0001193125-13-304084 Sample Contracts

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).

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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.

Appendix A to Amended and Restated Operating Expenses Agreement (Effective June 26, 2013)
Operating Expenses Agreement • July 26th, 2013 • Metropolitan West Funds
AMENDMENT TO METROPOLITAN WEST FUNDS UNDERWRITING AGREEMENT
Underwriting Agreement • July 26th, 2013 • Metropolitan West Funds

This Amendment (the “Amendment”) to the Underwriting Agreement (the “Agreement”), dated as of April 1, 2012, by and between Metropolitan West Funds (the “Trust”) and Foreside Funds Distributors LLC (“Foreside”) is hereby entered into as of June 26, 2013 (the “Effective Date”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • July 26th, 2013 • Metropolitan West Funds • Delaware

THIS AGREEMENT is made as of April 1, 2013 by and between the investment company listed on the signature page hereto (the “Fund”, or if additional investment companies or series of the Fund are subsequently joined hereto, collectively a “Fund” and the “Funds”), and BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“BNY Mellon”).

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