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
AUGUST 2021
MAY 2017
I. Background
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:
1.Receive, review and take appropriate action with respect to any report (“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.
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:
A. To inform the Trust’s Chief Compliance Officer (“CCO”) of the Report;
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);
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; |
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
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); |
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.
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; |
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.
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. |
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.64
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[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) 633-8200.633-8200.
Sincerely,
_______________________
Committee contact
[DoubleLine[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
Dated November 16, 2017
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, 2017. The DBL Committee has discussed with Deloitte & Touche LLP (“Deloitte”), DBL’s independent registered public accounting firm, the matters required to be discussedAdopted 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, 2017. 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 DBL Committee and DSL 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 or DSL 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 and the DSL Committee each present this Report to its respective Board and recommends that the audited financial statements of DBL and DSL, respectively, for the fiscal year ended September 30, 2017 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
NOMINATING COMMITTEE CHARTER
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
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 19, 2021
Adopted by the DoubleLine Income Solutions Fund and the DoubleLine Opportunistic Credit 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”).
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:
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. |
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
Board of Trustees on 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 Credit Fund
Board of 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]
Dear Sir or Madame:
It is our understanding that [DoubleLine Funds Trust, DoubleLine Income Solutions Fund, DoubleLine Opportunistic Credit Fund, DoubleLine Yield Opportunities Fund, or DoubleLine Shiller CAPE® Enhanced Income 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.
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”). 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”) 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]
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 19, 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 19, 2021
Adopted by the DoubleLine Opportunistic Credit Fund
Board of 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]
Dear Sir or Madame:
It is our understanding that [DoubleLine Funds Trust, DoubleLine Income Solutions Fund, DoubleLine Opportunistic Credit Fund, DoubleLine Yield Opportunities Fund, or DoubleLine Shiller CAPE® Enhanced Income 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.
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”). 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”) 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 14, 2023
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, 2023. 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, 2023. 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, 2023. 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 the 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 the 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 DLY Committee each present this Report to its respective Board and recommends that the audited financial statements of DBL, DSL, and DLY, respectively, for the fiscal year ended September 30, 2023 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 FUNDS TRUST
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE YIELD OPPORTUNITIES FUND
DOUBLELINE SHILLER CAPE® ENHANCED INCOME FUND
NOMINATING COMMITTEE CHARTER
AUGUST 2023
Mission Statement
The Boards of Trustees (each, a “Board” and, collectively, the “Boards”) of each of the DoubleLine Funds Trust, the DoubleLine Income Solutions Fund, 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”).
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. 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:
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.
2. For DoubleLine Funds Trust, to consider nominee candidates properly submitted in accordance with Appendix A attached hereto2 by shareholders of the Trust on the same basis as it considers and evaluates candidates recommended by other sources; and for each of DoubleLine Income Solutions Fund, DoubleLine Opportunistic Credit Fund, DoubleLine Yield Opportunities Fund and DoubleLine Shiller CAPE® Enhanced Income Fund, to consider nominee candidates properly submitted in accordance with the Trust’s bylaws (as in effect at the time of the submission) and with Appendix B attached hereto 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.
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.
2Appendix A has been omitted from this proxy statement as it does not relate to the Funds.
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
Revised and Approved: August 28, 2023
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
Revised and Approved: August 28, 2023
Adopted by the DoubleLine Yield Opportunities Fund
Board of Trustees on November 21, 2019
Revised and Approved: August 19, 2021
Revised and Approved: August 28, 2023
Adopted by the DoubleLine Shiller CAPE® Enhanced Income Fund
Board of Trustees on August 19, 2021
Revised and Approved: August 28, 2023
Appendix AB
Procedures for Shareholders to Submit Nominee Candidates
(As of August 24, 2011, as amended February 27, 2013)2013,
August 19, 2021 and August 28, 2023)
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.
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. |
1.The shareholder must submit any such recommendation (a “Shareholder Notice”) 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.
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2.The Shareholder RecommendationNotice must include: be delivered to, or mailed and received at, the principal executive offices of the Trust not less than ninety (90) calendar days nor more than one hundred and twenty (120) calendar days prior to the first anniversary date of the prior year’s annual meeting; provided however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before the first anniversary date of the annual meeting for the preceding year and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such Shareholder Notice must be given in the manner provided herein by the later of the close of business on (i) the date ninety (90) days prior to such Other Annual Meeting Date or (ii) the tenth (10th) business day following the date such Other Annual Meeting Date is first publicly announced or disclosed, or such other 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.
Any shareholder desiring to nominate any person or persons (as the case may be) for election as a Trustee or Trustees of the Trust shall deliver, as part of such Shareholder Notice: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended byor persons to be nominated; (B) the shareholder (the “candidate”); (B) theclass or series, if applicable, and number of all shares of the Trust (including the series and class, if applicable) owned of record or beneficially by the candidate, as reported toeach such shareholder by the candidate;person or persons and any Proposed Nominee Associated Person (as defined below); (C) any other information regarding the candidate called for with respect to director nomineeseach proposed nominee required 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)Schedule 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted by the Securities and “Exchange CommissionAct”) (or the corresponding provisions of any applicable regulation or rule subsequently adopted by the Securities and Exchange CommissionSEC or any successor agency with jurisdiction relatedapplicable to the Trust); (D) any other information regarding the candidateperson or persons to be nominated and any Proposed Nominee Associated Person that would be required to be disclosed if the candidate(if such proposed nominee were a nomineenominee) in a proxy statement or other filingfilings required to be made in connection with solicitation of proxies for election of Trustees or directors in an election contest (even if an election contest is not involved) 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 recommendingsuch shareholder believes that the candidateany proposed nominee is or will be an “interested person” of the Trust (as defined in the Investment Company Act of 1940, as amended)amended (the “1940 Act”)) and, if not an “interested person,” information regarding the candidateeach proposed nominee that will be sufficient for the Trust to make such determination;determination, including information with respect to each relationship set forth in Section 2(a)(19) of the 1940 Act that may cause a proposed nominee to be an “interested person” or a representation that no such relationship exists; (F) any information as to whether and the extent to which any derivative instrument, swap, option, warrant, short
position, hedge or profit interest or other transaction, agreement, arrangement or understanding has been entered into or made by or on behalf of any proposed nominee, or any Proposed Nominee Associated Person, with respect to shares; (G) any information as to whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been entered into or made by or on behalf of any proposed nominee, or any Proposed Nominee Associated Person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of share price changes for, such proposed nominee, or any Proposed Nominee Associated Person, or to increase or decrease the voting power or pecuniary or economic interest of such proposed nominee, or any Proposed Nominee Associated Person, with respect to shares; (H) information to establish to the satisfaction of the Trustees that each proposed nominee satisfies the Trustee qualifications as set out in the Trust’s Bylaws, including, where applicable, the additional qualifications for Independent Trustees set forth in Section 2.l(b) of the Trust’s Bylaws; and (I) a representation as to whether each proposed nominee meets all applicable legal requirements relevant to service as a Trustee or a Committee member, including, but not limited to, the rules adopted by the principal listing exchange (if any) upon which shares are listed, Rule 10A-3 under the Exchange Act (or any successor provision thereto), Article 2-01 of Regulation S-X under the Exchange Act with respect to the Trust’s independent registered public accounting firm (or any successor provision thereto), and any other criteria established by the 1940 Act or other applicable law related to service as a trustee of a management investment company or the permitted composition of the board of trustees of a management investment company, together with information regarding each proposed nominee that will be sufficient, in the discretion of the Trustees, to evaluate such representation; (ii) the written and signed consent of the candidateperson or persons to be nominated to be named as a nomineenominees and to serve as a TrusteeTrustees if elected; and (iii) a brief description of each proposed nominee’s relevant background and experience for membership on the recommendingBoard of Trustees, such as qualification as an audit committee financial expert. In addition, the Trustees may require any proposed nominee to furnish such other information as they may reasonably require or deem necessary to determine the eligibility of such proposed nominee to serve as a Trustee. Any such Shareholder Notice must be accompanied by a written agreement signed by each proposed nominee by which such proposed nominee shall agree to any Board Conduct Policies adopted by the Trustees pursuant to Section 2.2 of the Trust’s Bylaws; refusal by a proposed nominee to agree in writing to any such Board Conduct Policies shall render the nomination ineffective for failure to satisfy the requirements of the Trust’s Bylaws. Any Shareholder Notice required by this Section 10.7(c) in respect of a proposal to fix the number of Trustees shall also set forth a description of and the text of the proposal, which description and text shall state a fixed number of Trustees that otherwise complies with applicable law, the Trust’s Bylaws and the Declaration of Trust.
Without limiting the foregoing, any shareholder who gives a Shareholder Notice of any matter proposed to be brought before a shareholder meeting (whether or not involving nominees for Trustees) shall deliver, as part of such Shareholder Notice: (i) the description of and text of the proposal to be presented; (ii) a brief written statement of the reasons why such shareholder favors the proposal; (iii) such shareholder’s name and address as it appearsthey appear on the Trust’s books; (iv) any information relating to the shareholder and any Shareholder Associated Person (as defined below) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies in a proxy contest (even if a proxy contest is not involved) with respect to the matter(s) proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (v) the class or series, if applicable, and number of all shares of the Trust (including the series and class, if applicable) owned beneficially and of record by such shareholder and any Shareholder Associated Person; (vi) any material interest of such shareholder or any Shareholder Associated Person in the recommending shareholder; (v)matter proposed (other than as a shareholder); (vii) a representation that the shareholder intends to appear in person or by proxy at the shareholder meeting to act on the matter(s) proposed; (viii) a complete description of all agreements, arrangements or
understandings (whether written or oral) between the recommending shareholder or any Shareholder Associated Person, and the candidate andeach proposed nominee and/or any other person or persons (including their names) pursuant to which the recommendation is beingnomination(s) or proposal(s) are to be made by the recommendingshareholder; (ix) in the case of a shareholder who is a Beneficial Owner, evidence establishing such Beneficial Owner’s indirect ownership of, and (vi) a brief descriptionentitlement to vote, the shares at the meeting of shareholders; (x) any information as to whether and the extent to which any derivative instrument, swap, option, warrant, short position, hedge or profit interest or other transaction, agreement, arrangement or understanding has been entered into or made by or on behalf of such shareholder, or any Shareholder Associated Person, with respect to Shares; and (xi) any information as to whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been entered into or made by or on behalf of such shareholder, or any Shareholder Associated Person, the effect or intent of any of the candidate’s relevant background and experienceforegoing being to mitigate loss to, or to manage risk or benefit of share price changes for, membership onsuch shareholder, or any Shareholder Associated Person, or to increase or decrease 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 requirevoting power or deem necessary to determine the eligibilitypecuniary or economic interest of such candidateshareholder, or any Shareholder Associated Person, with respect to serve as a Trusteeshares. As used herein, shares “beneficially owned” shall mean all shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.
For purposes of the Trust.
foregoing, a “Proposed Nominee Associated Person” of any proposed nominee shall mean (a) any person acting in concert with such proposed nominee, (b) any direct or indirect beneficial owner of shares owned of record or beneficially by such proposed nominee or any person acting in concert with the proposed nominee, (c) any person controlling, controlled by or under common control with such proposed nominee or a Proposed Nominee Associated Person, and (d) any member of the immediate family of such proposed nominee or a Proposed Nominee Associated Person. A “Shareholder Associated Person” of any shareholder shall mean (a) any person acting in concert with such shareholder, (b) any direct or indirect beneficial owner of shares owned of record or beneficially by such shareholder or any person acting in concert with such shareholder, (c) any person controlling, controlled by or under common control with such shareholder or a Shareholder Associated Person, and (d) any member of the immediate family of such shareholder or Shareholder Associated Person.