Appendix B
DOUBLELINE FUNDS TRUST
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE YIELD OPPORTUNITIES FUND
DOUBLELINE SHILLER CAPE® ENHANCED INCOME FUND
QUALIFIED LEGAL COMPLIANCE COMMITTEE CHARTER
MAY 2017AUGUST 2021
I. Background
The Qualified Legal Compliance Committee Charter has been adopted by the Boards of Trustees (each a “Board”“Board” and, collectively, the “Boards”“Boards”) of each of the DoubleLine Funds Trust, DoubleLine Income Solutions Fund, and DoubleLine Opportunistic Credit Fund, DoubleLine Yield Opportunities Fund and DoubleLine Shiller CAPE® Enhanced Income Fund (each, a “Trust”“Trust” and, collectively, the “Trusts”“Trusts”) to govern the activities of the Qualified Legal Compliance Committees of the Boards (each, a “QLCC”“QLCC” and, collectively, the “QLCCs”“QLCCs”). This Charter applies separately to each Trust, and each series thereof, if any, and shall be interpreted accordingly.
Pursuant to Section 307 of the Sarbanes-Oxley Act of 2002 (“Section 307”307”), the Securities and Exchange Commission (“SEC”SEC”) adopted rules to prescribe minimum standards of professional conduct for attorneys appearing and practicing before the SEC (“Attorney Conduct Rules”Rules” or “Rules”“Rules”). Based on the Rules, this Qualified Legal Compliance Committee Charter (the “QLCC Charter”“QLCC Charter”) has been created to establish the procedures (the “Procedures”“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”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” as defined in the Rules. All attorneys to which these Procedures apply should provide the Audit Committee with a letter substantially in the form attached to these Procedures.
II. Policy
The Audit Committee shall be the QLCC of the Trust. The QLCC will:
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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; |
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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 |
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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 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.
III. Scope of the QLCC
The scope of the QLCC’s responsibilities and its structure, process and membership requirements are set forth in this QLCC Charter, which has been adopted and approved by the Board and may be amended 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 Independent Trusteestrustees who are not “interested persons” of the Trust (as defined in the Investment Company Act of 1940, as amended) (the “Independent 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 be appointed and replaced by the QLCC, but generally shall consist of the members of the Audit Committee.
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 operating procedures in order to fulfill its obligations under this Charter and under applicable law, rules and regulations. The Chair of the QLCC shall call a meeting of the QLCC whenever circumstances warrant.
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:
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A. | To inform the Trust’s Chief Compliance Officer (“CCO”) of the Report; |
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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; |
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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); |
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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; |
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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 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
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.
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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. |
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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. |
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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. |
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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. |
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-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”“Adviser”); and
2.a. Transacting any business with the SEC on behalf of the Trust, 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.24
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.
17 CFR Part 205.
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. 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 such costs.
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
DoubleLine Yield Opportunities Fund or
DoubleLine Shiller CAPE® Enhanced Income Fund
Chief Compliance Officer
333 South Grand Avenue, Suite 1800
Los Angeles, CA 90071
Tel: (213) 633-8200
History of Amendments
Adopted by the DoubleLine Funds Trust
Board of Trustees on March 25, 2010
As revised through: February 27, 2013
Reviewed and approved: May 25, 2017
Reviewed and approved: November 21, 2019
Reviewed and approved: August 17, 201619, 2021
Adopted by the DoubleLine Income Solutions Fund
Board of Trustees on February 27, 2013
Reviewed and approved: May 25, 2017
Reviewed and approved: November 21, 2019
Reviewed and approved: August 17, 201619, 2021
Adopted by the DoubleLine Opportunistic Credit Fund
Board of Trustees:Trustees on August 24, 2011
As revised through: February 27, 2013
Reviewed and approved: May 25, 2017
Reviewed and approved: November 21, 2019
Reviewed and approved: August 19, 2021
Adopted by the DoubleLine Opportunistic Yield Opportunities Fund
Board of Trustees on November 21, 2019
Reviewed and approved: August 19, 2021
Adopted by the DoubleLine Shiller CAPE® Enhanced Income Fund
Board of Trustees on August 19, 2021
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, DoubleLine Yield Opportunities Fund, or DoubleLine Shiller CAPE® Enhanced Income Fund, as applicable] (the “Trust”“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”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”“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.
We expect that your attorneys will comply fully with these Procedures and the SEC’s rules on the standards of professional conduct for attorneys appearing and practicing before the SEC (“SEC Attorney Conduct Rules”Rules”). In addition, we specifically request that your firm:
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”“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]
[DoubleLine Shiller CAPE® Enhanced Income 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]
[DoubleLine Shiller CAPE® Enhanced Income 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, 201917, 2022
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, 2019.2022. 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, 2019.2022. 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, 2022. 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, 20192022 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
DOUBLELINE SHILLER CAPE® ENHANCED INCOME FUND
NOMINATING COMMITTEE CHARTER
AUGUST 2021
FEBRUARY 2013
Mission Statement
The Boards of Trustees (each, a “Board” and, collectively, the “Boards”) of each of the Doubleline Equity Funds, the DoubleLine Funds Trust, the DoubleLine Income Solutions Fund, and the DoubleLine Opportunistic Credit Fund, the DoubleLine Yield Opportunities Fund and the DoubleLine Shiller CAPE® Enhanced Income 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 interpreted accordingly.
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”“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, as well as based on any Trustee or Independent Trustee qualifications that may be applicable to a Trust.
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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.
Adopted by the DoubleLine Equity Funds
History of Trustees on February 27, 2013
Amendments
Adopted by the DoubleLine Funds Trust
Board of Trustees on March 25, 2010, as amended August 25, 2011
Revised and Approved: February 27, 2013
Revised and Approved: November 21, 2019
Revised and Approved: August 19, 2021
Adopted by the DoubleLine Income Solutions Fund
Board of Trustees on February 27, 2013
Revised and Approved: November 21, 2019
Revised and Approved: August 19, 2021
Adopted by the DoubleLine Opportunistic Credit Fund
Board of Trustees on August 24, 2011
Revised and Approved: February 27, 2013
Revised and Approved: November 2019
Revised and Approved: August 19, 2021
Adopted by the DoubleLine Yield Opportunities Fund
Board of Trustees on November 21, 2019
Revised and Approved: August 19, 2021
Adopted by the DoubleLine Shiller CAPE® Enhanced Income Fund
Board of Trustees on August 19, 2021
Appendix A
Procedures for Shareholders to Submit Nominee Candidates
(As of August 24, 2011, as amended February 27, 2013)2013 and August 19, 2021)
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, or such earlier deadlines as may apply to shareholder nominations under the “Advance Notice of Shareholder Nominees for Trustees and Other Shareholder Proposals” provision of the Trust’s Bylaws, as in effect at the time of the recommendation.
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”“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-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”“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.
expert; and (vii) all such other information as is required to be included for shareholder nominations under the “Advance Notice of Shareholder Nominees for Trustees and Other Shareholder Proposals” provision of the Trust’s Bylaws, as in effect at the time of the recommendation. 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 the Trust.
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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:
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
|
| | | | | | | |
| | | | | | | |
| | | | | | | |
| PROPOSAL | | | | | |
| Election of Trustee – The Board of Trustees urges you
to vote FOR the election of the Nominee.
| | | | | |
| | | | | | | |
| 1. | Nominee: | For | Withhold | | | |
| | 1a. John C. Salter (Class I) | o | o | | | |
| | | | | | | |
| 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). | | |
| | | | | | | |
| 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. | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| 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 | |
| | | | | | | |
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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