0001193125-03-024755 Sample Contracts

OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • July 28th, 2003 • Metropolitan West Funds • California

THIS OPERATING EXPENSES AGREEMENT (the “Agreement”) is effective as of the 1st day of April, 1999, by and between METROPOLITAN WEST FUNDS, a Delaware business 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 limited liability company organized and existing under the laws of the State of California (hereinafter called the “Manager”).

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METROPOLITAN WEST FUNDS Amended Investment Management Agreement
Investment Management Agreement • July 28th, 2003 • Metropolitan West Funds • California

THIS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 31st day of March, 1997, as amended and restated on May 18, 1998 and further amended on March 27, 2000 and May 19, 2003, by and between Metropolitan West Funds a Delaware business 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”).

ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT
Services Agreement • July 28th, 2003 • Metropolitan West Funds

This ANTI-MONEY LAUNDERING AND PRIVACY AMENDMENT (this “Amendment”) amends as of the 24th day of July, 2002 (the “Effective Date”), the SERVICES AGREEMENT, dated as of June 2002 (the “Agreement”) between Metropolitan West Funds (the “Company” or the “Fund”) and PFPC Inc. (“PFPC”) (the “Agreement”).

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