0001193125-09-154913 Sample Contracts

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”).

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AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • July 24th, 2009 • Metropolitan West Funds

THIS AMENDMENT (this “Amendment”) to the Services Agreement (the “Agreement”) dated March 31, 2004 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and each of the undersigned investment companies (each, the “Fund”) is made as of July 19, 2007. Capitalized terms used but not defined herein shall have the same meaning as in the Agreement.

METROPOLITAN WEST FUNDS AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT
Amended and Restated Services Agreement • July 24th, 2009 • Metropolitan West Funds

This Amendment (the “Amendment”) is made as of the 1st day of April, 2009, by and between METROPOLITAN WEST FUNDS, a Delaware statutory trust (the “Fund”) and PNC GLOBAL INVESTMENT SERVICING (U.S.) INC. (formerly, PFPC Inc.) (“PNC”), a Massachusetts corporation.

AMENDED AND RESTATED SCHEDULE A
Metropolitan West Funds • July 24th, 2009

THIS SCHEDULE A, amended and restated as of November 13, 2007 for the addition of the Administrative Class, is Schedule A to that certain Amended and Restated Services Agreement dated as of March 31, 2004, as amended from time to time, between PFPC Inc. and Metropolitan West Funds.

AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • July 24th, 2009 • Metropolitan West Funds • California

THIS AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT (the “Agreement”) is effective as of the 13th day of November, 2007, 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 limited liability company organized and existing under the laws of the State of California (hereinafter called the “Manager”).

RED FLAG SERVICES AMENDMENT
Red Flag Services Amendment • July 24th, 2009 • Metropolitan West Funds

This Red Flags Services Amendment (“Amendment”) is being entered into as of May 1, 2009 (“Effective Date”), by and between PNC Global Investment Servicing (U.S.) Inc. (formerly known as PFPC Inc.) (“PNC”) and the undersigned investment company (the “Fund”) and amends the agreement between PNC and the Fund pursuant to which PNC provides transfer agency services to the Fund, as amended to March 31, 2004 (“Existing Agreement”).

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