UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant  x                                Filed by a Party other than the Registrant  ¨

Check the appropriate box:

METROPOLITAN WEST FUNDS

(Name of Registrant as Specified in itsIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Proxy Materials

METROPOLITAN WEST FUNDSPLEASE CAST YOUR VOTE NOW!

11766 Wilshire Boulevard, Suite 1500Metropolitan West Funds

865 South Figueroa Street

Los Angeles, California 9002590017

(310) 966-89001-800-241-4671

February 25, 2010[    ], 2021

Dear Shareholder:Shareholder,

The enclosed Proxy Statement contains important information about a proposal we recommend for each mutual fund (each, a “Fund”) that is a series of the Metropolitan West Funds at aA Special Meeting of Shareholders to be held on Wednesday, March 31, 2010.

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

The Adviser currently serves as the investment adviser to each Fund under an Investment Advisory Agreement (the “Prior Agreement”) that is expected to automatically terminate as a result of a deemed “assignment” of the Investment Advisory Agreement under the Investment Company Act of 1940, as amended, that will occur as a result of the acquisition of the Adviser by the TCW Group, Inc. The Adviser will the serve pursuant to an Interim Investment Management Agreement (the “Interim Agreement”) that is expected to take effect before late February 2010 (the “Effective Date”) and will replace the Prior Agreement. The Interim Agreement will provide for the same management fees as the Prior Agreement but will require that those fees be paid into an interest-bearing escrow account for the benefit of the Adviser pending shareholder approval of the new Investment Management Agreement (the “New Agreement”). The Interim Agreement will expire no later than 150 days following the Effective Date, and the New Agreement will be needed to replace it before that date. Upon shareholder approval of the New Agreement, the fees and interest held in the escrow account pursuant to the Interim Agreement would be paid to the Adviser.

The New Agreement is substantively the same as the Prior Agreement, including the same fees other than additional limits that would apply to the performance adjustments on the fee rates for two of the Funds (the AlphaTrak 500 Fund and Strategic Income Fund).

The Adviser has agreed to pay the expenses of the Special Meeting of Shareholders and the related proxy solicitation.

The Trustees voted unanimously to approve the proposal with respect to each Fund. The Board believes the proposal is in the best interests of each Fund and its shareholders. The Trustees recommend that you vote in favor of the proposal in the Proxy Statement.

The Proxy Statement describes the voting process for shareholders.We ask you to read the Proxy Statement carefully and vote in favor of the approval of the proposal. The election returns will be reported at the Special Meeting of Shareholders scheduled for Wednesday, March 31, 2010. Please return your proxy in the postage-paid envelope as soon as possible.

METROPOLITAN WEST FUNDS

11766 Wilshire Boulevard, Suite 1500

Los Angeles, California 90025

(310) 966-8900

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 31, 2010

To the Shareholders of each Fund:

NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS (the “Meeting”) of the Metropolitan West Total Return Bond Fund, Metropolitan West Low Duration Bond Fund, Metropolitan West AlphaTrak 500 Fund Metropolitan West Intermediate Bond Fund, Metropolitan West High Yield Bond Fund, Metropolitan West Ultra Short Bond Fund,(the “AlphaTrak 500 Fund”) and the Metropolitan West Strategic Income Fund (the “Strategic Income Fund”) (each, a “Fund”“Fund,” and together, the “Funds”), each a series of the Metropolitan West Funds (the “Trust”), will be held at [] a.m. (Pacific time) on Wednesday, March 31, 2010, at 10:00 a.m. Eastern Time at[], 2021 to vote on the officesbelow proposals in connection with the implementation of proposed changes to each Fund’s advisory fee, as described below. After considering each of the Trust’s administrator, PNC Global Investment Servicing, Inc., at 760 Moore Road, Kingproposals, the Board of Prussia, Pennsylvania 19406 forTrustees of the Trust (the “Board” or the “Trustees”) has unanimously approved each proposal. The Board believes that each proposal is in the best interests of the applicable Fund and its shareholders. The Board recommends that shareholders vote FOR each proposal.

The Meeting is being held to seek shareholder approval of the following purposes:proposals:

ShareholdersThe 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 advisors. 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.

You have received this letter and proxy statement because you were a shareholder of record of the TrustAlphaTrak 500 Fund and/or the Strategic Income Fund on [], 2021 (the “Record Date”).

It is very important that we receive your vote before [], 2021. Voting is quick and easy. Everything you need is enclosed. To cast your vote:

We appreciate your participation and prompt response in this matter. If you have any questions, please contact Broadridge Financial Solutions, Inc. at [].

Sincerely,

METROPOLITAN WEST FUNDS

Metropolitan West AlphaTrak 500 Fund

Metropolitan West Strategic Income Fund

865 South Figueroa Street

Los Angeles, California 90017

(213) 244-0000

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

A Special Meeting of Shareholders (the “Meeting”) of the Metropolitan West AlphaTrak 500 Fund and the Metropolitan West Strategic Income Fund (collectively, the “Funds”), each a series of Metropolitan West Funds (the “Trust”), will be held at the offices of [Metropolitan West Asset Management, LLC, 865 South Figueroa Street, Los Angeles, CA 90017], at []:00 a.m. (Pacific time) on [], 2021.

The Meeting is being held to seek shareholder approval of the following proposals:

The Board has fixed the close of business on February 9, 2010 (the “Record Date”) are[], 2021 as the record date for the determination of the shareholders entitled to notice of, and to vote on, the proposal at, the Meeting or any adjournmentadjournment(s) thereof. Shareholders of each Fund listed above, voting separately by Fund, are entitled to vote on the proposal.

As a shareholderTHE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH PROPOSAL.

By order of the Funds on the Record Date, youBoard,

Dated: [], 2021

Your vote is important – please vote your shares promptly.

Shareholders are asked to attend the Meeting either in person or by proxy. If you are unableinvited to attend the Meeting in person, we urge youperson. Any shareholder who does not expect to attend the Meeting is urged to vote through the Internet or by proxy. You can do thisphone by completing, signing, dating, and promptly returningfollowing the voting instructions found on the enclosed proxy cardProxy Card or to indicate voting instructions on the enclosed Proxy Card, date and sign it, and return it in the enclosed postage-prepaid envelope. Your prompt voting by proxy will help assure a quorum atenvelope provided, which needs no postage if mailed in the Meeting andUnited States. In order to avoid additional expenses to the Funds associated with further solicitation. Voting by proxy will not preventunnecessary expense, we ask that you from votingrespond promptly, no matter how large or small your shares in person at the Meeting. Youholdings may revoke your proxy before it is exercised at the Meeting by submitting to the Secretary of the Trust a written notice of revocation or a subsequently signed proxy card.be.

PLEASE RETURN YOUR PROXY CARD PROMPTLY

IN ACCORDANCE WITH THE INSTRUCTIONS NOTED ON THE ENCLOSED PROXY CARD.

Dated: February 25, 2010

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF THE

METROPOLITAN WEST FUNDS

Metropolitan West AlphaTrak 500 Fund

Metropolitan West Strategic Income Fund

865 South Figueroa Street

Los Angeles, California 90017

(213) 244-0000

TO BE HELD ON MARCH 31, 2010

Introduction[], 2021

This Proxy Statementproxy statement (this “Proxy Statement”) is furnished in connection with thea solicitation of proxies made by, orand 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 each mutual fund that is a series of the TrustFunds (the “Meeting”), to be held at [__] a.m. (Pacific time) on Wednesday, March 31, 2010 at 10:00 a.m. Eastern time[], 2021, at the offices of [Metropolitan West Asset Management, LLC, 865 South Figueroa Street, Los Angeles, California 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 [], 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 [], 2021.

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 []. Enter the control number provided on your Proxy Card and follow the instructions. To obtain directions to attend the Meeting, please call 1-800-[]. 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, 865 South Figueroa Street, Los Angeles, California 90017 or visit www.tcw.com.

BACKGROUND ON THE PROPOSALS AND VOTING INFORMATION

What is 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 administrator, PNC Global Investment Servicing, Inc.Board of Trustees (the “Administrator”“Board”), at 760 Moore Road, Kingto vote on proposals in connection with the implementation of Prussia, Pennsylvania 19406, and at any adjournment thereof. The Trust expectsproposed changes to mail this Proxy Statement,each Fund’s advisory fee. This document includes a 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 accompanying proxy cardTrust (the “Advisory Agreement”), 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 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 Strategic Income Fund are being asked to approve an amendment to the Advisory Agreement, on behalf 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 (“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 about February 25, 2010underperforms 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.

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 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 Trust.Funds as of the close of business on [], 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.

How can a quorum be established?

The Trustpresence 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 quorum is an open-end, management investment company,present, shares represented by proxies that reflect abstentions, votes that are withheld, and “broker non-votes” will be counted as defined inshares that are present and entitled to vote. “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. Under the Investment Company Act of 1940, as amended (the “1940 Act”). The principal executive offices, a “majority of the Trust are located at 11766 Wilshire Boulevard, Suite 1500, Los Angeles, California 90025. The Trust offers sharesoutstanding voting securities” is defined as the lesser of: (1) 67% or more of seven separate operational series or funds (eachthe voting securities of a “Fund” and, together, the “Funds”), each of which may offer more than one share class, as follows:

Metropolitan West High Yield Bond Fund

Metropolitan West Intermediate Bond Fund

Metropolitan West Total Return Bond Fund

Metropolitan West Ultra Short Bond Fund

Metropolitan West Low Duration Bond Fund

Metropolitan West Strategic Income Fund

Metropolitan West AlphaTrak 500 Fund.

Each Fund offers Class M and Class I shares except the AlphaTrak 500 Fund, which offers only Class M shares. The Total Return Bond Fund and Low Duration Bond Fund each offer an additional class of shares, the Administrative Class.

Shareholders will be asked to vote on a proposal to approve the new Investment Management Agreement (the “New Agreement”)present at the Meeting, (the “Proposal”).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 eachthe Strategic Income Fund voting separatelywill vote on Proposal 2 in the aggregate as one class, and not by Fund, are entitledclass of shares.

How do I vote my shares?

Although you may attend the Meeting and vote 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 assistance to vote onyour shares or have any questions regarding the Proposal.Proposals, please call [].

Voting; Revocation of Proxies

All proxies solicited byIf you simply sign and date the Board, which are properly executed and received by the Secretary of the Trust before the Meeting, 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 written notification to the Trust orProxy Card but do not indicate a duly executed proxy card bearing a later date. In addition, any shareholder who attends the Meeting in person mayspecific vote, by ballot at the Meeting, thereby canceling any proxy previously given. If no instruction is given on a signed and returned proxy card, ityour shares will be voted “FOR” the Proposalapplicable Proposal(s) and to grant discretionary authority to the proxies may votepersons named in their discretion with respectthe Proxy Card as to any other matters not now known tothat properly come before the BoardMeeting.

In determining whether shareholders have approved a Proposal, broker non-votes, votes that may be properly presented at the Meeting. Any shareholder may vote part of the shares in favor of the Proposalare withheld, and refrain from voting the remaining shares or vote them against the Proposal, but if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, itabstentions will be conclusively presumed that the shareholder’s approving vote is with respect to the totaltreated as shares that the shareholder is entitled to vote on the Proposal.

All proxies voted, including abstentions and broker non-votes (where the underlying holder has not voted and the broker does not vote the shares), will be counted toward establishing a quorum. Abstentions do not

1

constitute a vote “for” and effectively result in a vote “against.” Broker non-votes do not represent a vote “for” or “against” and are disregarded in determining whether the 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 Funds at the close of business on February 9, 2010 (the “Record Date”) are entitled to notice of, and to vote on, the Proposalpresent 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 shares of a Fund on the Record Date, represented in person or by proxy, must be present to constitutefor establishing a quorum forbut that Fund with respect to the Proposal. If a quorum ishave not present or represented 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 later date, without notice other than announcement at the Meeting, until a quorum shall be present or represented. Votes cast by proxy or in person at the Meetingbeen voted. Accordingly, broker non-votes and abstentions effectively will be counted by persons appointed byvotes “AGAINST” the Trust to act as inspectors of election forProposals because each Proposal requires the Meeting.

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 Fund present in personwritten notice of revocation, (2) timely voting a proxy bearing a later date or by proxy(3) attending the Meeting and voting is necessaryin person.

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

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 that Fund.

A “majority of the outstanding voting securities” of

each Proposal, a Fund means the affirmative vote of the lesser of (i) 67% or more of the shares of the Fundquorum is not present at the Meeting if more than 50% of the outstanding shares of the Fund are represented at the Meeting in person or by proxy; or (ii) more than 50% of the outstanding shares of the Fund. The shares of each Fund will be counted using dollar-based voting. This means that each share of a Fund will represent the number of votes equal to that share’s net asset value on the Record Date.

If a quorum is present at the Meeting but sufficient votes in favor of theto approve a Proposal are not received, by the Meeting may be adjourned from time scheduledto time, whether or not a quorum is present, and the Meeting may be held as adjourned within a reasonable time after the date set for the original Meeting a person named as awithout further notice.

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 may propose onethrough the Internet or more adjournmentsby phone in accordance with the instructions

set forth on the enclosed Proxy Card.

PROPOSALS

APPROVAL OF AMENDENT TO ADVISORY AGREEMENT

Proposal 1

The purpose of Proposal 1 is for shareholders of the MeetingAlphaTrak 500 Fund to permit further solicitationapprove an amendment to the investment advisory agreement between the Adviser and the Trust (the “Advisory Agreement”), on behalf of proxies. Any such adjournment will require the affirmative voteFund, 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 2

The purpose of Proposal 2 is for shareholders of the Strategic Income Fund to approve an amendment to the Advisory Agreement, on behalf 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 majoritybase 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 sharesS&P 500 Index plus that margin, and a maximum of 0.70% if performance exceeds the S&P 500 Index plus that margin.

2

presentCurrently, the Strategic Income Fund has an advisory fee structure in personplace 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 by proxy atnegative performance adjustment of up to an annual rate of 0.70% based on the sessionFund’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 Meeting adjourned. The persons named as proxies will vote in favorBofA Merrill Lynch 3-Month U.S. Treasury Bill Index plus that margin, and a maximum of or against such adjournment in direct proportion to1.90% if performance exceeds the proxies received for or against the Proposal.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 knowsand the Adviser are seeking shareholder approval of no business other thanthe 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 specifically mentionedthe changes would make the advisory fee for each Fund more competitive in the Noticemutual fund marketplace, which could potentially make the Funds more appealing to investors and thereby increase overall assets with the potential to gain economies of Special Meeting of Shareholdersscale; however, there is no guarantee that such economies will be presented for considerationrealized.

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. If other business should properly come before the Meeting, the proxy holdersadvisory fee rate at an annual rate of 0.40% of average daily net assets will vote thereon in accordance with their best judgment.

Shareholder Reports

The Trust will furnish, without charge, a copy of its annual report, for the fiscal year ended March 31, 2009, and the most recent semi-annual report for the six months ended September 30, 2009, to anybecome effective on [__], 2021, or as soon as practicable following shareholder upon request. Shareholders may obtain a copyapproval. If shareholders of the Strategic Income Fund approve Proposal 2 at the Meeting, the advisory fee rate at an annual report and semi-annual report by contactingrate of 0.65% of average daily net assets will become effective on [__], 2021, or as soon as practicable following shareholder approval.

Shareholders of each Fund should consider the Trust at 11766 Wilshire Boulevard, Suite 1500, Los Angeles, California 90025 or by calling (800) 241-4671.potential benefits to the Adviser if they approve the Proposals:

Shareholders of each Fund should also consider the potential benefits to themselves if the Proposals are being askedapproved:

Information Regarding the Adviser

Metropolitan West Asset Management, LLC, the Funds’ current investment adviser (the “Adviser”).

The Adviser currently serveswith principal offices at 865 South Figueroa Street, Los Angeles, California 90017, 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. 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 $[] billion under management or committed to management as of [], 2021. The Adviser, together with TCW Group and its other subsidiaries, which provide a variety of investment management and investment advisory services, had approximately $[] billion under management or committed to management, including $[] billion of fixed income investments, as of [], 2021.

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 865 South Figueroa Street, Los Angeles, California 90017.

^* Mr. Rivelle will retire as an officer of the Adviser as of December 31, 2021.

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

  ^* Mr. Rivelle will retire as an officer of the Trust and the Adviser as of December 31, 2021.

Interested Persons of the Trust and the Funds

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

Description of the Advisory Agreement

The Adviser provides investment advisory services to each Fund under an Investment Advisory Agreement (the “Prior Agreement”) that is expected to automatically terminate as a result of a deemed “assignment” of the Investment Advisory Agreement under the Investment Company Act of 1940, amended, that will occur as a result of the acquisition of the Adviser by The TCW Group, Inc. (“TCW”). The Adviser will then serve pursuant to an Interim Investment Management Agreement (the “Interim Agreement”) that is expected to take effect before late February 2010 (the “Effective Date”) and will replace the Prior Agreement.

The Interim Agreement will provide for the same management fees as the Prior Agreement but will require that those fees be paid into an interest-bearing escrow account for the benefit of the Adviser pending shareholder approval of the new Investment Management Agreement (the “New Agreement”). The Interim Agreement will expire no later than 150 days following the Effective Date, and the New Agreement will be needed to replace it before that date. Upon shareholder approval of the New Agreement, the fees and interest held in the escrow account pursuant to the Interim Agreement would be paid to the Adviser.

The New Agreement is substantively the same as the Prior Agreement, including the same fees other than additional limits on the fulcrum fee rate adjustments that would apply to two of the Funds (the AlphaTrak 500 Fund and Strategic Income Fund). Those additional limits are discussed below.

The Purchase Agreement

Pursuant to the terms of a Purchase and Sale Agreement (the “Purchase Agreement”), TCW, an international asset manager with approximately $101 billion in assets under management, acquired 100% of the issued and outstanding membership interests of the Adviser. The Purchase Agreement did not contemplate any changes in the management or operations of the investment advisory functions performed by the Adviser with respect to the Funds, including any changes in the personnel engaged in the day-to-day investment management of the Funds. The acquisition has not caused, and is not expected to cause, any reduction in the quality of services now provided to any of the Funds, or to have any adverse effect on the Adviser’s ability to fulfill its obligations to the Funds under the New Agreement. TCW and its ultimate parent, Société Générale S.A., internally financed the transaction.

The Prior Agreement

The Prior Agreement dated February 21, 20076, 2013, as amended (the “Advisory Agreement”), between the Trust, on behalf of each Fund, and the AdviserAdviser. The Agreement was originally approved in personfor a two-year initial term by the Board,shareholders of each series then existing, including a majority of the Independent Trustees (defined below),Funds, at a special meeting of shareholders held on November 13, 2006, and by each Fund’s shareholders on January 31 and February 7, 2007. The Prior Agreement28, 2012, which was submitted for shareholder approval because the then-existing investment management agreement was expected to terminate as a result of the Adviser’s proposed repurchase of a portion of its ownership held by a non-employee founder of the firm. The Prior Agreement has remained substantially unchanged since that time, exceptadjourned until December 20, 2012 with respect to the addition of a specific time period for its annual renewal. The Board last renewed the Prior Agreement on May 18, 2009.

Under the Prior Agreement, the Trust appointed the Adviser to provide investment advice and management services with respect to the assetscertain series of the Funds. In connection with these investment management services,Trust. The Agreement was most recently amended on June 29, 2018 for the Adviser agreed to supervisepurpose of adding the Funds’ investments in accordance with the investment objectives, programs, and

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restrictionsthree new series of the Funds as provided inTrust. Following the Trust’s governing documents, including the Trust’s Agreement and Declaration of Trust and Bylaws, and such other limitations as the Trustees may impose from time to time in writing to the Adviser. The Prior Agreement required 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 Prior Agreement, except as otherwise required under the 1940 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 was 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 Prior Agreement provided that it continued from year to year so long as it was approved at least annuallyAdvisory 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 majority of the outstanding voting securitiesshares of such Fundthe Funds, or by a vote of a majority of the Trustees of such Fund, includingBoard, and, in either event, by a majority of the Trustees who wereare not “interested persons” of the Fund underTrust, as such term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”) and who were not parties to the Prior Agreement.

The Prior Agreement permitted termination without penalty upon no less than 60 days’ notice by any Fund to the Adviser or 60 days’ notice by the Adviser to any Fund and would automatically terminate in the event of its assignment (as that term is defined in the 1940 Act).

The Interim Agreement

The Interim Agreement will become effective upon the closing of the acquisition of the Adviser by TCW, which will automatically terminate the Prior Agreement. The Board of Trustees of the Trust, including a requisite number of the Independent Trustees votingcasting votes in person at thea meeting called for this purpose,that purpose.

The Advisory Agreement has a current term through February 5, 2023. The Board, including a majority of Independent Trustees, last approved the Interimcontinuation of the Advisory Agreement on January 11, 2010.September 20, 2021.

The Interimproposed 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, containsother than changing the same terms asdate of effectiveness and the Prior Agreement, including the same advisory feesfee rate for each Fund, except forFund. Additionally, there are no differences in the following differences: (i) its effective and termination dates are different than the Prior Agreement because it is intended as only a temporary agreement as permitted by Rule 15a-4 of the 1940 Act; and (ii) all fees that otherwise would be payable monthlyAdviser’s obligations to the Adviser are instead paid into an interest-bearing escrow account, and those amounts would be released toFunds imposed by the Adviser upon requisite shareholder approval of the New Agreement. If the shareholders of a Fund do not approve the New Agreement for that Fund, the Adviser would be entitled upon termination of the Interim Agreement to the lesser of the amount in the escrow account with respect to that Fund or the Adviser’s costs in performing the Interim Agreement for that Fund, plus interest earned in either case.Proposed Amendment.

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Management Fees and Other ExpensesFees

Management FeesAlphaTrak 500 Fund.. Under the Prior Agreement, each Fund paid 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, 2009, and do not reflect expense limitations and contractual fee waivers. Also shown are the contractual fee rates from the Prior Agreement.

Strategic Income Fund Fee. Under the PriorAdvisory Agreement relating to both share classes of the Strategic IncomeAlphaTrak 500 Fund, the Trust paidcurrently pays the Adviser a basic management fee, computed daily and payable monthly, at an annual rate of 1.20%0.35% of the Fund’s average daily net assets. The basic fee wasmay be adjusted upward or downward (by a performance component of up to 0.70%0.35% of the Fund’s average daily net assets for the relevant 12-month performance period)assets), 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 Merrill Lynch 3 Month U.S. Treasury BillS&P 500 Stock Price Index (the “Merrill Lynch Index”) plus a margin.

The margin over the Merrill Lynch Index is 0.10% when the investment performanceFor purposes of the Strategic Income Fund is calculated assumingperformance component of 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-month3-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 LynchS&P 500 Stock Price Index plus a margin of 0.10% when the Fund’s performance is calculated assuming the0.30%, up to a 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%a positive or negative 0.35%. 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.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%.

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Here are examples of how the adjustment would work (using annual rates for the Strategic IncomeAlphaTrak 500 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. 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 FeeStrategic Income Fund.. Under the PriorAdvisory Agreement relating to all share classes of the AlphaTrak 500Strategic Income Fund, the Trust paidpays the Adviser a basic management fee, computed daily and payable monthly, at an annual rate of 0.35%1.20% of the Fund’s average daily net assets. The basic fee wasmay be adjusted upward or downward (by a performance component of up to 0.35%0.70% of the Fund’s average daily net assets for the relevant 3-month12-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 PriceBofA Merrill Lynch 3-Month U.S. Treasury Bill Index (the “S&P 500 Index”) plus a margin.

The margin over that S&P 500 Index is 0.30% when the investment performanceFor purposes of the AlphaTrak 500 Fund is calculated assumingperformance component of 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 AlphaTrak 500 Fund uses a rolling 3-month12-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 500BofA Merrill Lynch 3-Month U.S. Treasury Bill Index plus a margin of 0.30% when the Fund’s performance is calculated assuming the0.10%, up to a 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%a positive or negative 0.70%. 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.apply, and would reduce the Adviser’s fee. Thus, the maximum possible management fee payable by the Fund is an annual rate of 1.90% and the minimum is 0.50%.

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Here are examples of how the adjustment would work (using annual rates for the AlphaTrak 500Strategic Income 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 AlphaTrak 500 Fund and the Strategic Income Fund and the AlphaTrak 500 Fund are each accrued daily, and the entire management fee normally is paid monthly. Shareholders should note that it is possible for high 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 PriorAdvisory Agreement permittedpermits the Adviser to recoup fees it did not charge and Fund expenses it paid under the Operating Expenses Agreement (described below), provided that those amounts are recouped within three years of being reduced or paid. The Adviser may recoup reduced fees and expenses only within three years, provided that the recoupment does not request cause the Fund’s annual expense ratio to exceed the lesser of (i) the expense limitation applicable at the time of that fee waiver and/or receiveexpense reimbursement, or (ii) the expense limitation in effect at the time of recoupment. See “Operating Expenses Agreement” below for prior reductions additional information.

Operating Expenses Agreement. Pursuant to the operating expenses agreement between the Adviser and the Trust, on behalf of the Funds (the “Operating Expenses Agreement”), the Adviser has agreed to waive its investment management fee and/or reimbursements beforereimburse the paymentoperating expenses of aeach Fund to the extent such Fund’s operating expenses (excluding taxes, interest, brokerage commissions, dividends on securities sold short, acquired fund fees and expenses, and extraordinary expenses) exceed, in the aggregate, the rate per annum, as set forth below. The Operating Expenses Agreement will remain in effect until July 31, 2023.

Includes Rule 12b-1 fees paid by Class M shares of the Funds. There are no Rule 12b-1 fees assessable for Class I shares.

If Proposal 1 is approved, the Adviser has agreed to lower the expense cap for the currentAlphaTrak 500 Fund, as further described below under “Description of the Proposed Amendment.”

The table below shows the advisory fees earned by the Adviser and the amounts of the reductions in fees and reimbursements of expenses by the Adviser for the fiscal year and may not recoup amounts that would makeended March 31, 2021 as a Fund’s total expenses exceedresult of the applicable limit.expense limitations described above.

in advance by the Board of Trustees of the Funds and the expenses paid under the Planplan were incurred within the last 12 months and accrued while the Planplan is in effect. Expenditures by a Fund under the Planplan may not exceed 0.25% of its average net assets annually (all of which may beinclude fees for service fees)shareholder services provided by third-party intermediaries not included in the shareholder servicing expenses described below). Currently, the Board is waiving a portion ofBecause these fees forare paid out of a Fund’s assets on an on-going basis, over time these fees will increase the Intermediate Bond Fund, Total Return Bond Fund, Low Duration Bond Fund,cost of your investment and Ultra Short Bond Fund.may cost you more than paying other types of sales charges. The Adviser has contractually agreed, through MarchJuly 31, 2011,2023 to pay the distribution expenses of the AlphaTrak 500 Fund out of its own resources.resources, rather than the Fund paying these expenses.

Other Shareholder Servicing Expenses Paid By the Funds. Each Fund is authorized to compensate each broker-dealer and other third-party intermediary up to 0.10% (10 basis points) of the assets serviced for that Fund by that intermediary for shareholder services to each Fund and its shareholders who have invested in the I Share or M Share class. These services constitute sub-recordkeeping, sub-transfer agent or similar services and are similar in scope to services provided by the transfer agent to a Fund. These expenses represent amounts paid by a Fund to intermediaries for those services to the extent their fees are not covered through amounts paid under the Rule 12b-1 Plan. These amounts may be adjusted, subject to approval by the Board of Trustees. These expenses paid would remain subject to any expense limitations applicable to that Fund.

Compensation of Other PartiesParties.. The Adviser may, inat its discretionown expense and out of its own funds compensatelegitimate profits or other resources, pay additional compensation to third parties forsuch as (but not limited to) broker-dealers, investment advisers, retirement plan administrators, or other financial intermediaries that have entered into a distribution, service or other type of arrangement with the sale and marketing ofAdviser, the distributor or the Funds (“Authorized Firms”). These are payments over and for providing servicesabove other types of shareholder servicing and distribution payments described elsewhere in this Proxy Statement.

Payments may relate to shareholders. selling and/or servicing activities, such as: access to an intermediary’s customers or network; recordkeeping services; aggregating, netting and transmission of orders; generation of sales and other informational materials; individual or broad-based marketing and sales activities; wholesale activity; conferences; retention of assets; new sales of Fund shares; and a wide range of other activities. Compensation amounts generally vary, and can include various initial and on-going payments. Additional compensation may also be paid to broker-dealers who offer certain Funds as part of a special preferred-list or other preferred treatment program.

The Adviser does not direct the Funds’ portfolio securities transactions, or otherwise compensate broker-dealers in connection with any Fund’s portfolio transactions, in consideration of sales of Fund shares.

The Adviser also may use its ownpay financial consultants for products and/or services such as: (i) performance analytical software, (ii) attendance at, or sponsorship of, professional conferences, (iii) product evaluations and other types of investment consulting and (iv) asset/liability studies and other types of retirement plan consulting. The Adviser may also provide non-cash compensation to financial consultants, including occasional gifts, meals, or other entertainment. These activities may create, or could be viewed as creating, an incentive for such consultants or their employees or associated persons to recommend or sell shares of the Funds to their client investors.

Authorized Firms and consultants that receive these various types of payments may have a conflict of interest in recommending or selling the Funds rather than other mutual funds to sponsor seminars and educational programs ontheir client investors, particularly if these payments exceed the Funds for financial intermediaries and shareholders.amounts paid by other mutual funds.

The Adviser also manages individual investment advisory accounts, typically for institutional clients.accounts. 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.

Description of Proposed Amendment

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ComparisonThe Proposed Amendment makes no changes to the Advisory Agreement, other than changing the date of the Prior Agreementeffectiveness and the New Agreement

The Board, together with the requisite number of Independent Trustees, voted in person on January 11, 2010 to approve the New Agreement. The Board is recommending to shareholders ofadvisory fee rate for each Fund that they approve the New Agreement. A copy of the New Agreement is attached to this Proxy Statement asAppendixB(as described above). The New Agreement is substantially identical to the Prior Agreement as described above in all material respects, except for the commencement and renewal dates and for the fee adjustment changes discussed below. Shareholders should also note that any voluntary or contractual reductionAdditionally, there are no differences in the Adviser’s fee, orobligations to the Adviser’s payment of expenses that otherwise wasFunds imposed by the responsibility ofProposed Amendment. The Proposed Amendment will be effective with respect to a Fund only upon shareholder approval. The Proposed Amendment’s initial term will last until the expiration of the current term of the Advisory Agreement on February 5, 2023 and will continue in effect for successive one-year periods thereafter if its continuance is approved, on behalf of the Funds, at least annually in the manner required by the 1940 Act and the rules and regulations thereunder.

The proposed fee rates under the Prior Agreement or Interim Agreement will remain subject to recoupment byProposed Amendment are as follows:

In addition, if Proposal 1 is approved, upon effectiveness of the new advisory fee rates, the Adviser has agreed to amend the extentOperating Expenses Agreement to reduce 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.AlphaTrak 500 Fund by 45 basis points, from 0.90% to 0.45%. If Proposal 1 is not approved by shareholders, the AlphaTrak 500 Fund will retain its fulcrum fee structure and the expense limitation will remain at its existing level of 0.90%.

In addition, the relevant performance periods forIf Proposal 2 is not approved by shareholders, the Strategic Income Fund will retain its fulcrum fee structure.

Fee and Expense Comparison

The following expense tables and examples provide a comparison of each Fund’s annual operating expenses based on total annual fund operating expenses for the fiscal year ended March 31, 2021, and pro forma expenses showing these same expenses adjusted for the change in the advisory fee.

AlphaTrak 500 Fund used– Class M

The form of the New Agreement is qualified in its entiretyProposed Amendment, which was approved by reference toAppendixB.

Trustee Actions, Considerations, and Recommendations

At an in-person meetingthe Board, including by a majority of the Independent Trustees, is included in the Proxy Statement in Exhibit A.

Board held on January 11, 2010, the Trustees,Considerations Regarding Proposed Amendment

The Board, including the Independent Trustees, considered the approvalinformation specifically relating to its consideration of the New Agreement in respect of each Fund. In determining to approve the New Agreement, the Trustees considered that they had approved the continuationcontinuance of the Prior Agreement, the terms of which are substantially identical to the New Agreement except as described above, for an additional one-year period at their 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.

At their meeting on January 11, 2010, 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 in response to a detailed information request sent on their behalf by their independent legal counsel. The request and the Adviser’s response addressed a range of information relating to the acquisition of the Adviser by TCW, 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, 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 review 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 duties related to the approval 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 between the Adviser and TCW. The Independent Trustees met with representatives of the Adviser, who discussed with the Trustees the Adviser’s expectations as 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.

The Trustees considered that it is not anticipated by the Adviser that there will be any material adverse change in the services provided to the Funds or personnel who are engaged in the portfolio management activities for the Fund as a result of the transaction. In addition, the consensus of the Independent Trustees, based on the information presented to them, was that there would be no “unfair burden” on the Funds as a result of the transaction within the meaning of Section 15(f) of the 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 InterimAdvisory 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.at meetings held on August

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

On May 18, 2009,24, 2020, and September 14, 2020 (the “September 2020 Meeting”), and the Board approved the renewal of the PriorAdvisory Agreement with respect to each Fund for an additional one-year term at the September 2020 Meeting. The Board, including the Independent Trustees, considered information specifically relating to the Proposed Amendment, including the proposed flat fee structure, and approved the Proposed Amendment at a meeting held on June 14, 2021 (the “June 2021 Meeting”), subject to shareholder approval. For each approval, the Board met by telephone, notwithstanding the in-person approval requirement that normally applies under the 1940 Act, as permitted by relief provided by the Securities and Exchange Commission in light of the COVID-19 pandemic.

The Board also recently approved the renewal of the Advisory Agreement for an additional one-year term throughat a meeting held on September 20, 2021. Because the next annual meetingconsideration of the Board expected in May 2010. TheProposed Amendment occurred before this recent 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 priordiscussion herein refers to the Board’s vote to renewconsiderations at the Agreement. The information, material facts, and conclusions that formed the basis for their recommendationSeptember 2020 Meeting and the Board’s subsequent approval are described below.June 2021 Meeting.

1. Information received

Materials reviewed — DuringIn considering whether to approve the course of each year,Proposed Amendment, the Board and the Independent Trustees receiveconsidered and discussed a wide variety of materials relating to the services provided by the Adviser. The Adviser including reportsdiscussed at length the rationale for its recommendations and also explained that the Proposals would need to be submitted to and approved by the shareholders of each Fund, which would require a proxy solicitation and a special meeting of shareholders, the costs of which would be borne by the Adviser. The Board and the Independent Trustees also considered detailed information regarding the fees and expenses of similarly situated competitor funds provided by Adviser based on information prepared by a third party. The Board and the Independent Trustees had the opportunity to discuss the Proposals at length with representatives of the Adviser and with independent legal counsel, which included considering information and representations from the Adviser supporting a conclusion that the Proposed Amendment will not result in any reduction in the nature or quality of services that are provided to the Funds by the Adviser.

In considering the Proposed Amendment, the Board and the Independent Trustees noted that the Proposed Amendment would eliminate the fulcrum adjustment for purposes of calculating, prospectively, the advisory fee, but that the annual base fee rate would be reduced for the Strategic Income Fund and increased by 5 basis points for the AlphaTrak 500 Fund. The Board and the Independent Trustees considered that the elimination of the fulcrum fee adjustment and implementation of a flat advisory fee for each Fund’sFund would in many circumstances result in a lower advisory fee than what would have been charged under the fulcrum fee structure. The Board and the Independent Trustees further noted that, under some circumstances where a Fund underperforms its applicable benchmark index, it is possible that the new flat advisory fee structure could result in an advisory fee that is greater than what would have been charged under the fulcrum fee structure. The Board and the Independent Trustees took into account the Adviser’s belief that the Proposed Amendment would make the fee structure of each Fund less complicated and more understandable to investors and their investment results, portfolio composition, portfolio trading practices, shareholder services,advisers. The Board and the Independent Trustees also considered the Adviser’s belief that the new advisory fee structure would be 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, and also considered that economies of scale might not be realized. The Board and the Independent Trustees further considered that the Adviser believes that the proposed advisory fee to be paid by each Fund is reasonable in relation to its respective peer group. The Board and the Independent Trustees also considered that, other than the changes to the advisory fee structure of the Funds and the effective date of the Proposed Amendment, the other terms of the Advisory Agreement would not change.

The Board and the Independent Trustees determined that the information relatingreceived and the basis for the renewal of the Advisory Agreement at the September 2020 Meeting also would ground and support the Board’s approval of the Proposed Amendment; these considerations included updated performance information regarding the Funds received at Board meetings subsequent to the September 2020 Meeting, through June 14, 2021, and information contained in the materials received by the Board in connection with the proposed change in fee structure as reflected in the Proposed Amendment.

Nature, Extent and Quality of Services provided by the Adviser. As part of its consideration of the renewal of the Advisory Agreement, the Board and the Independent Trustees considered the nature, extent and quality of the services provided by the Adviser to the Funds. In addition,Funds and 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 charged by the Adviser to its institutional clients, financial and profitability information regarding the Adviser, descriptions of various functions such as compliance monitoring and portfolio trading practices, and information about the personnel providing investment management services to each Fund.

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. The Independent Trustees

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discussed the renewal of the Prior Agreement with the Adviser’s representatives and in a private session at which no representativesresources of the Adviser were present. In decidingand its affiliates dedicated to recommend the renewal of the Prior Agreement with respect to each Fund,Funds. The Board and 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 intellectualstrong analytical 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;available to the Adviser; and the ability of its organizational structure to address the growth in assets and products under its management.over the past several years. The Board and the Independent Trustees considered the ability of the Adviser to attract and retain well-qualified investment professionals, noting in particular the Adviser’s hiring of professionals in various areas over the past several years, continued upgrading of resources in its middle office and back office operations and other areas, as well as a continuing and extensive program of infrastructure and systems enhancements. The Board and the Independent Trustees also considered that the Adviser made available to its investment professionals a variety of resources and systems relating to investment management, compliance, trading, results,operations, administration, research, and portfolio accounting. They considerednoted the substantial additional

resources made available by TCW, the parent company of the Adviser. The Board and the Independent Trustees examined and discussed a detailed description of the extensive additional services provided to the Funds to support their operations and compliance, as compared to the much narrower range of services provided to the Adviser’s commitmentinstitutional and sub-advised clients, as well as the Adviser’s oversight and coordination of numerous outside service providers to investing in information technology supporting investment management and compliance.the Funds. They further noted the high level of regular communication between the Adviser and the Board. Among other favorable public press concerningIndependent Trustees. The Adviser explained its responsibility to supervise the Adviseractivities of the Funds’ various service providers, as well as supporting the Independent Trustees and their meetings, regulatory filings, and various operational personnel, 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.

related costs. 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

When considering the Proposed Amendment, the Board and the Independent Trustees acknowledged these previous considerations and took into account that the Adviser had undertaken that it would not reduce the nature, extent or quality of services provided under the Proposed Amendment as compared to the Advisory Agreement. The Board sought and received confirmation from the Adviser and its affiliates that they are prepared to commit the resources necessary for the provision of services under the Proposed Amendment, notwithstanding any decrease in revenue to the Adviser that could result (at current asset levels) under the Proposed Amendment.

Investment Results. In considering the renewal of the Advisory Agreement, the Board and the Independent Trustees considered the investment results of each Fund in light of its investment objective. Theyobjective(s) and principal investment strategies. Specifically, 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,Broadridge with respect to various periods.longer and more recent periods all ended May 31, 2020. The Board and the Independent Trustees reviewed information as to peer group selections presented by Broadridge and discussed the methodology for those selections with the Adviser. In reviewing each Fund’s relative performance, the Board and the Independent Trustees took into account any uniqueeach Fund’s investment strategies, distinct characteristics, and its asset size diversification, and rangediversification.

As part of investments.

Thetheir consideration of the renewal of the Advisory Agreement, the Board and the Independent Trustees noted that each Fund’s performance was acceptablesatisfactory over the relevant periods and in some cases very favorable, particularly from a longer-term perspective,over longer periods, which the Board believes isand the Independent Trustees believe are generally the most relevant. The Board and the Independent Trustees indicated their belief that the performance of each Fund for periods where the Fund lagged its respective peer group average remained satisfactory when assessed on a risk-adjusted basis, in part because performance quintiles do not necessarily reflect the amount of risk employed by peer funds to achieve their returns. The Board and the Independent Trustees recognized the Adviser’s deliberate strategy to manage risk in light of its critical view 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 objectiveobjective(s) and that the Adviser’s record in managing the Funds indicatesindicated that its continued management should benefit each Fund and its shareholders.shareholders over the long term.

4.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 feesAgreement at the September 2020 Meeting.

Advisory Fees and total expenses

TheTotal 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 feesfee 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 allthe other mutual funds in the relevant LipperBroadridge 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 eachthe AlphaTrak 500 Fund’s advisorymanagement fee was below and the Strategic Income Fund’s management fee was above the median of theits peer group funds on a current basis withbasis. With respect to the exception of the

Strategic Income Fund. TheFund, the Board discussed whyand the LipperIndependent Trustees considered the Adviser’s view that the Broadridge peer group wasdid not provide a suitable comparison forgiven 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 Fund and why the Strategic Income Fund should instead be compared to private absolute valuereturn funds, which the Adviser views as that Fund’s closest relevant comparison and to which it comparesits fees and expenses compare very favorably. The Board furtherand the Independent Trustees also 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 thatto which 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. 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 Board and the Independent Trustees concluded that the relatively low level of thecompetitive fees charged by the Adviser, willand competitive expense ratios, should continue to benefit each Fund and its shareholders.

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TheAt the September Meeting, the Board and the Independent Trustees also reviewed information regarding the advisory fees paidcharged by institutional clients of the Adviser to its institutional and sub-advisory clients with similar investment mandates. TheyThe Board and the Independent Trustees concluded that, although the fees paid by those clients generally were lower than thoseadvisory 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.

5. 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

Thescale. 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. They acceptedThe Board and 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 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.

TheIn 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 wouldcould be realized as the Funds grow and whether the advisory fees reflect those potential economies of scale. They realizedrecognized 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 acceptedrecognized the Adviser’s assertionview that the advisory fees compare favorably to peer group fees and expenses.expenses and remain competitive even at higher asset levels and that the relatively low advisory fees reflect the potential economies of scale. The Board alsoand the Independent Trustees recognized the benefits to the Funds of the Adviser’s substantial past and on-going investment in the Funds’ operations (through someadvisory 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 Funds’ operating expenses when they wereof newer and smaller)smaller Funds and itsthe 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 rather than strictlyin addition to mutual funds.

6. Ancillary benefits

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 in concluding that the contractual advisory fees are reasonable for the Funds.or its affiliates. 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 referred to above (and others),Adviser. They noted that the principal underwriter for the Funds’ shares is affiliated with 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 AgreementAdviser from its relationships with the Funds are reasonably related to the services provided by the Adviser to the Funds. In their consideration of the Proposed Amendment, the Board and the Independent Trustees took into account these prior considerations.

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 to each Fund and its shareholders, that the Fund’s shareholders received reasonable value in return for the advisory fees and other amounts paid to the Adviser by each Fund, and that the renewallight of the Prior Agreement was in the best interests of each Fund and its shareholders.

Section 15(f)

The Board has been informedservices that the Adviser has agreedwill provide and the expenses it will bear thereunder and in light of such other matters as the Board and the Independent Trustees considered to take certain actions to comply with Section 15(f)be relevant in the exercise of their reasonable judgment.

Vote Required

Approval of the 1940 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 ofProposals by the investment adviser as long as two conditions are met. First, for a period of three years afterapplicable Fund requires the change of control, at least 75% of the directors of the Trust must not be interested persons of the Adviser. Second, an “unfair burden” must not be imposed on a Fund as a result of the transaction or any express or implied terms, conditions, or understandings applicable thereto. The term “unfair burden” is defined in Section 15(f) to include any arrangement during the two-year period after the transaction whereby an investment adviser or any interested

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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 with TCW. The Adviser has undertaken to pay the costs and expenses of the Meeting.

Vote Required and Recommendation

The affirmative vote of a majoritythe “majority of each Fund’sthe outstanding voting securities (as defined insecurities” of that Fund. Under the 1940 Act) is required to approveAct, a “majority of the New Agreement with respect to such Fund. The 1940 Act defines a vote of a majority of a fund’s outstanding voting securitiessecurities” is defined as the lesser of (i)of: (1) 67% or more of the shares representedvoting securities of a Fund present at the meetingMeeting, if the holders of more than 50% of the shares entitled to voteoutstanding voting securities of the Fund are so represented;present or (ii)represented by proxy; or (2) more than 50% of the shares entitled to vote.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 New AgreementProposed Amendment will take effect on the later[], 2021, or as soon as practicable thereafter.

OTHER BUSINESS

The Board knows of consummation of the acquisition transaction orno other business to be brought before the Meeting.

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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GENERAL INFORMATION

Other Matters to Come Before the Meeting

Management of the Trust does not know of However, if any matters to be presented at the Meeting other than those described in this Proxy Statement. If other business shouldmatters properly come before the Meeting, proxies that do not contain specific instructions to the proxy holderscontrary will vote thereonbe voted on such matters in accordance with their best judgment.

Expenses

The expenses incurred in connection with the Meeting, including printing, mailing, solicitation, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses will be borne exclusively by the Adviser. In addition, TCW has agreed to reimburse the Adviser for half of those proxy-related expenses.

Solicitation of Proxies

Solicitation will be primarily by mail, but officersjudgment of the Funds or regular employees of the Adviser may also solicit without compensation by telephone, electronic communication, or personal contact. The Funds may also retain a service to assist in the solicitation process.persons designated therein.

Adviser

Metropolitan West Asset Management, LLC, formerly with principal offices at 11766 Wilshire Boulevard, Suite 1500, Los Angeles, California 90025, acts as the investment adviser to the Funds and generally administers the affairs of the Trust. The Adviser’s website iswww.mwamllc.com. Subject to the direction and control of the Board of Trustees, the Adviser supervises and arranges the purchase and sale of securities and other assets held in the portfolios of the Funds. The Adviser is a registered investment adviser organized in 1996. The Adviser managed approximately $30.2 billion of fixed-income investments as of January 31, 2010 on behalf of its institutional clients and the Funds.

Before the transaction with TCW, the Adviser was owned by MWAM Holdings, LLC (which was the sole parent of the Adviser), which in turn was owned by the Adviser’s principals and key executives. After the transaction with TCW, the Adviser became a wholly owned subsidiary of TCW, with its principal office at 865 South Figueroa Street, Los Angeles, California 90017.

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 865 South Figueroa Street, Los Angeles, California 90017.

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Trustees and Officers of the Trust

The table below lists the current Trustees and executive officers of the Trust. These Trustees and officers did not change as a result of the Adviser’s transaction with TCW.

Interested Persons of the Trust and the Funds

Messrs. Dubchansky and Landmann are deemed to be “interested persons” of the Trust and the Funds because of their current and former ownership positions with the Adviser. They each serve as a Trustee of the Trust. Accordingly, they may be considered to have an interest with respect to the Proposal.

Control Persons and Principal Holders of Securities

To the knowledge of the Trust, as of the Record Date, no current Trustee of the Trust owned 1% or more of the outstanding shares of any Fund, and the officers and Trustees of the Trust owned, as a group, less than 1% of the shares of each Fund.

AppendixA 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 the Record Date. A shareholder who beneficially owns, directly or indirectly, more than 25% of any Fund’s voting securities may be deemed a “control person” (as defined in the 1940 Act) of the Fund.

Principal Underwriter

The principal underwriter of the Funds’ shares is PFPC Distributors, Inc. (the “Distributor”). The Distributor offers the Funds’ shares to the public on a continuous basis. The address of the Distributor is 760 Moore Road, King of Prussia, Pennsylvania 19406.

Administrator

PNC Global Investment Servicing, Inc. serves as the Administrator of the Funds. The Administrator provides management and administrative services necessary for the operation of the Funds. The Administrator’s main office is located at 760 Moore Road, King of Prussia, Pennsylvania 19406.

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Independent Auditor

Deloitte & Touche LLP, located at 350 South Grand Avenue, Suite 200, Los Angeles, California 90071, serves as the Funds’ independent auditor.

Shareholder ProposalsSUBMISSION 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. A shareholder proposal to be considered for inclusion in the proxy statement at any subsequent meeting of shareholders must be submitted within

a reasonable time before the proxy statement for that meeting is mailed. Whether a proposal is submitted in the proxy statement will be determined in accordance with applicable federal and state laws.

PROMPT EXECUTIONNOTICE TO BANKS, BROKER-DEALERS AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

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.

Voting Securities, Principal Shareholders and Management Ownership

Shareholders of the Funds at the close of business on [], 2021, the Record Date, will be entitled to notice of and to be present and vote at the Meeting or any adjournment(s) thereof. As 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:

February 25, 2010

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METROPOLITAN WEST FUNDS

[NAME OF SPECIFIC FUND]Metropolitan West AlphaTrak 500 Fund]

[Metropolitan West Strategic Income Fund]

SPECIAL MEETING OF SHAREHOLDERS – MARCH 31, 2010[], 2021

This proxy card is solicited on behalf of the Board of Trustees of the Metropolitan West Funds (the “Trust”) for the Special Meeting of Shareholders (the “Meeting”) to be held on March 31, 2010.[], 2021.

The undersigned hereby appoints Jeremy Steich[] and Sandra Adams[] as proxies, each with the power to appoint his or her substitute and to vote the shares held by him or her at the Meeting to be held at 10:00[] a.m. (Pacific time) on [], Eastern Time, on Wednesday, March 31, 20102021 at the offices of the Trust’s Administrator, PNC Global Investment Servicing, Inc.[Metropolitan West Asset Management, LLC, 865 South Figueroa Street, Los Angeles, CA 90017], at 760 Moore Road, King of Prussia, Pennsylvania 19406, 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’ discretion, upon such other matters as may properly come before the meetingMeeting or any adjournment thereof.thereof

PLEASE VOTE, SIGN, AND DATE THIS VOTING INSTRUCTION AND RETURN IT IN THE ENCLOSED ENVELOPE.

THESE VOTING INSTRUCTIONS WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS VOTING INSTRUCTION WILL BE VOTED “FOR” ALL PROPOSALS.THE PROPOSAL.

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

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.PROPOSAL.

Approve an amendment to the investment management agreement with Metropolitan West Asset Management, LLC.

    FOR    ☐            AGAINST     ☐            ABSTAIN    ☐

IMPORTANT

¨  FOR            ¨  AGAINST            ¨  ABSTAIN

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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.

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APPENDIX A

As of February 9, 2010, 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:

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2

3

4

5

6

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APPENDIX B

METROPOLITAN WEST FUNDS

NEW INVESTMENT MANAGEMENT AGREEMENT

METROPOLITAN WEST FUNDS

Investment Management Agreement

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of theday of, 2010, by and between Metropolitan West Funds, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of each series of the Trust listed inAppendixA hereto, as may be amended from time to time (hereinafter referred to individually as a “Fund” and collectively as the “Funds”) and Metropolitan West Asset Management, LLC, a California limited liability company (hereinafter called the “Manager”).

WITNESSETH:

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

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

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

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

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

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

2.Duties of Manager.

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

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.

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.

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 asAppendixA, 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 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.

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.]

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