destra51685-497.htm
Prospectus
December 30, 2010,
as supplemented on May 20, 2011
Destra Global L-Series Fund
|
|
Class
|
Ticker Symbol
|
|
|
Class A
|
|
|
|
Class C
|
|
|
|
Class P
|
|
|
|
Class I
|
|
|
|
|
|
|
Destra International L-Series Fund
|
|
Class
|
Ticker Symbol
|
|
|
Class A
|
|
|
|
Class C
|
|
|
|
Class P
|
|
|
|
Class I
|
|
|
|
|
|
|
Destra US All Cap L-Series Fund
|
|
Class
|
Ticker Symbol
|
|
|
Class A
|
|
|
|
Class C
|
|
|
|
Class P
|
|
|
|
Class I
|
|
|
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
NOT FDIC OR GOVERNMENT INSURED MAY LOSE VALUE NO BANK GUARANTEE
|
Table of Contents
Section 1
|
Fund Summaries
|
1
|
Destra Global L-Series Fund
|
|
1
|
Destra International L-Series Fund
|
|
6
|
Destra US All Cap L-Series Fund
|
|
11
|
Section 2
|
Additional Information About the Funds
|
16
|
Additional Information About the Investment Policies and Strategies
|
|
16
|
Additional Information About the Risks
|
|
17
|
Fund Management
|
|
21
|
Section 3
|
Shareholder Information
|
24
|
Valuation of Shares
|
|
24
|
Share Classes
|
|
25
|
Distribution, Servicing and Administrative Fees
|
|
28
|
Purchases
|
|
30
|
Exchanges
|
|
34
|
Redemptions
|
|
35
|
Section 4
|
General Information
|
39
|
Distributions
|
|
39
|
Taxes
|
|
39
|
Payments to Financial Intermediaries
|
|
41
|
Availability of Portfolio Holdings Information
|
|
42
|
Frequent Trading
|
|
43
|
Shareholder Communications
|
|
46
|
Fund Service Providers |
46 |
Destra Global L-Series Fund
Investment Objective
The Fund’s investment objective is to seek long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. For Class A shares, you may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Destra mutual funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial professional and in “Shareholder Information” on page 24 of the Fund’s Prospectus and “Purchases” on page 22 of the Fund’s Statement of Additional Information.
Shareholder Fees
(fees paid directly from your investment)
|
Class A
|
Class C
|
Class P
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
5.75%
|
None
|
None
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of original purchase price or redemption proceeds)
|
None
|
1.00%
|
None
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
None
|
None
|
None
|
Redemption Fee on shares held for 90 days or less (as a percentage of amount redeemed)
|
None
|
None
|
2.00%
|
2.00%
|
Exchange Fees
|
None
|
None
|
None
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
Class A
|
Class C
|
Class P
|
Class I
|
Management Fees
|
0.90%
|
0.90%
|
0.90%
|
0.90%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
1.00%
|
0.25%
|
0.00%
|
Other Expenses1
|
0.65%
|
0.65%
|
0.75%
|
0.62%
|
Total Annual Fund Operating Expenses
|
1.80%
|
2.55%
|
1.90%
|
1.52%
|
Advisory Fee Waiver2
|
(0.10%)
|
(0.10%)
|
(0.10%)
|
(0.10%)
|
Total Annual Fund Expenses After Waiver
|
1.70%
|
2.45%
|
1.80%
|
1.42%
|
1
|
Other Expenses are based on an estimated $100 million average net asset size for the Fund’s first fiscal year.
|
2
|
The Adviser has agreed to cap expenses such that the total annual fund operating expenses, excluding brokerage commissions and other trading expenses, taxes and other extraordinary expenses (such as litigation and other expenses not incurred in the ordinary course of business) at 1.70% for Class A, 2.45%
|
|
for Class C, 1.80% for Class P and 1.42% for Class I. This waiver will continue in effect until December 31, 2013. The waiver may be terminated or modified prior to December 31, 2013 only with the approval of the Board of Trustees of the Trust.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
Redeemed
|
Not Redeemed
|
Share Class
|
1 year
|
3 years
|
1 year
|
3 years
|
Class A
|
$738
|
$1,080
|
$738
|
$1,080
|
Class C
|
$348
|
$764
|
$248
|
$764
|
Class P
|
$183
|
$566
|
$183
|
$566
|
Class I
|
$145
|
$449
|
$145
|
$449
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
Principal Investment Strategies
Under normal market conditions, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of companies with market capitalizations at the time of investment comparable to companies in the MSCI World Index. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets and consist of twenty-four developed market country indices. At a minimum, the Fund will consist of at least five countries and will have 40% of non-U.S. companies. The Fund may invest in all market capitalizations and its investments generally will include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges.
The Fund’s sub-adviser, Zebra Capital Management, LLC (“Zebra”) seeks to capture a liquidity premium among fundamentally strong, publicly-traded equities. A liquidity premium exists in public equity markets, as more liquid stocks tend to be priced at a premium, while less liquid stocks are priced at a discount, thus having higher expected returns. Zebra targets stocks with strong fundamentals (i.e. earnings, book value, cash flows) that trade less than stocks with comparable fundamentals. Despite producing similar levels of earnings and cash flows, these less liquid stocks can often be purchased at lower prices, offering higher expected returns. Frequently, a fundamentally-sound stock is less traded because it has temporarily fallen out of
favor. Over time, Zebra believes the market will recognize this stock again, and its price will increase as its trading activity rises, allowing Zebra to capture its liquidity premium and produce higher returns. Stocks are typically sold when fundamentals deteriorate, trading activity increases relative to changes in a stock’s fundamentals, or Zebra believes there are greater opportunities to capture liquidity premium in other stocks. There is no guarantee that the perceived intrinsic value of any investment will be realized.
Principal Risks
Market Risk/Smaller Company Risk—The market values of securities owned by the Fund may decline, at times sharply and unpredictably, due to declines in the overall stock or other financial markets and therefore the value of fund shares will fluctuate. In general, the value of a Fund that invests primarily in equity securities will move in the same direction as the overall markets, which will vary from day to day in response to the activities of individual companies, as well as general market, regulatory, political and economic conditions. This risk is generally greater for lower market capitalization companies because they tend to have more limited product lines, shorter operating histories, less experienced management and more limited financial resources than larger companies. Stocks of smaller companies may be less liquid than those of larger companies and may experience greater price fluctuations. In addition, stocks of smaller companies may not be widely followed by the investment community, resulting in less demand. You may lose some or all of your investment in this Fund.
Non-U.S. Investment Risk—Non-U.S. companies or U.S. companies with significant non-U.S. operations may be subject to risks in addition to those of companies that principally operate in the United States. This increased risk is a result of, among other things, regulatory, political, social and economic developments abroad; different legal, regulatory and tax environments; less liquidity and greater volatility; a lack of uniform accounting, auditing and financial reporting standards; and increased price volatility.
Currency Risk—Changes in currency exchange rates may affect the Fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities.
Value Stocks Risk—Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
Liquidity Risk—This Fund, like all open-end funds, are limited to investing up to 15% of its net assets in illiquid securities. From time to time, certain securities held by the Fund may have limited marketability and may be difficult to sell at favorable times or prices. It is possible that certain securities held by the Fund will not be able to be sold in sufficient amounts or in a sufficiently timely manner to raise the cash necessary to meet any potentially heavy redemption requests by Fund shareholders.
Securities Selection Risk—Securities selected by the subadviser for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
Investment Risk—An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, as with any mutual fund investment, you may lose some of all of your investment by investing in the Fund.
Fund Performance
Fund performance is not included in this Prospectus because the Fund has not been in existence for a full calendar year.
Management
Investment Adviser
Destra Advisors LLC
Investment Sub-Adviser
Zebra Capital Management, LLC
Portfolio Managers
Zebra Capital Management , LLC
|
Roger Ibbotson, Ph.D.
Chief Investment Officer
|
Since Fund inception
|
Wendy Hu, Ph.D.
Senior Research Analyst
|
Since Fund inception
|
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. Generally, you may purchase, redeem or exchange shares only through institutional channels, such as financial intermediaries and retirement platforms. The minimum investment for Class A shares, Class C shares and Class P shares is $2,500 per Fund account for non-retirement accounts and $500 per Fund account for certain tax-deferred accounts or UGMA/UTMA accounts. The maximum purchase in Class C shares is $500,000 for any single purchase. The sales charge and expense structure of Class A shares may be more advantageous for investors purchasing more than $500,000 of Fund shares. The minimum investment for Class I shares is $1 million for institutional investors. Institutional investors generally may meet the minimum investment amount by aggregating multiple accounts within the Fund on a given day. Accounts offered through an intermediary institution must meet the minimum investment requirements of $500 for tax-deferred accounts and $2,500 for other account types.
Tax Information
The Fund’s distributions are taxable and will generally be taxed as ordinary income or capital
gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Distributions from the Fund held in such a tax-deferred arrangement will be taxed at a later date.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment or to recommend one share class over another. Ask your salesperson or visit your financial intermediary’s website for more information.
Destra International L-Series Fund
|
Investment Objective
The Fund’s investment objective is to seek long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. For Class A shares, you may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Destra mutual funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial professional and in “Shareholder Information” on page 24 of the Fund’s Prospectus and “Purchases” on page 22 of the Fund’s Statement of Additional Information.
Shareholder Fees
(fees paid directly from your investment)
|
Class A
|
Class C
|
Class P
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
5.75%
|
None
|
None
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of original purchase price or redemption proceeds)
|
None
|
1.00%
|
None
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
None
|
None
|
None
|
Redemption Fee on shares held for 90 days or less (as a percentage of amount redeemed)
|
None
|
None
|
2.00%
|
2.00%
|
Exchange Fees
|
None
|
None
|
None
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
Class A
|
Class C
|
Class P
|
Class I
|
Management Fees
|
0.95%
|
0.95%
|
0.95%
|
0.95%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
1.00%
|
0.25%
|
0.00%
|
Other Expenses1
|
0.65%
|
0.65%
|
0.75%
|
0.62%
|
Total Annual Fund Operating Expenses
|
1.85%
|
2.60%
|
1.95%
|
1.57%
|
Advisory Fee Waiver2
|
(0.10%)
|
(0.10%)
|
(0.10%)
|
(0.10%)
|
Total Annual Fund Expenses After Waiver
|
1.75%
|
2.50%
|
1.85%
|
1.47%
|
1
|
Other Expenses are based on an estimated $100 million average net asset size for the Fund’s first fiscal year.
|
2
|
The Adviser has agreed to cap expenses such that the total annual fund operating expenses, excluding brokerage commissions and other trading expenses, taxes and other extraordinary expenses (such as litigation and other expenses not incurred in the ordinary course of business) at 1.75% for Class A, 2.50% for Class C, 1.85% for Class P and 1.47% for Class I. This waiver will continue in effect until December 31, 2013. The waiver may be terminated or modified prior to December 31, 2013 only with the approval of the Board of Trustees of the Trust.
|
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
Redeemed
|
Not Redeemed
|
Share Class
|
1 year
|
3 years
|
1 year
|
3 years
|
Class A
|
$743
|
$1,094
|
$743
|
$1,094
|
Class C
|
$353
|
$779
|
$253
|
$779
|
Class P
|
$188
|
$582
|
$188
|
$582
|
Class I
|
$150
|
$465
|
$150
|
$465
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
Principal Investment Strategies
Under normal market conditions, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of companies with market capitalizations at the time of investment comparable to companies in the MSCI World ex USA Index. The MSCI World ex USA Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets and consist of twenty-three developed market country indices. At a minimum, the Fund will consist of at least five countries and will have 80% of non-U.S. companies. The Fund may invest in all market capitalizations and its investments generally will include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges.
The Fund’s sub-adviser, Zebra Capital Management, LLC (“Zebra”) seeks to capture a liquidity premium among fundamentally strong, publicly-traded equities. A liquidity premium exists in public equity markets, as more liquid stocks tend to be priced at a premium, while less liquid stocks are priced at a discount, thus having higher expected returns. Zebra targets stocks with strong fundamentals (i.e. earnings, book value, cash flows) that trade less than stocks with comparable fundamentals. Despite producing similar levels of earnings and cash flows, these less liquid stocks can often be purchased at lower prices, offering higher expected returns. Frequently, a fundamentally-sound stock is less traded because it has temporarily fallen out of favor. Over time, Zebra believes the market will recognize this stock again, and its price will increase as its trading activity rises, allowing Zebra to capture its liquidity premium and produce
higher returns. Stocks are typically sold when fundamentals deteriorate, trading activity increases relative to changes in a stock’s fundamentals, or Zebra believes there are greater opportunities to capture liquidity premium in other stocks. There is no guarantee that the perceived intrinsic value of any investment will be realized.
Principal Risks
Market Risk/Smaller Company Risk—The market values of securities owned by the Fund may decline, at times sharply and unpredictably, due to declines in the overall stock or other financial markets and therefore the value of fund shares will fluctuate. In general, the value of a Fund that invests primarily in equity securities will move in the same direction as the overall markets, which will vary from day to day in response to the activities of individual companies, as well as general market, regulatory, political and economic conditions. This risk is generally greater for lower market capitalization companies because they tend to have more limited product lines, shorter operating histories, less experienced management and more limited financial resources than larger companies. Stocks of smaller companies may be less liquid than those of larger companies and may experience greater price fluctuations. In addition, stocks of smaller companies may not be widely followed by the investment community, resulting in less demand. You may lose some or all of your investment in this Fund.
Non-U.S. Investment Risk—Non-U.S. companies or U.S. companies with significant non-U.S. operations may be subject to risks in addition to those of companies that principally operate in the United States. This increased risk is a result of, among other things, regulatory, political, social and economic developments abroad; different legal, regulatory and tax environments; less liquidity and greater volatility; a lack of uniform accounting, auditing and financial reporting standards; and increased price volatility.
Currency Risk—Changes in currency exchange rates may affect the Fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities.
Value Stocks Risk—Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
Liquidity Risk—This Fund, like all open-end funds, are limited to investing up to 15% of its net assets in illiquid securities. From time to time, certain securities held by the Fund may have limited marketability and may be difficult to sell at favorable times or prices. It is possible that certain securities held by the Fund will not be able to be sold in sufficient amounts or in a sufficiently timely manner to raise the cash necessary to meet any potentially heavy redemption requests by Fund shareholders.
Securities Selection Risk—Securities selected by the subadviser for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
Investment Risk—An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, as with any mutual fund investment, you may lose some of all of your investment by investing in the Fund.
Fund Performance
Fund performance is not included in this Prospectus because the Fund has not been in existence for a full calendar year.
Management
Investment Adviser
Destra Advisors LLC
Investment Sub-Adviser
Zebra Capital Management, LLC
Portfolio Managers
Zebra Capital Management , LLC
|
Roger Ibbotson, Ph.D.
Chief Investment Officer
|
Since Fund inception
|
Wendy Hu, Ph.D.
|
Since Fund inception
|
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. Generally, you may purchase, redeem or exchange shares only through institutional channels, such as financial intermediaries and retirement platforms. The minimum investment for Class A shares, Class C shares and Class P shares is $2,500 per Fund account for non-retirement accounts and $500 per Fund account for certain tax-deferred accounts or UGMA/UTMA accounts. The maximum purchase in Class C shares is $500,000 for any single purchase. The sales charge and expense structure of Class A shares may be more advantageous for investors purchasing more than $500,000 of Fund shares. The minimum investment for Class I shares is $1 million for institutional investors. Institutional investors generally may meet the minimum investment amount by aggregating multiple accounts within the Fund on a given day. Accounts offered through an intermediary institution must meet the minimum investment requirements of $500 for tax-deferred accounts and $2,500 for other account types.
Tax Information
The Fund’s distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Distributions from the Fund held in such a tax-deferred arrangement will be taxed at a later date.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment or to recommend one share class over another. Ask your salesperson or visit your financial intermediary’s website for more information.
Destra US All Cap L-Series Fund
|
Investment Objective
The Fund’s investment objective is to seek long-term capital appreciation.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. For Class A shares, you may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund or in other Destra mutual funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial professional and in “Shareholder Information” on page 24 of the Fund’s Prospectus and “Purchases” on page 24 of the Fund’s Statement of Additional Information.
Shareholder Fees
(fees paid directly from your investment)
|
Class A
|
Class C
|
Class P
|
Class I
|
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
|
5.75%
|
None
|
None
|
None
|
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of original purchase price or redemption proceeds)
|
None
|
1.00%
|
None
|
None
|
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
|
None
|
None
|
None
|
None
|
Redemption Fee on shares held for 90 days or less (as a percentage of amount redeemed)
|
None
|
None
|
2.00%
|
2.00%
|
Exchange Fees
|
None
|
None
|
None
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
|
Class A
|
Class C
|
Class P
|
Class I
|
Management Fees
|
0.85%
|
0.85%
|
0.85%
|
0.85%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
1.00%
|
0.25%
|
0.00%
|
Other Expenses1
|
0.60%
|
0.60%
|
0.70%
|
0.57%
|
Total Annual Fund Operating Expenses
|
1.70%
|
2.45%
|
1.80%
|
1.42%
|
Advisory Fee Waiver2
|
(0.10%)
|
(0.10%)
|
(0.10%)
|
(0.10%)
|
Total Annual Fund Expenses After Waiver
|
1.60%
|
2.35%
|
1.70%
|
1.32%
|
1Other Expenses are based on an estimated $100 million average net asset size for the Fund’s first fiscal year.
2The Adviser has agreed to cap expenses such that the total annual fund operating expenses, excluding brokerage commissions and other trading expenses, taxes and other extraordinary expenses (such as litigation and other expenses not incurred in the ordinary course of business) at 1.60% for Class A, 2.35% for Class C, 1.70% for Class P and 1.32% for Class I. This waiver will continue in effect until December 31, 2013. The waiver may be terminated or modified prior to December 31, 2013 only with the approval of the Board of Trustees of the Trust.
Example
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then either redeem or do not redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
Redeemed
|
Not Redeemed
|
Share Class
|
1 year
|
3 years
|
1 year
|
3 years
|
Class A
|
$728
|
$1,051
|
$728
|
$1,051
|
Class C
|
$338
|
$733
|
$238
|
$733
|
Class P
|
$173
|
$526
|
$173
|
$536
|
Class I
|
$134
|
$418
|
$134
|
$418
|
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.
Principal Investment Strategies
Under normal market conditions, at least 80% of the Fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of U.S. companies. The Fund will invest in all market capitalizations and its benchmark will be the Russell 3000â Index. The Russell 3000â Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market and is reconstituted annually to ensure new and growing equities are reflected. The Fund’s investments generally will include common stocks, preferred stocks, securities convertible into U.S. common stocks, U.S. dollar-denominated American Depositary Receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges.
The Fund’s sub-adviser, Zebra Capital Management, LLC (“Zebra”) seeks to capture a liquidity premium among fundamentally strong, publicly-traded equities. A liquidity premium exists in public equity markets, as more liquid stocks tend to be priced at a premium, while less liquid stocks are priced at a discount, thus having higher expected returns. Zebra targets stocks with strong fundamentals (i.e. earnings, book value, cash flows) that trade less than stocks with comparable fundamentals. Despite producing similar levels of earnings and cash flows, these less liquid stocks can often be purchased at lower prices, offering higher expected returns. Frequently, a fundamentally-sound stock is less traded because it has temporarily fallen out of favor. Over time, Zebra believes the market will recognize this stock again, and its price will increase as its trading activity rises, allowing Zebra to capture its liquidity premium and produce higher returns. Stocks are typically sold when fundamentals deteriorate, trading activity
increases relative to changes in a stock’s fundamentals, or Zebra believes there are greater opportunities to capture liquidity premium in other stocks. There is no guarantee that the perceived intrinsic value of any investment will be realized.
Principal Risks
Market Risk/Smaller Company Risk—The market values of securities owned by the Fund may decline, at times sharply and unpredictably, due to declines in the overall stock or other financial markets and therefore the value of fund shares will fluctuate. In general, the value of a Fund that invests primarily in equity securities will move in the same direction as the overall markets, which will vary from day to day in response to the activities of individual companies, as well as general market, regulatory, political and economic conditions. This risk is generally greater for lower market capitalization companies because they tend to have more limited product lines, shorter operating histories, less experienced management and more limited financial resources than larger companies. Stocks of smaller companies may be less liquid than those of larger companies and may experience greater price fluctuations. In addition, stocks of smaller companies may not be widely followed by the investment community, resulting in less demand. You may lose some or all of your investment in this Fund.
Non-U.S. Investment Risk—Non-U.S. companies or U.S. companies with significant non-U.S. operations may be subject to risks in addition to those of companies that principally operate in the United States. This increased risk is a result of, among other things, regulatory, political, social and economic developments abroad; different legal, regulatory and tax environments; less liquidity and greater volatility; a lack of uniform accounting, auditing and financial reporting standards; and increased price volatility.
Currency Risk—Changes in currency exchange rates may affect the Fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities.
Value Stocks Risk—Value stocks are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. While the Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier stock funds as a trade-off for this potentially lower risk.
Liquidity Risk—This Fund, like all open-end funds, are limited to investing up to 15% of its net assets in illiquid securities. From time to time, certain securities held by the Fund may have limited marketability and may be difficult to sell at favorable times or prices. It is possible that certain securities held by the Fund will not be able to be sold in sufficient amounts or in a sufficiently timely manner to raise the cash necessary to meet any potentially heavy redemption requests by Fund shareholders.
Securities Selection Risk—Securities selected by the subadviser for the Fund may not perform to expectations. This could result in the Fund’s underperformance compared to other funds with similar investment objectives.
Investment Risk—An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your shares of the Fund, they could be worth less than what you paid for them. Therefore, as with any mutual fund investment, you may lose some of all of your investment by investing in the Fund.
Fund Performance
Fund performance is not included in this Prospectus because the Fund has not been in existence for a full calendar year.
Management
Investment Adviser
Destra Advisors LLC
Investment Sub-Adviser
Zebra Capital Management, LLC
Portfolio Managers
Zebra Capital Management , LLC
|
Roger Ibbotson, Ph.D.
Chief Investment Officer
|
Since Fund inception
|
Wendy Hu, Ph.D.
|
Since Fund inception
|
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day, which is any day the New York Stock Exchange is open for business. Generally, you may purchase, redeem or exchange shares only through institutional channels, such as financial intermediaries and retirement platforms. The minimum investment for Class A shares, Class C shares and Class P shares is $2,500 per Fund account for non-retirement accounts and $500 per Fund account for certain tax-deferred accounts or UGMA/UTMA accounts. The maximum purchase in Class C shares is $500,000 for any single purchase. The sales charge and expense structure of Class A shares may be more advantageous for investors purchasing more than $500,000 of Fund shares. The minimum investment for Class I shares is $1 million for institutional investors. Institutional investors generally may meet the minimum investment amount by aggregating multiple accounts within the Fund on a given day. Accounts offered through an intermediary institution must meet the minimum investment requirements of $500 for tax-deferred accounts and $2,500 for other account types.
Tax Information
The Fund’s distributions are taxable and will generally be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Distributions from the Fund held in such a tax-deferred arrangement will be taxed at a later date.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment or to recommend one share class over another. Ask your salesperson or visit your financial intermediary’s website for more information.
Section 2Additional Information About the Funds
To help you better understand the Destra Global L-Series Fund, Destra International L-Series Fund and Destra US All Cap L-Series Fund (each, a “Fund,” and collectively, the “Funds”), this section provides a detailed discussion of the Funds’ investment and risk management strategies. However, this Prospectus does not describe all of a Fund’s investment practices. For additional information these matters, please see the Statement of Additional Information, which is available by calling Destra Advisors LLC at (877) 287-9646, writing to Destra Advisors LLC at 901 Warrenville Road, Suite 15, Lisle, IL 60532 or visiting Destra Advisors LLC at destracapital.com.
Additional Information About the Investment Policies and Strategies
The investment objective of each Fund is to seek long-term capital appreciation. A Fund’s investment objective may not be changed without shareholder approval. A Fund’s investment policies may be changed by the Board of Trustees (the “Board”) of the Fund without shareholder approval unless otherwise noted in this Prospectus or the Statement of Additional Information.
Principal Investment Strategies - All Funds:
Sub-Adviser Strategy: Zebra’s strategy of purchasing what it believes are strong fundamental stocks with lower trading volumes results in a portfolio that is pro-fundamental, anti-glamour and contrarian in terms of the stocks it favors. Similar to value investing strategies, the Funds seek to purchase stocks with strong earnings and cash flows offered by the market at a discount. However, Zebra’s liquidity-based approach has demonstrated the ability to produce returns distinct from, and in addition to, traditional investment styles, such as value or size investing.
Equity Securities: Under normal market conditions, each Fund invests primarily in equity securities, including common stocks and other securities with equity characteristics.
80% Policy: Each Fund has a policy that will require it to invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in securities and financial instruments in all market capitalizations. In addition, the Destra US All Cap L-Series Fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in securities and financial instruments of U.S. issuers. Shareholders will be notified of any changes to this policy at least 60 days in advance of the change and this Prospectus will be supplemented.
Principal Investment Strategies - Destra Global L-Series Fund and Destra International L-Series Fund:
Non-U.S. Investments: Each Fund may invest in U.S. dollar-denominated American Depositary Receipts (ADRs), U.S. dollar-denominated foreign stocks traded on U.S. exchanges and other U.S. dollar-denominated securities issued by companies organized
or headquartered in foreign countries and/or doing significant business outside the United States ADRs are receipts issued by a bank or trust company to evidence ownership of the underlying securities issued by non-U.S. companies.
Non-Principal Investment Strategies - All Funds:
Temporary Defensive Policy, Cash Equivalents and Short-Term Investments: Under normal conditions, each Fund invests substantially all of its assets with the goal of attaining its investment objective. The remainder of a Fund’s assets may be held as cash or invested in short-term securities or cash equivalents. The percentage of a Fund invested in such holdings varies and depends heavily on current market conditions, among other factors. For temporary defensive purposes and during periods of high cash inflows or outflows, a Fund may depart from its principal investment strategies and invest part or all of its assets in these securities or it may hold cash. During such periods, a Fund may not be able to achieve its investment objective. A Fund may adopt a defensive strategy when the portfolio managers believe securities in which a Fund normally invests have elevated risks due to political or economic factors and in other extraordinary circumstances. For more information on eligible short-term investments, see the Statement of Additional Information.
Non-Principal Investment Strategies - Destra US All Cap L-Series Fund:
Non-U.S. Investments: The Destra US All Cap L-Series Fund may invest in U.S. dollar-denominated American Depositary Receipts (ADRs) and U.S. dollar-denominated foreign stocks traded on U.S. exchanges issued by companies organized or headquartered in foreign countries and/or doing significant business outside the U.S. ADRs are receipts issued by a bank or trust company to evidence ownership of the underlying securities issued by non-U.S. companies.
Additional Information About the Risks
Risk is inherent in any investment. Investing in a mutual fund—even the most conservative—involves a number of risks, including the risk that you may receive little or no return on your investment or even that you may lose part or all of your investment. Global turbulence in financial markets and reduced liquidity in credit and fixed-income markets may negatively affect a broad range of issuers which could have an adverse effect on the Funds. Therefore, before investing you should consider carefully the following risks that you assume when you invest in a Fund. Because of these and other risks, you should consider an investment in a Fund to be a long-term investment.
Principal Risks - All Funds:
Market risk: The market values of securities owned by a Fund may decline, at times sharply and unpredictably, due to drops in the stock or other financial markets. In general, the value of a Fund that invests primarily in equity securities will move in the same direction as the overall markets, which will vary from day to day in response to the
historical and prospective earnings of the issuer, the value of its assets, management decisions, decreased demand for an issuer’s products or services, increased production costs, as well as general market, regulatory, political and economic conditions, such as interest rates, currency exchange rates, investor perceptions and market liquidity. Under normal conditions, markets generally move in cycles over time, with periods of rising prices followed by periods of declining prices. These fluctuations could be a sustained trend or a drastic movement and the value of your investment may reflect these fluctuations.
Smaller company risk: Companies with lower market capitalizations may involve greater risk than larger capitalization companies because they tend to have more limited product lines, shorter operating histories, less experienced management and more limited financial resources than larger companies. Stocks of smaller companies may be less liquid than those of larger companies and may experience greater price fluctuations. In addition, stocks of smaller companies may not be widely followed by the investment community, resulting in less demand. As a result, certain securities may be difficult or impossible to sell at the time and the price that a Fund would like and, consequently, a Fund may have to lower the price, sell other securities instead or forego an investment opportunity. Any of these potential circumstances, if realized, could have a negative effect on Fund management or performance.
Style-specific risk: The Funds emphasize a value style of investing and, therefore, seek undervalued companies with characteristics for improved valuations. The types of companies sought by the Fund are subject to the risk that their intrinsic value may never be realized by the market or that their prices may go down. It is possible that such companies may remain undervalued for extended periods of time. While a Fund’s investments in value stocks may limit its downside risk over time, the Fund may produce more modest gains than riskier other stock funds as a trade-off for this potentially lower risk. In addition, different types of stocks tend to shift in and out of favor depending on market and economic conditions and a Fund’s performance may be affected adversely if value stocks become unpopular with or lose favor among investors.
Liquidity risk: The Funds invest in certain securities that have limited marketability. If the economy experiences a sudden downturn, it is possible that certain securities held by the Fund will not be able to be sold in sufficient amounts or in a sufficiently timely manner to raise the cash necessary to meet any potentially heavy redemption requests by Fund shareholders. In addition, the valuation of a Fund’s investments may become more difficult if objective market prices are unavailable.
Principal Risks - Destra Global L-Series Fund and Destra International L-Series Fund:
Non-U.S. investment risk: Companies organized or headquartered in foreign countries or U.S. companies with significant non-U.S. operations may be subject to risks in addition to those of companies that principally operate in the United States. This increased risk is due to potential political, social and economic developments abroad, different regulatory
environments and laws, potential seizure by the government of company assets, higher taxation, withholding taxes on dividends and interest, limitations on the use or transfer of portfolio assets, increased price volatility and delays in transaction settlement in some foreign markets. Other risks include the following:
●
|
Non-U.S. companies may not be subject to accounting standards or governmental supervision comparable to U.S. companies, and there may be less public information about their operations.
|
●
|
Enforcing legal rights may be difficult, costly and slow in non-U.S. countries and there may be particular problems enforcing claims against non-U.S. governments.
|
●
|
Changes in currency exchange rates, which have increased potential for volatility, may affect the value of dividends and interest paid by non-U.S. companies, and an increase in the strength of the U.S. dollar relative to these other currencies may cause the value of a Fund to decline.
|
●
|
Non-U.S. markets may be less liquid and more volatile than U.S. markets.
|
Non-Principal Risks - All Funds:
Market events: Global turbulence in financial markets and reduced liquidity in credit and fixed-income markets may negatively affect a broad range of issuers which could have an adverse effect on the Funds.
Inflation Risk: It is possible that the value of assets or income from investments in the Funds will be less in the future as inflation decreases the value of money.
Securities Lending Risk: To the extent the Funds lend their securities, they may be subject to the following risk. Borrowers of a Fund’s securities typically provide collateral in the form of cash that the Fund reinvests in additional securities. It is possible that the securities in which the collateral is invested may not perform sufficiently to cover the return collateral payments owed to borrowers. In addition, delays may occur in the recovery of securities from borrowers, which could interfere with a Fund’s ability to vote proxies or to settle transactions.
Small fund risk: The Funds currently have less assets than larger funds, and like other relatively small funds, large inflows and outflows may impact a Fund’s market exposure for limited periods of time, causing the Fund’s performance to vary from that of the Fund’s model portfolio. This impact may be positive or negative, depending on the direction of market movement during the period affected. The Funds do not generally limit large inflows and outflows, but it has policies in place which seek to reduce the impact of these flows where the investment adviser or sub-adviser has prior knowledge of them.
Non-Principal Investment Strategies - Destra US All Cap L-Series Fund:
Non-U.S. investment risk: Companies organized or headquartered in foreign countries or U.S. companies with significant non-U.S. operations may be subject to risks in addition to those of companies that principally operate in the United States. This increased risk is due to potential political, social and economic developments abroad, different regulatory environments and laws, potential seizure by the government of company assets, higher taxation, withholding taxes on dividends and interest, limitations on the use or transfer of portfolio assets, increased price volatility and delays in transaction settlement in some foreign markets. Other risks include the following:
●
|
Non-U.S. companies may not be subject to accounting standards or governmental supervision comparable to U.S. companies, and there may be less public information about their operations.
|
●
|
Enforcing legal rights may be difficult, costly and slow in non-U.S. countries and there may be particular problems enforcing claims against non-U.S. governments.
|
●
|
Changes in currency exchange rates, which have increased potential for volatility, may affect the value of dividends and interest paid by non-U.S. companies, and an increase in the strength of the U.S. dollar relative to these other currencies may cause the value of a Fund to decline.
|
●
|
Non-U.S. markets may be less liquid and more volatile than U.S. markets.
|
Additional Information About Fees and Expenses
Please refer to the following important information when reviewing the “Fees and Expenses of the Fund” table in each Fund’s Summary Prospectus.
·
|
“Shareholder Fees” are fees paid directly from your investment and may include sales loads and redemption fees, if applicable.
|
·
|
“Annual Fund Operating Expenses” are paid out of a Fund’s assets and include fees for portfolio management and administrative services, including recordkeeping, subaccounting and other shareholder services. You do not pay these fees directly but, as the example in each Fund’s Summary Prospectus shows, these costs are borne indirectly by all shareholders.
|
·
|
The “Management Fees” are the investment advisory fee rate paid by each Fund to Destra. Refer to “Fund Management” in this Prospectus for additional information with further description in the Statement of Additional Information.
|
·
|
“Distribution and Service (12b-1) Fees” include a shareholder servicing fee and/or distribution fee of up to 0.25% for Class A, Class P and Class C shares and a distribution fee of up to 0.75% for Class C shares. Because 12b-1 fees are
|
|
charged as an ongoing fee, over time the fee will increase the cost of your investment and may cost you more than paying other types of sales charges.
|
·
|
A contingent deferred sales charge of up to 1.00% may be imposed on certain redemptions of Class A shares bought without an initial sales charge and then redeemed within 18 months of purchase. The contingent deferred sales charge is not reflected in the example in each Fund’s Summary Prospectus.
|
·
|
A contingent deferred sales charge of 1.00% applies on Class C shares redeemed within 18 months of purchase. The contingent deferred sales charge may be waived for certain investors, as described in “Redemptions.”
|
·
|
“Other Expenses” may include administrative fees charged by intermediaries who have entered into agreements with the funds or their service providers for the provision of administrative services, including recordkeeping, subaccounting, order processing for omnibus or networked accounts, or other shareholder services provided on behalf of shareholders of the Funds. “Other Expenses” may include short sale dividend expenses. These expenses include dividends or interest on short sales, which are paid to the lender of borrowed securities, and stock loan fees, which are paid to the prime broker. Such expenses will vary depending on the short sale arrangement, whether the securities a Fund sells short pay dividends or interest, and the amount of such dividends or interest. While short sale dividend expenses include interest and dividends paid out on short positions and may include stock loan fees, they do not take into account the interest credit a Fund earns on cash proceeds of short sales which serve as collateral for short positions.
|
·
|
As described in the “Management Expenses” section of this Prospectus, Destra has contractually agreed to waive its management fee and/or assume other expenses in order to limit the “Total Annual Fund Operating Expenses” of each Fund to certain limits until at least December 31, 2013.
|
·
|
All expenses in a Fund’s “Fees and Expenses of the Fund” table are shown without the effect of expense offset arrangements. Pursuant to such arrangements, credits realized as a result of uninvested cash balances are used to reduce custodian and transfer agent expenses.
|
Fund Management
The Funds have retained Destra Advisors LLC (“Destra”) to serve as their investment adviser. Destra, located at 901 Warrenville Road, Suite 15, Lisle, IL 60532, is a wholly-owned subsidiary of Destra Capital Management LLC. Destra was organized in 2008 to provide investment management, advisory, administrative and asset management consulting services.
The Funds pay to Destra a fee, payable monthly in an annual amount equal to 0.90% for Destra Global L-Series Fund, 0.95% for Destra International L-Series Fund and 0.85% for Destra US All Cap L-Series Fund of each Fund’s daily net assets. Destra furnishes offices, necessary facilities and equipment, provides administrative services to the Funds, provides personnel, including certain officers required for the Funds’ administrative management and pays the compensation of all officers and Trustees of the Funds who are its affiliates. As of the date of this Prospectus, the Funds have not commenced operations or paid management fees to Destra.
A discussion of the Board’s consideration and approval of the Management Agreement and the Investment Sub-Advisory Agreement will be available in the Funds’ semi-annual report dated March 31, 2011.
Destra is also responsible for developing each Fund’s investment program and recommending sub-advisers to the Funds’ Board. In addition, Destra oversees the sub-adviser and reviews the sub-advisor’s performance.
The Funds have retained Zebra Capital Management, LLC (“Zebra”) to serve as their investment sub-adviser. Zebra was founded in 2001 and is located at 612 Wheelers Farms Road, Milford, Connecticut 06461. Zebra is a leading-edge asset manager specializing in managing both fundamentally based and quantitatively-driven equity strategies through a range of fund vehicles. Zebra’s investment approach is rooted in a comprehensive research platform upon which all of our investment strategies are developed and continuously refined. The firm’s fund management experience demonstrates its ability to generate attractive returns with low correlation to market indices. Zebra had approximately $540 million of assets under management as of May 30, 2010.
Roger Ibbotson and Wendy Hu serve as the Funds’ portfolio managers and share responsibilities for the day-to-day management of each Fund’s investment portfolio.
·
|
Roger Ibbotson has served as a member of the portfolio management team of each Fund since its inception. Dr. Ibbotson is the Chairman, Chief Investment Officer and is a member of the Zebra portfolio management team, having served in these roles since the firm was founded in 2001. Dr. Ibbotson has also been a Professor at Yale School of Management since 1984, and is the Founder, Advisor and former Chairman of Ibbotson Associates, now a Morningstar Company with $60 billion under advisement. Dr. Ibbotson serves on numerous boards including Dimensional Fund Advisors’ funds. He received his Bachelor’s degree in mathematics from Purdue University, his M.B.A. from Indiana University, and his Ph.D. from the University of Chicago where he taught from 1974 to 1984, and served as the Executive Director of the Center for Research in Security Prices.
|
·
|
Wendy Hu has served as a member of the portfolio management team of each Fund since its inception. Dr. Hu has been a senior research analyst for Zebra since 2007 and is a member of the Zebra portfolio management team. Dr. Hu is
|
|
currently responsible for researching, designing and implementing Zebra liquidity return strategies based on long-term signals. Dr. Hu received her Ph.D. in Finance from the University of Florida and also developed an expertise in developing datasets, backtesting and designing statistical models. From 2002 to 2007, she was a Graduate and Teaching Assistant at the University of Florida at Gainesville. She earned her M.A. in Finance at Beijing University and a B.A. in International Economics at Nankai University.
|
Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Funds is provided in the Statement of Additional Information.
Section 3Shareholder Information
Valuation of Shares
The price of each Fund’s shares is based on its net asset value (“NAV”) per share. NAV is calculated for each class of the Fund by taking the value of the class’ total assets, including interest or dividends accrued but not yet collected, less all liabilities, and dividing by the total number of shares outstanding for that class. The result, rounded to the nearest cent, is the NAV per share. NAV is determined as of the close of trading (normally 4:00 p.m. Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for business. However, the NAV may be calculated earlier if trading on the NYSE is restricted, or as permitted by the SEC. The value of a Fund’s holdings may change on days that are not business days in the United States and on which you will not be able to purchase or redeem a Fund’s shares. All valuations are subject to review by the Funds’ Board or its delegate.
All purchases and redemptions will be duly processed at the NAV next calculated after your request is received in good order by a Fund or its agents. For Class A shares, the public offering price includes any applicable initial sales charge. For Class A shares and Class C shares, the price you pay to sell shares is also the NAV, however, a contingent deferred sales charge may be taken out of the proceeds. In order to receive a day’s price, your order must be received in good order by a Fund or its agents by the close of the regular trading session of the NYSE. Your financial intermediary may charge you a separate or additional fee for processing purchases and redemptions of shares.
Securities held by the Funds are generally valued at market value. Certain short-term instruments maturing within 60 days or less are valued at amortized cost, which approximates market value. If a market quotation for a security is not readily available or is deemed unreliable, or if an event that is expected to affect the value of the security occurs after the close of the principal exchange or market on which the security is traded, and before the close of the NYSE, a fair value of the security (except for short-term instruments maturing within 60 days or less) will be determined in good faith under policies and procedures established by and under the supervision of the Funds’ Board. Such events include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer-specific development; (ii) an event that may affect an entire market, such as a natural disaster or significant governmental action; (iii) a non-significant event such as a market closing early or not opening, or a security whose trading was halted; and (iv) pricing of a non-valued security and a restricted or non-public security. While fair value pricing may be more commonly used with foreign equity securities, it may also be used with, among other things, thinly-traded domestic securities or fixed-income securities. As a general principle, the current “fair value” of a security is the amount that the owner might reasonably expect to receive for it upon its current sale. The Funds may use a systematic fair valuation model provided by an independent pricing service to value foreign equity
securities in order to adjust for stale pricing, which may occur between the close of certain foreign exchanges and the close of the NYSE.
Due to the subjective nature of fair value pricing, a Fund’s value for a particular security may be different from the last quoted market price. Fair value pricing may reduce arbitrage activity involving the frequent buying and selling of mutual fund shares by investors seeking to take advantage of a perceived lag between a change in the value of a Fund’s portfolio securities and the reflection of such change in that Fund’s NAV, as further described in the “Frequent Trading” section of this Prospectus. While Funds that invest in foreign securities may be at a greater risk for arbitrage activity, such activity may also arise in Funds which do not invest in foreign securities, for example, when trading in a security held by a Fund is halted and does not resume prior to the time the Fund calculates its NAV (referred to as “stale pricing”). Funds that hold thinly-traded securities, such as certain small-capitalization securities, may be subject to attempted use of arbitrage techniques. To the extent that a Fund’s valuation of a security is different from the security’s market value, short-term arbitrage traders buying and/or selling shares of a Fund may dilute the NAV of that Fund, which negatively impacts long-term shareholders. The Funds’ fair value pricing and frequent trading policies and procedures may not completely eliminate short-term trading in certain omnibus accounts and other accounts traded through intermediaries.
The value of the securities of other open-end funds held by a Fund, if any, will be calculated using the NAV of such open-end funds, and the prospectuses for such open-end funds explain the circumstances under which they use fair value pricing and the effects of using fair value pricing.
All purchases, exchanges, redemptions, or other account activity must be processed through your financial intermediary or plan sponsor. Your financial intermediary or plan sponsor is responsible for promptly transmitting purchase, redemption and other requests to the Funds under the arrangements made between your financial intermediary or plan sponsor and its customers. The Funds are not responsible for the failure of any financial intermediary or plan sponsor to carry out its obligations to its customers.
Share Classes
The Funds offer four classes of shares, each representing an interest in the same portfolio but with differing sales charges, fees, eligibility requirements and other features. It is important to consult with your financial intermediary representative for additional information on which classes of shares, if any, are an appropriate investment choice. Certain financial intermediaries may not offer all Funds or all classes of shares. Contact your financial intermediary or refer to your plan documents for instructions on how to purchase, exchange, or redeem shares. The Funds are only available to U.S. citizens or residents.
If your financial intermediary offers more than one class of shares, you should carefully consider which class (or classes) of shares is appropriate for your investments objectives
and needs. Certain classes have higher expenses than others, which may lower the return on your investment. For further details, please see the Statement of Additional Information.
Class A Shares
Class A shares are generally offered through financial intermediary platforms including, but not limited to, traditional brokerage platforms, mutual fund wrap fee programs, bank trust platforms and retirement platforms. Class A shares may be offered without an initial sales charge through certain retirement platforms and through certain financial intermediary platforms. Shares are traditionally offered without an initial sales charge to fee-based broker-dealers or financial advisors, primarily on their wrap account platforms where such broker-dealers or financial advisors impose additional fees for services connected to the wrap account. Class A shares allow for payment of up to 0.25% of net assets to financial intermediaries for providing distribution or other shareholder services to their clients. In addition, Class A shares allow for payment to financial intermediaries for providing administrative services, including recordkeeping, subaccounting, order processing for omnibus or networked accounts, or other shareholder services provided on behalf of their clients.
The Class A shares sales charges are as follows:
Initial sales charge on purchases
|
Up to 5.75%*
· Reduction for purchases of $50,000 or more
· Waived for purchases of $1 million or more
|
Deferred sales charge (“CDSC”)
|
None except on certain redemptions of shares purchased without an initial sales charge*
|
Minimum initial investment
|
$2,500
|
Maximum purchase
|
None
|
Minimum aggregate account balance
|
None
|
12b-1 fee
|
Up to 0.25% annual shareholder servicing fee
|
*
|
May be waived under certain circumstances.
|
Class C Shares
Class C shares are not currently available for purchase. Class C shares will generally be offered through financial intermediary platforms including, but not limited to, traditional brokerage platforms, mutual fund wrap fee programs, bank trust platforms and retirement platforms. Class C shares allow for the payment of up to 0.75% of net assets to financial intermediaries for the provision of distribution services and up to 0.25% of net assets for the provision of shareholder services on behalf of their clients. Class C shares also allow for the payment of fees to financial intermediaries for providing administrative services, including recordkeeping, subaccounting, order processing for omnibus or networked accounts, or other shareholder services provided on behalf of their clients.
The Class C shares sales charges are as follows:
Initial sales charge on purchases
|
None
|
Deferred sales charge (“CDSC”)
|
1.00% on shares redeemed within 18 months of purchase*
|
Minimum initial investment
|
$2,500
|
Maximum purchase
|
$500,000
|
Minimum aggregate account balance
|
None
|
12b-1 fee
|
1.00% annual fee (up to 0.75% distribution fee and up to 0.25% shareholder servicing fee); higher annual operating expenses than Class A shares because of higher 12b-1 fee
|
*
|
May be waived under certain circumstances.
|
Class P Shares
Class P shares are not currently available for purchase. Class P shares will be available through certain financial intermediary platforms including, but not limited to, mutual fund wrap fee programs, managed account programs, asset allocation programs, bank trust platforms and certain retirement platforms. For financial intermediaries who operate supermarket platforms, Class P shares may be available through such platforms pursuant to an agreement between the intermediary and Destra. Class P shares allow for payment of up to 0.25% of net assets to financial intermediaries for providing distribution and other shareholder services to their clients. Class P shares also allow for the payment of fees to financial intermediaries for providing administrative services, including recordkeeping, subaccounting, order processing for omnibus or networked accounts, or other shareholder services provided on behalf of their clients.
Class I Shares
Class I shares are (available only to investors listed below). The following investors may purchase Class I shares if approved by Destra:
·
|
qualified retirement plans that are clients of third-party administrators that have entered into agreements with Destra and offer institutional share class pricing (no sales charge or 12b-1 fee);
|
·
|
bank trust departments and trust companies that have entered into agreements with Destra and offer institutional share class pricing to their clients (if another retirement plan of the sponsor is eligible to purchase Class I shares);
|
·
|
college savings plans that qualify for tax-exempt treatment under Section 529 of the Internal Revenue Code;
|
·
|
other Destra investment products;
|
·
|
investors purchasing shares through an asset-based fee program which regularly offers institutional share classes and which is sponsored by a registered broker-dealer or other financial institution that has entered into an agreement with Destra;
|
·
|
clients of a financial representative who are charged a fee for consulting or similar services;
|
·
|
corporations, endowments, and foundations that have entered into an arrangement with Destra; and
|
·
|
fee-paying clients of a registered investment advisor (RIA) who initially invests for clients an aggregate of at least $100,000 in Destra funds through a fund “supermarket” or other mutual fund trading platform sponsored by a broker-dealer or trust company of which the RIA is not an affiliated or associated person and which has entered into an agreement with Destra.
|
Trust companies or bank trust departments that purchased Class I shares for trust accounts may transfer them to the beneficiaries of the trust accounts, who may continue to hold them or exchange them for Class I shares of other Destra funds. Class I shares allow for the payment of fees to financial intermediaries for providing administrative services, including recordkeeping, subaccounting, order processing for omnibus or networked accounts, or other shareholder services provided on behalf of their clients.
Distribution, Servicing and Administrative Fees
Distribution and Shareholder Servicing Plans
In accordance with Rule 12b-1 of the Investment Company Act of 1940, as amended, the Funds have adopted shareholder servicing plans for Class A shares, Class C shares and Class P shares (the “Class A Plan,” “Class C Plan” and “Class P Plan,” respectively, or collectively the “Plans”). Under the Plans, the Funds may pay Destra Investments LLC (“Destra Investments”), the Funds’ distributor, a fee for the sale and distribution and/or shareholder servicing of Class A shares, Class C shares and Class P shares based on average daily net assets of each, up to the following annual rates:
Class
|
Maximum annual 12b-1 Fee for the Funds
|
Class A shares
|
0.25%
|
Class C shares
|
1.00% *
|
Class P shares
|
0.25%
|
*
|
Up to 0.75% of this fee is for distribution services and up to 0.25% of this fee is for shareholder services.
|
Under the terms of the Plans, the Funds are authorized to make payments to Destra Investments for remittance to retirement plan service providers, broker-dealers, bank trust departments, financial advisors and other financial intermediaries, as compensation for
distribution and/or shareholder services performed by such entities for their customers who are investors in the Funds.
Such financial intermediaries may from time to time be required to meet certain criteria in order to be eligible receive 12b-1 fees. Under the adopted Class C Plan, Destra Investments is entitled to retain all fees paid for the first 12 months on any investment in Class C shares in order to recoup prior expenses incurred with respect to the payment of commissions on sales of Class C shares. Accordingly, financial intermediaries will become eligible for compensation under the Class C Plan beginning in the 13th month following the purchase of Class C shares. Notwithstanding Destra Investment’s right to retain these fees, it may, pursuant to a written agreement between Destra Investments and a particular financial intermediary, pay such financial intermediary 12b-1 fees prior to the 13th month following the purchase of Class C shares. Destra Investments is entitled to retain some or all fees payable under the Plans in certain circumstances, including when there is no broker of record or when certain qualification standards have not been met by the broker of record. Because 12b-1 fees are paid out of the Funds’ assets on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.
Administrative Fees
For Class A shares, Class C shares, Class P shares and Class I shares, certain intermediaries pursuant to an agreement with the Funds or their service providers may charge administrative fees for certain services such as recordkeeping, subaccounting, order processing for omnibus or networked accounts or other shareholder services provided by intermediaries on behalf of the shareholders of the Funds. Order processing which may be subject to such administrative fees includes the submission of transactions through the National Securities Clearing Corporation (“NSCC”) or similar systems, as well as those processed on a manual basis. Because the form and amount charged varies by intermediary, the amount of the administrative fees borne by the class is an average of all fees charged by applicable intermediaries. In the event an intermediary receiving payments from Destra Investments on behalf of the Funds converts from a networking structure to an omnibus account structure, or otherwise experiences increased costs, fees borne by the shares of the Funds may increase.
The Funds anticipate that the operating expenses for the Class P shares will be in excess of the operating expenses for the other share classes due to the services provided to the Class P shares that are not provided to the other share classes. Accordingly, the Funds may pay an annual administrative fee for Class P shares for certain administrative services, including but not limited to retirement platform fees or other shareholder services provided by intermediaries on behalf of the shareholders of the Funds. These administrative fees are paid by the shares of the Funds to Destra Investments, who then reimburses eligible intermediaries.
Purchases
Generally, purchases of Class A shares and Class C shares may only be made through institutional channels such as financial intermediaries and retirement platforms. Purchases of Class P shares may be made only through financial intermediaries. Generally, purchases of Class I shares may only be made through financial intermediaries and by certain institutional investors. Contact your financial intermediary or refer to your plan documents for information on how to invest in each Fund, including additional information on minimum initial or subsequent investment requirements. Your financial intermediary may charge you a separate or additional fee for processing purchases of shares. The Funds have only authorized certain financial intermediaries to receive purchase orders on the Funds’ behalf. As discussed under “Payments to Financial Intermediaries,” Destra and its affiliates, pursuant to agreements with certain intermediaries, may pay commissions or fees to those intermediaries for their role in the attraction and retention of shareholders to the Funds. When considering Fund recommendations made by these intermediaries, you should consider such arrangements.
Because the Funds are not intended for frequent trading, each Fund reserves the right to reject any purchase order, including exchange purchases, for any reason. For more information about the Funds’ policy on frequent trading, refer to “Frequent Trading.”
In compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”), your financial intermediary is required to verify certain information on your account application as part of its Anti-Money Laundering Program. In addition to your full name, and date of birth, you will be required to provide your social security number and permanent street address to assist in verifying your identity. Some financial intermediaries may also require that you provide other documents that help to establish your identity. Until verification of your identity is made, your financial intermediary may temporarily limit additional share purchases or even close an account if they are unable to verify a shareholder’s identity. Please contact your financial intermediary if you need assistance when completing your application or would like to receive additional information regarding the USA PATRIOT Act or the intermediary’s Anti-Money Laundering Program.
Minimum and Maximum Investment Requirements
There is a $2,500 minimum investment requirement per Fund account for the purchase of Class A shares, Class C shares and Class P shares; however, certain tax-deferred retirement accounts or UGMA/UTMA accounts are subject to a $500 minimum. Investors in a defined contribution plan through a third party administrator should refer to their plan document or contact their plan administrator for additional information. Accounts which are a part of certain wrap programs may not be subject to these minimums. Investors should refer to their intermediary for additional information.
There is a $1 million minimum investment requirement for institutional investors purchasing Class I shares. Institutional investors generally may meet the minimum investment amount by aggregating multiple accounts within the same Fund. Accounts offered through an intermediary institution must meet the minimum investment requirements of $500 for tax-deferred accounts and $2,500 for other account types. Directors, officers and employees of Destra and its affiliates, as well as Trustees and officers of the Funds, may purchase Class I shares through certain financial intermediaries’ institutional platforms. For more information about this program and eligibility requirements, please contact a Destra representative at (877) 287-9646. There may be exceptions to these minimums for certain tax-deferred, tax-qualified and retirement plans and accounts held through wrap programs. For additional information, contact your intermediary, plan sponsor, administrator or a Destra representative.
If your Fund account is valued at less than $100, other than as a result solely of depreciation in share value, the applicable Fund may request that your financial intermediary close your account. Each Fund reserves the right to make such a request annually, however, certain accounts held through intermediaries may not be subject to closure due to the policies of the intermediaries. You may receive written notice from your intermediary to increase your account balance to the required minimum to avoid having your account closed. You may receive written notice prior to the closure of your Fund account so that you may increase your account balance to the required minimum. Please note that you may incur a tax liability as a result of a redemption upon closure of your account.
There is a $500,000 maximum on any single purchase of Class C shares. For investors who wish to purchase more than $500,000 worth of shares, the sales charge and expense structure of Class A shares may be more advantageous.
Each Fund reserves the right to change the amount of these minimums or maximums from time to time or to waive them in whole or in part.
Periodic Purchase Plan
You may arrange for periodic purchases by authorizing your financial intermediary to debit the amount of your investment from your bank account on a day or days you specify. Contact your financial intermediary or a Destra representative, if applicable, for details. Not all financial intermediaries offer this plan.
Initial Sales Charge
Class A Shares
The initial sales charge imposed on the purchase of Class A shares is based on the amount invested, as set forth in the table below. The proceeds of any applicable sales charge are allocated between Destra Investments and your financial intermediary. The table below sets forth the amount of the applicable sales charge as a percentage of
offering price and net amount invested. The dollar amount of your initial sales charge is calculated as the difference between the public offering price and the net asset value of those shares. Since the offering price is calculated to two decimal places using standard rounding criteria, the number of shares purchased and the dollar amount of your sales charge as a percentage of the offering price and of your net investment may be higher or lower than the amounts set forth in the table depending on whether there was a downward or upward rounding.
|
Class A Shares Sales Charge as a Percentage of:
|
|
Amount of Purchase at Offering Price
|
Offering
Price(1)
|
Net Amount
Invested
|
Amount of Sales
Charge Reallowed
to Financial
Intermediaries as a
Percentage of Offering
Price
|
Under $50,000
|
5.75%
|
6.10%
|
5.00%
|
$50,000 but under $100,000
|
4.50%
|
4.71%
|
3.75%
|
$100,000 but under $250,000
|
3.50%
|
3.63%
|
2.75%
|
$250,000 but under $500,000
|
2.50%
|
2.56%
|
2.00%
|
$500,000 but under $1,000,000
|
2.00%
|
2.04%
|
1.60%
|
$1,000,000 and above
|
None(2)
|
None
|
None(3)
|
|
(1) Offering Price includes the initial sales charge.
|
|
(2) A contingent deferred sales charge of 1.00% may apply to Class A shares purchased without an initial sales charge if redeemed within 18 months of purchase.
|
|
(3) Destra Investments may pay financial intermediaries commissions on purchases of Class A shares as follows:
|
·
|
1.00% on amounts from $1,000,000 to $4,000,000;
|
·
|
plus 0.50% on amounts greater than $4,000,000 to $10,000,000;
|
·
|
plus 0.25% on amounts over $10,000,000.
|
The purchase totals eligible for these commissions are aggregated on a rolling one year basis so that the rate payable resets to the highest rate annually.
Qualifying for a Reduction or Waiver of Class A Shares Sales Charge
You may be able to lower or eliminate your sales charge on Class A shares under certain circumstances. For example, when purchasing new Class A or Class C shares, you can combine Class A shares and Class C shares you already own (either in these Funds or certain other Destra funds) with your current purchase to take advantage of the breakpoints in the sales charge schedule as set forth above. The circumstances under which you may combine such ownership of shares and purchases are described below. If you would like more information on aggregating shares to take advantage of the breakpoints, please contact your financial intermediary.
Class A shares of the Funds may be purchased without an initial sales charge by the following persons (and their spouses and children under 21 years of age): (i) registered
representatives and other employees of intermediaries that have selling agreements with Destra Investments to sell Class A shares; (ii) directors, officers and employees of Destra Capital Management LLC and its affiliates; and (iii) Trustees and officers of the Funds. Additionally, certain financial intermediaries have entered into an agreement with Destra Investments that allows the waiver of the initial sales charge on purchases of Class A shares. In order to obtain a sales charge discount, you should inform your financial intermediary of other accounts in which there are Fund holdings eligible to be aggregated to meet a sales charge breakpoint. These other accounts may include the accounts described under “Aggregating Accounts.” It is possible that your financial intermediary will require documentation, such as an account statement, to prove that the accounts are eligible for aggregation. The Letter of Intent described below requires historical cost information in certain circumstances. You should retain records necessary to show the price you paid to purchase Fund shares, as the Funds, their agents, or your financial intermediary may not retain this information.
Right of Accumulation. You may purchase Class A shares of a Fund at a reduced sales charge determined by aggregating the dollar amount of the new purchase (measured by the offering price) and the total prior day’s net asset value (net amount invested) of all eligible shares (as set forth herein) and applying the sales charge applicable to such aggregate amount. Shares eligible for aggregation include Class A shares of the Fund and of certain other classes (Class A shares and Class C shares) of Destra funds then held by you, or held in accounts identified under “Aggregating Accounts.” In order for your purchases and holdings to be aggregated for purposes of qualifying for such discount, they must have been made through one financial intermediary and you must provide sufficient information to your financial intermediary at the time of initial purchase of shares that qualify for the right of accumulation to permit verification that the purchase qualifies for the reduced sales charge. The right of accumulation is subject to modification or discontinuance at any time with respect to all shares purchased thereafter.
Letter of Intent. You can also reduce the sales charge on the purchase of Class A shares by signing a Letter of Intent indicating your intention to purchase $50,000 or more of Class A shares (including Class A shares in other series of the Destra funds) over a 13-month period. The term of the Letter of Intent will commence upon the date you sign the Letter. In order to apply purchases towards the intended amount, you must refer to such Letter when placing all orders.
When calculating the applicable sales charge to a purchase pursuant to a Letter of Intent, the amount of investment for purposes of applying the sales load schedule includes: (i) the historical cost (what you actually paid for the shares at the time of purchase, including any sales charges) of all Class A shares acquired during the term of the Letter of Intent; minus (ii) the value of any redemptions of Class A shares made during the term of the Letter of Intent. Each investment made during the period receives the reduced sales charge applicable to the total amount of the investment goal. A portion of shares purchased may be held in escrow to pay for any applicable sales charge. If the goal is not achieved within the period, you must pay the difference between the sales charges applicable to the purchases made and the charges previously paid, or an appropriate
number of escrowed shares will be redeemed. Please contact your financial intermediary to obtain a Letter of Intent application.
Aggregating Accounts. In calculating the applicable breakpoint and sales charge on large purchases or those made through the exercise of a Letter of Intent or right of accumulation, investments made by you (and your spouse and children under age 21) on any given day may be aggregated if made for your own account(s) and/or certain other accounts such as: trust accounts established by the above individuals (or the accounts of the primary beneficiary of the trust if the person who established the trust is deceased); solely controlled business accounts; and single participant retirement plans.
To receive a reduced sales charge under the right of accumulation or a Letter of Intent, you must notify your financial intermediary of any eligible accounts that you, your spouse and your children under age 21 have at the time of your purchase.
You may access information regarding sales loads, breakpoint discounts and purchases of the Funds’ shares, free of charge, and in a clear and prominent format, on our website at destracapital.com, and by following the appropriate hyperlinks to the specific information.
Commission on Class C Shares
Destra Investments may pay to your financial intermediary a commission rate of 1.00% of the net asset value of the Class C shares purchased. Service providers to qualified plans will not be eligible to receive this commission if they receive 12b-1 fees from the time of initial investment of qualified plan assets in Class C shares.
Exchanges
Contact your financial intermediary (the Funds’ transfer agent at (877) 287-9646 for Class I shares) or consult your plan documents for information on exchanging into other funds in the Destra family of funds. As with any investment, be sure to read the prospectus of the fund into which you are exchanging. An exchange from one fund to another is generally a taxable transaction (except for certain tax-deferred accounts). Exchanges are subject to the following conditions:
·
|
You may generally exchange shares of a Fund for shares of the same class of any other fund in the Destra family of funds offered through your financial intermediary or qualified plan.
|
·
|
You must meet the minimum investment amount for each Fund.
|
·
|
Each Fund reserves the right to reject any exchange request and to modify or terminate the exchange privilege at any time.
|
·
|
For Class P shares and Class I shares, an exchange of shares from each Fund held for 90 days or less may be subject to the Funds’ redemption fee. For more information on redemption fees, including a discussion of the circumstances in which the redemption fee may not apply, refer to “Redemption Fee.”
|
·
|
The exchange privilege is not intended as a vehicle for short-term or frequent trading. A Fund may suspend or terminate your exchange privilege if you make more than one round trip in the Fund in a 30-day period and may bar future purchases in the Fund or other Destra funds. The Funds will work with intermediaries to apply the Funds’ exchange limit. However, the Funds may not always have the ability to monitor or enforce the trading activity in such accounts. For more information about the Funds’ policy on frequent trading, refer to “Frequent Trading.”
|
Waiver of Sales Charges
The sales charge will be waived on any Class A shares received through an exchange of Class A shares of another fund of the Destra family of funds. Class A shares or Class C shares received through an exchange of Class A shares or Class C shares, respectively, of another fund of the Destra family of funds will not be subject to any applicable CDSC at the time of the exchange. Any CDSC applicable to redemptions of Class A shares or Class C shares will continue to be measured on the shares received by exchange from the date of your original purchase. For more information about the CDSC, please refer to “Redemptions.” Unlike Class A shares, Class C shares do not have any front-end sales charges; however, their higher annual operating expenses mean that over time, you could end up paying more than the equivalent of the maximum allowable front-end sales charge.
Redemptions
Generally, redemptions may only be effected only through financial intermediaries, retirement platforms and certain institutional investors, as applicable and describe above. It is possible that your financial intermediary charges a processing or service fee in connection with the redemption of shares. Contact your financial intermediary or refer to the appropriate plan documents for details.
Shares of each Fund are redeemable on any business day on which the Fund’s NAV is calculated. Redemptions are duly processed at the NAV next calculated after receipt of the redemption order by a Fund or its agents. Redemption proceeds, less any applicable CDSC for Class A shares or Class C shares or any applicable redemption fee for Class P shares and Class I shares, will normally be seven calendar days following receipt of the redemption order.
Each Fund reserves the right to postpone payment of redemption proceeds for up to seven (7) calendar days. Additionally, the right to require the Funds to redeem their shares may be suspended, or the date of payment may be postponed beyond seven calendar days, whenever: (i) trading on the NYSE is restricted, as determined by the SEC, or the NYSE is closed (except for holidays and weekends); (ii) the SEC permits such suspension and so orders; or (iii) an emergency exists as determined by the SEC so that disposal of securities or determination of NAV is not reasonably practicable.
If your Fund account is valued at less than $100, other than as a result solely of depreciation in share value, the applicable Fund may request that your financial intermediary close your account. Each Fund reserves the right to make such a request annually, however, certain accounts held through intermediaries may not be subject to closure due to the policies of the intermediaries. You may receive written notice from your intermediary to increase your account balance to the required minimum to avoid having your account closed. You may receive written notice prior to the closure of your Fund account so that you may increase your account balance to the required minimum. Please note that you may incur a tax liability as a result of a redemption upon closure of your account.
Redemptions In-Kind
Shares normally will be redeemed for cash, although each Fund retains the right to redeem some or all of its shares in-kind under unusual circumstances, in order to protect the interests of remaining shareholders, to accommodate a request by a particular shareholder that does not adversely affect the interests of the remaining shareholders, or in connection with the liquidation of a Fund, by delivery of securities selected from its assets at its discretion. However, each Fund is required to redeem shares solely for cash up to the lesser of $250,000 or 1% of the NAV of that Fund during any 90-day period for any one shareholder. Should redemptions by any shareholder exceed such limitation, a Fund will have the option of redeeming the excess in cash or in-kind. In-kind payment means payment will be made in portfolio securities rather than cash. If this occurs, the redeeming shareholder might incur brokerage or other transaction costs to convert the securities to cash.
Periodic Withdrawal Plan
You may arrange for periodic redemptions by authorizing your financial intermediary to redeem a specified amount from your account on a day or days you specify. Any resulting CDSC for Class A shares or Class C shares may be waived through financial intermediaries that have entered into an applicable agreement with Destra Investments. The maximum annual rate at which shares subject to a CDSC may be redeemed, pursuant to a systematic withdrawal plan, without paying a CDSC, is 12% of the net asset value of the account. Certain other terms and conditions, including minimum amounts, may apply. Contact your financial intermediary, or a Destra representative for Class I shares, for details. Not all financial intermediaries offer this plan.
Class A Shares and Class C Shares CDSC
A 1.00% CDSC may be deducted with respect to Class A shares purchased without an initial sales charge if redeemed within 18 months of purchase, unless any of the listed CDSC waivers apply. A 1.00% CDSC will be deducted with respect to Class C shares redeemed within 18 months of purchase, unless a CDSC waiver applies. The CDSC will be based on the lower of the original purchase price or the value of the redemption of the Class A shares or Class C shares redeemed, as applicable.
CDSC Waivers
There are certain cases in which you may be exempt from a CDSC charged to Class A shares and Class C shares. Among others, these include:
·
|
Upon the death or disability of an account owner;
|
·
|
Retirement plans and certain other accounts held through a financial intermediary that has entered into an agreement with Destra Investments to waive CDSCs for such accounts;
|
·
|
Retirement plan shareholders taking required minimum distributions;
|
·
|
The redemption of Class A shares or Class C shares acquired through reinvestment of Fund dividends or distributions;
|
·
|
The portion of the redemption representing appreciation as a result of an increase in NAV above the total amount of payments for Class A shares or Class C shares during the period during which the CDSC applied; or
|
·
|
If a Fund chooses to liquidate or involuntarily redeem shares in your account.
|
To keep the CDSC as low as possible, Class A shares or Class C shares not subject to any CDSC will be redeemed first, followed by shares held longest.
Class A Shares Reinstatement Privilege
After you have redeemed Class A shares, you have a one-time right to reinvest the proceeds within 90 days of the redemption date at the current NAV (without an initial sales charge). You will not be reimbursed for any CDSC paid on your redemption of Class A shares.
Class P Shares and Class I Shares Redemption Fee
Redemptions (and exchanges) of Class P shares and Class I shares from a Fund held for 90 days or less may be subject to a Fund’s redemption fee equaling 2.00% of the net asset value of redemption proceeds. This fee is paid directly to the Fund rather than to Destra and is designed to deter excessive short-term trading and to offset the brokerage commissions, market impact and other costs associated with changes in the Fund’s asset level and cash flow due to short-term money movements in and out of the Fund.
Certain intermediaries have agreed to charge the Funds’ redemption fee on their customers’ accounts. In this case, the amount of the fee and the holding period will generally be consistent with the Funds’. However, due to operational requirements, the intermediaries’ methods for tracking and calculating the fee may differ in some respects from the Funds’.
The redemption fee does not apply to certain types of accounts held through intermediaries, including: (i) certain employer-sponsored retirement plans; (ii) certain broker wrap fee and other fee-based programs; (iii) certain omnibus accounts where the omnibus account holder does not have the operational capability to impose a redemption fee on its underlying customers’ accounts; and (iv) certain intermediaries that do not have
or report to the Funds sufficient information to impose a redemption fee on their customers’ accounts.
In addition, the redemption fee does not apply to: (i) premature distributions from retirement accounts that are exempt from IRS penalty due to the disability of or medical expenses incurred by the shareholder; (ii) required minimum distributions from retirement accounts; (iii) return of excess contributions in retirement accounts; (iv) redemptions resulting in the settlement of an estate due to the death of the shareholder; (v) redemptions through an automated systematic withdrawal or exchange plan; (vi) redemptions by participants of an employer-sponsored automatic enrollment 401(k) plan who properly elect a refund of contributions within 90 days of being automatically enrolled in such plan; (vii) involuntary redemptions imposed by Destra; and (viii) reinvested distributions (dividends and capital gains). For same-fund share class exchanges, no redemption fee will be applied based on the exchange transaction. However, to the extent an intermediary is applying a redemption fee, the redemption fee will be imposed on a subsequent underlying shareholder-initiated sale of shares after the exchange. When cooperation from a financial intermediary is necessary to impose a redemption fee on its customers’ accounts, different or additional exemptions may be applied by the financial intermediary. Redemption fees may be waived under certain circumstances involving involuntary redemptions imposed by intermediaries. Contact your financial intermediary, a Destra representative at (877) 287-9646 for Class I shares, or refer to your plan documents for more information on whether the redemption fee is applied to your shares.
In addition to the circumstances previously noted, each Fund reserves the right to waive the redemption fee at its discretion where it believes such waiver is in the best interests of the Fund, including but not limited to when it determines that imposition of the redemption fee is not necessary to protect the Fund from the effects of short-term trading. In addition, each Fund reserves the right to modify or eliminate the redemption fee or waivers at any time. If there is a material change to the Funds’ redemption fee, the Funds will notify you at least 60 days prior to the effective date of the change.
Section 4General Information
Distributions
In order to avoid taxation of the Funds, the Internal Revenue Code requires each Fund to distribute all or substantially all of its net investment income and any net capital gains realized on its investments at least annually. A Fund’s income from certain dividends, interest and any net realized short-term capital gains are paid to shareholders as ordinary income dividends. Certain dividend income may be reported to shareholders as “qualified dividend income,” which is generally subject to reduced rates of taxation. Net realized long-term capital gains are paid to shareholders as capital gains distributions, regardless of how long shares of the Fund have been held. Distributions are made at the class level, so they may vary from class to class within a single Fund.
Distribution Schedule
Dividends from net investment income and distributions of capital gains are normally declared and distributed in December but, if necessary, may be distributed at other times as well. The date you receive your distribution may vary depending on how your intermediary processes trades. Please consult your intermediary for details.
How Distributions Affect a Fund’s NAV
Distributions are paid to shareholders as of the record date of a distribution of a Fund, regardless of how long the shares have been held. Dividends and net capital gains that have not yet been distributed are included in each Fund’s daily NAV. The share price of a Fund drops by the amount of the distribution, net of any subsequent market fluctuations. For example, assume that on December 31, a Fund declared a dividend in the amount of $0.25 per share. If the Fund’s share price was $10.00 on December 30, the Fund’s share price on December 31 would be $9.75, barring market fluctuations. You should be aware that distributions from a taxable mutual fund do not increase the value of your investment and may create income tax obligations.
Taxes
As with any investment, you should consider the tax consequences of investing in the Funds. Any tax liabilities generated by your transactions are your responsibility and not the Funds’ or the intermediaries.’ The following discussion does not apply to qualified tax-deferred accounts or other non-taxable entities, nor is it a complete analysis of the federal income tax implications of investing in the Funds. You should consult your tax adviser if you have any questions. Additionally, state or local taxes may apply to your investment, depending upon the laws of your state of residence.
Non-U.S. Income Tax Considerations
Investment income that the Funds receive from their non-U.S. investments may be subject to non-U.S. income taxes, which generally will reduce Fund distributions. However, the United States has entered into tax treaties with many non-U.S. countries that may entitle you to certain tax benefits.
Taxes and Tax Reporting
The Funds will make distributions that may be taxed as ordinary income (which may be taxable at different rates, depending on the sources of the distributions) or capital gains (which may be taxable at different rates, depending on the length of time a Fund holds its assets). Dividends from a Fund’s long-term capital gains are generally taxable as capital gains, while dividends from short-term capital gains and net investment income are generally taxable as ordinary income. However, certain ordinary income distributions received from a Fund that are determined to be qualified dividend income may be taxed at tax rates equal to those applicable to long-term capital gains. The tax you pay on a given capital gains distribution depends generally on how long a Fund has held the portfolio securities it sold. It does not depend on how long you have owned your Fund shares. Dividends generally do not qualify for a dividends received deduction if you are a corporate shareholder.
Early in each year, you will receive a statement detailing the amount and nature of all dividends and capital gains that you were paid during the prior year. If you hold your investment at the firm where you purchased your Fund shares, you will receive the statement from that firm. If you hold your shares directly with a Fund, the Funds’ transfer agent will send you the statement on the Fund’s behalf. The tax status of your dividends is the same whether you reinvest your dividends or elect to receive them in cash. The sale of shares in your account may produce a gain or loss, and is a taxable event. For tax purposes, an exchange of shares between Destra funds is generally the same as a sale.
Please note that if you do not furnish your Fund with your correct Social Security number or employer identification number, federal law requires the Fund to withhold federal income tax from your distributions and redemption proceeds at the then current rate.
Please consult the statement of additional information and your tax advisor for more information about taxes.
Buying or Selling Shares Close to a Record Date
Buying fund shares shortly before the record date for a taxable dividend is commonly known as “buying the dividend.” The entire dividend may be taxable to you even though a portion of the dividend effectively represents a return of your purchase price.
Foreign Tax Credit
A regulated investment company more than 50% of the value of whose assets consists of stock or securities in foreign corporations at the close of the taxable year may, for such taxable year, pass the regulated investment company’s foreign tax credits through to its investors.
Payments to Financial Intermediaries
From its own assets, Destra or its affiliates may pay selected brokerage firms or other financial intermediaries that sell shares of the Destra funds for distribution, marketing, promotional, or related services. Such payments may be based on gross sales, assets under management, or transactional charges, or on a combination of these factors. The amount of these payments is determined from time to time by Destra, may be substantial and may differ for different financial intermediaries. Payments based primarily on sales create an incentive to make new sales of shares, while payments based on assets create an incentive to retain previously sold shares.
Payments based on transactional charges may include the payment or reimbursement of all or a portion of “ticket charges.” Ticket charges are fees charged to salespersons purchasing through a financial intermediary firm in connection with mutual fund purchases, redemptions, or exchanges. The payment or reimbursement of ticket charges creates an incentive for salespersons of an intermediary to sell shares of Destra funds over shares of funds for which there is lesser or no payment or reimbursement of any applicable ticket charge. Destra and its affiliates consider a number of factors in making payments to financial intermediaries, including the distribution capabilities of the intermediary, the overall quality of the relationship, expected gross and/or net sales generated by the relationship, redemption and retention rates of assets held through the intermediary, the willingness of the intermediary to cooperate with Destra’s marketing efforts, access to sales personnel and the anticipated profitability of sales through the institutional relationship. These factors may change from time to time. Broker-dealer firms currently receiving or expected to receive these fees are listed in the Statement of Additional Information.
In addition, for all shares, Destra Investments or their affiliates may pay fees, from their own assets, to brokerage firms, banks, financial advisors, retirement plan service providers and other financial intermediaries for providing other marketing or distribution-related services. Destra Investments may also pay fees, from their own assets, for recordkeeping, subaccounting, transaction processing and other shareholder or administrative services (including payments for processing transactions via National Securities Clearing Corporation or other means) in connection with investments in the Destra funds. These fees are in addition to any fees that may be paid by the Destra funds for these types of services or other services.
Destra or its affiliates may also share certain marketing expenses with intermediaries, or pay for or sponsor informational meetings, seminars, client awareness events, support for
marketing materials, sales reporting or business building programs for such intermediaries to raise awareness of the Funds. Such payments may be in addition to, or in lieu of, sales-based, asset-based and transaction-based payments. These payments are intended to promote the sales of Destra funds and to reimburse financial intermediaries, directly or indirectly, for the costs that they or their salespersons incur in connection with educational seminars, meetings and training efforts about the Destra funds to enable the intermediaries and their salespersons to make suitable recommendations, provide useful services and maintain the necessary infrastructure to make the Destra funds available to their customers.
The receipt of (or prospect of receiving) sales-, asset- and/or transaction-based payments or reimbursements and other forms of compensation described above may provide a financial intermediary and its salespersons with an incentive to favor sales of Destra funds’ shares over sales of other mutual funds (or non-mutual fund investments) or to favor sales of one class of Destra funds’ shares over sales of another of Destra funds’ share class. The receipt of these payments may cause certain financial intermediaries to elevate the prominence of the Destra funds within such financial intermediary’s organization by, for example, placement on a list of preferred or recommended funds and/or the provision of preferential or enhanced opportunities to promote the Destra funds in various ways within such financial intermediary’s organization.
The payment arrangements described above will not change the price an investor pays for shares nor the amount that a Destra fund receives to invest on behalf of the investor. You should consider whether such arrangements exist when evaluating any recommendations from an intermediary to purchase or sell shares of the Funds and when considering which share class of a Fund is most appropriate for you. Please contact your financial intermediary or plan sponsor for details on such arrangements.
Availability of Portfolio Holdings Information
The Disclosure of Portfolio Holdings Policies and Procedures adopted by Destra and all mutual funds managed within the Destra fund complex are designed to be in the best interests of the Funds and to protect the confidentiality of the Funds’ portfolio holdings. The following describes policies and procedures with respect to the disclosure of portfolio holdings.
·
|
Full Holdings. Each Fund is required to disclose its complete holdings in the quarterly holdings report on Form N-Q within 60 days of the end of each fiscal quarter, and in the annual report and semiannual report to Fund shareholders. These reports (i) are available on the SEC’s website at http://www.sec.gov; (ii) may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. (information on the Public Reference Room may be obtained by calling 1-800-SEC-0330); and (iii) are available without charge, upon request, by calling a Destra representative at (877) 287-9646 (toll free). Portfolio holdings (excluding cash investments, derivatives, short positions and other investment positions), consisting of at least the names of the holdings, are generally available on a
|
|
calendar quarter-end basis with a 30-day lag. Holdings are generally posted approximately two business days thereafter at destracapital.com.
|
·
|
Top Holdings. Each Fund’s top portfolio holdings or entire portfolio, in order of position size and as a percentage of a Fund’s entire portfolio, are available monthly with a 30-day lag and on a calendar quarter-end basis with a 30-day lag.
|
·
|
Other Information. Each Fund may occasionally provide security breakdowns (e.g., industry, sector, regional, market capitalization and asset allocation), top performance contributors/detractors and specific portfolio level performance attribution information and statistics monthly with a 30-day lag and on a calendar quarter-end basis with a 30-day lag.
|
Full portfolio holdings will remain available on the Destra website at least until a Form N-CSR or Form N-Q is filed with the SEC for the period that includes the date as of which the website information is current. Funds disclose their short positions, if applicable, only to the extent required in regulatory reports. Destra may exclude from publication all or any portion of portfolio holdings or change the time periods of disclosure as deemed necessary to protect the interests of the Destra funds. Under extraordinary circumstances, exceptions to the Disclosure of Portfolio Holdings Policies and Procedures may be made by Destra’s Chief Investment Officer(s) or their delegates. Such exceptions may be made without prior notice to shareholders. A summary of the Funds’ portfolio holdings disclosure policies and procedures, which includes a discussion of any exceptions, is contained in the Funds’ Statement of Additional Information.
Frequent Trading
Frequent Trading Policies and Procedures
The Board has adopted policies and procedures with respect to short-term and frequent trading of Fund shares (“frequent trading”). The Funds are intended exclusively for long-term investment and will take reasonable steps to attempt to detect and deter short-term and frequent trading. Transactions placed in violation of the Funds’ exchange limits or frequent trading policies may be cancelled or revoked by the Fund by the next business day following receipt by the Fund. In enforcing these policies and procedures, the trading history of accounts determined to be under common ownership or control within any of the Destra funds may be considered. As described below, however, the Funds may not be able to identify all instances of frequent trading or completely eliminate the possibility of frequent trading. In particular, it may be difficult to identify frequent trading in certain omnibus accounts and other accounts traded through intermediaries. By their nature, omnibus accounts, in which purchases and redemptions of the Funds’ shares by multiple investors are aggregated by the intermediary and presented to the Funds on a net basis, may effectively conceal the identity of individual investors and their transactions from the Funds and their agents. This makes the elimination of frequent trading in the accounts impractical without the assistance of the intermediary.
Among other safeguards, the Funds attempt to deter frequent trading through the following methods:
·
|
exchange limitations as described under “Exchanges;”
|
·
|
fair valuation of securities as described under “Pricing of Fund Shares;” and
|
·
|
redemption fees as described under “Redemption Fee” (where applicable on certain classes of the Funds).
|
Generally, a purchase and redemption of shares from the same Fund within 30 days (a “round trip”) may result in enforcement of a Fund’s frequent trading policies and procedures with respect to future purchase orders, provided that each Fund reserves the right to reject any purchase request as explained above.
The Funds constantly monitor for patterns of shareholder frequent trading. Any investor who makes more than one round trip in a Fund over a 90-day period may be subject to suspension or termination of such investor’s exchange privileges. The Fund may also bar future purchases into the Fund and other Destra funds by such investor. The Funds’ frequent trading policies generally do not apply to (i) a money market fund, although money market funds at all times reserve the right to reject any purchase request (including exchange purchases) for any reason without prior notice, and (ii) transactions in the Destra funds by a Destra “fund of funds,” which is a fund that primarily invests in other Destra mutual funds.
The Funds’ Board may approve from time to time a redemption fee to be imposed by any Destra fund, subject to 60 days’ notice to shareholders of that Fund.
Omnibus transactions placed through a financial intermediary for numerous investors may cause such investors to be treated as a group for purposes of the Funds’ frequent trading policies and procedures and may be rejected in whole or in part by a Fund. The Funds, however, cannot always identify or reasonably detect frequent trading that may be facilitated by financial intermediaries or made difficult to identify through the use of omnibus accounts. Because certain intermediaries transmit purchase, exchange and redemption orders to the Funds as a net aggregation of numerous investor orders, the Funds may have difficulty curtailing such activity. Transactions accepted by a financial intermediary in violation of the Funds’ frequent trading policies may be cancelled or revoked by a Fund by the next business day following receipt by that Fund.
In an attempt to detect and deter frequent trading in omnibus accounts, the Funds or their agents may require intermediaries to impose restrictions on the trading activity of accounts traded through those intermediaries. Such restrictions may include, but are not limited to: requiring that trades be placed by U.S. mail; prohibiting future purchases by investors who have recently redeemed Fund shares; requiring intermediaries to report information about customers who purchase and redeem large amounts; and other similar restrictions. The Funds’ ability to impose such restrictions with respect to accounts traded through particular intermediaries may vary depending on the systems’ capabilities, applicable contractual and legal restrictions and cooperation of those intermediaries. Certain transactions in Fund shares, such as periodic rebalancing through intermediaries (no more frequently than every 60 days) or those which are made pursuant to systematic
purchase, exchange, or redemption programs generally do not raise frequent trading concerns and normally do not require application of the Funds’ methods to detect and deter frequent trading.
Each Fund also reserves the right to reject any purchase request (including exchange purchases) by any investor or group of investors for any reason without prior notice, including, in particular, if the trading activity in the account(s) is deemed to be disruptive to a Fund. For example, a Fund may refuse a purchase order if the Fund’s portfolio managers and/or investment personnel believe they would be unable to invest the money effectively in accordance with the Fund’s investment policies or the Fund would otherwise be adversely affected due to the size of the transaction, frequency of trading, or other factors.
The Funds’ policies and procedures regarding frequent trading may be modified at any time by the Funds’ Board.
Frequent Trading Risks
Frequent trading may present risks to a Fund’s long-term shareholders and investment objectives. Frequent trading into and out of a Fund may disrupt portfolio investment strategies, may create taxable gains to remaining Fund shareholders and may increase Fund expenses, all of which may negatively impact investment returns for all remaining shareholders.
Funds that invest in foreign securities may be at a greater risk for frequent trading. Investors may attempt to take advantage of anticipated price movements in securities held by a Fund based on events occurring after the close of a foreign market that may not be reflected in the Fund’s NAV (referred to as “price arbitrage”). Such arbitrage opportunities may also arise in funds which do not invest in foreign securities, for example, when trading in a security held by a Fund is halted and does not resume prior to the time the Fund calculates its NAV (referred to as “stale pricing”). Funds that hold thinly-traded securities, such as certain small-capitalization securities, may be subject to attempted use of arbitrage techniques. To the extent that a Fund’s valuation of a security differs from the security’s market value, short-term arbitrage traders may dilute the NAV of a Fund, which negatively impacts long-term shareholders. Although the Funds have adopted fair valuation policies and procedures intended to reduce the Funds’ exposure to price arbitrage, stale pricing and other potential pricing inefficiencies, under such circumstances there is potential for short-term arbitrage trades to dilute the value of Fund shares.
Although the Funds take steps to detect and deter frequent trading pursuant to the policies and procedures described in this Prospectus and approved by the Board, there is no assurance that these policies and procedures will be effective in limiting frequent trading in all circumstances. For example, the Funds may be unable to completely eliminate the possibility of frequent trading in certain omnibus accounts and other accounts traded through intermediaries. Omnibus accounts may effectively conceal the identity of
individual investors and their transactions from the Funds and their agents. This makes the Funds’ identification of frequent trading transactions in the Funds through an omnibus account difficult and makes the elimination of frequent trading in the account impractical without the assistance of the intermediary. Although the Funds encourage intermediaries to take necessary actions to detect and deter frequent trading, some intermediaries may be unable or unwilling to do so, and accordingly, the Funds cannot eliminate completely the possibility of frequent trading. Shareholders that invest through an omnibus account should be aware that they may be subject to the policies and procedures of their financial intermediary with respect to frequent trading in the Funds.
Shareholder Communications
Your financial intermediary or plan sponsor (or the Funds’ transfer agent, if you hold shares directly with a Fund) is responsible for sending you periodic statements of all transactions, along with trade confirmations and tax reporting for, as required by applicable law.
Your financial intermediary or plan sponsor (or the Funds’ transfer agent, if you hold shares directly with a Fund) is responsible for providing annual and semiannual reports, including the financial statements of the Funds that you have authorized for investment. These reports show each Fund’s investments and the market value of such investments, as well as other information about each Fund and its operations. Please contact your financial intermediary or plan sponsor (or Destra, if you hold shares directly with a Fund) to obtain these reports. The Funds’ fiscal year ends on September 30.
Fund Service Providers
The custodian of the assets of the Funds is The Bank of New York Mellon, One Wall Street, New York, New York 10286. The custodian also provides certain accounting services to the Funds. The Funds’ transfer, shareholder services and dividend paying agent, BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809, performs bookkeeping, data processing and administrative services for the maintenance of shareholder accounts.
Several additional sources of information are available to you, including the codes of ethics adopted by the Funds, Destra and Destra Investments. The Statement of Additional Information, incorporated by reference into this Prospectus, contains detailed information on the policies and operation of the Funds included in this Prospectus. Additional information about the Funds’ investments will be is available in the annual and semi-annual reports to shareholders. In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal year. The Funds’ most recent Statement of Additional Information and certain other information are available free of charge by calling Destra at (877) 287-9646, on the Funds’ website at destracapital.com or through your financial advisor. Shareholders may call the toll free number above with any inquiries.
You may also obtain this and other Fund information directly from the Securities and Exchange Commission. The SEC may charge a copying fee for this information. Visit the SEC on-line at http://www.sec.gov or in person at the SEC’s Public Reference Room in Washington, D.C. Call the SEC at (202) 551-8090 for room hours and operation. You may also request Fund information by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section at 100 F Street NE, Washington, D.C. 20549-1520.
The Funds are a series of Destra Investment Trust, whose Investment Company Act file number is 811-22417.
STATEMENT OF ADDITIONAL INFORMATION
December 30, 2010,
as supplemented on May 20, 2011
Destra Global L-Series Fund
Ticker: Class A-_______, Class C-_______, Class P-_______, Class I-_______
Destra International L-Series Fund
Ticker: Class A-_______, Class C-_______, Class P-_______, Class I-_______
Destra US All Cap L-Series Fund
Ticker: Class A-_______, Class C-_______, Class P-_______, Class I-_______
This Statement of Additional Information is not a prospectus. This Statement of Additional Information expands upon, and should be read in conjunction with, the Prospectus dated December 30, 2010, for the Destra Global L-Series Fund, Destra International L-Series Fund and Destra US All Cap L-Series Fund (each, a “Fund,” and collectively, the “Funds”), each a series of Destra Investment Trust. Copies of the Prospectus may be obtained without charge from the Funds’ website at destracapital.com or by calling (877) 287-9646.
TABLE OF CONTENTS
Investment Restrictions
|
2
|
Investment Strategies and Risks
|
4
|
Management
|
10
|
Control Persons and Principal Shareholders
|
17
|
Investment Adviser and Sub-Adviser
|
17
|
Portfolio Transactions
|
20
|
Net Asset Value
|
21
|
Purchases
|
22
|
Distribution and Shareholder Servicing Plans
|
26
|
Redemptions
|
27
|
Tax Matters
|
29
|
Frequent Trading
|
32
|
Disclosure of Portfolio Holdings
|
35
|
Other Service Providers
|
36
|
General Trust Information
|
36
|
Report of Independent Registered Public Accounting Firm
|
38
|
FUND HISTORY
Each Fund is a separate investment portfolio of the Destra Investment Trust (the “Trust”), an open-end management investment company organized as a Massachusetts business trust on May 25, 2010. Each Fund is diversified and represents shares of beneficial interest in a separate portfolio of securities and other assets, with its own investment objective, policies and strategies.
INVESTMENT RESTRICTIONS
The investment objective and certain fundamental investment policies of the Funds are described in the Prospectus for the Funds. The fundamental investment policies, together with the investment objective of each Fund and certain other policies specifically identified in the Prospectus, cannot be changed without approval by holders of a “majority of the Fund’s outstanding voting shares.” As defined in the Investment Company Act of 1940, as amended (the “1940 Act”), this means the vote of (i) 67% or more of the Fund’s shares present at a meeting, if the holders of more than 50% of the Fund’s shares are present or represented by proxy, or (ii) more than 50% of the Fund’s shares, whichever is less. Certain matters under the 1940 Act, which must be submitted to a vote of the holders of the outstanding voting securities of a series, shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding voting shares of each series affected by such matter. Each Fund, as a fundamental policy, may not, without the approval of the holders of a majority of the Fund’s outstanding voting shares:
1. Purchase or sell real estate or real estate limited partnership interests, provided, however, that a Fund may invest in securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein when consistent with the other policies and limitations described in the Prospectus.
2. Invest in physical commodities unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from purchasing or selling foreign currency, options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors, collars, securities on a forward-commitment or delayed-delivery basis, and other similar financial instruments).
3. Engage in the business of underwriting securities issued by others, except to the extent that, in connection with the disposition of securities, a Fund may be deemed an underwriter under federal securities law.
4. Lend any security or make any other loan except (i) as otherwise permitted under the 1940 Act, (ii) pursuant to a rule, order or interpretation issued by the SEC or its staff, (iii) through the purchase of a portion of an issue of debt securities in accordance with a Fund’s investment objective, policies and limitations, or (iv) by engaging in repurchase agreements with respect to portfolio securities.
5. Issue any senior security except as otherwise permitted (i) under the 1940 Act or (ii) pursuant to a rule, order or interpretation issued by the SEC or its staff.
6. Borrow money, except as otherwise permitted under the 1940 Act or pursuant to a rule, order or interpretation issued by the SEC or its staff, including (i) as a temporary measure, (ii) by entering into reverse repurchase agreements, and (iii) by lending portfolio securities as collateral. For purposes of this investment limitation, the purchase or sale of options, futures contracts, options on futures contracts, forward contracts, swaps, caps, floors, collars and other similar financial instruments shall not constitute borrowing.
7. Invest more than 5% of its total assets (taken at market value) in securities of any one issuer, other than obligations issued by the U.S. Government, its agencies and instrumentalities, or purchase more than 10% of the voting securities of any one issuer, with respect to 75% of a Fund’s total assets.
8. Invest more than 25% of its total assets in the securities of companies primarily engaged in any one industry provided that: (i) this limitation does not apply to obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities; and (ii) tax-exempt securities issued by municipalities and their agencies and authorities are not deemed to be industries.
The above percentage limits are based upon asset values at the time of the applicable transaction; accordingly, a subsequent change in asset values will not affect a transaction that was in compliance with the investment restrictions at the time such transaction was effected.
The following non-fundamental investment restrictions apply to each Fund (except where noted otherwise) and may be changed with respect to each Fund by a vote of a majority of the Board. No Fund may:
1. Invest more than 15% of its net assets in illiquid securities, including time deposits and repurchase agreements that mature in more than seven days; or
2. Purchase securities on margin or effect short sales, except that (i) a Fund may obtain such short term credits as may be necessary for the clearance of purchases or sales of securities and (ii) the Fund may make short sales “against the box” where the Fund owns or has the right to acquire at no additional cost the security sold short.
All percentage limitations on investments will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Except for the investment restrictions listed above as fundamental or to the extent designated as such in the Prospectus with respect to a Fund, the other investment policies described in this Statement of Additional Information or in the Prospectus are not fundamental and may be changed by approval of the Trustees.
INVESTMENT STRATEGIES AND RISKS
In addition to the discussion of investment strategies and risks that appears in the Prospectus, each Fund may (except where indicated otherwise) also implement the following strategies.
Equity Securities
Under normal market conditions, each Fund invests primarily in equity securities, which include common stocks and other securities with equity characteristics. Common stocks represent units of ownership in a company and typically have voting rights and earn dividends. Dividends on common stocks are not fixed but are declared at the discretion of a company’s board. Equity securities may also include equity securities of investment companies and exchange-traded funds.
While investing in stocks allows shareholders to participate in the benefits of owning a company, such shareholders must accept the risks of ownership. Unlike bondholders, who have preference to a company’s earnings and cash flow, preferred stockholders, followed by common stockholders in order of priority, are entitled only to the residual amount after a company meets its other obligations. For this reason, the value of a company’s stock will usually react more strongly to actual or perceived changes in the company’s financial condition or prospects than its debt obligations. Stockholders of a company that fares poorly can lose money.
Stock markets tend to move in cycles with short or extended periods of rising and falling stock prices. The value of a company’s stock may fall because of:
·
|
Factors that directly relate to that company, such as decisions made by its management or lower demand for the company’s products or services;
|
·
|
Factors affecting an entire industry, such as increases in production costs; and
|
·
|
Changes in financial market conditions that are relatively unrelated to the company or its industry, such as changes in interest rates, currency exchange rates or inflation rates.
|
Because preferred securities are generally junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred security than in a more senior debt security with similar stated yield characteristics.
The Fund may invest in securities of issuers with small or medium market capitalizations. Any investment in small and medium capitalization companies involves greater risk and price volatility than that customarily associated with investments in larger, more established companies. This increased risk may be due to the greater business risks of their small or medium size, limited markets and financial resources, narrow product lines and frequent lack of management depth. The securities of small and medium capitalization companies are often traded in the over-the-counter market, and might not be traded in volumes typical of securities traded on a national securities exchange. Thus, the securities of small and medium capitalization
companies are likely to be less liquid and subject to more abrupt or erratic market movements than securities of larger, more established companies.
Non-U.S. Securities
The Funds may invest in a variety of securities issued by non-U.S. companies. Investments in non-U.S. securities involve risks in addition to the usual risks inherent in domestic investments, including currency risk. The value of a non-U.S. security in U.S. dollars tends to decrease when the value of the U.S. dollar rises against the non-U.S. currency in which the security is denominated and tends to increase when the value of the U.S. dollar falls against such currency.
Non-U.S. securities are affected by the fact that in many countries there is less publicly available information about issuers than is available in the reports and ratings published about companies in the United States and companies may not be subject to uniform accounting, auditing and financial reporting standards. Other risks inherent in non-U.S. investments include expropriation; confiscatory taxation; withholding taxes on dividends and interest; less extensive regulation of non-U.S. brokers, securities markets and issuers; diplomatic developments; and political or social instability. Non-U.S. economies may differ favorably or unfavorably from the U.S. economy in various respects, and many non-U.S. securities are less liquid and their prices tend to be more volatile than comparable U.S. securities. From time to time, non-U.S. securities may be difficult to liquidate rapidly without adverse price effects.
The Funds may also invest in non-U.S. securities by purchasing depositary receipts, denominated in U.S. dollars, including American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) or other securities representing indirect ownership interests in the securities of non-U.S. companies, including New York Shares. Generally, ADRs, in registered form, are denominated in U.S. dollars and are designated for use in the U.S. securities markets, while EDRs and GDRs are typically in bearer form and may be denominated in non-U.S. currencies and are designed for use in European and other markets. ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying non-U.S. security. ADRs, EDRs and GDRs are deemed to have the same classification as the underlying securities they represent, except that ADRs, EDRs and GDRs shall be treated as indirect non-U.S. investments. Thus, an ADR, EDR or GDR representing ownership of common stock will be treated as common stock. ADRs, EDRs and GDRs do not eliminate all of the risks associated with directly investing in the securities of non-U.S. companies, such as changes in non-U.S. currency exchange rates. However, by investing in ADRs rather than directly in non-U.S. companies’ stock, a Fund avoids currency risks during the settlement period. Some ADRs may not be sponsored by the issuer.
Other types of depositary receipts include American Depositary Shares (“ADSs”), Global Depositary Certificates (“GDCs”) and International Depositary Receipts (“IDRs”). ADSs are shares issued under a deposit agreement representing the underlying ordinary shares that trade in the issuer’s home market. An ADR, described above, is a certificate that represents a number of ADSs. GDCs and IDRs are typically issued by a non-U.S. bank or trust company, although they may sometimes also be issued by a U.S. bank or trust company. GDCs and IDRs are depositary
receipts that evidence ownership of underlying securities issued by either a non-U.S. or a U.S. corporation.
Depositary receipts may be available through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by a depositary and the issuer of the security underlying the receipt. An unsponsored facility may be established by a depositary without participation by the issuer of the security underlying the receipt. There are greater risks associated with holding unsponsored depositary receipts. For example, if a Fund holds an unsponsored depositary receipt, it will generally bear all of the costs of establishing the unsponsored facility. In addition, the depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security. Whether a sponsored or unsponsored facility, there is no assurance that either would pass through to the holders of the receipts voting rights with respect to the deposited securities.
In considering whether to invest in the securities of a non-U.S. company, the portfolio managers consider such factors as the characteristics of the particular company, differences between economic trends, and the performance of securities markets within the United States and those within other countries. The portfolio managers also consider factors relating to the general economic, governmental and social conditions of the country or countries where the company is located.
Securities transactions conducted outside the United States may not be regulated as rigorously as in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, non-U.S. securities, currencies and other instruments. The value of such positions also could be adversely affected by (i) other complex non-U.S. political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in a Fund’s ability to act upon economic events occurring in non-U.S. markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and the margin requirements than in the United States, (v) currency exchange rate changes, and (vi) lower trading volume and liquidity.
Currency Risk. Although a Fund will invest primarily in U.S. dollar-denominated securities, a Fund may invest a portion of such Fund’s assets in securities denominated in currencies other than the U.S. dollar. By investing in such securities, a Fund will be subject to currency risk, which is the risk that an increase in the U.S. dollar relative to the non-U.S. currency will reduce returns or portfolio value. Generally, when the U.S. dollar rises in value relative to a non-U.S. currency, a Fund’s investment in securities denominated in that currency will lose value because its currency is worth fewer U.S. dollars. On the other hand, when the value of the U.S. dollar falls relative to a non-U.S. currency, a Fund’s investments denominated in that currency will tend to increase in value because that currency is worth more U.S. dollars. The exchange rates between the U.S. dollar and non-U.S. currencies depend upon such factors as supply and demand in the currency exchange markets, international balance of payments, governmental intervention, speculation, and other economic and political conditions. Although a Fund values its assets daily in U.S. dollars, the Fund may not convert its holdings of non-U.S. currencies to U.S. dollars on a daily basis. A Fund may incur conversion costs when it converts
its holdings to another currency. Non-U.S. exchange dealers may realize a profit on the difference between the price at which A Fund buys and sells currencies. Each Fund may engage in non-U.S. currency exchange transactions in connection with its portfolio investments. A Fund conducts its non-U.S. currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the non-U.S. currency exchange market or through forward contracts to purchase or sell non-U.S. contracts.
Dollar Rolls, When-Issued Securities or Forward Commitment Transactions
Each Fund may engage in dollar rolls or purchase or sell securities on a when-issued or forward commitment basis. The purchase or sale of when-issued securities enables an investor to hedge against anticipated changes in interest rates and prices by locking in an attractive price or yield. The price of when-issued securities is fixed at the time the commitment to purchase or sell is made, but delivery and payment for the when-issued securities takes place at a later date, normally one to two months after the date of purchase. During the period between purchase and settlement, no payment is made by the purchaser to the issuer and no interest accrues to the purchaser. Such transactions therefore involve a risk of loss if the value of the security to be purchased declines prior to the settlement date or if the value of the security to be sold increases prior to the settlement date. A sale of a when-issued security also involves the risk that the other party will be unable to settle the transaction. A dollar roll is a contract to sell mortgage-backed securities as collateral against a commitment to repurchase similar, but not identical, mortgage-backed securities on a specified future date. The other party to the contract is entitled to all principal, interest, and prepayment cash flows while it holds the collateral. Each Fund maintains with its custodian a segregated account containing high-grade liquid securities in an amount at least equal to the forward purchase obligation. Dollar rolls are a type of forward commitment transaction. Purchases and sales of securities on a forward commitment basis involve a commitment to purchase or sell securities with payment and delivery to take place at some future date, normally one to two months after the date of the transaction. As with when-issued securities, these transactions involve certain risks, but they also enable an investor to hedge against anticipated changes in interest rates and prices. Forward commitment transactions are executed for existing obligations, whereas in a when-issued transaction, the obligations have not yet been issued. When purchasing securities on a when-issued or forward commitment basis, a segregated account of liquid assets at least equal to the value of purchase commitments for such securities will be maintained until the settlement date.
Other Investment Companies
Each Fund may invest in other investment companies (including affiliated investment companies) to the extent permitted by the Investment Company Act of 1940, as amended (“1940 Act”), or exemptive relief granted by the Securities and Exchange Commission (“SEC”). Investing in another investment company subjects a Fund to the same risks associated with investing in the securities held by the applicable investment company. In addition, the benefit of investing in another investment company is largely dependent on the skill of the investment adviser of the underlying company and whether the associated fees and costs involved with investing in such company are offset by the potential gains. Investing in another investment
company, including those affiliated with the Funds or their investment adviser, may subject a Fund to duplicative fees and expenses that may be payable to the adviser or its affiliates.
Lending of Portfolio Securities
Each Fund may loan securities to broker-dealers or other institutional investors. Securities loans will not be made if, as a result, the aggregate amount of all outstanding securities loans by a Fund exceeds 33 1/3% of its total assets (including the market value of collateral received). For purposes of complying with a Fund’s investment policies and restrictions, collateral received in connection with securities loans is deemed an asset of the Fund to the extent required by law. The amount of such compensation depends on the income generated by the loan of the securities. A Fund continues to receive dividends or interest, as applicable, on the securities loaned and simultaneously earns either interest on the investment of the cash collateral or fee income if the loan is otherwise collateralized. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the collateral should the borrower of the securities fail financially. Finally, the Fund is responsible for any loss that might result from its investment of the borrower’s collateral.
Repurchase Agreements
Each Fund may enter into repurchase agreements. A repurchase agreement is an agreement under which securities are acquired by a Fund from a securities dealer or bank subject to resale at an agreed upon price on a later date. The acquiring Fund bears a risk of loss in the event that the other party to a repurchase agreement defaults on its obligations and the Fund is delayed or prevented from exercising its rights to dispose of the collateral securities. However, Destra or the sub-advisers, as applicable, attempt to minimize this risk by entering into repurchase agreements only with financial institutions that are deemed to be of good financial standing.
Private Placement Offerings
Each Fund may purchase securities in private placement offerings made in reliance on the “private placement” exemption from registration afforded by Section 4(2) of the Securities Act of 1933 (“1933 Act”) (“Section 4(2) securities”). Each Fund will not invest more than 15% of its net assets in Section 4(2) securities and illiquid securities unless the investment adviser or the sub-adviser, as applicable, determines, by continuous reference to the appropriate trading markets and pursuant to guidelines approved by the Trust’s Board of Trustees (“Board” or “Board of Trustees”) that any Section 4(2) securities held by such Fund in excess of this level are at all times liquid.
Temporary Defensive Position
While assuming a temporary defensive position, a Fund may invest in cash or cash equivalent short-term investment grade obligations, including: obligations of the U.S. Government, its agencies and instrumentalities; corporate debt securities, such as commercial paper, master demand notes, loan participation interests, medium-term notes and funding
agreements; Yankeedollar and Eurodollar bank certificates of deposit, time deposits, and bankers’ acceptances; asset-backed securities; and repurchase agreements involving the foregoing obligations. Eurodollar obligations are U.S. dollar obligations issued outside the United States by domestic or foreign entities, while Yankeedollar obligations are U.S. dollar obligations issued inside the United States by foreign entities. There is generally less publicly available information about foreign issuers and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. Foreign issuers may use different accounting and financial standards, and the addition of foreign governmental restrictions may affect adversely the payment of principal and interest on foreign investments. In addition, not all foreign branches of United States banks are supervised or examined by regulatory authorities as are United States banks, and such branches may not be subject to reserve requirements.
MANAGEMENT
The management of the Trust, including general supervision of the duties performed for the Funds under the Investment Management Agreement, is the responsibility of the Board of Trustees. The Trust has four trustees, one of whom is an “interested person” (as the term “interested person” is defined in the 1940 Act) and three of whom are not interested persons (referred to herein as “independent trustees”). None of the independent trustees has ever been a trustee, director or employee of, or consultant to, Destra Advisors LLC or its affiliates. The names, business addresses and year of birth of the trustees and officers of the Funds, their principal occupations and other affiliations during the past five years, the number of portfolios each oversees and other directorships they hold are set forth below. The trustees of the Trust are trustees of five Destra-sponsored open-end funds (the “Destra Funds”).
Name, Business
Address and Birth Year
|
Position(s)
Held with
Funds
|
Term of Office
and Length of
Time Served with Trust
|
Principal Occupation(s)
During Past Five Years
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee
|
Other
Directorships
Held by
Trustee Over the Last Five Years
|
|
|
|
|
|
|
|
|
|
|
|
|
Diana S. Ferguson
901 Warrenville Rd.
Suite 15
Lisle, IL 60532
Birth year: 1963
|
Trustee
|
Term—Indefinite* Length of
Service—Since
2010
|
Chief Financial Officer (2010-present), Chicago Board of Education; Senior Vice President and Chief Financial Officer (2008), Folgers Coffee Company; Executive Vice President and Chief Financial Officer (2007-2008), Merisant Worldwide; Senior Vice President and Chief Financial Officer (2001-2007), Sara Lee Corporation
|
5
|
None
|
|
|
|
|
|
|
William M. Fitzgerald, Sr.
901 Warrenville Rd.
Suite 15
Lisle, IL 60532
Birth year: 1964
|
Trustee
|
Term—Indefinite* Length of
Service—Since
2010
|
Founder, Global Infrastructure Asset Management LLC; Managing Director (1988-2007), Nuveen Investments LLC; Chief Investment Officer (2000-2007), Nuveen Asset Management
|
5
|
Director, Syncora Holdings Ltd. and its affiliates, Syncora Guarantee Inc. and Syncora Capital Assurance Inc. – Financial Guarantee Company (2009 to present)
|
|
|
|
|
|
|
Name, Business
Address and Birth Year
|
Position(s)
Held with
Funds
|
Term of Office
and Length of
Time Served with Trust
|
Principal Occupation(s)
During Past Five Years
|
Number of
Portfolios
in Fund
Complex
Overseen by
Trustee
|
Other
Directorships
Held by
Trustee Over the Last Five Years
|
Louis A. Holland, Jr.
901 Warrenville Rd.
Suite 15
Lisle, IL 60532
Birth year: 1964
|
Trustee
|
Term—Indefinite* Length of
Service—Since
2010
|
President and Chief Financial Officer (2008-present), CUMOTA LLC; Managing Director (2000-2008), Nuveen Investments
|
5
|
Trustee, Holland Capital Management-Asset Management Industry (2008-present); Trustee, Lumifi-Search Technology (2006-2009); Trustee, HP Schmaltz-Restaurants (2006-present); Trustee, Jobs For Youth ((2006-present); Trustee, PADS (2010-present)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nicholas Dalmaso
901 Warrenville Rd.
Suite 15
Lisle, IL 60532
Birth year: 1965
|
Trustee, Chief Executive Officer, Secretary
|
Term—Indefinite* Length of
Service—Since
2010
|
Co-Chairman, General Counsel and Chief Operating Officer of Destra Capital Management LLC, President, Chief Operating Officer and General Counsel, Destra Advisors LLC; President, Chief Operating Officer and General Counsel,, Destra Investments LLC; (2001-2008) General Counsel and Chief Administrative Officer, Claymore Securities, Inc.
|
5
|
None
|
_________
*
|
Each trustee serves for the lifetime of the Trust until removal, resignation or retirement and his or her successor is elected.
|
**
|
Mr. Dalmaso is an “interested person” of the Trust, as defined in the 1940 Act, by reason of his positions with and ownership of Destra Capital Management LLC and its subsidiaries.
|
Name, Business
Address and Birth Year
|
Position(s) Held
with Fund
|
Term of
Office and
Length of
Time Served
with Trust
|
Principal Occupation(s)
During Past Five Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Officer
|
|
|
|
|
|
|
Steven M. Hill
901 Warrenville Rd.
Suite 15
Lisle, IL 60532
Birth year: 1964
|
Chief Financial Officer
|
Term—Indefinite
Service—Since
2010
|
Senior Managing Director, Destra Capital Management LLC, Destra Advisors LLC and Destra Investments LLC; Senior Managing Director (2003-2010), Claymore Securities, Inc.
|
5
|
|
|
|
|
|
Anne Kochevar
901 Warrenville Rd.
Suite 15
Lisle, IL 60532
Birth year: 1963
|
Chief Compliance Officer
|
Term—Indefinite
Service—Since
2010
|
Senior Managing Director, Destra Capital Management LLC, Destra Advisors LLC and Destra Investments LLC; Senior Managing Director (2002-2010), Claymore Securities, Inc.
|
5
|
Board Leadership Structure and Risk Oversight
The Board of Trustees oversees the operations and management of the Destra Funds, including the duties performed for the Destra Funds by Destra, the investment adviser. None of the Trustees who are not “interested persons” of the Trust, nor any of their immediate family members, has ever been a director, officer or employee of, or consultant to, Destra, Destra Investments LLC, Destra Capital Management LLC, or their affiliates. In addition, the officers of the Trust hold the same positions with the other Destra Funds as they hold with the Trust.
The management of the Fund, including general supervision of the duties performed for the Fund under the advisory agreement between the Trust, on behalf of the Fund, and the Adviser, is the responsibility of the Board of Trustees. The Trustees set broad policies for the Fund, choose the Trust’s officers, and hire the Fund’s investment adviser, sub-adviser and other service providers. The officers of the Trust manage the day-to-day operations and are responsible to the Trust’s Board. The Trust’s Board is composed of three Independent Trustees and one Interested Trustee. The Interested Trustee, Nicholas Dalmaso serves as both the Chief Executive Officer for the Destra Funds and the Chairman of the Board of the Destra Funds.
Annually, the Board will review its governance structure and the committee structures, their performance and functions and reviews any processes that would enhance Board governance over the Fund’s business. The Board has determined that its leadership structure is appropriate based on the characteristics of the funds it serves and the characteristics of the Destra Funds as a whole.
In order to streamline communication between Destra and the Independent Trustees and create certain efficiencies, the Board has a Lead Independent Trustee who is responsible for: (i) coordinating activities of the Independent Trustees; (ii) working with Destra, Fund counsel and the independent legal counsel to the Independent Trustees to determine the agenda for Board meetings; (iii) serving as the principal contact for and facilitating communication between the Independent Trustees and the Fund’s service providers, particularly Destra; and (iv) any other duties that the Independent Trustees may delegate to the Lead Independent Trustee. The Lead Independent Trustee is selected by the Independent Trustees and serves until his successor is selected. Louis A. Holland. Jr. currently serves as the Lead Independent Trustee.
The Board has established three standing committees (as described below) and has delegated certain of its responsibilities to those committees. The Board and its committees meet frequently throughout the year to oversee the Fund’s activities, review contractual arrangements with and performance of service providers, oversee compliance with regulatory requirements, and review Fund performance. The Independent Trustees are represented by independent legal counsel at all Board and committee meetings. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law.
The three standing committees of the Destra Funds are: the Nominating and Governance Committee, the Valuation Committee and the Audit Committee. The Nominating and Governance Committee is responsible for appointing and nominating non-interested persons to the Trust’s Board of Trustees. Ms. Ferguson and Messrs. Fitzgerald and Holland are members of
the Nominating and Governance Committee. If there is no vacancy on the Board of Trustees, the Board will not actively seek recommendations from other parties, including shareholders. When a vacancy on the Board of Trustees of the Destra Funds occurs and nominations are sought to fill such vacancy, the Nominating and Governance Committee may seek nominations from those sources it deems appropriate in its discretion, including shareholders of the Fund. To submit a recommendation for nomination as a candidate for a position on the Board of Trustees, shareholders of the applicable Fund shall mail such recommendation to Nicholas Dalmaso, Secretary, at the Fund’s address, 901 Warrenville Road, Suite 15, Lisle, IL 60532. Such recommendation shall include the following information: (i) evidence of Fund ownership of the person or entity recommending the candidate (if a Fund shareholder); (ii) a full description of the proposed candidate’s background, including their education, experience, current employment and date of birth; (iii) names and addresses of at least three professional references for the candidate; (iv) information as to whether the candidate is an “interested person” in relation to the Fund, as such term is defined in the 1940 Act, and such other information that may be considered to impair the candidate’s independence; and (v) any other information that may be helpful to the Committee in evaluating the candidate. If a recommendation is received with satisfactorily completed information regarding a candidate during a time when a vacancy exists on the Board or during such other time as the Nominating and Governance Committee is accepting recommendations, the recommendation will be forwarded to the Chairman of the Nominating and Governance Committee and the counsel to the Independent Trustees. Recommendations received at any other time will be kept on file until such time as the Nominating and Governance Committee is accepting recommendations, at which point they may be considered for nomination.
The Valuation Committee is responsible for the oversight of the pricing procedures of the Fund. Ms. Ferguson and Messrs. Fitzgerald and Holland are members of the Valuation Committee.
The Audit Committee is responsible for overseeing the Fund’s accounting and financial reporting process, the system of internal controls, audit process and evaluating and appointing independent auditors (subject also to Board approval). Ms. Ferguson and Messrs. Fitzgerald and Holland serve on the Audit Committee.
As part of the general oversight of the Fund, the Board is involved in the risk oversight of the Fund. The Board has adopted and periodically reviews policies and procedures designed to address the Fund’s risks. Oversight of investment and compliance risk, including oversight of any sub-advisers, is performed primarily at the Board level in conjunction with Destra’s investment oversight group and the Trust’s Chief Compliance Officer (“CCO”). Oversight of other risks also occurs at the committee level. Destra’s investment oversight group reports to the Board at quarterly meetings regarding, among other things, Fund performance and the various drivers of such performance as well as information related to sub-advisers and their operations and processes. The Board reviews reports on the Fund’s and the service providers’ compliance policies and procedures at each quarterly Board meeting and receives an annual report from the CCO regarding the operations of the Fund’s and the service providers’ compliance programs. The Audit Committee reviews with Destra the Fund’s major financial risk exposures and the steps Destra has taken to monitor and control these exposures, including the Fund’s risk
assessment and risk management policies and guidelines. The Audit Committee also, as appropriate, reviews in a general manner the processes other Board committees have in place with respect to risk assessment and risk management. The Nominating and Governance Committee monitors all matters related to the corporate governance of the Fund. The Valuation Committee monitors valuation risk and compliance with the Fund’s Valuation Procedures and oversees the pricing agents and actions by Destra’s Pricing Committee with respect to the valuation of portfolio securities.
Not all risks that may affect the Fund can be identified nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Fund or Destra or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals. As a result of the foregoing and other factors, the Fund’s ability to manage risk is subject to substantial limitations.
Board Diversification and Trustee Qualifications
As described above, the Nominating and Governance Committee of the Board oversees matters related to the nomination of Trustees. The Nominating and Governance Committee seeks to establish an effective Board with an appropriate range of skills and diversity, including, as appropriate, differences in background, professional experience, education, vocations, and other individual characteristics and traits in the aggregate. Each Trustee must meet certain basic requirements, including relevant skills and experience, time availability, and if qualifying as an Independent Trustee, independence from Destra, sub-advisers, underwriters or other service providers, including any affiliates of these entities.
For each current Trustee each of the experiences, qualifications and attributes described in “Management” and described below have led to the conclusion, as of the date of this SAI, that each Trustee should serve as a trustee. References to the experiences, qualifications, attributes and skills of Board Members are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Board or any Board Member as having any special expertise or experience and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
Diana S. Ferguson. Ms. Ferguson has experience as Chief Financial Officer of the Chicago Board of Education, Folgers Coffee Company, Merisant Worldwide and Sara Lee Corporation; as Senior Vice President of Folgers Coffee Company and Sara Lee Corporation and as Executive Vice President of Merisant Worldwide. Her work experience and educational background has prepared her to be a Trustee.
William M. Fitzgerald, Sr. Mr. Fitzgerald has experience as a founder of Global Infrastructure Asset Management LLC, a Managing Director of Nuveen Investments LLC and Chief Investment Officer of Nuveen Asset Management. His work experience in the mutual fund industry and educational background has prepared him to be a Trustee.
Louis A. Holland, Jr. Mr. Holland has experience as President and Chief Financial Officer of CUMOTA LLC and Managing Director of Nuveen Investments. His work experience in the mutual fund industry and educational background has prepared him to be a Trustee.
Nicholas Dalmaso. Mr. Dalmaso was the initial Trustee of the Trust. He has experience as General Counsel and Chief Administrative Officer at Claymore Securities, Inc. His work experience in the mutual fund industry and educational background has prepared him to be a Trustee.
The following compensation table provides information for the current fiscal year, including estimates for future payments that would be made during the remainder of the fiscal year. The Trust has no retirement or pension plans. The officers and Trustee who is an “interested person” as designated above serve without any compensation from the Trust. The Trust has no employees. Its officers are compensated by Destra.
|
Aggregate
Compensation
From the
Trust1
|
Pension or
Retirement
Benefits Accrued
As Part of Trust
Expenses
|
Estimated
Annual
Benefits Upon
Retirement
|
Total
Compensation
From Destra
Funds Paid to
Trustees
|
Diana S. Ferguson, Trustee
|
$12,000
|
$0
|
$0
|
$12,000
|
William M. Fitzgerald, Sr., Trustee
|
$12,000
|
$0
|
$0
|
$12,000
|
Louis A. Holland, Jr., Trustee
|
$12,000
|
$0
|
$0
|
$12,000
|
Nicholas Dalmaso, Trustee
|
$0
|
$0
|
$0
|
$0
|
______________
The Independent Trustees shall be paid $2,500 as annual compensation for serving as an Independent Trustees of the Trust and $500 as annual compensation for serving on a committee of the Board of Trustees. Such compensation is paid in four equal installments in conjunction with each quarterly Board meeting. In addition, the Trustees are reimbursed by the Trust for expenses incurred as a result of their attendance at meetings of the Trustees or any committees of the Board.
Share Ownership
As of March 31, 2011, the dollar range of equity securities beneficially owned by the trustees is provided in the following table:
|
Dollar Range of
Equity Securities
in the Destra
Global L-Series
Fund*
|
Dollar Range of
Equity Securities
in the Destra
International L-Series
Fund*
|
Dollar Range of
Equity Securities
in the Destra
US All Cap L-Series
Fund*
|
Aggregate Dollar Range of
Equity Securities in All
Registered Investment
Companies Overseen by
Trustee in Family of
Investment Companies
|
Diana S. Ferguson
|
$0
|
$0
|
$0
|
$0
|
William M. Fitzgerald, Sr.
|
$0
|
$0
|
$0
|
$0
|
Louis A. Holland, Jr.
|
$0
|
$0
|
$0
|
$0
|
Nicholas Dalmaso
|
$0
|
$0
|
$0
|
$0
|
__________
*
|
Because the Fund is newly created, no trustees owned shares of the Funds as of March 31, 2011.
|
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
A control person is a shareholder that 1) beneficially owns, directly or through controlled companies, more than 25% of the voting securities of a company, 2) acknowledges or asserts the existence of control, or 3) has a final adjudication under section 2(a)(9) of the 1940 Act that control exists. A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding shares of any class of a Fund. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by shareholders of a Fund. As of the date of this Statement of Additional Information, the Funds did not have any outstanding shares.
As of March 31, 2011, the officers and trustees of the Funds, in the aggregate, owned no shares of the Fund.
INVESTMENT ADVISER AND SUB-ADVISER
Investment Adviser
Destra Advisors LLC (“Destra”) is the investment adviser of the Funds, with responsibility for the overall management of the Funds. It is also responsible for managing the Funds’ business affairs and providing day-to-day administrative services to the Funds. Destra, 901 Warrenville Road, Suite 15, Lisle, IL 60532, is a Delaware limited liability company and is a wholly-owned subsidiary of Destra Capital Management LLC, a holding company. It is an affiliate of Destra Investments LLC, the principal underwriter of the Funds’ shares. Destra Investments LLC is also located at 901 Warrenville Road, Suite 15, Lisle, IL 60532.
For the management services provided by Destra, the Funds have agreed to pay a monthly fee in an annual amount equal to 0.90% for Destra Global L-Series Fund, 0.95% for Destra International L-Series Fund and 0.85% for Destra US All Cap L-Series Fund of each
funds daily net assets. Destra has agreed to contractually waive its management fee and/or assume the other expenses in order to limit the total annual fund operating expenses of each Fund to certain limits until at least December 31, 2013.
The Funds, Destra and other related entities have adopted codes of ethics which significantly restricts Destra Funds personnel with access to non-public portfolio information from certain personal investment transactions. These codes of ethics contain policies restricting securities trading in personal accounts of the officers, Trustees and others who normally come into possession of information on portfolio transactions. These codes of ethics are on public file with, and are available from, the SEC.
Sub-Adviser
Destra has selected Zebra Capital Management, LLC (“Zebra”), 612 Wheelers Farms Road, Milford, CT 06461, as sub-adviser to manage the investment portfolio of each Fund. Zebra is a Connecticut limited liability company with three managing members. Mr. Roger Ibbotson holds a majority ownership position in Zebra. Pursuant to an investment sub-advisory agreement, the Destra has agreed to pay an annualized advisory fee to Zebra in the amount of 0.45% of the average daily net assets of the Destra Global L-Series Fund, 0.475% of the average daily net assets of the Destra International L-Series Fund and 0.425% of the average daily net assets of the Destra US All Cap L-Series Fund.
Portfolio Managers
Robert Ibbotson, Ph.D. and Wendy Hu, Ph.D., (the “Portfolio Managers”) are primary responsible for the day-to-day management of investment strategies of each Fund.
Other Accounts Managed. In addition, the Portfolio Managers are primary responsible for the day-to-day management of accounts other than the Funds. The number of accounts and assets, as of November 30, 2010 are:
Portfolio Manager
|
|
|
|
Number of
Accounts
with
Performance
Based Fees
|
Assets of
Accounts
with
Performance
Based Fees
|
Robert Ibbotson
|
Registered Investment Companies
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Other Pooled Investment Vehicles
|
4
|
$53,000,000
|
4
|
$53,000,000
|
|
Other Accounts
|
11
|
$497,000,000
|
2
|
$63,000,000
|
Wendy Hu
|
Registered Investment Companies
|
N/A
|
N/A
|
N/A
|
N/A
|
Portfolio Manager
|
|
|
|
Number of
Accounts
with
Performance
Based Fees
|
Assets of
Accounts
with
Performance
Based Fees
|
|
Other Pooled Investment Vehicles
|
2
|
$15,000,000
|
2
|
$15,000,000
|
|
Other Accounts
|
10
|
$458,000,000
|
1
|
$24,000,000
|
Conflicts of Interest. Certain of Zebra’s portfolio managers have business commitments in addition to those of Zebra. However, they regard Zebra’s business a priority business activity. Zebra believes that the potential for a conflict of interest is mitigated by Zebra’s team approach to the investment process and the fact that at least one of the Zebra’s principals devotes all of his time to the Zebra’s business.
Zebra’s portfolio managers or investment analysts who serve the Funds also perform services for hedge funds or other private investment companies. The portfolio managers or investment analysts allocate their time and resources across all products.
Zebra’s portfolio managers are compensated based on the overall performance of Zebra and product results. Zebra has independent oversight of the investment process via compliance and risk monitoring to prevent taking undue risk.
Compensation. The Portfolio Managers are compensated in various forms by the Sub-Adviser. Following is a description provided by each investment advisor regarding the structure of and criteria for determining the compensation of each Portfolio Manager. The Sub-Adviser’s portfolio managers receive a base salary. Zebra’s equity portfolio managers, analysts and traders participate in a firm bonus pool and profit sharing plan based on firm, team and product performance.
Ownership of Securities. Because the Funds are newly launched, as of December 15, 2010, the Portfolio Managers do not beneficially own any shares of the Funds.
Proxy Voting Policies
The Trust has adopted a proxy voting policy that seeks to ensure that proxies for securities held by the Funds are voted consistently and solely in the best economic interests of the Funds.
The Board of Trustees is responsible for oversight of the Funds’ proxy voting process. The Board has delegated day-to-day proxy voting responsibility to the Adviser. The Adviser’s Proxy Voting Policies and Procedures are set forth in Appendix A.
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available upon request and without charge on the Fund’s website at http://www.destracapital.com, by calling (877) 287-9646 or by accessing the SEC’s website at http://www.sec.gov.
PORTFOLIO TRANSACTIONS
Zebra is responsible for decisions to buy and sell securities for the Funds and for the placement of the Funds’ securities business, the negotiation of the commissions to be paid on brokered transactions, the prices for principal trades in securities, and the allocation of portfolio brokerage and principal business. It is the policy of Zebra to seek the best execution at the best security price available with respect to each transaction, and with respect to brokered transactions, in light of the overall quality of brokerage and research services provided to the adviser and its advisees. The best price to the Funds means the best net price without regard to the mix between purchase or sale price and commission, if any. Purchases may be made from underwriters, dealers, and, on occasion, the issuers. Commissions will be paid on the Funds’ futures and options transactions, if any. The purchase price of portfolio securities purchased from an underwriter or dealer may include underwriting commissions and dealer spreads. The Funds may pay mark-ups on principal transactions. In selecting broker-dealers and in negotiating commissions, the portfolio manager considers, among other things, the firm’s reliability, the quality of its execution services on a continuing basis and its financial condition. Brokerage will not be allocated based on the sale of a Fund’s shares.
Section 28(e) of the Securities Exchange Act of 1934 permits an investment adviser, under certain circumstances, to cause an account to pay a broker or dealer who supplies brokerage and research services a commission for effecting the transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction. Brokerage and research services include, but are not limited to, (a) furnishing advice as to the value of securities, the advisability of investing, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (b) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (c) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody).
In light of the above, in selecting brokers, the portfolio managers consider investment and market information and other research, such as economic, securities and performance measurement research, provided by such brokers, and the quality and reliability of brokerage services, including execution capability, performance and financial responsibility. Accordingly, the commissions charged by any such broker may be greater than the amount another firm might charge if the portfolio managers determine in good faith that the amount of such commissions is reasonable in relation to the value of the research information and brokerage services provided by such broker to Zebra or a Fund. Zebra believes that the research information received in this manner provides a Fund with benefits by supplementing the research otherwise available to the Fund. The Investment Management Agreement and the Sub-Advisory Agreement provide that such higher commissions will not be paid by a Fund unless Zebra determines in good faith that the amount is reasonable in relation to the services provided. The investment advisory fees paid
by a Fund to Destra under the Investment Management Agreement and the sub-advisory fees paid by Destra to Zebra under the Sub-Advisory Agreement are not reduced as a result of receipt by either Destra or Zebra of research services.
Zebra places portfolio transactions for other advisory accounts managed by it. Research services furnished by firms through which the Funds effect their securities transactions may be used by Zebra in servicing all of its accounts; not all of such services may be used by Zebra in connection with the Funds. Zebra believes it is not possible to measure separately the benefits from research services to each of the accounts (including the Funds) managed by it. Because the volume and nature of the trading activities of the accounts are not uniform, the amount of commissions in excess of those charged by another broker paid by each account for brokerage and research services will vary. However, Zebra believes such costs to the Funds will not be disproportionate to the benefits received by the Funds on a continuing basis. Zebra seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by the Funds and another advisory account. In some cases, this procedure could have an adverse effect on the price or the amount of securities available to the Funds. In making such allocations between the Funds and other advisory accounts, the main factors considered by Zebra are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment and the size of investment commitments generally held.
Under the 1940 Act, a Fund may not purchase portfolio securities from any underwriting syndicate of which Destra Investments LLC is a member except under certain limited conditions set forth in Rule 10f-3. The Rule sets forth requirements relating to, among other things, the terms of a security purchased by a Fund, the amount of securities that may be purchased in any one issue and the assets of a Fund that may be invested in a particular issue. In addition, purchases of securities made pursuant to the terms of the Rule must be approved at least quarterly by the Board of Trustees, including a majority of the trustees who are not interested persons of the Trust.
NET ASSET VALUE
As stated in the Funds’ Prospectus, the net asset value (“NAV”) of the shares of each class of each Fund is determined once each day the New York Stock Exchange (the “NYSE”) is open, as of the close of its regular trading session (normally 4:00 p.m., New York time, Monday through Friday). The per share NAV for each class of each Fund is computed by dividing the total value of securities and other assets allocated to the class, less liabilities allocated to that class, by the total number of outstanding shares for the class. In determining NAV, securities listed on an Exchange, the Nasdaq National Market, and foreign markets are generally valued at the closing prices on such markets. If such price is lacking for the trading period immediately preceding the time of determination, such securities are valued at their current bid price. Municipal securities held by the Funds are traded primarily in the over-the-counter markets. Valuations of such securities are furnished by one or more pricing services employed by the Funds and approved by the trustees and are based upon a computerized matrix system or appraisals obtained by a pricing service, in each case in reliance upon information concerning market transactions and quotations from recognized municipal securities dealers. Other securities
that are traded on the over-the-counter markets are generally valued at their closing bid prices. Foreign securities and currencies are converted to U.S. dollars using the applicable exchange rate in effect at the close of the NYSE. Each Fund will determine the market value of individual securities held by it by using prices provided by one or more professional pricing services which may provide market prices to other funds, or, as needed, by obtaining market quotations from independent broker-dealers. Short-term securities maturing within 60 days or less are valued on an amortized cost basis. Debt securities with a remaining maturity of greater than 60 days are valued in accordance with the evaluated bid price supplied by the pricing service. The evaluated bid price supplied by the pricing service is an evaluation that reflects such factors as security prices, yields, maturities, and ratings.
Securities for which market quotations are not readily available or are deemed unreliable are valued at fair value determined in good faith under procedures established by and under the supervision of the trustees (the “Valuation Procedures”). Circumstances in which fair value pricing may be utilized include, but are not limited to: (i) a significant event that may affect the securities of a single issuer, such as a merger, bankruptcy, or significant issuer specific development; (ii) an event that may affect an entire market, such as a natural disaster or significant governmental action; (iii) a nonsignificant event such as a market closing early or not opening, or a security trading halt; and (iv) pricing of a non-valued security and a restricted or non-public security. The Funds may use a systematic fair valuation model provided by an independent third party to value international equity securities in order to adjust for stale pricing, which may occur between the close of certain foreign exchanges and the NYSE.
Trading in securities on European and Far Eastern securities exchanges and over-the-counter markets is normally completed well before the close of business on each business day in New York (i.e., a day on which the NYSE is open). In addition, European or Far Eastern securities trading generally or in a particular country or countries may not take place on all business days in New York. Furthermore, trading takes place in Japanese markets on certain Saturdays and in various foreign markets on days which are not business days in New York and on which a Fund’s NAV is not calculated. A Fund calculates its NAV per share, and therefore effects sales, redemptions, and repurchases of its shares, as of the close of the NYSE once each day on which the NYSE is open. Such calculation may not take place contemporaneously with the determination of the prices of the foreign portfolio securities used in such calculation. If an event that is expected to affect the value of a portfolio security occurs after the close of the principal exchange or market on which that security is traded, and before the close of the NYSE, then that security may be valued in good faith under the Valuation Procedures.
To the extent there are any errors in a Fund’s NAV calculation, Destra may, at its discretion, reprocess individual shareholder transactions so that each shareholder’s account reflects the accurate corrected NAV.
PURCHASES
Shares of the Funds can generally be purchased only through institutional channels such as financial intermediaries and retirement platforms. Shares or classes of the Funds may be purchased without upfront sales charges by certain retirement plans and clients of investment
advisers, but these clients will typically pay asset-based fees for their investment advisers’ advice, which are on top of the Funds’ expenses. Certain shares or classes of the Funds may also be purchased without upfront sales charges or transactional charges by persons who invest through mutual fund “supermarket” programs of certain financial intermediaries that typically do not provide investment recommendations or the assistance of an investment professional.
Certain designated organizations are authorized to receive purchase orders on the Funds’ behalf and those organizations are authorized to designate their agents and affiliates as intermediaries to receive purchase orders. Purchase orders are deemed received by a Fund when authorized organizations, their agents, or affiliates receive the order provided that such designated organizations or their agents or affiliates transmit the order to the Fund within contractually specified periods. The Funds are not responsible for the failure of any designated organization or its agents or affiliates to carry out its obligations to its customers. In order to receive a day’s price, your order for any class of Shares must be received in good order by the close of the regular trading session of the NYSE as described above in “Net Asset Value.” Your financial intermediary may charge you a separate or additional fee for processing purchases of Shares. Your financial intermediary, plan documents or the Funds’ Prospectus will provide you with detailed information about investing in the Funds.
The expenses to be borne by specific classes of Shares may include (i) transfer agency fees attributable to a specific class of Shares, (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class of Shares, (iii) SEC and state securities registration fees incurred by a specific class of Shares, (iv) the expense of administrative personnel and services required to support the shareholders of a specific class of Shares, (v) litigation or other legal expenses relating to a specific class of Shares, (vi) directors’ fees or expenses incurred as a result of issues relating to a specific class of Shares,(vii) accounting expenses relating to a specific class of Shares and (viii) any additional incremental expenses subsequently identified and determined to be properly allocated to one or more classes of Shares.
The Funds anticipate that the operating expenses for the Class P shares will be in excess of the operating expenses for the other share classes due to the services provided to the Class P shares that are not provided to the other share classes. Accordingly, the Funds may pay up to 0.25% of net assets in an annual administrative fee for Class P shares for certain administrative services or other shareholder services provided by intermediaries on behalf of the shareholders of the Funds. These administrative fees are paid by the shares of the Funds to Destra Investments, who then reimburses eligible intermediaries.
The Trust has established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). In order to ensure compliance with this law, the Trust’s Program provides for the development of internal practices, procedures and controls, designation of anti-money laundering compliance officers, an ongoing training program, and an independent audit function to determine the effectiveness of the Program.
Procedures to implement the Program include, but are not limited to, determining that financial intermediaries have established proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity, checking shareholder names against designated government lists, including the Office of Foreign Asset Control (“OFAC”), and a review of all new account applications. The Trust does not intend to transact business with any person or entity whose identity cannot be adequately verified under the provisions of the USA PATRIOT Act.
The Funds do not issue share certificates. Shares will be registered in the name of the investor or the investor’s financial adviser. A change in registration or transfer of shares held in the name of a financial adviser may only be made by an order in good form from the financial adviser acting on the investor’s behalf.
Class A Shares
The price you pay for Class A shares is the public offering price, which is the NAV next determined after a Fund or its agent receives in good order your order plus an initial sales charge, if applicable, based on the amount invested as set forth in the table. The Fund receives the NAV. The sales charge is allocated between your financial intermediary and Destra Investments LLC, the Funds’ distributor, as shown in the table, except where Destra Investments LLC, in its discretion, allocates up to the entire amount to your financial intermediary. Sales charges, as expressed as a percentage of offering price, a percentage of your net investment, and as a percentage of the sales charge reallowed to financial intermediaries, are shown in the table. The dollar amount of your initial sales charge is calculated as the difference between the public offering price and the NAV of those shares. Since the offering price is calculated to two decimal places using standard rounding criteria, the number of shares purchased and the dollar amount of your sales charge as a percentage of the offering price and of your net investment may be higher or lower than the amounts set forth in the table depending on whether there was a downward or upward rounding. Although you pay no initial sales charge on purchases of $1,000,000 or more, Destra Investments LLC may pay, from its own resources, a commission to your financial intermediary on such investments.
Amount of Purchase at Offering Price
|
Sales Charge as a
Percentage of
Offering Price1
|
Sales Charge as a
Percentage of Net
Amount Invested
|
Amount of Sales
Charge Reallowed to
Financial
Intermediaries as a
Percentage of
Offering Price
|
Under $50,000
|
5.75%
|
6.10%
|
5.00%
|
$50,000 but under $100,000
|
4.50%
|
4.71%
|
3.75%
|
$100,000 but under $250,000
|
3.50%
|
3.63%
|
2.75%
|
$250,000 but under $500,000
|
2.50%
|
2.56%
|
2.00%
|
$500,000 but under $1,000,000
|
2.00%
|
2.04%
|
1.60%
|
$1,000,000 and above
|
None2
|
None
|
None3
|
1
|
Offering Price includes the initial sales charge.
|
2
|
A contingent deferred sales charge of 1.00% may apply to Class A Shares purchased without an initial sales charge if redeemed within 18 months of purchase.
|
3
|
Destra Investments may pay financial intermediaries commissions on purchases of Class A Shares as follows:
|
●
|
1.00% on amounts from $1,000,000 to $4,000,000;
|
●
|
plus 0.50% on amounts greater than $4,000,000 to $10,000,000;
|
●
|
plus 0.25% on amounts over $10,000,000.
|
As described in the Prospectus, there are several ways you can combine multiple purchases of Class A Shares of a Funds and other Destra Funds that are offered with a sales charge to take advantage of lower sales charges.
Class C Shares
Class C shares of the Funds are purchased at the NAV per share as determined at the close of the regular trading session of the NYSE next occurring after a purchase order is received in good order by a Fund or its authorized agent.
Destra Investments LLC may compensate your financial intermediary at the time of sale at a commission rate of up to 1.00% of the NAV of the Class C shares purchased. Service providers to qualified plans will not receive this amount if they receive 12b-1 fees from the time of initial investment of qualified plan assets in Class C shares.
Class P Shares and Class I Shares
Class P shares and Class I shares of the Funds are purchased at the NAV per share as determined at the close of the regular trading session of the NYSE next occurring after a purchase order is received in good order by a Fund or its authorized agent. In addition, Class P shares allow for payment of up to 0.25% of net assets to financial intermediaries for providing distribution and shareholder services to their clients.
DISTRIBUTION AND SHAREHOLDER SERVICING PLANS
Class A Shares
As described in the Prospectus, Class A shares have adopted distribution and shareholder servicing plans (the “Class A Plan”) in accordance with Rule 12b-1 under the 1940 Act. The Class A Plan is a compensation type plan and permits the payment at an annual rate of up to 0.25% of the average daily net assets of Class A shares of the Fund for activities that are primarily intended to result in the sale and/or shareholder servicing of Class A shares of such Fund, including, but not limited to, printing and delivering prospectuses, statements of additional information, shareholder reports, proxy statements, and marketing materials related to Class A shares to prospective and existing investors; providing educational materials regarding Class A shares; providing facilities to answer questions from prospective and existing investors about the Fund; receiving and answering correspondence; complying with federal and state securities laws pertaining to the sale of Class A shares; assisting investors in completing application forms and selecting dividend and other account options; and any other activities for which “service fees” may be paid under Rule 2830 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) Conduct Rules. Payments under the Class A Plan is not tied exclusively to actual distribution and shareholder service expenses, and the payments may exceed distribution and shareholder service expenses actually incurred. Payments are made to Destra Investments LLC, the Fund’s distributor, who may make ongoing payments to financial intermediaries based on the value of Fund shares held by such intermediaries’ customers.
Class C Shares
As described in the Prospectus, Class C shares have adopted a distribution and shareholder servicing plan (the “Class C Plan”) in accordance with Rule 12b-1 under the 1940 Act. The Class C Plan is a compensation type plan and permits the payment at an annual rate of up to 0.75% of the average daily net assets of Class C shares of the Fund for activities which are primarily intended to result in the sale of Class C shares of such Fund. In addition, the Class C Plan permits the payment of up to 0.25% of the average daily net assets of Class C shares of the Fund for shareholder servicing activities including, but not limited to, providing facilities to answer questions from existing investors about the Fund; receiving and answering correspondence; assisting investors in changing dividend and other account options and any other activities for which “service fees” may be paid under Rule 2830 of the FINRA Conduct Rules. Payments under the Class C Plan are not tied exclusively to actual distribution and shareholder service expenses, and the payments may exceed distribution and shareholder service expenses actually incurred.
Destra Investments LLC is entitled to retain all fees paid under the Class C Plan for the first 12 months on any investment in Class C shares to recoup its expenses with respect to the payment of commissions on sales of Class C shares. Financial intermediaries will become eligible for compensation under the Class C Plan beginning in the 13th month following the purchase of Class C shares, although Destra Investments LLC may, pursuant to a written agreement between Destra Investments LLC and a particular financial intermediary, pay such
financial intermediary 12b-1 fees prior to the 13th month following the purchase of Class C shares.
Class P Shares
As described in the Prospectus, Class P shares have adopted distribution and shareholder servicing plans (the “Class P Plan”) in accordance with Rule 12b-1 under the 1940 Act. The Class P Plan is a compensation type plan and permits the payment at an annual rate of up to 0.25% of the average daily net assets of Class P shares of the Fund for activities that are primarily intended to result in the sale and/or shareholder servicing of Class P shares of such Fund, including, but not limited to, printing and delivering prospectuses, statements of additional information, shareholder reports, proxy statements, and marketing materials related to Class P shares to prospective and existing investors; providing educational materials regarding Class P shares; providing facilities to answer questions from prospective and existing investors about the Fund; receiving and answering correspondence; complying with federal and state securities laws pertaining to the sale of Class P shares; assisting investors in completing application forms and selecting dividend and other account options; and any other activities for which “service fees” may be paid under Rule 2830 of the FINRA Conduct Rules. Payments under the Class P Plan is not tied exclusively to actual distribution and shareholder service expenses, and the payments may exceed distribution and shareholder service expenses actually incurred. Payments are made to Destra Investments LLC, who may make ongoing payments to financial intermediaries based on the value of Fund shares held by such intermediaries’ customers.
Renewal, Amendment and Termination
The Class A Plan, Class C Plan and Class P Plan (individually, a “Plan” and collectively, the “Plans”) and any Rule 12b-1 related agreement that is entered into by the Fund in connection with the Plans will continue in effect for a period of more than one year only so long as continuance is specifically approved at least annually by a vote of a majority of the trustees, and of a majority of the trustees who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plans or any related agreements (“12b-1 Trustees”). All material amendments to any Plan must be approved by a majority vote of the trustees, including a majority of the 12b-1 Trustees, at a meeting called for that purpose. In addition, any Plan may be terminated as to the Fund at any time, without penalty, by vote of a majority of the outstanding shares of that class of that Fund or by vote of a majority of the 12b-1 Trustees.
REDEMPTIONS
Redemptions, like purchases, may generally be effected only through institutional channels such as financial intermediaries and retirement platforms. In certain circumstances, Class I shares may be redeemed directly with the Funds. Certain designated organizations are authorized to receive redemption orders on the Funds’ behalf and those organizations are authorized to designate their agents and affiliates as intermediaries to receive redemption orders. Redemption orders are deemed received by a Fund when authorized organizations, their agents,
or affiliates receive the order. The Funds are not responsible for the failure of any designated organization or its agents or affiliates to carry out its obligations to its customers.
Shares normally will be redeemed for cash, although each Fund retains the right to redeem some or all of its shares in-kind under unusual circumstances, in order to protect the interests of remaining shareholders, to accommodate a request by a particular shareholder that does not adversely affect the interests of the remaining shareholders, or in connection with the liquidation of a Fund, by delivery of securities selected from its assets at its discretion. If shares are redeemed in-kind, the redeeming shareholder may incur brokerage costs in converting the assets to cash. The method of valuing securities used to make redemptions in-kind will be the same as the method of valuing portfolio securities described under “Net Asset Value” and such valuation will be made as of the same time the redemption price is determined.
The Funds reserve the right to postpone payment of redemption proceeds for up to seven calendar days. Additionally, the right to require the Funds to redeem their shares may be suspended, or the date of payment may be postponed beyond seven calendar days, whenever: (i) trading on the NYSE is restricted, as determined by the SEC, or the NYSE is closed (except for holidays and weekends); (ii) the SEC permits such suspension and so orders; or (iii) an emergency exists as determined by the SEC so that disposal of securities or determination of NAV is not reasonably practicable.
Class A Shares
A contingent deferred sales charge (“CDSC”) of 1.00% will be deducted with respect to Class A shares purchased without a sales load and redeemed within 18 months of purchase, unless waived, as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class A shares redeemed.
Class C Shares
A CDSC of 1.00% will be deducted with respect to Class C shares redeemed within 18 months of purchase, unless waived, as discussed in the Prospectus. Any applicable CDSC will be 1.00% of the lesser of the original purchase price or the value of the redemption of the Class C shares redeemed.
Class P Shares and Class I Shares
A redemption fee of 2.00% will be deducted from a shareholder’s redemption proceeds with respect to Class P shares and Class I shares of a Fund redeemed within 90 days of purchase, unless waived, as discussed in the Prospectus.
Processing or Service Fees
Broker-dealers may charge their customers a processing or service fee in connection with the purchase or redemption of Fund shares. Each individual dealer determines and should
disclose to its customers the amount and applicability of such a fee. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in the Prospectus and this Statement of Additional Information. Consult your broker-dealer for specific information about any processing or service fees you may be charged.
TAX MATTERS
Federal Income Tax Matters
This section summarizes some of the main U.S. federal income tax consequences of owning shares of the Funds. This section is current as of the date of this Statement of Additional Information. Tax laws and interpretations change frequently, and this summary does not describe all of the tax consequences to all taxpayers. For example, this summary generally does not describe your situation if you are a corporation, a non-U.S. person, a broker-dealer, or other investor with special circumstances. In addition, this section does not describe your state, local or non-U.S. tax consequences. This federal income tax summary is based in part on the advice of counsel to the Funds. The Internal Revenue Service could disagree with any conclusions set forth in this section. In addition, Funds’ counsel was not asked to review, and has not reached a conclusion with respect to the federal income tax treatment of the assets to be deposited in a Fund. Consequently, this summary may not be sufficient for you to use for the purpose of avoiding penalties under federal tax law. As with any investment, you should seek advice based on your individual circumstances from your own tax professional.
Fund Status. The Funds intend to qualify as a “regulated investment company” under the federal tax laws. If a Fund qualifies as a regulated investment company and distributes its income as required by the tax law, the Fund generally will not pay federal income taxes.
Qualification as a Regulated Investment Company. As a regulated investment company, each Fund will not be subject to federal income tax on the portion of its investment company taxable income, as that term is defined in the Code, without regard to the deduction for dividends paid and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to shareholders, provided that it distributes at least 90% of its net investment company taxable income for the year (the “Distribution Requirement”) and satisfies certain other requirements of the Code that are described below. Pending legislation would allow certain exceptions for failure to qualify if the failure is for reasonable cause or is de minimus, and certain corrective action is taken and certain tax payments are made by the Fund. Each Fund also intends to make such distributions as are necessary to avoid the otherwise applicable 4% non-deductible excise tax on certain undistributed earnings.
In addition to satisfying the Distribution Requirement, each Fund must derive at least 90% of its gross income from (1) dividends, interest, certain payments with respect to loans of stock and securities, gains from the sale or disposition of stock, securities or non-U.S. currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and (2) net income derived from an interest in “qualified publicly traded partnerships” (as such term is defined in the Code). Each Fund must also satisfy an asset diversification test in order to qualify
as a regulated investment company. Under this test, at the close of each quarter of a Fund’s taxable year, (1) 50% or more of the value of the Fund’s assets must be represented by cash, United States government securities, securities of other regulated investment companies, and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s assets and 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the value of the Fund’s assets may be invested in securities of (a) any one issuer (other than U.S. government securities or securities of other regulated investment companies), or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses or (b) in the securities of one or more “qualified publicly traded partnerships” (as such term is defined in the Code).
Distributions. Fund distributions are generally taxable. After the end of each year, you will receive a tax statement that separates a Fund’s distributions into two categories, ordinary income distributions and capital gains dividends. Ordinary income distributions are generally taxed at your ordinary tax rate, however, as further discussed below, certain ordinary income distributions received from a Fund may be taxed at the capital gains tax rates. Generally, you will treat all capital gains dividends as long-term capital gains regardless of how long you have owned your shares. To determine your actual tax liability for your capital gains dividends, you must calculate your total net capital gain or loss for the tax year after considering all of your other taxable transactions, as described below. In addition, a Fund may make distributions that represent a return of capital for tax purposes and thus will generally not be taxable to you. The tax status of your distributions from a Fund is not affected by whether you reinvest your distributions in additional shares or receive them in cash. The income from a Fund that you must take into account for federal income tax purposes is not reduced by amounts used to pay a deferred sales fee, if any. The tax laws may require you to treat distributions made to you in January as if you had received them on December 31 of the previous year. Under the “Health Care and Education Reconciliation Act of 2010,” income from a Fund may also be subject to a new 3.8 percent “medicare tax” imposed for taxable years beginning after 2012. This tax will generally apply to your net investment income if your adjusted gross income exceeds certain threshold amounts, which are $250,000 in the case of married couples filing joint returns and $200,000 in the case of single individuals.
Dividends Received Deduction. A corporation that owns shares generally will not be entitled to the dividends received deduction with respect to many dividends received from a Fund, because the dividends received deduction is generally not available for distributions from regulated investment companies. However, certain ordinary income dividends on shares that are attributable to qualifying dividends received by a Fund from certain corporations may be reported by the Fund as being eligible for the dividends received deduction.
If You Sell or Redeem Shares. If you sell or redeem your shares, you will generally recognize a taxable gain or loss. To determine the amount of this gain or loss, you must subtract your tax basis in your shares from the amount you receive in the transaction. Your tax basis in your shares is generally equal to the cost of your shares, generally including sales charges. In some cases, however, you may have to adjust your tax basis after you purchase your shares.
Taxation of Capital Gains and Losses. If you are an individual, the maximum marginal federal tax rate for net capital gain is generally 15% (generally 0% for certain taxpayers in the 10% and 15% tax brackets). These capital gains rates are generally effective for taxable years beginning before January 1, 2013. For later periods, if you are an individual, the maximum marginal federal tax rate for net capital gain is generally 20% (10% for certain taxpayers in the 10% and 15% tax brackets). The 20% rate is reduced to 18% for net capital gains from most property acquired after December 31, 2000 with a holding period of more than five years, and the 10% rate is reduced to 8% for net capital gains from most property (regardless of when acquired) with a holding period of more than five years. Net capital gain equals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than one year and is short-term if the holding period for the asset is one year or less. You must exclude the date you purchase your shares to determine your holding period. However, if you receive a capital gain dividend from a Fund and sell your share at a loss after holding it for six months or less, the loss will be recharacterized as long-term capital loss to the extent of the capital gain dividend received. The tax rates for capital gains realized from assets held for one year or less are generally the same as for ordinary income. In addition, the Code treats certain capital gains as ordinary income in special situations.
Taxation of Certain Ordinary Income Dividends. Ordinary income dividends received by an individual shareholder from a regulated investment company such as a Fund are generally taxed at the same rates that apply to net capital gain (as discussed above), provided certain holding period requirements are satisfied and provided the dividends are attributable to qualifying dividends received by the Fund itself. These special rules relating to the taxation of ordinary income dividends from regulated investment companies generally apply to taxable years beginning before January 1, 2011. Each Fund will provide notice to its shareholders of the amount of any distribution which may be taken into account as a dividend which is eligible for the new capital gains tax rates.
In-Kind Distributions. Under certain circumstances, as described in the Prospectus, you may receive an in-kind distribution of Fund securities when you redeem shares or when a Fund terminates. This distribution will be treated as a sale for federal income tax purposes and you will generally recognize gain or loss, generally based on the value at that time of the securities and the amount of cash received. The Internal Revenue Service could, however, assert that a loss may not be currently deducted.
Exchanges. If you exchange shares of your Fund for shares of another Destra Fund, the exchange would generally be considered a sale for federal income tax purposes.
Deductibility of Fund Expenses. Expenses incurred and deducted by a Fund will generally not be treated as income taxable to you. In some cases, however, you may be required to treat your portion of these Fund expenses as income. In these cases you may be able to take a deduction for these expenses. However, certain miscellaneous itemized deductions, such as investment expenses, may be deducted by individuals only to the extent that all of these deductions exceed 2% of the individual’s adjusted gross income.
Non-U.S. Tax Credit. If a Fund invests in any non-U.S. securities, the tax statement that you receive may include an item showing non-U.S. taxes the Fund paid to other countries. In this case, dividends taxed to you will include your share of the taxes the Fund paid to other countries. You may be able to deduct or receive a tax credit for your share of these taxes.
Investments in Certain Non-U.S. Corporations. If a Fund holds an equity interest in any “passive foreign investment companies” (“PFICs”), which are generally certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties or capital gains) or that hold at least 50% of their assets in investments producing such passive income, the Fund could be subject to U.S. federal income tax and additional interest charges on gains and certain distributions with respect to those equity interests, even if all the income or gain is timely distributed to its shareholders. A Fund will not be able to pass through to its shareholders any credit or deduction for such taxes. A Fund may be able to make an election that could ameliorate these adverse tax consequences. In this case, the Fund would recognize as ordinary income any increase in the value of such PFIC shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under this election, the Fund might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirement and would be taken into account for purposes of the 4% excise tax. Dividends paid by PFICs will not be treated as qualified dividend income.
Non-U.S. Investors. If you are a non-U.S. investor (i.e., an investor other than a U.S. citizen or resident or a U.S. corporation, partnership, estate or trust), you should be aware that, generally, subject to applicable tax treaties, distributions from a Fund will be characterized as dividends for federal income tax purposes (other than dividends which the Fund designates as capital gain dividends) and will be subject to U.S. income taxes, including withholding taxes, subject to certain exceptions described below. However, distributions received by a non-U.S. investor from a Fund that are properly designated by the Fund as capital gain dividends may not be subject to U.S. federal income taxes, including withholding taxes, provided that the Fund makes certain elections and certain other conditions are met. In the case of dividends with respect to taxable years of a Fund beginning prior to 2012, distributions from the Fund that are properly reported by the Fund as an interest-related dividend attributable to certain interest income received by the Fund or as a short-term capital gain dividend attributable to certain net short-term capital gain income received by the Fund may not be subject to U.S. federal income taxes, including withholding taxes when received by certain non-U.S. investors, provided that the Fund makes certain elections and certain other conditions are met. In addition, distributions after December 31, 2012 may be subject to a U.S. withholding tax of 30% in the case of distributions to (i) certain non-U.S. financial institutions that have not entered into an agreement with the U.S. Treasury to collect and disclose certain information and (ii) certain other non-U.S. entities that do not provide certain certifications and information about the entity’s U.S. owners.
FREQUENT TRADING
The Fund’s Frequent Trading Policy is as follows:
Frequent purchases and redemptions of Fund shares by Fund shareholders may present risks to other shareholders in the Fund. These risks may include disruption of portfolio investment strategies, with potential resulting harm to performance, and increased trading costs or Fund expenses. Therefore, the Board needs to assess whether it is in the best interests of a Fund, overall, to limit individual shareholders’ rights to engage in frequent purchases and redemption of Fund shares.
The Funds were designed for long-term investors and are not designed for shareholders who engage in frequent purchases and redemption of Fund shares. These Frequent Trading Policies and Procedures endeavor to detect and deter frequent trading that may be harmful to shareholders, and that is pursued for the purpose of attempting to profit from anticipated short-term market moves up or down (“market timing”).
1.General. The Funds discourage and have established policies and procedures designed to detect and deter frequent trading by investors that is believed to be engaged in for the purpose of market timing.
Shares of the Funds may be held through accounts held in the name of a financial intermediary. These accounts may be comprised of multiple investors whose purchases and redemptions are aggregated and netted before being submitted to the Funds. The Funds may not have access to information regarding trading activity by individual investors in such accounts and therefore may be unable to monitor individual investors for violations of the Funds’ policy. The Funds or their agents will seek to have financial intermediaries either provide the necessary individual investor information to the Fund or monitor the trading activity of the individual investors to detect and deter market timing.
2.Restrictions on purchases and redemptions. The Funds reserve the right to reject or restrict any purchase order (including exchanges) from any investor for any reason including excessive, short-term or other abusive trading practices which may disrupt portfolio management strategies and harm performance. The Funds may, at Destra’s sole discretion, exercise these rights for any reason, including any trading believed to fall within the definition of market timing.
The Funds also reserve the right to delay delivery of redemption proceeds up to seven days or to honor certain redemptions with securities, rather than cash.
3.Redemption Fees. For Class P and I shares, to deter market timing, the Funds impose a redemption fee on shares redeemed (or exchanged) within 90 days of purchase. The redemption fee is assessed on the value of the shares sold or exchanged and is retained by the Fund. Destra reserves the right to waive the redemption fee on behalf of the Funds in accordance with policies approved by the Board of Trustees and disclosed in the Prospectus Statement of Additional Information. Any such waiver will be reviewed by the Fund’s Chief Compliance Officer (“CCO”) and reported to the Board at its next regularly scheduled meeting.
Destra may not have access to information regarding trading activity by individual investor activity in omnibus accounts and therefore may be unable to monitor individual investors for imposition of the redemption fee. However, Destra will seek to have financial intermediaries monitor the trading activity of individual investors, assess the redemption fee and remit it to the Fund or have financial intermediaries provide the information on the trading activity of individual investors to the Funds.
4.Agreements. The Funds, Destra or Destra Investments LLC may not enter into any agreement, either explicit or implicit, with any Fund shareholder or other investor that would permit or facilitate market timing in the Funds.
The Funds direct Destra to establish specific procedures to detect and deter market timing in order to implement the foregoing policies. Under those procedures, Destra shall establish procedures for (i) identifying and reviewing potentially harmful trading activity in direct and omnibus accounts, (ii) identifying transactions subject to sales charges or redemption fees and exception to those policies, and (iii) reporting potential issues and exceptions to the Funds’ CCO. If Destra determines that frequent trading in any account is due to market timing, Destra, on behalf of the Funds, may reject the purchase or impose restrictions on future purchases or exchanges from that investor until such investor no longer engages in market timing. Destra must document and maintain all records in connection with its procedures for six years. Destra will advise the Board of any material changes to its procedures and will periodically report its activities pursuant to these Frequent Trading Policies and Procedures to the Trust’s CCO. The Trust’s CCO will periodically report to the Board on the effectiveness of these Policies and Procedures.
Underwriter
Destra Investments LLC, 901 Warrenville Road, Suite 15, Lisle, IL 60532, a wholly-owned subsidiary of Destra Capital Management LLC, serves as the principal underwriter of the shares of the Funds pursuant to a “best efforts” arrangement as provided by a distribution agreement with the Trust (the “Distribution Agreement”). Pursuant to the Distribution Agreement, the Trust appointed Destra Investments LLC to be its agent for the distribution of the Fund’s shares on a continuous offering basis. The cash-compensation rate at which Destra Investments LLC’s registered representatives are paid for sales of institutional products may differ based on a type of fund or a specific trust. The receipt of (or prospect of receiving) compensation described above may provide an incentive for a registered representative to favor sales of funds, or certain share classes of a Fund, for which they receive a higher compensation rate. You should consider these arrangements when evaluating any recommendations of your registered representative.
Destra Investments LLC sells Shares to or through brokers, dealers, banks or other qualified financial intermediaries (collectively referred to as “Dealers”), or others, in a manner consistent with the then effective registration statement of the Trust for the Fund. Pursuant to the Distribution Agreement, Destra Investments LLC, at its own expense, finances certain activities incident to the sale and distribution of the Fund’s Shares, including printing and distributing of prospectuses and statements of additional information to other than existing shareholders, the
printing and distributing of sales literature, advertising and payment of compensation and giving of concessions to Dealers. Destra Investments LLC receives for its services the excess, if any, of the sales price of the Fund’s Shares less the net asset value of those Shares, and remits a majority or all of such amounts to the Dealers who sold the Shares; Destra Investments LLC may act as such a Dealer. Destra Investments LLC also receives compensation pursuant to a distribution plan adopted by the Trust pursuant to Rule 12b-1 and described herein under “Distribution and Service Plan.” Destra Investments LLC receives any contingent deferred sales charges (“CDSCs”) imposed on redemptions of Shares, but any amounts as to which a reinstatement privilege is not exercised are set off against and reduce amounts otherwise payable to Destra Investments LLC pursuant to the distribution plan.
Destra may, from time to time and from its own resources, pay, defray or absorb costs relating to distribution, including payments out of its own resources to the Distributor, or to otherwise promote the sale of Shares. Destra’s available resources to make these payments include profits from advisory fees received from the Fund. The services Destra may pay for include, but are not limited to, advertising and attaining access to certain conferences and seminars, as well as being presented with the opportunity to address investors and industry professionals through speeches and written marketing materials.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Destra Funds have adopted a portfolio holdings disclosure policy which governs the dissemination of a Fund’s portfolio holdings. In accordance with this policy, the Funds may provide portfolio holdings information to third parties no earlier than the time a report is filed with the SEC that is required to contain such information or one day after the information is posted on the Fund’s publicly accessible website, destracapital.com. The Funds generally make available complete portfolio holdings information on the Funds’ website monthly with an approximately thirty day lag. Additionally, the Fund publishes on the website a list of its top ten holdings as of the end of each month, approximately two to five business days after the end of the month for which the information is current. This information will remain available on the website at least until the Funds file with the SEC their Forms N-CSR or Forms N-Q for the period that includes the date as of which the website information is current.
Additionally, the Funds may disclose portfolio holdings information that has not been included in a filing with the SEC or posted on the Funds’ website (i.e., non-public portfolio holdings information) only if there is a legitimate business purpose for doing so and if the recipient is required, either by explicit agreement or by virtue of the recipient’s duties to the Funds as an agent or service provider, to maintain the confidentiality of the information and to not use the information in an improper manner (e.g., personal trading). In this connection, the Funds may disclose on an ongoing, daily basis non-public portfolio holdings information in the normal course of its investment and administrative operations to various service providers, including its investment adviser and sub-adviser, independent registered public accounting firm (KPMG LLP), custodian (The Bank of New York Mellon), financial printer (Financial Graphic Service), proxy voting service(s), and to the legal counsel for the Funds’ (Chapman and Cutler LLP) and the independent trustees (Willkie Farr & Gallagher LLP). The Funds’ investment adviser and sub-adviser may also provide certain portfolio holdings information to
broker-dealers from time to time in connection with the purchase or sale of securities or requests for price quotations or bids on one or more securities. In providing this information, reasonable precautions are taken in an effort to avoid potential misuse of the disclosed information, including limitations on the scope of the portfolio holdings information disclosed, when appropriate.
Non-public portfolio holdings information may be provided to other persons if approved by a Fund’s Trustee upon a determination that there is a legitimate business purpose for doing so, the disclosure is consistent with the interests of the Fund, and the recipient is obligated to maintain the confidentiality of the information and not misuse it.
Compliance officers of a Fund and its investment adviser and sub-adviser periodically monitor overall compliance with the policy to ascertain whether portfolio holdings information is disclosed in a manner that is consistent with the Fund’s policy. Reports are made to a Fund’s Board of Trustees on an annual basis.
There is no assurance that the Funds’ policies on portfolio holdings information will protect a Fund from the potential misuse of portfolio holdings information by individuals or firms in possession of such information.
OTHER SERVICE PROVIDERS
KPMG LLP, 303 East Wacker Drive, Chicago, IL 60601, independent registered public accounting firm, has been selected as auditors for the Trust. In addition to audit services, KPMG LLP may provide assistance on accounting and tax and related matters.
The administrator of the Fund is The Bank of New York Mellon, One Wall Street, New York, New York 10286. The administrator provides administrative services and valuation and computation services.
The custodian of the assets of the Fund is The Bank of New York Mellon, One Wall Street, New York, New York 10286. The custodian performs custodial, fund accounting and portfolio accounting services.
The Fund’s transfer, shareholder services, and dividend paying agent is BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809.
GENERAL TRUST INFORMATION
The Funds are a series of the Trust. The Trust is an open-end management investment company under the 1940 Act. The Trust was organized as a Massachusetts business trust on May 25, 2010. The Board of Trustees of the Trust is authorized to issue an unlimited number of shares in one or more series, which may be divided into classes of shares. Currently, there are three series authorized and outstanding, each of which may be generally divided into different classes of shares designated as Class A shares, Class C shares, Class P shares and Class I shares. Each class of shares represents an interest in the same portfolio of investments of a Fund. Each
class of shares has equal rights as to voting, redemption, dividends and liquidation, except that each bears different class expenses, including different distribution and service fees, and each has exclusive voting rights with respect to any distribution or service plan applicable to its shares. There are no conversion, preemptive or other subscription rights. The Board of Trustees of the Trust has the right to establish additional series and classes of shares in the future, to change those series or classes and to determine the preferences, voting powers, rights and privileges thereof.
The Trust is not required and does not intend to hold annual meetings of shareholders. Shareholders owning more than 10% of the outstanding shares of a Fund have the right to call a special meeting to remove trustees or for any other purpose.
Under Massachusetts law applicable to Massachusetts business trusts, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Declaration of Trust of the Trust contains an express disclaimer of shareholder liability for acts or obligations of the Trust and requires that notice of this disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees. The Trust’s Declaration of Trust further provides for indemnification out of the assets and property of the Trust for all losses and expenses of any shareholder held personally liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust or a Fund itself was unable to meet its obligations. The Trust believes the likelihood of the occurrence of these circumstances is remote.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholder of
Destra Investment Trust:
We have audited the accompanying statements of assets and liabilities of Destra US All Cap L-Series Fund, Destra Global L-Series Fund and Destra International L-Series Fund (the “Funds” within Destra Investment Trust) as of November 23, 2010. These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Funds as of November 23, 2010, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
December 20, 2010
Destra Investment Trust
Statements of Assets and Liabilities
November 23, 2010
Assets:
|
|
Destra US All Cap
L-Series Fund
|
Destra Global
L-Series Fund
|
Destra
International
L-Series Fund
|
|
Cash
|
$101,250
|
$0
|
$0
|
|
Deferred Offering Costs
|
78,000
|
62,000
|
62,000
|
|
Total Assets
|
$179,250
|
$62,000
|
$62,000
|
Liabilities:
|
|
|
|
|
|
Accrued Offering Costs
|
78,000
|
62,000
|
62,000
|
|
Total Liabilities
|
78,000
|
62,000
|
62,000
|
Net Assets
|
|
$101,250
|
$0
|
$0
|
|
|
|
|
|
Net Assets Consist of:
|
|
|
|
|
Paid-in Capital
|
$101,250
|
$0
|
$0
|
Net Assets
|
|
$101,250
|
$0
|
$0
|
|
|
|
|
|
Net Assets:
|
|
|
|
|
|
Class A Shares
|
$50,625
|
$0
|
$0
|
|
Class I Shares
|
$50,625
|
$0
|
$0
|
|
|
|
|
|
Shares Issued and Outstanding:
|
|
|
|
|
Class A Shares
|
3,375
|
-
|
-
|
|
Class I Shares
|
3,375
|
-
|
-
|
|
|
|
|
|
Net Asset Value per share (par value of $0.001):
|
|
|
|
Class A Shares
|
$15.00
|
$15.00
|
$15.00
|
|
Class I Shares
|
$15.00
|
$15.00
|
$15.00
|
See Notes to Financial Statements
Destra US All Cap L-Series Fund
Notes to Financial Statements
November 23, 2010
Destra Investment Trust (the “Trust”), organized as a Massachusetts business trust on May 25, 2010, as an open-end management investment company, under the Investment Company Act of 1940, as amended (“the 1940 Act”). As of November 23, 2010, the Trust consists of three series (collectively, the “Funds” and each individually a “Fund”): Destra Global L-Series Fund (“Global”), Destra International L-Series Fund (“International”), and the Destra US All Cap L-Series Fund (“US All Cap”). US All Cap currently is the only Fund active within the Trust. The Funds initially intend to offer two classes of shares, Classes A and I, but have the ability to offer Classes C and P as well. All shares classes have equal rights and voting privileges, except in matters affecting a single class. Each Fund is diversified and represents shares of beneficial interest in a separate portfolio of securities and other assets, with its own investment objective, policies and strategies.
Destra Advisors LLC (“Adviser”) serves as the investment adviser of the Funds, with responsibility for the overall management of the Funds. The Adviser has retained Zebra Capital Management, LLC (“Zebra”), as sub-adviser to manage the investment portfolio of the Funds. Zebra is a Connecticut limited liability company.
The Funds have had no operations to date, other than matters relating to the sale and issuance by US All Cap of 3,375 shares of Classes A and I to Destra Investments LLC, an affiliate of the Adviser in return for $50,625 per Class (aggregate purchase amount of $101,250) on November 23, 2010. As of November 23, 2010, Destra Investments LLC owned 100% of the outstanding shares of beneficial interest in the US All Cap.
2. Significant Accounting Policies
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles 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 statement of assets and liabilities. Actual results could differ from those estimates.
The Funds intend to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code. If so qualified, the Funds will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and capital gains to shareholders.
All shareholders bear the common expenses of each Fund and earn income including realized gains/losses from the portfolio pro rata based on the average daily net assets of each class, without distinction between share classes. Shareholders of each class also bear certain expenses that pertain to that particular class.
Most of the Trust’s expenses will be directly attributable to specific Funds in the Trust. Expenses which cannot be directly attributed are apportioned among each Fund in the Trust on a pro rata basis.
In the normal course of business, the Funds may enter into contracts that contain a variety of representations which provide general indemnifications for certain liabilities. Each Fund’s maximum exposure under these arrangements is unknown. However, since their commencement of operations,
the Funds have not had claims or losses pursuant to these contracts and expect the risk of loss to be remote.
The Funds have entered into an Investment Advisory Agreement with the Adviser. Subject to the oversight of the Funds’ Board of Trustees, the Adviser is responsible for managing the Funds’ business affairs and providing day-to-day administrative services to the Funds either directly or through others selected by it for the Funds.
Pursuant to the Investment Advisory Agreement, the Adviser receives an annual fee payable monthly, at an annual rate of 0.85%, 0.90%, and 0.95% of the average daily net assets of US All Cap, Global, and International, respectively. The Trust and Adviser have retained Zebra as investment sub-adviser to the Funds. Pursuant to the Sub-Advisory Agreement between Zebra and the Adviser, the Adviser will pay Zebra an annual fee payable monthly, equal to one half of the net advisory fees collected by the Adviser from US All Cap, Global and International, respectively.
4. Plan of Distribution (12b-1)
The Trust has adopted a Plan of Distribution (“Plan”) pursuant to Rule 12b-1 under the 1940 Act with respect to the Class A, Class C and Class P shares of the Fund. The Plan allows for the payment of services related to the distribution and servicing of these shares at a rate of up to 0.25%, 1.00% and 0.25% per annum of the average daily net asset value of the Class A, Class C and Class P shares, respectively, of the Funds.
The Trust and the Adviser have entered into a Fee Waiver and Expense Reimbursement Agreement whereby the Adviser has agreed to waive its fee and/or reimburse the other expenses to the extent necessary to reduce the expense ratios of Class A and Class I of US All Cap to 1.70% and 1.45%, respectively, of Class A and Class I of Global to 1.80% and 1.55%, respectively, and of Class A and Class I of International to 1.85% and 1.60%, respectively. The expense ratio for each class represents the ratio of the total annual operating expenses of the class (excluding interest, taxes, dividend expense, borrowing costs, interest expense relating to short sales and extraordinary expenses, if any) to the average net assets of the class.
6. Other Service Providers
Bank of New York Mellon serves as the Funds’ Administrator, Custodian, Accounting Agent and Transfer Agent, and Destra Investments LLC serves as the Funds’ Distributor.
7. Organization and Offering Costs
Expenses incurred in connection with organizing of the Trust and Funds were paid by the Adviser. The Funds do not have an obligation to reimburse the Adviser or its affiliates for organizational expenses paid on its behalf. Offering costs have been capitalized by each respective Fund and will be amortized into expense over the first twelve months of each Fund’s operations.
8. Purchase and Redemption of Shares
Investors may purchase shares of the Funds at their net asset value (“NAV”), based on the next calculation of the NAV after the order is placed. An initial sales charge of up to 5.75% may be imposed on Class A purchases, other institutions may impose transaction fees on shares purchased through them.
Redemptions are processed at the NAV next calculated after receipt of the redemption order by a fund or its agents. Redemption proceeds, less any applicable CDSC for Class A shares or any applicable redemption fee for Class P shares and Class I shares, will normally be sent within seven business days following receipt of the redemption order. Class P shares and Class I shares will charge a redemption fee of 2% of redemption proceeds on shares held for 90 days or less. This fee is paid directly to the fund rather than to Adviser and is designed to deter excessive short-term trading and to offset the brokerage commissions, market impact and other costs associated with changes in the fund’s asset level and cash flow due to short-term money movements in and out of the fund.
The Fund has evaluated subsequent events through the date of issuance of this report and has determined that there are no material events that would require disclosure.
42