UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-23476
DoubleLine Yield Opportunities Fund
(Exact name of registrant as specified in charter)
2002 North Tampa Street, Suite 200
Tampa, FL 33602
(Address of principal executive offices) (Zip code)
Ronald R. Redell
President and Chief Executive Officer
c/o DoubleLine Capital LP
2002 North Tampa Street, Suite 200
Tampa, FL 33602
(Name and address of agent for service)
(813) 791-7333
Registrants telephone number, including area code
Date of fiscal year end: September 30
Date of reporting period: September 30, 2022
Item 1. Reports to Stockholders.
(a) |
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Annual Report September 30, 2022 |
DoubleLine Yield Opportunities Fund
NYSE: DLY
DoubleLine || 2002 North Tampa Street, Suite 200 || Tampa, FL 33602 || (813) 791-7333
fundinfo@doubleline.com || www.doubleline.com
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Annual Report | | | September 30, 2022 | 3 |
(Unaudited) September 30, 2022 |
Dear Shareholder,
On behalf of the team at DoubleLine, I am pleased to deliver the Annual Report for the DoubleLine Yield Opportunities Fund (NYSE: DLY, the Fund) for the 12-month period ended September 30, 2022. On the following pages, you will find specific information regarding the Funds operations and holdings. In addition, we discuss the Funds investment performance and the main drivers of that performance during the reporting period.
If you have any questions regarding the Fund, please dont hesitate to call us at 1 (877) DLINE 11 / 1 (877) 354-6311 or visit our website www.doubleline.com, where our investment management team offers deeper insights and analysis on relevant capital market activity impacting investors today. We value the trust that you have placed with us, and we will continue to strive to offer thoughtful investment solutions to our shareholders.
Sincerely,
Ronald R. Redell, CFA
Chairman of the Board of Trustees
DoubleLine Yield Opportunities Fund
November 1, 2022
4 | DoubleLine Yield Opportunities Fund |
(Unaudited) September 30, 2022 |
· | Agency Residential Mortgage-Backed and Agency Commercial Mortgage-Backed Securities |
For the 12-month period ended September 30, 2022, Agency residential mortgage-backed securities (Agency RMBS) and Agency commercial mortgage-backed securities (Agency CMBS) posted negative returns. The Bloomberg US Mortgage-Backed Securities (MBS) Index returned negative 13.98%, significantly outperforming the Bloomberg US Corporate Bond Index but underperforming the Bloomberg US Government Bond Index. Shorter-duration assets generally outperformed longer-duration assets in a period when yields increased across the U.S. Treasury curve. The 30-year benchmark rate rose 370 basis points over the 12-month period to end at 6.70%, its highest level since July 2007, according to the Freddie Mac U.S. Mortgage Market Survey 30-Year Homeowner Commitment National Index. Duration within the MBS sector lengthened over the period, with the duration of the Bloomberg US MBS Index growing to 5.94 years from 4.62 years. During the period, Agency RMBS and Agency CMBS spreads widened and performance weakened due to elevated levels of interest rate volatility. Gross issuance for Agency RMBS over the period was $2.2 trillion; gross issuance for Agency CMBS was roughly $174.4 billion.
· | Non-Agency Residential Mortgage-Backed Securities |
For the 12-month period ended September 30, 2022, non-Agency residential mortgage-backed securities (RMBS) reversed their momentum in late 2021 and generated negative returns, driven by rising U.S. Treasury yields and widening credit spreads. Home price appreciation turned negative for the first time since March 2012 as home prices fell 0.75% month-over-month (MoM) in July, the most recent month for which data was reported by the S&P CoreLogic Case-Shiller 20-City Composite Home Price NSA Index, while still appreciating 16.06% year-over-year. Existing-home sales fell 0.4% MoM in August, the most recent month for which data was available from the National Association of Realtors Existing-Home Sales Report, the seventh consecutive such decline. The 30-year benchmark rate rose 370 basis points over the 12-month period to end at 6.70%, its highest level since July 2007, according to the Freddie Mac U.S. Mortgage Market Survey 30-Year Homeowner Commitment National Index. The period marked $173.5 billion in gross issuance, compared to $175.2 billion in the previous 12-month period, according to BofA Global Research.
· | Non-Agency Commercial Mortgage-Backed Securities |
For the 12-month period ended September 30, 2022, non-Agency commercial mortgage-backed securities (CMBS) posted negative performance, as measured by the Bloomberg US CMBS (ERISA Only) Total Return Index return of negative 12.4%. For comparison, the broader Bloomberg US Aggregate Bond Index returned negative 14.60%. $145.9 billion of new-issue non-Agency CMBS priced, compared to $119.6 billion in the previous 12-month period. While the first quarter of 2022 marked a strong $44.7 billion in volume, an 84% increase over the same period in 2021, issuance slowed meaningfully in the subsequent quarters in the face of macroeconomic volatility and geopolitical risks. Issuance in the second and third quarters fell 40.5% versus the same six-month period in 2021. Secondary non-Agency CMBS spreads moved wider throughout the 12-month period as investors weighed the impact of stubborn inflation, corresponding interest rate hikes and a protracted Russia-Ukraine war. Spreads widened 76 basis points (bps) for AAA last cash flows and 310 bps for bonds rated BBB-. The 30-day-plus delinquency rate for commercial real estate loans closed September 2022 at 2.92%, as measured by financial data firm Trepp, a significant improvement versus the 5.25% at the end of September 2021. The RCA Commercial Property Price Index increased 13.7% for the 12-month period ended August 31, the most recent month for which data was available, compared to 15.2% over the previous 12-month period.
· | Asset-Backed Securities |
For the 12-month period ended September 30, 2022, the asset-backed security (ABS) market experienced negative returns but outperformed the broader U.S. fixed income market. The Bloomberg US ABS Index returned negative 5.61%, and the ICE BofA U.S. Fixed-Rate Miscellaneous ABS Index, which contains less liquid products with longer durations, returned negative 8.73%. These performances compared to the longer-duration Bloomberg US Aggregate Bond Index return of negative 14.60%. This period in the markets was generally characterized by rising interest rates and widening credit spreads, sparked by the Federal Reserves more hawkish monetary policy. The only ABS sector to generate a positive return was floating-rate credit card ABS rated AAA. The worst-performing ABS sector was less liquid and longer-duration transportation assets, which suffered the most from rising rates, widening credit spreads and geopolitical shocks such as the Russia-Ukraine war.
Annual Report | | | September 30, 2022 | 5 |
Financial Markets Highlights (Cont.) |
· | Collateralized Loan Obligations |
For the 12-month period ended September 30, 2022, collateralized loan obligation (CLO) market-based metrics worsened, with a 6.79% drop in the Morningstar LSTA US Leveraged Loan PR USD, fueling lower net asset values and market value overcollateralization ratios. While CLO fundamentals strengthened to start the period, they stalled in the latter months as the number of negative rating actions and loan defaults increased. The CLO market priced $162.7 billion in new issuance across 343 deals. An additional $25.2 billion of supply was brought to market by way of refinancing and reset activity. Despite two banner issuance months to start the period, activity slowed at the end of it as managers navigated the migration to the Secured Overnight Financing Rate from LIBOR. While 2022 issuance has trailed the record volume pace of 2021, it has remained elevated on a historical basis. The last 12-month U.S. leveraged loan default rate by principal amount rose 55 basis points over the 12-month period, ending at 0.90%. Effective January 1, 2022, new-issue U.S. CLO tranches transitioned from a LIBOR-based to a SOFR-based benchmark, which resulted in some spread widening. Macroeconomic concerns drove spreads wider across the 12-month period. The J.P. Morgan Collateralized Loan Obligation Total Return Level Index returned negative 2.42% over the 12-month period.
· | Bank Loans |
For the 12-month period ended September 30, 2022, the Morningstar LSTA US Leveraged Loan TR USD returned negative 2.53%. Given the volatile market backdrop, bank loans exhibited a flight to quality, with loans rated BB returning negative 0.23%, outperforming loans rated B (-2.94%) and loans rated CCC (-10.05%). The weighted average bid price of the index ended the period at $91.92, down from $98.62 from a year ago. The top-performing sectors were energy (+3.71%), real estate (+2.00%) and utilities (+1.78%). The worst performers were semiconductors and semiconductor equipment (-6.82%), healthcare equipment and services (-6.04%), and consumer durables and apparel (-5.81%). The trailing 12-month default rate remained at a low level but rose to 0.90% in September 2022 from 0.35% in September 2021.
· | U.S. High Yield Credit |
For the 12-month period ended September 30, 2022, the Bloomberg US Corporate High Yield Index returned negative 14.14%. Intermediate-duration bonds returned negative 13.55%, outperforming long-duration bonds, which returned negative 24.38%. In terms of credit rating, bonds rated CCC were the worst performers, returning negative 16.26%, while bonds rated B returned negative 13.76%, and bonds rated BB returned negative 13.84%, as measured by the index. Notable outperformers by sector were refining, oil field services and independent energy. Notable laggards were pharmaceuticals, retailers and wireless.
· | Emerging Markets Fixed Income |
For the 12-month period ended September 30, 2022, the J.P. Morgan Emerging Markets Bond Index Global Diversified (EMBI GD), which tracks sovereign debt, returned negative 24.28%. The J.P. Morgan Corporate Emerging Markets Bond Index Broad Diversified (CEMBI BD), which tracks corporate debt, returned negative 16.73%. Spreads widened 203 basis points (bps) for the EMBI GD and 103 bps for the CEMBI BD. Relatively flat returns for the first three months of the period were followed by an extremely sharp drawdown over the first nine months of 2022. Global growth and inflation concerns to begin the year were amplified by the Russian invasion of Ukraine in February. Emerging markets (EM) credits broadly sold off subsequently, particularly in Europe. Hawkish central policy, high inflation, geopolitical uncertainty and elevated rate volatility continued to weigh on investor sentiment throughout the remainder of the period. U.S. Treasury yields rose sharply amid hawkish rhetoric and policy moves from the Federal Reserve to combat persistently high inflation. For the 12-month period, returns across all regions were deeply negative for the EMBI GD and CEMBI BD. Europe was by far the worst-performing region in both indexes while the Middle East had the least negative returns. EM high yield (HY) sovereign credits underperformed their investment grade (IG) counterparts in the EMBI GD, but EM HY corporate credits slightly outperformed their IG counterparts in the CEMBI BD. In both indexes, EM IG benefited from much smaller spread widening relative to EM HY, but EM IGs higher duration relative to EM HYs and Russias IG rating prior to its invasion of Ukraine detracted from EM IGs relative performance.
6 | DoubleLine Yield Opportunities Fund |
(Unaudited) September 30, 2022 |
For the 12-month period ended September 30, 2022, the DoubleLine Yield Opportunities Fund underperformed the benchmark Bloomberg US Aggregate Bond Index return of negative 14.60% on a net asset value basis. Global interest rates rose dramatically as inflation remained high and central banks tightened monetary policy. The two- and 10-year portions of the U.S. Treasury curve rose 400 basis points (bps) and 234 bps, respectively, resulting in negative performance for nearly all major stock and bond market sectors. The primary driver of the Funds underperformance was asset allocation; the Fund consistently held more fixed income credit assets than the index, hindering performance as credit spreads widened. The biggest contributors to Fund performance were low-duration, high-interest income assets, such as asset-backed securities and bank loans. Bank loans received an additional benefit from their floating-rate coupons, which reset periodically. The biggest detractors from Fund performance were longer-duration assets or assets with sensitivity to spread changes, such as Agency mortgage-backed securities (MBS), emerging markets (EM) debt and domestic high yield (HY) debt. Agency MBS suffered from the Federal Reserves quantitative tightening program. EM and HY assets experienced credit spread widening due to risk-off sentiment in the markets. Fund leverage was an additional detractor from performance.
12-Month Period Ended 9-30-22 | 12-Months | |||||||||
Total Return based on NAV |
-18.63% | |||||||||
Total Return based on Market Price |
-23.13% | |||||||||
Bloomberg US Aggregate Bond Index* |
-14.60% |
* | Reflects no deduction for fees, expenses, or taxes. |
For additional performance information, please refer to the Standardized Performance Summary.
The Fund seeks to pay regular monthly distributions out of its net investment income at a rate that reflects its current and projected net income performance. To permit the Fund to maintain more stable monthly distributions, the Fund may pay distributions at a rate different than the amount of net income actually earned by the Fund during the period. Distributions are determined on a tax basis, which may differ from amounts recorded in the accounting records. In instances where the distributions exceed the earned net investment income, the Fund would report a negative undistributed net ordinary income. Refer to Note 5 Income Tax Information for additional information regarding the amounts of undistributed net ordinary income and undistributed net long-term capital gains and the character of the actual distributions paid by the Fund during the period. If a portion of the Funds distributions is from sources other than net investment income, shareholders will be notified of the estimated composition of such distribution through a Section 19 notice. For financial reporting purposes, the per share amounts of the Funds distributions for the reporting period are presented in the Financial Highlights.
Opinions expressed herein are as of September 30, 2022, and are subject to change at any time, are not guaranteed and should not be considered investment advice. Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. Please refer to the Schedule of Investments for a complete list of Fund holdings as of period end.
There are risks associated with an investment in the Fund. Shares of closed-end investment companies frequently trade at a discount to their net asset value, which may increase investors risk of loss. Investors should consider the Funds investment objective, risks, charges and expenses carefully before investing. An investment in the Fund should not constitute a complete investment program.
This document is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale or offer of these securities, in any jurisdiction where such sale or offer is not permitted.
The Funds shares are only available for purchase through broker/dealers on the secondary market. Unlike an open-end mutual fund, closed-end funds typically offer a fixed number of shares for sale. After the initial public offering, shares are bought in the secondary marketplace, and the market price of the shares is determined by supply and demand, not by NAV, often at a lower price than the NAV. A closed-end fund is not required to buy its shares back from investors upon request.
Investing involves risk. Principal loss is possible. An investment in the Fund involves certain risks arising from, among other things, the Funds ability to invest without limit in debt securities that are at the time of investment rated below investment grade or unrated securities judged by DoubleLine to be of comparable quality (a category of investment that includes securities commonly referred to as high yield securities or junk bonds). Securities of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuers capacity to pay interest and to repay principal when due. An investment in the Fund is also subject to the risk of the use of leverage. Investments in debt securities typically decline in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in asset-backed and mortgage-backed securities include additional risks that investors should be aware of including credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. Investments in debt securities typically decline in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in lower rated and non-rated securities present a greater risk of loss to principal and interest than higher rated securities. Investments in asset-backed and mortgage-backed securities include additional risks that investors should be aware of including credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. The Fund may invest in foreign securities which involves greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater for investments in emerging markets. Derivatives involve risks different from, and in certain cases, greater than the risks presented by more traditional investments. Derivatives may involve certain costs and risks such as liquidity, interest rate, market, credit, management and the risk that a position could not be closed when most advantageous. Investing in derivatives could lose more than the amount invested. Exchange-traded fund investments involve additional risks such as the market price trading at a discount to its net asset value, an active secondary trading market may not develop or be maintained, or trading may be halted by the exchange in which they trade, which may impact a funds ability to sell its shares. Floating rate loans and other floating rate investments are subject to credit risk, interest rate risk, counterparty risk and financial services risks, among others. Investment strategies may not achieve the desired results due to implementation lag, other timing factors, portfolio management decision-making, economic or market conditions or other unanticipated factors. In addition, the Fund may invest in other asset classes and investments such as, among others, REITs, credit default swaps, short sales, derivatives and smaller companies which include additional risks. Additional principal risks for the Fund can be found in the prospectus.
The Funds investment objectives, risks, charges and expenses must be considered carefully before investing. You can obtain the Funds most recent periodic reports and certain other regulatory filings by calling 1 (877) DLINE 11 / 1 (877) 354-6311, or visiting www.doubleline.com. You should read these reports and other filings carefully before investing.
The performance shown assumes the reinvestment of all dividends and distributions and does not reflect any reductions for taxes. Total return does not reflect broker commissions or sales charges in connection with the purchase or sale of Fund shares. Performance reflects management fees and other fund expenses.
Annual Report | | | September 30, 2022 | 7 |
Managements Discussion of Fund Performance (Cont.) |
Performance data quoted represents past performance; past performance does not guarantee future results and does not reflect the deduction of any taxes a shareholder would pay on fund distributions or the sale of fund shares. The investment return and principal value of an investment will fluctuate so that an investors shares when sold may be worth more or less than the original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 1 (877) DLINE 11 / 1 (877) 354-6311 or by visiting www.doubleline.com/funds/yield-opportunities-fund/.
Credit ratings from Moodys Investor Services, Inc. (Moodys) range from the highest rating of Aaa for bonds of the highest quality that offer the lowest degree of investment risk to the lowest rating of C for the lowest rated class of bonds. Credit ratings from S&P Global Ratings (S&P) range from the highest rating of AAA for bonds of the highest quality that offer the lowest degree of investment risk to the lowest rating of D for bonds that are in default. Credit ratings are determined from the highest available credit rating from any Nationally Recognized Statistical Rating Organization (NRSRO). DoubleLine chooses to display credit ratings using S&Ps rating convention, although the rating itself might be sourced from another NRSRO. In limited situations when the rating agency has not issued a formal rating, the rating agency will classify the security as nonrated.
Index Descriptions and Other Definitions
An investment cannot be made directly in an index. The performance of any index mentioned in this commentary has not been adjusted for ongoing expenses applicable to fund investments.
The index descriptions provided herein are based on information provided on the respective index providers website or from other third-party sources. The Fund and DoubleLine have not verified these index descriptions and disclaim responsibility for their accuracy and completeness.
Beginning in July 2022, transaction costs were incorporated into the calculation of total return for ICE fixed income indexes.
Basis Points (BPS)Basis points (or basis point (bp)) refer to a common unit of measure for interest rates and other percentages in finance. One basis point is equal to 1/100th of 1%, or 0.01% or 0.0001, and is used to denote the percentage change in a financial instrument. The relationship between percentage changes and basis points can be summarized as: 1% change = 100 basis points; 0.01% = 1 basis point.
Bloomberg US Aggregate Bond IndexThis index represents securities that are SEC registered, taxable and dollar denominated. The index covers the U.S. investment grade, fixed-rate bond market, with components for government and corporate securities, mortgage pass-through securities and asset-backed securities. These major sectors are subdivided into more specific indexes that are calculated and reported on a regular basis.
Bloomberg US Asset-Backed Securities (ABS) IndexThis index is the ABS component of the Bloomberg US Aggregate Bond Index, a flagship measure of the U.S. investment grade, fixed-rate bond market. The ABS index has three subsectors: credit and credit cards, autos and utility.
Bloomberg US CMBS (ERISA Only) Total Return IndexThis index measures on a total return basis the performance of investment grade commercial mortgage-backed securities (CMBS). The index includes only CMBS that are compliant with the Employee Retirement Income Security Act of 1974, which will deem ERISA eligible the certificates with the first priority of principal repayment as long as certain conditions are met, including that the certificates be rated in one of the three highest categories by Fitch, Moodys or Standard & Poors.
Bloomberg US Corporate Bond IndexThis index measures the investment grade, fixed-rate taxable corporate bond market. It includes U.S. dollar-denominated securities publicly issued by U.S. and non-U.S. industrial, utility and financial issuers.
Bloomberg US Corporate High Yield (HY) IndexThis index measures the U.S. dollar-denominated, HY, fixed-rate corporate bond market. Securities are classified as HY if the respective middle ratings of Moodys, Fitch and S&P are Ba1, BB+ or BB+ or below. The Bloomberg US HY Long Bond Index, including bonds with maturities of 10 years or greater, and the Bloomberg US HY Intermediate Bond Index, including bonds with maturities of 1 to 9.999 years, are subindexes of the Bloomberg US Corporate HY Bond Index.
Bloomberg US Government Bond IndexThis index is the U.S. government securities component of the Bloomberg US Government/Credit Index. It includes investment grade, U.S. dollar-denominated, fixed-rate U.S. Treasuries and government-related securities.
Bloomberg US Mortgage-Backed Securities (MBS) IndexThis index measures the performance of investment grade, fixed-rate, mortgage-backed, pass-through securities of the government-sponsored enterprises (GSEs): Federal Home Loan Mortgage Corp. (Freddie Mac), Federal National Mortgage Association (Fannie Mae) and Government National Mortgage Association (Ginnie Mae).
DurationMeasure of the sensitivity of the price of a bond or other debt instrument to a change in interest rates.
Freddie Mac U.S. Mortgage Market Survey 30-Year Homeowner Commitment National IndexThis index tracks the 30-year fixed-rate mortgages component of the Freddie Mac Primary Mortgage Market Survey (PMMS), which tracks the most-popular 30- and 15-year fixed-rate mortgages, and 5-1 hybrid amortizing adjustable-rate mortgage products among a mix of lender types.
High Yield (HY)Bonds that pay higher interest rates because they have lower credit ratings than investment grade (IG) bonds. HY bonds are more likely to default, so they must pay a higher yield than IG bonds to compensate investors.
ICE BofA U.S. Fixed-Rate Miscellaneous Asset-Backed Securities (ABS) IndexA subset of the ICE BofA U.S. Fixed-Rate ABS Index, including all ABS collateralized by anything other than auto loans, home equity loans, manufactured housing, credit card receivables and utility assets.
Investment Grade (IG)Rating that signifies a municipal or corporate bond presents a relatively low risk of default. Bonds below this designation are considered to have a high risk of default and are commonly referred to as high yield (HY) or junk bonds. The higher the bond rating, the more likely the bond will return 100 cents on the U.S. dollar.
J.P. Morgan Collateralized Loan Obligation (CLO) Total Return Level IndexThis index is a total return subindex of the J.P. Morgan Collateralized Loan Obligation Index (CLOIE), which is a market value-weighted index consisting of U.S. dollar-denominated CLOs.
J.P. Morgan Corporate Emerging Markets Bond Index Broad Diversified (CEMBI BD)This index is a uniquely weighted version of the CEMBI, which is a market capitalization-weighted index consisting of U.S. dollar-denominated emerging markets corporate bonds. The CEMBI BD limits the weights of index countries with larger debt stocks by only including specified portions of those countries eligible current face amounts of debt outstanding.
J.P. Morgan Emerging Markets Bond Index Global Diversified (EMBI GD)This index is a uniquely weighted version of the EMBI. The EMBI tracks bonds from emerging markets (EM), and comprises sovereign debt and EM corporate bonds. The EMBI GD limits the weights of index countries with larger debt stocks by only including specified portions of those countries eligible current face amounts of debt outstanding.
Last Cash Flow (LCF)Last revenue stream paid to a bond over a given period.
London Interbank Offered Rate (LIBOR)Indicative average interest rate at which a selection of banks, known as the panel banks, are prepared to lend one another unsecured funds on the London money market.
Morningstar LSTA US Leveraged Loan PR USDThis index (formerly the S&P/LSTA Leveraged Loan Price Index) tracks the prices of institutional weighted loans based on market weightings, spreads and interest payments.
8 | DoubleLine Yield Opportunities Fund |
(Unaudited) September 30, 2022 |
Morningstar LSTA US Leveraged Loan TR USDThis index (formerly the S&P/LSTA Leveraged Loan Index) tracks the market-weighted performance of institutional weighted loans based on market weightings, spreads and interest payments.
National Association of Realtors Existing-Home Sales ReportThis report tracks sales and prices of existing single-family homes for the nation overall, and gives breakdowns for the West, Midwest, South and Northeast regions of the country. These figures include condos and co-ops in addition to single-family homes.
Net Asset Value (NAV)Net value of an entity calculated as the total value of the entitys assets minus the total value of its liabilities. Most commonly used in the context of a mutual fund or an exchange-traded fund (ETF), the NAV represents the per share/unit price of the fund at a specific date or time.
Overcollateralization (OC)Provision of collateral that is worth more than enough to cover potential losses in cases of default.
Quantitative Tightening (QT)Reverse of quantitative easing (QE); a central bank that acquired financial assets under QE undertakes steps to reduce its balance sheet.
RCA Commercial Property Price Index (CPPI)This index describes various nonresidential property types for the U.S. (10 monthly series from 2000). It is a periodic same-property round-trip investment price-change index of the U.S. commercial investment property market. The dataset contains 20 monthly indicators.
S&P CoreLogic Case-Shiller 20-City Composite Home Price NSA IndexThis index seeks to measure the value of residential real estate in 20 major U.S. metropolitan areas: Atlanta; Boston; Charlotte; Chicago; Cleveland; Dallas; Denver; Detroit; Las Vegas; Los Angeles; Miami; Minneapolis; New York City; Phoenix; Portland, Oregon; San Diego; San Francisco; Seattle; Tampa; and Washington, D.C.
Secured Overnight Financing Rate (SOFR)Benchmark interest rate for U.S. dollar-denominated derivatives and loans that is replacing the London Interbank Offered Rate (LIBOR). Interest rate swaps on more than $80 trillion in notional debt switched to the SOFR in October 2020. This transition is expected to increase long-term liquidity but also result in substantial short-term trading volatility in derivatives.
SpreadDifference between yields on differing debt instruments, calculated by deducting the yield of one instrument from another. The higher the yield spread, the greater the difference between the yields offered by each instrument. The spread can be measured between debt instruments of differing maturities, credit ratings or risk.
This commentary may include statements that constitute forward-looking statements under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to the Fund and market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein.
DoubleLine has no obligation to provide revised assessments in the event of changed circumstances. While we have gathered this information from sources believed to be reliable, DoubleLine cannot guarantee the accuracy of the information provided. Securities discussed are not recommendations and are presented as examples of issue selection or portfolio management processes. They have been picked for comparison or illustration purposes only. No security presented within is either offered for sale or purchase. DoubleLine reserves the right to change its investment perspective and outlook without notice as market conditions dictate or as additional information becomes available.
Investment strategies may not achieve the desired results due to implementation lag, other timing factors, portfolio management decision making, economic or market conditions or other unanticipated factors. The views and forecasts expressed in this material are as of the date indicated, are subject to change without notice, may not come to pass and do not represent a recommendation or offer of any particular security, strategy, or investment. Past performance is no guarantee of future results.
DoubleLine® is a registered trademark of DoubleLine Capital LP.
Foreside Fund Services, LLC provides marketing review services for DoubleLine Capital LP.
Annual Report | | | September 30, 2022 | 9 |
(Unaudited) September 30, 2022 |
DLY | ||||||||
DoubleLine Yield Opportunities Fund Returns as of September 30, 2022 |
1-Year | Since Inception Annualized (2-26-20 to 9-30-22) |
||||||
Total Return based on NAV |
-18.63% | -3.32% | ||||||
Total Return based on Market Price |
-23.13% | -7.31% | ||||||
Bloomberg US Aggregate Bond Index1 |
-14.60% | -4.91% |
Performance data quoted represents past performance; past performance does not guarantee future results and does not reflect the deduction of any taxes a shareholder would pay on fund distributions or the sale of fund shares. The performance information shown assumes reinvestment of all dividends and distributions. The investment return and principal value of an investment will fluctuate so that an investors shares when sold may be worth more or less than the original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance reflects management fees and other fund expenses. Performance data current to the most recent month-end may be obtained by calling (877) 354-6311 or by visiting www.doubleline.com.
1 Reflects no deduction for fees, expenses, or taxes.
10 | DoubleLine Yield Opportunities Fund |
(Unaudited) September 30, 2022 |
DoubleLine Yield Opportunities Fund
Value of a $10,000 Investment1
Average Annual Total Returns1
As of September 30, 2022
1 Year | Since Inception (2/26/2020) | ||||||||||||||
DoubleLine Yield Opportunities Fund |
|||||||||||||||
Total Return based on NAV |
-18.63% | -3.32% | |||||||||||||
Total Return based on Market Price |
-23.13% | -7.31% | |||||||||||||
Bloomberg US Aggregate Bond Index |
-14.60% | -4.91% |
1 | Past performance is not an indication of future results. Returns represent past performance and reflect changes in share prices, the reinvestment of all dividends and capital gains, and the effects of compounding. The section entitled Summary of Updated Information Regarding the Fund contains more complete information on the investment objectives, risks, charges and expenses of the investment company, which investors should read and consider carefully before investing. The returns shown do not reflect taxes a shareholder would pay on distributions or redemptions. The total investment return and principal value of your investment will fluctuate, and your shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted. Please call (877) 354-6311 or visit www.doubleline.com to receive performance results current to the most recent month-end. |
Bloomberg US Aggregate Bond Index-This index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the US investment grade fixed rate bond market, with components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indexes that are calculated and reported on a regular basis. The Funds investments likely will diverge widely from the components of the benchmark Index which could lead to performance dispersion between the Fund and the benchmark index, meaning that the Fund could outperform or underperform the index at any given time. |
Annual Report | | | September 30, 2022 | 11 |
September 30, 2022 |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
Astra Acquisition Corporation, |
| |||||||||||||||
548,669 | Senior Secured First Lien Term Loan (1 Month LIBOR USD + 5.25%, 0.50% Floor) |
8.37% | 10/25/2028 | 469,112 | ||||||||||||
3,249,219 | Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 8.88%, 0.75% Floor) |
11.99% | 10/25/2029 | 2,989,281 | ||||||||||||
Asurion LLC, |
| |||||||||||||||
305,000 | Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 5.25%) |
8.37% | 01/31/2028 | 231,419 | ||||||||||||
1,425,000 | Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 5.25%) |
8.37% | 01/19/2029 | 1,097,250 | ||||||||||||
Atlas Purchaser, Inc., |
| |||||||||||||||
2,164,469 | Senior Secured First Lien Term Loan (6 Month LIBOR USD + 5.25%, 0.75% Floor) |
8.68% | 05/08/2028 | 1,707,225 | ||||||||||||
Aveanna Healthcare LLC, |
| |||||||||||||||
2,800,000 | Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.00%, 0.50% Floor) |
10.05% | 12/10/2029 | 2,072,000 | ||||||||||||
Brand Industrial Services, Inc., |
| |||||||||||||||
Senior Secured First Lien Term Loan |
||||||||||||||||
1,282 | (3 Month LIBOR USD + 4.25%, 1.00% Floor) |
6.50% | 06/21/2024 | 1,122 | ||||||||||||
96,143 | (3 Month LIBOR USD + 4.25%, 1.00% Floor) |
6.60% | 06/21/2024 | 84,114 | ||||||||||||
388,472 | (3 Month LIBOR USD + 4.25%, 1.00% Floor) |
7.03% | 06/21/2024 | 339,866 | ||||||||||||
Cengage Learning, Inc., |
| |||||||||||||||
1,841,400 | Senior Secured First Lien Term Loan (6 Month LIBOR USD + 4.75%, 1.00% Floor) |
7.81% | 07/14/2026 | 1,671,936 | ||||||||||||
Clydesdale Acquisition Holdings, Inc., |
| |||||||||||||||
698,250 | Senior Secured First Lien Term Loan (1 Month Secured Overnight Financing Rate + 4.18%, 0.50% Floor) |
7.31% | 04/13/2029 | 660,625 | ||||||||||||
Constant Contact, Inc., |
||||||||||||||||
4,500,000 | Senior Secured Second Lien Term Loan (6 Month LIBOR USD + 7.50%) |
9.92% | 02/09/2029 | 3,555,000 | ||||||||||||
Cross Financial Corporation, |
| |||||||||||||||
1,182,038 | Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.00%, 0.75% Floor) |
7.13% | 09/15/2027 | 1,150,513 | ||||||||||||
DCert Buyer, Inc., |
| |||||||||||||||
940,000 | Senior Secured Second Lien Term Loan (3 Month Secured Overnight Financing Rate + 7.00%) |
9.90% | 02/19/2029 | 881,250 | ||||||||||||
Delta Topco, Inc., |
| |||||||||||||||
3,800,000 | Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 7.25%, 0.75% Floor) |
9.34% | 12/01/2028 | 3,375,673 |
12 | DoubleLine Yield Opportunities Fund | The accompanying notes are an integral part of these financial statements. |
September 30, 2022 |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
DG Investment Intermediate Holdings, Inc., |
| |||||||||||||||
915,000 | Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.75%, 0.75% Floor) |
9.87% | 03/19/2029 | 858,956 | ||||||||||||
DirectTV Financing LLC, |
| |||||||||||||||
570,582 | Senior Secured First Lien Term Loan (1 Month LIBOR USD + 5.00%, 0.75% Floor) |
8.12% | 08/02/2027 | 532,961 | ||||||||||||
Eisner Advisory Group LLC, |
| |||||||||||||||
935,553 | Senior Secured First Lien Term Loan (1 Month Secured Overnight Financing Rate + 5.25%, 0.75% Floor) |
8.40% | 07/28/2028 | 893,454 | ||||||||||||
157,368 | Element Materials Technology Group, Inc. |
7.28% | (c) | 06/24/2029 | 148,516 | |||||||||||
72,632 | Element Materials Technology Group, Inc. |
7.28% | (c) | 06/24/2029 | 68,546 | |||||||||||
Flynn Canada Ltd., |
||||||||||||||||
1,148,063 | Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.50%, 0.50% Floor) |
7.63% | 07/21/2028 | 1,027,516 | ||||||||||||
Getty Images, Inc., |
||||||||||||||||
1,349,501 | Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.50%) |
7.63% | 02/19/2026 | 1,342,268 | ||||||||||||
GIP II Blue Holding LP, |
| |||||||||||||||
237,307 | Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.50%, 1.00% Floor) |
8.17% | 09/29/2028 | 234,341 | ||||||||||||
Grab Holdings, Inc., |
||||||||||||||||
2,600,077 | Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.50%, 1.00% Floor) |
7.62% | 01/29/2026 | 2,448,961 | ||||||||||||
Groupe Solmax, Inc., |
||||||||||||||||
1,023,127 | Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.75%, 0.75% Floor) |
7.00% | 05/30/2028 | 910,583 | ||||||||||||
Hyland Software, Inc., |
| |||||||||||||||
1,110,000 | Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.25%, 0.75% Floor) |
9.37% | 07/07/2025 | 1,095,198 | ||||||||||||
ION Trading Technologies SARL, |
| |||||||||||||||
409,813 | Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.75%) |
8.42% | 03/31/2028 | 381,535 | ||||||||||||
Jo-Ann Stores LLC, |
||||||||||||||||
247,500 | Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.75%, 0.75% Floor) |
7.52% | 07/07/2028 | 164,897 | ||||||||||||
Kenan Advantage Group, Inc., |
| |||||||||||||||
2,035,000 | Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.25%, 0.75% Floor) |
9.77% | 09/01/2027 | 1,882,375 | ||||||||||||
LaserShip, Inc., |
||||||||||||||||
345,000 | Senior Secured Second Lien Term Loan (6 Month LIBOR USD + 7.50%, 0.75% Floor) |
10.38% | 04/30/2029 | 269,100 |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
Lereta LLC, |
||||||||||||||||
379,707 | Senior Secured First Lien Term Loan (1 Month LIBOR USD + 5.25%, 0.75% Floor) |
8.37% | 07/27/2028 | 324,710 | ||||||||||||
LSF9 Atlantis Holdings LLC, |
| |||||||||||||||
590,000 | Senior Secured First Lien Term Loan (3 Month Secured Overnight Financing Rate + 7.25%, 0.75% Floor) |
10.80% | 03/31/2029 | 561,975 | ||||||||||||
MedAssets Software Intermediate Holdings, Inc., |
| |||||||||||||||
785,000 | Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.75%, 0.50% Floor) |
9.87% | 12/17/2029 | 678,044 | ||||||||||||
Milano Acquisition Corporation, |
| |||||||||||||||
2,140,939 | Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.00%, 0.75% Floor) |
7.67% | 10/01/2027 | 2,045,667 | ||||||||||||
Mileage Plus Holdings LLC, |
| |||||||||||||||
380,000 | Senior Secured First Lien Term Loan (3 Month LIBOR USD + 5.25%, 1.00% Floor) |
8.78% | 06/21/2027 | 382,647 | ||||||||||||
Minotaur Acquisition, Inc., |
| |||||||||||||||
3,889,169 | Senior Secured First Lien Term Loan (1 Month Secured Overnight Financing Rate + 5.00%) |
8.13% | 03/27/2026 | 3,704,783 | ||||||||||||
Mitchell International, Inc., |
| |||||||||||||||
645,000 | Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 6.50%, 0.50% Floor) |
9.57% | 10/15/2029 | 605,494 | ||||||||||||
OYO Hospitality Netherlands B.V., |
| |||||||||||||||
370,313 | Senior Secured First Lien Term Loan (3 Month LIBOR USD + 8.25%, 0.75% Floor) |
11.86% | 06/23/2026 | 330,813 | ||||||||||||
PetVet Care Centers LLC, |
| |||||||||||||||
730,000 | Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.25%) |
9.37% | 02/13/2026 | 699,581 | ||||||||||||
Potters Borrower LP, |
| |||||||||||||||
256,100 | Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.00%, 0.75% Floor) |
7.67% | 12/14/2027 | 244,575 | ||||||||||||
Pretium PKG Holdings, Inc., |
| |||||||||||||||
Senior Secured Second Lien Term Loan |
09/21/2029 | |||||||||||||||
480,000 | (3 Month LIBOR USD + 6.75%, 0.50% Floor) |
9.03% | 09/21/2029 | 410,400 | ||||||||||||
480,000 | (3 Month LIBOR USD + 6.75%, 0.50% Floor) |
9.92% | 09/21/2029 | 410,400 | ||||||||||||
Riverbed Technology, Inc., |
| |||||||||||||||
1,174,945 | Senior Secured First Lien Term Loan (3 Month LIBOR USD + 6.00%, 1.00% Floor) (3 Month LIBOR USD + 6.00% + 2.00% PIK) |
8.66% | 12/07/2026 | 457,741 |
The accompanying notes are an integral part of these financial statements. | Annual Report | | | September 30, 2022 | 13 |
Schedule of Investments DoubleLine Yield Opportunities Fund (Cont.) |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
Apidos, |
||||||||||||||||
1,450,000 | Series 2018-18A-E (3 Month LIBOR USD + 5.70%, 5.70% Floor) |
8.46% | (b) | 10/22/2030 | 1,197,372 | |||||||||||
Bain Capital Credit Ltd., |
| |||||||||||||||
3,000,000 | Series 2017-2A-ER2 (3 Month LIBOR USD + 6.86%, 6.86% Floor) |
9.64% | (b) | 07/25/2034 | 2,504,681 | |||||||||||
8,000,000 | Series 2019-3A-ER (3 Month LIBOR USD + 7.10%, 7.10% Floor) |
9.83% | (b) | 10/23/2034 | 6,871,660 | |||||||||||
1,250,000 | Series 2022-3A-E (Secured Overnight Financing Rate 3 Month + 7.35%, 7.35% Floor) |
8.49% | (b) | 07/17/2035 | 1,052,055 | |||||||||||
Barings Ltd., |
||||||||||||||||
1,500,000 | Series 2019-2A-CR (3 Month LIBOR USD + 3.40%, 3.40% Floor) |
5.91% | (b) | 04/15/2036 | 1,344,959 | |||||||||||
2,000,000 | Series 2020-1A-ER (3 Month LIBOR USD + 6.65%, 6.65% Floor) |
9.16% | (b) | 10/15/2036 | 1,695,312 | |||||||||||
Canyon Capital Ltd., |
||||||||||||||||
1,850,000 | Series 2020-2A-ER (3 Month LIBOR USD + 6.53%, 6.53% Floor) |
9.04% | (b) | 10/16/2034 | 1,579,394 | |||||||||||
1,000,000 | Series 2021-1A-E (3 Month LIBOR USD + 6.41%, 6.41% Floor) |
8.92% | (b) | 04/17/2034 | 769,115 | |||||||||||
2,000,000 | Series 2021-3A-E (3 Month LIBOR USD + 6.20%, 6.20% Floor) |
8.71% | (b) | 07/17/2034 | 1,649,119 | |||||||||||
Carlyle Global Market Strategies Ltd., |
| |||||||||||||||
1,875,000 | Series 2020-2A-DR (3 Month LIBOR USD + 6.70%, 6.70% Floor) |
9.48% | (b) | 01/25/2035 | 1,603,374 | |||||||||||
1,000,000 | Series 2021-1A-D (3 Month LIBOR USD + 6.00%, 6.00% Floor) |
8.51% | (b) | 04/17/2034 | 825,502 | |||||||||||
Catskill Park Ltd., |
||||||||||||||||
3,800,000 | Series 2017-1A-D (3 Month LIBOR USD + 6.00%) |
8.71% | (b) | 04/20/2029 | 3,174,733 | |||||||||||
CIFC Funding Ltd., |
||||||||||||||||
2,000,000 | Series 2013-1A-DR (3 Month LIBOR USD + 6.65%) |
9.39% | (b) | 07/15/2030 | 1,704,583 | |||||||||||
3,350,000 | Series 2013-3RA-D (3 Month LIBOR USD + 5.90%, 5.90% Floor) |
8.68% | (b) | 04/24/2031 | 2,748,605 | |||||||||||
1,750,000 | Series 2017-5A-D (3 Month LIBOR USD + 6.10%) |
8.84% | (b) | 11/16/2030 | 1,487,586 | |||||||||||
4,650,000 | Series 2019-3A-DR (3 Month LIBOR USD + 6.80%, 6.80% Floor) |
9.54% | (b) | 10/16/2034 | 3,945,899 | |||||||||||
2,000,000 | Series 2020-1A-ER (3 Month LIBOR USD + 6.25%, 6.25% Floor) |
8.76% | (b) | 07/15/2036 | 1,736,138 | |||||||||||
1,500,000 | Series 2020-4A-E (3 Month LIBOR USD + 6.85%, 6.85% Floor) |
9.36% | (b) | 01/15/2034 | 1,295,002 | |||||||||||
500,000 | Series 2021-4A-E (3 Month LIBOR USD + 6.00%, 6.00% Floor) |
8.51% | (b) | 07/15/2033 | 429,406 | |||||||||||
Dryden Ltd., |
||||||||||||||||
1,000,000 | Series 2020-77A-ER (3 Month LIBOR USD + 5.87%, 5.87% Floor) |
8.85% | (b) | 05/22/2034 | 809,901 | |||||||||||
2,500,000 | Series 2021-87A-E (3 Month LIBOR USD + 6.15%, 6.15% Floor) |
9.13% | (b) | 05/22/2034 | 2,114,006 | |||||||||||
Dryden Senior Loan Fund, |
| |||||||||||||||
2,000,000 | Series 2017-54A-E (3 Month LIBOR USD + 6.20%) |
8.94% | (b) | 10/19/2029 | 1,680,391 |
14 | DoubleLine Yield Opportunities Fund | The accompanying notes are an integral part of these financial statements. |
September 30, 2022 |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
Highbridge Loan Management Ltd., |
| |||||||||||||||
2,000,000 | Series 13A-18-E (3 Month LIBOR USD + 5.50%, 5.50% Floor) |
8.01% | (b) | 10/15/2030 | 1,616,609 | |||||||||||
1,550,000 | Series 2013-2A-CR (3 Month LIBOR USD + 2.90%) |
5.61% | (b) | 10/22/2029 | 1,365,026 | |||||||||||
1,000,000 | Series 6A-2015-DR (3 Month LIBOR USD + 5.10%) |
7.93% | (b) | 02/05/2031 | 749,910 | |||||||||||
Jay Park Ltd., |
||||||||||||||||
1,000,000 | Series 2016-1A-DR (3 Month LIBOR USD + 5.20%, 5.20% Floor) |
7.91% | (b) | 10/20/2027 | 893,356 | |||||||||||
Madison Park Funding Ltd., |
| |||||||||||||||
2,500,000 | Series 2017-26A-ER (3 Month LIBOR USD + 6.50%) |
9.31% | (b) | 07/29/2030 | 2,189,621 | |||||||||||
750,000 | Series 2018-1A-E (3 Month LIBOR USD + 5.75%, 5.75% Floor) |
8.26% | (b) | 10/15/2031 | 628,761 | |||||||||||
2,500,000 | Series 2020-45A-ER (3 Month LIBOR USD + 6.35%, 6.35% Floor) |
8.86% | (b) | 07/17/2034 | 2,138,543 | |||||||||||
2,000,000 | Series 2021-38A-E (3 Month LIBOR USD + 6.00%, 6.00% Floor) |
8.74% | (b) | 07/17/2034 | 1,630,415 | |||||||||||
Magnetite Ltd., |
||||||||||||||||
500,000 | Series 2020-26A-ER (3 Month LIBOR USD + 5.95%, 5.95% Floor) |
8.73% | (b) | 07/25/2034 | 427,972 | |||||||||||
1,000,000 | Series 2020-28A-ER (3 Month LIBOR USD + 6.15%, 6.15% Floor) |
8.86% | (b) | 01/22/2035 | 851,433 | |||||||||||
Milos Ltd., |
||||||||||||||||
4,000,000 | Series 2017-1A-ER (3 Month LIBOR USD + 6.15%, 6.15% Floor) |
8.86% | (b) | 10/21/2030 | 3,451,012 | |||||||||||
Neuberger Berman Loan Advisers Ltd., |
| |||||||||||||||
2,500,000 | Series 2017-16SA-ER (3 Month LIBOR USD + 6.25%, 6.25% Floor) |
8.76% | (b) | 04/17/2034 | 2,123,005 | |||||||||||
7,000,000 | Series 2019-34A-ER (Secured Overnight Financing Rate 3 Month + 6.50%, 6.50% Floor) |
8.98% | (b) | 01/22/2035 | 6,120,271 | |||||||||||
500,000 | Series 2020-38A-DR (3 Month LIBOR USD + 3.00%, 3.00% Floor) |
5.71% | (b) | 10/22/2035 | 444,309 | |||||||||||
3,000,000 | Series 2020-38A-ER (3 Month LIBOR USD + 6.25%, 6.25% Floor) |
8.96% | (b) | 10/22/2035 | 2,577,024 | |||||||||||
Octagon Investment Partners Ltd., |
| |||||||||||||||
1,000,000 | Series 2014-1A-ERR (3 Month LIBOR USD + 6.00%, 6.00% Floor) |
8.96% | (b) | 11/18/2031 | 831,358 | |||||||||||
750,000 | Series 2019-1A-E (3 Month LIBOR USD + 6.60%, 6.60% Floor) |
9.38% | (b) | 10/25/2032 | 651,375 | |||||||||||
1,500,000 | Series 2019-1A-ER (3 Month LIBOR USD + 7.00%, 7.00% Floor) |
9.71% | (b) | 01/22/2035 | 1,241,412 | |||||||||||
5,000,000 | Series 2019-1A-INC |
0.00% | (b)(d)(e)(l) | 10/25/2032 | 2,923,176 | |||||||||||
500,000 | Series 2019-4A-E (3 Month LIBOR USD + 6.80%, 6.80% Floor) |
9.72% | (b) | 05/12/2031 | 423,207 | |||||||||||
1,000,000 | Series 2020-2A-ER (3 Month LIBOR USD + 6.60%, 6.60% Floor) |
9.11% | (b) | 07/15/2036 | 830,327 | |||||||||||
4,000,000 | Series 2021-1A-E (3 Month LIBOR USD + 6.50%, 6.50% Floor) |
9.01% | (b) | 04/17/2034 | 3,323,706 |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
OHA Credit Funding Ltd., |
| |||||||||||||||
3,000,000 | Series 2019-3A-ER (3 Month LIBOR USD + 6.25%, 6.25% Floor) |
8.96% | (b) | 07/02/2035 | 2,588,438 | |||||||||||
Point Au Roche Park Ltd., |
| |||||||||||||||
500,000 | Series 2021-1A-E (3 Month LIBOR USD + 6.10%, 6.10% Floor) |
8.81% | (b) | 07/20/2034 | 417,309 | |||||||||||
Reese Park Ltd., |
||||||||||||||||
1,000,000 | Series 2020-1A-ER (3 Month LIBOR USD + 6.50%, 6.50% Floor) |
9.01% | (b) | 10/16/2034 | 848,815 | |||||||||||
RR Ltd., |
||||||||||||||||
5,000,000 | Series 2017-2A-DR (3 Month LIBOR USD + 5.80%, 5.80% Floor) |
8.31% | (b) | 04/15/2036 | 4,212,304 | |||||||||||
1,000,000 | Series 2019-6A-DR (3 Month LIBOR USD + 5.85%, 5.85% Floor) |
8.36% | (b) | 04/15/2036 | 795,661 | |||||||||||
Sound Point Ltd., |
||||||||||||||||
3,000,000 | Series 2020-1A-ER (3 Month LIBOR USD + 6.86%, 6.86% Floor) |
9.57% | (b) | 07/20/2034 | 2,453,423 | |||||||||||
4,000,000 | Series 2020-2A-ER (3 Month LIBOR USD + 6.56%, 6.56% Floor) |
9.34% | (b) | 10/25/2034 | 3,233,345 | |||||||||||
7,000,000 | Series 2021-2A-E (3 Month LIBOR USD + 6.36%, 6.36% Floor) |
9.14% | (b) | 07/25/2034 | 5,605,897 | |||||||||||
2,000,000 | Series 2021-3A-E (3 Month LIBOR USD + 6.61%, 6.61% Floor) |
9.39% | (b) | 10/25/2034 | 1,682,221 | |||||||||||
7,000,000 | Series 2021-4A-E (3 Month LIBOR USD + 6.70%, 6.70% Floor) |
9.48% | (b) | 10/25/2034 | 5,534,761 | |||||||||||
THL Credit Wind River Ltd., |
| |||||||||||||||
2,500,000 | Series 2017-3A-ER (3 Month LIBOR USD + 7.05%, 7.05% Floor) |
9.56% | (b) | 04/16/2035 | 2,125,360 | |||||||||||
1,000,000 | Series 2018-1A-E (3 Month LIBOR USD + 5.50%) |
8.01% | (b) | 07/15/2030 | 831,624 | |||||||||||
1,000,000 | Series 2018-2A-E (3 Month LIBOR USD + 5.75%) |
8.26% | (b) | 07/15/2030 | 826,693 | |||||||||||
Thompson Park Ltd., |
| |||||||||||||||
2,000,000 | Series 2021-1A-E (3 Month LIBOR USD + 6.31%, 6.31% Floor) |
8.82% | (b) | 04/17/2034 | 1,753,491 | |||||||||||
Trimaran CAVU LLC, |
||||||||||||||||
3,000,000 | Series 2019-1A-D (3 Month LIBOR USD + 4.15%, 4.15% Floor) |
6.86% | (b) | 07/20/2032 | 2,739,193 | |||||||||||
Voya Ltd., |
||||||||||||||||
2,000,000 | Series 2013-3A-DR (3 Month LIBOR USD + 5.90%, 5.90% Floor) |
8.64% | (b) | 10/20/2031 | 1,623,141 | |||||||||||
1,350,000 | Series 2017-2A-D (3 Month LIBOR USD + 6.02%) |
8.53% | (b) | 06/07/2030 | 1,122,954 | |||||||||||
2,700,000 | Series 2018-1A-D (3 Month LIBOR USD + 5.20%) |
7.94% | (b) | 04/21/2031 | 2,190,439 | |||||||||||
2,000,000 | Series 2018-4A-E (3 Month LIBOR USD + 6.30%, 6.30% Floor) |
8.81% | (b) | 01/15/2032 | 1,679,600 | |||||||||||
Webster Park Ltd., |
||||||||||||||||
1,000,000 | Series 2015-1A-DR (3 Month LIBOR USD + 5.50%, 5.50% Floor) |
8.21% | (b) | 07/22/2030 | 796,638 | |||||||||||
|
|
|||||||||||||||
Total Collateralized Loan Obligations (Cost $147,064,914) |
|
125,090,243 | ||||||||||||||
|
|
The accompanying notes are an integral part of these financial statements. | Annual Report | | | September 30, 2022 | 15 |
Schedule of Investments DoubleLine Yield Opportunities Fund (Cont.) |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
FOREIGN CORPORATE BONDS 18.9% | ||||||||||||||||
2,450,000 | ABM Investama Tbk PT |
9.50% | (b) | 08/05/2026 | 2,111,149 | |||||||||||
1,300,000 | AES Andes S.A. (5 Year CMT Rate + 4.92%) |
6.35% | 10/07/2079 | 1,121,250 | ||||||||||||
1,000,000 | AES Andes S.A. (5 Year Swap Rate USD + 4.64%) |
7.13% | 03/26/2079 | 879,200 | ||||||||||||
1,200,000 | AES Andres B.V. |
5.70% | (b) | 05/04/2028 | 987,330 | |||||||||||
1,000,000 | AES Argentina Generacion S.A. |
7.75% | 02/02/2024 | 771,930 | ||||||||||||
2,400,000 | Agile Group Holdings Ltd. (5 Year CMT Rate + 11.08%) |
7.75% | (a) | 05/25/2025 | 481,080 | |||||||||||
2,780,000 | Agile Group Holdings Ltd. (5 Year CMT Rate + 11.29%) |
7.88% | (a) | 07/31/2024 | 561,393 | |||||||||||
1,000,000 | AI Candelaria Spain S.A. |
5.75% | (b) | 06/15/2033 | 682,200 | |||||||||||
3,250,000 | AI Candelaria Spain S.A. |
5.75% | 06/15/2033 | 2,217,150 | ||||||||||||
6,000,000 | Air Canada Class C Pass Through Trust |
10.50% | (b) | 07/15/2026 | 6,272,655 | |||||||||||
500,000 | Alpha Holdings S.A. de C.V. |
10.00% | (e)(f) | 12/19/2022 | | |||||||||||
1,000,000 | Alpha Holdings S.A. de C.V. |
9.00% | (b)(e)(f) | 02/10/2025 | | |||||||||||
2,500,000 | Alpha Holdings S.A. de C.V. |
9.00% | (e)(f) | 02/10/2025 | | |||||||||||
4,000,000 | Altice France Holding S.A. |
6.00% | (b) | 02/15/2028 | 2,545,710 | |||||||||||
4,000,000 | AMS AG |
7.00% | (b) | 07/31/2025 | 3,624,555 | |||||||||||
550,000 | Aris Mining Corporation |
6.88% | 08/08/2026 | 400,364 | ||||||||||||
700,000 | Braskem Idesa SAPI |
7.45% | 11/15/2029 | 532,018 | ||||||||||||
3,200,000 | Braskem Idesa SAPI |
6.99% | (b) | 02/20/2032 | 2,144,000 | |||||||||||
3,500,000 | BRF S.A. |
5.75% | 09/21/2050 | 2,419,855 | ||||||||||||
2,300,000 | Camposol S.A. |
6.00% | 02/03/2027 | 1,827,188 | ||||||||||||
2,450,000 | CAP S.A. |
3.90% | 04/27/2031 | 1,734,948 | ||||||||||||
4,650,000 | Central China Real Estate Ltd. |
7.25% | 07/16/2024 | 1,084,613 | ||||||||||||
400,000 | Central China Real Estate Ltd. |
7.25% | 08/13/2024 | 94,447 | ||||||||||||
2,000,000 | Connect Finco LLC |
6.75% | (b) | 10/01/2026 | 1,751,784 | |||||||||||
3,000,000 | Coruripe Netherlands B.V. |
10.00% | 02/10/2027 | 2,572,500 | ||||||||||||
4,600,000 | Credito Real S.A.B. de C.V. |
9.50% | (f) | 02/07/2026 | 74,750 | |||||||||||
1,000,000 | Credivalores-Crediservicios SAS |
8.88% | (b) | 02/07/2025 | 415,500 | |||||||||||
1,400,000 | Credivalores-Crediservicios SAS |
8.88% | 02/07/2025 | 581,700 | ||||||||||||
2,365,000 | Ecopetrol S.A. |
5.88% | 05/28/2045 | 1,435,744 | ||||||||||||
3,150,000 | Ecopetrol S.A. |
5.88% | 11/02/2051 | 1,872,911 | ||||||||||||
3,200,000 | Empresas Publicas de Medellin ESP |
4.38% | 02/15/2031 | 2,254,608 | ||||||||||||
2,354,721 | FEL Energy SARL |
5.75% | 12/01/2040 | 1,616,563 | ||||||||||||
191,360 | Fideicomiso P.A. Pacifico Tres |
8.25% | 01/15/2035 | 176,630 | ||||||||||||
950,000 | Frigorifico Concepcion S.A. |
7.70% | 07/21/2028 | 754,542 | ||||||||||||
3,300,000 | Frigorifico Concepcion S.A. |
7.70% | (b) | 07/21/2028 | 2,621,041 | |||||||||||
2,400,000 | Frontera Energy Corporation |
7.88% | (b) | 06/21/2028 | 1,726,428 | |||||||||||
1,300,000 | Gajah Tunggal Tbk PT |
8.95% | 06/23/2026 | 1,025,700 | ||||||||||||
8,000,000 | Garda World Security Corporation |
9.50% | (b) | 11/01/2027 | 7,028,080 | |||||||||||
1,453,000 | Gran Tierra Energy International Holdings Ltd. |
6.25% | 02/15/2025 | 1,199,888 | ||||||||||||
2,600,000 | Gran Tierra Energy, Inc. |
7.75% | 05/23/2027 | 2,033,381 | ||||||||||||
500,000 | Grupo Axo SAPI de C.V. |
5.75% | (b) | 06/08/2026 | 389,626 | |||||||||||
3,015,000 | Guacolda Energia S.A. |
4.56% | 04/30/2025 | 1,042,889 |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
3,022,800 | Hunt Oil Company of Peru LLC Sucursal Del Peru |
6.38% | 06/01/2028 | 2,701,628 | ||||||||||||
908,000 | Inkia Energy Ltd. |
5.88% | 11/09/2027 | 837,308 | ||||||||||||
1,900,000 | Instituto Costarricense de Electricidad |
6.38% | 05/15/2043 | 1,336,186 | ||||||||||||
1,100,000 | Interpipe Holdings PLC |
8.38% | (b) | 05/13/2026 | 449,900 | |||||||||||
3,800,000 | Jababeka International B.V. |
6.50% | 10/05/2023 | 2,147,000 | ||||||||||||
950,000 | Kosmos Energy Ltd. |
7.50% | 03/01/2028 | 747,493 | ||||||||||||
3,530,000 | Kronos Acquisition Holdings, Inc. |
7.00% | (b) | 12/31/2027 | 2,707,563 | |||||||||||
3,650,000 | MC Brazil Downstream Trading SARL |
7.25% | 06/30/2031 | 2,752,575 | ||||||||||||
300,000 | Mercury Chile Holdco LLC |
6.50% | (b) | 01/24/2027 | 262,518 | |||||||||||
1,400,000 | Metinvest B.V. |
7.75% | 10/17/2029 | 625,660 | ||||||||||||
2,675,000 | Mexarrend SAPI de C.V. |
10.25% | 07/24/2024 | 791,494 | ||||||||||||
4,400,000 | Mexico City Airport Trust |
5.50% | 07/31/2047 | 2,755,434 | ||||||||||||
4,500,000 | Minejesa Capital B.V. |
5.63% | 08/10/2037 | 3,223,688 | ||||||||||||
1,550,000 | Mong Duong Finance Holdings B.V. |
5.13% | 05/07/2029 | 1,219,938 | ||||||||||||
1,800,000 | Movida Europe S.A. |
5.25% | 02/08/2031 | 1,280,824 | ||||||||||||
1,450,000 | NGD Holdings B.V. |
6.75% | 12/31/2026 | 601,750 | ||||||||||||
4,850,000 | OCP S.A. |
5.13% | 06/23/2051 | 3,106,013 | ||||||||||||
4,750,000 | Oi S.A. (8.00% + 4.00% PIK) |
10.00% | 07/27/2025 | 1,406,570 | ||||||||||||
438,000 | Operadora de Servicios Mega S.A. de C.V. |
8.25% | (b) | 02/11/2025 | 255,188 | |||||||||||
3,302,000 | Operadora de Servicios Mega S.A. de C.V. |
8.25% | 02/11/2025 | 1,923,818 | ||||||||||||
2,600,000 | Pertamina Persero PT |
4.15% | 02/25/2060 | 1,686,450 | ||||||||||||
200,000 | Peru LNG SRL |
5.38% | 03/22/2030 | 158,087 | ||||||||||||
5,460,000 | Petrobras Global Finance B.V. |
5.50% | 06/10/2051 | 3,885,545 | ||||||||||||
5,400,000 | Petroleos del Peru S.A. |
5.63% | 06/19/2047 | 3,254,310 | ||||||||||||
3,700,000 | Petroleos Mexicanos |
6.38% | 01/23/2045 | 2,052,038 | ||||||||||||
1,800,000 | Petroleos Mexicanos |
6.75% | 09/21/2047 | 1,006,407 | ||||||||||||
2,100,000 | Prime Energia S.p.A. |
5.38% | 12/30/2030 | 1,253,112 | ||||||||||||
4,400,000 | RKP Overseas Finance Ltd. |
7.95% | (a) | 02/17/2023 | 1,354,100 | |||||||||||
1,000,000 | RKPF Overseas Ltd. (5 Year CMT Rate + 6.00%) |
7.75% | (a) | 11/18/2024 | 305,300 | |||||||||||
2,000,000 | Ronshine China Holdings Ltd. |
7.35% | (f) | 12/15/2023 | 131,477 | |||||||||||
2,900,000 | Ronshine China Holdings Ltd. |
6.75% | (f) | 08/05/2024 | 192,399 | |||||||||||
530,000 | Seaspan Corporation |
5.50% | (b) | 08/01/2029 | 409,404 | |||||||||||
1,500,000 | SierraCol Energy Andina LLC |
6.00% | 06/15/2028 | 976,190 | ||||||||||||
3,600,000 | SierraCol Energy Andina LLC |
6.00% | (b) | 06/15/2028 | 2,342,857 | |||||||||||
500,000 | Simpar Europe S.A. |
5.20% | 01/26/2031 | 353,293 | ||||||||||||
4,700,000 | Telecommunications Services of Trinidad & Tobago Ltd. |
8.88% | 10/18/2029 | 4,154,643 | ||||||||||||
2,175,000 | Telesat LLC |
5.63% | (b) | 12/06/2026 | 1,043,674 | |||||||||||
1,816,000 | Tervita Corporation |
11.00% | (b) | 12/01/2025 | 1,959,337 | |||||||||||
2,100,000 | Theta Capital Pte Ltd. |
6.75% | 10/31/2026 | 1,349,250 | ||||||||||||
3,600,000 | TK Elevator Holdco GmbH |
7.63% | (b) | 07/15/2028 | 3,022,218 | |||||||||||
2,500,000 | Tullow Oil PLC |
10.25% | (b) | 05/15/2026 | 2,116,438 | |||||||||||
900,000 | TV Azteca S.A.B. de C.V. |
8.25% | (f) | 08/09/2024 | 441,459 | |||||||||||
3,035,592 | UEP Penonome S.A. |
6.50% | (b) | 10/01/2038 | 2,625,787 | |||||||||||
2,600,000 | UPL Corporation Ltd. (5 Year CMT Rate + 3.87%) |
5.25% | (a) | 02/27/2025 | 1,905,150 | |||||||||||
2,500,000 | Vedanta Resources Finance PLC |
9.25% | 04/23/2026 | 1,410,070 | ||||||||||||
1,900,000 | Vedanta Resources Ltd. |
6.13% | 08/09/2024 | 1,126,387 |
16 | DoubleLine Yield Opportunities Fund | The accompanying notes are an integral part of these financial statements. |
September 30, 2022 |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
BBCMS Mortgage Trust, |
| |||||||||||||||
3,000,000 | Series 2020-C7-D |
3.72% | (b)(d) | 04/17/2053 | 2,067,072 | |||||||||||
Beast Mortgage Trust, |
|
|||||||||||||||
6,000,000 | Series 2021-1818-G (1 Month LIBOR USD + 6.00%, 6.25% Floor) |
8.82% | (b) | 03/17/2036 | 5,609,299 | |||||||||||
Benchmark Mortgage Trust, |
| |||||||||||||||
7,464,000 | Series 2018-B4-D |
2.95% | (b)(d) | 07/17/2051 | 5,443,294 | |||||||||||
12,324,000 | Series 2021-B26-XF |
1.50% | (b)(d)(h) | 06/17/2054 | 1,110,946 | |||||||||||
BSREP Commercial Mortgage Trust, |
| |||||||||||||||
5,000,000 | Series 2021-DC-G (1 Month LIBOR USD + 3.85%, 3.85% Floor) |
6.67% | (b) | 08/16/2038 | 4,452,020 | |||||||||||
BX Trust, |
| |||||||||||||||
2,975,000 | Series 2017-APPL-F (1 Month LIBOR USD + 4.38%, 4.25% Floor) |
7.19% | (b) | 07/17/2034 | 2,922,106 | |||||||||||
5,100,000 | Series 2017-SLCT-F (1 Month LIBOR USD + 4.38%, 4.25% Floor) |
7.19% | (b) | 07/17/2034 | 4,931,972 | |||||||||||
1,880,000 | Series 2019-IMC-G (1 Month LIBOR USD + 3.60%, 3.60% Floor) |
6.42% | (b) | 04/17/2034 | 1,734,040 | |||||||||||
5,000,000 | Series 2021-21M-H (1 Month LIBOR USD + 4.01%, 4.01% Floor) |
6.83% | (b) | 10/15/2036 | 4,631,053 | |||||||||||
3,500,000 | Series 2021-VIEW-F (1 Month LIBOR USD + 3.93%, 3.93% Floor) |
6.75% | (b) | 06/16/2036 | 3,234,732 | |||||||||||
2,500,000 | Series 2021-VIEW-G (1 Month LIBOR USD + 4.93%, 4.93% Floor) |
7.75% | (b) | 06/16/2036 | 2,312,792 | |||||||||||
5,000,000 | Series 2022-PSB-E (Secured Overnight Financing Rate 1 Month + 6.34%, 6.34% Floor) |
9.18% | (b) | 08/15/2039 | 5,006,247 | |||||||||||
CFCRE Commercial Mortgage Trust, |
| |||||||||||||||
3,000,000 | Series 2016-C7-C |
4.53% | (d) | 12/11/2054 | 2,536,852 | |||||||||||
Citigroup Commercial Mortgage Trust, |
| |||||||||||||||
5,008,323 | Series 2015-GC27-D |
4.57% | (b)(d) | 02/12/2048 | 4,476,171 | |||||||||||
Commercial Mortgage Pass-Through Trust, |
| |||||||||||||||
71,121,223 | Series 2013-CR13-XA |
0.89% | (d)(h) | 11/13/2046 | 490,168 | |||||||||||
CSAIL Commercial Mortgage Trust, |
| |||||||||||||||
5,088,000 | Series 2016-C6-D |
5.08% | (b)(d) | 01/15/2049 | 4,004,975 | |||||||||||
75,038,765 | Series 2017-CX9-XA |
0.80% | (d)(h) | 09/16/2050 | 1,448,811 | |||||||||||
2,500,000 | Series 2020-C19-E |
2.50% | (b) | 03/17/2053 | 1,561,149 | |||||||||||
13,238,000 | Series 2020-C19-XD |
1.23% | (b)(d)(h) | 03/17/2053 | 843,089 | |||||||||||
CSMC Trust, |
||||||||||||||||
18,014,000 | Series 2016-NXSR-XE |
1.00% | (b)(d)(h) | 12/17/2049 | 544,572 | |||||||||||
7,058,000 | Series 2017-PFHP-F (1 Month LIBOR USD + 4.49%, 4.49% Floor) |
7.31% | (b) | 12/15/2030 | 6,407,725 | |||||||||||
4,000,000 | Series 2018-TOP-H (1 Month LIBOR USD + 3.41%, 3.41% Floor) |
6.23% | (b) | 08/15/2035 | 3,775,997 | |||||||||||
DBJPM Mortgage Trust, |
| |||||||||||||||
4,622,000 | Series 2016-C1-C |
3.47% | (d) | 05/12/2049 | 3,927,793 | |||||||||||
Del Amo Fashion Center Trust, |
| |||||||||||||||
2,100,000 | Series 2017-AMO-C |
3.76% | (b)(d) | 06/07/2035 | 1,634,127 | |||||||||||
DOLP Trust, |
||||||||||||||||
4,000,000 | Series 2021-NYC-F |
3.70% | (b)(d) | 05/10/2041 | 2,732,718 | |||||||||||
4,000,000 | Series 2021-NYC-G |
3.70% | (b)(d) | 05/10/2041 | 2,568,279 | |||||||||||
FREMF Mortgage Trust, |
| |||||||||||||||
1,514,756 | Series 2016-KF14-B (1 Month LIBOR USD + 8.80%) |
11.35% | (b) | 01/25/2023 | 1,550,868 | |||||||||||
1,984,389 | Series 2016-KF16-B (1 Month LIBOR USD + 6.64%) |
9.19% | (b) | 03/25/2026 | 1,980,772 |
The accompanying notes are an integral part of these financial statements. | Annual Report | | | September 30, 2022 | 17 |
Schedule of Investments DoubleLine Yield Opportunities Fund (Cont.) |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
FREMF Mortgage Trust, (Cont.) |
| |||||||||||||||
2,375,960 | Series 2016-KF19-B (1 Month LIBOR USD + 5.50%, 5.50% Floor) |
8.05% | (b) | 06/25/2023 | 2,349,863 | |||||||||||
1,242,131 | Series 2016-KF23-B (1 Month LIBOR USD + 5.15%) |
7.70% | (b) | 09/25/2023 | 1,228,769 | |||||||||||
7,848,596 | Series 2018-KF56-C (1 Month LIBOR USD + 5.80%, 5.80% Floor) |
8.35% | (b) | 11/25/2028 | 7,277,797 | |||||||||||
8,290,229 | Series 2019-KF71-C (1 Month LIBOR USD + 6.00%, 6.00% Floor) |
8.55% | (b) | 10/25/2029 | 8,187,055 | |||||||||||
GS Mortgage Securities Corporation Trust, |
| |||||||||||||||
3,000,000 | Series 2021-ARDN-G (1 Month LIBOR USD + 5.00%, 5.00% Floor) |
7.82% | (b) | 11/17/2036 | 2,687,085 | |||||||||||
3,000,000 | Series 2021-ARDN-H (1 Month LIBOR USD + 5.93%, 5.93% Floor) |
8.75% | (b) | 11/17/2036 | 2,659,242 | |||||||||||
2,163,000 | Series 2021-IP-F (1 Month LIBOR USD + 4.55%, 4.55% Floor) |
7.37% | (b) | 10/15/2036 | 2,011,768 | |||||||||||
GS Mortgage Securities Trust, |
| |||||||||||||||
1,859,000 | Series 2014-GC26-D |
4.67% | (b)(d) | 11/13/2047 | 1,365,618 | |||||||||||
2,149,788 | Series 2015-GC28-D |
4.45% | (b)(d) | 02/12/2048 | 1,916,737 | |||||||||||
7,488,559 | Series 2016-GS3-XA |
1.32% | (d)(h) | 10/13/2049 | 272,841 | |||||||||||
JP Morgan Chase Commercial Mortgage Securities Trust, |
| |||||||||||||||
2,970,278 | Series 2007-C1-AJ |
7.05% | (d) | 02/15/2051 | 2,783,134 | |||||||||||
4,000,000 | Series 2019-MFP-G (1 Month LIBOR USD + 4.05%, 4.05% Floor) |
6.87% | (b) | 07/15/2036 | 3,668,333 | |||||||||||
4,000,000 | Series 2019-MFP-XG |
0.50% | (b)(d)(h) | 07/15/2036 | 14,653 | |||||||||||
JPMBB Commercial Mortgage Securities Trust, |
| |||||||||||||||
28,400,695 | Series 2014-C23-XA |
0.75% | (d)(h) | 09/17/2047 | 249,560 | |||||||||||
3,998,000 | Series 2014-C26-D |
4.02% | (b)(d) | 01/17/2048 | 3,500,140 | |||||||||||
2,265,000 | Series 2015-C27-D |
3.94% | (b)(d) | 02/18/2048 | 1,857,908 | |||||||||||
46,807,974 | Series 2015-C32-XA |
1.29% | (d)(h) | 11/15/2048 | 917,530 | |||||||||||
25,460,000 | Series 2020-COR7-XB |
0.55% | (d)(h) | 05/15/2053 | 703,098 | |||||||||||
10,244,000 | Series 2020-COR7-XD |
2.10% | (b)(d)(h) | 05/15/2053 | 1,137,318 | |||||||||||
Med Trust, |
| |||||||||||||||
5,000,000 | Series 2021-MDLN-G (1 Month LIBOR USD + 5.25%, 5.25% Floor) |
8.07% | (b) | 11/15/2038 | 4,628,971 | |||||||||||
MFT Trust, |
| |||||||||||||||
600,000 | Series 2020-ABC-D |
3.59% | (b)(d) | 02/12/2042 | 445,525 | |||||||||||
MHC Commercial Mortgage Trust, |
| |||||||||||||||
4,000,000 | Series 2021-MHC2-J (1 Month LIBOR USD + 4.25%, 4.25% Floor) |
7.07% | (b) | 05/15/2023 | 3,683,388 | |||||||||||
Morgan Stanley Bank of America Merrill Lynch Trust, |
| |||||||||||||||
7,186,250 | Series 2015-C21-C |
4.27% | (d) | 03/17/2048 | 6,058,303 | |||||||||||
5,000,000 | Series 2015-C27-D |
3.24% | (b)(d) | 12/17/2047 | 4,109,644 | |||||||||||
3,675,000 | Series 2017-C34-D |
2.70% | (b) | 11/18/2052 | 2,558,409 | |||||||||||
Morgan Stanley Capital Trust, |
| |||||||||||||||
2,000,000 | Series 2018-H4-D |
3.00% | (b) | 12/15/2051 | 1,382,166 | |||||||||||
5,000,000 | Series 2019-PLND-G (1 Month LIBOR USD + 3.65%, 3.65% Floor) |
6.47% | (b) | 05/15/2036 | 4,244,130 | |||||||||||
459,406,581 | Series 2022-L8-XA |
0.09% | (d)(h) | 04/16/2055 | 1,823,752 | |||||||||||
SMR Mortgage Trust, |
| |||||||||||||||
7,234,429 | Series 2022-IND-G (Secured Overnight Financing Rate 1 Month + 7.50%, 7.50% Floor) |
10.35% | (b) | 02/15/2039 | 6,832,556 | |||||||||||
Tharaldson Hotel Portfolio Trust, |
| |||||||||||||||
4,050,401 | Series 2018-THL-F (1 Month LIBOR USD + 4.25%, 3.95% Floor) |
6.90% | (b) | 11/11/2034 | 3,809,997 | |||||||||||
TPGI Trust, |
| |||||||||||||||
4,000,000 | Series 2021-DGWD-G (1 Month LIBOR USD + 3.85%, 3.85% Floor) |
6.67% | (b) | 06/15/2026 | 3,722,795 | |||||||||||
TTAN, |
||||||||||||||||
7,476,202 | Series 2021-MHC-G (1 Month LIBOR USD + 4.20%, 4.20% Floor) |
7.02% | (b) | 03/15/2038 | 6,872,090 |
18 | DoubleLine Yield Opportunities Fund | The accompanying notes are an integral part of these financial statements. |
September 30, 2022 |
PRINCIPAL AMOUNT $ |
SECURITY DESCRIPTION | RATE | MATURITY | VALUE $ | ||||||||||||
1,200,000 | Frontier Communications Holdings LLC |
6.75% | (b) | 05/01/2029 | 992,754 | |||||||||||
1,640,000 | Full House Resorts, Inc. |
8.25% | (b) | 02/15/2028 | 1,478,362 | |||||||||||
965,000 | Hightower Holding LLC |
6.75% | (b) | 04/15/2029 | 789,115 | |||||||||||
3,000,000 | Illuminate Buyer LLC |
9.00% | (b) | 07/01/2028 | 2,495,805 | |||||||||||
1,554,709 | JetBlue Pass Through Trust - Class B |
8.00% | 05/15/2029 | 1,533,924 | ||||||||||||
1,010,000 | LBM Acquisition LLC |
6.25% | (b) | 01/15/2029 | 686,436 | |||||||||||
1,595,000 | LD Holdings Group LLC |
6.13% | (b) | 04/01/2028 | 831,834 | |||||||||||
3,215,000 | Lions Gate Capital Holdings LLC |
5.50% | (b) | 04/15/2029 | 2,401,476 | |||||||||||
3,030,000 | LSF9 Atlantis Holdings LLC |
7.75% | (b) | 02/15/2026 | 2,708,108 | |||||||||||
2,550,000 | McGraw-Hill Education, Inc. |
5.75% | (b) | 08/01/2028 | 2,134,697 | |||||||||||
1,840,000 | Metis Merger Sub LLC |
6.50% | (b) | 05/15/2029 | 1,437,804 | |||||||||||
2,080,000 | Minerva Merger Sub, Inc. |
6.50% | (b) | 02/15/2030 | 1,648,296 | |||||||||||
3,005,000 | NFP Corporation |
6.88% | (b) | 08/15/2028 | 2,348,873 | |||||||||||
5,765,000 | NGL Energy Operating LLC |
7.50% | (b) | 02/01/2026 | 5,136,932 | |||||||||||
1,575,000 | NuStar Logistics LP |
6.38% | 10/01/2030 | 1,351,147 | ||||||||||||
250,000 | Olympus Water US Holding Corporation |
6.25% | (b) | 10/01/2029 | 171,742 | |||||||||||
650,000 | Par Petroleum LLC |
12.88% | (b) | 01/15/2026 | 688,018 | |||||||||||
780,000 | Park River Holdings, Inc. |
5.63% | (b) | 02/01/2029 | 507,678 | |||||||||||
1,435,000 | PECF USS Intermediate Holding Corporation |
8.00% | (b) | 11/15/2029 | 1,052,240 | |||||||||||
1,250,000 | Performance Food Group, Inc. |
6.88% | (b) | 05/01/2025 | 1,244,106 | |||||||||||
3,835,000 | PetSmart, Inc. |
7.75% | (b) | 02/15/2029 | 3,434,396 | |||||||||||
7,250,000 | Radiology Partners, Inc. |
9.25% | (b) | 02/01/2028 | 4,740,959 | |||||||||||
200,000 | Sabre Global, Inc. |
9.25% | (b) | 04/15/2025 | 191,753 | |||||||||||
3,305,000 | Sabre Global, Inc. |
7.38% | (b) | 09/01/2025 | 2,964,522 | |||||||||||
2,635,000 | SEG Holding LLC |
5.63% | (b) | 10/15/2028 | 2,431,362 | |||||||||||
4,170,000 | SWF Escrow Issuer Corporation |
6.50% | (b)(i) | 10/01/2029 | 2,478,919 | |||||||||||
3,410,000 | TKC Holdings, Inc. |
10.50% | (b) | 05/15/2029 | 2,614,851 | |||||||||||
885,000 | TMS International Corporation |
6.25% | (b) | 04/15/2029 | 629,943 | |||||||||||
780,000 | TransDigm, Inc. |
8.00% | (b) | 12/15/2025 | 792,277 | |||||||||||
4,798,000 | Trident TPI Holdings, Inc. |
9.25% | (b) | 08/01/2024 | 4,427,275 | |||||||||||
2,365,000 | Triton Water Holdings, Inc. |
6.25% | (b) | 04/01/2029 | 1,812,359 | |||||||||||
3,216,000 | Triumph Group, Inc. |
8.88% | (b) | 06/01/2024 | 3,180,447 | |||||||||||
6,300,000 | Triumph Group, Inc. |
7.75% | 08/15/2025 | 4,821,598 | ||||||||||||
7,500,000 | Uber Technologies, Inc. |
8.00% | (b) | 11/01/2026 | 7,498,762 | |||||||||||
1,500,000 | Uber Technologies, Inc. |
7.50% | (b) | 09/15/2027 | 1,472,287 | |||||||||||
1,785,000 | United Natural Foods, Inc. |
6.75% | (b) | 10/15/2028 | 1,636,265 | |||||||||||
2,460,000 | Uniti Group LP |
6.50% | (b) | 02/15/2029 | 1,653,941 | |||||||||||
2,845,000 | Univision Communications, Inc. |
6.63% | (b) | 06/01/2027 | 2,691,221 | |||||||||||
4,000,000 | Verscend Escrow Corporation |
9.75% | (b)(i) | 08/15/2026 | 3,865,540 | |||||||||||
2,400,000 | ViaSat, Inc. |
6.50% | (b) | 07/15/2028 | 1,601,364 | |||||||||||
1,050,000 | Vibrantz Technologies, Inc. |
9.00% | (b) | 02/15/2030 | 685,521 | |||||||||||
2,165,000 | Viking Cruises Ltd. |
13.00% | (b) | 05/15/2025 | 2,245,850 | |||||||||||
2,375,000 | Virtusa Corporation |
7.13% | (b) | 12/15/2028 | 1,773,294 | |||||||||||
183,000 | Weatherford International Ltd. |
11.00% | (b) | 12/01/2024 | 186,472 | |||||||||||
1,255,000 | Weatherford International Ltd. |
6.50% | (b) | 09/15/2028 | 1,131,257 | |||||||||||
3,280,000 | Weatherford International Ltd. |
8.63% | (b) | 04/30/2030 | 2,863,928 | |||||||||||
2,540,000 | Wheel Pros, Inc. |
6.50% | (b) | 05/15/2029 | 1,166,978 | |||||||||||
|
|
|||||||||||||||
Total US Corporate Bonds (Cost $192,475,261) |
|
154,599,921 | ||||||||||||||
|
|
The accompanying notes are an integral part of these financial statements. | Annual Report | | | September 30, 2022 | 19 |
Schedule of Investments DoubleLine Yield Opportunities Fund (Cont.) |
20 | DoubleLine Yield Opportunities Fund | The accompanying notes are an integral part of these financial statements. |
September 30, 2022 |
(a) | Perpetual maturity. The date disclosed is the next call date of the security. |
(b) | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional buyers. |
(c) | Coupon rate is variable or floats based on components including but not limited to reference rate and spread. These securities may not indicate a reference rate and/or spread in their description. The rate disclosed is as of period end. |
(d) | Coupon rate is variable based on the weighted average coupon of the underlying collateral. To the extent the weighted average coupon of the underlying assets which comprise the collateral increases or decreases, the coupon rate of this security will increase or decrease correspondingly. The rate disclosed is as of period end. |
(e) | Value determined using significant unobservable inputs. |
(f) | Security is in default or has failed to make a scheduled payment. Income is not being accrued. |
(g) | The interest rate will step up if the issuer does not redeem the bond on or before a scheduled redemption date in accordance with the terms of the instrument. The interest rate shown is the rate in effect as of period end. |
(h) | Interest only security |
(i) | Non-income producing security |
(j) | Seven-day yield as of period end |
(k) | Inverse floating rate security whose interest rate moves in the opposite direction of reference interest rates. Reference interest rates are typically based on a negative multiplier or slope. Interest rate may also be subject to a cap or floor. |
(l) | Security pays interest at rates that represent residual cashflows available after more senior tranches have been paid. The interest rate disclosed reflects the estimated rate in effect as of period end. |
(m) | Under the Funds credit agreement, the lender, through its agent, has been granted a security interest in all of the Funds investments in consideration of the Funds borrowing under the line of credit with the lender (See Note 9). |
(n) | Represents less than 0.05% of net assets |
PIK | A payment-in-kind security in which the issuer may make interest or dividend payments in cash or additional securities. These additional securities generally have the same terms as the original holdings. |
The accompanying notes are an integral part of these financial statements. | Annual Report | | | September 30, 2022 | 21 |
September 30, 2022 |
ASSETS |
|||||
Investments in Securities, at Value* |
$ | 929,332,364 | |||
Short Term Investments, at Value* |
9,349,961 | ||||
Interest and Dividends Receivable |
13,624,453 | ||||
Receivable for Investments Sold |
5,395,207 | ||||
Prepaid Expenses and Other Assets |
23,856 | ||||
Cash |
15,233 | ||||
Total Assets |
957,741,074 | ||||
LIABILITIES |
|||||
Loan Payable (See Note 9) |
225,000,000 | ||||
Investment Advisory Fees Payable |
1,102,216 | ||||
Interest Expense Payable |
838,222 | ||||
Payable for Investments Purchased |
258,595 | ||||
Administration, Fund Accounting and Custodian Fees Payable |
209,675 | ||||
Payable to Broker for Dividend Reinvestment |
206,557 | ||||
Professional Fees Payable |
97,236 | ||||
Accrued Expenses |
64,906 | ||||
Trustees Fees Payable (See Note 7) |
37,446 | ||||
Total Liabilities |
227,814,853 | ||||
Commitments and Contingencies (See Note 2, Note 8 and Note 9) |
|||||
Net Assets |
$ | 729,926,221 | |||
NET ASSETS CONSIST OF: |
|||||
Capital Stock ($0.00001 par value) |
$ | 479 | |||
Additional Paid-in Capital |
949,146,071 | ||||
Total Distributable Earnings (Loss) (See Note 5) |
(219,220,329 | ) | |||
Net Assets |
$ | 729,926,221 | |||
*Identified Cost: |
|||||
Investments in Securities |
$ | 1,119,587,789 | |||
Short Term Investments |
9,349,961 | ||||
Shares Outstanding and Net Asset Value Per Share: |
|||||
Shares Outstanding (unlimited authorized) |
47,945,779 | ||||
Net Asset Value per Share |
$ | 15.22 |
22 | DoubleLine Yield Opportunities Fund | The accompanying notes are an integral part of these financial statements. |
For the Year Ended September 30, 2022 |
INVESTMENT INCOME |
|||||
Income: |
|||||
Interest |
$ | 83,419,456 | |||
Total Investment Income |
83,419,456 | ||||
Expenses: |
|||||
Investment Advisory Fees |
15,667,153 | ||||
Interest Expense |
5,795,910 | ||||
Administration, Fund Accounting and Custodian Fees |
428,737 | ||||
Miscellaneous Expenses |
261,409 | ||||
Professional Fees |
213,921 | ||||
Trustees Fees |
109,058 | ||||
Registration Fees |
49,188 | ||||
Shareholder Reporting Expenses |
42,194 | ||||
Insurance Expenses |
21,346 | ||||
Total Expenses |
22,588,916 | ||||
Net Investment Income (Loss) |
60,830,540 | ||||
REALIZED & UNREALIZED GAIN (LOSS) |
|||||
Net Realized Gain (Loss) on Investments |
477,678 | ||||
Net Change in Unrealized Appreciation (Depreciation) on: |
|||||
Investments |
(233,723,598 | ) | |||
Unfunded Loan Commitments |
(1,947 | ) | |||
Net Realized and Unrealized Gain (Loss) on Investments |
(233,247,867 | ) | |||
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (172,417,327 | ) |
The accompanying notes are an integral part of these financial statements. | Annual Report | | | September 30, 2022 | 23 |
|
Year Ended September 30, 2022 |
Year Ended September 30, 2021 | |||||||||
OPERATIONS |
||||||||||
Net Investment Income (Loss) |
$ | 60,830,540 | $ | 60,924,580 | ||||||
Net Realized Gain (Loss) on Investments |
477,678 | 39,959,158 | ||||||||
Net Change in Unrealized Appreciation (Depreciation) on Investments |
(233,725,545 | ) | 20,248,100 | |||||||
Net Increase (Decrease) in Net Assets Resulting from Operations |
(172,417,327 | ) | 121,131,838 | |||||||
DISTRIBUTIONS TO SHAREHOLDERS |
||||||||||
From Earnings |
(64,251,930 | ) | (67,076,555 | ) | ||||||
From Return of Capital |
(2,891,339 | ) | (66,714 | ) | ||||||
Total Distributions to Shareholders |
(67,143,269 | ) | (67,143,269 | ) | ||||||
NET SHARE TRANSACTIONS |
||||||||||
Increase (Decrease) in Net Assets Resulting from Net Share Transactions |
| | ||||||||
Total Increase (Decrease) in Net Assets |
$ | (239,560,596 | ) | $ | 53,988,569 | |||||
NET ASSETS |
||||||||||
Beginning of Period |
$ | 969,486,817 | $ | 915,498,248 | ||||||
End of Period |
$ | 729,926,221 | $ | 969,486,817 |
24 | DoubleLine Yield Opportunities Fund | The accompanying notes are an integral part of these financial statements. |
For the Year Ended September 30, 2022 |
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES |
|||||
Net Increase (Decrease) in Net Assets Resulting from Operations |
$ | (172,417,327 | ) | ||
Adjustments to Reconcile the Change in Net Assets from Operations to Net Cash Provided By (Used In) Operating activities: |
|||||
Purchases of Long Term Investments |
(211,881,552 | ) | |||
Proceeds from Disposition of Long Term Investments |
319,093,711 | ||||
Net (Purchases of) Proceeds from Disposition of Short Term Investments |
22,579,817 | ||||
Net Amortization (Accretion) of Premiums/Discounts |
(4,367,371 | ) | |||
Net Realized (Gain) Loss on Investments |
(477,678 | ) | |||
Net Change in Unrealized (Appreciation) Depreciation on: |
|||||
Investments |
233,723,598 | ||||
Unfunded Loan Commitments |
1,947 | ||||
(Increase) Decrease in: |
|||||
Receivable for Investments Sold |
(1,652,028 | ) | |||
Interest and Dividends Receivable |
735,876 | ||||
Prepaid Expenses and Other Assets |
(295 | ) | |||
Increase (Decrease) in: |
|||||
Payable for Investments Purchased |
(18,378,688 | ) | |||
Interest Expense Payable |
522,040 | ||||
Investment Advisory Fees Payable |
(331,012 | ) | |||
Payable to Broker for Dividend Reinvestment |
(22,432 | ) | |||
Trustee Fees Payable |
1,261 | ||||
Accrued Expenses |
(160,754 | ) | |||
Administration, Fund Accounting and Custodian Fees Payable |
111,544 | ||||
Professional Fees Payable |
32,214 | ||||
Net Cash Provided By (Used In) Operating Activities |
167,112,871 | ||||
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES |
|||||
Increase in borrowings |
15,000,000 | ||||
Decrease in borrowings |
(115,000,000 | ) | |||
Cash Dividends Paid to Common Stockholders |
(67,143,269 | ) | |||
Net Cash Provided By (Used In) Financing Activities |
(167,143,269 | ) | |||
NET CHANGE IN CASH |
|||||
Cash at Beginning of Period |
45,631 | ||||
Cash at End of Period |
$ | 15,233 | |||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION |
|||||
Cash Paid for Interest on Loan Outstanding |
$ | 5,273,870 |
The accompanying notes are an integral part of these financial statements. | Annual Report | | | September 30, 2022 | 25 |
|
Year Ended September 30, 2022 |
Year Ended September 30, 2021 |
Period Ended September 30, 2020(a) |
||||||||||
Net Asset Value, Beginning of Period |
$ | 20.22 | $ | 19.09 | $ | 20.00 | ||||||
Income (Loss) from Investment Operations: |
||||||||||||
Net Investment Income (Loss)(b) |
1.27 | 1.27 | 0.55 | |||||||||
Net Gain (Loss) on Investments (Realized and Unrealized) |
(4.87 | ) | 1.26 | (0.76 | ) | |||||||
Total from Investment Operations |
(3.60 | ) | 2.53 | (0.21 | ) | |||||||
Less Distributions: |
||||||||||||
Distributions from Net Investment Income |
(1.34 | ) | (1.40 | ) | (0.57 | ) | ||||||
Return of Capital |
(0.06 | ) | | (h) | (0.13 | ) | ||||||
Total Distributions |
(1.40 | ) | (1.40 | ) | (0.70 | ) | ||||||
Net Asset Value, End of Period |
$ | 15.22 | $ | 20.22 | $ | 19.09 | ||||||
Market Price, End of Period |
$ | 13.49 | $ | 19.11 | $ | 18.29 | ||||||
Total Return on Net Asset Value(c) |
(18.63 | )% | 13.53% | (0.83 | )%(f) | |||||||
Total Return on Market Price(d) |
(23.13 | )% | 12.36% | (4.95 | )%(f) | |||||||
Supplemental Data: |
||||||||||||
Net Assets, End of Period (000s) |
$ | 729,926 | $ | 969,487 | $ | 915,498 | ||||||
Ratios to Average Net Assets: |
||||||||||||
Expenses, including interest expense |
2.60% | 2.22% | 1.86% | (e) | ||||||||
Net Investment Income (Loss) |
7.01% | 6.30% | 5.11% | (e) | ||||||||
Portfolio Turnover Rate |
19% | 44% | 16% | (f) |
The following table sets forth information regarding the Funds outstanding senior securities as of the end of each of the Funds last ten fiscal periods, as applicable.
Fiscal Year/Period Ended |
Total Amount Outstanding(g) |
Asset Coverage per $1,000 of Senior Securities |
Average Market Value per $1,000 of Senior Securities (Excluding Bank Loans) |
Type of Senior Security | |||||||||||||||||||
September 30, 2022 | $ | 225,838,222 | $ | 4,232 | N/A | Loan | |||||||||||||||||
September 30, 2021 | $ | 325,316,182 | $ | 3,980 | N/A | Loan | |||||||||||||||||
September 30, 2020 | (a) | $ | 250,260,922 | $ | 4,658 | N/A | Loan |
(a) | Commenced operations on February 26, 2020. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Total return on Net Asset Value is computed based upon the Net Asset Value of common stock on the first business day and the closing Net Asset Value on the last business day of the period. Dividends and distributions are assumed to be reinvested at the prices obtained under the Funds dividend reinvestment plan. Total return on Net Asset Value does not reflect any sales load paid by investors. |
(d) | Total return on Market Price is computed based upon the New York Stock Exchange market price of the Funds shares and excludes the effect of brokerage commissions. Dividends and distributions are assumed to be reinvested at the prices obtained under the Funds dividend reinvestment plan. Total return on Market Price does not reflect any sales load paid by investors. |
(e) | Annualized |
(f) | Not Annualized |
(g) | Includes accrued interest payable on amounts outstanding as of the end of the relevant fiscal year/period. |
(h) | Less than $0.005 per share |
26 | DoubleLine Yield Opportunities Fund | The accompanying notes are an integral part of these financial statements. |
September 30, 2022 |
1. Organization
DoubleLine Yield Opportunities Fund (the Fund) is organized as a non-diversified, limited term, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). The Fund was organized as a Massachusetts business trust on September 17, 2019 and commenced operations on February 26, 2020. The Fund is listed on the New York Stock Exchange (NYSE) under the symbol DLY. The Funds investment objective is to seek a high level of total return, with an emphasis on current income.
The Fund has a limited term and intends to terminate as of the first business day following the twelfth anniversary of the effective date of the Funds initial registration statement, February 25, 2032 (the Dissolution Date); provided that the Funds Board of Trustees (the Board) may, by a vote of the majority of the Board and seventy-five percent (75%) of the Continuing Trustees, as such term is defined in the Funds Second Amended and Restated Agreement and Declaration of Trust (a Board Action Vote), without shareholder approval, extend the Dissolution Date (i) once for up to one year, and (ii) once for up to an additional six months, to a date up to and including the eighteenth month after the initial Dissolution Date, which later date shall then become the Dissolution Date. At the Dissolution Date, each holder of common shares of beneficial interest (Common Shareholder) would be paid a pro rata portion of the Funds net assets as determined as of the Dissolution Date. The Board may, by a Board Action Vote, cause the Fund to conduct a tender offer, as of a date within twelve months preceding the Dissolution Date (as may be extended as described above), to all Common Shareholders to purchase 100% of the then outstanding common shares of the Fund at a price equal to the net asset value (NAV) per common share on the expiration date of the tender offer (an Eligible Tender Offer). In an Eligible Tender Offer, the Fund will offer to purchase all Common Shares held by each Common Shareholder; provided that if the number of properly tendered Common Shares would result in the Fund having aggregate net assets below $200 million (the Dissolution Threshold), the Eligible Tender Offer will be canceled, no Common Shares will be repurchased pursuant to the Eligible Tender Offer, and the Fund will terminate as otherwise scheduled.
The fiscal year end for the Fund is September 30, and the period covered by these Financial Statements is for the year ended September 30, 2022 (the period end).
2. Significant Accounting Policies
The Fund is an investment company that applies the accounting and reporting guidance issued in Topic 946, Financial ServicesInvestment Companies, by the Financial Accounting Standards Board (FASB). The following is a summary of the significant accounting policies of the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (US GAAP).
A. Security Valuation. The Fund has adopted US GAAP fair value accounting standards which establish a definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related inputs during the period. These inputs are summarized in the three broad levels listed below:
| Level 1Unadjusted quoted market prices in active markets for identical securities |
| Level 2Quoted prices for identical or similar assets in markets that are not active, or inputs derived from observable market data |
| Level 3Significant unobservable inputs (including the reporting entitys estimates and assumptions) |
Market values for domestic and foreign fixed income securities are normally determined on the basis of valuations provided by independent pricing services. Vendors typically value such securities based on one or more inputs described in the following table which is not intended to be a complete list. The table provides examples of inputs that are commonly relevant for valuing particular classes of fixed income securities in which the Fund is authorized to invest. However, these classifications are not exclusive, and any of the inputs may be used to value any other class of fixed-income securities. Securities that use similar valuation techniques and inputs as described in the following table are categorized as Level 2 of the fair value hierarchy. To the extent the significant inputs are unobservable, the values generally would be categorized as Level 3. Assets and liabilities may be transferred between levels.
Annual Report | | | September 30, 2022 | 27 |
Notes to Financial Statements (Cont.) |
Fixed-income class | Examples of Inputs | |||||
All |
Benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, spreads and other relationships observed in the markets among comparable securities; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance and other reference data (collectively referred to as standard inputs) | |||||
Corporate bonds and notes; convertible securities |
Standard inputs and underlying equity of the issuer | |||||
US bonds and notes of government and government agencies |
Standard inputs | |||||
Residential and commercial mortgage-backed obligations; asset-backed obligations (including collateralized loan obligations) |
Standard inputs and cash flows, prepayment information, default rates, delinquency and loss assumptions, collateral characteristics, credit enhancements and specific deal information, trustee reports | |||||
Bank loans |
Standard inputs |
Investments in registered open-end management investment companies will be valued based upon the NAV of such investments and are categorized as Level 1 of the fair value hierarchy.
Common stocks, exchange-traded funds and financial derivative instruments, such as futures contracts or options contracts, that are traded on a national securities or commodities exchange, are typically valued at the last reported sales price, in the case of common stocks and exchange-traded funds, or, in the case of futures contracts or options contracts, the settlement price determined by the relevant exchange. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level 1 of the fair value hierarchy.
Over-the-counter financial derivative instruments, such as forward currency exchange contracts, options contracts, or swap agreements, derive their values from underlying asset prices, indices, reference rates, other inputs or a combination of these factors. These instruments are normally valued on the basis of evaluations provided by independent pricing services or broker dealer quotations. Depending on the instrument and the terms of the transaction, the value of the derivative instruments can be estimated by a pricing service provider using a series of techniques, such as simulation pricing models. The pricing models use issuer details and other inputs that are observed from actively quoted markets such as indices, spreads, interest rates, curves, dividends and exchange rates. Derivatives that use similar valuation techniques and inputs as described above are normally categorized as Level 2 of the fair value hierarchy.
The Funds holdings in whole loans, securitizations and certain other types of alternative lending-related instruments may be valued based on prices provided by a third-party pricing service.
Senior secured floating rate loans for which an active secondary market exists to a reliable degree will be valued at the mean of the last available bid/ask prices in the market for such loans, as provided by an independent pricing service. Where an active secondary market does not exist to a reliable degree in the judgment of DoubleLine Capital LP (the Adviser or DoubleLine Capital), such loans will be valued at fair value based on certain factors.
In respect of certain commercial real estate-related, residential real estate-related and certain other investments for which a limited market may exist, the Fund may value such investments based on appraisals conducted by an independent valuation advisor or a similar pricing agent. However, an independent valuation firm may not be retained to undertake an evaluation of an asset unless the NAV, market price and other aspects of an investment exceed certain significance thresholds.
The Board has adopted a pricing and valuation policy for use by the Fund and its Valuation Designee (as defined below) in calculating the Funds NAV. Pursuant to Rule 2a-5 under the 1940 Act, the Fund has designated the Adviser as its Valuation Designee to perform all of the fair value determinations as well as to perform all of the responsibilities that may be performed by the Valuation Designee in accordance with Rule 2a-5. The Valuation Designee is authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations are not readily available or if it is deemed that the prices obtained from brokers and dealers or independent pricing services are unreliable.
28 | DoubleLine Yield Opportunities Fund |
September 30, 2022 |
The following is a summary of the fair valuations according to the inputs used to value the Funds investments as of September 30, 2022:
Category | ||||||||||
Investments in Securities |
||||||||||
Level 1 |
||||||||||
Money Market Funds |
$ | 9,349,961 | ||||||||
Preferred Stocks |
7,704,000 | |||||||||
Real Estate Investment Trusts |
5,983,000 | |||||||||
Total Level 1 |
23,036,961 | |||||||||
Level 2 |
||||||||||
Non-Agency Commercial Mortgage Backed Obligations |
$ | 225,601,581 | ||||||||
US Corporate Bonds |
154,599,921 | |||||||||
Non-Agency Residential Collateralized Mortgage Obligations |
140,214,734 | |||||||||
Foreign Corporate Bonds |
137,900,532 | |||||||||
Collateralized Loan Obligations |
122,167,067 | |||||||||
Bank Loans |
61,724,495 | |||||||||
Asset Backed Obligations |
22,694,793 | |||||||||
US Government and Agency Mortgage Backed Obligations |
17,966,986 | |||||||||
Foreign Government Bonds, Foreign Agencies and Foreign Government Sponsored Corporations |
16,905,650 | |||||||||
Total Level 2 |
899,775,759 | |||||||||
Level 3 |
||||||||||
Asset Backed Obligations |
$ | 12,701,366 | ||||||||
Collateralized Loan Obligations |
2,923,176 | |||||||||
Common Stocks |
234,840 | |||||||||
Preferred Stocks |
10,223 | |||||||||
Escrow Notes |
| |||||||||
Foreign Corporate Bonds |
| |||||||||
Total Level 3 |
15,869,605 | |||||||||
Total |
$ | 938,682,325 |
See the Schedule of Investments for further disaggregation of investment categories.
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
Fair Value as of 9/30/2021 |
Net Realized Gain (Loss) |
Net Change in Unrealized Appreciation (Depreciation)(c) |
Net Accretion (Amortization) |
Purchases(a) | Sales(b) | Transfers Into Level 3(d) |
Transfers Out of Level 3(d) |
Fair Value as of 9/30/2022 |
Net Change in Unrealized Appreciation (Depreciation) on securities held at 9/30/2022(c) | ||||||||||||||||||||||||||||||||||||||||||||||
Investments in Securities |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset Backed Obligations |
$ | 17,202,828 | $ | 3,586 | $ | (10,700,774 | ) | $ | | $ | 6,555,153 | $ | (359,427 | ) | $ | | $ | | $ | 12,701,366 | $ | (8,343,959 | ) | ||||||||||||||||||||||||||||||||
Collateralized Loan Obligations |
4,404,564 | | (1,481,388 | ) | | | | | | 2,923,176 | (1,481,388 | ) | |||||||||||||||||||||||||||||||||||||||||||
Common Stocks |
| | (246,465 | ) | | 481,305 | | | | 234,840 | | ||||||||||||||||||||||||||||||||||||||||||||
Preferred Stocks |
| | (207,710 | ) | | 217,933 | | | | 10,223 | | ||||||||||||||||||||||||||||||||||||||||||||
Foreign Corporate Bonds |
104,947 | | | | 30,639 | (135,586 | ) | | | | | ||||||||||||||||||||||||||||||||||||||||||||
Escrow Notes |
| | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Total |
$ | 21,712,339 | $ | 3,586 | $ | (12,636,337 | ) | $ | | $ | 7,285,030 | $ | (495,013 | ) | $ | | $ | | $ | 15,869,605 | $ | (9,825,347 | ) |
(a) | Purchases include all purchases of securities, payups and corporate actions. |
(b) | Sales include all sales of securities, maturities, and paydowns. |
(c) | Any difference between Net Change in Unrealized Appreciation (Depreciation) and Net Change in Unrealized Appreciation (Depreciation) on securities held at September 30, 2022 may be due to a security that was not held or categorized as Level 3 at either period end. |
(d) | Transfers into or out of Level 3 can be attributed to changes in the availability of pricing sources and/or in the observability of significant inputs used to measure the fair value of those instruments. |
Annual Report | | | September 30, 2022 | 29 |
Notes to Financial Statements (Cont.) |
The following is a summary of quantitative information about Level 3 Fair Value Measurements:
Fair Value as of 9/30/2022 |
Valuation Techniques |
Unobservable Input |
Unobservable Input Values (Weighted Average)(e) |
Impact to valuation from an increase to input | |||||||||||||||||
Asset Backed Obligations |
$ | 12,701,366 | Market Comparables | Market Quotes | |
$64.81-$40,961.88 ($8,222.98 |
) |
Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security | |||||||||||||
Collateralized Loan Obligations |
$ | 2,923,176 | Market Comparables | Market Quotes | $58.46 ($58.46 | ) | Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security | ||||||||||||||
Common Stocks |
$ | 234,840 | Market Comparables | Market Quotes | $10.00 ($10.00 | ) | Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security | ||||||||||||||
Preferred Stocks |
$ | 10,223 | Market Comparables | Market Quotes | $1.00 ($1.00 | ) | Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security | ||||||||||||||
Foreign Corporate Bonds |
$ | | Income Approach | Expected Value | $0.00 ($0.00 | ) | Significant changes in the expected value would have resulted in direct changes in the fair value of the security | ||||||||||||||
Escrow Notes |
$ | | Income Approach | Expected Value | $0.00 ($0.00) | Significant changes in the expected value would have resulted in direct changes in the fair value of the security |
(e) | Unobservable inputs were weighted by the relative fair value of the instruments. |
B. U.S. Federal Income Taxes. The Fund has elected to be taxed as a regulated investment company and intends to distribute substantially all of its taxable income to its shareholders and otherwise comply with the provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for U.S. federal income taxes has been made.
The Fund may be subject to a nondeductible 4% excise tax calculated as a percentage of certain undistributed amounts of net investment income and net capital gains.
The Fund has followed the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired. The Fund identifies its major tax jurisdictions as U.S. Federal, the Commonwealth of Massachusetts, the State of Florida and the State of California. The Funds tax returns are subject to examination by relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return but which can be extended to six years in certain circumstances.
C. Security Transactions, Investment Income. Investment securities transactions are accounted for on trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Interest income, including non-cash interest, is recorded on an accrual basis. Discounts/premiums on debt securities purchased, which may include residual and subordinate notes, are accreted/amortized over the life of the respective securities using the effective interest method except for certain deep discount bonds where management does not expect the par value above the bonds cost to be fully realized. Dividend income and corporate action transactions, if any, are recorded on the ex-date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of securities received. Paydown gains and losses on mortgage-related and other asset-backed securities are recorded as components of interest income on the Statement of Operations.
D. Dividends and Distributions to Shareholders. Dividends from net investment income will be declared and paid monthly. The Fund will distribute any net realized long or short-term capital gains at least annually. Distributions are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with income tax regulations which may differ from US GAAP. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications between paid-in capital, undistributed (accumulated) net investment income (loss), and/or undistributed (accumulated) realized gain (loss).
30 | DoubleLine Yield Opportunities Fund |
September 30, 2022 |
Undistributed (accumulated) net investment income or loss may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or capital gain remaining at fiscal year end is distributed in the following year.
E. Use of Estimates. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
F. Share Valuation. The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and other assets, minus all liabilities (including estimated accrued expenses), by the total number of shares outstanding, rounded to the nearest cent. The Funds NAV is typically calculated on days when the NYSE opens for regular trading.
G. Unfunded Loan Commitments. The Fund may enter into certain credit agreements, of which all or a portion may be unfunded. As of September 30, 2022, the Fund had no unfunded positions.
The Fund may also enter into certain credit agreements designed to provide standby short term or bridge financing to a borrower. Typically the borrower is not economically incented to draw on the bridge loan. The Fund is obligated to fund these commitments at the borrowers discretion. At the end of the period, the Fund maintained with its custodian liquid investments having an aggregate value at least equal to the par value of its unfunded loan commitments and bridge loans. As of September 30, 2022, the Fund had no outstanding bridge loan commitments.
H. Guarantees and Indemnifications. Under the Funds organizational documents, each Trustee and officer of the Fund is indemnified, to the extent permitted by the 1940 Act, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts.
3. Related Party Transactions
The Adviser provides the Fund with investment management services under an Investment Management Agreement (the Agreement). Under the Agreement, the Adviser manages the investment of the assets of the Fund, places orders for the purchase and sale of its portfolio securities and is responsible for providing certain resources to assist with the day-to-day management of the Funds business affairs. As compensation for its services, the Adviser is entitled to a monthly fee at the annual rate of 1.35% of the average daily total managed assets of the Fund. Total managed assets means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, and/or preferred shares that may be outstanding) minus accrued liabilities (other than liabilities in respect of reverse repurchase agreements, dollar roll transactions or similar transactions, and borrowings). For purposes of calculating total managed assets, the liquidation preference of any preferred shares outstanding shall not be considered a liability. DoubleLine Asset Management Company, a wholly owned subsidiary of the Adviser, owned 6,036 shares of the Fund as of the period end. The Adviser has arrangements with DoubleLine Group LP to provide personnel and other resources to the Fund.
4. Purchases and Sales of Securities
For the period ended September 30, 2022, purchases and sales of investments, excluding U.S. Government securities and short term investments, were $211,881,552 and $319,093,711, respectively. There were no transactions in U.S. Government securities (defined as long-term U.S. Treasury bills, notes and bonds) during the period.
Annual Report | | | September 30, 2022 | 31 |
Notes to Financial Statements (Cont.) |
5. Income Tax Information
The tax character of distributions for the Fund was as follows:
Year Ended September 30, 2022 |
Year Ended September 30, 2021 | ||||||||||||||
Distributions Paid From: |
|||||||||||||||
Ordinary Income |
$ | 64,251,930 | $ | 67,076,555 | |||||||||||
Return of Capital |
2,891,339 | 66,714 | |||||||||||||
Total Distributions Paid |
$ | 67,143,269 | $ | 67,143,269 |
The cost basis of investments for federal income tax purposes as of September 30, 2022, was as follows:
Tax Cost of Investments |
$ | 1,134,116,680 | ||||||||
Gross Tax Unrealized Appreciation |
20,002,065 | |||||||||
Gross Tax Unrealized Depreciation |
(215,436,420 | ) | ||||||||
Net Tax Unrealized Appreciation (Depreciation) |
(195,434,355 | ) |
As of September 30, 2022, the components of accumulated earnings (losses) for income tax purposes were as follows:
Net Tax Unrealized Appreciation (Depreciation) |
$ | (195,434,355 | ) | |||||||
Other Accumulated Gains (Losses) |
(23,785,974 | ) | ||||||||
Total Distributable Earnings (Loss) |
(219,220,329 | ) |
As of September 30, 2022, $23,570,308 was available as a capital loss carryforward.
The Fund may elect to defer to the first day of the next taxable year all or part of any late-year ordinary loss or post-October capital loss. As of September 30, 2022, the Fund deferred, on a tax basis, qualified late year losses of $0.
Additionally, US GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. The permanent differences primarily relate to paydown losses, swaps, market discount and return of capital. For the year ended September 30, 2022, the following table shows the reclassifications made:
Paid-in Capital |
Total Distributable Earnings (Loss) | |||||||
$(3,308,724) | $ | 3,308,724 |
If the Fund estimates that a portion of its regular distributions to shareholders may be comprised of amounts from sources other than net investment income, as determined in accordance with the Funds policies and practices, the Fund will notify shareholders of the estimated composition of such distribution through a Section 19 Notice. For these purposes, the Fund estimates the source or sources from which a distribution is paid, to the close of the period as of which it is paid, in reference to its expected tax character. It is important to note that differences exist between the Funds daily internal accounting records and practices, the Funds financial statements presented in accordance with US GAAP, and recordkeeping practices under income tax regulations. It is possible that the Fund may not issue a Section 19 Notice in situations where the Funds financial statements prepared later and in accordance with US GAAP might later report that the sources of those distributions included capital gains and/or a return of capital. Please visit www.doubleline.com for the most recent Section 19 Notice, if applicable. Information provided to you on a Section 19 notice is an estimate only and subject to change; final determination of a distributions tax character will be reported on Form 1099 DIV sent to shareholders for the calendar year.
6. Share Transactions
For the year ended September 30, 2022 or the year ended September 30, 2021, the Fund did not have any share transactions.
32 | DoubleLine Yield Opportunities Fund |
September 30, 2022 |
7. Trustees Fees
Trustees who are not affiliated with the Adviser and its affiliates received, as a group, fees of $109,058 from the Fund during the year ended September 30, 2022. These trustees may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the Fund, are treated as if invested in shares of the Fund or other funds managed by the Adviser and its affiliates. These amounts represent general, unsecured liabilities of the Fund and vary according to the total returns of the selected funds. Trustees Fees in the Funds Statement of Operations are shown as $109,058 which includes $111,333 in current fees (either paid in cash or deferred) and a decrease of $2,275 in the value of the deferred amounts. Certain trustees and officers of the Fund are also officers of the Adviser; such trustees and officers are not compensated by the Fund.
8. Bank Loans
The Fund may make loans directly to borrowers and may acquire or invest in loans made by others (loans). The Fund may acquire a loan interest directly by acting as a member of the original lending syndicate. Alternatively, the Fund may acquire some or all of the interest of a bank or other lending institution in a loan to a particular borrower by means of a novation, an assignment or a participation. The loans in which the Fund may invest include those that pay fixed rates of interest and those that pay floating ratesi.e., rates that adjust periodically based on a known lending rate, such as a banks prime rate. The Fund may purchase and sell interests in bank loans on a when-issued and delayed delivery basis, with payment delivery scheduled for a future date.
Securities purchased on a delayed delivery basis are marked to market daily and no income accrues to the Fund prior to the date the Fund actually takes delivery of such securities. These transactions are subject to market fluctuations and are subject, among other risks, to the risk that the value at delivery may be more or less than the trade purchase price.
9. Credit Facility
On February 28, 2022, the Fund entered into the fourth amendment to its credit agreement (the Amendment) with U.S. Bank National Association (U.S. Bank), as administrative agent, and certain lenders party thereto.
The Amendment extended the termination of the Funds existing $300,000,000 revolving credit facility and existing $50,000,000 term loan (together, the credit facility) to February 27, 2023 (or the date the committed amount is reduced to $0). The Amendment also converted the benchmark rate from the London Interbank Offered Rate (LIBOR) to the secured overnight financing rate (SOFR) and provides a mechanism for determining the applicable interest rate should term SOFR no longer be available. Under the current terms of the Funds credit agreement, interest is charged at the rate of one-month daily 2-Day lag SOFR plus 0.10% plus 1.10%, subject to certain conditions that may cause the rate of interest to increase. This rate represents a floating rate of interest that may change over time. The Fund will also be responsible for paying a non-usage fee of 0.125% on the unused amount, should the unused amount be less than $75,000,000. Should the unused amount be $75,000,000 or more, the non-usage fee increases to 0.250% on the unused amount.
The Fund pledges its assets as collateral to secure obligations under the credit facility. The Fund retains the risk and rewards of the ownership of assets pledged to secure obligations under the credit facility. As of September 30, 2022, the amount of total outstanding borrowings was $225,000,000 which approximates fair value. The borrowings are categorized as Level 2 within the fair value hierarchy.
For the year ended September 30, 2022, the Funds activity under the credit facility was as follows:
Maximum Amount Available |
Average Borrowings |
Maximum Amount Outstanding |
Interest Expense |
Commitment Fee |
Average Interest Rate | |||||||||||||||||||||||
$350,000,000 | $ | 292,602,740 | $ | 340,000,000 | $ | 5,674,469 | $ | 121,441 | 2.05% |
10. Principal Risks
Below are summaries of some, but not all, of the principal risks of investing in the Fund, each of which could adversely affect the Funds NAV, market price, yield, and total return. The Funds prospectus provided additional information regarding these and other risks of investing in the Fund at the time of the initial public offering of the Funds shares.
| Limited prior history: The Fund is a newly organized, non-diversified, limited term closed-end management investment company with a limited history of operations and is subject to all of the business risks and uncertainties associated with any new business. |
Annual Report | | | September 30, 2022 | 33 |
Notes to Financial Statements (Cont.) |
| Market discount risk: The price of the Funds common shares will fluctuate with market conditions and other factors. Shares of closed-end management investment companies frequently trade at a discount from their net asset value. |
| Limited term and tender offer risk: Unless the limited term provision of the Funds Declaration of Trust is amended by shareholders in accordance with the Declaration of Trust, or unless the Fund completes a tender offer and converts to perpetual existence, the Fund will terminate on or about February 25, 2032 (the Dissolution Date). The Fund is not a so called target date or life cycle fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. Because the assets of the Fund will be liquidated in connection with the dissolution, the Fund will incur transaction costs in connection with dispositions of portfolio securities. The Fund does not limit its investments to securities having a maturity date prior to the Dissolution Date and may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money. |
| Leverage risk: Leverage is a speculative technique that may expose the Fund to greater risk and increased costs. When leverage is used, the NAV and market price of the Common Shares and the investment return to Common Shareholders will likely be more volatile. There can be no assurance that a leveraging strategy will be used by the Fund or that it will be successful. |
| Liquidity risk: the risk that the Fund may be unable to sell a portfolio investment at a desirable time or at the value the Fund has placed on the investment. |
| Portfolio management risk: the risk that an investment strategy may fail to produce the intended results or that the securities held by the Fund will underperform other comparable funds because of the portfolio managers choice of investments. |
| Valuation risk: the risk that the Fund will not value its investments in a manner that accurately reflects their market values or that the Fund will not be able to sell any investment at a price equal to the valuation ascribed to that investment for purposes of calculating the Funds net asset value. The valuation of the Funds investments involves subjective judgment and some valuations may involve assumptions, projections, opinions, discount rates, estimated data points and other uncertain or subjective amounts, all of which may prove inaccurate. In addition, the valuation of certain investments held by the Fund may involve the significant use of unobservable and non-market inputs. Certain securities in which the Fund may invest may be more difficult to value accurately, especially during periods of market disruptions or extreme market volatility. |
| Investment and market risk: the risk that markets will perform poorly or that the returns from the securities in which the Fund invests will underperform returns from the general securities markets or other types of investments. Markets may, in response to governmental actions or intervention or general market conditions, including real or perceived adverse, political, economic or market conditions, tariffs and trade disruptions, inflation, recession, changes in interest or currency rates, lack of liquidity in the bond markets or adverse investor sentiment, or other external factors, experience periods of high volatility and reduced liquidity. Certain securities may be difficult to value during such periods. The value of securities and other instruments traded in over-the-counter markets, like other market investments, may move up or down, sometimes rapidly and unpredictably. Further, the value of securities and other instruments held by the Fund may decline in value due to factors affecting securities markets generally or particular industries. Recently, there have been inflationary price movements, which have caused the fixed income securities markets to experience heightened levels of interest rate volatility and liquidity risk. |
| Issuer non-diversification risk: As a non-diversified fund, the Fund may invest its assets in a smaller number of issuers than a diversified fund. Accordingly, the Fund may be more susceptible to any single economic, political, or regulatory occurrence than a diversified fund investing in a broader range of issuers. A decline in the market value of one of the Funds investments may affect the Funds value more than if the Fund were a diversified fund. Some of the issuers in which the Fund invests also may present substantial credit or other risks. The Fund will be subject to similar risks to the extent that it enters into derivatives transactions with a limited number of counterparties. |
| Credit risk: the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. The Funds income might be reduced and the value of the investment might fall or be lost entirely. Changes in the financial condition of an issuer or counterparty, changes in specific economic, social or political conditions that affect a particular type of security, other instrument or an issuer, and changes in economic, social or political conditions generally can increase the risk of default by an issuer or counterparty, which can affect a securitys or other instruments credit quality or value and an issuers or counterpartys ability to pay interest and principal when due. The values of lower-quality debt securities (including debt securities commonly referred to as high yield securities and junk bonds) and floating rate loans, tend to be particularly |
34 | DoubleLine Yield Opportunities Fund |
September 30, 2022 |
sensitive to these changes. The values of securities also may decline for a number of other reasons that relate directly to the issuer, such as management performance, financial leverage and reduced demand for the issuers goods and services, as well as the historical and prospective earnings of the issuer and the value of its assets. |
| Interest rate risk: Interest rate risk is the risk that debt instruments will change in value because of changes in interest rates. The value of an instrument with a longer duration (whether positive or negative) will be more sensitive to changes in interest rates than a similar instrument with a shorter duration. |
| Debt securities risk: In addition to certain of the other risks described herein such as interest rate risk and credit risk, debt securities generally also are subject to the following risks: |
° | Redemption risk: Debt securities sometimes contain provisions that allow for redemption in the event of tax or security law changes in addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. |
° | Extension risk: the risk that if interest rates rise, repayments of principal on certain debt securities, including, but not limited to, floating rate loans and mortgage-related securities, may occur at a slower rate than expected and the expected maturity of those securities could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply. |
° | Spread risk: Wider credit spreads and decreasing market values typically represent a deterioration of the debt securitys credit soundness and a perceived greater likelihood or risk of default by the issuer. |
° | Limited voting rights: Debt securities typically do not provide any voting rights, except in some cases when interest payments have not been made and the issuer is in default. Even in such cases, such rights may be limited to the terms of the debenture or other agreements. |
° | Prepayment/reinvestment risk: the risk that income may decline when the Fund invests proceeds from investment income, sales of portfolio securities or matured, traded, pre-paid or called debt obligations, negatively effecting dividend levels and market price, NAV and/or overall return of the common shares. |
° | LIBOR phase out/transition risk: LIBOR is the offered rate for wholesale, unsecured funding available to major international banks. The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to LIBOR. LIBOR may also be a significant factor in relation to payment obligations under a derivative investment and may be used in other ways that affect the Funds investment performance. LIBOR is currently in the process of being phased out. The transition from LIBOR and the terms of any replacement rate(s), including, for example, SOFR or another rate based on SOFR, may adversely affect transactions that use LIBOR as a reference rate, financial institutions that engage in such transactions, and the financial markets generally. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending rate. As such, the transition away from LIBOR may adversely affect the Funds performance. |
| Mortgage-backed securities risks: include the risks that borrowers may default on their mortgage obligations or the guarantees underlying the mortgage-backed securities will default or otherwise fail and that, during periods of falling interest rates, mortgage-backed securities will be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of a mortgage- backed security may extend, which may lock in a below-market interest rate, increase the securitys duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults. The values of certain types of mortgage-backed securities, such as inverse floaters and interest-only and principal-only securities, may be extremely sensitive to changes in interest rates and prepayment rates. The Fund may invest in mortgage-backed securities that are subordinate in their right to receive payment of interest and repayment of principal to other classes of the issuers securities. |
| Foreign investing risk: the risk that investments in foreign securities or in issuers with significant exposure to foreign markets, as compared to investments in U.S. securities or in issuers with predominantly domestic market exposure, may be more vulnerable to economic, political, and social instability and subject to less government supervision, less protective custody practices, lack of transparency, inadequate regulatory and accounting standards, delayed or infrequent settlement of transactions, and foreign taxes. If the Fund buys securities denominated in a foreign currency, receives income in foreign currencies or holds foreign currencies from time to time, the value of the Funds assets, as measured in U.S. dollars, can be affected unfavorably by changes in exchange rates relative to the U.S. dollar or with respect to other foreign currencies. Foreign markets are also subject to the risk that a foreign government could restrict foreign exchange transactions or |
Annual Report | | | September 30, 2022 | 35 |
Notes to Financial Statements (Cont.) |
otherwise implement unfavorable currency. In addition, foreign securities may be subject to currency exchange rates or regulations, the imposition of economic sanctions, tariffs or other government restrictions, higher transaction and other costs, reduced liquidity, and delays in settlement. |
| Foreign currency risk: the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in foreign currencies. |
| Emerging markets risk: the risk that investing in emerging markets, as compared to foreign developed markets, increases the likelihood that the Fund will lose money, due to more limited information about the issuer and/or the security; higher brokerage costs; different accounting, auditing and financial reporting standards; less developed legal systems; fewer investor protections; less regulatory oversight; thinner trading markets; the possibility of currency blockages or transfer restrictions; an emerging market countrys dependence on revenue from particular commodities or international aid; and the risk of expropriation, nationalization or other adverse political or economic developments. |
| Collateralized debt obligations (CDOs) risk: the risks of an investment in a collateralized debt obligation (CDO) depend largely on the quality and type of the collateral and the tranche of the CDO in which the Fund invests. Normally, collateralized bond obligations (CBOs), Collateralized loan obligations (CLOs) and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, investments in CDOs may be illiquid. In addition to the risks associated with debt instruments (e.g., interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the Fund may invest in CDOs that are subordinate to other classes of the issuers securities; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. |
| Asset-backed securities investment risk: Asset-backed securities involve the risk that borrowers may default on the obligations backing them and that the values of and interest earned on such investments will decline as a result. Loans made to lower quality borrowers, including those of sub-prime quality, involve a higher risk of default. |
| Credit default swaps risk: Credit default swaps provide exposure to one or more reference obligations but involve greater risks than investing in the reference obligation directly, and expose the Fund to liquidity risk, counterparty risk and credit risk. A buyer of a credit default swap will lose its investment and recover nothing should no event of default occur. When the Fund acts as a seller of a credit default swap, it is exposed to many of the same risks of leverage described herein since if an event of default occurs the seller must pay the buyer the full notional value of the reference obligation(s). |
| U.S. Government securities risk: the risk that debt securities issued or guaranteed by certain U.S. Government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. Government, and so investments in their securities or obligations issued by them involve greater risk than investments in other types of U.S. Government securities. |
| Sovereign debt obligations risk: the risk that investments in debt obligations of sovereign governments may lose value due to the government entitys unwillingness or inability to repay principal and interest when due in accordance with the terms of the debt or otherwise in a timely manner. |
| Loan risk: the risk that (i) if the Fund holds a loan through another financial institution, or relies on a financial institution to administer the loan, its receipt of principal and interest on the loan may be subject to the credit risk of that financial institution; (ii) any collateral securing a loan may be insufficient or unavailable to the Fund because, for example, the value of the collateral securing a loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate, and the Funds rights to collateral may be limited by bankruptcy or insolvency laws; (iii) investments in highly leveraged loans or loans of stressed, distressed, or defaulted issuers may be subject to significant credit and liquidity risk; (iv) a bankruptcy or other court proceeding could delay or limit the ability of the Fund to collect the principal and interest payments on that borrowers loans or adversely affect the Funds rights in collateral relating to a loan; (v) there may be limited public information available regarding the loan and the relevant borrower(s); (vi) the use of a particular interest rate benchmark, such as LIBOR (or any comparable successor or alternative benchmark), may limit the Funds ability to achieve a net return to shareholders that consistently approximates the average published Prime Rate of U.S. banks; (vii) the prices of certain floating rate loans that include a feature that prevents their interest rates from adjusting if market interest rates are below a specified minimum level may appreciate less than other instruments in response to changes in interest rates should interest rates rise but remain below the applicable minimum level; (viii) if a borrower fails to comply with various restrictive covenants that may be found in loan agreements, the borrower may default in payment of the loan; (ix) if the Fund invests in loans that contain fewer or less restrictive constraints on the borrower than certain other types of loans (covenant lite loans), it may have fewer rights against the borrowers of such loans, including fewer protections against the possibility of default and fewer remedies in the event of default; (x) the loan is unsecured; (xi) there is a limited secondary market; |
36 | DoubleLine Yield Opportunities Fund |
September 30, 2022 |
(xii) transactions in loans may settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period of time after the sale, which may result in sale proceeds related to the sale of loans not being available to make additional investments or to meet the Funds redemption obligations until potentially a substantial period after the sale of the loans; (xiii) loans may be difficult to value and may be illiquid, which may adversely affect an investment in the Fund. Investments in loans through a purchase of a loan, loan origination or a direct assignment of a financial institutions interests with respect to a loan may involve additional risks to the Fund. For example, if a loan is foreclosed, the Fund could become owner, in whole or in part, of any collateral, which could include, among other assets, real estate or other real or personal property, and would bear the costs and liabilities associated with owning and holding or disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, the Fund as holder of a partial interest in a loan could be held liable as co-lender for acts of the agent lender. |
| Below investment grade/high yield securities risk: Debt instruments rated below investment grade or debt instruments that are unrated and of comparable or lesser quality are predominantly speculative. These instruments, commonly known as junk bonds, have a higher degree of default risk and may be less liquid than higher-rated bonds. These instruments may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of high yield investments generally, general economic downturn, and less secondary market liquidity. |
| Defaulted securities risk: the significant risk of the uncertainty of repayment of defaulted securities (e.g., a security on which a principal or interest payment is not made when due) and obligations of distressed issuers. Because the issuer of such securities is in default and is likely to be in distressed financial condition, repayment of defaulted securities and obligations of distressed issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is subject to significant uncertainties. |
| Real estate risk: the risk that real estate-related investments may decline in value as a result of factors affecting the real estate sector, such as the supply of real property in certain markets, changes in zoning laws, delays in completion of construction, changes in real estate values, changes in property taxes, levels of occupancy, and local, regional and general market conditions. Along with the risks common to different types of real estate-related investments, real estate investment trusts (REITs), no matter the type, involve additional risk factors, including poor performance by the REITs manager, adverse changes to the tax laws, and the possible failure by the REIT to qualify for the favorable tax treatment available to REITs under the Code, or the exemption from registration under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow earned on the property interests they hold. |
| Derivatives risk: the risk that an investment in derivatives will not perform as anticipated by the Adviser, may not be available at the time or price desired, cannot be closed out at a favorable time or price, will increase the Funds transaction costs, or will increase the Funds volatility; that derivatives may create investment leverage; that, when a derivative is used as a substitute for or alternative to a direct cash investment, the transaction may not provide a return that corresponds precisely or at all with that of the cash investment; that the positions may be improperly executed or constructed; that the Funds counterparty will be unable or unwilling to perform its obligations; or that, when used for hedging purposes, derivatives will not provide the anticipated protection, causing the Fund to lose money on both the derivatives transaction and the exposure the Fund sought to hedge. Recent changes in regulation relating to the Funds use of derivatives and related instruments could potentially limit or impact the Funds ability to invest in derivatives, limit the Funds ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives and the Funds performance. |
ICE Benchmark Administration, the administrator of LIBOR, ceased publication of most LIBOR settings on a representative basis at the end of 2021 and is expected to cease publication of a majority of the U.S. dollar LIBOR settings on a representative basis after June 30, 2023. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
| Counterparty risk: the risk that the Fund will be subject to credit risk presented with respect to the counterparties to derivative contracts and other instruments, such as repurchase and reverse repurchase agreements, entered into directly by the Fund or held by special purpose or structured vehicles in which the Fund invests; that the Funds counterparty will be unable or unwilling to perform its obligations; that the Fund will be unable to enforce contractual remedies if its counterparty defaults; that if a counterparty (or an affiliate of a counterparty) becomes bankrupt, the Fund may experience significant delays in obtaining any recovery under the derivative contract or may obtain limited or no recovery in a bankruptcy or other insolvency proceeding. To the extent that the Fund enters into multiple transactions with a single or a small set of counterparties, it will be subject to increased counterparty risk. |
Annual Report | | | September 30, 2022 | 37 |
Notes to Financial Statements (Cont.) |
| Unrated securities risk: Unrated securities may be less liquid than comparable rated securities and involve the risk that the Adviser may not accurately evaluate the securitys comparative credit rating and value. Some or all of the unrated instruments in which the Fund may invest will involve credit risk comparable to or greater than that of rated debt securities of below investment grade quality. |
| Structured products and structured notes risk: the risk that an investment in a structured product, which includes, among other things, CDOs, mortgage-backed securities, other types of asset-backed securities and certain types of structured notes, may decline in value due to changes in the underlying instruments, indexes, interest rates or other factors on which the product is based (reference measure). Depending on the reference measure used and the use of multipliers or deflators (if any), changes in interest rates and movement of the reference measure may cause significant price and cash flow fluctuations. In addition to the general risks associated with fixed income securities discussed herein, structured products carry additional risks including, but not limited to: (i) the possibility that distributions from underlying investments will not be adequate to make interest or other payments; (ii) the quality of the underlying investments may decline in value or default; (iii) the possibility that the security may be subordinate to other classes of the issuers securities; (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results; and (v) because the structured products are generally privately offered and sold, they may be thinly traded or have a limited trading market, which may increase the Funds illiquidity and reduce the Funds income and the value of the investment, and the Fund may be unable to find qualified buyers for these securities. |
| Issuer risk: Issuer risk is the risk that the market price of securities may go up or down, sometimes rapidly or unpredictably, including due to factors affecting securities markets generally, particular industries represented in those markets, or the issuer itself. |
| Market disruption and geopolitical risk: the risk that markets may, in response to governmental actions or intervention, political, economic or market developments, or other external factors, experience periods of high volatility and reduced liquidity, which may cause the Fund to sell securities at times when it would otherwise not do so, and potentially at unfavorable prices. |
| Tax risk: To qualify as a regulated investment company under the Code, the Fund must meet requirements regarding, among other things, the source of its income. Certain investments do not give rise to qualifying income for this purpose. Any income the Fund derives from investments in instruments that do not generate qualifying income must be limited to a maximum of 10% of the Funds annual gross income. If the Fund were to earn non-qualifying income in excess of 10% of its annual gross income, it could fail to qualify as a regulated investment company for that year. If the Fund were to fail to qualify as a regulated investment company, the Fund would be subject to tax and shareholders of the Fund would be subject to the risk of diminished returns. |
| Operational and Information Security Risks: An investment in the Fund, like any fund, can involve operational risks arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. The occurrence of any of these failures, errors or breaches could result in investment losses to the Fund, a loss of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on the Fund. While the Fund seeks to minimize such events through controls and oversight, there may still be failures that could cause losses to the Fund. |
11. Recently Issued Accounting Pronouncements
In March 2020, FASB issued Accounting Standards Update 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04) and in January 2021, the FASB issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope (ASU 2021-01), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other interbank offered rates as of the end of 2021. The temporary relief provided by ASU 2020-04 and ASU 2021-01 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 and ASU 2021-01 on the Funds investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform. Management is also currently actively working with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines.
In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASU 2022-03). ASU 2022-03 clarifies guidance for
38 | DoubleLine Yield Opportunities Fund |
September 30, 2022 |
fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the impact of these amendments on the Funds financial statements.
12. Subsequent Events
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. The Fund has determined there are no subsequent events that would need to be disclosed in the Funds financial statements.
Annual Report | | | September 30, 2022 | 39 |
|
To the Shareholders and Board of Trustees of DoubleLine Yield Opportunities Fund:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of DoubleLine Yield Opportunities Fund (the Fund), including the schedule of investments, as of September 30, 2022, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the two years in the period then ended and for the period from February 26, 2020 (commencement of operations) through September 30, 2020, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2022, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and for the period from February 26, 2020 (commencement of operations) through September 30, 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2022, by correspondence with the custodian, agent banks, and brokers; when replies were not received from agent banks and brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Costa Mesa, California
November 21, 2022
We have served as the auditor of one or more DoubleLine Funds investment companies since 2013.
40 | DoubleLine Yield Opportunities Fund |
(Unaudited) September 30, 2022 |
For the fiscal year ended September 30, 2022, certain dividends paid by the Fund may be subject to a maximum tax rate of 15% (20% for taxpayers with taxable income greater than $459,750 for single individuals and $517,200 for married couples filing jointly), as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and The Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
Qualified Dividend Income |
0.00% |
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2022, was as follows:
Dividends Received Deduction |
0.00% |
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(c) for the fiscal year ended September 30, 2022, was as follows:
Qualified Short-term Gains |
0.00% |
The percentage of taxable ordinary income distributions that are designated as interest related dividends under Internal Revenue Section 871(k)(1)(c) for the fiscal year ended September 30, 2022, was as follows:
Qualified Interest Income |
76.03% |
Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.
Annual Report | | | September 30, 2022 | 41 |
(Unaudited) September 30, 2022 |
Name, Address, and Year of Birth(1) |
Position with Trust | Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years | Number of Portfolios Overseen(2) |
Other Directorships During Past 5 Years | |||||
Independent Trustees |
||||||||||
Joseph J. Ciprari, 1964 | Trustee | Class II (2025)*/Since Inception | President, Remo Consultants, a real estate financial consulting firm. Formerly, Managing Director, UBS AG. Formerly, Managing Director, Ally Securities LLC. | 22 | None | |||||
John C. Salter, 1957 | Trustee | Class III (2023)*/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. | 22 | None | |||||
Raymond B. Woolson, 1958 | Trustee | Class I (2024)*/Since Inception | President, Apogee Group, Inc., a company providing financial consulting services. | 22 | Independent Trustee, DoubleLine ETF (an open-end investment company with 2 portfolios). Independent Trustee, Advisors Series Trust (an open-end investment company with 35 portfolios)(3) |
(1) The address of each Independent Trustee is c/o DoubleLine Funds, 2002 North Tampa Street, Suite 200, Tampa, FL, 33602.
(2) Includes each series of DoubleLine Funds Trust, DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, and DoubleLine Yield Opportunities Fund.
(3) Quasar Distributors, LLC serves as the principal underwriter of DoubleLine Funds Trust and Advisors Series Trust.
* The common shareholders of the Fund are expected to vote to elect trustees of the relevant class at the annual shareholders meeting in the year indicated above.
The following Trustee is an interested person of the Fund as defined in the 1940 Act because he is an officer of the Adviser and holds direct or indirect ownership interests in DoubleLine Capital LP and DoubleLine Alternatives LP. Additionally, Mr. Redell is an officer of the Fund.
Name, Address, and Year of Birth(1) |
Position with Trust | Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years | Number of Portfolios |
Other Directorships During Past 5 Years | |||||
Interested Trustee | ||||||||||
Ronald R. Redell, 1970 | Trustee, Chairman, President and Chief Executive Officer | Class I (2024)*/Since Inception | Trustee, Chairman, President, and Chief Executive Officer, DoubleLine Income Solutions Fund (since January 2013); President, DoubleLine Group LP (since January 2019 and Executive from January 2013 to January 2019); Trustee, Chairman, President and Chief Executive Officer, DoubleLine Opportunistic Credit Fund (since July 2011); Executive, DoubleLine Capital (since July 2010); President, DoubleLine Funds Trust (since January 2010). | 22 | Interested Trustee, DoubleLine ETF Trust |
(1) The address of each Interested Trustee is c/o DoubleLine Funds, 2002 North Tampa Street, Suite 200, Tampa, FL, 33602.
(2) Includes each series of DoubleLine Funds Trust, DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, and DoubleLine Yield Opportunities Fund.
* The common shareholders of the Fund are expected to vote to elect trustees of the relevant class at the annual shareholders meeting in the year indicated above.
42 | DoubleLine Yield Opportunities Fund |
(Unaudited) September 30, 2022 |
Officers
The officers of the Trust who are not also Trustees of the Fund are:
Name, Address, and Year of Birth(1) |
Position with Trust | Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years | |||
Henry V. Chase, 1949 | Treasurer and Principal Financial and Accounting Officer | Indefinite/Since January 2020 | Treasurer and Principal Financial and Accounting Officer, DoubleLine Funds Trust (since January 2020); Treasurer and Principal Financial and Accounting Officer, DoubleLine Yield Opportunities Fund (since January 2020); Treasurer and Principal Financial and Accounting Officer, DoubleLine Income Solutions Fund (since January 2020); Treasurer and Principal Financial and Accounting Officer, DoubleLine Opportunistic Credit Fund (since January 2020); Chief Financial Officer, DoubleLine Capital (since January 2013); Vice President, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Income Solutions Fund (since May 2019); Vice President, DoubleLine Funds Trust (since May 2019); Vice President, DoubleLine Opportunistic Credit Fund (since May 2019). | |||
Youse Guia, 1972 | Chief Compliance Officer | Indefinite/Since March 2018 | Chief Compliance Officer, DoubleLine Yield Opportunities Fund (since November 2019); Chief Compliance Officer, DoubleLine Capital (since March 2018); Chief Compliance Officer, DoubleLine Equity LP (since March 2018); Chief Compliance Officer, DoubleLine Funds Trust (since March 2018); Chief Compliance Officer, DoubleLine Opportunistic Credit Fund (since March 2018); Chief Compliance Officer, DoubleLine Income Solutions Fund (since March 2018). Formerly, Executive Vice President and Deputy Chief Compliance Officer, Pacific Investment Management Company LLC (PIMCO) (from April 2014 to February 2018); Chief Compliance Officer, PIMCO Managed Accounts Trust (from September 2014 to February 2018); Chief Compliance Officer, PIMCO-sponsored closed-end funds (from September 2014 to February 2018); Chief Compliance Officer, PIMCO Flexible Credit Income Fund (from February 2017 to February 2018). Formerly, Head of Compliance, Allianz Global Investors U.S. Holdings LLC (from October 2012 to March 2014); Chief Compliance Officer, Allianz Funds, Allianz Multi-Strategy Trust, Allianz Global Investors Sponsored Closed-End Funds, Premier Multi-Series VIT and The Korea Fund, Inc. (from October 2004 to December 2013). | |||
Winnie Han, 1988 | Assistant Treasurer | Indefinite/Since May 2017 | Assistant Treasurer, DoubleLine Yield Opportunities Fund (since November 2019); Assistant Treasurer, DoubleLine Income Solutions Fund (since May 2017); Assistant Treasurer, DoubleLine Funds Trust (since May 2017); Assistant Treasurer, DoubleLine Opportunistic Credit Fund (since May 2017); Assistant Treasurer, DoubleLine Capital (since March 2017); Formerly, Investment Accounting Supervisor, Alexandria Real Estate Equities, Inc. (June 2016 to March 2017); Formerly, Manager, PricewaterhouseCoopers (January 2011 to June 2016). | |||
Cris Santa Ana, 1965 | Vice President and Secretary | Indefinite/Vice President Since Inception and Secretary Since July 2018 | Vice President and Secretary, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Opportunistic Credit Fund (since July 2011); Vice President, DoubleLine Funds Trust (since April 2011); Chief Risk Officer, DoubleLine Capital (since June 2010). Formerly, Chief Operating Officer, DoubleLine Capital (from December 2009 through May 2010). | |||
Earl A. Lariscy, 1966 | Vice President and Assistant Secretary | Indefinite/Vice President Since Since May 2012 and Assistant Secretary Since Inception | Vice President and Secretary, DoubleLine Yield Opportunities Fund (since November 2019); Vice President and Assistant Secretary, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Funds Trust (since May 2012); Vice President and Assistant Secretary, DoubleLine Opportunistic Credit Fund (since May 2012 and inception, respectively); General Counsel, DoubleLine Capital (since April 2010). | |||
David Kennedy, 1964 | Vice President | Indefinite/Since May 2012 | Vice President and Secretary, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Funds Trust (since May 2012); Vice President, DoubleLine Opportunistic Credit Fund (since May 2012); Manager, Trading and Settlements, DoubleLine Capital (since December 2009). |
Annual Report | | | September 30, 2022 | 43 |
Trustees and Officers (Cont.) |
Name, Address, and Year of Birth(1) |
Position with Trust | Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years | |||
Patrick A. Townzen, 1978 | Vice President | Indefinite/Since September 2012 | Vice President and Secretary, DoubleLine Yield Opportunities Fund (since September 2019); Vice President, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Funds Trust (since September 2012); Vice President, DoubleLine Opportunistic Credit Fund (since September 2012); Director of Operations, DoubleLine Capital (since March 2018). Formerly, Manager of Operations, DoubleLine Capital (from September 2012 to March 2018). | |||
Brady J. Femling, 1987 | Vice President | Indefinite/Since May 2017 | Vice President, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Income Solutions Fund (since May 2017); Vice President, DoubleLine Opportunistic Credit Fund (since May 2017); Vice President, DoubleLine Funds Trust (since May 2017); Senior Fund Accountant, DoubleLine Capital (Since April 2013). Fund Accounting Supervisor, ALPS Fund Services (From October 2009 to April 2013). | |||
Neal L. Zalvan, 1973 | Vice President | Indefinite/Vice President Since May 2017 | Vice President, DoubleLine Yield Opportunities Fund (since November 2019); Vice President, DoubleLine Opportunistic Credit Fund (since May 2017); Vice President, DoubleLine Funds Trust (since May 2016); Vice President, DoubleLine Income Solutions Fund (since May 2016); Legal/Compliance, DoubleLine Group LP (since January 2013); Formerly, Anti-Money Laundering Officer, DoubleLine Yield Opportunities Fund (from November 2019 to September 2020); Anti-Money Laundering Officer, DoubleLine Capital, DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund, DoubleLine Equity LP and DoubleLine Alternatives (from March 2016 to September 2020). | |||
Grace Walker, 1970 | Assistant Treasurer | Indefinite/Since January 2020 | Assistant Treasurer, DoubleLine Funds Trust (since January 2020); Assistant Treasurer, DoubleLine Income Solutions Fund (since January 2020); Assistant Treasurer, DoubleLine Opportunistic Credit Fund (since January 2020); Assistant Treasurer, DoubleLine Yield Opportunities Fund (since January 2020); Treasurer, DoubleLine Funds (Luxembourg) and DoubleLine Cayman Unit Trust (since March 2017). Formerly, Assistant Treasurer, DoubleLine Income Solutions Fund (from January 2013 to May 2017); Assistant Treasurer, DoubleLine Opportunistic Credit Fund (from March 2012 to May 2017); Assistant Treasurer, DoubleLine Funds Trust (from March 2012 to May 2017). | |||
Adam D. Rossetti, 1978 | Vice President | Indefinite/Since February 2019 | Vice President, DoubleLine Yield Opportunities Fund (since September 2019); Vice President, DoubleLine Funds Trust (since February 2019); Vice President, DoubleLine Income Solutions Fund (since February 2019); Vice President, DoubleLine Opportunistic Credit Fund (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 Capital (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, DoubleLine Income Solutions Fund (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Opportunistic Credit Fund (from August 2017 to March 2018); Vice President and Counsel, PIMCO (from April 2012 to April 2015). | |||
Jeffery J. Sherman, 1977 | Vice President | Indefinite/Since Inception | Deputy Chief Investment Officer, DoubleLine (since June 2016); President and Portfolio Manager, DoubleLine Alternatives LP (since April 2015 and May 2015, respectively); Vice President, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Opportunistic Credit Fund (since July 2011); Portfolio Manager, DoubleLine Capital (since September 2010); Fixed Income Asset Allocation, DoubleLine Capital (since December 2009). | |||
Dawn Oswald, 1980 | Vice President | Indefinite/Since January 2020 | Vice President, DoubleLine Funds Trust (since January 2020); Vice President, DoubleLine Yield Opportunities Fund (since January 2020); Vice President, DoubleLine Income Solutions Fund (since January 2020); Vice President, DoubleLine Opportunistic Credit Fund (since January 2020); Pricing Manager, DoubleLine Capital (since January 2018). Formerly, Operations Specialist, DoubleLine Capital (from July 2016 to January 2018). Global Securities Fixed Income Valuation Senior Analyst, Capital Group (from April 2015 to July 2016). Global Securities Fair Valuation Analyst, Capital Group (from January 2010 to April 2015). |
44 | DoubleLine Yield Opportunities Fund |
(Unaudited) September 30, 2022 |
Name, Address, and Year of Birth(1) |
Position with Trust | Term of Office and Length of Time Served |
Principal Occupation(s) During Past 5 Years | |||
Robert Herron, 1987 | Vice President | Indefinite/Since June 2020 | Vice President, DoubleLine Funds Trust (since June 2020); Vice President, DoubleLine Yield Opportunities Fund (since June 2020); Vice President, DoubleLine Income Solutions Fund (since June 2020); Vice President, DoubleLine Opportunistic Credit Fund (since June 2020). ManagerRisk Analytics, DoubleLine Capital (since January 2017); Formerly, AnalystRisk Analytics, DoubleLine Capital (from October 2011 to January 2017). | |||
Jose Sarmenta, 1975 | Anti-Money Laundering Officer | Indefinite/Since September 2020 | Anti-Money Laundering Officer, DoubleLine Funds Trust (since September 2020); Anti-Money Laundering Officer, DoubleLine Yield Opportunities Fund (since September 2020); Anti-Money Laundering Officer, DoubleLine Opportunistic Credit Fund (since September 2020); Anti-Money Laundering Officer, DoubleLine Income Solutions Fund (since September 2020); Compliance Analyst, DoubleLine Capital (since October 2019); Formerly, Compliance Manager, Anti-Money Laundering Manager for CIM Group (from November 2017 to October 2019); Governance and Risk Manager for PennyMac Financial Services Inc. (from July 2015 to November 2017). |
(1) The address of each officer is c/o DoubleLine Funds, 2002 North Tampa Street, Suite 200, Tampa, FL, 33602.
Annual Report | | | September 30, 2022 | 45 |
(Unaudited) September 30, 2022 |
The following information in this annual report is a summary of certain information about the Fund and the changes since the Funds last annual report to shareholders for the fiscal year ended September 30, 2021. This information may not reflect all of the changes that have occurred since you invested in the Fund.
Investment Objective and Strategies
There have been no material changes to the Funds investment objective or principal investment strategies since the Funds last annual report to shareholders.
The following summarizes the Funds current investment objective and principal investment strategies:
Investment Objective
To seek a high level of total return, with an emphasis on current income. The Fund cannot assure you that it will achieve its investment objective. The Funds investment objective may be changed by the Board without prior notice to or approval of the Funds shareholders.
Principal Investment Strategies
Under normal market conditions, the Fund will seek to achieve its investment objective by investing in a portfolio of investments selected for its potential to provide a high level of total return, with an emphasis on current income. The Fund may invest in debt securities and other income-producing investments of issuers anywhere in the world, including in emerging markets, and may invest in investments of any credit quality. As of September 30, 2022, the Fund invests substantially, and may thereafter continue to invest substantially, in debt instruments of below investment grade quality (including debt securities commonly referred to as high yield securities or junk bonds) and unrated instruments. The Fund may invest in securities of any or no maturity or negative duration, and there are no limits on the duration of the Funds portfolio.
The Funds investment adviser, DoubleLine Capital LP (DoubleLine or the Adviser), allocates the Funds assets among sectors of the debt market, and among investments within those sectors, in an attempt to construct a portfolio providing the potential for a high level of total return, with an emphasis on current income, consistent with what DoubleLine considers an appropriate level of risk in light of market conditions prevailing at the time. In managing the Funds investments, the Adviser uses a controlled risk approach. The techniques of this approach attempt to control the principal risk components of the fixed-income markets and include consideration of:
| the relative values and fundamentals of the different sectors of the debt market |
| the relative values of securities within a sector |
| the shape of the yield curve; and |
| fluctuations in the overall level of interest rates. |
DoubleLine selects investments over time to implement its long-term strategic investment view. It also buys and sells securities opportunistically in response to short-term market, economic, political, or other developments or otherwise as opportunities may present themselves. DoubleLine manages the Fund under an integrated risk management framework overseen by the Funds portfolio management team and DoubleLines risk management team. DoubleLine expects that the Fund will normally not invest more than 50% of its total assets in a single sector of the debt market (excluding the U.S. Government securities sector), as determined by the Adviser. Generally, the sectors of the debt market among which the Adviser expects to allocate the Funds assets principally from time to time include, among others, commercial mortgage-backed securities, agency residential mortgage-backed securities, non-agency residential mortgage-backed securities, non-mortgage-related asset-backed securities, investment grade corporate debt, high yield corporate debt, bank and other loans, international sovereign debt, emerging market debt, collateralized loan obligations (CLOs), U.S. Government securities, and municipal debt. The Fund has historically had and may continue to have significant holdings of securitized credit, such as commercial mortgage-backed securities, non-agency residential mortgage- backed securities, non-mortgage-related asset-backed securities and CLOs.
Within each sector, the Fund may invest in debt securities and other income-producing investments based on DoubleLines assessment of the potential returns and risks of particular securities and other investments within that sector. Such securities may include, by way of example, mortgage-related securities of any kind, including commercial and residential mortgage-backed securities; other asset-backed securities; below investment grade debt (including debt securities commonly referred to as high yield or junk bonds); debt securities issued by domestic or foreign (including emerging market) corporate or other issuers; obligations of foreign (including emerging market) sovereigns or their agencies or instrumentalities; supra-national obligations;
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CLOs, including commercial real estate CLOs (CRE CLOs); equity, mortgage, or hybrid real estate investment trust (REIT) securities; bank loans and assignments and other fixed and floating rate loans (including, among others, senior loans, second lien or other subordinated or unsecured loans, delayed funding loans, debtor-in-possession loans, exit facilities and revolving credit facilities); municipal securities and other debt securities issued by state or local governments and their agencies, authorities and by other government-sponsored enterprises; payment-in-kind securities; zero-coupon bonds; convertible bonds and securities; inflation-indexed bonds; structured notes and other hybrid instruments; credit-linked trust certificates; preferred securities; commercial paper; and cash and cash equivalents. The Fund may also invest without limit in securities issued or guaranteed by the U.S. Government or its agencies, instrumentalities or sponsored corporations; however, as of September 30, 2022, the Fund has invested, and may thereafter continue to invest, substantially in debt securities and other income-producing investments that involve substantially greater credit risk than those investments. The rate of interest on the debt and other income-producing investments that the Fund may purchase may be fixed, floating, or variable.
The Fund may invest in mortgage-backed securities of any kind. Mortgage-backed securities may include, among other things, securities issued or guaranteed by the U.S. Government or its agencies, instrumentalities or sponsored corporations or securities of domestic or foreign private issuers. Mortgage-backed securities may be issued or guaranteed by banks or other financial institutions, other private issuers, special-purpose vehicles established for such purpose, or government agencies or instrumentalities. Privately-issued mortgage-backed securities include any mortgage-backed security other than those issued or guaranteed as to principal or interest by the U.S. Government or its agencies, instrumentalities or sponsored corporations.
Mortgage-backed securities may include, without limitation, interests in pools of residential mortgages or commercial mortgages, and may relate to domestic or non-U.S. mortgages. Mortgage-backed securities also include, but are not limited to, securities representing interests in, collateralized or backed by, or whose values are determined in whole or in part by reference to, any number of mortgages or pools of mortgages or the payment experience of such mortgages or pools of mortgages, including Real Estate Mortgage Investment Conduits (REMICs), which could include re-securitizations of REMICs (Re-REMICs), credit default swaps, mortgage pass-through securities, mortgage servicing rights, inverse floaters, collateralized mortgage obligations (CMOs), multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities (generally interest-only and principal-only securities), credit risk transfer securities, and debt instruments collateralized or secured by other mortgage-related assets. The collateral backing mortgage-backed securities in which the Fund may invest may include, without limitation, performing, non-performing and/or re-performing loans, non-qualifying mortgage loans, and loans secured by a single asset and issued by a single borrower. The commercial mortgage-backed securities in which the Fund may invest may also include securitizations backed by a single mortgage on a single property. The Fund may invest in bonds, including unguaranteed mezzanine bonds and subordinate bonds, securitized through Freddie Macs K-Deal program, which securitizes mortgage loans backed by multi-family apartment properties.
The Fund may invest in asset-backed securities of any type, including securitizations of a wide variety of non-mortgage-related receivables, such as credit card and automobile finance receivables, student loans, consumer loans, loans issued or sponsored by online or similar retail or alternative lending platforms, installment loan contracts, home equity loans, mobile home loans, boat loans, business and small business loans, project finance loans, airplane leases, and leases of various other types of real and personal property, and other income streams, such as income from renewable energy projects and franchise rights. The loans underlying the asset-backed securities and similar obligations in which the Fund may invest may include loans that contain fewer or less restrictive constraints on the borrower than certain other types of loans (covenant-lite loans) and loans of subprime quality.
In pursuing its investment objective, the Fund may invest significantly in residential and/or commercial real estate or mortgage- related loans, consumer loans, business and small business loans, construction or project finance loans, or other types of loans, which loans may include secured and unsecured notes, senior loans, second lien loans or other types of subordinated loans, or mezzanine loans, any of which may be covenant-lite or loans of subprime quality. The Fund may make direct investments in individual loans or in pools of loans and in whole loans as well as in loan participations or assignments, itself or with other clients of the Adviser or its related parties. In addition, although, as of September 30, 2022, the Fund has no present intention to do so, the Fund may itself or in conjunction with others originate any of the foregoing types of loans. The Fund intends to hire third-party service providers to service loans the Fund originates, if any. The Fund may also be involved in, or finance, the origination of loans to corporations, other legal entities or individuals, including foreign entities and individuals.
The Fund may invest in any level of the capital structure of an issuer of mortgage- or asset-backed securities, including subordinated or residual tranches, risk retention tranches of collateralized mortgage-backed securities or other eligible securitizations, and the equity or first loss tranche (such as the E Notes of aircraft asset-backed securities). The Fund may invest in mortgage- or asset-backed securities that are designed to have leveraged investment exposure to the underlying mortgages or assets. The Fund may also gain or
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Summary of Updated Information Regarding the Fund (Cont.) |
adjust its exposure to mortgage- or asset-backed securities through derivatives, such as credit default swap or futures transactions. The Fund may also invest in credit risk transfer securities that, while not backed by mortgage loans, have credit exposure to a pool of mortgage loans acquired by the government-sponsored entity or private entity issuing the securities.
Certain mortgage- and other asset-backed securities in which the Fund may invest may represent an inverse interest-only class of security for which the holders are entitled to receive no payments of principal and are entitled only to receive interest at a rate that will vary inversely with a specified index or reference rate, or a multiple thereof. The Fund may invest in collateralized debt obligations (CDOs) (including CLOs and collateralized bond obligations (CBOs)) and other structured products sponsored or managed by, or otherwise affiliated with, the Adviser or related parties of the Adviser. Such investments may include investments in debt or equity interests issued by the CDO or structured product as well as investments purchased on the secondary market, and the Fund may invest in any tranche of the CDO or structured product, including an equity tranche.
The Fund may invest in debt instruments of any credit quality and may invest without limit in debt securities that are at the time of investment rated below investment grade or unrated securities judged by DoubleLine to be of comparable quality. Notwithstanding the foregoing, the Fund will not acquire any corporate bond, CLO, corporate loan, or sovereign and quasi sovereign obligation that is rated at the time of investment Caa1 or below by Moodys Investors Service, Inc. (Moodys) and CCC+ or below by S&P Global Ratings (S&P) or Fitch, Inc. (Fitch) or any such securities that are unrated if it would cause the Fund to have more than 20% of its total managed assets invested in such investments. The 20% limitation does not apply to rated or unrated mortgage- and asset-backed securities of any kind (e.g. commercial mortgage-backed securities and residential mortgage-backed securities) or loans or other obligations secured, collateralized or supported by real estate or real estate related assets of any kind (e.g., mortgages). In the case of split ratings, DoubleLine will categorize the security according to the highest rating assigned. In addition, the Fund will not purchase securities that are in default as to the repayment of principal and/or interest at the time of acquisition by the Fund.
The Fund will normally invest at least 25% of its total assets in issuers involved in one or more real estate-related industries. Investments in issuers involved in real estate-related industries include, without limitation, investments in mortgage-related obligations issued or guaranteed by government agencies or other government entities or by private originators or issuers; instruments of any kind that are backed by or that provide exposure to one or more real estate-related mortgages; interests in issuers that deal in, hold, or invest in mortgages, real estate, or other real estate-related assets; real estate investment trusts of any kind; instruments whose performance is based on or relates to payments made on real estate mortgages or other real estate- related obligations; instruments secured by any interest in real estate; and other investments that the Adviser determines provide exposure to real estate or one or more of the foregoing.
The Fund may invest without limit in securities of foreign issuers and may invest up to 30% of its total managed assets in securities of issuers domiciled or organized in emerging market countries. For these purposes, an emerging market country is a country that, at the time the Fund invests in the related fixed income instruments, is classified as an emerging or developing economy by any supranational organization such as the World Bank or the United Nations, or related entities, or is considered an emerging market country for purposes of constructing a major emerging market securities index. The Fund may take positions in various foreign (non-U.S.) currencies, including by actual holdings of those currencies and through forward, futures, swap, and option contracts with respect to foreign currencies, for hedging, or as a substitute for actual purchases or sales of the currencies in question; the Fund may also invest without limit in investments denominated in currencies other than the U.S. dollar, including the local currencies of emerging markets. The Fund may (but is not required to) attempt to hedge some of its exposure to foreign currencies in order to reduce the risk of loss due to fluctuations in currency exchange rates relative to the U.S. dollar.
The Adviser monitors the duration of the Funds portfolio securities to seek to assess and, in its discretion, adjust the Funds exposure to interest rate risk. However, the Fund may invest in securities of any or no maturity or negative duration, and there are no limits on the duration of the Funds portfolio. The Adviser retains broad discretion to modify the Funds duration within a wide range, including the discretion to construct a portfolio of investments for the Fund with a negative duration. Duration is a measure of the expected life of a fixed income instrument that is used to determine the sensitivity of a securitys price to changes in interest rates. The Adviser may seek to manage the dollar-weighted average effective duration of the Funds portfolio through the use of derivatives and other instruments (including, among others, Treasury futures and other futures contracts, inverse floaters, interest rate swaps, total return swaps, and options, including options on swap agreements (swaptions)). The Fund may incur costs in implementing duration management strategies, and there can be no assurance that the Fund will engage in duration management strategies or that any duration management strategy employed by the Fund will be successful.
The Fund may invest in common stocks and other equity securities from time to time, including, among others, those it has received through the conversion of a convertible security held by the Fund or in connection with the restructuring of a debt security. The Fund may invest in securities that have not been registered for public sale, including securities eligible for purchase
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and sale pursuant to Rule 144A or Regulation S under the Securities Act of 1933, as amended, and other securities issued in private placements. The Fund also may invest without limit in securities of other open- or closed-end investment companies, including exchange-traded funds (ETFs) and investment companies sponsored or managed by the Adviser or its related parties. The Fund may invest in securities of companies with small and medium market capitalizations.
Portfolio securities may be sold at any time. Sales may occur when the Adviser determines to take advantage of what it considers to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities, when there is perceived deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers sell target. The Fund will not invest in securities in default at time of purchase, however, the Fund is not required to sell any securities that default after acquisition.
The Fund may invest indirectly by investing in derivatives or through wholly-owned and controlled subsidiaries (each, a Subsidiary). The Fund may be exposed to the different types of investments described herein through its investments in a Subsidiary. The allocation of the Funds assets to a Subsidiary will vary from time to time and the Funds portfolio may include some or all of the investments described herein.
Non-Diversification. The Fund is a non-diversified investment company, and so may invest a greater percentage of its assets in the securities of a single issuer than investment companies that are diversified.
Note Regarding Investment Limitations
Where the foregoing states that the Fund or the Adviser will not, or does not intend to, make investments in excess of a stated percentage of the Funds total assets, total assets includes amounts of leverage obtained through borrowings, any preferred shares that may be outstanding, the use of reverse repurchase agreements, or dollar roll transactions. With respect to any reverse repurchase agreement or dollar roll transaction, total assets includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the asset subject to the reverse repurchase agreement or dollar roll transaction, as of the relevant measuring date. Except as otherwise noted, all percentage limitations apply only at the time of investment.
Derivatives
The Fund may use various derivatives strategies for hedging purposes or to gain, or reduce, long or short exposure to one or more asset classes, issuers, currencies or reference assets, or to manage the dollar-weighted average effective duration of the Funds portfolio. The Fund also may enter into derivatives transactions with the purpose or effect of creating investment leverage. The Fund reserves the right to invest in derivatives of any kind and for any investment purpose, including, for example, the following: futures contracts and options on futures contracts, in order to gain efficient long or short investment exposures as an alternative to cash investments or to hedge against portfolio exposures; interest rate swaps, in order to gain indirect long or short exposures to interest rates, issuers, or currencies or to hedge against portfolio exposures; and total return swaps and credit derivatives, put and call options, and exchange-traded and structured notes, in order to take indirect long or short positions on indexes, securities, currencies, commodities or other indicators of value or to hedge against portfolio exposures. The Fund may, for hedging purposes or as a substitute for direct long or short investments in debt securities, make use of credit default swaps. The Fund may engage in short sales, either to earn additional return or to hedge existing investments.
Leverage
As of September 30, 2022, the Fund uses leverage through borrowings. The Fund may seek to use leverage through a variety of measures, including the issuance of preferred shares or a combination of borrowings and the issuance of preferred shares. The Fund may also use reverse repurchase agreements and dollar roll transactions.
The Fund also may enter into transactions other than borrowings, the issuance of preferred shares, reverse repurchase agreements and dollar roll transactions that may give rise to a form of leverage or that have leverage embedded in them including, among others, transactions involving credit default swap contracts and/or other transactions. Other such transactions include loans of portfolio securities, transactions involving derivative instruments, short sales and when-issued, delayed delivery, and forward commitment transactions.
Under normal market conditions, the Fund will not (i) issue preferred shares, (ii) borrow money through loans or draw on lines of credit from banks or other credit facilities, (iii) enter into reverse repurchase agreements or dollar roll transactions, or (iv) write credit default swaps with the intention on the part of the Adviser to create investment leverage, if as a result the amount of investment leverage the Adviser determines to be attributable to the activities listed in (i) through (iv) above in the aggregate would exceed 50% of the Funds total assets (including, for purposes of the 50% limit, the amounts of leverage obtained through
Annual Report | | | September 30, 2022 | 49 |
Summary of Updated Information Regarding the Fund (Cont.) |
such activities) (the 50% leverage policy). Written credit default swaps entered into by the Fund to hedge, manage or reduce risk or to equitize a cash position (i.e., obtain investment exposure in an amount equal to or less than the Funds position in cash, cash equivalents, high-quality short-term debt instruments and other similar investments) will not be considered to have been made for the purpose of creating investment leverage and therefore will not be subject to the 50% leverage policy; the Adviser generally will determine whether an investment has the effect of creating investment leverage by evaluating the effect of the investment on the exposure and risk profile of the Fund as a whole. It is possible that following the incurrence of any amount of investment leverage, the value of the assets of the Fund will decline due to market conditions or other factors and that the 50% leverage limit will as a result be exceeded.
Any line of credit, borrowings or other form of leverage used by the Fund is subject to renewal periodically, and there can be no assurance that the form of leverage will be renewed in the future.
The Fund will use leverage opportunistically and may choose to increase, decrease, or eliminate its use of leverage over time and from time to time based on DoubleLines assessment of the yield curve environment, interest rate trends, market conditions, and other factors.
The Fund may make secured loans of its portfolio securities, on either a short-term or long-term basis, amounting to not more than 331⁄3% of its total assets.
Effects of Leverage
U.S. Bank National Association has made available to the Fund a $350,000,000 committed credit facility. As of September 30, 2022, the amount of total outstanding borrowings was $225,000,000. Interest charged is at the rate of one-month daily 2-Day lag Secured Overnight Financing Rate (SOFR) plus 0.10% plus 1.10%, subject to certain conditions that may cause the rate of interest to increase. This rate represents a floating rate of interest that may change over time. The Fund will also be responsible for paying a non-usage fee of 0.125% on the unused amount, should the unused amount be $75,000,000 or less. Should the unused amount be more than $75,000,000, the non-usage fee increases to 0.25% on the unused amount. The credit facility will terminate by the earlier of February 27, 2023 or the date the committed amount is reduced to $0.
Assuming the Fund uses leverage in the form of borrowings representing 23.56% of the Funds total managed assets (including the amounts of leverage obtained through such borrowings), which reflects approximately the percentage of the Funds total assets attributable to such borrowings as of September 30, 2022, at an annual effective interest expense of 4.37% payable by the Fund on such borrowings (based on market interest rates as of September 30, 2022), the annual return that the Funds portfolio must experience in order to cover such costs of the borrowings would be 1.03%.
The information below is designed to illustrate the effects of leverage through the use certain of senior securities under the 1940 Act and does not reflect the Funds use of certain other forms of economic leverage achieved through the use of other instruments or transactions, such as reverse repurchase agreements, dollar roll transactions, credit default swaps, total return swaps or other derivative instruments. These figures are merely estimates based on current market conditions, used for illustration purposes only.
These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Fund. Your actual returns may be greater or less than those appearing below. In addition, actual expenses associated with borrowings or other forms of leverage, if any, used by the Fund may vary frequently and may be significantly higher or lower than the rate used for the example below.
Assumed Portfolio Total Return |
(10.00 | )% | (5.00 | )% | 0.00 | % | 5.00% | 10.00% | ||||||||||||||||||||||
Common Share Total Return |
(14.43 | )% | (7.89 | )% | (1.35 | )% | 5.19% | 11.73% |
Common Shares total return is composed of two elementsthe distributions paid by the Fund to holders of Common Shares (the amount of which is largely determined by the net investment income of the Fund after paying interest expenses on the Funds leveraging transactions as described above and other Fund expenses) and gains or losses on the value of the securities and other instruments the Fund owns. As required by SEC rules, the table assumes that the Fund is more likely to suffer capital losses than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the income it receives on its investments is entirely offset by Fund expenses and losses in the value of those investments.
The Funds willingness to use leverage, and the extent to which leverage is used at any time, will depend on many factors, including, among other things, DoubleLines assessment of the yield curve environment, interest rate trends, market conditions and other factors.
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Principal Risk Factors
Investing in the Fund involves risks, including the risk that you may receive little or no return on your investment or that you may lose part or even all of your investment. The section below does not describe all risks associated with an investment in the Fund. Additional risks and uncertainties also may adversely affect and impair the Fund.
Limited Prior History
The Fund commenced investment operations on February 26, 2020. It has a limited history of operations and is subject to all of the business risks and uncertainties associated with any new business.
Market Discount Risk
As with any stock, the price of the Funds common shares of beneficial interest (the Common Shares) will fluctuate with market conditions and other factors. If you sell your Common Shares, the price received may be more or less than your original investment. The Common Shares are designed for long-term investors and should not be treated as trading vehicles. Shares of closed-end management investment companies frequently trade at a discount from their NAV. The Fund cannot assure you that Common Shares will trade at a price equal to or higher than NAV in the future, and they may trade at a price lower than NAV. In addition to the Funds NAV, the Funds market price may be affected by factors related to the Fund such as dividend payments (which will in turn be affected by Fund expenses, including the costs of the Funds leverage, amounts of interest payments made by the Funds portfolio holdings, appreciation/depreciation of the Funds portfolio holdings, regulations affecting the timing and character of Fund distributions, and other factors), portfolio credit quality, liquidity, call protection, market supply and demand and similar factors relating to the Funds portfolio holdings. The Funds market price may also be affected by general market or economic conditions, including market trends affecting securities values generally or values of closed-end fund shares more specifically.
Limited Term and Tender Offer Risk
In accordance with the Funds Agreement and Declaration of Trust (the Declaration of Trust), the Fund intends to terminate as of the first business day following the twelfth anniversary of the effective date of the Funds initial registration statement, February 25, 2032 (the Dissolution Date); provided that the Board may, by a vote of a majority of the Board and seventy-five percent (75%) of the Continuing Trustees, as defined below (a Board Action Vote), without shareholder approval, extend the Dissolution Date (i) once for up to one year and (ii) once for up to an additional six months, to a date up to and including the eighteenth month after the initial Dissolution Date, which later date shall then become the Dissolution Date. At the Dissolution Date, each holder of common shares of beneficial interest (Common Shareholder) would be paid a pro rata portion of the Funds net assets as determined as of the Dissolution Date. Continuing Trustees are the members of the Board who either (i) have been a member of the Board for a period of at least thirty-six months (or since the commencement of the Funds operations, if less than thirty-six months) or (ii) were nominated to serve as a member of the Board by a majority of the Continuing Trustees then members of the Board.
The Board may, by a Board Action Vote, cause the Fund to conduct a tender offer, as of a date within twelve months preceding the Dissolution Date (as may be extended as described above), to all Common Shareholders to purchase 100% of the then outstanding Common Shares of the Fund at a price equal to the NAV per Common Share on the expiration date of the tender offer (the Eligible Tender Offer). In an Eligible Tender Offer, the Fund will offer to purchase all Common Shares held by each Common Shareholder; provided that if the number of properly tendered Common Shares would result in the Fund having aggregate net assets below $200 million (the Dissolution Threshold), the Eligible Tender Offer will be canceled, no Common Shares will be repurchased pursuant to the Eligible Tender Offer, and the Fund will terminate as otherwise scheduled. If an Eligible Tender Offer is conducted and the number of properly tendered Common Shares would result in the Fund having aggregate net assets greater than or equal to the Dissolution Threshold, all Common Shares properly tendered and not withdrawn will be purchased by the Fund pursuant to the terms of the Eligible Tender Offer. Following the completion of an Eligible Tender Offer, the Board may, by a Board Action Vote, eliminate the Dissolution Date and scheduled termination of the Fund without shareholder approval and the Fund would continue to operate indefinitely thereafter. The Board may, to the extent it deems appropriate and without shareholder approval, adopt a plan of liquidation at any time preceding the anticipated Dissolution Date, which plan of liquidation may set forth the terms and conditions for implementing the termination of the existence of the Fund, including the commencement of the winding down of its investment operations and the making of one or more liquidating distributions to Common Shareholders prior to the Dissolution Date.
Because the assets of the Fund will be liquidated in connection with the dissolution, the Fund will incur transaction costs in connection with dispositions of portfolio securities. The Fund is not a so called target date or life cycle fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a target term fund and thus does not seek to return the Funds initial public offering price per Common Share upon
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Summary of Updated Information Regarding the Fund (Cont.) |
termination of the Fund or in a tender offer. The Fund does not limit its investments to securities having a maturity date prior to the Dissolution Date and may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money. In particular, the Funds portfolio may still have large exposures to illiquid securities as the Dissolution Date approaches, and losses due to portfolio liquidation may be significant.
Beginning one year before the Dissolution Date (the Wind-Down Period), the Fund may begin liquidating all or a portion of the Funds portfolio, and the Fund may deviate from its investment strategy and may not achieve its investment objective. As a result, during the Wind-Down Period, the Funds distributions may decrease, and such distributions may include a return of capital. It is expected that Common Shareholders will receive cash in any liquidating distribution from the Fund, regardless of their participation in the Funds automatic dividend reinvestment plan. However, if on the Dissolution Date the Fund owns securities or other investments for which no market exists or securities or other investments that are trading at depressed prices, such securities or other investments may be placed in a liquidating trust. The Fund cannot predict the amount, if any, of securities or other investments that will be required to be placed in a liquidating trust. The disposition of portfolio investments by the Fund could also cause market prices of such instruments, and hence the NAV and market price of the Common Shares, to decline.
Moreover, in conducting such portfolio transactions, the Fund may need to deviate from its investment policies and may not achieve its investment objective. The Funds portfolio composition may change as its portfolio holdings mature or are called or sold in anticipation of an Eligible Tender Offer or the Dissolution Date. During such period(s), it is possible that the Fund will hold a greater percentage of its total assets in shorter term and lower yielding securities and cash and cash equivalents than it would otherwise, which may impede the Funds ability to achieve its investment objective and adversely impact the Funds performance and distributions to Common Shareholders, which may in turn adversely impact the market value of the Common Shares. In addition, the Fund may be required to reduce its leverage, which could also adversely impact its performance. The additional cash or cash equivalents held by the Fund could be obtained through reducing the Funds distributions to Common Shareholders and/or holding cash in lieu of reinvesting, which could limit the ability of the Fund to participate in new investment opportunities. The Fund does not limit its investments to securities having a maturity date prior to or around the Dissolution Date, which may exacerbate the foregoing risks and considerations. A Common Shareholder may be subject to the foregoing risks over an extended period of time, particularly if the Fund conducts an Eligible Tender Offer and is also subsequently terminated by or around the Dissolution Date.
If the Fund conducts an Eligible Tender Offer, the Fund anticipates that funds to pay the aggregate purchase price of shares accepted for purchase pursuant to the tender offer will be first derived from any cash on hand and then from the proceeds from the sale of portfolio investments held by the Fund. In addition, the Fund may be required to dispose of portfolio investments in connection with any reduction in the Funds outstanding leverage necessary in order to maintain the Funds desired leverage ratios following a tender offer. The risks related to the disposition of securities in connection with the Funds dissolution also would be present in connection with the disposition of securities in connection with an Eligible Tender Offer. It is likely that during the pendency of a tender offer, and possibly for a time thereafter, the Fund will hold a greater than normal percentage of its total assets in cash and cash equivalents, which may impede the Funds ability to achieve its investment objective and decrease returns to shareholders. The tax effect of any such dispositions of portfolio investments will depend on the difference between the price at which the investments are sold and the tax basis of the Fund in the investments. Any capital gains recognized on such dispositions, as reduced by any capital losses the Fund realizes in the year of such dispositions and by any available capital loss carryforwards, will be distributed to shareholders as capital gain dividends (to the extent of net long-term capital gains over net short-term capital losses) or ordinary dividends (to the extent of net short-term capital gains over net long-term capital losses) during or with respect to such year, and such distributions will generally be taxable to Common Shareholders. If the Funds tax basis for the investments sold is less than the sale proceeds, the Fund will recognize capital gains, which the Fund will be required to distribute to Common Shareholders. In addition, the Funds purchase of tendered Common Shares pursuant to a tender offer will have tax consequences for tendering Common Shareholders and may have tax consequences for non-tendering Common Shareholders.
The purchase of Common Shares by the Fund pursuant to a tender offer will have the effect of increasing the proportionate interest in the Fund of non-tendering Common Shareholders. All Common Shareholders remaining after a tender offer may be subject to proportionately higher expenses due to the reduction in the Funds total assets resulting from payment for the tendered Common Shares. Such reduction in the Funds total assets may result in less investment flexibility, reduced diversification and greater volatility for the Fund, and may have an adverse effect on the Funds investment performance. Such reduction in the Funds total assets may also cause Common Shares to become thinly traded or otherwise negatively impact secondary trading of Common Shares. A reduction in net assets, and the corresponding increase in the Funds expense ratio, could result in lower returns and put the Fund at a disadvantage relative to its peers and potentially cause the Funds Common Shares to trade at a wider discount to NAV than it otherwise would. Furthermore, the portfolio of the Fund following an Eligible Tender Offer could be significantly
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different and, therefore, Common Shareholders retaining an investment in the Fund could be subject to greater risk. For example, the Fund may be required to sell its more liquid, higher quality portfolio investments to purchase Common Shares that are tendered in an Eligible Tender Offer, which would leave a less liquid, lower quality portfolio for remaining shareholders. The prospects of an Eligible Tender Offer may attract arbitrageurs who would purchase the Common Shares prior to the tender offer for the sole purpose of tendering those shares which could have the effect of exacerbating the risks described herein for shareholders retaining an investment in the Fund following an Eligible Tender Offer.
The Fund is not required to conduct an Eligible Tender Offer. If the Fund conducts an Eligible Tender Offer, there can be no assurance that the number of tendered Common Shares would not result in the Fund having aggregate net assets below the Dissolution Threshold, in which case the Eligible Tender Offer will be canceled, no Common Shares will be repurchased pursuant to the Eligible Tender Offer and the Fund will dissolve on the Dissolution Date (subject to possible extensions). The Adviser has a conflict of interest in recommending to the Board that the Dissolution Date be eliminated and the Fund have a perpetual existence, because the Adviser would continue to earn fees for managing the Fund. The Fund is not required to conduct additional tender offers following an Eligible Tender Offer and conversion to perpetual existence. Therefore, remaining Common Shareholders may not have another opportunity to participate in a tender offer.
Leverage Risk
The Funds use of leverage (as described under Leverage in the Funds Investment Objective and Strategies above) creates the opportunity for increased net income and capital appreciation, but also creates special risks for Common Shareholders. There is no assurance that the Funds leveraging strategies will be successful. Leverage is a speculative technique that exposes the Fund to greater risk and increased costs. The interest expense payable by the Fund with respect to its reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings and/or dividends payable with respect to any outstanding preferred shares may be based on shorter-term interest rates that periodically reset. So long as the Funds portfolio investments provide a higher rate of return (net of applicable Fund expenses) than the interest expenses, dividend expenses and other costs to the Fund of such leverage, the investment of the proceeds thereof should generate more income than will be needed to pay the costs of the leverage. If so, and all other things being equal, the excess would be used to pay higher dividends to Common Shareholders than if the Fund were not so leveraged. If, however, interest rates rise relative to the rate of return on the Funds portfolio, the interest and other costs to the Fund of leverage, including interest expenses on borrowings, the dividend rate on any outstanding preferred shares and/or the cost of the use of reverse repurchase agreements and dollar rolls or similar transactions, could exceed the rate of return on the debt obligations and other investments held by the Fund, thereby reducing the return to Common Shareholders.
When leverage is used, the NAV and market price of the Common Shares and the investment return to Common Shareholders will likely be more volatile. There can be no assurance that the Funds use of leverage will result in a higher investment return on the Common Shares, and it may result in losses. In addition, fees and expenses of any form of leverage used by the Fund will be borne entirely by the Common Shareholders and not by preferred shareholders, if any, and will reduce the investment return of the Common Shares. In addition, any preferred shares issued by the Fund may pay cumulative dividends, which may tend to increase leverage risk.
Leverage creates several major types of risks for Common Shareholders, including:
| the likelihood of greater volatility of NAV and market price of Common Shares, and of the investment return to Common Shareholders, than a comparable portfolio without leverage; |
| the possibility either that Common Share dividends will fall if the interest and other costs of leverage rise, or that dividends paid on Common Shares will fluctuate because such costs vary over time; |
| the effects of leverage in a declining market or a rising interest rate environment, as leverage is likely to cause a greater decline in the NAV of the Common Shares than if the Fund were not leveraged and may result in a greater decline in the market value of the Common Shares; and |
| the Funds creditors, counterparties to the Funds leveraging transactions and any preferred shareholders of the Fund will have priority of payment over the Funds Common Shareholders. |
The use by the Fund of reverse repurchase agreements and dollar roll transactions or similar transactions to obtain leverage also involves special risks. For instance, the market value of the securities that the Fund is obligated to repurchase under a reverse repurchase agreement may decline below the repurchase price and the securities may not be returned to the Fund.
In addition to borrowings, an issuance of preferred shares, reverse repurchase agreements and/or dollar roll transactions or similar transactions, the Funds use of other transactions that may give rise to a form of leverage (including, among others, credit default
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swap contracts and other transactions, loans of portfolio securities, transactions involving derivative instruments, short sales, and when issued, delayed delivery, and forward commitment transactions) gives rise to the associated leverage risks described above, and may adversely affect the Funds income, distributions, and total returns to Common Shareholders. The Fund also may seek to offset derivatives positions against one another or against other assets in an attempt to manage effective market exposure resulting from derivatives in its portfolio. To the extent that any positions do not behave in relation to one another as expected by the Adviser, the Fund may perform as if it is leveraged through use of these derivative strategies.
Counterparties to the Funds other leveraging transactions (e.g., total return swaps, reverse repurchases, loans of portfolio securities, short sales and when-issued, delayed delivery and forward commitment transactions, credit default swaps, basis swaps and other swap agreements, futures and forward contracts, call and put options or other derivatives), if any, would have seniority over the Funds Common Shares.
Regulations or guidance issued by applicable regulators including the SEC or the Commodity Futures Trading Commission (the CFTC) or their staffs could, among other things, restrict the Funds ability to engage in leveraging and derivatives transactions (for example, by making certain types of derivatives transactions no longer available to the Fund) and/or increase the costs of such leveraging and derivatives transactions (for example, by increasing margin or capital requirements), and the Fund may be unable to execute its investment strategy as a result.
The Funds ability to utilize leverage, invest in accordance with its principal investment strategies, and make distributions to Common Shareholders may also be limited by asset coverage requirements applicable to the use of certain transactions that may involve leverage, restrictions imposed by the Funds creditors, and guidelines or restrictions imposed by rating agencies that provide ratings for preferred shares or in connection with liquidity arrangements for preferred shares.
Because the fees received by the Adviser are based on the total managed assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, and preferred shares that may be outstanding) minus accrued liabilities (other than liabilities in respect of reverse repurchase agreements, dollar roll transactions or similar transactions, and borrowings), the Adviser has a financial incentive to cause the Fund to use leverage, which creates a conflict of interest between the Adviser, on the one hand, and the Common Shareholders, on the other hand.
Liquidity Risk
Liquidity risk is the risk that the Fund may invest in securities that trade in lower volumes and may be less liquid than other investments or that the Funds investments may become less liquid in response to market developments or adverse investor perceptions. Illiquidity may be the result of, for example, low trading volumes, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing positions. When there is no willing buyer and investments cannot be readily sold or closed out, the Fund may have to sell an investment at a substantially lower price than the price at which the Fund last valued the investment for purposes of calculating its NAV or may not be able to sell the investments at all, each of which would have a negative effect on the Funds performance and may cause the Fund to hold an investment longer than the Adviser would otherwise determine. In addition, if the Fund sells investments with extended settlement times (e.g., certain kinds of loans), the settlement proceeds from the sales will not be available to the Fund for a substantial period of time. The Fund may be forced to sell other investment positions with shorter settlement cycles when the Fund would not otherwise have done so, which may adversely affect the Funds performance. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions (e.g., if interest rates rise or fall significantly, if there is significant inflation or deflation, increased selling of debt securities generally across other funds, pools and accounts, changes in investor perception, or changes in government intervention in the financial markets) independent of any specific adverse changes in the conditions of a particular issuer. In such cases, shares of the Fund, due to the difficulty in purchasing and selling such securities or instruments, may decline in value or the Fund may be unable to achieve its desired level of exposure to a certain issuer or sector. During periods of substantial market disruption, a large portion of the Funds assets could potentially experience significant levels of illiquidity. The values of illiquid investments are often more volatile and may be more difficult to fair value than those of more liquid comparable investments.
Portfolio Management Risk
Portfolio management risk is the risk that an investment strategy may fail to produce the intended results. There can be no assurance that the Fund will achieve its investment objective. The Advisers judgments about the attractiveness, value and potential appreciation of particular asset classes, sectors, securities, or other investments may prove to be incorrect and may not anticipate actual market movements or the impact of economic conditions generally. No matter how well a portfolio manager evaluates market conditions, the investments a portfolio manager chooses may fail to produce the intended result, and you could lose money on your investment in the Fund.
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Valuation Risk
Valuation risk is the risk that the Fund will not value its investments in a manner that accurately reflects their market values or that the Fund will not be able to sell any investment at a price equal to the valuation ascribed to that investment for purposes of calculating the Funds NAV. The valuation of the Funds investments involves subjective judgment and some valuations may involve assumptions, projections, opinions, discount rates, estimated data points and other uncertain or subjective amounts, all of which may prove inaccurate. In addition, the valuation of certain investments held by the Fund may involve the significant use of unobservable and non-market inputs. Certain securities in which the Fund may invest may be more difficult to value accurately, especially during periods of market disruptions or extreme market volatility. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset.
Investment and Market Risk
An investment in Common Shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in Common Shares represents an indirect investment in the securities and other instruments owned by the Fund. The market price of securities and other instruments may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due to factors affecting markets generally, particular industries represented in those markets, or the issuer itself. The values of securities may decline due to general market conditions that are not specifically related to a particular issuer, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Equity securities generally have greater price volatility than bonds and other debt securities. Common Shares are subject to the risk that markets will perform poorly or that the returns from the securities in which the Fund invests will underperform returns from the general securities markets or other types of investments. Markets may, in response to governmental actions or intervention, political, economic or market developments, or other external factors, experience periods of high volatility and reduced liquidity. Certain securities may be difficult to value during such periods. The value of securities and other instruments traded in over-the-counter markets, like other market investments, may move up or down, sometimes rapidly and unpredictably. Further, the value of securities and other instruments held by the Fund may decline in value due to factors affecting securities markets generally or particular industries. These risks may be heightened for fixed income securities due to the current historically low interest rate environment.
Issuer Non-Diversification Risk
As a non-diversified fund, the Fund may invest its assets in a smaller number of issuers than may a diversified fund. Accordingly, the Fund may be more susceptible to any single economic, political, or regulatory occurrence than a diversified fund investing in a broader range of issuers. A decline in the market value of one of the Funds investments may affect the Funds value more than if the Fund were a diversified fund. Some of the issuers in which the Fund invests also may present substantial credit or other risks.
The Fund will be subject to similar risks to the extent that it enters into derivatives transactions with a limited number of counterparties.
Credit Risk
Credit risk is the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. If an investments issuer or counterparty fails to pay interest or otherwise fails to meet its obligations to the Fund, the Funds income might be reduced and the value of the investment might fall or be lost entirely. Financial strength and solvency of an issuer are the primary factors influencing credit risk. Changes in the financial condition of an issuer or counterparty, changes in specific economic, social or political conditions that affect a particular type of security, other instrument or an issuer, and changes in economic, social or political conditions generally can increase the risk of default by an issuer or counterparty, which can affect a securitys or other instruments credit quality or value and an issuers or counterpartys ability to pay interest and principal when due. The values of lower-quality debt securities (including debt securities commonly referred to as high yield securities and junk bonds) and floating rate loans, tend to be particularly sensitive to these changes. The values of securities also may decline for a number of other reasons that relate directly to the issuer, such as management performance, financial leverage and reduced demand for the issuers goods and services, as well as the historical and prospective earnings of the issuer and the value of its assets. Credit risk is heightened to the extent the Fund has fewer counterparties.
In addition, lack of or inadequacy of collateral or credit enhancements for a fixed income security may affect its credit risk. Credit risk of a security may change over time, and securities which are rated by rating agencies may be subject to downgrade, which may have an indirect impact on the market price of securities. Ratings are only opinions of the agencies issuing them as to the likelihood of re-payment. They are not guarantees as to quality and they do not reflect market risk.
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During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to debt securities and other obligations of all kinds. The effects of the COVID-19 virus, and governmental responses to the effects of the virus, may result in increased delinquencies and losses in respect of all investments held by the Fund, and have other, potentially unanticipated, adverse effects on such investments and the markets for those investments.
Interest Rate Risk
Interest rate risk is the risk that debt instruments will change in value because of changes in interest rates. The value of an instrument with a longer duration (whether positive or negative) will be more sensitive to changes in interest rates than a similar instrument with a shorter duration. Bonds and other debt instruments typically have a positive duration. The value of a debt instrument with positive duration will generally decline if interest rates increase. Certain other investments, such as inverse floaters and certain derivative instruments, may have a negative duration. The value of instruments with a negative duration will generally decline if interest rates decrease. Inverse floaters, interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. The prices of long-term debt obligations generally fluctuate more than prices of short-term debt obligations as interest rates change. Because the Funds weighted average effective duration generally will fluctuate as interest rates change, the Common Share NAV and market price per share may tend to fluctuate more in response to changes in market interest rates than if the Fund invested mainly in short-term debt securities. During periods of rising interest rates, the average life of certain types of securities may extend due to lower than expected rates of pre-payments, which could cause the securities durations to extend and expose the securities to more price volatility. This may lock in a below market yield, increase the securitys duration and reduce the securities value. In addition to directly affecting debt securities, rising interest rates also may have an adverse effect on the value of any equity securities held by the Fund. The Funds use of leverage will tend to increase Common Share interest rate risk. DoubleLine may use certain strategies, including investments in structured notes or interest rate futures contracts or swap, cap, floor or collar transactions, for the purpose of reducing the interest rate sensitivity of the Funds portfolio, although there is no assurance that it will do so or that such strategies will be successful. Recently, there have been inflationary price movements, which have caused the fixed income securities markets to experience heightened levels of interest rate volatility and liquidity risk. The risks associated with rising interest rates may be particularly acute in the current market environment because the Federal Reserve Board recently raised rates and may continue to do so.
Yield curve risk is the risk associated with either a flattening or steepening of the yield curve. The yield curve is a representation of market interest rates of obligations with durations of different lengths. When the yield curve is steep, longer-term obligations bear higher rates of interest than similar shorter-term obligations; when the curve flattens, the difference between those interest rates is reduced. If the yield curve is inverted, longer term obligations bear lower interest rates than shorter term obligations. If the Funds portfolio is structured to perform favorably in a particular interest rate environment, a change in the yield curve could result in losses to the Fund.
Variable and floating rate debt securities are generally less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value at all or to the same extent as fixed rate instruments when interest rates decline. Inverse floating rate debt securities may decrease in value if interest rates increase.
Inverse floating rate debt securities also may exhibit greater price volatility than a fixed rate debt obligation with similar credit quality. When the Fund holds variable or floating rate securities, a decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities and the NAV of the Common Shares.
Debt Securities Risk
In addition to certain of the other risks described herein such as interest rate risk and credit risk, debt securities generally also are subject to the following risks:
| Redemption RiskDebt securities sometimes contain provisions that allow for redemption in the event of tax or security law changes in addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. |
| Extension RiskThis is the risk that if interest rates rise, repayments of principal on certain debt securities, including, but not limited to, floating rate loans and mortgage-related securities, may occur at a slower rate than expected and the expected maturity of those securities could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply. |
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| Liquidity RiskCertain debt securities may be substantially less liquid than many other securities, such as U.S. Government securities or common shares or other equity securities. |
| Spread RiskWider credit spreads and decreasing market values typically represent a deterioration of the debt securitys credit soundness and a perceived greater likelihood or risk of default by the issuer. |
| Limited Voting RightsDebt securities typically do not provide any voting rights, except in some cases when interest payments have not been made and the issuer is in default. Even in such cases, such rights may be limited to the terms of the debenture or other agreements. |
| Prepayment/Reinvestment RiskMany types of debt securities, including floating rate loans, mortgage-backed securities and asset-backed securities, may reflect an interest in periodic payments made by borrowers. Although debt securities and other obligations typically mature after a specified period of time, borrowers may pay them off sooner. When a prepayment happens, all or a portion of the obligation will be prepaid. A borrower is more likely to prepay an obligation which bears a relatively high rate of interest. This means that in times of declining interest rates, there is a greater likelihood that the Funds higher yielding securities will be pre-paid and the Fund will probably be unable to reinvest those proceeds in an investment with as great a yield, causing the Funds yield to decline. Securities subject to prepayment risk generally offer less potential for gains when prevailing interest rates fall. If the Fund buys those investments at a premium, accelerated prepayments on those investments could cause the Fund to lose a portion of its principal investment and result in lower yields to shareholders. The increased likelihood of prepayment when interest rates decline also limits market price appreciation, especially with respect to certain loans, mortgage-backed securities and asset-backed securities. The effect of prepayments on the price of a security may be difficult to predict and may increase the securitys price volatility. Interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. Income from the Funds portfolio may decline when the Fund invests the proceeds from investment income, sales of portfolio securities or matured, traded or called debt obligations. A decline in income received by the Fund from its investments is likely to have a negative effect on the dividend levels and market price, NAV and/or overall return of the Common Shares. |
The Funds investments in debt securities may include, but are not limited to, senior, junior, secured and unsecured bonds, notes and other debt securities, and may be fixed rate, floating rate, zero coupon and inflation linked, among other things. The Fund may invest in convertible bonds, which are fixed income securities that are exercisable into other debt or equity securities, and synthetic convertible securities, which are created through a combination of separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-producing security (income-producing component) and the right to acquire an equity security (convertible component). The market value of a debt security may be affected by the credit rating of the issuer, the issuers performance, perceptions of the issuer in the marketplace, management performance, financial leverage and reduced demand for the issuers goods and services. There is a risk that the issuers of the debt securities in which the Fund may invest may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.
Mortgage-Backed Securities Risks
Mortgage-backed securities include, among other things, participation interests in pools of residential mortgage loans purchased from individual lenders by a federal agency or originated and issued by private lenders and involve, among others, the following risks:
Credit and Market Risks of Mortgage-Backed Securities. Investments by the Fund in fixed rate and floating rate mortgage-backed securities will entail credit risks (i.e., the risk of non-payment of interest and principal) and market risks (i.e., the risk that interest rates and other factors could cause the value of the instrument to decline). Many issuers or servicers of mortgage-backed securities guarantee timely payment of interest and principal on the securities, whether or not payments are made when due on the underlying mortgages. This kind of guarantee generally increases the quality of a security, but does not mean that the securitys market value and yield will not change. The values of mortgage-backed securities may change because of changes in the markets perception of the credit quality of the assets held by the issuer of the mortgage-backed securities or an entity, if any, providing credit support in respect of the mortgage-backed securities. In addition, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pools ability to make payments of principal or interest to the Fund as a holder of such securities, reducing the values of those securities or in some cases rendering them worthless. The Fund also may purchase securities that are not guaranteed or subject to any credit support. An investment in a privately issued mortgage-backed security is generally less liquid and subject to greater credit risks than an investment in a mortgage-backed security that is issued or otherwise guaranteed by a federal government agency or sponsored corporation.
Mortgage-backed securities may be structured similarly to collateralized debt obligations (CDOs) and may be subject to similar risks. For example, the cash flows from the collateral held by the mortgage-backed security may be split into two or more portions,
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called tranches, varying in risk and yield. Senior tranches are paid from the cash flows from the underlying assets before the junior tranches and equity or first loss tranches. Losses are first borne by the equity tranches, next by the junior tranches, and finally by the senior tranches. Interest holders in senior tranches are entitled to the lowest interest rates but are generally subject to less credit risk than more junior tranches because, should there be any default, senior tranches are typically paid first. The most junior tranches, such as equity tranches, typically are due to be paid the highest interest rates but suffer the highest risk of loss should the holder of an underlying mortgage loan default. If some loans default and the cash collected by the issuer of the mortgage-backed security is insufficient to pay all of its investors, those in the lowest, most junior tranches suffer losses first. Like bond investments, the value of fixed rate mortgage-backed securities will tend to rise when interest rates fall, and fall when rates rise. Floating rate mortgage-backed securities generally tend to have more moderate changes in price when interest rates rise or fall, but their current yield will generally be affected. In addition, the mortgage-backed securities market in general may be adversely affected by changes in governmental legislation or regulation. Factors that could affect the value of a mortgage-backed security include, among other things, the types and amounts of insurance which an individual mortgage or that specific mortgage-backed security carries, the default and delinquency rate of the mortgage pool, the amount of time the mortgage loan has been outstanding, the loan-to-value ratio of each mortgage and the amount of overcollateralization or undercollateralization of a mortgage pool. The Fund may invest in mortgage-backed securities that are subordinate in their right to receive payment of interest and repayment of principal to other classes of the issuers securities.
The residential mortgage market in the United States has experienced difficulties at times, and the same or similar events may adversely affect the performance and market value of certain of the Funds mortgage-related investments. Delinquencies and losses on residential mortgage loans (especially subprime and second-lien mortgage loans) generally increase in a recession and potentially could begin to increase again. A decline in or flattening of housing values may exacerbate such delinquencies and losses. Borrowers with adjustable rate mortgage loans may be more sensitive to changes in interest rates, which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest rates. Reduced investor demand for mortgage-related securities could result in limited new issuances of mortgage-related securities and limited liquidity in the secondary market for mortgage-related securities, which can adversely affect the market value of mortgage-related securities and limit the availability of attractive investment opportunities for the Fund.
The values of mortgage-backed securities may be substantially dependent on the servicing of the underlying mortgage pools, and therefore are subject to risks associated with the negligence or malfeasance by their servicers and to the credit risk of their servicers. In certain circumstances, the mishandling of related documentation also may affect the rights of security holders in and to the underlying collateral.
Some government sponsored mortgage-related securities are backed by the full faith and credit of the United States. The Government National Mortgage Association (Ginnie Mae), the principal guarantor of such securities, is a wholly owned United States government corporation within the Department of Housing and Urban Development. Other government-sponsored mortgage-related securities are not backed by the full faith and credit of the United States government. Issuers of such securities include Fannie Mae (formally known as the Federal National Mortgage Association) and Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation). Fannie Mae is a government-sponsored corporation which is subject to general regulation by the Secretary of Housing and Urban Development. Pass-through securities issued by Fannie Mae are guaranteed as to timely payment of principal and interest by Fannie Mae. Freddie Mac is a stockholder-owned corporation chartered by Congress and subject to general regulation by the Department of Housing and Urban Development. Participation certificates representing interests in mortgages from Freddie Macs national portfolio are guaranteed as to the timely payment of interest and ultimate collection of principal by Freddie Mac. The U.S. government has provided financial support to Fannie Mae and Freddie Mac in the past, but there can be no assurances that it will support these or other government-sponsored entities in the future.
During periods of deteriorating economic conditions, such as recessions or periods of rising unemployment, delinquencies and losses generally increase, sometimes dramatically, with respect to securitizations involving mortgage loans and other obligations underlying mortgage-backed securities. The effects of the COVID-19 virus, and governmental responses to the effects of the virus, may result in increased delinquencies and losses and have other, potentially unanticipated, adverse effects on such investments and the markets for those investments.
Liquidity Risk of Mortgage-Backed Securities. The liquidity of mortgage-backed securities varies by type of security; at certain times the Fund may encounter difficulty in disposing of such investments. Investments in privately issued mortgage-backed securities may have less liquidity than mortgage-backed securities that are issued by a federal government agency or sponsored corporation. Because mortgage-backed securities have the potential to be less liquid than other securities, the Fund may be more susceptible to liquidity risks than funds that invest in other securities. In the past, in stressed markets, certain types of mortgage- backed securities
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suffered periods of illiquidity when disfavored by the market. It is possible that the Fund may be unable to sell a mortgage-backed security at a desirable time or at the value the Fund has placed on the investment.
Commercial Mortgage-Backed Securities (CMBS) Risks. CMBS include securities that reflect an interest in, or are secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.
With respect to risk retention tranches (i.e., eligible residual interests initially held by the sponsors of collateralized mortgage-backed securities and other eligible securitizations pursuant to the U.S. Risk Retention Rules), a third-party purchaser, such as the Fund, must hold its retained interest, unhedged, for at least five years following the closing of the securitization transaction, after which it is entitled to transfer its interest in the securitization to another person that meets the requirements for a third-party purchaser. Even after the required holding period has expired, due to the limited market for such investments, no assurance can be given as to what, if any, exit strategies will ultimately be available for any given position. In addition, there is limited guidance on the application of the laws and regulations applicable to such investments. There can be no assurance that the applicable federal agencies charged with the implementation of the Final U.S. Risk Retention Rules (the FDIC, the Comptroller of the Currency, the Federal Reserve Board, the SEC, the Department of Housing and Urban Development, and the Federal Housing Finance Agency) could not take positions in the future that differ from the interpretation of such rules taken or embodied in such securitizations, or that the Final U.S. Risk Retention Rules will not change. Furthermore, in situations where the Fund invests in risk retention tranches of securitizations structured by third parties, the Fund may be required to execute one or more letters or other agreements, the exact form and nature of which will vary (each, a Risk Retention Agreement) under which it will make certain undertakings designed to ensure such securitization complies with the Final U.S. Risk Retention Rules. Such Risk Retention Agreements may include a variety of representations, warranties, covenants and other indemnities, each of which may run to various transaction parties. If the Fund breaches any undertakings in any Risk Retention Agreement, it will be exposed to claims by the other parties thereto, including for any losses incurred as a result of such breach.
Prepayment, Extension and Redemption Risks of Mortgage-Backed Securities. Mortgage-backed securities may reflect an interest in monthly payments made by the borrowers who receive the underlying mortgage loans. Although the underlying mortgage loans are for specified periods of time, such as 20 or 30 years, the borrowers can, and historically have often paid them off sooner. When a prepayment happens, a portion of the mortgage-backed security which represents an interest in the underlying mortgage loan will be prepaid. A borrower is more likely to prepay a mortgage which bears a relatively high rate of interest. This means that in times of declining interest rates, a portion of the Funds higher yielding securities are likely to be redeemed and the Fund will probably be unable to replace them with securities having as great a yield. Prepayments can result in lower yields to shareholders. The increased likelihood of prepayment when interest rates decline also limits market price appreciation. This is known as prepayment risk. Mortgage-backed securities also are subject to extension risk. Extension risk is the possibility that rising interest rates may cause prepayments to occur at a slower than expected rate. This particular risk may effectively change a security which was considered short or intermediate term into a long-term security. The values of long-term securities generally fluctuate more widely in response to changes in interest rates than short or intermediate-term securities. In addition, a mortgage-backed security may be subject to redemption at the option of the issuer. If a mortgage-backed security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem or pay-off the security, which could have an adverse effect on the Funds ability to achieve its investment objective.
Collateralized Mortgage Obligations (CMOs) Risks. CMOs are debt obligations collateralized by mortgage loans or mortgage pass-through securities. The expected average life of CMOs is determined using mathematical models that incorporate prepayment assumptions and other factors that involve estimates of future economic and market conditions. These estimates may vary from actual future results, particularly during periods of extreme market volatility. Further, under certain market conditions, the average weighted life of certain CMOs may not accurately reflect the price volatility of such securities. For example, in periods of supply and demand imbalances in the market for such securities and/or in periods of sharp interest rate movements, the prices of CMOs may fluctuate to a greater extent than would be expected from interest rate movements alone. CMOs issued by private entities are not obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and are not guaranteed by any government agency, although the securities underlying a CMO may be subject to a guarantee. Therefore, if the collateral securing the CMO, as well as any third party credit support or guarantees, is insufficient to make payments when due, the holder could sustain a loss.
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Adjustable Rate Mortgages (ARMs) Risks. ARMs contain maximum and minimum rates beyond which the mortgage interest rate may not vary over the lifetime of the security. In addition, many ARMs provide for additional limitations on the maximum amount by which the mortgage interest rate may adjust for any single adjustment period. Alternatively, certain ARMs contain limitations on changes in the required monthly payment. In the event that a monthly payment is not sufficient to pay the interest accruing on an ARM, any excess interest is added to the principal balance of the mortgage loan, which is repaid through future monthly payments. If the monthly payment for such an instrument exceeds the sum of the interest accrued at the applicable mortgage interest rate and the principal payment required at such point to amortize the outstanding principal balance over the remaining term of the loan, the excess is used to reduce the then-outstanding principal balance of the ARM. In addition, certain ARMs may provide for an initial fixed, below-market or teaser interest rate. During this initial fixed-rate period, the payment due from the related mortgagor may be less than that of a traditional loan. However, after the teaser rate expires, the monthly payment required to be made by the mortgagor may increase significantly when the interest rate on the mortgage loan adjusts. This increased burden on the mortgagor may increase the risk of delinquency or default on the mortgage loan and in turn, losses on the mortgage-backed security into which that loan has been bundled.
Interest and Principal Only Securities Risks. Stripped mortgage-backed securities are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of debt instruments, such as mortgage loans. In one type of stripped mortgage-backed security, one class will receive all of the interest from the mortgage assets (the interest-only, or IO class), while the other class will receive all of the principal from the mortgage assets (the principal-only, or PO class). The yield to maturity (the expected rate of return on a bond if held until the end of its lifetime) on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Funds yield to maturity from these securities. If the assets underlying the IO class experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully, or at all, its initial investment in these securities. PO class securities tend to decline in value if prepayments are slower than anticipated.
Inverse Floaters and Related Securities Risks. Investments in inverse floaters and similar instruments expose the Fund to the same risks as investments in debt securities and derivatives, as well as other risks, including those associated with increased volatility. An investment in these securities typically will involve greater risk than an investment in a fixed rate security. Distributions on inverse floaters and similar instruments will typically bear an inverse relationship to short-term interest rates and typically will be reduced or, potentially, eliminated as interest rates rise. The rate at which interest is paid on an inverse floater may vary by a magnitude that exceeds the magnitude of the change in a reference rate of interest (typically a short-term interest rate). The effect of the reference rate multiplier in inverse floaters is associated with greater volatility in their market values. Investments in inverse floaters and similar instruments that have mortgage-backed securities underlying them will expose the Fund to the risks associated with those mortgage-backed securities and the values of those investments may be especially sensitive to changes in prepayment rates on the underlying mortgage-backed securities.
Foreign Investing Risk
Investments in foreign securities or in issuers with significant exposure to foreign markets may involve greater risks than investments in domestic securities. To the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. As compared to U.S. companies, foreign issuers generally disclose less financial and other information publicly and are subject to less stringent and less uniform accounting, auditing, and financial reporting standards. In addition, there may be limited information generally regarding factors affecting a particular foreign market, issuer, or security.
Foreign countries typically impose less thorough regulations on brokers, dealers, stock exchanges, corporate insiders and listed companies than does the United States and foreign securities markets may be less liquid and more volatile than domestic markets. Investment in foreign securities involves higher costs than investment in U.S. securities, including higher transaction and custody costs as well as the imposition of additional taxes by foreign governments, and as a result investments in foreign securities may be subject to issues relating to security registration or settlement. In addition, security trading and custody practices abroad may offer less protection to investors such as the Fund. Political, social or financial instability, civil unrest, geopolitical tensions, wars, and acts of terrorism are other potential risks that could adversely affect an investment in a foreign security or in foreign markets or issuers generally. Settlement of transactions in some foreign markets may be delayed or may be less frequent than in the United States which could affect the liquidity of the Funds portfolio. Custody practices and regulations abroad may offer less protection to investors, such as the Fund, and the Fund may be limited in its ability to enforce contractual rights or obligations.
Because foreign securities generally are denominated and pay dividends or interest in foreign currencies, and the Fund may hold various foreign currencies from time to time, the value of the Funds assets, as measured in U.S. dollars, can be affected unfavorably by changes in exchange rates with respect to the U.S. dollar or with respect to other foreign currencies or by unfavorable currency
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regulations imposed by foreign governments. If the Fund invests in securities issued by foreign issuers, the Fund may be subject to these risks even if the investment is denominated in United States dollars. This risk may be heightened with respect to issuers whose revenues are principally earned in a foreign currency but whose debt obligations have been issued in United States dollars or other hard currencies.
Foreign issuers may become subject to sanctions imposed by the U.S. or another country or other governmental or non-governmental organizations, which could result in the immediate freeze of the foreign issuers assets or securities and/or make their securities worthless. The imposition of such sanctions, such as sanctions imposed against Russia, Russian entities and Russian individuals in 2022, could impair the market value of the securities of such foreign issuers and limit the Funds ability to buy, sell, receive or deliver the securities. Sanctions, or the threat of sanctions, may cause volatility in regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect on the performance of the Fund.
Continuing uncertainty as to the status of the European Economic and Monetary Union (EMU) and the potential for certain countries to withdraw from the institution has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EU could have significant adverse effects on currency and financial markets, and on the values of the Funds portfolio investments. On January 31, 2020, the UK left the EU (commonly known as Brexit). An agreement between the UK and the EU governing their future trade relationship became effective January 1, 2021, but critical aspects of the relationship remain unresolved and subject to further negotiation and agreement. Brexit has resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the UK and throughout Europe. There is still considerable uncertainty relating to the potential consequences of the exit, how the negotiations for new trade agreements will be conducted, and whether the UKs exit will increase the likelihood of other countries also departing the EU. During this period of uncertainty, the negative impact on not only the UK and European economies, but the broader global economy, could be significant, potentially resulting in increased market volatility and illiquidity, political, economic, and legal uncertainty, and lower economic growth for companies that rely significantly on Europe for their business activities and revenues. Any further exits from the EU, or the possibility of such exits, or the abandonment of the euro, may cause additional market disruption globally and introduce new legal and regulatory uncertainties.
If one or more EMU countries were to stop using the euro as its primary currency, the Funds investments in such countries may be redenominated into a different or newly adopted currency. As a result, the value of those investments could decline significantly and unpredictably. In addition, securities or other investments that are redenominated may be subject to liquidity risk and the risk that the Fund may not be able to value investments accurately to a greater extent than similar investments currently denominated in euros. To the extent a currency used for redenomination purposes is not specified in respect of certain EMU-related investments, or should the euro cease to be used entirely, the currency in which such investments are denominated may be unclear, making such investments particularly difficult to value or dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification of the denomination or value of such securities.
Foreign Currency Risk
Currency risk is the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments. Currency risk includes both the risk that currencies in which the Funds investments are traded and/or in which the Fund receives income, or currencies in which the Fund has taken an active investment position, will decline in value relative to other currencies. In the case of hedging positions, currency risk includes the risk that the currency the Fund is seeking exposure to will decline in value relative to the foreign currency being hedged. Currency exchange rates fluctuate significantly for many reasons, including changes in supply and demand in the currency exchange markets, actual or perceived changes in interest rates, intervention (or the failure to intervene) by U.S. or foreign governments, central banks, or supranational agencies such as the International Monetary Fund, and currency controls or other political and economic developments in the U.S. or abroad. The currencies of certain emerging market countries have experienced devaluations relative to the U.S. dollar, and future devaluations may adversely affect the value of assets denominated in such currencies. A devaluation of the currency in which portfolio securities are denominated will negatively impact the value of those securities.
Except as otherwise provided in the Funds principal investment strategies, the Fund may take derivatives (or spot) positions in currencies to which the Fund is exposed through its investments. This presents the risk that the Fund could lose money on both its currency exposure through a portfolio investment and its currency exposure through a derivatives (or spot) position. The Fund also may take overweighted or underweighted currency positions and/or hedge the currency exposure of the securities in which it has invested. The Fund may take positions in currencies different from the currencies in which its portfolio investments are denominated. As a result, the Funds currency exposure may differ (in some cases significantly) from the currency exposure of its investments and/or its benchmarks.
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Summary of Updated Information Regarding the Fund (Cont.) |
Exposure to emerging market currencies may entail greater risk than exposure to developed market currencies.
Emerging Markets Risk
Investing in emerging market countries, as compared to foreign developed markets, involves substantial additional risk due to more limited information about the issuer and/or the security; higher brokerage costs; different accounting, auditing and financial reporting standards; less developed legal systems and thinner trading markets; the possibility of currency blockages or transfer restrictions; an emerging market countrys dependence on revenue from particular commodities or international aid; and the risk of expropriation, nationalization or other adverse political or economic developments.
Political and economic structures in many emerging market countries may undergo significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristics of more developed countries. Some emerging market countries have a greater degree of economic, political and social instability than the U.S. and other developed countries. Such social, political and economic instability could disrupt the financial markets in which the Fund invests and adversely affect the value of its investment portfolio. Some of these countries have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. In addition, unanticipated political or social developments may affect the value of investments in emerging markets and the availability of additional investments in these markets. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make investments in securities traded in emerging markets illiquid and more volatile than investments in securities traded in more developed countries, and the Fund may be required to establish special custodial or other arrangements before making investments in securities traded in emerging markets. There may be little financial or accounting information available with respect to issuers of emerging market securities, and it may be difficult as a result to assess the value or prospects of an investment in such securities.
The securities markets of emerging market countries may be substantially smaller, less developed, less liquid and more volatile than the major securities markets in the United States and other developed nations. The limited size of many securities markets in emerging market countries and limited trading volume in issuers compared to the volume in U.S. securities or securities of issuers in other developed countries could cause prices to be erratic for reasons other than factors that affect the quality of the securities and investments in emerging markets can become illiquid. In addition, emerging market countries exchanges and broker-dealers may generally be subject to less regulation than their counterparts in developed countries. Emerging market securities markets, exchanges and market participants may lack the regulatory oversight and sophistication necessary to deter or detect market manipulation in such exchanges or markets, which may result in losses to the Fund to the extent it holds investments trading in such exchanges or markets. Brokerage commissions and dealer mark-ups, custodial expenses and other transaction costs are generally higher in emerging market countries than in developed countries. As a result, funds that invest in emerging market countries have operating expenses that are higher than funds investing in other securities markets.
The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain foreign countries. Investors in foreign countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the SEC, the U.S. Department of Justice and other authorities to bring and enforce actions against foreign issuers or foreign persons is limited. Regulatory regimes outside of the U.S. may not require or enforce corporate governance standards comparable to that of the U.S., which may result in less protections for investors in such issuers and make such issuers more susceptible to actions not in the best interest of the issuer or its investors.
Emerging market countries may have different clearance and settlement procedures than in the U.S., including significantly longer settlement cycles for purchases and sales of securities, and in certain markets there may be times when settlements fail to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Further, custody practices abroad may offer less protection generally to investors, such as the Fund, and satisfactory custodial services for investment securities may not be available in some emerging market countries, which may result in the Fund incurring additional costs and delays in transporting and custodying such securities outside such countries. Delays in settlement or other problems could result in periods when the Funds assets are uninvested and no return is earned thereon. The Funds inability to make intended security purchases due to settlement problems or the risk of intermediary counterparty failures could cause the Fund to miss attractive investment opportunities. The inability to dispose of a portfolio security due to settlement problems could result either in losses to the Fund due to subsequent declines in the value of such portfolio security or, if the Fund has entered into a contract to sell the security, could result in possible liability to the purchaser. The currencies of certain emerging market countries have experienced devaluations relative to the U.S. dollar, and future devaluations may adversely affect the value of assets denominated in such currencies. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation or deflation for many years, and future inflation may adversely affect the economies and securities markets of such countries.
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When debt and similar obligations issued by foreign issuers are denominated in a currency (e.g., the U.S. dollar or the euro) other than the local currency of the issuer, the subsequent strengthening of the non-local currency against the local currency will generally increase the burden of repayment on the issuer and may increase significantly the risk of default by the issuer.
Emerging market countries have and may in the future impose capital controls, foreign currency controls and repatriation controls. In addition, some currency hedging techniques may be unavailable in emerging market countries, and the currencies of emerging market countries may experience greater volatility in exchange rates as compared to those of developed countries.
Collateralized Debt Obligations Risk
CDOs include CBOs, CLOs, and other similarly structured securities. A CBO is a trust which may be backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, second lien loans or other types of subordinate loans, and mezzanine loans, including loans that may be rated below investment grade or equivalent unrated loans and including loans that may be covenant-lite. CDOs may charge management fees and administrative expenses. The cash flows from the CDO trust are generally split into two or more portions, called tranches, varying in risk and yield. Senior tranches are paid from the cash flows from the underlying assets before the junior tranches and equity or first loss tranches. Losses are first borne by the equity tranches, next by the junior tranches, and finally by the senior tranches. Holders of interests in the senior tranches are entitled to the lowest interest rate payments but those interests generally involve less credit risk as they are typically paid before junior tranches. The most junior tranches, such as equity tranches, typically are entitled to be paid the highest interest rate payments but suffer the highest risk of loss should the holder of an underlying debt instrument default. If some debt instruments go into default and the cash collected by the CDO is insufficient to pay all of its investors, those in the lowest, most junior tranches suffer losses first. Since it is partially protected from defaults, a senior tranche from a CDO trust typically has higher ratings and lower potential yields than the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, more senior CDO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults and aversion to CDO securities as a class.
The risks of an investment in a CDO depend largely on the quality and type of the collateral and the tranche of the CDO in which the Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, there may be a limited secondary market for investments in CDOs and such investments may be illiquid. In addition to the risks associated with debt instruments (e.g., interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the Fund may invest in CDOs that are subordinate to other classes of the issuers securities; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
Asset-Backed Securities Investment Risk
Asset-backed securities in which the Fund may invest include obligations backed by, among others, motor vehicle installment sales or installment loan contracts; home equity loans; leases of various types of real, personal and other property (including those relating to aircrafts, telecommunication, energy, and/or other infrastructure assets and infrastructure-related assets); receivables from credit card agreements; student loans; consumer loans; mobile home loans; boat loans; business and small business loans; project finance loans; airplane leases; and other non-mortgage-related income streams, such as income from renewable energy projects and franchise rights. They may also include asset-backed securities backed by whole loans or fractions of whole loans issued by alternative lending platforms and securitized by those platforms or other entities (such as third-party originators or brokers). Any of these loans may be of sub-prime quality or made to an obligor with a sub-prime credit history.
Asset-backed securities involve the risk that borrowers may default on the obligations backing them and that the values of and interest earned on such investments will decline as a result. Loans made to lower quality borrowers, including those of sub-prime quality, involve a higher risk of default. Such loans, including those made by alternative lending platforms, may be difficult to value, may have limited payment histories, and may be subject to significant changes in value over time as economic conditions change. Therefore, the values of asset-backed securities backed by lower quality loans, including those of sub-prime quality, may suffer significantly greater declines in value due to defaults, payment delays or a perceived increased risk of default, especially during periods when economic conditions worsen. In addition, most or all securities backed by the collateral described above do not involve any credit enhancement provided by the U.S. government or any other party, and certain asset-backed securities do not have the benefit of a security interest in the related collateral.
Asset-backed securities tend to increase in value less than traditional debt securities of similar maturity and credit quality when interest rates decline, but are subject to a similar risk of decline in market value during periods of rising interest rates. Certain
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Summary of Updated Information Regarding the Fund (Cont.) |
assets underlying asset-backed securities are subject to prepayment, which may reduce the overall return to asset-backed security holders. In a period of declining interest rates, pre-payments on asset-backed securities may increase and the Fund may be unable to reinvest those prepaid amounts in investments providing the same rate of interest as the pre-paid obligations.
The values of asset-backed securities may also be substantially dependent on the servicing of and diligence performed by their servicers or sponsors or the originating alternative lending platforms. For example, the Fund may suffer losses due to a servicers, sponsors or platforms negligence or malfeasance, such as through the mishandling of certain documentation affecting security holders rights in and to underlying collateral or the failure to update or collect accurate and complete borrower information. In addition, the values of asset-backed securities may be adversely affected by the credit quality of the servicer, sponsor or originating alternative lending platform, as applicable. Certain services, sponsors or originating alternative lending platforms may have limited operating histories to evaluate. The insolvency of a servicer, sponsor or originating alternative lending platform may result in added costs and delays in addition to losses associated with a decline in the value of underlying assets. The Fund also may experience delays in payment or losses on its investments if the full amount due on underlying collateral is not realized, which may occur because of unanticipated legal or administrative costs of enforcing the contracts, depreciation or damage to the collateral securing certain contracts, under-collateralization or other factors.
Credit Default Swaps Risk
A credit default swap is an agreement between the Fund and a counterparty that enables the Fund to buy or sell protection against a credit event related to a particular issuer. One party, acting as a protection buyer, makes periodic payments, which may be based on, among other things, a fixed or floating rate of interest, to the other party, a protection seller, in exchange for a promise by the protection seller to make a payment to the protection buyer if a negative credit event (such as a delinquent payment or default) occurs with respect to a referenced bond or group of bonds. Credit default swaps may also be structured based on the debt of a basket of issuers, rather than a single issuer, and may be customized with respect to the default event that triggers purchase or other factors (for example, the Nth default within a basket, or defaults by a particular combination of issuers within the basket, may trigger a payment obligation). As a credit protection seller in a credit default swap contract, the Fund would be required to pay the par (or other agreed-upon) value of a referenced debt obligation to the counterparty following certain negative credit events as to a specified third-party debtor, such as default by a U.S. or non-U.S. corporate issuer on its debt obligations. In return for its obligation, the Fund would receive from the counterparty a periodic stream of payments, which may be based on, among other things, a fixed or floating rate of interest, over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments, and would have no payment obligations to the counterparty. The Fund may sell credit protection in order to earn additional income and/or to take a synthetic long position in the underlying security or basket of securities.
The Fund may enter into credit default swap contracts as protection buyer in order to hedge against the risk of default on the debt of a particular issuer or basket of issuers or attempt to profit from a deterioration or perceived deterioration in the creditworthiness of the particular issuer(s) (also known as buying credit protection). This would involve the risk that the investment may expire worthless and would only generate gain in the event of an actual default by the issuer(s) of the underlying obligation(s) (or, as applicable, a credit downgrade or other indication of financial instability). It would also involve the risk that the seller may fail to satisfy its payment obligations to the Fund. The purchase of credit default swaps involves costs, which will reduce the Funds return.
A protection seller may have to pay out amounts following a negative credit event greater than the value of the reference obligation delivered to it by its counterparty and the amount of periodic payments previously received by it from the counterparty. When the Fund acts as a seller of a credit default swap, it is exposed to, among other things, leverage risk because if an event of default occurs the seller must pay the buyer the full notional value of the reference obligation. Each party to a credit default swap is subject to the credit risk of its counterparty. The value of the credit default swap to each party will change, at times significantly, based on changes in the actual or perceived creditworthiness of the underlying issuer.
A protection buyer may lose its investment and recover nothing should an event of default not occur. The Fund may seek to realize gains on its credit default swap positions, or limit losses on its positions, by selling those positions in the secondary market. There can be no assurance that a liquid secondary market will exist at any given time for any particular credit default swap or for credit default swaps generally.
The parties to a credit default swap are generally required to post collateral to each other. If the Fund posts initial or periodic collateral to its counterparty, it may not be able to recover that collateral from the counterparty in accordance with the terms of the swap. In addition, if the Fund receives collateral from its counterparty, it may be delayed or prevented from realizing on the collateral in the event of the insolvency or bankruptcy of the counterparty (or of its affiliates). The Fund may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting
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credit default swap position, which may cause the Fund to incur more losses. There can be no assurance that the Fund will be able to exit a credit default swap position effectively when it seeks to do so.
U.S. Government Securities Risk
Some U.S. Government securities, such as Treasury bills, notes, and bonds and mortgage-backed securities guaranteed by the Government National Mortgage Association (Ginnie Mae), are supported by the full faith and credit of the United States; others are supported by the right of the issuer to borrow from the U.S. Treasury; others are supported by the discretionary authority of the U.S. Government to purchase the agencys obligations; still others are supported only by the credit of the issuing agency, instrumentality, or enterprise. Although U.S. Government-sponsored enterprises may be chartered or sponsored by Congress, they are not funded by Congressional appropriations, and their securities are not issued by the U.S. Treasury, their obligations are not supported by the full faith and credit of the U.S. Government, and so investments in their securities or obligations issued by them involve greater risk than investments in other types of U.S. Government securities.
In addition, certain governmental entities have been subject to regulatory scrutiny regarding their accounting policies and practices and other concerns that may result in legislation, changes in regulatory oversight and/or other consequences that could adversely affect the credit quality, availability or investment character of securities issued or guaranteed by these entities.
The events surrounding the U.S. federal government debt ceiling and any resulting agreement (and similar political, economic and other developments) could adversely affect the Funds ability to achieve its investment objective. For example, a downgrade of the long-term sovereign credit rating of the U.S. could increase volatility in both stock and bond markets, result in higher interest rates and lower Treasury prices and increase the costs of all kinds of debt. These events and similar events in other areas of the world could have significant adverse effects on the economy generally and could result in significant adverse impacts on issuers of securities held by the Fund and the Fund itself. The Adviser cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets or on the Funds portfolio. The Adviser may not timely anticipate or manage existing, new or additional risks, contingencies or developments. In recent periods, the values of U.S. Government securities have been affected substantially by increased demand for them around the world. Changes in the demand for U.S. Government securities may occur at any time and may result in increased volatility in the values of those securities.
Sovereign Debt Obligations Risk
Investments in countries government debt obligations involve special risks. Certain countries have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. The issuer or governmental authority that controls the repayment of a countrys debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A debtors willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation and, in the case of a government debtor, the extent of its foreign currency reserves or its inability to sufficiently manage fluctuations in relative currency valuations, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the government debtors policy towards principal international lenders such as the International Monetary Fund and the political and social constraints to which a government debtor may be subject. Government debtors may default on their debt and also may be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a debtors implementation of economic reforms and/or economic performance and the timely service of such debtors obligations.
Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties commitments to lend funds to the government debtor, which may further impair such debtors ability or willingness to service its debts on a timely basis.
As a result of the foregoing, a government obligor may default on its obligations. If such an event occurs, the Fund may have limited (or no) legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of more senior fixed income securities, such as commercial bank debt, will not contest payments to the holders of other foreign government debt securities in the event of default under their commercial bank loan agreements. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected in whole or in part. In addition, foreign governmental entities may enjoy various levels of sovereign immunity, and it may be difficult or impossible to bring a legal action against a foreign governmental entity or to enforce a judgment against such an entity.
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Summary of Updated Information Regarding the Fund (Cont.) |
Government obligors in emerging market countries are among the worlds largest debtors to commercial banks, other governments, international financial organizations and other financial institutions. The issuers of the government debt securities in which the Fund may invest have in the past experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements, and obtaining new credit to finance interest payments. Holders of certain foreign government debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the foreign government debt securities in which the Fund may invest will not be subject to similar restructuring arrangements or to requests for new credit, which may adversely affect the Funds holdings. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants.
Loan Risk
Investments in loans are generally subject to the same risks as investments in other types of debt obligations, including, among others, credit risk, interest rate risk, prepayment risk, and extension risk. In addition, in many cases loans are subject to the risks associated with below-investment grade securities. This means loans are often subject to significant credit risks, including a greater possibility that the borrower will be adversely affected by changes in market or economic conditions and may default or enter bankruptcy. This risk of default will increase in the event of an economic downturn or a substantial increase in interest rates (which will increase the cost of the borrowers debt service).
The interest rates on floating rate loans typically adjust only periodically. Accordingly, adjustments in the interest rate payable under a loan may trail prevailing interest rates significantly, especially if there are limitations placed on the amount the interest rate on a loan may adjust in a given period. Certain floating rate loans have a feature that prevents their interest rates from adjusting if market interest rates are below a specified minimum level. When interest rates are low, this feature could result in the interest rates of those loans becoming fixed at the applicable minimum level until interest rates rise above that level. Although this feature is intended to result in these loans yielding more than they otherwise would when interest rates are low, the feature might also result in the prices of these loans becoming more sensitive to changes in interest rates should interest rates rise but remain below the applicable minimum level.
In addition, investments in loans may be difficult to value and may be illiquid. Floating rate loans generally are subject to legal or contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. For example, if the credit quality of the borrower related to a floating rate loan unexpectedly declines significantly, secondary market trading in that floating rate loan can also decline. The secondary market for loans may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods, which may increase the expenses of the Fund or cause the Fund to be unable to realize the full value of its investment in the loan, resulting in a material decline in the Funds NAV.
During periods of severe market stress, it is possible that the market for loans may become highly illiquid. In such an event, the Fund may find it difficult to sell loans it holds, and, for loans it is able to sell in such circumstances, the trade settlement period may be longer than anticipated.
The Fund may make loans directly to borrowers or may acquire an interest in a loan by means of an assignment or a participation. In an assignment, the Fund may be required generally to rely upon the assigning financial institution to demand payment and enforce its rights against the borrower, but would otherwise be entitled to the benefit of all of the financial institutions rights in the loan. The Fund may also purchase a participating interest in a portion of the rights of a lending institution in a loan. In such case, the Fund will generally be entitled to receive from the lending institution amounts equal to the payments of principal, interest and premium, if any, on the loan received by the institution, but generally will not be entitled to enforce its rights directly against the agent bank or the borrower, and must rely for that purpose on the lending institution.
Investments in loans through a purchase of a loan, loan origination or a direct assignment of a financial institutions interests with respect to a loan may involve additional risks to the Fund. For example, if a loan is foreclosed, the Fund could become owner, in whole or in part, of any collateral, which could include, among other assets, real estate or other real or personal property, and would bear the costs and liabilities associated with owning and holding or disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, the Fund as holder of a partial interest in a loan could be held liable as co-lender for acts of the agent lender.
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Loans and certain other forms of direct indebtedness may not be classified as securities under the federal securities laws and, therefore, when the Fund purchases such instruments, it may not be entitled to the protections against fraud and misrepresentation contained in the federal securities laws.
Additional risks of investments in loans may include:
Agent/Intermediary Risk. If the Fund holds a loan through another financial intermediary, as is the case with a participation, or relies on another financial intermediary to administer the loan, as is the case with most multi-lender facilities, the Funds receipt of principal and interest on the loan and the value of the Funds loan investment will depend at least in part on the credit standing of the financial intermediary and therefore will be subject to the credit risk of the intermediary. The Fund will be required to rely upon the financial intermediary from which it purchases a participation interest to collect and pass on to the Fund such payments and to enforce the Funds rights and may not be able to cause the financial intermediary to take what it considers to be appropriate action. As a result, an insolvency, bankruptcy or reorganization of the financial intermediary may delay or prevent the Fund from receiving principal, interest and other amounts with respect to the Funds interest in the loan. In addition, if the Fund relies on a financial intermediary to administer a loan, the Fund is subject to the risk that the financial intermediary may be unwilling or unable to demand and receive payments from the borrower in respect of the loan, or otherwise unwilling or unable to perform its administrative obligations.
Highly Leveraged Transactions Risk. The Fund may invest in loans made in connection with highly leveraged transactions. These transactions may include operating loans, leveraged buyout loans, leveraged capitalization loans and other types of acquisition financing. Those loans are subject to greater credit and liquidity risks than other types of loans. If the Fund voluntarily or involuntarily sold those types of loans, it might not receive the full value it expected.
Stressed, Distressed or Defaulted Borrowers Risk. The Fund can also invest in loans of borrowers that are experiencing, or are likely to experience, financial difficulty. These loans are subject to greater credit and liquidity risks than other types of loans. In addition, the Fund can invest in loans of borrowers that have filed for bankruptcy protection or that have had involuntary bankruptcy petitions filed against them by creditors. Various laws enacted for the protection of debtors may apply to loans. A bankruptcy proceeding or other court proceeding could delay or limit the ability of the Fund to collect the principal and interest payments on that borrowers loans or adversely affect the Funds rights in collateral relating to a loan. If a lawsuit is brought by creditors of a borrower under a loan, a court or a trustee in bankruptcy could take certain actions that would be adverse to the Fund. For example:
| Other creditors might convince the court to set aside a loan or the collateralization of the loan as a fraudulent conveyance or preferential transfer. In that event, the court could recover from the Fund the interest and principal payments that the borrower made before becoming insolvent. There can be no assurance that the Fund would be able to prevent that recapture. |
| A bankruptcy court may restructure the payment obligations under the loan so as to reduce the amount to which the Fund would be entitled. |
| The court might discharge the amount of the loan that exceeds the value of the collateral. |
| The court could subordinate the Funds rights to the rights of other creditors of the borrower under applicable law, decreasing, potentially significantly, the likelihood of any recovery on the Funds investment. |
Limited Information Risk. Because there may be limited public or other information available regarding loan investments, the Funds investments in such instruments may be particularly dependent on the analytical abilities of the Funds portfolio managers.
Interest Rate Benchmarks Risk. Interest rates on loans typically adjust periodically often based on changes in a benchmark rate plus a premium or spread over the benchmark rate. The benchmark rate may be LIBOR, the Prime Rate, or other base lending rates used by commercial lenders (each as defined in the applicable loan agreement).
Some benchmark rates may reset daily; others reset less frequently. The interest rate on LIBOR- and SOFR- based loans is reset periodically, typically based on a period between 30 days and one year. Certain floating or variable rate loans may permit the borrower to select an interest rate reset period of up to one year or longer. Investing in loans with longer interest rate reset periods may increase fluctuations in the Funds NAV as a result of changes in interest rates. Interest rates on loans with longer periods between benchmark resets will typically trail market interest rates in a rising interest rate environment.
Certain loans may permit the borrower to change the base lending rate during the term of the loan. One benchmark rate may not adjust to changing market or interest rates to the same degree or as rapidly as another, permitting the borrower the option to
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select the benchmark rate that is most advantageous to it and less advantageous to the Fund. To the extent the borrower elects this option, the interest income and total return the Fund earns on the investment may be adversely affected as compared to other investments where the borrower does not have the option to change the base lending or benchmark rate.
The administrator of LIBOR no longer publishes most LIBOR settings on a representative basis and is expected to cease publication of a majority of U.S. dollar LIBOR settings on a representative basis after June 30, 2023. There are obstacles to converting certain securities and transactions to new reference rates. As such, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
Restrictive Loan Covenants Risk. Borrowers must comply with various restrictive covenants that may be contained in loan agreements. They may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the borrower to maintain specific financial ratios, and limits on total debt. They may include requirements that the borrower prepay the loan with any free cash flow. A break of a covenant that is not waived by the agent bank (or the lenders) is normally an event of default that provides the agent bank or the lenders the right to call the outstanding amount on the loan. If a lender accelerates the repayment of a loan because of the borrowers violation of a restrictive covenant under the loan agreement, the borrower might default in payment of the loan.
Some of the loans in which the Fund may invest or to which the Fund may obtain exposure may be covenant-lite. Such loans contain fewer or less restrictive constraints on the borrower than certain other types of loans. Such loans generally do not include terms which allow the lender to monitor the performance of the borrower and declare a default or force a borrower into bankruptcy restructuring if certain criteria are breached. Under such loans, lenders typically must rely on covenants that restrict a borrower from incurring additional debt or engaging in certain actions. Such covenants can be breached only by an affirmative action of the borrower, rather than by a deterioration in the borrowers financial condition. Accordingly, the Fund may have fewer rights against a borrower when it invests in or has exposure to such loans and so may have a greater risk of loss on such investments as compared to investments in or exposure to loans with additional or more conventional covenants.
Senior Loan and Subordination Risk. In addition to the risks typically associated with debt securities and loans generally, senior loans are also subject to the risk that a court could subordinate a senior loan, which typically holds a senior position in the capital structure of a borrower, to presently existing or future indebtedness or take other action detrimental to the holders of senior loans.
The Funds investments in senior loans may be collateralized with one or more of (1) working capital assets, such as accounts receivable and inventory, (2) tangible fixed assets, such as real property, buildings and equipment, (3) intangible assets such as trademarks or patents, or (4) security interests in shares of stock of the borrower or its subsidiaries or affiliates. In the case of loans to a non-public company, the companys shareholders or owners may provide collateral in the form of secured guarantees and/or security interests in assets they own. However, the value of the collateral may decline after the Fund buys the senior loan, particularly if the collateral consists of equity securities of the borrower or its affiliates. If a borrower defaults, insolvency laws may limit the Funds access to the collateral, or the lenders may be unable to liquidate the collateral. A bankruptcy court might find that the collateral securing the senior loan is invalid or require the borrower to use the collateral to pay other outstanding obligations. If the collateral consists of stock of the borrower or its subsidiaries, the stock may lose all of its value in the event of a bankruptcy, which would leave the Fund exposed to greater potential loss. As a result, a collateralized senior loan may not be fully collateralized and can decline significantly in value.
If a borrower defaults on a collateralized senior loan, the Fund may receive assets other than cash or securities in full or partial satisfaction of the borrowers obligation under the senior loan. Those assets may be illiquid, and the Fund might not be able to realize the benefit of the assets for legal, practical or other reasons. The Fund might hold those assets until the Adviser determined it was appropriate to dispose of them. If the collateral becomes illiquid or loses some or all of its value, the collateral may not be sufficient to protect the Fund in the event of a default of scheduled interest or principal payments.
The Fund can invest in senior loans that are not secured. If the borrower is unable to pay interest or defaults in the payment of principal, there will be no collateral on which the Fund can foreclose. Therefore, these loans typically present greater risks than collateralized senior loans.
Due to restrictions on transfers in loan agreements and the nature of the private syndication of senior loans including, for example, the lack of publicly-available information, some senior loans are not as easily purchased or sold as publicly-traded securities. Some senior loans and other Fund investments are illiquid, which may make it difficult for the Fund to value them or dispose of them at an acceptable price. Direct investments in senior loans and investments in participation interests in or assignments of senior loans may be limited.
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Settlement Risk. Transactions in many loans settle on a delayed basis, and the Fund may not receive the proceeds from the sale of such loans for a substantial period after the sale. As a result, sale proceeds related to the sale of such loans may not be available to make additional investments until potentially a substantial period after the sale of the loans.
Collateral Impairment Risk. Even if a loan to which the Fund is exposed is secured, there can be no assurance that the collateral will, when recovered and liquidated, generate sufficient (or any) funds to offset any losses associated with a defaulting loan. It is possible that the same collateral could secure multiple loans, in which case the liquidation proceeds of the collateral may be insufficient to cover the payments due on all the loans secured by that collateral. This risk is increased if the Funds loans are secured by a single asset. There can be no guarantee that the collateral can be liquidated and any costs associated with such liquidation could reduce or eliminate the amount of funds otherwise available to offset the payments due under the loan. Moreover, the Funds security interests may be unperfected for a variety of reasons, including the failure to make a required filing by the servicer and, as a result, the Fund may not have priority over other creditors as it expected.
Unsecured Loans Risk. Subordinated or unsecured loans are lower in priority of payment to secured loans and are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral.
Servicer Risk. The Funds direct and indirect investments in loans are typically serviced by the originating lender or a third-party servicer. In the event that the servicer is unable to service the loan, there can be no guarantee that a backup servicer will be able to assume responsibility for servicing the loans in a timely or cost-effective manner; any resulting disruption or delay could jeopardize payments due to the Fund in respect of its investments or increase the costs associated with the Funds investments.
Direct Lending Risk. The Fund may seek to originate loans, including, without limitation, commercial real estate or mortgage- related-loans or other types of loans, which may be in the form of whole loans, secured and unsecured notes, senior and second lien loans, mezzanine loans or similar investments. The Fund will be responsible for the expenses associated with originating a loan (whether or not consummated). This may include significant legal and due diligence expenses, which will be indirectly borne by the Fund and Common Shareholders.
Direct lending involves risks beyond those associated with investing in loans. If a loan is foreclosed, the Fund could become owner of any collateral and would bear the costs and liabilities associated with owning, operating, maintaining and disposing of the collateral. As a result, the Fund may be exposed to losses resulting from default and foreclosure and also operating and maintaining the property. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying assets will further reduce the proceeds and thus increase the loss. There is no assurance that the Fund will correctly evaluate the value of the assets collateralizing the loan. In the event of a reorganization or liquidation proceeding relating to the borrower, the Fund may lose all or part of the amounts advanced to the borrower. There is no assurance that the protection of the Funds interests is adequate, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, there is no assurance that claims will not be asserted that might interfere with enforcement of the Funds rights.
There are no restrictions on the credit quality of the Funds loans. Loans may be deemed to have substantial vulnerability to default in payment of interest and/or principal. There can be no assurance as to the levels of defaults and/or recoveries that may be experienced on loans in which the Fund has invested. Certain of the loans in which the Fund may invest have uncertainties and/or exposure to adverse conditions, and may be considered to be predominantly speculative. Generally, such loans offer a higher return potential than better quality loans, but involve greater volatility of price and greater risk of loss of income and principal. The market values of certain of these loans also tend to be more sensitive to changes in economic conditions than better quality loans.
Loans to issuers operating in workout modes or under Chapter 11 of the U.S. Bankruptcy Code or the equivalent laws of member states of the European Union are, in certain circumstances, subject to certain potential liabilities that may exceed the amount of the loan. For example, under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions.
Various state licensing requirements could apply to the Fund with respect to investments in, or the origination and servicing of, loans and similar assets and it may take a substantial period of time for the Fund to obtain any necessary licenses or comply with other applicable regulatory requirements. The licensing requirements could apply depending on the location of the borrower, the location of the collateral securing the loan, or the location where the Fund or the Adviser operates or has offices. In states that
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require licensure for or otherwise regulate loan origination, the Fund or Advisor will be required to comply with applicable laws and regulations, including consumer protection and anti-fraud laws, which could impose restrictions on the Funds or Advisors ability to take certain actions to protect the value of its investments in such assets and impose compliance costs, or the Fund will have to forego investment opportunities subject to that states laws and regulations. Failure to comply with such laws and regulations could lead to, among other penalties, a loss of the Funds or Advisors license, which in turn could require the Fund to divest assets located in or secured by real property located in that state. In addition to laws governing the activities of lenders and servicers, some states require purchasers of certain loans to be licensed or registered in order to own loans connected to the state (e.g., made in the state or secured by property in the state) and, in certain states, to collect a rate of interest above a specified rate. These risks will also apply to issuers and entities in which the Fund invests that hold similar assets, as well as any origination company or servicer in which the Fund owns an interest. As of September 30, 2022, the Fund does not hold any licenses to originate loans in any states where a license is required, and there can be no assurance that the Fund will obtain any such licenses timely or ever.
Foreign Loan Risk. Loans involving foreign borrowers may involve risks not ordinarily associated with exposure to loans to U.S. entities and individuals. The foreign lending industry may be subject to less governmental supervision and regulation than exists in the U.S.; conversely, foreign regulatory regimes applicable to the lending industry may be more complex and more restrictive than those in the U.S., resulting in higher costs associated with such investments, and such regulatory regimes may be subject to interpretation or change without prior notice to investors, such as the Fund. Foreign lending may not be subject to accounting, auditing, and financial reporting standards and practices comparable to those in the U.S. Due to differences in legal systems, there may be difficulty in obtaining or enforcing a court judgment outside the United States.
Lender Liability. A number of judicial decisions have upheld judgments of borrowers against lending institutions on the basis of various evolving legal theories, collectively termed lender liability. Generally, lender liability is founded on the premise that a lender has violated a duty (whether implied or contractual) of good faith, commercial reasonableness and fair dealing, or a similar duty owed to the borrower or has assumed an excessive degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. If a loan held by the Fund were found to have been made or serviced under circumstances that give rise to lender liability, the borrowers obligation to repay that loan could be reduced or eliminated or the Funds recovery on that loan could be otherwise impaired, which would adversely impact the value of that loan. In limited cases, courts have subordinated the loans of a senior lender to a borrower to claims of other creditors of the borrower when the senior lender or its agents, such as a loan servicer, is found to have engaged in unfair, inequitable or fraudulent conduct with respect to the other creditors. If a loan held by the Fund were subject to such subordination, it would be junior in right of payment to other indebtedness of the borrower, which could adversely impact the value of that loan.
Below Investment Grade/High Yield Securities Risk
Debt instruments rated below investment grade and debt instruments that are unrated and of comparable or lesser quality are predominantly speculative and considered vulnerable to nonpayment and their issuers to be dependent on favorable business, financial and economic conditions to meet their financial commitments. They are usually issued by companies without long track records of sales and earnings or by companies with questionable credit strength. These instruments, which include debt securities commonly known as junk bonds, have a higher degree of default risk and may be less liquid than higher-rated bonds. These instruments may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of high yield investments generally, general economic downturn, and less secondary market liquidity. This potential lack of liquidity may make it more difficult for the Fund to value these instruments accurately. An economic downturn could severely affect the ability of issuers (particularly those that are highly leveraged) to service their debt obligations or to repay their obligations upon maturity.
Distressed and Defaulted Securities Risk
Distressed and defaulted securities risk refers to the uncertainty of repayment of defaulted securities (e.g., a security on which a principal or interest payment is not made when due) and obligations of distressed issuers. Because the issuer of such securities is in default and/or is likely to be in distressed financial condition, repayment of defaulted securities and obligations of distressed issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is subject to significant uncertainties. Insolvency laws and practices in foreign markets, and especially emerging market countries are different than those in the U.S. and the effect of these laws and practices cannot be predicted with certainty. Investments in defaulted securities and obligations of distressed issuers are considered speculative and entail high risk.
REIT Risk
The Fund may invest in REITs. REITs are pooled investment vehicles that own, and typically operate, income-producing real estate. If a REIT meets certain requirements, including distributing to shareholders substantially all of its taxable income (other than net capital gains), then it is not taxed on the income distributed to shareholders. REITs are subject to management fees and other
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expenses, and so the Fund will bear its proportionate share of the costs of the REITs operations. There are three general categories of REITs: Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest primarily in direct fee ownership or leasehold ownership of real property and derive most of their income from rents, are generally affected by changes in the values of and incomes from the properties they own. Mortgage REITs invest mostly in mortgages on real estate, which may secure, for example, construction, development or long-term loans, and the main source of their income is mortgage interest payments. Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. A hybrid REIT combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate, and thus may be subject to risks associated with both real estate ownership and investments in mortgage-related investments. Along with the risks common to different types of real estate-related investments, REITs, no matter the type, involve additional risk factors, including poor performance by the REITs manager, adverse changes to the tax laws, and the possible failure by the REIT to qualify for the favorable tax treatment applicable to REITs under the Internal Revenue Code of 1986, as amended (the Code), or an exemption under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow earned on the property interests they hold.
Equity REITs, which invest primarily in direct fee ownership or leasehold ownership of real property and derive most of their income from rents, are generally affected by changes in the values of and incomes from the properties they own. Mortgage REITs invest mostly in mortgages on real estate, which may secure, for example, construction, development or long-term loans, and the main source of their income is mortgage interest payments. Mortgage REITs may be affected by the credit quality of the mortgage loans they hold. A hybrid REIT combines the characteristics of equity REITs and mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate, and thus may be subject to risks associated with both real estate ownership and mortgage-related investments. Along with the risks common to different types of real estate-related investments, REITs, no matter the type, involve additional risk factors, including poor performance by the REITs manager, adverse changes to the tax laws, and the possible failure by the REIT to qualify for the favorable tax treatment applicable to REITs under the Code or an exemption under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow earned on the property interests they hold.
Mortgage REITs are exposed to the risks specific to the real estate market as well as the risks that relate specifically to the way in which mortgage REITs are organized and operated. Mortgage REITs receive principal and interest payments from the owners of the mortgaged properties. Accordingly, mortgage REITs are subject to the credit risk of the borrowers to whom they extend credit, and are subject to the risks described under Mortgage-Backed Securities Risk and Debt Securities Risk. Mortgage REITs are also subject to significant interest rate risk. Mortgage REITs typically use leverage and many are highly leveraged, which exposes them to the risks of leverage. Leverage risk refers to the risk that leverage created from borrowing may impair a mortgage REITs liquidity, cause it to liquidate positions at an unfavorable time and increase the volatility of the values of securities issued by the mortgage REIT. The use of leverage may not be advantageous to a mortgage REIT. To the extent that a mortgage REIT incurs significant leverage, it may incur substantial losses if its borrowing costs increase or if the assets it purchases with leverage decrease in value.
The Funds investment in a REIT may result in the Fund making distributions that constitute a return of capital to Fund shareholders for federal income tax purposes. In addition, distributions attributable to REITs made by the Fund to Fund shareholders will not qualify for the corporate dividends-received deduction, or, generally, for treatment as qualified dividend income. Certain distributions made by the Fund attributable to dividends received by the Fund from REITs may qualify as qualified REIT dividends in the hands of non-corporate shareholders.
Real Estate Risk
The value of the Funds portfolio could change in light of factors affecting the real estate sector. Factors affecting real estate values include the supply of real property in certain markets, changes in zoning laws, delays in completion of construction, changes in real estate values, changes in property taxes, levels of occupancy, adequacy of rent to cover operating expenses, and local and, regional, and general market conditions. The value of real estate-related investments also may be affected by changes in interest rates, macroeconomic developments, and social and economic trends.
To the extent that the Fund invests in real estate related investments, including REITs, real estate-related loans or real-estate linked derivative instruments, it will be subject to the risks associated with owning real estate and with the real estate industry generally. These include difficulties in valuing and disposing of real estate, the possibility of declines in the value of real estate, risks related to general and local economic conditions, the possibility of adverse changes in the climate for real estate, environmental liability risks, the risk of increases in property taxes and operating expenses, possible adverse changes in zoning laws, the risk of casualty or condemnation losses, limitations on rents, the possibility of adverse changes in interest rates and in the credit markets and the possibility of borrowers paying off mortgages sooner than expected, which may lead to reinvestment of assets at lower prevailing interest rates.
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To the extent that the Fund invests in REITs, it will also be subject to the risk that a REIT may default on its obligations or go bankrupt. By investing in REITs indirectly through the Fund, a shareholder will indirectly bear his or her proportionate share of the expenses of the REITs. The Funds investments in REITs could cause the Fund to recognize income in excess of cash received from those securities and, as a result, the Fund may be required to sell portfolio securities, including when it is not advantageous to do so, in order to make distributions. An investment in a REIT or a real estate-linked derivative instrument that is linked to the value of a REIT is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure by the REIT to qualify for the favorable tax treatment applicable to REITs under the Code. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. Finally, private REITs are not traded on a national securities exchange. As such, these products may be illiquid. This reduces the ability of the Fund to redeem its investment early. Private REITs are also generally harder to value and may bear higher fees than public REITs.
LIBOR Phase Out/Transition Risk
LIBOR is the offered rate at which major international banks can obtain wholesale, unsecured funding, and LIBOR may be available for different durations (e.g., 1 month or 3 months) and for different currencies. LIBOR may be a significant factor in relation to the Funds payment obligations under a derivative investment, the cost of financing to the Fund or an investments value or return to the Fund, and may be used in other ways that affect the Funds investment performance. In July 2017, the Financial Conduct Authority (FCA), the United Kingdoms financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. ICE Benchmark Administration Limited, the administrator of LIBOR, ceased publication of most LIBOR settings on a representative basis at the end of 2021 and is expected to cease publication of a majority of U.S. dollar LIBOR settings on a representative basis after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. Various financial industry groups have been planning for the transition away from LIBOR to new reference rates, including, for example, SOFR or another rate based on SOFR but there are obstacles to converting certain securities and transactions to a new reference rates. Markets are developing slowly and questions around liquidity in these new rates and how to appropriately mitigate any economic value transfer at the time of transition remain a significant concern. For example, there are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate while SOFR is a secured lending rate. Neither the effect of the transition process nor its ultimate success can yet be known. The transition process might lead to increased volatility and illiquidity in markets for instruments whose terms include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of related transactions such as hedges. While some LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting methodology and/or increased costs for certain LIBOR-related instruments or financing transactions, not all instruments have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies, resulting in prolonged adverse market conditions for the Fund.. There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments. All of the aforementioned may adversely affect the Funds performance, market price or NAV.
Municipal Bond Risk
Investing in the municipal bond market involves the risks of investing in debt securities generally and certain other risks. The amount of public information available about the municipal bonds in the Funds portfolio is generally less than that for corporate equities or bonds, and the investment performance of the Funds investment in municipal bonds may therefore be more
dependent on the analytical abilities of the Adviser than its investments in taxable bonds. The secondary market for municipal bonds also tends to be less well developed or liquid than many other securities markets, which may adversely affect the Funds ability to sell municipal bonds at attractive prices.
The ability of municipal issuers to make timely payments of interest and principal may be diminished during general economic downturns, by litigation, legislation or political events, or by the bankruptcy of the issuer. Laws, referenda, ordinances or regulations enacted in the future by Congress or state legislatures or the applicable governmental entity could extend the time for payment of principal and/or interest, or impose other constraints on enforcement of such obligations, or on the ability of municipal issuers to levy taxes. Issuers of municipal securities also might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, the Fund could experience delays in collecting principal and interest and the Fund may not, in all circumstances, be able to collect all principal and interest to which it is entitled. To enforce its rights in the event of a default in the payment of interest or repayment of principal, or both, the Fund may take possession of and manage the assets securing the issuers obligations on such securities, which may increase the Funds operating expenses. Any income derived from the Funds ownership or operation of such assets may not be tax exempt.
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The Fund may invest in revenue bonds, which are typically issued to fund a wide variety of capital projects including: electric, gas, water and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; and hospitals. Because the principal security for a revenue bond is generally the net revenues derived from a particular facility or group of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source, there is no guarantee that the particular project will generate enough revenue to pay its obligations, in which case the Funds performance may be adversely affected.
Interest on municipal obligations, while generally exempt from federal income tax, may not be exempt from federal alternative minimum tax. The Fund does not expect to be eligible to pass the tax-exempt character of such interest through to Common Shareholders.
Hedging Strategy Risk
Certain of the investment techniques that the Fund may employ for hedging will expose the Fund to additional or increased risks. For example, there may be an imperfect correlation between changes in the value of the Funds portfolio holdings and hedging positions entered into by the Fund, which may prevent the Fund from achieving the intended hedge or expose the Fund to risk of loss. In addition, the Funds success in using hedge instruments is subject to the Advisers ability to predict correctly changes in the relationships of such hedge instruments to the Funds portfolio holdings, and there can be no assurance that the Advisers judgment in this respect will be accurate. Consequently, the use of hedging transactions might result in a poorer overall performance for the Fund, whether or not adjusted for risk, than if the Fund had not hedged its portfolio holdings. The Adviser is under no obligation to engage in any hedging strategies, and may, in its discretion, choose not to. Even if the Adviser desires to hedge some of the Funds risks, suitable hedging transactions may not be available or, if available, attractive. A failure to hedge may result in losses to the value of the Funds investments.
Short Sales and Short Position Risk
To the extent the Fund makes use of short sales or takes short positions for investment and/or risk management purposes, the Fund may be subject to certain risks associated with selling short. Short sales are transactions in which the Fund sells securities or other instruments that the Fund does not own. Short exposure with respect to securities or market segments may also be achieved through the use of derivative instruments, such as forwards, futures or swaps on indices or on individual securities. When the Fund engages in a short sale or short position on a security or other instrument, it may borrow the security or other instrument sold short and deliver it to the counterparty. The Fund will ordinarily have to pay a fee or premium to borrow the security and will be obligated to repay the lender of the security any dividends or interest that accrues on the security during the period of the loan. The amount of any gain from a short sale will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund pays in connection with the short sale. Short sales and short positions expose the Fund to the risk that it may be required to cover its short position at a time when the securities underlying the short position or exposure have appreciated in value, thus resulting in a loss to the Fund. The Fund may engage in short sales when it does not own or have the right to acquire the security sold short at no additional cost. The Funds loss on a short sale or position theoretically could be unlimited in a case in which the Fund is unable, for whatever reason, to close out its short position. In addition, the Funds short selling strategies may limit its ability to benefit from increases in the markets. Short selling involves a form of financial leverage that may exaggerate any losses realized by the Fund. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the Fund.
The Fund may borrow an instrument from a broker or other institution and sell it to establish a short position in the instrument. The Fund may also enter into a derivative transaction in order to establish a short position with respect to a reference asset. The Fund may make a profit or incur a loss depending upon whether the market price of the instrument or the value of the position decreases or increases between the date the Fund established the short position and the date on which the Fund must replace the borrowed instrument or otherwise close out the transaction. An increase in the value of an instrument, index or interest rate with respect to which the Fund has established a short position will result in a loss to the Fund, and there can be no assurance that the Fund will be able to close out the position at any particular time or at an acceptable price. The loss to the Fund from a short position is potentially unlimited.
Convertible Securities Risk
The Fund may invest in convertible securities. Convertible securities include bonds, debentures, notes, preferred stock and other securities that may be converted into or exchanged for, at a specific price or formula within a particular period of time, a prescribed amount of common stock or other equity securities of the same or a different issuer. Convertible securities may entitle the holder to receive interest paid or accrued on debt or dividends paid or accrued on preferred stock until the security matures or is redeemed, converted or exchanged. The market value of a convertible security is a function of its investment value and its conversion value. A
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securitys investment value represents the value of the security without its conversion feature (i.e., a nonconvertible fixed income security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer and the seniority of the security in the issuers capital structure. A securitys conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security.
Focused Investment Risk
A fund that invests a substantial portion of its assets in a particular market, industry, sector, group of industries or sectors, country, region, group of countries or asset class is subject to greater risk than a fund that invests in a more diverse investment portfolio. In addition, the value of such a fund is more susceptible to any single economic, market, political, regulatory or other occurrence affecting, for example, the particular markets, industries, regions, sectors or asset classes in which the fund is invested. This is because, for example, issuers in a particular market, industry, region, sector or asset class may react similarly to specific economic, market, regulatory, political or other developments. The particular markets, industries, regions, sectors or asset classes in which the Fund may focus its investments may change over time and the Fund may alter its focus at inopportune times. To the extent the Fund invests in the securities of a limited number of issuers, it is particularly exposed to adverse developments affecting those issuers, and a decline in the market value of a particular security held by the Fund may affect the Funds performance more than if the Fund invested in the securities of a larger number of issuers. In addition, the limited number of issuers to which the Fund may be exposed may provide the Fund exposure to substantially the same market, industry, sector, group of industries or sectors, country, region, group of countries, or asset class, which may increase the risk of loss as a result of focusing the Funds investments, as discussed above.
Derivatives Risk
The Funds use of derivatives may involve risks different from, or greater than, the risks associated with investing in more traditional investments, such as stocks and bonds. Derivatives can be highly complex and may perform in ways unanticipated by the Adviser and may not be available at the time or price desired. Derivatives positions may also be improperly executed or constructed.
The Funds use of derivatives involves counterparty risk. In the event a counterparty becomes insolvent, the Fund potentially could lose all or a large portion of the value of its investment in the derivative instrument. Because most derivatives involve contractual arrangements with a counterparty, the Funds ability to enter into them requires a willing counterparty. The Funds ability to close out or unwind a derivatives position prior to expiration or maturity may also depend on the ability and willingness of the counterparty to enter into a transaction closing out the position.
Derivatives may be difficult to value and highly illiquid and/or volatile. The Fund may not be able to close out or sell a derivatives position at a particular time or at an anticipated price. Use of derivatives may affect the amount, timing and character of distributions to shareholders and, therefore, may increase the amount of taxes payable by taxable shareholders.
The Fund may use derivatives to create investment leverage and the Funds use of derivatives may otherwise cause its portfolio to be leveraged. Leverage increases the Funds portfolio losses when the value of its investments declines. Since many derivatives involve leverage, adverse changes in the value or level of the underlying asset, rate, or index may result in a loss substantially greater than the amount invested in the derivative itself. Some derivatives have the potential for unlimited loss, regardless of the size of the initial investment.
When the Fund enters into a derivatives transaction as a substitute for or alternative to a direct cash investment, the Fund is exposed to the risk that the derivative transaction may not provide a return that corresponds precisely or at all with that of the underlying investment. When the Fund uses a derivative for hedging purposes, it is possible that the derivative will not in fact provide the anticipated protection, and the Fund could lose money on both the derivative transaction and the exposure the Fund sought to hedge. While hedging strategies involving derivatives can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments.
When it enters into a derivatives position, the Fund typically will be required to post collateral or make margin payments. If markets move against the Funds position, the Fund may be required to post additional assets and may have to dispose of existing investments to obtain assets acceptable as collateral or margin. This may prevent the Fund from pursuing its investment objective. If the Fund is unable to close out its position, it may be required to continue to make such payments until the position expires or matures. In addition, the Fund may not be able to recover the full amount of its margin from an intermediary or counterparty if that intermediary or counterparty were to experience financial difficulty.
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Recent changes in regulation relating to the Funds use of derivatives and related instruments could potentially limit or impact the Funds ability to invest in derivatives, limit the Funds ability to employ certain strategies that use derivatives and/or adversely affect the value of derivatives and the Funds performance. For instance, the U.S. government has enacted legislation that provides for regulation of the derivatives market, including clearing, margin, reporting, and registration requirements, which could restrict the Funds ability to engage in derivatives transactions or increase the cost or uncertainty involved in such transactions. The European Union and the United Kingdom (and some other jurisdictions) have implemented or are in the process of implementing similar requirements, which will affect the Fund when it enters into a derivatives transaction with a counterparty subject to such requirements.
Rule 18f-4 under the 1940 Act regulates a registered investment companys use of derivative investments and certain other transactions that create future payment and/or delivery obligations by the Fund. This new rule became operative in August 2022. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value-at-risk based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. Any funds that use derivative instruments (beyond certain currency and interest rate hedging transactions) in a limited amount is not subject to the full requirements of Rule 18f-4. In addition, Rule 18f-4 may restrict the Funds ability to engage in certain derivatives transactions and certain other transactions and/or increase the cost of such transactions, which could adversely impact the value or performance of the Fund. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Fund may engage in derivative transactions could also limit or prevent the Fund from using certain instruments.
Risks Related to the Funds Clearing Broker and Central Clearing Counterparty
Transactions in some types of derivatives, including futures, options on futures, and certain swaps (including interest rate swaps and index credit default swaps) are required to be (or are capable of being) centrally cleared. In a transaction involving those derivatives (cleared derivatives), the Funds counterparty is a clearing house, rather than a bank or broker. Since the Fund is not a member of clearing houses and only members of a clearing house (clearing members) can participate directly in the clearing house, the Fund will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Fund will make payments (including margin payments) to and receive payments from a clearing house through its accounts at clearing members. Clearing members guarantee performance of their clients obligations to the clearing house. There is a risk that assets deposited by the Fund with any clearing member as margin for cleared derivatives may, in certain circumstances, be used to satisfy losses of other clients of the Funds clearing member. In addition, the assets of the Fund might not be fully protected in the event of the clearing members bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing members customers for the relevant account class. Similarly, all customer funds held by a clearing member and/or at a clearing house in connection with cleared derivatives are generally held on a commingled omnibus basis and are not identified to the name of the clearing members individual customers. In the event of the bankruptcy or insolvency of a clearing member or clearing house, the Fund might experience a loss of funds deposited through its clearing member as margin with the clearing house, a loss of unrealized profits on its open positions, and the loss of funds owed to it as realized profits on closed positions. Such a bankruptcy or insolvency might also cause a substantial delay before the Fund could obtain the return of funds owed to it by a clearing member who was a member of such clearing house.
In some ways, cleared derivative arrangements are less favorable to funds than bilateral arrangements. For example, the Fund may be required to provide more margin for cleared derivatives positions than for bilateral derivatives positions. Also, in contrast to a bilateral derivatives position, following a period of notice to the Fund, a clearing member generally can require termination of an existing cleared derivatives position at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing houses also have broad rights to increase margin requirements for existing positions or to terminate those positions at any time. Any increase in margin requirements or termination of existing cleared derivatives positions by the clearing member or the clearing house could interfere with the ability of the Fund to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could expose the Fund to greater credit risk to its clearing member because margin for cleared derivatives positions in excess of a clearing houses margin requirements may be held by the clearing member. Also, the Fund is subject to risk if it enters into a swap that is required to be cleared (or that the Adviser expects to be cleared), and no clearing member is willing or able to clear the transaction on the Funds behalf. In those cases, the position might have to be terminated, and the Fund could lose some or all of the benefit of the position, including loss of an increase in the value of the position and/or loss of hedging protection, or could realize a loss. In addition, the documentation governing the relationship between the Fund and clearing members is drafted by the clearing members and generally is less favorable to the Fund than typical bilateral derivatives documentation.
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Counterparty Risk
The Fund will be subject to credit risk presented by another party (whether a clearing member or clearing house in the case of exchange-traded or cleared instruments or another third party in the case of over-the-counter instruments) that promises to honor an obligation to the Fund with respect to the derivative contracts and other instruments, such as repurchase and reverse repurchase agreements, entered into by the Fund. If such a party becomes bankrupt or insolvent or otherwise fails or is unwilling to perform its obligations to the Fund due to financial difficulties or for other reasons, the Fund may experience significant losses or delays in, or may be prevented from, realizing on any collateral the counterparty has provided in respect of the counterpartys obligations to the Fund or recovering collateral that the Fund has provided and is entitled to recover. In addition, in the event of the bankruptcy, insolvency or other event of default (e.g., cross-default) of a counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value. If the Fund is owed this fair market value in the termination of the derivative transaction and its claim is unsecured, the Fund will likely be treated as a general creditor of such counterparty. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances. Counterparty risk with respect to certain exchange-traded and over-the-counter derivatives may be further complicated by global financial reform legislation. Subject to certain U.S. federal income tax limitations, the Fund is not subject to any limit with respect to the number or the value of transactions it can enter into with a single counterparty. To the extent that the Fund enters into multiple transactions with a single or a small number of counterparties, it will be subject to increased
counterparty risk.
New regulatory requirements may also limit the ability of the Fund to protect its interests in the event of an insolvency of a derivatives counterparty. In the event of a counterpartys (or its affiliates) insolvency, the Funds ability to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, could be stayed or eliminated under relatively new special resolution regimes adopted in the United States, the European Union, the United Kingdom, and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, with respect to counterparties who are subject to such proceedings in the European Union or the United Kingdom, the liabilities of such counterparties to the Fund could be reduced, eliminated, or converted to equity in such counterparties (sometimes referred to as a bail in).
Unrated Securities Risk
Unrated securities (which are not rated by a rating agency) may be less liquid than comparable rated securities and involve the risk that the Adviser may not accurately evaluate the securitys comparative credit rating and value. To the extent that the Fund invests in unrated securities, the Funds success in achieving its investment objective may depend more heavily on the Advisers creditworthiness analysis than if the Fund invested exclusively in rated securities. Some or all of the unrated instruments in which the Fund may invest will involve credit risk comparable to or greater than that of rated debt securities of below investment grade quality.
Structured Products and Structured Notes Risk
Generally, structured investments are interests in entities organized and operated for the purpose of restructuring the investment characteristics of underlying investment interests or securities. These investment entities may be structured as trusts or other types of pooled investment vehicles. This type of restructuring generally involves the deposit with or purchase by an entity of the underlying investments and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying investments or referencing an indicator related to such investments. The cash flow or rate of return on the underlying investments may be apportioned among the newly issued securities to create different investment characteristics, such as varying maturities, credit quality, payment priorities and interest rate provisions. Structured products include, among other things, CDOs, mortgage-backed securities, other types of asset-backed securities and certain types of structured notes.
The cash flow or rate of return on a structured investment may be determined by applying a multiplier to the rate of total return on the underlying investments or referenced indicator. Application of a multiplier is comparable to the use of financial leverage, a speculative technique. Leverage magnifies the potential for gain and the risk of loss. As a result, a relatively small decline in the value of the underlying investments or referenced indicator could result in a relatively large loss in the value of a structured product. Holders of structured products indirectly bear risks associated with the underlying investments, index or reference obligation, and are subject to counterparty risk. The Fund generally has the right to receive payments to which it is entitled only from the structured product, and generally does not have direct rights against the issuer. While certain structured investment vehicles enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured vehicles generally pay their share of the investment vehicles administrative and other expenses.
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Structured products are generally privately offered and sold, and thus, are not registered under the securities laws. Certain structured products may be thinly traded or have a limited trading market and may have the effect of increasing the Funds illiquidity to the extent that the Fund, at a particular point in time, may be unable to find qualified buyers for these securities. In addition to the general risks associated with fixed income securities discussed herein, structured products carry additional risks including, but not limited to: (i) the possibility that distributions from underlying investments will not be adequate to make interest or other payments; (ii) the quality of the underlying investments may decline in value or default; (iii) the possibility that the security may be subordinate to other classes of the issuers securities; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
Structured notes are derivative securities for which the amount of principal repayment and/or interest payments is based on the movement of one or more factors. These factors may include, but are not limited to, currency exchange rates, interest rates (such as the prime lending rate or another industry standard floating rate), referenced bonds and stock indices. Some of these factors may or may not correlate to the total rate of return on one or more underlying instruments referenced in such notes. In some cases, the impact of the movements of these factors may increase or decrease through the use of multipliers or deflators.
Investments in structured notes involve risks including interest rate risk, credit risk and market risk. Depending on the factor used and the use of multipliers or deflators, changes in interest rates and movement of the factor may cause significant price fluctuations. Additionally, changes in the reference instrument or security may cause the interest rate on the structured note to be reduced to zero and any further changes in the reference instrument may then reduce the principal amount payable on maturity. In the case of structured notes where the reference instrument is a debt instrument, such as credit-linked notes, the Fund will be subject to the credit risk of the issuer of the reference instrument and the issuer of the structured note.
Issuer Risk
Issuer risk is the risk that the market price of securities may go up or down, sometimes rapidly or unpredictably, including due to factors affecting securities markets generally, particular industries represented in those markets, or the issuer itself.
Equity Securities, Small- and Mid-Capitalization Companies and Related Market Risk
The market price of common stocks and other equity securities may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself. The values of equity securities may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They also may decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater price volatility than bonds and other debt securities.
Confidential Information Access Risk
In managing the Fund, the Adviser may seek to avoid the receipt of material, non-public information (Confidential Information) about the issuers of floating rate loans or other investments being considered for acquisition by the Fund or held in the Funds portfolio if the receipt of the Confidential Information would restrict one or more of the Advisers clients, including, potentially, the Fund, from trading in securities they hold or in which they may invest. In many instances, issuers offer to furnish Confidential Information to prospective purchasers or holders of the issuers loans or other securities. In circumstances when the Adviser declines to receive Confidential Information from these issuers, the Fund may be disadvantaged in comparison to other investors, including with respect to evaluating the issuer and the price the Fund would pay or receive when it buys or sells those investments, and the Fund may not take advantage of investment opportunities that it otherwise might have if it had received such Confidential Information. Further, in situations when the Fund is asked, for example, to grant consents, waivers or amendments with respect to such investments, the Advisers ability to assess such consents, waivers and amendments may be compromised. In certain circumstances, the Adviser may determine to receive Confidential Information, including on behalf of clients other than the Fund. Receipt of Confidential Information by the Adviser could limit the Funds ability to sell certain investments held by the Fund or pursue certain investment opportunities on behalf of the Fund, potentially for a substantial period of time.
Restricted Securities, Rule 144A/Regulation S Securities Risk
The Fund may hold securities that the Fund is prevented or limited by law or the terms of an agreement from selling (a restricted security). To the extent that the Fund is permitted to sell a restricted security, there can be no assurance that a trading market will exist at any particular time and the Fund may be unable to dispose of the security promptly at reasonable prices or at all. The Fund may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting registration. Also, restricted securities may be difficult to value because market quotations may not be readily available, and the values of restricted
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securities may have significant volatility. Limitations on the resale of restricted securities may have an adverse effect on their marketability, and may prevent the Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expense of registering such securities for resale and the risk of substantial delays in effecting such registration.
Inflation/Deflation Risk
Inflation risk is the risk that the value of assets or income from the Funds investments will be worth less in the future as inflation decreases the value of payments at future dates. As inflation increases, the real value of the Funds portfolio could decline. Recently, inflation rates in the United States and elsewhere have been increasing. There can be no assurance that this trend will not continue or that efforts to slow or reverse inflation will not harm the economy and asset values. Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Funds portfolio.
Market Disruption and Geopolitical Risk
Various market risks can affect the price or liquidity of an issuers securities in which the Fund may invest. Returns from the securities in which the Fund invests may underperform returns from the various general securities markets. Different types of securities tend to go through cycles of outperformance and underperformance in comparison to the general securities markets. Adverse events occurring with respect to an issuers performance or financial position can depress the value of the issuers securities. The liquidity in a market for a particular security will affect its value and may be affected by factors relating to the issuer, as well as the depth of the market for that security. Other market risks that can affect value include a markets current attitudes about types of securities, market reactions to political or economic events, including litigation, and tax and regulatory effects (including lack of adequate regulations for a market or particular type of instrument). During periods of severe market stress, it is possible that the market for certain investments held by the Fund, such as loans, may become highly illiquid. In such an event, the Fund may find it difficult to sell the investments it holds, and, for those investments it is able to sell in such circumstances, the sale price may be significantly lower than, and the trade settlement period may be longer than, anticipated.
Events surrounding the COVID-19 pandemic have contributed to, and may continue to contribute to, significant market volatility, reductions in economic activity, market closures, and declines in global financial markets. These effects and the effects of other infectious illness outbreaks, epidemics or pandemics may be short term or may last for an extended period of time, and in either case could result in a substantial economic downturn or recession. Governmental responses may exacerbate other pre-existing political, social, economic, market and financial risks. These events may have a significant adverse effect on the Funds performance and on the liquidity of the Funds investments and have the potential to impair the ability of the Adviser or the Funds other service providers to serve the Fund and could lead to operational disruptions that negatively impact the Fund.
Markets may, in response to governmental actions or intervention, or general market conditions, including real or perceived adverse political, economic or market conditions, tariffs and trade disruptions, inflation, recession, changes in interest or currency rates, lack of liquidity in the bond markets or adverse investor sentiment, or other external factors, experience periods of high volatility and reduced liquidity. During those periods, the Fund may have to sell securities at times when it would otherwise not do so, and potentially at unfavorable prices. Securities may be difficult to value during such periods. Market risk involves the risk that the value of the Funds investment portfolio will change, potentially frequently and in large amounts, as the prices of its investments go up or down. During periods of severe market stress, it is possible that the market for some or all of the Funds investments may become highly volatile and/or illiquid. In such an event, the Fund may find it difficult to sell some or all of its investments and, for certain assets, the trade settlement period may be longer than anticipated. The fewer the number of issuers in which the Fund invests and/or the greater the use of leverage, the greater the potential volatility of the Funds portfolio. Recently there have been inflationary price movements, which have caused the fixed income securities low markets to experience heightened levels of interest rate, volatility and liquidity risk.
The United States government and the Federal Reserve and foreign governments and central banks may take steps to support financial markets. They might, for example, take steps to support markets and economic activity generally and to set or maintain low interest rates, such as by purchasing bonds or making financing broadly available to investors. Such actions may be intended to support certain asset classes or segments of the markets, but not others, and can have disproportionate, adverse, and unexpected effects on some asset classes or sectors, including those in which the Fund invests. For example, efforts by governments to provide debt relief to certain consumers or market participants or to support certain aspects of the market could significantly and adversely affect the value of the Funds investments, the Funds earnings, or the Funds risk profile, and have other unintended or unexpected effects. Other measures taken by governments and regulators, including, for example, steps to reverse, withdraw, curtail or taper such activities, could have a material adverse effect on prices for the Funds portfolio of investments and on the management of the Fund. The withdrawal of support, failure of efforts in response to a financial or other crisis, or investor perception that those efforts are not succeeding could negatively affect financial markets generally as well as the values and liquidity of the Funds investments.
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Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation of the securities in which the Fund invests or the issuers of such securities in ways that are unforeseeable. Legislation or regulation also may change the way in which the Fund or the Adviser are regulated. Such legislation, regulation, or other government action could limit or preclude the Funds ability to achieve its investment objective and affect the Funds performance.
Political, social or financial instability, civil unrest, geopolitical tensions, wars, natural disasters and acts of terrorism are other potential risks that could adversely affect the Funds investments or markets generally. In addition, political developments in foreign countries or the United States may at times subject such countries to sanctions from the U.S. government, foreign governments and/or international institutions that could negatively affect the Funds investments in issuers located in, doing business in or with assets in such countries. Any or all of the risks described herein can increase some or all of the other risks associated with the Funds investments, including, among others, counterparty risk, debt securities risks, liquidity risk, and valuation risk.
Continuing uncertainty as to the status of the euro and the European Economic and Monetary Union (EMU) and the potential for certain countries (such as those in the UK) to withdraw from the institution has created significant volatility in currency and financial markets generally. Any partial or complete dissolution of the EU could have significant adverse effects on currency and financial markets, and on the values of the Funds portfolio investments. In January 2020, the United Kingdom withdrew from the EU. During an 11-month transition period, the UK and the EU agreed to a Trade and Cooperation Agreement which sets out the agreement for certain parts of the future relationship between the EU and the UK from January 1, 2021. The Trade and Cooperation Agreement does not include an agreement on financial services which is yet to be agreed. From January 1, 2021, EU law ceased to apply in the UK. However, many EU laws have been transposed into English law and these transposed laws will continue to apply until such time as they are repealed, replaced or amended. Depending on the terms of any future agreement between the EU and the UK on financial services, substantial amendments to English law may occur. Significant uncertainty remains in the market regarding the ramifications of these developments, and the range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict. The markets may be further disrupted and adversely affected by the withdrawal at various times given the uncertainty surrounding the countrys trade, financial, and other arrangements.
Russias military invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the potential for wider conflict could increase volatility and uncertainty in the financial markets and adversely affect regional and global economies. The United States and other countries have imposed broad-ranging economic sanctions on Russia, certain Russian individuals, banking entities and corporations, and Belarus as a response to Russias invasion of Ukraine, and may impose sanctions on other countries that provide military or economic support to Russia. The extent and duration of Russias military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions, including cyber attacks) are impossible to predict, but could result in significant market disruptions, including in certain industries or sectors, such as the oil and natural gas markets, and may negatively affect global supply chains, inflation and global growth. These and any related events could significantly impact the Funds performance and the value of an investment in the Fund, even if the Fund does not have direct exposure to Russian issuers or issuers in other countries affected by the invasion.
The Fund may continue to issue additional shares and to make additional investments in instruments in accordance with the Funds principal investment strategies to strive to meet the Funds investment objective under all types of market
conditions, including unfavorable market conditions.
Portfolio Turnover Risk
The length of time the Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by the Fund is known as portfolio turnover. Portfolio turnover generally involves a number of direct and indirect costs and expenses to the Fund, including, for example, brokerage commissions, dealer mark-ups and bid/ask spreads, and transaction costs on the sale of securities and reinvestment in other securities, and may result in the realization of taxable capital gains (including short-term capital gains, which are generally taxable to shareholders subject to tax at ordinary income rates). Portfolio turnover risk includes the risk that frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result in larger distributions of taxable capital gains to investors as compared to a fund that trades less frequently.
Legal and Regulatory Risk
Legal, tax and regulatory changes (which may apply with retroactive effect) could occur and may adversely affect the Fund and its ability to pursue its investment strategies and/or increase the costs of implementing such strategies. New (or revised) laws or regulations may be imposed by the CFTC, the SEC, the Internal Revenue Service (IRS), the U.S. Federal Reserve or other banking regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that
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could adversely affect the Fund. In particular, these agencies have implemented or are implementing a variety of new rules pursuant to financial reform legislation in the United States. The EU, the United Kingdom and some other jurisdictions have implemented or are implementing similar requirements. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental regulatory authorities or self-regulatory organizations.
In addition, the securities and derivatives markets are subject to comprehensive statutes, regulations and margin requirements. The CFTC, the SEC, the Federal Deposit Insurance Corporation, other regulators and self-regulatory organizations and exchanges are authorized under these statutes, regulations and otherwise to take extraordinary actions in the event of market emergencies. The Fund and the Adviser have historically been eligible for exemptions from certain regulations. However, there is no assurance that the Fund and the Adviser will continue to be eligible for such exemptions.
The SEC has in the past adopted interim rules requiring reporting of all short positions above a certain de minimis threshold and may adopt (pursuant to recent proposals) rules requiring monthly public disclosure in the future. In addition, other non-U.S. jurisdictions where the Fund may trade have adopted reporting requirements. If the Funds short positions or its strategy become generally known, it could have a significant effect on the Advisers ability to implement its investment strategy. In particular, it would make it more likely that other investors could cause a short squeeze in the securities held short by the Fund forcing the Fund to cover its positions at a loss. Such reporting requirements may also limit the Advisers ability to access management and other personnel at certain companies where the Adviser seeks to take a short position. In addition, if other investors engage in copycat behavior by taking positions in the same issuers as the Fund, the cost of borrowing securities to sell short could increase drastically and the availability of such securities to the Fund could decrease drastically. Such events could make the Fund unable to execute its investment strategy.
The SEC and regulatory authorities in other jurisdictions may adopt (and in certain cases, have adopted) bans on new or increases in short sales of certain securities, including short positions on such securities acquired through swaps, in response to market events. Bans on short selling and such short positions may make it impossible for the Fund to execute certain investment strategies and may have a material adverse effect on the Funds ability to generate returns.
Rules implementing the credit risk retention requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) for asset-backed securities require the sponsor of certain securitization vehicles (or a majority owned affiliate of such sponsor) to retain, and to refrain from transferring, selling, conveying to a third party, or hedging the credit risk on a portion of the assets transferred, sold, or conveyed through the issuance of the asset-backed securities of such vehicle, subject to certain exceptions. These requirements may increase the costs to originators, securitizers, and, in certain cases, collateral managers of securitization vehicles in which the Fund may invest, which costs could be passed along to the Fund as an investor in such vehicles. In addition, the costs imposed by the risk retention rules on originators, securitizers and/or collateral managers may result in a reduction of the number of new offerings of asset-backed securities and thus in fewer investment opportunities for the Fund. A reduction in the number of new securitizations could also reduce liquidity in the markets for certain types of financial assets that are typically held by securitization vehicles, which in turn could negatively affect the returns on the Funds investment in asset-backed securities.
Tax Risk
The Fund has elected to be treated as a regulated investment company (RIC) under the Code and intends each year to qualify and be eligible to be treated as such. If the Fund qualifies as a RIC, it generally will not be subject to U.S. federal income tax on its net investment income or net short-term or long-term capital gains, distributed (or deemed distributed) to shareholders, provided that, for each taxable year, the Fund distributes (or is treated as distributing) to its shareholders an amount equal to or exceeding 90% of its investment company taxable income as that term is defined in the Code (which includes, among other things, dividends, taxable interest and the excess of any net short-term capital gains over net long-term capital losses, as reduced by certain deductible expenses). The Fund intends to distribute all or substantially all of its investment company taxable income and net capital gain each year. In order for the Fund to qualify as a RIC in any taxable year, the Fund must meet certain asset diversification tests and at least 90% of its gross income for such year must be certain types of qualifying income. If for any taxable year the Fund were to fail to meet the income or diversification test described above, the Fund could in some cases cure the failure, including by paying a fund-level tax and, in the case of a diversification test failure, disposing of certain assets. Some of the income and gain that the Fund may recognize, such as income and gain from real estate assets received upon foreclosure of a loan held by the Fund, generally does not constitute qualifying income, and whether certain other income and gain that the Fund may recognize constitutes qualifying income is not certain. The Funds investments therefore may be limited by the Funds intention to qualify as a RIC and may bear on the Funds ability to so qualify.
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The Fund may hold certain investments that do not give rise to qualifying income through one or more wholly-owned and controlled Subsidiaries treated as U.S. corporations for U.S. federal income tax purposes. Such Subsidiaries will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce the yield on such investments. Depending on the assets held by the Subsidiary and other considerations, a Subsidiary may qualify and elect to be treated as a REIT for federal income tax purposes, in which case such Subsidiary generally would not be subject to U.S. corporate income tax to the extent such Subsidiary timely distributes all its income and gain. The Fund may not invest more than 25% of its total assets in (i) any one Subsidiary or (i) two or more Subsidiaries that are treated as being in the same, similar or related trades or businesses for purposes of the diversification tests applicable to RICs.
If the Fund were ineligible to or otherwise did not cure such failure for any year, or were otherwise to fail to qualify as a RIC accorded special tax treatment in any taxable year, it would be treated as a corporation subject to U.S. federal income tax, thereby subjecting any income earned by the Fund to tax at the corporate level and, when such income is distributed, to a further tax as dividends at the shareholder level to the extent of the Funds current or accumulated earnings and profits.
Repurchase Agreements Risk
In the event of a default or bankruptcy by a selling financial institution under a repurchase agreement, the Fund will seek to sell the underlying security serving as collateral. However, this could involve certain costs or delays, and, to the extent that proceeds from any sale were less than the repurchase price, the Fund could suffer a loss.
Zero-Coupon Bond Risk
Zero-coupon bonds are issued at a significant discount from their principal amount in lieu of paying interest periodically. Because zero-coupon bonds do not pay current interest in cash, their value is subject to greater fluctuation in response to changes in market interest rates than bonds that pay interest currently. Zero-coupon bonds allow an issuer to avoid the need to generate cash to meet current interest payments. Accordingly, such bonds may involve greater credit risks than bonds paying interest currently in cash. The Fund is required to accrue interest income on such investments and to distribute such amounts at least annually to shareholders even though the investments do not make any current interest payments. Thus, it may be necessary at times for the Fund to liquidate other investments in order to satisfy its distribution requirements under the Code.
Operational and Information Security Risks
The Fund and its service providers depend on complex information technology and communications systems to conduct business functions, making them susceptible to operational and information security risks. Any problems relating to the performance and effectiveness of security procedures used by the Fund or its service providers to protect the Funds assets, such as algorithms, codes, passwords, multiple signature systems, encryption and telephone call-backs, may have an adverse impact on an investment in the Fund. For example, design or system failures or malfunctions, human error, faulty software or data processing systems, power or communications outages, acts of God, or cyber- attacks may lead to operational disruptions and potential losses to the Fund. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information and causing operational disruption. Successful cyber-attacks against, or security breakdowns of, the Fund or its Adviser, custodian, fund accountant, fund administrator, transfer agent, pricing vendors and/or other third party service providers may adversely impact the Fund and its shareholders. For instance, cyber-attacks or other operational issues may interfere with the processing of shareholder transactions, impact the Funds ability to calculate its NAV, cause the release of private shareholder information or confidential Fund information, impede trading, cause reputational damage, and subject the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. The Fund also may incur substantial costs for cybersecurity risk management in order to guard against any cyber incidents in the future.
Furthermore, as the Funds assets grow, it may become a more appealing target for cybersecurity threats such as hackers and malware. In general, cyber-attacks result from deliberate attacks but unintentional events may have effects similar to those caused by cyber-attacks. Additionally, outside parties may attempt to fraudulently induce employees of the Fund or the Adviser or its service providers to disclose sensitive information in order to gain access to the Funds infrastructure. Similar types of risks also are present for issuers of securities in which the Fund invests, which could result in material adverse consequences for such issuers, and may cause the Funds investment in such securities to lose value. In addition, cyber- attacks involving a counterparty to the Fund could affect such a counterpartys ability to meet its obligations to the Fund, which may result in losses to the Fund and its shareholders. In addition, the adoption of work-from-home arrangements by the Fund, the Adviser or its service providers could increase all of the above risks, create additional data and information accessibility concerns, and make the Fund, the Adviser or its service providers more susceptible to operational disruptions, any of which could adversely impact their operations. While the Fund or its service providers may have established business continuity plans and systems designed to guard against such operational
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Summary of Updated Information Regarding the Fund (Cont.) |
failures and cyber-attacks and the adverse effects of such events, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified, in large part because different, evolving or unknown threats or risks may emerge in the future. The Adviser and the Fund do not control the business continuity and cybersecurity plans and systems put in place by third-party service providers, and such third-party service providers may have no or limited indemnification obligations to the Adviser or the Fund.
Preferred Securities Risk
In addition to many of the risks associated with both debt securities (e.g., interest rate risk and credit risk) and common shares or other equity securities, preferred securities typically contain provisions that allow an issuer, under certain conditions, to skip (in the case of noncumulative preferred securities) or defer (in the case of cumulative preferred securities) dividend payments. If the Fund owns a preferred security that is deferring its distributions, the Fund may be required to report income for tax purposes while it is not receiving any distributions.
In addition, preferred securities typically do not provide any voting rights, except in some cases in which dividends are in arrears beyond a certain time period, which varies by issue. Preferred securities are generally subordinated to bonds and other debt instruments in a companys capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than those debt instruments. Preferred securities may be substantially less liquid than many other securities.
Other Investment Companies Risk
As a shareholder in an investment company, the Fund will bear its ratable share of that investment companys expenses, and would remain subject to payment of the Funds investment management fees with respect to the assets so invested. Common Shareholders would therefore be subject to duplicative expenses to the extent the Fund invests in other investment companies. In addition, these other investment companies may use leverage, in which case an investment would subject the Fund to additional risks associated with leverage.
Anti-Takeover Provisions Risk
The Funds Declaration of Trust includes provisions that could limit the ability of other entities or persons to acquire control of the Fund or to convert the Fund to open-end status. These provisions in the Declaration of Trust could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares or at NAV.
Fund Organizational Structure
At a meeting on May 19, 2022, the Board of Trustees (the Board) adopted Amended and Restated Bylaws, dated May 19, 2022 (the Amended and Restated Bylaws).
Among other changes, the Amended and Restated Bylaws establish certain minimum qualifications for individuals nominated, elected, appointed, and/or qualified to serve as Trustees, including additional qualifications specific to serving as a Trustee who is not an interested person (as defined in the Investment Company Act of 1940) of the Fund. The Amended and Restated Bylaws also authorize the Board to require Trustees and nominees for election to the Board to agree to comply with such policies relating to corporate governance, business ethics, confidentiality, and other matters as the Board may establish in its discretion.
The Amended and Restated Bylaws require persons desiring to bring shareholder proposals or nominations before an annual meeting of shareholders to provide longer advance notice to the Fund than did the existing Bylaws. The Amended and Restated Bylaws also require compliance with additional procedural and informational requirements in connection with the advance notice of shareholder proposals or nominations, including, for example, information that may be relevant to assessing an individuals qualifications to serve as a Trustee and his or her investment alignment with other shareholders of the Fund. The Amended and Restated Bylaws require that a shareholder making a proposal or nomination to be considered at a meeting of shareholders must have held shares of the Fund for at least one year at the time of delivering notice of the proposal or nomination. Any shareholder considering making a proposal or nomination should carefully review and comply with those and the other provisions of the Amended and Restated Bylaws.
The Amended and Restated Bylaws provide that, with respect to an election of Trustees, a nominee receiving the affirmative vote of a plurality of the shares voted at any meeting at which a quorum as to the election of Trustees is present shall be elected, except that, with respect to a Contested Election, a nominee receiving the affirmative vote of a majority of the shares outstanding and entitled to vote with respect to the election of Trustees at any meeting at which a quorum as to the election of Trustees is present shall be elected (the Majority Voting Standard). A Contested Election means any election of Trustees in which the number of
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persons nominated for election as Trustees with respect to a given class or series of shares in accordance with the Amended and Restated Bylaws exceeds the number of Trustees to be elected with respect to such class or series, with the determination that any election of Trustees is a Contested Election to be made by the Secretary or any Assistant Secretary of the Fund prior to such election of Trustees. The Amended and Restated Bylaws provide that, in the event that a current Trustee is not reelected and no successor to such Trustee is elected and qualified (in either case, because the required vote or quorum is not obtained or for any other reason), that current Trustee shall continue to serve as a Trustee and remain a member of the relevant class of Trustees, holding office for an additional three-year term.
The provisions of the Amended and Restated Bylaws described above may have the effect of delaying a change of control of the Fund.
The preceding discussion is only a high-level summary of certain aspects of the Amended and Restated Bylaws, and is qualified in its entirety by reference to the Amended and Restated Bylaws. Shareholders should refer to the Amended and Restated Bylaws for more information. A copy of the Amended and Restated Bylaws is filed as an exhibit to this Form N-CSR. The Amended and Restated Bylaws also may be obtained at no charge by calling 1 (877) DLINE 11 / 1 (877) 354-6311.
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The portfolio managers for the Fund are Jeffrey E. Gundlach (since the Funds inception) and Jeffrey J. Sherman (since the Funds inception). Since the Funds last annual report to shareholders, there have been no changes in the persons who are primarily responsible for the day-to-day management of the Funds portfolio.
Information About Proxy Voting
Information about how the Fund voted proxies relating to portfolio securities held during the most recent twelve month period ended June 30th is available no later than the following August 31st without charge, upon request, by calling 877-DLine11 (877-354-6311) or email fundinfo@doubleline.com and on the SECs website at www.sec.gov.
A description of the Funds proxy voting policies and procedures is available (i) without charge, upon request, by calling 877-DLine11 (877-354-6311) or email fundinfo@doubleline.com; and (ii) on the SECs website at www.sec.gov.
Information About Portfolio Holdings
The Fund intends to disclose its portfolio holdings on a quarterly basis by posting the holdings on the Funds website. The disclosure will be made by posting the Annual, Semi-Annual and Part F of Form N-PORT filings on the Funds website.
The Fund is required to file its complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. When available, the Funds Part F of Form N-PORT is available on the SECs website at www.sec.gov.
HouseholdingImportant Notice Regarding Delivery of Shareholder Documents
In an effort to conserve resources, the Fund intends to reduce the number of duplicate Annual and Semi-Annual Reports you receive by sending only one copy of each to addresses where we reasonably believe two or more accounts are from the same family. If you would like to discontinue householding of your accounts, please call toll-free 877-DLine11 (877-354-6311) to request individual copies of these documents. We will begin sending individual copies thirty days after receiving your request to stop householding.
The Fund is listed for trading on the NYSE and has filed with the NYSE its annual chief executive officer certification regarding compliance with the NYSEs listing standards. The Fund filed with the SEC the certification of its chief executive officer and principal financial officer required by section 302 of the Sarbanes-Oxley Act.
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Unless the registered owner of Common Shares elects to receive cash by contacting U.S. Bancorp Fund Services, LLC (the Plan Administrator), all dividends, capital gains and returns of capital, if any, declared on Common Shares will be automatically reinvested by the Plan Administrator for shareholders in the Funds Automatic Dividend Reinvestment Plan (the Plan), in additional Common Shares. Common Shareholders who elect not to participate in the Plan will receive all dividends and other distributions payable in cash directly to the shareholder of record (or, if the Common Shares are held in street or other nominee name, then to such nominee) by the Plan Administrator as dividend disbursing agent. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by providing notice in writing to the Plan Administrator at least 5 days prior to the dividend/distribution record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.
Whenever the Fund declares an income dividend, a capital gain distribution or other distribution (collectively referred to as dividends) payable either in shares or cash, non-participants in the Plan will receive cash and participants in the Plan will receive a number of Common Shares, determined in accordance with the following provisions. The Common Shares will be acquired by the Plan Administrator for the participants accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized Common Shares from the Fund (Newly Issued Common Shares) or (ii) by purchase of outstanding Common Shares on the open market (Open- Market Purchases) on the New York Stock Exchange or elsewhere. If, on the payment date for any Dividend, the market price per Common Share plus estimated brokerage trading fees is equal to or greater than the NAV per Common Share (such condition is referred to here as market premium), the Plan Administrator shall receive Newly Issued Common Shares, including fractions of shares from the Fund for each Plan participants account. The number of Newly Issued Common Shares to be credited to each participants account will be determined by dividing the dollar amount of the Dividend by the NAV per Common Share on the date of issuance; provided that, if the NAV per Common Share is less than or equal to 95% of the current market value on the date of issuance, the dollar amount of the Dividend will be divided by 95% of the market price per Common Share on the date of issuance for purposes of determining the number of shares issuable under the Plan. If, on the payment date for any Dividend, the NAV per Common Share is greater than the market value plus estimated brokerage trading fees (such condition being referred to here as a market discount), the Plan Administrator will seek to invest the Dividend amount in Common Shares acquired on behalf of the participants in Open-Market Purchases.
In the event of a market discount on the payment date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the Common Shares trade on an ex-dividend basis or in no event more than 30 days after the record date for such Dividend, whichever is sooner (the Last Purchase Date), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases. It is contemplated that the Fund will pay monthly Dividends. If, before the Plan Administrator has completed its Open-Market Purchases, the market price per Common Share exceeds the NAV per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the NAV of the Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. If the Plan Administrator is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open- Market Purchases and may instead receive the Newly Issued Common Shares from the Fund for each participants account, in respect of the uninvested portion of the Dividend, at the NAV per Common Share at the close of business on the Last Purchase Date provided that, if the NAV is less than or equal to 95% of the then current market price per Common Share, the dollar amount of the Dividend will be divided by 95% of the market price on the date of issuance for purposes of determining the number of shares issuable under the Plan.
The Plan Administrator maintains all registered shareholders accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Administrator in non-certificated form in the name of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.
In the case of Common Shares owned by a beneficial owner but registered with the Plan Administrator in the name of a nominee, such as a bank, a broker or other financial intermediary (each, a Nominee), the Plan Administrator will administer the Plan on the basis of the number of Common Shares certified from time to time by the Nominee as participating in the Plan. The Plan Administrator will not take instructions or elections from a beneficial owner whose Common Shares are registered with the Plan Administrator in the name of a Nominee. If a beneficial owners Common Shares are held through a Nominee and are not registered with the Plan Administrator as participating in the Plan, neither the beneficial owner nor the Nominee will be participants in or have distributions reinvested under the Plan with respect to those Common Shares. If a beneficial owner of
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Dividend Reinvestment Plan (Cont.) |
Common Shares held in the name of a Nominee wishes to participate in the Plan, and the Shareholders Nominee is unable or unwilling to become a registered shareholder and a Plan participant with respect to those Common Shares on the beneficial owners behalf, the beneficial owner may request that the Nominee arrange to have all or a portion of his or her Common Shares registered with the Plan Administrator in the beneficial owners name so that the beneficial owner may be enrolled as a participant in the Plan with respect to those Common Shares. Please contact your Nominee for details or for other possible alternatives. Participants whose shares are registered with the Plan Administrator in the name of one Nominee may not be able to transfer the shares to another firm or Nominee and continue to participate in the Plan.
There will be no brokerage charges with respect to Common Shares issued directly by the Fund as a result of dividends payable either in Common Shares or in cash. However, each participant will pay a pro rata share of brokerage trading fees incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. Participants that request a sale of Common Shares through the Plan Administrator are subject to brokerage commissions.
The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.
All correspondence, questions, or requests for additional information concerning the Plan should be directed to the Plan Administrator by calling toll-free 877-DLine11 (877-354-6311) or by writing to U.S. Bancorp Fund Services, LLC at P.O. Box 701, Milwaukee, WI 53201. Be sure to include your name, address, daytime phone number, Social Security or tax I.D. number and a reference to DoubleLine Yield Opportunities Fund on all correspondence.
The Plan Administrator accepts instructions only from the registered owners of accounts. If you purchased or hold your Fund shares through an intermediary, in most cases your intermediarys nominee will be the registered owner with the Fund. Accordingly, questions regarding your participation in the Plan or the terms of any reinvestments should be directed to your intermediary in the first instance.
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What Does DoubleLine Do With Your Personal Information?
This notice provides information about how DoubleLine (we and our) collects, shares, and protects your personal information, and how you might choose to limit our ability to share certain information about you. Please read this notice carefully.
Why do we need your personal information?
All financial companies need to share customers personal information to run their everyday businesses, to appropriately tailor the services offered to you (where applicable), and to comply with our regulatory obligations. Accordingly, information, confidential and proprietary, plays an important role in the success of our business. However, we recognize that you have entrusted us with your personal and financial data, and we recognize our obligation to keep this information secure. Maintaining your privacy is important to us, and we hold ourselves to a high standard in its safekeeping and use. Most importantly, DoubleLine does not sell its customers non-public personal information to any third parties. DoubleLine uses its customers non-public personal information primarily to complete financial transactions that its customers request (where applicable), to make its customers aware of other financial products and services offered by a DoubleLine affiliated company, and to satisfy obligations we owe to regulatory bodies.
Information we may collect
We may collect various types of personal data about you, including:
| Your personal identification information, which may include your name and passport information, your IP address, politically exposed person (PEP) status, and such other information as may be necessary for us to provide our services to you and to complete our customer due diligence process and discharge anti-money laundering obligations; |
| Your contact information, which may include postal address and e-mail address and your home and mobile telephone numbers; |
| Your family relationships, which may include your marital status, the identity of your spouse and the number of children that you have; |
| Your professional and employment information, which may include your level of education and professional qualifications, your employment, employers name and details of directorships and other offices which you may hold; and |
| Financial information, risk tolerance, sources of wealth and your assets, which may include details of shareholdings and beneficial interests in financial instruments, your bank details and your credit history. |
Where do we obtain your personal information?
DoubleLine may collect non-public information about you from the following sources:
| Information we receive about you on applications or other forms; |
| Information you may give us orally; |
| Information about your transactions with us or others; |
| Information you submit to us in correspondence, including emails or other electronic communications; and |
| Information about any bank account you use for transfers between your bank account and any Fund account, including information provided when effecting wire transfers. |
Information Collected from Websites
Websites maintained by DoubleLine or its service providers may use a variety of technologies to collect information that help DoubleLine and its service providers understand how the website is used. Information collected from your web browser (including small files stored on your device that are commonly referred to as cookies) allow the websites to recognize your web browser and help to personalize and improve your user experience and enhance navigation of the website. You can change your cookie preferences by changing the setting on your web browser to delete or reject cookies. If you delete or reject cookies, some website pages may not function properly. Our websites may contain links are maintained or controlled by third parties, each of which has privacy policies which may differ, in some cases significantly, from the privacy policies described in this notice. Please read the privacy policies of such third parties and understand that accessing their websites is at your own risk. Please contact your DoubleLine representative if you would like to receive more information about the privacy policies of third parties.
We also use web analytics services, which currently include but are not limited to Google Analytics and Adobe Analytics. Such web analytics services use cookies and similar technologies to evaluate visitors use of the domain, compile statistical reports on domain activity, and provide other services related to our websites. For more information about Google Analytics, or to opt out of Google Analytics, please go to https://tools.google.com/dlpage/gaoptout. For more information about Adobe Analytics, or to opt out of Adobe Analytics, please go to: http://www.adobe.com/privacy/opt-out.html
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DoubleLine Privacy Policy Notice (Cont.) |
How and why we may share your information
DoubleLine does not disclose any non-public personal information about our customers or former customers without the customers authorization, except that we may disclose the information listed above, as follows:
| It may be necessary for DoubleLine to provide information to nonaffiliated third parties in connection with our performance of the services we have agreed to provide to the Funds or you. For example, it might be necessary to do so in order to process transactions and maintain accounts. |
| DoubleLine will release any of the non-public information listed above about a customer if directed to do so by that customer or if DoubleLine is authorized by law to do so, such as in the case of a court order, legal investigation, or other properly executed governmental request. |
| In order to alert a customer to other financial products and services offered by an affiliate, DoubleLine may share information with an affiliate, including companies using the DoubleLine name. Such products and services may include, for example, other investment products offered by a DoubleLine company. If you prefer that we not disclose non-public personal information about you to our affiliates for this purpose, you may direct us not to make such disclosures (other than disclosures permitted by law) by calling (213) 633-8200. If you limit this sharing and you have a joint account, your decision will be applied to all owners of the account. |
We will limit access to your personal account information to those agents and vendors who need to know that information to provide products and services to you. Your information is not provided by us to nonaffiliated third parties for marketing purposes. We maintain physical, electronic, and procedural safeguards to guard your non-public personal information.
Notice related to the California Consumer Privacy Act (CCPA) and to natural persons residing in the State of California
DoubleLine collects and uses information that identifies, describes, references, links or relates to, or is associated with, a particular consumer or device (Personal Information). Personal Information we collect from our customers, website visitors and consumers is covered under the Gramm-Leach-Bliley Act and is therefore excluded from the scope of the California Consumer Privacy Act (CCPA).
Notice to natural persons residing in the European Economic Area (the EEA)
If you reside in the EEA, we may transfer your personal information outside the EEA, and will ensure that it is protected and transferred in a manner consistent with legal requirements applicable to the information. This can be done in a number of different ways, for instance:
| the country to which we send the personal information may have been assessed by the European Commission as providing an adequate level of protection for personal data; |
| the recipient may have signed a contract based on standard contractual clauses approved by the European Commission; or |
| where the recipient is located in the U.S., it may be a certified member of the EU-U.S. Privacy Shield scheme. |
In other circumstances, the law may permit us to otherwise transfer your personal information outside the EEA. In all cases, however, any transfer of your personal information will be compliant with applicable data protection law.
Retention of personal information and security
Your personal information will be retained for as long as required:
| for the purposes for which the personal information was collected; |
| in order to establish or defend legal rights or obligations or to satisfy any reporting or accounting obligations; and/or |
| as required by data protection laws and any other applicable laws or regulatory requirements, including, but not limited to, U.S. laws and regulations applicable to our business. |
We will undertake commercially reasonable efforts to protect the personal information that we hold with appropriate security measures.
Access To and Control of Your Personal Information
Depending on your country of domicile, you may have the following rights in respect of the personal information about you that we process:
| the right to access and port personal information; |
| the right to rectify personal information; |
| the right to restrict the use of personal information; |
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| the right to request that personal information is erased; and |
| the right to object to processing of personal information. |
Although you have the right to request that your personal information be deleted at any time, applicable laws or regulatory requirements may prohibit us from doing so. If you are an investor in the DoubleLine funds, certain of the rights described above that may apply to direct clients of DoubleLine domiciled or resident outside the United States will not apply to you. In addition, if you invest in a DoubleLine fund through a financial intermediary, DoubleLine may not have access to personal information about you.
If you wish to exercise any of the rights set out above, please contact privacy@doubleline.com.
Changes to DoubleLines Privacy Policy
As required by U.S. federal law, DoubleLine will notify customers of DoubleLines Privacy Policy annually. DoubleLine reserves the right to modify its privacy policy at any time, but in the event that there is a change that affects the content of this notice materially, DoubleLine will promptly inform its customers of that change in accordance with applicable law.
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Investment Adviser:
DoubleLine Capital LP
2002 North Tampa Street
Suite 200
Tampa, FL 33602
Administrator and Transfer Agent:
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
Custodian:
U.S. Bank, N.A.
1555 North River Center Drive
Suite 302
Milwaukee, WI 53212
Independent Registered Public Accounting Firm:
Deloitte & Touche LLP
695 Town Center Drive
Suite 1200
Costa Mesa, CA 92626
Legal Counsel:
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
Contact Information:
doubleline.com
fundinfo@doubleline.com
(877) DLine11 or (877) 354-6311
DL-ANNUAL-DLY
DoubleLine || 2002 North Tampa Street, Suite 200 || Tampa, FL 33602 || (813) 791-7333
fundinfo@doubleline.com || www.doubleline.com
(b) | Not applicable. |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrants principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the registrants Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrants board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Raymond B. Woolson is the audit committee financial expert and is considered to be independent as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. Audit services refer to performing an audit of the registrants annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. Audit-related services refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. Tax services refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no Other services provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
FYE 9/30/2022 | FYE 9/30/2021 | |||
( a ) Audit Fees |
$97,932 | $111,800 | ||
( b ) Audit-Related Fees |
N/A | N/A | ||
( c ) Tax Fees |
$11,021 | $10,496 | ||
( d ) All Other Fees |
N/A | N/A |
(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.
(e)(2) The percentage of fees billed by Deloitte & Touche LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
FYE 9/30/2022 | FYE 9/30/2021 | |||
Audit-Related Fees |
0% | 0% | ||
Tax Fees |
0% | 0% | ||
All Other Fees |
0% | 0% |
(f) All of the principal accountants hours spent on auditing the registrants financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
(g) The following table indicates the non-audit fees billed or expected to be billed by the registrants accountant for services to the registrant and to the registrants investment adviser (and any other controlling entity, etc.not sub-adviser) for the last two years.
Non-Audit Related Fees |
FYE 9/30/2022 | FYE 9/30/2021 | ||
Registrant |
$11,021 | $10,496 | ||
Registrants Investment Adviser |
N/A | N/A |
(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrants investment adviser is compatible with maintaining the principal accountants independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountants independence.
(i) The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.
(j) The registrant is not a foreign issuer.
Item 5. Audit Committee of Listed Registrants.
(a) | The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the Act) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Joseph J. Ciprari, John C. Salter, and Raymond B. Woolson. |
Item 6. Investments.
(a) | Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
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DoubleLine Funds Trust
DoubleLine ETF Trust
DoubleLine Capital LP
DoubleLine Alternatives LP
DoubleLine ETF Adviser LP
DoubleLine Private Funds
DoubleLine Opportunistic Credit Fund
DoubleLine Income Solutions Fund
DoubleLine Yield Opportunities Fund
DoubleLine Shiller CAPE® Enhanced Income Fund
Proxy Voting, Corporate Actions and Class Actions Policy
I. | Background |
This Proxy Voting, Corporate Actions and Class Actions Policy (Policy) is adopted by DoubleLine Capital LP, DoubleLine Alternatives LP and DoubleLine ETF Adviser LP (each, as applicable, DoubleLine, the Adviser or the Firm), DoubleLine Funds Trust (DFT) DoubleLine ETF Trust (DET), the DoubleLine Opportunistic Credit Fund (DBL) the DoubleLine Income Solutions Fund (DSL), the DoubleLine Yield Opportunities Fund (DLY) and the DoubleLine Shiller CAPE® Enhanced Income Fund (DUB and, together with DFT, DET, DBL, DSL, and DLY , collectively, the Funds) to govern the voting of proxies related to securities held by the Funds and actions taken with respect to corporate actions and class actions affecting such securities, and to provide a method of reporting the actions taken and overseeing compliance with regulatory requirements.
Each private investment fund (such as, but not limited to), the DoubleLine Opportunistic Income Master Fund LP (and its related entities), the DoubleLine Opportunistic CMBS/CRE Fund LP (and its related entities), and the DoubleLine Mortgage Opportunities Master Fund LP (and its related entities), each of which is a Private Fund and, collectively, the Private Funds) managed by DoubleLine also adopts this Policy.
DoubleLine generally will exercise voting, corporate actions and class actions authority on behalf of its separate account clients (Separate Account Clients and together with the Funds and Private Funds, the Clients) only where a Client has expressly delegated authority in writing to DoubleLine and DoubleLine has accepted that responsibility. Separate Account Clients that do not provide written authorization for DoubleLine to exercise voting authority are responsible for their own proxy voting, corporate actions and class actions and this Policy does not apply to them.
To the extent that voting a proxy or taking action with respect to a class action or corporate action (in each case, a proposal) is desirable, DoubleLine (or its designee) will seek to take action on such proposal in a manner that it believes is most likely to enhance the economic value of the underlying securities held in Client accounts. With respect to proposals not otherwise covered by the Guidelines herein, DoubleLine (or its designee) will seek to consider each proposal on a case-by-case basis from the perspective of each affected Client, taking into consideration the proxy voting agents recommendation, any relevant contractual obligations as well as other relevant facts and circumstances at the time of the vote. In the event proxy voting requests are sent on shares no longer owned by Clients, DoubleLine may choose to not vote such shares. DoubleLine will not respond to proxy solicitor requests unless DoubleLine determines that it is in the best interest of a Client to do so.
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II. | Issue |
Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the Rule), requires every investment adviser who exercises voting authority with respect to client securities to adopt and implement written policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interest of its clients. The procedures must address material conflicts that may arise between DoubleLine and a Client in connection with proxy voting. The Rule further requires the adviser to provide a concise summary of the advisers proxy voting policies and procedures and to provide copies of the complete proxy voting policy and procedures to clients upon request. Lastly, the Rule requires that the adviser disclose to clients how they may obtain information on how the adviser voted their proxies.1
III. | Policy Proxies and Corporate Actions; Role of Third-Party Proxy Agent |
To assist DoubleLine in carrying out its proxy voting obligations, DoubleLine has retained a third-party proxy voting service provider, currently Glass, Lewis & Co. (Glass Lewis), as its proxy voting agent. Pursuant to an agreement with DoubleLine, Glass Lewis obtains proxy ballots with respect to securities held by one or more Client accounts advised by DoubleLine, evaluates the individual facts and circumstances relating to any proposal, and, except as otherwise provided below, votes on any such proposal in accordance with the Guidelines set forth in Attachment A hereto (the Guidelines).
In the event that a proposal is not adequately addressed by the Guidelines, Glass Lewis will make a recommendation to DoubleLine as to how to vote on such proposal. The portfolio manager or other authorized person of the relevant Client account will review the proposal, including a review of the recommendation made by Glass Lewis, and will vote in line with the recommendation or instruct Glass Lewis to vote the Clients securities against Glass Lewis recommendation when DoubleLine believes doing so is in the best interests of the applicable Client. The portfolio manager or authorized person shall record the reasons for voting against Glass Lewis recommendation and shall provide that written record to the Chief Compliance Officer or his/her designee. In the absence of a timely instruction from DoubleLine to the contrary, Glass Lewis will vote in accordance with its recommendation. In the event that Glass Lewis does not provide a recommendation with respect to a proposal, DoubleLine may vote on any such proposal in its discretion and in a manner consistent with this Policy after conducting a reasonable investigation of the proposal.
In the event that DoubleLine determines that a recommendation of Glass Lewis (or of any other third-party proxy voting service retained by DoubleLine) was based on a material factual error, DoubleLine will investigate the error, taking into account, among other things, the nature of the error and the related recommendation, and seek to determine whether Glass Lewis recommendation was affected by the error and whether Glass Lewis (or any other third-party proxy voting service retained by DoubleLine) is taking reasonable steps to reduce similar errors in the future. DoubleLine will also inform the Chief Compliance Officer of the error so that he can determine whether to conduct a more detailed review of Glass Lewis (or any other third-party proxy voting service retained by DoubleLine).
The Guidelines provide a basis for making decisions in the voting of proxies and taking action with respect to class actions or corporate actions for Clients. When voting proxies or taking action with respect to class actions or corporate actions, DoubleLines utmost concern in exercising its duties of loyalty and care is that all decisions be made on an informed basis and in the best interests of the Client and with the goal of
1 The Commission clarified an investment advisers proxy voting responsibilities in an August 2019 release (IA-5325). The Commission further published supplementary guidance, effective September 3, 2020, regarding the proxy voting responsibilities of investment advisers (IA-5547).
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maximizing the value of the Clients investments. With this goal in mind, the Guidelines cover various categories of voting decisions and generally specify whether DoubleLine (or its designee) will vote (assuming it votes at all) for or against a particular type of proposal. The applicable portfolio managers who are primarily responsible for evaluating the individual holdings of the relevant Client are responsible in the first instance for overseeing the voting of proxies and taking action with respect to corporate actions for such Client (though they are not expected to conduct an independent review of each such corporate action.). Such portfolio managers may, in their discretion, vote proxies or take action with respect to class actions or corporate actions in a manner that is inconsistent with the Guidelines (or instruct Glass Lewis to do so) when they determine, after conducting a reasonable investigation, that doing so is in the best interests of the Client. In making any such determination, the portfolio managers may, in their discretion, take into account the recommendations of appropriate members of DoubleLines executive and senior management, other investment personnel and, if desired, an outside service.
Limitations of this Policy. This Policy applies to voting and/or consent rights of securities held by Clients. DoubleLine (or its designee) will, on behalf of each Client (including the Funds or the Private Funds) vote in circumstances such as, but not limited to, plans of reorganization, and waivers and consents under applicable indentures. This Policy does not apply, however, to consent rights that primarily represent decisions to buy or sell investments, such as tender or exchange offers, conversions, put options, redemption and Dutch auctions. Such decisions, while considered not to be covered within this Policy, shall be made with the Clients best interests in mind. In certain limited circumstances, particularly in the area of structured finance, DoubleLine may, on behalf of Clients, enter into voting agreements or other contractual obligations that govern the voting of shares. In the event of a conflict between any such contractual requirements and the Guidelines, DoubleLine (or its designee) will vote in accordance with its contractual obligations.
In addition, where DoubleLine determines that there are unusual costs to the Client and/or difficulties associated with voting on a proposal, which more typically might be the case with respect to proposals relating to non-U.S. issuers, DoubleLine reserves the right to not vote on a proposal unless DoubleLine determines that the expected benefits of voting on such proposal exceed the expected cost to the Client, such as in situations where a jurisdiction imposes share blocking restrictions which may affect the ability of the portfolio managers to effect trades in the related security. When contacting a client is reasonable and not cost- or time-prohibitive, DoubleLine will seek to consult with its Clients in such circumstances (where it has determined not to vote as a result of unusual costs and/or difficulties) unless the investment management agreement or other written arrangement with the applicable Client gives DoubleLine authority to act in its own discretion.
Records of all proxies, class actions or corporate actions received shall be retained by the Chief Risk Officer or designee. Such records shall include whether DoubleLine voted such proxy or corporate actions and, if so, how the proxy was voted or what action was taken with respect to the corporate action or class action. The records also shall be transcribed into a format such that any Clients overall proxy and corporate actions voting record can be provided upon request.
DoubleLine provides no assurance to former clients that applicable proxy, class actions or corporate actions information will be delivered to them.
IV. | Proofs of Claim |
DoubleLine does not complete proofs-of-claim on behalf of Clients for current or historical holdings other than for the Funds and Private Funds; however, DoubleLine will provide reasonable assistance to Clients with collecting information relevant to filing proofs-of-claim when such information is in the possession of DoubleLine. DoubleLine does not undertake to complete or provide proofs-of-claim for securities that had
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been held by any former client. DoubleLine will complete proofs-of-claim for the Funds and Private Funds, or provide reasonable access to the applicable Funds or Private Funds administrator to file such proofs-of-claim when appropriate.
V. | Class Actions Policy |
In the event that Client securities become the subject of a class action lawsuit, DoubleLine will assess the potential value to Clients in participating in such legal action and such other factors as it deems appropriate. If DoubleLine decides that participating in the class action is in the Clients best interest, DoubleLine will recommend that the Client or its custodian submit appropriate documentation on the Clients behalf, subject to contractual or other authority. DoubleLine may consider any relevant information in determining whether participation in a class action lawsuit is in a Clients best interest, including the costs that likely would be incurred by the Client and the resources that likely would be expended in participating in the class action, including in comparison to the Client pursuing other legal recourse against the issuer. DoubleLine also may choose to notify Clients (other than the Funds and the Private Funds) of the class action without making a recommendation as to participation, which would allow Clients to decide how or if to proceed.
DoubleLine provides no assurance to former clients that applicable class action information will be delivered to them.
VI. | Procedures for Lent Securities and Issuers in Share-blocking Countries |
At times, DoubleLine may not be able to take action in respect of a proposal on behalf of a Client when the Clients relevant securities are on loan in accordance with a securities lending program and/or are controlled by a securities lending agent or custodian acting independently of DoubleLine. Notwithstanding this fact, in the event that DoubleLine becomes aware of a proposal on which a Clients securities may be voted and with respect to which the outcome of such proposal could reasonably be expected to enhance the economic value of the Clients position and some or a portion of that position is lent out, DoubleLine will make reasonable efforts to inform the Client that DoubleLine will not able to take action with respect to such proposal until and unless the lent security is recalled. When such situations relate to the Funds or the Private Funds, DoubleLine will take reasonable measures to recall the lent security in order to take action timely. There can be no assurance that any lent security will be returned timely.
In certain markets where share blocking occurs, shares must be frozen for trading purposes at the custodian or sub-custodian in order to vote. During the time that shares are blocked, any pending trades will not settle. Depending on the market, this period can last from one day to three weeks. Any sales that must be executed will settle late and potentially will be subject to interest charges or other punitive fees. For this reason, in blocking markets, DoubleLine retains the right to vote or not, based on the determination of DoubleLines investment personnel as to whether voting would be in the Clients best interest under the circumstances.
VII. | Proxy Voting Committee; Oversight |
DoubleLine has established a proxy voting committee (the Committee) with a primary responsibility of overseeing compliance with this Policy. The Committee, made up of non-investment executive officers, the Chief Risk Officer, and the Chief Compliance Officer (or his/her designee), meets on an as-needed basis. The Committee will (1) monitor compliance with the Policy, including by periodically sampling proxy votes for review, (2) review, no less frequently than annually, the adequacy of this Policy to ensure that such Policy has been effectively implemented and that the Policy, including the Guidelines, continues to be designed to ensure that proxies are voted in the best interests of Clients, (3) periodically review, as
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needed, the adequacy and effectiveness of Glass Lewis or other third-party proxy voting services retained by DoubleLine, including its process for seeking timely input from issuers, whether such firm has the capacity and competency to adequately analyze voting matters, the processes and methodologies employed by such firm and instances where an issuer has challenged Glass Lewis or other third-party proxy voting service recommendations, and (4) review potential conflicts of interest that may arise under this Policy, including changes to the businesses of DoubleLine, Glass Lewis or other third-party proxy voting services retained by DoubleLine to determine whether those changes present new or additional conflicts of interest that should be addressed by this Policy.
The Committee shall have primary responsibility for managing DoubleLines relationship with Glass Lewis and/or any other third-party proxy voting service provider, including overseeing their compliance with this Policy generally as well as reviewing periodically instances in which (i) DoubleLine overrides a recommendation made by Glass Lewis; (ii) Glass Lewis does not provide a recommendation with respect to a proposal, or (iii) instances when Glass Lewis commits one or more material errors. The Committee shall also periodically review DoubleLines relationships with such entities more generally, including for potential conflicts of interest relevant to such entities and whether DoubleLines relationships with such entities should continue.
VIII. | Procedures for Material Conflicts of Interest |
The portfolio managers will seek to monitor for conflicts of interest arising between DoubleLine and a Client with respect to proxy voting, class actions and corporate actions and shall report any such conflict identified by the portfolio managers to the Committee. Should material conflicts of interest arise between DoubleLine and a Client as to a proposal, the proposal shall be brought to the attention of the Committee, who shall involve other executive managers, legal counsel (which may be DoubleLines in-house counsel or outside counsel) or the Chief Compliance Officer as may be deemed necessary or appropriate by the Committee to attempt to resolve such conflicts. The Committee shall determine the materiality of such conflict if the conflict cannot be resolved. (An example of a specific conflict of interest that should be brought to the Committee is a situation where a proxy contest involves securities issued by a Client. When in doubt as to the existence or materiality of a potential conflict, portfolio managers shall bring the proposal to the attention of the Committee.)
If, after appropriate review, a material conflict between DoubleLine and a Client is deemed to exist, DoubleLine will seek to resolve any such conflict in the best interest of the Client whose assets it is voting by pursuing any one of the following courses of action: (i) voting (or not voting) in accordance with the Guidelines; (ii) convening a Committee meeting to assess available measures to address the conflict and implementing those measures; (iii) voting in accordance with the recommendation of an independent third-party service provider chosen by the Committee; (iv) voting (or not voting) in accordance with the instructions of such Client; (v) or not voting with respect to the proposal if consistent with DoubleLines fiduciary obligations.
Investments in the DoubleLine Funds. In the event that DoubleLine has discretionary authority to vote shares of a Fund owned by all Clients (including the Funds), DoubleLine will vote the shares of such Fund in the same proportion as the votes of the other beneficial shareholders of such Fund. Under this echo voting approach, DoubleLines voting of a Funds shares would merely amplify the votes already received from such Funds other shareholders. DoubleLines potential conflict is therefore mitigated by replicating the voting preferences expressed by the Funds other shareholders.
IX. | Procedures for Proxy Solicitation |
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In the event that any employee of DoubleLine receives a request to reveal or disclose DoubleLines voting intention on a specific proxy event to a third party, the employee must forward the solicitation request to the Chief Compliance Officer or designee. Such requests shall be reviewed with the Committee or appropriate executive and senior management. Any written requests shall be retained with the proxy files maintained by the Chief Operating Officer or designee.
X. | Additional Procedures for the Funds |
A. Filing Form N-PX
Rule 30b1-4 under the Investment Company Act of 1940 requires open-end and closed-end management investment companies to file an annual record of proxies voted by a Fund on Form N-PX. Form N-PX must be filed each year no later than August 31 and must contain the Funds proxy voting record for the most recent twelve-month period ending June 30.
The Funds rely upon their respective fund administrator to prepare and make their filings on Form N-PX. DoubleLine shall assist the fund administrator by providing information (including by causing such information to be provided by any third party proxy voting service for record comparison purposes as deemed necessary) regarding any proxy votes made for the Funds within the most recent twelve-month period ending June 30. DoubleLine shall retain records of any such votes with sufficient information to make accurate annual Form N-PX filings.
B. Providing Policies and Procedures
Mutual funds (including the Funds) that invest in voting securities are required to describe in their Statements of Additional Information (SAIs) the policies and procedures that they use to determine how to vote proxies relating to securities held in their portfolios. The Funds also may choose to include these policies and procedures as part of their registration statement. Closed-end funds must disclose their proxy voting policies and procedures annually on Form N-CSR.
Funds are required to disclose in shareholder reports that a description of the funds proxy voting policies and procedures is available (i) without charge, upon request, by calling a specified toll-free (or collect) telephone number; (ii) on the funds website, if applicable; and (iii) on the Commissions website at http://www.sec.gov. The fund administrator shall ensure that such disclosures are included when preparing shareholder reports on the Funds behalf. The Funds currently do not provide the proxy policies and procedures on their website.
A Fund is required to send the description of the funds proxy voting policies and procedures within three business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery. The Funds rely upon the fund administrator to provide this service.
XI. | Recordkeeping |
A. | DoubleLine must maintain the documentation described in this Policy for a period of not less than five (5) years from the end of the fiscal year during which the last entry was made on such record, the first two (2) years at its principal place of business. DoubleLine will be responsible for the following procedures and for ensuring that the required documentation is retained, including with respect to class action claims or corporate actions other than proxy voting. DoubleLine has engaged Glass Lewis to retain the aforementioned proxy voting records on behalf of DoubleLine (and its Clients). |
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B. | Client request to review proxy votes: |
Any written request from a Client related to actions taken with respect to a proposal received by any employee of DoubleLine must be retained. Only written responses to oral requests need to be maintained.
The Client Service group will record the identity of the Client, the date of the request, and the disposition (e.g., provided a written or oral response to Clients request, referred to third party, not a proxy voting client, other dispositions, etc.).
In order to facilitate the management of proxy voting record keeping process, and to facilitate dissemination of such proxy voting records to Clients, the Client Service group will distribute to any Client requesting proxy voting information DoubleLines complete proxy voting record for the Client for the period requested. If deemed operationally more efficient, DoubleLine may choose to release its entire proxy voting record for the requested period, with any information identifying a particular Client redacted. The Client Service group shall furnish the information requested, free of charge, to the Client within a reasonable time period (within 10 business days) and maintain a copy of the written record provided in response to Clients written (including e-mail) or oral request. A copy of the written response should be attached and maintained with the Clients written request, if applicable, and stored in an appropriate file.
Clients can require the delivery of the proxy voting record relevant to their accounts for the five year period prior to their request.
C. | Examples of proxy voting records: |
- | Documents prepared or created by DoubleLine in connection with DoubleLines reasonable investigation (or more detailed analysis) of a matter, or that were material to making a decision on how to vote, or that memorialized the basis for the decision. Documentation or notes or any communications received from third parties, other industry analysts, third party service providers, companys management discussions, etc. that were material in the basis for the decision. |
XII. | Disclosure |
The Chief Compliance Officer or designee will ensure that Form ADV Part 2A is updated as necessary to reflect: (i) all material changes to this Policy; and (ii) regulatory requirements related to proxy voting disclosure.
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Attachment A to Proxy Voting, Corporate Actions and Class Actions Policy
Guidelines
The proxy voting decisions set forth below refer to proposals by company management except for the categories of Shareholder Proposals and Social Issue Proposals. The voting decisions in these latter two categories refer to proposals by outside shareholders.
Governance
| For trustee nominees in uncontested elections |
| For management nominees in contested elections |
| For ratifying auditors, except against if the previous auditor was dismissed because of a disagreement with the company or if the fees for non-audit services exceed 51% of total fees |
| For changing the company name |
| For approving other business |
| For adjourning the meeting |
| For technical amendments to the charter and/or bylaws |
| For approving financial statements |
Capital Structure
| For increasing authorized common stock |
| For decreasing authorized common stock |
| For amending authorized common stock |
| For the issuance of common stock, except against if the issued common stock has superior voting rights |
| For approving the issuance or exercise of stock warrants |
| For authorizing preferred stock, except against if the board has unlimited rights to set the terms and conditions of the shares |
| For increasing authorized preferred stock, except against if the board has unlimited rights to set the terms and conditions of the shares |
| For decreasing authorized preferred stock |
| For canceling a class or series of preferred stock |
| For amending preferred stock |
| For issuing or converting preferred stock, except against if the shares have voting rights superior to those of other shareholders |
| For eliminating preemptive rights |
| For creating or restoring preemptive rights |
| Against authorizing dual or multiple classes of common stock |
| For eliminating authorized dual or multiple classes of common stock |
| For amending authorized dual or multiple classes of common stock |
| For increasing authorized shares of one or more classes of dual or multiple classes of common stock, except against if it will allow the company to issue additional shares with superior voting rights |
| For a stock repurchase program |
| For a stock split |
| For a reverse stock split, except against if the company does not intend to proportionally reduce the number of authorized shares |
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Mergers and Restructuring
| For merging with or acquiring another company |
| For recapitalization |
| For restructuring the company |
| For bankruptcy restructurings |
| For liquidations |
| For reincorporating in a different state |
| For spinning off certain company operations or divisions |
| For the sale of assets |
| Against eliminating cumulative voting |
| For adopting cumulative voting |
Board of Trustees
| For limiting the liability of trustees |
| For setting the board size |
| For allowing the trustees to fill vacancies on the board without shareholder approval |
| Against giving the board the authority to set the size of the board as needed without shareholder approval |
| For a proposal regarding the removal of trustees, except against if the proposal limits the removal of trustees to cases where there is legal cause |
| For non-technical amendments to the companys certificate of incorporation, except against if an amendment would have the effect of reducing shareholders rights |
| For non-technical amendments to the companys bylaws, except against if an amendment would have the effect of reducing shareholders rights |
Anti-Takeover Provisions
| Against a classified board |
| Against amending a classified board |
| For repealing a classified board |
| Against ratifying or adopting a shareholder rights plan (poison pill) |
| Against redeeming a shareholder rights plan (poison pill) |
| Against eliminating shareholders right to call a special meeting |
| Against limiting shareholders right to call a special meeting |
| For restoring shareholders right to call a special meeting |
| Against eliminating shareholders right to act by written consent |
| Against limiting shareholders right to act by written consent |
| For restoring shareholders right to act by written consent |
| Against establishing a supermajority vote provision to approve a merger or other business combination |
| For amending a supermajority vote provision to approve a merger or other business combination, except against if the amendment would increase the vote required to approve the transaction |
| For eliminating a supermajority vote provision to approve a merger or other business combination |
| Against adopting supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions |
| Against amending supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions |
| For eliminating supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions |
| Against expanding or clarifying the authority of the board of trustees to consider factors other than the interests of shareholders in assessing a takeover bid |
| Against establishing a fair price provision |
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| Against amending a fair price provision |
| For repealing a fair price provision |
| For limiting the payment of greenmail |
| Against adopting advance notice requirements |
| For opting out of a state takeover statutory provision |
| Against opt into a state takeover statutory provision |
Compensation
| For adopting a stock incentive plan for employees, except decide on a case-by-case basis if the plan dilution is more than 5% of outstanding common stock or if the potential dilution from all company plans, including the one proposed, is more than 10% of outstanding common stock |
| For amending a stock incentive plan for employees, except decide on a case-by-case basis if the minimum potential dilution from all company plans, including the one proposed, is more than 10% of outstanding common stock |
| For adding shares to a stock incentive plan for employees, except decide on a case-by-case basis if the plan dilution is more than 5% of outstanding common stock or if the potential dilution from all company plans, including the one proposed, is more than 10% of outstanding common stock |
| For limiting per-employee option awards |
| For extending the term of a stock incentive plan for employees |
| Case-by-case on assuming stock incentive plans |
| For adopting a stock incentive plan for non-employee trustees, except decide on a case-by-case basis if the plan dilution is more than 5% of outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of outstanding common equity |
| For amending a stock incentive plan for non-employee trustees, except decide on a case-by-case basis if the minimum potential dilution from all plans, including the one proposed, is more than 10% of outstanding common equity |
| For adding shares to a stock incentive plan for non-employee trustees, except decide on a case-by-case basis if the plan dilution is more than 5% of outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity |
| For adopting an employee stock purchase plan, except against if the proposed plan allows employees to purchase stock at prices of less than 85% of the stocks fair market value |
| For amending an employee stock purchase plan, except against if the proposal allows employees to purchase stock at prices of less than 85% of the stocks fair market value |
| For adding shares to an employee stock purchase plan, except against if the proposed plan allows employees to purchase stock at prices of less than 85% of the stocks fair market value |
| For adopting a stock award plan, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity |
| For amending a stock award plan, except against if the amendment shortens the vesting requirements or lessens the performance requirements |
| For adding shares to a stock award plan, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity |
| For adopting a stock award plan for non-employee trustees, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity |
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| For amending a stock award plan for non-employee trustees, except decide on a case-by-case basis if the minimum potential dilution from all plans is more than 10% of the outstanding common equity. |
| For adding shares to a stock award plan for non-employee trustees, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity |
| For approving an annual bonus plan |
| For adopting a savings plan |
| For granting a one-time stock option or stock award, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity |
| For adopting a deferred compensation plan |
| For approving a long-term bonus plan |
| For approving an employment agreement or contract |
| For amending a deferred compensation plan |
| For amending an annual bonus plan |
| For reapproving a stock option plan or bonus plan for purposes of OBRA |
| For amending a long-term bonus plan |
Shareholder Proposals
| For requiring shareholder ratification of auditors |
| Against requiring the auditors to attend the annual meeting |
| Against limiting consulting by auditors |
| Against requiring the rotation of auditors |
| Against restoring preemptive rights |
| For asking the company to study sales, spin-offs, or other strategic alternatives |
| For asking the board to adopt confidential voting and independent tabulation of the proxy ballots |
| Against asking the company to refrain from counting abstentions and broker non-votes in vote tabulations |
| Against eliminating the companys discretion to vote unmarked proxy ballots. |
| For providing equal access to the proxy materials for shareholders |
| Against requiring a majority vote to elect trustees |
| Against requiring the improvement of annual meeting reports |
| Against changing the annual meeting location |
| Against changing the annual meeting date |
| Against asking the board to include more women and minorities as trustees. |
| Against seeking to increase board independence |
| Against limiting the period of time a trustee can serve by establishing a retirement or tenure policy |
| Against requiring minimum stock ownership by trustees |
| Against providing for union or employee representatives on the board of trustees |
| For increasing disclosure regarding the boards role in the development and monitoring of the companys long-term strategic plan |
| For creating a nominating committee of the board |
| Against urging the creation of a shareholder committee |
| Against asking that the chairman of the board of trustees be chosen from among the ranks of the non-employee trustees |
| Against asking that a lead trustee be chosen from among the ranks of the non-employee trustees |
| For adopting cumulative voting |
| Against requiring trustees to place a statement of candidacy in the proxy statement |
| Against requiring the nomination of two trustee candidates for each open board seat |
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| Against making trustees liable for acts or omissions that constitute a breach of fiduciary care resulting from a trustees gross negligence and/or reckless or willful neglect |
| For repealing a classified board |
| Against asking the board to redeem or to allow shareholders to vote on a poison pill shareholder rights plan |
| Against repealing fair price provisions |
| For restoring shareholders right to call a special meeting |
| For restoring shareholders right to act by written consent |
| For limiting the boards discretion to issue targeted share placements or requiring shareholder approval before such block placements can be made |
| For seeking to force the company to opt out of a state takeover statutory provision |
| Against reincorporating the company in another state |
| For limiting greenmail payments |
| Against advisory vote on compensation |
| Against restricting executive compensation |
| For enhancing the disclosure of executive compensation |
| Against restricting trustee compensation |
| Against capping executive pay |
| Against calling for trustees to be paid with company stock |
| Against calling for shareholder votes on executive pay |
| Against calling for the termination of trustee retirement plans |
| Against asking management to review, report on, and/or link executive compensation to non-financial criteria, particularly social criteria |
| Against seeking shareholder approval to reprice or replace underwater stock options |
| For banning or calling for a shareholder vote on future golden parachutes |
| Against seeking to award performance-based stock options |
| Against establishing a policy of expensing the costs of all future stock options issued by the company in the companys annual income statement |
| Against requesting that future executive compensation be determined without regard to any pension fund income |
| Against approving extra benefits under Supplemental Executive Retirement Plans (SERPs) |
| Against requiring option shares to be held |
| For creating a compensation committee |
| Against requiring that the compensation committee hire its own independent compensation consultants-separate from the compensation consultants working with corporate management-to assist with executive compensation issues |
| For increasing the independence of the compensation committee |
| For increasing the independence of the audit committee |
| For increasing the independence of key committees |
Social Issue Proposals
| Against asking the company to develop or report on human rights policies |
| Against asking the company to limit or end operations in Burma |
| For asking management to review operations in Burma |
| For asking management to certify that company operations are free of forced labor |
| Against asking management to implement and/or increase activity on each of the principles of the U.S. Business Principles for Human Rights of Workers in China. |
| Against asking management to develop social, economic, and ethical criteria that the company could use to determine the acceptability of military contracts and to govern the execution of the contracts |
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| Against asking management to create a plan of converting the companys facilities that are dependent on defense contracts toward production for commercial markets |
| Against asking management to report on the companys government contracts for the development of ballistic missile defense technologies and related space systems |
| Against asking management to report on the companys foreign military sales or foreign offset activities |
| Against asking management to limit or end nuclear weapons production |
| Against asking management to review nuclear weapons production |
| Against asking the company to establish shareholder-designated contribution programs |
| Against asking the company to limit or end charitable giving |
| For asking the company to increase disclosure of political spending and activities |
| Against asking the company to limit or end political spending |
| For requesting disclosure of company executives prior government service |
| Against requesting affirmation of political nonpartisanship |
| For asking management to report on or change tobacco product marketing practices, except against if the proposal calls for action beyond reporting |
| Against severing links with the tobacco industry |
| Against asking the company to review or reduce tobacco harm to health |
| For asking management to review or promote animal welfare, except against if the proposal calls for action beyond reporting |
| For asking the company to report or take action on pharmaceutical drug pricing or distribution, except against if the proposal asks for more than a report |
| Against asking the company to take action on embryo or fetal destruction |
| For asking the company to review or report on nuclear facilities or nuclear waste, except against if the proposal asks for cessation of nuclear-related activities or other action beyond reporting |
| For asking the company to review its reliance on nuclear and fossil fuels, its development or use of solar and wind power, or its energy efficiency, except vote against if the proposal asks for more than a report. |
| Against asking management to endorse the Ceres principles |
| For asking the company to control generation of pollutants, except against if the proposal asks for action beyond reporting or if the company reports its omissions and plans to limit their future growth or if the company reports its omissions and plans to reduce them from established levels |
| For asking the company to report on its environmental impact or plans, except against if management has issued a written statement beyond the legal minimum |
| For asking management to report or take action on climate change, except against if management acknowledges a global warming threat and has issued company policy or if management has issued a statement and committed to targets and timetables or if the company is not a major emitter of greenhouse gases |
| For asking management to report on, label, or restrict sales of bioengineered products, except against if the proposal asks for action beyond reporting or calls for a moratorium on sales of bioengineered products |
| Against asking the company to preserve natural habitat |
| Against asking the company to review its developing country debt and lending criteria and to report to shareholders on its findings |
| Against requesting the company to assess the environmental, public health, human rights, labor rights, or other socioeconomic impacts of its credit decisions |
| For requesting reports and/or reviews of plans and/or policies on fair lending practices, except against if the proposal calls for action beyond reporting |
| Against asking the company to establish committees to consider issues related to facilities closure and relocation of work |
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| For asking management to report on the companys affirmative action policies and programs, including releasing its EEO-1 forms and providing statistical data on specific positions within the company, except against if the company releases its EEO-1 reports |
| Against asking management to drop sexual orientation from EEO policy |
| Against asking management to adopt a sexual orientation non-discrimination policy |
| For asking management to report on or review Mexican operations |
| Against asking management to adopt standards for Mexican operations |
| Against asking management to review or implement the MacBride principles |
| Against asking the company to encourage its contractors and franchisees to implement the MacBride principles |
| For asking management to report on or review its global labor practices or those of its contractors, except against if the company already reports publicly using a recognized standard or if the resolution asks for more than a report |
| Against asking management to adopt, implement, or enforce a global workplace code of conduct based on the International Labor Organizations core labor conventions |
| For requesting reports on sustainability, except against if the company has already issued a report in GRI format |
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History of Amendments:
Effective as of August 2022
Approved by the Boards of DFT, DET and Closed-End Funds: August 18, 2022
Updated and effective as of May 2022
Approved by the Boards of DFT, DET and Closed-End Funds: May 19, 2022
Updated and effective as of February 15, 2022
Approved by the Boards of DFT, DET, DSL, DBL and DLY: February 15, 2022
Updated and effective as of January 2022
Effective as of January 2021
Approved by the boards of DFT, DSL, DBL and DLY: December 15, 2020
Last reviewed December 2020
Updated and effective as of February 2020
Approved by the boards of DFT, DSL, DBL and DLY: November 21, 2019
Last reviewed November 2019
Reviewed and approved by the Boards of the DoubleLine Funds Trust, DoubleLine Equity Funds, DoubleLine Opportunistic Credit Fund and DoubleLine Income Solutions Fund: August 20, 2015
Adopted by the DoubleLine Equity Funds Board of Trustees: March 19, 2013
Renewed, reviewed and approved by the DoubleLine Equity Funds Board: May 22, 2013
Renewed, reviewed and approved by the DoubleLine Equity Funds Board: November 20, 2013
Renewed, reviewed and approved by the DoubleLine Equity Funds Board: August 21, 2014
Adopted by the DoubleLine Income Solutions Board of Trustees: March 19, 2013
Renewed, reviewed and approved by the DoubleLine Income Solutions Board of Trustees: May 22, 2013 Renewed, reviewed and approved by the DoubleLine Income Solutions Board of Trustees: November 20, 2013
Renewed, reviewed and approved by the DoubleLine Income Solutions Board of Trustees: August 21, 2014
Adopted by the DoubleLine Opportunistic Credit Fund Board of Trustees: August 24, 2011
Renewed and approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: March 19, 2013
Renewed, reviewed and approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: May 22, 2013
Renewed, reviewed and approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: November 20, 2013
Renewed, reviewed and approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: August 21, 2014
Adopted by the DoubleLine Funds Trust Board: March 25, 2010
Renewed, reviewed and approved by the DoubleLine Funds Trust Board: March 1, 2011
Renewed, reviewed and approved by the DoubleLine Funds Trust Board: August 25, 2011
Renewed and approved by the DoubleLine Funds Trust Board of Trustees: March 19, 2013
Renewed, reviewed and approved by the DoubleLine Funds Trust Board: May 22, 2013
Renewed, reviewed and approved by the DoubleLine Funds Trust Board: November 20, 2013
Renewed, reviewed and approved by the DoubleLine Funds Trust Board: August 21, 2014
Information about how the Fund voted proxies relating to portfolio securities held during the most recent twelve month period ended June 30th is available no later than the following August 31st without charge, upon request, by calling (877) DLine11 (877-354-6311) and on the SECs website at http://www.sec.gov.
Item 8. Portfolio Managers of Closed-End Management Investment Companies. |
(a)(1) The following provides biographical information about the individuals who are primarily responsible for the day-to-day management of the registrants portfolio (Portfolio Managers) as of the date of this filing:
Jeffrey E. Gundlach (Portfolio Manager since the Funds inception)
Mr. Jeffrey E. Gundlach is the founder and Chief Executive Officer and Chief Investment Officer of DoubleLine Capital LP (Doubleline or the Adviser). Mr. Gundlach has been Chief Executive Officer of DoubleLine since its inception in December 2009.
Jeffrey J. Sherman (Portfolio Manager since the Funds inception)
Mr. Sherman was named as DoubleLine Capitals Deputy Chief Investment Officer in June 2016. He has been a Portfolio Manager of DoubleLine Capital since September 2010. He has been President of DoubleLine Alternatives LP since April 2015.
(a)(2) The following provides information on other accounts managed on a day-to-day basis by the Portfolio Managers listed above as of September 30, 2022:
Name of Portfolio Manager | Number of Accounts |
Total Assets of Accounts ($ millions) |
Number of Accounts Subject to a Performance Fee |
Total Assets of Accounts Subject to a Performance Fee ($ millions) | ||||
Jeffrey E. Gundlach | ||||||||
Registered investment companies | 32 | $73,029 | - | - | ||||
Other pooled investment vehicles | 19 | $6,919 | 2 | $1,329 | ||||
Other accounts | 77 | $14,653 | 3 | $1,035 | ||||
Jeffrey J. Sherman | ||||||||
Registered investment companies | 26 | $37,275 | - | - | ||||
Other pooled investment vehicles | 12 | $3,055 | - | - |
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Other accounts | 21 | $4,161 | - | - |
Conflicts of Interest
From time to time, potential and actual conflicts of interest may arise between a portfolio managers management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest also may result because of the Advisers other business activities. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Fund, be managed (benchmarked) against the same index the Fund tracks, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund.
Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio managers management of the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Funds trades. It is theoretically possible that a portfolio manager could use this information to the advantage of other accounts under management, and also theoretically possible that actions could be taken (or not taken) to the detriment of the Fund.
Investment Opportunities. A potential conflict of interest may arise as a result of a portfolio managers management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by the portfolio manager, but securities may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
Under the Advisers allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines, the Advisers investment outlook, cash availability and a series of other factors. The Adviser has also adopted additional internal practices to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Fund and certain pooled investment vehicles, including investment opportunity allocation issues. Conflicts potentially limiting the Funds investment opportunities may also arise when the Fund and other clients of the Adviser invest in different parts of an issuers capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other clients of the Adviser or the Adviser may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Funds investment opportunities. Additionally, if the Adviser acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager or other investment personnel may be restricted from purchasing securities or selling certain securities for the Fund or other clients. When making investment decisions where a conflict of interest may arise, the Adviser will endeavor to act in a fair and equitable manner
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between the Fund and other clients; however, in certain instances the resolution of the conflict may result in the Adviser acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of the Fund.
Broad and Wide-Ranging Activities. The portfolio managers, the Adviser and its affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, the portfolio managers, the Adviser and its affiliates may engage in activities where the interests of certain divisions of the Adviser and its affiliates or the interests of their clients may conflict with the interests of the shareholders of the Fund.
Possible Future Activities. The Adviser and its affiliates may expand the range of services that it provides over time. Except as provided herein, the Adviser and its affiliates will not be restricted in the scope of its business or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. The Adviser and its affiliates have, and will continue to develop, relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by the Fund. These clients may themselves represent appropriate investment opportunities for the Fund or may compete with the Fund for investment opportunities.
Performance Fees and Personal Investments. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance or in respect of which the portfolio manager may have made a significant personal investment. Such circumstances may create a conflict of interest for a portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities between the Fund and performance fee based accounts on a fair and equitable basis over time.
Use of Leverage. During periods in which the Fund is using leverage, the fees paid to the Adviser for investment advisory services, which may directly or indirectly affect the portfolio managers compensation, will be higher than if the Fund did not use leverage because the fees paid will be calculated on the basis of the Funds total managed assets, including assets attributable to reverse repurchase agreements, dollar roll transactions or similar transactions and/or borrowings, and to any preferred shares that may be outstanding, which may create an incentive for a portfolio manager to leverage the Fund or to leverage using strategies that increase the Advisers fee.
(a)(3) The following describes how the Adviser is compensated as of September 30, 2022:
The Fund pays a monthly fee to the Adviser, computed and paid at the annual rate (as a percentage of the Funds average daily total managed assets) of 1.35%. Total managed assets means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, and/or preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing reverse repurchase agreements, dollar roll transactions or similar transactions, and/or borrowings). For purposes of calculating total managed assets, the liquidation preference of any preferred shares outstanding is not considered a liability. With respect to any
5
reverse repurchase agreements, dollar rolls or similar transactions, total managed assets also includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the asset so sold as of the relevant measuring date. The average daily total managed assets of the Fund for any month is determined by taking an average of all of the determinations of total managed assets during such month at the close of business on each business day during such month.
The overall objective of the compensation program for portfolio managers is for the Adviser to attract competent and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate are designed to achieve these objectives and to reward the portfolio managers for their contribution to the success of their clients and the Adviser. Portfolio managers are compensated through a combination of base salary, discretionary bonus and equity participation in the Adviser. Bonuses and equity generally represent most of the portfolio managers compensation. However, in some cases, portfolio managers may have a profit sharing interest in the revenue or income related to the areas for which the portfolio managers are responsible. Such profit sharing arrangements can comprise a significant portion of a portfolio managers overall compensation.
Salary. Salary is agreed to with managers at time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of a portfolio managers compensation.
Discretionary Bonus/Guaranteed Minimums. Portfolio managers receive discretionary bonuses. However, in some cases, pursuant to contractual arrangements, some portfolio managers may be entitled to a mandatory minimum bonus if the sum of their salary and profit sharing does not reach certain levels.
Equity Incentives. Portfolio managers may participate in equity incentives based on overall firm performance of the Adviser, through direct ownership interests in the Adviser or participation in stock option or stock appreciation plans of Adviser. These ownership interests or participation interests provide eligible portfolio managers the opportunity to participate in the financial performance of the Adviser as a whole. Participation is generally determined in the discretion of Adviser, taking into account factors relevant to a portfolio managers contribution to the success of Adviser.
Other Plans and Compensation Vehicles. Portfolio managers may elect to participate in the Advisers 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis. The Adviser may also choose, from time to time to offer certain other compensation plans and vehicles, such as a deferred compensation plan, to portfolio managers.
Summary. As described above, an investment professionals total compensation is determined through a subjective process that evaluates numerous quantitative and qualitative factors, including the contribution made to the overall investment process. Not all factors apply to each investment professional and there is no particular weighting or formula for considering certain factors. Among the factors considered are: relative investment performance of portfolios (although there are no specific benchmarks or periods of time used in measuring performance); complexity of investment strategies; participation in the investment teams dialogue; contribution to business results and overall business strategy; success of marketing/business development
6
efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of the Advisers leadership criteria.
(a)(4) The following provides information about the dollar range of equity securities in the registrant beneficially owned by the Portfolio Managers as of September 30, 2022:
Portfolio Manager | Aggregate Dollar Range of Beneficial Ownership in the Registrant | |
Jeffrey E. Gundlach | None | |
Jeffrey J. Sherman | None |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
There were no purchases made by or on behalf of the registrant or any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, of shares of the registrants equity securities that are registered by the registrant pursuant to Section 12 of the Exchange Act made in the period covered by this report.
Item 10. Submission of Matters to a Vote of Security Holders.
At a meeting on May 19, 2022, the registrants board of trustees adopted Amended and Restated Bylaws, dated May 19, 2022, which, among other things, made changes to the procedures by which shareholders may recommend nominees to the board. See Additional Information Regarding the FundFund Organizational Structure in this report for a summary of these changes.
Item 11. Controls and Procedures.
(a) | The registrants President and Treasurer have reviewed the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the Act)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the registrant and by the registrants service provider. |
(b) | There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
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Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
The registrant did not engage in securities lending activities during the fiscal year reported on this Form N-CSR.
Item 13. Exhibits.
(a) |
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.
(4) Change in the registrants independent public accountant. There was no change in the registrants independent public accountant for the period covered by this report.
(b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
(c) | Fourth Amended and Restated Bylaws of DoubleLine Yield Opportunities Fund. Filed herewith. |
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | DoubleLine Yield Opportunities Fund |
By (Signature and Title) | /s/ Ronald R. Redell | |
Ronald R. Redell, President and Chief Executive Officer | ||
Date December 1, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title) | /s/ Ronald R. Redell |
|||
Ronald R. Redell, President and Chief Executive Officer |
||||
Date December 1, 2022 | ||||
By (Signature and Title) | /s/ Henry V. Chase |
|||
Henry V. Chase, Treasurer and Principal Financial and Accounting Officer | ||||
Date December 1, 2022 |
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DOUBLELINE FUNDS TRUST
DOUBLELINE OPPORTUNISTIC CREDIT FUND
DOUBLELINE INCOME SOLUTIONS FUND
DOUBLELINE YIELD OPPORTUNITIES FUND
DOUBLELINE SHILLER CAPE® ENHANCED INCOME FUND
DOUBLELINE ETF TRUST
SUPPLEMENTAL CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE, FINANCIAL AND ACCOUNTING OFFICERS
This Supplemental Code of Ethics (the Code) has been adopted by the applicable Board of Trustees (each a Board and collectively the Boards) of the DoubleLine Funds Trust (DFT), the DoubleLine ETF Trust (DET), the DoubleLine Opportunistic Credit Fund (DBL), the DoubleLine Income Solutions Fund (DSL), the DoubleLine Yield Opportunities Fund (DLY) and the DoubleLine Shiller CAPE® Enhanced Income Fund (DUB) (each, the Trust and together the Trusts) so that each principal executive officer, principal financial officer, principal accounting officer or controller and any persons performing similar functions on behalf of the Trusts (collectively, the Officers), regardless of whether such persons are employed by the Trusts, or a third party, will be guided and reminded of their responsibilities to the Trusts, other officers, shareholders of DET, DBL, DSL, DLY, DUB or of the various series of the Trust (each a Fund and collectively with DET, DBL, DSL, DLY and DUB, the Funds), and governmental authorities. Officers are required to act in accordance with the guidance and standards set forth in this Code. Officers covered by this Code are listed in Appendix A.
This Code is intended to serve as the code of ethics described in Section 406 of the Sarbanes-Oxley Act of 2002 and Form N-CSR. To the extent that an Officer is subject to a Trusts, code of ethics adopted pursuant to Rule 17j-1 of the Investment Company Act of 1940, as amended (the Rule 17j-1 Code), this Code is intended to supplement and be interpreted in the context of the Rule 17j-1 Code. This Code also should be interpreted in the context of all applicable laws, regulations, a Trusts governing instruments and by-laws, as amended, and all other governance and disclosure policies and documents adopted by such Trusts Board. All Officers must become familiar and fully comply with this Code. Because this Code cannot and does not cover every applicable law or provide answers to all questions that might arise, all Officers are expected to use their best judgment about any particular course of action and to seek guidance as needed.
The purpose of this Code is to set standards for the Officers that are reasonably designed to deter wrongdoing and that promote:
· | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
· | full, fair, accurate, timely, and understandable disclosure in reports and documents that a Trust files with, or submits to, the Securities and Exchange Commission (the SEC) and in other public communications by a Trust; |
· | compliance with applicable governmental laws, rules and regulations; |
· | the prompt internal reporting of violations of the Code to the appropriate persons as set forth in the Code; and |
· | accountability for adherence to the Code. |
1. | HONEST AND ETHICAL CONDUCT |
a. | Honesty, Diligence and Professional Responsibility |
Officers are expected to observe both the form and the spirit of the ethical principles contained in this Code. Officers must perform their duties and responsibilities for each Trust:
· | with honesty, diligence, and a commitment to professional and ethical responsibility; |
· | carefully, thoroughly and in a timely manner; and |
· | in conformity with applicable professional and technical standards. |
Officers who are certified public accountants are expected carry out their duties and responsibilities in a manner consistent with the principles governing the accounting profession, including any guidelines or principles issued by the Public Company Accounting Oversight Board or the American Institute of Certified Public Accountants from time to time.
b. | Objectivity / Avoidance of Undisclosed Conflicts of Interest |
In the performance of their duties and responsibilities for a Trust, Officers must not subordinate their judgment to personal gain and advantage, or be unduly influenced by their own interests or by the interests of persons other than a Trust.
Officers should be sensitive to the possibility of conflicts of interest, whether real or apparent, and are required to disclose any actual or apparent conflicts of interest that reasonably could be expected to give rise to any violation of this Code or call into question the Officers objectivity. While it is impossible to describe all conflicts that may arise, a conflict should be considered to exist whenever an Officer participates, directly or indirectly, in any material investment, interest, association, activity or relationship that a reasonable observer would view as likely to impair the Officers objectivity. Disclosure of conflicts should be made to the Chief Compliance Officer or other appropriate senior executive or to a member of the Board. Officers that are unsure whether a particular fact pattern gives rise to a conflict of interest or whether a particular transaction or relationship is material should bring such matter to the attention of the Chief Compliance Officer.
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c. | Preparation of Financial Statements |
Officers must not knowingly make any misrepresentations regarding a Funds financial statements or any facts in the preparation of a Funds financial statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of the Funds financial statements. This section is intended to prohibit an officer from knowingly:
· | making, or permitting or directing another to make, materially false or misleading entries in a Funds financial statements or records; |
· | failing to correct a Funds financial statements or records that are materially false or misleading when he or she has the authority to record an entry;and |
· | signing, or permitting or directing another to sign, a document containing materially false or misleading financial information. |
No Officer may (i) express an opinion or state affirmatively that the financial statements or other financial data of a Fund are presented in conformity with generally accepted accounting principles, or (ii) state that he or she is not aware of any material modifications that should be made to such statements or data in order for them to be in conformity with generally accepted accounting principles, if such Officer knows that such statements or data contain any departure from generally accepted accounting principles then in effect in the United States.
Officers must follow the laws, standards, principles, guidelines, rules and regulations established by all applicable governmental bodies, commissions or other regulatory agencies in the preparation of financial statements, records and related information. If an Officer prepares financial statements, records or related information for purposes of reporting to such bodies, commissions or regulatory agencies, the Officer must follow the requirements of such organizations in addition to generally accepted accounting principles.
If an Officer and his or her supervisor have a disagreement or dispute relating to the preparation of financial statements or the recording of transactions, the Officer should take the following steps to ensure that the situation does not constitute an impermissible subordination of judgment:
· | The Officer should consider whether (i) the entry or the failure to record a transaction in the records, or (ii) the financial statement presentation or the nature or omission of disclosure in the financial statements, as proposed by the supervisor, represents the use of an acceptable alternative or does not materially misrepresent the facts or result in an omission of a material fact. If, after appropriate research or consultation, the Officer concludes that the matter has authoritative support and/or does not result in a material misrepresentation, the Officer need do nothing further. |
· | If the Officer concludes that (i) the entry or the failure to record a transaction in the records, or (ii) the financial statement presentation or the nature or |
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omission of disclosure in the financial statements, as proposed by the supervisor, does not represent the use of an acceptable alternative or that it materially misrepresents the facts or result in an omission of a material fact, the Officer should follow the reporting procedures set forth in Section 4 of this Code. |
d. | Obligations to the Independent Auditor of a Fund |
In dealing with a Funds independent auditor, Officers must be candid and not knowingly misrepresent facts or knowingly fail to disclose material facts, and must respond fully to specific inquiries and requests by the Funds independent auditor.
Officers must not take any action, or direct any person to take any action, to fraudulently influence, coerce, manipulate or mislead a Funds independent auditor in the performance of an audit of the Funds financial statements for the purpose of rendering such financial statements materially misleading.
2. | FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE |
It is each Trusts policy to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that each Trust files with, or submits to, the SEC and in any other public communications by each Trust. Each Trust has designed and implemented disclosure controls and procedures to carry out this policy.
Officers are expected to use their best efforts to promote, facilitate, and prepare full, fair, accurate, timely, and understandable disclosure in all reports and documents that each Trust files with, or submits to, the SEC and in any other public communications by a Trust.
Officers must review each Trusts disclosure controls and procedures to ensure they are aware of and carry out their duties and responsibilities in accordance therewith. Officers are responsible for monitoring the integrity and effectiveness of each Trusts disclosure controls and procedures.
3. | COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS |
Officers are expected to know, respect and comply with all laws, rules and regulations applicable to the conduct of a Trusts business. If an Officer is in doubt about the legality or propriety of an action, business practice or policy, the Officer should seek advice from the Officers supervisor or a Trusts legal counsel.
In the performance of their work, Officers must not knowingly be a party to any illegal activity or engage in acts that would serve to discredit a Trust.
Officers are expected to promote a Trusts compliance with applicable laws, rules and regulations. To promote such compliance, Officers may establish and maintain mechanisms to educate employees carrying out the finance and compliance functions of a Trust about any applicable laws, rules or regulations that affect the operation of the finance and compliance functions and a Trust generally.
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4. | REPORTING OF VIOLATIONS OF THIS CODE |
Officers should promptly report any conduct or actions by themselves or another Officer that do not comply or otherwise violate this Code. Officers and each Trust shall adhere to the following reporting procedures:
· | Any Officer who questions whether a situation, activity or practice violates this Code, or is otherwise required to be reported hereunder, must immediately report the same to the Audit Committee of the applicable Trust or to the applicable Trusts legal counsel. The person receiving the report shall consider the matter and respond to the Officer within a reasonable time. The Principal Executive Officer (or equivalent) shall summarize all such reports for the Board each quarter, if any. |
· | The member of the Audit Committee receiving the report shall consider the matter, refer it to the full Audit Committee if he or she deems appropriate, and respond to the Officer within a reasonable time. |
· | If, after receiving a response, the reporting Officer concludes that appropriate action was not taken, he or she should consider any responsibility that may exist to communicate to third parties, such as regulatory authorities or the Funds independent auditor. In this matter, the Officer may wish to consult with his or her own legal counsel. |
· | The Audit Committee and a Trust will not be responsible for monitoring or enforcing this reporting of violations policy, but rather each Officer is responsible for self-compliance with this reporting of violations policy. |
· | If the Audit Committee determines that an Officer violated this Code, failed to report a known or suspected violation of this Code, or provided intentionally false or malicious information in connection with an alleged violation of this Code, a Trust may take disciplinary action against any such Officer to the extent the Audit Committee deems appropriate. |
· | The identity of any Officer who reports violations or suspected violations in good faith will be maintained in confidence, to the extent reasonable and subject to legal and regulatory requirements, and no retaliation shall be made against the individual making such report and, indeed, any retaliation for the reporting of a violation of this Code shall itself constitute a violation of this Code. |
· | A Trust or the Audit Committee may report violations to the appropriate authorities if or as necessary. |
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5. | ACCOUNTABILITY AND APPLICABILITY |
All Officers will be held accountable for adherence to this Code. Based upon its review of the matters reported to it, the Audit Committee will determine appropriate sanctions or other actions to take in respect of any violations of this Code. The Audit Committee may consider actions taken by DoubleLine in respect of Officers who are also employees of DoubleLine, choosing to accept such actions as the final sanction or impose additional sanctions as it deems necessary. This Code is applicable to all Officers, regardless of whether such persons are employed by a Trust or a third party. If an Officer is aware of a person (Potential Officer) who may be considered an Officer as defined by this Code, the Officer should inform legal counsel to a Trust of such Potential Officer However, the absence of such a determination will not be deemed to relieve any person of his or her duties under this Code.
6. | DISCLOSURE OF THIS CODE |
This Code must be disclosed by a Trust in the manner prescribed by the SEC, which currently requires disclosure by at least one of the following methods:
· | by filing a copy of the Code with the SEC; |
· | by posting the text of the Code on the Trusts, website; or |
· | by providing, without charge, a copy of the Code to any person upon request. |
7. | WAIVERS |
Any waiver from a provision of this Code, including an implicit waiver, may be made only by the applicable Board or a committee of such Board to which such responsibility has been delegated. Such Trust must disclose any grant of a waiver that constitutes a material departure from a provision of the Code. Such disclosure currently is required to be made in the manner set forth above in Section 6 (Disclosure of this Code).
8. | AMENDMENTS |
This Code may be amended or changed by the affirmative vote of a majority of a Board or Boards. Any amendment or change must be disclosed by the Trust in the manner prescribed by the SEC. Currently, disclosure of amendments is required to be made in the manner set forth above in Section 6 (Disclosure of this Code), provided that the Trusts are not required to disclose any amendment that is purely technical, administrative, or otherwise non-substantive in nature. Any amendments to this Code will be provided to the Officers.
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9. | INTERNAL USE |
The Code is intended solely for the internal use by the Trusts and does not constitute an admission, by or on behalf of any Trust, as to any fact, circumstance, or legal conclusion.
History of Amendments
Updated and effective as of May 2022
Approved by the Boards of DFT, DET and the Closed-End Funds: May 19, 2022
Updated and effective as of February 2022
Approved by the Boards of DFT, DET, DSL, DBL and DLY: February 15, 2022
Updated and effective as of February 2020
Approved by the Boards of DFT, DSL, DBL and DLY: November 21, 2019
Last reviewed November 2019
Approved by the DFT Board of Trustees: March 25, 2010
Reviewed and approved by the DFT Board of Trustees: March 19, 2013
Approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: August 24, 2011
Reviewed and approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: March 19, 2013
Approved by the DoubleLine Equity Funds Board of Trustees: March 19, 2013
Approved by the DoubleLine Income Solutions Funds Board of Trustees: March 19, 2013
Reviewed and Approved by the Boards of DFT, DEF, DBL and DSL: February 26, 2015
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Appendix A
Persons Covered by this Code of Conduct:
Ronald R. Redell, Principal Executive Officer
Henry V. Chase, Principal Financial Officer
CERTIFICATIONS
I, Ronald R. Redell, certify that:
1. | I have reviewed this report on Form N-CSR of DoubleLine Yield Opportunities Fund; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: December 1, 2022 | /s/ Ronald R. Redell Ronald R. Redell President and Chief Executive Officer |
10
CERTIFICATIONS
I, Henry V. Chase, certify that:
1. | I have reviewed this report on Form N-CSR of DoubleLine Yield Opportunities Fund; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: December 1, 2022 | /s/ Henry V. Chase Henry V. Chase Treasurer and Principal Financial and Accounting Officer |
EX.99.906CERT
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of the DoubleLine Yield Opportunities Fund, does hereby certify, to such officers knowledge, that the report on Form N-CSR of the DoubleLine Yield Opportunities Fund for the period ended September 30, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the DoubleLine Yield Opportunities Fund for the stated period.
/s/ Ronald R. Redell |
/s/ Henry V. Chase |
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Ronald R. Redell President and Chief Executive Officer |
|
Henry V. Chase Treasurer and Principal Financial and Accounting Officer |
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Dated: December 1, 2022 | Dated: December 1, 2022 |
This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by DoubleLine Yield Opportunities Fund for purposes of Section 18 of the Securities Exchange Act of 1934.
FOURTH AMENDED AND RESTATED
BYLAWS
of
DOUBLELINE YIELD OPPORTUNITIES FUND
Dated as of May 19, 2022
ARTICLE 1
Agreement and Declaration of Trust and Offices
1.1 Offices of the Trust. The Trust may have one or more offices within or outside of The Commonwealth of Massachusetts as the Trustees may determine or as they may authorize.
1.2 Agreement and Declaration of Trust. These Fourth Amended and Restated Bylaws (the Bylaws) shall be subject to the Agreement and Declaration of Trust, as amended or restated from time to time (the Declaration of Trust), of DoubleLine Yield Opportunities Fund, the Massachusetts business trust established by the Declaration of Trust (the Trust). Capitalized terms used in these Bylaws and not otherwise defined herein shall have the meanings given to such terms in the Declaration of Trust.
ARTICLE 2
Trustees
2.1 Trustee Qualifications. All individuals nominated, elected, appointed, and/or qualified to serve as Trustees after the public offering of Shares shall satisfy the requirements set forth below in this Section 2.1, as applicable, at both the time of such nomination, election, appointment, and/or qualification and at the time such individuals would otherwise take office as Trustees, except that such requirements are subject to waiver by a majority of the Continuing Trustees then in office:
(a) Qualifications applicable to any individual nominated, elected, appointed, and/or qualified to serve as a Trustee, including any individual nominated, elected, appointed, and/or qualified to serve as an Independent Trustee (as defined herein):
1) such individual shall serve as a trustee or director of no more than three (3) issuers (including the Trust) having securities registered under the Securities Exchange Act of 1934, as amended (the Exchange Act) (investment companies or individual series thereof having the same investment adviser or investment advisers that hold themselves out as related advisers for purposes of investment and investor services shall all be counted as a single issuer for this purpose);
2) such individual shall not (A) be an employee, officer, partner, member, trustee, director or 5% or greater shareholder of, or have accepted directly or indirectly during the last year any consulting, advisory, or other compensatory fee from, any investment adviser (other than the Trusts investment adviser or any investment adviser that holds itself out to investors as related to the Trusts investment adviser for purposes of investment and investor services), collective investment vehicle primarily engaged in the business of investing in investment securities (as defined in the 1940 Act) (an investment fund, whether or not such investment fund is an investment company as defined in the 1940 Act or is required to register under the 1940 Act) (other than the Trust and any other investment fund advised by the Trusts investment adviser or any investment adviser that holds itself to investors as related to the Trusts investment adviser for purposes of investment and investor services) or entity controlling, controlled by, under common
control with or acting in concert with any investment adviser or investment fund (other than any entity controlling, controlled by, under common control with or acting in concert with the Trust, the Trusts investment adviser, any investment adviser that holds itself out to investors as related to the Trusts investment adviser for purposes of investment and investor services or any investment fund advised by the Trusts investment adviser or any investment adviser that holds itself out to investors as related to the Trusts investment adviser for purposes of investment and investor services) or (B) serve or have served within the past 3 years as a trustee of any closed-end investment company which, while such individual was serving as a trustee or within one year after the end of such service, ceased to be a closed-end investment company registered under the 1940 Act;
3) such individual shall not be, and shall not have been at any time previously, a person that is described in Section 9(a) of the 1940 Act that would result in such individual or a company of which such individual is an affiliated person (as defined in Section 2(a)(3) of the 1940 Act) being ineligible to serve or act in the capacity of employee, officer, trustee, director, member of an advisory board, investment adviser, or depositor of any registered investment company, or principal underwriter for any registered open-end investment company, registered unit investment trust, or registered face-amount certificate company;
4) such individual shall not be, and shall not have been at any time previously, the subject of any of the ineligibility provisions contained in Section 9(b) of the 1940 Act that would permit, or, in the judgment of a majority of the Continuing Trustees then in office, could reasonably have been expected or would reasonably be expected to permit, the SEC by order to prohibit, conditionally or unconditionally, either permanently or for a period of time, such individual from serving or acting as an employee, officer, trustee, director, member of an advisory board, investment adviser or depositor of, or principal underwriter for, a registered investment company or affiliated person (as defined in Section 2(a)(3) of the 1940 Act) of such investment adviser, depositor, or principal underwriter; and
5) such individual shall satisfy such additional requirements as approved by a majority of the Continuing Trustees from time to time.
(b) Additional qualifications applicable to any individual nominated, elected, appointed, and/or qualified to serve as an Independent Trustee (as defined herein):
1) such individual may not directly or indirectly own, control or hold with the power to vote, or be a member of a group of Shareholders party to an agreement, arrangement or practice for sharing information or decisions concerning Shareholder actions or the acquisition, disposition or voting of Shares, who in the aggregate directly or indirectly own, control or hold with the power to vote, 5% or more of the outstanding Shares of any class or series of Shares (each such person and each member of such a group, a 5% Holder), may not control, be controlled by, be under common control with or act in concert with a 5% Holder, and may not be an immediate family member of a person who is or who controls, is controlled by, is under common control with or acts in concert with a 5% Holder;
2) such individual may not, and any immediate family member of such individual may not, be employed or have been employed within the last year by a 5% Holder or any person who controls, is controlled by, is under common control with or acts in concert with a 5% Holder;
3) such individual may not, and any immediate family member of such individual may
not, have accepted, or be an officer or employee of any entity that accepted, directly or indirectly during the last year any consulting, advisory, or other compensatory fee from a 5% Holder or from any person who controls, is controlled by, is under common control with or acts in concert with a 5% Holder;
4) such individual may not, and any immediate family member of such individual may not, be an officer, director, trustee, general partner or managing member (or person performing similar functions) of a 5% Holder or of any person who controls, is controlled by, is under common control with or acts in concert with a 5% Holder;
5) such individual may not, and any immediate family member of such individual may not, be employed or have been employed within the last year by any investment fund or any company or companies controlled by an investment fund that in the aggregate own (A) more than three percent (3%) of the outstanding voting Shares, (B) securities issued by the Trust having an aggregate value in excess of five percent (5%) of the total assets of such investment fund, (C) securities issued by the Trust and by all other investment funds having an aggregate value in excess of ten percent (10%) of the total assets of the investment fund making such investment, or (D) with other investment funds having the same investment adviser or investment advisers affiliated through a control relationship or investment advisers that hold themselves out as related advisers for purposes of investment and investor services and companies controlled by such investment funds, more than ten percent (10%) of the outstanding voting Shares (an investment fund making such investment(s) and any company or companies controlled by it in the aggregate owning securities in excess of the amounts set forth in (A), (B), (C) or (D) being referred to as a 12(d) Holder), or by any person who controls, is controlled by, is under common control with or acts in concert with a 12(d) Holder;
6) such individual may not, and any immediate family member of such individual may not, have accepted, or be an officer or employee of any entity that accepted, directly or indirectly during the last year any consulting, advisory, or other compensatory fee from a 12(d) Holder or from any person who controls, is controlled by, is under common control with or acts in concert with a 12(d) Holder;
7) such individual may not, and any immediate family member of such individual may not, be an officer, director, trustee, partner or member (or person performing similar functions) of a 12(d) Holder or of any person who controls, is controlled by, is under common control with or acts in concert with a 12(d) Holder;
8) such individual may not, and any immediate family member of such individual may not, themselves be, or control or act in concert with, a 12(d) Holder or any person who controls, is controlled by, is under common control with or acts in concert with a 12(d) Holder; and
9) such individual shall satisfy such additional requirements for Independent Trustees as approved by a majority of the Continuing Trustees from time to time.
2.2 Board Conduct Policies. The Trustees may from time to time require all Trustees and any nominee to agree in writing to comply with such policies as to matters of corporate governance, business ethics, confidentiality, and other matters as the Trustees may from time to time in their discretion adopt, including as a condition to submitting the nominee as a candidate for election to the Board of Trustees by shareholders (Board Conduct Policies). Such Board Conduct Policies may provide that the Trustees may determine that willful violations by a Trustee of such Board Conduct Policies shall constitute grounds
for removal of such Trustee.
ARTICLE 3
Meetings of Trustees
3.1 Regular Meetings. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. A regular meeting of the Trustees may be held without call or notice immediately after and at the same place or by the same means as an annual meeting of the Shareholders.
3.2 Special Meetings. Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting when called by the Chairperson of the Trustees (if any), the President or the Treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting.
3.3 Notice. It shall be sufficient notice to a Trustee of a special meeting (a) to send notice (i) by mail at least seven days before the meeting; (ii) by courier at least forty-eight hours before the meeting; or (iii) by e-mail, telegram, telex or telecopy or other electronic facsimile transmission method at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address (or facsimile number or e-mail address as the case may be) or (b) to give notice to him or her in person or by telephone or voicemail at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her, before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.
3.4 Quorum. At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
3.5 Telephone Meetings; Consents. Except as otherwise provided in the Declaration of Trust or from time to time in these Bylaws, any action to be taken by the Trustees may be taken at a meeting (i) by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting, or (ii) by written consent of a majority of the Trustees then in office (or such greater number as may be required by the Declaration of Trust, these Bylaws, or applicable law).
ARTICLE 4
Officers and Chairperson of the Trustees
4.1 Enumeration; Qualification. The officers of the Trust shall be a President, a Treasurer, a Secretary, a Chief Compliance Officer and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trustees may delegate to any officer or committee the power to appoint any subordinate officers or agents. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. Any officer may but need not be a Trustee or a Shareholder. Any two or more offices may be held by the same person.
4.2 Election. The President, the Treasurer and the Secretary shall be elected by the Trustees. Other officers, if any, may be elected or appointed by the Trustees at the same meeting at which the President, Treasurer
and Secretary are elected, or at any other time. If required by the 1940 Act, the Chief Compliance Officer shall be elected or appointed by a majority of the Trustees, as well as a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Trust (Independent Trustees), and otherwise in accordance with Rule 38a-1 (or any successor rule) under the 1940 Act, as such rule may be amended from time to time (Rule 38a-1). Vacancies in any office may be filled at any time.
4.3 Tenure. The Chairperson of the Trustees, if one is elected, the President, the Treasurer, the Secretary and the Chief Compliance Officer shall hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed with or without cause or becomes disqualified, provided that, if required by the 1940 Act, any removal of the Chief Compliance Officer shall be in accordance with Rule 38a-1. Each other officer shall hold office and each agent of the Trust shall retain authority at the pleasure of the Trustees.
4.4 Powers. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein and set forth in the Declaration of Trust, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate.
4.5 Chairperson of the Trustees. There shall be an office of the Chairperson of the Trustees, which shall serve on behalf of the Trustees. The office of the Chairperson shall not be an officer position of the Trust, but an officer of the Trust who is also a Trustee may serve as Chairperson of the Trustees. The office of the Chairperson of the Trustees may be held by more than one person. Any Chairperson of the Trustees shall be elected by a majority of the Trustees, as well as a majority of the Independent Trustees if required by the 1940 Act. If required by the 1940 Act, any Chairperson of the Trustees shall be an Independent Trustee and may, but need not, be a Shareholder. The powers and the duties of the Chairperson of the Trustees shall include any and all such powers and duties relating to the operations of the Trustees as, from time to time, may be conferred upon or assigned to such office by the Trustees or as may be required by law, provided that the Chairperson of the Trustees shall have no individual authority to act for the Trust as an officer of the Trust. In carrying out the responsibilities and duties of the office, the Chairperson of the Trustees may seek assistance and input from other Trustees or Committees of the Trustees, officers of the Trust and the Trusts investment adviser(s) and other service providers, as deemed necessary or appropriate. The Trustees, including a majority of the Independent Trustees if required by the 1940 Act, may appoint one or more persons to perform the duties of the Chairperson of the Trustees, in the event of his or her absence at any meeting or in the event of his or her disability.
4.6 President; Vice President. The President shall be the chief executive officer and the principal executive officer for purposes of the Sarbanes-Oxley of 2002 (SOX). Any Vice President shall have such duties and powers as may be designated from time to time by the Trustees or the President.
4.7 Treasurer; Assistant Treasurer. The Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser, sub-adviser or manager, or transfer, shareholder servicing or similar agent, be in charge of the books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President. The Treasurer shall be the principal financial officer for purposes of SOX. Any Assistant Treasurer shall have such duties and powers as may be designated from time to time by the Trustees or the President.
4.8 Secretary; Assistant Secretary. The Secretary shall record all proceedings of the Shareholders and the Trustees in books and records to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Secretary from any meeting of the Shareholders or
Trustees, an Assistant Secretary, or if there be none or if he or she is absent, a temporary secretary chosen at such meeting shall record the proceedings thereof in the aforesaid books. Any Assistant Secretary shall have such duties and powers as may be designated from time to time by the Trustees or the President.
4.9 Chief Compliance Officer. The Chief Compliance Officer shall perform the duties and have the responsibilities of the chief compliance officer of the Trust, including if required by the 1940 Act any such duties and responsibilities imposed by Rule 38a-1 under the 1940 Act, and shall have such other duties and powers as may be designated from time to time by the Trustees.
4.10 Resignations. Any officer may resign at any time by written instrument signed by him or her and delivered to the Chairperson of the Trustees, if any, the President or the Secretary, or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.
ARTICLE 5
Committees
5.1 Quorum; Voting. Except as provided below or as otherwise specifically provided in the Committees Charter or in the resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present) or evidenced by one or more writings signed by such a majority. Members of a Committee may participate in a meeting of such Committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting, or by written consent of a majority of the members then in office (or such greater number as may be required by the Declaration of Trust, these Bylaws, or applicable law).
Except as specifically provided in the Committees Charter or in the resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings, Article 3, Section 3.2 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetings, except that it shall be sufficient notice to any Valuation Committee consisting of any of the Trustees to send notice by e-mail, telegram, telex or telecopy or other electronic means (including by telephone voice-message) at least fifteen minutes before the meeting.
ARTICLE 6
Reports
6.1 General. The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers and Committees shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees.
ARTICLE 7
Fiscal Year
7.1 General. Except as from time to time otherwise determined by the Trustees, the initial fiscal year of the Trust shall end on such date as is determined in advance or in arrears by the Treasurer, and the subsequent fiscal years shall end on such date in subsequent years.
ARTICLE 8
Seal
8.1 General. The seal of the Trust shall, subject to alteration by the Trustees, consist of a flat faced die with the word Massachusetts together with the name of the Trust and the year of its organization cut or engraved thereon; provided, however, that unless otherwise required by the Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.
ARTICLE 9
Execution of Papers
9.1 General. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Trust shall be executed by the President, any Vice President, the Treasurer or by whomever else shall be designated for that purpose by vote of the Trustees, and need not bear the seal of the Trust.
ARTICLE 10
Shareholders Voting Powers and Meetings
10.1 Voting Powers. The Shareholders shall have power to vote only (i) for the election or removal of Trustees as provided in Article IV, Sections 1 and 3 of the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as provided in Article IV, Section 8 of the Declaration of Trust to the extent required by the 1940 Act, (iii) with respect to certain transactions and other matters to the extent and as provided in Article V, Sections 2 and 3 of the Declaration of Trust, (iv) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4(b) of the Declaration of Trust (for the avoidance of any doubt, Shareholders shall have no separate right to vote with respect to the termination of the Trust or a series or class of Shares if the Trustees (including the Continuing Trustees) exercise their right to terminate the Trust or such series or class pursuant to clauses (ii) or (y) of Article IX, Section 4(b) of the Declaration of Trust), (v) with respect to any amendment of the Declaration of Trust to the extent and as provided in Article IX, Section 7 of the Declaration of Trust, (vi) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vii) with respect to such additional matters relating to the Trust as may be required by law, the Declaration of Trust, these Bylaws, any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, any agreement of the Trust with any national securities exchanges or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except as otherwise provided in the Declaration of Trust, these Bylaws, or required by applicable law. Except as otherwise provided in the Declaration of Trust or in respect of the terms of a class of preferred shares of beneficial interest of the Trust as reflected in these Bylaws or in any resolution of the Trustees that authorizes the issuance of such a class or in the written statement setting forth the relative rights and preferences of such a class or as required by applicable law, all Shares of the Trust then entitled to vote shall be voted in the aggregate as a single class without regard to classes or series of Shares. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. The placing of a Shareholders name on a proxy pursuant to telephonic or electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares of a particular class or series are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, the Declaration of Trust or these Bylaws to be taken by Shareholders as to such class or series.
Nothing in these Bylaws or the Declaration of Trust shall restrict the power of the Trustees to terminate any series or class of Shares by written notice to the Shareholders of such series or class, whether or not such Shareholders have voted (or are proposed to vote) with respect to a merger, reorganization, sale of assets, or similar transaction involving such series or class of Shares.
10.2 Voting Power and Meetings. Except as provided in this paragraph, regular meetings of the Shareholders for the election of Trustees and the transaction of such other business as may properly come before the meeting shall be held, so long as Shares are listed for trading on a national securities exchange, on at least an annual basis, on such day and at such place as shall be designated by the Trustees; provided that, subject to any restrictions imposed by applicable law, and upon designation by a majority of Trustees, Shareholder meetings may be held solely by means of remote communications, or may be held in a hybrid format where some participants attend in person and others attend by means of remote communications. For the avoidance of doubt, for this purpose, such a regular meeting of Shareholders will be deemed to have been held on at least an annual basis if the meeting commences on any date that would be within the timeframe permitted for the annual meeting in that year by any national securities exchange on which Shares trade. In the event that such a meeting is not held in any annual period if so required, whether the omission be by oversight or otherwise, a subsequent special meeting may be called by the Trustees and held in lieu of such meeting with the same effect as if held within such annual period. Special meetings of the Shareholders or any or all classes or series of Shares may also be called by the Trustees from time to time for such other purposes as may be prescribed by law, by the Declaration of Trust or by these Bylaws, or for the purpose of taking action upon any other matter deemed by a majority of the Trustees and a majority of the Continuing Trustees to be necessary or desirable. A special meeting of Shareholders may be held at any such time, day and place or means as is designated by the Trustees. Notice of any meeting of Shareholders, stating the date, time, place or means, and purpose of the meeting, shall be given or caused to be given by a majority of the Trustees and a majority of the Continuing Trustees at least seven days before such meeting to each Shareholder entitled to vote thereat by leaving such notice with the Shareholder at his or her residence or usual place of business or by mailing such notice, postage prepaid, to the Shareholders address as it appears on the records of the Trust or by providing notice to such Shareholder by electronic transmission or by any other means permitted by applicable law. Such notice may be given by the Secretary or an Assistant Secretary or by any other officer or agent designated for such purpose by the Trustees. Whenever notice of a meeting is required to be given to a Shareholder under the Declaration of Trust or these Bylaws, a written waiver thereof, executed before or after the meeting by such Shareholder or his or her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. Notice of a meeting need not be given to any Shareholder who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such Shareholder. No ballot shall be required for any election unless required by a Shareholder present or represented at the meeting and entitled to vote in such election. Notwithstanding anything to the contrary in this Section 10.2, no matter brought by any Shareholder shall be properly before any annual or special meeting of Shareholders and no business brought by any Shareholder shall be transacted thereat unless in accordance with Section 10.7 of these Bylaws.
10.3 Quorum and Required Vote. Except when a larger quorum is required by any provision of law or the
Declaration of Trust or these Bylaws, thirty three and one third percent (33 1/3%) of the Shares entitled to vote on a particular matter shall constitute a quorum for the transaction of business with respect to that matter at a Shareholders meeting, except that where any provision of law or the Declaration of Trust or these Bylaws permits or requires that holders of any class or series of Shares shall vote as an individual class or series, then thirty three and one third percent (33 1/3%) (unless a larger quorum is required as specified above) of Shares of that class or series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class or series. Any lesser number shall be sufficient for adjournments. The chair of the Shareholders meeting may from time to time, on his or her own motion by announcement to the meeting, adjourn the meeting with respect to one or more matters to reconvene at the same or some other place or by the same or some other means. No notice of the adjournment need be given if the date, time, and place or means of the meeting are announced at the time of the adjournment. The Trustees may, prior to a Shareholders meeting being convened, postpone such meeting from time to time, and announcement of such postponement may be made by press release or other means of public communication as permitted or required by applicable law. With respect to a Shareholders meeting, all Shares (or, as applicable, Shares of a class or series) that are voted as to any matter in person or by proxy, Shares (or, as applicable, Shares of a class or series) that are voted in person or by proxy to abstain as to any matter, and Shares (or, as applicable, Shares of a class or series) with respect to which, as to any matter, the broker holding such Shares as record owner does not have power to vote but votes such Shares on another matter (including, for the avoidance of doubt, a vote to abstain on such other matter) for consideration at the same Shareholders meeting (broker non-votes) shall be treated as Shares that are present and entitled to vote for purposes of determining quorum of the Shares (or, as applicable, quorum of the Shares of such class or series) for such matter.
Except when a different vote is required by any provision of law, the Declaration of Trust, these Bylaws or a resolution of the Trustees, (a) with respect to the election of Trustees, other than a Contested Election, a nominee receiving the affirmative vote of a plurality of the Shares voted at any meeting at which a quorum as to the election of Trustees is present shall be elected, (b) with respect to a Contested Election, a nominee receiving the affirmative vote of a majority of the Shares outstanding and entitled to vote with respect to the election of Trustees at any meeting at which a quorum as to the election of Trustees is present shall be elected (the Majority Voting Standard), and (c) for all other items of business, upon the affirmative vote of a majority of the votes cast in person or by proxy at any meeting at which a quorum as to such matter is present, such matter shall be approved. In the event that the Majority Voting Standard is held by a federal or state court sitting within the Commonwealth of Massachusetts to be inconsistent with applicable law governing Massachusetts business trusts, then, with respect to any Contested Election until such ruling is reversed, overturned, vacated, stayed or otherwise nullified, a nominee receiving the affirmative vote of a plurality of the Shares voted at any meeting at which a quorum as to the election of Trustees is present shall be elected.
For purposes of the foregoing paragraph, Contested Election shall mean any election of Trustees in which the number of persons nominated for election as Trustees with respect to a given class or series of Shares in accordance with Section 10.7 of these Bylaws exceeds the number of Trustees to be elected with respect to such class or series, with the determination that any election of Trustees is a Contested Election to be made by the Secretary or any Assistant Secretary of the Trust prior to such election of Trustees.
In the event of a Contested Election, if one or more nominees are elected who were not Trustees prior to such Contested Election (Non-Incumbents), then the Non-Incumbents shall first be deemed to have been elected to fill any vacancies and then, if all vacancies have been filled, to succeed those Trustees who served as Trustees prior to such Contested Election and stood for reelection at such Contested
Election and received the fewest affirmative votes, the designation of the specific Non-Incumbents to fill such vacancies and to succeed such Trustees to be made by a majority of the Continuing Trustees by resolution following such Contested Election. If at an annual meeting (the Current Annual Meeting) Shareholders will consider the election of a Trustee whose term is set to expire at the time of such Current Annual Meeting and upon the election and qualification of his or her successor (an Expiring Trustee), and the Expiring Trustee is not reelected and no successor to such Expiring Trustee is elected and qualified (in either case, because the required vote or quorum is not obtained or for any other reason), then such Expiring Trustee shall continue to serve as a Trustee and remain a member of the relevant class of Trustees, holding office until the annual meeting held in the third succeeding year following the year for which the Current Annual Meeting was called in the initial notice thereof and until the election and qualification of such Expiring Trustees successor, if any, or until such Expiring Trustee sooner dies, resigns, retires or is removed.
10.4 Conduct of Meetings. Every meeting of Shareholders shall be presided over by the Chairperson of the Trustees, if any, acting as chairperson of such meeting of Shareholders, or a Trust officer or other person delegated the authority to preside over the meeting by the Chairperson of the Trustees. In the event that the Chairperson of the Trustees does not preside at such meeting of Shareholders or delegate such power and authority to an officer of the Trust or other person, the President or the Presidents designee shall preside at such meeting. In the event that the President or the Presidents designee does not preside at such meeting of Shareholders, the Continuing Trustees shall designate the chairperson of such meeting.
The Trustees may adopt by resolution such rules and regulations for the conduct of any meeting of Shareholders as they shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Trustees, the chairperson of any meeting of Shareholders shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Trustees or prescribed by the chairperson of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at, and participation in, the meeting to Shareholders, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; (f) limitations on the time allotted to questions or comments by Shareholders; and (g) the extent to which, if at all, other participants are permitted to speak.
10.5 Action by Written Consent. Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of law or the Declaration of Trust or these Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.
10.6 Record Dates. For the purpose of determining the Shareholders who are entitled to vote or act at any meeting or any adjournment or postponement thereof, or who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a time, or may authorize the officers of the Trust to fix a time, which shall be not more than 90 days before the date initially set for any meeting of Shareholders or the date for the payment of any dividend or of any other distribution, as the record date for determining the Shareholders having the right to notice of and to vote at such meeting and any adjournment or postponement thereof or the right to receive such dividend or distribution, and in such
case only Shareholders of record on such record date shall have the right notwithstanding any transfer of Shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any of such purposes close the register or transfer books for all or any part of such period.
10.7 Advance Notice of Shareholder Nominees for Trustees and Other Shareholder Proposals.
(a) As used in this Section 10.7, the term annual meeting refers to any annual meeting of Shareholders as well as any special meeting held in lieu of an annual meeting as described in Section 10.2 of these Bylaws, and the term special meeting refers to all meetings of Shareholders other than an annual meeting or a special meeting in lieu of an annual meeting.
(b) Unless otherwise required by applicable law, the matters to be considered and brought before any annual or special meeting of Shareholders shall be limited to only such matters, including the nomination and election of Trustees, as shall be brought properly before such meeting in compliance with the procedures set forth in this Section 10.7. Only persons who are nominated in accordance with the procedures set forth in this Section 10.7 shall be eligible for election as Trustees, and no proposal to fix the number of Trustees shall be brought before an annual or special meeting of Shareholders or otherwise transacted unless in accordance with the procedures set forth in this Section 10.7, except as may be otherwise provided in these Bylaws with respect to the right of holders of preferred shares of beneficial interest, if any, of the Trust to nominate and elect a specified number of Trustees in certain circumstances.
(c) Unless otherwise required by applicable law, for any matter to be properly before any annual meeting, the matter must be (i) specified in the notice of meeting given by or at the direction of a majority of the Trustees and a majority of the Continuing Trustees pursuant to Section 10.2 of these Bylaws, (ii) otherwise brought before the meeting by or at the direction of a majority of the Continuing Trustees (or any duly authorized committee thereof), or (iii) brought before the meeting in the manner specified in this Section 10.7(c) by a Shareholder of record entitled to vote at the meeting or by a Shareholder (a Beneficial Owner) that owns beneficially Shares entitled to vote at the meeting through a nominee or street name holder of record and that can demonstrate to the Trust such beneficial ownership and such Beneficial Owners entitlement to vote such Shares, provided that the Shareholder was the Shareholder of record or the Beneficial Owner of such Shares at the time the notice provided for in this Section 10.7(c) is delivered to the Secretary and, at such time, held or beneficially owned Shares entitled to be voted on the nomination or proposal by the Shareholder for at least one (1) year. For the avoidance of doubt, any references in this Section 10.7 to Shareholder shall, unless otherwise stated, include both Shareholders of Record and Beneficial Owners.
In addition to any other requirements under applicable law and the Declaration of Trust and these Bylaws, persons nominated by Shareholders for election as Trustees and any other proposals by Shareholders may be properly brought before an annual meeting only pursuant to timely notice (the Shareholder Notice) in writing to the Secretary. To be timely, the Shareholder Notice must be delivered to or mailed and received at the principal executive office of the Trust not less than ninety (90) nor more than one hundred and twenty (120) days prior to the first anniversary date of the prior years annual meeting; provided, however, with respect to the first annual meeting to be held after the initial public offering of the Trusts Common Shares, the Shareholder Notice must be so delivered or mailed and so received on or before September 30, 2020; provided further, 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.
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 or persons to be nominated; (B) the class or series, if applicable, and number of all Shares of the Trust owned of record or beneficially by each such person or persons, and any Proposed Nominee Associated Person (as defined below); (C) any information regarding each proposed nominee required by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Schedule 14A under the Exchange Act (or the corresponding provisions of any applicable regulation or rule subsequently adopted by the SEC or any successor agency applicable to the Trust); (D) any information regarding the person or persons to be nominated and any Proposed Nominee Associated Person that would be required to be disclosed (if such proposed nominee were a nominee) in a proxy statement or other filings 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; (E) whether such Shareholder believes any proposed nominee is or will be an interested person of the Trust (as defined in the 1940 Act) and, if not an interested person, information regarding each proposed nominee that will be sufficient for the Trust to make such 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 these Bylaws, including, where applicable, the additional qualifications for Independent Trustees set forth in Section 2.1(b) of these 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 Trusts 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 person or persons to be nominated to be named as nominees and to serve as Trustees if elected; and (iii) a brief description of each proposed nominees relevant background and experience for membership on the Board 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 these 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 these 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, these 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 Shareholders name and address as they appear on the Trusts 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 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 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 Shareholder, or any Shareholder Associated Person, and each proposed nominee and/or any other person or persons (including their names) pursuant to which the nomination(s) or proposal(s) are to be made by the Shareholder; (ix) in the case of a Shareholder who is a Beneficial Owner, evidence establishing such Beneficial Owners indirect ownership of, and entitlement 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 foregoing being to mitigate loss to, or to manage risk or benefit of Share price changes for, such Shareholder, or any Shareholder Associated Person, or to increase or decrease the voting power or pecuniary or economic interest of such Shareholder, or any Shareholder Associated Person, with respect to Shares. As used in this Section 10.7, 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 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.
(d) Unless otherwise required by applicable law, for any matter to be properly before any special meeting, the matter must be specified in the notice of meeting given by or at the direction of a majority of the Trustees and a majority of the Continuing Trustees pursuant to Section 10.2 of these Bylaws. In the event the Trust calls a special meeting for the purpose of electing one or more Trustees, any Shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Trusts notice of meeting if and only if the Shareholder provides a notice containing the information required in the Shareholder Notice to the Secretary required with respect to annual meetings by Section 10.7(c) hereof, and such notice is delivered to or mailed and received at the principal executive office of the Trust not later than the close of business on the tenth (10th) day following the day on which the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting are publicly announced or disclosed. For the avoidance of doubt, the Shareholder ownership requirements set forth in Section 10.7(c) hereof with respect to an annual meeting shall apply mutatis mutandis to any special meeting.
(e) A Shareholder providing notice of any nomination or proposal to be made at an annual meeting or special meeting shall further update and supplement such notice, if necessary, so that:
i. the information provided or required to be provided in such notice pursuant to Section 10.7(c) or Section 10.7(d) of these Bylaws shall be true and correct as of the record date for determining the Shareholders entitled to vote or act at the annual meeting or special meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive office of the Trust not later than five (5) business days after the record date for determining the Shareholders entitled to vote or act at such annual meeting or special meeting; and
ii. any subsequent information reasonably requested by the Trustees to determine that any proposed nominee has met the Trustee qualifications as set out in these Bylaws is provided, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive office of the Trust not later than five (5) business days after the request by the Trustees for subsequent information regarding Trustee qualifications has been delivered to or mailed and received by such Shareholder providing notice of any nomination.
Without limiting the foregoing, upon the Trusts request, an individual nominated for election as a Trustee must complete a questionnaire addressing such Trustees independence and any other matters deemed reasonable by the Trust. The failure to complete any such questionnaire in a reasonably complete, diligent, accurate, and good faith manner or to duly execute and provide any such questionnaire to the Secretary at the principal executive office of the Trust not later than seven (7) calendar days after the Trust first sends the questionnaire to such proposed nominee will render the nomination ineffective for failure to satisfy the requirements of these Bylaws.
(f) Unless otherwise required by applicable law, for purposes of this Section 10.7, a matter shall be deemed to have been publicly announced or disclosed if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, in a document publicly filed by the Trust with the SEC, or in a Web site accessible to the public maintained by the Trust or by its investment adviser or administrator or an affiliate of such investment adviser or administrator with respect to the Trust.
(g) Unless otherwise required by applicable law, in no event shall an adjournment or postponement (or a public announcement thereof) of a meeting of Shareholders commence a new time period (or extend any time period) for the giving of notice as provided in this Section 10.7.
(h) Unless otherwise required by applicable law, the person presiding at any meeting of Shareholders pursuant to Section 10.4 of these Bylaws, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to (i) determine whether a nomination or proposal of other matters to be brought before a meeting and notice thereof have been duly made and given in the manner provided in this Section 10.7 and elsewhere in these Bylaws and the Declaration of Trust and (ii) if not so made or given, to direct and declare at the meeting that such nomination and/or such other matters shall be disregarded and shall not be considered. Any determination by the person presiding shall be binding on all parties absent manifest error.
(i) Notwithstanding anything to the contrary in this Section 10.7 or otherwise in these Bylaws, unless required by federal law, no matter shall be considered at or brought before any annual or special meeting unless such matter has been approved for these purposes by a majority of the Continuing Trustees and, in particular, no Beneficial Owner shall have any rights as a Shareholder except as may be required by federal law. Furthermore, nothing in this Section 10.7 shall be construed as creating any implication or presumption as to the requirements of federal law.
ARTICLE 11
Issuance of Share Certificates
11.1 Share Certificates. Each Shareholder shall be entitled to a certificate stating the number of Shares (as defined in the Declaration of Trust) owned by him or her, in such form as shall be prescribed from time to time by the Trustees. Such certificates shall be signed by the President or any Vice President and by the Treasurer or any Assistant Treasurer. Such signatures may be by facsimile if the certificate is signed by a transfer agent, or by a registrar, other than a Trustee, officer or employee of the Trust. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he or she were such officer at the time of its issuance.
Notwithstanding the foregoing, in lieu of issuing certificates for Shares, the Trustees or the transfer agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such Shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such Shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof.
11.2 Loss of Certificates. In case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees shall prescribe, including, but not limited to, levying all replacement costs upon the Shareholder.
11.3 Issuance of New Certificates to Pledgee. A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.
11.4 Discontinuance of Issuance of Certificates. Notwithstanding anything to the contrary in this Article 11, the Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each Shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of Shares in the Trust.
ARTICLE 12
Inspection of Books and Accounts by Shareholders
12.1 Inspection of Books and Accounts by Shareholders. The Trustees shall from time to time determine, by resolution of a majority of the Trustees, whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust or any subset of them shall be open to the inspection of Shareholders; and no Shareholder shall have any right to inspect any accounts or books of the Trust except as conferred by law specifically applicable to Massachusetts business trusts or as authorized by a majority of the Trustees.
ARTICLE 13
Provisions Relating to the Conduct of the Trusts Business
13.1 Forum for Adjudication of Disputes. Unless the Trust consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any action or proceeding brought on behalf of the Trust or the Shareholders, (b) any action asserting a claim of breach of a fiduciary duty owed by any Trustee, officer, or other employee of the Trust to the Trust or the Shareholders, (c) any action asserting a claim arising pursuant to any applicable provision of the laws of the Commonwealth of Massachusetts or the Declaration of Trust or these Bylaws, (d) any action to interpret, apply, enforce or determine the validity of the Declaration of Trust or these Bylaws or any agreement contemplated by any provision of the 1940 Act, the Declaration of Trust or these Bylaws, or (e) any action asserting a claim governed by the internal affairs doctrine shall be within the federal or state courts sitting within the Commonwealth of Massachusetts (each, a Covered Action). For the sake of clarity, the foregoing provision shall not apply to Covered Actions asserted under the federal securities laws. Any person purchasing or otherwise acquiring or holding any interest in Shares of the Trust shall be deemed (a) to have notice of and consented to the provisions of this Section 13.1, and (b) to have waived any argument relating to the inconvenience of the forum referenced above in connection with any action or proceeding described in this Section 13.1.
If any Covered Action is filed in a court other than in a federal or state court sitting within the Commonwealth of Massachusetts (a Foreign Action) in the name of any holder of any interest in Shares of the Trust, such holder shall be deemed to have consented to (i) the personal jurisdiction of The Commonwealth of Massachusetts in connection with any action brought in any such courts to enforce the first paragraph of this Section 13.1 (an Enforcement Action) and (ii) having service of process made upon such holder in any such Enforcement Action by service upon such holders counsel in the Foreign Action as agent for such holder.
If any provision or provisions of this Section 13.1 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality, and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 13.1 (including, without limitation, each portion of any sentence of this Section 13.1 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.
ARTICLE 14
Writings
14.1 General. Any requirement under these Bylaws for a writing or written agreement, consent, instrument, notice, statement, waiver, or other document shall be sufficiently given if given by e-mail transmission, facsimile transmission, or other similar electronic means of communication that provides
evidence of transmission and is acceptable to the sending and the receiving parties.
ARTICLE 15
Amendment to the Bylaws
15.1 General. Except to the extent that the Declaration of Trust or applicable law requires a vote or consent of Shareholders or a higher vote or consent by the Trustees and/or the Continuing Trustees, these Bylaws may be amended, changed, altered or repealed, in whole or part, only by resolution of a majority of the Trustees and a majority of the Continuing Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such Trustees and Continuing Trustees; provided, however, that the approval of a majority of the Trustees and seventy-five percent (75%) of the Continuing Trustees shall be required for any amendment, change, alteration or repeal of Article 10 of these Bylaws.