As filed with the U.S. Securities and Exchange Commission on July 25, 2013
File Nos. 811-22378
333-164298
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
|
|
|
|
|
|
|
THE SECURITIES ACT OF 1933
|
|
x
|
|
|
Pre-Effective Amendment No.
|
|
¨
|
|
|
Post-Effective Amendment No. 18
|
|
x
|
and/or
REGISTRATION STATEMENT
UNDER
|
|
|
|
|
|
|
THE INVESTMENT COMPANY ACT OF 1940
|
|
x
|
|
|
Amendment No. 21
|
|
x
|
(Check appropriate box or boxes)
DOUBLELINE FUNDS TRUST
(Exact name of Registrant as Specified in Charter)
333 South
Grand Avenue, Suite 1800
Los Angeles, CA 90071
(Address of Principal Executive Offices)
(213) 633-8200
(Registrants Telephone Number, including Area
Code)
Ronald R. Redell
President
DoubleLine Funds Trust
333 South Grand Avenue, Suite 1800
Los Angeles, CA 90071
(Name and address of agent for Service)
With copies to:
Timothy W. Diggins, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
As soon as practicable after this Registration Statement is declared effective.
(Approximate Date of Proposed Public Offering)
It is proposed that this filing will become effective (check appropriate box)
|
¨
|
Immediately upon filing pursuant to Rule 485(b).
|
|
x
|
on August 1, 2013 pursuant to Rule 485(b).
|
|
¨
|
on (date) pursuant to Rule 485(a)(1).
|
|
¨
|
60 days after filing pursuant to Rule 485 (a)(1).
|
|
¨
|
75 days after filing pursuant to Rule 485 (a)(2).
|
|
¨
|
on (date) pursuant to Rule 485(a)(2).
|
If appropriate, check the following box:
|
¨
|
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
|
EXPLANATORY NOTE
This Post-Effective Amendment No. 18 to the Registration Statement of DoubleLine Funds Trust (the Trust) is being filed
to add the audited financial statements and certain related financial information for the fiscal year ended March 31, 2013 and to make certain other non-material changes for six series of the Trust: the DoubleLine Total Return Bond Fund, the
DoubleLine Core Fixed Income Fund, the DoubleLine Emerging Markets Fixed Income Fund, the DoubleLine Multi-Asset Growth Fund, the DoubleLine Low Duration Bond Fund, and the DoubleLine Floating Rate Fund.
DoubleLine Funds
Prospectus
August 1, 2013
DoubleLine Multi-Asset Growth Fund
Class A Shares DMLAX
Class C Shares DMLCX
Share Classes
Please read this document carefully before investing, and keep it for future reference.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
The Trust and the Fund
This Prospectus tells you about the Class A shares and Class C shares of the DoubleLine Multi-Asset Growth Fund (the
Fund
), a series of
DoubleLine Funds Trust, a Delaware statutory trust (the
Trust
).
Fund Summary
DoubleLine Multi-Asset Growth Fund
Investment Objective
The Fund seeks long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the
fees and expenses you may pay if you buy and hold shares of the Fund. You may qualify for an initial sales load discount on an investment in Class A shares if you and your family invest, or agree to invest in the future, $50,000 or more in
Class A shares of the Fund. More information about this discount is available from your financial intermediary and under Share Class Features Choosing a Share Class of this Prospectus.
Shareholder Fees
(fees paid directly from your investment; more details about the fees charged to each share class are available under Share Class
Features Choosing a Share Class of this Prospectus).
|
|
|
|
|
Share Class
|
|
Class A
|
|
Class C
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
4.25%
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
0.75%
1
|
|
1.00%
2
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
1.00%
|
|
1.00%
|
Fees for Redemption by Wire
|
|
$15
|
|
$15
|
Exchange Fee
|
|
None
|
|
None
|
Account Fee
|
|
None
|
|
None
|
-2-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
|
|
Share Class
|
|
Class A
|
|
|
Class C
|
|
Management Fees
|
|
|
1.00%
|
|
|
|
1.00%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
|
|
1.00%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.35%
|
|
|
|
0.35%
|
|
Acquired Fund Fees and Expenses
3
|
|
|
0.47%
|
|
|
|
0.47%
|
|
Total Annual Fund Operating Expenses
|
|
|
2.07%
|
|
|
|
2.82%
|
|
Fee Waiver and/or Expense
Reimbursement
4
|
|
|
(0.25%
|
)
|
|
|
(0.25%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.82%
|
|
|
|
2.57%
|
|
1
|
A contingent deferred sales charge applies only to purchases of $1 million or more of Class A shares if the shares are redeemed within 18 months of
purchase.
|
2
|
A contingent deferred sales load of 1.00% applies for Class C shares sold within 12 months of purchase.
|
3
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
4
|
DoubleLine Capital LP (the
Adviser
or
DoubleLine
) has contractually agreed to waive its investment advisory fee and to
reimburse the Fund for other ordinary operating expenses to the extent necessary to limit ordinary operating expenses to an amount not to exceed 1.45% for Class A shares and 2.20% for Class C shares. Ordinary operating expenses exclude taxes,
commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses. To the extent that the Adviser waives its investment advisory fee and/or reimburses the Fund
for other ordinary operating expenses pursuant to this waiver agreement, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed,
subject to the expense limitation in place at the time such amounts were waived or reimbursed. In the Funds last fiscal year, the Adviser waived 0.15% of its advisory fee for Class A shares and 0.15% of its advisory fee for Class C shares
pursuant to this waiver agreement. This expense limitation is expected to apply until at least July 31, 2014, except that it
|
-3-
|
may be terminated by the Board of Trustees at any time. Also, when the Fund invests in other investment vehicles sponsored by the Adviser (
other DoubleLine funds
), the Adviser
will waive its advisory fee in an amount equal to the advisory fees paid to the Adviser by other DoubleLine funds in respect of Fund assets so invested. The Adviser waived 0.10% of its advisory fee for Class A shares and 0.10% of its advisory
fee for Class C shares pursuant to this waiver agreement in respect of investments made in other DoubleLine funds during the Funds prior fiscal year. This arrangement may be terminated at any time with the consent of the Board of Trustees.
|
Example
This example
is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you
invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the
same (taking into account the Funds expense limitation for the first year). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
|
|
|
|
|
|
|
Class A
|
|
Class C
|
1 Year
|
|
$602
|
|
$363
|
3 Years
|
|
$1,023
|
|
$850
|
5 Years
|
|
$1,469
|
|
$1,467
|
10 Years
|
|
$2,704
|
|
$3,129
|
You would pay the following expenses if you did not redeem your shares:
|
|
|
|
|
|
|
Class A
|
|
Class C
|
1 Year
|
|
$602
|
|
$260
|
3 Years
|
|
$1,023
|
|
$850
|
5 Years
|
|
$1,469
|
|
$1,467
|
10 Years
|
|
$2,704
|
|
$3,129
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are
-4-
held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the
Funds portfolio turnover rate was 88% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks long-term capital appreciation by actively allocating its assets across asset classes, market sectors, and specific investments. The Adviser
allocates the Funds assets in response to changing market, economic, and political factors and events that the Funds portfolio managers believe may affect the value of the Funds investments. The Adviser will attempt to construct a
portfolio with the potential for capital appreciation, but may also seek to control risk by active allocation among asset classes, market and economic sectors, and issuers. The Funds portfolio will be actively managed, and the allocation of
the Funds assets to asset classes, market sectors, and issuers will change over time, sometimes rapidly.
The Funds principal investments
may include:
Equity Investments
Equity securities, of any kind, of U.S. or foreign issuers of any size.
Debt obligations
Debt obligations, of any kind, of domestic or foreign private or governmental issuers,
including, by way of example, loan participations, delayed funding loans and revolving credit facilities. The Fund may invest a substantial portion of its assets in mortgage-backed securities, including collateralized mortgage obligations, and other
asset-backed securities. The Fund may invest in investments of any maturity and of any quality, including defaulted securities, and may invest without limit in securities rated below investment grade, sometimes referred to as high yield or junk
bonds, and in unrated securities of any credit quality. When purchasing unrated securities for the Fund, the Adviser may assess such unrated securities as being of comparable ratings quality to other bonds and assign an internal credit rating to
such unrated bonds.
Real Estate
Investments in real estate related securities, such as, for example, real
estate investment trusts (
REITs
), real estate operating companies, brokers, developers, and builders; property management firms; and mortgage servicing firms.
-5-
Commodities
Investments intended to provide exposure to one or more physical
commodities or commodities indices. Investments may include, by way of example, exchange-traded funds, futures contracts, options on futures contracts, forward contracts, securities designed to provide commodity-based exposures, and common or
preferred stocks of subsidiaries of the Fund that invest directly or indirectly in precious metals and minerals or other commodity-related investments.
Currencies
Investment positions in various foreign currencies, including actual holdings of those currencies, and forward, futures, swap, and option contracts with respect to foreign
currencies.
Short-Term Investments
Short-term, high quality investments.
Although there is no limit on the amount of the Funds assets that may be invested in any particular asset class, the Adviser currently expects that the Fund
will typically invest at least 20% of its assets in equity securities and other equity-related investments and at least 20% of its assets in debt obligations and short-term investments; the Fund may invest less than these amounts at any time if the
Adviser believes it may be in the Funds best interest to do so.
The Fund may make any investment or use any investment strategy consistent
with applicable law. The Fund may engage in short sales, either to earn additional return or to hedge existing investments. The Fund may enter into derivatives transactions of any kind for hedging purposes or otherwise to gain, or reduce, long or
short exposure to one or more asset classes or issuers. The Fund may use derivatives transactions with the purpose or effect of creating investment leverage. Although the Fund reserves the right to invest in derivatives of any kind, it currently
expects that it may use the following types of derivatives: 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, 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 (such as credit default swaps), put and call
options, and exchange-traded and structured notes, to take indirect long or short positions on indexes, securities, currencies, or other indicators of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to
one or more physical commodities or indexes of commodities.
The Fund may invest some or all of its assets in other investment companies or pools,
including, for example, other open-end or closed-end
-6-
investment companies, exchange-traded funds, and domestic or foreign private investment vehicles (such as hedge funds). The Fund may from time to time invest in one or more subsidiary private
investment vehicles organized outside the United States that invest directly or indirectly in precious metals, minerals, or other commodity-related investments. The Fund may invest in other investment companies or private investment vehicles managed
by the Adviser, to the extent permitted by applicable law.
The Fund is registered as a non-diversified investment company as defined in the Investment
Company Act of 1940, as amended (the
1940 Act
), and may invest in the securities of a smaller number of issuers than a diversified company. There is no limit on the amount of the Funds assets that may be allocated to one or
more specific asset classes or market sectors. The Fund may invest without limit in obligations of issuers in any country or group of countries, including emerging market countries.
The Adviser may sell investments when it believes they no longer offer attractive potential future returns compared to other investment opportunities or they present undesirable risks, or in order to limit losses
on securities that have declined in value.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your
investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can
cause a decline in value are:
|
|
affiliated fund risk:
the risk that, due to its own financial interest or other business considerations, the Adviser may choose to invest a portion
of the Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may choose to invest in such investment companies over investment
companies sponsored or managed by others. Similarly, the Adviser may delay or decide against the sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates.
|
|
|
asset allocation risk:
the risk that the Funds investment performance may depend, at least in part, on how its assets are allocated and
reallocated among asset classes and underlying funds and that such
|
-7-
|
allocation will focus on asset classes, underlying funds, or investments that perform poorly or underperform other asset classes, underlying funds, or available investments.
|
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
|
commodities risk:
the risk that the value of the Funds shares may be affected by changes in the values of one or more commodities, which may
be extremely volatile and difficult to value, risk of possible illiquidity, and the risks and costs associated with delivery, storage, and maintenance of precious metals or minerals or other commodity-related investments.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds income might be reduced, the value of the Funds
investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
extension risk:
the risk that if interest rates rise, repayments of principal on certain debt securities, including, but not limited to,
|
-8-
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a longer duration will be more sensitive to changes in
interest rates than a similar security with a shorter duration. 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.
|
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
equity issuer risk:
the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or
|
-9-
|
unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
|
|
|
exchange-traded note risk:
the risk that the level of the particular market benchmark or strategy to which the notes return is linked will
fall in value; exchange-traded notes are subject to credit risk generally to the same extent as debt securities.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other
event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in a
manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any
|
-10-
|
ETF, in which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an
investment company might negatively affect the value of the investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
large shareholder risk:
the risk that certain account holders, including funds or accounts over which the Adviser has investment discretion, may
from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including as a result of an asset allocation
decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do so. Redemptions of a large number of shares may affect the liquidity of the
Funds portfolio, increase the Funds transaction costs, and accelerate the realization of taxable income and/or gains to shareholders.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market capitalization risk:
the risk that investing substantially in issuers in one market capitalization category (large, medium or small) may
adversely affect the Fund because of unfavorable market conditions particular to that category of issuers, such as larger, more established companies being unable to respond quickly to new competitive challenges or attain the high growth rates of
successful
|
-11-
|
smaller companies, or, conversely, stocks of smaller companies being more volatile than those of larger companies due to, among other things, narrower product lines, more limited financial
resources, fewer experienced managers and there typically being less publicly available information about small capitalization companies.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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.
|
|
|
non-diversification risk:
the risk that, because a relatively higher percentage of the Funds assets may be invested in the securities of a
limited number of issuers, 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
-12-
|
|
price volatility risk:
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.
|
|
|
real estate risk:
the risk that real estate related investments may decline in value as a result of factors affecting the real estate industry,
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 and regional market conditions.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
short sale risk:
the risk that a security the Fund has sold short increases in value.
|
|
|
tax risk:
in order to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (
Code
), the
Fund must meet requirements regarding, among other things, the source of its income. It is possible that certain of the Funds investments in commodity-linked derivatives, ETFs and other investment pools will 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.
|
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
-13-
Performance
The following performance information provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds
Class A shares for each full calendar year since the Funds inception. The table below shows how the average annual returns of the Funds Class A shares for the 1-year and since inception periods compare to those of two
broad-based securities market indexes. The returns in the bar chart do not reflect the effect of sales loads. If they did, the returns would be lower than those shown. As of the date of this Prospectus, Class C shares of the Fund had not been
issued. Class A and Class C shares bear different operating expenses. As a result, the total return for Class C shares would have been lower than the performance shown. The Funds past performance (before and after taxes) is not
necessarily an indication of how the Fund will perform in the future. Absent any applicable fee waivers and/or expense limitations (which have applied to the Fund since inception), performance would have been lower. Updated information on the
Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Class A Shares
Calendar year-to-date total return as of June 30, 2013 is (0.75%).
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
4.56%
|
|
Quarter ended September 30, 2012
|
Lowest:
|
|
(1.72%)
|
|
Quarter ended June 30, 2012
|
-14-
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Multi-Asset Growth Fund
|
|
One Year
|
|
|
Since Inception
(December 20, 2010)
|
|
Class A
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
(0.43%
|
)
|
|
|
0.65%
|
|
Return After Taxes on Distributions
|
|
|
(1.59%
|
)
|
|
|
(0.35%
|
)
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
(0.28%
|
)
|
|
|
(0.01%
|
)
|
S&P 500
®
Index
(reflects no deduction for fees, expenses or taxes)
|
|
|
16.00%
|
|
|
|
9.18%
|
|
Blended Benchmark: Barclays Capital U.S. Aggregate Bond Index (60%)/Morgan Stanley Capital International All Country World Index (25%)/Standard
& Poors Goldman Sachs Commodity Index (GSCI) Total Return (15%)
(reflects no deduction for fees, expenses or taxes)
|
|
|
6.78%
|
|
|
|
5.35%
|
|
The Funds after-tax returns as shown in the above table are calculated using the historical highest
applicable individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund
in a tax-deferred account, such as a 401(k) plan or an individual retirement account
,
after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than
other return figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class A shares only. After-tax returns for other classes
will vary. The S&P 500
®
Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure
performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered,
-15-
taxable, and dollar denominated. This index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass through
securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis. The Morgan Stanley Capital International All Country World Index is designed to provide a
broad measure of stock performance throughout the world. The MSCI All Country World Index includes both developed and emerging markets. Standard & Poors Goldman Sachs Commodity Index Total Return Index is a composite index of
commodity sector returns representing an unleveraged, long-only investment in commodity futures that is broadly diversified across the spectrum of commodities and measures the returns accrued from investing in fully-collateralized nearby commodity
futures.
Investment Adviser
DoubleLine
Capital LP is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Jeffrey E. Gundlach
|
|
Since the Funds inception in 2010
|
|
Chief Executive Officer
|
Bonnie Baha
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Samuel Garza
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Luz M. Padilla
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Jeffrey J. Sherman
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Purchase and Sale of Shares
You may purchase or redeem shares on any business day by written request via mail (DoubleLine Funds Trust, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701,
Milwaukee, WI 53201-0701), by wire transfer, by telephone at 877-DLine11 (877-354-6311), or through authorized dealers,
-16-
brokers, or other service providers (
financial intermediaries
). Purchases and redemptions by telephone are only permitted if you previously submitted appropriate authorization.
The minimum initial and subsequent investment amounts for different types of accounts are shown below, although we may reduce or waive the minimums in some cases.
|
|
|
|
|
|
|
|
|
|
|
Minimum Initial
Investment for
Regular
Accounts/IRAs
|
|
|
Subsequent
Investments for
Regular
Accounts/IRAs*
|
|
Class A Shares
|
|
|
$2,000/$500
|
|
|
|
$100/$100
|
|
Class C Shares
|
|
|
$2,000/$500
|
|
|
|
$100/$100
|
|
*
|
A $100 minimum subsequent purchase amount applies for automatic investment plans.
|
The minimum investment may be modified for certain financial intermediaries that submit trades on behalf of underlying investors. Certain financial intermediaries also may have their own investment minimums, which
may differ from the Funds minimums, and may be waived at the intermediaries discretion. The Trust reserves the right to change or waive the minimum initial and subsequent investment amounts without prior notice or to waive the minimum
investment amounts for certain intermediaries or investors in its discretion.
Tax Information
The Funds distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-advantaged arrangement, such
as a 401(k) plan or individual retirement account. If you invest through such tax-advantaged arrangements, you may be taxed later upon withdrawal from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a
broker-dealer or other financial intermediary (such as a bank), the Fund, the Adviser and the Funds distributor or any of their affiliates may pay the financial intermediary for the sale of Fund shares and related services. These payments may
create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment. Ask your individual salesperson or visit your financial intermediarys website for more information.
-17-
Additional Information About Principal Investment Strategies and Principal
Risks
Investment Objective
The Funds investment objective is to seek long-term capital appreciation. The Funds investment objective is non-fundamental, which means the Fund may change its investment objective without shareholder
approval or prior notice.
Principal Investment Strategies
The Fund seeks long-term capital appreciation by actively allocating its assets across asset classes, market sectors, and specific investments. The Adviser
allocates the Funds assets in response to changing market, economic, and political factors and events that the Funds portfolio managers believe may affect the value of the Funds investments. The Adviser will attempt to construct a
portfolio with the potential for capital appreciation, but may also seek to control risk by active allocation among asset classes, market and economic sectors, and issuers. The Funds portfolio will be actively managed, and the allocation of
the Funds assets to asset classes, market sectors, and issuers will change over time, sometimes rapidly.
The Funds principal investments
may include:
Equity Investments
Equity securities, of any kind, of U.S. or foreign issuers of any size. Equity
securities include common stocks, preferred stocks, and securities convertible into common or preferred stocks, and options and warrants to purchase common or preferred stocks.
Debt obligations
Debt obligations, of any kind, including, by way of example, U.S. and foreign corporate investment-grade
securities; U.S. Government securities and securities of foreign governments and supranational entities; U.S. and foreign below investment-grade bonds; mortgage-backed and other asset-backed securities; obligations of international agencies or
supranational entities; debt securities convertible into equity securities; inflation-indexed bonds; structured notes, including hybrid or indexed securities, event-linked bonds, and loan participations; delayed funding loans and revolving credit
facilities; and cash instruments. The Fund may invest in convertible securities and warrants. The Fund may invest a substantial portion of its assets in mortgage-backed securities, including
-18-
collateralized mortgage obligations, and other asset-backed securities. The Fund may invest in investments of any maturity. The Fund may invest in securities of any quality, including defaulted
securities, and may invest without limit in securities rated below investment grade, sometimes referred to as high yield or junk bonds. An investment will be considered to be below investment grade if it is rated Ba1 or lower by Moodys
Investors Service, Inc. and BB+ or lower by Standard & Poors Ratings Group. The Fund also may invest in unrated securities of any credit quality. When purchasing unrated securities for the Fund, the Adviser may assess such unrated
securities as being of comparable ratings quality to other bonds and assign an internal credit rating to such unrated bonds. Fixed income securities in which the Fund invests may include securities that pay interest at fixed rates or at floating or
variable rates; payments of principal or interest may be made at fixed intervals or only at maturity or upon the occurrence of stated events or contingencies.
Real Estate
Investments in real estate related securities, such as REITs (equity REITs or mortgage REITs), real estate operating companies, brokers, developers, and builders of residential,
commercial, and industrial properties; property management firms; finance, mortgage, and mortgage servicing firms; construction supply and equipment manufacturing companies; and firms dependent on real estate holdings for revenues and profits,
including lodging, leisure, timber, mining, and agriculture companies.
Commodities
Investments intended to provide
exposure to one or more physical commodities or commodities indices. Investments may include, by way of example, ETFs, futures contracts, options on futures contracts, forward contracts, securities designed to provide commodity-based exposures, and
common or preferred stocks of subsidiaries of the Fund that invest directly or indirectly in precious metals and minerals or other commodity-related investments.
Currencies
Investment positions in various foreign currencies, including actual holdings of those currencies, and forward, futures, swap, and option contracts with respect to foreign
currencies.
Short-Term Investments
Short-term, high quality investments, including, for example, commercial paper,
bankers acceptances, certificates of deposit, bank time deposits, repurchase agreements, and investments in money market mutual funds or similar pooled investments.
-19-
Although there is no limit on the amount of the Funds assets that may be invested in any particular asset
class, the Adviser currently expects that the Fund will typically invest at least 20% of its assets in equity securities and other equity-related investments and at least 20% of its assets in debt obligations and short-term investments; the Fund may
invest less than these amounts at any time if the Adviser believes it may be in the Funds best interest to do so.
The Fund may make any
investment or use any investment strategy consistent with applicable law. The Fund may engage in short sales, either to earn additional return or to hedge existing investments. The Fund may enter into derivatives transactions of any kind for hedging
purposes or otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. The Fund may use derivatives transactions with the purpose or effect of creating investment leverage. Although the Fund reserves the right to
invest in derivatives of any kind, it currently expects that it may use the following types of derivatives: 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, 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
(such as credit default swaps), put and call options, and exchange-traded and structured notes, to take indirect long or short positions on indexes, securities, currencies, or other indicators of value. The Fund may use futures contracts and other
derivatives to gain long or short exposure to one or more physical commodities or indexes of commodities. Any use of derivatives strategies entails the risks of investing directly in the securities or instruments underlying the derivatives
strategies, as well as the risks of using derivatives generally, and in some cases the risks of leverage, described in this Prospectus and in the Funds Statement of Additional Information (
SAI
).
The Fund may invest some or all of its assets in other investment companies or pools, including, for example, other open-end or closed-end investment companies,
ETFs, and domestic or foreign private investment vehicles (such as hedge funds). The Fund may from time to time invest in one or more subsidiary private investment vehicles organized outside the United States that invest directly or indirectly in
precious metals, minerals, or other commodity-related investments. The amount of the Funds investment in certain investment companies or investment pools may be limited by law or by tax considerations.
The Fund may invest in other investment companies or private investment vehicles managed by the Adviser or affiliates of the Adviser, including other
-20-
DoubleLine Funds, to the extent permitted by applicable law. Investing in such vehicles involves potential conflicts of interest. For example, the Adviser or its affiliates may receive fees based
on the amount of assets invested in those vehicles, which fees may be higher than the fees the Adviser receives for managing the Fund. Investment by the Fund in those other vehicles may be beneficial in the management of those other vehicles, by
helping to achieve economies of scale or enhancing cash flows. The Adviser may have an incentive to delay selling or redeeming the Funds investment in an affiliated vehicle in order to minimize any adverse effect on that other vehicle. These
and other factors may give the Adviser an economic or other incentive to make or retain an investment for the Fund in an affiliated investment vehicle in lieu of other investments that may also be appropriate for the Fund. To reduce this potential
conflict of interest, the Adviser has agreed to reduce its advisory fee to the extent of advisory fees paid to the Adviser or its affiliates by other investment vehicles in respect of assets of the Fund invested in those vehicles.
The Fund is registered as a non-diversified investment company as defined in the 1940 Act and may invest in the securities of a smaller number of issuers than a
diversified company. There is no limit on the amount of the Funds assets that may be allocated to one or more specific asset classes or market sectors. The Fund may invest without limit in obligations of issuers in any country or group of
countries, including emerging market countries. The amount of the Funds investment in a particular asset class, or the types of investments it may make in a particular asset class, may be limited by tax considerations or limitations imposed by
federal securities laws.
The Adviser may sell investments when it believes they no longer offer attractive potential future returns compared to other
investment opportunities or they present undesirable risks, or in order to limit losses on securities that have declined in value.
Under normal market
conditions, the Fund seeks to remain as fully invested as reasonably practicable. However, at times, the Adviser may judge that market conditions may make pursuing the Funds investment strategies inconsistent with the best interests of its
shareholders. The Adviser then may temporarily use alternative strategies that are mainly designed to limit the Funds losses. In implementing these strategies, the Fund may invest primarily in, among other things, U.S. Government and agency
obligations, cash or money market instruments (including, to the extent permitted by law or applicable exemptive relief, money market funds), or any other securities the Adviser considers consistent with such defensive strategies. During this
period, the Fund may not achieve its investment objective.
-21-
The Adviser may engage in active and frequent trading of the Funds portfolio investments. To the extent that it
does so, the Fund may incur greater transaction costs and may make greater distributions of income and gains, which will be taxable to shareholders who do not hold their shares through a tax-advantaged or tax-deferred account.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and
shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances
will not be considered in determining whether any investment complies with the Funds limitation or requirement.
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which
could adversely affect its net asset value, yield and total return, are (in alphabetical order) the following:
|
|
|
|
|
Affiliated Fund Risk
Asset Allocation Risk
Asset-Backed Securities Investment Risk
Commodities Risk
Debt Securities Risks
Defaulted Securities Risk
Derivatives Risk
Emerging Market Country Risk
Equity Issuer Risk
Exchange-Traded Note Risk
Financial Services Risk
Foreign Currency Risk
|
|
Foreign Investing Risk
Inflation-Indexed Bond Risk
Investment Company and Exchange-Traded Fund Risk
Junk Bond Risk
Large Shareholder Risk
Leveraging Risk
Liquidity Risk
Loan Risk
Market Capitalization Risk
Market Risk
Mortgage-Backed Securities Risk
Non-Diversification
Risk
|
|
Portfolio Management Risk
Portfolio Turnover Risk
Price Volatility Risk
Real Estate Risk
Reliance on the Adviser
Securities or Sector Selection Risk
Short Sale Risk
Tax Risk
U.S. Government Securities Risk
|
-22-
Principal Risks
Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more money your investment may earn for you and the more
you can lose.
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could
go down as well as up. You can lose money by investing in the Fund.
When you sell your shares of the Fund, they could be worth more or less than what you paid for them.
The Fund is affected by changes in the economy, or in securities, and other markets. There is also the possibility that investment decisions the Adviser makes with respect to the investments of the Fund will not
accomplish what they were designed to achieve or that the investments will have disappointing performance.
Your investment in the Fund may be subject
(in varying degrees) to the following risks discussed below. The Fund may be more susceptible to some of the risks than others.
Affiliated Fund Risk
Investing in other investment companies or private investment vehicles sponsored or managed by the Adviser or affiliates of the Adviser,
including other series of the Trust (each, a
DoubleLine Fund
and, collectively, the
DoubleLine Funds
), involves potential conflicts of interest. For example, the Adviser or its affiliates may receive fees
based on the amount of assets invested in those vehicles, which fees may be higher than the fees the Adviser receives for managing the Fund. Investment by the Fund in those other vehicles may be beneficial in the management of those other vehicles,
by helping to achieve economies of scale or enhancing cash flows. Due to these and other factors
,
the Adviser may choose to invest a portion of the Funds assets in investment companies sponsored or managed by the Adviser or its
affiliates in lieu of investments by the Fund directly in portfolio securities, or may choose to invest in such investment companies over investment companies sponsored or managed by others. Similarly, the Adviser may delay or decide against the
sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates. To reduce this potential conflict of interest, the Adviser has agreed to reduce its advisory fee to the extent of advisory fees paid to
the Adviser by other investment vehicles sponsored by the Adviser in respect of assets of the Fund invested in those other vehicles.
-23-
Asset Allocation Risk
The Funds investment performance may depend, at least in part, on how its assets are allocated and reallocated among the asset classes and underlying funds in which it invests according to the Funds
asset allocation targets and ranges. It is possible that the Adviser will focus on asset classes, underlying funds, or investments that perform poorly or underperform other asset classes, underlying funds, or available investments under various
market conditions. You could lose money on your investment in the Fund as a result of these allocation decisions. Although the Fund will attempt to invest in a number of different asset classes, to the extent that the Fund invests a significant
portion of its assets in a single or limited number of asset classes, underlying funds, or investments, it will be particularly sensitive to the risks associated with the asset classes, funds, or investments in which it concentrates.
Asset-Backed Securities Investment Risk
Asset-backed
investments tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. In a period of declining interest rates, the Fund
may be required to reinvest more frequent prepayments on asset-backed investments in lower-yielding investments. Asset-backed securities in which the Fund invests may have underlying assets that include, among others, motor vehicle installment sales
or installment loan contracts, home equity loans, leases of various types of real and personal property, and receivables from credit card agreements. There is a risk that borrowers may default on their obligations in respect of those underlying
obligations. Certain assets underlying asset-backed securities are subject to prepayment, which may reduce the overall return to asset-backed security holders. Holders may also experience delays in payment on the securities if the full amounts due
on underlying sales contracts or receivables are not realized by a trust because of unanticipated legal or administrative costs of enforcing the contracts or because of depreciation or damage to the collateral (usually automobiles) securing certain
contracts, or other factors. The values of asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore 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 may also affect the rights of security holders in and to the underlying collateral. The insolvency of entities that generate receivables or
that utilize the assets may result in added costs and delays in addition to
-24-
losses associated with a decline in the value of underlying assets. Certain asset-backed securities do not have the benefit of the same security interest in the related collateral as do
mortgage-backed securities; nor are they provided government guarantees of repayment as are some mortgage-backed securities. Credit card receivables generally are unsecured, and the debtors are entitled to the protection of a number of state and
federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. In addition, some issuers of automobile receivables permit the servicers to retain
possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. The
impairment of the value of collateral or other assets underlying an asset-backed security, such as a result of non-payment of loans or non-performance of other collateral or underlying assets, may result in a reduction in the value of such
asset-backed securities and losses to the Fund. It is possible that many or all asset-backed securities will fall out of favor at any time or over time with investors, affecting adversely the values and liquidity of the securities.
Commodities Risk
The Fund may directly or indirectly
have exposure to global commodity markets or particular commodities (such as precious metals or natural gas). Therefore, the value of its shares is affected by factors particular to the commodity markets. Commodity prices can be extremely volatile
and are affected by a wide range of factors, including changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency exchange rates, population growth and changing
demographics, nationalization, expropriation, or other confiscation, international regulatory, political, and economic developments (for example, regime changes and changes in economic activity levels), and developments affecting a particular
industry or commodity, such as drought, floods, or other weather conditions, livestock disease, trade embargoes, competition from substitute products, transportation bottlenecks or shortages, fluctuations in supply and demand, and tariffs. The Fund
may from time to time invest in one or more subsidiaries organized outside the United States that invest directly or indirectly in, among other things, precious metals or minerals or other commodity-related investments. The Funds investment in
any one subsidiary is generally limited to 25% of the Funds total assets, and the value of such an investment may be adversely affected by the risks associated with delivery,
-25-
storage and maintenance, possible illiquidity, and the unavailability of accurate market valuations of precious metals or minerals or other commodity-related investments as well as by custody and
transaction costs associated with a subsidiarys investment in precious metals or minerals or other commodity-related investments. Investing in commodity-related investments through a subsidiary does not reduce the risks associated with
investing in such investments. Any such subsidiary will not be registered under the 1940 Act, and will not be subject to all the investor protections of the 1940 Act.
The Fund may also directly or indirectly use commodity-related derivatives. The value of these derivatives may fluctuate more than the relevant underlying commodity or commodities or commodity index.
Debt Securities Risks
Debt securities are subject to
various risks including, among others, credit risk and interest rate risk. These risks can affect a securitys price volatility to varying degrees, depending upon the nature of the instrument.
Credit risk:
refers to the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due.
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 or 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 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. In addition, lack 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 ratings agencies may be subject to downgrade. 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. If an
issuer or counterparty fails to pay interest, the
-26-
Funds income might be reduced and the value of the investment might fall, and if an issuer or counterparty fails to pay principal, the value of the investment might fall and the Fund could
lose the amount of its investment.
Extension risk:
refers to 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.
Interest rate risk:
refers to the risk that the values of debt instruments held by the Fund will fall in response to increases in interest rates. In general, the values of debt securities fall in
response to increases in interest rates, and rise in response to decreases in interest rates. The value of a security with a longer duration will be more sensitive to increases in interest rates than a similar security with a shorter duration.
Duration is a measure of the expected life of a bond that is used to determine the sensitivity of a securitys price to changes in interest rates. For example, the price of a bond fund with an average duration of three years generally would be
expected to fall approximately 3% if interest rates rose by one percentage point. 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. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the
reset terms, including the index chosen, frequency of reset and reset caps or floors, among other things).
Defaulted Securities Risk
Defaulted securities risk refers to the uncertainty of repayment of defaulted securities 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. Insolvency laws and practices in
-27-
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.
Derivatives Risk
A derivative is a financial contract whose value depends on changes in the value of one or more underlying assets, reference rates, or indexes. These instruments include, among others, options, futures contracts,
forward currency contracts, swap agreements and similar instruments. 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.
The Funds use of derivatives involves the risk that the
other party to the derivative contract will fail to make required payments or otherwise to comply with the terms of the contract. In the event the counterparty to a derivative instrument becomes insolvent, the Fund potentially could lose all or a
large portion of its investment in the derivative instrument. Derivatives transactions can create investment leverage and may be highly volatile, and the Fund could lose more than the amount it invests. Derivatives may be difficult to value and
highly illiquid, and the Fund may not be able to close out or sell a derivative position at a particular time or at an anticipated price. Use of derivatives may increase the amount and affect the timing and character of taxes payable by
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 with that of the underlying investment. It is possible that, when the Fund uses a derivative for hedging purposes, the derivative will not in fact provide the anticipated protection, and the Fund could lose money on
-28-
both the derivative transaction and the exposure the Fund sought to hedge. Because most derivatives involve contractual arrangements with a counterparty, no assurance can be given that a
particular type of derivative contract can be completed or terminated when desired by the Adviser. 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. Certain derivatives may create a risk of loss greater than the amount invested.
Emerging Market Country Risk
Investing in emerging market
countries involves substantial risk due to limited information; higher brokerage costs; different accounting, auditing and financial reporting standards; less developed legal systems and thinner trading markets as compared to those in developed
countries; currency blockages or transfer restrictions; an emerging market countrys dependence on revenue from particular commodities or international aid; and expropriation, nationalization or other adverse political or economic developments.
Political and economic structures in many emerging market countries may be undergoing significant evolution and rapid development, and such countries
may lack the social, political and economic stability characteristics of developed countries. Some of these countries have in the past failed to recognize private property rights and have nationalized or expropriated the assets of private companies.
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 U.S. 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. In addition, emerging market countries exchanges and broker-dealers may generally be subject to less regulation than
their counterparts in developed countries. 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.
Emerging market countries may have
different clearance and settlement procedures than in the U.S., and in certain markets there may be times
-29-
when settlements fail to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Further, 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 assets of the Fund are uninvested and no return is earned thereon. The inability of the Fund 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.
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.
Currencies of emerging market countries have sometimes experienced devaluations relative to the U.S. dollar, and major devaluations have
historically occurred in certain countries. A devaluation of the currency in which investment portfolio securities are denominated will negatively impact the value of those securities. Emerging market countries have and may in the future impose
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.
Equity Issuer Risk
The market prices of common stocks and other equity securities may go up or down, sometimes rapidly or unpredictably. The values of equity securities may decline due to general market conditions that are not
especially 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
-30-
production costs and competitive conditions within an industry. In addition, the values of equity securities may decline for a number of reasons that may directly relate to the issuer, such as
management performance, financial leverage, non-compliance with regulatory requirements, and reduced demand for the issuers goods or services. Equity securities generally have greater price volatility than bonds and other debt securities. The
values of equity securities paying dividends at high rates may be more sensitive to change in interest rates than are other equity securities. The Fund may continue to accept new subscriptions and to make additional investment in equity securities
even under general market conditions that the Funds portfolio managers view as unfavorable for equity securities.
Exchange-Traded Note
Risk
Exchange-traded notes (
ETNs
) are securities whose returns are linked to the performance of a particular market benchmark,
strategy or reference asset minus applicable fees. ETNs may be traded on an exchange (for example
,
the New York Stock Exchange (the
NYSE
)). At maturity, the issuer is obligated to pay to the investor cash equal to the
principal amount, subject to adjustment based on changes to a market benchmark, strategy or reference asset factor. ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, and the value of the ETN
may drop due to a downgrade in the issuers credit rating or a decline in its creditworthiness, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of
supply, and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuers credit rating, and economic, legal, political, or geographic events that affect the
referenced underlying asset. When the Fund invests in an ETN, it will bear its proportionate share of any fees and expenses borne by the ETN. There may be times when an ETN trades at a premium or discount to its market benchmark, strategy, or
reference asset.
Financial Services Risk
Investing in issuers in the financial services sector involves, among others, the following risks: (i) changes in the regulatory framework or economic
conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to financial leverage and/or investments or agreements which,
under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other
-31-
unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.
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 Fund may use derivatives to acquire positions in currencies whose values the Adviser expects to correlate with the value of currencies the Fund
owns, currencies the Adviser wants the Fund to own, or currencies the Fund is exposed to through its investments. This presents the risk that the exchange rates of the currencies involved may not move in relation to one another as expected. In that
case, the Fund could lose money on its holding of a particular currency and also lose money on the derivative. The Fund may also take overweighted or underweighted currency positions and/or hedge the currency exposure of the securities in which they
have invested. As a result, their currency exposure may differ (in some cases significantly) from the currency exposure of their security investments and/or their benchmarks.
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 because the Funds performance may depend on factors other than the performance of a particular company. In addition, 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.
-32-
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. In addition, security trading practices abroad may offer less protection to investors such as the Fund. Political, social or financial instability, civil unrest 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.
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 or by unfavorable currency
regulations imposed by foreign governments.
Inflation-Indexed Bond Risk
Inflation-indexed bonds are fixed income securities whose principal values are periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of
inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted
for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal. With regard to
municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, the inflation adjustment is reflected in the semi-annual coupon payment. As a result, the principal value of municipal inflation-indexed bonds and such corporate
inflation-indexed bonds does not adjust according to the rate of inflation. The value of inflation-indexed bonds is expected to change in response to changes in
-33-
real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation,
real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Inflation-indexed bonds may cause a potential cash flow mismatch to investors, because an increase in the principal amount of an inflation-indexed bond will be
treated as interest income currently subject to tax at ordinary income rates even though investors will not receive repayment of principal until maturity. If the Fund invests in such bonds, it will be required to distribute such interest income in
order to qualify for treatment as a regulated investment company and eliminate the Fund-level tax, without a corresponding receipt of cash, and therefore may be required to dispose of portfolio securities at a time when it may not be advantageous to
do so in order to make such distributions.
Investment Company and Exchange-Traded Fund Risk
Investments in open-end and closed-end investment companies, and other pooled investment vehicles, including any ETFs, involve substantially the same risks as
investing directly in the instruments held by these entities. However, the total return from such investments will be reduced by the operating expenses and fees of the investment company or ETF. The Fund must pay its pro rata portion of an
investment companys or ETFs fees and expenses, which may include performance fees that could be substantial (such as certain non-registered investment companies that may charge up to 20% or more of the gains on the Funds
investments). An investment company or ETF may not achieve its investment objective or execute its investment strategy effectively, which may adversely affect the Funds performance. Shares of a closed-end investment company or ETF may expose
the Fund to risks associated with leverage and may trade at a premium or discount to the net asset value of the closed-end funds or the ETFs portfolio securities depending on a variety of factors, including market supply and demand. Due
to its own financial interest or other business considerations, the Adviser may choose to invest a portion of the Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund
directly in portfolio securities, or may choose to invest in such investment companies over investment companies sponsored or managed by others.
Junk Bond Risk
Fixed income instruments rated below
investment grade, or unrated securities that are determined by the Adviser to be of comparable quality,
-34-
are high yield, high risk bonds, commonly known as junk bonds. These bonds are predominantly speculative. They are usually issued by companies without long track records of sales and earnings, or
by companies with questionable credit strength. These bonds have a higher degree of default risk and may be less liquid than higher-rated bonds. These securities may be subject to a greater price volatility due to such factors as specific corporate
developments, interest rate sensitivity, negative perceptions of junk bonds generally, and less secondary market liquidity. This potential lack of liquidity may make it more difficult for the Fund to accurately value these securities.
Large Shareholder Risk
Certain account holders,
including funds or accounts over which the Adviser has investment discretion, may from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or
a portion of their Fund shares, including as a result of an asset allocation decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do
so. Redemptions of a large number of shares may affect the liquidity of the Funds portfolio, increase the Funds transaction costs and accelerate the realization of taxable income and/or gains to shareholders. Such transactions also
potentially limit the use of any capital loss carryforwards and certain other losses to offset future realized capital gains (if any).
Leveraging Risk
Certain transactions, including, for
example, when-issued, delayed-delivery, and forward commitment purchases, inverse floaters, loans of portfolio securities, repurchase agreements (or reverse repurchase agreements), and the use of some derivatives, can result in leverage. In
addition, the Fund may achieve investment leverage by borrowing money. Leverage generally has the effect of increasing the amounts of loss or gain the Fund might realize, and creates the likelihood of greater volatility of the value of the
Funds investments. In transactions involving leverage, a relatively small market movement or change in other underlying indicator can lead to significantly larger losses to the Fund. There is risk of loss in excess of invested capital.
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
-35-
Funds investments may become less liquid in response to market developments or adverse investor perceptions. When there is no willing buyer and investments cannot be readily sold or closed
out, the Fund may have to sell at a lower price than the price at which the Fund is carrying the investments or may not be able to sell the investments at all, each of which would have a negative effect on the Funds performance. It is possible
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 or that the Fund may be forced to sell large amounts of securities more quickly than it normally would in the
ordinary course of business. In such a case, the sale proceeds received by the Fund may be substantially less than if the Fund had been able to sell the securities in more-orderly transactions, and the sale price may be substantially lower than the
price previously used by the Fund to value the securities for purposes of determining the Funds NAV. In addition, if the Fund sells floating rate investments with extended settlement times, the settlement proceeds from the sales may not be
available to meet the Funds redemption obligations for a substantial period of time. If another fund or investment pool in which the Fund invests is not publicly offered or there is no public market for its shares or accepts investments
subject to certain legal restrictions, such as lock-up periods implemented by private funds, the Fund may be prohibited by the terms of its investment from selling or redeeming its shares in the fund or pool, or may not be able to find a buyer for
those shares at an acceptable price. The values of illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more
liquid comparable investment.
Loan Risk
Investments in loans are generally subject to the same risks as investments in other types of debt securities, 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
-36-
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 below a specified
minimum level. When short-term interest rates are low, this feature could result in the interest rates of those loans becoming fixed at the applicable minimum level until short-term interest rates rise above that level. Although this feature is
intended to result in these loans yielding more than they otherwise would when short-term interest rates are low, the feature might also result in the prices of these loans becoming more sensitive to changes in interest rates should short-term
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 net asset value.
Opportunities to invest in loans or certain types of loans, such as Senior Loans,
may be limited. Alternative investments may provide lower yields and may, in the Advisers view, offer less attractive investment characteristics. The limited availability of loans may be due to a number of reasons, including that direct
lenders may allocate only a small number of loans to new investors, including the Fund. There may also be fewer loans made or available that the Adviser finds attractive investment opportunities, particularly during economic downturns. Also, lenders
or agents may have an incentive to market only the least desirable loans to investors such as the Fund. If the market demand for loans increases, the availably of loans for purchase and the interest paid by borrowers may decrease.
Additional risks of investments in loans may include:
Agent/Intermediary Risk.
If the Fund holds a loan through another financial institution, or relies on another financial institution to administer the loan, the Funds receipt of principal and
interest on the loan is subject to the credit risk of the financial institution. If the Fund holds its interest in a loan through another financial institution, the
-37-
Fund likely would not be able to exercise its rights directly against the borrower and may not be able to cause the financial institution to take what it considers to be appropriate action. If
the Fund relies on a financial institution to administer a loan, the Fund is subject to the risk that the financial institution 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.
Collateral Impairment Risk.
The terms of certain loans in
which the Fund may invest require that collateral be maintained to support payment of the borrowers obligations under the loan. However, the value of the collateral may decline after the Fund invests, and the value of the collateral may not be
sufficient to cover the amount owed to the Fund. In addition, the Funds interest in collateral securing a loan may be found invalid or may be used to pay other outstanding obligations of the borrower under applicable law. In the event that a
borrower defaults, the Funds access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that all or some of the collateral may be illiquid. The
Fund may have to participate in legal proceedings or take possession of and manage assets that secure the issuers obligations. This could increase the Funds operating expenses and decrease its net asset value.
Equity Securities and Warrants.
The acquisition of equity securities may generally be incidental to the Funds purchase of a
loan. The Fund may acquire equity securities as part of an instrument combining a loan and equity securities of a borrower or its affiliates. The Fund also may acquire equity securities issued in exchange for a loan or in connection with the default
and/or restructuring of a loan, including subordinated and unsecured loans, and high-yield securities. Equity securities include common stocks, preferred stocks and securities convertible into common stock. Equity securities are subject to market
risks and the risks of changes to the financial condition of the issuer, and fluctuations in value.
Highly Leveraged
Transactions.
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.
-38-
Stressed, Distressed or Defaulted Borrowers
.
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
is limited public information available regarding loan investments, the Fund investing in such instruments is particularly dependent on the analytical abilities of the Funds portfolio managers.
Interest Rate Benchmarks.
Interest rates on loans typically adjust periodically often based on a benchmark rate plus a premium or
spread over the benchmark rate. The benchmark rate usually is the Prime Rate, LIBOR, the Federal Reserve federal funds rate, or other base lending rates used by commercial lenders (each as defined in the applicable loan agreement).
-39-
The interest rate on Prime Rate-based loans floats daily as the Prime Rate changes, while the
interest rate on LIBOR based loans is reset periodically, typically 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 or fixed interest rates may increase fluctuations in the Funds net asset value as a result of changes in interest rates.
Certain loans may permit the borrower to change the base lending rate during the term of the loan. In recent years, the differential between the lower LIBOR base rates and the higher Prime Rate base rates
prevailing in the commercial bank markets has widened to the point that the payments paid by borrowers with LIBOR based interest rates do not currently compensate for the differential between the Prime Rate and the LIBOR base rates. Consequently,
borrowers have increasingly selected the LIBOR-based pricing option, resulting in a yield on loans that is consistently lower than the yield available from the Prime Rate-based pricing option. If this trend continues, it may significantly limit the
ability of the Fund to achieve a net return to shareholders that approximates the average published Prime Rate of leading U.S. banks. The Adviser cannot predict whether this trend will continue.
Restrictive Loan Covenants.
Borrowers must comply with various restrictive covenants typically 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.
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.
-40-
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 by any specific collateral of the borrower. 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
-41-
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.
Settlement Risk.
Transactions in many loans settle on a delayed basis, and the Fund may not receive the proceeds from the
sale of a loan for a substantial period after the sale. As a result, sale proceeds related to the sale of loans will not be available to make additional investments or to meet the Funds redemption obligations until potentially a substantial
period after the sale of the loans.
The Fund may invest in loans directly or by investing in the DoubleLine Floating Rate Fund.
Market Capitalization Risk
Stocks fall into three
broad market capitalization categories large, medium and small. Investing substantially in one of these categories carries the risk that due to current market conditions that category may be out of favor with investors.
If valuations of large capitalization companies appear to be greatly out of proportion to the valuations of small or medium capitalization companies, investors may
migrate to the stocks of small and medium-sized companies. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Larger companies also may not be able to
attain the high growth rates of successful smaller companies.
Investing in medium and small capitalization companies may involve special risks because
those companies may have narrower product lines, more limited financial resources, fewer experienced managers, dependence on a few key employees, and a more limited trading market for their stocks, as compared with larger companies. In addition,
securities of these companies are subject to the risk that, during certain periods, the liquidity of particular issuers or industries will shrink or disappear with little forewarning as a result of adverse economic or market conditions, or adverse
investor perceptions, whether or not accurate. Securities of medium and smaller capitalization issuers may therefore be subject to greater price volatility and may decline more significantly in market downturns than securities of larger companies.
Smaller and medium capitalization issuers may also require substantial additional capital to support their operations, to finance expansion or to maintain their
-42-
competitive position; and may have substantial borrowings or may otherwise have a weak financial condition, and may be susceptible to bankruptcy. Transaction costs for these investments are often
higher than those of larger capitalization companies. There is typically less publicly available information about medium and small capitalization companies.
Market 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 or different asset classes. 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).
Instability in the financial markets in recent years has led the U.S. Government to take a number of unprecedented actions designed to support certain financial
institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Governmental and non-governmental issuers (notably in Europe) have defaulted on, or been forced to restructure, their
debts, and many other issuers have faced difficulties obtaining credit. These market conditions may continue, worsen or spread, including in the United States, Europe and beyond. Further defaults or restructurings by governments and others of their
debt could have additional adverse effects on economies, financial markets, and asset valuations around the world. In response to the crisis, the United States and other governments and the Federal Reserve and certain foreign central banks have
taken steps to support financial markets. The withdrawal of this support, failure of efforts in response to the crisis, or investor perception that these efforts are not succeeding could negatively affect financial markets generally as well as the
values and liquidity of certain securities. Whether or not the Fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the Funds
investments may be negatively affected. Federal,
-43-
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 may also change the way in which the Fund or the Adviser is 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.
Mortgage-Backed Securities Risk
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 value of all mortgage-backed securities also
may change because of changes in the markets perception of the creditworthiness of the organization that issued or guarantees them. 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.
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 will generally tend to have more moderate changes in price when interest rates rise or fall, but their current yield will 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
-44-
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 residential mortgage market in the United States recently has experienced difficulties that 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 have increased recently and may continue to increase, and a decline in or flattening of housing values (as has recently been
experienced and may continue to be experienced in many housing markets) 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. Also, a number of residential mortgage loan originators have recently experienced serious financial difficulties or bankruptcy. Reduced investor
demand for mortgage-related securities has resulted and may continue to 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. It is possible that such limited liquidity in secondary markets could continue or worsen.
Ongoing developments in the residential mortgage market may have additional consequences to the market for mortgage-backed securities.
Delinquencies and losses generally have been increasing with respect to securitizations involving residential mortgage loans and may continue to increase as a result of the weakening housing market and the seasoning of securitized pools of mortgage
loans. Many so-called sub-prime mortgage pools are currently distressed and may be trading at significant discounts to their face value.
Additionally, mortgage lenders have adjusted their loan programs and underwriting standards, which has reduced the availability of mortgage credit to prospective mortgagors. This has resulted in reduced
availability of financing alternatives for mortgagors seeking to refinance their mortgage loans. The reduced availability of refinancing
-45-
options for mortgagors has resulted in higher rates of delinquencies, defaults and losses on mortgage loans, particularly in the case of, but not limited to, mortgagors with adjustable rate
mortgage loans or interest-only mortgage loans that experience significant increases in their monthly payments following the adjustment date or the end of the interest-only period (see Adjustable Rate Mortgages below for further
discussion of adjustable rate mortgage risks). These events, alone or in combination with each other and with deteriorating economic conditions in the general economy, may continue to contribute to higher delinquency and default rates on mortgage
loans. The tighter underwriting guidelines for residential mortgage loans, together with lower levels of home sales and reduced refinance activity, also may have contributed to a reduction in the prepayment rate for mortgage loans generally and this
trend may continue. 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.
The United States Government conservatorship of Federal Home Loan Mortgage Corporation (
Freddie Mac
) and the Federal National
Mortgage Corporation (
Fannie Mae
) in September 2008 and its ultimate resolution may adversely affect the real estate market, the value of real estate-related assets generally and markets generally.
The Federal Housing Finance Agent (
FHFA
), as conservator or receiver of Fannie Mae and Freddie Mac, has the power to repudiate
any contract entered into by Fannie Mae or Freddie Mac prior to its appointment if it determines that performance of the contract is burdensome and repudiation of the contract promotes the orderly administration of Fannie Maes or Freddie
Macs affairs. In the event the guaranty obligations of Fannie Mae or Freddie Mac are repudiated, the payments of interest to holders of Fannie Mae or Freddie Mac mortgage-backed securities would be reduced if payments on the mortgage loans
represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to
offset any shortfalls experienced by such mortgage-backed security holders.
Further, in its capacity as conservator or receiver, FHFA
has the right to transfer or sell any asset or liability of Fannie Mae or Freddie Mac
-46-
without any approval, assignment or consent. If FHFA were to transfer any such guaranty obligation to another party, holders of Fannie Mae or Freddie Mac mortgage-backed securities would have to
rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
Commercial
Mortgage-Backed Securities (CMBS).
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.
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 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
-47-
security, which could have an adverse effect on the Funds ability to achieve its investment objective.
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. 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 suffered periods of illiquidity when disfavored by the market.
Collateralized Mortgage
Obligations.
There are certain risks associated specifically with collateralized mortgage obligations (
CMOs
). 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, such as those that occurred in 1994, 2007, 2008 and 2009, 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 United States 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.
Adjustable Rate Mortgages.
Adjustable Rate Mortgages (
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
-48-
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 dramatically 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 Risk.
One type of stripped mortgage-backed security pays to one class all of the
interest from the mortgage assets (the interest-only, or IO class), while the other class will receive all of the principal (the principal-only, or PO class). The yield to maturity 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.
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 leverage and 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. Inverse
floaters may be considered to be leveraged, including if their interest rates vary by a magnitude that exceeds the magnitude of the change in a reference rate of interest (typically a short-term interest rate). The leverage inherent in inverse
-49-
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.
Collateralized Debt Obligations.
The Fund may invest in collateralized debt obligations (
CDOs
), which include
collateralized bond obligations (
CBOs
), collateralized loan obligations (
CLOs
) and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is 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 and
subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge management fees and administrative expenses. For both CBOs and CLOs, the cash flows from the trust are split into two
or more portions, called tranches, varying in risk and yield. The riskiest portion is the equity tranche which generally bears losses in connection with the first defaults, if any, on the bonds or loans in the trust and serves to provide some
measure of protection to the other, more senior tranches from defaults. A senior tranche from a CBO trust or CLO trust typically has higher ratings and lower yields than the underlying securities, and can be rated investment grade. Despite the
protection from the equity tranche, CBO or CLO 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 CBO or CLO securities as a class. The risks of an investment in a CDO depend largely on the type of the collateral securities and the class 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, investments in CDOs may be characterized by the Fund as illiquid securities; however, an active dealer market may exist for CDOs allowing a CDO to qualify under
Rule 144A under the Securities Act. In addition to the normal 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 the collateral will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) that they may be subordinate to other classes; and
-50-
(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 others and may produce unexpected investment
results.
Non-Diversification Risk
The Fund is
non-diversified and may invest its assets in a smaller number of issuers than may a diversified mutual fund. 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.
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.
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/asked 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 gains, which are generally taxable to shareholders at ordinary income rates). Such costs are not reflected in
the Funds Total Annual Fund Operating Expenses set forth under Fees and Expenses but do have the effect of reducing the Funds investment return. The Fund and its shareholders will also share in the costs and tax effects of
portfolio turnover in any underlying funds in which the Fund invests.
-51-
Price Volatility Risk
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. Different parts of the market and different types of
securities can react differently to political or economic or other developments. Issuer, political or economic developments can affect a single issuer, multiple issuers within an industry or economic sector or geographic region or market as a whole.
Prices of some securities tend to be more volatile in the short-term. The fewer the number of issuers in which the Fund invests, the greater the potential volatility of the Funds portfolio.
Real Estate Risk
The value of the Funds portfolio
could change in light of factors affecting the real estate industry. 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 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.
REITs also are subject to cash flow dependency, defaults by borrowers, and the risk of
failing to qualify for special tax treatment accorded REITs under the Code and/or to maintain exemption from investment company status under the 1940 Act.
Reliance on the Adviser
The Funds ability to achieve its investment objective is dependent upon the
Advisers ability to identify profitable investment opportunities for the Fund. While the portfolio managers of the Fund may have considerable experience in managing other portfolios with investment objectives, policies and strategies that are
similar, the past experience of the portfolio managers, including with other strategies and funds, does not guarantee future results for the Fund.
Securities or Sector Selection Risk
The risk that the
securities held by the Fund will underperform securities held in other funds investing in similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
-52-
Short Sale Risk
The Fund may sell a security short and borrow the same security from a broker or other institution to complete the sale. The Fund may make a profit or incur a loss
depending upon whether the market price of the security decreases or increases between the date of the short sale and the date on which the Fund must replace the borrowed security. An increase in the value of a security sold short 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 sale is potentially unlimited.
Tax Risk
In order to qualify as a regulated investment
company under the Code, the Fund must meet requirements including regarding the source of its income. (See Taxes below for a more detailed discussion.) Income from certain commodity-linked instruments and from direct investments in
commodities is not income that meets the qualification requirements for a regulated investment company under the Code (
qualifying income
). The tax treatment of certain other commodity-linked instruments in which the Fund might
invest is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income. Generally, any income the Fund derives from investments in instruments that do not generate qualifying income including
commodity-linked swaps and certain other commodity-linked derivatives, must be limited to a maximum of 10% of the Funds annual gross income. The Fund has obtained a private letter ruling from the Internal Revenue Service
(
IRS
) confirming that the income and gain earned through a wholly-owned subsidiary that invests in certain types of commodity-linked derivatives constitute qualifying income. Certain ETFs and other investment pools in which the
Fund may invest might not generate qualifying income, and it may be difficult for the Fund to determine in advance the amount of non-qualifying income that would be generated by such investments. 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, unless it is eligible to and does pay a tax at the Fund level. 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.
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
-53-
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, are not supported by the full faith and credit of the U.S. Government, and so
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 could adversely affect the Funds ability to achieve its
investment objective. On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. The downgrade by S&P and other future downgrades 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.
Portfolio Holdings Information
A description of the Funds policies and procedures with respect to the disclosure of its portfolio securities is available in the SAI.
Currently, disclosure of the Funds portfolio holdings is required by law to be made quarterly within 60 days of the end of each fiscal quarter in the annual report and semi-annual report to shareholders and in the quarterly holdings report on
Form N-Q. The SAI and Form N-Q are available, free of charge, on the EDGAR database on the Securities and Exchange Commissions (the
SECs
) website at www.sec.gov.
-54-
Management of the Fund
Investment Adviser
The investment adviser for the Fund is DoubleLine Capital LP, headquartered at 333 South Grand Avenue, Suite 1800, Los Angeles, California 90071. The Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. The Adviser has been investment adviser to the Fund since its inception. The Adviser manages the investment portfolio and business affairs of the Fund pursuant to and investment management agreement
between the Trust and the Adviser
The Adviser was co-founded by Jeffrey E. Gundlach and Philip A. Barach in December 2009. Prior to founding the
Adviser, Mr. Gundlach was Chief Investment Officer of the TCW Group, Inc. (together with its affiliates,
TCW
) and Mr. Barach was a Group Managing Director of the TCW Mortgage Group. Mr. Gundlach serves as the Chief
Executive Officer and Chief Investment Officer of the Adviser. The Advisers success is highly dependent upon its founders. As of June 30, 2013, the Adviser had over $57.02 billion of assets under management.
Portfolio Managers
The following individuals serve as portfolio managers for the Fund and are primarily responsible for the day-to-day management of the Funds portfolio. Please see the SAI for additional information about other
accounts managed by the portfolio managers, the portfolio managers
-55-
compensation and the portfolio managers ownership of shares of the Fund(s) they manage.
|
|
|
|
|
Portfolio Manager
|
|
Length of Service
with the Fund
|
|
Business Experience During
the Past Five Years
|
Jeffrey E. Gundlach
|
|
DoubleLine Multi-Asset Growth Fund (
since inception
2010)
|
|
Mr. Gundlach is the founder and Chief Executive Officer of DoubleLine and DoubleLine Equity LP and is Chief Investment Officer of DoubleLine. Mr. Gundlach has been Chief Executive Officer of
DoubleLine since its inception in December 2009 and of DoubleLine Equity LP since its inception in 2013. Mr. Gundlachs business experience during the five years prior to founding DoubleLine includes holding the following positions at TCW:
Chief Investment Officer, Group Managing Director and President.
|
|
|
|
Luz M. Padilla
|
|
DoubleLine Multi-Asset Growth Fund (
since inception
2010)
|
|
Ms. Padilla has been a portfolio manager of DoubleLine since January 2010. For the five-year period prior to joining DoubleLine, Ms. Padilla was a Managing Director at TCW.
|
|
|
|
Bonnie Baha
|
|
DoubleLine Multi-Asset Growth Fund (
since inception
2010)
|
|
Ms. Baha has been a portfolio manager of DoubleLine since its inception in December 2009. For the five-year period prior to joining DoubleLine, Ms. Baha was a Managing Director at
TCW.
|
-56-
|
|
|
|
|
Portfolio Manager
|
|
Length of Service
with the Fund
|
|
Business Experience During
the Past Five Years
|
Samuel Garza
|
|
DoubleLine Multi-Asset Growth Fund (
since inception
2010)
|
|
Mr. Garza has been a Portfolio Manager of DoubleLine since its inception in December 2009. For the five-year period prior to joining DoubleLine, Mr. Garza was a Senior Vice President at
TCW.
|
|
|
|
Jeffrey J. Sherman
|
|
DoubleLine Multi-Asset Growth Fund (
since inception
2010)
|
|
Mr. Sherman has been a Portfolio Manager of DoubleLine since September 2010. For the five-year period prior to joining DoubleLine, Mr. Sherman was a Senior Vice President at
TCW.
|
Advisory Agreement
The Trust and the Adviser have entered into an Investment Advisory and Management Agreement (the
Advisory Agreement
). Under the terms of the
Advisory Agreement, the Trust has employed the Adviser to manage the investment of the assets of the Fund, to place orders for the purchase and sale of its portfolio securities, and to be responsible for overall management of the Trusts
business affairs, subject to the oversight of the Board of Trustees.
Under the Advisory Agreement, the Fund pays to the Adviser as compensation
for the services rendered, facilities furnished, and expenses paid by it, a fee at the following annual rate:
|
|
|
|
|
|
|
|
|
Fund
|
|
Contractual Annual
Management Fee Rate
(As a Percentage
of the Funds
Average
Daily
Net Asset Value)
|
|
|
Actual Management Fee
Paid for the
Fiscal Year Ended
March 31, 2013
(As a
Percentage
of the Funds
Average Daily
Net Asset Value)
|
|
DoubleLine Multi-Asset Growth Fund
|
|
|
1.00%
|
|
|
|
0.84%
|
|
-57-
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the ordinary operating
expenses of the Fund to the extent necessary to limit the ordinary operating expenses to an amount not to exceed 1.45% for Class A shares and 2.20% for Class C shares. Ordinary operating expenses exclude taxes, commissions, mark-ups,
litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses. These expense limitations are expected to apply until at least July 31, 2014, and may only be terminated sooner by
vote of the Funds Board of Trustees at any time.
The Adviser has agreed to reduce its advisory fee to the extent of advisory fees paid to
the Adviser by other investment vehicles sponsored by the Adviser in respect of assets of the Fund invested in those other vehicles.
Fees waived or
expenses reimbursed by the Adviser may be recouped from the Fund in the three fiscal years following the fiscal year in which the fees were waived or expenses reimbursed. Any such waiver or reimbursement is subject to the review of the Board of
Trustees and may not cause the Funds ordinary operating expenses to exceed the Funds expense limitation that was in place when the fees were waived or expenses reimbursed.
A discussion regarding the basis for the Board of Trustees approval of the Advisory Agreement with respect to the Fund is contained in the Funds annual report to shareholders for the period ended
March 31, 2013.
The Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the matters to which the agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or from reckless
disregard by the Adviser of its duties under the agreement.
-58-
Share Class Features
Types of Shares Available
Class A and Class C shares are offered in this Prospectus. Expenses and sales loads vary among the classes. Classes A and C shares are only available through certain financial intermediaries. You should
consider carefully, and ask your financial intermediary about, the amount of any sales load or 12b-1 fee that will apply to your investment in the Fund and whether you would pay a lower sales load or 12b-1 fee if you were to purchase shares of
another share class or if you were to purchase shares of the Fund through a different platform or intermediary. The Fund, at its discretion, reserves the right to waive sales loads, if applicable, for trades made by certain financial intermediaries,
such as broker-dealers and registered investment advisers, for their personal accounts. New rules recently proposed by the SEC might, if enacted, limit the ability of the Fund to pay fees for distribution and shareholder servicing at levels
currently contemplated, and may in particular limit the continued availability of Class C shares. The information provided in this section regarding sales loads and programs to reduce the sales load you may pay in connection with the purchase of
Class A and C shares of the Fund can also be found, free of charge, on the Funds website at www.doublelinefunds.com.
Expenses
There
are two types of expenses related to mutual funds: expenses you pay directly (called a sales load) and expenses that are deducted from fund assets.
Expenses You Pay Directly.
There is a one-time charge that you may pay upon either purchase or redemption of Class A or Class C shares. At purchase it
is called an initial sales load, at redemption, a deferred sales load. These charges provide compensation to the Funds distributor, in connection with the sale of the Funds shares to you.
Expenses You Pay Through the Fund.
The costs of managing and administering the Fund are spread among shareholders of each class of shares. These operating
costs cover such things as investment management, distribution (
Rule 12b-1 fees
) and shareholder servicing, custody, auditing, administrative and transfer agency expenses, and fees and expenses of Trustees.
-59-
Choosing a Share Class
The different share classes have different expense structures and eligibility requirements. You should choose the cost structure that best meets your needs and for
which you are eligible. Some factors to consider are the amount you plan to invest, the time period before you expect to sell your shares, and whether you might invest more money in the Fund and other DoubleLine Funds in the future. In addition, you
should consider that all or a portion of the sales load or Rule 12b-1 fees relating to your investment may serve as compensation to your financial intermediary for services it provides. When you buy Class A shares, the initial sales load is
deducted from the amount you invest, unless you qualify for an initial sales load waiver (which could make you subject to a contingent deferred sales load in some cases). This means that less money will be invested in the Fund immediately. Class C
shares do not have initial sales loads, but you may pay a contingent deferred sales load if you sell your shares, and you will have higher ongoing operating expenses than you would if you purchased Class A shares. Please see the eligibility
requirements for each share class below.
The chart below summarizes the features of the different share classes. This chart is only a general summary,
and you should read the description of the fees and expenses of each share class in the Fund Summary in this Prospectus. You should also consider the effects of any available sales load waivers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum
Initial
Investment
for Regular
Accounts/
IRAs
|
|
|
Subsequent
Investments
for Regular
Accounts/
IRAs
|
|
|
Initial
Sales
Charge
(Load)
|
|
|
Maximum
Contingent
Deferred
Sales
Load
|
|
|
Annual
12b-1
Fee
|
|
Class A Shares
|
|
$
|
2,000/$500
|
|
|
$
|
100/$100
|
1
|
|
|
4.25
|
%
2
|
|
|
0.75
|
%
3
|
|
|
0.25
|
%
|
Class C Shares
|
|
$
|
2,000/$500
|
|
|
$
|
100/$100
|
1
|
|
|
None
|
|
|
|
1.00
|
%
4
|
|
|
1.00
|
%
|
1
|
A $100 minimum subsequent purchase amount applies for automatic investment plans.
|
2
|
As discussed below, the initial sales load with respect to Class A shares may be waived in certain circumstances.
|
3
|
A contingent deferred sales load of up to 0.75% applies only to purchases of $1 million or more of Class A shares if the shares are redeemed within
18 months of purchase.
|
4
|
A contingent deferred sales load of 1.00% applies to the Class C shares sold within 12 months of purchase.
|
-60-
In addition to the Class A and Class C shares offered in this Prospectus, the Fund offers two other share classes
in different Prospectuses. You may be eligible to purchase those other share classes of the Fund, which are not subject to a sales load or Rule 12b-1 fee, or which are subject to a lower Rule 12b-1 fee than Class C shares. You should
consider carefully and consult your financial intermediary regarding whether you may be eligible to purchase those other share classes.
The Trust may
suspend the offering of Fund shares for any period of time.
Class A Shares
You may purchase Class A shares of the Fund through a financial intermediary that has an arrangement with the Funds distributor. When you buy
Class A shares, you pay an initial sales load at the time of your investment, which is included in the offering price. This load is deducted from the amount you invest, and the remainder of your purchase price is used to buy shares in the Fund.
The initial sales load varies depending upon the size of your purchase, as set forth below. You may be eligible to have the initial sales load reduced or waived under certain circumstances. You may qualify for a reduction of the initial sales load
based on the amount you invest, or you may be eligible to have the initial sales load waived under certain circumstances. Please see the table and information below for details. Shares purchased pursuant to the Funds dividend reinvestment
program are not subject to a sales load. For additional information about sales loads and sales load reductions and waivers, please see the information provided below, or consult with your financial advisor. It is the responsibility of your
financial intermediary to ensure that you obtain the proper breakpoint discount. In addition, Class A shares are subject to a 12b-1 fee of 0.25%.
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Purchase Payment
|
|
Sales Load
as a % of
Offering
Price
|
|
|
Sales Load
as a % of
Net Amount
Invested
|
|
|
Commission
as a % of
Offering
Price
2
|
|
Less than $50,000
|
|
|
4.25
|
%
|
|
|
4.44
|
%
|
|
|
4.25
|
%
|
$50,000 to $99,999
|
|
|
4.00
|
%
|
|
|
4.17
|
%
|
|
|
4.00
|
%
|
$100,000 to $249,999
|
|
|
3.50
|
%
|
|
|
3.63
|
%
|
|
|
3.50
|
%
|
$250,000 to $499,999
|
|
|
2.50
|
%
|
|
|
2.56
|
%
|
|
|
2.50
|
%
|
$500,000 to $999,999
|
|
|
2.00
|
%
|
|
|
2.04
|
%
|
|
|
2.00
|
%
|
$1,000,000 to $2,999,999
|
|
|
None
|
1
|
|
|
None
|
1
|
|
|
0.75
|
%
|
$3,000,000 to $9,999,999
|
|
|
None
|
1
|
|
|
None
|
1
|
|
|
0.50
|
%
|
$10,000,000 or more
|
|
|
None
|
1
|
|
|
None
|
1
|
|
|
0.25
|
%
|
-61-
1
|
If you purchase $1 million worth of shares or more, you will pay no initial sales load. However, in this case, if you were to sell your shares within 18 months
of purchase, you would pay a contingent deferred sales load of up to 0.75% of the value of the Class A shares when they were purchased. Your actual contingent deferred sales load will equal the commission paid in connection with the purchase of
the shares redeemed (for example, if you purchase $3,000,000 of Class A shares and redeem them within 18 months of their purchase, you will pay a contingent deferred sales load equal to 0.50% of the value of the shares when they were
purchased).
|
2
|
Based on the amount of the purchase payment.
|
Purchases at Net Asset Value.
Class A shares may be purchased without initial sales loads by: (1) investment advisory clients of DoubleLine;
(2) current or former Trustees and their family members; (3) trustees or custodians of any employee benefit plan or employer-sponsored retirement plan, IRA, Keogh plan, or trust established for the benefit of an employee or officer of
DoubleLine and any of its affiliates; (4) any trust company or bank trust department exercising discretionary investment authority and holding unallocated accounts in a fiduciary, agency, custodial, or similar capacity; (5) certain
financial intermediaries such as broker-dealers, financial institutions, and registered investment advisers and their investors who buy through accounts established with certain fee-based investment advisers or financial planners, wrap fee accounts,
and other managed agency/asset allocation accounts; (6) employees and officers of the Adviser or Trust and their respective family members, (7) any of DoubleLines affiliates, their employees and their employees family members.
A persons family members include a persons spouse or life partner and other members of the persons immediate family, including step and adoptive relationships.
Sales Load Discount Programs.
An employee benefit plan or employer-sponsored retirement plan is eligible to purchase Class A shares without a sales load if its plan administrator or dealer of record has
entered into an agreement to that effect with DoubleLine or the Funds distributor.
You may qualify for a reduced initial sales load through the
rights of accumulation program and through investment by a letter of intent.
Rights of Accumulation. To reduce your initial sales load on
Class A shares, you may combine subsequent Class A share purchases with your current Class A share holdings. You may also include shares held by your spouse and minor children. The applicable sales charge for the new purchase is based
on the total of your current purchase and the current value, based on
-62-
the Funds public offering price, of all of the other Class A shares you own. Simply notify the financial intermediary through whom you purchase your shares that your purchase will
qualify for a reduction in the initial sales load and provide the names and account numbers of the family members whose holdings are to be included.
Investment by Letter of Intent. An investor who intends to invest over a 13-month period at least $50,000, the minimum amount required to reduce the initial
sales load applicable to a purchase of Class A shares of the Fund, may do so pursuant to a letter of intent. The initial sales load for each purchase pursuant to the letter of intent will be at the reduced rate that would apply if the full
investment to be made over the 13-month period were made at one time. Any shares purchased within 90 days of the date you sign the letter of intent may be used as credit toward completion, but the reduced sales charge will only apply to new
purchases made on or after that date. You can include purchases by your spouse and minor children in order to obtain the sales load discount. However, you cannot include shares that were not or are not subject to a sales load, such as shares
purchased through the reinvestment of dividends and distributions. Also, shares purchased or held through an employee benefit plan or employer-sponsored retirement plan are not eligible for purposes of determining whether an investor has qualified
for a reduced initial sales load through the use of a letter of intent.
In order to obtain the sales load discount, you should inform your
financial intermediary at the time you purchase shares of the existence of other accounts or purchases that are eligible to be linked for purposes of calculating the initial sales load. The Fund or your financial intermediary may ask you for records
or other information about other shares held in your accounts and linked accounts, including accounts opened with a different financial intermediary. Restrictions may apply to certain accounts and transactions.
Completion of a letter of intent does not bind a shareholder to buy the entire intended investment amount. However, the Funds transfer agent will escrow
shares valued at up to 4.25% of the total intended investment amount to ensure payment of the appropriate initial sales loads if the intended purchases are not made.
-63-
Class C Shares
You may purchase Class C shares of the Fund through a financial intermediary that has an arrangement with the Funds distributor. The sales load on Class C shares is deferred and will be charged if you redeem
shares within twelve months of purchase. The contingent deferred sales load is 1.00% of the purchase price of the shares. When you purchase Class C shares of the Fund, the full amount of your investment is invested in the Fund.
Class C shares are subject to a 12b-1 fee (1.00%), which is greater than the Rule 12b-1 fee associated with Class A shares (0.25%). This means that you could
pay more in Rule 12b-1 fees over time than the initial or contingent deferred sales loads you would have paid if you had purchased Class A shares.
The Funds distributor may pay your financial intermediary a commission of up to 1.00% of the value of the Class C shares of the Fund that you purchase.
Information About Contingent Deferred Sales Loads
When you place an order to sell Class C shares (and, in some instances, Class A shares), any contingent deferred sales load will be deducted from the proceeds of the sale or additional shares will be redeemed
to cover the contingent deferred sales load for a period of twelve months (eighteen months, in the case of certain purchases of Class A shares) after the purchase of those shares. The contingent deferred sales load is imposed on the original
purchase price of the shares. Shares purchased pursuant to the Funds dividend reinvestment program are not subject to a sales load.
When you sell
Class C shares, the contingent deferred sales load is generally calculated in a manner designed to pay the least amount of contingent deferred sales load possible. Shares acquired through the reinvestment of dividends or capital gains distributions
would be redeemed first. Shares you have owned the longest would be redeemed next because they may not be subject to a sales load. For tax purposes, the amount of any contingent deferred sales load will reduce the capital gain you realize upon the
sale of your shares, or increase your capital loss, as the case may be.
No contingent deferred sales load will be paid on an exchange of shares for
shares of the same class of another Fund (if available) within the Trust; however, the shares you receive in connection with an exchange will
-64-
continue to be subject to a contingent deferred sales load. The load may be waived for a total or partial redemption within a year of the death or disability of the shareholder or to satisfy a
mandatory minimum distribution from an IRA account upon turning 70 1/2 years old. If you are making an automatic withdrawal of proceeds of Class C shares, no contingent deferred sales load will be imposed, so long as you do not withdraw annually
more than 12% of the account value as of the time when you set up the account plan.
How to Buy Shares
General Information
The Fund offers more than one class of shares. Shares of each class of the Fund represent an equal pro rata interest in the class of the Fund. Classes A and C shares may be purchased as described below. The other
share classes of the Fund are offered in separate Prospectuses. Please call the Funds transfer agent at 877-DLine11 (877-354-6311) to obtain more information concerning the Funds other share classes, including the Prospectuses for the
other share classes. Each share class is offered at its current net asset value (
NAV
).
You may purchase Class A and Class C
shares of the Fund through financial intermediaries having an arrangement with the Funds distributor. If you do not have a financial intermediary, the Funds distributor can provide you with a list of firms through which you may purchase
Class A and Class C shares of the Fund. Your financial intermediary is responsible for forwarding all of the necessary documentation to the Fund, and may charge you separately for its services. The purchase, redemption and exchange
policies and fees charged by such financial intermediaries may differ from those that would apply to transactions effected through the Funds transfer agent. For instance, financial intermediaries may charge transaction fees in addition to any
fees charged by the Fund, and may set different minimums or limitations on buying, exchanging, or redeeming shares. Please consult a representative of your financial intermediary for further information.
The price you pay for the Funds shares is the Funds NAV per share plus any applicable sales load. Your order to purchase shares will be priced based on
the next NAV calculated after your order is received in good order by the Fund. A purchase order is not in good order if the Fund does not, for example, receive all required documentation and information. In order for
-65-
you to receive the Funds share price next calculated, the Fund, the Funds transfer agent, or an authorized financial intermediary must receive your order before the close of trading
on the NYSE (normally, 4:00 p.m., Eastern Time), and, in the case of a request furnished to an authorized financial intermediary, the request must be subsequently communicated properly to the Fund. Because financial intermediaries
processing times may vary, please ask your financial intermediary or plan administrator, if any, when your account will be credited. The Fund may at its discretion reject any purchase order for Fund shares.
Distribution Arrangements and Rule 12b-1 Fees
The Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act (the
Plan
) under which the Fund may make payments and bear expenses related to the distribution of the
Funds shares. The Plan is a compensation plan that provides for payments at annual rates (based on average daily net assets) of 0.25% of Class A shares and 1.00% of Class C shares. (At least 0.25% of the amount paid under the Plan in
respect of the Funds Class C shares is intended to provide compensation for shareholder servicing.) Because the Funds Rule 12b-1 fees attributable to Class A and Class C shares are paid out of the Funds Class A and Class
C assets, respectively, on an ongoing basis, they will increase the cost of your investment and may cost you more than paying other types of sales loads. For example, the higher Rule 12b-1 fees for Class C shares may cost you more over time than
paying the initial sales load for Class A shares. All shareholders of Class A or Class C shares share in the expense of Rule 12b-1 fees paid from the assets attributable to that Class; however, because these shareholders hold their shares
through varying arrangements (for example, directly or through financial intermediaries), they may not share equally in the benefits of the Plan applicable to their class of shares. The Fund may pay distribution fees and other amounts described in
this Prospectus at a time when shares of that Fund are unavailable for purchase.
In addition to payments under the Plan, the Fund may reimburse its
distributor and/or other related parties some or all of certain types of payments made to financial intermediaries, or may make payments directly to financial intermediaries, that provide certain administrative, recordkeeping, and account
maintenance services. (For more information regarding these payments, see Payments to Financial Intermediaries below). The amount of the payments made by the Fund is reviewed by the Trustees periodically.
-66-
Payments to Financial Intermediaries
Financial intermediaries are firms that, for compensation, sell shares of mutual funds, including shares of a DoubleLine Fund, and/or provide certain
administrative, recordkeeping, and account maintenance services to mutual fund shareholders. Financial intermediaries may include, among others, brokers, financial planners or advisors, retirement plan service providers, banks, and insurance
companies. In some cases, a financial intermediary may hold its clients Fund shares in nominee or street name. Shareholder services provided by a financial intermediary may (though they will not necessarily) include, among other things:
processing and mailing trade confirmations, periodic statements, Prospectuses, annual reports, semi-annual reports, shareholder notices, and other SEC-required communications; capturing and processing tax data; issuing and mailing dividend checks to
shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated
investment plans and shareholder account registrations. The compensation paid to a financial intermediary by the distributor, the Adviser, or the Fund in respect of these services is typically paid periodically over time, during the period when the
intermediarys clients hold investments in the Fund. The amount of continuing compensation paid to different financial intermediaries for distribution and/or shareholder services varies. In most cases, the compensation is a percentage of the
value of the financial intermediarys clients investments in the Fund. The variation in compensation may, but will not necessarily, reflect enhanced or additional services provided by the intermediary. The Fund may reimburse its
distributor and/or other related parties some or all of certain types of payments made to financial intermediaries, or may make payments directly to financial intermediaries, that provide certain administrative, recordkeeping, and account
maintenance services. The amount of the payments made by the Fund is reviewed by the Trustees periodically.
The Adviser, at its own expense and out of
its own assets, also may provide other compensation to financial intermediaries in connection with sales of a DoubleLine Funds shares. Such compensation may include, but is not limited to, financial assistance to financial intermediaries in
connection with conferences, sales, or training programs for their employees; business building programs and seminars or informational meetings for the public; advertising or sales campaigns; or other financial intermediary-sponsored special events,
including support in respect of marketing materials. In some instances, this compensation may be made available
-67-
only to certain financial intermediaries whose representatives have sold or are expected to sell significant amounts of DoubleLine Fund shares. Dealers may not use sales of the DoubleLine
Funds shares to qualify for this compensation to the extent prohibited by the laws or rules of any state or any self-regulatory agency, such as the Financial Industry Regulatory Authority.
The amount of payments made to different financial intermediaries may not be the same. These payments may provide incentives for such intermediaries to make shares
of the DoubleLine Funds available to their customers, and may allow the DoubleLine Funds greater access to such intermediaries and their customers than would be the case if no payments were made. Such access advantages include, but are not limited
to, placement of the DoubleLine Funds on a list of mutual funds offered as investment options to the financial intermediarys customers (sometimes referred to as
Shelf Space
); access to the financial intermediarys
registered representatives; and/or the ability to assist in training and educating the financial intermediarys registered representatives.
Although the amount of such payments may be more or less, payments made by the Adviser from its own assets to a financial intermediary that is compensated based on
its customers assets are typically made at an annual rate that ranges between 0.05% and 0.10% of the intermediarys customers assets invested in the DoubleLine Funds.
If payments to financial intermediaries in respect of a particular mutual fund complex exceed payments made by other mutual fund complexes, your financial advisor and the financial intermediary employing him or her
may have an incentive to recommend that fund complex over others. Please speak with your financial advisor to learn more about the total amounts paid to your financial advisor and his or her firm in respect of shares of the DoubleLine Funds and by
sponsors of other mutual funds he or she may recommend to you. You should also consult disclosures made by your financial intermediary at the time of purchase.
Calculation of NAV
The NAV of each class of the Fund is calculated as of the
close of trading on the NYSE (usually, 4:00 p.m., Eastern time). A share classs NAV is determined by adding the value of the Funds securities, cash and other assets attributable to that class, subtracting all of the Funds expenses
and liabilities attributable to that class, and then dividing by the total number of shares outstanding for that class of the Fund (assets-liabilities/# of shares
-68-
= NAV). The Funds investments for which market quotations are readily available are valued based on market value. Equity securities are typically valued at the last reported sales price on
the principal exchange or market on which they are traded or, if there were no sales that day, based on one or more quotes obtained from a quotation reporting system, established market makers, or independent pricing services. Securities traded on
the NASDAQ Stock Market, LLC (
NASDAQ
) are generally valued at the NASDAQ official closing price, which may not be the last sales price. If the NASDAQ official closing price is not available for a security, that security will
generally be valued using the last reported sales price or, if no sales are reported, based on one or more quotes obtained from a quotation reporting system, established market makers, or independent pricing services. Market values for domestic and
foreign fixed income securities are normally determined on the basis of valuations provided by independent pricing services. Prices obtained from independent pricing services use various observable inputs, including, but not limited to, information
provided by broker-dealers, pricing formulas, such as dividend discount models, option valuation formulas, estimates of market values obtained from yield data relating to investments or securities with similar characteristics and discounted cash
flow models that might be applicable. If a market quotation for a security is unavailable or deemed to be an unreliable indicator of current market value, the Fund will seek to obtain a broker quote from an external data vendor or directly from
broker-dealers. Certain fixed income securities purchased on a delayed delivery basis are marked to market daily until settlement at the forward settlement date. Short-term investments having a maturity of 60 days or less are generally valued at
amortized cost; however, securities with a demand feature exercisable within seven days are generally valued at par. Exchange traded options, futures and options on futures are valued at the settlement price determined by the relevant exchange. The
Fund will generally value its investments in other investment companies and private funds, such as hedge funds, at their reported net asset values, to the extent available.
Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from pricing services at the time the Fund calculates its NAV. As a result, the
NAV of the Funds shares may be affected by changes in the values of currencies in relation to the U.S. dollar. The values of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may
change significantly on a day when the NYSE is closed without an investor being able to purchase, redeem or exchange shares.
-69-
If market or broker-dealer quotations are unavailable or deemed unreliable for a security or if a securitys
value may have been materially affected by events occurring after the close of the securities market on which the security principally trades but before the Fund calculates its NAV, the Fund may, in accordance with procedures adopted by the Board of
Trustees, attempt to assign a value to the security. This fair value may be higher or lower than any available market price or quotation for such security and, because this process necessarily depends upon judgment, this value also may vary from
valuations determined by other funds using their own valuation procedures. While the Funds use of fair value pricing is intended to result in calculation of an NAV that fairly reflects security values as of the time of pricing, the Fund cannot
guarantee that any fair value price will, in fact, approximate the amount the Fund would actually realize upon the sale of the securities in question.
The values of the Funds investments in foreign securities may be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities between the times at
which the trading in those securities is substantially completed each day and the close of the NYSE.
Verification of Identity
To help the government fight the funding of terrorism and money laundering activities, federal law requires that investment companies such as the Trust obtain, verify, and record information that identifies each
person who opens an account. What this means for you is that when you open an account directly with the Trust, the Trusts transfer agent will ask you for your name, address, date of birth, taxpayer identification number and permanent street
address. Mailing addresses containing only a P.O. Box will not be accepted (though an APO or FPO box number can be used by active duty military personnel). The transfer agent also may ask to see your drivers license or other identification
documents, and may consult third-party databases to help verify your identity.
The Fund is required by law to reject your new account application if
you do not provide the required identifying information. The Fund will attempt to collect any missing information required on the application by contacting you, or if applicable, your broker. If the Fund is unable to obtain this information within a
timeframe established by the transfer agent in its sole discretion (for example, 72 hours), which may change from time to time, your application will be rejected. With respect to opened accounts, the Fund reserves the right to close your account at
the then-current days NAV and
-70-
remit proceeds to you via check if it is unable to verify your identity. The Fund will attempt to verify your identity within a timeframe established at its sole discretion (for example, 96
hours), which may change from time to time. If you are purchasing shares of the Fund through a financial intermediary, check with the financial intermediary for details concerning these requirements.
Minimum Investments for Shares
The minimum investment requirements for initial and subsequent investment are as follows:
|
|
|
|
|
|
|
Minimum Initial
Investment
for Regular
Account/IRA
|
|
Subsequent
Investments
for Regular
Account/IRA*
|
Class A Shares
|
|
$2,000/$500
|
|
$100/$
100
|
Class C Shares
|
|
$2,000/$500
|
|
$100/$
100
|
*
|
A $100 minimum subsequent purchase amount applies for automatic investment plans.
|
The minimum initial and subsequent investment amounts may be modified for certain financial intermediaries that submit trades on behalf of underlying investors. The minimum initial and subsequent purchase amounts
may be reduced or waived by the Funds distributor, DoubleLine, or the Trust for specific investors or types of investors, including, without limitation, employee benefit plans, retirement plans, a financial intermediary authorized to sell
shares of the Fund, employees of the Adviser and their family members, the Advisers affiliates, employees of the Advisers affiliates and their family members; investment advisory clients of DoubleLine; and current or former Trustees of
the Trust and their family members. A persons family members include a persons spouse or life partner and other members of the persons immediate family, including step and adoptive relationships. Certain intermediaries also may
have investment minimums, which may differ from the Funds minimums, and may be waived at the intermediaries discretion. The Trust reserves the right to change the minimum investment amounts without prior notice.
If your non-retirement account in the Fund falls below the minimum investment necessary to open the particular type of account as a result of redemptions and or
exchanges for six months or more, the Trust may close your account and send you the proceeds upon 60 days written notice.
-71-
New Account Form
If you are making your initial investment in the Fund and need a New Account Form or need help completing the New Account Form, please contact the transfer agent
at 877-DLine11 (877-354-6311) or speak with your representative at your financial intermediary.
Purchase
by Mail
You may purchase shares by sending a check made payable to DoubleLine Funds, together with a completed New Account Form in the
case of an initial investment to:
Via Regular Mail
DoubleLine Funds Trust
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
Via Express, Registered or Certified Mail
DoubleLine Funds Trust
c/o U.S. Bancorp Fund Services, LLC
615 E. Michigan Street, 3rd
Floor
Milwaukee, WI 53202
Subsequent investments
should be accompanied by the stub that is attached to your account statement that you receive after each transaction or a note specifying the Fund name, your account number, and the name(s) your account is registered in.
You also may purchase additional shares of the Fund by calling 877-DLine11 (877-354-6311). If you elected this option on your account application, and your account
has been open for at least 15 days, telephone orders will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (
ACH
) network. You must have banking information established on your
account prior to making this purchase. If your order is accepted prior to 4:00 p.m., Eastern time, your shares will be purchased at the NAV calculated on that day.
All investments must be in U.S. dollars drawn on domestic banks.
The Fund will not accept cash, money orders, checks drawn on banks outside the U.S.,
-72-
travelers checks, bank checks, drafts, cashiers checks in amounts less than $10,000, or credit card checks.
Third-party checks, except those payable to an existing shareholder,
will not be accepted. In addition, the Fund will not accept post-dated checks, post-dated on-line checks, or any conditional order or payment.
If your check does not clear, you will be responsible for any loss the Fund incurs. You also will be
charged $25 for every check returned unpaid.
The Fund does not consider the U.S. Postal Service or other independent delivery services to be its
agents. Therefore, deposits in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC post office box, of purchase orders or redemption requests does not constitute receipt by the transfer agent of the Fund.
Additionally, shares of the Fund have not been registered for sale outside of the United States. The Fund generally does not sell shares to investors residing
outside of the United States even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.
Purchase by Wire
If you are making your first investment in the Fund, before you
wire funds, the transfer agent must have a completed account application. You may mail or overnight deliver your account application to the transfer agent. Upon receipt of your completed account application, the transfer agent will establish an
account for you. The account number assigned will be required as part of the instruction that should be provided to your bank to send the wire. Your bank must include both the name of the Fund you are purchasing, the account number, and your name so
that monies can be correctly applied.
U.S. Bank N.A.
777 E. Wisconsin Street
Milwaukee, WI 53202
ABA No. 075000022
Credit: U.S. Bancorp Fund Services, LLC
Account No. 112-952-137
Further Credit: DoubleLine
Funds Multi-Asset Growth Fund
(Shareholder Account Number, Shareholder Name)
-73-
Before sending your fed wire, please call the transfer agent at 877-DLine11 (877-354-6311) to advise them of the wire.
This will ensure prompt and accurate credit to your account upon receipt of the fed wire.
Wired funds must be received prior to 4:00 p.m., Eastern time
to be eligible for same day pricing. The Fund and U.S. Bank N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system or from incomplete wiring instructions.
Automatic Investment Plan
Once your account has been opened with the initial minimum investment you may make additional purchases at regular intervals through the Automatic Investment Plan (
AIP
). The AIP provides a
convenient method to have monies deducted from your bank account for investment into the Fund (if your AIP falls on a weekend or holiday, it will be processed on the following business day). In order to participate in the AIP each purchase must be
in the amount of $100 or more and your financial institution must be a member of the ACH network. If your financial institution rejects your payment, the Funds transfer agent will charge a $25 fee to your Fund account. To begin participating
in the AIP, please complete the AIP section on the account application or call the Funds transfer agent at 877-DLine11 (877-354-6311). Any request to change or terminate your AIP should be submitted to the transfer agent at least five business
days prior to the effective date of the next transaction.
Purchases Through an Authorized Third Party
You may buy the Funds shares through certain broker-dealers and financial intermediaries. If purchases of the Funds shares are arranged
and settlement is made at an investors election through a registered broker-dealer, other than the Funds distributor, that broker-dealer may, at its discretion, charge a fee for that service. From time to time, shares of the Fund may
only be available from a single broker-dealer or a limited number of broker-dealers, which may limit the Funds ability to attract assets.
-74-
How to Redeem Shares
General Information
You may redeem shares on any day the Fund and the NYSE are open. Your shares will be redeemed at the next NAV calculated after your order is received by the Fund in good order. If you are selling Class A or
Class C shares, any contingent deferred sales load will be deducted from the proceeds of the sale or additional shares will be redeemed to cover the charge. See Share Class Features for more information.
If you paid for your shares by check or other means, the Fund will not send you your redemption proceeds until the check you used to pay for the shares has cleared
or payment for those shares has otherwise been received. In addition, to the extent permitted under applicable SEC rules, the Fund may delay sending out redemption proceeds for up to seven days (generally only applies in cases of very large
redemptions, excessive trading or during unusual market conditions). In case of emergencies or when trading on the NYSE is restricted, the Fund may suspend redemptions or postpone payment for more than seven days, as permitted by law.
Redemptions by Mail
You may sell shares by writing a letter that includes:
|
|
your name(s) and signature(s) as they appear on the account form
|
|
|
the dollar amount you want to redeem
|
|
|
how and where to send the proceeds
|
Mail your
letter of instruction to:
Via Regular Mail
DoubleLine Funds Trust
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
-75-
Via Express, Registered or Certified Mail
DoubleLine Funds Trust
c/o U.S. Bancorp Fund Services, LLC
615 E. Michigan Street, 3rd Floor
Milwaukee, WI 53202
Your letter of instruction must be accompanied by a signature guarantee or other documentation, if required (see Signature Guarantees below).
Signature Guarantees
Some circumstances require written redemption orders, along with signature guarantees. These include:
|
|
amounts in excess of $100,000;
|
|
|
if a check for the proceeds has been requested;
|
|
|
if a change of address request has been received by the transfer agent within the last 30 days;
|
|
|
when redemption proceeds are to be sent or payable to any person, address or bank account not on record; or
|
|
|
if ownership is being changed on your account.
|
The Fund and/or the transfer agent may require a signature guarantee or other acceptable signature authentication in other instances based on the circumstances relative to the particular situation. The Fund
reserves the right to waive any signature requirement at their discretion.
A signature guarantee
helps protect against fraud. You can
obtain one from most banks, securities dealers, credit unions or savings associations but
not
from a notary public. Please call 877-DLine11 (877-354-6311) to ensure that your signature guarantee will be processed correctly.
Non-financial transactions including establishing or modifying certain services on an account may require a signature guarantee, signature verification from a
Signature Verification Program member, or other acceptable form of authentication from a financial institution source.
-76-
Redemptions by Telephone
You may redeem shares by telephone request unless you have declined to have this option. You may have a check sent to the address of record, proceeds may be wired
to your predetermined bank account, or funds may be sent via electronic funds transfer through the ACH network using the bank instructions previously established on your account. Redemption proceeds will typically be sent on the business day
following your redemption. Wires are subject to a $15 fee. There is no charge to have proceeds sent via ACH and proceeds are typically credited to your bank within two to three days after redemption. Except as noted above under General
Information, proceeds will be processed within seven calendar days after the Fund receives your redemption request. Call the transfer agent at 877-DLine11 (877-354-6311) to request your transaction. Telephone redemption requests must be for a
minimum of $100.
By establishing telephone redemption, you authorize the Funds transfer agent to act upon telephone instructions. Before
executing an instruction received by telephone, the Funds transfer agent will use reasonable procedures to seek to confirm that telephone instructions are genuine. These procedures will include recording the telephone call and asking the
caller for a form of personal identification. If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person. Once a telephone transaction has been placed, it cannot be
canceled or modified.
Telephone trades must be received by or prior to market close. During periods of high market activity, shareholders may
encounter higher than usual call waits. Please allow sufficient time to place your telephone transaction.
Systematic Withdrawal Plan
As another convenience, you may redeem shares through the systematic withdrawal plan. Call 877-DLine11 (877-354-6311) to request a form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.
Under the plan, you may choose to receive a specified dollar amount generated from the redemption of shares in your
account. In order to participate in the plan, your account balance must be at least $10,000 and there must be a minimum withdrawal of $500. If you elect this redemption method, the Fund will send a check to your address of record, or will send
-77-
the payment via electronic funds transfer through the ACH network, directly to your bank account. For payment through the ACH network, your bank must be an ACH member and your bank account
information must be on file with the Fund. The plan may be terminated by the Fund at any time.
You may elect to terminate your participation in
the plan at any time by contacting the transfer agent five days prior to the effective date.
To reach the transfer agent, U.S. Bancorp Fund Services,
LLC, call toll free in the U.S.
877-DLine11 (877-354-6311)
Outside the U.S.
213-633-8200 (collect)
Redemptions Through Your Financial Intermediary or Other Authorized Third Party
You may redeem shares through certain broker-dealers and financial intermediaries. If redemptions of the Funds shares are arranged and settlement is made at
an investors election through a registered broker-dealer, other than the Funds distributor, that broker-dealer may, at its discretion, charge a fee for that service.
You may sell your shares of the Fund back to the Fund through your financial intermediary on any day the NYSE and the Fund are open. The financial intermediary may charge you a fee for its services. Redemption
requests will be priced at the NAV next determined after they are received by the Fund in good order. In order for you to receive the Funds NAV determined on a business day when shares may be redeemed, an authorized financial intermediary must
receive your redemption request in good order before the close of trading on the NYSE (normally, 4:00 p.m., Eastern Time), and the authorized financial intermediary must subsequently communicate the request properly to the Fund. Please contact your
financial intermediary for instructions on how to place redemption requests. Because financial intermediaries processing times may vary, please ask your financial intermediary when your account will be debited. A redemption request is in good
order if it includes the exact name in which the shares are registered, the investors account number, and the number of shares or the dollar amount of shares to be redeemed, and, for written requests, if it is signed in accordance with the
account registration, although in certain circumstances you may need to submit additional documentation to redeem your shares. A signature guarantee is required of
-78-
all account holders for any redemption request in excess of $100,000 or if a check for the proceeds has been requested. Signature guarantees will generally be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the
Securities Transfer Agents Medallion Program (
STAMP
). A notary public is not an acceptable signature guarantor. Investors should check with their Financial Intermediary to determine if it is subject to these arrangements.
If you redeem shares through your financial intermediary, your financial intermediary is responsible for ensuring that the Funds transfer agent
receives your redemption request in proper form. If your financial intermediary receives Federal Reserve wires, you may instruct that your redemption proceeds be forwarded by wire to your account with it; you also may instruct that your redemption
proceeds be forwarded to you by a wire transfer. Please indicate your financial intermediarys or your own complete wiring instructions. Your financial intermediary may charge you separately for this service.
Redemption in Kind
The Trust also reserves the right to honor redemption requests in kind (
i.e.
, payment in portfolio securities rather than cash). If your shares are redeemed in kind you will incur transaction costs upon
disposition of the securities received in the distribution.
Other Account Policies
Trading Limits
Frequent trading activity by Fund shareholders can reduce the Funds long-term performance in a variety of ways, including as a result of increased trading
and transaction costs, disruption to the Funds stated portfolio management strategy, and the need to maintain an elevated cash position to meet redemptions (and lost opportunity costs as a result thereof) and forced liquidations. In addition,
certain short-term trading activities that attempt to take advantage of inefficiencies in the valuation of the Funds securities holdings may dilute the interests of the remaining shareholders and result in unwanted distributions of taxable
capital gains to fund shareholders.
-79-
Accordingly, the Board of Trustees has adopted policies and procedures that are designed to discourage frequent
purchases and redemptions of Fund shares by Fund shareholders. These policies and procedures include:
|
|
The Fund may reject any purchase order for any reason and without prior notice. The Fund or the Funds transfer agent may reject a purchase order of any
investor or group of investors, or person acting on behalf of any investor or investors, whose pattern of trading or transaction history involves, in the opinion of the Adviser or the Funds transfer agent, actual or potential harm to the Fund.
|
|
|
The imposition of a redemption fee of 1% on shares redeemed within 90 days of their purchase.
|
Exceptions to these trading limits must be approved by the Funds President or designee and reported to the Board of Trustees on a quarterly basis.
These restrictions do not necessarily apply to asset allocation programs (including mutual funds that invest in other mutual funds for asset
allocation purposes, and not for short-term trading) and (except to the extent noted in the next paragraph) do not apply to omnibus accounts,
i.e.
, accounts on behalf of multiple, undisclosed investors, maintained by brokers and other
financial intermediaries (including 401(k) or other group retirement accounts), and to involuntary transactions and automatic investment programs, such as dividend reinvestment, or transactions pursuant to the Funds systematic investment or
withdrawal program. The Fund may also waive these restrictions on terms acceptable to the Fund and the Adviser, including in connection with investments by financial institutions related to obligations the financial institutions may have to third
parties.
While intermediaries, such as brokers, that maintain omnibus accounts may be required to or may voluntarily impose restrictions on the trading
activity of accounts traded through those intermediaries, the Funds ability to impose restrictions with respect to accounts traded through particular intermediaries may vary depending on the systems original capabilities, applicable
contractual and legal restrictions, and cooperation of those intermediaries. Moreover, the Fund cannot always identify or reasonably detect excessive trading through omnibus accounts or accounts otherwise facilitated by financial intermediaries that
transmit purchase, exchange and redemption orders to the Fund, and thus the Fund may have difficulty curtailing such activity.
-80-
The Trust and the Adviser may rely on the Funds service providers, including the Funds transfer agent
and/or administrator, to monitor for abusive short-term trading activities.
Redemption Fees
Redemption fees are paid to and retained by the Fund to help offset, at least in part, portfolio transaction costs and other related costs
directly and indirectly incurred by the Fund as a result of a redemption of shares made within 90 days of purchase by allocating some of those costs to the redeeming shareholder. The Fund will apply a redemption fee equal to 1% of the value of any
shares redeemed within 90 days of purchase. To the extent that the redemption fee applies, the price you will receive when you redeem your shares of the Fund is the net asset value next determined after receipt of your redemption request in good
order, minus the redemption fee. The Adviser may impose a new redemption fee for the Fund or modify the existing fee at any time.
The Fund permits
exceptions to the redemption fee policy for the following transactions: (i) to the extent the exception is requested by a financial intermediary and the intermediary agrees to administer the exception uniformly among similarly-affected clients,
redemptions or exchanges by discretionary asset allocation or wrap programs (
wrap programs
) that are initiated by the sponsor of the program as part of a periodic rebalancing, provided that such rebalancing occurs no more
frequently than quarterly, or, if more frequent, was the result of an extraordinary change in the management or operation of the wrap program leading to a revised investment model that is applied across all applicable accounts in the wrap program;
(ii) to the extent the exception is requested by a financial intermediary and the intermediary agrees to administer the exception uniformly among similarly-affected clients, redemptions or exchanges by a wrap program that are made as a result
of a full withdrawal from the wrap program or as part of a systematic withdrawal plan; (iii) to the extent the exception is requested by a financial intermediary and the intermediary agrees to administer the exception uniformly among
similarly-affected clients, the following transactions in participant-directed retirement plans: (A) where the shares being redeemed were purchased with new contributions to the plan (for example, payroll contributions, employer contributions,
and loan repayments); (B) redemptions made in connection with taking out a loan from the plan; (C) redemptions in connection with death, disability, hardship withdrawals, or Qualified Domestic Relations Orders; (iv) redemptions made
as part of a systematic withdrawal plan; (v) redemptions made by a defined contribution plan in connection with a
-81-
termination or restructuring of the plan; (vi) redemptions made in connection with a participants termination of employment; (vii) redemptions made as part of a periodic
rebalancing under an asset allocation model; (viii) involuntary redemptions, such as those resulting from a shareholders failure to maintain a minimum investment in the Fund; (ix) redemptions of shares acquired through the
reinvestment of dividends or distributions paid by the Fund; (x) redemptions and exchanges effected by other mutual funds (for example, funds of funds) that are sponsored by DoubleLine or its affiliates; (xi) to the extent the Fund is used
as a qualified default investment alternative under the Employee Retirement Income Security Act of 1974 for certain 401(k) plans; and (xii) otherwise as the officers of DoubleLine or the Fund may determine is appropriate after
consideration of the purpose of the transaction and the potential impact to the Fund.
The application of the redemption fee and exceptions may vary
among intermediaries, and certain intermediaries may not apply the exceptions listed above. If you purchase or sell fund shares through an intermediary, you should contact your intermediary for more information on whether the redemption fee will be
applied to redemptions of your shares. Please refer to the Shareholder Fees table under the caption Fees and Expenses for the Fund for details regarding the redemption fee charged by the Fund.
Exchange Privilege
You can exchange your Class A or C shares in the Fund for Class A or C shares, respectively, in another DoubleLine Fund (if available). (Note: As of the date of this Prospectus, no other DoubleLine Fund
offers Class A or C shares.) Any exchange is subject to the same minimums as an initial or subsequent investment, as applicable. No contingent deferred sales load will be paid on an exchange of shares for shares of the same class of another
Fund within the Trust; however, the Class A (only where applicable) and Class C shares you receive in connection with an exchange will continue to be subject to a contingent deferred sales load. You can request your exchange in writing or by
calling the transfer agent at 877-DLine11 (877-354-6311). Be sure to read the current Prospectus for the Fund into which you are exchanging. Exchanges may only be made on days when both affected Funds are open for business. Any new account
established through an exchange will have the same registration as the account from which you are exchanging and will have the same privileges as your original account (as long as they are available). In addition, the Trust reserves the right to
change or discontinue its exchange privilege, or temporarily suspend this
-82-
privilege during unusual market conditions, to the extent permitted under applicable SEC rules.
Conversion of Shares Between Classes
From time to time, the Fund may authorize the
conversion of shares of one class to another share class, provided that the shares of the other class are eligible for sale in the owners state of residence and all other applicable terms and conditions are met. Further information about
conversion of shares between classes may be found in the SAI.
Notice Regarding Delivery of Fund Documents
You will receive periodic mailings regarding the Fund. In order to reduce the volume of mail you receive, only one copy of each mailing (including,
for example, fund Prospectuses) may be sent to an address shared by two or more accounts or to shareholders we reasonably believe are from the same family or household. If you would like to receive one copy of a mailing for each account, please call
877-DLine11 (877-354-6311) to request individual copies of these documents. You must submit a written request to receive individual copies of a Prospectus or shareholder report. It may take up to thirty days to process your request.
Unclaimed Property
Your mutual fund account may be transferred to your state of residence if no activity occurs within your account during the inactivity period specified in your states abandoned property laws.
Cost Basis Reporting
When you redeem or exchange Fund shares, the Fund or, if you purchase your shares through a financial intermediary, your financial intermediary generally is required to report to you and the IRS on an IRS Form
1099-B cost-basis information with respect to those shares, as well as information about whether any gain or loss on your redemption or exchange is short- or long-term and whether any loss is disallowed under the wash sale rules. This
reporting requirement is effective for Fund shares acquired by you (including through dividend reinvestment) on or after January 1, 2012, when you subsequently redeem or exchange those shares. Such reporting generally is not required for shares
held in a retirement or other tax-advantaged account. Cost basis is typically the price you pay for your shares (including reinvested dividends), with adjustments for certain commissions,
-83-
wash-sales, organizational actions, and other items, including any returns of capital paid to you by the Fund in respect of your shares. Cost basis is used to determine your net gains and losses
on any shares you redeem or exchange in a taxable account.
The Fund or your financial intermediary, as applicable, will permit you to select from a
list of alternative cost basis reporting methods to determine your cost basis in Fund shares acquired on or after January 1, 2012. If you do not select a particular cost basis reporting method, the Fund or financial intermediary will apply its
default cost basis reporting method to your shares. If you hold your shares directly in a Fund account, the Funds default method (or the method you have selected by notifying the Fund) will apply; if you hold your shares in an account with a
financial intermediary, the intermediarys default method (or the method you have selected by notifying the intermediary) will apply. Please contact the Fund at 877-DLine11 (877-354-6311) or consult your financial intermediary, as appropriate,
for more information on the available methods for cost basis reporting and how to select or change a particular method. You should consult your tax advisor concerning the application of these rules to your investment in the Fund, and to determine
which available cost basis method is best for you. Please note that you are responsible for calculating and reporting your cost basis in Fund shares acquired prior to January 1, 2012 as this information will not be reported to you by the Fund
and may not be reported to you by your financial intermediary.
Distributions
The amount of distributions of net investment income and of net realized long- and short-term capital gains payable to shareholders may vary among share classes
due to differences in class-specific expenses. Dividends of the net investment income of the Fund, if any, will be declared and paid quarterly. The Fund will distribute net realized short-term capital gains and net realized long-term capital gains,
if any, at least annually. Your distributions will be reinvested in the Fund unless you instruct the Fund otherwise. You may change your distribution election in writing or by telephone. Any change should be submitted at least five days prior to the
next distribution. The Fund does not charge any fees or sales loads on shares purchased through the automatic reinvestment of distributions. You may request that distributions be paid by check. If you elect to receive distributions of net investment
income and/or capital gains paid in cash and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, the Fund reserves the right to reinvest the
-84-
distribution check in your account at the Funds then current net asset value and will reinvest all subsequent distributions until instructed otherwise.
Taxes
This
section provides a summary of certain U.S. federal income tax considerations relevant to an investment in the Fund; it is not intended to be a full discussion of tax laws and the effects of such laws on you, or to address all aspects of taxation
that may apply to specific types of shareholders such as foreign persons. Furthermore, this discussion is based on the provisions of the Code that are in effect as of the date of this Prospectus, which provisions are subject to change, including
retroactively. There may be other federal, state, or local tax considerations applicable to a particular investor. You are urged to consult your own tax advisor regarding your investment in the Fund (including the status of your distributions from
the Fund). Additional tax information may be found in the SAI.
Taxes on dividends and distributions.
For U.S. federal income tax purposes,
distributions of investment income are generally taxable to you as ordinary income. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated the gains, rather than how long you have owned your
shares. Distributions that the Fund properly reports to you as gains from investments that the Fund owned for more than one year are generally treated as long-term capital gains includible in your net capital gain and taxed to individuals at reduced
rates. Distributions of gains from investments that the Fund owned for one year or less and gains on the sale of or payments on bonds characterized as having market discount are generally taxable to you as ordinary income. Distributions of
investment income that the Fund properly reports to you as derived from qualified dividend income are taxed in the hands of individuals at the reduced rates applicable to net capital gains, provided holding period and other requirements are met at
both the shareholder and Fund level.
A 3.8% Medicare contribution tax is imposed on the net investment income of individuals, estates and
trusts whose income exceeds certain threshold amounts. Net investment income generally includes for this purpose dividends paid by the Fund, including any capital gain dividends, and net capital gains recognized on the sale, redemption or exchange
of shares of the Fund. Shareholders are advised to consult their tax advisors regarding the possible implications of this tax on their investment in the Fund.
-85-
Distributions are taxable to you even if they are paid from income or gains earned by the Fund before your investment
(and thus were included in the price you paid). Distributions are taxable in the manner described herein whether you receive them in cash or reinvest them in additional shares.
Distributions by the Fund to retirement plans and other tax-advantaged accounts that qualify for tax-exempt treatment under federal income tax laws generally will not be taxable. Special tax rules apply to
investments through such plans and/or accounts. You should consult your tax advisor to determine the suitability of the Fund as an investment through such a plan and/or account and the tax treatment of distributions (including distributions of
amounts attributable to an investment in the Fund) from such a plan and/or account.
The Funds investment in certain debt obligations, hedging
transactions and derivatives can cause the Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, the Fund could be required at times to liquidate investments, including at times when it may not be advantageous
to do so, in order to satisfy its distribution requirements (see Tax Status of the Fund below). Such dispositions could result in realization of capital gains, including short-term capital gains generally taxable to shareholders at
ordinary income rates when distributed to them.
Absent a specific statutory exemption, dividends (other than capital gain dividends) paid to a
shareholder that is not a U.S. person within the meaning of the Code (a
foreign person
) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). For taxable years of the
Fund beginning before January 1, 2014, the Fund is not required to withhold any amounts with respect to distributions made to foreign persons of certain U.S.-source interest income (
interest-related dividends
) and net
short-term capital gains in excess of long-term capital losses (
short-term capital gain dividends
), to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders. It is currently
unclear whether Congress will extend these exemptions for interest-related dividends and short-term capital gain dividends with respect to taxable years of the Fund beginning on or after January 1, 2014, or what the terms of such an extension
would be. If you are a non-U.S. investor, please consult your own tax advisor regarding the tax consequences of investing in the Fund.
Taxes
when you sell, redeem or exchange your shares.
Any gain resulting from a sale, redemption, or exchange (including an exchange for shares of another fund) of your shares in the Fund will generally be subject to federal
-86-
income tax at either short-term or long-term capital gain rates depending on how long you owned your shares.
Tax Status of the Fund.
The Fund intends to qualify and be treated each year as a regulated investment company under the Code, such that the Fund will not be subject to federal income tax on income and
capital gains distributed to shareholders. In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, the Fund must meet requirements with respect to the sources of its income, the
diversification of its assets, and the distribution of its income. The Fund could in some cases cure a failure to comply with these requirements, including by paying a Fund-level tax and, in the case of a diversification failure, disposing of
certain assets. If the Fund were ineligible to or otherwise did not cure such a failure, or if the Fund were otherwise to fail to qualify as a regulated investment company, the Fund would be subject to federal income tax on its net income at regular
corporate rates without reduction for distributions to shareholders. When distributed, that income would also be taxable to shareholders as an ordinary dividend to the extent attributable to the Funds earnings and profits, thereby potentially
diminishing shareholder returns.
Foreign taxes.
The Funds investments in foreign securities may be subject to foreign withholding or
other taxes. In that case, the Funds return on those securities may be decreased. If the Fund meets certain requirements with respect to its asset holdings, it will be eligible to elect to permit shareholders of the Fund to claim a credit or
deduction with respect to foreign taxes paid by the Fund. In addition, investments in foreign securities may increase or accelerate the Funds recognition of ordinary income and may affect the timing or amount of the Funds distributions.
Derivatives.
The Funds use of derivatives may affect the amount, timing, and character of distributions to shareholders and,
therefore, may increase the amount of taxes payable by shareholders.
Investments in Other Funds.
Special tax consequences may apply to
shareholders of the Fund as a result of its investments in other funds. Please see the SAI under Distributions and Taxes for more information.
Backup Withholding.
The Fund will be required in certain cases to withhold on distributions paid to a shareholder who (1) has provided the Fund either an incorrect tax identification number or no number
at all, (2) who is subject to backup withholding by the IRS for failure to properly report payments of interest or dividends, (3) who has failed to certify to the Fund
-87-
that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).
Reporting.
Shareholders will be advised annually as to the federal tax status of distributions made by the Fund for the preceding calendar year.
Consult your tax advisor about other possible tax consequences.
This is a summary of certain U.S. federal income tax consequences of investing in the Fund.
You should consult your tax advisor for more information on your own tax situation, including possible other federal, state, local and foreign tax consequences of investing in the Fund. For more information, see Distributions and Taxes
in the SAI.
Index Descriptions
The
Barclays Capital U.S. Aggregate Bond Index
represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index
components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.
The
Morgan Stanley Capital International All Country World Index
is a market-capitalization-weighted index designed to provide a broad measure of stock
performance throughout the world, including both developed and emerging markets.
The
Standard & Poors Goldman Sachs Commodity Index
Total Return Index
is a composite index of commodity sector returns representing an unleveraged, long-only investment in commodity futures that is broadly diversified across the spectrum of commodities and measures the returns accrued from
investing in fully-collateralized nearby commodity futures.
The
S&P 500
®
Index
is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate
market value of 500 stocks representing all major industries.
Direct investment in an index is not possible.
-88-
Financial Highlights
The following table illustrates the financial performance for the Funds Class A shares for the fiscal periods shown. Certain information reflects
financial results for a single Fund share. The Fund has not issued Class C shares as of the date of this Prospectus. Class A and Class C shares bear different operating expenses. As a result, the actual performance of Class C shares for the
periods shown below would have been lower than the performance shown. Total return illustrates how much your investment in the Fund would have increased or decreased during each period, assuming you had reinvested all dividends and distributions.
This information has been audited by PricewaterhouseCoopers LLP, the Funds independent registered public accounting firm. Its report and the Funds financial statements are included in the Funds most recent Annual Report to
shareholders, which is available upon request.
-89-
DoubleLine Multi-Asset Growth Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS A
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
Period Ended
March 31,
2011
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$10.02
|
|
|
|
$10.09
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.29
|
|
|
|
0.41
|
|
|
|
0.10
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
(0.06
|
)
|
|
|
(0.16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.23
|
|
|
|
0.25
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.30
|
)
|
|
|
(0.32
|
)
|
|
|
(0.01
|
)
|
Distributions from Net Realized Gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.30
|
)
|
|
|
(0.32
|
)
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$9.95
|
|
|
|
$10.02
|
|
|
|
$10.09
|
|
Total
Return
5
|
|
|
2.19
|
%
|
|
|
2.57
|
%
|
|
|
1.02
|
%
2
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$159,714
|
|
|
|
$42,261
|
|
|
|
$6,071
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
1.60
|
%
|
|
|
1.76
|
%
|
|
|
6.05
|
%
3
|
Expenses After Fees Waived
|
|
|
1.35
|
%
|
|
|
1.34
|
%
|
|
|
1.43
|
%
3
|
Net Investment Income (Loss)
|
|
|
2.48
|
%
|
|
|
3.88
|
%
|
|
|
3.57
|
%
3
|
Portfolio Turnover Rate
|
|
|
88
|
%
|
|
|
48
|
%
|
|
|
19
|
%
2
|
1
|
Commencement of operations on December 20, 2010.
|
4
|
Calculated based on average shares
outstanding during the period.
|
5
|
Total Return does not include the effects of sales charges for Class A.
|
-90-
PRIVACY POLICY
March 2013
What Does DoubleLine Do With Your Personal Information?
Financial companies choose how they share your personal information. This notice provides information about how we collect, share, and protect your personal
information, and how you might choose to limit our ability to share certain information about you. Please read this notice carefully.
All financial
companies need to share customers personal information to run their everyday businesses. 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 or to make
its customers aware of other financial products and services offered by a DoubleLine affiliated company.
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.
|
-91-
The types of personal information DoubleLine collects and shares depend on the product or service you have with
us. This information may include:
|
|
Social Security Number;
|
|
|
transaction or loss history;
|
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 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 877-DLine11 (877-354-6311). If you limit this sharing and you have a joint account, your decision will be applied to all owners of the
account.
|
-92-
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.
As required by federal law, DoubleLine will notify customers of DoubleLines Privacy Policy annually. DoubleLine reserves the right
to modify this policy at any time, but in the event that there is a change, DoubleLine will promptly inform its customers of that change.
-93-
DoubleLine Funds Trust
You can find more information about the Fund in the following documents:
Statement of Additional
Information (SAI)
The Funds SAI provides more details about the Funds investments and its policies. A current SAI is on file with the
Securities and Exchange Commission (SEC) and is incorporated by reference into this document and is legally considered part of this Prospectus. The SAI can be reviewed and photocopied at the SECs Public Reference Room in Washington, D.C.
Annual and Semi-Annual Reports
Additional information about the Funds investments is or will be available in the Funds annual and semi-annual reports to shareholders. The Funds annual report contains a discussion of the market
conditions and investment strategies that affected the Funds performance during the Funds most recent fiscal year.
TO OBTAIN INFORMATION
You can obtain a
free copy of these documents, request other information, or make general inquiries about the Fund by contacting the Fund:
By Internet:
Go to www.doublelinefunds.com
By Telephone:
Call 877-DLine11 (877-354-6311) or your financial intermediary.
By Mail:
Write to:
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
From the SEC:
Reports and other information about the Fund (including the statement of additional information) can be reviewed and copied at the Commissions Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling the Commission at (202) 551-8090. The reports and other information about the Fund are available on the EDGAR Database on the Commissions Internet site at
http://www.sec.gov, and that copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov or by writing the Commissions Public Reference Section, Washington, D.C. 20549-1520.
Investment Company Act File Number 811-22378
-94-
Return Address:
333 S. Grand Ave., Suite 1800 Los
Angeles, CA 90071 1 (877(DLINE11 or 1 (877) 354-6311
fundinfo@doubleline.com www.doublelinefunds.com
DoubleLine Funds
Prospectus
August 1, 2013
Fixed Income:
DoubleLine Total Return Bond Fund
Class I Shares DBLTX
DoubleLine Core Fixed Income Fund
Class I
Shares DBLFX
DoubleLine Emerging Markets Fixed Income Fund
Class I Shares DBLEX
DoubleLine Low Duration Bond Fund
Class I Shares DBLSX
DoubleLine Floating
Rate Fund
Class I Shares DBFRX
Global Asset Allocation:
DoubleLine Multi-Asset
Growth Fund
Class I Shares DMLIX
Equities:
DoubleLine Equities Small Cap Growth Fund
Class I Shares DBESX
DoubleLine Equities
Growth Fund
Class I Shares DBEGX
DoubleLine Equities Technology Fund
Class I Shares
DBETX
Share Class
Please read this document carefully before investing, and keep it for future reference.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
The Trusts and the Funds
This Prospectus tells you about the Class I shares of nine separate investment funds. The DoubleLine Total Return Bond Fund, the DoubleLine Core Fixed Income Fund,
the DoubleLine Emerging Markets Fixed Income Fund, the DoubleLine Low Duration Bond Fund, and the DoubleLine Floating Rate Fund (collectively, the
Fixed-Income Funds
), and the DoubleLine Multi-Asset Growth Fund, are series of
DoubleLine Funds Trust, a Delaware statutory trust. The DoubleLine Equities Small Cap Growth Fund, the DoubleLine Equities Growth Fund, and the DoubleLine Equities Technology Fund (collectively, the
Equity Funds
) are series of
DoubleLine Equity Funds, a Massachusetts business trust. DoubleLine Funds Trust and DoubleLine Equity Funds are sometimes referred to in this Prospectus as the Trusts.
Fund Summary
DoubleLine Total Return Bond Fund
Investment Objective
The Funds investment objective is to seek to maximize total return.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold
Class I shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
|
|
Class I
|
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
|
None
|
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
|
None
|
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
|
None
|
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
|
None
|
|
Fees for Redemption by Wire
|
|
|
$15
|
|
Exchange Fee
|
|
|
None
|
|
Account Fee
|
|
|
None
|
|
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
|
|
|
Class I
|
|
Management Fees
|
|
|
0.40%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.08%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.00%
|
|
Total Annual Fund Operating Expenses
|
|
|
0.48%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
|
-2-
|
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the
Funds financial statements, since financial statements only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost
of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your
shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:
|
|
|
1 Year
|
|
$49
|
3 Years
|
|
$154
|
5 Years
|
|
$269
|
10 Years
|
|
$604
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 23% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in bonds. Bonds
include bonds, debt securities, and other fixed income instruments issued by governmental or private-sector entities. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change. The Fund
intends to invest more than 50% of its net assets in mortgage-backed securities of any maturity or type guaranteed
-3-
by, or secured by collateral that is guaranteed by, the United States Government, its agencies, instrumentalities or sponsored corporations, or in privately issued mortgage-backed securities
rated at time of investment Aa3 or higher by Moodys or AA- or higher by S&P or the equivalent by any other nationally recognized statistical rating organization or in unrated securities that are determined by the Adviser to be of
comparable quality.
The Fund may invest in bonds of any credit quality, including those that are at the time of investment unrated
or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Bonds rated below investment grade, or unrated securities that are determined by the Adviser to be
of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. The Fund may invest up to 33
1
/
3
% of its net assets in junk bonds, bank loans and assignments and credit default swaps of companies in the high yield
universe. The Fund may invest a portion of its net assets in inverse floater securities and interest-only and principal-only securities.
In
managing the Funds investments, under normal market conditions, the portfolio managers intend to seek to construct an investment portfolio with a weighted average effective duration of no less than one year and no more than eight years.
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. Effective duration is a measure of the Funds portfolio duration adjusted
for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no assurance that the
effective duration of the Funds investment portfolio will not exceed its target.
Portfolio securities may be sold at any time. Sales may occur
when the Funds portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive
investment opportunities, when the portfolio managers perceive deterioration in the credit fundamentals of the issuer, or when the portfolio managers believe it would be appropriate to do so in order to readjust the duration of the Funds
investment portfolio.
-4-
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or
decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds income might be reduced, the value of the Funds
investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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
|
-5-
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a longer duration will be more sensitive to changes in
interest rates than a similar security with a shorter duration. 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.
|
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other
event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in
|
-6-
|
a manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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.
|
-7-
|
|
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.
|
|
|
price volatility risk:
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.
|
|
|
real estate risk:
the risk that real estate related investments may decline in value as a result of factors affecting the real estate industry,
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 and regional market conditions.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
Performance
The following performance information provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds Class I shares for each full calendar year since the
Funds inception. The table below shows how the average annual returns of the Funds Class I shares for the 1-year and since inception periods compare to those of a broad-based securities market index. The Funds past performance
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Absent any applicable fee waivers and/or expense limitations (which applied to the Fund from inception through July 24, 2012), performance
would have been lower. Updated information
-8-
on the Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is (0.34%).
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
3.92%
|
|
Quarter ended September 30, 2011
|
Lowest:
|
|
0.61%
|
|
Quarter ended December 31, 2011
|
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Total Return Bond Fund
|
|
One Year
|
|
|
Since Inception
(April 6, 2010)
|
|
Class I
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
9.16%
|
|
|
|
12.89%
|
|
Return After Taxes on Distributions
|
|
|
6.86%
|
|
|
|
9.95%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
5.90%
|
|
|
|
9.31%
|
|
Barclays Capital U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)
|
|
|
4.21%
|
|
|
|
6.33%
|
|
-9-
The Funds after-tax returns as shown in the above table are calculated using the historical highest applicable
individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund in a
tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other return
figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class I shares only. After-tax returns for other classes may vary. The
Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. This index covers the U.S. investment-grade fixed rate bond market, with index components for government and corporate
securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.
Investment Adviser
DoubleLine Capital LP (an
Adviser
or
DoubleLine
Capital
) is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Jeffrey E. Gundlach
|
|
Since the Funds inception in 2010
|
|
Chief Executive Officer
|
Philip A. Barach
|
|
Since the Funds inception in 2010
|
|
President
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-10-
Fund Summary
DoubleLine Core Fixed Income Fund
Investment Objective
The Funds investment objective is to seek to maximize current income and total return.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold
Class I shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
|
|
|
Class I
|
|
Management Fees
|
|
|
0.40%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.11%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.00%
|
|
Total Annual Fund Operating Expenses
|
|
|
0.51%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
|
-11-
|
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the
Funds financial statements, since financial statements only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost
of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your
shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:
|
|
|
1 Year
|
|
$52
|
3 Years
|
|
$164
|
5 Years
|
|
$285
|
10 Years
|
|
$640
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 83% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in fixed income
instruments. These fixed income instruments include but are not limited to securities issued or guaranteed by the United States Government, its agencies, instrumentalities or sponsored corporations; corporate obligations (including foreign hybrid
securities); mortgage-backed securities; asset-backed securities; foreign securities (corporate and
-12-
government); emerging market securities (corporate and government); bank loans and assignments; and other securities bearing fixed or variable interest rates of any maturity. If the Fund changes
this investment policy, it will notify shareholders at least 60 days in advance of the change.
The Fund may invest in fixed
income instruments of any credit quality, including those that are at the time of investment unrated or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating
organization. Fixed income instruments rated below investment grade, or unrated securities that are determined by the Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. The Fund may invest up to 33
1
/
3
% of its net assets in junk bonds, bank loans and assignments and credit default swaps of companies in the high yield universe.
The Fund may invest up to 5% of its net assets in defaulted corporate securities where the portfolio manager believes the restructured enterprise valuations or liquidation valuations may exceed current market
values. The Fund may invest a portion of its net assets in inverse floaters and interest-only and principal-only securities and a portion of its net assets in fixed income instruments (including hybrid securities) issued or guaranteed by companies,
financial institutions and government entities in emerging market countries. 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 International Bank of Reconstruction and Development or any affiliate thereof (the
World Bank
) or the United Nations, or related entities, or is considered an emerging market
country for purposes of constructing major emerging market securities indexes.
The Fund may invest some of its assets in other investment
companies, such as, for example, other open-end or closed-end investment companies, exchange-traded funds and domestic or foreign private investment vehicles, including investment companies sponsored or managed by the Adviser and its affiliates.
In managing the Funds investments, under normal market conditions, the portfolio manager 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:
|
|
security selection within a given sector;
|
-13-
|
|
relative performance of the various market sectors;
|
|
|
the shape of the yield curve; and
|
|
|
fluctuations in the overall level of interest rates.
|
The portfolio manager also utilizes active asset allocation in managing the Funds investments and monitors the duration of the Funds portfolio securities to seek to mitigate the Funds exposure to
interest rate risk. In managing the Funds investments, under normal market conditions, the portfolio manager intends to seek to construct an investment portfolio with a weighted average effective duration of no less than two years and no more
than eight years. 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. Effective duration is a measure of the Funds portfolio
duration adjusted for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no
assurance that the effective duration of the Funds investment portfolio will not exceed its target.
Portfolio securities may be sold at any time.
Sales may occur when the Funds portfolio manager determines to take advantage of what the portfolio manager considers to be a better investment opportunity, when the portfolio manager believes the portfolio securities no longer represent
relatively attractive investment opportunities, when the portfolio manager perceives deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers sell target.
Principal Risks
Since the Fund will hold securities
with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing
in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
affiliated fund risk:
the risk that, due to its own financial interest or other business considerations, the Adviser may choose to invest a portion
of the Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the
|
-14-
|
Fund directly in portfolio securities, or may choose to invest in such investment companies over investment companies sponsored or managed by others. Similarly, the Adviser may delay or decide
against the sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates.
|
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds income might be reduced, the value of the Funds
investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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
|
-15-
|
prevailing interest rates rise, which could cause their values to fall sharply.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a
longer duration will be more sensitive to changes in interest rates than a similar security with a shorter duration. 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.
|
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements
|
-16-
|
which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or
other event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in a
manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
-17-
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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.
|
|
|
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.
|
|
|
price volatility risk:
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.
|
|
|
real estate risk:
the risk that real estate related investments may decline in value as a result of factors affecting the real estate industry,
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 and regional market conditions.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
-18-
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
Performance
The following performance information provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds Class I shares for each full calendar year since the
Funds inception. The table below shows how the average annual returns of the Funds Class I shares for the 1-year and since inception periods compare to those of a broad-based securities market index. The Funds past performance
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Absent any applicable fee waivers and/or expense limitations (which applied to the Fund from inception through July 24, 2012), performance
would have been lower. Updated information on the Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is (1.90%).
-19-
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
4.35%
|
|
Quarter ended September 30, 2011
|
Lowest:
|
|
0.87%
|
|
Quarter ended December 31, 2012
|
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Core Fixed Income Fund
|
|
One Year
|
|
|
Since Inception
(June 1, 2010)
|
|
Class I
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
8.15%
|
|
|
|
10.55%
|
|
Return After Taxes on Distributions
|
|
|
6.49%
|
|
|
|
8.57%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
5.27%
|
|
|
|
7.86%
|
|
Barclays Capital U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)
|
|
|
4.21%
|
|
|
|
5.71%
|
|
The Funds after-tax returns as shown in the above table are calculated using the historical highest applicable
individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund in a
tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other return
figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class I shares only. After-tax returns for other classes will vary. The
Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar-denominated. This index covers the U.S. investment-grade fixed rate bond market, with index components for government and corporate
securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.
-20-
Investment Adviser
DoubleLine Capital LP is the investment adviser to the Fund.
Portfolio Manager
The portfolio manager for the Fund is:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Jeffrey E. Gundlach
|
|
Since the Funds inception in 2010
|
|
Chief Executive Officer
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-21-
Fund Summary
DoubleLine Emerging Markets Fixed Income Fund
Investment Objective
The Funds investment objective is to seek high total return from current income and capital appreciation.
Fees and Expenses of the Fund
This table describes the
fees and expenses you may pay if you buy and hold Class I shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-22-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
Class I
|
|
Management Fees
|
|
|
0.75%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.16%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
0.92%
|
|
Fee Waiver and/or Expense
Reimbursement
2
|
|
|
(0.00%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
0.92%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
2
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 0.95% for Class I shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is expected to apply until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment advisory
fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject
to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
-23-
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your
shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense limitation for the first year).
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
|
|
|
1 Year
|
|
$94
|
3 Years
|
|
$293
|
5 Years
|
|
$509
|
10 Years
|
|
$1,131
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 105% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in fixed income
instruments. These fixed income instruments include but are not limited to securities issued or guaranteed by companies (including foreign hybrid securities), financial institutions and government entities in emerging market countries and other
securities bearing fixed or variable interest rates of any maturity. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change. The Fund will generally invest in at least four emerging market
countries.
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 major emerging market
securities indexes.
-24-
The Fund may invest, without limitation, in fixed income instruments of any credit quality, including those that at
the time of investment are unrated or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Fixed income instruments rated below investment grade, or
unrated securities that are determined by the Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. The Fund may invest in hybrid securities relating to emerging market countries.
The Fund may invest up to 20% of its net assets in defaulted corporate securities where the portfolio manager believes the restructured enterprise valuations or
liquidation valuations may exceed current market values. In addition, the Fund may invest in defaulted sovereign investments where the portfolio manager believes the expected debt sustainability of the country is not reflected in current market
valuations. The Fund may invest in derivatives, such as options, swaps (including credit default swaps), futures, structured investments, foreign currency futures and forward contracts. These practices may be used to hedge the Funds portfolio
as well as for investment purposes; however, such practices sometimes may reduce returns or increase volatility.
In allocating investments
among various emerging market countries, the portfolio manager attempts to analyze internal political, market and economic factors. These factors include:
|
|
foreign investment regulations;
|
|
|
stability of exchange rate policy; and
|
In managing the Funds
investments, under normal market conditions, the portfolio manager intends to seek to construct an investment portfolio with a weighted average effective duration of no less than two years and no more than eight years. Duration is a measure of the
expected life of a fixed
-25-
income instrument that is used to determine the sensitivity of a securitys price to changes in interest rates. Effective duration is a measure of the Funds portfolio duration adjusted
for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no assurance that the
effective duration of the Funds investment portfolio will not exceed its target.
Emerging market securities held by the Fund may be
denominated in emerging market currencies, the U.S. dollar, or other currencies. A substantial portion of the Funds investments may be denominated in the U.S. dollar.
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio manager perceives deterioration in the credit fundamentals of the issuer, when the portfolio manager believes there are
negative macro geo-political considerations that may affect the issuer, when the portfolio manager determines to take advantage of a better investment opportunity, or when the individual security has reached the portfolio managers sell target.
Principal Risks
Since the Fund will hold
securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money
by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds
income might be reduced, the value of the Funds investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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
|
-26-
|
counterpartys ability to pay interest and principal when due. The values of lower-quality debt securities, including 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.
|
|
¡
|
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a
longer duration will be more sensitive to changes in interest rates than a similar security with a shorter duration. 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.
|
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability,
|
-27-
|
greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging
market countrys dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and
less developed legal systems than in many more developed countries.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other
event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
-28-
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of the risks of investing in the Fund.
Performance
The following performance information
provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds Class I shares for each full calendar year since the Funds
-29-
inception. The table below shows how the average annual returns of the Funds Class I shares for the 1-year and since inception periods compare to those of a broad-based securities market
index. Absent any applicable fee waivers and/or expense limitations (which have applied to the Fund since inception), performance would have been lower. The Funds past performance (before and after taxes) is not necessarily an indication of
how the Fund will perform in the future. Updated information on the Funds investment results can be obtained at no charge by calling
877-DLine11 (877-354-6311)
or by visiting the Funds website
at www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is (4.50%).
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
5.68%
|
|
Quarter ended March 31, 2012
|
Lowest:
|
|
(3.88%)
|
|
Quarter ended September 30, 2011
|
-30-
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Emerging Markets Fixed
Income Fund
|
|
One Year
|
|
|
Since Inception
(April 6, 2010)
|
|
Class I
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
13.77%
|
|
|
|
9.93%
|
|
Return After Taxes on Distributions
|
|
|
11.83%
|
|
|
|
7.76%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
8.90%
|
|
|
|
7.20%
|
|
JP Morgan Emerging Markets Bond (EMBI) Global Diversified Index
(reflects no deduction for fees, expenses or
taxes)
|
|
|
17.44%
|
|
|
|
11.71%
|
|
The Funds after-tax returns as shown in the above table are calculated using the historical highest applicable
individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund in a
tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other return
figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class I shares only. After-tax returns for other classes will vary. The JP
Morgan Emerging Markets Bond (EMBI) Global Diversified Index is a uniquely weighted version of the EMBI Global which includes U.S. dollar-denominated Brady bonds, Eurobonds and traded loans issued by sovereign and quasi-sovereign entities. It limits
the weights of those index countries with larger debt stocks by only including specified portions of these countries eligible current face amounts of debt outstanding.
Investment Adviser
DoubleLine Capital LP is the investment adviser to the Fund.
-31-
Portfolio Manager
The portfolio manager for the Fund is:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Luz M. Padilla
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-32-
Fund Summary
DoubleLine Multi-Asset Growth Fund
Investment Objective
The Fund seeks long-term capital appreciation.
Fees and
Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold Class I shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
1.00%
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-33-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
Class I
|
|
Management Fees
|
|
|
1.00%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.35%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.47%
|
|
Total Annual Fund Operating Expenses
|
|
|
1.82%
|
|
Fee Waiver and/or Expense
Reimbursement
2
|
|
|
(0.25%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.57%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
2
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.20% for Class I shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. To the extent that the Adviser waives its investment advisory fee and/or reimburses the Fund for other ordinary operating expenses pursuant to this waiver agreement, it may seek reimbursement of a portion or
all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject to the expense limitation in place at the time such amounts were waived or reimbursed. In the Funds last
fiscal year, the Adviser waived 0.15% of its advisory fee pursuant to this waiver agreement. This expense limitation is expected to apply until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. Also,
when the Fund invests in other investment vehicles sponsored by the Adviser (
other DoubleLine funds
), the Adviser will waive its advisory fee in an amount equal to the advisory fees paid to the Adviser by other DoubleLine funds in
respect of Fund assets so invested. The Adviser waived 0.10% of its advisory fee pursuant to this waiver agreement in respect of investments made in other DoubleLine funds during the Funds prior fiscal year. This arrangement may be terminated
at any time with the consent of the Board of Trustees.
|
-34-
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example
also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense limitation for the first year). Although your actual costs may be higher or lower,
based on these assumptions, your costs would be:
|
|
|
1 Year
|
|
$160
|
3 Years
|
|
$548
|
5 Years
|
|
$962
|
10 Years
|
|
$2,117
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 88% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks long-term capital appreciation by actively allocating its assets across asset classes, market sectors, and specific investments. The
Adviser
allocates the Funds assets in response to changing market, economic, and political factors and events that the Funds portfolio managers believe may affect the value of the Funds investments. The Adviser will attempt to construct a
portfolio with the potential for capital appreciation, but may also seek to control risk by active allocation among asset classes, market and economic sectors, and issuers. The Funds portfolio will be actively managed, and the allocation of
the Funds assets to asset classes, market sectors, and issuers will change over time, sometimes rapidly.
-35-
The Funds principal investments may include:
Equity Investments
Equity securities, of any kind, of U.S. or foreign issuers of any size.
Debt obligations
Debt obligations, of any kind, of domestic or foreign private or governmental issuers, including, by way of
example, loan participations, delayed funding loans and revolving credit facilities. The Fund may invest a substantial portion of its assets in mortgage-backed securities, including collateralized mortgage obligations, and other asset-backed
securities. The Fund may invest in investments of any maturity and of any quality, including defaulted securities, and may invest without limit in securities rated below investment grade, sometimes referred to as high yield or junk bonds, and in
unrated securities of any credit quality. When purchasing unrated securities for the Fund, the Adviser may assess such unrated securities as being of comparable ratings quality to other bonds and assign an internal credit rating to such unrated
bonds.
Real Estate
Investments in real estate related securities, such as, for example, real estate
investment trusts (
REITs
), real estate operating companies, brokers, developers, and builders; property management firms; and mortgage servicing firms.
Commodities
Investments intended to provide exposure to one or more physical commodities or commodities indices. Investments may include, by way of example, exchange-traded funds, futures
contracts, options on futures contracts, forward contracts, securities designed to provide commodity-based exposures, and common or preferred stocks of subsidiaries of the Fund that invest directly or indirectly in precious metals and minerals or
other commodity-related investments.
Currencies
Investment positions in various foreign currencies, including
actual holdings of those currencies, and forward, futures, swap, and option contracts with respect to foreign currencies.
Short-Term Investments
Short-term, high quality investments.
Although there is no limit on the amount of the Funds assets that may be invested in any particular asset class, the Adviser currently expects that the Fund will typically invest at least 20% of its assets in
equity securities and other equity-related investments and at least 20% of its assets in debt obligations and short-term investments; the Fund may invest less than
-36-
these amounts at any time if the Adviser believes it may be in the Funds best interest to do so.
The Fund may make any investment or use any investment strategy consistent with applicable law. The Fund may engage in short sales, either to earn additional return or to hedge existing investments. The Fund may
enter into derivatives transactions of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. The Fund may use derivatives transactions with the purpose or effect of creating
investment leverage. Although the Fund reserves the right to invest in derivatives of any kind, it currently expects that it may use the following types of derivatives: 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, 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 (such as credit default swaps), put and call options, and exchange-traded and structured notes, to take indirect long or short positions on indexes, securities, currencies, or other indicators
of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of commodities.
The Fund may invest some or all of its assets in other investment companies or pools, including, for example, other open-end or closed-end investment companies, exchange-traded funds, and domestic or foreign
private investment vehicles (such as hedge funds). The Fund may from time to time invest in one or more subsidiary private investment vehicles organized outside the United States that invest directly or indirectly in precious metals, minerals, or
other commodity-related investments. The Fund may invest in other investment companies or private investment vehicles managed by the Adviser, to the extent permitted by applicable law.
The Fund is registered as a non-diversified investment company as defined in the 1940 Act, and may invest in the securities of a smaller number of issuers than a diversified company. There is no limit on the amount
of the Funds assets that may be allocated to one or more specific asset classes or market sectors. The Fund may invest without limit in obligations of issuers in any country or group of countries, including emerging market countries.
The Adviser may sell investments when it believes they no longer offer attractive potential future returns compared to other investment
-37-
opportunities or they present undesirable risks, or in order to limit losses on securities that have declined in value.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the
Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
affiliated fund risk:
the risk that, due to its own financial interest or other business considerations, the Adviser may choose to invest a portion
of the Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may choose to invest in such investment companies over investment
companies sponsored or managed by others. Similarly, the Adviser may delay or decide against the sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates.
|
|
|
asset allocation risk:
the risk that the Funds investment performance may depend, at least in part, on how its assets are allocated and
reallocated among asset classes and underlying funds and that such allocation will focus on asset classes, underlying funds, or investments that perform poorly or underperform other asset classes, underlying funds, or available investments.
|
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
|
commodities risk:
the risk that the value of the Funds shares may be affected by changes in the values of one or more commodities, which may
be extremely volatile and difficult to value, risk of possible illiquidity, and the risks and costs associated with delivery, storage,
|
-38-
|
and maintenance of precious metals or minerals or other commodity-related investments.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds income might be reduced, the value of the Funds
investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a longer duration will be more sensitive to changes in
interest rates than a similar security with a shorter duration. 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.
|
-39-
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
equity issuer risk:
the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or
unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
|
|
|
exchange-traded note risk:
the risk that the level of the particular market benchmark or strategy to which the notes return is linked will
fall in value; exchange-traded notes are subject to credit risk generally to the same extent as debt securities.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example
|
-40-
|
sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all
companies in the financial services sector.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in a
manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
large shareholder risk:
the risk that certain account holders, including funds or accounts over which the Adviser has investment discretion, may
from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including
|
-41-
|
as a result of an asset allocation decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not
otherwise do so. Redemptions of a large number of shares may affect the liquidity of the Funds portfolio, increase the Funds transaction costs, and accelerate the realization of taxable income and/or gains to shareholders.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market capitalization risk:
the risk that investing substantially in issuers in one market capitalization category (large, medium or small) may
adversely affect the Fund because of unfavorable market conditions particular to that category of issuers, such as larger, more established companies being unable to respond quickly to new competitive challenges or attain the high growth rates of
successful smaller companies, or, conversely, stocks of smaller companies being more volatile than those of larger companies due to, among other things, narrower product lines, more limited financial resources, fewer experienced managers and there
typically being less publicly available information about small capitalization companies.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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
|
-42-
|
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.
|
|
|
non-diversification risk:
the risk that, because a relatively higher percentage of the Funds assets may be invested in the securities of a
limited number of issuers, 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
real estate risk:
the risk that real estate related investments may decline in value as a result of factors affecting the real estate industry,
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 and regional market conditions.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the
|
-43-
|
portfolio managers choice of securities or sectors for investment.
|
|
|
short sale risk:
the risk that a security the Fund has sold short increases in value.
|
|
|
tax risk:
in order to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (
Code
), the
Fund must meet requirements regarding, among other things, the source of its income. It is possible that certain of the Funds investments in commodity-linked derivatives, ETFs and other investment pools will 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.
|
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
Performance
The following performance information provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds Class I shares for each full calendar year since the
Funds inception. The table below shows how the average annual returns of the Funds Class I shares for the 1-year and since inception periods compare to those of two broad-based securities market indexes. The Funds past performance
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Absent any applicable fee waivers and/or expense limitations (which have applied to the Fund since inception), performance would have been lower.
Updated information on the Funds
-44-
investment results can be obtained at no charge by calling
877-DLine11 (877-354-6311)
or by visiting the Funds website at
www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is (0.62%).
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
4.60%
|
|
Quarter ended September 30, 2012
|
Lowest:
|
|
(1.67%)
|
|
Quarter ended June 30, 2012
|
-45-
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Multi-Asset Growth Fund
|
|
One Year
|
|
|
Since Inception
(December 20, 2010)
|
|
Class I
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
4.29%
|
|
|
|
3.11%
|
|
Return After Taxes on Distributions
|
|
|
3.01%
|
|
|
|
2.03%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
2.79%
|
|
|
|
2.03%
|
|
S&P 500
®
Index
(reflects no deduction for fees, expenses or taxes)
|
|
|
16.00%
|
|
|
|
9.18%
|
|
Blended Benchmark: Barclays Capital U.S. Aggregate Bond Index (60%)/Morgan Stanley Capital International All Country World Index (25%)/Standard
& Poors Goldman Sachs Commodity Index (GSCI) Total Return (15%)
(reflects no deduction for fees, expenses or taxes)
|
|
|
6.78%
|
|
|
|
5.35%
|
|
The Funds after-tax returns as shown in the above table are calculated using the historical highest
applicable individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund
in a tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other
return figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class I shares only. After-tax returns for other classes will vary. The
S&P 500
®
Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the
broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered,
-46-
taxable, and dollar denominated. This index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass through
securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis. The Morgan Stanley Capital International All Country World Index is designed to provide a
broad measure of stock performance throughout the world. The MSCI All Country World Index includes both developed and emerging markets. The Standard & Poors Goldman Sachs Commodity Index Total Return Index is a composite index of
commodity sector returns representing an unleveraged, long-only investment in commodity futures that is broadly diversified across the spectrum of commodities and measures the returns accrued from investing in fully-collateralized nearby commodity
futures.
Investment Adviser
DoubleLine
Capital LP is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Jeffrey E. Gundlach
|
|
Since the Funds inception in 2010
|
|
Chief Executive Officer
|
Bonnie Baha
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Samuel Garza
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Luz M. Padilla
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Jeffrey J. Sherman
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-47-
Fund Summary
DoubleLine Low Duration Bond Fund
Investment Objective
The Funds investment objective is to seek current income.
Fees and Expenses of the Fund
This table describes the
fees and expenses you may pay if you buy and hold Class I shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Share Class
|
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-48-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
Share Class
|
|
Class I
|
|
Management Fees
|
|
|
0.35%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
1
|
|
|
0.18%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
0.54%
|
|
Fee Waiver and/or Expense
Reimbursement
2
|
|
|
(0.06%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
0.48%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
2
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 0.47% for Class I shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is expected to apply until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment advisory
fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject
to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those
-49-
periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense
limitation for the first year). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
|
|
|
1 Year
|
|
$49
|
3 Years
|
|
$167
|
5 Years
|
|
$296
|
10 Years
|
|
$671
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 71% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks current income by investing principally in debt securities of any kind. The Fund may invest without limit in mortgage-backed securities of any
maturity or type, including those guaranteed by, or secured by collateral that is guaranteed by, the United States Government, its agencies, instrumentalities or sponsored corporations as well as those of private issuers not subject to any
guarantee. Mortgage-backed securities include, among others, government mortgage pass-through securities, collateralized mortgage obligations, multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities
(
e.g.
, interest-only and principal-only securities) and inverse floaters. The Fund may also invest in corporate debt obligations (including foreign hybrid securities); asset-backed securities; foreign securities (corporate and government);
emerging market securities (corporate and government); inflation-indexed bonds; bank loans and assignments; income-producing securitized products, including collateralized loan obligations; preferred securities; and other instruments bearing fixed
or variable interest rates of any maturity.
-50-
The Adviser will normally seek to construct an investment portfolio for the Fund with a dollar-weighted average
effective duration of three years or less. 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. Effective duration is a measure of
the Funds portfolio duration adjusted for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary significantly from time to time, and
there is no assurance that the effective duration of the Funds investment portfolio will not exceed three years at any time. The Fund may invest in individual securities of any maturity or duration.
In managing the Funds investments, the portfolio managers typically use 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:
|
|
security selection within a given sector;
|
|
|
relative performance of the various market sectors;
|
|
|
the shape of the yield curve; and
|
|
|
fluctuations in the overall level of interest rates.
|
Under normal circumstances, the Fund intends to invest primarily in fixed income and other income-producing instruments rated investment grade and unrated securities considered by the Adviser to be of comparable
credit quality. The Fund may, however, invest up to 50% of its total assets in fixed income and other income-producing instruments rated below investment grade and those that are unrated but determined by the Adviser to be of comparable credit
quality. Those instruments include high yield, high risk bonds, commonly known as junk bonds.
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, inverse floaters, futures contracts, U.S. Treasury swaps, interest rate swaps and total return swaps). 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.
-51-
The Fund may also enter into derivatives transactions and other instruments of any kind for hedging purposes or
otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. The Fund may also use derivatives transactions with the purpose or effect of creating investment leverage. For example, the Fund may use 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, 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 (such as credit default swaps), put and call options, and exchange-traded and structured notes, to take indirect long or short
positions on indexes, securities, currencies, or other indicators of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of commodities.
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in bonds. Bonds
include bonds, debt securities and fixed income and income-producing instruments of any kind issued by governmental or private-sector entities. Most bonds consist of a security or instrument having one or more of the following characteristics: a
fixed-income security, a security issued at a discount to its face value, a security that pays interest or a security with a stated principal amount that requires repayment of some or all of that principal amount to the holder of the security. The
Adviser interprets the term bond broadly as an instrument or security evidencing what is commonly referred to as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one
or more debt securities.
The Fund may invest in other investment companies or pools, including, for example, other open-end or closed-end investment
companies, ETFs, and domestic or foreign private investment vehicles.
Portfolio securities may be sold at any time. Sales may occur when the
Funds portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive
investment opportunities, when the portfolio managers perceive deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers sell target.
-52-
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or
decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds
income might be reduced, the value of the Funds investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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
|
-53-
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a
longer duration will be more sensitive to changes in interest rates than a similar security with a shorter duration. 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.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability
,
greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from
particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more
developed countries.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements
|
-54-
|
which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or
other event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in a
manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
-55-
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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.
|
|
|
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.
|
|
|
preferred securities risk:
the risk that: (i) certain preferred stocks contain provisions that allow an issuer under certain conditions to
skip or defer distributions; (ii) preferred stocks may be subject to redemption, including at the issuers call, and, in the event of redemption, the Fund may not be able to reinvest the proceeds at comparable or favorable rates of return;
(iii) preferred stocks are generally subordinated to bonds and other debt securities in an
|
-56-
|
issuers capital structure in terms of priority for corporate income and liquidation payments; and (iv) preferred stocks may trade less frequently and in a more limited volume and may
be subject to more abrupt or erratic price movements than many other securities.
|
|
|
price volatility risk:
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.
|
|
|
real estate risk:
the risk that real estate related investments may decline in value as a result of factors affecting the real estate industry,
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 and regional market conditions.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
Performance
The following performance information provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds Class I shares for each full calendar year since the
Funds inception. The table below shows how the average annual returns of the Funds Class I shares for the 1-year and since inception periods compare to those of a broad-based securities market index. Absent any applicable fee waivers
and/or expense limitations (which have applied to the Fund since inception), performance would have been lower. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Updated information on the Funds
-57-
investment results can be obtained at no charge by calling
877-DLine11 (877-354-6311)
or by visiting the Funds website at
www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is 0.24%.
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
1.20%
|
|
Quarter ended March 31, 2012
|
Lowest:
|
|
0.48%
|
|
Quarter ended December 31, 2012
|
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Low Duration Bond Fund
|
|
One Year
|
|
|
Since Inception
(September 30, 2011)
|
|
Class I
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
3.55%
|
|
|
|
3.83%
|
|
Return After Taxes on Distributions
|
|
|
2.68%
|
|
|
|
3.04%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
2.30%
|
|
|
|
2.80%
|
|
BofA Merrill Lynch 1-3 Year U.S. Treasury Index
(reflects no deduction for fees, expenses or taxes)
|
|
|
0.43%
|
|
|
|
0.50%
|
|
-58-
The Funds after-tax returns as shown in the above table are calculated using the historical highest
applicable individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund
in a tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other
return figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class I shares only. After-tax returns for other classes may vary. The
BofA Merrill Lynch 1-3 Year Treasury Index is an unmanaged index that tracks the performance of the direct sovereign debt of the U.S. Government having a maturity of at least one year and less than three years. It is not possible to invest directly
in an unmanaged index.
Investment Adviser
DoubleLine Capital LP is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund
are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Philip A. Barach
|
|
Since the Funds inception in 2011
|
|
President
|
Bonnie Baha
|
|
Since the Funds inception in 2011
|
|
Portfolio Manager
|
Luz M. Padilla
|
|
Since the Funds inception in 2011
|
|
Portfolio Manager
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-59-
Fund Summary
DoubleLine Floating Rate Fund
Investment Objective
The Funds investment objective is to seek a high level of current income.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold
shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Share Class
|
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load)
(as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
1.00%
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-60-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
Share Class
|
|
Class I
|
|
Management Fees
|
|
|
0.50%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
1
|
|
|
1.51%
|
|
Acquired Fund Fees and Expenses
1, 2
|
|
|
0.17%
|
|
Total Annual Fund Operating Expenses
|
|
|
2.18%
|
|
Fee Waiver and/or Expense
Reimbursement
3
|
|
|
(1.26%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
0.92%
|
|
1
|
Based on estimated amounts for the current fiscal year.
|
2
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
3
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 0.75% for Class I shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. These expense limitations are expected to apply until at least July 31, 2014, except that they may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment
advisory fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed,
subject to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
-61-
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your
shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense limitation for the first year).
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the period
February 1, 2013 to March 31, 2013, the Funds portfolio turnover rate was 20% of the average value of its portfolio (not annualized).
Principal Investment Strategies
The Fund invests primarily
in floating rate loans and other floating rate investments.
Floating rate loans are typically debt obligations with interest rates that adjust or
float periodically, often on a daily, monthly, quarterly, or semiannual basis by reference to a base lending rate (such as LIBOR) plus a premium. Certain floating rate loans are secured by specific collateral of the borrower and are
senior to most other securities of the borrower (e.g., common stock and other debt instruments) in the event of bankruptcy (
Senior Loans
). Other floating rate loans may be unsecured obligations of the borrower. A floating rate
loan may be structured and administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. Such floating rate loans may be acquired through the agent or from the borrower, as an assignment from
another lender who holds a direct interest in the floating rate loan, or as a participation interest in another lenders portion of the floating rate loan.
-62-
Other floating rate investments include, without limitation, floating rate debt securities;
inflation-indexed securities; certain mortgage- and asset-backed securities, collateralized loan obligations, collateralized debt obligations, and collateralized mortgage obligations backed by or structured as floating rate investments and having,
in the judgment of the Adviser, characteristics similar to those of other floating rate investments; adjustable rate mortgages; floaters; inverse floaters; money market securities of all types; repurchase agreements; and shares of money market and
short-term bond funds.
The Fund normally will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in floating
rate loans and other floating rate investments. For purposes of this policy, any security or instrument will be considered a floating rate investment if it has a maturity of six months or less even if it pays a rate of interest rate that does not
reset or adjust prior to maturity. The Funds investments in derivatives and other synthetic instruments that provide exposure comparable, in the judgment of the Adviser, to floating rate investments will be counted toward satisfaction of this
80% policy as well.
The Fund may invest in securities or instruments of any credit quality. The Fund expects that many or all of the Funds
investments will be rated below investment grade or unrated but of comparable credit quality. Floating rate and other investments rated below investment grade, or unrated securities that are determined by the Adviser to be of comparable quality, are
high yield, high risk securities, commonly known as junk bonds. Such investments entail high risk and have speculative characteristics. The Fund may invest in securities of stressed, distressed, and defaulted issuers (including issuers involved in
bankruptcy proceedings, reorganizations, financial restructurings, or otherwise experiencing financial hardship).
Subject to the Funds policy to
invest at least 80% of its net assets in floating rate loans and other floating rate investments, the Fund may invest any portion of its assets in bonds, debentures, notes and other debt instruments, preferred securities, money market securities,
investment-grade debt securities, repurchase agreements, and any security or instrument bearing a floating or adjustable rate of interest, including by investing in other investment companies or pools, ETFs, and domestic or foreign private
investment vehicles.
The Fund may invest in obligations of corporate and governmental issuers of any maturity. The Fund may invest in foreign
investments, including obligations of issuers in emerging markets, without limit.
-63-
The Funds investments in loans may include loans issued in an offering that has been oversubscribed. The
Fund may be able to sell such investments at a gain shortly after those investments are made. If the Fund seeks to take advantage of such opportunities, it may lead to higher levels of portfolio turnover, increased transaction costs and greater
amounts of taxable distributions to shareholders. There can be no assurance that the Adviser will be able to identify such opportunities successfully or sell any investments at a gain.
The Fund may enter into derivatives transactions and other instruments of any kind for duration management purposes, hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset
classes or issuers. The Fund also may use derivatives transactions with the purpose or effect of creating investment leverage.
The Funds
portfolio managers may consider a wide variety of factors in purchasing and selling investments for the Fund, including, without limitation, fundamental analysis of the issuer, the credit quality of the issuer and any collateral securing the
investment, the issuers management, capital structure, leverage, and operational performance, and the business outlook for the industry of the issuer. The Fund also may consider available credit ratings. Although the Funds portfolio
managers may consider credit ratings in making investment decisions, they typically perform their own investment analysis and generally do not rely upon the independent credit rating agencies in making investment decisions.
Portfolio securities may be sold at any time. For example, the Funds portfolio managers may sell a Fund investment in order to take advantage of what they
consider to be a better investment opportunity, when they believe the investment no longer represents a relatively attractive investment opportunity, when they perceive deterioration in the credit fundamentals of the issuer, or when the individual
investment has reached the portfolio managers sell target.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your
investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
-64-
The principal risks affecting the Fund that can cause a decline in value are:
|
|
affiliated fund risk:
the risk that, due to its own financial interest or other business considerations, the Adviser may choose to invest a portion
of the Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may choose to invest in such investment companies over investment
companies sponsored or managed by others. Similarly, the Adviser may delay or decide against the sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates.
|
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
|
confidential information access risk:
the risk that the intentional or unintentional receipt of material, non-public information
(
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. Also, certain issuers of floating rate loans or other investments may not have any publicly traded securities (
Private Issuers
) and may offer private information pursuant to confidentiality agreements or similar
arrangements. The Adviser may access such private information, while recognizing that the receipt of that information could potentially limit the Funds ability to trade in certain securities if the Private Issuer later issues publicly traded
securities. In addition, in circumstances when the Adviser declines to receive Confidential Information from issuers of floating rate loans or other investments, 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. In managing the Fund, the Adviser may seek to avoid the receipt of 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,
|
-65-
|
potentially, the Fund, from trading in securities they hold or in which they may invest.
|
|
|
counterparty risk:
the risk that the Fund will be subject to credit risk with respect to the counterparties to the derivative contracts and other
instruments entered into directly by the Fund or held by special purpose or structured vehicles in which the Fund invests.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds
income might be reduced, the value of the Funds investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a longer duration will be more sensitive to changes in
interest rates than a similar security with a shorter duration. Interest-only
|
-66-
|
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.
|
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other
event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
-67-
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present
in domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign
exchange transactions. In addition, 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.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in a
manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
large shareholder risk:
the risk that certain account holders, including funds or accounts over which the Adviser has investment discretion, may
from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including as a result of an asset allocation
decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do so. Redemptions of a large number of shares may affect the liquidity of the
Funds portfolio, increase the Funds transaction costs, and accelerate the realization of taxable income and/or gains to shareholders.
|
-68-
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
|
|
limited operating history risk:
the risk that a newly formed fund has no or a limited operating history to evaluate and may not attract sufficient
assets to achieve or maximize investment and operational efficiencies.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
loan risk:
includes 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) it is possible that 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 that 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; (vi) the use of a particular interest rate benchmark, such as LIBOR, 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 below a specified minimum level may be more sensitive to changes in interest rates should short-term interest rates rise
but remain below the applicable minimum level; (viii) if a borrower fails to comply with various restrictive covenants that are typically in loan agreements, the borrower may default in payment of
|
-69-
|
the loan; (ix) the Funds investments in Senior Loans may be subject to increased liquidity and valuation risks, risks associated with collateral impairment or access, and risks
associated with investing in unsecured loans; (x) opportunities to invest in loans or certain types of loans, such as Senior Loans, may be limited, (xi) 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; and (xii) loans may be difficult to value and may be illiquid, which may adversely affect an investment in the Fund. In addition, equity securities, including
those acquired by the Fund in connection with a loan (
e.g.
, as part of an instrument combining a loan and equity securities), are subject to market risks and the risks of changes to the financial condition of the issuer, and fluctuations in
value.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk
: the risk 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
the risk that frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result
|
-70-
|
in larger distributions of taxable capital gains to investors as compared to a fund that trades less frequently.
|
|
|
preferred securities risk:
the risk that: (i) certain preferred stocks contain provisions that allow an issuer under certain conditions to
skip or defer distributions; (ii) preferred stocks may be subject to redemption, including at the issuers call, and, in the event of redemption, the Fund may not be able to reinvest the proceeds at comparable or favorable rates of return;
(iii) preferred stocks are generally subordinated to bonds and other debt securities in an issuers capital structure in terms of priority for corporate income and liquidation payments; and (iv) preferred stocks may trade less
frequently and in a more limited volume and may be subject to more abrupt or erratic price movements than many other securities.
|
|
|
prepayment risk:
the risk that the issuer of a debt security, including floating rate loans and mortgage-related securities, repays all or a
portion of the principal prior to the securitys maturity. In times of declining interest rates, this may result in a portion of the Funds higher yielding securities being pre-paid and the Fund being unable to re-invest the proceeds in an
investment with as great a yield. Prepayments can therefore result in lower yields to shareholders of the Fund. 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.
|
|
|
price volatility risk:
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.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
-71-
Performance
Because the Fund commenced operations on February 1, 2013, total return information is not yet available for a full calendar year. Financial information for the
Fund from February 1, 2013 through March 31, 2013 is available in the Financial Highlights section of the Prospectus. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the
future. Updated information on the Funds investment results can be obtained at no charge by calling
877-DLine11 (877-354-6311)
or by visiting the Funds website at www.doublelinefunds.com.
Investment Adviser
DoubleLine Capital LP
is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Bonnie Baha
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager
|
Robert Cohen
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-72-
Fund Summary
DoubleLine Equities Small Cap Growth Fund
Investment Objective
The Fund seeks long-term capital appreciation.
Fees and
Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold Class I shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-73-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
Class I
|
|
Management Fees
|
|
|
0.90%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
1
|
|
|
0.35%
|
|
Acquired Fund Fees and Expenses
1, 2
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
1.26%
|
|
Fee Waiver and/or Expense
Reimbursement
3
|
|
|
(0.10%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.16%
|
|
1
|
Based on estimated amounts for the current fiscal year.
|
2
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
3
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.15% for Class I shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is in effect until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment advisory
fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject
to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those
-74-
periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense
limitation for the first year). Although your actual costs may be higher or lower because this is a hypothetical example, based on these assumptions, your costs would be:
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance.
Principal Investment Strategies
The Fund seeks long-term
capital appreciation. The Fund intends to invest its assets principally in equity securities of small capitalization U.S. companies or foreign companies whose shares trade on a U.S. exchange or that the Adviser determines are otherwise actively
traded in the United States, including in the form of American Depositary Receipts (ADRs), American Depositary Shares (ADSs) and other similar securities. The Fund may also invest, however, in securities that trade principally or only outside the
United States.
Under normal circumstances, the Fund will invest at least 80% of the value of its net assets (plus the amount of
any borrowings for investment purposes) in equity securities issued by companies with market capitalizations, at the time of acquisition, within the capitalization range of the companies included in the Russell 2000
®
Growth Index. The Funds investments in derivatives and other synthetic instruments that provide exposure comparable, in
the judgment of the Adviser, to investments in equity securities of small capitalization companies will be counted toward satisfaction of this 80% policy as well. If the Fund changes this investment policy, it will notify shareholders at least 60
days in advance of the change. As of May 31, 2013, the market capitalization of companies included in the Russell
2000
®
Growth Index was between $29 million and $6.7 billion.
In managing the Funds investments, the portfolio manager normally uses a bottom up approach to identify small cap growth companies for
-75-
investment. First, the Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies identified through this screening process are then subjected
to fundamental analysis to identify one or more of the following factors, among others:
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team;
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash; and
|
|
|
a differentiated product or service.
|
Equity
securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and debentures (such convertible bonds and debentures may be of any maturity and credit quality,
including bonds rated below investment grade, commonly known as junk bonds); and rights or warrants to purchase common or preferred stock, as well as other securities with equity characteristics, such as investment companies and ETFs
that invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools of any kind, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private
investment vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Adviser or its affiliates, to the extent permitted by applicable law.
The Fund may invest without limit in foreign securities, including emerging market securities.
The Fund may invest
in companies that do not have publicly-traded securities but that the portfolio manager determines represent attractive growth investments, such as companies that are relatively newly-formed,
-76-
may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to
one or more asset classes or issuers. For example, the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions on indexes,
securities, or other indicators of value, either for hedging purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives to gain long or short
exposure to one or more physical commodities or indexes of commodities.
Portfolio securities may be sold at any time. Sales may occur when the
Funds portfolio manager determines to take advantage of what the portfolio manager considers to be a better investment opportunity, when the portfolio manager believes the portfolio securities no longer represent relatively attractive
investment opportunities, when the portfolio manager perceives deterioration in the fundamentals of the issuer, when the portfolio manager believes the intermediate and long-term prospects for the issuer are poor, or when the individual security has
reached the portfolio managers sell target.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your
investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can
cause a decline in value are:
|
|
cash position risk:
to the extent that the Fund holds assets in cash, cash equivalents, and other short-term investments, the ability of the Fund
to meet its objective may be limited.
|
|
|
convertible securities risk:
investing in convertible bonds and securities includes the risk that the issuer may default in the payment of
principal and/or interest and the risk that the value of the investment may decline if interest rates rise. Such events may reduce the Funds distributable income and the value of the Funds shares.
|
-77-
|
Convertible bonds that are rated below investment grade, or unrated convertible bonds of equivalent credit quality, are commonly known as junk bonds. Such bonds involve a higher degree of default
risk, may be less liquid and may be subject to greater price volatility than investment grade bonds.
|
|
|
depositary receipts risk:
depositary receipts in which the Fund may invest are receipts listed on U.S. exchanges that are issued by banks or trust
companies that entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Investments in depositary receipts may be less liquid than the underlying shares in their primary trading market.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
equity issuer risk:
the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or
unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
-78-
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
growth securities risk
:
the risk that growth securities will be more sensitive to changes in current or expected earnings than other types
of securities and tend to be more volatile than the market in general because their prices tend to reflect future investor expectations rather than just current profits. A mutual fund investing principally in growth style stocks may at times
underperform other mutual funds that invest more broadly or that have different investment styles.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
large shareholder risk:
the risk that certain account holders, including funds or accounts over which the Adviser has investment discretion, may
from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including as a result of an asset allocation
decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do so. Redemptions of a large number of shares may affect the liquidity of the
Funds portfolio, increase the Funds transaction costs, and accelerate the realization of taxable income and/or gains to shareholders.
|
|
|
limited operating history risk:
the risk that a newly formed fund has no or a limited operating history to evaluate and may not attract sufficient
assets to achieve or maximize investment and operational efficiencies.
|
-79-
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market capitalization risk:
the risk that investing substantially in issuers in one market capitalization category (large, medium or small) may
adversely affect the Fund because of unfavorable market conditions particular to that category of issuers, such as larger, more established companies being unable to respond quickly to new competitive challenges or attain the high growth rates of
successful smaller companies, or, conversely, stocks of smaller companies being more volatile than those of larger companies due to, among other things, narrower product lines, more limited financial resources, fewer experienced managers and there
typically being less publicly available information about small capitalization companies.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
privately-held companies and private funds risk:
investments in privately-held companies and private funds may present greater
|
-80-
|
opportunity for growth, but there are significant risks associated with these investments. Investments in privately-held companies and private funds are typically illiquid and may require a
substantial period of time before a substantial increase in price (if any) can occur. Privately-held companies and the companies in which private funds invest may have a limited or no history of profits and limited financial resources.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
small companies risk:
small companies may be subject to a number of risks not associated with larger, more established companies, potentially
making their stock prices more volatile and increasing the risk of loss.
|
See Additional Information About Principal Investment
Strategies and Principal Risks Principal Risks for a more detailed description of the risks of investing in the Fund.
Performance
Because the Fund commenced operations on April 1, 2013, total return information is not yet available for a full calendar year. Once
available, information on the Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Investment Adviser
DoubleLine Equity LP (an
Adviser
or
DoubleLine Equity
) is the investment adviser to the Fund.
Portfolio Manager
The portfolio manager for the Fund is:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Husam Nazer
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
-81-
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-82-
Fund Summary
DoubleLine Equities Growth Fund
Investment Objective
The Fund seeks long-term capital appreciation.
Fees and
Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold Class I shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-83-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
Class I
|
|
Management Fees
|
|
|
0.80%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
1
|
|
|
0.59%
|
|
Acquired Fund Fees and Expenses
1, 2
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
1.40%
|
|
Fee Waiver and/or Expense
Reimbursement
3
|
|
|
(0.34%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.06%
|
|
1
|
Based on estimated amounts for the current fiscal year.
|
2
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
3
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.05% for Class I shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is in effect until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment advisory
fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject
to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those
-84-
periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense
limitation for the first year). Although your actual costs may be higher or lower because this is a hypothetical example, based on these assumptions, your costs would be:
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance.
Principal Investment Strategies
The Fund seeks long-term
capital appreciation. The Fund intends to invest its assets principally in equity securities of U.S. companies or foreign companies whose shares trade on a U.S. exchange or that the Adviser determines are otherwise actively traded in the United
States, including in the form of ADRs, ADSs, and other similar securities. The Fund may also invest, however, in securities that trade principally or only outside the United States. The Fund may invest in companies of any size and may invest without
limit in foreign securities, including emerging market securities.
In managing the Funds investments, the portfolio managers normally use a
bottom up approach to identify attractive growth companies across all market capitalizations for investment. First, the Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies
identified through this screening process are then subjected to fundamental analysis to identify one or more of the following factors, among others:
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
-85-
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team;
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash; and
|
|
|
a differentiated product or service.
|
Equity
securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and debentures (such convertible bonds and debentures may be of any maturity and credit quality,
including bonds rated below investment grade, commonly known as junk bonds); and rights or warrants to purchase common or preferred stock, as well as other securities with equity characteristics, such as investment companies and ETFs
that invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools of any kind, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private
investment vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Adviser or its affiliates, to the extent permitted by applicable law.
The Fund may invest in companies that do not have publicly-traded securities but that the portfolio managers determine represent attractive growth investments, such as companies that are relatively newly-formed,
may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. For example,
the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions on indexes, securities, or other indicators of value, either for hedging
purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of
commodities.
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio managers determine to take advantage of what
the
-86-
portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities,
when the portfolio managers perceive deterioration in the fundamentals of the issuer, when the portfolio managers believe the intermediate and long-term prospects for the issuer are poor, or when the individual security has reached the portfolio
managers sell target.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or
decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
cash position risk:
to the extent that the Fund holds assets in cash, cash equivalents, and other short-term investments, the ability of the Fund
to meet its objective may be limited.
|
|
|
convertible securities risk:
investing in convertible bonds and securities includes the risk that the issuer may default in the payment of
principal and/or interest and the risk that the value of the investment may decline if interest rates rise. Such events may reduce the Funds distributable income and the value of the Funds shares. Convertible bonds that are rated below
investment grade, or unrated convertible bonds of equivalent credit quality, are commonly known as junk bonds. Such bonds involve a higher degree of default risk, may be less liquid and may be subject to greater price volatility than investment
grade bonds.
|
|
|
depositary receipts risk:
depositary receipts in which the Fund may invest are receipts listed on U.S. exchanges that are issued by banks or trust
companies that entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Investments in depositary receipts may be less liquid than the underlying shares in their primary trading market.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, or will increase the Funds volatility; that derivatives may create investment leverage; that, when a derivative is
|
-87-
|
used as a substitute for or alternative to a direct cash investment, the transaction may not provide a return that corresponds precisely with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
equity issuer risk:
the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or
unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
growth securities risk
:
the risk that growth securities will be more sensitive to changes in current or expected earnings than other types
of securities and tend to be more volatile than the market in general because their prices tend to reflect future investor expectations rather than just current profits. A mutual fund investing principally in growth
|
-88-
|
style stocks may at times underperform other mutual funds that invest more broadly or that have different investment styles.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
large shareholder risk:
the risk that certain account holders, including funds or accounts over which the Adviser has investment discretion, may
from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including as a result of an asset allocation
decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do so. Redemptions of a large number of shares may affect the liquidity of the
Funds portfolio, increase the Funds transaction costs, and accelerate the realization of taxable income and/or gains to shareholders.
|
|
|
limited operating history risk:
the risk that a newly formed fund has no or a limited operating history to evaluate and may not attract sufficient
assets to achieve or maximize investment and operational efficiencies.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market capitalization risk:
the risk that investing substantially in issuers in one market capitalization category (large, medium or small) may
adversely affect the Fund because of unfavorable market conditions particular to that category of issuers, such as larger, more established companies being unable to respond quickly to new
|
-89-
|
competitive challenges or attain the high growth rates of successful smaller companies, or, conversely, stocks of smaller companies being more volatile than those of larger companies due to,
among other things, narrower product lines, more limited financial resources, fewer experienced managers and there typically being less publicly available information about small capitalization companies.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
privately-held companies and private funds risk
:
investments in privately-held companies and private funds may present greater opportunity
for growth, but there are significant risks associated with these investments. Investments in privately-held companies and private funds are typically illiquid and may require a substantial period of time before a substantial increase in price (if
any) can occur. Privately-held companies and the companies in which private funds invest may have a limited or no history of profits and limited financial resources.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
-90-
Performance
Because the Fund commenced operations on April 1, 2013, total return information is not yet available for a full calendar year. Once available, information on
the Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Investment Adviser
DoubleLine Equity LP is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund
are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Husam Nazer
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
R. Brendt Stallings
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-91-
Fund Summary
DoubleLine Equities Technology Fund
Investment Objective
The Fund seeks long-term capital appreciation.
Fees and
Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold Class I shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
|
|
|
Class I
|
|
Management Fees
|
|
|
0.85%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
None
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
1
|
|
|
0.63%
|
|
Acquired Fund Fees and Expenses
1, 2
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
1.49%
|
|
Fee Waiver and/or Expense
Reimbursement
3
|
|
|
(0.38%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.11%
|
|
1
|
Based on estimated amounts for the current fiscal year.
|
-92-
2
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
3
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.10% for Class I shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is in effect until July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment advisory fee and/or
reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject to the
expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example
also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense limitation for the first year). Although your actual costs may be higher or lower
because this is a hypothetical example, based on these assumptions, your costs would be:
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance.
-93-
Principal Investment Strategies
The Fund seeks long-term capital appreciation. The Fund intends to invest substantially all of its assets in equity securities of technology-related companies anywhere in the world. Such companies may include, for
example, companies whose businesses involve the development, marketing, or commercialization of technology or products or services related to or dependent on technology. Such companies would include, without limitation, companies involved in such
industries as information technology, software, computer hardware and peripherals, data processing, business outsourcing services, telecommunications, internet software and hardware, e-commerce companies, media and entertainment, electronics,
systems integration, manufacturing, semiconductors, medical technology and automation. The Fund may invest in companies of any size.
Under normal
circumstances, the Fund will invest at least 80% of the value of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of technology-related companies. For this purpose, technology-related companies include
those companies that have been classified into an industry that forms a part of either the Information Technology Sector or Telecommunication Services Sector as determined by the Global Industry Classification Standard. The Funds investments
in derivatives and other synthetic instruments that provide exposure comparable, in the judgment of the Adviser, to investments in technology-related companies will be counted toward satisfaction of this 80% policy as well. If the Fund changes this
investment policy, it will notify shareholders at least 60 days in advance of the change.
The Fund may invest without limit in foreign securities,
including emerging market securities.
In managing the Funds investments, the portfolio managers normally use a bottom up approach to
identify companies across all market capitalizations with growth potential. First, the Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies identified through this screening process are then
subjected to fundamental analysis to identify one or more of the following factors, among others:
|
|
a differentiated product or service;
|
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
-94-
|
|
the potential to earn an attractive return on equity;
|
|
|
the potential to benefit significantly from advancements or improvements in technology or the wider adoption of a particular technology;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team; and
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash.
|
Equity securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and
debentures (such convertible bonds and debentures may be of any maturity and credit quality, including bonds rated below investment grade, commonly known as junk bonds); and rights or warrants to purchase common or preferred stock, as
well as other securities with equity characteristics, such as investment companies and ETFs that invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools, including, for example, other open-end
or closed-end investment companies, ETFs, and domestic or foreign private investment vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Adviser or its affiliates, to the extent permitted by
applicable law.
The Fund may invest in companies that do not have publicly-traded securities but that the portfolio managers determine represent
attractive growth investments, such as companies that are relatively newly-formed, may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short
exposure to one or more asset classes or issuers. For example, the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long
-95-
or short positions on indexes, securities, currencies, or other indicators of value, either for hedging purposes or to achieve efficient long or short investment exposures as an alternative to
cash investments. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of commodities. The Fund may, but will not necessarily, enter into foreign currency exchange
transactions to hedge against currency exposure in its portfolio.
Portfolio securities may be sold at any time. Sales may occur when the Funds
portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment
opportunities, when the portfolio managers perceive deterioration in the fundamentals of the issuer, when the portfolio managers believe the prospects for the issuer are poor, or when the individual security has reached the portfolio managers
sell target.
Principal Risks
Since the Fund
will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can
lose money by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
cash position risk:
to the extent that the Fund holds assets in cash, cash equivalents, and other short-term investments, the ability of the Fund
to meet its objective may be limited.
|
|
|
concentration risk:
concentrating investments in technology-related companies increases the risk of loss because the stocks of many or all of those
companies may decline in value due to developments adversely affecting the industries in which they operate. In addition, investors may buy or sell substantial amounts of the Funds shares in response to factors affecting or expected to affect
technology-related companies, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely, including, for example, if they were to cause the Funds cash
position or cash requirements to exceed normal levels.
|
|
|
convertible securities risk:
investing in convertible bonds and securities includes the risk that the issuer may default in the payment
|
-96-
|
of principal and/or interest and the risk that the value of the investment may decline if interest rates rise. Such events may reduce the Funds distributable income and the value of the
Funds shares. Convertible bonds that are rated below investment grade, or unrated convertible bonds of equivalent credit quality, are commonly known as junk bonds. Such bonds involve a higher degree of default risk, may be less liquid and may
be subject to greater price volatility than investment grade bonds.
|
|
|
depositary receipts risk:
depositary receipts in which the Fund may invest are receipts listed on U.S. exchanges that are issued by banks or trust
companies that entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Investments in depositary receipts may be less liquid than the underlying shares in their primary trading market.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
equity issuer risk:
the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or
unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
|
-97-
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
growth securities risk
:
the risk that growth securities will be more sensitive to changes in current or expected earnings than other types
of securities and tend to be more volatile than the market in general because their prices tend to reflect future investor expectations rather than just current profits. A mutual fund investing principally in growth style stocks may at times
underperform other mutual funds that invest more broadly or that have different investment styles.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
limited operating history risk:
the risk that a newly formed fund has no or a limited operating history to evaluate and may not attract sufficient
assets to achieve or maximize investment and operational efficiencies.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more
|
-98-
|
difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market capitalization risk:
the risk that investing substantially in issuers in one market capitalization category (large, medium or small) may
adversely affect the Fund because of unfavorable market conditions particular to that category of issuers, such as larger, more established companies being unable to respond quickly to new competitive challenges or attain the high growth rates of
successful smaller companies, or, conversely, stocks of smaller companies being more volatile than those of larger companies due to, among other things, narrower product lines, more limited financial resources, fewer experienced managers and there
typically being less publicly available information about small capitalization companies.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
privately-held companies and private funds risk:
investments in privately-held companies and private funds may present greater opportunity for
growth, but there are significant risks associated with these investments. Investments in privately-held companies and private funds are typically illiquid and may require a substantial period of time before a substantial increase in price (if any)
can occur.
|
-99-
|
Privately-held companies and the companies in which private funds invest may have a limited or no history of profits and limited financial resources.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
small companies risk:
small companies may be subject to a number of risks not associated with larger, more established companies, potentially
making their stock prices more volatile and increasing the risk of loss.
|
|
|
technology investment risk:
investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as,
for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a
more detailed description of the risks of investing in the Fund.
Performance
Because this is a new Fund that does not yet have an operating history, a bar chart and table describing the Funds annual performance are not yet available. Once available, information on the Funds
investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Investment Adviser
DoubleLine Equity LP is the investment
adviser to the Fund.
-100-
Portfolio Managers
The portfolio managers for the Fund are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Husam Nazer
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
R. Brendt Stallings
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-101-
Summary of Other Important Information
Regarding Fund Shares
Purchase and Sale of Class I Shares
You may purchase or redeem Class I shares on any business day by written request via mail (DoubleLine
Funds, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701), by wire transfer, by telephone at 877-DLine11 (877-354-6311), or through authorized dealers, brokers, or other service providers (
financial
intermediaries
). Purchases and redemptions by telephone are only permitted if you previously submitted appropriate authorization. The minimum initial and subsequent investment amounts for different types of accounts are shown below,
although we may reduce or waive the minimums in some cases.
|
|
|
|
|
|
|
|
|
Type of Account
|
|
Minimum Initial
Investment
|
|
|
Subsequent
Investments*
|
|
Regular
|
|
|
$100,000
|
|
|
|
$100
|
|
Individual Retirement Account
|
|
|
$5,000
|
|
|
|
$100
|
|
*
|
A $100 minimum subsequent purchase amount applies for automatic investment plans.
|
The minimum investment may be modified for certain financial intermediaries that submit trades on behalf of underlying investors. Certain financial intermediaries also may have their own investment minimums, which
may differ from the Funds minimums, and may be waived at the intermediaries discretion. The Trusts reserve the right to change or waive the minimum initial and subsequent investment amounts without prior notice or to waive the minimum
investment amounts for certain intermediaries or investors in its discretion.
Tax Information
The Funds distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-advantaged
arrangement, such as a 401(k) plan or individual retirement account. If you invest through such tax-advantaged arrangements, you may be taxed later upon withdrawal from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase Class I shares of a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund, the Funds Adviser, and
-102-
the Funds distributor or any of their affiliates may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the financial intermediary and your salesperson to recommend a Fund over another investment. Ask your individual salesperson or visit your financial intermediarys website for more information.
-103-
Additional Information About Principal Investment Strategies and
Principal Risks
Investment Objectives
Each Funds investment objective described in the respective Summary Sections is non-fundamental, which means each Fund may change its investment objective without shareholder approval or prior notice.
Principal Investment Strategies
DoubleLine Total Return Bond Fund
Under normal circumstances, the DoubleLine Total Return Bond Fund
(for purposes of this section, the
Fund
) intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in bonds. Bonds include bonds, debt securities, and other fixed income instruments
issued by governmental or private-sector entities. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
Generally, bonds consist of a security or instrument having one or more of the following characteristics: a fixed-income security, a security issued at a discount to its face value, a security that pays interest or
a security with a stated principal amount that requires repayment of some or all of that principal amount to the holder of the security. The Funds Adviser interprets the term broadly as an instrument or security evidencing what is commonly
referred to as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one or more debt securities.
The Fund intends to invest more than 50% of its net assets in mortgage-backed securities of any maturity or type guaranteed by, or secured by collateral that is guaranteed by, the United States Government, its
agencies, instrumentalities or sponsored corporations (a
Federal Agency
), or in privately issued mortgage-backed securities rated at time of investment Aa3 or higher by Moodys or AA- or higher by S&P or the equivalent by
any other nationally recognized statistical rating organization or in unrated securities that are determined by the Funds Adviser to be of comparable quality. Mortgage-backed securities include, among others, government mortgage pass-through
securities, collateralized mortgage obligations, multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities and inverse floaters.
-104-
The Fund may invest in fixed income instruments of any credit quality, including those that
are at the time of investment unrated or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Bonds rated below investment grade, or unrated securities
that are determined by the Funds Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. Generally, lower-rated debt securities offer a higher yield than higher rated debt securities of similar
maturity but are subject to greater risk of loss of principal and interest than higher rated securities of similar maturity. The Fund may invest up to
33
1
/
3
% of its net assets in junk bonds, bank loans and assignments and credit default swaps of companies in the high yield universe.
High yield securities or junk bonds generally can be classified into two categories: (a) securities issued without an investment grade rating and (b) securities whose credit ratings have been downgraded
below investment grade because of declining investment fundamentals.
Investment in secured or unsecured fixed or floating rate loans arranged through
private negotiations between a borrowing corporation, government or other entity and one or more financial institutions may be in the form of participations in loans or assignments of all or a portion of loans from third parties.
In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default
by a third party on its obligation or other credit event.
The Fund may invest a portion of its net assets in inverse floater securities and
interest-only and principal-only securities. An inverse floater is a type of instrument, which may be backed by or related to a mortgage-backed security, that bears a floating or variable interest rate that moves in the opposite direction to
interest rates generally or the interest rate on another security or index. Because an inverse floater inherently carries financial leverage in its coupon rate, it can change
very substantially in value in response to changes in interest rates. Interest-only and principal-only securities may also be backed by or related to a mortgage-backed security. Holders of interest-only securities
are entitled to receive only the interest on the underlying obligations but none of the principal, while holders of principal-only securities are entitled to receive all of the principal but none of the interest on the underlying
-105-
obligations. As a result, they are highly sensitive to actual or anticipated changes in prepayment rates on the underlying securities.
In managing the Funds investments, under normal market conditions, the portfolio managers intend to seek to construct an investment portfolio with a weighted average effective duration of no less than one
year and no more than eight years. 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. For example, the value of a portfolio of
fixed income securities with an average duration of three years would generally be expected to decline by approximately 3% if interest rates rose by one percentage point. Effective duration is a measure of the Funds portfolio duration adjusted
for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no assurance that the
effective duration of the Funds investment portfolio will not exceed its target.
Portfolio securities may be sold at any time. Sales may occur
when the Funds portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive
investment opportunities, when the portfolio managers perceive deterioration in the credit fundamentals of the issuer, or when the portfolio managers believe it would be appropriate to do so in order to readjust the duration of the Funds
investment portfolio.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation
or requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values,
net assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or requirement.
-106-
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical
order) the following:
|
|
|
|
|
Asset-Backed Securities Investment Risk
Debt Securities Risks
Defaulted Securities Risk
Derivatives Risk
Financial Services Risk
Inflation-Indexed Bond Risk
|
|
Junk Bond Risk
Leveraging Risk
Liquidity Risk
Market Risk
Mortgage-Backed Securities Risk
Portfolio Management Risk
|
|
Price Volatility Risk
Real Estate Risk
Reliance on the Adviser
Securities or Sector Selection Risk
U.S. Government Securities Risk
|
Please see page 137 of this Prospectus for more information regarding these risks.
DoubleLine Core Fixed Income Fund
Under normal circumstances, the DoubleLine Core Fixed Income Fund (for purposes of this section, the
Fund
) intends to invest at least 80% of its
net assets (plus the amount of borrowings for investment purposes) in fixed income instruments. These fixed income instruments include but are not limited to securities issued or guaranteed by the United States Government or a Federal Agency;
corporate obligations (including foreign hybrid securities); mortgage-backed securities; asset-backed securities; foreign securities (corporate and government); emerging market securities (corporate and government); bank loans and assignments; and
other securities bearing fixed or variable interest rates of any maturity. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
Generally, fixed income instruments consist of a security or instrument having one or more of the following characteristics: a fixed-income security, a security
issued at a discount to its face value, a security that pays interest or a security with a stated principal amount that requires repayment of some or all of that principal amount to the holder of the security. The Funds Adviser interprets the
term broadly as an instrument or security evidencing what is commonly referred to as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one or more debt securities.
-107-
Mortgage-backed securities include, among others, government mortgage pass-through securities, collateralized mortgage
obligations, multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities and inverse floaters. Asset-backed securities have structural characteristics similar to mortgage-backed securities but have
underlying assets that may not be mortgage loans or interests in mortgage loans. Various types of assets, primarily automobile and credit cards receivables, are securitized in pass-through structures similar to mortgage pass-through structures.
The Fund may invest in bonds of any credit quality, including those that are at the time of investment unrated or rated BB+ or
lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Fixed income instruments rated below investment grade, or unrated securities that are determined by the
Funds Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. Generally, lower-rated debt securities offer a higher yield than higher rated debt securities of similar maturity but are subject to
greater risk of loss of principal and interest than higher rated securities of similar maturity. The Fund may invest up to
33
1
/
3
% of its net assets in junk bonds, bank loans and assignments and credit default swaps of companies in the high yield universe.
High yield securities or junk bonds generally can be classified into two categories: (a) securities issued without an investment grade rating and (b) securities whose credit ratings have been downgraded
below investment grade because of declining investment fundamentals.
Investment in secured or unsecured fixed or floating rate loans arranged through
private negotiations between a borrowing corporation, government or other entity and one or more financial institutions may be in the form of participations in loans or assignments of all or a portion of loans from third parties.
In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default
by a third party on its obligation or other credit event.
The Fund may invest up to 5% of its net assets in defaulted corporate securities where the
portfolio manager believes the restructured enterprise valuations or liquidation valuations may exceed current market values. Repayment of defaulted securities and obligations of distressed issuers (including insolvent issuers or issuers in payment
or covenant default, in
-108-
workout or restructuring or in bankruptcy or in solvency proceedings) is subject to significant uncertainties.
The Fund may invest a portion of its net assets in inverse floater securities and interest-only and principal-only securities. An inverse floater is a type of instrument, which may be backed by or related to a
mortgage-backed security, that bears a floating or variable interest rate that moves in the opposite direction to interest rates generally or the interest rate on another security or index. Because an inverse floater inherently carries financial
leverage in its coupon rate, it can change very substantially in value in response to changes in interest rates. Interest-only and principal-only securities may also be backed by or related to a mortgage-backed security. Holders of interest-only
securities are entitled to receive only the interest on the underlying obligations but none of the principal, while holders of principal-only securities are entitled to receive all of the principal but none of the interest on the underlying
obligations. As a result, they are highly sensitive to actual or anticipated changes in prepayment rates on the underlying securities.
The Fund may
invest a portion of its net assets in fixed income instruments (including hybrid securities) issued or guaranteed by companies, financial institutions and government entities in emerging market countries. 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 major emerging market securities indexes.
The Fund may invest some of its assets
in other investment companies, such as, for example, other open-end or closed-end investment companies, exchange traded funds and domestic or foreign private investment vehicles, including investment companies sponsored or managed by the Funds
Adviser and its affiliates.
A third party or the Funds Adviser may create a hybrid security by combining an income-producing debt security and
the right to receive payment based on the change in the price of an equity security.
In managing the Funds investments, under normal market
conditions, the portfolio manager uses a controlled risk approach. The techniques of this
-109-
approach attempt to control the principal risk components of the fixed income markets and include consideration of:
|
|
security selection within a given sector;
|
|
|
relative performance of the various market sectors;
|
|
|
the shape of the yield curve; and
|
|
|
fluctuations in the overall level of interest rates.
|
The portfolio manager also utilizes active asset allocation in managing the Funds investments and monitors the duration of the Funds portfolio securities to seek to mitigate the Funds exposure to
interest rate risk. In managing the Funds investments, under normal market conditions, the portfolio manager intends to seek to construct an investment portfolio with a weighted average effective duration of no less than two years and no more
than eight years. 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. For example, the value of a portfolio of fixed income
securities with an average duration of three years would generally be expected to decline by approximately 3% if interest rates rose by one percentage point. Effective duration is a measure of the Funds portfolio duration adjusted for the
anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no assurance that the effective
duration of the Funds investment portfolio will not exceed its target.
Portfolio securities may be sold at any time. Sales may occur when the
Funds portfolio manager determines to take advantage of what the portfolio manager considers to be a better investment opportunity, when the portfolio manager believes the portfolio securities no longer represent relatively attractive
investment opportunities, when the portfolio manager perceives deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers sell target.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and
shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances
will not be considered
-110-
in determining whether any investment complies with the Funds limitation or requirement.
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks
of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical order) the following:
|
|
|
|
|
Affiliated Fund Risk
Asset-Backed Securities Investment Risk
Debt Securities Risks
Defaulted Securities Risk
Derivatives Risk
Emerging Market Country Risk
Financial Services Risk
|
|
Foreign Currency Risk
Foreign Investing Risk
Inflation-Indexed Bond Risk
Junk Bond Risk
Leveraging Risk
Liquidity Risk
Loan Risk
Market Risk
Mortgage-Backed Securities Risk
|
|
Portfolio Management Risk
Price Volatility Risk
Real Estate Risk
Reliance on the Adviser
Securities or Sector Selection Risk
U.S. Government Securities Risk
|
Please see page 137 of this Prospectus for more information regarding these risks.
DoubleLine Emerging Markets Fixed Income Fund
Under normal circumstances, the DoubleLine Emerging Markets Fixed Income Fund (for purposes of this section, the
Fund
) intends to invest at least 80% of its net assets (plus the amount of
borrowings for investment purposes) in fixed income instruments. These fixed income instruments include but are not limited to securities issued or guaranteed by companies (including foreign hybrid securities), financial institutions and government
entities in emerging market countries and other securities bearing fixed or variable interest rates of any maturity. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
Generally, fixed income instruments consist of a security or instrument having one or more of the following characteristics: a fixed-income security, a security
issued at a discount to its face value, a security that pays interest or a security with a stated principal amount that requires
-111-
repayment of some or all of that principal amount to the holder of the security. The Funds Adviser interprets the term broadly as an instrument or security evidencing what is commonly
referred to as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one or more debt securities.
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 major emerging market securities indexes.
The Fund will generally invest in at least four emerging market countries. In allocating investments among various emerging market countries, the portfolio manager attempts to analyze internal political, market and
economic factors. These factors include:
|
|
foreign investment regulations;
|
|
|
stability of exchange rate policy; and
|
The Fund may invest in
hybrid securities relating to emerging market countries. A third party or the Funds Adviser may create a hybrid security by combining an income-producing debt security and the right to receive payment based on the change in the price of an
equity security.
The Fund may invest, without limitation, in fixed income instruments of any credit quality, including those that at the time of
investment are unrated or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Fixed income instruments rated below investment grade, or unrated
securities that are determined by the Funds Adviser to be of comparable quality, are high
-112-
yield, high risk bonds, commonly known as junk bonds. Generally, lower-rated debt securities offer a higher yield than higher rated debt securities of similar maturity but are subject to greater
risk of loss of principal and interest than higher rated securities of similar maturity. High yield securities or junk bonds generally can be classified into two categories: (a) securities issued without an investment grade rating and
(b) securities whose credit ratings have been downgraded below investment grade because of declining investment fundamentals.
The Fund may invest
up to 20% of its net assets in defaulted corporate securities where the portfolio manager believes the restructured enterprise valuations or liquidation valuations may exceed current market values. In addition, the Fund may invest in defaulted
sovereign investments where the portfolio manager believes the expected debt sustainability of the country is not reflected in current market valuations. 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 in solvency proceedings) is subject to significant uncertainties.
The Fund may invest in derivatives, such as options, swaps (including credit default swaps), futures, structured investments, foreign currency futures and forward contracts. In a credit default swap, one party
makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation or other credit event. These practices may be used to hedge the Funds portfolio as
well as for investment purposes; however, such practices sometimes may reduce returns or increase volatility.
In managing the Funds
investments, under normal market conditions, the portfolio manager intends to seek to construct an investment portfolio with a weighted average effective duration of no less than two years and no more than eight years. 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. For example, the value of a portfolio of fixed income securities with an average duration of three years
would generally be expected to decline by approximately 3% if interest rates rose by one percentage point. Effective duration is a measure of the Funds portfolio duration adjusted for the anticipated effect of interest rate changes on bond and
mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no assurance that the effective duration of the Funds investment portfolio will not
exceed its target.
-113-
Emerging market securities held by the Fund may be denominated in emerging market currencies, the U.S. dollar, or
other currencies. A substantial portion of the Funds investments may be denominated in the U.S. dollar.
Portfolio securities may be sold at
any time. Sales may occur when the Funds portfolio manager perceives deterioration in the credit fundamentals of the issuer, when the portfolio manager believes there are negative macro geo-political considerations that may affect the issuer,
when the portfolio manager determines to take advantage of a better investment opportunity, or when the individual security has reached the portfolio managers sell target.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and shall not be considered violated unless an excess or
deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether any
investment complies with the Funds limitation or requirement.
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset
value, yield, and total return are (in alphabetical order) the following:
|
|
|
|
|
Debt Securities Risks
Defaulted Securities Risk
Derivatives Risk
Emerging Market Country Risk
Financial Services Risk
Foreign Currency Risk
|
|
Foreign Investing Risk
Junk Bond Risk
Leveraging Risk
Liquidity Risk
Market Risk
Portfolio Management Risk
|
|
Portfolio Turnover Risk
Price Volatility Risk
Reliance on the Adviser
Securities or Sector Selection Risk
|
Please see page 137 of this Prospectus for more information regarding these risks.
-114-
DoubleLine Multi-Asset Growth Fund
The DoubleLine Multi-Asset Growth Fund (for purposes of this section, the
Fund
) seeks long-term capital appreciation by actively allocating its
assets across asset classes, market sectors, and specific investments. The Funds Adviser allocates the Funds assets in response to changing market, economic, and political factors and events that the Funds portfolio managers
believe may affect the value of the Funds investments. The Funds Adviser will attempt to construct a portfolio with the potential for capital appreciation, but may also seek to control risk by active allocation among asset classes,
market and economic sectors, and issuers. The Funds portfolio will be actively managed, and the allocation of the Funds assets to asset classes, market sectors, and issuers will change over time, sometimes rapidly.
The Funds principal investments may include:
Equity Investments
Equity securities, of any kind, of U.S. or foreign issuers of any size. Equity securities include common
stocks, preferred stocks, and securities convertible into common or preferred stocks, and options and warrants to purchase common or preferred stocks.
Debt obligations
Debt obligations, of any kind, including, by way of example, U.S. and foreign corporate investment-grade securities; U.S. Government securities and securities of foreign
governments and supranational entities; U.S. and foreign below investment-grade bonds; mortgage-backed and other asset-backed securities; obligations of international agencies or supranational entities; debt securities convertible into equity
securities; inflation-indexed bonds; structured notes, including hybrid or indexed securities, event-linked bonds, and loan participations; delayed funding loans and revolving credit facilities; and cash instruments. The Fund may invest in
convertible securities and warrants. The Fund may invest a substantial portion of its assets in mortgage-backed securities, including collateralized mortgage obligations, and other asset-backed securities. The Fund may invest in investments of any
maturity. The Fund may invest in securities of any quality, including defaulted securities, and may invest without limit in securities rated below investment grade, sometimes referred to as high yield or junk bonds. An investment will be considered
to be below investment grade if it is rated Ba1 or lower by Moodys Investors Service, Inc. and BB+ or lower by Standard & Poors Ratings Group. The Fund also may invest in
-115-
unrated securities of any credit quality. When purchasing unrated securities for the Fund, the Funds Adviser may assess such unrated securities as being of comparable ratings quality to
other bonds and assign an internal credit rating to such unrated bonds. Fixed income securities in which the Fund invests may include securities that pay interest at fixed rates or at floating or variable rates; payments of principal or interest may
be made at fixed intervals or only at maturity or upon the occurrence of stated events or contingencies.
Real Estate
Investments in real estate related securities, such as REITs (equity REITs or mortgage REITs), real estate operating companies, brokers, developers, and builders of residential, commercial, and industrial properties; property management
firms; finance, mortgage, and mortgage servicing firms; construction supply and equipment manufacturing companies; and firms dependent on real estate holdings for revenues and profits, including lodging, leisure, timber, mining, and agriculture
companies.
Commodities
Investments intended to provide exposure to one or more physical commodities or commodities
indices. Investments may include, by way of example, ETFs, futures contracts, options on futures contracts, forward contracts, securities designed to provide commodity-based exposures, and common or preferred stocks of subsidiaries of the Fund that
invest directly or indirectly in precious metals and minerals or other commodity-related investments.
Currencies
Investment positions in various foreign currencies, including actual holdings of those currencies, and forward, futures, swap, and option contracts with respect to foreign currencies.
Short-Term Investments
Short-term, high quality investments, including, for example, commercial paper, bankers
acceptances, certificates of deposit, bank time deposits, repurchase agreements, and investments in money market mutual funds or similar pooled investments.
Although there is no limit on the amount of the Funds assets that may be invested in any particular asset class, the Funds Adviser currently expects that the Fund will typically invest at least 20% of
its assets in equity securities and other equity-related investments and at least 20% of its assets in debt obligations and short-term investments; the Fund may invest less than these amounts at any time if the Funds Adviser believes it may be
in the Funds best interest to do so.
-116-
The Fund may make any investment or use any investment strategy consistent with applicable law. The Fund may
engage in short sales, either to earn additional return or to hedge existing investments. The Fund may enter into derivatives transactions of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset
classes or issuers. The Fund may use derivatives transactions with the purpose or effect of creating investment leverage. Although the Fund reserves the right to invest in derivatives of any kind, it currently expects that it may use the following
types of derivatives: 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, 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 (such as credit default swaps), put and call options, and exchange-traded and
structured notes, to take indirect long or short positions on indexes, securities, currencies, or other indicators of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities
or indexes of commodities. Any use of derivatives strategies entails the risks of investing directly in the securities or instruments underlying the derivatives strategies, as well as the risks of using derivatives generally, and in some cases the
risks of leverage, described in this Prospectus and in the Funds Statement of Additional Information (
SAI
).
The Fund may
invest some or all of its assets in other investment companies or pools, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private investment vehicles (such as hedge funds). The Fund may from
time to time invest in one or more subsidiary private investment vehicles organized outside the United States that invest directly or indirectly in precious metals, minerals, or other commodity-related investments. The amount of the Funds
investment in certain investment companies or investment pools may be limited by law or by tax considerations.
The Fund may invest in other investment
companies or private investment vehicles managed by the Funds Adviser or affiliates of the Funds Adviser, including other DoubleLine Funds, to the extent permitted by applicable law. Investing in such vehicles involves potential
conflicts of interest. For example, the Funds Adviser or its affiliates may receive fees based on the amount of assets invested in those vehicles, which fees may be higher than the fees the Funds Adviser receives for managing the Fund.
Investment by the Fund in those other vehicles may be beneficial in the management of
-117-
those other vehicles, by helping to achieve economies of scale or enhancing cash flows. The Funds Adviser may have an incentive to delay selling or redeeming the Funds investment in
an affiliated vehicle in order to minimize any adverse effect on that other vehicle. These and other factors may give the Funds Adviser an economic or other incentive to make or retain an investment for the Fund in an affiliated investment
vehicle in lieu of other investments that may also be appropriate for the Fund. To reduce this potential conflict of interest, the Funds Adviser has agreed to reduce its advisory fee to the extent of advisory fees paid to the Funds
Adviser or its affiliates by other investment vehicles in respect of assets of the Fund invested in those vehicles.
The Fund is registered as a
non-diversified investment company as defined in the 1940 Act and may invest in the securities of a smaller number of issuers than a diversified company. There is no limit on the amount of the Funds assets that may be allocated to one or more
specific asset classes or market sectors. The Fund may invest without limit in obligations of issuers in any country or group of countries, including emerging market countries. The amount of the Funds investment in a particular asset class, or
the types of investments it may make in a particular asset class, may be limited by tax considerations or limitations imposed by federal securities laws.
The Funds Adviser may sell investments when it believes they no longer offer attractive potential future returns compared to other investment opportunities or they present undesirable risks, or in order to
limit losses on securities that have declined in value.
Under normal market conditions, the Fund seeks to remain as fully invested as reasonably
practicable. However, at times, the Funds Adviser may judge that market conditions may make pursuing the Funds investment strategies inconsistent with the best interests of its shareholders. The Funds Adviser then may temporarily
use alternative strategies that are mainly designed to limit the Funds losses. In implementing these strategies, the Fund may invest primarily in, among other things, U.S. Government and agency obligations, cash or money market instruments
(including, to the extent permitted by law or applicable exemptive relief, money market funds), or any other securities the Funds Adviser considers consistent with such defensive strategies. During this period, the Fund may not achieve its
investment objective.
The Funds Adviser may engage in active and frequent trading of the Funds portfolio investments. To the extent that it
does so, the Fund may incur
-118-
greater transaction costs and may make greater distributions of income and gains, which will be taxable to shareholders who do not hold their shares through a tax-advantaged or tax-deferred
account.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or
requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net
assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or requirement.
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks
of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical order) the following:
|
|
|
|
|
Affiliated Fund Risk
Asset Allocation Risk
Asset-Backed Securities Investment Risk
Commodities Risk
Debt Securities Risks
Defaulted Securities Risk
Derivatives Risk
Emerging Market Country Risk
Equity Issuer Risk
Exchange-Traded Note Risk
Financial Services Risk
Foreign Currency Risk
|
|
Foreign Investing Risk
Inflation-Indexed Bond Risk
Investment Company and Exchange-Traded Fund Risk
Junk Bond Risk
Large Shareholder Risk
Leveraging Risk
Liquidity Risk
Loan Risk
Market Capitalization Risk
Market Risk
Mortgage-Backed Securities Risk
|
|
Non-Diversification
Risk
Portfolio Management Risk
Portfolio Turnover Risk
Price Volatility Risk
Real Estate Risk
Reliance on the Adviser
Securities or Sector Selection Risk
Short Sale Risk
Tax Risk
U.S. Government Securities Risk
|
Please see page 137 of this Prospectus for more information regarding these risks.
-119-
DoubleLine Low Duration Bond Fund
The DoubleLine Low Duration Bond Fund (for purposes of this section, the
Fund
) seeks current income by investing principally in debt securities
of any kind.
The Fund may invest without limit in mortgage-backed securities of any maturity or type, including those guaranteed by, or secured by
collateral that is guaranteed by, the United States Government, its agencies, instrumentalities or sponsored corporations as well as those of private issuers not subject to any guarantee. Mortgage-backed securities include, among others, government
mortgage pass-through securities, collateralized mortgage obligations, multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities (
e.g.
, interest-only and principal-only securities) and inverse
floaters. The Fund may also invest in corporate debt obligations (including foreign hybrid securities); asset-backed securities; foreign securities (corporate and government); emerging market securities (corporate and government); inflation-indexed
bonds; bank loans and assignments; income-producing securitized products, including collateralized loan obligations; preferred securities; and other instruments bearing fixed or variable interest rates of any maturity.
The Funds Adviser will normally seek to construct an investment portfolio for the Fund with a dollar-weighted average effective duration of three years or
less. 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. For example, the value of a portfolio of fixed income securities with an
average duration of three years would generally be expected to decline by approximately 3% if interest rates rose by one percentage point. Effective duration is a measure of the Funds portfolio duration adjusted for the anticipated effect of
interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary significantly from time to time, and there is no assurance that the effective duration of the Funds
investment portfolio will not exceed three years at any time. The Fund may invest in individual securities of any maturity or duration.
In
managing the Funds investments, the portfolio managers typically use a controlled risk approach. The techniques of this approach attempt to
-120-
control the principal risk components of the fixed income markets and include consideration of:
|
|
security selection within a given sector;
|
|
|
relative performance of the various market sectors;
|
|
|
the shape of the yield curve; and
|
|
|
fluctuations in the overall level of interest rates.
|
Under normal circumstances, the Fund intends to invest primarily in fixed income and other income-producing instruments rated investment grade and unrated securities considered by the Funds Adviser to be of
comparable credit quality. The Fund may, however, invest up to 50% of its total assets in fixed income and other income-producing instruments rated below investment grade and those that are unrated but determined by the Funds Adviser to be of
comparable credit quality. Those instruments include high yield, high risk bonds, commonly known as junk bonds.
The Funds 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, inverse floaters, futures contracts, U.S. Treasury swaps, interest rate swaps and total
return swaps). 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 also enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or
reduce, long or short exposure to one or more asset classes or issuers. The Fund may also use derivatives transactions with the purpose or effect of creating investment leverage. For example, the Fund may use 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, 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 (such as credit default swaps), put and call options, and exchange-traded and structured notes, to take indirect long or short positions on indexes,
securities, currencies, or other indicators of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of commodities.
-121-
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of
borrowings for investment purposes) in bonds. Bonds include bonds, debt securities and fixed income and income-producing instruments of any kind issued by governmental or private-sector entities. Most bonds consist of a security or instrument having
one or more of the following characteristics: a fixed-income security, a security issued at a discount to its face value, a security that pays interest or a security with a stated principal amount that requires repayment of some or all of that
principal amount to the holder of the security. The Funds Adviser interprets the term bond broadly as an instrument or security evidencing what is commonly referred to as an IOU rather than evidencing the corporate ownership of equity unless
that equity represents an indirect or derivative interest in one or more debt securities.
The Fund may invest in other investment companies or
pools, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private investment vehicles.
Portfolio
securities may be sold at any time. Sales may occur when the Funds portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio
securities no longer represent relatively attractive investment opportunities, when the portfolio managers perceive deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers sell
target.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement
is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or
other circumstances will not be considered in determining whether any investment complies with the Funds limitation or requirement.
-122-
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical
order) the following:
|
|
|
|
|
Asset-Backed Securities Investment Risk
Debt Securities Risks
Derivatives Risk
Emerging Market Country Risk
Financial Services Risk
Foreign Currency Risk
Foreign Investing Risk
|
|
Inflation-Indexed Bond Risk
Investment Company and Exchange-Traded Fund Risk
Junk Bond Risk
Leveraging Risk
Liquidity Risk
Market Risk
Mortgage-Backed Securities Risk
|
|
Portfolio Management Risk Preferred Securities
Risk
Price Volatility Risk
Real Estate Risk
Reliance on the Adviser
Securities or Sector Selection Risk
U.S. Government Securities Risk
|
Please see page 137 of this Prospectus for more information regarding these risks.
DoubleLine Floating Rate Fund
The
Fund invests primarily in floating rate loans and other floating rate investments.
Floating rate loans are typically debt obligations with interest
rates that adjust or float periodically, often on a daily, monthly, quarterly, or semiannual basis by reference to a base lending rate (such as LIBOR) plus a premium. Certain floating rate loans are secured by specific collateral of the
borrower and are senior to most other securities of the borrower (e.g., common stock and other debt instruments) in the event of bankruptcy (
Senior Loans
). Other floating rate loans may be unsecured obligations of the borrower. A
floating rate loan may be structured and administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. Such floating rate loans may be acquired through the agent or from the borrower, as an
assignment from another lender who holds a direct interest in the floating rate loan, or as a participation interest in another lenders portion of the floating rate loan.
Other floating rate investments include, without limitation, floating rate debt securities; inflation-indexed securities; certain mortgage- and
asset-
-123-
backed securities, collateralized loan obligations, collateralized debt obligations, and collateralized mortgage obligations backed by or structured as floating rate investments and having, in
the judgment of the Funds Adviser, characteristics similar to those of other floating rate investments; adjustable rate mortgages; floaters; inverse floaters; money market securities of all types; repurchase agreements; and shares of money
market and short-term bond funds.
The Fund normally will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes)
in floating rate loans and other floating rate investments. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change. For purposes of this policy, any security or instrument will be considered
a floating rate investment if it has a maturity of six months or less even if it pays a rate of interest rate that does not reset or adjust prior to maturity. The Funds investments in derivatives and other synthetic instruments that provide
exposure comparable, in the judgment of the Funds Adviser, to floating rate investments will be counted toward satisfaction of this 80% policy as well.
The Fund may invest in securities or instruments of any credit quality. The Fund expects that many or all of the Funds investments will be rated below investment grade or unrated but of comparable credit
quality. Floating rate and other investments rated below investment grade, or unrated securities that are determined by the Funds Adviser to be of comparable quality, are high yield, high risk securities, commonly known as junk bonds. Such
investments entail high risk and have speculative characteristics. The Fund may invest in securities of stressed, distressed, and defaulted issuers (including issuers involved in bankruptcy proceedings, reorganizations, financial restructurings, or
otherwise experiencing financial hardship).
Subject to the Funds policy to invest at least 80% of its net assets or floating rate loans and other
floating rate investments, the Fund may invest any portion of its assets in bonds, debentures, notes and other debt instruments, preferred securities, money market securities, investment-grade debt securities, repurchase agreements, and any security
or instrument bearing a floating or adjustable rate of interest, including by investing in other investment companies or pools, ETFs, and domestic or foreign private investment vehicles. Money market securities include, among other things, bank
certificates of deposit, bankers acceptances, bank time deposits, notes, commercial paper, and U.S. Government securities. A repurchase agreement is an agreement to buy a security at one price and a simultaneous agreement to sell it back at an
agreed-upon price (representing return of principal plus interest).
-124-
The Fund may invest in obligations of corporate and governmental issuers of any maturity. The Fund may invest in
foreign investments, including emerging markets, without limit.
The Funds investments in loans may include loans issued in an offering that has
been oversubscribed. The Fund may be able to sell such investments at a gain shortly after those investments are made. If the Fund seeks to take advantage of such opportunities, it may lead to higher levels of portfolio turnover, increased
transaction costs and greater amounts of taxable distributions to shareholders. There can be no assurance that the Funds Adviser will be able to identify such opportunities successfully or sell any investments at a gain.
The Fund may enter into derivatives transactions and other instruments of any kind for duration management purposes, hedging purposes or otherwise to gain, or
reduce, long or short exposure to one or more asset classes or issuers. The Fund also may use derivatives transactions with the purpose or effect of creating investment leverage. For example, the Fund may use futures contracts and options on futures
contracts in order to gain efficient long or short investment exposures as an alternative to cash investments, to adjust the Funds duration, or to hedge against portfolio exposures; interest rate swaps, to gain indirect long or short exposures
to interest rates, issuers, or currencies, to adjust the Funds duration, or to hedge against portfolio exposures; and total return swaps and credit derivatives (such as credit default swaps), put and call options, and exchange-traded and
structured notes, to take indirect long or short positions on indexes, securities, currencies, or other indicators of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities
or indexes of commodities.
The Funds portfolio managers may consider a wide variety of factors in purchasing and selling investments for the
Fund, including, without limitation, fundamental analysis of the issuer, the credit quality of the issuer and any collateral securing the investment, the issuers management, capital structure, leverage, and operational performance, and the
business outlook for the industry of the issuer. The Fund also may consider available credit ratings. However, credit ratings are based largely on the issuers historical financial condition and the rating agencies investment analysis at
the time of rating. The rating assigned to any particular investment does not necessarily reflect the issuers current financial condition, and does not reflect an assessment of an investments volatility or liquidity. Although the
Funds portfolio managers may consider credit ratings in making investment decisions, they typically perform their
-125-
own investment analysis and generally do not rely upon the independent credit rating agencies in making investment decisions.
Portfolio securities may be sold at any time. For example, the Funds portfolio managers may sell a Fund investment in order to take advantage of what they consider to be a better investment opportunity, when
they believe the investment no longer represents a relatively attractive investment opportunity, when they perceive deterioration in the credit fundamentals of the issuer, or when the individual investment has reached the portfolio managers
sell target.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or
requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Additionally, any later increase or decrease resulting from a change in values, net
assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or requirement.
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks
of investing in the Fund, which could adversely affect its net asset value, yield and total return, are (in alphabetical order) the following:
|
|
|
|
|
Affiliated Fund Risk
Asset-Backed Securities Investment Risk
Confidential Information Access Risk
Counterparty Risk
Debt Securities Risk
Defaulted Securities Risk
Derivatives Risk
Emerging Market Country Risk
Financial Services Risk
Foreign Currency Risk
|
|
Foreign Investing Risk
Inflation-Indexed Bond Risk
Investment Company and Exchange-Traded Fund Risk
Junk Bond Risk
Large Shareholder Risk
Leveraging Risk
Limited Operating History Risk
Liquidity Risk
Loan Risk
Market Risk
|
|
Mortgage-Backed Securities Risk
Portfolio Management Risk
Portfolio Turnover Risk
Preferred Securities Risk
Prepayment Risk
Price Volatility Risk
Reliance on the Adviser
Securities or Sector Selection Risk
U.S. Government Securities Risk
|
-126-
Please see page 137 of this Prospectus for more information regarding these risks.
DoubleLine Equities Small Cap Growth Fund
The DoubleLine Equities Small Cap Growth Fund (for purposes of this section, the
Fund
) seeks long-term capital appreciation. The Fund intends to invest its assets principally in equity securities
of small capitalization U.S. companies or foreign companies whose shares trade on a U.S. exchange or that the Funds Adviser determines are otherwise actively traded in the United States, including in the form of ADRs, ADSs, and other similar
securities. The Fund may also invest, however, in securities that trade principally or only outside the United States.
Under normal
circumstances, the Fund will invest at least 80% of the value of its net assets (plus the amount of any borrowings for investment purposes) in equity securities issued by companies with market capitalizations, at the time of acquisition, within the
capitalization range of the companies included in the Russell 2000
®
Growth Index. The Funds investments in
derivatives and other synthetic instruments that provide exposure comparable, in the judgment of the Funds Adviser, to investments in equity securities of small capitalization companies will be counted toward satisfaction of this 80% policy as
well. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change. As of May 31, 2013, the market capitalization of companies included in the Russell 2000
®
Growth Index was between $29 million and $6.7 billion.
In managing the Funds investments, the portfolio manager normally uses a bottom up approach to identify small cap growth companies for investment. First, the Funds Adviser uses quantitative
and qualitative criteria to screen companies for favorable characteristics. Companies identified through this screening process are then subjected to fundamental analysis to identify one or more of the following factors, among others:
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
-127-
|
|
significant ownership by management and a strong management team;
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash; and
|
|
|
a differentiated product or service.
|
Equity
securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and debentures; and rights or warrants to purchase common or preferred stock, as well as other securities
with equity characteristics, such as investment companies and ETFs that invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools of any kind, including, for example, other open-end or closed-end
investment companies, ETFs, and domestic or foreign private investment vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Funds Adviser or its affiliates, to the extent permitted by
applicable law.
The Fund may invest without limit in foreign securities, including emerging market securities.
The Fund may invest in companies that do not have publicly-traded securities but that the portfolio manager determines represent attractive growth investments,
such as companies that are relatively newly-formed, may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to
one or more asset classes or issuers. For example, the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions on indexes,
securities, or other indicators of value, either for hedging purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives to gain long or short
exposure to one or more physical commodities or indexes of commodities.
Subject to the Funds 80% policy described above, the Fund may invest in
investments other than small cap equity securities. Those investments may
-128-
include, without limitation, equity securities of issuers of any market capitalization, fixed income instruments, floating rate obligations, short-term investments, such as money market
securities, and cash. The Fund may not always be fully invested.
Portfolio securities may be sold at any time. Sales may occur when the Funds
portfolio manager determines to take advantage of what the portfolio manager considers to be a better investment opportunity, when the portfolio manager believes the portfolio securities no longer represent relatively attractive investment
opportunities, when the portfolio manager perceives deterioration in the fundamentals of the issuer, when the portfolio manager believes the intermediate and long-term prospects for the issuer are poor, or when the individual security has reached
the portfolio managers sell target.
At times, the portfolio manager may judge that market conditions may make pursuing the Funds investment
strategies inconsistent with the best interests of its shareholders. The Funds Adviser then may, but is not required to, temporarily use alternative strategies that are mainly designed to limit the Funds losses. In implementing these
strategies, the Fund may invest primarily in, among other things, U.S. Government and agency obligations, fixed or floating rate investments, cash or money market instruments (including, money market funds), or any other securities the portfolio
considers consistent with such defensive strategies. During this period, the Fund may not achieve its investment objective.
Any percentage limitation
and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a
result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or
requirement.
-129-
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical
order) the following:
|
|
|
|
|
Cash Position Risk
Convertible Securities Risk
Depositary Receipts Risk
Derivatives Risk
Emerging Market Country Risk
Equity Issuer Risk
Foreign Currency Risk
Foreign Investing Risk
Growth Securities Risk
|
|
Investment Company and Exchange-Traded Fund
Risk
Large Shareholder Risk
Limited Operating History Risk
Liquidity Risk
Market Capitalization Risk
Market Risk
Portfolio Management Risk
|
|
Portfolio Turnover Risk
Price Volatility Risk
Privately-Held Companies and Private Funds Risk
Reliance on the Adviser
Securities or Sector Selection Risk
Small Companies Risk
|
Please see page 137 of this Prospectus for more information regarding these risks.
DoubleLine Equities Growth Fund
The
DoubleLine Equities Growth Fund (for purposes of this section, the
Fund
) seeks long-term capital appreciation. The Fund intends to invest its assets principally in equity securities of U.S. companies or foreign companies whose
shares trade on a U.S. exchange or that the Funds Adviser determines are otherwise actively traded in the U.S., including in the form of ADRs, ADSs, and other similar securities. The Fund may also invest, however, in securities that trade
principally or only outside the United States. The Fund may invest in companies of any size and may invest without limit in foreign securities, including emerging market securities.
In managing the Funds investments, the portfolio managers normally use a bottom up approach to identify attractive growth companies across all market capitalizations for investment. First, the
Funds Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies identified through this screening process are then subjected to fundamental analysis to identify one or more of the following
factors, among others:
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
-130-
|
|
the potential to earn an attractive return on equity;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team;
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash; and
|
|
|
a differentiated product or service.
|
Equity
securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and debentures; and rights or warrants to purchase common or preferred stock, as well as other securities
with equity characteristics, such as investment companies and ETFs that invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools of any kind, including, for example, other open-end or closed-end
investment companies, ETFs, and domestic or foreign private investment vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Funds Adviser or its affiliates, to the extent permitted by
applicable law.
The Fund may invest in companies that do not have publicly-traded securities but that the portfolio managers determine represent
attractive growth investments, such as companies that are relatively newly-formed, may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short
exposure to one or more asset classes or issuers. For example, the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions on
indexes, securities, or other indicators of value, either for hedging purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives to gain long or
short exposure to one or more physical commodities or indexes of commodities.
-131-
Under normal circumstances, the Fund will invest at least 80% of the value of its net assets (plus the amount of
any borrowings for investment purposes) in equity securities. The Funds investments in derivatives and other synthetic instruments that provide exposure comparable, in the judgment of the Funds Adviser, to investments in equity
securities will be counted toward satisfaction of this 80% policy as well. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
Subject to the Funds 80% policy described above, the Fund may invest in investments other than equity securities. Those investments may include, without limitation, fixed income instruments, floating rate
obligations, short-term investments, such as money market securities, and cash. The Fund may not always be fully invested.
Portfolio securities may be
sold at any time. Sales may occur when the Funds portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no
longer represent relatively attractive investment opportunities, when the portfolio managers perceive deterioration in the fundamentals of the issuer, when the portfolio managers believe the intermediate and long-term prospects for the issuer are
poor, or when the individual security has reached the portfolio managers sell target.
At times, the portfolio managers may judge that market
conditions may make pursuing the Funds investment strategies inconsistent with the best interests of its shareholders. The Funds Adviser then may, but is not required to, temporarily use alternative strategies that are mainly designed to
limit the Funds losses. In implementing these strategies, the Fund may invest primarily in, among other things, U.S. Government and agency obligations, fixed or floating rate investments, derivative instruments, cash or money market
instruments (including, money market funds), or any other securities the portfolio considers consistent with such defensive strategies. During this period, the Fund may not achieve its investment objective.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and
shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances
will not be considered
-132-
in determining whether any investment complies with the Funds limitation or requirement.
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks
of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical order) the following:
|
|
|
|
|
Cash Position Risk
Convertible Securities Risk
Depositary Receipts Risk
Derivatives Risk
Emerging Market Country Risk
Equity Issuer Risk
Foreign Currency Risk
Foreign Investing Risk
Growth Securities Risk
|
|
Investment Company and Exchange-Traded Fund
Risk
Large Shareholder Risk
Limited Operating History Risk
Liquidity Risk
Market Capitalization Risk
Market Risk
Portfolio Management Risk
|
|
Portfolio Turnover Risk
Price Volatility Risk
Privately-Held Companies and Private Funds Risk
Reliance on the Adviser
Securities or Sector Selection Risk
|
Please see page 137 of this Prospectus for more information regarding these risks.
DoubleLine Equities Technology Fund
The DoubleLine Equities Technology Fund (for purposes of this section, the
Fund
) seeks long-term capital appreciation. The Fund intends to
invest substantially all of its assets in equity securities of technology-related companies anywhere in the world. Such companies may include, for example, companies whose businesses involve the development, marketing, or commercialization of
technology or products or services related to or dependent on technology. Such companies would include, without limitation, companies involved in such industries as information technology, software, computer hardware and peripherals, data
processing, business outsourcing services, telecommunications, internet software and hardware, e-commerce companies, media and entertainment, electronics, systems integration, manufacturing, semiconductors, medical technology and automation. The
Fund may invest in companies of any size.
-133-
Under normal circumstances, the Fund will invest at least 80% of the value of its net assets (plus the amount of
any borrowings for investment purposes) in equity securities of technology-related companies. For this purpose, technology-related companies include those companies that have been classified into an industry that forms a part of either the
Information Technology Sector or Telecommunication Services Sector as determined by the Global Industry Classification Standard. The Funds investments in derivatives and other synthetic instruments that provide exposure comparable, in the
judgment of the Funds Adviser, to investments in technology-related companies will be counted toward satisfaction of this 80% policy as well. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance
of the change.
The Fund may invest without limit in foreign securities, including emerging market securities.
In managing the Funds investments, the portfolio managers normally use a bottom up approach to identify companies across all market
capitalizations with growth potential. First, the Funds Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies identified through this screening process are then subjected to fundamental
analysis to identify one or more of the following factors, among others:
|
|
a differentiated product or service;
|
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
the potential to benefit significantly from advancements or improvements in technology or the wider adoption of a particular technology;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team; and
|
-134-
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash.
|
Equity securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and
debentures (such convertible bonds and debentures may be of any maturity and credit quality, including bonds rated below investment grade, commonly known as junk bonds); and rights or warrants to purchase common or preferred stock, as
well as other securities with equity characteristics, such as investment companies and ETFs that invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools, including, for example, other open-end
or closed-end investment companies, ETFs, and domestic or foreign private investment vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Funds Adviser or its affiliates, to the extent
permitted by applicable law.
The Fund may invest in companies that do not have publicly-traded securities but that the portfolio managers determine
represent attractive growth investments, such as companies that are relatively newly-formed, may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the
future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long
or short exposure to one or more asset classes or issuers. For example, the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions
on indexes, securities, currencies, or other indicators of value, either for hedging purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives
to gain long or short exposure to one or more physical commodities or indexes of commodities. The Fund may, but will not necessarily, enter into foreign currency exchange transactions to hedge against currency exposure in its portfolio.
Subject to the Funds 80% policy described above, the Fund may invest in investments other than technology-related companies. Those investments may include,
without limitation, equity securities of any kind, fixed income instruments, floating rate obligations, short-term investments, such as money market securities, and cash. The Fund may not always be fully invested.
-135-
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio managers determine to
take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities, when the portfolio
managers perceive deterioration in the fundamentals of the issuer, when the portfolio managers believe the prospects for the issuer are poor, or when the individual security has reached the portfolio managers sell target.
At times, the portfolio managers may judge that market conditions may make pursuing the Funds investment strategies inconsistent with the best interests of
its shareholders. The Funds Adviser then may, but is not required to, temporarily use alternative strategies that are mainly designed to limit the Funds losses. In implementing these strategies, the Fund may invest primarily in, among
other things, U.S. Government and agency obligations, fixed or floating rate investments, cash or money market instruments (including, money market funds), or any other securities the portfolio considers consistent with such defensive strategies.
During this period, the Fund may not achieve its investment objective. Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and shall not be
considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances, such as the
classification of a company into a different sector, will not be considered in determining whether any investment complies with the Funds limitation or requirement.
-136-
Principal Risks
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical
order) the following:
|
|
|
|
|
Cash Position Risk
Concentration Risk
Convertible Securities Risk
Depositary Receipts Risk
Derivatives Risk
Emerging Market Country Risk
Equity Issuer Risk
Foreign Currency Risk
Foreign Investing Risk
Growth Securities Risk
|
|
Investment Company and Exchange-Traded Fund
Risk
Limited Operating History Risk
Liquidity Risk
Market Capitalization Risk
Market Risk
Portfolio Management Risk
Portfolio Turnover Risk
|
|
Price Volatility Risk
Privately-Held Companies and Private Funds Risk
Reliance on the Adviser
Securities or Sector Selection Risk
Small Companies Risk
Technology Investment Risk
|
Principal Risks
Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more money your investment may earn for you and the more
you can lose.
Since the Funds will hold securities with fluctuating market prices, the value of each Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in a Fund could
go down as well as up. You can lose money by investing in a Fund.
When you sell your shares of a Fund, they could be worth more or less than what you paid for them.
Each Fund is affected by changes in the economy, or in securities and other markets. There is also the possibility that investment decisions a Funds Adviser makes with respect to the investments of the Fund
will not accomplish what they were designed to achieve or that the investments will have disappointing performance.
Your investment in a Fund may be
subject (in varying degrees) to the following risks discussed below. Each Fund may be more susceptible to some of the risks than others. References to the Adviser in the descriptions of the risks below refer to the Adviser of each Fund,
as applicable.
-137-
Affiliated Fund Risk
Investing in other investment companies or private investment vehicles sponsored or managed by the Adviser or affiliates of the Adviser, including other series of the Trusts (each, a
DoubleLine
Fund
and, collectively, the
DoubleLine Funds
), involves potential conflicts of interest. For example, the Adviser or its affiliates may receive fees based on the amount of assets invested in those vehicles, which
fees may be higher than the fees the Adviser receives for managing a Fund. Investment by a Fund in those other vehicles may be beneficial in the management of those other vehicles, by helping to achieve economies of scale or enhancing cash flows.
Due to these and other factors, the Adviser may choose to invest a portion of a Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or
may choose to invest in such investment companies over investment companies sponsored or managed by others. Similarly, the Adviser may delay or decide against the sale of interests held by the Fund in investment companies sponsored or managed by the
Adviser or its affiliates. To reduce this potential conflict of interest, the Adviser has agreed to reduce its advisory fee to the extent of advisory fees paid to the Adviser by other investment vehicles sponsored by the Adviser in respect of assets
of the Fund invested in those other vehicles.
Asset Allocation Risk
A Funds investment performance may depend, at least in part, on how its assets are allocated and reallocated among the asset classes and underlying funds in which it invests according to the Funds asset
allocation targets and ranges. It is possible that the Adviser will focus on asset classes, underlying funds, or investments that perform poorly or underperform other asset classes, underlying funds, or available investments under various market
conditions. You could lose money on your investment in the Fund as a result of these allocation decisions. Although the Fund will attempt to invest in a number of different asset classes, to the extent that the Fund invests a significant portion of
its assets in a single or limited number of asset classes, underlying funds, or investments, it will be particularly sensitive to the risks associated with the asset classes, funds, or investments in which it concentrates.
Asset-Backed Securities Investment Risk
Asset-backed
investments tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of
-138-
decline in market value during periods of rising interest rates. In a period of declining interest rates, a Fund may be required to reinvest more frequent prepayments on asset-backed investments
in lower-yielding investments. Asset-backed securities in which a Fund invests may have underlying assets that include, among others, motor vehicle installment sales or installment loan contracts, home equity loans, leases of various types of real
and personal property, and receivables from credit card agreements. There is a risk that borrowers may default on their obligations in respect of those underlying obligations. Certain assets underlying asset-backed securities are subject to
prepayment, which may reduce the overall return to asset-backed security holders. Holders may also experience delays in payment on the securities if the full amounts due on underlying sales contracts or receivables are not realized by a trust
because of unanticipated legal or administrative costs of enforcing the contracts or because of depreciation or damage to the collateral (usually automobiles) securing certain contracts, or other factors. The values of asset-backed securities may be
substantially dependent on the servicing of the underlying asset pools, and are therefore 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 may also affect the rights of security holders in and to the underlying collateral. The insolvency of entities that generate receivables or that utilize the assets may result in added costs and delays in addition
to losses associated with a decline in the value of underlying assets. Certain asset-backed securities do not have the benefit of the same security interest in the related collateral as do mortgage-backed securities; nor are they provided government
guarantees of repayment as are some mortgage-backed securities. Credit card receivables generally are unsecured, and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors
the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. In addition, some issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to
sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. The impairment of the value of collateral or other assets underlying an
asset-backed security, such as a result of non-payment of loans or non-performance of other collateral or underlying assets, may result in a reduction in the value of such asset-backed securities and losses to a Fund. It is possible that many or all
asset-backed securities will fall out of favor at any time or over time with investors, affecting adversely the values and liquidity of the securities.
-139-
Cash Position Risk
A Fund may hold any portion of its assets in cash, cash equivalents, or other short-term investments at any time or for an extended time. The Adviser will determine the amount of a Funds assets to be held in
cash or cash equivalents at its sole discretion, based on such factors as it may consider appropriate under the circumstances. To the extent that a Fund holds assets in cash or is otherwise uninvested, the Funds ability to meet its objective
may be limited.
Commodities Risk
A
Fund may directly or indirectly have exposure to global commodity markets or particular commodities (such as precious metals or natural gas). Therefore, the value of its shares is affected by factors particular to the commodity markets. Commodity
prices can be extremely volatile and are affected by a wide range of factors, including changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency exchange rates,
population growth and changing demographics, nationalization, expropriation, or other confiscation, international regulatory, political, and economic developments (for example, regime changes and changes in economic activity levels), and
developments affecting a particular industry or commodity, such as drought, floods, or other weather conditions, livestock disease, trade embargoes, competition from substitute products, transportation bottlenecks or shortages, fluctuations in
supply and demand, and tariffs. A Fund may from time to time invest in one or more subsidiaries organized outside the United States that invest directly or indirectly in, among other things, precious metals or minerals or other commodity-related
investments. A Funds investment in any one subsidiary is generally limited to 25% of the Funds total assets, and the value of such an investment may be adversely affected by the risks associated with delivery, storage and maintenance,
possible illiquidity, and the unavailability of accurate market valuations of precious metals or minerals or other commodity-related investments as well as by custody and transaction costs associated with a subsidiarys investment in precious
metals or minerals or other commodity-related investments. Investing in commodity-related investments through a subsidiary does not reduce the risks associated with investing in such investments. Any such subsidiary will not be registered under the
1940 Act, and will not be subject to all the investor protections of the 1940 Act.
-140-
A Fund may also directly or indirectly use commodity-related derivatives. The value of these derivatives may fluctuate
more than the relevant underlying commodity or commodities or commodity index.
Concentration Risk
Concentrating investments in technology-related companies increases the risk of loss because the stocks of many or all of those companies may decline in value due
to developments adversely affecting the industries in which they operate. In addition, investors may buy or sell substantial amounts of a Funds shares in response to factors affecting or expected to affect technology-related companies,
resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely, including, for example, if they were to cause the Funds cash position or cash requirements to
exceed normal levels.
Confidential Information Access Risk
In managing a Fund, the Adviser may seek to avoid the receipt of Confidential Information about the issuers of floating rate loans or other investments being considered for acquisition by a Fund or held in a
Funds portfolio if the receipt of the Confidential Information would restrict one or more of the Advisers clients, including, potentially, a 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, a 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. Further, in situations when a 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 a Fund. Receipt of Confidential Information by the Adviser could limit a
Funds ability to sell certain investments held by the Fund or pursue certain investment opportunities on behalf of a Fund, potentially for a substantial period of time. In certain situations, the Adviser may create information walls around
persons (
walled-off personnel
) having access to the Confidential Information to limit the restrictions on others at the Adviser. Those
-141-
measures could impair the ability of walled-off personnel to assist in managing a Fund.
Convertible Securities Risk
Investing in convertible bonds
and securities includes credit risk and interest rate risk. A Funds distributable income and the value of the Funds shares may be reduced due to events associated with such risks.
Credit risk is the risk that the issuer may default in the payment of principal and/or interest on a security and, as a result, a Funds income might be reduced, the value of a Funds investment might
fall, and/or a Fund could lose the entire amount of its investment. 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 or 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 instruments credit quality or value and an issuers or
counterpartys ability to pay interest and principal when due.
Interest rate risk is the risk that the value of the investment may decline if
interest rates rise. The value of a security with a longer duration will be more sensitive to changes in interest rates than a similar security with a shorter duration. Convertible bonds that are rated below investment grade, or unrated convertible
bonds of equivalent credit quality, are high yield, high risk bonds, commonly known as junk bonds. Such bonds are predominately speculative and involve a higher degree of default risk, may be less liquid and may be subject to greater price
volatility than investment grade bonds.
Counterparty Risk
A Fund will be subject to credit risk with respect to the counterparties to the derivative contracts (whether a clearing corporation in the case of exchange-traded instruments or another third party in the case of
over-the-counter instruments) and other instruments entered into directly by a Fund or held by special purpose or structured vehicles in which a Fund invests. If a counterparty becomes bankrupt or insolvent or otherwise fails to perform its
obligations to a Fund due to financial difficulties, a Fund may experience significant losses or delays in obtaining any recovery (including recovery of any collateral it has provided to the counterparty) in a dissolution, assignment for the benefit
of creditors, liquidation, winding-up, bankruptcy, or other analogous proceeding. In addition, in the event of the
-142-
bankruptcy or insolvency of a counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value. If a 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, and may not have any claim with respect to any underlying security or asset. 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 U.S. financial reform legislation.
Debt Securities Risks
Debt securities are subject to
various risks including, among others, credit risk and interest rate risk. These risks can affect a securitys price volatility to varying degrees, depending upon the nature of the instrument.
Credit risk:
refers to the risk that an issuer or counterparty will fail to pay its obligations to a Fund when they are due.
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 or 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 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. In addition, lack 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 ratings agencies may be subject to downgrade. 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. If an
issuer or counterparty fails to pay interest, a Funds income might be reduced and the value of the investment might fall, and if an issuer or counterparty fails to pay principal, the value of the investment might fall and the Fund could lose
the amount of its investment.
-143-
Extension risk:
refers to 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.
Interest rate risk:
refers to the risk that the values of debt instruments held by a Fund will fall in response to increases in interest rates. In general, the values of debt securities fall in
response to increases in interest rates, and rise in response to decreases in interest rates. The value of a security with a longer duration will be more sensitive to increases in interest rates than a similar security with a shorter duration.
Duration is a measure of the expected life of a bond that is used to determine the sensitivity of a securitys price to changes in interest rates. For example, the price of a bond fund with an average duration of three years generally would be
expected to fall approximately 3% if interest rates rose by one percentage point. 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. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the
reset terms, including the index chosen, frequency of reset and reset caps or floors, among other things).
Defaulted Securities Risk
Defaulted securities risk refers to the uncertainty of repayment of defaulted securities 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. Insolvency laws and practices in 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.
-144-
Depositary Receipts Risk
A Fund may invest in depositary receipts that involve similar risks to those associated with investments in foreign securities. Depositary receipts listed on U.S. exchanges are issued by banks or trust companies,
and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. The issuers of certain depositary receipts are under no obligation to distribute shareholder communications to the holders of such
receipts, or to pass through to them any voting rights with respect to the deposited securities. Investment in depositary receipts may be less liquid than the underlying shares in their primary trading market. When a Fund invests in a depositary
receipt as a substitute for or alternative to an investment directly in the underlying shares, that Fund is exposed to the risk that the depositary receipt may not provide a return that corresponds precisely with that of the underlying investment.
Derivatives Risk
A derivative is a
financial contract whose value depends on changes in the value of one or more underlying assets, reference rates, or indexes. These instruments include, among others, options, futures contracts, forward currency contracts, swap agreements and
similar instruments. A 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.
A Funds use of derivatives involves the risk that the other party to the derivative contract will fail to
make required payments or otherwise to comply with the terms of the contract. In the event the counterparty to a derivative instrument becomes insolvent, a Fund potentially could lose all or a large portion of its investment in the derivative
instrument. Derivatives transactions can create investment leverage and may be highly volatile, and a Fund could lose more than the amount it invests. Derivatives may be difficult to value and highly illiquid, and a Fund may not be able to close out
or sell a derivative position at a particular time or at an anticipated price. Use of derivatives may increase the amount and affect the timing and character of taxes payable by shareholders.
A Fund may use derivatives to create investment leverage, and a Funds use of derivatives may otherwise cause its portfolio to be leveraged. Leverage increases a Funds portfolio losses when the value of
its investments declines. Since many derivatives involve leverage, adverse changes in the
-145-
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 a Fund enters into a derivatives transaction as a substitute for or alternative
to a direct cash investment, that Fund is exposed to the risk that the derivative transaction may not provide a return that corresponds precisely with that of the underlying investment. It is possible that, when a Fund uses a derivative for hedging
purposes, 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. Because most derivatives involve contractual arrangements with
a counterparty, no assurance can be given that a particular type of derivative contract can be completed or terminated when desired by the Adviser. 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. Certain derivatives may create a risk of loss greater than the amount invested.
Emerging Market Country Risk
Investing in emerging market
countries involves substantial risk due to limited information; higher brokerage costs; different accounting, auditing and financial reporting standards; less developed legal systems and thinner trading markets as compared to those in developed
countries; currency blockages or transfer restrictions; an emerging market countrys dependence on revenue from particular commodities or international aid; and expropriation, nationalization or other adverse political or economic developments.
Political and economic structures in many emerging market countries may be undergoing significant evolution and rapid development, and such countries
may lack the social, political and economic stability characteristics of developed countries. Some of these countries have in the past failed to recognize private property rights and have nationalized or expropriated the assets of private companies.
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 U.S. and other developed nations. The limited size of many securities markets in emerging market countries and limited
-146-
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. In addition, emerging market countries exchanges and broker-dealers may generally be subject to less regulation than their counterparts in developed countries. 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.
Emerging market countries may have different clearance and settlement procedures than in the U.S., 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, satisfactory custodial services for investment securities may not be available in some
emerging market countries, which may result in a 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 assets of a Fund
are uninvested and no return is earned thereon. The inability of a Fund 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 a 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.
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 a Fund invests and adversely affect the value of its investment portfolio.
Currencies of emerging market countries have sometimes experienced devaluations relative to the U.S. dollar, and major devaluations have historically occurred in
certain countries. A devaluation of the currency in which investment portfolio securities are denominated will negatively impact the value of those securities. Emerging market countries have and may in the future impose foreign currency controls and
repatriation controls. In addition, some currency hedging techniques may be unavailable in emerging market countries, and the currencies of emerging
-147-
market countries may experience greater volatility in exchange rates as compared to those of developed countries.
Equity Issuer Risk
The market prices of common stocks and other equity securities may go up or down,
sometimes rapidly or unpredictably. The values of equity securities may decline due to general market conditions that are not especially 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. In addition, the values of equity securities may decline for a number of reasons that may directly relate to the issuer, such as management performance, financial leverage, non-compliance with
regulatory requirements, and reduced demand for the issuers goods or services. Equity securities generally have greater price volatility than bonds and other debt securities. The values of equity securities paying dividends at high rates may
be more sensitive to change in interest rates than are other equity securities. A Fund may continue to accept new subscriptions and to make additional investment in equity securities even under general market conditions that the Funds
portfolio managers view as unfavorable for equity securities.
Exchange-Traded Note Risk
Exchange-traded notes (
ETNs
) are securities whose returns are linked to the performance of a particular market benchmark, strategy, or reference
asset minus applicable fees. ETNs may be traded on an exchange (for example
,
the New York Stock Exchange (the
NYSE
)). At maturity, the issuer is obligated to pay to the investor cash equal to the principal amount, subject
to adjustment based on changes to a market benchmark, strategy, or reference asset factor. ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, and the value of the ETN may drop due to a
downgrade in the issuers credit rating or a decline in its creditworthiness, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply, and demand
for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuers credit rating, and economic, legal, political, or geographic events that affect the referenced underlying
asset. When a Fund invests in an ETN, it will bear its proportionate share of any
-148-
fees and expenses borne by the ETN. There may be times when an ETN trades at a premium or discount to its market benchmark, strategy, or reference asset.
Financial Services Risk
Investing in issuers in the
financial services sector involves, among others, the following risks: (i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to
non-diversified or concentrated loan portfolios; (iii) exposure to financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market
shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector.
Foreign Currency Risk
Currency risk is the risk that fluctuations in exchange rates may adversely affect the
value of a Funds investments. Currency risk includes both the risk that currencies in which a Funds investments are traded and/or in which a Fund receives income, or currencies in which a 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 a 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.
A Fund may use derivatives to acquire positions in currencies whose values the Adviser expects to correlate with the value of currencies the Fund owns, currencies the Adviser wants the Fund to own, or currencies
the Fund is exposed to through its investments. This presents the risk that the exchange rates of the currencies involved may not move in relation to one another as expected. In that case, a Fund could lose money on its holding of a particular
currency and also lose money on the derivative. A Fund may also take overweighted or underweighted currency positions and/or hedge the currency exposure of the securities in which they have invested. As a
-149-
result, their currency exposure may differ (in some cases significantly) from the currency exposure of their security investments and/or their benchmarks.
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 because a Funds performance may depend on factors other than the performance of a particular company. In
addition, 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. In addition, security trading practices abroad may offer less protection to investors such as the Funds. Political, social or financial instability, civil unrest 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 a Funds portfolio.
Because foreign securities generally are denominated and pay dividends or interest in
foreign currencies, and a Fund may hold various foreign currencies from time to time, the value of a Funds assets, as measured in U.S. dollars, can be affected unfavorably by changes in exchange rates or by unfavorable currency regulations
imposed by foreign governments.
Growth Securities Risk
Investments in growth securities will be more sensitive to changes in current or expected earnings than other types of securities and tend to be
-150-
more volatile than the market in general because their prices tend to reflect future investor expectations rather than just current profits. A mutual fund investing principally in growth style
stocks may at times underperform other mutual funds that invest more broadly or that have different investment styles.
Inflation-Indexed Bond
Risk
Inflation-indexed bonds are fixed income securities whose principal values are periodically adjusted according to the rate of inflation.
If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced.
Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid
at maturity may be less than the original principal. With regard to municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, the inflation adjustment is reflected in the semi-annual coupon payment. As a result, the principal
value of municipal inflation-indexed bonds and such corporate inflation-indexed bonds does not adjust according to the rate of inflation. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real
interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of
inflation-indexed bonds. Inflation-indexed bonds may cause a potential cash flow mismatch to investors, because an increase in the principal amount of an inflation-indexed bond will be treated as interest income currently subject to tax at ordinary
income rates even though investors will not receive repayment of principal until maturity. If a Fund invests in such bonds, it will be required to distribute such interest income in order to qualify for treatment as a regulated investment company
and eliminate a Fund-level tax, without a corresponding receipt of cash, and therefore may be required to dispose of portfolio securities at a time when it may not be advantageous to do so in order to make such distributions.
Investment Company and Exchange-Traded Fund Risk
Investments in open-end and closed-end investment companies, and other pooled investment vehicles, including any ETFs, involve substantially the same risks as
investing directly in the instruments held by these entities.
-151-
However, the total return from such investments will be reduced by the operating expenses and fees of the investment company or ETF. A Fund must pay its pro rata portion of an investment
companys or ETFs fees and expenses, which may include performance fees that could be substantial (such as certain non-registered investment companies that may charge up to 20% or more of the gains on a Funds investments). An
investment company or ETF may not achieve its investment objective or execute its investment strategy effectively, which may adversely affect a Funds performance. Shares of a closed-end investment company or ETF may expose a Fund to risks
associated with leverage and may trade at a premium or discount to the net asset value of the closed-end funds or the ETFs portfolio securities depending on a variety of factors, including market supply and demand. Due to its own
financial interest or other business considerations, the Adviser may choose to invest a portion of a Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in
portfolio securities, or may choose to invest in such investment companies over investment companies sponsored or managed by others.
Junk Bond
Risk
Fixed income instruments rated below investment grade, or unrated securities that are determined by the Adviser to be of comparable quality,
are high yield, high risk bonds, commonly known as junk bonds. These bonds are predominantly speculative. They are usually issued by companies without long track records of sales and earnings, or by companies with questionable credit strength. These
bonds have a higher degree of default risk and may be less liquid than higher-rated bonds. These securities may be subject to a greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative
perceptions of junk bonds generally, and less secondary market liquidity. This potential lack of liquidity may make it more difficult for a Fund to accurately value these securities.
Large Shareholder Risk
Certain account holders, including funds or accounts over which the Adviser has
investment discretion, may from time to time own or control a significant percentage of a Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including as a result of
an asset allocation decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do so.
-152-
Redemptions of a large number of shares may affect the liquidity of a Funds portfolio, increase the Funds transaction costs and accelerate the realization of taxable income and/or
gains to shareholders. Such transactions also potentially limit the use of any capital loss carryforwards and certain other losses to offset future realized capital gains (if any).
Leveraging Risk
Certain transactions, including, for example, when-issued, delayed-delivery, and forward
commitment purchases, inverse floaters, loans of portfolio securities, repurchase agreements (or reverse repurchase agreements), and the use of some derivatives, can result in leverage. In addition, the Fund may achieve investment leverage by
borrowing money. Leverage generally has the effect of increasing the amounts of loss or gain the Fund might realize, and creates the likelihood of greater volatility of the value of the Funds investments. In transactions involving leverage, a
relatively small market movement or change in other underlying indicator can lead to significantly larger losses to the Fund. There is risk of loss in excess of invested capital.
Limited Operating History Risk
The Fund is a newly formed fund and has no or a limited operating history for
investors to evaluate. The Fund may not attract sufficient assets to achieve or maximize investment and operational efficiencies and remain viable. If the Fund fails to achieve sufficient scale, it may be liquidated.
Liquidity Risk
Liquidity risk is the risk that a Fund
may invest in securities that trade in lower volumes and may be less liquid than other investments or that a Funds investments may become less liquid in response to market developments or adverse investor perceptions. When there is no willing
buyer and investments cannot be readily sold or closed out, a Fund may have to sell at a lower price than the price at which a Fund is carrying the investments or may not be able to sell the investments at all, each of which would have a negative
effect on a Funds performance. It is possible that a Fund may be unable to sell a portfolio investment at a desirable time or at the value the Fund has placed on the investment or that a Fund may be forced to sell large amounts of securities
more quickly than it normally would in the ordinary course of business. In such a case, the sale proceeds received by a Fund may be substantially less than if the Fund had been able to sell the securities in more-orderly transactions, and the sale
price may
-153-
be substantially lower than the price previously used by the Fund to value the securities for purposes of determining the Funds NAV. In addition, if a Fund sells floating rate investments
with extended settlement times, the settlement proceeds from the sales may not be available to meet the Funds redemption obligations for a substantial period of time. If another fund or investment pool in which a Fund invests is not publicly
offered or there is no public market for its shares or accepts investments subject to certain legal restrictions, such as lock-up periods implemented by private funds, a Fund may be prohibited by the terms of its investment from selling or redeeming
its shares in the fund or pool, or may not be able to find a buyer for those shares at an acceptable price. The values of illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for a Fund to
determine a fair value of an illiquid investment than that of a more liquid comparable investment.
Loan Risk
Investments in loans are generally subject to the same risks as investments in other types of debt securities, 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 below a specified minimum level. When short-term interest rates are low, this feature could result in the interest rates of those loans becoming fixed at the applicable minimum level
until short-term interest rates rise above that level. Although this feature is intended to result in these loans yielding more than they otherwise would when short-term interest rates are low, the feature might also result in the prices of these
loans becoming more sensitive to changes in interest rates should short-term interest rates rise but remain below the applicable minimum level.
-154-
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 a Fund or cause a Fund to be unable to realize the full value of its investment in the loan, resulting in a material decline in a
Funds net asset value.
Opportunities to invest in loans or certain types of loans, such as Senior Loans, may be limited. Alternative investments
may provide lower yields and may, in a Funds Advisers view, offer less attractive investment characteristics. The limited availability of loans may be due to a number of reasons, including that direct lenders may allocate only a small
number of loans to new investors, including the Fund. There may also be fewer loans made or available that the Adviser finds attractive investment opportunities, particularly during economic downturns. Also, lenders or agents may have an incentive
to market only the least desirable loans to investors such as a Fund. If the market demand for loans increases, the availably of loans for purchase and the interest paid by borrowers may decrease.
Additional risks of investments in loans may include:
Agent/Intermediary Risk.
If a Fund holds a loan through another financial institution, or relies on another financial institution to administer the loan, a Funds receipt of principal and
interest on the loan is subject to the credit risk of the financial institution. If a Fund holds its interest in a loan through another financial institution, a Fund likely would not be able to exercise its rights directly against the borrower and
may not be able to cause the financial institution to take what it considers to be appropriate action. If a Fund relies on a financial institution to administer a loan, a Fund is subject to the risk that the financial institution 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.
Collateral Impairment Risk.
The terms of certain loans in which a Fund may invest require that collateral be maintained to support payment of the borrowers obligations under the loan. However,
the value of the
-155-
collateral may decline after a Fund invests, and the value of the collateral may not be sufficient to cover the amount owed to a Fund. In addition, a Funds interest in collateral securing a
loan may be found invalid or may be used to pay other outstanding obligations of the borrower under applicable law. In the event that a borrower defaults, a Funds access to the collateral may be limited by bankruptcy and other insolvency laws.
There is also the risk that the collateral may be difficult to liquidate, or that all or some of the collateral may be illiquid. A Fund may have to participate in legal proceedings or take possession of and manage assets that secure the
issuers obligations. This could increase a Funds operating expenses and decrease its net asset value.
Equity
Securities and Warrants.
The acquisition of equity securities may generally be incidental to a Funds purchase of a loan. A Fund may acquire equity securities as part of an instrument combining a loan and equity securities of a borrower
or its affiliates. A Fund also may acquire equity securities issued in exchange for a loan or in connection with the default and/or restructuring of a loan, including subordinated and unsecured loans, and high-yield securities. Equity securities
include common stocks, preferred stocks and securities convertible into common stock. Equity securities are subject to market risks and the risks of changes to the financial condition of the issuer, and fluctuations in value.
Highly Leveraged Transactions.
A 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 a Fund voluntarily or
involuntarily sold those types of loans, it might not receive the full value it expected.
Stressed, Distressed or Defaulted
Borrowers
.
A 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, a
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 a Fund to collect the principal and interest payments on that borrowers loans or adversely affect a Funds rights in collateral relating to a loan. If a lawsuit is
brought by creditors of a
-156-
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
is limited public information available regarding loan investments, a Fund investing in such instruments is particularly dependent on the analytical abilities of the Funds portfolio managers.
Interest Rate Benchmarks.
Interest rates on loans typically adjust periodically often based on a benchmark rate plus a premium or
spread over the benchmark rate. The benchmark rate usually is the Prime Rate, LIBOR, the Federal Reserve federal funds rate, or other base lending rates used by commercial lenders (each as defined in the applicable loan agreement).
The interest rate on Prime Rate-based loans floats daily as the Prime Rate changes, while the interest rate on LIBOR based loans is reset
periodically, typically 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 or
fixed interest rates may increase fluctuations in a Funds net asset value as a result of changes in interest rates.
-157-
Certain loans may permit the borrower to change the base lending rate during the term of the loan.
In recent years, the differential between the lower LIBOR base rates and the higher Prime Rate base rates prevailing in the commercial bank markets has widened to the point that the payments paid by borrowers with LIBOR based interest rates do not
currently compensate for the differential between the Prime Rate and the LIBOR base rates. Consequently, borrowers have increasingly selected the LIBOR-based pricing option, resulting in a yield on loans that is consistently lower than the yield
available from the Prime Rate-based pricing option. If this trend continues, it may significantly limit the ability of a Fund to achieve a net return to shareholders that approximates the average published Prime Rate of leading U.S. banks. The
Adviser cannot predict whether this trend will continue.
Restrictive Loan Covenants.
Borrowers must comply with various
restrictive covenants typically 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.
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.
A 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
-158-
own. However, the value of the collateral may decline after a 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 a 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, a 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 a Fund might not be able to realize the benefit of the assets for legal, practical or other reasons. A 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 a Fund in the event of a default of scheduled interest or principal payments.
A Fund can invest in Senior Loans that are not secured by any specific collateral of the borrower. 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.
Settlement Risk.
Transactions in many loans settle on a delayed basis, and a Fund may not receive the proceeds from the sale of a loan for a substantial period after the sale. As a result, sale
proceeds related to the sale of loans will not be available to make additional investments
-159-
or to meet a Funds redemption obligations until potentially a substantial period after the sale of the loans.
The DoubleLine Core Fixed-Income Fund and the DoubleLine Multi-Asset Growth Fund may invest in loans directly or by investing in the DoubleLine Floating Rate Fund.
Market Capitalization Risk
Stocks fall into three
broad market capitalization categories large, medium and small. A Fund that invests substantially in one of these categories carries the risk that due to current market conditions that category may be out of favor with investors.
If valuations of large capitalization companies appear to be greatly out of proportion to the valuations of small or medium capitalization companies,
investors may migrate to the stocks of small and medium-sized companies. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Larger companies also may
not be able to attain the high growth rates of successful smaller companies.
Investing in medium and small capitalization companies may involve special
risks because those companies may have narrower product lines, more limited financial resources, fewer experienced managers, dependence on a few key employees, and a more limited trading market for their stocks, as compared with larger companies. In
addition, securities of these companies are subject to the risk that, during certain periods, the liquidity of particular issuers or industries will shrink or disappear with little forewarning as a result of adverse economic or market conditions, or
adverse investor perceptions, whether or not accurate. Securities of medium and smaller capitalization issuers may therefore be subject to greater price volatility and may decline more significantly in market downturns than securities of larger
companies. Smaller and medium capitalization issuers may also require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise
have a weak financial condition, and may be susceptible to bankruptcy. Transaction costs for these investments are often higher than those of larger capitalization companies. There is typically less publicly available information about medium and
small capitalization companies.
-160-
Market Risk
Various market risks can affect the price or liquidity of an issuers securities in which a Fund may invest. Returns from the securities in which a Fund
invests may underperform returns from the various general securities markets or different asset classes. 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).
Instability in the financial markets in recent years has led the U.S. Government to take a number of unprecedented actions designed to support certain financial
institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Governmental and non-governmental issuers (notably in Europe) have defaulted on, or been forced to restructure, their
debts, and many other issuers have faced difficulties obtaining credit. These market conditions may continue, worsen or spread, including in the United States, Europe
,
and beyond. Further defaults or restructurings by governments and others
of their debt could have additional adverse effects on economies, financial markets, and asset valuations around the world. In response to the crisis, the United States and other governments and the Federal Reserve and certain foreign central banks
have taken steps to support financial markets. The withdrawal of this support, failure of efforts in response to the crisis, or investor perception that these efforts are not succeeding could negatively affect financial markets generally as well as
the values and liquidity of certain securities. Whether or not a Fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the Funds
investments may be negatively affected. Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation of the securities in which a Fund invests or the issuers of such
securities in ways that are unforeseeable. Legislation or regulation may also change the way in which a Fund or the Adviser is regulated. Such legislation, regulation, or other
-161-
government action could limit or preclude a Funds ability to achieve its investment objective and affect the Funds performance.
Mortgage-Backed Securities Risk
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 a 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 value of all mortgage-backed securities also may change because of changes in the markets perception of the creditworthiness of
the organization that issued or guarantees them. 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 a Fund as a
holder of such securities, reducing the values of those securities or in some cases rendering them worthless. The Funds also may purchase securities that are not guaranteed or subject to any credit support.
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 will generally tend to have more moderate changes in price when interest rates rise or fall, but their current yield will 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.
-162-
The residential mortgage market in the United States recently has experienced difficulties that may
adversely affect the performance and market value of certain of a Funds mortgage-related investments. Delinquencies and losses on residential mortgage loans (especially subprime and second-lien mortgage loans) generally have increased recently
and may continue to increase, and a decline in or flattening of housing values (as has recently been experienced and may continue to be experienced in many housing markets) 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. Also, a number of residential mortgage loan
originators have recently experienced serious financial difficulties or bankruptcy. Reduced investor demand for mortgage-related securities has resulted and may continue to 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 Funds. It is possible that such
limited liquidity in secondary markets could continue or worsen.
Ongoing developments in the residential mortgage market may have
additional consequences to the market for mortgage-backed securities. Delinquencies and losses generally have been increasing with respect to securitizations involving residential mortgage loans and may continue to increase as a result of the
weakening housing market and the seasoning of securitized pools of mortgage loans. Many so-called sub-prime mortgage pools are currently distressed and may be trading at significant discounts to their face value.
Additionally, mortgage lenders have adjusted their loan programs and underwriting standards, which has reduced the availability of mortgage credit
to prospective mortgagors. This has resulted in reduced availability of financing alternatives for mortgagors seeking to refinance their mortgage loans. The reduced availability of refinancing options for mortgagors has resulted in higher rates of
delinquencies, defaults and losses on mortgage loans, particularly in the case of, but not limited to, mortgagors with adjustable rate mortgage loans or interest-only mortgage loans that experience significant increases in their monthly payments
following the adjustment date or the end of the interest-only period (see Adjustable Rate Mortgages below for further discussion of adjustable rate mortgage risks). These events,
-163-
alone or in combination with each other and with deteriorating economic conditions in the general economy, may continue to contribute to higher delinquency and default rates on mortgage loans.
The tighter underwriting guidelines for residential mortgage loans, together with lower levels of home sales and reduced refinance activity, also may have contributed to a reduction in the prepayment rate for mortgage loans generally and this trend
may continue. 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.
The United States Government conservatorship of Federal Home Loan Mortgage Corporation (
Freddie Mac
) and the Federal National
Mortgage Corporation (
Fannie Mae
) in September 2008 and its ultimate resolution may adversely affect the real estate market, the value of real estate-related assets generally and markets generally.
The Federal Housing Finance Agent (
FHFA
), as conservator or receiver of Fannie Mae and Freddie Mac, has the power to repudiate
any contract entered into by Fannie Mae or Freddie Mac prior to its appointment if it determines that performance of the contract is burdensome and repudiation of the contract promotes the orderly administration of Fannie Maes or Freddie
Macs affairs. In the event the guaranty obligations of Fannie Mae or Freddie Mac are repudiated, the payments of interest to holders of Fannie Mae or Freddie Mac mortgage-backed securities would be reduced if payments on the mortgage loans
represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to
offset any shortfalls experienced by such mortgage-backed security holders.
Further, in its capacity as conservator or receiver, FHFA
has the right to transfer or sell any asset or liability of Fannie Mae or Freddie Mac without any approval, assignment or consent. If FHFA were to transfer any such guaranty obligation to another party, holders of Fannie Mae or Freddie Mac
mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
-164-
Commercial Mortgage-Backed Securities (CMBS).
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.
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 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 a 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.
Liquidity Risk of Mortgage-Backed Securities.
The liquidity of mortgage-backed securities varies by type of security; at certain
times a Fund may encounter difficulty in disposing of such investments.
-165-
Because mortgage-backed securities have the potential to be less liquid than other securities, a 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 suffered periods of illiquidity when disfavored by the market.
Collateralized Mortgage Obligations.
There are certain risks associated specifically with collateralized mortgage obligations
(
CMOs
). 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, such as those that
occurred in 1994, 2007, 2008 and 2009, 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 United States
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.
Adjustable Rate
Mortgages.
Adjustable Rate Mortgages (
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.
-166-
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 dramatically
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 Risk.
One type of stripped mortgage-backed security pays to one class all
of the interest from the mortgage assets (the interest-only, or
IO
class), while the other class will receive all of the principal (the principal-only, or
PO
class). The yield to maturity 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 a Funds yield to maturity from these securities. If
the assets underlying the IO class experience greater than anticipated prepayments of principal, a 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.
Investments in inverse floaters and similar
instruments expose a Fund to the same risks as investments in debt securities and derivatives, as well as other risks, including those associated with leverage and 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. Inverse floaters may be considered to be leveraged, including if their interest rates vary by a magnitude that exceeds the magnitude of the change in a reference rate of interest (typically a short-term interest rate). The
leverage inherent 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 a 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.
-167-
Collateralized Debt Obligations.
A Fund may invest in collateralized debt obligations
(
CDOs
), which include collateralized bond obligations (
CBOs
), collateralized loan obligations (
CLOs
) and other similarly structured securities. CBOs and CLOs are types of asset-backed
securities. A CBO is a trust which is 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 and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge management fees and administrative expenses. For both CBOs and CLOs,
the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the equity tranche which generally bears losses in connection with the first defaults, if any, on the bonds or
loans in the trust and serves to provide some measure of protection to the other, more senior tranches from defaults. A senior tranche from a CBO trust or CLO trust typically has higher ratings and lower yields than the underlying securities, and
can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO 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 CBO or CLO securities as a class. The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a 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, investments in CDOs may be characterized by a Fund as illiquid securities; however, an active dealer market may exist for CDOs
allowing a CDO to qualify under Rule 144A under the Securities Act. In addition to the normal 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 the collateral will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) that they may be subordinate to other
classes; 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 others and may produce unexpected investment results.
-168-
Non-Diversification Risk
A non-diversified Fund may invest its assets in a smaller number of issuers than may a diversified mutual fund. These Funds 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.
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 a 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 a Fund.
Portfolio Turnover Risk
The length of time a Fund has held
a particular security is not generally a consideration in investment decisions. A change in the securities held by a 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/asked 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 gains, which are generally taxable to shareholders at ordinary income rates). Such costs are not reflected in a Funds Total Annual Fund Operating Expenses set forth under Fees and Expenses but do have the effect of
reducing the Funds investment return. A Fund and its shareholders will also share in the costs and tax effects of portfolio turnover in any underlying funds in which a Fund invests.
Preferred Securities Risk
In addition to many of the risks associated with both fixed income securities
(
e.g.
, interest rate risk and credit risk) and common shares or other equity securities (see Equity Issuer Risk), preferred securities are also subject to
-169-
deferral risk. Preferred securities typically contain provisions that allow an issuer, at its discretion, to defer distributions for an extended period. Preferred securities also may contain
provisions that allow an issuer, under certain conditions, to skip (in the case of noncumulative preferred securities) dividend payments. If a 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.
Preferred securities typically 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, a Fund may not be able to reinvest the proceeds at comparable or favorable rates of return.
Preferred securities typically do not provide any voting rights, except in 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.
Prepayment Risk
Many types of debt securities, including floating rate loans and mortgage-related 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, a portion of the Funds higher yielding securities are likely to be pre-paid and the Fund will probably be unable to re-invest
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 a Fund buys those investments at
a premium, accelerated prepayments on those investments could cause a 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 certain loans and mortgage-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
-170-
change the income flows and repayment assumptions about those investments.
Price
Volatility Risk
The value of a Funds investment portfolio will change, potentially frequently and in large amounts, as the prices of its
investments go up or down. Different parts of the market and different types of securities can react differently to political or economic or other developments. Issuer, political or economic developments can affect a single issuer, multiple issuers
within an industry or economic sector or geographic region or market as a whole. Prices of some securities tend to be more volatile in the short-term. The fewer the number of issuers in which a Fund invests, the greater the potential volatility of
the Funds portfolio.
Privately-Held Companies and Private Funds Risk
Investments in privately-held companies and private funds may present greater opportunity for growth, but there are significant risks associated with these investments. Many privately-held companies and the
companies in which private funds invest may be smaller firms with less experienced management, limited product lines, undeveloped markets, limited financial resources, and a limited or no history of profits. They may also be dependent on certain key
managers and third parties, need more personnel and other resources to manage growth and require significant additional capital.
In addition, the risks
associated with investing in companies in the early stages of product development are greater than those associated with more established companies because the concepts involved are generally unproven, the companies have little or no track record,
and they are more vulnerable to competition, technological advances and changes in market and economic conditions. Since privately-held companies do not file periodic reports with the Securities and Exchange Commission (the
SEC
),
there is less publicly available information about them than about other companies.
A Fund may invest in privately-held companies and private funds
that have already received funding from other sources. There may be significant competition for these types of investments, and the economic terms that a Fund would obtain from these companies and private funds may be less favorable than if a Fund
had invested earlier. Moreover, a Funds ability to realize value from an investment in a privately-held company (or a private
-171-
funds investment in a privately-held company) may be dependent upon the successful completion of the companys IPO or the sale of the company to another company, which may not occur,
if at all, for an extended period of time.
Privately-held companies and private funds are typically illiquid and a Fund may only be able to sell
its holding in a privately-held company or private fund, if at all, at a price significantly below what the Adviser believes is its intrinsic value.
Real Estate Risk
The value of a Funds portfolio
could change in light of factors affecting the real estate industry. 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 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. REITs also are subject to cash flow dependency, defaults by borrowers, and the risk of failing to qualify for special tax treatment accorded REITs under the Code and/or to maintain
exemption from investment company status under the 1940 Act.
Reliance on the Adviser
Each Funds ability to achieve its investment objective is dependent upon the Advisers ability to identify profitable investment opportunities for the
Fund. While the portfolio managers of the Funds may have considerable experience in managing other portfolios with investment objectives, policies and strategies that are similar, the past experience of the portfolio managers, including with other
strategies and funds, does not guarantee future results for the Funds.
Securities or Sector Selection Risk
The risk that the securities held by a Fund will underperform securities held in other funds investing in similar asset classes or comparable benchmarks because of
the portfolio managers choice of securities or sectors for investment.
-172-
Short Sale Risk
A Fund may sell a security short and borrow the same security from a broker or other institution to complete the sale. A Fund may make a profit or incur a loss
depending upon whether the market price of the security decreases or increases between the date of the short sale and the date on which the Fund must replace the borrowed security. An increase in the value of a security sold short 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 sale is potentially unlimited.
Small Companies Risk
Investing in small capitalization
companies may involve special risks because those companies may have narrower product lines, more limited financial resources, fewer experienced managers, dependence on a few key employees, and a more limited trading market for their stocks, as
compared with larger companies. In addition, securities of these companies are subject to the risk that, during certain periods, the liquidity of particular issuers or industries will shrink or disappear with little forewarning as a result of
adverse economic or market conditions, or adverse investor perceptions, whether or not accurate. Securities of smaller capitalization issuers may therefore be subject to greater price volatility and may decline more significantly in market downturns
than securities of larger companies. Smaller capitalization issuers may also require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or
may otherwise have a weak financial condition, and may be susceptible to bankruptcy. Transaction costs for these investments are often higher than those of larger capitalization companies. There is typically less publicly available information about
small capitalization companies.
Tax Risk
In order to qualify as a regulated investment company under the Code, a Fund must meet requirements including regarding the source of its income. (See
Taxes below for a more detailed discussion.) Income from certain commodity-linked instruments and from direct investments in commodities is not income that meets the qualification requirements for a regulated investment company under the
Code (
qualifying income
). The tax treatment of certain other commodity-linked instruments in which a Fund might invest is not certain, in particular with respect to whether
-173-
income or gains from such instruments constitute qualifying income. Generally, any income a Fund derives from investments in instruments that do not generate qualifying income including
commodity-linked swaps and certain other commodity-linked derivatives must be limited to a maximum of 10% of the Funds annual gross income. The Multi-Asset Growth Fund has obtained a private letter ruling from the Internal Revenue Service
(
IRS
) confirming that the income and gain earned through a wholly-owned subsidiary that invests in certain types of commodity-linked derivatives constitute qualifying income. Certain ETFs and other investment pools in which a Fund
may invest might not generate qualifying income, and it may be difficult for the Fund to determine in advance the amount of non-qualifying income that would be generated by such investments. If a 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, unless it is eligible to and does pay a tax at the Fund level. If a 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.
Technology Investment Risk
Investments in technology companies, including companies in the information technology, telecommunication services, and biotechnology sectors, may
be highly volatile. Technology companies operate in markets that are characterized by: rapid change; evolving industry standards; frequent new service and product announcements, introductions, and enhancements; and changing customer demands. The
failure of a company to adapt to such changes could have a material adverse effect on the companys business, results of operations, and financial condition. In addition, the widespread adoption of new technologies or other technological
changes could require substantial expenditures by a company to modify or adapt its services or infrastructure, which could have a material adverse effect on its business, results of operations, and financial condition. Changes in prices may reflect,
for example, changes in investor evaluation of a particular product or group of products, of the prospects of a company to develop and market a particular technology successfully, or of technology investments generally. Technology companies may be
dependent on a limited management group, and turnover in management may have an adverse effect on a companys profits or viability. Technology company values may be significantly affected by intense competition, changes in consumer preferences,
challenges in achieving product compatibility, and government regulation. Securities of technology companies may experience significant price movements caused by
-174-
disproportionate investor optimism or pessimism with little or no basis in fundamental economic conditions.
The values of technology companies are also dependent on the development, protection and exploitation of intellectual property rights and other proprietary information, and the profitability of technology companies
may be affected significantly by such things as the expiration of patents or the loss of, or the inability to enforce, intellectual property rights. The research and other costs associated with developing or procuring new products or technologies
and the related intellectual property rights can be significant, and the results of such research and expenditures are unpredictable. Companies in the technology industry may also be subject to expenses and losses from extensive litigation based on
intellectual property, product liability and similar claims.
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, are not supported by the full faith and credit of the U.S. Government, and so 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 could adversely affect the Funds ability to achieve their investment objectives. On August 5, 2011, S&P lowered its long-term sovereign credit rating on
the U.S. The downgrade by S&P and other future downgrades 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
-175-
world could have significant adverse effects on the economy generally and could result in significant adverse impacts on issuers of securities held by the Funds and the Funds themselves. The
Adviser cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets or on a Funds portfolio. The Adviser may not timely anticipate or manage existing, new or additional risks, contingencies or
developments.
Portfolio Holdings Information
A description of the Funds policies and procedures with respect to the disclosure of their portfolio securities is available in the SAI. Currently, disclosure of the Funds portfolio holdings is required
by law to be made quarterly within 60 days of the end of each fiscal quarter in the annual report and semi-annual report to shareholders and in the quarterly holdings report on Form N-Q. The SAI and Form N-Q are available, free of charge, on the
EDGAR database on the SECs website at www.sec.gov.
-176-
Management of the Funds
Investment Advisers
The investment adviser to the Funds comprising DoubleLine Funds Trust is DoubleLine Capital LP, and the investment adviser for the DoubleLine Equity Funds is DoubleLine Equity LP, each of which is headquartered at
333 South Grand Avenue, Suite 1800, Los Angeles, California 90071. The Advisers are registered as investment advisers under the Investment Advisers Act of 1940, as amended. The Advisers have been investment advisers to the Funds since their
inceptions. The Advisers manage the investment portfolios and business affairs of the Funds pursuant to investment management agreements between each Trust and its Adviser.
DoubleLine Capital was co-founded by Jeffrey E. Gundlach and Philip A. Barach in December 2009. Prior to founding DoubleLine Capital, Mr. Gundlach was Chief Investment Officer of the TCW Group, Inc. (together
with its affiliates,
TCW
) and Mr. Barach was a Group Managing Director of the TCW Mortgage Group. DoubleLine Equity was founded by Mr. Gundlach, R. Brendt Stallings, and Husam Nazer in January 2013. Prior to founding
DoubleLine Equity, Mr. Stallings and Mr. Nazer were Group Managing Directors at TCW Investment Management Company, TCW Asset Management Company, and Trust Company of the West. Mr. Gundlach serves as the Chief Executive Officer and
Chief Investment Officer of DoubleLine Capital and as the Chief Executive Officer of DoubleLine Equity. The Advisers success is highly dependent upon their founders. As of June 30, 2013, DoubleLine Capital had over $57.02 billion of
assets under management, and DoubleLine Equity had approximately $11.16 million of assets under management.
Portfolio Managers
The following individuals serve as portfolio managers and are primarily responsible for the day-to-day management of the
Funds portfolios as indicated below. Please see the SAI for additional information about other accounts managed by the portfolio managers, the portfolio managers
-177-
compensation and the portfolio managers ownership of shares of the Fund(s) they manage.
|
|
|
|
|
Portfolio Manager
|
|
Length of Service
with the Funds
|
|
Business Experience During
the Past Five Years
|
Jeffrey E. Gundlach
|
|
DoubleLine Total Return Bond Fund
(
since
inception
2010)
DoubleLine Core Fixed Income Fund
(
since inception
2010)
DoubleLine Multi-Asset Growth
Fund (
since inception
2010)
|
|
Mr. Gundlach is the founder and Chief Executive Officer of the Advisers and is Chief Investment Officer of DoubleLine Capital. Mr. Gundlach has been Chief Executive Officer of DoubleLine
Capital since its inception in December 2009 and of DoubleLine Equity since its inception in 2013. Mr. Gundlachs business experience during the five years prior to founding DoubleLine Capital includes holding the following positions at TCW:
Chief Investment Officer, Group Managing Director
,
and President.
|
|
|
|
Philip A. Barach
|
|
DoubleLine Total Return Bond Fund
(
since
inception
2010)
DoubleLine Low Duration Bond Fund (
since inception
2011)
|
|
Mr. Barach is co-founder and President of DoubleLine Capital and prior to DoubleLine Capital, Mr. Barach was Co-Founder and Group Managing Director of TCW Mortgage Group where he
spent over 23 years.
|
|
|
|
Luz M. Padilla
|
|
DoubleLine Emerging Markets Fixed Income Fund
(since inception 2010)
DoubleLine Multi-Asset Growth Fund
(since inception 2010)
DoubleLine Low Duration Bond Fund (since
inception 2011)
|
|
Ms. Padilla has been a portfolio manager of DoubleLine Capital since January 2010. For the five-year period prior to joining DoubleLine Capital, Ms. Padilla was a Managing Director at
TCW.
|
-178-
|
|
|
|
|
Portfolio Manager
|
|
Length of Service
with the Funds
|
|
Business Experience During
the Past Five Years
|
Bonnie Baha
|
|
DoubleLine Multi-Asset Growth Fund
(
since
inception
2010)
DoubleLine Low Duration Bond Fund (
since inception
2011) DoubleLine Floating Rate Fund
(since inception
2013)
|
|
Ms. Baha has been a portfolio manager of DoubleLine Capital since its inception in December 2009. For the five-year period prior to joining DoubleLine Capital, Ms. Baha was a Managing
Director at TCW.
|
|
|
|
Samuel Garza
|
|
DoubleLine Multi-Asset Growth Fund
(
since
inception
2010)
|
|
Mr. Garza has been a Portfolio Manager of DoubleLine Capital since its inception in December 2009. For the five-year period prior to joining DoubleLine Capital, Mr. Garza was a Senior
Vice President at TCW.
|
|
|
|
Jeffrey J. Sherman
|
|
DoubleLine Multi-Asset Growth Fund
(
since
inception
2010)
|
|
Mr. Sherman has been a Portfolio Manager of DoubleLine Capital since September 2010. For the five-year period prior to joining DoubleLine Capital, Mr. Sherman was a Senior Vice
President at TCW.
|
|
|
|
Robert Cohen
|
|
DoubleLine Floating Rate Fund
(since inception 2013)
|
|
Mr. Cohen has been a Portfolio Manager of DoubleLine Capital since July 2012. Prior to DoubleLine Capital, he was a Senior Credit Analyst at West Gate Horizons Advisors (and its predecessor
entity, ING Capital Advisors) since 2001.
|
-179-
|
|
|
|
|
Portfolio Manager
|
|
Length of Service
with the Funds
|
|
Business Experience During
the Past Five Years
|
|
|
|
Husam Nazer
|
|
DoubleLine Equities Small Cap Growth
(
since
inception 2013
)
DoubleLine Equities Growth Fund
(
since inception 2013
)
DoubleLine Equities Technology
Fund
(
since inception 2013
)
|
|
Mr. Nazer has been a Portfolio Manager and Partner of DoubleLine Equity since January 2013. Prior to DoubleLine Equity, he was a Group Managing Director at TCW Investment Management Company,
TCW Asset Management Company, and Trust Company of the West.
|
R. Brendt Stallings
|
|
DoubleLine Equities Growth Fund
(
since
inception 2013
)
DoubleLine Equities Technology Fund
(
since inception 2013
)
|
|
Mr. Stallings has been a Portfolio Manager and Partner of DoubleLine Equity since January 2013. Prior to DoubleLine Equity, he was a Group Managing Director at TCW Investment Management
Company, TCW Asset Management Company, and Trust Company of the West.
|
Advisory Agreements
DoubleLine Funds Trust and DoubleLine Capital have entered into an Investment Advisory and Management Agreement, and DoubleLine Equity Funds and DoubleLine Equity
have entered into an Investment Management Agreement (collectively, the
Advisory Agreements
). Under the terms of the Advisory Agreements, the Trusts have employed the Advisers to manage the investment of the assets of each Fund,
to place orders for the purchase and sale of its portfolio securities, and to be responsible for overall management of the Trusts business affairs, subject to the oversight of the Boards of Trustees.
-180-
Under the Advisory Agreements, the Funds pay to the relevant Adviser as compensation for the services rendered,
facilities furnished, and expenses paid by them, fees at the following annual rates:
|
|
|
|
|
|
|
|
|
Fund
|
|
Contractual
Annual Management
Fee Rate
(As a Percentage
of the Funds
Average
Daily
Net Asset Value)
|
|
|
Actual Management Fee
Paid for the
Fiscal Year Ended
March 31, 2013
(As a
Percentage
of the Funds
Average Daily
Net Asset Value)
|
|
DoubleLine Total Return Bond Fund
|
|
|
0.40%
|
|
|
|
0.40%
|
|
DoubleLine Core Fixed Income Fund
|
|
|
0.40%
|
|
|
|
0.39%
|
|
DoubleLine Emerging Markets Fixed Income Fund
|
|
|
0.75%
|
|
|
|
0.75%
|
|
DoubleLine Multi-Asset Growth Fund
|
|
|
1.00%
|
|
|
|
0.84%
|
|
DoubleLine Low Duration Bond Fund
|
|
|
0.35%
|
|
|
|
0.29%
|
|
DoubleLine Floating Rate Fund
|
|
|
0.50%
|
|
|
|
0.00%
|
|
DoubleLine Equities Small Cap Growth Fund
|
|
|
0.90%
|
|
|
|
N/A
|
|
DoubleLine Equities Growth Fund
|
|
|
0.80%
|
|
|
|
N/A
|
|
DoubleLine Equities Technology Fund
|
|
|
0.85%
|
|
|
|
N/A
|
|
Each Adviser has agreed to waive its investment advisory fee and to reimburse other ordinary operating expenses of each
Fund listed below, as applicable, to the extent necessary to limit the ordinary operating expenses
-181-
of the Funds Class I shares to an amount not to exceed the following annual rates (based on the Class I shares average daily net assets):
|
|
|
|
|
|
|
Class I
|
|
DoubleLine Emerging Markets Fixed Income Fund
|
|
|
0.95%
|
|
DoubleLine Multi-Asset Growth Fund
|
|
|
1.20%
|
|
DoubleLine Low Duration Bond Fund
|
|
|
0.47%
|
|
DoubleLine Floating Rate Fund
|
|
|
0.75%
|
|
DoubleLine Equities Small Cap Growth Fund
|
|
|
1.15%
|
|
DoubleLine Equities Growth Fund
|
|
|
1.05%
|
|
DoubleLine Equities Technology Fund
|
|
|
1.10%
|
|
Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest
expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses. The expense limitations described in the table above are expected to apply until at least July 31, 2014, and may only be terminated sooner by vote of a Funds Board
of Trustees at any time.
Each Adviser has agreed to reduce its advisory fee to the extent of advisory fees paid to the Adviser by other investment
vehicles sponsored by the Adviser in respect of assets of the Fund invested in those other vehicles.
Fees waived or expenses reimbursed by an Adviser
may be recouped from a Fund in the three fiscal years following the fiscal year in which the fees were waived or expenses reimbursed. Any such waiver or reimbursement is subject to the review of the Funds Board of Trustees and may not cause
the Funds ordinary operating expenses to exceed the Funds expense limitation that was in place when the fees were waived or expenses reimbursed.
A discussion regarding the basis for the Board of Trustees
approval of the Advisory Agreement with respect to the DoubleLine Total Return Bond Fund, the DoubleLine Core Fixed Income Fund, the
DoubleLine Emerging Markets Fixed Income Fund, the DoubleLine Multi-Asset Growth Fund, the DoubleLine Low Duration Bond Fund, and the DoubleLine Floating Rate Fund is contained in those Funds annual reports to shareholders for the period ended
March 31, 2013. A discussion regarding the basis for the Board of Trustees approval of the Advisory Agreement with respect to the DoubleLine Equities Small Cap Growth Fund, the DoubleLine Equities Growth Fund, and the DoubleLine Equities
Technology Fund will be contained in those Funds semi-annual reports to shareholders for the period ended September 30, 2013.
-182-
Each Advisory Agreement provides that in the absence of willful misfeasance, bad faith or gross negligence on the
part of the Adviser, or reckless disregard of its obligations and duties under the Advisory Agreement, the Adviser, including its officers, directors, and partners, shall not be subject to any liability to the relevant Trust or any Fund, or to any
shareholder, officer, director, partner, or Trustee thereof, for any act or omission in the course of, or connected with, rendering services under the Advisory Agreement.
How to Buy Class I Shares
General
Information
Each Fund offers more than one class of shares. Shares of each class of a Fund represent an equal pro rata interest in that share class
of the Fund. The Class I shares are offered at their current net asset value. If you meet the initial $100,000 investment minimum for regular accounts or $5,000 for IRA accounts, you may purchase Class I shares directly from each Fund by contacting
the Funds transfer agent, or from financial intermediaries that make shares of the Funds available to their customers. The other share classes of each Fund are offered in separate Prospectuses. Please call the Funds transfer agent at
877-DLine11 (877-354-6311) to obtain more information concerning a Funds other share classes, including the Prospectuses for the other share classes.
You pay no sales charges to invest in Class I shares of a Fund. The price you pay for a Funds Class I shares is the Classs net asset value (
NAV
) per share. Your order to purchase
shares will be priced based on the next NAV calculated after your order is received in good order by the Fund. A purchase order is not in good order if the Fund does not, for example, receive all required documentation and information. In order for
you to receive the Funds share price next calculated, the Fund, the Funds transfer agent, or an authorized financial intermediary must receive your order before the close of trading on the NYSE (normally, 4:00 p.m., Eastern Time), and,
in the case of a request furnished to an authorized financial intermediary, the request must be subsequently communicated properly to the Fund. The Fixed-Income Funds are closed and unavailable for purchase and redemption on holidays when the
principal U.S. bond markets are closed, such as Columbus Day and Veterans Day. Because financial intermediaries processing times may vary, please ask your financial intermediary or plan administrator, if any, when your account will be
credited. The Fund may at its discretion reject any purchase order for Fund shares.
-183-
Payments to Financial Intermediaries
Financial intermediaries are firms that, for compensation, sell shares of mutual funds, including shares of a DoubleLine Fund, and/or provide certain
administrative, recordkeeping, and account maintenance services to mutual fund shareholders. Financial intermediaries may include, among others, brokers, financial planners or advisors, retirement plan service providers, banks, and insurance
companies. In some cases, a financial intermediary may hold its clients Fund shares in nominee or street name. Shareholder services provided by a financial intermediary may (though they will not necessarily) include, among other things:
processing and mailing trade confirmations, periodic statements, Prospectuses, annual reports, semi-annual reports, shareholder notices, and other SEC-required communications; capturing and processing tax data; issuing and mailing dividend checks to
shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated
investment plans and shareholder account registrations. The compensation paid to a financial intermediary by a Funds Adviser or the Fund in respect of these services is typically paid periodically over time, during the period when the
intermediarys clients hold investments in a Fund. The amount of continuing compensation paid to different financial intermediaries for distribution and/or shareholder services varies. In most cases, the compensation is a percentage of the
value of the financial intermediarys clients investments in the Funds. The variation in compensation may, but will not necessarily, reflect enhanced or additional services provided by the intermediary. A Fund may reimburse related
parties some or all of certain types of payments made to financial intermediaries, or may make payments directly to financial intermediaries, that provide certain administrative, recordkeeping, and account maintenance services. The amount of the
payments made by the Funds is reviewed by the Trustees periodically.
An Adviser, at its own expense and out of its own assets, also may provide other
compensation to financial intermediaries in connection with sales of a Funds shares. Such compensation may include, but is not limited to, financial assistance to financial intermediaries in connection with conferences, sales, or training
programs for their employees; business building programs and seminars or informational meetings for the public; advertising or sales campaigns; or other financial intermediary-sponsored special events, including support in respect of marketing
materials. In some instances, this compensation may be made available only to certain financial intermediaries whose representatives have sold or are expected to
-184-
sell significant amounts of Fund shares. Dealers may not use sales of the Funds shares to qualify for this compensation to the extent prohibited by the laws or rules of any state or any
self-regulatory agency, such as the Financial Industry Regulatory Authority.
The amount of payments made to different financial intermediaries may not
be the same. These payments may provide incentives for such intermediaries to make shares of the Funds available to their customers, and may allow the Funds greater access to such intermediaries and their customers than would be the case if no
payments were made. Such access advantages include, but are not limited to, placement of the Funds on a list of mutual funds offered as investment options to the financial intermediarys customers (sometimes referred to as
Shelf
Space
); access to the financial intermediarys registered representatives; and/or the ability to assist in training and educating the financial intermediarys registered representatives.
Although the amount of such payments may be more or less, payments made by an Adviser from its own assets to a financial intermediary that is compensated based on
its customers assets are typically made at an annual rate that ranges between 0.05% and 0.10% of the intermediarys customers assets invested in the Funds.
If payments to financial intermediaries in respect of a particular mutual fund complex exceed payments made by other mutual fund complexes, your financial advisor and the financial intermediary employing him or her
may have an incentive to recommend that fund complex over others. Please speak with your financial advisor to learn more about the total amounts paid to your financial advisor and his or her firm in respect of shares of the Funds and by sponsors of
other mutual funds he or she may recommend to you. You should also consult disclosures made by your financial intermediary at the time of purchase.
Calculation of NAV
The NAV of each class of a Fund is calculated as of the
close of trading on the NYSE (usually, 4:00 p.m., Eastern time) every day the exchange is open, except for shares of the Fixed-Income Funds, which are also not priced or available for purchase or redemption on holidays when the principal U.S. bond
markets are closed, such as Columbus Day and Veterans Day. A share classs NAV is determined by adding the value of a Funds securities, cash and other assets attributable to that class, subtracting all of a Funds expenses and
liabilities attributable to that class, and then dividing by the
-185-
total number of shares outstanding for that class of a Fund (assets-liabilities/# of shares = NAV). A Funds investments for which market quotations are readily available are valued based on
market value. Equity securities are typically valued at the last reported sales price on the principal exchange or market on which they are traded or, if there were no sales that day, based on one or more quotes obtained from a quotation reporting
system, established market makers, or independent pricing services. Securities traded on the NASDAQ Stock Market, LLC (
NASDAQ
) are generally valued at the NASDAQ official closing price, which may not be the last sales price. If
the NASDAQ official closing price is not available for a security, that security will generally be valued using the last reported sales price or, if no sales are reported, based on one or more quotes obtained from a quotation reporting system,
established market makers, or independent pricing services. Market values for domestic and foreign fixed income securities are normally determined on the basis of valuations provided by independent pricing services. Prices obtained from independent
pricing services use various observable inputs, including, but not limited to, information provided by broker-dealers, pricing formulas, such as dividend discount models, option valuation formulas, estimates of market values obtained from yield data
relating to investments or securities with similar characteristics and discounted cash flow models that might be applicable. If a market quotation for a security is unavailable or deemed to be an unreliable indicator of current market value, a Fund
will seek to obtain a broker quote from an external data vendor or directly from broker-dealers. Certain fixed income securities purchased on a delayed delivery basis are marked to market daily until settlement at the forward settlement date.
Short-term investments having a maturity of 60 days or less are generally valued at amortized cost; however, securities with a demand feature exercisable within seven days are generally valued at par. Exchange traded options, futures and options on
futures are valued at the settlement price determined by the relevant exchange. A Fund will generally value its investments in other investment companies and private funds, such as hedge funds, at their reported net asset values, to the extent
available.
Investments initially valued in currencies other than the U.S. dollar are converted to the U.S. dollar using exchange rates obtained from
pricing services at the time a Fund calculates its NAV. As a result, the NAV of a Funds shares may be affected by changes in the values of currencies in relation to the U.S. dollar. The values of securities traded in markets outside the United
States or denominated in currencies other than the U.S. dollar may change significantly on a day when the NYSE is, and, in the case of the Fixed-Income Funds, the principal U.S. bond markets are, closed without an investor being able to purchase,
redeem or exchange shares.
-186-
If market or broker-dealer quotations are unavailable or deemed unreliable for a security or if a securitys
value may have been materially affected by events occurring after the close of a securities market on which the security principally trades but before a Fund calculates its NAV, a Fund may, in accordance with procedures adopted by the Board of
Trustees, attempt to assign a value to the security. This fair value may be higher or lower than any available market price or quotation for such security and, because this process necessarily depends upon judgment, this value also may vary from
valuations determined by other funds using their own valuation procedures. While the Funds use of fair value pricing is intended to result in calculation of an NAV that fairly reflects security values as of the time of pricing, the Funds
cannot guarantee that any fair value price will, in fact, approximate the amount a Fund would actually realize upon the sale of the securities in question.
The values of a Funds investments in foreign securities may be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities between the times at
which the trading in those securities is substantially completed each day and the close of the NYSE.
Verification of Identity
To help the government fight the funding of terrorism and money laundering activities, federal law requires that investment companies such as the Trusts obtain, verify, and record information that identifies each
person who opens an account. What this means for you is that when you open an account directly with a Trust, the Trusts transfer agent will ask you for your name, address, date of birth, taxpayer identification number and permanent street
address. Mailing addresses containing only a P.O. Box will not be accepted (though an APO or FPO box number can be used by active duty military personnel). The transfer agent also may ask to see your drivers license or other identification
documents, and may consult third-party databases to help verify your identity.
The Funds are required by law to reject your new account
application if you do not provide the required identifying information. The relevant Fund will attempt to collect any missing information required on the application by contacting you, or if applicable, your broker. If a Fund is unable to obtain
this information within a timeframe established by the transfer agent in its sole discretion (for example, 72 hours), which may change from time to time, your application will be rejected. With respect to opened accounts, the Funds reserve the right
to close your account at the then-current days NAV
-187-
and remit proceeds to you via check if it is unable to verify your identity. The Funds will attempt to verify your identity within a timeframe established at its sole discretion (for example, 96
hours), which may change from time to time. If you are purchasing shares of the Funds through a financial intermediary, check with the financial intermediary for details concerning these requirements.
Minimum Investments for Class I Shares
The minimum investment requirements for initial and subsequent investment in Class I shares of the Funds are as follows:
|
|
|
|
|
|
|
|
|
Type of Account
|
|
Minimum Initial
Investment
|
|
|
Subsequent
Investments*
|
|
Regular
|
|
|
$100,000
|
|
|
|
$100
|
|
Individual Retirement Account
|
|
|
$5,000
|
|
|
|
$100
|
|
*
|
A $100 minimum subsequent purchase amount applies for automatic investment plans.
|
The minimum initial and subsequent investment amounts may be modified for certain financial intermediaries that submit trades on behalf of underlying investors. The minimum initial and subsequent purchase amounts
may be reduced or waived by the Funds distributor, the Funds Adviser, or the relevant Trust for specific investors or types of investors, including, without limitation, employee benefit plans, retirement plans, a financial intermediary
authorized to sell shares of the Funds, employees of the Adviser and their family members, the Advisers affiliates, employees of the Advisers affiliates and their family members; investment advisory clients of the Adviser; and current or
former Trustees of the Trust and their family members. A persons family members include a persons spouse or life partner and other members of the persons immediate family, including step and adoptive relationships. Certain
intermediaries also may have investment minimums, which may differ from the Funds minimums, and may be waived at the intermediaries discretion. Each Trust reserves the right to change the minimum investment amounts without prior notice.
Each Trust may suspend the offering of its shares for any period of time.
If your non-retirement account in a Fund falls below the minimum investment necessary to open the particular type of account as a result of redemptions and or exchanges for six months or more, the relevant Trust
may close your account and send you the proceeds upon 60 days written notice.
-188-
New Account Form
If you are making your initial investment in a Fund and need a New Account Form or need help completing the New Account Form, please contact the transfer agent at
877-DLine11 (877-354-6311) or speak with your representative at your financial intermediary.
Purchase by
Mail
You may purchase shares by sending a check made payable to [Name of Trust], together with a completed New Account Form in the
case of an initial investment, to:
Via Regular Mail
DoubleLine Funds
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
Via Express, Registered or Certified Mail
DoubleLine Funds
c/o U.S. Bancorp Fund Services, LLC
615 E. Michigan Street, 3rd
Floor
Milwaukee, WI 53202
Subsequent investments
should be accompanied by the stub that is attached to your account statement that you receive after each transaction or a note specifying the Fund name, your account number, and the name(s) your account is registered in.
You also may purchase additional shares of a Fund by calling
877-DLine11 (877-354-6311).
If you elected this option on
your account application, and your account has been open for at least 15 days, telephone orders will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (
ACH
) network. You must
have banking information established on your account prior to making this purchase. If your order is accepted prior to 4:00 p.m. Eastern time, your shares will be purchased at the NAV calculated on that day.
All investments must be in U.S. dollars drawn on domestic banks.
The Funds will not accept cash, money orders, checks drawn on banks outside the
U.S.,
travelers checks, bank checks, drafts, cashiers checks in amounts less
-189-
than $10,000
,
or credit card checks.
Third-party checks, except those payable to an existing shareholder, will not be accepted. In addition, the Funds will not accept post-dated
checks, post-dated on-line checks
,
or any conditional order or payment.
If your check does not clear, you will be responsible for any loss a Fund incurs. You also will be charged $25 for every check returned unpaid.
The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposits in the mail or with such services,
or receipt at U.S. Bancorp Fund Services, LLC post office box, of purchase orders or redemption requests does not constitute receipt by the transfer agent of a Fund.
Additionally, shares of the Funds have not been registered for sale outside of the United States. The Funds generally do not sell shares to investors residing outside of the United States even if they are United
States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.
Purchase by Wire
If you are making your first investment in the Funds, before you wire funds, the transfer agent must have a completed account
application. You may mail or overnight deliver your account application to the transfer agent. Upon receipt of your completed account application, the transfer agent will establish an account for you. The account number assigned will be required as
part of the instruction that should be provided to your bank to send the wire. Your bank must include both the name of the Fund you are purchasing, the account number, and your name so that monies can be correctly applied.
U.S. Bank N.A.
777 E. Wisconsin Street
Milwaukee, WI 53202
ABA No. 075000022
Credit: U.S. Bancorp Fund Services, LLC
Account
No. 112-952-137
Further Credit: DoubleLine Funds [Name of Fund]
(Shareholder Account Number, Shareholder Name)
Before sending your fed wire, please call the transfer agent at
877-DLine11 (877-354-6311)
to advise them of the wire. This will ensure prompt and accurate credit to your account upon receipt of the fed wire.
-190-
Wired funds must be received prior to 4:00 p.m., Eastern time to be eligible for same day pricing. The Funds and U.S.
Bank N.A. are not responsible for the consequences of delays resulting from the banking or Federal Reserve wire system or from incomplete wiring instructions.
Automatic Investment Plan
Once your account has been opened with the initial
minimum investment you may make additional purchases at regular intervals through the Automatic Investment Plan (
AIP
). The AIP provides a convenient method to have monies deducted from your bank account for investment into a Fund
(if your AIP falls on a weekend or holiday, it will be processed on the following business day). In order to participate in the AIP each purchase must be in the amount of $100 or more and your financial institution must be a member of the ACH
network. If your financial institution rejects your payment, the Funds transfer agent will charge a $25 fee to your Fund account. To begin participating in the AIP, please complete the AIP section on the account application or call the
Funds transfer agent at
877-DLine11 (877-354-6311).
Any request to change or terminate your AIP should be submitted to the transfer agent at least five business days prior to the effective date of
the next transaction.
Purchases Through an Authorized Third Party
You may buy a Funds shares through certain broker-dealers and financial intermediaries. If purchases of a Funds shares are arranged and settlement is
made at an investors election through a registered broker-dealer, other than the Funds distributor, that broker-dealer may, at its discretion, charge a fee for that service. From time to time, shares of a Fund may only be available from
a single broker-dealer or a limited number of broker-dealers, which may limit a Funds ability to attract assets.
How to Redeem Shares
General Information
You may redeem shares on any day the Funds and the NYSE are open, except for shares of the Fixed-Income Funds, which are also not available for redemption on
holidays when the principal U.S. bond markets are closed, such as Columbus Day and Veterans Day. Your shares will be redeemed at the next NAV calculated after your order is received by a Fund in good order.
-191-
If you paid for your shares by check or other means, a Fund will not send you your redemption proceeds until the
check you used to pay for the shares has cleared or payment for those shares has otherwise been received. In addition, to the extent permitted under applicable SEC rules, a Fund may delay sending out redemption proceeds for up to seven days
(generally only applies in cases of very large redemptions, excessive trading or during unusual market conditions). In case of emergencies or when trading on the NYSE is restricted, the Fund may suspend redemptions or postpone payment for more than
seven days, as permitted by law.
Redemptions by Mail
You may sell shares by writing a letter that includes:
|
|
your name(s) and signature(s) as they appear on the account form
|
|
|
the dollar amount you want to redeem
|
|
|
how and where to send the proceeds
|
Mail your
letter of instruction to:
Via Regular Mail
DoubleLine Funds
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
Via Express, Registered or Certified Mail
DoubleLine Funds
c/o U.S. Bancorp Fund Services, LLC
615 E. Michigan Street, 3rd
Floor
Milwaukee, WI 53202
Your letter of instruction
must be accompanied by a signature guarantee or other documentation, if required (see Signature Guarantees below).
-192-
Signature Guarantees
Some circumstances require written redemption orders, along with signature guarantees. These include:
|
|
amounts in excess of $100,000;
|
|
|
if a check for the proceeds has been requested;
|
|
|
if a change of address request has been received by the transfer agent within the last 30 days;
|
|
|
when redemption proceeds are to be sent or payable to any person, address or bank account not on record; or
|
|
|
if ownership is being changed on your account.
|
The Funds and/or the transfer agent may require a signature guarantee or other acceptable signature authentication in other instances based on the circumstances relative to the particular situation. The Funds
reserve the right to waive any signature requirement at their discretion.
A signature guarantee
helps protect against fraud. You can obtain
one from most banks, securities dealers, credit unions or savings associations but not from a notary public. Please call 877-DLine11 (877-354-6311) to ensure that your signature guarantee will be processed correctly.
Non-financial transactions including establishing or modifying certain services on an account may require a signature guarantee, signature verification from a
Signature Verification Program member, or other acceptable form of authentication from a financial institution source.
Redemptions by Telephone
You may redeem shares by telephone request unless you have declined to have this option. You may have a check sent to
the address of record, proceeds may be wired to your predetermined bank account, or funds may be sent via electronic funds transfer through the ACH network using the bank instructions previously established on your account. Redemption proceeds will
typically be sent on the business day following your redemption. Wires are subject to a $15 fee. There is no charge to have proceeds sent via ACH and proceeds are typically credited to your bank within two to three days after redemption. Except as
noted above under General Information, proceeds will be processed within seven calendar days after the Fund receives your redemption request. Call the transfer
-193-
agent at 877-DLine11 (877-354-6311) to request your transaction. Telephone redemption requests must be for a minimum of $100.
By establishing telephone redemption, you authorize the Funds transfer agent to act upon telephone instructions. Before executing an instruction received by telephone, the Funds transfer agent will use
reasonable procedures to seek to confirm that telephone instructions are genuine. These procedures will include recording the telephone call and asking the caller for a form of personal identification. If an account has more than one owner or
authorized person, the Fund will accept telephone instructions from any one owner or authorized person. Once a telephone transaction has been placed, it cannot be canceled or modified.
Telephone trades must be received by or prior to market close. During periods of high market activity, shareholders may encounter higher than usual call waits. Please allow sufficient time to place your telephone
transaction.
Systematic Withdrawal Plan
As another convenience, you may redeem shares through the systematic withdrawal plan. Call 877-DLine11 (877-354-6311) to request a form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.
Under the plan, you may choose to receive a specified dollar amount generated from the redemption of shares in your
account. In order to participate in the plan, your account balance must be at least $10,000 and there must be a minimum withdrawal of $500. If you elect this redemption method, the Funds will send a check to your address of record, or will send the
payment via electronic funds transfer through the ACH network, directly to your bank account. For payment through the ACH network, your bank must be an ACH member and your bank account information must be on file with the Fund. The plan may be
terminated by the Funds at any time.
You may elect to terminate your participation in the plan at any time by contacting the transfer agent five
days prior to the effective date.
To reach the transfer agent, U.S. Bancorp Fund Services, LLC, call toll free in the U.S.
877-DLine11 (877-354-6311)
Outside the U.S.
213-633-8200 (collect)
-194-
Redemptions Through Your Financial Intermediary or Other Authorized
Third Party
You may redeem Class I shares through certain broker-dealers and financial intermediaries. If redemptions of a Funds shares are
arranged and settlement is made at an investors election through a registered broker-dealer, other than the Funds distributor, that broker-dealer may, at its discretion, charge a fee for that service.
You may sell your shares of a Fund back to the Fund through your financial intermediary on any day the NYSE and the Fund are open, except for shares of the
Fixed-Income Funds, which are also not available for redemption on holidays when the principal U.S. bond markets are closed, such as Columbus Day and Veterans Day. The financial intermediary may charge you a fee for its services. Redemption requests
will be priced at the NAV next determined after they are received by the Fund in good order. In order for you to receive the Funds NAV determined on a business day when shares may be redeemed, an authorized financial intermediary must receive
your redemption request in good order before the close of trading on the NYSE (normally, 4:00 p.m., Eastern Time), and the authorized financial intermediary must subsequently communicate the request properly to the Fund. Please contact your
financial intermediary for instructions on how to place redemption requests. Because financial intermediaries processing times may vary, please ask your financial intermediary when your account will be debited. A redemption request is in good
order if it includes the exact name in which the shares are registered, the investors account number, and the number of shares or the dollar amount of shares to be redeemed, and, for written requests, if it is signed in accordance with the
account registration, although in certain circumstances you may need to submit additional documentation to redeem your shares. A signature guarantee is required of all account holders for any redemption request in excess of $100,000 or if a check
for the proceeds has been requested. Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations,
as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program (
STAMP
). A notary public is not an acceptable signature guarantor. Investors should check
with their Financial Intermediary to determine if it is subject to these arrangements.
If you redeem shares through your financial intermediary,
your financial intermediary is responsible for ensuring that the Funds transfer agent
-195-
receives your redemption request in proper form. If your financial intermediary receives Federal Reserve wires, you may instruct that your redemption proceeds be forwarded by wire to your account
with it; you also may instruct that your redemption proceeds be forwarded to you by a wire transfer. Please indicate your financial intermediarys or your own complete wiring instructions. Your financial intermediary may charge you separately
for this service.
Redemption in Kind
The Trusts also reserve the right to honor redemption requests in kind (
i.e.
, payment in portfolio securities rather than cash). If your shares are redeemed
in kind you will incur transaction costs upon disposition of the securities received in the distribution.
Other Account Policies
Trading Limits
Frequent trading activity by Fund shareholders can reduce a Funds long-term performance in a variety of ways, including as a result of increased trading and
transaction costs, disruption to a Funds stated portfolio management strategy, and the need to maintain an elevated cash position to meet redemptions (and lost opportunity costs as a result thereof) and forced liquidations. In addition,
certain short-term trading activities that attempt to take advantage of inefficiencies in the valuation of a Funds securities holdings may dilute the interests of the remaining shareholders and result in unwanted distributions of taxable
capital gains to fund shareholders.
Accordingly, the Boards of Trustees have adopted policies and procedures that are designed to discourage
frequent purchases and redemptions of Fund shares by Fund shareholders. These policies and procedures include:
Trading Limit
Policies for All Funds
|
|
|
Each Fund may reject any purchase order for any reason and without prior notice. A Fund or a Funds transfer agent may reject a purchase order of any
investor or group of investors or person acting on behalf of any investor or investors, whose pattern of trading or transaction history involves, in the opinion of the Funds Adviser or the Funds transfer agent, actual or potential harm
to the Fund.
|
-196-
Additional Trading Limit Policies for the DoubleLine Total Return Bond Fund, the DoubleLine
Core Fixed Income Fund, the DoubleLine Emerging Markets Fixed Income Fund, the DoubleLine Low Duration Bond Fund, the DoubleLine Equities Small Cap Growth Fund, the DoubleLine Equities Growth Fund, and the DoubleLine Equities Technology Fund
|
|
|
The reservation by the Trusts of the right to prohibit any acquisition of a Funds shares (through either a purchase or exchange from another Fund) in any
rolling one-year period in which the acquirer has previously completed four round trip transactions in the Fund. For this purpose, a round trip transaction consists of the acquisition of shares of a particular Fund (through either a purchase or
exchange from another Fund) and the subsequent redemption of shares of that Fund (through either a sale or an exchange into another Fund). These limits on round trip transactions do not, however, limit a shareholders right to redeem their
shares.
|
|
|
|
Exchanges out of a Fund within a 15-day period from the last purchase or exchange into the same Fund are monitored.
|
|
|
|
Redemptions out of a Fund within a 15-day period following a purchase may result in future purchases into the Fund being barred.
|
Exceptions to these trading limits must be approved by a Funds President or designee and reported to the Board of Trustees on a quarterly basis.
These restrictions do not necessarily apply to asset allocation programs (including mutual funds that invest in other mutual funds for asset allocation
purposes, and not for short-term trading) and (except to the extent noted in the next paragraph) do not apply to omnibus accounts,
i.e.
, accounts on behalf of multiple, undisclosed investors, maintained by brokers and other financial
intermediaries (including 401(k) or other group retirement accounts), and to involuntary transactions and automatic investment programs, such as dividend reinvestment, or transactions pursuant to a Funds systematic investment or withdrawal
program. The Funds may also waive these restrictions on terms acceptable to the Funds and the Adviser, including in connection with investments by financial institutions related to obligations the financial institutions may have to third parties.
The limitations and monitoring activities described above may not be applied to transactions involving amounts below certain thresholds if the
-197-
Adviser determines such transactions are unlikely to affect the efficient management of a Funds portfolio.
While intermediaries, such as brokers, that maintain omnibus accounts may be required to or may voluntarily impose restrictions on the trading activity of accounts traded through those intermediaries, a Funds
ability to impose restrictions with respect to accounts traded through particular intermediaries may vary depending on the systems original capabilities, applicable contractual and legal restrictions, and cooperation of those intermediaries.
Moreover, the Funds cannot always identify or reasonably detect excessive trading through omnibus accounts or accounts otherwise facilitated by financial intermediaries that transmit purchase, exchange and redemption orders to a Fund, and thus a
Fund may have difficulty curtailing such activity.
The Trusts and the Advisers may rely on the Funds service providers, including the Funds
transfer agent and/or administrator, to monitor for abusive short-term trading activities.
Redemption Fees (DoubleLine Multi-Asset
Growth Fund and DoubleLine Floating Rate Fund only)
The DoubleLine Multi-Asset Growth Fund and DoubleLine Floating Rate Fund impose redemption
fees. Redemption fees are paid to and retained by each Fund to help offset, at least in part, portfolio transaction costs and other related costs directly and indirectly incurred by the Fund as a result of a redemption of shares made within 90 days
of purchase by allocating some of those costs to the redeeming shareholder. Each Fund will apply a redemption fee equal to 1% of the value of any shares redeemed within 90 days of purchase. To the extent that the redemption fee applies, the
price you will receive when you redeem your shares of the Fund is the net asset value next determined after receipt of your redemption request in good order, minus the redemption fee. The Adviser may impose a new redemption fee for the Fund or
modify the existing fee at any time.
Each of DoubleLine Multi-Asset Growth Fund and DoubleLine Floating Rate Fund permits exceptions to the redemption
fee policy for the following transactions: (i) to the extent the exception is requested by a financial intermediary and the intermediary agrees to administer the exception uniformly among similarly-affected clients, redemptions or exchanges by
discretionary asset allocation or wrap programs (
wrap programs
) that are initiated by the sponsor of the program as part of a periodic rebalancing, provided that such rebalancing occurs no more frequently
-198-
than quarterly, or, if more frequent, was the result of an extraordinary change in the management or operation of the wrap program leading to a revised investment model that is applied across all
applicable accounts in the wrap program; (ii) to the extent the exception is requested by a financial intermediary and the intermediary agrees to administer the exception uniformly among similarly-affected clients, redemptions or exchanges by a
wrap program that are made as a result of a full withdrawal from the wrap program or as part of a systematic withdrawal plan; (iii) to the extent the exception is requested by a financial intermediary and the intermediary agrees to administer
the exception uniformly among similarly-affected clients, the following transactions in participant-directed retirement plans: (A) where the shares being redeemed were purchased with new contributions to the plan (for example, payroll
contributions, employer contributions, and loan repayments); (B) redemptions made in connection with taking out a loan from the plan; (C) redemptions in connection with death, disability, hardship withdrawals, or Qualified Domestic
Relations Orders; (iv) redemptions made as part of a systematic withdrawal plan; (v) redemptions made by a defined contribution plan in connection with a termination or restructuring of the plan; (vi) redemptions made in connection
with a participants termination of employment; (vii) redemptions made as part of a periodic rebalancing under an asset allocation model; (viii) involuntary redemptions, such as those resulting from a shareholders failure to
maintain a minimum investment in the Fund; (ix) redemptions of shares acquired through the reinvestment of dividends or distributions paid by the Fund; (x) redemptions and exchanges effected by other mutual funds (for example, funds of
funds) that are sponsored by DoubleLine Capital or its affiliates; (xi) to the extent the Fund is used as a qualified default investment alternative under the Employee Retirement Income Security Act of 1974 for certain 401(k) plans; and
(xii) otherwise as the officers of DoubleLine Capital or DoubleLine Funds Trust may determine is appropriate after consideration of the purpose of the transaction and the potential impact to the Fund.
The application of the redemption fee and exceptions may vary among intermediaries, and certain intermediaries may not apply the exceptions listed above. If you
purchase or sell fund shares through an intermediary, you should contact your intermediary for more information on whether the redemption fee will be applied to redemptions of your shares.
Please refer to the Shareholder Fees table under the caption Fees and Expenses for the Fund for details regarding the redemption fee
charged by the DoubleLine Multi-Asset Growth Fund and the DoubleLine Floating Rate Fund.
-199-
Exchange Privilege
You can exchange your Class I shares in a Fund for Class I shares in another DoubleLine Fund (if available). Any exchange is subject to the same minimums as an initial or subsequent investment, as applicable. You
can request your exchange in writing or by calling the transfer agent at
877-DLine11
(877-354-6311). Be sure to read the current Prospectus for the Fund into which you are exchanging. Exchanges may only be
made on days when both affected Funds are open for business. Any new account established through an exchange will have the same registration as the account from which you are exchanging and will have the same privileges as your original account (as
long as they are available). In addition, the Trusts reserve the right to change or discontinue its exchange privilege, or temporarily suspend this privilege during unusual market conditions, to the extent permitted under applicable SEC rules.
Conversion of Shares Between Classes
From time to time, the Funds may authorize the conversion of shares of one class to another share class, provided that the shares of the other class are eligible for sale in the owners state of residence and
all other applicable terms and conditions are met. Further information about conversion of shares between classes may be found in the SAI.
Notice Regarding Delivery of Fund Documents
You will receive periodic mailings
regarding the Funds in which you invest. In order to reduce the volume of mail you receive, only one copy of each mailing (including, for example, fund Prospectuses) may be sent to an address shared by two or more accounts or to shareholders we
reasonably believe are from the same family or household. If you would like to receive one copy of a mailing for each account, please call
877-DLine11 (877-354-6311)
to request individual copies of these documents. You must submit a written request to receive
individual copies of a Prospectus or shareholder report. It may take up to thirty days to process your request.
Unclaimed Property
Your mutual fund account may be transferred to your state of residence if no activity occurs within your account during the
inactivity period specified in your states abandoned property laws.
-200-
Cost Basis Reporting
When you redeem or exchange Fund shares, the Fund or, if you purchase your shares through a financial intermediary, your financial intermediary generally is
required to report to you and the IRS on an IRS Form 1099-B cost-basis information with respect to those shares, as well as information about whether any gain or loss on your redemption or exchange is short- or long-term and whether any loss is
disallowed under the wash sale rules. This reporting requirement is effective for Fund shares acquired by you (including through dividend reinvestment) on or after January 1, 2012, when you subsequently redeem or exchange those
shares. Such reporting generally is not required for shares held in a retirement or other tax-advantaged account. Cost basis is typically the price you pay for your shares (including reinvested dividends), with adjustments for certain commissions,
wash-sales, organizational actions, and other items, including any returns of capital paid to you by the Fund in respect of your shares. Cost basis is used to determine your net gains and losses on any shares you redeem or exchange in a taxable
account.
A Fund or your financial intermediary, as applicable, will permit you to select from a list of alternative cost basis reporting methods to
determine your cost basis in Fund shares acquired on or after January 1, 2012. If you do not select a particular cost basis reporting method, the Fund or financial intermediary will apply its default cost basis reporting method to your shares.
If you hold your shares directly in a Fund account, the Funds default method (or the method you have selected by notifying the Fund) will apply; if you hold your shares in an account with a financial intermediary, the intermediarys
default method (or the method you have selected by notifying the intermediary) will apply. Please contact the Funds at
877-DLine11
(877-354-6311) or consult your financial intermediary, as appropriate, for
more information on the available methods for cost basis reporting and how to select or change a particular method. You should consult your tax advisor concerning the application of these rules to your investment in a Fund, and to determine which
available cost basis method is best for you. Please note that you are responsible for calculating and reporting your cost basis in Fund shares acquired prior to January 1, 2012 as this information will not be reported to you by the Fund and may
not be reported to you by your financial intermediary.
-201-
Distributions
The amount of distributions of net investment income and of net realized long- and short-term capital gains payable to Class I shareholders will be determined
separately for each Fund class. Dividends of the net investment income of each Fund, if any, will be declared and paid monthly, except for the DoubleLine Multi-Asset Growth Fund, which will declare and pay dividends of net investment income
quarterly, and the DoubleLine Equities Small Cap Growth Fund, the DoubleLine Equities Growth Fund and the DoubleLine Equities Technology Fund, which will declare and pay dividends at least annually. Each Fund will distribute net realized short-term
capital gains and net realized long-term capital gains, if any, at least annually. Your distributions will be reinvested in the relevant Fund unless you instruct that Fund otherwise. You may change your distribution election in writing or by
telephone. Any change should be submitted at least five days prior to the next distribution. A Fund does not charge any fees or sales loads on shares purchased through the automatic reinvestment of distributions. You may request that distributions
be paid by check. If you elect to receive distributions of net investment income and/or capital gains paid in cash and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, the relevant Fund reserves the
right to reinvest the distribution check in your account at that Funds then current net asset value and will reinvest all subsequent distributions until instructed otherwise.
Taxes
This
section provides a summary of certain U.S. federal income tax considerations relevant to an investment in a Fund; it is not intended to be a full discussion of tax laws and the effects of such laws on you, or to address all aspects of taxation that
may apply to specific types of shareholders such as foreign persons. Furthermore, this discussion is based on the provisions of the Code that are in effect as of the date of this Prospectus, which provisions are subject to change, including
retroactively. There may be other federal, state, or local tax considerations applicable to a particular investor. You are urged to consult your own tax advisor regarding your investment in a Fund (including the status of your distributions from the
Fund). Additional tax information may be found in the SAI.
Taxes on dividends and distributions.
For U.S. federal income tax purposes,
distributions of investment income are generally taxable to you as ordinary income. Taxes on distributions of capital gains are determined
-202-
by how long a Fund owned the investments that generated the gains, rather than how long you have owned your shares. Distributions that a Fund properly reports to you as gains from investments
that the Fund owned for more than one year are generally treated as long-term capital gains includible in your net capital gain and taxed to individuals at reduced rates. Distributions of gains from investments that the Fund owned for one year or
less and gains on the sale of or payments on bonds characterized as having market discount are generally taxable to you as ordinary income. Distributions of investment income that a Fund properly reports to you as derived from qualified dividend
income are taxed in the hands of individuals at the reduced rates applicable to net capital gains, provided holding period and other requirements are met at both the shareholder and Fund level. The DoubleLine Total Return Bond Fund, the DoubleLine
Core Fixed Income Fund, the DoubleLine Emerging Markets Fixed Income Fund, the DoubleLine Low Duration Bond Fund, and the DoubleLine Floating Rate Fund do not expect a significant portion of their distributions to derive from qualified dividend
income.
A 3.8% Medicare contribution tax is imposed on the net investment income of individuals, estates and trusts whose income exceeds
certain threshold amounts. Net investment income generally includes for this purpose dividends paid by a Fund, including any capital gain dividends, and net capital gains recognized on the sale, redemption or exchange of shares of a Fund.
Shareholders are advised to consult their tax advisors regarding the possible implications of this tax on their investment in a Fund.
Distributions are taxable to you even if they are paid from income or gains earned by a Fund before your investment (and thus were included in the price you paid).
Distributions are taxable in the manner described herein whether you receive them in cash or reinvest them in additional shares.
Distributions by a
Fund to retirement plans and other tax-advantaged accounts that qualify for tax-exempt treatment under federal income tax laws generally will not be taxable. Special tax rules apply to investments through such plans and/or accounts. You should
consult your tax advisor to determine the suitability of the Fund as an investment through such a plan and/or account and the tax treatment of distributions (including distributions of amounts attributable to an investment in a Fund) from such a
plan and/or account.
A Funds investment in certain debt obligations, hedging transactions and derivatives can cause the Fund to recognize taxable
income in excess of the cash generated by such obligations. Thus, a Fund could be required at
-203-
times to liquidate investments, including at times when it may not be advantageous to do so, in order to satisfy its distribution requirements (see Tax Status of the Funds below).
Such dispositions could result in realization of capital gains, including short-term capital gains generally taxable to shareholders at ordinary income rates when distributed to them.
Absent a specific statutory exemption, dividends (other than capital gain dividends) paid to a shareholder that is not a U.S. person within the meaning of the Code (a
foreign person
)
are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). For taxable years of a Fund beginning before January 1, 2014, the Fund is not required to withhold any amounts with respect to
distributions made to foreign persons of certain U.S.-source interest income (
interest-related dividends
) and net short-term capital gains in excess of long-term capital losses (
short-term capital gain
dividends
), to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders. It is currently unclear whether Congress will extend these exemptions for interest-related dividends and short-term
capital gain dividends with respect to taxable years of a Fund beginning on or after January 1, 2014, or what the terms of such an extension would be. If you are a non-U.S. investor, please consult your own tax advisor regarding the tax
consequences of investing in the Funds.
Taxes when you sell, redeem or exchange your shares.
Any gain resulting from a sale, redemption, or
exchange (including an exchange for shares of another fund) of your shares in the Funds will generally be subject to federal income tax at either short-term or long-term capital gain rates depending on how long you owned your shares.
Tax Status of the Funds.
Each Fund intends to qualify and be treated each year as a regulated investment company under the Code, such that the Fund will not
be subject to federal income tax on income and capital gains distributed to shareholders. In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, the Fund must meet requirements with respect
to the sources of its income, the diversification of its assets, and the distribution of its income. The Fund could in some cases cure a failure to comply with these requirements, including by paying a Fund-level tax and, in the case of a
diversification failure, disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such a failure, or if the Fund were otherwise to fail to qualify as a regulated investment company, the Fund would be subject to federal
income tax on its net income at regular corporate rates without reduction for distributions to shareholders. When distributed, that income
-204-
would also be taxable to shareholders as an ordinary dividend to the extent attributable to the Funds earnings and profits, thereby potentially diminishing shareholder returns.
Foreign taxes.
The Funds investments in foreign securities may be subject to foreign withholding or other taxes. In that case, a Funds
return on those securities may be decreased. If a Fund meets certain requirements with respect to its asset holdings, it will be eligible to elect to permit shareholders of the Fund to claim a credit or deduction with respect to foreign taxes paid
by the Fund. In addition, investments in foreign securities may increase or accelerate a Funds recognition of ordinary income and may affect the timing or amount of the Funds distributions.
Derivatives.
The Funds use of derivatives may affect the amount, timing, and character of distributions to shareholders and, therefore, may increase
the amount of taxes payable by shareholders.
Investments in Other Funds.
Special tax consequences may apply to shareholders of a Fund as a
result of its investments in other funds. Please see the SAI under Distributions and Taxes for more information.
Backup Withholding.
The Fund will be required in certain cases to withhold on distributions paid to a shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the
IRS for failure to properly report payments of interest or dividends, (3) who has failed to certify to the Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person
(including a U.S. resident alien).
Reporting.
Shareholders will be advised annually as to the federal tax status of distributions made by a Fund
for the preceding calendar year.
Consult your tax advisor about other possible tax consequences.
This is a summary of certain U.S.
federal income tax consequences of investing in the Funds. You should consult your tax advisor for more information on your own tax situation, including possible other federal, state, local and foreign tax consequences of investing in the Fund. For
more information, see Distributions and Taxes in the SAI.
-205-
Index Descriptions
The
Barclays Capital U.S. Aggregate Bond Index
represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S.
investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated
and reported on a regular basis.
The
BofA Merrill Lynch 1-3 Year US Treasury Index
is an unmanaged index that tracks the performance of the
direct sovereign debt of the U.S. Government having a maturity of at least one year and less than three years. The Low Duration Bond 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.
The
JP Morgan Emerging Markets Bond (EMBI) Global Diversified Index
is a uniquely weighted version of the EMBI Global which includes U.S. dollar-denominated
Brady bonds, Eurobonds and traded loans issued by sovereign and quasi-sovereign entities. It limits the weights of those index countries with larger debt stocks by only including specified portions of these countries eligible current face
amounts of debt outstanding.
The
Morgan Stanley Capital International All Country World Index
is a market-capitalization-weighted index
designed to provide a broad measure of stock performance throughout the world, including both developed and emerging markets.
The
Russell 2000
®
Growth Index
measures the performance of the small-cap growth segment of the U.S. equity universe. It
includes those Russell 2000
®
Index companies with higher price-to-value ratios and higher forecasted growth values.
The
Standard & Poors Goldman Sachs Commodity Index Total Return Index
is a composite index of commodity sector returns
representing an unleveraged, long-only investment in commodity futures that is broadly diversified across the spectrum of commodities and measures the returns accrued from investing in fully-collateralized nearby commodity futures.
-206-
The
S&P 500
®
Index
is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate
market value of 500 stocks representing all major industries.
Direct investment in an index is not possible.
-207-
Financial Highlights
The following tables illustrate the financial performance for each Fund for the fiscal periods shown. Certain information reflects financial results for a single
Fund share. Total return illustrates how much your investment in a Fund would have increased or decreased during each period, assuming you had reinvested all dividends and distributions. This information has been audited by PricewaterhouseCoopers
LLP, the Funds independent registered public accounting firm. Its report and the Funds financial statements are included in the Funds most recent Annual Report to shareholders, which is available upon request.
-208-
DoubleLine Total Return Bond Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS I
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
Period Ended
March 31,
2011
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$11.17
|
|
|
|
$10.96
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.46
|
|
|
|
0.77
|
|
|
|
1.02
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.34
|
|
|
|
0.31
|
|
|
|
0.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.80
|
|
|
|
1.08
|
|
|
|
1.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.63
|
)
|
|
|
(0.87
|
)
|
|
|
(0.93
|
)
|
Distributions from Net Realized Gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.63
|
)
|
|
|
(0.87
|
)
|
|
|
(0.93
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$11.34
|
|
|
|
$11.17
|
|
|
|
$10.96
|
|
Total Return
|
|
|
7.37
|
%
|
|
|
10.18
|
%
|
|
|
19.28
|
%
2
|
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$30,398,069
|
|
|
|
$16,226,569
|
|
|
|
$4,330,408
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
0.48
|
%
|
|
|
0.50
|
%
|
|
|
0.53
|
%
3
|
Expenses After Fees Waived
|
|
|
0.48
|
%
|
|
|
0.49
|
%
|
|
|
0.49
|
%
3
|
Net Investment Income (Loss)
|
|
|
4.02
|
%
|
|
|
6.86
|
%
|
|
|
9.42
|
%
3
|
Portfolio Turnover Rate
|
|
|
23
|
%
|
|
|
15
|
%
|
|
|
17
|
%
2
|
1
|
Commencement of operations on April 6, 2010.
|
4
|
Calculated based on average shares outstanding during the period.
|
-209-
DoubleLine Core Fixed Income Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS I
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
Period Ended
March 31,
2011
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$11.06
|
|
|
|
$10.46
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.36
|
|
|
|
0.50
|
|
|
|
0.57
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.36
|
|
|
|
0.65
|
|
|
|
0.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.72
|
|
|
|
1.15
|
|
|
|
0.98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.44
|
)
|
|
|
(0.52
|
)
|
|
|
(0.48
|
)
|
Distributions from Net Realized Gain
|
|
|
(0.05
|
)
|
|
|
(0.03
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.49
|
)
|
|
|
(0.55
|
)
|
|
|
(0.52
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$11.29
|
|
|
|
$11.06
|
|
|
|
$10.46
|
|
Total Return
|
|
|
6.53
|
%
|
|
|
11.19
|
%
|
|
|
9.90
|
%
2
|
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$1,829,092
|
|
|
|
$1,544,169
|
|
|
|
$158,043
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
0.51
|
%
|
|
|
0.54
|
%
|
|
|
0.85
|
%
3
|
Expenses After Fees Waived
|
|
|
0.50
|
%
|
|
|
0.49
|
%
|
|
|
0.49
|
%
3
|
Net Investment Income (Loss)
|
|
|
3.14
|
%
|
|
|
4.51
|
%
|
|
|
6.56
|
%
3
|
Portfolio Turnover Rate
|
|
|
83
|
%
|
|
|
81
|
%
|
|
|
84
|
%
2
|
1
|
Commencement of operations on June 1, 2010.
|
4
|
Calculated based on average shares outstanding during the period.
|
-210-
DoubleLine Emerging Markets Fixed Income Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS I
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
Period Ended
March 31,
2011
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$10.70
|
|
|
|
$10.57
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.38
|
|
|
|
0.58
|
|
|
|
0.60
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.46
|
|
|
|
0.23
|
|
|
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.84
|
|
|
|
0.81
|
|
|
|
1.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.38
|
)
|
|
|
(0.58
|
)
|
|
|
(0.52
|
)
|
Distributions from Net Realized Gain
|
|
|
(0.13
|
)
|
|
|
(0.10
|
)
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.51
|
)
|
|
|
(0.68
|
)
|
|
|
(0.55
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$11.03
|
|
|
|
$10.70
|
|
|
|
$10.57
|
|
Total Return
|
|
|
8.04
|
%
|
|
|
7.96
|
%
|
|
|
11.48
|
%
2
|
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$620,479
|
|
|
|
$349,926
|
|
|
|
$106,227
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
0.91
|
%
|
|
|
0.95
|
%
|
|
|
1.32
|
%
3
|
Expenses After Fees Waived
|
|
|
0.91
|
%
|
|
|
0.95
|
%
|
|
|
0.95
|
%
3
|
Net Investment Income (Loss)
|
|
|
3.53
|
%
|
|
|
5.47
|
%
|
|
|
5.85
|
%
3
|
Portfolio Turnover Rate
|
|
|
105
|
%
|
|
|
177
|
%
|
|
|
109
|
%
2
|
1
|
Commencement of operations on April 6, 2010.
|
4
|
Calculated based on average shares outstanding during the period.
|
-211-
DoubleLine Multi-Asset Growth Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS I
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
Period Ended
March 31,
2011
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$10.03
|
|
|
|
$10.11
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.31
|
|
|
|
0.42
|
|
|
|
0.10
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
(0.06
|
)
|
|
|
(0.16
|
)
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.25
|
|
|
|
0.26
|
|
|
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.32
|
)
|
|
|
(0.34
|
)
|
|
|
(0.01
|
)
|
Distributions from Net Realized Gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.32
|
)
|
|
|
(0.34
|
)
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$9.96
|
|
|
|
$10.03
|
|
|
|
$10.11
|
|
Total Return
|
|
|
2.49
|
%
|
|
|
2.67
|
%
|
|
|
1.24
|
%
2
|
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$105,114
|
|
|
|
$85,073
|
|
|
|
$22,128
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
1.35
|
%
|
|
|
1.51
|
%
|
|
|
5.11
|
%
3
|
Expenses After Fees Waived
|
|
|
1.10
|
%
|
|
|
1.09
|
%
|
|
|
1.18
|
%
3
|
Net Investment Income (Loss)
|
|
|
3.11
|
%
|
|
|
4.14
|
%
|
|
|
3.57
|
%
3
|
Portfolio Turnover Rate
|
|
|
88
|
%
|
|
|
48
|
%
|
|
|
19
|
%
2
|
1
|
Commencement of operations on December 20, 2010.
|
4
|
Calculated based on average shares outstanding during the period.
|
-212-
DoubleLine Low Duration Bond Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
CLASS I
|
|
Year Ended
March 31, 2013
|
|
|
Period Ended
March 31,
2012
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$10.16
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.20
|
|
|
|
0.11
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.09
|
|
|
|
0.13
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.29
|
|
|
|
0.24
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.24
|
)
|
|
|
(0.08
|
)
|
Distributions from Net Realized Gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.24
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$10.21
|
|
|
|
$10.16
|
|
Total
Return
|
|
|
2.88
|
%
|
|
|
2.44
|
%
2
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$375,840
|
|
|
|
$132,117
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
0.53
|
%
|
|
|
0.94
|
%
3
|
Expenses After Fees Waived
|
|
|
0.47
|
%
|
|
|
0.47
|
%
3
|
Net Investment Income (Loss)
|
|
|
1.98
|
%
|
|
|
2.10
|
%
3
|
Portfolio Turnover
Rate
|
|
|
71
|
%
|
|
|
46
|
%
2
|
1
|
Commencement of operations on September 30, 2011.
|
4
|
Calculated based on average shares outstanding during the period.
|
-213-
DoubleLine Floating Rate Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
CLASS I
|
|
Period Ended
March 31, 2013
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$10.00
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.08
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.08
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
|
|
Distributions from Net Realized Gain
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$10.08
|
|
Total Return
|
|
|
0.80
|
%
2
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$63,436
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
2.01
|
%
3
|
Expenses After Fees Waived
|
|
|
0.75
|
%
3
|
Net Investment Income (Loss)
|
|
|
(0.13
|
)%
3
|
Portfolio Turnover Rate
|
|
|
20
|
%
2
|
1
|
Commencement of operations on February 1, 2013.
|
4
|
Calculated based on average shares outstanding during the period.
|
-214-
DoubleLine Equities Small Cap Growth Fund, DoubleLine Equities Growth Fund and DoubleLine Equities Technology
Fund
Because the Funds are newly formed, there is no financial or performance information for the Funds included in this Prospectus. You may
request this information, when it becomes available, at no charge by calling
877-DLine11
(877-354-6311) or visiting the Funds website at www.doublelinefunds.com.
-215-
PRIVACY POLICY
March 2013
What Does DoubleLine Do With Your Personal Information?
Financial companies choose how they share your personal information. This notice provides information about how we collect, share, and protect your personal
information, and how you might choose to limit our ability to share certain information about you. Please read this notice carefully.
All financial
companies need to share customers personal information to run their everyday businesses. 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 or to make
its customers aware of other financial products and services offered by a DoubleLine affiliated company.
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.
|
-216-
The types of personal information DoubleLine collects and shares depend on the product or service you have with
us. This information may include:
|
|
Social Security Number;
|
|
|
transaction or loss history;
|
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 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 877-DLine11 (877-354-6311). If you limit this sharing and you have a joint account, your decision will be applied to all owners of the
account.
|
-217-
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.
As required by federal law, DoubleLine will notify customers of DoubleLines Privacy Policy annually. DoubleLine reserves the right
to modify this policy at any time, but in the event that there is a change, DoubleLine will promptly inform its customers of that change.
-218-
DoubleLine Funds
You can find more information about the Funds in the following documents:
Statement of Additional
Information (SAI)
The Funds SAI provides more details about each Funds investments and its policies. A current SAI is on file with the
Securities and Exchange Commission (SEC) and is incorporated by reference into this document and is legally considered part of this Prospectus. The SAI can be reviewed and photocopied at the SECs Public Reference Room in Washington, D.C.
Annual and Semi-Annual Reports
Additional information about each Funds investments is or will be available in the Funds annual and semi-annual reports to shareholders. The Funds annual report contains a discussion of the market
conditions and investment strategies that affected the Funds performance during the Funds most recent fiscal year.
TO OBTAIN INFORMATION
You can obtain a free
copy of these documents, request other information, or make general inquiries about the Funds by contacting the Funds:
By Internet:
Go to www.doublelinefunds.com
By Telephone:
Call 877-DLine11 (877-354-6311) or your financial intermediary.
By Mail:
Write to:
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
From the SEC
Reports and other information about the Funds (including the statement of additional information) can be reviewed and copied at the
Commissions Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling the Commission at (202) 551-8090. The reports and other information about the Funds are
available on the EDGAR Database on the Commissions Internet site at http://www.sec.gov, and that copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov or by writing the
Commissions Public Reference Section, Washington, D.C. 20549-1520.
Investment Company Act File Number 811-22378
-219-
Return Address:
333 S. Grand Ave., Suite 1800 Los
Angeles, CA 90071 1 (877)DLINE11 or 1 (877) 354-6311
fundinfo@doubleline.com www.doublelinefunds.com
DoubleLine Funds
Prospectus
August 1, 2013
Fixed Income:
DoubleLine Total Return Bond Fund
Class N Shares DLTNX
DoubleLine Core Fixed Income Fund
Class N Shares
DLFNX
DoubleLine Emerging Markets Fixed Income Fund
Class N Shares DLENX
DoubleLine Low Duration Bond Fund
Class N Shares DLSNX
DoubleLine Floating Rate
Fund
Class N Shares DLTNX
Global Asset Allocation:
DoubleLine Multi-Asset
Growth Fund
Class N Shares DMLNX
Equities:
DoubleLine Equities Small Cap Growth Fund
Class N Shares DLESX
DoubleLine Equities
Growth Fund
Class N Shares DLEGX
DoubleLine Equities Technology Fund
Class N Shares
DLETX
Share Class
Please read this document carefully before investing, and keep it for future reference.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
TABLE OF CONTENTS
The Trusts and the Funds
This Prospectus tells you about the Class N shares of nine separate investment funds. The DoubleLine Total Return Bond Fund, the DoubleLine Core Fixed Income Fund,
the DoubleLine Emerging Markets Fixed Income Fund, the DoubleLine Low Duration Bond Fund, the DoubleLine Floating Rate Fund (collectively, the
Fixed-Income Funds
), and the DoubleLine Multi-Asset Growth Fund, are series of
DoubleLine Funds Trust, a Delaware statutory trust. The DoubleLine Equities Small Cap Growth Fund, the DoubleLine Equities Growth Fund, and the DoubleLine Equities Technology Fund (collectively, the
Equity Funds
) are series of
DoubleLine Equity Funds, a Massachusetts business trust. DoubleLine Funds Trust and DoubleLine Equity Funds are sometimes referred to in this Prospectus as the Trusts.
Fund Summary
DoubleLine Total Return Bond Fund
Investment Objective
The Funds investment objective is to seek to maximize total return.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold
Class N shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class N
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
|
|
|
Class N
|
|
Management Fees
|
|
|
0.40%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.08%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.00%
|
|
Total Annual Fund Operating Expenses
|
|
|
0.73%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are
|
-2-
|
indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements only include
direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example
also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
|
|
|
1 Year
|
|
$75
|
3 Years
|
|
$233
|
5 Years
|
|
$406
|
10 Years
|
|
$906
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 23% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in bonds. Bonds
include bonds, debt securities, and other fixed income instruments issued by governmental or private-sector entities. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change. The Fund intends
to invest more than 50% of its net assets in mortgage-backed securities of any maturity or type guaranteed by, or secured by collateral that is guaranteed by, the United States Government, its agencies, instrumentalities or sponsored corporations,
or
-3-
in privately issued mortgage-backed securities rated at time of investment Aa3 or higher by Moodys or AA- or higher by S&P or the equivalent by any other nationally recognized
statistical rating organization or in unrated securities that are determined by the Adviser to be of comparable quality.
The Fund may invest in bonds of any credit quality, including those that are at the time of investment unrated or rated BB+ or lower by
S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Bonds rated below investment grade, or unrated securities that are determined by the Adviser to be of comparable quality,
are high yield, high risk bonds, commonly known as junk bonds. The Fund may invest up to 33
1
/
3
% of its net assets in junk bonds, bank loans and assignments and credit default swaps of companies in the high yield universe. The
Fund may invest a portion of its net assets in inverse floater securities and interest-only and principal-only securities.
In managing the
Funds investments, under normal market conditions, the portfolio managers intend to seek to construct an investment portfolio with a weighted average effective duration of no less than one year and no more than eight years. 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. Effective duration is a measure of the Funds portfolio duration adjusted for the
anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no assurance that the effective
duration of the Funds investment portfolio will not exceed its target.
Portfolio securities may be sold at any time. Sales may occur when the
Funds portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive
investment opportunities, when the portfolio managers perceive deterioration in the credit fundamentals of the issuer, or when the portfolio managers believe it would be appropriate to do so in order to readjust the duration of the Funds
investment portfolio.
-4-
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or
decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds income might be reduced, the value of the Funds
investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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
|
-5-
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a longer duration will be more sensitive to changes in
interest rates than a similar security with a shorter duration. 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.
|
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other
event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in
|
-6-
|
a manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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.
|
-7-
|
|
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.
|
|
|
price volatility risk:
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.
|
|
|
real estate risk:
the risk that real estate related investments may decline in value as a result of factors affecting the real estate industry,
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 and regional market conditions.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
Performance
The following performance information provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds Class N shares for each full calendar year since the
Funds inception. The table below shows how the average annual returns of the Funds Class N shares for the 1-year and since inception periods compare to those of a broad-based securities market index. The Funds past performance
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Absent any applicable fee waivers and/or expense limitations (which applied to the Fund from inception through July 24, 2012), performance
would have been lower. Updated information
-8-
on the Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is (0.56%).
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
3.86%
|
|
Quarter ended September 30, 2011
|
Lowest:
|
|
0.46%
|
|
Quarter ended December 31, 2011
|
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Total Return Bond Fund
|
|
One Year
|
|
|
Since Inception
(April 6, 2010)
|
|
Class N
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
9.00%
|
|
|
|
12.63%
|
|
Return After Taxes on Distributions
|
|
|
6.79%
|
|
|
|
9.79%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
5.80%
|
|
|
|
9.14%
|
|
Barclays Capital U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)
|
|
|
4.21%
|
|
|
|
6.33%
|
|
-9-
The Funds after-tax returns as shown in the above table are calculated using the historical highest applicable
individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund in a
tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other return
figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class N shares only. After-tax returns for other classes may vary. The
Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar denominated. This index covers the U.S. investment-grade fixed rate bond market, with index components for government and corporate
securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.
Investment Adviser
DoubleLine Capital LP (an
Adviser
or
DoubleLine
Capital
) is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Jeffrey E. Gundlach
|
|
Since the Funds inception in 2010
|
|
Chief Executive Officer
|
Philip A. Barach
|
|
Since the Funds inception in 2010
|
|
President
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-10-
Fund Summary
DoubleLine Core Fixed Income Fund
Investment Objective
The Funds investment objective is to seek to maximize current income and total return.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold
Class N shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class N
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
|
|
|
|
Class N
|
|
Management Fees
|
|
|
0.40%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.11%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.00%
|
|
Total Annual Fund Operating Expenses
|
|
|
0.76%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
|
-11-
|
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the
Funds financial statements, since financial statements only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost
of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your
shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:
|
|
|
1 Year
|
|
$78
|
3 Years
|
|
$243
|
5 Years
|
|
$422
|
10 Years
|
|
$942
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 83% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in fixed income
instruments. These fixed income instruments include but are not limited to securities issued or guaranteed by the United States Government, its agencies, instrumentalities or sponsored corporations; corporate obligations (including foreign hybrid
securities); mortgage-backed securities; asset-backed securities; foreign securities (corporate and
-12-
government); emerging market securities (corporate and government); bank loans and assignments; and other securities bearing fixed or variable interest rates of any maturity. If the Fund changes
this investment policy, it will notify shareholders at least 60 days in advance of the change.
The Fund may invest in fixed
income instruments of any credit quality, including those that are at the time of investment unrated or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating
organization. Fixed income instruments rated below investment grade, or unrated securities that are determined by the Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. The Fund may invest up to
33
1
/
3
% of its net assets in junk bonds, bank loans and assignments and credit default swaps of companies in the high yield universe.
The Fund may invest up to 5% of its net assets in defaulted corporate securities where the portfolio manager believes the restructured enterprise valuations or liquidation valuations may exceed current market
values. The Fund may invest a portion of its net assets in inverse floaters and interest-only and principal-only securities and a portion of its net assets in fixed income instruments (including hybrid securities) issued or guaranteed by companies,
financial institutions and government entities in emerging market countries. 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 International Bank of Reconstruction and Development or any affiliate thereof (the
World Bank
) or the United Nations, or related entities, or is considered an emerging market
country for purposes of constructing major emerging market securities indexes.
The Fund may invest some of its assets in other investment
companies, such as, for example, other open-end or closed-end investment companies, exchange-traded funds and domestic or foreign private investment vehicles, including investment companies sponsored or managed by the Adviser and its affiliates.
In managing the Funds investments, under normal market conditions, the portfolio manager 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:
|
|
security selection within a given sector;
|
-13-
|
|
relative performance of the various market sectors;
|
|
|
the shape of the yield curve; and
|
|
|
fluctuations in the overall level of interest rates.
|
The portfolio manager also utilizes active asset allocation in managing the Funds investments and monitors the duration of the Funds portfolio securities to seek to mitigate the Funds exposure to
interest rate risk. In managing the Funds investments, under normal market conditions, the portfolio manager intends to seek to construct an investment portfolio with a weighted average effective duration of no less than two years and no more
than eight years. 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. Effective duration is a measure of the Funds portfolio
duration adjusted for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no
assurance that the effective duration of the Funds investment portfolio will not exceed its target.
Portfolio securities may be sold at any time.
Sales may occur when the Funds portfolio manager determines to take advantage of what the portfolio manager considers to be a better investment opportunity, when the portfolio manager believes the portfolio securities no longer represent
relatively attractive investment opportunities, when the portfolio manager perceives deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers sell target.
Principal Risks
Since the Fund will hold securities
with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing
in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
affiliated fund risk:
the risk that, due to its own financial interest or other business considerations, the Adviser may choose to invest a portion
of the Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the
|
-14-
|
Fund directly in portfolio securities, or may choose to invest in such investment companies over investment companies sponsored or managed by others. Similarly, the Adviser may delay or decide
against the sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates.
|
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds
income might be reduced, the value of the Funds investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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
|
-15-
|
prevailing interest rates rise, which could cause their values to fall sharply.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a
longer duration will be more sensitive to changes in interest rates than a similar security with a shorter duration. 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.
|
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements
|
-16-
|
which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or
other event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation
rates, in a manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
-17-
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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.
|
|
|
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.
|
|
|
price volatility risk:
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.
|
|
|
real estate risk:
the risk that real estate related investments may decline in value as a result of factors affecting the real estate industry,
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 and regional market conditions.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
-18-
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
Performance
The following performance information provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds Class N shares for each full calendar year since the
Funds inception. The table below shows how the average annual returns of the Funds Class N shares for the 1-year and since inception periods compare to those of a broad-based securities market index. The Funds past performance
(before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Absent any applicable fee waivers and/or expense limitations (which applied to the Fund from inception through July 24, 2012), performance
would have been lower. Updated information on the Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is (2.03%).
-19-
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
4.20%
|
|
Quarter ended September 30, 2011
|
Lowest:
|
|
0.81%
|
|
Quarter ended December 31, 2012
|
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Core Fixed Income Fund
|
|
One Year
|
|
|
Since Inception
(June 1, 2010)
|
|
Class N
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
7.89
|
%
|
|
|
10.27
|
%
|
Return After Taxes on Distributions
|
|
|
6.32
|
%
|
|
|
8.38
|
%
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
5.10
|
%
|
|
|
7.67
|
%
|
Barclays Capital U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses or taxes)
|
|
|
4.21
|
%
|
|
|
5.71
|
%
|
The Funds after-tax returns as shown in the above table are calculated using the historical highest applicable
individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund in a
tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other return
figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class N shares only. After-tax returns for other classes will vary. The
Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable and dollar-denominated. This index covers the U.S. investment-grade fixed rate bond market, with index components for government and corporate
securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.
-20-
Investment Adviser
DoubleLine Capital LP is the investment adviser to the Fund.
Portfolio Manager
The portfolio manager for the Fund is:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Jeffrey E. Gundlach
|
|
Since the Funds inception in 2010
|
|
Chief Executive Officer
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-21-
Fund Summary
DoubleLine Emerging Markets Fixed Income Fund
Investment Objective
The Funds investment objective is to seek high total return from current income and capital appreciation.
Fees and Expenses of the Fund
This table describes the
fees and expenses you may pay if you buy and hold Class N shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class N
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-22-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
Class N
|
|
Management Fees
|
|
|
0.75%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.16%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
1.17%
|
|
Fee Waiver and/or Expense
Reimbursement
2
|
|
|
0.00%
|
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.17%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
2
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.20% for Class N shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is expected to apply until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment
advisory fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed,
subject to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
-23-
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your
shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense limitation for the first year).
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
|
|
|
1 Year
|
|
$119
|
3 Years
|
|
$372
|
5 Years
|
|
$644
|
10 Years
|
|
$1,420
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 105% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in fixed income
instruments. These fixed income instruments include but are not limited to securities issued or guaranteed by companies (including foreign hybrid securities), financial institutions and government entities in emerging market countries and other
securities bearing fixed or variable interest rates of any maturity. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change. The Fund will generally invest in at least four emerging market
countries.
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 major emerging market
securities indexes.
-24-
The Fund may invest, without limitation, in fixed income instruments of any credit quality, including those that at
the time of investment are unrated or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Fixed income instruments rated below investment grade, or
unrated securities that are determined by the Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. The Fund may invest in hybrid securities relating to emerging market countries.
The Fund may invest up to 20% of its net assets in defaulted corporate securities where the portfolio manager believes the restructured enterprise valuations or
liquidation valuations may exceed current market values. In addition, the Fund may invest in defaulted sovereign investments where the portfolio manager believes the expected debt sustainability of the country is not reflected in current market
valuations. The Fund may invest in derivatives, such as options, swaps (including credit default swaps), futures, structured investments, foreign currency futures and forward contracts. These practices may be used to hedge the Funds portfolio
as well as for investment purposes; however, such practices sometimes may reduce returns or increase volatility.
In allocating investments
among various emerging market countries, the portfolio manager attempts to analyze internal political, market and economic factors. These factors include:
|
|
foreign investment regulations;
|
|
|
stability of exchange rate policy; and
|
In managing the Funds
investments, under normal market conditions, the portfolio manager intends to seek to construct an investment portfolio with a weighted average effective duration of no less than two years and no more than eight years. Duration is a measure of the
expected life of a fixed
-25-
income instrument that is used to determine the sensitivity of a securitys price to changes in interest rates. Effective duration is a measure of the Funds portfolio duration adjusted
for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no assurance that the
effective duration of the Funds investment portfolio will not exceed its target.
Emerging market securities held by the Fund may be
denominated in emerging market currencies, the U.S. dollar, or other currencies. A substantial portion of the Funds investments may be denominated in the U.S. dollar.
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio manager perceives deterioration in the credit fundamentals of the issuer, when the portfolio manager believes there are
negative macro geo-political considerations that may affect the issuer, when the portfolio manager determines to take advantage of a better investment opportunity, or when the individual security has reached the portfolio managers sell target.
Principal Risks
Since the Fund will hold
securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money
by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds
income might be reduced, the value of the Funds investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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
|
-26-
|
counterpartys ability to pay interest and principal when due. The values of lower-quality debt securities, including 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.
|
|
¡
|
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a
longer duration will be more sensitive to changes in interest rates than a similar security with a shorter duration. 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.
|
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability,
|
-27-
|
greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging
market countrys dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and
less developed legal systems than in many more developed countries.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other
event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not
present in domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict
foreign exchange transactions. In addition, 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.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
-28-
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of the risks of investing in the Fund.
Performance
The following performance information
provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds Class N shares for each full calendar year since the Funds
-29-
inception. The table below shows how the average annual returns of the Funds Class N shares for the 1-year and since inception periods compare to those of a broad-based securities market
index. Absent any applicable fee waivers and/or expense limitations (which have applied to the Fund since inception), performance would have been lower. The Funds past performance (before and after taxes) is not necessarily an indication of
how the Fund will perform in the future. Updated information on the Funds investment results can be obtained at no charge by calling
877-DLine11 (877-354-6311)
or by visiting the Funds website
at www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is (4.62%).
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
5.62%
|
|
Quarter ended March 31, 2012
|
Lowest:
|
|
(3.85%)
|
|
Quarter ended September 30, 2011
|
-30-
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Emerging Markets Fixed
Income Fund
|
|
One Year
|
|
|
Since Inception
(April 6, 2010)
|
|
Class N
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
13.50
|
%
|
|
|
9.67
|
%
|
Return After Taxes on Distributions
|
|
|
11.66
|
%
|
|
|
7.59
|
%
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
8.73
|
%
|
|
|
7.04
|
%
|
JP Morgan Emerging Markets Bond (EMBI) Global Diversified Index
(reflects no deduction for fees, expenses or taxes)
|
|
|
17.44
|
%
|
|
|
11.71
|
%
|
The Funds after-tax returns as shown in the above table are calculated using the historical highest applicable
individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund in a
tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other return
figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class N shares only. After-tax returns for other classes will vary. The JP
Morgan Emerging Markets Bond (EMBI) Global Diversified Index is a uniquely weighted version of the EMBI Global which includes U.S. dollar-denominated Brady bonds, Eurobonds and traded loans issued by sovereign and quasi-sovereign entities. It limits
the weights of those index countries with larger debt stocks by only including specified portions of these countries eligible current face amounts of debt outstanding.
Investment Adviser
DoubleLine Capital LP is the investment adviser to the Fund.
-31-
Portfolio Manager
The portfolio manager for the Fund is:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Luz M. Padilla
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-32-
Fund Summary
DoubleLine Multi-Asset Growth Fund
Investment Objective
The Fund seeks long-term capital appreciation.
Fees and
Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold Class N shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class N
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
1.00%
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-33-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
Class N
|
|
Management Fees
|
|
|
1.00%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.35%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.47%
|
|
Total Annual Fund Operating Expenses
|
|
|
2.07%
|
|
Fee Waiver and/or Expense
Reimbursement
2
|
|
|
(0.25%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.82%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
2
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.45% for Class N shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. To the extent that the Adviser waives its investment advisory fee and/or reimburses the Fund for other ordinary operating expenses pursuant to this waiver agreement, it may seek reimbursement of a portion or
all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject to the expense limitation in place at the time such amounts were waived or reimbursed. In the Funds last
fiscal year, the Adviser waived 0.15% of its advisory fee pursuant to this waiver agreement. This expense limitation is expected to apply until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. Also,
when the Fund invests in other investment vehicles sponsored by the Adviser (
other DoubleLine funds
), the Adviser will waive its advisory fee in an amount equal to the advisory fees paid to the Adviser by other DoubleLine funds in
respect of Fund assets so invested. The Adviser waived 0.10% of its advisory fee pursuant to this waiver agreement in respect of investments made in other DoubleLine funds during the Funds prior fiscal year. This arrangement may be terminated
at any time with the consent of the Board of Trustees.
|
-34-
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example
also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense limitation for the first year). Although your actual costs may be higher or lower,
based on these assumptions, your costs would be:
|
|
|
1 Year
|
|
$185
|
3 Years
|
|
$625
|
5 Years
|
|
$1,091
|
10 Years
|
|
$2,380
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 88% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks long-term capital appreciation by actively allocating its assets across asset classes, market sectors, and specific investments. The Adviser
allocates the Funds assets in response to changing market, economic, and political factors and events that the Funds portfolio managers believe may affect the value of the Funds investments. The Adviser will attempt to construct a
portfolio with the potential for capital appreciation, but may also seek to control risk by active allocation among asset classes, market and economic sectors, and issuers. The Funds portfolio will be actively managed, and the allocation of
the Funds assets to asset classes, market sectors, and issuers will change over time, sometimes rapidly.
-35-
The Funds principal investments may include:
Equity Investments
Equity securities, of any kind, of U.S. or foreign issuers of any size.
Debt obligations
Debt obligations, of any kind, of domestic or foreign private or governmental issuers, including, by way of
example, loan participations, delayed funding loans and revolving credit facilities. The Fund may invest a substantial portion of its assets in mortgage-backed securities, including collateralized mortgage obligations, and other asset-backed
securities. The Fund may invest in investments of any maturity and of any quality, including defaulted securities, and may invest without limit in securities rated below investment grade, sometimes referred to as high yield or junk bonds, and in
unrated securities of any credit quality. When purchasing unrated securities for the Fund, the Adviser may assess such unrated securities as being of comparable ratings quality to other bonds and assign an internal credit rating to such unrated
bonds.
Real Estate
Investments in real estate related securities, such as, for example, real estate
investment trusts (
REITs
), real estate operating companies, brokers, developers, and builders; property management firms; and mortgage servicing firms.
Commodities
Investments intended to provide exposure to one or more physical commodities or commodities indices. Investments may include, by way of example, exchange-traded funds, futures
contracts, options on futures contracts, forward contracts, securities designed to provide commodity-based exposures, and common or preferred stocks of subsidiaries of the Fund that invest directly or indirectly in precious metals and minerals or
other commodity-related investments.
Currencies
Investment positions in various foreign currencies, including
actual holdings of those currencies, and forward, futures, swap, and option contracts with respect to foreign currencies.
Short-Term Investments
Short-term, high quality investments.
Although there is no limit on the amount of the Funds assets that may be invested in any particular asset class, the Adviser currently expects that the Fund will typically invest at least 20% of its assets in
equity securities and other equity-related investments and at least 20% of its assets in debt obligations and short-term investments; the Fund may invest less than
-36-
these amounts at any time if the Adviser believes it may be in the Funds best interest to do so.
The Fund may make any investment or use any investment strategy consistent with applicable law. The Fund may engage in short sales, either to earn additional return or to hedge existing investments. The Fund may
enter into derivatives transactions of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. The Fund may use derivatives transactions with the purpose or effect of creating
investment leverage. Although the Fund reserves the right to invest in derivatives of any kind, it currently expects that it may use the following types of derivatives: 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, 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 (such as credit default swaps), put and call options, and exchange-traded and structured notes, to take indirect long or short positions on indexes, securities, currencies, or other indicators
of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of commodities.
The Fund may invest some or all of its assets in other investment companies or pools, including, for example, other open-end or closed-end investment companies, exchange-traded funds, and domestic or foreign
private investment vehicles (such as hedge funds). The Fund may from time to time invest in one or more subsidiary private investment vehicles organized outside the United States that invest directly or indirectly in precious metals, minerals, or
other commodity-related investments. The Fund may invest in other investment companies or private investment vehicles managed by the Adviser, to the extent permitted by applicable law.
The Fund is registered as a non-diversified investment company as defined in the 1940 Act, and may invest in the securities of a smaller number of issuers than a diversified company. There is no limit on the amount
of the Funds assets that may be allocated to one or more specific asset classes or market sectors. The Fund may invest without limit in obligations of issuers in any country or group of countries, including emerging market countries.
The Adviser may sell investments when it believes they no longer offer attractive potential future returns compared to other investment
-37-
opportunities or they present undesirable risks, or in order to limit losses on securities that have declined in value.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the
Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
affiliated fund risk:
the risk that, due to its own financial interest or other business considerations, the Adviser may choose to invest a portion
of the Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may choose to invest in such investment companies over investment
companies sponsored or managed by others. Similarly, the Adviser may delay or decide against the sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates.
|
|
|
asset allocation risk:
the risk that the Funds investment performance may depend, at least in part, on how its assets are allocated and
reallocated among asset classes and underlying funds and that such allocation will focus on asset classes, underlying funds, or investments that perform poorly or underperform other asset classes, underlying funds, or available investments.
|
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
|
commodities risk:
the risk that the value of the Funds shares may be affected by changes in the values of one or more commodities, which may
be extremely volatile and difficult to value, risk of possible illiquidity, and the risks and costs associated with delivery, storage,
|
-38-
|
and maintenance of precious metals or minerals or other commodity-related investments.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds income might be reduced, the value of the Funds
investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a longer duration will be more sensitive to changes in
interest rates than a similar security with a shorter duration. 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.
|
-39-
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
equity issuer risk:
the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or
unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
|
|
|
exchange-traded note risk:
the risk that the level of the particular market benchmark or strategy to which the notes return is linked will
fall in value; exchange-traded notes are subject to credit risk generally to the same extent as debt securities.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements which, under certain circumstances, may lead to losses, for example
|
-40-
|
sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all
companies in the financial services sector.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in a
manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
large shareholder risk:
the risk that certain account holders, including funds or accounts over which the Adviser has investment discretion, may
from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including
|
-41-
|
as a result of an asset allocation decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not
otherwise do so. Redemptions of a large number of shares may affect the liquidity of the Funds portfolio, increase the Funds transaction costs, and accelerate the realization of taxable income and/or gains to shareholders.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market capitalization risk:
the risk that investing substantially in issuers in one market capitalization category (large, medium or small) may
adversely affect the Fund because of unfavorable market conditions particular to that category of issuers, such as larger, more established companies being unable to respond quickly to new competitive challenges or attain the high growth rates of
successful smaller companies, or, conversely, stocks of smaller companies being more volatile than those of larger companies due to, among other things, narrower product lines, more limited financial resources, fewer experienced managers and there
typically being less publicly available information about small capitalization companies.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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
|
-42-
|
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.
|
|
|
non-diversification risk:
the risk that, because a relatively higher percentage of the Funds assets may be invested in the securities of a
limited number of issuers, 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
real estate risk:
the risk that real estate related investments may decline in value as a result of factors affecting the real estate industry,
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 and regional market conditions.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
-43-
|
|
short sale risk:
the risk that a security the Fund has sold short increases in value.
|
|
|
tax risk:
in order to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (
Code
), the
Fund must meet requirements regarding, among other things, the source of its income. It is possible that certain of the Funds investments in commodity-linked derivatives, ETFs and other investment pools will 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.
|
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
Performance
The following performance information provides some indication of the risks of investing in the Fund. As of the date of this Prospectus, no Class N shares of the Fund had been issued. The bar chart shows the
performance of the Funds Class A shares for each full calendar year since the Funds inception, which have the same operating expenses as the Funds Class N shares. Accordingly, the performance shown below is substantially
similar to what the performance of the Funds Class N shares would have been (exclusive of any sales loads that might apply to the Funds Class A shares). The table below shows how the average annual returns of the Funds
Class A shares for the 1-year and since inception periods compare to those of two broad-based securities market indexes. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in
the future. Absent any applicable fee waivers and/
-44-
or expense limitations (which have applied to the Fund since inception), performance would have been lower. Updated information on the Funds investment results can be obtained at no charge
by calling
877-DLine11 (877-354-6311)
or by visiting the Funds website at www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is (0.75%).
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
4.56%
|
|
Quarter ended September 30, 2012
|
Lowest:
|
|
(1.72%)
|
|
Quarter ended June 30, 2012
|
-45-
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Multi-Asset Growth Fund
|
|
One Year
|
|
|
Since Inception
(December 20, 2010)
|
|
Class A
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
(0.43%
|
)
|
|
|
0.65%
|
|
Return After Taxes on Distributions
|
|
|
(1.59%
|
)
|
|
|
(0.35%
|
)
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
(0.28%
|
)
|
|
|
(0.01%
|
)
|
S&P 500
®
Index
(reflects no deduction for fees, expenses or
taxes)
|
|
|
16.00%
|
|
|
|
9.18%
|
|
Blended Benchmark: Barclays Capital U.S. Aggregate Bond Index (60%)/Morgan Stanley Capital International All Country World Index (25%)/Standard
&Poors Goldman Sachs Commodity Index (GSCI) Total Return (15%)
(reflects no deduction for fees, expenses or taxes)
|
|
|
6.78%
|
|
|
|
5.35%
|
|
The Funds after-tax returns as shown in the above table are calculated using the historical highest
applicable individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund
in a tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other
return figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class A shares only. After-tax returns for other classes will
vary. The S&P 500
®
Index is an unmanaged capitalization-weighted index of 500 stocks designed to measure
performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The Barclays Capital U.S. Aggregate Bond Index represents securities that are SEC-registered,
-46-
taxable, and dollar denominated. This index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass through
securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis. The Morgan Stanley Capital International All Country World Index is designed to provide a
broad measure of stock performance throughout the world. The MSCI All Country World Index includes both developed and emerging markets. The Standard & Poors Goldman Sachs Commodity Index Total Return Index is a composite index of
commodity sector returns representing an unleveraged, long-only investment in commodity futures that is broadly diversified across the spectrum of commodities and measures the returns accrued from investing in fully-collateralized nearby commodity
futures.
Investment Adviser
DoubleLine
Capital LP is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Jeffrey E. Gundlach
|
|
Since the Funds inception in 2010
|
|
Chief Executive Officer
|
Bonnie Baha
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Samuel Garza
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Luz M. Padilla
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Jeffrey J. Sherman
|
|
Since the Funds inception in 2010
|
|
Portfolio Manager
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-47-
Fund Summary
DoubleLine Low Duration Bond Fund
Investment Objective
The Funds investment objective
is to seek current income.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold Class N shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Share Class
|
|
Class N
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-48-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
Share Class
|
|
Class N
|
|
Management Fees
|
|
|
0.35%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
|
|
|
0.18%
|
|
Acquired Fund Fees and Expenses
1
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
0.79%
|
|
Fee Waiver and/or Expense
Reimbursement
2
|
|
|
(0.06%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
0.73%
|
|
1
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
2
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 0.72% for Class N shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is expected to apply until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment
advisory fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed,
subject to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those
-49-
periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense
limitation for the first year). Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
|
|
|
1 Year
|
|
$75
|
3 Years
|
|
$246
|
5 Years
|
|
$433
|
10 Years
|
|
$972
|
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year,
the Funds portfolio turnover rate was 71% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks current income by investing principally in debt securities of any kind. The Fund may invest without limit in mortgage-backed securities of any
maturity or type, including those guaranteed by, or secured by collateral that is guaranteed by, the United States Government, its agencies, instrumentalities or sponsored corporations as well as those of private issuers not subject to any
guarantee. Mortgage-backed securities include, among others, government mortgage pass-through securities, collateralized mortgage obligations, multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities
(
e.g.
, interest-only and principal-only securities) and inverse floaters. The Fund may also invest in corporate debt obligations (including foreign hybrid securities); asset-backed securities; foreign securities (corporate and government);
emerging market securities (corporate and government); inflation-indexed bonds; bank loans and assignments; income-producing securitized products, including collateralized loan obligations; preferred securities; and other instruments bearing fixed
or variable interest rates of any maturity.
-50-
The Adviser will normally seek to construct an investment portfolio for the Fund with a dollar-weighted average
effective duration of three years or less. 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. Effective duration is a measure of
the Funds portfolio duration adjusted for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary significantly from time to time, and
there is no assurance that the effective duration of the Funds investment portfolio will not exceed three years at any time. The Fund may invest in individual securities of any maturity or duration.
In managing the Funds investments, the portfolio managers typically use 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:
|
|
security selection within a given sector;
|
|
|
relative performance of the various market sectors;
|
|
|
the shape of the yield curve; and
|
|
|
fluctuations in the overall level of interest rates.
|
Under normal circumstances, the Fund intends to invest primarily in fixed income and other income-producing instruments rated investment grade and unrated securities considered by the Adviser to be of comparable
credit quality. The Fund may, however, invest up to 50% of its total assets in fixed income and other income-producing instruments rated below investment grade and those that are unrated but determined by the Adviser to be of comparable credit
quality. Those instruments include high yield, high risk bonds, commonly known as junk bonds.
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, inverse floaters, futures contracts, U.S. Treasury swaps, interest rate swaps and total return swaps). 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.
-51-
The Fund may also enter into derivatives transactions and other instruments of any kind for hedging purposes or
otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. The Fund may also use derivatives transactions with the purpose or effect of creating investment leverage. For example, the Fund may use 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, 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 (such as credit default swaps), put and call options, and exchange-traded and structured notes, to take indirect long or short
positions on indexes, securities, currencies, or other indicators of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of commodities.
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in bonds. Bonds
include bonds, debt securities and fixed income and income-producing instruments of any kind issued by governmental or private-sector entities. Most bonds consist of a security or instrument having one or more of the following characteristics: a
fixed-income security, a security issued at a discount to its face value, a security that pays interest or a security with a stated principal amount that requires repayment of some or all of that principal amount to the holder of the security. The
Adviser interprets the term bond broadly as an instrument or security evidencing what is commonly referred to as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one
or more debt securities.
The Fund may invest in other investment companies or pools, including, for example, other open-end or closed-end investment
companies, ETFs, and domestic or foreign private investment vehicles.
Portfolio securities may be sold at any time. Sales may occur when the
Funds portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive
investment opportunities, when the portfolio managers perceive deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers sell target.
-52-
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or
decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds income might be reduced, the value of the Funds
investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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
|
-53-
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a longer duration will be more sensitive to changes in
interest rates than a similar security with a shorter duration. 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.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to
financial leverage and/or investments or agreements
|
-54-
|
which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or
other event might lead to a sudden decline in the values of most or all companies in the financial services sector.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in a
manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
-55-
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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.
|
|
|
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.
|
|
|
preferred securities risk:
the risk that: (i) certain preferred stocks contain provisions that allow an issuer under certain conditions to
skip or defer distributions; (ii) preferred stocks may be subject to redemption, including at the issuers call, and, in the event of redemption, the Fund may not be able to reinvest the proceeds at comparable or favorable rates of return;
(iii) preferred stocks are generally subordinated to bonds and other debt securities in an
|
-56-
|
issuers capital structure in terms of priority for corporate income and liquidation payments; and (iv) preferred stocks may trade less frequently and in a more limited volume and may
be subject to more abrupt or erratic price movements than many other securities.
|
|
|
price volatility risk:
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.
|
|
|
real estate risk:
the risk that real estate related investments may decline in value as a result of factors affecting the real estate industry,
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 and regional market conditions.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
Performance
The following performance information provides some indication of the risks of investing in the Fund. The bar chart shows the performance of the Funds Class N shares for each full calendar year since the
Funds inception. The table below shows how the average annual returns of the Funds Class N shares for the 1-year and since inception periods compare to those of a broad-based securities market index. Absent any applicable fee waivers
and/or expense limitations (which have applied to the Fund since inception), performance would have been lower. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.
Updated information on the Funds
-57-
investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Calendar year-to-date total return as of June 30, 2013 is 0.22%.
During the period shown above, the highest and lowest quarterly returns earned by the Fund were:
|
|
|
|
|
Highest:
|
|
1.16%
|
|
Quarter ended March 31, 2012
|
Lowest:
|
|
0.42%
|
|
Quarter ended December 31, 2012
|
Average Annual Total Returns (for the periods ended December 31, 2012)
|
|
|
|
|
|
|
|
|
Low Duration Bond Fund
|
|
One Year
|
|
|
Since Inception
(September 30, 2011)
|
|
Class N
|
|
|
|
|
|
|
|
|
Return Before Taxes
|
|
|
3.32%
|
|
|
|
3.53%
|
|
Return After Taxes on Distributions
|
|
|
2.54%
|
|
|
|
2.82%
|
|
Return After Taxes on Distributions and Sale of Fund Shares
|
|
|
2.15%
|
|
|
|
2.60%
|
|
BofA Merrill Lynch 1-3 Year U.S. Treasury Index
(reflects no deduction for fees, expenses or taxes)
|
|
|
0.43%
|
|
|
|
0.50%
|
|
-58-
The Funds after-tax returns as shown in the above table are calculated using the historical highest
applicable individual federal marginal income tax rates for the period and do not reflect the impact of state and local taxes. Your actual after-tax returns depend on your tax situation and may differ from those shown. If you own shares of the Fund
in a tax-deferred account, such as a 401(k) plan or an individual retirement account, after-tax returns shown are not relevant to your investment. The Return After Taxes on Distributions and Sale of Fund Shares may be higher than other
return figures because when a capital loss occurs upon the redemption of shares of the Fund, a tax deduction is provided that may benefit the investor. After-tax returns are for Class N shares only. After-tax returns for other classes may vary. The
BofA Merrill Lynch 1-3 Year Treasury Index is an unmanaged index that tracks the performance of the direct sovereign debt of the U.S. Government having a maturity of at least one year and less than three years. It is not possible to invest directly
in an unmanaged index.
Investment Adviser
DoubleLine Capital LP is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund
are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Philip A. Barach
|
|
Since the Funds inception in 2011
|
|
President
|
Bonnie Baha
|
|
Since the Funds inception in 2011
|
|
Portfolio Manager
|
Luz M. Padilla
|
|
Since the Funds inception in 2011
|
|
Portfolio Manager
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-59-
Fund Summary
DoubleLine Floating Rate Fund
Investment Objective
The Funds investment objective is to seek a high level of current income.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold
shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
Share Class
|
|
Class N
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
1.00%
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-60-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
Share Class
|
|
Class N
|
|
Management Fees
|
|
|
0.50%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
1
|
|
|
1.51%
|
|
Acquired Fund Fees and Expenses
1, 2
|
|
|
0.17%
|
|
Total Annual Fund Operating Expenses
|
|
|
2.43%
|
|
Fee Waiver and/or
Expense Reimbursement
3
|
|
|
(1.26%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.17%
|
|
1
|
Based on estimated amounts for the current fiscal year.
|
2
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
3
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.00% for Class N shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. These expense limitations are expected to apply until at least July 31, 2014, except that they may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment
advisory fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed,
subject to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
-61-
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your
shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense limitation for the first year).
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance. During the period
February 1, 2013 to March 31, 2013, the Funds portfolio turnover rate was 20% of the average value of its portfolio (not annualized).
Principal Investment Strategies
The Fund invests primarily
in floating rate loans and other floating rate investments.
Floating rate loans are typically debt obligations with interest rates that adjust or
float periodically, often on a daily, monthly, quarterly, or semiannual basis by reference to a base lending rate (such as LIBOR) plus a premium. Certain floating rate loans are secured by specific collateral of the borrower and are
senior to most other securities of the borrower (e.g., common stock and other debt instruments) in the event of bankruptcy (
Senior Loans
). Other floating rate loans may be unsecured obligations of the borrower. A floating rate
loan may be structured and administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. Such floating rate loans may be acquired through the agent or from the borrower, as an assignment from
another lender who holds a direct interest in the floating rate loan, or as a participation interest in another lenders portion of the floating rate loan.
-62-
Other floating rate investments include, without limitation, floating rate debt securities;
inflation-indexed securities; certain mortgage- and asset-backed securities, collateralized loan obligations, collateralized debt obligations, and collateralized mortgage obligations backed by or structured as floating rate investments and having,
in the judgment of the Adviser, characteristics similar to those of other floating rate investments; adjustable rate mortgages; floaters; inverse floaters; money market securities of all types; repurchase agreements; and shares of money market and
short-term bond funds.
The Fund normally will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in floating
rate loans and other floating rate investments. For purposes of this policy, any security or instrument will be considered a floating rate investment if it has a maturity of six months or less even if it pays a rate of interest rate that does not
reset or adjust prior to maturity. The Funds investments in derivatives and other synthetic instruments that provide exposure comparable, in the judgment of the Adviser, to floating rate investments will be counted toward satisfaction of this
80% policy as well.
The Fund may invest in securities or instruments of any credit quality. The Fund expects that many or all of the Funds
investments will be rated below investment grade or unrated but of comparable credit quality. Floating rate and other investments rated below investment grade, or unrated securities that are determined by the Adviser to be of comparable quality, are
high yield, high risk securities, commonly known as junk bonds. Such investments entail high risk and have speculative characteristics. The Fund may invest in securities of stressed, distressed, and defaulted issuers (including issuers involved in
bankruptcy proceedings, reorganizations, financial restructurings, or otherwise experiencing financial hardship).
Subject to the Funds policy to
invest at least 80% of its net assets in floating rate loans and other floating rate investments, the Fund may invest any portion of its assets in bonds, debentures, notes and other debt instruments, preferred securities, money market securities,
investment-grade debt securities, repurchase agreements, and any security or instrument bearing a floating or adjustable rate of interest, including by investing in other investment companies or pools, ETFs, and domestic or foreign private
investment vehicles.
The Fund may invest in obligations of corporate and governmental issuers of any maturity. The Fund may invest in foreign
investments, including obligations of issuers in emerging markets, without limit.
-63-
The Funds investments in loans may include loans issued in an offering that has been oversubscribed. The
Fund may be able to sell such investments at a gain shortly after those investments are made. If the Fund seeks to take advantage of such opportunities, it may lead to higher levels of portfolio turnover, increased transaction costs and greater
amounts of taxable distributions to shareholders. There can be no assurance that the Adviser will be able to identify such opportunities successfully or sell any investments at a gain.
The Fund may enter into derivatives transactions and other instruments of any kind for duration management purposes, hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset
classes or issuers. The Fund also may use derivatives transactions with the purpose or effect of creating investment leverage.
The Funds
portfolio managers may consider a wide variety of factors in purchasing and selling investments for the Fund, including, without limitation, fundamental analysis of the issuer, the credit quality of the issuer and any collateral securing the
investment, the issuers management, capital structure, leverage, and operational performance, and the business outlook for the industry of the issuer. The Fund also may consider available credit ratings. Although the Funds portfolio
managers may consider credit ratings in making investment decisions, they typically perform their own investment analysis and generally do not rely upon the independent credit rating agencies in making investment decisions.
Portfolio securities may be sold at any time. For example, the Funds portfolio managers may sell a Fund investment in order to take advantage of what they
consider to be a better investment opportunity, when they believe the investment no longer represents a relatively attractive investment opportunity, when they perceive deterioration in the credit fundamentals of the issuer, or when the individual
investment has reached the portfolio managers sell target.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your
investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
-64-
The principal risks affecting the Fund that can cause a decline in value are:
|
|
affiliated fund risk:
the risk that, due to its own financial interest or other business considerations, the Adviser may choose to invest a portion
of the Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may choose to invest in such investment companies over investment
companies sponsored or managed by others. Similarly, the Adviser may delay or decide against the sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates.
|
|
|
asset-backed securities investment risk:
the risk that borrowers may default on the obligations that underlie the asset-backed security and that,
during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the
collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.
|
|
|
confidential information access risk:
the risk that the intentional or unintentional receipt of material, non-public information
(
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. Also, certain issuers of floating rate loans or other investments may not have any publicly traded securities (
Private Issuers
) and may offer private information pursuant to confidentiality agreements or similar
arrangements. The Adviser may access such private information, while recognizing that the receipt of that information could potentially limit the Funds ability to trade in certain securities if the Private Issuer later issues publicly traded
securities. In addition, in circumstances when the Adviser declines to receive Confidential Information from issuers of floating rate loans or other investments, 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. In managing the Fund, the Adviser may seek to avoid the receipt of 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,
|
-65-
|
potentially, the Fund, from trading in securities they hold or in which they may invest.
|
|
|
counterparty risk:
the risk that the Fund will be subject to credit risk with respect to the counterparties to the derivative contracts and other
instruments entered into directly by the Fund or held by special purpose or structured vehicles in which the Fund invests.
|
|
¡
|
|
credit risk:
the risk that an issuer or counterparty will fail to pay its obligations to the Fund when they are due. As a result, the Funds income might be reduced, the value of the Funds
investment might fall, and/or the Fund could lose the entire amount of its investment. 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 or 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 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.
|
|
¡
|
|
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.
|
|
¡
|
|
interest rate risk:
the risk that debt securities will decline in value because of increases in interest rates. The value of a security with a longer duration will be more sensitive to changes in
interest rates than a similar security with a shorter duration. Interest-only
|
-66-
|
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.
|
|
|
defaulted securities risk:
the risk of the uncertainty of repayment of defaulted securities and obligations of distressed issuers.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
financial services risk:
the risk that an investment in issuers in the financial services sector may be adversely affected by, among other things:
(i) changes in the regulatory framework or economic conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to financial leverage
and/or investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a
sudden decline in the values of most or all companies in the financial services sector.
|
-67-
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
inflation-indexed bond risk:
the risk that such bonds will change in value in response to actual or anticipated changes in inflation rates, in a
manner unanticipated by the Funds portfolio management team or investors generally. Inflation-indexed bonds are subject to debt securities risks.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
junk bond risk:
the risk that these bonds have a higher degree of default risk and may be less liquid and subject to greater price volatility than
investment grade bonds.
|
|
|
large shareholder risk:
the risk that certain account holders, including funds or accounts over which the Adviser has investment discretion, may
from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including as a result of an asset allocation
decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do so. Redemptions of a large number of shares may affect the liquidity of the
Funds portfolio, increase the Funds transaction costs, and accelerate the realization of taxable income and/or gains to shareholders.
|
-68-
|
|
leveraging risk:
the risk that certain investments by the Fund involving leverage may have the effect of increasing the volatility of the
Funds portfolio, and the risk of loss in excess of invested capital.
|
|
|
limited operating history risk:
the risk that a newly formed fund has no or a limited operating history to evaluate and may not attract sufficient
assets to achieve or maximize investment and operational efficiencies.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
loan risk:
includes 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) it is possible that 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 that 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; (vi) the use of
a particular interest rate benchmark, such as LIBOR, 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 below a specified minimum level may be more sensitive to changes in interest rates should short-term interest rates rise but remain below the applicable minimum level;
(viii) if a borrower fails to comply with various restrictive covenants that are typically in loan agreements, the borrower may default in payment of
|
-69-
|
the loan; (ix) the Funds investments in Senior Loans may be subject to increased liquidity and valuation risks, risks associated with collateral impairment or access, and risks associated
with investing in unsecured loans; (x) opportunities to invest in loans or certain types of loans, such as Senior Loans, may be limited, (xi) 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; and (xii) loans may be difficult to value and may be illiquid, which may adversely affect an investment in the Fund. In addition, equity securities, including those acquired by the Fund
in connection with a loan (e.g., as part of an instrument combining a loan and equity securities), are subject to market risks and the risks of changes to the financial condition of the issuer, and fluctuations in value.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
mortgage-backed securities risk:
the risk 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
the risk that frequent purchases and sales of portfolio securities may result in higher Fund expenses and may result
|
-70-
|
in larger distributions of taxable capital gains to investors as compared to a fund that trades less frequently.
|
|
|
preferred securities risk:
the risk that: (i) certain preferred stocks contain provisions that allow an issuer under certain conditions to skip or
defer distributions; (ii) preferred stocks may be subject to redemption, including at the issuers call, and, in the event of redemption, the Fund may not be able to reinvest the proceeds at comparable or favorable rates of return; (iii)
preferred stocks are generally subordinated to bonds and other debt securities in an issuers capital structure in terms of priority for corporate income and liquidation payments; and (iv) preferred stocks may trade less frequently and in a
more limited volume and may be subject to more abrupt or erratic price movements than many other securities.
|
|
|
prepayment risk:
the risk that the issuer of a debt security, including floating rate loans and mortgage-related securities, repays all or a
portion of the principal prior to the securitys maturity. In times of declining interest rates, this may result in a portion of the Funds higher yielding securities being pre-paid and the Fund being unable to re-invest the proceeds in an
investment with as great a yield. Prepayments can therefore result in lower yields to shareholders of the Fund. 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.
|
|
|
price volatility risk:
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.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
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 involve credit risk greater than investments in other types of U.S. Government securities.
|
-71-
Performance
Because the Fund commenced operations on February 1, 2013, total return information is not yet available for a full calendar year. Financial information for the
Fund from February 1, 2013 through March 31, 2013 is available in the Financial Highlights section of the Prospectus. The Funds past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the
future. Updated information on the Funds investment results can be obtained at no charge by calling
877-DLine11 (877-354-6311)
or by visiting the Funds website at www.doublelinefunds.com.
Investment Adviser
DoubleLine Capital LP
is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Bonnie Baha
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager
|
Robert Cohen
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-72-
Fund Summary
DoubleLine Equities Small Cap Growth Fund
Investment Objective
The Fund seeks long-term capital appreciation.
Fees and
Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold Class N shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class N
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-73-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
Class N
|
|
Management Fees
|
|
|
0.90%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
1
|
|
|
0.35%
|
|
Acquired Fund Fees and Expenses
1, 2
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
1.51%
|
|
Fee Waiver and/or Expense
Reimbursement
3
|
|
|
(0.10%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.41%
|
|
1
|
Based on estimated amounts for the current fiscal year.
|
2
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
3
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.40% for Class N shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is in effect until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment advisory
fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject
to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those
-74-
periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense
limitation for the first year). Although your actual costs may be higher or lower because this is a hypothetical example, based on these assumptions, your costs would be:
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance.
Principal Investment Strategies
The Fund seeks long-term
capital appreciation. The Fund intends to invest its assets principally in equity securities of small capitalization U.S. companies or foreign companies whose shares trade on a U.S. exchange or that the Adviser determines are otherwise actively
traded in the United States, including in the form of American Depositary Receipts (ADRs), American Depositary Shares (ADSs) and other similar securities. The Fund may also invest, however, in securities that trade principally or only outside the
United States.
Under normal circumstances, the Fund will invest at least 80% of the value of its net assets (plus the amount of
any borrowings for investment purposes) in equity securities issued by companies with market capitalizations, at the time of acquisition, within the capitalization range of the companies included in the Russell 2000
®
Growth Index. The Funds investments in derivatives and other synthetic instruments that provide exposure comparable, in
the judgment of the Adviser, to investments in equity securities of small capitalization companies will be counted toward satisfaction of this 80% policy as well. If the Fund changes this investment policy, it will notify shareholders at least 60
days in advance of the change. As of May 31, 2013, the market capitalization of companies included in the Russell
2000
®
Growth Index was between $29 million and $6.7 billion.
In managing the Funds investments, the portfolio manager normally uses a bottom up approach to identify small cap growth companies for
-75-
investment. First, the Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies identified through this screening process are then subjected
to fundamental analysis to identify one or more of the following factors, among others:
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team;
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash; and
|
|
|
a differentiated product or service.
|
Equity
securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and debentures (such convertible bonds and debentures may be of any maturity and credit quality,
including bonds rated below investment grade, commonly known as junk bonds); and rights or warrants to purchase common or preferred stock, as well as other securities with equity characteristics, such as investment companies and ETFs
that invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools of any kind, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private
investment vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Adviser or its affiliates, to the extent permitted by applicable law.
The Fund may invest without limit in foreign securities, including emerging market securities.
The Fund may invest
in companies that do not have publicly-traded securities but that the portfolio manager determines represent attractive growth investments, such as companies that are relatively newly-formed,
-76-
may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to
one or more asset classes or issuers. For example, the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions on indexes,
securities, or other indicators of value, either for hedging purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives to gain long or short
exposure to one or more physical commodities or indexes of commodities.
Portfolio securities may be sold at any time. Sales may occur when the
Funds portfolio manager determines to take advantage of what the portfolio manager considers to be a better investment opportunity, when the portfolio manager believes the portfolio securities no longer represent relatively attractive
investment opportunities, when the portfolio manager perceives deterioration in the fundamentals of the issuer, when the portfolio manager believes the intermediate and long-term prospects for the issuer are poor, or when the individual security has
reached the portfolio managers sell target.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your
investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can
cause a decline in value are:
|
|
cash position risk:
to the extent that the Fund holds assets in cash, cash equivalents, and other short-term investments, the ability of the Fund
to meet its objective may be limited.
|
|
|
convertible securities risk:
investing in convertible bonds and securities includes the risk that the issuer may default in the payment of
principal and/or interest and the risk that the value of the investment may decline if interest rates rise. Such events may reduce the Funds distributable income and the value of the Funds shares.
|
-77-
|
Convertible bonds that are rated below investment grade, or unrated convertible bonds of equivalent credit quality, are commonly known as junk bonds. Such bonds involve a higher degree of default
risk, may be less liquid and may be subject to greater price volatility than investment grade bonds.
|
|
|
depositary receipts risk:
depositary receipts in which the Fund may invest are receipts listed on U.S. exchanges that are issued by banks or trust
companies that entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Investments in depositary receipts may be less liquid than the underlying shares in their primary trading market.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
equity issuer risk:
the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or
unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
-78-
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
growth securities risk:
the risk that growth securities will be more sensitive to changes in current or expected earnings than other types of
securities and tend to be more volatile than the market in general because their prices tend to reflect future investor expectations rather than just current profits. A mutual fund investing principally in growth style stocks may at times
underperform other mutual funds that invest more broadly or that have different investment styles.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
large shareholder risk:
the risk that certain account holders, including funds or accounts over which the Adviser has investment discretion, may
from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including as a result of an asset allocation
decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do so. Redemptions of a large number of shares may affect the liquidity of the
Funds portfolio, increase the Funds transaction costs, and accelerate the realization of taxable income and/or gains to shareholders.
|
|
|
limited operating history risk:
the risk that a newly formed fund has no or a limited operating history to evaluate and may not attract sufficient
assets to achieve or maximize investment and operational efficiencies.
|
-79-
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market capitalization risk:
the risk that investing substantially in issuers in one market capitalization category (large, medium or small) may
adversely affect the Fund because of unfavorable market conditions particular to that category of issuers, such as larger, more established companies being unable to respond quickly to new competitive challenges or attain the high growth rates of
successful smaller companies, or, conversely, stocks of smaller companies being more volatile than those of larger companies due to, among other things, narrower product lines, more limited financial resources, fewer experienced managers and there
typically being less publicly available information about small capitalization companies.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
privately-held companies and private funds risk:
investments in privately-held companies and private funds may present greater
|
-80-
|
opportunity for growth, but there are significant risks associated with these investments. Investments in privately-held companies and private funds are typically illiquid and may require a
substantial period of time before a substantial increase in price (if any) can occur. Privately-held companies and the companies in which private funds invest may have a limited or no history of profits and limited financial resources.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
small companies risk:
small companies may be subject to a number of risks not associated with larger, more established companies, potentially
making their stock prices more volatile and increasing the risk of loss.
|
See Additional Information About Principal Investment
Strategies and Principal Risks Principal Risks for a more detailed description of the risks of investing in the Fund.
Performance
Because the Fund commenced operations on April 1, 2013, total return information is not yet available for a full calendar year. Once
available, information on the Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Investment Adviser
DoubleLine Equity LP (an
Adviser
or
DoubleLine Equity
) is the investment adviser to the Fund.
Portfolio Manager
The portfolio manager for the Fund is:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Husam Nazer
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
-81-
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-82-
Fund Summary
DoubleLine Equities Growth Fund
Investment Objective
The Fund seeks long-term capital
appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold Class N shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class N
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-83-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
Class N
|
|
Management Fees
|
|
|
0.80%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
1
|
|
|
0.59%
|
|
Acquired Fund Fees and Expenses
1, 2
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
1.65%
|
|
Fee Waiver and/or Expense
Reimbursement
3
|
|
|
(0.34%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.31%
|
|
1
|
Based on estimated amounts for the current fiscal year.
|
2
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
3
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.30% for Class N shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is in effect until at least July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment advisory
fee and/or reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject
to the expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those
-84-
periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same (taking into account the Funds expense
limitation for the first year). Although your actual costs may be higher or lower because this is a hypothetical example, based on these assumptions, your costs would be:
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance.
Principal Investment Strategies
The Fund seeks long-term
capital appreciation. The Fund intends to invest its assets principally in equity securities of U.S. companies or foreign companies whose shares trade on a U.S. exchange or that the Adviser determines are otherwise actively traded in the United
States, including in the form of ADRs, ADSs, and other similar securities. The Fund may also invest, however, in securities that trade principally or only outside the United States. The Fund may invest in companies of any size and may invest without
limit in foreign securities, including emerging market securities.
In managing the Funds investments, the portfolio managers normally use a
bottom up approach to identify attractive growth companies across all market capitalizations for investment. First, the Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies
identified through this screening process are then subjected to fundamental analysis to identify one or more of the following factors, among others:
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
-85-
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team;
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash; and
|
|
|
a differentiated product or service.
|
Equity
securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and debentures (such convertible bonds and debentures may be of any maturity and credit quality,
including bonds rated below investment grade, commonly known as junk bonds); and rights or warrants to purchase common or preferred stock, as well as other securities with equity characteristics, such as investment companies and ETFs
that invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools of any kind, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private
investment vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Adviser or its affiliates, to the extent permitted by applicable law.
The Fund may invest in companies that do not have publicly-traded securities but that the portfolio managers determine represent attractive growth investments, such as companies that are relatively newly-formed,
may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. For example,
the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions on indexes, securities, or other indicators of value, either for hedging
purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of
commodities.
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio managers determine to take advantage of what
the
-86-
portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities,
when the portfolio managers perceive deterioration in the fundamentals of the issuer, when the portfolio managers believe the intermediate and long-term prospects for the issuer are poor, or when the individual security has reached the portfolio
managers sell target.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the Funds shares will vary as its portfolio securities increase or
decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
The principal risks affecting the Fund that can cause a decline in value are:
|
|
cash position risk:
to the extent that the Fund holds assets in cash, cash equivalents, and other short-term investments, the ability of the Fund
to meet its objective may be limited.
|
|
|
convertible securities risk:
investing in convertible bonds and securities includes the risk that the issuer may default in the payment of
principal and/or interest and the risk that the value of the investment may decline if interest rates rise. Such events may reduce the Funds distributable income and the value of the Funds shares. Convertible bonds that are rated below
investment grade, or unrated convertible bonds of equivalent credit quality, are commonly known as junk bonds. Such bonds involve a higher degree of default risk, may be less liquid and may be subject to greater price volatility than investment
grade bonds.
|
|
|
depositary receipts risk:
depositary receipts in which the Fund may invest are receipts listed on U.S. exchanges that are issued by banks or trust
companies that entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Investments in depositary receipts may be less liquid than the underlying shares in their primary trading market.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, or will increase the Funds volatility; that derivatives may create investment leverage; that, when a derivative is
|
-87-
|
used as a substitute for or alternative to a direct cash investment, the transaction may not provide a return that corresponds precisely with that of the cash investment; 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.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
equity issuer risk:
the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or
unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
growth securities risk:
the risk that growth securities will be more sensitive to changes in current or expected earnings than other types of
securities and tend to be more volatile than the market in general because their prices tend to reflect future investor expectations rather than just current profits. A mutual fund investing principally in growth
|
-88-
|
style stocks may at times underperform other mutual funds that invest more broadly or that have different investment styles.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any ETF, in
which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an investment company might negatively affect the value of the
investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
large shareholder risk:
the risk that certain account holders, including funds or accounts over which the Adviser has investment discretion, may
from time to time own or control a significant percentage of the Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including as a result of an asset allocation
decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do so. Redemptions of a large number of shares may affect the liquidity of the
Funds portfolio, increase the Funds transaction costs, and accelerate the realization of taxable income and/or gains to shareholders.
|
|
|
limited operating history risk:
the risk that a newly formed fund has no or a limited operating history to evaluate and may not attract sufficient
assets to achieve or maximize investment and operational efficiencies.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market capitalization risk:
the risk that investing substantially in issuers in one market capitalization category (large, medium or small) may
adversely affect the Fund because of unfavorable market conditions particular to that category of issuers, such as larger, more established companies being unable to respond quickly to new competitive challenges or attain the high growth rates of
successful
|
-89-
|
smaller companies, or, conversely, stocks of smaller companies being more volatile than those of larger companies due to, among other things, narrower product lines, more limited financial
resources, fewer experienced managers and there typically being less publicly available information about small capitalization companies.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
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.
|
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
privately-held companies and private funds risk:
investments in privately-held companies and private funds may present greater opportunity for
growth, but there are significant risks associated with these investments. Investments in privately-held companies and private funds are typically illiquid and may require a substantial period of time before a substantial increase in price (if any)
can occur. Privately-held companies and the companies in which private funds invest may have a limited or no history of profits and limited financial resources.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a more detailed description of
the risks of investing in the Fund.
-90-
Performance
Because the Fund commenced operations on April 1, 2013, total return information is not yet available for a full calendar year. Once available, information on
the Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Investment Adviser
DoubleLine Equity LP is the investment adviser to the Fund.
Portfolio Managers
The portfolio managers for the Fund
are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Husam Nazer
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
R. Brendt Stallings
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-91-
Fund Summary
DoubleLine Equities Technology Fund
Investment Objective
The Fund seeks long-term capital
appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses you may pay if you buy and hold Class N shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
|
|
|
|
|
Class N
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of the offering price)
|
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the original purchase price)
|
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
|
None
|
Redemption Fee (as a percentage of shares redeemed within 90 days of purchase)
|
|
None
|
Fees for Redemption by Wire
|
|
$15
|
Exchange Fee
|
|
None
|
Account Fee
|
|
None
|
-92-
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment)
|
|
|
|
|
|
|
Class N
|
|
Management Fees
|
|
|
0.85%
|
|
Distribution and/or Service (12b-1) Fees
|
|
|
0.25%
|
|
Other Expenses (including any sub-transfer agent accounting or administrative services)
1
|
|
|
0.63%
|
|
Acquired Fund Fees and Expenses
1, 2
|
|
|
0.01%
|
|
Total Annual Fund Operating Expenses
|
|
|
1.74%
|
|
Fee Waiver and/or Expense
Reimbursement
3
|
|
|
(0.38%
|
)
|
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
|
|
|
1.36%
|
|
1
|
Based on estimated amounts for the current fiscal year.
|
2
|
Acquired Fund Fees and Expenses are expenses indirectly incurred by the Fund as a result of its investments in one or more underlying funds, including
exchange-traded funds and money market funds. Because these costs are indirect, the Total Annual Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Funds financial statements, since financial statements
only include direct costs of the Fund and not the indirect costs of investing in the underlying funds.
|
3
|
The Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary
to limit ordinary operating expenses to an amount not to exceed 1.35% for Class N shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, Acquired Fund Fees and
Expenses, and any extraordinary expenses. This expense limitation is in effect until July 31, 2014, except that it may be terminated by the Board of Trustees at any time. To the extent that the Adviser waives its investment advisory fee and/or
reimburses the Fund for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such amounts were waived or reimbursed, subject to the
expense limitation in place at the time such amounts were waived or reimbursed.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all your shares at the end of those periods. The example
also assumes that your investment has a 5% return
-93-
each year and that the Funds operating expenses remain the same (taking into account the Funds expense limitation for the first year). Although your actual costs may be higher or
lower because this is a hypothetical example, based on these assumptions, your costs would be:
Portfolio Turnover
The Fund incurs transaction costs when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Funds performance.
Principal Investment Strategies
The Fund seeks long-term
capital appreciation. The Fund intends to invest substantially all of its assets in equity securities of technology-related companies anywhere in the world. Such companies may include, for example, companies whose businesses involve the development,
marketing, or commercialization of technology or products or services related to or dependent on technology. Such companies would include, without limitation, companies involved in such industries as information technology, software, computer
hardware and peripherals, data processing, business outsourcing services, telecommunications, internet software and hardware, e-commerce companies, media and entertainment, electronics, systems integration, manufacturing, semiconductors, medical
technology and automation. The Fund may invest in companies of any size.
Under normal circumstances, the Fund will invest at least 80% of the value of
its net assets (plus the amount of any borrowings for investment purposes) in equity securities of technology-related companies. For this purpose, technology-related companies include those companies that have been classified into an industry that
forms a part of either the Information Technology Sector or Telecommunication Services Sector as determined by the Global Industry Classification Standard. The Funds investments in derivatives and other synthetic instruments that provide
exposure comparable, in the judgment of the Adviser, to investments in technology-related companies will be counted toward satisfaction of this 80% policy as
-94-
well. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
The Fund may invest without limit in foreign securities, including emerging market securities.
In managing the
Funds investments, the portfolio managers normally use a bottom up approach to identify companies across all market capitalizations with growth potential. First, the Adviser uses quantitative and qualitative criteria to screen
companies for favorable characteristics. Companies identified through this screening process are then subjected to fundamental analysis to identify one or more of the following factors, among others:
|
|
a differentiated product or service;
|
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
the potential to benefit significantly from advancements or improvements in technology or the wider adoption of a particular technology;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team; and
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash.
|
Equity securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and
debentures (such convertible bonds and debentures may be of any maturity and credit quality, including bonds rated below investment grade, commonly known as junk bonds); and rights or warrants to purchase common or preferred stock, as
well as other securities with equity characteristics, such as investment companies and ETFs that invest primarily in equity securities. The Fund may invest without
-95-
limit in other investment companies or pools, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private investment vehicles. The Fund may
invest in other investment companies or private investment vehicles managed by the Adviser or its affiliates, to the extent permitted by applicable law.
The Fund may invest in companies that do not have publicly-traded securities but that the portfolio managers determine represent attractive growth investments,
such as companies that are relatively newly-formed, may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to
one or more asset classes or issuers. For example, the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions on indexes,
securities, currencies, or other indicators of value, either for hedging purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives to gain long
or short exposure to one or more physical commodities or indexes of commodities. The Fund may, but will not necessarily, enter into foreign currency exchange transactions to hedge against currency exposure in its portfolio.
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio managers determine to take advantage of what the portfolio managers
consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities, when the portfolio managers perceive deterioration in the fundamentals
of the issuer, when the portfolio managers believe the prospects for the issuer are poor, or when the individual security has reached the portfolio managers sell target.
Principal Risks
Since the Fund will hold securities with fluctuating market prices, the value of the
Funds shares will vary as its portfolio securities increase or decrease in value. Therefore, the value of your investment in the Fund could go down as well as up. You can lose money by investing in the Fund.
-96-
The principal risks affecting the Fund that can cause a decline in value are:
|
|
cash position risk:
to the extent that the Fund holds assets in cash, cash equivalents, and other short-term investments, the ability of the Fund
to meet its objective may be limited.
|
|
|
concentration risk:
concentrating investments in technology-related companies increases the risk of loss because the stocks of many or all of those
companies may decline in value due to developments adversely affecting the industries in which they operate. In addition, investors may buy or sell substantial amounts of the Funds shares in response to factors affecting or expected to affect
technology-related companies, resulting in extreme inflows and outflows of cash into and out of the Fund. Such inflows or outflows might affect management of the Fund adversely, including, for example, if they were to cause the Funds cash
position or cash requirements to exceed normal levels.
|
|
|
convertible securities risk:
investing in convertible bonds and securities includes the risk that the issuer may default in the payment of
principal and/or interest and the risk that the value of the investment may decline if interest rates rise. Such events may reduce the Funds distributable income and the value of the Funds shares. Convertible bonds that are rated below
investment grade, or unrated convertible bonds of equivalent credit quality, are commonly known as junk bonds. Such bonds involve a higher degree of default risk, may be less liquid and may be subject to greater price volatility than investment
grade bonds.
|
|
|
depositary receipts risk:
depositary receipts in which the Fund may invest are receipts listed on U.S. exchanges that are issued by banks or trust
companies that entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. Investments in depositary receipts may be less liquid than the underlying shares in their primary trading market.
|
|
|
derivatives risk:
the risk that an investment in derivatives will not perform as anticipated by the Adviser, cannot be closed out at a favorable
time or price, 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 with that of the cash investment; or that, when used for hedging purposes, derivatives will not provide the anticipated protection, causing the Fund
|
-97-
|
to lose money on both the derivatives transaction and the exposure the Fund sought to hedge.
|
|
|
emerging market country risk:
the risk that investing in emerging markets will be subject to greater political and economic instability, greater
volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers, an emerging market countrys dependence on revenue from particular
commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards, and less developed legal systems than in many more developed
countries.
|
|
|
equity issuer risk:
the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or
unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.
|
|
|
foreign currency risk:
the risk that fluctuations in exchange rates may adversely affect the value of the Funds investments denominated in
foreign currencies.
|
|
|
foreign investing risk:
the risk that the Funds investments will be affected by political, regulatory, and economic risks not present in
domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate or restrict foreign exchange
transactions. In addition, 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.
|
|
|
growth securities risk:
the risk that growth securities will be more sensitive to changes in current or expected earnings than other types of
securities and tend to be more volatile than the market in general because their prices tend to reflect future investor expectations rather than just current profits. A mutual fund investing principally in growth style stocks may at times
underperform other mutual funds that invest more broadly or that have different investment styles.
|
|
|
investment company and exchange-traded fund risk:
the risk that an investment company or other pooled investment vehicle, including any
|
-98-
|
ETF, in which the Fund invests will not achieve its investment objective or execute its investment strategies effectively or that large purchase or redemption activity by shareholders of such an
investment company might negatively affect the value of the investment companys shares. The Fund must pay its pro rata portion of an investment companys fees and expenses.
|
|
|
limited operating history risk:
the risk that a newly formed fund has no or a limited operating history to evaluate and may not attract sufficient
assets to achieve or maximize investment and operational efficiencies.
|
|
|
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. Illiquidity may be the result of, for example, low trading volume, lack of a market maker, or contractual or legal restrictions that limit or prevent the Fund from selling securities or closing derivative positions. The values of
illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for the Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
|
|
|
market capitalization risk:
the risk that investing substantially in issuers in one market capitalization category (large, medium or small) may
adversely affect the Fund because of unfavorable market conditions particular to that category of issuers, such as larger, more established companies being unable to respond quickly to new competitive challenges or attain the high growth rates of
successful smaller companies, or, conversely, stocks of smaller companies being more volatile than those of larger companies due to, among other things, narrower product lines, more limited financial resources, fewer experienced managers and there
typically being less publicly available information about small capitalization companies.
|
|
|
market risk:
the risk that the overall market 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.
|
|
|
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.
|
-99-
|
|
portfolio turnover risk:
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.
|
|
|
price volatility risk:
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.
|
|
|
privately-held companies and private funds risk:
investments in privately-held companies and private funds may present greater opportunity for
growth, but there are significant risks associated with these investments. Investments in privately-held companies and private funds are typically illiquid and may require a substantial period of time before a substantial increase in price (if any)
can occur. Privately-held companies and the companies in which private funds invest may have a limited or no history of profits and limited financial resources.
|
|
|
securities or sector selection risk:
the risk that the securities held by the Fund will underperform securities held in other funds investing in
similar asset classes or comparable benchmarks because of the portfolio managers choice of securities or sectors for investment.
|
|
|
small companies risk:
small companies may be subject to a number of risks not associated with larger, more established companies, potentially
making their stock prices more volatile and increasing the risk of loss.
|
|
|
technology investment risk:
investments in technology companies may be highly volatile. Their values may be adversely affected by such factors as,
for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many technology companies are small or mid-sized companies and may be newly organized.
|
Please see Additional Information About Principal Investment Strategies and Principal Risks Principal Risks for a
more detailed description of the risks of investing in the Fund.
-100-
Performance
Because this is a new Fund that does not yet have an operating history, a bar chart and table describing the Funds annual performance are not yet available.
Once available, information on the Funds investment results can be obtained at no charge by calling 877-DLine11 (877-354-6311) or by visiting the Funds website at www.doublelinefunds.com.
Investment Adviser
DoubleLine Equity LP is the investment
adviser to the Fund.
Portfolio Managers
The
portfolio managers for the Fund are:
|
|
|
|
|
Name
|
|
Experience with
the Fund
|
|
Primary Title with the
Investment Adviser
|
Husam Nazer
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
R. Brendt Stallings
|
|
Since the Funds inception in 2013
|
|
Portfolio Manager and Partner
|
Other Important Information Regarding Fund Shares
For more information about purchase and sale of Fund shares, tax information, and payments to broker-dealers and other financial intermediaries, please see Summary of Other Important Information Regarding
Fund Shares.
-101-
Summary of Other Important Information Regarding Fund Shares
Purchase and Sale of Class N Shares
You may purchase or redeem Class N shares on any business day by written request via mail (DoubleLine Funds, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701), by wire transfer, by
telephone at 877-DLine11 (877-354-6311), or through authorized dealers, brokers, or other service providers (
financial intermediaries
). Purchases and redemptions by telephone are only permitted if you previously submitted
appropriate authorization. The minimum initial and subsequent investment amounts for different types of accounts are shown below, although we may reduce or waive the minimums in some cases.
|
|
|
|
|
|
|
|
|
|
|
Type of Account
|
|
Minimum Initial
Investment
|
|
Subsequent
Investments*
|
Regular
|
|
|
|
$2,000
|
|
|
|
|
$100
|
|
Individual Retirement Account
|
|
|
|
$500
|
|
|
|
|
$100
|
|
*
|
A $100 minimum subsequent purchase amount applies for automatic investment plans.
|
The minimum investment may be modified for certain financial intermediaries that submit trades on behalf of underlying investors. Certain financial intermediaries also may have their own investment minimums, which
may differ from the Funds minimums, and may be waived at the intermediaries discretion. The Trusts reserve the right to change or waive the minimum initial and subsequent investment amounts without prior notice or to waive the minimum
investment amounts for certain intermediaries or investors in its discretion.
Tax Information
The Funds distributions are generally taxable to you as ordinary income or capital gains, unless you are investing through a tax-advantaged
arrangement, such as a 401(k) plan or individual retirement account. If you invest through such tax-advantaged arrangements, you may be taxed later upon withdrawal from those arrangements.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase Class N shares of a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund, the Funds Adviser, and
-102-
the Funds distributor or any of their affiliates may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by
influencing the financial intermediary and your salesperson to recommend a Fund over another investment. Ask your individual salesperson or visit your financial intermediarys website for more information.
-103-
Additional Information About Principal Investment Strategies and
Principal Risks
Investment Objectives
Each Funds investment objective described in the respective Summary Sections is non-fundamental, which means each Fund may change its investment objective without shareholder approval or prior notice.
Principal Investment Strategies
DoubleLine Total Return Bond Fund
Under normal circumstances, the DoubleLine Total Return Bond Fund
(for purposes of this section, the
Fund
) intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in bonds. Bonds include bonds, debt securities, and other fixed income instruments
issued by governmental or private-sector entities. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
Generally, bonds consist of a security or instrument having one or more of the following characteristics: a fixed-income security, a security issued at a discount to its face value, a security that pays interest or
a security with a stated principal amount that requires repayment of some or all of that principal amount to the holder of the security. The Funds Adviser interprets the term broadly as an instrument or security evidencing what is commonly
referred to as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one or more debt securities.
The Fund intends to invest more than 50% of its net assets in mortgage-backed securities of any maturity or type guaranteed by, or secured by collateral that is guaranteed by, the United States Government, its
agencies, instrumentalities or sponsored corporations (a
Federal Agency
), or in privately issued mortgage-backed securities rated at time of investment Aa3 or higher by Moodys or AA- or higher by S&P or the equivalent by
any other nationally recognized statistical rating organization or in unrated securities that are determined by the Funds Adviser to be of comparable quality. Mortgage-backed securities include, among others, government mortgage pass-through
securities, collateralized mortgage obligations, multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities and inverse floaters.
-104-
The Fund may invest in fixed income instruments of any credit quality, including those that
are at the time of investment unrated or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Bonds rated below investment grade, or unrated securities
that are determined by the Funds Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. Generally, lower-rated debt securities offer a higher yield than higher rated debt securities of similar
maturity but are subject to greater risk of loss of principal and interest than higher rated securities of similar maturity. The Fund may invest up to 33
1/3
% of its net assets in junk bonds, bank loans and assignments and credit default swaps of companies in the high yield
universe.
High yield securities or junk bonds generally can be classified into two categories: (a) securities issued without an investment
grade rating and (b) securities whose credit ratings have been downgraded below investment grade because of declining investment fundamentals.
Investment in secured or unsecured fixed or floating rate loans arranged through private negotiations between a borrowing corporation, government or other entity
and one or more financial institutions may be in the form of participations in loans or assignments of all or a portion of loans from third parties.
In
a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation or other credit event.
The Fund may invest a portion of its net assets in inverse floater securities and interest-only and principal-only securities. An inverse floater is a type of
instrument, which may be backed by or related to a mortgage-backed security, that bears a floating or variable interest rate that moves in the opposite direction to interest rates generally or the interest rate on another security or index. Because
an inverse floater inherently carries financial leverage in its coupon rate, it can change very substantially in value in response to changes in interest rates. Interest-only and principal-only securities may also be backed by or related to a
mortgage-backed security. Holders of interest-only securities are entitled to receive only the interest on the underlying obligations but none of the principal, while holders of principal-only securities are entitled to receive all of the principal
but none of the interest on the underlying obligations. As a result, they are highly sensitive to actual or anticipated changes in prepayment rates on the underlying securities.
-105-
In managing the Funds investments, under normal market conditions, the portfolio managers intend to seek to
construct an investment portfolio with a weighted average effective duration of no less than one year and no more than eight years. 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. For example, the value of a portfolio of fixed income securities with an average duration of three years would generally be expected to decline by approximately 3% if interest rates rose by one
percentage point. Effective duration is a measure of the Funds portfolio duration adjusted for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment
portfolio may vary materially from its target, from time to time, and there is no assurance that the effective duration of the Funds investment portfolio will not exceed its target.
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when
the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities, when the portfolio managers perceive deterioration in the credit fundamentals of the issuer, or when the portfolio managers
believe it would be appropriate to do so in order to readjust the duration of the Funds investment portfolio.
Any percentage limitation and
requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of
such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or requirement.
-106-
Principal Risks.
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset
value, yield, and total return are (in alphabetical order) the following:
|
|
|
|
|
Asset-Backed Securities Investment Risk
Debt Securities Risks
Defaulted Securities Risk
Derivatives Risk
Financial Services Risk
Inflation-Indexed Bond Risk
|
|
Junk Bond Risk
Leveraging Risk
Liquidity Risk
Market Risk
Mortgage-Backed Securities Risk
Portfolio Management Risk
Price Volatility Risk
|
|
Real Estate Risk
Reliance on the Adviser
Securities or Sector Selection Risk
U.S. Government Securities Risk
|
Please see page 138 of this Prospectus for more information regarding these risks.
DoubleLine Core Fixed Income Fund
Under normal circumstances, the DoubleLine Core Fixed Income Fund (for purposes of this section, the
Fund
) intends to invest at least 80% of its
net assets (plus the amount of borrowings for investment purposes) in fixed income instruments. These fixed income instruments include but are not limited to securities issued or guaranteed by the United States Government or a Federal Agency;
corporate obligations (including foreign hybrid securities); mortgage-backed securities; asset-backed securities; foreign securities (corporate and government); emerging market securities (corporate and government); bank loans and assignments; and
other securities bearing fixed or variable interest rates of any maturity. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
Generally, fixed income instruments consist of a security or instrument having one or more of the following characteristics: a fixed-income security, a security
issued at a discount to its face value, a security that pays interest or a security with a stated principal amount that requires repayment of some or all of that principal amount to the holder of the security. The Funds Adviser interprets the
term broadly as an instrument or security evidencing what is commonly referred to as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one or more debt securities.
-107-
Mortgage-backed securities include, among others, government mortgage pass-through securities, collateralized mortgage
obligations, multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities and inverse floaters. Asset-backed securities have structural characteristics similar to mortgage-backed securities but have
underlying assets that may not be mortgage loans or interests in mortgage loans. Various types of assets, primarily automobile and credit cards receivables, are securitized in pass-through structures similar to mortgage pass-through structures.
The Fund may invest in bonds of any credit quality, including those that are at the time of investment unrated or rated BB+ or
lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Fixed income instruments rated below investment grade, or unrated securities that are determined by the
Funds Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. Generally, lower-rated debt securities offer a higher yield than higher rated debt securities of similar maturity but are subject to
greater risk of loss of principal and interest than higher rated securities of similar maturity. The Fund may invest up to
33
1
/
3
% of
its net assets in junk bonds, bank loans and assignments and credit default swaps of companies in the high yield universe.
High yield
securities or junk bonds generally can be classified into two categories: (a) securities issued without an investment grade rating and (b) securities whose credit ratings have been downgraded below investment grade because of declining
investment fundamentals.
Investment in secured or unsecured fixed or floating rate loans arranged through private negotiations between a borrowing
corporation, government or other entity and one or more financial institutions may be in the form of participations in loans or assignments of all or a portion of loans from third parties.
In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its obligation or other credit
event.
The Fund may invest up to 5% of its net assets in defaulted corporate securities where the portfolio manager believes the restructured
enterprise valuations or liquidation valuations may exceed current market values. Repayment of defaulted securities and obligations of distressed issuers
-108-
(including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or in solvency proceedings) is subject to significant uncertainties.
The Fund may invest a portion of its net assets in inverse floater securities and interest-only and principal-only securities. An inverse floater is a
type of instrument, which may be backed by or related to a mortgage-backed security, that bears a floating or variable interest rate that moves in the opposite direction to interest rates generally or the interest rate on another security or index.
Because an inverse floater inherently carries financial leverage in its coupon rate, it can change very substantially in value in response to changes in interest rates. Interest-only and principal-only securities may also be backed by or related to
a mortgage-backed security. Holders of interest-only securities are entitled to receive only the interest on the underlying obligations but none of the principal, while holders of principal-only securities are entitled to receive all of the
principal but none of the interest on the underlying obligations. As a result, they are highly sensitive to actual or anticipated changes in prepayment rates on the underlying securities.
The Fund may invest a portion of its net assets in fixed income instruments (including hybrid securities) issued or guaranteed by companies, financial institutions and government entities in emerging market
countries. 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 major emerging market securities indexes.
The Fund may invest some of its assets in other investment companies, such as, for example, other open-end or closed-end investment companies, exchange traded funds and domestic or foreign private investment
vehicles, including investment companies sponsored or managed by the Funds Adviser and its affiliates.
A third party or the Funds Adviser
may create a hybrid security by combining an income-producing debt security and the right to receive payment based on the change in the price of an equity security.
In managing the Funds investments, under normal market conditions, the portfolio manager uses a controlled risk approach. The techniques of this
-109-
approach attempt to control the principal risk components of the fixed income markets and include consideration of:
|
|
security selection within a given sector;
|
|
|
relative performance of the various market sectors;
|
|
|
the shape of the yield curve; and
|
|
|
fluctuations in the overall level of interest rates.
|
The portfolio manager also utilizes active asset allocation in managing the Funds investments and monitors the duration of the Funds portfolio securities to seek to mitigate the Funds exposure to
interest rate risk. In managing the Funds investments, under normal market conditions, the portfolio manager intends to seek to construct an investment portfolio with a weighted average effective duration of no less than two years and no more
than eight years. 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. For example, the value of a portfolio of fixed income
securities with an average duration of three years would generally be expected to decline by approximately 3% if interest rates rose by one percentage point. Effective duration is a measure of the Funds portfolio duration adjusted for the
anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target, from time to time, and there is no assurance that the effective
duration of the Funds investment portfolio will not exceed its target.
Portfolio securities may be sold at any time. Sales may occur when the
Funds portfolio manager determines to take advantage of what the portfolio manager considers to be a better investment opportunity, when the portfolio manager believes the portfolio securities no longer represent relatively attractive
investment opportunities, when the portfolio manager perceives deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers sell target.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and
shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a
-110-
change in values, net assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or requirement.
Principal Risks.
It is possible to lose
money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical order) the following:
|
|
|
|
|
Affiliated Fund Risk
Asset-Backed Securities Investment Risk
Debt Securities Risks
Defaulted Securities Risk
Derivatives Risk
Emerging Market Country Risk
Financial Services Risk
|
|
Foreign Currency Risk
Foreign Investing Risk
Inflation-Indexed Bond Risk
Junk Bond Risk
Leveraging Risk
Liquidity Risk
Loan Risk
Market Risk
Mortgage-Backed Securities Risk
|
|
Portfolio Management Risk
Price Volatility Risk
Real Estate Risk
Reliance on the Adviser
Securities or Sector Selection Risk
U.S. Government Securities Risk
|
Please see page 138 of this Prospectus for more information regarding these risks.
DoubleLine Emerging Markets Fixed Income Fund
Under normal circumstances, the DoubleLine Emerging Markets Fixed Income Fund (for purposes of this section, the
Fund
) intends to invest at least 80% of its net assets (plus the amount of
borrowings for investment purposes) in fixed income instruments. These fixed income instruments include but are not limited to securities issued or guaranteed by companies (including foreign hybrid securities), financial institutions and government
entities in emerging market countries and other securities bearing fixed or variable interest rates of any maturity. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
Generally, fixed income instruments consist of a security or instrument having one or more of the following characteristics: a fixed-income security, a security
issued at a discount to its face value, a security that
-111-
pays interest or a security with a stated principal amount that requires repayment of some or all of that principal amount to the holder of the security. The Funds Adviser interprets the
term broadly as an instrument or security evidencing what is commonly referred to as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one or more debt securities.
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 major emerging market securities indexes.
The Fund will generally invest in at least four emerging market countries. In allocating investments among various emerging market countries, the
portfolio manager attempts to analyze internal political, market and economic factors. These factors include:
|
|
foreign investment regulations;
|
|
|
stability of exchange rate policy; and
|
The Fund may invest in
hybrid securities relating to emerging market countries. A third party or the Funds Adviser may create a hybrid security by combining an income-producing debt security and the right to receive payment based on the change in the price of an
equity security.
The Fund may invest, without limitation, in fixed income instruments of any credit quality, including those that at the time of
investment are unrated or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally recognized statistical rating organization. Fixed income instruments rated below investment grade, or unrated
securities that are
-112-
determined by the Funds Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds. Generally, lower-rated debt securities offer a higher yield than
higher rated debt securities of similar maturity but are subject to greater risk of loss of principal and interest than higher rated securities of similar maturity. High yield securities or junk bonds generally can be classified into two categories:
(a) securities issued without an investment grade rating and (b) securities whose credit ratings have been downgraded below investment grade because of declining investment fundamentals.
The Fund may invest up to 20% of its net assets in defaulted corporate securities where the portfolio manager believes the restructured enterprise valuations or
liquidation valuations may exceed current market values. In addition, the Fund may invest in defaulted sovereign investments where the portfolio manager believes the expected debt sustainability of the country is not reflected in current market
valuations. 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 in solvency proceedings) is subject to
significant uncertainties.
The Fund may invest in derivatives, such as options, swaps (including credit default swaps), futures, structured
investments, foreign currency futures and forward contracts. In a credit default swap, one party makes a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party on its
obligation or other credit event. These practices may be used to hedge the Funds portfolio as well as for investment purposes; however, such practices sometimes may reduce returns or increase volatility.
In managing the Funds investments, under normal market conditions, the portfolio manager intends to seek to construct an investment portfolio with a weighted
average effective duration of no less than two years and no more than eight years. 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. For example, the value of a portfolio of fixed income securities with an average duration of three years would generally be expected to decline by approximately 3% if interest rates rose by one percentage point. Effective duration is a
measure of the Funds portfolio duration adjusted for the anticipated effect of interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary materially from its target,
from
-113-
time to time, and there is no assurance that the effective duration of the Funds investment portfolio will not exceed its target.
Emerging market securities held by the Fund may be denominated in emerging market currencies, the U.S. dollar, or other currencies. A substantial portion of the
Funds investments may be denominated in the U.S. dollar.
Portfolio securities may be sold at any time. Sales may occur when the Funds
portfolio manager perceives deterioration in the credit fundamentals of the issuer, when the portfolio manager believes there are negative macro geo-political considerations that may affect the issuer, when the portfolio manager determines to take
advantage of a better investment opportunity, or when the individual security has reached the portfolio managers sell target.
Any percentage
limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and
as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or
requirement.
Principal Risks.
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset
value, yield, and total return are (in alphabetical order) the following:
|
|
|
|
|
Debt Securities Risks
Defaulted Securities Risk
Derivatives Risk
Emerging Market Country Risk
Financial Services Risk
Foreign Currency Risk
|
|
Foreign Investing Risk
Junk Bond Risk
Leveraging Risk
Liquidity Risk
Market Risk
Portfolio Management Risk
Portfolio Turnover Risk
|
|
Price Volatility Risk
Reliance on the Adviser
Securities or Sector Selection Risk
|
Please see page 138 of this Prospectus for more information regarding these risks.
-114-
DoubleLine Multi-Asset Growth Fund
The DoubleLine Multi-Asset Growth Fund (for purposes of this section, the
Fund
) seeks long-term capital appreciation by actively allocating its
assets across asset classes, market sectors, and specific investments. The Funds Adviser allocates the Funds assets in response to changing market, economic, and political factors and events that the Funds portfolio managers
believe may affect the value of the Funds investments. The Funds Adviser will attempt to construct a portfolio with the potential for capital appreciation, but may also seek to control risk by active allocation among asset classes,
market and economic sectors, and issuers. The Funds portfolio will be actively managed, and the allocation of the Funds assets to asset classes, market sectors, and issuers will change over time, sometimes rapidly.
The Funds principal investments may include:
Equity Investments
Equity securities, of any kind, of U.S. or foreign issuers of any size. Equity securities include common
stocks, preferred stocks, and securities convertible into common or preferred stocks, and options and warrants to purchase common or preferred stocks.
Debt obligations
Debt obligations, of any kind, including, by way of example, U.S. and foreign corporate investment-grade securities; U.S. Government securities and securities of foreign
governments and supranational entities; U.S. and foreign below investment-grade bonds; mortgage-backed and other asset-backed securities; obligations of international agencies or supranational entities; debt securities convertible into equity
securities; inflation-indexed bonds; structured notes, including hybrid or indexed securities, event-linked bonds, and loan participations; delayed funding loans and revolving credit facilities; and cash instruments. The Fund may invest in
convertible securities and warrants. The Fund may invest a substantial portion of its assets in mortgage-backed securities, including collateralized mortgage obligations, and other asset-backed securities. The Fund may invest in investments of any
maturity. The Fund may invest in securities of any quality, including defaulted securities, and may invest without limit in securities rated below investment grade, sometimes referred to as high yield or junk bonds. An investment will be considered
to be below investment grade if it is rated Ba1 or lower by Moodys Investors Service, Inc. and BB+ or lower by Standard & Poors Ratings Group. The Fund also may invest in unrated securities of any credit quality. When purchasing
unrated
-115-
securities for the Fund, the Funds Adviser may assess such unrated securities as being of comparable ratings quality to other bonds and assign an internal credit rating to such unrated
bonds. Fixed income securities in which the Fund invests may include securities that pay interest at fixed rates or at floating or variable rates; payments of principal or interest may be made at fixed intervals or only at maturity or upon the
occurrence of stated events or contingencies.
Real Estate
Investments in real estate related securities, such
as REITs (equity REITs or mortgage REITs), real estate operating companies, brokers, developers, and builders of residential, commercial, and industrial properties; property management firms; finance, mortgage, and mortgage servicing firms;
construction supply and equipment manufacturing companies; and firms dependent on real estate holdings for revenues and profits, including lodging, leisure, timber, mining, and agriculture companies.
Commodities
Investments intended to provide exposure to one or more physical commodities or commodities indices. Investments
may include, by way of example, ETFs, futures contracts, options on futures contracts, forward contracts, securities designed to provide commodity-based exposures, and common or preferred stocks of subsidiaries of the Fund that invest directly or
indirectly in precious metals and minerals or other commodity-related investments.
Currencies
Investment positions
in various foreign currencies, including actual holdings of those currencies, and forward, futures, swap, and option contracts with respect to foreign currencies.
Short-Term Investments
Short-term, high quality investments, including, for example, commercial paper, bankers acceptances, certificates of deposit, bank time deposits, repurchase
agreements, and investments in money market mutual funds or similar pooled investments.
Although there is no limit on the amount of the Funds
assets that may be invested in any particular asset class, the Funds Adviser currently expects that the Fund will typically invest at least 20% of its assets in equity securities and other equity-related investments and at least 20% of its
assets in debt obligations and short-term investments; the Fund may invest less than these amounts at any time if the Funds Adviser believes it may be in the Funds best interest to do so.
-116-
The Fund may make any investment or use any investment strategy consistent with applicable law. The Fund may
engage in short sales, either to earn additional return or to hedge existing investments. The Fund may enter into derivatives transactions of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset
classes or issuers. The Fund may use derivatives transactions with the purpose or effect of creating investment leverage. Although the Fund reserves the right to invest in derivatives of any kind, it currently expects that it may use the following
types of derivatives: 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, 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 (such as credit default swaps), put and call options, and exchange-traded and
structured notes, to take indirect long or short positions on indexes, securities, currencies, or other indicators of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities
or indexes of commodities. Any use of derivatives strategies entails the risks of investing directly in the securities or instruments underlying the derivatives strategies, as well as the risks of using derivatives generally, and in some cases the
risks of leverage, described in this Prospectus and in the Funds Statement of Additional Information (
SAI
).
The Fund may
invest some or all of its assets in other investment companies or pools, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private investment vehicles (such as hedge funds). The Fund may from
time to time invest in one or more subsidiary private investment vehicles organized outside the United States that invest directly or indirectly in precious metals, minerals, or other commodity-related investments. The amount of the Funds
investment in certain investment companies or investment pools may be limited by law or by tax considerations.
The Fund may invest in other investment
companies or private investment vehicles managed by the Funds Adviser or affiliates of the Funds Adviser, including other DoubleLine Funds, to the extent permitted by applicable law. Investing in such vehicles involves potential
conflicts of interest. For example, the Funds Adviser or its affiliates may receive fees based on the amount of assets invested in those vehicles, which fees may be higher than the fees the Funds Adviser receives for managing the Fund.
Investment by the Fund in those other vehicles may be beneficial in the management of
-117-
those other vehicles, by helping to achieve economies of scale or enhancing cash flows. The Funds Adviser may have an incentive to delay selling or redeeming the Funds investment in
an affiliated vehicle in order to minimize any adverse effect on that other vehicle. These and other factors may give the Funds Adviser an economic or other incentive to make or retain an investment for the Fund in an affiliated investment
vehicle in lieu of other investments that may also be appropriate for the Fund. To reduce this potential conflict of interest, the Funds Adviser has agreed to reduce its advisory fee to the extent of advisory fees paid to the Funds
Adviser or its affiliates by other investment vehicles in respect of assets of the Fund invested in those vehicles.
The Fund is registered as a
non-diversified investment company as defined in the 1940 Act and may invest in the securities of a smaller number of issuers than a diversified company. There is no limit on the amount of the Funds assets that may be allocated to one or more
specific asset classes or market sectors. The Fund may invest without limit in obligations of issuers in any country or group of countries, including emerging market countries. The amount of the Funds investment in a particular asset class, or
the types of investments it may make in a particular asset class, may be limited by tax considerations or limitations imposed by federal securities laws.
The Funds Adviser may sell investments when it believes they no longer offer attractive potential future returns compared to other investment opportunities or they present undesirable risks, or in order to
limit losses on securities that have declined in value.
Under normal market conditions, the Fund seeks to remain as fully invested as reasonably
practicable. However, at times, the Funds Adviser may judge that market conditions may make pursuing the Funds investment strategies inconsistent with the best interests of its shareholders. The Funds Adviser then may temporarily
use alternative strategies that are mainly designed to limit the Funds losses. In implementing these strategies, the Fund may invest primarily in, among other things, U.S. Government and agency obligations, cash or money market instruments
(including, to the extent permitted by law or applicable exemptive relief, money market funds), or any other securities the Funds Adviser considers consistent with such defensive strategies. During this period, the Fund may not achieve its
investment objective.
The Funds Adviser may engage in active and frequent trading of the Funds portfolio investments. To the extent that it
does so, the Fund may incur
-118-
greater transaction costs and may make greater distributions of income and gains, which will be taxable to shareholders who do not hold their shares through a tax-advantaged or tax-deferred
account.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or
requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net
assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or requirement.
Principal Risks.
It is possible to lose money on an investment in the Fund.
Among the principal risks
of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical order) the following:
|
|
|
|
|
Affiliated Fund Risk
Asset Allocation Risk
Asset-Backed Securities Investment Risk
Commodities Risk
Debt Securities Risks
Defaulted Securities Risk
Derivatives Risk
Emerging Market Country Risk
Equity Issuer Risk
Exchange-Traded Note Risk
Financial Services Risk
Foreign Currency Risk
|
|
Foreign Investing Risk
Inflation-Indexed Bond Risk
Investment Company and Exchange-Traded Fund Risk
Junk Bond Risk
Large Shareholder Risk
Leveraging Risk
Liquidity Risk
Loan Risk
Market Capitalization Risk
Market Risk
Mortgage-Backed Securities Risk
|
|
Non-Diversification
Risk
Portfolio Management Risk
Portfolio Turnover Risk
Price Volatility Risk
Real Estate Risk
Reliance on the Adviser
Securities or Sector Selection Risk
Short Sale Risk
Tax Risk
U.S. Government Securities Risk
|
Please see page 138 of this Prospectus for more information regarding these risks.
-119-
DoubleLine Low Duration Bond Fund
The DoubleLine Low Duration Bond Fund (for purposes of this section, the
Fund
) seeks current income by investing principally in debt securities
of any kind.
The Fund may invest without limit in mortgage-backed securities of any maturity or type, including those guaranteed by, or secured by
collateral that is guaranteed by, the United States Government, its agencies, instrumentalities or sponsored corporations as well as those of private issuers not subject to any guarantee. Mortgage-backed securities include, among others, government
mortgage pass-through securities, collateralized mortgage obligations, multiclass pass-through securities, private mortgage pass-through securities, stripped mortgage securities (
e.g.
, interest-only and principal-only securities) and inverse
floaters. The Fund may also invest in corporate debt obligations (including foreign hybrid securities); asset-backed securities; foreign securities (corporate and government); emerging market securities (corporate and government); inflation-indexed
bonds; bank loans and assignments; income-producing securitized products, including collateralized loan obligations; preferred securities; and other instruments bearing fixed or variable interest rates of any maturity.
The Funds Adviser will normally seek to construct an investment portfolio for the Fund with a dollar-weighted average effective duration of three years or
less. 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. For example, the value of a portfolio of fixed income securities with an
average duration of three years would generally be expected to decline by approximately 3% if interest rates rose by one percentage point. Effective duration is a measure of the Funds portfolio duration adjusted for the anticipated effect of
interest rate changes on bond and mortgage pre-payment rates. The effective duration of the Funds investment portfolio may vary significantly from time to time, and there is no assurance that the effective duration of the Funds
investment portfolio will not exceed three years at any time. The Fund may invest in individual securities of any maturity or duration.
In
managing the Funds investments, the portfolio managers typically use 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:
|
|
security selection within a given sector;
|
-120-
|
|
relative performance of the various market sectors;
|
|
|
the shape of the yield curve; and
|
|
|
fluctuations in the overall level of interest rates.
|
Under normal circumstances, the Fund intends to invest primarily in fixed income and other income-producing instruments rated investment grade and unrated securities considered by the Funds Adviser to be of
comparable credit quality. The Fund may, however, invest up to 50% of its total assets in fixed income and other income-producing instruments rated below investment grade and those that are unrated but determined by the Funds Adviser to be of
comparable credit quality. Those instruments include high yield, high risk bonds, commonly known as junk bonds.
The Funds 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, inverse floaters, futures contracts, U.S. Treasury swaps, interest rate swaps and total
return swaps). 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 also enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or
reduce, long or short exposure to one or more asset classes or issuers. The Fund may also use derivatives transactions with the purpose or effect of creating investment leverage. For example, the Fund may use 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, 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 (such as credit default swaps), put and call options, and exchange-traded and structured notes, to take indirect long or short positions on indexes,
securities, currencies, or other indicators of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of commodities.
Under normal circumstances, the Fund intends to invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in bonds. Bonds
include bonds, debt securities and fixed income and income-
-121-
producing instruments of any kind issued by governmental or private-sector entities. Most bonds consist of a security or instrument having one or more of the following characteristics: a
fixed-income security, a security issued at a discount to its face value, a security that pays interest or a security with a stated principal amount that requires repayment of some or all of that principal amount to the holder of the security. The
Funds Adviser interprets the term bond broadly as an instrument or security evidencing what is commonly referred to as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative
interest in one or more debt securities.
The Fund may invest in other investment companies or pools, including, for example, other open-end or
closed-end investment companies, ETFs, and domestic or foreign private investment vehicles.
Portfolio securities may be sold at any time. Sales may
occur when the Funds portfolio managers determine to take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively
attractive investment opportunities, when the portfolio managers perceive deterioration in the credit fundamentals of the issuer, or when the individual security has reached the portfolio managers sell target.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and
shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances
will not be considered in determining whether any investment complies with the Funds limitation or requirement.
-122-
Principal Risks.
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical
order) the following:
|
|
|
|
|
Asset-Backed Securities Investment Risk
Debt Securities Risks
Derivatives Risk
Emerging Market Country Risk
Financial Services Risk
Foreign Currency Risk
Foreign Investing Risk
Inflation-Indexed Bond Risk
|
|
Investment Company and Exchange-Traded Fund
Risk
Junk Bond Risk
Leveraging Risk
Liquidity Risk
Market Risk
Mortgage-Backed Securities Risk
Portfolio Management Risk
Preferred Securities Risk
|
|
Price Volatility Risk
Real Estate Risk
Reliance on the Adviser
Securities or Sector Selection Risk
U.S. Government Securities Risk
|
Please see page 138 of this Prospectus for more information regarding these risks.
DoubleLine Floating Rate Fund
The
Fund invests primarily in floating rate loans and other floating rate investments.
Floating rate loans are typically debt obligations with interest
rates that adjust or float periodically, often on a daily, monthly, quarterly, or semiannual basis by reference to a base lending rate (such as LIBOR) plus a premium. Certain floating rate loans are secured by specific collateral of the
borrower and are senior to most other securities of the borrower (e.g., common stock and other debt instruments) in the event of bankruptcy (
Senior Loans
). Other floating rate loans may be unsecured obligations of the borrower. A
floating rate loan may be structured and administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. Such floating rate loans may be acquired through the agent or from the borrower, as an
assignment from another lender who holds a direct interest in the floating rate loan, or as a participation interest in another lenders portion of the floating rate loan.
-123-
Other floating rate investments include, without limitation, floating rate debt securities;
inflation-indexed securities; certain mortgage- and asset-backed securities, collateralized loan obligations, collateralized debt obligations, and collateralized mortgage obligations backed by or structured as floating rate investments and having,
in the judgment of the Funds Adviser, characteristics similar to those of other floating rate investments; adjustable rate mortgages; floaters; inverse floaters; money market securities of all types; repurchase agreements; and shares of money
market and short-term bond funds.
The Fund normally will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes)
in floating rate loans and other floating rate investments. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change. For purposes of this policy, any security or instrument will be considered
a floating rate investment if it has a maturity of six months or less even if it pays a rate of interest rate that does not reset or adjust prior to maturity. The Funds investments in derivatives and other synthetic instruments that provide
exposure comparable, in the judgment of the Funds Adviser, to floating rate investments will be counted toward satisfaction of this 80% policy as well.
The Fund may invest in securities or instruments of any credit quality. The Fund expects that many or all of the Funds investments will be rated below investment grade or unrated but of comparable credit
quality. Floating rate and other investments rated below investment grade, or unrated securities that are determined by the Funds Adviser to be of comparable quality, are high yield, high risk securities, commonly known as junk bonds. Such
investments entail high risk and have speculative characteristics. The Fund may invest in securities of stressed, distressed, and defaulted issuers (including issuers involved in bankruptcy proceedings, reorganizations, financial restructurings, or
otherwise experiencing financial hardship).
Subject to the Funds policy to invest at least 80% of its net assets or floating rate loans and other
floating rate investments, the Fund may invest any portion of its assets in bonds, debentures, notes and other debt instruments, preferred securities, money market securities, investment-grade debt securities, repurchase agreements, and any security
or instrument bearing a floating or adjustable rate of interest, including by investing in other investment companies or pools, ETFs, and domestic or foreign private investment vehicles. Money market securities include, among other things, bank
certificates of deposit, bankers acceptances, bank time deposits, notes, commercial paper, and U.S. Government
-124-
securities. A repurchase agreement is an agreement to buy a security at one price and a simultaneous agreement to sell it back at an agreed-upon price (representing return of principal plus
interest).
The Fund may invest in obligations of corporate and governmental issuers of any maturity. The Fund may invest in foreign investments,
including emerging markets, without limit.
The Funds investments in loans may include loans issued in an offering that has been oversubscribed.
The Fund may be able to sell such investments at a gain shortly after those investments are made. If the Fund seeks to take advantage of such opportunities, it may lead to higher levels of portfolio turnover, increased transaction costs and greater
amounts of taxable distributions to shareholders. There can be no assurance that the Funds Adviser will be able to identify such opportunities successfully or sell any investments at a gain.
The Fund may enter into derivatives transactions and other instruments of any kind for duration management purposes, hedging purposes or otherwise to gain, or
reduce, long or short exposure to one or more asset classes or issuers. The Fund also may use derivatives transactions with the purpose or effect of creating investment leverage. For example, the Fund may use futures contracts and options on futures
contracts in order to gain efficient long or short investment exposures as an alternative to cash investments, to adjust the Funds duration, or to hedge against portfolio exposures; interest rate swaps, to gain indirect long or short exposures
to interest rates, issuers, or currencies, to adjust the Funds duration, or to hedge against portfolio exposures; and total return swaps and credit derivatives (such as credit default swaps), put and call options, and exchange-traded and
structured notes, to take indirect long or short positions on indexes, securities, currencies, or other indicators of value. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities
or indexes of commodities.
The Funds portfolio managers may consider a wide variety of factors in purchasing and selling investments for the
Fund, including, without limitation, fundamental analysis of the issuer, the credit quality of the issuer and any collateral securing the investment, the issuers management, capital structure, leverage, and operational performance, and the
business outlook for the industry of the issuer. The Fund also may consider available credit ratings. However, credit ratings are based largely on the issuers historical financial condition and the rating agencies
-125-
investment analysis at the time of rating. The rating assigned to any particular investment does not necessarily reflect the issuers current financial condition, and does not reflect an
assessment of an investments volatility or liquidity. Although the Funds portfolio managers may consider credit ratings in making investment decisions, they typically perform their own investment analysis and generally do not rely upon
the independent credit rating agencies in making investment decisions.
Portfolio securities may be sold at any time. For example, the Funds
portfolio managers may sell a Fund investment in order to take advantage of what they consider to be a better investment opportunity, when they believe the investment no longer represents a relatively attractive investment opportunity, when they
perceive deterioration in the credit fundamentals of the issuer, or when the individual investment has reached the portfolio managers sell target.
Any percentage limitation and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is
applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Additionally, any later increase or decrease resulting from a change in values, net assets or other
circumstances will not be considered in determining whether any investment complies with the Funds limitation or requirement.
-126-
Principal Risks.
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return, are (in alphabetical
order) the following:
|
|
|
|
|
Affiliated Fund Risk
Asset-Backed Securities Investment Risk
Confidential Information Access Risk
Counterparty Risk
Debt Securities Risk
Defaulted Securities Risk
Derivatives Risk
Emerging Market Country Risk
Financial Services Risk
Foreign Currency Risk
Foreign Investing Risk
|
|
Inflation-Indexed Bond Risk
Investment Company and Exchange-Traded Fund Risk
Junk Bond Risk
Large Shareholder Risk
Leveraging Risk
Limited Operating History Risk
Liquidity Risk
Loan Risk
Market Risk
Mortgage-Backed Securities Risk
|
|
Portfolio Management Risk
Portfolio Turnover Risk
Preferred Securities Risk
Prepayment Risk
Price Volatility Risk
Reliance on the Adviser
Securities or Sector Selection Risk
U.S. Government Securities Risk
|
Please see page 138 of this Prospectus for more information regarding these risks.
DoubleLine Equities Small Cap Growth Fund
The DoubleLine Equities Small Cap Growth Fund (for purposes of this section, the
Fund
) seeks long-term capital appreciation. The Fund intends to invest its assets principally in equity securities
of small capitalization U.S. companies or foreign companies whose shares trade on a U.S. exchange or that the Funds Adviser determines are otherwise actively traded in the United States, including in the form of ADRs, ADSs, and other similar
securities. The Fund may also invest, however, in securities that trade principally or only outside the United States.
Under normal circumstances, the
Fund will invest at least 80% of the value of its net assets (plus the amount of any borrowings for investment purposes) in equity securities issued by companies with market
-127-
capitalizations, at the time of acquisition, within the capitalization range of the companies included in the Russell 2000
®
Growth Index. The Funds investments in derivatives and other synthetic instruments that provide exposure comparable, in the judgment of the Funds Adviser,
to investments in equity securities of small capitalization companies will be counted toward satisfaction of this 80% policy as well. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
As of May 31, 2013, the market capitalization of companies included in the Russell 2000
®
Growth Index was between $29
million and $6.7 billion.
In managing the Funds investments, the portfolio manager normally uses a bottom up approach to identify
small cap growth companies for investment. First, the Funds Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies identified through this screening process are then subjected to
fundamental analysis to identify one or more of the following factors, among others:
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team;
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash; and
|
|
|
a differentiated product or service.
|
Equity
securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred stock, bonds and debentures; and rights or warrants to purchase common or preferred stock, as well as other securities
with equity characteristics, such as investment companies and ETFs that invest primarily in equity securities. The Fund may invest without limit in other investment
-128-
companies or pools of any kind, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private investment vehicles. The Fund may invest in other
investment companies or private investment vehicles managed by the Funds Adviser or its affiliates, to the extent permitted by applicable law.
The Fund may invest without limit in foreign securities, including emerging market securities.
The Fund may invest in companies that do not have publicly-traded securities but that the portfolio manager determines represent attractive growth investments, such as companies that are relatively newly-formed,
may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. For example,
the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions on indexes, securities, or other indicators of value, either for hedging
purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of
commodities.
Subject to the Funds 80% policy described above, the Fund may invest in investments other than small cap equity securities. Those
investments may include, without limitation, equity securities of issuers of any market capitalization, fixed income instruments, floating rate obligations, short-term investments, such as money market securities, and cash. The Fund may not always
be fully invested.
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio manager determines to take advantage of
what the portfolio manager considers to be a better investment opportunity, when the portfolio manager believes the portfolio securities no longer represent relatively attractive investment opportunities, when the portfolio manager perceives
deterioration in the fundamentals of the issuer, when the portfolio manager believes the intermediate and long-term prospects for the issuer are poor, or when the individual security has reached the portfolio managers sell target.
-129-
At times, the portfolio manager may judge that market conditions may make pursuing the Funds investment
strategies inconsistent with the best interests of its shareholders. The Funds Adviser then may, but is not required to, temporarily use alternative strategies that are mainly designed to limit the Funds losses. In implementing these
strategies, the Fund may invest primarily in, among other things, U.S. Government and agency obligations, fixed or floating rate investments, cash or money market instruments (including, money market funds), or any other securities the portfolio
considers consistent with such defensive strategies. During this period, the Fund may not achieve its investment objective.
Any percentage limitation
and requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a
result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or
requirement.
Principal Risks.
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset
value, yield, and total return are (in alphabetical order) the following:
|
|
|
|
|
Cash Position Risk
Convertible Securities Risk
Depositary Receipts Risk
Derivatives Risk
Emerging Market Country Risk
Equity Issuer Risk
Foreign Currency Risk
Foreign Investing Risk
Growth Securities Risk
Investment Company and Exchange-Traded Fund Risk
|
|
Large Shareholder Risk
Limited Operating History Risk
Liquidity Risk
Market Capitalization Risk
Market Risk
Portfolio Management Risk
Portfolio Turnover Risk
Price Volatility Risk
|
|
Privately-Held Companies and Private Funds
Risk
Reliance on the Adviser
Securities or Sector Selection Risk
Small Companies Risk
|
-130-
Please see page 138 of this Prospectus for more information regarding these risks.
DoubleLine Equities Growth Fund
The
DoubleLine Equities Growth Fund (for purposes of this section, the
Fund
) seeks long-term capital appreciation. The Fund intends to invest its assets principally in equity securities of U.S. companies or foreign companies whose
shares trade on a U.S. exchange or that the Funds Adviser determines are otherwise actively traded in the U.S., including in the form of ADRs, ADSs, and other similar securities. The Fund may also invest, however, in securities that trade
principally or only outside the United States. The Fund may invest in companies of any size and may invest without limit in foreign securities, including emerging market securities.
In managing the Funds investments, the portfolio managers normally use a bottom up approach to identify attractive growth companies across all market capitalizations for investment. First, the
Funds Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies identified through this screening process are then subjected to fundamental analysis to identify one or more of the following
factors, among others:
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team;
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash; and
|
|
|
a differentiated product or service.
|
Equity
securities include common and preferred stock, securities convertible into common or preferred stock such as convertible preferred
-131-
stock, bonds and debentures; and rights or warrants to purchase common or preferred stock, as well as other securities with equity characteristics, such as investment companies and ETFs that
invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools of any kind, including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private investment
vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Funds Adviser or its affiliates, to the extent permitted by applicable law.
The Fund may invest in companies that do not have publicly-traded securities but that the portfolio managers determine represent attractive growth investments, such as companies that are relatively newly-formed,
may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. For example,
the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect long or short positions on indexes, securities, or other indicators of value, either for hedging
purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of
commodities.
Under normal circumstances, the Fund will invest at least 80% of the value of its net assets (plus the amount of any borrowings for
investment purposes) in equity securities. The Funds investments in derivatives and other synthetic instruments that provide exposure comparable, in the judgment of the Funds Adviser, to investments in equity securities will be counted
toward satisfaction of this 80% policy as well. If the Fund changes this investment policy, it will notify shareholders at least 60 days in advance of the change.
Subject to the Funds 80% policy described above, the Fund may invest in investments other than equity securities. Those investments may include, without limitation, fixed income instruments, floating rate
obligations, short-term investments, such as money market securities, and cash. The Fund may not always be fully invested.
-132-
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio managers determine to
take advantage of what the portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities, when the portfolio
managers perceive deterioration in the fundamentals of the issuer, when the portfolio managers believe the intermediate and long-term prospects for the issuer are poor, or when the individual security has reached the portfolio managers sell
target.
At times, the portfolio managers may judge that market conditions may make pursuing the Funds investment strategies inconsistent with the
best interests of its shareholders. The Funds Adviser then may, but is not required to, temporarily use alternative strategies that are mainly designed to limit the Funds losses. In implementing these strategies, the Fund may invest
primarily in, among other things, U.S. Government and agency obligations, fixed or floating rate investments, derivative instruments, cash or money market instruments (including, money market funds), or any other securities the portfolio considers
consistent with such defensive strategies. During this period, the Fund may not achieve its investment objective.
Any percentage limitation and
requirement as to investments will apply only at the time of an investment to which the limitation or requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of
such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other circumstances will not be considered in determining whether any investment complies with the Funds limitation or requirement.
-133-
Principal Risks.
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical
order) the following:
|
|
|
|
|
Cash Position Risk
Convertible Securities Risk
Depositary Receipts Risk
Derivatives Risk
Emerging Market Country Risk
Equity Issuer Risk
Foreign Currency Risk
Foreign Investing Risk
Growth Securities Risk
|
|
Investment Company and Exchange-Traded Fund
Risk
Large Shareholder Risk
Limited Operating History Risk
Liquidity Risk
Market Capitalization Risk
Market Risk
Portfolio Management Risk
|
|
Portfolio Turnover Risk
Price Volatility Risk
Privately-Held Companies and Private Funds Risk
Reliance on the Adviser
Securities or Sector Selection Risk
|
Please see page 138 of this Prospectus for more information regarding these risks.
DoubleLine Equities Technology Fund
The DoubleLine Equities Technology Fund (for purposes of this section, the
Fund
) seeks long-term capital appreciation. The Fund intends to
invest substantially all of its assets in equity securities of technology-related companies anywhere in the world. Such companies may include, for example, companies whose businesses involve the development, marketing, or commercialization of
technology or products or services related to or dependent on technology. Such companies would include, without limitation, companies involved in such industries as information technology, software, computer hardware and peripherals, data
processing, business outsourcing services, telecommunications, internet software and hardware, e-commerce companies, media and entertainment, electronics, systems integration, manufacturing, semiconductors, medical technology and automation. The
Fund may invest in companies of any size.
Under normal circumstances, the Fund will invest at least 80% of the value of its net assets (plus the amount
of any borrowings for investment
-134-
purposes) in equity securities of technology-related companies. For this purpose, technology-related companies include those companies that have been classified into an industry that forms a part
of either the Information Technology Sector or Telecommunication Services Sector as determined by the Global Industry Classification Standard. The Funds investments in derivatives and other synthetic instruments that provide exposure
comparable, in the judgment of the Funds Adviser, to investments in technology-related companies will be counted toward satisfaction of this 80% policy as well. If the Fund changes this investment policy, it will notify shareholders at least
60 days in advance of the change.
The Fund may invest without limit in foreign securities, including emerging market securities.
In managing the Funds investments, the portfolio managers normally use a bottom up approach to identify companies across all market
capitalizations with growth potential. First, the Funds Adviser uses quantitative and qualitative criteria to screen companies for favorable characteristics. Companies identified through this screening process are then subjected to fundamental
analysis to identify one or more of the following factors, among others:
|
|
a differentiated product or service;
|
|
|
a record of consistent earnings or revenue growth or the potential to grow revenue or earnings significantly;
|
|
|
the potential to earn an attractive return on equity;
|
|
|
the potential to benefit significantly from advancements or improvements in technology or the wider adoption of a particular technology;
|
|
|
a large and growing market share or competing in a large or growing market, offering the potential for increasing revenue;
|
|
|
a strong balance sheet;
|
|
|
significant ownership by management and a strong management team; and
|
|
|
the ability to fund revenue and earnings growth with internally generated free cash flow or balance sheet cash.
|
-135-
Equity securities include common and preferred stock, securities convertible into common or preferred stock such
as convertible preferred stock, bonds and debentures (such convertible bonds and debentures may be of any maturity and credit quality, including bonds rated below investment grade, commonly known as junk bonds); and rights or warrants to
purchase common or preferred stock, as well as other securities with equity characteristics, such as investment companies and ETFs that invest primarily in equity securities. The Fund may invest without limit in other investment companies or pools,
including, for example, other open-end or closed-end investment companies, ETFs, and domestic or foreign private investment vehicles. The Fund may invest in other investment companies or private investment vehicles managed by the Funds Adviser
or its affiliates, to the extent permitted by applicable law.
The Fund may invest in companies that do not have publicly-traded securities but that the
portfolio managers determine represent attractive growth investments, such as companies that are relatively newly-formed, may represent attractive acquisition targets for more-established companies or may be contemplating an initial public offering
of their shares in the future.
The Fund may enter into derivatives transactions and other instruments of any kind for hedging purposes or otherwise to
gain, or reduce, long or short exposure to one or more asset classes or issuers. For example, the Fund may buy or sell put and call options and futures contracts and related options, and may enter into swap transactions, in order to take indirect
long or short positions on indexes, securities, currencies, or other indicators of value, either for hedging purposes or to achieve efficient long or short investment exposures as an alternative to cash investments. The Fund may use futures
contracts and other derivatives to gain long or short exposure to one or more physical commodities or indexes of commodities. The Fund may, but will not necessarily, enter into foreign currency exchange transactions to hedge against currency
exposure in its portfolio.
Subject to the Funds 80% policy described above, the Fund may invest in investments other than technology-related
companies. Those investments may include, without limitation, equity securities of any kind, fixed income instruments, floating rate obligations, short-term investments, such as money market securities, and cash. The Fund may not always be fully
invested.
Portfolio securities may be sold at any time. Sales may occur when the Funds portfolio managers determine to take advantage of what the
-136-
portfolio managers consider to be a better investment opportunity, when the portfolio managers believe the portfolio securities no longer represent relatively attractive investment opportunities,
when the portfolio managers perceive deterioration in the fundamentals of the issuer, when the portfolio managers believe the prospects for the issuer are poor, or when the individual security has reached the portfolio managers sell target.
At times, the portfolio managers may judge that market conditions may make pursuing the Funds investment strategies inconsistent with the best
interests of its shareholders. The Funds Adviser then may, but is not required to, temporarily use alternative strategies that are mainly designed to limit the Funds losses. In implementing these strategies, the Fund may invest primarily
in, among other things, U.S. Government and agency obligations, fixed or floating rate investments, cash or money market instruments (including, money market funds), or any other securities the portfolio considers consistent with such defensive
strategies. During this period, the Fund may not achieve its investment objective.
Any percentage limitation and requirement as to investments will
apply only at the time of an investment to which the limitation or requirement is applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any
later increase or decrease resulting from a change in values, net assets or other circumstances, such as the classification of a company into a different sector, will not be considered in determining whether any investment complies with the
Funds limitation or requirement.
-137-
Principal Risks.
It is possible to lose money on an investment in the Fund.
Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield, and total return are (in alphabetical
order) the following:
|
|
|
|
|
Cash Position Risk
Concentration Risk
Convertible Securities Risk
Depositary Receipts Risk
Derivatives Risk
Emerging Market Country Risk
Equity Issuer Risk
Foreign Currency Risk
Foreign Investing Risk
Growth Securities Risk
|
|
Investment Company and Exchange-Traded Fund
Risk
Limited Operating History Risk
Liquidity Risk
Market Capitalization Risk
Market Risk
Portfolio Management Risk
Portfolio Turnover Risk
|
|
Price Volatility Risk
Privately-Held Companies and Private Funds Risk
Reliance on the Adviser
Securities or Sector Selection Risk
Small Companies Risk
Technology Investment Risk
|
Principal Risks
Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more
money your investment may earn for you and the more you can lose.
Since the Funds will hold securities with fluctuating market prices, the value of each Funds shares will vary as its portfolio securities increase or decrease in
value. Therefore, the value of your investment in a Fund could go down as well as up. You can lose money by investing in a Fund.
When you sell your shares of a Fund, they could be worth more or less than what you paid for them.
Each Fund is affected by changes in the economy, or in securities and other markets. There is also the possibility that investment decisions a
Funds Adviser makes with respect to the investments of the Fund will not accomplish what they were designed to achieve or that the investments will have disappointing performance.
Your investment in a Fund may be subject (in varying degrees) to the following risks discussed below. Each Fund may be more susceptible to
-138-
some of the risks than others. References to the Adviser in the descriptions of the risks below refer to the Adviser of each Fund, as applicable.
Affiliated Fund Risk
Investing in other investment
companies or private investment vehicles sponsored or managed by the Adviser or affiliates of the Adviser, including other series of the Trusts (each, a
DoubleLine Fund
and, collectively, the
DoubleLine Funds
),
involves potential conflicts of interest. For example, the Adviser or its affiliates may receive fees based on the amount of assets invested in those vehicles, which fees may be higher than the fees the Adviser receives for managing a Fund.
Investment by a Fund in those other vehicles may be beneficial in the management of those other vehicles, by helping to achieve economies of scale or enhancing cash flows. Due to these and other factors, the Adviser may choose to invest a portion of
a Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may choose to invest in such investment companies over investment companies
sponsored or managed by others. Similarly, the Adviser may delay or decide against the sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates. To reduce this potential conflict of interest,
the Adviser has agreed to reduce its advisory fee to the extent of advisory fees paid to the Adviser by other investment vehicles sponsored by the Adviser in respect of assets of the Fund invested in those other vehicles.
Asset Allocation Risk
A Funds investment performance
may depend, at least in part, on how its assets are allocated and reallocated among the asset classes and underlying funds in which it invests according to the Funds asset allocation targets and ranges. It is possible that the Adviser will
focus on asset classes, underlying funds, or investments that perform poorly or underperform other asset classes, underlying funds, or available investments under various market conditions. You could lose money on your investment in the Fund as a
result of these allocation decisions. Although the Fund will attempt to invest in a number of different asset classes, to the extent that the Fund invests a significant portion of its assets in a single or limited number of asset classes, underlying
funds, or investments, it will be particularly sensitive to the risks associated with the asset classes, funds, or investments in which it concentrates.
-139-
Asset-Backed Securities Investment Risk
Asset-backed investments tend to increase in value less than other debt securities when interest rates decline, but are subject to similar risk of decline in market value during periods of rising interest rates. In
a period of declining interest rates, a Fund may be required to reinvest more frequent prepayments on asset-backed investments in lower-yielding investments. Asset-backed securities in which a Fund invests may have underlying assets that include,
among others, motor vehicle installment sales or installment loan contracts, home equity loans, leases of various types of real and personal property, and receivables from credit card agreements. There is a risk that borrowers may default on their
obligations in respect of those underlying obligations. Certain assets underlying asset-backed securities are subject to prepayment, which may reduce the overall return to asset-backed security holders. Holders may also experience delays in payment
on the securities if the full amounts due on underlying sales contracts or receivables are not realized by a trust because of unanticipated legal or administrative costs of enforcing the contracts or because of depreciation or damage to the
collateral (usually automobiles) securing certain contracts, or other factors. The values of asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore 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 may also affect the rights of security holders in and to the underlying collateral. The
insolvency of entities that generate receivables or that utilize the assets may result in added costs and delays in addition to losses associated with a decline in the value of underlying assets. Certain asset-backed securities do not have the
benefit of the same security interest in the related collateral as do mortgage-backed securities; nor are they provided government guarantees of repayment as are some mortgage-backed securities. Credit card receivables generally are unsecured, and
the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. In addition, some
issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that
of the holders of the related automobile receivables. The impairment of the value of collateral or other assets underlying an asset-backed security, such as a result of non-payment of loans or non-performance of other collateral or underlying
assets, may result in a reduction in the value of
-140-
such asset-backed securities and losses to a Fund. It is possible that many or all asset-backed securities will fall out of favor at any time or over time with investors, affecting adversely the
values and liquidity of the securities.
Cash Position Risk
A Fund may hold any portion of its assets in cash, cash equivalents, or other short-term investments at any time or for an extended time. The Adviser will determine the amount of a Funds assets to be held in
cash or cash equivalents at its sole discretion, based on such factors as it may consider appropriate under the circumstances. To the extent that a Fund holds assets in cash or is otherwise uninvested, the Funds ability to meet its objective
may be limited.
Commodities Risk
A
Fund may directly or indirectly have exposure to global commodity markets or particular commodities (such as precious metals or natural gas). Therefore, the value of its shares is affected by factors particular to the commodity markets. Commodity
prices can be extremely volatile and are affected by a wide range of factors, including changes in overall market movements, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency exchange rates,
population growth and changing demographics, nationalization, expropriation, or other confiscation, international regulatory, political, and economic developments (for example, regime changes and changes in economic activity levels), and
developments affecting a particular industry or commodity, such as drought, floods, or other weather conditions, livestock disease, trade embargoes, competition from substitute products, transportation bottlenecks or shortages, fluctuations in
supply and demand, and tariffs. A Fund may from time to time invest in one or more subsidiaries organized outside the United States that invest directly or indirectly in, among other things, precious metals or minerals or other commodity-related
investments. A Funds investment in any one subsidiary is generally limited to 25% of the Funds total assets, and the value of such an investment may be adversely affected by the risks associated with delivery, storage and maintenance,
possible illiquidity, and the unavailability of accurate market valuations of precious metals or minerals or other commodity-related investments as well as by custody and transaction costs associated with a subsidiarys investment in precious
metals or minerals or other commodity-related investments. Investing in commodity-related investments through a subsidiary does not reduce the risks associated with
-141-
investing in such investments. Any such subsidiary will not be registered under the 1940 Act, and will not be subject to all the investor protections of the 1940 Act.
A Fund may also directly or indirectly use commodity-related derivatives. The value of these derivatives may fluctuate more than the relevant underlying commodity
or commodities or commodity index.
Concentration Risk
Concentrating investments in technology-related companies increases the risk of loss because the stocks of many or all of those companies may decline in value due to developments adversely affecting the industries
in which they operate. In addition, investors may buy or sell substantial amounts of a Funds shares in response to factors affecting or expected to affect technology-related companies, resulting in extreme inflows and outflows of cash into and
out of the Fund. Such inflows or outflows might affect management of the Fund adversely, including, for example, if they were to cause the Funds cash position or cash requirements to exceed normal levels.
Confidential Information Access Risk
In managing a Fund,
the Adviser may seek to avoid the receipt of Confidential Information about the issuers of floating rate loans or other investments being considered for acquisition by a Fund or held in a Funds portfolio if the receipt of the Confidential
Information would restrict one or more of the Advisers clients, including, potentially, a 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, a 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. Further, in situations when a 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 a Fund. Receipt of Confidential Information by the Adviser could limit a Funds ability to sell certain investments held by the Fund or pursue certain
investment
-142-
opportunities on behalf of a Fund, potentially for a substantial period of time. In certain situations, the Adviser may create information walls around persons (
walled-off
personnel
) having access to the Confidential Information to limit the restrictions on others at the Adviser. Those measures could impair the ability of walled-off personnel to assist in managing a Fund.
Convertible Securities Risk
Investing in convertible bonds
and securities includes credit risk and interest rate risk. A Funds distributable income and the value of the Funds shares may be reduced due to events associated with such risks.
Credit risk is the risk that the issuer may default in the payment of principal and/or interest on a security and, as a result, a Funds income might be reduced, the value of a Funds investment might
fall, and/or a Fund could lose the entire amount of its investment. 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 or 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 instruments credit quality or value and an issuers or
counterpartys ability to pay interest and principal when due.
Interest rate risk is the risk that the value of the investment may decline if
interest rates rise. The value of a security with a longer duration will be more sensitive to changes in interest rates than a similar security with a shorter duration.
Convertible bonds that are rated below investment grade, or unrated convertible bonds of equivalent credit quality, are high yield, high risk bonds, commonly known as junk bonds. Such bonds are predominately
speculative and involve a higher degree of default risk, may be less liquid and may be subject to greater price volatility than investment grade bonds.
Counterparty Risk
A Fund will be subject to credit
risk with respect to the counterparties to the derivative contracts (whether a clearing corporation in the case of exchange-traded instruments or another third party in the case of over-the-counter instruments) and other instruments entered into
directly by a Fund or held by special purpose or structured vehicles in which a Fund invests. If a counterparty becomes bankrupt or insolvent or otherwise fails
-143-
to perform its obligations to a Fund due to financial difficulties, a Fund may experience significant losses or delays in obtaining any recovery (including recovery of any collateral it
has provided to the counterparty) in a
dissolution, assignment for the benefit of creditors, liquidation, winding-up, bankruptcy, or other analogous proceeding. In addition, in the event of the bankruptcy or insolvency of a counterparty to a
derivative transaction, the derivative transaction would typically be terminated at its fair market value. If a 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, and may not have any claim with respect to any underlying security or asset. 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 U.S. financial reform legislation.
Debt Securities Risks
Debt securities are subject to
various risks including, among others, credit risk and interest rate risk. These risks can affect a securitys price volatility to varying degrees, depending upon the nature of the instrument.
Credit risk:
refers to the risk that an issuer or counterparty will fail to pay its obligations to a Fund when they are due.
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 or 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 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. In addition, lack 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 ratings agencies may be subject to downgrade. Ratings are only opinions of the agencies issuing them as to the likelihood of
-144-
re-payment. They are not guarantees as to quality and they do not reflect market risk. If an issuer or counterparty fails to pay interest, a Funds income might be reduced and the value of
the investment might fall, and if an issuer or counterparty fails to pay principal, the value of the investment might fall and the Fund could lose the amount of its investment.
Extension risk:
refers to 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.
Interest rate
risk:
refers to the risk that the values of debt instruments held by a Fund will fall in response to increases in interest rates. In general, the values of debt securities fall in response to increases in interest rates, and rise in response
to decreases in interest rates. The value of a security with a longer duration will be more sensitive to increases in interest rates than a similar security with a shorter duration. Duration is a measure of the expected life of a bond that is used
to determine the sensitivity of a securitys price to changes in interest rates. For example, the price of a bond fund with an average duration of three years generally would be expected to fall approximately 3% if interest rates rose by one
percentage point. 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. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and
reset caps or floors, among other things).
Defaulted Securities Risk
Defaulted securities risk refers to the uncertainty of repayment of defaulted securities 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
-145-
workout or restructuring or in bankruptcy or insolvency proceedings) is subject to significant uncertainties. Insolvency laws and practices in 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.
Depositary Receipts Risk
A Fund may invest in depositary
receipts that involve similar risks to those associated with investments in foreign securities. Depositary receipts listed on U.S. exchanges are issued by banks or trust companies, and entitle the holder to all dividends and capital gains that are
paid out on the underlying foreign shares. The issuers of certain depositary receipts are under no obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the
deposited securities. Investment in depositary receipts may be less liquid than the underlying shares in their primary trading market. When a Fund invests in a depositary receipt as a substitute for or alternative to an investment directly in the
underlying shares, that Fund is exposed to the risk that the depositary receipt may not provide a return that corresponds precisely with that of the underlying investment.
Derivatives Risk
A derivative is a financial contract whose value depends on changes in the value of one or
more underlying assets, reference rates, or indexes. These instruments include, among others, options, futures contracts, forward currency contracts, swap agreements and similar instruments. A 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.
A Funds use of derivatives involves the risk that the other party to the derivative contract will fail to make required payments or otherwise to comply with
the terms of the contract. In the event the counterparty to a derivative instrument becomes insolvent, a Fund potentially could lose all or a large portion of its investment in the derivative instrument. Derivatives transactions can create
investment leverage and may be highly volatile, and a Fund could lose more than the amount it invests. Derivatives may be difficult to value and highly illiquid, and a Fund may not be able to close out or sell a derivative position at a particular
time or at an anticipated price.
-146-
Use of derivatives may increase the amount and affect the timing and character of taxes payable by shareholders.
A Fund may use derivatives to create investment leverage, and a Funds use of derivatives may otherwise cause its portfolio to be leveraged. Leverage increases a 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 a Fund enters into a derivatives transaction
as a substitute for or alternative to a direct cash investment, that Fund is exposed to the risk that the derivative transaction may not provide a return that corresponds precisely with that of the underlying investment. It is possible that, when a
Fund uses a derivative for hedging purposes, 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. Because most derivatives
involve contractual arrangements with a counterparty, no assurance can be given that a particular type of derivative contract can be completed or terminated when desired by the Adviser. 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. Certain derivatives may create a risk of loss greater than the amount invested.
Emerging Market Country Risk
Investing in emerging market
countries involves substantial risk due to limited information; higher brokerage costs; different accounting, auditing and financial reporting standards; less developed legal systems and thinner trading markets as compared to those in developed
countries; currency blockages or transfer restrictions; an emerging market countrys dependence on revenue from particular commodities or international aid; and expropriation, nationalization or other adverse political or economic developments.
Political and economic structures in many emerging market countries may be undergoing significant evolution and rapid development, and such countries
may lack the social, political and economic stability characteristics of developed countries. Some of these countries have in the past failed to recognize private property rights and have nationalized or expropriated the assets of private companies.
-147-
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 U.S. 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. In addition, emerging market countries exchanges and broker-dealers may generally be
subject to less regulation than their counterparts in developed countries. 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.
Emerging market countries may have different clearance and settlement procedures than in the U.S., 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, satisfactory custodial services for investment securities may not be available in some emerging market countries, which may result in
a 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 assets of a Fund are uninvested and no return is earned thereon.
The inability of a Fund 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 a 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.
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 a Fund invests and adversely affect the value of its investment portfolio.
Currencies of emerging market countries have sometimes experienced devaluations relative to the U.S. dollar, and major devaluations have historically occurred in certain countries. A devaluation of the currency in
which investment portfolio securities are denominated will negatively
-148-
impact the value of those securities. Emerging market countries have and may in the future impose 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.
Equity Issuer Risk
The market prices of common stocks
and other equity securities may go up or down, sometimes rapidly or unpredictably. The values of equity securities may decline due to general market conditions that are not especially 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. In addition, the values of equity securities may
decline for a number of reasons that may directly relate to the issuer, such as management performance, financial leverage, non-compliance with regulatory requirements, and reduced demand for the issuers goods or services. Equity securities
generally have greater price volatility than bonds and other debt securities. The values of equity securities paying dividends at high rates may be more sensitive to change in interest rates than are other equity securities. A Fund may continue to
accept new subscriptions and to make additional investment in equity securities even under general market conditions that the Funds portfolio managers view as unfavorable for equity securities.
Exchange-Traded Note Risk
Exchange-traded notes
(
ETNs
) are securities whose returns are linked to the performance of a particular market benchmark, strategy, or reference asset minus applicable fees. ETNs may be traded on an exchange (for example
,
the New York Stock
Exchange (the
NYSE
)). At maturity, the issuer is obligated to pay to the investor cash equal to the principal amount, subject to adjustment based on changes to a market benchmark, strategy, or reference asset factor. ETNs do not
make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, and the value of the ETN may drop due to a downgrade in the issuers credit rating or a decline in its creditworthiness, despite the underlying
market benchmark or strategy remaining unchanged. The value of an ETN may also be
-149-
influenced by time to maturity, level of supply, and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the
issuers credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When a Fund invests in an ETN, it will bear its proportionate share of any fees and expenses borne by the ETN. There may
be times when an ETN trades at a premium or discount to its market benchmark, strategy, or reference asset.
Financial Services Risk
Investing in issuers in the financial services sector involves, among others, the following risks: (i) changes in the regulatory framework or economic
conditions that may negatively affect financial service businesses; (ii) exposure of a financial institution to non-diversified or concentrated loan portfolios; (iii) exposure to financial leverage and/or investments or agreements which,
under certain circumstances, may lead to losses, for example sub-prime loans; and (iv) the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most
or all companies in the financial services sector.
Foreign Currency Risk
Currency risk is the risk that fluctuations in exchange rates may adversely affect the value of a Funds investments. Currency risk includes both the risk that currencies in which a Funds investments are
traded and/or in which a Fund receives income, or currencies in which a 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 a 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.
A Fund may use derivatives to acquire positions in currencies whose values the Adviser expects to
correlate with the value of currencies the Fund owns, currencies the Adviser wants the Fund to own, or currencies the Fund is exposed to through its investments. This presents the risk that the
-150-
exchange rates of the currencies involved may not move in relation to one another as expected. In that case, a Fund could lose money on its holding of a particular currency and also lose money on
the derivative. A Fund may also take overweighted or underweighted currency positions and/or hedge the currency exposure of the securities in which they have invested. As a result, their currency exposure may differ (in some cases significantly)
from the currency exposure of their security investments and/or their benchmarks.
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
because a Funds performance may depend on factors other than the performance of a particular company. In addition, 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. In addition, security trading practices abroad may offer less protection to investors such as the Funds. Political, social or financial instability, civil unrest 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 a Funds portfolio.
Because foreign securities generally are denominated and pay dividends or interest in
foreign currencies, and a Fund may hold various foreign currencies from time to time, the value of a Funds assets, as measured in U.S. dollars, can be affected unfavorably by changes in exchange rates or by unfavorable currency regulations
imposed by foreign governments.
-151-
Growth Securities Risk
Investments in growth securities will be more sensitive to changes in current or expected earnings than other types of securities and tend to be more volatile than the market in general because their prices tend to
reflect future investor expectations rather than just current profits. A mutual fund investing principally in growth style stocks may at times underperform other mutual funds that invest more broadly or that have different investment styles.
Inflation-Indexed Bond Risk
Inflation-indexed bonds are fixed income securities whose principal values are periodically adjusted according to the rate of inflation. If the index measuring
inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original
bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less
than the original principal. With regard to municipal inflation-indexed bonds and certain corporate inflation-indexed bonds, the inflation adjustment is reflected in the semi-annual coupon payment. As a result, the principal value of municipal
inflation-indexed bonds and such corporate inflation-indexed bonds does not adjust according to the rate of inflation. The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are
tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds.
Inflation-indexed bonds may cause a potential cash flow mismatch to investors, because an increase in the principal amount of an inflation-indexed bond will be treated as interest income currently subject to tax at ordinary income rates even though
investors will not receive repayment of principal until maturity. If a Fund invests in such bonds, it will be required to distribute such interest income in order to qualify for treatment as a regulated investment company and eliminate a Fund-level
tax, without a corresponding receipt of cash, and therefore may be required to dispose of portfolio securities at a time when it may not be advantageous to do so in order to make such distributions.
-152-
Investment Company and Exchange-Traded Fund Risk
Investments in open-end and closed-end investment companies, and other pooled investment vehicles, including any ETFs, involve substantially the same risks as investing directly in the instruments held by these
entities. However, the total return from such investments will be reduced by the operating expenses and fees of the investment company or ETF. A Fund must pay its pro rata portion of an investment companys or ETFs fees and expenses,
which may include performance fees that could be substantial (such as certain non-registered investment companies that may charge up to 20% or more of the gains on a Funds investments). An investment company or ETF may not achieve its
investment objective or execute its investment strategy effectively, which may adversely affect a Funds performance. Shares of a closed-end investment company or ETF may expose a Fund to risks associated with leverage and may trade at a
premium or discount to the net asset value of the closed-end funds or the ETFs portfolio securities depending on a variety of factors, including market supply and demand. Due to its own financial interest or other business
considerations, the Adviser may choose to invest a portion of a Funds assets in investment companies sponsored or managed by the Adviser or its affiliates in lieu of investments by the Fund directly in portfolio securities, or may choose to
invest in such investment companies over investment companies sponsored or managed by others.
Junk Bond Risk
Fixed income instruments rated below investment grade, or unrated securities that are determined by the Adviser to be of comparable quality, are high yield, high
risk bonds, commonly known as junk bonds. These bonds are predominantly speculative. They are usually issued by companies without long track records of sales and earnings, or by companies with questionable credit strength. These bonds have a higher
degree of default risk and may be less liquid than higher-rated bonds. These securities may be subject to a greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of junk
bonds generally, and less secondary market liquidity. This potential lack of liquidity may make it more difficult for a Fund to accurately value these securities.
Large Shareholder Risk
Certain account holders, including funds or accounts over which the Adviser has
investment discretion, may from time to time own or control a
-153-
significant percentage of a Funds shares. The Fund is subject to the risk that a redemption by those shareholders of all or a portion of their Fund shares, including as a result of an asset
allocation decision made by the Adviser, will adversely affect the Funds performance if it is forced to sell portfolio securities or invest cash when it would not otherwise do so. Redemptions of a large number of shares may affect the
liquidity of a Funds portfolio, increase the Funds transaction costs and accelerate the realization of taxable income and/or gains to shareholders. Such transactions also potentially limit the use of any capital loss carryforwards and
certain other losses to offset future realized capital gains (if any).
Leveraging Risk
Certain transactions, including, for example, when-issued, delayed-delivery, and forward commitment purchases, inverse floaters, loans of portfolio securities,
repurchase agreements (or reverse repurchase agreements), and the use of some derivatives, can result in leverage. In addition, the Fund may achieve investment leverage by borrowing money. Leverage generally has the effect of increasing the amounts
of loss or gain the Fund might realize, and creates the likelihood of greater volatility of the value of the Funds investments. In transactions involving leverage, a relatively small market movement or change in other underlying indicator can
lead to significantly larger losses to the Fund. There is risk of loss in excess of invested capital.
Limited Operating History Risk
The Fund is a newly formed fund and has no or a limited operating history for investors to evaluate. The Fund may not attract sufficient assets to
achieve or maximize investment and operational efficiencies and remain viable. If the Fund fails to achieve sufficient scale, it may be liquidated.
Liquidity Risk
Liquidity risk is the risk that a Fund
may invest in securities that trade in lower volumes and may be less liquid than other investments or that a Funds investments may become less liquid in response to market developments or adverse investor perceptions. When there is no willing
buyer and investments cannot be readily sold or closed out, a Fund may have to sell at a lower price than the price at which a Fund is carrying the investments or may not be able to sell the investments at all, each of which would have a negative
effect on a Funds performance. It is possible that a Fund may be unable to sell a portfolio investment at a desirable time or at
-154-
the value the Fund has placed on the investment or that a Fund may be forced to sell large amounts of securities more quickly than it normally would in the ordinary course of business. In such a
case, the sale proceeds received by a Fund may be substantially less than if the Fund had been able to sell the securities in more-orderly transactions, and the sale price may be substantially lower than the price previously used by the Fund to
value the securities for purposes of determining the Funds NAV. In addition, if a Fund sells floating rate investments with extended settlement times, the settlement proceeds from the sales may not be available to meet the Funds
redemption obligations for a substantial period of time. If another fund or investment pool in which a Fund invests is not publicly offered or there is no public market for its shares or accepts investments subject to certain legal restrictions,
such as lock-up periods implemented by private funds, a Fund may be prohibited by the terms of its investment from selling or redeeming its shares in the fund or pool, or may not be able to find a buyer for those shares at an acceptable price. The
values of illiquid investments are often more volatile than the values of more liquid investments. It may be more difficult for a Fund to determine a fair value of an illiquid investment than that of a more liquid comparable investment.
Loan Risk
Investments in loans are generally subject to
the same risks as investments in other types of debt securities, 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
below a specified minimum level. When short-term interest rates are low, this feature could result in the interest rates of those loans becoming fixed at the applicable minimum level until short-term interest rates rise above that level. Although
this feature is intended to result in these loans yielding more than they otherwise would when
-155-
short-term interest rates are low, the feature might also result in the prices of these loans becoming more sensitive to changes in interest rates should short-term 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 a Fund or cause a Fund to be unable to realize the full value of its investment in the loan, resulting in a material decline in a
Funds net asset value.
Opportunities to invest in loans or certain types of loans, such as Senior Loans, may be limited. Alternative investments
may provide lower yields and may, in a Funds Advisers view, offer less attractive investment characteristics. The limited availability of loans may be due to a number of reasons, including that direct lenders may allocate only a small
number of loans to new investors, including the Fund. There may also be fewer loans made or available that the Adviser finds attractive investment opportunities, particularly during economic downturns. Also, lenders or agents may have an incentive
to market only the least desirable loans to investors such as a Fund. If the market demand for loans increases, the availably of loans for purchase and the interest paid by borrowers may decrease.
Additional risks of investments in loans may include:
Agent/Intermediary Risk.
If a Fund holds a loan through another financial institution, or relies on another financial institution to administer the loan, a Funds receipt of principal and
interest on the loan is subject to the credit risk of the financial institution. If a Fund holds its interest in a loan through another financial institution, a Fund likely would not be able to exercise its rights directly against the borrower and
may not be able to cause the financial institution to take what it considers to be appropriate action. If a Fund relies on a financial institution to administer a loan, a Fund is subject to the risk that the financial institution 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.
-156-
Collateral Impairment Risk.
The terms of certain loans in which a Fund may invest
require that collateral be maintained to support payment of the borrowers obligations under the loan. However, the value of the collateral may decline after a Fund invests, and the value of the collateral may not be sufficient to cover the
amount owed to a Fund. In addition, a Funds interest in collateral securing a loan may be found invalid or may be used to pay other outstanding obligations of the borrower under applicable law. In the event that a borrower defaults, a
Funds access to the collateral may be limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that all or some of the collateral may be illiquid. A Fund may have to
participate in legal proceedings or take possession of and manage assets that secure the issuers obligations. This could increase a Funds operating expenses and decrease its net asset value.
Equity Securities and Warrants.
The acquisition of equity securities may generally be incidental to a Funds purchase of a loan.
A Fund may acquire equity securities as part of an instrument combining a loan and equity securities of a borrower or its affiliates. A Fund also may acquire equity securities issued in exchange for a loan or in connection with the default and/or
restructuring of a loan, including subordinated and unsecured loans, and high-yield securities. Equity securities include common stocks, preferred stocks and securities convertible into common stock. Equity securities are subject to market risks and
the risks of changes to the financial condition of the issuer, and fluctuations in value.
Highly Leveraged Transactions.
A 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 a Fund voluntarily or involuntarily sold those types of loans, it might not receive the full value it expected.
Stressed, Distressed or Defaulted Borrowers
.
A 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, a 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
-157-
delay or limit the ability of a Fund to collect the principal and interest payments on that borrowers loans or adversely affect a 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
is limited public information available regarding loan investments, a Fund investing in such instruments is particularly dependent on the analytical abilities of the Funds portfolio managers.
Interest Rate Benchmarks.
Interest rates on loans typically adjust periodically often based on a benchmark rate plus a premium or
spread over the benchmark rate. The benchmark rate usually is the Prime Rate, LIBOR, the Federal Reserve federal funds rate, or other base lending rates used by commercial lenders (each as defined in the applicable loan agreement).
The interest rate on Prime Rate-based loans floats daily as the Prime Rate changes, while the interest rate on LIBOR based loans is reset
periodically, typically 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
-158-
interest rate reset periods or fixed interest rates may increase fluctuations in a Funds net asset value as a result of changes in interest rates.
Certain loans may permit the borrower to change the base lending rate during the term of the loan. In recent years, the differential between the
lower LIBOR base rates and the higher Prime Rate base rates prevailing in the commercial bank markets has widened to the point that the payments paid by borrowers with LIBOR based interest rates do not currently compensate for the differential
between the Prime Rate and the LIBOR base rates. Consequently, borrowers have increasingly selected the LIBOR-based pricing option, resulting in a yield on loans that is consistently lower than the yield available from the Prime Rate-based pricing
option. If this trend continues, it may significantly limit the ability of a Fund to achieve a net return to shareholders that approximates the average published Prime Rate of leading U.S. banks. The Adviser cannot predict whether this trend will
continue.
Restrictive Loan Covenants.
Borrowers must comply with various restrictive covenants typically 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.
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.
A 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
-159-
(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 a 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 a 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, a 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 a Fund might not be able to realize the benefit of the assets for legal, practical or other reasons. A 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 a Fund in the event of a default of scheduled interest or principal payments.
A Fund can invest in Senior Loans that are not secured by any specific collateral of the borrower. 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.
-160-
Settlement Risk.
Transactions in many loans settle on a delayed basis, and a Fund
may not receive the proceeds from the sale of a loan for a substantial period after the sale. As a result, sale proceeds related to the sale of loans will not be available to make additional investments or to meet a Funds redemption
obligations until potentially a substantial period after the sale of the loans.
The DoubleLine Core Fixed-Income Fund and the DoubleLine Multi-Asset
Growth Fund may invest in loans directly or by investing in the DoubleLine Floating Rate Fund.
Market Capitalization Risk
Stocks fall into three broad market capitalization categories large, medium and small. A Fund that invests substantially in one of these categories carries
the risk that due to current market conditions that category may be out of favor with investors.
If valuations of large capitalization companies
appear to be greatly out of proportion to the valuations of small or medium capitalization companies, investors may migrate to the stocks of small and medium-sized companies. Larger, more established companies may be unable to respond quickly to new
competitive challenges such as changes in technology and consumer tastes. Larger companies also may not be able to attain the high growth rates of successful smaller companies.
Investing in medium and small capitalization companies may involve special risks because those companies may have narrower product lines, more limited financial resources, fewer experienced managers, dependence on
a few key employees, and a more limited trading market for their stocks, as compared with larger companies. In addition, securities of these companies are subject to the risk that, during certain periods, the liquidity of particular issuers or
industries will shrink or disappear with little forewarning as a result of adverse economic or market conditions, or adverse investor perceptions, whether or not accurate. Securities of medium and smaller capitalization issuers may therefore be
subject to greater price volatility and may decline more significantly in market downturns than securities of larger companies. Smaller and medium capitalization issuers may also require substantial additional capital to support their operations, to
finance expansion or to maintain their competitive position; and may have substantial borrowings or may otherwise have a weak financial condition, and may be susceptible to bankruptcy. Transaction costs for these investments are often higher than
-161-
those of larger capitalization companies. There is typically less publicly available information about medium and small capitalization companies.
Market Risk
Various market risks can affect the price or
liquidity of an issuers securities in which a Fund may invest. Returns from the securities in which a Fund invests may underperform returns from the various general securities markets or different asset classes. 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).
Instability in the financial markets in recent years has led the U.S. Government to take a number of unprecedented actions designed to support
certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Governmental and non-governmental issuers (notably in Europe) have defaulted on, or been forced to
restructure, their debts, and many other issuers have faced difficulties obtaining credit. These market conditions may continue, worsen or spread, including in the United States, Europe, and beyond. Further defaults or restructurings by governments
and others of their debt could have additional adverse effects on economies, financial markets, and asset valuations around the world. In response to the crisis, the United States and other governments and the Federal Reserve and certain foreign
central banks have taken steps to support financial markets. The withdrawal of this support, failure of efforts in response to the crisis, or investor perception that these efforts are not succeeding could negatively affect financial markets
generally as well as the values and liquidity of certain securities. Whether or not a Fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and
liquidity of the Funds investments may be negatively affected. Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation of the securities in which a Fund
invests or the issuers of such securities in ways that are
-162-
unforeseeable. Legislation or regulation may also change the way in which a Fund or the Adviser is regulated. Such legislation, regulation, or other government action could limit or preclude a
Funds ability to achieve its investment objective and affect the Funds performance.
Mortgage-Backed Securities Risk
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 a 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 value of all mortgage-backed securities also
may change because of changes in the markets perception of the creditworthiness of the organization that issued or guarantees them. 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 a Fund as a holder of such securities, reducing the values of those securities or in some cases rendering them worthless. The Funds also may purchase securities that
are not guaranteed or subject to any credit support.
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 will generally tend to have more moderate changes in price when interest rates rise or fall, but their current yield will 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
-163-
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 residential mortgage market in the United States recently has experienced difficulties that may adversely affect the performance and market
value of certain of a Funds mortgage-related investments. Delinquencies and losses on residential mortgage loans (especially subprime and second-lien mortgage loans) generally have increased recently and may continue to increase, and a decline
in or flattening of housing values (as has recently been experienced and may continue to be experienced in many housing markets) 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. Also, a number of residential mortgage loan originators have recently experienced serious
financial difficulties or bankruptcy. Reduced investor demand for mortgage-related securities has resulted and may continue to 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 Funds. It is possible that such limited liquidity in secondary markets
could continue or worsen.
Ongoing developments in the residential mortgage market may have additional consequences to the market for
mortgage-backed securities. Delinquencies and losses generally have been increasing with respect to securitizations involving residential mortgage loans and may continue to increase as a result of the weakening housing market and the seasoning of
securitized pools of mortgage loans. Many so-called sub-prime mortgage pools are currently distressed and may be trading at significant discounts to their face value.
Additionally, mortgage lenders have adjusted their loan programs and underwriting standards, which has reduced the availability of mortgage credit to prospective mortgagors. This has resulted in reduced
availability of financing alternatives for mortgagors seeking to refinance their mortgage loans. The reduced availability of refinancing options for mortgagors has resulted in higher rates of delinquencies, defaults and losses on mortgage loans,
particularly in the case of, but not limited to, mortgagors with adjustable rate mortgage loans or
-164-
interest-only mortgage loans that experience significant increases in their monthly payments following the adjustment date or the end of the interest-only period (see Adjustable Rate
Mortgages below for further discussion of adjustable rate mortgage risks). These events, alone or in combination with each other and with deteriorating economic conditions in the general economy, may continue to contribute to higher
delinquency and default rates on mortgage loans. The tighter underwriting guidelines for residential mortgage loans, together with lower levels of home sales and reduced refinance activity, also may have contributed to a reduction in the prepayment
rate for mortgage loans generally and this trend may continue. 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.
The United States Government conservatorship of Federal Home Loan Mortgage Corporation (
Freddie Mac
) and the Federal
National Mortgage Corporation (
Fannie Mae
) in September 2008 and its ultimate resolution may adversely affect the real estate market, the value of real estate-related assets generally and markets generally.
The Federal Housing Finance Agent (
FHFA
), as conservator or receiver of Fannie Mae and Freddie Mac, has the power to repudiate
any contract entered into by Fannie Mae or Freddie Mac prior to its appointment if it determines that performance of the contract is burdensome and repudiation of the contract promotes the orderly administration of Fannie Maes or Freddie
Macs affairs. In the event the guaranty obligations of Fannie Mae or Freddie Mac are repudiated, the payments of interest to holders of Fannie Mae or Freddie Mac mortgage-backed securities would be reduced if payments on the mortgage loans
represented in the mortgage loan groups related to such mortgage-backed securities are not made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to
offset any shortfalls experienced by such mortgage-backed security holders.
Further, in its capacity as conservator or receiver, FHFA
has the right to transfer or sell any asset or liability of Fannie Mae or Freddie Mac without any approval, assignment or consent. If FHFA were to transfer any such guaranty obligation to another party, holders of Fannie Mae
-165-
or Freddie Mac mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
Commercial Mortgage-Backed Securities (CMBS).
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.
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 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 a 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.
-166-
Liquidity Risk of Mortgage-Backed Securities.
The liquidity of mortgage-backed
securities varies by type of security; at certain times a Fund may encounter difficulty in disposing of such investments. Because mortgage-backed securities have the potential to be less liquid than other securities, a 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 suffered periods of illiquidity when disfavored by the market.
Collateralized Mortgage Obligations.
There are certain risks associated specifically with collateralized mortgage obligations
(
CMOs
). 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, such as those that
occurred in 1994, 2007, 2008 and 2009, 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 United States
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.
Adjustable Rate
Mortgages.
Adjustable Rate Mortgages (
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
-167-
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 dramatically 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 Risk
. One type of stripped
mortgage-backed security pays to one class all of the interest from the mortgage assets (the interest-only, or
IO
class), while the other class will receive all of the principal (the principal-only, or
PO
class). The yield to maturity 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 a
Funds yield to maturity from these securities. If the assets underlying the IO class experience greater than anticipated prepayments of principal, a 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.
Investments in inverse floaters and similar instruments expose a Fund to the same risks as investments in debt securities and derivatives, as well as other risks, including those associated with leverage and 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. Inverse floaters may be considered to be leveraged, including if their interest rates vary by a magnitude that exceeds the magnitude of the change in a reference rate of
interest (typically a short-term interest rate). The leverage inherent in inverse floaters is associated with greater volatility in their market values. Investments in inverse floaters and similar instruments that have
-168-
mortgage-backed securities underlying them will expose a 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.
Collateralized Debt Obligations.
A Fund may
invest in collateralized debt obligations (
CDOs
), which include collateralized bond obligations (
CBOs
), collateralized loan obligations (
CLOs
) and other similarly structured securities. CBOs
and CLOs are types of asset-backed securities. A CBO is a trust which is 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 and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge management fees and administrative
expenses. For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the equity tranche which generally bears losses in connection with the first
defaults, if any, on the bonds or loans in the trust and serves to provide some measure of protection to the other, more senior tranches from defaults. A senior tranche from a CBO trust or CLO trust typically has higher ratings and lower yields than
the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO 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 CBO or CLO securities as a class. The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which
a 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, investments in CDOs may be characterized by a Fund as illiquid securities; however, an active
dealer market may exist for CDOs allowing a CDO to qualify under Rule 144A under the Securities Act. In addition to the normal 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 the collateral will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) that they may
be subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at
-169-
the time of investment and may produce disputes with the issuer or others and may produce unexpected investment results.
Non-Diversification Risk
A non-diversified Fund may invest its assets in a smaller number of issuers than may
a diversified mutual fund. These Funds 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.
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 a 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 a Fund.
Portfolio Turnover Risk
The length of time a Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by a 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/asked 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 gains, which are generally taxable to shareholders at ordinary income rates). Such costs are not reflected in a
Funds Total Annual Fund Operating Expenses set forth under Fees and Expenses but do have the effect of reducing the Funds investment return. A Fund and its shareholders will also share in the costs and tax effects of
portfolio turnover in any underlying funds in which a Fund invests.
-170-
Preferred Securities Risk
In addition to many of the risks associated with both fixed income securities (
e.g.
, interest rate risk and credit risk) and common shares or other equity securities (see Equity Issuer Risk),
preferred securities are also subject to deferral risk. Preferred securities typically contain provisions that allow an issuer, at its discretion, to defer distributions for an extended period. Preferred securities also may contain provisions that
allow an issuer, under certain conditions, to skip (in the case of noncumulative preferred securities) dividend payments. If a 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.
Preferred securities typically 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, a Fund may not be able to reinvest the proceeds at comparable or favorable rates of return.
Preferred securities typically do not provide any voting rights, except in 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.
Prepayment Risk
Many types of debt securities, including floating rate loans and mortgage-related 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, a portion of the Funds higher yielding securities are likely to be pre-paid and the Fund will probably be unable to re-invest
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 a Fund buys those investments at
a premium, accelerated prepayments on those investments could cause a Fund to lose a portion of its principal investment and result in lower yields to shareholders. The increased likelihood of prepayment when interest
-171-
rates decline also limits market price appreciation, especially certain loans and mortgage-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.
Price Volatility Risk
The value of a Funds investment portfolio will change, potentially frequently and in large amounts, as the prices of its investments go up or down. Different parts of the market and different types of
securities can react differently to political or economic or other developments. Issuer, political or economic developments can affect a single issuer, multiple issuers within an industry or economic sector or geographic region or market as a whole.
Prices of some securities tend to be more volatile in the short-term. The fewer the number of issuers in which a Fund invests, the greater the potential volatility of the Funds portfolio.
Privately-Held Companies and Private Funds Risk
Investments in privately-held companies and private funds may present greater opportunity for growth, but there are significant risks associated with these
investments. Many privately-held companies and the companies in which private funds invest may be smaller firms with less experienced management, limited product lines, undeveloped markets, limited financial resources, and a limited or no history of
profits. They may also be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital.
In addition, the risks associated with investing in companies in the early stages of product development are greater than those associated with more established companies because the concepts involved are generally
unproven, the companies have little or no track record, and they are more vulnerable to competition, technological advances and changes in market and economic conditions. Since privately-held companies do not file periodic reports with the
Securities and Exchange Commission (the
SEC
), there is less publicly available information about them than about other companies.
-172-
A Fund may invest in privately-held companies and private funds that have already received funding from other
sources. There may be significant competition for these types of investments, and the economic terms that a Fund would obtain from these companies and private funds may be less favorable than if a Fund had invested earlier. Moreover, a Funds
ability to realize value from an investment in a privately-held company (or a private funds investment in a privately-held company) may be dependent upon the successful completion of the companys IPO or the sale of the company to another
company, which may not occur, if at all, for an extended period of time.
Privately-held companies and private funds are typically illiquid and a Fund
may only be able to sell its holding in a privately-held company or private fund, if at all, at a price significantly below what the Adviser believes is its intrinsic value.
Real Estate Risk
The value of a Funds portfolio could change in light of factors affecting the real
estate industry. 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 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.
REITs also are subject to cash flow dependency, defaults by borrowers, and the risk of failing to qualify for special tax treatment accorded
REITs under the Code and/or to maintain exemption from investment company status under the 1940 Act.
Reliance on the Adviser
Each Funds ability to achieve its investment objective is dependent upon the Advisers ability to identify profitable investment opportunities for the
Fund. While the portfolio managers of the Funds may have considerable experience in managing other portfolios with investment objectives, policies and strategies that are similar, the past experience of the portfolio managers, including with other
strategies and funds, does not guarantee future results for the Funds.
-173-
Securities or Sector Selection Risk
The risk that the securities held by a Fund will underperform securities held in other funds investing in similar asset classes or comparable benchmarks because of the portfolio managers choice of securities
or sectors for investment.
Short Sale Risk
A Fund may sell a security short and borrow the same security from a broker or other institution to complete the sale. A Fund may make a profit or incur a loss
depending upon whether the market price of the security decreases or increases between the date of the short sale and the date on which the Fund must replace the borrowed security. An increase in the value of a security sold short 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 sale is potentially unlimited.
Small Companies Risk
Investing in small capitalization
companies may involve special risks because those companies may have narrower product lines, more limited financial resources, fewer experienced managers, dependence on a few key employees, and a more limited trading market for their stocks, as
compared with larger companies. In addition, securities of these companies are subject to the risk that, during certain periods, the liquidity of particular issuers or industries will shrink or disappear with little forewarning as a result of
adverse economic or market conditions, or adverse investor perceptions, whether or not accurate. Securities of smaller capitalization issuers may therefore be subject to greater price volatility and may decline more significantly in market downturns
than securities of larger companies. Smaller capitalization issuers may also require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position; and may have substantial borrowings or
may otherwise have a weak financial condition, and may be susceptible to bankruptcy. Transaction costs for these investments are often higher than those of larger capitalization companies. There is typically less publicly available information about
small capitalization companies.
Tax Risk
In order to qualify as a regulated investment company under the Code, a Fund must meet requirements including regarding the source of its
-174-
income. (See Taxes below for a more detailed discussion.) Income from certain commodity-linked instruments and from direct investments in commodities is not income that meets the
qualification requirements for a regulated investment company under the Code (
qualifying income
). The tax treatment of certain other commodity-linked instruments in which a Fund might invest is not certain, in particular with
respect to whether income or gains from such instruments constitute qualifying income. Generally, any income a Fund derives from investments in instruments that do not generate qualifying income including commodity-linked swaps and certain other
commodity-linked derivatives must be limited to a maximum of 10% of the Funds annual gross income. The Multi-Asset Growth Fund has obtained a private letter ruling from the Internal Revenue Service (
IRS
) confirming that the
income and gain earned through a wholly-owned subsidiary that invests in certain types of commodity-linked derivatives constitute qualifying income. Certain ETFs and other investment pools in which a Fund may invest might not generate qualifying
income, and it may be difficult for the Fund to determine in advance the amount of non-qualifying income that would be generated by such investments. If a 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, unless it is eligible to and does pay a tax at the Fund level. If a 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.
Technology Investment Risk
Investments in technology companies, including companies in the information technology, telecommunication services, and biotechnology sectors, may be highly
volatile. Technology companies operate in markets that are characterized by: rapid change; evolving industry standards; frequent new service and product announcements, introductions, and enhancements; and changing customer demands. The failure of a
company to adapt to such changes could have a material adverse effect on the companys business, results of operations, and financial condition. In addition, the widespread adoption of new technologies or other technological changes could
require substantial expenditures by a company to modify or adapt its services or infrastructure, which could have a material adverse effect on its business, results of operations, and financial condition. Changes in prices may reflect, for example,
changes in investor evaluation of a particular product or group of products, of the prospects of a company to develop and market a particular technology successfully, or of technology investments generally. Technology companies may be
-175-
dependent on a limited management group, and turnover in management may have an adverse effect on a companys profits or viability. Technology company values may be significantly affected by
intense competition, changes in consumer preferences, challenges in achieving product compatibility, and government regulation. Securities of technology companies may experience significant price movements caused by disproportionate investor
optimism or pessimism with little or no basis in fundamental economic conditions.
The values of technology companies are also dependent on the
development, protection and exploitation of intellectual property rights and other proprietary information, and the profitability of technology companies may be affected significantly by such things as the expiration of patents or the loss of, or
the inability to enforce, intellectual property rights. The research and other costs associated with developing or procuring new products or technologies and the related intellectual property rights can be significant, and the results of such
research and expenditures are unpredictable. Companies in the technology industry may also be subject to expenses and losses from extensive litigation based on intellectual property, product liability and similar claims.
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, are not
supported by the full faith and credit of the U.S. Government, and so 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.
-176-
The events surrounding the U.S. federal government debt ceiling and any resulting agreement could adversely affect the
Funds ability to achieve their investment objectives. On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. The downgrade by S&P and other future downgrades 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 Funds and the Funds themselves. The Adviser cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets or on a
Funds portfolio. The Adviser may not timely anticipate or manage existing, new or additional risks, contingencies or developments.
Portfolio Holdings Information
A description of the Funds policies and procedures with respect to the disclosure of their portfolio
securities is available in the SAI. Currently, disclosure of the Funds portfolio holdings is required by law to be made quarterly within 60 days of the end of each fiscal quarter in the annual report and semi-annual report to shareholders and
in the quarterly holdings report on Form N-Q. The SAI and Form N-Q are available, free of charge, on the EDGAR database on the SECs website at www.sec.gov.
-177-
Management of the Funds
Investment Advisers
The investment adviser to the Funds comprising DoubleLine Funds Trust is DoubleLine Capital LP, and the investment adviser for the DoubleLine Equity Funds is DoubleLine Equity LP, each of which is headquartered at
333 South Grand Avenue, Suite 1800, Los Angeles, California 90071. The Advisers are registered as investment advisers under the Investment Advisers Act of 1940, as amended. The Advisers have been investment advisers to the Funds since their
inceptions. The Advisers manage the investment portfolios and business affairs of the Funds pursuant to investment management agreements between each Trust and its Adviser.
DoubleLine Capital was co-founded by Jeffrey E. Gundlach and Philip A. Barach in December 2009. Prior to founding DoubleLine Capital, Mr. Gundlach was Chief Investment Officer of the TCW Group, Inc. (together
with its affiliates,
TCW
) and Mr. Barach was a Group Managing Director of the TCW Mortgage Group. DoubleLine Equity was founded by Mr. Gundlach, R. Brendt Stallings, and Husam Nazer in January 2013. Prior to founding
DoubleLine Equity, Mr. Stallings and Mr. Nazer were Group Managing Directors at TCW Investment Management Company, TCW Asset Management Company, and Trust Company of the West. Mr. Gundlach serves as the Chief Executive Officer and
Chief Investment Officer of DoubleLine Capital and as the Chief Executive Officer of DoubleLine Equity. The Advisers success is highly dependent upon their founders. As of June 30, 2013, DoubleLine Capital had over $57.02 billion of
assets under management, and DoubleLine Equity had approximately $11.16 million of assets under management.
Portfolio Managers
The following individuals serve as portfolio managers and are primarily responsible for the day-to-day management of the
Funds portfolios as indicated below. Please see the SAI for additional information about other
-178-
accounts managed by the portfolio managers, the portfolio managers compensation and the portfolio managers ownership of shares of the Fund(s) they manage.
|
|
|
|
|
Portfolio Manager
|
|
Length of Service
with the Funds
|
|
Business Experience During
the Past Five Years
|
Jeffrey E. Gundlach
|
|
DoubleLine Total Return Bond Fund
(
since
inception
2010)
DoubleLine Core Fixed Income Fund
(since inception
2010)
DoubleLine Multi-Asset
Growth Fund (
since inception
2010)
|
|
Mr. Gundlach is the founder and Chief Executive Officer of the Advisers and is Chief Investment Officer of DoubleLine Capital. Mr. Gundlach has been Chief Executive Officer of DoubleLine
Capital since its inception in December 2009 and of DoubleLine Equity since its inception in 2013. Mr. Gundlachs business experience during the five years prior to founding DoubleLine Capital includes holding the following positions at TCW:
Chief Investment Officer, Group Managing Director, and President.
|
|
|
|
Philip A. Barach
|
|
DoubleLine Total Return Bond Fund
(
since
inception
2010)
DoubleLine Low Duration Bond Fund (
since inception
2011)
|
|
Mr. Barach is co-founder and President of DoubleLine Capital and prior to DoubleLine Capital, Mr. Barach was Co-Founder and Group Managing Director of TCW Mortgage Group where he
spent over 23 years.
|
-179-
|
|
|
|
|
Portfolio Manager
|
|
Length of Service
with the Funds
|
|
Business Experience During
the Past Five Years
|
Luz M. Padilla
|
|
DoubleLine Emerging Markets Fixed Income Fund
(
since inception
2010)
DoubleLine Multi-Asset Growth
Fund
(
since inception
2010)
DoubleLine Low
Duration Bond Fund (
since inception
2011)
|
|
Ms. Padilla has been a portfolio manager of DoubleLine Capital since January 2010. For the five-year period prior to joining DoubleLine Capital, Ms. Padilla was a Managing Director at
TCW.
|
|
|
|
Bonnie Baha
|
|
DoubleLine Multi-Asset Growth Fund
(
since
inception
2010)
DoubleLine Low Duration Bond Fund (
since inception
2011) DoubleLine Floating Rate Fund (
since inception
2013)
|
|
Ms. Baha has been a portfolio manager of DoubleLine Capital since its inception in December 2009. For the five-year period prior to joining DoubleLine Capital, Ms. Baha was a Managing
Director at TCW.
|
|
|
|
Samuel Garza
|
|
DoubleLine Multi-Asset Growth Fund
(
since
inception
2010)
|
|
Mr. Garza has been a Portfolio Manager of DoubleLine Capital since its inception in December 2009. For the five-year period prior to joining DoubleLine Capital, Mr. Garza was a
Senior Vice President at TCW.
|
|
|
|
Jeffrey J. Sherman
|
|
DoubleLine Multi-Asset Growth Fund
(
since
inception
2010)
|
|
Mr. Sherman has been a Portfolio Manager of DoubleLine Capital since September 2010. For the five-year period prior to joining DoubleLine Capital, Mr. Sherman was a Senior Vice
President at TCW.
|
-180-
|
|
|
|
|
Portfolio Manager
|
|
Length of Service
with the Funds
|
|
Business Experience During
the Past Five Years
|
Robert Cohen
|
|
DoubleLine Floating Rate Fund
(
since
inception
2013)
|
|
Mr. Cohen has been a Portfolio Manager of DoubleLine Capital since July 2012. Prior to DoubleLine Capital, he was a Senior Credit Analyst at West Gate Horizons Advisors (and its predecessor
entity, ING Capital Advisors) since 2001.
|
|
|
|
Husam Nazer
|
|
DoubleLine Equities Small Cap Growth
(
since
inception
2013)
DoubleLine Equities Growth Fund
(
since inception
2013)
DoubleLine Equities Technology
Fund
(
since inception
2013)
|
|
Mr. Nazer has been a Portfolio Manager and Partner of DoubleLine Equity since January 2013. Prior to DoubleLine Equity, he was a Group Managing Director at TCW Investment Management Company,
TCW Asset Management Company, and Trust Company of the West.
|
|
|
|
R. Brendt Stallings
|
|
DoubleLine Equities Growth Fund
(
since
inception
2013)
DoubleLine Equities Technology Fund
(
since inception
2013)
|
|
Mr. Stallings has been a Portfolio Manager and Partner of DoubleLine Equity since January 2013. Prior to DoubleLine Equity, he was a Group Managing Director at TCW Investment Management
Company, TCW Asset Management Company, and Trust Company of the West.
|
-181-
Advisory Agreements
DoubleLine Funds Trust and DoubleLine Capital have entered into an Investment Advisory and Management Agreement, and DoubleLine Equity Funds and DoubleLine Equity have entered into an Investment Management
Agreement (collectively, the
Advisory Agreements
). Under the terms of the Advisory Agreements, the Trusts have employed the Advisers to manage the investment of the assets of each Fund, to place orders for the purchase and sale of
its portfolio securities, and to be responsible for overall management of the Trusts business affairs, subject to the oversight of the Boards of Trustees.
Under the Advisory Agreements, the Funds pay to the relevant Adviser as compensation for the services rendered, facilities furnished, and expenses paid by them, fees at the following annual rates:
|
|
|
|
|
|
|
|
|
Fund
|
|
Contractual
Annual Management
Fee Rate
(As a Percentage
of the Funds
Average Daily
Net Asset Value)
|
|
|
Actual Management Fee
Paid for the
Fiscal
Year Ended
March 31, 2013
(As a Percentage
of the Funds
Average Daily
Net Asset Value)
|
|
DoubleLine Total Return Bond Fund
|
|
|
0.40%
|
|
|
|
0.40%
|
|
DoubleLine Core Fixed Income Fund
|
|
|
0.40%
|
|
|
|
0.39%
|
|
DoubleLine Emerging Markets Fixed Income Fund
|
|
|
0.75%
|
|
|
|
0.75%
|
|
DoubleLine Multi-Asset Growth Fund
|
|
|
1.00%
|
|
|
|
0.84%
|
|
DoubleLine Low Duration Bond Fund
|
|
|
0.35%
|
|
|
|
0.29%
|
|
DoubleLine Floating Rate Fund
|
|
|
0.50%
|
|
|
|
0.00%
|
|
DoubleLine Equities Small Cap Growth Fund
|
|
|
0.90%
|
|
|
|
N/A
|
|
DoubleLine Equities Growth Fund
|
|
|
0.80%
|
|
|
|
N/A
|
|
DoubleLine Equities Technology Fund
|
|
|
0.85%
|
|
|
|
N/A
|
|
-182-
Each Adviser has agreed to waive its investment advisory fee and to reimburse other ordinary operating expenses of
each Fund listed below, as applicable, to the extent necessary to limit the ordinary operating expenses of the Funds Class N shares to an amount not to exceed the following annual rates (based on the Class N shares average daily net
assets):
|
|
|
|
|
|
|
Class N
|
|
DoubleLine Emerging Markets Fixed Income Fund
|
|
|
1.20%
|
|
DoubleLine Multi-Asset Growth Fund
|
|
|
1.45%
|
|
DoubleLine Low Duration Bond Fund
|
|
|
0.72%
|
|
DoubleLine Floating Rate Fund
|
|
|
1.00%
|
|
DoubleLine Equities Small Cap Growth Fund
|
|
|
1.40%
|
|
DoubleLine Equities Growth Fund
|
|
|
1.30%
|
|
DoubleLine Equities Technology Fund
|
|
|
1.35%
|
|
Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest
expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses. The expense limitations described in the table above are expected to apply until at least July 31, 2014, and may only be terminated sooner by vote of a Funds Board
of Trustees at any time.
Each Adviser has agreed to reduce its advisory fee to the extent of advisory fees paid to the Adviser by other investment
vehicles sponsored by the Adviser in respect of assets of the Fund invested in those other vehicles.
Fees waived or expenses reimbursed by an Adviser
may be recouped from a Fund in the three fiscal years following the fiscal year in which the fees were waived or expenses reimbursed. Any such waiver or reimbursement is subject to the review of the Funds Board of Trustees and may not cause
the Funds ordinary operating expenses to exceed the Funds expense limitation that was in place when the fees were waived or expenses reimbursed.
A discussion regarding the basis for the Board of Trustees approval of the Advisory Agreement with respect to the DoubleLine Total Return Bond Fund, the DoubleLine Core Fixed Income Fund, the DoubleLine
Emerging Markets Fixed Income Fund, the DoubleLine Multi-Asset Growth Fund, the DoubleLine Low Duration Bond Fund, and the DoubleLine Floating Rate Fund is contained in those Funds annual reports to shareholders for the period ended
March 31, 2013. A discussion regarding the basis for the
-183-
Board of Trustees approval of the Advisory Agreement with respect to the DoubleLine Equities Small Cap Growth Fund, the DoubleLine Equities Growth Fund, and the DoubleLine Equities
Technology Fund will be contained in those Funds semi-annual reports to shareholders for the period ended September 30, 2013.
Each Advisory
Agreement provides that in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties under the Advisory Agreement, the Adviser, including its officers,
directors, and partners, shall not be subject to any liability to the relevant Trust or any Fund, or to any shareholder, officer, director, partner, or Trustee thereof, for any act or omission in the course of, or connected with, rendering services
under the Advisory Agreement.
How to Buy Class N Shares
General Information
Each Fund offers more than one class of shares. Shares of each class of a Fund represent an equal pro rata interest in that share class of the Fund. You may purchase Class N shares of a Fund at their current net
asset value only through certain financial intermediaries, such as a bank, trust company, broker-dealer, or other financial organization, that charge an advisory fee, management fee, consulting fee, fee in lieu of brokerage commissions or other
similar fee for their services and that have made special arrangements with a Funds distributor to offer Class N shares to their clients. You may be eligible to purchase Class I shares, which are not subject to a Rule 12b-1 fee and are offered
at net asset value, subject to a minimum investment of $100,000. You should consider carefully and consult your financial intermediary regarding whether you may be eligible to purchase Class I shares. The other share classes of each Fund are offered
in separate Prospectuses. Please call the Funds transfer agent at 877-DLine11 (877-354-6311) to obtain more information concerning a Funds other share classes, including the Prospectuses for the other share classes.
You pay no sales charges to invest in Class N shares of a Fund. The price you pay for a Funds Class N shares is the Classs net asset value
(
NAV
) per share. Your order to purchase shares will be priced based on the next NAV calculated after your order is received in good order by the Fund. A purchase order is not in good order if the Fund does not, for example,
receive all required documentation and information. In order for you to
-184-
receive the Funds share price next calculated, the Fund, the Funds transfer agent, or an authorized financial intermediary must receive your order before the close of trading on the
NYSE (normally, 4:00 p.m., Eastern Time), and, in the case of a request furnished to an authorized financial intermediary, the request must be subsequently communicated properly to the Fund. The Fixed-Income Funds are closed and unavailable for
purchase and redemption on holidays when the principal U.S. bond markets are closed, such as Columbus Day and Veterans Day. Because financial intermediaries processing times may vary, please ask your financial intermediary or plan
administrator, if any, when your account will be credited. The Fund may at its discretion reject any purchase order for Fund shares.
Distribution Arrangements and Rule 12b-1 Fees
Each Fund has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act (the
Plan
) under which the Fund may make payments and bear expenses related to the distribution of the
Funds shares. The Plan is a compensation plan that provides for payments at an annual rate (based on average daily net assets) of 0.25% of Class N shares. Because a Funds
Rule 12b-1
fees
attributable to Class N shares are paid out of a Funds Class N assets on an ongoing basis, they will increase the cost of your investment and may cost you more than paying other types of sales loads. All shareholders of Class N shares share in
the expense of Rule 12b-1 fees paid from the assets attributable to that Class; however, because these shareholders hold their shares through varying arrangements (for example, directly or through financial intermediaries), they may not share
equally in the benefits of the Plan applicable to their class of shares. A Fund may pay distribution fees and other amounts described in this Prospectus at a time when shares of that Fund are unavailable for purchase.
In addition to payments under the Plan, a Fund may reimburse its distributor and/or other related parties some or all of certain types of payments made to
financial intermediaries, or may make payments directly to financial intermediaries, that provide certain administrative, recordkeeping, and account maintenance services. (For more information regarding these payments, see Payments to
Financial Intermediaries below). The amount of the payments made by the Funds is reviewed by the Trustees periodically.
-185-
Payments to Financial Intermediaries
Financial intermediaries are firms that, for compensation, sell shares of mutual funds, including shares of a DoubleLine Fund, and/or provide certain
administrative, recordkeeping, and account maintenance services to mutual fund shareholders. Financial intermediaries may include, among others, brokers, financial planners or advisors, retirement plan service providers, banks, and insurance
companies. In some cases, a financial intermediary may hold its clients Fund shares in nominee or street name. Shareholder services provided by a financial intermediary may (though they will not necessarily) include, among other things:
processing and mailing trade confirmations, periodic statements, Prospectuses, annual reports, semi-annual reports, shareholder notices, and other SEC-required communications; capturing and processing tax data; issuing and mailing dividend checks to
shareholders who have selected cash distributions; preparing record date shareholder lists for proxy solicitations; collecting and posting distributions to shareholder accounts; and establishing and maintaining systematic withdrawals and automated
investment plans and shareholder account registrations. The compensation paid to a financial intermediary by a Funds distributor, Adviser, or the Fund in respect of these services is typically paid periodically over time, during the period
when the intermediarys clients hold investments in a Fund. The amount of continuing compensation paid to different financial intermediaries for distribution and/or shareholder services varies. In most cases, the compensation is a percentage of
the value of the financial intermediarys clients investments in the Funds. The variation in compensation may, but will not necessarily, reflect enhanced or additional services provided by the intermediary. A Fund may reimburse its
distributor and/or other related parties some or all of certain types of payments made to financial intermediaries, or may make payments directly to financial intermediaries, that provide certain administrative, recordkeeping, and account
maintenance services. The amount of the payments made by the Funds is reviewed by the Trustees periodically.
An Adviser, at its own expense and out of
its own assets, also may provide other compensation to financial intermediaries in connection with sales of a Funds shares. Such compensation may include, but is not limited to, financial assistance to financial intermediaries in connection
with conferences, sales, or training programs for their employees; business building programs and seminars or informational meetings for the public; advertising or sales campaigns; or other financial intermediary-sponsored special events, including
support in respect of marketing materials. In some instances, this compensation may be made available only to certain
-186-
financial intermediaries whose representatives have sold or are expected to sell significant amounts of Fund shares. Dealers may not use sales of the Funds shares to qualify for this
compensation to the extent prohibited by the laws or rules of any state or any self-regulatory agency, such as the Financial Industry Regulatory Authority.
The amount of payments made to different financial intermediaries may not be the same. These payments may provide incentives for such intermediaries to make shares of the Funds available to their customers, and may
allow the Funds greater access to such intermediaries and their customers than would be the case if no payments were made. Such access advantages include, but are not limited to, placement of the Funds on a list of mutual funds offered as investment
options to the financial intermediarys customers (sometimes referred to as
Shelf Space
); access to the financial intermediarys registered representatives; and/or the ability to assist in training and educating the
financial intermediarys registered representatives.
Although the amount of such payments may be more or less, payments made by an Adviser
from its own assets to a financial intermediary that is compensated based on its customers assets are typically made at an annual rate that ranges between 0.05% and 0.10% of the intermediarys customers assets invested in the Funds.
If payments to financial intermediaries in respect of a particular mutual fund complex exceed payments made by other mutual fund complexes, your
financial advisor and the financial intermediary employing him or her may have an incentive to recommend that fund complex over others. Please speak with your financial advisor to learn more about the total amounts paid to your financial advisor and
his or her firm in respect of shares of the Funds and by sponsors of other mutual funds he or she may recommend to you. You should also consult disclosures made by your financial intermediary at the time of purchase.
Calculation of NAV
The NAV of each class of a Fund is calculated as of the close of trading on the NYSE (usually, 4:00 p.m., Eastern time) every day the exchange is open, except for shares of the Fixed-Income Funds, which are also
not priced or available for purchase or redemption on holidays when the principal U.S. bond markets are closed, such as Columbus Day and Veterans Day. A share classs NAV is determined by adding the value of a Funds securities, cash and
other assets attributable to that class, subtracting all of a Funds
-187-
expenses and liabilities attributable to that class, and then dividing by the total number of shares outstanding for that class of a Fund (assets-liabilities/# of shares = NAV). A Funds
investments for which market quotations are readily available are valued based on market value. Equity securities are typically valued at the last reported sales price on the principal exchange or market on which they are traded or, if there were no
sales that day, based on one or more quotes obtained from a quotation reporting system, established market makers, or independent pricing services. Securities traded on the NASDAQ Stock Market, LLC (
NASDAQ
) are generally valued at
the NASDAQ official closing price, which may not be the last sales price. If the NASDAQ official closing price is not available for a security, that security will generally be valued using the last reported sales price or, if no sales are reported,
based on one or more quotes obtained from a quotation reporting system, established market makers, or independent pricing services. Market values for domestic and foreign fixed income securities are normally determined on the basis of valuations
provided by independent pricing services. Prices obtained from independent pricing services use various observable inputs, including, but not limited to, information provided by broker-dealers, pricing formulas, such as dividend discount models,
option valuation formulas, estimates of market values obtained from yield data relating to investments or securities with similar characteristics and discounted cash flow models that might be applicable. If a market quotation for a security is
unavailable or deemed to be an unreliable indicator of current market value, a Fund will seek to obtain a broker quote from an external data vendor or directly from broker-dealers. Certain fixed income securities purchased on a delayed delivery
basis are marked to market daily until settlement at the forward settlement date. Short-term investments having a maturity of 60 days or less are generally valued at amortized cost; however, securities with a demand feature exercisable within seven
days are generally valued at par. Exchange traded options, futures and options on futures are valued at the settlement price determined by the relevant exchange. A Fund will generally value its investments in other investment companies and private
funds, such as hedge funds, at their reported net asset values, to the extent available.
Investments initially valued in currencies other than the U.S.
dollar are converted to the U.S. dollar using exchange rates obtained from pricing services at the time a Fund calculates its NAV. As a result, the NAV of a Funds shares may be affected by changes in the values of currencies in relation to the
U.S. dollar. The values of securities traded in markets outside the United States or denominated in currencies other than the U.S. dollar may change significantly on a day when the NYSE is, and, in the case
-188-
of the Fixed-Income Funds, the principal U.S. bond markets are, closed without an investor being able to purchase, redeem or exchange shares.
If market or broker-dealer quotations are unavailable or deemed unreliable for a security or if a securitys value may have been materially affected by events
occurring after the close of a securities market on which the security principally trades but before a Fund calculates its NAV, a Fund may, in accordance with procedures adopted by the Board of Trustees, attempt to assign a value to the security.
This fair value may be higher or lower than any available market price or quotation for such security and, because this process necessarily depends upon judgment, this value also may vary from valuations determined by other funds using their own
valuation procedures. While the Funds use of fair value pricing is intended to result in calculation of an NAV that fairly reflects security values as of the time of pricing, the Funds cannot guarantee that any fair value price will, in fact,
approximate the amount a Fund would actually realize upon the sale of the securities in question.
The values of a Funds investments in foreign
securities may be determined by a pricing service using pricing models designed to estimate likely changes in the values of those securities between the times at which the trading in those securities is substantially completed each day and the close
of the NYSE.
Verification of Identity
To help the government fight the funding of terrorism and money laundering activities, federal law requires that investment companies such as the Trusts obtain, verify, and record information that identifies each
person who opens an account. What this means for you is that when you open an account directly with the Trust, the Trusts transfer agent will ask you for your name, address, date of birth, taxpayer identification number and permanent street
address. Mailing addresses containing only a P.O. Box will not be accepted (though an APO or FPO box number can be used by active duty military personnel). The transfer agent also may ask to see your drivers license or other
identification documents, and may consult third-party databases to help verify your identity.
The Funds are required by law to reject your new
account application if you do not provide the required identifying information. The relevant Fund will attempt to collect any missing information required on the application by contacting you, or if applicable, your broker. If a Fund is unable to
obtain this information within a timeframe established by the transfer agent in its
-189-
sole discretion (for example, 72 hours), which may change from time to time, your application will be rejected. With respect to opened accounts, the Funds reserve the right to close your account
at the then-current days NAV and remit proceeds to you via check if it is unable to verify your identity. The Funds will attempt to verify your identity within a timeframe established at its sole discretion (for example, 96 hours), which may
change from time to time. If you are purchasing shares of the Funds through a financial intermediary, check with the financial intermediary for details concerning these requirements.
Minimum Investments for Class N Shares
The minimum investment requirements for initial and subsequent investment in Class N shares of the Funds are as follows:
|
|
|
|
|
|
|
|
|
Type of Account
|
|
Minimum Initial
Investment
|
|
|
Subsequent
Investments*
|
|
Regular
|
|
|
$2,000
|
|
|
|
$100
|
|
Individual Retirement Account
|
|
|
$500
|
|
|
|
$100
|
|
*
|
A $100 minimum subsequent purchase amount applies for automatic investment plans.
|
The minimum initial and subsequent investment amounts may be modified for certain financial intermediaries that submit trades on behalf of underlying investors. The minimum initial and subsequent purchase amounts
may be reduced or waived by the Funds distributor, the Funds Adviser, or the relevant Trust for specific investors or types of investors, including, without limitation, employee benefit plans, retirement plans, a financial intermediary
authorized to sell shares of the Funds, employees of the Adviser and their family members, the Advisers affiliates, employees of the Advisers affiliates and their family members; investment advisory clients of the Adviser; and current or
former Trustees of the Trust and their family members. A persons family members include a persons spouse or life partner and other members of the persons immediate family, including step and adoptive relationships. Certain
intermediaries also may have investment minimums, which may differ from the Funds minimums, and may be waived at the intermediaries discretion. Each Trust reserves the right to change the minimum investment amounts without prior notice.
-190-
Each Trust may suspend the offering of its shares for any period of time.
If your non-retirement account in a Fund falls below the minimum investment necessary to open the particular type of account as a result of redemptions and or
exchanges for six months or more, the relevant Trust may close your account and send you the proceeds upon 60 days written notice.
New Account Form
If you are making your initial investment in a Fund and need a
New Account Form or need help completing the New Account Form, please contact the transfer agent at 877-DLine11 (877-354-6311) or speak with your representative at your financial intermediary.
Purchase by Mail
You may purchase shares by sending a check made payable to [Name of Trust], together with a completed New Account Form in the case of an initial investment, to:
Via Regular Mail
DoubleLine Funds
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
Via Express, Registered or
Certified Mail
DoubleLine Funds
c/o
U.S. Bancorp Fund Services, LLC
615 E. Michigan Street, 3rd Floor
Milwaukee, WI 53202
Subsequent investments should be accompanied by the stub that is attached to your account
statement that you receive after each transaction or a note specifying the Fund name, your account number, and the name(s) your account is registered in.
You also may purchase additional shares of a Fund by calling 877-DLine11 (877-354-6311). If you elected this option on your account application, and your account has been open for at least 15 days, telephone orders
will be accepted via electronic funds transfer from your bank account through the Automated Clearing House (
ACH
) network. You must have banking
-191-
information established on your account prior to making this purchase. If your order is accepted prior to 4:00 p.m. Eastern time, your shares will be purchased at the NAV calculated on that day.
All investments must be in U.S. dollars drawn on domestic banks.
The Funds will not accept cash, money orders, checks drawn on banks outside the
U.S., travelers checks, bank checks, drafts, cashiers checks in amounts less than $10,000, or credit card checks.
Third-party checks, except those payable to an existing shareholder, will not be accepted. In addition, the Funds will
not accept post-dated checks, post-dated on-line checks, or any conditional order or payment.
If your check does not clear, you will be responsible for any loss a Fund incurs. You also will be charged $25 for every check returned unpaid.
The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposits in the mail or with such
services, or receipt at U.S. Bancorp Fund Services, LLC post office box, of purchase orders or redemption requests does not constitute receipt by the transfer agent of a Fund.
Additionally, shares of the Funds have not been registered for sale outside of the United States. The Funds generally do not sell shares to investors residing outside of the United States even if they are United
States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.
Purchase by Wire
If you are making your first investment in the Funds, before you wire funds, the transfer agent must have a completed account
application. You may mail or overnight deliver your account application to the transfer agent. Upon receipt of your completed account application, the transfer agent will establish an account for you. The account number assigned will be required as
part of the instruction that should be provided to your bank to send the wire. Your bank must include both the name of the Fund you are purchasing, the account number, and your name so that monies can be correctly applied.
U.S. Bank N.A.
777 E. Wisconsin Street
Milwaukee, WI 53202
ABA No. 075000022
Credit: U.S. Bancorp Fund Services, LLC
Account
No. 112-952-137
Further Credit: DoubleLine Funds [Name of Fund]
(Shareholder Account Number, Shareholder Name)
-192-
Before sending your fed wire, please call the transfer agent at
877-DLine11 (877-354-6311)
to advise them of the wire. This will ensure prompt and accurate credit to your account upon receipt of the fed wire.
Wired funds must be received prior to 4:00 p.m., Eastern time to be eligible for same day pricing. The Funds and U.S. Bank N.A. are not responsible for the consequences of delays resulting from the banking or
Federal Reserve wire system or from incomplete wiring instructions.
Automatic Investment Plan
Once your account has been opened with the initial minimum investment you may make additional purchases at regular intervals through the Automatic
Investment Plan (
AIP
). The AIP provides a convenient method to have monies deducted from your bank account for investment into a Fund (if your AIP falls on a weekend or holiday, it will be processed on the following business day).
In order to participate in the AIP each purchase must be in the amount of $100 or more and your financial institution must be a member of the ACH network. If your financial institution rejects your payment, the Funds transfer agent will charge
a $25 fee to your Fund account. To begin participating in the AIP, please complete the AIP section on the account application or call the Funds transfer agent at
877-DLine11 (877-354-6311).
Any
request to change or terminate your AIP should be submitted to the transfer agent at least five business days prior to the effective date of the next transaction.
Purchases Through an Authorized Third Party
You may buy a Funds shares
through certain broker-dealers and financial intermediaries. If purchases of a Funds shares are arranged and settlement is made at an investors election through a registered broker-dealer, other than the Funds distributor, that
broker-dealer may, at its discretion, charge a fee for that service. From time to time, shares of a Fund may only be available from a single broker-dealer or a limited number of broker-dealers, which may limit a Funds ability to attract
assets.
-193-
How to Redeem Shares
General Information
You may redeem shares on any day the Funds and the NYSE are open, except for shares of the Fixed-Income Funds, which are also not available for redemption on holidays when the principal U.S. bond markets are
closed, such as Columbus Day and Veterans Day. Your shares will be redeemed at the next NAV calculated after your order is received by a Fund in good order.
If you paid for your shares by check or other means, a Fund will not send you your redemption proceeds until the check you used to pay for the shares has cleared or payment for those shares has otherwise been
received. In addition, to the extent permitted under applicable SEC rules, a Fund may delay sending out redemption proceeds for up to seven days (generally only applies in cases of very large redemptions, excessive trading or during unusual market
conditions). In case of emergencies or when trading on the NYSE is restricted, the Fund may suspend redemptions or postpone payment for more than seven days, as permitted by law.
Redemptions by Mail
You may sell shares by writing a letter that includes:
|
|
your name(s) and signature(s) as they appear on the account form
|
|
|
the dollar amount you want to redeem
|
|
|
how and where to send the proceeds
|
Mail your
letter of instruction to:
Via Regular Mail
DoubleLine Funds
c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201-0701
-194-
Via Express, Registered or Certified Mail
DoubleLine Funds
c/o U.S. Bancorp Fund Services, LLC
615 E. Michigan Street, 3rd Floor
Milwaukee, WI 53202
Your letter of instruction must be accompanied by a signature guarantee or other documentation, if required (see Signature Guarantees below).
Signature Guarantees
Some circumstances require written redemption orders, along with signature guarantees. These include:
|
|
amounts in excess of $100,000;
|
|
|
if a check for the proceeds has been requested;
|
|
|
if a change of address request has been received by the transfer agent within the last 30 days;
|
|
|
when redemption proceeds are to be sent or payable to any person, address or bank account not on record; or
|
|
|
if ownership is being changed on your account.
|
The Funds and/or the transfer agent may require a signature guarantee or other acceptable signature authentication in other instances based on the circumstances relative to the particular situation. The Funds
reserve the right to waive any signature requirement at their discretion.
A signature guarantee
helps protect against fraud. You can obtain
one from most banks, securities dealers, credit unions or savings associations but
not
from a notary public. Please call 877-DLine11 (877-354-6311) to ensure that your signature guarantee will be processed correctly.
Non-financial transactions including establishing or modifying certain services on an account may require a signature guarantee, signature verification from a
Signature Verification Program member, or other acceptable form of authentication from a financial institution source.
-195-
Redemptions by Telephone
You may redeem shares by telephone request unless you have declined to have this option. You may have a check sent to the address of record, proceeds may be wired
to your predetermined bank account, or funds may be sent via electronic funds transfer through the ACH network using the bank instructions previously established on your account. Redemption proceeds will typically be sent on the business day
following your redemption. Wires are subject to a $15 fee. There is no charge to have proceeds sent via ACH and proceeds are typically credited to your bank within two to three days after redemption. Except as noted above under General
Information, proceeds will be processed within seven calendar days after the Fund receives your redemption request. Call the transfer agent at 877-DLine11 (877-354-6311) to request your transaction. Telephone redemption requests must be for a
minimum of $100.
By establishing telephone redemption, you authorize the Funds transfer agent to act upon telephone instructions. Before
executing an instruction received by telephone, the Funds transfer agent will use reasonable procedures to seek to confirm that telephone instructions are genuine. These procedures will include recording the telephone call and asking the
caller for a form of personal identification. If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person. Once a telephone transaction has been placed, it cannot be
canceled or modified.
Telephone trades must be received by or prior to market close. During periods of high market activity, shareholders may
encounter higher than usual call waits. Please allow sufficient time to place your telephone transaction.
Systematic Withdrawal Plan
As another convenience, you may redeem shares through the systematic withdrawal plan. Call 877-DLine11 (877-354-6311) to request a form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.
Under the plan, you may choose to receive a specified dollar amount generated from the redemption of shares in your
account. In order to participate in the plan, your account balance must be at least $10,000 and there must be a minimum withdrawal of $500. If you elect this redemption method, the Funds will send a check to your address of record, or will send
-196-
the payment via electronic funds transfer through the ACH network, directly to your bank account. For payment through the ACH network, your bank must be an ACH member and your bank account
information must be on file with the Fund. The plan may be terminated by the Funds at any time.
You may elect to terminate your participation in
the plan at any time by contacting the transfer agent five days prior to the effective date.
To reach the transfer agent, U.S. Bancorp Fund Services,
LLC, call toll free in the U.S.
877-DLine11 (877-354-6311)
Outside the U.S.
213-633-8200 (collect)
Redemptions Through Your Financial Intermediary or Other Authorized Third Party
You may redeem Class N shares through certain broker-dealers and financial intermediaries. If redemptions of a Funds shares are arranged and settlement is
made at an investors election through a registered broker-dealer, other than the Funds distributor, that broker-dealer may, at its discretion, charge a fee for that service.
You may sell your shares of a Fund back to the Fund through your financial intermediary on any day the NYSE and the Fund are open, except for shares of the Fixed-Income Funds, which are also not available for
redemption on holidays when the principal U.S. bond markets are closed, such as Columbus Day and Veterans Day. The financial intermediary may charge you a fee for its services. Redemption requests will be priced at the NAV next determined after they
are received by the Fund in good order. In order for you to receive the Funds NAV determined on a business day when shares may be redeemed, an authorized financial intermediary must receive your redemption request in good order before the
close of trading on the NYSE (normally, 4:00 p.m., Eastern Time), and the authorized financial intermediary must subsequently communicate the request properly to the Fund. Please contact your financial intermediary for instructions on how to place
redemption requests. Because financial intermediaries processing times may vary, please ask your financial intermediary when your account will be debited. A redemption request is in good order if it includes the exact name in which the shares
are registered, the investors account number, and the number of shares or the dollar amount of shares to be redeemed, and, for written requests, if it is signed
-197-
in accordance with the account registration, although in certain circumstances you may need to submit additional documentation to redeem your shares. A signature guarantee is required of all
account holders for any redemption request in excess of $100,000 or if a check for the proceeds has been requested. Signature guarantees will generally be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program and the Securities Transfer Agents Medallion Program (
STAMP
).
A notary public is not an acceptable signature guarantor. Investors should check with their Financial Intermediary to determine if it is subject to these arrangements.
If you redeem shares through your financial intermediary, your financial intermediary is responsible for ensuring that the Funds transfer agent receives your redemption request in proper form. If your
financial intermediary receives Federal Reserve wires, you may instruct that your redemption proceeds be forwarded by wire to your account with it; you also may instruct that your redemption proceeds be forwarded to you by a wire transfer. Please
indicate your financial intermediarys or your own complete wiring instructions. Your financial intermediary may charge you separately for this service.
Redemption in Kind
The Trusts also reserve the right to honor redemption
requests in kind (
i.e.
, payment in portfolio securities rather than cash). If your shares are redeemed in kind you will incur transaction costs upon disposition of the securities received in the distribution.
Other Account Policies
Trading Limits
Frequent trading activity by Fund shareholders can reduce a
Funds long-term performance in a variety of ways, including as a result of increased trading and transaction costs, disruption to a Funds stated portfolio management strategy, and the need to maintain an elevated cash position to meet
redemptions (and lost opportunity costs as a result thereof) and forced liquidations. In addition, certain short-term trading activities that attempt to take advantage of inefficiencies in the valuation of a Funds securities holdings may
dilute the interests of the remaining shareholders and result in unwanted distributions of taxable capital gains to fund shareholders.
-198-
Accordingly, the Boards of Trustees have adopted policies and procedures that are designed to discourage frequent
purchases and redemptions of Fund shares by Fund shareholders. These policies and procedures include:
Trading Limit Policies
for All Funds
|
|
|
Each Fund may reject any purchase order for any reason and without prior notice. A Fund or a Funds transfer agent may reject a purchase order of any
investor or group of investors or person acting on behalf of any investor or investors, whose pattern of trading or transaction history involves, in the opinion of the Funds Adviser or the Funds transfer agent, actual or potential harm
to the Fund.
|
Additional Trading Limit Policies for the DoubleLine Total Return Bond Fund, the DoubleLine Core
Fixed Income Fund, the DoubleLine Emerging Markets Fixed Income Fund, the DoubleLine Low Duration Bond Fund, the DoubleLine Equities Small Cap Growth Fund, the DoubleLine Equities Growth Fund, and the DoubleLine Equities Technology Fund
|
|
|
The reservation by the Trusts of the right to prohibit any acquisition of a Funds shares (through either a purchase or exchange from another Fund) in any
rolling one-year period in which the acquirer has previously completed four round trip transactions in the Fund. For this purpose, a round trip transaction consists of the acquisition of shares of a particular Fund (through either a purchase or
exchange from another Fund) and the subsequent redemption of shares of that Fund (through either a sale or an exchange into another Fund). These limits on round trip transactions do not, however, limit a shareholders right to redeem their
shares.
|
|
|
|
Exchanges out of a Fund within a 15-day period from the last purchase or exchange into the same Fund are monitored.
|
|
|
|
Redemptions out of a Fund within a 15-day period following a purchase may result in future purchases into the Fund being barred.
|
Exceptions to these trading limits must be approved by a Funds President or designee and reported to the Board of Trustees on a quarterly basis.
-199-
These restrictions do not necessarily apply to asset allocation programs (including mutual funds that invest in
other mutual funds for asset allocation purposes, and not for short-term trading) and (except to the extent noted in the next paragraph) do not apply to omnibus accounts,
i.e.
, accounts on behalf of multiple, undisclosed investors, maintained
by brokers and other financial intermediaries (including 401(k) or other group retirement accounts), and to involuntary transactions and automatic investment programs, such as dividend reinvestment, or transactions pursuant to a Funds
systematic investment or withdrawal program. The Funds may also waive these restrictions on terms acceptable to the Funds and the Adviser, including in connection with investments by financial institutions related to obligations the financial
institutions may have to third parties. The limitations and monitoring activities described above may not be applied to transactions involving amounts below certain thresholds if the Adviser determines such transactions are unlikely to affect the
efficient management of a Funds portfolio.
While intermediaries, such as brokers, that maintain omnibus accounts may be required to or may
voluntarily impose restrictions on the trading activity of accounts traded through those intermediaries, a Funds ability to impose restrictions with respect to accounts traded through particular intermediaries may vary depending on the
systems original capabilities, applicable contractual and legal restrictions, and cooperation of those intermediaries. Moreover, the Funds cannot always identify or reasonably detect excessive trading through omnibus accounts or accounts
otherwise facilitated by financial intermediaries that transmit purchase, exchange and redemption orders to a Fund, and thus a Fund may have difficulty curtailing such activity.
The Trusts and the Advisers may rely on the Funds service providers, including the Funds transfer agent and/or administrator, to monitor for abusive short-term trading activities.
Redemption Fees (DoubleLine Multi-Asset Growth Fund and DoubleLine Floating Rate Fund only)
The DoubleLine Multi-Asset Growth Fund and DoubleLine Floating Rate Fund impose redemption fees. Redemption fees are paid to and retained by each Fund to help
offset, at least in part, portfolio transaction costs and other related costs directly and indirectly incurred by the Fund as a result of a redemption of shares made within 90 days of purchase by allocating some of those costs to the redeeming
shareholder. Each Fund will apply a redemption fee equal to 1% of the value of any shares redeemed within
-200-
90 days of purchase. To the extent that the redemption fee applies, the price you will receive when you redeem your shares of the Fund is the net asset value next determined after receipt of
your redemption request in good order, minus the redemption fee. The Adviser may impose a new redemption fee for the Fund or modify the existing fee at any time.
Each of DoubleLine Multi-Asset Growth Fund and DoubleLine Floating Rate Fund permits exceptions to the redemption fee policy for the following transactions: (i) to the extent the exception is requested by a
financial intermediary and the intermediary agrees to administer the exception uniformly among similarly-affected clients, redemptions or exchanges by discretionary asset allocation or wrap programs (
wrap programs
) that are
initiated by the sponsor of the program as part of a periodic rebalancing, provided that such rebalancing occurs no more frequently than quarterly, or, if more frequent, was the result of an extraordinary change in the management or operation of the
wrap program leading to a revised investment model that is applied across all applicable accounts in the wrap program; (ii) to the extent the exception is requested by a financial intermediary and the intermediary agrees to administer the
exception uniformly among similarly-affected clients, redemptions or exchanges by a wrap program that are made as a result of a full withdrawal from the wrap program or as part of a systematic withdrawal plan; (iii) to the extent the exception
is requested by a financial intermediary and the intermediary agrees to administer the exception uniformly among similarly-affected clients, the following transactions in participant-directed retirement plans: (A) where the shares being
redeemed were purchased with new contributions to the plan (for example, payroll contributions, employer contributions, and loan repayments); (B) redemptions made in connection with taking out a loan from the plan; (C) redemptions in
connection with death, disability, hardship withdrawals, or Qualified Domestic Relations Orders; (iv) redemptions made as part of a systematic withdrawal plan; (v) redemptions made by a defined contribution plan in connection with a
termination or restructuring of the plan; (vi) redemptions made in connection with a participants termination of employment; (vii) redemptions made as part of a periodic rebalancing under an asset allocation model;
(viii) involuntary redemptions, such as those resulting from a shareholders failure to maintain a minimum investment in the Fund; (ix) redemptions of shares acquired through the reinvestment of dividends or distributions paid by the
Fund; (x) redemptions and exchanges effected by other mutual funds (for example, funds of funds) that are sponsored by DoubleLine Capital or its affiliates; (xi) to the extent the Fund is used as a qualified default investment alternative
under the Employee Retirement Income Security Act of 1974 for certain 401(k) plans; and
-201-
(xii) otherwise as the officers of DoubleLine Capital or DoubleLine Funds Trust may determine is appropriate after consideration of the purpose of the transaction and the potential impact to
the Fund.
The application of the redemption fee and exceptions may vary among intermediaries, and certain intermediaries may not apply the
exceptions listed above. If you purchase or sell fund shares through an intermediary, you should contact your intermediary for more information on whether the redemption fee will be applied to redemptions of your shares.
Please refer to the Shareholder Fees table under the caption Fees and Expenses for the Fund for details regarding the redemption fee
charged by the DoubleLine Multi-Asset Growth Fund and the DoubleLine Floating Rate Fund.
Exchange
Privilege
You can exchange your Class N shares in a Fund for Class N shares in another DoubleLine Fund (if available). Any exchange is subject
to the same minimums as an initial or subsequent investment, as applicable. You can request your exchange in writing or by calling the transfer agent at
877-DLine11
(877-354-6311). Be sure to read the current
Prospectus for the Fund into which you are exchanging. Exchanges may only be made on days when both affected Funds are open for business. Any new account established through an exchange will have the same registration as the account from which you
are exchanging and will have the same privileges as your original account (as long as they are available). In addition, the Trusts reserve the right to change or discontinue its exchange privilege, or temporarily suspend this privilege during
unusual market conditions, to the extent permitted under applicable SEC rules.
Conversion of Shares
Between Classes
From time to time, the Funds may authorize the conversion of shares of one class to another share class, provided that the shares
of the other class are eligible for sale in the owners state of residence and all other applicable terms and conditions are met. Further information about conversion of shares between classes may be found in the SAI.
Notice Regarding Delivery of Fund Documents
You will receive periodic mailings regarding the Funds in which you invest. In order to reduce the volume of mail you receive, only one copy of each mailing
-202-
(including, for example, fund Prospectuses) may be sent to an address shared by two or more accounts or to shareholders we reasonably believe are from the same family or household. If you would
like to receive one copy of a mailing for each account, please call 877-DLine11 (877-354-6311) to request individual copies of these documents. You must submit a written request to receive individual copies of a Prospectus or shareholder report. It
may take up to thirty days to process your request.
Unclaimed Property
Your mutual fund account may be transferred to your state of residence if no activity occurs within your account during the inactivity period specified in your
states abandoned property laws.
Cost Basis Reporting
When you redeem or exchange Fund shares, the Fund or, if you purchase your shares through a financial intermediary, your financial intermediary generally is
required to report to you and the IRS on an IRS Form 1099-B cost-basis information with respect to those shares, as well as information about whether any gain or loss on your redemption or exchange is short- or long-term and whether any loss is
disallowed under the wash sale rules. This reporting requirement is effective for Fund shares acquired by you (including through dividend reinvestment) on or after January 1, 2012, when you subsequently redeem or exchange those
shares. Such reporting generally is not required for shares held in a retirement or other tax-advantaged account. Cost basis is typically the price you pay for your shares (including reinvested dividends), with adjustments for certain commissions,
wash-sales, organizational actions, and other items, including any returns of capital paid to you by the Fund in respect of your shares. Cost basis is used to determine your net gains and losses on any shares you redeem or exchange in a taxable
account.
A Fund or your financial intermediary, as applicable, will permit you to select from a list of alternative cost basis reporting methods to
determine your cost basis in Fund shares acquired on or after January 1, 2012. If you do not select a particular cost basis reporting method, the Fund or financial intermediary will apply its default cost basis reporting method to your shares.
If you hold your shares directly in a Fund account, the Funds default method (or the method you have selected by notifying the Fund) will apply; if you hold your shares in an account with a financial intermediary, the intermediarys
default method (or the method you have selected by notifying the intermediary) will apply. Please contact the Funds at
-203-
877-DLine11
(877-354-6311) or consult your financial intermediary, as appropriate, for more information on the available methods for cost basis reporting
and how to select or change a particular method. You should consult your tax advisor concerning the application of these rules to your investment in a Fund, and to determine which available cost basis method is best for you. Please note that you are
responsible for calculating and reporting your cost basis in Fund shares acquired prior to January 1, 2012 as this information will not be reported to you by the Fund and may not be reported to you by your financial intermediary.
Distributions
The amount of distributions of net investment income and of net realized long- and short-term capital gains payable to Class N shareholders will be determined
separately for each Fund class. Dividends of the net investment income of each Fund, if any, will be declared and paid monthly, except for the DoubleLine Multi-Asset Growth Fund, which will declare and pay dividends of net investment income
quarterly, and the DoubleLine Equities Small Cap Growth Fund, the DoubleLine Equities Growth Fund and the DoubleLine Equities Technology Fund, which will declare and pay dividends at least annually. Each Fund will distribute net realized short-term
capital gains and net realized long-term capital gains, if any, at least annually. Your distributions will be reinvested in the relevant Fund unless you instruct that Fund otherwise. You may change your distribution election in writing or by
telephone. Any change should be submitted at least five days prior to the next distribution. A Fund does not charge any fees or sales loads on shares purchased through the automatic reinvestment of distributions. You may request that distributions
be paid by check. If you elect to receive distributions of net investment income and/or capital gains paid in cash and the U.S. Postal Service cannot deliver the check, or if a check remains outstanding for six months, the relevant Fund reserves the
right to reinvest the distribution check in your account at that Funds then current net asset value and will reinvest all subsequent distributions until instructed otherwise.
Taxes
This
section provides a summary of certain U.S. federal income tax considerations relevant to an investment in a Fund; it is not intended to be a full discussion of tax laws and the effects of such laws on you, or to address all aspects of taxation that
may apply to specific types of shareholders such as foreign persons. Furthermore, this discussion is based on the provisions of the Code that are in effect as of the date of this Prospectus, which
-204-
provisions are subject to change, including retroactively. There may be other federal, state, or local tax considerations applicable to a particular investor. You are urged to consult your own
tax advisor regarding your investment in a Fund (including the status of your distributions from the Fund). Additional tax information may be found in the SAI.
Taxes on dividends and distributions.
For U.S. federal income tax purposes, distributions of investment income are generally taxable to you as ordinary income. Taxes on distributions of capital gains are
determined by how long a Fund owned the investments that generated the gains, rather than how long you have owned your shares. Distributions that a Fund properly reports to you as gains from investments that the Fund owned for more than one year are
generally treated as long-term capital gains includible in your net capital gain and taxed to individuals at reduced rates. Distributions of gains from investments that the Fund owned for one year or less and gains on the sale of or payments on
bonds characterized as having market discount are generally taxable to you as ordinary income. Distributions of investment income that a Fund properly reports to you as derived from qualified dividend income are taxed in the hands of individuals at
the reduced rates applicable to net capital gains, provided holding period and other requirements are met at both the shareholder and Fund level. The DoubleLine Total Return Bond Fund, the DoubleLine Core Fixed Income Fund, the DoubleLine Emerging
Markets Fixed Income Fund, the DoubleLine Low Duration Bond Fund, and the DoubleLine Floating Rate Fund do not expect a significant portion of their distributions to derive from qualified dividend income.
A 3.8% Medicare contribution tax is imposed on the net investment income of individuals, estates and trusts whose income exceeds certain threshold
amounts. Net investment income generally includes for this purpose dividends paid by a Fund, including any capital gain dividends, and net capital gains recognized on the sale, redemption or exchange of shares of a Fund. Shareholders are advised to
consult their tax advisors regarding the possible implications of this tax on their investment in a Fund.
Distributions are taxable to you even if
they are paid from income or gains earned by a Fund before your investment (and thus were included in the price you paid). Distributions are taxable in the manner described herein whether you receive them in cash or reinvest them in additional
shares.
Distributions by a Fund to retirement plans and other tax-advantaged accounts that qualify for tax-exempt treatment under federal income tax
laws generally will not be taxable. Special tax rules apply to investments
-205-
through such plans and/or accounts. You should consult your tax advisor to determine the suitability of the Fund as an investment through such a plan and/or account and the tax treatment of
distributions (including distributions of amounts attributable to an investment in a Fund) from such a plan and/or account.
A Funds
investment in certain debt obligations, hedging transactions and derivatives can cause the Fund to recognize taxable income in excess of the cash generated by such obligations. Thus, a Fund could be required at times to liquidate investments,
including at times when it may not be advantageous to do so, in order to satisfy its distribution requirements (see Tax Status of the Funds below). Such dispositions could result in realization of capital gains, including short-term
capital gains generally taxable to shareholders at ordinary income rates when distributed to them.
Absent a specific statutory exemption, dividends
(other than capital gain dividends) paid to a shareholder that is not a U.S. person within the meaning of the Code (a
foreign person)
are subject to withholding of U.S. federal income tax at a rate of 30% (or lower
applicable treaty rate). For taxable years of a Fund beginning before January 1, 2014, the Fund is not required to withhold any amounts with respect to distributions made to foreign persons of certain U.S.-source interest income
(
interest-related dividends
) and net short-term capital gains in excess of long-term capital losses (
short-term capital gain dividends
), to the extent such distributions are properly reported as such by the Fund
in a written notice to shareholders. It is currently unclear whether Congress will extend these exemptions for interest-related dividends and short-term capital gain dividends with respect to taxable years of a Fund beginning on or after
January 1, 2014, or what the terms of such an extension would be. If you are a non-U.S. investor, please consult your own tax advisor regarding the tax consequences of investing in the Funds.
Taxes when you sell, redeem or exchange your shares.
Any gain resulting from a sale, redemption, or exchange (including an exchange for shares of another
fund) of your shares in the Funds will generally be subject to federal income tax at either short-term or long-term capital gain rates depending on how long you owned your shares.
Tax Status of the Funds.
Each Fund intends to qualify and be treated each year as a regulated investment company under the Code, such that the Fund will not be subject to federal income tax on income and
capital gains distributed to shareholders. In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, the
-206-
Fund must meet requirements with respect to the sources of its income, the diversification of its assets, and the distribution of its income. The Fund could in some cases cure a failure to comply
with these requirements, including by paying a Fund-level tax and, in the case of a diversification failure, disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such a failure, or if the Fund were otherwise to fail
to qualify as a regulated investment company, the Fund would be subject to federal income tax on its net income at regular corporate rates without reduction for distributions to shareholders. When distributed, that income would also be taxable to
shareholders as an ordinary dividend to the extent attributable to the Funds earnings and profits, thereby potentially diminishing shareholder returns.
Foreign taxes.
The Funds investments in foreign securities may be subject to foreign withholding or other taxes. In that case, a Funds return on those securities may be decreased. If a Fund meets
certain requirements with respect to its asset holdings, it will be eligible to elect to permit shareholders of the Fund to claim a credit or deduction with respect to foreign taxes paid by the Fund. In addition, investments in foreign securities
may increase or accelerate a Funds recognition of ordinary income and may affect the timing or amount of the Funds distributions.
Derivatives.
The Funds use of derivatives may affect the amount, timing, and character of distributions to shareholders and, therefore, may increase
the amount of taxes payable by shareholders.
Investments in Other Funds.
Special tax consequences may apply to shareholders of a Fund as a
result of its investments in other funds. Please see the SAI under Distributions and Taxes for more information.
Backup Withholding.
The Fund will be required in certain cases to withhold on distributions paid to a shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the
IRS for failure to properly report payments of interest or dividends, (3) who has failed to certify to the Fund that such shareholder is not subject to backup withholding, or (4) has not certified that such shareholder is a U.S. person
(including a U.S. resident alien).
Reporting.
Shareholders will be advised annually as to the federal tax status of distributions made by a Fund
for the preceding calendar year.
-207-
Consult your tax advisor about other possible tax consequences.
This is a summary of certain U.S. federal
income tax consequences of investing in the Funds. You should consult your tax advisor for more information on your own tax situation, including possible other federal, state, local and foreign tax consequences of investing in the Fund. For more
information, see Distributions and Taxes in the SAI.
Index Descriptions
The
Barclays Capital U.S. Aggregate Bond Index
represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S.
investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated
and reported on a regular basis.
The
BofA Merrill Lynch 1-3 Year US Treasury Index
is an unmanaged index that tracks the performance of the
direct sovereign debt of the U.S. Government having a maturity of at least one year and less than three years. The Low Duration Bond 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.
The
JP Morgan Emerging Markets Bond (EMBI) Global Diversified Index
is a uniquely weighted version of the EMBI Global which includes U.S. dollar-denominated
Brady bonds, Eurobonds and traded loans issued by sovereign and quasi-sovereign entities. It limits the weights of those index countries with larger debt stocks by only including specified portions of these countries eligible current face
amounts of debt outstanding.
The
Morgan Stanley Capital International All Country World Index
is a market-capitalization-weighted index
designed to provide a broad measure of stock performance throughout the world, including both developed and emerging markets.
The
Russell 2000
®
Growth Index
measures the performance of the small-cap growth segment of the U.S. equity universe. It
includes those Russell 2000
®
Index companies with higher price-to-value ratios and higher forecasted growth values.
-208-
The
Standard & Poors Goldman Sachs Commodity Index Total Return Index
is a composite index
of commodity sector returns representing an unleveraged, long-only investment in commodity futures that is broadly diversified across the spectrum of commodities and measures the returns accrued from investing in fully-collateralized nearby
commodity futures.
The
S&P 500
®
Index
is an unmanaged capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the
aggregate market value of 500 stocks representing all major industries.
Direct investment in an index is not possible.
-209-
Financial Highlights
The following tables illustrate the financial performance for each Fund for the fiscal periods shown. Certain information reflects financial results for a single
Fund share. Total return illustrates how much your investment in a Fund would have increased or decreased during each period, assuming you had reinvested all dividends and distributions. This information has been audited by PricewaterhouseCoopers
LLP, the Funds independent registered public accounting firm. Its report and the Funds financial statements are included in the Funds most recent Annual Report to shareholders, which is available upon request.
-210-
DoubleLine Total Return Bond Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS N
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
Period Ended
March 31, 2011
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$11.16
|
|
|
|
$10.96
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.44
|
|
|
|
0.73
|
|
|
|
0.99
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.34
|
|
|
|
0.31
|
|
|
|
0.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.78
|
|
|
|
1.04
|
|
|
|
1.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.61
|
)
|
|
|
(0.84
|
)
|
|
|
(0.90
|
)
|
Distributions from Net Realized Gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.61
|
)
|
|
|
(0.84
|
)
|
|
|
(0.90
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$11.33
|
|
|
|
$11.16
|
|
|
|
$10.96
|
|
Total Return
|
|
|
7.11
|
%
|
|
|
9.83
|
%
|
|
|
19.04
|
%
2
|
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$9,441,917
|
|
|
|
$6,115,779
|
|
|
|
$1,479,601
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
0.73
|
%
|
|
|
0.75
|
%
|
|
|
0.78
|
%
3
|
Expenses After Fees Waived
|
|
|
0.73
|
%
|
|
|
0.74
|
%
|
|
|
0.74
|
%
3
|
Net Investment Income (Loss)
|
|
|
3.76
|
%
|
|
|
6.58
|
%
|
|
|
9.17
|
%
3
|
Portfolio Turnover Rate
|
|
|
23
|
%
|
|
|
15
|
%
|
|
|
17
|
%
2
|
1
|
Commencement of operations on April 6, 2010.
|
4
|
Calculated based on average shares outstanding during the period.
|
-211-
DoubleLine Core Fixed Income Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS N
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
Period Ended
March 31, 2011
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$11.05
|
|
|
|
$10.46
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.33
|
|
|
|
0.47
|
|
|
|
0.55
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.36
|
|
|
|
0.65
|
|
|
|
0.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.69
|
|
|
|
1.12
|
|
|
|
0.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.41
|
)
|
|
|
(0.50
|
)
|
|
|
(0.46
|
)
|
Distributions from Net Realized Gain
|
|
|
(0.05
|
)
|
|
|
(0.03
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.46
|
)
|
|
|
(0.53
|
)
|
|
|
(0.50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$11.28
|
|
|
|
$11.05
|
|
|
|
$10.46
|
|
Total Return
|
|
|
6.27
|
%
|
|
|
10.85
|
%
|
|
|
9.71
|
%
2
|
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$731,957
|
|
|
|
$539,143
|
|
|
|
$30,586
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
0.76
|
%
|
|
|
0.79
|
%
|
|
|
1.09
|
%
3
|
Expenses After Fees Waived
|
|
|
0.75
|
%
|
|
|
0.74
|
%
|
|
|
0.74
|
%
3
|
Net Investment Income (Loss)
|
|
|
2.91
|
%
|
|
|
4.22
|
%
|
|
|
6.38
|
%
3
|
Portfolio Turnover Rate
|
|
|
83
|
%
|
|
|
81
|
%
|
|
|
84
|
%
2
|
1
|
Commencement of operations on June 1, 2010.
|
4
|
Calculated based on average shares outstanding during the period.
|
-212-
DoubleLine Emerging Markets Fixed Income Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
|
|
|
|
CLASS N
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
Period Ended
March 31, 2011
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$10.70
|
|
|
|
$10.57
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.36
|
|
|
|
0.55
|
|
|
|
0.58
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.46
|
|
|
|
0.23
|
|
|
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.82
|
|
|
|
0.78
|
|
|
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.36
|
)
|
|
|
(0.55
|
)
|
|
|
(0.50
|
)
|
Distributions from Net Realized Gain
|
|
|
(0.13
|
)
|
|
|
(0.10
|
)
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.49
|
)
|
|
|
(0.65
|
)
|
|
|
(0.53
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$11.03
|
|
|
|
$10.70
|
|
|
|
$10.57
|
|
Total Return
|
|
|
7.78
|
%
|
|
|
7.71
|
%
|
|
|
11.25
|
%
2
|
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$167,750
|
|
|
|
$81,484
|
|
|
|
$26,277
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
1.16
|
%
|
|
|
1.20
|
%
|
|
|
1.57
|
%
3
|
Expenses After Fees Waived
|
|
|
1.16
|
%
|
|
|
1.20
|
%
|
|
|
1.20
|
%
3
|
Net Investment Income (Loss)
|
|
|
3.30
|
%
|
|
|
5.26
|
%
|
|
|
5.66
|
%
3
|
Portfolio Turnover Rate
|
|
|
105
|
%
|
|
|
177
|
%
|
|
|
109
|
%
2
|
1
|
Commencement of operations on April 6, 2010.
|
4
|
Calculated based on average shares outstanding during the period.
|
-213-
DoubleLine Low Duration Bond Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
|
|
|
|
CLASS N
|
|
Year Ended
March 31, 2013
|
|
|
Period Ended
March 31,
2012
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$10.15
|
|
|
|
$10.00
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
0.17
|
|
|
|
0.09
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.09
|
|
|
|
0.13
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.26
|
|
|
|
0.22
|
|
|
|
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
(0.21
|
)
|
|
|
(0.07
|
)
|
Distributions from Net Realized Gain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.21
|
)
|
|
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$10.20
|
|
|
|
$10.15
|
|
Total
Return
|
|
|
2.64
|
%
|
|
|
2.25
|
%
2
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$237,727
|
|
|
|
$85,343
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
0.78
|
%
|
|
|
1.19
|
%
3
|
Expenses After Fees Waived
|
|
|
0.72
|
%
|
|
|
0.72
|
%
3
|
Net Investment Income (Loss)
|
|
|
1.70
|
%
|
|
|
1.74
|
%
3
|
Portfolio Turnover
Rate
|
|
|
71
|
%
|
|
|
46
|
%
2
|
1
|
Commencement of operations on September 30, 2011.
|
4
|
Calculated based on average shares outstanding during the period.
|
-214-
DoubleLine Floating Rate Fund
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
|
|
CLASS N
|
|
Period Ended
March 31, 2013
1
|
|
Net Asset Value, Beginning of Period
|
|
|
$10.00
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
Net Investment Income (Loss)
4
|
|
|
|
|
Net Gain (Loss) on Investments (Realized and Unrealized)
|
|
|
0.08
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
0.08
|
|
|
|
|
|
|
LESS DISTRIBUTIONS:
|
|
|
|
|
Distributions from Net Investment Income
|
|
|
|
|
Distributions from Net Realized Gain
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of Period
|
|
|
$10.08
|
|
Total Return
|
|
|
0.80
|
%
2
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
Net Assets, End of Period (000s)
|
|
|
$10
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
Expenses Before Fees Waived
|
|
|
2.26
|
%
3
|
Expenses After Fees Waived
|
|
|
1.00
|
%
3
|
Net Investment Income (Loss)
|
|
|
(0.13
|
)%
3
|
Portfolio Turnover Rate
|
|
|
20
|
%
2
|
1
|
Commencement of operations on February 1, 2013.
|
4
|
Calculated based on average shares outstanding during the period.
|
-215-
DoubleLine Equities Small Cap Growth Fund, DoubleLine Equities Growth Fund and DoubleLine Equities Technology
Fund
Because the Funds are newly formed, there is no financial or performance information for the Funds included in this Prospectus. You may
request this information, when it becomes available, at no charge by calling
877-DLine11
(877-354-6311) or visiting the Funds website at www.doublelinefunds.com.
-216-
PRIVACY POLICY
March 2013
What Does DoubleLine Do With Your Personal Information?
Financial companies choose how they share your personal information. This notice provides information about how we collect, share, and protect your personal
information, and how you might choose to limit our ability to share certain information about you. Please read this notice carefully.
All financial
companies need to share customers personal information to run their everyday businesses. 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 or to make
its customers aware of other financial products and services offered by a DoubleLine affiliated company.
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.
|
-217-
The types of personal information DoubleLine collects and shares depend on the product or service you have with
us. This information may include:
|
|
Social Security Number;
|
|
|
transaction or loss history;
|
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 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 877-DLine11
(877-354-6311).
If you limit this sharing
and you have a joint account, your decision will be applied to all owners of the account.
|
-218-
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.
As required by federal law, DoubleLine will notify customers of DoubleLines Privacy Policy annually. DoubleLine reserves the right
to modify this policy at any time, but in the event that there is a change, DoubleLine will promptly inform its customers of that change.
-219-
DoubleLine Funds
You can find more information about the Funds in the following documents:
Statement of Additional
Information (SAI)
The Funds SAI provides more details about each Funds investments and its policies. A current SAI is on file with the
Securities and Exchange Commission (SEC) and is incorporated by reference into this document and is legally considered part of this Prospectus. The SAI can be reviewed and photocopied at the SECs Public Reference Room in Washington, D.C.
Annual and Semi-Annual Reports
Additional information about each Funds investments is or will be available in the Funds annual and semi-annual reports to shareholders. The Funds annual report contains a discussion of the market
conditions and investment strategies that affected the Funds performance during the Funds most recent fiscal year.
TO OBTAIN INFORMATION
You can obtain a
free copy of these documents, request other information, or make general inquiries about the Funds by contacting the Funds:
By Internet:
Go to www.doublelinefunds.com
By Telephone:
Call 877-DLine11 (877-354-6311) or your financial intermediary.
By Mail:
Write to:
U.S. Bancorp Fund Services, LLC
P.O. Box 701
Milwaukee, WI 53201
From the SEC
Reports and other information about the Funds (including the statement of additional information) can be reviewed and copied at the Commissions Public Reference Room in Washington, D.C., and information on
the operation of the Public Reference Room may be obtained by calling the Commission at (202) 551-8090. The reports and other information about the Funds are available on the EDGAR Database on the Commissions Internet site at
http://www.sec.gov, and that copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov or by writing the Commissions Public Reference Section, Washington, D.C. 20549-1520.
Investment Company Act File Number 811-22378
-220-
Return Address:
333 S. Grand Ave., Suite 1800 Los
Angeles, CA 90071 1 (877) DLINE11 or 1 (877) 354-6311
fundinfo@doubleline.com www.doublelinefunds.com
DoubleLine Funds Trust
DoubleLine Equity Funds
333 South Grand Avenue, Suite 1800
Los Angeles, California 90071
(213) 633-8200
STATEMENT OF ADDITIONAL INFORMATION
August 1, 2013
Fixed Income:
DoubleLine Total Return Bond Fund
Class I Ticker DBLTX
Class N Ticker DLTNX
DoubleLine Core Fixed Income Fund
Class I Ticker DBLFX
Class N Ticker DLFNX
DoubleLine Emerging Markets Fixed Income Fund
Class I Ticker DBLEX
Class N Ticker DLENX
DoubleLine Low Duration Bond Fund
Class I Ticker DBLSX
Class N Ticker DLSNX
DoubleLine Floating Rate Fund
Class I Ticker DBFRX
Class N Ticker DLFRX
Global Asset Allocation:
DoubleLine Multi-Asset Growth Fund
Class A Ticker DMLAX
Class C Ticker DMLCX
Class I Ticker DMLIX
Class N Ticker DMLNX
Equities:
DoubleLine Equities Small Cap Growth Fund
Class I Ticker DBESX
Class N Ticker DLESX
DoubleLine Equities Growth Fund
Class I Ticker DBEGX
Class N Ticker DLEGX
DoubleLine Equities Technology Fund
Class I Ticker DBETX
Class N Ticker DLETX
The DoubleLine Total Return Bond Fund, the DoubleLine Core Fixed Income Fund, the DoubleLine Emerging
Markets Fixed Income Fund, the DoubleLine Multi-Asset Growth Fund, the DoubleLine Low Duration Bond Fund, and the DoubleLine Floating Rate Fund, are separate investment series of DoubleLine Funds Trust, and the DoubleLine Equities Small Cap Growth
Fund, the DoubleLine Equities Growth Fund, and the DoubleLine Equities Technology Fund are separate investment series of DoubleLine Equity Funds (each a
Fund
and together the
Funds
). Class I shares of the Funds
are offered through a single prospectus relating to Class I shares, and Class N Shares of the Funds are also offered through a single prospectus. Class A and C shares of the DoubleLine Multi-Asset Growth Fund are offered in a separate
prospectus relating just to those share classes. This Statement of Additional Information is not a prospectus but contains information in addition to that set forth in the Prospectuses, as supplemented from time to time. This Statement of Additional
Information should be read in conjunction with the Prospectus for the share class(es) in which you may invest. A Prospectus may be obtained at no charge by calling 877-DLine11 (877-354-6311) or on the Funds website at www.doublelinefunds.com.
This Statement of Additional Information, although not in itself a prospectus, is incorporated by reference into the Prospectuses in its entirety.
Each Funds audited financial statements in the Annual Report to Shareholders (when available) may be obtained upon request at no charge by calling 877-DLine11 (877-354-6311) and on the Funds
website at www.doublelinefunds.com.
TABLE OF CONTENTS
GENERAL INFORMATION
DoubleLine Funds Trust
was formed as a Delaware statutory trust on January 11, 2010, and is registered with the Securities and Exchange
Commission (the
SEC
) as an open-end management investment company. DoubleLine Capital LP (an
Adviser
or
DoubleLine Capital
) acts as the investment adviser for DoubleLine Funds Trust.
DoubleLine Equity Funds (together with DoubleLine Funds Trust, each a
Trust
and, collectively, the
Trusts
), was formed as a Massachusetts business trust on January 11, 2013, and is registered with the SEC
as an open-end management investment company. DoubleLine Equity LP (an
Adviser
or
DoubleLine Equity
) acts as the investment adviser for DoubleLine Equity Funds.
The DoubleLine Total Return Bond Fund (the
Total Return Bond Fund
), the DoubleLine Core Fixed Income Fund (the
Core Fixed
Income Fund
), the DoubleLine Emerging Markets Fixed Income Fund (the
Emerging Markets Fixed Income Fund
), the DoubleLine Low Duration Bond Fund (the
Low Duration Bond Fund
), the DoubleLine Floating
Rate Fund (the
Floating Rate Fund
), the DoubleLine Equities Small Cap Growth Fund (the
Equities Small Cap Growth Fund
), the DoubleLine Equities Growth Fund (the
Equities Growth Fund
), and the
DoubleLine Equities Technology Fund (the
Equities Technology Fund
) each offer two classes of shares: Class I shares and Class N shares. The DoubleLine Multi-Asset Growth Fund (the
Multi-Asset Growth Fund
) offers
four classes of shares: Class A shares, Class C shares, Class I shares, and Class N shares.
The Total Return Bond Fund and the Emerging
Markets Fixed Income Fund commenced operations offering Class I and N shares on April 6, 2010. The Core Fixed Income Fund commenced operations offering Class I and N shares on June 1, 2010. The Multi-Asset Growth Fund commenced
operations offering Class A and I shares on December 20, 2010. The Low Duration Bond Fund commenced operations offering Class I and N shares on September 30, 2011. The Floating Rate Fund commenced operations offering Class I and Class
N shares on February 1, 2013. The Equities Small Cap Growth Fund and the Equities Growth Fund commenced operations offering Class I and N shares on April 1, 2013. As of the date of this SAI, the Equities Technology Fund has not yet
commenced operations.
The Total Return Bond Fund, the Core Fixed Income Fund, the Emerging Markets Fixed Income Fund, the Low Duration Bond
Fund, the Floating Rate Fund, the Equities Small Cap Growth Fund, the Equities Growth Fund, and the Equities Technology Fund are each classified as diversified funds under the Investment Company Act of 1940, as amended (the
1940
Act
). The Multi-Asset Growth Fund is registered as a non-diversified investment company as defined in the 1940 Act, and may invest in the securities of a smaller number of issuers than may a diversified company.
INVESTMENT RESTRICTIONS
Fundamental Investment Policies
The investment restrictions numbered 1 through 8
below have been adopted as fundamental policies for the Total Return Bond Fund, the Core Fixed Income Fund, and the Emerging Markets Fixed Income Fund, unless otherwise noted. A fundamental policy affecting a particular Fund may not be changed
without the vote of a majority of the outstanding voting shares of that Fund (as defined in the 1940 Act).
1. The
Total Return Bond Fund and the Core Fixed Income Fund may not with respect to 75% of each Funds total assets, and the Emerging Markets Fixed Income Fund may, purchase the securities of any issuer (other than U.S. Government
Securities or securities of other investment companies) if, as a result, (a) more than 5% of the Funds total assets would be invested in the securities of that issuer, or (b) the Fund would hold more than 10% of the
outstanding voting securities of that issuer.
2. A Fund may not issue any class of securities which is senior to the
Funds shares of beneficial interest, except to the extent a Fund is permitted to borrow money or otherwise to the extent consistent with applicable law.
3. A Fund may not borrow money, except to the extent permitted by applicable law from time to time.
4. A Fund may not act as underwriter of securities of other issuers except to the extent that, in connection with the disposition of portfolio securities, it may be deemed to be an
underwriter under certain federal securities laws.
5. A Fund may not purchase any security if as a result 25% or more
of the Funds total assets (taken at current value) would be invested in a single industry or group of industries (for purposes of this restriction, loan participations will be considered investments in the industry of the underlying borrower,
as well as that of the seller of the loan participation).
-1-
6. A Fund may not make loans, except by purchase of debt obligations or other
financial instruments in which a Fund may invest consistent with its investment policies, by entering into repurchase agreements, or through the lending of its portfolio securities. A Fund may purchase loan participations or otherwise invest in
loans or similar obligations, and may make loans directly to issuers, itself or as part of a lending syndicate. A Fund may make loans to affiliated investment companies to the extent permitted by the 1940 Act or any exemptions therefrom that may be
granted by the Securities and Exchange Commission.
7. A Fund may not purchase commodities, except that a Fund may
purchase and sell commodity contracts or any type of commodity-related derivative instrument (including, without limitation, all types of commodity-related swaps, futures contracts, forward contracts and options contracts).
8. A Fund may not purchase or sell real estate or interests in real estate, including real estate mortgage loans, although it may
purchase and sell securities which are secured by real estate and securities of companies, including limited partnership interests, that invest or deal in real estate and it may purchase interests in real estate investment trusts. (For purposes of
this restriction, investments by a Fund in mortgage-backed securities and other securities representing interests in mortgage pools shall not constitute the purchase or sale of real estate or interests in real estate or real estate mortgage loans.)
The investment restrictions numbered 1 through 7 below have been adopted as fundamental policies for the Multi-Asset Growth Fund.
1. The Fund may not issue any class of securities which is senior to the Funds shares of beneficial interest, except to the
extent the Fund is permitted to borrow money and except as otherwise consistent with applicable law from time to time.
2. The Fund may not borrow money, except to the extent permitted by applicable law from time to time.
3. The Fund may not act as underwriter of securities of other issuers except to the extent that, in connection with the
disposition of portfolio securities or in connection with the purchase of securities directly from the issuer thereof, it may be deemed to be an underwriter under certain federal securities laws.
4. The Fund may not purchase any security if as a result 25% or more of the Funds total assets (taken at current value)
would be invested in a single industry (for purposes of this restriction, (i) loan participations will be considered investments in the industry of the underlying borrower, (ii) investment companies are not considered to constitute an
industry, and (iii) derivatives counterparties are not considered to be part of any industry).
5. The Fund may
purchase loan participations or otherwise invest in loans or similar obligations, and may make loans directly to issuers, itself or as part of a lending syndicate. The Fund may purchase debt obligations or other financial instruments in which the
Fund may invest consistent with its investment policies, by entering into repurchase agreements, or through the lending of its portfolio securities. The Fund may make loans, including to affiliated investment companies, to the extent permitted by
the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.
6. The Fund may purchase or
sell commodities to the extent permitted by applicable law from time to time.
7. The Fund may not purchase or sell
real estate. The Fund may, for clarity, (i) purchase interests in issuers which deal or invest in real estate, including limited partnership interests of limited partnerships that invest or deal in real estate, (ii) purchase securities
which are secured by real estate or interests in real estate, including real estate mortgage loans, and (iii) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities
which are secured by real estate or interests therein. (For purposes of this restriction, investments by the Fund in mortgage-backed securities and other securities representing interests in mortgage pools shall not constitute the purchase or sale
of real estate.)
The investment restrictions numbered 1 through 7 below have been adopted as fundamental policies for the Low Duration Bond
Fund.
1. The Fund may not issue any class of securities which is senior to the Funds shares of beneficial
interest, except to the extent the Fund is permitted to borrow money and except as otherwise consistent with applicable law from time to time.
2. The Fund may not borrow money, except to the extent permitted by applicable law from time to time.
-2-
3. The Fund may not act as underwriter of securities of other issuers except to the
extent that, in connection with the disposition of portfolio securities or in connection with the purchase of securities directly from the issuer thereof, it may be deemed to be an underwriter under certain federal securities laws.
4. The Fund may not purchase any security if as a result 25% or more of the Funds total assets (taken at current value)
would be invested in a single industry (for purposes of this restriction, (i) loan participations will be considered investments in the industry of the underlying borrower, (ii) investment companies are not considered to constitute an
industry, and (iii) derivatives counterparties are not considered to be part of any industry).
5. The Fund may
purchase loan participations or otherwise invest in loans or similar obligations, and may make loans directly to issuers, itself or as part of a lending syndicate. The Fund may purchase debt obligations or other financial instruments in which the
Fund may invest consistent with its investment policies, enter into repurchase agreements, or lend its portfolio securities. The Fund may make loans, including to affiliated investment companies, to the extent permitted by the 1940 Act, the rules
and regulations thereunder and any applicable exemptive relief.
6. The Fund may purchase or sell commodities to the
extent permitted by applicable law from time to time.
7. The Fund may not purchase or sell real estate. The Fund may,
for clarity, (i) purchase interests in issuers which deal or invest in real estate, including limited partnership interests of limited partnerships that invest or deal in real estate, (ii) purchase securities which are secured by real
estate or interests in real estate, including real estate mortgage loans, and (iii) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities which are secured by real
estate or interests therein. (For purposes of this restriction, investments by the Fund in mortgage-backed securities and other securities representing interests in mortgage pools shall not constitute the purchase or sale of real estate.)
The investment restrictions numbered 1 through 7 below have been adopted as fundamental policies for the Floating Rate Fund.
1. The Fund may not issue any class of securities which is senior to the Funds shares of beneficial interest, except to the extent the Fund is
permitted to borrow money and except as otherwise consistent with applicable law from time to time.
2. The Fund may borrow money to the
extent permitted by applicable law from time to time.
3. The Fund may not act as underwriter of securities of other issuers except to the
extent that, in connection with the disposition of portfolio securities or in connection with the purchase of securities directly from the issuer thereof, it may be deemed to be an underwriter under certain federal securities laws.
4. The Fund may not purchase any security if as a result 25% or more of the Funds total assets (taken at current value) would be invested in a
single industry (for purposes of this restriction, (i) bank loans and loan participations will be considered investments in the industry of the underlying borrower, (ii) investment companies are not considered to constitute an industry,
and (iii) derivatives counterparties are not considered to be part of any industry).
5. The Fund may make loans, including to affiliated
investment companies, to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. The Fund may purchase loan participations or otherwise invest in loans or similar obligations, and may make
loans directly to issuers, itself or as part of a lending syndicate. The Fund may purchase debt obligations or other financial instruments in which the Fund may invest consistent with its investment policies, enter into repurchase agreements, or
lend its portfolio securities.
6. The Fund may purchase or sell commodities to the extent permitted by applicable law from time to time.
7. The Fund may not purchase or sell real estate. The Fund may, for clarity, (i) purchase interests in issuers which deal or invest in
real estate, including limited partnership interests of limited partnerships that invest or deal in real estate, (ii) purchase securities which are secured by real estate or interests in real estate, including real estate mortgage loans, and
(iii) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities which are secured by real estate or interests therein. (For purposes of this restriction, investments by the
Fund in mortgage-backed securities and other securities representing interests in mortgage pools shall not constitute the purchase or sale of real estate.)
The investment restrictions numbered 1 through 7 below have been adopted as fundamental policies for the Equities Small Cap Growth Fund, the Equities Growth Fund, and the Equities Technology Fund, unless
otherwise noted.
-3-
1. A Fund may not issue any class of securities which is senior to a Funds
shares of beneficial interest, except to the extent a Fund is permitted to borrow money and except as otherwise consistent with applicable law from time to time.
2. A Fund may borrow money to the extent permitted by applicable law from time to time.
3. A Fund may not act as underwriter of securities of other issuers except to the extent that, in connection with the disposition of portfolio securities or in connection with the
purchase of securities directly from the issuer thereof, it may be deemed to be an underwriter under certain federal securities laws.
4. (a) Except for DoubleLine Equities Technology Fund, a Fund may not purchase any security if as a result 25% or more of the
Funds total assets (taken at current value) would be invested in a single industry (for purposes of this restriction, investment companies are not considered to constitute an industry).
(b) DoubleLine Equities Technology Fund under normal circumstances will invest 25% or more of its total assets in the securities of
issuers principally engaged in technology-related industries.
5. A Fund may make loans, including to affiliated
investment companies, to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief. A Fund may purchase loan participations or otherwise invest in loans or similar obligations, and may make loans
directly to issuers, itself or as part of a lending syndicate. A Fund may purchase debt obligations or other financial instruments in which a Fund may invest consistent with its investment policies, enter into repurchase agreements, or lend its
portfolio securities.
6. A Fund may purchase or sell commodities to the extent permitted by applicable law from time
to time.
7. A Fund may not purchase or sell real estate. A Fund may, for clarity, (i) purchase interests in
issuers which deal or invest in real estate, including limited partnership interests of limited partnerships that invest or deal in real estate, (ii) purchase securities which are secured by real estate or interests in real estate, including
real estate mortgage loans, (iii) invest in loans collateralized by real estate, and (iv) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of investments which are secured
by real estate or interests therein. (For purposes of this restriction, investments by a Fund in mortgage-backed securities and other securities representing interests in mortgage pools shall not constitute the purchase or sale of real estate.)
--------------------------
For purposes of applying the terms of Total Return Bond Funds, Core Fixed Income Funds, and Emerging Markets Fixed Income Funds fundamental investment policy number 5; Multi-Asset Growth
Funds fundamental investment policy number 4; Low Duration Bond Funds fundamental investment policy number 4; Floating Rate Funds fundamental investment policy number 4; Equities Small Cap Growth Funds, Equities Growth
Funds, and Equities Technology Funds fundamental policy number 4; and Total Return Bond Funds, Core Fixed Income Funds, and Emerging Markets Fixed Income Funds non-fundamental policy number 4 (see below), the Advisers
will, on behalf of each Fund as applicable, make reasonable determinations as to the appropriate industry classification to assign to each issuer of securities in which a Fund invests. As a general matter, Total Return Bond Fund, Core Fixed Income
Fund, Emerging Markets Fixed Income Fund, Multi-Asset Growth Fund, Low Duration Bond Fund, Equities Small Cap Growth Fund, Equities Growth Fund, and Equities Technology Fund consider an industry to be a group of companies whose principal activities,
products or services offered give them a similar economic risk profile vis à vis issuers active in other sectors of the economy. The definition of what constitutes a particular industry is therefore an evolving one, particularly for issuers
in industries or sectors within industries that are new or are undergoing rapid development. Some issuers could reasonably fall within more than one industry category. For example, some companies that sell goods over the Internet (including issuers
of securities in which certain of the Funds invest) were initially classified as Internet companies, but over time have evolved into the economic risk profiles of retail companies. Each Adviser will use its reasonable efforts to assign each issuer
to the category which it believes is most appropriate. Further, Total Return Bond Fund, Core Fixed Income Fund, Emerging Markets Fixed Income Fund, Multi-Asset Growth Fund, and Low Duration Bond Fund take the position that mortgage-backed securities
and asset-backed securities, whether government-issued or privately issued do not represent interests in any particular industry or group of industries, and therefore the 25% concentration restrictions noted above do not apply to such securities.
For purposes of fundamental policy number 4(b) for Equities Technology Fund, the Adviser may consider an issuer to be principally engaged in a technology-related industry or group of such industries if: (i) at least a plurality of an
issuers assets, income, revenue, or profits are committed to, derived from, or related to the industry or industries, or (ii) a third party has given the issuer an industry or sector classification that the Adviser considers consistent
with such industry or group of industries. The second sentence of Multi-Asset Growth Funds fundamental investment policy number 5 does not limit in any way Multi-Asset Growth Funds investments in debt obligations, other financial
instruments, repurchase agreements, and securities loans of any kind. For purposes of applying the terms of the Total Return Bond Funds, the Core Fixed Income Funds and the Emerging
-4-
Markets Fixed Income Funds fundamental investment policy 7 above, at the time of the establishment of the restriction, swap contracts were not within the understanding of the term
commodities, and, for clarity, notwithstanding any federal legislation or regulatory action by the U.S. Commodity Futures Trading Commission (
CFTC
) that subjects swaps to regulation by the CFTC, the Funds are not
restricted from investing in or entering into swap contracts by fundamental policy 7.
For purposes of the fundamental policies above and the
non-fundamental policies below, any actions taken or omitted or investments made in reliance on, or in accordance with, exemptive relief, no action relief, interpretive guidance or other regulatory or governmental action or guidance, shall be
considered to have been taken, made, or omitted in accordance with applicable law.
--------------------------
It is contrary to the current policy of the Funds, which policy may be changed without shareholder approval, to invest more than 15% of each Funds
respective net assets in securities which are determined to be illiquid by the Funds Board of Trustees (the
Board
or the
Trustees
), or persons designated by the Board to make such determinations (such as a
Funds Adviser) in accordance with procedures adopted by the Board. In addition, it is contrary to the current policy of Equities Small Cap Growth Fund, Equities Growth Fund, and Equities Technology Fund, which policy may be changed without
shareholder approval, to make short sales of securities.
Non-Fundamental Investment Policies
The investment restrictions below, which only apply to the Total Return Bond Fund, the Core Fixed Income Fund, and the Emerging Markets Fixed Income Fund
(or as otherwise indicated), as well as all other investment policies indicated herein (exclusive of the fundamental policies above) are non-fundamental restrictions, which with respect to a Fund may be changed by vote of a majority of the Board of
Trustees at any time.
1. No Fund will borrow money, except that (a) a Fund may borrow
from banks for temporary or emergency (not leveraging) purposes including the meeting of redemption requests that might otherwise require the untimely disposition of securities; (b) a Fund may enter into reverse repurchase agreements;
(c) a Fund may utilize mortgage-dollar rolls; and (d) the Funds may enter into futures contracts subject to the conditions set forth in paragraph 7 below. The total amount borrowed by a Fund (including, for this purpose, reverse repurchase
agreements and mortgage dollar rolls) at any time will not exceed 33
1
/
3
% of the Funds total assets (including the amount borrowed) valued at market less liabilities (not including the
amount borrowed) at the time the borrowing is made. Whenever borrowings pursuant to (a) exceed 5% of the value of a Funds total assets, the Fund will not purchase any securities.
2. The Fund may issue senior securities except as prohibited under the 1940 Act.
3. No Fund will underwrite securities of other companies, except insofar as the Fund might be deemed to be an underwriter for
purposes of the Securities Act of 1933, as amended (the
Securities Act
), by virtue of disposing of portfolio securities.
4. No Fund will purchase any securities that would cause 25% or more of the Funds net assets at the time of purchase to be
invested in the securities of any one particular industry or group of industries, provided that this limitation shall not apply to any Funds purchase of U.S. Government Securities (for purposes of this restriction, (i) loan participations
will be considered investments in the industry of the underlying borrower, (ii) investment companies are not considered to constitute an industry, and (iii) derivatives counterparties are not considered to be part of any industry).
The following are not fundamental policies: The Emerging Markets Fixed Income Fund may invest more than 25% of the value of its net assets in
debt securities issued or guaranteed by the governments of emerging markets countries, but it will not invest more than 25% of its net assets in fixed income instruments issued or guaranteed by companies, financial institutions and government
entities in any one emerging market country. In determining industry classifications for foreign issuers, each Fund will use reasonable classifications that are not so broad that the primary economic characteristics of the companies in a single
class are materially different. Each Fund will determine such classifications of foreign issuers based on the issuers principal or major business activities.
5. No Fund may purchase or sell real estate, although a Fund may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in
real estate, or interests therein.
6. No Fund will invest in commodities or commodities contracts, except that the
Funds may enter into swap transactions and futures contracts or purchase related options thereon. The entry into foreign currency forward contracts and options or interest rate futures contracts shall not be deemed to involve investing in
commodities.
-5-
7. No Fund will purchase securities on margin, except that a Fund may obtain any
short-term credits necessary for clearance of purchases and sales of securities. For purposes of this restriction, the deposit or payment of initial or variation margin in connection with futures contracts and related options will not be deemed to
be a purchase of securities on margin.
8. The extent to which each Fund may invest in the securities of a single
issuer or a certain number of issuers is limited by the diversification requirements imposed by Section 851(b) of the Internal Revenue Code of 1986, as amended (the
Code
).
All percentage limitations and requirements as to investments will apply only at the time of an investment to which the limitation or requirement is
applicable and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Accordingly, any later increase or decrease resulting from a change in values, net assets or other
circumstances will not be considered in determining whether any investment complies with a Funds limitation or requirement.
Except
as stated elsewhere in the Funds Prospectuses or this SAI, to the extent the Funds have reserved the freedom to invest in a type of investment or to utilize a particular investment practice, each Fund may invest in such investment or engage in
such investment practice without limit.
The 1940 Act provides that a vote of a majority of the outstanding voting securities of a
Fund means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of a Fund, or (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares of a Fund are represented at the
meeting in person.
INVESTMENT STRATEGIES
The Funds Prospectuses describe the respective Funds principal investment strategies. The following provides information that supplements the information provided in the Funds
Prospectuses.
Certain strategies and instruments described below may not apply to your Fund. Unless a strategy, instrument or policy
described below is specifically prohibited by the investment restrictions listed in your Funds Prospectus, under Investment Restrictions in this SAI, or by applicable law, a Fund may, but will not necessarily, engage in each of the
investment practices described below.
An Advisers investment process may take into account a number of factors. These factors may
include, among others, standard of living convergence, consumer deleveraging, private sector debt transference and demographic shifts, position in the business cycle, sector returns, relative growth, monetary and fiscal policy, risk integration,
market sentiment, behavioral analysis, relative value, market technicals, and government and /or regulatory intervention.
Each of the Funds
will attempt to achieve their objectives by investing in a variety of investments (that may be obligations of domestic or foreign entities), such as but not limited to (as specified in greater detail below)
,
(i) U.S. Government
Securities; (ii) corporate debt securities, including bonds, notes and debentures; (iii) corporate and asset-backed commercial paper; (iv) mortgage and other asset-backed securities, including collateralized mortgage obligations
(
CMOs
) and Real Estate Mortgage Investment Conduits (
REMICs
) and Re-REMICs (which are REMICs that have been resecuritized); (v) variable and floating rate debt securities (including inverse floaters);
(vi) subordinated corporate, mortgage, and asset-backed securities; (vii) equity securities of any kind; (viii) commodities; (ix) bank certificates of deposit; (x) fixed time deposits and bankers acceptances;
(xi) money market securities; (xii) repurchase agreements and reverse repurchase agreements; (xiii) hybrid securities; (xiv) obligations of foreign governments or their subdivisions, agencies and instrumentalities or foreign
corporate issuers; (xv) loan participations and assignments; (xvi) commercial whole mortgage loans; (xvii) derivatives (including but not limited to options or swap agreements such as credit default swaps and interest rate swaps);
(xviii) private placements, including Regulation S and Rule 144A securities; (xix) futures and options on futures relating to currencies, indexes and other financial factors; (xx) bank loans; (xxi) defaulted debt securities;
(xxii) mortgage dollar rolls; (xxiii) other mutual funds, including Exchange Traded Funds (
ETFs
), such as iShares; (xxiv) unrated securities; (xxv) structured notes; (xxvi) municipal bonds and securities;
(xxvii) collateralized debt obligations such as collateralized loan obligations and collateralized bond obligations; and (xxviii) perpetual maturity bonds. Each of the Funds generally will invest in some, but generally not all, of these
types of investments at any given time. Depending on a Funds principal investment strategies, the amount of a Funds assets that may be committed to any of these types of investments (if any) may vary. The above list of investments is not
intended to be an exhaustive list of the types of investments in which the Funds may invest.
-6-
In attempting to achieve its investment objectives, a Fund may utilize, among others, one or more of the
strategies or securities set forth below. The Funds may, in addition, invest in other instruments (including derivative investments) or use other investment strategies that are developed or become available in the future and that are consistent with
their objectives and restrictions. The investment strategies described below may be pursued directly by the Funds.
Borrowing and Other
Forms of Leverage.
Each Fund may borrow money to the extent permitted by its investment policies and restrictions and applicable law. When a Fund borrows money or otherwise leverages its portfolio, the value of an investment in
a
Fund will be more volatile and other investment risks will tend to be compounded. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of a Funds holdings. In addition to borrowing money
from banks, a Fund may engage in certain other investment transactions that may be viewed as forms of financial leverage for example, entering into reverse repurchase agreements, investing collateral from loans of portfolio securities,
entering into when-issued, delayed-delivery, or forward commitment transactions, or using derivatives such as swaps, futures, forwards, and options.
Derivatives.
Some of the instruments in which the Funds may invest may be referred to as derivatives, because their value derives from the value of
an underlying asset, reference rate or index. These instruments include options, futures contracts, forward currency contracts, swap agreements and similar instruments. The market value of derivative instruments and securities sometimes may be more
volatile than those of other instruments and each type of derivative instrument may have its own special risks.
Some over-the-counter
derivative instruments may expose a Fund to the credit risk of its counterparty. In the event the counterparty to such a derivative instrument becomes insolvent, a Fund potentially could lose all or a large portion of its investment in the
derivative instrument.
Investing for hedging purposes or to increase a Funds return may result in certain additional transaction
costs that may reduce
a
Funds performance. In addition, when used for hedging purposes, no assurance can be given that each derivative position will achieve a close correlation with the security or currency that is the subject of the
hedge, or that a particular derivative position will be available when sought by the Adviser. 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. Certain derivatives may create a risk of loss greater than the amount invested.
Equity Securities.
The Funds may invest in equity securities. Equity securities are securities that represent an ownership interest (or the right to acquire such an interest) in a
company and include common and preferred stock. Common stocks represent an equity or ownership interest in an issuer. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has
priority over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take priority over holders of preferred stock, whose claims take priority over the claims of those who
own common stock.
While offering greater potential for long-term growth, equity securities generally are more volatile and riskier than some
other forms of investment. Therefore, the value of an investment in a Fund may at times decrease instead of increase. The Funds investments may include securities traded over-the-counter as well as those traded on a securities exchange. Some
securities, particularly over-the-counter securities, may be more difficult to sell under some market conditions.
Smaller Company Equity
Securities
. The Funds may invest in equity securities of companies with small market capitalizations. Such investments may involve greater risk than is usually associated with larger, more established companies. Companies with small
market capitalizations often have limited product lines, markets or financial resources and may be dependent upon a relatively small management group. These securities may have limited marketability and may be subject to more abrupt or erratic
movements in price than securities of companies with larger market capitalizations or market averages in general. To the extent a Fund invests in securities with small market capitalizations, the net asset value of the Fund may fluctuate more widely
than market averages.
Exchange-Traded Funds
and other Investment
Companies.
The Funds may invest in shares of both open- and closed-end investment companies (including single country funds and ETFs) and trusts, limited partnerships, limited liability companies or other forms of business
organizations, including other pooled investment vehicles sponsored or advised by, or otherwise affiliated with, the Adviser or affiliates of the Adviser. Investing in another pooled vehicle exposes a Fund to all the risks of that pooled vehicle,
and, in general, subjects it to a pro rata portion of the other pooled vehicles fees and expenses. Provisions of the 1940 Act may limit the ability of a Fund to invest in certain investment companies or may limit the amount of its assets that
a Fund may invest in any investment company or investment companies in general.
-7-
As the shareholder of another investment company, a Fund would bear, along with other shareholders, its pro
rata portion of the other investment companys expenses, including advisory fees. Such expenses are in addition to the expenses a Fund pays in connection with its own operations. A Funds investments in other investment companies may be
limited by applicable law.
Despite the possibility of greater fees and expenses, investments in other investment companies may nonetheless be
attractive for several reasons, especially in connection with foreign investments. Because of restrictions on direct investment by U.S. entities in certain countries, investing indirectly in such countries (by purchasing shares of another fund that
is permitted to invest in such countries) may be the most practical and efficient way for a Fund to invest in such countries. In other cases, when a portfolio manager desires to make only a relatively small investment in a particular country,
investing through another fund that holds a diversified portfolio in that country may be more effective than investing directly in issuers in that country.
Among the types of investment companies in which a Fund may invest are Portfolio Depositary Receipts (
PDRs
) and Index Fund Shares (PDRs and Index Fund Shares are collectively referred
to as exchange-traded funds or ETFs). PDRs represent interests in a UIT holding a portfolio of securities that may be obtained from the UIT or purchased in the secondary market. Each PDR is intended to track the underlying securities,
trade like a share of common stock, and pay to PDR holders periodic dividends proportionate to those paid with respect to the underlying securities, less certain expenses. Index Fund Shares are shares issued by an open-end management investment
company that seeks to provide investment results that correspond generally to the price and yield performance of a specified index (Index Fund). Individual investments in PDRs generally are not redeemable, except upon termination of the UIT.
Similarly, individual investments in Index Fund Shares generally are not redeemable.
However, large quantities of PDRs known as
Creation Units are redeemable from the sponsor of the UIT. ETFs include, among others, Standard & Poors Depositary Receipts (
SPDRs
), Optimized Funds as Listed Securities (
OPALS
), Dow
Jones Industrial Average Instruments (
Diamonds
), NASDAQ 100 tracking shares (
QQQ
) and I-Shares.
SPDRs.
SPDRs track the performance of a basket of stocks intended to track the price performance and dividend yields of the S&P 500
until a specified maturity date. SPDRs are listed on the American Stock Exchange. Holders of SPDRs are entitled to receive quarterly distributions corresponding to dividends received on shares contained in the underlying basket of stocks net of
expenses. On the maturity date of the SPDRs UIT, the holders will receive the value of the underlying basket of stocks.
OPALS.
OPALS track the performance of adjustable baskets of stocks until a specified maturity date. Holders of OPALS are entitled to
receive semi-annual distributions corresponding to dividends received on shares contained in the underlying basket of stocks, net of expenses. On the maturity date of the OPALS UIT, the holders will receive the physical securities comprising
the underlying baskets.
I-Shares.
I-Shares are Index Fund Shares. I-Shares track the performance of specified equity
market indexes, including the S&P 500. I-Shares are listed on the New York Stock Exchange Arca and the Chicago Board Option Exchange. Holders of I-Shares are entitled to receive distributions not less frequently than annually corresponding to
dividends and other distributions received on shares contained in the underlying basket of stocks net of expenses.
Block sizes of ETF
shares, also known as Creation Units, are redeemable from the issuing ETF. The liquidity of smaller holdings of ETF shares will depend upon the existence of a secondary market.
Disruptions in the markets for the securities underlying ETFs purchased or sold by a Fund could result in losses on investments in ETFs. ETFs represent an unsecured obligation and therefore carry with
them the risk that the counterparty will default and
a
Fund may not be able to recover the current value of its investment. ETFs also carry the risk that the price a Fund pays or receives may be higher or lower than the ETFs net asset
value. ETFs are also subject to certain additional risks, including the risks of illiquidity and of possible trading halts due to market conditions or other reasons, based on the policies of the relevant exchange. ETFs and other investment companies
in which a Fund may invest may be leveraged, which would increase the volatility of a Funds net asset value.
The Floating Rate
Fund will not generally invest in other registered investment companies in reliance on Section 12(d)(1)(G) or Section 12(d)(1)(F) of the 1940 Act.
Fixed-Income Securities.
The Funds may invest in fixed-income securities. Fixed-income securities include a broad array of short-, medium-, and long-term obligations issued by the
U.S. or foreign governments, government or international agencies and instrumentalities, and corporate and private issuers of various types. The maturity date is the date on which a fixed-income security matures. This is the date on which the
borrower must pay back the borrowed amount, which is known as the principal. Some fixed-
-8-
income securities represent uncollateralized obligations of their issuers; in other cases, the securities may be backed by specific assets (such as mortgages or other receivables) that have been
set aside as collateral for the issuers obligation. Fixed-income securities generally involve an obligation of the issuer to pay interest or dividends on either a current basis or at the maturity of the security, as well as the obligation to
repay the principal amount of the security at maturity. The rate of interest on fixed-income securities may be fixed, floating, or variable. Some securities pay a higher interest rate than the current market rate. An investor may have to pay more
than the securitys principal to compensate the seller for the value of the higher interest rate. This additional payment is a premium.
Fixed-income securities are subject to credit risk, market risk
,
and interest rate risk. Except to the extent values are affected by other factors such as developments relating to a specific
issuer, generally the value of a fixed-income security can be expected to rise when interest rates decline and, conversely, the value of such a security can be expected to fall when interest rates rise. Some fixed-income securities also involve
prepayment or call risk. This is the risk that the issuer will repay a Fund the principal on the security before it is due, thus depriving a Fund of a favorable stream of future interest or dividend payments. A Fund could buy another security, but
that other security might pay a lower interest rate. In addition, many fixed-income securities contain call or buy-back features that permit their issuers to call or repurchase the securities from their holders. Such securities may present risks
based on payment expectations. Although a Fund would typically receive a premium if an issuer were to redeem a security, if an issuer were to exercise a call option and redeem the security during times of declining interest rates, a Fund may realize
a capital loss on its investment if the security was purchased at a premium and a Fund may be forced to replace the called security with a lower yielding security.
Changes by nationally recognized securities rating organizations (
NRSROs
) in their ratings of any fixed-income security or the issuer of a fixed-income security and changes in the
ability of an issuer to make payments of interest and principal may also affect the value of these investments. Changes in the value of portfolio securities generally will not affect income derived from these securities, but will affect a
Funds net asset value.
Because interest rates vary, it is impossible to predict the income, if any, for any particular period for a
Fund that invests in fixed-income securities. Fluctuations in the value of a Funds investments in fixed-income securities will cause the net asset value of each class of the Fund to fluctuate also.
Duration is an estimate of how much a bond Funds share price will fluctuate in response to a change in interest rates. If interest rates rise by
one percentage point, the share price of a Fund representing a portfolio of debt securities with an average duration of five years would be expected to decline by about 5%. If rates decrease by a percentage point, the share price of a Fund
representing a portfolio of debt securities with an average duration of five years would be expected to rise by about 5%. The greater the duration of a bond, the greater its percentage price volatility. Only a pure discount bond that is, one
with no coupon or sinking-fund payments has a duration equal to the remaining maturity of the bond, because only in this case does the present value of the final redemption payment represent the entirety of the present value of the bond. For
all other bonds, duration is less than maturity.
Each Fund may invest in variable- or floating-rate securities, which bear interest at
rates subject to periodic adjustment or provide for periodic recovery of principal on demand. The value of a Funds investment in certain of these securities may depend on a Funds right to demand that a specified bank, broker-dealer, or
other financial institution either purchase such securities from a Fund at par or make payment on short notice to a Fund of unpaid principal and/or interest on the securities. These securities are subject to, among others, interest rate risk and
credit risk.
Generally, the Advisers use the terms debt security, bond, and fixed-income instrument interchangeably, and regards them to mean
a security or instrument having one or more of the following characteristics: a fixed-income security, a security issued at a discount to its face value, a security that pays interest or a security with a stated principal amount that requires
repayment of some or all of that principal amount to the holder of the security. The terms debt security, bond, and fixed-income instrument are interpreted broadly by the Adviser as an instrument or security evidencing what is commonly referred to
as an IOU rather than evidencing the corporate ownership of equity unless that equity represents an indirect or derivative interest in one or more debt securities. For this purpose, the terms also include instruments that are intended to provide one
or more of the characteristics of a direct investment in one or more debt securities. As new fixed-income instruments are developed, the Advisers may invest in those opportunities for the Funds as well.
Futures Contracts.
A Fund may purchase and sell futures contracts (each a
futures contract
), including
interest rate and security index futures contracts, currency and currency index futures contracts, on securities or currencies eligible for purchase by the Fund.
A Fund may enter into interest rate futures contracts and securities index futures contracts (collectively referred to as
financial futures contracts
) for hedging or other purposes.
Interest rate futures contracts obligate the long or short holder to take or make delivery of a specified quantity of a financial instrument during a specified future period at a specified price. Securities index futures contracts, which are
contracts to buy or sell units of a securities index at a specified future date at a price agreed upon when the contract is made, are similar in economic effect, but they are based on a specific index of securities (rather than on specified
securities) and are settled in cash.
-9-
The following example illustrates generally the manner in which index futures contracts operate. The
Standard & Poors 100 Stock Index (the
S&P 100 Index
) is composed of 100 selected common stocks, most of which are listed on the New York Stock Exchange (the
NYSE
). The S&P 100 Index
assigns relative weightings to the common stocks included in the Index, and the Index fluctuates with changes in the market values of those common stocks. In the case of the S&P 100 Index, contracts are to buy or sell 100 units. Thus, if the
value of the S&P 100 Index were $180, one contract would be worth $18,000 (100 units x $180). The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must
occur upon the termination of the contract, with the settlement being the difference between the contract price and the actual level of the stock index at the expiration of the contract. For example, if a Fund enters into a futures contract to buy
100 units of the S&P 100 Index at a specified future date at a contract price of $180 and the S&P 100 Index is at $184 on that future date, the Fund will gain $400 (100 units x gain of $4). If a Fund enters into a futures contract to sell
100 units of the stock index at a specified future date at a contract price of $180 and the S&P 100 Index is at $182 on that future date, the Fund will lose $200 (100 units x loss of $2).
Positions in index futures may be closed out only on an exchange or board of trade which provides a secondary market for such futures.
In order to hedge its investments successfully using financial futures contracts, a Fund must invest in futures contracts with respect to securities,
indexes or sub-indexes the movements of which will, in the Advisers judgment, have a significant correlation with movements in the prices of the Funds portfolio securities.
There are special risks associated with entering into financial futures contracts. The skills needed to use financial futures contracts effectively are different from those needed to select a Funds
investments. There may be an imperfect correlation between the price movements of financial futures contracts and the price movements of the securities in which a Fund invests. There is also a risk that a Fund will be unable to close a futures
position when desired because there is no liquid secondary market for it.
The risk of loss in trading financial futures can be substantial
due to the low margin deposits required and the extremely high degree of leverage involved in futures pricing. Relatively small price movements in a financial futures contract could have an immediate and substantial impact, which may be favorable or
unfavorable to a Fund. It is possible for a price-related loss to exceed the amount of a Funds margin deposit.
Although some financial
futures contracts by their terms call for the actual delivery or acquisition of securities at expiration, in most cases the contractual commitment is closed out before expiration. The offsetting of a contractual obligation is accomplished by
purchasing (or selling as the case may be) on a commodities or futures exchange an identical financial futures contract calling for delivery in the same month. Such a transaction, if effected through a member of an exchange, cancels the obligation
to make or take delivery of the securities. A Fund will incur brokerage fees when it purchases or sells financial futures contracts, and will be required to maintain margin deposits. If a liquid secondary market does not exist when a Fund wishes to
close out a financial futures contract, it will not be able to do so and will continue to be required to make daily cash payments of variation margin in the event of adverse price movements. There is no assurance that a Fund will be able to enter
into closing transactions.
The Funds may enter into futures contracts on other underlying assets or indexes, including physical commodities
and indexes of physical commodities.
At any time prior to expiration of a futures contract, a Fund may seek to close the position by
taking an opposite position which would typically operate to terminate
a
Funds position in the futures contract. A final determination of any variation margin is then made, additional cash is required to be paid by or released to a Fund
and a Fund realizes a loss or gain.
Margin Payments
. When a Fund purchases or sells a futures contract, it is required to
deposit with its custodian an amount of cash, U.S. Treasury bills, or other permissible collateral equal to a small percentage of the amount of the futures contract. This amount is known as initial margin. Initial margin requirements are established
by the exchanges on which futures contracts trade and may, from time to time, change. The nature of initial margin is different from that of margin in security transactions in that it does not involve borrowing money to finance transactions. Rather,
initial margin is similar to a performance bond or good faith deposit that is returned to a Fund upon termination of the contract, assuming a Fund satisfies its contractual obligations. In addition, brokers may establish margin deposit requirements
in excess of those required by the exchanges.
-10-
Subsequent payments to and from the broker occur on a daily basis in a process known as marking to
market. These payments are called variation margin and are made as the value of the underlying futures contract fluctuates. For example, when a Fund sells a futures contract and the price of the underlying index rises above the delivery price, that
Funds position declines in value. The Fund then pays the broker a variation margin payment equal to the difference between the delivery price of the futures contract and the value of the index underlying the futures contract. Conversely, if
the price of the underlying index falls below the delivery price of the contract, a Funds futures position increases in value. The broker then must make a variation margin payment equal to the difference between the delivery price of the
futures contract and the value of the index underlying the futures contract.
When a Fund terminates a position in a futures contract, a
final determination of variation margin is made, additional cash is paid by or to the Fund, and the Fund realizes a loss or a gain. Such closing transactions involve additional commission costs.
Options on Financial Futures Contracts
.
Each Fund may purchase and write call and put options on financial futures
contracts. An option on a financial futures contract gives the purchaser the right, in return for the premium paid, to assume a position in an index futures contract (a long position if the option is a call and a short position if the option is a
put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the holder would assume the underlying futures position and would receive a variation margin payment of cash or securities approximating the
increase in the value of the holders option position. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement will be made entirely in cash based on the difference between the exercise price
of the option and the closing level of the index on which the futures contract is based on the expiration date. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid.
Special Risks of Transactions in Futures Contracts and Related Options
. Financial futures contracts entail risks.
If the Advisers judgment about the general direction of interest rates or markets is wrong, a Funds overall performance may be poorer than if no financial futures contracts had been entered into. For example, in some cases, securities
called for by a financial futures contract may not have been issued at the time the contract was written. In addition, the market prices of financial futures contracts may be affected by certain factors.
Liquidity Risks
. Positions in futures contracts may be closed out only on an exchange or board of trade which provides a secondary
market for such futures. Although a Fund may intend to purchase or sell futures only on exchanges or boards of trade where there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange or board
of trade will exist for any particular contract or at any particular time. If there is not a liquid secondary market at a particular time, it may not be possible to close a futures position at such time and, in the event of adverse price movements,
a Fund would continue to be required to make daily cash payments of variation margin. However, in the event financial futures are used to hedge portfolio securities, such securities will not generally be sold until the financial futures can be
terminated. In such circumstances, an increase in the price of the portfolio securities, if any, may partially or completely offset losses on the financial futures.
The ability to establish and close out positions in options on futures contracts will be subject to the development and maintenance of a liquid secondary market. It is not certain that such a market will
develop. Although a Fund generally will purchase only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option or at any
particular time. In the event no such market exists for particular options, it might not be possible to effect closing transactions in such options, with the result that a Fund would have to exercise the options in order to realize any profit.
Hedging risks
. There are several risks in connection with the use by a Fund of futures contracts and related options as a
hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and options and movements in the underlying securities or index or movements in the prices of a Funds securities
which are the subject of a hedge. The Advisers will, however, attempt to reduce this risk by purchasing and selling, to the extent possible, futures contracts and related options on securities and indexes the movements of which will, in its
judgment, correlate closely with movements in the prices of the underlying securities or index and a Funds portfolio securities sought to be hedged.
Successful use of futures contracts and options by a Fund for hedging purposes is also subject to the Funds Advisers ability to predict correctly movements in the direction of the market. It
is possible that, where a Fund has purchased puts on futures contracts to hedge its portfolio against a decline in the market, the securities or index on which the puts are purchased may increase in value and the value of securities held in the
portfolio may decline. If this occurred, the Fund would lose money on the puts and also experience a decline in the value of its portfolio securities. In addition, the prices of futures, for a number of reasons, may not correlate perfectly with
movements in the underlying securities or index due to certain market distortions. First, all participants in the futures market are subject to margin deposit requirements. Such requirements may cause investors to close futures contracts through
offsetting transactions which could distort the normal relationship between the underlying security or index and futures markets. Second, the
-11-
margin requirements in the futures markets are less onerous than margin requirements in the securities markets in general, and as a result the futures markets may attract more speculators than
the securities markets do. Increased participation by speculators in the futures markets may also cause temporary price distortions. Due to the possibility of price distortion, even a correct forecast of general market trends by the Adviser still
may not result in a successful hedging transaction over a very short time period.
Other Risks
. A Fund will incur brokerage
fees in connection with its futures and options transactions. In addition, while futures contracts and options on futures will be purchased and sold to reduce certain risks, those transactions themselves entail certain other risks. Thus, while a
Fund may benefit from the use of futures and related options, unanticipated changes in interest rates or stock price movements may result in a poorer overall performance for the Fund than if it had not entered into any futures contracts or options
transactions. Moreover, in the event of an imperfect correlation between the futures position and the portfolio position that is intended to be protected, the desired protection may not be obtained and a Fund may be exposed to risk of loss.
The risks associated with purchasing and writing put and call options on financial futures contracts can be influenced by the market for
financial futures contracts. An increase in the market value of a financial futures contract on which a Fund has written an option may cause the option to be exercised. In this situation, the benefit to a Fund would be limited to the value of the
exercise price of the option and, if the Fund closes out the option, the cost of entering into the offsetting transaction could exceed the premium the Fund initially received for writing the option. In addition, a Funds ability to enter into
an offsetting transaction depends upon the markets demand for such financial futures contracts. If a purchased option expires unexercised, a Fund would realize a loss in the amount of the premium paid for the option.
Each Adviser has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act
(
CEA
) pursuant to Rule 4.5 under the CEA (the
exclusion
) promulgated by the CFTC, in connection with its services to the Funds. To ensure each Advisers eligibility for the exclusion under Rule 4.5 as it
has recently been amended by the CFTC, the relevant Funds may be limited in their ability to use futures and options on futures and to engage in certain swaps transactions. The Funds currently expect to operate in a manner that would permit the
Advisers to continue to claim the exclusion under Rule 4.5, which may adversely affect the Advisers ability to manage the Funds under certain market conditions and may adversely affect the Funds total returns. In the event an Adviser
becomes unable to rely on the exclusion in Rule 4.5 and is required to register with the CFTC as a commodity pool operator, the relevant Funds expenses may increase. The effect of the rule changes on the operations of the Funds and the
Advisers is not fully known at this time.
Congress, various exchanges and regulatory and self-regulatory authorities have undertaken
reviews of options and futures trading in light of market volatility. Among the actions that have been taken or are proposed to be taken are new limits and reporting requirements for speculative positions, particularly in the energy markets, new or
more stringent daily price fluctuation limits for futures and options transactions, and increased margin requirements for various types of futures transactions. Additional measures are under active consideration and as a result there may be further
actions that adversely affect the regulation of the instruments in which the Funds invest. Subject to certain limitations, a Fund may enter into futures contracts or options on such contracts to attempt to protect against possible changes in the
market value of securities held in or to be purchased by the Fund resulting from interest rate or market fluctuations, to protect the Funds unrealized gains in the value of its portfolio securities, to facilitate the sale of such securities
for investment purposes, to manage its effective maturity or duration, or to establish a position in the derivatives markets as a temporary substitute for purchasing or selling particular securities. In connection with the purchase or sale of
futures contracts, a Fund will be required to either (i) segregate sufficient cash or other liquid assets to cover the outstanding position or (ii) cover the futures contract by either owning the instruments underlying the futures
contracts or by holding a portfolio of securities with characteristics substantially similar to the underlying index or stock index comprising the futures contracts or by holding a separate offsetting option permitting it to purchase or sell the
same futures contract.
A Fund may purchase or sell interest rate futures for the purpose of hedging some or all of the value of its
portfolio securities against changes in prevailing interest rates or to manage its duration or effective maturity. If a Funds Adviser anticipates that interest rates may rise and, concomitantly, the price of certain of its portfolio securities
may fall, the Fund may sell futures contracts. If declining interest rates are anticipated, the Fund may purchase futures contracts to protect against a potential increase in the price of securities the Fund intends to purchase. Subsequently,
appropriate securities may be purchased by the Fund in an orderly fashion; as securities are purchased, corresponding futures positions would be terminated by offsetting sales of contracts.
Junk Bond Securities.
The Funds may purchase lower-rated debt securities, sometimes referred to as junk bonds, and unrated
securities that have been determined by the Funds Adviser to be of comparable quality. A security is generally considered to be below investment grade if it is rated Ba1 by Moodys Investors Service, Inc. (
Moodys
)
and BB+ by Standard & Poors Ratings Group (
S&P
), or lower, or the equivalent by any other nationally recognized statistical rating organization. See Appendix A for a description of these ratings.
-12-
While offering a greater potential opportunity for capital appreciation and higher yields compared to
higher-rated fixed income securities, junk bonds typically entail greater potential price volatility and may be less liquid than higher-rated securities. Junk bonds may be regarded as predominately speculative with respect to the issuers
continuing ability to meet principal and interest payments. They may also be more susceptible to real or perceived adverse economic and competitive industry conditions than higher-rated securities. Issuers of securities in default may fail to resume
principal or interest payments, in which case a Fund may lose its entire investment.
The lower ratings of certain securities held by a Fund
reflect a greater possibility that adverse changes in the financial condition of the issuer, or in general economic conditions, or both, or an unanticipated rise in interest rates, may impair the ability of the issuer to make payments of interest
and principal. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the values of securities held by a Fund more volatile and could limit a Funds ability to sell its securities at
prices approximating the values the Fund had placed on such securities. In the absence of a liquid trading market for securities held by it, a Fund may be unable at times to establish the fair market value of such securities. The rating assigned to
a security by Moodys or S&P does not reflect an assessment of the volatility of the securitys market value or of the liquidity of an investment in the security.
Like those of other fixed-income securities, the values of lower-rated securities fluctuate in response to changes in interest rates. Thus, a decrease in interest rates generally will result in an
increase in the value of a Funds fixed-income securities. Conversely, during periods of rising interest rates, the value of a Funds fixed-income securities generally will decline. In addition, the values of such securities are also
affected by changes in general economic conditions and business conditions affecting the specific industries of their issuers. Changes by recognized rating services in their ratings of any fixed-income security and in the ability of an issuer to
make payments of interest and principal may also affect the value of these investments. Changes in the values of portfolio securities generally will not affect cash income derived from such securities, but will affect a Funds net asset value.
Issuers of lower-rated securities are often highly leveraged, so that their ability to service their debt obligations during an economic
downturn or during sustained periods of rising interest rates may be impaired. In addition, such issuers may not have more traditional methods of financing available to them, and may be unable to repay debt at maturity by refinancing. The risk of
loss due to default in payment of interest or principal by such issuers is significantly greater because such securities frequently are unsecured and subordinated to the prior payment of senior indebtedness. Certain of the lower-rated securities in
which the Fund may invest are issued to raise funds in connection with the acquisition of a company, in so-called leveraged buy-out transactions. The highly leveraged capital structure of such issuers may make them especially vulnerable to adverse
changes in economic conditions.
Under adverse market or economic conditions or in the event of adverse changes in the financial condition of
the issuer, a Fund could find it more difficult to sell lower-rated securities when the Funds Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than might otherwise be available. In many cases,
lower-rated securities may be purchased in private placements and, accordingly, will be subject to restrictions on resale as a matter of contract or under securities laws. Under such circumstances, it may also be more difficult to determine the fair
value of such securities for purposes of computing a Funds net asset value. In order to enforce its rights in the event of a default under lower-rated securities, a Fund may be required to take possession of and manage assets securing the
issuers obligations on such securities, which may increase the Funds operating expenses and adversely affect the Funds net asset value. A Fund may also be limited in its ability to enforce its rights and may incur greater costs in
enforcing its rights in the event an issuer becomes the subject of bankruptcy proceedings. In addition, a Funds intention to qualify as a regulated investment company (
RIC
) under the Code may limit the extent to which the
Fund may exercise its rights by taking possession of such assets.
Certain securities held by a Fund may permit the issuer at its option to
call, or redeem, its securities. If an issuer were to redeem securities held by a Fund during a time of declining interest rates, the Fund may not be able to reinvest the proceeds in securities providing the same investment return as the securities
redeemed.
Lower-rated securities may be subject to certain risks not typically associated with investment grade securities, such as the
following: (1) reliable and objective information about the value of lower rated obligations may be difficult to obtain because the market for such securities may be thinner and less active than that for investment grade obligations;
(2) adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of lower than investment grade obligations, and, in turn, adversely affect their market; (3) companies that
issue lower rated obligations may be in the growth stage of their development, or may be financially troubled or highly leveraged, so they may not have more traditional methods of financing available to them; (4) when other institutional
investors dispose of their holdings of lower rated debt securities, the general market and the prices for such securities could be adversely affected; and (5) the market for lower rated securities could be impaired if legislative proposals to
limit their use in connection with corporate reorganizations or to limit their tax and other advantages are enacted.
-13-
Unrated Securities
. Subject to its investment policies, each Fund may purchase unrated
securities (which are not rated by a rating agency) if the Funds Adviser determines that the securities are of comparable quality to rated securities that the Fund may purchase. Unrated securities may be less liquid than comparable rated
securities and involve the risk that the Adviser may not accurately evaluate the securitys comparative creditworthiness. Analysis of creditworthiness of issuers of high yield securities may be more complex than for issuers of higher-quality
fixed income securities. To the extent a Fund invests in high yield and/or unrated securities, the Funds success in achieving its investment objective may depend more heavily on the Funds Advisers analysis than if the Fund invested
exclusively in higher-quality and rated securities.
Money Market Instruments.
All Funds may invest in money
market instruments. These instruments include, but are not limited to:
U.S. Government Securities
. Obligations issued or
guaranteed as to principal and interest by the United States or its agencies (such as the Export-Import Bank of the United States, Federal Housing Administration and Government National Mortgage Association) or its instrumentalities (such as the
Federal Home Loan Bank), including Treasury bills, notes and bonds.
Bank Obligations
. Obligations including certificates of
deposit, fixed time deposits and bankers acceptances, commercial paper (see below) and other debt obligations of banks subject to regulation by the U.S. Government and having total assets of $1 billion or more, and instruments secured by
such obligations, not including obligations of foreign branches of domestic banks except as permitted below.
Eurodollar Certificates of
Deposit
. Eurodollar certificates of deposit issued by foreign branches of domestic banks having total assets of $1 billion or more (investments in Eurodollar certificates may be affected by changes in currency rates or exchange
control regulations, or changes in governmental administration or economic or monetary policy in the United States and abroad).
Obligations of Savings Institutions
. Certificates of deposit of savings banks and savings and loan associations, having total assets of
$1 billion or more (investments in savings institutions above $100,000 in principal amount are not protected by federal deposit insurance).
Fully Insured Certificates of Deposit
. Certificates of deposit of banks and savings institutions, having total assets of less than $1
billion, if the principal amount of the obligation is insured by the Bank Insurance Fund or the Savings Association Insurance Fund (each of which is administered by the Federal Deposit Insurance Corporation), limited to $250,000 principal amount per
certificate and to 15% or less of a Funds net assets in all such obligations and in all illiquid assets, in the aggregate.
Commercial Paper
. Each Fund may purchase commercial paper rated within the highest ratings categories by S&P or Moodys or, if
not rated, the security is determined by the Funds Adviser to be of comparable quality.
Money Market Mutual
Funds
. Shares of United States money market investment companies.
Other Short-Term Obligations
. Debt
securities initially issued with a remaining maturity of 397 days or less and that have a short-term rating within ratings categories of at least A-1 by S&P or P-1 by Moodys.
Options.
The Funds may purchase and write (sell) call and put options, including options listed on U.S. or foreign securities exchanges or written in over-the-counter transactions
(
OTC Options
).
Exchange-listed options are issued by the Options Clearing Corporation (
OCC
) (in the
U.S.) or other clearing corporation or exchange which assures that all transactions in such options are properly executed. OTC Options are purchased from or sold (written) to dealers or financial institutions which have entered into direct
agreements with the Funds. With OTC Options, such variables as expiration date, exercise price and premium will be agreed upon between a Fund and the transacting dealer, without the intermediation of a third party such as the OCC. In the event the
counterparty to such a derivative instrument becomes insolvent, a Fund will lose all or substantially all of its investment in the derivative instrument, as well as the benefits derived therefrom. It is the position of the SEC that OTC Options are
illiquid.
Purchasing Call and Put Options
. Each Fund may purchase a call option in order to close out a covered call
position (see Covered Call Writing below), to protect against an increase in price of a security it anticipates purchasing. The purchase of the call option to effect a closing transaction on a call written over-the-counter may be a
listed or an OTC Option. In either case, the call purchased is likely to be on the same securities and have the same terms as the written option. If purchased over-the-counter, the option would generally be acquired from the dealer or financial
institution which purchased the call written by the Fund.
-14-
Each Fund may purchase put options on securities which it holds in its portfolio to protect itself against a
decline in the value of the security and to close out written put option positions. If the value of the underlying security were to fall below the exercise price of the put purchased in an amount greater than the premium paid for the option, a Fund
would incur no additional loss. In addition, a Fund may sell a put option which it has previously purchased prior to the sale of the securities underlying such option. Such a sale would result in a net gain or loss depending whether the amount
received on the sale is more or less than the premium and other transaction costs paid on the put option which is sold. Such gain or loss could be offset in whole or in part by a change in the market value of the underlying security. If a put option
purchased by a Fund expired without being sold or exercised, the premium would be lost.
Covered Call Writing
. Each Fund is
permitted to write covered call options on securities. Generally, a call option is covered if a Fund owns, or has the right to acquire, without additional cash consideration (or for additional cash consideration held for the Fund by its custodian in
a segregated account) the underlying security subject to the option, or otherwise segregates sufficient cash or U.S. Government securities or other liquid securities to cover the outstanding position. A call option is also covered if a Fund holds a
call on the same security as the underlying security of the written option, where the exercise price of the call used for coverage is equal to or less than the exercise price of the call written.
The writer of an option receives from the purchaser, in return for a call it has written, a premium (
i.e.
, the price of the option). Receipt of
these premiums may better enable a Fund to earn a higher level of current income than it would earn from holding the underlying securities alone. Moreover, the premium received will offset a portion of the potential loss incurred by a Fund if the
securities underlying the option are ultimately sold by the Fund at a loss. Furthermore, a premium received on a call written on a foreign currency will ameliorate any potential loss of value on the portfolio security due to a decline in the value
of the currency.
However, during the option period, the covered call writer has, in return for the premium on the option, given up the
opportunity for capital appreciation above the exercise price should the market price of the underlying security increase, but has retained the risk of loss should the price of the underlying security decline. The premium received will fluctuate
with varying economic market conditions. If the market value of the portfolio securities upon which call options have been written increases, a Fund may receive a lower total return from the portion of its portfolio upon which calls have been
written than it would have had such calls not been written.
With respect to listed options and certain OTC Options, during the option
period, a Fund may be required, at any time, to deliver the underlying security against payment of the exercise price on any calls it has written (exercise of certain listed and OTC Options may be limited to specific expiration dates). This
obligation is terminated upon the expiration of the option period or at such earlier time when the writer effects a closing purchase transaction. A closing purchase transaction is accomplished by purchasing an option of the same series as the option
previously written. However, once a Fund has been assigned an exercise notice, the Fund will be unable to effect a closing purchase transaction.
Closing purchase transactions are ordinarily effected to realize a profit or loss on an outstanding call option, to prevent an underlying security from being called, to permit the sale of an underlying
security or to enable a Fund to write another call option on the underlying security with either a different exercise price or expiration date or both. A Fund may realize a net gain or loss from a closing purchase transaction depending upon whether
the amount of the premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase transaction may be wholly or partially offset by unrealized appreciation in
the market value of the underlying security. Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part or exceeded by a decline in the market value of the underlying security.
If a call option expires unexercised, a Fund realizes a gain in the amount of the premium on the option less the commission paid. Such a gain, however,
may be offset by depreciation in the market value of the underlying security during the option period. If a call option is exercised, a Fund realizes a gain or loss from the sale of the underlying security equal to the difference between the
purchase price of the underlying security and the proceeds of the sale of the security plus the premium received on the option less the commission paid.
Covered Put Writing
. Each Fund is permitted to write covered put options on securities. As a writer of a covered put option, a Fund incurs an obligation to buy the security underlying
the option from the purchaser of the put at the options exercise price at any time during the option period at the purchasers election (certain listed and OTC put options written by a Fund will be exercisable by the purchaser only on a
specific date). A put is covered if, at all times during the option period, a Fund maintains, in a segregated account, cash or other liquid assets in an amount equal to at least the exercise price of the option. Similarly, a short put position could
be
-15-
covered by a Fund by its purchase of a put option on the same security as the underlying security of the written option, where the exercise price of the purchased option is equal to or more than
the exercise price of the put written or less than the exercise price of the put written if the marked to market difference is maintained by the Fund in cash or other liquid assets which a Fund holds in a segregated account. In writing puts, a Fund
assumes the risk of loss should the market value of the underlying security decline below the exercise price of the option (any loss being decreased by the receipt of the premium on the option written). In the case of listed options, during the
option period, a Fund may be required, at any time, to make payment of the exercise price against delivery of the underlying security. The operation of and limitations on covered put options in other respects are substantially identical to those of
call options.
Options on Foreign Currencies
. Each Fund may purchase and write options on foreign currencies for purposes
similar to those involved with investing in foreign currency forward contracts. For example, in order to protect against declines in the dollar value of portfolio securities which are denominated in a foreign currency, a Fund may purchase put
options on an amount of such foreign currency equivalent to the current value of the portfolio securities involved. As a result, a Fund would be enabled to sell the foreign currency for a fixed amount of U.S. dollars, thereby locking in the dollar
value of the portfolio securities (less the amount of the premiums paid for the options). Conversely, a Fund may purchase call options on foreign currencies in which securities it anticipates purchasing are denominated to secure a set U.S. dollar
price for such securities and protect against a decline in the value of the U.S. dollar against such foreign currency. Each Fund may also purchase call and put options to close out written option positions. As with securities, these options may be
covered.
Each Fund may also write call options on foreign currency to protect against potential declines in its portfolio securities which
are denominated in foreign currencies. If the U.S. dollar value of the portfolio securities falls as a result of a decline in the exchange rate between the foreign currency in which it is denominated and the U.S. dollar, then a loss to the Fund
occasioned by such value decline would be ameliorated by receipt of the premium on the option sold. At the same time, however, a Fund gives up the benefit of any rise in value of the relevant portfolio securities above the exercise price of the
option and, in fact, only receives a benefit from the writing of the option to the extent that the value of the portfolio securities falls below the price of the premium received. Each Fund may also write options to close out long call option
positions. A put option on a foreign currency would be written by a Fund for the same reason it would purchase a call option, namely, to hedge against an increase in the U.S. dollar value of a foreign security which the Fund anticipates purchasing.
Here, the receipt of the premium would offset, to the extent of the size of the premium, any increased cost to a Fund resulting from an increase in the U.S. dollar value of the foreign security. However, a Fund could not benefit from any decline in
the cost of the foreign security which is greater than the price of the premium received. Each Fund may also write options to close out long put and call option positions.
A Funds ability to establish and close out positions on foreign currency options is subject to the maintenance of a liquid secondary market for such options. Although a Fund will not purchase or
write such options unless and until, in the opinion of the Funds Adviser, the market for them has developed sufficiently to ensure that the risks in connection with such options are not greater than the risks in connection with the underlying
currency, there can be no assurance that a liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by all of those factors which influence foreign exchange rates and
investments generally.
The value of a foreign currency option depends upon the value of the underlying currency relative to the U.S.
dollar. As a result, the price of the option position may vary with changes in the value of either or both currencies and have no relationship to the investment merits of a foreign security, including foreign securities held in a hedged investment
portfolio. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign currency options, investors may be disadvantaged by having to deal in an
odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.
Options on Futures Contracts
. Each Fund may also purchase and write call and put options on futures contracts which are traded on an exchange and enter into closing transactions with
respect to such options to terminate an existing position. An option on a futures contract gives the purchaser the right (in return for the premium paid) to assume a position in a futures contract (a long position if the option is a call and a short
position if the option is a put) at a specified exercise price at any time during the term of the option.
The Funds will purchase and write
options on futures contracts for identical purposes to those set forth above for the purchase of a futures contract (purchase of a call option or sale of a put option) and the sale of a futures contract (purchase of a put option or sale of a call
option), or to close out a long or short position in futures contracts. If, for example, a Fund wished to protect against an increase in interest rates and the resulting negative impact on the value of a portion of its fixed-income portfolio, it
might write a call option on an interest rate futures contract, the underlying security of which correlates with the portion of the portfolio the Fund seeks to hedge. Any premiums received in the writing of options on futures contracts may, of
course, provide a further hedge against losses resulting from price declines in portions of a Funds portfolio.
-16-
Repurchase Agreements.
Repurchase agreements, which may be viewed as a type of
secured lending by a Fund, typically involve the acquisition by a Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The repurchase agreements will provide that the Fund will
sell back to the institution, and that the institution will repurchase, the underlying security (
collateral
) at a specified price and at a fixed time in the future, usually not more than seven days from the date of purchase. The
collateral will be maintained in a segregated account and, with respect to United States repurchase agreements, will be marked to market daily to ensure that the full value of the collateral, as specified in the repurchase agreement, does not
decrease below the repurchase price plus accrued interest. If such a decrease occurs, additional collateral will be requested and, when received, added to the account to maintain full collateralization. A Fund will accrue interest from the
institution until the date the repurchase occurs. Although this date is deemed by each Fund to be the maturity date of a repurchase agreement, the maturities of the collateral securities are not subject to any limits and may exceed one year.
Repurchase agreements that have more than seven days remaining to maturity will be considered illiquid for purposes of the restriction on each Funds investment in illiquid and restricted securities.
Reverse Repurchase Agreements.
Reverse repurchase agreements involve sales by a Fund of portfolio securities concurrently with
an agreement by the Fund to repurchase the same securities at a later date at a fixed price. Reverse repurchase agreements are speculative techniques involving leverage. Reverse repurchase agreements involve the risk that the market value of the
securities a Fund is obligated to repurchase under the agreement may decline below the repurchase price. Reverse repurchase agreements involve the risk that the buyer of the securities sold might be unable to deliver them when the Fund seeks to
repurchase the securities. If the buyer files for bankruptcy or becomes insolvent, the Fund may be delayed or prevented from recovering the security that it sold.
Securities Loans.
Each Fund may make secured loans of its portfolio securities, on either a short-term or long-term basis, amounting to not more than 33-1/3% of its total assets,
thereby potentially realizing additional income. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower
fail financially. If a borrower defaults, the value of the collateral may decline before a Fund can dispose of it. As a matter of policy, securities loans are made to broker-dealers pursuant to agreements requiring that the loans be continuously
secured by collateral consisting of cash or short-term debt obligations at least equal at all times to the value of the securities on loan, marked-to-market daily. The borrower pays to a Fund an amount equal to any dividends or interest received on
securities lent. A Fund retains all or a portion of the interest received on investment of the cash collateral or receives a fee from the borrower. A Fund bears the risk of any loss on the investment of the collateral; any such loss may exceed,
potentially by a substantial amount, any profit to the Fund from its securities lending activities. Although voting rights, or rights to consent, with respect to the loaned securities may pass to the borrower, a Fund retains the right to call the
loans at any time on reasonable notice, and it will do so to enable a Fund to exercise voting rights on any matters materially affecting the investment. Each Fund may also call such loans in order to sell the securities. A Fund may pay fees in
connection with arranging loans of its portfolio securities.
Swap Agreements.
Each Fund may enter into swap
agreements and other types of over-the-counter transactions such as caps, floors and collars with broker-dealers or other financial institutions for hedging or investment purposes. An example of one type of swap involves the exchange by a Fund with
another party of their respective commitments to pay or receive cash flows, for example, an exchange of floating rate payments for fixed-rate payments. The purchase of a cap entitles the purchaser, to the extent that a specified index or other
underlying financial measure exceeds a predetermined value on a predetermined date or dates, to receive payments on a notional principal amount from the party selling the cap. The purchase of a floor entitles the purchaser, to the extent that a
specified index or other underlying financial measure falls or other underlying measure below a predetermined value on a predetermined date or dates, to receive payments on a notional principal amount from the party selling the floor. A collar
combines elements of a cap and a floor.
Swap agreements and similar transactions can be individually negotiated and structured to include
exposure to a variety of different types of investments or market factors. Depending on their structures, swap agreements may increase or decrease a Funds exposure to long-or short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, mortgage rates, corporate borrowing rates, or other factors such as security prices, inflation rates or the volatility of an index or one or more securities. For example, if a Fund agrees to exchange payments in
U.S. dollars for payments in a non-U.S. currency, the swap agreement would tend to decrease a Funds exposure to U.S. interest rates and increase its exposure to that non-U.S. currency and interest rates. A Fund may also engage in total return
swaps, in which payments made by a Fund or the counterparty are based on the total return of a particular reference asset or assets (such as an equity or fixed-income security, a combination of such securities, or an index). The value of a
Funds swap positions would increase or decrease depending on the changes in value of the underlying rates, currency values, volatility or other indices or measures. Caps and floors have an effect similar to buying or writing options. Depending
on how they are used, swap agreements may increase or decrease the overall volatility of a funds investments and its share price. A Funds ability to engage in certain swap transactions may be limited by tax considerations.
-17-
A Funds ability to realize a profit from such transactions will depend on the ability of the financial
institutions with which it enters into the transactions to meet their obligations to a Fund. If a counterpartys creditworthiness declines, the value of the agreement would be likely to decline, potentially resulting in losses. If a default
occurs by the other party to such transaction, a Fund will have contractual remedies pursuant to the agreements related to the transaction, which may be limited by applicable law in the case of a counterpartys insolvency. Under certain
circumstances, suitable transactions may not be available to a Fund, or the Fund may be unable to close out its position under such transactions at the same time, or at the same price, as if it had purchased comparable publicly traded securities.
Swaps carry counterparty risks that cannot be fully anticipated. Also, because swap transactions typically involve a contract between the two parties, such swap investments can be extremely illiquid, as it is uncertain as to whether another
counterparty would wish to take assignment of the rights under the swap contract at a price acceptable to a Fund.
Each Fund may also enter
into options on swap agreements (
swaptions
). A swaption is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing
swap agreement, at some designated future time on specified terms. Each Fund may write (sell) and purchase put and call swaptions to the same extent it may make use of standard options on securities or other instruments. Swaptions are generally
subject to the same risks involved in a Funds use of options.
A credit default swap is an agreement between a 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, a 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. A 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.
A 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 a Fund. The purchase of credit default swaps involves costs, which will reduce the Funds return.
Credit default swaps involve a number of special risks. 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 a 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 risk that its
counterparty may be unwilling or unable to perform its obligations on the swap as they come due). The value of the credit default swap to each party will change 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. A 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 market for credit default swaps has become more volatile in recent years as the creditworthiness of
certain counterparties has been questioned and/or downgraded. The parties to a credit default swap may be required to post collateral to each other. If a Fund posts initial or periodic collateral to its counterparty, it may not be able to recover
that collateral from the counterparty in accordance with
-18-
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. A 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 credit default swap position, which may cause the
Fund to incur more losses.
Many swaps are complex and often valued subjectively. Many over-the-counter derivatives are complex and
their valuation often requires modeling and judgment, which increases the risk of mispricing or incorrect valuation. The pricing models used may not produce valuations that are consistent with the values a Fund realizes when it closes or sells an
over-the-counter derivative. Valuation risk is more pronounced when a Fund enters into over-the-counter derivatives with specialized terms because the market value of those derivatives in some cases is determined in part by reference to similar
derivatives with more standardized terms. Incorrect valuations may result in increased cash payment requirements to counterparties, undercollateralization and/or errors in calculation of a Funds net asset value.
When, As and If Issued Securities.
A Fund may purchase securities on a when, as and if issued basis under which the
issuance of the security depends upon the occurrence of a subsequent event, such as approval of a merger, corporate reorganization, leveraged buyout or debt restructuring. The commitment for the purchase of any such security will not be recognized
in the portfolio of a Fund until the Funds Adviser determines that issuance of the security is probable. A Fund may purchase securities on such basis without limit. The purchase of securities on a when, as and if issued basis may
create investment leverage and increase the volatility of the Funds net asset value. A Fund may also sell securities on a when, as and if issued basis provided that the issuance of the security will result automatically from the
exchange or conversion of a security owned by the Fund at the time of the sale.
When-Issued and Delayed Delivery Securities and Forward
Commitments.
When purchasing a security on a when-issued, delayed delivery, or forward commitment basis, a Fund assumes many of the benefits and risks of ownership of the security, including the risk of price and yield
fluctuations, but does not take delivery of the security until a date substantially after the date the transaction is entered into. Because the Fund is not required to pay for the security until the delivery date, these transactions may create
investment leverage. When a Fund has sold a security on a when-issued, delayed delivery, or forward commitment basis, the Fund does not participate in future gains or losses with respect to the security.
Mortgage-backed and Asset-backed Securities.
Mortgage-backed securities, including CMOs and certain stripped mortgage-backed
securities, represent a participation in, or are secured by, mortgage loans. Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such
items as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property and receivables from credit card agreements. The cash flow generated by the underlying assets is applied to make required
payments on the securities and to pay related administrative expenses. The amount of residual cash flow resulting from a particular issue of asset-backed or mortgage-backed securities depends on, among other things, the characteristics of the
underlying assets, the coupon rates on the securities, prevailing interest rates, the amount of administrative expenses and the actual prepayment experience on the underlying assets. The Funds may each invest in any such instruments or variations as
may be developed, to the extent consistent with its investment objectives and policies and applicable regulatory requirements. In general, the collateral supporting asset-backed securities is of a shorter maturity than mortgage loans and is likely
to experience substantial prepayments.
Mortgage-backed securities have yield and maturity characteristics corresponding to the underlying
assets. Unlike traditional debt securities, which may pay a fixed rate of interest until maturity, when the entire principal amount comes due, payments on certain mortgage-backed securities include both interest and a partial repayment of principal.
Besides the scheduled repayment of principal, repayments of principal may result from the voluntary prepayment, refinancing or foreclosure of the underlying mortgage loans. If property owners make unscheduled prepayments of their mortgage loans,
these prepayments will result in early payment of the applicable mortgage-backed securities. In that event a Fund may be unable to invest the proceeds from the early payment of the mortgage-backed securities in an investment that provides as high a
yield as the mortgage-backed securities. Consequently, early payment associated with mortgage-backed securities may cause these securities to experience significantly greater price and yield volatility than that experienced by traditional
fixed-income securities. The occurrence of mortgage prepayments is affected by factors including the level of interest rates, general economic conditions, the location and age of the mortgage and other social and demographic conditions. During
periods of falling interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-backed securities. During periods of rising interest rates, the rate of mortgage prepayments usually decreases,
thereby tending to increase the life of mortgage-backed securities. If the life of a mortgage-backed security is inaccurately predicted, a Fund may not be able to realize the rate of return it expected.
Adjustable rate mortgage securities (
ARMs
), like traditional mortgage-backed securities, are interests in pools of mortgage loans that
provide investors with payments consisting of both principal and interest as mortgage loans in the underlying mortgage pool are paid off by the borrowers. Unlike fixed-rate mortgage-backed securities, ARMs are collateralized by or represent
interests in mortgage
-19-
loans with variable rates of interest. These interest rates are reset at periodic intervals, usually by reference to an interest rate index or market interest rate. Although the rate adjustment
feature may act as a buffer to reduce sharp changes in the value of adjustable rate securities, these securities are still subject to changes in value based on, among other things, changes in market interest rates or changes in the issuers
creditworthiness. Because the interest rates are reset only periodically, changes in the interest rate on ARMs may lag changes in prevailing market interest rates. Also, some ARMs (or the underlying mortgages) are subject to caps or floors that
limit the maximum change in the interest rate during a specified period or over the life of the security. As a result, changes in the interest rate on an ARM may not fully reflect changes in prevailing market interest rates during certain periods.
A Fund may also invest in hybrid ARMs, whose underlying mortgages combine fixed-rate and adjustable rate features.
Mortgage-backed and asset-backed securities are less effective than other types of securities as a means of locking in attractive long-term interest
rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments resulting from declines in interest rates. These prepayments would have to be reinvested at lower rates. The
automatic interest rate adjustment feature of mortgages underlying ARMs likewise reduces the ability to lock-in attractive rates. As a result, mortgage-backed and asset-backed securities may have less potential for capital appreciation during
periods of declining interest rates than other securities of comparable maturities, although they may have a similar risk of decline in market value during periods of rising interest rates. Prepayments may also significantly shorten the effective
maturities of these securities, especially during periods of declining interest rates. Conversely, during periods of rising interest rates, a reduction in prepayments may increase the effective maturities of these securities, subjecting them to a
greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of a Fund.
At times, some mortgage-backed and asset-backed securities will have higher than market interest rates and therefore will be purchased at a premium above their par value. Prepayments may cause losses on
securities purchased at a premium.
CMOs may be issued by a U.S. Government agency or instrumentality or by a private issuer. Although payment
of the principal of, and interest on, the underlying collateral securing privately issued CMOs may be guaranteed by the U.S. Government or its agencies or instrumentalities, these CMOs represent obligations solely of the private issuer and are not
insured or guaranteed by the U.S. Government, its agencies or instrumentalities or any other person or entity.
Prepayments could cause early
retirement of CMOs. CMOs are designed to reduce the risk of prepayment for certain investors by issuing multiple classes of securities, each having different maturities, interest rates and payment schedules, and with the principal and interest on
the underlying mortgages allocated among the several classes in various ways. Payment of interest or principal on some classes or series of CMOs may be subject to contingencies or some classes or series may bear some or all of the risk of default on
the underlying mortgages. CMOs of different classes or series are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. If enough mortgages are repaid ahead of schedule, the classes or series of a CMO with
the earliest maturities generally will be retired prior to their maturities. Thus, the early retirement of particular classes or series of a CMO would have the same effect as the prepayment of mortgages underlying other mortgage-backed securities.
Conversely, slower than anticipated prepayments can extend the effective maturities of CMOs, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore,
potentially increasing their volatility.
Prepayments could result in losses on stripped mortgage-backed securities. Stripped mortgage-backed
securities are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The yield to maturity on an interest only or
IO
class of stripped
mortgage-backed securities is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. A rapid rate of principal prepayments may have a
measurable adverse effect on a Funds yield to maturity to the extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, a Fund may fail to recoup fully its initial investment in
these securities. Principal only or
POs
tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped mortgage-backed securities may
be more volatile and less liquid than that for other mortgage-backed securities, potentially limiting a Funds ability to buy or sell those securities at any particular time.
Subprime mortgage loans, which typically are made to less creditworthy borrowers, have a higher risk of default than conventional mortgage loans. Therefore, mortgage-backed securities backed by subprime
mortgage loans may suffer significantly greater declines in value due to defaults or the increased risk of default.
The risks associated with
other asset-backed securities (including in particular the risks of issuer default and of early prepayment) are generally similar to those described above for CMOs. In addition, because asset-backed securities generally do not have the benefit of
-20-
a security interest in the underlying assets that is comparable to a mortgage, asset-backed securities present certain additional risks that are not present with mortgage-backed securities. The
ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited. For example, revolving credit receivables are generally unsecured and the debtors on such receivables are entitled to the
protection of a number of state and federal consumer credit laws, many of which give debtors the right to set-off certain amounts owed, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles, rather than
by real property.
Asset-backed securities may be collateralized by the fees earned by service providers. The values of asset-backed
securities may be substantially dependent on the servicing of the underlying asset and are therefore 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 may also affect the rights of the security holders in and to the underlying collateral. The insolvency of entities that generate receivables or that utilize the assets may result in added costs
and delays in addition to losses associated with a decline in the value of the underlying assets.
Federal, state and local government
officials and representatives as well as certain private parties have proposed actions to assist homeowners who own or occupy property subject to mortgages. Certain of those proposals involve actions that would affect the mortgages that underlie or
relate to certain mortgage-related securities, including securities or other instruments which the Funds may hold or in which they may invest. Some of those proposals include, among other things, lowering or forgiving principal balances; forbearing,
lowering or eliminating interest payments; or utilizing eminent domain powers to seize mortgages, potentially for below market compensation. The prospective or actual implementation of one or more of these proposals may significantly and adversely
affect the value and liquidity of securities held by the Funds and could cause a Funds net asset value to decline, potentially significantly. Tremendous uncertainty remains in the market concerning the resolution of these issues; the range of
proposals and the potential implications of any implemented solution is impossible to predict.
Collateralized Mortgage Obligations
(CMOs) and Multiclass Pass-Through Securities.
CMOs are debt obligations collateralized by mortgage loans or mortgage pass-through securities. CMOs may be collateralized by Government National Mortgage Association (
Ginnie
Mae
), Federal National Mortgage Association (
Fannie Mae
), or Federal Home Loan Mortgage Corporation (
Freddie Mac
) certificates, but also may be collateralized by whole loans or private mortgage
pass-through securities (such collateral is collectively hereinafter referred to as
Mortgage Assets
). Mortgage Assets may be collateralized by commercial or residential uses. Multiclass pass-through securities are equity interests
in a trust composed of Mortgage Assets. Payments of principal of and interest on the Mortgage Assets, and any reinvestment income thereon, may require the Funds to pay debt service on the CMOs or make scheduled distributions on the multiclass
pass-through securities. CMOs may be issued by federal agencies, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing. The issuer of a series of mortgage pass-through securities may elect to be treated as a Real Estate Mortgage Investment Conduit (REMIC). REMICs include governmental and/or private entities that issue a fixed pool of
mortgages secured by an interest in real property. REMICs are similar to CMOs in that they issue multiple classes of securities, but unlike CMOs, which are required to be structured as debt securities, REMICs may be structured as indirect ownership
interests in the underlying assets of the REMICs themselves. Although CMOs and REMICs differ in certain respects, characteristics of CMOs described below apply in most cases to REMICs, as well.
In a CMO, a series of bonds or certificates is issued in multiple classes. Each class of CMOs, often referred to as a tranche, is issued at a specific
fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates.
Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly or semiannual basis. Certain CMOs may have variable or floating interest rates and others may be stripped mortgage securities. For more information on stripped mortgage
securities, see Stripped Mortgage Securities below.
The principal of and interest on the Mortgage Assets may be allocated among
the several classes of a CMO series in a number of different ways. Generally, the purpose of the allocation of the cash flow of a CMO to the various classes is to obtain a more predictable cash flow to certain of the individual tranches than exists
with the underlying collateral of the CMO. As a general rule, the more predictable the cash flow is on a CMO tranche, the lower the anticipated yield will be on that tranche at the time of issuance relative to prevailing market yields on other
mortgage-backed securities. As part of the process of creating more predictable cash flows on most of the tranches in a series of CMOs, one or more tranches generally must be created that absorb most of the volatility in the cash flows on the
underlying mortgage loans. The yields on these tranches are generally higher than prevailing market yields on mortgage-backed securities with similar maturities. As a result of the uncertainty of the cash flows of these tranches, the market prices
of and yield on these tranches generally are more volatile.
-21-
CMO Residuals.
CMO residuals are mortgage securities issued by agencies or
instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks and special purpose entities of the
foregoing. The cash flow generated by the mortgage assets underlying a series of a CMO is applied first to make required payments of principal and interest on the securities or certificates issued by the CMO and second to pay the related
administrative expenses and any management fee of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder
of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO,
prevailing interest rates, the amount of administrative expenses and the pre-payment experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to pre-payments on the related underlying mortgage
assets. In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate
adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances the Fund may fail to recoup fully its initial investment in a CMO residual. CMO residuals are generally purchased and sold by
institutional investors through several investment banking firms acting as brokers or dealers. In addition, CMO residuals may, or pursuant to an exemption therefrom, may not have been registered under the Securities Act. CMO residuals, whether or
not registered under the Securities Act, may be subject to certain restrictions on transferability, and may be deemed illiquid.
Government Mortgage Pass-Through Securities.
A Fund may invest in mortgage pass-through securities representing participation interests in pools of residential mortgage loans purchased
from individual lenders by an agency, instrumentality or sponsored corporation of the United States government (
Federal Agency
) or originated by private lenders and guaranteed, to the extent provided in such securities, by a
Federal Agency. Such securities, which are ownership interests in the underlying mortgage loans, differ from conventional debt securities, which provide for periodic payment of interest in fixed amounts (usually semiannually) and principal payments
at payments (not necessarily in fixed amounts) that are a pass-through of the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees paid to the guarantor of
such securities and the servicer of the underlying mortgage loans.
The government mortgage pass-through securities in which the Funds may
invest include those issued or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac. Ginnie Mae certificates are direct obligations of the U.S. Government and, as such, are backed by the full faith and credit of the United States. Fannie Mae is a
federally chartered, privately owned corporation and Freddie Mac is a corporate instrumentality of the United States. Fannie Mae and Freddie Mac certificates are not backed by the full faith and credit of the United States but the issuing agency or
instrumentality has the right to borrow, to meet its obligations, from an existing line of credit with the U.S. Treasury. The U.S. Treasury has no legal obligation to provide such line of credit and may choose not to do so.
Certificates for these types of mortgage-backed securities evidence an interest in a specific pool of mortgages. These certificates are, in most cases,
modified pass-through instruments, wherein the issuing agency guarantees the payment of principal and interest on mortgages underlying the certificates, whether or not such amounts are collected by the issuer on the underlying mortgages.
The Housing and Economic Recovery Act of 2008 (
HERA
) authorized the Secretary of the Treasury to support Fannie Mae, Freddie Mac, and
the Federal Home Loan Banks (
FHLBs
) (collectively, the
GSEs
) by purchasing obligations and other securities from those government-sponsored enterprises. HERA gave the Secretary of the Treasury broad authority to
determine the conditions and amounts of such purchases.
On September 6, 2008, the Federal Housing Finance Agency
(
FHFA
) placed Fannie Mae and Freddie Mac into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of Fannie Mae and Freddie Mac and of any stockholder, officer or director of Fannie Mae
and Freddie Mac with respect to Fannie Mae and Freddie Mac and the assets of Fannie Mae and Freddie Mac. FHFA selected a new chief executive officer and chairman of the board of directors for Fannie Mae and Freddie Mac.
In connection with the conservatorship, the U.S. Treasury, exercising powers granted to it under HERA, entered into a Senior Preferred Stock Purchase
Agreement (
SPA
) with each of Fannie Mae and Freddie Mac pursuant to which the U.S. Treasury will purchase up to an aggregate of $100 billion of each of Fannie Mae and Freddie Mac to maintain a positive net worth in each
enterprise. This agreement contains various covenants that severely limit each enterprises operations. In exchange for entering into these agreements, the U.S. Treasury received $1 billion of each enterprises senior preferred stock and
warrants to purchase 79.9% of each enterprises common stock. On February 18, 2009, the U.S. Treasury announced that it was doubling the size of its commitment to each enterprise under the Senior Preferred Stock Program to $200 billion.
The U.S. Treasurys obligations under the Senior Preferred Stock Program are for an indefinite period of time for a maximum amount of $200 billion per enterprise. On December 24, 2009, the U.S. Treasury announced further amendments to the
SPAs which included additional financial support for each GSE
-22-
through the end of 2012 and changes to the limits on their retained mortgage portfolios. Although legislation has been enacted to support certain GSEs, including the FHLBs, Freddie Mac and Fannie
Mae, there is no assurance that GSE obligations will be satisfied in full, or that such obligations will not decrease in value or default. It is difficult, if not impossible, to predict the future political, regulatory or economic changes that could
impact the GSEs and the values of their related securities or obligations.
Fannie Mae and Freddie Mac are continuing to operate as going
concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The SPA is intended to enhance each of Fannie Maes and Freddie Macs
ability to meet its obligations.
Under the Federal Housing Finance Regulatory Reform Act of 2008 (the
Reform Act
), which
was included as part of Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by Fannie Mae or Freddie Mac prior to FHFAs appointment as conservator or receiver, as
applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of Fannie Maes or Freddie Macs affairs. The Reform Act
requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver.
FHFA, in its capacity as conservator, has indicated that it has no intention to repudiate the guaranty obligations of Fannie Mae or Freddie Mac because FHFA views repudiation as incompatible with the
goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for Fannie Mae or Freddie Mac, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as
applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of Fannie Maes or Freddie Macs available assets. The future
financial performance of Fannie Mae and Freddie Mac is heavily dependent on the performance of the U.S. housing market.
In the event of
repudiation, the payments of interest to holders of Fannie Mae, or Freddie Mac mortgage-backed securities would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such mortgage-backed securities are not
made by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders.
Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of Fannie Mae or Freddie Mac without
any approval, assignment or consent. Although FHFA has stated that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of Fannie Mae or Freddie Mac
mortgage-backed securities would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
In addition, certain rights provided to holders of mortgage-backed securities issued by Fannie Mae and Freddie Mac under the operative documents related to such securities may not be enforced against
FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. The operative documents for Fannie Mae and Freddie Mac mortgage-backed securities may provide (or with respect to securities issued prior to
the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of Fannie Mae or Freddie Mac, in its capacity as guarantor, which includes the appointment of a conservator or receiver,
holders of such mortgage-backed securities have the right to replace Fannie Mae or Freddie Mac as trustee if the requisite percentage of mortgage-backed security holders consent. The Reform Act prevents mortgage-backed security holders from
enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed. The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default
under certain contracts to which Fannie Mae or Freddie Mac is a party, or obtain possession of or exercise control over any property of Fannie Mae or Freddie Mac, or affect any contractual rights of Fannie Mae or Freddie Mac, without the approval of
FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively.
Inverse Floaters.
An inverse floater is a type of instrument that bears a floating or variable interest rate that moves in the
opposite direction to interest rates generally or the interest rate on another security or index. Changes in interest rates generally, or the interest rate of the other security or index, inversely affect the interest rate paid on the inverse
floater, with the result that the inverse floaters price will be considerably more volatile than that of a fixed-rate bond. Brokers typically create inverse floaters by depositing an income-producing instrument, which may be a mortgage-backed
security, in a trust. The trust in turn issues a variable rate security and inverse floaters. The returns on the inverse floaters may be leveraged, increasing substantially their volatility and interest rate sensitivity. The rate at which interest
is paid by the trust 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), and the market prices of inverse floaters may as a result
-23-
be highly sensitive to changes in interest rates and in prepayment rates on the underlying securities, and may decrease significantly when interest rates increase or prepayment rates change. The
interest rate for the variable rate security is typically determined by an index or an auction process, while the inverse floater holder receives the balance of the income from the underlying income-producing instrument less an auction fee.
Loans, Assignments, and Participations.
A Fund may make loans, and may acquire or invest in loans made by others. A
Fund may acquire a loan interest directly by acting as a member of the original lending syndicate. Alternatively, a 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. In a novation, a Fund assumes all of the rights of a lending institution in a loan, including the right to receive payments of principal and interest and other amounts directly from the borrower and to
enforce its rights as a lender directly against the borrower. The Fund assumes the position of a co-lender with other syndicate members. As an alternative, a Fund may purchase an assignment of a portion of a lenders interest in a loan. In this
case, 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. A 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 will not generally be entitled to enforce its rights directly against the agent bank or the borrower, and must rely for that purpose on the lending institution. In
the case of an assignment or a participation, the value of a Funds loan investment will depend at least in part on the credit standing of the assigning or participating institution. The loans in which a Fund may invest include those that pay
fixed rates of interest and those that pay floating rates i.e., rates that adjust periodically based on a known lending rate, such as a banks prime rate. Investments in loans may be of any quality, including distressed
loans. A Fund also may gain exposure to loans and related investments through the use of total return swaps and/or other derivative instruments and through private funds and other pooled investment vehicles, including some which may be sponsored or
advised by the Funds Adviser (see Derivatives).
Many loans are made by a syndicate of banks, represented by an agent bank
(the
Agent
) which has negotiated and structured the loan and which is responsible generally for collecting interest, principal, and other amounts from the borrower on its own behalf and on behalf of the other lending institutions
in the syndicate (the
Lenders
), and for enforcing its and their other rights against the borrower. Each of the lending institutions, including the Agent, lends to the borrower a portion of the total amount of the loan, and retains
the corresponding interest in the loan. Unless, under the terms of the loan or other indebtedness, a Fund has direct recourse against the borrower, the Fund may have to rely on the Agent or other financial intermediary to apply appropriate credit
remedies against a borrower.
A Funds ability to receive payments of principal and interest and other amounts in connection with
loan participations held by it will depend primarily on the financial condition of the borrower (and, in some cases, the lending institution from which it purchases the loan). The value of collateral, if any, securing a loan can decline, or may be
insufficient to meet the borrowers obligations or may be difficult to liquidate. In addition, a Funds access to collateral may be limited by bankruptcy or other insolvency laws. The failure by a Fund to receive scheduled interest or
principal payments on a loan would adversely affect the income of the Fund and would likely reduce the value of its assets, which would be reflected in a reduction in the Funds net asset value. Loans that are fully secured offer a Fund more
protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrowers obligation, or that
the collateral can be liquidated. Indebtedness of companies whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. Some companies may never pay off their indebtedness, or may pay only a small fraction of
the amount owed. Consequently, when investing in indebtedness of companies with poor credit, a Fund bears a substantial risk of losing the entire amount invested.
Banks and other lending institutions generally perform a credit analysis of the borrower before originating a loan or participating in a lending syndicate. In selecting the loans in which a Fund will
invest, however, the Funds Adviser will not rely solely on that credit analysis, but will perform its own investment analysis of the borrowers. The Advisers analysis may include consideration of the borrowers financial strength and
managerial experience, debt coverage, additional borrowing requirements or debt maturity schedules, changing financial conditions, and responsiveness to changes in business conditions and interest rates. Because loans in which a Fund may invest may
not be rated by independent credit rating agencies, a decision by
a
Fund to invest in a particular loan may depend heavily on the Funds Advisers or the original lending institutions credit analysis of the borrower.
Loans and other types of direct indebtedness may not be readily marketable and may be subject to restrictions on resale. In some cases,
negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Adviser believes to be a fair price. Additionally, even where there is
a market for certain loans the settlement period may be extended, up to several weeks or longer. That means a Fund may have a limited ability to receive payment promptly on the sale of some of the loans in its portfolio. In addition, valuation of
illiquid indebtedness involves a
-24-
greater degree of judgment in determining a Funds net asset value than if that value were based on available market quotations, and could result in significant variations in the Funds
daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. The Adviser will determine the liquidity of a Funds investments by reference to, among other things,
market conditions and contractual provisions. Assignments and participations are generally not registered under the Securities Act, and thus investments in them may be limited by the Funds limitations on investment in illiquid securities.
Investments in loans through a direct loan or novation may involve additional risks to a Fund. For example, if a loan is foreclosed, a Fund
could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Fund could be held
liable as co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, the Funds rely on the Advisers
research in an attempt to avoid situations where fraud or misrepresentation could adversely affect a Fund.
It is the position of the SEC
that, in the case of loan participations or assignments where a bank or other lending institution serves as a financial intermediary between a Fund and the corporate borrower, if the participation does not shift to the Fund the direct
debtor-creditor relationship with the borrower, a Fund should treat both the lending bank or other lending institution and the borrower as issuers. If and to the extent a Fund treats a financial intermediary as an issuer of indebtedness,
a Fund may in certain circumstances be limited in its ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different
companies and industries.
Economic exposure to loan interests through the use of derivative transactions, including, among others, total
return swaps, may involve greater risks than if a Fund had invested in the loan interest directly during a primary distribution or through assignments of, novations of or participations in a bank loan acquired in secondary markets since, in addition
to the risks described above, certain derivative transactions may be subject to leverage risk and greater illiquidity risk, counterparty risk, valuation risk and other risks.
In managing the Funds, 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 a Fund or held in a Funds portfolio if the receipt of the Confidential Information would restrict one or more of the Advisers clients, including, potentially, the Funds, 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, a 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.
Further, in situations when a 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 Funds. Receipt of Confidential Information by the Adviser could limit a 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. In certain situations, the Adviser may create information walls around persons (
walled-off personnel
)
having access to the Confidential Information to limit the restrictions on others at the Adviser. Those measures could impair the ability of walled-off personnel to assist in managing a Fund. Also, certain issuers of senior floating rate loans,
other bank loans and related investments may not have any publicly traded securities (
Private Issuers
) and may offer private information pursuant to confidentiality agreements or similar arrangements. A Funds Adviser may
access such private information, while recognizing that the receipt of that information could potentially limit the Funds ability to trade in certain securities if the Private Issuer later issues publicly traded securities. If a Funds
Adviser intentionally or unintentionally comes into possession of Confidential Information, it may be unable, potentially for a substantial period of time, to sell certain investments held by the Fund.
The Advisers are, and may be in the future, affiliated with certain large financial institutions (
affiliates
) that hold interests in
an entity that are of a different class or type than the class or type of interest held by a Fund. For example, an affiliate may hold securities in an entity that are senior or junior to the securities held by a Fund, which could mean that the
affiliate will be entitled to different payments or other rights, or that in a workout or other distressed scenario the interests of the affiliate might be adverse to those of the Fund and the affiliate might recover all or part of its investment
while the Fund might not. Conflicts also will arise in cases where the Funds and affiliates invest in different parts of an issuers capital structure, including circumstances in which one or more affiliates may own private securities or
obligations of an issuer and a Fund may own public securities of the same issuer. For example, an affiliate may acquire a loan, loan participation, or a loan assignment of a particular borrower in which one or more Funds have an equity investment.
In negotiating the terms and conditions of any such investments, or any subsequent amendments or waivers, the Advisers may find that their own interests, the interests of an affiliate, and/or the interests of one or more Funds could
conflict. The Advisers may seek to avoid such conflicts, and, as a result, the Advisers may choose not to make such investments on behalf of the Funds. Those foregone investment opportunities may adversely affect the Funds
performance if similarly attractive opportunities are not available or cannot be identified.
Lending Fees.
In the process of buying,
selling and holding loans, a Fund may receive and/or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When a Fund buys a loan it may
receive a facility fee and when it sells a loan it may pay a facility fee. On an ongoing basis, a Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of the loan. In certain circumstances, a Fund
may receive a prepayment penalty fee upon the prepayment of a loan by a borrower. Other fees received by a Fund may include covenant waiver fees and covenant modification fees.
Borrower Covenants.
A borrower under a loan typically may be required to comply with various restrictive covenants contained in a loan agreement or note purchase agreement between the borrower and
the Lender or lending syndicate (the
Loan Agreement
). Such covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions on dividend payments and other distributions to stockholders,
provisions requiring the borrower to maintain specific minimum financial ratios and limits on total
-25-
debt. In addition, the Loan Agreement may contain a covenant requiring the borrower to prepay the loan with any free cash flow. Free cash flow is generally defined as net cash flow after
scheduled debt service payments and permitted capital expenditures, and includes the proceeds from asset dispositions or sales of securities. A breach of a covenant which is not waived by the Agent, or by the lenders directly, as the case may be, is
normally an event of acceleration; i.e., the Agent, or the lenders directly, as the case may be, has the right to call the outstanding loan. The typical practice of an Agent or a Lender in relying exclusively or primarily on reports from the
borrower may involve a risk of fraud by the borrower. In the case of a loan in the form of a participation, the agreement between the buyer and seller may limit the rights of the holder of a loan to vote on certain changes which may be made to the
Loan Agreement, such as waiving a breach of a covenant.
Administration of Loans.
In certain loans, including participations, the Agent
administers the terms of the Loan Agreement. In such cases, the Agent is normally responsible for the collection of principal and interest payments from the borrower and the apportionment of these payments to the credit of all institutions which are
parties to the Loan Agreement. A Fund will generally rely upon the Agent or an intermediate participant to receive and forward to the Fund its portion of the principal and interest payments on the loan. Furthermore, unless under the terms of a
participation agreement a Fund has direct recourse against the borrower, the Fund will rely on the Agent and the other members of the lending syndicate to use appropriate credit remedies against the borrower. The Agent is typically responsible for
monitoring compliance with covenants contained in the Loan Agreement based upon reports prepared by the borrower. The seller of the loan usually does, but is often not obligated to, notify holders of loans of any failures of compliance. The Agent
may monitor the value of the collateral, if any, and if the value of such collateral declines, may accelerate the loan, may give the borrower an opportunity to provide additional collateral or may seek other protection for the benefit of the
participants in the loan. The Agent is compensated by the borrower for providing these services under a Loan Agreement, and such compensation may include special fees paid upon structuring and funding the loan and other fees paid on a continuing
basis. With respect to loans for which the Agent does not perform such administrative and enforcement functions, the Adviser will perform such tasks on behalf of the Funds, although a collateral bank will typically hold any collateral on behalf of
the Funds and the other lenders pursuant to the applicable Loan Agreement.
A financial institutions appointment as Agent may usually be
terminated in the event that it fails to observe the requisite standard of care or becomes insolvent, enters Federal Deposit Insurance Corporation (
FDIC
) receivership, or, if not FDIC insured, enters into bankruptcy or insolvency
proceedings. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of loans. However, if assets held by the Agent for the benefit of a
Fund were determined to be subject to the claims of the Agents general creditors, a Fund might incur certain costs and delays in realizing payment on a loan, or suffer a loss of principal and/or interest. In situations involving other
intermediate participants similar risks may arise.
Prepayments.
Loans may require, in addition to scheduled payments of interest and
principal, the prepayment of the loan from free cash flow, as defined above. The degree to which borrowers prepay loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial
condition of the borrower and competitive conditions among lenders, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which a Fund derives interest
income will be reduced. However, the Fund may, but will not necessarily, receive both a prepayment penalty fee from the prepaying borrower and a facility fee upon the purchase of a new loan with the proceeds from the prepayment of the former.
Bridge Financings.
Loans may be designed to provide temporary or bridge financing to a borrower pending the sale of
identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. Loans may also be obligations of borrowers who have obtained bridge loans from other parties. A borrowers use of bridge loans involves a
risk that the borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the borrowers perceived creditworthiness or its willingness or ability to repay the bridge loan.
Senior Loans.
Senior floating rate loans may be made to or issued by U.S. or non-U.S. banks or other corporations (
Senior
Loans
). Senior Loans include senior floating rate loans and institutionally traded senior floating rate debt obligations issued by asset-backed pools and other issues, and interests therein. Senior Loan interests may be acquired from U.S.
or foreign commercial banks, insurance companies, finance companies or other financial institutions that have made loans or are members of a lending syndicate or from other holders of loan interests. Senior Loans typically pay interest at rates
which are re-determined periodically on the basis of a floating base lending rate (such as the London Inter-Bank Offered Rate,
LIBOR
) plus a premium. Senior Loans are typically of below investment grade quality. Senior Loans
generally (but not always) hold the most senior position in the capital structure of a borrower and are often secured with collateral.
-26-
From time to time, the Adviser and its affiliates may borrow money from various banks in connection with
their business activities. Such banks may also sell Senior Loans to or acquire them from a Fund or may be intermediate participants with respect to Senior Loans in which the Fund owns interests. Such banks may also act as Agents for Senior Loans
held by a Fund.
To the extent that the collateral, if any, securing a Senior Loan consists of the stock of the borrowers
subsidiaries or other affiliates, a Fund will be subject to the risk that this stock will decline in value. Such a decline, whether as a result of bankruptcy proceedings or otherwise, could cause the Senior Loan to be undercollateralized or
unsecured. In most credit agreements there is no formal requirement to pledge additional collateral. In addition, a Senior Loan may be guaranteed by, or fully secured by assets of, shareholders or owners, even if the Senior Loans are not otherwise
collateralized by assets of the borrower. There may be temporary periods when the principal asset held by a borrower is the stock of a related company, which may not legally be pledged to secure a secured Senior Loan. On occasions when such stock
cannot be pledged, the secured Senior Loan will be temporarily unsecured until the stock can be pledged or is exchanged for or replaced by other assets, which will be pledged as security for such Senior Loan. However, the borrowers ability to
dispose of such securities, other than in connection with such pledge or replacement, will be strictly limited for the protection of the holders of secured Senior Loans.
If a borrower becomes involved in bankruptcy proceedings, a court potentially could invalidate a Funds security interest in any loan collateral or subordinate a Funds rights under a secured
Senior Loan to the interests of the borrowers unsecured creditors. Such action by a court could be based, for example, on a fraudulent conveyance claim to the effect that the borrower did not receive fair consideration for granting
the security interest in the loan collateral to a Fund. For secured Senior Loans made in connection with a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of such loan were not
received or retained by the borrower, but were instead paid to other persons, such as shareholders of the borrower, in an amount which left the borrower insolvent or without sufficient working capital. There are also other events, such as the
failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of a Funds security interest in any loan collateral. If a Funds security interest in loan collateral is
invalidated or a secured Senior Loan is subordinated to other debt of a borrower in bankruptcy or other proceedings, it is unlikely that the Fund would be able to recover the full amount of the principal and interest due on the secured Senior Loan.
Delayed Funding Loans and Revolving Credit Facilities.
Delayed funding loans and revolving credit facilities are
borrowing arrangements in which the lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. A revolving credit facility differs from a delayed funding loan in that as the borrower repays the loan, an
amount equal to the repayment may be borrowed again during the term of the revolving credit facility. Delayed funding loans and revolving credit facilities usually provide for floating or variable rates of interest. These commitments may have the
effect of requiring the Fund to increase its exposure to a company at a time when it might not otherwise be desirable to do so (including a time when the companys financial condition makes it unlikely that such amounts will be repaid or which
the Fund needs to sell other assets to raise cash to satisfy its obligor).
Mortgage Dollar Rolls.
The Funds may
enter into mortgage dollar rolls with a bank or a broker-dealer. A mortgage dollar roll is a transaction in which a Fund sells mortgage-related securities for immediate settlement and simultaneously purchases the same type of securities for forward
settlement at a discount. While a Fund begins accruing interest on the newly purchased securities from the purchase or trade date, it is able to invest the proceeds from the sale of its previously owned securities, which will be used to pay for the
new securities. The use of mortgage dollar rolls is a speculative technique involving leverage, and can have an economic effect similar to borrowing money for investment purposes.
Private Mortgage Pass-Through Securities.
Private mortgage pass-through securities are structured similarly to the Ginnie Mae, Fannie Mae and Freddie Mac mortgage pass-through
securities and are issued by United States and foreign private issuers such as originators of and investors in mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose
subsidiaries of the foregoing. These securities usually are backed by a pool of conventional fixed rate or adjustable rate mortgage loans. Since private mortgage pass-through securities typically are not guaranteed by an entity having the credit
status of Ginnie Mae, Fannie Mae and Freddie Mac, such securities generally are structured with one or more types of credit enhancement.
Mortgage Assets often consist of a pool of assets representing the obligations of a number of different parties. There are usually fewer properties in a
pool of assets backing commercial mortgage-backed securities than in a pool of assets backing residential mortgage-backed securities hence they may be more sensitive to the performance of fewer Mortgage Assets. To lessen the effect of failures by
obligors on underlying assets to make payments, those securities may contain elements of credit support, which fall into two categories: (i) liquidity protection and (ii) protection against losses resulting from ultimate default by an
obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that
-27-
the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses resulting from default ensures ultimate payment of the obligations on at least a portion of
the assets in the pool. This protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination
of such approaches. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets. Delinquencies or losses in excess of those anticipated
could adversely affect the return on an investment in a security.
Stripped Mortgage Securities.
Stripped mortgage
securities may be issued by Federal Agencies, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the
foregoing. Stripped mortgage securities not issued by Federal Agencies will be treated by the Funds as illiquid securities so long as the staff of the SEC maintains its position that such securities are illiquid. Stripped mortgage securities issued
by Federal Agencies generally will be treated by the Funds as liquid securities under procedures adopted by the Funds and approved by the Funds Board.
Stripped mortgage securities usually are structured with two classes that receive different proportions of the interest and principal distribution of a pool of mortgage assets. A common type of stripped
mortgage security will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class
will receive all of the interest (the interest-only or
IO
class), while the other class will receive all of the principal (the principal-only or
PO
class). PO classes generate income through the accretion of the
deep discount at which such securities are purchased, and, while PO classes do not receive periodic payments of interest, they receive monthly payments associated with scheduled amortization and principal prepayment from the mortgage assets
underlying the PO class. The yield to maturity on a PO or an IO class security is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. A slower than expected rate of principal
payments may have an adverse effect on a PO class securitys yield to maturity. If the underlying mortgage assets experience slower than anticipated principal repayment, the Fund may fail to fully recoup its initial investment in these
securities. Conversely, a rapid rate of principal payments may have a material adverse effect on an IO class securitys yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments or principal, the Fund
may fail to fully recoup its initial investment in these securities.
A Fund may purchase stripped mortgage securities for income, or for
hedging purposes to protect the Funds portfolio against interest rate fluctuations. For example, since an IO class will tend to increase in value as interest rates rise, it may be utilized to hedge against a decrease in value of other
fixed-income securities in a rising interest rate environment.
Yankee Dollar Obligations, Eurobonds, Global
Bond.
Certain debt securities purchased by the Funds may take the forms of Yankee dollar obligations, Eurobonds or global bonds. Yankee dollar obligations are U.S. dollar-denominated obligations issued in the U.S. capital markets
by foreign issuers, such as corporations and banks. A Eurobond is a bond issued in a currency other than the currency of the country or market in which it is issued. Global bonds are bonds that can be offered within multiple markets simultaneously.
Unlike Eurobonds, global bonds can be issued in the local currency of the country of issuance.
Collateralized Debt
Obligations.
Collateralized debt obligations (
CDOs
) include, among other things, collateralized bond obligations (
CBOs
), collateralized loan obligations (
CLOs
) and other
similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is 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 and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge
management fees and administrative expenses. For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the equity tranche which bears
the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO trust
or CLO trust typically has higher ratings and lower yields than the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO 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 CBO or CLO securities as a class. The risks of an investment in a CDO depend largely on
the type of the collateral securities and the class of the CDO in which the Funds invest. Normally, CBOs, 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 characterized by a Fund as illiquid securities; however, an active dealer market, or other relevant measures of liquidity, may exist for CDOs allowing a CDO potentially to be deemed liquid by the Adviser under liquidity policies approved by the
Board. 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 securities
will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default;
-28-
(iii) the possibility that a Fund may invest in CDOs that are subordinate to other classes; 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.
Consistent with a Funds investment objective and
policies, the Adviser may also cause the Fund to invest in other types of mortgage- and asset-backed securities offered currently or in the future, including certain yet-to-be-developed types of mortgage- and asset-backed securities which may be
created as the market evolves.
Foreign Currency Transactions.
A Fund may engage in currency exchange transactions to
protect against uncertainty in the level of future foreign currency exchange rates and to increase current return. There can be no assurance that appropriate foreign currency transactions will be available for a Fund at any time or that the Fund
will enter into such transactions at any time or under any circumstances even if appropriate transactions are available to it.
Each Fund may
engage in both transaction hedging and position hedging. When it engages in transaction hedging, the Fund enters into foreign currency transactions with respect to specific receivables or payables of a Fund generally arising in connection with the
purchase or sale of its portfolio securities. Each Fund may engage in transaction hedging when it desires to lock in the U.S. dollar price of a security it has agreed to purchase or sell, or the U.S. dollar equivalent of a dividend or interest
payment in a foreign currency. By transaction hedging, a Fund may attempt to protect against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the applicable foreign currency during the period between
the date on which the security is purchased or sold or on which the dividend or interest payment is declared, and the date on which such payments are made or received.
Each Fund may purchase or sell a foreign currency on a spot (
i.e.
, cash) basis at the prevailing spot rate in connection with transaction hedging. Each Fund may also enter into contracts to
purchase or sell foreign currencies at a future date (
forward contracts
) and purchase and sell foreign currency futures contracts.
For transaction hedging purposes, each Fund may also purchase exchange-listed and over-the-counter call and put options on foreign currency futures contracts and on foreign currencies. A put option on a
futures contract gives a Fund the right to assume a short position in the futures contract until expiration of the option. A put option on currency gives a Fund the right to sell a currency at a specified exercise price until the expiration of the
option. A call option on a futures contract gives a Fund the right to assume a long position in the futures contract until the expiration of the option. A call option on currency gives a Fund the right to purchase a currency at the exercise price
until the expiration of the option. Each Fund will engage in over-the-counter transactions only when appropriate exchange-traded transactions are unavailable and when, in the opinion of the Adviser, the pricing mechanism and liquidity are
satisfactory and the participants are responsible parties likely to meet their contractual obligations.
When it engages in position hedging,
a Fund enters into foreign currency exchange transactions to protect against a decline in the values of the foreign currencies in which securities held by a Fund are denominated or are quoted in their principle trading markets or an increase in the
value of currency for securities which a Fund expects to purchase. In connection with position hedging, a Fund may purchase put or call options on foreign currency and foreign currency futures contracts and buy or sell forward contracts and foreign
currency futures contracts. Each Fund may also purchase or sell foreign currency on a spot basis.
The precise matching of the amounts of
foreign currency exchange transactions and the value of the portfolio securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the values
of those securities between the dates the currency exchange transactions are entered into and the dates they mature.
It is impossible to
forecast with precision the market value of a Funds portfolio securities at the expiration or maturity of a forward or futures contract. Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot market
(and bear the expense of such purchase) if the market value of the security or securities being hedged is less than the amount of foreign currency a Fund is obligated to deliver and if a decision is made to sell the security or securities and make
delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security or securities of a Fund if the market value of such security or securities
exceeds the amount of foreign currency a Fund is obligated to deliver. To offset some of the costs of hedging against fluctuations in currency exchange rates, a Fund may write covered call options on those currencies.
Transaction and position hedging do not eliminate fluctuations in the underlying prices of the securities that a Fund owns or intends to purchase or
sell. They simply establish a rate of exchange that one can achieve at some future point in time. Additionally, although these techniques tend to minimize the risk of loss due to a decline in the value of the hedged currency, they tend to limit any
potential gain which might result from the increase in the value of such currency.
-29-
Each Fund may also seek to increase its current return by purchasing and selling foreign currency on a spot
basis, by purchasing and selling futures contracts on foreign currencies and options on foreign currencies and on foreign currency futures contracts, and by purchasing and selling foreign currency forward contracts.
The value of any currency, including U.S. dollars and foreign currencies, may be affected by complex political, social, and economic factors applicable
to the issuing country. In addition, the exchange rates of foreign currencies (and therefore the values of foreign currency options, forward contracts, and futures contracts) may be affected significantly, fixed, or supported directly or indirectly
by U.S. and foreign government actions. Government intervention may increase risks involved in purchasing or selling foreign currency options, forward contracts, and futures contracts, since exchange rates may not be free to fluctuate in response to
other market forces. Foreign governmental restrictions or taxes could result in adverse changes in the cost of acquiring or disposing of foreign currencies.
Currency Forward and Futures Contracts
. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any
fixed number of days from the date of the contract as agreed by the parties, at a price set at the time of the contract. In the case of a cancelable forward contract, the holder has the unilateral right to cancel the contract at maturity by paying a
specified fee. The contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged
at any stage for trades. A foreign currency futures contract is a standardized contract for the future delivery of a specified amount of a foreign currency at a future date at a price set at the time of the contract. Foreign currency futures
contracts traded in the United States are designed by and traded on exchanges regulated by the CFTC, such as the New York Mercantile Exchange.
A Fund may enter into foreign currency forward contracts in order to protect against the risk that the U.S. dollar value of the Funds dividends,
interest, net realized capital gains, sales proceeds or investments denominated in foreign currency will decline, including to the extent of any devaluation of the currency during the intervals between (a) (i) the time the Fund becomes
entitled to receive or receives dividends, interest, net realized capital gains or sales proceeds or (ii) the time an investor gives notice of a requested redemption of a certain amount and (b) the time such amount(s) are converted into
U.S. dollars for remittance out of the particular country or countries.
Forward foreign currency exchange contracts differ from foreign
currency futures contracts in certain respects. For example, the maturity date of a forward contract may be any fixed number of days from the date of the contract agreed upon by the parties, rather than a predetermined date in a given month. Forward
contracts may be in any amounts agreed upon by the parties rather than predetermined amounts. Also, forward foreign exchange contracts are traded directly between currency traders so that no intermediary is required. A forward contract generally
requires no margin or other deposit.
At the maturity of a forward or futures contract, a Fund may either accept or make delivery of the
currency specified in the contract, or at or prior to maturity enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are usually effected with the currency
trader who is a party to the original forward contract. Closing transactions with respect to futures contracts are effected on a commodities exchange; a clearing corporation associated with the exchange assumes responsibility for closing out such
contracts.
Positions in foreign currency futures contracts and related options may be closed out only on an exchange or board of trade which
provides a secondary market in such contracts or options. Although a Fund will normally purchase or sell foreign currency futures contracts and related options only on exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a secondary market on an exchange or board of trade will exist for any particular contract or option or at any particular time. In such event, it may not be possible to close a futures or related option position
and, in the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin on its futures positions.
Foreign Currency Options
. Options on foreign currencies operate similarly to options on securities, and are traded primarily in the over-the-counter market, although options on foreign
currencies have recently been listed on several exchanges. Such options will be purchased or written only when the Adviser believes that a liquid secondary market exists for such options. There can be no assurance that a liquid secondary market will
exist for a particular option at any specific time. Options on foreign currencies are affected by all of those factors which influence exchange rates and investments generally.
-30-
The value of a foreign currency option is dependent upon the value of the foreign currency and the U.S.
dollar, and may have no relationship to the investment merits of a foreign security. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the use of foreign
currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than for round lots.
There is no systematic reporting of last-sale information for foreign currencies and there is no regulatory requirement that quotations
available through dealers or other market sources be firm or revised on a timely basis. Available quotation information is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller
transactions (less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. options markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in the underlying markets that cannot be reflected in the U.S. options markets.
Foreign Currency Conversion
. Although foreign exchange dealers do not charge a fee for currency conversion, they do realize a profit based on the difference (the
spread
) between prices at which they buy and sell various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer.
Foreign Investments and Related Risks.
A Fund may invest in securities issued by a foreign
issuer or by an issuer with significant revenue or other exposure to foreign markets. There may be less information publicly available about a foreign market, issuer, or security than about U.S. markets or a U.S. issuer or security, and foreign
issuers may not be subject to accounting, auditing and financial reporting standards and practices comparable to those in the United States. In addition, there may be less (or less effective) regulation of exchanges, brokers and listed companies in
some foreign countries. The securities of some foreign issuers are less liquid and at times more volatile than securities of comparable U.S. issuers. Foreign brokerage commissions, custodial expenses and other fees are also generally higher than in
the United States.
Foreign settlement procedures and trade regulations may be more complex and involve certain risks (such as delay in
payment or delivery of securities or in the recovery of a Funds assets held abroad) and expenses not present in the settlement of investments in U.S. markets. For example, settlement of transactions involving foreign securities or foreign
currencies (see below) may occur within a foreign country, and a Fund may accept or make delivery of the underlying securities or currency in conformity with any applicable U.S. or foreign restrictions or regulations, and may pay fees, taxes or
charges associated with such delivery. Such investments may also involve the risk that an entity involved in the settlement may not meet its obligations.
In addition, foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of currency exchange controls, foreign withholding taxes or restrictions on the
repatriation of foreign currency, confiscatory taxation, political, social or financial instability and diplomatic developments which could affect the value of a Funds investments in certain foreign countries. Dividends or interest on, or
proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply.
Legal remedies available to investors in certain foreign countries may be more limited than those available with respect to investments in the United
States or in other foreign countries. The laws of some foreign countries may limit a Funds ability to invest in securities of certain issuers organized under the laws of those foreign countries.
The risks described above, including the risks of nationalization or expropriation of assets, typically are increased in connection with investments in
developing countries, also known as emerging markets. For example, political and economic structures in these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability
characteristic of more developed countries. Certain of these countries have in the past failed to recognize private property rights and have at times nationalized and expropriated the assets of private companies. High rates of inflation or currency
devaluations may adversely affect the economies and securities markets of such countries. Investments in emerging markets may be considered speculative.
Foreign securities are normally denominated and traded in foreign currencies. As a result, the value of a Funds foreign investments and the value of its shares may be affected favorably or
unfavorably by changes in currency exchange rates relative to the U.S. dollar. In addition, each Fund is required to compute and distribute its income in U.S. dollars. Therefore, if the exchange rate for a foreign currency declines after a
Funds income has been earned and translated into U.S. dollars (but before payment), a Fund could be required to liquidate portfolio securities to make such distributions. Similarly, if an exchange rate declines between the time a Fund incurs
expenses in U.S. dollars and the time such expenses are paid, the amount of such currency required to be converted into U.S. dollars in order to pay such expenses in U.S. dollars will be greater than the equivalent amount in any such currency of
such expenses at the time they were incurred.
-31-
As the European debt crisis has progressed, the possibility of one or more Eurozone countries exiting
the European Monetary Union (the
EMU
), or even the collapse of the euro as a common currency, has persisted, creating significant volatility at times in currency and financial markets generally. Any partial or complete dissolution
of the EMU could have significant adverse effects on currency and financial markets, and on the values of a Funds portfolio investments. If one or more EMU countries were to stop using the euro as its primary currency, a 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 Funds 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. A 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.
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.
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 a 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.
American Depositary Receipts (
ADRs
) as well as other hybrid forms of ADRs, including European Depositary Receipts
(
EDRs
) and Global Depositary Receipts (
GDRs
), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depositary banks and generally trade on an established market
in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution in the issuers home country. The depositary bank may not have physical custody of the underlying securities at all
times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs
continue to be subject to many of the risks associated with investing in foreign securities.
Certain of the foregoing risks may also
apply to some extent to securities of U.S. issuers that are denominated in foreign currencies or that are traded in foreign markets, or securities of U.S. issuers having significant foreign operations or other exposure to foreign markets.
Forward Commitments and Dollar Rolls.
A Fund may enter into contracts to purchase securities for a fixed price at a
future date beyond customary settlement time (
forward commitments
) if a Fund sets aside on its books liquid assets in an amount sufficient to meet the purchase price, or if a Fund enters into offsetting contracts for the forward
sale of other securities it owns. In the case of to-be-announced (
TBA
) purchase commitments, the unit price and the estimated principal amount are established when the Fund enters into a contract, with the actual principal amount
being within a specified range of the estimate. Forward commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition
to the risk of decline in the value of a Funds other assets. Where such purchases are made through dealers, a Fund relies on the dealer to consummate the sale. The dealers failure to do so may result in the loss to the Fund of an
advantageous yield or price. Although a Fund will generally enter into forward commitments with the intention of acquiring securities for its portfolio or for delivery pursuant to options contracts it has entered into, a Fund may dispose of a
commitment prior to settlement if the Adviser deems it appropriate to do so. A Fund may realize short-term profits or losses upon the sale of forward commitments.
A Fund may enter into TBA sale commitments to hedge its portfolio positions or to sell securities it owns under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the
contractual settlement date. Unsettled TBA sale commitments are valued at current market value of the underlying securities. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Fund realizes a gain
or loss on the commitment without regard to any unrealized gain or loss on the underlying security. If a Fund delivers securities under the commitment, the Fund realizes a gain or loss from the sale of the securities based upon the unit price
established at the date the commitment was entered into.
-32-
A Fund may enter into dollar roll transactions (generally using TBAs) in which it sells a fixed income
security for delivery in the current month and simultaneously contracts to purchase similar securities (for example, same type, coupon and maturity) at an agreed upon future time. By engaging in a dollar roll transaction, a Fund foregoes principal
and interest paid on the security that is sold, but receives the difference between the current sales price and the forward price for the future purchase. A Fund would also be able to earn interest on the proceeds of the sale before they are
reinvested. A Fund accounts for dollar rolls as purchases and sales. Dollar rolls may be used to create investment leverage and may increase the Funds risk and volatility.
The obligation to purchase securities on a specified future date involves the risk that the market value of the securities that a Fund is obligated to purchase may decline below the purchase price. In
addition, in the event the other party to the transaction files for bankruptcy, becomes insolvent or defaults on its obligation, a Fund may be adversely affected.
Hybrid Securities.
A Fund may acquire hybrid securities. A third party or Adviser may create a hybrid security by combining an income-producing debt security (
income
producing component
) and the right to receive payment based on the change in the price of an equity security (
equity component
). The income-producing component is achieved by investing in non-convertible,
income-producing securities such as bonds, preferred stocks and money market instruments, which may be represented by derivative instruments. The equity component is achieved by investing in securities or instruments such as cash-settled warrants or
options to receive a payment based on whether the price of a common stock surpasses a certain exercise price, or options on a stock index. A hybrid security comprises two or more separate securities, each with its own market value. Therefore, the
market value of a hybrid security is the sum of the values of its income-producing component and its equity component.
A holder of a hybrid
security faces the risk of a decline in the price of the security or the level of the index involved in the equity component, causing a decline in the value of the security or instrument, such as a call option or warrant, purchased to create the
hybrid security. The equity component has risks typical to a purchased call option. Should the price of the stock fall below the exercise price and remain there throughout the exercise period, the entire amount paid for the call option or warrant
would be lost. Because a hybrid security includes the income-producing component as well, the holder of a hybrid security also faces risks typical to all debt securities.
Sovereign Debt Obligations.
A Fund may invest in sovereign debt, including of emerging market countries. Investors should be aware that the sovereign debt instruments in which
each of these Funds may invest may involve great risk and may be deemed to be the equivalent in terms of quality to securities rated below investment grade by Moodys and S&P.
Sovereign debt may be issued by foreign developed and emerging market governments and their respective sub-divisions, agencies or instrumentalities, government sponsored enterprises and supranational
government entities. Supranational entities include international organizations that are organized or supported by one or more government entities to promote economic reconstruction or development and by international banking institutions and
related governmental agencies. Investment in sovereign debt can involve a high degree of risk. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in
accordance with the terms of the debt. A governmental entitys willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves,
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 governmental entitys policy toward the International Monetary Fund, and the political
constraints to which a governmental entity may be subject. Governmental entities also may depend on expected disbursements from foreign governments, multilateral agencies and others 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 governmental entitys 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
governmental entity, which may further impair such debtors ability or willingness to service its debts in a timely manner. Consequently, governmental entities may decide to default on their sovereign debt in whole or in part. Holders of
sovereign debt (including a Fund) may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. There is no known bankruptcy proceeding by which sovereign debt on which governmental entities
have defaulted may be collected in whole or in part.
A Funds investments in foreign currency denominated debt obligations and
hedging activities will likely produce a difference between its book income and its taxable income. This difference may cause a portion of that Funds income distributions to constitute returns of capital for tax purposes or require the Fund to
make distributions exceeding book income to qualify as a RIC for federal tax purposes. See Distributions and Taxes below.
-33-
In recent years, some of the countries in which a Fund may invest have encountered difficulties in servicing
their sovereign debt. Some of these countries have withheld payments of interest and/or principal of sovereign debt. These difficulties have also led to agreements to restructure external debt obligations; in particular, commercial bank loans,
typically by rescheduling principal payments, reducing interest rates and extending new credits to finance interest payments on existing debt. In the future, holders of sovereign debt may be requested to participate in similar rescheduling of such
debt.
The ability or willingness of foreign governments to make timely payments on their sovereign debt is likely to be influenced strongly
by a countrys balance of trade and its access to trade and other international credits. A country whose exports are concentrated in a few commodities could be vulnerable to a decline in the international prices of one or more of such
commodities. Increased protectionism on the part of a countrys trading partners could also adversely affect its exports. Such events could extinguish a countrys trade account surplus, if any. To the extent that a country receives payment
for its exports in currencies other than hard currencies, its ability to make hard currency payments could be affected.
The occurrence of
political, social, economic and diplomatic changes in one or more of the countries issuing sovereign debt could adversely affect the Funds investments. The countries issuing such instruments are faced with social and political issues and some
of them have experienced high rates of inflation in recent years and have extensive internal debt. Among other effects, high inflation and internal debt service requirements may adversely affect the cost and availability of future domestic sovereign
borrowing to finance governmental programs, and may have other adverse social, political and economic consequences. Political changes or a deterioration of a countrys domestic economy or balance of trade may affect the willingness of countries
to services their sovereign debt. There can be no assurance that adverse political changes will not cause the Funds to suffer a loss of interest or principal on any of its holdings.
As a result of all of the foregoing, a government obligor may default on its obligations. If such an event occurs, a Fund may have limited 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. Bankruptcy,
moratorium and other similar laws applicable to issuers of sovereign debt obligations may be substantially different from those applicable to issuers of private debt obligations. In addition, no assurance can be given that the holders of commercial
bank debt will not contest payments to the holders of other foreign government debt obligations in the event of default under their commercial bank loan agreements.
Periods of economic uncertainty may result in the volatility of market prices of sovereign debt and in turn, the Funds net asset values, to a greater extent than the volatility inherent in domestic
securities. The value of sovereign debt will likely vary inversely with changes in prevailing interest rates, which are subject to considerable variance in the international market.
Commodities.
A Fund may invest directly or indirectly in commodities (such as precious metals or natural gas). Commodity prices can be more volatile than prices of other
types of investments and can be affected by a wide range of factors, including changes in overall market movements, speculative investors, real or perceived inflationary trends, commodity index volatility, changes in interest rates or currency
exchange rates, population growth and changing demographics, nationalization, expropriation, or other confiscation, international or local regulatory, political, and economic developments (for example, regime changes and changes in economic activity
levels), and developments affecting a particular industry or commodity, such as drought, floods, or other weather conditions, livestock disease, trade embargoes, competition from substitute products, transportation bottlenecks or shortages,
fluctuations in supply and demand, and tariffs.
A Fund may also directly or indirectly use commodity-related derivatives. The values of these
derivatives may fluctuate more than the relevant underlying commodity or commodities or commodity index. The requirements for qualification as a RIC can limit the manner in or extent to which a Fund may enter into certain commodity-related
derivatives, such as commodities futures contracts discussed above. See Distributions and Taxes below.
Convertible
Securities.
A 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. A Fund may invest in convertible bonds and debentures of any credit quality and maturity.
The market value of a convertible security is a function of its investment value and its conversion value. A 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
-34-
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.
If the conversion value of a convertible security is significantly below its investment value, the convertible security
generally trades like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. Conversely, if the conversion value of a convertible security is near or
above its investment value, the market value of the convertible security is typically more heavily influenced by fluctuations in the market price of the underlying security. Convertible securities generally have less potential for gain than common
stocks.
A Funds investments in convertible securities may at times include securities that have a mandatory conversion feature,
pursuant to which the securities convert automatically into common stock or other equity securities at a specified date and a specified conversion ratio, or that are convertible at the option of the issuer. Because conversion of the security is not
at the option of the holder, the Fund may be required to convert the security into the underlying common stock even at times when to do so is not in the best interests of the shareholders.
A Funds investments in convertible securities, particularly securities that are convertible into securities of an issuer other than the issuer of the convertible security, may be illiquid, in which
case the Fund may not be able to dispose of such securities in a timely fashion or for a fair price, which could result in losses to the Fund.
Exchange-Traded Notes (ETNs).
A Fund may invest in ETNs. ETNs have many features of senior, unsecured, unsubordinated debt securities. Their returns are linked to the
performance of a particular asset, such as a market index, less applicable fees and expenses. ETNs are listed on an exchange and traded in the secondary market. A Fund may hold the ETN until maturity, at which time the issuer is obligated to pay a
return linked to the performance of the relevant asset. ETNs do not typically make periodic interest payments and principal is not protected.
The market value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand of the ETN, volatility and lack of
liquidity in the underlying assets, changes in the applicable interest rates, the current performance of the asset to which the ETN is linked, and the credit rating of the ETN issuer. The market value of an ETN may differ from the performance of the
applicable asset and there may be times when an ETN trades at a premium or discount to the underlying assets value. This difference in price may be due to the fact that the supply and demand in the market for ETNs at any point in time is not
always identical to the supply and demand in the market for the assets on which the ETNs return is based. A change in the issuers credit rating may also affect the value of an ETN despite the underlying asset remaining unchanged. ETNs
are also subject to tax risk. For tax purposes, no assurance can be given that the Internal Revenue Service (
IRS
) will accept, or a court will uphold, how the Fund characterizes and treats ETNs or amounts realized thereon;
further, the requirements for qualification as a RIC may limit the extent to which a Fund may invest in certain ETNs. See Distributions and Taxes below.
An ETN that is tied to a specific market index may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable
market index. ETNs also incur certain expenses not incurred by their applicable market index, and the Fund would bear a proportionate share of any fees and expenses borne by the ETN in which it invests.
The Funds decision to sell its ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on
an exchange, the issuer may not be required to maintain the listing and there can be no assurance that a secondary market will exist for an ETN. Some ETNs that use leverage in an effort to amplify the returns of an underlying market index can, at
times, be relatively illiquid and may therefore be difficult to purchase or sell at a fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which losses can be realized also are greater.
ETNs are generally similar to structured investments and hybrid instruments. For discussion of these investments and the risks generally
associated with them, see Hybrid Securities and Structured Investments in this Statement of Additional Information.
Floating Rate and Variable Rate Demand Notes.
A Fund may purchase taxable or tax-exempt floating rate and variable rate demand
notes for short-term cash management or other investment purposes. Floating rate and variable rate demand notes and bonds may have a stated maturity in excess of one year, but may have features that permit a holder to demand payment of principal
plus accrued interest upon a specified number of days notice. Frequently, such obligations are secured by letters of credit or other credit support arrangements provided by banks. The issuer has a corresponding right, after a given period, to prepay
in its discretion the outstanding
-35-
principal of the obligation plus accrued interest upon a specific number of days notice to the holders. The interest rate of a floating rate instrument may be based on a known lending rate, such
as a banks prime rate, and is reset whenever such rate is adjusted. The interest rate on a variable rate demand note is reset at specified intervals at a market rate.
Inflation-Protected Securities.
A Fund may invest in U.S. Treasury Inflation Protected Securities (
U.S. TIPS
), which are fixed income securities issued by the
U.S. Department of Treasury, the principal amounts of which are adjusted daily based upon changes in the rate of inflation. A Fund may also invest in other inflation-protected securities issued by non-U.S. governments or by private issuers. U.S.
TIPS pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. The interest rate on these bonds is fixed at issuance, but over the life of the bond this interest may be paid on an increasing or
decreasing principal value that has been adjusted for inflation.
Repayment of the original bond principal upon maturity (as adjusted for
inflation) is guaranteed for U.S. TIPS, even during a period of deflation. However, because the principal amount of U.S. TIPS would be adjusted downward during a period of deflation, a Fund will be subject to deflation risk with respect to its
investments in these securities. In addition, the current market value of the bonds is not guaranteed, and will fluctuate. If a Fund purchases in the secondary market U.S. TIPS whose principal values have been adjusted upward due to inflation since
issuance, the Fund may experience a loss if there is a subsequent period of deflation. A Fund may also invest in other inflation-related bonds which may or may not provide a guarantee of principal. If a guarantee of principal is not provided, the
adjusted principal value of the bond repaid at maturity may be less than the original principal amount.
The periodic adjustment of U.S. TIPS
is currently tied to the CPI-U, which is calculated by the U.S. Department of Treasury. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-protected bonds
issued by a non-U.S. government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can no assurance that the CPI-U or any non-U.S. inflation index will accurately measure the real rate of inflation
in the prices of goods and services. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not
reflected in the bonds inflation measure. In addition, there can be no assurance that the rate of inflation in a non-U.S. country will be correlated to the rate of inflation in the United States.
In general, the value of inflation-protected bonds is expected to fluctuate in response to changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-protected
bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-protected bonds. If inflation is lower than expected during the period the Fund
holds the security, the Fund may earn less on the security than on a conventional bond. Any increase in principal value is taxable in the year the increase occurs, even though holders do not receive cash representing the increase at that time. As a
result, if a Fund invests in inflation-protected securities, it could be required at times to liquidate other investments, including when it is not advantageous to do so, in order to satisfy its distribution requirements as a RIC and to eliminate
any fund-level income tax liability under the Code.
Infrastructure Investments.
A Fund may invest in securities and
other obligations of U.S. and non-U.S. issuers providing exposure to infrastructure investment. Infrastructure investments may be related to physical structures and networks that provide necessary services to society, such as transportation and
communications networks, water and energy utilities, and public service facilities. Securities, instruments and obligations of infrastructure-related companies and projects are more susceptible to adverse economic or regulatory occurrences affecting
their industries. Infrastructure companies may be subject to a variety of factors that may adversely affect their business or operations, including high interest costs in connection with capital construction programs, high leverage, costs associated
with environmental and other regulations, the effects of economic slowdown, surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy
conservation policies and other factors. Infrastructure companies and projects also may be affected by or subject to (i) regulation by various government authorities, including rate regulation; (ii) service interruption due to
environmental, operational or other mishaps; (iii) the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards; and (iv) general changes in market sentiment towards infrastructure and utilities
assets.
Initial Public Offerings.
A Fund may purchase debt or equity securities in initial public offerings
(
IPOs
). These securities, which are often issued by unseasoned companies, may be subject to many of the same risks of investing in companies with smaller market capitalizations. Securities issued in IPOs have no trading history,
and information about the companies may be available for very limited periods. Securities issued in an IPO frequently are very volatile in price, and the Fund may hold securities purchased in an IPO for a very short period of time. As a result, the
Funds investments in IPOs may increase portfolio turnover, which increases brokerage and administrative costs and may result in taxable distributions to shareholders.
-36-
At any particular time or from time to time the Fund may not be able to invest in securities issued in
IPOs, or invest to the extent desired because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available to the Fund. In addition, under certain market conditions a relatively small number of
companies may issue securities in IPOs. Similarly, as the number of funds advised by the Adviser to which IPO securities are allocated increases, the number of securities issued to any one fund may decrease. The investment performance of the Fund
during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the Fund is able to do so. In addition, as the Fund increases in size, the impact of IPOs on the Funds performance will generally
decrease. There can be no assurance that investments in IPOs will be available to the Funds or improve the Funds performance.
Municipal Bonds.
Municipal bonds are investments of any maturity issued by states, public authorities or political subdivisions
to raise money for public purposes; they include, for example, general obligations of a state or other government entity supported by its taxing powers to acquire and construct public facilities, or to provide temporary financing in anticipation of
the receipt of taxes and other revenue. They also include obligations of states, public authorities or political subdivisions to finance privately owned or operated facilities or public facilities financed solely by enterprise revenues. Changes in
law or adverse determinations by the IRS or a state tax authority could cause the income from some of these obligations to become taxable.
Short-term municipal bonds are generally issued by state and local governments and public authorities as interim financing in anticipation of tax
collections, revenue receipts or bond sales to finance such public purposes.
Certain types of private activity bonds may be issued by public
authorities to finance projects such as privately operated housing facilities; certain local facilities for supplying water, gas or electricity; sewage or solid waste disposal facilities; student loans; or public or private institutions for the
construction of educational, hospital, housing and other facilities. Such obligations are included within the term municipal bonds if the interest paid thereon is, in the opinion of bond counsel, exempt from federal income tax and state personal
income tax (such interest may, however, be subject to federal alternative minimum tax). Other types of private activity bonds, the proceeds of which are used for the construction, repair or improvement of, or to obtain equipment for, privately
operated industrial or commercial facilities, may also constitute municipal bonds, although current federal tax laws place substantial limitations on the size of such issues.
The Funds do not expect to qualify to pass through to shareholders the tax-exempt character of interest on municipal bonds.
Participation interests
. A Fund may invest in municipal bonds either by purchasing them directly or by purchasing certificates of accrual or similar instruments evidencing direct
ownership of interest payments or principal payments, or both, on municipal bonds, provided that, in the opinion of counsel, any discount accruing on a certificate or instrument that is purchased at a yield not greater than the coupon rate of
interest on the related municipal bonds will be exempt from federal income tax to the same extent as interest on the municipal bonds. A Fund may also invest in municipal bonds by purchasing from banks participation interests in all or part of
specific holdings of municipal bonds. These participations may be backed in whole or in part by an irrevocable letter of credit or guarantee of the selling bank. The selling bank may receive a fee from a Fund in connection with the arrangement.
Stand-by commitments
. If a Fund purchases municipal bonds, it has the authority to acquire stand-by commitments from banks
and broker-dealers with respect to those municipal bonds. A stand-by commitment may be considered a security independent of the municipal bond to which it relates. The amount payable by a bank or dealer during the time a stand-by commitment is
exercisable, absent unusual circumstances, would be substantially the same as the market value of the underlying municipal bond to a third party at any time. It is expected that stand-by commitments generally will be available without the payment of
direct or indirect consideration.
Yields
. The yields on municipal bonds depend on a variety of factors, including general
money market conditions, effective marginal tax rates, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation and the rating of the issue. The ratings
assigned by NRSROs represent their opinions as to the credit quality of the municipal bonds that they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, municipal
bonds with the same maturity and interest rate but with different ratings may have the same yield. Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general movement of interest rates
and may be due to such factors as changes in the overall demand or supply of various types of municipal bonds or changes in the investment objectives of investors. Subsequent to purchase by a Fund, an issue of municipal bonds or other investments
may cease to be rated, or its rating may be reduced below the minimum rating required for purchase by the Fund. Neither event will require the elimination of an investment from the Funds portfolio, but the Adviser will consider such an event
in its determination of whether the Fund should continue to hold an investment in its portfolio.
-37-
Moral obligation bonds
. The Funds may invest in so-called moral obligation bonds, where
repayment is backed by a moral commitment of an entity other than the issuer, if the credit of the issuer itself, without regard to the moral obligation, meets the investment criteria established for investments by the relevant Fund.
Municipal leases
. A Fund may acquire participations in lease obligations or installment purchase contract obligations (collectively,
lease obligations
) of municipal authorities or entities. Lease obligations do not constitute general obligations of the municipality for which the municipalitys taxing power is pledged. Certain of these lease obligations
contain non-appropriation clauses, which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. In the case of a
non-appropriation lease, a Funds ability to recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property, and in any event, foreclosure of that property might prove
difficult.
Additional risks
. Securities in which a Fund may invest, including municipal bonds, are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the federal Bankruptcy Code (including special provisions related to municipalities and other public entities), and laws, if any, that may be
enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. There is also the possibility that, as a result of litigation or other
conditions, the power, ability or willingness of issuers to meet their obligations for the payment of interest and principal on their municipal bonds may be materially affected or their obligations may be found to be invalid or unenforceable. Such
litigation or conditions may from time to time have the effect of introducing uncertainties in the market for municipal bonds or certain segments thereof, or of materially affecting the credit risk with respect to particular bonds. Adverse economic,
business, legal or political developments might affect all or a substantial portion of a Funds municipal bonds in the same manner.
From
time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on debt obligations issued by states and their political subdivisions. Federal tax laws limit
the types and amounts of tax-exempt bonds issuable for certain purposes, especially industrial development bonds and private activity bonds. Such limits may affect the future supply and yields of these types of municipal bonds. Further proposals
limiting the issuance of municipal bonds may well be introduced in the future.
Private Investment Vehicles.
A Fund
may also invest in private investment funds, pools, vehicles, or other structures such as, without limitation, hedge funds, private equity funds or other pooled investment vehicles, which may take the form of corporations, partnerships, trusts,
limited partnerships, limited liability companies, or any other form of business organization (collectively,
private funds
), including those sponsored or advised by the Adviser or its affiliates. Private funds may utilize leverage
without limit and, to the extent a Fund invests in private funds that utilize leverage, the Fund will indirectly be exposed to the risks associated with that leverage and the values of its shares may be more volatile as a result. If a private fund
in which a Fund invests is not publicly offered or there is no public market for its shares, the Fund may be prohibited by the terms of its investment from selling its shares in the private fund, or may not be able to find a buyer for those shares
at an acceptable price. Securities issued by private funds are generally issued in private placements and are restricted securities. An investment in a private fund may be highly volatile and difficult to value. A Fund would bear its pro rata share
of the expenses of any private fund in which it invests. See Private Placement and Restricted Securities below.
An investment
in private funds sponsored or advised by the Adviser or its affiliates presents certain conflicts of interest. Private funds may pay the Adviser (or its affiliates) different levels of fees, each based on the amount of assets invested in them.
Accordingly, the Adviser or its affiliates may earn fees if the Adviser invests a Funds assets in private funds that pay fees to the Adviser or its affiliates, and may earn more in payments if a Funds assets are allocated to those
private funds paying fees at the highest rates. This provides the Adviser an incentive to allocate a Funds assets into those private funds that pay the highest rate of fees to the Adviser and its affiliates; however, the Adviser has a duty to
disregard that incentive and allocate a Funds assets based on the best interest of
a
Fund.
Private Placement and
Restricted Securities.
A Fund may invest in securities that are purchased in private placements and, accordingly, are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be
relatively few potential purchasers for such investments, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult to sell such securities
when the Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held. At times, it may also be more difficult to determine the fair value of such securities for
purposes of computing a Funds net asset value.
-38-
While such private placements may offer attractive opportunities for investment not otherwise available on
the open market, the securities so purchased are often restricted securities,
i.e.
, securities which cannot be sold to the public without registration under the Securities Act or the availability of an exemption from registration (such as
Rules 144 or 144A), or which are not readily marketable because they are subject to other legal or contractual delays in or restrictions on resale.
The absence of a trading market can make it difficult to ascertain a market value for illiquid investments. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and
it may be difficult or impossible for a Fund to sell them promptly at an acceptable price. A Fund may have to bear the extra expense of registering such securities for resale and the risk of substantial delay in effecting such registration. In
addition, market quotations are less readily available. The judgment of the Adviser may at times play a greater role in valuing these securities than in the case of publicly traded securities.
Generally speaking, restricted securities may be sold only to qualified institutional buyers, or in a privately negotiated transaction to a limited
number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration, or in a public offering for which a registration statement is in effect
under the Securities Act. A Fund may be deemed to be an underwriter for purposes of the Securities Act when selling restricted securities to the public, and in such event the Fund may be liable to purchasers of such securities if the registration
statement prepared by the issuer, or the Prospectuses forming a part of it, is materially inaccurate or misleading.
Real Estate
Investment Trusts (
REITs
).
A 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
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 invest primarily in direct fee ownership
or leasehold ownership of real property and derive most of their income from rents. 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. Equity REITs are generally affected by changes in the values of and incomes from the properties they own, while 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 securities. Along with the risks common to different types of real estate-related securities, REITs, no matter the type, involve additional risk factors. These include poor performance by the REITs manager, adverse changes to
the tax laws, and the possible failure by the REIT to qualify for tax-free distribution of income or exemption under the 1940 Act. Furthermore, REITs are not diversified and are heavily dependent on cash flow.
A 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 or may require the Fund to accrue and distribute income not yet received. In addition, distributions attributable to REITs made by a Fund to Fund shareholders will not qualify for the corporate dividends-received deduction, or,
generally, for treatment as qualified dividend income.
Redeemable Securities.
Certain securities held by a Fund may
permit the issuer at its option to call or redeem its securities. If an issuer were to redeem securities held by a Fund during a time of declining interest rates, the Fund may not be able to reinvest the proceeds in securities providing the same
investment return as the securities redeemed.
Short Sales.
Short sales are transactions in which a Fund sells a
security it does not own, in anticipation of a decline in the market value of that security. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed
by purchasing it at the market price at or prior to the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to repay the
lender any dividends or interest that accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale will be
retained by the broker (or by the Funds custodian in a special custody account), to the extent necessary to meet margin requirements, until the short position is closed out. The Fund also will incur transaction costs in effecting short sales.
A Fund will incur a loss as a result of the short sale if the price of the security increases between the date of the short sale and the date
on which the Fund replaces the borrowed security. A Fund will generally realize a gain if the security declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the
premium, dividends, interest, or expenses the Fund may be required to pay in connection with a short sale. An increase in the value of a security sold short by the Fund over the price at which it was sold short will result in a loss to the Fund.
There can be no assurance that the Fund will be
-39-
able to close out the position at any particular time or at an acceptable price. A Funds ability to engage in short sales may from time to time be limited or prohibited because of the
inability to borrow certain securities in the market, legal restrictions on short sales, or other reasons.
Short-Term
Investments.
Short-term, high quality investments, including, for example, commercial paper, bankers acceptances, certificates of deposit, bank time deposits, repurchase agreements, and investments in money market mutual
funds or similar pooled investments.
Special Purpose Acquisition Companies.
A Fund may invest in stock, warrants,
and other securities of special purpose acquisition companies (
SPACs
) or similar special purpose entities that pool funds to seek potential acquisition opportunities. Unless and until an acquisition meeting the SPACs
requirements is completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. Government securities, money market securities and cash; if an acquisition that meets the requirements for the SPAC is not completed
within a pre-established period of time, the invested funds are returned to the entitys shareholders. Because SPACs and similar entities have no operating history or ongoing business other than seeking acquisitions, the value of their
securities is particularly dependent on the ability of the entitys management to identify and complete a profitable acquisition. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of
their prices. In addition, these securities, which are typically traded in the over-the-counter market, may be considered illiquid and/or be subject to restrictions on resale. A Funds affiliates may create a SPAC for purchase by the Fund to
assist the Fund in purchasing certain assets not otherwise available to the Fund.
Structured Investments.
A
structured investment is a security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are
organized and operated to restructure the investment characteristics of the underlying security. This restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, or specified instruments (such as commercial bank
loans) and the issuance by that entity or one or more classes of securities (
structured securities
) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be
apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect
to structured securities is dependent on the extent of the cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying
instruments. Investments in structured securities are generally of a class of structured securities that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher
yields and present greater risks than unsubordinated structured securities. Structured securities are typically sold in private placement transactions, and there currently is no active trading market for structured securities. Investments in
government and government-related and restructured debt instruments are subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt and requests to extend
additional loan amounts.
Warrants.
A Fund may invest in warrants, which are instruments that give the Fund the right
to purchase certain securities from an issuer at a specific price (the
strike price
) for a limited period of time. The strike price of warrants typically is much lower than the current market price of the underlying securities,
yet they are subject to similar price fluctuations. As a result, warrants may be more volatile investments than the underlying securities and may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a
holder to dividends or voting rights with respect to the underlying securities and do not represent any rights in the assets of the issuing company. Also, the value of the warrant does not necessarily change with the value of the underlying
securities and a warrant ceases to have value if it is not exercised prior to the expiration date. These factors can make warrants more speculative than other types of investments.
In addition to warrants on securities, a Fund may purchase put warrants and call warrants whose values vary depending on the change in the value of one or more specified securities indices (
index
warrants
). Index warrants are generally issued by banks or other financial institutions and give the holder the right, at any time during the term of the warrant, to receive upon exercise of the warrant a cash payment from the issuer based
on the value of the underlying index at the time of exercise. In general, if the value of the underlying index rises above the exercise price of the index warrant, the holder of a call warrant will be entitled to receive a cash payment from the
issuer upon exercise based on the difference between the value of the index and the exercise price of the warrant; if the value of the underlying index falls, the holder of a put warrant will be entitled to receive a cash payment from the issuer
upon exercise based on the difference between the exercise price of the warrant and the value of the index. The holder of a warrant would not be entitled to any payments from the issuer at any time when, in the case of a call warrant, the exercise
price is greater than the value of the underlying index, or, in the case of a put warrant, the exercise price is less than the value of the underlying index. If the Fund were not to exercise an index warrant prior to its expiration, then the Fund
would lose the amount of the purchase price paid by it for the warrant.
-40-
A Fund will normally use index warrants in a manner similar to its use of options on securities indices. The
risks of a Funds use of index warrants are generally similar to those relating to its use of index options. Unlike most index options, however, index warrants are issued in limited amounts and are not obligations of a regulated clearing
agency, but are backed only by the credit of the bank or other institution which issues the warrant. Also, index warrants generally have longer terms than index options. Index warrants are not likely to be as liquid as certain index options backed
by a recognized clearing agency. In addition, the terms of index warrants may limit a Funds ability to exercise the warrants at such time, or in such quantities, as the Fund would otherwise wish to do.
Commercial Real Estate Loans.
A Fund may acquire and originate performing commercial whole mortgage loans secured by a first
mortgage lien on commercial property, which may be structured to either permit that Fund to retain the entire loan, or sell the lower yielding senior portions of the loans and retain the higher yielding subordinate investment. Typically, borrowers
of these loans are institutions and real estate operating companies and investors. These loans are generally secured by commercial real estate assets in a variety of industries with a variety of characteristics. A Fund may originate and own entire
whole loans or in some cases may choose to originate and syndicate a portion of the risk or participate in syndications led by other institutions. In some cases, a Fund may originate and fund a first mortgage loan with the intention of selling the
senior tranche, or an A-Note, and retaining the subordinated tranche, or a B-Note, or mezzanine loan tranche. A Fund may seek, in the future, to enhance the returns of all or a senior portion of its commercial mortgage loans through securitizations,
should the market to securitize commercial mortgage loans recover. In addition to interest, a Fund may receive origination fees, extension fees, modification or similar fees in connection with our whole mortgage loans.
B-Notes.
A Fund may originate or invest in B-Notes. A B-Note is a mortgage loan typically (i) secured by a first mortgage
on a single large commercial property or group of related properties and (ii) subordinated to an A-Note secured by the same first mortgage on the same collateral. As a result, if a borrower defaults, there may not be sufficient funds remaining
for B-Note holders after payment to the A-Note holders. Since each transaction is privately negotiated, B-Notes can vary in their structural characteristics and risks. For example, the rights of holders of B-Notes to control the process following a
borrower default may be limited in certain investments. A Fund cannot predict the terms of each B-Note investment and does not have control over the terms of the investments held by an Investment Fund. Further, B-Notes typically are secured by a
single property, and so reflect the increased risks associated with a single property compared to a pool of properties.
Mezzanine
Loans.
A Fund may also originate or invest in mezzanine loans, which are loans that are subordinate in the capital structure of the borrower, meaning that there may be significant indebtedness ranking ahead of the
borrowers obligation to that Fund in the event of the borrowers insolvency. Such loans may be collateralized with tangible fixed assets such as real property or interests in real property, or may be uncollateralized. As with other loans
to corporate borrowers, repayment of a mezzanine loan is dependent on the successful operation of the borrower. Mezzanine loans may also be affected by the successful operation of other properties, the interests in which are not pledged to secure
the mezzanine loan. While mezzanine investments may benefit from the same or similar financial and other covenants as those enjoyed by the indebtedness ranking ahead of the mezzanine investments and may benefit from cross-default provisions and
security over the borrowers assets, some or all of such terms may not apply to particular mezzanine investments. Mezzanine investments generally are subject to various risks including, without limitation, (i) a subsequent characterization
of an investment as a fraudulent conveyance; (ii) the recovery as a preference of liens perfected or payments made on account of a debt incurred in the 90 days before a bankruptcy filing; (iii) equitable
subordination claims by other creditors; (iv) so-called lender liability claims by the issuer of the obligations; and (v) environmental liabilities that may arise with respect to collateral securing the obligations. In addition
to interest, a Fund may receive origination fees, extension fees, modification or similar fees in connection with investments in mezzanine loans.
Income Deposit Securities
.
A Fund may purchase income deposit securities (
IDSs
). Each IDS represents two separate securities, shares of common
stock and subordinated notes issued by the same company, that are combined into one unit that trades like a stock on an exchange. Holders of IDSs receive dividends on the common shares and interest at a fixed rate on the subordinated notes to
produce a blended yield. An IDS is typically listed on a stock exchange, but the underlying securities typically are not listed on the exchange until a period of time after the listing of the IDS or upon the occurrence of certain events
(
e.g.
, a change of control of the issuer of the IDS). When the underlying securities are listed, the holders of IDSs generally have the right to separate the components of the IDSs and trade them separately.
There may be a thinner and less active market for IDSs than that available for other securities. The value of an IDS will be affected by factors
generally affecting common stock and subordinated debt securities, including the issuers actual or perceived ability to pay interest and principal on the notes and pay dividends on the stock.
The U.S. federal income tax treatment of IDSs is not entirely clear and there is no authority that directly addresses the tax treatment of securities
with terms substantially similar to IDSs. Among other things, although it is expected that the subordinated notes portion of
-41-
an IDS will be treated as debt, if it is characterized as equity rather than debt, then interest paid on the notes could be treated as dividends (to the extent paid out of the issuers
earnings and profits). Such dividends would not likely qualify for favorable long-term capital gains rates currently available to dividends on other types of equity.
Indexed Securities.
Certain of the Funds may purchase securities whose prices are indexed to the prices of other securities, securities indices, currencies, precious metals or
other commodities, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose value at maturity or coupon rate is determined by reference to a specific instrument or statistic. Gold-indexed
securities, for example, typically provide for a maturity value that depends on the price of gold, resulting in a security whose price tends to rise and fall together with gold prices. Currency-indexed securities typically are short-term to
intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities of equivalent
issuers. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security whose price characteristics are similar to a put option on
the underlying currency. Currency-indexed securities also may have prices that depend on the values of a number of different foreign currencies relative to each other.
The performance of indexed securities depends to a great extent on the performance of the security, currency, commodity or other instrument to which they are indexed, and also may be influenced by
interest rate changes in the U.S. and abroad. At the same time, indexed securities are subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuers creditworthiness
deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U.S. Government agencies.
Master
Limited Partnerships.
A Fund may invest in master limited partnerships (
MLPs
), which are limited partnerships in which ownership units are publicly traded. MLPs often own or own interests in properties or
businesses that are related to oil and gas industries, including pipelines, although MLPs may invest in other types of investments, including credit-related investments. Generally, an MLP is operated under the supervision of one or more managing
general partners. Limited partners (like a Fund when it invests in an MLP) are not involved in the day-to-day management of the partnership. Certain of the Funds also may invest in companies who serve (or whose affiliates serve) as the general
partner of an MLP.
Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the
units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. Conflicts of interest may exist among unit
holders, subordinated unit holders and the general partner of an MLP, including those arising from incentive distribution payments. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or
region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid. MLP units may trade infrequently and in limited volume, and
they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies.
A Fund may also hold
investments in limited liability companies that have many of the same characteristics and are subject to many of the same risks as master limited partnerships.
The manner and extent of a Funds investments in MLPs and limited liability companies may be limited by its intention to qualify as a RIC under the Code, and any such investments by the Fund may
adversely affect the ability of the Fund to so qualify.
Zero-Coupon and Payment-in-Kind Bonds.
A Fund may invest
without limit in so-called zero-coupon bonds and payment-in-kind bonds. Zero-coupon bonds are issued at a significant discount from their principal amount in lieu of paying interest periodically. Payment-in-kind bonds allow the issuer, at its
option, to make current interest payments on the bonds either in cash or in additional bonds. Because zero-coupon and payment-in-kind 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. Both zero-coupon and payment-in-kind 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.
Perpetual Bonds.
Perpetual bonds offer a fixed return with no maturity date. Because they never mature, perpetual bonds can be more volatile than other types of bonds that have a
maturity date and may have heightened sensitivity to changes in interest rates. An issuer of perpetual bonds is responsible for coupon payments in perpetuity but does not have to redeem the securities. Perpetual bonds are often callable after a set
period of time, typically between 5 and 10 years.
-42-
RISK CONSIDERATIONS
The following risk considerations relate to investment practices undertaken by the Funds. Generally, since shares of a Fund represent an investment in
securities with fluctuating market prices, shareholders should understand that the value of their Fund shares will vary as the value of each Funds portfolio securities increases or decreases. Therefore, the value of an investment in a Fund
could go down as well as up. You can lose money by investing in a Fund. There is no guarantee of successful performance, that a Funds objective can be achieved or that an investment in a Fund will achieve a positive return. An investment in a
Fund should be considered as a means of diversifying an investment portfolio and is not in itself a balanced investment program.
Prospective investors should consider the following risks. Because the following is a combined description of the risks associated with investing in the
Funds, your Fund may not be subject to certain of the risks described below. Please see your Funds Prospectus for more information on the principal risks and investment strategies associated with your Fund.
General
Various market risks
can affect the price or liquidity of an issuers securities. 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 type of
security, market reactions to political or economic events, and tax and regulatory effects (including lack of adequate regulations for a market or particular type of instrument). Market restrictions on trading volume can also affect price and
liquidity.
Certain risks exist because of the composition and investment horizon of a particular portfolio of securities. Prices of many
securities tend to be more volatile in the short-term and lack of diversification in a portfolio can also increase volatility.
Equity
Issuer Risk
The market prices of common stocks and other equity securities may go up or down, sometimes rapidly or unpredictably. The
values of equity securities may decline due to general market conditions that are not specially 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. In addition, the values of equity securities may decline for a number of reasons that may directly relate to the issuer, such as management performance, financial leverage, non-compliance with regulatory requirements, and reduced demand
for the issuers goods or services. Equity securities generally have greater price volatility than bonds and other debt securities. The values of equity securities paying dividends at high rates may be more sensitive to change in interest rates
than are other equity securities. A Fund may continue to accept new subscriptions and to make additional investment in equity securities even under general market conditions that the Funds portfolio managers view as unfavorable for equity
securities.
Concentration Risk
Concentrating investments increases the risk of loss because the stocks of many or all of the companies may decline in value due to developments adversely affecting the industries in which they operate.
In addition, investors may buy or sell substantial amounts of a Funds shares in response to factors affecting or expected to affect a given industry, resulting in extreme inflows and outflows of cash into and out of a Fund. Such inflows or
outflows might affect management of a Fund adversely to the extent they were to cause a Funds cash position or cash requirements to exceed normal levels.
Loan Risk
Investments in loans are generally subject to the same risks as investments in
other types of debt securities, 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
-43-
may adjust in a given period. Certain floating rate loans have a feature that prevents their interest rates from adjusting below a specified minimum level. When short-term interest rates are low,
this feature could result in the interest rates of those loans becoming fixed at the applicable minimum level until short-term interest rates rise above that level. Although this feature is intended to result in these loans yielding more than they
otherwise would when short-term interest rates are low, the feature might also result in the prices of these loans becoming more sensitive to changes in interest rates should short-term 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 net
asset value.
Opportunities to invest in loans or certain types of loans, such as Senior Loans, may be limited. Alternative investments may
provide lower yields and may, in a Funds Advisers view, offer less attractive investment characteristics. The limited availability of loans may be due to a number of reasons, including that direct lenders may allocate only a small number
of loans to new investors, including the Fund. There may also be fewer loans made or available that the Adviser finds attractive investment opportunities, particularly during economic downturns. Also, lenders or agents may have an incentive to
market only the least desirable loans to investors such as a Fund. If the market demand for loans increases, the availably of loans for purchase and the interest paid by borrowers may decrease.
Additional risks of investments in loans may include:
Agent/Intermediary Risk.
If the Fund holds a loan through another financial institution, or relies on another financial institution to administer the loan, the Funds receipt of
principal and interest on the loan is subject to the credit risk of the financial institution. If the Fund holds its interest in a loan through another financial institution, the Fund likely would not be able to exercise its rights directly against
the borrower and may not be able to cause the financial institution to take what it considers to be appropriate action. If the Fund relies on a financial institution to administer a loan, the Fund is subject to the risk that the financial
institution 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.
Collateral Impairment Risk.
The terms of certain loans in which the Fund may invest require that collateral be maintained to
support payment of the borrowers obligations under the loan. However, the value of the collateral may decline after the Fund invests, and the value of the collateral may not be sufficient to cover the amount owed to the Fund. In addition, the
Funds interest in collateral securing a loan may be found invalid or may be used to pay other outstanding obligations of the borrower under applicable law. In the event that a borrower defaults, the Funds access to the collateral may be
limited by bankruptcy and other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that all or some of the collateral may be illiquid. The Fund may have to participate in legal proceedings or take
possession of and manage assets that secure the issuers obligations. This could increase the Funds operating expenses and decrease its net asset value.
Equity Securities and Warrants.
The acquisition of equity securities may generally be incidental to the Funds purchase of a loan. The Fund may acquire equity securities as part of an
instrument combining a loan and equity securities of a borrower or its affiliates. The Fund also may acquire equity securities issued in exchange for a loan or in connection with the default and/or restructuring of a loan, including subordinated and
unsecured loans, and high-yield securities. Equity securities include common stocks, preferred stocks and securities convertible into common stock. Equity securities are subject to market risks and the risks of changes to the financial condition of
the issuer, and fluctuations in value.
Highly Leveraged Transactions.
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.
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.
-44-
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 is limited public information available regarding loan investments, the Fund is particularly dependent on the analytical abilities of the Funds portfolio managers.
Interest Rate Benchmarks.
Interest rates on loans typically adjust periodically often based on a benchmark rate plus a
premium or spread over the benchmark rate. The benchmark rate usually is the Prime Rate, LIBOR, the Federal Reserve federal funds rate, or other base lending rates used by commercial lenders (each as defined in the applicable loan agreement).
The interest rate on Prime Rate-based loans floats daily as the Prime Rate changes, while the interest rate on LIBOR based
loans is reset periodically, typically 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 or fixed interest rates may increase fluctuations in the Funds net asset value as a result of changes in interest rates.
Certain loans may permit the borrower to change the base lending rate during the term of the loan. In recent years, the differential between the lower LIBOR base rates and the higher Prime Rate base rates
prevailing in the commercial bank markets has widened to the point that the payments paid by borrowers with LIBOR based interest rates do not currently compensate for the differential between the Prime Rate and the LIBOR base rates. Consequently,
borrowers have increasingly selected the LIBOR-based pricing option, resulting in a yield on loans that is consistently lower than the yield available from the Prime Rate-based pricing option. If this trend continues, it may significantly limit the
ability of the Fund to achieve a net return to shareholders that approximates the average published Prime Rate of leading U.S. banks. The Adviser cannot predict whether this trend will continue.
Restrictive Loan Covenants.
Borrowers must comply with various restrictive covenants typically 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.
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
-45-
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 by any specific collateral of the borrower. 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.
Settlement Risk.
Transactions in many loans settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period after the sale. As a result,
sale proceeds related to the sale of loans will not be available to make additional investments or to meet the Funds redemption obligations until potentially a substantial period after the sale of the loans.
Debt Securities Risks
Debt securities
are subject to various risks. Debt securities are subject to, among others, two primary (but not exclusive) types of risk: credit risk and interest rate risk. These risks can affect a securitys price volatility to varying degrees, depending
upon the nature of the instrument. In addition, the depth and liquidity of the market for an individual or class of fixed income security can also affect its price and, hence, the market value of a Fund.
Credit risk:
refers to the risk that an issuer or counterparty will fail to pay its obligations to a Fund when they are due.
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 or 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 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 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. 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 its life and securities which are rated by
rating agencies are often reviewed and 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 repayment. They are not
guarantees as to quality and they do not reflect market risk. If an issuer or counterparty fails to pay interest, a Funds income might be reduced and the value of the investment might fall, and if an issuer or counterparty fails to pay
principal, the value of the investment might fall and that Fund could lose the amount of its investment.
Interest rate
risk:
refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a fixed income security directly (especially in the case of fixed rate securities) and indirectly
(especially in the case of adjustable rate securities). In general, rises in interest rates will negatively impact the price of fixed rate securities and falling interest rates will have a positive effect on price. The degree to which a
securitys price will change as a result of changes in interest rates is measured by its duration. For example, the price of a bond fund with an average duration of three years would be generally expected to fall approximately 3% if interest
rates rose by one percentage point. Generally, securities with longer maturities have a greater duration and thus are subject to greater price volatility from changes in interest rates. Adjustable rate instruments also react to interest rate changes
in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the re-set terms, including the index chosen, frequency of reset and reset caps or floors, among other things).
-46-
Lower Rated Securities
The Funds may invest in fixed income instruments that are at the time of investment unrated or rated BB+ or lower by S&P or Ba1 or lower by Moodys or the equivalent by any other nationally
recognized statistical rating organization. Fixed income instruments rated below investment grade, or unrated securities that are determined by the Adviser to be of comparable quality, are high yield, high risk bonds, commonly known as junk bonds.
High yield securities or junk bonds can be classified into two categories: (a) securities issued without an investment grade rating and
(b) securities whose credit ratings have been downgraded below investment grade because of declining investment fundamentals. The first category includes securities issued by emerging credit companies and companies which have experienced a
leveraged buyout or recapitalization. Although the small and medium size companies that constitute emerging credit issuers typically have significant operating histories, these companies generally do not have strong enough operating results to
secure investment grade ratings from the rating agencies. In addition, in recent years there has been a substantial volume of high yield securities issued by companies that have converted from public to private ownership through leveraged buyout
transactions and by companies that have restructured their balance sheets through leveraged recapitalizations. High yield securities issued in these situations are used primarily to pay existing stockholders for their shares or to finance special
dividend distributions to shareholders. The indebtedness incurred in connection with these transactions is often substantial and, as a result, often produces highly leveraged capital structures which present special risks for the holders of such
securities. Also, the market price of such securities may be more volatile to the extent that expected benefits from the restructuring do not materialize. The second category of high yield securities consists of securities of former investment grade
companies that have experienced poor operating performance due to such factors as cyclical downtrends in their industry, poor management or increased foreign competition.
Generally, lower-rated debt securities provide a higher yield than higher rated debt securities of similar maturity but are subject to greater risk of loss of principal and interest than higher rated
securities of similar maturity. They are generally considered to be subject to greater risk than securities with higher ratings particularly in the event of a deterioration of general economic conditions. The lower ratings of the high yield
securities which the Fund will purchase reflect a greater possibility that the financial condition of the issuers, or adverse changes in general economic conditions, or both, may impair the ability of the issuers to make payments of principal and
interest. The market value of a single lower-rated debt security may fluctuate more than the market value of higher rated securities, since changes in the creditworthiness of lower rated issuers and in market perceptions of the issuers
creditworthiness tend to occur more frequently and in a more pronounced manner than in the case of higher rated issuers. High yield debt securities also tend to reflect individual corporate developments to a greater extent than higher rated
securities. The securities in which the Fund invests are frequently subordinated to senior indebtedness.
The economy and interest rates
affect high yield securities differently from other securities. The prices of high yield bonds have been found to be less sensitive to interest rate changes than higher-rated investments, but more sensitive to adverse economic changes or individual
corporate developments. During an economic downturn or substantial period of rising interest rates, highly leveraged issuers may experience financial stress which would adversely affect their ability to service their principal and interest payment
obligations, to meet projected business goals, and to obtain additional financing. If the issuer of a bond owned by a Fund defaults, the Fund may incur additional expenses to seek recovery. In addition, periods of economic uncertainty and changes
can be expected to result in increased volatility of market prices of high yield bonds and a Funds asset value. Furthermore, the market prices of high yield bonds structured as zero coupon or pay-in-kind securities are affected to a greater
extent by interest rate changes and thereby tend to be more volatile than securities which pay interest periodically and in cash.
To the
extent there is a limited retail secondary market for particular high yield bonds, these bonds may be thinly-traded and the Advisers ability to accurately value high yield bonds and a Funds assets may be more difficult because there is
less reliable, objective data available. In addition, a Funds ability to acquire or dispose of the bonds may be negatively-impacted. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of high yield bonds, especially in a thinly-traded market. To the extent a Fund owns or may acquire illiquid or restricted high yield bonds, these securities may involve special registration responsibilities, liabilities and
costs, and liquidity and valuation difficulties.
Special tax considerations are associated with investing in lower rated debt securities
structured as zero coupon or pay-in-kind securities. The Funds accrue income on these securities prior to the receipt of cash payments. The Funds must distribute substantially all of its income to its shareholders to qualify for pass-through
treatment under the tax laws and may, therefore, have to dispose of its portfolio securities to satisfy distribution requirements.
-47-
Underwriting and dealer spreads associated with the purchase of lower rated bonds are typically higher than
those associated with the purchase of high grade bonds.
Reliance on the Adviser
Each Funds ability to achieve its investment objective is dependent upon the Advisers ability to identify profitable investment opportunities
for the Fund. While the portfolio managers of the Funds have considerable experience in managing other portfolios with investment objectives, policies and strategies that are similar, the past experience of the portfolio managers does not guarantee
future results for the Adviser.
Options Transactions
The effective use of options depends on a Funds ability to terminate option positions at times when the Adviser deems it desirable to do so. Prior to exercise or expiration, an option position can
only be terminated by entering into a closing purchase or sale transaction. If a covered call option writer is unable to effect a closing purchase transaction or to purchase an offsetting OTC Option, it cannot sell the underlying security until the
option expires or the option is exercised. Accordingly, a covered call option writer may not be able to sell an underlying security at a time when it might otherwise be advantageous to do so. A covered put option writer who is unable to effect a
closing purchase transaction or to purchase an offsetting OTC Option would continue to bear the risk of decline in the market price of the underlying security until the option expires or is exercised.
In addition, a covered put or call writer would be unable to utilize the amount held in cash, U.S. Government Securities, or other liquid securities as
security for the option for other investment purposes until the exercise or expiration of the option.
A Funds ability to close out its
position as a writer of an option is dependent upon the existence of a liquid secondary market. There is no assurance that such a market will exist, particularly in the case of OTC Options, as such options will generally only be closed out by
entering into a closing purchase transaction with the purchasing dealer. However, the Fund may be able to purchase an offsetting option which does not close out its position as a writer but constitutes an asset of equal value to the obligation under
the option written. If the Fund is not able to either enter into a closing purchase transaction or purchase an offsetting position, it will be required to maintain the securities subject to the call, or the collateral underlying the put, even though
it might not be advantageous to do so, until a closing transaction can be entered into (or the option is exercised or expires).
There can
be no assurance that a liquid market will exist when the Fund seeks to close out an option position. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in
certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of
options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange clearinghouse may not at all times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options). If trading were discontinued, the secondary market on that exchange (or in
that class or series of options) would cease to exist.
In addition, the hours of trading for options may not conform to the hours during
which securities held by a Fund are traded. To the extent that the options markets close before the markets for underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the
options markets. In addition, a Funds listed options transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which the options are traded. These limitations govern the
maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or
other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options which a Fund may write (sell) or purchase may be affected by options written or purchased by other investment
advisory clients of the Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess of these limits, and it may impose other sanctions or restrictions. These position limits may
restrict the number of listed options which a Fund may write.
In the event of the bankruptcy of a broker through which a Fund engages in
transactions in options, the Fund could experience delays and/or losses in liquidating open positions purchased or sold through the broker and/or incur a loss of all or part of its margin deposits with the broker. Similarly, in the event of the
bankruptcy of the writer of an OTC Option purchased by a Fund, the Fund could experience a loss of all or part of the value of the option.
-48-
The writer of an option has no control over the time when it may be required to fulfill its obligation as a
writer of an option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security or the contract value of the
relevant index at the exercise price. If a put or call option purchased by a Fund is not sold when it has remaining value, and if the market price of the underlying security or the value of the index remains equal to or greater than the exercise
price (in the case of a put), or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security or index is purchased to
hedge against price movements in a related security or securities, the price of the put or call option may move more or less than the price of the related security or securities.
To the extent that a Fund utilizes unlisted (or over-the-counter) options, the Funds ability to terminate these options may be more limited than with exchange-traded options and may
involve enhanced risk that counterparties participating in such transactions will not fulfill their obligations.
Each of the exchanges has
established limitations governing the maximum number of options on the same underlying security or futures contract (whether or not covered) which may be written by a single investor, whether acting alone or in concert with others (regardless of
whether such options are written on the same or different exchanges or are held or written on one or more accounts or through one or more brokers). An exchange may order the liquidation of positions found to be in violation of these limits and it
may impose other sanctions or restrictions. These position limits may restrict the number of listed options which a Fund may write.
Futures Contracts and Options on Futures
There are certain risks inherent in the use of futures contracts and options on futures contracts. Successful use of futures contracts by a Fund is
subject to the ability of the Adviser to correctly predict movements in the direction of interest rates or changes in market conditions. In addition, there can be no assurance that there will be a correlation between price movements in the
underlying securities, currencies or index and the price movements in the securities which are the subject of the hedge.
Positions in futures
contracts and options on futures contracts may be closed out only on the exchange or board of trade on which they were entered into, and there can be no assurance that an active market will exist for a particular contract or option at any particular
time. If a Fund has hedged against the possibility of an increase in interest rates or a decrease in the value of portfolio securities and interest rates fall or the value of portfolio securities increase instead, a Fund will lose part or all of the
benefit of the increased value of securities that it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if a Fund has insufficient cash, it may have to sell securities to meet daily variation
margin requirements at a time when it may be disadvantageous to do so. These sales of securities may, but will not necessarily be at increased prices that reflect the decline in interest rates. While utilization of futures contracts and options on
futures contracts may be advantageous to the Fund, if the Fund is not successful in employing such instruments in managing the Funds investments, the Funds performance will be worse than if the Fund did not make such investments.
Exchanges limit the amount by which the price of a futures contract may move on any day. If the price moves equal the daily limit on
successive days, then it may prove impossible to liquidate a futures position until the daily limit moves have ceased. In the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation margin on
open futures positions. In such situations, if a Fund has insufficient cash, it may have to sell portfolio securities to meet daily variation margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be required
to take or make delivery of the instruments underlying interest rate futures contracts it holds at a time when it is disadvantageous to do so. The inability to close out options and futures positions could also have an adverse impact on a
Funds ability to effectively hedge its portfolio.
Futures contracts and options thereon which are purchased or sold on foreign
commodities exchanges may have greater price volatility than their U.S. counterparts. Furthermore, foreign commodities exchanges may be less regulated and under less governmental scrutiny than U.S. exchanges. Brokerage commissions and dealer
mark-ups, clearing costs and other transaction costs may be higher on foreign exchanges. Greater margin requirements may limit a Funds ability to enter into certain commodity transactions on foreign exchanges. Moreover, differences in
clearance and delivery requirements on foreign exchanges may occasion delays in the settlement of a Funds transactions effected on foreign exchanges.
In the event of the bankruptcy of a broker through which a Fund engages in transactions in futures or options thereon, the Fund could experience delays and/or losses in liquidating open positions
purchased or sold through the broker and/or incur a loss of all or part of its margin deposits with the broker. Similarly, in the event of the bankruptcy, of the writer of an OTC option purchased by a Fund, the Fund could experience a loss of all or
part of the value of the option. Transactions are entered into by a Fund only with brokers or financial institutions deemed creditworthy by the Adviser.
-49-
There is no assurance that a liquid secondary market will exist for futures contracts and related options in
which a Fund may invest. In the event a liquid market does not exist, it may not be possible to close out a futures position, and in the event of adverse price movements, a Fund would continue to be required to make daily cash payments of variation
margin. In addition, limitations imposed by an exchange or board of trade on which futures contracts are traded may compel or prevent a Fund from closing out a contract which may result in reduced gain or increased loss to the Fund. The absence of a
liquid market in futures contracts might cause a Fund to make or take delivery of the underlying securities (currencies) at a time when it may be disadvantageous to do so.
Compared to the purchase or sale of futures contracts, the purchase of call or put options on futures contracts involves less potential risk to a Fund because the maximum amount at risk is the premium
paid for the options (plus transaction costs). However, there may be circumstances when the purchase of a call or put option on a futures contract would result in a loss to a Fund notwithstanding that the purchase or sale of a futures contract would
not result in a loss, as in the instance where there is no movement in the prices of the futures contract or underlying securities (currencies).
Options on foreign currency futures contracts may involve certain additional risks. Trading options on foreign currency futures contracts is relatively new. The ability to establish and close out
positions on such options is subject to the maintenance of a liquid secondary market. To reduce this risk, a Fund will not purchase or write options on foreign currency futures contracts unless and until, in the Advisers opinion, the market
for such options has developed sufficiently that the risks in connection with such options are not greater than the risks in connection with transactions in the underlying foreign currency futures contracts.
Risk of Potential Government Regulation of Derivatives
Recent legislative and regulatory reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
Dodd-Frank Act
), are expected to result in new regulation of swap
agreements, including clearing, margin, reporting, recordkeeping and registration requirements for certain types of swaps contracts and other derivatives, including among others interest rate swaps and credit default swaps. Because the legislation
leaves much to rule making, which is not yet completed, its ultimate impact remains unclear. New regulations could, among other things, restrict a Funds ability to engage in swap transactions (for example, by making certain types of swap
transactions no longer available to the Fund) and/or increase the costs of such swap transactions (for example, by increasing margin or capital requirements), and the Fund may as a result be unable to execute its investment strategies in a manner
the Funds Adviser might otherwise choose. New rules under the Dodd-Frank Act will require certain over-the-counter derivatives, including certain interest rate swaps and certain credit default swaps, to be executed on a regulated market and
cleared through a central counterparty, which may result in increased margin requirements and costs for the Fund. It is also unclear how the regulatory changes will affect counterparty risk.
-50-
Risks Related to a Funds Clearing Broker and Central Clearing Counterparty
A Fund will be required to deposit margin and other assets with its swaps and futures clearing brokers. There is a risk that assets deposited by a Fund
with any swaps or futures clearing broker as margin for futures contracts or cleared swaps may, in certain circumstances, be used to satisfy losses of other clients of the Funds clearing broker. In addition, the assets of the Fund might not be
fully protected in the event of the clearing brokers bankruptcy, as the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing brokers customers for the relevant account
class. Similarly, all customer funds held at a clearing organization in connection with any futures contracts are held in a commingled omnibus account and are not identified to the name of the clearing members individual customers. All
customer funds held at a clearing organization with respect to cleared swaps of customers of a clearing broker are also held in an omnibus account, but CFTC rules require that the clearing broker notify the clearing organization of the amount of the
initial margin provided by the clearing broker to the clearing organization that is attributable to each customer. With respect to futures and options contracts, a clearing organization may use assets of a non-defaulting customer held in an omnibus
account at the clearing organization to satisfy payment obligations of a defaulting customer of the clearing member to the clearing organization. With respect to cleared swaps, a clearing organization generally cannot do so, but may do so if the
clearing member does not provide accurate reporting to the clearing organization as to the attribution of margin among its clients. Also, since clearing brokers generally provide to clearing organizations the net amount of variation margin required
for cleared swaps for all of its customers in the aggregate, rather than the gross amount of each customer, the Funds are subject to the risk that a clearing organization will not make variation margin payments owed to a Fund if another customer of
the clearing member has suffered a loss and is in default. As a result, in the event of a default or the clearing brokers other clients or the clearing brokers failure to extend its own funds in connection with any such default, a Fund
may not be able to recover the full amount of assets deposited by the clearing broker on behalf of the Fund with the clearing organization.
Repurchase Agreements
In the event of
a default or bankruptcy by a selling financial institution under a repurchase agreement, a 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. Each Fund follows procedures designed to minimize the risks associated with repurchase agreements, including effecting repurchase transactions only with large,
well-capitalized and well-established financial institutions and specifying the required value of the collateral underlying the agreement.
Reverse Repurchase Agreements
A
reverse repurchase agreement involves the sale of a portfolio-eligible security by the Fund, coupled with its agreement to repurchase the instrument at a specified time and price. Under a reverse repurchase agreement, the Fund continues to be
entitled to receive any principal and interest payments on the underlying security during the term of the agreement. Reverse repurchase agreements involve leverage risk; the Fund may lose money as a result of declines in the values both of the
security subject to the reverse repurchase agreement and the instruments in which the Fund invested the proceeds of the reverse repurchase agreement. Reverse repurchase agreements are considered borrowings by the Fund. Under the requirements of the
1940 Act, the Fund is required to maintain an asset coverage (including the proceeds of the borrowings) of a least 300% of all borrowings or otherwise segregate sufficient cash or other liquid assets to cover the repurchase obligation.
Preferred Securities Risk
In
addition to many of the risks associated with both fixed income securities (
e.g.
, interest rate risk and credit risk) and common shares or other equity securities (see Investment PracticesEquity Securities above), preferred
securities are also subject to deferral risk. Preferred securities typically contain provisions that allow an issuer, at its discretion, to defer distributions for an extended period. Preferred securities may also 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 a 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. Preferred stock in some instances is convertible into common shares or other securities.
Preferred securities typically 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, a Fund may not be able to reinvest the proceeds at comparable or favorable rates of return.
Preferred securities typically do not
provide any voting rights, except in 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.
-51-
Restricted Securities
All Funds may invest in securities which are subject to restrictions on resale because they have not been registered under the Securities Act or which are otherwise not readily marketable. These
securities are generally referred to as private placements or restricted securities. The Adviser, pursuant to procedures adopted by the Board of Trustees, will make a determination as to the liquidity of each restricted security purchased by the
Fund. If a restricted security is determined to be liquid, it will not be included within the category illiquid securities, which under the Funds current policies may not exceed 15% of the Funds net assets.
Securities eligible for resale pursuant to Rule 144A under the Securities Act, and determined to be liquid pursuant to the procedures discussed in the
following paragraph, are not subject to the foregoing restriction. 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 Funds may have to bear the expense of registering such securities for resale and the risk of substantial delays in effecting such registration.
Rule 144A permits the Fund to sell restricted securities to qualified institutional buyers without limitation. The Adviser, pursuant to procedures adopted by the Board of Trustees, will make a
determination as to the liquidity of each restricted security purchased by the Fund. If a restricted security is determined to be liquid, the security will not be included within the category illiquid securities. However, investing in Rule 144A
securities could have the effect of increasing the level of the Funds illiquidity to the extent the Fund, at a particular point in time, may be unable to find qualified institutional buyers interested in purchasing such securities.
Ratings Categories Use of Credit Ratings by the Funds
A description of the rating categories as published by Moodys and S&P is set forth in the Appendix to this Statement of Additional Information. (Other NRSROs use different categorizations, which
may also be utilized by the Adviser.) Ratings assigned by Moodys and/or S&P to securities acquired by a Fund reflect only the views of those agencies as to the quality of the securities they have undertaken to rate. It should be
emphasized, however, that ratings are relative and subjective and are not absolute standards of quality. There is no assurance that a rating assigned initially will not change.
When an investment is rated by more than one NRSRO, the Adviser will utilize the highest rating for that security for purposes of applying any investment policies that incorporate credit ratings
(
e.g.
, a policy to invest a certain percentage of a Funds assets in securities rated investment grade) except where a Fund has a policy to invest a certain percentage of its assets in securities that are rated below investment grade, in
which case the Fund will utilize the lowest rating that applies to that investment.
Risks of Unrated Securities
Each Fund may purchase unrated securities (which are not rated by a rating agency) if the Adviser determines that the security is of comparable quality
to a rated security that a Fund may purchase. 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. Analysis of
creditworthiness of issuers of high yield securities may be more complex than for issuers of higher-quality fixed income securities. To the extent that a Fund invests in high yield and/or 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 higher-quality and rated securities.
Securities Lending
Each Fund may lend portfolio securities with
a value up to 33
1
/
3
% of its total assets, including collateral received for securities lent. If a Fund lends securities, there is a risk that the securities will not be available to the Fund on a timely basis, and the Fund,
therefore, may lose the opportunity to sell the securities at a desirable price. In addition, as with other extensions of credit, there is the risk of possible delay in receiving additional collateral or in the recovery of the securities or possible
loss of rights in the collateral should the borrower fail financially. Also, there is the risk that the value of the investment of the collateral could decline causing a Fund to lose money.
-52-
Service Providers
The Funds may be subject to credit risk with respect to the custodian. In the event of the custodians bankruptcy, even if the Funds custodian does have sufficient assets to meet all claims,
there could be a delay before a Fund receives assets to satisfy their claims. In addition, in the event of the bankruptcy of the Funds administrator, transfer agent or custodian there are likely to be operational and other delays and
additional costs and expenses associated with changes in service provider arrangements.
Large Shareholder Redemptions
Certain account holders may from time to time own (beneficially or of record) or control a significant percentage of a Funds shares. Redemptions by
these account holders of their shares in a Fund may impact the Funds liquidity and net asset value. These redemptions may also force a Fund to sell securities at a time when the Adviser would otherwise not choose to sell, which may negatively
impact a Funds performance, as well as increase a Funds trading costs and its taxable distributions to shareholders.
Mortgage-Backed Securities Risks
Credit and Market Risks of Mortgage-Backed Securities.
Investments by the Funds in fixed rate and floating rate mortgage-backed
securities will entail normal 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 will 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. Like other 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 will generally tend to have minimal changes in price when interest rates rise or fall. The value of all mortgage-backed securities may also change because of changes in the markets perception of the
creditworthiness of the organization that issued or guarantees them. In addition, the mortgage-backed securities market in general may be adversely affected by changes in governmental legislation or regulation. Fluctuations in the market value of
mortgage-backed securities after their acquisition usually do not affect cash income from such securities but are reflected in each Funds net asset value. The liquidity of mortgage-backed securities varies by type of security; at certain times
a Fund may encounter difficulty in disposing of investments. Other factors that could affect the value of a mortgage-backed security include, among other things, the types and amounts of insurance which a mortgagor carries, the amount of time the
mortgage loan has been outstanding, the loan-to-value ratio of each mortgage and the amount of overcollateralization of a mortgage pool.
Ongoing developments in the residential mortgage market may have additional consequences to mortgage-backed securities. Delinquencies and losses
generally have been increasing with respect to securitizations involving residential mortgage loans and may continue to increase as a result of the weakening housing market and the seasoning of securitized pools of mortgage loans.
Additionally, mortgage lenders recently have adjusted their loan programs and underwriting standards, which has reduced the availability of mortgage
credit to prospective mortgagors. This has resulted in reduced availability of financing alternatives for mortgagors seeking to refinance their mortgage loans. The reduced availability of refinancing options for mortgagors has resulted in higher
rates of delinquencies, defaults and losses on mortgage loans, particularly in the case of, but not limited to, mortgagors with adjustable rate mortgage loans or interest-only mortgage loans that experience significant increases in their monthly
payments following the adjustment date or the end of the interest-only period (see Adjustable Rate Mortgages below for further discussion of adjustable rate mortgage risks). These events, alone or in combination with each other and with
deteriorating economic conditions in the general economy, may continue to contribute to higher delinquency and default rates on mortgage loans. The tighter underwriting guidelines for residential mortgage loans, together with lower levels of home
sales and reduced refinance activity, also may have contributed to a reduction in the prepayment rate for mortgage loans generally and this may continue.
Alternative A mortgage loans may experience greater rates of delinquency and foreclosure due to underwriting standards. These mortgage loans may not meet the sponsors general underwriting policies
for prime mortgage loans due to borrower credit characteristics. In addition, the underwriting program may permit less restrictive underwriting criteria as compared to general underwriting criteria, including additional types of mortgaged
properties, categories of borrowers and/or reduced documentation requirements, such as no verification of income or no verification of assets. As a consequence, delinquencies, foreclosures and cumulative losses may be expected to be greater with
respect to these mortgage loans than with respect to mortgage loans originated in conformity with the general underwriting standards.
The
conservatorship of Fannie Mae and Freddie Mac in September 2008 may adversely affect the real estate market and the value of real estate assets generally. It is unclear at this time to what extent these conservatorships will curtail the ability of
Fannie Mae and
-53-
Freddie Mac to continue to act as the primary sources of liquidity in the residential mortgage markets, both by purchasing mortgage loans for portfolio and by guaranteeing mortgage-backed
securities. A reduction in the ability of mortgage loan originators to access Fannie Mae and Freddie Mac to sell their mortgage loans may adversely affect the financial condition of mortgage loan originators.
Liquidity Risk of Mortgage-Backed Securities.
The liquidity of mortgage-backed securities varies by type of security; at certain
times a Fund may encounter difficulty in disposing of such investments. Because mortgage-backed securities may be less liquid than other securities, the Funds 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 suffered periods of illiquidity if disfavored by the market.
Commercial Mortgage-Backed Securities (CMBS).
CMBSs include securities that reflect an interest in, and 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.
Prepayment, Extension, and Redemption Risks of Mortgage-Backed
Securities.
Mortgage-backed securities 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 typically do, pay them off sooner. In such an event, the mortgage-backed security which represents an interest in such 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 prepayments when interest rates decline also limits market price appreciation. Mortgage-backed securities are also 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. 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 a Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, which could have an adverse effect on the Funds ability to achieve its investment objective.
Collateralized Mortgage Obligations (
CMOs
).
There are certain risks
associated specifically with CMOs. CMOs issued by private entities are not obligations issued or guaranteed by the United States 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 payment, the holder could sustain a loss. In addition, the 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, such as those that occurred in 1994 and 2008, the average weighted life of certain CMOs may not accurately reflect the price volatility of such securities. For example,
in periods of supply and demands 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.
ARMs
.
ARMs contain maximum and minimum rates beyond which the mortgage
interest rate may not vary over the lifetime of the security. In addition, certain ARMs provide for additional limitations on the minimum 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 such 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 utilized 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 dramatically 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 securities.
-54-
Stripped Mortgage Securities.
Part of the investment strategy of the Funds may
involve the purchase of interest-only or principal-only Stripped Mortgage Securities. The yield to maturity on a PO or an IO class security is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying
mortgage assets. A slower than expected rate of principal payments may have an adverse effect on a PO class securitys yield to maturity. If the underlying mortgage assets experience slower than anticipated principal repayment, the Fund may
fail to fully recoup its initial investment in these securities. Conversely, a rapid rate of principal payments may have a material adverse effect on an IO class securitys yield to maturity. If the underlying mortgage assets experience greater
than anticipated prepayments or principal, the Fund may fail to fully recoup its initial investment in these securities. These investments are highly sensitive to changes in interest and prepayment rates and tend to be less liquid than other CMOs.
Inverse Floaters.
Investments in inverse floaters and similar instruments expose a Fund to the same risks as
investments in debt securities and derivatives, as well as other risks, including those associated with leverage and 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. Inverse floaters may be
considered to be leveraged, including if their interest rates vary by a magnitude that exceeds the magnitude of the change in a reference rate of interest (typically a short term interest rate), and the market prices of inverse floaters may as a
result be highly sensitive to changes in interest rates and in prepayment rates on the underlying securities, and may decrease significantly when interest rates increase or prepayment rates change. Investments in inverse floaters and similar
instruments that have mortgage-backed securities underlying them will expose a 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.
Collateralized Debt Obligations
.
A Fund may invest in
CDOs, which include CBOs, CLOs and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is 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 and subordinate corporate loans, including loans that may be rated below investment grade or
equivalent unrated loans. CDOs may charge management fees and administrative expenses. For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the
equity tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior
tranche from a CBO trust or CLO trust typically has higher ratings and lower yields than the underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO 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 CBO or CLO securities as a class. The risks of an investment in a
CDO depend largely on the type of the collateral securities and the class of the CDO in which a 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,
investments in CDOs may be characterized by a Fund as illiquid securities; however, an active dealer market may exist for CDOs allowing a CDO to qualify under Rule 144A under the Securities Act. In addition to the normal 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 securities will not be adequate to make interest or other payments;
(ii) the quality of the collateral may decline in value or default; (iii) a Fund may invest in CDOs that are subordinate to other classes; 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.
Mortgage Dollar Rolls
Mortgage dollar rolls involve the risk that the market value of the securities a Fund is obligated to repurchase under an agreement may decline below the
price of the security the Fund sold for immediate settlement. Mortgage dollar rolls are speculative techniques involving leverage, and are considered borrowings by a Fund. Under the requirements of the 1940 Act, a Fund is required to maintain an
asset coverage (including the proceeds of the borrowings) of a least 300% of all borrowings.
Affiliated Fund Risk
Investing in other investment companies or private investment vehicles sponsored or managed by the Adviser or affiliates of the Adviser, including other
DoubleLine funds, involves potential conflicts of interest. For example, the Adviser or its affiliates may receive fees based on the amount of assets invested in those vehicles, which fees may be higher than the fees the Adviser receives for
managing the Fund. Investment by the Fund in those other vehicles may be beneficial in the management of those other vehicles, by helping to achieve economies of scale or enhancing cash flows. Due to its own financial interest or other business
considerations, a Funds Adviser may choose to invest a portion of the Funds assets in investment companies sponsored or managed by the Adviser or
-55-
its affiliates in lieu of investments by the Fund directly in portfolio securities, or may choose to invest in such investment companies over investment companies sponsored or managed by others.
Similarly, a Funds Adviser may delay or decide against the sale of interests held by the Fund in investment companies sponsored or managed by the Adviser or its affiliates. To reduce this potential conflict of interest, the Adviser has agreed
to reduce its advisory fee to the extent of advisory fees paid to the Adviser by other investment vehicles sponsored by the Adviser in respect of assets of the Fund invested in those other vehicles.
Asset-Backed Securities
Certain
asset-backed securities do not have the benefit of the same security interest in the related collateral as do mortgage-backed securities. Credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of
state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owned on the credit cards, thereby reducing the balance due. In addition, some issuers of automobile receivables permit the servicers to
retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables.
Foreign Securities
Investment in foreign securities involves special risks in addition to the usual risks inherent in domestic investments. These include: political or
economic instability; the unpredictability of international trade patterns; the possibility of foreign governmental actions such as expropriation, nationalization or confiscatory taxation; the imposition or modification of foreign currency or
foreign investment controls; the imposition of withholding taxes on dividends, interest and gains; price volatility; and fluctuations in currency exchange rates. As compared to United States 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. Foreign countries typically impose less thorough regulations on brokers, dealers, stock exchanges,
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. In addition, security trading practices abroad may offer less protection to investors such as the Funds. Settlement of transactions
in some foreign markets may be delayed or may be less frequent than in the U.S., which could affect the liquidity of each Funds portfolio. Also, it may be more difficult to obtain and enforce legal judgments against foreign corporate issuers
than against domestic issuers and it may be impossible to obtain and enforce judgments against foreign governmental issues.
Foreign
Currency
Because foreign securities generally are denominated and pay dividends or interest in foreign currencies, the value of the
net assets of those Funds as measured in United States dollars will be affected favorably or unfavorably by changes in exchange rates. Currency exchange transactions may be conducted on a spot (
i.e.
, cash) basis at the spot rate prevailing in
the currency exchange market. The cost of currency exchange transactions will generally be the difference between the bid and offer spot rate of the currency being purchased or sold. In order to protect against uncertainty in the level of future
foreign currency exchange rates, the Core Fixed Income Fund, the Emerging Markets Fixed Income Fund, the Multi-Asset Growth Fund, the Low Duration Bond Fund, the Floating Rate Fund, the Equities Small Cap Growth Fund, the Equities Growth Fund, and
the Equities Technology Fund are authorized to enter into certain foreign currency future and forward and options contracts. However, it is not obligated to do so and, depending on the availability and cost of these devices, the Funds may be unable
to use them to protect against currency risk. While foreign currency future, forward and options contracts may be available, the cost of these instruments may be prohibitively expensive so that the Funds may not to be able to effectively use them.
Emerging Market Countries
Investing in securities of emerging market countries through investment in a Fund involves certain risks, and considerations, including those set forth below, which are not typically associated with
investing in the United States or other developed countries.
Political and economic structures in many emerging markets countries may be
undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristics of more developed countries. Some of these countries may have in the past failed to recognize private
property rights and have at times nationalized or expropriated the assets of private companies.
-56-
The securities markets of emerging market countries are 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 emerging securities markets and limited trading volume in issuers compared to volume of trading in U.S. securities or
securities of issuers in other developed countries could cause prices to be erratic for reasons apart from factors that affect the quality of the securities. For example, limited market size may cause prices to be unduly influenced by traders who
control large positions. Adverse publicity and investors perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of portfolio securities, especially in these markets.
In addition, emerging market countries exchanges and broker-dealers are generally subject to less government and exchange regulation than
their counterparts in developed countries. Brokerage commissions, dealer concessions, custodial expenses and other transaction costs may be higher in emerging markets than in developed countries. As a result, Funds investing in emerging market
countries have operating expenses that are expected to be higher than other funds investing in more established market regions.
Many of the
emerging market countries may be subject to greater degree of economic, political and social instability than is the case in the United States, Canada, Australia, New Zealand, Japan and Western European and certain Asian countries.
Such instability may result from, among other things, (i) popular unrest associated with demands for improved political, economic and social
conditions, and (ii) internal insurgencies. Such social, political and economic instability could disrupt the financial markets in which the Funds invest and adversely affect the value of the Funds assets.
In certain emerging market countries governments participate to a significant degree, through ownership or regulation, in their respective economies.
Action by these governments could have a significant adverse effect on market prices of securities and payment of dividends. In addition, most emerging market countries have experienced substantial, and in some periods extremely high, rates of
inflation. Inflation and rapid fluctuation in inflation rates have had and may continue to have very negative effects on the economies and securities markets of certain emerging market countries.
Many of the currencies of emerging market countries have experienced devaluations relative to the U.S. dollar, and major devaluations have historically
occurred in certain countries. Any devaluations in the currencies in which portfolio securities are denominated will have a detrimental impact on Funds investing in emerging market countries. Many emerging market countries are experiencing currency
exchange problems. Countries have and may in the future impose foreign currency controls and repatriation control.
Defaulted Securities
A Fund may invest in securities in default. Defaulted securities risk refers to the uncertainty of repayment of defaulted securities
and obligations of distressed issuers. 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 in solvency
proceedings) is subject to significant uncertainties. Insolvency laws and practices in 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.
Counterparty Risk
A Fund will be subject to the credit risk presented by another party (whether a clearing corporation in the case of exchange-traded instruments or
another third party in the case of over-the-counter instruments) to the extent it engages in transactions, such as securities loans, repurchase agreements or certain derivatives (including swaps), which involve a promise by the counterparty to honor
an obligation to the Fund. That Funds ability to realize a profit from such transactions will depend on the ability of the counterparty (the obligor) with which it enters into the transaction to meet its obligations to the Fund. If a
counterparty becomes bankrupt or insolvent or otherwise fails to perform its obligations to the Fund due to financial difficulties, the Fund may experience significant losses or delays in obtaining any recovery (including recovery of any collateral
it has provided to the counterparty), including in a dissolution, assignment for the benefit of creditors, liquidation, winding-up, bankruptcy, or other analogous proceeding. If a counterpartys creditworthiness declines, the value of the
agreement would be likely to decline, potentially resulting in losses.
In addition, in the event of the bankruptcy or insolvency of a
counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value. If a Fund is owed this fair market value in the termination of the derivative transaction and its claim is unsecured, the
Fund will be treated as a general creditor of such counterparty, and will not have any claim with respect to any underlying security or asset. 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 U.S. financial reform legislation (see Legal and Regulatory Risk).
-57-
Cyclical Opportunities Risk
A Fund may seek to take advantage of changes in the business cycle by investing in companies that are sensitive to those changes if the Adviser believes they have growth potential. A Fund might sometimes
seek to take tactical advantage of short-term market movements or events affecting particular issuers or industries. There is a risk that if the event does not occur as expected, the value of the stock could fall, which in turn could depress a
Funds share prices.
Investing in Special Situations
Periodically, a Fund might use aggressive investment techniques. These might include seeking to benefit from what the Adviser perceives to be special situations, such as mergers, reorganizations,
restructurings or other unusual events expected to affect a particular issuer. However, there is a risk that the change or event might not occur as expected by the Adviser, which could have a negative impact on the price of the issuers
securities. A Funds investment might not produce the expected gains or could incur a loss.
Sector Risk
To the extent that a Fund has significant investments in one or a few sectors, it bears more risk than a fund that maintains broad sector diversification
because, for example, a decline in values of the securities of issuers in that sector (due to, for example, an issue affecting companies in that sector) will affect the performance of the Fund greater than a fund that invests more broadly or evenly
across sectors. Specific types of sector risk include the following:
Financial Services Risk:
A Fund may invest a
significant portion of its assets in the financial services sector. Risks of investing in the financial services sector include: (i) Regulatory actions: financial services companies may suffer setbacks if regulators change the rules under which
such companies operate; (ii) Changes in interest rates: unstable and/or rising interest rates may have a disproportionate effect on companies in the financial services sector; (iii) Non-diversified loan portfolios: financial services
companies, whose securities the Fund purchases, may themselves have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that industry; (iv) Credit:
financial services companies may have exposure to investments or agreements which, under certain circumstances, may lead to losses, for example sub-prime loans; and (v) Competition: the financial services sector has become increasingly
competitive.
Natural Resource Risk:
A Fund may invest in companies that derive their value from natural resources,
and therefore may be particularly subject to risks affecting those companies. Natural resources may include, without limitation, energy (including gas, petroleum, petrochemicals and other hydrocarbons), precious metals (including gold), base and
industrial metals, timber and forest products, agriculture and commodities.
Natural resource prices can swing sharply in response to cyclical
economic conditions, political events or the monetary policies of various countries. In addition, political and economic conditions in a limited number of natural-resource-producing countries may have a direct effect on the commercialization of
natural resources, and consequently, on their prices. For example, the vast majority of gold producers are domiciled in just five countries: South Africa, the United States, Australia, Canada and Russia.
Technology Risk
:
Equities Technology Fund may invest in companies which utilize innovative technologies and
therefore may be subject to risks affecting those companies. Technology company stocks can be subject to abrupt or erratic price movements and have been volatile, especially over the short term, due to the rapid pace of product change and
development affecting such companies. Technology companies are subject to significant competitive pressures, such as new market entrants, aggressive pricing and tight profit margins. Electronic technology and technology service companies also face
the risks that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of technology companies and, as a result, the value of their
securities. In addition, many Internet-related companies in an emerging stage of development are particularly vulnerable to the risks that their business plans will not develop as anticipated and of rapidly changing technologies.
-58-
Focused Investment Risk
A Fund that invests a substantial portion of its assets in a particular market, industry, group of industries, country, region, group of countries, asset class or sector generally 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 or regulatory occurrence affecting, for example, that particular market,
industry, region or sector. This is because, for example, issuers in a particular market, industry, region or sector often react similarly to specific economic, market, regulatory, or political developments.
Reinvestment Risk
Income from a
Funds portfolio may decline when the Fund invests the proceeds from investment income, sales of portfolio securities or matured, traded or called debt obligations. For instance, during periods of declining interest rates, an issuer of debt
obligations may exercise an option to redeem securities prior to maturity, forcing a Fund to reinvest the proceeds in lower-yielding securities. A decline in income received by a Fund from its investments is likely to have a negative effect on the
yield and total return of the Funds shares.
Valuation Risk
The valuation of certain of the Funds investments involves subjective judgment. There can be no assurance that the Fund will value its investments in a manner that reflects their market value or
that a Fund will 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. Certain securities in which a Fund may invest, including, for example, high
yield bonds, commodities, derivatives, emerging market securities, mortgage-related securities, complex securities, and thinly-traded or illiquid investments may be more difficult to value accurately, especially during periods of market disruptions
or extreme market volatility.
Prepayment Risk
Many types of debt securities, including floating rate loans and mortgage-related 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, a portion of the Funds higher yielding securities are likely to be pre-paid and the Fund will probably be unable to re-invest 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 certain
loans and mortgage-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.
Inflation/Deflation Risk
Inflation risk is the risk that the value of assets or income
from a 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 a Funds portfolio could decline. 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 a Funds portfolio.
Legal and Regulatory Risk
Legal,
tax and regulatory changes could occur and may adversely affect the Funds and their 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 IRS, the U.S. Federal Reserve or other banking regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Funds. In particular, these
agencies are empowered to promulgate a variety of new rules pursuant to financial reform legislation in the United States. The Funds 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.
-59-
In addition, the securities and futures 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 Funds and the Adviser have historically been eligible for exemptions from certain regulations. However, there is no assurance that the Funds and the Adviser will continue to be eligible for such exemptions.
The CFTC and certain futures exchanges have established limits, referred to as position limits, on the maximum net long or net
short positions which any person may hold or control in particular options and futures contracts; those position limits may apply to certain other derivatives positions a Fund may wish to take. All positions owned or controlled by the same person or
entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if the Funds do not intend to exceed applicable position limits, it is possible that different
clients managed by the Adviser and its affiliates may be aggregated for this purpose. Therefore it is possible that the trading decisions of the Adviser may have to be modified and that positions held by a Fund may have to be liquidated in order to
avoid exceeding such limits. The modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect the performance of the Funds.
The SEC has in the past adopted interim rules requiring reporting of all short positions above a certain de minimis threshold and may adopt rules requiring monthly public disclosure in the future. In
addition, other non-U.S. jurisdictions where the Funds may trade have adopted reporting requirements. If a 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 a 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 a 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 a Fund unable to execute its investment strategy. In
addition, if the SEC were to adopt restrictions regarding short sales, they could restrict the Funds ability to engage in short sales in certain circumstances, and the Funds may be unable to execute their investment strategies as a result.
The SEC and regulatory authorities in other jurisdictions may adopt (and in certain cases, have adopted) bans on short sales of certain
securities in response to market events. Bans on short selling may make it impossible for the Funds to execute certain investment strategies and may have a material adverse effect on the Funds ability to generate returns.
Federal legislation has been passed that requires the adoption of regulations that would require any creditor that makes a loan and any securitizer of a
loan to retain at least 5% of the credit risk on any loan that is transferred, sold or conveyed by such creditor or securitizer. It is currently unclear how these requirements would apply to loan participations, syndicated loans, and loan
assignments. If a Fund invests in loans it could be adversely affected by the regulation. The effect of any future regulatory change on the Funds could be substantial and adverse.
PORTFOLIO TURNOVER
A portfolio turnover rate is, in
summary, the percentage computed by dividing the lesser of a Funds purchases or sales of securities (excluding short-term securities) by the average market value of that Fund. The Advisers manage each Funds assets by buying and selling
securities to help attain its investment objective. This may result in increases or decreases in a Funds current income and gains available for distribution to its shareholders. Each of the Funds may dispose of investments (including money
market instruments) regardless of the holding period if, in the opinion of the Funds Adviser, it is in the best interest of the Fund to do so, for example, because an issuers creditworthiness or perceived changes in a companys
growth prospects or asset value make selling them advisable. Such an investment decision may result in capital gains, including short-term capital gains taxable as ordinary income when distributed to shareholders, or losses and could result in a
high portfolio turnover rate during a given period. Transactions in equity securities typically involve the payment of brokerage commissions, which are borne by the Funds and negatively affect a Funds performance. Debt securities are normally
traded on a principal basis, involving a mark-up or mark-down of the price which is an indirect transaction cost, and therefore the Funds incur transaction costs when trading them. Its costs are incorporated in purchase or sale prices and negatively
affect the Funds performance.
The portfolio turnover rates of the Funds for the fiscal years ended March 31, 2012 and
March 31, 2013 are as follows:
|
|
|
|
|
Fund
(1)
|
|
2012
|
|
2013
|
Total Return Bond Fund
|
|
15%
|
|
23%
|
-60-
|
|
|
|
|
Fund
(1)
|
|
2012
|
|
2013
|
Core Fixed Income Fund
|
|
81%
|
|
83%
|
|
|
|
Emerging Markets Fixed Income Fund
|
|
177%
|
|
105%
|
|
|
|
Multi-Asset Growth Fund
|
|
48%
|
|
88%
|
|
|
|
Low Duration Bond Fund
|
|
46%
(2)
|
|
71%
|
|
|
|
Floating Rate Fund
|
|
N/A
|
|
20%
(2)
|
(1)
|
The Low Duration Bond Fund commenced operations on September 30, 2011. The Floating Rate Fund commenced operations on February 1, 2013. The
Equities Small Cap Growth Fund, the Equities Growth Fund, and the Equities Technology Fund had not commenced operations as of March 31, 2013.
|
DISCLOSURE OF PORTFOLIO INFORMATION
It is the policy of each Trust to provide certain unaudited information regarding the
portfolio composition of the Funds as of month-end (collectively, the
Portfolio Holdings
) to shareholders and others upon request to the Funds, beginning on the 15th calendar day after the end of the month (or, if not a business
day, the next business day thereafter). This information is generally not available on the Funds website. Shareholders and others who wish to obtain Portfolio Holdings for a particular month may make a request by contacting the Funds at no
charge at 877-DLine11 (877-354-6311) between the hours of 7:00 a.m. and 5:00 p.m. Pacific time, Monday through Friday, beginning on the 15th day following the end of that month (or, if not a business day, the next business day thereafter). Requests
for Portfolio Holdings may be made on a monthly basis pursuant to this procedure, or standing requests for Portfolio Holdings may be accepted. Persons making requests will be asked to provide their name and a mailing address, e-mail address or fax
number. Each Fund reserves the right to refuse to fulfill a request if it believes that providing Portfolio Holdings would be contrary to the best interests of the Fund.
In addition, the Funds may disclose Portfolio Holdings at any time to analysts, ratings agencies, outside fund evaluators and data aggregators such as, but not limited to, Morningstar, Lipper, Bloomberg
and Standard and Poors. The disclosure of Portfolio Holdings in this context is generally conditioned on the recipient agreeing to treat such Portfolio Holdings as confidential (provided that analysts and rating agencies may publish portfolio
positions upon the consent of authorized personnel (as defined below), under circumstances where such personnel determine that such information is publicly available through the Funds website or by other means, or will become publicly
available through such publication), and to not allow the Portfolio Holdings to be used by it or its employees in connection with the purchase or sale of shares of a Fund.
In addition, Portfolio Holdings are provided or otherwise available on a real-time basis to third-party service providers of the Funds (and their personnel) who require the information to provide services
to the Funds, including an Adviser, the Funds custodian, U.S. Bank National Association., pricing service providers, Thomson Reuters/Lipper, ValueLine, Vickers Stock Research, CapitalBridge (formerly Citigate Financial), broker-dealers who
facilitate the Funds trading, the Funds accountant and administrator, U.S. Bancorp Fund Services, LLC, the Funds Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, and Ropes & Gray LLP, counsel to
the Funds.
Each Trusts Officers (for example, President, Treasurer, Chief Compliance Officer, or Secretary) (collectively,
authorized personnel
) may authorize disclosure of a Funds Portfolio Holdings if such authorized personnel determines that disclosure of the Funds Portfolio Holdings is in the best interest of the Funds
shareholders. Each Trusts Chief Compliance Officer or other authorized personnel provide periodic reports to the Trusts Board of Trustees regarding the operation of the Trusts policy in respect of the disclosure of Portfolio
Holdings and disclosures made pursuant to it.
No compensation is received by the Funds or the Advisers in connection with the disclosure of
Portfolio Holdings.
BROKERAGE PRACTICES
Each Adviser is responsible for the placement of the Funds portfolio transactions and, with respect thereto, the negotiation of prices, brokerage commissions, if any, and mark-ups and mark-downs or
spreads on principal transactions. The Adviser may also purchase securities on behalf of the Funds in underwritten offerings at fixed prices that include discounts to underwriters and/or concessions to dealers.
-61-
In placing a portfolio transaction, each Adviser seeks to achieve best execution. This means that, in
selecting broker-dealers to execute portfolio transactions for the Funds, each Adviser seeks to select broker-dealers that will execute securities transactions in a manner such that the total cost or proceeds of each transaction is the most
favorable under the circumstances. This does not mean, however, that portfolio transactions are always executed at the lowest available commission or spread, and an Adviser may effect transactions that cause a Fund to pay a commission or spread in
excess of a commission or spread that another broker-dealer would have charged if the Adviser determines that, notwithstanding such commission or spread, such transaction is in the Funds best interest. In making this determination, the Adviser
may take a variety of factors into consideration, including, (i) execution quality in light of order size, difficulty of execution and other relevant factors; (ii) associated expenses and costs; (iii) the quality, reliability,
responsiveness and value of the provided services, (iv) the operational compatibility between the broker-dealer and the Adviser; (v) the broker-dealers safety and soundness; and (vi) the provision of research and brokerage products
and services. The provision of research and brokerage products and services is not typically considered in respect of transactions by the DoubleLine Funds when trading fixed income securities.
From time to time, each Adviser receives unsolicited research from various brokers, which may or may not be counterparties to trades placed on behalf of
clients. The Advisers do not use brokerage commissions from client account trades of fixed-income securities to obtain research or other products or services from broker-dealers. While the Advisers may review and consider certain of the research
received, the provision of unsolicited research does not factor into the Advisers broker selection process with respect to trading fixed-income securities. Research services include items such as reports on industries and companies, economic
analyses, review of business conditions and portfolio strategy and various trading and quotation services. Such services also include advice from broker-dealers as to the value of securities, availability of securities, availability of buyers, and
availability of sellers. These services also include recommendations as to purchase and sale of individual securities and timing of transactions. The provision of research and brokerage products and services is not typically considered in respect of
transactions by the DoubleLine funds when trading fixed income securities.
Investment decisions for the Funds and for the other
investment advisory clients of the Advisers are made with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved (including
the Funds). Some securities considered for investment by the Funds also may be appropriate for other clients served by the Adviser. Thus, a particular security may be bought or sold for certain clients even though it could have been bought or sold
for other clients at the same time, including accounts in which an Adviser, its officers or employees may have a financial interest. If a purchase or sale of securities consistent with the investment policies of a Fund and one or more of these
clients served by an Adviser is considered at or about the same time, transactions in such securities will be allocated among the Fund and other clients pursuant to the Advisers trade allocation policy that is designed to ensure that all
accounts, including the Funds, are treated fairly and equitably over time.
As permitted by Section 28(e) of the Securities Exchange
Act of 1934, as amended (the
Exchange Act
), each Adviser may, on behalf of a client, pay a broker or dealer that provides brokerage and research services (as defined in the Exchange Act) to the Adviser an amount of
commission for effecting a portfolio investment transaction in excess of the amount of commission that another broker or dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Advisers overall responsibilities to the client and to other client
accounts over which the Adviser exercises investment discretion. Such research services include proprietary research created internally by a broker or by a third-party provider (and made available to an Adviser by a broker) such as, for example,
individual stock information and research, industry and sector analysis, trend analysis and forecasting, discussions with individual stock analysts, and meetings arranged with various sources of information regarding particular issuers, industries,
governmental policies, specific information about local markets and applicable regulations, economic trends, and other matters. In addition, a broker may accumulate credits for an Advisers account and use them to purchase brokerage and
research services at the Advisers discretion and based on the Advisers determination of the relative benefits of the various services available for purchase. These arrangements are commonly known as commission sharing
arrangements. Accordingly, an Advisers clients may be deemed to be paying for research and these other services with soft or commission dollars. Research furnished by brokers or dealers or pursuant to credits accumulated at
brokers or dealers through commission sharing arrangements may be used in servicing any or all of the Advisers clients and may be used for client accounts other than those that pay commissions to the broker or dealer providing the research. An
Adviser also may receive soft dollar credits based on certain riskless principal securities transactions with brokerage firms. With respect to certain products and services used for both research/brokerage and non-research/brokerage
purposes, an Adviser generally allocates the costs of such products and services between their research/brokerage and non-research/brokerage uses, and generally uses soft dollars to pay only for the portion allocated to research/brokerage uses.
Examples of products and services used for non-research/brokerage purposes (and not paid for with soft dollars) include equipment and exchange data (e.g., quotes, volume). Some of these services may be of value to the Advisers and their affiliates
in advising various of their clients (including the Funds), although not all of these services are necessarily useful and of value in managing the Funds. The management fee paid by a Fund is not reduced because an Adviser or its affiliates receive
these services even though the Adviser might otherwise be required to purchase some of these services for cash. An Advisers authority to cause a Fund to pay any such greater commissions is also subject to such policies as the Trustees may
adopt from time to time.
An Advisers relationships with brokerage firms that provide soft dollar services to the Adviser
(including brokerage firms that participate in commission sharing arrangements) may influence the Advisers judgment and create conflicts of interest, both in allocating brokerage business between firms that provide soft dollar services and
firms that do not, and in allocating the costs of mixed-use products between their research and non-research uses. When an Adviser uses client brokerage commissions to obtain research or other products or services, the Adviser receives a benefit
because it does not have to produce or pay for such research, products, or services. As such, that Adviser has an incentive to select or recommend a broker-dealer based on the Advisers interest in receiving the research or other products or
services, rather than on the Advisers clients interest in receiving most favorable execution. Client trades executed through these brokers or any other brokerage firm may not be at the lowest price otherwise available. Each Adviser
maintains policies and procedures designed to address such conflicts.
-62-
In an effort to achieve efficiencies in execution and reduce trading costs, an Adviser and its
affiliates may, but will not necessarily, aggregate securities transactions on behalf of a number of accounts, including accounts of the Funds, at the same time. In addition, an Adviser may execute securities transactions alongside or interspersed
between aggregated orders when the Adviser believes that such execution will not interfere with its ability to execute in a manner believed to be most favorable to its clients as a whole. An Adviser may exclude trades for accounts that direct
brokerage or that are managed in part for tax considerations from aggregate orders.
When executing aggregate orders, trades will be allocated
among accounts using procedures that an Adviser considers to be reasonably designed to be non-preferential and fair and equitable over time. This may include making the allocation on a random or pro rata basis or based on such considerations as
diversification requirements, duration, investment objectives, client contractual or regulatory investment guidelines and restrictions, existing or targeted account weightings in particular securities or sectors, lot size, account size, cash
availability, amount of existing holdings (or substitutes) of the security in the accounts, investment time horizons and directed brokerage instructions, if applicable.
An Adviser shares allocations of public offerings and other desirable but limited opportunities to buy or sell securities in a manner that the Adviser considers reasonably designed to be non-preferential
and fair and equitable over time, such that no account or group of accounts receives consistently favorable or unfavorable treatment. Generally, such allocations will be made after taking into account cash availability and need, suitability,
investment objectives and guidelines and other factors deemed appropriate in making investment allocation decisions for each client. Shares obtained in IPOs will be allocated using this criteria unless the number of shares made available to the
Adviser is
de minimis
, in which case, the shares will be allocated among the eligible accounts based on the Advisers assessment of the circumstances.
In addition, and particularly with respect to fixed-income securities, if a small amount of an investment is allocated to an Adviser, the Adviser may allocate it disproportionately, taking into
consideration lot size, existing or targeted account weightings in particular securities and/or sectors, account size, diversification requirements and investment objectives/restrictions.
The following table provides the dollar amount of brokerage commissions paid by the Funds for the periods indicated. Changes in the amounts of brokerage commissions from year to year are generally the
result of active trading strategies employed by the Funds investment teams in response to market conditions, changes in the total assets of a Fund, and/or a determination by the Adviser to engage in brokerage practices as described above.
|
|
|
|
|
|
|
Fund
(1)
|
|
Total Brokerage Commissions
|
|
|
March 31, 2011
|
|
March 31,
2012
|
|
March 31, 2013
|
|
|
|
|
Total Return Bond Fund
|
|
$0
|
|
$0
|
|
$0
|
|
|
|
|
Core Fixed Income Fund
|
|
$0
|
|
$0
|
|
$0
|
|
|
|
|
Emerging Markets Fixed Income Fund
|
|
$0
|
|
$0
|
|
$0
|
|
|
|
|
Multi-Asset Growth Fund
|
|
$10,000
|
|
$13,101
|
|
$115,262
|
|
|
|
|
Low Duration Bond Fund
|
|
N/A
|
|
$0
|
|
$0
|
|
|
|
|
Floating Rate Fund
|
|
N/A
|
|
N/A
|
|
$0
|
(1)
|
The Total Return Bond Fund and the Emerging Markets Fixed Income Fund commenced operations on April 6, 2010. The Core Fixed Income Fund commenced
operations on June 1, 2010. The Multi-Asset Growth Fund commenced operations on December 20, 2010. The Low Duration Bond Fund commenced operations on September 30, 2011. The Floating Rate Fund commenced operations on February 1, 2013.
The Equities Small Cap Growth Fund, the Equities Growth Fund, and the Equities Technology Fund had not commenced operations as of March 31, 2013.
|
As of the close of the fiscal year ended March 31, 2013, the Funds listed below owned securities of their regular broker-dealers as defined by Rule 10b-1 under the 1940 Act. (Generally, a regular
broker or dealer of an investment company is one of the ten brokers or dealers that received the greatest dollar amount of brokerage commissions from participating in portfolio transactions, engaged as principal in the largest dollar amount of
portfolio transactions, or sold the largest dollar amount of portfolio securities during the Funds most recent fiscal year).
|
|
|
|
|
Fund/Regular Broker-Dealer
|
|
Amount
|
|
Core Fixed Income Fund
|
|
|
|
|
JP Morgan Chase and Company
|
|
$
|
9,298,000
|
|
Goldman Sachs Group
|
|
$
|
4,805,000
|
|
Morgan Stanley
|
|
$
|
4,431,000
|
|
|
|
Low Duration Bond Fund
|
|
|
|
|
Morgan Stanley
|
|
$
|
1,714,000
|
|
JP Morgan Chase and Company
|
|
$
|
1,503,000
|
|
-63-
TRUSTEES AND OFFICERS
The Board of Trustees of each Trust consists of five Trustees, three of whom are not considered to be interested persons (as defined in the
1940 Act) of the Trust (the
Independent Trustees
). Each Board is responsible for overseeing the management and operations of its respective Trust, including general supervision of the duties performed by the Trusts Adviser
and other service providers to the Trust. Each Trusts Adviser and administrator are responsible for the day-to-day management and administration of the Trust.
The Chair of both Boards, Mr. Jeffrey E. Gundlach, also serves as Chief Executive Officer and Chief Investment Officer of DoubleLine Capital and DoubleLine Equity and, as such, he participates in the
oversight of the Trusts day-to-day business affairs. Mr. Gundlach is an interested person of the Trusts. The Vice Chairman of the Board of Trustees of DoubleLine Funds Trust is Mr. Philip A. Barach. He serves as the President of
DoubleLine Capital and is also an interested person of DoubleLine Funds Trust.
Mr. Raymond B. Woolson serves as the lead
Independent Trustee of both Trusts. A portion of each regular meeting of the Boards is devoted to an executive session of the Independent Trustees at which no members of management or the Funds administrator are present. At those meetings, the
Independent Trustees consider a variety of matters that are required by law to be considered by the Independent Trustees, as well as matters that are scheduled to come before the full Board of Trustees, including fund governance, fund management,
and leadership issues, and are advised by independent legal counsel. Mr. Woolson serves as Chair for those meetings.
Each Board has an
Audit Committee consisting of the Trustees who are Independent Trustees. Mr. Woolson serves as the Chairman of the Audit Committees. The Audit Committees other members are Messrs. Ciprari and Salter. Each Audit Committee makes
recommendations to the Board concerning the selection of the independent auditors and reviews with the auditors the results of the annual audit, including the scope of auditing procedures, the adequacy of internal controls and compliance by the
Trust with the accounting and financial reporting requirements of the 1940 Act. During the fiscal year ended March 31, 2013, DoubleLine Funds Trusts Audit Committee met four times and DoubleLine Equity Funds Audit Committee met two
times.
Each Board has a Qualified Legal Compliance Committee (
QLCC
), consisting of Messrs. Ciprari, Salter, and
Woolson. The QLCC receives, reviews and takes appropriate action with respect to any report made or referred to the QLCC by an attorney of evidence of a material violation of applicable U.S. federal or state securities law, material breach of a
fiduciary duty under U.S. federal or state law or a similar material violation by a Fund or by any officer, director, employee, or agent of a Fund.
Each Board has a Nominating Committee consisting of the Trustees who are Independent Trustees. The members of the Trusts Nominating Committees are Messrs. Ciprari, Salter, and Woolson. Each
Nominating Committee makes recommendations to the Board regarding nominations for membership on the Board as an independent trustee. Based on, among other things, information provided by management of the Trust, the Nominating Committee periodically
reviews trustee compensation and recommends any changes it deems appropriate to the Independent Trustees. Each Nominating Committee will also consider potential trustee candidates recommended by shareholders provided that the proposed candidates
satisfy the trustee qualification requirements provided in the Trusts Declaration of Trust, as amended, and the Trusts other governing documents. The Nominating Committees did not meet during the fiscal year ended March 31, 2013.
The Valuation Committee consists of one or more persons appointed by the Boards with authorization to make fair value determinations on
a day-to-day basis with respect to Fund holdings when market prices are not readily available or are considered unreliable in accordance with Board approved valuation procedures.
Each Board believes that each Trustees experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees on such Board lead to the
conclusion that the Board possesses the requisite skills and attributes to carry out its oversight responsibilities with respect to the Trust. Each Board believes that its Trustees ability to review, critically evaluate, question, and discuss
information provided to them, to interact effectively with the Trusts Adviser, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of its duties, support this conclusion.
Each Board also has considered the following experience, qualifications, attributes and/or skills, among others, of its members, as applicable, in reaching its conclusion: (i) such persons business and professional experience and
accomplishments, including prior experience in the financial services and investment management fields or on other boards; (ii) such persons ability to work effectively with the other members of the Board; (iii) how the
individuals skills, experiences, and attributes would contribute to an appropriate mix of relevant skills and experience on the Board; (iv) such persons character and integrity; (v) such persons willingness to serve and
willingness and ability to commit the time necessary to perform the duties of a Trustee; and (vi) as to each Trustee other than Messrs. Gundlach
,
Barach, and Stallings, his status as an Independent Trustee. In addition, the following
specific experience,
-64-
qualifications, attributes and/or skills were considered in respect of the listed Trustee: Mr. Ciprari, significant experience serving in the investment banking industry and as a senior
executive at an investment bank; Mr. Salter, significant experience and familiarity with securities markets and financial matters generally; Mr. Woolson, significant financial consulting, fund accounting, and fund administration
experience; Mr. Gundlach, significant experience and service in the investment management industry and as a senior executive at an investment advisory firm; Mr. Barach, significant experience and service in the investment management
industry; and Mr. Stallings, significant experience and service in the investment management industry. References to the experience, qualifications, attributes, and skills of Trustees are pursuant to requirements of the SEC, do not constitute
holding out of the Boards or any Trustee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Boards by reason thereof.
Each Board has determined that its leadership structure is appropriate given the business and nature of the Trust, including (i) the extensive
oversight provided by the Trusts Adviser, of which Mr. Gundlach is the Chief Executive Officer and Chief Investment Officer; (ii) the extent to which the Independent Trustees meet as needed, together with their independent legal
counsel, in the absence of members of management and members of the Board who are interested persons of the Trust; and (iii) the leadership role of the lead Independent Trustee. Each Board expects to review its structure on an annual basis.
In its oversight role, each Board and/or its Committees receive and review reports from the relevant Funds officers, including, but not
limited to, the President, Chief Compliance Officer and Treasurer, DoubleLine portfolio management personnel and other senior personnel of the Funds Advisers, the Funds independent registered public accounting firm, and the Funds
third-party service providers with respect to a variety of matters, including matters that relate to the operations of the Funds, including related risks.
The function of each Board with respect to risk management is one of periodic oversight and not active involvement in, or coordination of, day-to-day risk management activities for the Trust. Each
Advisers personnel seek to identify and address risks,
i.e.
, events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of a Fund. Under the
general oversight of the Board or the applicable Committee of the Board, each Trust, Adviser, and other service providers to the Trusts employ a variety of processes, procedures, and controls to identify such possible events or circumstances, to
lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. The Boards recognize, however, that not all risks that may affect a Fund can be identified, that it may not be practical or
cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve a Funds goals, and that the processes, procedures, and controls employed to address certain
risks may be limited in their effectiveness. Moreover, reports received by the Trustees that may relate to risk management matters are typically summaries of the relevant information. There is no assurance that the Boards of Trustees
operations or leadership structure will identify, prevent, or mitigate risks in actual practice.
The name, year of birth, and principal
occupations for the past five years of the Trustees and officers of the Funds are listed below, along with the number of portfolios in the fund complex overseen and the other directorships held by each Trustee. The business address for each Trustee
is c/o DoubleLine Funds, 333 South Grand Avenue, Suite 1800, Los Angeles, CA 90071.
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position with Trusts
|
|
Term of Office and
Length of Time
Served
|
|
Principal Occupation(s)
During Past 5
Years
|
|
Number of
Portfolios in
Fund
Complex
Overseen
by
Trustee
(1)
|
|
Other Directorships
Held by
Trustee
During Past 5 Years
|
Joseph J.
Ciprari
1964
|
|
Trustee of DoubleLine Funds Trust and DoubleLine Equity Funds
|
|
Indefinite/Since Inception
|
|
President of Remo Consultants, a
real estate financial consulting
firm. Formerly,
Managing
Director, UBS AG. Formerly,
Managing Director, Ally
Securities LLC.
|
|
11
|
|
None
|
John C.
Salter
1957
|
|
Trustee of DoubleLine Funds Trust and DoubleLine Equity Funds
|
|
Indefinite/ Since Inception
|
|
Managing Director, Municipals,
Chapdelaine & Co. Formerly,
Partner, Stark, Salter & Smith,
a
securities brokerage firm
specializing in tax exempt
bonds.
|
|
11
|
|
None
|
Raymond B.
Woolson
1958
|
|
Trustee of DoubleLine Funds Trust and DoubleLine Equity Funds
|
|
Indefinite/ Since Inception
|
|
President, Apogee Group, Inc., a
company providing financial
consulting services.
|
|
11
|
|
None
|
-65-
Interested Trustees
Each of the following Trustees is an interested person of the Trusts as defined in the 1940 Act because they are officers of an Adviser, and indirect shareholders in an Adviser.
|
|
|
|
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position
with Trusts
|
|
Term of Office
and
Length of Time
Served
|
|
Principal Occupation(s)
During Past 5
Years
|
|
Number
of
Portfolios in
Fund
Complex
Overseen by
Trustee
(1)
|
|
Other
Directorships
Held by Trustee
During Past
5
Years
|
Jeffrey E.
Gundlach
1959
|
|
Trustee of DoubleLine Funds Trust and DoubleLine Equity Funds
|
|
Indefinite/Since Inception
|
|
Chief Executive Officer of DoubleLine Equity (since January 2013); Chief Executive Officer and Chief
Investment Officer at DoubleLine Capital (since December 2009); prior thereto, Chief Investment Officer, Group Managing Director and President at TCW Group.
|
|
9
|
|
None
|
Philip A.
Barach
1952
|
|
Trustee of DoubleLine Funds Trust
|
|
Indefinite/Since Inception
|
|
President at DoubleLine Capital (since December 2009); prior thereto, Group Managing Director at TCW
Group.
|
|
6
|
|
None
|
R. Brendt
Stallings
1968
|
|
Trustee of DoubleLine Equity Funds
|
|
Indefinite/Since Inception
|
|
Portfolio Manager and Partner of DoubleLine Equity (since January 2013); Director of Inglewood Park Cemetery
(since July 2010); Trustee of the Endowment Care Fund for Roosevelt Memorial Park Cemetery (since November 2004); prior thereto, Group Managing Director at TCW Investment Management Company, TCW Asset Management Company and Trust
Company of the West.
|
|
3
|
|
None
|
(1)
|
The term Fund Complex as used herein includes the Funds and the following registered investment companies: DoubleLine Opportunistic Credit
Fund and DoubleLine Income Solutions Fund.
|
Equity Ownership of Trustees in the Funds
The Trustees owned the following dollar ranges of equity securities in the Funds as of the end of the most recently completed calendar year:
Fund Shares Owned by Trustees as of December 31, 2012
|
|
|
Amount Invested Key
|
A.
|
|
$0
|
B.
|
|
$1-$10,000
|
C.
|
|
$10,001-$50,000
|
D.
|
|
$50,001-$100,000
|
E.
|
|
over $100,000
|
-66-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of Equity Securities
Owned in the Funds
|
|
Aggregate Dollar
Range
of Equity Securities in
all Registered
Investment Companies
Overseen by Trustee in
Family of Investment
Companies
(2)
|
Name of Trustee
|
|
Total
Return
Bond
Fund
|
|
Core
Fixed
Income
Fund
|
|
Emerging
Markets
Fixed
Income
Fund
|
|
Multi-
Asset
Growth
Fund
|
|
Low
Duration
Bond
Fund
|
|
Floating
Rate
Fund
(1)
|
|
Equities
Small
Cap
Growth
Fund
(1)
|
|
Equities
Growth
Fund
(1)
|
|
Equities
Technology
Fund
(1)
|
|
|
|
Independent
Trustees
|
Joseph J. Ciprari
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
John C.
Salter
|
|
B
|
|
A
|
|
A
|
|
C
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
C
|
Raymond B. Woolson
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
|
Interested
Trustees
|
Jeffrey E. Gundlach
|
|
E
|
|
E
|
|
E
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
E
|
Philip A. Barach
|
|
E
|
|
D
|
|
E
|
|
A
|
|
E
|
|
A
|
|
A
|
|
A
|
|
A
|
|
E
|
R.
Brendt Stallings
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
|
A
|
(1)
|
The Floating Rate Fund commenced operations on February 1, 2013. The Equities Small Cap Growth Fund and the Equities Growth Fund commenced operations
on April 1, 2013. The Equities Technology Fund has not yet commenced operations as of the date of this Statement of Additional Information.
|
(2)
|
The term Family of Investment Companies as used herein includes the Funds, DoubleLine Opportunistic Credit Fund, and DoubleLine Income
Solutions Fund.
|
Trustee Interest in Advisers, Distributor or Affiliates
As of the end of the most recently completed calendar year, neither the Independent Trustees nor members of their immediate families own or have owned
securities beneficially or of record in the Advisers, Quasar Distributors, LLC (the
Distributor
), or any affiliate of the Advisers or Distributor during the past two calendar years, as shown by the chart below. As of the end of
the most recently completed calendar year, neither the Independent Trustees of the Trusts nor members of their immediate families, have or had a direct or indirect interest, the value of which exceeds $120,000 in the Advisers, the Distributor, or
any of their affiliates during the past two calendar years.
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Name of Owners and
Relationship to
Trustee
|
|
Company
|
|
Title of Class
|
|
Value of Securities
|
|
Percentage of
Class
|
|
|
|
|
|
|
Joseph
J. Ciprari
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
|
John C.
Salter
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
|
Raymond
B. Woolson
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
Trustee Material Interest in Any Transactions with Advisers, Distributor or Affiliates
During the two most recently completed calendar years, neither the Independent Trustees of the Trusts nor members of their immediate family, have
conducted any transactions (or series of transactions) in which the amount involved exceeds $120,000 and to which an Adviser, the Distributor, or any affiliate of an Adviser or Distributor was a party.
Compensation of Independent Trustees
The following table illustrates the annual compensation paid on a quarterly basis to each Trustee who is not an employee of an Adviser or its affiliates for his services as Trustee of the Funds and, if
applicable, the compensation paid to a Trustee for his service as the Audit Committee Chair and/or the lead Independent Trustee (such compensation being in addition to the fees received for serving on the Board).
|
|
|
Position
|
|
Annual
Compensation
|
Trustee
|
|
$210,000
|
Audit
Committee Chair
|
|
$15,000
|
Lead
Independent Trustee
|
|
$18,000
|
-67-
The fees shown above are prorated among the Funds. The Funds will also reimburse the Trustees for travel
and other out-of-pocket expenses incurred in connection with attending such meetings of the Trustees. Trustees do not receive any pension or retirement benefits as a result of their service as a trustee of the Trusts; however, DoubleLine Funds Trust
will pay a benefit to a former Trustee for a period of two years beginning September 4, 2012, at a rate equal to one-half of the rate at which the Independent Trustees were paid at the time of his resignation. Trustees and officers who are
employed by an Adviser or an affiliated company thereof do not receive any compensation or expense reimbursement from the Trusts.
The
following table illustrates the compensation paid to each Trustee by the Trusts and the Fund Complex for the fiscal year ended March 31, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Compensation from
the Funds
|
|
Total
|
Name of Trustee
|
|
Total
Return
Bond
Fund
|
|
Core
Fixed
Income
Fund
|
|
Emerging
Markets
Fixed
Income
Fund
|
|
Multi-
Asset
Growth
Fund
|
|
Low
Duration
Bond
Fund
|
|
Floating
Rate
Fund
(1)
|
|
Equities
Small
Cap
Growth
Fund
(1)
|
|
Equities
Growth
Fund
(1)
|
|
Equities
Technology
Fund
(1)
|
|
Compensation
from
Trust and
Fund
Complex
(
2
)
Paid to
Trustees
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph
J. Ciprari
|
|
$143,848
|
|
$12,225
|
|
$2,700
|
|
$748
|
|
$1,729
|
|
$375
|
|
$6,154
|
|
$3,846
|
|
$3,846
|
|
$201,344
|
John C.
Salter
|
|
$143,848
|
|
$12,225
|
|
$2,700
|
|
$748
|
|
$1,729
|
|
$375
|
|
$6,154
|
|
$3,846
|
|
$3,846
|
|
$201,344
|
Raymond B. Woolson
|
|
$162,608
|
|
$13,760
|
|
$3,058
|
|
$845
|
|
$1,979
|
|
$398
|
|
$13,538
|
|
$8,462
|
|
$8,462
|
|
$226,475
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey E. Gundlach
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip A. Barach
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
R. Brendt Stallings
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
(1)
|
The Fund has not completed a full fiscal year of operations; therefore, compensation is estimated for the Funds current fiscal year ending
March 31, 2014.
|
(
2
)
|
The term Fund Complex as used herein includes the Funds, DoubleLine Opportunistic Credit Fund, and DoubleLine Income Solutions Fund.
|
Retirement Policy
The Trusts have not adopted a retirement policy for their respective trustees.
-68-
Officers
The officers of the Trusts who are not also trustees of the Trusts are included in the table below. The business address for each officer is c/o DoubleLine Funds, 333 South Grand Avenue, Suite 1800, Los
Angeles, CA 90071.
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s) Held
with Trusts
|
|
Term of Office and Length of
Time Served
|
|
Principal Occupation(s)
During Past 5 Years
|
Ronald R. Redell,
1970
|
|
President
|
|
Indefinite/Since Inception
|
|
Trustee, President and Chief Executive Officer, DoubleLine Opportunistic Credit
Fund (since July 2011); President, DoubleLine Funds Trust (since January 2010); President, DoubleLine Equity Funds (since February 2013); Executive, DoubleLine Capital (since July 2010); Secretary, Eco-Earth Enrichment (childrens health
non-profit) (since September 2010). Formerly, President and CEO, TCW Funds, Inc. and TCW Strategic Income Fund, Inc.
|
Susan
Nichols,
1962
|
|
Treasurer and Principal
Financial and Accounting Officer
|
|
Indefinite/Since October 2011
|
|
Treasurer and Principal Financial and Accounting Officer, DoubleLine Opportunistic Credit
Fund (since July 2011); Treasurer, Principal Financial and Accounting Officer, DoubleLine Funds Trust (since October 2011); Treasurer and Principal Financial and Accounting Officer, DoubleLine Equity Funds (since February 2013); Director of Mutual
Funds Operations, DoubleLine Capital. Formerly, Southern Wholesaler, DoubleLine Capital. Formerly, Assistant Treasurer, DoubleLine Funds Trust. Formerly, Senior Vice President TCW.
|
Keith
T. Kirk,
1963
|
|
Chief Compliance Officer
|
|
Indefinite/Since
May 2012
|
|
Chief Compliance Officer, DoubleLine Opportunistic Credit Fund (since May 2012); Chief
Compliance Officer, DoubleLine Funds Trust (since May 2012); Chief Compliance Officer, DoubleLine Equity Funds (since February 2013); Deputy General Counsel and Chief Compliance Officer, DoubleLine Capital (since January 2012). Formerly, Independent
Compliance Consultant (from September 2009 through December 2011). Formerly, Chief Compliance Officer, Metropolitan West Asset
|
-69-
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s) Held
with Trusts
|
|
Term of Office and Length of
Time Served
|
|
Principal Occupation(s)
During Past 5 Years
|
|
|
|
|
|
|
Management LLC and Metropolitan West Funds (September 2004 through August
2009).
|
Louis C. Lucido, 1948
|
|
Secretary
|
|
Indefinite/Since Inception
|
|
Secretary, DoubleLine Opportunistic Credit Fund (since July 2011); Secretary, DoubleLine
Equity Funds (since February 2013); Secretary, DoubleLine Funds Trust (since April 2010); Chief Operating Officer of DoubleLine Capital (since June 2010); Secretary of DoubleLine Funds Trust (since June 2010); Member of Deans Executive Board,
Stern School of Business at New York University (since January 2007); Member of the Board of Directors of 826LA (since June 2013); Member of the Board of Directors of Junior Achievement of Southern California (since June 2013); Member of the Board
of Directors of CASA of Los Angeles (since February 2013). Formerly, Executive Vice President, DoubleLine Capital (from December 2009 through May 2010). Formerly, Group Managing Director, TCW.
|
Grace
Walker,
1970
|
|
Assistant Treasurer
|
|
Indefinite/Since
March 2012
|
|
Assistant Treasurer, DoubleLine Opportunistic Credit Fund (since March 2012); Assistant
Treasurer, DoubleLine Funds Trust (since March 2012); Assistant Treasurer, DoubleLine Equity Funds (since February 2013). Formerly, Assistant Treasurer of the private funds of Western Asset Management Company (from December 2004 through March
2012).
|
Cris
Santa Ana,
1965
|
|
Vice President
|
|
Indefinite/Since
April 2011
|
|
Vice President, DoubleLine Opportunistic Credit Fund (since July 2011); Vice President,
DoubleLine Funds Trust (since April 2011); Vice President, DoubleLine Equity Funds (since February 2013); Chief Risk Officer, DoubleLine Capital (since June 2010). Formerly, Chief Operating Officer, DoubleLine Capital (from December 2009 through May
2010). Formerly, Managing Director, TCW.
|
-70-
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s) Held
with Trusts
|
|
Term of Office and Length of
Time Served
|
|
Principal Occupation(s)
During Past 5 Years
|
Earl A. Lariscy, 1966
|
|
Vice President
|
|
Indefinite/Since
May 2012
|
|
Vice President, DoubleLine Equity Funds (since February 2013); Vice President, DoubleLine
Funds Trust (since May, 2012); General Counsel, DoubleLine Capital (since April 2010). Formerly, Director, Barclays Capital and Agency. Formerly, General Manager, Barclays Bank PLCs California-based banking operations. Formerly, Vice
President/Associate General Counsel, TCW. Formerly, Attorney, Linklaters.
|
David
Kennedy, 1964
|
|
Vice President
|
|
Indefinite/Since
May 2012
|
|
Vice President, DoubleLine Opportunistic Credit Fund (since May 2012); Vice President,
DoubleLine Funds Trust (since May 2012); Vice President, DoubleLine Equity Funds (since February 2013); Director, Trading and Settlements, DoubleLine Capital (since December 2009). Formerly, Senior Vice President of TCW.
|
Patrick A. Townzen, 1978
|
|
Vice President
|
|
Indefinite/Since
September 2012
|
|
Vice President, DoubleLine Opportunistic Credit Fund (since September 2012); Vice
President, DoubleLine Funds Trust (since September 2012); Vice President, DoubleLine Equity Funds (since February 2013); Director of Operations, DoubleLine Capital (since September 2012); Director of Operations, DoubleLine Capital (since September
2012). Formerly, Manager, Western Asset Management Company.
|
INVESTMENT ADVISORY AGREEMENTS
DoubleLine Funds Trust and DoubleLine Capital are parties to an Investment Management and Advisory Agreement (the
DoubleLine Capital Advisory
Agreement
). DoubleLine Capital was organized in 2009 as a Delaware limited liability company, and was converted into a Delaware limited partnership on December 23, 2009. The general partner of DoubleLine Capital is DoubleLine Capital
GP LLC, an entity that is wholly owned by Jeffrey E. Gundlach. As a result, Mr. Gundlach may be deemed to control DoubleLine Capital.
DoubleLine Equity Funds and DoubleLine Equity are parties to an Investment Management Agreement (the
DoubleLine Equity Advisory
Agreement
and, together with the DoubleLine Capital Advisory Agreement, the
Advisory Agreements
). DoubleLine Equity was organized in 2013 as a Delaware limited partnership. DoubleLine Equity was founded by Jeffrey
Gundlach, R. Brendt Stallings, and Husam Nazer in January 2013. The general partner of DoubleLine Equity is DoubleLine Capital GP LLC, an entity that is wholly owned by Jeffrey E. Gundlach. As a result, Mr. Gundlach may be deemed to control
DoubleLine Equity.
-71-
DoubleLine Capital and DoubleLine Equity share certain personnel and other resources through contractual
arrangements with DoubleLine Group LP. The general partner of DoubleLine Group LP is DoubleLine Capital GP LLC, an entity that is wholly owned by Jeffrey E. Gundlach. As a result, Mr. Gundlach may be deemed to control DoubleLine Group LP.
Under each Trusts Advisory Agreement, the Trust retains the Adviser to manage the investment of its assets, to place orders for
the purchase and sale of its portfolio securities, to administer its day-to-day operations, and to be responsible for overall management of the Trusts business affairs subject to the oversight of the Board of Trustees of the Trust. The Adviser
is responsible for obtaining and evaluating economic, statistical, and financial data and for formulating and implementing investment programs in furtherance of each Funds investment objective.
Each Adviser furnishes to the its respective Trust office space at such places as are agreed upon from time to time and all office facilities, business
equipment, supplies, utilities and telephone service necessary for managing the affairs and investments and arranges for officers or employees of the Adviser to serve, without compensation from the Trust, as officers, trustees or employees of the
Trust if desired and reasonably required by the Trust.
Each Fund pays a monthly fee to its respective Adviser, calculated at the following
annual rate (as a percentage of each Funds average daily net asset value):
|
|
|
|
|
Total Return Bond Fund
|
|
|
0.40
|
%
|
Core Fixed Income Fund
|
|
|
0.40
|
%
|
Emerging Markets Fixed Income Fund
|
|
|
0.75
|
%
|
Multi-Asset Growth Fund
|
|
|
1.00
|
%
|
Low Duration Bond Fund
|
|
|
0.35
|
%
|
Floating Rate Fund
|
|
|
0.50
|
%
|
Equities Small Cap Growth Fund
|
|
|
0.90
|
%
|
Equities Growth Fund
|
|
|
0.80
|
%
|
Equities Technology Fund
|
|
|
0.85
|
%
|
Each Adviser has agreed to waive its investment advisory fee and to reimburse other ordinary operating expenses
of each Fund listed below, as applicable, to the extent necessary to limit the ordinary operating expenses of each class of the Funds shares to an amount not to exceed the following annual rates (based on the each class of shares average
daily net assets):
|
|
|
|
|
|
|
|
|
|
|
Class I
|
|
Class N
|
|
Class A
|
|
Class C
|
Emerging Markets Fixed Income Fund
|
|
0.95%
|
|
1.20%
|
|
|
|
|
Multi-Asset Growth Fund
|
|
1.20%
|
|
1.45%
|
|
1.45%
|
|
2.20%
|
Low Duration Bond Fund
|
|
0.47%
|
|
0.72%
|
|
|
|
|
Floating Rate Fund
|
|
0.75%
|
|
1.00%
|
|
|
|
|
Equities Small Cap Growth Fund
|
|
1.15%
|
|
1.40%
|
|
|
|
|
Equities Growth Fund
|
|
1.05%
|
|
1.30%
|
|
|
|
|
Equities Technology Fund
|
|
1.10%
|
|
1.35%
|
|
|
|
|
Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses,
interest expenses, Acquired Fund Fees and Expenses, and any extraordinary expenses. The expense limitations described above are expected to apply until at least July 31, 2014. However, these expense limitations may be terminated by a
Funds Board of Trustees at any time.
Each Adviser is permitted to be reimbursed for fee waivers and/or expense reimbursements it makes
to a Fund in the prior three fiscal years. Each Fund must pay its current ordinary operating expenses before the Adviser is entitled to any reimbursement of fees waived and/or expenses reimbursed. Any such reimbursement requested by the Adviser is
subject to review and approval by the Funds Board of Trustees and will be subject to the Funds expense limitations in place when the fees were waived or the expenses were reimbursed. The expense limitations in place for the Emerging
Markets Fixed Income Fund, the Multi-Asset Growth Fund, and the Low Duration Bond Fund have remained the same since the inception of each of those Funds and are described above. With respect to the Total Return Bond Fund and the Core Fixed Income
Fund, DoubleLine Capital had contractually agreed to limit ordinary operating expenses to an amount not to exceed 0.49% for Class I shares or 0.74% for Class N shares for the periods from inception through July 24, 2012.
-72-
DoubleLine Capital has contractually waived a portion of its fees or reimbursed certain operating
expenses and may recapture a portion of the amounts shown below no later than the dates stated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of
Expiration
|
|
Total Return
Bond Fund
|
|
|
Core Fixed
Income Fund
|
|
|
Emerging
Markets Fixed
Income Fund
|
|
|
Multi-Asset
Growth
Fund
|
|
|
Low Duration
Bond Fund
|
|
|
Floating
Rate Fund
|
|
March 31, 2014
|
|
$
|
1,235,309
|
|
|
$
|
231,152
|
|
|
$
|
210,883
|
|
|
$
|
79,472
|
|
|
|
|
|
|
|
|
|
March 31, 2015
|
|
$
|
1,594,218
|
|
|
$
|
461,517
|
|
|
|
|
|
|
$
|
270,424
|
|
|
$
|
206,049
|
|
|
|
|
|
March 31, 2016
|
|
$
|
12,622
|
|
|
$
|
172,424
|
|
|
$
|
11,145
|
|
|
$
|
225,268
|
|
|
$
|
246,512
|
|
|
$
|
80,826
|
|
Except for expenses specifically assumed by the Advisers under the Advisory Agreements, each Fund bears all expenses
incurred in its operations. Fund expenses include the fee of the Funds Adviser; expenses of the Plan of Distribution pursuant to Rule 12b-1; compensation and expenses of trustees who are not officers or employees of the Adviser; registration,
filing and other fees in connection with filings with states and other regulatory authorities; fees and expenses of independent accountants; the expenses of printing and mailing proxy statements and shareholder reports; custodian and transfer and
dividend disbursing agent charges and sub-transfer agency and shareholder servicing expenses; brokerage fees and commissions and securities transaction costs; taxes and government fees; legal fees; the fees of any trade association; the costs of the
administrator and fund accountant; compliance support services; the cost of stock certificates, if any, representing shares of the Fund; organizational expenses; expenses of shareholder and trustee meetings; the cost and expense of printing,
including typesetting, and distributing prospectuses and supplements thereto to the Funds shareholders; premiums for the fidelity bond and any errors and omissions insurance; interest and taxes; and any other ordinary or extraordinary expenses
incurred in the course of the Funds business. The 12b-1 fees relating to the Class A, Class C and Class N shares will be directly allocated to that class.
Each Advisory Agreement will continue in effect as to the relevant Fund initially for two years and thereafter from year to year if such continuance is specifically approved at least annually by
(a) the Board of Trustees of the relevant Trust or by the vote of a majority of the outstanding voting securities of the Fund, and (b) vote of a majority of the Trustees who are not interested persons of the Trust or the Adviser (the
Independent Trustees), cast in person at a meeting called for the purpose of voting on such approval. Each Advisory Agreement may be terminated without penalty at any time on 60 days written notice, by vote of a majority of the Board of
Trustees of the relevant Trust or by vote of a majority of the outstanding voting securities of the Fund. Each Advisory Agreement terminates automatically in the event of its assignment.
Each Advisory Agreement also provides that the Adviser shall not be liable to the Trust for any actions or omissions except for liability resulting from its gross negligence, willful misfeasance, bad
faith, or from reckless disregard of its duties.
Advisory fees, fee waivers and expense reimbursements/(recoupment) for the past three fiscal
years were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year
ending
March 31, 2011:
(1)
|
|
Gross Advisory
Fee
|
|
|
Fees Waived/Expenses
Paid
or
Expenses
Reimbursed/(Recouped)
|
|
|
Net Advisory
Fees Paid
|
|
Total Return Bond Fund
|
|
|
$10,640,981
|
|
|
|
$1,235,309
|
|
|
|
$9,405,672
|
|
Core Fixed Income Fund
|
|
|
$259,203
|
|
|
|
$231,152
|
|
|
|
$28,051
|
|
Emerging Markets Fixed Income Fund
|
|
|
$429,298
|
|
|
|
$210,883
|
|
|
|
$218,415
|
|
Multi-Asset Growth Fund
|
|
|
$19,914
|
|
|
|
$80,825
|
|
|
|
$0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year
ending
March 31, 2012:
|
|
Gross Advisory
Fee
|
|
|
Fees Waived/Expenses
Paid
or
Expenses
Reimbursed/(Recouped)
|
|
|
Net Advisory
Fees Paid
|
|
Total Return Bond Fund
|
|
|
$48,900,892
|
|
|
|
$1,594,218
|
|
|
|
$47,306,674
|
|
Core Fixed Income Fund
|
|
|
$3,671,920
|
|
|
|
$461,517
|
|
|
|
$3,210,403
|
|
Emerging Markets Fixed Income Fund
|
|
|
$1,747,742
|
|
|
|
$0
|
|
|
|
$1,747,742
|
|
Multi-Asset Growth Fund
|
|
|
$653,241
|
|
|
|
$350,372
|
|
|
|
$302,869
|
|
Low Duration Bond
Fund
(1)
|
|
|
$152,128
|
|
|
|
$206,049
|
|
|
|
$0
|
|
-73-
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal year
ending
March 31, 2013:
|
|
Gross Advisory
Fee
|
|
|
Fees Waived/Expenses
Paid
or
Expenses
Reimbursed/(Recouped)
|
|
|
Net Advisory
Fees Paid
|
|
Total Return Bond Fund
|
|
|
$129,522,833
|
|
|
|
$12,622
|
|
|
|
$129,510,211
|
|
Core Fixed Income Fund
|
|
|
$10,402,028
|
|
|
|
$203,659
|
|
|
|
$10,198,369
|
|
Emerging Markets Fixed Income Fund
|
|
|
$4,696,862
|
|
|
|
$11,145
|
|
|
|
$4,685,717
|
|
Multi-Asset Growth Fund
|
|
|
$1,836,133
|
|
|
|
$391,977
|
|
|
|
$1,444,156
|
|
Low Duration Bond Fund
|
|
|
$1,505,174
|
|
|
|
$246,512
|
|
|
|
$1,258,662
|
|
Floating Rate Fund
(1)
|
|
|
$32,153
|
|
|
|
$80,826
|
|
|
|
$0
|
|
(1)
|
The Total Return Bond Fund and the Emerging Markets Fixed Income Fund commenced operations on April 6, 2010. The Core Fixed Income Fund commenced
operations on June 1, 2010. The Multi-Asset Growth Fund commenced operations on December 20, 2010. The Low Duration Bond Fund commenced operations on September 30, 2011. The Floating Rate Fund commenced operations on February 1,
2013. The Equities Small Cap Growth Fund, the Equities Growth Fund, and the Equities Technology Fund had not commenced operations as of March 31, 2013.
|
CODE OF ETHICS
Both the Trusts and the Advisers have
adopted a joint code of ethics under Rule 17j-1 of the 1940 Act (the
Code
). While the Code permits personnel subject thereto to invest in securities, including securities that may be purchased or held by the Funds, they also
subject such personnel, other than Trustees of the Funds that are not interested persons of the Funds within the meaning of Section 2(a)(19) of the 1940 Act, to a number of procedures and prohibitions with respect to investment activities.
These procedures include (1) reporting, including on a quarterly and annual basis, of accounts, position and transaction information, other than positions in certain securities that are excluded from the reporting requirements of Rule 17j-1(d);
(2) pre-clearance of securities transactions other than transactions in certain excluded securities and other than certain exclusions based on de minimis trade sizes; and (3) a pre-approval requirement with respect to the purchase of any
securities in a private placement, initial public offering or limited offering. A copy of the Code of Ethics will be provided upon request. The Code also prohibits the investment by subject personnel in (1) any security on each Advisers
list of restricted securities; (2) uncovered short sales; and (3) uncovered options. Additional restrictions and prohibitions also apply to certain investment personnel subject to the Code, including portfolio managers.
PROXY VOTING POLICIES
The determination of how to vote proxies relating to a Funds portfolio securities is made by the Funds Adviser pursuant to its written proxy voting policies and procedures (the
Proxy
Policy
), which have been adopted pursuant to Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the
Advisers Act
). The Proxy Policy also applies to any voting rights and/or consent rights on behalf of
the portfolio securities, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures.
The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of the Funds and their shareholders. Under the
Proxy Policy, a Funds Adviser will review each proxy to determine whether there may be a material conflict between the Adviser and the Fund. If no conflict exists, the Adviser will vote the proxy on a case-by-case basis in the best interest of
each client under the circumstances, taking into account, but not necessarily being bound by, any recommendation made by any third-party vendor that has been engaged by the Adviser to provide recommendations on the voting of proxies.
If a material conflict does exist, the Funds Adviser will seek to resolve any such conflict in accordance with the Proxy Policy, which seeks
to resolve such conflict in the Funds best interest by pursuing any one of the following courses of action: (i) convening a committee to assess and resolve the conflict; (ii) voting in accordance with the recommendation of an
independent third-party service provider; (iii) voting in accordance with the instructions of the Funds Board of Trustees, or any committee thereof; or (iv) not voting the Proxy. In voting proxies, including those in which a material
conflict may be determined to exist, the Funds Adviser may also consider the factors and guidelines included in its Proxy Policy.
In certain limited circumstances, particularly in the area of structured finance, a Funds Adviser may enter into voting agreements or other
contractual obligations that govern the voting of shares and, in such cases, will vote any proxy in accordance with such agreement or obligation.
In addition, where an Adviser determines that there are unusual costs and/or difficulties associated with voting a proxy, which more typically might be the case with respect to proxies of non-U.S.
issuers, the Adviser reserves the right to not vote a proxy unless it determines that the potential benefits of voting the proxy exceed the expected cost to the relevant Fund.
-74-
Each Adviser supervises and periodically reviews its proxy voting activities and implementation of the
Proxy Policy.
Information about how a 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.
Copies of the written Proxy Policy are available by calling 877-DLine11 (877-354-6311).
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Except as noted below in the
table, to the Trusts knowledge, no persons own of record 5% or more of any class of shares of a Fund. No person is reflected on the books and records of DoubleLine Funds Trust as owning beneficially 5% or more of the outstanding shares of any
class of any Fund of the Trust as of June 30, 2013. Some of the accounts described below with respect to the Equities Small Cap Growth Fund and the Equities Growth Fund are held in significant part or entirely by employees or officers of the
Advisers. As of June 30, 2013, the Equities Technology Fund may be deemed to be controlled by DoubleLine Investment Corporation, which provided initial capital to the Fund and owned all of the outstanding shares of the Fund. A shareholder who
beneficially owns 25% or more of a Fund is presumed to control that Fund and such shareholders will be able to affect the outcome of matters presented for a vote of that Funds shareholders. Persons controlling a Fund may be able to determine
the outcome of any proposal submitted to the shareholders for approval, including changes to the Funds fundamental policies or the terms of the Advisory Agreement with the Adviser. As of June 30, 2013, the Trustees and officers of DoubleLine
Funds Trust, as a group, did not own more than 1% of the outstanding shares of any class of any Fund of the Trust. As of June 30, 2013, the Trustees and officers of DoubleLine Equity Funds owned approximately 98.25% of the Class I shares of the
Equities Growth Fund and approximately 33.1% of the Class I shares of the Equities Small Cap Growth Fund.
|
|
|
|
|
Fund/Class
|
|
Shareholder
Name & Address
|
|
% held as of
June 30, 2013
|
Total Return Bond Fund
Class I Shares
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
23.99%
|
|
|
Merrill Lynch Pierce Fenner & Smith, Inc.
For the sole benefit of its customers
4800 Deer
Lake Dr. E.
Jacksonville, FL 32246-6484
|
|
9.39%
|
-75-
|
|
|
|
|
Fund/Class
|
|
Shareholder
Name & Address
|
|
% held as of
June 30, 2013
|
Total Return Bond Fund
Class N Shares
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
22.01%
|
|
|
UBS WM USA
1000 Harbor Blvd. 5th Fl.
Weehawken, NJ 07086-6761
|
|
20.66%
|
|
|
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
|
|
5.04%
|
Core Fixed Income Fund
Class I Shares
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
26.05%
|
|
|
Merrill Lynch Pierce Fenner & Smith, Inc.
For the sole benefit of its customers
4800 Deer
Lake Dr. E.
Jacksonville, FL 32246-6484
|
|
11.29%
|
|
|
Tiedemann Trust Company
Attention: Trust Department
1201 N. Market Street Ste. 1406
Wilmington, DE 19801-1163
|
|
7.28%
|
|
|
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
P.O. Box 2226
Omaha, NE
68103-2226
|
|
6.55%
|
Core Fixed Income Fund
Class N Shares
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
29.87%
|
|
|
UBS WM USA
1000 Harbor Blvd. 5th Fl.
Weehawken, NJ 07086-6761
|
|
14.57%
|
|
|
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
P.O. Box 2226
Omaha, NE
68103-2226
|
|
11.68%
|
|
|
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
|
|
8.29%
|
-76-
|
|
|
|
|
Fund/Class
|
|
Shareholder
Name & Address
|
|
% held as of
June 30, 2013
|
|
|
Genworth Financial Trust Company
3200 N Central Ave. Fl. 7
Phoenix, AZ 85012-2468
|
|
7.32%
|
Emerging Markets Fixed Income Fund
Class I Shares
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
28.33%
|
|
|
NFS LLC for the Exclusive Benefit of US Bank National Association
1555 N Riverside Dr. Ste. 302
Milwaukee, WI
53212-3958
|
|
12.07%
|
|
|
Merrill Lynch Pierce Fenner & Smith, Inc.
For the sole benefit of its customers
4800 Deer
Lake Dr. E.
Jacksonville, FL 32246-6484
|
|
10.44%
|
|
|
TD Ameritrade Inc. for the Benefit of our Customers
P.O. Box 2226
Omaha, NE 68103-2226
|
|
6.88%
|
Emerging Markets Fixed Income Fund
Class N Shares
|
|
Genworth Financial Trust Company
3200 N Central Ave. Fl. 7
Phoenix, AZ 85012-2468
|
|
33.03%
|
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
24.91%
|
|
|
UBS WM USA
1000 Harbor Blvd. 5th Fl.
Weehawken, NJ 07086-6761
|
|
11.09%
|
|
|
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
P.O. Box 2226
Omaha, NE
68103-2226
|
|
10.29%
|
|
|
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
|
|
5.49%
|
Multi-Asset Growth Fund
Class A Shares
|
|
Genworth Financial Trust Company
3200 N Central Ave. Fl. 7
Phoenix, AZ 85012-2468
|
|
69.66%
|
|
|
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
|
|
8.18%
|
-77-
|
|
|
|
|
Fund/Class
|
|
Shareholder
Name & Address
|
|
% held as of
June 30, 2013
|
|
|
UBS WM USA
1000 Harbor Blvd. 5th Fl.
Weehawken, NJ 07086-6761
|
|
7.33%
|
Multi-Asset Growth Fund
Class I Shares
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
24.15%
|
|
|
Genworth Financial Trust Company
3200 N Central Ave. Fl. 7
Phoenix, AZ 85012-2468
|
|
9.53%
|
|
|
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
P.O. Box 2226
Omaha, NE
68103-2226
|
|
7.88%
|
|
|
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
|
|
7.36%
|
Low Duration Bond Fund
Class I Shares
|
|
Charles Schwab & Co., Inc.
Attn: Mutual Funds
211 Main St.
San Francisco, CA 94105-1905
|
|
31.89%
|
|
|
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
|
|
9.87%
|
|
|
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
P.O. Box 2226
Omaha, NE
68103-2226
|
|
8.88%
|
Low Duration Bond Fund
Class N Shares
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
15.02%
|
|
|
Genworth Financial Trust Company
3200 N Central Ave. Fl. 7
Phoenix, AZ 85012-2468
|
|
12.11%
|
|
|
UBS WM USA
1000 Harbor Blvd. 5th Fl.
Weehawken, NJ 07086-6761
|
|
10.83%
|
-78-
|
|
|
|
|
Fund/Class
|
|
Shareholder
Name & Address
|
|
% held as of
June 30, 2013
|
Equities Small Cap Growth Fund
Class I
Shares
*
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
51.80%
|
|
|
NFS LLC for the Exclusive Benefit of Arthur Williams III
1502 NW Sawgrass Way
Palm City, FL
34990-8069
|
|
8.46%
|
|
|
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
P.O. Box 2226
Omaha, NE
68103-2226
|
|
6.45%
|
|
|
NFS LLC for the Exclusive Benefit of AWSGC Holdings LLC
6 Sunset Drive
Summit, NJ
07901-2323
|
|
5.02%
|
Equities Small Cap Growth Fund
Class N
Shares
|
|
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
P.O. Box 2226
Omaha, NE
68103-2226
|
|
32.98%
|
|
|
Charles Schwab & Co., Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
|
26.86%
|
Equities Growth Fund
Class I Shares
|
|
Robert Brendt Stallings
333 S. Grand Ave., Fl. 18
Los Angeles, CA 90071-1504
|
|
43.67%
|
|
|
Husam Nazer & Nadia Abukhodeir JTWROS
333 S. Grand Ave., Fl. 18
Los Angeles, CA
90071-1504
|
|
43.67%
|
|
|
Louis C. Lucido & Carolyn M. Lucido Jtwros
333 S. Grand Ave., Fl. 18
Los Angeles, CA
90071-1504
|
|
8.73%
|
Equities Growth Fund
Class N Shares
|
|
DoubleLine Investment Corp.**
333 S. Grand Ave., Fl. 18
Los Angeles, CA 90071-1504
|
|
100%
|
*
|
DoubleLine Equity has been informed that Husam Nazer and R. Brendt Stallings beneficially own approximately 13.9% and 15.8%, respectively, of the Class I shares of the
Equities Small Cap Growth Fund as of June 30, 2013.
|
**
|
DoubleLine Investment Corp. is a wholly owned subsidiary of DoubleLine Holdings LP and provided the seed capital for the launch of the Equities Growth Fund.
|
-79-
PORTFOLIO MANAGEMENT
Portfolio Manager Compensation
DoubleLine Capital LP and DoubleLine Equity LP
The overall objective of the compensation program for portfolio managers is for the Advisers 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 generally 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 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 each Adviser, taking into account factors relevant to the portfolio managers contribution to the success of that 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. Each 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 efforts and client servicing; seniority/length of service with the firm; management and supervisory
responsibilities; and fulfillment of each Advisers leadership criteria.
Ownership of Securities and Other Managed Accounts
The following table sets forth certain information, as of June 30, 2013, regarding all of the accounts managed by the portfolio
managers. Total assets in the tables are in millions. Certain portfolio managers invest in their investment strategy through investment vehicles other than the Funds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Fee Accounts
|
Portfolio
Manager
|
|
Registered
Investment Companies
|
|
Other Pooled
Investment Vehicles
|
|
Other Accounts
|
|
Registered
Investment Companies
|
|
Other Pooled
Investment Vehicles
|
|
Other Accounts
|
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
Jeffrey E. Gundlach
|
|
11
|
|
$46,074.5
(1)
|
|
14
|
|
$5,672.3
|
|
36
|
|
$3,612.4
|
|
0
|
|
$
|
|
2
|
|
$3,553.1
|
|
0
|
|
$
|
Philip A. Barach
|
|
5
|
|
$40,136.2
(2)
|
|
7
|
|
$4,050.3
|
|
36
|
|
$3,612.4
|
|
0
|
|
$
|
|
2
|
|
$3,553.1
|
|
0
|
|
$
|
Luz M. Padilla
|
|
7
|
|
$4,874.8
(3)
|
|
1
|
|
$25.9
|
|
3
|
|
$299.4
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
Jeffrey J. Sherman
|
|
1
|
|
$245.8
(4)
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
Bonnie Baha
|
|
6
|
|
$
4,325.7
(5
)
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
-80-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Fee Accounts
|
Portfolio
Manager
|
|
Registered
Investment Companies
|
|
Other Pooled
Investment Vehicles
|
|
Other Accounts
|
|
Registered
Investment Companies
|
|
Other Pooled
Investment Vehicles
|
|
Other Accounts
|
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
|
Number
of
Accounts
|
|
Total
Assets
($Million)
|
Samuel Garza
|
|
1
|
|
$245.8
(6)
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
Robert Cohen
|
|
1
|
|
$145.3
(7)
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
Husam Nazer
|
|
2
|
|
$6.6
(8)
|
|
5
|
|
$1.2
|
|
2
|
|
$3.4
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
R. Brendt Stallings
|
|
1
|
|
$1.1
(9)
|
|
4
|
|
$0.9
|
|
2
|
|
$3.4
|
|
0
|
|
$
|
|
0
|
|
$
|
|
0
|
|
$
|
(1)
|
Mr. Gundlach manages the Total Return Bond Fund with total assets of $38,838,790,171, the Core Fixed Income Fund with total assets of $2,290,371,105, and the
Multi-Asset Growth Fund with total assets of $245,826,760.
|
(2)
|
Mr. Barach manages the Total Return Bond Fund with total assets of $38,838,790,171 and the Low Duration Bond Fund with total assets of $644,070,993.
|
(3)
|
Ms. Padilla manages the Emerging Markets Fixed Income Fund with total assets of $683,493,736, the Multi-Asset Growth Fund with total assets of $245,826,760 and the
Low Duration Bond Fund with total assets of $644,070,993.
|
(4)
|
Mr. Sherman manages the Multi-Asset Growth Fund with total assets of $245,826,760.
|
(5)
|
Ms. Baha manages the Multi-Asset Growth Fund with total assets of $245,826,760, the Low Duration Bond Fund with total assets of $644,070,993 and the Floating Rate
Fund with total assets of $145,282,109.
|
(6)
|
Mr. Garza manages the Multi-Asset Growth Fund with total assets of $245,826,760.
|
(7)
|
Mr. Cohen manages the Floating Rate Fund with total assets of $145,282,109.
|
(8)
|
Mr. Nazer manages the Equities Small Cap Growth Fund with total assets of $5,412,300, the Equities Growth Fund with total assets of $1,149,397 and the Equities
Technology Fund with nominal total assets as of the date of this Statement of Additional Information.
|
(9)
|
Mr. Stallings manages the Equities Growth Fund with total assets of $1,149,397 and the Equities Technology Fund with nominal total assets as of the date of this
Statement of Additional Information.
|
The following table sets forth the dollar amount of securities of the Funds owned by each
portfolio manager as of March 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar
Range of Equity Securities
(None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000,
$500,001-
$1,000,000, Over $1,000,000)
in the:
|
Name of Portfolio
Manager
|
|
Total Return
Bond
Fund
|
|
Core Fixed
Income Fund
|
|
Emerging Markets
Fixed Income
Fund
|
|
Multi-Asset
Growth
Fund
|
|
Low
Duration
Bond Fund
|
|
Floating
Rate Fund
|
|
Equities
Small Cap
Growth
Fund
|
|
Equities
Growth
Fund
|
|
Equities
Technology
Fund
|
Jeffrey E. Gundlach
|
|
Over $1,000,000
|
|
Over $1,000,000
|
|
$100,001-$500,000
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
Philip A. Barach
|
|
Over $1,000,000
|
|
$50,001-
$100,000
|
|
$500,001-$1,000,000
|
|
None
|
|
$100,001-
$500,000
|
|
None
|
|
None
|
|
None
|
|
None
|
Luz M. Padilla
|
|
$10,001-$50,000
|
|
$100,001-
$500,000
|
|
$100,001-$500,000
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
Jeffrey J. Sherman
|
|
$100,001-
$500,000
|
|
None
|
|
$10,001-$50,000
|
|
$10,001-
$50,000
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
Bonnie Baha
|
|
$100,001-
$500,000
|
|
$100,001-
$500,000
|
|
$100,001-$500,000
|
|
$100,001-
$500,000
|
|
$100,001-
$500,000
|
|
None
|
|
None
|
|
None
|
|
None
|
Samuel Garza
|
|
$100,001-
$500,000
|
|
$10,001-$50,000
|
|
$10,001-$50,000
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
Robert Cohen
|
|
$10,001-$50,000
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
Husam Nazer
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
R. Brendt Stallings
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
Conflicts
From time to time, potential and actual conflicts of interest may arise between a portfolio managers management of the investments of a 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 an Advisers other business activities. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Funds, be
managed (benchmarked) against the same index a Fund tracks, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. The other accounts might also have different investment objectives or
strategies than the Funds.
Knowledge and Timing of Fund Trades
. A potential conflict of interest may arise as a result of the
portfolio managers management of a Fund. Because of their positions with the Funds, the portfolio managers know the size, timing and possible market impact of a 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 a Fund.
-81-
Investment Opportunities
. A potential conflict of interest may arise as a result of the portfolio
managers management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both a 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 a 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 each 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. Each 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 Funds and certain pooled investment vehicles, including investment
opportunity allocation issues.
Conflicts potentially limiting a Funds investment opportunities may also arise when the Fund and other
clients of an 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 an Adviser or an Adviser may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting a Funds investment opportunities. Additionally, if an
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 a Fund or other clients. When making investment decisions where a conflict of interest may arise, each Adviser will endeavor to act in a fair and equitable manner between a Fund and other clients; however, in certain instances the resolution of
the conflict may result in an 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 a Fund.
Broad and Wide-Ranging Activities
. The portfolio managers, each Adviser and its affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, the
portfolio managers, each 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 a Fund.
Possible Future Activities
. Each Adviser and its affiliates may expand the range of services that it provides over time. Except as
provided herein, each 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. Each 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 a Fund. These clients may themselves represent appropriate investment opportunities for a Fund or may compete with a 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 the 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 a Fund. Each Adviser has adopted policies and procedures
reasonably designed to allocate investment opportunities between the Funds and performance fee based accounts on a fair and equitable basis over time.
DISTRIBUTION OF TRUST SHARES
Quasar Distributors, LLC
(
Distributor
) 615 East Michigan Street, Milwaukee, Wisconsin 53202 serves as the nonexclusive distributor of each class of the Funds shares pursuant to a Distribution Agreement (
Distribution Agreement
)
with each Trust which is subject to approval by the Board of that Trust. The Distributor has agreed to sell shares of the Funds on a best efforts basis as agent for each Fund upon the terms and at the current offering price (plus sales charge, if
any) described in the Funds prospectuses. Each Trusts Distribution Agreement is terminable without penalty, on not less than 60 days notice, by the Trusts Board of Trustees, by vote of holders of a majority of the
Trusts shares, or by the Distributor. The Distributor receives no compensation from the Trusts except payments pursuant to the Trusts respective amended and restated distribution plans adopted pursuant to Rule 12b-1 under the 1940 Act
(
Distribution Plans
).
-82-
The Funds intend to make a continuous offering of their shares. Each of the Total Return Bond Fund, the
Core Fixed Income Fund, the Emerging Markets Fixed Income Fund, the Low Duration Bond Fund, the Floating Rate Fund, the Equities Small Cap Growth Fund, the Equities Growth Fund, and the Equities Technology Fund offers two classes of shares:
Institutional Class or Class I shares and Class N or Investor Class shares. The Multi-Asset Growth Fund offers four classes of shares: Class A shares, Class C shares, Class I shares, and Class N shares. Class I shares are offered primarily
for direct investment by investors who can meet the high minimum initial investment amount described in the Funds Prospectuses. Class A, Class C, and Class N shares are offered through firms which are members of the Financial Industry
Regulatory Authority (
FINRA
), and which have dealer agreements with the Distributor and other financial intermediaries.
Each Trust has adopted a plan pursuant to Rule 18f-3 under the 1940 Act (
Rule 18f-3 Plan
). Under the Rule 18f-3 Plan, shares of each
class of each Fund represent an equal pro rata interest in such class of shares of the Fund and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and
conditions, except that: (a) each class has a different designation; (b) each class of shares bears any class-specific expenses allocated to it; and (c) each class has exclusive voting rights on any matter submitted to shareholders
that relates solely to its distribution or service arrangements, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class. In addition, each
class may have a differing sales charge structure, and differing exchange and conversion features.
The Funds have adopted Distribution Plans
under which a Fund may make payments and bear expenses related to the distribution of the Funds shares. The Distribution Plans are compensation plans that provide for payments at annual rates (based on average daily net assets) of 0.25% on
Class A and Class N shares and 1.00% on Class C shares. (At least 0.25% of the amount paid under the Distribution Plans in respect of Class C shares is intended to provide compensation for shareholder servicing.) Payments will be made to firms
that are members of FINRA and other financial intermediaries for distribution and related services. Payments made pursuant to the Distribution Plans may be paid, either directly or through the Distributor, to various entities, including,
potentially, certain DoubleLine affiliates. Services which a firm will provide may include, but are not limited to, the following functions: providing facilities to answer questions from prospective investors about the Funds; receiving and answering
correspondence, including requests for prospectuses and statements of additional information; preparing, printing and delivering prospectuses and shareholder reports to prospective shareholders; complying with federal and state securities laws
pertaining to the sale of Class A shares, Class C shares, and Class N shares; and assisting investors in completing application forms and selecting dividend and other account options. Because fees paid under the Distribution Plans are paid out
of the relevant Funds assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other sales charges. Since compensation under the Distribution Plans is not directly tied to the
expenses incurred by the Distributor, the compensation received by it from the amounts collected under the Distribution Plans during any fiscal year may be more or less than its actual expenses and may result in a profit to the Distributor.
Each Distribution Plan provides that it may not be amended to increase materially the costs which Class A, Class C and Class N
shareholders may bear under the Distribution Plan without the approval of a majority of the outstanding voting securities of the respective class and by vote of a majority of both (i) the Board of Trustees of the Trust, and (ii) the
Independent Trustees of the Trust who have no direct or indirect financial interest in the operation of the Distribution Plan or any agreements related to it, cast in person at a meeting called for the purpose of voting on the Distribution Plan and
any related agreements.
Each Distribution Plan provides that it shall continue in effect so long as such continuance is specifically approved
at least annually by the vote of a majority of both (i) the Board of Trustees of the Trust, and (ii) the Independent Trustees of the Trust who have no direct or indirect financial interest in the operation of the Distribution Plan or any
agreements related to it cast in person at a meeting called for the purpose of voting on the Distribution Plan and any related agreements.
Each Fund may make payments under the relevant Distribution Plan in respect of a class of shares of the Fund when shares of that class are not available
for purchase.
In addition to payments under the Distribution Plans, the Funds, the Distributor and/or the Advisers may make payments to
financial intermediaries that provide certain administrative, recordkeeping, and account maintenance services to clients, plan participants and others (collectively,
Clients
) on whose behalf they maintain accounts in which shares
of a Fund are held (
Services Payments
). See Payments to Financial Intermediaries in the Prospectuses for more information.
The compensation paid by the Funds, the Distributor, and/or the Advisers to a financial intermediary may be paid continually over time, during the period when the intermediarys Clients hold
investments in the Funds. The compensation to financial intermediaries may include networking fees and account-based fees. The amount of continuing compensation paid by the Funds, the Distributor, and/or the Advisers to different financial
intermediaries varies and may, but will not necessarily, reflect the provision of enhanced or
-83-
additional services by the financial intermediary.
The Distributor, the Advisers,
and/or the Funds may enter into distribution and/or shareholder servicing arrangements with financial intermediaries from time to time. Although the Advisers may use financial intermediaries that sell Fund shares to execute portfolio transactions
for the Funds, the Advisers will not consider the sale of Fund shares as a factor when choosing financial intermediaries to execute those portfolio transactions.
The tables below show the amount of 12b-1 fees incurred and the principal types of activities for which such payments were made in respect of Class N shares of the Total Return Bond Fund, Core Fixed
Income Fund, Emerging Markets Fixed Income Fund, Low Duration Bond Fund, and Floating Rate Fund, and Class A shares of the Multi-Asset Growth Fund, as well as the amount of Services Payments paid by each Fund, for the fiscal period ended
March 31, 2013. The Equities Small Cap Growth Fund, the Equities Growth Fund, and the Equities Technology Fund had not commenced operations as of March 31, 2013, and therefore did not incur any 12b-1 fees or make any Service Payments
during the fiscal period ended March 31, 2013.
|
|
|
Fund - Class
|
|
12b-1 fees
incurred
|
Total
Return Bond Fund Class N
|
|
$20,248,507
|
Core
Fixed Income Fund Class N
|
|
$1,756,057
|
Emerging
Markets Fixed Income Fund Class N
|
|
$311,941
|
Multi-Asset Growth Fund Class A
|
|
$217,122
|
Low
Duration Bond Fund Class N
|
|
$400,517
|
Floating
Rate Fund
(1)
Class N
|
|
$0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Advertising
and
Marketing
|
|
Printing
and
Postage
|
|
Payment to
Distributor
|
|
Payment to
Dealers
|
|
Compensation
to Sales
Personnel
|
|
Other
Expenses
|
Total Return Bond Fund Class N
|
|
$0
|
|
$0
|
|
$51,809
|
|
$20,196,698
|
|
$0
|
|
$0
|
Core Fixed Income Fund Class N
|
|
$0
|
|
$0
|
|
$0
|
|
$ 1,756,057
|
|
$0
|
|
$0
|
Emerging Markets Fixed Income Fund Class N
|
|
$0
|
|
$0
|
|
$0
|
|
$ 311,941
|
|
$0
|
|
$0
|
Multi-Asset Growth Fund Class A
|
|
$0
|
|
$0
|
|
$ 393
|
|
$ 216,729
|
|
$0
|
|
$0
|
Low Duration Bond Fund Class N
|
|
$0
|
|
$0
|
|
$0
|
|
$400,517
|
|
$0
|
|
$0
|
Floating Rate Fund
(1)
Class N
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
|
|
|
|
Fund
|
|
Services Payments
Paid by Funds
|
|
Total Return Bond Fund
|
|
$
|
8,961,213
|
|
Core Fixed Income Fund
|
|
$
|
1,024,326
|
|
Emerging Markets Fixed Income Fund
|
|
$
|
272,355
|
|
Multi-Asset Growth Fund
|
|
$
|
63,936
|
|
Low Duration Bond Fund
|
|
$
|
138,782
|
|
Floating Rate Fund
(1)
|
|
$
|
0
|
|
(1)
|
The Floating Rate Fund commenced operations on February 1, 2013. The Equities Small Cap Growth Fund, the Equities Growth Fund, and the Equities
Technology Fund had not commenced operations as of March 31, 2013.
|
-84-
Payments by the Advisers
Each Adviser may make payments, at its own expense and out of its own revenues in connection with the sale and distribution of the shares of the Funds it advises or for services to the Funds and their
shareholders. Such payments are in addition to any Service Payments or Distribution Plan amounts paid to FINRA member firms or to other intermediaries. The payments are discussed in the Prospectuses under the title Payments to Financial
Intermediaries. As of December 31, 2012, the financial intermediaries that receive these payments were:
|
Firm
|
BNY Mellon Asset Servicing
|
Charles Schwab & Company, Inc.
|
FSC Securities Corporation
|
LPL Financial
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
Morgan Stanley Smith Barney
|
MSCS Financial Services, LLC
|
National Financial Services LLC
|
Pershing LLC
|
RBC Capital Markets Corporation
|
Royal Alliance Associates, Inc.
|
Sage Point Financial, Inc.
|
TD Ameritrade Clearing, Inc.
|
UBS Financial Services Incorporated
|
Vanguard Marketing Corporation
|
Wells Fargo Advisors LLC
|
In addition to member firms of FINRA, payments may also be made to their selling and shareholder servicing agents that
sell shares of or provide services to the funds and their shareholders, such as banks, insurance companies and plan administrators.
ADMINISTRATION AGREEMENTS
U.S. Bancorp Fund Services, LLC (
USBFS or the Administrator
) serves as the
administrator of the Trusts pursuant to an Administration Agreement with each Trust (together, the
Administration Agreements
). Under the Administration Agreements, the Administrator receives a combined fee from the Funds as part
of a bundled-fees agreement for services performed as Administrator, fund accountant, transfer agent and custodian. The Administrator provides certain accounting and administrative services to the Trusts, including, among other things, fund
accounting; calculation of the daily net asset value of each Fund; monitoring the Trusts expense accruals; calculating monthly total return and yield figures; prospectus and statement of additional information compliance monitoring; preparing
certain financial statements of the Trusts; and preparing the Trusts Form N-SAR.
For the fiscal years ended March 31, 2011,
March 31, 2012, and March 31, 2013, the Funds paid the Administrator the following:
|
|
|
|
|
|
|
Fund Administration/Accounting Services
|
|
Fees Paid
(1)
|
|
|
2011
|
|
2012
|
|
2013
|
Total Return Bond Fund
|
|
$698,423
|
|
$2,531,784
|
|
$5,646,338
|
Core Fixed Income Fund
|
|
$62,216
|
|
$326,874
|
|
$595,773
|
Emerging Markets Fixed Income Fund
|
|
$81,532
|
|
$76,574
|
|
$187,724
|
Multi-Asset Growth Fund
|
|
$8,406
|
|
$71,939
|
|
$72,319
|
Low Duration Bond Fund
|
|
N/A
|
|
$39,258
|
|
$151,553
|
Floating Rate Fund
|
|
N/A
|
|
N/A
|
|
$8,792
|
(1)
|
The Total Return Bond Fund and the Emerging Markets Fixed Income Fund commenced operations on April 6, 2010. The Core Fixed Income Fund commenced
operations on June 1, 2010. The Multi-Asset Growth Fund commenced operations on December 20, 2010. The Low Duration Bond Fund commenced operations on September 30, 2011. The Floating Rate Fund commenced operations on February 1,
2013. The Equities Small Cap Growth Fund, the Equities Growth Fund, and the Equities Technology Fund had not commenced operations as of March 31, 2013.
|
-85-
CONVERSION OF SHARES BETWEEN CLASSES
From time to time, a Fund may permit the conversion of shares of one class to another share class provided that the value of shares so converted meets
the minimum initial investment requirements in the other class, that the shares of the other class are eligible for sale in the applicable state of residence, those shares are otherwise available for offer and sale, and such other terms and
conditions as a Fund may determine are met. Ongoing fees and expenses incurred by a given share class will differ from those of other share classes, and a shareholder receiving new shares in an intra-Fund conversion may be subject to higher or lower
total expenses following such conversion. Not all DoubleLine Funds may offer all classes of shares or may be open to new investors. Conversion transactions will be effected only into an identically registered account. Shareholders should consult
their tax advisors as to the federal, foreign, state and local tax consequences of an intra-Fund exchange. Such conversion transactions must be effected according to other applicable law. DoubleLine Funds also reserve the right to refuse any or all
requests for conversion. A conversion of shares between classes is exempt from the trading limits described in the Prospectuses.
HOW TO BUY AND REDEEM SHARES
Shares in a Fund may be purchased and redeemed in the manner described in the Prospectuses and in this
Statement of Additional Information.
Use of Sub-Transfer Agency Accounting or Administrative Services
Certain financial intermediaries perform certain sub-transfer agent accounting or administrative services for certain clients or retirement plan
investors who have invested in the Funds. In consideration of the provision of these sub-transfer agency accounting or administrative services, the financial intermediaries will receive sub-transfer agency accounting or administrative fees, some or
all of which may be paid or reimbursed by the Funds. See Payments to Financial Intermediaries in the Prospectuses.
Purchases Through Broker-Dealers and Financial Intermediaries
Shares of the Funds may be purchased and redeemed through certain broker-dealers and financial intermediaries. If purchases and redemptions of a Funds shares are arranged and settlement is
made at an investors election through a registered broker-dealer, other than the Distributor, the broker-dealer may in its discretion, charge a fee for that service.
PURCHASES-IN-KIND
Each Fund may, at the sole discretion of
the Funds Adviser, accept securities in exchange for shares of a Fund. Securities which may be accepted in exchange for shares of any Fund must (1) meet the investment objectives and policies of the Fund; (2) be acquired for
investment and not for resale; (3) be liquid securities which are not restricted as to transfer either by law or liquidity of market (determined by reference to liquidity policies established by the Board); and (4) have a value which is
readily ascertainable as evidenced by, for example, a listing on a recognized stock exchange.
DISTRIBUTIONS-IN-KIND
If a Funds Board determines that it would be detrimental to the best interests of the remaining shareholders of the Fund to make a redemption payment wholly in cash, the Fund may pay, consistent
with applicable law, any portion of a redemption by a distribution in kind of portfolio securities in lieu of cash. Shareholders receiving distributions in kind may incur brokerage commissions or other costs when subsequently disposing of those
securities.
DoubleLine Funds Trust has filed an election under Rule 18f-1 under the 1940 Act committing each of its Funds to pay all
redemptions of fund shares by a single shareholder during any 90-day period in cash, up to the lesser of (i) $250,000 or (ii) 1% of the Funds net assets measured as of the beginning of such 90-day period.
DISTRIBUTIONS AND TAXES
The following discussion of U.S. federal income tax consequences is based on the Code, existing U.S. Treasury regulations, and other applicable authority, as of the date of this Statement of Additional
Information. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal tax considerations generally applicable
to investments in the Funds. It does not address special tax rules applicable to certain
-86-
classes of investors, such as investors holding Fund shares through tax-advantaged accounts (such as 401(k) plan accounts or IRAs), tax-exempt entities, foreign investors, insurance companies,
financial institutions and investors making in-kind contributions to the Fund. You should consult your tax advisor for more information about your own tax situation, including possible other federal, state, local, and, where applicable, foreign tax
consequences of investing in the Fund.
Taxation of the Funds.
Each Fund has elected or (in the case of a new Fund) intends to elect to be treated as a RIC under Subchapter M of the Code and intends each year to qualify and to be eligible to be treated as such. In
order to qualify for the special tax treatment accorded RICs and their shareholders, a Fund must, among other things: (a) derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to
certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures, or forward contracts) derived with respect to its business
of investing in such stock, securities, or currencies, and (ii) net income derived from interests in qualified publicly traded partnerships (as defined below); (b) diversify its holdings so that, at the close of each quarter of
a Funds taxable year, (i) at least 50% of the market value of a Funds total assets consists of cash, cash items, U.S. Government securities, securities of other RICs and other securities limited in respect of any one issuer to a
value not greater than 5% of the value of a Funds total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of a Funds total assets is invested (x) in the
securities (other than those of the U.S. Government or other RICs) of any one issuer or of two or more issuers that a Fund controls and that are engaged in the same, similar or related trades or businesses, or (y) in the securities of one or
more qualified publicly traded partnerships (as defined below); and (c) distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code without regard to the
deduction for dividends paid generally, taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt interest income, for such year.
In general, for purposes of the 90% gross income requirement described in (a) above, income derived from a partnership will be treated as qualifying
income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the RIC. However, 100% of the net income derived from an interest in a qualified publicly traded
partnership (a partnership (x) the interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof, and (y) that derives less than 90% of its income from
the qualifying income described in (a)(i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for federal income tax purposes because they meet the passive income requirement under Code section
7704(c)(2). In addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership. MLPs, if any, in which a
Fund invests generally will qualify as qualified publicly traded partnerships.
For purposes of the diversification test in (b) above,
the term outstanding voting securities of such issuer will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b) above, the identification of the issuer (or,
in some cases, issuers) of a particular Fund investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future
guidance by the IRS with respect to issuer identification for a particular type of investment may adversely affect a Funds ability to meet the diversification test in (b) above.
If a Fund qualifies as a RIC that is accorded special tax treatment, the Fund will not be subject to U.S. federal income tax on income distributed in a timely manner to its shareholders in the form of
dividends (including Capital Gain Dividends, as defined below).
If a Fund were to fail to meet the income, diversification or distribution
test described above, the Fund could in some cases cure such failure, including by paying a Fund-level tax, paying interest, making additional distributions, or disposing of certain assets. If a Fund were ineligible to or otherwise did not cure such
failure for any year, or if a Fund were otherwise to fail to qualify as a RIC accorded special tax treatment for such year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits,
including any distributions of net tax-exempt income and net long-term capital gains would be taxable to shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends-received deduction in the case of
corporate shareholders and may be eligible to be treated as qualified dividend income in the case of shareholders taxed as individuals, provided, in both cases, the shareholder meets certain holding period and other requirements in respect of a
Funds shares (as described below). In addition, a Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before re-qualifying as a RIC that is accorded special tax treatment.
Each Fund intends to distribute at least annually to its shareholders all or substantially all of its investment company taxable income
(computed without regard to the dividends-paid deduction), its net tax-exempt income (if any) and its net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any
loss carryforwards).
-87-
Any taxable income including any net capital gain retained by a Fund will be subject to tax at a Fund level at regular corporate rates. In the case of net capital gain, a Fund is permitted to
designate the retained amount as undistributed capital gain in a timely notice to its shareholders who would then, in turn, be (i) required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of
such undistributed amount, and (ii) entitled to credit their proportionate shares of the tax paid by a Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds on a properly-filed U.S.
tax return to the extent the credit exceeds such liabilities. If a Fund makes this designation, for U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund would be increased by an amount equal under current law
to the difference between the amount of undistributed capital gains included in the shareholders gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding
sentence. Each Fund is not required to, and there can be no assurance a Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.
In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits,
a RIC generally may elect to treat part or all of any post-October capital loss (defined as the greatest of net capital loss, net long-term capital loss, or net short-term capital loss, in each case attributable to the portion of the taxable year
after October 31) or late-year ordinary loss (generally, (i) net ordinary loss from the sale, exchange or other taxable disposition of property, attributable to the portion of the taxable year after October 31, plus (ii) other
net ordinary loss attributable to the portion of the taxable year after December 31) as if incurred in the succeeding taxable year.
If a Fund were to fail to distribute in a calendar year at least an amount generally equal to the sum of 98% of its ordinary income for such year and
98.2% of its capital gain net income for the one-year period ending October 31 of such year, plus any such amounts retained from the prior year, a Fund would be subject to a nondeductible 4% excise tax on the undistributed amounts. For purposes
of the required excise tax distribution, a RICs ordinary gains and losses from the sale, exchange or other taxable disposition of property that would otherwise be taken into account after October 31 of a calendar year generally are
treated as arising on January 1 of the following calendar year. Also, for these purposes, a Fund will be treated as having distributed any amount on which it has been subject to corporate income tax for the taxable year ending within the
calendar year. A Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that it will be able to do so.
Capital losses in excess of capital gains (
net capital losses
) are not permitted to be deducted against a Funds net investment income. Instead, potentially subject to certain
limitations, a Fund may carry net capital losses from any taxable year forward to subsequent taxable years to offset capital gains, if any, realized during such subsequent taxable year. If a Fund incurs or has incurred net capital losses in taxable
years beginning after December 22, 2010 (
post-2010 losses
), those losses will be carried forward to one or more subsequent taxable years without expiration; any such carryforward losses will retain their character as
short-term or long-term. If a Fund incurred net capital losses in a taxable year beginning on or before December 22, 2010 (
pre-2011 losses
), the Fund is permitted to carry such losses forward for eight taxable years; in the
year to which they are carried forward, such losses are treated as short-term capital losses that first offset any short-term capital gains, and then offset any long-term capital gains. A Fund must use any post-2010 losses, which will not expire,
before it uses any pre-2011 losses. This increases the likelihood that pre-2011 losses will expire unused at the conclusion of the eight-year carryforward period.
Fund Distributions.
For U.S. federal income tax purposes, distributions of
investment income are generally taxable to shareholders as ordinary income. Taxes on distributions of capital gains are determined by how long a Fund owned the investments that generated the gains, rather than how long a shareholder has owned his or
her shares. In general, a Fund will recognize long-term capital gain or loss on investments it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have
owned) for one year or less. Distributions of net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards) that are properly reported by a
Fund to its shareholders as capital gain dividends (
Capital Gain Dividends
) will be taxable to shareholders as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates. Distributions from
capital gains are generally made after applying any available capital loss carryovers. Distributions of net short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to shareholders as ordinary
income.
Distributions of investment income reported by a Fund to its shareholders as derived from qualified dividend income are taxed in the
hands of individuals at the rates applicable to net capital gain, provided holding period and other requirements are met at both the shareholder and Fund level. In order for some portion of the dividends received by a Fund shareholder to be
qualified dividend income that is eligible for taxation at long-term capital gain rates, the Fund must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in its portfolio and the
shareholder must meet holding period and other requirements with respect to the Funds shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with
respect to any share of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend
-88-
(or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether
pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the
limitation on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of
dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company. The Total Return Bond Fund, the Core Fixed Income Fund, the
Emerging Markets Fixed Income Fund, the Low Duration Bond Fund, and the Floating Rate Fund do not expect a significant portion of Fund distributions to be derived from qualified dividend income.
In general, distributions of investment income reported by a Fund as derived from qualified dividend income will be treated as qualified dividend income
in the hands of a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements described above with respect to the Funds shares.
If the aggregate qualified dividends received by a Fund during a taxable year are 95% or more of its gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the
Funds dividends (other than dividends properly reported as Capital Gain Dividends) will be eligible to be treated as qualified dividend income.
In general, dividends of net investment income received by corporate shareholders of a Fund will qualify for the 70% dividends-received deduction generally available to corporations to the extent of the
amount of eligible dividends received by a Fund from domestic corporations for the taxable year. A dividend received by a Fund will not be treated as a dividend eligible for the dividends-received deduction (1) if it has been received with
respect to any share of stock that the Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is 45 days before the date on which such share becomes ex-dividend with
respect to such dividend (during the 181-day period beginning 90 days before such date in the case of certain preferred stock) or (2) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related
payments with respect to positions in substantially similar or related property. Moreover, the dividends received deduction may otherwise be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing requirements with
respect to its shares of a Fund or (2) by application of various provisions of the Code (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired
with borrowed funds)). The Total Return Bond Fund, the Core Fixed Income Fund, the Emerging Markets Fixed Income Fund, the Low Duration Bond Fund, and the Floating Rate Fund do not expect that a significant portion of Fund distributions will be
eligible for the corporate dividends-received deduction.
Any distribution of income that is attributable to (i) income received by
a Fund in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (ii) dividend income received by a Fund on securities it temporarily purchased from a counterparty pursuant to a repurchase agreement
that is treated for U.S. federal income tax purposes as a loan by a Fund, will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.
If, in and with respect to any taxable year, a Fund makes a distribution to a shareholder in excess of a Funds current and accumulated earnings
and profits, the excess distribution will be treated as a return of capital to the extent of such shareholders tax basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders tax
basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares.
Section 1411 of the Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals whose income exceeds
certain threshold amounts, and of certain trusts and estates under similar rules. The details of the implementation of this tax and of the calculation of net investment income, among other issues, are currently unclear and remain subject to future
guidance. For these purposes, net investment income generally includes, among other things, (i) distributions paid by the Fund of net investment income and capital gains as described above, and (ii) any net gain from the sale,
redemption or exchange of Fund shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this tax on their investment in the Fund.
As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to shareholders early in the succeeding year.
Distributions are taxable as described herein whether shareholders receive them in cash or reinvest them in additional shares.
-89-
A dividend paid to shareholders by a Fund in January generally is deemed to have been paid by the Fund
on December 31 of the preceding year, if the dividend was declared and payable to shareholders of record on a date in October, November, or December of that preceding year.
Distributions on a Funds shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed a Funds realized income and gains, even though such
distributions may economically represent a return of a particular shareholders investment. Such distributions are likely to occur in respect of shares purchased at a time when a Funds net asset value reflects either unrealized gains, or
realized but undistributed income or gains, that were therefore included in the price the shareholder paid. Such distributions may reduce the fair market value of a Funds shares below the shareholders cost basis in those shares. As
described above, each Fund is required to distribute realized income and gains regardless of whether the Funds net asset value also reflects unrealized losses.
Tax Implications of Certain Fund Investments.
Special Rules for Debt
Obligations.
Some debt obligations with a fixed maturity date of more than one year from the date of issuance (and zero-coupon debt obligations with a fixed maturity date of more than one year from the date of issuance) will be
treated as debt obligations that are issued originally at a discount. Generally, the amount of the OID is treated as interest income and is included in a Funds income (and required to be distributed by a Fund) over the term of the debt
security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. In addition, payment-in-kind securities will give rise to income which is required to be distributed
and is taxable even though the Fund holding the security receives no interest payment in cash on the security during the year.
Some debt
obligations with a fixed maturity date of more than one year from the date of issuance that are acquired by a Fund in the secondary market may be treated as having market discount. Very generally, market discount is the excess of the stated
redemption price of a debt obligation (or in the case of an obligation issued with OID, its revised issue price) over the purchase price of such obligation. Generally, any gain recognized on the disposition of, and any partial payment of principal
on, a debt security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the accrued market discount on such debt security. Alternatively, a Fund may elect to accrue market discount
currently, in which case a Fund will be required to include the accrued market discount in a Funds income (as ordinary income) and thus distribute it over the term of the debt security, even though payment of that amount is not received until
a later time, upon partial or full repayment or disposition of the debt security. The rate at which the market discount accrues, and thus is included in the Funds income, will depend upon which of the permitted accrual methods a Fund elects.
Some debt obligations with a fixed maturity date of one year or less from the date of issuance may be treated as having OID or, in certain
cases, acquisition discount (very generally, the excess of the stated redemption price over the purchase price). Each Fund will be required to include the OID or acquisition discount in income (as ordinary income) and thus distribute it over the
term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The rate at which OID or acquisition discount accrues, and thus is included in a
Funds income, will depend upon which of the permitted accrual methods a Fund elects.
If a Fund holds the foregoing kinds of securities,
it may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest a Fund actually received. Such distributions may be made from the cash assets of a Fund or, if necessary, by
liquidation of portfolio securities including at a time when it may not be advantageous to do so. These dispositions may cause a Fund to realize higher amounts of short-term capital gains (generally taxed to shareholders at ordinary income tax
rates) and, in the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger Capital Gain Dividend than if the Fund had not held such securities.
A portion of the OID accrued on certain high yield discount obligations may not be deductible to the issuer and will instead be treated as a dividend paid by the issuer for purposes of the dividends
received deduction. In such cases, if the issuer of the high yield discount obligations is a domestic corporation, dividend payments by a Fund may be eligible for the dividends received deduction to the extent attributable to the deemed dividend
portion of such OID.
Securities Purchased at a Premium
. Very generally, where a Fund purchases a bond at a price that
exceeds the redemption price at maturity (
i.e.
, a premium), the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if the Fund makes an election applicable to all such bonds it purchases, which election
is irrevocable without consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds acquired
on or after January 4, 2013, the Fund is permitted to deduct any remaining premium allocable to a prior period. In the case of a tax-exempt bond, tax rules require the Fund to reduce its tax basis by the amount of amortized premium.
-90-
At-risk or Defaulted Securities
. Investments in debt obligations that are at risk of or in
default present special tax issues for a Fund. Tax rules are not entirely clear about issues such as whether or to what extent a Fund should recognize market discount on a debt obligation, when a Fund may cease to accrue interest, OID or market
discount, when and to what extent a Fund may take deductions for bad debts or worthless securities and how a Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be
addressed by a Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a RIC and does not become subject to U.S. federal income or excise tax.
Certain Investments in REITs
. Any investment by a Fund in equity securities of REITs qualifying as such under Subchapter M of the Code
may result in the Funds receipt of cash in excess of the REITs earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes.
Investments in REIT equity securities also may require the Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio
(including when it is not advantageous to do so) that it otherwise would have continued to hold. Dividends received by the Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified
dividend income.
Mortgage-Related Securities.
The Funds may invest, including through investments in REITs or other
pass-through entities, in residual interests in real estate mortgage investment conduits (
REMICs
) or equity interests in taxable mortgage pools (
TMPs
). Under a notice issued by the IRS in October 2006 and
Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Funds income (including income allocated to the Fund from a REIT or other pass-through entity) that is attributable to a residual interest in a REMIC
or an equity interest in a TMP (referred to in the Code as an
excess inclusion
) will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess
inclusion income of a RIC will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, a Fund investing
in such interests may not be a suitable investment for certain tax-exempt investors, as noted below.
In general, excess inclusion income
allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (
UBTI
) to entities
(including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and
otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a non-U.S. shareholder, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be
subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code.
Foreign Currency Transactions.
Any transaction by a Fund in foreign currencies, foreign currency-denominated debt obligations or
certain foreign currency options, futures contracts or forward contracts (or similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned.
Any such net gains could require a larger dividend toward the end of the calendar year. Any such net losses will generally reduce and potentially require the recharacterization of prior ordinary income distributions. Such ordinary income treatment
may accelerate Fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any net ordinary losses so created cannot be carried forward by a Fund to offset income or gains earned in subsequent taxable
years.
Passive Foreign Investment Companies
. Equity investments by a Fund in certain passive foreign investment
companies (
PFICs
) could potentially subject the Fund to a U.S. federal income tax (including interest charges) on distributions received from the company or on proceeds received from the disposition of shares in the company.
This tax cannot be eliminated by making distributions to Fund shareholders. However, a Fund may elect to avoid the imposition of that tax. For example, a Fund may elect to treat a PFIC as a qualified electing fund (
i.e.
, make a
QEF
election
), in which case the Fund will be required to include its share of the PFIC s income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. A Fund also may make an election to mark
the gains (and to a limited extent losses) in such holdings to the market as though it had sold (and, solely for purposes of this mark-to-market election, repurchased) its holdings in those PFICs on the last day of the Funds taxable year. Such
gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by a Fund to avoid taxation.
Making either of these elections therefore may require a Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the
Funds total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income. If a Fund indirectly invests in PFICs by virtue of the Funds investment in other funds, it may not make such PFIC elections;
rather, the underlying funds directly investing in the PFICs would decide whether to make such elections.
-91-
Because it is not always possible to identify a foreign corporation as a PFIC, a Fund may incur the tax and
interest charges described above in some instances.
Options and Futures.
In general, option premiums received by a Fund
are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or a Fund transfers or otherwise terminates the option (for example, through a
closing transaction). If a call option written by a Fund is exercised and the Fund sells or delivers the underlying stock, a Fund generally will recognize capital gain or loss equal to (a) sum of the strike price and the option premium received
by a Fund minus (b) a Funds basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Fund pursuant to the exercise of a put
option written by it, a Fund generally will subtract the premium received for purposes of computing its cost basis in the securities purchased. Gain or loss arising in respect of a termination of a Funds obligation under an option other than
through the exercise of the option will be short-term gain or loss depending on whether the premium income received by a Fund is greater or less than the amount paid by a Fund (if any) in terminating the transaction. Thus, for example, if an option
written by a Fund expires unexercised, a Fund generally will recognize short-term gain equal to the premium received.
Certain covered
call writing activities of a Fund may trigger the U.S. federal income tax straddle rules of Section 1092 of the Code, requiring that losses be deferred and holding periods be tolled on offsetting positions in options and stocks deemed to
constitute substantially similar or related property. Options on single stocks that are not deep in the money may constitute qualified covered calls, which generally are not subject to the straddle rules; the holding period on stock underlying
qualified covered calls that are in the money although not deep in the money will be suspended during the period that such calls are outstanding. Thus, the straddle rules and the rules governing qualified covered calls could cause gains that would
otherwise constitute long-term capital gains to be treated as short-term capital gains, and distributions that would otherwise constitute qualified dividend income or qualify for the dividends-received deduction to fail to satisfy the holding period
requirements and therefore to be taxed as ordinary income or to fail to qualify for the 70% dividends-received deduction, as the case may be.
The tax treatment of certain contracts (including regulated futures contracts) entered into by a Fund as well as listed non-equity options written or
purchased by a Fund on U.S. exchanges (including options on futures contracts, equity indices and debt securities) will be governed by section 1256 of the Code (
section 1256 contracts
). Gains or losses on section 1256 contracts
generally are considered 60% long-term and 40% short-term capital gains or losses (
60/40
), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, section 1256
contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they
were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.
Other Derivatives, Hedging, and
Related Transactions.
In addition to the special rules described above in respect of futures and options transactions, the Funds transactions in other derivative instruments (for example, forward contracts and swap agreements),
as well as any of its other hedging, short sale or similar transactions, may be subject to one or more special tax rules (for example, notional principal contract, straddle, constructive sale, wash sale and short sale rules). These rules may affect
whether gains and losses recognized by the Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of
the Funds securities. These rules could therefore affect the amount, timing and/or character of distributions to shareholders.
Because
these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be
retroactive) may affect whether the Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid a Fund-level tax.
Commodity-Related Investments.
A Funds use of commodity-linked instruments can be limited by the Funds intention to qualify
as a RIC, and can bear on the Funds ability to so qualify. Income and gains from certain commodity-linked instruments and from direct investments, if any, in commodities do not constitute qualifying income to a RIC for purposes of the 90%
gross income test described above. The tax treatment of certain other commodity-linked instruments in which a Fund might invest is not certain, in particular with respect to whether income or gains from such instruments constitute qualifying income
to a RIC. The Multi-Asset Growth Fund has obtained a private letter ruling from the IRS confirming that the income and gain earned through a wholly-owned subsidiary that invests in certain types of commodity-linked derivatives constitute qualifying
income. If a Fund were to treat income or gain from a particular instrument as qualifying income and the income or gain were later determined not to constitute qualifying income and, together with any other non-qualifying income, caused the
Funds non-qualifying income to exceed 10% of its gross income in any taxable year, the Fund would fail to qualify as a RIC unless it is eligible to and does pay a tax at the Fund level.
-92-
Exchange-Traded Notes.
The tax rules are uncertain with respect to the treatment,
including timing, of income or gains arising in respect of ETNs. An adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect a Funds ability to satisfy
the requirements for qualifying for treatment as a RIC and to avoid a Fund-level tax.
Book-Tax Differences.
Certain of a
Funds investments in derivative instruments and foreign currency-denominated instruments, and any of a Funds transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and the
sum of its taxable income and net tax-exempt income (if any). If such a difference arises, and a Funds book income is less than the sum of its taxable income and net tax-exempt income, the Fund could be required to make distributions exceeding
book income to qualify as a RIC that is accorded special tax treatment. In the alternative, if a Funds book income exceeds the sum of its taxable income (including realized capital gains) and net tax-exempt income, the distribution (if any) of
such excess generally will be treated as (i) a dividend to the extent of the Funds remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent
of the recipients basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.
Investments in Other RICs.
Each Funds investments in shares of another mutual fund, ETF or another company that qualifies as a
RIC (each, an
investment company
) can cause a Fund to be required to distribute greater amounts of net investment income or net capital gain than a Fund would have distributed had it invested directly in the securities held by the
investment company, rather than in shares of the investment company. Further, the amount or timing of distributions from a Fund qualifying for treatment as a particular character (for example, long-term capital gain, exempt interest, eligibility for
dividends-received deduction, etc.) will not necessarily be the same as it would have been had a Fund invested directly in the securities held by the investment company. If a Fund receives dividends from another company that qualifies as a RIC, such
as a mutual fund or an ETF that so qualifies (each, an
investment company
) and the investment company reports such dividends as qualified dividend income, then a Fund is permitted in turn to report to its shareholders portion of
its distributions as qualified dividend income, provided a Fund meets holding period and other requirements with respect to shares of the investment company.
If a Fund receives dividends from an investment company and the investment company reports such dividends as eligible for the dividends-received deduction, then a Fund is permitted in turn to report to
its shareholders its distributions derived from those dividends as eligible for the dividends-received deduction as well, provided the Fund meets holding period and other requirements with respect to shares of the investment company.
If at the close of each quarter of a Funds taxable year, at least 50% of its total assets were to consist of interests in other RICs, a Fund would
be a qualified fund of funds. In that case, a Fund would be permitted to elect to pass through to its shareholders foreign income and other similar taxes paid by a Fund in respect of foreign securities held directly by a Fund or by an underlying
fund in which it invests that itself elected to pass such taxes through to shareholders, so that shareholders of a Fund would be eligible to claim a tax credit or deduction for such taxes. However, even if a Fund were to qualify to make such
election for any year, it may determine not to do so. See Foreign Taxation below for more information. Additionally, if a Fund were a qualified fund of funds, a Fund would be permitted to distribute exempt-interest dividends and thereby
pass through to its shareholders the tax-exempt character of any exempt-interest dividends it receives from underlying funds in which it invests, or interest on any tax-exempt obligations in which it directly invests, if any. The Funds do not expect
to be able to distribute exempt-interest dividends under any other circumstances. Furthermore, even if a Fund were eligible to report any distributions as exempt-interest dividends, it provides no assurance that it would do so.
Investment in a Wholly-Owned Subsidiary
. A Fund may organize and invest in one or more wholly-owned subsidiaries in order to achieve
optimal exposure to certain asset classes without violating the 90% gross income requirement applicable to RICs, as described above. If a Fund were to invest in a wholly-owned foreign subsidiary (treated as a controlled foreign corporation
(
CFC
) for U.S. federal income tax purposes), each year it would generally be required to include in gross income all of the CFCs subpart F income. Subpart F income would be treated as ordinary income, regardless of the
character of the CFCs underlying income. Net losses incurred by the CFC during a tax year would not flow through to a Fund and thus would not be available to offset a Funds other income or capital gains. If a Fund were to recognize
subpart F income in excess of actual distributions from the CFC in a particular year, it may be required to liquidate other investments in order to satisfy its distribution requirements. There is no assurance, however, that a Fund will invest in one
or more wholly-owned subsidiaries to limit its exposure to non-qualifying income; not doing so may limit the Funds exposure to certain assets, or increase the risk of disqualification as a RIC.
Backup Withholding.
Each
Fund generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and redemption proceeds paid to any individual shareholder who fails to properly furnish a Fund with a correct taxpayer identification
number, who has under-reported dividend or interest income, or who fails to certify to a Fund that he or she is not subject to such withholding. The backup withholding rules may also apply to any distributions that a Fund properly reports as
exempt-interest dividends. The backup withholding tax rate is 28%.
-93-
Backup withholding is not an additional tax. Any amounts withheld may be credited against the
shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.
Tax-Exempt
Shareholders.
Income of a RIC that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI
to a tax-exempt shareholder of the RIC. Notwithstanding this blocking effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt
shareholder within the meaning of Code Section 514(b).
A tax-exempt shareholder may also recognize UBTI if the Fund recognizes excess
inclusion income derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs as described above, if the amount of such income recognized by a Fund exceeds the Funds investment company taxable income
(after taking into account deductions for dividends paid by a Fund).
In addition, special tax consequences apply to charitable remainder
trusts (
CRTs
) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation enacted in December 2006, a CRT (as defined in section 664 of the Code) that
realizes any UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI as a result of investing in a fund that recognizes excess inclusion
income. Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is
a record holder of a share in a fund that recognizes excess inclusion income, then the Fund will be subject to a tax on that portion of its excess inclusion income for the taxable year that is allocable to such shareholders at the highest federal
corporate income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, each Fund may elect to specially allocate any such tax to the
applicable CRT, or other shareholder, and thus reduce such shareholders distributions for the year by the amount of the tax that relates to such shareholders interest in a Fund.
CRTs and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a Fund.
Sale, Exchange or Redemption of Shares.
The sale, exchange, or redemption of Fund
shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on
the taxable disposition of Fund shares will be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of Fund shares held by a shareholder for six months or less will be treated as long-term, rather than
short-term, to the extent of any Capital Gain Dividends received (or deemed received) by the shareholder with respect to the shares. In addition, any loss realized upon a taxable disposition of Fund shares held by a shareholder for six months or
less generally will be disallowed, to the extent of any exempt-interest dividends received by the shareholder with respect to the shares.
Further, all or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed under the Codes wash-sale rule if other
substantially identical shares are purchased, including by means of dividend reinvestment, within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
Upon the redemption or exchange of Fund shares, the Fund or, in the case of shares purchased through a financial intermediary, the financial
intermediary may be required to provide you and the IRS with cost basis and certain other related tax information about the Fund shares you redeemed or exchanged. See the Funds Prospectus for more information.
Tax Shelter Reporting Regulations.
Under Treasury regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the
IRS a disclosure statement on Form 8886. Direct holders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current
exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper.
Shareholders should consult their tax advisers to determine the applicability of these regulations in light of their individual circumstances.
-94-
Foreign Taxation.
Income received by a Fund (or RICs in which a Fund has invested) from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax treaties between certain
countries and the U.S. may reduce or eliminate such taxes. This will decrease the Funds yield on securities subject to such taxes. If more than 50% of the value of a Funds total assets at the close of a taxable year consists of
securities of foreign corporations, the Fund will be eligible to elect to pass through to you foreign income taxes that it pays. If this election is made, you will be required to include your share of those taxes in gross income as a distribution
from the Fund and you generally will be allowed to claim a credit (or a deduction, if you itemize deductions) for such amounts on your federal U.S. income tax return, subject to certain limitations. The Funds, other than the Emerging Markets Fixed
Income Fund, generally do not expect to be eligible to elect to permit shareholders to claim a credit or deduction with respect to foreign taxes incurred by the Fund. If a Fund were a qualified fund of funds, it would be permitted to elect to pass
through to its shareholders foreign taxes it has paid or foreign taxes passed through to it by any underlying fund that itself elected to pass through such taxes to shareholders (see Investments in Other RICs above). Even if a Fund were
eligible to make such an election for a given year, it may determine not to do so.
Foreign Shareholders
.
Absent a specific statutory exemption, dividends other than Capital Gain Dividends paid by a Fund to a shareholder that is not a
U.S. person within the meaning of the Code (a
foreign shareholder
) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate) even if they are funded by income or gains
(such as portfolio interest, short-term capital gains, or foreign-source dividend and interest income) that, if paid to a foreign shareholder directly, would not be subject to withholding. Distributions properly designated as Capital Gain Dividends
and exempt-interest dividends generally are not subject to withholding of U.S. federal income tax (but may be subject to backup withholding).
For distributions with respect to taxable years of a Fund beginning before January 1, 2014, the Fund is not required to withhold any amounts (i) with respect to distributions from U.S.-source
interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders
(
interest-related dividends
), and (ii) with respect to distributions of net short-term capital gains in excess of net long-term capital losses to the extent such distributions are properly reported by such Fund
(
short-term capital gain dividends
). The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder (A) that has not provided a satisfactory statement that the beneficial
owner is not a U.S. person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (C) that is within certain foreign
countries that have inadequate information exchange with the United States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a
controlled foreign corporation. The exception to withholding for short-term capital gain dividends does not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating
183 days or more during the year of the distribution and (B) distributions subject to special rules regarding the disposition of U.S. real property interests as described below. If a Fund invests in another RIC that pays such distributions to
the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to foreign shareholders. A Fund is permitted to report such part of its dividends as interest-related and/or short-term
capital gain dividends as are eligible, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if the Fund reports all or a portion of a payment as an interest-related or short-term
capital gain dividend to shareholders.
It is currently unclear whether Congress will extend this exemption from withholding for
interest-related and short-term capital gain dividends for distributions with respect to taxable years of a RIC beginning on or after January 1, 2014, or what the terms of such an extension would be. Foreign shareholders should contact their
intermediaries regarding the application of these rules to their accounts.
A foreign shareholder is not, in general, subject to U.S.
federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares of a Fund or on Capital Gain Dividends or exempt-interest dividends unless (i) such gain or dividend is effectively connected with the
conduct by the foreign shareholder of a trade or business within the United States, (ii) in the case of a foreign shareholder that is an individual, the shareholder is present in the United States for a period or periods aggregating 183 days or
more during the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of U.S. real property interests
(
USRPIs
) apply to the foreign shareholders sale of shares of the Fund or to the Capital Gain Dividend the foreign shareholder received (as described below).
Subject to certain exceptions (for example, for a Fund that is a United States real property holding corporation as described below), a Fund is generally not required to withhold on the amount
of a non-dividend distribution (
i.e.
, a distribution that is not paid out of the Funds current or accumulated earnings and profits for the applicable taxable year) when paid to its foreign shareholders.
-95-
Foreign shareholders with respect to whom income from a Fund is effectively connected with a trade or
business conducted by the foreign shareholder within the United States will in general be subject to U.S. federal income tax on the income derived from a Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations,
whether such income is received in cash or reinvested in shares of a Fund and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively
connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who
are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein, and are urged to consult their tax advisors.
Special rules would apply if a Fund were either a U.S. real property holding corporation (
USRPHC
) or would be a USRPHC but for the operation of certain exceptions to the definition
thereof. Very generally, a USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50% of the sum of the fair market values of the corporations USRPIs, interests in real property located outside the
United States, and other trade or business assets. USRPIs are generally defined as any interest in U.S. real property and any interest (other than solely as a creditor) in a USRPHC or former USRPHC.
If a Fund were a USRPHC or would be a USRPHC but for the exceptions referred to above, under a special look-through rule, any distributions
by a Fund to a foreign shareholder (including, in certain cases, distributions made by the Fund in redemption of its shares) attributable to gains realized by the Fund on the disposition of USRPIs or to distributions received by the Fund from a
lower-tier RIC or REIT that the Fund is required to treat as USRPI gain in its hands generally would be subject to U.S. tax withholding. In addition, such distributions could result in the foreign shareholder being required to file a U.S. tax return
and pay tax on the distributions at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the rate of such withholding and character of such distributions (for example, as ordinary income or USRPI gain), would
vary depending upon the extent of the foreign shareholders current and past ownership of the Fund. On and after January 1, 2014, the look-through USRPI rule described above for distributions by the Fund (which applies only if
the Fund is either a USRPHC or would be a USRPHC but for the operation of the exceptions referred to above) applies only to those distributions that, in turn, are attributable directly or indirectly to distributions received by the Fund from a
lower-tier REIT, unless Congress enacts legislation providing otherwise.
In addition, if a Fund were a USRPHC or former USRPHC, it could
be required to withhold U.S. tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which case such foreign shareholder generally would also be required to file U.S. tax returns and pay any additional taxes due in
connection with the redemption.
Moreover, if a Fund were a USRPHC or former USRPHC, it could be required to withhold on amounts distributed
to a greater-than-5% foreign shareholder to the extent such amounts are in excess of the Funds current and accumulated earnings and profits for the applicable taxable year.
Foreign shareholders should consult their tax advisers and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in a Fund.
In order to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to
establish an exemption from backup withholding, a foreign shareholder must comply with special certification and filing requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or substitute form). Foreign
shareholders should consult their tax advisers in this regard.
Special rules (including withholding and reporting requirements) apply to
foreign partnerships and those holding Fund shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding Fund shares through foreign entities should consult their tax advisers about their
particular situation.
A foreign shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S.
federal income tax referred to above.
Shareholder Reporting Obligations With Respect to Foreign Bank and Financial Accounts.
Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of a Fund by vote or value could be required to
report annually their financial interest in the Funds foreign financial accounts, if any, on Treasury Department Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts (
FBAR
). Shareholders should consult a tax
advisor regarding the applicability to them of this reporting requirement.
-96-
Other Reporting and Withholding Requirements.
The Foreign Account Tax Compliance Act (
FATCA
) generally requires a Fund to obtain information sufficient to identify the status of
each of its shareholders under FATCA. If a shareholder fails to provide this information or otherwise fails to comply with FATCA, a Fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on dividends,
including Capital Gain Dividends, and the proceeds of the sale, redemption or exchange of Fund shares. If a payment by a Fund is subject to FATCA withholding, the Fund is required to withhold even if such payment would otherwise be exempt from
withholding under the rules applicable to foreign shareholders described above (e.g., Capital Gain Dividends and short-term capital gain and interest-related dividends).
Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investors own situation,
including investments through an intermediary.
General Considerations.
The U.S. federal income tax discussion set forth above is for general information only. Prospective investors should consult their tax advisers regarding
the specific federal tax consequences of purchasing, holding, and disposing of shares of the Fund, as well as the effects of state, local, foreign, and other tax law and any proposed tax law changes.
SHARES AND VOTING RIGHTS
Shares of each class of a Fund represent an equal proportionate share in the assets, liabilities, income and expenses of that class of the Fund. All shares issued will be fully paid and non-assessable and
will have no preemptive rights. Each whole share will 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. As a Delaware statutory trust and a
Massachusetts business trust, respectively, the Trusts are not required to hold an annual shareholder meeting in any year in which the selection of trustees is not required to be acted on under the 1940 Act. Shareholder approval will be sought only
for certain changes in the operations of a Fund and for the election of trustees under certain circumstances. With respect to DoubleLine Funds Trust, any Trustee may be removed with or without cause at any meeting of the shareholders of the Trust by
a vote of shareholders owning at least a majority of the outstanding shares. With respect to DoubleLine Equity Funds, any Trustee may be removed from office, for any reason or for no reason, (i) by vote of the holders of two-thirds of the
outstanding shares at a meeting of shareholders called for the purpose of considering the removal of the Trustee, or (ii) by a majority vote of the remaining Trustees, specifying the date when such removal shall become effective. There shall be
no cumulative voting in the election of Trustees. Generally, all shareholders of a Fund will vote together with all other shareholders of the Funds in a particular Trust and with all shareholders of all other funds that the Trust may form in the
future on all matters affecting the Trust, including the election or removal of trustees, except when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more Funds or classes of shares materially
differently, shares will be voted by an individual Fund or class; and when the Trustees have determined that the matter affects only the interests of one or more Funds or classes, only shareholders of such Funds or classes shall be entitled to vote.
SHAREHOLDER LIABILITY
Under Massachusetts law, shareholders of DoubleLine Equity Funds could, under certain circumstances, be held personally liable for the obligations of the Trust. The Trusts Agreement and Declaration
of Trust also provides for indemnification out of the Trusts assets and property for all loss and expense of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability should be limited to circumstances in which the Trust is unable to meet its obligations, and thus should be considered remote.
TRANSFER AGENT
USBFS, LLC, P.O. Box 701, Milwaukee,
Wisconsin 53201, serves as transfer agent for the Trusts.
CUSTODIAN
U.S. Bank National Association (the
Custodian
), 1555 N. River Center Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as custodian
for the Trusts and is responsible for maintaining custody of each Trusts cash and investments. Pursuant to the terms of the Custody Agreement between each Trust and the Custodian, the Custodian may delegate certain of its responsibilities,
including its responsibility to establish and maintain arrangements with foreign custodians, to a sub-custodian. Subject to its oversight, the
-97-
Custodian has delegated to Bank of New York Mellon primary responsibility to review, establish, and monitor the Funds foreign custody arrangements. Certain brokers may be engaged as futures
commission merchants by the Funds from time to time and could be deemed to have custody over a Funds assets.
LEGAL COUNSEL
Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts 02199, serves as legal counsel to each Trust.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS
PricewaterhouseCoopers LLP, the independent registered public accounting firm is responsible for conducting the annual audit of the financial statements
of the Funds. The selection of the independent registered public accounting firm is approved annually by each Trusts Board of Trustees.
The audited financial statements of each of the Total Return Bond Fund, the Core Fixed Income Fund, the Emerging Markets Fixed Income Fund, the
Multi-Asset Growth Fund, the Low Duration Bond Fund, and the Floating Rate Fund for the fiscal period ended March 31, 2013, the notes thereto, and the report of PricewaterhouseCoopers LLP thereon, are incorporated herein by reference from
DoubleLine Funds Trusts annual report to shareholders, which was filed with the SEC on Form N-CSR on June 7, 2013 (Accession Number: 0001193125-13-251707).
The following Report of Independent Registered Public Accounting Firm and financial statements have been included in this SAI in reliance upon the report of the independent registered public accounting
firm, given on their authority as experts in auditing and accounting.
-98-
To the Board of Trustees and Shareholders of
DoubleLine Equities Small Cap Growth Fund, DoubleLine Equities Growth Fund
And DoubleLine
Equities Global Technology Fund:
In our opinion, the accompanying statements of assets and liabilities present fairly, in all material
respects, the financial position of DoubleLine Equities Small Cap Growth Fund, DoubleLine Equities Growth Fund and DoubleLine Equities Global Technology Fund (collectively the DoubleLine Equity Funds, the Funds) at March 8, 2013, in
conformity with accounting principles generally accepted in The United States of America. These financial statements are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
March 13, 2013
/s/
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP, 350 South Grand Avenue, Los Angeles, CA 90071
T: (213) 356 6000, F: (813) 637 4444, www.pwc.com/us
-99-
DoubleLine Equities Small Cap Growth Fund
(a series of DoubleLine Equity Funds)
STATEMENT OF ASSETS AND LIABILITIES
March 8, 2013
|
|
|
|
|
Assets:
|
|
|
|
|
Cash
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
40,000
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Components of Net Assets:
|
|
|
|
|
Paid in Capital
|
|
|
40,000
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Computation of Net Asset Value:
|
|
|
|
|
Class I Shares:
|
|
|
|
|
Net Assets
|
|
$
|
20,000
|
|
Shares Outstanding (unlimited shares authorized with no par value)
|
|
|
2,000
|
|
Net Asset Value per share
|
|
$
|
10.00
|
|
|
|
Class N Shares:
|
|
|
|
|
Net Assets
|
|
$
|
20,000
|
|
Shares Outstanding (unlimited shares authorized with no par value)
|
|
|
2,000
|
|
Net Asset Value per share
|
|
$
|
10.00
|
|
The accompanying notes are an integral part of these financial statements.
-100-
DoubleLine Equities Growth Fund
(a series of DoubleLine Equity Funds)
STATEMENT OF ASSETS AND LIABILITIES
March 8, 2013
|
|
|
|
|
Assets:
|
|
|
|
|
Cash
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
40,000
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Components of Net Assets:
|
|
|
|
|
Paid in Capital
|
|
|
40,000
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Computation of Net Asset Value:
|
|
|
|
|
Class I Shares:
|
|
|
|
|
Net Assets
|
|
$
|
20,000
|
|
Shares Outstanding (unlimited shares authorized with no par value)
|
|
|
2,000
|
|
Net Asset Value per share
|
|
$
|
10.00
|
|
|
|
Class N Shares:
|
|
|
|
|
Net Assets
|
|
$
|
20,000
|
|
Shares Outstanding (unlimited shares authorized with no par value)
|
|
|
2,000
|
|
Net Asset Value per share
|
|
$
|
10.00
|
|
The accompanying notes are an integral part of these financial statements.
-101-
DoubleLine Equities Global Technology Fund
(a series of DoubleLine Equity Fund)
STATEMENT OF ASSETS AND LIABILITIES
March 8, 2013
|
|
|
|
|
Assets:
|
|
|
|
|
Cash
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
40,000
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Components of Net Assets:
|
|
|
|
|
Paid in Capital
|
|
|
40,000
|
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
Computation of Net Asset Value:
|
|
|
|
|
Class I Shares:
|
|
|
|
|
Net Assets
|
|
$
|
20,000
|
|
Shares Outstanding (unlimited shares authorized with no par value)
|
|
|
2,000
|
|
Net Asset Value per share
|
|
$
|
10.00
|
|
|
|
Class N Shares:
|
|
|
|
|
Net Assets
|
|
$
|
20,000
|
|
Shares Outstanding (unlimited shares authorized with no par value)
|
|
|
2,000
|
|
Net Asset Value per share
|
|
$
|
10.00
|
|
The accompanying notes are an integral part of these financial statements.
-102-
DoubleLine Equities Small Cap Growth Fund
DoubleLine Equities Growth Fund
DoubleLine Equities Global Technology Fund
(Series of DoubleLine Funds
Trust)
NOTES TO FINANCIAL STATEMENTS
March 8, 2013
1. Organization
DoubleLine Equity Funds (the
Trust
) is a newly organized open-end management investment company registered under the Investment
Company Act of 1940, as amended. The Trust was formed on January 11, 2013 as a Massachusetts business trust . The Trust consists of three series, DoubleLine Equities Small Cap Growth Fund, DoubleLine Equities Growth Fund and DoubleLine Equities
Global Technology Fund (each a
Fund
and collectively the
Funds
). Each Fund is a diversified portfolio with an investment objective to maximize long-term capital appreciation. Each Fund has two classes of shares,
Class N shares and Class I shares. Shares of each class of a Fund represent an equal pro rata interest in that Fund and both classes generally have the same voting, dividend, liquidation, and other rights.
The Trust has had no operations prior to March 8, 2013 other than matters relating to its organization and registration as an open-end management
investment company and the sale and issuance to DoubleLine Investment Corp., a wholly-owned subsidiary of DoubleLine Holdings LP (DHL), on March 8, 2013 of shares of the Funds at an aggregate purchase price of $120,000 allocated as
follows:
DoubleLine Equities Small Cap Growth: 2,000 Class I shares, and 2,000 Class N shares;
DoubleLine Equities Growth Fund: 2,000 Class I shares, and 2,000 Class N shares; and
DoubleLine Equities Global Technology Fund: 2,000 Class I shares, and 2,000 Class N shares.
As of March 8, 2013, DoubleLine Investment Corp. owned 100% of the outstanding shares of beneficial interests of the Funds.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles 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 statement of assets and
liabilities. Actual results could differ from those estimates.
Federal Income Taxes
The Funds intend to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. If so
qualified, the Funds will not be subject to federal income tax to the extent each fund distributes substantially all of its net investment income and capital gains to shareholders.
Cash
Cash includes non-interest bearing non-restricted cash with one institution.
3. Adviser
DoubleLine
Equity LP is a majority-owned subsidiary of DHL and serves as the investment adviser (the Adviser) to the Trust pursuant to an Investment Advisory and Management Agreement (Advisory Agreement), under the terms of which the
Trust will employ the Adviser to manage the investment of the assets of each Fund, to place orders for the purchase and sale of its portfolio securities, and to be responsible for overall management of the Trusts business affairs, subject to
oversight by the Board of Trustees.
-103-
Under the Advisory Agreement, the Funds will pay the following investment advisory fees to the Adviser as
compensation for the services rendered, facilities furnished, and expenses paid by it.
|
|
|
Fund
|
|
Annual Management Fee
(As Percent of Average
Net Asset Value)
|
DoubleLine Equities Small Cap Growth Fund
|
|
0.90%
|
DoubleLine Equities Growth Fund
|
|
0.80%
|
DoubleLine Equities Global Technology Fund
|
|
0.85%
|
The Adviser intends to contractually waive its investment advisory fee and to reimburse other ordinary expenses of each
Fund to the extent necessary to limit the ordinary operating expenses of the following share classes to an amount not to exceed the following annual rates (based on such class average daily net assets):
|
|
|
|
|
|
|
|
|
Class I
|
|
Class N
|
|
|
DoubleLine Equities Small Cap Growth Fund
|
|
1.15%
|
|
1.40%
|
|
|
DoubleLine Equities Growth Fund
|
|
1.05%
|
|
1.30%
|
|
|
DoubleLine Equities Global Technology Fund
|
|
1.10%
|
|
1.35%
|
|
|
Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest
expenses, acquired fund fees and expenses, and any other extraordinary expense. These expense limitations are in effect until one year after the effective date of the registration statement.
The Adviser will be permitted to be reimbursed for fee reductions and/or expense reimbursements it made to the Funds at any time within three fiscal years after the fiscal year in which such amounts were
waived or reimbursed, subject to the above expense limitations. Each Fund will be required to pay its current ordinary operating expenses before the Adviser is entitled to any reimbursement of fees and/or expenses. Any such reimbursement requested
by the Adviser will be subject to review and approval by the Board of Trustees and will be subject to the Funds respective expense limitations in place when the expenses were waived. The initial expense limitations will be in place for one
year from the effective date of the Funds registration statement.
4. Plan of Distribution (12b-1 Plan)
The Class N shares of each Fund will be subject to fees imposed under a distribution plan (
Distribution Plan
) adopted pursuant to Rule
12b-1 under the 1940 Act. Pursuant to the Distribution Plan, each Fund will compensate the Funds distributor or other financial intermediaries for distribution and related services at a rate equal to 0.25% of the average daily net assets of
that Fund attributable to its Class N shares. The fees may be used to pay the Funds distributor for distribution services and sales support services provided in connection with Class N shares. The fee may also be used to pay financial
intermediaries for the sales support services and related expenses and shareholder servicing fees. The shareholder servicing fees will be paid to compensate financial intermediaries for the administration and servicing of shareholder accounts and
are not costs which are primarily intended to result in the sale of the Funds shares.
5. Administrator, Transfer Agent, Custodian
and Distributor
U.S. Bancorp Fund Services, LLC, a subsidiary of U.S. Bancorp, as of March 8, 2013, intends to serve as the
Funds Fund Accountant, Administrator and Transfer Agent pursuant to certain Fund Accounting Servicing, Fund Administration Servicing and Transfer Agent Servicing Agreements. U.S. Bank National Association, a subsidiary of U.S. Bancorp, as of
March 8, 2013, intends to serve as the Funds Custodian pursuant to a Custody Agreement. Quasar Distributors, LLC as of March 8, 2013, intends to serve as the Funds distributor pursuant to a Distribution Agreement.
6. Organization and Offering Costs
Organizational expenses consist of costs incurred to establish the Trust and enable it legally to do business. Expenses incurred with the organization of
the Trust and the Funds will be paid for by the Adviser. Offering expenses consist of costs incurred in the preparation of the initial registration statement, registration fees and other related expenses. Offering costs are deferred until the
Funds operations begin and thereafter amortized to expense over twelve months on a straight line basis. If the Adviser waives its investment advisory fee in respect of, or reimburses a Fund for, offering costs incurred by the Fund under the
expense limitation arrangement described in Note 3 above, the Adviser may be reimbursed by the Fund for those fee waivers and/or expense reimbursements at any time within three fiscal years after the fiscal year in which such amounts were waived or
reimbursed, subject to the Funds respective expense limitation in place when the fees were waived or expenses reimbursed.
-104-
7. Subsequent Events
Management has evaluated events and transactions occurring through the date of filing this financial statement. Such evaluation resulted in no adjustments to the accompanying financial statements.
-105-
APPENDIX A
DESCRIPTION OF S&P AND MOODYS RATINGS
S&P
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to
meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated AA differs from the
highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A
An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories.
However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation
rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties
or major exposures to adverse conditions.
BB
An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor
currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial
commitment on the obligation.
CC
An obligation rated CC is currently highly vulnerable to nonpayment.
C
A C rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment
arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the C rating may be assigned to
subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue
is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D
An
obligation rated D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not
expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an
obligation are jeopardized. An obligations rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having
a total value that is less than par.
Plus
(+) or
Minus
(-)
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
-106-
Moodys
Aaa
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa
Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.
Ba
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B
Obligations rated B are considered speculative and are subject to high credit risk.
Caa
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and
interest.
C
Obligations rated C are the lowest rated class and are typically in default, with little prospect for recovery of
principal or interest.
Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The
modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
-107-
DOUBLELINE FUNDS TRUST
PART C
OTHER INFORMATION
Item 28.
Exhibits
(a)
|
Declaration of Trust.
|
|
1.
|
Certificate of Trust as filed with the State of Delaware on January 11, 2010.
1
|
|
2.
|
Second Amended and Restated Declaration of Trust.
2
|
(b)
|
Bylaws of
Registrant.
3
|
(d)
|
Investment Advisory and Management Agreement between Registrant and DoubleLine Capital LP, dated March 25, 2010.
4
|
|
1.
|
Schedules A and B to Investment Advisory and Management Agreement between Registrant and DoubleLine Capital LP relating to DoubleLine Multi-Asset
Growth Fund.
5
|
|
2.
|
Schedules A and B to Investment Advisory and Management Agreement between Registrant and DoubleLine Capital LP relating to DoubleLine Low Duration Bond
Fund.
6
|
|
3.
|
Schedules A and B to Investment Advisory and Management Agreement between Registrant and DoubleLine Capital LP relating to DoubleLine Floating Rate
Fund.
8
|
(e)
|
Distribution Agreement between Registrant and Quasar Distributors, LLC, dated March 25,
2010.
4
|
|
1.
|
First Amendment to Distribution Agreement dated August 25, 2010.
5
|
|
2.
|
Second Amendment to Distribution Agreement dated August 25, 2011.
6
|
|
3.
|
Third Amendment to Distribution Agreement dated November 16, 2012.
8
|
(g)
|
Custody Agreement between Registrant and U.S. Bank National Association, dated March 25,
2010.
4
|
|
1.
|
First Amendment to Custody Agreement dated August 25, 2010.
5
|
|
2.
|
Second Amendment to Custody Agreement dated August 25, 2011.
6
|
|
3.
|
Third Amendment to Custody Agreement dated November 16, 2012.
8
|
(h)
|
Other Material Contracts.
|
|
1.
|
Transfer Agent Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC, dated March 25, 2010.
4
|
|
(A)
|
First Amendment to Transfer Agent Servicing Agreement dated August 25, 2010.
5
|
|
(B)
|
Second Amendment to Transfer Agent Servicing Agreement dated August 25, 2011.
6
|
|
(C)
|
Fifth Amendment to Transfer Agent Servicing Agreement dated January 15, 2013.
8
|
|
2.
|
Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC,
dated March 25, 2010.
4
|
|
(A)
|
First Amendment to Fund Accounting Servicing Agreement dated August 25, 2010.
5
|
|
(B)
|
Second Amendment to Fund Accounting Servicing Agreement dated August 25, 2011.
6
|
|
(C)
|
Third Amendment to Fund Accounting Servicing Agreement dated November 16, 2012.
8
|
|
3.
|
Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC,
dated March 25, 2010.
4
|
|
(A)
|
First Amendment to Fund Administration Servicing Agreement dated August 25, 2010.
5
|
|
(B)
|
Second Amendment to Fund Administration Servicing Agreement dated August 25, 2011.
6
|
|
(C)
|
Fourth Amendment to Fund Administration Servicing Agreement dated November 16, 2012.
8
|
|
4.
|
Expense Limitation Agreement.
|
|
(A)
|
Expense Limitation Agreement between DoubleLine Capital LP and Registrant, dated March 25, 2010.
4
|
|
(B)
|
Expense Limitation Agreement between DoubleLine Capital LP and Registrant relating to DoubleLine Multi-Asset Growth Fund.
5
|
|
(C)
|
Expense Limitation Agreement between DoubleLine Capital LP and Registrant relating to DoubleLine Low Duration Bond Fund.
6
|
|
(D)
|
Expense Limitation Agreement between DoubleLine Capital LP and Registrant relating to DoubleLine Floating Rate Fund.
8
|
|
5.
|
Powers of Attorney filed herewith.
|
(i)
|
Opinion and Consent of Counsel.
|
C-2
|
1.
|
Opinion and Consent of Counsel with respect to the legality of the shares being issued.
2
|
|
2.
|
Legal Opinion relating to DoubleLine Multi-Asset Growth Fund.
5
|
|
3.
|
Legal Opinion relating to DoubleLine Low Duration Bond Fund.
6
|
|
4.
|
Legal Opinion relating to DoubleLine Floating Rate Fund.
8
|
(j)
|
Consent of Independent Registered Public Accounting Firm filed herewith.
|
(l)
|
Initial Capital Agreement of DoubleLine Capital LP, dated March 22, 2010.
4
|
(m)
|
Registrants Amended and Restated Distribution Plan.
5
|
(n)
|
Registrants Amended and Restated Multi-Class Plan.
5
|
(p)
|
Joint Code of Ethics filed herewith.
|
1
|
Incorporated herein by reference to Registrants Registration Statement on Form N-1A filed on January 12, 2010.
|
2
|
Incorporated herein by reference to Registrants Registration Statement on Form N-1A filed on April 1, 2010.
|
3
|
Incorporated herein by reference to Registrants Registration Statement on Form N-1A filed on March 5, 2010.
|
4
|
Incorporated herein by reference to Registrants Registration Statement on Form N-1A filed on March 30, 2010.
|
5
|
Incorporated herein by reference to Registrants Registration Statement on Form N-1A filed on September 29, 2010.
|
6
|
Incorporated herein by reference to Registrants Registration Statement on Form N-1A filed on September 27, 2011.
|
7
|
Incorporated herein by reference to Registrants Registration Statement on Form N-1A filed on July 25, 2012.
|
8
|
Incorporated herein by reference to Registrants Registration Statement on Form N-1A filed on January 25, 2013.
|
Item 29. Persons Controlled by or Under Common Control with Registrant.
No person is controlled by or under common control with the Registrant.
Item 30.
Indemnification.
The following description is qualified in its entirety by reference to the Trusts Second Amended and Restated
Declaration of Trust (the
Declaration of Trust
), filed as Exhibit (a)(2), and incorporated herein by reference, to the Trusts Registration Statement on Form N-1A filed on April 1, 2010. The Declaration of Trust provides
that to the fullest extent permitted by law any person who is a trustee or an officer of the Trust or is or was serving at the request of the Trust as a trustee, director or officer of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise (a
Covered Person
) shall be indemnified by the Trust, provided, however, that such indemnification shall not extend to actions by a Covered Person arising from bad faith, willful misfeasance,
gross negligence or reckless disregard of the duties involved in the conduct of such Covered Persons office or with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any
action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Persons action was in the best interests of the Trust.
The Declaration of Trust provides that the Trust shall indemnify each Covered Person against all liabilities and against all expenses reasonably incurred by them in connection with the defense or
disposition of any action, suit or
C-3
other proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid. Such indemnity shall apply to all actions,
suits or other proceedings (civil or criminal, before any court or administrative body), actual or threatened while in office or thereafter and shall include without limitation amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person. As to any matter disposed of prior to adjudication in a decision on the merits by a court or any other body, indemnification shall be provided only if (i) approved, by a
majority of disinterested Independent Trustees, as in the best interests of the Trust, upon a determination that such Covered Person acted in good faith in the reasonable belief that such Covered Persons action was in the best interests of the
Trust or (ii) there has been obtained an opinion in writing of independent legal counsel to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that such Covered Persons action was in the best
interests of the Trust. Notwithstanding the foregoing, recovery from the Covered Person of any amount paid to such Covered Person as indemnification shall not be prevented if the Covered Person is subsequently adjudicated by a court of competent
jurisdiction not to have acted in good faith in the reasonable belief that such Covered Persons action was in the best interests of the Trust or to have been liable to the Trust or its shareholders by reason of bad faith, willful misfeasance,
gross negligence or reckless disregard of the duties involved in the conduct of such Covered Persons office.
The rights of
indemnification shall not be exclusive of or affect any other rights to which any Covered Person may be entitled and shall not affect shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and
other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of such person; provided, however, that the Trust shall not purchase or maintain any such liability
insurance in contravention of the 1940 Act or other applicable law. The term Covered Person shall include such persons heirs, executors and administrators. Any repeal or modification to these rights under the Declaration of Trust shall be
prospective only, to the extent that such repeal or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification or right to advancement of expenses available to any
Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended (the
Securities Act
), may be permitted to trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions or otherwise, the Trust
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Trust of expenses incurred or paid by a trustee, officer or controlling person of the Trust in a successful defense of any action, suit or proceeding or payment pursuant to any insurance policy) is
asserted by such trustee, officer or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Funds may, from time to time, enter into contracts or other arrangements pursuant to which a Trustee, officer, underwriter, affiliated person of a Fund or other person may be insured or indemnified
against any liability incurred in such persons official capacity. Any such obligations could be material to the Funds.
Item 31.
Business and Other Connections of Investment Adviser.
The Registrants investment adviser, DoubleLine Capital LP (the
Adviser
), is a Delaware limited partnership. The list required by this Item 31 of officers and trustees of the Adviser, together with information as to any other business, profession, vocation or employment of a substantial
nature engaged in by the Adviser and such officers and trustees during the past two years, is incorporated by reference to Form ADV (SEC File No. 801-70942) filed by the Adviser pursuant to the Advisers Act.
C-4
Item 32. Principal Underwriters.
(a) Quasar Distributors, LLC, the Registrants principal underwriter, acts as principal underwriter for the following
investment companies:
|
|
|
Academy Funds Trust
|
|
Hotchkis & Wiley Funds
|
Advisors Series Trust
|
|
Intrepid Capital Management Funds Trust
|
Aegis Funds
|
|
IronBridge Funds, Inc.
|
Aegis Value Fund, Inc.
|
|
Jacob Funds, Inc.
|
Allied Asset Advisors Funds
|
|
Jensen Portfolio, Inc.
|
Alpine Equity Trust
|
|
Keystone Mutual Funds
|
Alpine Income Trust
|
|
Kirr Marbach Partners Funds, Inc.
|
Alpine Series Trust
|
|
Litman Gregory Funds Trust
|
Ambassador Funds
|
|
LKCM Funds
|
Artio Global Funds
|
|
LoCorr Investment Trust
|
Barrett Opportunity Fund, Inc.
|
|
Lord Asset Management Trust
|
Brandes Investment Trust
|
|
MainGate Trust
|
Brandywine Blue Fund, Inc.
|
|
Managed Portfolio Series
|
Brandywine Fund, Inc.
|
|
Matrix Advisors Value Fund, Inc.
|
Bridges Investment Fund, Inc.
|
|
Merger Fund
|
Brookfield Investment Funds
|
|
Monetta Fund, Inc.
|
Brown Advisory Funds
|
|
Monetta Trust
|
Buffalo Funds
|
|
Nicholas Family of Funds, Inc.
|
Country Mutual Funds Trust
|
|
Permanent Portfolio Family of Funds, Inc.
|
Cushing MLP Funds Trust
|
|
Perritt Funds, Inc.
|
DoubleLine Funds Trust
|
|
Perritt Microcap Opportunities Fund, Inc.
|
Empiric Funds, Inc.
|
|
PineBridge Mutual Funds
|
ETF Series Solutions
|
|
PRIMECAP Odyssey Funds
|
Evermore Funds Trust
|
|
Professionally Managed Portfolios
|
First American Funds, Inc.
|
|
Prospector Funds, Inc.
|
First American Investment Funds, Inc.
|
|
Purisima Funds
|
First American Strategy Funds, Inc.
|
|
Rainier Investment Management Mutual Funds
|
Fort Pitt Capital Funds
|
|
RBC Funds Trust
|
Glenmede Fund, Inc.
|
|
SCS Financial Funds
|
Glenmede Portfolios
|
|
Thompson Plumb Funds, Inc.
|
Greenspring Fund, Inc.
|
|
TIFF Investment Program, Inc.
|
Guinness Atkinson Funds
|
|
Trust for Professional Managers
|
Harding Loevner Funds, Inc.
|
|
USA Mutuals Funds
|
Hennessy Funds Trust
|
|
Wall Street Fund
|
Hennessy Funds, Inc.
|
|
Wexford Trust/PA
|
Hennessy Mutual Funds, Inc.
|
|
Wisconsin Capital Funds, Inc.
|
Hennessy SPARX Funds Trust
|
|
WY Funds
|
(b) To the best of Registrants knowledge, the directors and executive officers of Quasar Distributors, LLC are as
follows:
|
|
|
|
|
Name and Principal
Business Address
|
|
Position and Offices with Quasar Distributors, LLC
|
|
Positions and Offices with
Registrant
|
|
|
|
James R. Schoenike
(1)
|
|
President, Board Member
|
|
None
|
C-5
|
|
|
|
|
Andrew M. Strnad
(2)
|
|
Secretary
|
|
None
|
|
|
|
Joe D. Redwine
(1)
|
|
Board Member
|
|
None
|
|
|
|
Robert Kern
(1)
|
|
Board Member
|
|
None
|
|
|
|
Joseph Bree
(1)
|
|
Chief Financial Officer
|
|
None
|
|
|
|
Susan LaFond
(1)
|
|
Treasurer
|
|
None
|
|
|
|
Teresa Cowan
(1)
|
|
Assistant Secretary
|
|
None
|
|
|
|
John Kinsella
(3)
|
|
Assistant Treasurer
|
|
None
|
|
|
|
Brett Scribner
(3)
|
|
Assistant Treasurer
|
|
None
|
(1)
This individual is located at 615 East Michigan Street, Milwaukee, Wisconsin 53202.
(2)
This individual is located at 6602 East 75th Street, Indianapolis, Indiana 46250.
(3)
This
individual is located at 800 Nicollet Mall, Minneapolis, Minnesota 55402.
(c) Not applicable.
Item 33. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained at:
DoubleLine Funds Trust
333 South
Grand Avenue, Suite 1800
Los Angeles, CA 90071
DoubleLine Capital LP
333 South Grand Avenue, Suite 1800
Los Angeles, CA 90071
U.S. Bancorp Fund
Services, LLC
615 E. Michigan Street, 3rd Floor
Milwaukee, WI 53202
U.S. Bank National Association
1555 N. River Center Drive, Suite 302
Milwaukee, Wisconsin 53212
Quasar
Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202
Item 34. Management Services.
Not applicable.
Item 35. Undertakings.
Not applicable.
C-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness
of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly
authorized, in the City of Los Angeles and the State of California on the 25th day of July, 2013.
|
|
|
DoubleLine Funds Trust
|
|
|
By:
|
|
/s/ Ronald R. Redell
|
Name:
|
|
Ronald R. Redell
|
Title:
|
|
President
|
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, this
Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
|
|
|
|
|
Name
|
|
Capacity
|
|
Date
|
|
|
|
/s/ Ronald R. Redell
Ronald R. Redell
|
|
President
|
|
July 25, 2013
|
|
|
|
/s/ Susan Nichols
Susan Nichols
|
|
Treasurer and Principal Financial and Accounting Officer
|
|
July 25, 2013
|
|
|
|
/s/ Jeffrey E. Gundlach*
Jeffrey E. Gundlach
|
|
Trustee
|
|
July 25, 2013
|
|
|
|
/s/ Philip A. Barach*
Philip A. Barach
|
|
Trustee
|
|
July 25, 2013
|
|
|
|
/s/ Joseph J. Ciprari*
Joseph J. Ciprari
|
|
Trustee
|
|
July 25, 2013
|
|
|
|
/s/ John C. Salter*
John C. Salter
|
|
Trustee
|
|
July 25, 2013
|
|
|
|
/s/ Raymond B. Woolson*
Raymond B. Woolson
|
|
Trustee
|
|
July 25, 2013
|
|
|
|
*By:
|
|
/s/ Louis C. Lucido
|
|
|
Louis C. Lucido
Attorney-In-Fact
Date:
July 25, 2013
|
INDEX TO EXHIBITS
|
|
|
Exhibit
Number
|
|
Description
|
|
|
(h)(5)
|
|
Powers of Attorney
|
|
|
(j)
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
(p)
|
|
Joint Code of Ethics
|
Compass Diversified (NYSE:CODI)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Compass Diversified (NYSE:CODI)
Historical Stock Chart
Von Jul 2023 bis Jul 2024