0001193125-10-172149 Sample Contracts

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.

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