N-CSRS

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-4980

 

 

TCW Strategic Income Fund, Inc.

(Exact name of registrant as specified in charter)

 

 

865 South Figueroa Street, Suite 1800, Los Angeles, CA 90017

(Address of principal executive offices)

 

 

Patrick W. Dennis, Esq.

Assistant Secretary

865 South Figueroa Street, Suite 1800

Los Angeles, CA 90017

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (213) 244-0000

Date of fiscal year end: December 31

Date of reporting period: June 30, 2014

 

 

 


Item 1. Report to Stockholders.


LOGO

2014 JUNE 30 TCW Strategic Income Fund, Inc. Semi-Annual Report


TCW Strategic Income Fund, Inc.

President’s Letter

 

LOGO

  

David S. DeVito

President, Chief Executive Officer & Director

Dear Valued Shareholder,

TCW is pleased to present the 2014 semi-annual report for the TCW Strategic Income Fund (“TSI” or “Fund”). TSI is a multi-asset class closed-end fund managed by TCW Investment Management Company and is listed on the New York Stock Exchange. We are proud to share the performance results in the table below, and would like to emphasize the Fund’s on-going strength in returns. For the first half of 2014, the Fund returned 6.14% for the TSI shareholder on a price basis and 4.59% on a net asset value “NAV” basis. This has brought annualized price-based performance to over 13% for the trailing three-year period and to over 22% for the trailing five-year period. The Fund has outperformed 90% and 95% of its peer group (the Morningstar Multi-sector Closed-End Fund universe) over these same three and five year periods, respectively. The Fund’s custom benchmark returned 5.61% for the six months ended June 30, 2014. Calculated on the basis of the price returns of the Fund, performance was higher at 6.14%, outperforming the benchmark. This relates to changes in the discount to NAV at which TSI shares traded in 2014. The share discount to NAV began the year at 8.3% and subsequently narrowed to 7.1%, thus increasing the relative returns of the TSI shares as compared with the underlying net asset valuation. Distributions of $0.0728 and $0.0725 were paid in the first two quarters of 2014. The Fund’s current distribution policy is a net investment income-based policy which is to pay quarterly distributions out of the Fund’s accumulated undistributed net investment income and/or other sources.

Fund Performance

 

           Annualized Return as of June 30, 2014  
     YTD     1-Year     3-Year     5-Year     10-Year     Since
3/1/06 (2)
    Since
3/5/87 (3)
 

TSI Price Based Performance

     6.14     6.08     13.14     22.11     14.12     13.08     8.69

TSI NAV Based Performance

     4.59     10.44     12.81     20.71     13.40     11.75     9.20

TSI Custom Benchmark (1)

     5.61     11.91     8.42     10.89     6.89     7.06     N/A   

 

(1) Custom Benchmark Index: 15% S&P 500 with Income, 15% Merrill Lynch Convertible Index, 45% Barclays Capital Aggregate Bond Index, 25% Citi High Yield Cash Pay Index. Past performance is no guarantee of future results. Current performance may be lower or higher than that quoted. The market value and net asset value of the Fund’s shares will fluctuate with market conditions. Returns shown do not reflect the deduction of taxes that a shareholder would pay on the Fund’s distributions. You should not draw any conclusions about the Fund’s performance from the amount of the quarterly distribution or from the terms of the Fund’s distribution policy.
(2) The date on which the Fund’s investment objective changed to a multi-asset class fund. Prior to this date, the Fund primarily invested in convertible securities.
(3) Inception date of the Fund.

While a host of questions surrounded the economic and market outlook in early 2014 as the Federal Reserve (“Fed”) embarked on its long-signaled “taper” of US Treasury and agency mortgage security purchases, what did seem likely was that heady asset valuations and attendant investment returns would subside as the Fed steadily wound down its Quantitative Easing program. Add in a weather-induced GDP contraction (nearly 3% annualized) from the first quarter and it might have been possible to imagine the year-to-date rally in US Treasury issues, but not the continued ascent of other asset valuations.

 

1


President’s Letter (Continued)

 

So, it came as a mild surprise that equities, as measured by the S&P 500 Index, were up more than 5% in the second quarter and more than 7% on a year-to-date basis. Meanwhile, across non-government fixed income sectors, yield spreads continued to tighten, delivering decidedly positive excess returns, particularly in a strong second quarter that saw the Barclays Aggregate Index return 2%, the Barclays High Yield Index gain 2.4% (now 5.5% year-to-date August), and municipal bonds climb more than 5%. Despite the taper, the extent of the US Treasury rally has been significant, with the 10-Year yield down almost 20 basis points (bps) during the second quarter, and down 50 bps since the recent highs around 3% at the end of 2013. While flight-to-quality activity amidst geopolitical tensions and weak growth are possible reasons for the rally, other drivers include the shrinking supply of US Treasuries as the budget deficit has improved and relative attractiveness of US Treasuries compared to other high quality sovereign debt in Europe and Asia.

Revisiting the economic front, undoubtedly, the harsh winter dampened first quarter data, but the effects faded in the second quarter as manufacturing, housing, and employment showed improvements, suggesting the unlikelihood of a recession but still no breakout. Home sales picked up as mortgage rates edged lower and inventory levels improved. Significantly, non-farm payrolls grew by more than 200,000 for five consecutive months (including the recent June print) and the unemployment rate fell to just over 6% in June. Notable in the downward revision to first quarter GDP was a considerable correction to consumer spending due to an overestimate of layouts for health care and insurance as mandated under the Affordable Care Act. It was against this backdrop that the Fed continued to taper asset purchases. Despite tapering, the Fed, along with other major central banks such as the European Central Bank and Bank of Japan, which announced additional stimulus during the second quarter, remained highly accommodative of the continued use of monetary policy to support economic recovery. These actions flooded markets with liquidity and have dampened volatility measures such as the MOVE and VIX, providing the cover for investors looking to reach out the risk spectrum in their ongoing search for yield.

Expectations for the economy remain consistent with the past several quarters, continued expansion with little evidence of an accelerating pace. While the withdrawal of monetary accommodation would typically presage a slowing, the absence of a sustained breakout – in terms of GDP and job growth—since 2008 suggests that the effect has been far more meaningful on asset valuations than the economy. To the contrary, risks accumulated over the prolonged period of stimulus continue to argue for an upward normalization of rates, particularly if inflation appears. As a result, Fund strategy continues to be largely influenced by a view that interest rate pressures will heighten over time and that late-stage credit cycle dynamics such as increased leverage and looser underwriting standards warrant a cautious and selective investment strategy. Interest rate risk is constrained via a shorter-than-Index duration position and credit risk is managed via selective asset allocation across non-government fixed income sectors.

 

2


President’s Letter (Continued)

 

The table below presents the market value exposures of the Fund across a number of sectors at June 30, 2014:

 

Sector

   Value      % of Value  

Residential MBS — Non Agency

   $ 142,836,158         49.6

Asset Backed Securities

     75,870,069         26.3

Corporate Bonds

     26,282,558         9.1

Short Term Investments

     23,507,579         8.2

Residential MBS — Agency

     7,913,816         2.8

Municipal Bonds

     6,987,715         2.4

Commercial MBS — Non Agency

     2,111,823         0.7

Bank Loans

     949,798         0.3

Convertible Preferred Stocks

     855,360         0.3

Common Stocks

     778,847         0.3

Closed-end Fund (1)

     47,371         0.0
  

 

 

    

 

 

 

Total

   $ 288,141,094         100.0
  

 

 

    

 

 

 

S&P 500 Index Futures (Notional) (2)

   $ 19,524,000         6.8

10-Year U.S. Treasury Note Futures (Notional) (3)

     1,251,719      

 

(1) With exposure to municipal bonds.
(2) Unrealized gain, $96,571.
(3) Unrealized gain, $4,981.

The Fund retains a favorable view on non-agency residential mortgage-backed securities (“MBS”) representing approximately 50% of the Fund’s assets, particularly among floating rate issues which generally offer better total return potential and protection from higher interest rates. Asset-backed securities (“ABS”) continue to represent a relative overweight at 26% of the Fund, with security selection focused on non-traditional ABS collateral types such as student loans. The Fund’s emphasis among commercial MBS has shifted to agency-backed issues with some exposure to super-senior tranches of seasoned and de-levered non-agency commercial MBS. Corporate credit has become marginally less attractive with leverage rising and yield spreads narrowing, thus informing an underweight, particularly among industrial credits. However, financials and utilities remain relatively attractive as both are somewhat protected from increasing leverage due to regulatory oversight. Outside of the investment grade space, bank loans and high yield corporate bonds represent a modest allocation, with a tilt toward issues that are higher in the capital structure and have shorter durations to reduce exposure to interest rate volatility.

TSI’s equity exposure is currently implemented with long positions in S&P 500 Index futures and finished the period at approximately 6.8%. Management intends to gradually decrease this exposure should equity valuations rise further; alternatively, a meaningful correction in equity prices might lead to an increase in the equity allocation.

Modest leverage can be utilized by the Fund through a Line of Credit facility. The Fund does not currently use any of the available $70 million commitment. The use of leverage has been accretive to returns in recent years owing to the general lowering of market rates. However, this may not always be a positive and management has reduced the use of leverage in the Fund. For example, should rates rise or credit or mortgage spreads widen, management’s expectation is that the NAV of the Fund could be adversely impacted.

 

 

3


 

President’s Letter (Continued)

   

 

Our expectations for the remainder of 2014 are for continued slow economic growth with periods of ongoing market volatility. Management is concerned that risk markets may be vulnerable to higher levels of volatility in 2014 and hence management is (1) not actively utilizing leverage, (2) tapering the Fund’s use of credit and high yield instruments, and (3) maintaining a substantial underweight to equity exposure compared to the TSI custom benchmark with equity exposure of 7%, approximately half of the TSI custom benchmark 15% equity allocation.

We greatly appreciate your investment in the Fund and your continuing support of TCW. In the event that you have any additional questions or comments, I invite you to visit our website at www.tcw.com or call our shareholder services department at 1-866-227-8179.

Sincerely,

 

LOGO

David S. DeVito

President, Chief Executive Officer and Director

 

4


TCW Strategic Income Fund, Inc.

 

Schedule of Investments (Unaudited)

June 30, 2014

 

Principal

Amount

       Fixed Income Securities    Value  
    

Asset-Backed Securities (26.8% of Net Assets)

  
$ 1,130,000        

321 Henderson Receivables LLC, (13-3A-B), (144A), 5.54%, due 01/15/75 (1)

   $ 1,223,849   
  982,708        

AABS, Ltd., (13-1-B), 6.15%, due 01/10/38 (2)

     997,433   
  718,739        

AMUR Finance I LLC, (2012-B), 11%, due 11/21/17

     718,736   
  1,150,000        

AMUR Finance I LLC, (2013-1), 10%, due 01/25/22

     1,149,995   
  1,143,119        

AMUR Finance I LLC, (2013-2), 10%, due 03/20/24

     1,143,114   
  500,000        

ARES XXVI CLO, Ltd., (13-1A-C), (144A), 2.977%, due 04/15/25 (1)(2)

     485,582   
  180,621        

Axis Equipment Finance Receivables LLC, (12-1I-D), 5.5%, due 11/20/15

     181,161   
  275,000        

Axis Equipment Finance Receivables LLC, (12-1I-E1), 6.25%, due 04/20/16

     276,298   
  425,000        

Axis Equipment Finance Receivables LLC, (12-1I-E2), 7%, due 03/20/17

     420,751   
  1,200,000        

Babson CLO, Ltd., (13-IA-A), (144A), 1.328%, due 04/20/25 (1)(2)

     1,189,985   
  1,150,000        

Babson CLO, Ltd., (14-IA-A1), (144A), 1.72%, due 07/12/25 (1)(2)

     1,150,669   
  1,307,681        

Bayview Commercial Asset Trust, (03-2-A), (144A), 0.732%, due 12/25/33 (1)(2)

     1,240,108   
  1,078,548        

Bayview Commercial Asset Trust, (04-1-A), (144A), 0.512%, due 04/25/34 (1)(2)

     1,017,677   
  965,488        

Bayview Commercial Asset Trust, (04-2-A), (144A), 0.582%, due 08/25/34 (1)(2)

     911,185   
  471,988        

Bayview Commercial Asset Trust, (04-3-A1), (144A), 0.522%, due 01/25/35 (1)(2)

     439,061   
  1,586,296        

Bayview Commercial Asset Trust, (05-2A-A1), (144A), 0.462%, due 08/25/35 (1)(2)

     1,443,011   
  1,705,509        

Bayview Commercial Asset Trust, (05-4A-A1), (144A), 0.452%, due 01/25/36 (1)(2)

     1,551,266   
  1,358,061        

Bayview Commercial Asset Trust, (06-4A-A1), (144A), 0.382%, due 12/25/36 (1)(2)

     1,183,890   
  1,000,000        

Bayview Commercial Asset Trust, (06-SP1-M1), (144A), 0.602%, due 04/25/36 (1)(2)

     874,636   
  1,008,815        

Bayview Commercial Asset Trust, (07-2A-A1), (144A), 0.422%, due 07/25/37 (1)(2)

     863,164   
  646,455        

Bayview Commercial Asset Trust, (07-3-A1), (144A), 0.392%, due 07/25/37 (1)(2)

     562,304   
  690,000        

Bayview Commercial Asset Trust, (08-4-A3), (144A), 2.902%, due 07/25/38 (1)(2)

     673,209   
  600,000        

Blue Hill CLO, Ltd., (13-1A-C1), (144A), 3.227%, due 01/15/26 (1)(2)

     594,781   
  1,100,000        

BlueMountain CLO, Ltd., (13-1A-A1), (144A), 1.424%, due 05/15/25 (1)(2)

     1,092,473   
  2,200,000        

Brazos Higher Education Authority, Inc., (10-1-A2), 1.427%, due 02/25/35 (2)(3)

     2,274,000   
  1,100,000        

Cent CLO 19 LP, (13-19A-A1A), (144A), 1.557%, due 10/29/25 (1)(2)

     1,096,507   
  1,270,118        

CIT Education Loan Trust, (07-1-A), (144A), 0.323%, due 03/25/42 (1)(2)

     1,189,426   
  257,292        

Cronos Containers Program, Ltd., (12-1A-A), (144A), 4.21%, due 05/18/27 (1)

     257,712   
  330,000        

Cronos Containers Program, Ltd., (12-2A-A), (144A), 3.81%, due 09/18/27 (1)

     334,217   
  1,150,000        

Dryden XXVI Senior Loan Fund, (13-26A-A), (144A), 1.327%, due 07/15/25 (1)(2)

     1,137,340   
  500,000        

Dryden XXVIII Senior Loan Fund, (13-28A-A3L), (144A), 2.924%, due 08/15/25 (1)(2)

     490,027   
  1,260,000        

Education Loan Asset-Backed Trust I, (13-1-A2), (144A), 0.952%, due 04/26/32 (1)(2)

     1,263,463   
  675,000        

EFS Volunteer LLC, (10-1-A2), (144A), 1.089%, due 10/25/35 (1)(2)

     671,860   
  1,500,000        

EFS Volunteer No 2 LLC, (12-1-A2), (144A), 1.5%, due 03/25/36 (1)(2)

     1,538,977   
  2,702,187        

GCO Education Loan Funding Trust, (06-2AR-A1RN), (144A), 0.8%, due 08/27/46 (1)(2)

     2,607,612   
  516,693        

GE Business Loan Trust, (03-2A-A), (144A), 0.522%, due 11/15/31 (1)(2)

     491,367   
  250,247        

GE Business Loan Trust, (04-1-A), (144A), 0.442%, due 05/15/32 (1)(2)

     241,711   
  392,717        

GE Business Loan Trust, (04-2A-A), (144A), 0.372%, due 12/15/32 (1)(2)

     377,329   
  738,260        

GE Business Loan Trust, (05-1A-A3), (144A), 0.402%, due 06/15/33 (1)(2)

     706,751   
  682,777        

GE Business Loan Trust, (05-2A-A), (144A), 0.392%, due 11/15/33 (1)(2)

     652,839   
  441,256        

Goal Capital Funding Trust, (06-1-B), 0.677%, due 08/25/42 (2)

     405,608   
  1,175,000        

GoldenTree Loan Opportunities VII, Ltd., (13-7A-A), (144A), 1.379%, due 04/25/25 (1)(2)

     1,163,976   
  1,200,000        

GoldenTree Loan Opportunities VIII, Ltd., (14-8A-A), (144A), 1.679%, due 04/19/26 (1)(2)

     1,200,824   
  568,228        

Higher Education Funding I, (14-1-A), (144A), 1.277%, due 05/25/34 (1)(2)

     569,396   
  1,200,000        

ING Investment Management CLO, Ltd., (13-2A-A1), (144A), 1.379%, due 04/25/25 (1)(2)

     1,185,898   
  270,000        

ING Investment Management CLO, Ltd., (14-1A-A1), (144A), 1.769%, due 04/18/26 (1)(2)

     269,942   
  1,016,600        

KKR Financial CLO, Ltd., (05-1A-B), (144A), 0.678%, due 04/26/17 (1)(2)

     1,010,756   

 

See accompanying notes to financial statements.

 

5


TCW Strategic Income Fund, Inc.

 

Schedule of Investments (Unaudited) (Continued)

 

Principal

Amount

       Fixed Income Securities    Value  
    

Asset-Backed Securities (Continued)

  
$ 542,250        

Leaf II Receivables Funding LLC, (13-1-E2), (144A), 6%, due 09/15/21 (1)

   $ 516,439   
  1,109,092        

MAPS CLO Fund II, Ltd., (07-2A-A1), (144A), 0.468%, due 07/20/22 (1)(2)

     1,079,679   
  1,350,000        

National Collegiate Master Student Loan Trust I, (02-2-AR10), (144A), 3.652%,
due 11/01/42 
(1)(2)

     1,350,000   
  912,771        

National Collegiate Student Loan Trust, (06-3-A3), 0.302%, due 10/25/27 (2)

     901,167   
  650,000        

National Collegiate Student Loan Trust, (07-4-A2A3), 3.653%, due 12/26/25 (2)

     647,292   
  575,000        

Nelnet Student Loan Trust, (14-4A-A2), (144A), 1.099%, due 11/25/43 (1)(2)

     577,426   
  1,200,000        

Nomad CLO, Ltd., (13-1A-A1), (144A), 1.427%, due 01/15/25 (1)(2)

     1,191,286   
  2,200,000        

North Carolina State Education Assistance Authority, (11-1-A3), 1.129%,
due 10/25/41
(2)(3)

     2,206,657   
  570,000        

Octagon Investment Partners XVIII, Ltd., (13-1A-B), (144A), 2.975%, due 12/16/24 (1)(2)

     555,590   
  947,134        

Peachtree Finance Co. LLC, (2005-B-A), (144A), 4.71%, due 04/15/48 (1)

     987,700   
  1,000,000        

Scholar Funding Trust, (12-B-A2), (144A), 1.25%, due 03/28/46 (1)(2)

     1,026,859   
  623,467        

SLC Student Loan Trust, (04-1-B), 0.514%, due 08/15/31 (2)

     563,663   
  512,742        

SLC Student Loan Trust, (05-2-B), 0.511%, due 03/15/40 (2)

     462,153   
  725,844        

SLC Student Loan Trust, (06-1-B), 0.441%, due 03/15/39 (2)

     648,010   
  1,000,000        

SLC Student Loan Trust, (06-2-A5), 0.331%, due 09/15/26 (2)(3)

     982,382   
  2,600,000        

SLM Private Credit Student Loan Trust, (04-A-A3), 0.631%, due 06/15/33 (2)(3)

     2,486,349   
  2,500,000        

SLM Private Credit Student Loan Trust, (04-B-A3), 0.561%, due 03/15/24 (2)(3)

     2,342,887   
  2,300,000        

SLM Student Loan Trust, (03-11-A6), (144A), 0.981%, due 12/15/25 (1)(2)

     2,300,662   
  634,693        

SLM Student Loan Trust, (04-2-B), 0.699%, due 07/25/39 (2)

     592,621   
  660,309        

SLM Student Loan Trust, (05-4-B), 0.409%, due 07/25/40 (2)

     593,443   
  715,284        

SLM Student Loan Trust, (05-9-B), 0.529%, due 01/25/41 (2)

     654,812   
  1,400,000        

SLM Student Loan Trust, (06-2-A6), 0.399%, due 01/25/41 (2)(3)

     1,297,236   
  1,400,000        

SLM Student Loan Trust, (06-8-A6), 0.389%, due 01/25/41 (2)

     1,273,609   
  217,555        

SLM Student Loan Trust, (07-6-B), 1.079%, due 04/27/43 (2)

     198,840   
  150,000        

SLM Student Loan Trust, (07-7-B), 0.979%, due 10/25/28 (2)

     138,969   
  135,588        

SLM Student Loan Trust, (07-8-B), 1.229%, due 04/27/43 (2)

     127,091   
  225,000        

SLM Student Loan Trust, (08-2-B), 1.429%, due 01/25/29 (2)

     206,610   
  225,000        

SLM Student Loan Trust, (08-3-B), 1.429%, due 04/25/29 (2)

     208,538   
  225,000        

SLM Student Loan Trust, (08-4-B), 2.079%, due 04/25/29 (2)

     225,085   
  225,000        

SLM Student Loan Trust, (08-5-B), 2.079%, due 07/25/29 (2)

     231,368   
  225,000        

SLM Student Loan Trust, (08-6-B), 2.079%, due 07/25/29 (2)

     225,040   
  225,000        

SLM Student Loan Trust, (08-7-B), 2.079%, due 07/25/29 (2)

     226,767   
  225,000        

SLM Student Loan Trust, (08-8-B), 2.479%, due 10/25/29 (2)

     234,669   
  225,000        

SLM Student Loan Trust, (08-9-B), 2.479%, due 10/25/29 (2)(3)

     238,180   
  675,000        

Sound Point CLO, Ltd., (12-1A-C), (144A), 3.528%, due 10/20/23 (1)(2)

     675,056   
  899,777        

Structured Receivables Finance LLC, (10-A-B), (144A), 7.614%, due 01/16/46 (1)

     1,082,573   
  500,000        

Structured Receivables Finance LLC, (10-B-B), (144A), 7.97%, due 08/15/36 (1)

     621,763   
  1,500,000        

Student Loan Consolidation Center, (02-2-B2), (144A), 1.649%, due 07/01/42 (1)(2)

     1,156,746   
  700,000        

Symphony CLO, Ltd., (12-9A-C), (144A), 3.479%, due 04/16/22 (1)(2)

     700,065   
  256,667        

TAL Advantage I LLC, (06-1A-NOTE), (144A), 0.375%, due 04/20/21 (1)(2)

     254,106   
  605,720        

Trinity Rail Leasing LP, (06-1A-A1), (144A), 5.9%, due 05/14/36 (1)

     665,977   
  85,417        

Triton Container Finance LLC, (07-1A-NOTE), (144A), 0.29%, due 02/26/19 (1)(2)

     85,232   
  605,347        

Vermont Student Assistance Corp., (12-1-A), 0.851%, due 07/28/34 (2)(3)

     607,596   
       

 

 

 
    

Total Asset-Backed Securities (Cost: $78,669,546)

     75,870,069   
       

 

 

 

 

See accompanying notes to financial statements.

 

6


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Principal

Amount

       Fixed Income Securities    Value  
    

Collateralized Mortgage Obligations (53.9%)

  
    

Commercial Mortgage-Backed Securities — Non-Agency (0.7%)

  
$ 1,972,403        

DBRR Trust, (11-LC2-AC4), (144A), 4.537%, due 07/12/44 (1)(2)

   $ 2,111,823   
       

 

 

 
    

Residential Mortgage-Backed Securities — Agency (2.8%)

  
  335,640        

Federal Home Loan Mortgage Corp., (1673-SD), 13.854%, due 02/15/24(I/F) (PAC) (2)

     426,722   
  724,745        

Federal Home Loan Mortgage Corp., (1760-ZD), 2.07%, due 02/15/24 (2)(3)

     734,251   
  235,424        

Federal Home Loan Mortgage Corp., (2990-JK), 21.397%, due 03/15/35(I/F) (2)(3)

     329,164   
  5,964,957        

Federal Home Loan Mortgage Corp., (3122-SG), 5.478%,
due 03/15/36(I/O) (I/F) (TAC) (PAC)
(2)(3)

     923,816   
  2,171,691        

Federal Home Loan Mortgage Corp., (3239-SI), 6.498%,
due 11/15/36(I/O) (I/F) (PAC)
(2)(3)

     356,841   
  1,275,116        

Federal Home Loan Mortgage Corp., (3323-SA), 5.958%, due 05/15/37(I/O) (I/F) (2)(3)

     162,174   
  922,910        

Federal Home Loan Mortgage Corp., (3459-JS), 6.098%, due 06/15/38(I/O) (I/F) (2)(3)

     106,440   
  4,206,752        

Federal Home Loan Mortgage Corp., (4030-HS), 6.458%, due 04/15/42(I/O) (I/F) (2)(3)

     736,922   
  6,206,565        

Federal National Mortgage Association, (04-53-QV), 1.59%, due 02/25/34(I/O) (I/F) (2)(3)

     215,626   
  813,545        

Federal National Mortgage Association, (07-42-SE), 5.958%, due 05/25/37(I/O) (I/F) (2)(3)

     109,078   
  5,950,777        

Federal National Mortgage Association, (07-48-SD), 5.948%, due 05/25/37(I/O) (I/F) (2)(3)

     902,814   
  1,094,273        

Federal National Mortgage Association, (09-69-CS), 6.598%, due 09/25/39(I/O) (I/F) (2)(3)

     157,446   
  5,793,326        

Government National Mortgage Association, (06-35-SA), 6.447%,
due 07/20/36(I/O) (I/F) 
(2)(3)

     918,904   
  10,328,408        

Government National Mortgage Association, (06-61-SA), 4.597%,
due 11/20/36(I/O) (I/F) (TAC)
(2)(3)

     1,016,948   
  6,152,568        

Government National Mortgage Association, (08-58-TS), 6.247%,
due 05/20/38(I/O) (I/F) (TAC)
(2)(3)

     816,670   
       

 

 

 
    

Total Residential Mortgage-Backed Securities — Agency

     7,913,816   
       

 

 

 
    

Residential Mortgage-Backed Securities — Non-Agency (50.4%)

  
  1,894,938        

ACE Securities Corp., (06-ASP3-A2C), 0.302%, due 06/25/36 (2)

     1,572,067   
  1,942,451        

ACE Securities Corp., (07-ASP1-A2C), 0.412%, due 03/25/37 (2)

     1,159,625   
  1,890,333        

Adjustable Rate Mortgage Trust, (05-4-6A22), 2.891%, due 08/25/35 (2)

     753,770   
  1,091,284        

Adjustable Rate Mortgage Trust, (06-1-2A1), 3.033%, due 03/25/36 (2)(4)

     827,670   
  1,910,162        

Asset-Backed Funding Certificates, (05-HE2-M2), 0.902%, due 06/25/35 (2)

     1,867,498   
  3,000,000        

Asset-Backed Securities Corp. Home Equity, (06-HE3-A5), 0.42%, due 03/25/36 (2)

     2,271,489   
  3,100,000        

Asset-Backed Securities Corp. Home Equity, (07-HE1-A4), 0.29%, due 12/25/36 (2)

     2,328,570   
  1,214,916        

Banc of America Alternative Loan Trust, (05-10-1CB1), 0.552%, due 11/25/35 (2)

     945,151   
  1,399,800        

Banc of America Funding Trust, (06-3-4A14), 6%, due 03/25/36

     1,407,796   
  998,579        

Banc of America Funding Trust, (06-3-5A3), 5.5%, due 03/25/36

     962,285   
  774,346        

BCAP LLC Trust, (09-RR4-1A1), (144A), 9.5%, due 06/26/37 (1)

     815,154   
  898,270        

BCAP LLC Trust, (10-RR11-3A2), (144A), 2.705%, due 06/27/36 (1)(2)

     901,438   
  1,124,842        

BCAP LLC Trust, (11-RR3-1A5), (144A), 2.7%, due 05/27/37 (1)(2)

     1,125,845   
  1,713,391        

BCAP LLC Trust, (11-RR3-5A3), (144A), 5.094%, due 11/27/37 (1)(2)

     1,661,964   
  825,543        

BCAP LLC Trust, (11-RR4-1A3), (144A), 2.86%, due 03/26/36 (1)(2)

     804,268   
  916,984        

BCAP LLC Trust, (11-RR5-1A3), (144A), 2.53%, due 03/26/37 (1)(2)

     903,946   
  613,893        

BCAP LLC Trust, (11-RR5-2A3), (144A), 1.937%, due 06/26/37 (1)(2)

     619,878   
  1,424,759        

Bear Stearns Adjustable Rate Mortgage Trust, (07-4-22A1), 5.062%, due 06/25/47 (2)(4)

     1,303,680   

 

See accompanying notes to financial statements.

 

7


TCW Strategic Income Fund, Inc.

 

Schedule of Investments (Unaudited) (Continued)

 

Principal

Amount

       Fixed Income Securities    Value  
    

Collateralized Mortgage Obligations (Continued)

  
    

Residential Mortgage-Backed Securities — Non-Agency (Continued)

  
$ 966,695        

Bear Stearns Asset-Backed Securities Trust, (05-AC6-1A3), 5.5%, due 09/25/35 (2)

   $ 1,008,940   
  863,148        

Bear Stearns Asset-Backed Securities Trust, (06-IM1-A1), 0.382%, due 04/25/36 (2)(4)

     736,686   
  455,990        

Centex Home Equity Loan Trust, (05-A-AF5), 5.28%, due 01/25/35

     472,629   
  3,100,000        

Centex Home Equity Loan Trust, (06-A-AV4), 0.402%, due 06/25/36 (2)

     2,781,097   
  3,166,848        

Citigroup Mortgage Loan Trust, Inc., (05-8-1A1A), 2.549%, due 10/25/35 (2)

     2,717,323   
  2,129,501        

CitiMortgage Alternative Loan Trust, (06-A3-1A7), 6%, due 07/25/36 (4)

     1,884,898   
  1,224,213        

CitiMortgage Alternative Loan Trust, (06-A5-1A8), 6%, due 10/25/36 (4)

     1,082,672   
  486,891        

Conseco Finance Securitizations Corp., (01-4-A4), 7.36%, due 08/01/32

     545,225   
  1,200,000        

Countryplace Manufactured Housing Contract Trust, (07-1-A4), (144A), 5.846%,
due 07/15/37
(1)(2)

     1,208,839   
  1,473,175        

Countrywide Asset-Backed Certificates, (07-13-2A1), 1.052%, due 10/25/47 (2)

     1,290,964   
  1,981,397        

Countrywide Home Loans, (04-HYB4-B1), 2.499%, due 09/20/34 (2)

     127,334   
  64,531,672        

Countrywide Home Loans, (06-14-X), 0.289%, due 09/25/36(I/O) (2)(3)(5)

     664,031   
  2,598,619        

Countrywide Home Loans, (06-HYB2-1A1), 2.73%, due 04/20/36 (2)(4)

     1,842,359   
  656,983        

Credit Suisse First Boston Mortgage Securities Corp., (04-AR5-11A2), 0.892%,
due 06/25/34
(2)(3)

     646,238   
  2,197,013        

Credit Suisse First Boston Mortgage Securities Corp., (05-12-1A1), 6.5%,
due 01/25/36
(4)

     1,757,380   
  1,379,487        

Credit Suisse Mortgage Capital Certificates, (06-6-1A8), 6%, due 07/25/36 (4)

     1,131,723   
  1,074,372        

Credit-Based Asset Servicing and Securitization LLC, (03-CB3-AF1), 3.379%,
due 12/25/32

     1,049,008   
  1,964,074        

Credit-Based Asset Servicing and Securitization LLC, (06-CB1-AF2), 5.236%,
due 01/25/36

     1,441,926   
  3,272,848        

Credit-Based Asset Servicing and Securitization LLC, (06-CB2-AF2), 5.501%,
due 12/25/36

     2,215,064   
  1,190,529        

Credit-Based Asset Servicing and Securitization LLC, (07-CB2-A2B), 5.505%,
due 02/25/37

     883,432   
  1,903,079        

Credit-Based Asset Servicing and Securitization LLC, (07-CB3-A3), 4.211%,
due 03/25/37

     1,167,432   
  3,875,070        

Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, (06-AB2-A2), 6.16%,
due 06/25/36
(2)(4)

     3,225,975   
  1,599,240        

Deutsche Alt-A Securities, Inc. Mortgage Loan Trust, (06-AR6-A6), 0.342%,
due 02/25/37
(2)(4)

     1,198,697   
  1,195,000        

Deutsche Mortgage Securities, Inc. REMIC Trust, (10-RS2-A3), (144A), 3.991%,
due 06/28/47
(1)(2)

     1,211,497   
  416,177        

DSLA Mortgage Loan Trust, (06-AR2-2A1A), 0.462%, due 10/19/36 (2)

     352,978   
  1,666,480        

First Franklin Mortgage Loan Asset-Backed Certificates, (06-FF13-A2C), 0.312%,
due 10/25/36
(2)

     1,353,357   
  2,154,937        

First Franklin Mortgage Loan Asset-Backed Certificates, (06-FF18-A2D), 0.362%,
due 12/25/37
(2)

     1,334,421   
  1,293,703        

First Horizon Alternative Mortgage Securities Trust, (05-AA10-2A1), 2.246%,

due 12/25/35 (2)

     1,148,075   
  1,429,431        

Green Tree, (08-MH1-A2), (144A), 8.97%, due 04/25/38 (1)(2)

     1,550,595   
  607,524        

Green Tree, (08-MH1-A3), (144A), 8.97%, due 04/25/38 (1)(2)

     653,118   
  649,308        

Green Tree Financial Corp., (96-6-M1), 7.95%, due 09/15/27

     723,992   

 

See accompanying notes to financial statements.

 

8


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Principal

Amount

       Fixed Income Securities    Value  
    

Collateralized Mortgage Obligations (Continued)

  
    

Residential Mortgage-Backed Securities — Non-Agency (Continued)

  
$ 906,018        

Green Tree Financial Corp., (96-7-M1), 7.7%, due 09/15/26 (2)

   $ 976,848   
  608,717        

Green Tree Financial Corp., (97-3-A5), 7.14%, due 03/15/28

     652,775   
  252,352        

Green Tree Financial Corp., (97-3-A7), 7.64%, due 03/15/28 (2)

     272,474   
  617,510        

Green Tree Financial Corp., (98-3-A6), 6.76%, due 03/01/30 (2)

     658,008   
  709,350        

Green Tree Financial Corp., (98-4-A5), 6.18%, due 04/01/30

     734,200   
  606,584        

Green Tree Financial Corp., (98-4-A6), 6.53%, due 04/01/30 (2)

     634,926   
  642,301        

Green Tree Financial Corp., (98-4-A7), 6.87%, due 04/01/30 (2)

     684,978   
  426,429        

Greenpoint Manufactured Housing, (99-5-A5), 7.82%, due 12/15/29 (2)

     437,203   
  153,505        

Greenpoint Mortgage Funding Trust, (05-HE4-1A1), 0.592%, due 07/25/30 (2)

     151,581   
  2,294,478        

GSAA Home Equity Trust, (06-13-AF6), 6.04%, due 07/25/36

     1,511,808   
  1,581,026        

GSAMP Trust, (06-FM3-A2C), 0.352%, due 11/25/36 (2)

     891,931   
  1,022,762        

GSC Capital Corp. Mortgage Trust, (06-2-A1), 0.332%, due 05/25/36 (2)(4)

     732,025   
  920,945        

GSR Mortgage Loan Trust, (05-AR3-6A1), 2.613%, due 05/25/35 (2)

     869,179   
  967,311        

HSI Asset Loan Obligation Trust, (07-2-2A12), 6%, due 09/25/37

     936,353   
  1,000,000        

HSI Asset Securitization Corp. Trust, (06-OPT2-2A4), 0.442%, due 01/25/36 (2)

     951,961   
  3,412,492        

IndyMac INDX Mortgage Loan Trust, (04-AR6-5A1), 2.523%, due 10/25/34 (2)

     3,253,600   
  1,530,653        

IndyMac INDX Mortgage Loan Trust, (05-AR19-A1), 4.752%, due 10/25/35 (2)(4)

     1,331,008   
  3,094,016        

IndyMac INDX Mortgage Loan Trust, (06-AR13-A4X), 4.035%, due 07/25/36(I/O) (2)(5)

     110,727   
  2,208,789        

IndyMac INDX Mortgage Loan Trust, (07-AR5-2A1), 2.659%, due 05/25/37 (2)(4)

     1,647,602   
  2,051,841        

IndyMac INDX Mortgage Loan Trust, (07-FLX2-A1C), 0.342%, due 04/25/37 (2)

     1,519,887   
  405,875        

IndyMac Manufactured Housing Contract, (98-2-A4), 6.64%, due 08/25/29 (2)

     405,023   
  1,096,134        

JPMorgan Alternative Loan Trust, (06-A2-5A1), 4.93%, due 05/25/36 (2)(4)

     864,123   
  533,982        

JPMorgan Mortgage Trust, (07-S2-1A1), 5%, due 06/25/37 (4)

     436,742   
  508,258        

Lehman ABS Manufactured Housing Contract Trust, (01-B-A6), 6.467%, due 04/15/40 (2)

     545,900   
  1,968,106        

Lehman XS Trust, (06-10N-1A3A), 0.362%, due 07/25/46 (2)(4)

     1,551,865   
  2,869,835        

Lehman XS Trust, (06-12N-A31A), 0.352%, due 08/25/46 (2)(4)

     2,233,116   
  1,700,000        

Long Beach Mortgage Loan Trust, (04-4-M1), 1.052%, due 10/25/34 (2)

     1,617,106   
  1,927,932        

MASTR Alternative Loans Trust, (07-HF1-4A1), 7%, due 10/25/47 (4)

     1,421,115   
  2,000,000        

MASTR Asset-Backed Securities Trust, (07-HE1-A4), 0.432%, due 05/25/37 (2)

     1,301,548   
  1,169,796        

Merrill Lynch First Franklin Mortgage Loan Trust, (07-3-A2B), 0.282%, due 06/25/37 (2)

     752,773   
  2,388,698        

Merrill Lynch First Franklin Mortgage Loan Trust, (07-3-A2C), 0.332%, due 06/25/37 (2)

     1,615,905   
  982,205        

Merrill Lynch Mortgage-Backed Securities Trust, (07-2-1A1), 2.5%, due 08/25/36 (2)(4)

     898,988   
  622,103        

Mid-State Trust, (04-1-B), 8.9%, due 08/15/37

     749,204   
  622,103        

Mid-State Trust, (04-1-M1), 6.497%, due 08/15/37

     679,522   
  282,162        

Mid-State Trust, (6-A1), 7.34%, due 07/01/35

     305,300   
  442,606        

Mid-State Trust, (6-A3), 7.54%, due 07/01/35

     476,152   
  1,196,058        

Morgan Stanley ABS Capital I, Inc. Trust, (03-NC6-M1), 1.352%, due 06/25/33 (2)

     1,161,006   
  184,605        

Morgan Stanley ABS Capital I, Inc. Trust, (05-HE3-M2), 0.932%, due 07/25/35 (2)

     179,824   
  1,500,000        

Morgan Stanley ABS Capital I, Inc. Trust, (05-HE3-M3), 0.947%, due 07/25/35 (2)

     1,451,243   
  1,611,465        

Morgan Stanley ABS Capital I, Inc. Trust, (07-15AR-4A1), 4.709%, due 11/25/37 (2)

     1,222,045   
  1,588,000        

Morgan Stanley Home Equity Loan Trust, (06-2-A4), 0.432%, due 02/25/36 (2)

     1,410,079   
  1,251,132        

MortgageIT Trust, (05-5-A1), 0.412%, due 12/25/35 (2)

     1,185,997   
  3,000,000        

Nationstar Home Equity Loan Trust, (07-B-2AV3), 0.402%, due 04/25/37 (2)

     2,343,795   
  1,152,084        

New Century Home Equity Loan Trust, (05-3-M1), 0.632%, due 07/25/35 (2)

     1,147,715   
  1,980,098        

Nomura Asset Acceptance Corp., (06-AR1-1A), 3.68%, due 02/25/36 (2)(4)

     1,490,743   

 

See accompanying notes to financial statements.

 

9


TCW Strategic Income Fund, Inc.

 

Schedule of Investments (Unaudited) (Continued)

 

Principal

Amount

       Fixed Income Securities    Value  
    

Collateralized Mortgage Obligations (Continued)

  
    

Residential Mortgage-Backed Securities — Non-Agency (Continued)

  
$ 2,514,264        

Novastar Home Equity Loan, (06-2-A2C), 0.302%, due 06/25/36 (2)

   $ 1,439,738   
  494,068        

Oakwood Mortgage Investors, Inc., (01-D-A3), 5.9%, due 09/15/22 (2)

     435,648   
  807,916        

Oakwood Mortgage Investors, Inc., (01-D-A4), 6.93%, due 09/15/31 (2)

     758,384   
  612,128        

Oakwood Mortgage Investors, Inc., (02-A-A3), 6.03%, due 05/15/24 (2)

     610,250   
  864,992        

Oakwood Mortgage Investors, Inc., (98-A-M), 6.825%, due 05/15/28 (2)

     944,197   
  319,675        

Oakwood Mortgage Investors, Inc., (98-D-A), 6.4%, due 01/15/29

     326,347   
  648,078        

Oakwood Mortgage Investors, Inc., (99-B-A4), 6.99%, due 12/15/26

     694,902   
  721,387        

Origen Manufactured Housing Contract Trust, (04-A-M2), 6.64%, due 01/15/35 (2)

     793,236   
  592,103        

Origen Manufactured Housing Contract Trust, (05-A-M1), 5.46%, due 06/15/36 (2)

     622,727   
  1,810,000        

Park Place Securities, Inc., (05-WCW1-M1), 0.602%, due 09/25/35 (2)

     1,800,090   
  691,905        

Popular ABS Mortgage Pass-Through Trust, (05-3-AF4), 4.776%, due 07/25/35 (2)

     703,294   
  2,131,403        

Residential Accredit Loans, Inc., (05-QA7-A1), 0%, due 07/25/35 (2)(4)

     1,678,593   
  1,514,552        

Residential Accredit Loans, Inc., (05-QA8-CB21), 3.28%, due 07/25/35 (2)(4)

     1,273,574   
  1,242,127        

Residential Accredit Loans, Inc., (06-QS1-A3), 5.75%, due 01/25/36(PAC) (4)

     1,111,450   
  28,964,282        

Residential Accredit Loans, Inc., (06-QS11-AV), 0.331%, due 08/25/36(I/O) (2)(5)

     398,143   
  14,011,286        

Residential Accredit Loans, Inc., (06-QS6-1AV), 0.742%, due 06/25/36(I/O) (2)(5)

     453,293   
  2,723,483        

Residential Accredit Loans, Inc., (06-QS8-A3), 6%, due 08/25/36 (4)

     2,194,381   
  31,911,966        

Residential Accredit Loans, Inc., (07-QS2-AV), 0.314%, due 01/25/37(I/O) (2)(5)

     438,679   
  32,037,549        

Residential Accredit Loans, Inc., (07-QS3-AV), 0.325%, due 02/25/37(I/O) (2)(5)

     468,677   
  776,419        

Residential Accredit Loans, Inc., (07-QS6-A62), 5.5%, due 04/25/37(TAC) (4)

     609,171   
  4,608,803        

Residential Asset Securitization Trust, (07-A5-AX), 6%, due 05/25/37(I/O) (5)

     978,414   
  92,602,586        

Residential Funding Mortgage Securities, (06-S9-AV), 0.309%, due 09/25/36(I/O) (2)(5)

     1,219,622   
  308,504        

Residential Funding Mortgage Securities II, (01-HI3-AI7), 7.56%, due 07/25/26

     315,383   
  4,614,000        

Securitized Asset-Backed Receivables LLC Trust, (07-NC2-A2C), 0.372%, due 01/25/37 (2)

     2,659,906   
  990,419        

Structured Adjustable Rate Mortgage Loan Trust, (05-20-1A1), 2.525%, due 10/25/35 (2)(4)

     744,244   
  967,463        

Structured Adjustable Rate Mortgage Loan Trust, (07-9-2A1), 5.981%, due 10/25/47 (2)(4)

     756,927   
  1,173,154        

Structured Asset Mortgage Investments, Inc., (07-AR6-A1), 1.623%, due 08/25/47 (2)

     1,055,906   
  1,000,000        

Structured Asset Securities Corp., (05-WF4-M2), 0.582%, due 11/25/35 (2)

     933,903   
  210,574        

UCFC Manufactured Housing Contract, (97-4-A4), 6.995%, due 04/15/29 (2)

     208,810   
  483,278        

Vanderbilt Acquisition Loan Trust, (02-1-A4), 6.57%, due 05/07/27 (2)

     505,388   
  404,179        

Vanderbilt Acquisition Loan Trust, (02-1-M1), 7.33%, due 05/07/32 (2)

     448,120   
  900,000        

Vanderbilt Mortgage Finance, (02-C-A5), 7.6%, due 12/07/32 (3)

     950,407   
  3,187,511        

WAMU Asset-Backed Certificates, (07-HE1-2A3), 0.302%, due 01/25/37 (2)

     1,830,340   
  1,500,000        

Wells Fargo Home Equity Trust, (06-2-A4), 0.402%, due 07/25/36 (2)

     1,419,612   
  1,280,678        

Wells Fargo Mortgage-Backed Securities Trust, (06-AR10-5A1), 2.612%, due 07/25/36 (2)(4)

     1,257,004   
  1,033,694        

Wells Fargo Mortgage-Backed Securities Trust, (07-AR3-A4), 5.673%, due 04/25/37 (2)(4)

     1,027,236   
  684,982        

Wells Fargo Mortgage-Backed Securities Trust, (08-1-4A1), 5.75%, due 02/25/38

     724,260   
       

 

 

 
    

Total Residential Mortgage-Backed Securities — Non-Agency

     142,836,158   
       

 

 

 
    

Total Collateralized Mortgage Obligations (Cost: $126,615,782)

     152,861,797   
       

 

 

 
    

Bank Loans (0.3%)

  
    

Telecommunications (0.3%)

  
  946,938        

Intelsat Jackson Holdings, Ltd. (Luxembourg), Term Loan, 4.679%, due 06/30/19 (6)

     949,798   
       

 

 

 
    

Total Bank Loans (Cost: $946,938)

     949,798   
       

 

 

 

 

See accompanying notes to financial statements.

 

10


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Principal

Amount

       Fixed Income Securities    Value  
    

Corporate Bonds (9.3%)

  
    

Airlines (1.7%)

  
$ 474,194        

America West Airlines, Inc. Pass-Through Certificates, (01-1), 7.1%,
due 10/02/22(EETC)

   $ 529,011   
  1,731,002        

Continental Airlines, Inc. Pass-Through Certificates, (00-2-A1), 7.707%,
due 10/02/22(EETC)

     1,983,079   
  514,900        

Delta Air Lines, Inc. Pass-Through Certificates, (02-1G1), 6.718%, due 07/02/24(EETC)

     606,938   
  1,000,000        

JetBlue Airways Corp. Pass-Through Trust, (04-2-G2), 0.674%, due 05/15/18(EETC) (2)

     976,500   
  725,692        

US Airways Group, Inc. Pass-Through Certificates, (10-1A), 6.25%, due 10/22/24(EETC)

     825,475   
       

 

 

 
    

Total Airlines

     4,921,003   
       

 

 

 
    

Banks (2.3%)

  
  2,000,000        

Citigroup, Inc., 0.777%, due 08/25/36 (2)

     1,594,456   
  1,000,000        

HBOS PLC (United Kingdom), (144A), 6%, due 11/01/33 (1)

     1,109,448   
  900,000        

JPMorgan Chase Capital XXI, 1.173%, due 01/15/87 (2)

     751,500   
  1,000,000        

JPMorgan Chase Capital XXIII, 1.224%, due 05/15/77 (2)

     807,500   
  650,000        

Lloyds TSB Bank PLC (United Kingdom), (144A), 5.8%, due 01/13/20 (1)

     755,493   
  908,000        

Macquarie Bank, Ltd. (Australia), (144A), 6.625%, due 04/07/21 (1)

     1,043,791   
  520,000        

Royal Bank of Scotland Group PLC (United Kingdom), 6.125%, due 12/15/22

     567,750   
       

 

 

 
    

Total Banks

     6,629,938   
       

 

 

 
    

Commercial Services (0.1%)

  
  275,000        

Autopistas Metropolitanas de Puerto Rico LLC, (144A), 6.75%, due 06/30/35 (1)

     245,218   
       

 

 

 
    

Diversified Financial Services (0.6%)

  
  2,000,000        

General Electric Capital Corp., 0.704%, due 08/15/36 (2)

     1,703,047   
       

 

 

 
    

Electric (1.2%)

  
  1,250,000        

Astoria Depositor Corp., (144A), 8.144%, due 05/01/21 (1)

     1,325,000   
  1,000,000        

FirstEnergy Transmission LLC, (144A), 4.35%, due 01/15/25 (1)

     1,011,575   
  2,250,000        

Gabs Dynegy Danskamm, Series B, 7.67%, due 08/11/16 (7)

       
  910,965        

Mirant Mid-Atlantic Pass-Through Certificates, Series C, 10.06%, due 12/30/28(EETC)

     1,027,113   
       

 

 

 
    

Total Electric

     3,363,688   
       

 

 

 
    

Engineering & Construction (0.6%)

  
  700,000        

Heathrow Funding, Ltd. (United Kingdom), (144A), 4.875%, due 07/15/23 (1)

     767,094   
  750,000        

Sydney Airport Finance Co. Pty, Ltd. (Australia), (144A), 5.125%, due 02/22/21 (1)

     833,733   
       

 

 

 
    

Total Engineering & Construction

     1,600,827   
       

 

 

 
    

Gas (0.6%)

  
  1,500,000        

Sabine Pass LNG, LP, (144A), 7.5%, due 11/30/16 (1)

     1,612,500   
       

 

 

 
    

Insurance (0.3%)

  
  715,000        

ZFS Finance USA Trust II, (144A), 6.45%, due 12/15/65 (1)(2)

     773,094   
       

 

 

 
    

Oil & Gas (0.2%)

  
  500,000        

Pacific Drilling V, Ltd., (144A), 7.25%, due 12/01/17 (1)

     531,250   
       

 

 

 

 

See accompanying notes to financial statements.

 

11


TCW Strategic Income Fund, Inc.

 

Schedule of Investments (Unaudited) (Continued)

 

Principal

Amount

       Fixed Income Securities    Value  
    

Corporate Bonds (Continued)

  
    

Real Estate (0.5%)

  
$ 1,375,000        

Post Apartment Homes, LP, 4.75%, due 10/15/17

   $ 1,509,835   
       

 

 

 
    

REIT (1.2%)

  
  1,000,000        

HCP, Inc., 2.625%, due 02/01/20

     1,001,797   
  700,000        

Healthcare Realty Trust, Inc., 5.75%, due 01/15/21

     792,530   
  500,000        

Healthcare Realty Trust, Inc., 6.5%, due 01/17/17

     562,493   
  950,000        

SL Green Realty Corp., 5%, due 08/15/18

     1,035,338   
       

 

 

 
    

Total REIT

     3,392,158   
       

 

 

 
    

Total Corporate Bonds (Cost: $23,964,031)

     26,282,558   
       

 

 

 
    

Municipal Bonds (2.5%)

  
  800,000        

Arizona Health Facilities Authority, Revenue Bond, 0.966%, due 01/01/37 (2)

     694,240   
  1,000,000        

California State, Build America Bonds, 7.95%, due 03/01/36

     1,220,000   
  750,000        

City of Chicago, Illinois, General Obligation Unlimited, 6.05%, due 01/01/29

     798,675   
  1,000,000        

City of New York, New York, Build America Bonds, 6.646%, due 12/01/31

     1,188,850   
  1,200,000        

Illinois State, Build America Bonds, 6.63%, due 02/01/35

     1,371,540   
  765,000        

Illinois State, General Obligation Bond, 4.35%, due 06/01/18

     811,642   
  800,000        

New York City Water and Sewer System, Build America Bonds, 6.491%, due 06/15/42

     902,768   
       

 

 

 
    

Total Municipal Bonds (Cost: $6,650,020)

     6,987,715   
       

 

 

 
    

Total Fixed Income Securities (Cost: $ 236,846,317) (92.8%)

     262,951,937   
       

 

 

 
Number of
Shares
       Convertible Preferred Stock        
    

Electric (0.3%)

  
  16,500        

AES Corp., $3.375

     855,360   
       

 

 

 
    

Total Convertible Preferred Stock (Cost: $772,200) (0.3%)

     855,360   
       

 

 

 
          Common Stock        
    

Electric (0.3%)

  
  3,559        

Dynegy, Inc. (8)

     123,853   
  11,293        

Mach Gen, LLC (8)

     654,994   
       

 

 

 
    

Total Electric

     778,847   
       

 

 

 
    

Total Common Stock (Cost: $ 1,320,396) (0.3%)

     778,847   
       

 

 

 
          Closed-end Fund        
  2,183        

BlackRock Build America Bond Trust, 7.29% (9)

     47,371   
       

 

 

 
    

Total Closed-end Fund (Cost: $ 40,406) (0.0%)

     47,371   
       

 

 

 

 

See accompanying notes to financial statements.

 

12


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Principal
Amount
       Short Term Investment    Value  
    

Repurchase Agreement (Cost: $22,594,607) (8.0%)

  
$ 22,594,607        

State Street Bank & Trust Company, 0%, due 07/01/14, (collateralized by $24,455,000 Federal National Mortgage Association, 2.12%, due 11/07/22, valued at $23,047,150) (Total Amount to be Received Upon Repurchase $22,594,607)

   $ 22,594,607   
       

 

 

 
    

U.S. Treasury Securities (0.3%)

  
  10,000        

U.S. Treasury Bill, 0.024%, due 08/14/14 (10)

     10,000   
  903,000        

U.S. Treasury Bill, 0.025%, due 08/14/14 (10)

     902,972   
       

 

 

 
    

Total U.S. Treasury Securities (Cost: $912,972)

     912,972   
       

 

 

 
    

Total Short-Term Investments (Cost $23,507,579) (8.3%)

     23,507,579   
       

 

 

 
    

TOTAL INVESTMENTS (Cost $262,486,898) (101.7%)

     288,141,094   
    

LIABILITIES IN EXCESS OF OTHER ASSETS (-1.7%)

     (4,759,585
       

 

 

 
    

NET ASSETS (100.0%)

   $ 283,381,509   
       

 

 

 

 

Futures Contracts — Exchange Traded  

Number of
Contracts

    

Type

   Expiration
Date
     Notional
Contract
Value
     Net
Unrealized
Appreciation
 
  BUY               
  200       S&P 500 E-mini Index Futures      09/19/14       $ 19,524,000       $ 96,571   
        

 

 

    

 

 

 
  SELL               
  10       10-Year U.S. Treasury Note Futures      09/19/14       $ 1,251,719       $ 4,981   
        

 

 

    

 

 

 

Notes to Schedule of Investments:

(1)   Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold, normally only to qualified institutional buyers. At June 30, 2014, the value of these securities amounted to $73,358,500 or 25.9% of net assets. These securities are determined to be liquid by the Advisor, unless otherwise noted, under procedures established by and under the general supervision of the Fund’s Board of Directors.
(2)   Floating or variable rate security. The interest shown reflects the rate in effect at June 30, 2014.
(3)   All or a portion of this security is segregated to cover open futures contracts.
(4)   A portion of the principal balance has been written-off during the period due to defaults in the underlying loans.
(5)   Illiquid security.
(6)   Rate stated is the effective yield.
(7)   Security is currently in default due to bankruptcy or failure to make payment of principal or interest of the issuer. Income is not being accrued.
(8)   Non-income producing security.
(9)   Rate disclosed, the distribution yield, is as of June 30, 2014.
(10)   Rate shown represents yield-to-maturity.
ABS - Asset-Backed Securities.
CLO - Collateralized Loan Obligation.
EETC - Enhanced Equipment Trust Certificate.
I/F - Inverse Floating rate security whose interest rate moves in the opposite direction of prevailing interest rates.
I/O - Interest Only Security.
PAC - Planned Amortization Class.
REIT - Real Estate Investment Trust.
TAC - Target Amortization Class.

 

See accompanying notes to financial statements.

 

13


TCW Strategic Income Fund, Inc.

 

Investments by Industry (Unaudited)

June 30, 2014

 

Industry    Percentage of
Net Assets
 

Residential Mortgage-Backed Securities — Non-Agency

     50.4

Asset-Backed Securities

     26.8   

Residential Mortgage-Backed Securities — Agency

     2.8   

Municipal Bonds

     2.5   

Banks

     2.3   

Electric

     1.8   

Airlines

     1.7   

REIT

     1.2   

Commercial Mortgage-Backed Securities — Non-Agency

     0.7   

Diversified Financial Services

     0.6   

Engineering & Construction

     0.6   

Gas

     0.6   

Real Estate

     0.5   

Insurance

     0.3   

Telecommunications

     0.3   

Oil & Gas

     0.2   

Commercial Services

     0.1   

Closed-end Fund

     0.0

Short-Term Investments

     8.3   
  

 

 

 

Total

     101.7
  

 

 

 

 

* Value rounds to less than 0.1% of net assets.

 

See accompanying notes to financial statements.

 

14


TCW Strategic Income Fund, Inc.

 

Statement of Assets and Liabilities (Unaudited)

June 30, 2014

 

ASSETS:

  

Investments, at Value (Cost: $262,486,898)

   $ 288,141,094   

Cash

     55,959   

Receivable for Securities Sold

     16,097   

Interest and Dividends Receivable

     1,138,489   

Receivable for Variation Margin on Open Financial Futures Contracts

     3,219   

Other assets

     159   
  

 

 

 

Total Assets

     289,355,017   
  

 

 

 

LIABILITIES:

  

Distributions Payable

     3,457,305   

Payables for Securities Purchased

     2,186,219   

Accrued Investment Advisory Fees

     137,662   

Accrued Other Expenses

     129,624   

Accrued Directors’ Fees and Expenses

     49,353   

Interest Payable on Borrowings

     8,762   

Accrued Compliance Expense

     4,583   
  

 

 

 

Total Liabilities

     5,973,508   
  

 

 

 

NET ASSETS

   $ 283,381,509   
  

 

 

 

NET ASSETS CONSIST OF:

  

Common Stock, par value $0.01 per share (75,000,000 shares authorized,
47,686,957 shares issued and outstanding)

   $ 476,870   

Paid-in Capital

     268,963,513   

Accumulated Net Realized Loss on Investments and Futures Contracts

     (9,213,490

Distributions in Excess of Net Investment Income

     (2,601,132

Net Unrealized Appreciation on Investments and Futures Contracts

     25,755,748   
  

 

 

 

NET ASSETS

   $   283,381,509   
  

 

 

 

NET ASSET VALUE PER SHARE

   $ 5.94   
  

 

 

 

MARKET PRICE PER SHARE

   $ 5.52   
  

 

 

 

 

See accompanying notes to financial statements.

 

15


TCW Strategic Income Fund, Inc.

 

Statement of Operations (Unaudited)

Six Months Ended June 30, 2014

 

INVESTMENT INCOME:

  

Income

  

Interest

   $ 7,101,952   

Dividends

     151,793   
  

 

 

 

Total Investment Income

     7,253,745   
  

 

 

 

Expenses

  

Investment Advisory Fees

     821,921   

Audit and Tax Service Fees

     65,491   

Directors’ Fees and Expenses

     58,652   

Legal Fees

     50,314   

Proxy Expense

     34,783   

Transfer Agent Fees

     27,604   

Interest Expense

     24,201   

Accounting Fees

     23,267   

Listing Fees

     21,985   

Printing and Distribution Costs

     21,353   

Custodian Fees

     19,202   

Compliance Expense

     15,325   

Miscellaneous Expense

     12,816   

Administration Fees

     6,733   

Insurance Expense

     5,543   
  

 

 

 

Total Expenses

     1,209,190   
  

 

 

 

Net Investment Income

     6,044,555   
  

 

 

 

NET REALIZED GAIN AND CHANGE IN UNREALIZED APPRECIATION
(DEPRECIATION) ON INVESTMENTS AND FUTURES CONTRACTS:

  

Net Realized Gain on:

  

Investments

     2,091,169   

Futures Contracts

     1,814,660   

Change in Unrealized Appreciation (Depreciation) on:

  

Investments

     3,587,096   

Futures Contracts

     (563,843
  

 

 

 

Net Realized Gain and Change in Unrealized Appreciation (Depreciation) on
Investments and Futures Contracts

     6,929,082   
  

 

 

 

INCREASE IN NET ASSETS FROM OPERATIONS

   $   12,973,637   
  

 

 

 

 

See accompanying notes to financial statements.

 

16


TCW Strategic Income Fund, Inc.

Statements of Changes in Net Assets

 

     Six Months Ended
June 30, 2014
(Unaudited)
    Year Ended
December 31, 2013
 

OPERATIONS:

    

Net Investment Income

   $ 6,044,555      $ 14,577,425   

Net Realized Gain on Investments and Futures Contracts

     3,905,829        17,670,762   

Change in Unrealized Appreciation (Depreciation) on Investments and Futures Contracts

     3,023,253        (3,278,453
  

 

 

   

 

 

 

Increase in Net Assets Resulting from Operations

     12,973,637        28,969,734   
  

 

 

   

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS:

    

From Net Investment Income

     (6,928,915     (18,690,880
  

 

 

   

 

 

 

CAPITAL SHARE TRANSACTIONS:

    

Shares Issued in Reinvestment of Dividends (45,047 shares for the year ended December 31, 2013)

     —          259,919   
  

 

 

   

 

 

 

Total Increase in Net Assets

     6,044,722        10,538,773   
  

 

 

   

 

 

 

NET ASSETS:

    

Beginning of Period

     277,336,787        266,798,014   
  

 

 

   

 

 

 

End of Period

   $ 283,381,509      $ 277,336,787   
  

 

 

   

 

 

 

Distributions in Excess of Net Investment Income

   $ (2,601,132   $ (1,716,772
  

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

17


TCW Strategic Income Fund, Inc.

 

Statement of Cash Flows (Unaudited)

Six Months Ended June 30, 2014

 

CASH FLOWS FROM OPERATING ACTIVITIES:

  

Net Increase in Net Assets From Operations

   $    12,973,637   

Adjustments to Reconcile Increase in Net Assets Resulting

  

From Operations to Net Cash Provided by Operating Activities:

  

Investments Purchased

     (22,563,324

Proceeds from Investments Sold

     49,938,680   

Short-Term Investments, Net

     (22,301,751

Net Realized and Unrealized (Gain)/Loss on Investments

     (5,678,265

Net Amortization/Accretion of Premium/(Discount)

     (61,168

Changes in Assets and Liabilities:

  

Decrease in Interest and Dividends Receivable

     188,735   

Decrease in Variation Margin on Futures

     60,781   

Decrease in Other Assets

     5,392   

Decrease in Accrued Other Expenses

     (67,176

Decrease in Accrued Investment Advisory Fees

     (5,210

Decrease in Interest Payable on Borrowings

     (43,228

Increase in Accrued Directors' Fees and Expenses

     13,245   

Decrease in Accrued Compliance Expense

     (465
  

 

 

 

Net Cash Provided by Operating Activities

     12,459,883   
  

 

 

 

CASH FLOWS USED IN FINANCING ACTIVITIES:

  

Cash Distributions Paid

     (8,144,932

Decrease in Borrowings

     (4,399,000
  

 

 

 

Net Cash Used in Financing Activities

     (12,543,932
  

 

 

 

Net Change in Cash

     (84,049

Cash at Beginning of Period

     140,008   
  

 

 

 

Cash at End of the Period

   $ 55,959   
  

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  

Interest Paid During the Period

   $ 67,429   
  

 

 

 

 

See accompanying notes to financial statements.

 

18


TCW Strategic Income Fund, Inc.

 

Notes to Financial Statements

June 30, 2014

 

Note 1 — Significant Accounting Policies

TCW Strategic Income Fund, Inc. (the “Fund”) was incorporated in Maryland on January 13, 1987 as a diversified, closed-end investment management company and is registered under the Investment Company Act of 1940, as amended, and is traded on the New York Stock Exchange under the symbol TSI. The Fund commenced operations on March 5, 1987. The Fund’s investment objective is to seek a total return comprised of current income and capital appreciation by investing in convertible securities, marketable equity securities, investment-grade debt securities, high-yield debt securities, securities issued or guaranteed by the United States Government, its agencies or its instrumentalities (“U.S. Government Securities”), repurchase agreements, mortgage related securities, asset-backed securities, money market securities, other securities and derivative instruments without limit believed by the Fund’s investment advisor to be consistent with the Fund’s investment objective. TCW Investment Management Company (the “Advisor”) is the investment advisor to the Fund and is registered under the Investment Advisers Act of 1940.

Security Valuation:    Securities and derivative contracts traded on national exchanges, except those traded on the NASDAQ Stock Market, Inc. (“NASDAQ”), are valued at the last reported sales price or the mean of the current bid and asked prices if there are no sales in the trading period. Securities traded on the NASDAQ are valued using the NASDAQ Official Closing Price, which may not be the last reported sales price. Other securities which are traded on the over-the-counter (“OTC”) market are valued at the mean of the current bid and asked prices as furnished by independent pricing services or by dealer quotations. Short-term debt securities with maturities of 60 days or less at the time of purchase are valued at amortized cost. Other short-term debt securities are valued on a marked-to market basis until such time as they reach a remaining maturity of 60 days, after which they are valued at amortized cost using their value as of the 61st day prior to maturity. S&P 500 Index futures contracts are valued at the first sale price after 4 p.m. ET on the Chicago Mercantile Exchange. Securities for which market quotations are not readily available, including circumstances under which market quotations are not reflective of a security’s market value, are fair valued by the Advisor as determined in good faith under procedures established by and under the general supervision of the Fund’s Board of Directors.

Fair value is defined as the price that a fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for the investment. In accordance with the authoritative guidance on fair value measurements and disclosures under the accounting principles generally accepted in the United States of America (“GAAP”), the Fund discloses investments in a three-tier hierarchy. This hierarchy is utilized to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

Level 1 — quoted prices in active markets for identical investments

Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

 

19


TCW Strategic Income Fund, Inc.

 

Notes to Financial Statements (Unaudited) (Continued)

 

Note 1 — Significant Accounting Policies (Continued)

 

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

Changes in valuation techniques may result in transfers in or out of an investment’s assigned Level within the hierarchy. The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to each security.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

In periods of market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition, as well as changes related to liquidity of investments, could cause a security to be reclassified between Level 1, Level 2, or Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair Value Measurements:    A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows:

Asset-backed securities and mortgage-backed securities.    The fair value of asset-backed securities and mortgage-backed securities is estimated based on models that consider the estimated cash flows of each debt tranche of the issuer, establish a benchmark yield, and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche including, but not limited to, the prepayment speed assumptions and attributes of the collateral. To the extent the inputs are observable and timely, the values would be categorized in Level 2 of the fair value hierarchy; otherwise they would be categorized in Level 3.

Bank loans.    The fair value of bank loans is estimated using recently executed transactions, market price quotations, credit/market events, and cross-asset pricing. Inputs are generally observable and are obtained from independent sources. Bank loans are generally categorized in Level 2 of the fair value hierarchy.

Corporate bonds.    The fair value of corporate bonds is estimated using recently executed transactions, market price quotations (where observable), bond spreads, or credit default swap spreads adjusted for any basis difference between cash and derivative instruments. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy; in instances where key inputs are unobservable, they are categorized in Level 3 of the hierarchy.

Equity securities.    Securities are generally valued based on quoted prices from the applicable exchange. To the extent these securities are actively traded, valuation adjustments are not applied and they are categorized in Level 1 of the fair value hierarchy. Restricted securities issued by publicly held companies are

 

20


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Note 1 — Significant Accounting Policies (Continued)

 

generally categorized in Level 2 of the fair value hierarchy; if the discount is applied and significant, they are categorized in Level 3. Restricted securities held in non-public entities are included in Level 3 of the fair value hierarchy because they trade infrequently, and therefore, the inputs are unobservable.

Futures contracts.    Futures contracts are generally valued at the settlement price established at the close of business each day by the exchange on which they are traded. The value of the Fund’s futures contracts is marked daily and an appropriate payable or receivable for the change in value (“variation margin”) is recorded by the Fund. As such they are categorized in Level 1.

Municipal bonds.    Municipal bonds are fair valued based on pricing models that take into account, among other factors, information received from market makers and broker-dealers, current trades, bid wants lists, offerings, market movements, the callability of the bond, state of issuance, benchmark yield curves, and bond insurance. To the extent that these inputs are observable and timely, the fair values of municipal bonds would be categorized in Level 2; otherwise the fair values would be categorized in Level 3.

Restricted securities.    Restricted securities, including illiquid Rule 144A securities, issued by non-public entities are included in Level 3 of the fair value hierarchy because they trade infrequently, and therefore, the inputs are unobservable. Any other restricted securities valued similar to publicly traded securities may be categorized in Level 2 or 3 of the fair value hierarchy depending on whether a discount is applied and significant to the fair value.

U.S. Government and agency securities.    U.S. government and agency securities are normally valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, quoted market prices, and reference data. Accordingly, U.S. government and agency securities are normally categorized in Level 1 or 2 of the fair value hierarchy depending on the liquidity and transparency of the market.

The following is a summary of the inputs used as of June 30, 2014 in valuing the Fund’s investments:

 

Description

   Quoted Prices
in Active
Markets for
Identical
Assets

(Level 1)
     Significant
Other
Observable
Inputs

(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
     Total  

Fixed Income Securities

     

Asset-Backed Securities

   $       $ 72,858,224       $ 3,011,845       $ 75,870,069   

Collateralized Mortgage Obligations

           

Commercial Mortgage-Backed Securities —
Non-Agency

             2,111,823                 2,111,823   

Residential Mortgage-Backed Securities — Agency

             7,913,816                 7,913,816   

Residential Mortgage-Backed Securities — Non-Agency

             138,104,572         4,731,586         142,836,158   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Collateralized Mortgage Obligations

             148,130,211         4,731,586         152,861,797   
  

 

 

    

 

 

    

 

 

    

 

 

 

Bank Loans*

             949,798                 949,798   

Corporate Bonds*

             26,282,558                 26,282,558   

Municipal Bonds

             6,987,715                 6,987,715   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Fixed Income Securities

             255,208,506         7,743,431         262,951,937   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

21


TCW Strategic Income Fund, Inc.

 

Notes to Financial Statements (Unaudited) (Continued)

 

Note 1 — Significant Accounting Policies (Continued)

 

Description

   Quoted Prices
in Active
Markets for
Identical
Assets

(Level 1)
     Significant
Other
Observable
Inputs

(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
     Total  

Convertible Preferred Stock*

   $ 855,360       $         $         $ 855,360   

Common Stock*

     778,847                         778,847   

Closed-end Fund

     47,371                         47,371   
  

 

 

    

 

 

    

 

 

    

 

 

 

Short-Term Investments*

     912,972         22,594,607                 23,507,579   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

     2,594,550         277,803,113         7,743,431         288,141,094   
  

 

 

    

 

 

    

 

 

    

 

 

 

Asset Derivatives

     

Futures Contracts

           

Equity Risk

     96,571                         96,571   

Interest Rate Risk

     4,981                         4,981   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,696,102       $ 277,803,113       $ 7,743,431       $ 288,242,646   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

* See Schedule of Investments for corresponding industries.

The Fund did not have any transfers in and out of Level 1 and Level 2 of the fair value hierarchy during the period ended June 30, 2014.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining value:

 

     Asset-Backed
Securities
    Residential
Mortgage-Backed
Securities —
Non-Agency
    Total  

Balance as of December 31, 2013

   $ 3,869,947      $ 4,973,477      $ 8,843,424   

Accrued Discounts (Premiums)

            (367,880     (367,880

Realized Gain (Loss)

                     

Change in Unrealized Appreciation

     (33     125,989        125,956   

Purchases

                     

Sales

     (858,069            (858,069

Transfers in to Level 3 (1)

                     

Transfers out of Level 3 (1)

                     
  

 

 

   

 

 

   

 

 

 

Balance as of June 30, 2014

   $ 3,011,845      $ 4,731,586      $ 7,743,431   
  

 

 

   

 

 

   

 

 

 

Change in Unrealized Appreciation from Investments Still Held at June 30, 2014

   $ (33   $ 125,989        125,956   
  

 

 

   

 

 

   

 

 

 

 

(1) The Fund recognizes transfers in and out at the beginning of the period.

 

22


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Note 1 — Significant Accounting Policies (Continued)

 

Significant unobservable valuations inputs of Level 3 investments as of June 30, 2014, are as follows:

 

Description

   Fair Value at
6/30/14
    

Valuation
Techniques*

   Unobservable
Input
  Range

Asset-Backed Securities

   $ 3,011,845       Third-party Broker    Broker Quotes   $100

Residential Mortgage-Backed Securities — Non-Agency (Interest Only, Collateral Strip Rate Securities)

   $ 3,753,172       Third-party Vendor    Vendor Prices   $1.029 to $3.579

Residential Mortgage-Backed Securities — Non-Agency (Interest Only Securities)

   $ 978,414       Third-party Vendor    Vendor Prices   $21.223

 

* The valuation technique employed on the Level 3 securities involves the use of third-party broker quotes and vendor prices. The Advisor monitors the third-party brokers and vendors using the valuation process described below.

Level 3 Valuation Process:    Investments classified within Level 3 of the fair value hierarchy may be fair valued by the Advisor with consent from the Pricing Committee in accordance with procedures established by the Board of Directors, and under the general oversight of the Board of Directors. The Pricing Committee employs various methods to determine fair valuations including a regular review of key inputs and assumptions and review of any related market activity. The Pricing Committee reports to the Board of Directors at their regularly scheduled meetings. It is possible that fair value prices will be used by the Fund to a significant extent. The value determined for an investment using the Fund’s fair value procedures may differ from recent market prices for the investment and may be significantly different from the value realized upon the sale of such investment. The Advisor, as part of the daily process, conducts back-testing of prices based on daily trade activities.

The Pricing Committee consists of the Fund’s President, Chief Compliance Officer and members of TCW Mutual Fund Administration, Legal and Compliance Departments as well as alternate members as may be designated from time to time. The Pricing Committee reviews and makes recommendations concerning the fair valuation of portfolio securities and the Fund’s pricing procedures in general.

Security Transactions and Related Investment Income:    Security transactions are recorded as of the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recognized on an accrual basis. Realized gains and losses on investments are recorded on the basis of specific identification.

Distributions:    Distributions to shareholders are recorded on each ex-dividend date. The Fund declared and paid or reinvested dividends quarterly under an income-based distribution policy. The income-based distribution policy has a stated goal of providing quarterly distributions out of the Fund’s accumulated undistributed net investment income and/or other sources subject to the requirements of the Investment Company Act of 1940 and Sub-chapter M of the Internal Revenue Code. The source for the dividend can come from net investment income and net realized capital gains measured on a fiscal year basis. Any portion of the distribution that exceeds income and capital gains will be treated as a return of capital. Under certain conditions, federal tax regulations cause some or all of the return of capital to be taxed as ordinary income. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from GAAP. These differences may be primarily due to differing treatments for market discount and premium, losses recognized on structured debt, losses deferred due to wash sales and spillover distributions. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid-in-capital and may affect net investment income per share.

 

23


TCW Strategic Income Fund, Inc.

 

Notes to Financial Statements (Unaudited) (Continued)

 

Note 1 — Significant Accounting Policies (Continued)

 

Derivative Instruments:    Derivatives are financial instruments whose values are based on the values of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivative transactions can create investment leverage and may be highly volatile. It is possible that a derivative transaction will result in a loss greater than the principal amount invested. The Fund may not be able to close out a derivative transaction at a favorable time or price.

For the period ended June 30, 2014, the Fund had derivatives and transactions in derivatives, grouped in the following risk categories:

 

      Equity Risk     Interest Rate
Risk
    Total  

Statement of Assets and Liabilities:

      

Asset Derivatives

      

Futures Contracts (1)

   $ 96,571      $ 4,981      $ 101,552   
  

 

 

   

 

 

   

 

 

 

Total Value

   $ 96,571      $ 4,981      $ 101,552   
  

 

 

   

 

 

   

 

 

 

Statement of Operations:

      

Realized Gain (Loss) on:

      

Futures Contracts

   $ 1,823,894      $ (9,234   $ 1,814,660   
  

 

 

   

 

 

   

 

 

 

Total Realized Gain (Loss)

   $ 1,823,894      $ (9,234   $ 1,814,660   
  

 

 

   

 

 

   

 

 

 

Change in Unrealized Appreciation (Depreciation) on:

      

Futures Contracts

   $ (568,824   $ 4,981      $ (563,843
  

 

 

   

 

 

   

 

 

 

Total Change in Appreciation (Depreciation)

   $ (568,824   $ 4,981      $ (563,843
  

 

 

   

 

 

   

 

 

 

Notional Amounts (2)

      

Futures Contracts

     147        10        157   

 

(1) Includes cumulative appreciation of futures contracts as reported in the Schedule of Investments. Only variation margin on June 30, 2014 is reported within the Statement of Assets and Liabilities.
(2) Amounts disclosed represent average number of contracts, which are representative of the volume traded during the period ended June 30, 2014.

Counterparty Credit Risk:    A derivative contract may result in a mark to market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund.

With exchange traded futures and centrally cleared swaps, there is less counterparty credit risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency) of the clearing broker or clearinghouse. Additionally, credit risk exists in exchange traded futures and centrally cleared swaps with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing

 

24


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Note 1 — Significant Accounting Policies (Continued)

 

broker’s customers, potentially resulting in losses to the Fund. In order to better define its contractual rights and to secure rights that will help the Fund mitigate its counterparty risk, the Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events. In addition, certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA Master Agreements, which would cause the Fund to accelerate payment of any net liability owed to the counterparty.

Collateral requirements:    For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund.

Cash collateral that has been pledged to cover obligations of the Fund is reported separately on the Statement of Assets and Liabilities. Non-cash collateral pledged by the Fund, if any, is noted in the Schedule of Investments. Generally, the amount of collateral due from or to a party has to exceed a minimum transfer amount threshold typically $250,000 or $500,000, before a transfer is required, which is determined at the close of each business day and the collateral is transferred on the next business day. Typically, the Fund and counterparties are not permitted to sell, repledge or use the collateral they receive. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance. The Fund attempts to mitigate counterparty risk by entering into agreements only with counterparties that the Advisor believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. The Fund has implemented the disclosure requirements pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards update No. 2013-01, Disclosures about Offsetting Assets and Liabilities, that requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards.

Futures Contracts:    The Fund may seek to manage a variety of different risks through the use of futures contracts, such as interest rate risk, equity price risk, and currency risk. The Fund may use index futures to hedge against broad market risks to its portfolio or to gain broad market exposure when it holds uninvested cash or as an inexpensive substitute for cash investments directly in securities or other assets. Securities index futures contracts are contracts to buy or sell units of a securities index at a specified future date at a price agreed upon when the contract is made and are settled in cash. Positions in futures may be closed out only on an exchange or board of trade which provides a secondary market for such futures.

 

25


TCW Strategic Income Fund, Inc.

 

Notes to Financial Statements (Unaudited) (Continued)

 

Note 1 — Significant Accounting Policies (Continued)

 

Because futures contracts are exchange-traded, they typically have minimal exposure to counterparty risk. Parties to a futures contract are not required to post the entire notional amount of the contract, but rather a small percentage of that amount (by way of margin), both at the time they enter into futures transactions, and then on a daily basis if their positions decline in value; as a result, futures contracts are highly leveraged. Such payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Because futures markets are highly leveraged, they can be extremely volatile, and there can be no assurance that the pricing of a futures contract will correlate precisely with the pricing of the asset or index underlying it or the asset or liability of the Fund that is the subject of the hedge. It may not always be possible for the Fund to enter into a closing transaction with respect to a futures contract it has entered into, at a favorable time or price. When the Fund enters into a futures transaction, it is subject to the risk that the value of the futures contract will move in a direction unfavorable to it.

When the Fund uses futures contracts for hedging purposes, it is likely that the Fund will have an asset or liability that will offset any loss (or gain) on the transactions, at least in part. When a futures contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The Fund used S&P 500 Index futures to gain exposure to the equity market. The Fund also utilized Treasury futures to help manage interest rate duration and credit market exposure. Futures contracts outstanding at June 30, 2014 are listed in the Fund’s Schedule of Investments.

Swap Agreements:    The Fund may enter into swap agreements. Swap agreements are typically two-party contracts entered into primarily by institutional investors. In a standard “swap” transaction, the parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount” (i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a “basket” of securities representing a particular index).

The Fund may enter into credit default swap transactions, as a “buyer” or “seller” of credit protection. In a credit default swap, one party provides what is in effect insurance against a default or other adverse credit event affecting an issuer of debt securities (typically referred to as a “reference entity”). In general, the buyer of credit protection is obligated to pay the protection seller an upfront amount or a periodic stream of payments over the term of the swap. If a “credit event” occurs, the buyer has the right to deliver to the seller bonds or other obligations of the reference entity (with a value up to the full notional value of the swap), and to receive a payment equal to the par value of the bonds or other obligations. Credit events that would trigger a request that the seller make payment are specific to each credit default swap agreement, but generally include bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default, or repudiation/moratorium. When the Fund buys protection, it may or may not own securities of the reference entity. When the Fund sells protection under a credit default swap, the position may have the effect of creating leverage in the Fund’s portfolio through the Fund’s indirect long exposure to the issuer or securities on which the swap is written. When the Fund sells protection, it may do so either to earn additional income or to create such a “synthetic” long position.

During the term of a swap transaction, changes in the value of the swap are recognized as unrealized gains or losses by marking to market the value of the swap. When the swap is terminated, the Fund will record a realized gain or loss equal to the difference, if any, between the proceeds from (or cost of) the closing

 

26


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Note 1 — Significant Accounting Policies (Continued)

 

transaction and the Fund’s basis in the agreement. Upfront swap premium payments paid or received by the Fund, if any, are recorded within the value of the open swap agreement on the Fund’s Statement of Assets and Liabilities and represent payments paid or received upon entering into the swap agreement to compensate for differences between stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, and other relevant factors). These upfront payments are recorded as realized gain or loss on the Fund’s Statement of Operations upon termination or maturity of the swap agreement.

During the term of a swap transaction, the periodic net payments can be made for a set period of time or may be triggered by a predetermined credit event. The net periodic payments may be based on a fixed or variable interest rate, the change in market value of a specified security, basket of securities or index, or the return generated by a security. These periodic payments received or made by the Fund are recorded as realized gains and losses, respectively. During the period ended June 30, 2014, the Fund did not enter into such agreements.

Mortgage-Backed Securities:    The Fund may invest in mortgage pass-through securities which represent interests in pools of mortgages in which payments of both principal and interest on the securities are generally made monthly, in effect “passing through” monthly payments made by borrowers on the residential or commercial mortgage loans which underlie the securities (net of any fees paid to the issuer or guarantor of the securities). Mortgage pass-through securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. The Fund may also invest in Collateralized Mortgage Obligations (“CMOs”). CMOs are debt obligations collateralized by residential or commercial mortgage loans or residential or commercial mortgage pass-through securities. Interest and principal are generally paid monthly. CMOs may be collateralized by whole mortgage loans or private mortgage pass-through securities but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by Ginnie Mae, Freddie Mac or Fannie Mae. The issuer of a series of CMOs may elect to be treated for tax purposes as a Real Estate Mortgage Investment Conduit (“REMIC”). CMOs are structured into multiple classes, each bearing a different stated maturity. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes usually receive principal only after shorter classes have been retired. An investor may be partially protected against a sooner than desired return of principal because of the sequential payments. The Fund may invest in stripped mortgage-backed securities. Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. In certain cases, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The yield to maturity on IOs is sensitive to the rate of principal prepayments (including prepayments) on the related underlying mortgage assets, and principal payments may have a material effect on yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IOs.

When-Issued, Delayed-Delivery, and Forward Commitment Transactions:    The Fund may enter into when issued, delayed-delivery, or forward commitment transactions in order to lock in the purchase price of the underlying security, or in order to adjust the interest rate exposure of the Fund’s existing portfolio. In when issued, delayed-delivery, or forward commitment transactions, the Fund commits to purchase particular

 

27


TCW Strategic Income Fund, Inc.

 

Notes to Financial Statements (Unaudited) (Continued)

 

Note 1 — Significant Accounting Policies (Continued)

 

securities, with payment and delivery to take place at a future date. Although the Fund does not pay for the securities or start earning interest on them until they are delivered, it immediately assumes the risks of ownership, including the risk of price fluctuation. If the Fund’s counterparty fails to deliver a security purchased on a when-issued, delayed-delivery, or forward commitment basis, there may be a loss, and the Fund may have missed an opportunity to make an alternative investment.

Prior to settlement of these transactions, the value of the subject securities will fluctuate, reflecting interest rate changes. In addition, because the Fund is not required to pay for when-issued, delayed-delivery, or forward commitment securities until the delivery date, they may result in a form of leverage to the extent the Fund does not maintain liquid assets equal to the face amount of the contract. To guard against the deemed leverage, the Fund segregates cash or securities in the amount or value at least equal to the amount of these transactions.

Repurchase Agreements:    The Fund may enter into repurchase agreements, under the terms of a Master Repurchase Agreement (“MRA”). The MRA permits the Fund, under certain circumstances including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due to or from the Fund. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of a MRA counterparty’s bankruptcy or insolvency. Pursuant to the terms of the MRA, the Fund receives securities as collateral with a market value in excess of the repurchase price to be received by the Fund upon the maturity of the repurchase transaction. Upon a bankruptcy or insolvency of the MRA counterparty, the Fund recognizes a liability with respect to such excess collateral to reflect the Fund’s obligation under bankruptcy law to return the excess to the counterparty. Repurchase agreements outstanding at the end of the period are listed in the Fund’s Schedule of Investments.

The following table presents the Fund’s repurchase agreements by counterparty net of amounts available for offset under the MRA and net of the related collateral received by the Fund as of June 30, 2014:

 

Counterparty

   Gross Assets
Subject to
Master
Agreement
     Collateral
Received
    Assets /
(Liabilities)
Available
for Offset
     Net Amount
of Assets (1)
 

State Street Bank & Trust Co.

   $ 22,594,607       $ (22,594,607 )  (2)    $       $   

 

(1) Represents the net amount receivable from the counterparty in the event of default.
(2) Collateral with a value of $23,047,150 has been received in connection with a master repurchase agreement. Excess of collateral received from the individual master repurchase agreement is not shown for financial reporting purposes.

Security Lending:    The Fund may lend its securities to qualified brokers. The loans must be collateralized at all times primarily with cash although the Fund can accept money market instruments or U.S. Government securities with a market value at least equal to the market value of the securities on loan. As with any extensions of credit, the Fund may bear the risk of delay in recovery or even loss of rights in the collateral if the borrowers of the securities fail financially. The Fund earns additional income for lending its securities by investing the cash collateral in short-term investments. The Fund did not lend any securities during the period ended June 30, 2014.

 

28


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Note 2 — Risk Considerations

 

Market Risk: The Fund’s investments will fluctuate with market conditions, so will the value of your investment in the Fund. You could lose money on your investment in the Fund or the Fund could underperform other investments.

Liquidity Risk:    The Fund’s investments in illiquid securities may reduce the returns of the Fund because it may not be able to sell the illiquid securities at an advantageous time or price. Investments in high yield securities, foreign securities, derivatives or other securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Certain investments in private placements and Rule 144A securities may be considered illiquid investments. The Fund may invest in private placements and Rule 144A securities.

Interest Rate Risk:    The values of the Fund’s investments fluctuate in response to movements in interest rates. If rates rise, the values of debt securities generally fall. The longer the average duration of the Fund’s investment portfolio, the greater the change in value.

Mortgage-Backed and Other Asset-Backed Securities Risk:    The Fund may invest in mortgage-backed or other asset-backed securities. The values of some mortgage-backed or other asset-backed securities may expose the Fund to a lower rate of return upon reinvestment of principal. When interest rates rise, the value of mortgage-related securities generally will decline; however, when interest rates are declining, the value of mortgage related-securities with prepayment features may not increase as much as other fixed-income securities. The rate of prepayments on underlying mortgages will affect the price and volatility of a mortgage-related security, and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If an unanticipated rate of prepayment on underlying mortgages increases the effective maturity of a mortgage-related security, the volatility of the security can be expected to increase. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgages and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

Derivatives Risk:    Use of derivatives, which at times is an important part of the Fund’s investment strategy, involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Investments in derivatives could cause the Fund to lose more than the principal amount invested. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial.

Credit Risk:    The values of the Fund’s investments may also decline in response to events affecting the issuer or its credit rating. The lower rated debt securities in which the Fund may invest are considered speculative and are subject to greater volatility and risk of loss than investment-grade securities, particularly in deteriorating economic conditions. The value of some mortgage-related securities in which the Fund invests also may fall because of unanticipated levels of principal prepayments that can occur when interest rates decline.

The Fund may invest a material portion of its assets in securities of issuers that hold mortgage and asset-backed securities and direct investments in securities backed by commercial and residential mortgage loans and other financial assets. The value and related income of these securities are sensitive to changes in economic conditions, including delinquencies and/or defaults. Continuing shifts in the market’s

 

29


TCW Strategic Income Fund, Inc.

 

Notes to Financial Statements (Unaudited) (Continued)

 

Note 2 — Risk Considerations (Continued)

 

perception of credit quality on securities backed by commercial and residential mortgage loans and other financial assets may result in increased volatility of market price and periods of illiquidity that can negatively impact the valuation of certain issuers held by the Fund.

Mortgage-backed securities (“MBS”) and Asset-backed securities (“ABS”) are characterized and classified in a variety of different ways. These classifications include a view of the securities’ cash flow structure (pass-through, sequential pay, prepayment-protected, interest-only, principal-only, etc.), the security of the claim on the underlying assets, (senior, mezzanine and subordinated), as well as types of underlying collateral (prime conforming loans, prime non-conforming loans, Alt-A loans, subprime loans, commercial loans, etc.) In many cases, the classification incorporates a degree of subjectivity: a particular loan might be categorized as “prime” by the underwriting standards of one mortgage issuer while another might classify the loan as “subprime.” In addition to other functions, the risk associated with an investment in a mortgage loan must take into account the nature of the collateral, the form and the level of credit enhancement, the vintage of the loan, the geography of the loan, the purpose of the loan (refinance versus purchase versus equity take-out), the borrower’s credit quality (e.g. FICO score), and whether the loan is a first trust deed or a second lien.

Counterparty Risk:    The Fund may be exposed to counterparty risk, or the risk that an entity with which the Fund has unsettled or open transactions may default. Financial assets, which potentially expose the Funds to credit and counterparty risks, consist principally of investments and cash due from counterparties. The exposure to credit and counterparty risks with respect to these financial assets is reflected in fair value recorded in the Fund’s Statement of Assets and Liabilities.

Note 3 — Federal Income Taxes

It is the policy of the Fund to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and distribute all of its net taxable income, including any net realized gains on investments, to its shareholders. Therefore, no federal income tax provision is required.

At June 30, 2014, net unrealized appreciation for federal income tax purposes was as follows:

 

Unrealized Appreciation

   $ 28,982,659   

Unrealized (Depreciation)

     (3,399,551
  

 

 

 

Net Unrealized Appreciation

   $ 25,583,108   
  

 

 

 

Cost of Investments for Federal Income Tax Purposes

   $ 262,557,986   
  

 

 

 

The Fund did not have any unrecognized tax benefits at June 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the six months ended June 30, 2014. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three and four fiscal years, respectively.

For the year ended December 31, 2013, the Fund distributed, on a tax basis, $18,690,880 of ordinary income. The Fund had no undistributed ordinary income at December 31, 2013, on a tax basis.

At December 31, 2013, the Fund had a total loss carry forward for federal income tax purposes of $9,786,243 which will expire in 2018.

 

30


TCW Strategic Income Fund, Inc.

 

 

June 30, 2014

 

Note 4 — Investment Advisory and Service Fees

 

As compensation for the services rendered, facilities provided, and expenses borne, the Advisor is paid a monthly fee by the Fund computed at the annual rate of 0.75% of the first $100 million of the Fund’s average managed assets and 0.50% of the Fund’s average managed assets in excess of $100 million.

In addition to the management fees, the Fund reimburses, with approval by the Fund’s Board of Directors, a portion of the Advisor’s costs associated in support of the Fund’s Rule 38a-1 compliance obligations, which is included in the Statement of Operations as Compliance Expense.

Note 5 — Purchases and Sales of Securities

For the six months ended June 30, 2014, purchases and sales or maturities of investment securities (excluding short-term investments) aggregated to $24,725,668 and $50,459,660, respectively for non-U.S. Government Securities and aggregated to $0 and $105,572, respectively, for U.S. Government Securities.

Note 6 — Directors’ Fees

Directors who are not affiliated with the Advisor received, as a group, fees and expenses of $58,652 from the Fund for the six months ended June 30, 2014. Directors may elect to defer receipt of their fees in accordance with the terms of a Non-Qualified Deferred Compensation Plan. Amounts deferred are recorded on the Fund’s books as other liabilities. Deferred compensation is included within directors’ fees and expenses in the Statement of Assets and Liabilities. Certain Officers and/or Directors of the Fund are also Officers and/or Directors of the Advisor.

Note 7 — Restricted Securities

The Fund is permitted to invest in securities that have legal or contractual restrictions on resale. Disposal of these securities may involve time consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. There were no restricted securities at June 30, 2014.

Note 8 — Loan Outstanding

The Fund is permitted to have borrowings for investment purposes. The Fund has entered into a line of credit agreement with The Bank of New York Mellon which permits the Fund to borrow up to $70 million at a rate, per annum, equal to the Federal Funds Rate plus 1.10%. There is also an annual commitment fee of $35,000. The average daily loan balance during the period for which loans were outstanding amounted to $4,762,976 and the weighted average interest rate was 1.22%. Interest expense on the line of credit was $24,201 for the six months ended June 30, 2014. The maximum outstanding loan balance during the six months ended June 30, 2014 was $8,680,000. There was no loan balance outstanding at June 30, 2014.

Note 9 — Indemnifications

Under the Fund’s organizational documents, its Officers and Directors may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. In addition, the Fund entered into an agreement with each of the Directors which provides that the Fund will indemnify and hold harmless each Director against any expenses actually and reasonably incurred by the Director in any proceeding arising out of or in connection with the Director’s services to the Fund, to the fullest extent permitted by the Fund’s Articles of Incorporation and By-Laws, the Maryland General Corporation Law, the Securities Act of 1933, and the 1940 Act, each as now or hereinafter in force. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this

 

31


TCW Strategic Income Fund, Inc.

 

Notes to Financial Statements (Unaudited) (Continued)

 

Note 9 — Indemnifications (Continued)

 

would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. The Fund has not accrued any liability in connection with such indemnification.

Note 10 — Recently Issued Accounting Pronouncement

On June 7, 2013, the FASB issued Accounting Standards Update No. 2013-08, Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”). ASU No. 2013-08 sets forth a new approach for determining whether a public or private entity is an investment company and sets certain measurement and disclosure requirements for an investment company. ASU No. 2013-08 is effective in annual reporting periods beginning on or after December 15, 2013, and for interim periods within those annual reporting periods. Management has determined that as an investment company that is regulated under the 1940 Act, the Fund qualifies as an investment company pursuant to FASB Accounting Standards Codification No. 946, Financial Services — Investment Companies and meets the reporting requirement under the new pronouncement.

 

32


TCW Strategic Income Fund, Inc.

Financial Highlights

 

     Six Months
Ended
June 30,
2014
(Unaudited)
    Year Ended
December 31,
2013
    Year Ended
December 31,
2012
    Year Ended
December 31,
2011
    Year Ended
December 31,
2010
    Year Ended
December 31,
2009
 

Net Asset Value Per Share, Beginning of Period

   $ 5.82      $ 5.60      $ 4.94      $ 5.52      $ 4.77      $ 3.64   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Operations:

            

Net Investment Income (1)

     0.13        0.31        0.43        0.54        0.90        0.78   

Net Realized and Unrealized Gain (Loss) on Investments

     0.14        0.30        0.78        (0.23     0.47        0.86   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from Investment Operations

     0.27        0.61        1.21        0.31        1.37        1.64   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions:

            

Distributions from Net Investment Income

     (0.15     (0.39     (0.55     (0.89     (0.62     (0.51
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value Per Share, End of Period

   $ 5.94      $ 5.82      $ 5.60      $ 4.94      $ 5.52      $ 4.77   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market Value Per Share, End of Period

   $ 5.52      $ 5.34      $ 5.36      $ 4.85      $ 5.22      $ 4.37   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Asset Value Total Return (2)

     4.59 % (3)      11.19     24.95     5.50     29.53     46.61

Market Price Return (4)

     6.14 % (3)      6.92     22.20     10.54     34.54     60.97

Ratios/Supplemental Data:

            

Net Assets, End of Period
(in thousands)

   $ 283,382      $ 277,337      $ 266,798      $ 235,227      $ 262,582      $ 227,310   

Ratio of Expenses Before Interest Expense to Average Net Assets

     0.85 % (5)      0.91     1.03     0.98     1.00     1.12

Ratio of Interest Expense to
Average Net Assets

     0.02 % (5)      0.11     0.21     0.27     0.19     0.34

Ratio of Total Expenses to
Average Net Assets

     0.86 % (5)      1.02     1.24     1.26     1.19     1.47

Ratio of Net Investment Income to Average Net Assets

     4.32 % (5)      5.25     7.88     9.58     16.67     18.62

Portfolio Turnover Rate

     9.17 % (3)      34.97     35.09     39.63     49.30     30.31

 

(1) Computed using average shares outstanding throughout the period.
(2) Based on net asset value per share, adjusted for reinvestment of distributions.
(3) For the six months ended June 30, 2014 and not indicative of a full year’s results.
(4) Based on market price per share, adjusted for reinvestment of distributions.
(5) Annualized.

 

See accompanying notes to financial statements.

 

33


TCW Strategic Income Fund, Inc.

Supplemental Information (Unaudited)

 

Proxy Voting Guidelines

The policies and procedures that the Fund uses to determine how to vote proxies are available without charge. The Board of Directors of the Fund has delegated the Fund’s proxy voting authority to the Advisor.

Disclosure of Proxy Voting Guidelines

The proxy voting guidelines of the Advisor are available:

 

  1. By calling 1-(877) 829-4768 to obtain a hard copy; or
  2. By going to the SEC website at http://www.sec.gov.

When the Fund receives a request for a description of the Advisor’s proxy voting guidelines, it will deliver the description that is disclosed in the Fund’s Statement of Additional Information. This information will be sent out via first class mail (or other means designed to ensure equally prompt delivery) within three business days of receiving the request.

The Advisor, on behalf of the Fund, must prepare and file Form N-PX with the SEC not later than August 31 of each year, which must include the Fund’s proxy voting record for the most recent twelve-month period ended June 30 of that year. The Fund’s proxy voting record for the most recent twelve-month period ended June 30 is available:

 

  1. By calling 1-(877) 829-4768 to obtain a hard copy; or
  2. By going to the SEC website at http://www.sec.gov.

When the Fund receives a request for the Fund’s proxy voting record, it will send the information disclosed in the Fund’s most recently filed report on Form N-PX via first class mail (or other means designed to ensure equally prompt delivery) within three business days of receiving the request.

The Fund also discloses its proxy voting record on its website as soon as is reasonably practicable after its report on Form N-PX is filed with the SEC.

Availability of Quarterly Portfolio Schedule

The Fund files a complete schedule of its portfolio holdings with the SEC for the first and third quarters of its fiscal year on Form N-Q. The Form N-Q is available by calling 1-(877) 829-4768 to obtain a hard copy. You may also obtain the Fund’s Form N-Q:

 

  1. By going to the SEC website at http://www.sec.gov.; or
  2. By visiting the SEC’s Public Reference Room in Washington, D.C. and photocopying it (Phone 1-800-SEC-0330 for information on the operation of the SEC’s Public Reference Room).

Corporate Governance Listing Standards

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund’s Annual CEO Certification certifying compliance with NYSE’s Corporate Governance Listing Standards was submitted to the Exchange on October 14, 2013 as part of its Annual Written Affirmation. Also in accordance with Section 303A.12 of the New York Stock Exchange Listed Company Manual, the Fund submitted Interim Written Affirmations on January 6, 2014 and March 17, 2014.

 

34


 

TCW Strategic Income Fund, Inc.

 

Dividend Reinvestment Plan

   

 

Shareholders who wish to add to their investment may do so by making an election to participate in the Dividend Reinvestment Plan (the “Plan”). Under the Plan, your dividend is used to purchase shares on the open market whenever shares, including the related sales commission, are selling below the Fund’s net assets value per share. You will be charged a pro-rata portion of brokerage commissions on open-market purchases under the Plan. If the market price, including commission, is selling above the net asset value, you will receive shares at a price equal to the higher of the net asset value per share on the payment date or 95% of the closing market price on the payment date. Generally, for tax purposes, shareholders participating in the Plan will be treated as having received a distribution from the Fund in cash equal to the value of the shares purchased from them under the Plan.

To enroll in the Plan, if your shares are registered in your name, write to Computershare, P.O. Box #30170, College Station, TX 77842-3170, or call toll free at (866) 227-8179. If your shares are held by a brokerage firm, please call your broker. If you participate in the Plan through a broker, you may not be able to transfer your shares to another broker and continue to participate in the Plan if your new broker does not permit such participation. If you no longer want to participate in the Plan, please contact Computershare or your broker. You may elect to continue to hold shares previously purchased on your behalf or to sell your shares and receive the proceeds, net of any brokerage commissions. If you need additional information or assistance, please call our investor relations department at (877) 829-4768 or visit our website at www.tcw.com. As always, we would be pleased to accommodate your investment needs.

Distribution policy

The Fund has a net investment income-based distribution policy. The policy is to pay quarterly distributions out of the Fund’s accumulated undistributed net investment income and/or other sources subject to the requirements of the Investment Company Act of 1940 and Sub-chapter M of the Internal Revenue Code.

Distribution policies are a matter of Board discretion and may be modified or terminated at any time without prior notice. Any such change or termination may have an adverse effect on the market price for the Fund’s shares.

You should not draw any conclusions about the Fund’s investment performance from the amount of the quarterly distribution or from the terms of the Fund’s distribution policy.

 

35


LOGO

TCW TSIsrt9672 8/11/14 TCW Strategic Income Fund, Inc. 865 South Figueroa Street Los Angeles, California 90017 866 227 8179 www.TCW.com Investment Advisor TCW Investment Management Company 865 South Figueroa Street Los Angeles, California 90017 Transfer Agent, Dividend Reinvestment and Disbursement Agent and Registrar Computershare P.O. Box #30170 College Station, TX 77842-3170 Independent Registered Public Accounting Firm Deloitte & Touche, LLP 350 South Grand Avenue Los Angeles, California 90071 Custodian & Administrator State Street Bank & Trust Company One Lincoln Street Boston, Massachusetts 02111 Legal Counsel Dechert LLP 1900 K Street N.W. Washington, D.C. 20006 Directors Samuel P. Bell Director David S. DeVito Director, President, and Chief Executive Officer John A. Gavin Director Patrick C. Haden Director, Chairman Janet E. Kerr Director David B. Lippman Director Peter McMillan Director Charles A. Parker Director Victoria B. Rogers Director Andrew Tarica Director Officers Meredith S. Jackson Senior Vice President, General Counsel, Secretary and Interim Chief Compliance Officer Richard Villa Treasurer, and Principal Financial and Accounting Officer Peter A. Brown Senior Vice President George N. Winn Assistant Treasurer Patrick Dennis Assistant Secretary Jon-Luc Dupuy Assistant Secretary TS/srt9672 8/11/14


Item 2. Code of Ethics.

Not required for this filing.

 

Item 3. Audit Committee Financial Expert.

Not required for this filing.

 

Item 4. Principal Accountant Fees and Services.

Not required for this filing.

 

Item 5. Audit of Committee of Listed Registrants.

Not required for this filing.

 

Item 6. Schedule of Investments.

The Schedule of Investments is included as part of item 1 of this form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not required for this filing.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not required for this filing.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

None.

 

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to Registrant’s Board of Directors.

 

Item 11. Controls and Procedures.

 

  (a)

The Chief Executive Officer and Chief Financial Officer have concluded that the registrant’s disclosure controls and procedures (as defined in rule 30a-2(c)


  under the Investment Company Act of 1940) provide reasonable assurances that material information relating to the registrant is made known to them by the appropriate persons as of a date within 90 days of the filing date of this report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940 and 15d-15(b) under the Exchange Act.

 

  (b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant’s last fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 12. Exhibits.

 

  (a)(1)    Not required for this filing
 

(a)(2)

   The certifications required by Rule 30a-2(a) of the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) are filed herewith.
 

(a)(3)

   Not required for this filing
 

(b)

   The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act are filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)   TCW Strategic Income Fund, Inc.
By (Signature and Title)  
 

/s/ David S. DeVito

  David S. DeVito
  Chief Executive Officer
Date   August 22, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)  
 

/s/ David S. DeVito

  David S. DeVito
  Chief Executive Officer
Date   August 22, 2014

 

By (Signature and Title)  
 

/s/ Richard M. Villa

  Richard M. Villa
  Chief Financial Officer
Date   August 22, 2014