DoubleLine
Funds Trust
DoubleLine
ETF Trust
DoubleLine
Closed-End Funds
SUPPLEMENTAL
CODE OF ETHICS
FOR
PRINCIPAL
EXECUTIVE, FINANCIAL AND ACCOUNTING OFFICERS
This Supplemental Code of Ethics (the
“Code”) has been adopted by the applicable Board of Trustees (each a “Board”
and collectively the “Boards”) of the DoubleLine Funds Trust (“DFT”), the
DoubleLine ETF Trust (“DET”), the DoubleLine Opportunistic Credit Fund (“DBL”),
the DoubleLine Income Solutions Fund (“DSL”), and the DoubleLine Yield
Opportunities Fund (“DLY” and with DBL and DSL, the “DoubleLine Closed-End
Funds” and with DFT and DET, each, the “Trust” and together the “Trusts”) so
that each principal executive officer, principal financial officer, principal
accounting officer or controller and any persons performing similar functions
on behalf of the Trusts (collectively, the “Officers”), regardless of whether
such persons are employed by the Trusts, or a third party, will be guided and
reminded of their responsibilities to the Trusts, other officers, shareholders
of DET, DBL, DSL, DLY or of the various series of the Trust (each a “Fund” and
collectively with DET, DBL, DSL, and DLY, the “Funds”), and governmental
authorities. Officers are required to act in accordance with the guidance and
standards set forth in this Code. Officers covered by this Code are listed in
Appendix A.
This Code is intended to serve as the
code of ethics described in Section 406 of the Sarbanes-Oxley Act of 2002 and
Form N-CSR. To the extent that an Officer is subject to a Trust’s, code of
ethics adopted pursuant to Rule 17j-1 of the Investment Company Act of 1940, as
amended (the “Rule 17j-1 Code”), this Code is intended to supplement and be
interpreted in the context of the Rule 17j-1 Code. This Code also should be
interpreted in the context of all applicable laws, regulations, a Trust’s
governing instruments and by-laws, as amended, and all other governance and
disclosure policies and documents adopted by such Trust’s Board. All Officers
must become familiar and fully comply with this Code. Because this Code cannot
and does not cover every applicable law or provide answers to all questions
that might arise, all Officers are expected to use their best judgment about
any particular course of action and to seek guidance as needed.
The
purpose of this Code is to set standards for the Officers that are reasonably
designed to deter wrongdoing and
that promote:
honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships;
full, fair, accurate, timely, and
understandable disclosure in reports and documents that a Trust files with, or
submits to, the Securities and Exchange Commission (the “SEC”) and in other
public communications by a Trust;
compliance with applicable governmental
laws, rules and regulations;
the prompt internal reporting of violations
of the Code to the appropriate persons as set forth in the Code; and
accountability for adherence to the Code.
1. HONEST AND ETHICAL CONDUCT
a. Honesty, Diligence and Professional Responsibility
Officers are expected to observe both the form and the
spirit of the ethical principles
contained in this Code. Officers
must perform their duties and responsibilities for each Trust:
with honesty, diligence, and a commitment to
professional and ethical
responsibility;
carefully, thoroughly and in a timely
manner; and
in conformity with applicable professional
and technical standards.
Officers who are certified public accountants are expected
carry out their duties and
responsibilities in a manner
consistent with the principles governing the accounting profession, including
any guidelines or principles issued by the Public Company Accounting Oversight
Board or the American Institute of Certified Public Accountants from time to
time.
b. Objectivity / Avoidance of Undisclosed Conflicts of
Interest
In the performance of their duties and responsibilities
for a Trust, Officers must not
subordinate their judgment to
personal gain and advantage, or be unduly influenced by their own interests or
by the interests of persons other than a Trust.
Officers should be sensitive to the possibility of
conflicts of interest, whether real
or apparent, and are required to
disclose any actual or apparent conflicts of interest that reasonably could be
expected to give rise to any violation of this Code or call into question the
Officer’s objectivity. While it is impossible to describe all conflicts that
may arise, a conflict should be considered to exist whenever an Officer
participates, directly or indirectly, in any material investment, interest,
association, activity or relationship that a reasonable observer would view as
likely to impair the Officer’s objectivity. Disclosure of conflicts should be
made to the Chief Compliance Officer or other appropriate senior executive or
to a member of the Board. Officers that are unsure whether a particular fact
pattern gives rise to a conflict of interest or whether a particular
transaction or relationship is “material” should bring such matter to the
attention of the Chief Compliance Officer.
c.
Preparation of
Financial Statements
Officers must not knowingly make any misrepresentations
regarding a Fund’s
financial statements or any facts
in the preparation of a Fund’s financial statements, and must comply with all
applicable laws, standards, principles, guidelines, rules and regulations in
the preparation of the Fund’s financial statements. This section is intended to
prohibit an officer from knowingly:
making, or permitting or directing another
to make, materially false or misleading entries in a Fund’s financial
statements or records;
failing to correct a Fund’s financial
statements or records that are materially false or misleading when he or she
has the authority to record an entry; and
signing, or permitting or directing another
to sign, a document containing materially false or misleading financial
information.
No Officer may (i) express an opinion or state
affirmatively that the financial
statements or other financial
data of a Fund are presented in conformity with generally accepted accounting
principles, or (ii) state that he or she is not aware of any material
modifications that should be made to such statements or data in order for them
to be in conformity with generally accepted accounting principles, if such
Officer knows that such statements or data contain any departure from generally
accepted accounting principles then in effect in the United States.
Officers must follow the laws, standards, principles,
guidelines, rules and
regulations established by all
applicable governmental bodies, commissions or other regulatory agencies in the
preparation of financial statements, records and related information. If an
Officer prepares financial statements, records or related information for
purposes of reporting to such bodies, commissions or regulatory agencies, the
Officer must follow the requirements of such organizations in addition to
generally accepted accounting principles.
If an Officer and his or her supervisor have a
disagreement or dispute relating to
the preparation of financial
statements or the recording of transactions, the Officer should take the
following steps to ensure that the situation does not constitute an
impermissible subordination of judgment:
The Officer should consider whether (i) the
entry or the failure to record a transaction in the records, or (ii) the
financial statement presentation or the nature or omission of disclosure in the
financial statements, as proposed by the supervisor, represents the use of an
acceptable alternative or does not materially misrepresent the facts or result
in an omission of a material fact. If, after appropriate research or
consultation, the Officer concludes that the matter has authoritative support
and/or does not result in a material misrepresentation, the Officer need do
nothing further.
If the Officer concludes that (i) the entry
or the failure to record a transaction in the records, or (ii) the financial
statement presentation or the nature or
omission of disclosure in the financial statements, as
proposed by the supervisor, does not represent the use of an acceptable
alternative or that it materially misrepresents the facts or result in an
omission of a material fact, the Officer should follow the reporting procedures
set forth in Section 4 of this Code.
d.
Obligations to the
Independent Auditor of a Fund
In dealing with a Fund’s independent auditor, Officers
must be candid and not
knowingly misrepresent facts or
knowingly fail to disclose material facts, and must respond fully to specific
inquiries and requests by the Fund’s independent auditor.
Officers must not take any action, or direct any person to
take any action, to
fraudulently influence, coerce,
manipulate or mislead a Fund’s independent auditor in the performance of an
audit of the Fund’s financial statements for the purpose of rendering such
financial statements materially misleading.
2. FULL, FAIR, ACCURATE, TIMELY
AND UNDERSTANDABLE DISCLOSURE
It is each Trusts policy to provide full, fair, accurate,
timely, and understandable
disclosure in reports and
documents that each Trust files with, or submits to, the SEC and in any other
public communications by each Trust. Each Trust has designed and implemented
disclosure controls and procedures to carry out this policy.
Officers are expected to use their best efforts to
promote, facilitate, and prepare full,
fair, accurate, timely, and
understandable disclosure in all reports and documents that each Trust files
with, or submits to, the SEC and in any other public communications by a Trust.
Officers must review each Trust’s disclosure controls and
procedures to ensure they
are aware of and carry out their
duties and responsibilities in accordance therewith. Officers are responsible
for monitoring the integrity and effectiveness of each Trust’s disclosure
controls and procedures.
3. COMPLIANCE WITH APPLICABLE
LAWS, RULES AND REGULATIONS
Officers are expected to know, respect and comply with all
laws, rules and
regulations applicable to the
conduct of a Trust’s business. If an Officer is in doubt about the legality or
propriety of an action, business practice or policy, the Officer should seek
advice from the Officer’s supervisor or a Trust’s legal counsel.
In the performance of their work, Officers must not
knowingly be a party to any
illegal activity or engage in
acts that would serve to discredit a Trust.
Officers are expected to promote a Trust’s compliance with
applicable laws, rules
and regulations. To promote such
compliance, Officers may establish and maintain mechanisms to educate employees
carrying out the finance and compliance functions of a Trust about any
applicable laws, rules or regulations that affect the operation of the finance
and compliance functions and a Trust generally.
4. REPORTING OF VIOLATIONS OF
THIS CODE
Officers should promptly report any
conduct or actions by themselves or another Officer that do not comply or
otherwise violate this Code. Officers and each Trust shall adhere to the
following reporting procedures:
Any Officer who questions whether a
situation, activity or practice violates this Code, or is otherwise required to
be reported hereunder, must immediately report the same to the Audit Committee
of the applicable Trust or to the applicable Trust’s legal counsel. The person
receiving the report shall consider the matter and respond to the Officer
within a reasonable time. The Principal Executive Officer (or equivalent) shall
summarize all such reports for the Board each quarter, if any.
The member of the Audit Committee receiving
the report shall consider the matter, refer it to the full Audit Committee if
he or she deems appropriate, and respond to the Officer within a reasonable
time.
If, after receiving a response, the
reporting Officer concludes that appropriate action was not taken, he or she
should consider any responsibility that may exist to communicate to third
parties, such as regulatory authorities or the Fund’s independent auditor. In
this matter, the Officer may wish to consult with his or her own legal counsel.
The Audit Committee and a Trust will not be
responsible for monitoring or enforcing this reporting of violations policy,
but rather each Officer is responsible for self-compliance with this reporting
of violations policy.
If the Audit Committee determines that an
Officer violated this Code, failed to report a known or suspected violation of
this Code, or provided intentionally false or malicious information in
connection with an alleged violation of this Code, a Trust may take
disciplinary action against any such Officer to the extent the Audit Committee
deems appropriate.
The identity of any Officer who reports
violations or suspected violations in good faith will be maintained in
confidence, to the extent reasonable and subject to legal and regulatory
requirements, and no retaliation shall be made against the individual making
such report and, indeed, any retaliation for the reporting of a violation of
this Code shall itself constitute a violation of this Code.
A Trust or the Audit Committee may report
violations to the appropriate authorities if or as necessary.
5. ACCOUNTABILITY AND
APPLICABILITY
All Officers will be held accountable for adherence to
this Code. Based upon its
review of the matters reported to
it, the Audit Committee will determine appropriate sanctions or other actions
to take in respect of any violations of this Code. The Audit Committee may
consider actions taken by DoubleLine in respect of Officers who are also
employees of DoubleLine, choosing to accept such actions as the final sanction
or impose additional sanctions as it deems necessary. This Code is applicable
to all Officers, regardless of whether such persons are employed by a Trust or
a third party. If an Officer is aware of a person (“Potential Officer”) who may
be considered an Officer as defined by this Code, the Officer should inform
legal counsel to a Trust of such Potential Officer However, the absence of such
a determination will not be deemed to relieve any person of his or her duties
under this Code.
6. DISCLOSURE OF THIS CODE
This Code must be disclosed by a Trust in the manner
prescribed by the SEC, which
currently requires disclosure by
at least one of the following methods:
by filing a copy of the Code with the SEC;
by posting the text of the Code on the
Trusts’, website; or
by providing, without charge, a copy of the
Code to any person upon request.
7. WAIVERS
Any waiver from a provision of this Code, including an
implicit waiver, may be
made only by the applicable Board
or a committee of such Board to which such responsibility has been delegated.
Such Trust must disclose any grant of a waiver that constitutes a material
departure from a provision of the Code. Such disclosure currently is required
to be made in the manner set forth above in Section 6 (Disclosure of this
Code).
8. AMENDMENTS
This Code may be amended or changed by
the affirmative vote of a majority of a Board or Boards. Any amendment or
change must be disclosed by the Trust in the manner prescribed by the SEC.
Currently, disclosure of amendments is required to be made in the manner set
forth above in Section 6 (Disclosure of this Code), provided that the Trusts
are not required to disclose any amendment that is purely technical,
administrative, or otherwise non-substantive in nature. Any amendments to this
Code will be provided to the Officers.
9. INTERNAL USE
The Code is intended solely for the internal use by the Trusts
and does not constitute an admission, by or on behalf of any Trust, as to any
fact, circumstance, or legal conclusion.
Updated and effective as of May 2022
Approved by the Boards of DFT, DET
and the DoubleLine Closed-End Funds: May 19, 2022
Updated and effective as of February
2022
Approved by the Boards of DFT, DET,
DSL, DBL and DLY: February 15, 2022
Updated and effective as of February
2020
Approved by the Boards of DFT, DSL,
DBL and DLY: November 21, 2019 Last reviewed November 2019
Approved by the DFT Board of
Trustees: March 25, 2010
Reviewed and approved by the DFT
Board of Trustees: March 19, 2013
Approved by the DoubleLine
Opportunistic Credit Fund Board of Trustees: August 24, 2011
Reviewed and approved by the
DoubleLine Opportunistic Credit Fund Board of Trustees: March 19, 2013
Approved by the DoubleLine Equity
Funds Board of Trustees: March 19, 2013
Approved by the DoubleLine Income
Solutions Funds Board of Trustees: March 19, 2013
Reviewed and Approved by the Boards
of DFT, DEF, DBL and DSL: February 26, 2015
Appendix A
Persons Covered by this Code of Conduct:
Ronald
R. Redell, Principal Executive Officer
Henry
V. Chase, Principal Financial Officer