YOUR BOARD OF TRUSTEES RECOMMENDS THAT

YOU VOTE IN FAVOR OF THE PROPOSAL. YOUR VOTE IS IMPORTANT

REGARDLESS OF HOW MANY SHARES YOU OWN.

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 Adviser currently serves as the investment adviser to each Fund under an Investment Management Agreement (the “Current Agreement”) that is expected to automatically terminate as a result of its deemed “assignment” under the Investment Company Act of 1940, as amended (the “Investment Company 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 is 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 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 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 Adviser or its affiliates) but not including personnel to provide limited administrative services to the Funds not typically provided by the Funds’ administrator under separate agreement; and (v) render to the Board such periodic and special reports with respect to each Fund’s investment activities 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 disregard of the obligations or duties on the part 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 majority of the outstanding voting securities of such Fund or by a vote of a majority of the Trustees of the Fund, including a majority of the Trustees who are not “interested persons” of the Fund under the Investment Company Act (the “Independent Trustees”) and who are not parties to the Current Agreement.

The Current Agreement permits termination without penalty upon no less than 60 days’ notice 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 Adviser 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.

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Strategic Income Fund Fee. Under the Current Agreement relating to both share classes of the Strategic Income Fund, 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), 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 Merrill Lynch 3 Month U.S. Treasury Bill Index (the “Merrill Lynch Index”), plus a margin (as described below). Under the Prior Agreement relating to both share classes of the Strategic Income Fund, the Trust paid 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 was 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), depending on whether and to what extent the investment performance of the Fund, for that performance period, exceeded or was exceeded by the investment record of the Merrill Lynch 3 Month U.S. Treasury Bill Index (the “Merrill Lynch Index”) plus a margin.

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 Strategic Income Fund uses 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.

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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 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 PriorCurrent Agreement relating to the AlphaTrak 500 Fund, the Trust paidpays 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 wasis 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, exceededexceeds or wasis exceeded by the investment record of the S&P 500 Stock Price Index (the “S&P 500 Index”), plus a margin.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 usesis 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 highhigher 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 PriorCurrent Agreement permittedpermits 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 sellresult 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 theits Plan may not exceed 0.25% of its average net assets annually (all of which may be for service fees). Currently, the Board is waivinghas 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, and Ultra Short Bond Fund. The Adviser has contractually agreed, through March 31, 2011, to pay the distribution expenses of theFund, Unconstrained Bond Fund and AlphaTrak 500 Fund out of its own resources.Fund.

Compensation of Other Parties. The Adviser may in its discretion and out of its own fundsresources compensate third parties for the sale and marketing of the FundsFund shares and for providing services to shareholders. The Adviser also may use its own fundsresources 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.

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Comparison of the PriorCurrent Agreement and the New Agreement

The Board, together with the requisite number of Independent Trustees, voted in person on January 11, 2010September 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 PriorCurrent Agreement as described above in all material respects, except for the commencement and renewal dates and for the fee adjustment changes discussed below.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 Prior Agreement or InterimCurrent 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 used to determine the performance of these Funds and the applicable securities indexes for determining any performance adjustment to the applicable advisory fees will include periods before the effective date of the New Agreement. The initial term of the New Agreement also provides that the performance adjustment (either positive or negative)would extend for two years from its execution date, after which it would continue from year to the basic advisory fee will be limited not only by the maximum percentage rate discussed aboveyear with respect to each Fund subject to the Prior Agreement, but also provides that any performance adjustment may not exceed the performance adjustment that would otherwise apply if the rate adjustment was instead calculated based on the current net asset figure used to calculate the basic fee. The basic fee is calculated based on current net assets, whereas the performance adjustment is calculated based on average net assets over the performance period (e.g., 12 monthssame approval process as described above for the Strategic Income Fund). Depending on the relative difference between those net asset figures, the positive adjustment (in dollars) could produce a fee rate over the stated maximum rate based on current net assets and, similarly, a negative adjustment (in dollars) could result in a negative advisory fee rate based on current net assets. In either case, these additional limitations on the performance adjustment are intended to better track the stated advisory fee range and to avoid these unexpected excess adjustments. Current Agreement.

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

Trustee Actions, Considerations, and Recommendations

At an in-person meeting of the Board held on January 11, 2010,September 10, 2012, the Trustees, including the Independent Trustees, considered the approval 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 PriorCurrent Agreement, the terms of which are substantially identical to the New Agreement, except as described above, for an additional one-year periodyear at theirthe same in-person meeting on May 18, 2009. A summary of factors considered by the Trustees at that time is provided below under “Factors Considered by the Trustees in Connection with the Recent Approval of Prior Agreement.” To the extent deemed necessary in their business judgment, the Trustees reconsidered these factors during their meeting on January 11, 2010.meeting.

At their meeting on January 11, 2010,September 10, 2012, the Independent Trustees were represented by independent legal counsel and met separately in an executive session with only 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 theirthe Independent Trustees’ behalf by their independent legal counsel. The request andcounsel, the Adviser’s responseAdviser addressed a range of information relating to the acquisition ofNew Agreement, including, but not limited to, the Adviser by TCW,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 acquisition,Transaction, plans regarding the marketing and distribution of the Funds, expected fees and expenses of the Funds, after the acquisition, and plans regarding the Adviser’s and TCW’s businesses. The Independent Trustees also conducted a telephonic meeting the prior week to reviewbusinesses, and discuss the materials provided by the Adviser in response to that request. After that telephonic meeting, their independent counsel submitted a supplemental information request to the Adviser, which was satisfied before this meeting on January 11, 2010. In addition to the information furnished by the Adviser, the Trustees were provided with legal memoranda discussing their fiduciary dutiesarrangements related to the approvalemployment and retention of the Interim Agreement

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and the New Agreement, as well as special considerations relevant to a transaction such as the one betweenpersonnel at the Adviser and TCW. The Independent Trustees met with representatives of the Adviser, who discussed with the Trustees the Adviser’s expectations asresponse also included extensive materials regarding each Fund’s investment results, independently prepared advisory fee and expense comparisons to the management and operations of the Adviser after the acquisition transaction and the continuing roles of the current portfolio management teams in the management of each of the Funds, as well as various other factors discussed in those legal memoranda and identified in the information request from their independent legal counsel.mutual

The Trustees considered that it is not anticipated

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funds, advisory fee comparisons to advisory fees charged by the Adviser that there will be any material adverse change into its institutional clients, and financial and profitability information regarding 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 1940 Act. In particular, the Independent Trustees considered 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 Prior Agreement except for the differences discussed above in these proxy materials.

The Independent Trustees also specifically considered that the approval of the New Agreement by the shareholders of the Funds would permit the payment of the Adviser of the fees (and interest) held in escrow under the terms of the Interim Agreement with respect to the approving Funds.

On the basis of these 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 to recommend to shareholders of each Fund that they approve the New Agreement as well.

Factors Considered by the Trustees in Connection with Recent Approval of Prior Agreement

On May 18, 2009, the Board approved the renewal of the Prior Agreement for an additional one-year term through the next annual meeting of the Board expected in May 2010. The renewal of the Prior Agreement was approved by the Board (including a majority of the Independent Trustees) upon the recommendation of the Independent Trustees. The Independent Trustees met separately in executive session to discuss and review the information that had been presented for their consideration prior to the Board’s vote to renew the Agreement. The information, material facts, and conclusions that formed the basis for their recommendation and the Board’s subsequent approval are described below.

1. Information received

Materials reviewed — DuringAdviser. Furthermore, during the course of each year, the Independent Trustees receivereceived 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 Board reviewed supplementary information that included extensive materials regarding each Fund’s investment results, independently prepared advisory fee and expense comparisons to other mutual funds, advisory fee comparisons to advisory fees chargedfurnished by the Adviser, the Trustees were provided with legal memoranda discussing their fiduciary duties related to its institutional clients, financial and profitability information regarding the Adviser, descriptionsapproval of various functionsthe New Agreement, as well as special considerations relevant to a transaction such as compliance monitoring and portfolio trading practices, and information about the personnel providing investment management services to each Fund.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

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discussed the renewalapproval of the PriorNew 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 renewalapproval of the PriorNew 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.

2. Nature, extent, and quality of services

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. Among other favorable public press concerning the Adviser and the Funds, the Board recognized the Adviser’s previous selection by Morningstar, Inc. as the 2005 fixed-income manager of the year for the Total Return Bond Fund.

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 willshould continue to benefit the Funds and their shareholders.

3. Investment results

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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 anyeach 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.

4. Advisory fees and total expenses

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 thatthe Strategic Income Fund and why the Strategic Incomethat 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.

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The Board also reviewed information regarding the advisory fees paid by institutional clients of the Adviser with similar investment mandates. Theymandates, 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.

5. The Adviser’s costs, level of profits, and economies of scale

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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. They accepted the Adviser’s assertion that its profit margins have declined over time with respect to the Funds as a result of increased regulatory and other costs involved with the mutual fund business. 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 realizedrecognized 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 acceptedrecognized the Adviser’s assertion that the advisory fees compare favorably to peer group fees and expenses.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.

6. Ancillary benefits

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 directlymaterially benefit from the Adviser’s relationship to the Funds.

7. Conclusions

Based on their overall review, including their consideration of eachFunds except through TCW’s ownership of the factors referredAdviser.

The Trustees considered that it is not anticipated by the Adviser that there will be any material adverse change in the services provided to above (and others), the Board andFunds 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, concludedbased 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 AgreementAdviser represented that there is fair and reasonablenot expected to eachbe an increase in the contractual advisory fee applicable to any Fund, and its shareholders, thator additional compensation paid by the Fund’s shareholders received reasonable value in return for the advisory fees and other amounts paidFunds to the Adviser, by each Fund, andTCW, or their affiliates, as a result of the Transaction. The Trustees considered that the renewalterms of the PriorNew Agreement wasare 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 and its shareholders.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 1940Investment 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“interested persons” of the Adviser.Adviser as defined in the Investment Company Act. Second, an “unfair burden” must not be imposed on a Fund as a result of the transactionTransaction 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 transactionTransaction whereby an investment adviser or any interested

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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 transaction withchange of control of TCW. The Adviser has undertakenIf the Transaction is consummated, SGHP and Carlyle have agreed to payshare the costs and expenses related to obtaining the approvals of the Meeting.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 1940Investment Company Act) is required to approve the New Agreement with respect to such Fund. The 1940Investment 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 sharesvoting securities represented at the meeting if more than 50% of the shares entitled to voteoutstanding voting securities are so represented; or (ii) more than 50% of the shares entitled to vote. outstanding voting securities.

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If approved by shareholders, the New Agreement will take effect on the later of consummation of the acquisition transactionTransaction. If the New Agreement is not approved with respect to one or more Funds, the Meeting.Current Agreement with respect to those Funds would automatically terminate on the consummation of the Transaction. In that event, 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.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.

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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.

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(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

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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.

(a) Each Fund shall pay to the Manager, and the Manager agrees to accept, as full compensation for all administrative and investment management and advisory services furnished or provided to such Fund pursuant to this Agreement, a management fee at the annual rate set forth in the Fee Schedule attached hereto asAppendix A, as may be amended in writing from time to time by the Trust and the Manager.

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(b) The management fee shall be accrued daily by each Fund and paid to the Manager on the first business day of the succeeding month.

(c) The initial fee under this Agreement shall be payable on the first business day of the first month following the effective date of this Agreement and shall be prorated as set forth below. If this Agreement is terminated before the end of any month, the fee to the Manager shall be prorated for the portion of any month in which this Agreement is in effect which is not a complete month according to the proportion which the number of calendar days in the month during which the Agreement is in effect bears to the number of calendar days in the month, and shall be payable within ten (10) days after the date of termination.

(d) The Manager may reduce any portion of the compensation or reimbursement of expenses due to it pursuant to this Agreement and may agree to make payments to limit the expenses which are the responsibility of a Fund under this Agreement. Any such reduction or payment shall be applicable only to such specific reduction or payment and shall not constitute an agreement to reduce any future compensation or reimbursement due to the Manager hereunder or to continue future payments. Any such reduction will be agreed to prior to accrual of the related expense or fee and will be estimated daily and reconciled and paid on a monthly basis. Any fee withheld pursuant to this paragraph from the Manager shall be reimbursed by the appropriate Fund to the Manager in the first, second or third (or any combination thereof) fiscal year next succeeding the fiscal year of the reduction to the extent approved by the Trust’s disinterested Trustees. The Manager may not request or receive reimbursement for prior reductions or reimbursements before payment of a Fund’s operating expenses for the current year and cannot cause a Fund to exceed any more restrictive limitation to which the Manager has agreed in making such reimbursement.

(e) The Manager may agree not to require payment of any portion of the compensation or reimbursement of expenses otherwise due to it pursuant to this Agreement prior to the time such compensation or reimbursement has accrued as a liability of the Fund. Any such agreement shall be applicable only with respect to the specific items covered thereby and shall not constitute an agreement not to require payment of any future compensation or reimbursement due to the Manager hereunder.

9.Fund Share Activities of Manager’s Officers and Employees. The Manager agrees that neither it nor any of its officers or employees shall take any short position

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in the shares of the Funds. This prohibition shall not prevent the purchase of such shares by any of the officers or bona fide employees of the Manager or any trust, pension, profit-sharing or other benefit plan for such persons or affiliates thereof, at a price not less than the net asset value thereof at the time of purchase, as allowed pursuant to rules promulgated under the 1940 Act.

10.Conflicts with Trust’s Governing Documents and Applicable Laws. Nothing herein contained shall be deemed to require the Trust or the Funds to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of the Trust of its responsibility for and control of the conduct of the affairs of the Trust and Funds.

11.Manager’s Liabilities.

(a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the Trust or the Funds or to any shareholder of the Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Funds.

(b) The Funds shall indemnify and hold harmless the Manager and the partners, members, officers and employees of the Manager and its general partner (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party’s performance or non-performance of any duties under this

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Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement.

(c) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Manager (or its managers), from liability in violation of Sections 17(h) and (i) of the 1940 Act.

12.Non-Exclusivity. The Trust’s employment of the Manager is not an exclusive arrangement, and the Trust may from time to time employ other individuals or entities to furnish it with the services provided for herein. The Manager also may be retained by other advisory clients for the same or similar strategies employed by the Trust. If this Agreement is terminated with respect to any Fund, this Agreement shall remain in full force and effect with respect to all other Funds listed onAppendixA hereto, as the same may be amended.

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13.Term. This Agreement shall become effective with respect to a particular Fund on the later of when the Registration Statement under the Securities Act of 1933 with respect to the shares of that Fund becomes effective by the Securities and Exchange Commission and when this Agreement has received requisite approval by the shareholders of that Fund, and shall remain in effect for a period of two (2) years, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect thereafter with respect to each Fund for additional periods not exceeding one (l) year so long as such continuation is approved for that Fund at least annually by (i) the Board of Trustees of the Trust or by the vote of a majority of the outstanding voting securities of that Fund and (ii) the vote of a majority of the Trustees of the Trust who are not parties to this Agreement nor interested persons thereof, cast in person at a meeting called for the purpose of voting on such approval.

14.Termination. This Agreement may be terminated by the Trust on behalf of any one or more of the Funds at any time without payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of a Fund, upon sixty (60) days’ written notice to the Manager, and by the Manager upon sixty (60) days’ written notice to a Fund.

15.Termination by Assignment. This Agreement shall terminate automatically in the event of any transfer or assignment thereof, as defined in the 1940 Act.

16.Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

17.Definitions. The terms “majority of the outstanding voting securities” and “interested persons” shall have the meanings as set forth in the 1940 Act.

18.Notice of Declaration of Trust. The Manager agrees that the Trust’s obligations under this Agreement shall be limited to the Funds and to their assets, and that the Manager shall not seek satisfaction of any such obligation from the shareholders of the Funds nor from any trustee, officer, employee or agent of the Trust or the Funds.

19.Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

20.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the 1940 Act and the Investment Advisers Act of 1940 and any rules and regulations promulgated thereunder.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.

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Appendix A to Investment Management Agreement

[See notes on continuation pages.]

A-1

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A-2

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A-3

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