THE BOARD UNANIMOUSLYOF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF EACHTHE PROPOSAL.
YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN.

Dated: November 4, 2021PLEASE RETURN OR SUBMIT YOUR PROXY CARD PROMPTLY
IN ACCORDANCE WITH THE INSTRUCTIONS NOTED ON THE ENCLOSED PROXY CARD.

Shareholders

As a shareholder of the Funds, you are invitedasked to attend the Meeting either in person or by proxy. If you are unable to attend the Meeting in person. Any shareholder who does not expectperson, we urge you to attendvote by proxy. You can do this by completing, signing, dating and promptly returning or submitting the enclosed proxy card in the enclosed postage-prepaid envelope, on-line or by telephone. Your prompt voting by proxy will help assure a quorum at the Meeting and avoid additional expenses to the Funds associated with further solicitation. Voting by proxy will not prevent you from voting your shares in person at the Meeting. You may revoke your proxy before it is urgedexercised at the Meeting by submitting to vote through the InternetSecretary of the Trust a written notice of revocation or by phone by following the voting instructions found on the enclosed Proxy Card or to indicate voting instructions on the enclosed Proxy Card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask that you respond promptly, no matter how large or small your holdings may be.

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF THE

METROPOLITAN WEST FUNDS

Metropolitan West AlphaTrak 500 Fund

Metropolitan West Strategic Income Fund

865
515 South FigueroaFlower Street

Los Angeles, California 9001790071

PROXY STATEMENT

(213) 244-0000

TO BE HELD ON JANUARY 20, 2022Introduction

This proxy statement (this “Proxy Statement”)Proxy Statement is furnished in connection with athe solicitation of proxies made by andor on behalf of the Board of Trustees (the “Board”) of Metropolitan West Funds (the “Trust”) and two of its series, the Metropolitan West AlphaTrak 500 Fund (the “AlphaTrak 500 Fund”) and the Metropolitan West Strategic Income Fund (the “Strategic Income Fund”) (each, a “Fund,” and collectively, the “Funds”), for use at the Special Meeting of Shareholders of the FundsTrust (the “Meeting”), to be held on February 15, 2024 at 8:9:00 a.m. (Pacific time) on Thursday, January 20, 2022,Pacific Time at the Tivoli Room at Hotel Indigo LA Downtown, 899 Francisco Street, Los Angeles, CA 90017, or any adjournment(s) thereof. The Meeting is being held to seek shareholder approval of the following proposals:

Only shareholders of record as of the close of business on November 2, 2021 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting. This Proxy Statement is expected to be mailed to shareholders of record as of the Record Date on or about November 4, 2021.

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THE BOARD, INCLUDING ALL OF THE TRUSTEES WHO ARE NOT “INTERESTED PERSONS,” AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, OF THE TRUST (THE “INDEPENDENT TRUSTEES”), UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH PROPOSAL.

The Notice of Meeting and Proxy Statement are available at http://www.tcw.com. Enter the control number provided on your Proxy Card and follow the instructions. To obtain directions to attend the Meeting, please call 888-991-1296. The Trust will furnish, without charge, a copy of the Funds’ latest annual and/or semi-annual report to a shareholder upon request. For a free copy of that report, call 1-800-241-4671, write to Metropolitan West Funds, 865TCW, 515 South FigueroaFlower Street, Los Angeles, California 90017 or visit www.tcw.com.

BACKGROUND ON THE PROPOSALS AND VOTING INFORMATION

What is90071, and at any adjournment thereof. The Trust expects to mail this document and why did you send it to me?

As a shareholder of Metropolitan West AlphaTrak 500 Fund (the “AlphaTrak 500 Fund”) and/or the Metropolitan West Strategic Income Fund (the “Strategic Income Fund”) (each, a “Fund,” and together, the “Funds”), each a series of Metropolitan West Funds (the “Trust”), you are being asked by each Fund’s investment adviser, Metropolitan West Asset Management, LLC (the “Adviser”), and the Trust’s Board of Trustees (the “Board”), to vote on proposals in connection with the implementation of proposed changes to each Fund’s advisory fee. This document includes aProxy Statement, Notice of Special Meeting of Shareholders (the “Notice”), a Proxy Statement, and a Proxy Card. Please review this document in its entirety carefully before casting your vote.

What am I being asked to vote on?

Shareholders of the AlphaTrak 500 Fund are being asked to approve a proposal in connection with the implementation of proposed changes to the Fund’s advisory fee structure, as discussed below and in greater detail in the enclosed Proxy Statement. Specifically, shareholders of the AlphaTrak 500 Fund are being asked to approve an amendment to the investment advisory agreement between the Adviser and the Trust (the “Advisory Agreement”),accompanying proxy card on behalf of the Fund, that removes the Fund’s fulcrum fee structure and implements an advisory fee at an annual rate of 0.40% of the Fund’s average daily net assets (“Proposal 1”).

Shareholders of the Strategic Income Fund are being askedor about January 10, 2024 to approve a proposal in connection with the implementation of proposed changes to the Fund’s advisory fee structure, as discussed below and in greater detail in the enclosed Proxy Statement. Specifically, shareholders of the Strategic Income Fund are being asked to approve an amendment to the Advisory Agreement, on behalf of the Fund, that removes the Fund’s

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fulcrum fee structure and implements an advisory fee at an annual rate of 0.65% of the Fund’s average daily net assets (“Proposal 2” and, together with Proposal 1, the “Proposals”).

The proposed amendment to the Advisory Agreement makes no other changes to the current Advisory Agreement; it would change only the date of effectiveness and the advisory fee rate for each Fund. Additionally, there are no differences in the Adviser’s obligations to the Funds imposed by the proposed amendment.

Each Proposal can be implemented only with shareholder approval.

Why am I being asked to vote?

Currently, the advisory fee each Fund pays to the Adviser depends on whether that Fund outperforms or underperforms its respective benchmark. Generally, in years where a Fund outperforms its benchmark, the advisory fee for the Fund will be higher, and in years where a Fund underperforms its benchmark, the advisory fee for the Fund will be lower. If shareholders approve Proposal 1, the advisory fee for the AlphaTrak 500 Fund, regardless of how it performs, will be 0.40%. If shareholders approve Proposal 2, the advisory fee for the Strategic Income Fund, regardless of how it performs, will be 0.65%.

The Board and the Adviser are seeking shareholder approval of the Proposals to make the fee structure of each Fund less complicated and more understandable to investors and their investment advisers. Additionally, the Adviser believes that the changes would make the advisory fee for each Fund more competitive in the mutual fund marketplace, which could potentially make the Funds more appealing to investors and thereby increase overall assets with the potential to gain economies of scale; however, there is no guarantee that such economies will be realized.

How could the Proposals benefit the Adviser?

If shareholders approve Proposal 1, the advisory fee rate for the AlphaTrak 500 Fund, regardless of how it performs, will be 0.40%. If shareholders approve Proposal 2, the advisory fee rate for the Strategic Income Fund, regardless of how it performs, will be 0.65%. This change could benefit the Adviser, because if a Fund underperforms its benchmark, the advisory fee the Fund pays under the proposed fee structure could be higher than the advisory fee the Fund pays under the current fulcrum fee structure.

Additionally, the Adviser believes that removing the fulcrum fee for each Fund and implementing an advisory fee rate of 0.40% of average daily net assets for the AlphaTrak 500 Fund and 0.65% of average daily net assets for the Strategic Income Fund will increase the competitiveness and marketability of the Funds and thus create the potential to grow overall assets. If the Funds’ assets grow, the Adviser will receive more in advisory fees, because the overall average daily net assets on which the Adviser will collect advisory fees will be greater.

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How could the Proposals benefit me?

As stated above, if shareholders approve Proposal 1, the advisory fee rate for the AlphaTrak 500 Fund, regardless of how it performs, will be 0.40%. If shareholders approve Proposal 2, the advisory fee rate for the Strategic Income Fund, regardless of how it performs, will be 0.65%. These changes could benefit shareholders, because if a Fund outperforms its benchmark, the advisory fee the Fund pays under the proposed fee structure could be lower than the advisory fee the Fund pays under the current fulcrum fee structure.

Additionally, as explained above and more fully in the Proxy Statement, the Adviser believes that removing the fulcrum fee and implementing an advisory fee rate of 0.40% of average daily net assets for the AlphaTrak 500 Fund and 0.65% of average daily net assets for the Strategic Income Fund will increase the competitiveness and marketability of the Funds and thus create the potential to grow overall assets. If the Funds’ assets grow, you may realize economies of scale through reduced overall expenses; however, there is no guarantee that such economies will be realized.

Finally, the fulcrum fee can result in anomalous advisory fees being charged to the Funds. Under the fulcrum fee structure, if a Fund performs poorly compared to its peers and the overall market but still outperforms its benchmark index, shareholders may pay a higher advisory fee, up to a maximum of 0.70% for the AlphaTrak 500 Fund and 1.90% for the Strategic Income Fund. If shareholders approve the Proposals, the advisory fee of a Fund will no longer be calculated based on the performance of the Fund against its benchmark index, and overall market volatility or downturns will not have a potential impact on the Fund’s advisory fee rate.

Will the elimination of the fulcrum fee structure of a Fund result in a change to the Fund’s investment objective or strategies?

No, there are no changes proposed to the investment objective or investment strategies of the AlphaTrak 500 Fund or the Strategic Income Fund.

How does the Board recommend I vote on the Proposals?

The Board recommends that you vote “FOR” each Proposal. The Board, including the Independent Trustees, has unanimously approved the Proposals, believes that the Proposals are in the best interests of the AlphaTrak 500 Fund and the Strategic Income Fund and their respective shareholders, and recommends that you approve the Proposal(s) applicable to your Fund(s).

Who is Broadridge Financial Solutions, Inc.?

Broadridge Financial Solutions, Inc. (the “Solicitor” or “Broadridge”) is a company that has been engaged by the Funds to assist in the solicitation of proxies. The Solicitor is not affiliated with the Funds or with the Adviser. The expenses of this

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solicitation are estimated to be approximately $25,000. In order to hold a shareholder meeting, a certain percentage of a fund’s shares (often referred to as “quorum”) must be represented at the meeting. If a quorum is not attained, the meeting must adjourn to a future date. The Funds may attempt to reach shareholders through multiple mailings to remind the shareholders to cast their vote. As the Meeting approaches, phone calls may be made to shareholders who have not yet voted their shares so that the Meeting does not have to be adjourned or postponed. Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote.

Who is paying for the expenses of this solicitation of proxies in connection with the Meeting?

The expenses incurred in connection with this solicitation, including expenses associated with preparing the Proxy Statement and its enclosures and all related legal and solicitation expenses, will be borne by the Adviser.

Who is eligible to vote?

Only shareholders of record of the FundsTrust as of the close of business on November 2, 2021, the Record Date, are entitled to notice of, and to be present and to vote at, the Meeting or any adjournment(s) thereof. Shareholders of record of each Fund as of the close of business on the Record Date will be entitled to cast one vote for each full share and a fractional vote for each fractional share they hold on Proposal 1 and/or Proposal 2, as applicable.January 5, 2024 (the “Record Date”).

How can a quorum be established?

The presence of 40% of the outstanding shares of the AlphaTrak 500 Fund on the Record Date constitutes a quorum for the Meeting for that Fund with respect to Proposal 1. The presence of 40% of the outstanding shares of the Strategic Income Fund on the Record Date constitutes a quorum for that Fund with respect to Proposal 2. In determining whether a quorumTrust is present, shares represented by proxies that reflect abstentions and votes that are withheld will be countedan open-end, management investment company, as shares that are present and entitled to vote. “Broker non-votes” will not be counted for purposes of determining whether a quorum is present. “Broker non-votes” are shares held by brokers or nominees as to which (i) the broker or nominee does not have discretionary voting power; or (ii) the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how the shares will be voted.

What vote is required?

The approval of the amendment to the Advisory Agreement by a Fund requires the affirmative vote of the “majority of the outstanding voting securities” of that Fund. Underdefined in the Investment Company Act of 1940, as amended (the “1940 Act”),. The principal executive offices of the Trust are located at 515 South Flower Street, Los Angeles, California 90071. The Trust offers shares of fourteen separate operational series or funds (each of which may offer more than one share class): Metropolitan West AlphaTrak 500 Fund, Metropolitan West Corporate Bond Fund, Metropolitan West Sustainable Securitized Fund, Metropolitan West Flexible Income Fund, Metropolitan West Floating Rate Income Fund, Metropolitan West High Yield Bond Fund, Metropolitan West Intermediate Bond Fund, Metropolitan West Investment Grade Credit Fund, Metropolitan West Low Duration Bond Fund, Metropolitan West Opportunistic High Income Credit Fund, Metropolitan West Strategic Income Fund, Metropolitan West Total Return Bond Fund, Metropolitan West Ultra Short Bond Fund and Metropolitan West Unconstrained Bond Fund. Each series of the Trust other than the Metropolitan West AlphaTrak 500 Fund, the Metropolitan West Floating Rate Income Fund, the Metropolitan West Low Duration Bond Fund, the Metropolitan West Total Return Bond Fund and the Metropolitan West Unconstrained Bond Fund has two classes of shares of beneficial interest, Class M and Class I. The Metropolitan West Low Duration Bond Fund and the Metropolitan West Total Return Bond Fund each also has an Administrative Class of shares of beneficial interest. The Metropolitan West Floating Rate Income Fund, the Metropolitan West Total Return Bond Fund and the Metropolitan West Unconstrained Bond Fund each also has a

5Voting; Revocation of Proxies

“majorityAll proxies solicited by the Board, which are properly executed and received by the Secretary of the outstanding voting securities” is defined asTrust before the lesser of: (1) 67% or more of the voting securities of a Fund presentMeeting, will be voted at the Meeting in accordance with the shareholders’ instructions thereon. A shareholder may revoke the accompanying proxy at any time before it is voted by delivering to the Trust before the Meeting a written notification or revocation or a duly executed proxy card bearing a later date. In addition, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given. If no instruction is given on a signed and returned proxy card, it will be voted “FOR” the proposals and the proxies may vote in their discretion with respect to other matters not now known to the Board that may be properly presented at the Meeting. Any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the holdersshareholder fails to specify the number of more than 50%shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to the total shares that the shareholder is entitled to vote on such proposal.

All proxies voted, including abstentions, will be counted toward establishing a quorum. Abstentions do not constitute a vote “for” and effectively result in a vote “against.” Broker non-votes (where the underlying holder has not voted and the broker does not vote the shares) do not represent a vote “for” or “against” and are disregarded in determining whether a quorum was established or whether a proposal has received enough votes, except where a minimum number of the outstanding voting securities is required, in which case a broker non-vote effectively counts as a vote against the proposal.

Record Date/Shareholders Entitled to Vote

Shareholders of record of the FundFunds at the close of business on the Record Date are present or represented by proxy; or (2) more than 50%entitled to notice of, and to vote on, the proposals at the Meeting and any adjournment thereof. At the close of business on the Record Date, the Funds had the following outstanding shares:

Quorum and Adjournment/Required Vote

Forty percent (40%) of the outstanding voting securitiesshares of the Fund. Shareholders ofTrust on the Strategic Income Fund will vote on Proposal 2 in the aggregate as one class, and not by class of shares.

How do I vote my shares?

Although you may attend the Meeting and voteRecord Date, represented in person you do not have to. You can vote your shares by completing and signing the enclosed Proxy Card and mailing it in the enclosed postage-paid envelope. You may also vote through the Internet by visiting the Internet site listed on your Proxy Card and following the on-line instructions or by calling the toll-free number listed on your Proxy Card. If you need any assistanceproxy, must be present to vote your shares or have any questions regarding the Proposals, please call 888-991-1296.

If you simply sign and date the Proxy Card but do not indicateconstitute a specific vote, your shares will be voted “FOR” the applicable Proposal(s) and to grant discretionary authority to the persons named in the Proxy Card as to any other matters that properly come before the Meeting.

In determining whether shareholders have approved a Proposal, votes that are withheld and abstentions will be treated as shares present at the Meeting for establishing a quorum but that have not been voted. Accordingly, abstentions effectively will be votes “AGAINST” the Proposals because each Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of the applicable Fund.

Shareholders who execute proxies may revoke them at any time before they are voted by (1) filing with the Funds a written notice of revocation, (2) timely voting a proxy bearing a later date or (3) attending the Meeting and voting in person.

What will happen if there are not enough votes to approve the Proposals?

It is important that we receive your signed Proxy Card to ensure that there is a quorum for the Meeting. If we do not receive your vote after several weeks, you may be contacted by a representative of Broadridge Financial Solutions, Inc., who will remind you to vote your shares and help you return your Proxy Card. In the event that, with respect to each Proposal,the proposal presented. If a quorum is not present or represented by proxy at the Meeting, the holders of a majority of the shares present in person or by proxy shall have the power to adjourn the Meeting to a quorum is presentlater date, without notice other than announcement at the Meeting, but sufficient votes to approveuntil a Proposal are not received,quorum shall be present or represented. Votes cast by proxy or in person at the Meeting maywill be adjourned from timecounted by persons appointed by the Trust to time, whether or notact as inspectors of election for the Meeting.

A plurality of shares voted is necessary to elect each Trustee, meaning that the nominee receiving more votes relative to any other nominee running against that person will be elected.

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

Shareholder Reports

The Trust will furnish, without charge, a copy of its annual report, for the fiscal year ended March 31, 2023, and the Meeting may be held as adjourned within a reasonable time after the date setmost recent semi-annual report for the original Meeting without further notice.

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Please complete, sign and return the enclosed Proxy Card in the enclosed envelope.

No postage is required if mailed in the United States.

You may also vote your proxy through the Internet or by phone in accordance with the instructions

set forth on the enclosed Proxy Card.

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PROPOSALS

APPROVAL OF AMENDENT TO ADVISORY AGREEMENT

Proposal 1

The purpose of Proposal 1this proposal is for shareholdersto elect the Board of Trustees of the AlphaTrak 500 FundTrust who will assume office immediately upon election by shareholders. The Board is currently comprised 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 approveserve as Trustees of the Trust. 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 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 defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) are referred to as “Independent Trustees.” Nominees who are “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 executive officer of the Trust is 515 South Flower Street, Los Angeles, California 90071.

OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES

Board Meetings and Standing Committees

During the fiscal 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 Trustee was a member. The Trust does not hold annual shareholders meetings and, therefore, the Board does not have a policy with regard to Trustee attendance at such meetings.

The Board has an amendmentAudit Committee consisting of Messrs. Haden, King, McMillan, Rooney and Tarica. Mr. Rooney serves as the Chairman of the Audit Committee. If elected as a Trustee, the Board intends to appoint Ms. Rogers as Chair of the Audit Committee. All of the members of the Audit 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 agreementfirm, 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 Adviser 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 affiliated with the 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 total compensation paid by the Trust to each Independent Trustee for the fiscal year ended March 31, 2023 is set forth below.

Deferred Compensation Plan

The 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 Trust for a minimum of three years. The fees deferred are posted to a bookkeeping account maintained by the Trust. The various series of the Trust will use the returns on those Funds selected by the Trustee to determine the income, gains and losses to allocate to the account. At the time for commencing distributions from a Trustee’s deferral account, which is no later than when the Trustee ceases to be a member of the Board of Trustees, deferred fees will be paid out in a single sum in cash or a maximum of ten annual installments.

Vote Required and Recommendation

The election of each Nominee as a Trustee requires a plurality of the shares voting for this proposal. When there are nine trustee nominees up for election, as is the case here, a vote by plurality means the nine Trustee nominees with the highest number of affirmative votes will be elected, regardless of the votes withheld for the candidates.

THE 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

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

Expenses

The expenses incurred in connection with the Meeting, including printing, mailing, solicitation and vote tabulation and proxy soliciting expenses, legal fees, and out-of-pocket expenses will be shared by the Adviser and the Trust, (the “Advisory Agreement”), on behalfwith the Adviser paying 27 percent of those costs and the remaining 73 percent to be borne by the Trust.

Solicitation of Proxies

Solicitation will be primarily by mail, email and telephone, but officers of the Fund, that removes the Fund’s fulcrum fee structure and implements an advisory fee at an annual rate of 0.40%Funds or regular employees of the Fund’s average daily net assets.

Proposal 2

Adviser may also solicit without compensation by telephone, electronic communication or personal contact. The purpose of Proposal 2 is for shareholders ofFunds will also retain EQ Fund Solutions to assist in the Strategic Income Fundsolicitation process at a cost not expected to approve an amendmentexceed $15,000 with respect to the Advisory Agreement, on behalfFunds’ share of the Fund, that removes the Fund’s fulcrum fee structure and implements an advisory fee at an annual rate of 0.65% of the Fund’s average daily net assets.

Introduction

Currently, the AlphaTrak 500 Fund has an advisory fee structure in place where the advisory fee is a performance-driven “fulcrum fee,” which is calculated off of a base fee at an annual rate of 0.35%, with a positive or negative performance adjustment of up to an annual rate of 0.35% based on the Fund’s performance relative to the S&P 500 Index plus a margin (as described below), resulting in a minimum fee of 0.00% if performance falls below the return of the S&P 500 Index plus that margin, and a maximum of 0.70% if performance exceeds the S&P 500 Index plus that margin.

Currently, the Strategic Income Fund has an advisory fee structure in place where the advisory fee is a performance-driven “fulcrum fee,” which is calculated off of a base fee at an annual rate of 1.20%, with a positive or negative performance adjustment of up to an annual rate of 0.70% based on the Fund’s performance relative to the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index plus a margin (as described below), resulting in a minimum fee of 0.50% if performance falls below the return of the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index plus that margin, and a maximum of 1.90% if performance exceeds the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index plus that margin.

The fulcrum fee for each Fund is explained more fully below under “Description of Current Advisory Agreement.” Most mutual funds have relatively simple or flat rate fee structures, either charging a fee based on a fund’s average daily net assets or a fee schedule that includes breakpoints whereby the advisory fee rate decreases as the fund’s asset size increases. Conversely, the fulcrum fee structure is more complicated. The Board and the Adviser are seeking shareholder approval of the Proposals to make the fee structure of each Fund less complicated and more understandable to investors and their investment advisers. Additionally, the Adviser believes that the changes

8

would make the advisory fee for each Fund more competitive in the mutual fund marketplace, which could potentially make the Funds more appealing to investors and thereby increase overall assets with the potential to gain economies of scale; however, there is no guarantee that such economies will be realized.

If Proposal 1 is not approved by shareholders of the AlphaTrak 500 Fund, that Fund’s existing advisory agreement and fulcrum fee structure will remain in effect. If Proposal 2 is not approved by shareholders of the Strategic Income Fund, that Fund’s existing advisory agreement and fulcrum fee structure will remain in effect. If shareholders of the AlphaTrak 500 Fund approve Proposal 1 at the Meeting, the advisory fee rate at an annual rate of 0.40% of average daily net assets will become effective on February 1, 2022, or as soon as practicable following shareholder approval. If shareholders of the Strategic Income Fund approve Proposal 2 at the Meeting, the advisory fee rate at an annual rate of 0.65% of average daily net assets will become effective on February 1, 2022, or as soon as practicable following shareholder approval.

Shareholders of each Fund should consider the potential benefits to the Adviser if they approve the Proposals:

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Information Regarding the 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. 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 portfolio of the Fund.Funds. The Adviser was founded in 1996, and is a 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 $140.9$102.8 billion under management or committed to management as of OctoberDecember 31, 2021.2023. The Adviser, together with TCW Group and its other subsidiaries, which provide a variety of investment management and investment advisory services, had approximately $264.8$209.6 billion under management or committed to management, including $226.9$177.5 billion of fixed income investments, as of OctoberDecember 31, 2021.2023.

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.

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

InterestedControl Persons and Principal Holders of Securities

To the knowledge of the Trust, and the Funds

Messrs. Moore and Landmann are deemed to be “interested persons”as of the TrustRecord Date, each of the nominees and the Funds because of their current ownership positions with the Adviser and status as executive officers of the Adviser. They each serveTrust beneficially owned individually and collectively as a Trustee of the Trust. Accordingly, they may be considered to have an interest with respect to the Proposals.

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Description of the Advisory Agreement

The Adviser provides investment advisory services to each Fund under an Investment Management Agreement dated February 6, 2013, as amended (the “Advisory Agreement”), between the Trust, on behalf of each Fund, and the Adviser. The Agreement was approved for a two-year initial term by the shareholders of each series then existing, including the Funds, at a special meeting of shareholders held on November 28, 2012, which was adjourned until December 20, 2012 with respect to certain series of the Trust. The Agreement was most recently amended on July 29, 2021 for the purpose of adding two new series of the Trust. Following the Advisory Agreement’s initial two-year term with respect to each Fund, the Advisory Agreement continues in effect from year- to-year provided that the continuance is specifically approved at least annually by the vote of the holders of at least a majoritygroup less than 1% of the outstanding shares of any Fund.

AppendixA to this Proxy Statement lists the Funds, or bypersons that, to the Board, and, in either event, by a majority of the Trustees who are not “interested persons”knowledge of the Trust, as such term is defined in Section 2(a)(19)owned beneficially 5% or more of the 1940 Act (the “Independent Trustees”) casting votes in person at a meeting called for that purpose.

The Advisory Agreement has a current term through February 5, 2023. The Board, including a majority of Independent Trustees, last approved the continuation of the Advisory Agreement on September 20, 2021.

The proposed amendment to the advisory agreement between the Adviser and the Trust, on behalf of the Funds (the “Proposed Amendment”), makes no changes to the Advisory Agreement, other than changing the date of effectiveness and the advisory fee rate for each Fund. Additionally, there are no differences in the Adviser’s obligations to the Funds imposed by the Proposed Amendment.

Management Fees and Other Fees

AlphaTrak 500 Fund. Under the Advisory Agreement relating to the AlphaTrak 500 Fund, the Trust currently 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 may be adjusted upward or downward (by a performance component of up to 0.35% of the Fund’s average daily net assets), depending on whether and to what extent the investment performance of the Fund, exceeds or is exceeded by the investment record of the S&P 500 Stock Price Index plus a margin.

For purposes of the performance component of the management fee, the Fund uses 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 Stock Price Index plus a margin of 0.30%, up to a maximum annual performance adjustment of a positive or negative 0.35%. This formula requires that the Fund’s performance exceed the investment record of the Index plus the margin before any performance adjustment is earned. If the Fund’s performance is below the

12

performance of the Index plus the margin, a negative performance adjustment would apply, and would reduce the Adviser’s fee. Thus, the maximum possible management fee payable by the Fund is an annual rate of 0.70% and the minimum is 0.00%.

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

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of the fixed-income securities markets and overall investment market conditions in the near term. For that reason, the Board and the Independent Trustees believed that relative performance also should be considered in light of future market conditions expected by the Adviser. The Board and the Independent Trustees noted the Adviser’s view that longer term performance can be more meaningful for active fixed income funds such as the Funds because market cycles in fixed income are generally longer than three years. The Board and the Independent Trustees also considered data showing that the Funds generally experienced less volatility for many periods compared to other funds in the applicable peer groups. Following such evaluation the Board and the Independent Trustees concluded that the Adviser was implementing each Fund’s investment objective(s) and that the Adviser’s record in managing the Funds indicated that its continued management should benefit each Fund and its shareholders over the long term.

When considering the approval of the Proposed Amendment, the Board and the Independent Trustees took into account these considerations as well as the performance information relating to the Funds that the Adviser had provided and the Board and the Independent Trustees had reviewed subsequent to the Board’s approval of the renewal of the Advisory Agreement at the September 2020 Meeting.

Advisory Fees and Total Expenses. As part of their consideration of the renewal of the Advisory Agreement, the Board and the Independent Trustees compared the management fees (which Broadridge defines to include advisory fee and administrative fee) and total expenses of each Fund (each as a percentage of average net assets) with the median management fee and operating expense levels of the other mutual funds in the relevant Broadridge peer groups. These comparisons assisted the Board and the Independent Trustees by providing a reasonable statistical measure to assess each Fund’s fees relative to its relevant peers. The Board and the Independent Trustees observed that the AlphaTrak 500 Fund’s management fee was below and the Strategic Income Fund’s management fee was above the median of its peer group funds on a current basis. With respect to the Strategic Income Fund, the Board and the Independent Trustees considered the Adviser’s view that the Broadridge peer group did not provide a suitable comparison given the significant differences in the strategies used by the Fund as compared to those used by funds in the peer group. In particular, the Adviser’s view is that the Strategic Income Fund should instead be compared to private absolute return funds, which the Adviser views as that Fund’s closest relevant comparison and to which its fees and expenses compare very favorably. The Board and the Independent Trustees also noted the contractual expense limitations to which the Adviser has agreed with respect to each Fund and that the Adviser historically has absorbed any expenses in excess of these limits. They noted that although the Adviser may recoup, and has recouped in the past, certain fees and/or expenses previously waived or reimbursed for certain Funds, such recoupment is permitted only if it does not cause the applicable Fund’s annual expense ratio to exceed the lesser of (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. The

25

Board and the Independent Trustees concluded that the competitive fees charged by the Adviser, and competitive expense ratios, should continue to benefit each Fund and its shareholders.

At the September Meeting, the Board and the Independent Trustees also reviewed information regarding the advisory fees charged by the Adviser to its institutional and sub-advisory clients with similar investment mandates. The Board and the Independent Trustees concluded that, although the fees paid by those clients generally were lower than advisory fees paid by the Funds, the differences appropriately reflected the more extensive services provided by the Adviser to the Funds and the Adviser’s significantly greater responsibilities and expenses with respect to the Funds, including the additional time spent by portfolio managers for reasons such as managing the more active cash flows from purchases and redemptions by shareholders, the additional risks of managing a pool of assets for public investors, administrative burdens, daily pricing, valuation and liquidity responsibilities, the supervision of vendors and service providers, and the costs of additional infrastructure and operational resources and personnel and of complying with and supporting the more comprehensive regulatory and governance regime applicable to mutual funds.

In considering the Proposed Amendment, the Board and the Independent Trustees took into account these factors, as well as that: (i) the structure of the proposed management fee for the Funds would change from the existing fulcrum fee structure to a flat advisory fee structure; (ii) the proposed advisory fee for each Fund will remain competitive when compared to similarly situated competitor funds; and (iii) the Adviser will bear the costs associated with obtaining shareholder approval of the Proposed Amendment for each Fund.

The Adviser’s costs, level of profits, and economies of scale. In their consideration of the renewal of the Advisory Agreement, the Board and 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 compensation costs, which constitute the Adviser’s largest operating cost. The Board and the Independent Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits for the services that it provides to each Fund. The Board and the Independent Trustees also reviewed a comparison of the Adviser’s profitability with respect to the Funds to the profitability of certain unaffiliated publicly traded asset managers, which the Adviser believed supported its view that the Adviser’s profitability was reasonable. Based on their review, the Board and 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.

In their consideration of the renewal of the Advisory Agreement, the Board and the Independent Trustees also considered the extent to which potential economies of scale could be realized as the Funds grow and whether the advisory fees reflect those

26

potential economies of scale. They recognized that the advisory fees for the Funds do not have breakpoints, which would otherwise result in lower advisory fee rates as the Funds grow larger. They also recognized the Adviser’s view that the advisory fees compare favorably to peer group fees and expenses and remain competitive even at higher asset levels and that the relatively low advisory fees reflect the potential economies of scale. The Board and the Independent Trustees recognized the benefits of the Adviser’s substantial past and on-going investment in the advisory business, such as successfully recruiting and retaining key professional talent, systems and technology upgrades, added resources dedicated to legal, compliance and cybersecurity programs, and improvements to the overall firm infrastructure, as well as the financial pressures of competing against much larger firms and passive investment products. The Board and the Independent Trustees also noted the Adviser’s explanation of the increased resources required to manage the Funds as a result of both asset growth and increased competitive pressures. The Board and the Independent Trustees further noted the Adviser’s past and current subsidies of the operating expenses of newer and smaller Funds and the Adviser’s commitment to maintain reasonable overall operating expenses for each Fund. The Board and the Independent Trustees also recognized that the Funds benefit from receiving investment advice from an organization with other types of advisory clients in addition to mutual funds. The Board and the Independent Trustees considered the risk borne by the Adviser that the Funds’ net assets and thus the Adviser’s fees might decline and that smaller Funds might not grow to become profitable. Based on these considerations, the Board and the Independent Trustees concluded that the Adviser was satisfactorily sharing potential economies of scale with the Funds through low fees and expenses, and through reinvesting in its capabilities for serving the Funds and their shareholders.

In their consideration of the Proposed Amendment, the Board and the Independent Trustees took into account these considerations as well as additional information relating to the anticipated impact on the advisory fees payable to the Adviser by the Funds in connection with implementing the proposed flat advisory fee structure under the Proposed Amendment. The Board and the Independent Trustees also considered that the Adviser had agreed to lower the expense limitation for Class M Shares of the AlphaTrak 500 Fund under the Operating Expenses Agreement from 0.90% to 0.45%, to be effective upon the effectiveness of the Proposed Amendment, and the Adviser’s recent reduction of the expense cap for the Strategic Income Fund, from 2.35% to 1.04% for Class M Shares and from 2.10% to 0.80% for Class I Shares, effective March 15, 2021. The Board and the Independent Trustees considered the potential impacts of those reductions on the Adviser’s profitability, and the costs associated with soliciting shareholder approval of the Proposed Amendment.

Ancillary Benefits. In their consideration of the renewal of the Advisory Agreement, the Board and the Independent Trustees also considered other actual and potential financial benefits to the Adviser or its affiliates. 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. They noted

27

that the principal underwriter forof the Funds’ shares is affiliated withTCW Funds Distributors LLC (the “Distributor”). The Distributor offers the Adviser but does not derive a profit from that role. The Board and the Independent Trustees concluded that any potential benefits received or to be derived by the Adviser from its relationships with the Funds are reasonably relatedFunds’ shares to the services provided bypublic on a continuous basis. The address of the Adviser toDistributor is 515 South Flower Street, Los Angeles, California 90071.

Administrator and Transfer Agent

BNY Mellon Investment Servicing (the “Administrator”) serves as administrator and transfer agent of the Funds. In their considerationThe Administrator provides management and administrative services necessary for the operation of the Proposed Amendment, the Board and the Funds. The business address of BNY Mellon Investment Servicing is Attention: 534453, 500 Ross Street, 154-0520, Pittsburgh, Pennsylvania 15262.

Independent Trustees took into account these prior considerations.Auditors

Conclusions. In the course of their deliberations, the Board and the Independent Trustees did not identify any particular information or factor that was all important or controlling. Based on the Trustees’ deliberations and their evaluation of the information described above, the Board, including all of the Independent Trustees unanimously, approved the Proposed Amendment with respect to the Funds, subject to shareholder approval, and concluded that the compensation under the Proposed Amendment with respect to the Funds is fair and reasonable in light of the services that the Adviser will provide and the expenses it will bear thereunder and in light of such other matters

Deloitte & Touche LLP, 555 W 5th St., Suite 2700, Los Angeles, CA 90013 serves as the Board and the Independent Trustees considered to be relevant in the exercise of their reasonable judgment.Funds’ independent auditor.

Vote Required

Approval of theShareholder Proposals by the applicable Fund requires the affirmative vote of the “majority of the outstanding voting securities” of that Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of a Fund present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund. Shareholders of the Strategic Income Fund will vote on Proposal 2 in the aggregate as one class, and not by class of shares. If approved by shareholders, the Proposed Amendment will take effect on February 1, 2022, or as soon as practicable thereafter.

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons designated therein.

SUBMISSION OF 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 1940 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

28

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.

NOTICE TO BANKS, BROKER-DEALERS AND

VOTING TRUSTEES AND THEIR NOMINEES

Banks, broker-dealers, voting trustees and their nominees should advise the Funds whether other persons are beneficial owners of shares held in their names for which proxies are being solicited and, if so, the number of copies of the Proxy Statement they wish to receive in order to supply copies to the beneficial owners of the respective shares.

ADDITIONAL INFORMATION

Principal Underwriter

TCW Funds Distributors LLC (the “Underwriter”), located at 865 S. Figueroa Street, Suite 1800, Los Angeles, California 90017, is a broker-dealer that serves as each Fund’s principal underwriter in a continuous public offering of the Funds’ shares on a best-efforts basis. The Underwriter is under common ownership with the Adviser.

Administrator and Transfer Agent

BNY Mellon Investment Servicing serves as transfer agent and administrator to the Trust and also provides accounting services pursuant to servicing agreements. The business address of BNY Mellon Investment Servicing is 760 Moore Road, King of Prussia, Pennsylvania 19406-1212.

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Voting Securities, Principal Shareholders and Management Ownership

Shareholders of a Fund who wish to send communications to the Funds atBoard or specific Trustees should submit the close of business on November 2, 2021,communication in writing to the Record Date, will be entitled to notice of and to be present and vote at the Meeting or any adjournment(s) thereof. Asattention of the Record Date, the Funds have the following number of shares outstanding, which in each case equals the number of votes to which the shareholders of the Funds are entitled:

Management Ownership. As of the Record Date, the Trustees and officersSecretary of the Trust individually and as a group, owned beneficially less than 1% of the outstanding shares of the Funds, other than Class I of the Strategic Income Fund, of which they owned 3.96%. The Board is aware of no arrangements, the operation of which at a subsequent date may result in a change in control of the Funds. As of the Record Date, the Independent Trustees, and their respective immediate family members, did not own any securities beneficially or of record in the Adviser, the Underwriter or any of their respective affiliates.

Control Persons and Principal Shareholders. A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of any class of a Fund. A control person under the 1940 Act is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such control. A control person can have a significant impact on the outcome of a shareholder vote. Appendix B to 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 September 30, 2021.

Householding

If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate Proxy Cards. If you would like to receive a separate copy of the Proxy Statement, please call 1-800-241-4671 or write to Metropolitan West Funds, 865515 South FigueroaFlower Street, Los Angeles, California 90017. If you currently receive multiple copies of proxy statements and would like to request to receive90071, identifying the correspondence as intended for the Board or a singlespecified Trustee. The Secretary will maintain a copy of documents in the future, please call the toll-free number or writeany such communication and will promptly forward it to the address above.

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ExhibitPROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A

FORM OF AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

This Amendment to Investment Management Agreement (this “Amendment”), effective as of [], 2022, is made by and between Metropolitan West Funds (the “Trust”) and Metropolitan West Asset Management, LLC (the “Manager,” and together with the Trust, the “Parties”).

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Investment Management Agreement, dated as of February 16, 2013, as most recently amended effective July 29, 2021, by and between the Trust and the Manager (the “Agreement”).

WITNESSETH THAT:

WHEREAS, the Parties originally entered into the Agreement, wherein the Manager agreed to provide certain services to the Trust; and

WHEREAS, the Parties wish to amend Appendix A to the Agreement to provide for a new advisory fee structure for the Metropolitan West AlphaTrak 500 Fund and Metropolitan West Strategic Income Fund, each a series of the Trust.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties hereto, intending to be legally bound, do hereby agree as follows:

1.        The management fee for each of the Metropolitan West AlphaTrak 500 Fund and Metropolitan West Strategic Income Fund is amended as set forth on the attached amended Appendix A.

2.        The Agreement will otherwise remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment, including the amended Appendix A attached hereto, to be signed by their duly authorized officers as of the date set forth below. SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE IF RETURNING BY MAIL. YOU MAY ALSO SUBMIT YOUR PROXY ON-LINE OR BY TELEPHONE.

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Appendix A to Investment Management Agreement

January 10, 2024

APPENDIX A

A-1

APPENDIX B

As of September 30, 2021,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:

		To vote by Internet
		1)		Read the Proxy Statement and have the proxy card below at hand.
		2)		Go to website www.proxyvote.com or scan the QR Barcode above
		3)		Follow the instructions provided on the website.
		To vote by Telephone
		1)		Read the Proxy Statement and have the proxy card below at hand.
		2)		Call 1-800-690-6903
		3)		Follow the instructions.
		To vote by Mail
		1)		Read the Proxy Statement.
		2)		Check the appropriate box on the proxy card below.
		3)		Sign and date the proxy card.
		4)		Return the proxy card in the envelope provided.

METROPOLITAN WEST FUNDS

Metropolitan West AlphaTrak 500 Fund

515 South Flower Street
Los Angeles, California 90071

PROXY CARD FOR SPECIAL MEETING OF SHAREHOLDERS – January 20, 2022February 15, 2024

This proxy card is solicited on behalf of the Board of Trustees of the Metropolitan West Funds (the “Trust”)Trust for the Special Meeting of Shareholders (the “Meeting”) to be held on January 20, 2022.February 15, 2024.

The undersigned hereby appoints Patrick DennisAndrew Bowden and Richard VillaPeter Davidson as proxies, each with the power to appoint his or her substitute and to vote the shares held by him or her at the Special Meeting of Shareholders of Metropolitan West Funds (the “Meeting”) to be held on February 15, 2024 at 8:9:00 a.m. (Pacific time) on January 20, 2022Pacific Time at the Tivoli Room at Hotel IndigoTCW, 515 South Flower Street, Los Angeles, DowntownCalifornia 90071 and at any adjournment thereof, in the manner directed below with respect to the matters referred to in the Proxy Statement for the Meeting, receipt of which is hereby acknowledged, and in the proxies’Proxies’ discretion, upon such other matters as may properly come before the Meetingmeeting or any adjournment thereof.

PLEASE VOTE, SIGN AND DATE THIS VOTING INSTRUCTIONPROXY CARD AND RETURN OR SUBMIT IT IN THE ENCLOSED ENVELOPE.ENVELOPE, ON-LINE OR BY TELEPHONE.

THESE VOTING INSTRUCTIONS

THIS PROXY CARD WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS VOTING INSTRUCTIONPROXY CARD WILL BE VOTED “FOR” ALL PROPOSALS.

Please indicate your vote by marking the appropriate box. Example: [X]

THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE PROPOSAL.

Continued and to be signed on reverse side

To approve the election of nine Trustees:

		To vote by Internet
		1)		Read the Proxy Statement and have the proxy card below at hand.
		2)		Go to website www.proxyvote.com or scan the QR Barcode above
		3)		Follow the instructions provided on the website.
		To vote by Telephone
		1)		Read the Proxy Statement and have the proxy card below at hand.
		2)		Call 1-800-690-6903
		3)		Follow the instructions.
		To vote by Mail
		1)		Read the Proxy Statement.
		2)		Check the appropriate box on the proxy card below.
		3)		Sign and date the proxy card.
		4)		Return the proxy card in the envelope provided.

IMPORTANT

IN ORDER TO AVOID THE DELAY AND EXPENSE OF FURTHER SOLICITATION, WE STRONGLY URGE YOU TO REVIEW, COMPLETE AND RETURN YOUR BALLOT AS SOON AS POSSIBLE. YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE SIGN AND DATE BELOW BEFORE MAILING.

NOTE: This proxy must be signed exactly as your name(s) appears hereon. If as an attorney, executor, guardian or in some representative capacity or as an officer of a corporation, please add titles as such. A proxy with respect to shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives specific written notice to the contrary from any one of them.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:

The Notice and Proxy Statement is available at www.proxyvote.com.

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D62411-S35477      

[   ] CHECK HERE IF YOU PLAN TO ATTEND THE MEETING. (___ PERSON(S) WILL ATTEND)