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o | Preliminary Proxy Statement |
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(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(2) | Form, Schedule or Registration Statement No.: | |||
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(4) | Date Filed: | |||
1. | To elect |
2. | To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
/s/ Cris Santa Ana Cris Santa Ana Secretary |
Outstanding Common Shares | |
DBL | |
DSL |
Name and Year of Birth | Position with Fund | Term of Office(2) and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee(1) | Other Directorships Held by Trustee During Past 5 Years |
Joseph J. Ciprari 1964 | Trustee | DBL: Class I DSL: Class | President, Remo Consultants, a real estate financial consulting firm. Formerly, Managing Director, UBS AG. Formerly, Managing Director, Ally Securities, LLC. | None | |
John C. Salter 1957 | Trustee | DBL: Class II (2020)/Since Inception DSL: Class I (2020)/Since Inception | Partner, Stark Municipal Brokers. Formerly, Managing Director, Municipals, Tullet Prebon Financial Services LLC (d/b/a Chapdelaine). Formerly, Partner, Stark, Salter & Smith, a securities brokerage firm specializing in tax exempt bonds. | None | |
Raymond B. Woolson 1958 | Trustee | DBL: Class III DSL: Class II | President, Apogee Group, Inc., a company providing financial consulting services. | Independent Trustee, Advisors Series Trust (an open-end investment company with 42 portfolios) |
Name and Year of Birth | Position with Fund | Term of Office(2) and Length of Time Served | Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen by Trustee(1) | Other Directorships Held by Trustee During Past 5 Years |
Ronald R. Redell 1970 | Trustee, Chairman, President, and Chief Executive Officer | DBL: Class III DSL: Class II | Trustee, Chairman, President and Chief Executive Officer of the Funds (since July 2011 for DBL and January 2013 for DSL); President, DoubleLine Funds Trust (since January 2010); Executive, DoubleLine (since July 2010); | None |
(1) | The term “Fund Complex” as used herein includes the Funds and the following registered investment companies: DoubleLine Income Fund, DoubleLine Emerging Markets Local Currency Bond Fund, DoubleLine Colony Real Estate and Income Fund, DoubleLine Total Return Bond Fund, DoubleLine Core Fixed Income Fund, DoubleLine Emerging Markets Fixed Income Fund, DoubleLine Multi-Asset Growth Fund, DoubleLine Low Duration Bond Fund, DoubleLine Floating Rate Fund, DoubleLine Shiller Enhanced CAPE®, DoubleLine |
(2) | The common shareholders of each Fund are expected to vote to elect trustees of the relevant class at the annual shareholder meeting held in the year indicated for each Trustee. |
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership of DBL | Amount and Nature of Beneficial Ownership of DSL |
Joseph J. Ciprari | None | None |
John C. Salter | None | None |
Raymond B. Woolson | $10,001 - $50,000 | $10,001 - $50,000 |
Ronald R. Redell* | None | None |
Susan Nichols* | None | None |
All Trustees and Executive Officers as a Group | $10,001 - $50,000 | $10,001 - $50,000 |
Name of Trustee | Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies |
Joseph J. Ciprari | |
John C. Salter | Over $100,000 |
Raymond B. Woolson | Over $100,000 |
Ronald R. Redell | Over $100,000 |
Name of Trustee | Aggregate Compensation from DBL(1) | Aggregate Compensation from DSL(1) | Pension or Retirement Benefits Accrued as Part of Fund Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from the Funds and Fund Complex Paid to the Trustees(1)(2) | |||||
Joseph J. Ciprari | $30,000 | $48,000 | N/A | N/A | $345,000 | |||||
John C. Salter | $30,000 | $48,000 | N/A | N/A | $345,000 | |||||
Raymond B. Woolson | $37,200 | $55,200 | N/A | N/A | $391,600 |
Name of Trustee | Aggregate Compensation from DBL(1) | Aggregate Compensation from DSL(1) | Pension or Retirement Benefits Accrued as Part of Fund Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from the Funds and Fund Complex Paid to the Trustees(1)(2) |
Joseph J. Ciprari | $30,000 | $48,000 | N/A | N/A | $365,000 |
John C. Salter | $30,000 | $48,000 | N/A | N/A | $365,000 |
Raymond B. Woolson | $37,200 | $55,200 | N/A | N/A | $411,600 |
(2) | The term “Fund Complex” as used herein includes the Funds and the following registered investment companies: DoubleLine Income Fund, DoubleLine Emerging Markets Local Currency Bond Fund, DoubleLine Colony Real Estate and Income Fund, DoubleLine Total Return Bond Fund, DoubleLine Core Fixed Income Fund, DoubleLine Emerging Markets Fixed Income Fund, DoubleLine Multi-Asset Growth Fund, DoubleLine Low Duration Bond Fund, DoubleLine Floating Rate Fund, DoubleLine Shiller Enhanced CAPE®, DoubleLine Flexible Income Fund, DoubleLine Low Duration Emerging Markets Fixed Income Fund, DoubleLine Selective Credit Fund, DoubleLine Long Duration Total Return Bond Fund, DoubleLine Strategic Commodity Fund, DoubleLine Global Bond Fund, DoubleLine Infrastructure Income Fund, DoubleLine Ultra Short Bond Fund, |
Position | Annual Compensation from the Funds and the series of DoubleLine Funds Trust |
Trustee | $ |
Audit Committee Chair | $21,600 |
Lead Independent Trustee | $25,000 |
Name and Year of Birth | Position(s) Held with the Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | |||
Ronald R. Redell 1970 | Trustee, Chairman, President and Chief Executive Officer | DBL: Indefinite/Since Inception DSL: Indefinite/Since Inception | Trustee, Chairman, President and Chief Executive Officer of the Funds (since July 2011 for DBL and January 2013 for DSL); President, DoubleLine Funds Trust (since January 2010); Executive, DoubleLine (since July 2010); | |||
Name and Year of Birth | Position(s) Held with the Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | |||
Susan Nichols 1962 | Treasurer and Principal Financial and Accounting Officer | DBL: Indefinite/Since Inception DSL: Indefinite/Since Inception | Treasurer and Principal Financial and Accounting Officer of the Funds (since July 2011 for DBL and January 2013 for DSL); Treasurer and Principal Financial and Accounting Officer, DoubleLine Funds Trust (since October 2011); Director of Mutual Funds Operations, DoubleLine. Formerly, Southern Wholesaler, DoubleLine. Formerly, Assistant Treasurer, DoubleLine Funds Trust. | |||
Name and Year of Birth | Position(s) Held with the Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years |
Chief Compliance Officer | DBL: Indefinite/Since March 2018 DSL: Indefinite/Since March 2018 | Chief Compliance Officer of the Funds (since | |||||
Name and Year of Birth | Position(s) Held with the Funds | Term of Office and Length of Time Served | Principal Occupation(s) | During Past 5 Years | ||||
Vice President and Secretary | DBL: Indefinite/Secretary Since July 2018; Vice President Since Inception DSL: Indefinite/Secretary Since July 2018; Vice President Since Inception | Secretary of the Funds (since July 2018); Secretary, DoubleLine Funds Trust (since July 2018); Vice President of the Funds (since July 2011 for DBL and January 2013 for DSL); | ||||||
Winnie Han 1988 | Assistant Treasurer | DBL: Indefinite/Since May 2017 DSL: Indefinite/Since May 2017 | Assistant Treasurer of the Funds (since May 2017); Assistant Treasurer, DoubleLine Funds Trust (since May 2017); Assistant Treasurer, DoubleLine (since May 2017). Formerly, Investment Accounting Supervisor, Alexandria Real Estate Equities, Inc. | |||||
Earl A. Lariscy 1966 | Vice President and Assistant Secretary | DBL: Indefinite/Vice President Since May 2012; Assistant Secretary Since Inception DSL: Indefinite/Since Inception | Vice President of the Funds (since May 2012 for DBL and since January 2013 for DSL); Assistant Secretary of the Funds (since inception); Vice President, DoubleLine Funds Trust (since May 2012); General Counsel, DoubleLine (since April 2010). | |||||
David Kennedy 1964 | Vice President | DBL: Indefinite/Since May 2012 DSL: Indefinite/Since Inception | Vice President of the Funds (since May 2012 for DBL and since January 2013 for DSL); Vice President, DoubleLine Funds Trust (since May 2012); Manager, Trading and Settlements, DoubleLine (since December 2009). | |||
Name and Year of Birth | Position(s) Held with the Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | |||
Jeffrey J. Sherman 1977 | Vice President | DBL: Indefinite/Since Inception DSL: Indefinite/Since Inception | ||||
Patrick A. Townzen 1978 | Vice President | DBL: Indefinite/Since September 2012 DSL: Indefinite/Since Inception | Vice President of the Funds (since September 2012 for DBL and since January 2013 for DSL); Vice President, DoubleLine Funds Trust (since September 2012); Director of Operations, DoubleLine (since March 2018. Formerly, Manager of Operations, DoubleLine | |||
Brady J. Femling 1987 | Vice President | DBL: Indefinite/Since May 2017 DSL: Indefinite/Since May 2017 | Vice President of the Funds (since May 2017); Vice President, DoubleLine Funds Trust (since May 2017); Senior Fund Accountant, DoubleLine (since April 2013). Formerly, Fund Accounting Supervisor, ALPS Fund Services | |||
Name and Year of Birth | Position(s) Held with the Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | |||
Neal L. Zalvan 1973 | AML Officer and Vice President | DBL: Indefinite/AML Officer since May 2016; Vice President DSL: Indefinite/AML Officer since May 2016; Vice President since May 2017 | AML Officer of the Funds (since May 2016); Vice President of the Funds (since May 2017); AML Officer of DoubleLine Funds Trust (since May 2016); Vice President of DoubleLine Funds Trust (since May 2017); AML Officer, DoubleLine (since March 2016); AML Officer, DoubleLine Equity LP (since March 2016); AML Officer, DoubleLine Alternatives LP (since March 2016); Legal/Compliance, DoubleLine Group LP (since January 2013). Formerly, Legal/Compliance, Batterymarch Financial Management, Inc. (June 2011 to December 2012). | |||
Adam D. Rossetti 1978 | Vice President | DBL: Indefinite/ since February 2019 DSL: Indefinite/since February 2019 | Vice President of the Funds (since February 2019); Vice President, DoubleLine Funds Trust (since February 2019); Chief Compliance Officer, DoubleLine Alternatives LP (since June 2015); Legal/Compliance, DoubleLine Group LP (since April 2015). Formerly, Chief Compliance Officer, DoubleLine (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Equity LP (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Funds Trust (from August 2017 to March 2018); Chief Compliance Officer of the Funds (from August 2017 to March 2018); Vice President and Counsel, PIMCO (from April 2012 to April 2015). | |||
Henry V. Chase 1949 | Vice President | DBL: Indefinite/ since May 2019 DSL: Indefinite/since May 2019 | Vice President of the Funds (since May 2019); Vice President, DoubleLine Funds Trust (since May 2019); Chief Financial Officer, DoubleLine (since January 2013). |
Fund | Fiscal Year Ended | Audit Fees | ||||
DBL | September 30, | $ | ||||
September 30, | $ | |||||
DSL | September 30, | $ | ||||
September 30, | $ |
Fund | Fiscal Year Ended | Audit-Related Fees | ||||
DBL | September 30, | $0 | ||||
September 30, | $0 | |||||
DSL | September 30, | $0 | ||||
September 30, | $0 |
Fund | Fiscal Year Ended | Tax Fees | ||||
DBL | September 30, | $ | 10,269 | |||
September 30, | $ | 10,070 | ||||
DSL | September 30, | $ | 10,122 | |||
September 30, | $ | 9,923 |
Fund | Fiscal Year Ended | All Other Fees | ||||
DBL | September 30, | $0 | ||||
September 30, | $0 | |||||
DSL | September 30, | $0 | ||||
September 30, | $0 |
Fund | Fiscal Year Ended | Aggregate Non-Audit Fees for Fund | Non-Audit Fees for Accounting Affiliates | Aggregate Non-Audit Fees | ||||||||
DBL | September 30, 2017 | $9,380 | $0 | $9,380 | ||||||||
September 30, 2016 | $8,975 | $0 | $8,975 | |||||||||
DSL | September 30, 2017 | $9,240 | $0 | $9,240 | ||||||||
September 30, 2016 | $8,975 | $0 | $8,975 |
Fund | Fiscal Year Ended | Aggregate Non-Audit Fees for Fund | Non-Audit Fees for Accounting Affiliates | Aggregate Non-Audit Fees | ||||||||
DBL | September 30, 2019 | $10,269 | $0 | $10,269 | ||||||||
September 30, 2018 | $10,070 | $0 | $10,070 | |||||||||
DSL | September 30, 2019 | $10,122 | $0 | $10,122 | ||||||||
September 30, 2018 | $9,923 | $0 | $9,923 |
I. | Background |
II. | Scope of the Audit Committee |
III. | Authority and Responsibilities of the Audit Committee |
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. |
Task | 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;°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 | ● | ● | |||
2) | Review the independent auditors’ qualifications and performance. | ^ | * | ● |
Task | 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. | ^ | * | ● | ||
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: | * | ^ | ● | ||
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. | ● | ||||
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. | * | ^ | ● | ||
Task | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed | |
3) | •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. | * | ^ | ● |
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. | ● | ||||
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. | * | ^ | ● | ||
Task | Q1 February | Q2 May | Q3 Aug | Q4 Nov | As Needed | |
11) | •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: | ^ | ^ |
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: 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;• • • | ● |
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: | ● |
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) | ● | |||||
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. | ● |
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. |
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. |
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. |
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. |
3. | To review Nominating Committee Chair assignments and Nominating Committee assignments periodically. |
4. | To consider the structure, operations and effectiveness of the Nominating Committee and review this Charter periodically. |
5. | To meet as frequently and at such times as circumstances dictate. |
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. |
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. |
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. |
![]() | |||||||
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 II) | 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. | |||||||
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. | |||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature [Joint Owners] | Date | ||||
DOUBLELINE OPPORTUNISTIC CREDIT FUND PROXY SOLICITED BY THE BOARD OF TRUSTEES | ||
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. | ||
PLEASE SIGN AND DATE ON THE REVERSE SIDE. | ||
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. |
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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. | |||||||
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. | |||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature [Joint Owners] | Date | ||||
DOUBLELINE INCOME SOLUTIONS FUND PROXY SOLICITED BY THE BOARD OF TRUSTEES | ||
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. | ||
PLEASE SIGN AND DATE ON THE REVERSE SIDE. | ||