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)

Page Range		9270-9271
FR Document		2017-02264

Federal Register, Volume 82 Issue 22 (Friday, 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

[[Page 9271]]

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

Federal Register / Vol. 82, No. 22 / Friday, February 3, 2017 / Notices 9271

exemption from the Disclosure SURFACE TRANSPORTATION BOARD According to IMR, this action is
Requirements to permit a Subadvised categorically excluded from
Series to disclose (as both a dollar [Docket No. FD 36094] environmental reporting under 49 CFR
amount and a percentage of the 1105.6(c).
Itawamba Mississippian Railroad, Board decisions and notices are
Subadvised Series’ net assets): (a) The
LLC—Lease and Operation available on our Web site at
aggregate fees paid to the Adviser and
Exemption—Itawamba County Railroad ‘‘WWW.STB.GOV.’’
any Affiliated Sub-Adviser; (b) the Authority
aggregate fees paid to Sub-Advisers Decided: January 30, 2017.
other than Affiliated Sub-Advisers; and Itawamba Mississippian Railroad, By the Board, Rachel D. Campbell,
(c) the fee paid to each Affiliated Sub- LLC (IMR), a noncarrier, has filed a Director, Office of Proceedings.
Adviser (collectively, Aggregate Fee verified notice of exemption under 49 Kenyatta Clay,
Disclosure’’).4 CFR 1150.31 to lease from the Itawamba Clearance Clerk.
County Railroad Authority (ICRA), a
3. Applicants agree that any order [FR Doc. 2017–02293 Filed 2–2–17; 8:45 am]
noncarrier and political subdivision of
granting the requested relief will be BILLING CODE 4915–01–P
the State of Mississippi, and to operate,
subject to the terms and conditions
a 25-mile rail line, known as the
stated in the application. Such terms
Mississippian Railway, between SURFACE TRANSPORTATION BOARD
and conditions provide for, among other milepost 0.0 in Amory, Miss., and
safeguards, appropriate disclosure to milepost 25.0 in Fulton, Miss. (the [Docket No. FD 36093]
Subadvised Series’ shareholders and Line).
notification about sub-advisory changes Itawamba County Railroad Authority—
This transaction is related to a
and enhanced Board oversight to protect Acquisition Exemption—Mississippian
concurrently filed verified notice of
the interests of the Subadvised Series’ Railway
exemption in Itawamba County
shareholders. Railroad Authority—Acquisition Itawamba County Railroad Authority
4. Section 6(c) of the Act provides that Exemption—Mississippian Railway, (ICRA), a noncarrier and political
the Commission may exempt any Docket No. FD 36093, in which ICRA subdivision of the State of Mississippi,
person, security, or transaction or any seeks Board approval under 49 CFR has filed a verified notice of exemption
class or classes of persons, securities, or 1150.31 to acquire the Line from the under 49 CFR 1150.31 to acquire from
transactions from any provisions of the Itawamba County Port Commission the Itawamba County Port Commission
Act, or any rule thereunder, if such (ICPC). IMR and ICRA have entered into (ICPC) a 25-mile rail line, known as the
relief is necessary or appropriate in the a five-year lease agreement under which Mississippian Railway, between
public interest and consistent with the IMR will lease and operate the Line. milepost 0.0 in Amory, Miss., and
protection of investors and purposes IMR certifies that the projected annual milepost 25.0 in Fulton, Miss. (the
fairly intended by the policy and revenues as a result of this transaction Line).
provisions of the Act. Applicants will not result in IMR’s becoming a This transaction is related to a
believe that the requested relief meets Class I or Class II rail carrier and will concurrently filed verified notice of
this standard because, as further not exceed $5 million. IMR certifies also exemption in Itawamba Mississippian
that the lease between IMA and ICRA Railroad, LLC—Lease and Operation
explained in the application, the
does not involve any provision or Exemption—Itawamba County Railroad
Advisory Agreements will remain
agreement that would limit future Authority, Docket No. FD 36094, in
subject to shareholder approval, while
interchange of traffic with a third-party which the Itawamba Mississippian
the role of the Sub-Advisers is
connecting carrier. Railroad, LLC (IMR) seeks Board
substantially similar to that of The proposed transaction may be approval under 49 CFR 1150.31 to lease
individual portfolio managers, so that consummated on or after February 18, from ICRA and operate the Line upon
requiring shareholder approval of Sub- 2017, the effective date of this consummation of the transactions.
Advisory Agreements would impose exemption (30 days after the verified According to ICRA, an agreement has
unnecessary delays and expenses on the notice was filed). If the verified notice been reached to transfer ownership of
Subadvised Series. Applicants believe contains false or misleading the Line and related assets from ICPC to
that the requested relief from the information, the exemption is void ab ICRA, and ICRA has reached an
Disclosure Requirements meets this initio. Petitions to revoke the exemption agreement with IMR to lease and
standard because it will improve the under 49 U.S.C. 10502(d) may be filed operate the Line.
Adviser’s ability to negotiate fees paid at any time. The filing of a petition to ICRA certifies that the projected
to the Sub-Advisers that are more revoke will not automatically stay the annual revenues as a result of this
advantageous for the Subadvised Series. effectiveness of the exemption. Petitions transaction will not result in ICRA’s
For the Commission, by the Division of to stay must be filed by February 10, becoming a Class I or Class II rail carrier
Investment Management, under delegated 2017 (at least seven days before the and will not exceed $5 million. ICRA
authority. exemption becomes effective). certifies also that the proposed
Eduardo A. Aleman, An original and 10 copies of all transaction does not involve any
pleadings, referring to Docket No. FD provision or agreement between ICRA
Assistant Secretary.
36094, must be filed with the Surface and ICPC that would limit future
asabaliauskas on DSK3SPTVN1PROD with NOTICES

[FR Doc. 2017–02264 Filed 2–2–17; 8:45 am]
Transportation Board, 395 E Street SW., interchange of traffic with a third-party
BILLING CODE 8011–01–P Washington, DC 20423–0001. In connecting carrier.
addition, a copy of each pleading must The proposed transaction may be
sub-adviser to one or more of the Subadvised Series be served on applicant’s representative, consummated on or after February 18,
(‘‘Affiliated Sub-Adviser’’). Rodney M. Love, Mississippi 2017, the effective date of this
4 For any Subadvised Series that is a Master Fund,

the relief would also permit any Feeder Fund
Department of Transportation, 401 exemption (30 days after the verified
invested in that Master Fund to disclose Aggregate North West Street, Suite 9500, Jackson, notice was filed). If the verified notice
Fee Disclosure. MS 39201. contains false or misleading

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Document Created: 2018-02-01 14:34:53
Document Modified: 2018-02-01 14:34:53

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
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.
Dates		The application was filed on March 18, 2016, and amended
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).
FR Citation		82 FR 9270