As filed with the Securities and Exchange Commission on June 25, 2025
Securities Act File No. 033-52272
Investment Company Act File No. 811-07170
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [X] | |
Pre-Effective Amendment No. ___ | [ ] | |
Post-Effective Amendment No. 120 | [X] |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [X] | |||
Amendment No. 127 | [X] |
TCW FUNDS, INC.
(Registrant Exact Name as Specified in Charter)
515 South Flower Street
Los Angeles, CA 90071
(Address of Principal Executive Offices (Number, Street, City, State and Zip Code))
Registrants Telephone Number, including Area Code: 1 (213) 244-0000
Peter Davidson, Esq.
Vice President and Secretary
515 South Flower Street
Los Angeles, CA 90071
(Name and Address (Number, Street, City, State and Zip Code) of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Please send a copy of communications to:
David A. Hearth, Esq. Paul Hastings LLP 101 California Street, 48th Floor San Francisco, CA 94111 |
Peter Davidson, Esq. Vice President and Secretary 515 South Flower Street Los Angeles, CA 90071 |
Brian McCabe Ropes & Gray LLP 800 Boylston Street Boston, MA 02199 |
SUBJECT TO COMPLETION, DATED June 25, 2025
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED
[ ],
2025
PROSPECTUS
U.S. EQUITY FUNDS
TCW Concentrated Large Cap Growth Fund (Formerly, TCW Select Equities Fund) (Class I-3: [ ])
TCW Relative Value Large Cap Fund (Class I-3: [ ]) |
U.S. FIXED INCOME FUNDS
TCW Core Fixed Income Fund (Class I-3: [ ])
TCW Securitized Bond Fund (Formerly, TCW Total Return Bond Fund) (Class I-3: [ ])
|
INTERNATIONAL FUNDS
TCW Emerging Markets Income Fund (Class I-3: [ ])
TCW White Oak Emerging Markets Equity Fund (Class I-3: [ ]) |
This Prospectus tells you about the Class I-3 shares of six separate investment funds (each a Fund and collectively, the Funds) offered by TCW Funds, Inc., each of which has different investment objectives and policies that are designed to meet different investment goals. Please read this document carefully before investing and keep it for future reference.
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Fund Summaries |
||||
TCW Concentrated Large Cap Growth Fund | 2 | |||
TCW Relative Value Large Cap Fund | 7 | |||
TCW Core Fixed Income Fund | 11 | |||
TCW Securitized Bond Fund | 16 | |||
TCW Emerging Markets Income Fund | 22 | |||
TCW White Oak Emerging Markets Equity Fund | 27 | |||
Summary of Other Important Information Regarding Fund Shares |
||||
Purchase and Sale of Fund Shares | 33 | |||
Purchase Minimums for All Share Classes | 33 | |||
Tax Information | 33 | |||
Payments to Broker-Dealers and Other Financial Intermediaries | 33 | |||
Principal Investment Strategies of the Funds |
33 | |||
Principal Risks of the Funds |
34 | |||
Additional Risks |
50 | |||
Management of the Funds |
||||
Investment Advisor | 51 | |||
Portfolio Managers | 52 | |||
Advisory Agreement | 53 | |||
Payments by the Advisor | 55 | |||
Multiple Class Structure | ||||
Other Shareholder Servicing Expenses Paid by the Funds | 55 |
Your Investment Account Policies and Services |
||||
Buying Shares | 55 | |||
Calculation of NAV | 55 | |||
Minimums | 56 | |||
Automatic Investment Plan | 57 | |||
Telephone Purchase | 57 | |||
Selling Shares | 57 | |||
Signature Guarantees | 57 | |||
Exchanging Shares | 58 | |||
Third Party Transactions | 58 | |||
Account Statements | 58 | |||
Household Mailings | 58 | |||
Lost Shareholder | 59 | |||
General Policies | 59 | |||
Trading Limits | 59 | |||
To Open an Account/To Add to an Account | 60 | |||
To Sell or Exchange Shares | 62 | |||
Distributions and Taxes | 63 | |||
Portfolio Holdings Information | 64 | |||
Financial Highlights |
65 | |||
Glossary |
71 |
1
TCW Concentrated Large Cap Growth Fund (Formerly, TCW Select Equities Fund)
Investment Objective
The Funds investment objective is to seek to provide long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy, hold and sell shares of the Fund.
Shareholder Fees (Fees paid directly from your investment)
None.
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Share Class | |||||
I-3 | |||||
Management Fees | [ ]% | ||||
Distribution and/or Service (12b-1) Fees | None | ||||
Other Expenses | [ ]% | ||||
Shareholder Servicing Expenses1 |
[ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement2 | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement1 | [ ]% |
1 | The Fund is authorized to compensate broker-dealers and other third-party intermediaries up to 0.20% (20 basis points) of the I-3 Class assets serviced by those intermediaries for shareholder services. |
2 | The Funds investment advisor, TCW Investment Management Company LLC (the Advisor), has agreed to waive fees and/or reimburse expenses to limit the Funds total annual operating expenses (excluding interest, brokerage, extraordinary expenses and acquired fund fees and expenses, if any) to [ ]% of average daily net assets with respect to Class I-3 shares. The Advisor may recoup reduced fees and expenses within three years of the waiver or reimbursement, provided that the recoupment does not cause the Funds annual expense ratio to exceed (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contractual fee waiver/expense reimbursement will remain in place through [ ] and before that date, the investment advisor may not terminate this arrangement without approval of the Board of Directors. At the conclusion of this period, the Funds investment advisor may, in its sole discretion, terminate the contractual fee waiver/expense reimbursement or, with the Board of Directors approval, extend or modify that arrangement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The cost of investing in the I-3 share class of the Fund reflects the net expenses of the I-3 share class of the Fund that result from the contractual expense limitation in the first year only (through [ ]). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
I-3 | $[ ] | $[ ] | $[ ] | $[ ] |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 12.77% of the average value of its portfolio.
2
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in a concentrated portfolio of equity securities of large-capitalization companies (i.e., companies with market capitalizations, at the time of acquisition, within the capitalization range of the Russell 1000® Growth Index). As of December 31, 2024, the market capitalization of companies included the Russell 1000® Growth Index was between $1.67 billion and $3.79 trillion. If the Fund changes this investment policy, it will notify shareholders in writing at least 60 days in advance of the change. Equity securities include common and preferred stock; rights, warrants or options to purchase common or preferred stock; securities that may be converted into or exchanged for common or preferred stock, such as convertible preferred stock, convertible debt and Eurodollar convertible securities; equity securities of foreign companies listed on established exchanges, including NASDAQ; American Depositary Receipts (ADRs); equity securities of real estate investment trusts (REITs) and real estate companies; and other securities with equity characteristics. While the Fund invests primarily in equity securities of large-capitalization companies, it may also invest in equity securities of mid-capitalization companies.
The portfolio managers use a highly focused approach, which seeks to achieve superior long-term returns over a full market cycle by owning shares of companies that the portfolio managers believe to have strong and enduring business models and inherent advantages over their competitors. In selecting the Funds investments, the portfolio managers consider the extent to which businesses have leaders who prudently manage financially material risks to their business and demonstrate appropriate corporate governance in the management of their business. Fundamental research is used to identify these companies, as well as both qualitative and quantitative screening criteria to supplement the fundamental research.
Portfolio securities may be sold for a number of reasons, including when a company fails to meet expectations or when the portfolio managers believe that (i) there has been a deterioration in the underlying fundamentals of a company, (ii) the intermediate- and long-term prospects for a company are poor, (iii) another security may offer a better investment opportunity, (iv) an individual security has reached its sell target, or (v) the portfolio should be rebalanced for diversification or portfolio weighting purposes.
Principal Risks
Since the Fund holds securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks of the Fund are:
| equity risk: the risk that stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or extended periods as a result of changes in a companys financial condition or in overall market, economic and political conditions. |
| market risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| market and geopolitical events risk: the risk that the increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Funds portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. |
| price volatility risk: the risk that the value of the Funds investment portfolio will change as the prices of its investments go up or down. |
| large-capitalization company risk: the risk that securities of large-capitalization companies may underperform securities of smaller capitalization companies or the market as a whole. Large-capitalization companies may adapt more slowly to new competitive challenges and be subject to slower growth during times of economic expansion, which may increase the risk of loss to the Fund. |
3
| mid-capitalization company risk: the risk that mid-capitalization companies may have more volatile stock performance than large capitalization companies and are more likely to experience business failures, which may increase the risk of loss to the Fund. |
| growth investing risk: the risk of investing in growth stocks, which may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth potential. The growth investment style may be out of favor or may not produce the best results over short or longer time periods and may increase the volatility of the Funds share price. Growth-oriented funds typically underperform when value investing is in favor |
| issuer risk: the risk that the value of a security may decline for reasons directly related to the issuer such as management performance, financial leverage and reduced demand for the issuers goods or services. |
| liquidity risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. The liquidity of the Funds assets may change over time. |
| information technology sector risk: the risk that the Fund may be susceptible to the impact of market, economic, regulatory, and other factors affecting the information technology sector and that the value of the Fund may fluctuate more widely than it would for a fund that invests more broadly across varying sectors. Companies in the information technology sector may be affected by the overall economic conditions as well as by factors particular to the information technology sector, including intense competition, short product cycle, rapid product obsolescence, possible loss or impairment of intellectual property rights, and changes in government regulations. |
| portfolio management risk: the risk that an investment strategy may fail to produce the intended results. |
| securities selection risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or benchmarks that are representative of the asset class because of the portfolio managers choice of securities. |
| cybersecurity risk: the risk that, with the increased use of technology to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds ability to calculate its net asset value, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| foreign investing risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. |
| REIT and real estate company risk: the risk that the Fund may be susceptible to the impact of market, economic, regulatory, and other factors affecting the real estate industry and/or the local or regional real estate markets and that the value of the Fund may fluctuate more widely than it would for a fund that invests more broadly across varying industries and sectors. REITs and real estate companies may be negatively impacted by factors generally affecting the value of real estate and the earnings of companies engaged in the real estate industry as well as factors that specifically relate to the structure and operations of REITs and real estate companies, including heavy cash flow dependency, self-liquidation, the possibility of failing to qualify for tax-free pass-through of income under the federal tax law and the use of leverage. |
| concentration risk: although the Fund technically remains a diversified fund, the relative increase in the market value of certain holdings has made the Funds portfolio sufficiently concentrated that investors in the Fund are now subject to similar risks as investing in a non-diversified mutual fund. Non-diversification risk is the risk that the Fund may be more susceptible to any single economic, political or regulatory event than a diversified fund because a higher percentage of the Funds assets may be invested in the securities of a limited number of issuers. There can be no assurances as to when or whether the Fund will become less concentrated. |
Please see Principal Risks of the Funds for a more detailed description of the risks of investing in the Fund.
Your investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency entity or person.
4
Performance
The following bar chart and table provide some indication of the risks of investing in the Fund. Because Class I-3 has not commenced operations as of the date of this prospectus, the bar chart shows performance for the Funds Class I shares and the table shows annual total returns for the Funds Class I and Class N shares. Class I and Class N shares would have substantially similar annual returns to Class I-3 shares because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that Class I and Class N shares do not have the same expenses as Class I-3 shares. Performance information for Class I-3 shares will be provided after such shares have one full calendar year of performance.
The bar chart below shows how the Funds investment results have varied from year to year and the table below shows how the Funds average annual total returns for various periods compare with the Funds primary and secondary benchmark indexes. Before February 28, 2025, the Fund was managed with a different principal investment strategy and may have achieved different performance results under its current principal investment strategy from the performance shown for periods before that date. Past results (before and after taxes) are not predictive of future results. Updated information on the Funds investment results can be obtained by visiting www.TCW.com.
Calendar Year Total Returns
For Class I Shares
Highest/Lowest quarterly results during this period were:
Highest | 30.88% | (quarter ended 6/30/2020) | |||||
Lowest | -22.85% | (quarter ended 6/30/2022) |
Average Annual Total Returns
(For the period ended December 31, 2024)
Share Class | 1 Year | 5 Years | 10 Years | ||||||||||||
I Before taxes |
30.92% | 16.08% | 14.91% | ||||||||||||
- After taxes on distributions |
26.75% | 12.80% | 11.73% | ||||||||||||
- After taxes on distributions and sale of fund shares |
21.38% | 12.35% | 11.42% | ||||||||||||
N Before taxes |
30.80% | 15.90% | 14.68% | ||||||||||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes)1 |
25.02% | 14.53% | 13.10% | ||||||||||||
Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)2 |
33.36% | 18.96% | 16.78% |
1 | The Fund has adopted this broad-based index as its primary benchmark index in response to new regulatory requirements. |
2 | The Russell 1000® Growth Index, the Funds secondary benchmark index, measures the performance of those companies in the Russell 1000® Index with higher price-to-book ratios and higher forecasted growth values. |
After-tax returns are calculated using the highest individual federal income tax rates in effect each year and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation and likely will differ from the results shown above, and after-tax returns shown are not relevant if you hold your Fund shares through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account (IRA). After-tax returns are shown for only one class of shares, and after-tax returns for the other class of shares will vary.
Investment Advisor
TCW Investment Management Company LLC is the investment advisor to the Fund.
5
Portfolio Managers
The portfolio managers for the Fund are:
Name | Experience with the Fund |
Primary Title with Investment Advisor | ||||||||
Brandon Bond, CFA (Co-Portfolio Manager) |
|
2 years (Since February 2023) |
Managing Director | |||||||
Brian McNamara (Co-Portfolio Manager) |
|
Since October 2024 |
Managing Director | |||||||
Bo Fifer, CFA (Co-Portfolio Manager) |
|
Since October 2024 |
Managing Director |
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please turn to the Summary of Other Important Information Regarding Fund Shares at page 33 of this Prospectus.
6
TCW Relative Value Large Cap Fund
Investment Objective
The Funds investment objective is to seek capital appreciation, with a secondary goal of current income.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy, hold and sell shares of the Fund.
Shareholder Fees (Fees paid directly from your investment)
None.
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Share Class | |||||
I-3 | |||||
Management Fees | [ ]% | ||||
Distribution and/or Service (12b-1) Fees | None | ||||
Other Expenses | [ ]% | ||||
Shareholder Servicing Expenses1 |
[ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement2 | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement1 | [ ]% |
1 | The Fund is authorized to compensate broker-dealers and other third-party intermediaries up to 0.20% (20 basis points) of the I-3 Class assets serviced by those intermediaries for shareholder services. |
2 | The Funds investment advisor, TCW Investment Management Company LLC (the Advisor), has agreed to waive fees and/or reimburse expenses to limit the Funds total annual operating expenses (excluding interest, brokerage, extraordinary expenses and acquired fund fees and expenses, if any) to [ ]% of average daily net assets with respect to Class I-3 shares. The Advisor may recoup reduced fees and expenses within three years of the waiver or reimbursement, provided that the recoupment does not cause the Funds annual expense ratio to exceed (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contractual fee waiver/expense reimbursement will remain in place through [ ] and before that date, the investment advisor may not terminate this arrangement without approval of the Board of Directors. At the conclusion of this period, the Funds investment advisor may, in its sole discretion, terminate the contractual fee waiver/expense reimbursement or, with the Board of Directors approval, extend or modify that arrangement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The cost of investing in the I-3 share class of the Fund reflects the net expenses of the I-3 share class of the Fund that result from the contractual expense limitation in the first year only (through [ ]). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
I-3 | $[ ] | $[ ] | $[ ] | $[ ] |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 39.50% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in equity securities of large-capitalization companies, meaning those with market capitalizations, at
7
the time of acquisition, within the capitalization range of the companies comprising the Russell 1000® Index. As of December 31, 2024, the market capitalization of companies included the Russell 1000® Index was between $355 million and $3.79 trillion. If the Fund changes this investment policy, it will notify shareholders in writing at least 60 days in advance of the change. Equity securities include common and preferred stock; rights, warrants or options to purchase common or preferred stock; securities that may be converted into or exchanged for common or preferred stock, such as convertible preferred stock, convertible debt and Eurodollar convertible securities; equity securities of foreign companies listed on established exchanges, including NASDAQ; American Depositary Receipts (ADRs); and other securities with equity characteristics.
The portfolio managers analyze economic and market conditions and identify securities that the portfolio managers believe will make the best investments in the pursuit of the Funds investment objective. In selecting the Funds investments, the portfolio managers sometimes consider the extent to which businesses have leaders who prudently manage financially material risks to their business and demonstrate appropriate corporate governance in the management of their business. Additionally, the portfolio managers consider various factors including:
| a companys market capitalization; |
| a companys price-to-book; |
| a companys price-to-earnings; |
| a companys price-to-sales; |
| a companys price-to-cash flow; and/or |
| a companys dividend yield. |
The Fund will invest mostly in companies the portfolio managers believe are value companies. In managing the Funds investments, the portfolio managers blend a number of investment strategies. The portfolio managers emphasize investing in companies that tend to have one or more characteristics that are lower than the equivalent characteristics for companies in the S&P 500 Index. The portfolio managers seek companies that they believe are neglected or out of favor and whose stock prices are low in relation to current earnings, cash flow, book value and sales and companies that they believe have reasonable prospects for growth even though the expectations for these companies are low and their valuations are temporarily depressed.
Portfolio securities may be sold for a number of reasons, including when a company fails to meet expectations or when the portfolio managers believe that (i) there has been a deterioration in the underlying fundamentals of a company, (ii) the intermediate- and long-term prospects for a company are poor, (iii) another security may offer a better investment opportunity, (iv) an individual security has reached its sell target, or (v) the portfolio should be rebalanced for diversification or portfolio weighting purposes.
Principal Risks
Since the Fund holds securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks of the Fund are:
| equity risk: the risk that stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or extended periods as a result of changes in a companys financial condition or in overall market, economic and political conditions. |
| market risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| market and geopolitical events risk: the risk that the increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Funds portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. |
8
| price volatility risk: the risk that the value of the Funds investment portfolio will change as the prices of its investments go up or down. |
| large-capitalization company risk: the risk that securities of large-capitalization companies may underperform securities of smaller capitalization companies or the market as a whole. Large-capitalization companies may adapt more slowly to new competitive challenges and be subject to slower growth during times of economic expansion, which may increase the risk of loss to the Fund. |
| value investing risk: the risk of investing in undervalued stocks, which may not realize their perceived value for extended periods of time or may never realize their perceived value. Value stocks may respond differently to market and other developments than other types of stocks. The value investment style may be out of favor or may not produce the best results over short or longer time periods and may increase the volatility of the Funds share price. Value-oriented funds typically underperform when growth investing is in favor. |
| issuer risk: the risk that the value of a security may decline for reasons directly related to the issuer such as management performance, financial leverage and reduced demand for the issuers goods or services. |
| liquidity risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. The liquidity of the Funds assets may change over time. |
| portfolio management risk: the risk that an investment strategy may fail to produce the intended results. |
| securities selection risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or benchmarks that are representative of the asset class because of the portfolio managers choice of securities. |
| cybersecurity risk: the risk that, with the increased use of technology to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds ability to calculate its net asset value, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| foreign investing risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. |
Please see Principal Risks of the Funds for a more detailed description of the risks of investing in the Fund.
Your investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency entity or person.
Performance
The following bar chart and table provide some indication of the risks of investing in the Fund. Because Class I-3 has not commenced operations as of the date of this prospectus, the bar chart shows performance for the Funds Class I shares and the table shows annual total returns for the Funds Class I and Class N shares. Class I and Class N shares would have substantially similar annual returns to Class I-3 shares because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that Class I and Class N shares do not have the same expenses as Class I-3 shares. Performance information for Class I-3 shares will be provided after such shares have one full calendar year of performance.
The bar chart below shows how the Funds investment results have varied from year to year and the table below shows how the Funds average annual total returns for various periods compare with the Funds primary and secondary benchmark indexes. Past results (before and after taxes) are not predictive of future results. Updated information on the Funds investment results can be obtained by visiting www.TCW.com.
9
Calendar Year Total Returns
For Class I Shares
Highest/Lowest quarterly results during this period were:
Highest | 20.87% | (quarter ended 12/31/2020) | |||||
Lowest | -30.94% | (quarter ended 3/31/2020) |
Average Annual Total Returns
(For the period ended December 31, 2024)
Share Class | 1 Year | 5 Years | 10 Years | ||||||||||||
I Before taxes |
18.60% | 12.10% | 8.91% | ||||||||||||
- After taxes on distributions |
16.83% | 10.32% | 6.04% | ||||||||||||
- After taxes on distributions and sale of fund shares |
12.30% | 9.35% | 6.38% | ||||||||||||
N Before taxes |
18.35% | 11.91% | 8.69% | ||||||||||||
S&P 500 Index (reflects no deduction for fees, expenses or taxes)1 |
25.02% | 14.53% | 13.10% | ||||||||||||
Russell 1000® Value Index (reflects no deduction for fees, expenses or taxes)2 |
14.37% | 8.68% | 8.49% |
1 | The Fund has adopted this broad-based index as its primary benchmark index in response to new regulatory requirements. |
2 | The Russell 1000® Value Index, the Funds secondary benchmark index, measures the performance of those companies in the Russell 1000® Index with lower price-to-book ratios and lower forecasted growth values. |
After-tax returns are calculated using the highest individual federal income tax rates in effect each year and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation and likely will differ from the results shown above, and after-tax returns shown are not relevant if you hold your Fund shares through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account (IRA). After-tax returns are shown for only one class of shares, and after-tax returns for the other class of shares will vary.
Investment Advisor
TCW Investment Management Company LLC is the investment advisor to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
Name | Experience with the Fund |
Primary Title with Investment Advisor | ||||||||
Diane E. Jaffee, CFA (Lead Portfolio Manager) (until June 30, 2025) |
26 years | |
Group Managing Director |
|||||||
Matthew J. Spahn (Co-Portfolio Manager) |
22 years | |
Managing Director |
|||||||
Iman Brivanlou, PhD (Co-Portfolio Manager) |
|
Since October 2024 |
|
Managing Director |
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please turn to the Summary of Other Important Information Regarding Fund Shares at page 33 of this Prospectus.
10
Investment Objective
The Funds investment objective is to seek to maximize current income and achieve above average total return consistent with prudent investment management over a full market cycle.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy, hold and sell shares of the Fund.
Shareholder Fees (Fees paid directly from your investment)
None.
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Share Class | |||||
I-3 | |||||
Management Fees | [ ]% | ||||
Distribution and/or Service (12b-1) Fees | None | ||||
Other Expenses | [ ]% | ||||
Shareholder Servicing Expenses1 |
[ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement2 | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement1 | [ ]% |
1 | The Fund is authorized to compensate broker-dealers and other third-party intermediaries up to 0.20% (20 basis points) of the I-3 Class assets serviced by those intermediaries for shareholder services. |
2 | The Funds investment advisor, TCW Investment Management Company LLC (the Advisor), has agreed to waive fees and/or reimburse expenses to limit the Funds total annual operating expenses (excluding interest, brokerage, extraordinary expenses and acquired fund fees and expenses, if any) to [ ]% of average daily net assets with respect to Class I-3 shares. The Advisor may recoup reduced fees and expenses within three years of the waiver or reimbursement, provided that the recoupment does not cause the Funds annual expense ratio to exceed (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contractual fee waiver/expense reimbursement will remain in place through [ ] and before that date, the investment advisor may not terminate this arrangement without approval of the Board of Directors. At the conclusion of this period, the Funds investment advisor may, in its sole discretion, terminate the contractual fee waiver/expense reimbursement or, with the Board of Directors approval, extend or modify that arrangement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The cost of investing in the I-3 share class of the Fund reflects the net expenses of the I-3 share class of the Fund that result from the contractual expense limitation in the first year only (through [ ]). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
I-3 | $[ ] | $[ ] | $[ ] | $[ ] |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 453.67% of the average value of its portfolio.
11
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in debt securities. If the Fund changes this investment policy, it will notify shareholders in writing at least 60 days in advance of the change. The Fund may invest in various types of debt securities, including but not limited to securities issued or guaranteed by the United States government or its agencies, instrumentalities or sponsored corporations; corporate obligations (including convertible securities); mortgage-backed and asset-backed securities (which may be privately issued); local currency- or U.S. dollar-denominated foreign debt securities (corporate and government); money market instruments; and other securities bearing fixed or variable interest rates of any maturity.
The Fund invests in the U.S. and abroad, including emerging markets, and may purchase securities of varying maturities issued by domestic and foreign corporations and governments. The Fund may invest in foreign securities that are denominated in U.S. dollars as well as in local currency.
The Fund may invest up to 5% of its net assets in below investment grade bonds (commonly known as junk bonds), which are bonds rated below BBB by Fitch Ratings, Inc., below BBB by S&P Global Ratings and below Baa by Moodys Investors Service, Inc., or, if unrated, bonds deemed by the Funds investment advisor to be of comparable quality. The Fund may also invest a portion of its assets in bank loans of companies that have issued high yield securities. High yield portfolio holdings are diversified by industry and issuer in an attempt to reduce the impact of negative events on an industry or issuer.
The Fund may invest in derivative instruments such as options, futures and swap agreements for investment management or hedging purposes. The derivatives in which the Fund may invest also include securities that are commonly referred to as mortgage derivatives, including inverse floaters, interest only (IO) strips, principal-only (PO) strips, inverse IOs and tiered index bonds. The Fund may also purchase or sell securities on a when-issued, delayed delivery or forward commitment basis.
In managing the Funds investments, under normal market conditions, the portfolio managers use a controlled risk approach. The techniques of this approach attempt to control the principal risk components of the fixed income markets and include consideration of:
| security selection within a given sector; |
| relative performance of the various market sectors; |
| the shape of the yield curve; and |
| fluctuations in the overall level of interest rates. |
Portfolio securities and other instruments may be sold for a number of reasons, including when the portfolio managers believe that (i) another security or instrument may offer a better investment opportunity, (ii) there has been a deterioration in the credit fundamentals of an issuer, (iii) an individual security or instrument has reached its sell target, or (iv) the portfolio should be rebalanced for diversification or portfolio weighting purposes.
Principal Risks
Since the Fund holds securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks of the Fund are:
| debt securities risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| market risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| market and geopolitical events risk: the risk that the increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Funds portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. |
12
| interest rate risk: the risk that debt securities will decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| credit risk: the risk that an issuer will default in the payment of principal and/or interest on a security. |
| price volatility risk: the risk that the value of the Funds investment portfolio will change as the prices of its investments go up or down. |
| issuer risk: the risk that the value of a security may decline for reasons directly related to the issuer such as management performance, financial leverage and reduced demand for the issuers goods or services. |
| liquidity risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the investment advisor, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Funds assets may change over time. |
| frequent trading risk: the risk that frequent trading will lead to increased portfolio turnover and higher transaction costs, which may reduce the Funds performance and may cause higher levels of current tax liability to shareholders in the Fund. |
| valuation risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| prepayment risk: the risk that in times of declining interest rates, the Funds higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| extension risk: the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter-term securities. |
| mortgage-backed securities risk: the risk of investing in mortgage-backed securities, including prepayment risk and extension risk. Mortgage-backed securities react differently to changes in interest rates than other bonds, and some mortgage-backed securities are not backed by the full faith and credit of the U.S. government. |
| U.S. government securities risk: the risk that debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. government, and as so investments in their securities or obligations issued by them involve credit risk greater than investments in other types of U.S. government securities. |
| U.S. treasury obligations risk: the risk that the value of U.S. treasury obligations may decline as a result of changes in interest rates, certain political events in the U.S., and strained relations with certain foreign countries. |
| derivatives risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| when-issued and delayed delivery securities and forward commitments risk: when-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the securitys price. |
| leverage risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Funds liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. |
| counterparty risk: the risk that the other party to a contract, such as a derivatives contract, will not fulfill its contractual obligations. |
| portfolio management risk: the risk that an investment strategy may fail to produce the intended results. |
13
| securities selection risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or benchmarks that are representative of the asset class because of the portfolio managers choice of securities. |
| cybersecurity risk: the risk that, with the increased use of technology to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds ability to calculate its net asset value, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| asset-backed securities risk: the risk of investing in asset-backed securities, including the risk of loss as a result of the impairment of the value of the underlying financial assets, prepayment risk and extension risk. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. |
| junk bond risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade bonds. |
| foreign investing risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. |
| foreign currency risk: the risk that foreign currencies will decline in value relative to the U.S. dollar and affect the Funds investments in foreign currencies, in securities that are denominated, trade, and/or receive revenues in foreign currencies, or in derivatives that provide exposure to foreign currencies. |
| emerging market country risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
Please see Principal Risks of the Funds for a more detailed description of the risks of investing in the Fund.
Your investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency entity or person.
Performance
The following bar chart and table provide some indication of the risks of investing in the Fund. Because Class I-3 has not commenced operations as of the date of this prospectus, the bar chart shows performance for the Funds Class I shares and the table shows annual total returns for the Funds Class I, Class N and Plan Class shares. Class I, Class N and Plan Class shares would have substantially similar annual returns to Class I-3 shares because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that Class I, Class N Plan Class shares do not have the same expenses as Class I-3 shares. Performance information for Class I-3 shares will be provided after such shares have one full calendar year of performance.
The bar chart below shows how the Funds investment results have varied from year to year and the table below shows how the Funds average annual total returns for various periods compare with the Funds benchmark index. Past results (before and after taxes) are not predictive of future results. Updated information on the Funds investment results can be obtained by visiting www.TCW.com.
14
Calendar Year Total Returns
For Class I Shares
Highest/Lowest quarterly results during this period were:
Highest | 7.33% | (quarter ended 12/31/2023) | |||||
Lowest | -6.19% | (quarter ended 3/31/2022) |
Average Annual Total Returns
(For the period ended December 31, 2024)
Share Class | 1 Year | 5 Years | 10 Years | Since Inception | ||||||||||||||||
I Before taxes (Inception: 1/1/1990)1 |
0.75% | -0.40% | 1.20% | 5.00% | ||||||||||||||||
- After taxes on distributions |
-0.99% | -1.60% | 0.05% | 3.40% | ||||||||||||||||
- After taxes on distributions and sale of fund shares |
0.44% | -0.77% | 0.44% | 3.36% | ||||||||||||||||
N Before taxes (Inception: 3/1/1999) |
0.59% | -0.57% | 0.98% | 3.89% | ||||||||||||||||
Plan Before taxes (Inception: 2/28/2020) |
0.72% | N/A | N/A | -1.05% | ||||||||||||||||
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)2 |
1.25% | -0.33% | 1.35% | 4.99% |
1 | Performance data includes the performance of the predecessor entity for periods before the Funds registration became effective. The predecessor entity was not registered under the 1940 Act and, therefore, was not subject to certain investment restrictions that are imposed by the 1940 Act. If the predecessor entity had been registered under the 1940 Act, the predecessor entitys performance may have been lower. |
2 | The Bloomberg U.S. Aggregate Bond Index is a market capitalization-weighted index of investment grade, U.S. dollar-denominated, fixed-rate debt issues, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage), asset-backed securities and commercial mortgage-backed securities (agency and non-agency). |
After-tax returns are calculated using the highest individual federal income tax rates in effect each year and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation and likely will differ from the results shown above, and after-tax returns shown are not relevant if you hold your Fund shares through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account (IRA). After-tax returns are shown for only one class of shares, and after-tax returns for the other classes of shares will vary.
Investment Advisor
TCW Investment Management Company LLC is the investment advisor to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
Name | Experience with the Fund |
Primary Title with Investment Advisor | ||||||||
Bryan T. Whalen, CFA |
11 years | |
Group Managing Director |
|||||||
Jerry Cudzil |
|
1 Year Since September |
|
Group Managing Director |
||||||
Ruben Hovhannisyan, CFA |
|
1 Year Since September |
Managing Director |
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please turn to the Summary of Other Important Information Regarding Fund Shares at page 33 of this Prospectus.
15
TCW Securitized Bond Fund (Formerly, TCW Total Return Bond Fund)
Investment Objective
The Funds investment objective is to seek to maximize current income and achieve above average total return consistent with prudent investment management over a full market cycle.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy, hold and sell shares of the Fund.
Shareholder Fees (Fees paid directly from your investment)
None.
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Share Class | |||||
I-3 | |||||
Management Fees | [ ]% | ||||
Distribution and/or Service (12b-1) Fees | None | ||||
Other Expenses | [ ]% | ||||
Shareholder Servicing Expenses1 |
[ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement2 | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement1 | [ ]% |
1 | The Fund is authorized to compensate broker-dealers and other third-party intermediaries up to 0.20% (20 basis points) of the I-3 Class assets serviced by those intermediaries for shareholder services. |
2 | The Funds investment advisor, TCW Investment Management Company LLC (the Advisor), has agreed to waive fees and/or reimburse expenses to limit the Funds total annual operating expenses (excluding interest, brokerage, extraordinary expenses and acquired fund fees and expenses, if any) to [ ]% of average daily net assets with respect to Class I-3 shares. The Advisor may recoup reduced fees and expenses within three years of the waiver or reimbursement, provided that the recoupment does not cause the Funds annual expense ratio to exceed (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contractual fee waiver/expense reimbursement will remain in place through [ ] and before that date, the investment advisor may not terminate this arrangement without approval of the Board of Directors. At the conclusion of this period, the Funds investment advisor may, in its sole discretion, terminate the contractual fee waiver/expense reimbursement or, with the Board of Directors approval, extend or modify that arrangement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The cost of investing in the I-3 share class of the Fund reflects the net expenses of the I-3 share class of the Fund that result from the contractual expense limitation in the first year only (through [ ]). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
I-3 | $[ ] | $[ ] | $[ ] | $[ ] |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 327.85% of the average value of its portfolio.
16
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in debt securities issued by securitized vehicles and similar instruments. A securitized vehicle typically issues debt securities backed by assets it owns such as commercial or residential mortgage loans, and well as other types of assets. If the Fund changes this investment policy, it will notify shareholders in writing at least 60 days in advance of the change. The Fund may invest in various types of debt securities, including securities issued or guaranteed by the United States government or its agencies, instrumentalities or sponsored corporations; corporate obligations (including convertible securities); mortgage-backed and asset-backed securities (which may be privately issued); local currency- or U.S. dollar-denominated foreign debt securities (corporate and government); money market instruments; and other debt obligations bearing fixed or variable interest rates of any maturity.
At least 50% of the Funds net assets will be invested in securitized obligations guaranteed by the United States government or its agencies, instrumentalities or sponsored corporations; privately issued mortgage-backed and asset-backed securities rated at time of investment Aa3 or higher by Moodys Investors Service, Inc., AA- or higher by S&P Global Ratings or the equivalent by any other nationally recognized statistical organization; other obligations of the United States government or its agencies, instrumentalities or sponsored corporations; and money market instruments. The Fund may invest in below investment grade bonds (commonly known as junk bonds), which are bonds rated below BBB by Fitch Ratings, Inc., below BBB by S&P Global Ratings and below Baa by Moodys Investors Service, Inc., or, if unrated, bonds deemed by the Funds investment advisor to be of comparable quality.
The Fund may invest in derivative instruments such as options, futures and swap agreements for investment management or hedging purposes. The derivatives in which the Fund may invest include securities that are commonly known as mortgage derivatives, including inverse floaters, interest only (IO) strips, principal-only (PO) strips, inverse IOs and tiered index bonds. The Fund may also purchase or sell securities on a when-issued, delayed delivery or forward commitment basis.
In managing the Funds investments, under normal market conditions, the portfolio managers seek to construct an investment portfolio with a weighted average duration of no more than eight years. Portfolio securities or other instru-
ments may be sold for a number of reasons, including when the portfolio managers believe that (i) another security or instrument may offer a better investment opportunity, (ii) there has been a deterioration in the credit fundamentals of an issuer, (iii) an individual security or instrument has reached its sell target, or (iv) the portfolio should be rebalanced for diversification or portfolio weighting purposes.
Principal Risks
Since the Fund holds securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks of the Fund are:
| debt securities risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| market risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| market and geopolitical events risk: the risk that the increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Funds portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. |
| interest rate risk: the risk that debt securities will decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| credit risk: the risk that an issuer will default in the payment of principal and/or interest on a security. |
17
| price volatility risk: the risk that the value of the Funds investment portfolio will change as the prices of its investments go up or down. |
| prepayment risk: the risk that in times of declining interest rates, the Funds higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| extension risk: the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter-term securities. |
| mortgage-backed securities risk: the risk of investing in mortgage-backed securities, including prepayment risk and extension risk. Mortgage-backed securities react differently to changes in interest rates than other bonds, and some mortgage-backed securities are not backed by the full faith and credit of the U.S. government. |
| U.S. government securities risk: the risk that debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. government, and as so investments in their securities or obligations issued by them involve credit risk greater than investments in other types of U.S. government securities. |
| asset-backed securities risk: the risk of investing in asset-backed securities, including the risk of loss as a result of the impairment of the value of the underlying financial assets, prepayment risk and extension risk. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. |
| issuer risk: the risk that the value of a security may decline for reasons directly related to the issuer such as management performance, financial leverage and reduced demand for the issuers goods or services. |
| liquidity risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the investment advisor, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain |
liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Funds assets may change over time. |
| frequent trading risk: the risk that frequent trading will lead to increased portfolio turnover and higher transaction costs, which may reduce the Funds performance and may cause higher levels of current tax liability to shareholders in the Fund. |
| valuation risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| U.S. treasury obligations risk: the risk that the value of U.S. treasury obligations may decline as a result of changes in interest rates, certain political events in the U.S., and strained relations with certain foreign countries. |
| derivatives risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| when-issued and delayed delivery securities and forward commitments risk: when-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the securitys price. |
| leverage risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Funds liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. |
| counterparty risk: the risk that the other party to a contract, such as a derivatives contract, will not fulfill its contractual obligations. |
18
| junk bond risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade bonds. |
| portfolio management risk: the risk that an investment strategy may fail to produce the intended results. |
| securities selection risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or benchmarks that are representative of the asset class because of the portfolio managers choice of securities. |
| cybersecurity risk: the risk that, with the increased use of technology to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds ability to calculate its net asset value, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| foreign investing risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. |
Please see Principal Risks of the Funds for a more detailed description of the risks of investing in the Fund.
Your investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency entity or person.
Performance
The following bar chart and table provide some indication of the risks of investing in the Fund. Because Class I-3 has not commenced operations as of the date of this prospectus, the bar chart shows performance for the Funds Class I shares and the table shows annual total returns for the Funds Class I, Class N and Plan Class shares. Class I, Class N and Plan Class shares would have substantially similar annual returns to Class I-3 shares because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that Class I, Class N and Plan Class shares do not have the same expenses as Class I-3 shares. Performance information for Class I-3 shares will be provided after such shares have one full calendar year of performance.
The bar chart below shows how the Funds investment results have varied from year to year and the table below shows how the Funds average annual total returns for various periods compare with the Funds benchmark index. Before February 28, 2025, the Fund was managed with a different principal investment strategy and may have achieved different performance results under its current principal investment strategy from the performance shown for periods before that date. Past results (before and after taxes) are not predictive of future results. Updated information on the Funds investment results can be obtained by visiting www.TCW.com.
19
Calendar Year Total Returns
For Class I Shares
Highest/Lowest quarterly results during this period were:
Highest | 7.85% | (quarter ended 12/31/2023) | |||||
Lowest | -6.43% | (quarter ended 3/31/2022) |
20
Average Annual Total Returns
(For the period ended December 31, 2024)
Share Class | 1 Year | 5 Years | 10 Years | Since Inception | ||||||||||||||||
I Before taxes (Inception: 6/17/1993) |
1.82% | -0.89% | 0.93% | 5.09% | ||||||||||||||||
- After taxes on distributions |
-0.79% | -2.55% | -0.63% | 2.86% | ||||||||||||||||
- After taxes on distributions and sale of fund shares |
1.06% | -1.33% | 0.07% | 3.03% | ||||||||||||||||
N Before taxes (Inception: 3/1/1999) |
1.62% | -1.09% | 0.68% | 4.35% | ||||||||||||||||
Plan Before taxes (Inception: 2/28/2020) |
1.77% | N/A | N/A | -1.74% | ||||||||||||||||
Bloomberg U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)1 |
1.25% | -0.33% | 1.35% | 4.34% |
1 | The Bloomberg U.S. Aggregate Bond Index is a market capitalization-weighted index of investment grade, U.S. dollar-denominated, fixed-rate debt issues, including Treasuries, government-related and corporate securities, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage), asset-backed securities and commercial mortgage-backed securities (agency and non-agency). |
After-tax returns are calculated using the highest individual federal income tax rates in effect each year and do not reflect the impact of state and local taxes. Your actual
after-tax returns depend on your individual tax situation and likely will differ from the results shown above, and after-tax returns shown are not relevant if you hold your Fund shares through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account (IRA). After-tax returns are shown for only one class of shares, and after-tax returns for the other classes of shares will vary.
Investment Advisor
TCW Investment Management Company LLC is the investment advisor to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
Name | Experience with the Fund |
Primary Title with Investment Advisor | ||||||||
Elizabeth (Liza) Crawford |
4 years | |
Managing Director |
|||||||
Bryan T. Whalen, CFA |
|
3 years (Since December |
|
Group Managing Director |
||||||
Peter Van Gelderen |
|
1 year (Since October |
|
Managing Director |
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please turn to the Summary of Other Important Information Regarding Fund Shares at page 33 of this Prospectus.
21
TCW Emerging Markets Income Fund
Investment Objective
The Funds investment objective is to seek high total return from current income and capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy, hold and sell shares of the Fund.
Shareholder Fees (Fees paid directly from your investment)
None.
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Share Class | |||||
I-3 | |||||
Management Fees | [ ]% | ||||
Distribution and/or Service (12b-1) Fees | None | ||||
Other Expenses | [ ]% | ||||
Shareholder Servicing Expenses1 |
[ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement2 | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement1 | [ ]% |
1 | The Fund is authorized to compensate broker-dealers and other third-party intermediaries up to 0.20% (20 basis points) of the I-3 Class assets serviced by those intermediaries for shareholder services. |
2 | The Funds investment advisor, TCW Investment Management Company LLC (the Advisor), has agreed to waive fees and/or reimburse expenses to limit the Funds total annual operating expenses (excluding interest, brokerage, extraordinary expenses and acquired fund fees and expenses, if any) to [ ]% of average daily net assets with respect to Class I-3 shares. The Advisor may recoup reduced fees and expenses within three years of the waiver or reimbursement, provided that the recoupment does not cause the Funds annual expense ratio to exceed (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contractual fee waiver/expense reimbursement will remain in place through [ ] and before that date, the investment advisor may not terminate this arrangement without approval of the Board of Directors. At the conclusion of this period, |
the Funds investment advisor may, in its sole discretion, terminate the contractual fee waiver/expense reimbursement or, with the Board of Directors approval, extend or modify that arrangement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The cost of investing in the I-3 share class of the Fund reflects the net expenses of the I-3 share class of the Fund that result from the contractual expense limitation in the first year only (through [ ]). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
I-3 | $[ ] | $[ ] | $[ ] | $[ ] |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 106.48% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in debt securities issued or guaranteed by companies, financial institutions and government entities
22
in Emerging Market Countries (as defined in the paragraph below). If the Fund changes this investment policy, it will notify shareholders in writing at least 60 days in advance of the change. The Fund may invest in high yield or below investment grade bonds (commonly known as junk bonds), which are bonds rated below BBB by S&P Global Ratings or below Baa by Moodys Investors Service, Inc., or, if unrated, bonds deemed by the Funds investment advisor to be of comparable quality. The Fund generally invests in at least four Emerging Market Countries.
An Emerging Market Country means any of the countries in the J.P. Morgan Emerging Market Bond Index (EMBI) Global Diversified, the J.P. Morgan Corporate Emerging Market Bond Index (CEMBI) Broad Diversified, the J.P. Morgan Government Bond Index-Emerging Markets (GBI-EM), the MSCI Total Return Emerging Markets Index (Net) and the MSCI Frontier Markets Index. Emerging Markets corporate debt includes the debt of companies in each of these indices and debt of companies in the countries that are in each of these indices.
The Fund may invest in distressed or defaulted corporate securities where the portfolio managers believe the restructured enterprise valuations or liquidation valuations may significantly exceed current market values. In addition, the Fund may invest in distressed or defaulted sovereign investments where the portfolio managers believe the expected debt sustainability of the country exceeds current market valuations. The Fund may invest in derivative instruments, such as credit-linked notes, structured investments, options, futures, options on futures (including those related to options, securities, foreign currencies, indexes and interest rates), forward contracts, swaps (including interest rate and credit default swaps) and options on swaps, for investment management (e.g., as a substitute for investing directly in debt securities and currencies, to increase returns, to manage credit or interest rate risk, or to manage the effective maturity or duration of the Funds investment portfolio) or hedging purposes. The Fund also may make forward commitments in which the Fund agrees to buy or sell a security in the future at a price agreed upon today.
In allocating investments among various Emerging Market Countries, the portfolio managers attempt to analyze internal political, market and economic factors. These factors include, but are not limited to:
| Public finances; |
| Monetary policy; |
| External accounts; |
| Financial markets; |
| Foreign investment regulations; |
| Exchange rate policy; |
| Labor conditions; |
| Political outlook; |
| Structural reform policy; and |
| ESG factors. |
Portfolio securities and other instruments may be sold for a number of reasons, including when the portfolio managers believe that (i) an individual security or instrument has reached its sell target, (ii) there has been a deterioration in the credit fundamentals of an issuer, (iii) there are negative macroeconomic or geopolitical considerations that may affect an issuer, (iv) another security or instrument may offer a better investment opportunity, or (v) the portfolio should be rebalanced for diversification or portfolio weighting purposes.
Principal Risks
Since the Fund holds securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks of the Fund are:
| debt securities risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| market risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| market and geopolitical events risk: the risk that the increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely |
23
impact issuers in a different country, region or financial market. Securities in the Funds portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. |
| interest rate risk: the risk that debt securities will decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| credit risk: the risk that an issuer will default in the payment of principal and/or interest on a security. |
| foreign investing risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. |
| foreign currency risk: the risk that foreign currencies will decline in value relative to the U.S. dollar and affect the Funds investments in foreign currencies, in securities that are denominated, trade, and/or receive revenues in foreign currencies, or in derivatives that provide exposure to foreign currencies. |
| emerging market country risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
| price volatility risk: the risk that the value of the Funds investment portfolio will change as the prices of its investments go up or down. |
| non-U.S. sovereign debt risk: the risk that investments in debt obligations of non-U.S. sovereign governments may lose value due to the government entitys unwillingness or inability to repay principal and interest when due in accordance with the terms of the debt obligation or otherwise in a timely manner. The Fund may have limited (or no) recourse in the event of a default because bankruptcy, moratorium and other similar laws applicable to issuers of sovereign debt obligations may be substantially different from those applicable to private issuers and any recourse may be subject to the political climate in the relevant country. |
| junk bond risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade bonds. |
| distressed and defaulted securities risk: the risk that the repayment of defaulted securities and obligations of distressed issuers is subject to significant uncertainties. |
| issuer risk: the risk that the value of a security may decline for reasons directly related to the issuer such as management performance, financial leverage and reduced demand for the issuers goods or services. |
| liquidity risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the investment advisor, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Funds assets may change over time. |
| frequent trading risk: the risk that frequent trading will lead to increased portfolio turnover and higher transaction costs, which may reduce the Funds performance and may cause higher levels of current tax liability to shareholders in the Fund. |
| valuation risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
24
| derivatives risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| leverage risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Funds liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. |
| counterparty risk: the risk that the other party to a contract, such as a derivatives contract, will not fulfill its contractual obligations. |
| portfolio management risk: the risk that an investment strategy may fail to produce the intended results. |
| securities selection risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or benchmarks that are representative of the asset class because of the portfolio managers choice of securities. |
| cybersecurity risk: the risk that, with the increased use of technology to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds ability to calculate its net asset value, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
Please see Principal Risks of the Funds for a more detailed description of the risks of investing in the Fund.
Your investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency entity or person.
Performance
The following bar chart and table provide some indication of the risks of investing in the Fund. Because Class I-3 has not commenced operations as of the date of this prospectus, the bar chart shows performance for the Funds Class I shares and the table shows annual total returns for the Funds Class I, Class N and Plan Class shares. Class I, Class N and Plan Class shares would have substantially similar annual returns to Class I-3 shares because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that Class I, Class N and Plan Class shares do not have the same expenses as Class I-3 shares. Performance information for Class I-3 shares will be provided after such shares have one full calendar year of performance.
The bar chart below shows how the Funds investment results have varied from year to year and the table below shows how the Funds average annual total returns for various periods compare with the Funds benchmark index. This information provides some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year. Past results (before and after taxes) are not predictive of future results. Updated information on the Funds investment results can be obtained by visiting www.TCW.com.
Calendar Year Total Returns
For Class I Shares
Highest/Lowest quarterly results during this period were:
Highest | 16.14% | (quarter ended 6/30/2020) | |||||
Lowest | -19.23% | (quarter ended 3/31/2020) |
25
Average Annual Total Returns
(For the period ended December 31, 2024)
Share Class | 1 Year | 5 Years | 10 Years | Since Inception | ||||||||||||||||
I Before taxes (Inception: 9/1/1996)1 |
7.32% | -0.20% | 2.93% | 7.44% | ||||||||||||||||
- After taxes on distributions |
4.50% | -2.22% | 0.82% | 4.46% | ||||||||||||||||
- After taxes on distributions and sale of fund shares |
4.32% | -1.01% | 1.32% | 4.63% | ||||||||||||||||
N Before taxes (Inception: 3/1/2004) |
7.23% | -0.29% | 2.75% | 5.72% | ||||||||||||||||
Plan Before taxes (Inception: 2/28/2020) |
7.57% | N/A | N/A | -0.09% | ||||||||||||||||
J.P. Morgan EMBI Global Diversified Index (reflects no deduction for fees, expenses or taxes)2 |
6.54% | 0.12% | 3.13% | 7.45% |
1 | Performance data includes the performance of the predecessor entity for periods before the Funds registration became effective. The predecessor entity was not registered under the 1940 Act, and therefore, was not subject to certain investment restrictions that are imposed by the 1940 Act. If the predecessor entity had been registered under the 1940 Act, the predecessor entitys performance may have been lower. |
2 | The J.P. Morgan EMBI Global Diversified Index is a market capitalization-weighted total return index of U.S. dollar-denominated Brady bonds, Eurobonds, traded loans issued by emerging market sovereign and quasi-sovereign entities. |
After-tax returns are calculated using the highest individual federal income tax rates in effect each year and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your individual tax situation and likely will differ from the results shown above, and after-tax returns shown are not relevant if you hold your Fund shares through
a tax-deferred arrangement, such as a 401(k) plan or individual retirement account (IRA). After-tax returns are shown for only one class of shares, and after-tax returns for the other classes of shares will vary.
Investment Advisor
TCW Investment Management Company LLC is the investment advisor to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
Name | Experience with the Fund |
Primary Title with Investment Advisor | ||||||||
Penelope D. Foley (Lead Portfolio Manager) (until December 31, 2025) |
15 years | |
Group Managing Director |
|||||||
David I. Robbins (Lead Portfolio Manager) |
15 years | |
Group Managing Director |
|||||||
Alex Stanojevic (Lead Portfolio Manager) (until June 30, 2025) |
7 years | |
Group Managing Director |
|||||||
Christopher Hays (Co-Manager) |
Since May 2024 | Managing Director | ||||||||
Jae H. Lee (Co-Manager) |
Since May 2024 | Managing Director |
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please turn to the Summary of Other Important Information Regarding Fund Shares at page 33 of this Prospectus.
26
TCW White Oak Emerging Markets Equity Fund
Investment Objective
The Funds investment objective is to seek to provide long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy, hold and sell shares of the Fund.
Shareholder Fees (Fees paid directly from your investment)
None.
Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Share Class | |||||
I-3 | |||||
Management Fees | [ ]% | ||||
Distribution and/or Service (12b-1) Fees | None | ||||
Other Expenses | [ ]% | ||||
Shareholder Servicing Expenses1 |
[ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement2 | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement1 | [ ]% |
1 | The Fund is authorized to compensate broker-dealers and other third-party intermediaries up to 0.20% (20 basis points) of the I-3 Class assets serviced by those intermediaries for shareholder services. |
2 | The Funds investment advisor, TCW Investment Management Company LLC (the Advisor), has agreed to waive fees and/or reimburse expenses to limit the Funds total annual operating expenses (excluding interest, brokerage, extraordinary expenses and acquired fund fees and expenses, if any) to [ ]% of average daily net assets with respect to Class I-3 shares. The Advisor may recoup reduced fees and expenses within three years of the waiver or reimbursement, provided that the recoupment does not cause the Funds annual expense ratio to exceed (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contractual fee waiver/expense reimbursement will remain in place through [ ] and before that date, the investment advisor may not terminate this arrangement without approval of the Board of Directors. At the conclusion of this period, the Funds investment advisor may, in its sole discretion, terminate the contractual fee waiver/expense reimbursement or, with the Board of Directors approval, extend or modify that arrangement. |
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. The cost of investing in the I-3 share class of the Fund reflects the net expenses of the I-3 share class of the Fund that result from the contractual expense limitation in the first year only ([ ]). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Share Class | 1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
I-3 | $[ ] | $[ ] | $[ ] | $[ ] |
Portfolio Turnover
The Fund pays transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Funds performance. Because the Fund does not have a full year of operations history, no portfolio turnover figures are available.
27
Principal Investment Strategies
Under normal circumstances, the Fund invests at least 80% of the value of its net assets, plus any borrowings for investment purposes, in equity and equity-related transferable securities that provide exposure to companies that are domiciled in, or that derive a predominant proportion of their value from, emerging market countries. Equity and equity-related transferable securities consist of common stocks, preferred stocks, warrants or any other instruments whose price is linked to the value of common stock, such as convertible bonds, depositary receipts, exchange-traded funds (ETFs) and equity derivatives. If the Fund changes this investment policy, it will notify shareholders in writing at least 60 days in advance of the change.
The portfolio managers select investments by choosing companies that the portfolio managers believe have intrinsic value opportunities as compared to their market price. Potential investments are assessed by using a bottom-up stock selection approach that includes a fundamental analysis of a companys financial statements, management record, capital structure, operations, and competitive positioning within its industry.
The Fund is not subject to any limits on the market capitalization of securities in which it may invest. The Fund may invest in IPOs (initial public offerings) and other primary issuances like rights or bonus issues. A bonus issue is an offer of free additional shares to existing shareholders. The Fund may invest up to 10% of its net assets in equity index futures of emerging market countries or ETFs for efficient portfolio management purposes, i.e., to manage purchases, redemptions and fund liquidity. The Fund may also invest in cash or cash equivalents, including the derivative instruments described below.
In order to assess a companys or other issuers substantial ties to an emerging market country, the Fund primarily uses one or more of the following criteria: whether (i) at least 50% of the companys assets are located in emerging market countries; (ii) at least 50% of the companys revenue is generated in emerging market countries; (iii) the company is organized, conducts its principal operations, or maintains its principal place of business or principal manufacturing facilities in an emerging market country; (iv) the companys securities are traded principally in an emerging market country; or (v) the Funds portfolio managers otherwise believe that the companys enterprise value is exposed to the economic fortunes and risks of emerging market countries (because, for
example, the Funds portfolio managers believe that the companys growth is substantially dependent on emerging market countries). The Fund also considers classifications by the World Bank, the International Finance Corporation, the International Monetary Fund and the Funds benchmark index, the MSCI Emerging Markets Index, in determining whether a country is an emerging market country. Emerging market countries generally include every country in the world except the U.S., Canada, Japan, Australia, New Zealand, and most of the countries in Western Europe. From time to time, the Fund may focus its investments in a particular country or geographic region, including China and/or India.
The Fund may invest in other investment companies, including U.S. or foreign investment companies and ETFs, to the extent permitted by the Investment Company Act of 1940, as amended (the 1940 Act). The Fund may invest in equity securities of real estate investment trusts (REITs), which are pooled investment vehicles that typically invest directly in real estate, mortgages and/or loans collateralized by real estate. The Fund may also invest in depositary receipts, including American, European, Global and Indian Depositary Receipts of emerging markets companies or issuers.
The Fund may invest up to 10% of its net assets in derivatives, in particular futures, for hedging, risk reduction and non-speculative purposes. Futures are agreements to buy or sell a fixed amount of a security or currency at a fixed date in the future. The Fund may also invest in participatory notes (P-notes), which are a type of derivative instrument used by foreign investors to access Indian capital markets and recognized by Securities and Exchange Board of India (SEBI). P-notes are issued by registered foreign portfolio investors (FPIs) to overseas investors that wish to be a part of the Indian stock market without going through the elaborate registration process with SEBI. P-notes are among a group of investments considered to be Offshore Derivative Investments (ODIs). The Fund uses P-notes selectively and typically as a means of obtaining adequate allocations to oversubscribed IPOs.
Portfolio securities and other instruments may be sold for a number of reasons, including when the portfolio managers believe that (i) an individual security or instrument has reached its sell target, (ii) there has been a deterioration in the credit fundamentals of an issuer, (iii) there are negative macroeconomic or geopolitical considerations that may affect an
28
issuer, (iv) another security or instrument may offer a better investment opportunity, or (v) the portfolio should be rebalanced for diversification or portfolio weighting purposes.
The Fund is non-diversified, which means that it may invest its assets in a smaller number of issuers than a diversified fund.
Principal Risks
Since the Fund holds securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks of the Fund are:
| new fund risk: the risk that a new funds performance may not represent how the fund is expected to or may perform in the long term. In addition, new funds have limited operating histories for investors to evaluate and new funds may not attract sufficient assets to achieve investment and trading efficiencies. |
| market risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| equity risk: the risk that stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or extended periods as a result of changes in a companys financial condition or in overall market, economic or political conditions. |
| market and geopolitical events risk: the risk that the increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in the Funds portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics, epidemics, terrorism, international conflicts, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years may result in market volatility and may have long term effects on both the U.S. and global financial markets. |
| foreign investing risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. |
| foreign currency risk: the risk that foreign currencies will decline in value relative to the U.S. dollar and affect the Funds investments in foreign currencies, in securities that are denominated, trade, and/or receive revenues in foreign currencies, or in derivatives that provide exposure to foreign currencies. |
| emerging market country risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
| country/regional risk: the risk that, because the Fund may from time to time focus its investments in a particular country or geographic region, an investment in the Fund may entail greater risk than an investment in a fund that does |
29
not focus its investments in a single or region, because these securities may be more sensitive to adverse social, political, economic or regulatory developments affecting that country or region. As a result, events affecting a single or small number of countries may have a significant and potentially adverse impact on the Funds investments, and the Funds performance may be more volatile than that of funds that invest globally. The Fund may focus its investments in China. |
| risks associated with China: the risk that, because the Chinese government exercises significant control over Chinas economy through its industrial policies, monetary policy, management of currency exchange rates, and management of the payment of foreign currency-denominated obligations, changes in these policies could adversely impact affected industries or companies in China. Chinas economy, particularly its export-oriented industries, may be adversely impacted by trade or political disputes with Chinas major trading partners, including the U.S. In addition, as its consumer class continues to grow, Chinas domestically oriented industries may be especially sensitive to changes in government policy and investment cycles. |
| risks associated with India: the risks associated with investing in Indian issuers, including that actions, bureaucratic obstacles and inconsistent economic reform within the Indian government have had a significant effect on the Indian economy and could adversely affect market conditions, economic growth and the profitability of private enterprises in India. Global factors and foreign actions may inhibit the flow of foreign capital on which India is dependent to sustain its growth. Large portions of many Indian companies remain in the hands of their founders (including members of their families). Corporate governance standards of family-controlled companies may be weaker and less transparent, which increases the potential for loss and unequal treatment of investors. India experiences many of the risks associated with developing economies, including relatively low levels of liquidity, which may result in extreme volatility in the prices of Indian securities. Religious, cultural and military disputes persist in India, and between India and Pakistan (as well as sectarian groups within each country). Both India and Pakistan have tested nuclear arms, and the threat of deployment of such weapons could hinder development of the Indian economy, and escalating tensions could impact the broader region, including China. Indian securities may be subject to a short-term capital gains tax in India on gains realized upon disposition of securities lots held less than one year. The Fund accrues for this potential expense, which reduces its |
net asset values. For further information regarding this tax, please see Distributions and Taxes. |
| preferred stock risk: the risk that, although preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy, in the event a company is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. If interest rates rise, the dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. |
| depositary receipts risk: the risk that, although depositary receipts have risks similar to the securities that they represent, they may also involve higher expenses and may trade at a discount (or premium) to the underlying security. In addition, depositary receipts may not pass through voting and other shareholder rights, and may be less liquid than the underlying securities listed on an exchange. |
| price volatility risk: the risk that the value of the Funds investment portfolio will change as the prices of its investments go up or down. |
| issuer risk: the risk that the value of a security may decline for reasons directly related to the issuer such as management performance, financial leverage and reduced demand for the issuers goods or services. |
| other investment company risk: the risk that investments by the Fund in the shares of other investment companies, including U.S. or foreign investment companies, ETFs and certain REITs, are subject to the risks associated with such investment companies portfolio securities. Accordingly, the Funds investment in shares of another investment company will fluctuate based on the performance of such investment companys portfolio securities. Further, Fund shareholders will indirectly bear a proportionate share of the expenses of any investment company in which the Fund invests, in addition to paying the Funds expenses. |
| REIT risk: the risk that the Fund may be susceptible to the impact of market, economic, regulatory, and other factors affecting the real estate industry and/or the local or regional real estate markets and that the value of the Fund may fluctuate more widely than it would for a fund that invests more broadly across varying industries and sectors. REITs may be negatively impacted by factors generally affecting the value of real estate and the earnings of companies |
30
engaged in the real estate industry as well as factors that specifically relate to the structure and operations of REITs, including heavy cash flow dependency, self-liquidation, the possibility of failing to qualify for tax-free pass-through of income under the federal tax law and the use of leverage. REITs that invest in mortgages or mortgage-backed securities may also be indirectly subject to various risks associated with those investments, including, but not limited to, credit risk, interest rate risk, leverage risk and prepayment risk. |
| liquidity risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the investment advisor, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Funds assets may change over time. |
| non-diversification risk: the risk that the Fund may be more susceptible to any single economic, political or regulatory event than a diversified fund because a higher percentage of the Funds assets may be invested in the securities of a limited number of issuers. |
| valuation risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| derivatives risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose |
more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| participatory notes risk: the risk of investing in P-notes, which, because they represent interests in securities listed on certain foreign exchanges, present similar risks to investing directly in such securities, including foreign investment risk and emerging market country risk. P-notes also expose investors to counterparty risk, which is the risk that the entity issuing the note may not be able to honor its financial commitments. The purchaser of a P-note must rely on the creditworthiness of the bank or broker that issues the P-note. P-notes do not have the same rights as a shareholder of the underlying foreign security. |
| leverage risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Funds liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. |
| counterparty risk: the risk that the other party to a contract, such as a derivatives contract, will not fulfill its contractual obligations. |
| portfolio management risk: the risk that an investment strategy may fail to produce the intended results. |
| securities selection risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or benchmarks that are representative of the asset class because of the portfolio managers choice of securities. |
| cybersecurity risk: the risk that, with the increased use of technology to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds ability to calculate its net asset value, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
31
Please see Principal Risks of the Fund for a more detailed description of the risks of investing in the Fund.
Your investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency entity or person.
Performance
Because the Fund does not have a full year of operations history, it has no investment results. Once the Fund has a performance record of at least one year, a bar chart and performance table will be included in this Prospectus. This information will provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year. Past results (before and after taxes) are not predictive of future results. Updated information on the Funds investment results can be obtained by visiting www.TCW.com.
Investment Advisor
TCW Investment Management Company LLC is the investment advisor to the Fund.
The Fund is subadvised by White Oak Capital Partners Pte. Ltd. (White Oak).
Portfolio Managers
The portfolio managers for the Fund are:
Name | Experience with the Fund | ||||
Prashant Khemka, Founder and Chief Investment Officer, White Oak |
|
Since inception (February 2025) |
|||
Manoj Garg, Founding Member and Director, White Oak |
|
Since inception (February 2025) |
|||
Wen Loong Lim, Investment Director, White Oak |
|
Since inception (February 2025) |
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please turn to the Summary of Other Important Information Regarding Fund Shares at page 33 of this Prospectus.
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Summary of Other Important Information
Regarding Fund Shares
Purchase and Sale of Fund Shares
You may purchase or redeem Fund shares on any business day (any day the New York Stock Exchange is open). Purchase and redemption orders for Fund shares are processed at the net asset value next calculated after an order is received by the Fund.
You may conduct transactions by mail (TCW Funds, Inc. c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, WI 53201-0701), or by telephone at 1-800-248-4486. Redemptions by telephone are only permitted upon previously receiving appropriate authorization. You may also purchase, exchange or redeem Fund shares through your dealer or financial advisor.
Purchase Minimums for Class I-3 Shares
Share Class and Type of Account |
Minimum Initial Investment |
Subsequent Investments | ||||||||
Class I-3 Regular Account |
$ | [ | ] | $ | [ | ] | ||||
Class I-3 Individual/Retirement Account |
$ | [ | ] | $ | [ | ] |
A broker-dealer or other financial intermediary may require a higher minimum initial investment, or may aggregate or combine accounts in order to allow its customers to apply a lower minimum investment.
Dividends and capital gains distributions you receive from the Fund are subject to federal income taxes and may also be subject to state and local taxes, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the Fund over another investment. Ask your individual financial advisor or visit your financial intermediarys website for more information.
Principal Investment Strategies of the Funds
Information about each Funds principal investment strategies and investment practices appears in the relevant summary section for each Fund at the beginning of the Prospectus. Certain Funds have adopted a policy to invest at least 80% of their net assets, plus any borrowing for investment purposes, in a particular type of security. A Fund may change its 80% policy upon 60 days prior written notice to shareholders.
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All the Funds are affected by changes in the economy, or in securities and other markets. There is also the possibility that investment decisions TCW Investment Management Company LLC (the Advisor) makes with respect to the investments of the Funds will not accomplish what they were designed to achieve or that the investments will have disappointing performance.
Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more money your investment has the potential to earn for you and the more you can lose. Because the Funds hold securities with fluctuating market prices, the value of each Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in a Fund could go down as well as up.
Each Fund may engage in defensive investing, which is a deliberate, temporary shift in portfolio strategy that may be undertaken when markets start behaving in volatile or unusual ways. The Fund may, for temporary defensive purposes, invest a substantial part of its assets in bonds of U.S. or foreign governments, certificates of deposit, bankers acceptances, high-grade commercial paper, repurchase agreements, money market funds and cash. When the Fund has invested defensively in low risk, low return securities, it may not achieve its investment objective. References to minimum credit ratings or quality for securities apply to the time of investment.
Your investment in a Fund is not a bank deposit, and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity, or person. You can lose money by investing in a Fund. When you sell your shares of a Fund, they could be worth more or less than what you paid for them.
The following tables summarize the principal risks of investing in each Fund. Your investment may be subject (in varying degrees) to these risks as well as other risks. Each Fund may be more susceptible to some of these risks than others. Risks not marked for a particular Fund may, however, still apply to some extent to that Fund at various times.
U.S. Equity Funds | ||||||||||
TCW Concentrated Large Cap Growth Fund |
TCW Relative Value Large Cap Fund | |||||||||
Concentration Risk |
✓ | |||||||||
Cybersecurity Risk |
✓ | ✓ | ||||||||
Equity Risk |
✓ | ✓ | ||||||||
Foreign Investing Risk |
✓ | ✓ | ||||||||
Growth Investing Risk |
✓ | |||||||||
Information Technology Sector Risk |
✓ | |||||||||
Issuer Risk |
✓ | ✓ | ||||||||
Large-Capitalization Company Risk |
✓ | ✓ | ||||||||
Liquidity Risk |
✓ | ✓ | ||||||||
Market Risk |
✓ | ✓ | ||||||||
Market and Geopolitical Events Risk |
✓ | ✓ | ||||||||
Mid-Capitalization Company Risk |
✓ | |||||||||
Portfolio Management Risk |
✓ | ✓ | ||||||||
Price Volatility Risk |
✓ | ✓ | ||||||||
REIT and Real Estate Company Risk |
✓ | |||||||||
Securities Selection Risk |
✓ | ✓ | ||||||||
Value Investing Risk |
✓ | |||||||||
U.S. Fixed Income Funds | ||||||||||
TCW Core Fixed Income Fund |
TCW Securitized Bond Fund | |||||||||
Asset-Backed Securities Risk |
✓ | ✓ | ||||||||
Counterparty Risk |
✓ | ✓ | ||||||||
Credit Risk |
✓ | ✓ | ||||||||
Cybersecurity Risk |
✓ | ✓ | ||||||||
Debt Securities Risk |
✓ | ✓ | ||||||||
Derivatives Risk |
✓ | ✓ | ||||||||
Emerging Market Country Risk |
✓ | |||||||||
Extension Risk |
✓ | ✓ | ||||||||
Foreign Currency Risk |
✓ | |||||||||
Foreign Investing Risk |
✓ | ✓ |
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U.S. Fixed Income Funds | ||||||||||
TCW Core Fixed Income Fund |
TCW Securitized Bond Fund | |||||||||
Frequent Trading Risk |
✓ | ✓ | ||||||||
Interest Rate Risk |
✓ | ✓ | ||||||||
Issuer Risk |
✓ | ✓ | ||||||||
Junk Bond Risk |
✓ | ✓ | ||||||||
Leverage Risk |
✓ | ✓ | ||||||||
Liquidity Risk |
✓ | ✓ | ||||||||
Market Risk |
✓ | ✓ | ||||||||
Market and Geopolitical Events Risk |
✓ | ✓ | ||||||||
Mortgage-Backed Securities Risk |
✓ | ✓ | ||||||||
Portfolio Management Risk |
✓ | ✓ | ||||||||
Prepayment Risk |
✓ | ✓ | ||||||||
Price Volatility Risk |
✓ | ✓ | ||||||||
Securities Selection Risk |
✓ | ✓ | ||||||||
U.S. Government Securities Risk |
✓ | ✓ | ||||||||
U.S. Treasury Obligations Risk |
✓ | ✓ | ||||||||
Valuation Risk |
✓ | ✓ | ||||||||
When-Issued and Delayed Delivery and Forward Commitment Transactions Risk |
✓ | ✓ | ||||||||
International Funds | ||||||||||
TCW Emerging Markets Income Fund |
TCW White Oak Emerging Markets Equity Fund | |||||||||
Counterparty Risk |
✓ | ✓ | ||||||||
Country/Regional Risk |
✓ | |||||||||
Credit Risk |
✓ | |||||||||
Cybersecurity Risk |
✓ | ✓ | ||||||||
Debt Securities Risk |
✓ | |||||||||
Depositary Receipts Risk |
✓ | |||||||||
Derivatives Risk |
✓ | ✓ | ||||||||
Distressed and Defaulted Securities Risk |
✓ | |||||||||
Emerging Market Country Risk |
✓ | ✓ | ||||||||
Equity Risk |
✓ | |||||||||
Foreign Currency Risk |
✓ | ✓ | ||||||||
Foreign Investing Risk |
✓ | ✓ | ||||||||
Frequent Trading Risk |
✓ | |||||||||
Interest Rate Risk |
✓ | |||||||||
Issuer Risk |
✓ | ✓ | ||||||||
Junk Bond Risk |
✓ | |||||||||
Leverage Risk |
✓ | ✓ | ||||||||
Liquidity Risk |
✓ | ✓ | ||||||||
Market Risk |
✓ | ✓ | ||||||||
Market and Geopolitical Events Risk |
✓ | ✓ | ||||||||
Non-Diversification Risk |
✓ | |||||||||
Non-U.S. Sovereign Debt Risk |
✓ | |||||||||
Other Investment Company Risk |
✓ | |||||||||
Participatory Notes Risk |
✓ | |||||||||
Preferred Stock Risk |
✓ | |||||||||
Portfolio Management Risk |
✓ | ✓ | ||||||||
Price Volatility Risk |
✓ | ✓ | ||||||||
REIT and Real Estate Company Risk |
✓ | |||||||||
Risks Associated with China |
✓ | |||||||||
Risks Associated with India |
✓ | |||||||||
Securities Selection Risk |
✓ | ✓ | ||||||||
Valuation Risk |
✓ | ✓ |
Asset-Backed Securities Risk
Asset-backed securities are bonds or notes backed by a discrete pool of financial assets such as credit card receivables, automobile receivables and student loans. The impairment of the value of the financial assets underlying an asset-backed security, such as the non-payment of loans, may result in a reduction in the value of such asset-backed security. Certain asset-backed securities do not have the benefit of the same security interest in the underlying financial assets as do mortgage-backed securities, nor are they provided government guarantees of repayment. Accordingly, issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event
35
of default. For example, credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. In addition, some issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. Asset-backed securities are also subject to prepayment risk in a declining interest rate environment and extension risk in a rising interest rate environment.
Certain Funds may invest in collateralized debt obligations (CDOs), which are debt instruments backed solely by a pool of other debt securities. CDOs include collateralized bond obligations (CBOs), collateralized loan obligations (CLOs) and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust typically collateralized by a diversified pool of high-risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, and may include loans that are rated below investment grade or equivalent unrated loans. CDOs may charge management fees and administrative expenses.
The risks of an investment in a CBO, CLO, or other CDO depend largely on the type of the collateral securities (which would have the risks described elsewhere in this Prospectus for that type of security) and the class of the CBO, CLO or other CDO in which a Fund invests. Some CBOs, CLOs and other CDOs have credit ratings, but are typically issued in various classes with various priorities. Normally, CBOs, CLOs and other CDOs are privately offered and sold (that is, not registered under the federal securities laws) and may be characterized by a Fund as illiquid securities, but an active dealer market may exist for CBOs, CLOs and other CDOs that qualify for Rule 144A transactions. In addition to the normal interest rate, default and other risks of fixed income securities discussed elsewhere in this Prospectus, CBOs, CLOs and other CDOs carry additional risks, including the possibility that distributions from collateral securities will not be adequate to make interest or other payments, the collateral may decline in value or default, a Fund may invest in CBOs, CLOs or other CDOs that are subordinate to other classes, volatility in values, and the complex structure of the security may not be fully understood at the time of investment, which may result in disputes with the issuer or produce unexpected investment results.
Concentration Risk
Although TCW Concentrated Large Cap Growth Fund technically remains a diversified fund, the relative increase in the market value of certain holdings has made the Funds portfolio sufficiently concentrated that investors in the Fund are now subject to similar risks as investing in a non-diversified mutual fund. Non-diversification risk is the risk that a fund may be more susceptible to any single economic, political or regulatory event than a diversified fund because a higher percentage of the funds assets may be invested in the securities of a limited number of issuers. There can be no assurances as to when or whether the Fund will become less concentrated.
Counterparty Risk
Counterparty risk refers to the risk that the other party to a contract, such as individually negotiated or over-the-counter derivatives (e.g., swap agreements that are not centrally cleared and participations in loan obligations), will not fulfill its contractual obligations, which may cause losses or additional costs to a Fund or cause a Fund to experience delays in recovering its assets.
Country/Regional Risk
The Fund may invest a significant portion of its total net assets in the securities of issuers located in a single country. An investment in the Fund therefore may entail greater risk than an investment in a fund that does not concentrate its investments in a single or small number of countries because these securities may be more sensitive to adverse social, political, economic or regulatory developments affecting that country or countries. As a result, events affecting a single or small number of countries may have a significant and potentially adverse impact on the Funds investments, and the Funds performance may be more volatile than that of funds that invest globally. The Fund may concentrate its investments in China and/or India.
Credit Risk
Credit risk refers to the likelihood that an issuer will default in the payment of principal and/or interest on a security. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, lack of or inadequacy of collateral or credit enhancements for a fixed income security may affect its credit risk. Credit risk of a security may change over time, and securities which are rated by agencies are often reviewed and may be subject to downgrade. However, ratings are only opinions of the agencies issuing them and are not absolute guarantees as to quality.
36
Cybersecurity Risk
The use of technology is prevalent in the course of business and, as a result, the Funds have become potentially more susceptible to operational and information security risks resulting from breaches in cybersecurity. A breach in cybersecurity could result from intentional or unintentional cyber events from outside threat actors or internal resources that may, among other matters, cause a Fund to lose proprietary information, suffer data corruption and/or destruction or lose operational capacity, result in the unauthorized release or other misuse of confidential information, or otherwise disrupt normal business operations. Cybersecurity breaches may involve unauthorized access to a Funds digital information systems (e.g., through hacking, malicious software coding, etc.), from multiple sources including outside attacks such as denial-of-service attacks (i.e., efforts to make network services unavailable to intended users), or cyber extortion including exfiltration of data held for ransom and/or ransomware attacks that renders systems inoperable until ransom is paid or insider actions. In addition, cybersecurity breaches involving a Funds third-party service providers (including but not limited to investment advisers, administrators, transfer agents, custodians, vendors, suppliers, distributors and other third parties), trading counterparties or issuers in which a Fund invests can also subject a Fund to many of the same risks associated with direct cybersecurity breaches or extortion of company data. Moreover, cybersecurity breaches involving trading counterparties or issuers in which a Fund invests could adversely impact these counterparties or issuers and cause the Funds investment to lose value.
Cybersecurity failures or breaches may result in financial losses to a Fund and its shareholders. These failures or breaches may also result in disruptions to business operations, potentially resulting in financial losses; interference with a Funds ability to calculate its NAV, process shareholder transactions or otherwise transact business with shareholders; impediments to trading; violations of applicable privacy and other laws; regulatory fines; penalties; third-party claims in litigation; reputational damage; reimbursement or other compensation costs; additional compliance and cybersecurity risk management costs and other adverse consequences. In addition, substantial costs may be incurred in order to seek to prevent cybersecurity incidents in the future.
Like with operational risk in general, the Funds have established business continuity plans and other systems designed to reduce the risks associated with cybersecurity. However, there are inherent limitations in these plans and systems, including that certain risks may not have been identified, in
large part because different or unknown threats may be unknown or emerge in the future. As such, there is no guarantee that these efforts will succeed, especially because the Funds do not directly control the cybersecurity systems of issuers in which a Fund may invest, trading counterparties or third-party service providers to the Funds. These entities may have experienced cybersecurity attacks and other attempts to gain unauthorized access to systems from time to time, and there is no guarantee that efforts to prevent or mitigate the effects of these attacks will be successful. There is also a risk that cybersecurity breaches may not be detected, or may not be detected for a meaningful period of time. The Funds and their shareholders may suffer losses as a result of a cybersecurity breach related to the Funds, their service providers, trading counterparties or the issuers in which a Fund invests.
Debt Securities Risk
Debt securities are subject to various risks. Debt securities are subject to two primary (but not exclusive) types of risk: credit risk and interest rate risk. These risks can affect a debt securitys price volatility to varying degrees, depending upon the nature of the instrument. Other factors, such as market fluctuations and the depth and liquidity of the market for an individual or class of debt security, can also affect the value of a debt security and, hence, the market value of a Fund.
Depositary Receipts Risk
Although depositary receipts have risks similar to the securities that they represent, they may also involve higher expenses and may trade at a discount (or premium) to the underlying security. In addition, depositary receipts may not pass through voting and other shareholder rights, and may be less liquid than the underlying securities listed on an exchange.
Derivatives Risk
Certain Funds may invest in derivatives, which are financial instruments whose performance is derived, at least in part, from the performance of an underlying instrument, such as a currency, security, commodity, interest rate or index. Derivatives include, among other things, swap agreements, options, forwards and futures. Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying instrument, credit risk with respect to the counterparty, risk of loss due to changes in interest rates, management risk and liquidity risk.
37
The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying instrument. Derivatives can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by a Fund will not correlate perfectly with the underlying asset, reference rate or index. Certain types of derivatives involve greater risks than the underlying obligations because, in addition to general market risks, they are subject to counterparty risk and liquidity risk. Investments in derivatives that are negotiated over-the-counter with a single counterparty are subject to credit risks related to the counterpartys ability to perform its obligations and the further risk that any deterioration in the counterpartys creditworthiness could adversely affect the value of the derivative. In addition, derivatives and their underlying securities and commodities may experience periods of illiquidity, which could cause a portfolio to hold an investment it might otherwise sell or to sell an investment it otherwise might hold at inopportune times or for prices that do not reflect current market value. The Advisor might imperfectly judge the direction of the market. For instance, if a derivative is used as a hedge to offset investment risk in another security, the hedge might not correlate to the markets movements and may have unexpected or undesired results such as a loss or a reduction in gains to a Funds portfolio.
Additionally, some derivatives can create investment leverage and may create additional risks that may subject a Fund to greater volatility and less liquidity than investments in more traditional securities. The investment of a Funds assets required to purchase certain derivatives may be small relative to the magnitude of exposure assumed by the Fund; therefore, the purchase of certain derivatives may have an economic leveraging effect on the Fund, thus exaggerating any increase or decrease the derivatives may cause in the net asset value of the Fund.
Other risks in using derivatives include the risk of mispricing or improper valuation. Many derivatives, in particular privately negotiated derivatives, are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a Fund. In addition, a Funds use of derivatives (including covered call options) may cause the Fund to realize higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if the Fund had not used such instruments.
By investing in a derivative instrument, a Fund could lose more than the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances, and there can be no assurance that a Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial.
Derivatives, such as swaps, forward contracts and non-deliverable forward contracts, are subject to regulation under the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and other laws or regulations in Europe and other foreign jurisdictions. Under the Dodd-Frank Act, certain derivatives have become subject to new and increased margin requirements, which in some cases has increased the costs to the Funds of trading derivatives.
Distressed and Defaulted Securities Risk
Certain Funds may invest in securities in default and/or obligations of financially distressed companies. Repayment of defaulted securities and obligations of distressed issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or solvency proceedings) is subject to significant uncertainties. A Fund will generally not receive interest payments on defaulted or distressed securities and may incur costs to protect its investment. In addition, defaulted or distressed securities involve the substantial risk that principal will not be repaid. A Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal of or interest on its portfolio holdings. Therefore, to the extent that a Fund is invested in distressed securities, its ability to achieve current income for its shareholders may be diminished. The Fund would also be subject to significant uncertainty as to when, in what manner and for what value the obligations evidenced by the distressed securities could eventually be satisfied, if at all. In any reorganization or liquidation proceeding relating to a portfolio company, a Fund may lose its entire investment or may be required to accept cash or securities with a lower value or income potential than its original investment. Defaulted or distressed securities and any securities received in an exchange for such securities may be illiquid and subject to restrictions on resale, such that the Fund may be restricted from disposing of those securities. Investments in defaulted securities and obligations of distressed issuers are considered speculative.
Emerging Market Country Risk
The risks described under Principal Risks Foreign Investing Risk also apply to emerging market securities, and the risks of investing in emerging market countries tend to be greater as compared to the risks of investing in more developed countries.
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Certain Funds invest in emerging and developing market countries. Investing in emerging and developing market countries involves substantial risk due to, among other factors, higher brokerage costs in certain countries; different accounting standards; thinner trading markets as compared to those in developed countries; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. There may be less publicly available information about issuers in emerging markets than is available about issuers in more developed capital markets.
Political and economic structures in some emerging and developing market countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristics of developed countries. Some of these countries have in the past failed to recognize private property rights and have nationalized or expropriated the assets of private companies.
The securities markets of emerging and developing market countries can be substantially smaller, less developed, less liquid and more volatile than the major securities markets in the U.S. and other developed nations. The limited size of many securities markets in emerging and developing market countries and limited trading volume in issuers compared to the volume in U.S. securities or securities of issuers in other developed countries could cause prices to be erratic for reasons other than factors that affect the quality of the securities. For example, limited market size may cause prices to be unduly influenced by traders who control large positions. Adverse publicity and investors perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of portfolio securities, especially in these markets.
Securities markets in emerging markets may also be susceptible to manipulation or other fraudulent trade practices, which could disrupt the functioning of these markets or adversely affect the value of investments traded in these markets, including investments of the Funds. A Funds rights with respect to its investments in emerging markets, if any, will generally be governed by local law, which may make it difficult or impossible for the Funds to pursue legal remedies or to obtain and enforce judgments in local courts. In addition, emerging and developing market countries exchanges and broker-dealers are generally subject to less regulation than their counterparts in developed countries. Brokerage commissions, custodial expenses and other transaction costs are generally higher in emerging and developing market countries than in developed countries. As a result, funds that invest in emerging and developing market countries generally have operating expenses that are higher than funds investing in other securities markets.
Some emerging and developing market countries have a greater degree of economic, political and social instability than the U.S. and other developed countries. Such social, political and economic instability could disrupt the financial markets in which the Funds invest and adversely affect the value of their investment portfolios. Economies in emerging and developing market countries may also be more susceptible to natural and man-made disasters, such as earthquakes, tsunamis, terrorist attacks, or adverse changes in climate or weather. In addition, many emerging and developing market countries with less established health care systems have experienced outbreaks of pandemic or contagious diseases from time to time, including, but not limited to, coronavirus, Ebola, Zika, avian flu, severe acute respiratory syndrome, and Middle East Respiratory Syndrome. The risks of such phenomena and resulting social, political, economic and environmental damage cannot be quantified. These events can exacerbate market volatility as well as impair economic activity, which can have both short- and immediate-term effects on the valuations of the companies and issuers in which the Funds invest.
Currencies of emerging and developing market countries experience devaluations relative to the U.S. dollar from time to time. A devaluation of the currency in which investment portfolio securities are denominated will negatively impact the value of those securities in U.S. dollar terms. Emerging and developing market countries have and may in the future impose foreign currency controls and repatriation controls.
Among other risks of investing in emerging and developing market countries are the variable quality and reliability of financial information and related audits of companies. In some cases, financial information and related audits can be unreliable and not subject to verification. Auditing firms in some of these markets are not subject to independent inspection or oversight of audit quality. This can result in investment decisions being made based on flawed or misleading information. Additionally, investors may have substantial difficulties in bringing legal actions to enforce or protect investors rights, which can increase the risks of loss.
Any of these factors may adversely affect a Funds performance or a Funds ability to pursue its investment objective.
Equity Risk
Equity securities may include common stock, preferred stock or other securities representing an ownership interest or the right to acquire an ownership interest in an issuer. Equity risk is the risk that stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or extended periods. The value of stocks and
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other equity securities may be affected by changes in an issuers financial condition, factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry, or as a result of changes in overall market, economic and political conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.
Extension Risk
Extension risk is the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter-term securities. This may cause the market value of such securities to decline and will also delay the Funds ability to reinvest proceeds at higher interest rates. Extension risk applies primarily to mortgage-related and other asset-backed securities.
Foreign Currency Risk
Funds that invest in foreign (non-U.S.) currencies or in foreign securities that are denominated, trade, and/or receive revenues in foreign currencies are subject to the risk that those foreign currencies will decline in value relative to the U.S. dollar. In the case of currency hedging positions, a Fund is subject to the risk that the U.S. dollar will decline in value relative to the currency being hedged. Currency exchange rates may fluctuate significantly and unpredictably. As a result, a Funds investments in foreign currencies, in foreign securities that are denominated, trade, and/or receive revenues in foreign currencies, or in derivatives that provide exposure to foreign currencies may reduce the returns of the Fund.
Foreign Investing Risk
Investments in foreign securities may involve greater risks than investing in U.S. securities.
As compared to U.S. companies, foreign issuers generally disclose less financial and other information publicly and are subject to less stringent and less uniform accounting, auditing and financial reporting standards. Foreign countries typically impose less thorough regulations on brokers, dealers, stock exchanges, corporate insiders and listed companies than does the U.S., and foreign securities markets may be less liquid and more volatile than U.S. markets. Investments
in foreign securities generally involve higher costs than investments in U.S. securities, including higher transaction and custody costs as well as additional taxes imposed by foreign governments. In addition, security trading practices abroad may offer less protection to investors such as the Funds. U.S. regulators may be unable to enforce a companys regulatory obligations. Political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments are other potential risks that could impact an investment in a foreign security. Settlement of transactions in some foreign markets may be delayed or may be less frequent than in the U.S., which could affect the liquidity of a Funds portfolio.
The European financial markets have continued to experience volatility because of concerns about economic downturns and about high and rising government debt levels of several countries in the European Union (the EU) and Europe generally. These events have adversely affected the exchange rate of the Euro and the European securities markets, and may spread to other countries in Europe, including countries that do not use the Euro. These events may affect the value and liquidity of certain of the Funds investments. Responses to the financial problems by EU governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world.
On January 31, 2020, the United Kingdom (U.K.) officially withdrew from the EU (a process now commonly referred to as Brexit). Certain aspects of the relationship between the U.K. and EU remain unresolved and subject to further negotiation and agreement. As such, there remains uncertainty as to the scope, nature and terms of the relationship between the U.K. and the EU and the long-term effects and implications of Brexit. The actual and potential consequences of Brexit, and the associated uncertainty, have adversely affected, and for the foreseeable future may continue to adversely affect, economic and market conditions in the U.K., in the EU and its member states and elsewhere, and may also contribute to uncertainty and instability in global financial markets. This uncertainty may, at any stage, adversely affect a Fund and its investments.
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Russias invasion of Ukraine in February 2022, the resulting responses by the U.S. and other countries, and the potential for wider conflict, have increased and may continue to increase volatility and uncertainty in financial markets worldwide. The U.S. and other countries have imposed broad-ranging economic sanctions on Russia and Russian entities and individuals, and may impose additional sanctions, including on other countries that provide military or economic support to Russia. These sanctions, among other things, restrict companies from doing business with Russia and Russian issuers, and may adversely affect companies with economic or financial exposure to Russia and Russian issuers. The extent and duration of Russias military actions and the repercussions of such actions are not known. The invasion may widen beyond Ukraine and may escalate, including through retaliatory actions and cyberattacks by Russia and even other countries. These events may result in further and significant market disruptions and may adversely affect regional and global economies including those of Europe and the U.S. Certain industries and markets, such as those involving oil, natural gas and other commodities, as well as global supply chains, may be particularly adversely affected. Whether or not a Fund invests in securities of issuers located in Russia, Ukraine and adjacent countries or with significant exposure to issuers in these countries, these events could negatively affect the value and liquidity of a Funds investments.
Recently, the Israel-Hamas war and armed conflict among other militant groups in the Middle East have resulted in significant loss of life and increased volatility in the region. The ongoing conflicts between Israel, Hamas and other militant groups and the involvement of the United States and other countries could present material uncertainty and risk with respect to a Funds performance and ability to achieve its investment objective. The extent and duration of the military action and any market disruptions are impossible to predict, but could be substantial.
In addition, the political reunification of China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue that has included threats of invasion by China. Political or economic disturbances (including an attempted unification of Taiwan by force), as well as any economic sanctions implemented in response, may have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and Taiwan impractical or impossible. Any escalation of hostility between China and/or Taiwan would likely have a significant adverse impact on the value of investments in both countries and on economies, markets and individual securities globally, which could negatively affect the value and liquidity of a Funds investments.
Furthermore, the current political climate has intensified concerns about trade tariffs and a potential trade war between the United States and certain foreign countries, including China, Mexico, and Canada, among others. These consequences may trigger a significant reduction in international trade, shortages or oversupply of certain manufactured goods, substantial price increases or decreases of goods, inflationary pressures, and possible failure of individual companies and/or large segments of the foreign export industry with a potentially negative impact to a Fund, regardless of whether the Fund invests directly in foreign securities.
Frequent Trading Risk
Frequent trading of portfolio securities may produce capital gains, which are taxable to shareholders when distributed. As a result, frequent trading may cause higher levels of current tax liability to shareholders in a Fund. Frequent trading will lead to increased portfolio turnover and increase the total amount of commissions or mark-ups to broker-dealers that a Fund pays when it buys and sells securities, which may reduce the Funds performance.
Growth Investing Risk
Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing companys growth potential. The growth investment style may be out of favor or may not produce the best results over short or longer time periods and may increase the volatility of a Funds share price. Growth-oriented funds typically underperform when value investing is in favor.
Information Technology Sector Risk
Certain of the Funds, through the implementation of their respective investment strategies, may from time to time invest a significant portion of their assets in the information technology sector. Companies in the information technology sector may be affected by the overall economic conditions as well as by factors particular to the information technology sector. Information technology companies may be significantly affected by aggressive pricing as a result of intense competition and by rapid product obsolescence due to rapid development of technological innovations and frequent new product introduction. Other factors, such as short product cycle, possible loss or impairment of intellectual property rights, and changes in government regulations, may also adversely impact information technology companies.
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Interest Rate Risk
Interest rate risk is the potential for a decline in bond prices due to rising interest rates. In general, bond prices vary inversely with interest rates. The change in a bonds price depends on several factors, including the bonds maturity date. The degree to which a bonds price will change as a result of changes in interest rates is measured by its duration. For example, the price of a bond with a 5-year duration would be expected under normal market conditions to decrease 5% for every 1% increase in interest rates. Generally, bonds with longer maturities have a greater duration and thus are subject to greater price volatility from changes in interest rates. Adjustable rate instruments also react to interest rate changes in a similar manner, although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other things). The negative impact on fixed income securities from interest rate increases, regardless of the cause, could be swift and significant, which could result in significant losses by the Funds, even if anticipated by the Advisor.
Risks associated with rising interest rates are heightened given that the U.S. Federal Reserve Board (the Fed) has sharply raised interest rates in recent years, and they remain near their highest levels in over twenty years. Other central banks globally have implemented similar rate increases. A wide variety of factors can cause interest rates to rise (e.g., central bank monetary policies, inflation rates, or general economic conditions). Although recently both the Fed and other central banks globally have begun lowering rates, there is no certainty that further reductions will occur.
Changing interest rates may have unpredictable effects on fixed income and related markets, may result in heightened market volatility and may detract from Fund performance to the extent that the Fund is exposed to interest rates. During periods of low interest rates, a Fund may be less likely to maintain positive returns. Increases in interest rates may reduce liquidity for certain Fund investments, which could cause the value of a Funds investments and share price to decline. Interest rate increases may also lead to heightened Fund redemption activity, which may cause a Fund to lose value as a result of the costs that it incurs in turning over its portfolio and may lower its performance. A Fund that invests in derivatives tied to fixed income markets may be more substantially exposed to these risks than a Fund that does not invest in those derivatives.
Issuer Risk
The value of securities held by a Fund may decline for a number of reasons directly related to an issuer, such as
changes in the financial condition of the issuer, management performance, financial leverage and reduced demand for the issuers goods or services. The amount of dividends paid with respect to equity securities, or the ability of an issuer to make payments in connection with debt securities, may decline for reasons that relate to the issuer, such as changes in an issuers financial condition or a decision by the issuer to pay a lower dividend, or for reasons that relate to the broader financial system. In addition, there may be limited public information available for the Advisor to evaluate foreign issuers.
Junk Bond Risk
Debt securities that are rated below investment grade are also commonly known as high yield securities or junk bonds. Junk bonds are speculative in nature. They are usually issued by companies without long track records of sales and earnings, or by companies with questionable credit strength. They may also be issued by highly leveraged companies, which may be less able to meet their contractual obligations than a less leveraged company. These bonds have a higher degree of default risk and may be less liquid than higher-rated bonds. These securities may be subject to greater price volatility due to such factors as specific issuer developments, interest rate sensitivity, negative perceptions of junk bonds generally and less secondary market liquidity. This potential lack of liquidity may make it more difficult for the Advisor to accurately value certain high yield securities held by a Fund.
Large-Capitalization Company Risk
The securities of large-capitalization companies may underperform securities of smaller companies or the market as a whole. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.
Leverage Risk
Leverage created from certain types of transactions or instruments, such as borrowing, engaging in reverse repurchase agreements, entering into futures contracts or forward currency contracts, engaging in forward commitment transactions and investing in leveraged or unleveraged commodity index-linked notes, may impair a Funds liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. During periods of adverse market conditions, the use of leverage may cause a Fund to lose more money than would have been the case if leverage was not used.
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Liquidity Risk
A Funds investments in illiquid securities may reduce the returns of the Fund because it may not be able to sell the illiquid securities at an advantageous time or price. Investments in high yield securities, foreign securities, derivatives or other securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Certain investments in private placements and Rule 144A securities may be considered illiquid investments.
Furthermore, reduced number and capacity of dealers and other counterparties to make markets in fixed income securities, in connection with the growth of the fixed income markets, may increase liquidity risk with respect to a Funds investments in fixed income securities. When there is no willing buyer and investments cannot be readily sold, a Fund may have to sell them at a lower price or may not be able to sell the securities at all, each of which would have a negative effect on Fund performance. These securities may also be difficult to value, and their values may be more volatile because of liquidity risk. Increased Fund redemption activity, which may occur in a rising interest rate environment or for other reasons, may negatively impact Fund performance and increase liquidity risk due to the need of the Fund to sell portfolio securities. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of a Funds assets may change over time.
The securities of many of the companies with small- and mid-capitalizations may have less float (the number of shares that normally trade) and less interest in the market and therefore are subject to greater liquidity risk.
Market Risk
Various market risks can affect the price or liquidity of an issuers securities in which a Fund may invest. Returns from the securities in which a Fund invests may underperform returns from the various general securities markets or different asset classes. Different types of securities tend to go through cycles of outperformance and underperformance in comparison to the general securities markets. Adverse events occurring with respect to an issuers performance or financial position can depress the value of the issuers securities. The liquidity in a market for a particular security will affect its value and may be affected by factors relating to the issuer, as well as the depth of the market for that security. Other market risks that can affect value include a markets current attitudes about types of securities, market reactions to political or economic events, including litigation, and tax and regulatory effects (including lack of adequate regulations for a market or particular type of instrument).
Instability in the financial markets has led the U.S. government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Federal, state, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the securities in which a Fund invests or the issuers of such securities in ways that are unforeseeable. Legislation or regulation may also change the way in which the Funds are regulated. Such legislation or regulation could limit or preclude a Funds ability to achieve its investment objective. In addition, because economies and financial markets throughout the world are increasingly interconnected, the value and liquidity of a Funds investments may be negatively affected by economic, financial or political events or other developments in other countries and regions.
Global economies are increasingly interconnected, and political, economic and other conditions and events (including, but not limited to, natural disasters, pandemics, epidemics, and social unrest) in one country or region might adversely impact a different country or region. Furthermore, the occurrence of severe weather or geological events, fires, floods, earthquakes, climate change or other natural or man-made disasters, outbreaks of disease, epidemics and pandemics, malicious acts, cyber-attacks or terrorist acts, among other events, could adversely impact the performance of a Fund. These events may result in, among other consequences, closing borders, exchange closures, health screenings, healthcare service delays, quarantines, cancellations, supply chain disruptions, lower consumer demand, market volatility and general uncertainty. These events could adversely impact issuers, markets and economies over the short- and long-term, including in ways that cannot necessarily be foreseen. A Fund could be negatively impacted if the value of a portfolio holding were harmed by political or economic conditions or events. Moreover, negative political and economic conditions and events could disrupt the processes necessary for the Funds operations.
Market and Geopolitical Events Risk
The increasing interconnectivity between global economies and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers in a different country, region or financial market. Securities in a Funds portfolio may underperform due to inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters, climate change and climate-related events, pandemics,
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epidemics, terrorism, regulatory events and governmental or quasi-governmental actions. The occurrence of global events similar to those in recent years, such as terrorist attacks around the world, territorial invasions and global economic sanctions implemented in response, natural disasters, social and political discord or debt crises and downgrades, trading and tariff arrangements, among others, may result in market volatility and may have long term effects on both the U.S. and global financial markets. It is difficult to predict when similar events affecting the U.S. or global financial markets may occur, the effects that such events may have and the duration of those effects. Any such event(s) could have a significant adverse impact on the value and risk profile of a Funds portfolio. For example, ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Hamas and other militant groups in the Middle East, have caused and could continue to cause significant market disruptions and volatility within the markets in Russia, Europe, the Middle
East and the United States. In addition, the current political climate has intensified concerns about trade tariffs and a potential trade war between the United States and certain foreign countries, including China, Mexico, and Canada, among others. These consequences may trigger a significant reduction in international trade, shortages or oversupply of certain manufactured goods, substantial price increases or decreases of goods, inflationary pressures, and possible failure of individual companies and/or large segments of the foreign export industry with a potentially negative impact to a Fund, regardless of whether the Fund invests directly in foreign securities. Furthermore, the novel coronavirus (COVID-19) global pandemic and the aggressive responses taken by many governments had severe negative impacts on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your investment in the Funds. Therefore, the Funds could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates can have the same impact on all types of securities and instruments. In times of severe market disruptions, you could lose your entire investment.
Mid-Capitalization Company Risk
Stock prices of mid-capitalization companies may be more volatile than those of large-capitalization companies. Mid-capitalization companies are also generally more likely to experience business failures than large-capitalization companies, and the stocks of mid-capitalization companies may be less liquid, making it more difficult for a Fund to buy and sell shares of mid-capitalization companies. In addition, mid-capitalization companies generally have less diverse product lines than large-capitalization companies and are more susceptible to adverse business or economic developments.
Mortgage-Backed Securities Risk
Mortgage-backed securities represent participation interests in pools of mortgage loans purchased from individual lenders by a federal agency or originated and issued by private lenders. Mortgage-backed securities are subject to prepayment risk, which is the risk that in times of declining interest rates, an issuer of mortgage-backed securities or other debt securities may be able to repay principal prior to the securitys maturity, causing a Fund to have to reinvest in securities with a lower yield or higher risk of default and reducing a Funds income or return potential. Mortgage-backed securities are also subject to extension risk, which is the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing the market value of such securities to decline and delaying a Funds ability to reinvest proceeds at higher interest rates.
Because of prepayment risk and extension risk, mortgage-backed securities react differently to changes in interest rates than other bonds, and the values of some mortgage-backed securities may expose a Fund to a lower rate of return upon reinvestment of principal. When interest rates rise, the value of mortgage-related securities generally will decline; however, when interest rates are declining, the value of mortgage-related securities with prepayment features may not increase as much as other fixed income securities. The rate of prepayments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If unanticipated rates of prepayment on underlying mortgages increase the effective maturity of a mortgage-related security, the volatility of the security can be expected to increase. The value of these securities may fluctuate in response to the markets perception of the creditworthiness of the issuers.
Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations. Certain mortgage-backed securities are issued or guaranteed by U.S. government agencies or U.S. government-sponsored entities. While mortgage-backed securities issued by Government National Mortgage Association (Ginnie Mae) are backed by the full faith and credit of the U.S. government, mortgage-backed securities issued by various U.S. government-sponsored entities, such as Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal National Mortgage Corporation (Fannie Mae), are not backed by the full faith and credit of the U.S. government. Although the U.S. government has provided financial support to Fannie Mae and Freddie Mac, there is no assurance that the U.S. government will do so in the future.
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Non-Diversification Risk
The TCW Emerging Markets Local Currency Income Fund is organized as a non-diversified fund under the 1940 Act, and is not subject to the general limitation that with respect to 75% of a funds total assets, it may not invest more than 5% of its total assets in securities of any particular issuer or hold more than 10% of the outstanding voting securities of any particular issuer (in both cases other than obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities and securities of other investment companies). This Fund, however, remains subject to a diversification requirement under applicable tax laws that is less strict than under the 1940 Act. Because a relatively higher percentage of such Funds assets may be invested in the securities of a limited number of issuers, such Fund may be more susceptible to any single economic, political or regulatory event than a diversified fund.
Non-U.S. Sovereign Debt Risk
Investment in non-U.S. sovereign debt can involve a high degree of risk. Legal protections available with respect to corporate issuers (e.g., bankruptcy, liquidation and reorganization laws) do not generally apply to governmental entities or sovereign debt. Accordingly, creditor seniority rights, claims to collateral and similar rights may provide limited protection and may be unenforceable. The governmental entity that controls the repayment of a non-U.S. sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A government entitys willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entitys policy toward the International Monetary Fund, and the political constraints to which a governmental entity may be subject. A Fund may have limited recourse to compel payment in the event of a default.
Changes to the financial condition or credit rating of a non-U.S. government may cause the value of a non-U.S. sovereign debt obligation to decline. During periods of economic uncertainty, the market prices of non-U.S. sovereign debt may be more volatile than prices of corporate debt obligations. Investing in non-U.S. sovereign debt obligations is generally subject to heightened risk as compared to investing in U.S. government debt obligations. Several countries have defaulted on their sovereign debt obligations in the past or encountered downgrades of their sovereign debt obligations, and those and other countries may also default on or experience downgrades or further downgrades of their sovereign debt obligations in the future.
Other Investment Company Risk
Certain Funds may acquire shares in other investment companies, including U.S. or foreign investment companies, ETFs, and certain REITs, to the extent permitted by the 1940 Act. An investment in the shares of another investment company is subject to the risks associated with that investment companys portfolio securities. Accordingly, a Funds investment in shares of other investment companies will fluctuate based on the performance of such investment companys portfolio securities. As a shareholder of another investment company, a Fund would bear its proportionate share of that investment companys expenses, including any investment advisory and administration fees. At the same time, such Fund would continue to pay its own investment advisory fees and other expenses. As a result, such Fund and its shareholders, in effect, will be absorbing two levels of fees with respect to investments in other investment companies. Other investment companies will have their own investment and valuation policies and procedures, which may vary from those of a Fund. There can be no assurance that the investment objective of any other investment company in which a Fund invests will be achieved.
Participatory Notes Risk
Because participatory notes (P-notes) represent interests in securities listed on certain foreign exchanges, they present similar risks to investing directly in such securities, including foreign investment risk and emerging market country risksee Foreign Investing Risk and Emerging Market Country Risk above. P-notes also expose investors to counterparty risk, which is the risk that the entity issuing the note may not be able to honor its financial commitments. P-notes also involve risks that are in addition to the risks normally associated with a direct investment in the underlying equity securities. The Fund is subject to the risk that the issuer of the P-note (i.e., the issuing bank or broker-dealer), which is the only responsible party under the note, is unable or refuses to perform under the terms of the P-note. While the holder of a P-note is entitled to receive from the issuing bank or broker-dealer any dividends or other distributions paid on the underlying securities, the holder is not entitled to the same rights as an owner of the underlying securities, such as voting rights. P-notes are also not traded on exchanges, are privately issued, and may be illiquid. To the extent a P-note is determined to be illiquid, it would be subject to the Funds limitation on investments in illiquid securities. There can be no assurance that the trading price or value of P-notes will equal the value of the underlying value of the equity securities they seek to replicate.
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Preferred Stock Risk
Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event a company is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. If interest rates rise, the dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates.
Portfolio Management Risk
Portfolio management risk is the risk that an investment strategy may fail to produce the intended results. There can be no assurance that a Fund will achieve its investment objective. The Advisors judgments about the attractiveness, value and potential appreciation of particular securities may prove to be incorrect, and the Advisor may not anticipate actual market movements or the impact of economic conditions generally. No matter how well a portfolio manager evaluates market conditions, the securities a portfolio manager chooses may fail to produce the intended result, and you could lose money on your investment in a Fund.
Prepayment Risk
In times of declining interest rates, a Funds higher yielding securities may be prepaid prior to maturity, and the Fund may have to replace them with securities having a lower yield, thereby reducing the Funds income or return potential.
Price Volatility Risk
The value of a Funds investment portfolio will change as the prices of its investments go up or down. Although stocks offer the potential for greater long-term growth than most debt securities, stocks generally have higher short-term volatility. The Funds that invest primarily in the equity securities of small- and/or mid-capitalization companies are generally subject to greater price volatility than mutual funds that primarily invest in large companies.
Different parts of the market and different types of securities can react differently to developments. Issuer, political or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region or market as a whole.
Prices of most securities tend to be more volatile in the short-term. Therefore, if you trade frequently or redeem in the short-term, you are more likely to incur a loss than an investor who holds investments for the longer-term. The fewer the number of issuers in which a Fund invests, the greater the potential volatility of its portfolio.
REIT and Real Estate Company Risk
REITs are pooled investment vehicles that typically invest directly in real estate, mortgages and/or loans collateralized by real estate. The value of a Funds investments in REITs and real estate companies may generally be affected by factors affecting the value of real estate and the earnings of companies engaged in the real estate industry. These factors include, among others: (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning or environmental laws and regulations and other government actions such as tax increases and reduced funding for schools, parks, garbage collection or other public services; (vi) casualty and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; and (viii) changes in interest rates. Many real estate companies utilize leverage, which increases investment risk and could adversely affect a companys operations and market value in periods of rising interest rates. The value of securities of companies in the real estate industry may go through cycles of relative underperformance and outperformance in comparison to equity securities markets in general. Real estate companies may own a limited number of properties or concentrate their investments in a particular geographic region, industry or property type and may experience a high volume of defaults within a short period.
REITs are subject to a highly technical and complex set of provisions in the Internal Revenue Code of 1986, as amended (the Code). It is possible that a Fund may invest in a real estate company, which purports to be a REIT but fails to qualify as a REIT. In the event of any such unexpected failure to qualify as a REIT, the purported REIT would not qualify for tax-free pass-through of income and would be subject to corporate level taxation, thereby significantly reducing the return to the Fund on its investment in such company. REITs are also subject to heavy cash flow dependency and self-liquidation.
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Investments in REIT equity securities may require a Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. A Funds investments in REIT equity securities may at other times result in the Funds receipt of cash in excess of the REITs earnings; if the Fund distributes such amounts, such distribution could constitute a return of capital to Fund shareholders for federal income tax purposes. Dividends received by a Fund from a REIT generally will not constitute qualified dividend income.
REITs often do not provide complete tax information to shareholders until after the calendar year-end. Consequently, because of the delay, it may be necessary for a Fund to request permission to extend the deadline for issuance of Forms 1099-DIV to shareholders of the Fund.
Risks Associated with China
The Chinese government exercises significant control over Chinas economy through its industrial policies (e.g., allocation of resources and other preferential treatment), monetary policy, management of currency exchange rates, and management of the payment of foreign currency-denominated obligations. For over three decades, the Chinese government has been reforming economic and market practices, providing a larger sphere for private ownership of property, and interfering less with market forces. While currently contributing to growth and prosperity, these reforms could be altered or discontinued at any time. Changes in these policies could adversely impact affected industries or companies in China. In addition, the Chinese government may actively attempt to influence the operation of Chinese markets through currency controls, direct investments, limitations on specific types of transactions (such as short selling), limiting or prohibiting investors (including foreign institutional investors) from selling holdings in Chinese companies, or other similar actions. Such actions could adversely impact the Funds ability to achieve its investment objective and could result in the Fund limiting or suspending shareholder redemptions privileges.
Military conflicts, either in response to internal social unrest or conflicts with other countries, could disrupt the economic development in China. Chinas long-running conflict over Taiwan remains unresolved and political tensions with Hong Kong have recently increased, while territorial border disputes persist with several neighboring countries. While economic relations with Japan have deepened, the political relationship
between the two countries has become more strained in recent years, which could weaken economic ties. There is also a greater risk involved in currency fluctuations, currency convertibility, interest rate fluctuations and higher rates of inflation. The Chinese government also sometimes takes actions intended to increase or decrease the values of Chinese stocks. Chinas economy, particularly its export-oriented sectors may be adversely impacted by trade or political disputes with Chinas major trading partners, including the U.S. The current political climate has intensified concerns about trade tariffs and a potential trade war between the United States and certain foreign countries, including China. These consequences may trigger a significant reduction in international trade, shortages or oversupply of certain manufactured goods, substantial price increases or decreases of goods, inflationary pressures, and possible failure of individual companies and/or large segments of the foreign export industry with a potentially negative impact to the Fund.
U.S. governmental orders and sanctions with respect to Chinese military-related companies not only restrict the companies eligible for investment but also may apply to existing holdings and thus force the Fund to sell those holdings at a time the Advisor or the Subadvisor otherwise finds unattractive. In addition, any perceived actions by China to assist Russia in evading sanctions imposed as a result of the Ukraine invasion may result in new or expanded sanctions against China and Chinese-related companies. New or existing sanctions may be complex and difficult to interpret and could adversely affect the liquidity and value of the Funds holdings.
In addition, as Chinas consumer class continues to grow, Chinas domestically oriented industries may be especially sensitive to changes in government policy and investment cycles. Social cohesion in China is being tested by growing income inequality and larger scale environmental degradation. Social instability could threaten Chinas political system and economic growth, which could decrease the value of the Funds investments.
After many years of steady growth, the growth rate of Chinas economy slowed prior to 2020, including the once rapidly growing Chinese real estate market, and left local governments with high debts with few viable means to raise revenue, especially with the fall in demand for housing. Although these trends reversed and demand grew within the real estate
47
market during Chinas initial recovery from the COVID-19 pandemic, it remains unclear whether these trends will continue given global economic uncertainties caused by the pandemic and trade relations and fears that the Chinese real estate market may be overheating. Any further stresses in the Chinese real estate sector could adversely affect the value of the Funds holdings.
Accounting, auditing, financial, and other reporting standards, practices and disclosure requirements in China are different, sometimes in fundamental ways, from those in the U.S. and certain Western European countries. Although the Chinese government adopted a new set of Accounting Standards for Business Enterprises effective January 1, 2007, which are similar to the International Financial Reporting Standards, the accounting practices in China continue to be frequently criticized and challenged. In addition, China does not allow the Public Company Accounting Oversight Board to inspect the work that auditors perform in China for Chinese companies in which the Fund may invest. That inspection organization conducts on-going reviews of audits by U.S. accounting firms. As a result, financial reporting by Chinese companies do not have the same degree of transparency and regulatory oversight as reporting by companies in the U.S. Because of Chinese governmental disagreements with the Public Company Accounting Oversight Board concerning the inspection of audits of U.S.-listed Chinese companies, it is possible those companies could be delisted from trading in the U.S. if those disagreements are not resolved. Delisting would likely adversely affect the liquidity and values of those shares.
Variable Interest Entities. The Fund may invest in certain operating companies in China through legal structures known as variable interest entities (VIEs). In China, ownership of companies in certain sectors by foreign individuals and entities (including U.S. persons and entities such as the Fund) is prohibited. In order to facilitate foreign investment in these businesses, many Chinese companies have created VIEs. In such an arrangement, a China-based operating company typically establishes an offshore shell company in another jurisdiction, such as the Cayman Islands. That shell company enters into service and other contracts with the China-based operating company, then issues shares on a foreign exchange, such as the NYSE. Foreign investors hold stock in the shell company rather than directly in the China-based operating company. This arrangement allows U.S. investors to obtain economic exposure to the China-based company through contractual means rather than through formal equity ownership.
VIEs are a longstanding industry practice and well known to officials and regulators in China; however, VIEs are not for-
mally recognized under Chinese law. Recently, the government of China provided new guidance to and placed restrictions on China-based companies raising capital offshore, including through VIE structures. Investors face uncertainty about future actions by the government of China that could significantly affect an operating companys financial performance and the enforceability of the shell companys contractual arrangements. It is uncertain whether Chinese officials or regulators will withdraw their implicit acceptance of the VIE structure, or whether any new laws, rules or regulations relating to VIE structures will be adopted or, if adopted, what impact they would have on the interests of foreign shareholders. Under extreme circumstances, China might prohibit the existence of VIEs, or sever their ability to transmit economic and governance rights to foreign individuals and entities; if so, the market value of the Funds associated portfolio holdings would likely suffer significant, detrimental, and possibly permanent effects, which could result in substantial investment losses.
Risks Associated with India
In India, the government has exercised and continues to exercise significant influence over many aspects of the economy. Government actions, bureaucratic obstacles and inconsistent economic reform within the Indian government have had a significant effect on its economy and could adversely affect market conditions, economic growth and the profitability of private enterprises in India. Global factors and foreign actions may inhibit the flow of foreign capital on which India is dependent to sustain its growth. Large portions of many Indian companies remain in the hands of their founders (including members of their families). Corporate governance standards of family-controlled companies may be weaker and less transparent, which increases the potential for loss and unequal treatment of investors. India experiences many of the risks associated with developing economies, including relatively low levels of liquidity, which may result in extreme volatility in the prices of Indian securities.
Religious, cultural and military disputes persist in India, and between India and Pakistan (as well as sectarian groups within each country). The longstanding border dispute with Pakistan remains unresolved. Terrorists believed to be based in Pakistan have struck Mumbai (Indias financial capital) in the past, further damaging relations between the two countries. If the Indian government is unable to control the violence and disruption associated with these tensions (including both domestic and external sources of terrorism), the result may be military conflict, which could destabilize the economy of India. Both India and Pakistan have tested nuclear arms, and the threat of deployment of such weapons could hinder development of the Indian economy, and escalating tensions could impact the broader region, including China.
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Securities Selection Risk
The specific securities held in a Funds investment portfolio may underperform those held by other funds investing in the same asset class or benchmarks that are representative of the asset class because of a portfolio managers choice of securities.
U.S. Government Securities Risk
Some U.S. government securities, such as Treasury bills, notes, and bonds and mortgage-backed securities guaranteed by the Ginnie Mae, are supported by the full faith and credit of the United States, while others are supported by the right of the issuer to borrow from the U.S. Treasury, by the discretionary authority of the U.S. government to purchase the agencys obligations, or by the credit of the issuing agency, instrumentality, or enterprise only. In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability or investment character of securities issued or guaranteed by these entities. In recent periods, the values of U.S. government securities have been affected substantially by increased demand for them around the world. Changes in the demand for U.S. government securities may occur at any time and may result in increased volatility in the values of those securities.
U.S. Treasury Obligations Risk
While credit risk for U.S. treasury obligations is generally considered low, U.S. treasury obligations are subject to interest rate risk, particularly for those with longer term. In addition, certain political events in the U.S., such as a prolonged government shut down, may cause investors to lose confidence in the U.S. government and may cause the value of U.S. treasury obligations to decline. A significant portion of U.S. treasury obligations is held by foreign governments, including China, Japan, Ireland and Brazil. Strained relations with these foreign countries may result in the sale of U.S. treasury obligations by these foreign governments, causing the value of U.S. treasury obligations to decline.
Valuation Risk
Portfolio instruments may be sold at prices different from the values established by a Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. Portfolio securities may be valued using techniques other than market quotations in circumstances described under Calculation of NAV. This is more likely for
certain types of derivatives such as swaps. The value established for a portfolio security may be different than the value that would be produced through the use of another methodology or if it had been priced using market quotations. Portfolio securities that are valued using techniques other than market quotations, including fair valued securities, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. A Fund may from time to time purchase an odd lot or smaller quantity of a security that trades at a discount to the price of a round lot or larger quantity preferred for trading by institutional investors. If a Fund is able to combine an odd lot purchase with an existing holding to make a round lot or larger position in the security, the Fund may be able to immediately increase the value of the security purchased, in accordance with its valuation procedures. There is no assurance that the Fund could sell a portfolio security for the value established for it at any time and it is possible that the Fund would incur a loss because a portfolio security is sold at a discount to its established value.
Value Investing Risk
Undervalued stocks may not realize their perceived value for extended periods of time or may never realize their perceived value. Value stocks may respond differently to market and other developments than other types of stocks. The value investment style may be out of favor or may not produce the best results over short or longer time periods and may increase the volatility of a Funds share price. Value-oriented funds typically underperform when growth investing is in favor.
When-Issued, Delayed Delivery and Forward Commitment Transactions Risk
When-issued and delayed delivery securities and forward commitments involve the risk that the security a Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund may lose both the investment opportunity for the assets it set aside to pay for the security and any gain in the securitys price.
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Environmental, Social, and Governance (ESG) Risk
The TCW White Oak Emerging Market Equity Fund may take into account various environmental, sustainability, social responsibility and governance factors as part of its investment process. We are not aware of any universally agreed upon objective standards for assessing ESG factors for companies. Rather, these factors tend to have many subjective characteristics, can be difficult to analyze, and frequently involve a balancing of a companys business plans, objectives, actual conduct and other factors. ESG factors can vary over different periods and can evolve over time. They may also be difficult to apply consistently across regions, countries, industries or sectors. For these reasons, ESG standards may be aspirational and tend to be stated broadly and applied flexibly. In addition, investors and others may disagree as to whether a certain company satisfies ESG standards given the absence of generally accepted criteria and inconsistencies in reporting by issuers. As a diversified asset manager, TCW does not require a one-size-fits all approach to ESG investing. Rather, TCW expects its portfolio managers and other investment personnel to consider ESG factors as appropriate to their respective strategies, conducive to meeting their clients investment objectives, and generally in the best interest of their clients. In implementing ESG standards into the investment strategy of the Fund, each portfolio manager accordingly has the discretion to identify and implement ESG standards in such manner as they feel will meet the foregoing goals. There can be no guarantee that a company that a portfolio manager believes to meet one or more ESG standards will actually conduct its affairs in a manner that is less destructive to the environment, or will actually promote positive social and economic developments. In addition, in evaluating an investment, the Advisor is dependent upon information and data obtained through third-party sources that may be incomplete, inaccurate or unavailable, which could adversely affect the analysis of the ESG issues relevant to a particular investment.
Globalization Risk
The growing inter-relationship of global economies and financial markets has magnified the effect of conditions in one country or region on issuers of securities in a different country or region. In particular, the adoption or prolongation of protectionist trade policies by one or more countries, changes in economic or monetary policy in the United States or abroad, or a slowdown in the United States economy could lead to a decrease in demand for products and reduced flows of capital and income to companies in other countries. Those events might particularly affect companies in emerging and developing market countries.
Non-Traditional Material Factor Risk
Each Funds portfolio managers may evaluate a broad range of fundamental and non-traditional or emergent material factors to make well-informed investment decisions. The portfolio managers will consider non-traditional and emergent factors when evaluating certain investments for which those factors represent a material risk, for example, with respect to investor rights, management independence, product safety, disaster risk, supply chain resilience, environmental and climate risk hazards, and labor relations and the contribution of these factors to the assessment of risk/return. However, there are no universally agreed upon standards for assessing the financial materiality of non-traditional factors. These factors can vary across regions, industries, and time periods, making consistent application challenging. Consequently, different stakeholders may disagree on the evaluation of these identified risk factors for any given company or asset given the absence of generally accepted criteria and inconsistencies in reporting. As a diversified asset manager, the Advisor expects its portfolio managers to consider a broad range of existing and emerging material factors to promote well-informed investment decisions with the goal of improving risk-adjusted returns.
Publicly Traded Partnership (PTP) and Master Limited Partnership (MLP) Risk
Investments in securities of a PTP or MLP are subject to risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the PTP or MLP, risks related to potential conflicts of interest between the PTP or MLPs limited partners and the PTP or MLPs general partner, cash flow risks, dilution risks and risks related to the general partners right to require unit-holders to sell their common units at an undesirable time or price. Certain PTPs and MLP securities may trade in lower volumes due to their smaller capitalizations. Accordingly, those PTPs or MLPs may be subject to more abrupt or erratic price movements and may lack sufficient market liquidity to enable the Fund to effect sales at an advantageous time or without a substantial drop in price. Investment in those PTPs or MLPs may restrict a Funds ability to take advantage of other investment opportunities. PTPs and MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns.
Securities Lending Risk
Each Fund (other than the TCW Conservative Allocation Fund) may lend portfolio securities with a value equal to up to 25% of its total assets, including collateral received for securities lent. If a Fund lends securities, there is a risk that the securities will not be available to the Fund on a timely basis, and the Fund, therefore, may lose the opportunity to sell the securities at a desirable price. In addition, as with other extensions of credit, there is the risk of possible delay in receiving
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additional collateral or in the recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. Also, there is the risk that the value of the investment of the collateral could decline causing a Fund to lose money.
Swap Agreements Risk
Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year. In a standard swap transaction, two parties agree to exchange the returns earned on specific assets, such as the return on, or increase in value of, a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. Risks inherent in the use of swaps of any kind include: (1) swap contracts may not be assigned without the consent of the counterparty; (2) potential default of the counterparty to the swap if it is not subject to centralized clearing; (3) absence of a liquid secondary market for any particular swap at any time; and (4) possible inability of a Fund to close out the swap transaction at a time that otherwise would be favorable for it to do so.
Certain types of over-the-counter (OTC) derivatives, such as various types of swaps, are required to be cleared through a central clearing organization that is substituted as the counterparty to each side of the transaction. Each party will be required to maintain its positions through a clearing broker. Although central clearing generally is expected to reduce counterparty risk, it creates additional risks. A clearing broker or organization may not be able to perform its obligations. Cleared derivatives transactions may be more expensive to maintain than OTC transactions, or require a Fund to deposit increased margin. A transaction may be subject to unanticipated close-out by the clearing organization or a clearing broker. A Fund may be required to indemnify a swap execution facility or a broker that executes cleared swaps against losses or costs that may be incurred as a result of the Funds transactions. A Fund also is subject to the risk that no clearing member is willing to clear a transaction entered into by the Fund.
The U.S. and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including clearing, margin, reporting, and registration requirements. The ultimate impact of
the regulations remains unclear. The effect of the regulations could be, among other things, to restrict a Funds ability to engage in swap transactions or increase the costs of those transactions.
Management of the Funds
The Funds investment advisor is TCW Investment Management Company LLC and is headquartered at 515 South Flower Street, Los Angeles, California 90071. The Advisor was organized in 1987 as a wholly-owned subsidiary of The TCW Group, Inc. (TCW). The Advisor is registered with the Securities and Exchange Commission (the SEC) as an investment advisor under the Investment Advisers Act of 1940, as amended.
As of December 31, 2024, the Advisor and its affiliated companies, which provide a variety of investment management and investment advisory services, had approximately $195.3 billion in assets under management or committed to management (of which $44.8 billion related specifically to the Advisor).
Subadvisor (TCW White Oak Emerging Markets Equity Fund only)
The TCW White Oak Emerging Markets Equity Funds subadvisor is White Oak Capital Partners Pte. Ltd. (White Oak or the Subadvisor), which is headquartered at 3 Church Street #22-04, Samsung Hub, Singapore 049483. White Oak is registered with the SEC as an investment advisor under the Advisers Act. White Oak is also the holder of a capital markets services license for fund management pursuant to the Securities and Futures Act 2001 of Singapore and subject to supervision in Singapore by the Monetary Authority of Singapore. As of December 31, 2024, White Oak had approximately $9.5 billion in assets under management.
Prior Performance for Similar Accounts Managed by the Subadvisor (TCW White Oak Emerging Markets Equity Fund only)
The table below sets forth data relating to the historical performance of the White Oak Emerging Markets Equity Strategy Composite (the Composite), a composite of accounts and a fund managed by White Oak since June 2022, which have
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substantially similar investment objectives and principal investment strategies as the Fund, as compared to the Funds benchmark index, the MSCI Emerging Markets Index. Performance information for the Composite is shown both net and gross of fees and expenses applicable to each account within the Composite. Results may differ from the Fund due to differences in account expenses including management fees and other factors. The accounts in the Composite are not mutual funds and therefore were not subject to the requirements of the 1940 Act or Subchapter M of the Internal Revenue Code, which, if imposed, could have affected their performance. Nor were those accounts subject to daily cash flows from purchases and redemptions, which, if applicable, may also have adversely affected the performance results.
The investment results presented below are not those of the Fund are not intended to predict or suggest returns that might be experienced by the Fund or an individual investor having an interest in the Fund. These total return figures represent past performance and should not be considered indicative of the future performance of the Fund. The Composite performance and fee information herein has been calculated and provided by the Funds subadviser.
White Oak Emerging Markets Equity Strategy Composite
Average Annual Total Returns
For the Periods Ended December 31, 2024
1 Year | 2 Years | Since Inception (June 28, 2022) | |||||||||||||
White Oak Emerging Markets Equity Composite (net of management fees and expenses) |
18.66% | 17.86% | 14.53% | ||||||||||||
White Oak Emerging Markets Equity Composite (gross of all actual fees and expenses) |
19.32% | 18.51% | 15.16% | ||||||||||||
MCSI Emerging Markets Index (reflects no deduction for fees, expenses, or taxes)* |
7.50% | 8.64% | 4.52% |
The performance does not represent the historical performance of the Fund and should not be interpreted as being indicative of the future performance of the Fund.
* | A description of the MSCI Emerging Markets Index is located under Index Description on page 64 of this Prospectus. |
White Oak is an SEC-registered investment advisory firm founded in 2017.
The net of fees composite returns are net of management fees, trading commissions, transaction costs and any applicable sales loads and reflect the reinvestment of all income. Actual fees may vary depending on, among other things, the applicable management fee schedule and portfolio size. The management fees reflected in the Composite are as follows:
Management Fees | ||
White Oak Emerging Markets Equity Strategy: |
35.44 bps* |
* | Reflects the daily management fees derived since inception from the various accounts included in the Composite. |
A complete list of White Oak composites and performance results is available upon request.
Certain information about each Funds portfolio manager(s) is provided in the Fund Summary for each Fund at the beginning of this Prospectus. Please see the SAI for additional information about other accounts managed by the portfolio managers, the portfolio managers compensation and the portfolio managers ownership of shares of the Fund(s) they manage.
Listed below are the individuals who are primarily responsible for the day-to-day management of each Funds portfolio, including a summary of each portfolio managers business experience during the past five years. (Positions with TCW and its affiliates may have changed over time.)
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TCW Concentrated Large Cap Growth Fund | ||
Brandon Bond, CFA (Co-Portfolio Manager) |
Managing Director, the Advisor. | |
Brian McNamara (Co-Portfolio Manager) |
Managing Director, the Advisor | |
Bo Fifer, CFA (Co-Portfolio Manager) |
Managing Director, the Advisor | |
TCW Relative Value Large Cap Fund | ||
Diane E. Jaffee, CFA (Lead Portfolio Manager) |
Group Managing Director, the Advisor. | |
Matthew J. Spahn (Co-Portfolio Manager) |
Managing Director, the Advisor | |
Iman Brivanlou, PhD (Co-Portfolio Manager) |
See above. | |
TCW Core Fixed Income Fund | ||
Bryan T. Whalen, CFA |
Group Managing Director, the Advisor, TCW Asset Management Company LLC, and Metropolitan West Asset Management, LLC. | |
Jerry Cudzil |
Group Managing Director, the Advisor. | |
Ruben Hovhannisyan, CFA |
Managing Director, the Advisor and Metropolitan West Asset Management, LLC. | |
TCW Securitized Bond Fund | ||
Elizabeth (Liza) Crawford |
Managing Director, the Advisor and Metropolitan West Asset Management, LLC. | |
Bryan T. Whalen, CFA |
See above. | |
Peter Van Gelderen |
Managing Director, the Advisor. Prior to joining TCW in 2023, Mr. Van Gelderen was a Senior Portfolio Manager and Head of Securitized Markets at American Century Investments. |
TCW Emerging Markets Income Fund | ||
Penelope D. Foley |
Group Managing Director, the Advisor and TCW Asset Management Company LLC. | |
David I. Robbins |
See above. | |
Alex Stanojevic |
Group Managing Director, the Advisor. | |
Christopher Hays (Co-Manager) |
Managing Director, the Advisor. | |
Jae H. Lee (Co-Manager) |
Managing Director, the Advisor. | |
TCW White Oak Emerging Markets Equity Fund | ||
Prashant Khemka |
Founder and Chief Investment Officer (CIO), White Oak. | |
Manoj Garg |
Founding Member and Director, White Oak | |
Wen Loong Lim |
Investment Director, White Oak |
TCW Funds, Inc. (the Corporation), on behalf of each Fund, and the Advisor have entered into an Investment Advisory and Management Agreement, as amended (the Advisory Agreement), under the terms of which the Funds have employed the Advisor to, subject to the direction and supervision of the Board of Directors of the Corporation (the Board of Directors), provide investment advisory and management services, including, among others, managing the investment of the assets of each Fund, placing orders for the purchase or sale of portfolio securities for each Fund, administering the day-to-day operations of each Fund, furnishing to the Corporation office space and all necessary office facilities, supplies and equipment, and arranging for officers or employees of the Advisor to serve, without compensation from the Corporation, as officers, directors or employees of the Corporation.
Under the Advisory Agreement, each Fund pays to the Advisor, as compensation for the services rendered, facilities furnished, and expenses paid by it, the following fees:
Fund |
Annual Management Fee (As Percent of Average Net Asset Value) | ||||
TCW Concentrated Large Cap Growth Fund |
0.65 | % | |||
TCW Relative Value Large Cap Fund |
0.60 | % | |||
TCW Core Fixed Income Fund |
0.40 | % |
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Fund |
Annual Management Fee (As Percent of Average Net Asset Value) | ||||
TCW Securitized Bond Fund |
0.40 | % | |||
TCW Emerging Markets Income Fund |
0.75 | % | |||
TCW White Oak Emerging Markets Equity Fund |
0.90 | % |
Pursuant to an Expense Limitations letter agreement (the Expense Limitation Agreement), the Advisor has agreed that in the event the overall operating expenses of the Class I-3 shares of a Fund listed below exceed the stated expense limit on an annualized basis, the Advisor shall reduce its advisory fee or reimburse the class or classes of such Fund in respect of such shares for the difference. Each expense limitation does not include any expenses attributable to interest, brokerage, extraordinary expenses and acquired fund fees and expenses, if any. This contractual expense limitation will continue to [ ], and before that date, the Advisor may not terminate this arrangement without prior approval of the Board of Directors.
U.S. Equity Funds |
||
TCW Concentrated Large Cap Growth Fund |
||
I-3 Class Shares |
[ ]% | |
TCW Relative Value Large Cap Fund |
||
I-3 Class Shares |
[ ]% | |
U.S. Fixed Income Funds |
||
TCW Core Fixed Income Fund |
||
I-3 Class Shares |
[ ]% | |
TCW Securitized Bond Fund |
||
I-3 Class Shares |
[ ]% | |
International Funds |
||
TCW Emerging Markets Income Fund |
||
I-3 Class Shares |
[ ]% | |
TCW White Oak Emerging Markets Equity Fund |
||
I-3 Class Shares |
[ ]% |
Any advisory fee reduced or withheld, or expense reimbursement paid, pursuant to the Expense Limitation Agreement will be reimbursed by the appropriate Fund to the Advisor in the first, second or third fiscal year after the fiscal year of the reduction or reimbursement. The Advisor may not receive reimbursement for previous reductions or reimbursements before payment of a Funds operating expenses for the current year and cannot cause a Fund
to exceed the expense limitation in effect for that Fund (i) at the time the fees and expenses would have been incurred or (ii) at the time the Advisor would recoup that reduction or reimbursement. In addition, any recoupment may not exceed any more restrictive limitation to which the Advisor has agreed.
In addition to the contractual expense limitations listed above that apply to certain Funds, the Advisor has agreed to reduce its investment management fee or to pay the operating expenses of each Fund to limit the Funds operating expenses to an amount not to exceed the previous months expense ratio average for comparable funds as calculated by Lipper Inc. This expense limitation is voluntary and terminable by either the Advisor or the Board of Directors on six months prior notice. This voluntary limitation and the contractual fee waiver and/or expense reimbursement exclude interest, brokerage, extraordinary expenses, and acquired fund fees and expenses, if any.
A discussion regarding the basis for the Board of Directors approval of the Advisory Agreement for each Fund is contained in the Corporations Form N-CSR for the fiscal year ended October 31, 2024.
Subadvisory Agreement (TCW White Oak Emerging Markets Equity Fund only)
The Advisor and White Oak Capital Partners Pte. Ltd. (White Oak) have entered into a Subadvisory Agreement (the Subadvisory Agreement), under the terms of which the Advisor has employed White Oak on behalf of the TCW White Oak Emerging Markets Fund, subject to the Advisors supervision and the ultimate direction and oversight of the Board of Directors, to provide investment advisory and management services, including, among others, managing the investment of the Funds assets and placing orders for the purchase or sale of portfolio securities for the Fund. The Advisor, and not the Fund, is responsible for payment of the subadvisory fees to White Oak under the Subadvisory Agreement. Pursuant to the Subadvisory Agreement, the Advisor pays White Oak a tiered percentage of the advisory fees received by the Advisor with respect to the Fund, as follows: 50% of the advisory fee on the Funds net assets of up to $1 billion; 55% of the advisory fee on the next $1 billion of the Funds net assets; and 70% of the advisory fee on net assets over $2 billion.
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A discussion regarding the basis for the Board of Directors approval of the Subadvisory Agreement for the Fund will be contained in the Corporations Form N-CSR for the period ended April 30, 2025.
The Advisor pays certain costs of marketing the Funds from legitimate profits from its management fees and other resources available to it. The Advisor may also share with financial intermediaries (as defined below in the Your Investment Account Policies and Services Calculation of NAV section) certain marketing expenses or pay for the opportunity to distribute the Funds, sponsor informational meetings, seminars, client awareness events, support for marketing materials, or business building programs. The Advisor or its affiliates may pay amounts from their own resources to third parties, including brokerage firms, banks, financial advisors, retirement plan service providers, and other financial intermediaries for providing record keeping, sub-accounting, transaction processing and other administrative services. These payments, which may be substantial, are in addition to any fees that may be paid by the Funds for these types of or other services.
The amount of these payments is determined from time to time by the Advisor and may differ among such financial intermediaries. Such payments may provide incentives for such parties to make shares of the Funds available to their customers, and may allow the Funds greater access to such parties and their customers than would be the case if no payments were paid. Such access advantages include, but are not limited to, placement of a Fund on a list of mutual funds offered as investment options to the financial intermediarys customers (sometimes referred to as Shelf Space); access to the financial intermediarys registered representatives; and/or ability to assist in training and educating the financial intermediarys registered representatives. These payment arrangements will not, however, change the price an investor pays for shares of a Fund or the amount that the Fund receives to invest on behalf of the investor. These payments may create potential conflicts of interest between an investor and a financial intermediary who is recommending a particular Fund over other mutual funds. You may wish to consider whether such arrangements exist when evaluating any recommendations to purchase or sell shares of a Fund and you should contact your financial intermediary for details about any payments it may receive from the Funds or from the Advisor. Payments are typically based on a percentage of assets under
management or based on the number of customer accounts or a combination thereof.
Other Shareholder Servicing Expenses Paid by the Funds
The Funds are authorized to compensate each broker-dealer and other third-party intermediary up to such percentage as approved by the Board of Directors of the assets serviced for a Fund by that intermediary for shareholder services to each Fund and its shareholders invested in the I-3 Share class. These services constitute sub-recordkeeping or similar services and are similar in scope to services provided by the transfer agent to the Funds. These expenses paid by a Fund would remain subject to any overall expense limitations applicable to that Fund. This amount may be adjusted, subject to approval by the Board of Directors.
Your Investment Account Policies and Services
You pay no sales charges to invest in a Fund. Your price for a Funds shares is the Funds net asset value per share (NAV) which is calculated as of the close of trading on the New York Stock Exchange (NYSE) (usually 4:00 p.m. Eastern time or the time trading closes on the NYSE, whichever is earlier) every day the NYSE is open. In addition to Saturday and Sunday, the NYSE is closed on the days that the following holidays are observed: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving and Christmas Day. Shares cannot be purchased by wire transactions on days when banks are closed.
The NAV of each Class of a Fund is determined by adding the value of that Classs securities, cash and other assets, subtracting all expenses and liabilities attributable to that Class, and then dividing by the total number of shares of that Class issued and outstanding ((assets-liabilities)/# of shares = NAV).
Your order will be priced at the next NAV calculated after your order is accepted by the Corporation. Orders received by the Funds transfer agent from dealers, brokers or other service providers, which may include the Funds investment manager on behalf of its separate account clients, (financial intermediaries) after the NAV for the day is determined
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will receive that same days NAV if the orders were received by the financial intermediary from its customers prior to 4:00 p.m. Eastern time (or the time trading closes on the NYSE, whichever is earlier). Your financial intermediary is responsible for transmitting such orders promptly.
The Corporation may at its discretion reject any purchase order for Fund shares.
Each Fund discloses its NAV on a daily basis. To obtain a Funds NAV, please call (800) FUND TCW or visit the TCW Funds, Inc. website at www.TCW.com.
A Funds investments for which market quotations are readily available are valued based on market value. Equity securities, including depositary receipts, are valued at the last reported sale price as reported by the stock exchange or pricing service. Securities traded on the NASDAQ Stock Market (NASDAQ) are valued using the official closing prices as reported by NASDAQ. In cases where equity securities are traded on more than one exchange, the securities are valued using the prices from the respective primary exchange of each security. Options on equity securities are valued at the average of the latest bid and ask prices as reported by the stock exchange or pricing service. S&P 500 futures contracts generally are valued at the first sale price after 4:00 p.m. ET on the Chicago Mercantile Exchange. All other futures contracts are valued at the official settlement price of the exchange on which the applicable contract is traded. Changes to market closure times may alter when futures contracts are valued. The daily NAV may not reflect the closing market price for all futures contracts and options held by the Funds because the markets for certain futures contracts and options close shortly after the time the NAV is calculated. The daily NAV also may not reflect prices from after-hours trading. Generally, securities issued by open-end investment companies are valued using their respective net asset values. Securities traded over-the-counter are valued using prices furnished by independent pricing services or by broker dealers.
Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services. As a result, the NAV of the Funds shares may be affected by changes in the value of currencies in relation to the U.S. dollar. The value of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may be affected significantly on a day that the NYSE is closed and an investor is not able to purchase, redeem or exchange shares.
Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Advisor as the Valuation Designee for the
purpose of determinations of fair value with respect to the Funds portfolio holdings. The Corporation may use the fair value of a security as determined by the Valuation Designee in accordance with procedures approved by the Board of Directors if market quotations are unavailable or deemed unreliable or if events occurring after the close of a securities market and before the Corporation values its assets would materially affect net asset value. Such situations are particularly relevant for a Fund that holds securities that trade primarily in overseas markets. A security that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. The fair value assigned to a security may not represent the value that a Fund could obtain if it were to sell the security.
The net asset value of the Funds investments in other investment companies will be calculated based upon the net asset value of those investment companies; the offering documents for those investment companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
Share Class and Type of Account |
Minimum Initial Investment |
Minimum Subsequent Investments | ||||||||
Class I-3 |
||||||||||
Regular Account |
$[ ] | $[ ] | ||||||||
Individual/Retirement Account |
$[ ] | $[ ] |
The Corporation may accept investments of smaller amounts under circumstances deemed appropriate. The Corporation reserves the right to change the minimum investment amounts without prior notice. A broker-dealer or other financial intermediary may require a higher minimum initial investment, or may aggregate or combine accounts in order to allow its customers to apply a lower minimum investment. All investments must be in U.S. dollars drawn on domestic banks. The Corporation will not accept money orders, Treasury checks, travelers checks, bank checks, drafts, or credit card checks. Third-party checks, except those payable to an existing shareholder, will not be accepted. In addition, the Funds will not accept cash, checks drawn on banks outside the U.S., starter checks, post-dated checks, or any conditional order or payment. If your check does not clear, you will be responsible for any loss a Fund incurs such as a loss resulting from a change in NAV. You will also be charged $25 for every check returned unpaid.
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The Funds have adopted an Anti-Money Laundering Compliance Program as required by the United Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT) and appointed an Anti-Money Laundering Officer to help the government fight the funding of terrorism and money laundering activities. Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you is that when you open an account, the Funds transfer agent will ask you for your name, address, date of birth, taxpayer identification number and permanent street address. If you are opening the account in the name of a legal entity (e.g., partnership, limited liability company, business trust, corporation, etc.), you must also supply the identity of the beneficial owners. Mailing addresses containing only a P.O. Box will not be accepted. The transfer agent may also ask to see your drivers license or other identification documents, and may consult third-party databases to help verify your identity. If the transfer agent is unable to verify your identity or that of another person authorized to act on your behalf, or if it believes it has identified potentially criminal activity, the transfer agent reserves the right to close your account or take any other action it deems reasonable or required by law.
Once your account has been opened with the initial minimum investment you may make additional purchases at regular intervals through the Automatic Investment Plan (AIP). The AIP provides a convenient method to have monies deducted from your bank account for investment into a Fund, on a monthly, bi-monthly, quarterly or semi-annual basis (if your AIP falls on a weekend or holiday, it will be processed on the following business day). In order to participate in the AIP, each purchase must be in the amount of $100 or more and your financial institution must be a member of the Automated Clearing House (ACH) network. If your financial institution rejects your payment, the Funds transfer agent will charge a $25 fee to your Fund account. To begin participating in the AIP, please complete the AIP section on the account application or call the Funds transfer agent at (800) 248-4486 for additional information. Any request to change or terminate your AIP should be submitted to the transfer agent at least five calendar days prior to the effective date of the next transaction.
You may purchase additional shares of the Fund by calling the Funds transfer agent at (800) 248-4486. If your account
has been open for at least 7 business days, telephone orders will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (ACH) network. You must have banking information established on your account prior to making a purchase. If you order is received prior to 4 p.m. Eastern time, your shares will be purchased at the NAV calculated on the day your order is placed.
You may sell shares at any time. Your shares will be sold at the next NAV calculated after your order is accepted by the Funds transfer agent or a dealer, broker or other service provider. Your order will be processed promptly, and you will generally receive the proceeds within a week.
Before selling recently purchased shares, please note that if a Fund has not yet collected payment for the shares you are selling, it may delay sending the proceeds for up to fifteen calendar days from the purchase date or until payment is collected, whichever is earlier. This delay will not apply if you purchased your shares via wire payment.
Shareholders who have an IRA or other retirement plan must indicate on their written redemption request whether or not to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding. If you hold your shares through an IRA, you may redeem shares by telephone. Investors will be asked whether or not to withhold taxes from any distribution.
Some circumstances require written sell orders, along with signature guarantees from either a Medallion program member or a non-Medallion program member. These include:
| amounts in excess of $100,000 |
| amounts of $1,000 or more on accounts whose address has been changed within the last 30 calendar days |
| requests to send the proceeds to a payee, address or a bank account different than what is on our records |
| if ownership is changed on your account |
| written requests to wire redemptions proceeds (if not previously authorized on the account) |
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Non-financial transactions, including establishing or modifying services on an account, may require signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution.
The Funds and/or the transfer agent reserve the right to waive or require any signature guarantee based on the circumstances relative to the particular situation.
A signature guarantee helps protect against fraud. Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program (STAMP) but not from a notary public. Please call (800) 248-4486 to ensure that your signature guarantee will be processed correctly.
You can exchange from Class I-3 shares of one Fund into the same Class of another Fund offered in a different prospectus, provided that your investment meets the minimum initial investment and any other requirements of the same Class of the other Fund and that the shares of the same Class of the other Fund are eligible for sale in your state of residence. Further information about conversion of shares between classes of the same Fund may be found in the Funds SAI. You can request your exchange in writing or by phone. Be sure to read the current prospectus for any Fund into which you are exchanging. Any new account established through an exchange will have the same privileges as your original account (as long as they are available).
You may also exchange the shares of any Fund you own for shares of Fidelity Prime Money Market Portfolio, which is an unaffiliated, separately managed, money market mutual fund, or exchange shares of Fidelity Prime Money Market Portfolio for shares of any Fund. You should read the Fidelity Prime Money Market Portfolio prospectus prior to investing in that fund. You can obtain a prospectus for the Fidelity Prime Money Market Portfolio by calling (800) 386-3829 or by visiting our website at www.TCW.com.
You may buy and redeem a Funds shares through certain broker-dealers and financial organizations and their authorized intermediaries. When you place your order with such a broker or its authorized agent, your order is treated as if you had placed it directly with the Funds Transfer Agent, and you will pay or receive the next price calculated by the Funds. The broker (or agent) holds your shares in an omnibus account in the brokers (or agents) name, and the broker (or agent) maintains your individual ownership records. If purchases and redemptions of a Funds shares are arranged and settlement is made at an investors election through a registered broker-dealer, other than the Funds distributor, that broker-dealer may, at its discretion, charge a fee for that service. The broker (or agent) is responsible for processing your order correctly and promptly, keeping you advised regarding the status of your individual account, confirming your transactions and ensuring that you receive copies of the Funds prospectus.
Current and prospective investors purchasing shares of a Fund through a broker-dealer should be aware that a transaction charge, commission, and/or other form of payment may be imposed by broker-dealers that make the Funds shares available, and there will not be such charges if shares of the Fund are purchased directly from the Fund.
Every Fund investor automatically receives regular account statements. You will also be sent a yearly statement detailing the tax characteristics of any dividends and distributions you have received.
Each year you are automatically sent an updated prospectus and other documents for the Funds. You may also receive proxy statements for a Fund. In order to reduce the volume of mail you receive, when possible and unless the Corporation receives contrary instructions, only one copy of these documents will be sent to those addresses shared by two or more accounts. You may write the Corporation at 515 South Flower Street, Los Angeles, California 90071 or telephone it at 1-800-386-3829 to request individual copies of documents or to request a single copy of documents if receiving duplicate copies. The Corporation will begin sending a household single or multiple copies, as requested, as soon as practicable after receiving the request.
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It is important that the Funds maintain a correct address for each investor. An incorrect address may cause an investors account statements and other mailings to be returned to the Funds. Based upon statutory requirements for returned mail, the Funds will attempt to locate the investor or rightful owner of the account. If the Funds are unable to locate the investor, then they will determine whether the investors account can legally be considered abandoned. Mutual fund accounts may be transferred to the state government of an investors state of residence if no activity occurs within the account during the inactivity period specified in the applicable states abandoned property laws, which varies by state. The Funds are legally obligated to escheat (or transfer) abandoned property to the appropriate states unclaimed property administrator in accordance with statutory requirements. The investors last known address of record determines which state has jurisdiction. Please proactively contact the Transfer Agent toll-free at 1-800-386-3829 at least annually to ensure your account remains in active status. Investors who are residents of the state of Texas may designate a representative to receive legislatively required unclaimed property due diligence notifications. Please contact the Funds to complete a Texas Designation of Representative form.
If your non-retirement account in a Fund falls below $2,000 as a result of redemptions and or exchanges for six months or more, the Fund may close your account and send you the proceeds upon 60 days written notice.
Unless you decline telephone privileges on your New Account Form, you may be responsible for any fraudulent telephone order as long as the Funds transfer agent takes reasonable measures to verify the order. Reasonable measures include a requirement for a caller to provide certain personal identifying information. If an account of a Fund has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person.
Once you place a telephone transaction request, it cannot be canceled or modified after the close of regular trading on the NYSE (generally, 4:00 p.m., Eastern time).
Telephone trades must be received by or prior to market close. During periods of high market activity, shareholders may encounter higher than usual call waits. Please allow sufficient time to place your telephone transaction.
Each Fund also reserves the right to make a redemption in kind payment in portfolio securities rather than cash if the amount you are redeeming in any 90-day period is large enough to affect Fund operations (for example, if it equals more than $250,000 or represents more than 1% of a Funds assets). Securities used to make an in-kind redemption would normally be a representative basket of securities, subject to reasonable minimum quantities to allow possible later sale by the shareholder. If your shares are redeemed in kind, you will incur transaction costs upon disposition of the securities received in the distribution.
Any undeliverable dividend checks or dividend checks that remain uncashed for six months will be cancelled and will be reinvested in the applicable Fund at the per share net asset value determined as of the date of cancellation.
After the transfer agent has received the redemption request and all proper documents, payment for shares tendered will generally be made within (i) one to three business days for redemptions made by wire, and (ii) three to five business days for ACH redemptions. Redemption payments by check will generally be issued on the business day following the redemption date; however, actual receipt of the check by the redeeming investor will be subject to postal delivery schedules and timing.
Under normal circumstances, a Fund typically expects to meet redemptions with positive cash flows. When that cash is not available, the Fund seeks to maintain its portfolio weightings by selling a cross section of the Funds holdings to meet redemptions, while also factoring in trading costs. Under certain circumstances, including under stressed market conditions, there are additional tools that a Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investors transaction to match trade settlement, within regulatory requirements. Under unusual circumstances, a Fund may also borrow money (subject to certain regulatory conditions) through a bank line of credit, including a joint committed credit facility, or inter-fund borrowing from affiliated mutual funds, in order to meet redemption requests. Payment may be delayed or made partly in-kind with marketable securities under unusual circumstances, as specified in the 1940 Act.
The Funds are not intended to serve as vehicles for frequent trading activity because such trading may disrupt management of the Funds. In addition, such trading activity can increase expenses as a result of increased trading and
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transaction costs, forced and unplanned portfolio turnover, lost opportunity costs, and large asset swings that decrease the Funds ability to provide maximum investment returns to all shareholders. In addition, certain trading activity that attempts to take advantage of inefficiencies in the valuation of the Funds securities holdings may dilute the interests of the remaining shareholders. This in turn can have an adverse effect on the Funds performance.
Accordingly, the Board of Directors has adopted the following policies and procedures with respect to frequent purchases and redemptions of Fund shares by shareholders. Each Fund reserves the right to refuse any purchase or exchange request that could adversely affect the Fund or its operations, including those from any individual or group who, in the Funds view, is likely to engage in excessive trading. If a purchase or exchange order with respect to a Fund is rejected, the potential investor will not benefit from any subsequent increase in the net asset value of the Fund.
For TCW Core Fixed Income Fund, TCW Securitized Bond Fund, TCW Emerging Markets Income Fund, and TCW White Oak Emerging Markets Equity Fund, future purchases into a Fund may be barred if a shareholder effects more than two round trips in shares of that Fund (meaning exchanges or redemptions following a purchase) in excess of certain de minimis limits within a 30-day period. Shareholders effecting a round trip transaction in shares of a Fund in excess of the relevant de minimis threshold more than once within the above-referenced 30-day period may receive a communication from the Fund warning that the shareholder is in danger of violating the Corporations frequent trading policy.
For all other Funds, future purchases into a Fund may be barred if a shareholder effects a round trip in shares of that Fund (meaning exchanges or redemptions following a purchase) in excess of certain de minimis limits within a 30-day period.
Exceptions to these trading limits may be made only upon approval of the Corporations Chief Compliance Officer or his designee, and such exceptions are reported to the Board of Directors on a quarterly basis.
This policy may be revised from time to time by the officers of the Corporation in consultation with the Board of Directors without prior notice.
These restrictions do not apply to the Fidelity Prime Money Market Portfolio, to certain asset allocation programs (including mutual funds that invest in other mutual funds for asset allocation purposes, and not for short-term trading), to omnibus accounts (except to the extent noted in the next paragraph) maintained by brokers and other financial intermediaries (including 401(k) or other group retirement accounts, although restrictions on Fund share transactions comparable to those set forth in the previous paragraphs have been applied to the Advisors retirement savings program), and to involuntary transactions and automatic investment programs, such as dividend reinvestment or transactions pursuant to the Funds systematic investment or withdrawal program.
In an attempt to detect and deter excessive trading in omnibus accounts, the Corporation or its agents may require intermediaries to impose restrictions on the trading activity of accounts traded through those intermediaries. The Funds ability to impose restrictions with respect to accounts traded through particular intermediaries may vary depending on the systems capabilities, applicable contractual and legal restrictions, and cooperation of those intermediaries. The Corporation, however, cannot always identify or reasonably detect excessive trading that may be facilitated by financial intermediaries or that may be made difficult to identify through the use of omnibus accounts by those intermediaries that transmit purchase, exchange and redemption orders to the Funds, and thus the Funds may have difficulty curtailing such activity.
In addition, the Corporation reserves the right to:
| change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions, to the extent permitted under applicable SEC rules; and |
| delay sending out redemption proceeds for up to seven days (generally only applies in cases of large redemptions, excessive trading or during unusual market conditions). |
TO OPEN AN ACCOUNT | TO ADD TO AN ACCOUNT | |
In Writing |
||
Complete the New Account Form. Mail your New Account Form and a check made payable to (Name of Fund) to: | ||
Via Regular Mail |
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TO OPEN AN ACCOUNT | TO ADD TO AN ACCOUNT | |
TCW Funds, Inc. c/o U.S. Bank Global Fund Services P.O. Box 701 Milwaukee, WI 53201-0701 |
(Same, except that you should include the stub that is attached to your account statement that you receive after each transaction or a note specifying the Fund name, your account number, and the name(s) your account is registered in.) | |
Via Express, Registered or Certified Mail | ||
TCW Funds, Inc. c/o U.S. Bank Global Fund Services 615 E. Michigan Street, 3rd Floor Milwaukee, WI 53202 | ||
By Telephone |
||
Please contact the Investor Relations Department at (800) FUND TCW (386-3829) for a New Account Form. The Funds transfer agent will not establish a new account funded by fed wire unless a completed application is received prior to its receipt of the fed wire. |
||
Wire: Have your bank send your investment to: | Before sending your fed wire, please call the Funds transfer agent at (800) 248-4486 to advise them of the wire. This will ensure prompt and accurate credit to your account upon receipt of the fed wire. Wired funds must be received prior to 4:00 p.m. Eastern time to receive same day pricing. The Funds and U.S. Bank, N.A. are not responsible for the consequences of delays resulting from the banking or the Fed wire system, or from incomplete wiring instructions. | |
U.S. Bank, N.A. 777 E. Wisconsin Avenue Milwaukee, WI 53202 ABA No. 075000022 Credit: U.S. Bank Global Fund Services Account No. 182380074993 Further Credit: (Name of Fund) (Name on the Fund Account) (Fund Account Number) | ||
Via Exchange |
||
Call the Funds transfer agent at (800) 248-4486. The new account will have the same registration as the account from which you are exchanging. | ||
If you need help completing the New Account Form, please call the Funds transfer agent at (800) 248-4486. |
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TO SELL OR EXCHANGE SHARES | ||
Toll free in the U.S. (800) 248-4486 | ||
Outside the U.S. (414) 765-4124 (collect) |
The amount of dividends of net investment income and distributions of net realized long and short-term capital gains payable to shareholders will be determined separately for each Fund class. Dividends and distributions are paid separately for each class of shares. The dividends and distributions paid on Class I and Plan Class shares will generally be higher than those paid on Class N shares since Class N shares normally have higher expenses than Class I and Plan Class shares. Dividends from the net investment income of each Fund will be declared and paid annually except for the TCW Global Real Estate Fund, which will declare and pay dividends quarterly, and the TCW Emerging Markets Local Currency Income Fund, TCW Emerging Markets Income Fund, TCW Core Fixed Income Fund, TCW Securitized Bond Fund, and TCW Global Bond Fund, which will declare and pay dividends monthly. The Funds will distribute any net realized long- or short-term capital gains at least annually. Your distributions from a Fund will be reinvested in the Fund unless you instruct the Fund otherwise in writing or by telephone at least five calendar days prior to the record date of the distribution. An investor will be taxed in the same manner whether you receive your distributions (from investment company taxable income or net capital gains) in cash or reinvest them in additional shares of a Fund.
There are no fees or sales charges on reinvestments. You may request distributions be paid by check. Any undeliverable dividend checks or dividend checks that remain uncashed for six months will be cancelled and will be reinvested in the applicable Fund at the per share net asset value determined at the date of cancellation.
Distributions of a Funds investment company taxable income (which include, but are not limited to, interest dividends and net short-term capital gains), if any, are generally taxable to the Funds shareholders as ordinary income. To the extent that a Funds ordinary income distributions consist of qualified dividend income, such income may be subject to tax at the reduced rate of tax applicable to non-corporate shareholders for net long-term capital gains, if certain holding period requirements have been satisfied by the Fund and the shareholders. Dividends received by a Fund from a REIT and from certain foreign corporations generally will not constitute qualified dividend income.
Distributions of net capital gains (net long-term capital gains less net short-term capital loss) are generally taxable as long-term capital gains regardless of the length of time a shareholder has owned shares of a Fund. Generally, the maximum individual federal tax rate applicable to qualified dividend income and long-term capital gains is 20%.
An additional 3.8% federal tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds certain threshold amounts.
Shareholders who sell or redeem shares generally will have a capital gain or loss from the sale or redemption. The amount of gain or loss and the applicable rate of tax will depend generally on the amount paid for the shares, the amount received from the sale or redemption, and how long the shares were held by a shareholder.
A Fund may be subject to foreign withholding or other foreign taxes on income or gain from certain foreign securities. In general, a Fund may deduct these taxes in computing its taxable income. If more than 50% of the value of a Funds total assets at the close of its taxable year consists of securities of foreign corporations, the Fund will be eligible and may elect to treat a proportionate amount of certain foreign taxes paid by it as a distribution to each shareholder, which would (subject to applicable limitations) generally permit each shareholder (1) to credit this amount or (2) to deduct this amount for purposes of computing its U.S. federal income tax liability. This will be reported by a Fund on Form 1099-DIV annually, if applicable.
In addition, the TCW White Oak Emerging Markets Equity Fund may be subject to short-term capital gains tax in India on gains realized upon disposition of Indian securities held less than one year. The tax is computed on net realized gains; any realized losses in excess of gains may be carried forward for a period of up to eight years to offset future gains. Any
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net taxes payable must be remitted to the Indian government prior to repatriation of sales proceeds. The TCW White Oak Emerging Markets Equity Fund accrues a deferred tax liability for net unrealized short-term gains in excess of available carryforwards on Indian securities. This accrual may reduce the Funds net asset value.
A Funds transactions in derivatives (such as futures contracts, swaps and covered call options) will be subject to special tax rules, the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the Funds securities and/or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders. A Funds use of derivatives may result in the Fund realizing more short-term capital gains and ordinary income subject to tax at ordinary income tax rates than it would if it did not use derivatives.
Under the backup withholding rules, the Funds may be required to withhold U.S. federal income tax (currently, at a rate of 24%) on all distributions to shareholders if they fail to provide the Funds with their correct taxpayer identification number or to make required certifications, or if they have been notified by the IRS that they are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against U.S. federal income tax liability.
Foreign shareholders may be subject to different U.S. federal income tax treatment, including withholding tax at the rate of 30% on amounts treated as ordinary dividends from the Funds, as discussed in more detail in the SAI.
Shareholders will be advised annually as to the federal tax status of distributions made by a Fund for the preceding calendar year. Distributions by a Fund may also be subject to state and local taxes. Additional tax information may be
found in the SAI. This section is not intended to be a full discussion of tax laws and the effect of such laws on you. There may be other federal, state, or local tax considerations applicable to a particular investor. You are urged to consult your own tax advisor.
Portfolio Holdings Information
A description of the Funds policies and procedures with respect to the disclosure of its portfolio securities is available in the SAI. Currently, the Funds disclose portfolio holdings with respect to holdings at the end of the second and fourth fiscal quarters in their semi-annual and annual reports to shareholders, and with respect to holdings quarterly in their Form N-PORT reports. The SAI, Form N-CSR, and Form N-PORT are available, free of charge, on the EDGAR Database on the SECs website at www.sec.gov. The Form N-CSR, Form N-PORT, and SAI for each Fund are also available by contacting the Funds at 1-800-FUND TCW (1-800-386-3829) and on the Corporations website at www.TCW.com.
Index Description (TCW White Oak Emerging Markets Equity Fund only)
It is not possible to invest directly in an index. The performance of foreign indices may be based on different exchange rates than those used by the Fund and, unlike the Funds NAV, is not adjusted to reflect fair value at the close of regular trading on the NYSE (generally 4:00 PM Eastern Time) on each day that the exchange is open for trading.
The MSCI Emerging Markets Index is a free float-adjusted market capitalization-weighted index of the stock markets of Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Kuwait, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey and United Arab Emirates.
64
The following financial highlights tables are intended to help you understand each Funds financial performance for the fiscal years or periods indicated. Because Class I-3 shares of the Funds have not been offered prior to the date of this prospectus, the tables that follow present performance information about the Class I shares of the fund, which are offered through another prospectus. Certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and other distributions). The information presented in the tables has been audited by [ ], whose report, along with the Funds financial statements, is included in the annual report, which is available upon request.
Because TCW White Oak Emerging Markets Equity Fund did not commence investment operations during the fiscal period ended October 31, no financial highlights are available for the Fund at this time. In the future, financial highlights will be presented in this section of the prospectus.
65
Financial Highlights
TCW Concentrated Large Cap Growth Fund (formerly, TCW Select Equities Fund)
Class I
Year Ended October 31, | ||||||||||||||||||||
2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||
Net Asset Value per Share, Beginning of year |
$ | 25.37 | $ | 25.79 | $ | 44.70 | $ | 34.13 | $ | 27.64 | ||||||||||
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|
|
|
|
|
|
|||||||||||
Income (Loss) from Investment Operations: |
||||||||||||||||||||
Net Investment Loss(1) |
(0.05 | ) | (0.04 | ) | (0.12 | ) | (0.14 | ) | (0.08 | ) | ||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
11.38 | 3.82 | (13.71 | ) | 13.23 | 9.04 | ||||||||||||||
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|
|
|
|
|
|
|
|
|||||||||||
Total from Investment Operations |
11.33 | 3.78 | (13.83 | ) | 13.09 | 8.96 | ||||||||||||||
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|
|||||||||||
Less Distributions: |
||||||||||||||||||||
Distributions from Net Realized Gain |
(3.28 | ) | (4.20 | ) | (5.08 | ) | (2.52 | ) | (2.47 | ) | ||||||||||
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|
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|
|
|||||||||||
Net Asset Value per Share, End of year |
$ | 33.42 | $ | 25.37 | $ | 25.79 | $ | 44.70 | $ | 34.13 | ||||||||||
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|
|
|
|
|||||||||||
Total Return |
47.90 | % | 18.60 | % | (34.93 | %) | 40.32 | % | 34.59 | % | ||||||||||
Ratios/Supplemental Data: |
||||||||||||||||||||
Net Assets, End of year (in thousands) |
$ | 546,751 | $ | 429,236 | $ | 462,670 | $ | 801,597 | $ | 633,683 | ||||||||||
Ratio of Expenses to Average Net Assets: |
||||||||||||||||||||
Before Expense Reimbursement |
0.78 | % | 0.77 | % | 0.79 | % | 0.77 | % | 0.76 | % | ||||||||||
After Expense Reimbursement |
0.78 | % | N/A | N/A | N/A | N/A | ||||||||||||||
Ratio of Net Investment Loss to Average Net Assets |
(0.17 | %) | (0.16 | %) | (0.38 | %) | (0.37 | %) | (0.28 | %) | ||||||||||
Portfolio Turnover Rate |
12.77 | % | 10.42 | % | 12.12 | % | 8.17 | % | 4.09 | % |
(1) | Computed using average shares outstanding throughout the period. |
66
Financial Highlights
TCW Relative Value Large Cap Fund
Class I
Year Ended October 31, | ||||||||||||||||||||
2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||
Net Asset Value per Share, Beginning of year |
$ | 12.66 | $ | 13.10 | $ | 15.04 | $ | 10.84 | $ | 18.69 | ||||||||||
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|
|
|
|
|
|
|
|
|
|||||||||||
Income (Loss) from Investment Operations: |
||||||||||||||||||||
Net Investment Income(1) |
0.19 | 0.20 | 0.19 | 0.18 | 0.22 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
4.30 | 0.26 | (0.90 | ) | 5.07 | (0.57 | ) | |||||||||||||
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|
|
|
|
|
|
|
|||||||||||
Total from Investment Operations |
4.49 | 0.46 | (0.71 | ) | 5.25 | (0.35 | ) | |||||||||||||
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|
|
|
|
|||||||||||
Less Distributions: |
||||||||||||||||||||
Distributions from Net Investment Income |
(0.20 | ) | (0.20 | ) | (0.19 | ) | (0.22 | ) | (0.49 | ) | ||||||||||
Distributions from Net Realized Gain |
(0.47 | ) | (0.70 | ) | (1.04 | ) | (0.83 | ) | (7.01 | ) | ||||||||||
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|
|
|
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|
|
|
|||||||||||
Total Distributions |
(0.67 | ) | (0.90 | ) | (1.23 | ) | (1.05 | ) | (7.50 | ) | ||||||||||
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Net Asset Value per Share, End of year |
$ | 16.48 | $ | 12.66 | $ | 13.10 | $ | 15.04 | $ | 10.84 | ||||||||||
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|
|||||||||||
Total Return |
36.37 | % | 3.61 | % | (5.56 | %) | 50.84 | % | (7.02 | %) | ||||||||||
Ratios/Supplemental Data: |
||||||||||||||||||||
Net Assets, End of year (in thousands) |
$ | 238,897 | $ | 97,169 | $ | 101,088 | $ | 117,205 | $ | 83,765 | ||||||||||
Ratio of Expenses to Average Net Assets: |
||||||||||||||||||||
Before Expense Reimbursement |
0.77 | % | 0.82 | % | 0.83 | % | 0.80 | % | 0.80 | % | ||||||||||
After Expense Reimbursement |
0.70 | % | 0.70 | % | 0.70 | % | 0.70 | % | 0.71 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.23 | % | 1.49 | % | 1.43 | % | 1.31 | % | 1.88 | % | ||||||||||
Portfolio Turnover Rate |
38.69 | %(2) | 19.65 | % | 17.81 | % | 17.16 | % | 31.17 | % |
(1) | Computed using average shares outstanding throughout the period. |
(2) | The portfolio turnover calculation was adjusted to exclude the value of securities acquired in connection with the funds acquisition of the assets of the TCW Relative Value Dividend Appreciation Fund on June 17, 2024. The portfolio turnover rate would have been 39.50% without the adjustment. |
67
Financial Highlights
TCW Core Fixed Income Fund
Class I
Year Ended October 31, | ||||||||||||||||||||
2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||
Net Asset Value per Share, Beginning of year |
$ | 9.08 | $ | 9.39 | $ | 11.56 | $ | 11.98 | $ | 11.41 | ||||||||||
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|
|
|
|
|
|
|||||||||||
Income (Loss) from Investment Operations: |
||||||||||||||||||||
Net Investment Income(1) |
0.38 | 0.36 | 0.20 | 0.11 | 0.20 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.63 | (0.36 | ) | (2.17 | ) | (0.09 | ) | 0.61 | ||||||||||||
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|
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|
|
|
|||||||||||
Total from Investment Operations |
1.01 | | (1.97 | ) | 0.02 | 0.81 | ||||||||||||||
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|
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|
|
|
|||||||||||
Less Distributions: |
||||||||||||||||||||
Distributions from Net Investment Income |
(0.44 | ) | (0.31 | ) | (0.17 | ) | (0.14 | ) | (0.24 | ) | ||||||||||
Distributions from Return of Capital |
| | (0.03 | ) | (0.04 | ) | | |||||||||||||
Distributions from Net Realized Gain |
| | (0.00 | )(2) | (0.26 | ) | | |||||||||||||
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|
|
|
|
|
|
|
|||||||||||
Total Distributions |
(0.44 | ) | (0.31 | ) | (0.20 | ) | (0.44 | ) | (0.24 | ) | ||||||||||
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|
|||||||||||
Net Asset Value per Share, End of year |
$ | 9.65 | $ | 9.08 | $ | 9.39 | $ | 11.56 | $ | 11.98 | ||||||||||
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|
|
|
|||||||||||
Total Return |
11.15 | % | (0.29 | %) | (17.10 | %) | 0.19 | % | 7.14 | % | ||||||||||
Ratios/Supplemental Data: |
||||||||||||||||||||
Net Assets, End of year (in thousands) |
$ | 619,344 | $ | 689,215 | $ | 911,213 | $ | 1,471,072 | $ | 1,344,787 | ||||||||||
Ratio of Expenses to Average Net Assets: |
||||||||||||||||||||
Before Expense Reimbursement |
0.52 | % | 0.50 | % | 0.53 | % | 0.51 | % | 0.51 | % | ||||||||||
After Expense Reimbursement |
0.49 | % | 0.49 | % | 0.49 | % | 0.49 | % | 0.49 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
3.92 | % | 3.69 | % | 1.90 | % | 0.94 | % | 1.66 | % | ||||||||||
Portfolio Turnover Rate |
453.67 | % | 442.34 | % | 473.72 | % | 469.87 | % | 371.22 | % |
(1) | Computed using average shares outstanding throughout the period. |
(2) | Amount rounds to less than $0.01 per share. |
68
Financial Highlights
TCW Securitized Bond Fund
Class I
Year Ended October 31, | ||||||||||||||||||||
2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||
Net Asset Value per Share, Beginning of year |
$ | 7.39 | $ | 7.96 | $ | 10.14 | $ | 10.46 | $ | 10.07 | ||||||||||
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|
|
|
|
|
|
|
|
|||||||||||
Income (Loss) from Investment Operations: |
||||||||||||||||||||
Net Investment Income(1) |
0.37 | 0.43 | 0.33 | 0.21 | 0.26 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.60 | (0.53 | ) | (2.28 | ) | (0.25 | ) | 0.44 | ||||||||||||
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|
|
|
|
|
|
|
|
|
|||||||||||
Total from Investment Operations |
0.97 | (0.10 | ) | (1.95 | ) | (0.04 | ) | 0.70 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less Distributions: |
||||||||||||||||||||
Distributions from Net Investment Income |
(0.51 | ) | (0.47 | ) | (0.23 | ) | (0.20 | ) | (0.31 | ) | ||||||||||
Distributions from Return of Capital |
| | | (0.01 | ) | | ||||||||||||||
Distributions from Net Realized Gain |
| | | (0.07 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Distributions |
(0.51 | ) | (0.47 | ) | (0.23 | ) | (0.28 | ) | (0.31 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Asset Value per Share, End of year |
$ | 7.85 | $ | 7.39 | $ | 7.96 | $ | 10.14 | $ | 10.46 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Return |
13.32 | % | (1.51 | %) | (19.58 | %) | (0.40 | %) | 7.08 | % | ||||||||||
Ratios/Supplemental Data: |
||||||||||||||||||||
Net Assets, End of year (in thousands) |
$ | 1,576,958 | $ | 2,149,490 | $ | 2,595,866 | $ | 4,264,583 | $ | 5,737,736 | ||||||||||
Ratio of Expenses to Average Net Assets: |
||||||||||||||||||||
Before Expense Reimbursement |
0.54 | % | 0.50 | % | 0.55 | % | 0.52 | % | 0.55 | % | ||||||||||
After Expense Reimbursement |
0.49 | % | 0.49 | % | 0.49 | % | 0.49 | % | 0.49 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
4.69 | % | 5.28 | % | 3.59 | % | 2.07 | % | 2.50 | % | ||||||||||
Portfolio Turnover Rate |
327.85 | % | 303.12 | % | 386.85 | % | 493.39 | % | 269.04 | % |
(1) | Computed using average shares outstanding throughout the period. |
69
Financial Highlights
TCW Emerging Markets Income Fund
Class I
Year Ended October 31, | ||||||||||||||||||||
2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||
Net Asset Value per Share, Beginning of year |
$ | 5.84 | $ | 5.67 | $ | 7.87 | $ | 7.93 | $ | 8.33 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (Loss) from Investment Operations: |
||||||||||||||||||||
Net Investment Income(1) |
0.50 | 0.41 | 0.33 | 0.35 | 0.39 | |||||||||||||||
Net Realized and Unrealized Gain (Loss) on Investments |
0.61 | 0.09 | (2.22 | ) | (0.02 | ) | (0.46 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total from Investment Operations |
1.11 | 0.50 | (1.89 | ) | 0.33 | (0.07 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Less Distributions: |
||||||||||||||||||||
Distributions from Net Investment Income |
(0.36 | ) | (0.33 | ) | (0.28 | ) | (0.37 | ) | (0.33 | ) | ||||||||||
Distributions from Return of Capital |
| | (0.03 | ) | (0.02 | ) | | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Distributions |
(0.36 | ) | (0.33 | ) | (0.31 | ) | (0.39 | ) | (0.33 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Asset Value per Share, End of year |
$ | 6.59 | $ | 5.84 | $ | 5.67 | $ | 7.87 | $ | 7.93 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Return |
19.27 | % | 8.72 | % | (24.47 | %) | 4.04 | % | (0.69 | %) | ||||||||||
Ratios/Supplemental Data: |
||||||||||||||||||||
Net Assets, End of year (in thousands) |
$ | 2,143,263 | $ | 2,097,432 | $ | 2,500,689 | $ | 4,720,489 | $ | 5,877,348 | ||||||||||
Ratio of Expenses to Average Net Assets: |
||||||||||||||||||||
Before Expense Reimbursement |
0.87 | % | 0.85 | % | 0.90 | % | 0.85 | % | 0.85 | % | ||||||||||
After Expense Reimbursement |
0.85 | % | 0.82 | % | 0.85 | % | N/A | N/A | ||||||||||||
Ratio of Net Investment Income to Average Net Assets |
7.82 | % | 6.80 | % | 4.79 | % | 4.23 | % | 4.95 | % | ||||||||||
Portfolio Turnover Rate |
106.48 | % | 152.31 | % | 119.10 | % | 150.31 | % | 135.46 | % |
(1) | Computed using average shares outstanding throughout the period. |
70
Definitions of select terms used in this Prospectus are listed below:
American Depositary Receipts (ADRs) Receipts, typically issued by a U.S. bank or trust company, evidencing ownership of the underlying securities issued by a foreign corporation. ADRs are denominated in U.S. dollars and are publicly traded on exchanges or over-the-counter markets in the U.S.
Annualize To convert to an annual basis. The expression of a rate of return over periods other than one year converted to annual terms. For example, a cumulative return of 21% over two years would convert into an annualized return of 10% per annum, even though each annual return may have looked nothing like 10%. For example, if an investment earned -2% in year one and 23.5% in year two, the compound annual return would be 10%.
Benchmark Any basis of measurement, such as an index, that is used by an investment manager as a yardstick to assess the performance of a portfolio. For example, the S&P 500® Index is a commonly used benchmark for U.S. large-cap equity portfolios.
Credit Default Swap An agreement which allows the transfer of third party credit risk from one party to the other. One party in the swap is often a lender who faces credit risk from a third party borrower, and the counterparty in the credit default swap agrees to insure this risk in exchange for regular periodic payments (essentially an insurance premium). If the third party defaults, the party providing insurance will have to purchase from the insured party the defaulted asset at its full notional value or par value (principal plus remaining interest).
Credit-Linked Note A type of structured note that contains an embedded credit default swap, which allows the issuer to transfer specific credit risks to buyers of the security in exchange for the issuers promise to make principal and interest payments. This allows the issuer to hedge its own risk with respect to a reference asset such as a default, credit spread or ratings change. In exchange for a right to interest and/or principal payments, the buyer of a credit-linked note agrees to assume exposure to the underlying reference asset to the buyers investment.
Distribution and/or Service (12b-1) Fees Fees assessed to shareholders for shareholder servicing, marketing and distribution expenses for a fund.
Dividends A distribution of corporate earnings to shareholders.
European Depositary Receipts (EDRs) Receipts for shares in a Europe-based corporation traded in capital markets around the world. While ADRs permit foreign corporations to offer shares to American citizens, EDRs allow companies in Europe to offer shares in many markets around the world.
Duration A weighted-average term-to-maturity of a bonds cash flows, the weights being the present value of each cash flow as a percentage of the bonds full price. Duration is often used to measure the potential volatility of a bonds price; bonds with longer durations are more sensitive to changes in interest rates, making them more volatile than bonds with shorter durations. Bonds with uncertain payment schedules, such as mortgage-backed securities, which can be prepaid, have durations which may vary or lengthen in certain interest rate environments making their market values more volatile than when acquired.
Exchange-Traded Funds (ETFs) ETFs are typically open-end investment companies whose shares are listed for trading on a national securities exchange.
Exchange-Traded Notes (ETNs) ETNs are senior, unsecured, unsubordinated debt securities issued by banks or other financial institutions. Each ETN has a maturity date and is backed only by the credit of the issuer. The returns of ETNs are linked to the performance of a market benchmark or strategy, less investor fees. The issuer of an ETN typically makes interest payments and a principal payment at maturity that is linked to the price movement of a market benchmark or strategy.
Expense Ratio Expressed as a percentage provides an investor the total cost for fund operating expenses and management fees.
Forward Contract A specific form of counterparty agreement under which a commodity or financial instrument is bought or sold at a certain price agreed on today (date of contract), but is to be delivered on a stated future (forward) date in settlement of the agreement. If the value of the underlying commodity or financial instrument changes, the value of the forward contract becomes positive or negative depending on the position held.
71
Futures A standardized, transferable, exchange-traded contract that requires delivery of a security, commodity, bond, currency or stock index, at a specified price, on a specified future date. Futures represent a pledge to make a certain transaction at a future date and are usually cash settled before the close out date by a party to the contract.
Global Depositary Receipts (GDRs) Receipts for shares in a foreign based corporation traded in capital markets around the world. While ADRs permit foreign corporations to offer shares to American citizens, GDRs allow companies in Asia, Europe, the United Stated and Latin America to offer shares in many markets around the world.
Growth Companies Companies that have exhibited faster-than-average gains in earnings over the last few years and are expected to continue to show a high level of profit growth. Growth companies are generally riskier investments than average companies, however, since they usually have higher price-to-earnings ratios and make little or no dividend payments to shareholders.
Indian Depositary Receipts (IDRs) Receipts for shares in an India-based corporation traded in capital markets around the world. While ADRs permit foreign corporations to offer shares to American citizens, IDRs allow companies in India to offer shares in many markets around the world.
Interest Cost of using money, expressed as a rate per period of time, usually one year, in which case it is called an annual rate of interest.
Interest Rate Swap A specific form of counterparty agreement where one stream of future interest payments is exchanged for another based on a specified principal or notional amount. Interest rate swaps often exchange a fixed payment for a floating payment that is linked to an interest rate (SOFR or other alternative reference rates). Interest rate swaps are used to limit or manage exposure to interest rate fluctuations.
Intrinsic Value A companys long-term value. The valuation is determined by applying data inputs to a valuation theory or model.
Junk Bonds Junk bonds or high yield bonds are bonds that are rated below BBB by S&P Global Ratings or below Baa by Moodys Investors Service, Inc. These bonds typically pay a higher yield to compensate for the greater credit risk.
Maturity The date at which a debt instrument is due and payable.
Money Market Instruments High quality, short term debt instruments. A money market instrument typically matures in 397 days or less.
Options An owner of a call (put) option has the right (but not the obligation) to purchase (sell) the underlying security at a specified price, and this right lasts until a specified date. The writer of a call (put) option has the obligation to sell (purchase) the underlying security at a specified price, until a specified date.
Price-to-Earnings (P/E) Ratio A stocks market price divided by its current or estimated future earnings per share. A fundamental measure of the attractiveness of a particular security versus all other securities as determined by the investing public. The higher the P/E, the more investors are paying, and therefore the more earnings growth they are expecting. The lower the ratio relative to the average of the stock market, the lower the (markets) profit growth expectations.
Price-to-Book (P/B) Ratio The weighted average of the price-to-book ratios of all the stocks in a funds portfolio. Generally, a high P/B ratio indicates the price of the stock exceeds the actual worth of the companys assets, while a low P/B ratio indicates the stock is relatively cheap.
Principal Face amount of a debt instrument on which interest is either owed or earned.
Real Estate Investment Trust (REIT) A REIT is a pooled investment vehicle that invests primarily in income-producing real estate or real estate loans or interests. REITs are not taxed on income distributed to shareholders, provided they comply with the requirements of the Internal Revenue Code of 1986, as amended.
SOFR Secured Overnight Financing Rate.
Tiered Index Bond Typically a mortgage-backed security that maintains a fixed coupon, provided that a reference rate (SOFR or other alternative reference rates) remains below a stated strike level. In the event the reference rate rises above the strike level, the security behaves like an inverse floater security.
72
Total Return Return on an investment including both appreciation (depreciation) and interest or dividends.
Total Return Swap A specific form of counterparty agreement in which one party makes payments based on a set rate, either fixed or variable, and the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains. In total return swaps, the underlying asset, referred to as the reference asset, is usually an equity index, loans or bonds. This asset is owned by the party receiving the set rate payment. Total return swaps allow the party receiving the total return to gain exposure and benefit from a referenced asset without actually having to own it.
Turnover Statistical ratio measuring the amount of transactions within a portfolio over a given time period.
Value Companies Value companies are companies that appear underpriced according to certain financial measurements of their intrinsic worth or business prospects (such as price-to-earnings or price-to-book ratios).
Weighted Average Duration The average duration of securities in an investment portfolio weighted by market value.
Yield Curve A visual representation of the term structure of interest rates by plotting the yields of all bonds of the same quality within maturities ranging from the shortest to the longest available. It shows the relationship between bond yields and maturity lengths. A normal or positive yield curve signifies higher interest rates for long-term investment, while a negative or downward curve indicates higher short-term rates.
73
TCW Funds, Inc.
515 South Flower Street
Los Angeles, California 90071
800 FUND TCW
(800 386 3829)
www.TCW.com
More information on each Fund is available, free of charge, upon request by calling 800 FUND TCW (800 386 3829), or on the Internet at www.TCW.com, including the following:
Annual/Semi-Annual Report and Form N-CSR
Additional information about each Funds investments is in the Funds annual and semi-annual reports to shareholders and Form N-CSR. In the Funds annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Funds performance during its last fiscal year. In Form N-CSR, you will find each Funds annual and semi-annual financial statements.
Statement of Additional Information (SAI)
The SAI provides more details about each Fund and its policies. A current SAI is on file with the SEC, is incorporated by reference, and is legally considered part of this Prospectus.
Shareholder Account Information
For additional information, such as transaction and account inquiries:
Call 800 248 4486, or send your request to:
TCW Funds, Inc. c/o U.S. Bank Global Fund Services
P.O. Box 701
Milwaukee, WI 53201-0701
You can obtain copies of reports and other information about the Funds (including the SAI, each Funds annual and semi-annual reports to shareholders, and other information such as each Funds financial statements) on the EDGAR Database on the SECs website at www.sec.gov or by electronic request to publicinfo@sec.gov. A fee will be charged for making copies.
SEC File Number 811-7170
SUBJECT TO COMPLETION, DATED June 25, 2025
THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED
TCW FUNDS, INC.
515 South Flower Street
Los Angeles, California 90071
800 FUND TCW
[ ],
2025
Statement of Additional Information
U.S. EQUITY FUNDS
TCW Concentrated Large Cap Growth Fund
(Formerly, TCW Select Equities Fund)
(Class I: TGCEX; Class I-3: [ ]; Class N: TGCNX)
TCW Relative Value Large Cap Fund
(Class I: TGDIX; Class I-3: [ ]; Class N: TGDVX)
U.S. FIXED INCOME FUNDS
TCW Core Fixed Income Fund
(Class I: TGCFX; Class I-3: [ ]; Class N: TGFNX; Plan Class: TGCPX)
TCW Securitized Bond Fund (formerly, TCW Total Return Bond Fund)
(Class I: TGLMX; Class I-3: [ ]; Class N: TGMNX; Plan Class: TGLSX)
INTERNATIONAL FUNDS
TCW Emerging Markets Income Fund
(Class I: TGEIX; Class I-3: [ ]; Class N: TGINX; Plan Class: TGEPX)
TCW White Oak Emerging Markets Equity Fund
(Class I: TWOEX; Class I-3: [ ]; Class N: TWEMX)
This Statement of Additional Information is not a prospectus but contains information in addition to, and more detailed than, that set forth in the Prospectus, dated the same date, which describes each of the separate investment series (each, a Fund and collectively, the Funds), of TCW Funds, Inc. (the Corporation), except for the TCW Emerging Markets Local Currency Income Fund, TCW Relative Value Mid Cap Fund, TCW Conservative Allocation Fund, TCW Global Bond Fund and TCW Global Real Estate Fund. This Statement of Additional Information should be read in conjunction with the Funds Prospectus. A Prospectus may be obtained without charge by writing to TCW Funds, Inc., Attention: Investor Relations Department, 515 South Flower Street, Los Angeles, California 90071 or by calling the Investor Relations Department at 800 FUND TCW (800 386 3829). This Statement of Additional Information, although not in itself a prospectus, is incorporated by reference into the Prospectus in its entirety. Each Funds (except for the TCW White Oak Emerging Markets Equity Fund) audited financial statements and the reports of the Funds independent registered public accounting firm are incorporated by reference herein from the Corporations Form N-CSR. Because the TCW White Oak Emerging Markets Equity Fund did not commence investment operations as of the fiscal year ended October 31, 2024, its audited financial statements are not yet available and are not incorporated by reference in this SAI.
TCW Funds, Inc. | 515 South Flower Street | Los Angeles, California 90071 | 800 FUND TCW (800 386 3829) | www.TCW.com
TABLE OF CONTENTS
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2
TCW Funds, Inc. (the Corporation) was incorporated as a Maryland corporation on September 15, 1992 and is registered with the U.S. Securities and Exchange Commission (SEC) as an open-end, management investment company. The Corporation has acknowledged that the name TCW is owned by The TCW Group, Inc. (TCW), the parent of TCW Investment Management Company LLC (the Advisor). The Corporation has agreed to change its name and the name of its series at the request of TCW if any advisory agreement into which TCW or any of its affiliates and the Corporation may enter is terminated.
The Corporation currently consists of 11 series, including the 6 series included in this Statement of Additional Information (each, a Fund, and collectively, the Funds) and the TCW Emerging Markets Local Currency Income Fund, TCW Relative Value Mid Cap Fund, TCW Conservative Allocation Fund, TCW Global Bond Fund and TCW Global Real Estate Fund, each of which has separate assets and liabilities. The TCW Emerging Markets Local Currency Income Fund, TCW Relative Value Mid Cap Fund, TCW Conservative Allocation Fund, TCW Global Bond Fund and TCW Global Real Estate Fund are not part of this Statement of Additional Information. Each Fund offers three classes of shares: Class I shares, Class I-3 shares, and Class N shares, except for the TCW Core Fixed Income Fund, TCW Securitized Bond Fund, and TCW Emerging Markets Income Fund, which also offer Plan Class shares.
Each Fund is classified as a diversified fund under the Investment Company Act of 1940, as amended (1940 Act). A fund is diversified under the 1940 Act if, with respect to 75% of the funds total assets, the fund may not invest in securities of any issuer if, immediately after such investment, (i) more than 5% of the total assets of the fund (taken at current value) would be invested in the securities of that issuer or (ii) more than 10% of the outstanding voting securities of the issuer would be held by the fund (this limitation does not apply to investments in U.S. government securities or securities of other investment companies). A fund is not subject to this limitation with respect to the remaining 25% of its total assets. A fund that is considered non-diversified under the 1940 Act will, however, remain subject to a diversification requirement under applicable tax laws that is less strict than under the 1940 Act.
Shares of any Fund may be exchanged for shares of the Fidelity Prime Money Market Portfolio, which is an unaffiliated, separately managed money market mutual fund, and shares of the Fidelity Prime Money Market Portfolio may be exchanged for shares of any Fund. For information concerning the Fidelity Prime Money Market Portfolio, please refer to the prospectus for the Fidelity Prime Money Market Portfolio, a copy of which may be obtained by calling (800) 386-3829.
The Funds may, but are not required to, utilize, among others, one or more of the strategies or securities, as summarized in the tables below, which supplement the principal investment strategies of the Funds described in the Prospectus. The Funds may also invest in other instruments (including derivative investments) or use other investment strategies that are developed or become available in the future and that are consistent with their objectives and restrictions.
The Advisor currently claims an exclusion from the definition of the term commodity pool operator (CPO) under the Commodity Exchange Act of 1936, as amended (the CEA), and, therefore, is not subject to registration or regulation as a CPO under the CEA in respect of the TCW Core Fixed Income Fund, TCW Emerging Markets Income Fund, and TCW Securitized Bond Fund. As of the date of this Statement of Additional Information (this SAI), the Advisor does not expect to register as a CPO of these Funds. However, there is no certainty that these Funds or the Advisor will be able to rely on the exclusion in the future as the Funds investments change over time. In order to be eligible to rely on the exclusion, any of these Funds may enter into futures, options, forwards, and swaps that do not constitute bona fide hedging only if, immediately thereafter, (i) the aggregate initial margin and premiums required to establish such positions will not exceed 5% of the Funds liquidation value, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into, and provided that in the case of an option that is in-the-money (the exercise price of the call (put) option is less (more) than the market price of the underlying security) at the time of purchase, the in-the-money amount may be excluded in computing such 5%; or (ii) the aggregate net notional value of such positions, determined at the time the most recent position was established, does not exceed 100% of the Funds liquidation value, after taking into account unrealized profits and unrealized losses on any such positions it has entered into.
Each investment process incorporates an assessment of a broad range of existing and emergent material factors to promote well-informed investment choices. Such factors include, but are not limited to, the evaluation of investor rights, management independence, product safety, disaster risk, supply chain resilience, environmental and climate risk hazards, and labor relations. Each Funds management team uses a combination of proprietary research, third-party data, and engagement with companies, issuers, countries, industry standard setters, and others to assess the relevance and materiality of these factors to an investments performance. (All these sources may not be used in every instance.) Evaluating financially material factors such as these as part of the investment analysis (alongside traditional financial metrics) informs investment decision-making with the goal of improving risk-adjusted returns, consistent with our investment objectives.
3
U.S. Equity Funds | ||||
TCW |
TCW | |||
Borrowing |
✓ | ✓ | ||
Convertible Securities |
✓ | ✓ | ||
Derivatives |
||||
Forward Currency Transaction |
✓ | ✓ | ||
Futures Contracts |
✓ | ✓ | ||
Options |
✓ | ✓ | ||
Options on Foreign Currencies |
✓ | ✓ | ||
Options on Futures Contracts |
✓ | ✓ | ||
Swap Agreements |
||||
Illiquid Securities |
✓ | ✓ | ||
Investments in Other Investment Company Securities |
✓ | ✓ | ||
Lending of Portfolio Securities |
✓ | ✓ | ||
Money Market Instruments |
✓ | ✓ | ||
Preferred Stock |
✓ | ✓ | ||
Repurchase Agreements |
✓ | ✓ | ||
Restricted Securities |
✓ | ✓ | ||
Reverse Repurchase Agreements |
||||
Short Sales |
✓ | ✓ | ||
Short Sales Against the Box |
✓ | ✓ | ||
Sovereign Debt Obligations and Emerging Market Countries |
✓ | ✓ | ||
Warrants |
✓ | ✓ | ||
When, As and If Issued Securities |
✓ | ✓ | ||
When-Issued and Delayed Delivery Securities and Forward Commitments |
✓ | ✓ |
U.S. Fixed Income Funds | ||||
TCW Core |
TCW | |||
Asset-Backed Securities |
✓ | ✓ | ||
Borrowing |
✓ | ✓ | ||
Collateralized Mortgage Obligations and Multiclass Pass-Through Securities |
✓ | ✓ | ||
Convertible Securities |
✓ | ✓ | ||
Credit Linked Notes |
✓ | ✓ | ||
Derivatives |
||||
Forward Currency Transaction |
✓ | ✓ | ||
Futures Contracts |
✓ | ✓ | ||
Options |
✓ | ✓ | ||
Options on Foreign Currencies |
✓ | ✓ | ||
Options on Futures Contracts |
✓ | ✓ | ||
Swap Agreements |
✓ | ✓ | ||
Distressed and Defaulted Securities |
✓ | ✓ | ||
Government Mortgage Pass-Through Securities |
✓ | ✓ | ||
Illiquid Securities |
✓ | ✓ | ||
Inflation-Indexed Bonds |
✓ | ✓ | ||
Inverse Floaters |
✓ | ✓ | ||
Investments in Other Investment Company Securities |
✓ | ✓ | ||
Lending of Portfolio Securities |
✓ | ✓ | ||
Loan Participation and Assignments |
✓ | ✓ | ||
Money Market Instruments |
✓ | ✓ | ||
Mortgage-Backed Securities |
✓ | ✓ | ||
Mortgage Dollar Rolls |
✓ | ✓ | ||
Preferred Stock |
✓ | ✓ | ||
Private Mortgage Pass-Through Securities |
✓ | ✓ | ||
Repurchase Agreements |
✓ | ✓ | ||
Restricted Securities |
✓ | ✓ | ||
Reverse Repurchase Agreements |
✓ | ✓ | ||
Short Sales |
✓ | ✓ | ||
Short Sales Against the Box |
✓ | ✓ | ||
Sovereign Debt Obligations and Emerging Market Countries |
✓ | ✓ | ||
Stripped Mortgage Securities |
✓ | ✓ | ||
Structured Notes |
✓ | ✓ | ||
Warrants |
✓ | ✓ | ||
When, As and If Issued Securities |
✓ | ✓ | ||
When-Issued and Delayed Delivery Securities and Forward Commitments |
✓ | ✓ |
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International Funds | ||||
TCW Emerging |
TCW White Oak | |||
Asset-Backed Securities |
✓ | |||
Borrowing |
✓ | ✓ | ||
Convertible Securities |
✓ | ✓ | ||
Credit Linked Notes |
✓ | |||
Derivatives |
||||
Forward Currency Transaction |
✓ | |||
Futures Contracts |
✓ | ✓ | ||
Options |
✓ | ✓ | ||
Options on Foreign Currencies |
✓ | ✓ | ||
Options on Futures Contracts |
✓ | ✓ | ||
Swap Agreements |
✓ | ✓ | ||
Distressed and Defaulted Securities |
✓ | |||
Illiquid Securities |
✓ | ✓ | ||
Inflation-Indexed Bonds |
✓ | |||
Investments in Other Investment Company Securities |
✓ | ✓ | ||
Lending of Portfolio Securities |
✓ | ✓ | ||
Money Market Instruments |
✓ | ✓ | ||
Mortgage-Backed Securities |
✓ | |||
Preferred Stock |
✓ | ✓ | ||
Repurchase Agreements |
✓ | ✓ | ||
Restricted Securities |
✓ | ✓ | ||
Reverse Repurchase Agreements |
✓ | |||
Short Sales |
✓ | ✓ | ||
Short Sales Against the Box |
✓ | ✓ | ||
Sovereign Debt Obligations and Emerging Market Countries |
✓ | ✓ | ||
Structured Notes |
✓ | |||
Warrants |
✓ | ✓ | ||
When, As and If Issued Securities |
✓ | ✓ | ||
When-Issued and Delayed Delivery Securities and Forward Commitments |
✓ | ✓ |
Asset-Backed Securities. Asset-backed securities are securities issued by trusts and special purpose corporations with principal and interest pay-outs backed by, or supported by, any of various types of assets. These assets typically include receivables related to the purchase of automobiles, credit card loans, and home equity loans. These securities generally take the form of a structured type of security, including pass-through, pay-through, and stripped interest pay-out structures similar to the collateralized mortgage obligation (CMO) structure. Investments in these and other types of asset-backed securities must be consistent with the investment objective and policies of a Fund.
Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties and use similar credit enhancement techniques. The cash flow generated by the underlying assets is applied to make required payments on the securities and to pay related administrative expenses. The amount of residual cash flow resulting from a particular issue of asset-backed securities depends on, among other things, the characteristics of the underlying assets, the coupon rates on the securities, prevailing interest rates, the amount of administrative expenses and the actual prepayment experience on the underlying assets.
Borrowing. Except as described below, a Fund may borrow money to the extent permitted under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time. This means that, in general, a Fund may borrow money from banks for any purpose in an amount up to 1/3 of the Funds net assets. A Fund also may borrow money for temporary administrative purposes in an amount not to exceed 5% of the Funds total assets.
Specifically, provisions of the 1940 Act require a Fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowing not in excess of 5% of the Funds total assets made for temporary administrative purposes. Any borrowings for temporary administrative purposes in excess of 5% of the Funds total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, the Fund may be required to sell some of its portfolio holdings within three days to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
5
Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a Funds portfolio. Money borrowed will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased. A Fund also may be required to maintain minimum average balances in connection with such borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
Collateralized Mortgage Obligations and Multiclass Pass-Through Securities. CMOs are debt obligations collateralized by mortgage loans or mortgage pass-through securities. Typically, CMOs are collateralized by Government National Mortgage Association (GNMA), Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC) certificates, but also may be collateralized by whole loans or private mortgage pass-through securities (such collateral is collectively hereinafter referred to as Mortgage Assets). Multiclass pass-through securities are equity interests in a trust composed of Mortgage Assets. Payments of principal of and interest on the Mortgage Assets, and any reinvestment income thereon, provide the funds to pay debt service on the CMOs or make scheduled distributions on the multiclass pass-through securities. CMOs may be issued by Federal Agencies, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. The issuer of a series of CMOs may elect to be treated as a Real Estate Mortgage Investment Conduit (REMIC). REMICs include governmental and/or private entities that issue a fixed pool of mortgages secured by an interest in real property. REMICs are similar to CMOs in that they issue multiple classes of securities, but unlike CMOs, which are required to be structured as debt securities, REMICs may be structured as indirect ownership interests in the underlying assets of the REMICs themselves. However, there are no effects on a Fund whether or not the CMOs in which the Fund invests are issued by entities that have elected to be treated as REMICs, and all future references to CMOs shall also be deemed to include REMIC.
In a CMO, a series of bonds or certificates is issued in multiple classes. Each class of CMOs, often referred to as a tranche, is issued at a specific fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates. Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly or semiannual basis. Certain CMOs may have variable or floating interest rates and others may be stripped mortgage securities (as described below).
The principal of and interest on the Mortgage Assets may be allocated among the several classes of a CMO series in a number of different ways. Generally, the purpose of the allocation of the cash flow of a CMO to the various classes is to obtain a more predictable cash flow to certain of the individual tranches than exists with the underlying collateral of the CMO. As a general rule, the more predictable the cash flow is on a CMO tranche, the lower the anticipated yield will be on that tranche at the time of issuance relative to prevailing market yields on other mortgage-backed securities. As part of the process of creating more predictable cash flows on most of the tranches in a series of CMOs, one or more tranches generally must be created that absorb most of the volatility in the cash flows on the underlying mortgage loans. The yields on these tranches are generally higher than prevailing market yields on mortgage-backed securities with similar maturities. As a result of the uncertainty of the cash flows of these tranches, the market prices of and yield on these tranches generally are more volatile. The Funds will not invest in CMO and REMIC residuals.
Convertible Securities. Convertible securities include bonds, debentures, notes, preferred stock or other securities that may be converted into or exchanged for common stock or other equity securities of the same or a different issuer. Convertible securities provide a conversion right for a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible debt securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers. Therefore, they generally entail less risk than the issuers common stock, although the extent to which such risk is reduced depends in large measure upon the proximity of its price to its value as a nonconvertible fixed income security.
The value of a convertible security is a function of its investment value (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege), and its conversion value (the securitys worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible securitys investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. In addition, a convertible security generally will sell at a premium over its conversion value determined by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security.
6
Credit Linked Notes. A credit-linked note (CLN) is a security structured and issued by an issuer, which may be a bank, broker or special purpose vehicle. If a CLN is issued by a special purpose vehicle, the special purpose vehicle will typically be collateralized by AAA-rated securities. The performance and payment of principal and interest are tied to a reference obligation, which may be a particular security, basket of securities, a credit default swap, basket of credit default swaps or an index. The referenced obligation may be denominated in foreign currency. Risks of CLNs include those risks associated with the underlying reference obligation, including, but not limited to, market risk, interest rate risk, credit risk, default risk and foreign currency risk. In the case of a CLN created with credit default swaps, the structure will be funded such that the par amount of the security will represent the maximum loss that could be incurred on the investment and no leverage will be introduced. An investor of a CLN bears counterparty risk or the risk that the CLN issuer will default or become bankrupt and not make timely payment of principal and interest of the structured security.
Derivatives.
Forward Currency Transactions. A foreign currency forward contract involves an obligation to purchase or sell a specific currency at an agreed future date, at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between currency traders. A Fund may enter into foreign currency forward contracts in order to protect against the risk that the U.S. dollar value of the Funds dividends, interest and net realized capital gains in local currency will decline to the extent of any devaluation of the currency during the intervals between (a) the time (i) the Fund becomes entitled to receive or receives dividends, interest and realized gains or (ii) an investor gives notice of a requested redemption of a certain amount and (b) the time such amount(s) are converted into U.S. dollars for remittance out of the particular country or countries.
At the maturity of a forward contract, a Fund may either accept or make delivery of the currency specified in the contract or, prior to maturity, enter into a closing purchase transaction involving the purchase or sale of an offsetting contract. Closing purchase transactions with respect to forward contracts are usually effected with the currency trader who is a party to the original forward contract.
The cost to a Fund of engaging in forward currency transactions may vary with factors such as the length of the contract period and the market conditions then prevailing. Because forward currency transactions are usually conducted on a principal basis, no fees or commissions are involved, although the price charged in the transaction includes a dealers markup. The use of forward currency contracts does not eliminate fluctuations in the underlying prices of the securities, but it does establish a rate of exchange that can be achieved in the future. In addition, although forward currency contracts limit the risk of loss due to a devaluation of the foreign currency in relation to the U.S. dollar, they also limit any potential gain if that foreign currency appreciates with respect to the U.S. dollar.
In engaging in forward currency transactions, a Fund will comply with the limitations of the derivatives risk management program adopted with respect to the Fund (and the Corporation) under the Derivatives Rule (as explained under Derivatives Risk).
Futures Contracts. A Fund may purchase and sell futures contracts, including interest rate, currency, stock and index futures contracts. Subject to certain limitations, a Fund may enter into futures contracts to attempt to protect against possible changes in the market value of securities held in or to be purchased by the Fund resulting from interest rate or market fluctuations, to protect the Funds unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities for investment purposes, to manage its effective maturity or duration, or to establish a position in the derivatives markets as a temporary substitute for purchasing or selling particular securities.
In connection with the purchase or sale of futures contracts, a Fund will comply with the limitations of the derivatives risk management program adopted with respect to the Fund (and the Corporation) under the Derivatives Rule (as explained under Derivatives Risk).
A Fund may purchase or sell interest rate futures for the purpose of hedging some or all of the value of its portfolio securities against changes in prevailing interest rates or to manage its duration or effective maturity. If the Advisor anticipates that interest rates may rise and, concomitantly, the price of certain of its portfolio securities may fall, the Fund may sell futures contracts. If declining interest rates are anticipated, the Fund may purchase futures contracts to protect against a potential increase in the price of securities the Fund intends to purchase. Subsequently, appropriate securities may be purchased by the Fund in an orderly fashion; as securities are purchased, corresponding futures positions would be terminated by offsetting sales of contracts. A Fund may purchase or sell futures on various currencies in which its portfolio securities are denominated for the purpose of hedging against anticipated changes in currency exchange rates. A Fund will enter into currency futures contracts to lock in the value of a security purchased or sold in a given currency vis-a-vis a different currency or to hedge against an adverse currency exchange rate movement of a portfolio securitys denominated currency vis-a-vis a different currency. Foreign currency futures contracts would be entered into for the same reason and
7
under the same circumstances as foreign currency forward contracts. The Advisor will assess such factors as cost spreads, liquidity and transaction costs in determining whether to utilize futures contracts or forward contracts in its foreign currency transactions and hedging strategy.
Initial margin in futures transactions is different from margin in securities transactions in that initial margin does not involve the borrowing of funds by a brokers client but is, rather, a good faith deposit on the futures contract which will be returned to a Fund upon the proper termination of the futures contract. Initial margin requirements are established by the exchanges on which futures contracts trade and may, from time to time, change. In addition, brokers may establish margin deposit requirements in excess of those required by the exchanges.
All futures contracts are marked to market and settled daily. A Fund may be required to deposit cash or U.S. government securities, called variation margin, with the Funds futures commission merchant (FCM) to satisfy its losses due to price fluctuations in the futures contract. Conversely, a Fund may request that its FCM deliver any gains due to price fluctuations in the futures account to the Funds custodian.
At any time prior to expiration of a futures contract, a Fund may elect to close the position by taking an opposite position which will operate to terminate the Funds position in the futures contract. A final determination of any variation margin is then made, additional cash is required to be paid by or released to the Fund and the Fund realizes a loss or gain.
Although many futures contracts call for actual commitment or acceptance of securities, the contracts usually are closed out before the settlement date without making or taking delivery. A short futures position is usually closed out by purchasing futures contracts for the same aggregate amount of the underlying instruments and with the same delivery date. If the sale price exceeds the offsetting purchase price, the seller would be paid the difference and realize a gain. If the offsetting purchase price exceeds the sales price, the seller would pay the difference and would realize a loss. Similarly, a long futures position is usually closed out by effecting a futures contract sale for the same aggregate amount of the specific type of security (currency) and the same delivery date. If the offsetting sales price exceeds the purchase price, the purchaser would realize a gain, whereas if the purchase price exceeds the offsetting sale price, the purchaser would realize a loss. There is no assurance that a Fund will be able to enter into a closing transaction.
A Funds investments in foreign futures will depend on the laws and regulations of the appropriate foreign jurisdiction. None of the Commodity Futures Trading Commission (the CFTC), National Futures Association (NFA), SEC, or any domestic exchange regulates the trading activities in any foreign exchange or boards of trade or has the power to compel enforcement of the rules of those organizations or any applicable foreign law. As such, foreign futures transactions may not provide a Fund with the same amount of protection as available under U.S. securities and commodities laws.
Options. A Fund may purchase and write (sell) call and put options, including options listed on U.S. or foreign securities exchanges or written in over-the-counter transactions (OTC Options). A Fund may purchase and sell American or European style options. If an option is American style, it may be exercised on any day up to its expiration date. A European style option may be exercised only on its expiration date.
Exchange-listed options are issued by the Options Clearing Corporation (OCC) (in the U.S.) or other clearing corporation or exchange which assures that all transactions in such options are properly executed. OTC Options are purchased from or sold (written) to dealers or financial institutions which have entered into direct agreements with a Fund. With OTC Options, such variables as expiration date, exercise price and premium will be agreed upon between a Fund and the transacting dealer, without the intermediation of a third party such as the OCC. If the transacting dealer fails to make or take delivery of the securities or amount of foreign currency underlying an option it has written, in accordance with the terms of that option, a Fund would lose the premium paid for the option as well as any anticipated benefit of the transaction. Each Fund will engage in OTC Option transactions only with brokers or financial institutions deemed creditworthy by the Advisor.
As investment companies registered with the SEC, the Funds must comply with the SECs Derivatives Rule and the derivatives risk management program adopted by the Corporation (and the Funds) with respect to the use of derivatives such as options. See Derivatives Risk. Alternatively, a Fund may cover a written call option by holding the underlying security or purchasing an offsetting call option (see Covered Call Writing below). Similarly, a Fund may cover a written put option by selling the underlying security short at the strike price or purchasing an offsetting put option (see Covered Put Writing below).
Covered Call Writing. A Fund may write covered call options on securities, the U.S. dollar and foreign currencies. Generally, a call option is covered if a Fund owns, or has the right to acquire, without additional cash consideration (or for additional cash consideration held for the Fund by its custodian in a segregated account) the underlying security (currency) subject to the option, or otherwise segregates sufficient cash or other liquid assets to cover the outstanding position. A call option is also covered if a Fund holds a call on the same security as the underlying security (currency) of the written option, where the exercise price of the call used for coverage is equal to or less than the exercise price of the call written or greater than the exercise price of the call written if the marked to market difference is maintained by the Fund in cash or other liquid assets which the Fund has segregated for this purpose.
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The writer of an option receives from the purchaser, in return for a call it has written, a premium (i.e., the price of the option). Receipt of these premiums may better enable a Fund to earn a higher level of current income than it would earn from holding the underlying securities (currencies) alone. Moreover, the premium received will offset a portion of the potential loss incurred by the Fund if the securities (currencies) underlying the option are ultimately sold (exchanged) by the Fund at a loss. Furthermore, a premium received on a call written on a foreign currency will ameliorate any potential loss of value on the portfolio security due to a decline in the value of the currency.
However, during the option period, the covered call writer has, in return for the premium on the option, given up the opportunity for capital appreciation above the exercise price should the market price of the underlying security (or the exchange rate of the currency in which it is denominated) increase, but has retained the risk of loss should the price of the underlying security (or the exchange rate of the currency in which it is denominated) decline. The premium received will fluctuate with varying economic market conditions. If the market value of the portfolio securities (or the currencies in which they are denominated) upon which call options have been written increases, a Fund may receive a lower total return from the portion of its portfolio upon which calls have been written than it would have had such calls not been written.
With respect to listed options and certain OTC Options, during the option period, a Fund may be required, at any time, to deliver the underlying security (currency) against payment of the exercise price on any calls it has written (exercise of certain listed and OTC Options may be limited to specific expiration dates). This obligation is terminated upon the expiration of the option period or at such earlier time when the writer effects a closing purchase transaction. A closing purchase transaction is accomplished by purchasing an option of the same series as the option previously written. However, once the Fund has been assigned an exercise notice, the Fund will be unable to effect a closing purchase transaction.
Closing purchase transactions are ordinarily effected to realize a profit on an outstanding call option, to prevent an underlying security (currency) from being called, to permit the sale of an underlying security (or the exchange of the underlying currency) or to enable a Fund to write another call option on the underlying security (currency) with either a different exercise price or expiration date or both. A Fund may realize a net gain or loss from a closing purchase transaction depending upon whether the amount of the premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase transaction may be wholly or partially offset by unrealized appreciation in the market value of the underlying security (currency). Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part or exceeded by a decline in the market value of the underlying security (currency).
If a call option expires unexercised, a Fund realizes a gain in the amount of the premium on the option less the commission paid. Such a gain, however, may be offset by depreciation in the market value of the underlying security (currency) during the option period. If a call option is exercised, a Fund realizes a gain or loss from the sale of the underlying security (currency) equal to the difference between the purchase price of the underlying security (currency) and the proceeds of the sale of the security (currency) plus the premium received on the option less the commission paid.
Covered Put Writing. A Fund may write covered put options. As a writer of a covered put option, a Fund incurs an obligation to buy the security underlying the option from the purchaser of the put option, at the options exercise price at any time during the option period, at the purchasers election (certain listed and OTC put options written by a Fund will be exercisable by the purchaser only on a specific date). A put option is covered if, at all times during the option period, a Fund maintains, in a segregated account, cash or other liquid assets in an amount equal to at least the exercise price of the option. Similarly, a short put position could be covered by a Fund by its purchase of a put option on the same security (currency) as the underlying security of the written option, where the exercise price of the purchased option is equal to or more than the exercise price of the put written or less than the exercise price of the put written if the marked to market difference is maintained by the Fund in cash or other liquid assets which the Fund holds in a segregated account. In writing a put option, a Fund assumes the risk of loss should the market value of the underlying security (currency) decline below the exercise price of the put option (any loss being decreased by the receipt of the premium on the option written). In the case of listed options, during the option period, the Fund may be required, at any time, to make payment of the exercise price against delivery of the underlying security (currency). The operation of and limitations on covered put options in other respects are substantially identical to those of call options.
Purchasing Call and Put Options. A Fund may purchase a call option in order to close out a covered call position (see Covered Call Writing above), to protect against an increase in price of a security it anticipates purchasing or, in the case of a call option on foreign currency, to hedge against an adverse exchange rate move of the currency in which the security it anticipates purchasing is denominated vis-a-vis the currency in which the exercise price is denominated. A call option purchased to effect a closing transaction on a call written over-the-counter may be a listed or an OTC Option. In either case, the call option purchased is likely to be on the same securities (currencies) and have the same terms as the written call option. If purchased over-the-counter, the call option would generally be acquired from the dealer or financial institution which purchased the call option written by a Fund.
A Fund may purchase put options on securities or currencies that it holds in its portfolio to protect itself against a decline in the value of the security and to close out written put option positions. If the value of the underlying security or currency were to fall below the
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exercise price of the put option purchased in an amount greater than the premium paid for the put option, the Fund would incur no additional loss. In addition, a Fund may sell a put option which it has previously purchased prior to the sale of the securities (currencies) underlying such option. Such a sale would result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put option being sold. Such gain or loss could be offset in whole or in part by a change in the market value of the underlying security (currency). If a put option purchased by a Fund expired without being sold or exercised, the premium would be lost.
Options on Foreign Currencies. A Fund may purchase and write options on foreign currencies for purposes similar to those involved with investing in foreign currency forward contracts. For example, in order to protect against declines in the dollar value of portfolio securities which are denominated in a foreign currency, a Fund may purchase put options on an amount of such foreign currency equivalent to the current value of the portfolio securities involved. As a result, the Fund would be able to sell the foreign currency for a fixed amount of U.S. dollars, thereby locking in the dollar value of the portfolio securities (less the amount of the premiums paid for the options). Conversely, a Fund may purchase call options on foreign currencies in which securities it anticipates purchasing are denominated to secure a set U.S. dollar price for such securities and protect against a decline in the value of the U.S. dollar against such foreign currency. Each of the Funds may also purchase call and put options to close out written option positions.
A Fund may also write call options on foreign currency to protect against potential declines in its portfolio securities which are denominated in foreign currencies. If the U.S. dollar value of the portfolio securities falls as a result of a decline in the exchange rate between the foreign currency in which it is denominated and the U.S. dollar, then a loss to a Fund occasioned by such value decline would be ameliorated by receipt of the premium on the option sold. At the same time, however, the Fund gives up the benefit of any rise in value of the relevant portfolio securities above the exercise price of the option and, in fact, only receives a benefit from the writing of the option to the extent that the value of the portfolio securities falls below the price of the premium received. A Fund may also write options to close out long call option positions. A put option on a foreign currency would be written by a Fund for the same reason it would purchase a call option, namely, to hedge against an increase in the U.S. dollar value of a foreign security which the Fund anticipates purchasing. Here, the receipt of the premium would offset, to the extent of the size of the premium, any increased cost to a Fund resulting from an increase in the U.S. dollar value of the foreign security. However, a Fund could not benefit from any decline in the cost of the foreign security which is greater than the price of the premium received. A Fund may also write options to close out long put and call option positions.
The markets for certain foreign currency options are relatively new and a Funds ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. Although a Fund will not purchase or write such options unless and until, in the opinion of the Advisor, the market for them has developed sufficiently to ensure that the risks in connection with such options are not greater than the risks in connection with the underlying currency, there can be no assurance that a liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by all of those factors which influence foreign exchange rates and investments generally.
The value of a foreign currency option depends upon the value of the underlying currency relative to the U.S. dollar. As a result, the price of the option position may vary with changes in the value of either or both currencies and have no relationship to the investment merits of a foreign security, including foreign securities held in a hedged investment portfolio. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.
Options on Futures Contracts. A Fund may purchase and write call and put options on futures contracts which are traded on an exchange and may enter into closing transactions with respect to such options to terminate an existing position. An option on a futures contract gives the purchaser the right (in return for the premium paid) to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the term of the option.
A Fund will purchase and write options on futures contracts for identical purposes to those set forth above for the purchase of a futures contract (purchase of a call option or sale of a put option) and the sale of a futures contract (purchase of a put option or sale of a call option), or to close out a long or short position in futures contracts. Any premiums received in the writing of options on futures contracts may, of course, provide a further hedge against losses resulting from price declines in portions of a Funds portfolio.
Swap Agreements. A Fund may engage in swap transactions, including, but not limited to, swap agreements on interest rates, security or commodity indexes, specific securities and commodities, and credit and event-linked swaps. To the extent a Fund may invest in foreign currency-denominated securities, it also may invest in currency exchange rate swap agreements. A Fund also may enter into options on swap agreements (swap options).
A Fund may enter into swap transactions for any legal purpose consistent with its investment objectives and policies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities the Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible.
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Swap agreements are derivative instruments entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, the parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities or commodities representing a particular index. A quanto or differential swap combines both an interest rate and a currency transaction. Other forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or cap; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or floor; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.
A Fund also may enter into swap options. A swap option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. A Fund may write (sell) and purchase put and call swap options.
Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swap option than it will incur when it purchases a swap option. When a Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a Fund writes a swap option, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement.
Most other types of swap agreements entered into by a Fund will calculate the obligations of the parties to the agreement on a net basis. Consequently, a Funds current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). A Funds current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Fund). Each Funds use of swaps will comply with the SECs Derivatives Rule and the derivatives risk management program adopted by the Corporation (and the Funds) with respect to the use of derivatives such as swaps. See Derivatives Risk.
A Fund also may enter into credit default swap agreements. A credit default swap agreement may have as reference obligations one or more securities that are not currently held by a Fund. The protection buyer in a credit default contract is generally obligated to pay the protection seller an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the par value (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Fund may be either the buyer or seller in the transaction. If a Fund is a buyer and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap.
The spread of a credit default swap is the annual amount the protection buyer must pay the protection seller over the length of the contract, expressed as a percentage of the notional amount. When spreads rise, market perceived credit risk rises and when spreads fall, market perceived credit risk falls. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entitys credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values, as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.
Credit default swap agreements involve greater risks than had a Fund invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A Funds obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Fund).
Currently, certain standardized swap transactions are subject to mandatory exchange trading and/or central clearing. Although central clearing is expected to decrease counterparty risk and increase liquidity compared to bilaterally negotiated swaps, central clearing does
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not eliminate counterparty risk or illiquidity risk entirely. In addition, depending on the size of a Fund and other factors, the margin required under the rules of a clearinghouse and by a clearing member may be in excess of the collateral required to be posted by the Fund to support its obligations under a similar bilateral swap. However, regulators are expected to adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the near future, which could change this comparison. Regulators are in the process of developing rules that would require trading and execution of most liquid swaps on trading facilities. Moving trading to an exchange-type system may increase market transparency and liquidity but may require a Fund to incur increased expenses to access the same types of swaps. Rules adopted in 2012 also require centralized reporting of detailed information about many types of cleared and uncleared swaps. This information is available to regulators and, to a more limited extent and on an anonymous basis, to the public. Reporting of swap data may result in greater market transparency, which may be beneficial to funds that use swaps to implement trading strategies. However, these rules place potential additional administrative obligations on these funds, and the safeguards established to protect anonymity may not function as expected.
Distressed and Defaulted Securities. Distressed and defaulted securities are debt securities on which the issuer is not currently making interest payments. In order to enforce its rights in distressed and defaulted securities, a Fund may be required to participate in legal proceedings or take possession and manage assets securing the issuers obligations on the securities. This could increase a Funds operating expenses and adversely affect its net asset value. Risks of distressed and defaulted securities may be considerably higher than risks of securities on which issuers are currently making interest payments as they are generally unsecured and subordinated to other creditors of the issuer. Investments by a Fund in distressed and defaulted securities may be considered illiquid subject to the 15% limitation on illiquid securities unless the Advisor determines such securities are liquid under guidelines adopted by the Board of Directors of the Corporation (the Board or the Board of Directors).
Government Mortgage Pass-Through Securities. Government mortgage pass-through securities are mortgage pass-through securities representing participation interests in pools of residential mortgage loans purchased from individual lenders by an agency, instrumentality or sponsored corporation of the United States government (Federal Agency) or originated by private lenders and guaranteed, to the extent provided in such securities, by a Federal Agency. Such securities, which are ownership interests in the underlying mortgage loans, differ from conventional debt securities, and provide for periodic payment of interest in fixed amounts (usually semiannually) and principal payments (not necessarily in fixed amounts) that are a pass-through of the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees paid to the guarantor of such securities and the servicer of the underlying mortgage loans.
The government mortgage pass-through securities in which a Fund may invest include those issued or guaranteed by GNMA, FNMA and FHLMC. GNMA certificates are direct obligations of the U.S. government and, as such, are backed by the full faith and credit of the United States. FNMA is a federally chartered, privately owned corporation and FHLMC is a corporate instrumentality of the United States. FNMA and FHLMC certificates are not backed by the full faith and credit of the United States but the issuing agency or instrumentality has the right to borrow, to meet its obligations, from an existing line of credit with the U.S. Treasury. The U.S. Treasury has no legal obligation to provide such line of credit and may choose not to do so.
Certificates for these types of mortgage-backed securities evidence an interest in a specific pool of mortgages. These certificates are, in most cases, modified pass-through instruments, wherein the issuing agency guarantees the payment of principal and interest on mortgages underlying the certificates, whether or not such amounts are collected by the issuer on the underlying mortgages.
Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities. The Funds may invest in (i) securities that are sold in private placement transactions between their issuers and their purchasers and that are neither listed on an exchange nor traded over-the-counter, and (ii) securities that are sold in transactions between qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). Securities deemed liquid may be deemed illiquid for a time if private placement purchasers or qualified institutional buyers become uninterested or unwilling to purchase these securities.
While maintaining oversight, the Board of Directors has delegated to the Advisor the day-to-day functions of determining whether or not individual securities are liquid for purposes of the limitations on investments in illiquid assets. Rule 144A securities and Section 4(a)(2) commercial paper will be considered illiquid and therefore subject to the Funds limit on the purchase of illiquid securities unless the Board of Directors or the Advisor determines that the Rule 144A securities or Section 4(a)(2) commercial paper are liquid. In determining the liquidity of a security, the Advisor will consider, among other things, the following factors: (i) the frequency of trades and quotes for the security; (ii) the number of dealers and other potential purchasers wishing to purchase or sell the security; (iii) dealer undertakings to make a market in the security; and (iv) the nature of the security and of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, the mechanics of transfer and whether a security is listed on an electronic for trading the security).
Inflation-Indexed Bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index accruals as part of a semiannual coupon.
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Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semiannual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).
If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed and will fluctuate. A Fund also may invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.
While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bonds inflation measure.
The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.
Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
Inverse Floaters. Inverse floaters constitute a class of CMOs with a coupon rate that moves inversely to a designated index, such as the Secured Overnight Financing Rate (SOFR) or 11th District Cost of Funds index (COFI). Inverse floaters have coupon rates that typically change at a multiple of the changes of the relevant index rate. Any rise in the index rate (as a consequence of an increase in interest rates) causes a drop in the coupon rate on an inverse floater while any drop in the index rate causes an increase in the coupon rate of an inverse floater. In some circumstances, the coupon on an inverse floater could decrease to zero. In addition, like most other fixed-income securities, the value of inverse floaters will decrease as interest rates increase and their average lives will extend. Inverse floaters exhibit greater price volatility than the majority of mortgage-backed securities. In addition, some inverse floaters display extreme sensitivity to changes in prepayments. As a result, the yield to maturity of an inverse floater is sensitive not only to changes in interest rates but also to changes in prepayment rates on the related underlying mortgage assets. As described below, inverse floaters may be used alone or in tandem with interest-only stripped mortgage instruments.
The interest rate on an inverse floater resets in the opposite direction from the designated index to which the interest rate on the inverse floater is tied. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the rate of interest. The higher degree of leverage inherent in inverse floaters is associated with greater volatility in their market values. Accordingly, the duration of an inverse floater may exceed its stated final maturity. Certain inverse floaters may be considered to be illiquid securities for purposes of a Funds 15% limitation on investment in illiquid securities.
Investments in Other Investment Company Securities. Under Section 12(d)(1) of the 1940 Act, a Fund (other than the TCW Conservative Allocation Fund) may not (i) own more than 3% of the outstanding voting stock of an investment company, (ii) invest more than 5% of its total assets in any one investment company, or (iii) invest more than 10% of its total assets in the securities of investment companies. Such investments may include open-end investment companies, closed-end investment companies, exchange-traded funds (ETFs), business development companies (BDCs), real estate investment trusts (REITs) and unit investment trusts (UITs). Registered investment companies are permitted to invest in other investment companies beyond the limits set forth in Section 12(d)(1) in rules adopted under the 1940 Act, subject to certain conditions. The Funds intend to rely on Rule 12d1-4 of the 1940 Act, which provides an exemption from Section 12(d)(1), if the Fund satisfies certain conditions specified in the rule, including,
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among other conditions, that the Fund and its advisory group will not control (individually or in the aggregate) an acquired fund (e.g., hold more than 25% of the outstanding voting securities of an acquired fund that is a registered open-end management investment company). A Fund may also invest in an investment company in excess of the limits of Section 12(d)(1) in cash sweep arrangements in which a Fund invests all or a portion of its available cash in a money market fund. Conversely, Rule 12d1-4 also permits other investment companies to invest in the Funds in excess of the limits set forth in Section 12(d)(1), provided that certain conditions of the rule are satisfied, including that the Fund (as an acquired fund) not purchase securities of other investment companies and private funds having an aggregate value in excess of 10% of the Funds total assets.
As the shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment companys expenses, including advisory fees. Any expenses incurred by investing in other investment companies, including advisory fees and operating costs charged by those vehicles, are in addition to the expenses a Fund pays in connection with its own operations. In addition, a Fund would pay brokerage costs associated with its purchases of shares of these vehicles. These limitations do not apply to investments in investment companies that are not registered with the SEC, such as private funds and offshore funds.
In addition, certain ETFs have obtained exemptive orders from the SEC that allows the Funds to invest in those ETFs beyond the limits described above.
Despite the possibility of greater fees and expenses, investments in other investment companies may be attractive nonetheless for several reasons, especially in connection with foreign investments. Because of restrictions on direct investment by U.S. entities in certain countries, investing indirectly in such countries (by purchasing shares of another fund that is permitted to invest in such countries) may be the most practical and efficient way for a Fund to invest in such countries. In other cases, when a portfolio manager desires to make only a relatively small investment in a particular country, investing through another fund that holds a diversified portfolio in that country may be more effective than investing directly in issuers in that country.
Among the types of investment companies in which a Fund may invest are ETFs, which consists of Portfolio Depositary Receipts (PDRs) and Index Fund Shares. ETFs are investment companies that invest in a portfolio of securities designed to track a particular market segment or index and whose shares are bought and sold on a securities exchange. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When a Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETFs expenses. As with any exchange listed security, ETF shares purchased in the secondary market are subject to customary brokerage charges.
PDRs represent interests in a UIT holding a fund of securities that may be obtained from the UIT or purchased in the secondary market. Each PDR is intended to track the underlying securities, trade like a share of common stock, and pay to PDR holders periodic dividends proportionate to those paid with respect to the underlying securities, less certain expenses. Index Fund Shares are shares issued by an open-end management investment company that seeks to provide investment results that correspond generally to the price and yield performance of a specified foreign or domestic index (an Index Fund). Individual investments in PDRs generally are not redeemable, except upon termination of the UIT. Similarly, individual investments in Index Fund Shares generally are not redeemable. However, large quantities of PDRs known as Creation Units are redeemable from the sponsor of the UIT.
Similarly, block sizes of Index Fund Shares, also known as Creation Units, are redeemable from the issuing Index Fund. The liquidity of small holdings of ETFs, therefore, will depend upon the existence of a secondary market.
The price of ETFs is derived from and based upon the securities held by the UIT or Index Fund, and a Fund investing in ETFs will indirectly bear the risk of those investments.
Accordingly, the level of risk involved in the purchase or sale of an ETF is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that the pricing mechanism for an ETF is based on a basket of stocks. Disruptions in the markets for the securities underlying ETFs purchased or sold by a Fund could result in losses on investments in ETFs. ETFs represent an unsecured obligation and therefore carry with them the risk that the counterparty will default and the Fund may not be able to recover the current value of its investment.
Lending of Portfolio Securities. A Fund may, consistent with applicable regulatory requirements, lend its portfolio securities to brokers, dealers and other financial institutions, provided that such loans (i) are callable at any time by the Funds (subject to the notice provisions described below), and (ii) are at all times secured by cash, bank letters of credit, other money market instruments rated A-1, P-1 or the equivalent, or securities of the United States government (or its agencies or instrumentalities) maintained in a segregated account and equal to at least the market value, determined daily, of the loaned securities. The advantage of such loans is that the Funds continue to receive the income on the loaned securities while at the same time earning interest on the cash amounts deposited as collateral, which will be invested in short-term obligations. A Fund will not lend more than 25% of the value of its total assets, including collateral received for securities lent. A loan may be terminated by the borrower on one business days notice, or by a Fund on two business days notice. If the borrower fails to deliver the loaned securities within two days after receipt of notice, a Fund could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over collateral. As with
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any extension of credit, there are risks of delay in recovery and in some cases even loss of rights in the collateral should the borrower fail financially. However, loans of portfolio securities will only be made to firms deemed by the Advisor to be creditworthy. Upon termination of a loan, the borrower is required to return the securities to the lending Fund. Any gain or loss in the marketplace during the loan period would inure to the lending Fund. A Fund will pay reasonable finders, administrative and custodian fees in connection with a loan of securities. Also voting rights with respect to the loaned securities may pass with the lending of the securities.
Loan Participation and Assignments. Investment in secured or unsecured fixed or floating rate loans (Loans) arranged through private negotiations between a borrowing corporation, government or other entity and one or more financial institutions (Lenders) may be in the form of participations in Loans (Participation) or assignments of all or a portion of Loans from third parties (Assignments). Participations typically result in a Funds having a contractual relationship only with the Lender, not with the borrower. A Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the borrower. In connection with purchasing Participations, a Fund generally has no direct right to enforce compliance by the borrower with the terms of the loan agreement relating to the Loan, nor any rights of set-off against the borrower, and a Fund may not directly benefit from any collateral supporting the Loan in which it has purchased the Participation. As a result, a Fund assumes the credit risk of both the borrower and the Lender that is selling the Participation. In the event of the insolvency of the selling Lender, a Fund may be treated as a general creditor of that Lender and may not benefit from any set-off between the Lender and the borrower. A Fund will acquire Participations only if the Advisor determines that the selling Lender is creditworthy.
When a Fund purchases Assignments from Lenders, it acquires direct rights against the borrower on the Loan. In an Assignment, a Fund is entitled to receive payments directly from the borrower and, therefore, does not depend on the selling bank to pass these payments onto the Fund. However, because Assignments are arranged through private negotiations between potential assignees and assignors, the rights and obligations acquired by a Fund as the purchaser of an Assignment may differ from, and may be more limited than, those held by the assigning Lender.
Assignments and Participations are generally not registered under the Securities Act, and thus may be subject to a Funds limitation on investment in illiquid securities. Because there may be no liquid market for such securities, such securities may be sold only to a limited number of institutional investors. The lack of a liquid secondary market could have an adverse impact on the value of such securities and on a Funds ability to dispose of particular Assignments or Participations when necessary to meet the Funds liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the borrower.
Money Market Instruments. A Fund may invest in money market instruments and will generally do so for temporary and defensive purposes only. These instruments include, but are not limited to:
U.S. Government Securities. Obligations issued or guaranteed as to principal and interest by the United States or its agencies (such as the Export-Import Bank of the United States, Federal Housing Administration and Government National Mortgage Association) or its instrumentalities (such as the Federal Home Loan Bank), including Treasury bills, notes and bonds.
Bank Obligations. Obligations including certificates of deposit, bankers acceptances, commercial paper (see below) and other debt obligations of banks subject to regulation by the U.S. government and having total assets of $1 billion or more, and instruments secured by such obligations, not including obligations of foreign branches of domestic banks except as permitted below.
Eurodollar Certificates of Deposit. Eurodollar certificates of deposit issued by foreign branches of domestic banks having total assets of $1 billion or more (investments in Eurodollar certificates may be affected by changes in currency rates or exchange control regulations, or changes in governmental administration or economic or monetary policy in the United States and abroad).
Obligations of Savings Institutions. Certificates of deposit of savings banks and savings and loan associations, having total assets of $1 billion or more (investments in savings institutions above $250,000 in principal amount are not protected by federal deposit insurance).
Fully Insured Certificates of Deposit. Certificates of deposit of banks and savings institutions, having total assets of less than $1 billion, if the principal amount of the obligation is insured by the Bank Insurance Fund or the Savings Association Insurance Fund (each of which is administered by the Federal Deposit Insurance Corporation), limited to $250,000 principal amount per certificate and to 15% or less of a Funds net assets in all such obligations and in all illiquid assets, in the aggregate.
Commercial Paper. Commercial paper rated within the two highest ratings categories by S&P Global Ratings (S&P) or Moodys Investors Service, Inc. (Moodys) or, if not rated, that is determined by the Advisor to be of comparable quality.
Money Market Mutual Funds. Shares of United States money market investment companies.
Mortgage-Backed Securities. Mortgage-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payments, those securities may contain elements of credit support, which fall into two categories: (i) liquidity protection and (ii) protection against losses resulting
15
from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses resulting from default ensures ultimate payment of the obligations on at least a portion of the assets in the pool. This protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets. Delinquencies or losses in excess of those anticipated could adversely affect the return on an investment in a security. A Fund will not pay any fees for credit support, although the existence of credit support may increase the price of a security.
Mortgage Dollar Rolls. A Fund may enter into mortgage dollar rolls with a bank or a broker-dealer. A mortgage dollar roll is a transaction in which a Fund sells mortgage-related securities for immediate settlement and simultaneously purchases the same type of securities for forward settlement at a discount. While a Fund begins accruing interest on the newly purchased securities from the purchase or trade date, it is able to invest the proceeds from the sale of its previously owned securities, which will be used to pay for the new securities, in money market investments until future settlement date. The use of mortgage dollar rolls is a speculative technique involving leverage, and is considered to be a form of borrowing by a Fund.
Preferred Stock. Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as holders of a companys common stock, and thus also represent an ownership interest in that company.
Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is subject to issuer-specific and market risks applicable generally to equity securities. In addition, a companys preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the companys financial condition or prospects. Preferred stock of smaller companies may be more vulnerable to adverse developments than preferred stock of larger companies.
Private Mortgage Pass-Through Securities. Private mortgage pass-through securities are structured similarly to the GNMA, FNMA and FHLMC mortgage pass-through securities and are issued by United States and foreign private issuers such as originators of and investors in mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. These securities usually are backed by a pool of conventional fixed rate or adjustable rate mortgage loans. Since private mortgage pass-through securities typically are not guaranteed by an entity having the credit status of GNMA, FNMA and FHLMC, such securities generally are structured with one or more types of credit enhancement.
Repurchase Agreements. Repurchase agreements, which may be viewed as a type of secured lending by a Fund, typically involve the acquisition by a Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The repurchase agreements will provide that the Fund will sell back to the institution, and that the institution will repurchase, the underlying security (collateral) at a specified price and at a fixed time in the future, usually not more than seven days from the date of purchase. The collateral will be maintained in a segregated account and, with respect to United States repurchase agreements, will be marked to market daily to ensure that the full value of the collateral, as specified in the repurchase agreement, does not decrease below the repurchase price plus accrued interest. If such a decrease occurs, additional collateral will be requested and, when received, added to the account to maintain full collateralization. A Fund will accrue interest from the institution until the date the repurchase occurs. Although this date is deemed by each Fund to be the maturity date of a repurchase agreement, the maturities of the collateral securities are not subject to any limits and may exceed one year. Repurchase agreements maturing in more than seven days will be considered illiquid for purposes of the restriction on each Funds investment in illiquid and restricted securities.
Restricted Securities. A Fund may invest in securities which are subject to restrictions on resale because they have not been registered under the Securities Act or they are otherwise restricted as to sale. Restricted securities may include privately placed securities and securities offered pursuant to Rule 144A under the Securities Act.
Restricted securities are subject to legal and/or contractual restrictions on resale. In some cases, certain restricted securities can be sold without SEC registration to qualified institutional buyers and in accordance with the Funds procedures; such restricted securities could be treated as liquid. However, other restricted securities, such as those that are the subject of a private placement, may be illiquid for an extended period of time and will be reported as such.
Reverse Repurchase Agreements. Reverse repurchase agreements involve sales by a Fund of portfolio securities concurrently with an agreement by the Fund to repurchase the same securities at a later date at a fixed price. Generally, the effect of such a transaction is that a Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while it will be able to keep the interest income associated with those portfolio securities. Such transactions are only advantageous if the interest cost to a Fund of the reverse repurchase transaction is less than the cost of otherwise obtaining the cash. In entering into reverse repurchase agreements, a Fund will comply with the limitations of the derivatives risk management program adopted with respect to the Fund (and the Corporation) under the Derivatives Rule (as explained under Derivatives Risk).
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Short Sales. If a Fund anticipates that the price of a security will decline, it may sell the security short (i.e., without owing it) and borrow the same security from a broker or other institution to complete the sale. In a short sale, a Fund does not immediately deliver the securities sold and does not receive the proceeds from the sale. The Fund is said to have a short position in the securities sold until it delivers the securities sold, at which time it receives the proceeds of the sale. When a short sale transaction is closed out by delivery of the securities, any gain or loss on the transaction is generally taxable as a short term capital gain or loss. In selling securities short, a Fund will comply with the limitations of the derivatives risk management program adopted with respect to the Fund (and the Corporation) under the Derivatives Rule (as explained under Derivatives Risk).
A Fund may make a profit or loss depending upon whether the market price of the security decreases or increases between the date of the short sale and the date on which the Fund must replace the borrowed security. Until the security is replaced, the Fund generally is required to pay to the lender amounts equal to any interest that accrues during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would also increase the cost of the security sold. The proceeds of the short sale will be retained by the broker (or by a Funds custodian in a special custody account), to the extent necessary to meet the margin requirements, until the short position is closed out.
Until a Fund closes its short position or replaces the borrowed security, the Fund will designate liquid securities at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current value of the security sold short and (ii) the amount designated plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short.
Short Sales Against the Box. A Fund may from time to time sell securities short against the box. A short sale is against the box if a Fund contemporaneously owns or has the right to obtain at no added cost securities identical to those sold short. A short sale of an American Depositary Receipt (ADR) is against the box if a Fund owns the underlying security represented by the ADR and reasonably believes it will be able to convert the security into the ADR prior to delivery.
To secure its obligation to deliver the securities sold short against the box, a Fund will deposit in a separate collateral account with its custodian an equal amount of the securities sold short or securities convertible into or exchangeable for such securities. A Fund may close out a short sale against the box by purchasing and delivering an equal amount of the securities sold short, rather than by delivering securities already held by the Fund, if the Fund wants to, for example, continue to receive interest and dividend payments on securities in its portfolio that are convertible into the securities sold short or defer recognition of gain or loss for federal income tax purposes. A Fund will incur transaction costs, including interest expenses, in connection with opening, maintaining and closing short sales against the box, which result in a constructive sale, requiring the Fund to recognize any taxable gain from the transaction.
Sovereign Debt Obligations and Emerging Market Countries. A Fund may invest in sovereign debt and emerging market countries. Political conditions, in terms of a country or agencys willingness to meet the terms of its debt obligations, are of considerable significance. Investors should be aware that the sovereign debt instruments in which a Fund may invest involve great risk and are deemed to be the equivalent in terms of quality to securities rated below investment grade by Moodys and S&P.
Sovereign debt generally offers high yields, reflecting not only perceived credit risk, but also the need to compete with other local investments in domestic financial markets. A foreign debtors willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the foreign debtors policy towards the International Monetary Fund and the political constraints to which a sovereign debtor may be subject. Sovereign debtors may default on their sovereign debt. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a sovereign debtors implementation of economic reforms and/or economic performance and the timely service of such debtors obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties commitments to lend funds to the sovereign debtor, which may further impair such debtors ability or willingness to service its debts.
In recent years, some of the emerging market countries in which a Fund may invest have encountered difficulties in servicing their sovereign debt. Some of these countries have withheld payments of interest and/or principal of sovereign debt. These difficulties have also led to agreements to restructure external debt obligations, in particular, commercial bank loans, typically by rescheduling principal payments, reducing interest rates and extending new credits to finance interest payments on existing debt. In the future, holders of sovereign debt may be requested to participate in similar rescheduling of such debt.
The ability or willingness of the governments of emerging market countries to make timely payments on their sovereign debt is likely to be influenced strongly by a countrys balance of trade and its access to trade and other international credits. A country whose exports are concentrated in a few commodities could be vulnerable to a decline in the international prices of one or more of such commodities. Increased protectionism on the part of a countrys trading partners could also adversely affect its exports. Such events could extinguish a countrys trade account surplus, if any. To the extent that a country receives payment for its exports in currencies other than hard currencies, its ability to make hard currency payments could be affected.
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The occurrence of political, social and diplomatic changes in one or more of the countries issuing sovereign debt could adversely affect the Funds investments. The countries issuing such instruments are faced with social and political issues and some of them have experienced high rates of inflation in recent years and have extensive internal debt. Among other effects, high inflation and internal debt service requirements may adversely affect the cost and availability of future domestic sovereign borrowing to finance governmental programs, and may have other adverse social, political and economic consequences. Political changes or a deterioration of a countrys domestic economy or balance of trade may affect the willingness of countries to services their sovereign debt. There can be no assurance that adverse political changes will not cause the Funds to suffer a loss of interest or principal on any of its holdings.
As a result of all of the foregoing, a government obligor may default on its obligations. If such an event occurs, a Fund may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government debt securities to obtain recourse may be subject to the political climate in the relevant country. Bankruptcy, moratorium and other similar laws applicable to issuers of sovereign debt obligations may be substantially different from those applicable to issuers of private debt obligations. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign government debt obligations in the event of default under their commercial bank loan agreements.
Periods of economic uncertainty may result in the volatility of market prices of sovereign debt and in turn, a Funds net asset value, to a greater extent than the volatility inherent in domestic securities. The value of sovereign debt will likely vary inversely with changes in prevailing interest rates, which are subject to considerable variance in the international market.
Stripped Mortgage Securities. Stripped mortgage securities may be issued by Federal Agencies, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped mortgage securities not issued by Federal Agencies will be treated by the Funds as illiquid securities so long as the staff of the SEC maintains its position that such securities are illiquid.
Stripped mortgage securities usually are structured with two classes that receive different proportions of the interest and principal distribution of a pool of mortgage assets. A common type of stripped mortgage security will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or IO class), while the other class will receive all of the principal (the principal-only or PO class). PO classes generate income through the accretion of the deep discount at which such securities are purchased, and, while PO classes do not receive periodic payments of interest, they receive monthly payments associated with scheduled amortization and principal prepayment from the mortgage assets underlying the PO class. The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on such securitys yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments or principal, a Fund may fail to fully recoup its initial investment in these securities.
A Fund may purchase stripped mortgage securities for income, or for hedging purposes to protect the Funds portfolio against interest rate fluctuations. For example, since an IO class will tend to increase in value as interest rates rise, it may be utilized to hedge against a decrease in value of other fixed-income securities in a rising interest rate environment.
Structured Notes. Structured notes are derivative debt instruments, the interest rate or principal of which is determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be structured by the purchaser and the borrower issuing the note. The terms of structured notes may provide that in certain circumstances no principal is due at maturity, which may result in a loss of invested capital. Structured notes may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an increase or a decrease in the interest rate or the value of the structured note at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Therefore, the value of such notes may be very volatile. Structured notes may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the unrelated indicator. Structured notes also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. To the extent a Fund invests in these notes, however, the Advisor analyzes these notes in its overall assessment of the effective duration of the Funds holdings in an effort to monitor the Funds interest rate risk.
Warrants. A warrant confers upon its holder the right to purchase an amount of securities at a particular time and price. Because a warrant does not carry with it the right to dividends or voting rights with respect to the securities which it entitles a holder to purchase, and because it does not represent any rights in the assets of the issuer, warrants may be considered more speculative than certain other types of investments. Also, the value of a warrant does not necessarily change with the value of the underlying securities and a warrant ceases to have value if it is not exercised prior to its expiration date.
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When, As and If Issued Securities. A Fund may purchase securities on a when, as and if issued basis under which the issuance of the security depends upon the occurrence of a subsequent event, such as approval of a merger, corporate reorganization, leveraged buyout or debt restructuring. The commitment for the purchase of any such security will not be recognized in the portfolio of the Fund until the Advisor determines that issuance of the security is probable. At such time, the Fund will record the transaction and, in determining its net asset value, will reflect the value of the security daily. Settlement of the trade will ordinarily occur within three business days of the occurrence of the subsequent event. If the anticipated event does not occur and the securities are not issued, the Fund will have lost an investment opportunity. Each Fund may purchase securities on such basis without limit. An increase in the percentage of the Funds assets committed to the purchase of securities on a when, as and if issued basis may increase the volatility of its net asset value. Each Fund may also sell securities on a when, as and if issued basis provided that the issuance of the security will result automatically from the exchange or conversion of a security owned by the Fund at the time of the sale.
When-Issued and Delayed Delivery Securities and Forward Commitments. From time to time, in the ordinary course of business, a Fund may purchase securities on a when-issued or delayed delivery basis and may purchase or sell securities on a forward commitment basis. (These types of transactions are negotiated directly with a counterparty, rather than through an exchange.) When such transactions are negotiated, the price is fixed at the time of the commitment, but delivery and payment can take place a month or more after the date of the commitment. The securities so purchased or sold are subject to market fluctuation, and no interest or dividends accrue to the purchaser prior to the settlement date. While a Fund will only purchase securities on a when-issued, delayed delivery or forward commitment basis with the intention of acquiring the securities, the Fund may sell the securities before the settlement date, if it is deemed advisable. At the time a Fund makes the commitment to purchase or sell securities on a when-issued, delayed delivery or forward commitment basis, the Fund will record the transaction and thereafter reflect the value, each day, of such security purchased or, if a sale, the proceeds to be received, in determining its net asset value. At the time of delivery of the securities, the value may be more or less than the purchase or sale price. An increase in the percentage of a Funds assets committed to the purchase of securities on a when-issued or delayed delivery basis may increase the volatility of the Funds net asset value.
The Funds are subject to certain risk considerations, as summarized in the tables below, related to investment practices that may be undertaken by them. The risks described below supplement the principal risks described in the Prospectus. Investors should also review the principal risks for each Fund as disclosed in the Prospectus. Generally, since shares of a Fund represent an investment in securities with fluctuating market prices, shareholders should understand that the value of their Fund shares will vary as the value of the Funds portfolio securities increases or decreases. Therefore, the value of an investment in a Fund could go down as well as up. You can lose money by investing in a Fund. There is no guarantee of successful performance, that a Funds objective can be achieved or that an investment in a Fund will achieve a positive return. Each Fund should be considered as a means of diversifying an investment portfolio and is not in itself a balanced investment program.
Prospective investors should consider the following risks.
U.S. Equity Funds | ||||
TCW |
TCW Relative | |||
Counterparty Credit Risk |
✓ | ✓ | ||
Derivatives Risk |
✓ | ✓ | ||
Currency Derivatives Risk |
✓ | ✓ | ||
Futures Contracts and Options on Futures Risk |
✓ | ✓ | ||
Options Transactions Risk |
✓ | ✓ | ||
Swap Agreements Risk |
||||
Developing or Emerging Market Countries Risk |
✓ | ✓ | ||
Foreign Currency Risk |
✓ | ✓ | ||
Foreign Securities Risk |
✓ | ✓ | ||
General Risk |
✓ | ✓ | ||
Increased Reliance on Data Analytics Risk |
✓ | ✓ | ||
Large Shareholder Redemption Risk |
✓ | ✓ | ||
Repurchase Agreements Risk |
✓ | ✓ | ||
Restricted Securities Risk |
✓ | ✓ | ||
Reverse Repurchase Agreements Risk |
||||
Stock Market Risk |
✓ | ✓ | ||
Temporary Defensive Positions Risk |
✓ | ✓ |
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U.S. Fixed Income Funds | ||||
TCW Core |
TCW | |||
Counterparty Credit Risk |
✓ | ✓ | ||
Derivatives Risk |
||||
Currency Derivatives Risk |
✓ | ✓ | ||
Futures Contracts and Options on Futures Risk |
✓ | ✓ | ||
Options Transactions Risk |
✓ | ✓ | ||
Swap Agreements Risk |
✓ | ✓ | ||
Developing or Emerging Market Countries Risk |
✓ | ✓ | ||
Exchange-Traded Notes Risk |
✓ | ✓ | ||
Foreign Currency Risk |
✓ | ✓ | ||
Foreign Securities Risk |
✓ | |||
General Risk |
✓ | ✓ | ||
High Yield Securities Risk |
✓ | ✓ | ||
Increased Reliance on Data Analytics Risk |
✓ | ✓ | ||
Large Shareholder Redemption Risk |
✓ | ✓ | ||
Mortgage-Backed Securities Risk |
✓ | ✓ | ||
Mortgage Dollar Rolls Risk |
✓ | ✓ | ||
Ratings Categories Risk |
✓ | ✓ | ||
Repurchase Agreements Risk |
✓ | ✓ | ||
Restricted Securities Risk |
✓ | ✓ | ||
Reverse Repurchase Agreements Risk |
✓ | ✓ | ||
Structured Notes Risk |
✓ | ✓ | ||
Temporary Defensive Positions Risk |
✓ | ✓ |
International Funds | ||||
TCW Emerging |
TCW White Oak Fund | |||
Counterparty Credit Risk |
✓ | ✓ | ||
Derivatives Risk |
✓ | |||
Currency Derivatives Risk |
✓ | ✓ | ||
Futures Contracts and Options on Futures Risk |
✓ | ✓ | ||
Options Transactions Risk |
✓ | ✓ | ||
Swap Agreements Risk |
✓ | ✓ | ||
Developing or Emerging Market Countries Risk |
✓ | ✓ | ||
Special Considerations Regarding China |
✓ | |||
Special Considerations Regarding India |
✓ | |||
Exchange-Traded Notes Risk |
✓ | |||
Foreign Currency Risk |
✓ | ✓ | ||
Foreign Securities Risk |
✓ | ✓ | ||
General Risk |
✓ | ✓ | ||
High Yield Securities Risk |
✓ | |||
Increased Reliance on Data Analytics Risk |
✓ | ✓ | ||
Large Shareholder Redemption Risk |
✓ | ✓ | ||
Mortgage-Backed Securities Risk |
✓ | |||
Participatory Notes Risk |
✓ | |||
Ratings Categories Risk |
✓ | |||
Repurchase Agreements Risk |
✓ | ✓ | ||
Restricted Securities Risk |
✓ | ✓ | ||
Reverse Repurchase Agreements Risk |
✓ | |||
Stock Market Risk |
✓ | |||
Structured Notes Risk |
✓ | |||
Temporary Defensive Positions Risk |
✓ | ✓ |
Counterparty Credit Risk
Commodity- and financial-linked derivative instruments are subject to the risk that the counterparty to the instrument might not pay interest when due or repay principal at maturity of the obligation. If a counterparty defaults on its interest or principal payment obligations to a Fund, this default will cause the value of your investment in the Fund to decrease. In addition, certain Funds may invest in commodity- and financial-linked structured notes issued by a limited number of issuers, which will act as counterparties. To the extent a Fund focuses its investments in a limited number of issuers, it will be more susceptible to the risks associated with those issuers. Certain derivative transactions may or are required to centrally clear, which may reduce counterparty and liquidity risk but will not completely eliminate such risks.
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Derivatives Risk
Derivatives may be used for a variety of purposes, including hedging, risk management, portfolio management or income generation. Any or all of the investment techniques previously described herein may be used at any time and there is no particular strategy that dictates the use of one technique rather than another, as the use of any derivative by a Fund is a function of numerous variables, including market conditions. Although the Advisor seeks to use derivatives to further a Funds investment objective, no assurance can be given that the use of derivatives will achieve this result.
Derivatives utilized by a Fund may involve the purchase and sale of derivative instruments. A derivative is a financial instrument, the value of which depends upon (or derives from) the value of another asset, security, interest rate or index. Derivatives may relate to a wide variety of underlying instruments, including equity and debt securities, indexes, interest rates, currencies and other assets. Certain derivative instruments which a Fund may use and the risks of those instruments are described in further detail below. A Fund may in the future also utilize derivatives techniques, instruments and strategies that may be newly developed or permitted as a result of regulatory changes, consistent with the Funds investment objective and policies. Such newly developed techniques, instruments and strategies may involve risks different than or in addition to those described herein. No assurance can be given that any derivatives strategy employed by a Fund will be successful.
The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the instruments underlying such derivatives. Derivatives are highly specialized instruments that require investment techniques and risk analyses different from other portfolio investments. The use of derivative instruments requires an understanding not only of the underlying instrument but also of the derivative itself. Certain risk factors generally applicable to derivative transactions are described below.
| Derivatives are subject to the risk that the market value of the derivative itself or the market value of underlying instruments will change in a way adverse to a Funds interests. A Fund bears the risk that the Advisor may incorrectly forecast future market trends and other financial or economic factors or the value of the underlying security, index, interest rate or currency when establishing a derivatives position for the Fund. |
| Derivatives may be subject to pricing or basis risk, which exists when a derivative becomes extraordinarily expensive (or inexpensive) relative to historical prices or corresponding instruments. Under such market conditions, it may not be economically feasible to initiate a transaction or liquidate a position at an advantageous time or price. |
| Many derivatives are complex and often valued subjectively. Improper valuations can result in increased payment requirements to counterparties or a loss of value to a Fund. |
| Using derivatives as a hedge against a portfolio investment subjects a Fund to the risk that the derivative will have imperfect correlation with the portfolio investment, which could result in the Fund incurring substantial losses. This correlation risk may be greater in the case of derivatives based on an index or other basket of securities, as the portfolio securities being hedged may not duplicate the components of the underlying index or the basket may not be of exactly the same type of obligation as those underlying the derivative. The use of derivatives for cross hedging purposes (using a derivative based on one instrument as a hedge on a different instrument) may also involve greater correlation risks. |
| While using derivatives for hedging purposes can reduce a Funds risk of loss, it may also limit the Funds opportunity for gains or result in losses by offsetting or limiting the Funds ability to participate in favorable price movements in portfolio investments. |
| Derivatives transactions for non-hedging purposes involve greater risks and may result in losses which would not be offset by increases in the value of portfolio securities or declines in the cost of securities to be acquired. In the event that a Fund enters into a derivatives transaction as an alternative to purchasing or selling the underlying instrument or in order to obtain desired exposure to an index or market, the Fund will be exposed to the same risks as are incurred in purchasing or selling the underlying instruments directly. |
| The use of certain derivatives transaction involves the risk of loss resulting from the insolvency or bankruptcy of the other party to the contract (i.e., the counterparty) or the failure by the counterparty to make required payments or otherwise comply with the terms of the contract. In the event of default by a counterparty, a Fund may have contractual remedies pursuant to the agreement related to the transaction. |
| Liquidity risk exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid, a Fund may be unable to initiate a transaction or liquidate a position at an advantageous time or price. |
| Certain derivatives transactions are not entered into or traded on exchanges or in markets regulated by the CFTC or the SEC. Instead, such over-the-counter (OTC) derivatives are entered into directly by the counterparties and may be traded only through financial institutions acting as market makers. OTC derivatives transactions can only be entered into with a |
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willing counterparty that is approved by the Advisor in accordance with guidelines established by the Board. Where no such counterparty is available, a Fund will be unable to enter into a desired transaction. There also may be greater risk that no liquid secondary market in the trading of OTC derivatives will exist, in which case the liquidity that is afforded to exchange participants will not be available to the Fund as a participant in OTC derivatives transactions. OTC derivatives transactions are not subject to the guarantee of an exchange or clearinghouse and as a result a Fund would bear greater risk of default by the counterparties to such transactions. |
| A Fund may be required to make physical delivery of portfolio securities underlying a derivative in order to close out a derivatives position or to sell portfolio securities at a time or price at which it may be disadvantageous to do so in order to obtain cash to close out or to maintain a derivatives position. |
| As a result of the structure of certain derivatives, adverse changes in the value of the underlying instrument can result in losses substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. |
| Certain derivatives may be considered illiquid and therefore subject to a Funds limitation on investments in illiquid securities. |
| Derivatives transactions conducted outside the United States may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. Brokerage commissions, clearing costs and other transaction costs may be higher on foreign exchanges. Many of the risks of OTC derivatives transactions are also applicable to derivatives transactions conducted outside the United States. Derivatives transactions conducted outside the United States are subject to the risk of governmental action affecting the trading in, or the prices of, foreign securities, currencies and other instruments. The value of such positions could be adversely affected by foreign political and economic factors; lesser availability of data on which to make trading decisions; delays on a Funds ability to act upon economic events occurring in foreign markets; and less liquidity than U.S. markets. |
The regulation of derivatives markets in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, which was signed into law in 2010, granted significant authority to the SEC and the CFTC to impose comprehensive regulations on the over-the-counter and cleared derivatives markets. These regulations include, but are not limited to, mandatory clearing of certain derivatives and requirements relating to disclosure, margin and trade reporting. New regulations could adversely affect the value, availability and performance of certain derivative instruments, may make them more costly, and may limit or restrict their use by the Fund.
On October 28, 2020, the SEC adopted Rule 18f-4 under the 1940 Act (the Derivatives Rule), which became effective as of August 19, 2022. The Derivatives Rule replaced previous SEC and staff guidance with an updated, comprehensive framework for registered investment companies use of derivatives. Among other changes, the Derivatives Rule requires an investment company to trade derivatives and certain other instruments that create future payment or delivery obligations subject to a value-at-risk (VaR) leverage limit, develop and implement a derivatives risk management program and testing requirements, and comply with requirements related to board and SEC reporting. These requirements apply to the Funds except for those Funds that qualify as a limited derivatives user, which the Derivatives Rule defines as a fund that limits its derivatives exposure to 10% of its net assets. The requirements of the Derivatives Rule may limit a Funds ability to engage in derivatives transactions as part of its investment strategies. These requirements may also increase the cost of a Funds investments and cost of doing business, which could adversely affect the value of the Funds investments and/or the performance of the Fund. The rule also may not be effective to limit a Funds risk of loss. In particular, measurements of VaR rely on historical data and may not accurately measure the degree of risk reflected in a Funds derivatives or other investments. There may be additional regulation of the use of derivatives transactions by registered investment companies, which could significantly affect their use. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives transactions may make them more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.
Currency Derivatives Risk. Currency derivatives are subject to additional risks. Currency derivatives transactions may be negatively affected by government exchange controls, blockages, and manipulations. Currency exchange rates may be influenced by factors extrinsic to a countrys economy. There is not systematic reporting of last sale information with respect to foreign currencies. As a result, the available information on which trading in currency derivatives will be based may not be as complete as comparable data for other transactions. Events could occur in the foreign currency market which will not be reflected in currency derivatives until the following day, making it more difficult for a Fund to respond to such events in a timely manner.
Futures Contracts and Options on Futures Risk. There are certain risks inherent in the use of futures contracts and options on futures contracts. Successful use of futures contracts by a Fund is subject to the ability of the Advisor to correctly predict movements in the direction of interest rates or changes in market conditions. In addition, there can be no assurance that there will be a correlation between price movements in the underlying securities, currencies or index and the price movements in the securities which are the subject of the hedge.
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Positions in futures contracts and options on futures contracts may be closed out only on the exchange or board of trade on which they were entered into, and there can be no assurance that an active market will exist for a particular contract or option at any particular time. If a Fund has hedged against the possibility of an increase in interest rates or a decrease in the value of portfolio securities and interest rates fall or the value of portfolio securities increase instead, the Fund will lose part or all of the benefit of the increased value of securities that it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if a Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements at a time when it may be disadvantageous to do so. These sales of securities may, but will not necessarily, be at increased prices that reflect the decline in interest rates. While utilization of futures contracts and options on futures contracts may be advantageous to a Fund, if the Fund is not successful in employing such instruments in managing the Funds investments, the Funds performance will be worse than if the Fund did not make such investments.
Exchanges limit the amount by which the price of a futures contract may move on any day. If the price moves equal the daily limit on successive days, then it may prove impossible to liquidate a futures position until the daily limit moves have ceased. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin on open futures positions. In such situations, if a Fund has insufficient cash, it may have to sell portfolio securities to meet daily variation margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be required to take or make delivery of the instruments underlying interest rate futures contracts it holds at a time when it is disadvantageous to do so. The inability to close out options and futures positions could also have an adverse impact on a Funds ability to effectively hedge its portfolio.
Futures contracts and options thereon which are purchased or sold on foreign commodities exchanges may have greater price volatility than their U.S. counterparts. Furthermore, foreign commodities exchanges may be less regulated and under less governmental scrutiny than U.S. exchanges. Brokerage commissions, clearing costs and other transaction costs may be higher on foreign exchanges. Greater margin requirements may limit a Funds ability to enter into certain commodity transactions on foreign exchanges. Moreover, differences in clearance and delivery requirements on foreign exchanges may occasion delays in the settlement of a Funds transactions effected on foreign exchanges.
In the event of the bankruptcy of a broker through which a Fund engages in transactions in futures or options thereon, the Fund could experience delays and/or losses in liquidating open positions purchased or sold through the broker and/or incur a loss of all or part of its margin deposits with the broker. Similarly, in the event of the bankruptcy of the writer of an OTC option purchased by a Fund, the Fund could experience a loss of all or part of the value of the option. Transactions are entered into by a Fund only with brokers or financial institutions deemed creditworthy by the Advisor.
There is no assurance that a liquid secondary market will exist for futures contracts and related options in which a Fund may invest. In the event a liquid market does not exist, it may not be possible to close out a futures position, and in the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin. In addition, limitations imposed by an exchange or board of trade on which futures contracts are traded may compel or prevent a Fund from closing out a contract which may result in reduced gain or increased loss to the Fund. The absence of a liquid market in futures contracts might cause a Fund to make or take delivery of the underlying securities (currencies) at a time when it may be disadvantageous to do so.
Compared to the purchase or sale of futures contracts, the purchase of call or put options on futures contracts involves less potential risk to a Fund because the maximum amount at risk is the premium paid for the options (plus transaction costs). However, there may be circumstances when the purchase of a call or put option on a futures contract would result in a loss to a Fund notwithstanding that the purchase or sale of a futures contract would not result in a loss, as in the instance where there is no movement in the prices of the futures contract or underlying securities (currencies).
Options on foreign currency futures contracts may involve certain additional risks. Trading options on foreign currency futures contracts is relatively new. The ability to establish and close out positions on such options is subject to the maintenance of a liquid secondary market. To reduce this risk, a Fund will not purchase or write options on foreign currency futures contracts unless and until, in the Advisors opinion, the market for such options has developed sufficiently that the risks in connection with such options are not greater than the risks in connection with transactions in the underlying foreign currency futures contracts.
Options Transactions Risk. The effective use of options depends on a Funds ability to terminate option positions at times when the Advisor deems it desirable to do so. Prior to exercise or expiration, an option position can only be terminated by entering into a closing purchase or sale transaction. If a covered call option writer is unable to effect a closing purchase transaction or to purchase an offsetting OTC Option, it cannot sell the underlying security until the option expires or the option is exercised. Accordingly, a covered call option writer may not be able to sell an underlying security at a time when it might otherwise be advantageous to do so. A secured put option writer who is unable to effect a closing purchase transaction or to purchase an offsetting OTC Option would continue to bear the risk of decline in the market price of the underlying security until the option expires or is exercised.
In addition, a secured put writer would be unable to utilize the amount held in cash or U.S. government securities or other high grade short-term obligations as security for the put option for other investment purposes until the exercise or expiration of the option.
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A Funds ability to close out its position as a writer of an option is dependent upon the existence of a liquid secondary market. There is no assurance that such a market will exist, particularly in the case of OTC Options, as such options will generally only be closed out by entering into a closing purchase transaction with the purchasing dealer. However, the Fund may be able to purchase an offsetting option which does not close out its position as a writer but constitutes an asset of equal value to the obligation under the option written. If the Fund is not able to either enter into a closing purchase transaction or purchase an offsetting position, it will be required to maintain the securities subject to the call, or the collateral underlying the put, even though it might not be advantageous to do so, until a closing transaction can be entered into (or the option is exercised or expires).
Among the possible reasons for the absence of a liquid secondary market on an exchange are: (a) insufficient trading interest in certain options; (b) restrictions on transactions imposed by an exchange; (c) trading halts, suspensions or other restrictions imposed with respect to particular classes or series of options or underlying securities; (d) interruption of the normal operations on an exchange; (e) inadequacy of the facilities of an exchange or the OCC or other relevant clearing corporation to handle current trading volume; or (f) a decision by one or more exchanges to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options on that exchange that had been issued by the relevant clearing corporation as a result of trades on that exchange would generally continue to be exercisable in accordance with their terms.
In the event of the bankruptcy of a broker through which a Fund engages in transactions in options, the Fund could experience delays and/or losses in liquidating open positions purchased or sold through the broker and/or incur a loss of all or part of its margin deposits with the broker. Similarly, in the event of the bankruptcy of the writer of an OTC Option purchased by a Fund, the Fund could experience a loss of all or part of the value of the option. Transactions are entered into by a Fund only with brokers or financial institutions deemed creditworthy by the Funds management.
Each of the exchanges has established limitations governing the maximum number of options on the same underlying security or futures contract (whether or not covered) which may be written by a single investor, whether acting alone or in concert with others (regardless of whether such options are written on the same or different exchanges or are held or written on one or more accounts or through one or more brokers). An exchange may order the liquidation of positions found to be in violation of these limits and it may impose other sanctions or restrictions. These position limits may restrict the number of listed options which a Fund may write.
The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the option markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the option markets.
Swap Agreements Risk. Whether a Funds use of swap agreements will be successful in furthering its investment objective will depend on the ability of the Advisor to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Because bilateral swaps are two-party contracts and because they may have terms of greater than seven days, these agreements may be considered to be illiquid investments. Illiquidity may make it more difficult for a Fund to enter or close swap transactions at opportune times, which could cause the Fund to lose value or forgo advantageous investment positions. Similarly, swap agreements can be complex and difficult to price objectively. Moreover, a Fund bears the risk of loss of the amount expected to be received under a bilateral swap agreement in the event of the default or bankruptcy of the swap agreement counterparty. As a result of new rules adopted in 2012, certain standardized swaps are currently subject to mandatory central clearing. Central clearing is designed to decrease counterparty risk and increase liquidity, as compared to bilateral swaps. However, central clearing does not eliminate such risks. Further, central clearing may require a Fund to post margin that may be greater than the collateral that would have been required under a bilateral agreement. A Fund will enter into uncleared swap agreements only with counterparties that meet certain standards for creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Funds repurchase agreement guidelines). Certain restrictions imposed on the Funds by the Code may limit a Funds ability to use swap agreements. It is possible that future developments in the swap market, including potential government regulation, could adversely affect a Funds ability to terminate existing swap agreements, realize amounts to be received under such agreements, make full use of swaps transactions, or otherwise profit from such agreements. In addition, swaps may also subject a Fund to leveraging risk by exposing the Fund to potential profits and losses based on the full notional amount underlying the swap with through just a small initial investment. A Funds use of leverage may reduce the Funds returns and increase its volatility.
Developing or Emerging Market Countries Risk
Investing in securities of developing or emerging market countries involves certain risks, and considerations, including those set forth below, which are not typically associated with investing in the United States or other developed countries.
Political and economic structures in many developing or emerging markets countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristics of more developed countries. Some of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies.
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The securities markets of developing or emerging market countries are substantially smaller, less developed, less liquid and more volatile than the major securities markets in the United States and other developed nations. The limited size of many developing or emerging securities markets and limited trading volume in issuers compared to volume of trading in U.S. securities or securities of issuers in other developed countries could cause prices to be erratic for reasons apart from factors that affect the quality of the securities. For example, limited market size may cause prices to be unduly influenced by traders who control large positions. Adverse publicity and investors perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of portfolio securities, especially in these markets.
In addition, developing or emerging market countries exchanges and broker-dealers are generally subject to less government and exchange regulation than their counterparts in developed countries. Brokerage commissions, dealer concessions, custodial expenses and other transaction costs may be higher in developing or emerging markets than in developed countries. As a result, Funds investing in developing or emerging market countries have operating expenses that are expected to be higher than other funds investing in more established market regions.
Many of the developing or emerging market countries may be subject to greater degree of economic, political and social instability than is the case in the United States, Canada, Australia, New Zealand, Japan and Western European and certain Asian countries. Such instability may result from, among other things, (i) popular unrest associated with demands for improved political, economic and social conditions, and (ii) internal insurgencies. Such social, political and economic instability could disrupt the financial markets in which the Funds invest and adversely affect the value of the Funds assets. Economies in developing or emerging market countries may also be more susceptible to natural and man-made disasters, such as earthquakes, tsunamis, terrorist attacks, or adverse changes in climate or weather. In addition, many developing or emerging market countries with less established health care systems have experienced outbreaks of pandemic or contagious diseases from time to time, including, but not limited to, coronavirus, Ebola, Zika, avian flu, severe acute respiratory syndrome, and Middle East Respiratory Syndrome. The risks of such phenomena and resulting social, political, economic and environmental damage cannot be quantified. These events can exacerbate market volatility as well as impair economic activity, which can have both short- and immediate-term effects on the valuations of the companies and issuers in which the Funds invest.
In certain developing or emerging market countries governments participate to a significant degree, through ownership or regulation, in their respective economies. Action by these governments could have a significant adverse effect on market prices of securities and payment of dividends. In addition, most developing or emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation. Inflation and rapid fluctuation in inflation rates have had and may continue to have very negative effects on the economies and securities markets of certain developing or emerging market countries.
Many developing and emerging market countries are highly dependent on the sale of commodities. The value of various commodities has declined recently, and can be volatile. Commodities markets can affect general economic conditions in those countries as well as specific companies.
Many of the currencies of developing or emerging market countries have experienced devaluations relative to the U.S. dollar, and major devaluations have historically occurred in certain countries. Any devaluations in the currencies in which portfolio securities are denominated will have a detrimental impact on those Funds investing in developing or emerging market countries. Many developing or emerging market countries are experiencing currency exchange problems. Countries have and may in the future impose foreign currency controls and repatriation control.
Special Considerations Regarding China. Investments in companies located or operating in China, including Hong Kong, involve risks not typically associated with investments in Western nations, such as nationalization, expropriation, or confiscation of property; difficulty in obtaining and/or enforcing judgments; alteration or discontinuation of economic reforms; military conflicts, either internal or with other countries; inflation, currency fluctuations and fluctuations in inflation and interest rates that may have negative effects on the economy and securities markets of China; and Chinas dependency on the economies of other Asian countries, many of which are developing countries. Further, health events, such as the recent coronavirus outbreak, may continue to cause uncertainty and volatility in the Chinese economy. Certain securities issued by companies located or operating in China, such as China A-shares, are subject to trading restrictions, quota limitations, and clearing and settlement risks. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities, or as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate. A Fund may be forced to sell these restricted or illiquid securities and incur a loss as a result. Export growth continues to be a major driver of Chinas rapid economic growth; a reduction in spending on Chinese products and services, the institution of tariffs or other trade barriers (or the threat thereof), or a downturn in any of the economies of Chinas key trading partners may have an adverse impact on the Chinese economy. The current political climate has intensified concerns about trade tariffs and a potential trade war between the United States and certain foreign countries, including China. These consequences may trigger a significant reduction in international trade, shortages or oversupply of certain manufactured goods, substantial price increases or decreases of goods, inflationary pressures, and possible failure of individual companies and/or large segments of the foreign export industry with a potentially negative impact to a Fund, regardless of whether the Fund invests directly in companies located or operating in China.
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In addition, the political reunification of China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue that has included threats of invasion by China. Political or economic disturbances (including an attempted unification of Taiwan by force), as well as any economic sanctions implemented in response, may have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and Taiwan impractical or impossible. Any escalation of hostility between China and/or Taiwan would likely have a significant adverse impact on the value of investments in both countries and on economies, markets and individual securities globally.
Certain of the Funds may invest a significant portion of their assets in issuers based in or operating in China. These Funds may gain exposure to certain operating companies in China through legal structures known as variable interest entities (VIEs). In China, ownership of companies in certain sectors by non-Chinese individuals and entities (including U.S. persons and entities, such as the Funds) is prohibited. To facilitate indirect non-Chinese investment, many China-based operating companies have created VIE structures. In a VIE structure, a China-based operating company establishes an entity outside of China that enters into service and other contracts with the China-based operating company. Shares of the entities established outside of China are often listed and traded on an exchange. Non-Chinese investors (such as a Fund) hold equity interests in the entities established outside of China rather than directly in the China-based operating companies. This arrangement allows U.S. investors to obtain economic exposure to the China-based operating company through contractual means rather than through formal equity ownership. An investment in a VIE structure subjects a Fund to the risks associated with the underlying China-based operating company. In addition, a Fund may be exposed to certain associated risks, including the risks that: the Chinese government could subject the China-based operating company to penalties, revocation of business and operating licenses or forfeiture of ownership interests; the Chinese government may outlaw the VIE structure, which could cause an uncertain negative impact to existing investors in the VIE structure; if the contracts underlying the VIE structure are not honored by the China-based operating company or if there is otherwise a dispute, the contracts may not be enforced by Chinese courts; and shareholders of the China-based operating company may leverage the VIE structure to their benefit and to the detriment of the investors in the VIE structure. If any of these actions were to occur, the market value of a Funds investments in VIEs would likely fall, causing investment losses, which could be substantial, for the Fund.
Special Considerations Regarding India. The Indian government has exercised, and continues to exercise, significant influence over many aspects of the Indian economy. Foreign investment in the securities of issuers in India is usually restricted or controlled to some degree. In addition, the availability of financial instruments with exposure to Indian financial markets may be substantially limited by restrictions on foreign investors. In India, only certain foreign entities are permitted to invest in exchange-traded securities, subject to the conditions specified in Indian guidelines and regulations. There can be no assurance that these investment control regimes will not change in a way that makes it more difficult or impossible for the Fund to reach its investment objective or repatriate its income, gains and initial capital from India. The Fund may gain exposure to certain operating companies in India through participatory notes. See Participatory Notes below.
A high proportion of the shares of many Indian issuers are held by a limited number of persons or entities, which may limit the number of shares available for investment by the Fund. In addition, further issuances (or the perception that such issuances may occur) of securities by Indian issuers in which the Fund has invested could dilute the earnings per share of the Funds investment and could adversely affect the market price of such securities. Sales of securities by such issuers major shareholders, or the perception that such sales may occur, may also significantly and adversely affect the market price of such securities and, in turn, the Funds investment. A limited number of issuers represent a disproportionately large percentage of market capitalization and trading value. The limited liquidity of the Indian securities markets may also affect the Funds ability to acquire or dispose of securities at the price and time that it desires.
Certain sectors, such as telecommunications or banking, have restrictions that limit foreign investment above a specified percentage (or require regulatory approval to exceed that percentage). In addition, Indian takeover regulations contain certain provisions that may delay, deter, or prevent a future takeover or change in control of Indian companies. Those regulations may discourage or prevent a third-party from acquiring control of an Indian company, even if a change in control would result in the purchase of equity shares of such company at a premium to the market price or would otherwise be beneficial to the Fund. Certain reports also are required to be made upon reaching the specified levels under the Indian takeover regulations. Because FPIs are required to report the acquisition or divestment of shares of Indian companies with Indian regulators upon crossing certain thresholds, the Fund may be required to submit reports in accordance with applicable laws.
The ability of the Fund to invest in Indian securities, exchange Indian rupees into U.S. dollars and repatriate investment income, capital and proceeds of sales realized from their investments in Indian securities is subject to the Indian Foreign Exchange Management Act, 1999, and the rules, regulations and notifications issued thereunder. There can be no assurance that the Indian government in the future, whether for purposes of managing its balance of payments or for other reasons, will not impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to foreign institutional investors in such a way that may adversely affect the ability of the Fund to repatriate their income and capital. Such conditions or modifications may prompt the Board of Trustees of the Trust (the Board of Trustees or the Board) to suspend redemptions of the Funds shares for up to the period allowed by the 1940 Act, which is seven days, except in certain limited circumstances. If for any reason the Fund
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is unable, through borrowing or otherwise, to distribute an amount equal to substantially all of its investment company taxable income (as defined for U.S. tax purposes, without regard to the deduction for dividends paid) within the applicable time periods, the Fund would cease to qualify for the favorable tax treatment afforded to regulated investment companies under the Code.
Religious and border disputes persist in India. Moreover, India has from time to time experienced civil unrest and hostilities with neighboring countries such as Pakistan. Both India and Pakistan have tested nuclear arms, and the threat of deployment of such weapons could hinder development of the Indian economy. Escalating tensions between India and Pakistan could impact the broader region. The Indian government has confronted separatist movements in several Indian states. The longstanding dispute with Pakistan over the bordering Indian state of Jammu and Kashmir, a majority of whose population is Muslim, remains unresolved. Recent attacks by terrorists believed to be based in Pakistan against India have further damaged relations between the two countries. If the Indian government is unable to control the violence and disruption associated with these tensions, the results could destabilize the economy and, consequently, adversely affect the Funds investments.
Exchange-Traded Notes Risk
The value of an exchange-traded note (ETN) will change as the value of the market benchmark or strategy fluctuates. If, for example, a commodity-linked ETN is purchased, its value will fluctuate because the value of the underlying commodity to which it is linked fluctuates with market conditions. The prices of the market benchmark are determined based on a variety of market and economic factors and may change unpredictably, affecting the value of the underlying benchmark and, consequently, the value of the ETN.
ETNs are fully exposed to any decline in the level of the underlying market benchmark. If the value of the underlying market benchmark decreases, or does not increase by an amount greater than the aggregate investor fee applicable to the ETN, a Fund will receive less than its original investment in the ETN upon maturity or early redemption and could lose up to 100% of the original principal amount. Investors in ETNs do not receive any periodic interest payments.
ETNs are subject to illiquidity risk. The issuer of an ETN may restrict the ETNs redemption amount or its redemption date. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing and there can be no assurance that a secondary market will exist for an ETN.
Because ETNs are unsecured debt securities, they are subject to risk of default by the issuing bank or other financial institution (i.e., counterparty risk). In addition, the value of an ETN may decline due to downgrade in the issuers credit rating despite that there is no change in the underlying market benchmark.
ETNs are also subject to tax risk. No assurance can be given that the IRS will accept, or a court will uphold, how the Funds characterize and treat ETNs for tax purposes. Further, the IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs.
Foreign Currency Risk
Because foreign securities generally are denominated and pay dividends or interest in foreign currencies, the value of the net assets (as measured in United States dollars) of those Funds that invest in foreign securities will be affected favorably or unfavorably by changes in exchange rates. Generally, currency exchange transactions will be conducted on a spot (i.e., cash) basis at the spot rate prevailing in the currency exchange market. The cost of currency exchange transactions will generally be the difference between the bid and offer spot rate of the currency being purchased or sold. In order to protect against uncertainty in the level of future foreign currency exchange rates, the Funds are authorized to enter into certain foreign currency future and forward contracts. However, it is not obligated to do so and, depending on the availability and cost of these devices, the Funds may be unable to use them to protect against currency risk. While foreign currency future and forward contracts may be available, the cost of these instruments may be prohibitively expensive so that the Funds may not to be able to effectively use them.
Foreign Securities Risk
Investment in foreign securities involves special risks in addition to the usual risks inherent in domestic investments. These include: political or economic instability; the unpredictability of international trade patterns; the possibility of foreign governmental actions such as expropriation, nationalization or confiscatory taxation; the imposition or modification of foreign currency or foreign investment controls; the imposition of withholding taxes on dividends, interest and gains; price volatility; and fluctuations in currency exchange rates. As compared to companies located in the United States, foreign issuers generally disclose less financial and other information publicly and are subject to less stringent and less uniform accounting, auditing and financial reporting standards. Foreign countries typically impose less thorough regulations on brokers, dealers, stock exchanges, insiders and listed companies than does the United States, and foreign securities markets may be less liquid and more volatile than domestic markets. Investment in foreign securities involves higher costs than investment in U.S. securities, including higher transaction and custody costs as well as the imposition of additional taxes by foreign governments. In addition, security trading practices abroad may offer less protection to
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investors such as the Funds. Settlement of transactions in some foreign markets may be delayed or may be less frequent than in the U.S., which could affect the liquidity of each Funds portfolio. Also, it may be more difficult to obtain and enforce legal judgments against foreign corporate issuers than against domestic issuers and it may be impossible to obtain and enforce judgments against foreign governmental issues.
The European financial markets have continued to experience volatility because of concerns about economic downturns and about high and rising government debt levels of several countries in the European Union (the EU) and Europe generally. These events have adversely affected the exchange rate of the Euro and the European securities markets, and may spread to other countries in Europe, including countries that do not use the Euro. These events may affect the value and liquidity of certain of the Funds investments. Responses to the financial problems by EU governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world.
On January 31, 2020, the United Kingdom (U.K.) officially withdrew from the EU (a process now commonly referred to as Brexit). Certain aspects of the relationship between the U.K. and EU remain unresolved and subject to further negotiation and agreement. Consequently, there remains uncertainty as to the scope, nature and terms of the relationship between the U.K. and the EU and the long-term effect and implications of Brexit. The actual and potential consequences of Brexit, and the associated uncertainty, have adversely affected, and for the foreseeable future may continue to adversely affect, economic and market conditions in the U.K., in the EU and its member states and elsewhere, and may also contribute to uncertainty and instability in global financial markets. This uncertainty may, at any stage, adversely affect a Fund and its investments. There may be detrimental implications for the value of a Funds investments and/or its ability to implement its investment program. Secessionist movements, such as the Catalan movement in Spain and the independence movement in Scotland, as well as governmental or other responses to such movements, may also create instability and uncertainty in the region. In addition, the national politics of countries in the EU have been unpredictable and subject to influence by disruptive political groups and ideologies. The governments of EU countries may be subject to change and such countries may experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. The occurrence of terrorist incidents throughout Europe could also impact financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect the value and liquidity of the Funds investments.
Russias invasion of Ukraine in February 2022, the resulting responses by the U.S. and other countries, and the potential for wider conflict, have increased and may continue to increase volatility and uncertainty in financial markets worldwide. The U.S. and other countries have imposed broad-ranging economic sanctions on Russia and Russian entities and individuals, and may impose additional sanctions, including on other countries that provide military or economic support to Russia. These sanctions, among other things, restrict companies from doing business with Russia and Russian issuers, and may adversely affect companies with economic or financial exposure to Russia and Russian issuers. The extent and duration of Russias military actions and the repercussions of such actions are not known. The invasion may widen beyond Ukraine and may escalate, including through retaliatory actions and cyberattacks by Russia and even other countries. These events may result in further and significant market disruptions and may adversely affect regional and global economies including those of Europe and the U.S. Certain industries and markets, such as those involving oil, natural gas and other commodities, as well as global supply chains, may be particularly adversely affected. Whether or not a Fund invests in securities of issuers located in Russia, Ukraine and adjacent countries or with significant exposure to issuers in these countries, these events could negatively affect the value and liquidity of a Funds investments.
Recently, the Israel-Hamas war and armed conflict among other militant groups in the Middle East have resulted in significant loss of life and increased volatility in the region. The ongoing conflicts between Israel, Hamas and other militant groups and the involvement of the United States and other countries could present material uncertainty and risk with respect to a Funds performance and ability to achieve its investment objective. The extent and duration of the military action and any market disruptions are impossible to predict but could be substantial.
In addition, the political reunification of China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue that has included threats of invasion by China. Political or economic disturbances (including an attempted unification of Taiwan by force), as well as any economic sanctions implemented in response, may have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and Taiwan impractical or impossible. Any escalation of hostility between China and/or Taiwan would likely have a significant adverse impact on the value of investments in both countries and on economies, markets, and individual securities globally, which could negatively affect the value and liquidity of a Funds investments.
Furthermore, the current political climate has intensified concerns about trade tariffs and a potential trade war between the United States and certain foreign countries, including China, Mexico, and Canada, among others. These consequences may trigger a significant reduction in international trade, shortages or oversupply of certain manufactured goods, substantial price increases or decreases of goods, inflationary pressures, and possible failure of individual companies and/or large segments of the foreign export industry with a potentially negative impact to a Fund, regardless of whether the Fund invests directly in foreign securities.
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General Risk
Various market risks can affect the price or liquidity of an issuers securities in which a Fund may invest. Returns from the securities in which a Fund invests may underperform returns from the various general securities markets or different asset classes. Different types of securities tend to go through cycles of outperformance and underperformance in comparison to the general securities markets. Adverse events occurring with respect to an issuers performance or financial position can depress the value of the issuers securities. The liquidity in a market for a particular security will affect its value and may be affected by factors relating to the issuer, as well as the depth of the market for that security. Other market risks that can affect value include a markets current attitudes about type of security, market reactions to political or economic events, including litigation, tax and regulatory effects (including lack of adequate regulations for a market or particular type of instrument).
Instability in the financial markets has led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Federal, state, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the securities in which a Fund invests or the issuers of such securities in ways that are unforeseeable. Legislation or regulation may also change the way in which the Funds are regulated. Such legislation or regulation could limit or preclude a Funds ability to achieve its investment objective.
The Funds are also subject to investment and operational risks associated with financial, economic and other global market developments and disruptions, including those arising from war, terrorism, market manipulation, government interventions, defaults and shutdowns, political changes or diplomatic developments, public health emergencies (such as the spread of infectious diseases, pandemics and epidemics) and natural/environmental disasters, which can all negatively impact the securities markets and cause a Fund to lose value. These events can also impair the technology and other operational systems upon which the Funds service providers, including the Advisor, rely, and could otherwise disrupt the Funds service providers ability to fulfill their obligations to the Funds.
High Yield Securities Risk
Securities rated below investment grade are commonly known as junk bonds and have speculative characteristics. A Fund may invest in below investment grade securities, and a portion of the convertible securities acquired by a Fund may be rated below investment grade.
High yield securities or junk bonds can be classified into two categories: (a) securities issued without an investment grade rating and (b) securities whose credit ratings have been downgraded below investment grade because of declining investment fundamentals. The first category includes securities issued by emerging credit companies and companies which have experienced a leveraged buyout or recapitalization. Although the small and medium size companies that constitute emerging credit issuers typically have significant operating histories, these companies generally do not have strong enough operating results to secure investment grade ratings from the rating agencies. In addition, in recent years there has been a substantial volume of high yield securities issued by companies that have converted from public to private ownership through leveraged buyout transactions and by companies that have restructured their balance sheets through leveraged recapitalizations. High yield securities issued in these situations are used primarily to pay existing stockholders for their shares or to finance special dividend distributions to shareholders. The indebtedness incurred in connection with these transactions is often substantial and, as a result, often produces highly leveraged capital structures which present special risks for the holders of such securities. Also, the market price of such securities may be more volatile to the extent that expected benefits from the restructuring do not materialize. The second category of high yield securities consists of securities of former investment grade companies that have experienced poor operating performance due to such factors as cyclical downtrends in their industry, poor management or increased foreign competition.
Generally, lower-rated debt securities provide a higher yield than higher-rated debt securities of similar maturity but are subject to greater risk of loss of principal and interest than higher-rated securities of similar maturity. They are generally considered to be subject to greater risk than securities with higher ratings particularly in the event of a deterioration of general economic conditions. The lower ratings of the high yield securities which the Funds will purchase reflect a greater possibility that the financial condition of the issuers, or adverse changes in general economic conditions, or both, may impair the ability of the issuers to make payments of principal and interest. The market value of a single lower-rated debt security may fluctuate more than the market value of higher-rated securities, since changes in the creditworthiness of lower-rated issuers and in market perceptions of the issuers creditworthiness tend to occur more frequently and in a more pronounced manner than in the case of higher-rated issuers. High yield debt securities also tend to reflect individual corporate developments to a greater extent than higher-rated securities. The securities in which the Funds invest are frequently subordinated to senior indebtedness.
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The economy and interest rates affect high yield securities differently from other securities. The prices of high yield bonds have been found to be less sensitive to interest rate changes than higher-rated investments, but more sensitive to adverse economic changes or individual corporate developments. During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress, which would adversely affect their ability to service their principal and interest payment obligations, to meet projected business goals, and to obtain additional financing. If the issuer of a bond owned by a Fund defaults, the Fund may incur additional expenses to seek recovery. In addition, periods of economic uncertainty and changes can be expected to result in increased volatility of market prices of high yield bonds and a Funds asset value. Furthermore, the market prices of high yield bonds structured as zero coupon or pay-in-kind securities are affected to a greater extent by interest rate changes and thereby tend to be more volatile than securities which pay interest periodically and in cash.
To the extent there is a limited retail secondary market for particular high yield bonds, these bonds may be thinly-traded and a Fund may lose value on its investments in high yield bonds or receive an inaccurate valuation because there is less reliable, objective data available. In addition, a Funds ability to acquire or dispose of the bonds may be negatively-impacted. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield bonds, especially in a thinly-traded market. To the extent a Fund owns or may acquire illiquid or restricted high yield bonds, these securities may involve special registration responsibilities, liabilities and costs, and liquidity and valuation difficulties.
Special tax considerations are associated with investing in lower rated debt securities structured as zero coupon or pay-in-kind securities. The Funds accrue income on these securities prior to the receipt of cash payments. A Fund must distribute substantially all of its income to its shareholders to qualify for pass-through treatment under the tax laws and may, therefore, have to dispose of its portfolio securities to satisfy distribution requirements.
Additionally, investments in debt obligations that are at risk of default or in default present tax issues for a Fund. Tax rules are not entirely clear about issues such as whether and to what extent a Fund should recognize market discount on a debt obligation, when a Fund may cease to accrue interest, original issue discount or market discount, when and to what extent a Fund may take deductions for bad debts or worthless securities and how a Fund should allocate payments received on obligations in default between principal and income. These and other related issues must be addressed by a Fund to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Underwriting and dealer spreads associated with the purchase of lower rated bonds are typically higher than those associated with the purchase of high grade bonds.
Increased Reliance on Data Analytics Risk
In recent years, the asset management business has become increasingly dependent on data analytics to support portfolio management, investment operations and compliance. The Advisors regulators have also substantially increased the extent and complexity of the data analytic component of compliance requirements. A failure to source accurate data from third parties or to correctly analyze, integrate or apply data could result in operational, trade or compliance errors, could cause portfolio losses, and could lead to regulatory concerns.
Large Shareholder Redemption Risk
Certain account holders may from time to time own (beneficially or of record) or control a significant percentage of a Funds shares. Redemptions by these account holders of their shares in a Fund may impact the Funds liquidity and net asset value. These redemptions may also force a Fund to sell securities, which may negatively impact the Funds brokerage and tax costs.
Mortgage-Backed Securities Risk
Credit and Market Risks of Mortgage-Backed Securities. Investments in fixed rate and floating rate mortgage-backed securities will entail normal credit risks (i.e., the risk of non-payment of interest and principal) and market risks (i.e., the risk that interest rates and other factors will cause the value of the instrument to decline). Many issuers or servicers of mortgage-backed securities guarantee timely payment of interest and principal on the securities, whether or not payments are made when due on the underlying mortgages. This kind of guarantee generally increases the quality of a security, but does not mean that the securitys market value and yield will not change. Like other bond investments, the value of fixed rate mortgage-backed securities will tend to rise when interest rates fall, and fall when rates rise. Floating rate mortgage-backed securities will generally tend to have minimal changes in price when interest rates rise or fall. The value of all mortgage-backed securities may also change because of changes in the markets perception of the creditworthiness of the organization that issued or guarantees them. In addition, the mortgage-backed securities market in general may be adversely affected by changes in governmental legislation or regulation. Fluctuations in the market value of mortgage-backed securities after their acquisition usually do not affect cash income from such securities but are reflected in each Funds net asset value. The liquidity of mortgage-backed securities varies by type of security; at certain times a Fund may encounter difficulty in disposing of investments. Other factors that could affect the value of a mortgage-backed security include, among other things, the types and amounts of insurance which a mortgagor carries, the amount of time the mortgage loan has been outstanding, the loan-to-value ratio of each mortgage and the amount of overcollateralization of a mortgage pool.
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Prepayment and Redemption Risk of Mortgage-Backed Securities. Mortgage-backed securities reflect an interest in monthly payments made by the borrowers who receive the underlying mortgage loans. Although the underlying mortgage loans are for specified periods of time, such as 20 or 30 years, the borrowers can, and typically do, pay them off sooner. In such an event, the mortgage-backed security which represents an interest in such underlying mortgage loan will be prepaid. A borrower is more likely to prepay a mortgage which bears a relatively high rate of interest. This means that in times of declining interest rates, a portion of a Funds higher yielding securities are likely to be redeemed and the Fund will probably be unable to replace them with securities having as great a yield. Prepayments can result in lower yields to shareholders. The increased likelihood of prepayments when interest rates decline also limits market price appreciation of mortgage-backed securities. In addition, a mortgage-backed security may be subject to redemption at the option of the issuer. If a mortgage-backed security held by a Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, which could have an adverse effect on the Funds ability to achieve its investment objective.
Collateralized Mortgage Obligations. There are certain risks associated specifically with CMOs. CMOs issued by private entities are not obligations issued or guaranteed by the United States Government, its agencies or instrumentalities and are not guaranteed by any government agency, although the securities underlying a CMO may be subject to a guarantee. Therefore, if the collateral securing the CMO, as well as any third party credit support or guarantees, is insufficient to make payment, the holder could sustain a loss. In addition, the average life of CMOs is determined using mathematical models that incorporate prepayment assumptions and other factors that involve estimates of future economic and market conditions. These estimates may vary from actual future results, particularly during periods of extreme market volatility. Further, under certain market conditions, such as those that occurred in 1994 and 2008, the average weighted life of certain CMOs may not accurately reflect the price volatility of such securities. For example, in periods of supply and demands imbalances in the market for such securities and/or in periods of sharp interest rate movements, the prices of CMOs may fluctuate to a greater extent than would be expected from interest rate movements alone.
Stripped Mortgage Securities. These investments are highly sensitive to changes in interest and prepayment rates and tend to be less liquid than other CMOs.
Inverse Floaters. Inverse floaters are a class of CMOs with a coupon rate that resets in the opposite direction from the market rate of interest to which it is indexed such as SOFR or COFI. Any rise in the index rate (as a consequence of an increase in interest rates) causes a drop in the coupon rate of an inverse floater. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher degree of leverage inherent in inverse floaters is associated with greater volatility in their market prices.
Adjustable Rate Mortgages. Adjustable rate mortgages (ARMs) contain maximum and minimum rates beyond which the mortgage interest rate may not vary over the lifetime of the security. In addition, certain ARMs provide for additional limitations on the minimum amount by which the mortgage interest rate may adjust for any single adjustment period. Alternatively, certain ARMs contain limitations on changes in the required monthly payment. In the event that a monthly payment is not sufficient to pay the interest accruing on an ARM, any such excess interest is added to the principal balance of the mortgage loan, which is repaid through future monthly payments. If the monthly payment for such an instrument exceeds the sum of the interest accrued at the applicable mortgage interest rate and the principal payment required at such point to amortize the outstanding principal balance over the remaining term of the loan, the excess is utilized to reduce the then outstanding principal balance of the ARM.
Mortgage Dollar Rolls Risk
Mortgage dollar rolls involve the risk that the market value of the securities a Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, a Funds use of proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities. Mortgage dollar rolls are speculative techniques involving leverage, and are considered borrowings by a Fund. Under the requirements of the 1940 Act, a Fund is required to maintain an asset coverage (including the proceeds of the borrowings) of a least 300% of all borrowings. None of the Funds authorized to utilize these instruments expects to engage in reverse repurchase agreements or mortgage dollar rolls (together with other borrowings of the Fund) with respect to greater than 30% of the Funds total assets.
Participatory Notes Risk
Participatory notes or P-notes are issued by banks or broker-dealers (often associated with non-U.S.-based brokerage firms) and are designed to replicate the performance of certain securities or markets. Typically, purchasers of P-notes are entitled to a return measured by the change in value of an identified underlying security or basket of securities. The price, performance, and liquidity of the P-note are all linked directly to the underlying security. The holder of a P-note note may be entitled to receive any dividends paid in connection with the underlying security, which may increase the return of a P-note, but typically does not receive voting or other rights as it would if it directly owned the underlying security. The Funds ability to redeem or exercise a P-note generally is dependent on the liquidity in the local trading market for the security underlying the note. P-notes are commonly used when a direct investment in the underlying security is restricted due to country-specific regulations.
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P-notes are a type of equity-linked derivative, which are generally traded over-the-counter and, therefore, will be subject to the same risks as other over-the-counter derivatives. The performance results of P-notes will not replicate exactly the performance of the securities or markets that the notes seek to replicate due to transaction costs and other expenses. Investments in P-notes involve the same risks associated with a direct investment in the shares of the companies the notes seek to replicate. P-notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them. Consequently, a purchaser of a P-note is relying on the creditworthiness of such banks or broker-dealers and has no rights under the note against the issuer of the security underlying the note. In addition, there is no guarantee that a liquid market for a P-note will exist or that the issuer of the note will be willing to repurchase the note when the Fund wishes to sell it. Because a P-note is an obligation of the issuer of the note, rather than a direct investment in shares of the underlying security, the Fund may suffer losses potentially equal to the full value of the P-note if the issuer of the note fails to perform its obligations.
Ratings Categories Risk
A description of the rating categories as published by Moodys and S&P is set forth in Appendix A to this SAI. Ratings assigned by Moodys and/or S&P to securities acquired by a Fund reflect only the views of those agencies as to the quality of the securities they have undertaken to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute standards of quality. There is no assurance that a rating assigned initially will not change. A Fund may retain a security whose rating has changed or has become unrated.
Repurchase Agreements Risk
In the event of a default or bankruptcy by a selling financial institution under a repurchase agreement, a Fund will seek to sell the underlying security serving as collateral. However, this could involve certain costs or delays, and, to the extent that proceeds from any sale were less than the repurchase price, the Fund could suffer a loss. Each Fund follows procedures designed to minimize the risks associated with repurchase agreements, including effecting repurchase transactions only with large, well-capitalized and well-established financial institutions and specifying the required value of the collateral underlying the agreement.
Restricted Securities Risk
Certain Funds may acquire securities through private placements. These securities are typically sold directly to a small number of investors, usually institutions or mutual funds. Unlike public offerings, such securities are not registered under the federal securities laws. Although certain of these securities may be readily sold, others may be illiquid, and their sale may involve substantial delays and additional costs.
In addition, certain Funds may also invest in securities sold pursuant to Rule 144A under the Securities Act. Rule 144A permits the Funds to sell restricted securities to qualified institutional buyers without limitation. However, investing in Rule 144A securities could have the effect of increasing the level of a Funds illiquidity to the extent the Fund, at a particular point in time, may be unable to find qualified institutional buyers interested in purchasing such securities.
Restricted securities, including private placements, are subject to legal and contractual restrictions on resale. This may have an adverse effect on their marketability, and may prevent a Fund from disposing of them promptly at reasonable prices. A Fund may have to bear the expense of registering such securities for resale and the risk of substantial delays in effecting such registration.
The Advisor, pursuant to procedures adopted by the Board of Directors, will make a determination as to the liquidity of each private placement or restricted security purchased by a Fund. If such security is determined to be liquid, it will not be included within the category illiquid securities, which under each Funds current policies may not exceed 15% of the Funds net assets. To the extent a Fund owns private placements or restricted securities, these securities may involve liquidity and valuation difficulties. At times of less liquidity, it may be more difficult to value these securities because this valuation may require more research and elements of judgment may play a greater role in the valuation since there is less reliable, objective data available. Securities that are not readily marketable will be valued by a Fund pursuant to procedures adopted by the Board of Directors.
Reverse Repurchase Agreements Risk
Reverse repurchase agreements involve the risk that the market value of the securities a Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Funds use of proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities. Reverse repurchase agreements are speculative techniques involving leverage, and are considered borrowings by a Fund. Under the requirements of the 1940 Act, a Fund is required to maintain an asset coverage (including the proceeds of the borrowings) of a least 300% of all borrowings. None of the Funds authorized to utilize these instruments expects to engage in reverse repurchase agreements or mortgage dollar rolls (together with other borrowings of the Fund) with respect to greater than 30% of the Funds total assets.
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Stock Market Risk
Funds that invest in equity securities are subject to stock market risks and significant fluctuations in value. If the stock market declines in value, a Funds share price is likely to decline in value. A Funds focus on certain types of stocks (such as small or large cap) and style of investing (such as value or growth) subjects it to the risk that its performance may be lower than that of other types of equity funds that focus on other types of stocks or that have a broader investment style (such as general market).
Structured Notes Risk
Structured notes are debt obligations that also contain an embedded derivative component with characteristics that adjust the obligations risk/return profile. Generally, the performance of a structured note will track that of the underlying debt obligation and the derivative embedded within it. A Fund has the right to receive periodic interest payments from the issuer of the structured notes at an agreed-upon interest rate and a return of the principal at the maturity date.
Structured notes are typically privately negotiated transactions between two or more parties. A Fund bears the risk that the issuer of the structured note will default or become bankrupt. A Fund bears the risk of the loss of its principal investment and periodic interest payments expected to be received for the duration of its investment in the structured notes.
In the case of structured notes on credit default swaps, a Fund is also subject to the credit risk of the corporate credits underlying the credit default swaps. If one of the underlying corporate credits defaults, a Fund may receive the security that has defaulted, or alternatively a cash settlement may occur, and the Funds principal investment in the structured note would be reduced by the corresponding face value of the defaulted security.
A Fund may invest in equity-linked structured notes (which would be linked to an equity index). A highly liquid secondary market may not exist for the structured notes a Fund invests in, and there can be no assurance that a highly liquid secondary market will develop. The lack of a highly liquid secondary market may make it difficult for a Fund to sell the structured notes it holds at an acceptable price or accurately value such notes.
The market for structured notes may be, or suddenly can become, illiquid. The other parties to the transaction may be the only investors with sufficient understanding of the derivative to be interested in bidding for it. Changes in liquidity may result in significant, rapid, and unpredictable changes in the prices for structured notes. In certain cases, a market price for a credit-linked security may not be available. The collateral for a structured note may be one or more credit default swaps, which are subject to additional risks.
Temporary Defensive Positions Risk
The Advisor may temporarily invest up to 100% of a Funds assets in high quality short-term money market instruments if it believes adverse market, economic, political or other conditions, such as excessive volatility or sharp market declines, justify taking a defensive investment posture. If a Fund attempts to limit investment risk by temporarily taking a defensive investment position, it may be unable to pursue its investment objective during that time, and it may miss out on some or all of an upswing in the securities markets.
INTERFUND BORROWING AND LENDING
The SEC has issued an exemptive order permitting the Funds to borrow money from and lend money to each other, as well as other funds managed by the Advisor and Metropolitan West Asset Management, LLC, an affiliate of the Advisor. A Fund will borrow through the program only when the costs are equal to or lower than the cost of bank loans, and will lend through the program only when the returns are higher than those available from an investment in overnight repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one days notice. In addition, a Fund may participate in the program only if and to the extent that such participation is consistent with the Funds investment restrictions, policies, limitations and organizational documents. A borrowing Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment of an interfund borrowing to a lending Fund could result in lost investment opportunities or additional borrowing costs. The Board of Directors is responsible for overseeing and periodically reviewing the interfund lending program.
A Funds portfolio turnover rate is, in summary, the percentage computed by dividing the lesser of the Funds purchases or sales of securities (excluding short-term securities) by the average market value of that Fund. The Advisor intends to manage each Funds assets by buying and selling securities to help attain its investment objective. This may result in increases or decreases in a Funds current income available for distribution to its shareholders. While none of the Funds is managed with the intent of generating short-term capital gains, each of the Funds may dispose of investments (including money market instruments) regardless of the holding
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period if, in the opinion of the Advisor, an issuers creditworthiness or perceived changes in a companys growth prospects or asset value make selling them advisable. Such an investment decision may result in capital gains or losses and could result in a high portfolio turnover rate during a given period, resulting in increased transaction costs related to equity securities. Disposing of debt securities in these circumstances should not increase direct transaction costs since debt securities are normally traded on a principal basis without brokerage commissions. However, such transactions do involve a mark-up or markdown of the price.
The portfolio turnover rates of the Funds cannot be accurately predicted. Nevertheless, the annual portfolio turnover rates of certain of the Funds are generally not expected to exceed 100%. A 100% portfolio turnover rate would occur, for example, if all the securities in a Funds investment portfolio were replaced once in a period of one year. In addition, many of the Funds are underlying funds (Underlying Funds) of the TCW Conservative Allocation Fund, a separate investment series of the Corporation, and changes to the target allocations of the TCW Conservative Allocation Fund may result in the transfer of assets from one Underlying Fund to another. These changes, as well as changes in managers and investment personnel and reorganizations of the Underlying Funds, may result in the sale of portfolio securities, which may increase trading costs and the portfolio turnover and trigger negative tax consequences for the affected Underlying Funds. Each Funds portfolio turnover rates (rounded to a whole number) for the fiscal years ended October 31, 2024 and 2023 are shown in the table below. Variations in turnover rate may be due to market conditions, fluctuating volume of shareholder purchases and redemptions or changes in the Advisors investment outlook.
Turnover Rate | ||||||||
2024 | 2023 | |||||||
U.S. Equity Funds |
||||||||
TCW Concentrated Large Cap Growth Fund |
13 | % | 10 | % | ||||
TCW Relative Value Large Cap Fund |
40 | % | 20 | % | ||||
U.S. Fixed Income Funds |
||||||||
TCW Core Fixed Income Fund |
454 | % | 442 | % | ||||
TCW Securitized Bond Fund |
328 | % | 303 | % | ||||
International Funds |
||||||||
TCW Emerging Markets Income Fund |
107 | % | 152 | % | ||||
TCW White Oak Emerging Markets Equity Fund1 |
N/A | N/A |
1 | TCW White Oak Emerging Markets Equity Fund did not commence investment operations prior to October 31, 2024. |
The TCW Relative Value Large Cap Fund experienced significant variations in its portfolio turnover rates over the most recent two fiscal years. For the fiscal year ended October 31, 2024, the portfolio turnover rate for the TCW Relative Value Large Cap Fund increased to 40% as compared to 20% for the fiscal year ended October 31, 2023. This increase was due principally to the reorganization of TCW Relative Value Dividend Appreciation Fund into TCW Relative Value Large Cap Fund during the fiscal year ended October 31, 2024.
BROKERAGE ALLOCATION AND OTHER PRACTICES
The Advisor is responsible for the placement of the Funds (other than TCW White Oak Emerging Markets Equity Fund) portfolio transactions and the negotiation of prices and commissions, if any, with respect to such transactions. Debt, convertible and unlisted equity securities are generally purchased from a primary market maker acting as principal on a net basis without a stated commission but at prices generally reflecting a dealer spread. Listed equity securities are normally purchased through brokers in transactions executed on securities exchanges involving negotiated commissions. Debt, convertible and equity securities are also purchased in underwritten offerings at fixed prices which include discounts to underwriters and/or concessions to dealers. In placing a portfolio transaction, the Advisor seeks to obtain the best execution for the Funds, taking into account such factors as price (including the applicable dealer spread or commission, if any), size of order, difficulty of execution and operational facilities of the firm involved and the firms risk in positioning a block of securities.
Consistent with its policy of securing best execution, in selecting broker-dealers and negotiating any commissions or prices involved in Fund transactions, the Advisor considers the range and quality of the professional services provided by such firms. Brokerage services include the ability to most effectively execute large orders without adversely impacting markets and positioning securities in order to enable the Advisor to effect orderly purchases or sales for a Fund. Accordingly, transactions will not always be executed at the lowest available commission. In addition, the Advisor may effect transactions which cause a Fund to pay a commission in excess of a commission which another broker-dealer would have charged if the Advisor first determines that such commission is reasonable in relation to the value of the brokerage and research services provided by the broker-dealer. In some cases, research is provided directly by an executing broker-dealer and in other cases, research may be provided by third party research providers such as a non-executing third party broker-dealer or other third-party research service. Research services furnished by an executing broker-dealer or third-party research provider may be used in providing services for any or all of the clients of the Advisor, as well as clients of affiliated companies, and may be used in connection with accounts other than those which pay commissions to the broker-dealers providing the research services.
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The Advisor maintains internal allocation procedures to identify those direct research providers who provide it with research services and endeavors to place sufficient transactions with them to ensure the continued receipt of research services the Advisor believes are useful. The Advisors procedures also seek to compensate third party research providers that provide it with research by directing executing broker-dealers to cause payments to be made to third party research providers, either through cash payments from the executing broker or through the use of step out transactions. A step out transaction is a securities trade executed by the executing broker-dealer, but settled by the non-executing research broker-dealer permitting the non-executing research broker-dealer to share in the commission. The determination of the broker-dealers to whom commissions are directed generally is made using a system involving the Advisors Director of U.S. Equity Research, the Funds portfolio managers, and the Advisors analysts and is periodically reviewed by the Advisors trading committee. The Advisors Director of U.S. Equity Research coordinates the evaluation of broker-dealer research services in most instances, taking into account the views of the Advisors portfolio managers and analysts.
Research services include such items as reports on industries and companies, economic analyses, review of business conditions and portfolio strategy, analytic computer software, account performance services and various trading and/or quotation equipment. They also include advice from broker-dealers as to the value of securities and availability of securities, availability of buyers, and availability of sellers. In addition, they include recommendations as to purchase and sale of individual securities and timing of transactions. Sometimes the Advisor receives products or services from broker-dealers that are used for both research services and other purposes, such as corporate administration or marketing (mixed-use products or services). The Advisor makes a good faith effort to determine the relative proportions of mixed-use products or services that may be attributable to research services. The portion attributable to research services may be paid through the allocation of brokerage commissions, and the Advisor pays the non-research services in cash.
Debt and convertible securities are generally purchased from the issuer or a primary market maker acting as principal on a net basis with no brokerage commission paid by the client. Such securities, as well as equity securities, may also be purchased from underwriters at prices which include underwriting fees.
In an effort to achieve efficiencies in execution and reduce trading costs, the Advisor and its affiliates frequently (though not always) execute securities transactions on behalf of a number of accounts, which may include one or more of the Funds, at the same time, generally referred to as block trades. When executing block trades, securities are allocated using procedures that the Advisor considers fair and equitable. Allocation guidelines have been established for the Advisors Trading Department to follow in making allocation determinations. In some cases, various forms of pro-rata allocation are used and, in other cases, random allocation processes are used. Participation of an account in the allocation is based on considerations such as lot size, account size, diversification requirements and investment objectives, restrictions, time horizon, availability of cash, existing or targeted account weightings in particular securities, the amount of existing holdings (or substitutes) of the security in the account, and, when relevant, directed brokerage. In connection with certain purchase or sale programs, and in other circumstances if practicable, if multiple trades for a specific security are made with the same broker in a single day, those securities are allocated to accounts based on a weighted average purchase or sale price.
In determining whether accounts are eligible to participate in any type of initial public offering, the Advisor considers such factors as lot size, account size, diversification requirements and investment objectives, restrictions, time horizon, availability of cash, existing or targeted account weightings in particular securities, and the amount of existing holdings (or substitutes) of the security in the account. For initial public offerings of equities, the Advisor generally shares allocations in a pro rata fashion based upon assets under management for those accounts eligible to participate in the initial public offering. For equity offerings, an exception may be made when the allocation is so small that it may create transaction costs that diminish the benefit of the trade or it would be unreasonably minimal relative to the size of the account. The Advisor will use its best judgment to make a fair and equitable allocation, which may include, among other things, consideration of allocating to underperforming accounts or accounts where smaller lot sizes would be reasonable.
To the extent permitted by law and in accordance with procedures established by the Board of Directors, the Funds may engage in brokerage transactions with brokers that are affiliates of the Advisor. The Funds have adopted procedures which are reasonably designed to provide that commissions or other remuneration paid to affiliated brokers of the Advisor do not exceed the usual and customary brokers commission.
Pursuant to a Subadvisory Agreement (see Investment Subadvisory Agreement below) with TCW White Oak Emerging Markets Equity Funds subadvisor, White Oak Capital Partners Pte. Ltd. (the Subadvisor), the Subadvisor is responsible for broker-dealer selection and for negotiation of brokerage commission rates for TCW White Oak Emerging Markets Equity Fund, provided that the Subadvisor shall not direct orders to an affiliated person of the Subadvisor without general prior authorization to use such affiliated broker or dealer by the Board of Directors. In general, the Subadvisors primary consideration in effecting a securities transaction will be execution at the most favorable cost or proceeds under the circumstances. In selecting a broker-dealer to execute each particular transaction, the Subadvisor may take the following into consideration: the best net price available; the reliability, integrity and
35
financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the TCW White Oak Emerging Markets Equity Fund on a continuing basis. The price to the TCW White Oak Emerging Markets Equity Fund in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.
Subject to such policies as the Advisor and the Board of Directors may determine, the Subadvisor shall not be deemed to have acted unlawfully or to have breached any duty created by the Subadvisory Agreement or otherwise solely by reason of its having caused the TCW White Oak Emerging Markets Equity Fund to pay a broker or dealer that provides (directly or indirectly) brokerage or research services to the Subadvisor a commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Subadvisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Subadvisors or Advisors overall responsibilities with respect to the TCW White Oak Emerging Markets Equity Fund or other advisory clients. The Subadvisor is further authorized to allocate the orders placed by it on behalf of the TCW White Oak Emerging Markets Equity Fund to such brokers or dealers who also provide research or statistical material, or other services, to the Trust, the Advisor or any affiliate of either. Such allocation shall be in such amounts and proportions as the Subadvisor shall determine. The Subadvisor will report on such allocations regularly to the Advisor and the Trust, indicating the broker-dealers to whom such allocations have been made and the basis for such allocations.
On occasions when the Subadvisor deems the purchase or sale of a security to be in the best interest of the TCW White Oak Emerging Markets Equity Fund as well as other clients of the Subadvisor, the Subadvisor, to the extent permitted by applicable laws and regulations, may aggregate the securities to be so purchased or sold in order to obtain the most favorable price or lower brokerage commissions and the most efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisor in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the TCW White Oak Emerging Markets Equity Fund and to such other clients.
The following table sets forth the aggregate brokerage commissions paid on transactions in the Funds securities and the amounts of brokerage commission paid to broker-dealers for research services by each Fund for the fiscal years ended October 31, 2024, October 31, 2023, and October 31, 2022. The amount of brokerage commissions paid by a Fund may change from year to year because of, among other things, changes in asset levels, shareholder activity, and/or changes in portfolio turnover.
2024 | ||||||||
Aggregate Brokerage Commissions Paid on Transactions in the Funds Securities |
Aggregate Brokerage Commissions Paid for Research Services Provided |
|||||||
U.S. Equity Funds |
||||||||
TCW Concentrated Large Cap Growth Fund |
$ | 51,467 | $ | 44,687 | ||||
TCW Relative Value Large Cap Fund |
102,943 | 87,519 | ||||||
U.S. Fixed Income Funds |
||||||||
TCW Core Fixed Income Fund |
0 | 0 | ||||||
TCW Securitized Bond Fund |
0 | 0 | ||||||
International Funds |
||||||||
TCW Emerging Markets Income Fund |
0 | 0 | ||||||
TCW White Oak Emerging Markets Equity Fund1 |
N/A | N/A |
1 | TCW White Oak Emerging Markets Equity Fund did not commence investment operations prior to October 31, 2024. |
2023 | ||||||||
Aggregate Brokerage Commissions Paid on Transactions in the Funds Securities |
Aggregate Brokerage Commissions Paid for Research Services Provided |
|||||||
U.S. Equity Funds |
||||||||
TCW Concentrated Large Cap Growth Fund |
$ | 51,306 | $ | 43,183 | ||||
TCW Relative Value Large Cap Fund |
40,656 | 37,588 | ||||||
U.S. Fixed Income Funds |
||||||||
TCW Core Fixed Income Fund |
0 | 0 |
36
2023 | ||||||||
Aggregate Brokerage Commissions Paid on Transactions in the Funds Securities |
Aggregate Brokerage Commissions Paid for Research Services Provided |
|||||||
TCW Securitized Bond Fund |
0 | 0 | ||||||
International Funds |
||||||||
TCW Emerging Markets Income Fund |
0 | 0 | ||||||
TCW White Oak Emerging Markets Equity Fund1 |
N/A | N/A |
1 | TCW White Oak Emerging Markets Equity Fund did not commence investment operations prior to October 31, 2023. |
2022 | ||||||||
Aggregate Brokerage Commissions Paid on Transactions in the Funds Securities |
Aggregate Brokerage Commissions Paid for Research Services Provided |
|||||||
U.S. Equity Funds |
||||||||
TCW Concentrated Large Cap Growth Fund |
$ | 51,009 | $ | 43,769 | ||||
TCW Relative Value Large Cap Fund |
30,558 | 25,283 | ||||||
U.S. Fixed Income Funds |
||||||||
TCW Core Fixed Income Fund |
53,712 | 0 | ||||||
TCW Securitized Bond Fund |
149,475 | 0 | ||||||
International Funds |
||||||||
TCW Emerging Markets Income Fund |
67,302 | 0 | ||||||
TCW White Oak Emerging Markets Equity Fund1 |
N/A | N/A |
1 | TCW White Oak Emerging Markets Equity Fund did not commence investment operations prior to October 31, 2022. |
The following table shows the value of the aggregate holdings of securities by issuers of the Funds regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) as of October 31, 2024:
Fund Name |
Broker/Dealer |
Dollar Amount of Securities Held as of October 31, 2024 |
||||
U.S. Equity Funds |
||||||
TCW Concentrated Large Cap Growth Fund |
State Street Bank and Trust Company | $ | 15,796,891 | |||
TCW Relative Value Large Cap Fund |
State Street Bank and Trust Company | $ | 8,197,010 | |||
U.S. Fixed Income Funds |
||||||
TCW Core Fixed Income Fund |
JPMorgan Chase & Co. | $ | 31,520,569 | |||
Goldman Sachs & Co. |
$ | 9,829,838 | ||||
Wells Fargo |
$ | 9,728,266 | ||||
Bank of America Corp. |
$ | 8,672,878 | ||||
Citigroup |
$ | 6,560,669 | ||||
Morgan Stanley |
$ | 2,959,418 | ||||
Hong Kong and Shanghai Banking Corp. |
$ | 1,352,875 | ||||
TCW Securitized Bond Fund |
JPMorgan Chase & Co. | $ | 71,481,490 | |||
Bank of America Corp. |
$ | 30,693,697 | ||||
Morgan Stanley |
$ | 29,546,036 | ||||
Citigroup |
$ | 21,884,143 | ||||
Wells Fargo |
$ | 11,606,866 | ||||
State Street Bank and Trust Company |
$ | 9,603,385 | ||||
Goldman Sachs & Co. |
$ | 4,319,269 | ||||
International Funds |
||||||
TCW Emerging Markets Income Fund |
State Street Bank and Trust Company | $ | 8,926,774 | |||
TCW White Oak Emerging Markets Equity Fund1 |
N/A | N/A |
1 | TCW White Oak Emerging Markets Equity Fund did not commence investment operations prior to October 31, 2024. |
37
Each Fund is subject to fundamental and non-fundamental investment policies and limitations. A fundamental policy affecting a particular Fund may not be changed without the vote of a majority of the outstanding voting securities of the Fund. Under the 1940 Act, a majority of the outstanding voting securities of a Fund means the lesser of (a) 67% or more of the voting securities present at a meeting of shareholders, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of the Fund. Non-fundamental policies may be changed by a majority vote of the Board of Directors at any time.
The investment restrictions numbered 1 through 9 below have been adopted as fundamental policies (except as otherwise provided in 1), and the investment restrictions numbered 10 through 12 have been adopted as non-fundamental policies.
1. No Fund will borrow money, except that (a) a Fund may borrow from banks for temporary or emergency (not leveraging) purposes including the meeting of redemption requests that might otherwise require the untimely disposition of securities; (b) the TCW Core Fixed Income, TCW Securitized Bond, and TCW White Oak Emerging Markets Equity Funds may each enter into reverse repurchase agreements; (c) the TCW Core Fixed Income and TCW Securitized Bond Funds may utilize mortgage-dollar rolls; and (d) each Fund may enter into futures contracts for hedging purposes subject to the conditions set forth in paragraph 8 below. The total amount borrowed by a Fund (including, for this purpose, reverse repurchase agreements and mortgage dollar rolls) at any time will not exceed 30% of the value of the Funds total assets (including the amount borrowed) valued at market less liabilities (not including the amount borrowed) at the time the borrowing is made. As an operating policy, whenever borrowings pursuant to (a) exceed 5% of the value of a Funds total assets, the Fund will not purchase any securities.
2. No Fund will issue senior securities as defined in the 1940 Act, provided that the Funds may (a) enter into repurchase agreements; (b) purchase securities on a when-issued or delayed delivery basis; (c) purchase or sell financial futures contracts or options thereon; and (d) borrow money in accordance with the restrictions described in paragraph 1 above.
3. No Fund will underwrite securities of other companies, except insofar as the Fund might be deemed to be an underwriter for purposes of the Securities Act by virtue of disposing of portfolio securities.
4. No Fund will purchase any securities that would cause 25% or more of the value of the Funds total assets at the time of purchase to be invested in the securities of any one particular industry or group of industries, provided that this limitation shall not apply to any Funds purchase of U.S. government securities. The TCW Emerging Markets Income Fund may invest more than 25% of the value of its total assets in debt securities issued or guaranteed by the governments of emerging markets countries. In determining industry classifications for foreign issuers, each Fund will use reasonable classifications that are not so broad that the primary economic characteristics of the companies in a single class are materially different. Each Fund will determine such classifications of foreign issuers based on the issuers principal or major business activities. In addition, each Fund will look through to the industry weightings of underlying investment companies in applying this restriction.
5. No Fund will invest in real estate, real estate mortgage loans, residual interests in REMICs, oil, gas and other mineral leases (including other universal exploration or development programs), or real estate limited partnerships, except that a Fund may purchase securities backed by real estate or interests therein, or issued by companies, including real estate investment trusts, which invest in real estate or interests therein and except that the TCW Core Fixed Income and TCW Securitized Bond Funds are not prohibited from investing in real estate mortgage loans.
6. No Fund may make loans of cash except by purchasing qualified debt obligations or entering into repurchase agreements.
7. Each Fund may effect short sales of securities or maintain a short position only if the Fund at the time of sale either owns or has the right to acquire at no additional cost securities equivalent in kind and amount to those sold.
8. No Fund will invest in commodities or commodities contracts, except that the Funds may enter into futures contracts or purchase related options thereon if, immediately thereafter, the amount committed to margin plus the amount paid for premiums for unexpired options on futures contracts does not exceed 5% of the value of the Funds total assets, after taking into account unrealized gains and unrealized losses on such contracts it has entered into, provided, however, that in the case of an option that is in-the-money (the exercise price of the call (put) option is less (more) than the market price of the underlying security) at the time of purchase, the in-the-money amount may be excluded in calculating the 5%. The entry into foreign currency forward contracts shall not be deemed to involve investing in commodities.
9. For each of the TCW Concentrated Large Cap Growth, TCW Relative Value Large Cap, TCW Emerging Markets Income, TCW Core Fixed Income, and TCW Securitized Bond Funds, no Fund will, with respect to 75 percent of its assets, (a) purchase the securities of any issuer, other than U.S. government securities and securities of other investment companies if as a result more than five percent of the value of the Funds total assets would be invested in the securities of the issuer; or, (b) purchase more than 10 percent of the voting securities of any one issuer other than U.S. government securities and securities of other investment companies.
10. No Fund will purchase securities on margin, except that a Fund may obtain any short-term credits necessary for clearance of purchases and sales of securities. For purposes of this restriction, the deposit or payment of initial or variation margin in connection with futures contracts and related options will not be deemed to be a purchase of securities on margin.
38
11. No Fund will purchase the securities of an issuer for the purpose of acquiring control or management thereof.
12. Underlying Funds may not invest in securities of other investment companies in reliance on Section 12(d)(1)(F) or (G) of the 1940 Act, or any successor provisions.
The percentage limitations contained in the restrictions listed above apply, with the exception of (1), at the time of purchase or initial investment and any subsequent change in any applicable percentage resulting from market fluctuations or other changes in total or net assets does not require elimination of any security from the Fund.
For purposes of applying the terms of investment restriction number 4, the Advisor will, on behalf of each Fund, make reasonable determinations as to the appropriate industry classification to assign to each issuer of securities in which the Fund invests. As a general matter, an industry is considered to be a group of companies whose principal activities, products or services offered give them a similar economic risk profile vis à vis issuers active in other sectors of the economy. The definition of what constitutes a particular industry is therefore an evolving one, particularly for issuers in industries or sectors within industries that are new or are undergoing rapid development. Some issuers could reasonably fall within more than one industry category. For example, some companies that sell goods over the internet (including issuers of securities in which a Fund may invest) were initially classified as internet companies, but over time have evolved into the economic risk profiles of retail companies. The Advisor will use its best efforts to assign each issuer to the category which it believes is most appropriate. Additionally, the Funds interpret their policy with respect to concentration in a particular industry to apply to direct investments in the securities of issuers in a particular industry, as determined by the Advisor. The Funds also analyze privately issued mortgage-backed securities and asset-backed securities to determine the particular industry categories that apply to those securities. Further, the TCW Emerging Markets Income Fund consider a government of an emerging market country to be an industry.
Management Information
The Board of Directors is responsible for overseeing the Funds affairs. The Board of Directors currently consists of nine Directors, seven of whom are not interested persons of the Corporation (the Independent Directors) and two of whom are interested persons of the Corporation (the Interested Directors), as defined in the 1940 Act. Detailed information about the Directors and officers of the Corporation, including their names, addresses, ages and principal occupations for the last five years, is set forth in the table below. Fund Complex refers to the Corporation (consisting of [11] portfolios as of [ ], 2025), TCW Strategic Income Fund, Inc. (TSI) (consisting of [1] portfolio as of [ ], 2025), TCW ETF Trust (consisting of [11] portfolios as of [ ], 2025), TCW Metropolitan West Funds (consisting of [9] portfolios as of [ ]), and TCW Private Asset Income Fund (consisting of [1] portfolio as of [ ], 2025).
Name and Year of Birth(1) |
Term of Office and Length of Time |
Principal Occupation(s) During Past 5 Years(3) |
Other Directorships Held by Director |
Number of Portfolios in | ||||
INDEPENDENT DIRECTORS | ||||||||
Patrick C. Haden (1953) Vice Chairman of the Board |
Mr. Haden has served as a director of TCW Funds, Inc. since May 2001. | President (since 2003), Wilson Ave. Consulting (business consulting firm). | Auto Club (affiliate of AAA); TCW Metropolitan West Funds (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | [34] |
39
Name and Year of Birth(1) |
Term of Office and Length of Time |
Principal Occupation(s) During Past 5 Years(3) |
Other Directorships Held by Director |
Number of Portfolios in | ||||
INDEPENDENT DIRECTORS | ||||||||
Martin Luther King III(4) (1957) | Mr. King has served as a director of TCW Funds, Inc. since February 2024. | President and Chief Executive Officer (since 1998), The King Center (non-profit organization). Since January 2006, he has served as Chief Executive Officer of Realizing the Dream, a non-profit organization that continues the humanitarian and liberating work of Dr. Martin Luther King, Jr. and Mrs. Coretta Scott King. He has been engaged as an independent motivational lecturer since 1980. | TCW Metropolitan West Funds (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | [34] | ||||
Peter McMillan (1957) |
Mr. McMillan has served as a director of TCW Funds, Inc. since August 2010. | Co-founder (since 2019), Pacific Oak Capital Advisors (investment advisory firm); Co-founder, Managing Partner and Chief Investment Officer (since May 2013), Temescal Canyon Partners (investment advisory firm); Co-founder and Executive Vice President (2005 2019), KBS Capital Advisors (a manager of real estate investment trusts). | Pacific Oak Strategic Opportunity REIT (real estate investments); Keppel Pacific Oak U.S. REIT (real estate investments); Pacific Oak Residential Trust (real estate investments); TCW Metropolitan West Funds (mutual fund); TCW DL VII Financing LLC (private fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | [34] | ||||
Victoria B. Rogers (1961) |
Ms. Rogers has served as a director of TCW Funds, Inc. since October 2011. | President and Chief Executive Officer (since 1996), The Rose Hills Foundation (charitable foundation). | Norton Simon Museum (art museum); Causeway Capital Management Trust (mutual fund); The Rose Hills Foundation (charitable foundation); Saint Johns Health Center Foundation (charitable foundation); TCW Metropolitan West Funds (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | [34] |
40
Name and Year of Birth(1) |
Term of Office and Length of Time |
Principal Occupation(s) During Past 5 Years(3) |
Other Directorships Held by Director |
Number of Portfolios in | ||||
INDEPENDENT DIRECTORS | ||||||||
Robert G. Rooney(4) (1957) |
Mr. Rooney has served as a director of TCW Funds, Inc. since February 2024. | Founder (since August 2022), RGR Advisors CT, LLC (financial advisory firm); Senior Financial Advisor (August 2020 March 2021), Chief Financial and Administrative Officer (November 2018 August 2020), REEF Technology (real estate and technology services company). | TCW Metropolitan West Funds (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | [34] | ||||
Michael Swell(4) (1966) |
Mr. Swell has served as a director of TCW Funds, Inc. since February 2024. | Retired (since 2021); Partner and Managing Director (2007-2021), Goldman Sachs Asset Management (asset management company). | TCW Metropolitan West Funds (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund); Apollo Realty Income Solutions Inc. (nontraded real estate investment trust). | [34] | ||||
Andrew Tarica (1959) Chairman of the Board |
Mr. Tarica has served as a director of TCW Funds, Inc. since March 2012. | Chief Executive Officer (since February 2001), Meadowbrook Capital Management (asset management company); Employee (2003 January 2022), Cowen Prime Services (broker-dealer). | TCW Metropolitan West Funds (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW Direct Lending VII, LLC (business development company); TCW Direct Lending VIII, LLC (business development company); TCW Star Direct Lending, LLC (business development company); TCW Spirit Direct Lending, LLC (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | [34] |
41
Name, Year of Birth and Funds(1) |
Term of Office and Length of Time Served(2) |
Principal Occupation(s) During Past 5 Years(5) |
Other Directorships Held by Director |
Number of Portfolios in Fund Complex Overseen by Director | ||||
INTERESTED DIRECTORS | ||||||||
Megan McClellan(4) (1978) |
Ms. McClellan has served as a director of TCW Funds, Inc. since February 2024 and as President and Principal Executive Officer since December 2023. | Group Managing Director (since July 2023), the Advisor, The TCW Group, Inc., TCW LLC, Metropolitan West Asset Management, LLC and TCW Asset Management Company LLC; President and Principal Executive Officer (since December 2023), TCW Metropolitan West Funds, TCW ETF Trust and TCW Strategic Income Fund, Inc. and (since September 2024), TCW Private Asset Income Fund; Managing Director (2013-2023), J.P. Morgan Asset Management. | TCW Metropolitan West Funds (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | [34] | ||||
Patrick Moore(4) (1964) |
Mr. Moore has served as a director of TCW Funds, Inc. since February 2024. | Group Managing Director (since 2000), the Advisor, TCW Asset Management Company LLC, TCW LLC and Metropolitan West Asset Management, LLC. Mr. Moore is a member of the CFA Institute. | TCW Metropolitan West Funds (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | [34] | ||||
Name, Year of Birth and Funds(1) |
Position(s) Held with TCW Funds, Inc. | Principal Occupation(s) During Past 5 Years(5) |
Other Directorships Held by Director |
Number of Portfolios in by Director | ||||
OFFICERS OF THE CORPORATION WHO ARE NOT DIRECTORS | ||||||||
Lisa Eisen (1963) Tax Officer |
Ms. Eisen has served as Tax Officer of TCW Funds, Inc. since December 2016. | Tax Officer (since December 2016), TCW Metropolitan West Funds and TCW Strategic Income Fund, Inc., (since December 2023), TCW ETF Trust and (since September 2024), TCW Private Asset Income Fund; Managing Director and Director of Tax (since August 2016), TCW LLC. | N/A | N/A | ||||
Drew Bowden (1961) Executive Vice President |
Mr. Bowden has served as Executive Vice President of TCW Funds, Inc. since December 2023. | Executive Vice President, General Counsel and Secretary (since September 2023), the Advisor, Metropolitan West Asset Management, LLC, The TCW Group, Inc., TCW Asset Management Company LLC, TCW LLC and (since September 2024), TCW Asset Backed Finance Management Company LLC; Executive Vice President (since December 2023), TCW Metropolitan West Funds, TCW Strategic | N/A | N/A |
42
Name, Year of Birth and Funds(1) |
Position(s) Held with TCW Funds, Inc. | Principal Occupation(s) During Past 5 Years(5) |
Other Directorships Held by Director |
Number of Portfolios in by Director | ||||
Income Fund, Inc., TCW ETF Trust and (since September 2024), TCW Private Asset Income Fund; Chief Operating Officer (August 2021-September 2023) Western Asset Management Company; Executive Vice President and General Counsel (March 2020-February 2021) and Senior Vice President and General Counsel (May 2015-March 2020), Jackson Financial Inc. | ||||||||
Gladys Xiques (1973) Chief Compliance Officer and AML Officer |
Ms. Xiques has served as Chief Compliance Officer and AML Officer of TCW Funds, Inc. since January 2021. | Chief Compliance Officer and AML Officer (since January 2021), TCW Strategic Income Fund, Inc., TCW Metropolitan West Funds and (since September 2024), TCW Private Asset Income Fund; Group Managing Director and Global Chief Compliance Officer (since January 2021), TCW LLC, the Advisor, Metropolitan West Asset Management, LLC, and TCW Asset Management Company LLC; Global Chief Compliance Officer (since January 2021), The TCW Group, Inc. and (since September 2024), TCW Asset Backed Finance Management Company LLC; Senior Vice President (February 2015 December 2020), TCW LLC, the Advisor, Metropolitan West Asset Management, LLC, and TCW Asset Management Company LLC. | N/A | N/A | ||||
Richard M. Villa (1964) Treasurer, Principal Financial Officer, and Principal Accounting Officer |
Mr. Villa has served as Treasurer, Principal Financial Officer, and Principal Accounting Officer of TCW Funds, Inc. since February 2014. | Executive Vice President, Chief Financial Officer and Assistant Secretary (since January 2016), TCW LLC and (since July 2008), the Advisor, Metropolitan West Asset Management, LLC, The TCW Group, Inc., and TCW Asset Management Company LLC; Chairman, Executive Vice President and Chief Financial Officer | N/A | N/A |
43
Name, Year of Birth and Funds(1) |
Position(s) Held with TCW Funds, Inc. | Principal Occupation(s) During Past 5 Years(5) |
Other Directorships Held by Director |
Number of Portfolios in Fund Complex Overseen by Director | ||||
(since September 2024), TCW Asset Backed Finance Management Company LLC; Treasurer, Principal Financial Officer and Principal Accounting Officer (since February 2014), TCW Strategic Income Fund, Inc., (since February 2021), TCW Metropolitan West Funds and (since September 2024), TCW Private Asset Income Fund. | ||||||||
Peter Davidson (1972) Vice President and Secretary |
Mr. Davidson has served as Vice President and Secretary of TCW Funds, Inc. since September 2022 and December 2023, respectively. | Senior Vice President, Associate General Counsel and Assistant Secretary (since July 2022), the Advisor, Metropolitan West Asset Management, LLC, TCW Asset Management Company LLC, TCW LLC and (since September 2024), TCW Asset Backed Finance Management Company LLC; Vice President and Assistant Secretary (September 2022 December 2023), TCW Metropolitan West Funds and TCW Strategic Income Fund, Inc.; Vice President and Secretary (since December 2023), TCW Metropolitan West Funds, TCW Strategic Income Fund, Inc., TCW ETF Trust and (since September 2024), TCW Private Asset Income Fund; Assistant General Counsel Investment Products and Advisory Services (2020 July 2022), The Northwestern Mutual Life Insurance Company; Associate General Counsel (2019 August 2020), Resolute Investment Managers. | N/A | N/A | ||||
Eric Chan (1978) Assistant Treasurer |
Mr. Chan has served as Assistant Treasurer of TCW Funds, Inc. since 2009. | Managing Director of Fund Operations (since November 2006), Metropolitan West Asset Management, LLC and (since 2009), the Advisor, TCW Asset Management Company LLC and TCW LLC; Assistant Treasurer (since 2010), TCW | N/A | N/A |
44
Name, Year of Birth and Funds(1) |
Position(s) Held with TCW Funds, Inc. | Principal Occupation(s) During Past 5 Years(5) |
Other Directorships Held by Director |
Number of Portfolios in Fund Complex Overseen by Director | ||||
Metropolitan West Funds, (since 2009) TCW Strategic Income Fund, Inc. and (since September 2024), TCW Private Asset Income Fund. Mr. Chan is a Certified Public Accountant. |
(1) | The address of each Independent Director, Interested Director, and officer is c/o The TCW Group, Inc., 515 South Flower Street, Los Angeles, CA 90071. |
(2) | The Board of Directors recognizes the value of having a retirement policy and that having such a policy would be consistent with best practices in the mutual fund industry. Accordingly, the Board adopted the following retirement policy (the Policy): A member of the Board shall be required to retire from the Board (and any committee(s) of the Board on which he or she serves) no later than the first regular quarterly meeting of the Board next held after that Board member reaches his or her 75th birthday; provided, however, that the affected Board member may continue to serve as a member of the Board (and member of committee(s) of the Board) for one or more successive one-year periods, or such shorter extension periods, as shall be approved by a unanimous secret vote of the other members of the Board then serving. Any member of the Board who has already reached his or her 75th birthday at the time of adoption of the Policy shall be automatically granted a two-year extension term, subject to any prior resignation or removal as a member of the Board before the expiration of that two-year term. Any continuation of that Board members service beyond that two-year extension would be subject to the vote requirement previously specified above. |
(3) | Positions with company may have changed over time. |
(4) | Messrs. King, Moore, Rooney, and Swell and Ms. McClellan were elected as Directors of the Corporation, effective February 15, 2024. |
(5) | Positions with The TCW Group, Inc. and its affiliates may have changed over time. |
Leadership Structure
The Board of Directors is responsible for the overall management of the Corporation, including general supervision of the duties performed by the Advisor and other service providers in accordance with the provisions of the 1940 Act, other applicable laws and the Corporations Articles of Incorporation and By-Laws. The Board of Directors meets in regularly scheduled meetings throughout the year. It is currently composed of nine Directors, including seven Independent Directors. As discussed below, the Board of Directors has established three committees to assist the Board of Directors in performing its oversight responsibilities.
The Board of Directors has appointed an Independent Director to serve as its Chairman. The Chairmans primary role is to set the agenda of the Board of Directors and determine what information is provided to the Board of Directors with respect to matters to be acted upon by the Board of Directors. The Chairman presides at all meetings of the Board of Directors and leads the Board of Directors through its various tasks. The Chairman also acts as a liaison with management in carrying out the Board of Directors functions. The Chairman also performs such other functions as may be requested by the Board of Directors from time to time. The designation of Chairman does not impose any duties, obligations or liabilities that are greater than the duties, obligations or liabilities imposed on such person as a member of the Board of Directors generally.
Risk Oversight
Through its direct oversight role, and indirectly through its committees, the Board of Directors performs a risk oversight function for the Corporation consisting, among other things, of the following activities:
General Oversight. The Board of Directors regularly meets with, or receives reports from, the officers of the Corporation and representatives of key service providers to the Corporation, including the Advisor, administrator, transfer agent, custodian and independent registered public accounting firm, to review and discuss the operational activities of the Corporation and to provide direction with respect thereto.
Compliance Oversight. The Board of Directors reviews and approves the procedures of the Corporation established to ensure compliance with applicable federal securities laws. The Board of Directors keeps informed about how the Corporations operations conform to its compliance procedures through regular meetings with, and reports received from, the Corporations Chief Compliance Officer and other officers.
Investment Oversight. The Board of Directors monitors investment performance during the year through regular performance reports from management with references to appropriate performance measurement indices. The Board of Directors also receives focused performance presentations on a regular basis, including special written reports and oral presentations by portfolio managers. In addition, the Board of Directors monitors the Funds investment practices and reviews the Funds investment strategies with management and receives focused presentations.
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Valuation Oversight. Pursuant to Rule 2a-5 under the 1940 Act, the Board of Directors has designated the Advisor as the Valuation Designee for purposes of making fair valuation determinations with respect to the Funds portfolio holdings, subject to oversight by the Board. The Board of Directors receives regular reports on the use of fair value prices and the effectiveness of the Funds valuation procedures.
Financial Reporting. Through its Audit Committee, the Board of Directors meets regularly with the Corporations independent registered public accounting firm to discuss financial reporting matters, the adequacy of the Corporations internal controls over financial reporting, and risks to accounting and financial reporting matters.
Committees
Audit Committee. The Audit Committee makes recommendations to the Board of Directors concerning the selection of the independent auditors and reviews with the auditors the results of the annual audit, including the scope of auditing procedures, the adequacy of internal controls and compliance by the Corporation with the accounting, recording and financial reporting requirements of the 1940 Act. The Audit Committee also reviews compliance with the Code of Ethics by the executive officers, directors and investment personnel of the Advisor. The Audit Committee consists of Ms. Rogers and Messrs. Haden, King, McMillan, Rooney, Swell, and Tarica. Each Audit Committee member is an Independent Director. During the fiscal year ended October 31, 2024, the Audit Committee held four meetings.
Nominating and Governance Committee (formerly, the Nominating Committee). The Nominating and Governance Committee makes recommendations to the Board of Directors regarding nominations for membership on the Board of Directors. It evaluates candidates qualifications for Board membership and, with respect to nominees for positions as Independent Directors, their independence from the Advisor and other principal service providers of the Corporation. The Nominating and Governance Committee periodically reviews director compensation and recommends any appropriate changes to the Board. The Nominating and Governance Committee also reviews, and may make recommendations to the Board of Directors relating to those, issues that pertain to the effectiveness of the Board in carrying out its responsibilities of overseeing the management of the Corporation and also considers general matters of Company governance and operations of the Board of Directors. The Nominating and Governance Committee consists of Ms. Rogers and Messrs. Haden, King, McMillan, Rooney, Swell, and Tarica. Each Nominating and Governance Committee member is an Independent Director. During the fiscal year ended October 31, 2024, the Nominating and Governance Committee held three meetings.
The Nominating and Governance Committee will consider potential director candidates recommended by shareholders provided that the proposed candidates satisfy the director qualification requirements provided in the Corporations Directors Nominating and Governance Committee Charter and are not interested persons of the Corporation within the meaning of the 1940 Act. In determining procedures for the submission of potential candidates by shareholders and any eligibility requirements for such nominees and for the shareholders submitting the nominations, the Nominating and Governance Committee has looked to recent SEC promulgations regarding director nominations for guidance.
Additional Information About the Directors
The Corporation seeks as Directors individuals of distinction and experience in business or finance, government service or academia. In determining that a particular person was and continues to be qualified to serve as a Director, the Board of Directors has considered a variety of criteria, none of which, in isolation, was controlling. Based on a review of the experience, qualifications, attributes or skills of each Director, including those described below, the Board has determined that each of the current Directors is qualified to serve as a Director of the Corporation. In addition, the Board of Directors believes that, collectively, the Directors have balanced and diverse experience, qualifications, attributes and skills that allow the Board of Directors to operate effectively in governing the Corporation and protecting the interests of shareholders.
Patrick C. Haden. Mr. Haden, the Independent Vice Chairman of the Board of Directors, is President of Wilson Ave. Consulting. From July 2016 through June 2017, Mr. Haden served as the Senior Advisor to the President of the University of Southern California. He also currently serves on the board of directors of Auto Club, an affiliate of AAA, the TCW Metropolitan West Funds, TCW ETF Trust, TCW Private Asset Income Fund, and TSI. Previously, he was the Athletic Director of the University of Southern California. Mr. Haden is a Rhodes Scholar and prior to August 2010, was a member of the board of trustees of the University of Southern California.
Martin Luther King III. Mr. King is a nationally prominent community leader and organizer. He has had leadership positions with various community organizations, including serving as President and Chief Executive Officer of The King Center (since 1998) and as Chief Executive Officer of Realizing the Dream (since January 2006). He has served on the boards of TCW Metropolitan West Funds since 1997, TCW ETF Trust since February 2024, and TSI and TCW Private Asset Income Fund since September 2024.
Megan McClellan. Ms. McClellan is Head of Corporate Strategy for TCW. In this role, she develops and implements long-term strategic plans for TCW focused on growth and innovation with President and CEO Katie Koch. Prior to joining TCW, Ms. McClellan
46
spent more than 15 years at J.P. Morgan where she held a number of senior roles across the firm, including Global Head of Private Credit, CFO of Asset Management, and Head of U.S. Fixed Income for Wealth Management. Prior to her leadership roles, Ms. McClellan was a fixed income trader and portfolio manager. She has served on the boards of TCW Metropolitan West Funds and TCW ETF Trust since February 2024 and TSI and TCW Private Asset Income Fund since September 2024. Active in the community, Ms. McClellan serves as Co-Chair for the Philips Andover Academy Development Board and as a Member of the Board of the Block Island Maritime Institute. She volunteers with the SPCA of Westchester County.
Peter McMillan. Mr. McMillan, the Chair of the Nominating and Governance Committee, is a Co-Founder of Pacific Oak Capital Advisors, an investment advisory firm and Co-Founder, Managing Partner and Chief Investment Officer of Temescal Canyon Partners, an investment advisory firm. He is a Co-Founder of KBS Capital Advisors, a manager of real estate investment trusts, and from 2005 through 2019, served as Executive Vice President. Mr. McMillan serves on the boards of various Pacific Oak real estate investment trusts, TSI, TCW Metropolitan West Funds, TCW ETF Trust, TCW Private Asset Income Fund, and TCW DL VII Financing LLC. Prior to forming Willowbrook Capital Group in 2000, Mr. McMillan served as the Executive Vice President and Chief Investment Officer of Sun America Investments, Inc. Prior to 1989, he served as Assistant Vice President for Aetna Life Insurance and Annuity Company with responsibility for the companys fixed income portfolios.
Patrick Moore. Mr. Moore is an executive officer with the Advisor and has many years of experience with the Advisors portfolio management activities for its clients, including the Funds. Mr. Moore has served on the board of TCW Metropolitan West Funds since 2014 and from 2010 until 2011. He also serves on the boards of TCW ETF Trust since February 2024 and TSI and TCW Private Asset Income Fund since September 2024.
Victoria B. Rogers. Ms. Rogers is President and Chief Executive Officer of The Rose Hills Foundation. She also serves on the boards of The Rose Hills Foundation, Norton Simon Museum, Saint Johns Health Center Foundation, TCW Metropolitan West Funds, TSI, TCW ETF Trust, TCW Private Asset Income Fund, and Causeway Capital Management Trust. Previously, Ms. Rogers served on the boards of The Chandler School, The Hotchkiss School, Polytechnic School, Stanford University, USA Water Polo, USC Rossier School of Education, and the YMCA of Metropolitan Los Angeles. Ms. Rogers has substantial experience in the area of taxes, accounting, non-profit organizations, and foundation management, having been previously employed by Deloitte, Security Pacific Bank and The Whittier Trust Company.
Robert G. Rooney. Mr. Rooney, the Chair of the Audit Committee, has many years of senior executive and board experience with various companies, including in-depth experience with financial matters. He has served as Chief Financial and Administrative Officer of REEF Technology from November 2018 to August 2020 and Senior Financial Advisor from August 2020 to March 2021. Previously, he was Chief Financial Officer of Citizens Parking Inc. from January 2018 to November 2018, Chief Financial Officer of Novitex Enterprise Solutions, Inc. from 2015 to 2017, Partner at Televerse Media from 2011 to 2015, and was Executive Vice President and interim Chief Financial Officer at Affinion from October 2005 to January 2006. Between November 2004 and October 2005, Mr. Rooney was Executive Vice President at CMG (predecessor to Affinion) and between January 2004 and October 2004, Mr. Rooney was Executive Vice President and Chief Financial Officer at CMG. From July 2001 to January 2004, Mr. Rooney was Executive Vice President and Chief Financial Officer at Trilegiant, a subsidiary of Affinion. Mr. Rooney has served on the boards of TCW Metropolitan West Funds since 2009, TCW ETF Trust since February 2024, and TSI and TCW Private Asset Income Fund since September 2024.
Michael Swell. Mr. Swell has many years of experience as an executive in the securities industry. He served as Partner and Managing Director of Goldman Sachs Asset Management from 2007 to 2021 where he led portfolio management globally across all fixed income products. He founded and served as portfolio manager on a number of flagship fixed income funds/strategies and has successfully trained, mentored, and managed a large number of employees. Prior to joining Goldman Sachs, Mr. Swell was a senior managing director and led the fixed income team at Friedman, Billings & Ramsey. Prior to Friedman, Billings & Ramsey, Mr. Swell was vice president and head of securities sales and trading at Freddie Mac. Mr. Swell has served on the boards of TCW Metropolitan West Funds and TCW ETF Trust since February 2024 and TSI and TCW Private Asset Income Fund since September 2024.
Andrew Tarica. Mr. Tarica, the Independent Chairman of the Board of Directors, has been Chief Executive Officer of Meadowbrook Capital Management, a fixed-income credit asset management company that also manages a fixed income hedge fund since 2001. From 2003 through 2010, Mr. Tarica served as an employee of the broker-dealer business of Sanders Morris Harris, a Houston, Texas-based asset manager and broker-dealer, where he managed a fixed-income portfolio. Sanders Morris Harris broker-dealer business became Concept Capital Markets, LLC in 2010. In September 2015, Concept Capital Markets, LLC was purchased by Cowen & Co, where Mr. Tarica was employed until January 2022. From 1992 to 1999 Mr. Tarica was the global head of the high grade corporate bond department at Donaldson, Lufkin & Jenrette. From 1990 to 1992 he ran the investment grade sales and trading department at Kidder Peabody. He began his career at Drexel Burnham in 1983 in the investment grade trading area, where he eventually became the head of trading. Mr. Tarica also serves on the boards of the TCW Metropolitan West Funds, TSI, TCW Direct Lending VII, LLC, TCW Direct Lending VIII, LLC, TCW Star Direct Lending, LLC, TCW Spirit Direct Lending, LLC, TCW ETF Trust, and TCW Private Asset Income Fund.
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Equity Ownership of Directors
The following tables set forth the equity ownership of the Directors, as of December 31, 2024, in each Fund and in all registered investment companies overseen by the Directors in the same family of investment companies as the Funds, which as of December 31, 2024 included the Funds, TSI, TCW ETF Trust, TCW Metropolitan West Funds, and TCW Private Asset Income Fund. The codes for the dollar ranges of equity securities owned by the Directors are: (a) $1-$10,000, (b) $10,001-$50,000, (c) $50,001-$100,000; and (d) over $100,000.
Independent Directors
Name of Director |
Dollar Range of Equity Securities in the Funds(1)(2) |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Family of Investment Companies(1)(2) | ||||
Patrick C. Haden | TCW Securitized Bond Fund | (d) | (d) | |||
Martin Luther King III(3) | N/A | None | (a) | |||
Peter McMillan | TCW Concentrated Large Cap Growth Fund | (d) | (d) | |||
Victoria B. Rogers | N/A | None | (d) | |||
Robert G. Rooney(3) | N/A | None | (d) | |||
Michael Swell(3) | TCW Concentrated Large Cap Growth Fund | (b) | (d) | |||
TCW Relative Value Large Cap Fund |
(b) |
|||||
Andrew Tarica | TCW Core Fixed Income Fund | (d) | (d) | |||
TCW Emerging Markets Income Fund |
(d) |
|||||
TCW Securitized Bond Fund |
(d) |
(1) | Certain figures represent and include the Directors economic exposure to the Funds through the deferred compensation plan. See below under Compensation of Independent Directors for additional details. |
(2) | TCW White Oak Emerging Markets Equity Fund did not commence investment operations prior to December 31, 2024. |
(3) | Messrs. King, Rooney, and Swell were elected as Directors of the Corporation on February 15, 2024. |
Interested Directors
Name of Director |
Dollar Range of Equity Securities in the Funds(1) |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Family of Investment Companies(1) | ||||
Megan McClellan(2) | N/A |
None |
(d) | |||
Patrick Moore(2) | N/A |
None |
(d) |
(1) | TCW White Oak Emerging Markets Equity Fund did not commence investment operations prior to December 31, 2024. |
(2) | Ms. McClellan and Mr. Moore were elected as Directors of the Corporation on February 15, 2024. |
Compensation of Independent Directors
Effective March 1, 2024, each Independent Director receives an annual retainer of $92,500, with the Independent Chairman of the Board of Directors receiving an additional annual retainer of $37,500 and the Independent Vice Chairman of the Board of Directors receiving an additional annual retainer of $25,000. Also, effective March 1, 2024, the Chairman of the Audit Committee receives an additional annual retainer of $6,250, and the Chairman of the Nominating and Governance Committee receives an additional annual retainer of $6,250. Each Independent Director also receives $6,500 for attendance at each of five regularly scheduled meetings during the year or $1,000 for telephone attendance at a regularly scheduled or special meeting if the meeting is over an hour in duration, or $500 if the meeting is less than an hour in duration. These retainers and meeting fees are prorated among the Funds.
From January 1, 2022 through February 29, 2024, each Independent Director received an annual fee of $100,000, plus a per meeting fee of $10,000 for in person attendance and $2,500 for telephonic attendance for each meeting of the Board of Directors or a committee of the Board of Directors attended by such Independent Director, with such annual fee and meeting fee prorated among the Funds. The Independent Chairman of the Board of Directors received an additional annual retainer of $45,000, the Chairman of the Audit Committee received an additional annual retainer of $30,000, and the Chairman of the Nominating and Governance Committee received an additional annual retainer of $15,000.
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Independent Directors are also reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending meetings of the Board or a committee of the Board. Interested Directors and officers who are employed by the Advisor or an affiliated company thereof receive no compensation or expense reimbursement from the Corporation. Directors do not receive any pension or retirement benefits as a result of their service as a Director of the Corporation.
The following table illustrates the compensation paid to the Independent Directors by the Corporation and the Fund Complex, which consists of TSI, TCW Metropolitan West Funds, TCW ETF Trust, TCW Private Asset Income Fund, and the Corporation, for the fiscal year ended October 31, 2024.
Name of Independent Director |
Aggregate Compensation From TCW Funds, Inc. |
Aggregate Compensation From Fund Complex(1) |
||||||
Patrick C. Haden(2) |
$ | 164,875 | $ | 421,900 | ||||
Martin Luther King III(3) |
$ | 91,875 | $ | 295,875 | ||||
Peter McMillan |
$ | 134,063 | $ | 357,938 | ||||
Victoria B. Rogers |
$ | 138,625 | $ | 314,613 | ||||
Robert G. Rooney(3) |
$ | 96,563 | $ | 313,250 | ||||
Michael Swell(3) |
$ | 97,375 | $ | 255,625 | ||||
Andrew Tarica(4) |
$ | 163,000 | $ | 450,125 |
(1) | As of October 31, 2024, the Fund Complex consisted of 33 registered investment companies. |
(2) | Mr. Haden served as Chairman of the Board of Directors from November 1, 2023 through February 29, 2024. Effective March 1, 2024, Mr. Haden serves as Vice Chairman of the Board of Directors. |
(3) | Messrs. King, Rooney, and Swell were elected as Directors of the Corporation on February 15, 2024. |
(4) | Effective March 1, 2024, Mr. Tarica serves as Chairman of the Board of Directors. |
At a meeting held on March 14, 2011, the Board of Directors approved a Deferred Compensation Plan for the Independent Directors. The table below lists the total amount of deferred compensation (including interest) payable to the respective Independent Directors as of October 31, 2024.
Name of Independent Director |
Aggregate Deferred Compensation From TCW Funds, Inc. |
|||
Patrick C. Haden |
$ | 0 | ||
Martin Luther King III(1) |
$ | 0 | ||
Peter McMillan |
$ | 134,063 | ||
Victoria B. Rogers |
$ | 0 | ||
Robert G. Rooney(1) |
$ | 0 | ||
Michael Swell(1) |
$ | 97,375 | ||
Andrew Tarica |
$ | 163,000 |
(1) | Messrs. King, Rooney and Swell were elected as Directors of the Corporation on February 15, 2024. |
The Advisor was organized in 1987 as a wholly owned subsidiary of TCW, a Nevada corporation. The Carlyle Group, LP, a global alternative asset manager organized under the laws of Delaware, may be deemed to be a control person of the Advisor by reason of its control of certain investment funds that indirectly hold a controlling interest in the voting stock of TCW. In addition, TCW management and employees as a group may be deemed to be a control person of the Advisor by reason of their collective ownership of equity in TCW. Nippon Life Insurance Company, a mutual insurance company organized under the laws of Japan, holds a non-controlling minority equity interest in TCW.
The Corporation, on behalf of the Funds, and the Advisor are parties to an Investment Management and Advisory Agreement (the Advisory Agreement). Shareholders are not parties to, or intended (or third party) beneficiaries of, the Advisory Agreement. Rather, the Corporation and its respective investment series are the sole intended beneficiaries of the Advisory Agreement. Neither this SAI nor the Prospectus is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred by federal or state securities laws that may not be waived.
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As a global asset manager with personnel operating out of multiple offices worldwide, the Advisor may conduct operations through affiliates that are also subsidiaries of the Advisors parent company, The TCW Group, Inc., in other jurisdictions. Some of the services provided to the Funds under the Advisory Agreement may from time to time be conducted by, or in conjunction with, TCW Europe Limited (TCW UK). TCW UKs investment personnel are subject to oversight by the Advisor, and must comply with all applicable policies and compliance rules of the Advisor, in additional to local rules and policies. Regardless of where services are conducted, the Advisor shall remain fully responsible to the Funds for all of the Advisors obligations hereunder and for all actions of TCW UKs personnel to the same extent as the Advisor is liable for its own actions. There is no additional cost to the Funds for advisory services provided by personnel of TCW UK.
Under the Advisory Agreement, subject to the direction and supervision of the Board of Directors, each Fund retains the Advisor, among other things, to manage the investment of its assets, including to evaluate the pertinent economic, statistical, financial and other data and to formulate and implement its investment program; to place orders for the purchase and sale of its portfolio securities and other instruments and investments; and to administer its day-to-day operations.
The Advisory Agreement also provides that the Advisor will furnish to the Corporation office space at such places as may be agreed upon from time to time and all office facilities, business equipment, supplies, utilities and telephone service necessary for managing the affairs and investments; keep those accounts and records of the Corporation and the Funds that are not maintained by the Funds transfer agent, custodian, accounting or sub-accounting agent; and arrange for officers or employees of the Advisor to serve, without compensation from the Corporation, as officers, Directors or employees of the Corporation if desired and reasonably required by the Corporation.
The Advisory Agreement was last approved by the Board of Directors, including the Independent Directors, on September 9, 2024.
For services performed under the Advisory Agreement, each Fund pays the Advisor a fee, payable monthly and calculated daily by applying the annual investment advisory fee percent for the Fund to the Funds net asset value. The annual management fee (as a percentage of average net assets) for each Fund is as follows:
U.S. Equity Funds |
||||
TCW Concentrated Large Cap Growth Fund |
0.65 | % | ||
TCW Relative Value Large Cap Fund |
0.60 | % | ||
U.S. Fixed Income Funds |
||||
TCW Core Fixed Income Fund |
0.40 | % | ||
TCW Securitized Bond Fund |
0.40 | % | ||
International Funds |
||||
TCW Emerging Markets Income Fund |
0.75 | % | ||
TCW White Oak Emerging Markets Equity Fund |
0.90 | % |
Pursuant to an Expense Limitations letter agreement (the Expense Limitation Agreement), the Advisor has agreed that in the event the overall operating expenses of the Class I, Class I-3, Class N or Plan Class shares of a Fund listed below exceed the stated expense limit on an annualized basis, the Advisor shall reduce its advisory fee or reimburse the class or classes of such Fund in respect of such shares for the difference. Each expense limitation does not include any expenses attributable to interest, brokerage, extraordinary expenses and acquired fund fees and expenses, if any. This contractual expense limitation with respect to Class I, Class N and Plan Class shares of each Fund will continue to March 1, 2026, and before that date, the Advisor may not terminate this arrangement without prior approval of the Board of Directors. This contractual expense limitation with respect to Class I-3 shares of each Fund will continue to [ ], and before that date, the Advisor may not terminate this arrangement without prior approval of the Board of Directors.
U.S. Equity Funds |
||||
TCW Concentrated Large Cap Growth Fund |
||||
I Class Shares |
0.80% | |||
I-3 Class Shares |
[ ]% | |||
N Class Shares |
1.00% | |||
TCW Relative Value Large Cap Fund |
||||
I Class Shares |
0.70% | |||
I-3 Class Shares |
[ ]% | |||
N Class Shares |
0.85% | |||
U.S. Fixed Income Funds |
||||
TCW Core Fixed Income Fund |
||||
I Class Shares |
0.49% | |||
I-3 Class Shares |
[ ]% |
50
N Class Shares |
0.70% | |||
Plan Class Shares |
0.44% | |||
TCW Securitized Bond Fund |
||||
I Class Shares |
0.49% | |||
I-3 Class Shares |
[ ]% | |||
N Class Shares |
0.70% | |||
Plan Class Shares |
0.44% | |||
International Funds |
||||
TCW Emerging Markets Income Fund |
||||
I Class Shares |
0.85% | |||
I-3 Class Shares |
[ ]% | |||
N Class Shares |
0.95% | |||
Plan Class Shares |
0.77% | |||
TCW White Oak Emerging Markets Equity Fund |
||||
I Class Shares |
0.98% | |||
I-3 Class Shares |
[ ]% | |||
N Class Shares |
1.23% |
Any advisory fee reduced or withheld, or expense reimbursement paid, pursuant to the Expense Limitation Agreement will be reimbursed by the appropriate Fund to the Advisor in the first, second or third fiscal year after the fiscal year of the reduction or reimbursement. The Advisor may not receive reimbursement for previous reductions or reimbursements before payment of a Funds operating expenses for the current year, and cannot cause a Fund to exceed the expense limitation in effect for that Fund (i) at the time the fees and expenses would have been incurred or (ii) at the time the Advisor would recoup that reduction or reimbursement. In addition, any recoupment may not exceed any more restrictive limitation to which the Advisor has agreed.
In addition to the contractual expense limitations listed above that apply to certain Funds, the Advisor has agreed to reduce its investment advisory fee or to pay the operating expenses of each Fund to the extent necessary to limit the Funds operating expenses to an amount not to exceed the previous months expense ratio average for comparable funds as calculated by Lipper Inc. This expense limitation is voluntary and terminable by either the Advisor or the Board of Directors on six months prior notice. The voluntary limitation and the contractual fee waiver and/or expense reimbursement exclude interest, brokerage, extraordinary expenses, and acquired fund fees and expenses, if any.
The table below sets forth the investment advisory fee, exclusive of any expense reimbursement, paid by each Fund for the fiscal years ended October 31, 2024, 2023, and 2022:
Fund |
Fiscal Year 2024 |
Fiscal Year 2023 |
Fiscal Year 2022 |
|||||||||
U.S. Equity Funds |
||||||||||||
TCW Concentrated Large Cap Growth Fund |
$ | 4,267,001 | $ | 3,654,843 | $ | 4,856,480 | ||||||
TCW Relative Value Large Cap Fund |
1,509,642 | 694,306 | 704,499 | |||||||||
U.S. Fixed Income Funds |
||||||||||||
TCW Core Fixed Income Fund |
3,854,036 | 4,771,416 | 6,065,084 | |||||||||
TCW Securitized Bond Fund |
8,325,605 | 11,538,671 | 16,467,298 | |||||||||
International Funds |
||||||||||||
TCW Emerging Markets Income Fund |
28,288,193 | 29,027,797 | 41,112,363 | |||||||||
TCW White Oak Emerging Markets Equity Fund1 |
N/A | N/A | N/A |
1 | TCW White Oak Emerging Markets Equity Fund did not commence investment operations prior to October 31, 2024. |
Except for expenses specifically assumed by the Advisor under the Advisory Agreement, the Corporation bears all expenses of the Corporation and the Funds, including, without limitation, fees and expenses of the Independent Directors, broker commissions and other ordinary or extraordinary expenses incurred by the Corporation or the Funds in the course of their business.
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The Advisory Agreement had an initial term of two years and continues thereafter from year to year if such continuance is specifically approved at least annually by (a) the Board of Directors or by the vote of a majority of the outstanding voting securities of the Fund, and (b) the vote of a majority of the Independent Directors cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement may be terminated on behalf of any one or more of the Funds without penalty at any time by the Corporation (by the vote of a majority of the Board of Directors or by the vote of a majority of the outstanding voting securities of the Fund) or by the Advisor upon 60 days written notice to the other party. The Advisory Agreement terminates automatically in the event of its assignment.
At an in-person meeting held on September 9, 2024 the Board, including the Independent Directors, re-approved the Advisory Agreement with respect to the Funds for an additional one-year term. A discussion regarding the basis for the Board of Directors approval of the Advisory Agreement for each of those Funds is contained in the Corporations Form N-CSR for the fiscal year ended October 31, 2024.
The Advisory Agreement also provides that none of the Advisor or any director, officer, agent or employee of the Advisor will be liable or responsible to the Corporation or any of its shareholders for any error of judgment, mistake of law or any loss arising out of any investment, or for any other act or omission in the performance by such person or persons of their respective duties, except for liability resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of their respective duties. Under the Advisory Agreement, the Advisor will also be indemnified by the Corporation as an agent of the Corporation in accordance with the terms of Corporations Articles of Incorporation.
INVESTMENT SUBADVISORY AGREEMENT
The TCW White Oak Emerging Markets Equity Funds subadvisor is White Oak Capital Partners Pte. Ltd. (White Oak or the Subadvisor), which is headquartered at 3 Church Street #22-04, Samsung Hub, Singapore 049483. White Oak is registered with the SEC as an investment advisor under the Investment Advisers Act of 1940, as amended (the Advisers Act). White Oak is also the holder of a capital markets services license for fund management pursuant to the Securities and Futures Act 2001 of Singapore and subject to supervision in Singapore by the Monetary Authority of Singapore.
The Advisor and White Oak have entered into a Subadvisory Agreement (the Subadvisory Agreement), under the terms of which the Advisor has employed White Oak on behalf of the TCW White Oak Emerging Markets Equity Fund, subject to the Advisors supervision and the ultimate direction and oversight of the Corporations Board of Directors, to provide investment advisory and management services, including, among others, managing the investment of the TCW White Oak Emerging Markets Equity Funds assets and placing orders for the purchase or sale of portfolio securities for the TCW White Oak Emerging Markets Equity Fund. The Advisor, and not the TCW White Oak Emerging Markets Equity Fund, is responsible for payment of the subadvisory fees to White Oak under the Subadvisory Agreement. Pursuant to the Subadvisory Agreement, the Advisor pays White Oak a tiered percentage of the advisory fees received by the Advisor with respect to the TCW White Oak Emerging Markets Equity Fund, as follows: 50% of the advisory fee on the Funds net assets of up to $1 billion; 55% of the advisory fee on the next $1 billion of the Funds net assets; and 70% of the advisory fee on net assets over $2 billion.
A discussion regarding the basis for the Board of Directors approval of the Subadvisory Agreement for the Fund is contained in the Corporations Form N-CSR for the period ended April 30, 2025.
Other Accounts Managed
The following tables provide information about funds and accounts, other than the Funds, for which the Funds portfolio managers are primarily responsible for the day-to-day portfolio management as of October 31, 2024.
Brandon Bond, CFA
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
1 | $ | 402 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
3 | $ | 155 | 0 | $ | 0 | ||||||||
Other Accounts |
27 | $ | 6,609 | 0 | $ | 0 |
52
Iman Brivanlou, PhD
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
2 | $ | 402 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
11 | $ | 763 | 1 | $ | 5.1 | ||||||||
Other Accounts |
25 | $ | 2,728 | 1 | $ | 834 |
Elizabeth (Liza) Crawford
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
1 | $ | 13 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
7 | $ | 971 | 3 | $ | 267 | ||||||||
Other Accounts |
24 | $ | 10,607 | 2 | $ | 2,698 |
Jerry Cudzil
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
25 | $ | 75,112 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
35 | $ | 23,361 | 10 | $ | 4,024 | ||||||||
Other Accounts |
181 | $ | 51,474 | 5 | $ | 3,019 |
Bo Fifer, CFA
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
1 | $ | 402 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
9 | $ | 1,352 | 0 | $ | 0 | ||||||||
Other Accounts |
32 | $ | 7,145 | 0 | $ | 0 |
Penelope D. Foley1
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
2 | $ | 371 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
8 | $ | 1,289 | 1 | $ | 1,029 | ||||||||
Other Accounts |
9 | $ | 4,793 | 4 | $ | 1,595 |
1 Penelope D. Foley will retire effective December 31, 2025.
Manoj Garg1
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
[0] | $ | [0 | ] | [0 | ] | $ | [0 | ] | |||||
Other Pooled Investment Vehicles |
[6] | $ | [3,251 | ] | [2 | ] | $ | [879 | ] | |||||
Other Accounts |
[5] | $ | [2,234 | ] | [5 | ] | $ | [2,234 | ] |
1 Information for Manoj Garg is provided as of [ ], 2025.
53
Christopher Hays
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
1 | $ | 74 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
6 | $ | 252 | 0 | $ | 0 | ||||||||
Other Accounts |
7 | $ | 4,372 | 2 | $ | 1,175 |
Ruben Hovhannisyan, CFA
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
25 | $ | 74,856 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
19 | $ | 16,836 | 1 | $ | 246 | ||||||||
Other Accounts |
164 | $ | 46,549 | 5 | $ | 3,019 |
Diane E. Jaffee, CFA1
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
1 | $ | 360 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
6 | $ | 652 | 0 | $ | 0 | ||||||||
Other Accounts |
21 | $ | 2,385 | 1 | $ | 834 |
1 Diane E. Jaffee will retire effective June 30, 2025.
Prashant Khemka1
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
[0] | $ | [0 | ] | [0 | ] | $ | [0 | ] | |||||
Other Pooled Investment Vehicles |
[7] | $ | [3,301 | ] | [3 | ] | $ | [929 | ] | |||||
Other Accounts |
[5] | $ | [2,234 | ] | [5 | ] | $ | [2,234 | ] |
1 Information for Prashant Khemka is provided as of [ ], 2025.
Jae H. Lee
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
2 | $ | 371 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
4 | $ | 1,187 | 1 | $ | 1,029 | ||||||||
Other Accounts |
5 | $ | 1,054 | 3 | $ | 570 |
Wen Loong Lim1
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
[0] | $ | [0 | ] | [0 | ] | $ | [0 | ] | |||||
Other Pooled Investment Vehicles |
[3] | $ | [304 | ] | [1 | ] | $ | [50 | ] | |||||
Other Accounts |
[0] | $ | [0 | ] | [0 | ] | $ | [0 | ] |
1 Information for Wen Loong Lim is provided as of [ ], 2025.
54
Brian McNamara
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
1 | $ | 402 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
3 | $ | 155 | 0 | $ | 0 | ||||||||
Other Accounts |
27 | $ | 6,609 | 0 | $ | 0 |
David I. Robbins
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
2 | $ | 371 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
8 | $ | 1,289 | 1 | $ | 1,029 | ||||||||
Other Accounts |
9 | $ | 4,793 | 4 | $ | 1,595 |
Matthew J. Spahn
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
1 | $ | 360 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
5 | $ | 647 | 0 | $ | 0 | ||||||||
Other Accounts |
20 | $ | 2,299 | 1 | $ | 834 |
Alex Stanojevic1
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
2 | $ | 371 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
8 | $ | 1,289 | 1 | $ | 1,029 | ||||||||
Other Accounts |
9 | $ | 4,793 | 4 | $ | 1,595 |
1 Alex Stanojevic will retire effective June 30, 2025.
Peter Van Gelderen
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
1 | $ | 13 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
7 | $ | 971 | 3 | $ | 267 | ||||||||
Other Accounts |
24 | $ | 10,607 | 2 | $ | 2,698 |
Bryan T. Whalen, CFA
Type of Accounts |
Total Number of Accounts Managed |
Total Assets (millions) |
Number of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) |
||||||||||
Registered Investment Companies |
24 | $ | 74,678 | 0 | $ | 0 | ||||||||
Other Pooled Investment Vehicles |
32 | $ | 19,184 | 4 | $ | 513 | ||||||||
Other Accounts |
212 | $ | 63,907 | 10 | $ | 6,767 |
Portfolio Manager Compensation
For Funds other than TCW White Oak Emerging Markets Equity Fund
The overall objective of the Advisors compensation program for portfolio managers is to attract experienced and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate, are designed to achieve these objectives and to reward the portfolio managers for their contributions to the successful performance of the
55
accounts they manage. Portfolio managers are compensated through a combination of base salary, bonus and equity incentive participation in the Advisors parent company (equity incentives). Bonus and equity incentives generally represent most of the portfolio managers compensation.
Salary. Salary is agreed to with portfolio managers at the time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of a portfolio managers compensation.
Discretionary Bonus/Guaranteed Minimums. Discretionary bonuses are paid by the Advisor or an affiliate of the Advisor (collectively, the TCW Advisors). Also, pursuant to contractual arrangements, some portfolio managers may receive minimum bonuses.
Equity Incentives. Management believes that equity ownership aligns the interests of portfolio managers with the interests of the firm and its clients. Accordingly, TCWs key investment professionals participate in equity incentives through ownership or participation in restricted unit plans that vest over time or unit appreciation plans of the Advisors parent company. The plans include the Fixed Income Retention Plan, Restricted Unit Plan and 2013 Equity Unit Incentive Plan.
Under the Fixed Income Retention Plan, certain portfolio managers in the fixed income area were awarded cash and/or partnership units in the Advisors parent company, either on a contractually-determined basis or on a discretionary basis. Awards under this plan were made in 2010 that vest over time.
Under the Restricted Unit Plan, certain portfolio managers in the fixed income and equity areas may be awarded partnership units in the Advisors parent company. Awards under this plan have vested over time, subject to satisfaction of performance criteria.
Under the 2013 Equity Unit Incentive Plan, certain portfolio managers in the fixed income and equity areas may be awarded options to acquire partnership units in the Advisors parent company with a strike price equal to the fair market value of the option at the date of grant. The options granted under this plan are subject to vesting and other conditions.
Other Plans and Compensation Vehicles. Portfolio managers may also elect to participate in the applicable TCW Advisors 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis.
For TCW White Oak Emerging Markets Equity Fund only
Each portfolio manager receives a fixed salary for investment management services from the Subadvisor, and variable compensation, which includes a discretionary annual bonus that is based on both a qualitative and quantitative evaluation of the portfolio managers performance and the Subadvisors overall performance and profitability. The discretionary annual bonus is typically paid in cash each year. In the event the Subadvisor decides to grant employee stock options, the portfolio managers may also be eligible for the same.
Ownership of Securities
The following table sets forth the dollar range of securities of each Fund beneficially owned by each portfolio manager of such Fund as of October 31, 2024. Certain portfolio managers invest in their investment strategy through investment vehicles other than the Funds.
Dollar Range of Fund Shares Beneficially Owned |
||||
TCW Concentrated Large Cap Growth Fund |
||||
Brandon Bond, CFA |
Over $1,000,000 | |||
Brian McNamara |
$100,001 - $500,000 | |||
Bo Fifer, CFA |
None | |||
TCW Relative Value Large Cap Fund |
||||
Diane E. Jaffee, CFA |
Over $1,000,000 | |||
Matthew J. Spahn |
Over $1,000,000 | |||
Iman Brivanlou, PhD |
None | |||
TCW Core Fixed Income Fund |
||||
Bryan T. Whalen, CFA |
None | |||
Jerry Cudzil |
None | |||
Ruben Hovhannisyan, CFA |
None | |||
TCW Securitized Bond Fund |
||||
Elizabeth (Liza) Crawford |
$100,001 - $500,000 | |||
Bryan T. Whalen, CFA |
$100,001 - $500,000 | |||
Peter Van Gelderen |
$50,001 - $100,000 |
56
TCW Emerging Markets Income Fund |
||
Penelope D. Foley |
None | |
David I. Robbins |
$500,001 - $1,000,000 | |
Alex Stanojevic |
$1 - $10,000 | |
Christopher Hays |
None | |
Jae H. Lee |
$10,001 - $50,000 | |
TCW White Oak Emerging Markets Equity Fund1 |
||
Prashant Khemka1 |
[ ] | |
Manoj Garg1 |
[ ] | |
Wen Loong Lim1 |
[ ] |
1 | Information for Messrs. Khemka, Garg and Lim is provided as of [ ], 2025. |
Conflicts
The Advisor.
Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including a Fund), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or TCW has a greater financial incentive, such as a performance fee account, or where an account or fund managed by a portfolio manager has a higher fee sharing percentage than the portfolio managers fee sharing percentage with respect to a Fund. When accounts managed by the Advisor (including a Fund) invest in different parts of an issuers capital structure (e.g., one account owns equity securities of an issuer while another account owns debt obligations of the same issuer), actual or potential conflicts of interest may also arise with respect to decisions concerning the issuers financing, investments or risks, among other issues, as related to the interests of the accounts. TCW has adopted policies and procedures reasonably designed to address these types of conflicts, and TCW believes its policies and procedures serve to operate in a manner that is fair and equitable among its clients, including the Funds.
The Subadvisor.
White Oak and any of its affiliates, respective officers, directors, employees and any person connected with them (collectively, the Interested Parties) may from time to time act as director, investment advisor, manager, custodian, registrar, broker, administrator, distributor or dealer in relation to, or be otherwise involved in, other funds established by parties other than the TCW White Oak Emerging Markets Equity Fund, as the case may be, which have similar or different objectives to those of the TCW White Oak Emerging Markets Equity Fund. It is, therefore, possible that any of them may, in the course of business, have potential conflicts of interest with the TCW White Oak Emerging Markets Equity Fund. In addition, subject to applicable law, any of the foregoing and their affiliates may deal, as principal or agent, with the TCW White Oak Emerging Markets Equity Fund, provided that such dealings are carried out as if effected on normal commercial terms negotiated on an arms-length basis.
The Interested Parties may invest in, directly or indirectly, or manage or advise other investment funds or accounts which invest in assets that may also be purchased or sold by the TCW White Oak Emerging Markets Equity Fund. None of the Interested Parties is under any obligation to offer investment opportunities of which any of them becomes aware to the TCW White Oak Emerging Markets Equity Fund or to account to the TCW White Oak Emerging Markets Equity Fund in respect of (or share with the TCW White Oak Emerging Markets Equity Fund or inform the TCW White Oak Emerging Markets Equity Fund of) any such transaction or any benefit received by any of them from any such transaction, nor be obliged to account to the TCW White Oak Emerging Markets Equity Fund for any profits or benefits made or derived therefrom, nor shall they have any obligation to disclose or refer to the TCW White Oak Emerging Markets Equity Fund any of the investment or service opportunities obtained through such activities, but will allocate such opportunities on an equitable basis between the TCW White Oak Emerging Markets Equity Fund and other clients. In addition, subject to applicable law, any of the foregoing may deal, as principal or agent, provided that such dealings are carried out as if effected on normal commercial terms negotiated on an arms-length basis. Interested Parties may own shares in the TCW White Oak Emerging Markets Equity Fund, deal as principals with the TCW White Oak Emerging Markets Equity Fund in the sale or purchase of investments of the TCW White Oak Emerging Markets Equity Fund or act as brokers, whether to the TCW White Oak Emerging Markets Equity Fund or to third parties, in the purchase or sale of the TCW White Oak Emerging Markets Equity Funds investments and shall be entitled to retain profits or customary commissions resulting from such dealings.
White Oak may cause the TCW White Oak Emerging Markets Equity Fund to invest in instruments in which one or more parties or affiliated entities own an interest and accordingly may derive additional fees or other benefits from such other investments. The Interested Parties may from time to time conduct business with persons or entities which invest, or whose clients invest, in the TCW White Oak Emerging Markets Equity Fund, may deal with the TCW White Oak Emerging Markets Equity Fund in multiple capacities, may have dealings with others doing business with the TCW White Oak Emerging Markets Equity Fund or engaged in competitive activities and may earn fees from or receive or provide other consideration from or to any of the foregoing. White Oak and each of its directors presently and will in the future, directly or indirectly, direct, sponsor or manage multiple accounts.
White Oak and each of its directors may have financial or other incentives to favor some such accounts over the TCW White Oak Emerging Markets Equity Fund. However, some conflicts may arise due to some of the officers of the Advisor having duties in connection with other investment funds/matters. Such officers may have conflicts of interest in allocation of responsibilities, services and functions among the TCW White Oak Emerging Markets Equity Fund and other similar entities to the TCW White Oak Emerging Markets Equity Fund.
57
In the event that a conflict of interest arises, White Oak will endeavor to ensure that such conflict is resolved fairly. White Oak has adopted policies and procedures reasonably designed to address these types of conflicts, and White Oak believes its policies and procedures serve to operate in a manner that is fair and equitable among its clients, including the TCW White Oak Emerging Markets Equity Fund.
TCW Funds Distributors LLC (the Distributor), 515 South Flower Street, Los Angeles, CA 90071, serves as the non-exclusive distributor of each class of the Funds shares pursuant to an Amended and Restated Distribution Agreement (the Distribution Agreement) with the Corporation, which is subject to the annual approval by the Board. Shares of the Funds are offered and sold on a continuous basis. The Distribution Agreement is terminable without penalty with 60 days notice, by the Board of Directors, by vote of holders of a majority of the Corporations shares, or by the Distributor. The Distributor receives no compensation from the Funds for distribution of the Funds shares except payments pursuant to the Corporations distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (the Distribution Plan) as described below. The Distributor is affiliated with the Advisor.
Each Fund offers three classes of shares: Institutional I Class, [ ] I-3 Class, and Investor N Class, except for the TCW Core Fixed Income Fund, TCW Securitized Bond Fund, and TCW Emerging Markets Income Fund, which also offer Plan Class shares. Class I shares are offered primarily for direct investment by investors. Class I-3 shares are offered [ ]. Class N shares are offered through firms which are members of the Financial Industry Regulatory Authority (FINRA) and which have dealer agreements with the Distributor and other financial intermediaries. Plan Class shares are offered primarily for retirement plans, including defined benefit and defined contribution plans (which may include participant-directed plans).
Rule 18f-3 Plan
The Corporation has adopted a Plan Pursuant to Rule 18f-3 under the 1940 Act (the Rule 18f-3 Plan). Under the Rule 18f-3 Plan, shares of each class of each Fund represent an equal pro rata interest in such Fund and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each class has a different designation; (b) each class of shares bears any class-specific expenses allocated to it; and (c) each class has exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution or service arrangements, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. In addition, each class may have a differing sales charge structure and differing exchange and conversion features.
Rule 12b-1 Plan
The Corporation has adopted the Distribution Plan with respect to the Class N shares of each Fund. Under the terms of the Distribution Plan, each Fund compensates the Distributor at a rate equal to 0.25% of the average daily net assets of the Fund attributable to its Class N shares for distribution and related services, regardless of the distribution related expenses the Distributor incurs. The Distributor makes payments to financial intermediaries under various dealer agreements for distribution and related services, which may include, but are not limited to, the following: providing facilities to answer questions from prospective investors about a Fund; receiving and answering correspondence, including requests for prospectuses and statements of additional information; preparing, printing and delivering prospectuses and shareholder reports to prospective shareholders; complying with federal and state securities laws pertaining to the sale of Class N shares; and assisting investors in completing application forms and selecting dividend and other account options. Because these fees are paid out of the Funds assets on an ongoing basis, over time these fees will increase the cost of an investors investment and may cost such investor more than paying other sales charges. The Distribution Plan is intended to facilitate the sale of Class N shares. Because the various Funds may be marketed jointly, the payments made by some Funds could have the effect of also promoting other Funds, but the charges imposed by intermediaries are normally billed with respect to specific Funds.
The following table sets forth the amounts of payments made by each Fund to the Distributor under the Distribution Plan with respect to Class N shares for the fiscal year ended October 31, 2024:
Amount | ||||
U.S. Equity Funds |
||||
TCW Concentrated Large Cap Growth Fund |
$ | 331,014 | ||
TCW Relative Value Large Cap Fund |
221,294 | |||
U.S. Fixed Income Funds |
||||
TCW Core Fixed Income Fund |
355,186 | |||
TCW Securitized Bond Fund |
894,904 |
58
International Funds |
||||
TCW Emerging Markets Income Fund |
1,185,343 | |||
TCW White Oak Emerging Markets Equity Fund1 |
N/A |
1 | TCW White Oak Emerging Markets Equity Fund did not commence investment operations prior to October 31, 2024. |
All of the amounts shown above were paid as compensation for distribution-related services and shareholder-related services to broker/dealers, recordkeepers and other intermediaries. These amounts reflect actual payments made by the Funds net of reimbursement by the Advisor. The Funds did not have any unreimbursed expenses under the Distribution Plan carried over to future years.
No interested person of the Funds or any Independent Director has any direct or indirect financial interest in the operation of the Distribution Plan except to the extent that the Distributor, the Advisor or certain of their employees may be deemed to have such an interest as a result of the benefits derived from the successful operation of the Distribution Plan. The Funds do not participate in any joint distribution activities with another investment company other than the TCW Metropolitan West Funds.
The Distribution Plan provides that it may not be amended to materially increase the costs which Class N shareholders may bear under the Distribution Plan without the approval of a majority of the outstanding voting securities of the Class N and by vote of a majority of both (i) the Board of Directors, and (ii) the Independent Directors who have no direct or indirect financial interest in the operation of the Distribution Plan or any agreements related to it cast in person at a meeting called for the purpose of voting on the Plan and any related amendments. A Fund is not obligated under the Distribution Plan to pay any distribution expense in excess of the distribution fee. Thus, if the Distribution Plan were terminated or otherwise not continued, no amounts (other than current amounts accrued but not yet paid) would be owed by the Fund.
The Distribution Plan was initially approved by the Board of Directors on December 17, 1998 and provides that it shall continue in effect so long as such continuance is specifically approved at least annually by the vote of a majority of both (i) the Board of Directors, and (ii) the Independent Directors who have no direct or indirect financial interest in the operation of the Distribution Plan or any agreements related to it cast in person at a meeting called for the purpose of voting on the Distribution Plan and any related amendments.
Receipt of Orders by Intermediaries
The Funds have authorized one or more brokers to receive on its behalf purchase and redemption orders and such brokers are authorized to designate other intermediaries to receive purchase and redemption orders on the Funds behalf. Pursuant to such authorizations, the Funds will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a brokers authorized designee, receives the order; and customer orders will be priced at a Funds net asset value next computed after they are received by an authorized broker of the brokers authorized designee and accepted by the Fund.
Other Shareholder Servicing Expenses Paid by the Funds
Each Fund is authorized to compensate each broker-dealer and other third-party intermediary up to 0.10 percent (10 basis points) of the [Class I, Class N and Plan Class] assets and up to 0.20 percent (20 basis points) of the Class I-3 assets serviced for that Fund by that intermediary for shareholder services. These services constitute sub-recordkeeping or similar services and, with the exception of Class I-3 assets, sub-transfer agent or similar services and are similar in scope to services provided by the Funds transfer agent to a Fund. These expenses paid by a Fund would remain subject to any overall expense limitation applicable to that Fund. These expenses are in addition to any supplemental amounts the Advisor pays out of its own resources and are in addition to the Funds payment of any amounts through the Distribution Plan. This amount may be adjusted, subject to approval by the Board of Directors.
Payments by the Advisor
Set forth below is a list of the member firms of FINRA to which the Advisor, or its affiliates, made payments out of their revenues in connection with the sale and distribution of the Funds shares or for services to the Funds and their shareholders for the year ended December 31, 2024. Such payments are in addition to any Distribution Plan amounts paid to such FINRA member firms. The payments are discussed in detail in the Prospectus under the title Payments by the Advisor. Any additions, modifications, or deletions to the FINRA member firms identified in this list since December 31, 2024 are not reflected:
FINRA member firm
Fidelity Investments |
Pershing |
59
Merrill Lynch |
Charles Schwab |
Morgan Stanley |
UBS Financial Services Incorporated |
Ameriprise Financial Services Inc. |
Wells Fargo |
Nationwide Investment Services Corp |
Principal Life Insurance Company |
VOYA |
Raymond James |
T. Rowe Price Retirement Plan Services |
RBC Capital Markets Corporation |
Mass Mutual Financial Group |
The Advisor or its affiliates may also make payments to selling and shareholder servicing agents that are not FINRA member firms and that sell shares of or provide services to the Funds and their shareholders, such as banks, insurance companies and plan administrators. These firms are not included on the list above, although they may be affiliated with companies on the above list.
Administrator
State Street Bank and Trust Company serves as the administrator of the Corporation (in such capacity, the Administrator) pursuant to an Administration Agreement between the Corporation, on behalf of the Funds, and the Administrator (the Administration Agreement). Under the Administration Agreement, the Administrator provides certain accounting and administrative services to the Corporation, including: fund accounting; calculation of the daily net asset value of each Fund; monitoring each Funds expense accruals; calculating monthly total return and yield figures; prospectus and statement of additional information compliance monitoring; preparing certain financial statements of the Funds; and preparing the Corporations Form N-CEN. The Administrator receives a combined accounting, administration and custody (as custodian of the Corporation) fee based on the combined assets of the Corporation and TSI as follows: 0.0210% of the first $10 billion in assets; 0.0100% of the next $10 billion in assets; 0.0075% of the next $5 billion in assets and 0.0050% thereafter. For the fiscal years ended October 31, 2024, 2023, and 2022, the Administrator received accounting and administration fees of $1,044,306, $1,635,273, and $2,774,498, respectively, from the Corporation.
Transfer Agent
U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, WI 53201, serves as transfer agent for the Corporation.
Custodians
State Street Bank and Trust Company, One Congress Street, Boston, Massachusetts 02114, serves as custodian for the Corporation. Chase Bank, 4 New York Plaza, New York, New York 10004 and Morgan Guaranty Trust Company, 60 Wall Street, New York, New York 10260 act as limited custodians under the terms of certain repurchase and futures agreements.
Independent Registered Public Accounting Firm
[ ], serves as the independent registered public accounting firm of the Funds. [ ] or its affiliates provide audit services and assurance, tax return review, and other tax consulting services and assistance, in connection with the review of various SEC filings.
Legal Counsel
Paul Hastings LLP, 101 California Street, 48th Floor, San Francisco, CA 94111, serves as counsel to the Corporation.
Securities Lending
The Board has approved each Funds participation in a securities lending program. Under the securities lending program, each Fund has retained State Street Bank and Trust Company to serve as the securities lending agent.
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For the fiscal year ended October 31, 2024, the Funds did not engage in securities lending.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of [ ], 2025, the Directors and officers of the Corporation, as a group, owned less than 1% of the outstanding shares of each class of the Funds.
Persons that, to our knowledge, beneficially own, directly or through one or more controlled companies, more than 25% of the outstanding shares of a Fund may be deemed to control (as that term is defined in the 1940 Act) that Fund and may be able to affect or determine the outcome of matters presented for a vote of the shareholders of that Fund. As of [ ], 2025, the following shareholders held of record or were known to the Corporation to own beneficially more than 25% of the outstanding shares of a Fund.
[To be provided]
A principal holder is a person who owns of record or, to our knowledge, beneficially 5% or more of any class of a Funds outstanding shares. As of [ ], 2025, the following shareholders held more than 5% of the indicated class of the outstanding shares of a Fund.
[To be provided]
Advisor.
The Corporation, the Advisor and the Distributor are subject to a joint Code of Ethics under Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, as amended, with respect to certain investment transactions by persons subject to the Code of Ethics to avoid any actual or potential conflict of interest or abuse of any fiduciary position. The Code of Ethics permits personnel subject to the Code of Ethics to invest in securities, including securities that may be held by the Funds.
Subadvisor.
White Oak follows a Code of Ethics under Rule 204A-1 of the Advisers Act expressing White Oaks commitment to ethical conduct. White Oaks Code of Ethics describes its fiduciary duties and responsibilities to its clients and sets forth White Oaks (i) policies on receipt of gifts by employees and campaign contributions and (ii) practice of monitoring the personal securities transactions of supervised persons with access to client investment recommendations. Under White Oaks Code of Ethics, all supervised personnel have a duty to act only in the best interests of the TCW White Oak Emerging Markets Equity Fund and all potential conflicts and violations of the Code of Ethics must be promptly reported to White Oaks Compliance department. All supervised personnel must acknowledge the terms of the Code of Ethics annually, or as amended. It is the expressed policy of White Oak that no person employed by White Oak shall prefer his or her own interest to that of an advisory client or make personal investment decisions based on the investment decisions of advisory clients.
DISCLOSURE OF PORTFOLIO INFORMATION
General. The Funds have established a policy governing the disclosure of each Funds portfolio holdings that is designed to protect the confidentiality of that Funds non-public portfolio holdings and to prevent inappropriate selective disclosure of those holdings. The Funds Board of Directors has approved this policy and will be asked to approve any material amendments to this policy. Exceptions to the Corporations portfolio holdings disclosure policies may be granted only by an executive officer of the Corporation or the Chief Executive Officer of the Advisor upon a determination that the release of information would be in the best interests of the Funds shareholders and appropriate for legitimate business purposes, and must be reported quarterly to the Board of Directors. There is no guarantee that the Corporations policies on the use and dissemination of portfolio holdings information will protect the Funds from the potential misuse of holdings by individuals or firms in possession of that information. The Board of Directors will monitor disclosure of portfolio holdings by approval in advance of material changes to that policy, and by occasional review of reports or discussions with the Corporations officers about disclosures of the Funds portfolio holdings.
Investors in separate accounts and unregistered products managed by the Advisor or its affiliates have access to their portfolio holdings, and prospective investors of separate accounts and unregistered products have access to representative portfolio holdings.
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Disclosures of portfolio holdings to those investors and prospective investors are not subject to the Funds disclosure of portfolio holdings policies discussed above and below. Some of these separate accounts and unregistered products have substantially similar or identical investment objectives and strategies as certain Funds and, therefore, may have similar, or in certain cases nearly identical, portfolio holdings as those Funds.
Neither the Advisor nor the Funds will receive any compensation or other consideration in connection with disclosure of a Funds portfolio holdings.
Public Disclosure of Portfolio Holdings. The Funds currently disclose their portfolio holdings as of the end of the second and fourth quarters in their semi-annual and annual Form N-CSR, and their portfolio holdings as of the end of the first and third quarters in their Form N-PORT reports, which are available at www.sec.gov and www.TCW.com. The Funds or the Advisor may distribute non-specific information about the Funds and/or summary information about the Funds at any time. Such information will not identify any specific portfolio holding, but may reflect, among other things, the quality or character of a Funds holdings.
In addition, it is the policy of the Corporation to provide certain unaudited information regarding the portfolio composition of the Funds as of month-end to shareholders and others upon request to the Funds, beginning on the 15th calendar day after the end of the month (or, if not a business day, the next business day thereafter). These complete holdings lists are not contained on the Corporations website. Top ten holdings lists and other portfolio characteristics at month-end for certain Funds may be found on the Corporations website at www.TCW.com.
Shareholders and others who wish to obtain portfolio holdings for a particular month may make a request by contacting the Funds between the hours of 7:00 a.m. and 5:00 p.m., Pacific time, Monday through Friday, toll free at (877) 829-4768 beginning on the 15th day following the end of that month (or, if not a business day, the next business day thereafter). Requests for portfolio holdings may be made on a monthly basis pursuant to this procedure or pursuant to standing requests.
Persons making requests will be asked to provide their name and a mailing address, e-mail address or fax number. The Funds reserve the right to refuse to fulfill a request if they believe that providing portfolio holdings would be contrary to the best interests of the Funds. Those decisions are made by personnel of the Advisor or the Corporation with the title of Senior Vice President, Managing Director or higher (an Authorized Person).
Disclosure of Non-Public Portfolio Holdings. A Fund may, in certain cases, disclose to third parties its portfolio holdings that have not been made publicly available. Disclosure of non-public portfolio holdings to third parties may be made only if an Authorized Person determines that such disclosure is in the best interests of the Funds shareholders. In addition, the third party receiving that information, or any representatives of a third party receiving that information, will be required to agree in writing to keep that information confidential and use it for an agreed upon legitimate business purpose. The Advisors legal department reviews any confidentiality agreement entered into with a third party receiving non-public portfolio holdings. The restrictions and obligations described in this paragraph do not apply to non-public portfolio holdings provided to entities that provide on-going services to the Funds in connection with their day-to-day operations and management, including the Funds Advisor and its affiliates, and the Funds custodian, administrator, pricing services, broker-dealers, accounting services provider, independent registered public accounting firm, financial printer, and proxy voting service provider.
To the extent that an Authorized Person determines that there is a potential conflict of interest with respect to the disclosure of information that is not publicly available between the interests of a Funds shareholders, on the one hand, and the Advisor, or an affiliated person of the Advisor or the Fund, on the other, the Authorized Person must inform the Corporations Chief Compliance Officer of that potential conflict of interest, and the Corporations Chief Compliance Officer shall determine whether, in light of the potential conflict, disclosure is reasonable under the circumstances.
Current or quarterly portfolio holdings may be disclosed to governmental authorities pursuant to applicable laws or regulations, or a judicial, regulatory or other similar request. Information regarding the characteristics of the Funds portfolio, such as its current credit quality or duration, may be provided upon request, subject to the discretion of the Corporations officers.
Ongoing Arrangements to Make Portfolio Holdings Available. With authorization from the Corporations Chief Compliance Officer or an Authorized Person, fund representatives disclose Fund portfolio holdings to the following recipients on an ongoing basis: the Advisor; fund rating agencies (including Refinitiv and Morningstar); consultants and analysts (including Bloomberg, FactSet Research Systems, Finance-Doc, EPFR, and D.E. Shaw); State Street Bank and Trust Company (the Funds custodian); Chase Bank (the Funds limited custodian under the terms of certain repurchase and futures agreements); U.S. Bank Global Fund Services (the Funds transfer agent); Deloitte & Touche LLP (the Funds independent registered public accounting firm); Donnelley Financial Solutions (financial printer); Paul Hastings LLP, legal counsel for the Advisor, the Corporation and the Board; Dechert LLP, legal counsel for the Independent Directors; and Glass Lewis & Co., LLC (the proxy voting service provider and the service provider that has been retained to process votes and corporation actions on behalf of the Funds). Each recipient, except the Funds independent registered public
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accounting firm and the Funds financial printer, receives the portfolio holdings information on a daily basis. Each of the Funds independent registered public accounting firm, legal counsel and the Funds financial printer receives the information when requested in connection with its services to the Funds.
The Board of Directors has delegated the Corporations proxy voting authority to the Advisor. With respect to the TCW White Oak Emerging Markets Equity Fund, unless otherwise instructed by the Fund, the Advisor may, and generally will, delegate the responsibility for voting proxies relating to the TCW White Oak Emerging Markets Equity Funds portfolio securities to the Subadvisor, provided that the provided that the Subadvisor either (1) follows TCWs Proxy Voting Policy and Procedures; or (2) has demonstrated that its proxy voting policies and procedures (Subadvisors Proxy Voting Policies and Procedures) are in the best interests of TCWs clients and appear to comply with governing regulations. TCW also shall be provided the opportunity to review the Subadvisors Proxy Voting Policy and Procedures as deemed necessary or appropriate by TCW. To the extent such responsibility is delegated to the Subadvisor, the Subadvisor will assume the fiduciary duty and reporting responsibilities of the Advisor.
Information regarding how the Funds voted proxies related to portfolio securities during the most recent twelve-month period ended June 30 is available:
1. | without charge, upon request, by calling 800-FUND-TCW (800-386-3829); |
2. | free of charge, on the Corporations website at www.TCW.com; or |
3. | on the SECs website at http://www.sec.gov. |
When the Corporation receives a request for its proxy voting record, it will send the information disclosed in the Corporations most recently filed report on Form N-PX via first-class mail (or other means designed to ensure equally prompt delivery) within three business days of receipt of the request. The Corporation also posts Form N-PX on its website as soon as is reasonably practicable after it is filed with the SEC.
The following is a summary of the proxy voting guidelines of the Advisor and the Subadvisor.
TCW INVESTMENT MANAGEMENT COMPANY LLC
SUMMARY OF GLOBAL PORTFOLIO PROXY VOTING GUIDELINES
TCW, through certain subsidiaries and affiliates, acts as investment advisor for a variety of clients, including U.S.-registered investment companies. TCW has the right to vote proxies on behalf of its U.S. registered investment company clients and other clients, and believes that proxy voting rights can be a significant asset of its clients holdings.
Accordingly, TCW seeks to exercise that right consistent with its fiduciary duties on behalf of its clients. This policy applies to all discretionary accounts over which TCW has proxy voting responsibility or an obligation to provide proxy voting guidance with respect to the holdings it advises on a model or wrap basis.
While the Global Portfolio Proxy Voting Policy, Guidelines, and Procedures (the Policy) outlined here are written to apply internationally, differences in local practice and law make a universal application of these guidelines impractical. As a consequence, it is important to note that each proposal is considered individually, reflecting the effects on the specific company and unique attributes of the industry and/or geography. In addition, this document serves as a set of general guidelines, not hardcoded rules, which are designed to aid us in voting proxies for TCW and not necessarily in making investment decisions. At TCW, we reserve the right in all cases to vote in contravention of the guidelines outlined in this Policy where doing so is judged to represent the best interests of its clients in the specific situation.
Engagement and Active Ownership Philosophy
As we seek to deliver on our clients financial objectives, engagement and active ownership are integral components of TCWs research and investment process. Our data-informed engagement and active ownership practices achieve several objectives. The information elicited from these practices not only helps to improve our fundamental research, but our engagement and active ownership practices may also have positive impacts on the company or other entities by suggesting best practices that can address critical, financially material issues in areas of sustainability, corporate governance, or executive compensation.
Our approach to engagement and active ownership encompasses a variety of tools tailored to different asset classes. Engagement is a practice applied to all our investments, spanning equity and fixed income, in both private and public markets. Proxy voting is primarily relevant to public equities. Situations in which we find ourselves as a significant or controlling shareholder, or situations where we are the lead debt holder in a special situation occur primarily within our private business and demand a more tailored approach. We also actively engage with the industry in question to help leverage our expertise and improve industry practices more broadly.
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Our portfolio managers, research analysts, and sustainable investment analysts collaborate closely in our ongoing dialogues with companies, investee entities, as well as suppliers, customers, competitors, and the broader industry. Our objective is, wherever feasible, to pursue engagement in an integrated fashion, bringing together investment professionals from sustainability and fundamental research teams, often focused on different parts of the capital structure. This integrated approach to engagement forms the cornerstone of our active ownership responsibilities and guides the investment choices we make on behalf of our clients. As an example, TCW analysts covering the same company from sustainability, corporate credit, and public equity research teams frequently find themselves jointly engaging with management on topics such as corporate strategy and governance, climate-related business plans, executive compensation, or diversity of perspectives on the board.
The depth and breadth of TCWs investments provides an important platform by which we engage with companies and other entities. Engagement is not just about having a dialogue with companies and other entities that already demonstrate a comprehensive approach to sustainability; it is also about engaging with companies and other entities that have less advanced sustainability practices. Our primary goal with engagement is to advance best practices in governance, transparency, and the management of identified material risks to ultimately drive long-term value in the investments we make on behalf of our clients.
Engagement is a dynamic and long-term process that evolves over multiple years. While change may require considerable time to materialize, our analysts continually reinforce and monitor our engagement objectives during their regular interactions with companies and other entities. Lack of responsiveness or progress is duly reflected in our assessments of investee entities, potentially leading to further actions as deemed necessary. We maintain a record of our engagements and may provide our clients an overview of both the volume and depth of these engagements when requested. In 2024, TCW was named a signatory to the UK Stewardship Code.
Proxy Voting Procedures
TCW will make every reasonable effort to execute proxy votes on behalf of its clients prior to the applicable deadlines. However, TCW often relies on third parties, including custodians and clients, for the timely provision of proxy ballots. TCW may be unable to execute on proxy votes if it does not receive requisite materials with sufficient time to review and process them.
Furthermore, TCW may receive ballots for some strategies for which the typical expression of our engagement and stewardship policies may not be possible. For instance, quantitative strategies use machine learning models that employ algorithms for security selection, and these securities may only be held for a short period of time. For ballots received for securities held in these strategies, TCW may elect not to vote.
Additionally, TCW may receive ballots for strategies under the TCW Transform ETF platform for companies in jurisdictions where the availability of certain data would permit TCW to further assess company practices along certain themes, where these themes may be deemed material. Please see the Guidelines section below for further detail on those areas.
Proxy Committee
In order to carry out its fiduciary responsibilities in the voting of proxies for its clients, TCW has established a proxy voting committee (the Proxy Committee). The Proxy Committee generally meets quarterly (or at such other frequency as determined by the Proxy Committee), and its duties include establishing and maintaining the Policy, overseeing the internal proxy voting process, and reviewing proxy voting proposals and issues that may not be covered by the Policy. The Proxy Committee also works with TCWs investment teams to evolve TCWs engagement process, proxy voting philosophy, scope of coverage, and execution.
Proxy Voting Services
TCW also uses outside proxy voting services (each an Outside Service) to help manage the proxy voting process. An Outside Service facilitates TCWs voting according to the Policy (or, if applicable, according to guidelines submitted by TCWs clients) by providing proxy research, an enhanced voting technology solution, and record keeping and reporting system(s). To supplement its own research and analysis in determining how best to vote a particular proxy proposal, TCW may utilize research, analysis or recommendations provided by the Outside Service on a case-by-case basis. TCW does not as a policy follow the assessments or recommendations provided by the proxy voting service without its own determination and review. Under specified circumstances described below involving potential conflicts of interest, an Outside Service may also be requested to help decide certain proxy votes. In those instances, the Proxy Committee shall review and evaluate the voting recommendations of such Outside Service to ensure that recommendations are consistent with TCWs clients best interests.
Conflicts of Interest
In the event a potential conflict of interest arises in the context of voting proxies for TCWs clients, TCW will cast its votes according to the Policies or any applicable guidelines provided by TCWs clients. In cases where a conflict of interest exists and there is no predetermined vote, the Proxy Committee will vote the proposals in a manner consistent with established conflict of interest procedures.
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Proxy Voting Information and Recordkeeping
Upon request, TCW provides proxy voting records to its clients. TCW shall disclose the present policy as well as the results of its implementation (including the way TCW has voted) on its website in accordance with applicable law.
TCW or an Outside Service will keep records of the following items: (i) Proxy Voting Policies and any other proxy voting procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SECs Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iii) records of votes cast on behalf of clients (if maintained by an Outside Service, that Outside Service will provide copies of those records promptly upon request); (iv) records of written requests for proxy voting information and TCWs response; and (v) any documents prepared by TCW that were material to making a decision on how to vote, or that memorialized the basis for the decision. Additionally, TCW or an Outside Service will maintain any documentation related to an identified material conflict of interest.
TCW or an Outside Service will maintain these records in an easily accessible place for at least seven years from the end of the fiscal year during which the last entry was made on such record. For the most recent two years, TCW or an Outside Service will store such records at its principal office.
International Proxy Voting
While TCW utilizes the Policy for both international and domestic portfolios and clients, there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is relatively easy to vote proxies, as the proxies are automatically received and may be voted by mail or electronically.
For proxies of non-U.S. companies, although it can be both difficult and costly to vote proxies, TCW will make every reasonable effort to vote such proxies.
For further information on the Corporations Global Proxy Voting Policy, including procedures and guidelines, please visit:
https://www.tcw.com/Global-Proxy-Voting-Policy.
WHITE OAK CAPITAL PARTNERS PTE. LTD.
SUMMARY OF PROXY VOTING GUIDELINES
(TCW White Oak Emerging Markets Equity Fund only)
White Oak has developed a written policy and procedures governing its activities relating to proxy voting. In general, the policy requires White Oak to vote client proxies in the interest of maximizing shareholder value. In addition, White Oak maintains a record of all proxy votes cast on behalf of clients. There may be instances where White Oaks interests conflict, or appear to conflict, with client interests in the voting of proxies. White Oak recognizes that any material conflicts of interest must be addressed before voting the proxies. In situations where there is a conflict of interest or appearance of a conflict of interest, White Oak will cast the proxy votes in a manner consistent with the best interest of the clients and shall place those interests ahead of its own. White Oak will take necessary steps to ensure that a decision to vote the proxy was based on White Oaks determination of the clients best interest and was not the product of the conflict.
DETERMINATION OF NET ASSET VALUE
As stated in the Prospectus, the net asset value per share (the NAV) of each Funds shares will fluctuate and is determined as of 4:00 p.m. Eastern Time, the normal close of regular trading on the New York Stock Exchange (the NYSE), on each day the NYSE is open for trading. If, for example, the NYSE closes at 1:00 p.m. New York time, each Funds NAV would still be determined as of 4:00 p.m. New York time. In this example, portfolio securities traded on the NYSE would be valued at their closing prices unless the Advisor, as the Valuation Designee, determined that a fair value adjustment is appropriate due to subsequent events. The NYSE annually announces the days on which it will not be open for trading; the most recent announcement indicates that it will not be open on the following days: New Years Day, Martin Luther King Jr. Day, Presidents Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NYSE may, however, close on days not included in that announcement. No Fund is required to compute its net asset value on any day on which no order to purchase or redeem its shares is received. The daily net asset value may not reflect the closing market price for all futures contracts held by the Funds because the markets for certain futures contracts close shortly after the time net asset value is calculated. Additionally, the daily net asset value may not reflect after hours trading that occurs.
Fixed-income securities, including short term securities, for which market quotations are readily available, are valued at prices as provided by independent pricing vendors or quotations from broker-dealers. The Funds receive pricing information from independent
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pricing vendors approved by the Advisor as the Board of Directors Valuation Designee. The Funds may also use what they refer to as a benchmark pricing system to the extent vendors prices for securities are either inaccurate (such as when the reported prices are different from recent known market transactions) or are not available from another pricing source. For a security priced using this system, the Advisor initially selects a proxy comprised of a relevant security (i.e., U.S. Treasury Note) or benchmark (e.g., SOFR) and a multiplier, divisor or margin that the Advisor believes would together best reflect changes in the market value of the security. The Advisor adjusts the value of the security daily based on changes to the market price of the assigned benchmark. Once each month, the Advisor attempts to obtain from one or more dealers the prices for those benchmarked securities in order for the Advisor to review the effectiveness of the benchmark prices and to determine if any adjustment to the model is necessary. It is possible that the Advisor will be unable to obtain those broker quotes. Although the Advisor believes that benchmark pricing is the most reliable method for pricing securities not priced by pricing services, there is no assurance that the benchmark price reflects the actual price for which a Fund could sell a security. The accuracy of benchmark pricing depends on the judgment of one or more market makers regarding a securitys market price, as well as the choice of the appropriate benchmark, subject to review by the Advisor.
Fixed income securities can be complicated financial instruments. There are many methodologies (including computer based analytical modeling and individual security evaluations) available to generate approximations of their market value, and there is significant professional disagreement about which is best. No evaluation method may consistently generate approximations that correspond to actual traded prices of the instruments. Evaluations may not reflect the transaction price at which an investment can be purchased or sold in the market.
Equity securities, including depositary receipts, are valued at the last reported sale price as reported by the stock exchange or pricing service. Securities traded on the NASDAQ Stock Market (NASDAQ) are valued using the official closing prices as reported by NASDAQ. In cases where equity securities are traded on more than one exchange, the securities are valued using the prices from the respective primary exchange of each security. Options on equity securities are valued at the average of the latest bid and ask prices as reported by the stock exchange or pricing service. S&P 500 futures contracts generally are valued at the first sale price after 4:00 p.m. ET on the Chicago Mercantile Exchange. All other futures contracts are valued at the official settlement price of the exchange on which the applicable contract is traded. Changes to market closure times may alter when futures contracts are valued.
Trading in securities listed on foreign securities exchanges is normally completed before the close of regular trading on the NYSE. In addition, foreign securities trading may not take place on all NYSE business days and may occur on days on which the NYSE is not open. The Advisor values the foreign equity securities (exclusive of certain Latin American and Canadian equity securities) using a fair valuation methodology which is designed to address the effect of movements in the U.S. market on the securities traded on foreign exchanges that had been closed for a period of time due to time zone difference. The utilization of the fair value model may result in the adjustment of prices taking into account fluctuations in the U.S. market. The fair value model is utilized each trading day and is not dependent on certain thresholds or triggers.
Foreign currency exchange rates are generally determined prior to the close of trading on the NYSE. Foreign currency exchange transactions conducted on a spot basis are valued at the spot rate prevailing in the foreign exchange market.
Securities and other assets that cannot be valued as described above will be valued at their fair value as determined by the Advisor under the general oversight of the Board of Directors. The guidelines established by the Advisor with respect to fair valuation generally take into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The benchmark pricing system described above also is regarded as a type of fair value pricing. Information that becomes known to the Funds or their agents after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the price of a security or the NAV determined earlier that day. Valuing a security at a fair value involves relying on a good faith value judgment made by individuals rather than on price quotations obtained in the marketplace. Although intended to reflect the actual value at which securities could be sold in the market, the fair value of one or more securities could be different from the actual value at which those securities could be sold in the market. Therefore, if a shareholder purchases or redeems shares in a Fund and the Fund holds securities priced at fair value, valuing a security at a fair value may have the unintended effect of increasing or decreasing the number of shares received in a purchase or the value of the proceeds received upon a redemption.
Short-Term Capital Gains Tax in India
In addition, the Fund may be subject to short-term capital gains tax in India on gains realized upon disposition of Indian securities held less than one year. The tax is computed on net realized gains; any realized losses in excess of gains may be carried forward for a period of up to eight years to offset future gains. Any net taxes payable must be remitted to the Indian government prior to repatriation of sales proceeds. The Fund accrues a deferred tax liability for net unrealized short-term gains in excess of available carryforwards on Indian securities. This accrual may reduce the Funds NAV.
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Shares of a Fund may be purchased and redeemed in the manner described in the Prospectus and in this SAI.
Use of Sub-Transfer Agency Accounting or Administrative Services
Certain financial intermediaries have contracted with the Distributor to perform certain sub-transfer agent accounting or administrative services for certain clients or retirement plan investors who have invested in the Funds. In consideration of the provision of these sub-transfer agency accounting or administrative services, the financial intermediaries will receive sub-transfer agency accounting or administrative fees, a portion of which may be paid by the Funds.
Purchases Through Broker-Dealers and Financial Organizations
Shares of the Funds may be purchased and redeemed through certain broker-dealers and financial organizations and their authorized intermediaries. If purchases and redemptions of a Funds shares are arranged and settlement is made at an investors election through a registered broker-dealer, other than the Distributor, the broker-dealer may, in its discretion, charge a fee for that service.
Computation of Public Offering Prices
The Funds offer their shares to the public on a continuous basis. The public offering price per share of each Fund is equal to its net asset value per share next computed after receipt of a purchase order. See Determination of Net Asset Value above.
Purchase in Kind
A Fund may, at the sole discretion of the Advisor, accept securities in exchange for shares of the Fund. Securities which may be accepted in exchange for shares of a Fund must: (1) meet the investment objectives and policies of the Fund; (2) have been acquired for investment and not for resale; (3) be liquid securities not restricted as to transfer either by law or liquidity of market (determined by reference to liquidity policies established by the Board of Directors); and (4) have a value which is readily ascertainable as evidenced by, for example, a listing on a recognized stock exchange. In-kind purchases are not accepted for the Fidelity Prime Money Market Portfolio, which is an unaffiliated separately managed money market mutual fund.
Redemption in Kind
The Corporation has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which each Fund is obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Fund during any 90-day period for any one shareholder. Accordingly, if the Board of Directors determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to make a redemption payment wholly in cash, the Fund may pay, in accordance with SEC rules, a portion of the redemption in excess of the lesser of $250,000 or 1% of the Funds net assets by distribution in kind of portfolio securities in lieu of cash. Shareholders receiving distributions in kind may incur brokerage commissions or other costs when subsequently disposing of shares of those securities.
Unclaimed Property/Lost Shareholder
It is important that each Fund maintains a correct address for each shareholder. An incorrect address may cause a shareholders account statements and other mailings to be returned to the Fund. Based upon statutory requirements for returned mail addressed to a shareholder, the Fund will attempt to locate the shareholder or rightful owner of the account. If the Fund is unable to locate the shareholder, then it will determine whether the shareholders account can legally be considered abandoned. The account may be transferred to the shareholders state of residence if no activity occurs within their account during the inactivity period specified in that states abandoned property laws. The Funds are legally obligated to escheat (or transfer) abandoned property to the appropriate states unclaimed property administrator in accordance with statutory requirements. The shareholders last known address of record determines which state has jurisdiction.
Shareholders residing in Texas may designate a representative to receive notifications that, due to inactivity, your account assets may be delivered to the Texas Comptroller. Please contact the Transfer Agent if you wish to complete a Texas Designation of Representative form.
A shareholder may exchange all or part of its shares of a class of one Fund for shares of the same class of another Fund (provided the shares to be acquired in the exchange are qualified for sale in the shareholders state of residence). An exchange of shares between Funds is treated for federal income tax purposes as a redemption (sale) of shares given in exchange by the shareholder, and an exchanging shareholder may, therefore, realize a taxable gain or loss in connection with the exchange. Conversion between two
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classes of a Fund is intended for shares held through a financial intermediary offering a fee-based or wrap-fee program that has an agreement with the Advisor or the Distributor specific for this purpose. Such a conversion in these particular circumstances does not cause a shareholder to realize any taxable gain or loss. Please contact your tax advisor for additional information. See Distributions and Taxes below.
A shareholder may also exchange the shares of any Fund for shares of the Fidelity Prime Money Market Portfolio, which is an unaffiliated, separately managed, money market mutual fund, or exchange shares of Fidelity Prime Money Market Portfolio for shares of any Fund. A shareholder should read the Fidelity Prime Money Market Portfolio prospectus prior to investing in that money market mutual fund. Shareholders can obtain a prospectus for the Fidelity Prime Money Market Portfolio by calling (800) 386-3829 or by visiting www.TCW.com.
The exchange privilege enables a shareholder to acquire shares in a Fund with different investment objectives or policies when the shareholder believes that a shift between Funds is an appropriate investment decision. Upon receipt of proper instructions and all necessary supporting documents, shares submitted for exchange are redeemed at the then-current net asset value and the proceeds are immediately invested, at a price as described above, in shares of the Fund being acquired. A Fund reserves the right to reject any exchange request, and the exchange privilege may be terminated or revised by the Funds.
Each of the Funds intends to qualify as a regulated investment company under Subchapter M of the Code. A Fund that is a regulated investment company and distributes to its shareholders at least 90% of its investment company taxable income (including, for this purpose, its net realized short-term capital gains) and 90% of its tax-exempt interest income (reduced by certain expenses) earned each year, will not be liable for U.S. federal income taxes on the portion of its investment company taxable income and its net realized long-term capital gains that are distributed to its shareholders. However, a Fund will be taxed on that portion of taxable net investment income and long-term and short-term capital gains that it retains. Furthermore, a Fund will be subject to U.S. corporate income tax (and possibly state or local income or franchise tax) with respect to such distributed amounts in any year that it fails to qualify as a regulated investment company or fails to meet the 90% distribution requirement (unless certain cure provisions apply). There is no assurance that a Funds distributions will be sufficient to eliminate all taxes in all periods.
Under the Code, to qualify as a regulated investment company, in addition to the 90% distribution requirement described above, a Fund must: (a) derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, net income from certain publicly traded partnerships, and gains from the sale or other disposition of stock or securities or foreign currencies or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (b) diversify its holdings so that at the end of each quarter of each taxable year, (i) at least 50% of the Funds total assets consists of cash or cash items, U.S. government securities, securities of other regulated investment companies and other securities, with investments in such other securities limited in respect of any one issuer to an amount not greater than 5% of the value of the Funds total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the Funds total assets is invested in the securities (other than U.S. government securities or securities of other regulated investment companies) of any one issuer or two or more issuers that are controlled by the Fund and that are engaged in the same, similar or related trades or businesses, or the securities of one or more qualified publicly-traded partnerships.
If a Fund invests in foreign currency or forward foreign exchange contracts, gains from such foreign currency and forward foreign exchange contracts relating to investments in stocks, securities or foreign currencies are considered to be qualifying income for purposes of the 90% gross income test described in clause (a) above, although regulations may require that such gains are directly related to the Funds principal business of investing in stock or securities. It is currently unclear, however, who will be treated as the issuer of certain foreign currency instruments or how foreign currency contracts will be valued for purposes of the asset diversification requirements applicable to the Fund described in clause (c) above. Until such time as these uncertainties are resolved, each Fund will utilize the more conservative, or limited, definition or approach with respect to determining permissible investments in its portfolio.
Investments in foreign currencies, forward contracts, options, futures contracts and options thereon may subject a Fund to special provisions of the Code that may affect the character of gains and losses realized by the Fund (i.e., may affect whether gains or losses are ordinary or capital), may accelerate recognition of income to a Fund, and/or may defer Fund losses. These rules also (a) could require a Fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they had been closed out in a fully taxable transaction) and (b) may cause the Fund to recognize income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise taxes. Under the Code, certain hedging activities may cause a dividend that would otherwise be subject to the lower tax rate applicable to a qualifying dividend to instead be taxed at the tax rate applicable to ordinary income.
Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates which occur between the time a Fund accrues interest income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the
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Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as section 988 gains and losses, may increase or decrease the amount of the Funds investment company taxable income to be distributed to its shareholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that a Fund must distribute in order to qualify for treatment as a regulated investment company and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other investment company taxable income during a taxable year, a Fund would not be able to make ordinary dividend distributions, or distributions made before the losses were realized would be recharacterized as a return of capital to shareholders for U.S. federal income tax purposes, rather than as an ordinary dividend, reducing each shareholders basis in its shares of the Fund.
Certain Funds may invest in REITs. REITs are pooled investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs primarily invest directly in real property and derive income from the collection of rents. Equity REITs may also sell properties that have appreciated in value and thereby realize capital gains. Mortgage REITs invest primarily in real estate mortgages and derive income from interest payments. Like regulated investment companies, REITs are not taxed on income distributed to shareholders if the REITs comply with Code requirements.
REITs pay distributions to their shareholders based upon available cash flow from operations. In many cases, because of non-cash expenses such as property depreciation, an equity REITs cash flow will exceed its earnings and profits. Distributions received from a REIT do not qualify for the intercorporate dividends received deductions and are taxable as ordinary income to the extent of the REITs earnings and profits. In addition, ordinary income distributions from a REIT generally do not qualify for the lower rate on qualified dividend income. Distributions in excess of a REITs earnings and profits are designated as return of capital and are generally not taxable to shareholders. However, return of capital distributions reduce tax basis in the REIT shares. Once a shareholders cost basis is reduced to zero, any return of capital is taxable as a capital gain. Each Fund intends to include the gross dividends received from such REITs, if any, in its distributions to shareholders, and accordingly, a portion of that Funds distributions may also be designated as a return of capital.
REITs often do not provide complete tax information until after the calendar year-end. Consequently, because of the delay, it may be necessary for a Fund to extend the deadline for issuance of Forms 1099-DIV.
Under a notice issued by the IRS, a portion of a Funds income from a REIT that is attributable to the REITs residual interest in a real estate mortgage investment conduits (REMICs) or equity interests in a taxable mortgage pool (referred to in the Code as an excess inclusion) will be subject to U.S. federal income tax in all events. The excess inclusion income of a regulated investment company, such as a Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on unrelated business income (UBTI), thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest U.S. federal income tax rate imposed on corporations. The notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a Fund will not allocate to shareholders excess inclusion income.
These rules are potentially applicable to a Fund with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a REIT.
As a general rule, a Funds gain or loss on a sale or exchange of an investment will be a long-term capital gain or loss if the Fund has held the investment for more than one year and will be a short-term capital gain or loss if it has held the investment for one year or less. Furthermore, as a general rule, a shareholders gain or loss on a sale or redemption of Fund shares will be a long-term capital gain or loss if the shareholder has held his or her Fund shares for more than one year and will be a short-term capital gain or loss if he or she has held his or her Fund shares for one year or less. For U.S. federal, state and local income tax purposes, an exchange by a shareholder of shares in one Fund for shares in another Fund will be treated as a taxable sale for a purchase price equal to the fair market value of the shares received.
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Any loss realized on the disposition by a shareholder of its shares in a Fund will be disallowed to the extent the shares disposed of are replaced with other Fund shares, including replacement through the reinvesting of dividends and capital gains distributions in the Fund, within a period of 61 days, beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of a Fund share held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends (as defined below) received by the shareholder with respect to such share.
Each Fund (or its administrative agents) is required to report to the IRS and furnish to shareholders the cost basis information for sale transactions of shares purchased on or after January 1, 2012. Shareholders may elect to have one of several cost basis methods applied to their account when calculating the cost basis of shares sold, including average cost, FIFO (i.e., first in, first out) or some other specific identification method. Unless you instruct otherwise, each Fund will use average cost as its default cost basis method, and will treat sales as first coming from shares purchased prior to January 1, 2012. If average cost is used for the first sale of shares covered by these new rules, the shareholder may only use an alternative cost basis method for shares purchased prospectively. Shareholders should consult with their tax advisors to determine the best cost basis method for their tax situation. Shareholders that hold their shares through a financial intermediary should contact such financial intermediary with respect to reporting of cost basis and available elections for their accounts.
Any realized gains will be distributed as described in the Prospectus. See Distributions and Taxes in the Prospectus. Distributions of long-term capital gains (capital gain dividends), if any, will be taxable to shareholders as long-term capital gains, regardless of how long a shareholder has held Fund shares, and will be designated as capital gain dividends in a written notice mailed to shareholders after the close of the Funds prior taxable year. Current tax law generally provides for a maximum federal tax rate for individual taxpayers of 20% on long-term capital gains and from certain qualifying dividends on corporate stock. These rate reductions do not apply to corporate taxpayers.
Note that distributions of earnings from dividends paid by certain qualified foreign corporations can also qualify for the lower tax rates on qualifying dividends. A shareholder will also have to satisfy a more than 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate. Distributions of earnings from non-qualifying dividend interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer.
An additional 3.8% federal tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemption or other taxable sales or dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of a trust or estate) exceeds certain threshold amounts.
A Fund (and in the case of the TCW Conservative Allocation Fund, the Underlying Funds) may be subject to taxes in foreign countries in which each invests. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the value of a Funds total assets at the close of its taxable year consists of stock or securities of foreign corporations, or if at least 50% of the value of a Funds total assets at the close of each quarter of its taxable year is represented by interests in other regulated investment companies, that Fund may elect to pass through to its shareholders the amount of foreign taxes paid or deemed paid by that Fund. If that Fund so elects, each of its shareholders would be required to include in gross income, even though not actually received, its pro rata share of the foreign taxes paid or deemed paid by that Fund, but would be treated as having paid its pro rata share of such foreign taxes and would therefore be allowed to either deduct such amount in computing taxable income or use such amount (subject to various limitations) as a foreign tax credit against U.S. federal income tax (but not both).
In India, a tax of 15% plus surcharges is currently imposed on gains from sales of equities held not more than one year and sold on a recognized stock exchange in India. Gains from sales of equity securities in other cases are taxed at a rate of 30% plus surcharges (for securities held not more than one year) and 10% (for securities held for more than one year). Also in India, the tax rate on gains from sales of listed debt securities is currently 10% plus surcharges if the securities have been held more than one year and 30% plus surcharges if the securities have been held not more than one year. Securities transaction tax applies for specified transactions at specified rates. India imposes a tax on interest on securities at a rate of 20% plus surcharges. This tax is imposed on the investor and payable prior to repatriation of sales proceeds. The tax is computed on net realized gains; any realized losses in excess of gains may be carried forward for a period of up to 8 years to offset future gains. India imposes a tax on dividends paid by an Indian company at a rate of 15% plus surcharges. This tax is imposed on the company that pays the dividends.
Taxes incurred on the Funds short-term realized gains may lower the potential short-term capital gains distribution of the Fund. Any taxes paid in India by the Fund on short-term realized gains will be available to be included in the calculation of the Funds foreign tax
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credit that is passed through to shareholders via Form 1099-DIV, assuming at least 50% of the Funds assets consist of non-U.S. investments. Although taxes incurred on short-term gains may lower the potential short-term capital gains distribution of the Fund, they also potentially lower, to a larger extent, the total return of the Fund as proceeds from sales are reduced by the amount of the tax.
The General Anti-Avoidance Rules (GAAR) under the Indian Income Tax Act, 1961, as amended, which became effective on April 1, 2017, empower the Indian tax authorities to investigate and declare any arrangement it determines to be an impermissible avoidance arrangement and impose penalties and interest. Although the Corporation does not consider the Fund to be engaged in such an avoidance arrangement, there cannot be any assurances as to the determinations that could be made by the tax authorities.
In China, the taxation on dividends and capital gains derived by nonresident enterprises was largely changed when China adopted the unified Enterprise Income Tax law effective as of January 1, 2008. Although the Chinese authorities have issued various tax circulars since then to provide the much-needed clarification, the tax treatment of capital gains derived by nonresident enterprises, such as the Fund, on shares issued by a Chinese resident company remains unclear. To the extent that such taxes are imposed on dispositions of holdings of the Fund, the Funds returns would be adversely impacted.
A Fund may invest in stocks of foreign companies that are classified under the Code as passive foreign investment companies (PFICs). In general, a foreign company is classified as a PFIC if at least one half of its assets constitutes investment-type assets or 75% or more of its gross income is investment-type income. Under the PFIC rules, an excess distribution received with respect to PFIC stock is treated as having been realized ratably over a period during which the Fund held the PFIC stock. A Fund itself will be subject to tax on the portion, if any, of the excess distribution that is allocated to the Funds holding period in prior taxable years (an interest factor will be added to the tax, as if the tax had actually been payable in such prior taxable years) even though the Fund distributes the corresponding income to shareholders. Excess distributions include any gain from the sale of PFIC stock as well as certain distributions from a PFIC. All excess distributions are taxable as ordinary income. Note that distributions from a PFIC are not eligible for the reduced rate of tax on qualifying dividends.
A Fund may be able to elect alternative tax treatment with respect to PFIC stock. Under an election that may be available, the Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis, regardless of whether any distributions are received from the PFIC. This is known as the qualifying electing fund, or QEF, election. If this election is made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. In addition, another election may be available that would involve marking to market the Funds PFIC stock at the end of each taxable year (and on certain other dates prescribed in the Code) with the result that unrealized gains are treated as though they were realized. If this election were made, tax at the Fund level under the PFIC rules would be eliminated, but the Fund could, in limited circumstances, incur nondeductible interest charges. A Funds intention to qualify annually as a regulated investment company may limit the Funds elections with respect to PFIC stock. Because it is not always possible to identify a foreign issuer as a PFIC in advance of making the investment, a Fund may incur the PFIC tax in some instances.
Although not required to do so, it is likely that the Funds will choose to make the mark to market election with respect to PFIC stock acquired and held. If this election is made, a Fund may be required to make ordinary dividend distributions to its shareholders based on the Funds unrealized gains for which no cash has been generated through disposition or sale of the shares of PFIC stock.
Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the timing of the recognition of income with respect to PFIC stock, as well as subject the Fund itself to tax on certain income from PFIC stock, the amount that must be distributed to shareholders and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock.
In computing its net taxable (and distributable) income and/or gains, a Fund may choose to take a dividend paid deduction for a portion of the proceeds paid to redeeming shareholders. This method (sometimes referred to as equalization) would permit the Fund to avoid distributing to continuing shareholders taxable dividends representing earnings included in the net asset value of shares redeemed. Using this method will not affect a Funds total return. Since there are some unresolved technical tax issues relating to use of equalization by a Fund, there can be no assurance that the IRS will agree with the Funds methodology and/or calculations which could possibly result in the imposition of tax, interest or penalties on the Fund.
Under the Code, a nondeductible excise tax of 4% is imposed on a Fund to the extent the Fund does not distribute by the end of any calendar year an amount at least equal to the sum of 98% of its ordinary income (taking into account certain deferrals and elections) for that calendar year and at least 98.2% of the amount of its net capital gains (both long-term and short-term) for the one-year period ending on October 31 of such calendar year (or December 31 if the Fund so elects), plus any undistributed amounts of taxable income for prior years. For this purpose, however, any income or gain retained by a Fund that is subject to corporate income tax will be considered to have been distributed by year-end. Each Fund intends to meet these distribution requirements to avoid the excise tax liability.
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Dividends generally are taxable to shareholders at the time they are paid. However, dividends declared in October, November and December and made to shareholders of record in such a month are treated as paid and are taxable as of December 31, provided that the dividend is paid during January of the following year. A Fund may make taxable distributions even during periods in which share prices have declined.
If a shareholder recognizes a loss with respect to a Funds shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not exempted. The fact that a loss is so reportable does not affect the legal determination of whether the taxpayers treatment of the loss is proper.
If a shareholder fails to furnish a correct taxpayer identification number, fails to report fully dividend or interest income, or fails to certify that it has provided a correct taxpayer identification number and that it is not subject to federal backup withholding, then the shareholder may be subject to a 24% backup withholding tax with respect to: (a) taxable dividends and distributions, and, (b) the proceeds of any redemptions of Fund shares. An individuals taxpayer identification number is his or her social security number. The 24% backup withholding tax is not an additional tax and may be credited against a taxpayers regular U.S. federal income tax liability if the taxpayer timely files the appropriate documentation with the IRS.
Dividends to shareholders who are non-resident aliens or foreign entities (foreign shareholders) will generally be subject to a 30% U.S. withholding tax unless a reduced rate of withholding or a withholding exemption is provided under applicable treaty law. Foreign shareholders should consult their own tax advisors. Note that the preferential rate of tax applicable to certain dividends (discussed above) does not apply to dividends paid to foreign shareholders.
Each Fund is required to withhold U.S. tax (currently at a 30% rate) on payments of taxable dividends and potentially certain other distributions made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements under the Foreign Account Tax Compliance Act (known as FATCA), which is designed to inform the U.S. Department of Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to a Fund to enable the Fund to determine whether withholdings are required.
Under the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA), a foreign shareholder is subject to withholding tax in respect of a disposition of a U.S. real property interest and any gain from such disposition is subject to U.S. federal income tax as if such person were a U.S. person. Such gain is sometimes referred to as FIRPTA gain. If a Fund is a U.S. real property holding corporation and is not domestically controlled, any gain realized on the sale or exchange of Fund shares by a foreign shareholder that owns at any time during the five-year period ending on the date of disposition more than 5% of a class of Fund shares would be FIRPTA gain. The same rule applies to dispositions of Fund shares by foreign shareholders but without regard to whether the Fund is domestically controlled. A Fund will be a U.S. real property holding corporation if, in general, 50% or more of the fair market value of its assets consists of U.S. real property interests, including stock of certain U.S. REITs.
The Code provides a look-through rule for distributions of FIRPTA gain by a regulated investment company if all of the following requirements are met: (i) the regulated investment company is classified as a qualified investment entity (which includes a regulated investment company if, in general more than 50% of the regulated investment companys assets consists of interest in REITs and U.S. real property holding corporations); and (ii) you are a foreign shareholder that owns more than 5% of the Funds shares at any time during the one-year period ending on the date of the distribution. If these conditions are met, Fund distributions to you to the extent derived from gain from the disposition of a U.S. real property interest, may also be treated as FIRPTA gain and therefore subject to U.S. federal income tax, and requiring that you file a nonresident U.S. income tax return. Also, such gain may be subject to a 30% branch profits tax in the hands of a foreign shareholder that is a corporation. Even if a foreign shareholder does not own more than 5% of a Funds shares, Fund distributions that are attributable to gain from the sale or disposition of a U.S. real property interest will be taxable as ordinary dividends subject to withholding at a 30% or lower treaty rate.
Foreign shareholders may also be subject to U.S. estate tax with respect to their Fund shares.
The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury Regulations presently in effect. For the complete provisions, reference should be made to the pertinent Code sections and the Treasury Regulations promulgated thereunder. The Code and these Regulations are subject to change by legislative or administrative action.
Each shareholder will receive annual information from its Fund regarding the tax status of Fund distributions. Shareholders are urged to consult their attorneys or tax advisors with respect to the applicability of U.S. federal, state, local, estate and gift taxes and non-U.S. taxes to their investment in a Fund. The Funds may distribute taxable income to shareholders during periods in which the share price of a Fund has declined. The Funds do not expect to seek additional private letter rulings from the IRS or any opinions of counsel regarding tax matters. Minimizing taxes is not a primary objective of the Funds in executing their investment strategies.
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For information concerning distributions and taxes of the Fidelity Prime Money Market Portfolio, please refer to the Prospectus for the Fidelity Prime Money Market Portfolio, which is an unaffiliated separately managed money market mutual fund.
Each Fund offers three classes of shares: Class I shares, Class I-3 shares, and Class N shares, except for the TCW Core Fixed Income Fund, TCW Securitized Bond Fund, and TCW Emerging Markets Income Fund, which also offer Plan Class shares. Class I, Class I-3 and Plan Class shares are offered at the current net asset value. Class N shares are also offered at the current net asset value, but will be subject to distribution or service fees imposed under the Distribution Plan. Shares of each class of a Fund represents an equal proportionate share in the assets, liabilities, income and expenses of that Fund and, generally, have identical voting, dividend, liquidation, and other rights, other than the payment of distribution or service fees imposed under the Distribution Plan. All shares issued are fully paid and nonassessable and have no preemptive or conversion rights. Each share has one vote, and fractional shares have fractional votes. As a Maryland corporation, the Corporation is not required to hold an annual shareholder meeting. Shareholder approval will be sought only for certain changes in the operation of the Funds, including for the election of Directors under certain circumstances. Directors may be removed by a majority of all votes entitled to be cast by shareholders at a shareholder meeting. A special meeting of the shareholders will be called to elect or remove Directors if requested by the holders of ten percent of the Corporations outstanding shares. All shareholders of the Corporation will vote together as a single class on all matters affecting the Corporation, including the election or removal of Directors. For matters where the interests of one or more Funds or classes are affected, only such affected Fund(s) or class(es) will be entitled to vote on such matter. Voting is not cumulative.
Upon request in writing by ten or more shareholders who have been shareholders of record for at least six months and hold at least the lesser of shares having a net asset value of $25,000 or one percent of all outstanding shares, the Corporation will provide the requesting shareholders either access to the names and addresses of all shareholders of record or information as to the approximate number of shareholders of record and the approximate cost of mailing any proposed communication to them. If the Corporation elects the latter procedure, and the requesting shareholders tender material for mailing together with the reasonable expenses of the mailing, the Corporation will either mail the material as requested or submit the material to the SEC for a determination that the mailing of the material would be inappropriate.
The audited financial statements, financial highlights, and notes thereto of the Funds (other than TCW White Oak Emerging Markets Equity Fund) for the period ended October 31, 2024, including the reports of the independent registered public accounting firm on those financial statements and financial highlights, appearing in the Corporations Annual Financial Statements as filed with the SEC on Form N-CSR (the 2024 Annual Financial Statements), are incorporated by reference and made a part of this SAI. No other parts of the 2024 Annual Financial Statements are incorporated by reference herein. Copies of the Corporations Annual and Semi-Annual Financial Statements may be obtained at no charge by writing to TCW Funds, Inc., Attention: Investor Relations Department, 515 South Flower Street, Los Angeles, California 90071 or by calling the Investor Relations Department at 800 FUND TCW (800 386 3829).
Because the TCW White Oak Emerging Markets Equity Fund did not commence operations as of October 31, 2024 there are no financial statements available at this time. Shareholders of the TCW White Oak Emerging Markets Equity Fund will be informed of the TCW Emerging Markets Equity Funds progress through periodic reports when those reports become available. Shareholders will receive a copy of the audited and unaudited financial statements at no additional charge when requesting a copy of the SAI.
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Description of S&P, Moodys and Fitch Credit Ratings
S&Ps Long-Term Issue Credit Ratings*
AAA |
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitments on the obligation is extremely strong. | |
AA |
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitments on the obligation is very strong. | |
A |
An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitments on the obligation is still strong. | |
BBB |
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligors capacity to meet its financial commitments on the obligation. | |
BB; B; CCC; CC; and C | Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposure to adverse conditions. | |
BB |
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligors inadequate capacity to meet its financial commitments on the obligation. | |
B |
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitments on the obligation. | |
CCC |
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation. | |
CC |
An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but Standard & Poors expects default to be a virtual certainty, regardless of the anticipated time to default. | |
C |
An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher. | |
D |
An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer. | |
NR |
This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy. |
* | The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. |
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Moodys Long-Term Issue Credit Ratings*
Aaa |
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. | |
Aa |
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk. | |
A |
Obligations rated A are judged to be upper-medium grade and are subject to low credit risk. | |
Baa |
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. | |
Ba |
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. | |
B |
Obligations rated B are considered speculative and are subject to high credit risk. | |
Caa |
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk. | |
Ca |
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest. | |
C |
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest. |
* Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Fitchs Long-Term Issue Credit Ratings*
AAA |
Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. | |
AA |
Very high credit quality. AA ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. | |
A |
High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. | |
BBB |
Good credit quality. BBB ratings indicate that expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. | |
BB |
Speculative. BB ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met. | |
B |
Highly speculative. B ratings indicate that material credit risk is present. | |
CCC |
Substantial credit risk. | |
CC |
Very high levels of credit risk. | |
C |
Near default. A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a C category rating for an issuer include: a. the issuer has entered into a grace or cure period following non-payment of a material financial obligation; b. the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or c. the formal announcement by the issuer or their agent of a distressed debt exchange; d. a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment default is imminent |
75
RD |
Restricted default. RD ratings indicate an issuer that in Fitch Ratings opinion has experienced an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include: a. the selective payment default on a specific class or currency of debt; b. the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; c. the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or d. ordinary execution of a distressed debt exchange on one or more material financial obligations. | |
D |
Default. D ratings indicate an issuer that in Fitch Ratings opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business. Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
Imminent default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agencys opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuers financial obligations or local commercial practice. |
* Note: The modifiers + or - may be appended to a rating to denote relative status within major rating categories. For example, the rating category AA has three notch-specific rating levels (AA+; AA; AA-; each a rating level). Such suffixes are not added to the AAA rating and ratings below the CCC category.
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S&Ps Short-Term Issue Credit Ratings
A-1 |
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitments on these obligations is extremely strong. | |
A-2 |
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitments on the obligation is satisfactory. | |
A-3 |
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligors capacity to meet its financial commitments on the obligation. | |
B |
A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitments. | |
C |
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation. | |
D |
A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligations rating is lowered to D if it is subject to a distressed exchange offer. |
Moodys Short-Term Issue Credit Ratings
P-1 |
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations. | |
P-2 |
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations. | |
P-3 |
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations. | |
NP |
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories. |
Fitchs Short-Term Issue Credit Ratings
F1 |
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. | |
F2 |
Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments. | |
F3 |
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate. | |
B |
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions. | |
C |
High short-term default risk. Default is a real possibility. | |
RD |
Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only. | |
D |
Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation. |
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Other Information
Item 28. Exhibits
Item 29. Persons Controlled by or Under Common Control with the Fund
TCW Investment Management Company LLC (the Advisor) is a 100% owned subsidiary of The TCW Group, Inc., a Nevada corporation (TCW). The Carlyle Group, LP, a global alternative asset manager organized under the laws of Delaware, may be deemed to be a control person of the Advisor by reason of its control of certain investment funds that indirectly control approximately 34% of the voting stock interests in TCW. In addition, TCW management and employees as a group may be deemed to be a control person of the Advisor by reason of their collective indirect control of approximately 39% of the voting interests in TCW. Nippon Life Insurance Company, a mutual insurance company organized under the laws of Japan, indirectly holds a non-controlling minority interest in TCW. Other investment adviser and broker-dealer entities under common control with the Advisor as subsidiaries of The TCW Group, Inc. include: TCW Funds Distributors (a California entity and a registered-broker-dealer), TCW Asset Management Company LLC (a Delaware limited liability company and a registered investment adviser), and Metropolitan West Asset Management LLC (a California limited liability company and a registered investment adviser). Carlyle also controls various other pooled investment vehicles and, indirectly, many of the portfolio companies owned by those funds. In addition to the Registrant, the Advisor, or an affiliate of the Advisor, also serves as the investment adviser to the following funds, each of which is under common control with the Registrant: TCW Strategic Income Fund, Inc., a closed-end investment management company incorporated in Maryland; TCW Metropolitan West Funds, a Delaware statutory trust; TCW ETF Trust, a Delaware statutory trust; TCW Direct Lending LLC, a Delaware corporation; and TCW Funds, a Luxembourg société dinvestissement à capital variable; as well as various other privately-offered pooled investment vehicles.
Item 30. Indemnification
Under Article Eighth, Section (9) of the Registrants Articles of Incorporation, directors and officers of the Registrant will be indemnified, and will be advanced expenses, to the fullest extent permitted by Maryland law, but not in violation of Section 17(i) of the Investment Company Act of 1940, as amended (the 1940 Act). Such indemnification rights are also limited by Article 9.01 of the Registrants Bylaws. The Registrant has also entered into Indemnification Agreements with each of its directors which provide that the Registrant shall advance expenses and indemnify and hold harmless each director in certain circumstances against any expenses incurred by a director in any proceeding arising out of or in connection with the directors service to the Registrant, to the maximum extent permitted by the Registrants Articles of Incorporation, Bylaws, the Maryland General Corporation Law, the Securities Act of 1933, as amended (the Securities Act), and the 1940 Act, and which provide for certain procedures in connection with such advancement of expenses and indemnification.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in a successful defense of any action, suit or proceeding or payment pursuant to any insurance policy) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of the Investment Adviser
In addition to the Registrant, the Advisor serves as investment adviser or sub-adviser to a number of open-end and closed-end management investment companies that are registered under the 1940 Act, foreign investment companies, and private funds. The information required by this Item 31 as to any other business, profession, vocation or employment of a substantial nature engaged in by the Advisor and each officer, director or partner of the Advisor during the last two fiscal years is incorporated by reference to Schedules A and D of Form ADV (SEC File No. 801-29075) filed by the Advisor pursuant to the Investment Advisers Act of 1940, as amended.
Item 32. Principal Underwriters
(a) | TCW Funds Distributors LLC also serves as principal underwriter for the following investment company registered under the 1940 Act: |
TCW Metropolitan West Funds
(b) |
|
Name and Principal Business Address* |
Positions and Offices With Underwriter |
Positions and Offices With Registrant | |||||
Gayle Espinosa | Financial Reporting Director, Financial and Operational Principal, and Principal Financial Officer | None | |||||
Joseph T. Magpayo | Chairman of the Board, President, and Chief Executive Officer | None | |||||
Felicia P. Werts | Chief Compliance Officer and Secretary | None |
* | The principal business address is 515 South Flower Street, Los Angeles, CA 90071. |
(c) | None. |
Item 33. Location of Accounts and Records
Unless otherwise stated below, the books or other documents required to be maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder are in the physical possession of:
TCW Funds, Inc.
515 South Flower Street
Los Angeles, CA 90071
Rule | Location of Required Records | |
31a-l(b)(2)(c) |
N/A | |
31a-l(b)(2)(d) |
State Street Bank & Trust Company One Congress Street Boston, MA 02114 | |
31a-l(b)(4)-(6) |
TCW Investment Management Company LLC 515 South Flower Street Los Angeles, CA 90071 | |
31a-1(b)(9)-(11) |
TCW Investment Management Company LLC 515 South Flower Street Los Angeles, CA 90071 |
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended (the Securities Act) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Los Angeles and State of California on the 25th day of June, 2025.
TCW FUNDS, INC. |
By: /s/ Peter Davidson |
Peter Davidson |
Vice President and Secretary |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 120 to the Registrants registration statement has been signed below by the following persons in the capacities and on the date(s) indicated.
Signature | Title | Date | ||
* |
Vice Chairman and Director |
June 25, 2025 | ||
Patrick C. Haden | ||||
* |
Director |
June 25, 2025 | ||
Martin Luther King III | ||||
/s/ Megan McClellan |
Director, President, and Principal Executive Officer |
June 25, 2025 | ||
Megan McClellan | ||||
* |
Director |
June 25, 2025 | ||
Peter McMillan | ||||
* |
Director |
June 25, 2025 | ||
Patrick Moore | ||||
* |
Director |
June 25, 2025 | ||
Victoria B. Rogers | ||||
* |
Director |
June 25, 2025 | ||
Robert G. Rooney | ||||
* |
Director |
June 25, 2025 | ||
Michael Swell | ||||
* |
Chairman and Director |
June 25, 2025 | ||
Andrew Tarica | ||||
/s/ Richard M. Villa |
Treasurer, Principal Financial Officer, and Principal Accounting Officer |
June 25, 2025 | ||
Richard M. Villa |
*By: |
/s/ Peter Davidson | |
Peter Davidson | ||
* Pursuant to Powers of Attorney |