N-CSR 1 d776049dncsr.htm DOUBLELINE INCOME SOLUTIONS FUND DOUBLELINE INCOME SOLUTIONS FUND
Table of Contents

As filed with the Securities and Exchange Commission on December 3, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22791

DoubleLine Income Solutions Fund

(Exact name of registrant as specified in charter)

333 South Grand Avenue, Suite 1800

Los Angeles, CA 90071

(Address of principal executive offices) (Zip code)

Ronald R. Redell

President and Chief Executive Officer

c/o DoubleLine Capital LP

333 South Grand Avenue, Suite 1800

Los Angeles, CA 90071

(Name and address of agent for service)

(213) 633-8200

Registrant’s telephone number, including area code

Date of fiscal year end: September 30

Date of reporting period: September 30, 2019


Table of Contents

Item 1. Reports to Stockholders.


Table of Contents

LOGO

    

Annual Report

September 30, 2019

 

LOGO

 

DoubleLine Income Solutions Fund

NYSE: DSL

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.doublelinefunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling 877-DLine11 (877-354-6311) or by sending an e-mail request to DoubleLine at fundinfo@doubleline.com.

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 877-DLINE11 (877-354-6311) or send an email request to fundinfo@doubleline.com to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.

 

 

DoubleLine Capital LP || 333 South Grand Avenue, 18th Floor || Los Angeles, CA 90071 || (213) 633-8200

fundinfo@doubleline.com || www.doubleline.com

 


Table of Contents
Table of Contents    

 

     Page  
  

Chairman’s Letter

     4  

Financial Markets Highlights

     5  

Management’s Discussion of Fund Performance

     7  

Standardized Performance Summary

     9  

Schedule of Investments

     10  

Statement of Assets and Liabilities

     20  

Statement of Operations

     21  

Statements of Changes in Net Assets

     22  

Statement of Cash Flows

     23  

Financial Highlights

     24  

Notes to Financial Statements

     25  

Report of Independent Registered Public Accounting Firm

     35  

Federal Tax Information

     36  

Additional Information Regarding the Fund’s Investment Activities

     37  

Trustees and Officers

     39  

Information About Proxy Voting

     42  

Information About Portfolio Holdings

     42  

Householding — Important Notice Regarding Delivery of Shareholder Documents

     42  

Fund Certification

     42  

Proxy Results

     42  

Dividend Reinvestment Plan

     43  

Privacy Policy

     45  

 

  Annual Report   September 30, 2019   3


Table of Contents
Chairman’s Letter  

(Unaudited)

September 30, 2019

 

LOGO

Dear Shareholder,

On behalf of the team at DoubleLine, I am pleased to deliver the Annual Report for the DoubleLine Income Solutions Fund (NYSE: DSL, the “Fund”) for the 12-month period ended September 30, 2019. On the following pages, you will find specific information regarding the Fund’s operations and holdings. In addition, we discuss the Fund’s investment performance and the main drivers of that performance during the reporting period.

If you have any questions regarding the Fund, please don’t hesitate to call us at 877-DLine11 (877-354-6311), or visit our website www.doublelinefunds.com where our investment management team offers deeper insights and analysis on relevant capital market activity impacting investors today. We value the trust that you have placed with us, and we will continue to strive to offer thoughtful investment solutions to our shareholders.

Sincerely,

 

LOGO

Ronald R. Redell, CFA

Chairman of the Board of Trustees

DoubleLine Income Solutions Fund

November 1, 2019

 

4   DoubleLine Income Solutions Fund     


Table of Contents
Financial Markets Highlights  

(Unaudited)

September 30, 2019

 

·  

Emerging Markets (EM) Debt

For the 12-month period ended September 30, 2019, U.S. Dollar (USD)-denominated EM fixed income sovereign and corporate bonds indices, represented by the J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified and the J.P. Morgan Corporate Emerging Markets Bond Index (CEMBI) Broad Diversified, respectively, posted low double-digit returns. For the period, the sovereign and corporate indices’ spreads widened 2 basis points (bps) and 37 bps, respectively. Spreads widened significantly over the final quarter of 2018 amid general risk-off sentiment, due in part to global growth slowdown concerns, rising global interest rates, and heightened geopolitical tensions, most notably with the U.S. and China trade negotiations. The first quarter of 2019 provided relief for the asset class as volatility subsided and spreads tightened on the back of more dovish rhetoric from global central banks, but an unanticipated breakdown in the trade negotiations between the U.S. and China in May resulted in spread widening. To combat the slowing economic growth and heightened recession concerns, global central banks implemented further easing measures, which were beneficial for the asset class in the second and third quarters of 2019. EM Investment Grade (IG) credits outperformed their High Yield (HY) counterparts over the period. At the regional level, Europe was the best performing region for both the sovereign and corporate indices. Latin America was the weakest performing region for the sovereign index, whereas the Middle East was the weakest performing region for the corporate index.

 

·  

Agency Mortgage-Backed Securities (Agency MBS)

For the 12-month period ended September 30, 2019, the Bloomberg Barclays U.S. MBS Index returned 7.80%, underperforming both the Bloomberg Barclays U.S. Government/Credit Bond Index and the Bloomberg Barclays U.S. Corporate Index. During the period, rates rallied across the U.S. Treasury (UST) yield curve, with 2-year yields decreasing by 120 bps and 10-year yields decreasing by 140 bps. The 30-year mortgage rate (based on Freddie Mac U.S. 30-year Commitment Rates) decreased by 108 bps and the 15-year mortgage rate (based on Freddie Mac U.S. 15-year Commitment Rates) decreased by 100 bps. Consistent with long-term rates falling over the period, refinancing activity, as measured by the Mortgage Bankers Association (MBA) Refinance Index Seasonally-Adjusted, increased by approximately 133%. Overall purchasing activity, as measured by the MBA Purchase Index Seasonally-Adjusted, increased by 10%. The combination of these factors has resulted in a pick-up over the period in aggregate prepayment rates across the Government Agency and Government-Sponsored Enterprises (Ginnie Mae, Freddie Mac, and Fannie Mae). Projections suggested that this trend may continue in the short-term due to the increased refinance activity being reflected in realized pre-payment speeds which we have yet to experience. However, the market does not expect pre-payment speeds to remain high for much longer, as refinance activity starts to experience burnout and seasonal factors worsen. Overall gross issuance for Agency MBS increased to approximately $1.30 trillion over the 12 month period, and net issuance decreased to approximately $218 billion.

 

·  

Non-Agency Mortgage-Backed Securities (Non-Agency MBS)

For the 12-month period ended September 30, 2019, spreads were mostly higher by approximately 30 bps, as the U.S. yield curve inverted from the 1-month bill to the 10-year note. Gross issuance year-to-date (YTD) through September 30, 2019 is on par with the same period last year, and housing market fundamentals remained solid with the average year-over-year (YoY) home price increasing 3.5% over the period. However, home price appreciation experienced deceleration as both affordability constraints and changes in the Federal tax code, which limit property tax deductions, continue to affect the housing market. Refinancing activity over the period increased substantially as the Freddie Mac U.S. 30-Year Commitment Rate fell 108 bps to 3.64%.

 

·  

Commercial Mortgage-Backed Securities (CMBS)

For the 12-month period ended September 30, 2019, new issue CMBS spreads were mixed alongside broader credit and equity indices. New issuance in the amount of $91.9 billion priced during the period, as compared to $97.9 billion for the previous 12-month period. CMBS spreads were volatile, alongside a sharp rally in rates, and ended the reporting period wider. The Trepp CMBS Delinquency Rate for U.S. Commercial Real Estate (CRE) loans has fallen in 23 of the last 27 months and is now at 2.51%, 90 bps lower YoY. The Bloomberg Barclays U.S. CMBS ERISA Eligible Total Return Index returned 10.51%, outperforming the broader Bloomberg Barclays U.S. Aggregate Bond Index return of 10.30%. The Moody’s/RCA Commercial Property Price Index (CPPI) increased by 6.68% on the national level for the 12-month period ended August 30, 2019, as compared to 7.50% over the previous 12-month period. While transaction volume was down nearly 54% YoY, partly attributed to lower entity-level transactions, single asset sales were down nearly 30% YoY as investors continued to weigh U.S. economic uncertainty and a slowing global economy. Private and institutional investors became the largest buyers of U.S. CRE in 2019, alongside foreign buyers transitioning into net sellers for the first time in seven years, causing CRE cross-border investment activity to drop 10%.

 

  Annual Report   September 30, 2019   5


Table of Contents
Financial Markets Highlights  (Cont.)  

(Unaudited)

September 30, 2019

 

 

·  

U.S. High Yield (U.S. HY)

For the 12-month period ended September 30, 2019, the Bloomberg Barclays U.S. Corporate High Yield Index returned 6.36%. Intermediate maturity bonds returned 6.24%, as measured by the Bloomberg Barclays U.S. High Yield Intermediate Index, and underperformed long maturity bonds which returned 9.00%, as measured by the Bloomberg Barclays U.S. High Yield Long Index. Higher-rated bonds outpaced those with lower ratings, as BB-rated bonds returned 9.48%, single-B bonds returned 7.01%, and CCC-rated bonds returned -4.22%. For the period, notable outperformers by industry were Supermarkets, Life Insurance, and Home Construction. Notable underperformers over the period were Oil Field Services, Independent Energy, and Retail Real Estate Investment Trusts.

 

·  

Bank Loans

For the 12-month period ended September 30, 2019, the S&P/LSTA Leveraged Loan Index returned 3.10%. There was outperformance at the higher end of the credit quality spectrum as investors maintained a cautious posture. BB-rated loans were up 4.05%, comfortably exceeding the return of single-B loans, which were up 3.22%, and far ahead of CCC-rated loans, which declined -3.64% in the period. The top performing sectors were Cable & Satellite, Insurance, and Radio & Television, which returned 5.48%, 5.29%, and 5.16%, respectively. The worst performing sectors were Home Furnishings, Nonferrous Metals-Minerals, and Oil & Gas, which returned -13.60%, -10.20%, and -5.53%, respectively. The weighted-average bid price of the Index at the end of September 2019 was $96.34, down from $98.61 in September 2018. The trailing 12-month default rate, by issuer count, remained low and was little changed from last year, ending September 2019 at 1.58%.

 

·  

Collateralized Loan Obligations (CLOs)

For the 12-month period ended September 30, 2019, the CLO market saw a total of $117.95 billion in new issuance. During the fourth quarter of 2018, the broader market saw heightened volatility, as did the CLO market with spreads widening out up and down the capital structure. Spreads began to move in and tighten during the first quarter of 2019, but then were relatively unchanged for the second and third quarter. By the end of the period, spreads were tighter up and down the capital structure compared to the wide levels we saw at the end of 2018.

 

6   DoubleLine Income Solutions Fund     


Table of Contents
Management’s Discussion of Fund Performance  

(Unaudited)

September 30, 2019

 

For the 12-month period ended September 30, 2019, the DoubleLine Income Solutions Fund underperformed the Bloomberg Barclays Global Aggregate Bond Index return of 7.6% on a net asset value (NAV) basis. The primary driver of the underperformance was the Fund’s shorter duration of 4.17 versus that of the benchmark, which was 7.18, as the 10-year UST yield declined 140 bps during the period and the Index consistently maintained a duration of at least 7 years. Nonetheless, the majority of the subsectors within the Fund generated strong total returns, with below IG EM bonds and CMBS serving as the primary drivers of returns. Performance within the EM subsector was heavily dependent upon security selection and credit risk management, as the synchronized global growth story of 2018 downshifted into the trade war anxiety of 2019. CMBS, however, was largely insulated from these issues and enjoyed strong performance due to low default rates and increased property values. The main performance laggards within the Fund were Bank Loans and U.S. HY bonds. Bank Loans, which typically pay coupons indexed to the London Interbank-Offered Rate (LIBOR), fell out of favor with investors when the Fed began signaling interest rate cuts at the beginning of 2019. On the other hand, U.S.HY bonds merely suffered from spread widening and a more cautious investor sentiment towards the end of this reporting period. As of September 30, 2019, the gross leverage ratio (as defined below) for the Fund was approximately 31%.    

 

12-Month Period Ended 9-30-19       1-Year

Net Asset Value (NAV) Return

          2.92%

Market Price Return

          8.14%

Bloomberg Barclays Global Aggregate Bond Index

          7.60%

For additional performance information, please refer to the “Standardized Performance Summary.”

Opinions expressed herein are as of September 30, 2019 and are subject to change at any time, are not guaranteed and should not be considered investment advice. Fund holdings and sector allocations are subject to change at any time and are not recommendations to buy or sell any security. Please refer to the Schedule of Investments for a complete list of Fund holdings.

Shares of closed-end investment companies frequently trade at a discount to their net asset value, which may increase investors’ risk of loss. There are risks associated with an investment in the Fund. Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing. An investment in the Fund should not constitute a complete investment program.

This document is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale or offer of these securities, in any jurisdiction where such sale or offer is not permitted.

The Fund’s shares are only offered through broker/dealers on the secondary market. Unlike an open-end mutual fund, a closed-end fund offers a fixed number of shares for sale. After the initial public offering, shares are bought and sold in the secondary marketplace, and the market price of the shares is determined by supply and demand, not by NAV, often at a lower price than the NAV. A closed-end fund is not required to buy its shares back from investors upon request.

Investing involves risk. Principal loss is possible. Investments in debt securities typically decline in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in lower rated and non-rated securities present a great risk of loss to principal and interest than higher rated securities. Investments in asset-backed and mortgage-backed securities include additional risks that investors should be aware of including credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. The Fund may invest in foreign securities which involves greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater for investments in emerging markets. Derivatives involve risks different from, and in certain cases, greater than the risks presented by more traditional investments. Derivatives may involve certain costs and risks such as liquidity, interest rate, market, credit, management and the risk that a position could not be closed when most advantageous. Investing in derivatives could lose more than the amount invested. Exchange-traded fund investments involve additional risks such as the market price trading at a discount to its net asset value, an active secondary trading market may not develop or be maintained, or trading may be halted by the exchange in which they trade, which may impact a fund’s ability to sell its shares. Investment strategies may not achieve the desired results due to implementation lag, other timing factors, portfolio management decision-making, economic or market conditions or other unanticipated factors. In addition, the Fund may invest in other asset classes and investments. Additional principal risks for the Fund can be found in the private placement memorandum.

Diversification does not assure a profit or protect against loss in a declining market.

The Fund’s investment objectives, risks, charges and expenses must be considered carefully before investing. You can obtain the Fund’s most recent periodic reports and certain other regulatory filings by calling 1 (877) 354-6311/ 1 (877) DLINE11, or visiting www.doublelinefunds.com. You should read these reports and other filings carefully before investing.

The performance shown assumes the reinvestment of all dividends and distributions and does not reflect any reductions for taxes. Total return does not reflect broker commissions or sales charges in connection with the purchase or sale of Fund shares. Performance data quoted represents past performance; past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold, may be worth more or less than original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling (877) 354-6311 or by visiting https://doublelinefunds.com/income-solutions-fund/.

Credit ratings from Moody’s Investor Service, Inc. (“Moody’s”) range from the highest rating of Aaa for bonds of the highest quality that offer the lowest degree of investment risk to the lowest rating of C for the lowest rated class of bonds. Credit ratings from S&P Global Ratings (“S&P”) range from the highest rating of AAA for bonds of the highest quality that offer the lowest degree of investment risk to the lowest rating of D for bonds that are in default. Credit ratings are determined from the highest available credit rating from any Nationally Recognized Statistical Rating Organization (“NRSRO”). DoubleLine chooses to display credit ratings using S&P’s rating convention, although the rating itself might be sourced from another NRSRO. In limited situations when the rating agency has not issued a formal rating, the rating agency will classify the security as nonrated.

Basis Point—A unit that is equal to 1/100th of 1%, and is used to denote the change in a financial instrument.

Bloomberg Barclays Global Aggregate Bond Index—This index provides a broad-based measure of the global investment-grade fixed income markets. The three major components of this index are the U.S. Aggregate, the Pan-European Aggregate, and the Asian-Pacific Aggregate Indices. The index also includes Eurodollar and Euro-Yen corporate bonds, Canadian government, agency and corporate securities, and USD investment grade 144A securities.

 

  Annual Report   September 30, 2019   7


Table of Contents
Management’s Discussion of Fund Performance  (Cont.)  

(Unaudited)

September 30, 2019

 

Bloomberg Barclays U.S. Aggregate Bond Index—This index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.

Bloomberg Barclays U.S. CMBS ERISA Eligible Total Return Index—This index measures the performance of investment grade commercial mortgage-backed securities, which are classes of securities that represent interests in pools of commercial mortgages, and includes only ERISA-eligible CMBS.

Bloomberg Barclays U.S. Corporate Index—An index that represents the total return measure of the corporates portion of the Bloomberg Barclays U.S. Aggregate Bond Index.

Bloomberg Barclays U.S. Corporate High Yield Index—This index measures the USD-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below. The Bloomberg Barclays U.S. High Yield Long Index, including bonds with maturities of 10 years or greater, and the Bloomberg Barclays U.S. High Yield Intermediate Index, including bonds with maturities of 1 to 9.999 years, are subindices of the Bloomberg Barclays U.S. Corporate High Yield Index.

Bloomberg Barclays U.S. Government/Credit Bond Index—This index is a broad-based flagship benchmark that measures the non-securitized component of the U.S. Aggregate Index. It includes investment grade, US dollar-denominated, fixed-rate Treasuries, government-related and corporate securities.

Bloomberg Barclays U.S. MBS Index—This index measures the performance of investment grade fixed-rate mortgage-backed pass-through securities of the Government-Sponsored Enterprises (GSEs): Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).

Freddie Mac U.S. 15-year Commitment Rates—The interest rate charged by Freddie Mac to lend money to a qualified borrower on a 15-year fixed-rate mortgage loan.

Freddie Mac U.S. 30-year Commitment Rates—The interest rate charged by Freddie Mac to lend money to a qualified borrower on a 30-year fixed-rate mortgage loan.

Gross Leverage Ratio—Total cash less total borrowings, divided by the market value of total securities.

Investment Grade—Securities rated AAA to BBB- are considered to be investment grade. A bond is considered investment grade if its credit rating is BBB- or higher by Standard & Poor’s or Baa3 by Moody’s. Ratings based on corporate bond model. The higher the rating, the more likely the bond is to pay back at par/$100 cents on the dollar. AAA is considered the highest quality and the lowest degree of risk. They are considered to be extremely stable and dependable.

J.P. Morgan Corporate Emerging Markets Bond Index (CEMBI) Broad Diversified—This index is a market capitalization weighted index consisting of U.S-denominated Emerging Market corporate bonds. It is a liquid global corporate benchmark representing Asia, Latin America, Europe and the Middle East/Africa.

J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified—This Index is a uniquely-weighted version of the EMBI Global. It limits the weights of those index countries with larger debt stocks by only including specified portions of these countries’ eligible current face amounts of debt outstanding. The countries covered in the EMBI Global Diversified are identical to those covered by EMBI Global. There is also a high yield sub-index and investment grade sub-index which are subsets of the EMBI.

London Interbank-Offered Rate (LIBOR)—An indicative average interest rate at which a selection of banks known as the panel banks are prepared to lend one another unsecured funds on the London money market.

Moody’s/RCA Commercial Property Price Index (CPPI)—An Index that describes various non-residential property types for the U.S. (10 monthly series from 2000). This Index is a periodic same-property round-trip investment price change index of the U.S. commercial investment property market. The dataset contains 20 monthly indicators.

Mortgage Bankers Association (MBA) Purchase Index Seasonally-Adjusted—An index that includes all mortgage applications for purchases of single-family homes adjusted to take into account changes in data due to seasonality. It covers the entire market, both conventional and government loans and all products.

Mortgage Bankers Association (MBA) Refinance Index Seasonally-Adjusted—An index that covers all mortgage applications to refinance an existing mortgage adjusted to take into account changes in data due to seasonality. It includes conventional and government refinances.

S&P/LSTA Leveraged Loan Index—Capitalization-weighted syndicated loan indices are based upon market weightings, spreads and interest payments, and this index covers the U.S. market back to 1997 and currently calculates on a daily basis. Created by the Leveraged Commentary & Data (LCD) team at S&P Capital IQ, the review provides an overview and outlook of the leveraged loan market as well as an expansive review of the S&P Leveraged Loan Index and sub-indexes. The review consists of index general characteristics, results, risk-return profile, default/distress statistics, and repayment analysis.

Trepp CMBS Delinquency Rate—A report published by Trepp on a monthly basis giving the total principal balances of loans with delinquencies divided by the total principal balance of all loans.

Last Cash Flow (LCF)—The last revenue stream paid to a bond over a given period.

Duration—A measure of the sensitivity of a price of a fixed income investment to a change in interest rates, expressed as a number of years.

Spread—The difference between yields on differing debt instruments, calculated by deducting the yield of one instrument from another. The higher the yield spread, the greater the difference between the yields offered by each instrument. The spread can be measured between debt instruments of differing maturities, credit ratings and risk.

Yield curve—A curve in which the yield of fixed interest securities is plotted against the length of time they have to run to maturity.

An investment cannot be made directly in an index. The performance of any index mentioned in this commentary has not been adjusted for ongoing management, distribution and operating expenses applicable to mutual fund investments.

This commentary may include statements that constitute “forward-looking statements” under the U.S. securities laws. Forward-looking statements include, among other things, projections, estimates, and information about possible or future results related to a Fund and market or regulatory developments. The views expressed above are not guarantees of future performance or economic results and involve certain risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially from the views expressed herein.

DoubleLine has no obligation to provide revised assessments in the event of changed circumstances. While we have gathered this information from sources believed to be reliable, DoubleLine cannot guarantee the accuracy of the information provided. Securities discussed are not recommendations and are presented as examples of issue selection or portfolio management processes. They have been picked for comparison or illustration purposes only. No security presented within is either offered for sale or purchase. DoubleLine reserves the right to change its investment perspective and outlook without notice as market conditions dictate or as additional information becomes available.

Investment strategies may not achieve the desired results due to implementation lag, other timing factors, portfolio management decision making, economic or market conditions or other unanticipated factors. The views and forecasts expressed in this material are as of the date indicated, are subject to change without notice, may not come to pass and do not represent a recommendation or offer of any particular security, strategy, or investment. Past performance is no guarantee of future results.

DoubleLine® is a registered trademark of DoubleLine Capital LP.

Quasar Distributors, LLC provides filing administration for DoubleLine Capital LP.

 

8   DoubleLine Income Solutions Fund     


Table of Contents
Standardized Performance Summary  

(Unaudited)

September 30, 2019

 

DSL                
DoubleLine Income Solutions Fund
Returns as of September 30, 2019
  1-Year   3-Year
Annualized
  5-Year
Annualized
  Since Inception
Annualized
(4-26-13 to 9-30-19)

Total Return based on NAV

      2.92%       6.81%       5.43%       5.45%

Total Return based on Market Price

      8.14%       10.94%       8.13%       5.73%

Bloomberg Barclays Global Aggregate Bond Index

      7.60%       1.59%       1.99%       1.60%

Performance data quoted represents past performance; past performance does not guarantee future results. The performance information shown assumes reinvestment of all dividends and distributions. The investment return and principal value of an investment will fluctuate so that an investor’s shares when sold may be worth more or less than the original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance reflects management fees and other fund expenses. Performance data current to most recent month-end may be obtained by calling (213) 633-8200 or by visiting www.doublelinefunds.com.

 

  Annual Report   September 30, 2019   9


Table of Contents
Schedule of Investments  DoubleLine Income Solutions Fund  

September 30, 2019

 

    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
  ASSET BACKED OBLIGATIONS 0.3%  
 

Castlelake Aircraft Securitization Trust,

 

  387,437    

Series 2018-1-C

    6.63% ^       06/15/2043       390,541  
  1,410,257    

Series 2019-1A-C

    6.90% ^       04/15/2039       1,422,905  
 

Harley Marine Financing LLC,

 

    4,295,127    

Series 2018-1A-A2

    5.68% ^       05/15/2043       3,819,236  
 

Horizon Aircraft Finance Ltd.,

 

  894,678    

Series 2018-1-C

    6.66% ^       12/15/2038       906,812  
        

 

 

 
  Total Asset Backed Obligations
(Cost $6,993,235)

 

    6,539,494  
      

 

 

 
  BANK LOANS 10.6%       
 

8th Avenue Food & Provisions, Inc.,

 

  198,500    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 3.75%)

    5.79%        10/01/2025       199,473  
 

Achilles Acquisition LLC,

 

  753,113    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.00%)

    6.06%        10/13/2025       754,525  
 

Acrisure LLC,

 

  158,400    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 3.75%, 1.00% Floor)

    5.85%        11/22/2023       156,321  
  747,854    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.25%, 1.00% Floor)

    6.35%        11/22/2023       745,753  
 

Alera Group Intermediate Holdings, Inc.,

 

  751,447    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.50%)

    6.54%        08/01/2025       758,022  
 

Aleris International, Inc.,

 

  1,885,950    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.75%)

    6.79%        02/27/2023       1,891,372  
 

Almonde, Inc.,

 

  3,000,000    

Senior Secured Second Lien Term Loan (6 Month LIBOR USD + 7.25%, 1.00% Floor)

    9.45%        06/16/2025       2,881,890  
 

American Tire Distributors, Inc.,

 

  6,530,143    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 7.50%, 1.00% Floor, 8.00% PIK)

    9.62%        09/02/2024       5,772,646  
 

Applied Systems, Inc.,

 

  4,653,195    

Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 7.00%, 1.00% Floor)

    9.16%        09/19/2025       4,717,177  
 

Asurion LLC,

 

  6,330,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.50%)

    8.54%        08/04/2025       6,439,984  
 

Athenahealth, Inc.,

 

  3,114,350    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.50%)

    6.68%        02/11/2026       3,111,438  
 

Auris Luxembourg III Sarl,

 

  1,800,488    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 3.75%)

    5.79%        02/27/2026       1,793,169  
    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
 

Bass Pro Group LLC,

 

  1,341,313    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 5.00%, 0.75% Floor)

    7.04%        09/25/2024       1,294,367  
 

BI-LO LLC,

 

  6,934,962    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 8.00%, 1.00% Floor)

    10.19%        05/31/2024       6,635,927  
 

Brookfield WEC Holdings, Inc.,

 

  2,517,725    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 3.75%, 0.75% Floor)

    5.54%        08/01/2025       2,528,904  
 

Capital Automotive L.P.,

 

  3,467,884    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.00%, 1.00% Floor)

    8.11%        03/24/2025       3,493,911  
 

Covia Holdings Corporation,

 

  1,831,813    

Senior Secured First Lien Term Loan (1 Week LIBOR USD + 3.75%, 1.00% Floor)

    6.04%        06/02/2025       1,503,543  
 

CSM Bakery Solutions LLC,

 

  2,000,000    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.00%, 1.00% Floor)

    6.29%        07/03/2020       1,870,000  
  2,900,000    

Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 7.75%, 1.00% Floor)

    9.85%        05/23/2021       2,697,000  
 

Cyxtera DC Holdings, Inc.,

 

  4,995,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.25%, 1.00% Floor)

    9.30%        05/01/2025       4,120,875  
 

Dynasty Acquisition Company, Inc.,

 

  201,049    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.00%)

    6.10%        04/06/2026       202,242  
  373,951    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.00%)

    6.10%        04/06/2026       376,170  
 

EnergySolutions LLC,

 

  1,524,600    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 3.75%, 1.00% Floor)

    5.85%        05/09/2025       1,429,312  
 

Excelitas Technologies Corporation,

 

  1,250,000    

Senior Secured Second Lien Term Loan (6 Month LIBOR USD + 7.50%, 1.00% Floor)

    9.64%        12/01/2025       1,254,294  
 

Explorer Holdings, Inc.,

 

    1,095,130    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 3.75%, 1.00% Floor)

    5.85%        05/02/2023       1,094,615  
 

Financial & Risk US Holdings, Inc.,

 

  2,999,925    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 3.75%)

    5.79%        10/01/2025       3,019,305  
 

Foresight Energy LLC,

 

  9,271,109    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 5.75%, 1.00% Floor)

    7.87%        03/28/2022       5,106,851  
 

 

10   DoubleLine Income Solutions Fund      The accompanying notes are an integral part of these financial statements.


Table of Contents
      

September 30, 2019

 

    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
 

Gavilan Resources LLC,

 

    4,066,129    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.00%, 1.00% Floor)

    8.04%        03/01/2024       1,836,548  
 

Genworth Holdings, Inc.,

 

  330,813    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.50%, 1.00% Floor)

    6.63%        03/07/2023       332,467  
 

Getty Images, Inc.,

 

  1,577,075    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.50%)

    6.56%        02/19/2026       1,574,449  
 

Granite Holdings Acquisition Company,

 

  3,970,000    

Senior Secured First Lien Term Loan

    7.32% ±       09/25/2026       3,875,713  
 

Gulf Finance LLC,

 

  3,459,582    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 5.25%, 1.00% Floor)

    7.36%        08/25/2023       2,650,922  
  5,890,639    

(1 Month LIBOR USD + 5.25%, 1.00% Floor)

    7.29%        08/25/2023       4,513,731  
 

Hyland Software, Inc.,

 

  7,700,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.00%, 0.75% Floor)

    9.04%        07/07/2025       7,750,550  
 

Inmarsat PLC,

 

  2,055,000    

Senior Secured First Lien Term Loan

    6.59% ±       09/23/2026       2,026,261  
 

Jo-Ann Stores LLC,

 

  6,379,469    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 5.00%, 1.00% Floor)

    7.26%        10/20/2023       4,420,429  
  265,811    

(1 Month LIBOR USD + 5.00%, 1.00% Floor)

    7.05%        10/20/2023       184,185  
 

Keane Group Holdings LLC,

 

  1,836,750    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 3.75%, 1.00% Floor)

    5.81%        05/26/2025       1,772,464  
 

Kindred Healthcare, Inc.,

 

  2,237,400    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 5.00%)

    7.06%        07/02/2025       2,245,790  
 

Kronos, Inc.,

 

  4,500,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 8.25%)

    10.54%        11/01/2024       4,586,242  
 

Longview Power LLC,

 

  5,760,000    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 6.00%)

    8.32%        04/13/2021       4,636,800  
 

LSF9 Atlantis Holdings LLC,

 

  3,230,000    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 6.00%, 1.00% Floor)

    8.04%        05/01/2023       3,016,594  
 

Masergy Communications, Inc.,

 

  3,077,143    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.50%)

    9.65%        12/15/2024       3,025,862  
 

McDermott International, Inc.,

 

  4,568,446    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 5.00%, 1.00% Floor)

    7.10%        05/12/2025       2,907,816  
    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
 

Millennium Trust Company LLC,

 

  3,955,088    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 5.00%)

    7.04%        03/27/2026       3,851,266  
 

Mirion Technologies, Inc.,

 

  1,795,500    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.00%)

    6.10%        03/06/2026       1,803,732  
 

Mitchell International, Inc.,

 

  5,333,333    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.25%)

    9.29%        12/01/2025       4,933,333  
 

MLN US HoldCo LLC,

 

  3,009,875    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.50%)

    6.53%        11/28/2025       2,806,708  
  2,920,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 8.75%)

    10.78%        11/30/2026       2,535,538  
 

Monitronics International, Inc.,

 

  3,020,781    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 6.50%)

    8.60%        03/29/2024       2,791,202  
 

NEP Group, Inc.,

 

  905,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.00%)

    9.04%        10/19/2026       888,411  
 

Numericable U.S. LLC,

 

  1,736,875    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.00%)

    6.03%        08/14/2026       1,735,789  
 

Peak 10 Holding Corporation,

 

  1,550,000    

Guaranteed Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.25%)

    9.54%        08/01/2025       1,147,000  
 

Pearl Intermediate Parent LLC,

 

    3,845,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.25%)

    8.29%        02/13/2026       3,768,100  
 

Pelican Products, Inc.,

 

  640,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.75%)

    10.04%        05/01/2026       615,466  
 

Polar US Borrower LLC,

 

  577,100    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.75%)

    6.79%        10/15/2025       561,951  
 

PowerTeam Services LLC,

 

  2,000,000    

Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 7.25%, 1.00% Floor)

    9.35%        03/06/2026       1,450,000  
 

Prairie ECI Acquiror LP,

 

  2,378,050    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.75%)

    6.85%        03/11/2026       2,326,030  
 

Radiology Partners, Inc.,

 

  1,062,947    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.75%)

    7.06%        07/09/2025       1,050,612  
  708,632    

(3 Month LIBOR USD + 4.75%)

    7.39%        07/09/2025       700,408  
 

RentPath, Inc.,

 

  3,798,708    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.75%, 1.00% Floor)

    6.80%        12/17/2021       2,020,457  
 

 

The accompanying notes are an integral part of these financial statements.   Annual Report   September 30, 2019   11


Table of Contents
Schedule of Investments  DoubleLine Income Solutions Fund  (Cont.)  

September 30, 2019

 

    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
 

Restaurant Technologies, Inc.,

 

  2,395,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.50%)

    8.54%        10/01/2026       2,397,994  
 

Solenis International LP,

 

  2,813,565    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.00%)

    6.12%        06/26/2025       2,744,984  
  1,275,000    

Senior Secured Second Lien Term Loan (3 Month LIBOR USD + 8.50%)

    10.62%        06/26/2026       1,256,672  
 

Solera LLC,

 

  743,946    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 2.75%)

    4.79%        03/03/2023       741,286  
 

Sound Inpatient Physicians, Inc.,

 

  3,771,145    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.75%)

    8.79%        06/26/2026       3,772,088  
 

Southern Graphics, Inc.,

 

  3,125,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.50%)

    9.63%        12/08/2023       1,484,375  
 

Summit Midstream Partners Holdings LLC,

 

  2,407,381    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 6.00%, 1.00% Floor)

    8.04%        05/13/2022       2,365,854  
 

Syncreon Global Finance, Inc.,

 

    4,719,554    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 4.25%, 1.00% Floor)

    6.52% W       10/28/2020       2,235,889  
 

The Dun & Bradstreet Corporation,

 

  4,210,000    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 5.00%)

    7.05%        02/06/2026       4,241,196  
 

The Edelman Financial Center LLC,

 

  2,233,125    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 3.25%)

    5.31%        07/21/2025       2,239,300  
  900,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.75%)

    8.81%        07/20/2026       901,687  
 

TKC Holdings, Inc.,

 

  3,819,235    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 8.00%, 1.00% Floor)

    10.05%        02/01/2024       3,750,813  
 

Travel Leaders Group LLC,

 

  1,178,100    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.00%)

    6.05%        01/25/2024       1,182,029  
 

Travelport Finance SARL,

 

  1,140,000    

Senior Secured First Lien Term Loan (3 Month LIBOR USD + 5.00%)

    7.10%        05/29/2026       1,035,365  
 

Vantage Specialty Chemicals, Inc.,

 

  4,000,000    

Senior Secured Second Lien Term Loan (2 Month LIBOR USD + 8.25%, 1.00% Floor)

    10.34%        10/27/2025       3,600,000  
 

Verscend Holding Corporation,

 

  2,593,800    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.50%)

    6.54%        08/27/2025       2,607,314  
    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
 

Wand NewCo 3, Inc.,

 

  1,135,000    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 3.50%)

    5.54%        02/05/2026       1,142,094  
 

WASH Multifamily Laundry Systems LLC,

 

  289,141    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.00%)

    9.12%        05/15/2023       282,395  
  1,650,859    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.00%)

    9.12%        05/15/2023       1,612,345  
 

WaterBridge Midstream Operating LLC,

 

  3,000,000    

Senior Secured First Lien Term Loan (6 Month LIBOR USD + 5.75%)

    7.83%        06/22/2026       2,906,250  
 

Web.Com Group, Inc.,

 

  822,352    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 3.75%)

    5.78%        10/10/2025       810,366  
  4,350,606    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 7.75%)

    9.78%        10/09/2026       4,249,085  
 

WeddingWire, Inc.,

 

  1,384,538    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.50%)

    6.54%        12/19/2025       1,386,268  
  2,725,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 8.25%)

    10.29%        12/21/2026       2,697,750  
 

Wink Holdco, Inc.,

 

  1,340,000    

Senior Secured Second Lien Term Loan (1 Month LIBOR USD + 6.75%)

    8.89%        12/01/2025       1,333,300  
 

Zelis Cost Management Buyer, Inc.,

 

  1,380,000    

Senior Secured First Lien Term Loan (1 Month LIBOR USD + 4.75%)

    6.79%        09/25/2026       1,371,375  
        

 

 

 
  Total Bank Loans
(Cost $227,605,615)

 

    206,539,986  
      

 

 

 
  COLLATERALIZED LOAN OBLIGATIONS 12.0%  
 

Adams Mill Ltd.,

 

  2,000,000    

Series 2014-1A-D2 (3 Month LIBOR USD + 4.25%)

    6.55% ^       07/15/2026       2,000,707  
    6,000,000    

Series 2014-1A-E2 (3 Month LIBOR USD + 6.25%)

    8.55% ^       07/15/2026       6,002,089  
 

Apidos Ltd.,

 

  2,000,000    

Series 2015-21A-ER (3 Month LIBOR USD + 8.25%, 8.25% Floor)

    10.55% ^       07/18/2027       1,929,978  
  3,000,000    

Series 2016-24A-DR (3 Month LIBOR USD + 5.80%)

    8.08% ^       10/20/2030       2,817,440  
 

Atrium XV,

 

  2,500,000    

Series 15A-E (3 Month LIBOR USD + 5.85%, 5.85% Floor)

    8.11% ^       01/23/2031       2,353,399  
 

 

12   DoubleLine Income Solutions Fund      The accompanying notes are an integral part of these financial statements.


Table of Contents
      

September 30, 2019

 

    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
 

Babson Ltd.,

 

  2,250,000    

Series 2015-2A-ER (3 Month LIBOR USD + 6.45%)

    8.73% ^       10/20/2030       2,135,842  
 

Barings Ltd.,

 

  1,500,000    

Series 2018-4A-E (3 Month LIBOR USD + 5.82%, 5.82% Floor)

    8.12% ^       10/15/2030       1,385,050  
  5,000,000    

Series 2019-2A-D (3 Month LIBOR USD + 6.69%, 6.69% Floor)

    8.99% ^       04/15/2031       5,001,177  
 

BlueMountain Ltd.,

 

  2,500,000    

Series 2015-2A-F (3 Month LIBOR USD + 6.80%, 6.80% Floor)

    9.10% ^       07/18/2027       2,233,407  
 

Bristol Park Ltd.,

 

  5,000,000    

Series 2016-1A-E (3 Month LIBOR USD + 7.25%)

    9.55% ^       04/15/2029       4,933,578  
 

Buttermilk Park Ltd.,

 

  6,500,000    

Series 2018-1A-E (3 Month LIBOR USD + 5.75%, 5.75% Floor)

    8.05% ^       10/15/2031       6,069,488  
 

Canyon Capital Ltd.,

 

  8,050,000    

Series 2015-1A-ER (3 Month LIBOR USD + 6.85%)

    9.15% ^       04/15/2029       7,720,325  
  2,500,000    

Series 2016-1A-ER (3 Month LIBOR USD + 5.75%)

    8.05% ^       07/15/2031       2,247,165  
  6,650,000    

Series 2017-1A-E (3 Month LIBOR USD + 6.25%)

    8.55% ^       07/15/2030       6,283,782  
  2,500,000    

Series 2018-1A-E (3 Month LIBOR USD + 5.75%, 5.75% Floor)

    8.05% ^       07/15/2031       2,270,270  
 

Carlyle Global Market Strategies Ltd.,

 

  2,000,000    

Series 2013-3A-DR (3 Month LIBOR USD + 5.50%)

    7.80% ^       10/15/2030       1,765,000  
    3,000,000    

Series 2019-1A-D (3 Month LIBOR USD + 6.70%, 6.70% Floor)

    9.32% ^       04/20/2031       2,915,923  
 

Chenango Park Ltd.,

 

  1,500,000    

Series 2018-1A-D (3 Month LIBOR USD + 5.80%, 5.80% Floor)

    8.10% ^       04/15/2030       1,381,878  
 

Dryden Ltd.,

 

  2,500,000    

Series 2018-55A-F (3 Month LIBOR USD + 7.20%)

    9.50% ^       04/15/2031       2,149,712  
  3,250,000    

Series 2019-68A-E (3 Month LIBOR USD + 6.75%)

    9.09% ^       07/15/2032       3,215,139  
 

Dryden Senior Loan Fund,

 

  3,000,000    

Series 2015-37A-ER (3 Month LIBOR USD + 5.15%, 5.15% Floor)

    7.45% ^       01/15/2031       2,662,915  
 

Galaxy Ltd.,

 

  1,250,000    

Series 2017-24A-E (3 Month LIBOR USD + 5.50%)

    7.80% ^       01/15/2031       1,136,563  
 

Gilbert Park Ltd.,

 

  2,500,000    

Series 2017-1A-E (3 Month LIBOR USD + 6.40%)

    8.70% ^       10/15/2030       2,438,750  
 

Halcyon Loan Advisors Funding Ltd.,

 

  1,000,000    

Series 2014-2A-D (3 Month LIBOR USD + 5.00%)

    7.26% ^       04/28/2025       939,330  
  1,000,000    

Series 2014-2A-E (3 Month LIBOR USD + 5.75%)

    8.01% ^Þ       04/28/2025       860,652  
 

HPS Loan Management Ltd.,

 

  1,000,000    

Series 15A-19-E (3 Month LIBOR USD + 6.60%, 6.60% Floor)

    8.77% ^       07/22/2032       979,779  
 

LCM LP,

 

  3,500,000    

Series 14A-FR (3 Month LIBOR USD + 7.61%)

    9.89% ^       07/20/2031       3,061,544  
    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
 

LCM LP, (Cont.)

 

  5,000,000    

Series 17A-ER (3 Month LIBOR USD + 6.00%, 6.00% Floor)

    8.30% ^       10/15/2031       4,547,967  
  7,000,000    

Series 19A-E1 (3 Month LIBOR USD + 6.45%, 6.45% Floor)

    8.75% ^       07/15/2027       6,818,739  
  6,500,000    

Series 26A-E (3 Month LIBOR USD + 5.30%, 5.30% Floor)

    7.58% ^       01/20/2031       5,695,987  
  2,000,000    

Series 28A-E (3 Month LIBOR USD + 5.75%, 5.75% Floor)

    8.03% ^       10/20/2030       1,830,082  
 

Madison Park Funding Ltd.,

 

  11,000,000    

Series 2014-14A-ER (3 Month LIBOR USD + 5.80%, 5.80% Floor)

    8.08% ^       10/22/2030       10,066,744  
  7,100,000    

Series 2015-18A-ER (3 Month LIBOR USD + 6.35%)

    8.63% ^       10/21/2030       6,818,369  
  1,500,000    

Series 2016-22A-E (3 Month LIBOR USD + 6.65%)

    8.93% ^       10/25/2029       1,500,731  
  3,000,000    

Series 2017-25A-D (3 Month LIBOR USD + 6.10%)

    8.38% ^       04/25/2029       2,846,573  
  2,000,000    

Series 2019-34A-E (3 Month LIBOR USD + 6.75%, 6.75% Floor)

    9.33% ^       04/25/2031       1,990,032  
  2,000,000    

Series 2019-37A-E (3 Month LIBOR USD + 6.55%)

    8.85% ^       07/15/2032       1,971,482  
 

Magnetite Ltd.,

 

  10,000,000    

Series 2012-7A-DR2 (3 Month LIBOR USD + 4.50%)

    6.80% ^       01/15/2028       9,461,152  
  7,500,000    

Series 2015-16A-ER (3 Month LIBOR USD + 5.00%)

    7.30% ^       01/18/2028       7,394,329  
  3,250,000    

Series 2019-22A-E (3 Month LIBOR USD + 6.75%, 6.75% Floor)

    9.24% ^       04/15/2031       3,250,632  
 

Neuberger Berman Loan Advisers Ltd.,

 

  2,000,000    

Series 2017-16SA-E (3 Month LIBOR USD + 5.40%)

    7.70% ^       01/15/2028       1,932,437  
  1,000,000    

Series 2019-31A-E (3 Month LIBOR USD + 6.75%, 6.75% Floor)

    9.27% ^       04/20/2031       980,800  
  1,750,000    

Series 2019-32A-E (3 Month LIBOR USD + 6.70%, 6.70% Floor)

    9.00% ^       01/19/2032       1,720,300  
  2,250,000    

Series 2019-33A-E (3 Month LIBOR USD + 6.80%)

    8.94% ^       10/16/2032       2,243,065  
 

Newark BSL Ltd.,

 

  3,000,000    

Series 2016-1A-D (3 Month LIBOR USD + 6.75%)

    9.01% ^       12/21/2029       3,001,628  
  2,000,000    

Series 2017-1A-D (3 Month LIBOR USD + 6.30%)

    8.58% ^       07/25/2030       1,909,139  
 

Niagara Park Ltd.,

 

  3,675,000    

Series 2019-1A-E (3 Month LIBOR USD + 6.45%, 6.45% Floor)

    8.84% ^       07/17/2032       3,620,361  
 

Octagon Investment Partners Ltd.,

 

  5,000,000    

Series 2012-1A-DR (3 Month LIBOR USD + 7.15%)

    9.45% ^       07/15/2029       4,932,500  
  8,250,000    

Series 2013-1A-ER (3 Month LIBOR USD + 5.75%, 5.75% Floor)

    8.05% ^       07/17/2030       7,396,250  
  5,460,000    

Series 2013-1A-ER (3 Month LIBOR USD + 7.00%)

    9.30% ^       07/19/2030       5,398,790  
 

 

The accompanying notes are an integral part of these financial statements.   Annual Report   September 30, 2019   13


Table of Contents
Schedule of Investments  DoubleLine Income Solutions Fund  (Cont.)  

September 30, 2019

 

    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
 

Octagon Investment Partners Ltd., (Cont.)

 

  2,000,000    

Series 2014-1A-DRR (3 Month LIBOR USD + 7.00%, 7.00% Floor)

    9.18% ^       02/14/2031       1,961,628  
  2,000,000    

Series 2016-1A-FR (3 Month LIBOR USD + 8.09%, 8.09% Floor)

    10.39% ^       07/15/2030       1,816,543  
  4,000,000    

Series 2017-1A-D (3 Month LIBOR USD + 6.20%)

    8.48% ^       03/17/2030       3,828,525  
  3,000,000    

Series 2019-1A-E (3 Month LIBOR USD + 6.60%, 6.60% Floor)

    8.69% ^       10/25/2032       2,939,107  
 

Stewart Park Ltd.,

 

  7,500,000    

Series 2015-1A-ER (3 Month LIBOR USD + 5.28%, 5.28% Floor)

    7.58% ^       01/15/2030       6,675,387  
 

Venture Ltd.,

 

  7,200,000    

Series 2016-24A-E (3 Month LIBOR USD + 6.72%)

    9.00% ^       10/20/2028       6,889,841  
  5,000,000    

Series 2017-26A-E (3 Month LIBOR USD + 6.80%)

    9.08% ^       01/20/2029       4,776,127  
  4,000,000    

Series 2017-27A-E (3 Month LIBOR USD + 6.35%)

    8.63% ^       07/20/2030       3,705,762  
 

Voya Ltd.,

 

  4,050,000    

Series 2016-4A-E2 (3 Month LIBOR USD + 6.65%)

    8.93% ^       07/20/2029       4,046,916  
  1,500,000    

Series 2017-1A-D (3 Month LIBOR USD + 6.10%)

    8.40% ^       04/17/2030       1,415,185  
  1,000,000    

Series 2018-2A-E (3 Month LIBOR USD + 5.25%, 5.25% Floor)

    7.55% ^       07/15/2031       911,728  
  1,000,000    

Series 2018-2A-F (3 Month LIBOR USD + 7.29%, 7.29% Floor)

    9.59% ^       07/15/2031       851,332  
 

WhiteHorse Ltd.,

 

  3,250,000    

Series 2013-1A-B1L (3 Month LIBOR USD + 3.70%)

    5.83% ^       11/24/2025       3,253,224  
 

Wind River Ltd.,

 

  2,000,000    

Series 2013-2A-E1R (3 Month LIBOR USD + 6.75%)

    9.05% ^       10/18/2030       1,711,200  
  3,500,000    

Series 2014-2A-ER (3 Month LIBOR USD + 5.75%, 5.75% Floor)

    8.05% ^       01/15/2031       3,001,250  
  2,000,000    

Series 2014-3A-ER2 (3 Month LIBOR USD + 6.22%, 6.22% Floor)

    8.50% ^       10/22/2031       1,775,349  
    5,000,000    

Series 2017-1A-E (3 Month LIBOR USD + 6.42%)

    8.72% ^       04/18/2029       4,835,383  
  3,000,000    

Series 2017-3A-E (3 Month LIBOR USD + 6.40%)

    8.70% ^       10/15/2030       2,840,850  
  1,000,000    

Series 2018-1A-E (3 Month LIBOR USD + 5.50%)

    7.80% ^       07/15/2030       863,555  
  1,000,000    

Series 2018-2A-E (3 Month LIBOR USD + 5.75%)

    8.05% ^       07/15/2030       890,827  
        

 

 

 
  Total Collateralized Loan Obligations
(Cost $247,213,333)

 

    235,208,690  
      

 

 

 
    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
  FOREIGN CORPORATE BONDS 65.8%  
  24,000,000    

AES Andres B.V.

    7.95% ^       05/11/2026       25,650,000  
  5,500,000    

AES Argentina Generacion S.A.

    7.75% ^       02/02/2024       4,180,000  
  20,950,000    

AES Argentina Generacion S.A.

    7.75%        02/02/2024       15,922,000  
  10,000,000    

AES El Salvador Trust

    6.75%        03/28/2023       10,032,000  
  4,600,000    

AES Gener S.A. (5 Year Swap Rate USD + 4.64%)

    7.13% ^z       03/26/2079       4,835,750  
  12,000,000    

AI Candelaria Spain SLU

    7.50%        12/15/2028       13,665,120  
  25,000,000    

AJE Corporation B.V.

    6.50%        05/14/2022       23,843,750  
  70,201    

Autopistas del Nordeste Ltd.

    9.39%        04/15/2024       76,519  
  4,455,648    

Autopistas del Sol S.A.

    7.38% ^       12/30/2030       4,511,388  
  20,000,000    

Avianca Holdings S.A.

    8.38% ^z       05/10/2020       19,300,000  
  7,500,000    

Avianca Holdings S.A.

    8.38%        05/10/2020       7,237,500  
  21,500,000    

Banco BTG Pactual S.A. (5 Year CMT Rate + 5.26%)

    7.75% ^       02/15/2029       22,467,500  
  28,069,000    

Banco de Galicia y Buenos Aires S.A. (5 Year CMT Rate + 7.16%)

    8.25%        07/19/2026       20,279,853  
  10,400,000    

Banco de Reservas de la Republica Dominicana

    7.00% z       02/01/2023       10,933,104  
  19,000,000    

Banco do Brasil S.A. (10 Year CMT Rate + 4.40%)

     6.25% z       04/15/2024       18,762,500  
  15,000,000    

Banco Macro S.A. (5 Year Swap Rate USD + 5.46%)

    6.75% ^       11/04/2026       10,387,500  
  18,550,000    

Banco Macro S.A. (5 Year Swap Rate USD + 5.46%)

    6.75%        11/04/2026       12,845,875  
  8,000,000    

Banco Mercantil de Norte (10 Year CMT Rate + 5.35%)

     7.63% ^z       01/10/2028       8,190,080  
  32,000,000    

Banco Mercantil del Norte S.A. (10 Year CMT Rate + 5.35%)

     7.63% z       01/10/2028       32,760,320  
  13,000,000    

Banco Votorantim S.A. (5 Year CMT Rate + 6.11%)

     8.25%        12/07/2022       13,988,000  
  10,000,000    

Bantrab Senior Trust

    9.00% ^       11/14/2020       10,327,600  
  2,258,000    

Bantrab Senior Trust

    9.00%        11/14/2020       2,331,972  
  12,000,000    

C&W Senior Financing DAC

    7.50% ^z       10/15/2026       12,690,000  
  16,500,000    

C&W Senior Financing DAC

    6.88% z       09/15/2027       17,160,000  
  5,026,000    

C10 Capital SPV Ltd. (3 Month LIBOR USD + 4.71%)

     6.81%        12/31/2019       5,000,870  
  10,150,000    

C5 Capital Ltd. (3 Month LIBOR USD + 4.28%)

     6.38%        12/31/2019       9,979,074  
  7,345,000    

Camelot Finance S.A.

    7.88% ^       10/15/2024       7,675,525  
  5,000,000    

Canacol Energy Ltd.

    7.25% z       05/03/2025       5,308,750  
  20,000,000    

Canacol Energy Ltd.

    7.25% ^       05/03/2025       21,235,000  
  17,450,000    

Capex S.A.

    6.88%        05/15/2024       13,000,250  
  3,800,000    

Capex S.A.

    6.88% ^       05/15/2024       2,831,000  
  18,230,000    

CFG Investment S.A.C.

    9.75% W       12/31/2019       17,500,800  
  3,500,000    

Cia General de Combustibles S.A.

    9.50% ^       11/07/2021       2,668,750  
  21,500,000    

Cia General de Combustibles S.A.

    9.50%        11/07/2021       16,393,750  
  7,000,000    

CIMPOR Financial Operations B.V.

    5.75% z       07/17/2024       5,267,500  
  20,000,000    

Colombia Telecomunicaciones S.A. (5 Year Swap Rate USD + 6.96%)

     8.50% ^z       03/30/2020       20,575,000  
  31,000,000    

Cosan Overseas Ltd.

     8.25%        11/05/2019       32,162,810  
 

 

14   DoubleLine Income Solutions Fund      The accompanying notes are an integral part of these financial statements.


Table of Contents
      

September 30, 2019

 

    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
  9,400,000    

Credito Real S.A.B. de C.V. (10 Year CMT Rate + 7.03%)

     9.13% ^z       11/29/2022       9,682,094  
  21,581,000    

Credito Real S.A.B. de C.V. (5 Year CMT Rate + 7.03%)

     9.13%        11/29/2022       22,228,646  
  40,000,000    

CSN Islands Corporation

     7.00% z       12/23/2019       35,025,400  
  43,900,000    

Digicel Group Ltd.

    8.25% ^       09/30/2022       9,438,500  
  10,042,777    

Digicel Group Two Ltd (7.13% Cash + 2.00% PIK)

    9.13% ^       04/01/2024       1,054,492  
  19,000,000    

Docuformas SAPI de C.V.

    10.25% ^       07/24/2024       18,799,550  
  6,600,000    

Docuformas SAPI de C.V.

    10.25%        07/24/2024       6,530,370  
  4,000,000    

Eldorado International Finance GMBH

    8.63%        06/16/2021       4,177,540  
  16,080,000    

Eldorado International Finance GMBH

    8.63% ^z       06/16/2021       16,793,711  
  20,000,000    

Financiera Independencia S.A.B. de C.V. SOFOM ENR

    8.00% ^       07/19/2024       18,550,200  
  32,000,000    

Freeport-McMoRan Copper & Gold, Inc.

    5.45% z       03/15/2043       28,972,160  
  5,525,000    

GFL Environmental, Inc.

    8.50% ^z       05/01/2027       6,139,656  
  10,000,000    

Gilex Holding Sarl

    8.50% ^       05/02/2023       10,762,600  
  5,000,000    

Gilex Holding Sarl

    8.50% z       05/02/2023       5,381,300  
  1,760,000    

Gol Finance, Inc.

     8.75%        01/05/2020       1,685,200  
  5,000,000    

Gran Tierra Energy International Holdings Ltd.

    6.25% z       02/15/2025       4,500,000  
  9,000,000    

Gran Tierra Energy, Inc.

    7.75%        05/23/2027       8,482,500  
  21,000,000    

Gran Tierra Energy, Inc.

    7.75% ^z       05/23/2027       19,792,500  
  14,700,000    

Grupo Idesa S.A. de C.V.

    7.88% ^z       12/18/2020       10,804,500  
  12,300,000    

Grupo Idesa S.A. de C.V.

    7.88% z       12/18/2020       9,040,500  
  4,000,000    

Grupo Posadas S.A.B. de C.V.

    7.88%        06/30/2022       4,020,040  
  26,000,000    

Grupo Posadas S.A.B. de C.V.

    7.88% ^       06/30/2022       26,130,260  
  13,447,000    

GW Honos Security Corporation

    8.75% ^z       05/15/2025       13,878,649  
  15,000,000    

Instituto Costarricense de Electricidad

    6.38% ^z       05/15/2043       12,468,900  
  19,511,000    

Instituto Costarricense de Electricidad

    6.38% z       05/15/2043       16,218,714  
  7,300,000    

Intelsat Jackson Holdings S.A.

    8.50% ^       10/15/2024       7,370,737  
  7,715,000    

Intelsat Jackson Holdings S.A.

    9.75% ^z       07/15/2025       8,096,892  
  5,925,566    

Invepar Holdings

    0.00% WÞ       12/30/2028       253,389  
  25,000,000    

JSL Europe S.A.

    7.75% z       07/26/2024       26,938,250  
  19,555,000    

Kronos Acquisition Holdings, Inc.

    9.00% ^z       08/15/2023       17,306,175  
  15,000,000    

MARB BondCo PLC

    7.00% ^z       03/15/2024       15,675,150  
  10,000,000    

NBM US Holdings, Inc.

    7.00% ^       05/14/2026       10,518,750  
  5,600,000    

NBM US Holdings, Inc.

    6.63% ^z       08/06/2029       5,747,000  
  10,000,000    

Pampa Energia S.A.

    7.50% ^       01/24/2027       7,625,000  
  14,600,000    

Pampa Energia S.A.

    7.50%        01/24/2027       11,132,500  
  5,797,000    

Pampa Energia S.A.

    9.13%        04/15/2029       4,612,151  
  5,000,000    

Pampa Energia S.A.

    9.13% ^       04/15/2029       3,978,050  
  570,000    

Pesquera Exalmar S.A.A.

    8.00%        01/25/2025       571,425  
  4,800,000    

Petra Diamonds PLC

    7.25% ^z       05/01/2022       3,816,000  
  25,000,000    

Petrobras Global Finance B.V.

    6.75% z       01/27/2041       28,715,875  
  5,000,000    

Petroleos Mexicanos

    6.38%        01/23/2045       4,656,250  
  30,000,000    

Petroleos Mexicanos

    5.63%        01/23/2046       25,812,000  
    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
  9,000,000    

Rio Energy S.A.

    6.88% ^       02/01/2025       4,275,090  
  11,000,000    

Rio Energy S.A.

    6.88%        02/01/2025       5,225,110  
  11,441,000    

RKP Overseas Finance Ltd.

     7.95%        02/17/2022       10,588,962  
  7,500,000    

Sappi Papier Holding GMBH

    7.50%        06/15/2032       7,875,000  
  21,119,000    

Sappi Papier Holding GMBH

    7.50% ^       06/15/2032       22,174,950  
  14,849,000    

Star Energy Geothermal Wayang Windu Ltd.

    6.75%        04/24/2033       15,520,541  
  2,195,000    

Starfruit Finco B.V.

    8.00% ^z       10/01/2026       2,200,487  
  23,467,953    

Stoneway Capital Corporation

    10.00%        03/01/2027       14,139,441  
  2,325,000    

Syngenta Finance N.V.

    4.38% z       03/28/2042       2,136,980  
  1,950,000    

Syngenta Finance N.V.

    5.68% z       04/24/2048       2,019,130  
  10,000,000    

Tecnoglass, Inc.

    8.20%        01/31/2022       10,825,000  
  7,500,000    

Telecom Argentina SA

    8.00% ^       07/18/2026       6,581,250  
  14,930,000    

Telesat LLC

    8.88% ^z       11/15/2024       16,031,834  
  3,585,000    

Telesat LLC

    6.50% ^       10/15/2027       3,656,700  
  13,644,000    

Tervita Escrow Corporation

    7.63% ^z       12/01/2021       13,933,935  
  5,000,000    

Teva Pharmaceutical Finance Netherlands B.V.

    4.10% z       10/01/2046       3,156,250  
  700,000    

Transportadora de Gas del Sur S.A.

    6.75% ^       05/02/2025       617,750  
  740,000    

Trivium Packaging Finance BV

    8.50% ^z       08/15/2027       801,975  
  6,500,000    

Unifin Financiera S.A.B. de C.V.

    8.38% z       01/27/2028       6,579,625  
  24,000,000    

Unifin Financiera S.A.B. de C.V. (5 Year CMT Rate + 6.31%)

     8.88% z       01/29/2025       21,420,240  
  11,000,000    

Unifin Financiera S.A.B. de C.V. (5 Year CMT Rate + 6.31%)

     8.88% ^       01/29/2025       9,817,610  
  7,700,000    

Unigel Luxembourg S.A.

    10.50%        01/22/2024       8,479,625  
  10,000,000    

Unigel Luxembourg S.A.

    10.50% ^       01/22/2024       11,012,500  
  29,000,000    

Unigel Luxembourg S.A.

    8.75% ^       10/01/2026       29,000,000  
  20,000,000    

Vedanta Resources Finance PLC

    9.25% z       04/23/2026       19,955,000  
  13,000,000    

Vedanta Resources Finance PLC

    9.25% ^z       04/23/2026       12,970,750  
  7,000,000    

Vedanta Resources PLC

    6.13% z       08/09/2024       6,467,198  
  10,000,000    

YPF Energia Electrica S.A.

    10.00% ^       07/25/2026       6,975,100  
  8,300,000    

YPF S.A.

    8.50%        07/28/2025       6,557,083  
  5,000,000    

YPF S.A.

    8.50% z       06/27/2029       3,975,000  
  850,000    

YPF S.A.

    8.50% ^       06/27/2029       675,750  
  20,807,000    

YPF S.A.

    7.00%        12/15/2047       14,565,108  
        

 

 

 
  Total Foreign Corporate Bonds
(Cost $1,377,601,399)

 

    1,285,571,960  
        

 

 

 
 

 

The accompanying notes are an integral part of these financial statements.   Annual Report   September 30, 2019   15


Table of Contents
Schedule of Investments  DoubleLine Income Solutions Fund  (Cont.)  

September 30, 2019

 

    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE     MATURITY     VALUE $  
 
NON-AGENCY COMMERCIAL MORTGAGE BACKED
OBLIGATIONS 16.4%
 
 
 

Atrium Hotel Portfolio Trust,

 

  10,000,000    

Series 2018-ATRM-E (1 Month LIBOR USD + 3.40%, 3.40% Floor)

    5.43% ^      06/15/2035       10,095,687  
 

Bear Stearns Commercial Mortgage Securities, Inc.,

 

  9,948,000    

Series 2007-T26-AJ

    5.57% #      01/12/2045       8,679,413  
 

BX Commercial Mortgage Trust,

 

  20,000,000    

Series 2019-IMC-G (1 Month LIBOR USD + 3.60%, 3.60% Floor)

    5.63% ^      04/15/2034       20,162,780  
 

BX Trust,

 

  350,000    

Series 2018-GW-G (1 Month LIBOR USD + 2.92%, 2.92% Floor)

    4.95% ^      05/15/2035       353,504  
 

Carbon Capital Commercial Mortgage Trust,

 

  15,292,000    

Series 2019-FL2-B (1 Month LIBOR USD + 2.85%, 2.85% Floor)

    4.88% ^      10/15/2035       15,426,293  
 

CF Trust,

 

  871,000    

Series 2019-MF1-F (1 Month LIBOR USD + 2.95%, 2.95% Floor)

    4.98% ^      08/21/2032       873,184  
 

Citigroup Commercial Mortgage Trust,

 

  30,524,109    

Series 2014-GC25-XG

    1.38% #^ I/O      10/10/2047       1,375,691  
  4,484,000    

Series 2015-GC27-D

    4.57% #^      02/10/2048       4,292,427  
 

Commercial Mortgage Pass-Through Certificates,

 

  3,929,315    

Series 2014-UBS4-F

    3.75% ^Þ      08/10/2047       1,533,777  
  7,036,812    

Series 2014-UBS4-G

    3.75% ^Þ      08/10/2047       841,764  
  14,000    

Series 2014-UBS4-V

    0.00% #^Þ      08/10/2047       1  
  6,400,000    

Series 2015-CR26-E

    3.25% ^Þ      10/10/2048       5,505,760  
  18,438,000    

Series 2015-CR26-XD

    1.38% #^ I/O      10/10/2048       1,199,169  
 

Great Wolf Trust,

 

  38,532,600    

Series 2017-WFMZ-MC (1 Month LIBOR USD + 10.47%, 10.63% Floor)

    12.50% ^      09/15/2022       39,375,354  
 

GS Mortgage Securities Corporation,

 

  12,730,000    

Series 2014-GC20-E

    4.63% #^Þ      04/10/2047       7,901,358  
  65,010,362    

Series 2014-GC20-XD

    1.46% #^ I/O      04/10/2047       3,114,500  
  5,711,500    

Series 2018-FBLU-E (1 Month LIBOR USD + 2.75%, 2.75% Floor)

    4.78% ^      11/15/2035       5,737,620  
 

GS Mortgage Securities Trust,

 

  3,750,000    

Series 2019-SMP-G (1 Month LIBOR USD + 4.25%, 4.25% Floor)

    6.39% ^      08/15/2032       3,759,349  
 

Hawaii Hotel Trust,

 

  20,000,000    

Series 2019-MAUI-F (1 Month LIBOR USD + 2.75%, 2.75% Floor)

    4.78% ^      05/15/2038       20,118,920  
 

Hilton USA Trust 2018-ORL,

 

  5,590,000    

Series 2018-ORL-F (1 Month LIBOR USD + 3.65%)

    5.68% ^      12/15/2034       5,636,846  
 

Hilton USA Trust,

 

  5,000,000    

Series 2016-SFP-E

    5.52% ^      11/05/2035       5,034,452  
 

HPLY Trust,

 

  19,797,613    

Series 2019-HIT-G (1 Month LIBOR USD + 3.90%, 3.90% Floor)

    5.93% ^      11/15/2036       19,847,107  
 

JP Morgan Chase Commercial Mortgage Securities Trust,

 

  137,281    

Series 2007-LDPX-AM

    5.46% #      01/15/2049       137,540  
 

JPMBB Commercial Mortgage Securities Trust,

 

  57,259,829    

Series 2013-C14-XC

    1.26% #^ I/O      08/15/2046       2,093,803  
  14,113,175    

Series 2014-C19-E

    4.00% #^Þ      04/15/2047       11,802,524  
  7,840,900    

Series 2014-C19-F

    3.75% #^Þ      04/15/2047       4,346,909  
    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE     MATURITY     VALUE $  
 

JPMBB Commercial Mortgage Securities Trust, (Cont.)

 

  21,791,448    

Series 2014-C19-NR

    3.75% #^Þ      04/15/2047       4,401,873  
  47,829,586    

Series 2014-C21-XD

    0.91% #^ I/O      08/15/2047       1,638,379  
  12,020,000    

Series 2015-C27-E

    2.81% #^Þ      02/15/2048       9,823,970  
  24,531,000    

Series 2015-C27-XE

    1.68% #^ I/O      02/15/2048       1,730,642  
  5,600,000    

Series 2019-MFP-F (1 Month LIBOR USD + 3.10%, 3.00% Floor)

    5.13% ^      07/15/2036       5,635,484  
 

Monarch Beach Resort Trust,

 

  16,250,000    

Series 2018-MBMZ-M (1 Month LIBOR USD + 4.96%, 4.96% Floor)

    6.99% ^      07/15/2025       16,344,300  
  3,570,000    

Series 2018-MBR-G (1 Month LIBOR USD + 3.15%, 3.15% Floor)

    5.18% ^      07/15/2035       3,499,449  
 

Morgan Stanley Bank of America Merrill Lynch Trust,

 

  8,150,000    

Series 2015-C26-E

    4.55% #^Þ      10/15/2048       6,849,676  
  850,000    

Series 2015-C26X-E

    4.55% #Þ      10/15/2048       714,383  
 

Morgan Stanley Capital Trust,

 

  11,453,000    

Series 2017-ASHF-G (1 Month LIBOR USD + 6.90%, 6.90% Floor)

    8.93% ^      11/15/2034       11,345,594  
  3,357,000    

Series 2019-PLND-F (1 Month LIBOR USD + 2.80%, 2.80% Floor)

    4.83% ^      05/15/2036       3,365,393  
 

Wells Fargo Commercial Mortgage Trust,

 

  4,870,000    

Series 2014-LC16-E

    3.25% ^Þ      08/15/2050       3,034,716  
  4,870,000    

Series 2014-LC16-XC

    1.71% #^ I/O      08/15/2050       320,763  
  12,175,807    

Series 2014-LC16-XD

    1.71% #^ I/O      08/15/2050       741,794  
  18,361,980    

Series 2015-C29-E

    4.37% #^Þ      06/15/2048       15,869,984  
  9,180,600    

Series 2015-C29-F

    4.37% #^Þ      06/15/2048       5,664,393  
  39,018,814    

Series 2015-C29-G

    4.37% #^Þ      06/15/2048       14,618,048  
  11,973,000    

Series 2014-LC14-E

    3.50% #^Þ      03/15/2047       10,288,698  
  87,892,034    

Series 2014-LC14-XC

    1.79% #^ I/O      03/15/2047       5,781,085  
       

 

 

 
  Total Non-Agency Commercial Mortgage Backed Obligations
(Cost $325,725,415)

 

    320,914,356  
       

 

 

 
 
NON-AGENCY RESIDENTIAL COLLATERALIZED MORTGAGE
OBLIGATIONS 3.2%
 
 
 

CIM Trust,

 

  30,000,000    

Series 2016-1RR-B2

    8.82% #^Þ      07/26/2055       30,049,905  
  15,000,000    

Series 2016-2RR-B2

    7.76% #^Þ      02/25/2056       15,214,381  
  15,000,000    

Series 2016-3RR-B2

    8.14% #^Þ      02/27/2056       15,135,827  
 

Wachovia Mortgage Loan Trust,

 

  1,784,154    

Series 2007-A-4A1

    4.46% #      03/20/2037       1,632,926  
       

 

 

 
  Total Non-Agency Residential Collateralized Mortgage Obligations
(Cost $54,543,587)

 

    62,033,039  
       

 

 

 
  US CORPORATE BONDS 28.1%  
  1,645,000    

Acrisure LLC

    8.13% ^z      02/15/2024       1,775,572  
  3,770,000    

Allied Universal Holding Company

    9.75% ^      07/15/2027       3,938,217  
  15,310,000    

AMC Merger, Inc.

    8.00% ^      05/15/2025       10,487,350  
  10,988,000    

Argos Merger Sub, Inc.

    7.13% ^z      03/15/2023       10,383,660  
  11,036,000    

AssuredPartners, Inc.

    7.00% ^z      08/15/2025       11,091,180  
  18,315,000    

Avantor, Inc.

    9.00% ^z      10/01/2025       20,627,269  
  8,000,000    

Banff Merger Sub, Inc.

    9.75% ^z      09/01/2026       7,676,000  
  11,565,000    

BCD Acquisition, Inc.

    9.63% ^z      09/15/2023       11,854,125  
  2,960,000    

Boyne USA, Inc.

    7.25% ^z      05/01/2025       3,240,016  
  7,750,000    

Bruin E&P Partners LLC

    8.88% ^z      08/01/2023       5,831,875  
  7,250,000    

Calfrac Holdings LP

    8.50% ^z      06/15/2026       3,262,500  
  14,080,000    

CB Escrow Corporation

    8.00% ^      10/15/2025       12,467,840  
  16,160,000    

Cengage Learning, Inc.

    9.50% ^z      06/15/2024       14,867,200  
 

 

16   DoubleLine Income Solutions Fund      The accompanying notes are an integral part of these financial statements.


Table of Contents
      

September 30, 2019

 

    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
  3,815,000    

Constellation Merger Sub, Inc.

    8.50% ^z       09/15/2025       3,214,137  
  10,160,000    

CSI Compressco LP

    7.50% ^z       04/01/2025       10,033,000  
  3,195,000    

Eagle Holding Company (PIK 8.50%)

    7.75% ^       05/15/2022       3,226,950  
  3,975,000    

EES Finance Corporation

    8.13%        05/01/2025       3,979,969  
  15,745,000    

Embarq Corporation

    8.00% z       06/01/2036       15,641,713  
  19,615,000    

Ensemble S Merger Sub, Inc.

    9.00% ^       09/30/2023       20,178,931  
  1,550,000    

Enterprise Merger Sub, Inc.

    8.75% ^       10/15/2026       953,250  
  3,710,000    

EP Energy LLC

    7.75% ^z       05/15/2026       2,801,050  
  9,760,000    

Financial & Risk US Holdings, Inc.

    8.25% ^z       11/15/2026       10,797,000  
  7,660,000    

Flex Acquisition Company, Inc.

    6.88% ^z       01/15/2025       7,024,986  
  1,255,000    

Flex Acquisition Company, Inc.

    7.88% ^z       07/15/2026       1,154,600  
  9,200,000    

Foresight Energy LLC

    11.50% ^       04/01/2023       2,001,000  
  6,170,000    

Frontier Communications Corporation

    8.50%        04/15/2020       3,270,100  
  2,815,000    

Frontier Communications Corporation

    8.00% ^       04/01/2027       2,975,990  
  13,540,000    

Genesys Telecommunications Laboratories, Inc.

    10.00% ^       11/30/2024       14,671,402  
  12,200,000    

Gogo Finance Company, Inc.

    9.88% ^z       05/01/2024       13,084,500  
  10,000,000    

GTT Communications, Inc.

    7.88% ^z       12/31/2024       5,700,000  
  10,405,000    

Hexion, Inc.

    7.88% ^z       07/15/2027       10,326,962  
  5,759,000    

Hillman Group, Inc.

    6.38% ^       07/15/2022       5,427,857  
  7,000,000    

Informatica LLC

    7.13% ^z       07/15/2023       7,140,000  
  10,770,000    

Iridium Communications, Inc.

    10.25% ^       04/15/2023       11,631,600  
  5,970,000    

JBS USA Finance, Inc.

    6.75% ^z       02/15/2028       6,634,162  
  7,850,000    

Legacy Reserves LP

    6.63% W       12/01/2021       215,875  
  3,615,000    

Matterhorn Merger Sub LLC

    8.50% ^       06/01/2026       2,720,288  
  2,000,000    

MPH Acquisition Holdings LLC

    7.13% ^z       06/01/2024       1,852,500  
  5,425,000    

Moss Creek Resources Holdings, Inc.

    7.50% ^       01/15/2026       4,021,281  
  1,295,000    

NGL Energy Finance Corporation

    7.50% ^z       04/15/2026       1,304,065  
  7,750,000    

NFP Corporation

    6.88% ^z       07/15/2025       7,720,938  
  11,350,000    

Onex York Acquisition Corporation

    8.50% ^z       10/01/2022       11,591,188  
  7,264,000    

OPE KAG Finance Sub, Inc.

    7.88% ^z       07/31/2023       6,537,600  
  2,305,000    

Panther BF Aggregator LP

    8.50% ^z       05/15/2027       2,339,575  
  7,455,000    

Par Petroleum Finance Corporation

    7.75% ^z       12/15/2025       7,436,363  
  6,700,000    

Peabody Securities Finance Corporation

    6.00% ^z       03/31/2022       6,767,000  
  6,800,000    

PetSmart, Inc.

    8.88% ^z       06/01/2025       6,477,000  
  13,919,000    

Polaris Intermediate (PIK 9.25%)

    8.50% ^       12/01/2022       11,900,745  
  3,295,000    

Prime Security Services Borrower LLC

    9.25% ^z       05/15/2023       3,470,212  
  12,328,000    

Pyxus International, Inc.

    8.50% ^       04/15/2021       11,988,980  
  7,140,000    

Radiate Finance, Inc.

    6.63% ^z       02/15/2025       7,226,394  
  12,280,000    

Riverbed Technology, Inc.

    8.88% ^       03/01/2023       6,754,000  
  10,160,000    

Scientific Games International, Inc.

    8.25% ^z       03/15/2026       10,845,800  
  9,970,000    

Solera Finance, Inc.

    10.50% ^z       03/01/2024       10,589,336  
    
PRINCIPAL
AMOUNT $
    SECURITY DESCRIPTION   RATE     MATURITY     VALUE $  
  4,000,000    

Sprint Capital Corporation

    8.75% z      03/15/2032       4,943,800  
  11,385,000    

Sprint Corporation

    7.63% z      03/01/2026       12,594,656  
  10,296,000    

SunCoke Energy Partners Finance Corporation

    7.50% ^      06/15/2025       9,202,050  
  12,833,000    

Tapstone Energy Finance Corporation

    9.75% ^W      06/01/2022       3,529,075  
  8,145,000    

Team Health Holdings, Inc.

    6.38% ^z      02/01/2025       5,668,920  
  17,605,000    

Tempo Acquisition Finance Corporation

    6.75% ^z      06/01/2025       18,221,175  
  5,195,000    

Tenet Healthcare Corporation

    8.13% z      04/01/2022       5,643,069  
  9,397,000    

Tenet Healthcare Corporation

    7.00% z      08/01/2025       9,584,940  
  7,709,000    

Trident Merger Sub, Inc.

    6.63% ^z      11/01/2025       6,783,920  
  3,000,000    

Trident TPI Holdings, Inc.

    9.25% ^z      08/01/2024       2,947,500  
  1,285,000    

Triumph Group, Inc.

    6.25% ^z      09/15/2024       1,339,870  
  10,280,000    

Triumph Group, Inc.

    7.75% z      08/15/2025       10,408,500  
  8,375,000    

Uber Technologies, Inc.

    8.00% ^      11/01/2026       8,500,625  
  5,525,000    

Uber Technologies, Inc.

    7.50% ^z      09/15/2027       5,525,000  
  7,645,000    

Valeant Pharmaceuticals International, Inc.

    9.25% ^z      04/01/2026       8,705,667  
  2,585,000    

Valeant Pharmaceuticals International, Inc.

    8.50% ^z      01/31/2027       2,907,608  
  11,790,000    

Verscend Escrow Corporation

    9.75% ^z      08/15/2026       12,599,030  
  7,675,000    

Vine Oil & Gas Finance Corporation

    8.75% ^      04/15/2023       3,530,500  
  5,500,000    

Wand Merger Corporation

    9.13% ^z      07/15/2026       5,864,375  
  10,390,000    

Weatherford International Ltd.

    9.88% W      02/15/2024       3,766,375  
  5,000,000    

West Street Merger Sub, Inc.

    6.38% ^      09/01/2025       4,625,000  
       

 

 

 
  Total US Corporate Bonds
(Cost $601,833,543)

 

    548,022,758  
       

 

 

 
 
US GOVERNMENT AND AGENCY MORTGAGE BACKED
OBLIGATIONS 5.2%
 
 
 

Federal Home Loan Mortgage Corporation,

 

  9,475,889    

Series 3631-SJ (-1 x 1 Month LIBOR USD + 6.24%, 6.24% Cap)

    4.21% I/F I/O      02/15/2040       1,793,513  
  6,627,314    

Series 3770-SP (-1 x 1 Month LIBOR USD + 6.50%, 6.50% Cap)

    4.47% I/F I/O      11/15/2040       700,204  
  24,898,863    

Series 3980-SX (-1 x 1 Month LIBOR USD + 6.50%, 6.50% Cap)

    4.47% I/F I/O      01/15/2042       5,151,933  
  14,429,032    

Series 4212-NS (-1 x 1 Month LIBOR USD + 5.40%, 5.40% Cap)

    2.97% I/F      06/15/2043       14,630,550  
 

Federal National Mortgage Association,

 

  4,703,925    

Series 2006-83-SH (-1 x 1 Month LIBOR USD + 6.56%, 6.56% Cap)

    4.54% I/F I/O      09/25/2036       929,405  
  18,692,547    

Series 2010-123-SK (-1 x 1 Month LIBOR USD + 6.05%, 6.05% Cap)

    4.03% I/F I/O      11/25/2040       3,509,608  
  21,621,450    

Series 2013-55-US (-2 x 1 Month LIBOR USD + 6.00%, 6.00% Cap)

    2.97% I/F      06/25/2043       20,965,101  
 

 

The accompanying notes are an integral part of these financial statements.   Annual Report   September 30, 2019   17


Table of Contents
Schedule of Investments  DoubleLine Income Solutions Fund  (Cont.)  

September 30, 2019

 

    
PRINCIPAL
AMOUNT $/

SHARES

    SECURITY DESCRIPTION   RATE      MATURITY     VALUE $  
 

Federal National Mortgage Association (Cont.),

 

  34,852,144    

Series 2013-58-KS (-2 x 1 Month LIBOR USD + 5.93%, 5.93% Cap)

    2.90% I/F       06/25/2043       33,459,138  
  20,843,792    

Series 2013-58-SC (-2 x 1 Month LIBOR USD + 6.00%, 6.00% Cap)

    2.97% I/F       06/25/2043       20,108,763  
        

 

 

 
  Total US Government and Agency Mortgage Backed Obligations
(Cost $100,983,637)

 

    101,248,215  
      

 

 

 
  COMMON STOCKS 0.5%  
  51,725    

ATD Holdings, Inc.*Þ

         1,500,025  
  339,999    

Frontera Energy Corporation z

         3,284,394  
  468,716    

Hexion Holdings Corporation*

         5,273,055  
        

 

 

 
  Common Stocks
(Cost $47,207,399)

 

    10,057,474  
      

 

 

 
  WARRANTS 0.0%  
  4,944,181    

OAS S.A., Expiration 5/16/2039, Strike Price BRL 1.00*Þ

         1  
        

 

 

 
  Total Warrants
(Cost $1)

 

    1  
      

 

 

 
  SHORT TERM INVESTMENTS 2.3%  
  15,109,652    

BlackRock Liquidity Funds FedFund - Institutional Shares

    1.82% ¨         15,109,652  
  15,107,422    

Fidelity Institutional Money Market Government Portfolio - Class I

    1.86% ¨         15,107,422  
  15,110,086    

Morgan Stanley Institutional Liquidity Funds Government Portfolio - Institutional Share Class

    1.83% ¨         15,110,086  
        

 

 

 
  Total Short Term Investments
(Cost $45,327,160)

 

    45,327,160  
      

 

 

 
  Total Investments 144.4%
(Cost $3,035,034,324) ‡

 

       2,821,463,133  
  Liabilities in Excess of Other Assets (44.4)%

 

    (867,295,237
        

 

 

 
  NET ASSETS 100.0%

 

     $ 1,954,167,896  
        

 

 

 
SECURITY TYPE BREAKDOWN as a % of Net Assets:       

Foreign Corporate Bonds

         65.8%  

US Corporate Bonds

         28.1%  

Non-Agency Commercial Mortgage Backed Obligations

         16.4%  

Collateralized Loan Obligations

         12.0%  

Bank Loans

         10.6%  

US Government and Agency Mortgage Backed Obligations

         5.2%  

Non-Agency Residential Collateralized Mortgage Obligations

         3.2%  

Short Term Investments

         2.3%  

Common Stocks

         0.5%  

Asset Backed Obligations

         0.3%  

Warrants

         0.0% ~ 

Other Assets and Liabilities

         (44.4)%  
      

 

 

 
         100.0%  
      

 

 

 

 

INVESTMENT BREAKDOWN as a % of Net Assets:       

Non-Agency Commercial Mortgage Backed Obligations

         16.4%  

Energy

         12.2%  

Collateralized Loan Obligations

         12.0%  

Utilities

         9.6%  

Banking

         8.4%  

Finance

         7.6%  

Telecommunications

         7.6%  

Technology

         6.0%  

US Government and Agency Mortgage Backed Obligations

         5.2%  

Consumer Products

         5.1%  

Healthcare

         4.8%  

Mining

         4.6%  

Transportation

         4.1%  

Building and Development (including Steel/Metals)

         4.0%  

Media

         4.0%  

Chemical Products

         3.5%  

Non-Agency Residential Collateralized Mortgage Obligations

         3.2%  

Pulp & Paper

         2.6%  

Short Term Investments

         2.3%  

Containers and Glass Products

         2.2%  

Hotels/Motels/Inns and Casinos

         2.1%  

Commercial Services

         1.8%  

Insurance

         1.7%  

Electronics/Electric

         1.6%  

Business Equipment and Services

         1.3%  

Retailers (other than Food/Drug)

         1.3%  

Chemicals/Plastics

         1.3%  

Automotive

         1.2%  

Environmental Control

         1.1%  

Pharmaceuticals

         0.9%  

Aerospace & Defense

         0.7%  

Food Products

         0.7%  

Beverage and Tobacco

         0.6%  

Real Estate

         0.5%  

Industrial Equipment

         0.5%  

Leisure

         0.4%  

Financial Intermediaries

         0.4%  

Food/Drug Retailers

         0.3%  

Asset Backed Obligations

         0.3%  

Food Service

         0.3%  

Construction

         0.0% ~ 

Other Assets and Liabilities

         (44.4)%  
      

 

 

 
         100.0%  
      

 

 

 
 

 

18   DoubleLine Income Solutions Fund      The accompanying notes are an integral part of these financial statements.


Table of Contents
      

September 30, 2019

 

 

COUNTRY BREAKDOWN as a % of Net Assets:       

United States

         77.8%  

Brazil

         14.7%  

Mexico

         12.8%  

Argentina

         9.7%  

Colombia

         7.7%  

Canada

         3.8%  

Indonesia

         2.3%  

Peru

         2.1%  

India

         2.0%  

Dominican Republic

         1.9%  

Costa Rica

         1.7%  

South Africa

         1.5%  

Panama

         1.5%  

Luxembourg

         1.3%  

Guatemala

         0.7%  

Hong Kong

         0.5%  

Jamaica

         0.5%  

El Salvador

         0.5%  

Netherlands

         0.3%  

Chile

         0.3%  

United Kingdom

         0.3%  

China

         0.2%  

Israel

         0.2%  

France

         0.1%  

Other Assets and Liabilities

         (44.4)%  
      

 

 

 
         100.0%  
      

 

 

 
 
^

Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration to qualified institutional buyers.

 

#

Coupon rate is variable based on the weighted average coupon of the underlying collateral. To the extent the weighted average coupon of the underlying assets which comprise the collateral increases or decreases, the coupon rate of this security will increase or decrease correspondingly. The rate disclosed is as of September 30, 2019.

 

Perpetual Maturity

 

W

Security is in default or has failed to make a scheduled payment. Income is not being accrued.

 

±

Coupon rate is variable or floats based on components including but not limited to reference rate and spread. These securities may not indicate a reference rate and/or spread in their description. The rate disclosed is as of September 30, 2019.

 

Þ

Value determined using significant unobservable inputs.

 

PIK

A payment-in-kind security in which the issuer may make interest or dividend payments in cash or additional securities. These additional securities generally have the same terms as the original holdings.

 

I/O

Interest only security

 

I/F

Inverse floating rate security whose interest rate moves in the opposite direction of reference interest rates. Reference interest rates are typically based on a negative multiplier or slope. Interest rate may also be subject to a cap or floor.

 

*

Non-income producing security

 

¨

Seven-day yield as of September 30, 2019

 

z

Security, or portion of security, is on loan as of September 30, 2019 pursuant to the Liquidity Agreement (see Note 9).

 

Under the Fund’s Liquidity Agreement, the Lender, through their agent, have been granted a security interest in all of the Fund’s investments in consideration of the Fund’s borrowings under the line of credit with the Lender (see Note 9).

 

BRL

Brazilian Real

 

~

Represents less than 0.05% of net assets

 

The accompanying notes are an integral part of these financial statements.   Annual Report   September 30, 2019   19


Table of Contents
Statement of Assets and Liabilities  

September 30, 2019

 

ASSETS

   

Investments in Securities, at Value*

    $ 2,776,135,973

Short Term Investments*

      45,327,160

Interest Receivable

      48,651,902

Cash

      10,413,094

Receivable for Investments Sold

      3,827,143

Prepaid Expenses and Other Assets

      42,473

Total Assets

      2,884,397,745

LIABILITIES

   

Loan Payable

      870,000,000

Payable for Investments Purchased

      55,082,477

Investment Advisory Fees Payable

      2,324,705

Interest Expense Payable

      1,990,353

Administration and Fund Accounting Fees Payable

      379,219

Professional Fees Payable

      227,057

Accrued Expenses

      103,229

Trustees Fees Payable (See Note 7)

      75,163

Custodian Fees Payable

      47,646

Total Liabilities

      930,229,849

Commitments and Contingencies (See Note 2, Note 8 and Note 9)

         

Net Assets

    $ 1,954,167,896

NET ASSETS CONSIST OF:

   

Capital Stock ($0.00001 par value)

    $ 1,016

Additional Paid-in Capital

      2,416,778,444

Undistributed (Accumulated) Net Investment Income (Loss)

      1,041,664

Accumulated Net Realized Gain (Loss) on Investments

      (250,082,037 )

Net Unrealized Appreciation (Depreciation) on Investments

      (213,571,191 )

Total Distributable Earnings (Loss) (See Note 5)

      (462,611,564 )

Net Assets

    $ 1,954,167,896

*Identified Cost:

         

Investments in Securities

    $ 2,989,707,164

Short Term Investments

      45,327,160

Shares Outstanding and Net Asset Value Per Share:

   

Shares Outstanding (unlimited authorized)

      101,583,998

Net Asset Value per Share

    $ 19.24

 

20   DoubleLine Income Solutions Fund      The accompanying notes are an integral part of these financial statements.


Table of Contents
Statement of Operations  

For the Year Ended September 30, 2019

 

INVESTMENT INCOME

   

Income:

         

Interest

    $ 239,364,591

Dividends from Unaffiliated Securities

      463,968

Total Investment Income

      239,828,559

Expenses:

         

Investment Advisory Fees

      29,100,638

Interest Expense

      27,908,872

Administration and Fund Accounting Fees

      2,602,094

Professional Fees

      225,277

Shareholder Reporting Expenses

      215,783

Trustees Fees

      150,480

Registration Fees

      104,002

Custodian Fees

      89,632

Insurance Expenses

      35,864

Miscellaneous Expenses

      21,649

Transfer Agent Expenses

      12,442

Total Expenses

      60,466,733

Net Investment Income (Loss)

      179,361,826

REALIZED & UNREALIZED GAIN (LOSS)

   

Net Realized Gain (Loss) on Investments

      (99,014,879 )

Net Change in Unrealized Appreciation (Depreciation) on Investments

      (22,863,374 )

Net Realized and Unrealized Gain (Loss) on Investments

      (121,878,253 )

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

    $ 57,483,573

 

The accompanying notes are an integral part of these financial statements.   Annual Report   September 30, 2019   21


Table of Contents
Statement of Changes in Net Assets  

    

    

 

    Year Ended
September 30, 2019
  Year Ended
September 30, 2018

OPERATIONS

       

Net Investment Income (Loss)

    $ 179,361,826     $ 182,332,990

Net Realized Gain (Loss) on Investments

      (99,014,879 )       (20,645,659 )

Net Change in Unrealized Appreciation (Depreciation) on Investments

      (22,863,374 )       (114,578,733 )

Net Increase (Decrease) in Net Assets Resulting from Operations

      57,483,573       47,108,598

DISTRIBUTIONS TO SHAREHOLDERS

       

From Earnings

      (182,575,029 )       (184,508,356 )

From Return of Capital

      —         (1,981,778 )

Total Distributions to Shareholders

      (182,575,029 )       (186,490,134 )

NET SHARE TRANSACTIONS

       

Increase (Decrease) in Net Assets Resulting from Net Share Transactions

      3,739,274       868,596

Total Increase (Decrease) in Net Assets

    $ (121,352,182 )     $ (138,512,940 )

NET ASSETS

       

Beginning of Period

    $ 2,075,520,078     $ 2,214,033,018

End of Period

    $ 1,954,167,896     $ 2,075,520,078

 

22   DoubleLine Income Solutions Fund      The accompanying notes are an integral part of these financial statements.


Table of Contents
Statement of Cash Flows  

For the Year Ended September 30, 2019

 

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES

   

Net Increase (Decrease) in Net Assets Resulting from Operations

    $ 57,483,573

Adjustments to Reconcile the Change in Net Assets from Operations to Net Cash Provided By (Used In) Operating activities:

         

Purchases of Long Term Investments

      (1,152,736,268 )

Proceeds from Disposition of Long Term Investments

      1,198,310,744

Net (Purchases of) Proceeds from Disposition of Short Term Investments

      4,207,695

Net Amortization (Accretion) of Premiums/Discounts

      (9,517,225 )

Net Realized (Gain) Loss on Investments

      99,014,879

Net Change in Unrealized (Appreciation) Depreciation on Investments

      22,863,374

(Increase) Decrease in:

         

Receivable for Investments Sold

      27,563,423

Interest Receivable

      4,404,330

Prepaid Expenses and Other Assets

      2,995

Increase (Decrease) in:

         

Payable for Investments Purchased

      5,894,920

Interest Expense Payable for Line of Credit

      (282,626 )

Investment Advisory Fees Payable

      (152,166 )

Payable to Broker for Dividend Reinvestment

      (865,783 )

Trustee Fees Payable

      6,986

Accrued Expenses

      16,801

Custodian Fees Payable

      (7,234 )

Administration and Fund Accounting Fees Payable

      (140,210 )

Professional Fees Payable

      (44,062 )

Net Cash Provided By (Used In) Operating Activities

      256,024,146

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

   

Decrease in borrowings

      (80,000,000 )

Cash Dividends Paid to Common Stockholders

      (178,835,755 )

Net Cash Provided By (Used In) Financing Activities

      (258,835,755 )

NET CHANGE IN CASH

   

Cash at Beginning of Period

      13,224,703

Cash at End of Period

    $ 10,413,094

SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INFORMATION

   

Additional Paid-in Capital from Dividend Reinvestment

    $ 3,739,274

Cash Paid for Interest on Loan Outstanding

    $ 28,190,388

 

The accompanying notes are an integral part of these financial statements.   Annual Report   September 30, 2019   23


Table of Contents
Financial Highlights  

    

    

 

    Year Ended
September 30, 2019
    Year Ended
September 30, 2018
    Year Ended
September 30, 2017
   

Year Ended

September 30, 2016

   

Year Ended

September 30, 2015

 

Net Asset Value, Beginning of Period

  $ 20.47     $ 21.85     $ 20.55     $ 19.80     $ 23.17  

Income (Loss) from Investment Operations:

         

Net Investment Income (Loss)1

    1.77       1.80       1.75       1.71       1.85  

Net Gain (Loss) on Investments (Realized and Unrealized)

    (1.20     (1.34     1.36       0.93       (3.32

Total from Investment Operations

    0.57       0.46       3.11       2.64       (1.47

Less Distributions:

         

Distributions from Net Investment Income

    (1.80     (1.82     (1.81     (1.89     (1.90

Distributions from Return of Capital

    —         (0.02     —         —   4      —    

Total Distributions

    (1.80     (1.84     (1.81     (1.89     (1.90

Net Asset Value, End of Period

  $ 19.24     $ 20.47     $ 21.85     $ 20.55     $ 19.80  

Market Price, End of Period

  $ 19.92     $ 20.20     $ 21.25     $ 19.15     $ 17.29  

Total Return on Net Asset Value2

    2.92%       2.22%       15.83%       14.66%       (6.77 )% 

Total Return on Market Price3

    8.14%       4.06%       21.33%       23.32%       (12.20 )% 

Supplemental Data:

         

Net Assets, End of Period (000’s)

  $ 1,954,168     $ 2,075,520     $ 2,214,033     $ 2,083,218     $ 2,006,694  

Ratios to Average Net Assets:

                                       

Expenses, including interest expense

    3.00%       2.80%       2.38%       2.26%       2.27%  

Net Investment Income (Loss)

    8.91%       8.52%       8.30%       8.97%       8.41%  

Portfolio Turnover Rate

    40%       35%       47%       35%       51%  

 

1 

Calculated based on average shares outstanding during the period.

2 

Total return on Net Asset Value is computed based upon the Net Asset Value of common stock on the first business day and the closing Net Asset Value on the last business day of the period. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund’s dividend reinvestment plan.

3 

Total return on Market Price is computed based upon the New York Stock Exchange market price of the Fund’s shares and excludes the effect of brokerage commissions. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund’s dividend reinvestment plan.

4 

Less than $0.005 per share

 

24   DoubleLine Income Solutions Fund      The accompanying notes are an integral part of these financial statements.


Table of Contents
Notes to Financial Statements  

September 30, 2019

 

1.  Organization

DoubleLine Income Solutions Fund (the “Fund”) was formed as a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and originally classified as a non-diversified fund. The Fund is currently operating as a diversified fund. Currently under the 1940 Act, a diversified fund generally may not, with respect to 75% of its total assets, invest more than 5% of its total assets in the securities of any one issuer or own more than 10% of the outstanding voting securities of such issuer (except, in each case, U.S. Government securities, cash, cash items and the securities of other investment companies). The remaining 25% of a fund’s total assets is not subject to this limitation. The Fund was organized as a Massachusetts business trust on January 10, 2013 and commenced operations on April 26, 2013. The Fund is listed on the New York Stock Exchange (“NYSE”) under the symbol “DSL”. The Fund’s primary investment objective is to seek high current income and its secondary objective is to seek capital appreciation.

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:

 

   

Level 1—Unadjusted quoted market prices in active markets for identical securities

 

   

Level 2—Quoted prices for identical or similar assets in markets that are not active, or inputs derived from observable market data

 

   

Level 3—Significant unobservable inputs (including the reporting entity’s estimates and assumptions)

Market values for domestic and foreign fixed income securities are normally determined on the basis of valuations provided by independent pricing services. Vendors typically value such securities based on one or more inputs described in the following table which is not intended to be a complete list. The table provides examples of inputs that are commonly relevant for valuing particular classes of fixed income securities in which the Fund is authorized to invest. However, these classifications are not exclusive, and any of the inputs may be used to value any other class of fixed-income securities. Securities that use similar valuation techniques and inputs as described in the following table are categorized as Level 2 of the fair value hierarchy. To the extent the significant inputs are unobservable, the values generally would be categorized as Level 3. Assets and liabilities may be transferred between levels.

 

Fixed-income class         Examples of Inputs

All

    Benchmark yields, transactions, bids, offers, quotations from dealers and trading systems, new issues, spreads and other relationships observed in the markets among comparable securities; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance and other reference data (collectively referred to as “standard inputs”)

Corporate bonds and notes;
convertible securities

    Standard inputs and underlying equity of the issuer

US bonds and notes of government and government agencies

    Standard inputs

Residential and commercial mortgage-backed obligations; asset-backed obligations (including collateralized loan obligations)

    Standard inputs and cash flows, prepayment information, default rates, delinquency and loss assumptions, collateral characteristics, credit enhancements and specific deal information, trustee reports

Bank loans

    Standard inputs

Investments in registered open-end management investment companies will be valued based upon the 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.

 

  Annual Report   September 30, 2019   25


Table of Contents
Notes to Financial Statements  (Cont.)  

September 30, 2019

 

Securities may be fair valued by the Adviser (as defined below) in accordance with the fair valuation procedures approved by the Board of Trustees (the “Board”). The Adviser’s valuation committee is generally responsible for overseeing the day to day valuation processes and reports periodically to the Board. The Adviser’s 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.

The following is a summary of the fair valuations according to the inputs used to value the Fund’s investments as of September 30, 2019:

 

Category         

Investments in Securities

        

Level 1

        

Money Market Funds

         $ 45,327,160

Common Stocks

           8,557,449

Total Level 1

           53,884,609

Level 2

        

Foreign Corporate Bonds

           1,285,318,571

US Corporate Bonds

           548,022,758

Collateralized Loan Obligations

           234,348,038

Non-Agency Commercial Mortgage Backed Obligations

           217,716,522

Bank Loans

           206,539,986

US Government and Agency Mortgage Backed Obligations

           101,248,215

Asset Backed Obligations

           6,539,494

Non-Agency Residential Collateralized Mortgage Obligations

           1,632,926

Total Level 2

           2,601,366,510

Level 3

        

Non-Agency Commercial Mortgage Backed Obligations

           103,197,834

Non-Agency Residential Collateralized Mortgage Obligations

           60,400,113

Common Stocks

           1,500,025

Collateralized Loan Obligations

           860,652

Foreign Corporate Bonds

           253,389

Warrants

           1

Total Level 3

           166,212,014

Total

         $ 2,821,463,133

See the Schedule of Investments for further disaggregation of investment categories.

 

 

26   DoubleLine Income Solutions Fund     


Table of Contents
      

September 30, 2019

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

 

         Fair Value as of
9/30/2018
  Net Realized
Gain (Loss)
  Net Change in
Unrealized
Appreciation
(Depreciation)3
  Net Accretion
(Amortization)
  Purchases 1   Sales 2   Transfers Into
Level 34
  Transfers Out
of Level 34
  Fair Value as of
9/30/2019
  Net Change in
Unrealized
Appreciation
(Depreciation)
on securities
held at
9/30/2019 3

Investments in Securities

                                           

Non-Agency Commercial Mortgage Backed Obligations

        $ 142,848,071     $ 2,190,104     $ 9,222,608     $ 3,391,052     $ —       $ (54,454,001 )     $ —       $ —       $ 103,197,834     $ 7,327,572

Non-Agency Residential Collateralized Mortgage Obligations

          57,993,475       —         1,358,886       1,047,752       —         —         —         —         60,400,113       1,358,886

Common Stocks

          —         —         (4,127,364 )       —         5,627,389       —         —         —         1,500,025       —  

Collateralized Loan Obligations

          —         —         —         —         —         —         860,652       —         860,652       —  

Foreign Corporate Bonds

          —         —         (33,773,343 )       —         34,026,732       —         —         —         253,389       —  

Warrants

          —         —         —         —         1       —         —         —         1       —  

Total

        $ 200,841,546     $ 2,190,104     $ (27,319,213 )     $ 4,438,804     $ 39,654,122     $ (54,454,001 )     $ 860,652     $ —       $ 166,212,014     $ 8,686,458

 

1 

Purchases include all purchases of securities, payups and corporate actions.

 

2 

Sales include all sales of securities, maturities, and paydowns.

 

3 

Any difference between Net Change in Unrealized Appreciation (Depreciation) and Net Change in Unrealized Appreciation (Depreciation) on securities held at September 30, 2019 may be due to a security that was not held or categorized as Level 3 at either period end.

 

4 

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.

The following is a summary of quantitative information about Level 3 Fair Value Measurements:

 

         Fair Value as of
9/30/2019 *
  Valuation
Techniques
  Unobservable
Input
  Unobservable Input Values
(Weighted Average)+
  Impact to valuation from an increase to input

Non-Agency Commercial Mortgage Backed Obligations

        $ 103,197,834   Market Comparables   Yields   6.11%-66.43% (14.29%)   Increase in yields would have resulted in the decrease in the fair value of the security

Non-Agency Residential Collateralized Mortgage Obligations

        $ 60,400,113   Market Comparables   Market Quotes   $100.17-$101.43 ($100.67)   Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security

Common Stocks

        $ 1,500,025   Market Comparables   Market Quotes   $29.00 ($29.00)   Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security

Collateralized Loan Obligations

        $ 860,652   Market Comparables   Market Quotes   $86.07 ($86.07)   Significant changes in the market quotes would have resulted in direct and proportional changes in the fair value of the security

Foreign Corporate Bonds

        $ 253,389   Enterprise Value   EBITDA Multiples   5x-6.5x (5.75x)   Significant changes in the EBITDA multiple would have resulted in direct changes in the fair value of the security

Warrants

        $ 1   Intrinsic Value   Underlying Equity Price   $0.00 ($0.00)   Significant changes in the Underlying Equity Price would have resulted in direct changes in the fair value of the security

 

*

Level 3 securities are typically valued by pricing vendors. The appropriateness of fair values for these securities is monitored on an ongoing basis by the Adviser, which may include back testing, results of vendor due diligence, unchanged price review and consideration of market and/or sector events.

 

+ 

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.

 

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Table of Contents
Notes to Financial Statements  (Cont.)  

September 30, 2019

 

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.

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 bond’s 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.

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 Fund’s NAV is typically calculated on days when the NYSE opens for regular trading.

G. Unfunded Loan Commitments. The Fund may enter into certain credit agreements, of which all or a portion may be unfunded. As of September 30, 2019, the Fund had no outstanding unfunded loan commitments. 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 and as such the likelihood of funding is remote. As of September 30, 2019, the Fund had no outstanding bridge loan commitments. The Fund is obligated to fund these commitments at the borrower’s discretion. The Fund generally will maintain with its custodian liquid investments having an aggregate value at least equal to the par value of unfunded loan commitments and bridge loans.

H. Contingencies. Between 2011 and 2014, the Commonwealth of Puerto Rico issued certain general obligation bonds, which are currently the subject of litigation. The Fund previously purchased and sold certain of these general obligation bonds and may have some exposure to this litigation. At this time, it is not anticipated that this litigation will have a material adverse effect on the Fund. As of September 30, 2019, no loss contingency has been recorded in the financial statements.

I. Guarantees and Indemnifications. Under the Fund’s 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 Fund’s 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.

 

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3.  Related Party Transactions

DoubleLine Capital LP (the “Adviser” or “DoubleLine Capital”) 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 Fund’s business affairs. As compensation for its services, the Adviser is entitled to a monthly fee at the annual rate of 1.00% 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). An affiliate of the Adviser owned 7,468 shares of the Fund as of September 30, 2019. 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 year ended September 30, 2019, purchases and sales of investments, excluding short term investments, were $1,152,736,268 and $1,198,310,744, 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 were as follows:

 

         Year Ended
September 30, 2019
   Year Ended
September 30, 2018

Distributions Paid From:

                        

Ordinary Income

         $ 182,575,029      $ 184,508,356

Return of Capital

           —          1,981,778

Total Distributions Paid

         $ 182,575,029      $ 186,490,134

The cost basis of investments for federal income tax purposes as of September 30, 2019, was as follows:

 

Tax Cost of Investments

     $ 3,047,482,554  

Gross Tax Unrealized Appreciation

       98,556,691  

Gross Tax Unrealized Depreciation

       (324,586,112

Net Tax Unrealized Appreciation (Depreciation)

       (226,019,421

As of September 30, 2019, the components of accumulated earnings (losses) for income tax purposes were as follows:

 

Net Tax Unrealized Appreciation (Depreciation)

     $ (226,019,421

Undistributed Ordinary Income

       5,368,635  

Total Distributable Earnings

       5,368,635  

Other Accumulated Gains (Losses)

       (241,960,778

Total Accumulated Earnings (Losses)

       (462,611,564

As of September 30, 2019, $241,923,343 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, 2019, 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 consent income, market discount, Passive Foreign Investment Companies (PFICs), paydown losses, return of capital and defaulted securities. For the year ended September 30, 2019, the following table shows the reclassifications made:

 

Undistributed
(Accumulated)
Net Investment
Income  (Loss)
   Accumulated
Net Realized
Gain (Loss)
   Paid-In
Capital
    $9,898,323        $ (9,898,323 )      $ —  

 

  Annual Report   September 30, 2019   29


Table of Contents
Notes to Financial Statements  (Cont.)  

September 30, 2019

 

6.  Share Transactions

Transactions in the Fund’s shares were as follows:

 

         For the Year Ended
September 30, 2019
   Year Ended
September 30, 2018
         Shares    Amount    Shares    Amount

Reinvested Dividends

           191,327      $ 3,739,274        42,830      $ 868,596

Increase (Decrease) in Net Assets Resulting from Net Share Transactions

           191,327      $ 3,739,274        42,830      $ 868,596

7.  Trustees Fees

Trustees who are not affiliated with the Adviser and its affiliates received, as a group, fees of $150,480 from the Fund during the year ended September 30, 2019. 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 Fund’s Statement of Operations are shown as $150,480, which includes $151,369 in current fees (either paid in cash or deferred) and a decrease of $889 in the value of the deferred amounts. Certain trustees and officers of the Fund are also officers of the Adviser; such trustees and officers are not compensated by the Fund.

8.  Bank Loans

The Fund may make loans directly to borrowers and may acquire or invest in loans made by others (“loans”). The Fund may acquire a loan interest directly by acting as a member of the original lending syndicate. Alternatively, the Fund may acquire some or all of the interest of a bank or other lending institution in a loan to a particular borrower by means of a novation, an assignment or a participation. The loans in which the Fund may invest include those that pay fixed rates of interest and those that pay floating rates—i.e., rates that adjust periodically based on a known lending rate, such as a bank’s 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

The Fund currently maintains a Liquidity Agreement (the “Liquidity Agreement”) with State Street Bank & Trust Company (“SSB”) that allows the Fund to borrow up to $1 billion (maximum facility amount) and includes an agency securities lending arrangement with SSB. As of September 30, 2019, the amount of total outstanding borrowings was $870,000,000, which approximates fair value. The borrowings are categorized as Level 2 within the fair value hierarchy.

The Fund pledges its assets as collateral to secure obligations under the Liquidity Agreement. The Fund retains the risks and rewards of the ownership of assets pledged to secure obligations under the Liquidity Agreement and generally expects to make these assets available for securities lending transactions. Under the terms of the Liquidity Agreement, the Fund may enter into securities lending transactions initiated by SSB, acting as the Fund’s authorized securities lending agent. All securities lent through SSB are required to be secured with cash collateral received from the securities lending counterparty in amounts at least equal to 102% of the initial market value of the securities lent. Cash collateral received by SSB, in its role as securities lending agent for the Fund, may be used by SSB to fund amounts drawn by the Fund under the Liquidity Agreement. The amount that can be funded through securities lending is limited to 90% of the outstanding borrowings under the Liquidity Agreement. As of September 30, 2019, the fair value of securities on loan is $469,087,817. Any amounts credited against the Liquidity Agreement are considered leverage and would be subject to various limitations in the Liquidity Agreement and the 1940 Act. Upon return to the Fund of loaned securities, the collateral must be returned to the securities lending counterparty, and SSB may either lend other securities of the Fund or may replace such amount through direct loans from SSB. SSB has the option under the Liquidity Agreement to replace amounts lent to the Fund directly by SSB with the proceeds of securities lending transactions, and vice versa, without notice to or consent from the Fund. SSB retains all amounts paid by securities lending counterparties for loaned securities. Borrowers of Fund securities are required to pay the Fund substitute interest, dividends and other distributions paid with respect to any borrowed security. The Fund has the right to call a loan and obtain the securities loaned at any time. In an event of default, any deposits or other sums credited by or due from SSB to the Fund and any collateral in the possession of SSB may be applied to or set off by SSB against the payment of the obligations under the Liquidity Agreement.

 

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In the event of a securities lending counterparty default, SSB has agreed to indemnify the Fund for certain losses that may arise in connection with the default. Although the risk of the loss by the Fund of the securities lent may be mitigated by receiving collateral from the securities lending counterparty and through SSB’s indemnification, the Fund could experience losses on securities loans, a delay in recovering, or an inability to recover, securities on loan, and the Fund could experience a lower than expected return if the securities lending counterparty fails to return the securities on a timely basis.

Interest charged is at the rate of one-month LIBOR (London Interbank Offered Rate) plus 0.70%, subject to certain conditions that may cause that rate of interest to increase. The Fund will also be responsible for paying a non-usage fee of 0.25% of available credit over $150,000,000 that has not been borrowed by the Fund.

The Fund may terminate the Liquidity Agreement with 60 days’ notice. If certain asset coverage and collateral requirements, minimum net assets or other covenants are not met, the Liquidity Agreement could be deemed in default and result in termination. Absent a default or facility termination event, SSB is required to provide the fund with 360 days’ notice prior to terminating the Liquidity Agreement.

For the year ended September 30, 2019, the Fund’s activity under the Liquidity Agreement was as follows:

 

Maximum
Amount
Available
     Average
Borrowings
     Maximum
Amount
Outstanding
     Interest
Expense
     Average
Interest
Rate
 
  $1,000,000,000      $ 897,342,466      $ 950,000,000      $ 27,908,872        3.07%  

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 Fund’s NAV, market price, yield, and total return. The Fund’s prospectus provided additional information regarding these and other risks of investing in the Fund at the time of the initial public offering of the Fund’s shares.

 

   

asset-backed securities investment risk:  The risk that borrowers may default on the obligations that underlie the asset-backed security and that, during periods of falling interest rates, asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate, and the risk that the impairment of the value of the collateral underlying a security in which the Fund invests (due, for example, to non-payment of loans) will result in a reduction in the value of the security.

 

   

collateralized debt obligations 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”), CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, investments in CDOs may be characterized by the Fund as illiquid securities; however, an active dealer market, or other relevant measures of liquidity, may exist for CDOs allowing a CDO potentially to be deemed liquid by the Adviser under liquidity policies approved by the Board. In addition to the risks associated with debt instruments (e.g., interest rate risk and credit risk), CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the Fund may invest in CDOs that are subordinate to other classes of the issuer’s 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.

 

   

confidential information access risk:  The risk that the intentional or unintentional receipt of material, non-public information by the Adviser could limit the Fund’s ability to sell certain investments held by the Fund or pursue certain investment opportunities on behalf of the Fund, potentially for a substantial period of time.

 

   

counterparty risk:  The Fund will be subject to credit risk with respect to the counterparties to the derivative contracts (whether a clearing corporation in the case of exchange-traded instruments or another third party in the case of over-the-counter instruments) and other instruments such as repurchase and reverse repurchase agreements entered into by the Fund. Subject to certain limitations for U.S. federal income tax purposes, the Fund is not subject to any limit with respect to the number of transactions it can enter into with a single counterparty. To the extent that the Fund enters into multiple transactions with a single or a small set of counterparties, it will be subject to increased counterparty risk.

 

   

credit default swaps risk:  Credit default swaps involve greater risks than investing in the reference obligation directly as well as liquidity risk, counterparty risk and credit risk. A buyer will lose its investment and recover nothing should no event of

 

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Table of Contents
Notes to Financial Statements  (Cont.)  

September 30, 2019

 

 

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.

 

   

credit risk:  Credit risk is the risk that one or more of the Fund’s investments in debt securities or other instruments will decline in price, or fail to pay interest, liquidation value or principal when due, because the issuer of the obligation or the issuer of a reference security experiences an actual or perceived decline in its financial status.

 

   

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 Fund’s transaction costs, or will increase the Fund’s volatility; that derivatives may create investment leverage; that, when a derivative is used as a substitute for or alternative to a direct cash investment, the transaction may not provide a return that corresponds precisely or at all with that of the cash investment; or that, when used for hedging purposes, derivatives will not provide the anticipated protection, causing the Fund to lose money on both the derivatives transaction and the exposure the Fund sought to hedge.

 

   

emerging 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 and thinner trading markets; the possibility of currency blockages or transfer restrictions; an emerging market country’s dependence on revenue from particular commodities or international aid; and expropriation, nationalization or other adverse political or economic developments.

 

   

equity issuer risk:  the risk that the market price of common stocks and other equity securities may go up or down, sometimes rapidly or unpredictably, including due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself.

 

   

foreign (non-U.S.) investment risk:  The Fund’s investments in and exposure to foreign securities involve special risks. For example, the value of these investments may decline in response to unfavorable political and legal developments, unreliable or untimely information or economic and financial instability. Foreign securities may experience more rapid and extreme changes in value than investments in securities of U.S. issuers. Investing in securities of issuers based or doing business in emerging markets entails all of the risks of investing in securities of foreign issuers, but to a heightened degree. To the extent that the investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund. If the Fund buys securities denominated in a foreign currency, receives income in foreign currencies or holds foreign currencies from time to time, the value of the Fund’s assets, as measured in U.S. dollars, can be affected unfavorably by changes in exchange rates relative to the U.S. dollar or 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 Fund’s investments in or exposure to foreign currencies or in securities or instruments that trade, or receive revenues, in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions (if used), that the U.S. dollar will decline in value relative to the currency being hedged.

 

   

high yield risk:  The risk that 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, and less secondary market liquidity.

 

   

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.

 

   

inverse floaters and related securities risk:  Investments in inverse floaters, residual interest tender option bonds and similar instruments expose the Fund to the same risks as investments in debt securities and derivatives, as well as other risks, including those associated with leverage and increased volatility. An investment in these securities typically will involve greater risk than an investment in a fixed rate security. Distributions on inverse floaters, residual interest tender option bonds and similar instruments will typically bear an inverse relationship to short term interest rates and typically will be reduced or, potentially, eliminated as interest rates rise.

 

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investment and market risk:  An investment in the Fund is subject to the risk of loss. The value of the Fund’s securities and financial assets may move up or down, sometimes rapidly and unpredictably. Further, the value of securities held by the Fund may decline in value due to factors affecting securities markets generally or particular industries. Securities markets may, in response to governmental actions or intervention, 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. These risks may be heightened for fixed income securities due to the current low interest rate environment.

 

   

issuer risk:  The value of securities may decline for a number of reasons that directly relate to the issuer, such as its financial strength, management performance, financial leverage and reduced demand for the issuer’s goods and services, as well as the historical and prospective earnings of the issuer and the value of its assets.

 

   

leverage risk:  Leverage is a speculative technique that may expose the Fund to greater risk and increased costs. When leverage is used, the net asset value and market price of the Fund’s shares and the Fund’s investment return will likely be more volatile.

 

   

LIBOR risk:  The terms of many investments, financings or other transactions to which the Fund may be a party have been historically tied to the London Interbank Offered Rate, or “LIBOR.” LIBOR is the offered rate at which major international banks can obtain wholesale, unsecured funding, and LIBOR may be available for different durations (e.g., 1 month or 3 months) and for different currencies. LIBOR may be a significant factor in determining the Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund, and may be used in other ways that affect the Fund’s investment performance. In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. The transition away from LIBOR might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR, reduce the effectiveness of new hedges placed against existing LIBOR-based investments, increased costs for certain LIBOR-related instruments or financing transactions and cause prolonged adverse market conditions for the Fund. All of the aforementioned may adversely affect the Fund’s performance or NAV.

 

   

liquidity risk:  The risk that a Fund may be unable to sell a portfolio investment at a desirable time or at the value the Fund has placed on the investment.

 

   

loan risk:  Investments in loans are in many cases subject to the risks associated with below-investment grade securities. Investments in loans are also subject to special risks, including, among others, the risk that (i) if the Fund holds a loan through another financial institution, or relies on a financial institution to administer the loan, the Fund’s receipt of principal and interest on the loan is subject to the credit risk of that financial institution; (ii) loans in which the Fund invests typically pay interest at floating rates, and the borrower may have the ability to change or adjust the interest rate on a loan or under circumstances that would be unfavorable to the Fund; (iii) it is possible that any collateral securing a loan may be insufficient or unavailable to the Fund; (iv) investments in highly leveraged loans or loans of stressed, distressed, or defaulted issuers may be subject to significant credit and liquidity risk; (v) transactions in loans may settle on a delayed basis, and the Fund potentially may not receive the proceeds from the sale of a loan for a substantial period of time after the sale; (vi) 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; and (vii) loans may be difficult to value and may be illiquid, which may adversely affect an investment in the Fund. It is unclear whether the protections of the securities laws against fraud and misrepresentation extend to loans and other forms of direct indebtedness. In the absence of definitive regulatory guidance, the Fund relies on the Adviser’s research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Fund. There can be no assurance that the Adviser’s efforts in this regard will be successful.

 

   

market discount risk:  The price of the Fund’s common shares of beneficial interest 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.

 

   

mortgage-backed securities risk:  The risk that borrowers may default on their mortgage obligations or the guarantees underlying the mortgage-backed securities will default or otherwise fail and that, during periods of falling interest rates, mortgage-backed securities will be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of a mortgage-backed security may extend, which may lock in a below-market interest rate, increase the security’s 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

 

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Table of Contents
Notes to Financial Statements  (Cont.)  

September 30, 2019

 

 

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 re-payment of principal to other classes of the issuer’s securities.

 

   

restricted securities risk:  The risk that the Fund may be prevented or limited by law or the terms of an agreement from selling a security (a “restricted security”). To the extent that the Fund is permitted to sell a restricted security, there can be no assurance that a trading market will exist at any particular time and the Fund may be unable to dispose of the security promptly at reasonable prices or at all. The Fund may have to bear the expense of registering the securities for resale and the risk of substantial delays in effecting the registration. Also, restricted securities may be difficult to value because market quotations may not be readily available, and the values of restricted securities may have significant volatility.

 

   

sovereign debt obligations risk:  Investments in countries’ government debt obligations involve special risks. The issuer or governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt or otherwise in a timely manner.

11.  Recently Issued Accounting Pronouncements

In March 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities acquired at a premium, to be amortized to the earliest call date. The ASU does not require an accounting change for securities acquired at a discount, which continues to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact of this guidance to the Fund.

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 additional subsequent events that would need to be disclosed in the Fund’s financial statements.

 

34   DoubleLine Income Solutions Fund     


Table of Contents
Report of Independent Registered Public Accounting Firm  

    

    

 

To the Shareholders and Board of Trustees of DoubleLine Income Solutions Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of DoubleLine Income Solutions Fund (the “Fund”), including the schedule of investments, as of September 30, 2019, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2019, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of September 30, 2019, by correspondence with the custodian, agent banks, and brokers; when replies were not received from agent banks and brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

Costa Mesa, California

November 25, 2019

We have served as the auditor of one or more DoubleLine Funds investment companies since 2013.

 

  Annual Report   September 30, 2019   35


Table of Contents
Federal Tax Information  

(Unaudited)

September 30, 2019

 

For the fiscal year ended September 30, 2019, certain dividends paid by the Funds 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:

 

Qualified Dividend Income

       0.00%  

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal year ended September 30, 2019, was as follows:

 

Dividends Received Deduction

       0.00%  

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(c) for the fiscal year ended September 30, 2019, was as follows:

 

Qualified Short-term Gains

       0.00%  

The percentage of taxable ordinary income distributions that are designated as interest related dividends under Internal Revenue Section 871(k)(1)(C) for the fiscal year ended September 30, 2019, was as follows:

 

Qualified Interest Income

       74.93%  

Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

 

36   DoubleLine Income Solutions Fund     


Table of Contents
Additional Information Regarding the Fund’s Investment Activities  

(Unaudited)

September 30, 2019

 

Investments in Pools of Loans: The Fund may invest in pools of loans through mortgage- or other asset-backed securities, where a trust or other entity issues interests in the loans, some of which interests may be senior to others. Alternatively, the Fund may invest directly in pools of loans, itself or with other clients of the Adviser or their related parties. The Fund’s direct investments in pools of loans present risks that may differ from the Fund’s investments in mortgage- and other asset-backed securities. For example, if it were to invest directly in such a pool without any co-investors, the Fund would incur all losses incurred on the loans acquired in the pool. However, if the Fund were to invest in a senior tranche of a mortgage- or other asset-backed security, it might have a more limited exposure to losses on the loans. In connection with the Fund’s direct purchase of certain loan portfolios, the Fund will incur costs, which may include the costs of various diligence-related services. The diligence-related services the Fund may require in connection with such investments may include, without limitation, loan file review, underwriting documentation review, and site visits. The Adviser would typically rely on information and analyses furnished as part of these diligence-related services in determining whether to invest in a particular loan portfolio. The costs associated with investments in a pool of loans may be significant and will reduce the performance contribution of such investments. The Fund may invest in pools of loans through CDOs and other structured products sponsored or managed by, or otherwise affiliated with, the Adviser or related parties of the Adviser. Such investments may include investments in debt or equity interests issued of the CDO or structured product as well as investments purchased on the secondary market, and the Fund may invest in any tranche of the CDO or structured product, including an equity tranche.

Original Issuance, Subordinated Tranche Investments: The Fund may invest in any level of the capital structure of an issuer of mortgage-backed or asset-backed securities, including the equity or “first loss” tranche. Senior tranche investments in mortgage-backed or asset-backed securities are paid from the cash flows from the underlying assets before the junior tranches and equity or “first loss” tranches. Any losses on the underlying assets are first borne by the equity tranches, next by less junior tranches, and finally by the senior tranches. Accordingly, subordinated tranche investments, and especially “first loss” tranches, involve greater risk of loss than more senior tranches. The subordinated tranches the Fund may buy include those rated below investment grade or unrated instruments of similar credit quality. Below investment grade bonds are high yield, high risk bonds, commonly known as junk bonds.

The Adviser may aggregate the Fund’s order for an investment in, or sale of, an interest in a subordinated tranche, including investments at original issuance, with orders of one or more other DoubleLine funds or other DoubleLine accounts. Certain diligence-related or structuring costs and expenses will be allocated to all of the accounts, including the Fund, participating in the aggregated transaction pro rata based on the amount of investment made by each account participating in the transaction. The Fund’s participation in any such aggregated transaction will be subject to a number of conditions intended to result in the fair and equitable treatment of each participating account, including the Fund. For example, the Fund will not incur diligence- or structuring-related expenses in connection with any such transaction in excess of 0.50% of the value of the Fund’s investment in the structured product without the Fund’s Board of Trustees review of those expenses. The Adviser may advance diligence- or structuring-related expenses relating to such transactions on behalf of the Fund and seek to receive reimbursement (without interest) of any such expenses advanced on behalf of the Fund at a later date.

Affiliated Investments: The Adviser is, and may be in the future, affiliated with certain large financial institutions (“affiliates”) that hold interests in an entity that are of a different class or type than the class or type of interest held by the Fund. Conflicts may arise in cases where the Fund and affiliates invest in different parts of an issuer’s capital structure, such as when an affiliate holds securities in an entity that are senior or junior to the securities held by the Fund, which could mean that the affiliate will be entitled to different payments or other rights, or that in a workout or other distressed scenario the interests of the affiliate might be adverse to those of the Fund and the affiliate and the Fund might have disparate investment outcomes. For example, an affiliate may acquire a loan, loan participation, or a loan assignment of a particular borrower in which one or more Funds have an equity investment. In negotiating the terms and conditions of any such investments, or any subsequent amendments or waivers, the Adviser may find that its own interests, the interests of an affiliate, and/or the interests of the Fund could conflict. The Adviser may seek to avoid such conflicts in certain circumstances when investing on behalf of its clients, including the Fund, and, as a result, the Adviser may choose not to make certain investments on behalf of the Fund and/or its other clients. Those foregone investment opportunities may adversely affect the Fund’s performance if similarly attractive opportunities are not available or cannot be identified.

Stapled Securities: The Fund may invest in stapled securities, which are financial instruments comprised of two or more different instruments that are contractually bound to form a single salable unit; they cannot be bought or sold separately. Stapled securities may often include a share in a company and a unit in a trust related to that company. The resulting security is influenced by both parts, and must be treated as one unit at all times, such as when buying or selling a security. The value of stapled securities and the income, if any, derived from them may fall as well as rise. The market for stapled securities may be illiquid at times, even for those securities that are listed on a domestic or foreign exchange.

 

  Annual Report   September 30, 2019   37


Table of Contents
Additional Information Regarding the Fund’s Investment Activities   (Cont.)  

(Unaudited)

September 30, 2019

 

Capital Controls: Capital controls are measures a nation’s government can use to regulate capital entering and/or exiting a country-- and may include residency-based measures such as transaction taxes, limits or outright prohibitions on the transfer of currencies, securities or other assets. These measures may be economy-wide, sector-specific (usually the financial sector), or industry specific (for example, “strategic” industries). They may apply to all flows, or may differentiate by type or duration of the flow (debt, equity, direct investment; short-term vs. medium- and long-term). Types of capital controls include exchange controls that prevent or limit the buying and selling of a national currency at the market rate, caps on the allowed volume for the international sale or purchase of various financial assets, transaction taxes, minimum stay requirements, requirements for mandatory approval, or even limits on the amount of money a private citizen is allowed to remove from the country. The imposition of capital controls by a government of a country in which the Fund invests may significantly and adversely affect the values and liquidity of a Fund’s investments in the affected jurisdiction and may prevent indefinitely the repatriation of a Fund’s assets from the affected jurisdiction.

 

38   DoubleLine Income Solutions Fund     


Table of Contents
Trustees and Officers  

(Unaudited)

September 30, 2019

 

Name, Address, and
Year of Birth(1)
  Position with Trust  

Term of Office

and Length of

Time Served

  Principal Occupation(s) During Past 5 Years   Number of
Portfolios
Overseen(2)
  Other Directorships
Held by Trustee
During Past 5 Years

Independent Trustees

       
Joseph J. Ciprari, 1964   Trustee   Class III (2022)*/Since Inception   President, Remo Consultants, a real estate financial consulting firm. Formerly, Managing Director, UBS AG. Formerly, Managing Director, Ally Securities LLC.   22   None
John C. Salter, 1957   Trustee   Class I (2020)*/Since Inception   Partner, Stark Municipal Brokers. Formerly, Managing Director, Municipals, Tullet Prebon Financial Services LLC (d/b/a Chapdelaine). Formerly, Partner, Stark, Salter & Smith, a securities brokerage firm specializing in tax exempt bonds.   22   None
Raymond B. Woolson, 1958   Trustee   Class II (2021)*/Since Inception   President, Apogee Group, Inc., a company
providing financial consulting services.
  22   Independent
Trustee, Advisors
Series Trust (an
open-end
investment
company with
42 portfolios)(3)

(1) The address of each Independent Trustee is c/o DoubleLine Funds, 333 South Grand Avenue, Suite 1800, Los Angeles, CA 90071.

(2) Includes each series of DoubleLine Funds Trust, DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund and another closed-end fund sponsored by DoubleLine Capital.

(3) Quasar Distributors, LLC serves as the principal underwriter of DoubleLine Funds Trust and Advisors Series Trust.

* The common shareholders of the Fund are expected to vote to elect trustees of the relevant class at the annual shareholders meeting in the year indicated above.

The following Trustee is an interested person of the Trust as defined in the 1940 Act because he is an officer of the Adviser and holds direct or indirect ownership interests in DoubleLine Capital LP and DoubleLine Alternatives LP. Additionally, Mr. Redell is an officer of the Trust.

 

Name, Address, and
Year of Birth(1)
  Position with Trust   Term of Office
and Length of
Time Served
  Principal Occupation(s) During Past 5 Years   Number of
Portfolios
Overseen(2)
  Other Directorships
Held by Trustee
During Past 5 Years

Interested Trustee

       
Ronald R. Redell, 1970   Trustee, Chairman, President and Chief Executive Officer   Class II (2021)*/Since Inception   Trustee, Chairman, President, and Chief Executive Officer, DoubleLine Income Solutions Fund (since January 2013); President, DoubleLine Group LP (since January 2019 and Executive from January 2013 to January 2019); Trustee, Chairman, President and Chief Executive Officer, DoubleLine Opportunistic Credit Fund (since July 2011); Executive, DoubleLine Capital (since July 2010); President, DoubleLine Funds Trust (since January 2010).   22   None

(1) The address of each Interested Trustee is c/o DoubleLine Funds, 333 South Grand Avenue, Suite 1800, Los Angeles, CA 90071.

(2) Includes each series of DoubleLine Funds Trust, DoubleLine Opportunistic Credit Fund, DoubleLine Income Solutions Fund and another closed-end fund sponsored by DoubleLine Capital.

* The common shareholders of the Fund are expected to vote to elect trustees of the relevant class at the annual shareholders meeting in the year indicated above.

 

  Annual Report   September 30, 2019   39


Table of Contents
Trustees and Officers  (Cont.)  

(Unaudited)

September 30, 2019

 

Officers

The officers of the Trust who are not also Trustees of the Trust are:

 

Name, Address, and

Year of Birth(1)

 

Position(s)

Held with Trust

 

Term of Office

and Length of

Time Served

  Principal Occupation(s) During Past 5 Years
Susan Nichols, 1962   Treasurer and Principal Financial and Accounting Officer   Indefinite/Since Inception   Treasurer and Principal Financial and Accounting Officer, DoubleLine Income Solutions Fund (since January 2013); Treasurer and Principal Financial and Accounting Officer, DoubleLine Funds Trust (since October 2011); Treasurer and Principal Financial and Accounting Officer, DoubleLine Opportunistic Credit Fund (since July 2011); Director of Mutual Funds Operations, DoubleLine Capital. Formerly, Southern Wholesaler, DoubleLine Capital. Formerly, Assistant Treasurer, DoubleLine Funds Trust.
Youse Guia, 1972   Chief Compliance Officer   Indefinite/Since March 2018   Chief Compliance Officer, DoubleLine Capital (since March 2018); Chief Compliance Officer, DoubleLine Equity LP (since March 2018); Chief Compliance Officer, DoubleLine Opportunistic Credit Fund (since March 2018); Chief Compliance Officer, DoubleLine Income Solutions Fund (since March 2018). Formerly, Executive Vice President and Deputy Chief Compliance Officer, Pacific Investment Management Company LLC (“PIMCO”) (from April 2014 to February 2018); Chief Compliance Officer, PIMCO Managed Accounts Trust (from September 2014 to February 2018); Chief Compliance Officer, PIMCO-sponsored closed-end funds (from September 2014 to February 2018); Chief Compliance Officer, PIMCO Flexible Credit Income Fund (from February 2017 to February 2018). Formerly, Head of Compliance, Allianz Global Investors U.S. Holdings LLC (from October 2012 to March 2014); Chief Compliance Officer, Allianz Funds, Allianz Multi-Strategy Trust, Allianz Global Investors Sponsored Closed-End Funds, Premier Multi-Series VIT and The Korea Fund, Inc. (from October 2004 to December 2013).
Winnie Han, 1988   Assistant Treasurer   Indefinite/Since May 2017   Assistant Treasurer, DoubleLine Income Solutions Fund (since May 2017); Assistant Treasurer, DoubleLine Funds Trust (since May 2017); Assistant Treasurer, DoubleLine Opportunistic Credit Fund (since May 2017); Assistant Treasurer, DoubleLine Capital (since March 2017); Formerly, Investment Accounting Supervisor, Alexandria Real Estate Equities, Inc. (June 2016 to March 2017); Formerly, Manager, PricewaterhouseCoopers (January 2011 to June 2016).
Cris Santa Ana, 1965   Vice President and Secretary   Indefinite/Vice President Since Inception and Secretary Since July 2018   Secretary, DoubleLine Income Solutions Fund (since July 2018); Secretary, DoubleLine Opportunistic Credit Fund (since July 2018); Vice President, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Opportunistic Credit Fund (since July 2011); Vice President, DoubleLine Funds Trust (since April 2011); Chief Risk Officer, DoubleLine Capital (since June 2010). Formerly, Chief Operating Officer, DoubleLine Capital (from December 2009 through May 2010).
Earl A. Lariscy, 1966   Vice President and Assistant Secretary   Indefinite/Since Inception   Vice President and Assistant Secretary, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Funds Trust (since May 2012); Vice President and Assistant Secretary, DoubleLine Opportunistic Credit Fund (since May 2012 and inception, respectively); General Counsel, DoubleLine Capital (since April 2010).
David Kennedy, 1964   Vice President   Indefinite/Since Inception   Vice President, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Funds Trust (since May 2012); Vice President, DoubleLine Opportunistic Credit Fund (since May 2012); Manager, Trading and Settlements, DoubleLine Capital (since December 2009).
Patrick A. Townzen, 1978   Vice President   Indefinite/Since Inception   Vice President, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Funds Trust (since September 2012); Vice President, DoubleLine Opportunistic Credit Fund (since September 2012); Director of Operations, DoubleLine Capital (since March 2018). Formerly, Manager of Operations, DoubleLine Capital (from September 2012 to March 2018).
Brady J. Femling, 1987   Vice President   Indefinite/Since May 2017   Vice President, DoubleLine Income Solutions Fund (since May 2017); Vice President, DoubleLine Opportunistic Credit Fund (since May 2017); Vice President, DoubleLine Funds Trust (since May 2017); Senior Fund Accountant, DoubleLine Capital (Since April 2013). Formerly, Fund Accounting Supervisor, ALPS Fund Services (from October 2009 to April 2013).

 

40   DoubleLine Income Solutions Fund     


Table of Contents
   

(Unaudited)

September 30, 2019

 

Name, Address, and

Year of Birth(1)

 

Position(s)

Held with Trust

 

Term of Office

and Length of

Time Served

  Principal Occupation(s) During Past 5 Years
Neal L. Zalvan, 1973   AML Officer and Vice President   Indefinite/AML Officer Since May 2016 and Vice President Since May 2017   Anti-Money Laundering Officer, DoubleLine Income Solutions Fund (since May 2016); Anti-Money Laundering Officer, DoubleLine Opportunistic Credit Fund (since May 2016); Anti-Money Laundering Officer, DoubleLine Funds Trust (since May 2016); Anti-Money Laundering Officer, DoubleLine Capital, DoubleLine Equity LP and DoubleLine Alternatives LP (since March 2016); Legal/Compliance, DoubleLine Group LP (since January 2013). Formerly, Legal/Compliance, Batterymarch Financial Management, Inc. (from June 2011 to December 2012).
Adam D. Rossetti, 1978   Vice President   Indefinite/Since February 2019   Vice President, DoubleLine Funds Trust (since February 2019); Vice President, DoubleLine Income Solutions Fund (since February 2019); Vice President, DoubleLine Opportunistic Credit Fund (since February 2019); Chief Compliance Officer, DoubleLine Alternatives LP (since June 2015); Legal/Compliance, DoubleLine Group LP (since April 2015). Formerly, Chief Compliance Officer, DoubleLine Capital (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Equity LP (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Funds Trust (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Income Solutions Fund (from August 2017 to March 2018); Chief Compliance Officer, DoubleLine Opportunistic Credit Fund (from August 2017 to March 2018); Vice President and Counsel, PIMCO (from April 2012 to April 2015).
Henry Chase, 1949   Vice President   Indefinite/Since May 2019   Vice President, DoubleLine Income Solutions Fund (since May 2019); Vice President, DoubleLine Funds Trust (since May 2019); Vice President, DoubleLine Opportunistic Credit Fund (since May 2019); Chief Financial Officer, DoubleLine Capital (since January 2013).
Jeffery J. Sherman, 1977   Vice President   Indefinite/Since Inception   Deputy Chief Investment Officer, DoubleLine Capital (since June 2016); President and Portfolio Manager, DoubleLine Alternatives LP (since April 2015 and May 2015, respectively); Vice President, DoubleLine Income Solutions Fund (since January 2013); Vice President, DoubleLine Opportunistic Credit Fund (since July 2011); Portfolio Manager, DoubleLine Capital (since September 2010); Fixed Income Asset Allocation, DoubleLine Capital (since December 2009).

(1) The address of each officer is c/o DoubleLine Funds, 333 South Grand Avenue, Suite 1800, Los Angeles, CA 90071.

 

  Annual Report   September 30, 2019   41


Table of Contents
Information About Proxy Voting  

(Unaudited)

September 30, 2019

 

Information about how the Fund voted proxies relating to portfolio securities held during the most recent twelve month period ended June 30th is available no later than the following August 31st without charge, upon request, by calling 877-DLine11 (877-354-6311) and on the Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov.

A description of the Fund’s proxy voting policies and procedures is available (i) without charge, upon request, by calling 877-DLine11 (877-354-6311); and (ii) on the SEC’s 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 Fund’s website. The disclosure will be made by posting the Annual, Semi-Annual and Part F of Form N-PORT filings on the Fund’s 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 Fund’s Part F of Form N-PORT (and Form N-Q prior to March 31, 2019) is available on the SEC’s website at www.sec.gov.

Householding—Important 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.

Fund Certification

The Fund is listed for trading on the NYSE and has filed with the NYSE its annual chief executive officer certification regarding compliance with the NYSE’s listing standards. The Fund filed with the SEC the certification of its chief executive officer and principal financial officer required by section 302 of the Sarbanes-Oxley Act.

Proxy Results

The Annual Meeting of Shareholders was held on February 22, 2019 for shareholders of record as of the close of business on December 21, 2018 to re-elect Joseph J. Ciprari, a Class III trustee nominee, for the Fund. The nominee Joseph J. Ciprari was elected with 88,863,512 affirmative votes and 2,478,373 votes withheld. For the Fund, Trustees whose terms of office continued after the Annual Meeting of Shareholders because they were not up for re-election are John C. Salter, Raymond B. Woolson and Ronald R. Redell.

 

42   DoubleLine Income Solutions Fund     


Table of Contents
Dividend Reinvestment Plan  

(Unaudited)

September 30, 2019

 

Unless the registered owner of Common Shares elects to receive cash by contacting U.S. Bancorp Fund Services, LLC (the “Plan Administrator”), all dividends, capital gains and returns of capital, if any, declared on Common Shares will be automatically reinvested by the Plan Administrator for shareholders in the Fund’s Automatic Dividend Reinvestment Plan (the “Plan”), in additional Common Shares. Common Shareholders who elect not to participate in the Plan will receive all dividends and other distributions payable in cash directly to the shareholder of record (or, if the Common Shares are held in street or other nominee name, then to such nominee) by the Plan Administrator as dividend disbursing agent. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by providing notice in writing to the Plan Administrator at least 5 days prior to the dividend/distribution record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution.

Whenever the Fund declares an income dividend, a capital gain distribution or other distribution (collectively referred to as “dividends”) payable either in shares or cash, non-participants in the Plan will receive cash and participants in the Plan will receive a number of Common Shares, determined in accordance with the following provisions. The Common Shares will be acquired by the Plan Administrator for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized Common Shares from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Common Shares on the open market (“Open- Market Purchases”) on the New York Stock Exchange or elsewhere. If, on the payment date for any Dividend, the market price per Common Share plus estimated brokerage trading fees is equal to or greater than the NAV per Common Share (such condition is referred to here as “market premium”), the Plan Administrator shall receive Newly Issued Common Shares, including fractions of shares from the Fund for each Plan participant’s account. The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the NAV per Common Share on the date of issuance; provided that, if the NAV per Common Share is less than or equal to 95% of the current market value on the date of issuance, the dollar amount of the Dividend will be divided by 95% of the market price per Common Share on the date of issuance for purposes of determining the number of shares issuable under the Plan. If, on the payment date for any Dividend, the NAV per Common Share is greater than the market value plus estimated brokerage trading fees (such condition being referred to here as a “market discount”), the Plan Administrator will seek to invest the Dividend amount in Common Shares acquired on behalf of the participants in Open-Market Purchases.

In the event of a market discount on the payment date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the Common Shares trade on an “ex-dividend” basis or in no event more than 30 days after the record date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases. It is contemplated that the Fund will pay monthly Dividends. If, before the Plan Administrator has completed its Open-Market Purchases, the market price per Common Share exceeds the NAV per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the NAV of the Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. If the Plan Administrator is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may instead receive the Newly Issued Common Shares from the Fund for each participant’s account, in respect of the uninvested portion of the Dividend, at the NAV per Common Share at the close of business on the Last Purchase Date provided that, if the NAV is less than or equal to 95% of the then current market price per Common Share, the dollar amount of the Dividend will be divided by 95% of the market price on the date of issuance for purposes of determining the number of shares issuable under the Plan.

The Plan Administrator maintains all registered shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Administrator in non-certificated form in the name of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.

In the case of Common Shares owned by a beneficial owner but registered with the Plan Administrator in the name of a nominee, such as a bank, a broker or other financial intermediary (each, a “Nominee”), the Plan Administrator will administer the Plan on the basis of the number of Common Shares certified from time to time by the Nominee as participating in the Plan. The Plan Administrator will not take instructions or elections from a beneficial owner whose Common Shares are registered with the Plan Administrator in the name of a Nominee. If a beneficial owner’s Common Shares are held through a Nominee and are not registered with the Plan Administrator as participating in the Plan, neither the beneficial owner nor the Nominee will be participants in or have distributions reinvested under the Plan with respect to those Common Shares. If a beneficial owner of

 

  Annual Report   September 30, 2019   43


Table of Contents
Dividend Reinvestment Plan  (Cont.)  

(Unaudited)

September 30, 2019

 

Common Shares held in the name of a Nominee wishes to participate in the Plan, and the Shareholder’s Nominee is unable or unwilling to become a registered shareholder and a Plan participant with respect to those Common Shares on the beneficial owner’s behalf, the beneficial owner may request that the Nominee arrange to have all or a portion of his or her Common Shares registered with the Plan Administrator in the beneficial owner’s name so that the beneficial owner may be enrolled as a participant in the Plan with respect to those Common Shares. Please contact your Nominee for details or for other possible alternatives. Participants whose shares are registered with the Plan Administrator in the name of one Nominee may not be able to transfer the shares to another firm or Nominee and continue to participate in the Plan.

There will be no brokerage charges with respect to Common Shares issued directly by the Fund as a result of dividends payable either in Common Shares or in cash. However, each participant will pay a pro rata share of brokerage trading fees incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. Participants that request a sale of Common Shares through the Plan Administrator are subject to brokerage commissions.

The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.

All correspondence, questions, or requests for additional information concerning the Plan should be directed to the Plan Administrator by calling toll-free 877-DLine11 (877-354-6311) or by writing to U.S. Bancorp Fund Services, LLC at P.O. Box 701, Milwaukee, WI 53201. Be sure to include your name, address, daytime phone number, Social Security or tax I.D. number and a reference to DoubleLine Income Solutions Fund on all correspondence.

The Plan Administrator accepts instructions only from the registered owners of accounts. If you purchased or hold your Fund shares through an intermediary, in most cases your intermediary’s nominee will be the registered owner with the Fund. Accordingly, questions regarding your participation in the Plan or the terms of any reinvestments should be directed to your intermediary in the first instance.

 

44   DoubleLine Income Solutions Fund     


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Privacy Policy  

(Unaudited)

September 30, 2019

 

What Does DoubleLine Do With Your Personal Information?

This notice provides information about how DoubleLine collects, shares, and protects your personal information, and how you might choose to limit our ability to share certain information about you. Please read this notice carefully.

Why do we need your personal information?

All financial companies need to share customers’ personal information to run their everyday businesses, to appropriately tailor the services offered to you (where applicable), and to comply with our regulatory obligations. Accordingly, information, confidential and proprietary, plays an important role in the success of our business. However, we recognize that you have entrusted us with your personal and financial data, and we recognize our obligation to keep this information secure. Maintaining your privacy is important to us, and we hold ourselves to a high standard in its safekeeping and use. Most importantly, DoubleLine does not sell its customers’ non-public personal information to any third parties. DoubleLine uses its customers’ non-public personal information primarily to complete financial transactions that its customers request (where applicable), to make its customers aware of other financial products and services offered by a DoubleLine affiliated company, and to satisfy obligations we owe to regulatory bodies.

Information we may collect

We may collect various types of personal data about you, including:

 

   

Your personal identification information, which may include your name and passport information, your IP address, politically exposed person (“PEP”) status, and such other information as may be necessary for us to provide our services to you and to complete our customer due diligence process and discharge anti-money laundering obligations;

   

Your contact information, which may include postal address and e-mail address and your home and mobile telephone numbers;

   

Your family relationships, which may include your marital status, the identity of your spouse and the number of children that you have;

   

Your professional and employment information, which may include your level of education and professional qualifications, your employment, employer’s name and details of directorships and other offices which you may hold; and

   

Financial information, risk tolerance, sources of wealth and your assets, which may include details of shareholdings and beneficial interests in financial instruments, your bank details and your credit history.

Where we obtain your personal information

DoubleLine may collect non-public information about you from the following sources:

 

   

Information we receive about you on applications or other forms;

   

Information you may give us orally;

   

Information about your transactions with us or others;

   

Information you submit to us in correspondence, including emails or other electronic communications; and

   

Information about any bank account you use for transfers between your bank account and any Fund account, including information provided when effecting wire transfers.

Information Collected from Websites

Websites maintained by DoubleLine or its service providers may use a variety of technologies to collect information that help DoubleLine and its service providers understand how the website is used. Information collected from your web browser (including small files stored on your device that are commonly referred to as “cookies”) allow the websites to recognize your web browser and help to personalize and improve your user experience and enhance navigation of the website. You can change your cookie preferences by changing the setting on your web browser to delete or reject cookies. If you delete or reject cookies, some website pages may not function properly. Certain portions of doublelinefunds.com are maintained or controlled by third parties, each of which has privacy policies which may differ, in some cases significantly, from the privacy policies described in this notice. Please contact your DoubleLine representative if you would like to receive more information about the privacy policies of third parties.

How and why we may share your information

DoubleLine does not disclose any non-public personal information about our customers or former customers without the customer’s authorization, except that we may disclose the information listed above, as follows:

 

   

It may be necessary for DoubleLine to provide information to nonaffiliated third parties in connection with our performance of the services we have agreed to provide you. For example, it might be necessary to do so in order to process transactions and maintain accounts.

 

  Annual Report   September 30, 2019   45


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Privacy Policy  (Cont.)  

(Unaudited)

September 30, 2019

 

   

DoubleLine will release any of the non-public information listed above about a customer if directed to do so by that customer or if DoubleLine is authorized by law to do so, such as in the case of a court order, legal investigation, or other properly executed governmental request.

   

In order to alert a customer to other financial products and services offered by an affiliate, DoubleLine may share information with an affiliate, including companies using the DoubleLine name. Such products and services may include, for example, other investment products offered by a DoubleLine company. If you prefer that we not disclose non-public personal information about you to our affiliates for this purpose, you may direct us not to make such disclosures (other than disclosures permitted by law) by calling 1 (213) 633-8200. If you limit this sharing and you have a joint account, your decision will be applied to all owners of the account.

We will limit access to your personal account information to those agents and vendors who need to know that information to provide products and services to you. Your information is not provided by us to nonaffiliated third parties for marketing purposes. We maintain physical, electronic, and procedural safeguards to guard your non-public personal information.

Notice to “natural persons” residing in the European Economic Area (the “EEA”)

If you reside in the EEA, we may transfer your personal information outside the EEA, and will ensure that it is protected and transferred in a manner consistent with legal requirements applicable to the information. This can be done in a number of different ways, for instance:

 

   

the country to which we send the personal information may have been assessed by the European Commission as providing an “adequate” level of protection for personal data;

   

the recipient may have signed a contract based on standard contractual clauses approved by the European Commission; or

   

where the recipient is located in the U.S., it may be a certified member of the EU-U.S. Privacy Shield scheme.

In other circumstances, the law may permit us to otherwise transfer your personal information outside the EEA. In all cases, however, any transfer of your personal information will be compliant with applicable data protection law.

Retention of personal information and security

Your personal information will be retained for as long as required:

 

   

for the purposes for which the personal information was collected;

   

in order to establish or defend legal rights or obligations or to satisfy any reporting or accounting obligations; and/or

   

as required by data protection laws and any other applicable laws or regulatory requirements, including, but not limited to, U.S. laws and regulations applicable to our business.

We will undertake commercially reasonable efforts to protect the personal information that we hold with appropriate security measures.

Access To and Control of Your Personal Information

Depending on your country of domicile, you may have the following rights in respect of the personal information about you that we process:

 

   

the right to access and port personal information;

   

the right to rectify personal information;

   

the right to restrict the use of personal information;

   

the right to request that personal information is erased; and

   

the right to object to processing of personal information.

Although you have the right to request that your personal information be deleted at any time, applicable laws or regulatory requirements may prohibit us from doing so. If you are an investor in the DoubleLine funds, certain of the rights described above that may apply to direct clients of DoubleLine domiciled or resident outside the United States will not apply to you. In addition, if you invest in a DoubleLine fund through a financial intermediary, DoubleLine may not have access to personal information about you.

If you wish to exercise any of the rights set out above, please contact privacy@doubleline.com.

Changes to DoubleLine’s Privacy Policy

As required by U.S. federal law, DoubleLine will notify customers of DoubleLine’s Privacy Policy annually. DoubleLine reserves the right to modify its privacy policy at any time, but in the event that there is a change that affects the content of this notice materially, DoubleLine will promptly inform its customers of that change, in accordance with applicable law.

 

46   DoubleLine Income Solutions Fund     


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LOGO

    

 

LOGO

 

Investment Adviser:

DoubleLine Capital LP

333 South Grand Avenue

18th Floor

Los Angeles, CA 90071

Administrator and Transfer Agent:

U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201

Custodian:

State Street Bank and Trust Company

Channel Center

1 Iron Street

Boston, MA 02210

Independent Registered Public Accounting Firm:

Deloitte & Touche LLP

695 Town Center Drive

Suite 1200

Costa Mesa, CA 92626

Legal Counsel:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

Contact Information:

doubleline.com

fundinfo@doubleline.com

1-877-DLine11 or

1-877-354-6311

DL-ANNUAL-DSL

 

 

DoubleLine Capital LP || 333 South Grand Avenue, 18th Floor || Los Angeles, CA 90071 || (213) 633-8200

fundinfo@doubleline.com || www.doubleline.com

 


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Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Raymond B. Woolson is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

          FYE 9/30/2019            FYE 9/30/2018      

Audit Fees

   $152,520      $150,070          

Audit-Related Fees

       N/A      N/A          

Tax Fees

      $10,122      $9,923          

All Other Fees

       N/A      N/A          

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by Deloitte & Touche LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

          FYE 9/30/2019           FYE 9/30/2018    

Audit-Related Fees

   0%   0%

Tax Fees

   0%   0%

All Other Fees

   0%   0%


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All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant. (If more than 50 percent of the accountant’s hours were spent to audit the registrant’s financial statements for the most recent fiscal year, state how many hours were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.)

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

Non-Audit Related Fees        FYE 9/30/2019           FYE 9/30/2018    
Registrant    $10,122   $9,923
Registrant’s Investment Adviser    N/A   N/A

Item 5. Audit Committee of Listed Registrants.

 

  (a)

The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Joseph J. Ciprari, John C. Salter, and Raymond B. Woolson.

Item 6. Investments.

 

(a)

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.


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DoubleLine Funds Trust

DoubleLine Equity Funds

DoubleLine Capital LP

DoubleLine Commodity LP

DoubleLine Equity LP

DoubleLine Private Funds

DoubleLine Opportunistic Credit Fund

DoubleLine Income Solutions Fund

 

Proxy Voting, Corporate Actions and Class Actions

August 2015

I.         Background

This Proxy Voting, Corporate Actions and Class Actions Policy (“Policy”) is adopted by DoubleLine Capital LP, DoubleLine Commodity LP and DoubleLine Equity LP (each, as applicable, “DoubleLine”, the “Adviser” or the “Firm”), DoubleLine Funds Trust and DoubleLine Equity Funds (each, as applicable, the “Trust”) and each series of the Trusts (each an “Open-End Fund”), the DoubleLine Opportunistic Credit Fund (“DBL”) and DoubleLine Income Solutions Fund (“DSL” and, together with DBL and all of the Open-End Funds collectively, the “Funds”) to govern the voting of proxies related to securities held by the Funds and actions taken with respect to corporate actions and class actions affecting such securities, and to provide a method of reporting the actions taken and overseeing compliance with regulatory requirements.

Each private investment fund (such as, but not limited to, the DoubleLine Opportunistic Income Master Fund LP (and its related entities) and the DoubleLine Leverage Fund LP (and its related entities), each of which is a “Private Fund” and, collectively, the “Private Funds”) managed by DoubleLine also adopts this Policy.

DoubleLine generally will exercise voting authority on behalf of its separate account clients (“Separate Account Clients” and together with the Funds and Private Funds, the “Clients”) only where a Client has expressly delegated authority in writing to DoubleLine and DoubleLine has accepted that responsibility. Separate Account Clients that do not provide written authorization for DoubleLine to exercise voting authority are responsible for their own proxy voting, corporate actions and class actions and this Policy does not apply to them.

To the extent that voting a proxy or taking action with respect to a class action or corporate action (in each case, a “proposal”) is desirable, DoubleLine (or its designee) will seek to take action on such proposal in a manner that it believes is most likely to enhance the economic value of the underlying securities held in Client accounts and, with respect to proposals not otherwise covered by the Guidelines herein, DoubleLine (or its designee) will seek to consider each proposal on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances at the time of the vote. DoubleLine will not respond to proxy solicitor requests unless DoubleLine determines that it is in the best interest of a Client to do so.

II.        Issue

Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Rule”), requires every investment adviser who exercises voting authority with respect to client securities to adopt and implement


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written policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interest of its clients. The procedures must address material conflicts that may arise between DoubleLine and a Client in connection with proxy voting. The Rule further requires the adviser to provide a concise summary of the adviser’s proxy voting policies and procedures and to provide copies of the complete proxy voting policy and procedures to clients upon request. Lastly, the Rule requires that the adviser disclose to clients how they may obtain information on how the adviser voted their proxies.    

III.       Policy – Proxies and Corporate Actions; Role of Third-Party Proxy Agent

To assist DoubleLine in carrying out its proxy voting obligations, DoubleLine has retained a third-party proxy voting service provider, currently Glass, Lewis & Co. (“Glass Lewis”), as its proxy voting agent. Pursuant to an agreement with DoubleLine, Glass Lewis obtains proxy ballots with respect to securities held by one or more Client accounts advised by DoubleLine, evaluates the individual facts and circumstances relating to any proposal, and, except as otherwise provided below, votes on any such proposal in accordance with the Guidelines set forth in Attachment A hereto (the “Guidelines”).    

In the event that a proposal is not adequately addressed by the Guidelines, Glass Lewis will make a recommendation to DoubleLine as to how to vote on such proposal. The portfolio manager or other authorized person of the relevant Client will review the recommendation made by Glass Lewis and will instruct Glass Lewis to vote the Client’s securities against Glass Lewis’ recommendation when DoubleLine believes doing so is in the best interests of the Client. The portfolio manager or authorized person shall record the reasons for any such instruction and shall provide that written record to the Chief Compliance Officer or his/her designee. In the absence of a timely instruction from DoubleLine to the contrary, Glass Lewis will vote in accordance with its recommendation. In the event that Glass Lewis does not provide a recommendation with respect to a proposal, DoubleLine may vote on any such proposal in its discretion and in a manner consistent with this Policy.    

In the event that DoubleLine determines that a recommendation of Glass Lewis (or of any other third-party proxy voting service retained by DoubleLine) was based on a material factual error, DoubleLine will investigate the error, taking into account, among other things, the nature of the error and the related recommendation, and seek to determine whether Glass Lewis (or any other third-party proxy voting service retained by DoubleLine) is taking reasonable steps to reduce similar errors in the future.

The Guidelines provide a basis for making decisions in the voting of proxies and taking action with respect to class actions or corporate actions for Clients. When voting proxies or taking action with respect to class actions or corporate actions, DoubleLine’s utmost concern in exercising its duties of loyalty and care is that all decisions be made in the best interests of the Client and with the goal of maximizing the value of the Client’s investments. With this goal in mind, the Guidelines cover various categories of voting decisions and generally specify whether DoubleLine (or its designee) will vote (assuming it votes at all) for or against a particular type of proposal. The applicable portfolio managers who are primarily responsible for evaluating the individual holdings of the relevant Client are responsible in the first instance for overseeing the voting of proxies and taking action with respect to class actions or corporate actions for such Client (though they are not expected to review each such vote or action). Such portfolio managers may, in their discretion, vote proxies or take action with respect to class actions or corporate actions in a manner that is inconsistent with the Guidelines (or instruct Glass Lewis to do so) when they determine that doing so is in the best interests of the Client. In making any such determination, the portfolio managers may, in their discretion, take into account the recommendations of appropriate members of DoubleLine’s executive and senior management, other investment personnel and, if desired, an outside service.


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Limitations of this Policy. This Policy applies to voting and/or consent rights of securities held by Clients. DoubleLine (or its designee) will, on behalf of each Client (including the Funds or the Private Funds) vote in circumstances such as, but not limited to, plans of reorganization, and waivers and consents under applicable indentures. This Policy does not apply, however, to consent rights that primarily represent decisions to buy or sell investments, such as tender or exchange offers, conversions, put options, redemption and Dutch auctions. Such decisions, while considered not to be covered within this Policy, shall be made with the Client’s best interests in mind. In certain limited circumstances, particularly in the area of structured finance, DoubleLine may, on behalf of Clients, enter into voting agreements or other contractual obligations that govern the voting of shares. In the event of a conflict between any such contractual requirements and the Guidelines, DoubleLine (or its designee) will vote in accordance with its contractual obligations.

In addition, where DoubleLine determines that there are unusual costs and/or difficulties associated with voting on a proposal, which more typically might be the case with respect to proposals relating to non-U.S. issuers, DoubleLine reserves the right to not vote on a proposal unless DoubleLine determines that the expected benefits of voting on such proposal exceed the expected cost to the Client, such as in situations where a jurisdiction imposes share blocking restrictions which may affect the ability of the portfolio managers to effect trades in the related security. DoubleLine will seek to consult with its Clients in such circumstances unless the investment management agreement or other written arrangement with the applicable Client gives DoubleLine authority to act in its discretion.

All proxies, class actions or corporate actions received shall be retained by the Chief Risk Officer or designee. Such records shall include whether DoubleLine voted such proxy or corporate actions and, if so, how the proxy was voted. The records also shall be transcribed into a format such that any Client’s overall proxy and corporate actions voting record can be provided upon request.    

DoubleLine provides no assurance to former clients that applicable proxy, class actions or corporate actions information will be delivered to them.

IV.       Proofs of Claim

DoubleLine does not complete proofs-of-claim on behalf of Clients for current or historical holdings other than for the Funds; however, DoubleLine will provide reasonable assistance to Clients with collecting information relevant to filing proofs-of-claim when such information is in the possession of DoubleLine. DoubleLine does not undertake to complete or provide proofs-of-claim for securities that had been held by any former client. DoubleLine will complete proofs-of-claim for the Funds and Private Funds, or provide reasonable access to the applicable Fund’s or Private Fund’s administrator to file such proofs-of-claim when appropriate.

V.        Class Actions Policy

In the event that Client securities become the subject of a class action lawsuit, the applicable portfolio manager(s) will assess the value to Clients in participating in such legal action. If the portfolio manager decides that participating in the class action is in the Client’s best interest, DoubleLine will recommend that the Client or its custodian submit appropriate documentation on the Client’s behalf, subject to contractual or other authority. DoubleLine may consider any relevant information in determining whether participation in a class action lawsuit is in a Client’s best interest, including the costs that would be incurred by the Client and the resources that would be expended in participating in the class action, including in comparison to the Client pursuing other legal recourse against the issuer. DoubleLine also may choose to notify Clients (other than the Funds and the Private Funds) of the class action without making a recommendation as to participation, which would allow Clients to decide how or if to proceed.


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DoubleLine provides no assurance to former clients that applicable class action information will be delivered to them.

VI.        Procedures for Lent Securities and Issuers in Share-blocking Countries

At times, DoubleLine may not be able to take action in respect of a proposal on behalf of a Client when the Client’s relevant securities are on loan in accordance with the Client’s securities lending program and/or are controlled by a securities lending agent or custodian acting independently of DoubleLine. Notwithstanding this fact, in the event that DoubleLine becomes aware of a proposal on which a Client’s securities may be voted and with respect to which the outcome of such proposal could reasonably be expected to enhance the economic value of the Client’s position and some or a portion of that position is lent out, DoubleLine will make reasonable efforts to inform the Client that DoubleLine is not able to take action with respect to such proposal until and unless the Client recalls the lent security. When such situations relate to the Funds or the Private Funds, DoubleLine will take reasonable measures to recall the lent security in order to take action timely. There can be no assurance that any lent security will be returned timely.

In certain markets where share blocking occurs, shares must be frozen for trading purposes at the custodian or sub-custodian in order to vote. During the time that shares are blocked, any pending trades will not settle. Depending on the market, this period can last from one day to three weeks. Any sales that must be executed will settle late and potentially be subject to interest charges or other punitive fees. For this reason, in blocking markets, DoubleLine retains the right to vote or not, based on the determination of DoubleLine’s investment personnel as to whether voting would be in the Client’s best interest.    

VII.       Proxy Voting Committee; Oversight

DoubleLine has established a proxy voting committee (the “Committee”) with a primary responsibility of overseeing compliance with the Policy. The Committee, made up of non-investment executive officers, the Chief Risk Officer, and the Chief Compliance Officer (or his/her designee), meets on an as needed basis. The Committee will (1) monitor compliance with the Policy, including by periodically sampling proxy votes for review, (2) review, no less frequently than annually, the adequacy of this Policy to ensure that such Policy has been effectively implemented and that the Policy continues to be designed to ensure that proxies are voted in the best interests of Clients, and (3) review potential conflicts of interest that may arise under this Policy, including changes to the businesses of DoubleLine, Glass Lewis or other third-party proxy voting services retained by DoubleLine to determine whether those changes present new or additional conflicts of interest that should be addressed by this Policy.

The Committee shall have primary responsibility for managing DoubleLine’s relationship with Glass Lewis and/or any other third-party proxy voting service provider, including overseeing their compliance with this Policy generally as well as reviewing periodically instances in which (i) DoubleLine overrides a recommendation made by Glass Lewis or (ii) Glass Lewis does not provide a recommendation with respect to a proposal. The Committee shall also periodically review DoubleLine’s relationships with such entities more generally, including for potential conflicts of interest relevant to such entities and whether DoubleLine’s relationships with such entities should continue.    

VIII.     Procedures for Material Conflicts of Interest

The portfolio managers will seek to monitor for conflicts of interest arising between DoubleLine and a Client and shall report any such conflict identified by the portfolio managers to the Committee. Should


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material conflicts of interest arise between DoubleLine and a Client as to a proposal, the proposal shall be brought to the attention of the Committee, who shall involve other executive managers, legal counsel (which may be DoubleLine’s in-house counsel or outside counsel) or the Chief Compliance Officer as may be deemed necessary or appropriate by the Committee to attempt to resolve such conflicts. The Committee shall determine the materiality of such conflict if the conflict cannot be resolved. (An example of a specific conflict of interest that should be brought to the Committee is a situation where a proxy contest involves securities issued by a Client. When in doubt as to a potential conflict, portfolio managers shall bring the proxy to the attention of the Committee.)

If, after appropriate review, a material conflict between DoubleLine and a Client is deemed to exist, DoubleLine will seek to resolve any such conflict in the best interest of the Client whose assets it is voting by pursuing any one of the following courses of action: (i) voting (or not voting) in accordance with the Guidelines; (ii) convening a Committee meeting to assess available measures to address the conflict and implementing those measures; (iii) voting in accordance with the recommendation of an independent third-party service provider chosen by the Committee; (iv) voting (or not voting) in accordance with the instructions of such Client; (v) or not voting with respect to the proposal if consistent with DoubleLine’s fiduciary obligations.

Investments in the DoubleLine Funds. In the event that DoubleLine has discretionary authority to vote shares of a Fund owned by all Clients (including the Funds), DoubleLine will vote the shares of such Fund in the same proportion as the votes of the other beneficial shareholders of such Fund. Under this “echo voting” approach, DoubleLine’s voting of a Fund’s shares would merely amplify the votes already received from such Fund’s other shareholders. DoubleLine’s potential conflict is therefore mitigated by replicating the voting preferences expressed by the Fund’s other shareholders.

IX.       Procedures for Proxy Solicitation

In the event that any employee of DoubleLine receives a request to reveal or disclose DoubleLine’s voting intention on a specific proxy event to a third party, the employee must forward the solicitation request to the Chief Compliance Officer or designee. Such requests shall be reviewed with the Committee or appropriate executive and senior management. Any written requests shall be retained with the proxy files maintained by the Chief Operating Officer or designee.

X.        Additional Procedures for the Funds

A. Filing Form N-PX

Rule 30b1-4 under the Investment Company Act of 1940 requires mutual funds to file an annual record of proxies voted by a Fund on Form N-PX. Form N-PX must be filed each year no later than August 31 and must contain the Funds’ proxy voting record for the most recent twelve-month period ending June 30.

The Funds rely upon their respective fund administrator to prepare and make their filings on Form N-PX. DoubleLine shall assist the fund administrator by providing information (including by causing such information to be provided by any third party proxy voting service for record comparison purposes as deemed necessary) regarding any proxy votes made for the Funds within the most recent twelve-month period ending June 30. DoubleLine shall retain records of any such votes with sufficient information to make accurate annual Form N-PX filings.


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B. Providing Policies and Procedures

Mutual funds (including the Funds) that invest in voting securities are required to describe in their Statements of Additional Information (“SAIs”) the policies and procedures that they use to determine how to vote proxies relating to securities held in their portfolios. The Funds also may chose to include these policies and procedures as part of their registration statement. Closed-end funds (such as DBL and DSL) must disclose their proxy voting policies and procedures annually on Form N-CSR.

Funds are required to disclose in shareholder reports that a description of the fund’s proxy voting policies and procedures is available (i) without charge, upon request, by calling a specified toll-free (or collect) telephone number; (ii) on the fund’s website, if applicable; and (iii) on the Commission’s website at http://www.sec.gov. The fund administrator shall ensure that such disclosures are included when preparing shareholder reports on the Funds’ behalf. The Funds currently do not provide the proxy policies and procedures on their website.

A Fund is required to send the description of the fund’s proxy voting policies and procedures within three business days of receipt of the request, by first-class mail or other means designed to ensure equally prompt delivery. The Funds rely upon the fund administrator to provide this service.

XI.       Recordkeeping

 

  A.

DoubleLine must maintain the documentation described in this Policy for a period of not less than five (5) years from the end of the fiscal year during which the last entry was made on such record, the first two (2) years at its principal place of business. DoubleLine will be responsible for the following procedures and for ensuring that the required documentation is retained, including with respect to class action claims or corporate actions other than proxy voting. DoubleLine has engaged Glass Lewis to retain the aforementioned proxy voting records on behalf of DoubleLine (and its Clients).

 

  B.

Client request to review proxy votes:

Any written request from a Client related to actions taken with respect to a proposal received by any employee of DoubleLine must be retained. Only written responses to oral requests need to be maintained.

The Client Service group will record the identity of the Client, the date of the request, and the disposition (e.g., provided a written or oral response to Client’s request, referred to third party, not a proxy voting client, other dispositions, etc.).

In order to facilitate the management of proxy voting record keeping process, and to facilitate dissemination of such proxy voting records to Clients, the Client Service group will distribute to any Client requesting proxy voting information DoubleLine’s complete proxy voting record for the Client for the period requested. If deemed operationally more efficient, DoubleLine may choose to release its entire proxy voting record for the requested period, with any information identifying a particular Client redacted. The Client Service group shall furnish the information requested, free of charge, to the Client within a reasonable time period (within 10 business days) and maintain a copy of the written record provided in response to Client’s written (including e-mail) or oral request. A copy of the written response should be attached and maintained with the Client’s written request, if applicable, and stored in an appropriate file.

Clients can require the delivery of the proxy voting record relevant to their accounts for the five year period prior to their request.


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  C.

Examples of proxy voting records:

 

  -

Documents prepared or created by DoubleLine that were material to making a decision on how to vote, or that memorialized the basis for the decision. Documentation or notes or any communications received from third parties, other industry analysts, third party service providers, company’s management discussions, etc. that were material in the basis for the decision.

XII.     Disclosure

The Chief Compliance Officer or designee will ensure that Form ADV Part 2A is updated as necessary to reflect: (i) all material changes to this Policy; and (ii) regulatory requirements related to proxy voting disclosure.


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Attachment A to Proxy Voting, Corporate Action and Class Action Policy

Guidelines

The proxy voting decisions set forth below refer to proposals by company management except for the categories of “Shareholder Proposals” and “Social Issue Proposals.” The voting decisions in these latter two categories refer to proposals by outside shareholders.

Governance

•        For trustee nominees in uncontested elections

•        For management nominees in contested elections

•        For ratifying auditors, except against if the previous auditor was dismissed because of a disagreement with the company or if the fees for non-audit services exceed 51% of total fees

•        For changing the company name

•        For approving other business

•        For adjourning the meeting

•        For technical amendments to the charter and/or bylaws

•        For approving financial statements

Capital Structure

•        For increasing authorized common stock

•        For decreasing authorized common stock

•        For amending authorized common stock

•        For the issuance of common stock, except against if the issued common stock has superior voting rights

•        For approving the issuance or exercise of stock warrants

•        For authorizing preferred stock, except against if the board has unlimited rights to set the terms and conditions of the shares

•        For increasing authorized preferred stock, except against if the board has unlimited rights to set the terms and conditions of the shares

•        For decreasing authorized preferred stock

•        For canceling a class or series of preferred stock

•        For amending preferred stock

•        For issuing or converting preferred stock, except against if the shares have voting rights superior to those of other shareholders

•        For eliminating preemptive rights

•        For creating or restoring preemptive rights

•        Against authorizing dual or multiple classes of common stock

•        For eliminating authorized dual or multiple classes of common stock

•        For amending authorized dual or multiple classes of common stock

•        For increasing authorized shares of one or more classes of dual or multiple classes of common stock, except against if it will allow the company to issue additional shares with superior voting rights

•        For a stock repurchase program

•        For a stock split

•        For a reverse stock split, except against if the company does not intend to proportionally reduce the number of authorized shares

Mergers and Restructuring

•        For merging with or acquiring another company


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•        For recapitalization

•        For restructuring the company

•        For bankruptcy restructurings

•        For liquidations

•        For reincorporating in a different state

•        For spinning off certain company operations or divisions

•        For the sale of assets

•        Against eliminating cumulative voting

•        For adopting cumulative voting

Board of Trustees

•        For limiting the liability of trustees

•        For setting the board size

•        For allowing the trustees to fill vacancies on the board without shareholder approval

•        Against giving the board the authority to set the size of the board as needed without shareholder approval

•        For a proposal regarding the removal of trustees, except against if the proposal limits the removal of trustees to cases where there is legal cause

•        For non-technical amendments to the company’s certificate of incorporation, except against if an amendment would have the effect of reducing shareholders’ rights

•        For non-technical amendments to the company’s bylaws, except against if an amendment would have the effect of reducing shareholder’s rights

Anti-Takeover Provisions

•        Against a classified board

•        Against amending a classified board

•        For repealing a classified board

•        Against ratifying or adopting a shareholder rights plan (poison pill)

•        Against redeeming a shareholder rights plan (poison pill)

•        Against eliminating shareholders’ right to call a special meeting

•        Against limiting shareholders’ right to call a special meeting

•        For restoring shareholders’ right to call a special meeting

•        Against eliminating shareholders’ right to act by written consent

•        Against limiting shareholders’ right to act by written consent

•        For restoring shareholders’ right to act by written consent

•        Against establishing a supermajority vote provision to approve a merger or other business combination

•        For amending a supermajority vote provision to approve a merger or other business combination, except against if the amendment would increase the vote required to approve the transaction

•        For eliminating a supermajority vote provision to approve a merger or other business combination

•        Against adopting supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions

•        Against amending supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions

•        For eliminating supermajority vote requirements (lock-ins) to change certain bylaw or charter provisions

•        Against expanding or clarifying the authority of the board of trustees to consider factors other than the interests of shareholders in assessing a takeover bid

•        Against establishing a fair price provision

•        Against amending a fair price provision

•        For repealing a fair price provision


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•        For limiting the payment of greenmail

•        Against adopting advance notice requirements

•        For opting out of a state takeover statutory provision

•        Against opt into a state takeover statutory provision

Compensation

•        For adopting a stock incentive plan for employees, except decide on a case-by-case basis if the plan dilution is more than 5% of outstanding common stock or if the potential dilution from all company plans, including the one proposed, is more than 10% of outstanding common stock

•        For amending a stock incentive plan for employees, except decide on a case-by-case basis if the minimum potential dilution from all company plans, including the one proposed, is more than 10% of outstanding common stock

•        For adding shares to a stock incentive plan for employees, except decide on a case-by-case basis if the plan dilution is more than 5% of outstanding common stock or if the potential dilution from all company plans, including the one proposed, is more than 10% of outstanding common stock

•        For limiting per-employee option awards

•        For extending the term of a stock incentive plan for employees

•        Case-by-case on assuming stock incentive plans

•        For adopting a stock incentive plan for non-employee trustees, except decide on a case-by-case basis if the plan dilution is more than 5% of outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of outstanding common equity

•        For amending a stock incentive plan for non-employee trustees, except decide on a case-by-case basis if the minimum potential dilution from all plans, including the one proposed, is more than 10% of outstanding common equity

•        For adding shares to a stock incentive plan for non-employee trustees, except decide on a case-by-case basis if the plan dilution is more than 5% of outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity

•        For adopting an employee stock purchase plan, except against if the proposed plan allows employees to purchase stock at prices of less than 85% of the stock’s fair market value

•        For amending an employee stock purchase plan, except against if the proposal allows employees to purchase stock at prices of less than 85% of the stock’s fair market value

•        For adding shares to an employee stock purchase plan, except against if the proposed plan allows employees to purchase stock at prices of less than 85% of the stock’s fair market value

•        For adopting a stock award plan, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity

•        For amending a stock award plan, except against if the amendment shortens the vesting requirements or lessens the performance requirements

•        For adding shares to a stock award plan, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity

•        For adopting a stock award plan for non-employee trustees, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity

•        For amending a stock award plan for non-employee trustees, except decide on a case-by-case basis if the minimum potential dilution from all plans is more than 10% of the outstanding common equity.

•        For adding shares to a stock award plan for non-employee trustees, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity or if the minimum potential dilution from all plans, including the one proposed, is more than 10% of the outstanding common equity


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•        For approving an annual bonus plan

•        For adopting a savings plan

•        For granting a one-time stock option or stock award, except decide on a case-by-case basis if the plan dilution is more than 5% of the outstanding common equity

•        For adopting a deferred compensation plan

•        For approving a long-term bonus plan

•        For approving an employment agreement or contract

•        For amending a deferred compensation plan

•        For amending an annual bonus plan

•        For reapproving a stock option plan or bonus plan for purposes of OBRA

•        For amending a long-term bonus plan

Shareholder Proposals

•        For requiring shareholder ratification of auditors

•        Against requiring the auditors to attend the annual meeting

•        Against limiting consulting by auditors

•        Against requiring the rotation of auditors

•        Against restoring preemptive rights

•        For asking the company to study sales, spin-offs, or other strategic alternatives

•        For asking the board to adopt confidential voting and independent tabulation of the proxy ballots

•        Against asking the company to refrain from counting abstentions and broker non-votes in vote tabulations

•        Against eliminating the company’s discretion to vote unmarked proxy ballots.

•        For providing equal access to the proxy materials for shareholders

•        Against requiring a majority vote to elect trustees

•        Against requiring the improvement of annual meeting reports

•        Against changing the annual meeting location

•        Against changing the annual meeting date

•        Against asking the board to include more women and minorities as trustees.

•        Against seeking to increase board independence

•        Against limiting the period of time a trustee can serve by establishing a retirement or tenure policy

•        Against requiring minimum stock ownership by trustees

•        Against providing for union or employee representatives on the board of trustees

•        For increasing disclosure regarding the board’s role in the development and monitoring of the company’s long-term strategic plan

•        For creating a nominating committee of the board

•        Against urging the creation of a shareholder committee

•        Against asking that the chairman of the board of trustees be chosen from among the ranks of the non-employee trustees

•        Against asking that a lead trustee be chosen from among the ranks of the non-employee trustees

•        For adopting cumulative voting

•        Against requiring trustees to place a statement of candidacy in the proxy statement

•        Against requiring the nomination of two trustee candidates for each open board seat

•        Against making trustees liable for acts or omissions that constitute a breach of fiduciary care resulting from a trustee’s gross negligence and/or reckless or willful neglect

•        For repealing a classified board

•        Against asking the board to redeem or to allow shareholders to vote on a poison pill shareholder rights plan


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•        Against repealing fair price provisions

•        For restoring shareholders’ right to call a special meeting

•        For restoring shareholders’ right to act by written consent

•        For limiting the board’s discretion to issue targeted share placements or requiring shareholder approval before such block placements can be made

•        For seeking to force the company to opt out of a state takeover statutory provision

•        Against reincorporating the company in another state

•        For limiting greenmail payments

•        Against advisory vote on compensation

•        Against restricting executive compensation

•        For enhancing the disclosure of executive compensation

•        Against restricting trustee compensation

•        Against capping executive pay

•        Against calling for trustees to be paid with company stock

•        Against calling for shareholder votes on executive pay

•        Against calling for the termination of trustee retirement plans

•        Against asking management to review, report on, and/or link executive compensation to non- financial criteria, particularly social criteria

•        Against seeking shareholder approval to reprice or replace underwater stock options

•        For banning or calling for a shareholder vote on future golden parachutes

•        Against seeking to award performance-based stock options

•        Against establishing a policy of expensing the costs of all future stock options issued by the company in the company’s annual income statement

•        Against requesting that future executive compensation be determined without regard to any pension fund income

•        Against approving extra benefits under Supplemental Executive Retirement Plans (SERPs)

•        Against requiring option shares to be held

•        For creating a compensation committee

•        Against requiring that the compensation committee hire its own independent compensation consultants-separate from the compensation consultants working with corporate management-to assist with executive compensation issues

•        For increasing the independence of the compensation committee

•        For increasing the independence of the audit committee

•        For increasing the independence of key committees

Social Issue Proposals

•        Against asking the company to develop or report on human rights policies

•        Against asking the company to limit or end operations in Burma

•        For asking management to review operations in Burma

•        For asking management to certify that company operations are free of forced labor

•        Against asking management to implement and/or increase activity on each of the principles of the U.S. Business Principles for Human Rights of Workers in China.

•        Against asking management to develop social, economic, and ethical criteria that the company could use to determine the acceptability of military contracts and to govern the execution of the contracts

•        Against asking management to create a plan of converting the company’s facilities that are dependent on defense contracts toward production for commercial markets

•        Against asking management to report on the company’s government contracts for the development of ballistic missile defense technologies and related space systems

•        Against asking management to report on the company’s foreign military sales or foreign offset activities

•        Against asking management to limit or end nuclear weapons production


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•        Against asking management to review nuclear weapons production

•        Against asking the company to establish shareholder-designated contribution programs

•        Against asking the company to limit or end charitable giving

•        For asking the company to increase disclosure of political spending and activities

•        Against asking the company to limit or end political spending

•        For requesting disclosure of company executives’ prior government service

•        Against requesting affirmation of political nonpartisanship

•        For asking management to report on or change tobacco product marketing practices, except against if the proposal calls for action beyond reporting

•        Against severing links with the tobacco industry

•        Against asking the company to review or reduce tobacco harm to health

•        For asking management to review or promote animal welfare, except against if the proposal calls for action beyond reporting

•        For asking the company to report or take action on pharmaceutical drug pricing or distribution, except against if the proposal asks for more than a report

•        Against asking the company to take action on embryo or fetal destruction

•        For asking the company to review or report on nuclear facilities or nuclear waste, except against if the proposal asks for cessation of nuclear-related activities or other action beyond reporting

•        For asking the company to review its reliance on nuclear and fossil fuels, its development or use of solar and wind power, or its energy efficiency, except vote against if the proposal asks for more than a report.

•        Against asking management to endorse the Ceres principles

•        For asking the company to control generation of pollutants, except against if the proposal asks for action beyond reporting or if the company reports its omissions and plans to limit their future growth or if the company reports its omissions and plans to reduce them from established levels

•        For asking the company to report on its environmental impact or plans, except against if management has issued a written statement beyond the legal minimum

•        For asking management to report or take action on climate change, except against if management acknowledges a global warming threat and has issued company policy or if management has issued a statement and committed to targets and timetables or if the company is not a major emitter of greenhouse gases

•        For asking management to report on, label, or restrict sales of bioengineered products, except against if the proposal asks for action beyond reporting or calls for a moratorium on sales of bioengineered products

•        Against asking the company to preserve natural habitat

•        Against asking the company to review its developing country debt and lending criteria and to report to shareholders on its findings

•        Against requesting the company to assess the environmental, public health, human rights, labor rights, or other socioeconomic impacts of its credit decisions

•        For requesting reports and/or reviews of plans and/or policies on fair lending practices, except against if the proposal calls for action beyond reporting

•        Against asking the company to establish committees to consider issues related to facilities closure and relocation of work

•        For asking management to report on the company’s affirmative action policies and programs, including releasing its EEO-1 forms and providing statistical data on specific positions within the company, except against if the company releases its EEO-1 reports

•        Against asking management to drop sexual orientation from EEO policy

•        Against asking management to adopt a sexual orientation non-discrimination policy

•        For asking management to report on or review Mexican operations

•        Against asking management to adopt standards for Mexican operations

•        Against asking management to review or implement the MacBride principles


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•        Against asking the company to encourage its contractors and franchisees to implement the MacBride principles

•        For asking management to report on or review its global labor practices or those of its contractors, except against if the company already reports publicly using a recognized standard or if the resolution asks for more than a report

•        Against asking management to adopt, implement, or enforce a global workplace code of conduct based on the International Labor Organization’s core labor conventions

•        For requesting reports on sustainability, except against if the company has already issued a report in GRI format

Adopted by the DoubleLine Funds Trust Board: March 25, 2010

Renewed, reviewed and approved by the DoubleLine Funds Trust Board: March 1, 2011

Renewed, reviewed and approved by the DoubleLine Funds Trust Board: August 25, 2011

Renewed and approved by the DoubleLine Funds Trust Board of Trustees: March 19, 2013

Renewed, reviewed and approved by the DoubleLine Funds Trust Board: May 22, 2013

Renewed, reviewed and approved by the DoubleLine Funds Trust Board: November 20, 2013

Renewed, reviewed and approved by the DoubleLine Funds Trust Board: August 21, 2014

Adopted by the DoubleLine Opportunistic Credit Fund Board of Trustees: August 24, 2011

Renewed and approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: March 19, 2013

Renewed, reviewed and approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: May 22, 2013

Renewed, reviewed and approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: November 20, 2013

Renewed, reviewed and approved by the DoubleLine Opportunistic Credit Fund Board of Trustees: August 21, 2014

Adopted by the DoubleLine Equity Funds Board of Trustees: March 19, 2013

Renewed, reviewed and approved by the DoubleLine Equity Funds Board: May 22, 2013

Renewed, reviewed and approved by the DoubleLine Equity Funds Board: November 20, 2013

Renewed, reviewed and approved by the DoubleLine Equity Funds Board: August 21, 2014

Adopted by the DoubleLine Income Solutions Board of Trustees: March 19, 2013

Renewed, reviewed and approved by the DoubleLine Income Solutions Board of Trustees: May 22, 2013

Renewed, reviewed and approved by the DoubleLine Income Solutions Board of Trustees: November 20, 2013

Renewed, reviewed and approved by the DoubleLine Income Solutions Board of Trustees: August 21, 2014

Reviewed and approved by the Boards of the DoubleLine Funds Trust, DoubleLine Equity Funds, DoubleLine Opportunistic Credit Fund and DoubleLine Income Solutions Fund: August 20, 2015


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Information about how the Fund voted proxies relating to portfolio securities held during the most recent twelve month period ended June 30th is available no later than the following August 31st without charge, upon request, by calling (877) DLine11 (877-354-6311) and on the SEC’s website at http://www.sec.gov.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) The following provides biographical information about the individuals who are primarily responsible for the day-to-day management of the registrant’s portfolio (“Portfolio Managers”) as of the date of this filing:


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Jeffrey E. Gundlach (Portfolio Manager since the Fund’s inception)

Mr. Jeffrey E. Gundlach is the founder and Chief Executive Officer and Chief Investment Officer of DoubleLine Capital LP (“Doubleline” or the “Adviser”). Mr. Gundlach has been Chief Executive Officer of DoubleLine since its inception in December 2009.

Luz M. Padilla (Portfolio Manager since the Fund’s inception)

Ms. Padilla has been a Portfolio Manager of DoubleLine since January 2010. As part of the Fund’s portfolio management team, Ms. Padilla manages the emerging markets fixed income portion of the Fund’s portfolio.

Robert Cohen (Portfolio Manager since September 2016)

Mr. Cohen was named as DoubleLine’s Director of Global Developed Credit in September 2016. He has been a Portfolio Manager of DoubleLine since July 2012. Prior to DoubleLine, he was a Senior Credit Analyst at West Gate Horizons Advisors (and its predecessor entity, ING Capital Advisors) since 2001.

(a)(2) The following provides information on other accounts managed on a day-to-day basis by the Portfolio Managers listed above as of September 30, 2019:

 

Name of Portfolio

Manager

   Number of
Accounts
   Total Assets of
Accounts ($
millions)
   Number of Accounts
Subject to a Performance
Fee
   Total Assets of Accounts
Subject to a Performance
Fee ($ millions)

Jeffrey E. Gundlach

           

Registered

investment

companies

   36    $106,323    -    -

Other pooled

investment vehicles

   19    $9,938    2    $2,838

Other accounts

   77    $25,709    2    $1,008

Luz M. Padilla

           

Registered

investment

companies

   11    $14,268    -    -

Other pooled

investment vehicles

   2    $2,721    1    $2,583

Other accounts

   5    $2,422    1    $576

Robert Cohen

           

Registered

investment

companies

   6    $11,784    -    -

Other pooled

investment vehicles

   7    $4,681    6    $4,543

Other accounts

   3    1,721    -    -


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Conflicts of Interest

From time to time, potential and actual conflicts of interest may arise between a portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest also may result because of the Adviser’s other business activities. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Fund, be managed (benchmarked) against the same index the Fund tracks, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. The other accounts might also have different investment objectives or strategies than the Fund.

Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio managers’ management of the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that a portfolio manager could use this information to the advantage of other accounts under management, and also theoretically possible that actions could be taken (or not taken) to the detriment of the Fund.

Investment Opportunities. A potential conflict of interest may arise as a result of a portfolio manager’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Fund and other accounts managed by the portfolio manager, but securities may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

Under the Adviser’s allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines, the Adviser’s investment outlook, cash availability and a series of other factors. The Adviser has also adopted additional internal practices to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Fund and certain pooled investment vehicles, including investment opportunity allocation issues. Conflicts potentially limiting the Fund’s investment opportunities may also arise when the Fund and other clients of the Adviser invest in different parts of an issuer’s capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities


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that would potentially give rise to conflicts with other clients of the Adviser or the Adviser may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Fund’s investment opportunities. Additionally, if the Adviser acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager or other investment personnel may be restricted from purchasing securities or selling certain securities for the Fund or other clients. When making investment decisions where a conflict of interest may arise, the Adviser will endeavor to act in a fair and equitable manner between the Fund and other clients; however, in certain instances the resolution of the conflict may result in the Adviser acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of the Fund.

Broad and Wide-Ranging Activities. The portfolio managers, the Adviser and its affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, the portfolio managers, the Adviser and its affiliates may engage in activities where the interests of certain divisions of the Adviser and its affiliates or the interests of their clients may conflict with the interests of the shareholders of the Fund.

Possible Future Activities. The Adviser and its affiliates may expand the range of services that it provides over time. Except as provided herein, the Adviser and its affiliates will not be restricted in the scope of its business or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. The Adviser and its affiliates have, and will continue to develop, relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by the Fund. These clients may themselves represent appropriate investment opportunities for the Fund or may compete with the Fund for investment opportunities.

Performance Fees and Personal Investments. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance or in respect of which the portfolio manager may have made a significant personal investment. Such circumstances may create a conflict of interest for a portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Fund. The Adviser has adopted policies and procedures reasonably designed to allocate investment opportunities between the Fund and performance fee based accounts on a fair and equitable basis over time.

Use of Leverage. During periods in which the Fund is using leverage, the fees paid to the Adviser for investment advisory services, which may directly or indirectly affect the portfolio managers’ compensation, will be higher than if the Fund did not use leverage because the fees paid will be calculated on the basis of the Fund’s total managed assets, including assets attributable to reverse repurchase agreements, dollar roll transactions or similar transactions and/or borrowings, and to any preferred shares that may be outstanding, which may create an incentive for a portfolio manager to leverage the Fund or to leverage using strategies that increase the Adviser’s fee.

(a)(3) The following describes how the Adviser is compensated as of September 30, 2019:

The Fund pays a monthly fee to the Adviser, computed and paid at the annual rate (as a percentage of the Fund’s average daily total managed assets) of 1.00%. “Total managed


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assets” means the total assets of the Fund (including assets attributable to any reverse repurchase agreements, dollar roll transactions or similar transactions, borrowings, and/or preferred shares that may be outstanding) minus accrued liabilities (other than liabilities representing reverse repurchase agreements, dollar roll transactions or similar transactions, and/or borrowings). For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding is not considered a liability. With respect to any reverse repurchase agreements, dollar rolls or similar transactions, “total managed assets” also includes any proceeds from the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the asset so sold as of the relevant measuring date. The average daily total managed assets of the Fund for any month is determined by taking an average of all of the determinations of total managed assets during such month at the close of business on each business day during such month.

The overall objective of the compensation program for portfolio managers is for the Adviser to attract competent and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate are designed to achieve these objectives and to reward the portfolio managers for their contribution to the success of their clients and the Adviser. Portfolio managers are compensated through a combination of base salary, discretionary bonus and equity participation in the Adviser. Bonuses and equity generally represent most of the portfolio managers’ compensation. However, in some cases, portfolio managers may have a profit sharing interest in the revenue or income related to the areas for which the portfolio managers are responsible. Such profit sharing arrangements can comprise a significant portion of a portfolio manager’s overall compensation.

Salary. Salary is agreed to with managers at time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of a portfolio manager’s compensation.

Discretionary Bonus/Guaranteed Minimums. Portfolio managers receive discretionary bonuses. However, in some cases, pursuant to contractual arrangements, some portfolio managers may be entitled to a mandatory minimum bonus if the sum of their salary and profit sharing does not reach certain levels.

Equity Incentives. Portfolio managers may participate in equity incentives based on overall firm performance of the Adviser, through direct ownership interests in the Adviser or participation in stock option or stock appreciation plans of Adviser. These ownership interests or participation interests provide eligible portfolio managers the opportunity to participate in the financial performance of the Adviser as a whole. Participation is generally determined in the discretion of Adviser, taking into account factors relevant to a portfolio manager’s contribution to the success of Adviser.

Other Plans and Compensation Vehicles. Portfolio managers may elect to participate in the Adviser’s 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis. The Adviser may also choose, from time to time to offer certain other compensation plans and vehicles, such as a deferred compensation plan, to portfolio managers.

Summary. As described above, an investment professional’s total compensation is determined through a subjective process that evaluates numerous quantitative and qualitative factors, including the contribution made to the overall investment process. Not all factors apply to each investment professional and there is no particular weighting or formula for considering certain


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factors. Among the factors considered are: relative investment performance of portfolios (although there are no specific benchmarks or periods of time used in measuring performance); complexity of investment strategies; participation in the investment team’s dialogue; contribution to business results and overall business strategy; success of marketing/business development efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of the Adviser’s leadership criteria.

(a)(4) The following provides information about the dollar range of equity securities in the registrant beneficially owned by the Portfolio Managers as of September 30, 2019:

 

Portfolio Manager   

Aggregate Dollar Range of Beneficial

Ownership in the Registrant

Jeffrey E. Gundlach    None
Luz M. Padilla    None
Robert Cohen    None

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

There were no purchases made by or on behalf of the Registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, of shares of the Registrant’s equity securities that are registered by the Registrant pursuant to Section 12 of the Exchange Act made in the period covered by this report.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

 

(a)

The Registrant’s President and Treasurer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.


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Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

The registrant did not directly engage in securities lending activities during the period reported on this Form N-CSR. Refer to Credit Facility footnote in the financial statements for further information.

Item 13. Exhibits.

 

(a)

(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)           DoubleLine Income Solutions Fund                                                          

By (Signature and Title)              /s/ Ronald R. Redell                                                            

                        Ronald R. Redell, President and Chief Executive Officer

Date    11/26/2019                                                     

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)             /s/ Ronald R. Redell                                                             

                           Ronald R. Redell, President and Chief Executive Officer

Date       11/26/2019                                        

By (Signature and Title)                /s/ Susan Nichols                                                             

                        Susan Nichols, Treasurer and Principal Financial

                         Accounting Officer

Date      11/26/2019