| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
☒ | |||
| Pre‑Effective Amendment No. |
☐ | |||
| Post-Effective Amendment No. 81 |
☒ | |||
| and | | |||
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
☒ | |||
| Amendment No. 83 |
☒ | |||
| ☐ | immediately upon filing pursuant to paragraph (b) of Rule 485 |
| ☒ | on July 29, 2025 pursuant to paragraph (b) of Rule 485 |
| ☐ | 60 days after filing pursuant to paragraph (a)(1) of Rule 485 |
| ☐ | on (date) pursuant to paragraph (a)(1) of Rule 485 |
| ☐ | 75 days after filing pursuant to paragraph (a)(2) of Rule 485 |
| ☐ | on (date) pursuant to paragraph (a)(2) of Rule 485 |
| ☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
| Peter Davidson, Esq. Vice President and Secretary 515 South Flower Street Los Angeles, CA 90071 |
David A. Hearth, Esq. Paul Hastings LLP 101 California Street, Forty-Eighth Floor San Francisco, CA 94111 |
| M Class | I Class | |||||||||
| Management Fees | ||||||||||
| Distribution (12b‑1) Fees | ||||||||||
| Other Expenses | ||||||||||
| Total Annual Fund Operating Expenses | ||||||||||
| Fee Waiver and/or Expense Reimbursement1 | ( |
( |
||||||||
| Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | ||||||||||
| 1 | Metropolitan West Asset Management, LLC (the “Adviser”) has contractually agreed to reduce advisory fees and/or reimburse expenses, including distribution expenses, to limit the Fund’s total annual operating expenses (excluding interest, taxes, brokerage commissions, short sale dividend expenses, swap interest expenses, acquired fund fees and expenses, and any expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation) to the net expenses shown in the table for the applicable class. The Adviser may recoup reduced fees and expenses only within three years of the waiver or reimbursement, provided that the recoupment does not cause the Fund’s annual expense ratio to exceed the lesser of (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contract will remain in place until |
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
| Class M | $ |
$ |
$ |
$ |
||||||||||||||||
| Class I | $ |
$ |
$ |
$ |
||||||||||||||||
| • | Debt Securities Risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| • | Market Risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| • | Junk Bond Risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade bonds. |
| • | Credit Risk: the risk that an issuer may default in the payment of principal and/or interest on a security. |
| • | Inflation Risk: the risk that the value of the Fund’s investments may not keep up with price increases from inflation. |
| • | Issuer Risk: the risk that the value of a security may decline for reasons directly related to the issuer such as management performance, financial leverage and reduced demand for the issuer’s goods or services. |
| • | Bank Loan Risk: the risk of investing in corporate loans made by commercial banks and other financial institutions or institutional investors to companies that need capital to grow or restructure, which includes interest rate risk, liquidity risk and prepayment risk. The Fund may also be subject to the credit risk of other financial institutions and the risks associated with insufficient collateral securing a bank loan, limited available public information about a bank loan and delayed settlement. In addition, bank loans may not be considered securities under U.S. federal securities laws and, as a result, investments in bank loans may have less protection as compared to investments in registered securities. |
| • | Mezzanine Securities Risk: the risk of investing in mezzanine securities, which generally are rated below investment grade or are unrated and present many of the same risks as senior loans, second lien loans and non‑investment grade bonds. Mezzanine securities present additional risks because they typically are the most subordinated debt obligation in an issuer’s capital structure and are often unsecured. Mezzanine securities are also expected to be a highly illiquid investment. |
| • | Unrated Securities Risk: the risk that unrated securities may be less liquid than comparable rated securities, and the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. |
| • | Distressed and Defaulted Securities Risk: the risk that the repayment of defaulted securities and obligations of distressed issuers is subject to significant uncertainties. |
| • | Liquidity Risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of |
| the position at an advantageous time or price. Although the Fund is normally able to sell loans within seven days, a substantial portion of the loans held by the Fund may also experience delayed settlement beyond that period, which can impair the ability of the Fund to pay redemptions or to re‑invest proceeds, or may require the Fund to borrow to meet redemptions. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Fund’s assets may change over time. |
| • | Valuation Risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| • | Price Volatility Risk: the risk that the value of the Fund’s investment portfolio will change as the prices of its investments go up or down. |
| • | Interest Rate Risk: the risk that debt securities may decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| • | Futures Contracts Risk: the risk of investing in futures contracts, which includes (1) the imperfect correlation between a futures contract and the change in market value of the underlying instrument held by the Fund; (2) a high degree of leverage because of the low collateral deposits normally involved in futures trading; (3) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (4) losses caused by unanticipated market movements, which are potentially unlimited; and (5) the inability of the Fund to execute a trade because of the maximum permissible price movements exchanges may impose on futures contracts. |
| • | Securities Selection Risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or those included in benchmarks that are representative of the same asset class because of the portfolio managers’ choice of securities. |
| • | U.S. Trade Policy Risk: There have been significant changes to United States trade policies, agreements and tariffs, and in the future there may be additional significant changes. These and any future developments, and continued |
| uncertainty surrounding trade policies, agreements and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict the access by issuers of the Fund’s portfolio securities to suppliers or customers, increase their supply-chain costs and expenses and could have material adverse effects on the Fund’s portfolio investments. |
| • | Foreign Investing Risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. In addition, the ongoing conflicts between Russia and Ukraine and among Israel, Hamas, Iran and other militant groups in the Middle East have caused and could continue to cause market disruptions in the regions and globally and thus could affect the value of the Fund’s investments. |
| • | Derivatives Risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| • | Swap Agreements Risk: the risk of investing in swaps, which, in addition to risks applicable to derivatives generally, includes: (1) the inability to assign a swap contract without the consent of the counterparty; (2) potential default of the counterparty to a swap for those not traded through a central counterparty; (3) absence of a liquid |
| secondary market for any particular swap at any time; and (4) possible inability of the Fund to close out a swap transaction at a time that otherwise would be favorable for it to do so. |
| • | Emerging Markets Risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, higher brokerage costs in certain countries; different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
| • | Cybersecurity Risk: With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| • | Portfolio Management Risk: the risk that an investment strategy may fail to produce the intended results. |
| • | Prepayment Risk: the risk that in times of declining interest rates, the Fund’s higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| • | Leverage Risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. To the extent required by applicable law or regulation, the Fund will reduce leverage risk by either segregating an equal amount of liquid assets or “covering” the transactions that introduce such risk. |
| • | Counterparty Risk: the risk that the other party to a contract, such as a derivatives contract, may not fulfill its contractual obligations. |
| (quarter ended | |||||||
| - |
(quarter ended |
| Share Class | 1 Year | 5 Years | 10 Years | Since Inception | ||||||||||||||||
| M – Before Taxes |
||||||||||||||||||||
| - After Taxes on Distributions |
||||||||||||||||||||
| - After Taxes on Distributions and Sale of Fund Shares |
||||||||||||||||||||
| I – Before Taxes |
||||||||||||||||||||
| Bloomberg U.S. Universal Bond Index |
||||||||||||||||||||
| Bloomberg U.S. Corporate High Yield Index –2% Issuer Cap |
||||||||||||||||||||
| 1 | The “Return After Taxes on Distributions and Sale of Shares” is higher than the “Return After Taxes on Distributions” because of realized losses that would have been sustained upon sale of Fund shares immediately after the relevant period. |
| Name | Experience with the Fund |
Primary Title with Investment Adviser | ||
| Jerry Cudzil |
5 Years | Group Managing Director | ||
| Steven J. Purdy |
5 Years | Group Managing Director | ||
| Brian Gelfand |
3 Years | Managing Director | ||
| M Class | I Class | |||||||||
| Management Fees | ||||||||||
| Distribution (12b‑1) Fees | ||||||||||
| Other Expenses | ||||||||||
| Total Annual Fund Operating Expenses | ||||||||||
| Fee Waiver and/or Expense Reimbursement1 | ( |
( |
||||||||
| Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | ||||||||||
| 1 | Metropolitan West Asset Management, LLC (the “Adviser”) has contractually agreed to reduce advisory fees and/or reimburse expenses, including distribution expenses, to limit the Fund’s total annual operating expenses (excluding interest, taxes, brokerage commissions, short sale dividend expenses, acquired fund fees and expenses, and any expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation) to the net expenses shown in the table for the applicable share class. The Adviser may recoup reduced fees and expenses only within three years of the waiver or reimbursement, provided that the recoupment does not cause the Fund’s annual expense ratio to exceed the lesser of (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contract will remain in place until |
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
| Class M | $ |
$ |
$ |
$ |
||||||||||||||||
| Class I | $ |
$ |
$ |
$ |
||||||||||||||||
| • | Debt Securities Risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| • | Market Risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| • | Interest Rate Risk: the risk that debt securities may decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| • | Credit Risk: the risk that an issuer may default in the payment of principal and/or interest on a security. |
| • | Inflation Risk: the risk that the value of the Fund’s investments may not keep up with price increases from inflation. |
| • | Issuer Risk: the risk that the value of a security value may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services. |
| • | Price Volatility Risk: the risk that the value of the Fund’s investment portfolio will change as the prices of its investments go up or down. |
| • | Prepayment Risk: the risk that in times of declining interest rates, the Fund’s higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| • | Extension Risk: the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter‑term securities. |
| • | Mortgage-Backed Securities Risk: the risk of investing in mortgage-backed securities, including prepayment risk and extension risk. Mortgage-backed securities react differently to changes in interest rates than other bonds, and some mortgage-backed securities are not backed by the full faith and credit of the U.S. government. |
| • | Asset-Backed Securities Risk: the risk of investing in asset-backed securities, including the risk of loss as a result of the impairment of the value of the underlying financial assets, prepayment risk and extension risk. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit |
| enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. |
| • | U.S. Trade Policy Risk: There have been significant changes to United States trade policies, agreements and tariffs, and in the future there may be additional significant changes. These and any future developments, and continued uncertainty surrounding trade policies, agreements and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict the access by issuers of the Fund’s portfolio securities to suppliers or customers, increase their supply-chain costs and expenses and could have material adverse effects on the Fund’s portfolio investments. |
| • | Frequent Trading Risk: the risk that frequent trading may lead to increased portfolio turnover and higher transaction costs, which may reduce the Fund’s performance and may cause higher levels of current tax liability to shareholders of the Fund. |
| • | Foreign Investing Risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. In addition, the ongoing conflicts between Russia and Ukraine and among Israel, Hamas, Iran and other militant groups in the Middle East have caused and could continue to cause market disruptions in the regions and globally and thus could affect the value of the Fund’s investments. |
| • | U.S. Government Securities Risk: the risk that debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. government, and as a result, investments in securities or |
| obligations issued by such entities involve credit risk greater than investments in other types of U.S. government securities. |
| • | U.S. Treasury Obligations Risk: the risk that the value of U.S. Treasury obligations may decline as a result of changes in interest rates, certain political events in the U.S., and strained relations with certain foreign countries. |
| • | Futures Contracts Risk: the risk of investing in futures contracts, which includes (1) the imperfect correlation between a futures contract and the change in market value of the underlying instrument held by the Fund; (2) a high degree of leverage because of the low collateral deposits normally involved in futures trading; (3) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (4) losses caused by unanticipated market movements, which are potentially unlimited; and (5) the inability of the Fund to execute a trade because of the maximum permissible price movements exchanges may impose on futures contracts. |
| • | Unrated Securities Risk: the risk that unrated securities may be less liquid than comparable rated securities, and the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. |
| • | Securities Selection Risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or those included in benchmarks that are representative of the same asset class because of the portfolio managers’ choice of securities. |
| • | Derivatives Risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| • | Swap Agreements Risk: the risk of investing in swaps, which, in addition to risks applicable to derivatives generally, includes: (1) the inability to assign a swap contract without the consent of the counterparty; (2) potential default of the counterparty to a swap for those not traded through a central counterparty; (3) absence of a liquid secondary market for any particular swap at any time; and (4) possible inability of the Fund to close out a swap transaction at a time that otherwise would be favorable for it to do so. |
| • | Liquidity Risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Fund’s assets may change over time. |
| • | Valuation Risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| • | Leverage Risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. If required by applicable law or regulation, the Fund will reduce leverage risk by either segregating an equal amount of liquid assets or “covering” the transactions that introduce such risk. |
| • | Emerging Markets Risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, higher brokerage costs in certain countries; different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
| • | Counterparty Risk: the risk that the other party to a contract, such as a derivatives contract, may not fulfill its contractual obligations. |
| • | Cybersecurity Risk: With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service |
| providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| • | Portfolio Management Risk: the risk that an investment strategy may fail to produce the intended results. |
| • | Foreign Currency Risk: the risk that foreign currencies may decline in value relative to the U.S. dollar and affect the Fund’s investments in foreign currencies, in securities that are denominated, trade and/or receive revenues in foreign currencies, or in derivatives that provide exposure to foreign currencies. |
| • | Large Shareholder Purchase and Redemption Risk: the risk that the Fund may experience adverse effects when certain large shareholders purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell its securities at times when it would not otherwise do so, which may negatively impact the Fund’s net asset value and liquidity. Similarly, large share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio. |
| (quarter ended | |||||||
| - |
(quarter ended |
| Share Class | 1 Year | 5 Years | Since Inception | ||||||||||||
| M – Before Taxes |
|||||||||||||||
| – After Taxes on Distributions |
- |
||||||||||||||
| – After Taxes on Distributions and Sale of Fund Shares |
- |
||||||||||||||
| I – Before Taxes |
|||||||||||||||
| Bloomberg U.S. Aggregate Bond Index |
- |
||||||||||||||
| Bloomberg U.S. Intermediate Credit Index |
|||||||||||||||
| 1 | The “After Taxes on Distributions and Sale of Shares” return is higher than the “After Taxes on Distributions” return because of realized losses that would have been sustained upon sale of Fund shares immediately after the relevant period. |
| Name | Experience with the Fund |
Primary Title with Investment Adviser | ||||||||
| Bryan T. Whalen, CFA |
6 Years | |
Group Managing Director |
|||||||
| Jerry Cudzil |
2 Years | |
Group Managing Director |
|||||||
| Ruben Hovhannisyan, CFA |
2 Years | |
Group Managing Director |
|||||||
| M Class | I Class | Administrative Class | |||||||||||||
| Management Fees | |||||||||||||||
| Distribution (12b‑1) Fees | |||||||||||||||
| Other Expenses | |||||||||||||||
| Total Annual Fund Operating Expenses | |||||||||||||||
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
| Class M | $ |
$ |
$ |
$ |
||||||||||||||||
| Class I | $ |
$ |
$ |
$ |
||||||||||||||||
| Administrative Class | $ |
$ |
$ |
$ |
||||||||||||||||
| • | Debt Securities Risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| • | Market Risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| • | Credit Risk: the risk that an issuer may default in the payment of principal and/or interest on a security. |
| • | Inflation Risk: the risk that the value of the Fund’s investments may not keep up with price increases from inflation. |
| • | Issuer Risk: the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services. |
| • | Futures Contracts Risk: the risk of investing in futures contracts, which includes (1) the imperfect correlation between |
| a futures contract and the change in market value of the underlying instrument held by the Fund; (2) a high degree of leverage because of the low collateral deposits normally involved in futures trading; (3) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (4) losses caused by unanticipated market movements, which are potentially unlimited; and (5) the inability of the Fund to execute a trade because of the maximum permissible price movements exchanges may impose on futures contracts. |
| • | Derivatives Risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| • | Prepayment Risk: the risk that in times of declining interest rates, the Fund’s higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| • | Extension Risk: the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter-term securities. |
| • | Mortgage-Backed Securities Risk: the risk of investing in mortgage-backed securities, including prepayment risk and extension risk. Mortgage-backed securities react differently to changes in interest rates than other bonds, and some mortgage-backed securities are not backed by the full faith and credit of the U.S. government. |
| • | Asset-Backed Securities Risk: the risk of investing in asset-backed securities, including the risk of loss as a result of the impairment of the value of the underlying financial assets, prepayment risk and extension risk. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. |
| • | Interest Rate Risk: the risk that debt securities may decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| • | Junk Bond Risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade bonds. |
| • | Unrated Securities Risk: the risk that unrated securities may be less liquid than comparable rated securities, and the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. |
| • | Price Volatility Risk: the risk that the value of the Fund’s investment portfolio will change as the prices of its investments go up or down. |
| • | Valuation Risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| • | U.S. Trade Policy Risk: There have been significant changes to United States trade policies, agreements and tariffs, and in the future there may be additional significant changes. These and any future developments, and continued uncertainty surrounding trade policies, agreements and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict the access by issuers of the Fund’s portfolio securities to suppliers or customers, increase their supply-chain costs and expenses and could have material adverse effects on the Fund’s portfolio investments. |
| • | U.S. Treasury Obligations Risk: the risk that the value of U.S. treasury obligations may decline as a result of changes in interest rates, certain political events in the U.S., and strained relations with certain foreign countries. |
| • | U.S. Government Securities Risk: the risk that debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. government, and as a result, investments in securities or obligations issued by such entities involve credit risk greater than investments in other types of U.S. government securities. |
| • | Frequent Trading Risk: the risk that frequent trading may lead to increased portfolio turnover and higher transaction costs, which may reduce the Fund’s performance and may cause higher levels of current tax liability to shareholders of the Fund. |
| • | Foreign Investing Risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. In addition, the ongoing conflicts between Russia and Ukraine and among Israel, Hamas, Iran and other militant groups in the Middle East have caused and could continue to cause market disruptions in the regions and globally and thus could affect the value of the Fund’s investments. |
| • | Emerging Markets Risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, higher brokerage costs in certain countries; different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
| • | Securities Selection Risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or those included in benchmarks that are representative of the same asset class because of the portfolio managers’ choice of securities. |
| • | Leverage Risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. To the extent required by applicable law or regulation, the Fund will reduce leverage risk by either segregating an equal amount of liquid assets or “covering” the transactions that introduce such risk. |
| • | Counterparty Risk: the risk that the other party to a contract, such as a derivatives contract, may not fulfill its contractual obligations. |
| • | Cybersecurity Risk: With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| • | Portfolio Management Risk: the risk that an investment strategy may fail to produce the intended results. |
| • | Swap Agreements Risk: the risk of investing in swaps, which, in addition to risks applicable to derivatives generally, includes: (1) the inability to assign a swap contract without the consent of the counterparty; (2) potential default of the counterparty to a swap for those not traded through a central counterparty; (3) absence of a liquid secondary market for any particular swap at any time; and (4) possible inability of the Fund to close out a swap transaction at a time that otherwise would be favorable for it to do so. |
| • | Foreign Currency Risk: the risk that foreign currencies may decline in value relative to the U.S. dollar and affect the Fund’s investments in foreign currencies, in securities that are denominated, trade and/or receive revenues in foreign currencies, or in derivatives that provide exposure to foreign currencies. |
| • | Distressed and Defaulted Securities Risk: the risk that the repayment of defaulted securities and obligations of distressed issuers is subject to significant uncertainties. |
| • | Liquidity Risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of |
| increased market volatility. The liquidity of the Fund’s assets may change over time. |
| • | Below Investment Grade Mortgage-Backed Securities Risk: the Fund’s investments in residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) that are rated below investment grade generally carry greater liquidity risk than their investment grade counterparts. Historically, the markets for such below investment grade securities, and for below investment grade asset-backed securities in general, have been characterized at times by less liquidity than the market for analogous investment grade securities, particularly during the financial crisis of 2007 and 2008. |
| (quarter ended | |||||||
| - |
(quarter ended |
| Share Class | 1 Year | 5 Years | 10 Years | Since Inception | ||||||||||||||||
| M – Before Taxes |
||||||||||||||||||||
| - After Taxes on Distributions |
||||||||||||||||||||
| - After Taxes on Distributions and Sale of Fund Shares |
||||||||||||||||||||
| I – Before Taxes |
||||||||||||||||||||
| Administrative – Before Taxes |
||||||||||||||||||||
| Bloomberg U.S. Aggregate Bond Index |
- |
|||||||||||||||||||
| ICE BofA 1‑3 Year U.S. Treasury Index |
||||||||||||||||||||
| 1 | The “After Taxes on Distributions and Sale of Shares” return is higher than the “After Taxes on Distributions” return because of realized losses that would have been sustained upon sale of Fund shares immediately after the relevant period. |
| Name | Experience with the Fund |
Primary Title with Investment Adviser | ||||||||
| Bryan T. Whalen, CFA |
21 Years | |
Group Managing Director |
|||||||
| Jerry Cudzil |
2 Years | |
Group Managing Director |
|||||||
| Ruben Hovhannisyan, CFA |
2 Years | |
Group Managing Director |
|||||||
| M Class | I Class | |||||||||
| Management Fees | ||||||||||
| Distribution (12b‑1) Fees | ||||||||||
| Other Expenses | ||||||||||
| Total Annual Fund Operating Expenses | ||||||||||
| Fee Waiver and/or Expense Reimbursement1 | ( |
( |
||||||||
| Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | ||||||||||
| 1 | Metropolitan West Asset Management, LLC (the “Adviser”) has contractually agreed to reduce advisory fees and/or reimburse expenses, including distribution expenses, to limit the Fund’s total annual operating expenses (excluding interest, taxes, brokerage commissions, short sale dividend expenses, swap interest expenses, acquired fund fees and expenses, and any expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation) to the net expenses shown in the table for the applicable class. The Adviser may recoup reduced fees and expenses only within three years of the waiver or reimbursement, provided that the recoupment does not cause the Fund’s annual expense ratio to exceed the lesser of (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contract will remain in place until |
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
| Class M | $ |
$ |
$ |
$ |
||||||||||||||||
| Class I | $ |
$ |
$ |
$ |
||||||||||||||||
| • | Debt Securities Risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| • | Liquidity Risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further con- |
| strain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Fund’s assets may change over time. |
| • | Price Volatility Risk: the risk that the value of the Fund’s investment portfolio will change as the prices of its investments go up or down. |
| • | Valuation Risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| • | Issuer Risk: the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services. |
| • | Credit Risk: the risk that an issuer may default in the payment of principal and/or interest on a security. |
| • | Inflation Risk: the risk that the value of the Fund’s investments may not keep up with price increases from inflation. |
| • | Market Risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| • | Below Investment Grade Mortgage-Backed Securities Risk: the Fund’s investments in residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) that are rated below investment grade generally carry greater liquidity risk than their investment grade counterparts. Historically, the markets for such below investment grade securities, and for below investment grade asset-backed securities in general, have been characterized at times by less liquidity than the market for analogous investment grade securities, particularly during the financial crisis of 2007 and 2008. |
| • | Junk Bond Risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade securities. |
| • | Distressed and Defaulted Securities Risk: the risk that the repayment of defaulted securities and obligations of distressed issuers is subject to significant uncertainties. |
| • | Mezzanine Securities Risk: the risk of investing in mezzanine securities, which generally are rated below investment grade or unrated and present many of the same risks as |
| senior loans, second lien loans and non‑investment grade bonds. Mezzanine securities present additional risks because they typically are the most subordinated debt obligation in an issuer’s capital structure and are often unsecured. Mezzanine securities are also expected to be a highly illiquid investment. |
| • | Mortgage-Backed Securities Risk: the risk of investing in mortgage-backed securities, including prepayment risk and extension risk. Mortgage-backed securities react differently to changes in interest rates than other bonds, and some mortgage-backed securities are not backed by the full faith and credit of the U.S. government. |
| • | Asset-Backed Securities Risk: the risk of investing in asset-backed securities, including the risk of loss as a result of the impairment of the value of the underlying financial assets, prepayment risk and extension risk. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. |
| • | Unrated Securities Risk: the risk that unrated securities may be less liquid than comparable rated securities, and the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. |
| • | Securities Selection Risk: the risk that the securities held by the Fund may underperform other funds investing in the same asset class or benchmarks that are representative of the asset class because of the portfolio managers’ choice of securities. |
| • | Prepayment Risk: the risk that in times of declining interest rates, the Fund’s higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| • | Extension Risk: the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter-term securities. |
| • | Interest Rate Risk: the risk that debt securities may decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| • | Futures Contracts Risk: the risk of investing in futures contracts, which includes (1) the imperfect correlation between a futures contract and the change in market value of the underlying instrument held by the Fund; (2) a high degree of leverage because of the low collateral deposits normally |
| involved in futures trading; (3) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (4) losses caused by unanticipated market movements, which are potentially unlimited; and (5) the inability of the Fund to execute a trade because of the maximum permissible price movements exchanges may impose on futures contracts. |
| • | Equity Risk: the risk that stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or extended periods as a result of changes in a company’s financial condition or in overall market, economic and political conditions. |
| • | Derivatives Risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| • | Swap Agreements Risk: the risk of investing in swaps, which, in addition to risks applicable to derivatives generally, includes: (1) the inability to assign a swap contract without the consent of the counterparty; (2) potential default of the counterparty to a swap for those not traded through a central counterparty; (3) absence of a liquid secondary market for any particular swap at any time; and (4) possible inability of the Fund to close out a swap transaction at a time that otherwise would be favorable for it to do so. |
| • | U.S. Trade Policy Risk: There have been significant changes to United States trade policies, agreements and tariffs, and in the future there may be additional significant changes. These and any future developments, and continued uncertainty surrounding trade policies, agreements and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict the access by issuers of the Fund’s portfolio securities to suppliers or customers, increase their supply-chain costs and expenses and could have material adverse effects on the Fund’s portfolio investments. |
| • | Frequent Trading Risk: the risk that frequent trading may lead to increased portfolio turnover and higher transaction |
| costs, which may reduce the Fund’s performance and may cause higher levels of current tax liability to shareholders of the Fund. |
| • | Foreign Investing Risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. In addition, the ongoing conflicts between Russia and Ukraine and among Israel, Hamas, Iran and other militant groups in the Middle East have caused and could continue to cause market disruptions in the regions and globally and thus could affect the value of the Fund’s investments. |
| • | Emerging Markets Risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, higher brokerage costs in certain countries; different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
| • | Absolute Return Investing Risk: the risk of absolute return investing, which may involve greater risk than investing in a traditional portfolio of stocks or bonds. There is no guarantee that the performance of the Fund will have low correlation with the returns of traditional capital markets, and increased correlation between the Fund’s strategies and the traditional capital markets could result in an increase in the Fund’s overall volatility. |
| • | Event Driven Strategies Risk: the risk that the success or failure of event driven investing, which involves attempting to predict the outcome of a particular transaction and the best time at which to commit capital to such a transaction, will usually depend on whether the Adviser accurately predicts the outcome and timing of the transaction event. |
| • | Cybersecurity Risk: With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| • | Portfolio Management Risk: the risk that an investment strategy may fail to produce the intended results. |
| • | Leverage Risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. To the extent required by applicable law or regulation, the Fund will reduce leverage risk by either segregating an equal amount of liquid assets or “covering” the transactions that introduce such risk. |
| • | Counterparty Risk: the risk that the other party to a contract, such as a derivatives contract, may not fulfill its contractual obligations. |
| • | Short Sales Risk: the risk that the use of short sales, which are speculative investments, may cause the Fund to lose money if the value of a security does not go down as the Adviser expects. The risk of loss is theoretically unlimited if the value of the security sold short continues to increase. In addition, the use of borrowing and short sales may cause the Fund to have higher expenses (especially interest and dividend expenses) than those of other mutual funds that do not engage in short sales. |
| • | Foreign Currency Risk: the risk that foreign currencies may decline in value relative to the U.S. dollar and affect the Fund’s investments in foreign currencies, in securities that are denominated, trade and/or receive revenues in foreign currencies, or in derivatives that provide exposure to foreign currencies. |
| • | Money Market/Short-Term Securities Risk: To the extent the Fund holds cash or invests in money market or short-term securities, the Fund may be less likely to achieve its investment objective. In addition, it is possible that the Fund’s investments in these instruments could lose money. |
| • | U.S. Treasury Obligations Risk: the risk that the value of U.S. treasury obligations may decline as a result of changes |
| in interest rates, certain political events in the U.S., and strained relations with certain foreign countries. |
| • | U.S. Government Securities Risk: the risk that debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. government, and as a result, investments in securities or obligations issued by such entities involve credit risk greater than investments in other types of U.S. government securities. |
| |
(quarter ended | ||||||
| |
- |
(quarter ended |
| Share Class | 1 Year | 5 Years | 10 Years | Since Inception | ||||||||||||||||
| M – Before Taxes |
||||||||||||||||||||
| - After Taxes on Distributions |
- |
|||||||||||||||||||
| - After Taxes on Distributions and Sale of Fund Shares |
||||||||||||||||||||
| I – Before Taxes |
||||||||||||||||||||
| Bloomberg U.S. Aggregate Bond Index |
- |
|||||||||||||||||||
| ICE BofA U.S. 3‑Month Treasury Bill Index +2% |
||||||||||||||||||||
| 1 | The “After Taxes on Distributions and Sale of Shares” return is higher than the “After Taxes on Distributions” return because of realized losses that would have been sustained upon sale of Fund shares immediately after the relevant period. |
| Name | Experience with the Fund |
Primary Title with Investment Adviser | ||||||||
| Bryan T. Whalen, CFA |
21 Years | |
Group Managing Director |
|||||||
| Jerry Cudzil |
2 Years | |
Group Managing Director |
|||||||
| Ruben Hovhannisyan, CFA |
2 Years | |
Group Managing Director |
|||||||
| M Class | I Class | |||||||||
| Management Fees | ||||||||||
| Distribution (12b‑1) Fees | ||||||||||
| Other Expenses | ||||||||||
| Total Annual Fund Operating Expenses | ||||||||||
| Fee Waiver and/or Expense Reimbursement1 | ( |
( |
||||||||
| Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | ||||||||||
| 1 | Metropolitan West Asset Management, LLC (the “Adviser”) has contractually agreed to reduce advisory fees and/or reimburse expenses, including distribution expenses, to limit the Fund’s total annual operating expenses (excluding interest, taxes, brokerage commissions, short sale dividend expenses, acquired fund fees and expenses, and any expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation) to the net expenses shown in the table for the applicable share class. The Adviser may recoup reduced fees and expenses only within three years of the waiver or reimbursement, provided that the recoupment does not cause the Fund’s annual expense ratio to exceed the lesser of (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contract will remain in place until |
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
| Class M | $ |
$ |
$ |
$ |
||||||||||||||||
| Class I | $ |
$ |
$ |
$ |
||||||||||||||||
| • | Debt Securities Risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| • | Market Risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| • | Interest Rate Risk: the risk that debt securities may decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| • | Mortgage-Backed Securities Risk: the risk of investing in mortgage-backed securities, including prepayment risk and extension risk. Mortgage-backed securities react differently to changes in interest rates than other bonds, and some mortgage-backed securities are not backed by the full faith and credit of the U.S. government. |
| • | Asset-Backed Securities Risk: the risk of investing in asset-backed securities, including the risk of loss as a result of the impairment of the value of the underlying financial assets, prepayment risk and extension risk. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. |
| • | Prepayment Risk: the risk that in times of declining interest rates, the Fund’s higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| • | Extension Risk: the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter-term securities. |
| • | ESG Factor Risk: the risk that the Fund will be exposed to risks related to environmental, social, and governance factors which, if they materialize, can reduce the value of underlying investments held within the Fund and could adversely impact the Fund’s performance. In ordinary market conditions, it is not anticipated that any single ESG factor will drive a material negative financial impact on the value of the portfolio. ESG factor risk is defined as an environmental, social, or governance event or condition that if it occurs could cause an actual or potential material negative impact on the value of the investment. |
| • | Sustainable Investing Strategy Risk: the risk that the Fund’s strategy may forgo certain investment opportunities for non‑financial reasons, and that the Fund’s performance will differ from funds that do not include sustainability factors as part of their security selection. Further, investors may differ in their views of what constitutes the sustainable characteristics of a security. As a result, the Fund may invest in securities that do not reflect the beliefs of any particular investor. In evaluating a security, the Adviser is often dependent upon information and data obtained from |
| issuers or from third-party data providers that may be incomplete or inaccurate, which could cause the Adviser to incorrectly assess sustainability risks and opportunities. In addition, the Fund may not be successful in its strategy to invest in a portfolio of securities that, in the Adviser’s view, has an aggregate sustainability assessment that is better than the aggregate sustainability of the Fund’s benchmark. There is no guarantee that this strategy will be achieved, and such assessment is at the Adviser’s discretions. |
| • | Below Investment Grade Mortgage-Backed Securities Risk: the Fund’s investments in residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) that are rated below investment grade generally carry greater liquidity risk than their investment grade counterparts. Historically, the markets for such below investment grade securities, and for below investment grade asset-backed securities in general, have been characterized at times by less liquidity than the market for analogous investment grade securities, particularly during the financial crisis of 2007 and 2008. |
| • | Unrated Securities Risk: the risk that unrated securities may be less liquid than comparable rated securities, and the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. |
| • | Issuer Risk: the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services. |
| • | Credit Risk: the risk that an issuer may default in the payment of principal and/or interest on a security. |
| • | Inflation Risk: the risk that the value of the Fund’s investments may not keep up with price increases from inflation. |
| • | Liquidity Risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Fund’s assets may change over time. |
| • | Valuation Risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| • | Price Volatility Risk: the risk that the value of the Fund’s investment portfolio will change as the prices of its investments go up or down. |
| • | Futures Contracts Risk: the risk of investing in futures contracts, which includes (1) the imperfect correlation between a futures contract and the change in market value of the underlying instrument held by the Fund; (2) a high degree of leverage because of the low collateral deposits normally involved in futures trading; (3) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (4) losses caused by unanticipated market movements, which are potentially unlimited; and (5) the inability of the Fund to execute a trade because of the maximum permissible price movements exchanges may impose on futures contracts. |
| • | Derivatives Risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| • | Securities Selection Risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or included in benchmarks that are representative of the same asset class because of the portfolio managers’ choice of securities. |
| • | U.S. Trade Policy Risk: There have been significant changes to United States trade policies, agreements and tariffs, and in the future there may be additional significant changes. These and any future developments, and continued uncertainty surrounding trade policies, agreements and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict the access by issuers of the Fund’s portfolio securities to suppliers or customers, |
| increase their supply-chain costs and expenses and could have material adverse effects on the Fund’s portfolio investments. |
| • | Frequent Trading Risk: the risk that frequent trading may lead to increased portfolio turnover and higher transaction costs, which may reduce the Fund’s performance and may cause higher levels of current tax liability to shareholders of the Fund. |
| • | Leverage Risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. To the extent required by applicable law or regulation, the Fund will reduce leverage risk by either segregating an equal amount of liquid assets or “covering” the transactions that introduce such risk. |
| • | Swap Agreements Risk: the risk of investing in swaps, which, in addition to risks applicable to derivatives generally, includes: (1) the inability to assign a swap contract without the consent of the counterparty; (2) potential default of the counterparty to a swap for those not traded through a central counterparty; (3) absence of a liquid secondary market for any particular swap at any time; and (4) possible inability of the Fund to close out a swap transaction at a time that otherwise would be favorable for it to do so. |
| • | Junk Bond Risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade bonds. |
| • | Foreign Investing Risk: the risk that Fund share prices may fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. In addition, the ongoing conflicts between Russia and Ukraine and among Israel, Hamas, Iran and other militant groups in the Middle East have caused and could continue to cause market |
| disruptions in the regions and globally and thus could affect the value of the Fund’s investments. |
| • | Distressed and Defaulted Securities Risk: the risk that the repayment of defaulted securities and obligations of distressed issuers is subject to significant uncertainties. |
| • | Counterparty Risk: the risk that the other party to a contract, such as a derivatives contract, may not fulfill its contractual obligations. |
| • | U.S. Treasury Obligations Risk: the risk that the value of U.S. Treasury obligations may decline as a result of changes in interest rates, certain political events in the U.S., and strained relations with certain foreign countries. |
| • | U.S. Government Securities Risk: the risk that debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. government, and as a result, investments in their securities or obligations issued by such entities involve credit risk greater than investments in other types of U.S. government securities. |
| • | Cybersecurity Risk: With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| • | Portfolio Management Risk: the risk that an investment strategy may fail to produce the intended results. |
| • | Large Shareholder Purchase and Redemption Risk: the risk that the Fund may experience adverse effects when certain large shareholders purchase or redeem large amounts of shares of the Fund. Such large shareholder redemptions may cause the Fund to sell its securities at times when it would not otherwise do so, which may negatively impact the Fund’s net asset value and liquidity. Similarly, large share purchases may adversely affect the Fund’s performance to the extent that the Fund is delayed in investing new cash and is required to maintain a larger cash position than it ordinarily would. In addition, a large redemption could result in the Fund’s current expenses being allocated over a smaller asset base, leading to an increase in the Fund’s expense ratio. |
| (quarter ended | |||||||
| - |
(quarter ended |
| Share Class | 1 Year | Since Inception | ||||||||
| M – Before Taxes |
- |
|||||||||
| - After Taxes on Distributions |
- |
|||||||||
| - After Taxes on Distributions and Sale of Fund Shares |
- |
|||||||||
| I – Before Taxes |
- |
|||||||||
| Bloomberg U.S. Aggregate Bond Index |
- |
|||||||||
| Bloomberg U.S. Mortgage-Backed Securities (MBS) Index |
- |
|||||||||
| 1 | The “After Taxes on Distributions and Sale of Shares” return is higher than the “After Taxes on Distributions” return because of realized losses that would have been sustained upon sale of Fund shares immediately after the relevant period. |
| Name | Experience with the Fund |
Primary Title with Investment Adviser | ||||||||
| Elizabeth (Liza) Crawford |
3 Years | |
Managing Director |
|||||||
| Palak Pathak, CFA |
2 Years | |
Managing Director |
|||||||
| Peter Van Gelderen |
2 Years | |
Managing Director |
|||||||
| M Class | I Class | I‑2 Class | Admini strative Class |
Plan Class | |||||||||||||||||||||
| Management Fees | |||||||||||||||||||||||||
| Distribution (12b‑1) Fees | |||||||||||||||||||||||||
| Other Expenses | |||||||||||||||||||||||||
| Total Annual Fund Operating Expenses | |||||||||||||||||||||||||
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
| Class M | $ |
$ |
$ |
$ |
||||||||||||||||
| Class I | $ |
$ |
$ |
$ |
||||||||||||||||
| Class I-2 | $ |
$ |
$ |
$ |
||||||||||||||||
| Administrative Class | $ |
$ |
$ |
$ |
||||||||||||||||
| Plan Class | $ |
$ |
$ |
$ |
||||||||||||||||
| • | Debt Securities Risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| • | Market Risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| • | Interest Rate Risk: the risk that debt securities may decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| • | Credit Risk: the risk that an issuer may default in the payment of principal and/or interest on a security. |
| • | Inflation Risk: the risk that the value of the Fund’s investments may not keep up with price increases from inflation. |
| • | Mortgage-Backed Securities Risk: the risk of investing in mortgage-backed securities, including prepayment risk and extension risk. Mortgage-backed securities react differently to changes in interest rates than other bonds, and some mortgage-backed securities are not backed by the full faith and credit of the U.S. government. |
| • | Asset-Backed Securities Risk: the risk of investing in asset-backed securities, including the risk of loss as a result of the impairment of the value of the underlying financial assets, prepayment risk and extension risk. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. |
| • | Prepayment Risk: the risk that in times of declining interest rates, the Fund’s higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| • | Extension Risk: the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter-term securities. |
| • | Price Volatility Risk: the risk that the value of the Fund’s investment portfolio will change as the prices of its investments go up or down. |
| • | Issuer Risk: the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services. |
| • | Liquidity Risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future |
| regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Fund’s assets may change over time. |
| • | U.S. Trade Policy Risk: There have been significant changes to United States trade policies, agreements and tariffs, and in the future there may be additional significant changes. These and any future developments, and continued uncertainty surrounding trade policies, agreements and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict the access by issuers of the Fund’s portfolio securities to suppliers or customers, increase their supply-chain costs and expenses and could have material adverse effects on the Fund’s portfolio investments. |
| • | U.S. Treasury Obligations Risk: the risk that the value of U.S. Treasury obligations may decline as a result of changes in interest rates, certain political events in the U.S., and strained relations with certain foreign countries. |
| • | U.S. Government Securities Risk: the risk that debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. government, and as a result, investments in their securities or obligations issued by such entities involve credit risk greater than investments in other types of U.S. government securities. |
| • | Frequent Trading Risk: the risk that frequent trading may lead to increased portfolio turnover and higher transaction costs, which may reduce the Fund’s performance and may cause higher levels of current tax liability to shareholders of the Fund. |
| • | Junk Bond Risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade bonds. |
| • | Unrated Securities Risk: the risk that unrated securities may be less liquid than comparable rated securities, and the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. |
| • | Below Investment Grade Mortgage-Backed Securities Risk: the Fund’s investments in residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) that are rated below investment grade generally carry greater liquidity risk than |
| their investment grade counterparts. Historically, the markets for such below investment grade securities, and for below investment grade asset-backed securities in general, have been characterized at times by less liquidity than the market for analogous investment grade securities, particularly during the financial crisis of 2007 and 2008. |
| • | Mezzanine Securities Risk: the risk of investing in mezzanine securities, which generally are rated below investment grade or unrated and present many of the same risks as senior loans, second lien loans and non‑investment grade bonds. Mezzanine securities present additional risks because they typically are the most subordinated debt obligation in an issuer’s capital structure and are often unsecured. Mezzanine securities are also expected to be a highly illiquid investment. |
| • | Futures Contracts Risk: the risk of investing in futures contracts, which includes (1) the imperfect correlation between a futures contract and the change in market value of the underlying instrument held by the Fund; (2) a high degree of leverage because of the low collateral deposits normally involved in futures trading; (3) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (4) losses caused by unanticipated market movements, which are potentially unlimited; and (5) the inability of the Fund to execute a trade because of the maximum permissible price movements exchanges may impose on futures contracts. |
| • | Distressed and Defaulted Securities Risk: the risk that the repayment of defaulted securities and obligations of distressed issuers is subject to significant uncertainties. |
| • | Securities Selection Risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or included in benchmarks that are representative of the same asset class because of the portfolio managers’ choice of securities. |
| • | Valuation Risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| • | Derivatives Risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create |
| additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| • | Swap Agreements Risk: the risk of investing in swaps, which, in addition to risks applicable to derivatives generally, includes: (1) the inability to assign a swap contract without the consent of the counterparty; (2) potential default of the counterparty to a swap for those not traded through a central counterparty; (3) absence of a liquid secondary market for any particular swap at any time; and (4) possible inability of the Fund to close out a swap transaction at a time that otherwise would be favorable for it to do so. |
| • | Leverage Risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. To the extent required by applicable law or regulation, the Fund will reduce leverage risk by either segregating an equal amount of liquid assets or “covering” the transactions that introduce such risk. |
| • | Foreign Investing Risk: the risk that Fund share prices may fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. In addition, the ongoing conflicts between Russia and Ukraine and among Israel, Hamas, Iran and other militant groups in the Middle East have caused and could continue to cause market disruptions in the regions and globally and thus could affect the value of the Fund’s investments. |
| • | Foreign Currency Risk: the risk that foreign currencies may decline in value relative to the U.S. dollar and affect the Fund’s investments in foreign currencies, in securities that are denominated, trade and/or receive revenues in foreign currencies, or in derivatives that provide exposure to foreign currencies. |
| • | Emerging Markets Risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, higher brokerage costs in certain countries; different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
| • | Cybersecurity Risk: With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| • | Portfolio Management Risk: the risk that an investment strategy may fail to produce the intended results. |
| • | Counterparty Risk: the risk that the other party to a contract, such as a derivatives contract, may not fulfill its contractual obligations. |
| (quarter ended | |||||||
| - |
(quarter ended |
| Share Class | 1 Year | 5 Years | 10 Years | Since Inception | ||||||||||||||||
| M – Before Taxes |
- |
|||||||||||||||||||
| - After Taxes on Distributions |
- |
- |
- |
|||||||||||||||||
| - After Taxes on Distributions and Sale of Fund Shares |
- |
|||||||||||||||||||
| I – Before Taxes |
- |
|||||||||||||||||||
| I‑2 – Before Taxes |
- |
|||||||||||||||||||
| Administrative – Before Taxes |
- |
|||||||||||||||||||
| Plan – Before Taxes |
- |
|||||||||||||||||||
| Bloomberg U.S. Aggregate Bond Index |
- |
|||||||||||||||||||
| 1 | The “After Taxes on Distributions and Sale of Shares” return is higher than the “After Taxes on Distributions” return because of realized losses that would have been sustained upon sale of Fund shares immediately after the relevant period. |
| Name | Experience with the Fund |
Primary Title with Investment Adviser | ||||||||
| Bryan T. Whalen, CFA |
21 Years | |
Group Managing Director |
|||||||
| Jerry Cudzil |
2 Years | |
Group Managing Director |
|||||||
| Ruben Hovhannisyan, CFA |
2 Years | |
Group Managing Director |
|||||||
| M Class | I Class | |||||||||
| Management Fees | ||||||||||
| Distribution (12b‑1) Fees | ||||||||||
| Other Expenses | ||||||||||
| Acquired Fund Fees and Expenses | ||||||||||
| Total Annual Fund Operating Expenses | ||||||||||
| Fee Waiver and/or Expense Reimbursement1 | ( |
( |
||||||||
| Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | ||||||||||
| 1 | Metropolitan West Asset Management, LLC (the “Adviser”) has contractually agreed to reduce advisory fees and/or reimburse expenses, including distribution expenses, to limit the Fund’s total annual operating expenses (excluding interest, taxes, brokerage commissions, short sale dividend expenses, acquired fund fees and expenses, and any expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation) to the net expenses shown in the table for the applicable share class. The Adviser may recoup reduced fees and expenses only within three years of the waiver or reimbursement, provided that the recoupment does not cause the Fund’s annual expense ratio to exceed the lesser of (i) the expense limitation applicable at the time of that fee waiver and/or expense reimbursement or (ii) the expense limitation in effect at the time of recoupment. This contract will remain in place until |
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
| Class M | $ |
$ |
$ |
$ |
||||||||||||||||
| Class I | $ |
$ |
$ |
$ |
||||||||||||||||
| • | Debt Securities Risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| • | Market Risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| • | Credit Risk: the risk that an issuer may default in the payment of principal and/or interest on a security. |
| • | Inflation Risk: the risk that the value of the Fund’s investments may not keep up with price increases from inflation. |
| • | Issuer Risk: the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services. |
| • | Securities Selection Risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or included in benchmarks that are representative of the same asset class because of the portfolio managers’ choice of securities. |
| • | U.S. Trade Policy Risk: There have been significant changes to United States trade policies, agreements and tariffs, and in the future there may be additional significant changes. These and any future developments, and continued uncertainty surrounding trade policies, agreements and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict the access by issuers of the Fund’s portfolio securities to suppliers or customers, increase their supply-chain costs and expenses and could have material adverse effects on the Fund’s portfolio investments. |
| • | Frequent Trading Risk: the risk that frequent trading may lead to increased portfolio turnover and higher transaction costs, which may reduce the Fund’s performance and may cause higher levels of current tax liability to shareholders of the Fund. |
| • | Futures Contracts Risk: the risk of investing in futures contracts, which includes (1) the imperfect correlation between a futures contract and the change in market value of the |
| underlying instrument held by the Fund; (2) a high degree of leverage because of the low collateral deposits normally involved in futures trading; (3) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (4) losses caused by unanticipated market movements, which are potentially unlimited; and (5) the inability of the Fund to execute a trade because of the maximum permissible price movements exchanges may impose on futures contracts. |
| • | Derivatives Risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| • | Mortgage-Backed Securities Risk: the risk of investing in mortgage-backed securities, including prepayment risk and extension risk. Mortgage-backed securities react differently to changes in interest rates than other bonds, and some mortgage-backed securities are not backed by the full faith and credit of the U.S. government. |
| • | Asset-Backed Securities Risk: the risk of investing in asset-backed securities, including the risk of loss as a result of the impairment of the value of the underlying financial assets, prepayment risk and extension risk. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. |
| • | Below Investment Grade Mortgage-Backed Securities Risk: the Fund’s investments in residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) that are rated below investment grade generally carry greater liquidity risk than their investment grade counterparts. Historically, the markets for such below investment grade securities, and for below investment grade asset-backed securities in general, have been characterized at times by less liquidity than the market for analogous investment grade securities, particularly during the financial crisis of 2007 and 2008. |
| • | Junk Bond Risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade securities. |
| • | Interest Rate Risk: the risk that debt securities may decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| • | Swap Agreements Risk: the risk of investing in swaps, which, in addition to risks applicable to derivatives generally, includes: (1) the inability to assign a swap contract without the consent of the counterparty; (2) potential default of the counterparty to a swap for those not traded through a central counterparty; (3) absence of a liquid secondary market for any particular swap at any time; and (4) possible inability of the Fund to close out a swap transaction at a time that otherwise would be favorable for it to do so. |
| • | Price Volatility Risk: the risk that the value of the Fund’s investment portfolio will change as the prices of its investments go up or down. |
| • | U.S. Treasury Obligations Risk: the risk that the value of U.S. Treasury obligations may decline as a result of changes in interest rates, certain political events in the U.S., and strained relations with certain foreign countries. |
| • | U.S. Government Securities Risk: the risk that debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. government, and as a result, investments in securities or obligations issued by such entities involve credit risk greater than investments in other types of U.S. government securities. |
| • | Money Market/Short-Term Securities Risk: To the extent the Fund holds cash or invests in money market or short-term securities, the Fund may be less likely to achieve its investment objective. In addition, it is possible that the Fund’s investments in these instruments could lose money. |
| • | Foreign Investing Risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) |
| and other government restrictions by the United States and/or other governments. In addition, the ongoing conflicts between Russia and Ukraine and among Israel, Hamas, Iran and other militant groups in the Middle East have caused and could continue to cause market disruptions in the regions and globally and thus could affect the value of the Fund’s investments. |
| • | Emerging Markets Risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, higher brokerage costs in certain countries; different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
| • | Unrated Securities Risk: the risk that unrated securities may be less liquid than comparable rated securities, and the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. |
| • | Cybersecurity Risk: With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| • | Portfolio Management Risk: the risk that an investment strategy may fail to produce the intended results. |
| • | Liquidity Risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market par- |
| ticipants to create liquidity, particularly in times of increased market volatility. The liquidity of the Fund’s assets may change over time. |
| • | Valuation Risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| • | Prepayment Risk: the risk that in times of declining interest rates, the Fund’s higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| • | Extension Risk: the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter-term securities. |
| • | Counterparty Risk: the risk that the other party to a contract, such as a derivatives contract, may not fulfill its contractual obligations. |
| • | Leverage Risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Fund’s liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. To the extent required by applicable law or regulation, the Fund will reduce leverage risk by either segregating an equal amount of liquid assets or “covering” the transactions that introduce such risk. |
| (quarter ended | |||||||
| - |
(quarter ended |
| Share Class | 1 Year | 5 Years | 10 Years | Since Inception | ||||||||||||||||
| M – Before Taxes |
||||||||||||||||||||
| - After Taxes on Distributions |
||||||||||||||||||||
| - After Taxes on Distributions and Sale of Fund Shares |
||||||||||||||||||||
| I – Before Taxes |
||||||||||||||||||||
| Bloomberg U.S. Aggregate Bond Index |
- |
|||||||||||||||||||
| ICE BofA 1‑Year U.S. Treasury Index |
||||||||||||||||||||
| 1 | The “After Taxes on Distributions and Sale of Shares” return is higher than the “After Taxes on Distributions” return because of realized losses that would have been sustained upon sale of Fund shares immediately after the relevant period. |
| Name | Experience with the Fund |
Primary Title with Investment Adviser | ||||||||
| Bryan T. Whalen, CFA |
21 Years | |
Group Managing Director |
|||||||
| Jerry Cudzil |
2 Years | |
Group Managing Director |
|||||||
| Ruben Hovhannisyan, CFA |
2 Years | |
Group Managing Director |
|||||||
| M Class | I Class | Plan Class | |||||||||||||
| Management Fees | |||||||||||||||
| Distribution (12b‑1) Fees | |||||||||||||||
| Other Expenses | |||||||||||||||
| Total Annual Fund Operating Expenses | |||||||||||||||
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||
| Class M | $ |
$ |
$ |
$ |
||||||||||||||||
| Class I | $ |
$ |
$ |
$ |
||||||||||||||||
| Plan Class | $ |
$ |
$ |
$ |
||||||||||||||||
| • | Debt Securities Risk: the risk that the value of a debt security may increase or decrease as a result of various factors, including changes in interest rates, actual or perceived inability or unwillingness of issuers to make principal or interest payments, market fluctuations and illiquidity in the debt securities market. |
| • | Market Risk: the risk that returns from the securities in which the Fund invests may underperform returns from the general securities markets or other types of securities. |
| • | Interest Rate Risk: the risk that debt securities may decline in value because of changes in interest rates. This risk is greater during periods of rising inflation. |
| • | Credit Risk: the risk that an issuer may default in the payment of principal and/or interest on a security. |
| • | Inflation Risk: the risk that the value of the Fund’s investments may not keep up with price increases from inflation. |
| • | Issuer Risk: the risk that the value of a security may decline for reasons directly related to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods or services. |
| • | Mortgage-Backed Securities Risk: the risk of investing in mortgage-backed securities, including prepayment risk and extension risk. Mortgage-backed securities react differently to changes in interest rates than other bonds, and some mortgage-backed securities are not backed by the full faith and credit of the U.S. government. |
| • | Asset-Backed Securities Risk: the risk of investing in asset-backed securities, including the risk of loss as a result of the impairment of the value of the underlying financial assets, prepayment risk and extension risk. Issuers of asset-backed securities may have limited ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the asset-backed securities, if any, may be inadequate to protect investors in the event of default. |
| • | Below Investment Grade Mortgage-Backed Securities Risk: the Fund’s investments in residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) that are rated below investment grade generally carry greater liquidity risk than their investment grade counterparts. Historically, the markets for such below investment grade securities, and for below investment grade asset-backed securities in general, have been characterized at times by less liquidity than the market for analogous investment grade securities, particularly during the financial crisis of 2007 and 2008. |
| • | Junk Bond Risk: the risk that junk bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than investment grade bonds. |
| • | Emerging Markets Risk: the risk of investing in emerging market countries, which is substantial due to, among other factors, higher brokerage costs in certain countries; different accounting standards; thinner trading markets as compared to those in developed countries; less publicly available and reliable information about issuers as compared to developed markets; the possibility of currency transfer restrictions; and the risk of expropriation, nationalization or other adverse political, economic or social developments. |
| • | Distressed and Defaulted Securities Risk: the risk that the repayment of defaulted securities and obligations of distressed issuers is subject to significant uncertainties. |
| • | Unrated Securities Risk: the risk that unrated securities may be less liquid than comparable rated securities, and the risk that the Adviser may not accurately evaluate the security’s comparative credit rating. |
| • | Equity Risk: the risk that stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or extended periods as a result of changes in a company’s financial condition or in overall market, economic and political conditions. |
| • | Futures Contracts Risk: the risk of investing in futures contracts, which includes (1) the imperfect correlation between a futures contract and the change in market value of the underlying instrument held by the Fund; (2) a high degree of leverage because of the low collateral deposits normally involved in futures trading; (3) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (4) losses caused by unanticipated market movements, which are potentially unlimited; and (5) the inability of the Fund to execute a trade because of the maximum permissible price movements exchanges may impose on futures contracts. |
| • | Securities Selection Risk: the risk that the securities held by the Fund may underperform those held by other funds investing in the same asset class or those included in benchmarks that are representative of the same asset class because of the portfolio managers’ choice of securities. |
| • | Derivatives Risk: the risk of investing in derivative instruments, which includes liquidity, interest rate, market, credit and management risks as well as risks related to mispricing or improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, reference rate or index, and the Fund could lose more than the principal amount invested. These investments can create investment leverage and may create additional risks that may subject the Fund to greater volatility and less liquidity than investments in more traditional securities. |
| • | Price Volatility Risk: the risk that the value of the Fund’s investment portfolio will change as the prices of its investments go up or down. |
| • | U.S. Trade Policy Risk: There have been significant changes to United States trade policies, agreements and tariffs, and in the future there may be additional significant changes. These and any future developments, and continued uncertainty surrounding trade policies, agreements and tariffs, may have a material adverse effect on global economic conditions, inflation and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the |
| United States. Any of these factors could depress economic activity and restrict the access by issuers of the Fund’s portfolio securities to suppliers or customers, increase their supply-chain costs and expenses and could have material adverse effects on the Fund’s portfolio investments. |
| • | Frequent Trading Risk: the risk that frequent trading may lead to increased portfolio turnover and higher transaction costs, which may reduce the Fund’s performance and may cause higher levels of current tax liability to shareholders of the Fund. |
| • | Foreign Investing Risk: the risk that Fund share prices will fluctuate with market conditions, currency exchange rates and the economic and political climates of the foreign countries in which the Fund invests or has exposure. Investments in foreign securities may involve greater risks than investing in U.S. securities due to, among other factors, less publicly available information, less stringent and less uniform accounting, auditing and financial reporting standards, less liquid and more volatile markets, higher transaction and custody costs, additional taxes, less investor protection, delayed or less frequent settlement, political or social instability, civil unrest, acts of terrorism, regional economic volatility, and the imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and/or other governments. In addition, the ongoing conflicts between Russia and Ukraine and among Israel, Hamas, Iran and other militant groups in the Middle East have caused and could continue to cause market disruptions in the regions and globally and thus could affect the value of the Fund’s investments. |
| • | Foreign Currency Risk: the risk that foreign currencies may decline in value relative to the U.S. dollar and affect the Fund’s investments in foreign currencies, in securities that are denominated, trade, and/or receive revenues in foreign currencies, or in derivatives that provide exposure to foreign currencies. |
| • | Swap Agreements Risk: the risk of investing in swaps, which, in addition to risks applicable to derivatives generally, includes: (1) the inability to assign a swap contract without the consent of the counterparty; (2) potential default of the counterparty to a swap for those not traded through a central counterparty; (3) absence of a liquid secondary market for any particular swap at any time; and (4) possible inability of the Fund to close out a swap transaction at a time that otherwise would be favorable for it to do so. |
| • | Cybersecurity Risk: With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related |
| risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. |
| • | Portfolio Management Risk: the risk that an investment strategy may fail to produce the intended results. Also, because the Fund may use multiple investment strategies, it may use a strategy that produces a less favorable result than would have been produced by another strategy. |
| • | Liquidity Risk: the risk that lack of a ready market or restrictions on resale may limit the ability of the Fund to sell a security at an advantageous time or price. In addition, the Fund, by itself or together with other accounts managed by the Adviser, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the Fund to dispose of the position at an advantageous time or price. Over recent years, the fixed-income markets have grown more than the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result. Regulations such as the Volcker Rule or future regulations may further constrain the ability of market participants to create liquidity, particularly in times of increased market volatility. The liquidity of the Fund’s assets may change over time. |
| • | Valuation Risk: the risk that the portfolio instruments may be sold at prices different from the values established by the Fund, particularly for investments that trade in low volume, in volatile markets or over the counter or that are fair valued. |
| • | Prepayment Risk: the risk that in times of declining interest rates, the Fund’s higher yielding securities may be prepaid and the Fund may have to replace them with securities having a lower yield. |
| • | Extension Risk: the risk that in times of rising interest rates, borrowers may pay off their debt obligations more slowly, causing securities considered short- or intermediate-term to become longer-term securities that fluctuate more widely in response to changes in interest rates than shorter-term securities. |
| • | Leverage Risk: the risk that leverage may result from certain transactions, including the use of derivatives and borrowing. This may impair the Fund’s liquidity, cause it to liqui- |
| date positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. To the extent required by applicable law or regulation, the Fund will reduce leverage risk by either segregating an equal amount of liquid assets or “covering” the transactions that introduce such risk. |
| • | Counterparty Risk: the risk that the other party to a contract, such as a derivatives contract, may not fulfill its contractual obligations. |
| • | U.S. Government Securities Risk: the risk that debt securities issued or guaranteed by certain U.S. government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. government, and as a result, investments in securities or obligations issued by such entities involve credit risk greater than investments in other types of U.S. government securities. |
| • | Money Market/Short-Term Securities Risk: To the extent the Fund holds cash or invests in money market or short-term securities, the Fund may be less likely to achieve its investment objective. In addition, it is possible that the Fund’s investments in these instruments could lose money. |
| (quarter ended | |||||||
| - |
(quarter ended |
| Share Class | 1 Year | 5 Years | 10 Years | Since Inception | ||||||||||||||||
| M – Before Taxes |
||||||||||||||||||||
| - After Taxes on Distributions |
- |
|||||||||||||||||||
| - After Taxes on Distributions and Sale of Fund Shares |
||||||||||||||||||||
| I – Before Taxes |
||||||||||||||||||||
| Plan – Before Taxes |
||||||||||||||||||||
| Bloomberg U.S. Aggregate Bond Index |
- |
|||||||||||||||||||
| Bloomberg U.S. Treasury Bills: 1‑3 Months Index |
||||||||||||||||||||
| 1 | The “After Taxes on Distributions and Sale of Shares” return is higher than the “After Taxes on Distributions” return because of realized losses that would have been sustained upon sale of Fund shares immediately after the relevant period. |
| Name | Experience with the Fund |
Primary Title with Investment Adviser | ||||||||
| Bryan T. Whalen, CFA |
14 Years | |
Group Managing Director |
|||||||
| Steven J. Purdy |
2 Years | |
Group Managing Director |
|||||||
| Jerry Cudzil |
2 Years | |
Group Managing Director |
|||||||
| Ruben Hovhannisyan, CFA |
2 Years | |
Group Managing Director |
|||||||
| Share Class and Type of Account |
Minimum Initial Investment |
Minimum Subsequent Investment | ||||||||
| Class M | ||||||||||
| Regular Accounts | $ | 5,000 | $ | 0 | ||||||
| Individual Retirement Accounts | $ | 1,000 | $ | 0 | ||||||
| Automatic Investment Plan | $ | 5,000 | $ | 100 | ||||||
| Class I | ||||||||||
| Regular Accounts | $ | 3,000,000 | $ | 50,000 | ||||||
| Class I‑2 | ||||||||||
| Regular Accounts | $ | 3,000,000 | $ | 50,000 | ||||||
| Share Class and Type of Account |
Minimum Initial Investment |
Minimum Subsequent Investment | ||||||||
| Administrative Class | ||||||||||
| Regular Accounts | $ | 2,500 | $ | 0 | ||||||
| Individual Retirement Accounts | $ | 1,000 | $ | 0 | ||||||
| Plan Class | ||||||||||
| Regular Accounts (Defined Benefit and Defined Contribution Plans) | $ | 25,000,000 | $ | 50,000 | ||||||
| • | Capital Structure Arbitrage, which involves seeking out the expanded variety of different instruments that a corporation may use for funding (equity, preferred, convertibles, bonds, loans, senior debt versus junior debt, secured versus unsecured, lease versus sale, putable versus callable). The Adviser believes it has become increasingly difficult for the market to continuously price the different financial instruments issued by an entity efficiently and, thus, the opportunities for arbitraging the capital structure of entities (loans versus bonds, senior debt versus junior debt, holding company versus subsidiary, putables versus callables, etc.) have increased as well. |
| • | Commodities/Futures Arbitrage, which involves arbitraging intra- and inter-market price discrepancies among the various commodity and interest rate futures markets. |
| • | Convertible Arbitrage, which is hedged investing in the convertible securities of a company such as buying the convertible bond and shorting the common stock of the same company. |
| • | Interest Rate Arbitrage, which involves buying long and short different debt securities, interest rate swap arbitrage, and U.S. and non‑U.S. government bond arbitrage. |
| • | Interest Rate Timing, which is based on the premise that interest rates have historically exhibited a cyclical pattern. Real interest rates (nominal interest rates less inflation) have been higher during economic expansions and have decreased as the economy slows. The Adviser uses this relationship to set the average duration of the Fund to benefit over a full market cycle from changes in interest rates. This investment process uses cost-averaging of new investments to adjust the duration of the Fund higher as real interest rates rise beyond their historic normal levels, and adjusts the duration lower as real interest rates move lower. At times, the portfolio’s average duration may be negative if real interest rates are negative. |
| • | Yield Curve Relationships and Arbitrage, which presumes that like interest rates, the relationship between bonds of various maturities has been highly variable across the economic cycle. The Fund seeks to take advantage of these movements both with relative value trades as described above and by concentrating the portfolio in the historically most undervalued sections of the yield curve. These strategies seek to benefit from the cyclical changes that occur in the shape of the yield curve. |
| • | Sector and Issue Allocations, where the Adviser strives to benefit from cyclical changes between sectors of the fixed-income markets. This is accomplished by using relative value and historical benchmarks to determine when sectors are undervalued. It might be implemented through long-only positions or a combination of long and short positions. The Adviser will use fundamental research to find individual issuers of securities that the Adviser believes are undervalued and have high income and the potential for price appreciation. |
| High Yield Bond Fund |
Investment Grade Credit Fund |
Low Duration Bond Fund |
Strategic Income Fund |
Sustainable Securitized Fund |
Total Return Bond Fund |
Ultra Short Bond Fund |
Unconstrained Bond Fund | |||||||||||||||||||||||||||||||||
| Absolute Return Investing Risk |
✓ | |||||||||||||||||||||||||||||||||||||||
| Asset-Backed Securities Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||||
| Bank Loan Risk |
✓ | ✓ | ||||||||||||||||||||||||||||||||||||||
| Below Investment Grade Mortgage-Backed Securities Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||||
| Counterparty Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Credit Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Cybersecurity Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Debt Securities Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Derivatives Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Distressed and Defaulted Securities Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||||
| Emerging Markets Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||
| Equity Risk |
✓ | ✓ | ||||||||||||||||||||||||||||||||||||||
| ESG Factor Risk |
✓ | |||||||||||||||||||||||||||||||||||||||
| Event Driven Strategies Risk |
✓ | |||||||||||||||||||||||||||||||||||||||
| Extension Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||
| Foreign Currency Risk |
✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||||
| Foreign Investing Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Frequent Trading Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||
| Futures Contracts Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Inflation Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Interest Rate Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Issuer Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Junk Bond Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||
| Large Shareholder Purchase and Redemption Risk |
✓ | ✓ | ||||||||||||||||||||||||||||||||||||||
| Leverage Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Liquidity Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| High Yield Bond Fund |
Investment Grade Credit Fund |
Low Duration Bond Fund |
Strategic Income Fund |
Sustainable Securitized Fund |
Total Return Bond Fund |
Ultra Short Bond Fund |
Unconstrained Bond Fund | |||||||||||||||||||||||||||||||||
| Market Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Mezzanine Securities Risk |
✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||||||
| Money Market/Short-Term Securities Risk |
✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||||||
| Mortgage-Backed Securities Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||
| Portfolio Management Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Prepayment Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Price Volatility Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Securities Selection Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Short Sales Risk |
✓ | |||||||||||||||||||||||||||||||||||||||
| Sustainable Investing Strategy Risk |
✓ | |||||||||||||||||||||||||||||||||||||||
| Swap Agreements Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Unrated Securities Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| U.S. Government Securities Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||||
| U.S. Trade Policy Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| U.S. Treasury Obligations Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||||
| Valuation Risk |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||||
| Bryan T. Whalen, CFA |
Group Managing Director, has been with the Adviser since 2004. Mr. Whalen manages the Investment Grade Credit Fund, the Low Duration Bond Fund, the Strategic Income Fund, the Total Return Bond Fund, the Ultra Short Bond Fund and the Unconstrained Bond Fund. |
| Jerry Cudzil |
Group Managing Director, has been with the Adviser since May 2012. Mr. Cudzil manages the High Yield Bond Fund, the Investment Grade Credit Fund, the Low Duration Bond Fund, the Strategic Income Fund, the Total Return Bond Fund, the Ultra Short Bond Fund and the Unconstrained Bond Fund. | |
| Elizabeth (Liza) Crawford |
Managing Director, has been with the Adviser since 2015. Ms. Crawford manages the Sustainable Securitized Fund. | |
| Ruben Hovhannisyan, CFA |
Group Managing Director, has been with the Adviser since 2009. Mr. Hovhannisyan manages the Investment Grade Credit Fund, the Low Duration Bond Fund, the Strategic Income Fund, the Total Return Bond Fund, the Ultra Short Bond Fund and the Unconstrained Bond Fund. | |
| Steven J. Purdy |
Group Managing Director, has been with the Adviser since March 2016. Mr. Purdy manages the High Yield Bond Fund and the Unconstrained Bond Fund. | |
| Brian Gelfand |
Managing Director, has been with the Adviser since 2014. Mr. Gelfand manages the High Yield Bond Fund. | |
| Palak Pathak, CFA |
Managing Director, has been with the Adviser since 2007. Mr. Pathak manages the Sustainable Securitized Fund. | |
| Peter Van Gelderen |
Managing Director, has been with the Adviser since 2023. Mr. Van Gelderen manages the Sustainable Securitized Fund. Prior to joining TCW in 2023, Mr. Van Gelderen was a Senior Portfolio Manager and Head of Securitized Markets at American Century Investments. | |
| Fund | Expense Cap (As Percent of Average Net Asset Value) | ||||
| High Yield Bond Fund |
|||||
| Class M |
0.85 | % | |||
| Class I |
0.60 | % | |||
| Investment Grade Credit Fund |
|||||
| Class M |
0.70 | % | |||
| Class I |
0.49 | % | |||
| Low Duration Bond Fund |
|||||
| Class M |
0.63 | % | |||
| Class I |
0.44 | % | |||
| Admin Class |
0.83 | % | |||
| Strategic Income Fund |
|||||
| Class M |
1.04 | % | |||
| Class I |
0.80 | % | |||
| Sustainable Securitized Fund |
|||||
| Class M |
0.70 | % | |||
| Class I |
0.49 | % | |||
| Total Return Bond Fund |
|||||
| Class M |
0.70 | % | |||
| Class I |
0.49 | % | |||
| Class I‑2 |
0.54 | % | |||
| Admin Class |
0.90 | % | |||
| Plan Class |
0.39 | % | |||
| Ultra Short Bond Fund |
|||||
| Class M |
0.50 | % | |||
| Class I |
0.34 | % | |||
| Unconstrained Bond Fund |
|||||
| Class M |
1.04 | % | |||
| Class I |
0.80 | % | |||
| Plan Class |
0.70 | % | |||
| Share Class and Type of Account | Minimum Initial Investment |
Minimum Subsequent Investment | ||||||||
| Class M |
||||||||||
| Regular Accounts |
$ | 5,000 | $ | 0 | ||||||
| Individual Retirement Accounts |
$ | 1,000 | $ | 0 | ||||||
| Automatic Investment Plan |
$ | 5,000 | $ | 100 | ||||||
| Class I |
||||||||||
| Regular Accounts |
$ | 3,000,000 | $ | 50,000 | ||||||
| Class I‑2 |
||||||||||
| Regular Accounts |
$ | 3,000,000 | $ | 50,000 | ||||||
| Administrative Class |
||||||||||
| Regular Accounts |
$ | 2,500 | $ | 0 | ||||||
| Individual Retirement Accounts |
$ | 1,000 | $ | 0 | ||||||
| Plan Class |
||||||||||
| Regular Accounts (Defined Benefit and Defined Contribution Plans) |
$ | 25,000,000 | $ | 50,000 | ||||||
| • | change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions, to the extent permitted under applicable SEC rules; and |
| • | delay sending out redemption proceeds for up to seven days (generally only applies in cases of large redemptions, excessive trading or during unusual market conditions). |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 9.28 | $ | 9.12 | $ | 10.06 | $ | 10.57 | $ | 9.27 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.60 | 0.60 | 0.50 | 0.38 | 0.36 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
(0.05 | ) | 0.16 | (0.93 | ) | (0.51 | ) | 1.31 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.55 | 0.76 | (0.43 | ) | (0.13 | ) | 1.67 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.60 | ) | (0.60 | ) | (0.51 | ) | (0.38 | ) | (0.37 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 9.23 | $ | 9.28 | $ | 9.12 | $ | 10.06 | $ | 10.57 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
6.06 | % | 8.64 | % | (4.20 | )% | (1.30 | )% | 18.14 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 93,236 | $ | 111,388 | $ | 134,178 | $ | 169,941 | $ | 198,337 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.92 | % | 0.91 | % | 0.91 | % | 0.90 | % | 0.91 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.85 | % | 0.85 | % | 0.85 | % | 0.85 | % | 0.85 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
6.44 | % | 6.55 | % | 5.45 | % | 3.61 | % | 3.53 | % | |||||||||||||||
| Portfolio Turnover Rate2 |
76 | % | 82 | % | 116 | % | 117 | % | 108 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 9.28 | $ | 9.12 | $ | 10.05 | $ | 10.57 | $ | 9.26 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.62 | 0.62 | 0.52 | 0.41 | 0.39 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
(0.05 | ) | 0.16 | (0.92 | ) | (0.52 | ) | 1.31 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.57 | 0.78 | (0.40 | ) | (0.11 | ) | 1.70 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.62 | ) | (0.62 | ) | (0.53 | ) | (0.41 | ) | (0.39 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 9.23 | $ | 9.28 | $ | 9.12 | $ | 10.05 | $ | 10.57 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
6.32 | % | 8.91 | % | (3.87 | )% | (1.15 | )% | 18.56 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 324,877 | $ | 356,322 | $ | 361,021 | $ | 552,768 | $ | 572,082 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.64 | % | 0.62 | % | 0.61 | % | 0.61 | % | 0.61 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.60 | % | 0.60 | % | 0.60 | % | 0.60 | % | 0.60 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
6.71 | % | 6.81 | % | 5.67 | % | 3.88 | % | 3.77 | % | |||||||||||||||
| Portfolio Turnover Rate2 |
76 | % | 82 | % | 116 | % | 117 | % | 108 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 7.70 | $ | 7.82 | $ | 8.70 | $ | 9.67 | $ | 9.65 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.32 | 0.41 | 0.63 | 0.45 | 0.59 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.15 | (0.11 | ) | (0.84 | ) | (0.95 | ) | 0.17 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.47 | 0.30 | (0.21 | ) | (0.50 | ) | 0.76 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.32 | ) | (0.42 | ) | (0.65 | ) | (0.46 | ) | (0.63 | ) | |||||||||||||||
| From net capital gains |
— | — | — | (0.01 | ) | (0.11 | ) | ||||||||||||||||||
| From tax return of capital |
— | — | (0.02 | ) | — | — | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Distributions |
(0.32 | ) | (0.42 | ) | (0.67 | ) | (0.47 | ) | (0.74 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 7.85 | $ | 7.70 | $ | 7.82 | $ | 8.70 | $ | 9.67 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
6.28 | % | 4.01 | % | (2.24 | )% | (5.42 | )% | 7.97 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 7,618 | $ | 6,041 | $ | 3,026 | $ | 2,259 | $ | 2,126 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
1.86 | % | 2.56 | % | 3.90 | % | 2.16 | % | 2.93 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.70 | % | 0.70 | % | 0.70 | % | 0.70 | % | 0.70 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.17 | % | 5.33 | % | 7.93 | % | 4.75 | % | 6.02 | % | |||||||||||||||
| Portfolio Turnover Rate2 |
440 | % | 491 | % | 231 | % | 345 | % | 92 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 7.70 | $ | 7.82 | $ | 8.70 | $ | 9.67 | $ | 9.65 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.34 | 0.42 | 0.67 | 0.45 | 0.65 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.15 | (0.10 | ) | (0.86 | ) | (0.93 | ) | 0.13 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.49 | 0.32 | (0.19 | ) | (0.48 | ) | 0.78 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.34 | ) | (0.44 | ) | (0.67 | ) | (0.48 | ) | (0.65 | ) | |||||||||||||||
| From net capital gains |
— | — | — | (0.01 | ) | (0.11 | ) | ||||||||||||||||||
| From tax return of capital |
— | — | (0.02 | ) | — | — | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Distributions |
(0.34 | ) | (0.44 | ) | (0.69 | ) | (0.49 | ) | (0.76 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 7.85 | $ | 7.70 | $ | 7.82 | $ | 8.70 | $ | 9.67 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
6.50 | % | 4.23 | % | (2.03 | )% | (5.22 | )% | 8.20 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 20,254 | $ | 20,578 | $ | 7,299 | $ | 8,640 | $ | 10,105 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
1.61 | % | 2.30 | % | 3.62 | % | 1.87 | % | 2.68 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.49 | % | 0.49 | % | 0.49 | % | 0.49 | % | 0.49 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.38 | % | 5.53 | % | 8.38 | % | 4.79 | % | 6.56 | % | |||||||||||||||
| Portfolio Turnover Rate2 |
440 | % | 491 | % | 231 | % | 345 | % | 92 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 8.27 | $ | 8.30 | $ | 8.57 | $ | 8.88 | $ | 8.65 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.36 | 0.34 | 0.22 | 0.08 | 0.11 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.12 | (0.03 | ) | (0.26 | ) | (0.31 | ) | 0.23 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.48 | 0.31 | (0.04 | ) | (0.23 | ) | 0.34 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.36 | ) | (0.34 | ) | (0.23 | ) | (0.08 | ) | (0.11 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 8.39 | $ | 8.27 | $ | 8.30 | $ | 8.57 | $ | 8.88 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
5.96 | % | 3.82 | % | (0.46 | )% | (2.65 | )% | 3.91 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 109,774 | $ | 152,721 | $ | 298,833 | $ | 474,682 | $ | 445,538 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.63 | % | 0.62 | % | 0.63 | % | 0.62 | % | 0.62 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.63 | % | 0.62 | % | 0.63 | % | 0.62 | % | 0.62 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.38 | % | 4.08 | % | 2.66 | % | 0.87 | % | 1.22 | % | |||||||||||||||
| Portfolio Turnover Rate2 |
454 | % | 461 | % | 450 | % | 347 | % | 256 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 8.27 | $ | 8.30 | $ | 8.58 | $ | 8.88 | $ | 8.65 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.38 | 0.35 | 0.24 | 0.09 | 0.12 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.12 | (0.03 | ) | (0.28 | ) | (0.30 | ) | 0.24 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.50 | 0.32 | (0.04 | ) | (0.21 | ) | 0.36 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.38 | ) | (0.35 | ) | (0.24 | ) | (0.09 | ) | (0.13 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 8.39 | $ | 8.27 | $ | 8.30 | $ | 8.58 | $ | 8.88 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
6.17 | % | 4.03 | % | (0.37 | )% | (2.34 | )% | 4.12 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 827,339 | $ | 1,111,745 | $ | 1,479,311 | $ | 2,018,926 | $ | 2,034,540 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.43 | % | 0.42 | % | 0.42 | % | 0.41 | % | 0.42 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.43 | % | 0.42 | % | 0.42 | % | 0.41 | % | 0.42 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.57 | % | 4.31 | % | 2.85 | % | 1.07 | % | 1.39 | % | |||||||||||||||
| Portfolio Turnover Rate2 |
454 | % | 461 | % | 450 | % | 347 | % | 256 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 10.68 | $ | 10.73 | $ | 11.08 | $ | 11.48 | $ | 11.18 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.46 | 0.44 | 0.22 | 0.09 | 0.13 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.15 | (0.06 | ) | (0.28 | ) | (0.40 | ) | 0.30 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.61 | 0.38 | (0.06 | ) | (0.31 | ) | 0.43 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.46 | ) | (0.43 | ) | (0.29 | ) | (0.09 | ) | (0.13 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 10.83 | $ | 10.68 | $ | 10.73 | $ | 11.08 | $ | 11.48 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
5.81 | % | 3.77 | % | (0.48 | )% | (2.74 | )% | 3.83 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 11 | $ | 10 | $ | 776 | 2 | $ | 1,709 | $ | 88 | ||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.71 | % | 0.70 | % | 0.72 | % | 0.72 | % | 0.73 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.71 | % | 0.70 | % | 0.72 | % | 0.72 | % | 0.73 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.28 | % | 4.18 | % | 2.05 | % | 0.80 | % | 1.11 | % | |||||||||||||||
| Portfolio Turnover Rate3 |
454 | % | 461 | % | 450 | % | 347 | % | 256 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Represents the whole number without rounding to the 000s. |
| 3 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 6.18 | $ | 6.24 | $ | 6.89 | $ | 7.83 | $ | 7.29 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.45 | 0.45 | 0.51 | 0.73 | 0.47 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
(0.02 | ) | (0.05 | ) | (0.54 | ) | (0.94 | ) | 0.54 | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.43 | 0.40 | (0.03 | ) | (0.21 | ) | 1.01 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.44 | ) | (0.46 | ) | (0.62 | ) | (0.73 | ) | (0.47 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 6.17 | $ | 6.18 | $ | 6.24 | $ | 6.89 | $ | 7.83 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
7.27 | % | 6.67 | % | (0.23 | )% | (2.99 | )% | 14.14 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 43,931 | $ | 52,304 | $ | 50,681 | $ | 16,813 | $ | 15,471 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
1.51 | % | 1.49 | % | 1.86 | % | 3.02 | % | 2.73 | % | |||||||||||||||
| After expense waivers and reimbursements |
1.04 | % | 1.04 | % | 1.04 | % | 1.04 | % | 2.28 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
7.22 | % | 7.26 | % | 8.24 | % | 9.71 | % | 6.12 | % | |||||||||||||||
| Portfolio Turnover Rate2 |
237 | % | 260 | % | 177 | % | 77 | % | 24 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 6.18 | $ | 6.24 | $ | 6.89 | $ | 7.83 | $ | 7.29 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.46 | 0.46 | 0.57 | 0.76 | 0.46 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
(0.01 | ) | (0.05 | ) | (0.59 | ) | (0.95 | ) | 0.56 | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.45 | 0.41 | (0.02 | ) | (0.19 | ) | 1.02 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.46 | ) | (0.47 | ) | (0.63 | ) | (0.75 | ) | (0.48 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 6.17 | $ | 6.18 | $ | 6.24 | $ | 6.89 | $ | 7.83 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
7.53 | % | 7.10 | % | — | % | (2.76 | )% | 14.19 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 21,091 | $ | 22,938 | $ | 15,540 | $ | 9,310 | $ | 9,799 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
1.26 | % | 1.22 | % | 1.65 | % | 2.77 | % | 2.08 | %2 | |||||||||||||||
| After expense waivers and reimbursements |
0.80 | % | 0.80 | % | 0.80 | % | 0.80 | % | 2.08 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
7.44 | % | 7.46 | % | 9.08 | % | 10.06 | % | 5.92 | % | |||||||||||||||
| Portfolio Turnover Rate3 |
237 | % | 260 | % | 177 | % | 77 | % | 24 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Includes recoupment of past waived fees. Excluding the recoupment of past waived fees, the ratio would have been 1.93%. |
| 3 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | Period Ended March 31, 2022 | |||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Net Asset Value, Beginning of Period |
$ | 8.34 | $ | 8.45 | $ | 9.36 | $ | 10.00 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Income from Investment Operations: |
||||||||||||||||||||
| Net investment income1 |
0.49 | 0.42 | 0.21 | 0.05 | ||||||||||||||||
| Net realized and unrealized gain (loss) |
0.41 | (0.07 | ) | (0.88 | ) | (0.61 | ) | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Total Income (Loss) from Investment Operations |
0.90 | 0.35 | (0.67 | ) | (0.56 | ) | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Less Distributions: |
||||||||||||||||||||
| From net investment income |
(0.55 | ) | (0.41 | ) | (0.24 | ) | (0.08 | ) | ||||||||||||
| From tax return of capital |
— | (0.05 | ) | — | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Total Distributions |
(0.55 | ) | (0.46 | ) | (0.24 | ) | (0.08 | ) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Net Asset Value, End of Period |
$ | 8.69 | $ | 8.34 | $ | 8.45 | $ | 9.36 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Total Return |
11.11 | % | 4.33 | % | (7.15 | )% | (5.60 | )%2 | ||||||||||||
| Ratios/Supplemental Data: |
||||||||||||||||||||
| Net Assets, end of period (in thousands) |
$ | 3,120 | $ | 44 | $ | 50 | $ | 16 | ||||||||||||
| Ratio of Expenses to Average Net Assets |
||||||||||||||||||||
| Before expense waivers and reimbursements |
2.53 | % | 4.15 | % | 3.35 | % | 2.15 | %3 | ||||||||||||
| After expense waivers and reimbursements |
0.70 | % | 0.70 | % | 0.70 | % | 0.79 | %3 | ||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
||||||||||||||||||||
| After expense waivers and reimbursements |
5.74 | % | 5.13 | % | 2.43 | % | 0.97 | %3 | ||||||||||||
| Portfolio Turnover Rate4 |
333 | % | 312 | % | 312 | % | 276 | %2 | ||||||||||||
| * | The Sustainable Securitized Fund Class M Shares commenced operations on October 1, 2021. |
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Non‑Annualized. |
| 3 | Annualized. |
| 4 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | Period Ended March 31, 2022 | |||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Net Asset Value, Beginning of Period |
$ | 8.35 | $ | 8.45 | $ | 9.37 | $ | 10.00 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Income from Investment Operations: |
||||||||||||||||||||
| Net investment income1 |
0.56 | 0.47 | 0.23 | 0.05 | ||||||||||||||||
| Net realized and unrealized gain (loss) |
0.35 | (0.09 | ) | (0.89 | ) | (0.63 | ) | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Total Income (Loss) from Investment Operations |
0.91 | 0.38 | (0.66 | ) | (0.58 | ) | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Less Distributions: |
||||||||||||||||||||
| From net investment income |
(0.57 | ) | (0.43 | ) | (0.26 | ) | (0.05 | ) | ||||||||||||
| From tax return of capital |
— | (0.05 | ) | — | — | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Total Distributions |
(0.57 | ) | (0.48 | ) | (0.26 | ) | (0.05 | ) | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Net Asset Value, End of Period |
$ | 8.69 | $ | 8.35 | $ | 8.45 | $ | 9.37 | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Total Return |
11.21 | % | 4.67 | % | (7.04 | )% | (5.87 | )%2 | ||||||||||||
| Ratios/Supplemental Data: |
||||||||||||||||||||
| Net Assets, end of period (in thousands) |
$ | 13,780 | $ | 7,715 | $ | 8,361 | $ | 10,655 | ||||||||||||
| Ratio of Expenses to Average Net Assets |
||||||||||||||||||||
| Before expense waivers and reimbursements |
2.53 | % | 3.82 | % | 2.93 | % | 1.80 | %3 | ||||||||||||
| After expense waivers and reimbursements |
0.49 | % | 0.49 | % | 0.49 | % | 0.49 | %3 | ||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
||||||||||||||||||||
| After expense waivers and reimbursements |
6.56 | % | 5.67 | % | 2.61 | % | 0.94 | %3 | ||||||||||||
| Portfolio Turnover Rate4 |
333 | % | 312 | % | 312 | % | 276 | %2 | ||||||||||||
| * | The Sustainable Securitized Fund Class I Shares commenced operations on October 1, 2021. |
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Non‑Annualized. |
| 3 | Annualized. |
| 4 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 9.02 | $ | 9.28 | $ | 10.19 | $ | 10.82 | $ | 11.12 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.38 | 0.37 | 0.28 | 0.13 | 0.15 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.06 | (0.26 | ) | (0.91 | ) | (0.63 | ) | 0.24 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.44 | 0.11 | (0.63 | ) | (0.50 | ) | 0.39 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.38 | ) | (0.37 | ) | (0.28 | ) | (0.13 | ) | (0.15 | ) | |||||||||||||||
| From net capital gains |
— | — | — | (0.00 | )2 | (0.54 | ) | ||||||||||||||||||
| Total Distributions |
(0.38 | ) | (0.37 | ) | (0.28 | ) | (0.13 | ) | (0.69 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 9.08 | $ | 9.02 | $ | 9.28 | $ | 10.19 | $ | 10.82 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
4.96 | % | 1.24 | % | (6.10 | )% | (4.69 | )% | 3.31 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 2,650,908 | $ | 3,826,231 | $ | 6,442,440 | $ | 6,213,223 | $ | 7,154,434 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.65 | % | 0.66 | % | 0.67 | % | 0.65 | % | 0.67 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.65 | % | 0.66 | % | 0.67 | % | 0.65 | % | 0.67 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.18 | % | 4.11 | % | 3.04 | % | 1.17 | % | 1.28 | % | |||||||||||||||
| Portfolio Turnover Rate3 |
418 | % | 450 | % | 426 | % | 467 | % | 470 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Amount is greater than $(0.005) per share. |
| 3 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 9.02 | $ | 9.28 | $ | 10.18 | $ | 10.82 | $ | 11.12 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.40 | 0.39 | 0.30 | 0.15 | 0.17 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.05 | (0.26 | ) | (0.90 | ) | (0.64 | ) | 0.24 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.45 | 0.13 | (0.60 | ) | (0.49 | ) | 0.41 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.40 | ) | (0.39 | ) | (0.30 | ) | (0.15 | ) | (0.17 | ) | |||||||||||||||
| From net capital gains |
— | — | — | (0.00 | )2 | (0.54 | ) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Distributions |
(0.40 | ) | (0.39 | ) | (0.30 | ) | (0.15 | ) | (0.71 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 9.07 | $ | 9.02 | $ | 9.28 | $ | 10.18 | $ | 10.82 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
5.06 | % | 1.45 | % | (5.80 | )% | (4.58 | )% | 3.54 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 21,821,702 | $ | 31,087,119 | $ | 38,399,347 | $ | 46,961,971 | $ | 52,980,073 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.44 | % | 0.45 | % | 0.45 | % | 0.44 | % | 0.45 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.44 | % | 0.45 | % | 0.45 | % | 0.44 | % | 0.45 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.40 | % | 4.35 | % | 3.19 | % | 1.38 | % | 1.49 | % | |||||||||||||||
| Portfolio Turnover Rate3 |
418 | % | 450 | % | 426 | % | 467 | % | 470 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Amount is greater than $(0.005) per share. |
| 3 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 9.02 | $ | 9.28 | $ | 10.18 | $ | 10.82 | $ | 11.12 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Income from Investment Operations: |
||||||||||||||||||||
| Net investment income1 |
0.39 | 0.38 | 0.29 | 0.14 | 0.15 | |||||||||||||||
| Net realized and unrealized gain (loss) |
0.05 | (0.26 | ) | (0.89 | ) | (0.64 | ) | 0.27 | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total Income (Loss) from Investment Operations |
0.44 | 0.12 | (0.60 | ) | (0.50 | ) | 0.42 | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Less Distributions: |
||||||||||||||||||||
| From net investment income |
(0.39 | ) | (0.38 | ) | (0.30 | ) | (0.14 | ) | (0.18 | ) | ||||||||||
| From net capital gains |
— | — | — | (0.00 | )2 | (0.54 | ) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total Distributions |
(0.39 | ) | (0.38 | ) | (0.30 | ) | (0.14 | ) | (0.72 | ) | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Net Asset Value, End of Year |
$ | 9.07 | $ | 9.02 | $ | 9.28 | $ | 10.18 | $ | 10.82 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total Return |
4.99 | % | 1.39 | % | (5.87 | )% | (4.65 | )% | 3.65 | % | ||||||||||
| Ratios/Supplemental Data: |
||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 38,130 | $ | 67,699 | $ | 102,076 | $ | 170,455 | $ | 116,857 | ||||||||||
| Ratio of Expenses to Average Net Assets |
||||||||||||||||||||
| Before expense waivers and reimbursements |
0.51 | % | 0.51 | % | 0.52 | % | 0.52 | % | 0.52 | % | ||||||||||
| After expense waivers and reimbursements |
0.51 | % | 0.51 | % | 0.52 | % | 0.52 | % | 0.52 | % | ||||||||||
| Ratio of Net Investment Income to Average Net Assets |
||||||||||||||||||||
| After expense waivers and reimbursements |
4.32 | % | 4.28 | % | 3.06 | % | 1.33 | % | 1.32 | % | ||||||||||
| Portfolio Turnover Rate3 |
418 | % | 450 | % | 426 | % | 467 | % | 470 | % | ||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Amount is greater than $(0.005) per share. |
| 3 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 9.03 | $ | 9.29 | $ | 10.19 | $ | 10.83 | $ | 11.13 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.37 | 0.36 | 0.27 | 0.12 | 0.13 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.05 | (0.26 | ) | (0.90 | ) | (0.65 | ) | 0.24 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.42 | 0.10 | (0.63 | ) | (0.53 | ) | 0.37 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.37 | ) | (0.36 | ) | (0.27 | ) | (0.11 | ) | (0.13 | ) | |||||||||||||||
| From net capital gains |
— | — | — | (0.00 | )2 | (0.54 | ) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Distributions |
(0.37 | ) | (0.36 | ) | (0.27 | ) | (0.11 | ) | (0.67 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 9.08 | $ | 9.03 | $ | 9.29 | $ | 10.19 | $ | 10.83 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
4.71 | % | 1.12 | % | (6.10 | )% | (4.89 | )% | 3.19 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 439,772 | $ | 1,191,464 | $ | 1,549,862 | $ | 1,963,315 | $ | 2,083,842 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.78 | % | 0.78 | % | 0.78 | % | 0.77 | % | 0.78 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.78 | % | 0.78 | % | 0.78 | % | 0.77 | % | 0.78 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.04 | % | 4.01 | % | 2.83 | % | 1.06 | % | 1.15 | % | |||||||||||||||
| Portfolio Turnover Rate3 |
418 | % | 450 | % | 426 | % | 467 | % | 470 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Amount is greater than $(0.005) per share. |
| 3 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 8.46 | $ | 8.70 | $ | 9.55 | $ | 10.15 | $ | 10.46 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.38 | 0.37 | 0.29 | 0.15 | 0.17 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.05 | (0.24 | ) | (0.85 | ) | (0.60 | ) | 0.23 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.43 | 0.13 | (0.56 | ) | (0.45 | ) | 0.40 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.38 | ) | (0.37 | ) | (0.29 | ) | (0.15 | ) | (0.17 | ) | |||||||||||||||
| From net capital gains |
— | — | — | (0.00 | )2 | (0.54 | ) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Distributions |
(0.38 | ) | (0.37 | ) | (0.29 | ) | (0.15 | ) | (0.71 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 8.51 | $ | 8.46 | $ | 8.70 | $ | 9.55 | $ | 10.15 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
5.18 | % | 1.58 | % | (5.79 | )% | (4.50 | )% | 3.65 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 10,002,933 | $ | 15,803,141 | $ | 17,622,821 | $ | 22,197,865 | $ | 24,605,977 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.37 | % | 0.37 | % | 0.37 | % | 0.36 | % | 0.37 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.37 | % | 0.37 | % | 0.37 | % | 0.36 | % | 0.37 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.47 | % | 4.43 | % | 3.26 | % | 1.47 | % | 1.57 | % | |||||||||||||||
| Portfolio Turnover Rate3 |
418 | % | 450 | % | 426 | % | 467 | % | 470 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Amount is greater than $(0.005) per share. |
| 3 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 4.09 | $ | 4.10 | $ | 4.18 | $ | 4.25 | $ | 4.23 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.17 | 0.17 | 0.09 | 0.02 | 0.02 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.06 | (0.00 | )2 | (0.07 | ) | (0.07 | ) | 0.02 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.23 | 0.17 | 0.02 | (0.05 | ) | 0.04 | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.17 | ) | (0.18 | ) | (0.10 | ) | (0.02 | ) | (0.02 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 4.15 | $ | 4.09 | $ | 4.10 | $ | 4.18 | $ | 4.25 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
5.82 | % | 4.14 | % | 0.49 | % | (1.14 | )% | 1.03 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 11,205 | $ | 12,917 | $ | 19,995 | $ | 39,477 | $ | 61,925 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
1.06 | % | 0.84 | % | 0.75 | % | 0.64 | % | 0.65 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.23 | % | 4.25 | % | 2.24 | % | 0.49 | % | 0.49 | % | |||||||||||||||
| Portfolio Turnover Rate3 |
553 | % | 544 | % | 479 | % | 336 | % | 210 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Amount is greater than $(0.005) per share. |
| 3 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 4.10 | $ | 4.11 | $ | 4.18 | $ | 4.26 | $ | 4.23 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.18 | 0.18 | 0.10 | 0.03 | 0.03 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.06 | (0.01 | ) | (0.06 | ) | (0.08 | ) | 0.03 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.24 | 0.17 | 0.04 | (0.05 | ) | 0.06 | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.18 | ) | (0.18 | ) | (0.11 | ) | (0.03 | ) | (0.03 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 4.16 | $ | 4.10 | $ | 4.11 | $ | 4.18 | $ | 4.26 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
5.98 | % | 4.31 | % | 0.90 | % | (1.21 | )% | 1.43 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 35,222 | $ | 37,783 | $ | 101,852 | $ | 158,258 | $ | 181,248 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.90 | % | 0.66 | % | 0.60 | % | 0.49 | % | 0.48 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.34 | % | 0.34 | % | 0.34 | % | 0.34 | % | 0.34 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
4.39 | % | 4.37 | % | 2.40 | % | 0.66 | % | 0.67 | % | |||||||||||||||
| Portfolio Turnover Rate2 |
553 | % | 544 | % | 479 | % | 336 | % | 210 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 10.31 | $ | 10.41 | $ | 11.17 | $ | 11.96 | $ | 11.12 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.65 | 0.65 | 0.51 | 0.30 | 0.30 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.07 | (0.09 | ) | (0.74 | ) | (0.66 | ) | 0.93 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.72 | 0.56 | (0.23 | ) | (0.36 | ) | 1.23 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.64 | ) | (0.65 | ) | (0.53 | ) | (0.30 | ) | (0.30 | ) | |||||||||||||||
| From net capital gains |
— | — | — | (0.13 | ) | (0.09 | ) | ||||||||||||||||||
| From tax return of capital |
— | (0.01 | ) | — | — | — | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Distributions |
(0.64 | ) | (0.66 | ) | (0.53 | ) | (0.43 | ) | (0.39 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 10.39 | $ | 10.31 | $ | 10.41 | $ | 11.17 | $ | 11.96 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
7.23 | % | 5.57 | % | (1.93 | )% | (3.15 | )% | 11.14 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 135,199 | $ | 141,736 | $ | 160,181 | $ | 214,792 | $ | 258,424 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
1.03 | %2 | 1.04 | %3 | 1.04 | % | 1.02 | % | 1.03 | % | |||||||||||||||
| After expense waivers and reimbursements |
1.03 | % | 1.04 | % | 1.04 | % | 1.02 | % | 1.03 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
6.27 | % | 6.37 | % | 4.81 | % | 2.50 | % | 2.56 | % | |||||||||||||||
| Portfolio Turnover Rate4 |
188 | % | 257 | % | 223 | % | 182 | % | 165 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Includes recoupment of past waived fees. Excluding the recoupment of past waived fees, the ratio would have been 1.03%. |
| 3 | Includes recoupment of past waived fees. Excluding the recoupment of past waived fees, the ratio would have been 1.04%. |
| 4 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 10.30 | $ | 10.40 | $ | 11.16 | $ | 11.95 | $ | 11.12 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.67 | 0.68 | 0.53 | 0.33 | 0.33 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.08 | (0.10 | ) | (0.73 | ) | (0.66 | ) | 0.92 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.75 | 0.58 | (0.20 | ) | (0.33 | ) | 1.25 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.67 | ) | (0.67 | ) | (0.56 | ) | (0.33 | ) | (0.33 | ) | |||||||||||||||
| From net capital gains |
— | — | — | (0.13 | ) | (0.09 | ) | ||||||||||||||||||
| From tax return of capital |
— | (0.01 | ) | — | — | — | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Distributions |
(0.67 | ) | (0.68 | ) | (0.56 | ) | (0.46 | ) | (0.42 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 10.38 | $ | 10.30 | $ | 10.40 | $ | 11.16 | $ | 11.95 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
7.53 | % | 5.87 | % | (1.65 | )% | (2.88 | )% | 11.35 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 2,133,046 | $ | 2,035,211 | $ | 2,353,053 | $ | 3,648,832 | $ | 3,271,289 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.75 | % | 0.75 | % | 0.76 | % | 0.74 | % | 0.75 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.75 | % | 0.75 | % | 0.76 | % | 0.74 | % | 0.75 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
6.53 | % | 6.65 | % | 5.04 | % | 2.79 | % | 2.82 | % | |||||||||||||||
| Portfolio Turnover Rate2 |
188 | % | 257 | % | 223 | % | 182 | % | 165 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
| Year Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||||
| Net Asset Value, Beginning of Year |
$ | 10.30 | $ | 10.40 | $ | 11.15 | $ | 11.94 | $ | 11.11 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Income from Investment Operations: |
|||||||||||||||||||||||||
| Net investment income1 |
0.68 | 0.69 | 0.56 | 0.34 | 0.34 | ||||||||||||||||||||
| Net realized and unrealized gain (loss) |
0.07 | (0.10 | ) | (0.74 | ) | (0.66 | ) | 0.92 | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Income (Loss) from Investment Operations |
0.75 | 0.59 | (0.18 | ) | (0.32 | ) | 1.26 | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Less Distributions: |
|||||||||||||||||||||||||
| From net investment income |
(0.68 | ) | (0.68 | ) | (0.57 | ) | (0.34 | ) | (0.34 | ) | |||||||||||||||
| From net capital gains |
— | — | — | (0.13 | ) | (0.09 | ) | ||||||||||||||||||
| From tax return of capital |
— | (0.01 | ) | — | — | — | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Distributions |
(0.68 | ) | (0.69 | ) | (0.57 | ) | (0.47 | ) | (0.43 | ) | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Net Asset Value, End of Year |
$ | 10.37 | $ | 10.30 | $ | 10.40 | $ | 11.15 | $ | 11.94 | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
||||||||||||||||
| Total Return |
7.49 | % | 5.93 | % | (1.50 | )% | (2.83 | )% | 11.44 | % | |||||||||||||||
| Ratios/Supplemental Data: |
|||||||||||||||||||||||||
| Net Assets, end of year (in thousands) |
$ | 476,776 | $ | 397,728 | $ | 352,297 | $ | 120,524 | $ | 63,815 | |||||||||||||||
| Ratio of Expenses to Average Net Assets |
|||||||||||||||||||||||||
| Before expense waivers and reimbursements |
0.69 | % | 0.70 | %2 | 0.70 | % | 0.69 | % | 0.69 | % | |||||||||||||||
| After expense waivers and reimbursements |
0.69 | % | 0.70 | % | 0.70 | % | 0.69 | % | 0.69 | % | |||||||||||||||
| Ratio of Net Investment Income to Average Net Assets |
|||||||||||||||||||||||||
| After expense waivers and reimbursements |
6.60 | % | 6.73 | % | 5.41 | % | 2.87 | % | 2.88 | % | |||||||||||||||
| Portfolio Turnover Rate3 |
188 | % | 257 | % | 223 | % | 182 | % | 165 | % | |||||||||||||||
| 1 | Per share numbers have been calculated using the average share method. |
| 2 | Includes recoupment of past waived fees. Excluding the recoupment of past waived fees, the ratio would have been 0.69%. |
| 3 | The portfolio turnover rate includes mortgage dollar roll transactions and taxable corporate actions. |
JULY 29
Statement of Additional Information
TCW METWEST HIGH YIELD BOND FUND (“High Yield Bond Fund”)
(I Share: MWHIX; M Share: MWHYX)
TCW METWEST INVESTMENT GRADE CREDIT FUND (“Investment Grade Credit Fund”)
(I Share: MWIGX; M Share: MWISX)
TCW METWEST LOW DURATION BOND FUND (“Low Duration Bond Fund”)
(I Share: MWLIX; M Share: MWLDX; Admin Share: MWLNX)
TCW METWEST STRATEGIC INCOME FUND (“Strategic Income Fund”)
(I Share: MWSIX; M Share: MWSTX)
TCW METWEST SUSTAINABLE SECURITIZED FUND (“Sustainable Securitized Fund”)
(I Share: MWESX; M Share: MWERX)
TCW METWEST TOTAL RETURN BOND FUND (“Total Return Bond Fund”)
(I Share: MWTIX; I-2 Share: MWTTX; M Share: MWTRX; Admin Share: MWTNX; Plan Share: MWTSX)
TCW METWEST ULTRA SHORT BOND FUND (“Ultra Short Bond Fund”)
(I Share: MWUIX; M Share: MWUSX)
TCW METWEST UNCONSTRAINED BOND FUND (“Unconstrained Bond Fund”)
(I Share: MWCIX; M Share: MWCRX; Plan Share: MWCPX)
This Statement of Additional Information (“SAI”) is not a prospectus but contains information in addition to, and more detailed than, that set forth in the Prospectus, dated the same date, which describes each of the separate investment series (each a “Fund” and collectively the “Funds”) of TCW Metropolitan West Funds (the “Trust”). This SAI should be read in conjunction with the Funds’ Prospectus. A Prospectus may be obtained without charge by writing to TCW Metropolitan West Funds, 515 South Flower Street Los Angeles, California 90071, by calling (800) 241-4671, or by visiting www.tcw.com. This SAI, although not itself a prospectus, is incorporated by reference herein to the Prospectus in its entirety. Each Fund’s audited financial statements and the reports of the Funds’ independent registered public accounting firm are incorporated by reference herein from the Trust’s Form N-CSR.
TABLE OF CONTENTS
| THE TRUST | 3 | |
| INVESTMENT OBJECTIVES AND POLICIES | 3 | |
| 3 | ||
| SECURITIES AND TECHNIQUES USED BY THE FUNDS | 6 | |
| 6 | ||
| 7 | ||
| 7 | ||
| 8 | ||
| 8 | ||
| 9 | ||
| 11 | ||
| 12 | ||
| 13 | ||
| 13 | ||
| 14 | ||
| 15 | ||
| 15 | ||
| 15 | ||
| 16 | ||
| 16 | ||
| 24 | ||
| 25 | ||
| 25 | ||
| 26 | ||
| 28 | ||
| 29 | ||
| 30 | ||
| 30 | ||
| 30 | ||
| 33 | ||
| 34 | ||
| 34 | ||
| 35 | ||
| 35 | ||
| 35 | ||
| 35 | ||
| 36 | ||
| 36 | ||
| 36 | ||
| 37 | ||
| 37 | ||
| 37 | ||
| MANAGEMENT | 37 | |
| 37 | ||
| 38 | ||
| 43 | ||
| INFORMATION ABOUT EACH TRUSTEE’S QUALIFICATIONS, EXPERIENCE, ATTRIBUTES OR SKILLS |
43 | |
| 45 | ||
| 46 | ||
| 46 | ||
| 46 | ||
| 47 |
2
| 49 | ||
| 49 | ||
| 56 | ||
| 58 | ||
| 60 | ||
| 63 | ||
| 64 | ||
| 65 | ||
| 65 | ||
| 66 | ||
| 67 | ||
| 68 | ||
| NET ASSET VALUE | 68 | |
| CONVERSION OF SHARES BETWEEN CLASSES | 69 | |
| REDEMPTION IN KIND | 69 | |
| DIVIDENDS AND TAX STATUS | 70 | |
| FURTHER INFORMATION ABOUT THE TRUST | 72 | |
| ADDITIONAL INFORMATION | 72 | |
| 72 | ||
| 72 | ||
| 73 | ||
| FINANCIAL STATEMENTS | 73 | |
| APPENDIX — DESCRIPTION OF RATINGS | 73 |
THE TRUST
The Trust was organized on December 9, 1996 as a Delaware statutory trust and is registered with the U.S. Securities and Exchange Commission (“SEC”) as an open-end, management investment company. The Trust currently consists of eight separate series, each of which has separate assets and liabilities. Each series of the Trust is a diversified fund. Each series of the Trust other than the Low Duration Bond Fund, the Total Return Bond Fund and the Unconstrained Bond Fund has two classes of shares of beneficial interest, Class M and Class I, each with a par value of $0.01 per share. The Low Duration Bond Fund and the Total Return Bond Fund each also has an Administrative Class of shares of beneficial interest, each with a par value of $0.01 per share. The Total Return Bond Fund and the Unconstrained Bond Fund each also has a Plan Class of shares of beneficial interest, with a par value of $0.01 per share. The Total Return Bond Fund additionally has an I-2 Class of shares of beneficial interest, with a par value of $0.01 per share. The Trust’s Board of Trustees (“Board of Trustees”) decides matters of general policy and reviews the activities of the Adviser. The Trust’s officers conduct and supervise the daily business operations of the Trust. The Board of Trustees may, at its own discretion, create additional series of shares and classes within each series.
INVESTMENT OBJECTIVES AND POLICIES
The investment objective of each Fund is described in the Prospectus.
The portfolio and strategies with respect to the composition of each Fund are described in the applicable Prospectus.
INVESTMENT RESTRICTIONS
Each Fund has adopted the following restrictions (in addition to those indicated in the Prospectus) as fundamental policies, which may not be changed without the favorable vote of the holders of a “majority” of that Fund’s outstanding voting securities, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the vote of the holders of a “majority” of a Fund’s outstanding voting securities means the vote of the holders of the lesser of (i) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of its outstanding shares are represented or (ii) more than 50% of the outstanding shares.
3
Except as noted, no Fund may:
| 1. | Purchase any security, other than obligations of the U.S. government, its agencies, or instrumentalities (“U.S. government securities”) or mutual funds, if as a result of that purchase: (i) with respect to 75% of its total assets, more than 5% of the Fund’s total assets (determined at the time of investment) would then be invested in securities of a single issuer, or (ii) more than 25% of the Fund’s total assets (determined at the time of investment) would be invested in one or more issuers having their principal business activities in a single industry. For purposes of the industry concentration test, (a) finance company subsidiaries will be considered to be in the industries of their parent companies if their activities are primarily related to financing the activities of the parent companies; and (b) utilities will be regarded as separate industries based on their services; for example, electric, natural gas, telephone, among others, will each be considered a separate industry . |
| 2. | Purchase securities on margin (but any Fund may obtain such short-term credits as may be necessary for the clearance of transactions and may otherwise borrow as expressly permitted by the Prospectus or this SAI) provided that the deposit or payment by a Fund of initial or maintenance margin in connection with futures or options is not considered the purchase of a security on margin. |
| 3. | Make short sales of securities or maintain a short position, unless at all times when a short position is open it owns an equal amount of collateral consisting of liquid securities or such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities sold short (short sale against-the-box), and unless not more than 25% of the Fund’s net assets (331/3% for the High Yield Bond Fund, Investment Grade Credit Fund, Strategic Income Fund and Sustainable Securitized Fund) (taken at current value) is held as collateral for such sales at any one time. |
| 4. | Issue senior securities, borrow money or pledge its assets, except that any Fund may borrow from a bank for temporary or emergency purposes in amounts not exceeding 10% (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) and may pledge its assets to secure such borrowings. The High Yield Bond Fund, Investment Grade Credit Fund, Strategic Income Fund, Sustainable Securitized Fund and Unconstrained Bond Fund may borrow from a bank in amounts not exceeding 331/3% of its total assets (including borrowings) and may pledge its assets to secure such borrowings. The Funds may borrow from banks or enter into reverse repurchase agreements and pledge assets in connection therewith, but only if, to the extent required by applicable law, immediately after each borrowing there is asset coverage of at least 300%, except for borrowing for temporary administrative purposes on an unsecured basis in an amount not to exceed 5% of total assets. |
| 5. | Purchase any security (other than U.S. government securities) if as a result of that purchase, with respect to 75% of the Fund’s total assets, the Fund would then hold more than 10% of the outstanding voting securities of an issuer. |
| 6. | Act as an underwriter except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an underwriter under certain federal securities laws. |
| 7. | Make investments for the purpose of exercising control or management. (However, this does not prohibit representatives of the Fund or the Adviser from participating on creditor’s committees with respect to the Fund’s portfolio investments.) |
| 8. | Participate on a joint or joint and several basis in any trading account in securities that would be restricted or prohibited by the 1940 Act, except to the extent the Fund has received an exemptive order from the Securities and Exchange Commission (“SEC”) permitting such account or otherwise is in compliance with interpretive guidance from the staff of the SEC. (As of the date of this SAI, the Trust has neither obtained nor applied for such an order.) |
| 9. | Invest in commodities, except that the Fund may invest in futures contracts, options on futures contracts and other instruments, such as swaps, that are regulated by the Commodity Futures Trading Commission (“CFTC”) to the extent permitted by the CFTC’s regulations, so that either (a) the aggregate initial margin and premiums required to establish the positions in those futures contracts and other CFTC-regulated instruments do not exceed five percent of the respective Fund’s liquidation value (after taking into account unrealized profits and losses on those positions) or (b) the net aggregate notional value or obligation of all futures contracts and other CFTC-regulated instruments do not exceed the liquidation value of the Fund’s portfolio at the time the most recent position was established (after taking into account unrealized profits and losses on those positions). (This exception is an operating policy that may be changed without shareholder approval, consistent with applicable regulations.) |
| 10. | Lend money or other assets to other persons in any form or manner except as permitted to the fullest extent by the 1940 Act and other applicable law. To the extent the following activities constitute loans within the meaning |
4
| of applicable law, none of the following are prohibited: (i) acquiring floating rate instruments, corporate loans, bonds, debentures or other corporate debt securities; (ii) investing in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers acceptances, repurchase agreements or any similar instruments; and (iii) lending its portfolio securities. (The Low Duration Bond Fund is not permitted to loan its portfolio securities.) |
| 11. | Purchase or sell real estate or interests in real estate, except that the Fund may purchase securities backed by real estate or interests therein, or issued by companies, including real estate investment trusts, which invest in real estate or interests therein. (For purposes of this restriction, investments by a Fund in mortgage-backed securities and other securities representing interests in mortgage pools shall not constitute the purchase or sale of real estate or interests in real estate or real estate mortgage loans.) |
In addition, the Trust has adopted the following non-fundamental policies, which may be changed without shareholder approval, so that no Fund will: (a) notwithstanding the investment restrictions in (1) above, purchase any security, other than U.S. government securities or mutual funds, if as a result of that purchase, with respect to 100% of that Fund’s total assets, more than 5% of its total assets (determined at the time of investment) would then be invested in securities of a single issuer, except with respect to the debt obligations of any non-US sovereign government rated, at the time of purchase, A- or above by Fitch Ratings, Inc., A- or above by S&P Global Ratings, or A3 or above by Moody’s Investors Service, Inc., or, if unrated, debt obligations deemed by the Adviser to be of comparable quality, in which case the limit shall be 15%, provided that this restriction does not apply to the High Yield Bond Fund, Investment Grade Credit Fund, Strategic Income Fund, Sustainable Securitized Fund and Unconstrained Bond Fund; (b) invest more than 15% of its net assets in illiquid investments, excluding investments that have been determined to be liquid pursuant to procedures adopted by the Board of Trustees such as restricted securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”); (c) purchase securities of other investment companies, except in connection with a merger, consolidation, reorganization or other acquisition of assets or except as disclosed in the Prospectus or this SAI, but not more than 3% of the total outstanding stock of such company would be owned by the Fund and its affiliates; and (d) invest in securities of registered open-end investment companies or unit investment trusts in reliance on Sections 12(d)(1)(F) or (G) of the 1940 Act or any successor provisions. Notwithstanding the diversification limits described above, Rule 5b-2 adopted under the 1940 Act allows the Trust and each Fund to disregard for purposes of those limits the total value of securities issued or guaranteed by a single guarantor so long as the value of all securities owned by a Fund issued or guaranteed by a common guarantor does not exceed 10% of the value of the total assets of that Fund.
Investment restrictions based on a percentage of a Fund’s net or total assets generally will be based at the time of investment in a security or instrument, except for investments that would constitute a senior security. Typically, a mark-to-market valuation would be used to test compliance with the investment restriction. For example, the market value of a position in a swap contract that is purchased would be used for these purposes rather than the initial purchase price or the notional value or reference value of the contract. The Fund would look through any affiliated investment company in which it invests for purposes of testing the industry concentration limit under investment restriction No. 1 above. Also, for purposes of investment restriction No. 1 above with respect to industry concentration, each Fund relies on categories from recognized industry references such as the U.S. Department of Labor’s Standard Industrial Classification (SIC codes) or Bloomberg’s Industry Sub-Groups, as determined to be reasonable and up-to-date by the Adviser. For this purpose, the Funds analyze privately issued mortgage-backed securities and asset-backed securities to determine the particular industry categories that apply to those securities. Also, for this purpose, please see the discussion under “Mortgage-Related Securities” related to the treatment of those securities under the industry concentration limit.
80% Investment Requirement
Certain Funds are required to invest at least 80% of the value of their net assets in accordance with the investment focus their name suggests (“80% investment requirement”). If applicable to a Fund, the Principal Investment Strategies section of the Fund’s prospectus describes the 80% investment requirement for that Fund. If a Fund is unable to meet the 80% investment requirement as a result of its purchase of a security or entering into an investment, the Fund must take prompt corrective action to return to compliance with this requirement. However, if a Fund is unable to meet the 80% investment requirement due to market fluctuation, large cash inflows/redemptions or a sale of a security (or exiting an investment), the Fund’s future investments must be made in a manner that will bring the Fund into compliance (or closer to being in compliance with that requirement). In this latter situation, the Adviser has discretion on how to return to compliance in a prudent manner that best serves the interests of the Fund and its shareholders. For example, a Fund need not return to compliance within 2 days, even if doing so is technically possible, if such an approach would harm the Fund or its shareholders by, for instance, causing the Fund to purchase illiquid assets at a premium.
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SECURITIES AND TECHNIQUES USED BY THE FUNDS
The following provides more detailed information about securities and techniques used by the Funds and the risks associated with them.
GENERAL
The Funds will attempt to achieve their objectives by investing in the following types of securities (that may be issued by domestic or foreign entities) such as but not limited to: (i) U.S. government and agency securities; (ii) corporate debt securities, including bonds, notes and debentures; (iii) corporate and asset-backed commercial paper; (iv) mortgage and other asset-backed securities, including CMOs and REMICs (see “Mortgage Related Securities”); (v) variable and floating rate debt securities (including inverse floaters); (vi) subordinated corporate, mortgage, and asset-backed securities; (vii) structured debentures, bonds and notes; (viii) collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other collateralized debt obligations (“CDOs”), including CDO equity and preference shares; (ix) bank certificates of deposit; (x) fixed time deposits and bankers’ acceptances; (xi) money market securities, including non-U.S. money market securities; (xii) repurchase agreements and reverse repurchase agreements; (xiii) debt securities that are convertible into or exchangeable for equity securities (“convertible securities”); (xiv) warrants; (xv) preferred and common equity securities; (xvi) obligations of foreign governments or their subdivisions, agencies and instrumentalities; (xvii) obligations of international agencies (such as the Agency for International Development) or supranational entities; (xviii) loan participations and assignments; (xix) derivatives (including but not limited to swap agreements such as credit default swaps, index credit default swaps, total return swaps, interest rate swaps, swaptions and net interest margins); (xx) privately placed and Rule 144A securities; (xxi) leveraged loans; (xxii) mezzanine investments; (xxiii) futures and options on futures relating to currencies, indexes and other financial factors; (xxiv) bank loans or loan participations; (xxv) defaulted debt securities; (xxvi) dollar rolls; (xxvii) sell buybacks; (xxviii) other mutual funds, including Exchange Traded Funds (“ETFs”), such as iShares; (xxix) TRAC-X related securities (TRAC-X is an index of credit default swaps);(xxx) unrated securities; (xxxi) municipal bonds and securities and (xxxii) bridge loans.
There is no limitation on the percentage of a Fund’s assets that may be committed to any of these types of securities, except to the extent that a security may be deemed to be illiquid. As new fixed income products and securities are developed, the Adviser may invest in those opportunities for the Funds as well.
Note that preferred stocks normally differ greatly from common stocks, with which most people are familiar. Although preferred stock can possess many characteristics of equity, such as the right to convert to common stock, preferred stock often possesses characteristics of bonds because it operates like debt, plus interest, owed to the owner of the preferred stock.
Because each Fund may invest up to 25% of its total assets in mutual funds that invest in stocks or bonds or other “baskets” of securities (such as ETFs), subject to other limits under applicable law, investors should know that a Fund would pay the additional fees and expenses of a mutual fund investment. Each Fund also may invest an unlimited amount of its cash in a money market fund. This would result in an additional layer of management fees and expenses for shareholders in a Fund. To the extent the acquiring Fund pays a sales load, distribution fee, or service fee on acquired fund shares (if it does), the Adviser must waive a sufficient amount of its advisory fee to offset the cost of the loads or distribution fees. The Funds also may invest in other affiliated funds to the extent permitted by applicable rule. Additional information (if applicable) is available in the Prospectus.
Each Fund may invest in debt securities or other obligations whose issuers are in default. However, under normal conditions, each Fund will not invest more than 5% (15% for the High Yield Bond Fund) of its total assets in debt securities or other obligations whose issuers are in default at the time of purchase.
A Fund may hold equity securities under certain circumstances, including, but not limited to, the resolution of a default or bankruptcy of a bond issuer, the entry of an issuer into receivership, a corporate or securities transaction by the issuer that affects securities held by the Fund, or the exercise by the Fund of conversion or purchase rights associated with a convertible or other fixed-income security purchased by the Fund. These equity securities may include a wide range of securities and instruments, including those listed above, that have risk and other characteristics of stocks or of both stocks and bonds.
By holding and investing in equity securities, a Fund may expose an investor to certain risks that could cause the investor to lose money, particularly if there is a sudden decline in a holding’s share price or an overall decline in the stock market. Equity securities are not expected to represent a material portion of a Fund’s portfolio unless the Fund exercises conversion or purchase rights or otherwise receives equity securities other than through the direct purchase of those equity securities.
The value of an investment in a Fund could decline because of equity securities held by the Fund based on the day-to-day fluctuation or the decline in their value related to movements in the stock market, as well as in response to the activities of individual companies. In addition, some of the equity securities that a Fund would obtain as a result of the special circumstances described above could be subject to restrictions on transfer or sale that may reduce their market value compared to freely tradable securities.
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Each investment process incorporates an assessment of a broad range of existing and emergent material factors to promote well-informed investment choices. Such factors include, but are not limited to, the evaluation of investor rights, management independence, product safety, disaster risk, supply chain resilience, environmental and climate risk hazards, and labor relations. Each Fund’s management team uses a combination of proprietary research, third-party data, and engagement with companies, issuers, countries, industry standard setters, and others to assess the relevance and materiality of these factors to an investment’s performance. (All these sources may not be used in every instance.) Evaluating financially material factors such as these as part of the investment analysis (alongside traditional financial metrics) informs investment decision-making with the goal of improving risk-adjusted returns, consistent with our investment objectives.
CREDIT RATINGS
The Prospectus describes the permissible range of credit ratings (generally assigned by a Nationally Recognized Statistical Rating Organization) for the securities in which each Fund is permitted to invest. Securities rated Baa are considered by Moody’s to have speculative characteristics. For Baa/BBB rated securities, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher grade securities. Securities rated below BBB or Baa are considered to be below “investment grade” and are judged to be predominantly speculative with respect to their capacity to pay interest and repay principal in accordance with the terms of their obligations and are commonly known as “junk bonds.” The Investment Grade Credit Fund and Ultra Short Bond Fund each may invest up to 10% of its total assets in debt securities rated below investment grade at the time of purchase. The Low Duration Bond Fund, Sustainable Securitized Fund and Total Return Bond Fund each may invest up to 20% of its total assets in securities rated below investment grade at the time of purchase. The Strategic Income Fund and Unconstrained Bond Fund each may invest up to 50% of its total assets in debt securities rated below investment grade at the time of purchase. The High Yield Bond Fund will invest at least 80% of its total assets in junk bonds if rated as such by at least one of the nationally recognized statistical rating organizations.
Unpredicted and unforeseen economic and other external events can affect the credit ratings of portfolio securities, resulting in the assignment of a lower rating for a security or perhaps resulting in a security not being rated. Such downgrades can, in turn, adversely impact the average dollar-weighted credit quality of the Fund. This would not require the Fund to sell the security, but the Adviser will consider such an event (among other factors) in determining whether the Fund should continue to hold the security in the portfolio. The Adviser may assign credit ratings to unrated securities based on criteria which are, in the Adviser’s opinion, relevant to assessing the credit quality of the security, such as but not limited to the credit worthiness of the issuer, risk of default, issuer asset valuations, securities with comparable risk profiles and the issuer’s financial fundamentals, such as revenue. When calculating the average credit quality of a Fund, the Adviser also may assign a credit rating to equity securities held as a means of assessing the overall portfolio, absent any external sources.
DURATION
In selecting fixed-income securities for the Funds, the Adviser makes use of the concept of duration. Duration is a measure of the expected life of a fixed-income security on a present value basis. Most debt obligations provide interest (“coupon”) payments in addition to a final (“par”) payment at maturity. Some obligations also have call provisions. Depending on the relative magnitude of these payments, the market values of debt obligations may respond differently to changes in the level and structure of interest rates. Duration takes the length of time intervals between the present time and the time that the interest and principal payments are scheduled or, in the case of a mortgage-backed, asset-backed, or callable bond, expected to be received, and weights them by the present values of the cash to be received at each future point in time.
For any fixed-income security with interest payments occurring before the payment of principal, duration is ordinarily less than maturity. In general, all other things being equal, the lower the stated or coupon rate of interest of a fixed-income security, the longer the duration of the security; conversely, the higher the stated or coupon rate of interest of a fixed-income security, the shorter the duration of the security. There are some situations where even the standard duration calculation does not properly reflect the interest rate exposure of a security. In these and other similar situations, the Adviser will use more sophisticated analytical techniques that incorporate the economic life of a security into the determination of its interest rate exposure. A Fund’s computation of duration is based on estimated rather than known factors. Thus, there can be no assurance that any particular portfolio duration will at all times be achieved by a Fund.
Futures, options and options on futures have durations, which, in general, are closely related to the duration of the securities that underlie them. Holding long futures or call option positions will lengthen a Fund’s duration by approximately the same amount that holding an equivalent amount of the underlying securities would.
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Short futures or put option positions have durations roughly equal to the negative of the duration of the securities that underlie those positions, and have the effect of reducing portfolio duration by approximately the same amount that selling an equivalent amount of the underlying securities would.
There are some situations where even the standard duration calculation does not properly reflect the interest rate exposure of a security. For example, floating and variable rate securities often have final maturities of ten or more years; however, their interest rate exposure corresponds to the frequency that coupon is reset. Another example where the interest rate exposure is not properly captured by duration is the case of mortgage pass-through securities. The stated final maturity of such securities is generally 30 years, but current prepayment rates are more critical in determining the securities’ interest rate exposure. In these and other similar situations, the Adviser will use more sophisticated analytical techniques that incorporate the economic life of a security into the determination of its interest rate exposure.
Assuming an expected average duration of 0.75 years for the Ultra Short Bond Fund, a 1% decline in interest rates would cause the Fund to gain 0.75% in value; likewise, a 1% rise in interest would produce a decline of 0.75% in the Fund’s value. Assuming an expected average duration of 5 years for the Investment Grade Fund, a 1% decline in interest rates would cause the Fund to gain 5% in value; likewise, a 1% rise in interest rates would produce a decline of 5% in the Fund’s value. Assuming an expected average duration of 2 years for the Low Duration Bond Fund or the Strategic Income Fund, a 1% decline in interest rates would cause each Fund to gain 2% in value; likewise, a 1% rise in interest rates would produce a decline of 2% in each Fund’s value. Assuming an expected average duration of 4.5 years for the Sustainable Securitized Fund and Total Return Bond Fund, a 1% decline in interest rates would cause each Fund to gain 4.5% in value; likewise, a 1% rise in interest rates would produce a decline of 4.5% in each Fund’s value. Assuming an expected average duration of 4 years for the High Yield Bond Fund or Unconstrained Bond Fund, a 1% decline in interest rates would cause each Fund to gain 4% in value; likewise a 1% rise in interest would produce a decline of 4% in each Fund’s value. Other factors such as changes in credit quality, prepayments, the shape of the yield curve and liquidity affect the net asset value of the Funds and may be correlated with changes in interest rates. These factors can increase swings in the Fund’s share prices during periods of volatile interest rate changes.
EVENT DRIVEN AND SPECIAL SITUATION STRATEGIES
Event driven and special situation strategies involve attempting to predict the outcome of a particular transaction as well as the best time at which to commit capital to such a transaction. These strategies are designed to benefit from price movements caused by anticipated corporate events such as a merger, acquisition, spin-off, liquidation, reorganization or other special situations. The Funds believe that carefully selected investments in vehicles related to these events could enhance the Funds’ capital appreciation potential. The success or failure of these strategies usually depends on whether the Adviser accurately predicts the outcome and timing of the transaction event. Also, major market declines that could cause transactions to be re-priced or fail, may have a negative impact on the strategy. Investments in special situations may be illiquid, as determined by the Adviser based on policies established by the Board of Trustees. The Funds will not invest more than 15% of their net assets in illiquid investments, including special situations.
INVESTMENT STRATEGIES OF THE STRATEGIC INCOME FUND
The Fund expects to employ various strategies, including: relative value/arbitrage strategies; market-timing strategies; event driven and special situation strategies; long-short or market-neutral equity strategies; and other strategies discussed in the Prospectus. These strategies are intended to provide absolute (positive) returns regardless of general market conditions; however, the values of the Fund’s investments may change with market conditions, and so will the value of an investment in the Fund. There is no guarantee that the Fund’s strategy will achieve positive results.
RELATIVE VALUE/ARBITRAGE STRATEGIES: Arbitrage strategies include investing both long and short in related securities or other instruments to take advantage of perceived discrepancies in market prices. Arbitrage strategies typically employ leverage. These strategies may include, but are not limited to: capital structure arbitrage, which involves seeking out mispriced securities a corporation may use for funding, and hedging the capital structure of this entity; convertible arbitrage, which is hedged investing in the convertible securities of a company such as buying the convertible bond and shorting the common stock of the same company; commodities/futures arbitrage, which involves arbitraging intra- and inter-market discrepancies among the various commodity and interest rate futures markets; and fixed income or interest rate arbitrage, which involves buying long and short different debt securities, interest rate swap arbitrage, and U.S. and non-U.S. government bond arbitrage.
MARKET-TIMING STRATEGIES: These strategies are designed to benefit from cyclical relationships that exist in certain markets, sectors and security types. Examples include: interest rate timing, yield curve relationships and arbitrage, and sector and issue allocations. Interest rate timing is based on the premise that interest rates have historically exhibited a cyclical pattern. Real interest rates (nominal interest rates less inflation) have been higher during economic expansions and have decreased as the economy slows. The Adviser uses this relationship to set the average duration of the Fund to benefit over a full market cycle from changes in interest rates.
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This investment process uses cost averages of new investments to adjust the duration of the Fund higher as real interest rates rise beyond their historic normal levels, and adjusts the duration lower as real interest rates move lower. At times, the portfolio’s average duration may be negative if real interest rates are negative. Yield curve relationships and arbitrage presumes that like interest rates, the relationship between bonds of various maturities has been highly variable across the economic cycle. The Fund seeks to take advantage of these movements both with relative value trades as described above and by concentrating the portfolio in the historically most undervalued sections of the yield curve. These strategies seek to benefit from the cyclical changes that occur in the shape of the yield curve. Sector and issue allocation investments are where the Adviser strives to benefit from cyclical changes between sectors of the fixed income markets. This is accomplished by using relative value and historical benchmarks to determine when sectors are undervalued. It might be implemented through long-only positions or a combination of long and short positions. The Adviser will use fundamental research to find individual issuers of securities that the Adviser believes are undervalued and have high income and the potential for price appreciation. The success of a market-timing strategy is dependent on several factors, including the Adviser’s ability to accurately predict market events and relationships.
LONG-SHORT OR MARKET-NEUTRAL EQUITY STRATEGIES: These strategies are designed to exploit equity market inefficiencies and generally involve being simultaneously invested in long and short matched equity portfolios of the same size, usually in the same sector or market. Under these strategies, the Adviser seeks to hold stocks “long” that the Adviser believes will perform better than comparable stocks, and sell stocks “short” that the Adviser believes will underperform comparable stocks, drawing on analyses of earnings, timing, pricing, or other factors. This type of investing may reduce market risk, but effective stock analysis and stock picking are essential to obtaining positive results.
INVESTMENT PRACTICES AND RISK CONSIDERATIONS
The following tables and discussion provide more detail about the specific investment practices, security types and risk considerations of the Funds.
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| High Yield Bond Fund |
Investment Grade Credit Fund |
Low Duration Bond Fund |
Strategic Income Fund | |||||
| Asset-Backed Securities |
✓ | ✓ | ✓ | |||||
| Bank Loans; Participations and Assignments |
✓ | ✓ | ✓ | ✓ | ||||
| Bank Obligations |
✓ | ✓ | ✓ | ✓ | ||||
| Below Investment Grade Mortgage-Backed Securities | ✓ | ✓ | ||||||
| Borrowing |
✓ | ✓ | ✓ | ✓ | ||||
| Collateralized Debt Obligations |
✓ | ✓ | ✓ | ✓ | ||||
| Convertible Securities |
✓ | ✓ | ✓ | ✓ | ||||
| Corporate Debt and Other Obligations |
✓ | ✓ | ✓ | ✓ | ||||
| Credit Linked Notes |
✓ | ✓ | ✓ | |||||
| Delayed Funding Loans and Revolving Credit Facilities |
✓ | ✓ | ✓ | ✓ | ||||
| Derivatives |
||||||||
| • Forward Currency Exchange Contracts |
✓ | ✓ | ✓ | ✓ | ||||
| • Futures Contracts and Options on Futures Contracts |
✓ | ✓ | ✓ | ✓ | ||||
| • Options |
✓ | ✓ | ✓ | ✓ | ||||
| • Structured Notes |
✓ | ✓ | ✓ | ✓ | ||||
| • Swap Agreements |
✓ | ✓ | ✓ | ✓ | ||||
| Distressed and Defaulted Securities |
✓ | ✓ | ✓ | |||||
| Dollar Rolls |
✓ | ✓ | ✓ | ✓ | ||||
| Emerging Market Countries and Sovereign Debt Obligations |
✓ | ✓ | ✓ | ✓ | ||||
| Foreign Securities |
✓ | ✓ | ✓ | ✓ | ||||
| High Yield Securities or “Junk Bonds” |
✓ | ✓ | ✓ | ✓ | ||||
| Illiquid Investments |
✓ | ✓ | ✓ | ✓ | ||||
| Loans of Portfolio Securities |
✓ | ✓ | ✓ | |||||
| Mezzanine Investments | ✓ | ✓ | ||||||
| Mortgage-Related Securities |
✓ | ✓ | ✓ | |||||
| Municipal Securities |
✓ | ✓ | ✓ | |||||
| Non-U.S. Money Market Securities |
✓ | ✓ | ||||||
| Preferred Stock |
✓ | |||||||
| Repurchase Agreements |
✓ | ✓ | ✓ | ✓ | ||||
| Reverse Repurchase Agreements |
✓ | ✓ | ✓ | ✓ | ||||
| Sale-Buybacks |
✓ | ✓ | ✓ | ✓ | ||||
| Short Sales |
✓ | ✓ | ||||||
| U.S. Government Securities |
✓ | ✓ | ✓ | ✓ | ||||
| Warrants |
✓ | ✓ | ✓ | |||||
| When-Issued Securities |
✓ | ✓ | ✓ | ✓ |
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| Sustainable Securitized Fund |
Total Return Bond Fund |
Ultra Short Bond Fund |
Unconstrained Bond Fund | |||||
| Asset-Backed Securities |
✓ | ✓ | ✓ | ✓ | ||||
| Bank Loans; Participations and Assignments |
✓ | ✓ | ✓ | |||||
| Bank Obligations |
✓ | ✓ | ✓ | ✓ | ||||
| Below Investment Grade Mortgage-Backed Securities |
✓ | ✓ | ✓ | ✓ | ||||
| Borrowing |
✓ | ✓ | ✓ | ✓ | ||||
| Collateralized Debt Obligations |
✓ | ✓ | ✓ | |||||
| Convertible Securities |
✓ | ✓ | ✓ | ✓ | ||||
| Corporate Debt and Other Obligations |
✓ | ✓ | ✓ | ✓ | ||||
| Credit Linked Notes |
✓ | ✓ | ✓ | |||||
| Delayed Funding Loans and Revolving Credit Facilities |
✓ | ✓ | ✓ | ✓ | ||||
| Derivatives |
||||||||
| • Forward Currency Exchange Contracts |
✓ | ✓ | ✓ | |||||
| • Futures Contracts and Options on Futures Contracts |
✓ | ✓ | ✓ | ✓ | ||||
| • Options |
✓ | ✓ | ✓ | ✓ | ||||
| • Structured Notes |
✓ | ✓ | ✓ | ✓ | ||||
| • Swap Agreements |
✓ | ✓ | ✓ | ✓ | ||||
| Distressed and Defaulted Securities |
✓ | ✓ | ✓ | ✓ | ||||
| Dollar Rolls |
✓ | ✓ | ✓ | ✓ | ||||
| Emerging Market Countries and Sovereign Debt Obligations |
✓ | ✓ | ✓ | ✓ | ||||
| Foreign Securities |
✓ | ✓ | ✓ | ✓ | ||||
| High Yield Securities or “Junk Bonds” |
✓ | ✓ | ✓ | ✓ | ||||
| Illiquid Investments |
✓ | ✓ | ✓ | ✓ | ||||
| Loans of Portfolio Securities |
✓ | ✓ | ✓ | ✓ | ||||
| Mezzanine Investments |
✓ | |||||||
| Mortgage-Related Securities |
✓ | ✓ | ✓ | |||||
| Municipal Securities |
✓ | ✓ | ||||||
| Non-U.S. Money Market Securities |
✓ | ✓ | ||||||
| Preferred Stock |
✓ | |||||||
| Repurchase Agreements |
✓ | ✓ | ✓ | ✓ | ||||
| Reverse Repurchase Agreements |
✓ | ✓ | ✓ | ✓ | ||||
| Sale-Buybacks |
✓ | ✓ | ✓ | ✓ | ||||
| Short Sales |
✓ | ✓ | ✓ | ✓ | ||||
| U.S. Government Securities |
✓ | ✓ | ✓ | ✓ | ||||
| Warrants |
✓ | |||||||
| When-Issued Securities |
✓ | ✓ | ✓ | ✓ |
ASSET-BACKED SECURITIES
The Funds may invest in securities issued by trusts and special purpose corporations with principal and interest payouts backed by, or supported by, any of various types of assets. These assets typically include receivables related to the purchase of automobiles, credit card loans, and home equity loans. These securities generally take the form of a structured type of security, including pass-through, pay-through, and stripped interest payout structures, such as Principal only (PO) and Interest only (IO) bonds, similar to the CMO structure. Investments in these and other types of asset-backed securities must be consistent with the investment objectives and policies of the Funds.
The yield characteristics of asset-backed securities differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. As a result, if the Funds purchase such a security at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Alternatively, if the Funds purchase these securities at a discount, faster than expected prepayments will increase, while slower than expected prepayments will reduce, yield to maturity. The Adviser will seek to manage these risks (and potential benefits) by diversifying its investments in such securities and through hedging techniques.
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Asset-backed securities involve certain risks that are not posed by mortgage-related securities, resulting mainly from the fact that asset-backed securities do not usually contain the complete benefit of a security interest in the related collateral. For example, credit card receivables generally are unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, some of which may reduce the ability to obtain full payment. In the case of automobile receivables, due to various legal and economic factors, proceeds from repossessed collateral may not always be sufficient to support payments on these securities.
BANK LOANS; PARTICIPATIONS AND ASSIGNMENTS
The Funds may purchase participations in commercial loans, or may purchase assignments of these loans. This indebtedness may be secured or unsecured. Loan participations typically represent direct participation in a loan made to a corporate borrower, and generally are offered by banks or other financial institutions or lending syndicates. The Funds may participate in such syndications, or can buy part of a loan, becoming a part lender. When purchasing loan participations, a Fund assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with an interposed bank or other financial intermediary. The participation interests in which a Fund intends to invest may not be rated by any nationally recognized rating service. Participations and assignments also involve special types of risk, including interest rate risk, liquidity risk, and the risks of being a lender. If the Fund purchases a participation, it may be able to enforce its rights only through the lender, and may assume the credit risk of the lender in addition to the borrower.
A loan is often administered by an agent bank acting as agent for all holders. The agent bank administers the terms of the loan, as specified in the loan agreement. In addition, the agent bank is normally responsible for the collection of principal and interest payments from the corporate borrower and the apportionment of these payments to the credit of all institutions that are parties to the loan agreement. Unless, under the terms of the loan or other indebtedness, a Fund has direct recourse against the corporate borrower, the Fund may have to rely on the agent bank or other financial intermediary to apply appropriate credit remedies against a corporate borrower.
A financial institution’s employment as agent bank might be terminated if it fails to observe a requisite standard of care or becomes insolvent. A successor agent bank would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan agreement should remain available to holders of such indebtedness. However, if assets held by the agent bank for the benefit of a Fund were determined to be subject to the claims of the agent bank’s general creditors, the Fund might incur certain costs and delays in realizing payment on a loan or loan participation and could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (e.g., an insurance company or governmental agency) similar risks may arise.
Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the corporate borrower for payment of principal and interest. If a Fund does not receive scheduled interest or principal payments on such indebtedness, the Fund’s share price and yield could be adversely affected. Loans that are fully secured offer a Fund more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower’s obligation, or that the collateral can be liquidated.
The Funds may invest in loan participations with credit quality comparable to that of issuers of its securities investments. Indebtedness of companies whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. Some companies may never pay off their indebtedness, or may pay only a small fraction of the amount owned. Consequently, when investing in indebtedness of companies with poor credit, a Fund bears a substantial risk of losing the entire amount invested.
Loan assignments, loan participations, delayed funding loans, revolving credit facilities, bridge loans and other types of direct indebtedness may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Adviser believes to be a fair price. Certain types of loans, such as bridge loans (especially those in which the High Yield Bond Fund may invest) may provide certain types of equity features such as warrants and conversion rights. Those equity-type instruments and investments involve additional risks of an investment in equity, including potentially significant changes in value, difficulty in accurately valuing them, a lack of liquidity, and a significant loss on the investment, and the possibility that the particular right could expire worthless if not exercised.
In addition, valuation of illiquid indebtedness involves a greater degree of judgment in determining a Fund’s net asset value than if that value were based on available market quotations, and could result in significant variations in the Fund’s daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. As the market for different types of indebtedness continues to develop, the liquidity of these instruments is expected to improve. In addition, the Funds currently intend to treat indebtedness for which there is no readily available market as illiquid for purposes of the Funds’ limitation on illiquid investments. To the extent this is the case, a Fund would consider the loan participation as illiquid and subject to the Fund’s restriction on investing no more than 15% of its net assets in illiquid investments. (See also the discussion below entitled “Illiquid Investments.”)
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Each Fund limits the amount of its total assets that it will invest in any one issuer or in issuers within the same industry (see “Investment Restrictions”). For purposes of these limits, a Fund will generally treat the corporate borrower as the “issuer” of indebtedness held by the Fund. In the case of loan participations where a bank or other lending institution serves as a financial intermediary between the Fund and the corporate borrower, SEC interpretations require the Fund to treat both the lending bank or other lending institution and the corporate borrower as “issuers” for the purpose of determining whether the Fund has invested more than 5% of its total assets in a single issuer. Treating a financial intermediary as an issuer of indebtedness may restrict the Funds’ ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.
Loans and other types of direct indebtedness may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Adviser believes to be a fair price. In addition, valuation of illiquid indebtedness involves a greater degree of judgment in determining a Fund’s net asset value than if the value were based on available market quotations, and could result in significant variations in the Fund’s daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. As the market for different types of indebtedness develops, the liquidity of these instruments is expected to improve. In addition, the Funds currently intend to treat indebtedness for which there is no readily available market as illiquid for purposes of the Fund’s limitation on illiquid investments. The liquidity of each loan investment will be reviewed according to the requirements of the Funds’ liquidity policy established by the Board of Trustees. Investments in loan participations are considered to be debt obligations for purposes of any investment restriction relating to the lending of funds or assets by a Fund.
Investments in loans through a direct assignment of the financial institution’s interests with respect to the loan may involve additional risks to the Funds. In an assignment, the Funds would acquire a contractual relationship with the borrower and associated rights against that borrower. For example, if the loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held liable as co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation.
BANK OBLIGATIONS
Bank obligations in which the Funds may invest include certificates of deposit, bankers’ acceptances and time deposits. Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specific return. Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties that vary depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such deposits.
Obligations of foreign banks involve somewhat different risks than those affecting obligations of United States banks, including the possibility that their liquidity could be impaired because of future political and economic developments, that their obligations may be less marketable than comparable obligations of United States banks, that a foreign jurisdiction might impose withholding taxes on interest income payable on those obligations, that foreign deposits may be seized or nationalized, that foreign governmental restrictions such as exchange controls may be adopted which might adversely affect the payment of principal or interest on those obligations and that the selection of those obligations may be more difficult because there may be less publicly available information concerning foreign banks or the accounting, auditing and financial reporting standards, and practices and requirements applicable to foreign banks that differ from those applicable to United States banks. Foreign banks are not generally subject to examination by any U.S. government agency or instrumentality.
BELOW INVESTMENT GRADE MORTGAGE-BACKED SECURITIES
The Sustainable Securitized Fund may invest up to 15% of its total assets in residential mortgage-backed securities (“RMBS”) and commercial mortgage-backed securities (“CMBS”) that are rated below investment grade or, if unrated, determined by the Adviser to be of comparable quality. Other Funds may invest to a lesser extent in below investment grade RMBS and CMBS. In addition to the risks discussed below with respect to mortgage-related securities generally, RMBS and CMBS rated below investment grade carry additional risks. RMBS and CMBS rated below investment grade generally carry greater liquidity risk than their investment grade counterparts. Historically, the market for these securities, and for below investment grade asset-backed securities in general, has been characterized at times by less liquidity than the market for comparable investment grade securities, particularly during the financial crisis of 2007 and 2008. In the aftermath of that period, the market for such securities has improved and become more transparent, but the asset class remains complicated.
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The Adviser has extensive experience analyzing, managing and trading below investment grade RMBS and CMBS. A below investment grade RMBS or CMBS may be classified as liquid only if the Adviser reasonably expects that the below investment grade RMBS or CMBS can be disposed of in current market conditions within seven (7) calendar days without the sale or disposition significantly changing the market value of the RMBS or CMBS, based on a number of factors including, but not limited to, bid and ask spreads, frequency of trades or quotes, number of dealers willing to purchase or sell the security, rating history of the security, whether there are contractual penalties for unwinding a purchase or contractual restrictions on trading, and other factors relating to the trading history of the security and corporate events of the issuer (such as bankruptcy or reorganization). The Adviser also conducts ongoing evaluations of the below investment grade RMBS and CMBS held by a Fund, including extensive risk management processes with respect to the liquidity of those investments.
While the Adviser generally intends to invest in markets that are liquid, depending on market conditions, market liquidity for lower-rated investments may be more likely to deteriorate than for higher-rated investments. Dealers in below investment grade mortgage-backed securities play an important role in providing liquidity, but are under no obligation to do so and may stop providing liquidity at any time. The impact of recent regulatory changes may further limit the ability or willingness of dealers to provide liquidity. Changing regulatory and market conditions, especially conditions in the housing market or changes to the status of the issuers of these securities, may adversely affect the liquidity of a Fund’s investments. These risks may be magnified in a rising interest rate environment or in other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity.
The risks discussed below under “Mortgage-Related Securities” also apply to below investment grade mortgage-backed securities.
BORROWING
The High Yield Bond Fund, Investment Grade Credit Fund, Strategic Income Fund, Sustainable Securitized Fund and Unconstrained Bond Fund may borrow money to the extent permitted under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time. This means that, in general, these Funds may borrow money from banks for any purpose on a secured basis in an amount up to one-third of the Fund’s total assets. These Funds may also borrow for temporary administrative purposes on an unsecured basis in an amount not to exceed 5% of the Fund’s total assets.
The Investment Grade Credit Fund, Low Duration Bond Fund, Sustainable Securitized Fund, Total Return Bond Fund and Ultra Short Bond Fund, may borrow for temporary, emergency or investment purposes up to the amount permitted by its fundamental investment restrictions. This borrowing may be unsecured. The provisions of the 1940 Act require a Fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes. Any borrowings for temporary administrative purposes in excess of the Fund’s total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, a Fund may be required to sell some of its portfolio holdings within three days to reduce debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
Borrowing subjects a Fund to interest costs that may or may not be recovered by appreciation of the securities purchased, and can exaggerate the effect on net asset value of any increase or decrease in the market value of a Fund’s portfolio. This is the speculative factor known as leverage.
As discussed further below, a Fund also may enter into certain transactions, including reverse repurchase agreements, that can be viewed as constituting a form of borrowing or financing transaction by the Fund. To the extent a Fund covers its commitment under a reverse purchase agreement (or economically similar transaction) by the designation of assets determined in accordance with procedures adopted by the Board of Trustees to be equal in value to the amount of the Fund’s commitment to repurchase, such an agreement will not be considered a “senior security” by the Fund and therefore will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the Funds. Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a Fund’s portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by appreciation of the securities purchased. A Fund also may be required to maintain minimum average balances in connection with such borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
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COLLATERALIZED DEBT OBLIGATIONS (“CDOs”), INCLUDING COLLATERALIZED BOND OBLIGATIONS (“CBOs”) AND OTHER COLLATERALIZED LOAN OBLIGATIONS (“CLOs”)
The Funds may invest in CBOs, CLOs and other CDOs, which are debt instruments backed solely by a pool of other debt securities. The risks of an investment in a CBO, CLO or other CDO depend largely on the type of the collateral securities (which would have the risks described elsewhere in this document for that type of security) and the class of the CBO, CLO or other CDO in which a Fund invests. Some CBOs, CLOs and other CDOs have credit ratings, but are typically issued in various classes with various priorities. Normally, CBOs, CLOs and other CDOs are privately offered and sold (that is, not registered under the securities laws) and may be characterized by the Funds as illiquid investments, but an active dealer market may exist for CBOs, CLOs and other CDOs that qualify for Rule 144A transactions. In addition to the normal interest rate, default and other risks of fixed income securities discussed elsewhere in this document, CBOs, CLOs and other CDOs carry additional risks, including: distributions from collateral securities may not be adequate to make interest or other payments; the quality of the collateral may decline in value or default; the CBOs, CLOs or other CDOs in which the Funds invest may be subordinate to other classes or may experience volatility in values; and the complex structure of the security may not be fully understood at the time of investment, potentially producing disputes with the issuer or unexpected investment results.
CONVERTIBLE SECURITIES
The Funds may invest in convertible securities of domestic or foreign issuers that meet the ratings criteria set forth in the Prospectus. A convertible security is a fixed-income security (a bond or preferred stock) which may be converted at a stated price within a specific period of time into a certain quantity of common stock or other equity securities of the same or a different issuer.
Convertible securities rank senior to common stock in a corporation’s capital structure but are usually subordinated to similar non-convertible securities. While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar non-convertible security), a convertible security also offers an investor the opportunity, through its conversion feature, to participate in the capital attendant upon a market price advance in the convertible security’s underlying common stock.
In general, the market value of a convertible security is at least the higher of its “investment value” (i.e., its value as a fixed-income security) or its “conversion value” (i.e., its value upon conversion into its underlying stock). As a fixed-income security, a convertible security tends to increase in market value when interest rates decline and tends to decrease in value when interest rates rise. However, the price of a convertible security is also influenced by the market value of the security’s underlying stock. The price of a convertible security tends to increase as the market value of the underlying stock rises, whereas it tends to decrease as the market value of the underlying stock declines. While no securities investment is without some risk, investments in convertible securities generally entail less risk than investments in the stock of the same issuer.
With respect to the Strategic Income Fund, because the investment characteristics of each convertible security vary, that variety enables the Fund to use convertible securities in different ways to pursue its investment objective of maximizing long-term total return without tracking any particular markets or indices. For example, the Fund can invest in: convertible securities that provide a relatively high level of income, with less appreciation potential; convertible securities that have high appreciation potential and a relatively low level of income; or convertible securities that provide some combination of both income and appreciation potential.
CORPORATE DEBT AND OTHER OBLIGATIONS
The Funds may invest in corporate debt securities, variable and floating rate debt securities and corporate commercial paper in the rating categories described above. Floating rate securities normally have a rate of interest that is set as a specific percentage of a designated base rate, such as the rate on Treasury bonds or bills or the prime rate at a major commercial bank. The interest rate on floating rate securities changes periodically when there is a change in the designated base rate. Variable rate securities provide for a specified periodic adjustment in the interest rate based on prevailing market rates.
The Funds may invest in corporate debt securities with contractual call provisions that permit the seller of the security to repurchase the security at a pre-determined price. The market price typically reflects the presence of a call provision.
The Funds may invest in structured debentures and structured notes. These are hybrid instruments with characteristics of both bonds and swap agreements. Like a bond, these securities make regular coupon payments and generally have fixed principal amounts. However, the coupon payments are typically tied to a swap agreement that can be affected by changes in a variety of factors such as exchange rates, the shape of the yield curve and foreign interest rates. Because of these factors, structured debentures and structured notes can display price behavior that is more volatile than and often not correlated to other fixed-income securities. See “Derivative Instruments – Structured Notes” below for additional information.
The Funds may also invest in inverse floaters and tiered index bonds. An inverse floater is a type of derivative that bears a floating or variable interest rate that moves in the opposite direction to the interest rate on another security or index level. Changes in
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the interest rate of the other security or index inversely affect the residual interest rate paid on the inverse floater, with the result that the inverse floater’s price will be considerably more volatile than that of a fixed-rate bond. Tiered index bonds are also a type of derivative instrument. The interest rate on a tiered index bond is tied to a specified index or market rate. So long as this index or market rate is below a predetermined “strike” rate, the interest rate on the tiered index bond remains fixed. If, however, the specified index or market rate rises above the “strike” rate, the interest rate on the tiered index bond will decrease. In general, the interest rates on tiered index bonds and inverse floaters move in the opposite direction of prevailing interest rates. The market for inverse floaters and tiered index bonds is relatively new. These corporate debt obligations may have characteristics similar to those of mortgage-related securities, but corporate debt obligations, unlike mortgage-related securities, are not subject to prepayment risk other than through contractual call provisions that generally impose a penalty for prepayment.
A Fund’s investments in U.S. dollar or foreign currency-denominated corporate debt securities of domestic or foreign issuers are limited to corporate debt securities (corporate bonds, debentures, notes or other similar corporate debt instruments) which meet the minimum ratings criteria set forth for the Fund, or, if unrated, which are in the Adviser’s opinion comparable in quality to corporate debt securities in which the Fund may invest. These criteria are described in the Prospectus. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies.
DELAYED FUNDING LOANS AND REVOLVING CREDIT FACILITIES
The Funds may enter into, or acquire participations in, delayed funding loans and revolving credit facilities, in which a lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. These commitments may have the effect of requiring a Fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). Delayed funding loans and revolving credit facilities are subject to credit, interest rate and liquidity risk of being a lender.
DERIVATIVE INSTRUMENTS
In addition to the asset-backed securities, CBOs, CLOs and other CDOs and mortgage-related securities (including tiered index bonds and inverse floaters) which may be purchased by the Funds, the Funds may utilize certain other financial instruments with performance derived from the performance of an underlying asset (“derivatives”). Each Fund may, but is not required to, use derivative instruments for risk management purposes or as part of its investment strategies. The Funds might not employ any of the strategies described below, and no assurance can be given that any strategy used will succeed. The use of derivatives in general may be subject to management risk, credit risk, market risk, liquidity risk, lack of availability or other unanticipated risks.
Derivatives utilized by a Fund may involve the purchase and sale of derivative instruments. Derivatives may relate to a wide variety of underlying instruments, including equity and debt securities, indexes, interest rates, currencies and other assets. Certain derivative instruments which a Fund may use and the risks of those instruments are described in further detail elsewhere in this Statement of Additional Information. A Fund may in the future also utilize derivatives techniques, instruments and strategies that may be newly developed or permitted as a result of regulatory changes, consistent with the Fund’s investment objective and policies. Such newly developed techniques, instruments and strategies may involve risks different than or in addition to those described herein. No assurance can be given that any derivatives strategy employed by a Fund will be successful.
The regulation of derivatives markets in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, which was signed into law in 2010, granted significant authority to the SEC and the CFTC to impose comprehensive regulations on the over-the-counter and cleared derivatives markets. These regulations include, but are not limited to, mandatory clearing of certain derivatives and requirements relating to disclosure, margin and trade reporting. New regulations could adversely affect the value, availability and performance of certain derivative instruments, may make them more costly, and may limit or restrict their use by the Fund.
In October 2020, the SEC adopted Rule 18f-4 under the 1940 Act (the “Derivatives Rule”) which replaced existing SEC and staff guidance with an updated, comprehensive framework for registered investment companies’ use of derivatives. Among other changes, the Derivatives Rule requires an investment company to trade derivatives and certain other instruments that create future payment or delivery obligations subject to a value-at-risk (“VaR”) leverage limit, develop and implement a derivatives risk management program and new testing requirements, and comply with new requirements related to board and SEC reporting. These requirements apply to the Funds except for those Funds that qualify as a “limited derivatives user,” which the Derivatives Rule defines as a fund that limits its derivatives exposure to 10% of its net assets. Complying with the Derivatives Rule may increase the cost of a Fund’s investments and cost of doing business, which could adversely affect investors. Other potentially adverse regulatory obligations can develop suddenly and without notice. The Trust implemented a Derivatives Risk Management Program as required by the Derivatives Rule. The program manager, who is an employee of the Adviser, provides the Board of Trustees with a quarterly report containing information about each Fund’s derivatives use and with an annual report reviewing the operation and effectiveness of that Program.
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The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the instruments underlying such derivatives. Derivatives are highly specialized instruments that require investment techniques and risk analyses different from other portfolio investments. The use of derivative instruments requires an understanding not only of the underlying instrument but also of the derivative itself. Certain risk factors generally applicable to derivative transactions are described below.
| • | Derivatives are subject to the risk that the market value of the derivative itself or the market value of underlying instruments will change in a way adverse to a Fund’s interests. A Fund bears the risk that the Adviser may incorrectly forecast future market trends and other financial or economic factors or the value of the underlying security, index, interest rate or currency when establishing a derivatives position for the Fund. |
| • | Derivatives may be subject to pricing or “basis” risk, which exists when a derivative becomes extraordinarily expensive (or inexpensive) relative to historical prices or corresponding instruments. Under such market conditions, it may not be economically feasible to initiate a transaction or liquidate a position at an advantageous time or price. |
| • | Many derivatives are complex and often valued subjectively. Improper valuations can result in increased payment requirements to counterparties or a loss of value to a Fund. |
| • | Using derivatives as a hedge against a portfolio investment subjects a Fund to the risk that the derivative will have imperfect correlation with the portfolio investment, which could result in the Fund incurring substantial losses. This correlation risk may be greater in the case of derivatives based on an index or other basket of securities, as the portfolio securities being hedged may not duplicate the components of the underlying index or the basket may not be of exactly the same type of obligation as those underlying the derivative. The use of derivatives for “cross hedging” purposes (using a derivative based on one instrument as a hedge on a different instrument) may also involve greater correlation risks. |
| • | While using derivatives for hedging purposes can reduce a Fund’s risk of loss, it may also limit the Fund’s opportunity for gains or result in losses by offsetting or limiting the Fund’s ability to participate in favorable price movements in portfolio investments. |
| • | Derivatives transactions for non-hedging purposes involve greater risks and may result in losses which would not be offset by increases in the value of portfolio securities or declines in the cost of securities to be acquired. In the event that a Fund enters into a derivatives transaction as an alternative to purchasing or selling the underlying instrument or in order to obtain desired exposure to an index or market, the Fund will be exposed to the same risks as are incurred in purchasing or selling the underlying instruments directly. |
| • | The use of certain derivatives transactions involves the risk of loss resulting from the insolvency or bankruptcy of the other party to the contract (i.e., the counterparty) or the failure by the counterparty to make required payments or otherwise comply with the terms of the contract. In the event of default by a counterparty, a Fund may have contractual remedies pursuant to the agreement related to the transaction. |
| • | Liquidity risk exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid, a Fund may be unable to initiate a transaction or liquidate a position at an advantageous time or price. |
| • | Certain derivatives transactions are not entered into or traded on exchanges or in markets regulated by the CFTC or the SEC. Instead, such over-the-counter (“OTC”) derivatives are entered into directly by the counterparties and may be traded only through financial institutions acting as market makers. OTC derivatives transactions can only be entered into with a willing counterparty that is approved by the Adviser in accordance with guidelines established by the Board of Trustees. Where no such counterparty is available, a Fund will be unable to enter into a desired transaction. There also may be greater risk that no liquid secondary market in the trading of OTC derivatives will exist, in which case the liquidity that is afforded to exchange participants will not be available to the Fund as a participant in OTC derivatives transactions. OTC derivatives transactions are not subject to the guarantee of an exchange or clearinghouse and as a result a Fund would bear greater risk of default by the counterparties to such transactions. |
| • | A Fund may be required to make physical delivery of portfolio securities underlying a derivative in order to close out a derivatives position or to sell portfolio securities at a time or price at which it may be disadvantageous to do so in order to obtain cash to close out or to maintain a derivatives position. |
| • | As a result of the structure of certain derivatives, adverse changes in the value of the underlying instrument can result in losses substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. |
| • | Certain derivatives may be considered illiquid and therefore subject to a Fund’s limitation on investments in illiquid investments. |
| • | Derivatives transactions conducted outside the United States may not be conducted in the same manner as those entered into on U.S. exchanges, and may be subject to different margin, exercise, settlement or expiration procedures. Brokerage commissions, clearing costs and other transaction costs may be higher on foreign exchanges. Many of the risks of OTC derivatives transactions are also applicable to derivatives transactions conducted outside the United States. Derivatives |
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| transactions conducted outside the United States are subject to the risk of governmental action affecting the trading in, or the prices of, foreign securities, currencies and other instruments. The value of such positions could be adversely affected by foreign political and economic factors; lesser availability of data on which to make trading decisions; delays on a Fund’s ability to act upon economic events occurring in foreign markets; and less liquidity than U.S. markets. |
| • | Currency derivatives are subject to additional risks. Currency derivatives transactions may be negatively affected by government exchange controls, blockages, and manipulations. Currency exchange rates may be influenced by factors extrinsic to a country’s economy. There is not systematic reporting of last sale information with respect to foreign currencies. As a result, the available information on which trading in currency derivatives will be based may not be as complete as comparable data for other transactions. Events could occur in the foreign currency market which will not be reflected in currency derivatives until the following day, making it more difficult for a Fund to respond to such events in a timely manner. |
The Funds may purchase and write call and put options on securities, securities indices and on foreign currencies, and enter into futures contracts and use options on futures contracts. The Funds also may enter into swap agreements with other institutional investors with respect to corporate securities, foreign currencies, interest rates, and securities indices, to name just a few of the various types of swap transactions. The Funds may use these techniques to hedge against changes in interest rates, foreign currency exchange rates or securities prices or as part of their overall investment strategies. Each Fund will maintain designated assets consisting of cash, U.S. government securities, equity securities or other liquid, unencumbered assets that are permitted under applicable laws and regulations to be used for this purpose (including net proceeds from purchases and redemptions of Fund shares that have not settled but are expected to timely settle in the usual way), marked-to-market daily (or, as permitted by applicable regulation, enter into certain offsetting positions), to cover its obligations under options contracts, futures contracts and swap agreements to avoid leveraging the Fund. The value of some derivative investments in which the Funds invest may be particularly sensitive to changes in prevailing interest rates or securities prices. A Fund’s ability to successfully utilize these instruments may depend in part on the Adviser’s ability to correctly forecast the movement of interest rates, securities prices and other economic factors. Should the Adviser incorrectly forecast those factors, and take positions in derivative instruments contrary to prevailing market trends, the Funds could lose value and experience substantial volatility.
The Funds may buy or sell interest rate futures contracts, options on interest rate futures contracts and options on debt securities for the purpose of hedging against changes in the value of securities which a Fund owns or anticipates purchasing due to anticipated changes in interest rates. The Funds also may engage in currency exchange transactions by means of buying or selling foreign currency on a spot basis, entering into forward foreign currency exchange contracts, and buying and selling foreign currency options, futures and options on futures. Foreign currency exchange transactions may be entered into for the purpose of hedging against foreign currency exchange risk arising from the Funds’ investment or anticipated investment in securities denominated in foreign currencies.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The Funds may use forward contracts to protect against uncertainty in the level of future exchange rates. The Funds will not speculate with forward contracts or foreign currency exchange rates.
A Fund may enter into forward contracts with respect to specific transactions. For example, when a Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when a Fund anticipates the receipt in a foreign currency of dividend or interest payments on a security that it holds, the Fund may desire to “lock” in the U.S. dollar price of the security or the U.S. dollar equivalent of the payment, by entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars or foreign currency, of the amount of foreign currency involved in the underlying transaction. A Fund will thereby be able to protect itself against a possible loss resulting from an adverse change in the relationship between the currency exchange rates during the period between the date on which the security is purchased or sold, or on which the payment is declared, and the date on which such payments are made or received.
A Fund also may use forward contracts in connection with portfolio positions to lock in the U.S. dollar value of those positions, to increase the Fund’s exposure to foreign currencies that the Adviser believes may rise in value relative to the U.S. dollar or to shift the Fund’s exposure to foreign currency fluctuations from one country to another. For example, when the Adviser believes that the currency of a particular foreign country may suffer a substantial decline relative to the U.S. dollar or another currency, it may enter into a forward contract to sell the amount of the former foreign currency approximating the value of some or all of the Funds’ portfolio securities denominated in such foreign currency. This investment practice generally is referred to as “cross-hedging” when another foreign currency is used.
Risks Associated with Forward Foreign Currency Exchange Contracts. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot (i.e., cash) market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it
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may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Fund is obligated to deliver. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Forward contracts involve the risk that anticipated currency movements will not be accurately predicted, causing the Fund to sustain losses on these contracts and transaction costs. A Fund may enter into forward contracts or maintain a net exposure to such contracts only if (1) the consummation of the contracts would not obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund’s portfolio securities or other assets denominated in that currency or (2) the Fund designates liquid assets in an amount not less than the value of the Fund’s total assets committed to the consummation of the contracts. Under normal circumstances, consideration of the prospect for currency parities will be incorporated into the longer-term investment decisions made with regard to overall diversification strategies. However, the Adviser believes it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of a Fund will be served.
At or before the maturity date of a forward contract that requires a Fund to sell a currency, the Fund either may sell a portfolio security and use the sale proceeds to make delivery of the currency or retain the security and offset its contractual obligation to deliver the currency by purchasing a second contract pursuant to which the Fund will obtain, on the same maturity date, the same amount of the currency that it is obligated to deliver. Similarly, a Fund may close out a forward contract requiring it to purchase a specified currency by entering into a second contract entitling it to sell the same amount of the same currency on the maturity date of the first contract. The Fund would realize a gain or loss as a result of entering into such an offsetting forward contract under either circumstance to the extent the exchange rate between the currencies involved moved between the execution dates of the first and second contracts.
The cost to the Fund of engaging in forward contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward contracts does not eliminate fluctuations in the prices of the underlying securities the Fund owns or intends to acquire, but it does fix a rate of exchange in advance. In addition, although forward contracts limit the risk of loss due to a decline in the value of the hedged currencies, at the same time they limit any potential gain that might result should the value of the currencies increase.
Although the Funds value their assets daily in terms of U.S. dollars, they do not intend to convert holdings of foreign currencies into U.S. dollars on a daily basis. The Funds may convert foreign currency from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A Fund may use interest rate, foreign currency or index futures contracts, as specified for that Fund in the Prospectus. An interest rate, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, foreign currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of these securities is made. A public market exists in futures contracts covering a number of indexes as well as financial instruments and foreign currencies, including but not limited to: the S&P 500; the S&P 100; the S&P Midcap 400; the Nikkei 225; the NYSE composite; U.S. Treasury bonds; U.S. Treasury notes; GNMA Certificates; three-month U.S. Treasury bills; 90-day commercial paper; bank certificates of deposit; Eurodollar certificates of deposit; the Australian dollar; the Canadian dollar; the British pound; the Japanese yen; the Swiss franc; the Mexican peso; and certain multinational currencies, such as Euro. It is expected that other futures contracts will be developed and traded by the Funds in the future.
A Fund may purchase and write call and put futures options. Futures options possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.
Each Fund will use futures contracts and options on futures contracts in accordance with the applicable rules of the CFTC under which the Trust and the Funds avoid being deemed a “commodity pool” and the Adviser being deemed a “commodity pool operator.” Because of these plans, the Funds have claimed the applicable exemptions under CFTC Rules and are not registered as commodity pool operators. Accordingly, each Fund intends generally to limit its use of futures contracts and futures options as described below under “Limitations on Use of Futures, Options and Swaps.”
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The Funds generally will use futures for hedging and other purposes described in the Prospectus and elsewhere in this SAI. Hedging purposes include gaining exposure to desired investments or markets rather than making direct investments in the underlying securities or instruments. With respect to hedging transactions, for example, a Fund might use futures contracts to hedge against anticipated changes in interest rates that might adversely affect either the value of the Fund’s securities or the price of the securities that the Fund intends to purchase. A Fund’s hedging activities may include sales of futures contracts as an offset against the effect of expected increases in interest rates, and purchases of futures contracts as an offset against the effect of expected declines in interest rates. Although other techniques could be used to reduce a Fund’s exposure to interest rate fluctuations, the Fund may be able to hedge its exposure more effectively and perhaps at a lower cost by using futures contracts and futures options.
A Fund will only enter into futures contracts and futures options that are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system. The Funds might, but do not expect to, engage in futures trading based on tangible assets.
When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of assets determined to be liquid by the Adviser in accordance with procedures established by the Board of Trustees (“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. Margin requirements on foreign exchanges may be different than U.S. exchanges. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract that is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. Each Fund expects to earn interest income on its initial margin deposits. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called “variation margin,” equal to the daily change in value of the futures contract. This process is known as “marking to market.” Variation margin does not represent a borrowing or loan by a Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing daily net asset value, each Fund will mark to market its open futures positions.
A Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.
Although some futures contracts call for making or taking delivery of the underlying securities, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month). If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transaction costs must also be included in these calculations.
The Funds may write covered straddles consisting of a call and a put written on the same underlying futures contract. A straddle will be covered when sufficient assets are deposited to meet the Funds’ immediate obligations. A Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Funds will also designate liquid assets equivalent to the amount, if any, by which the put is “in the money.”
Risks Associated with Futures Contracts and Options on Futures Contracts. There are several risks associated with the use of futures contracts and futures options as hedging techniques, in addition to those described above. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Fund securities being hedged. In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and futures options on securities, including technical influences in futures trading and futures options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities and creditworthiness of issuers. A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.
Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of the current trading session. Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.
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OPTIONS. A Fund may invest in options on securities, options on securities indexes and options on foreign currencies.
Options on Securities and on Securities Indexes: A Fund may purchase put options on securities to seek to protect holdings in an underlying or related security against a substantial decline in market value. A Fund may purchase call options on securities to seek to protect against substantial increases in prices of securities the Fund intends to purchase pending its ability to invest in such securities in an orderly manner. A Fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option that is sold. A Fund may write a call or put option only if the option is “covered” by the Fund’s holding a position in the underlying securities or by other means which would permit immediate satisfaction of the Fund’s obligation as writer of the option. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series.
The purchase and writing of options involve certain risks. During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying securities above the sum of the premium and exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying securities decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security, in the case of a put, remains equal to or greater than the exercise price or, in the case of a call, remains less than or equal to the exercise price, the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on the options markets, a Fund may be unable to close out a position.
Risks Associated with Options on Securities and Indexes. As mentioned above, there are several risks associated with transactions in options on securities and on indexes. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.
There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. If a Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. If a Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise.
If trading were suspended in an option purchased by a Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it had purchased. Except to the extent that a call option on an index written by the Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Fund’s securities during the period the option was outstanding.
Foreign Currency Options. The Funds may take positions in options on foreign currencies to hedge against the risk of foreign exchange rate fluctuations on foreign securities the Funds hold in their portfolios or intend to purchase. For example, if a Fund were to enter into a contract to purchase securities denominated in a foreign currency, it could effectively fix the maximum U.S. dollar cost of the securities by purchasing call options on that foreign currency. Similarly, if a Fund held securities denominated in a foreign currency and anticipated a decline in the value of that currency against the U.S. dollar, it could hedge against such a decline by purchasing a put option on the currency involved. No Fund will enter into foreign currency option contracts if the premiums on such options exceed 5% of the Fund’s total assets.
Risks Associated with Foreign Currency Options. The markets in foreign currency options are relatively new, and a Fund’s ability to establish and close out positions in such options is subject to the maintenance of a liquid secondary market. There can be no assurance that a liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by all of those factors that influence foreign exchange rates and investments generally.
The quantities of currencies underlying option contracts represent odd lots in a market dominated by transactions between banks, and as a result extra transaction costs may be incurred upon exercise of an option.
There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations be firm or revised on a timely basis. Quotation information is generally representative of very large transactions in the interbank market and may not reflect smaller transactions where rates may be less favorable. Option markets may be closed while round-the-clock interbank currency markets are open, and this can create price and rate discrepancies.
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Additional Risks Associated with Options Trading. The Funds may effectively terminate their rights or obligations under options by entering into closing transactions. Closing transactions permit a Fund to realize profits or limit losses on its options positions prior to the exercise or expiration of the option. The value of a foreign currency option depends on the value of the underlying currency relative to the U.S. dollar. Other factors affecting the value of an option are the time remaining until expiration, the relationship of the exercise price to market price, the historical price volatility of the underlying currency and general market conditions. As a result, changes in the value of an option position may have no relationship to the investment merit of a foreign security. Whether a profit or loss is realized on a closing transaction depends on the price movement of the underlying currency and the market value of the option.
Options normally have expiration dates of up to nine months. The exercise price may be below, equal to or above the current market value of the underlying currency. Options that expire unexercised have no value, and a Fund will realize a loss of any premium paid and any transaction costs. Closing transactions may be effected only by negotiating directly with the other party to the option contract, unless a secondary market for the options develops. Although the Funds intend to enter into foreign currency options only with dealers which agree to enter into, and which are expected to be capable of entering into, closing transactions with the Funds, there can be no assurance that a Fund will be able to liquidate an option at a favorable price at any time prior to expiration. In the event of insolvency of the counter-party, a Fund may be unable to liquidate a foreign currency option. Accordingly, it may not be possible to effect closing transactions with respect to certain options, with the result that a Fund would have to exercise those options that it had purchased in order to realize any profit.
ADDITIONAL RISKS ASSOCIATED WITH OPTIONS ON SECURITIES, FUTURES CONTRACTS, OPTIONS ON FUTURES CONTRACTS, AND FORWARD CURRENCY EXCHANGE CONTRACTS AND OPTIONS THEREON. Options on securities, futures contracts, options on futures contracts, and options on currencies may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in the Trust’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States, and (v) lesser trading volume.
STRUCTURED NOTES. Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator.
Risks Associated with Structured Notes. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. To the extent a Fund invests in these securities, however, the Adviser analyzes these securities in its overall assessment of the effective duration of the Fund’s portfolio in an effort to monitor the Fund’s interest rate risk.
SWAP AGREEMENTS. The Funds may enter into various swap agreements, including (but not limited to) credit default, interest rate, total return, index and currency exchange rate swap agreements. These transactions attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost to a Fund than if the Fund had invested directly in an instrument that yielded that desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index. Forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.
Most swap agreements entered into by the Funds calculate the obligations of the parties to the agreement on a “net basis.” Consequently, a Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). A Fund’s current obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a designated account consisting of assets determined to be liquid by the Adviser in accordance with procedures established by the Board of Trustees, to avoid any potential leveraging of the Fund’s portfolio. Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of the Fund’s investment restriction concerning senior securities. Swap agreements are subject to the Funds’ overall limit that no more than 15% of net assets may be invested in illiquid investments, although a swap agreement may be deemed to be liquid pursuant to policies approved by the Funds’ Board of Trustees. A Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Fund’s total assets at time of purchase.
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Swaptions. The Funds may also enter into swap options, or “swaptions.” A swaption is a contract that gives one party the right (but not the obligation), in return for payment of the option premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement at some designated future time and on specified terms. A Fund may write (sell) and purchase put and call swaptions. Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When a Fund purchases a swaption, it risks losing only the option premium it paid should it decide not to exercise the option. When a Fund writes a swaption, however, it is obligated according to the terms of the underlying agreement if the option holder exercises the option.
Risks Associated with Swap Agreements and Swaptions. Whether a Fund’s use of swap agreements and swaptions will be successful in furthering its investment objectives will depend on the Adviser’s ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Whether a particular swap is liquid is assessed on a case-by-case basis under guidelines and standards established by the Funds’ Board of Trustees. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Funds will enter into swap agreements that are not cleared through a recognized market only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Funds’ repurchase agreement guidelines). Certain restrictions imposed on the Funds by the Internal Revenue Code of 1986, as amended (the “Code”) may limit the Funds’ ability to use swap agreements. The portions of the swaps market involving swaps that are not cleared through a central market are largely unregulated. It is possible that developments in the swaps market, including further government regulation, could adversely affect a Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements. There can be no assurance that a Fund’s use of swap agreements will assist it in meeting its investment objectives.
Credit Default Swap Contracts. Each Fund may enter into credit default swap agreements. The “buyer” in a credit default contract is obligated to pay the “seller” a periodic, stream of payments over the term of the contract provided no event of default by a selected entity (or entities) has occurred. In the event of default, the seller must pay the buyer the “par value” (full notional value) of the reference obligation in exchange for the reference obligation.
Risks Associated with Credit Default Swap Contracts. The Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and no event of default occurs, the Fund loses its investment and recovers nothing. However, if an event of default occurs, the buyer receives full notional value for a reference obligation that may have little or no value. As a seller, the Fund receives a fixed rate of income throughout the term of the contract, provided there is no default event. If an event of default occurs, the seller may pay the notional value of the reference obligation. The value of the reference obligation received by the seller, coupled with the periodic payments previously received may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Fund. Credit default swaps involve greater risks than if the Fund had invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to risks such as but not limited to illiquidity risk, counterparty risk and credit risks.
Interest Rate Swap Contracts. A Fund may also enter into interest rate swaps, which involve the exchange of interest payments by the Fund with another party, such as an exchange of floating rate payments for fixed interest rate payments with respect to a notional amount of principal.
Risks Associated with Interest Rate Swap Contracts. If the Adviser is incorrect in its interest rate forecasts and/or an interest rate swap used as a hedge negates a favorable interest rate movement, the investment performance of a Fund would be less than what it would have been if the Fund had not entered into the interest rate swap.
Total Return Swap Contracts. Each Fund may enter into total return swap agreements. Total Return Swap is the generic name for any non-traditional swap where one party agrees to pay the other the “total return” of a defined underlying asset, usually in return for receiving a stream of LIBOR- or SOFR-based cash flows. The Total Return Swap may be applied to any underlying asset but is most commonly used with equity indexes, single stocks, bonds and defined portfolios of loans and mortgages. The Total Return Swap is a mechanism for the user to accept the economic benefits of asset ownership without utilizing the balance sheet. The other leg of the swap, usually LIBOR or SOFR, is spread to reflect the non-balance sheet nature of the product. Total Return Swaps can be designed with any underlying asset agreed between two parties. No notional amounts are exchanged with Total Return Swaps.
Risks Associated with Total Return Swap Contracts. If the Adviser is incorrect in its forecast of the performance of the asset or reference underlying the total return swap contract, the investment performance of a Fund would be less than what it would have been if the Fund had not entered into the total return swap contract.
LIMITATIONS ON USE OF FUTURES, OPTIONS, AND SWAPS. The Funds will enter into positions in futures contracts, options on futures and foreign currency, forward contracts on financial commodities, and swaps only to the extent permitted
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by the regulations of the CFTC. For those transactions not entered into for bona fide hedging purposes as defined by the rules of the CFTC, a Fund will limit them so that the aggregate net notional value or obligation of all futures contracts does not exceed the liquidation value of the Funds’ portfolio, after taking into account unrealized profits and losses. This means that, with respect to forwards and futures that are not contractually required to settle for cash, a Fund must cover its open contract positions by setting aside liquid assets equal to the contracts’ full notional value. With respect to forwards and futures that are contractually required to settle for cash, a Fund may, however, instead set aside liquid assets in an amount equal to the Fund’s daily marked-to-market net obligation (that is, any net liability) rather than the notional value. Using this net liability or market value to determine the amount of liquid assets to set aside allows a Fund to employ greater leverage.
A call option is “in-the-money” if the value of the futures contract that is the subject of the option exceeds the exercise price. A put option is “in-the-money” if the exercise price exceeds the value of the futures contract that is the subject of the option. There is no other percentage limitation on a Fund’s use of options, futures and options thereon, except for the limitation on foreign currency option contracts described above under “Derivative Instruments – Options – Foreign Currency Options.”
When purchasing a futures contract, a Fund will designate (and mark-to-market on a daily basis) assets determined to be liquid by the Adviser in accordance with procedures established by the Board of Trustees, that, when added to the amounts deposited with (or for the benefit of) a futures commission merchant as margin, are equal to the market value of the futures contract as described above. Alternatively, the Fund may “cover” its position by purchasing a put option on the same futures contract with a strike price as high or higher than the price of the contract held by the Fund.
When selling a futures contract, a Fund will designate (and mark-to-market on a daily basis) assets determined to be liquid by the Adviser in accordance with procedures established by the Board of Trustees that are equal to the market value of the instruments underlying the contract, or the related liability as described above. Alternatively, the Fund may “cover” its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with the Trust’s custodian).
When selling a call option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) assets determined to be liquid by the Adviser in accordance with procedures established by the Board of Trustees, that, when added to the amounts deposited with (or for the benefit of) a futures commission merchant as margin, equal the total market value of the futures contract underlying the call option as described above. Alternatively, the Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund.
When selling a put option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) assets determined to be liquid by the Adviser in accordance with procedures established by the Board of Trustees, that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, the Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is the same or higher than the strike price of the put option sold by the Fund.
To the extent that securities with maturities greater than one year are used to establish and collateralize or cover a Fund’s obligations under futures contracts and related options, such use will not eliminate the risk of a form of leverage, which may tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a Fund’s portfolio, and may require liquidation of portfolio positions when it is not advantageous to do so. However, any potential risk of leverage resulting from the use of securities with maturities greater than one year may be mitigated by the overall duration limit on a Fund’s portfolio securities. Thus, the use of a longer-term security may require a Fund to hold offsetting short-term securities to balance the Fund’s portfolio such that the Fund’s duration does not exceed the maximum permitted for the Fund in the Prospectus.
The requirements for qualification as a regulated investment company also may limit the extent to which a Fund may enter into futures, futures options or forward contracts. See “Dividends and Tax Status.”
DISTRESSED AND DEFAULTED SECURITIES
The High Yield Bond Fund, as well as certain other Funds, may invest in securities, including loans purchased in the secondary market, that are the subject of bankruptcy proceedings or otherwise in default or in risk of being in default as to the repayment of principal and/or interest at the time of acquisition by the Fund or that are rated in the lower rating categories by one or more nationally recognized statistical rating organizations and would be regarded as “junk” quality or, if unrated, are in the judgment of the Adviser of equivalent quality (“Distressed Securities”). Investing in Distressed Securities is speculative and involves significant risks.
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A Fund will generally make these investments only when the Adviser believes it is reasonably likely that the issuer of the Distressed Securities will make an exchange offer or will be the subject of a plan of reorganization pursuant to which the Fund will receive new securities in return for the Distressed Securities. However, there can be no assurance that such an exchange offer will be made or that such a plan of reorganization will be adopted. In addition, a lengthy period may pass between the time at which a Fund makes its investment in Distressed Securities and the time that any such exchange offer or plan of reorganization is completed. During this period, it is unlikely that the Fund will receive any interest payments on the Distressed Securities, the Fund will be subject to significant uncertainty as to whether or not the exchange offer or plan of reorganization will be completed and the Fund may be required to bear certain extraordinary expenses to protect and recover its investment. Therefore, to the extent a Fund seeks capital appreciation through investments in distressed securities, the Fund’s ability to achieve current income for its shareholders may be diminished. A Fund also will be subject to significant uncertainty as to when and in what manner and for what value the obligations evidenced by the distressed securities will eventually be satisfied (e.g., through a liquidation of the obligor’s assets, an exchange offer or plan of reorganization involving the distressed securities or a payment of some amount in satisfaction of the obligation). Even if an exchange offer is made or plan of reorganization is adopted with respect to Distressed Securities held by a Fund, there can be no assurance that the securities or other assets received by the Fund in connection with such exchange offer or plan of reorganization will have an improved value or income potential than may have been anticipated when the investment was made, and may have no value. Moreover, any securities received by a Fund upon completion of an exchange offer or plan of reorganization may be restricted as to resale. Similarly, if a Fund participates in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of Distressed Securities, the Fund may be restricted from disposing of such securities. To the extent that a Fund becomes involved in those proceedings, the Fund may more actively participate in the affairs of the issuer than would be typical for an investor. The Funds, however, will not make investments for the purpose of exercising day-to-day management control of any issuer’s affairs.
DOLLAR ROLLS
The Funds may enter into dollar roll transactions in which the Funds sell a fixed income security for delivery in the current month and simultaneously contracts to purchase substantially similar (same type, coupon and maturity) securities at an agreed upon future time. By engaging in a dollar roll transaction, the Funds forego principal and interest paid on the security that is sold, but receive the difference between the current sales price and the forward price for the future purchase. The Funds would also be able to earn interest on the income that is received from the initial sale. The obligation to purchase securities on a specified future date involves the risk that the market value of the securities that the Funds are obligated to purchase may decline below the purchase price. In addition, in the event the other party to the transaction files for bankruptcy, becomes insolvent or defaults on its obligation, the Funds may be adversely affected.
EMERGING MARKET COUNTRIES AND SOVEREIGN DEBT
The Funds may invest in emerging market securities, provided, however, that the High Yield Bond Fund, Low Duration Bond Fund, Sustainable Securitized Fund, Total Return Bond Fund and Ultra Short Bond Fund may invest up to 10% of their total assets in emerging market securities; the Strategic Income Fund may invest up to 15% of its total assets in emerging market securities; and the Unconstrained Bond Fund may invest up to 50% of its total assets in emerging market securities. The Investment Grade Credit Fund has no such restriction on investments in emerging market securities. Emerging markets generally include every country in the world other than the United States, Canada, Japan, Australia, Malaysia, New Zealand, Hong Kong, Singapore and most Western European countries. In determining what countries constitute emerging markets, the Adviser will consider, among other things, data, analysis and classification of countries published or disseminated by the International Bank for Reconstruction and Development (the “World Bank”) and the International Financial Corporation. The Adviser generally considers emerging market countries to include all of the countries in the JPMorgan Emerging Markets Global Diversified Bond Index, the JPMorgan Corporate Emerging Markets Broad Diversified Bond Index and the JPMorgan Global Emerging Markets Bond Index. Currently, investing in many emerging markets may not be desirable or feasible, because of the lack of adequate custody arrangements for a Fund’s assets, overly burdensome repatriation and similar restrictions, the lack of organized and liquid securities markets, unacceptable political risks or other reasons. As opportunities to invest in securities in emerging markets develop, the Funds expect to expand and further broaden the group of emerging markets in which they invest.
From time to time, emerging markets have offered the opportunity for higher returns in exchange for a higher level of risk. Accordingly, the Adviser believes that each Fund’s ability to invest in emerging markets throughout the world may enable the achievement of results superior to those produced by funds with similar objectives to those of the Funds that invest solely in securities in developed markets. There is no assurance that any Fund will achieve these results.
The Funds may invest in the following types of emerging market fixed-income securities: (a) fixed-income securities issued or guaranteed by governments, their agencies, instrumentalities or political subdivisions, or by government-owned, controlled or sponsored entities, including central banks (collectively, “Sovereign Debt”), including Brady Bonds (described below); (b) interests in issuers organized and operated for the purpose of restructuring the investment characteristics of Sovereign Debt; (c) fixed-income securities issued by banks and other business entities; and (d) fixed-income securities denominated in or indexed to the currencies of
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emerging markets. Fixed-income securities held by the Funds may take the form of bonds, notes, bills, debentures, bank debt obligations, short-term paper, loan participations, assignments and interests issued by entities organized and operated for the purpose of restructuring the investment characteristics of any of the foregoing. There is no requirement with respect to the maturity of fixed-income securities in which the Funds may invest.
The Funds may invest in Brady Bonds and other Sovereign Debt of countries that have restructured or are in the process of restructuring Sovereign Debt pursuant to the Brady Plan. “Brady Bonds” are debt securities issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness. In restructuring its external debt under the Brady Plan framework, a debtor nation negotiates with its existing bank lenders as well as multilateral institutions such as the World Bank and the International Monetary Fund (“IMF”). The Brady Plan framework, as it has developed, contemplates the exchange of commercial bank debt for newly issued Brady Bonds. Brady Bonds may also be issued in respect of new money being advanced by existing lenders in connection with the debt restructuring. The World Bank and/or the IMF support the restructuring by providing funds pursuant to loan agreements or other agreements which enable the debtor nation to collateralize the new Brady Bonds or to repurchase outstanding bank debt at a discount.
Investment in sovereign debt can involve a high degree of risk. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of its debt. A governmental entity’s willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entity’s policy towards the IMF and the political constraints to which a governmental entity may be subject. Governmental entities may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on the implementation of economic reforms and/or economic performance and the timely service of such debtor’s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties’ commitments to lend funds to the governmental entity, which may further impair such debtor’s ability or willingness to timely service its debts. Consequently, governmental entities may default on their sovereign debt.
Holders of sovereign debt may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. In the event of a default by a governmental entity, there may be few or no effective legal remedies for collecting on that debt.
Emerging market fixed-income securities generally are considered to be of a credit quality below investment grade, even though they often are not rated by any nationally recognized statistical rating organizations. Investment in emerging market fixed-income securities will be allocated among various countries based upon the Adviser’s analysis of credit risk and its consideration of a number of factors, including: prospects for relative economic growth among the different countries in which the Funds may invest; expected levels of inflation; government policies influencing business conditions; the outlook for currency relationships; and the range of the individual investment opportunities available to international investors. The Adviser’s emerging market sovereign credit analysis includes an evaluation of the issuing country’s total debt levels, currency reserve levels, net exports/imports, overall economic growth, level of inflation, currency fluctuation, political and social climate and payment history. Particular fixed-income securities will be selected based upon credit risk analysis of potential issuers, the characteristics of the security and interest rate sensitivity of the various debt issues available with respect to a particular issuer, analysis of the anticipated volatility and liquidity of the particular debt instruments, and the tax implications to the Fund. The emerging market fixed-income securities in which the Funds may invest are not subject to any minimum credit quality standards, so long as the value of those investments does not cause a Fund to surpass its applicable limit on investments in securities rated below investment grade.
The risks described under “Securities and Techniques Used by the Funds – Foreign Securities” below also apply to emerging market securities, and tend to be greater in emerging markets compared to more developed countries.
FOREIGN SECURITIES
The High Yield Bond Fund, Low Duration Bond Fund, Strategic Income Fund, Total Return Bond Fund and Ultra Short Bond Fund each may invest up to 25% of its total assets in securities of foreign issuers that are denominated in U.S. dollars. The Sustainable Securitized Fund may invest up to 20% of their total assets in securities of foreign issuers that are denominated in U.S. dollars. The Investment Grade Credit Fund and Unconstrained Bond Fund have no such restriction on investments in securities of foreign issuers that are denominated in U.S. dollars.
Investments in securities of foreign issuers that are not denominated in U.S. dollars by the Funds (other than the Investment Grade Credit Fund, Strategic Income Fund, Sustainable Securitized Fund and Unconstrained Bond Fund) will be limited to a maximum of 15% of each Fund’s total assets. The Investment Grade Credit Fund and Unconstrained Bond Fund may invest, without
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limitation, in securities of foreign issuers. The Unconstrained Bond Fund may invest up to 40% of its total assets in securities of foreign issuers that are not denominated in U.S. dollars. The Strategic Income Fund may invest up to 30% of its total assets in securities of foreign issuers that are not denominated in U.S. dollars. Investments by the Investment Grade Credit Fund and Sustainable Securitized Fund in securities that are not denominated in U.S. dollars will be limited to a maximum of 20% of the respective Fund’s total assets. Foreign economies may differ from the U.S. economy; individual foreign companies may differ from domestic companies in the same industry; and foreign currencies may be stronger or weaker than the U.S. dollar. The Adviser believes that the ability to invest abroad will enable the Funds to take advantage of these differences when they are favorable.
Fixed-income securities that may be purchased by the Funds include debt obligations issued or guaranteed by foreign governments, their subdivisions, agencies or instrumentalities, or by supranational entities that have been constituted by the governments of several countries to promote economic development, such as The World Bank and The Asian Development Bank. Foreign investment in certain foreign government debt is restricted or controlled to varying degrees.
As compared to U.S. companies, foreign issuers generally disclose less financial and other information publicly and are subject to less stringent and less uniform accounting, auditing and financial reporting standards. Foreign countries typically impose less thorough regulations on brokers, dealers, stock exchanges, corporate insiders and listed companies than does the U.S., and foreign securities markets may be less liquid and more volatile than U.S. markets. Investments in foreign securities involve higher costs than investments in U.S. securities, including higher transaction and custody costs as well as additional taxes imposed by foreign governments. In addition, security trading practices abroad may offer less protection to investors such as the Funds. Political or social instability, civil unrest, acts of terrorism and regional economic volatility are other potential risks that could impact an investment in a foreign security. Settlement of transactions in some foreign markets may be delayed or may be less frequent than in the U.S., which could affect the liquidity of a Fund’s portfolio.
The European financial markets have continued to experience volatility because of concerns about economic downturns and about high and rising government debt levels of several countries in the European Union (“EU”) and Europe generally. These events have adversely affected the exchange rate of the Euro and the European securities markets, and may spread to other countries in Europe, including countries that do not use the Euro. These events may affect the value and liquidity of certain of the Funds’ investments. Responses to the financial problems by EU governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world.
The United Kingdom (“U.K.”) left the EU on January 31, 2020, in a process now commonly referred to as “Brexit.” The actual and potential consequences of Brexit, and the associated uncertainty, have adversely affected, and for the foreseeable future may continue to adversely affect, economic and market conditions in the U.K., in the EU and its member states and elsewhere, and may also contribute to uncertainty and instability in global financial markets. This uncertainty may, at any stage, adversely affect a Fund and its investments. There may be detrimental implications for the value of a Fund’s investments and/or its ability to implement its investment program. This may be due to, among other things: (i) increased uncertainty and volatility in U.K., EU and other financial markets; (ii) fluctuations in asset values; (iii) fluctuations in exchange rates; (iv) increased illiquidity of investments located, listed or traded within the U.K., the EU or elsewhere; (v) changes in the willingness or ability of financial and other counterparties to enter into transactions, or the price at which and terms on which they are prepared to transact; and/or (vi) changes in legal and regulatory regimes to which a Fund or certain of its assets and/or service providers are or become subject. The withdrawal of the U.K. from the EU could have a material impact on the U.K.’s economy and its future growth, impacting adversely a Fund’s investments in the U.K. It could also result in prolonged uncertainty regarding aspects of the U.K.’s economy and damage customers’ and investors’ confidence. Any of these events could have a material adverse effect on a Fund.
Secessionist movements, such as the Catalan movement in Spain and the independence movement in Scotland, as well as governmental or other responses to such movements, may also create instability and uncertainty in the region. In addition, the national politics of countries in the EU have been unpredictable and subject to influence by disruptive political groups and ideologies. The governments of EU countries may be subject to change and such countries may experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. The occurrence of terrorist incidents throughout Europe could also impact financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect the value and liquidity of the Funds’ investments.
In addition, the ongoing war in Ukraine and the resulting sanctions against Russia have adversely affected and may continue to adversely affect global energy and financial markets and thus could affect the value of a Fund’s investments, even beyond any direct exposure a Fund may have to Russian issuers or the adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Whether or not a Fund invests in securities of issuers located in Europe or with significant exposure to European issuers or countries, these events could negatively affect the value and liquidity of the Fund’s investments due to the interconnected nature of the global economy and capital markets. Further, the ongoing conflicts among Israel, Hamas, Iran and other militant groups in the Middle East could have a negative impact on the economy and business activity globally.
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The recent implementation by the Trump administration of increased tariffs and restrictions on trade between the U.S. and other countries could lead to a significant reduction in international trade, which could have a negative impact on foreign companies and a commensurately negative impact on a Fund. The U.S. and other nations and international organizations may also impose economic sanctions or take other actions that may adversely affect issuers located in certain countries.
In addition, the political reunification of China and Taiwan, over which China continues to claim sovereignty, is a highly complex issue that has included threats of invasion by China. Political or economic disturbances (including an attempted unification of Taiwan by force), as well as any economic sanctions implemented in response, may have an adverse impact on the values of investments in either China or Taiwan, or make investments in China and Taiwan impractical or impossible. Any escalation of hostility between China and/or Taiwan would likely have a significant adverse impact on the value of investments in both countries and on economies, markets and individual securities globally, which could negatively affect the value and liquidity of a Fund’s investments.
HIGH-YIELD SECURITIES OR “JUNK BONDS”
Securities rated below investment grade are commonly known as “junk bonds.” Investments in securities rated below investment grade that are eligible for purchase by the Funds, and in particular the High Yield Bond Fund, are described as speculative by both Moody’s and S&P. Lower-rated or unrated (i.e., high-yield or “junk bond”) securities are more likely to react to developments affecting market risk (such as interest rate sensitivity, market perception of creditworthiness of the issuer and general market liquidity) and credit risk (such as the issuer’s inability to meet its obligations) than are more highly rated securities, which react primarily to movements in the general level of interest rates. The Adviser considers both credit risk and market risk in making investment decisions for the Funds. Investors should carefully consider the relative risk of investing in high-yield securities and understand that such securities are not generally meant for short-term trading. These high-yield securities are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers of debt securities that are high-yield may be more complex than for issuers of higher quality debt securities.
High-yield securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment grade securities. The prices of high-yield securities have been found to be less sensitive to interest-rate changes than higher-rated investments, but more sensitive to adverse economic downturns or individual corporate developments. A projection of an economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield security prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, the Funds investing in such securities may incur additional expenses to seek recovery. In the case of high-yield securities structured as zero-coupon or pay-in-kind securities, their market prices are affected to a greater extent by interest rate changes, and therefore tend to be more volatile than securities that pay interest periodically and in cash. The Adviser seeks to reduce these risks through diversification, credit analysis and attention to current developments and trends in both the economy and financial markets.
The amount of high-yield securities outstanding proliferated in the 1980’s in conjunction with the increase in merger and acquisition and leveraged buyout activity. Under adverse economic conditions, there is a risk that highly leveraged issuers may be unable to service their debt obligations upon maturity. In addition, the secondary market for high-yield securities, which is concentrated in relatively few market makers, may not be as liquid as the secondary market for more highly rated securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values of high-yield securities, especially in a thinly traded market. Under adverse market or economic conditions, the secondary market for high-yield securities could contract further, independent of any specific adverse changes in the condition of a particular issuer. As a result, the Adviser could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Prices realized upon the sale of such lower-rated or unrated securities, under these circumstances, may be less than the prices used in calculating the Funds’ net asset value. Additionally, when secondary markets for high-yield securities are less liquid than the market for higher grade securities, it may be more difficult to value the securities because valuation may require more research, and elements of judgment may play a greater role in the valuation because there is less reliable, objective data available.
The use of credit ratings as the sole method of evaluating high-yield securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high-yield securities. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was last rated. The Adviser does not rely solely on credit ratings when selecting securities for the Funds, and develops its own independent analysis of issuer credit quality. If a credit rating agency changes the rating of a portfolio security held by a Fund, the Fund may retain the portfolio security if the Adviser deems it in the best interest of shareholders.
Lower-rated or unrated debt obligations present risks based on payment expectations. If an issuer calls the obligation for redemption, a Fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. If a Fund experiences unexpected net redemptions, it may be forced to sell its higher- rated securities, resulting in a decline in the overall credit quality of the Fund’s portfolio and increasing the exposure of the Fund to the risks of high-yield securities.
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PARTICIPATION ON CREDITOR COMMITTEES: Representatives of a Fund (in particular – but not limited to – the High Yield Bond Fund) or the Adviser may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Fund. Such participation may subject a Fund to expenses such as legal fees and may make a Fund an “insider” of the issuer for purposes of the federal securities laws, and therefore may restrict such Fund’s ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by a Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. A Fund will participate on such committees only when the Adviser believes that such participation is necessary or desirable to enforce the Fund’s rights as a creditor or to protect the value of securities held by the Fund.
ILLIQUID INVESTMENTS
Rule 22e-4 under the 1940 Act (the “Liquidity Rule”) requires, among other things, that all registered open-end management investment companies, including the Funds, establish a written liquidity risk management program (a “Liquidity Program”). Under a fund’s Liquidity Program, a fund must assess, manage and periodically review the fund’s liquidity risk, classify the liquidity of each of the fund’s portfolio investments, determine a highly liquid investment minimum, limit illiquid investments to 15% of fund investments, and establish policies and procedures regarding how and when a fund will engage in redemptions in-kind. Consistent with the Liquidity Rule, the Board of Trustees has reviewed and approved the written Liquidity Program for the Funds and has designated a committee of professionals associated with the Adviser to administer the Funds’ Liquidity Program. On an ongoing basis, the Board of Trustees will review annual reports from that committee, as the program administrator of the Funds’ Liquidity Program, on operations of the Funds’ Liquidity Program, its adequacy and effectiveness of implementation, and any material changes made to the Funds’ Liquidity Program. Under certain circumstances such as when there is a shortfall in a Fund’s highly liquid investments below its established highly liquid investment minimum or when a Fund’s illiquid investment holdings exceed 15% of its net assets, certain remedial actions must be taken, which may include Board of Trustees notification or review.
Under the Liquidity Rule, each Fund may not invest more than 15% of its net assets in repurchase agreements that have a maturity of longer than seven days or in other illiquid investments, including securities that are illiquid by virtue of the absence of a readily available market (either within or outside of the United States) or legal or contractual restrictions of resale. Historically, illiquid investments have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act, securities that are otherwise not readily marketable and repurchase agreements that have a maturity of longer than seven days. Securities which have not been registered under the Securities Act generally are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Mutual funds do not typically hold a significant amount of these restricted or other illiquid investments because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illegal securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities. Currently the Funds may invest in securities issued in private placements. The Funds also may invest in mezzanine securities that are placed between debt and equity in a company’s capital structure. These securities are typically subordinated debt instruments for late stage venture and mature companies and may offer income through a current coupon and equity participation through a warrant. In addition to being subject to credit risk, mezzanine securities are generally considered less liquid.
Over a period of years, however, a large institutional market has developed for certain securities that are not registered under the Securities Act, including repurchase agreements, commercial paper, foreign securities, municipal securities, convertible securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.
Rule 144A under the Securities Act allows for a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. The market for Rule 144A securities is active and liquid as a result of automated systems for the trading, clearance and settlement of unregistered securities of domestic and foreign issuers, such as the PORTAL Alliance platform sponsored by various securities industry participants.
Restricted securities eligible for resale pursuant to Rule 144A under the Securities Act and commercial paper for which there is a readily available market will not be deemed to be illiquid. The Adviser will monitor the liquidity of such restricted securities subject to the supervision of the Board of Trustees. In reaching liquidity decisions, the Adviser will consider the following factors, among other considerations: (1) the frequency of trades and quotes for the security; (2) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (3) dealer undertakings to make a market in the security; and (4) the nature
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of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer). In addition, in order for commercial paper that is issued in reliance on Section 4(a)(2) of the Securities Act to be considered liquid, (i) it must be rated in one or two of the highest rating categories by at least two nationally recognized statistical rating organizations (“NRSRO”), or if only one NRSRO rates the securities, by that NRSRO, or, if unrated, be of comparable quality in the view of the Adviser, and (ii) it must not be “traded flat” (i.e., without accrued interest) or in default as to principal or interest. While the Adviser uses procedures to determine that certain Rule 144A securities are liquid, market conditions may later affect that assessment adversely. Therefore, the Fund could potentially hold higher levels of illiquid investments than previously anticipated. Investing in Rule 144A securities could have the effect of increasing the level of Fund illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. Repurchase agreements subject to demand are deemed to have a maturity equal to the notice period.
LOANS OF PORTFOLIO SECURITIES
The High Yield Bond Fund, Investment Grade Credit Fund, Strategic Income Fund, Sustainable Securitized Fund, Total Return Bond Fund, Ultra Short Bond Fund and the Unconstrained Bond Fund are authorized to lend their portfolio securities in an effort to increase the return and income on the Fund’s portfolio. A Fund that loans portfolio securities will typically loan those securities to well-known and recognized U.S. and foreign brokers, dealers and banks. These loans, if and when made, may not exceed one-third of the value of the Fund’s total assets. The Funds’ loans of securities will be collateralized by cash, letters of credit, government securities or qualifying liquid securities. The Funds will retain the right to all interest and dividends payable with respect to the loaned securities. If a Fund lends its portfolio securities it may charge the borrower a negotiated fee and retain the ability to terminate the loan at any time. In lending securities, a Fund will be subject to risks, including the potential inability to recall the loaned securities should the borrower fail financially, and the possible loss in market value of the collateral. While voting rights on the loaned securities may pass to the borrower, the Trust’s Board of Trustees must be able to terminate the loan and regain the right to vote the securities if a material event adversely affecting the investment occurs.
MEZZANINE INVESTMENTS
The High Yield Bond Fund, Strategic Income Fund and Total Return Bond Fund (and the other Funds to a limited extent) may invest in certain high yield securities known as mezzanine investments, which are subordinated debt securities generally issued in private placements in connection with an equity security (e.g., with attached warrants). Mezzanine investments may be issued with or without registration rights. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected average life is significantly shorter at three to five years. Mezzanine investments are usually unsecured and subordinate to other obligations of the issuer.
MORTGAGE-RELATED SECURITIES
The Funds may invest in residential or commercial mortgage-related securities, including mortgage pass-through securities, including TBAs (to-be-announced), collateralized mortgage obligations (“CMOs”), adjustable-rate mortgage securities, CMO residuals, stripped mortgage-related securities such as Principal only (PO) and Interest only (IO) bonds, floating and inverse floating rate securities and tiered index bonds. CMOs and other mortgage-related securities that are issued or guaranteed by the U.S. government or by any of its agencies or instrumentalities will be considered U.S. government securities for purposes of applying a Fund’s diversification and industry concentration tests. For purposes of a Fund’s industry concentration policy, the Funds will analyze the characteristics of a particular issuer, security, underlying collateral and related obligors and then assign an industry or sector classification consistent with those characteristics.
The Sustainable Securitized Fund will consider the full notional market value of its net agency MBS TBA contracts for purposes of its principal investment strategy to invest at least 80% of its net assets according to the Adviser’s positive-screening environmental, social and governance (“ESG”) criteria, as described in the prospectus for the Fund. While the underlying pools of agency MBS TBA contracts may not be known at the time of commitment, because the underlying assets of the agency MBS TBA contracts are issued by Ginnie Mae, Fannie Mae, or Freddie Mac, such agency MBS TBA contracts are considered to meet the Adviser’s ESG criteria due to those entities’ (social) mandates to provide liquidity, stability and affordability to the mortgage market.
The yield characteristics of mortgage-related securities differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. As a result, if the Funds purchase such a security at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Alternatively, if the Funds purchase these securities at a discount, faster than expected prepayments will increase, while slower than expected prepayments will reduce, yield to maturity. The Funds may invest a portion of their assets in derivative mortgage-related securities that are highly sensitive to changes in prepayment and interest rates. The Adviser will seek to manage these risks (and potential benefits) by diversifying its investments in such securities and through hedging techniques.
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During periods of declining interest rates, prepayment of mortgages underlying mortgage-related securities can be expected to accelerate. Accordingly, a Fund’s ability to maintain positions in high-yielding mortgage-related securities will be affected by reductions in the principal amount of such securities resulting from such prepayments, and its ability to reinvest the returns of principal at comparable rates is subject to generally prevailing interest rates at that time. Prepayments may also result in the realization of capital losses with respect to higher yielding securities that had been bought at a premium or the loss of opportunity to realize capital gains in the future from possible future appreciation.
MORTGAGE PASS-THROUGH SECURITIES: Mortgage pass-through securities represent interests in pools of mortgages in which payments of both principal and interest on the securities are generally made monthly, in effect “passing through” monthly payments made by borrowers on the residential or commercial mortgage loans which underlie the securities (net of any fees paid to the issuer or guarantor of the securities). Mortgage pass-through securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. TBAs, or to-be-announced securities, are a type of mortgage pass-through security that settles on a delayed delivery basis, thus giving them a derivative nature. Early payment of principal on mortgage pass-through securities (arising from prepayments of principal due to the sale of underlying property, refinancing, or foreclosure, net of fees and costs which may be incurred) may expose a Fund to a lower rate of return upon reinvestment of principal. Also, if a security subject to repayment has been purchased at a premium, in the event of prepayment, the value of the premium would be lost.
There are currently three types of mortgage pass-through securities, (i) those issued by the U.S. government or one of its agencies or instrumentalities, such as the GNMA, the FNMA and the FHLMC; (ii) those issued by private issuers that represent an interest in or are collateralized by pass-through securities issued or guaranteed by the U.S. government or one of its agencies or instrumentalities; and (iii) those issued by private issuers that represent an interest in or are collateralized by whole mortgage loans or pass-through securities without a government guarantee but usually having some form of private credit enhancement.
GNMA is a wholly-owned United States Government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the United States Government, the timely payment of principal and interest on securities issued by the institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage banks), and backed by pools of mortgages insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.
Obligations of FNMA and FHLMC are not backed by the full faith and credit of the United States Government. In the case of obligations not backed by the full faith and credit of the United States Government, a Fund must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment. FNMA and FHLMC may borrow from the U.S. Treasury to meet their obligations, but the U.S. Treasury is under no obligation to lend to FNMA or FHLMC.
Private mortgage pass-through securities are structured similarly to GNMA, FNMA and FHLMC mortgage pass-through securities and are issued by originators of and investors in mortgage loans, including depository institutions, mortgage banks, investment banks and special purpose subsidiaries of the foregoing. Pools created by private mortgage pass-through issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the private pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. The insurance and guarantees and the credit worthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the Funds’ investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Private mortgage pass-through securities may be bought without insurance or guarantees if, through an examination of the loan experience and practices of the originator/services and poolers, the Adviser determines that the securities meet the Funds’ quality standards.
COLLATERALIZED MORTGAGE OBLIGATIONS: CMOs, including CMOs that have elected to be treated for federal income tax purposes as Real Estate Mortgage Investment Conduits (“REMICs”), are hybrid instruments with characteristics of both bonds and mortgage pass-through securities. CMOs are debt obligations collateralized by residential or commercial mortgage loans or residential or commercial mortgage pass-through securities. Interest and prepaid principal are generally paid monthly. CMOs may be collateralized by whole mortgage loans or private mortgage pass-through securities but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or FNMA. The issuer of a series of CMOs may elect to be treated for tax purposes as a REMIC. All future references to CMOs shall also be deemed to include REMICs.
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CMOs are structured into multiple classes, each bearing a different stated maturity. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes usually receive principal only after shorter classes have been retired. An investor may be partially protected against a sooner than desired return of principal because of the sequential payments.
Issuers of CMOs generally are not considered investment companies because of available exclusions under the 1940 Act and, as a result, the Funds may invest in the securities of these issuers without the limitations imposed by the 1940 Act on investments by the Fund in other investment companies. In the unusual situation that a Fund invests in a CMO that does not meet the requirements of those exclusions or of any separate exemptive order the CMO may have obtained from the SEC, that Fund may not invest more than 10% of its assets in all such entities considered to be investment companies and may not acquire more than 3% of the voting securities of any single entity.
The Funds also may invest in, among other things, parallel pay CMOs, Planned Amortization Class CMOs (“PAC bonds”), sequential pay CMOs, and floating rate CMOs. Parallel pay CMOs are structured to provide payments of principal on each payment date to more than one class. PAC bonds generally require payments of a specified amount of principal on each payment date. Sequential pay CMOs generally pay principal to only one class while paying interest to several classes. Floating rate CMOs are securities whose coupon rate fluctuates according to some formula related to an existing mortgage index or rate. Typical indices would include the Eleventh District Cost-of-Funds Index, the London Interbank Offered Rate, one-year Treasury yields, and ten-year Treasury yields.
ADJUSTABLE-RATE MORTGAGE SECURITIES: Adjustable rate mortgage securities (“ARMs”) are pass-through securities collateralized by mortgages with adjustable rather than fixed rates. ARMs eligible for inclusion in a mortgage pool generally provide for a fixed initial mortgage interest rate for either the first three, six, twelve, thirteen, 36, or 60 scheduled monthly payments. Thereafter, the interest rates are subject to periodic adjustment based on changes to a designated benchmark index.
The ARMs contain maximum and minimum rates beyond which the mortgage interest rate may not vary over the lifetime of the security. In addition, certain ARMs provide for additional limitations on the maximum amount by which the mortgage interest may be adjusted for any single adjustment period. In the event that market rates of interest rise more rapidly to levels above that of the ARM’s maximum rate, the ARM’s coupon may represent a below market rate of interest. In these circumstances, the market value of the ARM security will likely have fallen.
Some ARMs contain limitations on changes in the required monthly payment. In the event that a monthly payment is not sufficient to pay the interest accruing on an ARM, any such excess interest is added to the principal balance of the mortgage loan, which is repaid through future monthly payments. If the monthly payment for such an instrument exceeds the sum of the interest accrued at the applicable mortgage interest rate and the principal payment required at such point to amortize the outstanding principal balance over the remaining term of the loan, the excess is then utilized to reduce the outstanding principal balance of the ARM.
CMO RESIDUALS: CMO residuals are derivative mortgage securities issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, and special purpose entities of the foregoing.
The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the prepayment experience on the mortgage assets. In part, the yield to maturity on the CMO residuals is extremely sensitive to prepayments on the related underlying mortgage assets, in the same manner as an interest-only (“IO”) class of stripped mortgage-related securities. See “Stripped Mortgage-Related Securities” below. In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-related securities, in certain circumstances a Fund may fail to recoup its initial investment in a CMO residual.
CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. The CMO residual market has recently developed and CMO residuals currently may not have the liquidity of other more established securities trading in other markets. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. In addition, CMO residuals may or, pursuant to an exemption, may not have been registered under the Securities Act. CMO residuals, whether or not registered under the Securities Act, may be subject to certain restrictions on transferability, and may be deemed “illiquid” and subject to a Fund’s limitations on investment in illiquid investments.
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STRIPPED MORTGAGE-RELATED SECURITIES: Stripped mortgage-related securities (“SMRS”) are derivative multi-class mortgage securities. SMRS may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose entities of the foregoing.
SMRS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMRS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the “IO” class), while the other class will receive the entire principal (the principal-only or “PO” class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Fund’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may fail to fully recoup its initial investment in these securities even if the security is in one of the highest rating categories.
SMRS are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. Although the market for these securities is increasingly liquid, the Adviser may determine that certain stripped mortgage-backed securities issued by the U. S. government, its agencies or instrumentalities are not readily marketable. If so, these securities, together with privately-issued stripped mortgage-backed securities, will be considered illiquid and subject to a Fund’s limitations on investment in illiquid investments. The Funds also may invest in stripped mortgage-backed securities that are privately issued. The liquidity of these securities will be determined in accordance with the policies and procedures established by the Board of Trustees.
INVERSE FLOATERS: An inverse floater is a debt instrument with a floating or variable interest rate that moves in the opposite direction to the interest rate on another security or index level. Changes in the interest rate on the other security or index inversely affect the residual interest rate paid on the inverse floater, with the result that the inverse floater’s price will be considerably more volatile than that of a fixed-rate bond. Inverse floaters may experience gains when interest rates fall and may suffer losses in periods of rising interest rates. The market for inverse floaters is relatively new.
TIERED INDEX BONDS: Tiered index bonds are relatively new forms of mortgage-related securities. The interest rate on a tiered index bond is tied to a specified index or market rate. So long as this index or market rate is below a predetermined “strike” rate, the interest rate on the tiered index bond remains fixed. If, however, the specified index or market rate rises above the “strike” rate, the interest rate of the tiered index bond will decrease. Thus, under these circumstances, the interest rate on a tiered index bond, like an inverse floater, will move in the opposite direction of prevailing interest rates, with the result that the price of the tiered index bond may be considerably more volatile than that of a fixed-rate bond.
RESIDENTIAL MORTGAGE-BACKED SECURITIES (“RMBS SECURITIES”): Beginning in early 2008, the U.S. residential mortgage-backed securities market, particularly the portion commonly referred to as “subprime,” was well into a period of extreme stress and dislocation. Most market participants believe this stress to be the result of years of excessive volume growth in residential mortgage loans (which will be referred to in this paragraph as “Loans” or, individually, as a “Loan”) and a sharp deterioration of Loan quality. The phrase “subprime” refers to a Loan given to a borrower with a poor or no credit history and usually includes one or more aggressive Loan terms such as a high Loan-to-value ratio. Such Loans carry a higher degree of risk than other Loans, and, therefore, a higher probability of default. Credit and other structural enhancements provided within RMBS Securities backed in whole or in part by subprime Loans (such RMBS Securities, “Subprime RMBS”) were intended to incorporate this higher degree of risk. Such enhancements were provided as a protection to holders of such Subprime RMBS. However, the current market prices of these Subprime RMBS and the delinquencies and defaults of their underlying Loans imply that many of these Subprime RMBS do not have adequate credit protection and may indeed suffer further partial or a complete loss of principal. Credit rating agencies have downgraded tens of billions of dollars of RMBS Securities and CDOs that include Subprime RMBS and other RMBS Securities and additional downgrades are expected. Some or all of the principal may be lost in these Subprime RMBS. While such Subprime RMBS will be purchased with the expectation of a potential for a positive long-term internal rate of return, it is possible that a prolonged period of continued stress and dislocation in the “subprime” residential mortgage sector will have a negative impact on the short-term liquidity and market pricing of these assets. Such effects have the potential to adversely impact the short-term and long-term liquidity and returns of the Funds.
MUNICIPAL SECURITIES
Municipal bonds (also municipal securities or municipal obligations) generally are issued by state and local governments and their agencies, authorities and other instrumentalities. Municipal obligations include obligations issued to obtain funds for various public purposes, including constructing a wide range of public facilities, such as bridges, highways, housing, hospitals, mass transportation, schools and streets. Other public purposes for which municipal obligations may be issued include the refunding of outstanding obligations, the obtaining of funds for general operating expenses and the making of loans to other public institutions and facilities. In addition, certain types of industrial development bonds (“IDBs”) and private activity bonds (“PABs”) are issued by or on behalf of public authorities to finance various privately operated facilities, including certain pollution control facilities, convention or trade show facilities, and airport, mass transit, port or parking facilities.
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The two principal classifications of municipal obligations are “general obligation” and “revenue” bonds. “General obligation” bonds are secured by the issuer’s pledge of its faith, credit and taxing power. “Revenue” bonds are payable only from the revenues derived from a particular facility or class of facilities or from the proceeds of a special excise tax or other specific revenue source such as the corporate user of the facility being financed. IDBs and PABs are usually revenue bonds and are not payable from the unrestricted revenues of the issuer. The credit quality of IDBs and PABs is usually directly related to the credit standing of the corporate user of the facilities.
The ability of state, county or local governments to meet their obligations will depend primarily on the availability of tax and other revenues to those governments and on their fiscal conditions generally. The amounts of tax and other revenues available to governmental issuers may be affected from time to time by economic, political and demographic conditions within or outside of the particular state. In addition, constitutional or statutory restrictions may limit a government’s power to raise revenues or increase taxes.
Municipal bonds are subject to interest rate, credit and market risk. Because of how they are issued, municipal bonds also are subject to the risk that litigation, legislation, various political events, local business or economic conditions, or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest. Lower rated municipal bonds generally are subject to greater credit and market risk than higher quality municipal bonds. The types of municipal bonds in which the Funds may invest include municipal lease obligations. The Funds may also invest in industrial development bonds, which are municipal bonds issued by a government agency on behalf of a private sector company and, in most cases, are not backed by the credit of the issuing municipality and may therefore involve more risk. The Funds may also invest in securities issued by entities whose underlying assets are municipal bonds.
The Funds may invest, without limitation, in residual interest bonds (sometimes referred to as inverse floaters) (“RIBs”), which brokers create by depositing municipal bonds into a trust. The trust in turn issues a variable rate security and RIBs. The interest rate for the variable rate security is determined by an index or an auction process held approximately every 7 to 35 days, while the RIB holder receives the balance of the income from the underlying municipal bond less an auction fee. The market prices of RIBs may be highly sensitive to changes in market rates and may decrease significantly when market rates increase. In a transaction in which a Fund purchases a RIB from a trust, and the underlying municipal bond was held by the Fund prior to being deposited into the trust, the Fund treats the transaction as a secured borrowing for financial reporting purposes. As a result, the Fund will incur a non-cash interest expense with respect to interest paid by the trust on the variable rate securities, and will recognize additional interest income in an amount directly corresponding to the non-cash interest expense. Therefore, the Fund’s net asset value per share and performance are not affected by the non-cash interest expense. This accounting treatment does not apply to RIBs acquired by the Funds where the Funds did not previously own the underlying municipal bond.
NON-U.S. MONEY MARKET SECURITIES
Certain Funds may invest in non-U.S. money market securities. Money-market securities are generally subject to credit risk, which is the risk that an issuer will default in the payment of principal and/or interest on a security, and the risk that a security’s value may decline for reasons directly related to the issuer, such as management performance, financial leverage and condition of the business. Foreign money market securities are additionally subject to currency risk, in that foreign currencies may decline in value relative to the U.S. dollar and affect a Fund’s investments in such securities, and they may have less liquidity than similar U.S. securities.
REPURCHASE AGREEMENTS
Each Fund may enter into repurchase agreements involving U.S. government securities or other collateral including mortgage-related products or corporate securities with commercial banks or broker-dealers, whereby the seller of a security agrees to repurchase the security from the Fund on an agreed-upon date in the future. While each Fund intends to be fully collateralized as to such agreements, and the collateral will be marked to market daily, if the person obligated to repurchase from the Fund defaults, there may be delays and expenses in liquidating the securities subject to the repurchase agreement, a decline in their value and a loss of interest income.
A repurchase transaction occurs when, at the time a Fund purchases a security, that Fund also resells it to a vendor (normally a commercial bank or broker-dealer) and must deliver the security (and/or securities substituted for them under the repurchase agreement) to the vendor on an agreed-upon date in the future. Such securities, including any securities so substituted, are referred to as the “Resold Securities.” The resale price is in excess of the purchase price in that it reflects an agreed-upon market interest rate effective for the period of time during which the Fund’s money is invested in the Resold Securities. The majority of these transactions run from day to day, and the delivery pursuant to the resale typically will occur within one to five days of the purchase. The Fund’s risk is limited
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to the ability of the vendor to pay the agreed-upon sum at the delivery date; in the event of bankruptcy or other default by the vendor, there may be possible delays and expenses in liquidating the instrument purchased, decline in its value and loss of interest. The Adviser will consider the creditworthiness of any vendor of repurchase agreements. Repurchase agreements can be considered as loans “collateralized” by the Resold Securities, and are defined as “loans” in the 1940 Act. The return on such collateral may be more or less than that from the repurchase agreement. The Resold Securities will be marked to market every business day so that the value of the collateral is at least equal to the value of the loan, including the accrued interest earned thereon. All Resold Securities will be held by the Fund’s custodian either directly or through a securities depository (tri-party repurchase agreement) or the Federal Reserve book-entry system.
REVERSE REPURCHASE AGREEMENTS
The Funds may enter into reverse repurchase agreements, whereby a Fund sells securities concurrently with entering into an agreement to repurchase those securities at a later date at a fixed price. During the reverse repurchase agreement period, the Fund continues to receive principal and interest payments on those securities. Reverse repurchase agreements are speculative techniques involving leverage and are considered borrowings by the Fund for purposes of the percentage limitations applicable to borrowings.
SALE-BUYBACKS
The Funds also may effect simultaneous purchase and sale transactions that are known as “sale-buybacks.” A sale-buyback is similar to a reverse repurchase agreement, except that in a sale-buyback, the counterparty that purchases the security is entitled to receive any principal or interest payments made on the underlying security pending settlement of the Fund’s repurchase of the underlying security. A Fund’s obligations under a sale-buyback typically would be offset by liquid assets equal in value to the amount of the Fund’s forward commitment to repurchase the subject security.
SHORT SALES
If a Fund anticipates that the price of a security will decline, it may sell the security “short” and borrow the same security from a broker or other institution to complete the sale. The Fund may make a profit or loss depending upon whether the market price of the security decreases or increases between the date of the short sale and the date on which the Fund must replace the borrowed security.
Until the security is replaced, the Fund generally is required to pay to the lender amounts equal to any interest that accrues during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would also increase the cost of the security sold. The proceeds of the short sale will be retained by the broker (or by the Fund’s custodian in a special custody account), to the extent necessary to meet the margin requirements, until the short position is closed out.
Until the Fund closes its short position or replaces the borrowed security, the Fund will designate liquid securities at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current value of the security sold short and (ii) the amount designated plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short.
The Investment Grade Credit Fund, High Yield Bond Fund, Strategic Income Fund and Sustainable Securitized Fund may not make short sales of securities or maintain a short position if more than 33 1/3% of the Fund’s total assets (taken at current value) are held as collateral for such sales at any one time. The Low Duration Bond Fund, Total Return Bond Fund, Ultra Short Bond Fund and Unconstrained Bond Fund will not make total short sales exceeding 25% of the Fund’s total assets.
U.S. GOVERNMENT SECURITIES
The Funds may invest in U.S. government securities. U.S. government securities include direct obligations issued by the United States Treasury, such as Treasury bills, certificates of indebtedness, notes, bonds and component parts of notes or bonds (including the principal of such obligations or the interest payments scheduled to be paid on such obligations). U.S. government securities also can include securities issued or guaranteed by U.S. government agencies and instrumentalities that issue or guarantee securities, including, but not limited to, the Federal National Mortgage Association (“FNMA”), Government National Mortgage Association (“GNMA”), Federal Home Loan Banks, Federal Financing Bank, Student Loan Marketing Association. Federal Home Loan Mortgage Corporation (“FHLMC”), Federal Intermediate Credit Banks, Federal Land Banks, Tennessee Valley Authority, Inter-American Development Bank, Asian Development Bank and the International Bank for Reconstruction and Development. Certain of these entities are U.S. Government Sponsored Enterprises (“GSE”). Although the securities of these GSEs, and others like them, may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the United States Treasury. For example, FNMA’s guarantee is supported by its ability to borrow from the U.S. Treasury, while FHLMC’s guarantee is backed by reserves set aside to protect holders against losses due to default. In September 2008, the Federal Housing Finance Agency placed FNMA and the FHLMC into conservatorship to control their operations. Certain financing arrangements were put in place to support
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their bonds, but they are not backed by the full faith and credit of the U.S. government. Also included as U.S. government securities are bank-issued debt instruments that are guaranteed by the Federal Deposit Insurance Corporation (FDIC) under its Temporary Liquidity Guarantee Program, which is backed by the full faith and credit of the U.S. government.
Except for U.S. Treasury securities, obligations of U.S. government agencies and instrumentalities may or may not be supported by the full faith and credit of the United States. Some are backed by the right of the issuer to borrow from the Treasury; others by discretionary authority of the U.S. government to purchase the agencies’ obligations; while still others, such as the Student Loan Marketing Association, are supported only by the credit of the instrumentality. In the case of securities not backed by the full faith and credit of the United States, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitment. Each Fund will invest in securities of such instrumentality only when the Adviser is satisfied that the credit risk with respect to that instrumentality is acceptable.
Among the U.S. government securities that may be purchased by the Funds are certain “mortgage-backed securities” of GNMA, the FHLMC and FNMA. See the discussion under “Mortgage-Related Securities.”
The Funds may invest in component parts of the U.S. Treasury notes or bonds, namely, either the principal of such Treasury obligations or one of the interest payments scheduled to be paid on such obligations. These obligations may take the form of (i) Treasury obligations from which the interest coupons have been stripped, (ii) the interest coupons that are stripped, (iii) book-entries at a Federal Reserve member bank representing ownership of Treasury obligation components, or (iv) receipts evidencing the component parts (principal or interest) of Treasury obligations that have not actually been stripped. Such receipts evidence ownership of component parts of Treasury obligations (principal or interest) purchased by a third party (typically an investment banking firm) and held on behalf of the third party in physical or book-entry form by a major commercial bank or trust company pursuant to a custody agreement with the third party. These custodial receipts are known by various names, including “Treasury Receipts,” “Treasury Investment Growth Receipts” (TIGRs) and “Certificates of Accrual on Treasury Securities” (CATS), and are not issued by the U.S. Treasury. Therefore, they are not U.S. government securities, although the underlying bonds represented by these receipts are debt obligations of the U.S. Treasury.
WARRANTS
The High Yield Bond Fund, Investment Grade Credit Fund, Strategic Income Fund and Sustainable Securitized Fund may invest in or acquire warrants to purchase equity or fixed income securities. Bonds with warrants attached to purchase equity securities have many characteristics of convertible bonds and their prices may, to some degree, reflect the performance of the underlying stock. Bonds also may be issued with warrants attached to purchase additional fixed income securities at the same coupon rate. A decline in interest rates would permit the Funds to buy additional bonds at the favorable rate or to sell the warrants at a profit. If interest rates rise, the warrants would generally expire with no value.
WHEN-ISSUED SECURITIES
The Funds may purchase securities on a when-issued or delayed-delivery basis, generally in connection with an underwriting or other offering. When-issued and delayed-delivery transactions occur when securities are bought with payment for and delivery of the securities scheduled to take place at a future time, beyond normal settlement dates, generally from 15 to 45 days after the transaction. The price that the Fund is obligated to pay on the settlement date may be different from the market value on that date. While securities may be sold prior to the settlement date, the Funds intend to purchase such securities with the purpose of actually
acquiring them, unless a sale would be desirable for investment reasons. At the time the Fund makes a commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the value of the security each day in determining the Fund’s net asset value. The Fund will also designate liquid securities, marked-to-market daily, equal in value to its obligations for when-issued securities.
PORTFOLIO TURNOVER
Portfolio securities are sold whenever the Adviser believes it appropriate, regardless of how long the securities have been held. Portfolio turnover generally involves some expense to the Fund, including brokerage commissions, dealer markups and other transaction costs, and may result in the recognition of capital gains that may be distributed to shareholders. Generally, portfolio turnover over 100% is considered high and increases these costs. The rate of portfolio turnover will not be a limiting factor in making portfolio decisions. Each Fund’s investment program emphasizes active portfolio management with a sensitivity to short-term market trends and price changes in individual securities. Accordingly, each Fund may take frequent trading positions, resulting in portfolio turnover that may exceed the portfolio turnover of most investment companies of comparable size. Portfolio turnover rates for the most recent fiscal periods of the Funds are set forth in the “Financial Highlights” tables in the Prospectus.
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RISK OF INCREASED RELIANCE ON DATA ANALYTICS
In recent years, the asset management business has become increasingly dependent on data analytics to support portfolio management, investment operations and compliance. The Adviser’s regulators have also substantially increased the extent and complexity of the data analytic component of compliance requirements. A failure to source accurate data from third parties or to correctly analyze, integrate or apply data could result in operational, trade or compliance errors, could cause portfolio losses, and could lead to regulatory concerns.
DEFENSIVE INVESTING
The Funds may engage in defensive investing, which is a deliberate, temporary shift in portfolio strategy that may be undertaken when markets start behaving in volatile or unusual ways. Depending on the Adviser’s analysis of the various markets and other considerations, the Funds may, for temporary defensive purposes, invest a substantial part or all of their assets in bonds of U.S. or foreign governments, cash, certificates of deposit, bankers’ acceptances, high-grade commercial paper, and repurchase agreements. Such investments may also be made for temporary purposes pending investment in other securities or following substantial new investment in a Fund. When the Funds have invested defensively in low risk, low return securities, they may not achieve their investment objectives. There is no assurance that the Funds will enter into a defensive strategy in the event of volatility or other unusual activity in the securities markets.
INTERFUND BORROWING AND LENDING
The SEC has issued an exemptive order permitting the Funds to borrow money from and lend money to each other, as well as funds managed by TCW Investment Management Company LLC, an affiliate of the Adviser. A Fund will borrow through the program only when the costs are equal to or lower than the cost of bank loans and will lend through the program only when the returns are higher than those available from an investment in overnight repurchase agreements. Interfund loans and borrowings normally extend overnight but can have a maximum duration of seven days. Loans may be called on one day’s notice. In addition, a Fund may participate in the program only if and to the extent that such participation is consistent with the Fund’s investment restrictions, policies, limitations and organizational documents. A borrowing Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment of an interfund borrowing to a lending Fund could result in lost investment opportunities or
additional borrowing costs. The Board of Trustees is responsible for overseeing and periodically reviewing the interfund lending program.
MANAGEMENT
BOARD LEADERSHIP STRUCTURE
The operations of the Funds are under the direction of the Board of Trustees. The Board of Trustees establishes the Funds’ policies and oversees and reviews the management of the Funds. The Board of Trustees meets regularly (i.e., at least quarterly) to review the investment performance of the Funds and other financial and operational matters, including policies and procedures with respect to compliance with regulatory and other requirements, as well as to review the activities of the Trust’s officers, who are responsible for the day-to-day operations of the Funds. The Board of Trustees met eight times during the fiscal year ended March 31, 2025.
The Board of Trustees currently consists of nine Trustees, seven of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the Trust (the “Independent Trustees”). An Independent Trustee serves as Chairman of the Board of Trustees. In addition, there are two standing committees of the Board of Trustees to which the Board of Trustees has delegated certain authority and supervisory responsibilities, and are comprised exclusively of Independent Trustees. Those committees are the Audit Committee and the Nominating and Governance Committee, whose responsibilities and activities are described below.
As part of each regular Board of Trustees meeting, the Independent Trustees meet separately from the Adviser, and as needed with their independent legal counsel and with the Trust’s Chief Compliance Officer. The Board of Trustees reviews its leadership structure periodically as part of its annual self-assessment process and believes that its structure is appropriate to enable the Board of Trustees to exercise its oversight of the Funds.
The Funds have retained the Adviser as the Funds’ investment adviser. Subject to the objectives and policies as the Trustees may determine, the Adviser furnishes a continuing investment program for the Funds, makes investment decisions on their behalf, manages risks that arise from the Funds’ investments and operations, and provides administrative services to each Fund, all pursuant and subject to its investment advisory agreement with the Funds. Employees of the Adviser serve as the Trust’s officers, including the Trust’s President, Treasurer, Secretary and Chief Compliance Officer.
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TRUSTEES AND OFFICERS
Detailed information about the Trustees and officers of the Funds, including their names, addresses, ages and principal occupations for the last five years, is set forth in the table below. “Fund Complex” refers to the Funds (consisting of 9 portfolios as of December 31, 2024), TCW Strategic Income Fund, Inc. (“TSI”) (consisting of 1 portfolio as of December 31, 2024), TCW ETF Trust (consisting of 11 portfolios as of December 31, 2024), TCW Funds, Inc. (consisting of 11 portfolios as of December 31, 2024), and TCW Private Asset Income Fund (consisting of 1 portfolio as of December 31, 2024). As of July 28, 2025, the Funds consisted of 8 portfolios and the Fund Complex consisted of 33 portfolios.
| NAME AND YEAR OF BIRTH(1) |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS(3) |
OTHER DIRECTORSHIPS HELD BY TRUSTEE |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE | |||||
| INDEPENDENT TRUSTEES(3) | ||||||||||
| Patrick C. Haden (1953) |
Trustee and Vice Chairman of the Board | Indefinite term, since 2010 | President (since 2003), Wilson Ave. Consulting (business consulting firm). | Auto Club (affiliate of AAA); TCW Funds, Inc. (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | 33 | |||||
| Martin Luther King III (1957) |
Trustee | Indefinite term, since 1997 | President and Chief Executive Officer (since 1998), The King Center (non-profit organization); Chief Executive Officer (since January 2006), Realizing the Dream (non-profit organization); Independent motivational lecturer (since 1980). | TCW Funds, Inc. (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | 33 | |||||
| Peter McMillan (1957) |
Trustee and Chairman of the Nominating and Governance Committee | Indefinite term, since 2009 | Co-founder (since 2019), Pacific Oak Capital Advisors (investment advisory firm); Co-founder, Managing Partner and Chief Investment Officer (since May 2013), Temescal Canyon Partners (investment advisory firm). | Pacific Oak Strategic Opportunity REIT (real estate investments); Keppel Pacific Oak U.S. REIT (real estate investments); Pacific Oak Residential Trust (real estate investments); TCW Funds, Inc. (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW DL VII Financing LLC (private fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | 33 | |||||
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| NAME AND YEAR OF BIRTH(1) |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS(3) |
OTHER DIRECTORSHIPS HELD BY TRUSTEE |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE | |||||
| Victoria B. Rogers (1961) |
Trustee | Indefinite term, since 2024 | President and Chief Executive Officer (since 1996), The Rose Hills Foundation (charitable foundation). | Norton Simon Museum (art museum); Causeway Capital Management Trust (mutual fund); The Rose Hills Foundation (charitable foundation); Saint John’s Health Center Foundation (charitable foundation); TCW Funds, Inc. (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | 33 | |||||
| Robert G. Rooney (1957) |
Trustee and Chairman of the Audit Committee |
Indefinite term, since 2009 | Founder (since August 2022), RGR Advisors CT, LLC (financial advisory firm); Senior Financial Advisor (August 2020 – March 2021), Chief Financial and Administrative Officer (November 2018 – August 2020), REEF Technology (real estate and technology services company). | TCW Funds, Inc. (mutual fund); TCW ETF Trust (exchange-traded fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW Private Asset Income Fund (closed-end fund). | 33 | |||||
| Michael Swell (1966) |
Trustee | Indefinite term, since 2024 |
Retired (since 2021); Partner and Managing Director (2007-2021), Goldman Sachs Asset Management (asset management company). | TCW Funds, Inc. (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund); Apollo Realty Income Solutions Inc. (nontraded real estate investment trust). | 33 | |||||
| Andrew Tarica (1959) |
Trustee and Chairman of the Board |
Indefinite term, since 2002, and Chairman since 2008 |
Retired (since December 2024); Chief Executive Officer (2001-2024), Meadowbrook Capital Management (asset management company); Employee (2003 – 2022), Cowen Prime Services (broker-dealer). | TCW Funds, Inc. (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW Direct Lending VII, LLC (business development company); TCW Direct Lending VIII, LLC (business development company); TCW Star Direct Lending, LLC (business development company); TCW Spirit Direct Lending, LLC (business development company); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | 33 | |||||
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| NAME AND YEAR OF BIRTH(1) |
POSITION(S) HELD WITH TRUST |
TERM OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS(3) |
OTHER DIRECTORSHIPS HELD BY TRUSTEE |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE | |||||
| INTERESTED TRUSTEES(3) | ||||||||||
| Megan McClellan (1978) |
Trustee and President and Principal Executive Officer | Indefinite term, since 2024 | Executive Vice President and Chief Strategy Officer (since 2023), the Adviser, TCW Investment Management Company LLC, The TCW Group, Inc., TCW LLC and TCW Asset Management Company LLC; President and Principal Executive Officer (since December 2023), TCW Funds, Inc., TCW ETF Trust, TCW Strategic Income Fund, Inc. and (since September 2024), TCW Private Asset Income Fund; Managing Director (2013-2023), J.P. Morgan Asset Management. | TCW Funds, Inc. (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund);TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | 33 | |||||
| Patrick Moore (1964) |
Trustee | Indefinite term, since 2014 | Group Managing Director (since 2000), the Adviser, TCW Investment Management Company LLC, TCW Asset Management Company LLC, and TCW LLC. Mr. Moore is a member of the CFA Institute. | TCW Funds, Inc. (mutual fund); TCW Strategic Income Fund, Inc. (closed-end fund); TCW ETF Trust (exchange-traded fund); TCW Private Asset Income Fund (closed-end fund). | 33 | |||||
| NAME, YEAR OF BIRTH AND POSITION(S) WITH THE FUNDS(1) |
POSITION(S) HELD WITH THE FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
OTHER DIRECTORS HIPS HELD BY TRUSTEE |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE | |||||
| OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES(4) | ||||||||||
| Lisa Eisen (1963) |
Tax Officer | Indefinite term, since 2016 | Tax Officer (since 2016), TCW Funds, Inc., TCW ETF Trust, TCW Strategic Income Fund, Inc. and (since September 2024), TCW Private Asset Income Fund; Managing Director and Director of Tax (since 2016), TCW LLC. | N/A | N/A | |||||
| Drew Bowden (1961) |
Executive Vice President | Indefinite term, since 2023 | Executive Vice President, General Counsel and Secretary (since 2023), the Adviser, The TCW Group, Inc., TCW Asset Management Company LLC, TCW Investment Management Company LLC, TCW LLC and (since September 2024), TCW |
N/A | N/A | |||||
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| NAME, YEAR OF BIRTH AND POSITION(S) WITH THE FUNDS(1) |
POSITION(S) HELD WITH THE FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL OCCUPATION(S) DURING PAST5 YEARS |
OTHER DIRECTORS HIPS HELD BY TRUSTEE |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE | |||||
| OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES(4) | ||||||||||
| Asset Backed Finance Management Company LLC; Executive Vice President (since 2023), TCW Funds, Inc., TCW ETF Trust, and TCW Strategic Income Fund, Inc., and (since September 2024), TCW Private Asset Income Fund; Chief Operating Officer (2021- 2023) Western Asset Management Company; Executive Vice President and General Counsel (2020- 2021) and Senior Vice President and General Counsel (2015- 2020), Jackson Financial Inc. | ||||||||||
| Gladys Xiques (1973) |
Chief Compliance Officer and AML | Indefinite term, since 2021 | Group Managing Director and Global Chief Compliance Officer (since 2015), TCW LLC, the Adviser, TCW Investment Management Company LLC, TCW Asset Management Company LLC and The TCW Group, Inc.; Global Chief Compliance Officer (since September 2024), TCW Asset Backed Finance Management Company LLC; Chief Compliance Officer and AML Officer (since 2021), TCW Funds, Inc., TCW Strategic Income Fund, Inc., (since September 2024), TCW Private Asset Income Fund and (since May 2025), TCW ETF Trust. | N/A | N/A | |||||
| Richard Villa (1964) |
Treasurer, Principal Financial Officer, and Principal Accounting Officer | Indefinite term, since 2021 |
Executive Vice President, Chief Financial Officer and Assistant Secretary (since 2016), TCW LLC and (since 2008), the Adviser, TCW Investment Management Company LLC, The TCW Group, Inc. and TCW Asset Management Company LLC; Chairman, Executive Vice President and Chief Financial Officer (since September 2024), TCW Asset Basked Finance Management Company LLC; Treasurer, Principal Financial Officer and Principal Accounting Officer (since 2014), TCW Strategic Income Fund, Inc. and TCW Funds, Inc., (since September 2024), TCW Private Asset Income Fund and (since March 2025), TCW ETF Trust. | N/A | N/A | |||||
| Peter Davidson (1972) |
Vice President and Secretary | Indefinite term, since 2023 | Managing Director, Associate General Counsel and Assistant Secretary (since 2022), the Adviser, TCW Investment Management Company LLC, TCW Asset Management Company LLC, TCW LLC, TCW Asset Backed Finance Management Company LLC; Vice President and Secretary (since 2023), TCW Funds, Inc., TCW ETF Trust, TCW Strategic Income Fund, Inc. and (since September 2024), TCW Private Asset Income Fund; Assistant General Counsel – Investment Products and Advisory Services (2020 –2022), The Northwestern Mutual Life Insurance Company; Associate General Counsel (2019 –2020), Resolute Investment Managers. | N/A | N/A | |||||
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| NAME, YEAR OF BIRTH AND POSITION(S) WITH THE FUNDS(1) |
POSITION(S) HELD WITH THE FUNDS |
TERM OF OFFICE AND LENGTH OF TIME SERVED(2) |
PRINCIPAL OCCUPATION(S) DURING PAST5 YEARS |
OTHER DIRECTORS HIPS HELD BY TRUSTEE |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE | |||||
| OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES(4) | ||||||||||
| Eric Chan (1978) |
Assistant Treasurer | Indefinite term, since 2010 | Managing Director of Fund Operations (since 2006), the Adviser and (since 2009), TCW Investment Management Company LLC, TCW Asset Management Company LLC and TCW LLC; Assistant Treasurer (since 2009), TCW Funds, Inc., TCW Strategic Income Fund, Inc., (since September 2024), TCW Private Asset Income Fund and (since March 2025), TCW ETF Trust. Mr. Chan is a Certified Public Accountant. | N/A | N/A | |||||
| (1) | For purposes of Trust business, the address for all Trustees and officers is c/o The TCW Group, Inc., 515 South Flower Street, Los Angeles, California 90071. |
| (2) | The Board of Trustees recognizes the value of having a retirement policy and that having such a policy is consistent with best practices in the mutual fund industry. For that reason, the Board of Trustees has adopted the following policy (the “Retirement Policy”): A member of the Board of Trustees shall be required to retire from the Board of Trustees (and any committee(s) of the Board of Trustees on which he or she serves) no later than the first regular quarterly meeting of the Board of Trustees next held after that Board member reaches his or her 75th birthday; provided, however, that the affected Board member may continue to serve as a member of the Board of Trustees (and member of committee(s) of the Board of Trustees) for one or more successive one-year periods, or such shorter extension periods, as shall be approved by a unanimous secret vote of the other members of the Board of Trustees then serving. Any member of the Board of Trustees who has already reached his or her 75th birthday at the time of adoption of the Retirement Policy shall be automatically granted a two-year extension term, subject to any prior resignation or removal as a member of the Board of Trustees before the expiration of that two-year term. Any continuation of that Board member’s service beyond that two-year extension would be subject to the vote requirement previously specified above. |
| (3) | Positions with the Trust may have changed over time. |
| (4) | Positions with The TCW Group, Inc. and its affiliates may have changed over time. |
The Board of Trustees will consider nominees for Trustee recommended by shareholders provided that such recommendations are submitted by the date disclosed in a Fund’s proxy statement and otherwise comply with applicable securities laws, including Rule 14a-8 under the 1934 Act. Such shareholder recommendations must be in writing and should be sent to the attention of the Board of Trustees in care of the Trust at 515 South Flower Street, Los Angeles, California 90071. Shareholder recommendations should include the proposed nominee’s biographical information (including business experience for the past ten years) and a description of the qualifications of the proposed nominee, along with a statement from the proposed nominee that he or she is willing to serve and meets the requirements to be a disinterested Trustee, if applicable.
RISK OVERSIGHT
Through its direct oversight role, and indirectly through its committees, the Board of Trustees performs a risk oversight function for the Funds consisting, among other things, of the following activities:
General Oversight. The Board of Trustees regularly meets with, or receives reports from, the officers of the Trust and representatives of key service providers to the Trustees, including the Adviser, administrator, transfer agent, custodian and independent registered public accounting firm, to review and discuss the operational activities of the Funds and to provide direction with respect thereto.
Compliance Oversight. The Board of Trustees reviews and approves the procedures of the Trust established to ensure compliance with applicable federal securities laws. The Board of Trustees keeps informed about how the Funds’ operations conform to its compliance procedures through regular meetings with, and reports received from, the Trust’s Chief Compliance Officer and other officers.
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Investment Oversight. The Board of Trustees monitors investment performance during the year through regular performance reports from management with references to appropriate performance measurement indices. The Board of Trustees also receives focused performance presentations on a regular basis, including special written reports and oral presentations by portfolio managers. In addition, the Board of Trustees monitors the Funds’ investment practices and reviews the Funds’ investment strategies with management and receives focused presentations.
Valuation Oversight. Pursuant to Rule 2a-5 under the 1940 Act, the Board of Trustees has designated the Adviser as the “Valuation Designee” for purposes of making fair valuation determinations with respect to the Funds’ portfolio holdings, subject to oversight by the Board of Trustees. The Board of Trustees receives regular reports on the use of fair value prices and the effectiveness of the Funds’ valuation procedures.
Financial Reporting. Through its Audit Committee, the Board of Trustees meets regularly with the Trust’s independent registered public accounting firm to discuss financial reporting matters, the adequacy of the Trust’s internal controls over financial reporting, and risks to accounting and financial reporting matters.
COMMITTEES
Audit Committee. The Audit Committee makes recommendations to the Board of Trustees 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 Trust 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 Adviser. The Audit Committee consists of Ms. Rogers and Messrs. Haden, McMillan, Tarica, Rooney, King and Swell. Each Audit Committee member is an Independent Trustee. During the fiscal year ended March 31, 2025, the Audit Committee held four meetings.
Nominating and Governance Committee. The Nominating and Governance Committee makes recommendations to the Board of Trustees regarding nominations for membership on the Board of Trustees. It evaluates candidates’ qualifications for Board membership and, with respect to nominees for positions as Independent Trustees, their independence from the Adviser and other principal service providers of the Trust. The Nominating and Governance Committee periodically reviews trustee compensation and recommends any appropriate changes to the Board of Trustees. The Nominating and Governance Committee also reviews, and may make recommendations to the Board of Trustees relating to those, issues that pertain to the effectiveness of the Board of Trustees in carrying out its responsibilities of overseeing the management of the Trust and also considers general matters of Company governance and operations of the Board of Trustees. The Nominating and Governance Committee consists of Ms. Rogers and Messrs. Haden, McMillan, Tarica, Rooney, King and Swell. Each Nominating and Governance Committee member is an Independent Trustee. During the fiscal year ended March 31, 2025, the Nominating and Governance Committee held three meetings.
The Nominating and Governance Committee will consider potential trustee candidates recommended by shareholders provided that the proposed candidates satisfy the Trustee qualification requirements provided in the Trust’s Nominating and Governance Committee Charter and are not “interested persons” of the Trust within the meaning of the 1940 Act. In determining procedures for the submission of potential candidates by shareholders and any eligibility requirements for such nominees and for the shareholders submitting the nominations, the Nominating and Governance Committee has looked to recent SEC promulgations regarding Trustee nominations for guidance.
INFORMATION ABOUT EACH TRUSTEE’S QUALIFICATIONS, EXPERIENCE, ATTRIBUTES OR SKILLS
The Board of Trustees took into account a variety of factors in the original selection of candidates to serve as a Trustee, including the then composition of the Board. Generally, no one factor was decisive in the selection of an individual to join the Board of Trustees. Among the factors the Board of Trustees considered when concluding that an individual should serve on the Board of Trustees were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with the other members of the Board of Trustees; and (iii) how the individual’s skills, experience, and attributes would contribute to an appropriate mix of relevant skills and experience on the Board of Trustees. In addition, the Trustees also possess various other intangible qualities such as intelligence, work ethic, the ability to work together, to communicate effectively, to ask incisive questions and exercise judgment, and to oversee the business of the Trust. The Board of Trustees also considered, among other factors, the particular attributes described below with respect to the various individual Trustees. The summaries set forth below as to the qualifications, attributes, and skills of the Trustees are furnished in response to disclosure requirements imposed by the SEC and do not impose any greater or additional responsibility or obligation on, or change any standard of care of, any such person or on the Board of Trustees as a whole than otherwise would be the case.
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Patrick C. Haden. Mr. Haden, the Independent Vice Chairman of the Board of Trustees, is President of Wilson Ave. Consulting. From July 2016 through June 2017, Mr. Haden served as the Senior Advisor to the President of the University of Southern California. He also currently serves on the board of directors of Auto Club, an affiliate of AAA, TCW Funds, Inc., TCW ETF Trust, TCW Private Asset Income Fund, and TSI. Previously, he was the Athletic Director of the University of Southern California. Mr. Haden is a Rhodes Scholar and prior to August 2010, was a member of the board of trustees of the University of Southern California.
Martin Luther King III. Mr. King is a nationally prominent community leader and organizer. He has had leadership positions with various community organizations, including serving as President and Chief Executive Officer of The King Center (since 1998) and as Chief Executive Officer of Realizing the Dream (since January 2006), a non-profit organization that continues the humanitarian and liberating work of Dr. Martin Luther King, Jr. and Mrs. Coretta Scott King. He has been engaged as an independent motivational lecturer since 1980. He has served on the Board of Trustees since 1997, TCW Funds, Inc. and TCW ETF Trust since February 2024, and TSI and TCW Private Asset Income Fund since September 2024.
Megan McClellan. Ms. McClellan is Head of Corporate Strategy for TCW. In this role, she develops and implements long-term strategic plans for TCW focused on growth and innovation with President and CEO Katie Koch. Prior to joining TCW, Ms. McClellan spent more than 15 years at J.P. Morgan where she held a number of senior roles across the firm, including Global Head of Private Credit, CFO of Asset Management, and Head of U.S. Fixed Income for Wealth Management. Prior to her leadership roles, Ms. McClellan was a fixed income trader and portfolio manager. She has served on the boards of TCW Funds, Inc. and TCW ETF Trust since February 2024 and TSI and TCW Private Asset Income Fund since September 2024. Active in the community, Ms. McClellan serves as Co-Chair for the Philips Andover Academy Development Board and as a Member of the Board of the Block Island Maritime Institute. She volunteers with the SPCA of Westchester County.
Peter McMillan. Mr. McMillan, the Chair of the Nominating and Governance Committee, is a Co-Founder of Pacific Oak Capital Advisors, an investment advisory firm and Co-Founder, Managing Partner and Chief Investment Officer of Temescal Canyon Partners, an investment advisory firm. He is a Co-Founder of KBS Capital Advisors, a manager of real estate investment trusts, and from 2005 through 2019, served as Executive Vice President. Mr. McMillan serves on the boards of various Pacific Oak real estate investment trusts, TSI, TCW Funds, Inc., TCW ETF Trust, TCW Private Asset Income Fund, and TCW DL VII Financing LLC. Prior to forming Willowbrook Capital Group in 2000, Mr. McMillan served as the Executive Vice President and Chief Investment Officer of Sun America Investments, Inc. Prior to 1989, he served as Assistant Vice President for Aetna Life Insurance and Annuity Company with responsibility for the company’s fixed income portfolios.
Patrick Moore. Mr. Moore is an executive officer with the Adviser and has many years of experience with the Adviser’s portfolio management activities for its clients, including the Funds. Mr. Moore has served on the Board since 2014 and from 2010 until 2011. He has also served on the boards of TCW Funds Inc. and TCW ETF Trust since February 2024 and TSI and TCW Private Asset Income Fund since September 2024.
Victoria B. Rogers. Ms. Rogers is President and Chief Executive Officer of The Rose Hills Foundation. She also serves on the boards of The Rose Hills Foundation, Norton Simon Museum, Saint John’s Health Center Foundation, TCW Funds, Inc., TSI, TCW ETF Trust, TCW Private Asset Income Fund, and Causeway Capital Management Trust. Previously, Ms. Rogers served on the boards of The Chandler School, The Hotchkiss School, Polytechnic School, Stanford University, USA Water Polo, USC Rossier School of Education, and the YMCA of Metropolitan Los Angeles. Ms. Rogers has substantial experience in the area of taxes, accounting, non-profit organizations, and foundation management, having been previously employed by Deloitte, Security Pacific Bank and The Whittier Trust Company.
Robert G. Rooney. Mr. Rooney, a CPA and the Chair of the Audit Committee, is a transformation leader with over 35 years of senior executive and board experience with private equity backed and public companies, including in-depth experience with financial and compliance matters. In 2022 he formed a financial advisory firm, RGR Advisors CT, LLC. He has served as Chief Financial and Administrative Officer and Senior Financial Advisor of Reef Technology from November 2018 to March 2021. He was Chief Financial Officer of Citizens Parking Inc. from January 2018 to November 2018 (when a major division was sold to Reef), Chief Financial Officer of Novitex Enterprise Solutions, Inc. from 2015 to 2017, Partner at Televerse Media from 2011 to 2015, and was Chief Financial Officer and then Chief Operating Officer for Affinion Group and its predecessors from 2001 to 2011. Mr. Rooney has served on the boards of the Trust since 2009 and has served on the Boards as Audit Committee Chair for TCW Funds, Inc. and TCW ETF Trust since February 2024, and TSI and TCW Private Asset Income Fund since September 2024.
Michael Swell. Mr. Swell has many years of experience as an executive in the securities industry. He served as Partner and Managing Director of Goldman Sachs Asset Management from 2007 to 2021 where he led portfolio management globally across all fixed income
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products. He founded and served as portfolio manager on a number of flagship fixed income funds/strategies and has successfully trained, mentored, and managed a large number of employees. Prior to joining Goldman Sachs, Mr. Swell was a senior managing director and led the fixed income team at Friedman, Billings & Ramsey. Prior to Friedman, Billings & Ramsey, Mr. Swell was vice president and head of securities sales and trading at Freddie Mac. Mr. Swell has served on the boards of the Trust, TCW Funds, Inc. and TCW ETF Trust since February 2024 and TSI and TCW Private Asset Income Fund since September 2024.
Andrew Tarica. Mr. Tarica is the Independent Chairman of the Board of Trustees. From 2001 to December 2024, Mr. Tarica was Chief Executive Officer of Meadowbrook Capital Management, a fixed-income credit asset management company that also manages a fixed income credit fund. From 2003 through 2010, Mr. Tarica served as an employee of the broker-dealer business of Sanders Morris Harris, a Houston, Texas-based asset manager and broker-dealer, where he managed a fixed-income portfolio. Sanders Morris Harris’ broker-dealer business became Concept Capital Markets, LLC in 2010. In September 2015, Concept Capital Markets, LLC was purchased by Cowen & Co, where Mr. Tarica was employed until January 2022. From 1992 to 1999 Mr. Tarica was the global head of the high-grade corporate bond department at Donaldson, Lufkin & Jenrette. From 1990 to 1992 he ran the investment grade sales and trading department at Kidder Peabody. He began his career at Drexel Burnham in 1983 in the investment grade trading area, where he eventually became the head of trading. Mr. Tarica also serves on the boards of TCW Funds, Inc., TSI, TCW Direct Lending VII, LLC, TCW Direct Lending VIII, LLC, TCW Star Direct Lending, LLC, TCW Private Asset Income Fund, and TCW ETF Trust.
EQUITY OWNERSHIP OF TRUSTEES
The following tables set forth the dollar range of equity ownership of the Trustees, as of December 31, 2024, in each Fund and in all registered investment companies overseen by the Trustees in the same family of investment companies as the Funds, which as of March 31, 2025 included the Funds, TCW Funds, Inc., TSI, TCW ETF Trust and TCW Private Asset Income Fund. The codes for the dollar ranges of equity securities owned by the Trustees are: (a) $1-$10,000, (b) $10,001-$50,000, (c) $50,001-$100,000; and (d) over $100,000.
| Name of Trustee |
Dollar Range of Equity Securities in the Trust(1) |
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies(1) |
||||||
| INDEPENDENT TRUSTEES |
||||||||
| Patrick C. Haden |
Unconstrained Bond Fund – over $100,000 | Over $100,000 | ||||||
| Martin Luther King, III |
Total Return Bond Fund – $1 – $10,000 | $1 – $ 10,000 | ||||||
| Peter McMillan |
Total Return Bond Fund – over $100,000 | Over $100,000 | ||||||
| Victoria B. Rogers |
None | Over $100,000 | ||||||
| Robert Rooney |
|
Strategic Income Fund – over $100,000 Unconstrained Bond Fund – over $100,000 |
|
Over $100,000 | ||||
| Michael Swell |
|
Strategic Income Fund – $10,001-$50,000 Total Return Bond Fund – $10,001-$50,000 Unconstrained Bond Fund – over $100,000 |
|
Over $100,000 | ||||
| Andrew Tarica |
|
High Yield Bond Fund – over $100,000 Strategic Income Fund – over $100,000 Total Return Bond Fund – over $100,000 Unconstrained Bond Fund – over $100,000 |
|
Over $100,000 | ||||
| INTERESTED TRUSTEES |
||||||||
| Megan McClellan |
Total Return Bond Fund -$50,001-$100,000 | $50,001-$100,000 | ||||||
| Patrick Moore |
|
High Yield Bond Fund – over $100,000 Investment Grade Credit Fund –$50,001 – $100,000 Low Duration Bond Fund – over $100,000 Total Return Bond Fund – over $100,000 Unconstrained Bond Fund – over $100,000 |
|
Over $100,000 | ||||
| (1) | Certain figures represent and include the Trustees’ economic exposure to the Funds through the deferred compensation plan. See below under “COMPENSATION OF INDEPENDENT TRUSTEES” for additional details. |
As of December 31, 2024, none of the Independent Trustees, or their immediate family members owned, beneficially or of record, any securities in the Adviser or principal underwriter of the Trust, or in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the adviser or principal underwriter of the Trust.
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COMPENSATION
The Trust does not pay salaries to any of its officers or fees to any of its Trustees who are affiliated with the Adviser. Each Independent Trustee receives an annual retainer of $137,500, with the Independent Chairman of the Board of Trustees receiving an additional annual retainer of $51,000 and the Independent Vice Chairman of the Board of Trustees receiving an additional annual retainer of $34,000. The Chairman of the Audit Committee receives an additional annual retainer of $8,500, and the Chairman of the Nominating and Governance Committee receives an additional annual retainer of $8,500. Each Independent Trustee also receives $6,500 for attendance at each of five regularly scheduled meetings during the year or $1,000 for telephone attendance at a regularly scheduled or special meeting if the meeting is over an hour in duration, or $500 if the meeting is less than an hour in duration. The total compensation paid by the Trust to each Trustee for the fiscal year ended March 31, 2025 is set forth below.
| Name of Trustee |
Aggregate Compensation from the Trust |
Pension or Retirement Benefits Accrued As Part of Fund Expenses |
Estimated Annual Benefits Upon Retirement |
Total Compensation From the Trust and Fund Complex(2) Paid to Trustees | ||||
| Patrick Moore |
None | None | None | None | ||||
| Megan McClellan |
None | None | None | None | ||||
| Patrick C. Haden |
$206,000 | None | None | $430,625 | ||||
| Martin Luther King III |
$166,500 | None | None | $339,125 |
| Name of Trustee |
Aggregate Compensation from the Trust |
Pension or Retirement Benefits Accrued As Part of Fund Expenses |
Estimated Annual Benefits Upon Retirement |
Total Compensation From the Trust and Fund Complex(2) Paid to Trustees | ||||
| Andrew Tarica(1) |
$223,000 | None | None | $466,250 | ||||
| Peter McMillan(1) |
$175,000 | None | None | $364,438 | ||||
| Victoria Rogers |
$172,000 | None | None | $359,750 | ||||
| Robert G. Rooney(1) |
$175,000 | None | None | $356,563 | ||||
| Michael Swell |
$172,000 | None | None | $351,625 |
| (1) | Messrs. Tarica, McMillan, Rooney and Swell participated in a deferred compensation plan for certain eligible Trustees of the Trust during the last fiscal year. The total value of deferred compensation as of March 31, 2025 was as follows: $3,064,670 for Mr. Tarica, $1,990,744 for Mr. McMillan, $1,076,610 for Mr. Rooney, and $178,804 for Mr. Swell. The deferred compensation plan is discussed in more detail below. |
| (2) | Includes TCW Funds, Inc., TSI, TCW ETF Trust and TCW Private Asset Income Fund, each a registered investment company advised by TCW Investment Management Company LLC, an affiliate of the Adviser. |
DEFERRED COMPENSATION PLAN
The Trust has an unfunded, non-qualified deferred compensation plan (the “Plan”) for certain eligible Trustees. The Plan allows Trustees to defer some or all of their annual trustees’ fees otherwise payable by the Trust for a minimum of three years. The fees deferred are posted to a bookkeeping account maintained by the Trust. The various series of the Trust will use the returns on those Funds selected by the Trustee to determine the income, gains and losses to allocate to the account. At the time for commencing distributions from a Trustee’s deferral account, which is no later than when the Trustee ceases to be a member of the Board of Trustees, deferred fees will be paid out in a single sum in cash or a maximum of ten annual installments.
CODE OF ETHICS
The Trust and the Adviser, together with the Adviser’s TCW affiliates, have adopted a joint Code of Ethics under Rule 17j-l of the 1940 Act and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) that (i) establishes procedures for personnel with respect to personal investing; (ii) prohibits or restricts certain transactions that may be deemed to create a conflict of interest between personnel and the Funds; and (iii) permits personnel to invest in securities, including securities that may be purchased or held by the Funds. The Code of Ethics is available at www.sec.gov under the TCW Metropolitan West Funds or will be provided upon request.
46
PROXY VOTING POLICIES
The Board of Trustees has adopted joint Proxy Voting Guidelines and Procedures (the “Policy”) with the Adviser and its TCW affiliates. The Policy delegates the responsibility for voting proxies relating to the Trust to the Adviser, subject to the Board of Trustees’ continuing oversight. Summary of the Adviser’s Policy: TCW, through certain subsidiaries and affiliates, acts as investment advisor for a variety of clients, including US-registered investment companies. TCW has the right to vote proxies on behalf of its registered investment company clients and believes that proxy voting rights can be a significant asset of its clients’ holdings. Accordingly, TCW seeks to exercise that right consistent with its fiduciary duties on behalf of its clients. This policy applies to all discretionary accounts over which TCW has proxy voting responsibility or an obligation to provide proxy voting guidance with respect to the holdings it advises on a model or wrap basis.
While the Global Portfolio Proxy Voting Guidelines (the “Guidelines”) outlined here are written to apply internationally, differences in local practice and law make a universal application of these guidelines impractical. As a consequence, it is important to note that each proposal is considered individually, reflecting the effects on the specific company and unique attributes of the industry and/or geography. In addition, this document serves as a set of general guidelines, not hardcoded rules, which are designed to aid us in voting proxies for TCW and not necessarily in making investment decisions. At TCW, we reserve the right in all cases to vote in contravention of these Guidelines, where doing so is judged to represent the best interests of its clients in the specific situation.
Engagement and Active Ownership Philosophy
As we seek to deliver on our clients’ financial objectives, engagement and active ownership are integral components of TCW’s research and investment process. Our data-informed engagement and active ownership practices achieve several objectives. The information elicited from these practices not only helps improve our fundamental research, but our engagement and active ownership practices may also have positive impacts on the company or other entities by suggesting best practices in addressing critical, financially material issues in areas of sustainability, corporate governance, or executive compensation.
Our approach to engagement and active ownership encompasses a variety of tools tailored to different asset classes. Engagement is a practice applied to all our investments, spanning equity and fixed income, in both private and public markets. Proxy voting, on the other hand, is primarily relevant to public equities. Situations in which we find ourselves as a significant or controlling shareholder, or situations where we are the lead debt holder in a special situation occur primarily within our private business and demand a more tailored approach. We also actively engage with the industry in question to help leverage our expertise and improve industry practices more broadly.
Our portfolio managers, research analysts, and sustainable investment analysts collaborate closely in our ongoing dialogues with companies, investee entities, as well as suppliers, customers, competitors, and the broader industry. Our objective is, wherever feasible, to pursue engagement in an integrated fashion, bringing together investment professionals from sustainability and fundamental research teams, often focused on different parts of the capital structure. This integrated approach to engagement forms the cornerstone of our active ownership responsibilities and guides the investment choices we make on behalf of our clients.
Proxy Voting Procedures
TCW will make every reasonable effort to execute on proxy votes on behalf of its clients prior to the applicable deadlines. However, TCW often relies on third parties, including custodians and clients, for the timely provision of proxy ballots. TCW may be unable to execute on proxy votes if it does not receive requisite materials with sufficient time to review and process them.
Furthermore, TCW may receive ballots for some strategies for which the typical expression of our engagement and stewardship policies may not be possible. For instance, quantitative strategies use machine learning models that employ algorithms for security selection, and these securities may only be held for a short period of time. For ballots received for securities held in these strategies, TCW may elect not to vote.
Proxy Committee
In order to carry out its fiduciary responsibilities in the voting of proxies for its clients, TCW has established a proxy voting committee (the “Proxy Committee”). The Proxy Committee generally meets quarterly (or at such other frequency as determined by the Proxy Committee), and its duties include establishing and maintaining proxy voting guidelines and procedures (the “Guidelines”), overseeing the internal proxy voting process, and reviewing proxy voting proposals and issues that may not be covered by the Guidelines. The Proxy Committee has been working with TCW’s equity investment teams to evolve TCW’s engagement process, proxy voting philosophy, scope of coverage, and execution.
47
Proxy Voting Services
TCW also uses outside proxy voting services (each an “Outside Service”) to help manage the proxy voting process. An Outside Service facilitates TCW’s voting according to the Guidelines (or, if applicable, according to guidelines submitted by TCW’s clients) by providing proxy research, an enhanced voting technology solution, and record keeping and reporting system(s). To supplement its own research and analysis in determining how best to vote a particular proxy proposal, TCW may utilize research, analysis or recommendations provided by the proxy voting service on a case-by-case basis. TCW does not as a policy follow the assessments or recommendations provided by the proxy voting service without its own determination and review. Under specified circumstances described below involving potential conflicts of interest, an Outside Service may also be requested to help decide certain proxy votes. In those instances, the Proxy Committee shall review and evaluate the voting recommendations of such Outside Service to ensure that recommendations are consistent with TCW’s clients’ best interests.
Sub-Adviser
Where TCW has retained the services of a Sub-Adviser to provide day-to-day portfolio management for the portfolio, the Adviser may delegate proxy voting authority to the Sub-Adviser; provided that the Sub-Adviser either (1) follows the Adviser’s Proxy Voting Policy and Procedures; or (2) has demonstrated that its proxy voting policies and procedures (“Sub-Adviser’s Proxy Voting Policies and Procedures”) are in the best interests of the Adviser’s clients and appear to comply with governing regulations. TCW also shall be provided the opportunity to review a Sub-Adviser’s Proxy Voting Policy and Procedures as deemed necessary or appropriate by TCW.
Conflicts of Interest
In the event a potential conflict of interest arises in the context of voting proxies for TCW’s clients, TCW will cast its votes according to the Guidelines or any other applicable guidelines provided by TCW’s clients. In cases where a conflict of interest exists and there is no predetermined vote, the Proxy Committee will vote the proposals in a manner consistent with established conflict of interest procedures.
Proxy Voting Information and Recordkeeping
Upon request, TCW provides proxy voting records to its clients. TCW shall disclose the present policy as well as the results of its implementation (including the way TCW has voted) on its website in accordance with applicable law.
TCW or an Outside Service will keep records of the following items: (i) Proxy Voting Guidelines and any other proxy voting procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iii) records of votes cast on behalf of clients (if maintained by an Outside Service, that Outside Service will provide copies of those records promptly upon request); (iv) records of written requests for proxy voting information and TCW’s response; and (v) any documents prepared by TCW that were material to making a decision how to vote, or that memorialized the basis for the decision. Additionally, TCW or an Outside Service will maintain any documentation related to an identified material conflict of interest.
TCW or an Outside Service will maintain these records in an easily accessible place for at least five years from the end of the fiscal year during which the last entry was made on such record. For the most recent two years, TCW or an Outside Service will store such records at its principal office.
International Proxy Voting
While TCW utilizes these Proxy Voting Guidelines for both international and domestic portfolios and clients, there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is relatively easy to vote proxies, as the proxies are automatically received and may be voted by mail or electronically.
For proxies of non-U.S. companies, although it is typically both difficult and costly to vote proxies, TCW will make every reasonable effort to vote such proxies.
For further information on the Corporation’s Global Proxy Voting Policy, including procedures and guidelines, please visit: https://www.tcw.com/Global-Proxy-Voting-Policy.
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 the Funds’ website at www.TCW.com or the SEC’s website at www.sec.gov.
48
ANTI-MONEY LAUNDERING POLICY
The Trust has adopted an Anti-Money Laundering Policy (the “AML Policy”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”). To ensure compliance with this law, the AML Policy provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness of the AML Policy. Procedures to implement the AML Policy include, but are not limited to, determining that the Funds’ Underwriter and Transfer Agent have established proper anti-money laundering and customer identification procedures, reported suspicious and/or fraudulent activity and reviewed all new opening account applications. As a result of the AML Policy, the Trust may be required to “freeze” the account of a shareholder if the shareholder appears to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or other suspicious persons, or the Trust may be required to transfer the account or proceeds of the account to a governmental agency. The Trust will not transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act (such actions generally are taken by the Funds’ servicing agents on behalf of the Trust).
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Listed in the table below are shareholders deemed to be control persons or principal owners of a Fund, as defined in the 1940 Act. Control persons are presumed to control a Fund for purposes of voting on matters submitted to a vote of shareholders due to their beneficial ownership of 25% or more of the outstanding voting securities of a Fund. Principal holders own of record or beneficially 5% or more of a Fund’s outstanding voting securities. As of June 30, 2025, the Trustees and officers of the Trust, individually and as a group, owned beneficially less than 1% of the outstanding shares of the Funds, other than Class I of Strategic Income Fund, of which they owned 1.96%. As of June 30, 2025, the following shareholders held of record or were known to the Trust to own beneficially more than 25% of the outstanding shares of a Fund.
| FUND | PERCENT OWNERSHIP | |
| INVESTMENT GRADE CREDIT FUND |
||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
44.70% | |
| National Financial Services LLC For the Exclusive Benefit of our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-2010 |
38.15% | |
| LOW DURATION BOND FUND |
||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
25.77% | |
| STRATEGIC INCOME FUND |
||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
65.00% | |
| SUSTAINABLE SECURITIZED FUND |
||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
68.66% | |
| TCW Asset Management Company International LTD TCW Level B Room B003 515 S. Flower Street Los Angeles, CA 90017-2201 |
28.06% | |
49
| FUND | PERCENT OWNERSHIP | |
| ULTRA SHORT BOND FUND |
||
| Nationwide Trust Company FSB C/O IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 |
36.27% | |
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
26.77% | |
A principal holder is a person who owns of record or, to our knowledge, beneficially 5% or more of any class of a Fund’s outstanding shares. As of June 30, 2025, the following shareholders held more than 5% of the indicated class of the outstanding shares of a Fund.
| FUND | PERCENT OWNERSHIP | |||
| HIGH YIELD BOND FUND – CLASS M: |
||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
47.60% | |||
| National Financial Services Corp. FBO our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
34.43% | |||
| HIGH YIELD BOND FUND – CLASS I: |
||||
| Bureau of Labor Funds Labor Pension Fund 10F No 6 SEC 1 Roosevelt Rd Zhongzheng Dist Taipei City 10066 Taiwan R.O.C |
9.69% | |||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
8.53% | |||
| Raymond James Omnibus For Mutual Funds 880 Carillon Parkway St. Petersburg, FL 33716-1102 |
8.50% | |||
| National Financial Services LLC For the Exclusive Benefit of our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
7.90% | |||
| Capinco c/o US Bank NA 1555 N. Rivercenter Dr. Ste 302 Milwaukee, WI 53212-3958 |
6.92% | |||
| INVESTMENT GRADE CREDIT FUND – CLASS M: |
||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
65.18% | |||
50
| FUND | PERCENT OWNERSHIP | |||
| National Financial Services LLC For the Exclusive Benefit of our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
16.50% | |||
| TCW Asset Management Company International LTD TCW Level B Room B003 515 S. Flower Street Los Angeles, CA 90017-2201 |
12.71% | |||
| Vanguard Marketing Corporation 100 Vanguard Blvd Malvern, PA 19355-2331 |
5.03% | |||
| INVESTMENT GRADE CREDIT FUND – CLASS I: |
||||
| National Financial Services LLC For the Exclusive Benefit of our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-2010 |
47.18% | |||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
36.15% | |||
| TCW Asset Management Company International LTD TCW Level B Room B003 515 S. Flower Street Los Angeles, CA 90017-2201 |
5.38 | % | ||
| LOW DURATION BOND FUND – CLASS M: |
||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
44.16% | |||
| National Financial Services LLC For the Exclusive Benefit of our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
25.88% | |||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1965 |
7.39% | |||
| RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn Mutual Fund Ops Manager 250 Nicollet Mall, Suite 1400 Minneapolis, MN 55401-7582 |
5.12% | |||
| LOW DURATION BOND FUND– CLASS I: |
||||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1965 |
27.72% | |||
| National Financial Services LLC For the Exclusive Benefit of our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
23.77% | |||
51
| FUND | PERCENT OWNERSHIP | |||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
12.08% | |||
| Merrill Lynch Pierce Fenner & Smith Inc. Sole Benefit of its Customers ATTN Service Team 4800 Deer Lake Dr. East 3rd Floor Jacksonville, FL 32246-6484 |
8.63% | |||
| Mac & Co Attn Mutual Fund Operation 500 Grant Street Room 151-1010 Pittsburgh, PA 15219-2502 |
5.75% | |||
| LOW DURATION BOND FUND – ADMINISTRATIVE CLASS: |
||||
| TCW Asset Management Company International LTD TCW Level B Room B003 515 S. Flower Street Los Angeles, CA 90017-2201 |
99.98% | |||
| STRATEGIC INCOME FUND – CLASS M: |
||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
77.60% | |||
| National Financial Services Corp. (FBO) Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
15.11% | |||
| STRATEGIC INCOME FUND – CLASS I: |
||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
38.15% | |||
| LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
35.50% | |||
| National Financial Services LLC For the Exclusive Benefit of our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
8.32% | |||
| Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
6.77% | |||
| Met West Funds Deferred Comp Plan BNY Mellon Asset Servicing 301 Bellevue Pkwy Wilmington, DE 19809-3705 |
6.19% | |||
| SUSTAINABLE SECURITIZED FUND – CLASS M: |
||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
99.17% | |||
52
| FUND | PERCENT OWNERSHIP | |||
| SUSTAINABLE SECURITIZED FUND – CLASS I: |
||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
62.05% | |||
| TCW Asset Management Company International LTD TCW Level B Room B003 515 S. Flower Street Los Angeles, CA 90017-2201 |
34.13% | |||
| TOTAL RETURN BOND FUND – CLASS M: |
||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-2010 |
36.96% | |||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
33.29% | |||
| Lincoln Retirement Services Company PO Box 7876 Fort Wayne, IN 46801-7876 |
8.75% | |||
| TOTAL RETURN BOND FUND – CLASS I: |
||||
| Raymond James Omnibus For Mutual Funds 880 Carillon Parkway St. Petersburg, FL 33716-1102 |
22.27% | |||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
18.23% | |||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
12.49% | |||
| SEI Private Trust Company c/o Principal Financial ID 636 Attn Mutual Fund Administrator One Freedom Valley Drive Oaks, OA 19456-9989 |
8.61% | |||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza, FL 12 New York, NY 10004-1965 |
8.07% | |||
| TOTAL RETURN BOND FUND – ADMINISTRATIVE CLASS: |
||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
38.91% | |||
53
| FUND | PERCENT OWNERSHIP | |||
| Empower Trust FBO Empower Benefit Plans 8515 E. Orchard Rd. 2T2 Greenwood Village, CO 80111-5002 |
36.46% | |||
| Minnesota Life Insurance Co. 400 Robert Street North Saint Paul, MN 55101-2037 |
7.48% | |||
| City of Mesa Trustee City of Mesa DCP c/o Fascore LLC 8515 E Orchard Rd. 2T2 Greenwood Village, CO 80111-5002 |
5.85% | |||
| TOTAL RETURN BOND FUND – PLAN CLASS: |
||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
17.48% | |||
| Mac & Co Attn Mutual Fund Operation 500 Grant Street Room 151-1010 Pittsburgh, PA 15219-2502 |
11.16% | |||
| Edward D. Jones& Co. For the Benefit of Customers Attn: Terrance Spencer 12555 Manchester Road St. Louis, MO 63131-3710 |
10.79% | |||
| Capinco c/o US Bank NA 1555 N. Rivercenter Dr. Ste 302 Milwaukee, WI 53212-3958 |
6.66% | |||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
6.44% | |||
| SEI Private Trust Company c/o Principal Financial ID 636 Attn Mutual Fund Administrator One Freedom Valley Drive Oaka, PA 19456-9989 |
5.28% | |||
| TOTAL RETURN BOND FUND – CLASS I-2: |
||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
97.61% | |||
| ULTRA SHORT BOND FUND – CLASS M: |
||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
71.71% | |||
54
| FUND | PERCENT OWNERSHIP | |||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
13.21 | % | ||
| ULTRA SHORT BOND FUND – CLASS I: |
||||
| Nationwide Trust Company FSB C/O IPO Portfolio Accounting PO Box 182029 Columbus, OH 43218-2029 |
47.72% | |||
| American Enterprise Investment SVC 707 2nd Avenue South Minneapolis, MN 55402-2405 |
20.63% | |||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
12.64% | |||
| National Financial Services LLC For The Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
5.33% | |||
| Wells Fargo Clearing SVCS LLC Special Custody Account for the Exclusive Benefit of Customer 2801 Market Street St. Louis, MO 63103-2523 |
5.10% | |||
| UNCONSTRAINED BOND FUND – CLASS M: |
||||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
58.87% | |||
| National Financial Services LLC For The Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
23.22% | |||
| Vanguard Brokerage Services 100 Vanguard Blvd Malvern, PA 19355-2331 |
8.87% | |||
| UNCONSTRAINED BOND FUND – CLASS I: |
||||
| National Financial Services LLC For the Exclusive Benefit of Our Customers Attn: Mutual Funds Dept. 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 |
21.19% | |||
| Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4141 |
14.92% | |||
| Saxon & Co PO Box 94597 Cleveland, OH 44101-4597 |
8.74% | |||
55
| FUND | PERCENT OWNERSHIP | |||
| Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1965 |
6.87% | |||
| Bureau of Labor Funds Labor Pension Fund 10F No 6 SEC 1 Roosevelt Rd Zhongzheng Dist Taipei City 10066 Taiwan R.O.C |
5.74% | |||
| Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
5.16% | |||
| UNCONSTRAINED BOND FUND – PLAN CLASS: |
||||
| Texas Treasury Safekeeping Trust Company (TESTIF) 208 E. 10th Street 4th Floor Austin, TX 78701-3014 |
80.47% | |||
| Capinco c/o US Bank NA 1555 N. Rivercenter Dr. Suite 302 Milwaukee, WI 53212-3958 |
16.42% | |||
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and the Adviser states that in connection with its duties to arrange for the purchase and sale of securities held in the portfolio of each Fund by placing purchase and sale orders for that Fund, the Adviser shall select such broker-dealer (“brokers”) as shall, in the Adviser’s judgment, implement the policy of the Trust to achieve “best execution”, i.e., placing trades in ways that are intended to capture the maximum value of the investment ideas, giving due regard to all of the circumstances in which the trade is placed. In making such selection, the Adviser is authorized in the Advisory Agreement to consider the reliability, integrity and financial condition of the broker.
The Adviser normally causes the Funds to purchase and sell portfolio securities on a principal basis from the owner or purchaser of the security, such as a broker-dealer. Those principal trades do not involve the payment of a commission and, therefore, are not permitted to be used to generate soft dollar benefits. In rare situations where a Fund pays a commission, the following discussion would apply: The Adviser is also authorized by the Advisory Agreement to consider whether the broker provides brokerage and/or research services to the Funds and/or other accounts of the Adviser. The Advisory Agreement states that the commissions paid to brokers may be higher than another broker would have charged if a good faith determination is made by the Adviser that the commission is reasonable in relation to the services provided, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities as to the accounts as to which it exercises investment discretion and that the Adviser shall use its judgment in determining that the amount of commissions paid are reasonable in relation to the value of brokerage and research services provided and need not place or attempt to place a specific dollar value on such services or on the portion of commission rates reflecting such services. The Advisory Agreement provides that to demonstrate that such determinations were in good faith, and to show the overall reasonableness of commissions paid, the Adviser shall be prepared to show that commissions paid (i) were for purposes contemplated by the Advisory Agreement; (ii) were for products or services which provide lawful and appropriate assistance to the Adviser’s decision-making process; and (iii) were within a reasonable range as compared to the rates charged by brokers to other institutional investors as such rates may become known from available information.
The research services discussed above may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information assisting the Trust in the valuation of the Funds’ investments. The research that the Adviser may receive for the Funds’ brokerage commissions, whether or not useful to a Fund, may be useful to the Adviser in managing the accounts of the Adviser’s other advisory clients. Similarly, the research received for the commissions of such accounts may be useful to any Fund. The Adviser may receive typical unsolicited research materials routinely sent by broker-dealers to their clients.
In the over-the-counter market, securities are generally traded on a “net” basis with dealers acting as principal for their own accounts without a stated commission although the price of the security usually includes a profit to the dealer. Money market instruments usually trade on a “net” basis as well. On occasion, certain money market instruments may be purchased by the Funds directly from an issuer in which case no commissions or discounts are paid. In underwritten offerings, securities are purchased at a fixed price that includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount.
56
There may be occasions where the Adviser believes that it would be in the best interest of one or more Funds to participate in a cross transaction between a Fund and another Fund or an account managed by the Adviser or an affiliate of the Adviser. A cross transaction is a transaction directly between a Fund and another Fund or an advised account without the use of a broker-dealer. The Adviser would cause a cross transaction to be used only if believed to be in the best interest of the participating Fund(s) and any other accounts such as the ability to obtain more favorable terms without effecting the transaction in the open market. Any such cross transaction would be effected in compliance with the pricing and other requirements of applicable SEC rules (such as Rule 17a-7 under the 1940 Act) and any other applicable contractual restriction or regulatory requirements, as well as policies and procedures adopted by the Trust.
The following table shows total brokerage commissions (as opposed to dealer mark-ups) paid by the Funds in the last three fiscal years. The amount of brokerage commissions paid by a Fund may change from year to year because of, among other things, changes in asset levels, shareholder activity, and/or changes in portfolio turnover.
| Total Brokerage Commissions | ||||||
| Fiscal Year Ended | ||||||
| Fund | March 31, 2025 | March 31, 2024 | March 31, 2023 | |||
| High Yield Bond Fund |
$18,691 | $14,721 | $23,079 | |||
| Investment Grade Credit Fund |
1,420 | 735 | 658 | |||
| Low Duration Bond Fund |
94,365 | 145,017 | 202,409 | |||
| Strategic Income Fund |
2,942 | 3,286 | 2,703 | |||
| Sustainable Securitized Fund |
731 | 366 | 341 | |||
| Total Return Bond Fund |
1,280,248 | 1,927,978 | 2,542,202 | |||
| Ultra Short Bond Fund |
2,856 | 5,903 | 7,847 | |||
| Unconstrained Bond Fund |
155,195 | 180,218 | 247,420 | |||
The Adviser has not obtained any soft dollar benefits from transactions by the Funds since their respective inception dates.
Each Fund may at times invest in securities of its regular broker-dealers or the parent of its regular broker-dealers. The value of each Fund’s aggregate holdings of securities of its regular broker-dealers as of March 31, 2025 was as follows:
| Fund Name |
Issuer |
Value of Fund’s Aggregate Holdings of Issuer |
||||
| High Yield Bond Fund |
Bank of America Corporation | $ | 1,993,022 | |||
| J.P. Morgan Securities LLC | $ | 788,277 | ||||
| Investment Grade Credit Fund |
Bank of America Corporation | $ | 590,770 | |||
| Citigroup Global Markets Inc. | $ | 281,196 | ||||
| Goldman Sachs & Co | $ | 231,265 | ||||
| J.P. Morgan Securities LLC | $ | 628,703 | ||||
| Morgan Stanley & Co. LLC | $ | 381,354 | ||||
| The Bank of New York Mellon | $ | 178,825 | ||||
| Wells Fargo Securities, LLC | $ | 336,866 | ||||
| Low Duration Bond Fund |
Bank of America Corporation | $ | 12,264,781 | |||
| Citigroup Global Markets Inc. | $ | 9,666,086 | ||||
| Goldman Sachs & Co | $ | 11,340,629 | ||||
| J.P. Morgan Securities LLC | $ | 16,823,311 | ||||
| Morgan Stanley & Co. LLC | $ | 13,729,204 | ||||
| Wells Fargo Securities, LLC | $ | 14,812,580 | ||||
| Strategic Income Fund |
Bank of America Corporation | $ | 757,093 | |||
| Citigroup Global Markets Inc. | $ | 142,949 | ||||
| Goldman Sachs & Co | $ | 844,446 | ||||
| J.P. Morgan Securities LLC | $ | 490,868 | ||||
| Morgan Stanley & Co. LLC | $ | 285,541 | ||||
| Wells Fargo Securities, LLC | $ | 308,821 | ||||
57
| Fund Name |
Issuer |
Value of Fund’s Aggregate Holdings of Issuer |
||||
| Total Return Bond Fund |
Bank of America Corporation | $ | 358,845,100 | |||
| Citigroup Global Markets Inc. | $ | 68,096,641 | ||||
| Goldman Sachs & Co | $ | 199,954,166 | ||||
| J.P. Morgan Securities LLC | $ | 192,321,898 | ||||
| Morgan Stanley & Co. LLC | $ | 57,366,807 | ||||
| Wells Fargo Securities, LLC | $ | 269,985,526 | ||||
| Ultra Short Bond Fund |
Bank of America Corporation | $ | 1,040,629 | |||
| Citigroup Global Markets Inc. | $ | 805,196 | ||||
| Goldman Sachs & Co | $ | 628,446 | ||||
| J.P. Morgan Securities LLC | 1,150,386 | |||||
| Morgan Stanley & Co. LLC | $ | 916,022 | ||||
| Wells Fargo Securities, LLC | $ | 714,320 | ||||
| Unconstrained Bond Fund |
Bank of America Corporation | $ | 32,563,170 | |||
| Citigroup Global Markets Inc. | $ | 5,682,382 | ||||
| Goldman Sachs & Co | $ | 20,601,462 | ||||
| J.P. Morgan Securities LLC | $ | 17,937,560 | ||||
| Morgan Stanley & Co. LLC | $ | 2,112,958 | ||||
| Wells Fargo Securities, LLC | $ | 20,744,763 | ||||
INVESTMENT ADVISORY SERVICES
The Adviser, Metropolitan West Asset Management, LLC, with principal offices at 515 South Flower Street, Los Angeles, California 90071, is a registered investment adviser and was organized as a California limited liability company in 1996. The Adviser is a wholly-owned subsidiary of TCW Asset Management Company LLC. Under the Advisory Agreement relating to the Funds, the Adviser provides the Funds with investment management services. Shareholders are not parties to, or intended (or “third party”) beneficiaries of, the Advisory Agreement. Rather, the Trust and the Funds are the sole intended beneficiaries of the Advisory Agreement. Neither this SAI nor the Prospectus is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred by federal or state securities laws that may not be waived.
As a global asset manager with personnel operating out of multiple offices worldwide, the Adviser may conduct operations through affiliates that are also subsidiaries of the Adviser’s parent company, The TCW Group, Inc., in other jurisdictions. Some of the services provided to the Funds under the Advisory Agreement may from time to time be conducted by, or in conjunction with, TCW Europe Limited (“TCW UK”). TCW UK’s investment personnel are subject to oversight by the Adviser, and must comply with all applicable policies and compliance rules of the Adviser, in addition to local rules and policies. Regardless of where services are conducted, the Adviser shall remain fully responsible to the Funds for all of the Adviser’s obligations hereunder and for all actions of TCW UK’s personnel to the same extent as the Adviser is liable for its own actions. There is no additional cost to the Funds for advisory services provided by personnel of TCW UK.
Under the Advisory Agreement, subject to the supervision and direction of the Board of Trustees, the Trust retains the Adviser, among other things, to act as investment manager to the Funds and supervise the investments of the Funds, including to furnish the Funds with advice and recommendations with respect to the investment of each Fund’s assets and the purchase and sale of portfolio securities for the Funds, and to take such other steps as may be necessary to implement such advice and recommendations; to furnish the Funds with reports, statements and other data on securities, economic conditions and other pertinent subjects which the Board of Trustees may reasonably request; to provide persons to act as officers and employees of the Trust and the Funds; and to render to the Board of Trustees such periodic and special reports with respect to each Fund’s investment activities as the Board of Trustees may reasonably request.
The Advisory Agreement also provides that, with respect to the operation of each Fund and to the extent not paid or reimbursed through a plan adopted by the Fund under Rule 12b-1 under the 1940 Act, the Adviser is responsible for the compensation of any of the Trust’s trustees, officers, and employees who are affiliates of the Adviser (other than employees performing services in connection with expenses that are the Fund’s responsibility under the Advisory Agreement); the expenses of printing and distributing the Funds’ prospectuses, statements of additional information, and sales and advertising materials to prospective investors; and providing office space and equipment reasonably necessary for the operation of the Funds. Except for expenses specifically assumed by the Adviser under the Advisory Agreement, each Fund is responsible for all of its expenses, including, without limitation, fees and expenses of the Independent Trustees, broker commissions and other ordinary or extraordinary costs and expenses incurred by the Fund in the course of its operation.
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As compensation for these services, each Fund pays management fees at an annualized rate of its average daily net assets, as described in the Prospectus. For the fiscal years ended March 31, 2025, 2024 and 2023, the amounts of the advisory fees earned by the Adviser and the amounts of the reductions in fees and reimbursements of expenses by the Adviser as a result of the expense limitations and fee waivers described in the Prospectus, are provided in the chart below.
| Fiscal Year Ended March 31, 2025 |
Fiscal Year Ended March 31, 2024 |
Fiscal Year Ended March 31, 2023 |
||||||||||||||||||||||
| Contractual Advisory Fees |
Advisory Fees Reduced and Expenses Reimbursed by Adviser |
Contractual Advisory Fees |
Advisory Fees Reduced and Expenses Reimbursed by Adviser |
Contractual Advisory Fees |
Advisory Fees Reduced and Expenses Reimbursed by Adviser |
|||||||||||||||||||
| High Yield Bond Fund |
$ | 2,227,525 | $ | 197,419 | $ | 2,486,802 | $ | 135,512 | $ | 2,843,021 | $ | 130,452 | ||||||||||||
| Investment Grade Credit Fund |
$ | 94,275 | $ | 303,361 | $ | 46,117 | $ | 239,989 | $ | 32,664 | $ | 293,818 | ||||||||||||
| Low Duration Bond Fund |
$ | 3,154,845 | $ | 0 | $ | 4,357,369 | $ | 0 | $ | 6,620,112 | $ | 0 | ||||||||||||
| Strategic Income Fund |
$ | 444,591 | $ | 319,425 | $ | 459,665 | $ | 312,702 | $ | 266,106 | $ | 339,161 | ||||||||||||
| Sustainable Securitized Fund |
$ | 47,659 | $ | 240,348 | $ | 28,664 | $ | 238,549 | $ | 43,020 | $ | 262,567 | ||||||||||||
| Total Return Bond Fund |
$ | 147,565,057 | $ | 0 | $ | 205,161,647 | $ | 0 | $ | 235,073,073 | $ | 0 | ||||||||||||
| Ultra Short Bond Fund |
$ | 119,277 | 265,578 | $ | 200,325 | $ | 259,120 | $ | 320,380 | $ | 326,076 | |||||||||||||
| Unconstrained Bond Fund |
$ | 17,023,203 | -$ | 1,748 | $ | 17,442,126 | $ | 0 | $ | 21,085,623 | $ | 13,017 | ||||||||||||
The Advisory Agreement may be terminated by the Trust on behalf of any one or more of the Funds at any time, without payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of a Fund, upon 60 days’ written notice to the Adviser, and by the Adviser upon 60 days’ written notice to a Fund.
The Board of Trustees of the Trust, including the Independent Trustees, last approved the Advisory Agreement with respect to each Fund pursuant to Section 15(c) of the 1940 Act at a meeting called for the purpose of voting on such approval on September 9, 2024. Before approving the Advisory Agreement, the Board of Trustees evaluated information provided by the Adviser. The Board considered a number of factors with respect to each of the Funds. Based on this review, the full Board of Trustees, and by separate vote, the Independent Trustees concluded that the advisory fees to be paid by the Funds, as well as the proposed expenses of the Funds, are fair, both absolutely and in comparison with those of other mutual funds in the industry. A discussion regarding the basis for the Board of Trustees’ approval of the Advisory Agreement with respect to each Fund is contained in the Trust’s Form N-CSR for the six months ending September 30, 2024.
The Advisory Agreement also provides that in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Advisory Agreement, the Adviser will not be subject to liability to the Trust or the Funds or any shareholder of the Funds for any act or omission in the course of, or connected with, rendering services to the Funds or for any losses that may be sustained in the purchase, holding or sale of any security by the Funds. Under the Advisory Agreement, the Funds will also indemnify and hold harmless the Adviser and the partners, members, officers and employees of the Adviser and its general partner against any loss, liability, claim, damage or expense arising out of such person’s or persons’ performance or non-performance of any duties under the Advisory Agreement, except for liability resulting from willful misfeasance, bad faith or gross negligence in the performance of those duties or from reckless disregard of obligations and duties under the Advisory Agreement.
The Adviser has agreed in an Operating Expenses Agreement with the Trust to limit each Fund’s expenses as described in the Prospectus. The Operating Expenses Agreement has a one-year term, renewable with respect to the periods for which the prospectus is effective, which normally means an annual term ending July 31 of the applicable year. Each Fund has agreed to reimburse the Adviser, for a period of up to three years, for any such expense subsidy payments or fee reductions, to the extent that the Fund’s operating expenses are otherwise below its expense cap. The Adviser’s obligation will not be recorded as a liability on the books of the applicable Fund to the extent that the total operating expenses of the Fund are at or above the expense cap. However, if the total operating expenses of a Fund fall below the expense cap, the reimbursement to the Adviser (up to the cap) will be accrued by the Fund as a liability if the Adviser seeks to recoup those amounts and the Independent Trustees have approved that reimbursement. The Adviser may not request or receive reimbursement from a Fund for prior reductions or reimbursements before the payment of a Fund’s operating expenses for the current fiscal year. Certain officers and Trustees of the Funds are also officers and directors of the Adviser.
59
VALUATION DESIGNEE
The Board of Trustees has designated the Adviser as the “valuation designee” to perform all fair value determinations subject to oversight by the Board of Trustees. The Adviser as the valuation designee will (1) periodically assess and manage valuation risks; (2) establish and apply fair value methodologies; (3) test fair value methodologies; (4) oversee and evaluate third-party pricing services; (5) provide the Board of Trustees with reporting required under Rule 2a-5 under the 1940 Act; and (6) maintain recordkeeping requirements under Rule 2a-5.
The Adviser expects to fulfill its responsibilities through the Adviser’s Pricing Committee, which will follow and implement the valuation procedures. The Pricing Committee is responsible for:
| • | establishing valuation policies and procedures, including for price overrides, |
| • | periodically reviewing pricing reports and providing general oversight of the valuation process, and |
| • | establishing review parameters for internally priced marketable securities. |
The Pricing Committee meets quarterly and on an as-needed basis. Meetings are chaired by the Chief Financial Officer and the members include one or more representatives from Corporate Finance, Compliance, Legal, Operations, and Mutual Fund Administration.
The Pricing Committee authorizes certain employees to review and approve price overrides and perform such other actions authorized by the Pricing Committee (each authorized employee, a “Pricing Officer”). The portfolio management group provides information concerning pricing matters to the Pricing Committee and/or a Pricing Officer, whose role is to evaluate the reasonableness of courses of action. The portfolio management group may not determine, or effectively determine by exerting substantial influence on the Pricing Committee and/or a Pricing Officer, the values ascribed to a Fund’s investments. Pricing Officer actions are recorded in the designated repository.
PORTFOLIO MANAGERS
Other Accounts Managed
The following tables provide information about funds and accounts, other than the Funds, for which the Funds’ portfolio managers are primarily responsible for the day-to-day portfolio management as of March 31, 2025.
Jerry Cudzil
| Type of Accounts | Total # of Accounts Managed |
Total Assets (millions) |
# of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) | ||||
| Registered Investment Companies: |
18 | $31,344 | 0 | $0 | ||||
| Other Pooled Investment Vehicles: |
39 | $22,586 | 10 | $4,011 | ||||
| Other Accounts |
167 | $51,125 | 5 | $3,048 |
Bryan T. Whalen, CFA
| Type of Accounts | Total # of Accounts Managed |
Total Assets (millions) |
# of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) | ||||
| Registered Investment Companies: |
20 | $33,057 | 0 | $0 | ||||
| Other Pooled Investment Vehicles: |
33 | $17,733 | 4 | $495 | ||||
| Other Accounts |
199 | $63,284 | 10 | $6,868 |
60
Steven J. Purdy
| Type of Accounts | Total # of Accounts Managed |
Total Assets (millions) |
# of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) | ||||
| Registered Investment Companies: |
1 | $209 | 0 | $0 | ||||
| Other Pooled Investment Vehicles: |
29 | $12,976 | 10 | $4,011 | ||||
| Other Accounts: |
32 | $9,749 | 1 | $87 | ||||
|
Brian Gelfand
|
||||||||
| Type of Accounts | Total # of Accounts Managed |
Total Assets (millions) |
# of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) | ||||
| Registered Investment Companies: |
0 | $0 | 0 | $0 | ||||
| Other Pooled Investment Vehicles: |
21 | $7,443 | 9 | $3,791 | ||||
| Other Accounts: |
18 | $4,890 | 0 | $0 | ||||
|
Ruben Hovhannisyan, CFA
|
||||||||
| Type of Accounts | Total # of Accounts Managed |
Total Assets (millions) |
# of Accounts Managed with Performance- Based Advisory Fee |
Total Assets Performance- Based Advisory Fee (millions) | ||||
| Registered Investment Companies: |
20 | $31,562 | 0 | $0 | ||||
| Other Pooled Investment Vehicles: |
19 | $15,215 | 1 | $220 | ||||
| Other Accounts: |
152 | $46,385 | 5 | $3,048 | ||||
|
Elizabeth (Liza) Crawford
| ||||||||
| Type of Accounts | Total # of Accounts Managed |
Total Assets (millions) |
# of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) | ||||
| Registered Investment Companies: |
1 | $1,693 | 0 | $0 | ||||
| Other Pooled Investment Vehicles: |
8 | $1,193 | 3 | $275 | ||||
| Other Accounts: |
25 | $10,453 | 2 | $2,762 | ||||
|
Palak Pathak, CFA
|
||||||||
| Type of Accounts | Total # of Accounts Managed |
Total Assets (millions) |
# of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) | ||||
| Registered Investment Companies: |
0 | $0 | 0 | $0 | ||||
| Other Pooled Investment Vehicles: |
1 | $220 | 0 | $0 | ||||
| Other Accounts: |
1 | $132 | 0 | $0 | ||||
|
Peter Van Gelderen
| ||||||||
| Type of Accounts | Total # of Accounts Managed |
Total Assets (millions) |
# of Accounts Managed with Performance- Based Advisory Fee |
Total Assets with Performance- Based Advisory Fee (millions) | ||||
| Registered Investment Companies: |
1 | $1,693 | 0 | $0 | ||||
| Other Pooled Investment Vehicles: |
8 | $1,193 | 3 | $275 | ||||
| Other Accounts: |
25 | $10,453 | 2 | $2,762 | ||||
61
Portfolio Manager Compensation
The overall objective of the Adviser’s compensation program for portfolio managers is to attract experienced and expert investment professionals and to retain them over the long term. Compensation is comprised of several components which, in the aggregate, are designed to achieve these objectives and to reward the portfolio managers for their contributions to the successful performance of the accounts they manage. Portfolio managers are compensated through a combination of base salary, bonus and equity incentive participation in the Adviser’s parent company (“equity incentives”). Bonus and equity incentives generally represent most of the portfolio managers’ compensation.
Salary. Salary is agreed to with portfolio managers at the time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of a portfolio manager’s compensation.
Discretionary Bonus/Guaranteed Minimums. Discretionary bonuses are
paid by the Adviser or an affiliate of the Adviser (collectively, the “TCW Advisers”).
Also, pursuant to contractual arrangements, some portfolio managers may receive minimum bonuses.
Equity Incentives. Management believes that equity ownership aligns the interests of portfolio managers with the interests of the firm and its clients. Accordingly, TCW’s key investment professionals participate in equity incentives through ownership or participation in restricted unit plans that vest over time or unit appreciation plans of the Adviser’s parent company.
Other Plans and Compensation Vehicles. Portfolio managers may also elect to participate in the applicable TCW Adviser’s 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis.
Ownership of Securities. The following table sets forth the dollar range of equity securities beneficially owned by each portfolio manager in the Funds as of March 31, 2025.
| Dollar Range of Fund Shares Beneficially Owned | ||
| High Yield Bond Fund |
||
| Jerry Cudzil |
$100,001-$500,000 | |
| Steven J. Purdy |
None | |
| Brian Gelfand |
None | |
| Investment Grade Credit Fund |
||
| Bryan T. Whalen, CFA |
$500,001-$1,000,000 | |
| Jerry Cudzil |
None | |
| Ruben Hovhannisyan, CFA |
None | |
| Low Duration Bond Fund |
||
| Bryan T. Whalen, CFA |
$500,001-$1,000,000 | |
| Jerry Cudzil |
None | |
| Ruben Hovhannisyan, CFA |
$1-$10,000 | |
| Strategic Income Fund |
||
| Bryan T. Whalen, CFA |
None | |
| Jerry Cudzil |
None | |
| Ruben Hovhannisyan, CFA |
None | |
| Sustainable Securitized Fund |
||
| Elizabeth (Liza) Crawford |
None | |
| Palak Pathak, CFA |
None | |
| Peter Van Gelderen |
None | |
| Total Return Bond Fund |
||
| Bryan T. Whalen, CFA |
Over $1,000,000 | |
| Jerry Cudzil |
$100,001-$500,000 | |
| Ruben Hovhannisyan, CFA |
$1-$10,000 | |
| Ultra Short Bond Fund |
||
| Bryan T. Whalen, CFA |
None | |
| Jerry Cudzil |
None | |
| Ruben Hovhannisyan, CFA |
None | |
| Unconstrained Bond Fund |
||
| Bryan T. Whalen, CFA |
None | |
| Jerry Cudzil |
None | |
| Ruben Hovhannisyan, CFA |
None | |
| Steven J. Purdy |
None |
62
Conflicts
Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including a Fund), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager, the Adviser or another TCW Adviser has a greater financial incentive, such as a performance fee account, or where an account or fund managed by a portfolio manager has a higher fee sharing percentage than the portfolio manager’s fee sharing percentage with respect to a Fund. When accounts managed by the Adviser (including a Fund) invest in different parts of an issuer’s capital structure (e.g., one account owns equity securities of an issuer while another account owns debt obligations of the same issuer), actual or potential conflicts of interest may also arise with respect to decisions concerning the issuer’s financing, investments or risks, among other issues, as related to the interests of the accounts. The TCW Advisers have adopted policies and procedures reasonably designed to address these types of conflicts, and the Adviser believes these policies and procedures serve to operate in a manner that is fair and equitable among its clients, including the Funds.
DISCLOSURE OF PORTFOLIO HOLDINGS
General. The Trust has established a policy governing the disclosure of each Fund’s portfolio holdings that is designed to protect the confidentiality of that Fund’s non-public portfolio holdings and to prevent inappropriate selective disclosure of those holdings. The
Board of Trustees has approved this policy and will be asked to approve any material amendments to this policy. Exceptions to the Funds’ portfolio holdings disclosure policies may be granted only by an officer of the Trust or the Chief Executive Officer of the Adviser upon a determination that the release of information would be in the best interests of the Fund’s shareholders and appropriate for legitimate business purposes, and must be reported quarterly to the Board of Trustees. There is no guarantee that the Funds’ policies on the use and dissemination of portfolio holdings information will protect the Funds from the potential misuse of holdings by individuals or firms in possession of such information. The Board of Trustees will monitor disclosure of portfolio holdings by approval in advance of material changes to that policy, and by occasional review of reports or discussions with the Trust’s officers about disclosures of the Funds’ portfolio holdings.
Investors in separate accounts and unregistered products managed by the Adviser or its affiliates have access to their portfolio holdings, and prospective investors of separate accounts and unregistered products have access to representative portfolio holdings. Disclosures of portfolio holdings to those investors and prospective investors are not subject to the Funds’ disclosure of portfolio holdings policies discussed above and below. Some of these separate accounts and unregistered products have substantially similar or identical investment objectives and strategies as certain Funds and, therefore, may have similar, or in certain cases nearly identical, portfolio holdings as those Funds.
Neither the Adviser nor the Funds will receive any compensation or other consideration in connection with disclosure of a Fund’s portfolio holdings.
Public Disclosure of Portfolio Holdings. The Funds currently disclose portfolio holdings with respect to holdings at the end of the second and fourth quarters in their semi-annual and annual Form N-CSR, and with respect to holdings quarterly in their Form N-PORT reports, which are available at www.sec.gov and www.TCW.com. The Funds or the Adviser may distribute non-specific information about the Funds and/or summary information about the Funds at any time. Such information will not identify any specific portfolio holding, but may reflect, among other things, the quality or character of a Fund’s holdings.
In addition, it is the policy of the Funds to provide certain unaudited information regarding the portfolio composition of the Funds as of month-end to shareholders and others upon request to the Funds, beginning on the 15th calendar day after the end of the month (or, if not a business day, the next business day thereafter). These complete holdings lists are not contained on the Funds’ website. Top ten quarter-end holdings lists and other portfolio characteristics at month-end for certain Funds may be posted on the Funds’ website at www.TCW.com.
Shareholders and others who wish to obtain portfolio holdings for a particular month may make a request by contacting the Funds between the hours of 7:00 a.m. and 5:00 p.m. Pacific time, Monday through Friday, toll free at (877) 829-4768 beginning on the 15th day following the end of that month (or, if not a business day, the next business day thereafter). Requests for portfolio holdings may be made on a monthly basis pursuant to this procedure, or standing requests for portfolio holdings may be accepted.
63
Persons making requests will be asked to provide their name and a mailing address, e-mail address or fax number. The Funds reserve the right to refuse to fulfill a request if they believe that providing portfolio holdings would be contrary to the best interests of the Funds. Those decisions are made by personnel of the Adviser of the Trust with the Title of Managing Director, Senior Vice President or higher (an “Authorized Person”).
Disclosure of Non-Public Portfolio Holdings. A Fund may, in certain cases, disclose to third parties its portfolio holdings that have not been made publicly available. Disclosure of non-public portfolio holdings to third parties may be made only if an Authorized Person determines that such disclosure is in the best interests of the Fund’s shareholders. In addition, the third party receiving that information, or any representatives of a third party receiving that information, will be required to agree in writing to keep that information confidential and use it for an agreed upon legitimate business purpose. The Adviser’s legal department reviews any confidentiality agreement entered into with a third party receiving non-public portfolio holdings. The restrictions and obligations described in this paragraph do not apply to non-public portfolio holdings provided to entities that provide on-going services to the Funds in connection with their day-to-day operations and management, including the Funds’ Adviser and its affiliates, and the Funds’ custodian, administrator, pricing services, broker-dealers, accounting services provider, independent registered public accounting firm, financial printer, and proxy voting service provider. To the extent that an Authorized Person determines that there is a potential conflict of interest with respect to the disclosure of information that is not publicly available between the interests of a Fund’s shareholders, on the one hand, and the Adviser, or an affiliated person of the Adviser or the Fund, on the other, the Authorized Person must inform the Trust’s Chief Compliance Officer of that potential conflict of interest, and the Trust’s Chief Compliance Officer shall determine whether, in light of the potential conflict, disclosure is reasonable under the circumstances.
Current or quarterly portfolio holdings may be disclosed to governmental authorities pursuant to applicable laws or regulations, or a judicial, regulatory or other similar request. Information regarding the characteristics of a Fund portfolio, such as its current credit quality or duration, may be provided upon request, subject to the discretion of the Trust’s officers.
Ongoing Arrangements to Make Portfolio Holdings Available. With authorization from the Trust’s Chief Compliance Officer or an Authorized Person, Trust representatives disclose Fund portfolio holdings to the following recipients on an ongoing basis: the Adviser; fund rating agencies (including Lipper and Morningstar ); consultants and analysts (including Bloomberg, BNY Mellon, FactSet Research Systems, MSCI, FundConnect, Finance-Doc, DeShaw, EPFR and State Street); State Street Bank and Trust Company (the Funds’ custodian); Chase Bank (the Funds’ limited custodian under the terms of certain repurchase and futures agreements); U.S. Bank Global Fund Services (the Funds’ transfer agent); Paul Hastings LLP, Ropes & Gray LLP and Dechert LLP (legal counsel); Deloitte & Touche LLP (the Funds’ independent registered public accounting firm); Donnelley Financial Solutions (financial printer); and Glass Lewis & Co., LLC (the proxy voting service provider and the service provider that has been retained to process votes and corporation actions on behalf of the Funds). Each recipient, except the Funds’ independent registered public accounting firm, the Funds’ legal counsel and the Funds’ financial printer, receives the portfolio holdings information on a daily basis. Each of the Funds’ independent registered public accounting firm, the Funds’ legal counsel and the Funds’ financial printer receives the information when requested in connection with its services to the Funds.
ADMINISTRATION AND ACCOUNTING SERVICES
The Funds have a Fund Administration and Accounting Agreement (the “Administration Agreement”) with State Street Bank and Trust Company (“State Street”), effective May 16, 2025, which has offices at One Congress Street, Boston, MA 02114. The Administration Agreement provides that State Street will perform certain administrative services for the Trust including, among other things, prepare and coordinate with the Funds and Funds’ counsel the filing of the Funds’ annual post-effective amendment; assemble and distribute quarterly Board materials including the drafting of notices, agendas and resolutions for quarterly Board meetings; maintain the Trust’s corporate records; administratively assist in arranging the fidelity bond and directors’ and officers’/errors and omissions insurance policies; and maintain the Trust’s regulatory calendar. State Street also performs certain administrative and accounting services for the Trust such as preparing and filing shareholder reports, preparing and filing federal and state tax returns on behalf of the Trust and providing statistical and research data. In addition, State Street prepares and files certain reports with the appropriate regulatory agencies and prepares certain materials required by the SEC or any state securities commission having jurisdiction over the Trust. The accounting services performed by State Street include maintaining the accounting books and records of the Funds, calculating the Funds’ net asset value per share, maintaining records relating to the securities transactions of the Funds and coordinating the preparation and
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payment of Fund-related expenses. Prior to May 16, 2025, The Bank of New York Mellon (“BNY Mellon”) served as the administrator. The amount of administration and accounting services fees paid by each Fund to BNY Mellon for the last three fiscal years is as follows:
| Fiscal Year Ended March 31, 2025 |
Fiscal Year Ended March 31, 2024 |
Fiscal Year Ended March 31, 2023 | ||||||||||
| High Yield Bond Fund |
$ | 145,051 | $ | 113,920 | $ | 116,499 | ||||||
| Investment Grade Credit Fund |
$ | 135,664 | $ | 103,599 | $ | 95,371 | ||||||
| Low Duration Bond Fund |
$ | 216,128 | $ | 227,020 | $ | 283,527 | ||||||
| Strategic Income Fund |
$ | 175,692 | $ | 167,059 | $ | 118,510 | ||||||
| Sustainable Securitized Fund |
$ | 117,081 | $ | 82,993 | $ | 72,501 | ||||||
| Total Return Bond Fund |
$ | 2,613,279 | $ | 3,329,541 | $ | 4,252,795 | ||||||
| Ultra Short Bond Fund |
$ | 121,459 | $ | 105,733 | $ | 110,705 | ||||||
| Unconstrained Bond Fund |
$ | 361,791 | $ | 325,227 | $ | 440,391 | ||||||
CUSTODIAN AND TRANSFER AGENT
State Street, located at One Congress Street, Boston, MA 02114, serves as the Funds’ custodian under a separate Custodian Agreement. Under the Custodian Agreement, State Street (i) maintains a separate account or accounts in the name of each Fund, (ii) holds and transfers portfolio securities on account of each Fund, (iii) accepts receipts and makes disbursements of money on behalf of each Fund, (iv) collects and receives all income and other payments and distributions on account of each Fund’s securities, and (v) makes periodic reports to the Board of Trustees concerning each Fund’s operations. Pursuant to applicable rules, State Street also acts as the Fund’s foreign custody manager.
Pursuant to applicable rules, the Funds also maintain futures accounts with Citigroup Global Markets Inc., Goldman, Sachs & Co., and Credit Suisse Securities (USA) LLC, all of which are futures commission merchants registered with the National Futures Association. Because of margin requirements for futures transactions, certain Funds’ assets occasionally may be held in the accounts instead of with the Funds’ custodian.
U.S. Bank Global Fund Services serves as the transfer agent for the Funds under a Transfer Agency and Shareholder Services Agreement.
UNDERWRITER
TCW Funds Distributors LLC (the “Underwriter”), located at 515 South Flower Street, Los Angeles, California 90071, is a broker-dealer that serves as each Fund’s principal underwriter in a continuous public offering of the Funds’ shares on a best-efforts basis. The Underwriter is under common ownership with the Adviser.
Under a Distribution Agreement with the Trust (the “Distribution Agreement”), the Underwriter acts as the agent of the Trust in connection with the continuous offering of shares of the Funds. The Underwriter continually distributes shares of the Funds on a best efforts basis. The Underwriter has no obligation to sell any specific quantity of Fund shares. The Underwriter and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust.
The Underwriter may enter into agreements with selected broker-dealers, banks or other financial intermediaries for distribution of shares of the Funds. With respect to certain financial intermediaries and related fund “supermarket” platform arrangements, the Funds and/or the Adviser, rather than the Underwriter, typically enter into such agreements. These financial intermediaries may charge a fee for their services and may receive shareholder service or other fees from parties other than the Underwriter. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, redemption and other requests to the Funds.
Investors who purchase shares through financial intermediaries will be subject to the procedures of those intermediaries through which they purchase shares, which may include charges, investment minimums, cutoff times and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary through which they purchase shares. Investors purchasing shares of the Funds through financial intermediaries should acquaint themselves with their financial intermediary’s procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholder of record, although customers may have the right to vote shares depending upon their arrangement with the financial intermediary. The Underwriter does not receive compensation from the Funds for its distribution services except the distribution/service fees with respect to the shares of those classes for which a 12b-1 Plan is effective. The Adviser or its parent company may reimburse expenses of or contribute capital to the Underwriter.
After its initial term of two years, the Distribution Agreement between the Funds and the Underwriter will continue in effect for periods not exceeding one year if approved at least annually by (i) the Board of Trustees or the vote of a majority of the outstanding shares of each Fund (as defined in the 1940 Act) and (ii) a majority of the Independent Trustees, in each case cast in person at a meeting called for the purpose of voting on such agreement. The Distribution Agreement may be terminated without penalty by the parties thereto upon 60 days’ written notice, and it is automatically terminated in the event of its assignment as defined in the 1940 Act.
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SHARE MARKETING PLAN
The Trust has adopted a Share Marketing Plan (or Rule 12b-1 Plan) (the “12b-1 Plan”) with respect to the Funds pursuant to Rule 12b-1 under the 1940 Act. The Underwriter serves as the Distribution Coordinator under the 12b-1 Plan and, as such, receives for disbursement any fees paid by the Funds pursuant to the 12b-1 Plan.
On April 1, 1997, the Board of Trustees of the Trust, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the 12b-1 Plan or in any agreement related to the 12b-1 Plan adopted the 12b-1 Plan for Class M shares of the Ultra Short Bond Fund, Low Duration Bond Fund and Total Return Bond Fund. On June 10, 2002, the Board of Trustees of the Trust, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the 12b-1 Plan or in any agreement related to the 12b-1 Plan, adopted the Plan for Class M shares of the High Yield Bond Fund. On May 19, 2003, the Board of Trustees of the Trust, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the 12b-1 Plan or in any agreement related to the 12b-1 Plan, adopted the 12b-1 Plan for Class M shares of the Strategic Income Fund. On September 19, 2011, the Board of Trustees of the Trust, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the 12b-1 Plan or in any agreement related to the 12b-1 Plan, adopted the 12b-1 Plan for Class M shares of the Unconstrained Bond Fund. The Funds’ Rule 12b-1 plan covers the Class M shares of each of the Funds. The 12b-1 Plan also covers the Administrative Class shares of the Low Duration Bond Fund and Total Return Bond Fund. On June 4, 2018, the Board of Trustees of the Trust, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the 12b-1 Plan or in any agreement related to the 12b-1 Plan adopted the 12b-1 Plan for Class M shares of the Investment Grade Credit Fund. On June 14, 2021, the Board of Trustees of the Trust, including a majority of the Independent Trustees who have no direct or indirect financial interest in the operation of the 12b-1 Plan or in any agreement related to the 12b-1 Plan adopted the 12b-1 Plan for Class M shares of the Sustainable Securitized Fund.
Under the 12b-1 Plan, each Fund pays distribution fees to the Distribution Coordinator at an annual rate of up to 0.25% of the Fund’s aggregate average daily net assets to reimburse expenses incurred in connection with the promotion and distribution of each Fund’s shares. The promotional and distribution activities paid by the 12b-1 Plan include, but are not limited to, compensation of intermediaries such as broker-dealers that sponsor fund marketplaces or platforms, and service shareholder accounts. Because these fees are paid out of the Funds’ assets on an ongoing basis, over time these fees will increase the cost of an investor’s investment and may cost such investor more than paying other sales charges. The 12b-1 Plan is intended to facilitate the sale of Class M shares. Because the various Funds may be marketed jointly, the payments made by some Funds could have the effect of also promoting other Funds, but the charges imposed by intermediaries are normally billed with respect to specific Funds. The Adviser has undertaken to limit the 12b-1 Plan expenses to 0.21% for the Total Return Bond Fund, 0.19% for the Low Duration Bond Fund and 0.16% for the Ultra Short Bond Fund for the fiscal year ending March 31, 2026.
The 12b-1 Plan provides that the Distribution Coordinator may use the Rule 12b-1 distribution fees received from a Fund only to pay for the distribution and shareholder servicing expenses of the Fund. Distribution fees are accrued daily and paid monthly, and are charged as expenses of the shares as accrued.
A Fund is not obligated under the 12b-1 Plan to pay any distribution expense in excess of the distribution fee. Thus, if the 12b-1 Plan were terminated or otherwise not continued, no amounts (other than current amounts accrued but not yet paid) would be owed to the Distribution Coordinator. Using its own resources, the Adviser may pay distribution and other fees and expenses in excess of the distribution fee under agreements with certain intermediaries (such as but not limited to broker-dealers, banks, employee benefit plan alliances, record keepers or other financial institutions) under selling or servicing agreements for the Funds.
The 12b-1 Plan provides that it shall continue in effect from year to year provided that a majority of the Board of Trustees of the Trust, including a majority of the Independent Trustees, vote annually to continue the 12b-1 Plan. The 12b-1 Plan (and any distribution agreement between the Trust, the Underwriter or the Adviser and a selling agent) may be terminated without penalty upon at least 60-days’ notice by the Underwriter or the Adviser, or by the Trust by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding shares (as defined in the 1940 Act).
All distribution fees paid by the Funds under the 12b-1 Plan will be paid in accordance with FINRA Conduct Rule 2830, as such Rule may change from time to time. Pursuant to the 12b-1 Plan, the Board of Trustees will review at least quarterly a written report of the distribution expenses on behalf of each Fund. In addition, as long as the 12b-1 Plan remains in effect, the selection and nomination of Trustees who are not interested persons (as defined in the 1940 Act) of the Trust shall be made by the Trustees then in office who are not interested persons of the Trust.
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For the fiscal year ended March 31, 2025, 12b-1 fees were paid by the Funds as shown in the following table. All of the amounts shown were paid as compensation for distribution-related services and shareholder-related services to broker/dealers, record-keepers and other intermediaries. These amounts reflect actual payments made by the Funds net of reimbursement by the Adviser. The Funds did not have any unreimbursed expenses carried over to future years.
| Fund | 12b-1 Fees Paid for Fiscal Year Ended March 31, 2025 | |||
| High Yield Bond Fund – Class M |
$ 260,720 | |||
| Investment Grade Credit Fund – Class M |
$ 18,329 | |||
| Low Duration Bond Fund – Class M |
$ 247,332 | |||
| Strategic Income Fund – Class M |
$ 114,148 | |||
| Sustainable Securitized Fund – Class M |
$ 2,901 | |||
| Total Return Bond Fund – Class M |
$ 6,679,888 | |||
| Ultra Short Bond Fund – Class M |
$ 19,026 | |||
| Unconstrained Bond Fund – Class M |
$ 338,754 | |||
In addition, Adviser and its affiliates may, at their own expense and out of their own legitimate profits or other resources, pay additional compensation to an authorized broker-dealer, investment adviser, financial adviser, retirement plan administrator, insurance company, or other financial intermediary that has entered into a distribution agreement, service agreement or other type of arrangement with Adviser, the Underwriter or the Funds (“Authorized Firms”) for selling or servicing one or more class of Fund shares. Authorized Firms that receive these payments may be affiliated with Adviser. Payments may relate to selling and/or servicing activities, such as: access to an Authorized Firm’s customers or network; recordkeeping services; aggregating, netting and transmission of orders; generation of sales and other informational materials; individual or broad-based marketing and sales activities; wholesaling activities; conferences; retention of assets; new sales of Fund shares, and a wide range of other activities. Compensation amounts generally vary, and can include various initial and on-going payments. Additional compensation may also be paid to broker- dealers who offer certain Funds as part of a special preferred-list or other preferred treatment program. Additional compensation creates a potential conflict of interest in the form of an additional financial incentive to a registered representative of an Authorized Firm to recommend the purchase of the Funds over another mutual fund or another investment option. As of March 31, 2025, the Adviser has entered into arrangements to make additional distribution related payments to the following Authorized Firms: ADP Retirement Services, American Century, Ameriprise Financial Services, Inc., BPA, BMO Harris Bank, Charles Schwab & Co Inc., Fidelity Investments, Financial Data Services (Merrill Lynch Pierce Fenner), GWFS Equities Inc., JP Morgan Private Bank, Lincoln Financial Group, John Hancock, Morgan Stanley, Matrix Financial Solutions, Nationwide Investment Services Corp., Pershing LLC, Principal Life Insurance, RBC Capital Markets Corporation, Reliance Trust Company, SEI Private Trust, Standard Insurance Company, T. Rowe Price, TIAA, UBS Financial Services Inc., U.S. Bank, Valic Retirement Services, The Vanguard Group and Voya Financial. Inclusion on this list does not imply that the additional compensation paid to such Authorized Firms necessarily constitutes “special cash compensation” as defined by FINRA Conduct Rule 2830(l)(4). The Adviser will update this listing annually and interim arrangements may not be reflected. The Adviser and the Funds assume no duty to notify any investor whether an Authorized Firm through which he/she invests should be included in any such listing. You are encouraged to review the Prospectus for each Fund for any other compensation arrangements pertaining to the distribution of Fund shares. You also are encouraged to ask your brokerage representative or other contact with the distribution platform (or broker) what compensation that person or the relevant firm may be receiving for your investment in the Funds.
SHAREHOLDER SERVICING PLAN
The Trust has adopted a Shareholder Servicing Plan that allows each Fund to pay to broker-dealers and other financial intermediaries a fee for shareholder services provided to Fund shareholders who invest in the Administrative Class shares of the Fund through the intermediary. The fee is payable at an annual rate not to exceed 0.25% of the Fund’s average daily net assets invested through the intermediary, or such lower amount specified in the then-current prospectus (which currently specifies 0.20%). Because these fees are paid out of the Fund’s assets, over time these fees will also increase the cost of a shareholder’s investment in the Administrative Class shares of the Fund. For the fiscal years ended March 31, 2025, 2024 and 2023, the Low Duration Bond Fund – Administrative Class paid shareholder servicing fees of $22, $11 and $1,672, respectively. For the fiscal years ended March 31, 2025, 2024 and 2023, the Total Return Bond Fund – Administrative Class paid shareholder servicing fees of $1,460,781, $2,689,057 and $3,352,462, respectively.
The shareholder services that may be provided under the Shareholder Servicing Plan are non-distribution shareholder services that the intermediary provides with respect to Administrative Class shares of the Fund owned from time to time by customers of the intermediary. Such services include but are not limited to (i) transfer agent and sub-transfer agent type of services for beneficial owners of those Fund shares, (ii) aggregating and processing purchase and redemption orders for Fund shareholders, (iii) providing beneficial owners of Fund shares who are not record owners with statements showing their positions in the Fund, (iv) processing dividend payments
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for Fund shares, (v) providing sub-accounting services for Fund shares held beneficially, (vi) forwarding shareholder communications, such as proxies, shareholder reports, dividend and tax notices, and updated prospectuses to beneficial owners of Fund shares who are not record owners, (vii) receiving, tabulating and transmitting proxies executed by beneficial owners of Fund shares who are not record owners, (viii) responding generally to inquiries these shareholders have about the Fund or Funds, and (ix) providing such other information and assistance to these shareholders as they may reasonably request.
OTHER SHAREHOLDER SERVICING EXPENSES PAID BY THE FUNDS
Each Fund is authorized to compensate each broker-dealer and other third-party intermediary up to 0.10 percent (10 basis points) of the of the Class M and Class I assets and up to 0.15 percent (15 basis points) of the Class I-2 assets serviced for that Fund by that intermediary for shareholder services to each Fund and its shareholders. These services constitute sub-recordkeeping, sub-transfer agent or similar services and are similar in scope to services provided by the transfer agent to a Fund. These expenses paid by a Fund would remain subject to any overall expense limitation applicable to that Fund. These expenses are in addition to any supplemental amounts the Adviser pays out of its own resources and are in addition to the Fund’s payment of any amounts through the 12b-1 Plan. This amount may be adjusted, subject to approval by the Board of Trustees.
NET ASSET VALUE
As stated in the Prospectus, the net asset value or “NAV” per share of each Fund’s shares will be determined at the close of the New York Stock Exchange (the “NYSE”) (generally 4:00 p.m. ET, but the NYSE sometimes closes earlier) on each day that the NYSE is open for trading. The determination of NAV per share of each Fund’s shares may utilize portfolio valuations established prior to the close of the NYSE, as opposed to the closing market price, particularly with respect to fixed income instruments where prices are received from a pricing service or fair value process. The NYSE annually announces the days on which it will not be open for trading; the most recent announcement indicates that it will not be open on the following days: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The NYSE may, however, close on days not included in that announcement. No Fund is required to compute its net asset value on any day on which no order to purchase or redeem its shares is received. The daily net asset value may not reflect the closing market price for all futures contracts held by the Funds because the markets for certain futures contracts close shortly after the time net asset value is calculated.
Fixed-income securities for which market quotations are readily available are valued at prices as provided by independent pricing vendors. As appropriate, quotations for high yield bonds may also take additional factors into consideration such as the activity of the underlying equity or sector movements. However, securities with a demand feature exercisable within one to seven days are valued at par. The Funds receive pricing information from independent pricing vendors selected by the Adviser. The Funds use what they refer to as a “benchmark pricing system” to the extent vendors’ prices for securities are either inaccurate (such as when the reported prices are different from recent known market transactions) or are not available from another pricing source. For a security priced using this system, the Adviser, initially selects a proxy comprised of a relevant security (i.e., U.S. Treasury Note) or benchmark (i.e., LIBOR or SOFR) and a multiplier, divisor or margin that the Adviser believes would together best reflect changes in the market value of the security. The Adviser adjusts the value of the security daily based on changes to the market price of the assigned benchmark. Once each month, the Adviser obtains from one or more dealers an independent review of prices produced by the benchmark system as well as a review of the benchmark selected to adjust the price. Although the Adviser believes that benchmark pricing is the most reliable method for pricing securities not priced by pricing services, there is no assurance that the benchmark price reflects the actual price for which a Fund could sell a security. The accuracy of benchmark pricing depends on the judgment of one or more market makers regarding a security’s market price, as well as the choice of the appropriate benchmark, subject to review by the Adviser. The benchmark pricing system is continuously reviewed by the Adviser and implemented according to the pricing policy reviewed at least annually by the Board of Trustees.
Debt securities that mature in fewer than 60 days are valued at amortized cost if their original maturity was 60 or fewer days or by amortizing the value as of the 61st day before maturity, if their original term to maturity exceeded 60 days (unless the Adviser determines that this method does not represent fair value).
Fixed income securities can be complicated financial instruments. There are many methodologies (including computer-based analytical modeling and “individual security evaluations”) available to generate approximations of their market value, and there is significant professional disagreement about which is best. No evaluation method may consistently generate approximations that correspond to actual “traded” prices of the instruments. Evaluations may not reflect the transaction price at which an investment can be purchased or sold in the market.
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Equity securities, including depository receipts, are valued at the last reported sale price as reported by the stock exchange or pricing service. In cases where equity securities are traded on more than one exchange, the securities are valued using the prices from the respective primary exchange of each security. Options on equity securities are valued at the average of the latest bid and ask prices as reported by the stock exchange or pricing service. S&P 500 futures contracts generally are valued at the first sale price after 4:00 p.m. ET on the Chicago Mercantile Exchange. All other futures contracts are valued at the official settlement price of the exchange on which the applicable contract is traded. Changes to market closure times may alter when futures contracts are valued.
Trading in securities listed on foreign securities exchanges is normally completed before the close of regular trading on the NYSE. In addition, foreign securities trading may not take place on all business days in New York and may occur on days on which the NYSE is not open. Foreign currency exchange rates are generally determined prior to the close of trading on the NYSE. Events affecting the value of foreign securities and currencies will not be reflected in the determination of net asset value unless the Adviser determines that the particular event would materially affect net asset value, in which case an adjustment will be made. Foreign currency exchange transactions conducted on a spot basis are valued at the spot rate prevailing in the foreign exchange market.
Securities and other assets that cannot be valued as described above will be valued at their fair value as determined by the Adviser. The Adviser generally takes into account appropriate factors such as institutional-sized trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. Information that becomes known to the Funds or their agents after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the price of a security or the NAV determined earlier that day. Valuing a security at a fair value involves relying on a good faith value judgment made by individuals rather than on price quotations obtained in the marketplace. Although intended to reflect the actual value at which securities could be sold in the market, the fair value of one or more securities could be different from the actual value at which those securities could be sold in the market. Therefore, if a shareholder purchases or redeems shares in a Fund and the Fund holds securities priced at fair value, valuing a security at a fair value may have the unintended effect of increasing or decreasing the number of shares received in a purchase or the value of the proceeds received upon a redemption.
Each Fund’s liabilities are allocated among its classes. The total of such liabilities allocated to a class plus that class’s distribution and/or servicing fees (if any) and any other expenses specially allocated to that class are then deducted from the class’s proportionate interest in the Fund’s assets, and the resulting amount for each class is divided by the number of shares of that class outstanding to produce the class’s “net asset value” per share.
CONVERSION OF SHARES BETWEEN CLASSES
You will be permitted to convert shares between Class I Shares and Class I-2 Shares and Class M Shares and the Plan Class, provided that your investment meets the minimum initial investment requirements in the other class, that the shares of the other class are eligible for sale in your state of residence and that those shares are otherwise available for offer and sale. When an individual shareholder cannot meet the initial investment requirements of the other class, conversions of shares from one class to another class will be permitted if such a shareholder’s investment is normally aggregated with other shareholders’ requests, such as through a broker-dealer’s omnibus account. Shareholders will not be charged any fees by the Funds for such conversions, nor shall any intermediary charge any fees for such conversions. Ongoing fees and expenses incurred by a given share class will differ from those of other share classes, and a shareholder receiving new shares in an intra-Fund exchange may be subject to higher or lower total expenses following such exchange. Not all Funds offer all classes of shares or may be open to new investors. Conversion transactions will be effected only into an identically registered account. Conversion transactions will not be treated as a redemption for federal income tax purposes. Shareholders should consult their tax advisors as to the federal, foreign, state and local tax consequences of an intra-Fund exchange. Such conversion transactions must be effected according to other applicable law. The Funds also reserve the right to revise or terminate the conversion privilege, limit the amount or number of conversions or reject any conversion. A conversion of shares between Class I Shares and Class I-2 Shares and Class M Shares and Plan Class Shares is exempt from the Frequent Trading Policy described under “Trading Limits” in the Prospectus.
REDEMPTION IN KIND
If the Board of Trustees determines that it would be detrimental to the best interests of the remaining shareholders of any Fund to make payment wholly in cash, the Fund may pay the redemption price in part by a distribution in kind of readily marketable securities from the portfolio of that Fund, in lieu of cash. The Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which each Fund is obligated to redeem shares solely in cash up to the lesser of $250,000 or one percent of the net asset value of the Fund during any 90-day period for any one shareholder. Should redemptions by any shareholder exceed such limitation the Fund will have the option of redeeming the excess in cash or in kind. If shares are redeemed in kind, the redeeming shareholder would incur brokerage costs in converting the assets into cash.
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DIVIDENDS AND TAX STATUS
Each Fund has elected and intends to continue to qualify to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Each Fund is taxed as a separate entity under Subchapter M and must qualify on a separate basis. Qualification as a regulated investment company requires, among other things, that (a) at least 90% of a Fund’s annual gross income, without offset for losses from the sale or other disposition of securities, be derived from interest, dividends, payments with respect to securities loans, and gains from the sale or other disposition of securities, foreign currencies or options (including forward contracts) thereon; and (b) a Fund diversify its holdings so that, at the end of each quarter of the taxable year, (i) at least 50% of the market value of the Fund’s assets is represented by cash, U.S. government securities, securities of other regulated investment companies and other securities limited in respect of any one issuer to an amount not greater than 5% of the Fund’s assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its assets is invested in the securities of any one issuer (other than U.S. government securities) or two or more issuers that the Fund controls and that are engaged in the same, similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. In addition, in order to qualify as a regulated investment company a Fund must distribute to its shareholders at least 90% of its net investment income, other than net capital gains, and 90% of its tax-exempt interest income, earned in each year. As such, and by complying with the applicable provisions of the Code, a Fund will not be subject to U.S. federal income tax on the portion of its taxable income (and its net realized long-term capital gains) that it distributes to shareholders in accordance with the timing requirements of the Code.
A Fund must pay an excise tax to the extent it does not distribute to its shareholders during each calendar year at least 98% of its ordinary income for that calendar year, 98.2% of its net capital gains (both long-term and short-term) over capital losses for the one-year period ending October 31 in such calendar year, and all undistributed ordinary income and capital gains for the preceding respective one-year period. The Funds intend to meet these distribution requirements to avoid excise tax liability. If the net asset value of shares of a Fund should, by reason of a distribution of realized capital gains, be reduced below a shareholder’s cost, such distribution would to that extent be a return of capital to that shareholder even though taxable to the shareholder, and a sale of shares by a shareholder at net asset value at that time would establish a capital loss for U.S. federal income tax purposes.
An additional 3.8% federal tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable sales or dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in the Fund. Corporate shareholders are eligible to deduct 70% of dividends received from domestic corporations. The Funds pass through this benefit to their corporate shareholders subject to certain limitations under the Code. The dividends-received deduction is allowed to a corporate shareholder only if the shareholder satisfies a 46-day holding period for the dividend-paying stock (or a 91-day period for certain dividends on preferred stock). The 46-day and 91-day holding periods generally do not include any time in which the shareholder is protected from the risk of loss otherwise inherent in the ownership of an equity interest.
A Fund must satisfy the above holding period requirements in order to pass through this benefit to its corporate shareholders. In addition, a corporate shareholder of a Fund must also satisfy the holding period requirement with respect to its Fund Shares. In determining the extent to which a Fund’s dividends may be eligible for the 70% dividends-received deduction by corporate shareholders, interest income, capital gain net income, gain or loss from Section 1256 contracts (described below), dividend income from foreign corporations and income from other sources will not constitute qualified dividends. Corporate shareholders should consult their tax advisers regarding other requirements applicable to the dividends-received deduction. The use of hedging strategies, such as entering into futures contracts and forward contracts and purchasing options, involves complex rules that will determine the character and timing of recognition of the income received in connection therewith by the Funds. Income from foreign currencies (except certain gains therefrom that may be excluded by future regulations) and income from transactions in options, futures contracts and forward contracts derived by a Fund with respect to its business of investing in securities or foreign currencies will qualify as permissible income under Subchapter M of the Code.
For accounting purposes, when a Fund purchases an option, the premium paid by the Fund is recorded as an asset and is subsequently adjusted to the current market value of the option. Any gain or loss realized by a Fund upon the expiration or sale of such options held by the Fund generally will be capital gain or loss.
Any security, option, or other position entered into or held by a Fund that substantially diminishes the Fund’s risk of loss from any other position held by the Fund may constitute a “straddle” for U.S. federal income tax purposes. In general, straddles are subject to certain rules that may affect the amount, character and timing of a Fund’s gains and losses with respect to straddle positions by requiring, among other things, that the loss realized on disposition of one position of a straddle be deferred until gain is realized on disposition of the offsetting position; that the Fund’s holding period in certain straddle positions not begin until the straddle is terminated (possibly resulting in the gain not being treated as long-term capital gain); and that losses recognized with respect to certain straddle positions, which would otherwise constitute short-term capital losses, be treated as long-term losses. Different elections are available to a Fund that may mitigate the effects of the straddle rules.
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Certain options, futures contracts and forward contracts that are subject to Section 1256 of the Code (“Section 1256 Contracts”) and that are held by a Fund at the end of its taxable year generally will be required to be “marked to market” for U.S. federal income tax purposes, that is, deemed to have been sold at market value. Sixty percent of any net gain or loss recognized on these deemed sales and 60% of any net gain or loss realized from any actual sales of Section 1256 Contracts will be treated as long-term capital gain or loss, and the balance will be treated as short-term gain or loss.
A Fund may be subject to foreign withholding taxes on dividends and interest earned with respect to securities of foreign corporations. A Fund may invest in the stock of foreign investment companies that may be treated as “passive foreign investment companies” (“PFICs”) under the Code. Certain other foreign corporations, not operated as investment companies, may nevertheless satisfy the PFIC definition. A portion of the income and gains that a Fund derives from PFIC stock may be subject to a non-deductible U.S. federal income tax at the Fund level. In some cases, a Fund may be able to avoid this tax by electing to be taxed currently on its share of the PFIC’s income, whether or not such income is actually distributed by the PFIC. This is known as the qualifying electing fund, or QEF, election. Each Fund will endeavor to limit its exposure to the PFIC tax by investing in PFICs only where the election to be taxed currently will be made. Because it is not always possible to identify a foreign issuer as a PFIC in advance of making the investment, a Fund may incur the PFIC tax in some instances.
Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities are treated as ordinary income or loss. Similarly, gains or losses on forward foreign currency exchange contracts (other than forward foreign currency exchange contracts that are governed by Section 1256 of the Code and for which no election is made) or dispositions of debt securities denominated in a foreign currency attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security and the date of disposition are also treated as ordinary gain or loss. These gains and losses, referred to as “Section 988” gains or losses, increase or decrease the amount of a Fund’s investment company taxable income available to be distributed to its shareholders as ordinary income, rather than increasing or decreasing the Fund’s net capital gain. If a Fund’s Section 988 losses exceed other investment company taxable income during a taxable year, the Fund would not be able to make any ordinary dividend distributions, or distributions made before the losses were realized would be recharacterized as a return of capital to shareholders, rather than as an ordinary dividend, reducing the basis of each shareholder’s shares.
Any loss realized on a sale, redemption or exchange of shares of a Fund by a shareholder will be disallowed to the extent the shares are replaced within a 61-day period, beginning 30 days before and ending 30 days after the disposition of shares. Shares received in connection with the payment of a dividend by a Fund constitute a replacement of shares.
Under the Foreign Account Tax Compliance Act (“FATCA”), and subject to any applicable intergovernmental agreements, a 30% withholding tax on a Fund’s distributions generally applies if paid to a foreign entity unless: (i) if the foreign entity is a “foreign financial institution,” it undertakes certain due diligence, reporting, withholding and certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” it identifies certain of its U.S. investors or (iii) the foreign entity is otherwise excepted under FATCA.
Under proposed Treasury regulations, on which taxpayers may rely unless and until overridden by subsequent regulations, FATCA withholding on gross proceeds from the sale or disposition of Fund shares and capital gain distributions is eliminated. If withholding is required under FATCA on a payment related to your shares, investors that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) on such payment generally will be required to seek a refund or credit from the IRS to obtain the benefits of such exemption or reduction. The Funds will not pay any additional amounts in respect to amounts withheld under FATCA. You should consult your tax advisor regarding the effect of FATCA based on your individual circumstances.
Dividends generally are taxable to shareholders at the time they are paid. However, dividends declared in October, November and December and made to shareholders of record in such a month are treated as paid and are taxable as of December 31, provided that the dividend is paid during January of the following year. A Fund may make taxable distributions even during periods in which share prices have declined.
If a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not exempted. The fact that a loss is so reportable does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper.
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Special tax rules apply to investments through defined contribution plans and other tax-qualified plans. Shareholders should consult their tax advisers to determine the suitability of shares of a Fund as an investment through such plans and the precise effect of such an investment in their particular tax situations. Each shareholder will receive annual information from its Fund regarding the tax status of that Fund’s distributions.
The above discussion and the related discussion in the Prospectus are not intended to be complete discussions of all applicable federal tax consequences of an investment in a Fund. This discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to beneficial owners of shares of the Funds. Paul Hastings LLP has expressed no opinion in respect thereof. Nonresident aliens and other foreign persons are subject to different tax rules, and may be subject to U.S. federal income tax withholding on certain payments received from a Fund. Shareholders are advised to consult with their own tax advisers concerning the application of federal, state, local, and foreign taxes to an investment in a Fund.
The Funds may distribute taxable income to shareholders during periods in which the share price of a Fund has declined. Minimizing taxes is not a primary objective of the Funds in executing their investment strategies.
FURTHER INFORMATION ABOUT THE TRUST
The Declaration of Trust for the Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of beneficial interest and to divide or combine the shares into a greater or lesser number of shares without thereby changing the proportionate beneficial interest in each Fund. Each share represents an interest in a Fund proportionately equal to the interest of each other share. Upon the Trust’s liquidation, all shareholders would share pro rata in the net assets of the Fund in question available for distribution to shareholders. If it deems it advisable and in the best interest of shareholders, the Board of Trustees may create additional classes of shares. Each of such classes has or will have a different designation. Income and operating expenses not specifically attributable to a particular Fund are allocated fairly among the Funds by the Board of Trustees, generally on the basis of the relative net assets of each Fund.
Rule 18f-2 under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Trust shall not be deemed to have been effectively acted upon unless approved by a majority of the outstanding shares of the series of the Trust affected by the matter. Under Rule 18f-2, a series is presumed to be affected by a matter, unless the interests of each series in the matter are identical or the matter does not affect any interest of such series. Under Rule 18f-2 the approval of an investment advisory agreement or any change in a fundamental investment policy would be effectively acted upon with respect to a Fund only if approved by a majority of its outstanding shares. However, the rule also provides that the ratification of independent registered public accounting firms, the approval of principal underwriting contracts and the election of directors may be effectively acted upon by the shareholders of the Trust voting without regard to a Fund.
The Declaration of Trust provides that the Board of Trustees will not be liable for errors of judgment or mistakes of fact or law, but nothing in the Declaration of Trust protects a Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. The Declaration of Trust also provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon.
The Trust’s custodian is responsible for holding the Funds’ assets. Sub-custodians provide custodial services for assets of the Trust held outside the U.S. The Trust’s independent registered public accounting firm examines the Trust’s financial statements and assists in the preparation of certain reports to the SEC.
ADDITIONAL INFORMATION
LEGAL OPINION
The validity of the shares offered by the Prospectus has been passed upon by Paul Hastings LLP, 101 California Street, Forty-Eighth Floor, San Francisco, California 94111.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The annual financial statements of the Funds were audited by Deloitte & Touche LLP, independent registered public accounting firm for the Funds. An affiliate of Deloitte & Touche LLP provides tax services.
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OTHER INFORMATION
The Prospectus and this SAI, together, do not contain all of the information set forth in the Registration Statement of TCW Metropolitan West Funds filed with the SEC. Certain information is omitted in accordance with rules and regulations of the Commission. The Registration Statement may be inspected at the Public Reference Room of the Commission at 100 F Street, NE, Washington, D.C. 20549, and copies thereof may be obtained from the Commission at prescribed rates. It is also available on the SEC’s Internet Web site at http://www.sec.gov. Statements contained in the Prospectus or this SAI as to the contents of any contract or other document referred to herein or in the Prospectus are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Trust’s registration statement, each such statement being qualified in all respects by that reference.
FINANCIAL STATEMENTS
Audited financial statements and the accompanying report of Deloitte & Touche LLP, the Independent Registered Public Accounting Firm, for the fiscal year ended March 31, 2025 for the Funds, as contained in the Form N-CSR for the fiscal year ended March 31, 2025, are incorporated herein by reference to that report.
APPENDIX — DESCRIPTION OF RATINGS
MOODY’S INVESTORS SERVICE
BOND RATINGS:
“Aaa”—Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt-edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
“Aa”—Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risks appear somewhat larger than in Aaa securities.
“A”—Bonds rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment sometime in the future.
“Baa”—Bonds rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
“Ba”—Bonds rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
“B”—Bonds rated B are considered speculative and generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
“Caa”—Bonds rated Caa are considered speculative and of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
“Ca”—Bonds rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
“C”—Bonds rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
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Moody’s applies numerical modifiers “l”, “2” and “3” in each generic rating classification from Aa through Caa. The modifier “l” indicates that the obligation ranks in the higher end of its generic rating category; the modifier “2” indicates a mid-range ranking; and the modifier “3” indicates that the company ranks in the lower end of that generic rating category.
SHORT-TERM DEBT RATINGS:
Moody’s short-term debt ratings are opinions regarding the ability of issuers to repay punctually senior debt obligations. These obligations have an original maturity not exceeding one year, unless explicitly noted.
“P-1”—Issuers rated “Prime-l” or “P-1” (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations.
“P-2”—Issuers rated “Prime-2” or “P-2” (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations.
“P-3”—Issuers rated “Prime-3” or “P-3” (or supporting institutions) have an acceptable ability for repayment of senior short-term debt obligations.
“Not Prime”—Issuers rated “Not Prime” do not fall within any of the Prime rating categories. In addition, in certain countries the prime rating may be modified by the issuer’s or guarantor’s senior unsecured long-term debt rating.
STANDARD & POOR’S RATING GROUP
BOND RATINGS:
“AAA”—Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.
“AA”—Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in small degree.
“A”—Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
“BBB”—Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories.
“BB” and “B”—Debt rated BB and B is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions.
“CCC”—Debt rated CCC is regarded as being currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the debtor to meet its financial commitment on the debt. In the event of adverse business, financial, or economic conditions, the debtor is not likely to have the capacity to meet its financial commitment on the debt.
“CC”—An obligation rated CC is currently highly vulnerable to nonpayment.
“C”—Debt rated C is regarded as being currently highly vulnerable to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this debt are being continued.
“D”—Debt rated D is regarded as in payment default. The D rating category is used when payments on debt are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on a debt are jeopardized.
Plus (+) Minus (–)—The ratings from “AA to CCC” may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.
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COMMERCIAL PAPER RATINGS:
An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt considered short-term in the relevant market.
“A-1”—This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus (+) designation.
“A-2”—Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.
“A-3”—This designation exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the debtor to meet its financial commitment on the debt.
“B”—This designation is regarded as having significant speculative characteristics. The debtor currently has the capacity to meet its financial commitment on the debt; however, it faces major ongoing uncertainties which could lead to the debtor’s inadequate capacity to meet its financial commitment on the debt.
“C”—This designation is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the debtor to meet its financial commitment on the debt.
“D”—A short-term debt rated D is in payment default. The D rating category is used when payments on a debt are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on a debt are jeopardized.
FITCH IBCA RATINGS
BOND RATINGS:
The following summarizes the ratings used by Fitch for corporate bonds:
“AAA”—Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.
“AA”—Bonds considered to be investment grade and of very high credit quality. The obligor’s ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated “AAA.” Because bonds rated in the “AAA” and “AA” categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated “F-1+.”
“A”—Bonds considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.
“BBB”—Bonds considered to be investment grade and of good credit quality. The obligor’s ability to pay interest and repay is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds and, therefore, impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.
“BB”—Bonds are considered speculative. The obligor’s ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified, which could assist the obligor in satisfying its debt service requirements.
“B”—Bonds are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor’s limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.
“CCC, CC, C”—Bonds considered to have high default risk. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A “CC” rating indicates that default of some kind appears probable. “C” ratings signal that a default or default-like process has begun, or for a closed funding vehicle, payment capacity is irrevocably impaired.
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“RD”—Bonds considered to be in restricted default. An “RD” rating indicates an issuer that has experienced an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation, but has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and has not otherwise ceased operating.
“D”— Bonds considered to be in default. An “D” rating indicates an issuer that has experienced an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation, but has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and has not otherwise ceased operating.
Plus (+) Minus (-)—Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the “AAA” category.
SHORT-TERM DEBT RATINGS:
“F-1”—Highest Credit Quality. Indicates the strongest capacity for timely payment of financial commitments. Where the liquidity profile is particularly strong, a “+” is added to the assigned rating.
“F-2”—Good Credit Quality. Issues assigned this rating have a good capacity for timely payment, but the margin of safety is not as great as for issues assigned “F-1+” or “F-1” ratings.
“F-3”—Fair Credit Quality. Issues assigned this rating have adequate capacity for timely payment of financial commitments.
“B”—Speculative. Issues assigned this rating have an uncertain capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.
“C”—High Default Risk. Default is a real possibility for issues assigned this rating. Capacity for timely payment of financial commitments is highly uncertain.
“RD”—Restricted Default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
“D”—Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
SHORT-TERM MUNICIPAL BOND RATINGS
There are three rating categories for short-term municipal bonds that define an investment grade situation, which are listed below. In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The first element represents an evaluation of the degree of risk associated with scheduled principal and interest payments, and the other represents an evaluation of the degree of risk associated with the demand feature. The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1. MIG ratings terminate at the retirement of the obligation while VMIG rating expiration will be a function of each issue’s specific structural or credit features.
MIG 1/VMIG 1: This designation denotes superior quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.
MIG 2/VMIG 2: This designation denotes strong quality. Margins of protection are ample although not so large as in the preceding group.
MIG 3/VMIG 3: This designation denotes acceptable quality. All security elements are accounted for but there is lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.
SG: This designation denotes speculative quality. Debt instruments in this category lack margins of protection.
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TCW METROPOLITAN WEST FUNDS
FORM N-1A
PART C
| Item 28. | Exhibits |
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| (b)(2) |
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| (c) |
Instruments Defining Rights of Security Holders (not applicable). | |
| (d)(1) |
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| (d)(2) |
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| (d)(3) |
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| (e)(1) |
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| (e)(2) |
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| (e)(3) |
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| (f) |
Bonus or Profit Sharing Contracts (not applicable). | |
| (g) |
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| (h)(1) |
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| (h)(2) |
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| (h)(3) |
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| (h)(4) |
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| (h)(6) |
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| (h)(7) |
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| (h)(8) |
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| (h)(9) |
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| (i)(1) |
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| (i)(2) |
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| (i)(3) |
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| (i)(4) |
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| (i)(5) |
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| (i)(6) |
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| (i)(7) |
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| (i)(8) |
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| (i)(9) |
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| (j) |
Consent of Independent Registered Public Accounting Firm is filed herewith. | |
| (k) |
Omitted Financial Statements (not applicable). | |
| (l) |
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| (m)(1) |
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| (m)(2) |
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| (m)(3) |
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| (n)(1) |
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| (n)(2) |
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| (n)(3) |
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| (n)(4) |
Fourth Amended Multiple Class Plan (Rule 18f-3 Plan), as amended June 2, 2025, is filed herewith. | |
| (p) |
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| (Other) |
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| (Other) |
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| Item 29. | Persons Controlled by or Under Common Control with Registrant |
Metropolitan West Asset Management, LLC, a California limited liability company, is the investment adviser for each series of the Registrant (the “Adviser”). The Adviser is a wholly owned subsidiary of TCW Asset Management Company LLC, a Delaware limited liability company and registered investment adviser, which in turn is a wholly owned subsidiary of The TCW Group, Inc., a Nevada corporation (“TCW”). The Carlyle Group, LP (“Carlyle”) may be deemed to be a control person of the Adviser by reason of its control of certain investment funds that indirectly control more than 25% of the voting stock of TCW. Nippon Life Insurance Company, a mutual insurance company organized under the laws of Japan, indirectly holds a non-controlling minority interest in TCW. In addition, TCW management and employees as a group may be deemed to be a control person of the Advisor by reason of their collective indirect control of approximately 39% of the voting interests in TCW. Other investment adviser and broker-dealer entities under common control with the Adviser as subsidiaries of The TCW Group, Inc. include: TCW Funds Distributors LLC (a Delaware limited liability company and a registered-broker-dealer), TCW Asset Management Company LLC (a Delaware limited liability company and a registered investment adviser), TCW Investment Management Company LLC (a Delaware limited liability company and a registered investment adviser) and TCW LLC (a Delaware limited liability company). Carlyle also controls various other pooled investment vehicles and, indirectly, many of the portfolio companies owned by those funds.
| Item 30. | Indemnification |
Article VII of the Agreement and Declaration of Trust empowers the Trustees of the Trust, to the full extent permitted by law, to purchase with Trust assets insurance for indemnification from liability and to pay for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust.
Article VI of the By-Laws of the Trust provides that the Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was an agent of the Trust,
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against expenses, judgments, fines, settlement and other amounts actually and reasonable incurred in connection with such proceeding if that person acted in good faith and reasonably believed his or her conduct to be in the best interests of the Trust. Indemnification will not be provided in certain circumstances, however, including instances of willful misfeasance, bad faith, gross negligence, and reckless disregard of the duties involved in the conduct of the particular office involved.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to the Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable in the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
| Item 31. | Business and Other Connections of Investment Adviser |
The list required by this Item 31 of officers and directors of Metropolitan West Asset Management, LLC, together with the information as to any other business, profession, vocation, or employment of substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by Metropolitan West Asset Management, LLC pursuant to the Investment Advisers Act of 1940, as amended (SEC File No. 801-53332).
| Item 32. | Principal Underwriter |
| Item 32(a) | TCW Funds Distributors LLC (the “Distributor”) serves as principal underwriter for the following other investment companies registered under the Investment Company Act of 1940, as amended: |
| 1. | TCW Funds, Inc. |
Item 32(b)
The directors and officers of TCW Funds Distributors LLC are as follows:
| Name and Principal Business Address* |
Positions and Offices With Underwriter |
Positions and Offices With the Registrant | ||
| Joseph T. Magpayo | Manager, President & Chief Executive Officer | None | ||
| Joseph Carieri | Manager | None | ||
| Gina McCarthy | Manager | None | ||
| Felicia Werts | Anti-Money Laundering Compliance Officer; Chief Compliance Officer & Secretary |
None | ||
| Lori A. Gilchrist | Deputy Anti-Money Laundering Compliance Officer | None | ||
| Marc Mao | Authorized Secretary | None | ||
| * | The principal business address is 515 South Flower Street, Los Angeles, CA 90071. |
Item 32(c) Not applicable.
| Item 33. | Location of Accounts and Records |
The accounts, books, or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, will be kept by the Registrant’s Transfer Agent, U.S. Bank Global Fund Services, 615 E. Michigan
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Street, 3rd Floor, Milwaukee, WI 53202, except those records relating to portfolio transactions and the basic organizational and Trust documents of the Registrant (see Subsections (2)(iii), (4), (5), (6), (7), (9), (10) and (11) of Rule 31a-1(b)), which will be kept by the Registrant at 515 South Flower Street, Los Angeles, California 90071 or at a third-party unaffiliated record-keeper at 1925 East Vernon Ave., Los Angeles, California, 90058, or those records relating to the Registrant’s Distributor, which will be kept by the Distributor at 515 South Flower Street, Los Angeles, CA 90071.
| Item 34. | Management Services |
There are no management-related service contracts not discussed in Parts A and B.
| Item 35. | Undertakings |
Registrant has undertaken to comply with Section 16(a) of the Investment Company Act of 1940, as amended, which requires the prompt convening of a meeting of shareholders to elect trustees to fill existing vacancies in the Registrant’s Board of Trustees in the event that less than a majority of the Trustees have been elected to such position by shareholders. Registrant has also undertaken promptly to call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee or Trustees when requested in writing to do so by the record holders of not less than 10 percent of the Registrant’s outstanding shares and to assist its shareholders in communicating with other shareholders in accordance with the requirements of Section 16(c) of the Investment Company Act of 1940, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 81 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Los Angeles and State of California on the 28th day of July, 2025.
| TCW Metropolitan West Funds | ||
| By: | /s/ Megan McClellan | |
| Megan McClellan | ||
| President and Principal Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 81 to the Registration Statement of TCW Metropolitan West Funds has been signed below by the following persons in the capacities indicated on the 28th day of July, 2025.
| Signature |
Capacity |
Date | ||
| /s/ Megan McClellan |
Trustee, President and Principal Executive Officer | July 28, 2025 | ||
| Megan McClellan | ||||
| /s/ Patrick Moore* |
Trustee | July 28, 2025 | ||
| Patrick Moore | ||||
| /s/ Victoria Rogers* |
Trustee | July 28, 2025 | ||
| Victoria Rogers | ||||
| /s/ Richard M. Villa |
Treasurer, Principal Financial Officer and Principal | July 28, 2025 | ||
| Richard M. Villa | Accounting Officer | |||
| /s/ Martin Luther King III* |
Trustee | July 28, 2025 | ||
| Martin Luther King III | ||||
| /s/ Andrew Tarica* |
Trustee | July 28, 2025 | ||
| Andrew Tarica | ||||
| /s/ Michael Swell* |
Trustee | July 28, 2025 | ||
| Michael Swell | ||||
| /s/ Peter McMillan* |
Trustee | July 28, 2025 | ||
| Peter McMillan | ||||
| /s/ Robert G. Rooney* |
Trustee | July 28, 2025 | ||
| Robert G. Rooney | ||||
| /s/ Patrick Haden* |
Trustee | July 28, 2025 | ||
| Patrick Haden | ||||
| *by /s/ Peter Davidson |
July 28, 2025 | |||
| Peter Davidson, Attorney-in-Fact pursuant to Power of Attorney |
||||
6
TCW METROPOLITAN WEST FUNDS
INDEX OF EXHIBITS
Exhibits
7
Exhibit (g)
Execution Version
CUSTODY AGREEMENT
This Agreement (the Agreement) is made as of March 3, 2025 (the Effective Date) between:
| (1) | Each entity identified on Appendix A (the Client); and |
| (2) | STATE STREET BANK AND TRUST COMPANY, a bank and trust company organized under the laws of The Commonwealth of Massachusetts, U.S.A. (the Custodian). |
| 1 | Definitions and Interpretation |
Defined terms and the general rules of interpretation agreed by the Parties are set forth in Schedule 1.
| 2 | Appointment of the Custodian |
The Client hereby appoints the Custodian to provide the services set out in Sections 3 through 15 below (the Services) subject to and in accordance with the terms of this Agreement.
| 3 | Safekeeping Securities |
| 3.1 | Holding Securities. The Custodian will hold Securities delivered or credited to its account under this Agreement directly or through accounts at Subcustodians or CSDs. In turn, Subcustodians will hold Securities directly or through accounts at CSDs. |
| 3.2 | Client Entitlements and Segregation. The Custodian will take the following steps to reflect the Clients ownership of Securities and to separately identify the Securities of the Client from the proprietary assets of the Custodian, Subcustodians, and CSDs, in accordance with Local Market Practice: |
| 3.2.1 | Accounts at the Custodian. Open and maintain on the records of the Custodian one or more securities accounts in the name of the Client or such other name as the Client may reasonably request (each, a Securities Account) and credit Securities to them; |
| 3.2.2 | Accounts at the Subcustodians or CSDs. Open and maintain securities accounts at the Subcustodians or CSDs in which the Custodian is a direct participant, cause Subcustodians to open and maintain securities accounts at CSDs in which the Subcustodian is a participant, and cause Securities to be credited to the relevant accounts. Such accounts: (i) may be commingled (or omnibus) accounts for Securities of multiple customers of the Custodian (or Subcustodian, in the case of accounts opened by the Subcustodian at a CSD) or, in limited markets, segregated (or separate) accounts for Securities of the Client; and (ii) must not include any proprietary securities of the Custodian, the Subcustodian or the CSD; |
| 3.2.3 | Physical Securities. Physically segregate bearer Securities from the proprietary assets of the Custodian, and require that the Subcustodians physically segregate bearer Securities from the Subcustodians and the Custodians proprietary assets; |
| 3.2.4 | Registration Names. Register certificated Securities (other than bearer securities) in the name of the Client or in the name of the Custodian, a Subcustodian, a CSD or a nominee of any of them, or otherwise in accordance |
Information Classification: Limited Access
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| with Local Market Practice and the laws and regulations applicable to the Custodian; and |
| 3.2.5 | Records of Transactions; Reconciliation. Maintain records of the Clients transactions in the Securities Accounts and reconcile its records of clients securities holdings against the records of its Subcustodians and CSDs in which it is a direct participant in accordance with the Custodians standard procedures and Local Market Practice. Subcustodians will likewise maintain records of their clients transactions and reconcile their records of the securities holdings of their clients against the records of the CSDs in which they are a direct participant in accordance with the Subcustodians standard procedures and Local Market Practice. |
| 3.3 | Securities Interchangeable. Securities of the Client (whether held in separate or commingled accounts) are fungible with all other securities of the same issue held in such accounts by the Custodian and its Subcustodians. This means that the Clients redelivery rights in respect of the Securities are not in respect of the Securities actually deposited with the Custodian or a Subcustodian from time to time, but rather in respect of Securities of the same number, class, denomination and issue as those Securities. |
| 3.4 | Acceptance of Securities. Except as otherwise agreed in writing with the Client, the Custodian will only accept custody of Securities and other assets that it is operationally equipped and licensed to hold in the relevant market where it provides custodial services either directly or through an existing Subcustodian and may decline to accept custody of certain securities or asset types that it determines present an unacceptable risk profile or that it or its Subcustodians are not operationally equipped or permitted to hold under any law or regulation. |
| 4 | Cash |
| 4.1 | Cash Accounts. The Custodian will open and maintain in the name of the Client one or more cash deposit accounts (each a Cash Account) in such currencies as may be required in connection with the investment activity of the Client. |
| 4.2 | Location of Cash Deposits. Cash received for the Client will be deposited with the Custodian, or with a Subcustodian, depending on the currency and/or the market. The Custodian will designate each currency in a particular market as On Book Cash or Off Book Cash. On Book Cash means the currency is maintained in a deposit account with, and recorded as a liability on the balance sheet of, the Custodian (through any of its branches) and Off Book Cash means the currency is maintained in a deposit account with, and recorded as a liability on the balance sheet of, a Subcustodian (through any of its branches). The Custodian may change the designation of a currency as On Book or Off Book from time to time. Clients will find the designation of currencies as On Book Cash and Off Book Cash, and any changes to such designations, in the Client Publications. |
| 4.3 | Cash Records. The Custodian will reflect Cash balances held in all On Book and Off Book Client deposit accounts on its books and records and report the balances to the Client. |
| 4.4 | Banking Relationship. In accepting deposits under this Agreement, the Custodian (for On Book Cash) or the relevant Subcustodian (for Off Book Cash) acts as banker and does not hold the money deposited on trust or segregated from its proprietary assets. Accordingly, the Client is an unsecured creditor of the Custodian (for On Book Cash) or |
Information Classification: Limited Access
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| the relevant Subcustodian (for Off Book Cash), subject to such rights as may arise in an Insolvency Event as determined under the laws of the jurisdiction of the Custodian or relevant Subcustodian. With respect to Off Book Cash, the Custodian is only responsible for returning the actual amount that the Custodian receives from the Subcustodian. |
| 4.5 | Interest and Charges. Cash Accounts may be interest bearing or non-interest bearing and may be subject to charges or fees on the deposit balance or on a per account basis. The Custodian or the relevant Subcustodian will determine on a periodic basis: |
| 4.5.1 | the interest rates, if any, (which may be positive, zero or negative) or equivalent charges or fees paid or charged to the Client from time to time with respect to a Cash Account; and |
| 4.5.2 | the overdraft rates or equivalent charges or fees and the applicable overdraft thresholds (if any) that will trigger interest charges from time to time for overdrafts, |
in each case, acting in their sole discretion, taking into account market conditions and other relevant commercial considerations. Interest and overdraft rates or other account charges or fees will vary by currency. Details on current rates and deposit account charges are available upon request.
| 4.6 | Overdrafts. The Client must maintain sufficient funds in the Cash Accounts to settle all transactions in the applicable currencies in a timely manner. The Custodian or its Subcustodians may, but are not required to, extend credit under this Agreement. The Custodian reserves the right to decline to process any Proper Instruction or settle any transaction that would result in an overdraft of the Cash Account. If an overdraft arises in the Cash Account, the Client agrees to repay the principal amount of the overdraft upon demand by the Custodian or within five Business Days, whichever is earlier, plus any applicable overdraft fees and interest on the principal overdraft. |
| 5 | Transaction Settlement |
| 5.1 | Settlement. The Custodian will settle all transactions in accordance with Local Market Practice, which may not always be on a delivery-versus-payment or receipt-versus- payment basis. Except as otherwise provided below regarding Contractual Settlement, the Custodian will credit or debit the appropriate Cash Account on an actual settlement or payment basis. |
| 5.2 | Contractual Settlement. In order to facilitate transaction settlement, the Custodian may provisionally credit settlement, maturity or redemption proceeds, or income, dividends and other distributions, on a contractual settlement or predetermined income basis (Contractual Settlement), for markets, securities and eligible clients as determined and notified by the Custodian in the Client Publications. The Custodian can terminate or suspend Contractual Settlement for markets, securities, or particular clients at any time. |
| 5.3 | Use of Funds. Where Contractual Settlement applies, the Custodian will credit or debit the appropriate Cash Account on the contractual settlement date or payable date for the relevant transaction. This means that (i) the Client will have use of the funds from the date that a sale was contracted to settle or the payable date, which may be earlier than the date payment actually occurs and (ii) the Custodian will have use of the funds debited from the Cash Account from the date that a purchase was contracted to settle until the date that settlement actually occurs. |
Information Classification: Limited Access
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| 5.4 | Reversal. The Custodian may reverse any Contractual Settlement credit at any time before actual receipt of the cash payment associated with the credit if the Custodian determines, in its reasonable judgement, that such payment will not be received within 30 days for that transaction or if the Custodian suspends or terminates the provision of Contractual Settlement for those Securities in that market. The Custodian will generally notify the Client two Business Days before any such reversal. |
| 5.5 | Secured Liability. To the extent that the Custodian has not received the cash payment associated with a credit, the amount credited remains a Secured Liability under this Agreement. |
| 6 | Corporate Actions |
| 6.1 | Transmit Information. The Custodian will promptly transmit or make available to the Client all material written information customarily provided by a professional global custodian regarding an applicable Corporate Action, or a brief synopsis of that information, affecting Securities then being held under this Agreement, where (i) that information is received directly from issuers of such Securities or from CSDs or Subcustodians or (ii) that information is publicly available in the relevant market from standard vendors routinely used by professional global custodians provided that the Custodian can verify the accuracy of such information. The Custodian will transmit or make available such Corporate Action data it receives from primary sources (issuers, CSDs and Subcustodians) without further review although it will generally note if such information is single sourced. The Custodian generally will not transmit or make available such Corporate Action data it receives from secondary sources (vendors) unless the accuracy of that information can be verified against at least one additional source. |
| 6.2 | Exercise. The Custodian will process the Clients elections with respect to any voluntary Corporate Action at the direction of the Client provided it has actual possession of the relevant Securities and it has received Proper Instructions by the deadline specified in the Custodians Corporate Action notification (Corporate Actions Deadline Date). The Custodian will use reasonable efforts to effect Proper Instructions received after that deadline but will have no responsibility for any failure to exercise such instructions accurately or timely. In the absence of receiving Proper Instructions by the Corporate Actions Deadline Date, the Custodian may take the default action specified in the corporate action notification. In the event of a mandatory Corporate Action, the Custodian will act without Proper Instructions in accordance with Section 22.10. |
| 6.3 | Class Actions. The Custodian will transmit written information received by the Custodian regarding any class action litigation to the extent set out in the Client Publications. The Custodian will not support class action participation by the Client beyond such forwarding of written information. In no event will the Custodian act as a lead plaintiff in a class action. |
| 6.4 | Fractional Positions. Fractional positions resulting from Corporate Actions will be dealt with in accordance with the Client Publications. |
| 7 | Proxy Servicing |
| 7.1 | Transmit Information. The Custodian will forward to the Client all proxies received by the Custodian relating to the Securities then held under this Agreement, for the markets designated in the Client Publications, unless otherwise instructed by the Client. The |
Information Classification: Limited Access
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| Custodian will use an agent to assist in the receipt and distribution of proxies and will share the Clients position and contact information to facilitate such collection and distribution. |
| 7.2 | Voting. The Custodian provides proxy voting services for the markets designated in the Client Publications. The Custodian will cause eligible proxies to be promptly executed by the registered holder in accordance with Proper Instructions and delivered to the issuer of the Securities or its designated agent. In order for the Custodian to provide the voting services, the Custodian must have received such Proper Instructions, must have actual possession of the relevant Securities, and all requirements set out in the Client Publications must have been met, including where applicable receiving an executed power of attorney, in each case by the deadline specified in the Custodians proxy notification. |
| 8 | Income Collection |
| 8.1 | Monitoring and Crediting. The Custodian will use reasonable efforts to monitor and collect on a timely basis, in accordance with Local Market Practice, all income and other payments to which the Client is entitled in respect of the Securities held under this Agreement and Securities on loan through the securities lending program sponsored by the Custodian or its Affiliates. The Custodian will credit such amounts to the Cash Account of the Client as received, except where Contractual Settlement applies. |
| 8.2 | Repatriation of Income. The Client is responsible for directing the repatriation of income into the base currency of the Portfolio or another currency selected by the Client, and may enter into separate arrangements to do so, as set out in Section 13 of this Agreement. |
| 9 | Statements and Reports |
| 9.1 | Contents. The Custodian will make available reports to the Client regarding the Portfolio on a periodic basis as selected by the Client from certain online tools made available from time to time by the Custodian or as otherwise agreed with the Client. The reports will include Cash balances, an itemized statement of Securities and Cash and Securities transaction activity. Market values contained in these reports are unaudited and based on the Custodians standard pricing vendors and practices. These reports will not include net asset value calculations. |
| 9.2 | Cash and Securities Not Held. The Custodian may agree to incorporate information in respect of cash or securities not held by the Custodian. In making available such information to the Client, the Custodian will rely upon the information provided by the Client or a third party without any requirement to verify the accuracy of such information. The Custodian will not perform any other Services in relation to such cash or securities. |
| 10 | Tax Withholding and Tax Relief |
| 10.1 | Withholding. The Custodian will withhold (or cause to be withheld) the amount of any tax which is required to be withheld by the Custodian or Subcustodian under the Law applicable to the Custodian or Subcustodian based on the Clients domicile and entity type in respect of any dividend, interest income or other distribution in relation to any Security, and/or the proceeds or income from the sale or other transfer of any Security held by the Custodian. If the Client has not provided the requisite information and documentation, the Custodian is obligated to arrange for maximum withholding. In |
Information Classification: Limited Access
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| certain markets, the Client will be required to hire a local tax agent to calculate withholding, as set out in the Client Publications. |
| 10.2 | Tax Relief. The Custodian will apply for a reduction of withholding tax and refund of any tax paid or tax credits in respect of income payments on Securities based on the Clients entitlement under relevant tax treaties or laws which apply in each market that supports a standard tax reclaim process, in all cases as may be set out from time to time in the Client Publications. The Custodian does not facilitate tax reclaims for tax transparent or pass-through (i.e., multiple beneficiary) entities such as partnerships, LLCs, common trusts, or any other types of entities that are generally ineligible for tax treaty or domestic law tax entitlements, even where the partners or beneficial holders of such entities may be eligible. |
| 10.3 | Documentation. In order for the Custodian to perform the services in this Section 10, the Client will provide the Custodian such information and documentation as may be required from time to time by the Custodian for tax purposes, including documentary evidence of its tax domicile, and its entity type and details of any special ruling or treatment to which the Client may be entitled in relation to countries where the Client engages or proposes to engage in investment activity or where Securities are or will be held. The Client is responsible for ensuring the documentation and information provided is true and accurate in all material respects and will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information supplied. The provision of documentation and information under this Section 10.3 will be taken to be a Proper Instruction upon which the Custodian will be entitled to rely for all purposes under this Section 10, including calculating withholding and determining available tax relief, without the need to undertake any further inquiries or verification. |
| 10.4 | Client Responsible for Taxes. The Client will be liable for all taxes, levies or similar obligations which arise as a result of the Clients investment activity, including in relation to any Cash or Securities held by the Custodian on behalf of the Client, or any related transactions. If any taxes become payable in relation to any prior payment made to the Client by the Custodian, the Custodian may withhold any credit balance in the Clients Cash Accounts to the extent necessary to satisfy such tax obligation. The Client will also remain liable for any tax deficiency. |
| 10.5 | No Tax Advice. The Client acknowledges that the Custodian is not, and will not be deemed to be, providing tax advice or tax counsel. |
| 11 | Physical Safekeeping of Investment Documents |
| 11.1 | Document Safekeeping. The Custodian may agree to provide physical safekeeping for Investment Documents delivered to it and will return such Investment Documents to the Client upon receipt of Proper Instructions, subject to additional documentation and other requirements as the Custodian may specify from time to time. |
| 11.2 | No Other Services. The Custodian will not otherwise perform any other Services in relation to such Investment Documents. |
| 12 | Alternative Asset Servicing |
| 12.1 | Alternative Assets. The Custodian may agree to reflect the Clients Alternative Assets on its books, records, or statements. Unless otherwise agreed in writing, the Custodian will not perform any other services or assume any obligations in relation to Alternative |
Information Classification: Limited Access
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| Assets. The Custodian may, in limited cases, agree to register the Clients interests in Alternative Assets in the name of the Custodian, subject to additional documentation and other requirements as the Custodian may specify from time to time. |
| 13 | Foreign Exchange |
| 13.1 | Role of Custodian. The role of the Custodian with respect to foreign exchange transactions is limited to facilitating the processing and settlement of such transactions. The Custodian does not have any agency, trust or fiduciary obligation to the Client or any other person in connection with the execution of any foreign exchange transactions, other than the obligation as agent to process the Proper Instructions given by the Client. |
| 13.2 | Role of Counterparties. If the Client enters into any foreign exchange transaction with State Street Bank and Trust Company, a Subcustodian or any of their Affiliates, the Client does so on the basis that these entities are acting as a principal dealer and counterparty, and not as fiduciary or agent to the Client, and the execution services are governed by separate arrangements (including pricing) and do not form part of the Services provided by the Custodian under this Agreement. This applies to foreign exchange transactions entered into by the Client directly with the trading desk of these entities or by Proper Instruction to the Custodian using the indirect foreign exchange services described in the Client Publications. |
| 14 | Subcustodians |
| 14.1 | Use of Subcustodians. The Custodian is authorized to utilize Subcustodians in connection with its performance of the Services and will notify the Client of the Subcustodians so employed from time to time through the Client Publications. |
| 14.2 | Selection and Monitoring. The Custodian will use reasonable skill, care and diligence in the selection, monitoring and continued utilization of Subcustodians by taking the following actions: (i) annually assess the financial condition of each Subcustodian by reviewing their publicly available financial information, (ii) on a daily basis monitoring the performance by each Subcustodian of its duties relative to the Services, and (iii) confirming on an annual basis that each Subcustodian is licensed to act as a subcustodian in its relevant market. |
| 14.3 | Special Subcustodians. At the request of the Client, the Custodian may agree to appoint one or more qualified banks, trust companies or other entities designated by the Client to act as a subcustodian (each a Special Subcustodian) for purposes specified by the Client. In connection with the appointment of a Special Subcustodian, the Custodian shall enter into a tri-party subcustodian agreement with the Special Subcustodian and the Client in form and substance approved the Custodian, provided that such agreement shall comply with Law applicable to the Client and shall be consistent with the terms and provisions of this Agreement, to the extent practicable. |
| 14.4. | Provisions Relating to Rule 17f-5. |
| 14.4.1 | Delegation. Each Client, by resolution of its Board, delegates to the Custodian, pursuant to Rule 17f-5(b), the obligations to perform as the Clients Foreign Custody Manager and, unless the Custodian advises the Customer that it does not accept such delegation with respect to a country, the Custodian accepts such delegation. The Custodian acting in this capacity shall be referred to as the Foreign Custody Manager. |
Information Classification: Limited Access
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| 14.4.2 | Exercise of Care as Foreign Custody Manager. The Foreign Custody Manager will exercise such reasonable care, prudence, and diligence in performing the delegated responsibilities as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise. |
| 14.4.3 | Foreign Custody Arrangements. The Foreign Custody Manager will perform the delegated responsibilities only with respect to Covered Foreign Countries and will provide the Client with a list on Schedule A of the Eligible Foreign Custodian(s) it selects to maintain the Clients Foreign Assets in each Covered Foreign Country. The Foreign Custody Manager may amend the list from time to time in its sole discretion upon notice to the Client. |
| 14.4.4 | Scope of Delegated Responsibilities. The Foreign Custody Manager, when placing and maintaining Foreign Assets in the care of an Eligible Foreign Custodian, will determine that: (i) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1), and (ii) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2). The Foreign Custody Manager will establish a system to monitor (a) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian, and (b) the performance of the contract governing the foreign custody arrangements. The Foreign Custody Manager will notify the Client if it determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate and will act in accordance with the Clients Proper Instructions with respect to the disposition of the affected Foreign Assets. |
| 14.4.5 | Reporting Requirements. The Foreign Custody Manager will (i) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by providing to the Client an updated Schedule A at the end of the calendar quarter in which the action has occurred, and (ii) after the occurrence of any other material change in the foreign custody arrangements of the Client, make a written report available to the Client containing a notification of the change. |
| 14.4.6 | Representations of Foreign Custody Manager and Client. The Foreign Custody Manager represents to Client that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5(a)(7). Client represents to the Custodian that its Board has (i) determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Client, and (ii) considered and determined to accept the risk described in the first sentence of Section 19.2 as is incurred by placing and maintaining the Clients Foreign Assets in each Covered Foreign Country. |
| 14.4.7. | Withdrawal of Acceptance of Delegation as Foreign Custody Manager. Upon reasonable prior written notice to the Client, the Foreign Custody |
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| Manager may withdraw its acceptance of such delegated responsibilities generally or with respect to a specified Covered Foreign Country, and the Custodian will have no further responsibility in its capacity as Foreign Custody Manager to the Client generally or with respect to the designated Covered Foreign Country, as applicable. |
| 14.4.8. | Settlement Practices. The Custodian will provide to each Client the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set out on the Schedule. The Custodian may revise Schedule C from time to time, but no revision will result in a Client being provided with substantively less information than had been previously provided on Schedule C. |
| 15 | Central Securities Depositories |
| 15.1 | Use of Central Securities Depositories. The Custodian and its Subcustodians will use CSDs in connection with the performance of the Services and will notify the Client of the CSDs so employed from time to time through the Client Publications. |
| 15.2 | Rules of Central Securities Depositories. Where the Custodian or its Subcustodians use CSDs, the Client acknowledges that they will do so in accordance with the terms and conditions of participation or membership in such CSDs and the rules and procedures governing the operation thereof. |
| 15.3 | Provisions Relating to Rule 17f-4. The Custodian may deposit and maintain securities or other financial assets of the Client in a U.S. CSD in compliance with the conditions of Rule 17f-4. |
| 15.4 | Provisions Relating to Rule 17f-7. The Custodian will (i) provide the Client or its Investment Manager with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set out on Schedule B in accordance with Section (a)(1)(i)(A) of Rule 17f-7, (ii) monitor such risks on a continuing basis and promptly notify the Client or its Investment Manager of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule 17f-7, and (iii) exercise reasonable care, prudence and diligence in performing the requirements in subsections (i) and (ii) above. |
| 16 | Delegates |
| 16.1 | Use of Delegates. The Custodian has the right, without prior notice to or the consent of the Client, to employ Delegates to provide or assist it in the provision of all or any part of the Services (other than Services required by Law applicable to either Party to be performed by a qualified custodian or CSD). Unless otherwise agreed in a fee schedule, the Custodian will be responsible for the compensation of its Delegates. |
| 16.2 | Provision of Information Regarding Delegates. The Custodian will provide or make available to the Client on a quarterly or other periodic basis information regarding its global operating model for the delivery of the Services, which information will include the identities of Delegates affiliated with the Custodian that perform or may perform any part of the Services, and the locations from which such Delegates perform Services, as well as such other information about its Delegates as the Client may reasonably request from time to time. |
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| 16.3 | Responsibility for Delegates. The Custodian will be responsible for the Services delivered by, and the acts and omissions of, any such Delegate as if the Custodian had committed such acts and omissions itself. |
| 16.4 | Sole Point of Contact. Unless otherwise agreed by the Parties, the Custodian will remain the sole point of contact for the Client regarding any Services provided by the Delegates. |
| 17 | Standard of Care and Liability |
| 17.1 | Standard of Care. The Custodian will at all times act in good faith and agrees to exercise the reasonable level of skill, care and diligence of a professional provider of custody services in its performance of the services provided under this Agreement. Except as otherwise provided in Section 16 (Delegates), the Custodian shall have no responsibility for the actions of any other party, including other service providers to the Client. The Custodian shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or non-performance of its duties hereunder, except to the extent caused by or resulting from the negligence, bad faith or wilful misconduct of the Custodian, its officers or employees in the performance of the Custodians duties hereunder. |
| 17.2 | Liability for Losses. Subject to the limitations and exclusions of liability in this Agreement, the Custodian will be liable for Losses suffered or incurred by the Client to the extent such Losses are caused by the negligence, wilful default, or fraud of the Custodian in the performance of its obligations set out in this Agreement. |
| 17.3 | Responsibility for Subcustodians. The Custodian will be liable to the Client for the acts and omissions of its Subcustodians as if it had committed such acts and omissions itself; provided that: |
| 17.3.1 | compliance with the standard of care set out in Section 17.1 will be assessed in accordance with the standards and circumstances prevailing at the time of the act or omission in the local market or jurisdiction in which the Subcustodian is providing the relevant Services; and |
| 17.3.2 | the Custodian will have no liability for Losses resulting from the insolvency or other financial default of a Subcustodian that is not an Affiliate of the Custodian except to the extent that such Losses are caused by the failure of the Custodian to exercise reasonable skill, care and diligence in the selection, monitoring and continued utilization of the Subcustodian as required under Section 14.2. |
| 17.4 | Responsibility for Special Subcustodians. Notwithstanding the provisions of Section 17.3 to the contrary, the Custodian shall not be liable to the Client for Losses suffered or incurred by the Client resulting from the acts or omissions of a Special Subcustodian, except to the extent such Losses are caused by the negligence, bad faith, wilful misconduct, or fraud of the Custodian. In the event of any such Loss, in consultation with the Client, the Custodian shall use commercially reasonable efforts to enforce such rights as it may have against any Special Subcustodian. |
| 17.5 | Force Majeure. Neither Party will be in breach of this Agreement or liable for Losses arising by reason of the occurrence of a Force Majeure Event that prevents, hinders or delays it from or in performing its obligations under this Agreement, except, in the case of the Custodian, to the extent that such Losses are attributable to its breach of its business continuity obligations under this Agreement. |
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| 17.6 | No Liability for Certain Losses. The Custodian will not be liable to the Client for any Losses to the extent they arise from or are caused by: |
| 17.6.1 | the Custodian acting upon any (i) Proper Instruction or (ii) if a Proper Instruction is not required in a particular circumstance, any other instruction, information, notice, request, consent, certificate, instrument or other writing that the Custodian reasonably believes to be genuine and to be signed or otherwise given by or on behalf of a person authorized to do so; |
| 17.6.2 | a delay in processing or any failure to process any Proper Instruction to the extent permitted under Section 22, subject to the satisfaction of the conditions set out in that Section, as applicable; |
| 17.6.3 | the failure of the Client or any person authorized by it to comply with the Clients obligations under this Agreement; or |
any other acts and omissions of the Client, any person authorized by it or any third party, including any Third-Party Agent, Market Participant, Authorized Data Source, CSD, or Financial Market Utility.
17.7 Neither party shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages.
| 18 | Error Correction |
| 18.1 | Error Correction. If an error results from an act or omission of the Custodian in performing the services under this Agreement, the Custodian may take such remedial action as it considers appropriate under the circumstances, which may include effecting corrective transactions involving the Clients assets, where and to the extent reasonably necessary to place the Client in the position (or its equivalent) it would have been had the error not occurred. The Custodian will be responsible for Losses arising from its errors in accordance with the terms of this Agreement and will be entitled to retain gains arising from its errors or related remedial actions unless otherwise prohibited by Law. Where an error results in a series of related Losses and gains, the Custodian will be entitled to net gains against Losses when permitted by Law. |
| 19 | Limits on the Scope of the Services |
| 19.1 | No Fiduciary or Implied Duties. The Custodian is responsible only for the duties it has expressly undertaken under this Agreement and no other duties, including any fiduciary duties, will be implied or inferred, except to the extent such fiduciary duties may not be disclaimed as a matter of Law. |
| 19.2 | Investment and Other Risk, Client Compliance Matters. The Client bears the risk of investing in Securities or other assets or holding cash denominated in any currency or holding assets in a particular market, including investment risk and risk arising from the political, regulatory, legal, or financial infrastructure of such market or otherwise arising from Local Market Practice. The Custodian is not responsible for monitoring or enforcing compliance by the Client or its Investment Manager(s) with any investment or other |
Information Classification: Limited Access
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| restriction, guideline or requirement imposed by the Clients constituent documents or by contract or Law applicable to the Client in connection with investment activity undertaken by or on behalf of the Client. |
| 19.3 | Data Accuracy. The Custodian has no responsibility for, or duty to review, verify or otherwise perform any investigation as to the completeness, accuracy or sufficiency of, any data or information provided by or on behalf of the Client, any persons authorized by the Client, any Third Party Agent, any Market Participant or any Authorized Data Sources, except to the extent the Custodian has agreed in writing to perform reconciliations, variance or tolerance checks or other specific forms of data review under this Agreement. |
| 19.4 | Title. The Custodian is not responsible for title or entitlement to, validity or genuineness, including good deliverable form, of any asset received by the Custodian. |
| 19.5 | Proceedings. The Custodian is not responsible for commencing legal or administrative proceedings on behalf of the Client or relating to the assets held under this Agreement, including in respect of the late payment of income or other payments due to the Client or amounts payable on Securities in default if payment is refused after due demand and presentment. |
| 19.6 | Laws Applicable to the Custodian or Subcustodian. Laws applicable to the Custodian or a Subcustodian may from time to time prohibit or cause delays in the Custodian holding assets, acting on Proper Instructions or providing the Services to the Client in the manner contemplated by this Agreement. In such cases, the Custodian or Subcustodian will be entitled to comply with the Law and, where permitted by such Law, the Parties will seek to resolve the situation to the Parties mutual satisfaction. |
| 19.7 | Securities on Loan. Asset servicing is not generally performed for securities on loan unless otherwise noted in this Agreement or agreed by the Parties in writing. Provision of such services with respect to securities on loan may be covered by a separate securities lending or services agreement. |
| 20 | Indemnity |
| 20.1 | Indemnity by Client. Subject to this Section 20 and the exclusions and limitations of liability elsewhere in this Agreement, including Section 17.7, the Client will indemnify the Custodian against any direct Losses incurred by the Custodian (including Losses incurred by Subcustodians or Delegates for which the Custodian is liable) in connection with the performance of its duties under this Agreement, including acting on Proper Instructions and Losses incurred by virtue of being the holder of record of the Clients Securities, except, in each case, to the extent such Losses result from the Custodians negligence, wilful default or fraud (or that of its Subcustodians or Delegates) in the discharge of the Custodians duties under this Agreement. |
| 20.2 | Indemnity by Custodian. Subject to this Section 20 and the exclusions and limitations of liability elsewhere in this Agreement, including Section 17.6 and 17.7, the Custodian will indemnify the Client against any direct Losses incurred by the Client, in each case, to the extent such Losses result from the negligence, wilful default or fraud of the Custodian (or that of its Subcustodians or Delegates) in the discharge of the Custodians duties under this Agreement. |
| 20.3 | Duty to Mitigate. Each Party will use reasonable efforts to mitigate any Losses in respect of which it claims indemnification under this Agreement. |
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| 20.4 | Notice of Claims. A Party seeking indemnification under this Section (Indemnified Party) against a third-party claim (Indemnified Claim) will promptly provide written notice of such claim to the Party obligated to indemnify (Indemnifying Party). The failure to notify the Indemnifying Party will not relieve such Party of any liability under this Section, except to the extent that such failure materially prejudices the investigation and/or defense of the Indemnified Claim. |
| 20.5 | Right to Control Third Party Claims. The Indemnifying Party will, at its own expense, be entitled but not obligated to control and direct the investigation and defense of any Indemnified Claim, except where the Custodian is the Indemnified Party and is seeking indemnification from multiple customers for claims based on common facts or otherwise related to the Indemnified Claim, in which case the Custodian will have the right to control and direct the investigation and defense of such claim, at the expense of (i) the Indemnifying Party or (ii) all of the customers from which indemnification is sought, including the Indemnifying Party, pro rata, as appropriate. Where the Indemnifying Party controls and directs the investigation of the defence of the Indemnified Claim, the Indemnified Party may retain separate counsel at its own expense. If a conflict of interest exists between the Parties with respect to the defense of such claim, the reasonable cost of separate counsel will be an indemnified expense. |
| 20.6 | Settlement of Claims. Neither Party may settle an Indemnified Claim without the consent of the other Party, which consent will not be unreasonably withheld, conditioned, or delayed, provided that the Indemnifying Party will have the right to settle an Indemnified Claim without the consent of the Indemnified Party if such settlement: |
| 20.6.1 | involves only the payment of money; |
| 20.6.2 | fully and unconditionally releases the Indemnified Party from any liability in exchange for the amount paid in settlement; and |
| 20.6.3 | does not include any admission of fault or liability in relation to the Indemnified Party. |
| 20.7 | Cooperation. In all cases, each Party will, as applicable, provide reasonable cooperation and assistance to the other Party and keep the other Party apprised as to the status of the Indemnified Claim, including any discussions relating to the settlement of the claim and the details of any settlement offer. |
| 21 | Obligations of the Client |
| 21.1 | Provide Information. The Client will provide or cause to be provided to the Custodian all data, information, documents and instructions concerning the Client and the investment activity of the Client in relation to the Portfolio as may be reasonably necessary or as the Custodian may reasonably request, in each case in a complete, accurate and timely manner, in order to enable the Custodian to discharge its duties under this Agreement. |
| 21.2 | AML Compliance. The Client will comply with all applicable anti-money laundering, sanctions, or other financial crime legislation applicable to it and will provide the Custodian with all necessary sanctions questionnaires, declarations, and other documentation in order for the Custodian to comply with its anti-money laundering policy. |
Information Classification: Limited Access
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| 21.3 | Pass Through Representations. To the extent that the Custodian is required to give (or is deemed to have given) any representation, warranty or undertaking to a third party relating to the Client in accordance with normal market practice in connection with the execution of transaction documents or the issuance or transmission of trade notifications, confirmations and/or settlement instructions, whether using facsimile transmission, industry messaging or matching utilities and/or the proprietary software of Third Party Agents and Market Participants, CSDs or other Financial Market Utilities, the Client will be deemed to have made such representation, warranty or undertaking to the Custodian. |
| 21.4 | Operational Requirements. The Client will adhere to the deadlines and other operational requirements set out in the Client Publications, to facilitate meeting the requirements of CSDs, Third Party Agents and Market Participants. |
| 21.5 | Client Review and Notification. In accordance with standard market practice, the Client will employ commercially reasonable review and control measures with respect to information provided by the Custodian under this Agreement and give the Custodian prompt written notice of any suspected error or omission or the Clients inability to access any such Information so as to prevent, stem or mitigate any Losses that may arise from the use of inaccurate data or the inaccessibility of data. |
| 21.6 | Fees. In consideration for the Services provided by the Custodian, the Client will pay the Fees as agreed in a written fee schedule or otherwise agreed in writing by the Parties from time to time. The Fees and any other amounts payable under this Agreement are stated exclusive of any sales, use, excise, value-added, services, consumption, withholding or other similar tax that is assessed on the supply of the Services under an agreement. Any such tax will be payable by the Client. For avoidance of doubt, the Parties agree that the Custodian shall not be entitled to receive reimbursement from the Client for an expense as to which the Client provides documentation evidencing that such expense has previously been paid to the Custodian by or on behalf of the Client. |
| 21.7 | Client Publications. The Client will ensure that it provides the Custodian with and regularly updates, as necessary, e-mail and other contact details for its representatives to enable timely distribution and receipt of the Client Publications. |
| 22 | Proper Instructions |
| 22.1 | Dealings in Cash and Securities. The Custodian will effect all transactions and dealings in Cash and Securities under this Agreement in accordance with Proper Instructions, subject to any other rights it may have under this Agreement. |
| 22.2 | Appointment of Authorized Persons. The Client and each Investment Manager will provide the Custodian with a list of the names and (if applicable) signatures, of Authorized Persons in a form agreed by the parties from time to time. The Custodian may rely upon the authority of each Authorized Person until it receives written notice to the contrary from the Client and has had a reasonable time to act on such notice. |
| 22.3 | Authentication Procedures. The Custodian will implement Authentication Procedures. The Client acknowledges that the Authentication Procedures are intended to provide a commercially reasonable degree of protection against unauthorized transactions of certain types and are not designed to detect errors. Any purported Proper Instruction received by the Custodian in accordance with an Authentication Procedure will be taken |
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| to have originated from an Authorized Person and will constitute a Proper Instruction under this Agreement for all purposes. |
| 22.4 | Security Measures by Client. The Client is responsible for ensuring that appropriate security measures are implemented to prevent unauthorized disclosure or use of any Authentication Procedure made available to it or an Investment Manager in connection with this Agreement. |
| 22.5 | No Duty to Verify. Except to the extent the Custodian is required to comply with Authentication Procedures under Section 22.3 above, the Custodian has no duty to verify that personnel of the Client or any Investment Manager engaged in investment activity are authorized to do so or that any instructions received by the Custodian are duly authorized. |
| 22.6 | Decline/Delay in Processing. The Custodian reserves the right to decline to process or delay the processing of any purported Proper Instruction where: |
| 22.6.1 | the Custodian, in good faith, determines that the instruction may not have been properly authorized; |
| 22.6.2 | the instruction is inaccurate, incomplete, or unclear; |
| 22.6.3 | the instruction conflicts with the terms of this Agreement or any Law applicable to either Party, Local Market Practice, or the Custodians standard operating procedures; or |
| 22.6.4 | the Custodian has not been given a reasonable time period to affect the instruction. |
In these circumstances, the Custodian will promptly seek authentication, clarification, correction, or amendment of any Proper Instruction, as the case may be.
| 22.7 | Cancellation and Amendment. The Custodian will use reasonable efforts to act on Proper Instructions to cancel or amend previously issued Proper Instructions if: |
| 22.7.1 | the Custodian has not already acted on the previously issued Proper Instructions; and |
| 22.7.2 | the Proper Instruction to cancel or amend is received before the applicable deadlines specified from time to time in the Client Publications or applicable event notification. |
The Custodian is not responsible or liable if the request to cancel or amend cannot be satisfied.
| 22.8 | Oral Instructions. If applicable, the Custodian may act on an oral instruction (given in accordance with an agreed Authentication Procedure) before receipt of any written confirmation and irrespective of whether any subsequent written confirmation conforms to the oral instruction. |
| 22.9 | Conflicting Claims. If there is a dispute or conflicting claim with respect to Securities or Cash held by the Custodian under this Agreement, the Custodian is entitled to refuse to act on a Proper Instruction of the Client or any Investment Manager in relation to the particular Securities or Cash until either (i) the dispute or conflicting claims have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting parties, and the Custodian has received written evidence satisfactory to it of such determination or agreement, or (ii) the Custodian has received an indemnity, |
Information Classification: Limited Access
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| security or both, satisfactory to it and sufficient to hold it harmless from and against any and all Losses which the Custodian may incur as a result of its actions. |
| 22.10 | Matters Not Requiring Proper Instructions. The Client authorises the Custodian in the absence of Proper Instructions to attend to all matters which may be necessary or appropriate to discharge its duties and give effect to the terms of this Agreement, including the execution, in the Clients name or on its behalf, of any affidavits, certificates of ownership and other certificates and documents relating to Securities. |
| 23 | Creditors Rights |
| 23.1 | Security. To secure the full and timely satisfaction of all Secured Liabilities, the Client hereby grants to the Custodian a security interest in and a right of retention, sale and set off, as applicable, against (i) all of the Clients Cash, Securities, and other assets, whether now existing or hereafter acquired, in the possession or under the control of the Custodian or its Subcustodians pursuant to this Agreement and (ii) any and all cash proceeds of any of the above (collectively, the Collateral). |
| 23.2 | Rights of the Custodian. In the event that the Client fails to satisfy in full any of the Secured Liabilities as and when due and payable, the Custodian will have, in addition to all other rights and remedies arising under this Agreement or under applicable Law, the rights and remedies of a secured party under applicable Law. Without prejudice to the Custodians other rights and remedies, the Custodian will be entitled, in each case as and to the extent reasonably necessary to satisfy in full the Secured Liabilities and any related transaction expenses, to (a) exercise its right of retention and withhold delivery of any Collateral and otherwise refuse to act on any Proper Instruction relating to such Collateral, (b) sell or otherwise realize any Collateral, and (c) set off the net proceeds of such sale or realization of Collateral and/or the amount of any deposit balances standing to the credit of the Client in any Cash Account(s) against such Secured Liabilities. |
| 23.3 | Exercise of Rights. The Custodian may exercise its rights and remedies against the Collateral in any manner (including by any method, at any time or place, and on any terms) as it deems, in good faith, to be commercially reasonable under the circumstances, and will use reasonable efforts to effect any sale of Collateral at the prevailing market price in the relevant market. Without limiting the foregoing, the Client acknowledges that it will be commercially reasonable for the Custodian to, among other things: (i) accelerate or cause the acceleration of the maturity of any fixed term deposits comprised in the Collateral and (ii) effect any necessary currency conversions through its own trading desk at such exchange rates as it determines in its reasonable discretion, which rates may include a mark-up from the rates the Custodian receives on the interbank market. |
| 23.4 | Notice. The Custodian will use reasonable efforts to give the Client prior notice of any exercise of the right to sell or otherwise realize Collateral set forth above, provided that the Custodian will not be obligated to give prior notice to the Client or delay exercising its rights pending or after the provision of such notice if, in its reasonable judgment, giving such notice or any such delay would prejudice its ability to obtain satisfaction in full of the Secured Liabilities. |
| 24 | Confidentiality and Use of Data |
| 24.1 | Confidentiality |
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| 24.1.1 | All information provided by or on behalf of a party (the Disclosing Party) to the other party (the Receiving Party) or otherwise collected by a Receiving Party under or pursuant to this Agreement that is marked confidential, restricted, proprietary or with a similar designation, or that the Receiving Party knows or reasonably should know is confidential, proprietary or a trade secret will be treated as confidential (Confidential Information). The terms and conditions of this Agreement will be treated as each partys Confidential Information as if each party is the Disclosing Party of such information. |
Confidential Information will not include information that: (a) is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement; (b) was known to the Receiving Party (without an obligation of confidentiality) prior to its disclosure; (c) is independently developed by the Receiving Party without the use of other Confidential Information; (d) is rightfully obtained on a non-confidential basis from a third party source; (e) is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process; (f) is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement); or (g) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. The Custodian agrees that it will maintain and enforce policies that prohibit the Custodian and its employees from engaging in securities transactions based on knowledge of the portfolio holdings of the Custodians clients.
| 24.1.2 | Each Party may store Confidential Information with third-party providers of information technology services, and permit access to Confidential Information by such third-party providers as reasonably necessary for the receipt of cloud computing and storage services and related hardware and software maintenance and support, provided, however, such Confidential Information is disclosed under obligations of confidentiality. |
| 24.1.3 | (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section includes each of its parent company, branches and affiliates (Affiliates)) may collect and store information regarding the Client and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of service contemplated under this Agreement and other agreements between the Client and the Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. |
(b) Except as expressly contemplated by this Agreement, nothing in this Section shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
Information Classification: Limited Access
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(c) Subject to paragraph (d) below, the Custodian and/or its Affiliates may use any Confidential Information of the Client (Data) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Client and the Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Client to develop, publish or otherwise distribute to third parties certain investor behavior indicators or indices that represent broad trends in the flow of investment funds into various markets, sectors or investment instruments (collectively, the Indicators), but only so long as (i) the Data is combined or aggregated with (A) information of other customers of the Custodian and/or (B) information derived from other sources, in each case such that the Indicators do not allow for attribution or identification of such Data with the Client, (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii) the Custodian publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement.
For avoidance of doubt, the Custodian will indemnify the Client in accordance with Section 20.2 of this Agreement against any direct Losses incurred by the Client, in each case, to the extent such Losses result from the negligence, willful default or fraud of the Custodian and/or its Delegates in the discharge of its obligations under this Section 24.1.3(c).
(d) The Client acknowledges that the Custodian may seek to realize economic benefit from the publication or distribution of the Indicators.
| 25 | Term and Termination |
| 25.1 | Term. This Agreement will commence on the Effective Date and will continue in full force and effect for a period of five (5) years from the Effective Date (the Initial Term), unless terminated earlier in accordance with this Section. Upon expiration of the Initial Term, this Agreement shall be automatically renewed for additional periods of one (1) year each (each, a Renewal Term, and all collectively, including the Initial Term, shall be referred to as the Term), unless either party provides written notice to the other party of its intent to not renew at least one hundred and eighty (180) days prior to the expiration of the then-current Term, or unless otherwise terminated earlier in accordance with the Agreement. |
| 25.2 | Neither Party may terminate this Agreement, any Schedule, or any Service prior to the expiry of the Term for any reason other than as expressly permitted by the terms of this Agreement. |
| 25.3 | Termination for Cause. Each party to this Agreement may terminate this Agreement with immediate effect on written notice to the other party if: |
| 25.3.1 | the other party is subject to an Insolvency Event; |
| 25.3.2 | the other party commits any material breach of: |
| 25.3.2.1 | applicable law that has a material and negative impact on the non-breaching party; |
| 25.3.2.2 | Its information security obligations in this Agreement; and |
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| 25.3.2.3 | this Agreement, |
25.4 provided, however, in each case above, if the material breach is capable of remedy, that material breach has not been remedied by the other party within sixty (60) days of written notice by the first party or, if such breach is not capable of remedy within such sixty (60) day period, a reasonable time mutually agreed to in writing by the relevant parties, provided, however, that the other party commences to cure such breach within such sixty (60) day period and diligently pursues the cure of such breach to completion.
25.5 Remedial Plan. If a party acting in good faith believes the other party has committed a material breach of this Agreement, such party will, prior to exercising its right under Section 25.3, escalate the matter by written notice given to the breaching party for good faith discussion and resolution. If after thirty (30) Business Days following such written notice, the parties have not agreed to a remedial plan, such party may proceed to provide the other party of written notice of material breach of the Agreement.
25.6 Actions on Termination.
| 25.6.1 | Successor Custodian. Upon termination of the Agreement, the Custodian will deliver the Portfolio to the successor custodian designated by the Client in Proper Instructions. |
| 25.6.2 | Remaining Portfolio. If any part of the Portfolio remains in the possession of the Custodian or its Subcustodians after the date of termination because the Client fails to designate a successor custodian or otherwise, the Custodian may continue to provide the Services to the Client in consideration of the Fees, as if the Agreement had not terminated. If no successor custodian has been appointed on or before the termination of this Agreement, then the Custodian will have the right to deliver to a bank or trust company, which is a bank as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all Cash and Securities of the Client then held by the Custodian, and to transfer to an account of the bank or trust company all of the Securities of the Client held in any CSD. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer will be for the account of the Client. |
| 25.6.3 | Payment of Fees. Upon termination of this Agreement, Fees will become due and payable for the period to the date of such termination, or, if later, to the date at which any part of the Portfolio held by the Custodian has been fully transferred to a successor custodian or to the Client, other than Fees subject to a bona fide good faith dispute. |
| 26 | Representations and Warranties |
26.1 Each Party. Each Party represents and warrants to the other that: (i) it has the power to enter into and perform its obligations under this Agreement; (ii) it has
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duly executed this Agreement by duly authorized persons so as to constitute valid and binding obligations of that Party; and (iii) it is in material compliance with laws applicable to such Party.
26.2 Client. The Client further represents and warrants to the Custodian that: (i) it is the beneficial owner of the assets comprising the Portfolio or is entitled to deal with the assets comprising the Portfolio under this Agreement as if it were beneficial owner; and (ii) unless otherwise agreed, the Client acts as principal for the purposes of this Agreement and not as agent for another person.
26.3 Custodian. The Custodian further represents and warrants to the Client that: (i) it holds such authorisations and licences as are necessary to lawfully perform its obligations under this Agreement; and (ii) it will seek to maintain such authorisations and licenses for the term of this Agreement.
| 27 | Record Retention and Audit Rights |
27.1 Records. The Custodian will retain the records it is required to maintain under this Agreement in accordance with the Law applicable to the Custodian. The Custodian will cooperate with the Clients independent accountants and provide such information as may be reasonably requested by the Client from time to time, to such accountants.
27.2 Client and Regulator Access. Subject to Section 27.3, the Custodian will allow the Client and the Clients regulators or supervisory authorities to perform periodic on-site audits as may be reasonably required to examine the Custodians performance of the Services.
| 27.3 | Limitations and Restrictions. The following limitations and restrictions apply to the audit rights conferred to the Client and to any regulators with supervisory authority over the Client: |
| 27.3.1 | all such audits will occur during regular business hours for the Custodian, upon advance written notice to the Custodian (unless this is not possible due to an emergency or crisis situation or would lead to a situation where the audit would no longer be effective) and, except as otherwise agreed to by the parties, no more frequently than once annually (unless required more frequently by the relevant regulator in accordance with clause (27.3.2) below); |
| 27.3.2 | all such audits and inspections will be conducted subject to the applicable policies and procedures of the Custodian, as well as any other requirements or documentation that the Custodian may reasonably require, and the Custodian reserves the right to impose reasonable limitations on the number, frequency, timing and scope of audits and inspections requested by the Client so as to prevent or minimize any potential impairment or disruption of its operations, distraction of its personnel or breaches of security or confidentiality (including limiting access to or review of data, records or other confidential information belonging to other clients and requiring any persons seeking access to its facilities to provide reasonable evidence of their authority), provided, however, that the Custodian may not limit the number, frequency or timing of audits and inspections required by |
Information Classification: Limited Access
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| any regulator with supervisory authority over the Client to the extent prohibited by such regulator; |
| 27.3.3 | all such audits and inspections will be conducted with representatives of the Custodian, as applicable, present at all times; |
| 27.3.4 | the Client and its regulators will conduct such audits and inspections in a manner that will not (i) unreasonably interfere with the normal and customary conduct of business activities by the Custodian, or (ii) create a risk for or to another client of the Custodian, in each case including the uninterrupted or unaffected ongoing provision of services to their other clients; |
| 27.3.5 | the Client will only engage auditors, whether internal or external, that it reasonably considers have the appropriate and relevant skills and knowledge to effectively perform the audits and/or assessments of the Custodian as contemplated by this Section; |
| 27.3.6 | any access by an external auditor of the Client will be subject to approval by the Custodian; |
| 27.3.7 | the Custodian will have the right to immediately require the removal of any representatives of the Client or any regulator from its premises in the event that the Custodian reasonably believes their actions jeopardize the security of its systems and/or other client data or otherwise are disruptive to its business; |
| 27.3.8 | the Custodian will be entitled to charge and the Client will reimburse the Custodian for all expenses reasonably incurred by State Street in connection with all audits and inspections under this Agreement (including a commercially reasonable per person hourly charge for the cooperation and assistance of any employee supporting any of the audits or inspections, but only to the extent such employees in the aggregate dedicate over forty (40) hours in any twelve (12) month period to such audits and inspections); and |
| 27.3.9 | nothing contained herein will obligate the Custodian to provide access to or otherwise disclose any documents, reports or other information that: (i) Custodian is obligated to maintain in confidence by contract, by its regulators or otherwise as a matter of applicable law, by legal privilege or regulation or by internal policies generally applied to similarly-situated clients of the Custodian and that are not intentionally designed to frustrate the purpose of the audit rights granted under this Section; or (ii) in its reasonable opinion, the laws of the jurisdiction in which such regulator is located would not require equivalent security and confidentiality measures and levels of controls as those applicable to the regulators with supervisory authority over the Custodian. In addition, any access provided to technology will be limited to a demonstration by the Custodian of the functionality thereof and a reasonable opportunity to communicate with the Custodians personnel regarding such technology. |
Information Classification: Limited Access
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| 28 | Business Continuity, Internal Controls, and Information Security |
28.1 Business Continuity Plans. The Custodian will at all times maintain a business contingency plan and a disaster recovery plan consistent with industry standards and will take commercially reasonable measures to maintain and periodically test such plans. The Custodian will implement such plans following the occurrence of an event which results in an interruption or suspension of the Services to be provided by the Custodian.
28.2 Internal Controls Review and Report. The Custodian will retain a firm of independent auditors to perform an annual review of certain internal controls and procedures employed by the Custodian in the provision of the Services and issue a standard System and Organization Controls 1 or equivalent report based on such review. The Custodian will provide a copy of the report to the Client upon request.
28.3 Information Security Systems and Controls. The Custodian will maintain commercially reasonable information security systems and controls consistent with industry standards, which include administrative, technical, and physical safeguards that are designed to: (i) maintain the security and confidentiality of the Clients data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Clients data, including appropriate measures designed to meet legal and regulatory requirements applying to the Custodian; and (iii) protect against unauthorized access to or use of the Clients data.
28.4 Virus Detection. The Custodian will at all times employ a current version of one of the leading commercially available virus detection software programs to test the hardware and software applications used by it to deliver the Services for the presence of any computer code designed to disrupt, disable, harm, or otherwise impede operation.
| 29 | General |
| 29.1 | Services Not Exclusive; Acting in Various Capacities. The Custodian, its Subcustodians and their Affiliates are part of groups of companies and businesses that, in the ordinary course of their business provide similar services to others, including: |
| 29.1.1 | providing a wide range of financial services to many clients of different kinds; |
| 29.1.2 | engaging in transactions for their own account (including acting as banker as outlined in Section 4.4 and acting as foreign exchange counterparty as outlined in Section 13) or for the account of other clients; |
which may result in actual, perceived, or potential conflicts between the interests of the Client and the interest of the Custodian, its Subcustodians and their Affiliates or between the interests of clients. The Custodian maintains a conflicts of interest policy and has implemented procedures and arrangements to identify and manage conflicts of interest.
29.2 Disclosure of Conflicts. In connection with the matters outlined in Section 29.1.1, the Custodian, its Subcustodians and their Affiliates:
| 29.2.1 | may do business with each client on different contractual or financial terms; |
| 29.2.2 | will seek to profit and is entitled to receive and retain profits and compensation in connection with such activities without any obligation to account to the Client for the same; |
Information Classification: Limited Access
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| 29.2.3 | may act as principal in its own interests, or as agent for its other clients; |
| 29.2.4 | may act or refrain from acting based upon information derived from such activities that is not available to the Client; |
| 29.2.5 | are not under a duty to notify or disclose to the Client any information which comes to their notice as a result of such activities; and |
| 29.2.6 | do not have an obligation to consider, act in, or provide information to the Client in respect of, the interests of the Client in connection with such activities, except to the extent (if any) expressly agreed in writing with the Client under the contractual arrangements governing those activities. |
The Custodian may (but is not required to) make any disclosure or notification in connection with such activities to the Client via publication on MyStateStreet.com or other notification mechanism.
29.3 Notice. Unless otherwise specified, all notices, requests, demands and other communications under this Agreement (other than routine operational communications), will be in writing and will be taken to have been given:
| 29.3.1 | when delivered by hand; |
| 29.3.2 | on the next Business Day after being sent by e-mail (unless the sender receives an automated message that the e-mail has not been delivered); |
| 29.3.3 | on the next Business Day after being sent by overnight courier service for next Business Day delivery; or |
| 29.3.4 | on the third Business Day after being sent by certified or registered mail, return receipt requested; |
in each case to the applicable Party at the address or e-mail address specified on Schedule 2, or such other address or e-mail address as a Party may specify by written notice from time to time.
29.4 Waiver. No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of that right or remedy, or the exercise of any other right or remedy.
29.5 Sole Remedy. Subject to the right to seek relief under the specific circumstances expressly permitted in this Agreement, each of the Custodian and the Client agrees that, to the maximum extent permitted by law, a claim for breach of contract under and consistent with the terms of this Agreement will be the sole and exclusive remedy available for any and all matters arising from or in any way relating to this Agreement, the provision of the Services or any conduct (including omissions and alleged conduct) relating to the Agreement or provision of the Services, whether before, during or after the term of this Agreement. Accordingly, to the maximum extent permitted by law, each of the Custodian and the Client, on behalf of itself and its Affiliates, waives any and all other rights and remedies that otherwise would be available to such party in law or equity.
Information Classification: Limited Access
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29.6 Assignment and Successors. The terms of this Agreement are binding on the Parties representatives, successors and permitted assigns and this Agreement and any rights or obligations under this Agreement may not be assigned or transferred without the prior written consent of the other Party. However, in the event that either Party becomes the subject of an Insolvency Event, then such Party will have the right to assign or transfer its rights and obligations under this Agreement to any entity to which the Party transfers its business and assets (including a bridge bank or similar entity) and the other Party irrevocably consents to such assignment or transfer.
29.7 Entire Agreement. This Agreement is the complete and exclusive agreement of the Parties regarding the Services and supersedes, as of the Effective Date, all prior oral or written agreements, arrangements or understandings between the parties relating to the Services.
29.8 Amendments. This Agreement may be amended by written agreement between the Parties. However, the Custodian may amend this Agreement by giving written notice to the Client of such proposed amendment and the Client will be taken to have consented to the amendment if the Client does not affirmatively object in writing within thirty (30) days.
29.9 Counterparts and Electronic Signatures. This Agreement may be executed in separate counterparts, each of which will be an original, but which together will constitute one and the same agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the Parties adopt as original any signatures received in electronically transmitted form. This Agreement may be executed by electronic signature (whatever form the electronic signature takes) and the Parties agree that this method of signature is as conclusive of the intention to be bound by this Agreement as if signed by the Parties manuscript signatures.
29.10 Severance. In the event that any part of this Agreement will be determined to be void or unenforceable for any reason, the rest of this Agreement will be unaffected (unless the essential purpose hereof is substantially frustrated by such determination) and will be enforceable in accordance with the rest of its terms as if the void or unenforceable part were not a part of this Agreement.
29.11 Survival. The provisions of Sections 10 (Tax Withholding and Tax Relief), 17 (Standard of Care and Liability), 20 (Indemnity), 21 (Obligations of the Client- Fees), 23 (Creditors Rights), 24 (Confidentiality and Use of Data) and 25.6 (Actions on Termination) are continuing obligations and will survive termination of this Agreement for any reason.
29.12 Governing Law and Jurisdiction. (a) This Agreement and the construction, performance and validity of this Agreement, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflicts of law principles of the Commonwealth of Massachusetts, and both
Information Classification: Limited Access
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parties submit to the exclusive jurisdiction of the state or Federal courts located in the Commonwealth of Massachusetts.
(b) In the event of a dispute, both parties irrevocably waive, to the fullest extent they may effectively do so, the defenses of an inconvenient forum to the maintenance of such action or proceeding or the absence of any personal jurisdiction with respect to such party and all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgment), and execution to which it might otherwise be entitled in any action or proceeding in the state or Federal courts sitting in the Commonwealth of Massachusetts, and agree that they will not raise, claim or cause to be pleaded any such immunity at or in respect of such action or proceeding. The parties irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such party at its address specified on Schedule 2. The parties agree that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
29.13 Reserved.
29.14 The Parties; Additional Clients
| 29.14.1 | All references in this Agreement to the Client are to each of the client entities listed on Appendix A, individually, as if this Agreement were between the relevant individual Client and the Custodian. Any reference in this Agreement to the Parties shall mean the Custodian and the individual Client as to which the matter relates. |
| 29.14.2 | If any entity in addition to those listed on Appendix A would like the Custodian to render Services under the terms of this Agreement, the entity may notify the Custodian in writing. If the Custodian agrees in writing to provide the services, Appendix A will be taken to be amended to include such entity as a Client and that entity (together with the Custodian) will be bound by all Sections of this Agreement. |
Information Classification: Limited Access
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Signed by the Parties:
| TCW FUNDS, INC. | ||
| By: |
/s/ Richard Villa | |
| Name: |
Richard Villa | |
| Title: |
Treasurer, Principal Financial Officer, and Principal Accounting Officer | |
| TCW METROPOLITAN WEST FUNDS | ||
| By: |
/s/ Richard Villa | |
| Name: |
Richard Villa | |
| Title: |
Treasurer, Principal Financial Officer, | |
| and Principal Accounting Officer | ||
| STATE STREET BANK AND TRUST COMPANY | ||
|
By: |
/s/ Andrea E. Sharp | |
|
Name: |
Andrea E. Sharp | |
|
Title: |
Managing Director | |
Information Classification: Limited Access
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Schedule 1
Definitions
In this Agreement:
1940 Act means the U.S. Investment Company Act of 1940, as amended from time to time.
Affiliate means, with respect to any person, any other person Controlling, Controlled by, or under common Control with, such person at the time in question. For these purposes. Control and its derivatives Controlled and Controlling mean, with regard to any person: (i) the legal or beneficial ownership, directly or indirectly, of fifty percent (50%) or more of the issued share capital or capital stock of that person (or other ownership interest, if not a corporation); (ii) the ability to control, directly or indirectly, fifty per cent (50%) or more of the voting power in relation to that person; or (iii) the legal power to direct or cause the direction of the general management and policies of that person, provided that where Control is being determined with respect to a person that is a limited partnership, Control shall be determined by reference to the satisfaction of any of the above tests with respect to the general partner of the limited partnership
Alternative Assets means derivatives, real estate, commodities, private placements, loans, infrastructure holdings, private equity holdings, hedge fund holdings or such other assets (i) not typically held in book-entry form and (ii) not typically held in accounts registered in the name of the Custodian or a Subcustodian, in each case as determined by the Custodian.
Authentication Procedures means the use of security codes, passwords, tested communications, or other authentication procedures as may be agreed upon in writing by Parties from time to time for purposes of enabling the Custodian to verify that purported Proper Instructions have been originated by an Authorized Person and will include a Funds Transfer and Transaction Origination Policy Agreement.
Authorized Data Sources means third party sources of data and information utilized by the Custodian in the provision of the Services, including issuer and issuer group data; security characteristics and classifications; security prices (OTC and exchange traded); ratings (issuer and issue); exchange, interest, discount and coupon rates; corporate action, dividend, income and tax data; benchmark, index, composite and indice related data (including values, constituents, weights and performance); and other reference and market data and information necessary for the performance of the Services.
Authorized Person means a person authorized to give Proper Instructions and otherwise act on the Clients behalf in connection with this Agreement.
Business Day means a day on which the Custodian or the relevant Subcustodian is open for business in the market or country in which a transaction or an action by a Party takes place.
Board means, in relation to a Client, the board of directors, trustees or other governing body of the Client.
Cash means cash in any currency from time to time deposited with the Custodian or Subcustodian under this Agreement.
Cash Account has the meaning given to it in Section Error! Reference source not found..
Client means the party named in the preamble. In the case of an investment entity that is structured as a series organization or umbrella scheme, all references in this Agreement to the Client are to the individual series or scheme, as applicable.
Information Classification: Limited Access
27
Client Publications means the general client publications of the Custodian from time to time available to clients and their investment managers, including the Investment Managers Guide, Client Guide, Guide to Custody in World Markets, and FX Client Guide.
Collateral has the meaning given to it in Section 23.1.
Contractual Settlement has the meaning given to it in Section Error! Reference source not found..
Corporate Actions means warrant and option exercises, conversions, exchanges and other capital reorganizations, calls, odd lot tenders/credits, bonus rights, subscription offers/rights, puts, maturities of securities, redemptions, mergers, tender or exchange offers, and rights exercises and expirations. Corporate Actions do not include class actions.
Corporate Actions Deadline Date has the meaning given to it in Section 6.2.
Covered Foreign Country means a country listed on Schedule A, which list of countries may be amended from time to time at the request of any Client and with the agreement of the Foreign Custody Manager.
CSD or Central Securities Depository means an entity or generally recognised book-entry or other settlement system or clearing house, central clearing counterparty or agency, acting as a local securities depository, central securities depository or international securities depository, the use of which is customary for securities settlement activities in the jurisdiction(s) in which it holds Securities or Cash in connection with this Agreement, and through which the Custodian may transfer, settle, clear, deposit or maintain Securities whether in certificated or uncertificated form and will include any services provided by any network service provider or carriers or settlement banks used by a CSD.
Data means any Confidential Information of the Client relating to its holdings, transactions, or other information that the Custodian obtains with respect to the Client in connection with the provision of the Services under this Agreement or any other agreement.
Delegate means any agent, subcontractor, consultant and other third party, whether affiliated or unaffiliated with the Custodian. The term Delegate does not include Third Party Agents, Subcustodians, CSDs, Authorized Data Sources, suppliers of information technology or related services, or Financial Market Utilities.
Effective Date has the meaning given to it in the preamble.
Eligible Foreign Custodian has the meaning set out in Section (a)(1) of Rule 17f-5. Eligible Securities Depository has the meaning set out in section (b)(1) of Rule 17f-7.
Fees means the fees charged by the Custodian in consideration for providing the Services and the costs, expenses, and disbursements of the Custodian to be reimbursed by the Client, as agreed between the parties from time to time in a separate written fee schedule, or as otherwise agreed in writing.
Financial Market Utility means any multilateral system for transferring, clearing, and settling payments, securities, and other financial transactions among or between financial institutions, including payment systems, central securities depositories, securities settlement systems, central counterparties, and trade repositories.
Force Majeure Event means any event or circumstances beyond the reasonable control of the Custodian, including nationalization, expropriation, currency restrictions, suspension or disruption of
Information Classification: Limited Access
28
the normal procedures and practices, or disruption of the infrastructure, of any securities market or CSD, interruptions in telecommunications or utilities, acts of war or terrorism, riots, revolution, acts of God or other similar events or acts.
Foreign Assets means a Clients Securities or other investments (including non-U.S. Cash) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions in those investments.
Foreign Custody Manager has the meaning set forth in section (a)(3) of Rule 17f-5. Foreign Securities System means an Eligible Securities Depository listed on Schedule B.
Indemnified Claim, Indemnified Party and Indemnifying Party each have the meaning given to them in Section 20.4.
Insolvency Event means the occurrence of any of the following events in relation to any person:
(i) the person generally does not pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or makes a general assignment for the benefit of creditors; or (ii) any proceeding is instituted by or against such person seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, where any such proceeding is instituted against (but not by) such person, such person does not promptly seek dismissal of such proceeding or its motion or request to dismiss such proceeding is denied (whether or not on an initial, interim or final basis); or (iii) such person proposes or takes any corporate action to authorize any of the preceding actions or anything analogous to the foregoing events occurs in relation to such person under the laws of any jurisdiction.
Investment Document means any agreement, subscription, assignment, or other document evidencing in physical form an investment of the Client, or providing for the ownership by the Client, in each case that is acceptable to the Custodian. For the avoidance of doubt, it does not include any Security, instrument, certificate, title, agreement, or other document that is accompanied by a stock power or instrument of assignment, endorsed to the Custodian or in blank.
Investment Manager means each person specified as such by the Client, including its agents and delegates.
Law means any statute, ordinance, order, judgment, decree, subordinate legislation, rule, or regulation promulgated by any regulatory, administrative, or judicial authority or otherwise in force in any jurisdiction, applicable to a Party, that relates to the performance by such Party of the Services or obligations under this Agreement.
Local Market Practice means the customary or established practices, procedures and terms in the jurisdiction or market where a transaction occurs, including the rules and procedures of any exchange or over the counter market and any practical constraints that exist with respect to the exercise of shareholder rights, realisation of entitlements or the sale, exchange, purchase, transfer or delivery of Cash or Securities.
Losses means all direct losses, damages, claims, costs, expenses, or other liabilities (including reasonable attorneys fees and other litigation expenses).
Market Participant means any issuer, intermediary, exchange, transaction counterparty or other market participant.
Information Classification: Limited Access
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Off Book Cash has the meaning given to it in Section 4.2. On Book Cash has the meaning given to it in Section 4.2.
Parties means the parties set out at the beginning of this Agreement.
Portfolio means the Securities and Cash delivered to and held by the Custodian which comprise the assets of the Client over which the Custodian provides the Services pursuant to this Agreement.
Proper Instructions means instructions (which may be standing instructions, and which includes any security trade advice) received by the Custodian through an agreed Authentication Procedure in any of the following forms:
| (i) | in writing given by an Authorized Person including a facsimile transmission; |
| (ii) | in an electronic communication as may be agreed upon between the Custodian and the Client in writing from time to time; or |
| (i) | by such other means as may be agreed from time to time by the Custodian and the Client. |
Rule 17f-4, Rule 17f-5, and Rule17f-7 means Rule 17f-4, Rule 17f-5 and Rule 17f-7 promulgated under the 1940 Act.
Schedule or Schedules are all of the schedules referenced herein and attached to this Agreement.
Secured Liabilities means all liabilities or obligations owed by the Client to the Custodian or its Affiliates relating to this Agreement, including: (a) the obligations of the Client to the Custodian or its Affiliates in relation to any advance of cash or securities or any other extension of credit for any purpose; (b) the obligations of the Client to compensate the Custodian for the provision of the Services; and (c) the indemnity obligations of the Client to the Custodian under Section 20.
Securities means securities and such other similar assets as the Custodian may from time to time accept into custody under this Agreement.
Securities Account has the meaning given to it in Section 3.2.
Services means the services to be provided by the Custodian to the Client in accordance with this Agreement.
Special Subcustodian has the meaning given to it in Section 14.3.
Subcustodian means any qualified bank, credit institution, trust company or other entity appointed by the Custodian to perform safekeeping, processing, and other elements of the Services, including Affiliates or non-Affiliates of the Custodian.
Third Party Agent means any provider of services to the Client (other than the Custodian, a Subcustodian or Delegate under this Agreement) including any Investment Manager, adviser or sub- advisor, distributor, broker, dealer, transfer agent, administrator, accounting agent, audit firm, tax firm, or law firm.
UCC means the Uniform Commercial Code of the Commonwealth of Massachusetts, as in effect from time to time.
U.S. shall mean the United States of America.
U.S. CSD means a CSD authorized by the U.S. Department of the Treasury or a clearing corporation as defined in Section 8-102 of the UCC.
Information Classification: Limited Access
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Interpretation: Capitalized terms used in this Agreement have the meanings given to them in this Schedule 1 unless otherwise defined. In this Agreement references to persons will include legal as well as natural persons or entities, references importing the singular will include the plural (and vice versa), use of the masculine pronoun will include the feminine, use of the terms include, includes or including shall be deemed to be followed by the phrase without limitation and any specific examples given following the use of such terms shall be illustrative and in no way limit the general meaning of the words preceding them and numbered schedules, exhibits or Sections will (unless the contrary intention appears) be construed as references to such schedules and exhibits hereto and Sections herein bearing those numbers and any sub-sections thereof. The schedules and exhibits hereto are hereby incorporated herein by reference.
Information Classification: Limited Access
31
Schedule 2
Notices
(Section 29)
| CLIENT: |
TCW FUNDS, INC. and TCW METROPOLITAN WEST FUNDS | |
| Attention: |
Peter Davidson | |
| Address: |
515 South Flower Street, Los Angeles, CA 90071 | |
| Telephone No: |
(213) 244-0533 | |
| Email: |
peter.davidson@tcw.com | |
| CUSTODIAN: |
STATE STREET BANK AND TRUST COMPANY | |
| Attention: |
Andrea Sharp | |
| Address: |
2495 Natomas Park Drive, Suite 400, Sacramento, CA 95833 | |
| Telephone No: |
(916) 319-6688 | |
| Email: |
andrea.sharp@statestreet.com | |
| with a copy to: |
||
| STATE STREET BANK AND TRUST COMPANY | ||
| 1 Congress Street, Boston, MA 02114-2016 | ||
| Attention: Legal Department | ||
Information Classification: Limited Access
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APPENDIX A
List of Funds
| Fund Name |
| TCW Funds, Inc. |
|
TCW Central Cash Fund |
|
TCW Concentrated Large Cap Growth Fund |
|
TCW Conservative Allocation Fund |
|
TCW Core Fixed Income Fund |
|
TCW Emerging Markets Income Fund |
|
TCW Emerging Markets Local Currency Income Fund |
|
TCW Global Bond Fund |
|
TCW Global Real Estate Fund |
|
TCW Relative Value Large Cap Fund |
|
TCW Relative Value Mid Cap Fund |
|
TCW Securitized Bond Fund |
|
TCW White Oak Emerging Markets Equity Fund |
|
|
| TCW Metropolitan West Funds |
|
TCW MetWest High Yield Bond Fund |
|
TCW MetWest Intermediate Bond Fund |
|
TCW MetWest Investment Grade Credit Fund |
|
TCW MetWest Low Duration Bond Fund |
|
TCW MetWest Strategic Income Fund |
|
TCW MetWest Sustainable Securitized Fund |
|
TCW MetWest Total Return Bond Fund |
|
TCW MetWest Ultra Short Bond Fund |
|
TCW Metwest Unconstrained Bond Fund |
Information Classification: Limited Access
33
Exhibit (h)(3)
ADMINISTRATION AGREEMENT
This Administration Agreement (Agreement) dated and effective as of March 3, 2025, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the Administrator), TCW Funds, Inc., a Maryland corporation (TCW), and TCW Metropolitan West Funds, a Delaware statutory trust (MetWest). TCW and MetWest are each referred to herein as a Company.
WHEREAS, the Company is an open-end management investment company currently comprised of multiple series (each, a Fund and collectively, the Funds), and is registered with the U.S. Securities and Exchange Commission (SEC) by means of a registration statement (Registration Statement) under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, the Company desires to retain the Administrator to furnish certain administrative services to the Company, and the Administrator is willing to furnish such services, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
| 1. | APPOINTMENT OF ADMINISTRATOR |
The Company hereby appoints the Administrator to act as administrator to the Company for purposes of providing certain administrative services for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to render the services stated herein.
The Company currently consists of the Funds listed in Schedule A to this Agreement and their respective classes of shares. In the event that the Company establishes one or more additional Fund(s) with respect to which it wishes to retain the Administrator to act as administrator hereunder, the Company shall notify the Administrator in writing. Upon written acceptance by the Administrator, such Fund(s) shall become subject to the provisions of this Agreement to the same extent as the existing Funds, except to the extent that such provisions (including those relating to compensation and expenses payable) may be modified with respect to such Fund in writing by the Company and the Administrator at the time of the addition of such Fund.
| 2. | DELIVERY OF DOCUMENTS |
The Company will promptly deliver to the Administrator copies of each of the following documents and all future amendments and supplements, if any:
a. The Companys Declaration of Trust or Certificate of Incorporation, as applicable, and its By-laws (Governing Documents);
| b. | The Companys currently effective Registration Statement under the 1940 Act, and where applicable, its registration under the Securities Act of 1933, as amended (1933 Act), and each Prospectus and Statement of Additional Information (SAI) relating to the Fund(s) and all amendments and supplements thereto as in effect from time to time; |
| c. | Copies of the resolutions of the Board of Directors/Trustees of the Company (the Board) certified by the Companys Secretary authorizing (1) the Company to enter into this Agreement and (2) certain individuals on behalf of the Company to (a) give instructions to the Administrator pursuant to this Agreement and (b) sign checks and pay expenses; |
| d. | A copy of the investment advisory agreement between the Company and its investment adviser; and |
| e. | Such other certificates, documents, or opinions which the Administrator may, in its reasonable discretion, deem necessary or appropriate in the proper performance of its duties. |
| 3. | REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR |
The Administrator represents and warrants to the Company that:
| a. | It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts. |
| b. | It has the requisite power and authority to carry on its business in The Commonwealth of Massachusetts. |
| c. | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. |
| d. | No legal or administrative proceedings have been instituted or threatened which would materially impair the Administrators ability to perform its duties and obligations under this Agreement. |
| e. | Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it. |
| f. | It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement. |
| g. | It is in material compliance with all federal and state laws, rules and regulations applicable to its fund administration business and the performance of its duties, obligations and services under this Agreement. |
2
| h. | Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Administrator or any law or regulation applicable to it. |
| i. | No legal or administrative proceedings have been instituted or threatened that would materially impar the Administrators ability to perform its duties and obligations under this Agreement. |
| 4. | REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
The Company represents and warrants to the Administrator that:
| a. | It is a statutory trust or corporation, duly organized, existing and in good standing under the laws of its state of formation; |
| b. | It has the requisite power and authority under applicable laws and by its Governing Documents to enter into and perform this Agreement; |
| c. | All requisite proceedings have been taken to authorize it to enter into and perform this Agreement; |
| d. | It is an investment company properly registered with the SEC under the 1940 Act; |
| e. | The Companys Registration Statements have been or will be filed and are or will be effective and remain effective during the term of this Agreement. The Company also warrants to the Administrator that as of the effective date of this Agreement, all necessary filings under the securities laws of the states in which the Company offers or sells its shares have been made; |
| f. | No legal or administrative proceedings have been instituted or threatened which would impair the Companys ability to perform its duties and obligations under this Agreement; |
| g. | Its entrance into this Agreement will not cause a material breach or be in material conflict with any other agreement or obligation of the Company or any law or regulation applicable to it; |
| h. | As of the close of business on the date of this Agreement, the Company is authorized to issue unlimited shares of beneficial interest; |
| i. | Where information provided by the Company or the Companys Authorized Participants Investors includes information about an identifiable individual (Personal Information), the Company represents and warrants that it has obtained all consents and approvals, as required by all applicable laws, regulations, by-laws and ordinances that regulate the collection, processing, use or |
3
| disclosure of Personal Information, necessary to disclose such Personal Information to the Administrator, and as required for the Administrator to use and disclose such Personal Information in connection with the performance of the services hereunder. The Company acknowledges that the Administrator may perform any of the services and may use and disclose Personal Information outside of the jurisdiction in which it was initially collected by the Company, including the United States and that information relating to the Company, including Personal Information may be accessed by national security authorities, law enforcement and courts. The Administrator shall be kept indemnified by and be without liability to the Company for any action taken or omitted by it in reliance upon this representation and warranty, including without limitation, any liability or costs in connection with claims or complaints for failure to comply with any applicable law that regulates the collection, processing, use or disclosure of Personal Information. |
| 5. | ADMINISTRATION SERVICES |
The Administrator shall provide the services as listed on Schedule B, subject to the authorization and direction of the Company and, in each case where appropriate, the review and comment by the Companys independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Company and the Administrator.
The Administrator shall perform such other services for the Company that are mutually agreed to by the parties from time to time, for which the Company will pay such fees as may be mutually agreed upon, including the Administrators reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement and as agreed by the parties.
The Administrator shall provide at its own expense the office facilities and the personnel determined by it to perform the services contemplated herein.
| 6. | COMPENSATION OF ADMINISTRATOR; EXPENSE REIMBURSEMENT; COMPANY EXPENSES |
The Administrator shall be entitled to reasonable compensation for its services and expenses, as agreed upon from time to time in writing between the Company on behalf of each applicable Fund and the Administrator.
The Company agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Company through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Companys behalf at the Companys request or with the Companys consent.
The Company, or the adviser to the Company, as the case may be, will bear all expenses that are incurred in its operation and not specifically assumed by the Administrator. For the avoidance of doubt, Company expenses not assumed by the Administrator include, but are not
4
limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel including such counsels review of the Registration Statement, Form N-CSR, Form N-PORT, Form N-PX, Form N-MFP, Form N-CEN, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement; cost of any services contracted for by the Company directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Company; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EDGAR charges, collectively referred to herein as Preparation), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer, director/trustee or employee of the Company; costs of Preparation, printing, distribution and mailing, as applicable, of the Companys Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Companys tax returns, Form N-1A, Form N-CSR, Form N- PORT, Form N-PX, Form N-MFP and Form N-CEN, and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Fund(s) net asset value.
For avoidance of doubt, the parties agree that the Administrator shall not be entitled to receive reimbursement from the Company for an expense as to which the Company provides documentation evidencing that such expense has previously been paid to the Administrator by or on behalf of the Company.
| 7. | STANDARD OF CARE; INSTRUCTIONS AND ADVICE |
Standard of Care. The Administrator shall at all times act in good faith and agrees to exercise the reasonable level of skill, care and diligence of a professional provider of administrative services in its performance of the services provided under this Agreement. Except as otherwise provided in Section 13, the Administrator shall have no responsibility for the actions of any other party, including other service providers to the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder, except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers or employees in the performance of the Administrators duties hereunder.
At any time, the Administrator may apply to any officer of the Company or his or her designee for instructions or the independent accountants for the Company, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement. The Administrator shall be entitled to rely on and may act upon reasonable advice of counsel (who may be counsel for the Company) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Administrator shall not be liable,
5
and shall be indemnified by the Company, for any action taken or omitted by it in good faith in reliance upon any such instructions or advice or upon any paper or document believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Company or the Fund(s). Nothing in this Section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.
| 8. | LIMITATION OF LIABILITY AND INDEMNIFICATION |
8.1 The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 13, the Administrator shall have no responsibility for the actions of any other party, including other service providers to the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder, except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers or employees in the performance of the Administrators duties hereunder. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrators duties hereunder in reliance upon records that were maintained for the Company by entities other than the Administrator prior to the Administrators appointment as administrator for the Company.
8.2 Subject to the other provisions of this Section and to the fullest extent permitted by law, the maximum aggregate liability of the Administrator to the Company during the Term and thereafter, arising from or in connection with this Agreement, regardless of the type or cause of action or number of causes of action, whether in contract, tort (including negligence of any kind), misrepresentation, warranty, strict liability, indemnity or other legal or equitable grounds in respect of any and all losses will be limited to and will not exceed a sum equal to one hundred percent (100 %) of the total aggregate amount of the fees paid and/or payable by the Company to the Administrator in respect of the Services under the Agreement in the twelve (12) month period immediately prior to the first event, act, or omission giving rise to the claim or, during the first twelve months following the Agreement Effective Date.
8.3 Neither party shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages.
8.4 The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, or communication disruption.
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8.5 Indemnity by the Company. The Company shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrators acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company or upon reasonable reliance on information or records given or made by the Company or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct.
8.6 Indemnity by the Administrator. Subject to this Section and the exclusions and limitations of liability elsewhere in this Agreement, the Administrator will indemnify the Company against any direct losses incurred by the Company, in each case, to the extent such losses result from the negligence, willful default or fraud of the Administrator (or that of its Delegates) in the discharge of the Administrators duties under this Agreement. Delegate means any agent, subcontractor, consultant and other third party, selected by the Administrator to provide or assist it in the provision of all or any part of the Services. The term Delegate does not include other providers of services to the Company, including the Companys investment manager, adviser or sub-advisor, distributor, broker, dealer, transfer agent, administrator, accounting agent, audit firm, tax firm, or law firm.
8.7 Duty to Mitigate. Each Party will use reasonable efforts to mitigate any Losses in respect of which it claims indemnification under this Agreement.
8.8 Notice of Claims. A Party seeking indemnification under this Section (Indemnified Party) against a third-party claim (Indemnified Claim) will promptly provide written notice of such claim to the Party obligated to indemnify (Indemnifying Party). The failure to notify the Indemnifying Party will not relieve such Party of any liability under this Section, except to the extent that such failure materially prejudices the investigation and/or defense of the Indemnified Claim.
8.9 Right to Control Third Party Claims. The Indemnifying Party will, at its own expense, be entitled but not obligated to control and direct the investigation and defense of any Indemnified Claim, except where the Administrator is the Indemnified Party and is seeking indemnification from multiple customers for claims based on common facts or otherwise related to the Indemnified Claim, in which case the Administrator will have the right to control and direct the investigation and defense of such claim, at the expense of (i) the Indemnifying Party or (ii) all of the customers from which indemnification is sought, including the Indemnifying Party, pro rata, as appropriate. Where the Indemnifying Party controls and directs the investigation of the defense of the Indemnified Claim, the Indemnified Party may retain separate counsel at its own expense. If a conflict of interest exists between the Parties with respect to the defense of such claim, the reasonable cost of separate counsel will be an indemnified expense.
8.10 Settlement of Claims. Neither Party may settle an Indemnified Claim without the consent of the other Party, which consent will not be unreasonably withheld, conditioned, or
7
delayed, provided that the Indemnifying Party will have the right to settle an Indemnified Claim without the consent of the Indemnified Party if such settlement:
(i) involves only the payment of money;
(ii) fully and unconditionally releases the Indemnified Party from any liability in exchange for the amount paid in settlement; and
(iii) does not include any admission of fault or liability in relation to the Indemnified Party.
8.11 Cooperation. In all cases, each Party will, as applicable, provide reasonable cooperation and assistance to the other Party and keep the other Party apprised as to the status of the Indemnified Claim, including any discussions relating to the settlement of the claim and the details of any settlement offer.
The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.
| 9. | CONFIDENTIALITY AND USE OF DATA |
| 9.1 | Confidentiality |
9.1.1 All information provided by or on behalf of a party (the Disclosing Party) to the other party (the Receiving Party) or otherwise collected by a Receiving Party under or pursuant to this Agreement that is marked confidential, restricted, proprietary or with a similar designation, or that the Receiving Party knows or reasonably should know is confidential, proprietary or a trade secret will be treated as confidential (Confidential Information). The terms and conditions of this Agreement will be treated as each partys Confidential Information as if each party is the Disclosing Party of such information.
9.1.2 Confidential Information will not include information that: (a) is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement; (b) was known to the Receiving Party (without an obligation of confidentiality) prior to its disclosure; (c) is independently developed by the Receiving Party without the use of other Confidential Information; (d) is rightfully obtained on a non-confidential basis from a third party source; (e) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (f) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Administrator or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (g) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be
8
unreasonably withheld.. Administrator agrees that it will maintain and enforce policies that prohibit the Administrator and its employees from engaging in securities transactions based on knowledge of the portfolio holdings of the Administrators clients.
9.1.3 Confidential Information and Cloud Computing and Storage. Each Party may store Confidential Information with third-party providers of information technology services, and permit access to Confidential Information by such third- party providers as reasonably necessary for the receipt of cloud computing and storage services and related hardware and software maintenance and support, provided, however, such Confidential Information is disclosed under obligations of confidentiality.
9.2 (a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Administrator (which term for purposes of this Section 9.2 includes each of its parent company, branches and affiliates (Affiliates)) may collect and store information regarding the Company or Fund and share such information with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of service contemplated under this Agreement and other agreements between the Company and the Administrator or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
(b) Except as expressly contemplated by this Agreement, nothing in this Section 9.2 shall limit the confidentiality and data-protection obligations of the Administrator and its Affiliates under this Agreement and applicable law. The Administrator shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 9.2 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
(c) Subject to paragraph (d) below, the Administrator and/or its Affiliates may use any Confidential Information of the Company or Portfolios (Data) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Company and the Administrator or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Company to develop, publish or otherwise distribute to third parties certain investor behavior indicators or indices that represent broad trends in the flow of investment funds into various markets, sectors or investment instruments (collectively, the Indicators), but only so long as (i) the Data is combined or aggregated with (A) information of other customers of the Administrator and/or (B) information derived from other sources, in each case such that the Indicators do not allow for attribution or identification of such Data with the Company, (ii) the Data represents less than a statistically meaningful portion of all of the data
9
used to create the Indicators and (iii) the Administrator publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available, distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly permitted under this Agreement. For avoidance of doubt, the Administrator will indemnify the Company in accordance with Section 8.6 of this Agreement against any direct losses incurred by the Company, in each case, to the extent such Losses result from the negligence, willful default or fraud of the Administrator and/or its Delegates in the discharge of its obligations under this Section 9.2(c).
(d) The Company acknowledges that the Administrator may seek to realize economic benefit from the publication or distribution of the Indicators.
| 10. | COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS |
The Company assumes full responsibility for complying with all securities, tax, commodities and other laws, rules, and regulations applicable to it. The Administrator shall provide the Company with such reports as the Company may reasonably request to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal or regulatory requirements. Upon reasonable request by the Company, the Administrator shall also provide to the Company with sub- certifications in connection with certification requirements pursuant to the Sarbanes-Oxley Act of 2002.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request except as otherwise provided in Section 13. The Administrator further agrees that all records that it maintains for the Company pursuant to Section 31 of the 1940 Act and the Rules thereunder will be preserved for the periods prescribed by the applicable Rules unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Administrator. In the event that the Administrator is requested or authorized by the Company, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Company by state or federal regulatory agencies, to produce the records of the Company or the Administrators personnel as witnesses or deponents, the Company agrees to pay the Administrator for the Administrators time and reasonable expenses, as well as the reasonable fees and expenses of the Administrators counsel incurred in such production. The Administrator will cooperate with the Companys independent accountants and provide such information as may be reasonably requested by the Company from time to time, to such accountants.
| 11. | SERVICES NOT EXCLUSIVE |
The services of the Administrator are not to be deemed exclusive, and the Administrator shall be free to render similar services to others. The Administrator shall be deemed to be an
10
independent contractor and shall, unless otherwise expressly provided herein or authorized by the Company from time to time, have no authority to act or represent the Company in any way or otherwise be deemed an agent of the Company.
| 12. | TERM AND TERMINATION |
12.1 Term. This Agreement will commence on the Effective Date and will continue in full force and effect for a period of five (5) years from the Effective Date (the Initial Term), unless terminated earlier in accordance with this Section. Upon expiration of the Initial Term, this Agreement shall be automatically renewed for additional periods of one (1) year each (each, a Renewal Term, and all collectively, including the Initial Term, shall be referred to as the Term), unless either party provides written notice to the other party of its intent to not renew at least one hundred and eighty (180) days prior to the expiration of the then-current Term, or unless otherwise terminated earlier in accordance with the Agreement.
12.2 Neither Party may terminate this Agreement, any Schedule, or any Service prior to the expiry of the Term for any reason other than as expressly permitted by the terms of this Agreement.
12.3 Termination for Cause. Each party to this Agreement may terminate this Agreement with immediate effect on written notice to the other party if:
12.3.1 The other party is subject to an Insolvency Event;
12.3.2 The other party commits any material breach of:
(i) applicable law that has a material and negative impact on the non- breaching party;
(ii) its information security obligations in this Agreement; or
(iii) this Agreement,
Provided, however, in each case above, if the material breach is capable of remedy, that material breach has not been remedied by the other party within sixty (60) days of written notice by the first party or, if such breach is not capable of remedy within such sixty (60) day period, a reasonable time mutually agreed to in writing by the relevant parties, provided, however, that the other party commences to cure such breach within such sixty (60) day period and diligently pursues the cure of such breach to completion.
12.4 Remedial Plan. If a party acting in good faith believes the other party has committed a material breach of this Agreement, such party will, prior to exercising its right under Section 12.3, escalate the matter by written notice given to the breaching party for good faith discussion and resolution. If after thirty (30) Business Days following such written notice, the parties have not agreed to a remedial plan, such party may proceed to provide the other party of written notice of material breach of the Agreement.
11
| 13. | DELEGATION |
13.1 Use of Delegates. The Administrator has the right, without prior notice to or the consent of the Company, to employ Delegates to provide or assist it in the provision of all or any part of the Services. Unless otherwise agreed in a fee schedule, the Administrator will be responsible for the compensation of its Delegates.
13.2 Provision of Information Regarding Delegates. The Administrator will provide or make available to the Company on a quarterly or other periodic basis information regarding its global operating model for the delivery of the Services, which information will include the identities of Delegates affiliated with the Administrator that perform or may perform any part of the Services, and the locations from which such Delegates perform Services, as well as such other information about its Delegates as the Company may reasonably request from time to time.
13.3 Responsibility for Delegates. The Administrator will be responsible for the Services delivered by, and the acts and omissions of, any such Delegate as if the Administrator had committed such acts and omissions itself.
13.4 With respect to the Fund Administration Tax Services as set forth on Schedule B2 attached hereto, the Company acknowledges and agrees to execute and deliver to the Administrator a tax delegation consent in the form set forth as Schedule B2(i) hereto, with such changes as the Administrator may reasonably require from time to time. While the parties anticipate that such consent will be valid as long as the Agreement remains in effect, in the event the Company revokes its consent at any time or does not provide its consent as required hereunder, the Company acknowledges and agrees that the Administrator may, without liability or prior notice, cease performing any or all of the Fund Administration Tax Services and may renegotiate the fees the Administrator charge for such Fund Administration Tax Services.
13.5 Sole Point of Contact. Unless otherwise agreed by the Parties, the Administrator will remain the sole point of contact for the Company regarding any Services provided by the Delegates.
| 14. | INTERPRETIVE AND ADDITIONAL PROVISIONS |
In connection with the operation of this Agreement, the Administrator, and the Company on behalf of each of the Funds, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of the Companys Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of the Agreement.
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| 15. | NOTICES |
Any notice, instruction or other instrument required to be given hereunder will be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following address or such other address as may be notified by any party from time to time:
If to the Company:
TCW Funds, Inc. or TCW Metropolitan West Funds
515 South Flower Street
Los Angeles, CA 90071
Attention: Peter Davidson
Telephone: (213) 244-0533
Email: peter.davidson@tcw.com
If to the Administrator:
State Street Bank and Trust Company
2495 Natomas Park Drive, Suite 400
Sacramento, CA 95833
Attention: Andrea Sharp
Telephone: (916) 319-6688
Email: andrea.sharp@statestreet.com
with a copy to:
State Street Bank and Trust Company
1 Congress Street
Legal Department
Boston, MA 02114-2016
Attention: Senior Vice President and Senior Managing Counsel
| 16. | AMENDMENT |
This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
| 17. | ASSIGNMENT |
Except as provided in Section 13, neither this Agreement nor any rights or obligations hereunder may be delegated or assigned by either party without the written consent of the other party. Provided, however, that the Administrator may assign or transfer this Agreement to a successor of all, or a substantial portion of, its business and assets (including a bridge bank or similar entity) that provides the services, or to one of its affiliates.
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| 18. | SUCCESSORS |
The terms of this Agreement are binding on and will inure to the benefit of the Company and the Administrator and their respective successors and permitted assigns.
| 19. | DATA PROTECTION |
The Administrator shall implement and maintain a comprehensive written information security program that contains appropriate security measures to safeguard the personal information of the Companys shareholders, employees, directors and/or officers that the Administrator receives, stores, maintains, processes, or otherwise accesses in connection with the provision of services hereunder. For these purposes, personal information shall mean (i) an individuals name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number or (f) personal identification number or password that would permit access to a persons account or (ii) any combination of the foregoing that would allow a person to log onto or access an individuals account. Notwithstanding the foregoing personal information shall not include information that is lawfully obtained from publicly available information, or from federal, state, or local government records lawfully made available to the general public.
| 20. | ENTIRE AGREEMENT |
This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, warranties, or commitments regarding the services to be performed hereunder whether oral or in writing.
| 21. | WAIVER |
The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any such term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise or any other right or remedy. Any waiver must be in writing signed by the waiving party.
| 22. | SEVERABILITY |
If any provision or provisions of this Agreement shall be held to be invalid, unlawful, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
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23. GOVERNING LAW AND JURISDICTION. (a) This Agreement and the construction, performance, and validity of this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflicts of law principles of the Commonwealth of Massachusetts, and both parties submit to the exclusive jurisdiction of the state or Federal courts located in the Commonwealth of Massachusetts.
(b) In the event of a dispute, both parties irrevocably waive, to the fullest extent they may effectively do so, the defenses of an inconvenient forum to the maintenance of such action or proceeding or the absence of any personal jurisdiction with respect to such party and all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgment), and execution to which it might otherwise be entitled in any action or proceeding in the state or Federal courts sitting in the Commonwealth of Massachusetts, and agree that they will not raise, claim or cause to be pleaded any such immunity at or in respect of such action or proceeding. The parties irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such party at its address specified on Schedule 2. The parties agree that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
| 24. | REPRODUCTION OF DOCUMENTS |
This Agreement and all schedules, exhibits, attachments, and amendments hereto may be reproduced by any photographic, xerographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
| 25. | COUNTERPARTS |
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.
TCW FUNDS, INC.
By: /s/ Richard Villa
Name: Richard Villa
Title: Treasurer, Principal Financial Officer and Principal Accounting Officer
TCW METROPOLITAN WEST FUNDS
By: /s/ Richard Villa
Name: Richard Villa
Title: Treasurer, Principal Financial Officer and Principal Accounting Officer
STATE STREET BANK AND TRUST COMPANY
By: /s/ Andrea E. Sharp
Name: Andrea E. Sharp
Title: Managing Director
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ADMINISTRATION AGREEMENT
SCHEDULE A
Listing of Fund(s)
| Fund Name |
| TCW Funds, Inc. |
|
TCW Central Cash Fund |
|
TCW Concentrated Large Cap Growth Fund |
|
TCW Conservative Allocation Fund |
|
TCW Core Fixed Income Fund |
|
TCW Emerging Markets Income Fund |
|
TCW Emerging Markets Local Currency Income Fund |
|
TCW Global Bond Fund |
|
TCW Global Real Estate Fund |
|
TCW Relative Value Large Cap Fund |
|
TCW Relative Value Mid Cap Fund |
|
TCW Securitized Bond Fund |
|
TCW White Oak Emerging Markets Equity Fund |
| TCW Metropolitan West Funds |
|
TCW MetWest High Yield Bond Fund |
|
TCW MetWest Intermediate Bond Fund |
|
TCW MetWest Investment Grade Credit Fund |
|
TCW MetWest Low Duration Bond Fund |
|
TCW MetWest Strategic Income Fund |
|
TCW MetWest Sustainable Securitized Fund |
|
TCW MetWest Total Return Bond Fund |
|
TCW MetWest Ultra Short Bond Fund |
|
TCW Metwest Unconstrained Bond Fund |
|
|
A-1
ADMINISTRATION AGREEMENT
SCHEDULE B
LIST OF SERVICES
| I. | Fund Administration Treasury Services as described in Schedule B1 attached hereto. |
| II. | Fund Administration Tax Services as described in Schedule B2 attached hereto. |
| III. | Fund Administration Legal Services as described in Schedule B3 attached hereto. |
| IV. | Fund Administration CFTC Services as described in Schedule B4 attached hereto. |
| V. | N-PORT Services as described in Schedule B5 attached hereto. |
| VI. | Fund Accounting Services as described in Schedule B6 attached hereto. |
Schedule B1
Fund Administration Treasury Services
| a. | Prepare for the review by designated officer(s) of the Company financial information regarding the Fund(s) that will be included in the Companys semi-annual and annual shareholder reports, and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable; |
| b. | Coordinate the audit of the Companys financial statements by the Companys independent accountants, including the preparation of supporting audit workpapers, trial balances, and other schedules; |
| c. | Prepare for the review by designated officer(s) of the Company financial information required by Form N-1A, proxy statements and such other reports, forms or filings as may be mutually agreed upon; |
| a. | Prepare for the review by designated officer(s) of the Company annual fund expense budgets, perform accrual analyses and roll-forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Companys expenses, review calculations of fees paid to the Companys investment adviser, custodian, fund accountant, distributor and transfer agent, and obtain authorization of accrual changes and expense payments; |
| b. | Provide periodic testing of the Fund(s) with respect to compliance with the Internal Revenue Codes mandatory qualification requirements, the requirements of the 1940 Act and limitations for the Fund(s) contained in the Registration Statement for the Fund(s) as may be mutually agreed upon, including quarterly compliance reporting to the designated officer(s) of the Company as well as preparation of Board compliance materials; |
| c. | Prepare and furnish total return performance information for the Fund(s), including such information on an after-tax basis, calculated in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Company management; |
| d. | Prepare and disseminate vendor survey information; |
| e. | Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of payment; |
| f. | Provide sub-certificates in connection with the certification requirements of the Sarbanes-Oxley Act of 2002 with respect to the services provided by the Administrator; and |
| g. | Maintain certain books and records of the Company as required under Rule 31a-1(b) of the 1940 Act, as may be mutually agreed upon. |
B1-1
SCHEDULE B2
Fund Administration Tax Services
| a. | Prepare annual tax basis provisions for both excise and income tax purposes, including wash sales and all tax financial statement disclosure; |
| b. | Prepare the Funds annual federal, state, and local income tax returns and extension requests for review and for execution and filing by the Companys independent accountants and execution and filing by the Companys treasurer, including Form 1120-RIC, Form 8613, and Form 1099-MISC; |
| c. | Prepare annual shareholder reporting information relating to Form 1099-DIV; |
| d. | Preparation of financial information relating to Form 1099-DIV, including completion of the ICI Primary and Secondary forms, Qualified Dividend Income, Dividends Received Deduction, Alternative Minimum Tax, Foreign Tax Credit, United States Government obligations; |
| e. | Review annual minimum distribution calculations (income and capital gain) for both federal and excise tax purposes prior to their declaration; and |
| f. | Participate in discussions of potential tax issues with the Funds and the Funds audit firm. |
| g. | Prepare and retain all tax adjustments related to creation and redemption activity. |
Tax services, as described in this Schedule, do not include identification of passive foreign investment companies, qualified interest income securities or Internal Revenue Code Section 1272(a)(6) tax calculations for asset backed securities.
B2-1
SCHEDULE B2(i)
CONSENT TO DISCLOSE TAX RETURN INFORMATION
Federal law prohibits our disclosing, without your consent, your federal tax return information to third parties or our use of that information for purposes other than the preparation of your return.
Subject to the terms and conditions of the Administration Agreement dated March 3, 2025 (the Administration Agreement) between STATE STREET BANK AND TRUST COMPANY (we or State Street) and TCW FUNDS, INC. and TCW METROPOLITAN WEST FUNDS (you or the Customer), we may subcontract portions of our Fund Administration Tax Services (the Tax Services) to State Street affiliates and/or other subcontractors. By signing below, you hereby authorize us to provide any and all information, including your entire tax return information for all past, present, and future years, that we receive in connection with this engagement to the State Street affiliates listed on Schedule B2(ii), for the purpose of providing the Tax Services set forth in the Administration Agreement and for related administration and regulatory compliance purposes.
Your consent will be valid as long as the Administration Agreement remains in effect. Notwithstanding the foregoing, you may revoke your consent with regards to Tax Services at any time by providing written notice to us. By signing below, you agree that if you revoke your consent, we may refuse to perform Tax Services and/or alter the fees we charge for such Tax Services.
In lieu of consenting to this disclosure, you have the right to request a more limited disclosure of tax return information. In the event that the service model changes as a result of your revocation or limitation on this consent, you agree to negotiate an equitable adjustment to the applicable fee schedule in good faith.
| TCW FUNDS, INC. |
TCW METROPOLITAN WEST FUNDS | |
|
BY: |
BY: | |
|
NAME (PRINTED): |
NAME (PRINTED): | |
|
TITLE: |
TITLE: | |
|
DATE: |
DATE: | |
B2-2
SCHEDULE B2(ii)
| | State Street Corporate Services Mumbai Private Limited |
| | KPMG LLP |
| | Grant Thornton LLP |
B2-3
SCHEDULE B3
Fund Administration Legal Services
| a. | Prepare the agenda and resolutions for all requested Board of Directors/Trustees (the Board) and committee meetings, make presentations to the Board and committee meetings where appropriate or upon reasonable request, prepare minutes for such Board and committee meetings and attend the Companys shareholder meetings and prepare minutes of such meetings; |
| b. | Prepare for filing with the SEC the following documents: Form N-CSR, Form N- PX and all amendments to the Registration Statement, including updates of the Prospectus and SAI for the Fund(s) and any supplements to the Prospectus and SAI for the Fund(s); |
| c. | Prepare for filing with the SEC proxy statements and provide consultation on proxy solicitation matters; |
| d. | Maintain general Board calendars and regulatory filings calendars; |
| e. | Maintain copies of the Companys Governing Documents; |
| f. | Assist in developing guidelines and procedures to improve overall compliance by the Company; |
| g. | Assist the Company in the handling of routine regulatory examinations of the Company and work closely with the Companys legal counsel in response to any non-routine regulatory matters; |
| h. | Maintain awareness of significant emerging regulatory and legislative developments that may affect the Company, update the Board and the investment adviser on those developments and provide related planning assistance where requested or appropriate; and |
| i. | Coordinate with insurance providers, including soliciting bids for Directors & Officers/Errors & Omissions (D&O/E&O) insurance and fidelity bond coverage, file fidelity bonds with the SEC and make related Board presentations. |
B3-1
SCHEDULE B4
Fund Administration CFTC Services
Subject to the authorization and direction of the Company, State Street will provide the CFTC Services set forth on Schedule B4 (the CFTC Services) to assist the Funds, the Company and/or its affiliates in complying with applicable CFTC compliance testing and reporting requirements.
Limitation of Responsibilities. With regard to the CFTC Services, the Administrators responsibilities are limited to the provision of the CFTC Services described in Schedule B4. These responsibilities do not include: (i) determination of the Companys status as a Commodity Pool Operator (a CPO), (ii) the determination of the Companys eligibility for an exclusion from classification as a CPO, or (iii) the completion and filing of the Form CPO-PQR. Where the Company uses the Services to comply with any law, representation, agreement or other obligation, State Street makes no representation that any such Services complies with such law, representation, agreement, or other obligation, and State Street has no obligation of compliance with respect thereto. The Company should contact its legal counsel for specific guidance on compliance with the Commodity Exchange Act of 1936, as amended (the Commodity Exchange Act). Unless the Company currently subscribes to fund administration legal services with the Administrator, the CFTC Services do not include assisting the Company with preparation of annual enhanced prospectus disclosures. Assistance with the registration of an entity as a CPO is not included as a CFTC Service.
Responsibilities of the Company. The Company is responsible for providing authorization and direction to the Administrator with respect to the CFTC Services. The Company is responsible for arranging, in each case where appropriate, for the review and comment by Companys independent accountants and legal counsel of CFTC financial information, reports and any filings prepared by the Administrator. In addition, the Company is solely responsible for determining Companys status as a CPO, and/or Companys eligibility for an exclusion from classification as a CPO.
The Company shall be responsible for accurately and timely supplying the Administrator with complete financial, organizational and other information, and/or arranging for the provision of such information from third parties, as may be required in order for the Administrator to provide the CFTC Services, and any information requested by the Administrator in connection with the foregoing. The Administrator is authorized and instructed to rely upon the information it receives from the Company or any third party (including, without limitation, the Companys third-party administrator(s), custodian(s), prime broker(s), and other service providers to the Company) authorized by the Company to provide such information to the Administrator and on any instructions received from the Company. The Company and any third party from which the Administrator shall receive or obtain certain records, reports and other data included in the CFTC Services provided hereunder are solely responsible for the contents of such information, including, without limitation, the accuracy thereof, and the Administrator shall be entitled to rely on such records, reports and other data as provided to the Administrator by the Company or any third party, and any instructions provided to the Administrator by the Company, and shall have
B4-1
no responsibility for making any interpretive determinations with respect thereto. The Administrator has no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information, or instructions, and shall be without liability for any loss or damage suffered by the Company as a result of the Administrators reliance on and utilization of such information or instructions believed by it to be genuine and to have been properly issued by or on behalf of the Company or such third party. The Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Company or any third party to provide it with the information required.
CFTC financial reporting, compliance testing and exclusion filing services.
Subject to the authorization and direction of the Company and, in each case where appropriate, the review and comment by Companys independent accountants and legal counsel, and in accordance with procedures that may be established from time to time between the Company and the Administrator, the Administrator will:
| i. | Perform daily testing for compliance with the CFTC initial margin test and the CFTC net notional test; and |
| ii. | As applicable, prepare the Companys initial and annual Rule 4.5 notice of exclusion from classification as a CPO under the Commodity Exchange Act and file such initial and annual notice with the National Futures Association. |
State Street: Select Classification Level
B4-2
SCHEDULE B5
Fund Administration Form N-PORT (the Form N-PORT Services) and Form N-CEN
(the Form N-CEN Services) Support Services (collectively, the Form N-PORT and
Form N-CEN Support Services) and Quarterly Portfolio of Investments Services
(collectively, with the Form N-PORT and Form N-CEN Support Services, and for purposes
of this Schedule B6, the Services)
| (a) | Standard N-PORT and N-CEN Reporting Solution (Data and Filing): |
| | Subject to the receipt of all required data, documentation, assumptions, information and assistance from the Company (including from any third parties with whom the Company will need to coordinate in order to produce such data, documentation, and information), the Administrator will use required data, documentation, assumptions, information and assistance from the Company, the Administrators internal systems and, in the case of Funds not administered by the Administrator or its affiliates, third party Fund administrators or other data providers, including but not limited to Third Party Data (as defined below) (collectively, the Required Data) to perform necessary data aggregations (including any applicable aggregation of risk metrics) and calculations and prepare, as applicable: (i) a monthly draft Form N-PORT standard template for review and approval by the Fund and (ii) annual updates of Form N-CEN for review and approval by the Fund. |
| | The Company on behalf of each Fund acknowledges and agrees that it will be responsible for reviewing and approving each such draft N-PORT template and N-CEN update. |
| | Following review and final approval by the Fund of each such draft Form N-PORT template and N-CEN update, and at the direction of and on behalf of each Fund, the Administrator will (i) produce an .XML formatted file of the completed Form N-PORT and Form N-CEN and (ii) electronically submit such filing to the SEC. |
The Form N-PORT Services will be provided to each Fund of the Company as set forth in the attached Annex 1, which shall be executed by the Administrator and the Company. The Form N-CEN Services will be provided to each Fund as set forth in the attached Annex 1. Annex 1 may be updated from time to time upon the written request of the Company and by virtue of an updated Annex 1 that is signed by both parties.
| (b) | Quarterly Portfolio of Investments Services: |
| | Subject to the receipt of all Required Data, and as a component of the Form N- PORT and Form N-CEN Support Services, the Administrator will use such Required Data from the Company, the Administrators internal systems and other data providers to prepare a draft portfolio of investments (the Portfolio of Investments), compliant with GAAP, as of the Companys first and third fiscal quarter-ends. |
B5-1
| | Following review and final approval by the Company of each such draft Portfolio of Investments, and at the direction of and on behalf of each Fund, the Administrator will attach each Portfolio of Investments to the first and third fiscal quarter-end N-PORT filing that is submitted electronically to the SEC. |
Company Duties, Representations and Covenants in Connection with (i) Form N-PORT and Form N-CEN Support Services, and (ii) Quarterly Portfolio of Investments Services.
The provision of the Services to each Fund by the Administrator is subject to the following terms and conditions:
| 1. | The parties acknowledge and agree on the following matters: |
The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning the Company or its affiliates or any Fund, pooled vehicle, security or other investment or portfolio regarding which the Company or its affiliates provide services or is otherwise associated (Company Entities) that is generated or aggregated by the Administrator or its affiliates in connection with services performed on the Companys behalf or otherwise prepared by the Administrator (State Street Data, together with Required Data and Third Party Data (as defined below), Services-Related Data). The Administrators obligations, responsibilities and liabilities with respect to any State Street Data used in connection with other services received by the Company shall be as provided in such respective other agreements between the Administrator or its affiliates and the Company relating to such other services (e.g., administration and/or custody services, etc.) from which the State Street Data is derived or sourced (Other Company Agreements). Nothing in this Agreement or any service schedule(s) shall limit or modify the Administrators or its affiliates obligations to the Company under the Other Company Agreements.
In connection with the provision of the Form N-PORT and Form N-CEN Support Services, and Quarterly Portfolio of Investments Services by the Administrator, the Company acknowledges and agrees that it will be responsible for providing the Administrator with any information requested by the Administrator, including, but not limited to, the following:
(A) Arranging for the regular provision of all Required Data (including State Street Data, where applicable) and related information to the Administrator, in formats compatible with Administrator-provided data templates including, without limitation, Required Data and the information and assumptions required by the Administrator in connection with a Company reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised at any time by the Administrator, in its discretion (collectively, the Onboarding Checklist) and such other forms and templates as may be used by the Administrator for such purposes from time to time, for all Funds receiving services under this Agreement, including but not limited to those to be reported on Form N-PORT and Form N-CEN (as determined by the Company), including, without limitation, arranging for the provision of data from the Company, its affiliates, third party administrators, prime brokers, custodians, and other relevant parties. If and to the extent
B5-2
that Required Data is already accessible to the Administrator (or any of its affiliates) in its capacity as administrator to one or more Funds, the Administrator and the Company will agree on the scope of the information to be extracted from the Administrators or any of its affiliates systems for purposes of the Administrators provision of Form N-PORT and Form N-CEN Support Services, and Quarterly Portfolio of Investments Services, subject to the discretion of the Administrator, and the Administrator is hereby expressly authorized to use any such information as necessary in connection with providing the Form N-PORT and Form N-CEN Support Services, and Quarterly Portfolio of Investments Services, hereunder; and
(B) Providing all required information and assumptions not otherwise included in Company data and assumptions provided pursuant to Section 1(A) above, including but not limited to the Required Data, as may be required in order for the Administrator to provide the Services.
The following are examples of certain types of information that each Fund is likely to be required to provide pursuant to Sections 1(A) and 1(B) above, and the Company on behalf of each Fund hereby acknowledges and understands that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN or any changes in requirements relating to the provision of Liquidity Risk Measurement Services:
| | SEC filing classification of the Company (i.e., small, or large filer); |
| | Identification of any data sourced from third parties; |
| | Identification of any securities reported as Miscellaneous; and |
| | Any Explanatory Notes included in N-PORT Section E. |
2. Each Fund acknowledges that it has provided to the Administrator all material assumptions used by the Company or that are expected to be used by the Company in connection with the completion of Form N-PORT and Form N-CEN, and Quarterly Portfolio of Investments Services, and that it has approved all material assumptions used by the Administrator in the provision of the Services prior to the first use of the Services. The Company will also be responsible for promptly notifying the Administrator of any changes in any such material assumptions previously notified to the Administrator by the Company or otherwise previously approved by the Company in connection with the Administrators provision of the Services. The Company acknowledges that the completion of Form N-PORT and Form N-CEN, and Quarterly Portfolio of Investments Services, and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:
| | Investment classification of positions; |
| | Assumptions necessary in converting data extracts; |
| | General operational and process assumptions used by the Administrator in performing the Services; and |
| | Assumptions specific to the Company. |
B5-3
The Company on behalf of each Fund hereby acknowledges and understands that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which the Company (and/or the Administrator on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.
3. The Company on behalf of each Fund acknowledges and agrees on the following matters:
(A) Each Fund has independently reviewed the Services (already defined) and has determined that the Services are suitable for its purposes. None of the Administrator or its affiliates, nor their respective officers, directors, employees, representatives, agents, or service providers (collectively, including the Administrator, State Street Parties) make any express or implied warranties or representations with respect to the Services or otherwise.
(B) Each Fund assumes full responsibility for complying with all securities, tax, commodities and other laws, rules, and regulations applicable to it. The Administrator is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and the Administrator is not providing any customization, guidance, or recommendations. Where the Company uses Services to comply with any law, regulation, agreement, or other Company obligation, the Administrator makes no representation that any Service complies with such law, regulation, agreement, or other obligation, and the Administrator has no obligation of compliance with respect thereto.
(C) Each Fund may use the Services and any reports, charts, graphs, data, analyses and other results generated by the Administrator in connection with the Services and provided by the Administrator to the Company (Materials) (a) for the internal business purpose of the Company relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT template and a Form N-CEN update, including any Portfolio of Investments, if applicable. The Company may also redistribute the Materials, or an excerpted portion thereof, to its investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the Materials in connection with their relationship with the Company (each a Permitted Person); provided, however, (i) the Company may not charge a fee, profit, or otherwise benefit from the redistribution of Materials to Permitted Persons, (ii) data provided by third party sources such as but not limited to market or index data (Third Party Data) contained in the Materials may not be redistributed other than Third Party Data that is embedded in the calculations presented in the Materials and not otherwise identifiable as Third Party Data, except to the extent the Company has separate license rights with respect to the use of such Third Party Data, or (iii) the Company may not use the Services or Materials in any way to compete or enable any third party to compete with the Administrator. No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion thereof.
B5-4
Except as expressly provided in this Section 3(C), the Company, any of its affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in the Company or any Permitted Persons (collectively, including the Company, Company Parties), may not directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or otherwise make available or permit access to, all or any part of the Services or the Materials (including any State Street Data or Third Party Data contained therein, except with respect to Third Party Data to the extent the Company has separate license rights with respect to the use of such Third Party Data). Without limitation, Company Parties shall not themselves nor permit any other person to in whole or in part (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the Materials for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the Materials to perform services for any third party, including for, to, or with consultants and independent contractors; or (v) attempt any of the foregoing or otherwise use the Services or the Materials for any purpose other than as expressly authorized under this Agreement.
(D) The Company shall limit the access and use of the Services and the Materials by any Company Parties to a need-to-know basis and, in connection with its obligations under this Agreement, the Company shall be responsible and liable for all acts and omissions of any Company Parties.
(E) The Services, the Materials, and all confidential information of the Administrator (as confidential information is defined in the Agreement and other than Third Party Data and Required Data), are the sole property of the Administrator. The Company has no rights or interests with respect to all or any part of the Services, the Materials or the Administrators confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. The Company automatically and irrevocably assigns to the Administrator any right, title or interest that it has, or may be deemed to have, in the Services, the Materials or the Administrators confidential information, including, for the avoidance of doubt and without limitation, any Company Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with the Administrator (collectively, Feedback) and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate the Company.
(F) Except with respect to Services-Related Data supplied by the Administrator, the Administrator may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.
[Remainder of Page Intentionally Left Blank]
B5-5
ANNEX I
TCW FUNDS, INC.
Further to the Administration Agreement dated as of March 3, 2025, between TCW Funds, Inc. and TCW Metropolitan West Funds (each a Company) and State Street Bank and Trust Company (the Administrator), the Company and the Administrator mutually agree to update this Annex 1 by adding/removing Funds and/or Portfolios as applicable:
| Form N-PORT Services and Quarterly Portfolio of Investments Services |
Standard N-PORT and N-CEN Reporting Solution (Data and Filing) | |
|
TCW Concentrated Large Cap Growth Fund |
Standard | |
|
TCW Conservative Allocation Fund | ||
|
TCW Core Fixed Income Fund | ||
|
TCW Emerging Markets Income Fund | ||
|
TCW Emerging Markets Local Currency Income Fund | ||
|
TCW Global Bond Fund | ||
|
TCW Global Real Estate Fund | ||
|
TCW Relative Value Large Cap Fund | ||
|
TCW Relative Value Mid Cap Fund | ||
|
TCW Securitized Bond Fund | ||
|
TCW White Oak Emerging Markets Equity Fund | ||
|
TCW MetWest High Yield Bond Fund | ||
|
TCW MetWest Intermediate Bond Fund | ||
|
TCW MetWest Investment Grade Credit Fund | ||
|
TCW MetWest Low Duration Bond Fund | ||
|
TCW MetWest Strategic Income Fund | ||
|
TCW MetWest Sustainable Securitized Fund | ||
|
TCW MetWest Total Return Bond Fund | ||
|
TCW MetWest Ultra Short Bond Fund | ||
|
TCW Metwest Unconstrained Bond Fund | ||
| Form N-CEN Services | Standard | |
|
TCW Funds, Inc. | ||
|
TCW Metropolitan West Funds | ||
IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below.
| TCW FUNDS, INC. |
STATE STREET BANK AND TRUST COMPANY | |
| By: /s/ Richard Villa |
By: /s/ Andrea S. Sharp | |
| Name: Richard Villa |
Name: Andrea E. Sharp | |
| Title: Treasurer, Principal Financial Officer and Principal Accounting Officer Address: 515 S. Flower Street, Los Angeles, CA 90071 |
Title: Managing Director Address: 2495 Natomas Park Drive Sacramento, CA 95833 | |
| Date: |
Date: March 14, 2025 | |
| TCW METROPOLITAN WEST FUNDS |
||
| By: /s/ Richard Villa |
||
| Name: Richard Villa |
||
| Title: Treasurer, Principal Financial Officer and Principal Accounting Officer |
||
| Address: 515 S. Flower Street, Los Angeles, CA 90071 |
||
| Date: |
||
B5-7
SCHEDULE B6
Fund Accounting Services
| | Maintain market value of assets in each Portfolio at the frequency agreed with the Company, using the Authorized Data Sources and in accordance with the methodologies and tolerance checks agreed with the Company. |
| | Calculate market value of assets in each Portfolio at the frequency agreed with the Company, using the Authorized Data Sources and in accordance with the methodologies and tolerance checks agreed with the Company. |
| | Notify the Company of any securities that cannot be priced in accordance with the agreed methodology and Authorized Price Sources and provide stale price report whenever any security cannot be priced for the period agreed with the Company (e.g., 5 consecutive days). |
| | Record the accrual of income to be received by each Portfolio and the receipt of all income by each Portfolio. |
| | Amortize the fixed income assets for each Portfolio in accordance with the amortization methodology agreed with the Company. |
| | Accrue expenses for each Portfolio in accordance with methodology agreed with the Company, including accruals for tax provisions and management / performance fees and fees for all other service providers (as relevant). |
| | Review any significant differences between accruals and payments. |
| | Record investment transactions (e.g., purchases, sales, and transfers) for each Portfolio as notified by the Company or its investment manager/other agents (including transactions in derivatives, foreign currencies, and unlisted pooled funds, as relevant). |
| | Record capital activity as required for each Portfolio. |
| | Record the impact of corporate actions on the securities in each [Portfolio/Vehicle], using information received from the Company, its custodian/broker and/or standard commercial services. |
| | Calculate the net asset value of each Portfolio and net asset value per share or unit of ownership (as applicable) of each Portfolio in accordance with the valuation methodology agreed with the Company and at the frequency agreed with the Company. |
| | Publish/distribute NAV information as agreed with the Company. |
B6-1
| | Perform agreed reconciliations of the accounting books and records to the records maintained by the investment manager or the Companys other service providers and counterparties (e.g., custodians, prime brokers, investment managers, banks etc.) at the frequency agreed with the Company. |
| | Work with relevant third party and/or the Company to resolve any identified exceptions. |
| | Record value of derivatives for each Portfolio in the accounting books and records from Authorized Data Sources and reconcile the derivatives so recorded to the positions reported by brokers/counterparties. |
| | If applicable, calculate and record variation margin in the accounting books and records and reconcile to variation margin reported by brokers/counterparties. |
B6-2
Exhibit (h)(4)
TRANSFER AGENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between TCW METROPOLITAN WEST FUNDS, a Delaware statutory trust (the Corporation) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (USBGFS).
WHEREAS, the Corporation is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company, and is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and
WHEREAS, USBGFS is, among other things, in the business of administering transfer and dividend disbursing agent functions for the benefit of its customers; and
WHEREAS, the Corporation desires to retain USBGFS to provide transfer and dividend disbursing agent services to each series of the Corporation listed on Exhibit A hereto (as amended from time to time) (collectively, the Funds)
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
| 1. | Appointment of USBGFS as Transfer Agent |
The Corporation hereby appoints USBGFS as transfer agent of the Corporation on the terms and conditions set forth in this Agreement, and USBGFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBGFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBGFS hereunder.
| 2. | Services and Duties of USBGFS |
| (I) | USBGFS shall provide all of the customary services of a transfer agent and dividend disbursing agent to the Corporation with respect to each Fund, including, but not limited to the following: |
| A. | Receive and process all orders for transactions of shares in accordance with applicable regulations, and as specified in the Funds prospectus and Statement of additional information (or similar disclosure documents) (the Prospectus) filed with the Securities and Exchange Commission (SEC). |
| B. | Process purchase and redemption orders with prompt delivery, where appropriate, of payment and supporting documentation to the shareholder based on the shareholders or the Funds custodian instructions, and record the appropriate number of shares being held in the appropriate shareholder account. |
| C. | Process redemption requests received in good order and, where relevant, deliver appropriate documentation to the Funds custodian. |
| D. | Pay proceeds upon receipt from the Funds custodian, where relevant, in accordance with the instructions of redeeming shareholders. |
| E. | Process transfers of shares in accordance with the shareholders instructions, after receipt of appropriate documentation from the shareholder as specified in the Prospectus. |
| F. | Prepare and transmit payments, or apply reinvestments for income dividends and capital gains distributions declared by the Corporation with respect to a Fund, after deducting any amount required to be withheld by any applicable laws, rules and regulations and in accordance with shareholder instructions. |
| G. | Serve as the Funds agent in connection with systematic plans including, but not limited to, systematic investment plans, systematic withdrawal plans, and systematic exchange plans. |
| H. | Make changes to shareholder records, including, but not limited to, address and plan changes in plans (e.g., systematic investment and withdrawal and dividend reinvestment). |
| I. | Handle load and multi-class processing, including rights of accumulation and purchases by letters of intent in accordance with the Prospectus. |
| J. | Record the issuance of shares of the Fund and maintain, pursuant to Rule 17Ad- 10(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), a record of the total number of shares of each Fund which are authorized, issued and outstanding. |
| K. | Prepare ad-hoc reports as necessary at prevailing rates. |
| L. | Mail shareholder reports and Prospectuses to current shareholders for whom USBGFS has direct access and appropriate registration information. |
| M. | Prepare and file U.S. Treasury Department Forms 1099 and other appropriate information returns required with respect to dividends and distributions for all shareholders. |
| N. | Provide shareholder account information upon shareholder or Fund requests and prepare and mail confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Fund. |
| O. | Mail and/or obtain shareholders certifications under penalties of perjury and pay on a timely basis to the appropriate federal or state authorities any taxes to be withheld on dividends and distributions paid by the Fund, all as required by applicable federal and state tax laws and regulations. |
| P. | Provide the total number of shares of the Fund sold in each state to enable the Corporation to monitor such sales for blue sky purposes; provided that the Corporation, not USBGFS, is responsible for ensuring that shares are not sold in violation of any requirement under the securities laws or regulations of any state. |
| Q. | Answer correspondence from shareholders, securities brokers and others relating to USBGFS duties hereunder within required time periods established by applicable regulation. |
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| R. | Reimburse the Fund each month for all material losses resulting from as of processing errors for which USBGFS is responsible in accordance with the as of processing guidelines set forth on Exhibit B hereto. |
| S. | Calculate average assets held in shareholder accounts for purposes of paying Rule 12b-1 and/or shareholder servicing fees as directed by a Fund. |
| T. | Provide service and support to financial intermediaries including but not limited to trade placements, settlements and corrections. |
| U. | Assist in monitoring shareholder transaction activity (whether direct or indirectly through an intermediary account) for the purposes of identifying transaction activity that may be excessive to the Funds or their shareholders, including executing any instructions from the Corporation to restrict or prohibit further purchases or exchanges of a Funds shares by a shareholder that violates applicable law or Fund policy. |
| V. | Maintain compliance policies and procedures reasonably designed to ensure compliance by UBSGFS with all applicable federal and state law and regulations applicable to the services to be provided hereunder. |
| W. | Perform services in accordance with the agreed upon service level agreements. |
| (II) | USBGFS shall provide the following additional transfer agent services to the Corporation with respect to each Fund for Internet Access, Vision Electronic Statement Service, Chat and INFORMATM |
If the Fund so elects, USBGFS shall provide the following services that are further described and that may be subject to additional terms and conditions specified in their respective exhibits, as such may be amended from time to time:
Digital Investor, Vision Electronic Statement Service, Chat and INFORMATM (Exhibit C) or the services described on Exhibit D.
The Fund hereby acknowledges that exhibits are an integral part of this Agreement and, to the extent services included in Exhibits C or D are selected by the Fund, such services shall also be subject to the terms and conditions of this Agreement. To the extent the terms and conditions of this Agreement conflict with the terms and conditions included in Exhibits C or D, the exhibit shall control. The provisions of Exhibits C or D, as applicable, shall continue in effect for as long as this Agreement remains in effect, unless sooner terminated.
| 3. | Lost Shareholder Due Diligence Searches and Servicing |
The Corporation hereby acknowledges that USBGFS has an arrangement with an outside vendor to conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act of 1934, as amended. Costs associated with such searches will be passed through to the Corporation as a miscellaneous expense in accordance with the fee schedule set forth in Exhibit D hereto. If a shareholder remains lost and the shareholders account unresolved after completion of the mandatory Rule 17Ad-17 search, the Corporation hereby authorizes USBGFS to conduct a more in-depth search in order to locate the lost shareholder before the shareholders assets escheat to the
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applicable state, to enter into agreements with vendors to conduct such additional searches, and to charge the costs of such additional searches to the account of the lost shareholder.
| 4. | Anti-Money Laundering and Red Flag Identity Theft Prevention Programs |
The Corporation acknowledges that it had an opportunity to review and consider the written procedures provided by USBGFS describing various processes used by USBGFS which are designed to promote the detection and reporting of potential money laundering activity and identity theft by monitoring certain aspects of shareholder activity as well as written procedures for verifying a customers identity (collectively, the Procedures). Further, the Corporation has determined that the Procedures, as part of the Corporations overall anti-money laundering program and identity theft prevention program responsibilities, are reasonably designed to help: (i) prevent the Corporation from being used for money laundering or the financing of terrorist activities; (ii) prevent identity theft; and (iii) achieve compliance with the applicable provisions of the Bank Secrecy Act, the USA Patriot Act of 2001, the Fair and Accurate Credit Transactions Act of 2003, and the implementing regulations thereunder (together AML Rules).
Based on this determination, the Corporation hereby instructs and directs USBGFS to implement the Procedures, as applicable, on the Corporations behalf, as such may be amended from time to time. It is contemplated that these Procedures will be amended from time to time by USBGFS and any such amended Procedures will be provided to the Corporation prior to their implementation. Should the Corporation desire that USBGFS perform services not provided for in the Procedures, such additional services and the associated cost must be specifically detailed in the attached fee schedule.
The Corporation acknowledges and agrees that although it is directing USBGFS to implement the Procedures on its behalf, USBGFS is implementing the Procedures as a service provider to the Corporation and the Corporation is and remains ultimately responsible for complying with all applicable laws, rules, and regulations with respect to anti-money laundering, customer identification, identity theft prevention, economic sanctions, and terrorist financing, whether under the AML Rules, or otherwise, such as, the establishment and board adoption of its own formal anti-money laundering program and the designation of its own anti-money laundering officer, as applicable.
The Corporation further acknowledges and agrees that certain portions of the Procedures are applicable to certain products, entities, structures, or geographies and, accordingly, certain portions of the Procedures may not be implemented with respect to the Corporation. The Corporation has had the opportunity to discuss the Procedures with USBGFS, and the Corporation understands and agrees which portions of the Procedures may not be implemented on behalf of the Corporation. Without limitation of the foregoing, USBGFS shall not be responsible for providing anti-money laundering or customer identification services with respect to certain intermediary or dealer-controlled customer accounts (i.e., level 0 sub-accounts through the Fund/SERV system operated by the National Securities Clearing Corporation) and other fund client relationships where there is a sub-transfer agency or similar arrangement between the Corporation and the intermediary.
The Corporation hereby directs, and USBGFS acknowledges, that USBGFS shall (i) permit federal regulators access to such information and records maintained by USBGFS
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and relating to USBGFS implementation of the Procedures, on behalf of the Corporation, as they may request, and (ii) permit such federal regulators to inspect USBGFS implementation of the Procedures on behalf of the Corporation.
| 5. | Compensation |
USBGFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit D hereto (as amended from time to time). USBGFS shall also be reimbursed for such miscellaneous expenses set forth in Exhibit D as are reasonably incurred by USBGFS in performing its duties hereunder. The Corporation shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Corporation shall notify USBGFS in writing within 30 calendar days following receipt of each invoice if the Corporation is disputing any amounts in good faith. The Corporation shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Corporation is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 11⁄2% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Corporation to USBGFS shall only be paid out of assets and property of the particular Fund involved.
USBGFS intends and agrees to meet service level expectations as set forth in the separate service level agreement between the parties. In the event that the Corporation notifies USBGFS Senior Management of a significant variance in a particular service level expectation, USBGFS will have ten (10) business days to address that specific service issues. If USBGFS does not consistently maintain the agreed upon service level expectation for a consecutive three (3) month period, the Corporation may involve a 2% credit on its next months transfer agent invoice. If the service level expectations are not met for the next three (3) month consecutive period, the Corporation may involve a 5% credit on its next months transfer agent invoice. The Corporation will notify UBSGFS Senior Management within three (3) business days of the significant variance.
| 6. | Representations and Warranties |
| A. | The Corporation hereby represents and warrants to USBGFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
| (1) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
| (2) | This Agreement has been duly authorized, executed and delivered by the Corporation in accordance with all requisite action and constitutes a valid and legally binding obligation of the Corporation, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
| (3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now |
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| conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; |
| (4) | A registration statement under the 1940 Act and, if applicable, the Securities Act of 1933, as amended, will be made effective prior to the effective date of this Agreement and will remain effective during the term of this Agreement, and appropriate state securities law filings will be made prior to the effective date of this Agreement and will continue to be made during the term of this Agreement as necessary to enable the Corporation to make a continuous public offering of its shares; |
| (5) | All records of the Corporation (including, without limitation, all shareholder and account records) provided to USBGFS by the Corporation or by a prior transfer agent of the Corporation are accurate and complete and USBGFS is entitled to rely on all such records in the form provided. |
| B. | USBGFS hereby represents and warrants to the Corporation, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: |
| (1) | It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; |
| (2) | This Agreement has been duly authorized, executed and delivered by USBGFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBGFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; |
| (3) | It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and |
| (4) | It is a registered transfer agent under the Exchange Act. |
| (5) | There is no action, suit, or proceeding before or by any court or governmental agency or body or otherwise, now pending, or to the knowledge of USBGFS, threatened against or affecting UBSGFS which might result in a material adverse change in the condition, financial or otherwise, of UBSGFS. |
| (6) | It will maintain an appropriate level of errors and omissions or professional liability insurance coverage. |
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| 7. | Standard of Care; Indemnification; Limitation of Liability |
| A. | USBGFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBGFS nor any of its affiliates shall be liable for any error of judgment; mistake of law; fraud or misconduct by the Corporation, any Fund, the adviser or any other service provider to the Corporation or a Fund, or any employee of the foregoing; or for any loss suffered by the Corporation, a Fund, or any third party in connection with USBGFS duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBGFS reasonable control, except a loss arising out of or relating to USBGFS refusal or failure to comply with the terms of this Agreement (other than where such compliance would violate applicable law) or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBGFS has exercised reasonable care in the performance of its duties under this Agreement, the Corporation shall indemnify and hold harmless USBGFS and its affiliates from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys fees) that USBGFS or its affiliates may sustain or incur or that may be asserted against USBGFS or its affiliates by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBGFS by any duly authorized officer of the Corporation, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBGFS refusal or failure to comply with the terms of this Agreement (other than where such compliance would violate applicable law) or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Corporation, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term USBGFS shall include USBGFS directors, officers and employees. |
USBGFS shall indemnify and hold the Corporation and its affiliates harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys fees) that the Corporation or its affiliates may sustain or incur or that may be asserted against the Corporation by any person arising out of any action taken or omitted to be taken by USBGFS as a result of USBGFS refusal or failure to comply with the terms of this Agreement, or from USBGFS bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBGFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term Corporation shall include the Corporations officers and employees.
In no case shall either party be liable to the other for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); or (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply.
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In the event of a mechanical breakdown or failure of communication or power supplies beyond its reasonable control, USBGFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBGFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBGFS. USBGFS agrees that it shall, at all times, have reasonable business continuity and disaster contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Corporation shall be entitled to inspect USBGFS premises and operating capabilities at any time during regular business hours of USBGFS, upon reasonable notice to USBGFS. Moreover, USBGFS shall provide the Corporation, at such times as the Corporation may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBGFS relating to the services provided by USBGFS under this Agreement.
Notwithstanding the above, USBGFS reserves the right to reprocess and correct administrative errors at its own expense.
| B. | In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitors prior written consent. |
| C. | The indemnity and defense provisions set forth in this Section 7 shall indefinitely survive the termination and/or assignment of this Agreement. |
| D. | If USBGFS is acting in another capacity for the Corporation pursuant to a separate agreement, nothing herein shall be deemed to relieve USBGFS of any of its obligations in such other capacity. |
| 8. | Data Necessary to Perform Services |
The Corporation or its agent shall furnish to USBGFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.
| 9. | Proprietary and Confidential Information |
| A. | USBGFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Corporation, all records and other information relative to the Corporation and prior, present, or potential |
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shareholders of the Corporation (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Corporation, which approval shall not be unreasonably withheld and may not be withheld where USBGFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Corporation. Records and other information which have become known to the public through no wrongful act of USBGFS or any of its employees, agents, representatives, affiliates or suppliers, and information that was already in the possession of USBGFS prior to receipt thereof from the Corporation or its agent, shall not be subject to this paragraph.
Further, USBGFS will adhere to the privacy policies adopted by the Corporation pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, USBGFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Corporation and its shareholders.
| B. | The Corporation agrees on behalf of itself and its officers, and employees to treat confidentially and as proprietary information of USBGFS, all non-public information relative to USBGFS (including, without limitation, information regarding USBGFS pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and not to use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by USBGFS, which approval shall not be unreasonably withheld and may not be withheld where the Corporation may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by USBGFS. Information which has become known to the public through no wrongful act of the Corporation or any of its employees, agents or representatives, and information that was already in the possession of the Corporation prior to receipt thereof from USBGFS, shall not be subject to this paragraph. |
| C. | Notwithstanding anything herein to the contrary, (i) the Corporation shall be permitted to disclose the identity of USBGFS as a service provider, redacted copies of this Agreement, and such other information as may be required in the Corporations registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation, and (ii) USBGFS shall be permitted to include the name of the Corporation in lists of representative clients in due diligence questionnaires, RFP responses, presentations, and other marketing and promotional purposes. |
| 10. | Records |
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USBGFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Corporation, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBGFS agrees that all such records prepared or maintained by USBGFS relating to the services to be performed by USBGFS hereunder are the property of the Corporation and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Corporation or its designee on and in accordance with its request. Notwithstanding the foregoing, USBGFS may retain such copies of such records in such form as may be required to comply with any applicable law, rule, regulation, or order of any governmental, regulatory, or judicial authority of competent jurisdiction.
| 11. | Compliance with Laws |
| A. | The Corporation has and retains primary responsibility for all compliance matters relating to the Corporation, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA PATRIOT Act of 2001 and the policies and limitations of the Corporation relating to its portfolio investments as set forth in its Prospectus and statement of additional information. USBGFS services hereunder shall not relieve the Corporation of its responsibilities for assuring such compliance or the Board of Directors oversight responsibility with respect thereto. |
| B. | The Corporation shall immediately notify USBGFS if the investment strategy of any Fund materially changes or deviates from the investment strategy disclosed in the current Prospectus, or if it (or any Fund) becomes subject to any new law, rule, regulation, or order of a governmental or judicial authority of competent jurisdiction that materially impacts the operations of the Corporation or any Fund or the services provided under this Agreement. |
| C. | USBGFS shall furnish upon request its written policies and procedures adopted by USBGFS which are required to be approved by the Corporations Board of Directors pursuant to Rule 38a-1 under the 1940 Act (Rule 38a-1 Procedures) to the Corporations Chief Compliance Officer (CCO) and a summary thereof, for review and the Corporations Board of Directors for approval. In addition, with regard to that Board approval, USBGFS shall furnish an analysis of how its Rule 38a-1 Procedures satisfy the applicable legal requirements and an assessment of the risks relating to its operation. USBGFS further agrees to cooperate with the Corporation in its review of such written policies and procedures, and to permit the CCO and personnel of TCW Investment Management Company or its agents acting at the CCOs direction to conduct on-site evaluations, due diligence inquiries and other on-going compliance monitoring at USBGFSs offices or otherwise. USBGFS will provide to the Corporation without limitation such certifications and sub-certifications as the Corporation shall reasonably request from time to time regarding its Rule 38a-1 Procedures, including a quarterly certification of compliance with its Rule 38a-1 Procedures. USBGFS further agrees to provide on an annual basis to the Corporation and the CCO, so that the company can satisfy its obligations under Rule 38a-1, changed policies and procedures and a summary of any material change made to its Rule 38a-1 Procedures. |
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USBGFS agrees that it shall promptly notify the Corporation in the event it discovers that a material compliance matter (as such term is defined pursuant to Rule 38a-1 under the 1940 Act) arises with respect to the services it provides under this Agreement.
USBGFS agrees to, on behalf of the Corporation, request information from such dealers selling shares of the Funds as the Corporation requests regarding the dealers compliance with applicable provisions of the Prospectuses, Statement of Additional Information, Corporation policies and procedures, and applicable legal requirements.
| D. | If, and to the extent that, the General Data Protection Regulation (EU) 2016/679, as amended (GDPR) or the Cayman Islands Data Protection Law, 2017, as amended (DPL), are applicable to USBGFS and the Corporation the following provisions shall apply: |
| (1) | The parties agree USBGFS is a Data Processor under GDPR and DPL, as applicable, in the performance of its services under this the Agreement. Notwithstanding the foregoing, the parties agree USBGFS is a Data Controller under GDPR and DPL, as applicable, solely for the purpose of fulfilling its own pre-contractual AML/KYC new fund client onboarding obligations. In either case, the Corporation shall ensure that all necessary and appropriate consents, disclosures and notices, including data subject consents, are in place to enable the processing of Personal Data (as defined by GDPR and DPL) by USBGFS, the transfer of Personal Data to USBGFS, and the transfer of Personal Data by USBGFS to third countries or regulatory organizations. |
| (2) | The parties further agree the Corporation is a Data Controller under GDPR and DPL, as applicable. The Corporation, either alone or jointly with others, determines or controls the content, use, purpose and means of processing the Personal Data. |
| (3) | USBGFS shall process the Personal Data: (i) in accordance with instructions of the Corporation pursuant to this Agreement and any authorized persons list executed pursuant thereto, for the purpose of discharging USBGFS obligations under the Agreement; and (ii) when required by law or regulation, or required or requested by any court or regulator (each a Processing Order) to which USBGFS is subject. In the event USBGFS receives a request to process Personal Data pursuant to any Processing Order, it shall, to the extent legally permissible and reasonably practicable under the circumstances, notify the Corporation prior to processing. |
| (4) | The Corporation is solely responsible for developing and implementing its internal policies and procedures with respect to GDPR and DPL. |
| (5) | USBGFS shall: |
| i. | ensure that persons handling Personal Data on its behalf are subject to confidentiality obligations similar to those contained in this Agreement; |
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| ii. | implement appropriate technical and organizational measures to protect Personal Data including against unauthorized or unlawful processing and against accidental loss, damage or destruction; |
| iii. | only appoint sub-processors with the prior written consent of the Corporation (standing instructions or general written authorization are sufficient), and only if the sub-processors provide sufficient guarantees in writing to USBGFS that they have implemented appropriate technical and organizational measures in such a manner that processing will comply with GDPR and DPL, as applicable1; |
| iv. | beyond the initial appointment, inform the Corporation of any intended material changes concerning the addition or replacement of sub- processors, thereby giving the Corporation the opportunity to object; |
| v. | taking into account the nature of the processing, reasonably assist the Corporation by appropriate technical and organizational measures, insofar as possible, to enable the Corporation to comply with its obligation to respond to requests for exercising a data subjects rights under GDPR or DPL; |
| vi. | provide reasonable assistance to the Corporation in ensuring their compliance with obligations regarding Personal Data breaches, data protection impact assessments and prior consultation subject to the nature of the processing and the information reasonably available to USBGFS, and inform the Corporation of Personal Data breaches without undue delay; |
| vii. | at the written direction of the Corporation, delete or return all Personal Data to the Corporation after the end of the provision of services under the Agreement relating to processing, and delete existing copies of Personal Data unless applicable law or internal data retention or backup procedures require the storage of such Personal Data; and |
| viii. | make available to the Corporation all information reasonably necessary to demonstrate compliance with GDPR or DPL, as applicable, and allow for and reasonably cooperate with audits, including inspections, conducted by the Corporation or its auditor; and immediately inform the Corporation if, in its opinion, the Corporations instructions regarding this subsection infringes on GDPR or DPL. |
| (6) | Each party shall comply with any other applicable law or regulation which implements GDPR and DPL in relation to the Personal Data. Nothing in the Agreement shall be construed as preventing either party from taking such other steps as are necessary to comply with GDPR, DPL or any other applicable data protection laws. |
| 12. | Duties in the Event of Termination |
1 For the avoidance of doubt, USBGFS affiliates and third party software providers will be used as sub-processors under this Agreement, and the Corporation hereby authorizes such use.
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In the event that, in connection with termination, a successor to any of USBGFS duties or responsibilities hereunder is designated by the Corporation by written notice to USBGFS, USBGFS will promptly, upon such termination and at the expense of the Corporation, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBGFS under this Agreement in a form reasonably acceptable to the Corporation (if such form differs from the form in which USBGFS has maintained the same, the Corporation shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBGFS personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Corporation. The Corporation shall also pay any fees associated with record retention and/or tax reporting obligations that USBGFS is obligated under applicable law, regulation, or rule to continue following the termination.
| 13. | Term of Agreement; Amendment |
| A. | This Agreement shall become effective as of the last date written on the signature page and will continue in effect for a period of three (3) years. Following the initial term, this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice at least 90 days prior to the end of the then current term that it will not be renewing the Agreement. |
| B. | Subject to Section 14, this Agreement may be terminated by either party (in whole or with respect to one or more Funds) upon giving 90 days prior written notice to the other party or such shorter notice period as is mutually agreed upon by the parties. |
| C. | Either party may terminate this Agreement immediately (in whole or with respect to one or more Funds) if the continued service would cause such party or any of its affiliates to be in violation of any applicable law, rule, regulation, or order of any governmental, regulatory or judicial authority of competent jurisdiction, or if the other party (or any affiliate thereof) commits any act, or becomes involved in any situation or occurrence, tending to bring itself into public disrepute, contempt, scandal, or ridicule, or such that continued association with the opposing party would reflect unfavorably upon such partys reputation, provided that in such event USBGFS shall, to the extent it is legally permitted and able to do so, provide reasonable assistance to transition such Funds or the Corporation to a successor service provider. |
| D. | This Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. |
| E. | This Agreement may not be amended or modified in any manner except by written agreement executed by USBGFS and the Corporation, and authorized or approved by the Corporations Board of Directors. |
| 14. | Early Termination |
In the absence of any material breach of this Agreement, should the Corporation elect to terminate this Agreement (in whole or with respect to one or more Funds) prior to the end
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of the then current term, the Corporation agrees to pay the following fees with respect to each Fund subject to the termination:
| a. | all monthly fees through the remaining term of the Agreement, including the repayment of any negotiated discounts (provided that no such fees shall be paid with respect to any Fund following the liquidation of such Fund); |
| b. | all fees associated with converting services to successor service provider; |
| c. | all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; |
| d. | all miscellaneous costs associated with a-c above. |
| 15. | Assignment |
This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Corporation without the written consent of USBGFS, or by USBGFS without the written consent of the Corporation accompanied by the authorization or approval of the Corporations Board of Directors.
| 16. | Governing Law |
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the Securities and Exchange Commission thereunder.
| 17. | No Agency Relationship |
Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
| 18. | Services Not Exclusive |
Nothing in this Agreement shall limit or restrict USBGFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
| 19. | Invalidity |
Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
| 20. | Notices |
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Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other partys address set forth below:
Notice to USBGFS shall be sent to:
U.S. Bank Global Fund Services, LLC
615 East Michigan Street
Milwaukee, WI 53202
Attn: President
and
Notice to the Corporation shall be sent to:
TCW Metropolitan West Funds
515 South Flower Street
Los Angeles, CA 90017
Attn:
Fax No.:
Copy:
Fax No.:
| 20. | No Third Party Rights |
Nothing expressed or referred to in this Agreement will be construed to give any third party (including, without limitation, shareholders of any Fund) any legal or equitable right, remedy or claim under or with respect to this Agreement.
| 21. | Multiple Originals |
This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
(SIGNATURES ON THE FOLLOWING PAGE)
15
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date last written below.
TCW METROPOLITAN WEST FUNDS
| By: /s/ Richard Villa Name: Richard Villa Title: Chief Financial Officer Date: January 3, 2025 |
U.S BANCORP FUND SERVICES, LLC
| By: /s/ Gregory Farley Name: Gregory Farley Title: SVP Date: January 13, 2025 |
16
Exhibit A
Transfer Agent Servicing Agreement
Separate Series of TCW Metropolitan West Funds
Name of Series
TCW MetWest High Yield Bond Fund
TCW MetWest Intermediate Bond Fund
TCW MetWest Investment Grade Credit Fund
TCW MetWest Low Duration Bond Fund
TCW MetWest Strategic Income Fund
TCW MetWest Sustainable Securitized Fund
TCW MetWest Total Return Bond Fund
TCW MetWest Ultra Short Bond Fund
TCW MetWest Unconstrained Bond Fund
17
Exhibit B
Transfer Agent Servicing Agreement
TCW Metropolitan West Funds
As of Processing Policy
USBGFS will reimburse each Fund for any Net Material Loss that may exist on the Funds books and for which USBGFS is responsible, at the end of each calendar month. Net Material Loss shall be defined as any remaining loss, after netting losses against any gains, which impacts a Funds net asset value per share by at least 1⁄2 cent. Gains and losses will be reflected on the Funds daily share sheet, and the Fund will be reimbursed for any net material loss on a monthly basis. USBGFS will reset the as of ledger each calendar month so that any losses which do not exceed the materiality threshold of 1⁄2 cent will not be carried forward to the next succeeding month. USBGFS will notify the adviser to the Fund on the daily share sheet of any losses for which the adviser may be held accountable.
18
Exhibit C
Transfer Agent Servicing Agreement
TCW Metropolitan West Funds
| 1. | Services and Definitions |
| A. | Internet Access Shareholder internet access by shareholders to their shareholder account information and investment transaction capabilities (Internet Service). Internet Service is connected directly to the Fund groups web site(s) through a transparent hyperlink. To the extent offered by the Fund, Shareholders can access, among other information, account information and portfolio listings within the Funds, view their transaction history, and purchase additional shares through the Automated Clearing House (ACH). |
| B. | InformaTM means the system made available through DST Output, a wholly owned subsidiary of DST Systems, Inc. (DST) known as InformaTM |
| C. | INFORMA Services means the services that enable DST to make available certain data from DSTs TA2000® mutual fund record-keeping systems through the Internet to authorized Users available to consenting end-users (User, as defined below) through the systems known as Fan Web or Digital Investor (as defined below), whereby certain electronic statements (E-Statements, as further defined below) may be searched, viewed, downloaded and printed. INFORMA Services also include notification to the end-user of the availability of E-Statements and storage of E-Statement documents. |
| D. | E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DSTs TA2000® mutual fund record keeping system, with images available online via a secure web site. |
| E. | Vision Electronic Statement Services Online account access for broker/dealers, financial planners, and registered investment advisers (RIAs). |
| F. | Chat A web-based system to permit shareholders and potential shareholders to engage customer service agents through Internet chat. Services offered through chat are the same as through telephone servicing and include account information, transaction history, account maintenance, purchase, liquidation, etc. |
| G. | Digital Investor An internet portal for Shareholder access (a successor to Fan Web) |
| H. | Fan Web An internet portal for Shareholder access. |
| I. | Electronic Services shall consist of those services set out in paragraph A through H above (Electronic Services). |
| J. | End User(s) or User(s) means the consenting person(s) to whom Electronic Services are made available. |
19
| 2. | Duties and Responsibilities of USBGFS |
USBGFS shall:
| A. | Make the Internet Service available 24 hours a day, 7 days a week, subject to scheduled maintenance and events outside of USBGFS reasonable control. Unless an emergency is encountered, no routine maintenance will occur during the hours of 8:00 a.m. to 3:00 p.m. Central Time. |
| B. | Provide installation services for Electronic Services, which shall include review and approval of the Funds network requirements, recommending method of establishing (and, as applicable, cooperate with the Fund to implement and maintain) a hypertext link between the Electronic Services site and the Funds web site(s) and testing the network connectivity and performance. |
| C. | Maintain and support the Electronic Services, which shall include providing error corrections, minor enhancements and interim upgrades to the Electronic Services that are made generally available to the Electronic Services customers and providing help desk support to provide assistance to the Funds employees and agents with their use of the Electronic Services. Maintenance and support, as used herein, shall not include (i) access to or use of any substantial added functionality, new interfaces, new architecture, new platforms, new versions or major development efforts, unless made generally available by USBGFS to the Electronic Services customers, as determined solely by USBGFS or (ii) maintenance of customized features. |
| D. | Establish systems to guide, assist and permit End Users (as defined above) who access the Electronic Services from the Funds web site(s) to electronically perform inquiries and create and transmit transaction requests to USBGFS. |
| E. | Address and mail, at each applicable Funds expense, notification and promotional mailings and other communications provided by the Fund to shareholders regarding the availability of the Electronic Services. |
| F. | Prepare and process new account applications received through the Internet Service from shareholders determined by the Fund to be eligible for such services and in connection with such, the Fund agrees as follows: |
| (1) | to permit the establishment of shareholder bank account information over the Internet in order to facilitate purchase activity through ACH; and |
| (2) | the applicable Fund shall be responsible for any resulting gain/loss liability associated with the ACH process. |
| G. | Provide the End User with a transaction confirmation number for each completed purchase, redemption, or exchange of the applicable Funds shares upon completion of the transaction. |
| H. | Informa, Digital Investor, Fan Web, Vision, and E-Statement are provided by a third party (Third Party Electronic Services). Third Party Electronic Services |
20
| utilize commercially reasonable encryption and secure transport protocols intended to prevent fraud and ensure confidentiality of End User accounts and transactions. USBGFS will take reasonable actions, including periodic scans of Internet interfaces and the Electronic Services, to protect the Internet web site(s) that provide the Electronic Services and related network(s), against viruses, worms and other data corruption or disabling devices, and unauthorized, fraudulent or illegal use, by using appropriate anti-virus and intrusion detection software and by adopting such other security procedures as may be necessary. |
| I. | Inform the Fund promptly of any malfunctions, problems, errors or service interruptions with respect to the Electronic Services of which USBGFS becomes aware. |
| J. | Exercise reasonable efforts to maintain all on-screen disclaimers and copyright, trademark and service mark notifications, if any, provided by the Fund to USBGFS in writing from time to time, and all point and click features of the Electronic Services relating to shareholder acknowledgment and acceptance of such disclaimers and notifications. |
| K. | Establish and provide to the Fund written procedures, which may be amended from time to time by USBGFS with the written consent of the Fund, regarding End User access to the Electronic Services and that are reasonably designed to protect the security and confidentiality of information relating to the Fund and End Users. |
| L. | Provide the Fund with daily reports of transactions listing all purchases or transfers made by each End User separately. USBGFS shall also furnish the Fund with monthly reports summarizing shareholder inquiry and transaction activity without listing all transactions. |
| M. | Annually engage a third party to audit its internal controls for the Electronic Services and compliance with all guidelines for the Electronic Services included herein and provide the Fund with a copy of the auditors report promptly. |
| N. | Maintain its systems and perform its duties and obligations hereunder in accordance with all applicable laws, rules and regulations. |
| O. | Be responsible for timely and adequately notifying User via e-mail that the Users E-Statement is available at the appropriate Internet site. |
| P. | Ensure the E-Statement is available for the User on the Funds Internet site for a minimum period of 24 months after delivery. |
| 3. | Duties and Responsibilities of the Fund |
The Fund assumes exclusive responsibility for the consequences of any instructions it may give to USBGFS, for the Funds or End Users failure to properly access the Electronic Services in the manner prescribed by USBGFS, and for the Funds failure to supply accurate information to USBGFS.
21
Also, the Fund shall:
| A. | Revise and update the applicable Prospectus(es) and other pertinent materials, such as user agreements with End Users, to include the appropriate consents, notices and disclosures for Electronic Services, including disclaimers and information reasonably requested by USBGFS. |
| B. | Be responsible for designing, developing and maintaining one or more web sites for the Fund through which End Users may access the Electronic Services, including provision of software necessary for access to the Internet, which must be acquired from a third party vendor. Such web sites shall have the functionality necessary to facilitate, implement and maintain the hypertext links to the Electronic Services and the various inquiry and transaction web pages. The Fund shall provide USBGFS with the name of the host of the Funds web site server and shall notify USBGFS of any change to the Funds web site server host. |
| C. | Provide USBGFS with such information and/or access to the Funds web site(s) as is necessary for USBGFS to provide the Electronic Services to End Users. |
| D. | Promptly notify USBGFS of any problems or errors with the applicable Electronic Services of which the Fund becomes aware or any changes in policies or procedures of the Fund requiring changes to the Electronic Services. |
| 4. | Additional Representations and Warranties |
The parties hereby warrant that neither party shall knowingly insert into any interface, other software, or other program provided by such party to the other hereunder, or accessible through the Electronic Services or Funds web site(s), as the case may be, any back door, time bomb, Trojan Horse, worm, drop dead device, virus or other computer software code or routines or hardware components designed to disable, damage or impair the operation of any system, program or operation hereunder. For failure to comply with this warranty, the non-complying party shall immediately replace all copies of the affected work product, system or software. All costs incurred with replacement including, but not limited to, cost of media, shipping, deliveries and installation, shall be borne by such party.
| 5. | Proprietary Rights |
A. Each party acknowledges and agrees that it obtains no rights in or to any of the software, hardware, processes, trade secrets, proprietary information or distribution and communication networks of the other hereunder. Any software, interfaces or other programs a party provides to the other hereunder shall be used by such receiving party only in accordance with the provisions of this Exhibit C. Any interfaces, other software or other programs developed by one party shall not be used directly or indirectly by or for the other party or any of its affiliates to connect such receiving party or any affiliate to any other person, without the first partys prior written approval, which it may give or withhold in its sole discretion. Except in the normal course of business and in conformity with Federal copyright law or with the other partys consent, neither party nor any of its affiliates shall disclose, use, copy, decompile or reverse engineer any software or other programs provided to such party by the other in connection herewith.
22
B. The Funds web site(s) and the Electronic Services may contain certain intellectual property, including, but not limited to, rights in copyrighted works, trademarks and trade dress that is the property of the other party. Each party retains all rights in such intellectual property that may reside on the other partys web site, not including any intellectual property provided by or otherwise obtained from such other party. To the extent the intellectual property of one party is cached to expedite communication, such party grants to the other a limited, non-exclusive, non-transferable license to such intellectual property for a period of time no longer than that reasonably necessary for the communication. To the extent that the intellectual property of one party is duplicated within the other partys web site to replicate the look and feel, trade dress or other aspect of the appearance or functionality of the first site, that party grants to the other a limited, non-exclusive, non-transferable license to such intellectual property for the period during which this Exhibit C is in effect. This license is limited to the intellectual property needed to replicate the appearance of the first site and does not extend to any other intellectual property owned by the owner of the first site. Each party warrants that it has sufficient right, title and interest in and to its web site and its intellectual property to enter into these obligations, and that to its knowledge, the license hereby granted to the other party does not and will not infringe on any U.S. patent, copyright or other proprietary right of a third party.
C. Each party agrees that the nonbreaching party would not have an adequate remedy at law in the event of the other partys breach or threatened breach of its obligations under this Section of this Exhibit C and that the nonbreaching party would suffer irreparable injury and damage as a result of any such breach. Accordingly, in the event either party breaches or threatens to breach the obligations set forth in this Section of this Exhibit C, in addition to and not in lieu of any legal or other remedies a party may pursue hereunder or under applicable law, each party hereby consents to the aggrieved party seeking equitable relief (including the issuance of a temporary restraining order, preliminary injunction or permanent injunction) against it by a court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security therefor, prohibiting any such breach or threatened breach. In any proceeding upon a motion for such equitable relief, a partys ability to answer in damages shall not be interposed as a defense to the granting of such equitable relief. The provisions of this Section relating to equitable relief shall survive termination of the provision of services set forth in this Exhibit C.
| 6. | Compensation |
USBGFS shall be compensated for providing the Electronic Services selected by the Fund from time to time in accordance with the fee schedule set forth in Exhibit D (as amended from time to time).
| 7. | Additional Indemnification; Limitation of Liability |
| A. | Subject to Section 2, USBGFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBGFS sole liability to a Fund, the Fund, or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBGFS hereunder shall be to use its best reasonable efforts to |
23
| commence or resume the Electronic Services as promptly as is reasonably possible. |
| B. | USBGFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Fund and each Fund and the Funds officers, agents, and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys fees) arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services and (b) the provision of the Fund Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder. |
| C. | If an injunction is issued against the Funds use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBGFS shall, at its own option and expense, either (i) procure for the Fund the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Fund, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Funds judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the Fund. If in the Funds judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the Fund, the Fund may terminate all rights and responsibilities under this Exhibit C immediately on written notice to USBGFS. |
| D. | Because the ability of USBGFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBGFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBGFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBGFS or its affiliates) or of any third parties involved in the Electronic Services and shall not be liable for the selection of any such third party, unless USBGFS selected the third party in bad faith or in a grossly negligent manner. |
| E. | USBGFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBGFS data center as determined by the records maintained by USBGFS. |
| F. | Notwithstanding anything to the contrary contained herein, USBGFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by |
24
| USBGFS. USBGFS is entitled to presume that all information and transaction requests submitted through the Electronic Services are genuine in the absence of actual information to the contrary. USBGFS will not be liable for any loss, liability, cost or expense for following instructions communicated through the Electronic Services, including fraudulent or unauthorized instructions. |
| 8. | File Security and Retention; Confidentiality |
| A. | USBGFS and its agents will provide commercially reasonable security provisions to ensure that unauthorized third parties do not have access to the Funds data bases, files, and other information provided by the Fund to USBGFS for use with the Electronic Services, the names of End Users or End User transaction or account data (collectively, Fund Files). USBGFS security provisions with respect to the Electronic Services, the Funds web site(s) and the Fund Files will be no less protected than USBGFS security provisions with respect to its own proprietary information. USBGFS agrees that any and all Fund Files maintained by USBGFS for the Fund hereunder shall be available for inspection by the Funds regulatory authorities during regular business hours, upon reasonable prior written notice to USBGFS, and will be maintained and retained in accordance with applicable requirements of the 1940 Act. USBGFS will take such actions as are necessary to protect the intellectual property contained within the Funds web site(s) or any software, written materials, or pictorial materials describing or creating the Funds web site(s), including all interface designs or specifications. USBGFS will take such actions as are reasonably necessary to protect all rights to the source code and interface of the Funds web site(s). In addition, USBGFS will not use, or permit the use of, names of End Users for the purpose of soliciting any business, product, or service whatsoever except where the communication is necessary and appropriate for USBGFS delivery of the Electronic Services. |
| B. | USBGFS shall treat as confidential and not disclose or otherwise make available any of the Funds lists, information, trade secrets, processes, proprietary data, information or documentation (collectively, the Confidential Information), in any form, to any person other than agents, employees or consultants of USBGFS. USBGFS will instruct its agents, employees and consultants who have access to the Confidential Information to keep such information confidential by using the same care and discretion that USBGFS uses with respect to its own confidential property and trade secrets. Upon termination of the rights and responsibilities described in this Exhibit C for any reason and upon the Funds request, USBGFS shall return to the Fund, or destroy and certify that it has destroyed, any and all copies of the Confidential Information which are in its possession. |
| C. | Notwithstanding the above, USBGFS will not have an obligation of confidentiality under this Section with regard to information that (1) was known to it prior to disclosure hereunder, (2) is or becomes publicly available other than as a result of a breach hereof, (3) is disclosed to it by a third party not subject to a duty of confidentiality, or (4) is required to be disclosed under law or by order of court or governmental agency. |
25
| 9. | Warranties |
EXCEPT AS OTHERWISE PROVIDED IN THIS EXHIBIT, THE ELECTRONIC SERVICES ARE PROVIDED BY USBGFS AS IS ON AN AS-AVAILABLE BASIS WITHOUT WARRANTY OF ANY KIND, AND USBGFS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ELECTRONIC SERVICES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
| 10. | Duties in the Event of Termination |
In the event of termination of the services provided pursuant to this Exhibit C, (i) End Users will no longer be able to access the Electronic Services and (ii) the Fund will, to the extent reasonably technically practicable and permitted by applicable law, return all codes, system access mechanisms, programs, manuals and other written information provided to it by USBGFS in connection with the Electronic Services provided hereunder, and shall destroy or erase all such information on any diskettes or other storage medium.
26
Exhibit D
Transfer Agent Servicing Agreement
TCW Metropolitan West Funds
Fee Schedule
Transfer Agent, Shareholder & Account Services Fee Schedule
27
Exhibit (h)(9)
Appendix A to Amended and Restated Operating Expenses Agreement
(Effective June 2, 2025)
| Fund |
Class M Operating Expense Limit (1) |
Class I Operating Expense Limit |
Admin. Class Operating Expense Limit (1) |
Plan Class Operating Expense Limit |
Class I-2 Operating Expense Limit | |||||
| TCW MetWest Total Return Bond Fund |
0.70% | 0.49% | 0.90% | 0.39% | 0.54% | |||||
| TCW MetWest Low Duration Bond Fund |
0.63% | 0.44% | 0.83% | N/A | N/A | |||||
| TCW MetWest Ultra Short Bond Fund |
0.50% | 0.34% | N/A | N/A | N/A | |||||
| TCW MetWest High Yield Bond Fund |
0.85% | 0.60% | N/A | N/A | N/A | |||||
| TCW MetWest Strategic Income Fund |
1.04% | 0.80% | N/A | N/A | N/A | |||||
| TCW MetWest Unconstrained Bond Fund |
1.04% | 0.80% | N/A | 0.70% | N/A | |||||
| TCW MetWest Investment Grade Credit Fund |
0.70% | 0.49% | N/A | N/A | N/A | |||||
| TCW MetWest Sustainable Securitized Fund |
0.70% | 0.49% | N/A | N/A | N/A | |||||
(1) Includes Rule 12b-1 fees paid by Class M and Administrative shares of the Funds. There are no Rule 12b-1 fees assessable for Class I, Class I-2 or Plan Class shares of the Funds.
| TCW METROPOLITAN WEST FUNDS | METROPOLITAN WEST ASSET | |||||||
| MANAGEMENT, LLC | ||||||||
| By: |
|
By: |
| |||||
| Title: | Vice President and Secretary | Title: | Managing Director and Associate General Counsel | |||||
Exhibit (i)(9)
Paul Hastings LLP
101 California Street
Forty-Eighth Floor
San Francisco, CA 94111
telephone (415) 856-7000
facsimile (415) 856-7100
www.paulhastings.com
July 28, 2025
VIA EDGAR
TCW Metropolitan West Funds
515 South Flower Street
Los Angeles, California 90071
Re: TCW Metropolitan West Funds - File Nos. 333-18737 and 811-07989
Ladies and Gentlemen:
We hereby consent to the inclusion of our law firms name as counsel to the Registrant, as shown in Post-Effective Amendment No. 81 to the Registrants Registration Statement on Form N-1A.
Very truly yours,
/s/ David A. Hearth
David A. Hearth
for PAUL HASTINGS LLP
Exhibit (j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 333-18737 on Form N-1A of our report dated May 27, 2025, relating to the financial statements and financial highlights of the TCW MetWest High Yield Bond Fund, TCW MetWest Investment Grade Credit Fund, TCW MetWest Low Duration Bond Fund, TCW MetWest Strategic Income Fund, TCW MetWest Sustainable Securitized Fund, TCW MetWest Total Return Bond Fund, TCW MetWest Ultra Short Bond Fund, and TCW MetWest Unconstrained Bond Fund, each a portfolio of the TCW Metropolitan West Funds, appearing in the Annual Report on Form N-CSR of the TCW Metropolitan West Funds for the year or period ended March 31, 2025, and to the references to us under the headings Financial Highlights in the Prospectus and under the headings Disclosure of Portfolio Holdings, Independent Registered Public Accounting Firm and Financial Statements in the Statement of Additional Information, which are part of such Registration Statement.
Los Angeles, California
July 24, 2025
Exhibit (n)(4)
FOURTH AMENDED MULTIPLE CLASS PLAN
OF
TCW METROPOLITAN WEST FUNDS
AS AMENDED JUNE 2, 2025
This Fourth Amended Multiple Class Plan (this Plan) as amended June 2, 2025 is required by Securities and Exchange Commission Rule 18f-3 promulgated under the Investment Company Act of 1940 (the 1940 Act).
This Plan shall govern the terms and conditions under which TCW Metropolitan West Funds (the Trust) may issue separate classes of shares representing interests in the series of the Trust (the Funds) listed on Appendix A, as may be amended from time to time as provided herein. To the extent that a subject matter herein is covered by the Trusts Agreement and Declaration of Trust or Bylaws, the Agreement and Declaration of Trust and Bylaws will control in the event of any inconsistencies with the descriptions herein.
SECTION 1. Rights and Obligations. Except as set forth herein, all classes of shares issued by a Fund shall have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, designations, and terms and conditions. The only differences among the various classes of shares relate solely to the following: (a) each class may be subject to different class expenses as discussed under Section 3 of this Plan; (b) each class may bear a different identifying designation; (c) each class has exclusive voting rights with respect to matters solely affecting such class (except as set forth in Section 6 below); (d) each class may have different exchange privileges; and (e) each class may provide for the automatic conversion of that class into another class.
SECTION 2. Classes of Shares and Designation Thereof. Each Fund may offer any or all of the following classes of shares:
(a) Class M Shares. Class M Shares will be sold at their net asset value without the imposition of a front-end sales load or contingent deferred sales charge (CDSC).
Class M Shares will be subject to a Rule 12b-1 distribution fee at an annual rate of up to 0.25 percent of the daily net assets attributable to the Class M shares and will not be subject to a shareholder service fee under the Trusts Shareholder Servicing Plan. Class M Shares of one or more Funds may be subject to a redemption fee to the extent disclosed in the prospectus for that Fund.
The current Share Marketing Plan for TCW Metropolitan West Funds shall be applicable to Class M Shares.
(b) Class I Shares. Class I Shares will be sold at their net asset value without the imposition of a front-end sales load or CDSC.
Class I Shares will not be subject to a Rule 12b-1 distribution fee or to a shareholder service fee under the Trusts Shareholder Servicing Plan. Class I Shares of one or more Funds may be subject to a redemption fee to the extent disclosed in the prospectus for that Fund.
The current Share Marketing Plan for TCW Metropolitan West Funds shall not be applicable to the Class I Shares.
The Class I Shares may be offered only to investors who make an initial investment in a Fund of at least $3,000,000.
(c) Class I-2 Shares. Class I-2 Shares will be sold at their net asset value without the imposition of a front-end sales load or CDSC.
Class I-2 Shares will not be subject to a Rule 12b-1 distribution fee or to a shareholder service fee under the Trusts Shareholder Servicing Plan. Class I-2 Shares of one or more Funds may be subject to a redemption fee to the extent disclosed in the prospectus for that Fund.
The current Share Marketing Plan for TCW Metropolitan West Funds shall not be applicable to the Class I-2 Shares.
The Class I-2 Shares may be offered only to investors who make an initial investment in a Fund of at least $3,000,000.
(d) Administrative Class Shares. Administrative Class Shares will be sold at their net asset value without the imposition of a front-end sales load or CDSC.
Administrative Class Shares will be subject to a Rule 12b-1 distribution fee at an annual rate of up to 0.25 percent of the daily net assets attributable to the Administrative Class shares and will be subject to a shareholder service fee under the Trusts Shareholder Servicing Plan at an annual rate of up to 0.25 percent of the average daily net asset value of the Administrative Class Shares beneficially owned by or attributable to each client. Administrative Class Shares of one or more Funds may be subject to a redemption fee to the extent disclosed in the prospectus for that Fund.
The current Share Marketing Plan for TCW Metropolitan West Funds shall be applicable to Administrative Class Shares.
(e) Plan Class Shares. Plan Class Shares will be sold at their net asset value without the imposition of a front-end sales load or CDSC.
Plan Class Shares will not be subject to a Rule 12b-1 distribution fee or to a shareholder service fee under the Trusts Shareholder Servicing Plan. Plan Class Shares of one or more Funds may be subject to a redemption fee to the extent disclosed in the prospectus for that Fund.
The current Share Marketing Plan for TCW Metropolitan West Funds shall not be applicable to the Plan Class Shares.
The Plan Class Shares may be offered only to investors who make an initial investment in a Fund of at least $50,000,000, or such other limit as may be set by the Board of Trustees from time to time and disclosed in the prospectus for the applicable Fund.
(f) Class I-3 Shares. Class I-3 Shares will be sold at their net asset value without the imposition of a front-end sales load or CDSC.
Class I-3 Shares will not be subject to a Rule 12b-1 distribution fee or to a shareholder service fee under the Trusts Shareholder Servicing Plan. Class I-2 Shares of one or more Funds may be subject to a redemption fee to the extent disclosed in the prospectus for that Fund.
The current Share Marketing Plan for TCW Metropolitan West Funds shall not be applicable to the Class I-3 Shares.
The Class I-2 Shares may be offered only to investors who make an initial investment in a Fund of at least $3,000,000.
SECTION 3. Allocation of Expenses.
(a) Class Expenses. Each class of shares may be subject to different class expenses consisting of: (1) Rule 12b-1 plan distribution fees, if applicable to a particular class; (2) transfer agency and other recordkeeping costs to the extent allocated to a particular class; (3) Securities and Exchange Commission (SEC) and blue sky registration fees incurred separately by a particular class; (4) litigation or other legal expenses relating solely to a particular class; (5) printing and postage expenses related to the preparation and distribution of class specific materials such as shareholder reports, prospectuses and proxies to shareholders of a particular class; (6) expenses of administrative personnel and services as required to support the shareholders of a particular class; (7) audit or accounting fees or expenses relating solely to a particular class; (8) director fees and expenses incurred as a result of issues relating solely to a particular class and (9) any other expenses subsequently identified that should be properly allocated to a particular class, which shall be approved by the Board of
Trustees (collectively, Class Expenses).
(b) Other Expenses. Except for the Class Expenses discussed above (which will be allocated to the appropriate class), all expenses incurred by each Fund will be allocated to each class of shares on the basis of the net asset value of each class to the net asset value of the Trust or the Fund, as the case may be. This is referred to as the relative net assets method.
(c) Waivers and Reimbursements of Expenses. The Manager and any provider of services to the Funds may waive or reimburse the expenses of a particular class or classes, provided, however, that such waiver shall not result in cross-subsidization between classes.
SECTION 4. Allocation of Income. The Funds will allocate income and realized and unrealized capital gains and losses based on the relative net assets of each class of shares.
SECTION 5. Exchange Privileges. A class of shares of a Fund may be exchanged only for the same class of shares of another Fund. All exchanges will be subject to such conditions as may be imposed from time to time as disclosed in Appendix B.
SECTION 6. Effective When Approved. This Plan shall not take effect until a majority of the trustees of the Trust, including a majority of the trustees who are not interested persons of the Trust, find that the Plan, as proposed and including the expense allocations, is in the best interests of each class individually and the Trust as a whole.
SECTION 7. Amendments. This Plan may not be amended to materially change the provisions of this Plan unless that amendment is approved in the manner specified in Section 6 above.
APPENDIX A TO
FOURTH AMENDED MULTIPLE CLASS PLAN OF
TCW METROPOLITAN WEST FUNDS
AS AMENDED JUNE 2, 2025
TCW MetWest High Yield Bond Fund
Class M Shares
Class I Shares
Class I-3 Shares
Administrative Class Shares
TCW MetWest Investment Grade Credit Fund
Class M Shares
Class I Shares
TCW MetWest Low Duration Bond Fund
Class M Shares
Class I Shares
Class I-3 Shares
Administrative Class Shares
TCW MetWest Strategic Income Fund
Class M Shares
Class I Shares
Administrative Class Shares
TCW MetWest Sustainable Securitized Fund
Class M Shares
Class I Shares
TCW MetWest Total Return Bond Fund
Class M Shares
Class I Shares
Class I-2 Shares
Class I-3 Shares
Administrative Class Shares
Plan Class Shares
TCW MetWest Ultra Short Bond Fund
Class M Shares
Class I Shares
Administrative Class Shares
TCW MetWest Unconstrained Bond Fund
Class M Shares
Class I Shares
Class I-3 Shares
Plan Class Shares
APPENDIX B TO
FOURTH AMENDED MULTIPLE CLASS PLAN OF
TCW METROPOLITAN WEST FUNDS
AS AMENDED JUNE 2, 2025
EXCHANGE PRIVILEGES
SECTION 1. TERMS AND CONDITIONS OF EXCHANGES. Shareholders of the Funds discussed herein may participate in exchanges as described below.
An exchange is permitted only in the following circumstances:
(a) if the Funds offer more than one class of shares, the exchange must be between the same class of shares (e.g., Class M and Class I shares of a Fund cannot be exchanged for each other);
(b) the dollar amount of the exchange must be at least equal to the minimum investment applicable to the shares of the Fund acquired through such exchange;
(c) the shares of the Fund acquired through exchange must be qualified for sale in the state in which the shareholder resides;
(d) the exchange must be made between accounts having identical registrations and addresses;
(e) the full amount of the purchase price for the shares being exchanged must have already been received by the Fund;
(f) the account from which shares have been exchanged must be coded as having a certified taxpayer identification number on file or, in the alternative, an appropriate IRS Form W-8 (certificate of foreign status) or Form W-9 (certifying exempt status) (or the equivalent successor forms) must have been received by the Fund;
(g) newly acquired shares (through either an initial or subsequent investment) are held in an account for at least ten days, and all other shares are held in an account for at least one day, prior to the exchange; and
(h) certificates representing shares must be returned before shares can be exchanged.
(i) Because excessive exchanges can harm a Funds performance, the Funds reserve the right to terminate, either temporarily or permanently, exchange privileges of any shareholder who makes more than a specified number of exchanges (as specified in the prospectus) out of any one Fund during a twelve-month period and to refuse an exchange into a Fund from which a shareholder has redeemed shares within the previous 90 days (accounts under common ownership or control and accounts with the same taxpayer identification number will be counted together). This limit may be modified for accounts in certain institutional retirement plans to conform to plan exchange limits and U.S. Department of Labor regulations (for those limits, see plan materials). The Funds reserve the right to refuse exchanges by any person or group if, in the judgment of Metropolitan West Asset Management, LLC (the Manager), a Fund would be unable effectively to invest the money in accordance with its investment objective and policies, or would otherwise be potentially adversely affected. A shareholders exchanges may be restricted or refused if a Fund receives, or the Manager anticipates, simultaneous orders affecting significant portions of that Funds assets and, in particular, a pattern of exchanges coinciding with a market timing strategy. Although the Funds attempt to provide prior notice to affected shareholders when it is reasonable to do so, they may impose these restrictions at any time. The Funds reserve the right to terminate or modify the exchange privileges of Fund shareholders in the future.
THE EXCHANGE PRIVILEGE IS NOT AN OPTION OR RIGHT TO PURCHASE SHARES BUT IS PERMITTED UNDER THE RESPECTIVE POLICIES OF THE PARTICIPATING FUNDS, AND MAY BE MODIFIED OR DISCONTINUED BY ANY SUCH FUNDS OR BY THE MANAGER OR DISTRIBUTOR AT ANY TIME, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT NOTICE.
Shares to be exchanged will be redeemed at their net asset value as determined at the close of business on the day that an exchange request in proper form (described below) is received, as described in
the applicable prospectus. Exchange requests received after the required time will result in the redemption of shares at their net asset value as determined at the close of business on the next business day.
In the event of unusual market conditions, a Fund reserves the right to reject any exchange request if, in the judgment of the Manager, the number of requests or the total value of the shares that are the subject of the exchange places a material burden on a Fund. For example, the number of exchanges by investment managers making market timing exchanges may be limited.
SECTION 2. FEES. There is no fee for exchanges among the Funds.
SEE THE APPLICABLE PROSPECTUS FOR MORE INFORMATION ABOUT SHARE EXCHANGES.
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