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Notes to Financial Statements |
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(Unaudited) March 31, 2022 |
1. Organization
DoubleLine Yield Opportunities Fund (the Fund) is organized as a non-diversified, limited term, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), and the rules and regulations thereunder. The Fund was organized as a
Massachusetts business trust on September 17, 2019 and commenced operations on February 26, 2020. The Fund is listed on the New York Stock Exchange (NYSE) under the symbol DLY. The Funds investment objective
is to seek a high level of total return, with an emphasis on current income.
The Fund has a limited term and intends to terminate as of the first business
day following the twelfth anniversary of the effective date of the Funds initial registration statement, February 25, 2032 (the Dissolution Date); provided that the Funds Board of Trustees (the Board) may, by
a vote of the majority of the Board and seventy-five percent (75%) of the Continuing Trustees, as such term is defined in the Funds Second Amended and Restated Agreement and Declaration of Trust (a Board Action Vote), without
shareholder approval, extend the Dissolution Date (i) once for up to one year, and (ii) once for up to an additional six months, to a date up to and including the eighteenth month after the initial Dissolution Date, which later date shall
then become the Dissolution Date. At the Dissolution Date, each holder of common shares of beneficial interest (Common Shareholder) would be paid a pro rata portion of the Funds net assets as determined as of the Dissolution Date.
The Board may, by a Board Action Vote, cause the Fund to conduct a tender offer, as of a date within twelve months preceding the Dissolution Date (as may be extended as described above), to all Common Shareholders to purchase 100% of the then
outstanding common shares of the Fund at a price equal to the net asset value (NAV) per common share on the expiration date of the tender offer (an Eligible Tender Offer). In an Eligible Tender Offer, the Fund will offer to
purchase all Common Shares held by each Common Shareholder; provided that if the number of properly tendered Common Shares would result in the Fund having aggregate net assets below $200 million (the Dissolution Threshold), the
Eligible Tender Offer will be canceled, no Common Shares will be repurchased pursuant to the Eligible Tender Offer, and the Fund will terminate as otherwise scheduled.
The Fund sold and issued 5,000 shares of beneficial interest at $20.00 per share to DoubleLine Asset Management Company LLC (DAMCO), a wholly owned
subsidiary of DoubleLine Capital LP (the Adviser or DoubleLine Capital). The Fund issued 46,000,000 common shares of beneficial interest in its initial public offering at $20.00 per share. The Fund issued an additional
1,900,000 common shares at $20.00 per share in connection with the underwriters over-allotment option.
The fiscal year end for the Fund is
September 30, and the period covered by these Financial Statements is for the six months ended March 31, 2022 (the period end).
2. Significant Accounting Policies
The Fund is an investment company that applies the accounting and reporting
guidance issued in Topic 946, Financial Services Investment Companies, by the Financial Accounting Standards Board (FASB). The following is a summary of the significant accounting policies of the Fund. These policies
are in conformity with accounting principles generally accepted in the United States of America (US GAAP).
A. Security Valuation. The Fund has adopted US GAAP fair value accounting standards, which establish a definition of fair value and set out a
hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related
inputs during the period. These inputs are summarized in the three broad levels listed below:
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Level 1Unadjusted quoted market prices in active markets for identical securities |
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Level 2Quoted prices for identical or similar assets in markets that are not active, or inputs derived from
observable market data |
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Level 3Significant unobservable inputs (including the reporting entitys estimates and assumptions)
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Market values for domestic and foreign fixed income securities are normally determined on the basis of valuations provided by independent
pricing services. Vendors typically value such securities based on one or more inputs described in the following table, which is not intended to be a complete list. The table provides examples of inputs that are commonly relevant for valuing
particular classes of fixed income securities in which the Fund is authorized to invest. However, these classifications are not exclusive, and any of the inputs may be used to value any other class of fixed-income securities. Securities that use
similar valuation techniques and inputs as described in the following table are categorized as Level 2 of the fair value hierarchy. To the extent the significant inputs are unobservable, the values generally would be categorized as
Level 3. Assets and liabilities may be transferred between levels.
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Semi-Annual Report |
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March 31, 2022 |
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27 |
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Notes to Financial
Statements (Cont.) |
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Fixed-income class |
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Examples of Inputs |
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All |
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Benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, spreads and other relationships observed in the markets among
comparable securities; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance and other reference data (collectively referred to as standard
inputs) |
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Corporate bonds and notes;
convertible securities |
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Standard inputs and underlying equity of the issuer |
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US bonds and notes of government and government
agencies |
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Standard inputs |
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Residential and commercial mortgage-backed obligations; asset-backed obligations (including collateralized loan obligations) |
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Standard inputs and cash flows, prepayment information, default rates, delinquency and loss assumptions, collateral characteristics, credit enhancements and specific deal
information, trustee reports |
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Bank loans |
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Standard inputs |
Investments in registered open-end management investment companies will be valued based
upon the net asset value (NAV) of such investments and are categorized as Level 1 of the fair value hierarchy.
Common stocks,
exchange-traded funds and financial derivative instruments, such as futures contracts or options contracts, that are traded on a national securities or commodities exchange, are typically valued at the last reported sales price, in the case of
common stocks and exchange-traded funds, or, in the case of futures contracts or options contracts, the settlement price determined by the relevant exchange. To the extent these securities are actively traded and valuation adjustments are not
applied, they are categorized as Level 1 of the fair value hierarchy.
Over-the-counter financial derivative instruments, such as forward currency
exchange contracts, options contracts, or swap agreements, derive their values from underlying asset prices, indices, reference rates, other inputs or a combination of these factors. These instruments are normally valued on the basis of evaluations
provided by independent pricing services or broker dealer quotations. Depending on the instrument and the terms of the transaction, the value of the derivative instruments can be estimated by a pricing service provider using a series of techniques,
such as simulation pricing models. The pricing models use issuer details and other inputs that are observed from actively quoted markets such as indices, spreads, interest rates, curves, dividends and exchange rates. Derivatives that use similar
valuation techniques and inputs as described above are normally categorized as Level 2 of the fair value hierarchy.
The Funds holdings in whole
loans, securitizations and certain other types of alternative lending-related instruments may be valued based on prices provided by a third-party pricing service.
Senior secured floating rate loans for which an active secondary market exists to a reliable degree will be valued at the mean of the last available bid/ask
prices in the market for such loans, as provided by an independent pricing service. Where an active secondary market does not exist to a reliable degree in the judgment of the Adviser, such loans will be valued at fair value based on certain
factors.
In respect of certain commercial real estate-related, residential real estate-related and certain other investments for which a limited market may
exist, the Fund may value such investments based on appraisals conducted by an independent valuation advisor or a similar pricing agent. However, an independent valuation firm may not be retained to undertake an evaluation of an asset unless the
NAV, market price and other aspects of an investment exceed certain significance thresholds.
Securities may be fair valued by the Adviser in accordance with
the fair valuation procedures approved by the Board. The Advisers valuation committee is generally responsible for overseeing the day to day valuation processes and reports periodically to the Board. The Advisers valuation committee and
the pricing group are authorized to make all necessary determinations of the fair values of portfolio securities and other assets for which market quotations or third party vendor prices are not readily available or if it is deemed that the prices
obtained from brokers and dealers or independent pricing services are deemed to be unreliable indicators of market or fair value.
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28 |
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DoubleLine Yield Opportunities Fund |
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(Unaudited) March 31, 2022 |
The following is a
summary of the fair valuations according to the inputs used to value the Funds investments as of March 31, 2022:
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Category |
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Investments in Securities |
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Level 1 |
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Money Market Funds |
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$ |
28,425,851 |
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Preferred Stocks |
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9,332,000 |
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Real Estate Investment Trusts |
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9,262,900 |
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Total Level 1 |
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47,020,751 |
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Level 2 |
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Non-Agency Commercial Mortgage Backed Obligations |
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$ |
262,465,946 |
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US Corporate Bonds |
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198,631,878 |
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Foreign Corporate Bonds |
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180,821,650 |
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Collateralized Loan Obligations |
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139,986,031 |
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Non-Agency Residential Collateralized Mortgage
Obligations |
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115,189,365 |
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Bank Loans |
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80,757,973 |
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US Government and Agency Mortgage Backed Obligations |
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79,353,833 |
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Asset Backed Obligations |
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28,666,769 |
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Foreign Government Bonds, Foreign Agencies and Foreign
Government Sponsored Corporations |
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23,156,036 |
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Total Level 2 |
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1,109,029,481 |
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Level 3 |
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Asset Backed Obligations |
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$ |
19,116,712 |
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Collateralized Loan Obligations |
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3,961,640 |
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Common Stocks |
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698,649 |
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Preferred Stocks |
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102,230 |
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Total Level 3 |
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23,879,231 |
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Total |
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$ |
1,179,929,463 |
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See the Schedule of Investments for further disaggregation of investment categories.
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
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Fair Value as of 9/30/2021 |
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Net Realized Gain (Loss) |
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Net Change in Unrealized Appreciation (Depreciation)(c) |
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Net Accretion (Amortization) |
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Purchases(a) |
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Sales(b) |
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Transfers Into Level
3(d) |
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Transfers Out of Level
3(d) |
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Fair Value as of 3/31/2022 |
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Net Change in Unrealized Appreciation (Depreciation) on
securities held at 3/31/2022(c) |
Investments in Securities |
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Asset Backed Obligations |
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$ |
17,202,828 |
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$ |
2,978 |
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$ |
(4,281,860 |
) |
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$ |
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$ |
6,491,263 |
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$ |
(298,497 |
) |
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$ |
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$ |
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$ |
19,116,712 |
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$ |
(3,804,301 |
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Collateralized Loan Obligations |
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4,404,564 |
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(442,924 |
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3,961,640 |
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(442,924 |
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Common Stocks |
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217,344 |
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481,305 |
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698,649 |
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Preferred Stocks |
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(115,703 |
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217,933 |
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102,230 |
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Foreign Corporate Bonds |
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104,947 |
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30,639 |
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(135,586 |
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Total |
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$ |
21,712,339 |
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$ |
2,978 |
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$ |
(4,623,143 |
) |
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$ |
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$ |
7,221,140 |
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$ |
(434,083 |
) |
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$ |
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$ |
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$ |
23,879,231 |
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$ |
(4,247,225 |
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(a) |
Purchases include all purchases of securities, payups and corporate actions. |
(b) |
Sales include all sales of securities, maturities, and paydowns. |
(c) |
Any difference between Net Change in Unrealized Appreciation (Depreciation) and Net Change in Unrealized
Appreciation (Depreciation) on securities held at March 31, 2022 may be due to a security that was not held or categorized as Level 3 at either period end. |
(d) |
Transfers into or out of Level 3 can be attributed to changes in the availability of pricing sources and/or
in the observability of significant inputs used to measure the fair value of those instruments. |
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Semi-Annual Report |
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March 31, 2022 |
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29 |
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Notes to Financial
Statements (Cont.) |
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The following is a summary of quantitative
information about Level 3 Fair Value Measurements:
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Fair Value as of 3/31/2022 |
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Valuation Techniques |
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Unobservable Input |
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Unobservable Input Values (Weighted Average)(e) |
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Impact to valuation from an increase to input |
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Asset Backed Obligations |
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$ |
19,116,712 |
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Market Comparables |
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Market Quotes |
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$65.88-$64,366.29 ($17,783.34 |
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Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security |
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Collateralized Loan Obligations |
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$ |
3,961,640 |
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Market Comparables |
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Market Quotes |
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$79.23 ($79.23 |
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Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security |
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Common Stocks |
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$ |
698,649 |
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Market Comparables |
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Market Quotes |
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$29.75 ($29.75 |
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Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security |
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Preferred Stocks |
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$ |
102,230 |
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Market Comparables |
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Market Quotes |
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$10.00 ($10.00 |
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Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the
security |
(e) |
Unobservable inputs were weighted by the relative fair value of the instruments. |
B. Federal Income Taxes. The Fund has elected to be
taxed as a regulated investment company and intends to distribute substantially all of its taxable income to its shareholders and otherwise comply with the provisions of Subchapter M of the Internal Revenue Code applicable to regulated
investment companies. Therefore, no provision for federal income taxes has been made.
The Fund may be subject to a nondeductible 4% excise tax
calculated as a percentage of certain undistributed amounts of net investment income and net capital gains.
The Fund has followed the authoritative guidance
on accounting for and disclosure of uncertainty in tax positions, which requires the Fund to determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. The Fund has determined that there was no effect on the financial statements from following this authoritative guidance. In the normal course of business, the Fund is subject to examination
by federal, state and local jurisdictions, where applicable, for tax years for which applicable statutes of limitations have not expired. The Fund identifies its major tax jurisdictions as U.S. Federal, the Commonwealth of Massachusetts and the
State of California. The Funds tax returns are subject to examination by relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return but which can be
extended to six years in certain circumstances.
C. Security Transactions, Investment
Income. Investment securities transactions are accounted for on trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Interest income,
including non-cash interest, is recorded on an accrual basis. Discounts/premiums on debt securities purchased, which may include residual and subordinate notes, are accreted/amortized over the life of the
respective securities using the effective interest method except for certain deep discount bonds where management does not expect the par value above the bonds cost to be fully realized. Dividend income and corporate action transactions, if
any, are recorded on the ex-date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of securities received. Paydown gains and
losses on mortgage-related and other asset-backed securities are recorded as components of interest income on the Statement of Operations.
D. Dividends and Distributions to Shareholders. Dividends from net investment income will be declared and paid monthly. The Fund will distribute
any net realized long or short-term capital gains at least annually. Distributions are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from US GAAP. Permanent book and tax basis
differences relating to shareholder distributions will result in reclassifications between paid-in capital, undistributed (accumulated) net investment income (loss), and/or undistributed (accumulated) realized
gain (loss). Undistributed (accumulated) net investment income or loss may include temporary book and tax basis differences, which will reverse in a subsequent period. Any taxable income or capital gain remaining at fiscal year end is distributed in
the following year.
E. Use of Estimates.The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
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30 |
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DoubleLine Yield Opportunities Fund |
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(Unaudited) March 31, 2022 |
F. Share Valuation. The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash and
other assets, minus all liabilities (including estimated accrued expenses), by the total number of shares outstanding, rounded to the nearest cent. The Funds NAV is typically calculated on days when the NYSE opens for regular trading.
G. Unfunded Loan Commitments. The Fund
may enter into certain credit agreements, of which all or a portion may be unfunded. As of March 31, 2022, the Fund had no unfunded positions.
The Fund may also enter into certain credit agreements designed to provide standby short term or bridge financing to a borrower. Typically the
borrower is not economically incented to draw on the bridge loan. As of March 31, 2022, the Fund had no outstanding bridge loan commitments. The Fund is obligated to fund these commitments at the borrowers discretion. At the end of the
period, the Fund maintained with its custodian liquid investments having an aggregate value at least equal to the par value of its unfunded loan commitments and bridge loans.
H. Guarantees and Indemnifications. Under the
Funds organizational documents, each Trustee and officer of the Fund is indemnified, to the extent permitted by the 1940 Act, against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the
normal course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund
that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts.
3. Related Party Transactions
The Adviser provides the Fund with investment management services under an Investment Management Agreement (the Agreement). Under the Agreement, the
Adviser manages the investment of the assets of the Fund, places orders for the purchase and sale of its portfolio securities and is responsible for providing certain resources to assist with the day-to-day management of the Funds business affairs. As compensation for its services, the Adviser is entitled to a monthly fee at the annual rate of 1.35% of the average daily total managed assets of
the Fund. Total managed assets means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, and/or preferred shares that may be outstanding)
minus accrued liabilities (other than liabilities in respect of reverse repurchase agreements, dollar roll transactions or similar transactions, and borrowings). For purposes of calculating total managed assets, the liquidation preference of any
preferred shares outstanding shall not be considered a liability. DoubleLine Asset Management Company, a wholly owned subsidiary of the Adviser, owned 5,768 shares of the Fund as of the period end. The Adviser has arrangements with DoubleLine Group
LP to provide personnel and other resources to the Fund.
4. Purchases and Sales of Securities
For the period ended March 31, 2022, purchases and sales of investments, excluding U.S. Government securities and short term investments, were $173,843,581
and $199,156,780, respectively. There were no transactions in U.S. Government securities (defined as long-term U.S. Treasury bills, notes and bonds) during the period.
5. Income Tax Information
The tax character of distributions for the Fund was as follows:
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Period
Ended March 31, 2022 |
|
Period
Ended September 30, 2021 |
|
|
|
|
Distributions Paid From: |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Income |
|
|
|
|
|
|
|
$ |
33,571,635 |
|
|
|
$ |
67,076,555 |
|
|
|
|
|
Return of Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
66,714 |
|
|
|
|
|
Increase (Decrease) in Net Assets Resulting from Net Share
Transactions |
|
|
|
|
|
|
|
$ |
33,571,635 |
|
|
|
$ |
67,143,269 |
|
|
|
|
|
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|
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|
Semi-Annual Report |
|
| |
|
March 31, 2022 |
|
31 |
|
|
|
Notes to Financial
Statements (Cont.) |
|
|
The cost basis of investments for federal
income tax purposes as of September 30, 2021, was as follows:
|
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|
|
|
|
|
|
Tax Cost of Investments |
|
|
|
|
|
|
|
$ |
1,257,221,497 |
|
|
|
|
Gross Tax Unrealized Appreciation |
|
|
|
|
|
|
|
|
68,752,119 |
|
|
|
|
Gross Tax Unrealized Depreciation |
|
|
|
|
|
|
|
|
(28,618,819 |
) |
|
|
|
Net Tax Unrealized Appreciation (Depreciation) |
|
|
|
|
|
|
|
|
40,133,300 |
|
As of September 30, 2021, the components of accumulated earnings (losses) for income tax purposes were as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
|
Net Tax Unrealized Appreciation (Depreciation) |
|
|
|
|
|
|
|
$ |
40,133,300 |
|
|
|
|
Other Accumulated Gains (Losses) |
|
|
|
|
|
|
|
|
(23,101,757 |
) |
|
|
|
Total Accumulated Earnings (Losses) |
|
|
|
|
|
|
|
|
17,031,543 |
|
As of September 30, 2021, $22,864,038 was available as a capital loss carryforward.
The Fund may elect to defer to the first day of the next taxable year all or part of any late-year ordinary loss or post-October capital loss. As of
September 30, 2021, the Fund deferred, on a tax basis, qualified late year losses of $0.
Additionally, US GAAP requires that certain components of
net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. The permanent differences primarily relate to paydown losses, swaps, market
discount and return of capital. For the year ended September 30, 2021, the following table shows the reclassifications made:
|
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|
|
|
|
|
|
Undistributed (Accumulated) Net Investment
Income (Loss) |
|
Accumulated Net Realized
Gain (Loss) |
|
Paid-in Capital |
|
|
|
|
|
$5,556,351 |
|
|
|
$ |
(5,189,446 |
) |
|
|
$ |
(366,905 |
) |
If the Fund estimates that a portion of its regular distributions to shareholders may be comprised of amounts from sources other
than net investment income, as determined in accordance with the Funds policies and practices, the Fund will notify shareholders of the estimated composition of such distribution through a Section 19 Notice. For these purposes, the Fund
estimates the source or sources from which a distribution is paid, to the close of the period as of which it is paid, in reference to its expected tax character. It is important to note that differences exist between the Funds daily internal
accounting records and practices, the Funds financial statements presented in accordance with US GAAP, and recordkeeping practices under income tax regulations. It is possible that the Fund may not issue a Section 19 Notice in
situations where the Funds financial statements prepared later and in accordance with US GAAP might later report that the sources of those distributions included capital gains and/or a return of capital. Please visit
www.doublelinefunds.com for the most recent Section 19 Notice, if applicable. Information provided to you on a Section 19 notice is an estimate only and subject to change; final determination of a distributions tax character will be
reported on Form 1099 DIV sent to shareholders for the calendar year.
6. Share Transactions
For the period ended March 31, 2022 or the year ended September 30, 2021, the Fund did not have any share transactions.
7. Trustees Fees
Trustees who are not affiliated with the Adviser and its affiliates received, as a group, fees of $56,088 from the Fund during the period ended March 31,
2022. These trustees may elect to defer the cash payment of part or all of their compensation. These deferred amounts, which remain as liabilities of the Fund, are treated as if invested in shares of the Fund or other funds managed by the Adviser
and its affiliates. These amounts represent general, unsecured liabilities of the Fund and vary according to the total returns of the selected funds. Trustees Fees in the Funds Statement of Operations are shown as $56,088, which includes
$56,982 in current fees (either paid in cash or deferred) and a decrease of $894 in the value of the deferred amounts. Certain trustees and officers of the Fund are also officers of the Adviser; such trustees and officers are not compensated by the
Fund.
|
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32 |
|
DoubleLine Yield Opportunities Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) March 31, 2022 |
8. Bank Loans
The Fund
may make loans directly to borrowers and may acquire or invest in loans made by others (loans). The Fund may acquire a loan interest directly by acting as a member of the original lending syndicate. Alternatively, the Fund may acquire
some or all of the interest of a bank or other lending institution in a loan to a particular borrower by means of a novation, an assignment or a participation. The loans in which the Fund may invest include those that pay fixed rates of interest and
those that pay floating ratesi.e., rates that adjust periodically based on a known lending rate, such as a banks prime rate. The Fund may purchase and sell interests in bank loans on a when-issued and delayed delivery basis, with payment
delivery scheduled for a future date.
Securities purchased on a delayed delivery basis are marked to market daily and no income accrues to the Fund prior to
the date the Fund actually takes delivery of such securities. These transactions are subject to market fluctuations and are subject, among other risks, to the risk that the value at delivery may be more or less than the trade purchase price.
9. Credit Facility
On
February 28, 2022, the Fund entered into the fourth amendment to its credit agreement (the Amendment) with U.S. Bank National Association (U.S. Bank), as administrative agent, and certain lenders party thereto.
The Amendment extended the termination of the Funds existing $300,000,000 revolving credit facility and existing $50,000,000 term loan (together, the
credit facility) to February 27, 2023 (or the date the committed amount is reduced to $0). The Amendment also converted the benchmark rate from LIBOR to the secured overnight financing rate (SOFR) and provides a
mechanism for determining the applicable interest rate should term SOFR no longer be available. Under the current terms of the Funds credit agreement, interest is charged at the rate of one-month daily 2-Day lag SOFR plus 0.10% plus 1.10%, subject to certain conditions that may cause the rate of interest to increase. This rate represents a floating rate of interest that may change over time. The Fund will also be
responsible for paying a non-usage fee of 0.125% on the unused amount, should the unused amount be less than $75,000,000. Should the unused amount be $75,000,000 or more, the
non-usage fee increases to 0.250% on the unused amount.
The Fund pledges its assets as collateral to secure
obligations under the credit facility. The Fund retains the risk and rewards of the ownership of assets pledged to secure obligations under the credit facility. As of March 31, 2022, the amount of total outstanding borrowings was $310,000,000,
which approximates fair value. The borrowings are categorized as Level 2 within the fair value hierarchy.
For the period ended March 31, 2022, the
Funds activity under the credit facility was as follows:
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|
Maximum Amount Available |
|
Average Borrowings |
|
Maximum Amount Outstanding |
|
Interest Expense |
|
Commitment Fee |
|
Average Interest Rate |
|
|
|
|
|
|
|
|
$350,000,000 |
|
|
|
$ |
329,258,242 |
|
|
|
$ |
340,000,000 |
|
|
|
$ |
2,082,868 |
|
|
|
$ |
13,160 |
|
|
|
|
1.25% |
|
10. Principal Risks
Below are summaries of some, but not all, of the principal risks of investing in the Fund, each of which could adversely affect the Funds NAV, market price,
yield, and total return. The Funds prospectus provided additional information regarding these and other risks of investing in the Fund at the time of the initial public offering of the Funds shares.
|
|
|
Limited prior history: The Fund is a newly organized,
non-diversified, limited term closed-end management investment company with a limited history of operations and is subject to all of the business risks and uncertainties
associated with any new business. |
|
|
|
Market discount risk: The price of the Funds common shares will fluctuate with market
conditions and other factors. Shares of closed-end management investment companies frequently trade at a discount from their net asset value. |
|
|
|
Limited term and tender offer risk: Unless the limited term provision of the Funds
Declaration of Trust is amended by shareholders in accordance with the Declaration of Trust, or unless the Fund completes a tender offer and converts to perpetual existence, the Fund will terminate on or about February 25, 2032 (the
Dissolution Date). The Fund is not a so called target date or life cycle fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. Because
the assets of the Fund will be liquidated in connection with the dissolution, the Fund will incur transaction costs in connection with dispositions of portfolio securities. The Fund does not limit its
|
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|
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|
|
|
Semi-Annual Report |
|
| |
|
March 31, 2022 |
|
33 |
|
|
|
Notes to Financial
Statements (Cont.) |
|
|
|
investments to securities having a maturity date prior to the Dissolution Date and may be required to sell portfolio securities when it otherwise would not, including at times when market
conditions are not favorable, which may cause the Fund to lose money. |
|
|
|
Leverage risk: Leverage is a speculative technique that may expose the Fund to greater risk
and increased costs. When leverage is used, the NAV and market price of the Common Shares and the investment return to Common Shareholders will likely be more volatile. There can be no assurance that a leveraging strategy will be used by the Fund or
that it will be successful. |
|
|
|
Liquidity risk: the risk that the Fund may be unable to sell a portfolio investment at a
desirable time or at the value the Fund has placed on the investment. |
|
|
|
Portfolio management risk: the risk that an investment strategy may fail to produce the
intended results or that the securities held by the Fund will underperform other comparable funds because of the portfolio managers choice of investments. |
|
|
|
Valuation risk: the risk that the Fund will not value its investments in a manner that
accurately reflects their market values or that the Fund will not be able to sell any investment at a price equal to the valuation ascribed to that investment for purposes of calculating the Funds net asset value. The valuation of the
Funds investments involves subjective judgment and some valuations may involve assumptions, projections, opinions, discount rates, estimated data points and other uncertain or subjective amounts, all of which may prove inaccurate. In addition,
the valuation of certain investments held by the Fund may involve the significant use of unobservable and non-market inputs. Certain securities in which the Fund may invest may be more difficult to value
accurately, especially during periods of market disruptions or extreme market volatility. |
|
|
|
Investment and market risk: the risk that markets will perform poorly or that the returns
from the securities in which the Fund invests will underperform returns from the general securities markets or other types of investments. Markets may, in response to governmental actions or intervention, political, economic or market developments,
or other external factors, experience periods of high volatility and reduced liquidity. Certain securities may be difficult to value during such periods. The value of securities and other instruments traded in over-the-counter markets, like other market investments, may move up or down, sometimes rapidly and unpredictably. Further, the value of securities and other instruments held by the Fund may decline in value
due to factors affecting securities markets generally or particular industries. These risks may be heightened for fixed income securities due to the current historically low interest rate environment. |
|
|
|
Issuer non-diversification risk: As a non-diversified fund, the Fund may invest its assets in a smaller number of issuers than may a diversified fund. Accordingly, the Fund may be more susceptible to any single economic, political, or regulatory
occurrence than a diversified fund investing in a broader range of issuers. A decline in the market value of one of the Funds investments may affect the Funds value more than if the Fund were a diversified fund. Some of the issuers in
which the Fund invests also may present substantial credit or other risks. The Fund will be subject to similar risks to the extent that it enters into derivatives transactions with a limited number of counterparties. |
|
|
|
Credit risk: Credit risk is the risk that an issuer or counterparty will fail to pay its
obligations to the Fund when they are due. The Funds income might be reduced and the value of the investment might fall or be lost entirely. Changes in the financial condition of an issuer or counterparty, changes in specific economic, social
or political conditions that affect a particular type of security, other instrument or an issuer, and changes in economic, social or political conditions generally can increase the risk of default by an issuer or counterparty, which can affect a
securitys or other instruments credit quality or value and an issuers or counterpartys ability to pay interest and principal when due. The values of lower-quality debt securities (including debt securities commonly referred
to as high yield securities and junk bonds) and floating rate loans, tend to be particularly sensitive to these changes. The values of securities also may decline for a number of other reasons that relate directly to the
issuer, such as management performance, financial leverage and reduced demand for the issuers goods and services, as well as the historical and prospective earnings of the issuer and the value of its assets. |
|
|
|
Interest rate risk: Interest rate risk is the risk that debt instruments will change in
value because of changes in interest rates. The value of an instrument with a longer duration (whether positive or negative) will be more sensitive to changes in interest rates than a similar instrument with a shorter duration.
|
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|
|
Debt securities risk: In addition to certain of the other risks described herein such as
interest rate risk and credit risk, debt securities generally also are subject to the following risks: |
|
° |
|
Redemption risk: Debt securities sometimes contain provisions that allow for redemption in
the event of tax or security law changes in addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. |
|
|
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|
|
|
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|
|
34 |
|
DoubleLine Yield Opportunities Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) March 31, 2022 |
|
° |
|
Extension risk: the risk that if interest rates rise, repayments of principal on certain
debt securities, including, but not limited to, floating rate loans and mortgage-related securities, may occur at a slower rate than expected and the expected maturity of those securities could lengthen as a result. Securities that are subject to
extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply. |
|
° |
|
Spread risk: Wider credit spreads and decreasing market values typically represent a
deterioration of the debt securitys credit soundness and a perceived greater likelihood or risk of default by the issuer. |
|
° |
|
Limited voting rights: Debt securities typically do not provide any voting rights, except
in some cases when interest payments have not been made and the issuer is in default. Even in such cases, such rights may be limited to the terms of the debenture or other agreements. |
|
° |
|
Prepayment/reinvestment risk: the risk that income may decline when the Fund invests
proceeds from investment income, sales of portfolio securities or matured, traded, pre-paid or called debt obligations, negatively effecting dividend levels and market price, NAV and/or overall return of the
common shares. |
|
° |
|
LIBOR risk: LIBOR is the offered rate for wholesale, unsecured funding available to major
international banks. The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to LIBOR. LIBOR may also be a significant factor in determining payment obligations under a derivative
investment and may be used in other ways that affect the Funds investment performance. Plans are underway to phase out the use of LIBOR. The transition from LIBOR and the terms of any replacement rate(s) may adversely affect transactions that
use LIBOR as a reference rate, financial institutions that engage in such transactions, and the financial markets generally. As such, the transition away from LIBOR may adversely affect the Funds performance. |
|
|
|
Mortgage-backed securities risks: include the risks that borrowers may default on their
mortgage obligations or the guarantees underlying the mortgage-backed securities will default or otherwise fail and that, during periods of falling interest rates, mortgage-backed securities will be called or prepaid, which may result in the Fund
having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of a mortgage- backed security may extend, which may lock in a below-market interest rate, increase the
securitys duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults. The values of certain
types of mortgage-backed securities, such as inverse floaters and interest-only and principal-only securities, may be extremely sensitive to changes in interest rates and prepayment rates. The Fund may invest in mortgage-backed securities that are
subordinate in their right to receive payment of interest and repayment of principal to other classes of the issuers securities. |
|
|
|
Foreign investing risk: the risk that investments in foreign securities or in issuers with
significant exposure to foreign markets, as compared to investments in U.S. securities or in issuers with predominantly domestic market exposure, may be more vulnerable to economic, political, and social instability and subject to less government
supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. If the Fund buys securities denominated in a foreign currency, receives income in foreign currencies or holds various foreign currencies from time
to time, the value of the Funds assets, as measured in U.S. dollars, can be affected unfavorably by changes in exchange rates with respect to the U.S. dollar or with respect to other foreign currencies. Foreign markets are also subject to the
risk that a foreign government could restrict foreign exchange transactions or otherwise implement unfavorable currency regulations. |
|
|
|
Foreign currency risk: the risk that fluctuations in exchange rates may adversely affect
the value of the Funds investments denominated in foreign currencies. |
|
|
|
Emerging markets risk: the risk that investing in emerging markets, as compared to foreign
developed markets, increases the likelihood that the Fund will lose money, due to more limited information about the issuer and/or the security; higher brokerage costs; different accounting, auditing and financial reporting standards; less developed
legal systems; fewer investor protections; less regulatory oversight; thinner trading markets; the possibility of currency blockages or transfer restrictions; an emerging market countrys dependence on revenue from particular commodities or
international aid; and the risk of expropriation, nationalization or other adverse political or economic developments. |
|
|
|
Collateralized debt obligations (CDOs) risk: the risks of an investment in a
collateralized debt obligation (CDO) depend largely on the quality and type of the collateral and the tranche of the CDO in which the Fund invests. Normally, collateralized bond obligations (CBOs), Collateralized loan
obligations (CLOs) and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, investments in CDOs may be illiquid. In addition to the risks associated with debt instruments
(e.g., interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral will not be adequate to make interest or other payments;
|
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|
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|
Semi-Annual Report |
|
| |
|
March 31, 2022 |
|
35 |
|
|
|
Notes to Financial
Statements (Cont.) |
|
|
|
(ii) the quality of the collateral may decline in value or default; (iii) the possibility that the Fund may invest in CDOs that are subordinate to other classes of the issuers
securities; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results. |
|
|
|
Asset-backed securities investment risk: Asset-backed securities involve the risk that
borrowers may default on the obligations backing them and that the values of and interest earned on such investments will decline as a result. Loans made to lower quality borrowers, including those of
sub-prime quality, involve a higher risk of default. |
|
|
|
Credit default swaps risk: Credit default swaps provide exposure to one or more reference
obligations but involve greater risks than investing in the reference obligation directly, and expose the Fund to liquidity risk, counterparty risk and credit risk. A buyer of a credit default swap will lose its investment and recover nothing should
no event of default occur. When the Fund acts as a seller of a credit default swap, it is exposed to many of the same risks of leverage described herein since if an event of default occurs the seller must pay the buyer the full notional value of the
reference obligation(s). |
|
|
|
U.S. Government securities risk: the risk that debt securities issued or guaranteed by
certain U.S. Government agencies, instrumentalities, and sponsored enterprises are not supported by the full faith and credit of the U.S. Government, and so investments in their securities or obligations issued by them involve greater risk than
investments in other types of U.S. Government securities. |
|
|
|
Sovereign debt obligations risk: the risk that investments in debt obligations of sovereign
governments may lose value due to the government entitys unwillingness or inability to repay principal and interest when due in accordance with the terms of the debt or otherwise in a timely manner. |
|
|
|
Loan risk: the risk that (i) if the Fund holds a loan through another financial
institution, or relies on a financial institution to administer the loan, its receipt of principal and interest on the loan may be subject to the credit risk of that financial institution; (ii) any collateral securing a loan may be insufficient
or unavailable to the Fund because, for example, the value of the collateral securing a loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate, and the Funds rights to collateral may be limited
by bankruptcy or insolvency laws; (iii) investments in highly leveraged loans or loans of stressed, distressed, or defaulted issuers may be subject to significant credit and liquidity risk; (iv) a bankruptcy or other court proceeding could
delay or limit the ability of the Fund to collect the principal and interest payments on that borrowers loans or adversely affect the Funds rights in collateral relating to a loan; (v) there may be limited public information
available regarding the loan and the relevant borrower(s); (vi) the use of a particular interest rate benchmark, such as LIBOR (or any comparable successor or alternative benchmark), may limit the Funds ability to achieve a net return to
shareholders that consistently approximates the average published Prime Rate of U.S. banks; (vii) the prices of certain floating rate loans that include a feature that prevents their interest rates from adjusting if market interest rates are
below a specified minimum level appreciate less than other instruments in response to changes in interest rates should interest rates rise but remain below the applicable minimum level; (viii) if a borrower fails to comply with various
restrictive covenants that may be found in loan agreements, the borrower may default in payment of the loan; (ix) if the Fund invests in loans that contain fewer or less restrictive constraints on the borrower than certain other types of loans
(covenant lite loans), it may have fewer rights against the borrowers of such loans, including fewer protections against the possibility of default and fewer remedies in the event of default; (x) the loan is unsecured;
(xi) there is a limited secondary market; (xii) transactions in loans may settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period of time after the sale, which may result in
sale proceeds related to the sale of loans not being available to make additional investments or to meet the Funds redemption obligations until potentially a substantial period after the sale of the loans; (xiii) loans may be difficult to
value and may be illiquid, which may adversely affect an investment in the Fund. Investments in loans through a purchase of a loan, loan origination or a direct assignment of a financial institutions interests with respect to a loan may
involve additional risks to the Fund. For example, if a loan is foreclosed, the Fund could become owner, in whole or in part, of any collateral, which could include, among other assets, real estate or other real or personal property, and would bear
the costs and liabilities associated with owning and holding or disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, the Fund as holder of a partial interest in a loan could be held
liable as co-lender for acts of the agent lender. |
|
|
|
Below investment grade/high yield securities risk: Debt instruments rated below investment
grade or debt instruments that are unrated and of comparable or lesser quality are predominantly speculative. These instruments, commonly known as junk bonds, have a higher degree of default risk and may be less liquid than higher-rated
bonds. These instruments may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of high yield investments generally, general economic downturn, and less
secondary market liquidity. |
|
|
|
|
|
|
|
|
|
|
|
36 |
|
DoubleLine Yield Opportunities Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) March 31, 2022 |
|
|
|
Defaulted securities risk: the significant risk of the uncertainty of repayment of
defaulted securities (e.g., a security on which a principal or interest payment is not made when due) and obligations of distressed issuers. Because the issuer of such securities is in default and is likely to be in distressed financial condition,
repayment of defaulted securities and obligations of distressed issuers (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is subject to significant
uncertainties. |
|
|
|
Real estate risk: the risk that real estate-related investments may decline in value as a
result of factors affecting the real estate sector, such as the supply of real property in certain markets, changes in zoning laws, delays in completion of construction, changes in real estate values, changes in property taxes, levels of occupancy,
and local and regional market conditions. Along with the risks common to different types of real estate-related investments, real estate investment trusts (REITs), no matter the type, involve additional risk factors, including poor
performance by the REITs manager, adverse changes to the tax laws, and the possible failure by the REIT to qualify for the favorable tax treatment available to REITs under the Internal Revenue Code of 1986, as amended (the Code),
or the exemption from registration under the 1940 Act. REITs are not diversified and are heavily dependent on cash flow earned on the property interests they hold. |
|
|
|
Derivatives risk: the risk that an investment in derivatives will not perform as
anticipated by the Adviser, may not be available at the time or price desired, cannot be closed out at a favorable time or price, will increase the Funds transaction costs, or will increase the Funds volatility; that derivatives may
create investment leverage; that, when a derivative is used as a substitute for or alternative to a direct cash investment, the transaction may not provide a return that corresponds precisely or at all with that of the underlying 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. On October 28, 2020, the Securities and
Exchange Commission (the SEC) adopted Rule 18f-4 under the 1940 Act, which governs the use of derivative investments and certain financing transactions (e.g. reverse repurchase agreements) by
registered investment companies. Among other things, Rule 18f-4 will require funds that invest in derivative instruments beyond a specified limited amount to apply a value-at-risk based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. Any funds that use derivative instruments
(beyond certain currency and interest rate hedging transactions) in a limited amount will not be subject to the full requirements of Rule 18f-4. In connection with the adoption of Rule 18f-4, funds will no longer be required to comply with the asset segregation framework arising from prior SEC guidance for covering certain derivative instruments and related transactions. The Funds ability to
use derivative instruments and other senior securities, including any credit facilities available to it, and to invest and operate as it has historically, may be adversely affected. The Fund is required to comply with new Rule 18f-4 by August 19, 2022. |
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Counterparty risk: the risk that the Fund will be subject to credit risk presented with
respect to the counterparties to derivative contracts and other instruments, such as repurchase and reverse repurchase agreements, entered into by the Fund; that the Funds counterparty will be unable or unwilling to perform its obligations;
that the Fund will be unable to enforce contractual remedies if its counterparty defaults; that if a counterparty becomes bankrupt, the Fund may experience significant delays in obtaining any recovery under the derivative contract or may obtain
limited or no recovery in a bankruptcy or other insolvency proceeding. Subject to certain U.S. federal income tax limitations, the Fund is not subject to any limit with respect to the number or the value of transactions they can enter into with a
single counterparty. |
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Unrated securities risk: Unrated securities may be less liquid than comparable rated
securities and involve the risk that the Adviser may not accurately evaluate the securitys comparative credit rating and value. Some or all of the unrated instruments in which the Fund may invest will involve credit risk comparable to or
greater than that of rated debt securities of below investment grade quality. |
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Structured products and structured notes risk: the risk that an investment in a structured
product, which includes, among other things, CDOs, mortgage-backed securities, other types of asset-backed securities and certain types of structured notes, may decline in value due to changes in the underlying instruments, indexes, interest rates
or other factors on which the product is based (reference measure). Depending on the reference measure used and the use of multipliers or deflators (if any), changes in interest rates and movement of the reference measure may cause
significant price and cash flow fluctuations. In addition to the general risks associated with fixed income securities discussed herein, structured products carry additional risks including, but not limited to: (i) the possibility that
distributions from underlying investments will not be adequate to make interest or other payments; (ii) the quality of the underlying investments may decline in value or default; (iii) the possibility that the security may be subordinate
to other classes of the issuers securities; (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results; and (v) because
the structured products are generally privately offered and sold, they may be thinly traded or have a limited trading market, which may increase the Funds illiquidity and reduce the Funds income and the value of the investment, and the
Fund may be unable to find qualified buyers for these securities. |
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Semi-Annual Report |
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March 31, 2022 |
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37 |
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Notes to Financial
Statements (Cont.) |
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Issuer risk: Issuer risk is the risk that the market price of securities may go up or down,
sometimes rapidly or unpredictably, including due to factors affecting securities markets generally, particular industries represented in those markets, or the issuer itself. |
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Market disruption and geopolitical risk: the risk that markets may, in response to
governmental actions or intervention, political, economic or market developments, or other external factors, experience periods of high volatility and reduced liquidity, which may cause the Fund to sell securities at times when it would otherwise
not do so, and potentially at unfavorable prices. |
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Tax risk: in order to qualify as a regulated investment company under the Code, the Fund
must meet requirements regarding, among other things, the source of its income. Certain investments do not give rise to qualifying income for this purpose. Any income the Fund derives from investments in instruments that do not generate qualifying
income must be limited to a maximum of 10% of the Funds annual gross income. If the Fund were to earn non-qualifying income in excess of 10% of its annual gross income, it could fail to qualify as a
regulated investment company for that year. If the Fund were to fail to qualify as a regulated investment company, the Fund would be subject to tax and shareholders of the Fund would be subject to the risk of diminished returns.
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Operational and Information Security Risks: An investment in the Fund, like any fund, can
involve operational risks arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers.
The occurrence of any of these failures, errors or breaches could result in investment losses to the Fund, a loss of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on the
Fund. While the Fund seeks to minimize such events through controls and oversight, there may still be failures that could cause losses to the Fund. |
11. Recently Issued Accounting Pronouncements
In March 2020, FASB issued Accounting Standards Update 2020-04, Reference Rate Reform: Facilitation of the Effects of
Reference Rate Reform on Financial Reporting (ASU 2020-04) and in January 2021, the FASB issued Accounting Standards Update 2021-01, Reference Rate Reform
(Topic 848): Scope (ASU 2021-01), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned
discontinuation of LIBOR and other interbank offered rates as of the end of 2021. The temporary relief provided by ASU 2020-04 and ASU 2021-01 is effective for
certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 and ASU 2021-01 on the Funds investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform. Management is also currently actively
working with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines.
In October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies
(Rule 18f-4). Rule 18f-4 will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used
by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives
risk manager. The Fund will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any, Rule 18f-4 will have on the
availability, liquidity or performance of derivatives. Management is currently evaluating the potential impact of Rule 18f-4 on the Fund and the Funds financial statements. When fully implemented, Rule 18f-4 may require changes in how the Fund uses derivatives, adversely affect the Funds performance and increase costs related to the Funds use of derivatives.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (Rule 2a-5).
Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties
to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are readily available for purposes of the 1940 Act and
the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance,
including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022. Management is currently assessing the
potential impact of the new rules on the Funds financial statements.
12. Subsequent Events
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial
statements were issued. The Fund has determined there are no subsequent events that would need to be disclosed in the Funds financial statements.
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38 |
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DoubleLine Yield Opportunities Fund |
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Evaluation of Advisory Agreement by Board of Trustees |
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(Unaudited) March 31, 2022 |
DoubleLine Total Return Bond Fund
DoubleLine Core Fixed Income Fund
DoubleLine Emerging Markets Fixed Income Fund
DoubleLine Multi-Asset Growth Fund
DoubleLine Cayman Multi-Asset Growth Fund I Ltd.
DoubleLine Low Duration Bond Fund
DoubleLine Floating Rate Fund
DoubleLine Shiller Enhanced CAPE®
DoubleLine Flexible Income Fund
DoubleLine Low Duration Emerging Markets Fixed Income Fund
DoubleLine Selective Credit Fund
DoubleLine Long Duration Total Return Bond Fund
DoubleLine Strategic Commodity Fund
DoubleLine Strategic Commodity Ltd.
DoubleLine Global Bond Fund
DoubleLine Infrastructure Income Fund
DoubleLine Ultra Short Bond Fund
DoubleLine Shiller Enhanced International CAPE®
DoubleLine Real Estate and Income Fund
DoubleLine Emerging Markets Local Currency Bond Fund
DoubleLine Income Fund
DoubleLine Multi-Asset Trend Fund
DoubleLine Multi-Asset Trend Ltd.
DoubleLine Opportunistic Credit Fund
DoubleLine Income Solutions Fund
DoubleLine Yield Opportunities Fund
At a
meeting held in February 2022, the Boards of Trustees (the Board or the Trustees) of the DoubleLine open-end mutual funds and closed-end funds
listed above (the Funds) approved the continuation of the investment advisory and sub-advisory agreements (the Advisory Agreements) between DoubleLine and those Funds. That included
approval by the Trustees who are not interested persons (as defined in the Investment Company Act of 1940, as amended (the 1940 Act)) of the Funds (the Independent Trustees) voting separately. When used in this
summary, DoubleLine refers collectively to DoubleLine Capital LP and/or to DoubleLine Alternatives LP, as appropriate in the context.
The
Trustees determination to approve the continuation of each Advisory Agreement was made on the basis of each Trustees business judgment after an evaluation of all of the information provided to the Trustees, including information provided
for their consideration at their February 2022 meeting with management and at meetings held in preparation for that February 2022 meeting, including portions held outside the presence of management, specifically to review and consider materials
related to the proposed continuation of each Advisory Agreement.
The Trustees also meet regularly with investment advisory, compliance, risk management,
operational, and other personnel from DoubleLine and regularly review detailed information, presented both orally and in writing, regarding the services performed by DoubleLine for the benefit of the Funds, DoubleLines investment program for
each Fund, the performance of each Fund, the fees and expenses of each Fund, and the operations of each Fund. In considering whether to approve the continuation of the Advisory Agreements, the Trustees took into account information presented to them
over the course of the past year.
This summary describes a number, but not necessarily all, of the most important factors considered by the Board and the
Independent Trustees. Individual Trustees may have given different weights to certain factors and assigned various degrees of materiality to information received in connection with the approval process. No single factor was determined to be decisive
or controlling. In all their deliberations, the Independent Trustees were advised by independent counsel.
The Trustees considered the nature, extent, and
quality of the services, including the expertise and experience of investment personnel, provided and expected to be provided by DoubleLine to each Fund. In this regard, the Trustees considered that DoubleLine provides a full investment program for
the Funds and noted DoubleLines representation that it seeks to provide attractive returns with a strong emphasis on risk management. The Board considered in particular the difficulty of managing debt-related portfolios, noting that managing
such portfolios requires a portfolio management team to balance a number of factors, which may include, among others, securities of varying maturities and durations, actual and anticipated interest rate changes and
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Semi-Annual Report |
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March 31, 2022 |
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39 |
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Evaluation of Advisory Agreement by Board of Trustees (Cont.) |
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(Unaudited) March 31, 2022 |
volatility, prepayments, collateral management, counterparty management, pay-downs, credit events, workouts, and net new issuances. In their evaluation of
the services provided by DoubleLine and the Funds contractual relationships with DoubleLine, the Trustees considered generally the long-term performance record of the firms portfolio management personnel, including, among others,
Mr. Jeffrey Gundlach, and the strong historical investor interest in products managed by DoubleLine.
The Trustees reviewed reports prepared by
Strategic Insight (the Strategic Insight Reports), an Asset International Company (Strategic Insight), that compared, among other information, each Funds net management fee rate and net total expense ratio (Class I
shares with respect to the open-end Funds) against the net management fee rate and net total expense ratio of a group of peers selected by Strategic Insight, and each Funds performance records (Class I
shares with respect to the open-end Funds) for the one-year, three-year (where applicable), and five-year (where applicable) periods ended December 31, 2021 against
the performance records of those funds in each Funds Morningstar category and the performance of the Funds broad-based benchmark index. The Independent Trustees met with Strategic Insight representatives to review the comparative
information set out in the Strategic Insight Reports, the methodologies used by Strategic Insight in compiling those reports and selecting the peer groups used within those reports, and considerations to weigh in evaluating the comparative
information presented in those reports, including in a number of instances challenges encountered in assembling a group of peers for a Fund with principal investment strategies or investment approaches substantially similar to those of a Fund. Where
applicable, the Trustees received information from DoubleLine and discussed factors contributing to underperformance of the Funds relative to their peer groups.
In respect of the open-end Funds, the Trustees considered the comparative Fund performance information in the Strategic
Insight Reports, including for the one-year, three-year (where applicable), and five-year (where applicable) periods ending December 31, 2021. The Trustees noted those Funds that generally had strong
performance relative to their peer groups over most or all of those periods, including, without limitation, DoubleLine Emerging Markets Fixed Income Fund, DoubleLine Low Duration Bond Fund, DoubleLine Floating Rate Fund, DoubleLine Flexible Income
Fund, DoubleLine Shiller Enhanced CAPE®, DoubleLine Shiller Enhanced International® and DoubleLine Income Fund. In respect of other
Funds, the Trustees considered in each case the reasons that DoubleLine provided for the relative underperformance, including in respect of DoubleLine Multi-Asset Growth Fund, DoubleLine Ultra Short Bond Fund and DoubleLine Global Bond Fund. The
Trustees noted in this regard that the investment positioning and other explanations provided by DoubleLine for relative underperformance were consistent with both the relevant Funds principal investment strategies and DoubleLines
historical approach to risk management. The Trustees noted also that the bulk of the open-end Funds that had had underperformed the median of their peer groups over the three- and/or five-year period ended
December 31, 2021, had improved performance over the one-year period then ended, including each of DoubleLine Total Return Bond Fund, DoubleLine Core Fixed Income Fund, DoubleLine Low Duration Emerging
Markets Fixed Income Fund, DoubleLine Selective Credit Fund, DoubleLine Long Duration Total Return Bond Fund, DoubleLine Strategic Commodity Fund, DoubleLine Infrastructure Income Fund, and DoubleLine Real Estate and Income Fund, with each of those
Funds performing in the first or second quartile of their peers for that period. The Trustees noted that they had requested and received supplemental comparative performance information for the ten-year period
ended December 31, 2021 for those Funds with ten years of investment operations. They noted that each of DoubleLine Total Return Bond Fund, DoubleLine Core Fixed Income Fund and DoubleLine Low Duration Emerging Markets Fixed Income Fund had
performed in the second quartile of its peer group over that ten-year period and that DoubleLine Multi-Asset Growth Fund had performed in the third quartile of its peer group over that period. In evaluating
performance, the Trustees also reviewed and considered information that DoubleLine provides to them quarterly regarding each Funds relative performance for other measurement periods, including each Funds since inception performance. The
Trustees recognized that certain of the Funds, including DoubleLine Multi-Asset Trend Fund, have limited operating histories and that it was important to provide the Funds portfolio management teams sufficient time to establish a performance
history.
In evaluating each Funds relative performance, the Trustees also considered information Strategic Insight and DoubleLine provided regarding
differences in investment mandate, investment focus, and/or investment approach between a Fund and other funds in its peer group, including those instances where Strategic Insight reported encountering challenges in assembling a peer group of funds
comprised of other funds with principal investment strategies or investment approaches substantially similar to a Fund.
The Trustees considered the portion
of the Strategic Insight Reports covering the open-end Funds net management fees and net total expenses relative to their expense peer groups. The Trustees considered DoubleLines pricing policy for
its advisory fees and that DoubleLine does not seek to be a lowest cost provider, nor does it have a policy to set its advisory fees below the median of a Funds peers, but rather seeks to set fees at a competitive level that reflects
DoubleLines demonstrated significant expertise and experience in the investment strategies that if offers. The Strategic Insight Reports showed four open-end Funds with net management fees in the fourth
quartile of their expense groups. In considering the relative level of those fees, the Trustees considered, among other things, DoubleLines demonstrated significant expertise, success and experience running fixed income
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40 |
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DoubleLine Yield Opportunities Fund |
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(Unaudited) March 31, 2022 |
strategies over the long term and that the long-term relative performance records of each of DoubleLine Total Return Bond Fund, DoubleLine Strategic Commodity Fund and DoubleLine Emerging Markets
Fixed Income Fund were quite favorable and that significant differences existed between DoubleLine Infrastructure Income Funds principal investment strategies and those of the bulk of the funds in its peer group, which did not similarly focus
on infrastructure-related bonds. The Independent Trustees also noted that there were one or more funds in each of those Funds peer groups with higher net management fees and, in some cases, multiple funds with significantly higher net
management fees.
The Trustees also considered the portion of the Strategic Insight Reports covering the open-end
Funds net total expenses, noting that the reports showed that each open-end Fund, other than DoubleLine Total Return Bond Fund, DoubleLine Emerging Markets Fixed Income Fund, DoubleLine Strategic
Commodity Fund, DoubleLine Infrastructure Income Fund, and DoubleLine Emerging Markets Local Currency Bond Fund, had a net total expense ratio in the first or second quartile of its expense peer group. The Trustees noted that DoubleLine Total Return
Bond Funds, DoubleLine Emerging Markets Fixed Income Funds and DoubleLine Infrastructure Income Funds net total expense ratios were within 2 basis points or less of the median of their peer group, and that DoubleLine Emerging
Markets Local Currency Bond Funds net total expense ratio was 4 basis points above the median of its peer group. The Trustees noted that only DoubleLine Strategic Commodity Fund had a net total expense ratio that was in the fourth comparative
quartile of its expense peer group and, in that respect, they noted that the Funds net total expense ratio was significantly below the high end of the range of its expense group and in line with several others, and they also took into account
DoubleLine Strategic Commodity Funds favorable performance, which was above the median of its Morningstar category for both the one-year and five-year periods shown and above the Funds benchmark
index for the one-year and five-year periods shown.
On the basis of these considerations and others and in the
exercise of their business judgment, the Trustees determined to approve the Agreements for the proposed additional one-year term.
In respect of the closed-end Funds, the Trustees considered the information in the Strategic Insight Reports regarding
the Funds performance records and net management fees and net total expenses, based on each Funds net assets (excluding the principal amount of borrowings) and, separately, on each Funds total managed assets (including the
principal amount of borrowings). As to DoubleLine Income Solutions Fund (DSL), the Trustees noted the Funds strong performance, in particular that the Fund was in the first performance quartile for the one-year and five-year periods and in the second performance quartile for the three-year period. The Trustees also noted that DSLs net total expense ratio (excluding investment related expenses) was below the
median of its expense peer group on both a net assets and a total managed assets basis and that its net management fee rate was above, though near, the median of its expense group on both a net assets and a total managed assets basis. In evaluating
the comparative net management fee and net total expense ratios of DSL, the Independent Trustees considered the Funds strong relative long-term performance record.
As to DoubleLine Opportunistic Credit Fund (DBL), the Trustees noted that the Fund performed in the third quartile of its Morningstar peer group for
the one-, three-, and five-year periods and outperformed its benchmark index for the one-, three-, and five-year periods shown in the Strategic Insight Report. The
Trustees noted that DBLs net management fees were in the second quartile of the Funds expense group on a net assets basis and in the third quartile of the expense group on a total managed assets basis. The Trustees also noted that
DBLs net total expense ratio was shown in the Strategic Insight Report to be higher than the median of the Funds expense peer group on both a net assets and a total managed assets basis, though below one or more of DBLs expense
group peers in each instance. The Independent Trustees also considered DoubleLines significant experience and expertise in managing fixed income strategies of the type employed by DoubleLine on behalf of the Fund.
As to DoubleLine Yield Opportunities Fund (DLY), the Trustees noted DLYs limited operating history and that it had performed in the third
quartile for the one-year period of its Morningstar peer group and outperformed its benchmark index for the one-year period shown in the Strategic Insight Report. The
Trustees compared DLYs net management fees and net total expenses to two peer groups assembled by Strategic Insight: (1) a group of leveraged closed-end funds selected by Strategic Insight that were
categorized as Multisector Bond funds by Morningstar, which had not necessarily adopted recent structural changes in the closed-end marketplace (or which were launched prior to when those changes
began to be adopted) (Group A), and (2) a group of closed-end funds that had launched more recently with organizational and offering expense arrangements with their sponsors similar to those
of DLY (Group B). The Trustees noted that DLYs net management fee was above the median net management fee of Group A, and that DLYs net total expense ratio was above the median of Group A on both a net assets and a total
managed assets basis. The Trustees noted also that DLYs net management fees were in line with a number of its peers in Group B but also higher, and in some cases substantially higher, than the fees of the other peer funds in Group B, though
not unreasonably so in light of information Strategic Insight had provided regarding changes in the closed-end fund marketplace beginning in 2018, differences in strategies employed by the funds in the peer
group, the risks that DoubleLine had assumed as DLYs sponsor in line
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Semi-Annual Report |
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March 31, 2022 |
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41 |
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Evaluation of Advisory Agreement by Board of Trustees (Cont.) |
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(Unaudited) March 31, 2022 |
with recent structural changes in the closed-end marketplace, the complexity of the Funds investment strategies, and DoubleLines investment
experience and expertise. In evaluating the comparative net management fee rate of DLY, the Independent Trustees considered DoubleLines representation that it believes that DLY represents good value to shareholders, in light of the expertise
and experience of Messrs. Gundlach and Sherman, who have both served as the Funds portfolio managers since the Funds inception.
The
Trustees noted that each of DSL, DBL, and DLY had employed leverage during some or all of the periods shown in the Strategic Insight Reports, and considered information from DoubleLine that they receive quarterly intended to show that each
Funds use of leverage was accretive to the Funds investment performance, after taking into account any expenses related to the leverage, including incremental management fees.
The Trustees considered that DoubleLine provides a variety of other services to the Funds in addition to investment advisory services, including, among others, a
number of back-office services, valuation services, compliance services, liquidity monitoring services, certain forms of information technology services (such as internal reporting), assistance with accounting and distribution services, and
supervision and monitoring of the Funds other service providers. The Trustees considered DoubleLines ongoing efforts to keep the Trustees informed about matters relevant to the Funds and their shareholders. The Trustees also considered
the nature and structure of the Funds compliance program, including the policies and procedures of the Funds and their various service providers (including DoubleLine). The Trustees considered the quality of those non-investment advisory services and determined that their quality appeared to support the continuation of the Funds arrangements with DoubleLine.
The Trustees considered information provided by DoubleLine relating to its historical and continuing commitment to hire additional resources and to invest in
technology enhancements to support DoubleLines ability to provide services to the Funds. The Trustees concluded that it appeared that DoubleLine continued to have sufficient quality and depth of personnel, resources, and investment methods to
continue to provide services of the same nature and quality as DoubleLine has historically provided to the Funds.
The Trustees considered materials relating
to the fees charged by DoubleLine to non-Fund clients for which DoubleLine employs investment strategies substantially similar to one or more Funds investment strategies, including institutional separate
accounts advised by DoubleLine and mutual funds for which DoubleLine serves as subadviser. The Trustees noted the information DoubleLine provided regarding certain institutional separate accounts advised by it and funds subadvised by it that are
subject to fee schedules that differ from, and are in most cases lower than, the rates paid by a Fund with substantially similar investment strategies. The Trustees noted DoubleLines representations that administrative, compliance,
operational, legal, and other burdens of providing investment advice to mutual funds exceed in many respects those required to provide advisory services to non-mutual fund clients, such as institutional
accounts for retirement or pension plans, which may have differing contractual requirements. The Trustees noted DoubleLines representations that DoubleLine also bears substantially greater legal and other responsibilities and risks in managing
and sponsoring mutual funds than in managing private accounts or in sub-advising mutual funds sponsored by others, and that the services and resources required of DoubleLine when it sub-advises mutual funds sponsored by others generally are less extensive than those required of DoubleLine to serve the Funds, because, where DoubleLine serves as a
sub-adviser, many of the sponsorship, operational, and compliance responsibilities related to the advisory function are retained by the primary adviser.
The Trustees reviewed information as to general estimates of DoubleLines profitability with respect to each Fund, taking into account, among other things,
information about both the direct and the indirect benefits to DoubleLine from managing the Funds. The Trustees considered information provided by DoubleLine as to the methods it uses, and the assumptions it makes, in calculating its profitability.
The Trustees considered representations from DoubleLine that its compensation and incentive policies and practices enable DoubleLine to attract, retain, and motivate highly qualified and experienced employees. The Trustees noted that DoubleLine
experienced significant profitability in respect of certain of the Funds, but noted that in those cases it would be appropriate to consider that profitability in light of various other considerations such as the nature, extent, and quality of the
services provided by DoubleLine, the relative long-term performance of the relevant Funds, the consistency and transparency of the Funds investment operations over time, and the competitiveness of the management fees and total operating
expenses of the Funds. The Trustees separately considered in this respect information provided by DoubleLine regarding its reinvestment in its business to maintain its ability to provide high-quality services to the Funds, and noted
DoubleLines need to invest in technology, infrastructure, and staff to continue to provide services and accommodate changing regulatory requirements.
In their evaluation of economies of scale, the Trustees considered, among other things, the pricing of the Funds and DoubleLines reported profitability,
and that a number of the open-end Funds had achieved significant size. They noted also that none of the Funds has breakpoints in its advisory fee schedule, though the Trustees considered managements view
that the fee schedules for the Funds remained consistent with DoubleLines original pricing philosophy of proposing an initial management fee rate that
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42 |
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DoubleLine Yield Opportunities Fund |
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(Unaudited) March 31, 2022 |
generally, when taking into account expense limitations (where applicable), reflects reasonably foreseeable economies of scale. In this regard, the Trustees noted also that the information
provided by Strategic Insight supported the view that the net management fees of the largest open-end Funds remained fairly and competitively priced. The Trustees separately noted that DoubleLine had agreed to
continue in place the expense limitation arrangements for a number of the Funds at current levels for an additional one-year period, with the prospect of recouping any waived fees or reimbursed expenses at a
later date. In evaluating economies of scale more generally, the Trustees also noted ongoing changes to the regulatory environment, which required DoubleLine to re-invest in its business and infrastructure.
Based on these factors and others, the Trustees concluded that it was not necessary at the present time to implement breakpoints for any of the Funds, although they would continue to consider the question periodically in the future.
With regard to DSL, DBL, and DLY, the Trustees noted that these Funds have not increased in assets significantly from their initial offerings due principally to
their status as closed-end investment companies and that there were therefore no substantial increases in economies of scale realized with respect to these Funds since their inception. The Trustees noted
DoubleLines view that the levels of its profitability in respect of DSL, DBL, and DLY are appropriate in light of the investment it has made in these Funds, the quality of the investment management and other teams provided by it, and its
continued investments in its own business.
On the basis of these considerations as well as others and in the exercise of their business judgment, the
Trustees determined that they were satisfied with the nature, extent, and quality of the services provided to each Fund under its Advisory Agreement(s); that it appeared that the management fees paid by each Fund to DoubleLine were generally within
the range of management fees paid by its peer funds, and generally reasonable in light of the services provided, the quality of the portfolio management teams, and each Funds performance to date; that the fees paid by each Fund did not appear
inappropriate in light of the fee schedules charged to DoubleLines other clients with substantially similar investment strategies (where applicable) in light of the differences in the services provided and the risks borne by DoubleLine; that
the profitability of each Fund to DoubleLine did not appear excessive or such as to preclude continuation of the Funds Advisory Agreement(s); that absence of breakpoints in any Funds management fee did not render that Funds fee
unreasonable or inappropriate under the circumstances, although the Trustees would continue to consider the topic over time; and that it would be appropriate to approve each Advisory Agreement for an additional
one-year period.
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March 31, 2022 |
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43 |
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Federal Tax Information |
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(Unaudited) March 31, 2022 |
For the fiscal year
ended September 30, 2021, certain dividends paid by the Fund may be subject to a maximum tax rate of 15% (20% for taxpayers with taxable income greater than $425,800 for single individuals and $479,000 for married couples filing jointly), as
provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and The Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
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Qualified Dividend Income |
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0.00% |
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For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received
deduction for the fiscal year ended September 30, 2021, was as follows:
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Dividends Received Deduction |
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0.00% |
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The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under
Internal Revenue Section 871(k)(2)(c) for the fiscal year ended September 30, 2021, was as follows:
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Qualified Short-term Gains |
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0.00% |
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The percentage of taxable ordinary income distributions that are designated as interest related dividends under Internal Revenue
Section 871(k)(1)(c) for the fiscal year ended September 30, 2021, was as follows:
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Qualified Interest Income |
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67.93% |
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Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.
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44 |
|
DoubleLine Yield Opportunities Fund |
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Portfolio Managers |
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(Unaudited) March 31, 2022 |
The portfolio
managers for the Fund are Jeffrey E. Gundlach (since the Funds inception) and Jeffrey J. Sherman (since the Funds inception). Since the Funds last annual report to shareholders, there have been no changes in the persons who are
primarily responsible for the day-to-day management of the Funds portfolio.
Information About Proxy Voting
Information about how the Fund voted proxies relating to portfolio securities held during the most recent twelve month period ended June 30th is available no
later than the following August 31st without charge, upon request, by calling 877-DLine11 (877-354-6311) or email
fundinfo@doubleline.com and on the SECs website at www.sec.gov.
A description of the Funds proxy voting policies and procedures is available
(i) without charge, upon request, by calling 877-DLine11 (877-354-6311) or email fundinfo@doubleline.com; and (ii) on
the SECs website at www.sec.gov.
Information About Portfolio Holdings
The Fund intends to disclose its portfolio holdings on a quarterly basis by posting the holdings on the Funds website. The disclosure will be made by
posting the Annual, Semi-Annual and Part F of Form N-PORT filings on the Funds website.
The Fund is required
to file its complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. When available, the Funds Part F of Form
N-PORT is available on the SECs website at www.sec.gov.
HouseholdingImportant Notice Regarding Delivery of Shareholder Documents
In an effort to conserve resources, the Fund intends to reduce the number of duplicate Annual and Semi-Annual Reports you receive by sending only one copy of
each to addresses where we reasonably believe two or more accounts are from the same family. If you would like to discontinue householding of your accounts, please call toll-free 877-DLine11 (877-354-6311) to request individual copies of these documents. We will begin sending individual copies thirty days after receiving your request to stop householding.