Attached as Appendix A is a list of required duties and tasks the Audit Committee generally expects to address at its regular meetings, as indicated.
The Audit Committee shall be responsible for the appointment, compensation, retention, and oversight of the work of the independent auditors employed by the Funds for the purpose of preparing or issuing an audit report or related work. Each such independent auditor shall report directly to the Committee. The Audit Committee shall also perform those duties included in Appendix A to this Charter and shall also perform such other functions and have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter.
The function of the Audit Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and the auditor’s responsibility to plan and carry out a proper audit. Nothing in this Charter shall be
construed to reduce the responsibilities or liabilities of a Trust’s service providers, including the auditors.
The review of a Trust’s financial statements by the Audit Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of a Trust’s management for
preparing, or the independent auditors for auditing, the financial statements. Members of the Audit Committee are not employees of a Trust and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures.
In discharging his or her duties, a member of the Audit Committee is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of a Trust whom the Trustee reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Trustee reasonably believes are within the person’s professional or expert competence; or (3) a Board committee of which the Trustee is not a member.
The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain and compensate special counsel and other experts, consultants, or advisers as the Committee deems necessary and the authority to obtain specialized training for Audit Committee members (at the expense of the relevant Trust or Fund), as appropriate. Each Fund shall provide for appropriate funding, as determined by the Audit Committee, for the payment of expenses of the Committee that the Audit Committee considers to be necessary or appropriate in fulfilling its purposes or carrying out its responsibilities under this Charter, including without limitation compensation of independent legal counsel or other advisers retained by the Audit Committee. Expenditures made by the Audit Committee must be presented for review by the full Board, including by a majority of its Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trusts, at the Board’s next regular meeting or as soon as reasonably practicable thereafter. Should any costs need to be allocated among the Funds, the Audit Committees shall recommend to their respective Boards the appropriate allocation of such costs.
The Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members.
| |
IV. | Operations of the Audit Committee |
| |
(a) | The Audit Committee shall have at least three members and shall consist only of Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the Funds. |
| |
(b) | The Committee members shall collectively satisfy the independence, financial expertise, and financial literacy standards of the New York Stock Exchange. |
| |
(c) | The Audit Committee shall meet on a regular basis. The Audit Committee is empowered to hold special meetings as circumstances require. The chair or a majority of the members shall be authorized to call a meeting of the Audit Committee and send notice thereof. |
| |
(d) | The Audit Committee shall ordinarily meet in person; however, members may attend telephonically. |
| |
(e) | The Committee may act by written consent, to the extent permitted by law and by a Trust’s Agreement and Declaration of Trust or Bylaws. |
| |
(f) | The Audit Committee shall have the authority to meet privately and to admit non-members, including, but not limited to, internal legal counsel and compliance personnel of a Trust’s investment adviser and with entities that provide significant accounting and administrative services to a Trust, individually by invitation. |
| |
(g) | The Audit Committee may, but is not required to, select one of its members to be the chair and may select a vice chair. |
| |
(h) | The presence of three members of the Audit Committee shall constitute a quorum of the Committee. The action of a majority of the members of the Audit Committee present at a meeting at which a quorum is present shall be the action of the Committee. |
| |
(i) | The Board shall adopt and approve this Charter, including Appendix A, and may amend it on the Board’s own motion. |
| |
(j) | The Audit Committee also shall serve as the Qualified Legal Compliance Committee, for which a separate charter has been adopted and is attached as Appendix B. |
Trustees who are not “interested persons” (as defined in the Investment Company
Act of 1940, as amended) of the Funds.
(b) The Committee members shall collectively satisfy the independence, financial
expertise, and financial literacy standards of the New York Stock Exchange.
(c) The Audit Committee shall meet on a regular basis. The Audit Committee is
empowered to hold special meetings as circumstances require. The chair or a
majority of the members shall be authorized to call a meeting of the Audit
Committee and send notice thereof.
(d) The Audit Committee shall ordinarily meet in person; however, members may
attend telephonically.
(e) The Committee may act by written consent, to the extent permitted by law and by
a Trust’s Agreement and Declaration of Trust or Bylaws.
(f) The Audit Committee shall have the authority to meet privately and to admit non-
members, including, but not limited to, internal legal counsel and compliance
personnel of a Trust’s investment adviser and with entities that provide significant
accounting and administrative services to a Trust, individually by invitation.
(g) The Audit Committee may, but is not required to, select one of its members to be
the chair and may select a vice chair.
(h) The presence of three members of the Audit Committee shall constitute a quorum
of the Committee. The action of a majority of the members of the Audit
Committee present at a meeting at which a quorum is present shall be the action of the Committee.
(i) The Board shall adopt and approve this Charter, including Appendix A, and may
amend it on the Board’s own motion.
(j) The Audit Committee also shall serve as the Qualified Legal Compliance
Committee, for which a separate charter has been adopted and is attached as
Appendix B.
History of Amendments
Updated and effective as of February 2020
Approved by the Boards of DFT, DSL, DBL and DLY: November 21, 2019
Last reviewed November 2019
Adopted by DoubleLine Funds Trust
Board of Trustees on March 25, 2010
Revised and approved: August 25, 2011
Revised and approved: November 17, 2011
Revised and approved: May 24, 2012
Revised and approved: February 27, 2013
Revised and approved: August 21, 2013
Revised and approved: August 17, 2016
Adopted by DoubleLine Income SolutionsFund
Board of Trustees on February 27, 2013
Revised and approved: August 21,2013
Revised and approved: August 17, 2016
DOUBLELINE FUNDS TRUST
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE YIELD OPPORTUNITIES FUND
AUDIT COMMITTEE CHARTER
I. Background
The Boards of Trustees of each of the DoubleLine Funds Trust, DoubleLine Income Solutions Fund, DoubleLine Opportunistic Credit Fund and DoubleLine Yield Opportunities Fund (each, a “Board” and, collectively, the “Boards”) have adopted this Charter to govern the activities of the Audit Committees of the Boards (each, an “Audit Committee” and, collectively, the “Audit Committees”). This Charter applies separately to each of the DoubleLine Funds Trust, DoubleLine Income Solutions Fund, DoubleLine Opportunistic Credit Fund and the DoubleLine Yield Opportunities Fund (collectively, the “Trusts” and, collectively with the series of DoubleLine Funds Trust, the “Funds”) and the Board and Audit Committee of each, and shall be interpreted accordingly.
Attached as Appendix A is a list of required duties and tasks the Audit Committee generally expects to address at its regular meetings, as indicated.
II. Scope of the Audit Committee
The Audit Committee shall be responsible for the appointment, compensation, retention, and oversight of the work of the independent auditors employed by the Funds for the purpose of preparing or issuing an audit report or related work. Each such independent auditor shall report directly to the Committee. The Audit Committee shall also perform those duties included in Appendix A to this Charter and shall also perform such other functions and have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter.
III. Authority and Responsibilities of the Audit Committee
The function of the Audit Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and the auditor’s responsibility to plan and carry out a proper audit. Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of a Trust’s service providers, including the auditors.
The review of a Trust’s financial statements by the Audit Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of a Trust’s management for
preparing, or the independent auditors for auditing, the financial statements. Members of the Audit Committee are not employees of a Trust and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures.
In discharging his or her duties, a member of the Audit Committee is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of a Trust whom the Trustee reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Trustee reasonably believes are within the person’s professional or expert competence; or (3) a Board committee of which the Trustee is not a member.
The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain and compensate special counsel and other experts, consultants, or advisers as the Committee deems necessary and the authority to obtain specialized training for Audit Committee members (at the expense of the relevant Trust or Fund), as appropriate. Each Fund shall provide for appropriate funding, as determined by the Audit Committee, for the payment of expenses of the Committee that the Audit Committee considers to be necessary or appropriate in fulfilling its purposes or carrying out its responsibilities under this Charter, including without limitation compensation of independent legal counsel or other advisers retained by the Audit Committee. Expenditures made by the Audit Committee must be presented for review by the full Board, including by a majority of its Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trusts, at the Board’s next regular meeting or as soon as reasonably practicable thereafter. Should any costs need to be allocated among the Funds, the Audit Committees shall recommend to their respective Boards the appropriate allocation of such costs.
The Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members.
IV. Operations of the Audit Committee
(a) The Audit Committee shall have at least three members and shall consist only of
Trustees who are not “interested persons” (as defined in the Investment Company
Act of 1940, as amended) of the Funds.
(b) The Committee members shall collectively satisfy the independence, financial
expertise, and financial literacy standards of the New York Stock Exchange.
(c) The Audit Committee shall meet on a regular basis. The Audit Committee is
empowered to hold special meetings as circumstances require. The chair or a
majority of the members shall be authorized to call a meeting of the Audit
Committee and send notice thereof.
(d) The Audit Committee shall ordinarily meet in person; however, members may
attend telephonically.
(e) The Committee may act by written consent, to the extent permitted by law and by
a Trust’s Agreement and Declaration of Trust or Bylaws.
(f) The Audit Committee shall have the authority to meet privately and to admit non-
members, including, but not limited to, internal legal counsel and compliance
personnel of a Trust’s investment adviser and with entities that provide significant
accounting and administrative services to a Trust, individually by invitation.
(g) The Audit Committee may, but is not required to, select one of its members to be
the chair and may select a vice chair.
(h) The presence of three members of the Audit Committee shall constitute a quorum
of the Committee. The action of a majority of the members of the Audit
Committee present at a meeting at which a quorum is present shall be the action of the Committee.
(i) The Board shall adopt and approve this Charter, including Appendix A, and may
amend it on the Board’s own motion.
(j) The Audit Committee also shall serve as the Qualified Legal Compliance
Committee, for which a separate charter has been adopted and is attached as
Appendix B.
History of Amendments
Updated and effective as of February 2020
Approved by the Boards of DFT, DSL, DBL and DLY: November 21, 2019
Last reviewed November 2019
Adopted by DoubleLine Opportunistic Credit FundFunds Trust
Board of Trustees on August 24, 2011March 25, 2010
Revised and approved: August 25, 2011
Revised and approved: November 17, 2011
Revised and approved: May 24, 2012
Revised and approved: February 27, 2013
Revised and approved: August 21, 2013
Revised and approved: May 25, 2017August 17, 2016
Adopted by DoubleLine Income SolutionsFund
25 Board of Trustees on February 27, 2013
Revised and approved: August 21,2013
Revised and approved: August 17, 2016
Appendix A (last revised August 2013)
|
| | | | | | |
| Task1
| Q1
February
| Q2
May
| Q3
Aug
| Q4
Nov
| As Needed |
1)
| Consideration of minutes. | ● | ● | ● | ● | ● |
2)
| Report to the Board of Trustees regarding the Committee’s activities. | ● | ● | ● | ● | ● |
| Appointment of the Funds’ Independent Auditors |
1)
| Receive and review a report from the independent auditors describing:
•
the auditors’ internal quality-control procedures;• any material issues raised:
°by the auditors’ most recent internal quality-control review or peer review or
°by any governmental or professional inquiry or investigation performed within the past five years relating to any independent audits carried out by the auditors, and any steps taken to address any such issues; and
• all relationships between the independent auditors and the Funds.
| | ● | | | ● |
2)
| Review the independent auditors’ qualifications and performance. | | ^ | | * | ● |
_______________________
1 * indicates an item that relates to only the open-end funds, which have a 3/31 FYE
^ indicates an item that relates only to the closed-end funds, which have a 9/30 FYE.
indicates an item that relates to the open-end funds and closed-end funds.
|
| | | | | | |
| Task1
| Q1
February
| Q2
May
| Q3
Aug
| Q4
Nov
| As Needed |
3)
| Review the auditors’ independence, including whether any non-audit services not pre-approved by the Audit Committee provided by a Trust’s independent auditor to (i) the Trust’s investment adviser or (ii) an affiliate of the investment adviser that provides ongoing services to the Trust are compatible with maintaining the auditor’s independence.2
| | ^ | | * | ● |
4)
| Consider the audit plan for the next upcoming annual audit and/or any special audit, including the arrangements for and scope of the audit. | | ^ | | * | ● |
5)
| Consider the fees proposed to be charged to a Fund by the auditors for each audit and non-audit service. | | ^ | | * | ● |
6)
| Pre-approve the engagement of auditors to:
•audit and provide their opinion annually on the Funds’ financial statements for the next fiscal year end; and
•provide other audit services and non-audit services to the Funds.
| | * | | ^ | ● |
7)
| Recommend to the full Board and the Independent Trustees the selection, terms of engagement, retention, or termination of the independent auditors for the next fiscal year end. | | * | | ^ | ● |
8)
| Consider any measures taken by management to assure that all items requiring pre-approval of the Audit Committee are identified and referred to the Committee in a timely fashion. | ● | | | | |
9)
| Consider rotation of lead and concurring partners and independent auditors.3
| | | | | ● |
| Review of Audit Results |
1)
| Review with management and the independent auditors any significant changes to GAAP and/or auditing policies or standards. | | * | | ^ | ● |
2)
| Review major issues regarding accounting principles and financial statement presentations. | | * | | ^ | ● |
_______________________
2 The Funds’ independent auditors have an ongoing responsibility to update the board regarding any information that could affect their independence.
3 Under Section 10A(j) of the Securities Exchange Act of 1934, as amended, it shall be unlawful for a registered public accounting firm to provide audit services to an issuer if the lead (or coordinating) audit partner (having primary responsibility for the audit), or the audit partner responsible for reviewing the audit, has performed audit services for that issuer in each of the 5 previous fiscal years of that issuer.
|
| | | | | | |
| Task1
| Q1
February
| Q2
May
| Q3
Aug
| Q4
Nov
| As Needed |
3)
| Meet with the auditors to discuss and review any matters of concern relating to:
•a Fund’s accounting and financial reporting policies and procedures;
•a Fund’s internal control over financial reporting and any special audit steps adopted in light of material control deficiencies;
•financial statements, including any adjustments to such statements recommended by the auditors; and
•management’s responses to any such comments.
| | * | | ^ | ● |
4)
| In connection with required certifications on Form N-CSR, review with the Funds’ principal executive officer and/or principal financial officer:
•any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein;
•any reported evidence of fraud involving management or other employees who have a significant role in the Funds’ internal control over financial reporting; and
•any significant change in internal controls or other factors that could significantly affect internal controls.
| | ● | | ● | ● |
5)
| Review with management and the independent auditors the shareholder reports of the Funds (including the disclosures under “Management’s Discussion of Fund Performance,” if any). | | * | | ^ | ● |
|
| | | | | | |
| Task1
| Q1
February
| Q2
May
| Q3
Aug
| Q4
Nov
| As Needed |
6)
| Review analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. | | * | | ^ | ● |
7)
| Review the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Funds. | | * | | ^ | ● |
8)
| Review the auditors’ opinion on a Fund’s financial statements. | | * | | ^ | ● |
9)
| Review the type and presentation of information to be included in earnings press releases (paying particular attention to any use of “pro forma,” or “adjusted” non-GAAP, information), as well as review any earnings releases, financial information, and earnings guidance provided to analysts and rating agencies.4
| | | | | ● |
10)
| Resolve disagreements between management and the independent auditors regarding financial reporting and review with the independent auditors any audit problems or difficulties and management’s response to such issues. | | * | | ^ | ● |
_______________________
4 The audit committee's responsibility to discuss earnings releases, as well as financial information and earnings guidance, may be done generally (i.e., discussion of the types of information to be disclosed and the type of presentation to be made). The audit committee need not discuss in advance each earnings release or each instance in which a listed company may provide earnings guidance.
|
| | | | | | |
| Task1
| Q1
February
| Q2
May
| Q3
Aug
| Q4
Nov
| As Needed |
11)
| Receive a report from the independent auditors that includes:
•all critical accounting policies and practices to be used;
•all alternative treatments of financial information within GAAP that have been discussed with management, including the ramifications of the use of the alternative disclosures and treatments and the treatment preferred by the accounting firm;
•other material written communications between the auditors and the management of the Funds; and
•a description of all non-audit services provided, including fees associated with the services, to the investment company complex since the last annual report or update that were not subject to the pre-approval requirements.
| | * | | ^ | |
12)
| Review with management and, as applicable, with the independent auditors, policies and guidelines with respect to risk assessment and risk management. | | * | | ^ | ● |
| Executive sessions |
1)
| With independent auditors, including regarding audit plan, draft audited financial statements, and completed audits. | | * | | ^ | ● |
2)
| With management, including regarding audit plan, draft financial statements, and completed audits. | | * | | ^ | ● |
|
| | | | | | |
| Task1
| Q1
February
| Q2
May
| Q3
Aug
| Q4
Nov
| As Needed |
3)
| With any personnel responsible for the internal audit functions. | | * | | ^ | ● |
| Other |
1)
| Prepare the report of the Audit Committee to be included in a closed-end fund’s annual proxy statement. The Report must state whether the Audit Committee has:
•reviewed and discussed the audited financial statements with management;
•discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended;
•received the written disclosures and the letter from the independent auditors regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditor’s independence; and
•based on the factors listed above, recommended to the Board of Trustees that the audited financial statements of the Trust be included in the Trust’s annual report.
| | | | ^ | ^ |
2)
| Conduct Committee self-evaluation. | | | ● | | ● |
3)
| Review Audit Charter. | | ● | | | ● |
|
| | | | | | |
| Task1
| Q1
February
| Q2
May
| Q3
Aug
| Q4
Nov
| As Needed |
4)
| Pre-approve the engagement of a Trust’s auditors to provide non-audit services to a Fund’s:
•investment adviser or
•any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to a Trust,
if the engagement relates directly to the operations and financial reporting of the Trust.
| | | | | ● |
5)
| Assist Board oversight of:
•
the integrity of the Funds’ financial statements;•
the Funds’ compliance with legal and regulatory requirements;•
the independent auditor's qualifications and independence; and•
the performance of the Funds’ internal audit function, if any, and independent auditors. | | | | | ● |
6)
| Develop, maintain and review policies and procedures for pre-approval of the engagement of a Trust’s auditors to provide audit and non-audit services. | | | | | ● |
7)
| Develop and maintain procedures for:
•receiving, retaining and treating complaints received by the Funds regarding accounting, internal accounting controls, or auditing matters; and
•confidential, anonymous submissions by employees of the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the investment adviser, regarding questionable accounting or auditing matters.
| | | | | ● |
|
| | | | | | |
| Task1
| Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed |
8)
| Recommend to the Board a Committee member who has accounting or related financial management expertise. | | | | | ^ |
9)
| Recommend to the Board an “audit committee financial expert” as defined in Item 3 of Form N-CSR. | | | | | ● |
10)
| •Address reports from attorneys or auditors of possible violations of federal or state law or fiduciary duty related to a Trust’s accounting or financial reporting
•Investigate or initiate an investigation of reports of improprieties or suspected improprieties in connection with a Trust’s accounting or financial reporting.
| | | | | ● |
11)
| Set clear hiring policies for employees or former employees of the independent auditors (applicable only to the extent the Trusts intend to have employees). | | | | | ● |
12)
| To the extent applicable, receive reports from any person to whom pre-approval authority has been delegated on his, her, or their pre-approval decisions to the Committee. | | | | | ● |
Appendix B
DOUBLELINE FUNDS TRUST
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE YIELD OPPORTUNITIES FUND
AUDIT COMMITTEE CHARTER
I. Background
The Boards of Trustees of each of the DoubleLine Funds Trust, DoubleLine Income Solutions Fund, DoubleLine Opportunistic Credit Fund and DoubleLine Yield Opportunities Fund (each, a “Board” and, collectively, the “Boards”) have adopted this Charter to govern the activities of the Audit Committees of the Boards (each, an “Audit Committee” and, collectively, the “Audit Committees”). This Charter applies separately to each of the DoubleLine Funds Trust, DoubleLine Income Solutions Fund, DoubleLine Opportunistic Credit Fund and the DoubleLine Yield Opportunities Fund (collectively, the “Trusts” and, collectively with the series of DoubleLine Funds Trust, the “Funds”) and the Board and Audit Committee of each, and shall be interpreted accordingly.
Attached as Appendix A is a list of required duties and tasks the Audit Committee generally expects to address at its regular meetings, as indicated.
II. Scope of the Audit Committee
The Audit Committee shall be responsible for the appointment, compensation, retention, and oversight of the work of the independent auditors employed by the Funds for the purpose of preparing or issuing an audit report or related work. Each such independent auditor shall report directly to the Committee. The Audit Committee shall also perform those duties included in Appendix A to this Charter and shall also perform such other functions and have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter.
III. Authority and Responsibilities of the Audit Committee
The function of the Audit Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and the auditor’s responsibility to plan and carry out a proper audit. Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of a Trust’s service providers, including the auditors.
The review of a Trust’s financial statements by the Audit Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of a Trust’s management for
preparing, or the independent auditors for auditing, the financial statements. Members of the Audit Committee are not employees of a Trust and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures.
In discharging his or her duties, a member of the Audit Committee is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of a Trust whom the Trustee reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Trustee reasonably believes are within the person’s professional or expert competence; or (3) a Board committee of which the Trustee is not a member.
The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain and compensate special counsel and other experts, consultants, or advisers as the Committee deems necessary and the authority to obtain specialized training for Audit Committee members (at the expense of the relevant Trust or Fund), as appropriate. Each Fund shall provide for appropriate funding, as determined by the Audit Committee, for the payment of expenses of the Committee that the Audit Committee considers to be necessary or appropriate in fulfilling its purposes or carrying out its responsibilities under this Charter, including without limitation compensation of independent legal counsel or other advisers retained by the Audit Committee. Expenditures made by the Audit Committee must be presented for review by the full Board, including by a majority of its Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trusts, at the Board’s next regular meeting or as soon as reasonably practicable thereafter. Should any costs need to be allocated among the Funds, the Audit Committees shall recommend to their respective Boards the appropriate allocation of such costs.
The Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members.
IV. Operations of the Audit Committee
(a) The Audit Committee shall have at least three members and shall consist only of
Trustees who are not “interested persons” (as defined in the Investment Company
Act of 1940, as amended) of the Funds.
(b) The Committee members shall collectively satisfy the independence, financial
expertise, and financial literacy standards of the New York Stock Exchange.
(c) The Audit Committee shall meet on a regular basis. The Audit Committee is
empowered to hold special meetings as circumstances require. The chair or a
majority of the members shall be authorized to call a meeting of the Audit
Committee and send notice thereof.
(d) The Audit Committee shall ordinarily meet in person; however, members may
attend telephonically.
(e) The Committee may act by written consent, to the extent permitted by law and by
a Trust’s Agreement and Declaration of Trust or Bylaws.
(f) The Audit Committee shall have the authority to meet privately and to admit non-
members, including, but not limited to, internal legal counsel and compliance
personnel of a Trust’s investment adviser and with entities that provide significant
accounting and administrative services to a Trust, individually by invitation.
(g) The Audit Committee may, but is not required to, select one of its members to be
the chair and may select a vice chair.
(h) The presence of three members of the Audit Committee shall constitute a quorum
of the Committee. The action of a majority of the members of the Audit
Committee present at a meeting at which a quorum is present shall be the action of the Committee.
(i) The Board shall adopt and approve this Charter, including Appendix A, and may
amend it on the Board’s own motion.
(j) The Audit Committee also shall serve as the Qualified Legal Compliance
Committee, for which a separate charter has been adopted and is attached as
Appendix B.
History of Amendments
Updated and effective as of February 2020
Approved by the Boards of DFT, DSL, DBL and DLY: November 21, 2019
Last reviewed November 2019
Adopted by DoubleLine Funds Trust
Board of Trustees on March 25, 2010
Revised and approved: August 25, 2011
Revised and approved: November 17, 2011
Revised and approved: May 24, 2012
Revised and approved: February 27, 2013
Revised and approved: August 21, 2013
Revised and approved: August 17, 2016
Adopted by DoubleLine Income SolutionsFund
Board of Trustees on February 27, 2013
Revised and approved: August 21,2013
Revised and approved: August 17, 2016
Adopted by DoubleLine Opportunistic Credit Fund
Board of Trustees on August 24, 2011
Revised and approved: August 25, 2011
Revised and approved: November 17, 2011
Revised and approved: May 24, 2012
Revised and approved: February 27, 2013
Revised and approved: August 21, 2013
Revised and approved: May 25, 2017
Appendix A (last revised August 2013)
| | | | | | | | | | | | | | | | | | | | |
| Task1 | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed |
1) | Consideration of minutes. | ● | ● | ● | ● | ● |
2) | Report to the Board of Trustees regarding the Committee’s activities. | ● | ● | ● | ● | ● |
| Appointment of the Funds’ Independent Auditors |
1) | Receive and review a report from the independent auditors describing: • the auditors’ internal quality-control procedures; • any material issues raised: ° by the auditors’ most recent internal quality-control review or peer review or ° by any governmental or professional inquiry or investigation performed within the past five years relating to any independent audits carried out by the auditors, and any steps taken to address any such issues; and • all relationships between the independent auditors and the Funds. | | ● | | | ● |
2) | Review the independent auditors’ qualifications and performance. | | ^ | | * | ● |
_______________________
1 * indicates an item that relates to only the open-end funds, which have a 3/31 FYE
^ indicates an item that relates only to the closed-end funds, which have a 9/30 FYE.
•indicates an item that relates to the open-end funds and closed-end funds.
| | | | | | | | | | | | | | | | | | | | |
| Task1 | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed |
3) | Review the auditors’ independence, including whether any non-audit services not pre-approved by the Audit Committee provided by a Trust’s independent auditor to (i) the Trust’s investment adviser or (ii) an affiliate of the investment adviser that provides ongoing services to the Trust are compatible with maintaining the auditor’s independence.2 | | ^ | | * | ● |
4) | Consider the audit plan for the next upcoming annual audit and/or any special audit, including the arrangements for and scope of the audit. | | ^ | | * | ● |
5) | Consider the fees proposed to be charged to a Fund by the auditors for each audit and non-audit service. | | ^ | | * | ● |
6) | Pre-approve the engagement of auditors to: • audit and provide their opinion annually on the Funds’ financial statements for the next fiscal year end; and • provide other audit services and non-audit services to the Funds. | | * | | ^ | ● |
7) | Recommend to the full Board and the Independent Trustees the selection, terms of engagement, retention, or termination of the independent auditors for the next fiscal year end. | | * | | ^ | ● |
8) | Consider any measures taken by management to assure that all items requiring pre-approval of the Audit Committee are identified and referred to the Committee in a timely fashion. | ● | | | | |
9) | Consider rotation of lead and concurring partners and independent auditors. 3 | | | | | ● |
_______________________
2 The Funds’ independent auditors have an ongoing responsibility to update the board regarding any information that could affect their independence.
3 Under Section 10A(j) of the Securities Exchange Act of 1934, as amended, it shall be unlawful for a registered public accounting firm to provide audit services to an issuer if the lead (or coordinating) audit partner (having primary responsibility for the audit), or the audit partner responsible for reviewing the audit, has performed audit services for that issuer in each of the 5 previous fiscal years of that issuer.
| | | | | | | | | | | | | | | | | | | | |
| Task1 | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed |
Review of Audit Results |
1) | Review with management and the independent auditors any significant changes to GAAP and/or auditing policies or standards. | | * | | ^ | ● |
2) | Review major issues regarding accounting principles and financial statement presentations. | | * | | ^ | ● |
3) | Meet with the auditors to discuss and review any matters of concern relating to: •a Fund’s accounting and financial reporting policies and procedures; •a Fund’s internal control over financial reporting and any special audit steps adopted in light of material control deficiencies; •financial statements, including any adjustments to such statements recommended by the auditors; and •management’s responses to any such comments. | | * | | ^ | ● |
| | | | | | | | | | | | | | | | | | | | |
4) | In connection with required certifications on Form N-CSR, review with the Funds’ principal executive officer and/or principal financial officer: •any significant deficiencies in the design or operation of internal control over financial reporting or material weaknesses therein; •any reported evidence of fraud involving management or other employees who have a significant role in the Funds’ internal control over financial reporting; and •any significant change in internal controls or other factors that could significantly affect internal controls. | | ● | | ● | ● |
5) | Review with management and the independent auditors the shareholder reports of the Funds (including the disclosures under “Management’s Discussion of Fund Performance,” if any). | | * | | ^ | ● |
| | | | | | | | | | | | | | | | | | | | |
| Task1 | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed |
6) | Review analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. | | * | | ^ | ● |
7) | Review the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Funds. | | * | | ^ | ● |
8) | Review the auditors’ opinion on a Fund’s financial statements. | | * | | ^ | ● |
9) | Review the type and presentation of information to be included in earnings press releases (paying particular attention to any use of “pro forma,” or “adjusted” non-GAAP, information), as well as review any earnings releases, financial information, and earnings guidance provided to analysts and rating agencies.4 | | | | | ● |
10) | Resolve disagreements between management and the independent auditors regarding financial reporting and review with the independent auditors any audit problems or difficulties and management’s response to such issues. | | * | | ^ | ● |
_______________________
4 The audit committee's responsibility to discuss earnings releases, as well as financial information and earnings guidance, may be done generally (i.e., discussion of the types of information to be disclosed and the type of presentation to be made). The audit committee need not discuss in advance each earnings release or each instance in which a listed company may provide earnings guidance.
| | | | | | | | | | | | | | | | | | | | |
| Task1 | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed |
11) | Receive a report from the independent auditors that includes: •all critical accounting policies and practices to be used; •all alternative treatments of financial information within GAAP that have been discussed with management, including the ramifications of the use of the alternative disclosures and treatments and the treatment preferred by the accounting firm; •other material written communications between the auditors and the management of the Funds; and •a description of all non-audit services provided, including fees associated with the services, to the investment company complex since the last annual report or update that were not subject to the pre-approval requirements. | | * | | ^ | |
12) | Review with management and, as applicable, with the independent auditors, policies and guidelines with respect to risk assessment and risk management. | | * | | ^ | ● |
| Executive sessions |
1) | With independent auditors, including regarding audit plan, draft audited financial statements, and completed audits. | | * | | ^ | ● |
2) | With management, including regarding audit plan, draft financial statements, and completed audits. | | * | | ^ | ● |
| | | | | | | | | | | | | | | | | | | | |
| Task1 | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed |
3) | With any personnel responsible for the internal audit functions. | | * | | ^ | ● |
| Other |
1) | Prepare the report of the Audit Committee to be included in a closed-end fund’s annual proxy statement. The Report must state whether the Audit Committee has: •reviewed and discussed the audited financial statements with management; •discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended; •received the written disclosures and the letter from the independent auditors regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditor’s independence; and •based on the factors listed above, recommended to the Board of Trustees that the audited financial statements of the Trust be included in the Trust’s annual report. | | | | ^ | ^ |
2) | Conduct Committee self-evaluation. | | | ● | | ● |
3) | Review Audit Charter. | | ● | | | ● |
| | | | | | | | | | | | | | | | | | | | |
| Task1 | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed |
4) | Pre-approve the engagement of a Trust’s auditors to provide non-audit services to a Fund’s: •investment adviser or •any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to a Trust, if the engagement relates directly to the operations and financial reporting of the Trust. | | | | | ● |
5) | Assist Board oversight of: 1.the integrity of the Funds’ financial statements; 2.the Funds’ compliance with legal and regulatory requirements; 3.the independent auditor's qualifications and independence; and 4.the performance of the Funds�� internal audit function, if any, and independent auditors. | | | | | ● |
6) | Develop, maintain and review policies and procedures for pre-approval of the engagement of a Trust’s auditors to provide audit and non-audit services. | | | | | ● |
7) | Develop and maintain procedures for: • receiving, retaining and treating complaints received by the Funds regarding accounting, internal accounting controls, or auditing matters; and • confidential, anonymous submissions by employees of the investment adviser, administrator, principal underwriter, or any other provider of accounting related services for the investment adviser, regarding questionable accounting or auditing matters. | | | | | ● |
| | | | | | | | | | | | | | | | | | | | |
| Task1 | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed |
8) | Recommend to the Board a Committee member who has accounting or related financial management expertise. | | | | | ^ |
9) | Recommend to the Board an “audit committee financial expert” as defined in Item 3 of Form N-CSR. | | | | | ● |
10) | •Address reports from attorneys or auditors of possible violations of federal or state law or fiduciary duty related to a Trust’s accounting or financial reporting •Investigate or initiate an investigation of reports of improprieties or suspected improprieties in connection with a Trust’s accounting or financial reporting. | | | | | ● |
11) | Set clear hiring policies for employees or former employees of the independent auditors (applicable only to the extent the Trusts intend to have employees). | | | | | ● |
12) | To the extent applicable, receive reports from any person to whom pre-approval authority has been delegated on his, her, or their pre-approval decisions to the Committee. | | | | | ● |
Appendix B
Appendix B
DOUBLELINE FUNDS TRUST
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE YIELD OPPORTUNITIES FUND
QUALIFIED LEGAL COMPLIANCE COMMITTEE CHARTER
MAY 2017
I. Background
The Qualified Legal Compliance Committee Charter has been adopted by the Boards of Trustees (each a “Board” and, collectively, the “Boards”) of each of the DoubleLine Funds Trust, DoubleLine IncomeSolutionsFund,DoubleLineOpportunisticCreditFundandDoubleLine Opportunistic Credit YieldOpportunitiesFund (each, a “Trust” and, collectively, the “Trusts”) to govern the activities of the Qualified Legal Compliance Committees of the Boards (each, a “QLCC” and, collectively, the “QLCCs”). This Charter applies separately to each Trust, and each series thereof, if any, and shall be interpretedaccordingly.
Pursuant to Section 307 of the Sarbanes-Oxley Act of 2002 (“Section 307”), the Securities and ExchangeCommission(“SEC”)adoptedrulestoprescribeminimumstandardsofprofessionalconductfor attorneys appearing and practicing before the SEC (“Attorney Conduct Rules” or “Rules”). Based on the Rules, this Qualified Legal Compliance Committee Charter (the “QLCC Charter”) has been created to establish the procedures (the “Procedures”) by which an attorney providing legal services to the Trust should report evidence of a material violation of the securities laws, breach of fiduciary duty or similar violation by the Trust, its officers, managers, employees or agents (“Report”), and to provide for the confidential receipt, retention and consideration of any such Report by the Audit Committee of the Trust, with the Audit Committee also being designated as and constituting a “qualified legal compliance committee”asdefinedintheRules.AllattorneystowhichtheseProceduresapplyshouldprovidetheAudit Committee with a letter substantially in the form attached to theseProcedures.
II. Policy
The Audit Committee shall be the QLCC of the Trust.The QLCC will:
| |
1. | Receive, review and take appropriate action with respect to any report (“Report”) made or referred to the QLCC by an attorney of evidence of a material violation of applicable U.S. federal or state securities law, material breach of a fiduciary duty under U.S. federal or state law or a similar material violation by the Trust, or any series thereof, if applicable, or by any officer, director, employee, or agent of the Trust, or any series thereof, if applicable; |
| |
2. | Otherwise fulfill the responsibilities of a qualified legal compliance committee pursuant to Section 307 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder; and |
| |
3. | Perform such other duties as may be assigned to it, from time to time, by the Board consistent with the requirements of Section 307. |
1. Receive, review and take appropriate action with respect to any Report ("Report") made
or referred to the QLCC by an attorney of evidence of a material violation of applicable
U.S. federal or state securities law, material breach of a fiduciary duty under U.S. federal
or statelaworasimilarmaterialviolationbytheTrust,oranyseriesthereof,if
applicable,or byanyofficer,director,employee,oragentoftheTrust,oranyseries
thereof,ifapplicable;
2. Otherwisefulfilltheresponsibilitiesofaqualifiedlegalcompliancecommitteepursuant
to Section307oftheSarbanes-OxleyActof2002andtherulespromulgatedthereunder;
and
3. Perform such other duties as may be assigned to it, from time to time, by the Board
consistent with the requirements of Section307.
III. Scope of the QLCC
The scope of the QLCC’s responsibilities and its structure, process and membership requirements aresetforthinthisQLCCCharter,whichhasbeenadoptedandapprovedbytheBoardandmaybeamended by the Board or QLCC from time to time thereafter in compliance with applicable laws, rules and regulations.
IV. Organization
The Trust’s Audit Committee members shall serve as the QLCC and the trustees who are not "interested persons" of the Trust (as defined in the Investment Company Act of 1940, as amended) (the "Independent Trustees Trustees")shall designate one of themselves to serve as Chair of the QLCC, who generally will be the Lead Independent Trustee unless the QLCC appoints another member to Chair this QLCC. The members of the QLCC shall beappointedandreplacedbytheQLCC,butgenerallyshallconsistofthemembersoftheAuditCommittee.
V. Procedures
The QLCC may adopt written procedures for the confidential receipt, retention, and consideration of any oral or written Reports received by the QLCC. Such procedures are described below under Section VI “Authority and Responsibilities.” The QLCC shall have the authority to establish other rules and operatingproceduresinordertofulfillitsobligationsunderthisCharterandunderapplicablelaw,rulesand regulations.The Chair of the QLCC shall call a meeting of the QLCC whenever circumstanceswarrant.
VI. Authority and Responsibilities
The QLCC of the Trust, in discharging its responsibilities under this Charter, may, in addition to other actions it deems appropriate, consider taking one or more of the actions following the receipt of a Report as described below:
| |
A. | To inform the Trust’s Chief Compliance Officer (“CCO”) of the Report; |
| |
B. | To request that the CCO determine whether an investigation is necessary or appropriate regarding the potential material violation described in the Report, and make a written report to the QLCC regarding the CCO’s findings and conclusion; |
| |
C. | The QLCC then may accept or reject such report and, acting on such report or on its own, if it determines that an investigation is necessary or appropriate, initiate an investigation (which may be conducted by the person or persons of the QLCC’s choosing, which person or persons may include the CCO, attorneys employed by the Trust or by outside counsel, including retention of counsel not previously retained by the Trust) and retain any such additional expert personnel as the QLCC deems necessary (which may include empowering the CCO and/or other persons chosen by the QLCC to retain additional experts); |
| |
D. | If the CCO is implicated by the Report, or for any other reason, the QLCC may determine to initiate an investigation which may be conducted by the person or persons of the QLCC’s choosing, which person or persons may include attorneys employed by the Trust or by outside counsel, including retention of counsel not previously retained by the Trust and retain any such additional expert personnel as the QLCC deems necessary (which may include empowering other persons chosen by the QLCC to retain additional experts). Such persons may be charged with creating a written report to the QLCC; |
| |
E. | At the conclusion of any such investigation, to receive a report and recommend, by majority vote, that the Trust and/or the Adviser implement an appropriate response (as defined in the Rules) to evidence of a material violation and inform the Chief Compliance Officer and Chief Executive Officer of the Trust and the Board or others as deemed necessary by the QLCC of the results of such investigation and the appropriate remedial measures to be adopted; and |
A.To inform the Trust’s Chief Compliance Officer (“CCO”) of theReport;
B.To request that the CCO determine whether an investigation is necessary or appropriate regarding the potential material violation described in the Report, and make a written report to the QLCC regarding the CCO’s findings andconclusion;
| |
F. | Acting by majority vote, to take all other appropriate action, including notifying the SEC in the event that the Trust and/or the Adviser fail in any material respect to implement an appropriate response (as defined in the Rules) that the QLCC has recommended to the Trust to take. |
| |
G. | In all cases, the QLCC shall have full discretion, upon a majority vote of its members, to determine to inform or not to inform any or all of the Board, the Trust’s Chief Executive Officer and/or personnel employed by the Adviser of any report or investigation, with such discretion also including a decision not to inform or otherwise utilize the CCO regarding such report or investigation. |
| |
H. | The QLCC has the authority and responsibility to act, by majority vote, to take all other appropriate action, including the authority to notify the SEC in the event that the Trust fails in any material respect to implement an appropriate response that the QLCC has recommended to the Trust. |
| |
I. | The QLCC shall report to the Board on a regular basis regarding the matters that it oversees. Any such reports may take the form of an oral report by the chairperson of the QLCC or any other member of the QLCC designated by the chairperson to make the report. The presence of at least two members of the QLCC shall constitute a quorum and the QLCC may act by majority vote of those present. |
C.The QLCC then may accept or reject such report and, acting on such report or on its own, if it determines that an investigation is necessary or appropriate, initiate an investigation (which may be conducted by the person or persons of the QLCC’s choosing, which person or persons may include the CCO, attorneys employed by the Trust or by outside counsel, including retention of counsel not previously retained by the Trust) and retain any such additional expert personnel as the QLCC deems necessary (which may include empowering the CCO and/or other persons chosen by the QLCC to retain additionalexperts);
D.If the CCO is implicated by the Report, or for any other reason, the QLCC may determine to initiate an investigation which may be conducted by the person or persons of the QLCC’s choosing, which person or persons may include attorneys employed by the Trust or by outside counsel, including retention of counsel not previously retained by the Trust and retain any such additional expert personnel as the QLCC deems necessary (which may include empowering other persons chosen by the QLCC to retain additional experts). Such persons may be charged with creating a written report to theQLCC;
E.At the conclusion of any such investigation, to receive a report and recommend, by majority vote, that the Trust and/or the Adviser implement an appropriate response (as defined in the Rules) to evidence of a material violation and inform
the Chief Compliance Officer and Chief Executive Officer of the Trust and the Board or others as deemed necessary by the QLCC of the results of such investigation and the appropriate remedial measures to be adopted;and
F.Acting by majority vote, to take all other appropriate action, including notifying the SEC in the event that the Trust and/or the Adviser fail in any material respect to implement an appropriate response (as defined in the Rules) that the QLCC has recommended to the Trust totake.
G.In all cases, the QLCC shall have full discretion, upon a majority vote of its members, to determine to inform or not to inform any or all of the Board, the Trust’s Chief Executive Officer and/or personnel employed by the Adviser of any report or investigation, with such discretion also including a decision not to inform or otherwise utilize the CCO regarding such report orinvestigation.
H.The QLCC has the authority and responsibility to act, by majority vote, to take all other appropriate action,includingtheauthoritytonotifytheSECintheeventthattheTrustfailsinanymaterialrespect to implement an appropriate response that the QLCC has recommended to theTrust.
I.TheQLCCshallreporttotheBoardonaregularbasisregardingthemattersthatitoversees.Anysuch reportsmaytaketheformofanoralreportbythechairpersonoftheQLCCoranyothermemberofthe QLCC designated by the chairperson to make the report. The presence of at least two members of the QLCC shall constitute a quorum and the QLCC may act by majority vote of thosepresent.
VII. Records
The QLCC shall ensure that copies of any report submitted to it are retained, as well as a written record of its consideration of and response to such reports. Such records generally shall be retained by the Chief Compliance Officer, or other officer as the QLCC may designate after due consideration of the nature and content of the reports received.
VIII. Attorney Standards and Procedures
A. Persons Subject to These Procedures
These Procedures apply to attorneys who are “appearing and practicing before the SEC” in the representation of the Trust. An attorney is deemed to be “appearing and practicing before the SEC in the representation of the Funds” if the attorney is:
1.Providing legal services as an attorney for the Trust within the context of an attorney-clientattorney- client relationship with the Trust, whether the attorney is employed or retained by the Trust or by a service provider such as the Trust’s investment adviser (the “Adviser”);and
2. a.a. Transacting any business with the SEC on behalf of theTrust,including communications in any form;
or
b. Representing the Trust in a SEC administrative proceeding or in connection with any SEC investigation, inquiry, information request, or subpoena;or
c. Providing advice to the Trust with respect to United States securities laws or the SEC’s rules or regulations thereunder regarding any document that the attorney has notice will be filed with or submitted to, or incorporated into any document that will be filed with or submitted to, the SEC, including the provision of such advice in the context of preparing, or participating in the preparation of, any such document;or
d. Advising the Trust as to whether information or a statement, opinion, or other writing is required under United States securities laws or the SEC’s rules or regulation thereunder to be filed with or submitted to, or incorporated into any document that will be filed with or submitted to, the SEC.
In addition, an attorney retained or directed by the Trust to investigate evidence of a material violation reported under these Procedures shall be deemed to be appearing and practicing before the SEC.
B. Reporting Obligations
If an attorney who is appearing and practicing before the SEC in the representation of the Trust becomes aware of evidence of a material violation by the Trust or by any officer, director, employee or agent of the Trust, the attorney shall report such evidence to the QLCC. Information on how to contact the QLCC’s designee is set out below.
A “material violation” means a material violation of applicable United States federal or state securities law, a material breach of fiduciary duty arising under United States federal or state law, or a similar material violation of any United States federal or state law.25
When it adopted the implementing rules under Section 307, the SEC did not define the term “material” but intends the term to have the same meaning that it has under the federal securities laws. In TSC Indus. v. Northway, Inc., the United States Supreme Court held that a fact is material if there is “a substantial likelihood that the . . . fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.” 426 U.S. 438, 449 (1976). The Supreme Court also noted that determinations of materiality require “delicate assessments of the interferences a ‘reasonable shareholder’ would draw from a given set of facts and the significance of those inferences to him . . .” Id. at 450. Materiality is ordinarily to be determined by the trier of fact in light of all of the facts and circumstances. Id. at 445.
A “breach of fiduciary duty” means any breach of fiduciary or similar duty to the issuer recognized under an applicable federal or state statute or at common law, including but not limited to misfeasance, nonfeasance, abdication of duty, abuse of trust, and approval of unlawful transactions.1
Under the Attorney Conduct Rules, an attorney becomes aware of “evidence of a material violation” if he or she has credible evidence, based upon which it would be unreasonable, under the circumstances, for a prudent and competent attorney not to conclude that it is reasonably likely that a material violation has occurred, is ongoing, or is about to occur.
It is reasonable for an attorney not to conclude that there is a material violation while the attorney is in the process of inquiring or consulting with others regarding the potential violation. Such
inquiry and consultation reasonably may be conducted as long as (1) a Report is timely made to the QLCC if the attorney concludes that it is reasonably likely that a material violation has occurred, is ongoing, or is about to occur, and (2) the inquiry and/or consultation do not unduly delay the submission of a Report.
A Report may be made to the QLCC directly, either in person, by telephone, by e-mail, electronically, in writing or by any other means deemed appropriate by any such attorney under the circumstances. Initial reports generally shall be made to the chairperson of the QLCC, but reports may be made to any member of the QLCC, who then shall be responsible to convene the QLCC to determine an appropriate course of action.
In making a Report, the reporting attorney should explain the facts supporting his or her conclusion that he or she has become aware of evidence of a material violation by the Trust, any officer, manager, employee or agent of the Trust, as well as explain the general basis for the Report and the attorney’s concern.
By communicating such information to the Audit Committee, an attorney does not reveal client confidences or secrets or privileged or otherwise information related to the attorney’s representation of the Trust.
IX
.IX. Committee Resources
The QLCC shall have the resources to discharge all of its responsibilities, including but not limited to the authority to select, retain, terminate and approve the fees and other retention terms of special or independent counsel or any other experts or advisers as determined to be necessary or appropriate without seeking approval of management of the Trust. Expenditures made by the QLCC must be presented for review by the full Board, including by a majority of its DisinterestedIndependent Trustees, at the
Board’s next regular meeting or as soon as reasonably practicable thereafter.Costs incurred by the QLCC in performing its functions under this Charter shall be borne by the Trust. Should any costs need to be allocated between Trusts for any reason, the QLCCs shall recommend to their respective Boards the appropriate allocation of suchcosts.
X. Contact Information for Qualified Legal Compliance Committee
The QLCC contact person is:
DoubleLine Funds Trust,
DoubleLine Income Solutions Fund or
DoubleLine Opportunistic Credit Fund or
DoubleLine Yield Opportunities Fund Chief Compliance Officer
333 South Grand Avenue, Suite 1800
Los Angeles, CA 90071
Tel: (213) 633-8200
____________________________
5 17 CFR Part 205.
History of Amendments
Updated and effective as of February 2020
Approved by the Boards of DFT, DSL, DBL
and DLY: November 21, 2019 Last reviewed November 2019
Adopted by the DoubleLine Funds Trust
Board of Trustees on March 25, 2010
As revised through: February 27, 2013
Reviewed and approved: August 17, 2016
Adopted by the DoubleLine Income Solutions Fund Board of Trustees on February 27, 2013
Reviewed and approved: August 17, 2016
Adopted by the DoubleLine Opportunistic Credit Fund Board of Trustees:Fund: August 24, 2011
As revised through: February 27, 2013
Reviewed and approved: May 25, 2017
FORM OF REQUEST LETTER TO OUTSIDE ATTORNEYS OR LAW FIRMS
[name of firm] [address] [address]
[address]
[address]
Dear Sir or Madame:
It is our understanding that [DoubleLine Funds Trust, DoubleLine Income Solutions Fund, or DoubleLine Opportunistic Credit Fund or DoubleLine Yield Opportunities Fund, as applicable] (the “Trust”) has engaged your firm to provide legal counsel to the Trust relating to U.S. securities laws or to represent the Trust before the Securities and Exchange Commission (“SEC”). In this connection, I have enclosed a copy of the Trust’s Qualified Legal Compliance Committee Charter setting out procedures for attorney conduct (the “Procedures”). These Procedures outline the responsibilities of an attorney providing legal services to the Trust under Section 307 of the Sarbanes-Oxley Act of 2002 and applicable SEC rules and establish the procedures by which such an attorney should report a material violation of the securities laws, breach of fiduciary duty or similar violation by the Trust.
WeexpectthatyourattorneyswillcomplyfullywiththeseProceduresandtheSEC’srulesonthe standards of professional conduct for attorneys appearing and practicing before the SEC (“SEC Attorney Conduct Rules”).In addition, we specifically request that yourfirm:
1.Provide us with a written statement agreeing to notify and consult the Qualified Legal Compliance Committee of the Board of Trustees of the Trust (the “Committee”) in the event that, subject to your reasonable discretion and ethical obligations, an attorney believes that a formal report to the Committee is warranted under the SEC Attorney Conduct Rules and/or the Procedures;
2.Confirm that the firm has in place policies reasonably designed to promote compliance with the SEC Attorney Conduct Rules.
Please direct your response to this request and any questions or inquiries you may have to the Committee at:
Chief Compliance Officer:
[DoubleLine Funds Trust]
[DoubleLine Income Solutions Fund]
[DoubleLine Opportunistic Credit Fund]
[DoubleLine Yield Opportunities Fund]
Chief Compliance Officer
333 South Grand Avenue, Suite 1800
Los Angeles, CA 90071
Tel: (213) 633-8200.
Sincerely,
_______________________
Committee contact
[DoubleLine Funds Trust]
[DoubleLine Income Solutions Fund]
[DoubleLine Opportunistic Credit Fund]
[DoubleLine Yield Opportunities Fund
Exhibit B to Proxy Statement
Report of Audit Committees
of the Boards of Trustees of
DoubleLine Opportunistic Credit Fund
DoubleLine Income Solutions Fund
DoubleLine Yield Opportunities Fund
Dated November 21, 201919, 2020
The Audit Committee of DBL (the “DBL Committee”) has reviewed and discussed with DBL’s management the audited financial statements for the fiscal year ended September 30, 2019.2020. The DBL Committee has discussed with Deloitte & Touche LLP (“Deloitte”), DBL’s independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380).
The Audit Committee of DSL (the “DSL Committee”) has reviewed and discussed with DSL’s management the audited financial statements for the fiscal year ended September 30, 2019.2020. The DSL Committee has discussed with Deloitte, DSL’s independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380).
The Audit Committee of DLY (the “DLY Committee”) has reviewed and discussed with DLY’s management the audited financial statements for the fiscal year ended September 30, 2020. The DLY Committee has discussed with Deloitte, DLY’s independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380).
The DBL Committee, the DSL Committee, and DSLthe DLY Committee have received the written disclosures and the letters from Deloitte required by Rule 3526 of the Public Company Accounting Oversight Board (requiring auditors to make written disclosure to and discuss with the DBL Committee, the DSL Committee, or DSLthe DLY Committee, as applicable, various matters relating to the independent registered public accounting firm’s independence), and have discussed with Deloitte its independence.
Based on the foregoing review and discussions, the DBL Committee, the DSL Committee, and the DSLDLY Committee each present this Report to its respective Board and recommends that the audited financial statements of DBL, DSL, and DSL,DLY, respectively, for the fiscal year ended September 30, 20192020 be included in the applicable Fund’s Annual Report to shareholders for such fiscal year.
Submitted by the Audit Committees of the Boards of Trustees:
Joseph J. Ciprari
John C. Salter
Raymond B. Woolson
Exhibit C to Proxy Statement
DOUBLELINE EQUITY FUNDS
DOUBLELINE FUNDS TRUST
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE YIELD OPPORTUNITIES FUND
NOMINATING COMMITTEE CHARTER
FEBRUARY 2013
Mission Statement
TheBoardsofTrustees (each, (each,a“Board”and,collectively,the“Boards”)ofeachofthe Doubleline Equity Funds, the DoubleLine Funds Trust, the DoubleLine Income Solutions Fund, and the DoubleLine Opportunistic Credit Fund and the DoubleLine Yield Opportunities Fund (each, a “Trust” and collectively, the “Trusts”) have adopted this charter to govern the activities of the Nominating Committees of the Boards (each, a “Nominating Committee” and, collectively, the “Nominating Committees”). This Charter applies separately to each Trust, and each series thereof, if any, and the Board and Nominating Committee of each, and shall be interpretedaccordingly.
The Nominating Committee is a committee of each Board created to assist the Board in fulfilling its duty to fill vacancies in the Board. The Nominating Committee of each Trust will supervise the nominations and elections of the independent trustees of such Trust.
The scope of the Nominating Committee’s responsibilities and its structure, process and membership requirements are set forth in this charter (the “Charter”).
Organization
The membership of the Nominating Committee shall consist of at least two trustees who are not “interested persons” of the Trust within the meaning of the Investment Company Act of 1940, as amended (“Independent Trustees”), who shall be designated by the full Board of Trustees. The presence of any two members of a Nominating Committee shall represent a quorum and a majority vote of those present shall be sufficient to take any action.Only Independent Trustees may serve on a Nominating Committee.
A majority of the Independent Trustees may appoint and/or replace Nominating Committee members from time to time. The Nominating Committee may designate one member to serve as Chair of the Nominating Committee, but need not make such a designation. The Nominating Committee members shall serve until their resignation or removal by a majority of the Independent Trustees.
The Nominating Committee shall report to the Board of Trustees as to the results of its meetings and activities.
Authority and Responsibilities
The Nominating Committee, in discharging its responsibilities under this Charter, may, in addition to other actions it deems appropriate, consider taking one or more of the actions described below:
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1. | To make nominations for Independent Trustee membership on the Board. Potential nominees may be considered in light of any factor the Committee members deem relevant, including their professional experience, education, skill, collegiality and other individual qualities and attributes that contribute to Board diversity. |
1.To make nominations for Independent Trustee membership on the Board. Potential nominees may be considered in light of any factor the Committee members deem relevant, including their professional experience, education, skill, collegiality and other individual qualities and attributes that contribute to Board diversity.
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2. | To consider nominee candidates properly submitted in accordance with Appendix A by shareholders of the Trust on the same basis as it considers and evaluates candidates recommended by other sources. |
2.To consider nominee candidates properly submitted in accordance with Appendix A by shareholders of the Trust on the same basis as it considers and evaluates candidates recommended by other sources.
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3. | To review Nominating Committee Chair assignments and Nominating Committee assignments periodically. |
3.To review Nominating Committee Chair assignments and Nominating Committee assignments periodically.
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4. | To consider the structure, operations and effectiveness of the Nominating Committee and review this Charter periodically. |
4.To consider the structure, operations and effectiveness of the Nominating Committee and review this Charter periodically.
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5. | To meet as frequently and at such times as circumstances dictate. |
5.To meet as frequently and at such times as circumstances dictate.
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6. | To hire (and compensate) from time to time independent counsel and any other expert deemed necessary by the Nominating Committee to perform its duties. |
6.To hire (and compensate) from time to time independent counsel and any other expert deemed necessary by the Nominating Committee to perform its duties.
The Nominating Committee shall have the resources to discharge all of its responsibilities, including but not limited to the authority to select, retain, terminate and approve the fees and other retention terms of special or independent counsel or any other advisers determined to be necessary or appropriate without seeking approval of management of the Trust. Expenditures made by the Nominating Committee must be presented for review by the full Board, including by a majority of its Independent Trustees, at the Board’s next regular meeting or as soon as reasonably practicable thereafter. Costs incurred
by the Nominating Committee in performing its functions under this Charter shall be borne by the Trust. Should any costs need to be allocated between two or more of the Trusts for any reason, the Nominating Committees shall recommend to their respective Boards the appropriate allocation of such costs.
Records
The Nominating Committee shall retain copies of any report submitted to it and a written record of its consideration of and response to such reports.
History of Amendments
Updated and effective as of February 2020
Approved by the Boards of DFT, DSL, DBL and DLY: November 21, 2019 Last reviewed November 2019 Adopted by the DoubleLine Equity Funds
Board of Trustees on February 27, 2013
Adopted by the DoubleLine Funds Trust
Board of Trustees on March 25, 2010, as amended August 25, 2011
Revised and Approved: February 27, 2013
Adopted by the DoubleLine Income Solutions Fund
Board of Trustees on February 27, 2013
Adopted by the DoubleLine Opportunistic Credit Fund
Board of Trustees on August 24, 2011
Revised and Approved: February 27, 2013
Appendix A
Procedures for Shareholders to Submit Nominee Candidates
(As of August 24, 2011, as amended February 27, 2013)
A shareholder of the Trust, or of any series thereof, if applicable, must follow the following procedures in order to submit properly a nominee recommendation for the Committee’s consideration.
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1. | The shareholder must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust. |
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2. | The Shareholder Recommendation must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election. |
1.The shareholder must submit any such recommendation (a “Shareholder Recommendation”) in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of the Trust.
2.The Shareholder Recommendation must be delivered to, or mailed and received at, the principal executive offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board or shareholder meeting at which the nominee candidate would be considered for election.
The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the “candidate”); (B) the number of all shares of the Trust (including the series and class, if applicable) owned of record or beneficially by the candidate, as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-10114a- 101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and Exchange Commission (or the corresponding provisions of any applicable regulation or rule subsequently adopted by the Securities and Exchange Commission or any successor agency with jurisdiction related to the Trust); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder or any other applicable law or regulation; and (E) whether the recommending shareholder believes that the candidate is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended) and, if not an “interested person,” information regarding the candidate that will be sufficient for the Trust to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected; (iii) the recommending shareholder’s name as it appears on the Trust’s books; (iv) the number of all shares of the Trust (including the series and class, if applicable) owned beneficially and of record by the recommending shareholder; (v) a complete description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder, and (vi) a brief description of the candidate’s relevant background and experience for membership on the Board, such as qualification as an audit committee financial expert. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve as a Trustee of theTrust.
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PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
| | To vote by Internet
1)Read the Proxy Statement and have the proxy card below at hand.
2)Go to website www.proxyvote.com
3)Follow the instructions provided on the website.
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| | To vote by Telephone
1)Read the Proxy Statement and have the proxy card below at hand.
2)Call 1-800-690-6903
3)Follow the instructions.
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| | To vote by Mail
1)Read the Proxy Statement.
2)Check the appropriate box on the proxy card below.
3)Sign and date the proxy card.
4)Return the proxy card in the envelope provided.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E88994-P31562 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
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| PROPOSAL | | | | | |
| Election of Trustee – The Board of Trustees urges you
to vote FOR the election of the Nominee.
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| 1. | Nominee: | For | Withhold | | | |
| | 1a. John C. Salter (Class II) | o | o | | | |
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| 2. | To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s). | | |
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| IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ABOVE, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. | | |
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| | PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE. | | |
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| Please sign this proxy exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title. | | |
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| Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature [Joint Owners] | Date | |
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders To Be Held on February 21, 2020:
The Proxy Statement is available at www.proxyvote.com
E88995-P31562
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| DOUBLELINE OPPORTUNISTIC CREDIT FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
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| The undersigned holder of common shares of DoubleLine Opportunistic Credit Fund, a Massachusetts business trust (the "Fund"), hereby appoints Ronald R. Redell, Susan Nichols, Earl A. Lariscy, Cris Santa Ana, and Youse Guia, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to be held at 12:00 p.m., Pacific Time, February 21, 2020, at the Olvera Room at Omni Los Angeles Hotel, 251 South Olive Street, Los Angeles, California 90012, and any adjournment(s) or postponement(s) thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Annual Meeting. | |
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| PLEASE SIGN AND DATE ON THE REVERSE SIDE. | |
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PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
| | To vote by Internet
1)Read the Proxy Statement and have the proxy card below at hand.
2)Go to website www.proxyvote.com
3)Follow the instructions provided on the website.
|
| | To vote by Telephone
1)Read the Proxy Statement and have the proxy card below at hand.
2)Call 1-800-690-6903
3)Follow the instructions.
|
| | To vote by Mail
1)Read the Proxy Statement.
2)Check the appropriate box on the proxy card below.
3)Sign and date the proxy card.
4)Return the proxy card in the envelope provided.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E88996-P31562 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
|
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| PROPOSAL | | | | | |
| Election of Trustee – The Board of Trustees urges you
to vote FOR the election of the Nominee.
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| 1. | Nominee: | For | Withhold | | | |
| | 1a. John C. Salter (Class I) | o | o | | | |
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| 2. | To vote and otherwise represent the undersigned on any other business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof, in the discretion of the proxy holder(s). | | |
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| IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ABOVE, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO THE PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL. | | |
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| | PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE. | | |
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| Please sign this proxy exactly as your name(s) appear(s) on the books of the Fund. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title. | | |
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| Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature [Joint Owners] | Date | |
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Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareholders To Be Held on February 21, 2020:
The Proxy Statement is available at www.proxyvote.com
E88997-P31562
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| DOUBLELINE INCOME SOLUTIONS FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
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| The undersigned holder of common shares of DoubleLine Income Solutions Fund, a Massachusetts business trust (the "Fund"), hereby appoints Ronald R. Redell, Susan Nichols, Earl A. Lariscy, Cris Santa Ana, and Youse Guia, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") to be held at 12:00 p.m., Pacific Time, February 21, 2020, at the Olvera Room at Omni Los Angeles Hotel, 251 South Olive Street, Los Angeles, California 90012, and any adjournment(s) or postponement(s) thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Annual Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Annual Meeting. | |
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| PLEASE SIGN AND DATE ON THE REVERSE SIDE. | |
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