Metropolitan West Funds Sample Contracts

EXHIBIT 5
Metropolitan West Funds • December 24th, 1996 • California
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AMENDMENT TO
Underwriting Agreement • July 25th, 2001 • Metropolitan West Funds
WITNESSETH:
Investment Management Agreement • July 22nd, 2002 • Metropolitan West Funds • California
EXHIBIT 1
Agreement • December 24th, 1996 • Metropolitan West Funds • Delaware
ARTICLE I. DEFINITIONS
Manager Agreement • July 22nd, 2002 • Metropolitan West Funds • New York
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • July 26th, 2013 • Metropolitan West Funds

This Transfer Agency And Shareholder Services Agreement is made as of March 31, 2013 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), and Metropolitan West Funds (the “Investment Company”) and each Portfolio of the Investment Company listed on Schedule B (the “Funds”). Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” herein mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to time (deemed or in writing) pursuant to Section 16 or 19(l).

WITNESSETH:
Operating Expenses Agreement • July 22nd, 2002 • Metropolitan West Funds • California
ARTICLE I DEFINITIONS
Custody Agreement • July 22nd, 2002 • Metropolitan West Funds • New York
ARTICLE I
Custody Agreement • March 28th, 1997 • Metropolitan West Funds • New York
METROPOLITAN WEST FUNDS INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 12th, 2013 • Metropolitan West Funds • California

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 6th day of February, 2013, by and between Metropolitan West Funds, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of each series of the Trust listed in Appendix A 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”).

CUSTODY AGREEMENT
Custody Agreement • June 12th, 2024 • TCW ETF Trust • Massachusetts
ADMINISTRATION AGREEMENT
Administration Agreement • June 12th, 2024 • TCW ETF Trust • Massachusetts

This Administration Agreement (“Agreement”) dated and effective as of [ ], 2024, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and TCW ETF Trust, a Delaware statutory trust (the “Trust”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • June 12th, 2024 • TCW ETF Trust • Massachusetts

THIS AGREEMENT is made as of the ____ day of ___________, 2024, by and between STATE STREET BANK AND TRUST COMPANY, Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and TCW ETF TRUST, a Delaware business trust having its principal office and place of business at 515 South Flower Street, Los Angeles, California 90071 (the “Trust”).

AMENDED AND RESTATED SCHEDULE A
Metropolitan West Funds • September 26th, 2011

THIS SCHEDULE A, amended and restated effective as of , 2011, is Schedule A to that certain Amended and Restated Services Agreement dated as of March 31, 2004, as amended from time to time, between BNY Mellon Investment Servicing (US) Inc. and Metropolitan West Funds.

FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Form of Agreement and Plan of Reorganization • April 22nd, 2024 • TCW ETF Trust

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this day of [ ], 2024 by and among: (i) Metropolitan West Funds (the “Target Entity”), on behalf of its series listed under the heading “Target Fund” on Schedule A attached hereto (the “Target Fund”); and (ii) TCW ETF Trust (the “Acquiring Entity”), on behalf of its series listed under the heading “Acquiring Fund” on Schedule A (the “Acquiring Fund”). TCW Investment Management Company LLC (“TCW”) joins this Agreement solely for purposes of Section 9.2.

AMENDED AND RESTATED SCHEDULE A
Metropolitan West Funds • July 25th, 2012

THIS SCHEDULE A, amended and restated effective as of September 30, 2011, is Schedule A to that certain Underwriting Agreement dated as of July 1, 2010, as amended from time to time, between BNY Mellon Distributors Inc. (formerly, PFPC Distributors, Inc.) and Metropolitan West Funds.

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Appendix A to Amended and Restated Operating Expenses Agreement (Effective September 28, 2011)
Operating Expenses Agreement • July 25th, 2012 • Metropolitan West Funds
AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • July 26th, 2017 • Metropolitan West Funds • Delaware

This Amendment (“Amendment”) is made as of the 1st day of April, 2017, by and between the investment companies on Exhibit A to the Agreement (as defined below) (each, the “Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC. (“BNY Mellon”).

Appendix A to Amended and Restated Operating Expenses Agreement (Effective July 29, 2021)
Operating Expenses Agreement • July 26th, 2021 • Metropolitan West Funds
AMENDED AND RESTATED SCHEDULE II
Metropolitan West Funds • July 26th, 2013

THIS AMENDED AND RESTATED SCHEDULE II effective as of July 16, 2013 is the Schedule II to that certain Custody Agreement between Metropolitan West Funds and The Bank of New York Mellon (formerly, The Bank of New York) dated as of April 1, 2002, as may be amended from time to time.

METROPOLITAN WEST FUNDS AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT
Amended and Restated Services Agreement • July 27th, 2011 • Metropolitan West Funds

This Amendment (the “Amendment”) is made as of the 1st day of April, 2011, by and between METROPOLITAN WEST FUNDS, a Delaware statutory trust (the “Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC. (formerly, PNC Global Investment Servicing (U.S.) Inc.) (“BNY Mellon”), a Massachusetts corporation.

FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT OF METROPOLITAN WEST FUNDS
Investment Management Agreement • July 24th, 2009 • Metropolitan West Funds

This Amendment dated as of July 18, 2008, is entered into by METROPOLITAN WEST FUNDS, a Delaware statutory trust (the “Trust”) and METROPOLITAN WEST ASSET MANAGEMENT, LLC, a California limited liability company (the “Manager”).

AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • July 28th, 2004 • Metropolitan West Funds • Massachusetts

This Amended and Restated Services Agreement (the “Agreement”) is made as of March 31, 2004 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and METROPOLITAN WEST FUNDS, a Delaware business trust (the “Fund”).

Underwriting Agreement for: Metropolitan West Funds
Metropolitan West Funds • July 30th, 2010

Effective as of the closing of the sale of PNC Global Investment Servicing Inc. (“PGIS”), the indirect parent of PFPC Distributors, Inc. to THE BANK OF NEW YORK MELLON CORPORATION by THE PNC FINANCIAL SERVICES GROUP, INC., Metropolitan West Funds (the “Trust”), on behalf of each series thereof (each a “Fund” and collectively, the “Funds”) and BNY Mellon Distributors Inc. (formerly known as PFPC Distributors, Inc.) (the “Distributor”) hereby enter into this Underwriting Agreement on terms identical to those of the Underwriting Agreement between the parties effective as of November 13, 2000, as amended on May 21, 2001, June 27, 2002, June 16, 2003 and November 13, 2007 (the “Existing Agreement”) except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

AGREEMENT
Agreement • April 13th, 2018 • Metropolitan West Funds • Delaware

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of January, 2018 by and between Metropolitan West Funds, a Delaware statutory trust (the “Client”), and TCW Funds Distributors LLC, a Delaware limited liability company (the “Distributor”).

Schedule II Amendment to Custody Agreement Dated April 1, 2002
Metropolitan West Funds • September 26th, 2011
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