N-2/A

As filed with the Securities and Exchange Commission on October 6, 2025

Securities Act

Registration No. 333-289452

Investment Company

Registration No. 811-04980

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

N-2

REGISTRATION STATEMENT

UNDER


THE SECURITIES ACT OF 1933			☒
Pre-Effective Amendment No. 1			☒
Post-Effective Amendment No.			☐
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940			☒
Amendment No. 1			☒

TCW Strategic Income Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

515 South Flower Street,

Los Angeles, CA 90071

(Address of Principal Executive Offices)

(Number, Street, City, State, Zip Code)

(214)

244-0000

(Registrant’s Telephone Number, Including Area Code)

Peter Davidson, Esq.

TCW Strategic Income Fund, Inc.

515 South Flower Street, Los Angeles, CA 90071

(Name and Address (Number, Street, City, Zip Code) of Agent for Service)

Copies of Communication to:

Brian McCabe, Esq.

Adam Schlichtmann, Esq.

Ropes & Gray LLP

800 Boylston Street

Boston, MA 02119

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box ☐

If any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan, check the following box. ☒

If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box ☒

If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box ☐

It is proposed that this filing will become effective (check appropriate box):

☐

when declared effective pursuant to section 8(c) of the Securities Act

Check each box that appropriately characterizes the Registrant:

☒

Registered

Closed-End

Fund

(closed-end

company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).

☐

Business Development Company

(closed-end

company that intends or has elected to be regulated as a business development company under the Investment Company Act.

☐

Interval Fund (Registered

Closed-End

Fund or a Business Development Company that makes periodic repurchase offers under Rule

23c-3

under the Investment Company Act).

☒

A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☐

Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐

Emerging Growth Company (as defined by Rule

12b-2

under the Securities and Exchange Act of 1934).

☐

If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

☐

New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus (subject to completion), dated October 6, 2025

BASE PROSPECTUS

70,000,000 Shares

TCW STRATEGIC INCOME FUND, INC.

Shares of Common Stock

Rights to Purchase Shares of Common Stock

The Fund

TCW Strategic Income Fund, Inc. (the “Fund,” “we,” “us,” or “our”) is a diversified,

closed-end

management investment company. The Fund’s investment objective is to seek a total return comprised of current income and capital appreciation. The Fund’s investment objective is considered to be a fundamental policy and may only be changed with the approval of a “majority of the Fund’s outstanding voting securities” (as defined in the Investment Company Act of 1940, as amended). There can be no assurance that the investment objective of the Fund will be realized.

We may offer, from time to time, in one or more offerings, up to 70,000,000 shares of our common stock, par value $0.01 per share (“Common Stock”). We may also offer subscription rights to purchase shares of our Common Stock. Common Stock may be offered at prices and on terms to be set forth in one or more supplements to this Prospectus (each, a “Prospectus Supplement”). You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in our Common Stock.

Our Common Stock may be offered directly to one or more purchasers, including existing stockholders in a rights offering, through agents designated from time to time by us, or to or through underwriters or dealers. The Prospectus Supplement relating to the offering will identify any agents or underwriters involved in the sale of our Common Stock, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters, or among our underwriters, or the basis upon which such amount may be calculated. The Prospectus Supplement relating to any offering of rights will set forth the number of shares of Common Stock issuable upon the exercise of each right (or number of rights) and the other terms of such rights offering. We may not sell any of our Common Stock through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms of the particular offering of our Common Stock.

Shares of our Common Stock are listed on the New York Stock Exchange (“NYSE”) under the symbol “TSI.” The last reported sale price of our Common Stock, as reported by the NYSE on September 19, 2025 was $5.02 per share of Common Stock. The net asset value (“NAV”) of our Common Stock at the close of business on September 19, 2025 was $5.26 per shares of Common Stock. Rights issued by the Fund may also be listed on a securities exchange.

Investing in the shares of Common Stock involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or all of your investment and risks associated with leverage. Before buying any shares of Common Stock, you should read the discussion of the principal risks of investing in the Fund. The principal risks of investing in the Fund are summarized in “Prospectus Summary — Special Risks Considerations” beginning on page 12 of this Prospectus and further described in “Risk Factors” beginning on page 32 of this Prospectus, including “Leverage Risk.”

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This Prospectus is part of a registration statement that we have filed with the SEC using the “shelf” registration process. Under the shelf registration process, we may offer, from time to time, separately or together in one or more offerings, the securities described in this Prospectus. The securities may be offered at prices and on terms described in one or more supplements to this Prospectus. This

Prospectus provides you with a general description of the securities that we may offer. Each time we use this Prospectus to offer securities, we will provide a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement may also add, update or change information contained in this Prospectus. This Prospectus, together with any Prospectus Supplement, sets forth concisely the information about the Fund that a prospective investor should know before investing. You should read this Prospectus and applicable Prospectus Supplement, which contain important information, before deciding whether to invest in the Common Stock. You should retain the Prospectus and Prospectus Supplement for future reference. A Statement of Additional Information (“SAI”), dated October [●], 2025, containing additional information about the Fund, has been filed with the SEC and, as amended from time to time, is incorporated by reference in its entirety into this Prospectus. You may call

1-800-FUND-TCW

(1-800-386-3829),

visit the Fund’s website (www.TCW.com) or write to the Fund to obtain, free of charge, copies of the SAI and the Fund’s semi-annual and annual reports, as well as to obtain other information about the Fund or to make stockholder inquiries. The SAI, as well as the Fund’s semi-annual and annual reports, are also available for free on the SEC’s website (http://www.sec.gov). You may also

e-mail

requests for these documents to publicinfo@sec.gov. Information contained in, or that can be accessed through, the Fund’s website is not part of this Prospectus.

The Fund’s shares of Common Stock do not represent a deposit or obligation of, and are not guaranteed by or endorsed by, any bank or other insured depositary institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

Prospectus dated October [ ], 2025

TABLE OF CONTENTS


	Page

PROSPECTUS SUMMARY		6

SUMMARY OF FUND EXPENSES		12

FINANCIAL HIGHLIGHTS		14

THE FUND		17

THE OFFER		17

USE OF PROCEEDS		17

DESCRIPTION OF COMMON STOCK		17

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES		18

RISK FACTORS		32

MANAGEMENT OF THE FUND		63

NET ASSET VALUE		66

DISTRIBUTIONS		66

RIGHTS OFFERINGS		67

CERTAIN U.S. FEDERAL INCOME TAX MATTERS		68

THE FUND’S STRUCTURE; SHARE REPURCHASE AND CHANGE IN STRUCTURE		70

DIVIDEND REINVESTMENT PLAN		70

DESCRIPTION OF CAPITAL STRUCTURE		71

CUSTODIAN AND ADMINISTRATOR		71

TRANSFER AGENT AND DIVIDEND-PAYING AGENT		71

PLAN OF DISTRIBUTION		71

LEGAL OPINIONS		73

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		73

ADDITIONAL INFORMATION		73

TABLE OF CONTENTS OF THE FUND’S STATEMENT OF ADDITIONAL INFORMATION		74

You should rely only on the information contained or incorporated by reference in this Prospectus. The Fund has not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained or the representations made herein are accurate only as of the date on the cover page of this Prospectus. The Fund’s business, financial condition and prospects may have changed since that date.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, and the SAI, incorporated by reference into the Prospectus, contain “forward-looking statements.” Forward-looking statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,” and similar terms with the negative of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Fund’s actual results are the performance of the portfolio of securities the Fund holds, the price at which the Fund’s shares of Common Stock will trade in the public markets and other factors discussed in the Fund’s periodic filings with the SEC.

Although the Fund believes that the expectations expressed in the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in the Fund’s forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the “Risk Factors” section of this Prospectus. All forward-looking statements contained in this Prospectus or in the SAI are made as of the date of this Prospectus or SAI, as the case may be. Except for ongoing obligations under the federal securities laws, the Fund does not intend and is not obligated to update any forward-looking statement.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in the Fund’s securities offered by this prospectus. You should carefully read the more detailed information contained in this prospectus and in the SAI. In particular, you should carefully read the risks of investing in the Fund’s common stock, as discussed under the section entitled “Risk Factors.” Except where the context suggests otherwise, the terms the “Fund,” “we,” “us,” and “our” refer to TCW Strategic Income Fund, Inc.; the “Adviser” refers to TCW Investment Management Company, LLC; and “TCW” refers to TCW Investment Management Company LLC (the “Adviser”) and its parent company, The TCW Group, Inc., collectively.

The Fund

The Fund is a

closed-end,

diversified, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was incorporated in Maryland on January 13, 1987 and commenced operations on March 5, 1987.

NYSE Listed

The Fund’s shares of Common Stock are listed for trading on the NYSE under the symbol “TSI.” As of September 19, 2025, the net assets of the Fund were $251,246,708.39, the total assets of the Fund were $251,246,708.39 and the Fund had 47,785,440.273 shares of Common Stock outstanding. The last reported sale price of the Fund’s Common Stock, as reported by the NYSE on September 19, 2025 was $5.02 per share of Common Stock. The NAV of the Fund’s Common Stock at the close of business on September 19, 2025 was $5.26 per share of Common Stock. See “Description of Common Stock.” Rights issued by the Fund may also be listed on a securities exchange.

The Offer

We may offer, from time to time, in one or more offerings, up to 70,000,000 shares of our Common Stock on terms to be determined at the time of the offer. We may also offer subscription rights to purchase our Common Stock. The Common Stock may be offered at prices and on terms to be set forth in one or more Prospectus Supplements. You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in our Common Stock. Our Common Stock may be offered directly to one or more purchasers, through agents designated from time to time by us, or to or through underwriters or dealers. The offer price per share of Common Stock will not be less than the NAV per share of Common Stock at the time we make the offer, exclusive of any underwriting commissions or discounts, provided that rights offerings that meet certain conditions may be offered at a price below the then current NAV. See “Rights Offerings.” The Prospectus Supplement relating to the offer will identify any agents, underwriters or dealers involved in the sale of our Common Stock, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters, or among our underwriters, or the basis upon which such amount may be calculated. See “Plan of Distribution.” The Prospectus Supplement relating to any offering of rights will set forth the number of shares of Common Stock issuable upon the exercise of each right (or number of rights) and the other terms of such rights offering. We may not sell any of our shares of Common Stock through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms of the particular offering of our Common Stock.

Use of Proceeds

The Adviser anticipates that investment of the net proceeds from the issuance of Common Stock hereunder in accordance with the Fund’s investment objective and policies will take approximately thirty (30) days from the date on which the proceeds from an offering are received by the Fund. The Fund intends to use the proceeds of an offering to make investments consistent with its investment objective. However, the investment of the net proceeds may take up to three months from completion of the offer, depending on market conditions and the availability of appropriate securities. Pending such investment, it is anticipated that the net proceeds will be invested in fixed income securities and other permitted investments. See “Use of Proceeds.”

Who May Want to Invest

Investors should consider their investment goals, time horizons and risk tolerance before investing in the Fund. An investment in the Fund is not appropriate for all investors, and the Fund is not intended to be a complete investment program. The Fund is designed as a long-term investment and not as a trading vehicle. The Fund may be an appropriate investment for investors who are seeking:

•

closed-end

fund that seeks a total return comprised of current income and capital appreciation by investing generally in a wide range of securities including convertible securities, marketable small-,

mid-

and large-capitalization equity securities, investment-grade debt securities, high-yield debt securities, securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities (“U.S. Government Securities”), repurchase agreements, mortgage related securities, asset-backed securities, collateralized loan obligations (“CLOs”), money market securities, other securities and derivative instruments;

•

a fund that seeks a balance between credit risk and interest rate risk and investment returns;

•

a fund that seeks exposure to private credit and private asset-backed securities;

•

exposure to mortgage backed and asset backed securities for an overall portfolio that lacks such exposure; and

•

a portfolio that may be shifted and reallocated with professional selection and active management by the Adviser.

Investment Objective and Investment Strategies

The Fund’s investment objective is to seek a total return comprised of current income and capital appreciation. There can be no assurance that the Fund will achieve its investment objective.

Depending on current market conditions and the Fund’s outlook over time, the Fund seeks to achieve its investment objectives by investing in a wide range of securities, including U.S. Government Securities, investment-grade corporate debt securities, high-yield debt securities, mortgage related securities, asset-backed securities, marketable small-,

mid-

and large-capitalization equity securities, convertible securities, repurchase agreements, other investment companies, other securities and derivative instruments.

The Fund’s investment objective is considered to be a fundamental investment policy and may only be changed with the approval of a “majority of the Fund’s outstanding voting securities.” A “majority of the Fund’s outstanding voting securities,” when used in this Prospectus, means the lesser of (1) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are present in person or represented by proxy, or (2) more than 50% of the outstanding shares.

The Fund’s principal investment strategies are not considered to be fundamental by the Fund and can be changed without the vote of the Fund’s stockholders by the Board with at least sixty (60) days’ written notice provided to stockholders.

Portfolio Turnover Rate

The Fund’s portfolio turnover rate may vary from year to year. Because it is difficult to predict accurately portfolio turnover rates, actual turnover may be higher or lower. A high portfolio turnover rate increases a fund’s transaction costs (including brokerage commissions and dealer costs), which would adversely impact a fund’s performance. Higher portfolio turnover may result in the realization of more short-term capital gains than if a fund had lower portfolio turnover.

Portfolio

Portfolio Construction Guidelines.

Under normal market conditions, the Fund invests at least 80% of its “Managed Assets” in a wide range of securities, including U.S. Government Securities, investment-grade corporate debt securities, high-yield corporate debt securities,

non-US

developed and emerging market debt mortgage related securities, asset-backed securities, marketable small-,

mid-

and large-capitalization equity securities, convertible securities, money market securities, repurchase

agreements, other securities and derivative instruments. Under some market conditions, certain types of structured products, swaps and other derivative instruments may be used to provide neutral or counter,

i.e.

, short exposure to other portfolio holdings. “Managed Assets” are the net asset value of Common Stock, plus the liquidation preference of any preferred shares issued by the Fund and the principal amount of any borrowings of the Fund used for leverage. An emerging market country means any of the countries in the J.P. Morgan Emerging Market Bond Index (EMBI) Global Diversified, the J.P. Morgan Corporate Emerging Market Bond Index (CEMBI) Broad Diversified, the J.P. Morgan Government Bond Index-Emerging Markets

(GBI-EM),

the MSCI Emerging Markets Index and the MSCI Frontier Markets Index.

The Fund may invest in credit obligations or related instruments that, at the time of investment, could be subject to default. The credit obligations and related instruments in which the Fund may invest include mortgage-backed and asset-backed securities and securities whose value depends on the value of mortgage-backed or asset-backed securities. The Fund may also invest in collateralized debt obligations (“CDOs”), including CLOs and collateralized bond obligations (“CBOs”). These types of investments present special risks. See “Risk Factors.”

The Fund may invest in common stocks and shares of other investment companies (including those advised by the Fund’s investment adviser or its affiliates), including mutual funds, money market funds,

closed-end

funds, business development companies (“BDCs”), exchange-traded funds (“ETFs”), and other pooled investment vehicles (collectively, “Underlying Funds”). The Fund may obtain exposure to private credit and private asset-backed securities indirectly by investing in Underlying Funds, including Underlying Funds managed by the Fund’s investment adviser or its affiliates.

The Fund may also seek exposure to private credit and private asset-backed securities through investments in unaffiliated private funds that pursue private credit strategies or are otherwise consistent with the Fund’s investment objectives and policies. The unaffiliated private funds in which the Fund may invest include pooled investment vehicles that that would qualify as “investment companies” under the 1940 Act but for Sections 3(c)(1) or 3(c)(7) of the 1940 Act and would not qualify for any other exemption (“3(c)(1)/3(c)(7) Funds”), as well as vehicles that would not be investment companies for reasons other than the exemptions in Sections 3(c)(1) or 3(c)(7) of the 1940 Act (“Other Private Funds” and, together with 3(c)(1)/3(c)(7) Funds, “Private Funds”).

Under normal market conditions, the Fund may also invest in any combination of the following: (i) structured products that do not provide long or short exposure to other credit obligations; (ii) swaps and other derivative instruments (including total return, index and interest rate swaps, options, warrants, forward contracts, futures contracts and options on futures contracts) that do not provide long or short exposure to other credit obligations; (iii) foreign currencies and foreign currency derivatives (including foreign currency related swaps, futures contracts and forward contracts) acquired for the purpose of hedging the currency risk arising from the credit obligations in the Fund’s portfolio; and (iv) equity securities obtained through the conversion or exchange of convertible or exchangeable instruments, debt restructurings or bankruptcy proceedings and hedges on such positions. Structured products, swaps and other derivative instruments that do not provide long or short exposure to other credit obligations are those instruments whose reference or underlying assets or indices are not credit obligations or indices of credit obligations. Examples of such instruments include equity- and commodity-linked notes, total return swaps based on the value of an equity security and commodity futures contracts. The Fund may invest in such instruments in order, for example, (i) to seek current income or capital appreciation or (ii) to reduce the Fund’s exposure solely to credit obligations. The Adviser believes that the flexibility afforded by being able to invest in such instruments may benefit the Fund by (i) allowing the Fund to invest in potentially attractive investment opportunities that are not credit obligations and (ii) increasing the mix of instruments in the Fund’s portfolio which could reduce the overall risk of the Fund’s portfolio. There can be no assurance that these benefits will be realized and such instruments may expose the Fund to risks not presented by credit obligations.

The types of derivative instruments that the Fund currently invests in (or considers for investment) are: structured products, swaps, futures contracts, and forward contracts. In the future, the Fund may invest in other types of derivative instruments if deemed advisable by the Adviser. Structured products include instruments such as credit-linked securities, commodity-linked notes and structured notes. A structured product may combine a traditional stock, bond, or commodity with an option or forward contract. An example of a structured product could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a structured product would be a combination of a bond and a call option on oil. The Fund may commence investing in such other types of derivative instruments without notice to stockholders.

Credit Quality.

The Fund may invest without limit in debt instruments that are, at the time of purchase, rated below investment grade (below Baa by Moody’s Investors Service, Inc. (“Moody’s”) or below BBB by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Company, Inc. (“S&P”) or Fitch, Inc. (“Fitch”)), or unrated but determined by the Adviser to be of comparable quality to securities so rated. The Fund may invest in mortgage-related and other asset-backed securities regardless of rating (

i.e.

, of any credit quality). For purposes of applying the foregoing policy, in the case of securities with split ratings (

i.e.

, a

security receiving two different ratings from two different rating agencies), the Fund will apply the higher of the applicable ratings. The Fund may invest in securities of stressed issuers, which include securities at risk of being in default as to the repayment of principal and/or interest at the time of acquisition by the Fund or that are rated in the lower rating categories by one or more nationally recognized statistical rating organizations (for example, Ca or lower by Moody’s or CC or lower by S&P or Fitch) or, if unrated, are determined by the Adviser to be of comparable quality. Debt instruments of below investment grade quality are regarded as having predominantly speculative characteristics with respect to capacity to pay interest and to repay principal, and are commonly referred to as “high yield” securities or “junk bonds.” Debt instruments in the lowest investment grade category also may be considered to possess some speculative characteristics. The Fund may, for hedging, investment or leveraging purposes, make use of credit default swaps, which are contracts whereby one party makes periodic payments to a counterparty in exchange for the right to receive from the counterparty a payment equal to the par (or other agreed-upon) value of a referenced debt obligation in the event of a default or other credit event by the issuer of the debt obligation.

The Fund may invest in securities that have not been registered for public sale in the U.S. or relevant

non-U.S.

jurisdiction, including without limitation securities eligible for purchase and sale pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or relevant provisions of applicable

non-U.S.

law, and other securities issued in private placements. The Fund may also invest in securities of other investment companies, including, without limitation, exchange-traded funds (“ETFs”), and may invest in foreign ETFs. The Fund may invest in real estate investment trusts (“REITs”). The Fund may invest in securities of companies with small and medium market capitalizations.

The Fund may invest without limit in illiquid securities

(i.e.,

securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities).

Duration Strategy

. It is expected that the Fund normally will have a short to intermediate average portfolio duration (

i.e.

, within a zero to eight (0 to 8) year range), as calculated by the Adviser, although it may be shorter or longer at any time or from time to time depending on market conditions and other factors. While the Fund seeks to maintain a short to intermediate average portfolio duration, there is no limit on the maturity or duration of any individual security in which the Fund may invest. The Adviser believes that maintaining duration within this range offers flexibility and the opportunity for above-average returns while potentially limiting exposure to interest rate volatility and related risk. Duration is a measure used to determine the sensitivity of a security’s price to changes in interest rates. The Fund’s duration strategy may entail maintaining a negative average portfolio duration from time to time, which would potentially benefit the portfolio in an environment of rising market interest rates, but would generally adversely impact the portfolio in an environment of falling or neutral market interest rates. The Adviser may also utilize certain strategies, including without limit investments in structured notes or interest rate futures contracts or swap, cap, floor or collar transactions, for the purpose of reducing the interest rate sensitivity of the Fund’s portfolio, although there is no assurance that it will do so or that such strategies will be successful.

Leverage.

The Fund can utilize leverage through the use of a credit facility. The Fund has entered into a line of credit agreement with The State Street Bank and Trust Company which permits the Fund to borrow up to $70 million at a rate, per annum, equal to the higher of the Federal Funds rate and the one month adjusted term Secured Overnight Financing Rate (“SOFR”), plus 1.10%. There is also an annual administrative fee of $56,000 for the contract period. As of September 19, 2025, the Fund did not have an outstanding line of credit balance. The Fund may also enter into transactions that may give rise to a form of leverage including, among others, futures and forward contracts (including foreign currency exchange contracts), credit default swaps, total return swaps and other derivative transactions, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions. Although it has no current intention to do so, the Fund may also determine to issue preferred shares or other types of senior securities to add leverage to its portfolio. The Fund intends to utilize reverse repurchase agreements, dollar rolls, borrowings and other forms of leverage opportunistically and may choose to increase or decrease, or eliminate entirely, its use of leverage over time and from time to time, based on the Adviser’s assessment of the yield curve environment, interest rate trends, market conditions and other factors.

The net proceeds the Fund obtains from reverse repurchase agreements, dollar rolls or other forms of leverage utilized will be invested in accordance with the Fund’s investment objective and policies as described in this prospectus. So long as the rate of return, net of applicable Fund expenses, on the debt obligations and other investments purchased by the Fund exceeds the costs to the Fund of the leverage it utilizes, the investment of the Fund’s net assets attributable to leverage will generate more income than will be needed to pay the costs of the leverage. If so, and all other things being equal, the excess may be used to pay higher dividends to holders of shares of our Common Stock (the “Common Stockholders”) than if the Fund were not so leveraged.

The 1940 Act generally prohibits the Fund from engaging in most forms of leverage (including the use of reverse repurchase agreements, dollar rolls, bank loans, commercial paper or other credit facilities, credit default swaps, total return swaps and other derivative transactions, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment

transactions, to the extent that these instruments are not covered as described below) unless immediately after the issuance of the leverage the Fund has satisfied the asset coverage test with respect to senior securities representing indebtedness prescribed by the 1940 Act; that is, the value of the Fund’s total assets less all liabilities and indebtedness not represented by senior securities (for these purposes, “total net assets”) is at least 300% of the senior securities representing indebtedness (effectively limiting the use of leverage through senior securities representing indebtedness to 33 1/3% of the Fund’s total net assets, including assets attributable to such leverage). In addition, the Fund is not permitted to declare any cash dividend or other distribution on its Common Stock unless, at the time of such declaration, this asset coverage test is satisfied. The Fund may (but is not required to) cover its commitments under reverse repurchase agreements, dollar rolls, derivatives and certain other instruments by entering into offsetting transactions or owning positions covering its obligations. To the extent that certain of these instruments are so covered, they will not be considered “senior securities” under the 1940 Act and therefore will not be subject to the 1940 Act 300% asset coverage requirement otherwise applicable to forms of leverage used by the Fund. However, reverse repurchase agreements, dollar rolls and other such instruments, even if covered, may represent a form of economic leverage and create special risks. The use of these forms of leverage increases the volatility of the Fund’s investment portfolio and could result in larger losses to Common Stockholders than if these strategies were not used. See “Risk Factors—Leverage Risk.” To the extent that the Fund engages in borrowings, it may prepay a portion of the principal amount of the borrowing to the extent necessary in order to maintain the required asset coverage. Failure to maintain certain asset coverage requirements could result in an event of default.

Rule

18f-4

under the 1940 Act regulates registered investment companies’ use of derivatives and certain related instruments. Compliance with this rule, among other things, requires funds that invest in derivative instruments beyond a specified limited amount to limit derivatives exposure through one of two

value-at-risk

tests, to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and meet certain reporting requirements in respect of derivatives. To the extent the Fund uses derivative instruments (excluding certain currency and interest rate hedging transactions) in a limited amount, it will not be subject to the full requirements of Rule

18f-4.

Leveraging is a speculative technique and there are special risks and costs involved. There can be no assurance that the Fund’s leveraging strategies will be successful or result in a higher yield on shares of Common Stock. When leverage is used, the net asset value and market price of the Common Stock and the yield to Common Stockholders will be more volatile. See “Risk Factors—Leverage Risk.” In addition, interest and other expenses borne by the Fund with respect to its use of reverse repurchase agreements, dollar rolls, borrowings or any other forms of leverage are borne by the Common Stockholders and result in a reduction of the net asset value of the Common Stock. In addition, because the fees received by the Adviser are based on the Managed Assets of the Fund, the Adviser has a financial incentive for the Fund to use certain forms of leverage

(e.g.,

reverse repurchase agreements, dollar rolls, borrowings and preferred shares), which may create a conflict of interest between the Adviser and the Common Stockholders.

Temporary Defensive Positions

. During temporary defensive periods or in order to keep the Fund’s cash fully invested, including during the period when the net proceeds of the offer are being invested, the Fund may deviate from its investment objective and principal investment strategy. During such periods, the Fund may invest all or a portion of its Managed Assets in certain short-term (less than one (1) year to maturity) and medium-term (not greater than five years to maturity) debt securities or hold cash. The short-term and medium-term debt securities in which the Fund may invest consist of: (i) obligations of the U.S. government, its agencies or instrumentalities; (ii) bank deposits and bank obligations (including certificates of deposit, time deposits and bankers’ acceptances) of U.S. or foreign banks denominated in any currency; (iii) floating rate securities and other instruments denominated in any currency issued by various governments or international development agencies; (iv) finance company and corporate commercial paper and other short-term corporate debt obligations of U.S. or foreign corporations; (v) repurchase agreements with banks and broker-dealers with respect to such securities; and (vi) shares of money market funds.

The Adviser

The Adviser is headquartered at 515 South Flower Street, Los Angeles, California 90071. The Adviser is registered under the Investment Advisers Act of 1940, as amended. The Adviser was organized in 1987 as a wholly-owned subsidiary of The TCW Group, Inc. (“TCW”). As of June 30, 2025, 2025, the Adviser and its affiliated companies, which provide a variety of investment management and advisory services, had approximately $201 billion under management or committed to management.

Custodian and Administrator

State Street Bank & Trust Company acts as the custodian and administrator to the Fund. See “Custodian and Administrator.”

Transfer Agent and Dividend-Paying Agent

Computershare acts as the Fund’s transfer agent and dividend-paying agent. See “Transfer Agent and Dividend-Paying Agent.”

Legal proceedings

The Fund and the Adviser are not currently parties to any material legal proceedings.

Distributions

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 1940 Act and

Sub-chapter

M of the Internal Revenue Code of 1986, as amended (the “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. Stockholders 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.

Dividend Reinvestment Plan

The Fund has established a dividend reinvestment plan (the “Plan”). Stockholders who wish to add to their investment may do so by making an election to participate in the Plan. Under the Plan, stockholder dividends are used to purchase Fund shares on the open market whenever shares, including the related sales commission, are selling below the Fund’s net asset value per share. Stockholders will be charged a

pro-rata

portion of brokerage commissions on open-market purchases under the Plan. If the market price, including commission, of Fund shares is above the Fund’s net asset value per share, you will receive shares at a price equal to the higher of the Fund’s net asset value per share on the payment date or 95% of the closing market price of Fund shares on the payment date. Generally, for U.S. federal income tax purposes, stockholders 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 on their behalf under the Plan.

Closed-end

Fund Structure

Closed-end

funds differ from

open-end

management investment companies (commonly referred to as mutual funds) in that

closed-end

funds generally list their shares for trading on a securities exchange and do not redeem their shares at the option of the stockholder. By comparison, mutual funds issue securities redeemable at NAV at the option of the stockholder and typically engage in a continuous offering of their shares. Mutual funds are subject to continuous asset

in-flows

and

out-flows

that can complicate portfolio management, whereas

closed-end

funds generally can stay more fully invested in securities consistent with the

closed-end

fund’s investment objective and policies. In addition, in comparison to

open-end

funds,

closed-end

funds have greater flexibility in the employment of financial leverage and in the ability to make certain types of investments, including investments in illiquid securities.

However, shares of

closed-end

funds frequently trade at a discount from their NAV. In recognition of the possibility that the shares of Common Stock might trade at a discount to NAV and that any such discount may not be in the interest of Common Stockholders, the Board, in consultation with the Adviser, from time to time may review possible actions to reduce any such discount. The Board might consider open market repurchases or tender offers for shares of Common Stock at NAV. There can be no assurance, however, that the Board will decide to undertake any of these actions or that, if undertaken, such actions would result in the shares of Common Stock trading at a price equal to or close to NAV. The Board might also consider the conversion of the Fund to an

open-end

mutual fund, which would also require a vote of the stockholders of the Fund. Under the 1940 Act, conversion of the Fund to an open- end mutual fund would require approval by both (i) a majority of the Board and (ii) a vote of stockholders representing the lesser of (a) 67% or more of the outstanding voting securities of the Fund at a stockholder meeting, if the holders of more than 50% of the outstanding voting securities are present in person or by proxy, or (b) more than 50% of the outstanding voting securities of the Fund. In addition, any amendment to the Fund’s charter which makes the Common Stock a redeemable security (within the meaning of the 1940 Act) and any merger with an

open-end

investment company would require approval by both (i) a majority of the Board and (ii) the affirmative vote of stockholders entitled to cast at

least two-thirds of

the votes entitled to be cast on the matter.

The Fund has no limitation on investments in illiquid securities

(closed-end

funds are not required to have any such limitation) and may invest all or a portion of its assets in illiquid securities. In order to meet redemptions upon request by stockholders,

open-end

funds typically cannot have more than 15% of their net assets in illiquid securities. Thus, if the Fund were to convert to an

open-end

fund, it would have to adopt a limitation on illiquid securities and may need to revise its investment objective, strategies and policies. The composition of the Fund’s portfolio and/or its investment policies could prohibit the Fund from complying with regulations of the SEC applicable to

open-end

management investment funds absent significant changes in portfolio holdings, including with respect to certain illiquid securities, and investment policies. The Board believes, however, that the

closed-end

structure is desirable, given the Fund’s investment objective, strategies and policies. Investors should assume, therefore, that it is highly unlikely that the Board would vote to convert the Fund to an

open-end

investment company. Investors should note that the issuance of preferred shares to provide investment leverage could make a conversion to an

open-end

fund more difficult because of the voting rights of preferred stockholders, the costs of redeeming preferred shares and other factors.

Special Risk Considerations

Risk is inherent in all investing and you could lose all or any portion of the amount you invest in our securities. Therefore, before investing in our securities, you should consider the risks described in this Prospectus, the Fund’s Annual Report and any Prospectus Supplement carefully. The following is only a summary of certain risks of investing in the Fund described in more detail in the Fund’s Annual Report and elsewhere in this Prospectus and any applicable Prospectus Supplement. Before you invest, you should read the full summary of the risks of investing in the Fund, beginning on page 32 of this Prospectus under the heading “Risk Factors,” in any accompanying Prospectus Supplement and under the heading “Investment Objective, Investment Strategy, and Risk Considerations” in the Fund’s Annual Report.

Risks related to the Fund’s portfolio investments include risks related to:

•

investing in fixed income securities, including the risk of investing in U.S. Government Securities, corporate debt securities (including high-yield corporate debt securities), mortgage-related securities, asset-backed securities, and CDOs;

•

equity securities risk, including the risk of investing in

mid-

and large-capitalization companies;

•

investing in other investment companies, including other investment companies with exposure to private credit and private asset-backed securities;

•

investing in Private Funds with exposure to private credit and private asset-backed securities;

•

investing in securities of foreign issuers;

•

investing in derivative instruments, including structured products, swaps, futures contracts, and forward contracts, among others; and

•

use of financial leverage.

Special risks to investors in the Fund’s Common Stock include risks relating to the Fund’s distribution policy, dividends and use of leverage, the Common Stocks’ market price and liquidity, dilution and portfolio turnover.

Other general risks include risks related to:

•

the Fund’s long-term investment techniques, management and dependence on key personnel;

•

market risks, market disruptions and geopolitical events, economic events and market events, government intervention in the financial markets, and inflation;

•

the anti-takeover provisions in the Fund’s charter; and

•

the Fund’s status as a regulated investment company (“RIC”) under Subchapter M of the Code, for U.S. federal income tax purposes.

SUMMARY OF FUND EXPENSES

The purpose of the following table and the example below is to help you understand the fees and expenses that you, as an investor in the Fund, would bear directly or indirectly. The expenses shown in the table under “Other expenses” are estimated for

the Fund’s current fiscal year, based on the Fund’s expenses during the

six-month

period ended on June 30, 2025. The expenses shown in the table under “Interest expenses on bank borrowings,” “Total annual expenses” and “Total annual expenses after expense reimbursement” are estimated based on the Fund’s average net assets for the

six-month

period ended June 30, 2025 of $244,149,467.98. The tables show Fund expenses as a percentage of net assets attributable to shares of Common Stock.


Common Stockholder Transaction Expenses	Percentage of Offering Price
Sales load paid by you (as a percentage of subscription price) (1)		0	%
Offering expenses borne by the Fund (as a percentage of subscription price) (1)		0	%
Dividend Reinvestment Plan fees (2)		None


	Annual Expenses (as a percentage of net assets attributable to Common Stock)
Annual Expenses
Management Fees (3)		0.59	%
Interest Payments on borrowed funds (4)		0.00	%
Other Expenses		0.32	%
Acquired Fund Fees and Expenses (5)		0.20	%
Total Annual Expenses		1.11	%
Fee Waivers (6)		(0.07)	%
Total Annual Expenses After Fee Waivers (6)		1.04	%

(1)	If shares of Common Stock are sold to or through underwriters, the Prospectus Supplement will set forth any applicable sales load and the estimated offering expenses.

(2)

You will pay brokerage charges if you direct your broker or the plan agent to sell your shares of Common Stock that you acquired pursuant to a dividend reinvestment plan. You may also pay a pro rata share of brokerage commissions incurred in connection with open-market purchases pursuant to the Fund’s Dividend Reinvestment Plan. See “Dividend Reinvestment Plan.”

(3)

As compensation for the investment advisory services rendered, facilities provided, and expenses borne, the Adviser 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. The advisory fee percentage calculation assumes the use of leverage by the Fund as discussed in note (4). To derive the annual advisory fee as a percentage of the Fund’s net assets (which are the Fund’s total assets less all of the Fund’s liabilities), the Fund’s average Managed Assets for the

six-month

period ended June 30, 2025 were multiplied by the annual advisory fee rate and then divided by the Fund’s average net assets for the same period (plus the estimated proceeds of this Offer if fully subscribed as described in note (6)).

(4)

For the

six-month

period ended June 30, 2025, the Fund did not have an outstanding balance under its Credit Facility. For purposes of preparing this table, the Fund has assumed that it will use leverage through bank borrowings representing in the aggregate 0.00% of the Fund’s Managed Assets (including the assets subject to, and obtained with the proceeds of, such borrowings) at an average annual interest rate equal to the higher of the Federal Funds rate and the one month adjusted term SOFR, plus 1.10%. There can be no assurances that the Fund will be able to obtain such level of borrowing (or to maintain its current level of borrowing), that the terms under which the Fund borrows will not change, or that the Fund’s use of leverage will be profitable. The expenses shown under “Interest expense on bank borrowings” in the table above includes the expected interest expense on the maximum amount to which the Fund intends to borrow during the next twelve months, and the Fund currently intends during the next twelve months (i) to maintain a similar proportionate amount of borrowings but may increase such amount to 33 1/3% of the average daily value of the Fund’s total assets and (ii) not to issue preferred shares.

(5)	Acquired fund fees and expenses include an estimate of certain of the fees and expenses incurred indirectly by the Fund as a result of the Fund’s investments in the Underlying Funds.

(6)

The Fund and the Adviser have entered into a contractual fee waiver agreement (the “Fee Waiver Agreement”), pursuant to which the Adviser has agreed to waive its management fee from the Fund in an amount equal to any advisory fees it or its affiliates receive from the Fund’s investments in an affiliated Underlying Fund, through November 1, 2026. Only the Board of Directors is permitted to terminate that contract at any time prior to November 1, 2026 in its discretion with written notice to the Adviser.

The purpose of the table above is to help you understand all fees and expenses that you, as a Common Stockholder, would bear directly or indirectly. See “Management of the Fund” and “Dividend Reinvestment Plan.”

EXAMPLE

An investor would directly or indirectly pay the following expenses on a $1,000 investment in the Fund, assuming a 5% annual return and that the Fee Waiver Agreement will expire after November 1, 2026. This example assumes that (i) all dividends and other distributions are reinvested at NAV, and (ii) the percentage amounts listed under “Total annual expenses” above remain the same in the years shown. This example reflects all recurring and

non-recurring

fees. For more complete descriptions of certain of the Fund’s costs and expenses, see “Management of the Fund — Advisory Agreement.”

The example should not be considered a representation of future expenses or rate of return and actual Fund expenses may be greater or less than those shown.


1 Year		3 Years		5 Years		10 Years
$	11	$	34	$	59	$	134

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance. The information in this table for the past five years is derived from the Fund’s financial statements audited by Deloitte & Touche LLP, an independent registered public accounting firm for the Fund, whose report on such financial statements, together with the financial statements of the Fund, are included in the Fund’s annual report to stockholders for the fiscal year ended December 31, 2024 and are incorporated by reference into this Prospectus and SAI. The financial information for the period ended June 30, 2025 is unaudited and is included in the Fund’s semi-annual report to stockholders for the period ended June 30, 2025 and is incorporated by reference into this Prospectus and SAI.

TCW Strategic Income Fund, Inc.

Financial Highlights


	Six Months Ended June 30, 2025 (Unaudited)			Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020
Net Asset Value Per Share, Beginning of Year	$	5.03		$	5.05		$	4.94		$	5.69		$	5.85		$	5.73

Income from Operations:
Net Investment Income (1)		0.15			0.31			0.29			0.26			0.32			0.29
Net Realized and Unrealized Gain (Loss) on Investments		0.10			0.06			0.18			(0.69	)		(0.11	)		0.11

Total from Investment Operations		0.25			0.37			0.47			(0.43	)		0.21			0.40

Less Distributions:
Distributions from Net Investment Income		(0.13	)		(0.39	)		(0.36	)		(0.24	)		(0.25	)		(0.28	)
Distributions from Net Realized Gains		—			—			—			(0.08	)		(0.12	)		—

Total Distributions		(0.13	)		(0.39	)		(0.36	)		(0.32	)		(0.37	)		(0.28	)

Net Asset Value Per Share, End of Period	$	5.15		$	5.03		$	5.05		$	4.94		$	5.69		$	5.85

Market Value Per Share, End of Period	$	4.88		$	4.81		$	4.59		$	4.62		$	5.77		$	5.69

Net Asset Value Total Return (3)		5.00	% (3)		7.34	%		9.84	%		(7.51	)%		3.55	%		7.25	%
Market Price Return (4)		4.18	% (3)		13.33	%		7.15	%		(14.34	)%		8.03	%		3.75	%
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands)	$	245,906		$	240,342		$	241,398		$	235,845		$	271,573		$	279,067
Ratio of Expenses Before Interest Expense to Average Net Assets		0.89	% (5)		0.94	%		0.93	%		0.95	%		0.93	%		0.93	%
Ratio of Interest Expense to Average Net Assets		0.02	% (5)		(0.03	)%		0.08	%		0.07	%		0.02	%		0.04	%
Ratio of Total Expenses to Average Net Assets		0.91	% (5)		0.91	%		1.01	%		1.02	%		0.95	%		0.97	%
Ratio of Net Investment Income to Average Net Assets		5.89	% (5)		6.04	%		5.67	%		4.90	%		5.38	%		5.07	%


	Six Months Ended June 30, 2025 (Unaudited)			Year Ended December 31, 2024			Year Ended December 31, 2023			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020
Portfolio Turnover Rate		113.64	% (3)		256.45	%		234.87	%		155.62	%		178.02	%		72.59	%
Asset Coverage Ratio Per Share (6)		—			—			—			—			—			—
Total Debt Outstanding		—			—			—			—			—			—

(1)	Computed using average shares outstanding throughout the period.

(2)	Based on net asset value per share, adjusted for reinvestment of distributions. The Fund does not incur charges to investors for purchasing or selling shares.

(3)	For the six months ended June 30, 2025 and not indicative of a full year’s result.

(4)	Based on market price per share, adjusted for reinvestment of distributions. The Fund does not incur charges to investors for purchasing or selling shares.

(5)	Annualized.

(6)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the asset coverage per share.

THE FUND

The Fund is a diversified

closed-end

management investment company registered under the 1940 Act. The Fund was incorporated in Maryland on January 13, 1987 and commenced operations on March 5, 1987.

The Fund’s investment objective is to seek a total return comprised of current income and capital appreciation. No assurance can be given that the Fund’s investment objective will be achieved.

The Fund’s Adviser is TCW Investment Management Company LLC. The Adviser is registered under the Investment Advisers Act of 1940, as amended.

THE OFFER

We may offer, from time to time, in one or more offerings, up to 70,000,000 shares of our Common Stock on terms to be determined at the time of the offer. We may also offer subscription rights to purchase our Common Stock. The Common Stock may be offered at prices and on terms to be set forth in one or more Prospectus Supplements. You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in our Common Stock. Our Common Stock may be offered directly to one or more purchasers, through agents designated from time to time by us, or to or through underwriters or dealers. The offer price per share of Common Stock will not be less than the NAV per share of Common Stock at the time we make the offer, exclusive of any underwriting commissions or discounts, provided that rights offerings that meet certain conditions may be offered at a price below the then current NAV. See “Rights Offerings.” The Prospectus Supplement relating to the offer will identify any agents, underwriters or dealers involved in the sale of our Common Stock, and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters, or among our underwriters, or the basis upon which such amount may be calculated. See “Plan of Distribution.” The Prospectus Supplement relating to any offering of offering of rights will set forth the number of shares of Common Stock issuable upon the exercise of each right (or number of rights) and the other terms of such rights offering. We may not sell any of our shares of Common Stock through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms of the particular offering of our Common Stock.

USE OF PROCEEDS

DESCRIPTION OF COMMON STOCK

The Fund is authorized to issue 75,000,000 shares of Common Stock. All shares of Common Stock have equal voting, dividend, distribution and liquidation rights. The shares of Common Stock outstanding are fully paid and

non-assessable.

Shares of Common Stock are not redeemable and have no preemptive rights, conversion rights, cumulative voting rights or appraisal rights.

The number of shares of Common Stock outstanding as of September 19, 2025 was 47,785,440.273.

The Fund’s shares of Common Stock are publicly held and are listed and traded on the NYSE. The following table sets forth for the fiscal quarters indicated the highest and lowest daily prices during the applicable quarter at the close of market on the NYSE per share of Common Stock along with (i) the highest and lowest closing NAV and (ii) the highest and lowest premium or discount from NAV represented by such prices at the close of the market on the NYSE.


	NYSE Market Price(1)				NAV at NYSE Market Price				Market Premium/(Discount) to NAV on Date of NYSE Market Price
Quarter Ended (1)	High		Low		High		Low		High			Low
June 30, 2025	$	4.97	$	4.73	$	5.20	$	5.03		(4.42	)%		(5.96	)%
March 31, 2025	$	4.93	$	4.76	$	5.16	$	5.00		(4.46	)%		(4.80	)%
December 31, 2024	$	4.97	$	4.79	$	5.27	$	5.03		(5.69	)%		(4.77	)%
September 30, 2024	$	5.04

Amendment: SEC Form N-2/A filed by TCW Strategic Income Fund Inc.