AMENDMENT TO

   1
                                                                Exhibit 23(e)(1)

                                  AMENDMENT TO

                             UNDERWRITING AGREEMENT

         This Amendment dated as of May 21, 2001, is entered into by
METROPOLITAN WEST FUNDS (the "Fund") and PFPC DISTRIBUTORS, INC. ("PFPC").

         WHEREAS, the Fund and PFPC entered into an Underwriting Agreement dated
as of November 13, 2000 (as amended and supplemented, the "Agreement");

         WHEREAS, the Fund and PFPC wish to amend certain terms of the
Agreement;

         NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:

I. The Agreement is hereby amended by inserting
at the end thereof a new Section 15 which shall read in its entirety as follows:

         "15.     Confidentiality
                  ---------------

                  Notwithstanding any provision herein to the contrary, each
                  party hereto agrees that any Nonpublic Personal Information,
                  as defined under Section 248.3(t) of Regulation S-P
                  ("Regulation S-P"), promulgated under the Xxxxx-Xxxxx-Xxxxxx
                  Act (the "Act"), disclosed by a party hereunder is for the
                  specific purpose of permitting the other party to perform the
                  services set forth in this Agreement. Each party agrees that,
                  with respect to such information, it will comply with
                  Regulation S-P and the Act and that it will not disclose any
                  Nonpublic Personal Information received in connection with
                  this Agreement to any other party, except to the extent as
                  necessary to carry out the services set forth in this
                  Agreement or as otherwise permitted by Regulation S-P or the
                  Act."

II. Except to the extent amended hereby, the Agreement shall remain unchanged
and in full force and effect and is hereby ratified and confirmed in all
respects as amended hereby.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
and year first written above.

METROPOLITAN WEST FUNDS                          PFPC DISTRIBUTORS, INC.

By: __________________________                   By: __________________________