82 FR 9270 - Destra Capital Advisors LLC, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 22 (February 3, 2017)

[Federal Register Volume 82, Number 22 (Friday, February 3, 2017)]
[Notices]
[Pages 9270-9271]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-02264]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32458; File No. 812-14629]


Destra Capital Advisors LLC, et al.; Notice of Application

January 30, 2017.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers.

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APPLICANTS:  Destra Investment Trust, Destra Investment Trust II, and 
Destra Exchange-Traded Fund Trust (each, a ``Trust''), Massachusetts 
business trusts registered under the Act as an open-end management 
investment company with multiple series,\1\ and Destra Capital Advisors 
LLC (the ``Initial Adviser''), a Delaware corporation registered as an 
investment adviser under the Investment Advisers Act of 1940.
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    \1\ Prior to relying on the relief requested, Destra Exchange-
Traded Fund will be registered under the Act as an open-end 
management investment company.

FILING DATES:  The application was filed on March 18, 2016, and amended 
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on July 18, 2016.

HEARING OR NOTIFICATION OF HEARING:  An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on February 24, 2017, and should be accompanied by proof of 
service on the applicants, in the form of an affidavit or, for lawyers, 
a certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES:  Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: One North Wacker 
Drive, 48th Floor, Chicago, IL 60606.

FOR FURTHER INFORMATION CONTACT:  Jessica Shin, Attorney-Adviser, at 
(202) 551-5921, or David J. Marcinkus, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Summary of the Application

    1. The Adviser will serve as the investment adviser to each 
Subadvised Series pursuant to an investment advisory agreement with the 
applicable Trust (the ``Advisory Agreement'').\2\ The Adviser will 
provide the Subadvised Series with continuous and comprehensive 
investment management services subject to the supervision of, and 
policies established by, each Subadvised Series' board of trustees 
(``Board''). The Advisory Agreement permits the Adviser, subject to the 
approval of the Board, to delegate to one or more sub-advisers (each, a 
``Sub-Adviser'' and collectively, the ``Sub-Advisers'') the 
responsibility to provide the day-to-day portfolio investment 
management of each Subadvised Series, subject to the supervision and 
direction of the Adviser. The primary responsibility for managing the 
Subadvised Series will remain vested in the Adviser. The Adviser will 
hire, evaluate, allocate assets to and oversee the Sub-Advisers, 
including determining whether a Sub-Adviser should be terminated, at 
all times subject to the authority of the Board.
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    \2\ Applicants request relief with respect to any existing and 
any future series of the Trust and any other registered open-end 
management company or series thereof that: (a) Is advised by the 
Initial Adviser or its successor or by a person controlling, 
controlled by, or under common control with the Initial Adviser or 
its successor (each, an ``Adviser''); (b) uses the manager of 
managers structure described in the application; and (c) complies 
with the terms and conditions of the application (each, a 
``Subadvised Series''). For purposes of the requested order, 
``successor'' is limited to an entity that results from a 
reorganization into another jurisdiction or a change in the type of 
business organization. Subadvised Series may be operated as a 
master-feeder structure pursuant to section 12(d)(1)(E) of the Act. 
In such a structure, certain series of the Trust (each, a ``Feeder 
Fund'') may invest substantially all of their assets in a Subadvised 
Series (a ``Master Fund'') pursuant to section 12(d)(1)(E) of the 
Act. No Feeder Fund will engage any sub-advisers other than through 
approving the engagement of one or more of the Master Fund's sub-
advisers.
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    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Sub-Advisers pursuant to Sub-
Advisory Agreements and materially amend existing Sub-Advisory 
Agreements without obtaining the shareholder approval required under 
section 15(a) of the Act and rule 18f-2 under the Act.\3\ Applicants 
also seek an

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exemption from the Disclosure Requirements to permit a Subadvised 
Series to disclose (as both a dollar amount and a percentage of the 
Subadvised Series' net assets): (a) The aggregate fees paid to the 
Adviser and any Affiliated Sub-Adviser; (b) the aggregate fees paid to 
Sub-Advisers other than Affiliated Sub-Advisers; and (c) the fee paid 
to each Affiliated Sub-Adviser (collectively, Aggregate Fee 
Disclosure'').\4\
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    \3\ The requested relief will not extend to any sub-adviser that 
is an affiliated person, as defined in section 2(a)(3) of the Act, 
of a Subadvised Series or the Adviser, other than by reason of 
serving as a sub-adviser to one or more of the Subadvised Series 
(``Affiliated Sub-Adviser'').
    \4\ For any Subadvised Series that is a Master Fund, the relief 
would also permit any Feeder Fund invested in that Master Fund to 
disclose Aggregate Fee Disclosure.
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    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Subadvised Series' shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Series' shareholders.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Advisory 
Agreements will remain subject to shareholder approval, while the role 
of the Sub-Advisers is substantially similar to that of individual 
portfolio managers, so that requiring shareholder approval of Sub-
Advisory Agreements would impose unnecessary delays and expenses on the 
Subadvised Series. Applicants believe that the requested relief from 
the Disclosure Requirements meets this standard because it will improve 
the Adviser's ability to negotiate fees paid to the Sub-Advisers that 
are more advantageous for the Subadvised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-02264 Filed 2-2-17; 8:45 am]
 BILLING CODE 8011-01-P