¹  The current management fee paid to the Adviser for providing services to the Fund consists of a basic fee at an annual rate of 1.20% of the Fund’s average net assets and a positive or negative performance adjustment of up to an annual rate of 0.70% (applied to the average net assets for the 12-month performance period), resulting in a total minimum fee of 0.50% and a total maximum fee of 1.90%. The average monthly management fee for the year ended March 31, 2021 was 1.27% (annual rate) based on average net assets for the year ended March 31, 2021.

²    The Fund is authorized to compensate broker-dealers and other third-party intermediaries up to 0.10% (10 basis points) of the I Class assets serviced by those intermediaries for shareholder services.

³     Under the current Operating Expense Agreement, the Adviser has contractually agreed to reduce advisory fees and/or reimburse expenses, including distribution expenses, to limit the Fund’s total annual operating expenses (excluding interest, taxes, brokerage commissions, short sale dividend expenses, acquired fund fees and expenses, and any expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation) to the net expenses shown in the table for the applicable share class. The Adviser may recoup reduced fees and expenses only within three years, provided that the recoupment does not 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 expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contract will remain in place until July 31, 2023. Although it does not expect to do so, the Board of Trustees is permitted to terminate that contract sooner in its discretion with written notice to the Adviser.

Strategic Income Fund – Class I

¹  The current management fee paid to the Adviser for providing services to the Fund consists of a basic fee at an annual rate of 1.20% of the Fund’s average net assets and a positive or negative performance adjustment of up to an annual rate of 0.70% (applied to the average net assets for the rolling 12-month performance period), resulting in a total minimum fee of 0.50% and a total maximum fee of 1.90%. The average monthly management fee for the year ended March 31, 2021 was 1.27% based on average net assets for the year ended March 31, 2021.

²     The Fund is authorized to compensate broker-dealers and other third-party intermediaries up to 0.10% (10 basis points) of the I Class assets serviced by those intermediaries for shareholder services.

³     Under the current Operating Expense Agreement, the Adviser has contractually agreed to reduce advisory fees and/or reimburse expenses, including distribution expenses, to limit the Fund’s total annual operating expenses (excluding interest, taxes, brokerage commissions, short sale dividend expenses, acquired fund fees and expenses, and any expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation) to the net expenses shown in the table for the applicable share class. The Adviser may recoup reduced fees and expenses only within three years, provided that the recoupment does not 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 expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contract will remain in place until July 31, 2023. Although it does not expect to do so, the Board of Trustees is permitted to terminate that contract sooner in its discretion with written notice to the Adviser.

The following examples are intended to help you compare the cost of investing in each Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in a Fund for the time periods indicated, that your investment has a 5% return each year, that there is no performance adjustment to the management fee, and that the Fund’s operating expenses remain the same. The costs below reflect the net expenses of a Fund that result from the contractual expense limitation in the first year only. Although your actual costs may be higher or lower, based on these assumptions you would pay the following expenses whether or not you redeemed your shares at the end of each period:

The table below compares the actual advisory fees paid to the Adviser for each Fund for the fiscal year ended March 31, 2021 to a hypothetical example of the amount of fees that would have been paid during this period had the Proposed Amendment been in effect, and also shows the percentage difference between the actual and pro forma values. The fees below reflect the advisory fees reduced and expenses reimbursed by the Adviser pursuant to the Operating Expenses Agreement.

As reflected in the table above, the actual advisory fees paid to the Adviser for each Fund for the fiscal year ended March 31, 2021, would have been lower for each Fund had the proposed flat advisory fee structure been in place during the past fiscal year, as compared to the fulcrum fee structure during the same period. However, because the current fulcrum fee for each Fund is tied to the Fund’s performance and because it is impossible to predict future performance, the Adviser cannot determine, if the Proposals are approved, whether the advisory fee for each Fund will be higher, lower, or the same as the advisory fee paid by that Fund under the current fulcrum fee structure.

The form of the Proposed Amendment, which was approved by the Board, including by a majority of the Independent Trustees, is included in the Proxy Statement in Exhibit A.

Board Considerations Regarding Proposed Amendment

The Board, including the Independent Trustees, considered information specifically relating to its consideration of the continuance of the Advisory Agreement with respect to each Fund at meetings held on August

24, 2020, and September 14, 2020 (the “September 2020 Meeting”), and the NewBoard approved the renewal of the Advisory Agreement with respect to each Fund for an additional one-year

term at the September 2020 Meeting. The Board, together withincluding the requisite number of Independent Trustees, votedconsidered 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 personlight of the COVID-19 pandemic.

The Board also recently approved the renewal of the Advisory Agreement for an additional one-year term at a meeting held on September 10, 201220, 2021. Because the consideration of the Proposed Amendment occurred before this recent renewal, the discussion herein refers to the Board’s considerations at the September 2020 Meeting and the June 2021 Meeting.

In considering whether to approve the New Agreement.Proposed Amendment, the Board and the Independent Trustees considered and discussed a wide variety of materials provided by the Adviser. The Board is recommendingAdviser discussed 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, that they approvewhich would require a proxy solicitation and a special meeting of shareholders, the New Agreement. A copycosts 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 New Agreement is attached to this Proxy Statement asAppendixB. The New Agreement is substantially identical toAdviser and with independent legal counsel, which included considering information and representations from the Current Agreement as described aboveAdviser supporting a conclusion that the Proposed Amendment will not result in all material respects, except for the commencement and renewal dates. Shareholders should also note that any voluntary or contractual reduction in the Adviser’s fee,nature or quality of services that are provided to the Adviser’s payment of expenses that otherwise was the responsibility of a Fund, under the Current Agreement will remain subject to recoupmentFunds by the Adviser toAdviser.

In considering the extentProposed Amendment, the recoupment canBoard 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 effected within the time frame specified in the New Agreement and within any then-applicable expense limitation for the affected Fund. In addition, the relevant performance periodsreduced 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 usedwould 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 determineinvestors and their investment advisers. The Board and the performanceIndependent 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 thesescale, 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 applicable securities indexes for determining any performance adjustment to the applicable advisory fees will include periods before the effective date of the New Agreement. The initial termProposed Amendment, the other terms of the NewAdvisory Agreement would extendnot change.

The Board and the Independent Trustees determined that the information received and the basis for two years from its effective date, after which itthe renewal of the Advisory Agreement at the September 2020 Meeting also would continue from year to year with respect to each Fund subjectground 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 same approval processSeptember 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 described above forreflected in the Current Agreement.Proposed Amendment.

This discussionNature, Extent and Quality of Services provided by the Adviser. As part of its consideration of the New Agreement is qualified in its entirety by reference toAppendixB.

Trustee Actions, Considerations, and Recommendations

At an in-person meetingrenewal of the Advisory Agreement, the Board held on September 10, 2012, the Trustees, includingand the Independent Trustees considered the approval of the New Agreement in respect of each Fund. In determining to approve the New Agreement, the Trustees considered that they had approved the continuation of the Current Agreement, the terms of which are substantially identical to the New Agreement, for an additional year at the same in-person meeting.

At their meeting on September 10, 2012, the Independent Trustees were represented by independent legal counsel and met separately in an executive session with that independent legal counsel present. During that executive session, the Independent Trustees spent additional time reviewing and discussing the information and materials that had been furnished by the Adviser at the request of the independent counsel for the Independent Trustees. The information, material facts, and conclusions

12

that formed the basis for their recommendation and the Board’s subsequent approval are described below. The Independent Trustees also participated in separate telephonic conferences with their independent counsel to discuss these matters.

Materials reviewed -In response to a detailed information request sent on the Independent Trustees’ behalf by their independent legal counsel, the Adviser addressed a range of information relating to the New Agreement, including, but not limited to, the Transaction, the expected benefits and costs to Fund shareholders, arrangements with Fund service providers, the expected management, operation, and compliance capabilities of and the resources available to the Adviser after the Transaction, plans regarding the marketing and distribution of the Funds, expected fees and expenses of the Funds, plans regarding the Adviser’s and TCW’s businesses, and arrangements related to the employment and retention of personnel at the Adviser and TCW. The Adviser’s response also included extensive materials regarding each Fund’s investment results, independently prepared advisory fee and expense comparisons to other mutual funds, advisory fee comparisons to advisory fees charged by the Adviser to its institutional clients, and financial and profitability information regarding the Adviser. Furthermore, during the course of each year, the Independent Trustees received a wide variety of materials relating to the services provided by the Adviser, including reports on each Fund’s investment results, portfolio composition, portfolio trading practices, shareholder services, and other information relating to the nature, extent and quality of the services provided by the Adviser to the Funds.

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

Review process -The Independent Trustees reviewed advice regarding legal and industry standards provided by legal counsel to the Trust, which is not independent legal counsel, and by their independent legal counsel. The Independent Trustees discussed the approval of the New Agreement with the Adviser’s representatives and in a private session at which no representativesresources of the Adviser were present. In decidingand its affiliates dedicated to recommend the approval of the New 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.

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

13

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 considered the Adviser’s commitment to investing in information technology supporting investment management and compliance. They noted the substantial additional

resources made available by TCW, the parent company of the Adviser,Adviser. The Board and the integrationIndependent Trustees examined and harmonizationdiscussed a detailed description of the extensive additional services provided to the Funds to support their operations betweenand compliance, as compared to the Advisermuch narrower range of services provided to the Adviser’s institutional and TCW, which is expectedsub-advised clients, as well as the Adviser’s oversight and coordination of numerous outside service providers to continue following the Transaction.Funds. They further noted the high level of regular communication between the Adviser and the Board.

Independent Trustees. The Adviser explained its responsibility to supervise the activities of the Funds’ various service providers, as well as supporting the Independent Trustees and their meetings, regulatory filings, and various operational personnel, and the 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 should continue to benefit the Funds and their shareholders.

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 longer and more recent periods.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 each Fund’s uniqueinvestment 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.

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

TheAdvisory Fees and Total Expenses. As part of their consideration of the renewal of the Advisory Agreement, the Board and the Independent Trustees compared the management fees (which Broadridge defines to include advisory 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

Strategic Income Fund, the Board and the Independent Trustees considered the Adviser’s view that the Broadridge peer group did not provide a suitable comparison given the significant differences in the strategies used by the Fund as compared to those used by funds in the peer group. In particular, the Adviser’s view is that the Strategic Income Fund and the Unconstrained Bond Fund. The Board discussed why the Lipper peer group was not a suitable comparison for the Strategic Income Fund and why that Fund should instead be compared to private absolute 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

14

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.

TheAt the September Meeting, the Board and the Independent Trustees also reviewed information regarding the advisory fees paidcharged by the Adviser to its institutional and sub-advisory clients with similar investment mandates, with accounts managed by affiliates of TCW. Itmandates. The 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.

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

The Adviser’s costs, level of profits, and economies of scale. In their consideration of the renewal of the Advisory Agreement, the Board and the Independent Trustees reviewed information regarding the Adviser’s costs of providing services to the Funds, as well as the resulting level of profits to the Adviser. They reviewed the Adviser’s stated assumptions and methods of allocating certain costs, such as personnel compensation costs, which constitute the Adviser’s largest operating cost. The Board and the Independent Trustees recognized that the Adviser should be entitled to earn a reasonable level of profits for the services that it provides to each Fund. The Board and the Independent Trustees also reviewed a comparison of the Adviser’s profitability with respect to the Funds to the profitability of certain unaffiliated publicly traded asset managers, which the Adviser believed supported its view that the Adviser’s profitability was reasonable. Based on their review, the Board and the Independent Trustees concluded that they were satisfied that the Adviser’s level of profitability from its relationship with each Fund was not unreasonable or excessive.

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 recognized that the advisory fees for the Funds do not have breakpoints, even the largest Funds, which would otherwise result in lower advisory fee rates as the Funds grow larger. They also recognized the Adviser’s assertionview that the advisory fees compare favorably to peer group fees and expenses and remain competitive even at higher asset levels.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.

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 fair and reasonable for the Funds.or its affiliates. In particular, they noted that the Adviser does not have any affiliates that materially benefit from the Adviser’s relationship to the Funds except through TCW’s ownership of the Adviser.

15

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 consideredconcluded that it is not anticipatedany potential benefits received or to be derived by the Adviser that there will be any material adverse change infrom its relationships with the Funds are reasonably related to the services provided by the Adviser to the Funds or personnel who are engaged in the portfolio management activities for the Fund as a resultFunds. In their consideration of the Transaction.Proposed Amendment, the Board and the Independent Trustees took into account these prior considerations.

Conclusions. In addition, the consensuscourse 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 based onunanimously, approved the information presentedProposed Amendment with respect to them, was that there would be no “unfair burden” on the Funds, as a resultsubject to shareholder approval, and concluded that the compensation under the Proposed Amendment with respect to the Funds is fair and reasonable in light of the Transaction withinservices that the meaningAdviser will provide and the expenses it will bear thereunder and in light of Section 15(f) ofsuch other matters as the Investment Company Act. In particular,Board and the Independent Trustees noted that the Adviser represented that there is not expectedconsidered to be an increaserelevant in the contractual advisory fee applicable to any Fund, or additional compensation paidexercise of their reasonable judgment.

Vote Required

Approval of the Proposals by the Funds toapplicable Fund requires the Adviser, TCW, or their affiliates, as a result of the Transaction. The Trustees considered that the terms of the New Agreement are substantially identical in all material respects to those of the Current Agreement.

On the basis of these and other factors, the Trustees concluded that it would be in the best interests of each of the Funds to continue to be advised by the Adviser, and voted unanimously, including the unanimousaffirmative 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“majority of the Funds foroutstanding voting securities” of that Fund. Under the 1940 Act, a two-year period commencing immediately following the shareholder approval“majority of the New Agreement and the consummation of the Transaction, and to recommend to shareholders of each Fund that they approve the New Agreement as well.

Section 15(f)

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

16

Transaction is consummated, SGHP and Carlyle have agreed to share the expenses related to obtaining the approvals of the Funds related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses. If the Transaction is not consummated, it is expected that SGHP and/or its affiliates would bear these costs.

Vote Required and Recommendation

The affirmative vote of a majority of each Fund’s outstanding voting securities (as defined in the Investment Company Act) is required to approve the New Agreement with respect to such Fund. The Investment Company Act defines a vote of a majority of a fund’s outstanding voting securities as the lesser of (i)of: (1) 67% or more of the voting securities representedof a Fund present at the meetingMeeting, if the holders of more than 50% of the outstanding voting securities of the Fund are so represented;present or (ii)represented by proxy; or (2) more than 50% of the outstanding voting securities.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 consummation[], 2021, or as soon as practicable thereafter.

OTHER BUSINESS

The Board knows of the Transaction. If the New Agreement is not approved with respect to one or more Funds, the Current Agreement with respect to those Funds would automatically terminate on the consummation of the Transaction. In that event, the Board would consider various alternatives such as again seeking shareholder approval of the New Agreement or of a different agreement, allowing the Adviser to manage the affected Fund at cost for a temporary period, hiring a transition manager or new manager, seeking shareholder approval of a reorganization or liquidating the Fund.

THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, BELIEVES THAT THE PROPOSAL TO APPROVE THE NEW AGREEMENT IS IN THE BEST INTERESTS OF EACH FUND AND ITS SHAREHOLDERS. THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL.

17

GENERAL INFORMATION

Other Matters to Come Before the Meeting

Management of the Trust does not know of any mattersno other business to be presented atbrought before the MeetingMeeting. However, if any other than the matter 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

If the Transaction is consummated, SGHP and Carlyle have agreed to share the expenses related to obtaining the approvalsjudgment of the Funds related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses. If the Transaction is not consummated, it is expected that SGHP and/or its affiliates would bear these costs.persons designated therein.

Solicitation of Proxies

Solicitation will be primarily by mail, but officers of the Funds or regular employees of the Adviser may also solicit without compensation by telephone, electronic communication, or personal contact. TCW has also retained AST Fund Solutions to assist in the solicitation process.

Adviser

Metropolitan West Asset Management, LLC, with 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. The Adviser’s websites arewww.mwamllc.com and www.tcw.com. Subject to the direction and control of the Board of Trustees, the Adviser supervises and arranges the purchase and sale of securities and other assets held in the portfolios of the Funds. The Adviser is a registered investment adviser organized in 1996. The Adviser, together with TCW and its other subsidiaries, managed $127.3 billion of various types of financial assets as of June 30, 2012.

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.

18

Trustees and Officers of the Trust

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

19

20

Interested Persons of the Trust and the Funds

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

Control Persons and Principal Holders of Securities

To the knowledge of the Trust, as of the Record Date, no current 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 Investment Company Act) of the Fund.

Principal Underwriter

The principal underwriter of the Funds’ shares is Foreside Funds Distributors LLC (the “Distributor”). The Distributor offers the Funds’ shares to the public on a

21

continuous basis. The address of the Distributor is 400 Berwyn Park, 899 Cassatt Road, Berwyn, Pennsylvania 19132.

Administrator

BNY Mellon Investment Servicing (US) 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.

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 Investment Company1940 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. YOU MAY ALSO SUBMIT YOUR PROXY ELECTRONICALLY OR BY TELEPHONE. SPECIFIC INSTRUCTIONS FOR THESE

VOTING OPTIONS ARE FOUND ON THE ENCLOSED PROXY FORM.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:

[October     ], 2012

22

APPENDIX A

Management Ownership.As of [September     ], 2012, to the knowledgeRecord Date, the Trustees and officers of management,the Trust, individually and as a group, owned beneficially less than 1% of the outstanding shares of the Funds. The Board is aware of no person ownedarrangements, the operation of which at a subsequent date may result in a change in control of the Funds. As of the Record Date, the Independent Trustees, and their respective immediate family members, did not own any securities beneficially or of record in the Adviser, the Underwriter or any of their respective affiliates.

Control Persons and Principal Shareholders. A principal shareholder is any person who owns (either of record or beneficially) 5% or more than 5% of the outstanding shares of any class of a Fund. A control person under the 1940 Act is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such control. A control person can have a significant impact on the outcome of a shareholder vote. As of the Record Date, the shareholders indicated below were known to the Trust to be either a control person or principal shareholder of the Funds.

[To be added]

Householding

If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate Proxy Cards. If you would like to receive a separate copy of the Proxy Statement, please call 1-800-241-4671 or write to Metropolitan West Funds, except865 South Figueroa Street, Los Angeles, California 90017. If you currently receive multiple copies of proxy statements and would like to request to receive a single copy of documents in the future, please call the toll-free number or write to the address above.

Exhibit A

FORM OF AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

This Amendment to Investment Management Agreement (this “Amendment”), effective as of [], 2021, is made by and between Metropolitan West Funds (the “Trust”) and Metropolitan West Asset Management, LLC (the “Manager,” and together with the Trust, the “Parties”).

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

WITNESSETH THAT:

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

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

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

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

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

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment, including the amended Appendix A attached hereto, to update]be signed by their duly authorized officers as of the date set forth below.

A-1

APPENDIX B

METROPOLITAN WEST FUNDS

INVESTMENT MANAGEMENT AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

2.Duties of Manager.

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

B-1

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

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

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

B-2

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

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

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

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

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

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

B-3

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.

B-4

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.

(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

B-5

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 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.

B-6

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.

B-7

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.

B-8

Appendix A to Investment Management Agreement

[See notes on continuation pages.]

B-9

B-10

B-11

B-12

B-13

METROPOLITAN WEST FUNDS

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

[Metropolitan West Strategic Income Fund]

SPECIAL MEETING OF SHAREHOLDERS – November 28, 2012[], 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 November 28, 2012.[], 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 1:00 p.m.[] a.m. (Pacific time) on [], Eastern time, on Wednesday, November 28, 20122021 at the offices of the Trust’s Administrator, BNY Mellon Investment Servicing (US) 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 [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        ¨

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.

                  FOR         ¨                 AGAINST        ¨                  ABSTAIN        ¨

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.

¨ CHECK HERE IF YOU PLAN TO ATTEND THE MEETING. (     PERSON(S) WILL ATTEND.)