July 25, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Public Filing Room

Re: Rule 17g-1 Filing

TCW Strategic Income Fund, Inc. (File No. 811-04980)

(the “Fund”)

Dear Sir or Madam:

As required by Rule 17g-1 under the Investment Company Act of 1940 (the “1940 Act”), I enclose the following on behalf of the Fund:

 

  (1)

Copy of the joint fidelity bond;

 

  (2)

Certificate of the Secretary of the Fund that contains a copy of the resolutions from the June 12, 2023 meeting of the Fund’s Board of Directors, at which a majority of Directors who are not considered to be “interested persons” within the meaning of the 1940 Act approved the amount, allocation, type, form and coverage of the joint fidelity bond; and

 

  (3)

Copy of the amended and restated joint insured bond agreement.

The premium has been paid for the period June 30, 2023 to June 30, 2024. Had the Fund obtained a separate fidelity bond, the amount of coverage required would have been $600,000.

 

Very truly yours,

/s/ Peter Davidson

Peter Davidson

Vice President and Assistant Secretary

Enclosures


Chubb Group of Insurance Companies   DECLARATIONS

202B Hall’s Mill Road

  FINANCIAL INSTITUTION INVESTMENT

Whitehouse Station, NJ 08889

  COMPANY ASSET PROTECTION BOND

NAME OF ASSURED (including its Subsidiaries):

 

Bond Number: 82484952

METWEST FUNDS; TCW STRATEGIC INCOME FUND, INC.; TCW FUNDS INC

865 SOUTH FIGUEROA STREET

  FEDERAL INSURANCE COMPANY

LOS ANGELES, CA 90017

 

Incorporated under the laws of Indiana

a stock insurance company herein called the COMPANY

  Capital Center, 251 North Illinois, Suite 1100
  Indianapolis, IN 46204-1927

 

 

 

ITEM 1.

BOND PERIOD: from      12:01 a.m. on     June 30, 2023

                  to     12:01 a.m. on     June 30, 2024

 

ITEM 2.

LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS:

If “Not Covered” is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and any other reference shall be deemed to be deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company.

 

INSURING CLAUSE

  

SINGLE LOSS

LIMIT OF LIABILITY

  

DEDUCTIBLE

AMOUNT

1.

  Employee    $    5,600,000    $    0

2.

  On Premises    $    5,600,000    $    10,000

3.

  In Transit    $    5,600,000    $    10,000

4.

  Forgery or Alteration    $    5,600,000    $    10,000

5.

  Extended Forgery    $    5,600,000    $    10,000

6.

  Counterfeit Money    $    5,600,000    $    10,000

7.

  Threats to Person    $    5,600,000    $    10,000

8.

  Computer System    $    5,600,000    $    10,000

9.

  Voice Initiated Funds Transfer Instruction    $    5,600,000    $    10,000

10.

  Uncollectible Items of Deposit    $    5,600,000    $    10,000

11.

  Audit Expense    $    50,000    $    5,000

 

ITEM 3.

THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:

1 - 11

IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be valid unless also signed by an authorized representative of the Company.

 

 

LOGO

 

  

 

LOGO

 

 
Secretary    President  

July 13, 2023

 

  

LOGO

 

 
Date    Authorized Representative  

 

 

ICAP Bond (5-98) - Federal

Form 17-02-1421 (Ed. 5-98)

  

 

Page 1 of 1


  

The COMPANY, in consideration of payment of the required premium, and in reliance on the APPLICATION and all other statements made and information furnished to the COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED for:

      

 

Insuring Clauses

  
Employee   

1.   Loss resulting directly from Larceny or Embezzlement committed by any Employee, alone or in collusion with others.

      

 

On Premises

  

 

2.   Loss of Property resulting directly from robbery, burglary, false pretenses, common law or statutory larceny, misplacement, mysterious unexplainable disappearance, damage, destruction or removal, from the possession, custody or control of the ASSURED, while such Property is lodged or deposited at premises located anywhere.

      

 

In Transit

  

 

3.   Loss of Property resulting directly from common law or statutory larceny, misplacement, mysterious unexplainable disappearance, damage or destruction, while the Property is in transit anywhere:

  

a.   in an armored motor vehicle, including loading and unloading thereof,

  

b.   in the custody of a natural person acting as a messenger of the ASSURED, or

  

c.   in the custody of a Transportation Company and being transported in a conveyance other than an armored motor vehicle provided, however, that covered Property transported in such manner is limited to the following:

  

(1)  written records,

  

(2)  securities issued in registered form, which are not endorsed or are restrictively endorsed, or

  

(3)  negotiable instruments not payable to bearer, which are not endorsed or are restrictively endorsed.

  

Coverage under this INSURING CLAUSE begins immediately on the receipt of such Property by the natural person or Transportation Company and ends immediately on delivery to the premises of the addressee or to any representative of the addressee located anywhere.

      

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 1 of 19


Insuring Clauses

(continued)

 

Forgery Or Alteration   

4.   Loss resulting directly from:

  

a.   Forgery on, or fraudulent material alteration of, any bills of exchange, checks, drafts, acceptances, certificates of deposits, promissory notes, due bills, money orders, orders upon public treasuries, letters of credit, other written promises, orders or directions to pay sums certain in money, or receipts for the withdrawal of Property, or

  

b.   transferring, paying or delivering any funds or other Property, or establishing any credit or giving any value in reliance on any written instructions, advices or applications directed to the ASSURED authorizing or acknowledging the transfer, payment, delivery or receipt of funds or other Property, which instructions, advices or applications fraudulently purport to bear the handwritten signature of any customer of the ASSURED, or shareholder or subscriber to shares of an Investment Company, or of any financial institution or Employee but which instructions, advices or applications either bear a Forgery or have been fraudulently materially altered without the knowledge and consent of such customer, shareholder, subscriber, financial institution or Employee;

  

excluding, however, under this INSURING CLAUSE any loss covered under INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING CLAUSE 5. is provided for in the DECLARATIONS of this Bond.

  

For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile signature is treated the same as a handwritten signature.

      

 

Extended Forgery

  

 

5.   Loss resulting directly from the ASSURED having, in good faith, and in the ordinary course of business, for its own account or the account of others in any capacity:

  

a.   acquired, accepted or received, sold or delivered, or given value, extended credit or assumed liability, in reliance on any original Securities, documents or other written instruments which prove to:

  

(1)  bear a Forgery or a fraudulently material alteration,

  

(2)  have been lost or stolen, or

  

(3)  be Counterfeit, or

  

b.   guaranteed in writing or witnessed any signatures on any transfer, assignment, bill of sale, power of attorney, guarantee, endorsement or other obligation upon or in connection with any Securities, documents or other written instruments.

  

Actual physical possession, and continued actual physical possession if taken as collateral, of such Securities, documents or other written instruments by an Employee, Custodian, or a Federal or State chartered deposit institution of the ASSURED is a condition precedent to the ASSURED having relied on such items. Release or return of such collateral is an acknowledgment by the ASSURED that it no longer relies on such collateral.

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 2 of 19


Insuring Clauses

 

Extended Forgery

(continued)

  

For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile signature is treated the same as a handwritten signature.

      

 

Counterfeit Money

  

 

6.   Loss resulting directly from the receipt by the ASSURED in good faith of any Counterfeit money.

      

 

Threats To Person

  

 

7.   Loss resulting directly from surrender of Property away from an office of the ASSURED as a result of a threat communicated to the ASSURED to do bodily harm to an Employee as defined in SECTION 1.e. (1), (2) and (5), a Relative or invitee of such Employee, or a resident of the household of such Employee, who is, or allegedly is, being held captive provided, however, that prior to the surrender of such Property:

  

a.   the Employee who receives the threat has made a reasonable effort to notify an officer of the ASSURED who is not involved in such threat, and

  

b.   the ASSURED has made a reasonable effort to notify the Federal Bureau of Investigation and local law enforcement authorities concerning such threat.

  

It is agreed that for purposes of this INSURING CLAUSE, any Employee of the ASSURED, as set forth in the preceding paragraph, shall be deemed to be an ASSURED hereunder, but only with respect to the surrender of money, securities and other tangible personal property in which such Employee has a legal or equitable interest.

      

 

Computer System

  

 

8.   Loss resulting directly from fraudulent:

  

a.   entries of data into, or

  

b.   changes of data elements or programs within,

  

a Computer System, provided the fraudulent entry or change causes:

  

(1)  funds or other property to be transferred, paid or delivered,

  

(2)  an account of the ASSURED or of its customer to be added, deleted, debited or credited, or

  

(3)  an unauthorized account or a fictitious account to be debited or credited.

      

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 3 of 19


Insuring Clauses

(continued)

 

Voice Initiated Funds Transfer Instruction   

9.   Loss resulting directly from Voice Initiated Funds Transfer Instruction directed to the ASSURED authorizing the transfer of dividends or redemption proceeds of Investment Company shares from a Customer’s account, provided such Voice Initiated Funds Transfer Instruction was:

  

a.   received at the ASSURED’S offices by those Employees of the ASSURED specifically authorized to receive the Voice Initiated Funds Transfer Instruction,

  

b.   made by a person purporting to be a Customer, and

  

c.   made by said person for the purpose of causing the ASSURED or Customer to sustain a loss or making an improper personal financial gain for such person or any other person.

  

In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated Funds Transfer Instructions must be received and processed in accordance with the Designated Procedures outlined in the APPLICATION furnished to the COMPANY.

      

 

Uncollectible Items of Deposit

  

 

10.  Loss resulting directly from the ASSURED having credited an account of a customer, shareholder or subscriber on the faith of any Items of Deposit which prove to be uncollectible, provided that the crediting of such account causes:

  

a.   redemptions or withdrawals to be permitted,

  

b.   shares to be issued, or

  

c.   dividends to be paid,

  

from an account of an Investment Company.

  

In order for coverage to apply under this INSURING CLAUSE, the ASSURED must hold Items of Deposit for the minimum number of days stated in the APPLICATION before permitting any redemptions or withdrawals, issuing any shares or paying any dividends with respect to such Items of Deposit.

  

Items of Deposit shall not be deemed uncollectible until the ASSURED’S standard collection procedures have failed.

      

 

Audit Expense

  

 

11.  Expense incurred by the ASSURED for that part of the cost of audits or examinations required by any governmental regulatory authority or self-regulatory organization to be conducted by such authority, organization or their appointee by reason of the discovery of loss sustained by the ASSURED and covered by this Bond.

      

 

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 4 of 19


General Agreements

 

Additional Companies Included As Assured   

A.  If more than one corporation, or Investment Company, or any combination of them is included as the ASSURED herein:

  

(1)  The total liability of the COMPANY under this Bond for loss or losses sustained by any one or more or all of them shall not exceed the limit for which the COMPANY would be liable under this Bond if all such loss were sustained by any one of them.

  

(2)  Only the first named ASSURED shall be deemed to be the sole agent of the others for all purposes under this Bond, including but not limited to the giving or receiving of any notice or proof required to be given and for the purpose of effecting or accepting any amendments to or termination of this Bond. The COMPANY shall furnish each Investment Company with a copy of the Bond and with any amendment thereto, together with a copy of each formal filing of claim by any other named ASSURED and notification of the terms of the settlement of each such claim prior to the execution of such settlement.

  

(3)  The COMPANY shall not be responsible for the proper application of any payment made hereunder to the first named ASSURED.

  

(4)  Knowledge possessed or discovery made by any partner, director, trustee, officer or supervisory employee of any ASSURED shall constitute knowledge or discovery by all the ASSUREDS for the purposes of this Bond.

  

(5)  If the first named ASSURED ceases for any reason to be covered under this Bond, then the ASSURED next named on the APPLICATION shall thereafter be considered as the first named ASSURED for the purposes of this Bond.

      

 

Representation Made By Assured

  

 

B.  The ASSURED represents that all information it has furnished in the APPLICATION for this Bond or otherwise is complete, true and correct. Such APPLICATION and other information constitute part of this Bond.

  

The ASSURED must promptly notify the COMPANY of any change in any fact or circumstance which materially affects the risk assumed by the COMPANY under this Bond.

  

Any intentional misrepresentation, omission, concealment or incorrect statement of a material fact, in the APPLICATION or otherwise, shall be grounds for recision of this Bond.

      

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 5 of 19


General Agreements

(continued)

 

Additional Offices Or Employees - Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities - Notice To Company   

C.   If the ASSURED, other than an Investment Company, while this Bond is in force, merges or consolidates with, or purchases or acquires assets or liabilities of another institution, the ASSURED shall not have the coverage afforded under this Bond for loss which has:

  

 

(1)  occurred or will occur on premises, or

  

 

(2)  been caused or will be caused by an employee, or

  

 

(3)  arisen or will arise out of the assets or liabilities,

  

 

of such institution, unless the ASSURED:

  

 

a.   gives the COMPANY written notice of the proposed consolidation, merger or purchase or acquisition of assets or liabilities prior to the proposed effective date of such action, and

  

 

b.   obtains the written consent of the COMPANY to extend some or all of the coverage provided by this Bond to such additional exposure, and

  

 

c.   on obtaining such consent, pays to the COMPANY an additional premium.

      

 

Change Of Control - Notice To Company

  

 

D.   When the ASSURED learns of a change in control (other than in an Investment Company), as set forth in Section 2(a) (9) of the Investment Company Act of 1940, the ASSURED shall within sixty (60) days give written notice to the COMPANY setting forth:

  

(1)  the names of the transferors and transferees (or the names of the beneficial owners if the voting securities are registered in another name),

  

(2)  the total number of voting securities owned by the transferors and the transferees (or the beneficial owners), both immediately before and after the transfer, and

  

(3)  the total number of outstanding voting securities.

  

Failure to give the required notice shall result in termination of coverage for any loss involving a transferee, to be effective on the date of such change in control.

      

 

Court Costs And Attorneys’ Fees

  

 

E.  The COMPANY will indemnify the ASSURED for court costs and reasonable attorneys’ fees incurred and paid by the ASSURED in defense, whether or not successful, whether or not fully litigated on the merits and whether or not settled, of any claim, suit or legal proceeding with respect to which the ASSURED would be entitled to recovery under this Bond. However, with respect to INSURING CLAUSE 1., this Section shall only apply in the event that:

  

(1)  an Employee admits to being guilty of Larceny or Embezzlement,

  

(2)  an Employee is adjudicated to be guilty of Larceny or Embezzlement, or

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 6 of 19


General Agreements

 

Court Costs And Attorneys’ Fees

(continued)

  

(3)  in the absence of 1 or 2 above, an arbitration panel agrees, after a review of an agreed statement of facts between the COMPANY and the ASSURED, that an Employee would be found guilty of Larceny or Embezzlement if such Employee were prosecuted.

  

The ASSURED shall promptly give notice to the COMPANY of any such suit or legal proceeding and at the request of the COMPANY shall furnish copies of all pleadings and pertinent papers to the COMPANY. The COMPANY may, at its sole option, elect to conduct the defense of all or part of such legal proceeding. The defense by the COMPANY shall be in the name of the ASSURED through attorneys selected by the COMPANY. The ASSURED shall provide all reasonable information and assistance as required by the COMPANY for such defense.

  

If the COMPANY declines to defend the ASSURED, no settlement without the prior written consent of the COMPANY nor judgment against the ASSURED shall determine the existence, extent or amount of coverage under this Bond.

  

If the amount demanded in any such suit or legal proceeding is within the DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court costs and attorney’s fees incurred in defending all or part of such suit or legal proceeding.

  

If the amount demanded in any such suit or legal proceeding is in excess of the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING CLAUSE, the COMPANY’S liability for court costs and attorney’s fees incurred in defending all or part of such suit or legal proceedings is limited to the proportion of such court costs and attorney’s fees incurred that the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING CLAUSE bears to the total of the amount demanded in such suit or legal proceeding.

  

If the amount demanded is any such suit or legal proceeding is in excess of the DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING CLAUSE, the COMPANY’S liability for court costs and attorney’s fees incurred in defending all or part of such suit or legal proceedings shall be limited to the proportion of such court costs or attorney’s fees that the amount demanded that would be payable under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total amount demanded.

  

Amounts paid by the COMPANY for court costs and attorneys’ fees shall be in addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.

      

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 7 of 19


Conditions and   
Limitations   
Definitions   

1.   As used in this Bond:

  

a.   Computer System means a computer and all input, output, processing, storage, off-line media libraries, and communication facilities which are connected to the computer and which are under the control and supervision of the operating system(s) or application(s) software used by the ASSURED.

  

b.   Counterfeit means an imitation of an actual valid original which is intended to deceive and be taken as the original.

  

c.   Custodian means the institution designated by an Investment Company to maintain possession and control of its assets.

  

d.   Customer means an individual, corporate, partnership, trust customer, shareholder or subscriber of an Investment Company which has a written agreement with the ASSURED for Voice Initiated Funds Transfer Instruction.

  

e.   Employee means:

  

(1)  an officer of the ASSURED,

  

(2)  a natural person while in the regular service of the ASSURED at any of the ASSURED’S premises and compensated directly by the ASSURED through its payroll system and subject to the United States Internal Revenue Service Form W-2 or equivalent income reporting plans of other countries, and whom the ASSURED has the right to control and direct both as to the result to be accomplished and details and means by which such result is accomplished in the performance of such service,

  

(3)  a guest student pursuing studies or performing duties in any of the ASSURED’S premises,

  

(4)  an attorney retained by the ASSURED and an employee of such attorney while either is performing legal services for the ASSURED,

  

(5)  a natural person provided by an employment contractor to perform employee duties for the ASSURED under the ASSURED’S supervision at any of the ASSURED’S premises,

  

(6)  an employee of an institution merged or consolidated with the ASSURED prior to the effective date of this Bond,

  

(7)  a director or trustee of the ASSURED, but only while performing acts within the scope of the customary and usual duties of any officer or other employee of the ASSURED or while acting as a member of any committee duly elected or appointed to examine or audit or have custody of or access to Property of the ASSURED, or

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 8 of 19


Conditions and   
Limitations   

Definitions

(continued)

  

(8)  each natural person, partnership or corporation authorized by written agreement with the ASSURED to perform services as electronic data processor of checks or other accounting records related to such checks but only while such person, partnership or corporation is actually performing such services and not:

  

a.   creating, preparing, modifying or maintaining the ASSURED’S computer software or programs, or

  

b.   acting as transfer agent or in any other agency capacity in issuing checks, drafts or securities for the ASSURED,

  

(9)  any partner, officer or employee of an investment advisor, an underwriter (distributor), a transfer agent or shareholder accounting recordkeeper, or an administrator, for an Investment Company while performing acts coming within the scope of the customary and usual duties of an officer or employee of an Investment Company or acting as a member of any committee duly elected or appointed to examine, audit or have custody of or access to Property of an Investment Company.

  

The term Employee shall not include any partner, officer or employee of a transfer agent, shareholder accounting recordkeeper or administrator:

  

a.   which is not an “affiliated person” (as defined in Section 2(a) of the Investment Company Act of 1940) of an Investment Company or of the investment advisor or underwriter (distributor) of such Investment Company, or

  

b.   which is a “bank” (as defined in Section 2(a) of the Investment Company Act of 1940).

  

This Bond does not afford coverage in favor of the employers of persons as set forth in e. (4), (5) and (8) above, and upon payment to the ASSURED by the COMPANY resulting directly from Larceny or Embezzlement committed by any of the partners, officers or employees of such employers, whether acting alone or in collusion with others, an assignment of such of the ASSURED’S rights and causes of action as it may have against such employers by reason of such acts so committed shall, to the extent of such payment, be given by the ASSURED to the COMPANY, and the ASSURED shall execute all papers necessary to secure to the COMPANY the rights provided for herein.

  

Each employer of persons as set forth in e.(4), (5) and (8) above and the partners, officers and other employees of such employers shall collectively be deemed to be one person for all the purposes of this Bond; excepting, however, the fifth paragraph of Section 13.

  

Independent contractors not specified in e.(4), (5) or (8) above, intermediaries, agents, brokers or other representatives of the same general character shall not be considered Employees.

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 9 of 19


Conditions and

Limitations

 

Definitions

(continued)

  

f.    Forgery means the signing of the name of another natural person with the intent to deceive but does not mean a signature which consists in whole or in part of one’s own name, with or without authority, in any capacity for any purpose.

  

g.   Investment Company means any investment company registered under the Investment Company Act of 1940 and listed under the NAME OF ASSURED on the DECLARATIONS.

  

h.   Items of Deposit means one or more checks or drafts drawn upon a financial institution in the United States of America.

  

i.    Larceny or Embezzlement means larceny or embezzlement as defined in Section 37 of the Investment Company Act of 1940.

  

j.    Property means money, revenue and other stamps; securities; including any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of deposit, certificate of interest or participation in any profit-sharing agreement, collateral trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any interest or instruments commonly known as a security under the Investment Company Act of 1940, any other certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing; bills of exchange; acceptances; checks; withdrawal orders; money orders; travelers’ letters of credit; bills of lading; abstracts of title; insurance policies, deeds, mortgages on real estate and/or upon chattels and interests therein; assignments of such policies, deeds or mortgages; other valuable papers, including books of accounts and other records used by the ASSURED in the conduct of its business (but excluding all electronic data processing records); and, all other instruments similar to or in the nature of the foregoing in which the ASSURED acquired an interest at the time of the ASSURED’S consolidation or merger with, or purchase of the principal assets of, a predecessor or which are held by the ASSURED for any purpose or in any capacity and whether so held gratuitously or not and whether or not the ASSURED is liable therefor.

  

k.   Relative means the spouse of an Employee or partner of the ASSURED and any unmarried child supported wholly by, or living in the home of, such Employee or partner and being related to them by blood, marriage or legal guardianship.

  

l.    Securities, documents or other written instruments means original (including original counterparts) negotiable or non-negotiable instruments, or assignments thereof, which in and of themselves represent an equitable interest, ownership, or debt and which are in the ordinary course of business transferable by delivery of such instruments with any necessary endorsements or assignments.

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 10 of 19


Conditions and

Limitations

 

Definitions

(continued)

  

m.   Subsidiary means any organization that, at the inception date of this Bond, is named in the APPLICATION or is created during the BOND PERIOD and of which more than fifty percent (50%) of the outstanding securities or voting rights representing the present right to vote for election of directors is owned or controlled by the ASSURED either directly or through one or more of its subsidiaries.

  

n.   Transportation Company means any organization which provides its own or its leased vehicles for transportation or which provides freight forwarding or air express services.

  

o.   Voice Initiated Election means any election concerning dividend options available to Investment Company shareholders or subscribers which is requested by voice over the telephone.

  

p.   Voice Initiated Redemption means any redemption of shares issued by an Investment Company which is requested by voice over the telephone.

  

q.   Voice Initiated Funds Transfer Instruction means any Voice Initiated Redemption or Voice Initiated Election.

  

For the purposes of these definitions, the singular includes the plural and the plural includes the singular, unless otherwise indicated.

      

 

General Exclusions -

  

 

2.   This bond does not directly or indirectly cover:

Applicable to All Insuring Clauses   

 

a.   loss not reported to the COMPANY in writing within sixty (60) days after termination of this Bond as an entirety;

  

b.   loss due to riot or civil commotion outside the United States of America and Canada, or any loss due to military, naval or usurped power, war or insurrection. This Section 2.b., however, shall not apply to loss which occurs in transit in the circumstances recited in INSURING CLAUSE 3., provided that when such transit was initiated there was no knowledge on the part of any person acting for the ASSURED of such riot, civil commotion, military, naval or usurped power, war or insurrection;

  

c.   loss resulting from the effects of nuclear fission or fusion or radioactivity;

  

d.   loss of potential income including, but not limited to, interest and dividends not realized by the ASSURED or by any customer of the ASSURED;

  

e.   damages of any type for which the ASSURED is legally liable, except compensatory damages, but not multiples thereof, arising from a loss covered under this Bond;

  

f.    costs, fees and expenses incurred by the ASSURED in establishing the existence of or amount of loss under this Bond, except to the extent covered under INSURING CLAUSE 11.;

  

g.   loss resulting from indirect or consequential loss of any nature;

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 11 of 19


Conditions and

Limitations

 

General Exclusions - Applicable to All Insuring Clauses   

h.   loss resulting from dishonest acts by any member of the Board of Directors or Board of Trustees of the ASSURED who is not an Employee, acting alone or in collusion with others;

(continued)   

 

i.    loss, or that part of any loss, resulting solely from any violation by the ASSURED or by any Employee:

  

(1)  of any law regulating:

  

a.   the issuance, purchase or sale of securities,

  

b.   securities transactions on security or commodity exchanges or the over the counter market,

  

c.   investment companies,

  

d.   investment advisors, or

  

(2)  of any rule or regulation made pursuant to any such law; or

  

j.    loss of confidential information, material or data;

  

k.   loss resulting from voice requests or instructions received over the telephone, provided however, this Section 2.k. shall not apply to INSURING CLAUSE 7. or 9.

      

 

Specific Exclusions -

  

 

3.   This Bond does not directly or indirectly cover:

Applicable To All Insuring Clauses Except Insuring Clause 1.   

 

a.   loss caused by an Employee, provided, however, this Section 3.a. shall not apply to loss covered under INSURING CLAUSE 2. or 3. which results directly from misplacement, mysterious unexplainable disappearance, or damage or destruction of Property;

  

b.   loss through the surrender of property away from premises of the ASSURED as a result of a threat:

  

(1)  to do bodily harm to any natural person, except loss of Property in transit in the custody of any person acting as messenger of the ASSURED, provided that when such transit was initiated there was no knowledge by the ASSURED of any such threat, and provided further that this Section 3.b. shall not apply to INSURING CLAUSE 7., or

  

(2)  to do damage to the premises or Property of the ASSURED;

  

c.   loss resulting from payments made or withdrawals from any account involving erroneous credits to such account;

  

d.   loss involving Items of Deposit which are not finally paid for any reason provided however, that this Section 3.d. shall not apply to INSURING CLAUSE 10.;

  

e.   loss of property while in the mail;

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 12 of 19


Conditions and

Limitations

 

Specific Exclusions - Applicable To All Insuring Clauses Except Insuring Clause 1.

(continued)

  

f.    loss resulting from the failure for any reason of a financial or depository institution, its receiver or other liquidator to pay or deliver funds or other Property to the ASSURED provided further that this Section 3.f. shall not apply to loss of Property resulting directly from robbery, burglary, misplacement, mysterious unexplainable disappearance, damage, destruction or removal from the possession, custody or control of the ASSURED.

  

g.   loss of Property while in the custody of a Transportation Company, provided however, that this Section 3.g. shall not apply to INSURING CLAUSE 3.;

  

h.   loss resulting from entries or changes made by a natural person with authorized access to a Computer System who acts in good faith on instructions, unless such instructions are given to that person by a software contractor or its partner, officer, or employee authorized by the ASSURED to design, develop, prepare, supply, service, write or implement programs for the ASSURED’s Computer System; or

  

i.    loss resulting directly or indirectly from the input of data into a Computer System terminal, either on the premises of the customer of the ASSURED or under the control of such a customer, by a customer or other person who had authorized access to the customer’s authentication mechanism.

      

 

Specific Exclusions -

  

 

4.   This bond does not directly or indirectly cover:

Applicable To All Insuring Clauses Except Insuring Clauses 1., 4., And 5.   

 

a.   loss resulting from the complete or partial non-payment of or default on any loan whether such loan was procured in good faith or through trick, artifice, fraud or false pretenses; provided, however, this Section 4.a. shall not apply to INSURING CLAUSE 8.;

  

b.   loss resulting from forgery or any alteration;

  

c.   loss involving a counterfeit provided, however, this Section 4.c. shall not apply to INSURING CLAUSE 5. or 6.

      

 

Limit Of Liability/Non- Reduction And Non- Accumulation Of Liability

  

 

5.   At all times prior to termination of this Bond, this Bond shall continue in force for the limit stated in the applicable sections of ITEM 2. of the DECLARATIONS, notwithstanding any previous loss for which the COMPANY may have paid or be liable to pay under this Bond provided, however, that the liability of the COMPANY under this Bond with respect to all loss resulting from:

  

a.   any one act of burglary, robbery or hold-up, or attempt thereat, in which no Employee is concerned or implicated, or

  

b.   any one unintentional or negligent act on the part of any one person resulting in damage to or destruction or misplacement of Property, or

  

c.   all acts, other than those specified in a. above, of any one person, or

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 13 of 19


Conditions and

Limitations

 

Limit Of Liability/Non- Reduction And Non- Accumulation Of Liability

(continued)

  

d.   any one casualty or event other than those specified in a., b., or c. above,

 

shall be deemed to be one loss and shall be limited to the applicable LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of the total amount of such loss or losses and shall not be cumulative in amounts from year to year or from period to period.

  

All acts, as specified in c. above, of any one person which

  

i.    directly or indirectly aid in any way wrongful acts of any other person or persons, or

  

ii.   permit the continuation of wrongful acts of any other person or persons

  

whether such acts are committed with or without the knowledge of the wrongful acts of the person so aided, and whether such acts are committed with or without the intent to aid such other person, shall be deemed to be one loss with the wrongful acts of all persons so aided.

      

 

Discovery

  

 

6.   This Bond applies only to loss first discovered by an officer of the ASSURED during the BOND PERIOD. Discovery occurs at the earlier of an officer of the ASSURED being aware of:

  

a.   facts which may subsequently result in a loss of a type covered by this Bond, or

  

b.   an actual or potential claim in which it is alleged that the ASSURED is liable to a third party,

  

regardless of when the act or acts causing or contributing to such loss occurred, even though the amount of loss does not exceed the applicable DEDUCTIBLE AMOUNT, or the exact amount or details of loss may not then be known.

      

 

Notice To Company - Proof - Legal Proceedings Against Company

  

 

7.     a.    The ASSURED shall give the COMPANY notice thereof at the earliest practicable moment, not to exceed sixty (60) days after discovery of loss, in an amount that is in excess of 50% of the applicable DEDUCTIBLE AMOUNT, as stated in ITEM 2. of the DECLARATIONS.

  

b.   The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to, with full particulars within six (6) months after such discovery.

  

c.   Securities listed in a proof of loss shall be identified by certificate or bond numbers, if issued with them.

  

d.   Legal proceedings for the recovery of any loss under this Bond shall not be brought prior to the expiration of sixty (60) days after the proof of loss is filed with the COMPANY or after the expiration of twenty-four (24) months from the discovery of such loss.

  

e.   This Bond affords coverage only in favor of the ASSURED. No claim, suit, action or legal proceedings shall be brought under this Bond by anyone other than the ASSURED.

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 14 of 19


Conditions and

Limitations

 

Notice To Company - Proof - Legal Proceedings   

f.    Proof of loss involving Voice Initiated Funds Transfer Instruction shall include electronic recordings of such instructions.

Against Company   
(continued)   
      

 

Deductible Amount

  

 

8.   The COMPANY shall not be liable under any INSURING CLAUSES of this Bond on account of loss unless the amount of such loss, after deducting the net amount of all reimbursement and/or recovery obtained or made by the ASSURED, other than from any Bond or policy of insurance issued by an insurance company and covering such loss, or by the COMPANY on account thereof prior to payment by the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the DECLARATIONS.

  

There shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company.

      

 

Valuation

  

 

9.   BOOKS OF ACCOUNT OR OTHER RECORDS

  

The value of any loss of Property consisting of books of account or other records used by the ASSURED in the conduct of its business shall be the amount paid by the ASSURED for blank books, blank pages, or other materials which replace the lost books of account or other records, plus the cost of labor paid by the ASSURED for the actual transcription or copying of data to reproduce such books of account or other records.

  

The value of any loss of Property other than books of account or other records used by the ASSURED in the conduct of its business, for which a claim is made shall be determined by the average market value of such Property on the business day immediately preceding discovery of such loss provided, however, that the value of any Property replaced by the ASSURED with the consent of the COMPANY and prior to the settlement of any claim for such Property shall be the actual market value at the time of replacement.

  

In the case of a loss of interim certificates, warrants, rights or other securities, the production of which is necessary to the exercise of subscription, conversion, redemption or deposit privileges, the value of them shall be the market value of such privileges immediately preceding their expiration if said loss is not discovered until after their expiration. If no market price is quoted for such Property or for such privileges, the value shall be fixed by agreement between the parties.

  

OTHER PROPERTY

  

The value of any loss of Property, other than as stated above, shall be the actual cash value or the cost of repairing or replacing such Property with Property of like quality and value, whichever is less.

      

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 15 of 19


Conditions and

Limitations

(continued)

 

Securities Settlement   

10.  In the event of a loss of securities covered under this Bond, the COMPANY may, at its sole discretion, purchase replacement securities, tender the value of the securities in money, or issue its indemnity to effect replacement securities.

  

The indemnity required from the ASSURED under the terms of this Section against all loss, cost or expense arising from the replacement of securities by the COMPANY’S indemnity shall be:

  

a.   for securities having a value less than or equal to the applicable DEDUCTIBLE AMOUNT - one hundred (100%) percent;

  

b.   for securities having a value in excess of the DEDUCTIBLE AMOUNT but within the applicable LIMIT OF LIABILITY - the percentage that the DEDUCTIBLE AMOUNT bears to the value of the securities;

  

c.   for securities having a value greater than the applicable LIMIT OF LIABILITY - the percentage that the DEDUCTIBLE AMOUNT and portion in excess of the applicable LIMIT OF LIABILITY bears to the value of the securities.

  

The value referred to in Section 10.a., b., and c. is the value in accordance with Section 9, Valuation, regardless of the value of such securities at the time the loss under the COMPANY’S indemnity is sustained.

  

The COMPANY is not required to issue its indemnity for any portion of a loss of securities which is not covered by this Bond; however, the COMPANY may do so as a courtesy to the ASSURED and at its sole discretion.

  

The ASSURED shall pay the proportion of the Company’s premium charge for the Company’s indemnity as set forth in Section 10.a., b., and c. No portion of the LIMIT OF LIABILITY shall be used as payment of premium for any indemnity purchased by the ASSURED to obtain replacement securities.

      

 

Subrogation - Assignment - Recovery

  

 

11.  In the event of a payment under this Bond, the COMPANY shall be subrogated to all of the ASSURED’S rights of recovery against any person or entity to the extent of such payment. On request, the ASSURED shall deliver to the COMPANY an assignment of the ASSURED’S rights, title and interest and causes of action against any person or entity to the extent of such payment.

  

Recoveries, whether effected by the COMPANY or by the ASSURED, shall be applied net of the expense of such recovery in the following order:

  

a.   first, to the satisfaction of the ASSURED’S loss which would otherwise have been paid but for the fact that it is in excess of the applicable LIMIT OF LIABILITY,

  

b.   second, to the COMPANY in satisfaction of amounts paid in settlement of the ASSURED’S claim,

  

c.   third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE AMOUNT, and

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 16 of 19


Conditions and

Limitations

 

Subrogation - Assignment – Recovery

(continued)

  

d.   fourth, to the ASSURED in satisfaction of any loss suffered by the ASSURED which was not covered under this Bond.

 

Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a recovery under this section.

      

 

Cooperation Of Assured

  

 

12.  At the COMPANY’S request and at reasonable times and places designated by the COMPANY, the ASSURED shall:

  

a.   submit to examination by the COMPANY and subscribe to the same under oath,

  

b.   produce for the COMPANY’S examination all pertinent records, and

  

c.   cooperate with the COMPANY in all matters pertaining to the loss.

  

The ASSURED shall execute all papers and render assistance to secure to the COMPANY the rights and causes of action provided for under this Bond. The ASSURED shall do nothing after loss to prejudice such rights or causes of action.

      

 

Termination

  

 

13.  If the Bond is for a sole ASSURED, it shall not be terminated unless written notice shall have been given by the acting party to the affected party and to the Securities and Exchange Commission, Washington, D.C., not less than sixty (60) days prior to the effective date of such termination.

  

If the Bond is for a joint ASSURED, it shall not be terminated unless written notice shall have been given by the acting party to the affected party, and by the COMPANY to all ASSURED Investment Companies and to the Securities and Exchange Commission, Washington, D.C., not less than sixty (60) days prior to the effective date of such termination.

  

This Bond will terminate as to any one ASSURED, other than an Investment Company:

  

a.   immediately on the taking over of such ASSURED by a receiver or other liquidator or by State or Federal officials, or

  

b.   immediately on the filing of a petition under any State or Federal statute relative to bankruptcy or reorganization of the ASSURED, or assignment for the benefit of creditors of the ASSURED, or

  

c.   immediately upon such ASSURED ceasing to exist, whether through merger into another entity, disposition of all of its assets or otherwise.

  

The COMPANY shall refund the unearned premium computed at short rates in accordance with the standard short rate cancellation tables if terminated by the ASSURED or pro rata if terminated for any other reason.

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 17 of 19


Conditions and

Limitations

 

Termination

(continued)

  

If any partner, director, trustee, or officer or supervisory employee of an ASSURED not acting in collusion with an Employee learns of any dishonest act committed by such Employee at any time, whether in the employment of the ASSURED or otherwise, whether or not such act is of the type covered under this Bond, and whether against the ASSURED or any other person or entity, the ASSURED:

  

a.   shall immediately remove such Employee from a position that would enable such Employee to cause the ASSURED to suffer a loss covered by this Bond; and

  

b.   within forty-eight (48) hours of learning that an Employee has committed any dishonest act, shall notify the COMPANY, of such action and provide full particulars of such dishonest act.

  

The COMPANY may terminate coverage as respects any Employee sixty (60) days after written notice is received by each ASSURED Investment Company and the Securities and Exchange Commission, Washington, D.C. of its desire to terminate this Bond as to such Employee.

      

 

Other Insurance

  

 

14.  Coverage under this Bond shall apply only as excess over any valid and collectible insurance, indemnity or suretyship obtained by or on behalf of:

  

a.   the ASSURED,

  

b.   a Transportation Company, or

  

c.   another entity on whose premises the loss occurred or which employed the person causing the loss or engaged the messenger conveying the Property involved.

      

 

Conformity

  

 

15.  If any limitation within this Bond is prohibited by any law controlling this Bond’s construction, such limitation shall be deemed to be amended so as to equal the minimum period of limitation provided by such law.

      

 

Change or Modification

  

 

16.  This Bond or any instrument amending or affecting this Bond may not be changed or modified orally. No change in or modification of this Bond shall be effective except when made by written endorsement to this Bond signed by an authorized representative of the COMPANY.

  

If this Bond is for a sole ASSURED, no change or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to the Securities and Exchange Commission, Washington, D.C., by the acting party.

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 18 of 19


Conditions And

Limitations

 

Change or Modification

(continued)

  

If this Bond is for a joint ASSURED, no charge or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment Companies and to the Securities and Exchange Commission, Washington, D.C., by the COMPANY.

 

 

ICAP Bond (5-98)

Form 17-02-1421 (Ed. 5-98)

  

 

Page 19 of 19


Important Notice:

The SEC Requires Proof of Your Fidelity Insurance Policy

Your company is now required to file an electronic copy of your fidelity insurance coverage (Chubb’s ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to rules adopted by the SEC on June 12, 2006.

Chubb is in the process of providing your agent/broker with an electronic copy of your insurance policy as well as instructions on how to submit this proof of fidelity insurance coverage to the SEC. You can expect to receive this information from your agent/broker shortly.

The electronic copy of your policy is provided by Chubb solely as a convenience and does not affect the terms and conditions of coverage as set forth in the paper policy you receive by mail. The terms and conditions of the policy mailed to you, which are the same as those set forth in the electronic copy, constitute the entire agreement between your company and Chubb.

If you have any questions, please contact your agent or broker.

 

 

Form 14-02-12160 (ed. 7/2006)


LOGO

 

 

Chubb Producer Compensation

Practices & Policies

Chubb believes that policyholders should have access to information about Chubb’s practices and policies related to the payment of compensation to brokers and independent agents. You can obtain that information by accessing our website at http://www.chubbproducercompensation.com or by calling the following toll-free telephone number:

1-866-512-2862.

 

ALL-20887a (09/19)

      Page 1 of 1


ENDORSEMENT/RIDER

 

Effective date of

     

this endorsement/rider: June 30, 2023

 

            

 

FEDERAL INSURANCE COMPANY

 

                    

   

 

Endorsement/Rider No. 1

 
   

 

To be attached to and

 
   

form a part of Policy No. 82484952

 

Issued to: METWEST FUNDS; TCW STRATEGIC INCOME FUND, INC.; TCW FUNDS INC

 

 

COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS

It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the coverage provided by this insurance.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

 

 

            

 

LOGO

 

 

                    

   

Authorized Representative

 

 

14-02-9228 (2/2010)

   Page 1   


ENDORSEMENT/RIDER

 

Effective date of

                                         

this endorsement/rider: June 30, 2023

    

FEDERAL INSURANCE COMPANY

 

  
    

Endorsement/Rider No. 2

 

  
    

To be attached to and

  
    

form a part of Bond No. 82484952

  

Issued to: METWEST FUNDS; TCW STRATEGIC INCOME FUND, INC.; TCW FUNDS, INC.

 

 

AUTOMATIC INCREASE IN LIMITS ENDORSEMENT

In consideration of the premium charged, it is agreed that GENERAL AGREEMENTS, Section C. Additional Offices Or Employees-Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities-Notice To Company, is amended by adding the following subsection:

Automatic Increase in Limits for Investment Companies

If an increase in bonding limits is required pursuant to rule 17g-1 of the Investment Company Act of 1940 (“the Act”), due to:

 

(i)

the creation of a new Investment Company, other than by consolidation or merger with, or purchase or acquisition of assets or liabilities of, another institution; or

 

(ii)

an increase in asset size of current Investment Companies covered under this Bond,

then the minimum required increase in limits shall take place automatically without payment of additional premium for the remainder of the BOND PERIOD.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

 

 

            

 

    
LOGO             

 

 

                                         

   

Authorized Representative

 

 

14-02-14098 (04/2008)

   Page 1   


  FEDERAL INSURANCE COMPANY            

 

 

Endorsement No.  3

 

 

Bond Number:       82484952

NAME OF ASSURED:    METWEST FUNDS; TCW STRATEGIC INCOME FUND, INC.; TCW FUNDS INC

 

 

REVISE ITEM 2. ENDORSEMENT

It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and substituting the following:

ITEM 2. LIMITS OF LIABILITY-DEDUCTIBLE AMOUNTS:

If “Not Covered” is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and any other reference to such INSURING CLAUSE in this Bond shall be deemed to be deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1 sustained by any Investment Company.

 

     SINGLE LOSS             DEDUCTIBLE  

INSURING CLAUSE

   LIMIT OF LIABILITY               

AMOUNT

 

1.     Employee

   $ 5,600,000               $ 0  

2.     On Premises

   $ 5,600,000               $ 10,000  

3.     In Transit

   $ 5,600,000               $ 10,000  

4.     Forgery or Alteration

   $ 5,600,000               $ 10,000  

5.     Extended Forgery

   $ 5,600,000               $ 10,000  

6.     Counterfeit Money

   $ 5,600,000               $ 10,000  

7.     Threats to Person

   $ 5,600,000               $ 10,000  

8.     Computer System

   $ 5,600,000               $ 10,000  

9.     Voice Initiated Funds Transfer Instruction

   $ 5,600,000               $ 10,000  

10.   Uncollectible Items of Deposit

   $ 5,600,000               $ 10,000  

11.   Audit Expense

   $ 50,000               $ 5,000  

12. Extended Computer Systems

   $ 5,600,000               $ 10,000  

13. Unauthorized Signature

   $ 5,600,000               $ 10,000  

14. Claims Expense

   $ 50,000               $ 5,000  

15. Stop Payment Order or Refusal

   $ 50,000               $ 5,000  

This Endorsement applies to loss discovered after 12:01 a.m. on June 30, 2023.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

 

Date: July 13, 2023     By   

LOGO

 

     

Authorized Representative

     

 

ICAP Bond

Form 17-02-1582 (Ed. 5-98)

      Page 1            


ENDORSEMENT/RIDER

 

Effective date of

     

                    

this endorsement/rider:  June 30, 2023

  

FEDERAL INSURANCE COMPANY

  
  

 

Endorsement/Rider No.     4

  
  

 

To be attached to and

  
  

form a part of Bond No.     82484952

  

Issued to:  METWEST FUNDS; TCW STRATEGIC INCOME FUND, INC.; TCW FUNDS INC

 

 

FRAUDULENT TRANSFER INSTRUCTIONS ENDORSEMENT

(For use with the ICAP bond)

In consideration of the premium charged, it is agreed that this bond is amended as follows:

 

(1)

The following Insuring Clause is added:

FRAUDULENT TRANSFER INSTRUCTIONS

Loss resulting directly from the ASSURED having, in good faith, transferred money on deposit in a Customer’s account, or a Customer’s Certificated Security or Uncertificated Security, in reliance upon a fraudulent instruction transmitted to the ASSURED via telefacsimile, telephone or electronic mail; provided, however, that:

 

  A.

the fraudulent instruction purports, and reasonably appears, to have originated from:

 

  i.

such Customer, or

 

  ii.

an Employee acting on instructions of such Customer, or

 

  iii.

another financial institution acting on behalf of such Customer with authority to make such instructions; and

 

  B.

the sender of the fraudulent instruction verified the instruction with the password, PIN, or other security code of such Customer; and

 

  C.

the sender was not, in fact, such Customer, was not authorized to act on behalf of such Customer, and was not an Employee; and

 

  D.

the instruction was received by an Employee specifically authorized by the ASSURED to receive and act upon such instructions; and

 

  E.

for any transfer exceeding the amount set forth in paragraph (8) of this endorsement, the ASSURED verified the instructions via a call back to a predetermined telephone number set forth in the ASSURED’s written agreement with such Customer or other verification procedure approved in writing by the COMPANY; and

 

  F.

the ASSURED preserved a contemporaneous record of the call back, if any, and the instruction which verifies use of the authorized password, PIN or other security code of the Customer.

 

(2)

For the purposes of the coverage afforded by this endorsement, the following terms shall have the following meanings:

Certificated Security means a share, participation or other interest in property of, or an enterprise of, the issuer or an obligation of the issuer, which is:

 

  (1)

represented by an instrument issued in bearer or registered form, and

 

  (2)

of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment, and

 

14-02-21330 (10/2014)

   Page 1 of 3


  (3)

either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.

Customer means any individual, corporate partnership, proprietor, trust customer, shareholder or subscriber of an Investment Company which has a written agreement with the ASSURED authorizing the ASSURED to transfer Money on deposit in an account or Certificated Security or Uncertificated Security in reliance upon instructions transmitted to the ASSURED via telefacsimile, telephone or electronic mail to transmit the fraudulent instruction.

Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:

 

  (1)

not represented by an instrument and the transfer of which is registered on books maintained for that purpose by or on behalf of the issuer, and

 

  (2)

of a type commonly dealt in on securities exchanges or markets, and

 

  (3)

either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.

 

(3)

It shall be a condition precedent to coverage under this Insuring Clause that the ASSURED assert any available claims, offsets or defenses against such Customer, any financial institution or any other party to the transaction.

 

(4)

Solely with respect to the Fraudulent Transfer Instruction Insuring Clause, the following Exclusions are added:

 

  A.

Loss resulting directly or indirectly from a fraudulent instruction if the sender, or anyone acting in collusion with the sender, ever had authorized access to such Customer’s password, PIN or other security code; and

 

  B.

Loss resulting directly or indirectly from the fraudulent alteration of an instruction to initiate an automated clearing house (ACH) entry, or group of ACH entries, transmitted as an electronic message, or as an attachment to an electronic message, sent via the internet, unless:

 

  i.

each ACH entry was individually verified via the call back procedure without regard to the amount of the entry; or

 

  ii.

the instruction was formatted, encoded or encrypted so that any altercation in the ACH entry or group of ACH entries would be apparent to the ASSURED.

 

(5)

Solely with respect to the Fraudulent Transfer Instruction Insuring Clause, Exclusion 2.k. is deleted and replaced with the following:

 

  k.

loss resulting from voice requests or instructions received over the telephone, provided however, this Section 2.k. shall not apply to INSURING CLAUSE 7. or 9. or the Fraudulent Transfer Instruction Insuring Clause.

 

(6)

For the purposes of the Fraudulent Transfer Instruction Insuring Clause, all loss or losses involving one natural person or entity, or one group of natural persons or entities acting together, shall be a Single Loss without regard to the number of transfers or the number of instructions involved.

 

(7)

For the purposes of the Fraudulent Transfer Instruction Insuring Clause, the Single Loss Limit of Liability shall be $ 5,600,000. The Deductible Amount shall be $ 10,000.

 

(8)

The amount of any single transfer for which verification via call back will be required is: $ 10,000.

 

14-02-21330 (10/2014)

   Page 2 of 3


The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

 

LOGO

 

                  

Authorized Representative

 

 

14-02-21330 (10/2014)

   Page 3 of 3


 

FEDERAL INSURANCE COMPANY            

 

Endorsement No.: 5

 

Bond Number:       82484952

NAME OF ASSURED: METWEST FUNDS;TCW STRATEGIC INCOME FUND, INC.;TCW FUNDS INC

 

 

AUTOMATED TELEPHONE TRANSACTION ENDORSEMENT

It is agreed that this Bond is amended as follows:

 

1.

By adding the following INSURING CLAUSE:

16.    Automated Telephone System Transaction

 

      

Loss resulting directly from the ASSURED having transferred funds on the faith of any Automated Phone System (APS) Transaction, where the request for such APS Transaction is unauthorized or fraudulent and is made with the intent to deceive. In order for coverage to apply under this INSURING CLAUSE the ASSURED shall maintain and follow all APS Designated Procedures. A single failure of the ASSURED to maintain and follow a particular APS Designated Procedure in a particular APS Transaction will not preclude coverage under this INSURING CLAUSE.

 

2.

By adding to Section 1., Definitions, the following:

r. APS Designated Procedures means all of the following procedures:

 

  (1)

No APS Transaction shall be executed unless the shareholder or unitholder to whose account such an APS Transaction relates has previously elected to APS Transactions. (Election in Application)

 

  (2)

All APS Transactions shall be logged or otherwise recorded and the records shall be retained for at least six (6) months. (Logging)

 

      

Information contained in the records shall be capable of being retrieved and produced within a reasonable time after retrieval of specific information is requested, at a success rate of no less than 85 percent.

 

  (3)

The caller in any request for an APS Transaction, before executing that APS Transaction must enter a personal identification number (PIN), social security number and account number. (Identity Test)

 

      

If the caller fails to enter a correct PIN within three (3) attempts, the caller must not be allowed additional attempts during the same telephone call to enter the PIN. The caller may either be instructed to redial a customer service representative or may be immediately connected to such a representative. (Limited attempts to Enter PIN)

 

ICAP Bond

  

Form 17-02-2345 (Ed. 10-00)

   Page 1


  (4)

A written confirmation of any APS Transaction or change of address shall be mailed to the shareholder or unitholder to whose account such transaction relates, at the record address, by the end of the insured’s next regular processing cycle, but in no event later than five (5) business days following such APS Transaction. (Written Confirmation)

 

  (5)

Access to the equipment which permits the entity receiving the APS Transaction request to process and effect the transaction shall be limited in the following manner: (Access to APS Equipment)

 

  s.

APS Election means any election concerning various account features available to the shareholder or unitholder which is made through the Automated Phone System by means of information transmitted by an individual caller through use of a Automated Phone System. These features include account statements, auto exchange, auto asset builder, automatic withdrawal, dividend/capital gain options, dividend sweep, telephone balance consent and change of address.

 

  t.

APS Exchange means any exchange of shares or units in a registered account of one fund into shares or units in an account with the same tax identification number and same ownership-type code of another fund in the same complex pursuant to exchange privileges of the two funds, which exchange is requested through the Automated Phone System by means of information transmitted by an individual caller through use of an Automated Phone System.

 

  u.

APS Purchase means any purchase of shares or units issued by an Investment Company which is requested through an Automated Phone System.

 

  v.

APS Redemption means any redemption of shares or units issued by an Investment Company which it requested through the telephone by means of information transmitted by an individual caller through use of a Automated Phone System.

 

  w.

APS Transaction means any APS Purchase, APS Redemption, APS Election or APS Exchange.

 

  x.

Automated Phone System means an automated system which receives and converts to executable instructions transmissions through the Automated Phone System through use of a touch-tone keypad or other tone system; and always excluding transmissions from a computer system or part thereof.

 

3.

By adding the following Section after Section 4., Specific Exclusions-Applicable To All Insuring Clauses Except 1., 4., 5.:

 

  Section

4.A.. Specific Exclusion-Applicable to Insuring Clause 16

 

    

This Bond does not directly or indirectly cover under Insuring Clause 16:

 

    

Loss resulting from:

 

  a.

the redemption of shares or units, where the proceeds of such redemption are made payable to other than:

 

  (1)

the shares or units of record,

 

  (2)

a person designated to receive redemption proceeds, or

 

  (3)

a bank account designated to receive redemption proceeds, or

 

  b.

the redemption of shares or units, where the proceeds of such redemption are paid by check mailed to any address, unless such address has either been designated the shareholder or

 

ICAP Bond

  

Form 17-02-2345 (Ed. 10-00)

   Page 2


 

unitholder by voice through an Automated Phone System or in writing, at least thirty (30) days prior to such redemption, or

 

  c.

the redemption of shares or units, where shareholder or unitholder of the ASSURED designated bank account of record.

This Endorsement applies to loss discovered after 12:01 a.m. on June 30, 2023.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

 

Date: July 13, 2023

 

                                                                          

 

By

 

LOGO

 

     

Authorized Representative

 

ICAP Bond

  

Form 17-02-2345 (Ed. 10-00)

   Page 3


  FEDERAL INSURANCE COMPANY            
 

Endorsement No.: 6

 

Bond Number:       82484952

NAME OF ASSURED: METWEST FUNDS;TCW STRATEGIC INCOME FUND, INC.;TCW FUNDS INC

 

 

UNAUTHORIZED SIGNATURE ENDORSEMENT

It is agreed that this Bond is amended as follows:

 

1.

By adding the following INSURING CLAUSE:

 

  13.

Unauthorized Signature

 

      

Loss resulting directly from the ASSURED having accepted, paid or cashed any check or Withdrawal Order made or drawn on or against the account of the ASSURED’S customer which bears the signature or endorsement of one other than a person whose name and signature is on file with the ASSURED as a signatory on such account.

 

      

It shall be a condition precedent to the ASSURED’S right of recovery under this INSURING CLAUSE that the ASSURED shall have on file signatures of all the persons who are signatories on such account.

 

2.

By adding to Section 1., Definitions, the following:

 

  y.

Instruction means a written order to the issuer of an Uncertificated Security requesting that the transfer, pledge or release from pledge of the specified Uncertificated Security be registered.

 

  z.

Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:

 

  (1)

not represented by an instrument and the transfer of which is registered on books maintained for that purpose by or on behalf of the issuer, and

 

  (2)

of a type commonly dealt in on securities exchanges or markets, and

 

  (3)

either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.

 

ICAP Bond

  

Form 17-02-5602 (Ed. 10-03)

   Page 1


  aa.

Withdrawal Order means a non-negotiable instrument, other than an Instruction, signed by a customer of the ASSURED authorizing the ASSURED to debit the customer’s account in the amount of funds stated therein.

This Endorsement applies to loss discovered after 12:01 a.m. on June 30, 2023.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

 

Date: July 13, 2023

 

                                                         

 

By 

 

LOGO

 

     

Authorized Representative

 

ICAP Bond

  

Form 17-02-5602 (Ed. 10-03)

   Page 2


   FEDERAL INSURANCE COMPANY            
  

Endorsement No.: 7

  

Bond Number:       82484952

NAME OF ASSURED: METWEST FUNDS;TCW STRATEGIC INCOME FUND, INC.;TCW FUNDS INC

 

 

EXTENDED COMPUTER SYSTEMS ENDORSEMENT

It is agreed that this Bond is amended as follows:

 

1.

By adding the following INSURING CLAUSE:

 

  12.

Extended Computer Systems

 

  A.

Electronic Data, Electronic Media, Electronic Instruction

Loss resulting directly from:

 

  (1)

the fraudulent modification of Electronic Data, Electronic Media or Electronic Instruction being stored within or being run within any system covered under this INSURING CLAUSE,

 

  (2)

robbery, burglary, larceny or theft of Electronic Data, Electronic Media or Electronic Instructions,

 

  (3)

the acts of a hacker causing damage or destruction of Electronic Data, Electronic Media or Electronic Instruction owned by the ASSURED or for which the ASSURED is legally liable, while stored within a Computer System covered under this INSURING CLAUSE, or

 

  (4)

the damage or destruction of Electronic Data, Electronic Media or Electronic Instruction owned by the ASSURED or for which the ASSURED is legally liable while stored within a Computer System covered under INSURING CLAUSE 12, provided such damage or destruction was caused by a computer program or similar instruction which was written or altered to intentionally incorporate a hidden instruction designed to damage or destroy Electronic Data, Electronic Media, or Electronic Instruction in the Computer System in which the computer program or instruction so written or so altered is used.

 

ICAP2 Bond

Form 17-02-2976 (Ed. 1-02)

      Page 1            


  B.

Electronic Communication

Loss resulting directly from the ASSURED having transferred, paid or delivered any funds or property, established any credit, debited any account or given any value on the faith of any electronic communications directed to the ASSURED, which were transmitted or appear to have been transmitted through:

 

  (1)

an Electronic Communication System,

 

  (2)

an automated clearing house or custodian, or

 

  (3)

a Telex, TWX, or similar means of communication,

directly into the ASSURED’S Computer System or Communication Terminal, and fraudulently purport to have been sent by a customer, automated clearing house, custodian, or financial institution, but which communications were either not sent by said customer, automated clearing house, custodian, or financial institution, or were fraudulently modified during physical transit of Electronic Media to the ASSURED or during electronic transmission to the ASSURED’S Computer System or Communication Terminal.

 

  C.

Electronic Transmission

Loss resulting directly from a customer of the ASSURED, any automated clearing house, custodian, or financial institution having transferred, paid or delivered any funds or property, established any credit, debited any account or given any value on the faith of any electronic communications, purporting to have been directed by the ASSURED to such customer, automated clearing house, custodian, or financial institution initiating, authorizing, or acknowledging, the transfer, payment, delivery or receipt of funds or property, which communications were transmitted through:

 

  (1)

an Electronic Communication System,

 

  (2)

an automated clearing house or custodian, or

 

  (3)

a Telex, TWX, or similar means of communication,

directly into a Computer System or Communication Terminal of said customer, automated clearing house, custodian, or financial institution, and fraudulently purport to have been directed by the ASSURED, but which communications were either not sent by the ASSURED, or were fraudulently modified during physical transit of Electronic Media from the ASSURED or during electronic transmission from the ASSURED’S Computer System or Communication Terminal, and for which loss the ASSURED is held to be legally liable.

 

ICAP2 Bond

  

Form 17-02-2976 (Ed. 1-02)

   Page 2            


2.

By adding to Section 1., Definitions, the following:

 

  bb.

Communication Terminal means a teletype, teleprinter or video display terminal, or similar device capable of sending or receiving information electronically. Communication Terminal does not mean a telephone.

 

  cc.

Electronic Communication System means electronic communication operations by Fedwire, Clearing House Interbank Payment System (CHIPS), Society of Worldwide International Financial Telecommunication (SWIFT), similar automated interbank communication systems, and Internet access facilities.

 

  dd.

Electronic Data means facts or information converted to a form usable in Computer Systems and which is stored on Electronic Media for use by computer programs.

 

  ee.

Electronic Instruction means computer programs converted to a form usable in a Computer System to act upon Electronic Data.

 

  ff.

Electronic Media means the magnetic tape, magnetic disk, optical disk, or any other bulk media on which data is recorded.

 

3.

By adding the following Section after Section 4., Specific Exclusions-Applicable to All INSURING CLAUSES except 1., 4., and 5.:

Section 4.A. Specific Exclusions-Applicable to INSURING CLAUSE 12

This Bond does not directly or indirectly cover:

 

  a.

loss resulting directly or indirectly from Forged, altered or fraudulent negotiable instruments, securities, documents or written instruments used as source documentation in the preparation of Electronic Data;

 

  b.

loss of negotiable instruments, securities, documents or written instruments except as converted to Electronic Data and then only in that converted form;

 

  c.

loss resulting from mechanical failure, faulty construction, error in design, latent defect, wear or tear, gradual deterioration, electrical disturbance, Electronic Media failure or breakdown or any malfunction or error in programming or error or omission in processing;

 

  d.

loss resulting directly or indirectly from the input of Electronic Data at an authorized electronic terminal of an Electronic Funds Transfer System or a Customer Communication System by a person who had authorized access from a customer to that customer’s authentication mechanism; or

 

  e.

liability assumed by the ASSURED by agreement under any contract, unless such liability would have attached to the ASSURED even in the absence of such agreement; or

 

  f.

loss resulting directly or indirectly from:

 

  (1)

written instruction unless covered under this INSURING CLAUSE; or

 

  (2)

instruction by voice over the telephone, unless covered under this INSURING CLAUSE.

 

ICAP2 Bond

  

Form 17-02-2976 (Ed. 1-02)

   Page 3            


4.

By adding to Section 9., Valuation, the following:

Electronic Data, Electronic Media, Or Electronic Instruction

In case of loss of, or damage to, Electronic Data, Electronic Media or Electronic Instruction used by the ASSURED in its business, the COMPANY shall be liable under this Bond only if such items are actually reproduced form other Electronic Data, Electronic Media or Electronic Instruction of the same kind or quality and then for not more than the cost of the blank media and/or the cost of labor for the actual transcription or copying of data which shall have been furnished by the ASSURED in order to reproduce such Electronic Data, Electronic Media or Electronic Instruction subject to the applicable SINGLE LOSS LIMIT OF LIABILITY.

However, if such Electronic Data can not be reproduced and said Electronic Data represents Securities or financial instruments having a value, then the loss will be valued as indicated in the SECURITIES and OTHER PROPERTY paragraphs of this Section.

This Endorsement applies to loss discovered after 12:01 a.m. on June 30, 2023.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

 

Date: July 13, 2023

   

By

 

LOGO

 

      Authorized Representative

 

 

ICAP2 Bond

  

Form 17-02-2976 (Ed. 1-02)

   Page 4            


   FEDERAL INSURANCE COMPANY            
  

Endorsement No.: 8

  

Bond Number:       82484952

NAME OF ASSURED: METWEST FUNDS;TCW STRATEGIC INCOME FUND, INC.;TCW FUNDS INC

 

 

CLAIMS EXPENSE ENDORSEMENT

It is agreed that this Bond is amended as follows:

 

1.

By adding the following INSURING CLAUSE:

 

  14.

Claims Expense

Reasonable expense incurred by the ASSURED, solely for independent firms or individuals to determine the amount of loss where:

 

  (1)

the loss is covered under the Bond, and

 

  (2)

the loss is in excess of the applicable DEDUCTIBLE AMOUNT.

 

2.

Under General Exclusions-Applicable To All Insuring Clauses, Section 2.f. does not apply to loss covered under this INSURING CLAUSE.

This Endorsement applies to loss discovered after 12:01 a.m. on June 30, 2023.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

 

Date: July 13, 2023

   

By

 

LOGO

 

      Authorized Representative

 

ICAP Bond

  

Form 17-02-6282 (Ed. 11-04)

  


   FEDERAL INSURANCE COMPANY                
  

Endorsement No.: 9

  
  

Bond Number:       82484952

  

NAME OF ASSURED: METWEST FUNDS; TCW STRATEGIC INCOME FUND, INC.; TCW FUNDS INC

 

 

STOP PAYMENT ORDER OR REFUSAL TO PAY CHECK ENDORSEMENT

It is agreed that this Bond is amended as follows:

 

1.

By adding the following INSURING CLAUSE:

 

  “15.

Stop Payment Order or Refusal to Pay Check

Loss resulting directly from the ASSURED being legally liable to pay compensatory damages for:

 

  a.

complying or failing to comply with notice from any customer of the ASSURED or any authorized representative of such customer, to stop payment on any check or draft made or drawn upon or against the ASSURED by such customer or by any authorized representative of such customer, or

 

  b.

refusing to pay any check or draft made or drawn upon or against the ASSURED by any customer of the ASSURED or by any authorized representative of such customer.”

 

2.

By adding the following Specific Exclusion:

“Section 4.A. Specific Exclusions – Applicable to INSURING CLAUSE 15

This Bond does not directly or indirectly cover:

 

  a.

liability assumed by the ASSURED by agreement under any contract, unless such liability would have attached to the ASSURED even in the absence of such agreement,

 

  b.

loss arising out of:

 

  (1)

libel, slander, wrongful entry, eviction, defamation, false arrest, false imprisonment, malicious prosecution, assault or battery,

 

  (2)

sickness, disease, physical bodily harm, mental or emotional distress or anguish, or death of any person, or

 

  (3)

discrimination.”

This Endorsement applies to loss discovered after 12:01 a.m. on June 30, 2023.

ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

 

Date: July 13, 2023     By   LOGO
     

Authorized Representative

     

 

ICAP Bond

Form 17-02-2365 (Ed. 10-00)

                  


ENDORSEMENT/RIDER

 

Effective date of

       

this endorsement/rider: June 30, 2023

  

            

 

FEDERAL INSURANCE COMPANY

  

                    

    

 

Endorsement/Rider No.     10

  
    

 

To be attached to and

  
    

form a part of Bond No.     82484952

  

Issued to: METWEST FUNDS; TCW STRATEGIC INCOME FUND, INC.; TCW FUNDS INC

 

 

AMEND DEFINITION OF FORGERY ENDORSEMENT

In consideration of the premium charged, it is agreed that the definition of Forgery set forth in Section 1, Definitions, of the Conditions and Limitations of this bond is deleted and replaced with the following:

Forgery means:

 

(1)

affixing the handwritten signature, or a reproduction of the handwritten signature, of another natural person without authorization and with the intent to deceive; or

 

(2)

affixing the name of an organization as an endorsement to a check without authority and with the intent to deceive.

Provided, however, that a signature which consists in whole or in part of one’s own name signed with or without authority, in any capacity, for any purpose is not a Forgery. An electronic or digital signature is not a reproduction of a handwritten signature or the name of an organization.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

 

 

            

 

     LOGO

 

 

                    

   

Authorized Representative

 

 

14-02-21353 (11/2014)

   Page 1 of 1


ENDORSEMENT/RIDER

 

Effective date of

        

                    

this endorsement/rider: June 30, 2023

  

            

  

FEDERAL INSURANCE COMPANY

  
     

 

Endorsement/Rider No.     11

  
     

 

To be attached to and

  
     

form a part of Policy No.     82484952

  

Issued to: METWEST FUNDS; TCW STRATEGIC INCOME FUND, INC.; TCW FUNDS INC

 

 

DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION ENDORSEMENT

In consideration of the premium charged, it is agreed that this Bond is amended as follows:

 

1.

The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety.

 

2.

The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced with the following:

If this Bond is for a joint ASSURED, no change or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment Companies and the Securities and Exchange Commission, Washington, D.C., by the COMPANY.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Bond shall remain unchanged.

 

 

                             

 

     LOGO

 

 

                                 

    Authorized Representative  

 

17-02-2437 (12/2006) rev.

   Page 1   


AMENDED AND RESTATED JOINT INSURED BOND AGREEMENT

AGREEMENT dated as of June 12, 2023, between Metropolitan West Funds, TCW Strategic Income Fund, Inc. and TCW Funds, Inc.

BACKGROUND

A.    Each of the parties to this Agreement is a management investment company (“Fund”) registered under the Investment company Act of 1940 (the “Act”).

B.    Rule 17g-1 under the Act requires each registered management investment company to provide and maintain in effect a bond against larceny and embezzlement by its officers and employees.

C. Rule 17g-1 authorizes the parties hereto to secure a joint insured bond naming each of them as insureds.

D.    Each of the parties hereto is, or will be, named as an insured on a joint fidelity bond which has a term of one year commencing on or about June 30, 2023.

E.    A majority of the Boards of Directors of the respective parties hereto, who are not “interested persons’ of such party as defined by Section 2(a)(19) of the Act, have given due consideration to all factors relevant to the form, amount and ratable allocation of premiums of such joint insured bonds and each such governing body of the representative parties has approved the terms and amount of the bonds and the portion of the premiums payable by that party hereunder.

F.    Each party has determined that the allocation of the proceeds payable under the joint insured bonds as set forth herein (which takes into account the minimum amount of bond required for each party by Rule 17g-1 if it maintained a single insured bond) is equitable.

G.    Each of the parties now desires to enter into this Agreement, intending to replace the Amended and Restated Joint Insured Bond Agreement dated as of June 13, 2022 among these same parties.

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants contained herein, hereby agree as follows:

1.    Joint Insured Bond. Each party shall maintain in effect a joint fidelity insurance bond(s) (the “Bond”) from a reputable fidelity insurance company, authorized to do business in the place where the Bond is issued, insuring such party against larceny and embezzlement and covering such of its officers and employees who may, singly or jointly with others, have access, directly or indirectly, to its securities or funds. The Bond shall name each party as an insured and shall comply with the requirements for such bonds established by Rule 17g-1.

2.    Ratable Allocation of Premium.

a)    The premium will be allocated ratably among the Funds, provided, however, that should an increase in the Bond be required by reason of an increase in the gross assets of one or more Funds, each party hereto shall pay a share of the increased premium for the increased bond equal to such party’s increase in assets divided by the total increase in assets. With respect to named insureds that may be added to the bonds and this Agreement pursuant to Section 6 hereof subsequent to the inception date of the bonds, any such increases in gross assets for the purpose of this Section 2(a) shall be measured from $0 dollars and prorated from the inception date of coverage under the bonds.

b)    Notwithstanding the provision of Section 2(a), any additional premiums that may become due under any Bond as a result of the addition of a named insured thereunder pursuant to Section 6 hereof, which addition did not require an increase in the amount of any such Bond, shall be payable, with respect to the Funds’ portion of such premium, by the additional named insured.

3.    Ratable Allocation of Proceeds.

a)    If more than one of the parties sustains a single loss (including a loss sustained before the date hereof) for which recovery is received under the Bond, each such party shall receive that portion of the recovery which is sufficient in amount to indemnify that party in full for the loss sustained by it, unless the recovery is inadequate to fully indemnify all such parties sustaining a single loss.


b)    If the recovery is inadequate to fully indemnify all parties sustaining a single loss, the recovery shall be allocated among such parties as follows:

 

  i.

Each such Fund sustaining a loss shall be allocated an amount equal to the lesser of its actual loss or the minimum amount of the fidelity bond which would be required to be maintained by such party under a single insured bond (determined as of the time of the loss in accordance with the provisions of Rule 17g-1).

 

  ii.

The remaining portion of the recovery (if any) shall be allocated to each party sustaining a loss not fully indemnified by the allocation under subparagraph (i) in the same proportion as the portion of each party’s loss which is not fully indemnified bears to the sum of the unindemnified losses of all such parties. If such allocation would result in any party receiving a portion of the recovery in excess of the loss actually sustained by it, the aggregate of such excess portions shall be allocated among the other parties whose losses would not be fully indemnified in the same proportion as the portion of each such party’s loss which is not fully indemnified bears to the sum of all of the unindemnified losses of all such parties. Any allocation in excess of a loss actually sustained by any party shall be reallocated in the same manner.

4.    Claims and Settlements. Each party shall, within five days after the making of any claim under the Bond, provide the other parties with written notice of the amount and nature of such claim. Each party shall, within five days after the receipt thereof, provide the other parties with written notice of the terms of settlement of any claim made under the Bond by such party. In the event that two or more parties shall agree to settlement with the fidelity company of a claim made under the Bond with respect to a single loss, such parties shall, within five days after settlement, provide any other party not a party to such claim with written notice of the amounts to be received by each claiming responsible for filing notices required by paragraph (g) of Rule 17g-1 under the Act shall give and receive any notice required hereby.

5.    Modifications and Amendments. Any party may increase the amount of the Bond. Such party must give written notice thereof to the other parties to this Agreement. If pursuant to Rule 17g-1 any party shall determine that the coverage provided pursuant to this Agreement should otherwise be modified, it shall so notify the other parties hereto, and indicate the nature of the modification which it believes to be appropriate. If, within 45 days of such notice, any necessary amendments to this Agreement shall not have been made and the request for modification shall not have been withdrawn, this Agreement shall terminate with respect to such party (except with respect to losses occurring prior to such termination). Any party may withdraw from this Agreement at any time and cease to be a party hereto (except with respect to losses occurring prior to such withdrawal) by giving written notice to the other parties of such withdrawal. Upon withdrawal, a withdrawing party shall be entitled to receive any portion of any premium rebated by the fidelity company with respect to such withdrawal.

6.    Additional Named Insureds. Any newly created investment company managed by a direct or indirect subsidiary of The TCW Group, Inc., and required to maintain a bond pursuant to Rule 17g-1 may be added as an additional named insured to the Bond and as an additional party to this Agreement upon execution of a Schedule I in the form attached to this Agreement as Exhibit A. Inclusion of such Company as a party to this Agreement shall be effective as of the date such company is added to the Bond as a named insured. No payment of any portion of the initial premiums shall be required of any additional named insured company, it being hereby agreed that any such reimbursement amount due to each of the other parties to this Agreement would be de minimis. Any additional premium due and payable as a result of, or subsequent to, addition of such investment company under the Bond shall be payable pursuant to the provisions of Section 3 hereof.

7.    Governing Law. This Agreement shall be construed in accordance with the laws of the State of California.

8.    No Assignment. This Agreement is not assignable.

9.    Notices. All notices and other communications hereunder shall be in writing and shall be addressed to the appropriate party at 865 South Figueroa Street, Los Angeles, CA 90017.

  Certain of the Funds are comprised of Portfolios. All obligations of any of such respective Funds under this Agreement shall apply only on a Portfolio by Portfolio basis, and the assets of one Portfolio shall not be liable for the obligations of any other Portfolio.


IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the day and year first above written.

 

Metropolitan West Funds

 

/s/ Peter Davidson

Peter Davidson

Vice President and Assistant Secretary

 

TCW Funds, Inc.

 

/s/ Peter Davidson

Peter Davidson

Vice President and Assistant Secretary

 

TCW Strategic Income Fund, Inc.

 

/s/ Peter Davidson

Peter Davidson

Vice President and Assistant Secretary


SCHEDULE I

to

AMENDED AND RESTATED JOINT INSURED BOND AGREEMENT

dated June 12, 2023

For the purpose of obtaining fidelity bond coverage under the joint insured bonds (“Bonds”) maintained by the parties to that certain Amended and Restated Joint Insured Bond Agreement dated June 12, 2023 (“Agreement”), the undersigned hereby certifies to all other parties to such Agreement (“Parties”) as follows:

 

  a)

That it is managed by a direct or indirect subsidiary of The TCW Group, Inc.;

 

  b)

That it is a regulated management investment company required to provide and maintain in effect a fidelity bond against larceny and embezzlement by its officers and employees by Rule 17g-1 under the Investment Company Act of 1940 (the “Act”);

 

  c)

That the company qualifies under the terms of Rule 17g-1 for inclusion as a named insured on the joint insured bonds maintained by the Parties;

 

  d)

That a majority of the Boards of Directors/Trustees/Managing General Partners of the company who are not “interested persons” of such party was defined by Section 2(a)(19) of the Act, have given due consideration to all factors relevant to the form, amount and ratable allocation of premiums of such joint insured bonds, and such governing body has approved the terms and amount of the bonds and the portion of the premiums payable by the company under the Agreement;

 

  e)

That the company has determined that the allocation of the proceeds payable under the joint insured bonds as set forth in the Agreement (which takes into account the minimum amount of bond required for each party by Rule 17g-1 if it maintained a single insured bond) is equitable;

The undersigned hereby requests to be added as a named insured under the Bonds maintained by the Parties and as a Party to the Agreement. The undersigned hereby agrees to be bound by all terms and provisions of the Agreement effective as of the date it is included as a named insured under the Bonds.

Executed as of this 12th day of June, 2023.

 

[FUND NAME]  
BY:      
BY:                       


TCW FUNDS, INC.

TCW STRATEGIC INCOME FUND, INC.

CERTIFICATE OF THE SECRETARY

The undersigned, Peter Davidson, hereby certifies that he is the duly elected Secretary of TCW Funds, Inc. (“TFI”) and TCW Strategic Income Fund, Inc. (“TSI”), and further certifies the following recitals and resolutions were approved and adopted by all the members of the Boards of Directors of TFI and TSI at a meeting held on June 12, 2023, at which a quorum was at all times present, and that such resolutions remain in full force and effect as of the date hereof.

WHEREAS, the Independent Directors have given due consideration to all information deemed reasonably relevant, necessary or appropriate by them regarding fidelity insurance coverage in the form of a joint insured bond (the “New Bond”) for TFI, TSI, and Metropolitan West Funds (“MWF”) issued by Chubb, including, among other things: (i) the value of the aggregate assets of TFI, TSI and MWF to which any covered person (as defined in Rule 17g-1(a) under the 1940 Act) may have access, (ii) the type and terms of the arrangements made for the custody and safekeeping of such assets, (iii) the nature of the securities in TFI’s, TSI’s and MWF’s investment portfolios, (iv) the number of other parties named as insureds under the New Bond, (v) the nature of the business activities of the other parties to the New Bond, (vi) the amount of the New Bond and the premium for such New Bond, (vii) the ratable allocation of the premium among the parties named as insureds, and (viii) the extent to which the share of the premium allocated to each participating fund is less than the premium that fund would have had to pay if it had procured and maintained a single insured bond;

WHEREAS, TFI, TSI, and MWF desire to establish criteria by which the premium for, and recoveries under, the New Bond shall be allocated among the parties; and

WHEREAS, the Boards satisfy the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act.

NOW, THEREFORE, BE IT RESOLVED, that the Boards find that the coverage provided by the New Bond is reasonable and adequate to protect TFI, TSI, and MWF against larceny or embezzlement by any covered persons and approves the amount, type, form and coverage of the New Bond issued by Chubb and naming as insured parties TFI, TSI, and MWF in the aggregate amount of $5,600,000 for the period from June 30, 2023 through June 30, 2024; and

RESOLVED FURTHER, that the Boards hereby determine that the premium of not more than $11,171 for the New Bond (up to $9,809 allocated to MWF, up to $1,328 allocated to TFI and up to $34 allocated to TSI) is fair and reasonable and that the premium be, and it hereby is, ratified and confirmed;

RESOLVED FURTHER, that pursuant to Rule 17g-1 under the 1940 Act, the Boards find that the participation of TFI, TSI, and MWF in the New Bond and payment by each participating fund of its allocated share of the premium for such New Bond is in the best interests of TFI, TSI, and MWF, and is hereby ratified and confirmed by the Boards;

RESOLVED FURTHER, that the officers of TFI, TSI, and MWF are authorized and directed to execute and deliver the Amended and Restated Joint Bond Agreement setting forth the manner of disposition of any recovery received under the New Bond as required by Rule 17g-1(f) under the 1940 Act, in the form submitted to this meeting with such changes as such officers shall, with the advice of counsel, deem appropriate, any such determination to be conclusively evidenced by such execution and delivery;

RESOLVED FURTHER, that the appropriate officers of TFI, TSI, and MWF shall file or cause to be filed a copy of the New Bond, any necessary exhibits, and appropriate notices with the SEC in accordance with Rule 17g-1(g) under the 1940 Act; and

RESOLVED FURTHER, that the officers of TFI, TSI, and MWF be, and each hereby is, authorized and directed to execute such documents, including an insurance agreement among insureds pursuant to Rule 17g-


1(f) under the 1940 Act, with such modifications as the officers, on advice of counsel, shall deem appropriate consistent with the purposes and intent of the Boards, to make any and all payments, and to take such actions as may be necessary or appropriate to carry out the purposes and intent of the preceding resolutions, the execution and delivery of such documents or taking of such actions to be conclusive evidence of the Boards’ approval, and that all actions previously taken by the officers of TFI, TSI, and MWF in connection with the New Bond be, and they hereby are, ratified and confirmed in all respects.

Dated: July 25, 2023

   

    

 

/s/ Peter Davidson

 
     

Peter Davidson

 

                         

     

Vice President and Assistant Secretary

 

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