Proxy Vote Underway

October 15, 2012

Information for the upcoming TCW Funds, TCW Strategic Income Fund, Inc. (TSI), and MetWest Funds shareholder meetings and proxy votes can be found here.

Why Are We Conducting a Proxy Campaign?
This past August, The TCW Group’s (TCW) majority owner, Société Générale, S.A., signed a definitive agreement to sell a majority interest in TCW to investment funds affiliated with The Carlyle Group L.P. (Carlyle Funds), in partnership with TCW management. As a result of this transaction, TCW management and employees will increase their ownership in TCW from 17% up to approximately 40% on a fully diluted basis, with the Carlyle Funds owning the balance. The sale is subject to customary closing conditions and is expected to be completed  in the first quarter of 2013.

Impact on Fund Shareholders
Under the Investment Company Act of 1940, this “change of control” of The TCW Group requires the execution of new advisory agreements with TCW Investment Management Company (TIMCO) and Metropolitan West Asset Management, LLC (MetWest) to continue the investment oversight of their respective funds. As a result...

...Shareholder Votes Are Solicited
Shareholders of record on September 28, 2012 for TCW Funds and MetWest Funds,  and October 1, 2012 for TCW Strategic Income Fund, Inc. (TSI), are being asked to vote on the new agreements for their respective funds. The proxy mailings will commence on or around October 15, 2012. Shareholders may cast their votes by marking, signing, dating and returning the proxy ballot in the postage-paid envelope or they may make their elections by telephone or the Internet by following the instructions on the ballot.

Impact on Our Clients
Because the Investment Company Act requires majority approval for each Fund under the existing advisory agreements, it is important that shareholders vote each and every proxy received. To facilitate sufficient response to meet the majority requirement, on or about October 22, 2012, a phone solicitation campaign will begin, asking shareholders to vote and to offer assistance with the voting process.

Shareholder Meeting
The proxy votes will be reported at the Special Meetings of Shareholders scheduled for November 28, 2012 at the LA Hotel Downtown located at 333 S. Figueroa Street, Los Angeles, California 90071 for the TCW Funds and TSI and at BNY Mellon Investment Servicing (US) Inc., at 760 Moore Road, King of Prussia, Pennsylvania 19406 for the MetWest Funds.

Shareholder Voting Options
Refer to your proxy card for details on your voting options. If you have questions about voting your proxy, please call 1-866-416-0551 for assistance.

You will need the control number found on your proxy card when placing your vote. Shareholders may vote in any of the following ways:

  • By internet: Go online to the website listed on your proxy card and follow the instructions.
  • By phone: Call the toll-free number listed on your proxy card.
  • By mail: Sign and return the proxy card by mail prior to the shareholder meeting.

Missing your control number?  Call 1-866-416-0551 

Proxy Solicitation 

  • TCW has engaged the services of a professional proxy solicitation and tabulation firm named AST Fund Solutions to tabulate the votes received for each fund. In addition AST Fund Solutions may be instructed to contact unvoted holders in order to maximize participation and ensure that each fund receives the required votes to hold the meeting and approve each investment advisory contract.