MetWest Summary of Proxy Voting Guidelines and Procedures

PROXY VOTING POLICIES

For a copy of the full Proxy Voting Guidelines and Procedures document, please email metwestclientservices@tcw.com

The Board of the MetFunds has adopted a joint Proxy and Corporate Action Voting Policy and Overview of Procedures (the “Policy”) with Metropolitan West Asset Management, LLC, the Funds’ adviser (the “Adviser”). The Policy delegates the responsibility for voting proxies relating to the Funds to the Adviser, subject to the Board’s continuing oversight. The Policy requires that the Adviser vote proxies received in a manner consistent with the best interests of each Fund and its shareholders. The Policy also requires the Adviser to present to the Board, at least annually, a record of each proxy voted by the Adviser on behalf of the Funds.
The Policy underscores the Adviser’s concern that all proxy voting decisions be made in the best interests of the Funds and that the Adviser will act in a prudent and diligent manner intended to enhance the economic value of the assets of the Funds.
Certain of the proxy voting guidelines in the Policy are summarized below: 

  • The Adviser votes for the election of uncontested directors recommended by management. 
  • The Adviser votes against management proposals to adopt a poison pill or to permit the payment of greenmail. 
  • The Adviser votes against management proposals to eliminate or limit the ability of shareholders to call special meetings. 
  • The Adviser votes for the election of auditors recommended by management unless management is seeking to replace the current auditors in a dispute over policies.
  • The Adviser votes against proposals to require super-majority votes or to stagger board members’ terms. 
  • The Adviser votes against proposals requesting excessive increases in authorized common or preferred shares where management provides insufficient explanation for such action. 
  • The Adviser will consider proposals regarding stock option plans on a case-by-case basis.

Although many proxy proposals can be voted in accordance with the Policy, some proposals will require special consideration or will require that the Adviser make a decision on a case-by-case basis. If the Adviser determines that the costs of voting on a proposal outweigh the expected benefits, the Adviser may abstain from voting on the proposal.

Where a proxy proposal raises a material conflict between the interests of the Adviser, the Funds’ principal underwriter, or an affiliated person of the Adviser or the principal underwriter and that of one or more Funds, the Adviser will resolve the conflict as follows: 

  • To the extent the matter is specifically covered by the Policy and the Adviser has little or no discretion to deviate from such policies with respect to the proposal in question, the Adviser shall vote in accordance with such pre-determined voting policy. 
  • To the extent the Policy includes a pre-determined voting policy for various proposals and the Adviser has discretion to deviate from such policy or there is no applicable pre-determined voting policy, the Adviser shall disclose the conflict to the Board and obtain the Board’s consent to the proposed vote prior to voting on such proposal unless directed otherwise by the Board. To enable the Board to make an informed decision regarding the vote in question, the Adviser shall disclose to the Board sufficient detail regarding the matter to be voted on and the nature of the conflict of interest. Alternatively, after receiving such disclosure, the Board may direct the Adviser to vote the proxy in accordance with the recommendation of an independent third party. If the Board does not respond to a conflict disclosure request or denies the request, or if the third party recommendation is not timely received, the Adviser will abstain from voting the securities held by the relevant Funds.


The Trust is required to file Form N-PX, with each Fund’s complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. Form N-PX for each Fund is available on this website or can be obtain without charge, upon request, by calling toll-free (800) 241-4671 and on the SEC’s website at www.sec.gov.