As filed with the Securities and Exchange Commission on August 25, 2017

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

Investment Company Act file number 811-22592

DoubleLine Opportunistic Credit 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

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, 2017

Date of reporting period: June 30, 2017

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Item 1. Schedule of Investments.

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DoubleLine Opportunistic Credit Fund

Schedule of Investments

June 30, 2017 (Unaudited)

 

 

Principal Amount $/Shares		Security Description		Rate				Maturity		Value $
Asset Backed Obligations - 3.9%
2,000,000		Citi Held For Asset Issuance, Series 2015-PM1-C			5.01%	^		12/15/2021			2,020,996
5,000,000		Coinstar Funding LLC, Series 2017-1A-A2			5.22%	^		04/25/2047			5,088,401
5,000,000		Jimmy John’s Funding LLC, Series 2017-1A-A2II			4.85%	^		07/30/2047			5,025,000
4,146,860		SoFi Professional Loan Program, Series 2013-A-A			3.61%	#^¥@		12/17/2043			831,416
Total Asset Backed Obligations (Cost $14,604,535)											12,965,813
Collateralized Loan Obligations - 7.8%
1,000,000		ALM Ltd., Series 2015-12A-C1R			4.36%	#^		04/16/2027			1,001,077
1,500,000		Apidos Ltd., Series 2014-18A-D			6.35%	#^		07/22/2026			1,505,714
1,000,000		ARES Ltd., Series 2014-1A-SUB			8.79%	#^@		04/17/2026			561,543
1,000,000		Atrium Corporation, Series 2017-9A-DR			4.80%	#^		05/28/2030			999,502
500,000		Babson Ltd., Series 2014-3A-D2			5.39%	#^		01/15/2026			502,560
750,000		Babson Ltd., Series 2014-3A-E2			7.66%	#^		01/15/2026			755,520
1,000,000		Babson Ltd., Series 2015-2A-D			4.96%	#^		07/20/2027			1,001,959
2,000,000		Babson Ltd., Series 2016-2A-E			8.06%	#^		07/20/2028			2,026,287
1,000,000		Babson Ltd., Series 2017-1A-D			0.00%	#^		07/18/2029			1,000,000
1,000,000		Barings Ltd., Series 2016-3A-C			5.11%	#^		01/15/2028			1,010,068
1,900,000		BlueMountain Ltd., Series 2013-1A-DR			8.66%	#^		01/20/2029			1,956,808
1,000,000		Brookside Mill Ltd., Series 2013-1A-D			4.21%	#^		04/17/2025			982,228
500,000		Cent Ltd., Series 2014-22A-C			4.93%	#^		11/07/2026			500,001
1,000,000		Galaxy Ltd., Series 2015-21A-E1			6.76%	#^		01/20/2028			992,510
500,000		Halcyon Loan Advisors Funding Ltd., Series 2014-3A-D			4.80%	#^		10/22/2025			501,103
2,000,000		Jay Park Ltd., Series 2016-1A-D			8.16%	#^		10/20/2027			2,023,518
581,441		LCM LP, Series 11A-INC			4.52%	^@		04/19/2022			10,149
1,000,000		Octagon Investment Partners Ltd., Series 2012-1A-CR			5.16%	#^		07/15/2029			1,009,282
500,000		Octagon Investment Partners Ltd., Series 2014-1A-C			4.83%	#^		11/14/2026			501,865
1,000,000		Octagon Investment Partners Ltd., Series 2014-1A-D			7.78%	#^		11/14/2026			1,019,276
2,000,000		Octagon Investment Partners Ltd., Series 2017-1A-SUB			0.00%	#^		03/17/2030			1,935,429
1,000,000		TCI-Cent Ltd., Series 2016-1A-D			7.92%	#^		12/21/2029			1,017,431
2,000,000		TCI-Symphony Ltd., Series 2016-1A-D			4.96%	#^		10/13/2029			2,015,000
1,000,000		Voya Ltd., Series 2017-3A-C			0.00%	#^		07/20/2030			1,000,000
Total Collateralized Loan Obligations (Cost $25,801,415)											25,828,830
Non-Agency Commercial Mortgage Backed Obligations - 8.6%
591,000		Banc of America Commercial Mortgage Trust, Series 2007-4-B			6.16%	#^		02/10/2051			589,948
450,000		Bear Stearns Commercial Mortgage Securities, Inc., Series 2007-T26-AJ			5.57%	#		01/12/2045			442,459
600,000		Citigroup Commercial Mortgage Trust, Series 2015-GC27-D			4.58%	#^		02/10/2048			493,801
4,905,179		Citigroup Commercial Mortgage Trust, Series 2015-GC27-XA			1.57%	#I/O		02/10/2048			398,009
528,000		Citigroup Commercial Mortgage Trust, Series 2016-GC36-D			2.85%	^		02/10/2049			395,467
864,000		Commercial Mortgage Pass-Through Certificates, Series 2012-CR4-E			4.72%	#^		10/15/2045			586,569
1,127,250		Commercial Mortgage Pass-Through Certificates, Series 2014-UBS4-E			3.75%	^		08/10/2047			759,856
1,288,300		Commercial Mortgage Pass-Through Certificates, Series 2014-UBS4-F			3.75%	^		08/10/2047			776,761
2,415,590		Commercial Mortgage Pass-Through Certificates, Series 2014-UBS4-G			3.75%	^¥		08/10/2047			762,121
5,000		Commercial Mortgage Pass-Through Certificates, Series 2014-UBS4-V			0.00%	#^¥		08/10/2047			–
566,000		Commercial Mortgage Pass-Through Certificates, Series 2015-CR26-C			4.64%	#		10/10/2048			551,117
5,297,000		Commercial Mortgage Pass-Through Certificates, Series 2015-CR26-XD			1.39%	#^I/O		10/10/2048			444,275
543,000		Commercial Mortgage Pass-Through Certificates, Series 2015-DC1-D			4.50%	#^		02/10/2048			431,287
550,000		Commercial Mortgage Pass-Through Certificates, Series 2015-LC19-D			2.87%	^		02/10/2048			446,233
1,500,000		Commercial Mortgage Pass-Through Certificates, Series 2015-LC23-E			3.80%	#^		10/10/2048			1,120,006
549,000		Commercial Mortgage Pass-Through Certificates, Series 2016-CR28-E			4.30%	#^		02/10/2049			417,165
591,000		GMAC Commercial Mortgage Securities Trust, Series 2004-C3-E			5.14%	#^		12/10/2041			588,051
500,000		GS Mortgage Securities Corporation, Series 2014-GC26-C			4.64%	#		11/10/2047			501,223
650,000		GS Mortgage Securities Corporation, Series 2014-GC26-D			4.64%	#^		11/10/2047			567,954
543,000		GS Mortgage Securities Corporation, Series 2015-GC28-D			4.47%	#^		02/10/2048			431,440
28,890,660		JP Morgan Chase Commercial Mortgage Securities Corporation, Series 2012-CBX-XA			1.83%	#I/O		06/15/2045			1,522,471
441,000		JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP9-AMS			5.34%			05/15/2047			437,840
190,381		JP Morgan Chase Commercial Mortgage Securities Trust, Series 2007-LDPX-AM			5.46%	#		01/15/2049			190,246
10,765,000		JPMBB Commercial Mortgage Securities Trust, Series 2013-C14-XC			1.12%	#^I/O		08/15/2046			538,830
564,000		JPMBB Commercial Mortgage Securities Trust, Series 2013-C15-D			5.23%	#^		11/15/2045			546,649
557,000		JPMBB Commercial Mortgage Securities Trust, Series 2013-C17-E			3.87%	#^		01/15/2047			389,336
3,488,650		JPMBB Commercial Mortgage Securities Trust, Series 2014-C19-E			4.00%	#^		04/15/2047			2,584,420
1,938,200		JPMBB Commercial Mortgage Securities Trust, Series 2014-C19-F			3.75%	#^		04/15/2047			1,040,484
6,202,105		JPMBB Commercial Mortgage Securities Trust, Series 2014-C19-NR			3.75%	#^¥		04/15/2047			1,929,121
5,436,358		JPMBB Commercial Mortgage Securities Trust, Series 2014-C26-XA			1.30%	#I/O		01/15/2048			290,293
500,000		JPMBB Commercial Mortgage Securities Trust, Series 2015-C27-D			3.98%	#^		02/15/2048			398,845
775,000		JPMBB Commercial Mortgage Securities Trust, Series 2015-C32-C			4.82%	#		11/15/2048			748,427
16,358,000		JPMBB Commercial Mortgage Securities Trust, Series 2015-C32-XD			0.50%	#^I/O		11/15/2048			542,763
553,000		LB-UBS Commercial Mortgage Trust, Series 2007-C7-AJ			6.50%	#		09/15/2045			559,512
5,577,444		LSTAR Commercial Mortgage Trust, Series 2016-4-XA			2.11%	#^I/O		03/10/2049			486,262
569,000		Merrill Lynch Mortgage Trust, Series 2007-C1-AM			6.02%	#		06/12/2050			571,845
500,000		Morgan Stanley Bank of America Merrill Lynch Trust, Series 2014-C15-D			5.06%	#^		04/15/2047			465,169
500,000		Morgan Stanley Bank of America Merrill Lynch Trust, Series 2014-C19-C			4.00%			12/15/2047			473,144
1,050,000		Morgan Stanley Bank of America Merrill Lynch Trust, Series 2015-C26-D			3.06%	^		10/15/2048			831,032
804,000		Morgan Stanley Bank of America Merrill Lynch Trust, Series 2015-C27-D			3.24%	#^		12/15/2047			592,170
525,000		Morgan Stanley Capital, Inc., Series 2014-CPT-G			3.56%	#^		07/13/2029			515,397
304,206		Wachovia Bank Commercial Mortgage Trust, Series 2007-C30-AJ			5.41%	#		12/15/2043			309,739
554,000		Wachovia Bank Commercial Mortgage Trust, Series 2007-C33-AJ			6.17%	#		02/15/2051			564,576
467,000		Wells Fargo Commercial Mortgage Trust, Series 2012-LC5-E			4.93%	#^		10/15/2045			382,940
747,000		Wells Fargo Commercial Mortgage Trust, Series 2015-NXS4-D			3.75%	#		12/15/2048			666,790
Total Non-Agency Commercial Mortgage Backed Obligations (Cost $29,839,752)											28,282,043
Non-Agency Residential Collateralized Mortgage Obligations - 52.4%
2,600,413		Adjustable Rate Mortgage Trust, Series 2006-1-2A1			3.76%	#		03/25/2036			2,105,506
1,429,426		Banc of America Alternative Loan Trust, Series 2005-8-2CB1			6.00%			09/25/2035			1,455,337
1,409,145		Banc of America Funding Corporation, Series 2006-A-4A1			3.49%	#		02/20/2036			1,320,878
14,241,239		BCAP LLC Trust, Series 2007-AB1-A5			5.04%	#		03/25/2037			10,234,996
1,352,754		BCAP LLC Trust, Series 2010-RR6-6A2			9.30%	#^		07/26/2037			1,213,796
5,269,567		BCAP LLC Trust, Series 2010-RR6A-2216			3.27%	#^		06/26/2036			4,861,033
2,373,133		Chase Mortgage Finance Trust, Series 2007-S1-A7			6.00%			02/25/2037			1,957,846
2,409,460		Chase Mortgage Finance Trust, Series 2007-S3-1A5			6.00%			05/25/2037			1,940,471
2,886,918		ChaseFlex Trust, Series 2007-1-1A1			6.50%			02/25/2037			2,211,559
2,621,210		CHL Mortgage Pass-Through Trust, Series 2007-4-1A35			5.48%	#I/FI/O		05/25/2037			629,574
2,621,210		CHL Mortgage Pass-Through Trust, Series 2007-4-1A36			1.52%	#		05/25/2037			1,579,591
7,000,000		CIM Trust, Series 2016-1RR-B2			12.32%	#^		07/26/2055			6,197,272
7,000,000		CIM Trust, Series 2016-2RR-B2			10.14%	#^		02/27/2056			6,205,947
7,000,000		CIM Trust, Series 2016-3RR-B2			11.02%	#^		02/27/2056			6,234,199
6,010,000		CIM Trust, Series 2017-3RR-B2			16.78%	#^		01/29/2057			6,672,615
1,875,000		Citicorp Mortgage Securities, Inc., Series 2006-2-1A14			5.50%			04/25/2036			1,867,966
714,382		Citigroup Mortgage Loan Trust, Inc., Series 2006-8-A4			16.32%	#^I/F		10/25/2035			878,029
3,883,472		Citigroup Mortgage Loan Trust, Inc., Series 2010-9-3A7			9.83%	^		01/25/2036			3,802,696
5,860,374		Citigroup Mortgage Loan Trust, Inc., Series 2010-9-4A3			6.99%	#^		09/25/2035			6,105,538
3,301,744		CitiMortgage Alternative Loan Trust, Series 2007-A4-1A6			5.75%			04/25/2037			2,902,781
2,623,164		CitiMortgage Alternative Loan Trust, Series 2007-A6-1A16			6.00%			06/25/2037			2,424,101
1,735,230		Countrywide Alternative Loan Trust, Series 2005-85CB-2A5			2.32%	#		02/25/2036			1,463,980
366,453		Countrywide Alternative Loan Trust, Series 2005-85CB-2A6			17.17%	#I/F		02/25/2036			463,951
3,192,658		Credit Suisse First Boston Mortgage Securities Corporation, Series 2005-11-7A1			6.00%			12/25/2035			2,655,455
3,828,061		Credit Suisse Mortgage Capital Certificates, Series 2006-5-3A3			6.50%			06/25/2036			2,006,767
1,183,033		Credit Suisse Mortgage Capital Certificates, Series 2006-9-2A1			5.50%			11/25/2036			1,118,874
762,996		Credit Suisse Mortgage Capital Certificates, Series 2006-9-6A14			6.00%			11/25/2036			743,068
1,674,331		First Horizon Asset Securities, Inc., Series 2007-AR3-2A2			2.94%	#		11/25/2037			1,514,174
846,977		IndyMac Mortgage Loan Trust, Series 2005-AR1-2A1			3.69%	#		11/25/2035			805,320
2,289,193		IndyMac Mortgage Loan Trust, Series 2005-AR23-6A1			3.19%	#		11/25/2035			1,930,438
571,824		JP Morgan Alternative Loan Trust, Series 2006-S1-2A5			5.50%			02/25/2021			569,775
4,238,234		JP Morgan Resecuritization Trust, Series 2011-1-1A10			6.00%	#^		12/26/2036			4,142,567
4,010,740		JP Morgan Resecuritization Trust, Series 2011-1-2A10			6.00%	#^		06/26/2037			3,948,775
1,707,226		Lehman Mortgage Trust, Series 2007-10-1A1			6.00%			01/25/2038			1,684,852
2,196,843		Lehman Mortgage Trust, Series 2007-4-1A3			5.75%			05/25/2037			1,793,705
837,842		Lehman XS Trust, Series 2005-2-1A2			1.92%	#		08/25/2035			818,151
1,294,472		MASTR Asset Securitization Trust, Series 2007-2-A3			6.25%			01/25/2038			1,180,284
6,500,000		Nationstar HECM Loan Trust, Series 2016-2A-M2			6.54%	#^		06/25/2026			6,571,890
4,250,000		Nationstar HECM Loan Trust, Series 2016-2A-M2			4.70%	^		05/25/2027			4,257,650
3,250,000		Nationstar HECM Loan Trust, Series 2016-3A-M2			5.68%	^		08/25/2026			3,315,572
2,228,711		Nomura Resecuritization Trust, Series 2010-2RA-A2			5.50%	#^		01/26/2036			2,152,495
1,977,300		RBSGC Structured Trust, Series 2008-B-A1			6.00%	^		06/25/2037			1,739,970
1,862,139		Residential Accredit Loans, Inc., Series 2005-AS14-3A1			6.00%			09/25/2035			1,779,238
2,842,238		Residential Accredit Loans, Inc., Series 2005-QS13-2A3			5.75%			09/25/2035			2,592,428
2,196,881		Residential Accredit Loans, Inc., Series 2006-QS10-A1			6.00%			08/25/2036			1,901,575
2,408,192		Residential Accredit Loans, Inc., Series 2006-QS6-1A5			5.75%			06/25/2036			2,161,653
4,471,296		Residential Accredit Loans, Inc., Series 2006-QS7-A3			6.00%			06/25/2036			4,098,389
1,112,346		Residential Accredit Loans, Inc., Series 2007-QS1-1A1			6.00%			01/25/2037			967,196
4,716,347		Residential Accredit Loans, Inc., Series 2007-QS3-A1			6.50%			02/25/2037			4,449,430
1,888,396		Residential Accredit Loans, Inc., Series 2007-QS6-A1			1.55%	#		04/25/2037			1,482,771
1,999,228		Residential Accredit Loans, Inc., Series 2007-QS6-A102			5.75%			04/25/2037			1,797,169
430,186		Residential Accredit Loans, Inc., Series 2007-QS6-A2			45.45%	#I/F		04/25/2037			843,858
1,925,128		Residential Asset Securitization Trust, Series 2006-A6-1A12			5.88%	#I/FI/O		07/25/2036			632,454
1,903,484		Residential Asset Securitization Trust, Series 2006-A6-1A9			6.00%			07/25/2036			916,689
4,208,355		Residential Asset Securitization Trust, Series 2007-A2-1A2			6.00%			04/25/2037			3,865,543
2,632,958		Residential Asset Securitization Trust, Series 2007-A7-A1			6.00%			07/25/2037			2,018,860
1,232,413		Residential Asset Securitization Trust, Series 2007-A8-1A3			6.00%			08/25/2037			1,038,308
2,256,393		Residential Funding Mortgage Securities Trust, Series 2006-S5-A9			6.00%			06/25/2036			2,234,256
1,319,805		Residential Funding Mortgage Securities Trust, Series 2007-S2-A4			6.00%			02/25/2037			1,247,693
1,513,681		Residential Funding Mortgage Securities Trust, Series 2007-S6-1A10			6.00%			06/25/2037			1,385,025
5,000,000		Springleaf Mortgage Loan Trust, Series 2013-2A-B2			6.00%	#^		12/25/2065			5,003,525
1,602,265		Structured Adjustable Rate Mortgage Loan Trust, Series 2006-1-2A2			3.11%	#		02/25/2036			1,418,804
6,541,000		Structured Asset Securities Corporation, Series 2005-11H-A3			5.50%			06/25/2035			6,414,179
4,781,454		Washington Mutual Mortgage Pass-Through Certificates, Series 2006-8-A4			4.54%	#		10/25/2036			3,184,415
3,347,218		Wells Fargo Alternative Loan Trust, Series 2007-PA3-2A1			6.00%			07/25/2037			3,322,899
Total Non-Agency Residential Collateralized Mortgage Obligations (Cost $165,329,275)											172,435,801
US Government and Agency Obligations - 4.2%
14,000,000		United States Treasury Notes			1.25%	‡		12/31/2018			13,979,490
Total US Government and Agency Obligations (Cost $13,995,206)											13,979,490
US Government / Agency Mortgage Backed Obligations - 47.7%
589,996		Federal Home Loan Mortgage Corporation, Series 2016-KF22-B			6.03%	#^		07/25/2023			596,608
980,417		Federal Home Loan Mortgage Corporation, Series 3211-SI			22.79%	#I/FI/O		09/15/2036			744,249
2,053,539		Federal Home Loan Mortgage Corporation, Series 3236-ES			5.54%	#I/FI/O		11/15/2036			384,668
1,308,173		Federal Home Loan Mortgage Corporation, Series 3256-S			5.53%	#I/FI/O		12/15/2036			250,807
1,008,820		Federal Home Loan Mortgage Corporation, Series 3292-SD			4.94%	#I/FI/O		03/15/2037			144,820
8,791,907		Federal Home Loan Mortgage Corporation, Series 3297-BI			5.60%	#I/FI/O		04/15/2037			1,752,386
5,979,471		Federal Home Loan Mortgage Corporation, Series 3311-BI			5.60%	#I/FI/O		05/15/2037			1,145,785
6,275,606		Federal Home Loan Mortgage Corporation, Series 3311-IA			5.25%	#I/FI/O		05/15/2037			1,153,145
1,504,709		Federal Home Loan Mortgage Corporation, Series 3314-SH			5.24%	#I/FI/O		11/15/2036			214,229
200,976		Federal Home Loan Mortgage Corporation, Series 3317-DS			12.10%	#I/F		05/15/2037			255,131
1,014,789		Federal Home Loan Mortgage Corporation, Series 3330-KS			5.39%	#I/FI/O		06/15/2037			159,053
278,994		Federal Home Loan Mortgage Corporation, Series 3339-AI			5.39%	#I/FI/O		07/15/2037			38,261
4,198,026		Federal Home Loan Mortgage Corporation, Series 3339-TI			4.98%	#I/FI/O		07/15/2037			736,960
2,992,926		Federal Home Loan Mortgage Corporation, Series 3374-SD			5.29%	#I/FI/O		10/15/2037			494,423
796,156		Federal Home Loan Mortgage Corporation, Series 3382-SU			5.14%	#I/FI/O		11/15/2037			115,861
7,267,954		Federal Home Loan Mortgage Corporation, Series 3404-SA			4.84%	#I/FI/O		01/15/2038			1,114,644
719,330		Federal Home Loan Mortgage Corporation, Series 3423-GS			4.49%	#I/FI/O		03/15/2038			84,394
5,920,113		Federal Home Loan Mortgage Corporation, Series 3435-S			4.82%	#I/FI/O		04/15/2038			882,475
603,661		Federal Home Loan Mortgage Corporation, Series 3508-PS			5.49%	#I/FI/O		02/15/2039			81,389
1,835,192		Federal Home Loan Mortgage Corporation, Series 3725-CS			4.84%	#I/FI/O		05/15/2040			215,739
4,245,117		Federal Home Loan Mortgage Corporation, Series 3728-SV			3.29%	#I/FI/O		09/15/2040			353,773
15,860,270		Federal Home Loan Mortgage Corporation, Series 3736-SN			4.89%	#I/FI/O		10/15/2040			2,686,636
6,008,160		Federal Home Loan Mortgage Corporation, Series 3753-SB			4.84%	#I/FI/O		11/15/2040			1,063,432
6,967,365		Federal Home Loan Mortgage Corporation, Series 3780-SM			5.34%	#I/FI/O		12/15/2040			1,256,536
2,419,693		Federal Home Loan Mortgage Corporation, Series 3815-ST			4.69%	#I/FI/O		02/15/2041			334,938
1,174,966		Federal Home Loan Mortgage Corporation, Series 3905-SC			17.50%	#I/F‡		08/15/2041			1,988,439
2,400,245		Federal Home Loan Mortgage Corporation, Series 3924-SJ			4.84%	#I/FI/O		09/15/2041			350,831
9,705,206		Federal Home Loan Mortgage Corporation, Series 3960-ES			4.79%	#I/FI/O		11/15/2041			1,307,093
7,736,548		Federal Home Loan Mortgage Corporation, Series 3997-LZ			3.50%	‡		02/15/2042			7,967,467
4,742,850		Federal Home Loan Mortgage Corporation, Series 4064-SA			4.84%	#I/FI/O		06/15/2042			930,827
3,032,694		Federal Home Loan Mortgage Corporation, Series 4155-GS			4.20%	#I/F‡		01/15/2033			2,846,308
14,220,757		Federal Home Loan Mortgage Corporation, Series 4217-CS			3.89%	#I/F‡		06/15/2043			12,793,175
3,436,518		Federal Home Loan Mortgage Corporation, Series 4225-BS			9.07%	#I/F‡		12/15/2040			3,724,168
5,792,980		Federal Home Loan Mortgage Corporation, Series 4291-MS			4.74%	#I/FI/O		01/15/2054			980,042
12,574,566		Federal Home Loan Mortgage Corporation, Series 4302-GS			4.99%	#I/FI/O		02/15/2044			2,161,512
53,154		Federal National Mortgage Association, Series 2005-104-SI			5.48%	#I/FI/O		12/25/2033			226
325,219		Federal National Mortgage Association, Series 2005-72-WS			5.53%	#I/FI/O		08/25/2035			44,029
3,329,863		Federal National Mortgage Association, Series 2005-90-SP			5.53%	#I/FI/O		09/25/2035			411,241
1,310,543		Federal National Mortgage Association, Series 2006-117-SQ			5.33%	#I/FI/O		12/25/2036			168,679
714,171		Federal National Mortgage Association, Series 2006-119-HS			5.43%	#I/FI/O		12/25/2036			111,508
8,729,386		Federal National Mortgage Association, Series 2006-123-CI			5.52%	#I/FI/O		01/25/2037			1,704,640
3,932,085		Federal National Mortgage Association, Series 2006-60-YI			5.35%	#I/FI/O		07/25/2036			901,760
4,081,473		Federal National Mortgage Association, Series 2007-15-BI			5.48%	#I/FI/O		03/25/2037			743,687
1,541,029		Federal National Mortgage Association, Series 2007-20-S			5.52%	#I/FI/O		03/25/2037			204,781
843,574		Federal National Mortgage Association, Series 2007-21-SD			5.26%	#I/FI/O		03/25/2037			116,599
1,864,434		Federal National Mortgage Association, Series 2007-30-IE			5.52%	#I/FI/O		04/25/2037			412,668
4,552,531		Federal National Mortgage Association, Series 2007-32-SA			4.88%	#I/FI/O		04/25/2037			681,287
2,172,703		Federal National Mortgage Association, Series 2007-40-SA			4.88%	#I/FI/O		05/25/2037			310,480
475,140		Federal National Mortgage Association, Series 2007-48-SE			4.88%	#I/FI/O		05/25/2037			57,534
1,066,100		Federal National Mortgage Association, Series 2007-64-LI			5.34%	#I/FI/O		07/25/2037			152,097
375,968		Federal National Mortgage Association, Series 2007-68-SA			5.43%	#I/FI/O		07/25/2037			42,443
10,849,170		Federal National Mortgage Association, Series 2007-75-PI			5.32%	#I/FI/O		08/25/2037			2,080,380
5,948,538		Federal National Mortgage Association, Series 2008-33-SA			4.78%	#I/FI/O		04/25/2038			887,196
4,754,169		Federal National Mortgage Association, Series 2008-42-SC			4.68%	#I/FI/O		05/25/2038			737,795
996,714		Federal National Mortgage Association, Series 2008-5-GS			5.03%	#I/FI/O		02/25/2038			185,323
3,244,719		Federal National Mortgage Association, Series 2008-62-SD			4.83%	#I/FI/O		07/25/2038			547,618
2,126,150		Federal National Mortgage Association, Series 2008-68-SB			4.88%	#I/FI/O		08/25/2038			365,347
808,072		Federal National Mortgage Association, Series 2009-111-SE			5.03%	#I/FI/O		01/25/2040			106,737
2,154,550		Federal National Mortgage Association, Series 2009-12-CI			5.38%	#I/FI/O		03/25/2036			447,545
397,559		Federal National Mortgage Association, Series 2009-26-SM			5.13%	#I/FI/O		08/25/2038			9,345
713,350		Federal National Mortgage Association, Series 2009-47-SA			4.88%	#I/FI/O		07/25/2039			86,692
622,897		Federal National Mortgage Association, Series 2009-48-WS			4.73%	#I/FI/O		07/25/2039			70,078
294,330		Federal National Mortgage Association, Series 2009-67-SA			3.93%	#I/FI/O		07/25/2037			25,113
892,729		Federal National Mortgage Association, Series 2009-87-SA			4.78%	#I/FI/O		11/25/2049			121,078
1,856,192		Federal National Mortgage Association, Series 2009-91-SD			4.93%	#I/FI/O		11/25/2039			280,810
332,945		Federal National Mortgage Association, Series 2010-109-BS			43.44%	#I/F		10/25/2040			1,326,593
651,255		Federal National Mortgage Association, Series 2010-115-SD			5.38%	#I/FI/O		11/25/2039			102,934
1,260,404		Federal National Mortgage Association, Series 2010-11-SC			3.58%	#I/FI/O		02/25/2040			125,349
3,923,394		Federal National Mortgage Association, Series 2010-134-SE			5.43%	#I/FI/O		12/25/2025			455,180
10,646,265		Federal National Mortgage Association, Series 2010-142-SC			5.38%	#I/FI/O		12/25/2040			2,049,773
4,159,369		Federal National Mortgage Association, Series 2010-150-MS			5.31%	#I/FI/O		01/25/2041			757,317
1,987,324		Federal National Mortgage Association, Series 2010-15-SL			3.73%	#I/FI/O		03/25/2040			232,289
476,427		Federal National Mortgage Association, Series 2010-19-SA			4.18%	#I/FI/O		03/25/2050			57,305
1,699,620		Federal National Mortgage Association, Series 2010-31-SB			3.78%	#I/FI/O		04/25/2040			219,888
2,678,884		Federal National Mortgage Association, Series 2010-39-SL			4.45%	#I/FI/O		05/25/2040			358,817
733,509		Federal National Mortgage Association, Series 2010-8-US			3.58%	#I/FI/O		02/25/2040			75,624
917,707		Federal National Mortgage Association, Series 2010-9-GS			3.53%	#I/FI/O		02/25/2040			93,103
2,436,497		Federal National Mortgage Association, Series 2011-114-S			4.78%	#I/FI/O		09/25/2039			362,055
2,594,707		Federal National Mortgage Association, Series 2011-146-US			5.30%	#I/F‡		01/25/2042			2,447,165
157,371		Federal National Mortgage Association, Series 2011-40-SA			6.96%	#I/F		09/25/2040			180,169
3,266,648		Federal National Mortgage Association, Series 2011-55-BZ			3.50%			06/25/2041			3,359,729
2,155,120		Federal National Mortgage Association, Series 2011-58-SA			5.33%	#I/FI/O		07/25/2041			409,525
1,439,266		Federal National Mortgage Association, Series 2011-5-PS			5.18%	#I/FI/O		11/25/2040			192,416
4,949,433		Federal National Mortgage Association, Series 2012-22-AZ			4.00%	‡		03/25/2042			5,236,056
990,763		Federal National Mortgage Association, Series 2012-29-SG			4.78%	#I/FI/O		04/25/2042			114,984
8,642,705		Federal National Mortgage Association, Series 2012-56-SN			4.83%	#I/FI/O		06/25/2042			1,230,183
8,105,276		Federal National Mortgage Association, Series 2012-76-SC			4.78%	#I/FI/O		07/25/2042			1,353,075
792,061		Federal National Mortgage Association, Series 2012-82-SC			5.69%	#I/F‡		08/25/2042			806,319
6,666,782		Federal National Mortgage Association, Series 2013-17-MS			4.14%	#I/F		03/25/2043			5,733,837
4,134,825		Federal National Mortgage Association, Series 2013-18-BS			3.94%	#I/F‡		03/25/2043			3,776,123
2,668,267		Federal National Mortgage Association, Series 2013-41-SC			4.18%	#I/F‡		05/25/2043			2,289,667
3,415,891		Federal National Mortgage Association, Series 2013-51-SH			4.18%	#I/F‡		05/25/2033			3,165,136
10,316,596		Federal National Mortgage Association, Series 2013-55-KS			4.18%	#I/F‡		06/25/2043			9,146,548
3,790,794		Federal National Mortgage Association, Series 2013-61-ZN			3.00%	‡		06/25/2033			3,738,547
10,296,143		Federal National Mortgage Association, Series 2013-83-US			3.78%	#I/F‡		08/25/2043			9,388,348
506,405		Federal National Mortgage Association, Series 374-19			6.50%	I/O		09/25/2036			119,330
1,308,912		Government National Mortgage Association, Series 2009-104-SD			5.18%	#I/FI/O		11/16/2039			229,861
379,823		Government National Mortgage Association, Series 2010-98-IA			5.80%	#I/O		03/20/2039			44,767
887,343		Government National Mortgage Association, Series 2011-56-BS			4.93%	#I/FI/O		11/16/2036			13,457
1,831,784		Government National Mortgage Association, Series 2011-56-KS			4.93%	#I/FI/O		08/16/2036			54,461
1,729,435		Government National Mortgage Association, Series 2011-69-SB			4.14%	#I/FI/O		05/20/2041			237,858
9,900,991		Government National Mortgage Association, Series 2011-70-WS			7.28%	#I/F‡		12/20/2040			10,354,340
2,583,096		Government National Mortgage Association, Series 2011-71-SG			4.19%	#I/FI/O		05/20/2041			353,913
3,004,608		Government National Mortgage Association, Series 2011-72-AS			4.17%	#I/FI/O		05/20/2041			404,836
3,489,520		Government National Mortgage Association, Series 2011-89-SA			4.24%	#I/FI/O		06/20/2041			448,932
1,651,006		Government National Mortgage Association, Series 2012-34-LI			6.00%	#I/FI/O		12/16/2039			382,449
8,973,700		Government National Mortgage Association, Series 2013-119-TZ			3.00%	‡		08/20/2043			8,626,013
6,858,664		Government National Mortgage Association, Series 2013-188-MS			4.38%	#I/FI/O		12/16/2043			950,555
53,924,971		Government National Mortgage Association, Series 2013-39-HS			3.54%	#I/FI/O		03/20/2041			5,754,350
9,802,824		Government National Mortgage Association, Series 2014-39-SK			4.99%	#I/FI/O		03/20/2044			1,554,980
13,035,849		Government National Mortgage Association, Series 2014-59-DS			5.08%	#I/FI/O		04/16/2044			2,196,000
8,701,543		Government National Mortgage Association, Series 2014-63-SD			4.34%	#I/FI/O		04/20/2044			1,682,095
9,056,537		Government National Mortgage Association, Series 2014-69-ST			4.93%	#I/FI/O		12/16/2039			1,390,197
Total US Government / Agency Mortgage Backed Obligations (Cost $152,873,854)											156,907,368
Short Term Investments - 1.7%
1,835,590		BlackRock Liquidity Funds FedFund - Institutional Shares			0.86%	◆					1,835,590
1,835,591		Fidelity Institutional Money Market Government Portfolio - Class I			0.81%	◆					1,835,591
1,835,591		Morgan Stanley Institutional Liquidity Funds Government Portfolio - Institutional Share Class			0.84%	◆					1,835,591
Total Short Term Investments (Cost $5,506,772)											5,506,772
Total Investments - 126.3%  (Cost $407,950,809)											415,906,117
Liabilities in Excess of Other Assets - (26.3)%											(86,729,059	)
NET ASSETS - 100.0%										$	329,177,058

 

#

Variable rate security. Rate disclosed as of June 30, 2017.

^

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. These securities are determined to be liquid by the Adviser, unless otherwise noted, under procedures established by the Fund’s Board of Trustees. At June 30, 2017, the value of these securities amounted to $132,749,172 or 40.3%  of net assets.

¥

Illiquid security. At June 30, 2017, the value of these securities amounted to $3,522,658 or 1.1% of net assets.

@

Security pays interest at rates that represent residual cashflows available after more senior tranches have been paid. The interest rate disclosed reflects the estimated rate in effect as of June 30, 2017.

I/O

Interest only security

I/F

Inverse floating rate security whose interest rate moves in the opposite direction of reference interest rates

‡

All or partial amount transferred for the benefit of the counterparty as collateral for reverse repurchase agreements.

◆

Seven-day yield as of June 30, 2017

The cost basis of investments for federal income tax purposes at June 30, 2017 was as follows+:

 

Tax Cost of Investments		$	406,858,417
Gross Tax Unrealized Appreciation			26,828,726
Gross Tax Unrealized Depreciation			(17,781,026)
Net Tax Unrealized Appreciation (Depreciation)		$	9,047,700

 

+

Because tax adjustments are calculated annually, the above table reflects the tax adjustments outstanding at the Fund’s previous fiscal year end. For the previous fiscal year’s federal income tax information, please refer to the Notes to Financial Statements section in the Fund’s most recent annual report.

---

SECURITY TYPE BREAKDOWN as a % of Net Assets:

 

Non-Agency Residential Collateralized Mortgage Obligations			52.4%
US Government / Agency Mortgage Backed Obligations			47.7%
Non-Agency Commercial Mortgage Backed Obligations			8.6%
Collateralized Loan Obligations			7.8%
US Government and Agency Obligations			4.2%
Asset Backed Obligations			3.9%
Short Term Investments			1.7%
Other Assets and Liabilities			(26.3)%
			100.0%

---

Reverse Repurchase Agreements

 

Counterparty		Rate				Trade Date				Maturity Date				Principal				Principal &     Interest
JP Morgan Securities LLC			1.87	%			06/20/2017				07/20/2017			$	24,423,000			$	24,435,656
Goldman Sachs			1.53	%			06/29/2017				07/31/2017				18,988,000				18,988,807
Goldman Sachs			1.22	%			05/24/2017				08/23/2017				14,034,000				14,051,597
Bank of America Merrill Lynch			1.85	%			06/25/2017				09/25/2017				13,985,000				13,988,593
JP Morgan Securities LLC			1.67	%			06/20/2017				07/20/2017				7,632,000				7,635,531
Bank of America Merrill Lynch			2.05	%			06/25/2017				09/25/2017				2,815,000				2,815,802
														$	81,877,000			$	81,915,986

The weighted average daily balance of reverse repurchase agreements during the reporting period ended June 30, 2017 was $69,463,758, at a weighted average interest rate of 1.35%. Total market value of underlying collateral (refer to the Schedule of Investments for positions transferred for the benefit of the counterparty as collateral) for open reverse repurchase agreements at June 30, 2017 was $98,841,043.

---

 

Summary of Fair Value Disclosure

June 30, 2017 (Unaudited)

 

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)

Assets and liabilities may be transferred between levels. The Fund uses end of period timing recognition to account for any transfers.

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.

 

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

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.

---

The Fund may enter into reverse repurchase agreements. In a reverse repurchase agreement, the Fund sells to a financial institution a security that it holds with an agreement to repurchase the same security at an agreed-upon price and date. A reverse repurchase agreement involves the risk that the market value of the security may decline below the repurchase price of the security. The Fund will segregate assets determined to be liquid by the Adviser or otherwise cover its obligations under reverse repurchase agreements. Due to the short term nature of the reverse repurchase agreements, face value approximates fair value at June 30, 2017.

Securities may be fair valued in accordance with the fair valuation procedures approved by the Board of Trustees (the “Board”). The valuation committee is generally responsible for overseeing the day to day valuation processes and reports periodically to the Board. The 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 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 June 30, 2017¹:

 

Category
Investments in Securities
Level 1
Money Market Funds		$	5,506,772
Total Level 1			5,506,772
Level 2
US Government / Agency Mortgage Backed Obligations			156,907,368
Non-Agency Residential Collateralized Mortgage Obligations			152,144,640
Collateralized Loan Obligations			25,828,830
Non-Agency Commercial Mortgage Backed Obligations			19,453,375
US Government and Agency Obligations			13,979,490
Asset Backed Obligations			12,134,397
Total Level 2			380,448,100
Level 3
Non-Agency Residential Collateralized Mortgage Obligations			20,291,161
Non-Agency Commercial Mortgage Backed Obligations			8,828,668
Asset Backed Obligations			831,416
Total Level 3			29,951,245
Total		$	415,906,117

Certain of the Fund’s assets/liabilities are held at face value, which approximates fair value for financial statement purposes. The following is a summary of such assets/liabilities as of June 30, 2017.

 

Other Financial Instruments
Level 1		$	-
Total Level 1			-
Level 2
Reverse Repurchase Agreements			81,877,000
Total Level 2			81,877,000
Level 3			-
Total		$	81,877,000

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

¹ There were no transfers into or out of Level 1 during the period ended June 30, 2017.

---

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

 

		Balance as of 9/30/2016				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				Balance as of 6/30/2017				Net Change in Unrealized Appreciation (Depreciation) on securities held at 6/30/20173
Investments in Securities
Non-Agency Residential Collateralized Mortgage Obligations		$	9,986,031			$	35,831			$	617,795			$	152,622			$	7,566			$	(396,146	)		$	9,887,462			$	-			$	20,291,161			$	617,795
Non-Agency Commercial Mortgage Backed Obligations			7,860,895				-				(162,175	)			172,376				957,573				-				-				-				8,828,668				(159,509	)
Asset Backed Obligations			1,107,087				-				(275,671	)			-				-				-				-				-				831,416				(275,671	)
Total		$	18,954,013			$	35,831			$	179,949			$	324,998			$	965,139			$	(396,146	)		$	9,887,462			$	-			$	29,951,245			$	182,615

¹ Purchases include all purchases of securities and payups.

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 June 30, 2017 may be due to a security that was not held or categorized as Level 3 at either period end.

⁴ Transfers between Level 3 and Level 2 were due to a change in observable and/or unobservable inputs from the prior fiscal year end.

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

 

Fair Value as of 6/30/2017 *

Valuation Techniques

Unobservable Input

Input Values

Impact to valuation from an increase to input

Non-Agency Residential Collateralized Mortgage Obligations

$

20,291,161

Market Comparables

Market Quotes

$88.00 - $102.02

Significant changes in the market quotes would result in direct and proportional changes in the fair value of the security

Non-Agency Commercial Mortgage Backed Obligations

8,828,668

Market Comparables

Yields

9.27% - 24.93%

Increase in yields would result in the decrease in the fair value of the security

Asset Backed Obligations

831,416

Market Comparables

Market Quotes

$20.05

Significant changes in the market quotes would result in direct and proportional 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.

---

Item 2. Controls and Procedures.

 

(a)

The Registrant’s principal executive and principal financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) (17 CFR 270.30a-3(c)) are effective as of a date within 90 days of the filing date of this Form N-Q based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(d)).

 

(b)

There were no changes in the Registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) (17 CFR 270.30a-3(d)) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3. Exhibits.

Separate certifications for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)). Filed herewith.

---

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 Opportunistic Credit Fund

By (Signature and Title)          /s/ Ronald R. Redell                                      

Ronald R. Redell, President and Chief Executive Officer

Date                      August  23, 2017                                                 

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                       August 23, 2017                                                         

By (Signature and Title)            /s/ Susan Nichols                                                   

Susan Nichols, Treasurer and Principal Financial and Accounting Officer

Date                       August 23, 2017