UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to | Sec. 240.14a-12 |
TCW FUNDS, INC.
(Name of Registrant as Specified In Itsin its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than theother than Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i) |
| 1. | Title of each class of securities to which | |||
| 2. | Aggregate number of securities to which transaction applies: | |||
| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 | |||
| 4. | Proposed maximum aggregate value of transaction: | |||
| 5. | Total fee paid: | |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and |
| 6. | Amount Previously Paid: | |||
| 7. | Form, Schedule or Registration Statement No.: | |||
TCW FUNDS, INC.
865 South Figueroa Street
Los Angeles, California 90017
TCW Balanced Fund
TCW Concentrated Value Fund
TCW Dividend Focused Fund
TCW Growth Fund
TCW Growth Equities Fund
TCW Large Cap Growth Fund
TCW Relative Value Large Cap Fund
TCW Relative Value Small Cap Fund
TCW Select Equities Fund
TCW Small Cap Growth Fund
TCW Value Opportunities Fund
TCW Core Fixed Income Fund
TCW High Yield Bond Fund
TCW Money Market Fund
TCW Short Term Bond Fund
TCW Total Return Bond Fund
TCW Emerging Markets Equities Fund
TCW Emerging Markets Income Fund
TCW Aggressive Allocation Fund
TCW Conservative Allocation Fund
TCW Moderate Allocation Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on August 17, 2010
Notice is hereby given that a special meeting of shareholders of TCW Funds, Inc. (the “Company”) will be held at the JW Marriott Hotel, 900 West Olympic Blvd., Los Angeles, CA 90015, Tuesday, August 17, 2010 at 9:30 a.m. Pacific Daylight Time, to consider and vote on the following matters:
Shareholders of record as of the close of business on June 30, 2010 are entitled to notice of and to vote at the special meeting or any adjournment thereof. To assure your representation at the special meeting, please mark, sign and date your proxy card and return it in the envelope provided after reading the accompanying proxy statement.
By Order of the Board of Directors
PHILIP K. HOLL
Secretary
July 8, 2010
We urge you to promptly mark, sign and date the enclosed proxy and return it in the enclosed envelope thus enabling the Company to avoid unnecessary expense and delay. No postage is required if mailed in the United States. In addition to voting by mail you may also vote by telephone or via the internet. Instructions for these options are found on the enclosed proxy card materials. The proxy is revocable and will not affect your right to vote in person if you attend the special meeting.
TCW FUNDS, INC.
865 South Figueroa Street
Los Angeles, California 90017
(213) 244-0000
October 10, 2012
Dear Shareholder:
The enclosed Proxy Statement contains important information about a proposal we recommend be approved by the shareholders of each mutual fund (each, a “Fund”) that is a series of TCW Funds, Inc. (the “Corporation”). The proposal will be considered at a Special Meeting of Shareholders to be held on Wednesday, November 28, 2012.
Shareholders of each Fund are being asked to approve a new investment advisory and management agreement (the “New Agreement”) with TCW Investment Management Company, the Funds’ current investment adviser (the “Adviser”).
The Adviser currently serves as the investment adviser to each Fund under an Investment Advisory and Management Agreement (the “Current Agreement”) that is expected to automatically terminate as a result of its deemed “assignment” under the Investment Company Act of 1940, as amended. The expected change in ownership of The TCW Group, Inc., the parent company of the Adviser, would technically cause that assignment and subsequent termination. The New Agreement has substantively the same terms as the Current Agreement, including the same fees. Subject to obtaining approval of the New Agreement for the Funds, the Adviser would continue to act as the investment adviser to the Funds, with no break in the continuity of its investment advisory services to the Funds.
The Board of Directors of the Corporation (the “Board”) voted unanimously to approve the proposal with respect to each Fund. The Board believes that the proposal is in the best interests of each Fund and its shareholders. The Board recommends that you vote in favor of the proposal in the Proxy Statement.
The Proxy Statement describes the voting process for shareholders.We ask you to read the Proxy Statement carefully and vote in favor of the proposal. The proxy votes will be reported at the Special Meeting of Shareholders scheduled for Wednesday, November 28, 2012. Please submit your proxy via the internet, phone or mail as soon as possible. Specific instructions for these voting options are found on the enclosed proxy voting form.
Sincerely,
/s/ Michael E. Cahill
MICHAEL E. CAHILL
Secretary
TCW FUNDS, INC.
865 South Figueroa Street
Los Angeles, California 90017
(213) 244-0000
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 28, 2012
To the Shareholders of each Fund:
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS (the “Meeting”) of the TCW Concentrated Value Fund, TCW Core Fixed Income Fund, TCW Dividend Focused Fund, TCW Emerging Markets Income Fund; TCW Emerging Markets Local Currency Income Fund, TCW Enhanced Commodity Strategy Fund, TCW Global Bond Fund, TCW Global Conservative Allocation Fund, TCW Global Flexible Allocation Fund, TCW Global Moderate Allocation Fund, TCW Growth Equities Fund, TCW Growth Fund, TCW High Yield Bond Fund, TCW International Small Cap Fund, TCW Relative Value Large Cap Fund, TCW Select Equities Fund, TCW Short Term Bond Fund, TCW Small Cap Growth Fund, TCW SMID Cap Growth Fund, TCW Total Return Bond Fund, and TCW Value Opportunities Fund (each a “Fund” and, together, the “Funds”), each a series of TCW Funds, Inc. (the “Corporation”), will be held on Wednesday, November 28, 2012, at 9:30 a.m. Pacific time at The LA Hotel Downtown located at 333 S. Figueroa Street, Los Angeles, CA 90071 for the following purposes:
| 1. | For each Fund listed above, to approve a new investment advisory and management agreement between the Corporation and TCW Investment Management Company, the Funds’ current investment adviser; and |
| 2. | To transact such other business as may properly come before the Meeting or any adjournments thereof. |
Shareholders of record of the Corporation at the close of business on September 28, 2012 (the “Record Date”) are entitled to notice of, and to vote on, the proposal at the Meeting or any adjournment thereof. Shareholders of each Fund listed above, voting separately by Fund, are entitled to vote on the proposal.
As a shareholder of one or more of the Funds on the Record Date, you are asked to attend the Meeting either in person or by proxy. If you are unable to attend the Meeting in person, we urge you to vote by proxy. You can do this by completing, signing, dating, and promptly returning the enclosed proxy card in the enclosed postage-prepaid envelope, by telephone or electronically utilizing the internet. Specific instructions for each voting option are found on the enclosed proxy form. Your prompt voting by proxy will help assure a quorum at the Meeting and avoid the delay and distraction associated with further solicitation. Voting by proxy will not prevent you from voting your shares at the Meeting if you decide to attend in person. You may revoke your proxy before it is exercised at the Meeting by submitting to the Secretary of the Corporation a written notice of revocation or a subsequently signed proxy card.
PLEASE RETURN YOUR PROXY CARD PROMPTLY
IN ACCORDANCE WITH THE INSTRUCTIONS NOTED ON THE ENCLOSED PROXY CARD.
By Order of the Board of Directors
/s/ Michael E. Cahill
MICHAEL E. CAHILL
Secretary
Dated: October 10, 2012
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL. YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN.
PROXY STATEMENT
The accompanying proxy statementSPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 28, 2012
Introduction
This Proxy Statement is furnished in connection with the solicitation of proxies by or on behalf of the Board of Directors (the “Proxy Statement”) relates to all currently active series (each a “Fund”“Board”) of TCW Funds, Inc. (the ““Corporation”) for use at the Special Meeting of Shareholders of each mutual fund that is a series of the Corporation (the “Meeting”) to be held on Wednesday, November 28, 2012 at 9:30 a.m. Pacific time at The LA Hotel Downtown located at 333 S. Figueroa Street, Los Angeles, CA 90071, and at any adjournment thereof. The Corporation expects to mail this Proxy Statement, the Notice of Special Meeting of Shareholders and the accompanying proxy card on or about Monday, October 15, 2012 to shareholders of the Corporation as of the record date specified below.
The Corporation is an open-end, management investment company, as defined in the Investment Company” Act of 1940, as amended (the “Investment Company Act”). The principal executive offices of the Corporation are located at 865 South Figueroa Street, Los Angeles, California 90017. The Corporation offers shares of twenty-one separate operational series or funds (each a “Fund” and, together, the “Funds”), each of which may offer more than one share class, as follows:
TCW Concentrated Value Fund
TCW Core Fixed Income Fund
TCW Dividend Focused Fund
TCW Emerging Markets Income Fund
TCW Emerging Markets Local Currency Income Fund
TCW Enhanced Commodity Strategy Fund
TCW Global Bond Fund
TCW Global Conservative Allocation Fund
TCW Global Flexible Allocation Fund
TCW Global Moderate Allocation Fund
TCW Growth Equities Fund
TCW Growth Fund
TCW High Yield Bond Fund
TCW International Small Cap Fund
TCW Relative Value Large Cap Fund
TCW Select Equities Fund
TCW Short Term Bond Fund
TCW Small Cap Growth Fund
TCW SMID Cap Growth Fund
TCW Total Return Bond Fund
TCW Value Opportunities Fund
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Each Fund offers Class N and Class I shares, except for the Short Term Bond Fund, which offers only Class I shares.
At the Meeting, shareholders of the Company will be asked to vote on a proposal (the “Proposal”) to approve a new investment advisory and management agreement with TCW Investment Management Company (the “New Agreement”). Shareholders of each Fund, voting separately by Fund, are entitled to vote on the Proposal.
Voting; Revocation of Proxies
All proxies solicited by the Board that are properly executed and received by the Secretary of Directors (the “the Corporation before the Meeting will be voted at the Meeting in accordance with the shareholders’ instructions thereon. A shareholder may revoke the accompanying proxy at any time before it is voted by written notification to the Corporation or by a duly executed proxy card bearing a later date. In addition, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given. If no instruction is given on a signed and returned proxy card, it will be voted “for” the Proposal and the proxies may vote in their discretion with respect to other matters not now known to the Board that may be properly presented at the Meeting (except with respect to broker non-votes as described below). Any shareholder may vote part of Directors”the shares in favor of the Proposal and refrain from voting the remaining shares or vote them “against” the “Board”)Proposal, but if the shareholder fails to specify the number of shares that the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to the total shares that the shareholder is entitled to vote on the Proposal.
All proxies voted, including abstentions and broker non-votes (i.e., where a broker indicates that the underlying shareholder has fixednot provided instructions on a proposal and the broker does not have authority to vote the shares), will be counted toward establishing a quorum. Abstentions and broker non-votes effectively count as votes “against” the Proposal because approval of a minimum number of the outstanding voting securities is required. The Corporation may request that selected brokers or nominees return proxies on behalf of shares for which voting instructions have not been received if doing so is necessary to obtain a quorum for any Fund.
Record Date; Shareholders Entitled to Vote
Shareholders of record of the Funds at the close of business on June 30, 2010, as the record date for determination of shareholdersSeptember 28, 2012 (the “Record Date”) are entitled to notice of, and to vote on, the Proposal at the special meeting of shareholders or
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Meeting and any adjournment or postponement thereof (the “Special Meeting”). This Proxy Statementthereof. At the close of business on the Record Date, the Funds had the following outstanding shares:
| Concentrated Value Fund | Core Fixed Income Fund | Dividend Focused Fund | Emerging Markets Income Fund | Emerging Markets Local Currency Income Fund | ||||||||||||||||
Class N Shares Outstanding | 71,643 | 44,464,390 | 52,517,762 | 101,568,785 | 8,029,473 | |||||||||||||||
Class I Shares Outstanding | 607,614 | 44,497,782 | 6,503,800 | 429,688,654 | 11,124,535 | |||||||||||||||
Total Fund Votes | 679,257 | 88,962,172 | 59,021,562 | 531,257,439 | 19,154,008 | |||||||||||||||
| Enhanced Commodity Strategy Fund | Global Bond Fund | Global Conservative Allocation Fund | Global Flexible Allocation Fund | Global Moderate Allocation Fund | ||||||||||||||||
Class N Shares Outstanding | 205,751 | 1,058,164 | 66,910 | 1 | 27,636 | |||||||||||||||
Class I Shares Outstanding | 257,290 | 1,022,773 | 1,249,002 | 194,325 | 1,185,531 | |||||||||||||||
Total Fund Votes | 463,041 | 2,080,937 | 1,315,912 | 194,326 | 1,213,167 | |||||||||||||||
| Growth Equities Fund | Growth Fund | High Yield Bond Fund | International Small Cap Fund | Relative Value Large Cap Fund | ||||||||||||||||
Class N Shares Outstanding | 726,422 | 30,425 | 3,090,157 | 1,482,381 | 3,419,831 | |||||||||||||||
Class I Shares Outstanding | 5,575,822 | 88,876 | 7,265,148 | 2,287,583 | 48,847,828 | |||||||||||||||
Total Fund Votes | 6,302,244 | 119,301 | 10,355,305 | 3,769,964 | 52,267,659 | |||||||||||||||
| Select Equities Fund | Short Term Bond Fund | Small Cap Growth Fund | SMID Cap Growth Fund | Total Return Bond Fund | Value Opportunities Fund | |||||||||||||||||||
Class N Shares Outstanding | 15,847,813 | N/A | 7,513,338 | 1,648,688 | 212,934,129 | 1,641,227 | ||||||||||||||||||
Class I Shares Outstanding | 39,441,222 | 1,588,503 | 31,014,303 | 2,168,449 | 537,068,299 | 4,841,869 | ||||||||||||||||||
Total Fund Votes | 55,289,035 | 1,588,503 | 38,527,641 | 3,817,182 | 750,002,428 | 6,483,141 | ||||||||||||||||||
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Quorum and accompanying proxy card were first mailed to shareholders on or about July 12, 2010. If you heldAdjournment/Required Vote
One-third (33-1/3%) of the outstanding shares of more than onea Fund on the record date, you will receive separateRecord Date, represented in person or by proxy, cardsmust be present to constitute a quorum for each Fund.
The Board is soliciting proxies from shareholders of each of the Fundsthat Fund with respect to the following proposals:
The Board of Directors solicits and recommends your execution of the enclosed proxy card. SharesProposal. If a quorum for which a properly signed proxy cardFund is received will benot present or represented at the Special Meeting, and will be voted as instructed on the proxy card. Shareholders are urged to specify their choices by marking an “X” in the appropriate box on the proxy card. If no choices are specified,holders of a majority of the shares represented will be voted as recommended by your Board of Directors. A shareholder may revoke a proxy at any time prior to its exercise by filing a written instrument revoking the proxy with the Secretary of the Company,that Fund present in person or by submitting a proxy bearingwill have the power to adjourn the Meeting to a later date, without notice other than announcement at the Meeting (provided that the new date is not more than 120 days after the Meeting), until a quorum is present or represented. Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Corporation to act as inspectors of election for the Meeting.
The affirmative vote of a “majority of the outstanding voting securities” of a Fund present in person or by attendingproxy and voting is necessary to approve the New Agreement with respect to that Fund.
A “majority of the outstanding voting securities” of a Fund means the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Special Meeting. However, attendanceMeeting, if more than 50% of the outstanding voting securities of the Fund are represented at the Meeting in person or by proxy; or (ii) more than 50% of the outstanding voting securities of the Fund. Each shareholder will be entitled to one vote for each share of each Fund such shareholder holds on the Record Date.
If a quorum is present, but sufficient votes in favor of the Proposal with respect to a Fund are not received by the time scheduled for the Meeting, a person named as a proxy may propose one or more adjournments of the Meeting with respect to the Fund to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares of the Fund present in person or by proxy at the session of the Meeting adjourned. The persons named as proxies will vote in favor of or against such adjournment in proportion to the proxies received for or against the Proposal. Abstentions and broker non-votes will be disregarded for purposes of any vote on whether to adjourn the Meeting.
The Board knows of no business other than that specifically mentioned in the Notice of Special Meeting by itself,of Shareholders that will not revoke a previously submitted proxy.be presented for consideration at the Meeting. If other business should properly come before the Meeting, the proxy holders will vote thereon in accordance with their best judgment.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on Tuesday, August 17, 2010. TheWednesday, November 28, 2012. This Proxy Statement and the Company’sCorporation’s most recent annual reportand semi-annual reports are available on the Internet athttp://www.tcw.com. The CompanyCorporation will furnish, without charge, a copy of the Company’sits annual report for itsthe fiscal year ended October 31, 2009,2011, and any morethe most recent reports,semi-annual report for the six months ended April 30, 2012, to any Fund shareholder upon request. To requestShareholders may obtain a copy please write toof the Companyannual report and semi-annual report by contacting TCW Funds, Inc. at 865 South Figueroa Street, Los Angeles, California 90017 or telephoning it at 1-877-829-4768. You may also call for information on how to obtain directions to be able to attend the Special Meeting and vote in person.by calling (800) 386-3829.
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PROPOSAL 1. ELECTION OF DIRECTORS1:
APPROVAL OF A NEW INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT WITH THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR ALL NOMINEESADVISER
Shareholders of each Fund are being asked to approve a new investment advisory and management agreement (the “New Agreement”) between the Corporation and TCW Investment Management Company, each Fund’s current investment adviser (the “Adviser”).
The purposeAdviser currently serves as the investment adviser to each Fund under an Investment Advisory and Management Agreement (the “Current Agreement”) that is expected to automatically terminate as a result of this proposal is to elect the Board of Directors of the Company that will assume office immediately upon election by shareholders. At a Board of Directors meeting held on June 23, 2010, the current Directors of the Company unanimously nominated the eleven persons described below for election as Directors (each a “Nominee”). The Board is currently comprised of nine members. Nine of the Nominees (whose names are preceded by an asterisk (*) are currently members of the Board; two are not. All Nominees have agreed to stand for election, serve if elected and hold office for an unlimited term.
The Company’s Articles of Incorporation do not provide for the annual election of Directors. However, the current Directors wish to add Janet Kerr and Peter McMillan to the Board and may not do so without a shareholder vote becauseits deemed “assignment” under the Investment Company Act of 1940, as amended (the “1940“Investment Company Act”). The expected change in ownership of The TCW Group, Inc. (“TCW”), the parent company of the Adviser, would technically cause that assignment and subsequent termination. The New Agreement has substantively the same terms as the Current Agreement, including the same fees. Subject to obtaining approval of the New Agreement for the Funds, the Adviser would continue to act as the investment adviser to the Funds, with no break in the continuity of its investment advisory services to the Funds. No changes are expected in the services provided to the Funds or in the personnel providing those
services. If approved, the New Agreement would take effect on the consummation of the change of control of TCW, as described below.
The Change of Control
Private equity funds managed by affiliates of The Carlyle Group L.P. (“Carlyle”), in partnership with TCW management, recently signed a definitive agreement to purchase a majority interest in TCW from Société Générale Holding de Participations, S.A. (“SGHP”), a wholly owned subsidiary of Société Générale, S.A. (“SGSA”) (that transaction is referred to as the “Transaction”).
Carlyle, a publicly traded Delaware limited partnership, is one of the world’s largest global alternative asset management firms that originates, structures and acts as lead equity investor in management-led buyouts, strategic minority equity investments, equity private placements, consolidations and buildups, growth capital financings, real estate opportunities, bank loans, high-yield debt, distressed assets, mezzanine debt and other investment opportunities. Carlyle provides investment management services to, and has transactions with, various private equity funds, real estate funds, collateralized loan obligation issuers, hedge funds and other investment products sponsored by it for the investment of client assets in the normal course of business. As of June 30, 2012, Carlyle and its affiliates managed more than $156 billion in assets across 99 funds and 63 fund-of-funds vehicles.
Carlyle will be making its investment in TCW primarily through two of its investment funds, Carlyle Partners V, L.P., a Delaware limited partnership (“CPV”), and Carlyle Global Financial Services Partners, L.P., a Cayman Islands limited
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partnership (“CGFSP” and, together with CPV, the “Carlyle Funds”). CPV conducts leveraged buyout transactions in North America in targeted industries, and CGFSP invests in management buyouts, growth capital opportunities and strategic minority investments in financial services. The Carlyle Funds are privately offered pooled investment vehicles with their principal place of business at 1001 Pennsylvania Avenue, NW, Suite 220 South, Washington, DC 20004. The general partners of each of the Carlyle Funds (TC Group V, L.P. and TCG Financial Services L.P., respectively), which are responsible for the day-to-day management and oversight of those funds, are affiliates of Carlyle.
Currently, SGHP owns 74.47% of the voting securities of TCW. Immediately prior to the closing of the Transaction, SGHP will acquire the equity of TCW held by Amundi, which represents approximately 19% of the voting securities of TCW. As a result of the Transaction, the ownership interest of TCW management in the equity of TCW will increase from approximately 17% to up to 40%, on a fully diluted basis, with the Carlyle Funds and other investment funds managed by affiliates of Carlyle owning the balance of TCW’s voting securities.
TCW management expects that, subject to the approval of the New Agreement, the Adviser will continue to act as investment adviser to the Funds. The Transaction is expected to close as soon as practicable following satisfaction or waiver of the conditions to closing of the Transaction, which is estimated to be no later than the end of the first quarter of 2013.
As a result of the Transaction, a limited purpose broker-dealer that serves only as a placement agent for interests in various private funds managed by Carlyle and its affiliates will be classified as an affiliate of the Corporation. That broker-dealer will not execute any transactions for the Funds, or any other advisory clients of the Adviser or TCW, and its affiliation will not create any conflict of interest for the Adviser in the course of providing services to the Funds.
The Current Agreement
The Current Agreement dated July 6, 2001 between the Corporation, on behalf of each then-existing Fund, and the Adviser was originally approved in person by the Board, including a majority of the Independent Directors (defined below), at a meeting held on February 21, 2001, and by each Fund’s shareholders on June 26, 2001. The Current Agreement was submitted for shareholder approval because the then-existing investment advisory and management agreement was expected to terminate as a result of the acquisition of TCW by a subsidiary of SGSA. The Current Agreement has remained substantially unchanged since that shareholder approval, except for the addition of various newly created series of the Corporation organized since then. At a meeting held on September 24, 2012, the Board extended the term of the Current Agreement until the earlier of October 31, 2013 and the date on which the Current Agreement would otherwise terminate as a result of its deemed assignment under the Investment Company Act”), resulting from the closing of the Transaction.
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Under the Current Agreement, the Corporation appointed the Adviser to provide investment advisory and management services with respect to the assets of the Funds. The Current Agreement requires that the Adviser, subject to the direction and supervision of the Board and in conformity with applicable laws, the Corporation’s Articles of Incorporation, Bylaws, Registration Statement, Prospectus and stated investment objectives, policies and restrictions, shall: (i) manage the investment of each Fund’s assets including, by way of illustration, the evaluation of pertinent economic, statistical, financial and other data, the determination of the industries and companies to be represented in that Fund’s portfolio, the formulation and implementation of the Fund’s investment program, and the determination from time to time of the securities and other investments to be purchased, retained or sold by the Fund; (ii) place orders for the purchase or sale of portfolio securities for each Fund’s account with broker-dealers selected by the Adviser; (iii) administer the day to day operations of each Fund; (iv) furnish to the Corporation office space at such place as may be agreed upon from time to time, and all office facilities, business equipment, supplies, utilities and telephone services necessary for managing the affairs and investments and keeping those accounts and records of the Corporation and the Funds that are not maintained by the Corporation’s transfer agent, custodian, accounting or subaccounting agent, and arrange for officers or employees of the Adviser to serve, without compensation from the Corporation, as officers, directors or employees of the Corporation, if desired and reasonably required by the Corporation; and (v) pay such expenses as are incurred by the Adviser in connection with providing the foregoing services (except as otherwise provided in the Current Agreement).
Under the Current Agreement, except as otherwise required under the Investment Company Act, neither the Adviser, nor any director, officer, agent or employee of the Adviser, is liable or responsible to the Corporation or any of its shareholders for any error of judgment, any 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. No change is proposed to the Adviser’s standard of care.
The Current Agreement provides that it continues from year to year with respect to each Fund so long as it is approved at least annually with respect to such Fund by a majority of the current Directors may not fill vacancies on the Boardoutstanding voting securities of such Fund or by appointment if, after the appointment, less than two-thirdsa vote of a majority of the Directors holding office would have been elected by the shareholders. Accordingly, the Board has called this Special Meeting to elect Ms. Kerr, Mr. McMillan, and three other current members of the Board who were previously appointed to the Board and to re-elect the six current membersCorporation, including a majority of the Board who were previously elected by the shareholders.
The following schedule sets forth certain information regarding each Nominee, including his or her age, address and positions with the Company, the length of time he or she has served as Director, the Nominee’s principal occupations during the past five years (his or her titles may have varied during the period), the total number of separate portfolios in the fund complex the Nominee would oversee if elected, and certain other board memberships held by the Nominee during the past five years.
NomineesDirectors who are not “interested persons” of the Fund under the Investment Company Act (the “Independent Directors”) and who are not parties to the Current Agreement.
The Current Agreement permits termination without penalty upon no less than 60 days’ notice by the Corporation to the Adviser or 60 days’ notice by the Adviser to the Corporation and automatically terminates in the event of its assignment (as that term is defined in the 1940 Act ) are referred to as “Independent Directors.” Nominees who are “interested persons” of theInvestment Company under the 1940 Act are referred to as “Interested Directors.”Act).
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Independent Director NomineesManagement Fees and Other Expenses
Management Fees. Under the Current Agreement, each Fund pays the Adviser a monthly fee for providing investment advisory services. The following fees were paid to the Adviser for the fiscal year ended October 31, 2011, and do not reflect expense limitations and contractual fee waivers. Also shown are the contractual fee rates from the Current Agreement.
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Fund | Total Gross Advisory Fees Paid for Fiscal Year Ended October 31, 2011 (excluding fees waived or reduced) | Contractual Annual Fee Rate | Total Recoupable Fees Waived by Adviser for Fiscal Year Ended October 31,2011(5) | |||||||
Concentrated Value Fund | $ | 335,000 | 0.65 | % | N/A | |||||
Dividend Focused Fund | $ | 4,833,000 | 0.75 | % | N/A | |||||
Growth Fund | $ | 188,000 | 0.75 | % | N/A | |||||
Growth Equities Fund | $ | 1,195,000 | 1.00 | % | N/A | |||||
Relative Value Large Cap Fund | $ | 3,520,000 | 0.75 | % | N/A | |||||
Select Equities Fund | $ | 4,092,000 | 0.75 | % | N/A | |||||
Small Cap Growth Fund | $ | 10,693,000 | 1.00 | % | N/A | |||||
SMID Cap Growth Fund | $ | 206,000 | 1.00 | % | N/A | |||||
Value Opportunities Fund | $ | 1,681,000 | 0.80 | % | N/A | |||||
International Small Cap Fund | $ | 109,000 | 0.75 | % | N/A | |||||
Core Fixed Income Fund | $ | 1,386,000 | 0.40 | % | N/A | |||||
Emerging Markets Income Fund | $ | 15,732,000 | 0.75 | % | N/A | |||||
Emerging Markets Local Currency Income Fund(1) | $ | 474,000 | 0.75 | % | N/A | |||||
High Yield Bond Fund | $ | 685,000 | 0.75 | % | N/A | |||||
Short Term Bond Fund | $ | 88,000 | 0.50 | % | N/A | |||||
Total Return Bond Fund | $ | 22,263,000 | 0.50 | % | N/A | |||||
Enhanced Commodity Strategy Fund(2) | $ | 14,000 | 0.50 | % | $110,000 | |||||
Global Bond Fund(3) | $ | 0 | 0.55 | % | N/A | |||||
Global Conservative Allocation Fund(4) | $ | 0 | 0.00 | % | N/A | |||||
Global Moderate Allocation Fund(4) | $ | 0 | 0.00 | % | N/A | |||||
Global Flexible Allocation Fund(4) | $ | 0 | 0.00 | % | N/A | |||||
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| (4) | The TCW Global Conservative Allocation Fund, the TCW Global Moderate Allocation Fund and the TCW Global Flexible Allocation Fund (the “Asset Allocation Funds”) are funds of funds, each of which seeks to achieve its investment objective by investing primarily in the Class I shares of other TCW Funds and various classes of certain funds managed by Metropolitan West Asset Management, LLC (“MWAM”), an affiliate of the |
Under the Current Agreement, fees and expenses of a |
All proxies willIn addition to the management fees, the Corporation reimburses the Adviser, with the approval of the Board, for a portion of the Adviser’s costs associated in support of the Corporation’s compliance obligations pursuant to Rule 38a-1 under the Investment Company Act.
Rule 12b-1 Fee. The Funds each have a Distribution Plan or 12b-1 Plan (the “Plan”) under which they may finance activities primarily intended to result in the sale of Fund shares and to provide shareholder services to the shareholders of the class of the Funds to which the Plan applies, provided that the Board reviews, at least quarterly, a written report of the amounts so expended under the Plan and the purposes for which such expenditures were made. Expenditures by a Fund under its Plan may not exceed 0.25% of its average net assets annually (all of which may be for service fees). Currently, the Board is limiting these fees to less than 0.25% for the TCW Growth Fund, TCW Growth Equities Fund, TCW SMID Cap Growth Fund, TCW Value Opportunities Fund, TCW International Small Cap Fund, TCW Emerging Markets Local Currency Income Fund, TCW Core Fixed Income Fund, TCW High Yield Bond Fund, TCW Short Term Bond Fund, TCW Total Return Bond Fund, TCW Global Conservative Allocation Fund, TCW Global Moderate Allocation Fund, TCW Global Flexible Allocation Fund, TCW Enhanced Commodity Strategy Fund, and TCW Global Bond Fund.
Compensation of Other Parties. The Adviser may in its discretion and out of its own resources compensate third parties for the sale and marketing of Fund shares and for providing services to shareholders. The Adviser also may use its own resources to sponsor seminars and educational programs on the Funds for financial intermediaries and shareholders.
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The Adviser also manages individual investment advisory accounts, typically for institutional clients. The Adviser reduces the fees charged to individual investment advisory accounts by the amount of the investment advisory fee charged to that portion of the client’s assets invested in any Fund.
Affiliated Brokerage.For the fiscal year ended October 31, 2011, TCW High Yield Bond Fund paid $40.00 in aggregate commissions to Newedge USA, LLC (“Newedge”), an affiliated broker of the Corporation. This amount represents 1.55% of the aggregate brokerage commissions paid by the Fund during 2011. These figures imply total commissions that may appear modest for a Fund of this size. It is important to note that the Fund typically does not pay brokerage commissions on its bond transactions because those transactions occur on a principal basis rather than an agency basis on which commissions would be charged. Brokerage commissions paid to Newedge by TCW High Yield Bond Fund related to trades for futures contracts. Newedge is a wholly owned subsidiary of Newedge Group, which is 50% owned by SGSA, the ultimate parent company of the Adviser. During the fiscal year ended October 31, 2011, no other Fund paid commissions to an affiliated broker of the Corporation.
Comparison of the Current Agreement and the New Agreement
The Board, together with the requisite number of Independent Directors, voted in favorperson on September 24, 2012 to approve the New Agreement. The Board is recommending to shareholders of each Fund that they approve the New Agreement. A copy of the Nominees listed inNew Agreement is attached to this Proxy Statement unless a contrary indicationasAppendix B. The New Agreement is made. If, priorsubstantially identical to the Special Meeting, any Nominee becomes unableCurrent Agreement as described above in all material respects, except for the commencement and renewal dates. The initial term of the New Agreement would extend for two years from its execution date, after which it would continue from year to serve,year with respect to each Fund subject to the proxiessame approval process as described above for the Current Agreement.
This discussion of the New Agreement is qualified in its entirety by reference toAppendixB.
Board Actions, Considerations, and Recommendations
At an in-person meeting of the Board held on September 24, 2012, the Directors, including the Independent Directors, considered the approval of the New Agreement in respect of each Fund. In determining to approve the New Agreement, the Directors considered that they had approved the continuation of the Current Agreement, the terms of which would have otherwise been votedare substantially identical to the New Agreement, for such Nominee will be votedan additional year at the same in-person meeting.
Continuation of the Current Agreement
The Adviser provided materials to the Board on August 30, 2012 and September 4, 2012, and as part of the board materials for such substitute nominee as may be selectedthe September 24 meeting for
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its evaluation of the Current Agreement in response to information requested by the
Independent Directors, who were advised by independent legal counsel with respect to these and other relevant matters. The Independent Directors also met separately on September 10, 2012 with their counsel to consider the information provided. As a result of those meetings and their other meetings, the Independent Directors unanimously recommended continuation of the Current Agreement. Discussed below are certain of the factors considered by the Board in approving continuation of Directors.the Current Agreement. This discussion is not intended to be all-inclusive. The Board reviewed a variety of factors and considered a significant amount of information, including information received on an ongoing basis at Board and committee meetings. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole. Individual Directors may have given different weight to certain factors and assigned various degrees of materiality to information received in connection with the contract review process.
In reaching its decision to approve continuation of the Current Agreement, the Board considered information furnished to it throughout the year at regular and special Board meetings, including detailed investment performance reports. The structure and format for this regular reporting was developed in consultation with the Board. The Board determined that it had received from the Adviser such information before the Meeting and on an ongoing basis as was reasonably necessary to approve continuation of the Current Agreement. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole.
In evaluating the continuation of the Current Agreement the Board, including the Independent Directors, considered the following factors among others.
| 1. | Nature, Extent, and Quality of Services |
The Board considered the general nature, extent, and quality of services provided or expected to be provided by the Adviser. The Board evaluated the Adviser’s experience in serving as manager of the Funds, and considered the benefits to shareholders of investing in a fund complex that is served by a large organization which also serves a variety of other investment advisory clients, including separate accounts, other pooled investment vehicles, registered investment companies and commingled funds. The Board also considered the ability of the Adviser to provide appropriate levels of support and resources to the Corporation.
In addition, the Board took note of the background and experience of the senior management and portfolio management personnel of the Adviser and that the Adviser is expected to provide substantial expertise and attention to the Corporation. The Board considered the ability of the Adviser to attract and retain qualified business professionals and its compensation program, including its employee equity plan. The
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OwnershipBoard also considered the breadth of Securitiesthe compliance programs of the Adviser, as well as the compliance operations of the Adviser with respect to the Funds. The Board concluded that it was satisfied with the nature, extent and quality of the services provided and anticipated to be provided to the Funds by the Adviser under the Current Agreement.
| 2. | Investment Performance |
The Board reviewed information about each Fund’s historical performance, including materials prepared by the Advisor and a report prepared by Morningstar Associates LLC, an independent third party consultant, which provided a comparative analysis of each Fund with the performance of similar funds over one, three, five and 10 year periods ended June 30, 2012, as applicable. The Directors noted that the investment performance of most of the Funds was satisfactory for multiple periods. The Board concluded that the Adviser should continue to provide investment advisory and management services to the Funds. The Board indicated it would continue to monitor Fund investment performance on a regular basis and discuss with the Adviser from time to time any instances of long-term underperformance as appropriate.
| 3. | Advisory Fees and Profitability |
The Board considered information in the materials prepared by the Adviser regarding the advisory fees charged to the Funds, advisory fees paid by other funds in the Funds’ respective peer groups, and advisory fees paid to the Adviser under advisory contracts with respect to other institutional clients. The Board noted that although the advisory fees charged by the Adviser to several of the Funds are above the fees paid by peer groups of similar funds, in most cases those Funds had above-average performance for multiple periods and total expenses below or very close to their respective peer group averages. The Board also noted that the advisory fees charged by the Adviser to many of the Funds are higher than the advisory fees charged by the Adviser to certain institutional separate accounts with similar strategies managed by the Adviser, but that the services provided the Funds are more extensive than the services provided to institutional separate accounts.
The Board noted that the total expenses of the Funds are near or below expenses incurred by other funds in their respective peer groups. They considered that the Adviser has agreed to reduce its investment advisory fee or pay the operating expenses of each Fund in order to maintain the overall expense ratios of the Funds at competitive levels (the “Expense Limitations”), that the Adviser had entered into contractual expense limitation agreements with respect to fifteen Funds and the amounts paid or waived by the Adviser pursuant to expense limitations. The Board also considered the costs of services to be provided and profits to be realized by the Adviser and its affiliates from their relationship with the Corporation. Recognizing the difficulty in evaluating a manager’s profitability with respect to the funds it manages in the context
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of a manager with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board concluded that the profits of the Adviser and its affiliates from their relationship with the Corporation was reasonable. Based on these various considerations, the Board concluded that the contractual management fees of the Funds under the Current Agreement are fair and bear a reasonable relationship to the services rendered.
| 4. | Expenses and Economies of Scale |
The Board considered the potential of the Adviser to achieve economies of scale as the Funds grow in size. The Board noted that the Adviser has agreed to the Expense Limitations, which are designed to maintain the overall expense ratio of each of the Funds at a competitive level. The Board also considered the relative advantages and disadvantages of an advisory fee with breakpoints compared to a flat advisory fee supplemented by advisory fee waivers and/or expense reimbursements. The Board concluded that the current fee arrangements were appropriate given the current size and structure of the Corporation and adequately reflected any economies of scale.
| 5. | Ancillary Benefits |
The Board considered ancillary benefits to be received by the Adviser and its affiliates as a result of the relationship of the Adviser with the Corporation, including compensation for certain compliance support services. The Board noted that, in addition to the fees the Adviser receives under the Current Agreement, the Adviser receives additional benefits in connection with management of the Funds in the form of reports, research and other services from brokers and their affiliates in return for brokerage commissions paid to such brokers. The Board concluded that any potential benefits to be derived by the Adviser from its relationships with the Funds are consistent with the services provided by the Adviser to the Funds.
Based on the consideration discussed above and other considerations, the Board, including the Independent Directors, approved continuation of the Current Agreement.
Approval of the New Agreement
Before the September 24 meeting, the Adviser provided materials to the Board for its evaluation of the New Agreement in response to information requested by the Independent Directors, who were advised by independent legal counsel with respect to these and other relevant matters. The Independent Directors also met separately on September 5 and September 10, 2012 with their counsel to consider the information provided and the New Agreement. As a result of those meetings and their other meetings, the Independent Directors unanimously recommended approval of the New Agreement. Discussed below are certain of the factors considered by the Board in approving the New Agreement. This discussion is not intended to be all-inclusive. The Board reviewed a variety of factors and considered a significant amount of
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information, including information received and considered with respect to continuation of the Current Agreement as described above. The approval determination was made on the basis of each Director’s business judgment after consideration of all the information taken as a whole. Individual Directors may have given different weight to certain factors and assigned various degrees of materiality to information received in connection with the contract review process.
In evaluating the New Agreement, the Board, including the Independent Directors, considered the following factors among others.
The Directors considered that it is not anticipated by the Adviser that there will be any material adverse change in the services provided to the Funds or personnel who are engaged in the portfolio management activities for the Fund as a result of the Transaction. In addition, the consensus of the Independent Directors, based on the information presented to them, was that there would be no “unfair burden” on the Funds as a result of the Transaction within the meaning of Section 15(f) of the Investment Company Act. In particular, the Independent Directors noted that the Adviser represented that there is not expected to be an increase in the contractual advisory fee applicable to any Fund, or additional compensation paid by the Funds to the Adviser, TCW, or their affiliates, as a result of the Transaction. The Directors considered that the terms of the New Agreement are substantially identical in all material respects to those of the Current Agreement.
On the basis of these and other factors, the Directors concluded that it would be in the best interests of each of the Funds to continue to be advised by the Adviser, and voted unanimously, including the unanimous vote of the Independent Directors present at that meeting, to approve the New Agreement, including the advisory fees proposed in the New Agreement, in respect of each of the Funds for a two-year period commencing immediately following the shareholder approval of the New Agreement and the consummation of the Transaction, and to recommend to shareholders of each Fund that they approve the New Agreement as well.
Section 15(f)
The following table sets forthBoard has been informed that the equity ownershipAdviser has agreed to take certain actions to comply with Section 15(f) of Nomineesthe Investment Company Act. Section 15(f) provides a non-exclusive “safe harbor” for an investment adviser or any affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser as long as two conditions are met. First, for a period of three years after the change of control, at least 75% of the directors of the Corporation must not be “interested persons” of the Adviser as defined in the Fund and in the Fund Complex as of December 31, 2009. The code for the dollar range of equity securities owned by nominees is: (a) $1 to $10,000; (b) $10,001—$50,000; (c) $50,001—$100,000; and (d) over $100,000.Investment Company Act. As of the date of this Proxy Statement, neither Ms. Kerr nor Mr. McMillan ownedless than 75% of the Board is comprised of Independent Directors. It is expected that, before the consummation of the Transaction, one of the Directors who is an interested person of the Adviser will resign his position as director of the Corporation. Following that resignation, the Corporation will meet
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the first condition for compliance with Section 15(f) discussed above. Second, an “unfair burden” must not be imposed on a Fund as a result of the Transaction or any securitiesexpress or implied terms, conditions, or understandings applicable thereto. The term “unfair burden” is defined in Section 15(f) to include any arrangement during the two-year period after the Transaction whereby an investment adviser or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees forbona fideinvestment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of the investment company (other thanbona fide ordinary compensation as principal underwriter for such investment company). The Board has been advised that the Adviser, after due inquiry, does not believe that there will be, and is not aware of, any express or implied term, condition, arrangement, or understanding that would impose an “unfair burden” on the Funds as a result of the change of control of TCW. If the Transaction is consummated, SGHP and Carlyle have agreed to share the expenses related to obtaining the approvals of the Funds related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses. If the Transaction is not consummated, SGHP and/or its affiliates would bear these costs.
Vote Required and Recommendation
The affirmative vote of a majority of each Fund’s outstanding voting securities (as defined in the Investment Company Act) is required to approve the New Agreement with respect to such Fund. The Investment Company Act defines a vote of a majority of a fund’s outstanding voting securities as the lesser of (i) 67% or more of the voting securities represented at the meeting if more than 50% of the outstanding voting securities are so represented; or (ii) more than 50% of the outstanding voting securities. If approved by shareholders, the New Agreement will take effect on the consummation of the Transaction. If the New Agreement is not approved with respect to one or more Funds, the Current Agreement with respect to those Funds would automatically terminate on the consummation of the Transaction. In that event, the Board would consider various alternatives such as again seeking shareholder approval of the New Agreement or of a different agreement, allowing the Adviser to manage the affected Fund at cost for a temporary period, hiring a transition manager or new manager, seeking shareholder approval of a reorganization, or liquidating the Fund.
The Board of Directors, including the Independent Directors, believes that the proposal to approve the New Agreement is in the best interests of each Fund and its shareholders. The Board recommends a vote “for” this proposal.
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GENERAL INFORMATION
Other Matters to Come Before the Meeting
Management of the Corporation does not know of any matters to be presented at the Meeting other than the matter described in this Proxy Statement. If other business should properly come before the Meeting, the proxy holders will vote thereon in accordance with their best judgment.
Expenses
If the Transaction is consummated, SGHP and Carlyle have agreed to share the expenses related to obtaining the approvals of the Funds related to the Transaction, including proxy solicitation, printing, mailing, vote tabulation, and other proxy soliciting expenses, legal fees, and out-of-pocket expenses. The expenses are estimated to be approximately $2,000,000. If the Transaction is not consummated, SGHP and/or its affiliates would bear these costs.
Solicitation of Proxies
Solicitation will be primarily by mail, but officers of the Funds or regular employees of the Adviser may also solicit without compensation by telephone, electronic communication, or personal contact. TCW has also retained AST Fund Solutions to assist in the solicitation process.
Adviser
TCW Investment Management Company, with principal offices at 865 South Figueroa Street, Los Angeles, California 90017, acts as the investment adviser to the Funds and generally administers the affairs of the Corporation. The Adviser’s website iswww.tcw.com. Subject to the direction and control of the Board of Directors, the Adviser supervises and arranges the purchase and sale of securities and other assets held in the portfolios of the Funds. The Adviser is a registered investment adviser organized in 1987. The Adviser, together with TCW and its other subsidiaries, managed $127.3 billion of various types of financial assets as of June 30, 2012.
The following table provides the name and principal occupation of each executive officer of the Adviser. The address of each officer and the Chief Executive Officer of the Adviser is c/o TCW Investment Management Company, 865 South Figueroa Street, Los Angeles, California 90017.
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Officer | Principal Occupation(s) with the Adviser | |
David S. DeVito | Director, Executive Vice President and Chief Administrative Officer | |
Joseph M. Burschinger | Executive Vice President and Chief Risk Officer | |
Stanislas L. Debreu | Executive Vice President | |
Mark W. Gibello | Executive Vice President | |
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NoneDirectors and Officers of the Independent Director Nominees, or any other member of their immediate family, owned beneficially or of record, any securities in an investment adviser or principal underwriter of a Fund or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of a Fund as of June 30, 2010.
Compensation for DirectorsCorporation
The Company pays each Independent Director an annual fee of $45,000 plus a per joint meeting fee of $1,750 for meetings oftable below lists the Board ofcurrent Directors or Committees of the Board of Directors attended by the director, prorated among the Funds. The Chairman of the Audit Committee also receives a $15,000 annual retainer, the Chairman of the Nominating Committee receives an additional $1,500 annual retainer and the Independent Chairman of the Company receives an additional $22,500 annual retainer. Directors are also reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. Directors and officers who are employed by the Advisor or an affiliated company thereof receive no compensation nor expense reimbursement from the Company. Directors do not receive any pension or retirement benefits as a result of their service as a director of the Company.
The following table indicates the compensation paid to the Independent Directors by the Company for the fiscal year ended October 31, 2009. The table also indicates the compensation paid to the Independent Directors for the calendar year ended December 31, 2009 by the TCW Strategic Income Fund, Inc. (“TSI”). TSI is included because the Company’s Advisor also serves as TSI’s investment adviser.
Name of Independent Director* | Aggregate Compensation From the Company | Total Compensation from the Company and TSI | ||||
Samuel P. Bell | $ | 76,750 | $ | 91,250 | ||
Richard W. Call | $ | 63,210 | $ | 77,710 | ||
Matthew K. Fong | $ | 58,000 | $ | 71,750 | ||
John A. Gavin | $ | 61,750 | $ | 76,250 | ||
Patrick C. Haden | $ | 84,250 | $ | 98,750 | ||
Charles A. Parker | $ | 61,750 | $ | 76,250 | ||
The Board of Directors normally meets at least quarterly at regularly scheduled meetings. During the fiscal year ended October 31, 2009, the Board met 4 times. Each incumbent Nominee attended at least 75% of the meetings of the Board held during the last fiscal year, including the meetings of the Board’s standing Committees on which such Director was a member. The Fund does not hold annual meetings, and therefore
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the Board of Directors does not have a policy with regard to Director attendance at such meetings.
Leadership Structure
The Board is responsible for the overall management of the Company, 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 Company’s Articles of Incorporation and By-Laws. The Board meets in regularly scheduled meetings throughout the year. It is currently composed of nine Directors, including six Independent Directors. As discussed below, the Board has established three committees to assist the Board in performing its oversight responsibilities.
The Board has appointed an Independent Director to serve as its Chairman. The Chairman’s primary role is to set the agenda of the Board and determine what information is provided to the Board with respect to matters to be acted upon by the Board. The Chairman presides at all meetings of the Board and leads the Board through its various tasks. The Chairman also acts as a liaison with management in carrying out the Board’s functions. The Chairman also performs such other functions as may be requested by the Board 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, generally.
The Company has determined that the Board’s leadership structure is appropriate given the characteristics and circumstances of the Company, including such matters as the number of Funds in the Fund Complex, the types of Funds that comprise the Company (e.g., equity and fixed income), the net assets of the Company, the committee structure of the Company and the distribution arrangements of the Company.
Risk Oversight
Through its direct oversight role, and indirectly through its Committees, the Board performs a risk oversight function for the Company consisting, among other things, of the following activities:
General Oversight. The Board regularly meets with the officers of the Company and representatives of key service providers to the Company, including the Advisor, administrator, distributor, transfer agent, custodian and independent registered public accounting firm to review and discuss the operational activities of the Company and to provide direction with respect thereto.
Compliance Oversight. The Board reviews and approves the procedures of the Company established to ensure compliance with applicable federal securities laws. The Board keeps informed about how the Company’s operations conform to its compliance procedures through regular meetings with, and reports received from the Company’s Chief Compliance Officer, and other officers.
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Investment Oversight.The Board monitors Fund performance during the year through regular performance reports from management with references to appropriate performance measurement indices and the performance of similar funds. The Board also receives focused performance presentations on a regular basis, including special written reports and oral presentations by portfolio managers. In addition, the Board monitors each Fund’s investment practices and reviews its investment strategies with management and receives focused presentations.
Valuation Oversight. The Board has approved the valuation methodologies used in establishing the daily values of the Company’s assets and monitors the accuracy with which the valuations are carried out. The Board receives regular reports on the use of fair value prices and monitors the effectiveness of the Company’s valuation procedures.
Financial Reporting. Through its Audit Committee, the Board meets regularly with the Company’s independent registered public accounting firm to discuss financial reporting matters, the adequacy of the Company’s internal controls over financial reporting, and risks to accounting and financial reporting matters.
Board Committees
The Board has a standing Audit Committee, Executive Committee and Nominating 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 Company 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’s current members are Messrs. Bell, Call, Fong, Gavin, Haden and Parker. During the fiscal year ended October 31, 2009, the Audit Committee held four meetings.
The Executive Committee has the same powers as the Board of Directors except the power to declare dividends or other stock distributions, elect directors, authorize the issuance of stock except as permitted by statute, recommend to the shareholders any action requiring their approval, to amend the By-Laws or approve any merger or share exchange not requiring shareholder approval. The Executive Committee’s current members are Messrs. Call, Haden and Stern. During the fiscal year ended October 31, 2009, the Executive Committee held no meetings.
The Nominating Committee has adopted a Nominating Committee Charter, a copy of which is attached to this Proxy Statement. The Nominating Committee makes recommendations to the Board of Directors regarding nominations for membership on
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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 Company’s investment advisor and other principal service providers. The Nominating Committee does not have any formal policy regarding diversity in identifying nominees for a directorship, but, considers it among the various factors relevant to any particular nominee. The Nominating Committee periodically reviews director compensation and recommends any appropriate changes to the Board. This 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 in governing the Company and overseeing the management of the Company. The current members of the Company’s Nominating Committee are Messrs. Bell, Call, Fong, Gavin, Haden and Parker. During the fiscal year ended October 31, 2009, the Nominating Committee held four meetings.
The following is a brief discussion of the particular experience, qualifications, attributes or skills that led the Board to conclude that each person identified below should serve as a Director of the Company.
Generally, no one factor was decisive in the original selection of the Directors to the Board, nor in the nomination of the Nominee. Qualifications considered by the Board to be important to the selection and retention of Directors include the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s educational background and accomplishments; (iii) the individual’s experience and expertise performing senior policy-making functions in business, government, education, accounting, law and/or administration; (iv) how the individual’s expertise and experience would contribute to the mix of relevant skills and experience on the Board; (v) the individual’s ability to work effectively with the other members of the Board; and (vi) the individual’s ability and willingness to make the time commitment necessary to serve as an effective director. In addition, the individual’s ability to review and critically evaluate information, to evaluate fund service providers, to exercise good business judgment on behalf of fund shareholders, prior service on the Board, and familiarity with the Company are considered important assets.
Charles W. Baldiswieler. Mr. Baldiswieler is a Group Managing Director of the Advisor, TCW Asset Management Company and Trust Company of the West and serves on the board of TSI, a publicly-traded closed end fund. He has over 20 years of experience in the investment industry and prior to joining TCW in 1995 he was Director of Marketing for Jensworld, King and Associates (Houston, Texas). Prior to that he headed the Investment Marketing Department at Bank One Trust (Houston, Texas).
Samuel P. Bell. Mr. Bell, Chairman of the Audit Committee, is a private investor and serves on the boards of Post 360, a post production services company, Broadway National Bank, and TSI, a publicly-traded closed end fund. He previously was
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President of Los Angeles Business Advisors, a not-for-profit business organization. Prior to 1996, Mr. Bell served as the Area Managing Partner of Ernst & Young, a public accounting firm, for the Pacific Southwest Area.
Richard W. Call. Mr. Call, Chairman of the Nominating Committee, is a private investor and serves on the board of TSI, a publicly-traded closed end fund, since the fund’s inception in 1987. Previously, Mr. Call was President of the Seaver Institute, a private foundation.
Matthew K. Fong. Mr. Fong is President of Strategic Advisory Group, a private equity and real estate consulting firm. He also serves on the boards of Seismic Warning Systems, Inc., PGP, LLP, a private equity fund and TSI, a publicly-traded closed end fund. Mr. Fong is also on the Pepperdine University Board of Regents and the Southwestern School of Law Board of Trustees. Mr. Fong is Of Counsel to Sheppard, Mullin, Richter & Hamilton, a Los Angeles law firm. From 1995 to 1998 Mr. Fong served as Treasurer of the State of California.
John A. Gavin. Mr. Gavin is founder and Chairman of Gamma Holdings, an international capital consulting firm and serves on the boards of Causeway Capital Management Trust and the Hotchkis and Wiley Funds, mutual fund complexes, and TSI, a publicly-traded closed end fund. From 1981 to 1986, Mr. Gavin served as the United States Ambassador to Mexico.
Patrick C. Haden. Mr. Haden, the Independent Chairman of TCW Funds, Inc., is a General Partner in Riordan, Lewis & Haden, a private equity fund and serves on the boards of Tetra Tech, Inc., an environmental consulting company, and TSI, a publicly-traded closed end fund, of which he is also the Independent Chairman. Mr. Haden is a Rhodes Scholar and is also a member of the Board of Trustees of the University of Southern California.
Janet E. Kerr. Ms. Kerr serves on the board of CKE, Inc. Restaurants, a casual dining restaurant company, La-Z-Boy Incorporated, a residential furniture producer, Tilly’s Inc., a privately held retailer of apparel and accessories, and TSI, a publicly-traded closed end fund. Ms. Kerr is also a Professor of Law at Pepperdine University School of Law and is the founder and Executive Director of the Geoffrey H. Palmer Center for Entrepreneurship and the Law at the Pepperdine University School of Law. Ms. Kerr has founded several technology companies and is a well known author in the areas of securities, corporate law and corporate governance, having published several articles and a book on the subjects. She is also a member of the National Association of Corporate Directors and Women Corporate Directors.
Thomas E. Larkin, Jr. Mr. Larkin is Vice Chairman of the Advisor, TCW Asset Management Company, Trust Company of the West and The TCW Group, Inc. and serves on the board of the Automobile Club of Southern California, a motorist association. He is also a member of the Board of Trustees of the University of Notre
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Dame, Loyola Marymount University and Mount Saint Mary’s College. He also serves on the boards of several philanthropic organizations including the Los Angeles Orthopedic Hospital Foundation, Childrens Hospital of Los Angeles, the Heart & Lung Surgery Foundation, American Red Cross and is a member of the Finance Council and Investment Committee of the Archdiocese of Los Angeles.
Peter McMillan. Mr. McMillan is the Co-founder and Managing Partner of Willowbrook Capital Group, LLC, an investment advisory firm, and co-founder and Executive Vice President of KBS Capital Advisors, a manager of real estate investment trusts. He serves on the boards of KBS Real Estate Investment Trusts I and II, real estate investment trusts, Steinway Musical Instruments, Inc., a manufacturer of musical instruments, the Metropolitan West Funds, a mutual fund complex, and TSI, a publicly-traded closed end fund. 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 for Aetna Life Insurance and Annuity Company with responsibility for the company’s fixed income portfolios.
Charles A. Parker. Mr. Parker is a private investor and serves on the boards of Horace Mann Educators Corp., an insurance corporation, the Burridge Center for Research in Security Prices (Leeds School of Business, University of Colorado) and TSI, a publicly-traded closed end fund. Previously Mr. Parker was an executive vice president and director of the Continental Corporation and chairman and chief executive officer of Continental Asset Management Corporation.
Marc I. Stern. Mr. Stern is Chief Executive Officer and Chairman of the Advisor, Chief Executive Officer and Vice Chairman of TCW Asset Management Company and The TCW Group, Inc. and Vice Chairman of Trust Company of the West. He is a member of the Management Committee of Société Générale Group and Chairman of Société Générale’s Global Investment Management and Services (GIMS) North American unit. Mr. Stern serves on the board of Qualcomm Inc. and is a Director of Rockefeller & Co., Inc. In addition, he is a member of the Advisory Board and an owner of the Milwaukee Brewers Baseball Club. Prior to joining TCW in 1990, Mr. Stern was President of Sun America, Inc. He is Chairman and Chief Executive Officer of the Los Angeles opera. He also serves on the boards of several philanthropic organizations including the Performing Arts Center of Los Angeles County, the John F. Kennedy Center for the Performing Arts, the Museum of Contemporary Art in Los Angeles and the California Institute of Technology. Mr. Stern was recently appointed as a “Commandeur de l’Ordre National du Mérite” by the President of France.
The Nominating Committee will consider potential director candidates recommended by shareholders provided that the proposed candidates satisfy the director qualification requirements provided in the Company’s Directors Nominating and Qualification Charter and are not “interested persons” of the Company within the meaning of the 1940 Act, which is attached to this Proxy Statement as Appendix A.
12
Officers
The following information relates to the executive officers of the Company who are not Directors of the Company. The business address of each is 865 South Figueroa Street, Los Angeles, California 90017.Corporation.
Name |
|
| ||
Samuel P. Bell | Director* since 2002 | None. | ||
John A. Gavin | Director* since 2001 | None. | ||
Patrick C. Haden | Director* since 2001 | None. | ||
Janet E. Kerr | Director* since 2010 | None. | ||
Peter McMillan | Director* since 2010 | None. | ||
Charles A. Parker | Director* since 2003 | None. | ||
Victoria B. Rogers | Director* since 2011 | None. | ||
Andrew Tarica | Director* since 2012 | None. | ||
Charles W. Baldiswieler | Director since 2009, President and Chief Executive Officer | Group Managing Director of the Adviser, TCW Asset Management Company, and Trust Company of the West. | ||
Thomas E. Larkin, Jr. | Director since 1992 | Director of TCW and Trust Company of the West. | ||
Marc I. Stern | Director since 1992 | Director, Chairman and Chief Executive Officer of the Adviser; Director, Vice Chairman and Chief Executive Officer of TCW Asset Management Company; Director, Vice Chairman and President of Trust Company of the West; and Director and Vice Chairman of TCW. | ||
17
| Position with the | Interest in the Adviser | ||||
Michael E. Cahill | Senior Vice President, General Counsel and | Director, Executive Vice President, General Counsel and Secretary of the | ||||
Peter A. Brown | Senior Vice President | Managing Director of the | ||||
Hilary G.D. Lord |
| |||||
|
| Senior Vice President and | Managing Director, Chief Compliance Officer and Assistant Secretary of the | |||
David S. DeVito | Treasurer and | Director, Executive Vice President and Chief Administrative Officer of the | ||||
18
Name | Position with the | Interest in the Adviser | ||
George N. Winn | Assistant Treasurer | Senior Vice President of the Adviser, TCW | ||
| * |
13
Shareholder Approval
The Nominees for election as Directors at the Special Meeting will be elected by a pluralityInterested Persons of the total votes cast atCorporation and the Funds
Messrs. Baldiswieler, Larkin and Stern, each a meetingDirector of shareholders by the holdersCorporation, are deemed to be “interested persons” of the Corporation and the Funds, as defined in the Investment Company Act, because of their current ownership positions with TCW and their management roles with the Adviser and/or its affiliates. Accordingly, they may be considered to have an indirect interest with respect to the Proposal because the Adviser’s advisory services to the Funds would continue if the New Agreement is approved.
Control Persons and Principal Holders of Securities
To the knowledge of the Corporation, as of the Record Date, no current Director of the Corporation owned 1% or more of the outstanding class of shares present in person or by proxyof any Fund, and entitled to vote on such action. This proposal applies on a Company-wide basis,the officers and all Funds and classes will vote together on this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR ALL NOMINEES
OTHER MATTERS
The proxy holders have no present intention of bringing before the Special Meeting for action any matters other than those specifically referred to above, nor has the managementDirectors of the CompanyCorporation owned, as a group, less than 1% of any such intention. Neitherclass of shares of each Fund.
Appendix A to this Proxy Statement lists the proxy holders norpersons that, to the managementknowledge of the Company is aware of any matters which may be presented by others. If any other business properly comes before the Special Meeting, the proxy holders intend to vote thereon in accordance with their best judgment.
VOTING AND OTHER INFORMATION
Voting Requirements
For purposes of this Special Meeting, a quorum is present to transact business if the holders of one-thirdCorporation, owned beneficially 5% or more of the outstanding shares of the Fund entitled to vote at the Special Meeting are present in person or by proxy. For purposes of determining the presenceany class of a quorum at the Special Meeting, abstentions and broker non-votes (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a particular proposal with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present. Assuming a quorum is present, a plurality of the votes cast at the Special Meeting is required to elect each of the Directors. Abstentions and broker non-votes will not be counted in favor of, but will have no other effect on the vote for Proposal 1.
The total number of shares outstandingFund as of the Record Date is provided in Appendix B.
Adjournment
If the necessary quorum to transact business at the Special Meeting is not obtained, the persons named as proxies may propose one or more adjournments of the meeting for a period or periods of not more than 30 days in the aggregate to permit
14
further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares present at the Special Meeting in person or by proxy. If the necessary quorum is not obtained, the persons named as proxies will vote in favor of the adjournment. Any such adjournment will require the affirmative vote of a majority of the shares present at the Special Meeting in person or by proxy. The persons named as will vote in favor of such adjournment those shares which they are entitled to vote which have voted in favor of all Nominees, and they will vote against any such adjournment those proxies which have voted against any of all Nominees.
Cost and Method of Proxy Solicitation
The cost of soliciting proxies for this Special Meeting of shareholders, consisting principally of printing and mailing expenses, will be borne by the Company and are estimated to be $75,000. The Altman Group, Inc. has been retained to assist with proxy solicitation activities. The Company will bear the cost of these services which is estimated to be $10,000 The solicitation of proxies will be by mail, which may be supplemented by additional solicitation by mail, the Internet, telephone, facsimile, telegram, personal interview or otherwise through officers and employees of the Company and its investment adviser or distributor without special compensation therefor. Banks, brokerage houses, nominees and other fiduciaries will be requested to forward the proxy soliciting materials to the beneficial owners and obtain authorization for the execution of proxies. The Company may reimburse brokers, banks and other fiduciaries for postage and reasonable expenses incurred by them in the forwarding of proxy material to beneficial owners of common stock.
Shareholders may sign and mail the proxy card(s) received with the proxy statement or may give voting instructions via touchtone telephone by following the instructions enclosed with the proxy card.
Shareholder Proposals
The Company does not hold regular annual shareholders’ meetings. Shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for a subsequent shareholders’ meeting of the Company (if any) should send their written proposals to the Secretary of the Company at the address set forth on the cover of this Proxy Statement. Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for a meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included.Date. A shareholder who wishes to makebeneficially owns, directly or indirectly, more than 25% of any Fund’s voting securities may be deemed a proposal at the next meeting of shareholders without including the proposal“control person” (as defined in the Company’s proxy statement must notify the SecretaryInvestment Company Act) of the Company in writingFund.
Principal Underwriter
The principal underwriter of such proposal within a reasonable time priorthe Funds’ shares is TCW Funds Distributors (the “Distributor”), an affiliate of the Adviser. The Distributor offers the Funds’ shares to the datepublic on a continuous basis. The address of the meeting. If a shareholder fails to give timely notice, then the persons named as proxies in the proxies solicited by the Board for the next meeting of shareholders may exercise discretionary voting power with respect to any such proposal.
15
Investment Advisor
TCW Investment Management Company,Distributor is 865 South Figueroa Street, Los Angeles, California 90017, servesCA 90017. The Distributor receives no compensation from the Corporation except payments pursuant to the Corporation’s Distribution Plan described above. For the fiscal year ending October 31, 2011, the Distributor received $10,648,281 in fees from the Funds.
19
As a result of the Transaction, the Corporation will need to enter into a new distribution agreement with the Distributor on behalf of each Fund. At the September 24, 2012 meeting of the Board, the Board approved a new distribution agreement with the Distributor on the same terms and same fees as the investment advisor for each Fund.current agreement. The new distribution agreement would take effect on the consummation of the Transaction.
Administrator
State Street Bank and Trust Company 200 Clarendon Street, Boston, Massachusetts 02116,(the “Administrator”) serves as the administrator of the Company.
Distributor
TCW Funds Distributors, 865 South Figueroa Street, Los Angeles, California 90017, serves asFunds. The Administrator provides management and administrative services necessary for the nonexclusive distributor of each classoperation of the Company’s shares.Funds. The Administrator’s main office is located at 200 Clarendon Street, Boston, Massachusetts 02117.
Independent Registered Public Accounting FirmAuditor
Deloitte & Touche LLP, (“Deloitte”),located at 350 South Grand Avenue, Suite 200, Los Angeles, California 90071, has been selectedserves as the Funds’ independent auditor.
Shareholder Proposals
The Corporation is not required to hold annual meetings of shareholders and currently does not intend to hold such meetings unless shareholder action is required in accordance with the Investment Company Act. A shareholder proposal to be considered for inclusion in the proxy statement at any subsequent meeting of shareholders must be submitted within a reasonable time before the proxy statement for that meeting is mailed. Whether a proposal is submitted in the proxy statement will be determined in accordance with applicable federal and state laws.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. YOU MAY ALSO SUBMIT YOUR PROXY ELECTRONICALLY OR BY TELEPHONE. SPECIFIC INSTRUCTIONS FOR THESE VOTING OPTIONS ARE FOUND ON THE ENCLOSED PROXY FORM.
/s/ Michael E. Cahill
Michael E. Cahill,
Secretary
October 10, 2012
20
APPENDIX A
As of September 28, 2012, to the knowledge of management, no person owned beneficially or of record more than 5% of the outstanding shares of any class of the Funds, except as follows:
| TCW Concentrated Value Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 159,123 | 26.19 | % | |||||||||||
Brian Howard Murrish Irrevocable Trust U/A 04/16/91 c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 44,767 | 7.37 | % | |||||||||||
Norred 1987 Trust Charlene L. Norred TR 6463 Independence Avenue Woodland Hills, CA 91367-2623 | I | 43,695 | 7.19 | % | |||||||||||
McKernan Family Trust Thomas V. McKernan & Judith McKernan TR U/A 06/30/2003 c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 40,566 | 6.68 | % | |||||||||||
Patrick Stewart Trustee For Danso Trust U/A 3/18/93 c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 31,242 | 5.14 | % | |||||||||||
Linda Essakow Trust Linda Essakow TR U/A 06/29/2004 c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 31,224 | 5.14 | % | |||||||||||
A-1
| TCW Concentrated Value Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 37,499 | 52.34 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 8,469 | 11.82 | % | |||||||||||
TD Ameritrade Inc. For The Exclusive Benefit of Our Clients P.O. Box 2226 Omaha, NE 68103-2226 | N | 4,754 | 6.64 | % | |||||||||||
| TCW Core Fixed Income Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 9,434,393 | 21.17 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 5,701,318 | 12.80 | % | |||||||||||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of Its Clients Attn: Fund Administration (9E539) 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 | I | 5,070,501 | 11.38 | % | |||||||||||
A-2
| TCW Core Fixed Income Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | I | 3,132,134 | 7.03 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 24,436,907 | 54.89 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 5,318,106 | 11.95 | % | |||||||||||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of Its Clients Attn: Fund Administration (9E539) 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 | N | 4,663,333 | 10.47 | % | |||||||||||
UBS WM USA 000 11011 6100 Omni Account M/F Attn: Department Manager 1000 Harbor Blvd., 5th Floor Weehawken, NJ 07086-6761 | N | 2,732,038 | 6.14 | % | |||||||||||
| TCW Dividend Focused Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
NECA IBEW Pension Benefit Trust Fund 5735 Elizabeth Avenue Saint Louis, MO 63110-2801 | I | 2,440,855 | 37.37 | % | |||||||||||
A-3
| TCW Dividend Focused Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 1,144,932 | 17.53 | % | |||||||||||
LPL A/C 1000-0005 9785 Towne Centre Drive San Diego, CA 92121-1968 | I | 1,142,741 | 17.50 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 34,627,952 | 65.68 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4151 | N | 8,154,778 | 15.47 | % | |||||||||||
| TCW Emerging Markets Income Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 69,123,893 | 16.03 | % | |||||||||||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of Its Clients Attn: Fund Administration (9E539) 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 | I | 56,904,015 | 13.20 | % | |||||||||||
A-4
| TCW Emerging Markets Income Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 47,025,566 | 10.91 | % | |||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | I | 29,915,964 | 6.94 | % | |||||||||||
Wells Fargo Advisors Special Custody Acct For the Exclusive Benefit of Customers 2801 Market Street Saint Antonio, MO 63103-2523 | I | 27,912,747 | 6.47 | % | |||||||||||
UBS WM USA 000 11011 6100 Omni Account M/F Attn: Department Manager 1000 Harbor Blvd., 5th Floor Weehawken, NJ 07086-6761 | N | 33,792,633 | 33.12 | % | |||||||||||
National Financial Services Corp For Exclusive Benefit of Our Customers Russ Lennon 200 Liberty Street New York, NY 10281-1003 | N | 25,644,727 | 25.14 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 22,049,713 | 21.61 | % | |||||||||||
A-5
| TCW Emerging Markets Local Currency Income Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 4,302,576 | 38.68 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 2,071,019 | 18.62 | % | |||||||||||
Mitra & Co. FBO 98 C/O M&I Trust Co. NA – Attn. MF 11270 W Park Place, Suite 400 Milwaukee, WI 53224-3638 | I | 1,250,745 | 11.24 | % | |||||||||||
| TCW Enhanced Commodity Strategy Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
TCW Capital Investment Corporation 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017-2593 | I | 206,734 | 79.97 | % | |||||||||||
TCW Capital Investment Corporation 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017-2593 | N | 206,734 | 100.00 | % | |||||||||||
| TCW Global Bond Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
TCW Capital Investment Corporation 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017-2593 | I | 1,025,102 | 99.98 | % | |||||||||||
TCW Capital Investment Corporation 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017-2593 | N | 1,025,099 | 96.63 | % | |||||||||||
A-6
| TCW Global Conservative Allocation Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
The Robert Kravis & Kimberly Kravis FDN C/O KKR Financial Services Co. LLC 730 5th Avenue, Floor 8 New York, NY 10019-4105 | I | 287,356 | 23.01 | % | |||||||||||
George R. Kravis II Trust R Henry P. Kravis TR U/A 09/01/1995 Attn: KKR Financial Services 730 5th Avenue, Floor 8 New York, NY 10019-4105 | I | 253,600 | 20.30 | % | |||||||||||
Earl B. Gilmore Foundation U/A 06/04/1958 6301 West 3rd Street Los Angeles, CA 90036-3154 | I | 253,427 | 20.29 | % | |||||||||||
Kravis Investment Trust Richard I. Beattie TR U/A 09/10/2002 C/O KKR Financial Services 730 5th Avenue, Floor 8 New York, NY 10019-4105 | I | 105,303 | 8.43 | % | |||||||||||
Bonnie Jean Blackman McClure Liv Trust Bonnie Jean Blackman McClure TR c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 92,018 | 7.37 | % | |||||||||||
Heart and Lung Surgery Foundation 4650 W Sunset Blvd. #MS 66 Los Angeles, CA 90027-6062 | I | 83,973 | 6.72 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 65,772 | 5.27 | % | |||||||||||
A-7
| TCW Global Conservative Allocation Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 15,042 | 22.48 | % | |||||||||||
LPL Financial A/C 1000-0005 9785 Towne Centre Drive San Diego, CA 92121-1968 | N | 12,593 | 18.82 | % | |||||||||||
E Trade Clearing LLC 616-91600-14 IRA Custodian P.O. Box 484 Jersey City, NJ 07303-0484 | N | 5,385 | 8.05 | % | |||||||||||
RBC Capital Markets LLC Lee Hensley A Lee Hensley CPA SEP-IRA RBC Capital Markets LLC Cust c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | N | 3,760 | 5.62 | % | |||||||||||
| TCW Global Flexible Allocation Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94101-4151 | I | 153,471 | 78.98 | % | |||||||||||
Hugh O’Brian Youth Leadership 32155 Cedar Valley Drive, Suite 327 Westlake Village, CA 91362 | I | 29,276 | 15.07 | % | |||||||||||
Hugh O’Brian Youth Leadership Endowment 32155 Cedar Valley Drive, Suite 327 Westlake Village, CA 91362 | I | 11,577 | 5.96 | % | |||||||||||
A-8
| TCW Global Flexible Allocation Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
TCW Capital Investment Corporation 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017-2593 | N | 1 | 100.00 | % | |||||||||||
| TCW Global Moderate Allocation Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Mellon Cust IRA FBO Linda G. Severy c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 258,150 | 21.78 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 172,793 | 14.58 | % | |||||||||||
Mellon Cust FBO Placido Domingo IRA Rollover c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 162,003 | 13.67 | % | |||||||||||
The Jerold McMahon and Linda Severy McMahon Charitable Remainder Unitrust Jerold McMahon & Linda Severy McMahon TR U/A 11/30/2004 c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 156,608 | 13.21 | % | |||||||||||
Kathryn Shannon Johnson c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 127,315 | 10.74 | % | |||||||||||
A-9
| TCW Global Moderate Allocation Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Mellon Cust FBO Marta Domingo IRA Rollover c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 83,196 | 7.02 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 27,345 | 98.95 | % | |||||||||||
| TCW Growth Equities Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Societe Generale Holding De Participations A L Attn: De M Ajoux Gims Fin Dir Tour CB3 189 Rue D Aubervilliers 75886 Paris Cedex 18 France | I | 2,298,988 | 41.23 | % | |||||||||||
TIFKAT LP 221 E. Walnut Street, Suite 220 Pasadena, CA 91101-1543 | I | 390,837 | 7.01 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 291,286 | 5.22 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 345,124 | 47.51 | % | |||||||||||
A-10
| TCW Growth Equities Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Wells Fargo Bank FBO Various Retirement Plans 9888888836 NC 1151 1525 West Wt Harris Blvd Charlotte, NC 28288-1076 | N | 65,769 | 9.05 | % | |||||||||||
Wells Fargo Advisors Special Custody Acct For the Exclusive Benefit of Customers 2801 Market Street Saint Louis, MO 63103-2523 | N | 64,365 | 8.86 | % | |||||||||||
UBS WM USA 000 11011 6100 Omni Account M/F Attn: Department Manager 1000 Harbor Blvd, 5th Floor Weehawken, New Jersey 07086-6761 | N | 62,554 | 8.61 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 53,333 | 7.34 | % | |||||||||||
| TCW Growth Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 68,525 | 77.10 | % | |||||||||||
Michael P. Reilly & Jo Marie Reilly JTWROS c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 10,428 | 11.73 | % | |||||||||||
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| TCW Growth Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Societe Generale Holding De Participations A L Attn: De M Ajoux Gims Fin Dir Tour CB3 189 Rue D Aubervilliers 75886 Paris Cedex 18 France | N | 26,785 | 88.04 | % | |||||||||||
Oppenheimer & Co. Inc. Custodian FBO Leressa Renna Crockett IRA PAS c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | N | 2,291 | 7.53 | % | |||||||||||
| TCW High Yield Bond Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 1,431,626 | 19.65 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 1,228,040 | 16.85 | % | |||||||||||
Gazelle Holdings Limited P.O. Box 560 11-15 Seaton Place St. Helier JE4 XP Channel Islands Jersey | I | 506,969 | 6.96 | % | |||||||||||
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| TCW High Yield Bond Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 1,433,152 | 46.17 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 779,455 | 25.11 | % | |||||||||||
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients P. O. Box 2226 Omaha, NE 68103-2226 | N | 339,828 | 10.95 | % | |||||||||||
| TCW International Small Cap Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
TCW Capital Investment Corporation 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017-2593 | I | 504,730 | 22.06 | % | |||||||||||
Mac & Co. A/C TWBF2263002 Attn. Mutual Fund Operations P.O. Box 3198 525 William Penn Place Pittsburgh, PA 15230-3198 | I | 410,263 | 17.93 | % | |||||||||||
LPL Financial A/C 1000-0005 9785 Towne Centre Drive San Diego, CA 92121-1968 | I | 405,377 | 17.72 | % | |||||||||||
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| TCW International Small Cap Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 283,760 | 12.40 | % | |||||||||||
TD Ameritrade Trust Company CO# 00P74 P.O. Box 17748 Denver, CO 80217-0748 | I | 204,892 | 8.96 | % | |||||||||||
TD Ameritrade Trust Company CO# 00TLB P.O. Box 17748 Denver, CO 80217-0748 | N | 642,469 | 43.34 | % | |||||||||||
TCW Capital Investment Corporation 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017-2593 | N | 504,548 | 34.04 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 98,837 | 6.67 | % | |||||||||||
WTRISC As TTEE FBO Scopelitis Garvin Light & Hanson PC Section 401K Benefit Plan P.O. Box 52129 Phoenix, AZ 85072-2129 | N | 82,965 | 5.60 | % | |||||||||||
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| TCW Relative Value Large Cap Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Wells Fargo Advisors Special Custody Acct For the Exclusive Benefit of Customers 281 Market Street Saint Louis, MO 63103-2523 | I | 11,381,436 | 23.30 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 6,342,718 | 12.98 | % | |||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | N | 1,888,123 | 55.21 | % | |||||||||||
UBS WM USA 000 11011 6100 Omni Account M/F Attn: Department Manager 1000 Harbor Blvd., 5th Floor Weehawken, NJ 07086-6761 | N | 462,080 | 13.51 | % | |||||||||||
VRSCO FBO AIGFSG Cust TTEE FBO Kelsey-Seybold Health System 401K 2929 Allen Parkway, Suite A6-20 Houston, TX 77019-7117 | N | 241,497 | 7.06 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 205,687 | 6.01 | % | |||||||||||
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| TCW Select Equities Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of Its Clients 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 | I | 12,027,057 | 30.49 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 5,776,596 | 14.65 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 5,564,709 | 14.11 | % | |||||||||||
MB Financial – Trustee MB Financial Bank NA Trust Operati 6111 North River Road, 8th Floor Rosemont, IL 60440 | I | 2,265,349 | 5.74 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 7,591,226 | 47.90 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 3,372,992 | 21.28 | % | |||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | N | 2,684,798 | 16.94 | % | |||||||||||
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| TCW Short Term Bond Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 753,926 | 47.41 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 320,240 | 20.14 | % | |||||||||||
Wells Fargo Advisors Special Custody Acct For the Exclusive Benefit of Customers 2801 Market Street Saint Antonio, MO 63103-2523 | I | 108,387 | 6.82 | % | |||||||||||
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients P. O. Box 2226 Omaha, NE 68103-2226 | I | 80,210 | 5.04 | % | |||||||||||
| TCW Small Cap Growth Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 4,879,247 | 15.73 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 4,165,615 | 13.43 | % | |||||||||||
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| TCW Small Cap Growth Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Wells Fargo Advisors Special Custody Acct For the Exclusive Benefit of Customers 2801 Market Street Saint Louis, MO 63103-2523 | I | 4,002,532 | 12.91 | % | |||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | I | 1,926,169 | 6.21 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 3,253,151 | 43.30 | % | |||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | N | 1,314,833 | 17.50 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 799,842 | 10.65 | % | |||||||||||
PIMS/Prudential Retirement As Nominee For the TTEE/Cust PL 008 UMMS Voluntary 403 B Plan 110 South Paca Street, Suite 101 Baltimore, MD 21201-1642 | N | 458,799 | 6.11 | % | |||||||||||
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| TCW SMID Cap Growth Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Northern Trust As Custodian FBO The Cullen Foundation A/C 26-05887 P.O. Box 92956 Chicago, IL 60675-0001 | I | 1,396,080 | 64.38 | % | |||||||||||
Societe Generale Holding De Participations A L Attn: De M Ajoux Gims Fin Dir Tour CB3 189 Rue D Aubervilliers 75886 Paris Cedex 18 France | I | 512,270 | 23.62 | % | |||||||||||
Societe Generale Holding DE Participations A L Attn: De M Ajoux Gims Fin Dir Tour CB3 189 Rue D Aubervilliers 75886 Paris Cedex 18 France | N | 1,574,540 | 95.50 | % | |||||||||||
| TCW Total Return Bond Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of Its Clients Attn: Fund Administration (9E539) 4800 Deer Lake Drive East, 2nd Floor Jacksonville, FL 32246-6484 | I | 171,081,389 | 31.76 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 62,302,725 | 11.57 | % | |||||||||||
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| TCW Total Return Bond Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 53,298,250 | 9.90 | % | |||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | I | 48,684,928 | 9.04 | % | |||||||||||
Wells Fargo Advisors Special Custody Acct For the Exclusive Benefit of Customers 2801 Market Street Saint Louis, MO 63103-2523 | I | 28,199,610 | 5.24 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 61,826,789 | 28.91 | % | |||||||||||
UBS WM USA 000 11011 6100 Omni Account M/F Attn: Department Manager 1000 Harbor Blvd., 5th Floor Weehawken, NJ 07086-6761 | N | 47,303,479 | 22.12 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 30,330,354 | 14.18 | % | |||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | N | 11,013,508 | 5.15 | % | |||||||||||
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| TCW Value Opportunities Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Mac & Co Cust FBO WBHF7000352 Attn: Mutual Fund Operations P.O. Box 3198 Pittsburgh, PA 15230-3198 | I | 684,374 | 14.13 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | I | 534,082 | 11.03 | % | |||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | I | 511,322 | 10.56 | % | |||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | I | 486,659 | 10.05 | % | |||||||||||
Diane E. Jaffee c/o Trust Company of the West 865 S. Figueroa Street Los Angeles, CA 90017 | I | 422,005 | 8.72 | % | |||||||||||
Wells Fargo Advisors Special Custody Acct For the Exclusive Benefit of Customers 2801 Market Street Saint Louis, MO 63103-2523 | I | 269,289 | 5.56 | % | |||||||||||
Morgan Stanley Smith Barney Harborside Financial Center Plaza 2 3rd Floor Jersey City, NJ 07311 | N | 482,214 | 29.38 | % | |||||||||||
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| TCW Value Opportunities Fund | |||||||||||||||
Shares Beneficially Owned | |||||||||||||||
Name and Address of Beneficial Owner | Class | Number | Percent of Class | ||||||||||||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Funds Dept 101 Montgomery Street San Francisco, CA 94104-4151 | N | 359,901 | 21.93 | % | |||||||||||
National Financial Services Corp For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept, 5th Floor 200 Liberty Street # Financial New York, NY 10281-1003 | N | 162,760 | 9.92 | % | |||||||||||
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APPENDIX B
TCW FUNDS, INC.
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
THIS AGREEMENT (this “Agreement”) is made as of , 2013 by and between TCW FUNDS, INC., a Maryland corporation (the “Company”), and TCW INVESTMENT MANAGEMENT COMPANY, a California corporation (the “Adviser”).
WHEREAS, the Company is engaged in business as an open-end management investment company and is registered public accounting firmas such under the Investment Company Act of 1940, as amended (“1940 Act”);
WHEREAS, the Adviser is engaged in the business of providing investment advice and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;
WHEREAS, the Company wishes to retain the Adviser to render investment advisory and management services;
WHEREAS, the Adviser is willing to perform such services; and
WHEREAS, this Agreement replaces a prior investment management agreement that terminated because of a change of control of the Adviser.
NOW, THEREFORE, the Company and the Adviser agree as follows:
1. Appointment.
(a) The Company hereby employs the Adviser to provide investment advisory and management services for each of the portfolios of the Company specified in Schedule A, as such Schedule A may be amended from time to time (each, individually, a “Fund” and, collectively, the “Funds”). This engagement is for its current fiscal year. Deloitte is responsiblethe period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment and agrees to render the services and to assume the obligations set forth in this Agreement, for auditing the annual financial statements ofcompensation provided below.
(b) If the Funds. Representatives of Deloitte are not expected to be present atCompany establishes one or more portfolios other than the Special Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.
Deloitte,Funds listed in accordance with Independence Standards Board Standard No. 1 (“ISB No. 1”), has confirmed to the Audit Committee that Deloitte is an independent auditorSchedule A with respect to which it desires to retain the Company. Certain information concerningAdviser to act as investment adviser hereunder, it shall notify the Advis.er in writing. If the Adviser is willing to render such services, it shall notify the Company in writing, whereupon such portfolio shall become a Fund under this Agreement and Schedule A shall be amended accordingly. The compensation payable by such new portfolio to the Adviser shall be agreed to in writing at the time.
B-1
(c) The Adviser, subject to the prior approval of the Company’s Board of Directors, may from time to time employ or associate itself with such person or persons as the Adviser may believe to be particularly fitted to assist it in the performance of this Agreement, provided, however, that the compensation of such person or persons shall be paid by the Adviser and that the Adviser shall be as fully responsible to the Company for the acts and omissions of any sub-adviser as it is for its own acts and omissions.
2. Advisory and Management Services. The Adviser, subject to the direction and supervision of the Company’s Board of Directors and in conformity with applicable laws, the Company’s Articles of Incorporation, Bylaws, Registration Statement, Prospectus and stated investment objectives, policies and restrictions, shall:
(a) Manage the investment of each Fund’s assets including, by way of illustration, the evaluation of pertinent economic, statistical, financial and other data, the determination of the industries and companies to be represented in that Fund’s portfolio, the formulation and implementation of the Fund’s investment program, and the determination from time to time of the securities and other investments to be purchased, retained or sold by the Fund;
(b) Place orders for the purchase or sale of portfolio securities for each Fund’s account with broker-dealers selected by the Adviser;
(c) Administer the day to day operations of each Fund;
(d) Furnish to the Company office space at such place as may be agreed upon from time to time, and all office facilities, business equipment, supplies, utilities and telephone services necessary for managing the affairs and investments and keeping those accounts and records of the Company and the Funds that are not maintained by the Company’s transfer agent, custodian, accounting or subaccounting agent, and arrange for officers or employees of the Adviser to serve, without compensation from the Company, as officers, directors or employees of the Company, if desired and reasonably required by the Company; and
(e) Pay such expenses as are incurred by it in connection with providing the foregoing services, except as provided in Section 3 below.
3. Company Expenses. The Company assumes and shall pay or cause to be paid all expenses of the Company and the Funds, including, without limitation: (a) all costs and expenses incident to the public offering of securities of the Company, including those. relating to the registration of its securities under the Securities Act of 1933, as amended, and any filings required under state securities laws and any fees payable in connection therewith; (b) the charges and expenses of any custodian appointed by the Company for the safekeeping of the cash, portfolio securities and other property of the
B-2
Funds; (c) the charges and expenses of independent accountants; (d) the charges and expenses of stock transfer and dividend disbursing agent or agents and registrar or registrars appointed by the Company; (e) the charges and expenses of any accounting or subaccounting agent appointed by the Company to provide accounting services to the Funds; (f) brokerage commissions, dealer spreads, and other costs incurred in connection with proposed or consummated portfolio securities transactions; (g) all faxes, including securities issuance and transfer taxes, and corporate fees payable by the Company to federal, state, local or other governmental agencies; (h) the cost and expense of printing and issuing certificates representing securities of the Company; (i) fees involved in registering and maintaining registrations of the Company under the 1940 Act; (j) all expenses of shareholders’ and directors’ meetings, and of preparing, printing and mailing proxy statements and reports to shareholders; (k) fees and expenses of directors of the Company who are not officers or employees of the Adviser; (1) all fees and expenses incident to the Company’s dividend reinvestment plan; (m) charges and expenses of legal counsel to the independent directors and to the Company; (n) trade association dues; (o) interest payable on Company borrowings; (p) any shareholder relations expense; (q) premiums for a fidelity bond and any errors and omissions insurance maintained •by the Company; and (r) any other ordinary or extraordinary expenses incurred by the Company or the Funds in the course of their business.
4. Compensation. As compensation for the services performed with respect to each Fund, the Company shall pay the Adviser as soon as practicable after the last day of each month a fee for such month computed at an annual rate specified in Schedule A, as may be amended from time to time.
For the purpose of calculating such fee, the net asset value for a month shall be the average of the net asset values as determined for each business day of the month. If this Agreement becomes effective after the first day of a month, or terminates before the last day of a month, the compensation provided shall be prorated.
The Company shall also reimburse the Adviser for the organizational expenses incurred by the Adviser on behalf of each Fund or class thereof.
Such organizational expenses shall be amortized by the Company over five years.
5. Services Not Exclusive. Nothing contained in this Agreement shall prevent the Adviser or any affiliated person of the Adviser from acting as investment adviser or manager for any other person, firm or corporation (including any other investment company), whether or not the investment objectives or policies of any such other person, firm or corporation are similar to those of a Fund, and shall not in any way bind or restrict the Adviser or any such affiliated person from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any such affiliated person may be acting. While information and recommendations supplied to each Fund shall, in the Adviser’s judgment, be appropriate under the circumstances and in light of the investment objectives and
B-3
policies of the Fund, they may be different from the information and recommendations supplied by the Adviser or its affiliates to other investment companies, funds and advisory accounts. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given by the Adviser to any other investment company, fund or advisory account.
6. Portfolio Transactions and Brokerage. In placing portfolio transactions and selecting brokers or dealers, the Adviser shall endeavor to obtain on behalf of the Company and the Funds the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider the “brokerage and research services” provided to the Company, the Funds and/or other accounts over which the Adviser or an affiliate of the Adviser exercises investment discretion. The Adviser is authorized to pay a broker or dealer which provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by Deloittesuch broker or dealer viewed in terms of that particular transaction or in terms of the overall responsibilities of the Adviser to the Company and to the AdvisorFunds.
7. Books and its affiliatesRecords. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Adviser agrees that all records that it maintains for the most recent fiscal yearCompany are the property of the Company is provided below. For purposes of the following information, the Advisor and any entity controlling, controlled by or under common control with the Advisor that provides ongoing servicesfurther agrees to surrender promptly to the Company are referredany of such records upon the Company’s request. The Adviser further agrees to as “Service Affiliates.”preserve for the periods prescribed by Rule 3la-2 under the 1940 Act the records required to be maintained by Rule 3la-l under the 1940 Act.
Audit Fees. The aggregate fees billed for each8. Limitation of Liability. Neither the Adviser, nor any director, officer, agent or employee of the last two fiscal yearsAdviser, shall be liable or responsible to the Company (the “Reporting Periods”)or any of its shareholders for professional services renderedany 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 Deloittesuch 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. The Adviser shall be indemnified by the audit and reviewCompany as an agent of the Company in accordance with the terms of Article Eighth, Section (9) of the Company’s annual financial statements,Articles of Incorporation.
9. Nature of Relationship. The Company and the Adviser are not partners or services thatjoint venturers with each other and nothing herein shall be construed so as to make them
B-4
such partners or joint venturers or impose any liability as such on either of them. The Adviser is an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Company.
10. Duration and Termination. This Agreement shall become effective upon its execution and shall continue in effect until two years from the date hereof, provided it is approved by the vote of a “majority of the outstanding voting securities” of the Company. Thereafter, this Agreement shall continue in effect from year to year, provided its continuance is specifically approved at least annually (a) by vote of a “majority of the outstanding voting securities” of the Company or by vote of the Board of Directors of the Company, and (b) by vote of a majority of the Directors of the Company who are normally providednot parties to this Agreement or “interested persons” of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Company (either by Deloittevote of its Board of Directors or by vote of a “majority of the outstanding voting securities” of the Company) may, at any time and without payment of any penalty, terminate this Agreement upon sixty days’ written notice to the Adviser. This Agreement shall automatically and immediately terminate in connectionthe event of its “assignment.” The Adviser may terminate this Agreement without payment of any penalty on sixty days’ written notice to the Company.
11. Definitions. For the purposes of this Agreement, the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have their respective meanings defined in the 1940 Act and the Rules and Regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission, or such interpretive positions as may be taken by the Commission or its staff under said Act, and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the Rules and Regulations thereunder.
12. Notices. Any notice under this Agreement shall be given in writing, addressed and delivered to the party to this Agreement entitled to receive such notice at such address as such party may designate in writing.
13. Applicable Law. This Agreement shall be construed in accordance with the statutorylaws of the State of California and regulatory filingsthe applicable provisions of the 1940 Act. To the extent applicable law of the State of California, or engagements forany of the Reporting Periods, were as follows:
Fiscal Year Ended | Audit Fees | ||
10/31/09 | $ | 462,100 | |
10/31/08 | $ | 484,650 | |
Audit-Related Fees. The aggregate fees billed inprovisions herein conflict with applicable provisions of the Reporting Periods for assurance and related services by Deloitte to1940 Act, the Company that are reasonablylatter shall control.
16
related toIN WITNESS WHEREOF, the performanceparties hereto have executed and delivered this agreement as of the audit or review of the Company’s financial statementsday and are not reported under paragraph (1)year first above were as follows:written in Los Angeles, California.
| TCW FUNDS, INC. | ||
| By: | ||
| By: | ||
| ||
| Secretary |
COMPANY | ||
| By: | ||
| ||
| By: | ||
Tax Fees. The aggregate fees billed to the Company in the Reporting Periods for professional services rendered by Deloitte for tax compliance, tax advice and tax planning (“Tax Services”) were as follows:
Fiscal Year Ended | Tax Fees | ||
10/31/09 | $ | 80,000 | |
10/31/08 | $ | 80,000 | |
All Other Fees. The aggregate fees billed to the Company in the Reporting Periods for products and services provided by Deloitte, other than the services reported in paragraphs (1) through (3) above, were as follows:
| ||
| ||
|
The aggregate non-audit fees billed by Deloitte for services rendered to the Service Affiliates for the last two fiscal years of the Company were $0 in 2008 and $2,629 in 2009, respectively.
The Company’s Audit Committee has considered whether the provision of non-audit services that were rendered to the Company’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Company that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Pursuant to the Company’s Audit Committee Charter, the Audit Committee has adopted pre-approval policies and procedures to govern the pre-approval of (i) all audit services and permissible non-audit services to be provided to the Company by its independent accountant, and (ii) all permissible non-audit services to be provided by such independent accountant to any Service Affiliates if the engagement directly relates to the Company’s operations and financial reporting.
In accordance with the Company’s policies, the Audit Committee is responsible for the engagement of the independent accountant to certify the Company’s financial statements for each fiscal year. With respect to the pre-approval of non-audit services provided by the Company and its Service Affiliates, the policies provide that the Committee may pre-approve such services on a project-by-project basis as they arise.
17
The policies also permit the Committee to delegate authority to the Audit Committee Chairman (the “Designated Member”) to pre-approve any proposed non-audit services that have not been previously approved by the Committee, subject to certain conditions. Any action by the Designated Member in approving a requested non-audit service must be presented to the Audit Committee not later than at its next scheduled meeting. If the Designated Member does not approve the independent auditor’s provision of a requested non-audit service, the matter may be presented to the full Committee for its consideration and action.
Shareholder Reports
A copy of the Company’s most recent Annual Report is available without charge upon request by writing the Company at 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017 or telephoning it at 1-800- FUND-TCW.
Beneficial Share Ownership of Directors and Officers
As of the record date, June 30, 2010, the Directors and officers of the Company, as a group, beneficially owned less than 1% of the outstanding shares of each class of the Company.
Beneficial Share Ownership of Shareholders
As of the record date, June 30, 2010, the shareholders with respect to each Fund known by that Fund to beneficially own 5% or more of the outstanding interest of a class of that Fund are identified at Appendix C.
By Order of the Board of Directors
PHILIP K. HOLL
Secretary
July 8, 2010
Please complete, date and sign the enclosed proxy and return it promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the United States. In addition to voting by mail you may also vote by telephone by calling the toll-free number that appears on the enclosed proxy card materials.
A copy of the Fund’s annual report for the year ended December 31, 2009 and a copy of the Fund’s most recent semi-annual report once published are available without charge upon request by writing the Fund at 865 South Figueroa Street, Los Angeles, California 90017 or telephoning it at 1-877-829-4768.
18
APPENDIX A
TCW FUNDS, INC.
DIRECTORS NOMINATING AND QUALIFICATIONS CHARTER
Nominating Committee Membership and Other Qualifications
No member of the Nominating Committee (the “Committee”) shall be an “interested person” of TCW Funds, Inc. (the “Fund”) as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”). The President and other officers of the Fund, and interested directors, although not members of the Committee, may recommend candidates and recruit them for the Board of Directors (the “Board”) and for executive offices of the Fund. However, the Committee retains the exclusive authority to nominate independent director candidates.
The members of the Committee shall be elected by the Board annually and shall serve until their successors shall be duly elected and qualified.
Purpose of the Committee
The purpose of the Committee is to (i) assist the Board by identifying individuals qualified to become Board members or executive officers and to recommend to the Board the director and/or executive officer nominees and (ii) recommend to the Board director compensation.
Duties of the Committee
1. The Committee shall make nominations for directors and officers of the Fund and submit such nominations to the full Board. In the event of any vacancies on or additions to the Board, the Committee shall oversee the process for identification, evaluation and nomination of potential candidates to serve on the Board. The Committee shall evaluate candidates’ qualifications for such positions and, in the case of candidates for independent director positions, their independence from the Fund’s investment adviser and other principal service providers. Persons selected as independent directors must not be “interested persons” of the Fund as that term is defined in the 1940 Act. The Committee may seek suggestions for independent Board member nominees from any person. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence,e.g. business, financial or family relationships with the investment adviser. In determining nominees’ qualifications for Board membership, the Committee shall consider the factors set forth in this paragraph 1 and in paragraph 2 below, and, with respect to nominees presented by a shareholder, paragraph 3 below, and may consider such other factors as it may determine to be relevant to fulfilling the role of being a member of the Board. The Committee may consider the candidate’s potential contribution in terms of experience and background to the operation of the
A-1
Board and its committees; the candidate’s other commitments and the impact such commitments may have to his/her service to the Fund; whether the independent Board member could qualify as an “audit committee financial expert” and any such factors as it may deem relevant. The Committee may also consider the views of the Fund’s investment adviser (or affiliates of the investment adviser).
2. To qualify as a nominee for the Board, individuals, at the time of nomination, should have: (a) substantial expertise, work experience or relationships that would contribute to the overall effectiveness of the Board, including in overseeing the Funds and protecting the interests of the Funds’ shareholders; and (b) a degree from an accredited university or college in the United States or the equivalent degree from an equivalent institution of higher learning in another country or a certification as a public accountant. Nominees must satisfy all qualifications, if any, provided in the Fund’s organizational documents, and shall also have no felony convictions or felony or misdemeanor convictions involving the purchase or sale of a security. No person shall be qualified to be a Board member unless the Committee, in consultation with counsel to the independent Board members, has determined that such person, if elected as a Board member, would not cause the applicable Fund to be in violation of or not in compliance with (a) applicable law, regulation or regulatory interpretation, (b) the applicable Fund’s organizational documents, or (c) any general policy adopted by the Board regarding either the retirement age of any Board member or the percentage of the Board that would be comprised of independent Board members.
3. Shareholders may submit for the Committee’s consideration recommendations regarding potential independent Board member nominees. Each eligible shareholder or shareholder group may submit no more than one independent Board member nominee each calendar year.
(a) In order for the Committee to consider shareholder submissions, the following requirements must be satisfied regarding the nominee:
(i) The nominee must satisfy all qualifications provided herein and in the Fund’s organizational documents, including qualification as a possible independent Board member.
(ii) The nominee may not be the nominating shareholder, a member of the nominating shareholder group or a member of the immediate family of the nominating shareholder or any member of the nominating shareholder group.1
(iii) Neither the nominee nor any member of the nominee’s immediate family may be currently employed or employed within the last year by any nominating shareholder entity or entity in a nominating shareholder group.
A-2
(iv) Neither the nominee nor any immediate family member of the nominee is permitted to have accepted directly or indirectly, during the year of the election for which the nominee’s name was submitted, during the immediately preceding calendar year, or during the year when the nominee’s name was submitted, any consulting, advisory, or other compensatory fee from the nominating shareholder or any member of a nominating shareholder group.
(v) The nominee may not be an executive officer, director (or person fulfilling similar functions) of the nominating shareholder or any member of the nominating shareholder group, or of an affiliate of the nominating shareholder or any such member of the nominating shareholder group.
(vi) The nominee may not control the nominating shareholder or any member of the nominating shareholder group (or, in the case of a holder or member that is a fund, an interested person of such holder or member as defined by Section 2(a)(19) of the 1940 Act).
(vii) A shareholder or shareholder group may not submit for consideration a nominee which has previously been considered by the Committee.
(b) In order for the Committee to consider shareholder submissions, the following requirements must be satisfied regarding the shareholder or shareholder group submitting the proposed nominee:
(i) Any shareholder or shareholder group submitting a proposed nominee must beneficially own, either individually or in the aggregate, more than 5% of the Fund’s securities that are eligible to vote both at the time of submission of the nominee and at the time of the Board member election. Each of the securities used for purposes of calculating this ownership must have been held continuously for at least two years as of the date of the nomination. In addition, such securities must continue to be held through the date of the meeting. The nominating shareholder or shareholder group must also bear the economic risk of the investment and the securities used for purposes of calculating the ownership cannot be held “short.”
(ii) The nominating shareholder or shareholder group must not qualify as an adverse holder. In other words, if such shareholder were required to report beneficial ownership of its securities, its report would be filed on Securities Exchange Act Schedule 13G instead of Schedule 13D in reliance on Securities Exchange Act Rule 13d-1(b) or (c).
(c) Shareholders or shareholder groups submitting proposed nominees must substantiate compliance with the above requirements at the time of submitting their proposed nominee as part of their written submission to the attention of the Fund’s Secretary, which must include:
(i) the shareholder’s contact information;
A-3
(ii) the nominee’s contact information and the number of Fund shares owned by the proposed nominee;
(iii) all information regarding the nominee that would be required to be disclosed in solicitations of proxies for elections of directors required by Regulation 14A of the Securities Exchange Act; and
(iv) a notarized letter executed by the nominee, stating his or her intention to serve as a nominee and be named in the Fund’s proxy statement, if so designated by the Committee and the Fund’s Board.
It shall be in the Committee’s sole discretion whether to seek corrections of a deficient submission or to exclude a nominee from consideration.
4. The Committee shall evaluate the participation and contribution of each director coming to the end of his or her term before deciding whether to recommend reelection. The Committee may seek the views of other directors to assist them in this evaluation.
5. The Committee shall periodically review as it deems necessary the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board.
6. The Committee shall periodically review as it deems necessary director compensation and shall recommend any appropriate changes to the Board as a group.
7. The Committee shall periodically review as it deems necessary issues related to the succession of officers of the Fund, including the Chairman of the Board.
8. The Committee shall make nominations for membership on all committees of the Board and submit such nominations to the full Board, and shall review committee assignments as necessary.
9. The Committee shall review as it deems necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees, and whether committees should be combined or reorganized. The Committee shall consult with, and receive recommendations in connection with the foregoing from the Board and Fund management, and shall make recommendations for any such action to the full Board.
Operations of the Committee
1. The Committee shall meet at least annually, and is authorized to hold special meetings as circumstances warrant.
A-4
2. The Committee shall ordinarily meet in person; however, members may attend telephonically or by video conference, and the Committee may act by written consent, to the extent permitted by law and by the Fund’s by-laws.
3. The Committee shall prepare and retain minutes of its meetings and appropriate documentation of decisions made outside of meetings by delegated authority.
4. The Committee may select one of its members to be the chair.
5. A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee.
6. Upon the recommendation of the Committee, the Board shall adopt and approve this Charter and may amend it and may approve exceptions to the Charter from time to time. The Committee shall review this Charter at least annually and recommend to the Board any changes the Committee deems appropriate or necessary.
7. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to utilize Fund counsel and to retain experts or other persons with specific competence at the expense of the Fund. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention items.
September 15, 2009
A-5
APPENDIX B
| ||||
| SCHEDULE A Annual Fee Rate (expressed as a percentage of net assets) | ||||
TCW Concentrated Value Fund | ||||
| 0.65 | % | |||
TCW Dividend Focused Fund | ||||
| 0.75 | % | |||
TCW Growth Fund | ||||
| 0.75 | % | |||
TCW Growth Equities Fund | ||||
| ||||
| % | ||||
TCW Relative Value Large Cap Fund | ||||
| ||||
| % | ||||
TCW Select Equities Fund | ||||
| 0.75 | % | |||
TCW Small Cap Growth Fund | 1.00 | % | ||
TCW SMID Cap Growth Fund | 1.00 | % | ||
TCW Value Opportunities Fund | ||||
| 0.80 | % | |||
TCW | ||||
| 0.75 | % | |||
TCW Core Fixed Income Fund | 0.40 | % | ||
TCW Emerging Markets Income Fund | 0.75 | % | ||
TCW Emerging Markets Local Currency Income Fund | 0.75 | % | ||
TCW High Yield Bond Fund | ||||
| 0.75 | % | |||
TCW Short Term Bond Fund | ||||
| 0.50 | % | |||
TCW Total Return Bond Fund | ||||
| 0.50 | % | |||
TCW | ||||
| 0.50 | % | |||
TCW | ||||
| 0.55 | % | |||
TCW Global Conservative Allocation Fund | ||||
| 0.00 | % | |||
TCW Global Moderate Allocation Fund | ||||
| 0.00 | % | |||
TCW | 0.00 | % | ||
B-1
APPENDIX C
TCW Balanced Fund
Class I
Raymond James & Associates Custodian
Frank Henderson IRA
1775 Chadwick Rd.
Englewood, CO 34223
US Bank NA Custodian
Michael Soles IRA
247 Carondelet St.
Los Angeles, CA 90057
Class N
TCW Capital Investment Corporation
865 S. Figueroa Street
Los Angeles, CA 90017
TCW Concentrated Value Fund
Class I
Bost & Company
P.O. Box 3198
Pittsburg, PA 15230
Mann Family Trust
c/o Trust Company of the West
865 S. Figueroa Street
Los Angeles, CA 90017
Parker Trust
P.O. Box 8028
Naples, FL 34101
Class N
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
TCW Dividend Focused Fund
Class I
IBEW Pension Trust
5735 Elizabeth Ave.
St. Louis, MO 63110
Class N
None
C-1
TCW Growth Fund
Class I
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
Class N
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
TCW Growth Equities Fund
Class I
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
Tifhat LP
221 E. Walnut St.
Pasadena, CA 91101
Class N
None
TCW Large Cap Growth Fund
Class I
Jana Hackett Trust
c/o Trust Company of the West
865 S. Figueroa Street
Los Angeles, CA 90017
Mann Family Trust
c/o Trust Company of the West
865 S. Figueroa Street
Los Angeles, CA 90017
Norman Friedmann Trust
c/o Trust Company of the West
865 S. Figueroa Street
Los Angeles, CA 90017
TCW Moderate Allocation Fund
c/o Trust Company of the West
865 S. Figueroa Street
Los Angeles, CA 90017
C-2
Class N
Trust Company of the West
Deferred Compensation Plan
865 S. Figueroa Street
Los Angeles, CA 90017
TCW Relative Value Large Cap Fund
None
TCW Relative Value Small Cap Fund
Class I
Diane E. Jaffee
c/o Trust Company of the West
1251 Avenue of the Americas
New York, NY 10020
Class N
None
TCW Select Equities Fund
None
TCW Small Cap Growth Fund
None
TCW Value Opportunities Fund
Class I
Mac & Co FBO
Colgate Palmolive
P.O. Box 3198
Pittsburgh, PA 15230
Bost & Company
P.O. Box 3198
Pittsburg, PA 15230
Class N
None
C-3
TCW Money Market Fund
Class I
Orchard Trust Company LLC FBO
Putnam Investments
8515 E. Orchard Rd.
Greenwood Village, CO 80111
Childrens Hospital of Los Angeles
P.O. Box 27980
Los Angeles, CA 90027
Bost & Company
P.O. Box 3198
Pittsburg, PA 15230
TCW Core Fixed Income Fund
Class I
National Fuel Gas Company Retirement Plan
6363 Main St.
Williamsville, NY 14221
Class N
None
TCW High Yield Bond Fund
Class I
City of Tallahassee
City Hall
300 S. Adams St.
Tallahassee, FL 32301
Class N
None
TCW Short Term Bond Fund
Class I
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
TCW Total Return Bond Fund
Class N
None
C-4
TCW Emerging Markets Equities Fund
Class I
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
Class N
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
TCW Emerging Markets Income Fund
None
TCW Conservative Allocation
Class I
Gilmore Foundation
6301 W. 3rd St.
Los Angeles, CA 90036
Blackman McClure Trust
c/o Trust Company of the West
865 S. Figueroa Street
Los Angeles, CA 90017
Phyllis Casano
c/o Trust Company of the West
865 S. Figueroa Street
Los Angeles, CA 90017
Class N
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
TCW Moderate Allocation Fund
Class I
Donohue Charitable Trust
c/o Trust Company of the West
865 S. Figueroa Street
Los Angeles, CA 90017
C-5
Shannon Family Foundation
c/o Trust Company of the West
865 S. Figueroa Street
Los Angeles, CA 90017
Mellon Bank Custodian
Linda Severy IRA
3371 Graves Mill Rd.
Madison, VA 22727
Class N
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
TCW Aggressive Allocation Fund
Class I
Hugh O’Brian Youth Leadership
32155 Cedar Valley Drive
Westlake Village, CA 91362
Class N
Société Générale Asset Management SA
170 Place Henri Regnault
92043 Paris La Defense, France
C-6
TCW
PROXY CARD
TCW FUNDS, INC.
865 South Figueroa Street
Los Angeles, California 90017
TCWMERGE FUND NAME
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 17, 2010– NOVEMBER 28, 2012
This proxy card is solicited on behalf of the Board of Directors of TCW Funds, Inc. (the “Corporation”) for the Special Meeting of Shareholders to be held on November 28, 2012.
The undersigned hereby appoint(s) Philip K. Holl,David DeVito and Charles W. Baldiswieler and George N. Winn or any one or more of them, proxies, with full power of substitution, to vote all shares of the TCW mentioned aboveabove-mentioned fund, a series of the Corporation (the “Fund”) which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at the JW MarriottThe LA Hotel 900 West Olympic Blvd.,Downtown, 333 South Figueroa Street, Los Angeles, California 9001590071 on Tuesday, August 17, 2010Wednesday, November 28, 2012 at 9:30 a.m., localPacific time, and at any adjournment thereof.
When properly executed, this proxy will be voted as indicated on the reverse side or “FOR” the Proposal if no choice is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Meeting. Receipt of Notice of Special Meeting and Proxy Statement is hereby acknowledged.
[ADDRESS LINE 1]
[ADDRESS LINE 2]
[ADDRESS LINE 3]
[ADDRESS LINE 4]
[ADDRESS LINE 5]
[ADDRESS LINE 6]
[ADDRESS LINE 7]
Note:NOTE: Please sign this proxy exactly as your name appears here on. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or names appear hereon. Each joint owner should sign. Trustees and other fiduciaries should indicate the capacity in which they sign. If a corporation, partnership or other entity, this signature should be that of a duly authorized individual who should state his or her title.guardian. Please give full title as such.
Signature Date
Signature (if held jointly)of Joint Shareholder Date
Title if a corporation, partnership or other entity
FOLD HERE - PLEASE DO NOT TEAR
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED BELOW.
Three simple methods to vote your proxy:
1. Internet:INTERNET Log on to www.myproxyonline.com.www.proxyonline.us. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number and check digit found in the box aton the right at the time you execute your vote.
2. Touchtone
Phone:TOUCHTONE PHONE Simply dial toll-free XXXXXXXXXXX1-888-227-9349 and follow the automated instructions. Please have this proxy card available at the time of the call.
3. Mail:MAIL Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided. Control Number:
11111111111111CONTROL NUMBER
123456789123
If you would like another copy of the proxy material, they arematerials, it is available at www.proxyonline.com.www.proxyonline.us. You will need your control number above to log in.
TAGID: “TAG ID”IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY. EVERY SHAREHOLDER’S VOTE IS IMPORTANT.
TAG ID: BAR CODE CUSIP: “CUSIP”
TCW064103.1
MERGE FUND NAME PROXY CARD
TCW FUNDS, INC.QUESTIONS ABOUT THIS PROXY? Should you have any questions about the proxy materials or regarding how to vote your shares, please contact our proxy information line toll-free at 1-866-416-0551. Representatives are available Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time. We have retained AST Fund Solutions to assist our shareholders in the voting process. If we have not received your proxy card or vote as the date of the Special Meeting approaches, representatives from AST Fund Solutions may call you to remind you to exercise your vote.
865 South Figueroa Street
Los Angeles, California 90017
TCW FUND
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 17, 2010
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.The Board recommends that you vote in favor of the proposal in the Proxy Statement.
TO VOTE, MARK ONE BOX IN BLUE OR BLACK INK. Example: X
PROPOSAL:
FOR AGAINST ABSTAIN
1. Election of Directors:To approve a new investment advisory and management agreement between the Corporation and TCW Investment Management Company, the Fund’s current investment adviser.
NOMINEES:2. To transact such other business as may properly come before the Meeting or any adjournments thereof.
(01) Charles W. Baldiswieler (05) John A. Gavin (09) Peter McMillanYOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
(02) Samuel P. Bell (06) Patrick C. Haden (10) Charles A. ParkerPLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
(03) Richard W. Call (07) Janet E. Kerr (11) Marc I. Stern
(04) Matthew K. Fong (08) Thomas E. Larkin
FOR ALL (NOMINEES) WITHHOLD FROM ALL (NOMINEES)
*EXCEPTIONS (see instructions below)
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “Exceptions” box and write that nominee’s number in the space provided below. Nominees that are not listed below will receive a vote FOR.
Exceptions:
YOU CANOR VOTE ON THE INTERNET, BY TELEPHONEPHONE OR BY MAIL.INTERNET.
PLEASE SEE THE REVERSE SIDE FOR INSTRUCTIONS.
YOUR VOTE IS IMPORTANT.
WE URGE YOU TO VOTE PROMPTLY.
“Scanner Bar Code”
TAG ID: BAR CODE CUSIP: 123456789