UNITED STATES

1940 Act File No. 811-22417

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)(Rule 14a-101)

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the registrantxRegistrant ☒

Filed by a partyParty other than the registrant¨Registrant ☐

 

Check the appropriate box:

 

x☒Preliminary proxy statement.Proxy Statement.
¨☐Confidential, for use of the Commission onlyOnly (as permitted by
Rule 14a-6(e)(2)).
¨☐Definitive proxy statement.Proxy Statement.
¨☐Definitive additional materials.Additional Materials.
¨☐Soliciting material pursuantMaterial Pursuant to Section 240.14a-12§ 240.14a-12.

 

DESTRA INVESTMENT TRUST Destra Investment Trust

 

(Name of Registrant as Specified inIn Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

 

Payment of filing fee (checkFiling Fee (Check the appropriate box):

x☒No fee required.

¨☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)Title of each class of securities to which transaction applies:

 

 

 

(2)Aggregate number of securities to which transaction applies:

 

 

 

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

(4)Proposed maximum aggregate value of transaction:

 

 

 

(5)Total fee paid:

 

 

 

¨☐Fee paid previously with preliminary materials.materials:

 

¨

☐    Check box if any part of the fee is offset as provided by Exchange Act Rule-0-11(a)Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

(1)Amount Previously Paid:

 

 

 

(2)Form, Schedule or Registration Statement No.:

 

 

 

(3)Filing Party:

 

 

 

(4)Date Filed:

 

 

 

 

Destra Investment Trust

One North Wacker, 48th Floor

Chicago, Illinois 60606

Important Information for Fund Shareholders

___________, 2017

 

Destra Flaherty & Crumrine Preferred and IncomeGranahan Small Cap Advantage Fund

Destra Focused Equity Fund

Destra Wolverine Alternative Opportunities Fund

(each, a“Fund”and collectively, the“Funds”)

 

While we[Mailing Date], 2020

Dear Shareholder,

Destra Investment Trust (the “Trust”) will hold a Special Meeting of Shareholders of the Destra Granahan Small Cap Advantage Fund (the “Fund”) on [Meeting date], 2020 at the offices of Destra Capital Advisors LLC (“Destra” or the “Adviser”), 444 West Lake Street, Suite 1700, Chicago, IL 60606 (the “Special Meeting”). This Special Meeting is being called because Destra Capital Management LLC (“DCM”), the parent company of Destra, has agreed to buy back Continuum Funds Holdings, LLC’s (“Continuum”) control features and equity stake in DCM (the “Transaction”). The result of the Transaction is a change of control of Destra pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”). The closing of the Transaction (the “Closing”) is contingent upon, among other things, the approval by the Fund’s shareholders of (i) a new investment management agreement between the Trust, on behalf of the Fund and Destra (the “New Advisory Agreement”) and (ii) a new sub-advisory agreement among the Trust, on behalf of the Fund, Destra and Granahan Investment Management, Inc. (“Granahan” or the “Sub-Adviser”) (collectively, the “New Advisory Agreements”), which means that the Closing will not occur unless shareholders of the Fund approve the New Advisory Agreements.

The Transaction will result in DCM buying back all of Continuum’s outstanding equity interests in DCM, and as of the Closing, Continuum will relinquish all equity interests and investor member rights in DCM, including voting share privileges and all board rights and participation. As a result, effective as of the Closing, Continuum will no longer control Destra.

The change of control caused by the Transaction will result in the termination of (i) the existing advisory agreement between the Trust, on behalf of the Fund, and Destra; and (ii) the existing sub-advisory agreement among the Trust, on behalf of the Fund, Destra and Granahan. For Destra to continue as the Fund’s investment adviser and for Granahan to continue as the Fund’s sub-adviser following the Closing, the Fund is required to seek the approval by the shareholders of the Fund of the New Advisory Agreements. After the Closing, Destra and Granahan will continue to manage the Fund according to the same objectives and policies as before. In addition, the personnel that are currently providing services to the Fund are not expected to change as a result of the Transaction.

The Trust’s Board of Trustees (the “Board of Trustees”) believes that approving the New Advisory Agreements is in the best interests of the Fund and its shareholders. Accordingly, the current Board of Trustees has unanimously voted to approve the New Advisory Agreements for the Fund and to recommend that the shareholders of the Fund also approve the New Advisory Agreements.

The enclosed proxy statement explains the following proposals:

vA proposal to approve a new investment advisory agreement between the Trust, on behalf of the Fund, and Destra, as a result of the Transaction.

vA proposal to approve a new sub-advisory agreement among the Trust, on behalf of the Fund, Destra and Granahan as a result of the Transaction.

Please note that the terms of the New Advisory Agreements are substantially similar to the terms of the Fund’s current investment advisory and sub-advisory agreements, respectively, with respect to services provided by Destra and Granahan. The New Advisory Agreement differs, however, with respect to the payment of the compensation of the chief compliance officer of the Trust, which is proposed to be borne by the Trust rather than the Adviser. The New Advisory Agreement does not increase the rate of the advisory fees payable by the Fund, but may have the effect of increasing the total annual operating expenses borne by the Fund.

Thank you for your investment in the Fund. I encourage you to readexercise your rights in governing the full textFund by voting on the proposals. The Board of Trustees recommends that you vote FOR the proposals to approve the New Advisory Agreements. Your vote is important. Whether or not you expect to attend the Special Meeting, it is important that your shares be represented. Your immediate response will help reduce the need for the Fund to conduct additional proxy solicitations. Please review the proxy statement and then vote by Internet, telephone or mail as soon as possible. If you vote by mail, please sign and return all of the enclosed Joint Proxy Statement, we are also providing you with a brief overview of the proposalsproxy cards included in the Questions & Answers (“Q&A”) below. this package.

The Q&A contains limited information. It should be read in conjunction with, andFund is qualified by referencesensitive to the more detailed information contained elsewhere inhealth and travel concerns the Joint Proxy Statement.Fund’s shareholders may have and the protocols that federal, state and local governments may impose. Due to the difficulties arising from the coronavirus known as COVID-19, the date, time, location or means of conducting the Special Meeting may change. In the event of such a change, the Fund will announce alternative arrangements for the Special Meeting as promptly as practicable, which may include holding the Special Meeting by means of remote communication, among other steps, but the Fund may not deliver additional soliciting materials to shareholders or otherwise amend the Fund’s proxy materials. The Fund plans to announce these changes, if any, at [                    ] and encourages you to check this website prior to the Special Meeting if you plan to attend.

 

Sincerely,
Nicholas Dalmaso
Chairman and Trustee

Questions and Answers:

IMPORTANT INFORMATION

 

Q.Why am I receiving this Joint Proxy Statement?proxy statement?

 

A.You are being asked to vote on several important matters affecting yourthe Fund:

 

(1)Approval of a New Investment ManagementAdvisory Agreement for your Fundthe Fund..

 

Destra Capital Advisors LLC (“Destra” or the“Adviser”) serves as your Fund’s investment adviser. On July 21, 2017,DCM has entered into an agreement with Continuum, Funds Holdings, LLC (“Continuum”) agreedpursuant to acquire approximately 79%which DCM will buy back all of Destra Capital Management LLC, the parent company of DestraContinuum’s outstanding equity interests in DCM (the“Transaction” “Transaction”). UponThe Transaction will result in DCM buying back all of Continuum’s outstanding equity interests in DCM, and as of the closingClosing, Continuum will relinquish all equity interests and investor member rights in DCM, including voting share privileges and all board rights and participation. As a result, effective as of the Closing, DCM will control Destra.

While Destra will continue to perform investment advisory services after the Transaction, the consummation of the Transaction (the“Closing”),will result in the change of control of Destra. Under federal securities law and the terms of the current investment managementadvisory agreement, under whicha change of control results in the termination of the current advisory agreement. If Destra serves as investment adviser to your Fund will automatically terminate. In order to permit Destrais to continue to serve as investment adviser to yourthe Fund oncefollowing the Closing occurs, securities laws require your Fund’sTransaction, it is necessary for shareholders of the Fund to approve a new investment management agreement.New Advisory Agreement for the Fund. The Closing is contingent upon, among other things, the approval of the Funds’Fund’s new investment managementadvisory agreement by shareholders, which means that the Closing will not occur unless shareholders of eachthe Fund approve its new investment management agreement.the New Advisory Agreement.

The terms of the New Advisory Agreement are substantially similar to the terms of the Fund’s current advisory agreement with respect to services provided by Destra. The New Advisory Agreement differs, however, with respect to the payment of the compensation of the chief compliance officer of the Trust, which is proposed to be borne by the Trust rather than by the Adviser. The New Advisory Agreement does not increase the rate of the advisory fees payable by the Fund, but may have the effect of increasing the total annual operating expenses borne by the Fund.

 

(2)Approval of a New Investment Sub-Advisory Agreement for your Fundthe Fund..

 

Destra has retained a sub-adviserGranahan to manageserve as the assets of your Fund. The sub-adviser to each Fund is identified in the enclosed Joint Proxy Statement.Fund’s sub-adviser. Upon the Closing, the current investment sub-advisory agreementsagreement under which Granahan serves the sub-advisers serve the FundsFund will automatically terminate. In order to permit your Fund’s sub-adviserGranahan to continue to serve as sub-adviser to yourthe Fund once the Closing occurs, securities laws require yourthe Fund’s shareholders to approve a new investment sub-advisory agreement. The Closing is contingent upon, among other things, the approval of each Fund’s new investment sub-advisory agreement by shareholders, which means thatfor the Closing will not occur unless shareholders of each Fund approve its new investment sub-advisory agreement.

(3)Approval of New Investment Management and Sub-Advisory Agreements for Destra Wolverine Asset Subsidiary of Destra Wolverine Alternative Opportunities Fund.

To meet its investment objective, Destra Wolverine Alternative Opportunities Fund makes investments, in part, through Destra Wolverine Asset Subsidiary (the“Subsidiary”), a wholly owned subsidiary organized under the laws of the Cayman Islands. Destra is the investment adviser to the Subsidiary pursuant to an investment management agreement with the Subsidiary and has retained a sub-adviser to manage the assets of the Subsidiary pursuant to an investment sub-advisory agreement. To permit Destra to continue to serve as investment adviser, and to permit the sub-adviser to continue to serve as sub-adviser, to the Subsidiary once the Closing occurs, the shareholders of Destra Wolverine Alternative Opportunities Fund are required to approve a new investment management agreement and investment sub-advisory agreement.Fund. The Closing is contingent upon, among other things, the approval of the Fund’s new investment management agreement and investment sub-advisory agreement for the Subsidiary by shareholders, of Destra Wolverine Alternative Opportunities Fund, which meansmeaning that the Closing will not occur unless shareholders of suchthe Fund approve the new investment management agreement and investment sub-advisory agreement for the Subsidiary.

(4)Election of a Trustee to the Board.

You are also being requested to vote on a proposal to elect a new “Independent Trustee” (i.e., a Trustee who is not an “interested person” of the Funds or of the Adviser within the meaning of the Investment Company Act of 1940, as amended (the“1940 Act”)) to serve on the Board and replace James Bernard Glavin, an Independent Trustee who is expected to resign effective upon the election of the new Trustee, as described in Proposal 4.

(5)Approval of a “Manager of Managers” Arrangement for Destra Focused Equity Fund.

Shareholders of Destra Focused Equity Fund are being requested to approve the implementation of a “manager of managers” arrangement that will permit the Adviser, subject to prior approval by the Board of Trustees (the“Board”), including a majority of the Independent Trustees (as defined below), of Destra Investment Trust (the“Trust”), to enter into and materially amend agreements with certain wholly owned and non-affiliated sub-advisers without obtaining further approval of the Fund’s shareholders. The use of a manager of managers arrangement is subject to the SEC issuing an exemptive order, which the Trust and the Advisor previously received. However, the ability of the Adviser to use the manager of managers arrangement with respect to Destra Focused Equity Fund is subject to the shareholders’ approval of such arrangement.

Your Fund’s Board, including the Independent Trustees, unanimously recommends that you voteFOReach proposal applicable to your Fund.

Your vote is very important. We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. If enough shareholders do not cast their votes, your Fund may not be able to hold its meeting or to obtain the vote on each issue. Your immediate response will prevent the inconvenience of further solicitations for a shareholder vote.agreement.

 

Q.How will I as a Fund shareholder be affected bythis affect my account with the Transaction?Fund?

 

A.Your Fund investment willThe Transaction should not change as a result of Destra’s change of ownership.affect your account. You will still owncan expect the same Fund shareslevel of management expertise and quality shareholder service at the underlying value of those shares will not change as a resultconclusion of the Transaction. Destra and your Fund’s sub-adviser will continue to manage your Fund according to the same objectives and policies as before, and it is not anticipated that there will be any significant changes to your Fund’s operations.

 

Q.Will therethe investment advisory fee rate be any important differences between my Fund’s newthe same upon approval of the New Advisory Agreement?

A.Yes, the investment management agreement and sub-advisory agreement andadvisory fee rate applicable to the Fund under the New Advisory Agreement will be identical to the current agreements?advisory fee rate applicable to the Fund. Currently, the Fund pays to Destra a monthly fee in an annual amount equal to 1.10% of the Fund’s average daily net assets.

However, under the New Advisory Agreement, the compensation of the chief compliance officer of the Trust would be borne by the Trust rather than the Adviser. The New Advisory Agreement does not increase the rate of the advisory fees payable by the Fund, but may have the effect of increasing the total annual operating expenses borne by the Fund.

Granahan is paid by Destra out of the management fee that Destra is paid by the Fund. The sub-advisory fees paid will not change under the new sub-advisory agreement.

Q.Will the Fund pay for the proxy solicitation and related legal costs?

 

A.No. The terms of the new and current agreements are substantially identical for your Fund and the Subsidiary. ThereThese costs ultimately will be no change in the contractual management fees you pay.borne by Destra and DCM.

 

Q.What will happen if shareholders of mythe Fund do not approve the new investment management agreement orNew Advisory Agreement and sub-advisory agreement?

 

A.Completion of the Transaction is contingent upon, among other things, approval of Proposals 1, 2 and 3, as set forth above,the New Advisory Agreements by shareholders of each applicablethe Fund. If the Closing does not occur, the current investment managementadvisory agreement and sub-advisory agreementsagreement will not automatically terminate and, therefore, it will not be necessary to enter into new agreements. The proposal to elect a Trustee and the proposal to approve the “manager of managers” arrangement, however, are not contingent on the completion of the Transaction or the approval of the new investment management agreement and the new sub-advisory agreements.

Q.What is a “manager of managers” arrangement?

A.Under the provisions of the 1940 Act, the appointment of a sub-adviser or an amendment to a sub-advisory agreement requires a shareholder vote. An advisory structure commonly referred to as a “manager of managers” arrangement permits a fund’s investment adviser to enter into or amend sub-advisory agreements with sub-advisers without shareholder approval. The use of a manager of managers arrangement is subject to the SEC issuing an exemptive order, which the Trust and the Adviser previously have received. However, the ability of the Adviser to use the manager of managers arrangement with respect to Destra Focused Equity Fund is subject to the shareholders’ approval of such arrangement.

Q.What is the purpose of a “manager of managers” arrangement?

A.The arrangement would provide flexibility for the Adviser, on behalf of Destra Focused Equity Fund, to enter into or materially amend agreements with sub-advisers without first obtaining shareholder approval. This flexibility may result in cost savings, from avoiding the expenses of solicitation and other costs associated with seeking shareholder approval. Shareholders will receive an information statement about the sub-adviser and sub-advisory agreement or a notice providing a summary of relevant information and instructions on how to access the information statement on the Internet.

 

Q.How does the Board recommend that I vote on the proposals?vote?

 

A.After careful consideration,The current members of the Board unanimously recommendsof Trustees, including all of the trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”) recommend that shareholdersyou voteFOReach proposal applicable in favor of the proposals to your Fund.approve the New Advisory Agreements.

 

Q.Whom do I call if I have questions?only a few shares — does my vote matter?

 

A.Your vote is important. If you need any assistance or have any questions regarding the proposals or howmany shareholders choose not to vote, your shares, please callOkapi Partners, your Fund’s proxy solicitor, at (855) 305-0857.the Fund might not receive enough votes to reach a quorum to hold the Special Meeting. If it appears that there will not be a quorum, the Fund would have to send additional mailings or otherwise solicit shareholders to try to obtain more votes.

 

Q.WillWhat is the deadline for submitting my Fund pay for this proxy solicitation?vote?

 

A.No.ContinuumWe encourage you to vote as soon as possible to make sure that the Fund receives enough votes to act on the proposals. Unless you attend the Special Meeting to vote in person, your vote (cast by Internet, telephone or its affiliates will bear all costs and expenses associated withpaper proxy card as described below) must be received by the preparation, printing and mailingFund by [       ] Central Time on [Meeting Date], 2020.

Q.Who is eligible to vote?

A.Any person who owned shares of the Joint Proxy Statement,Fund on the solicitation of proxy votes and holding the meetings.“record date,” which was [Record Date], 2020 (even if that person has since sold those shares).

 

Q.How docan I vote my shares?

A.You can vote your shares by completing and signing the enclosed proxy card and mailing it in the enclosed postage-paid envelope. Alternatively, you may vote by telephone by calling the toll-free number found on your proxy card or by going to the Internet site found on your proxy card.

Q.Will anyone contact me?vote?

 

A.You may receivevote in any of four ways:

oThrough the Internet. Please follow the instructions on your proxy card.
oBy telephone, with a toll-free call from Okapi Partners,to the phone number indicated on the proxy solicitor, to verify that you receivedcard.
oBy mailing in your proxy materials, to answer any questionscard.
oIn person at the Special Meeting at the offices of Destra Capital Advisors LLC, 444 West Lake Street, Suite 1700, Chicago, Illinois 60606 on [Meeting Date], 2020.

We encourage you to vote via the Internet or telephone using the control number on your proxy card and following the simple instructions because these methods result in the most efficient means of transmitting your vote and reduce the need for the Fund to conduct telephone solicitations and/or follow up mailings. If you would like to change your previous vote, you may vote again using any of the methods described above.

Q.How should I sign the proxy card?

A.You should sign your name exactly as it appears on the proxy card. Unless you have instructed us otherwise, either owner of a joint account may have aboutsign the proposals and to encourage you to vote your proxy.card, but again, the owner must sign the name exactly as it appears on the card. The proxy card for accounts of which the signer is not the owner should be signed in a way that indicates the signer’s authority—for example, “Mary Smith, Custodian.”

 

 

 

 

One North Wacker, 48th Floor

Chicago, Illinois 60606Destra Investment Trust

 

Notice of Joint Special Meeting
of Shareholders
to Be Held on [October 19]Destra Granahan Small Cap Advantage Fund

444 West Lake Street, Suite 1700

Chicago, IL 60606-0070

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held [Meeting Date], 20172020

 

Destra Investment Trust

Destra Flaherty & Crumrine Preferred and Income Fund

Destra Focused Equity Fund

Destra Wolverine Alternative Opportunities Fund

[September 5], 2017

To the Shareholders of the above Funds:

Notice is hereby given that (the “Trust”) will hold a Joint Special Meeting of Shareholders (the“Meeting”) of Destra Investment Trust, a Massachusetts business trust (the“Trust”), on behalf of each series of the Trust (as identified above andDestra Granahan Small Cap Advantage Fund (the “Fund”) onAppendix Ato the enclosed Joint Proxy Statement, each a“Fund,” and collectively, the“Funds”) [Meeting Date], will be held in2020 at the offices of Destra Capital Advisors LLC One North Wacker Drive, 48th Floor,(“Destra” or the “Adviser”), 444 West Lake Street, Suite 1700, Chicago, IllinoisIL 60606, on [Thursday, October 19], 2017, at 10[Meeting Time] a.m., Central time, forTime (the “Special Meeting”). This Special Meeting is being held so that shareholders can consider the following purposes:following:

 

•Proposal 1:To1.A proposal to approve a new investment managementadvisory agreement between the Trust, on behalf of the Fund, and Destra, as a result of a transaction pursuant to which Destra Capital AdvisorsManagement LLC (“Destra”(“DCM”), each Fund’s investment adviser, applicablethe parent company of Destra, has agreed to each series of the Trust.

•Proposal 2:To approve a new investment sub-advisory agreement as follows:buy back Continuum Funds Holdings, LLC’s (“Continuum”) control features and equity stake in DCM (the “Transaction”).

 

a.2.ToA proposal to approve a new investment sub-advisory agreement among Destra, Flaherty & Crumrine Incorporated and the Trust, on behalf of the Fund, Destra Flaherty & Crumrine Preferred and Income Fund;

b.To approveGranahan Investment Management, Inc. (“Granahan” or the “Sub-Adviser”) as a new investment sub-advisory agreement among Destra, WestEnd Advisors, LLC and the Trust, on behalf of Destra Focused Equity Fund; and

c.To approve a new investment sub-advisory agreement among Destra, Wolverine Asset Management, LLC and the Trust, on behalf of Destra Wolverine Alternative Opportunities Fund.

•Proposal 3:To approve the following agreements on behalfresult of the Destra Wolverine Alternative Opportunities Fund:

a.To approve a new investment management agreement between the Destra Wolverine Asset Subsidiary and Destra; and

b.To approve a new investment sub-advisory agreement among Destra Wolverine Asset Subsidiary, Destra and Wolverine Asset Management, LLC.

•Proposal 4:To elect one (1) Trustee to the Board.

•Proposal 5:To approve a “manager of managers” structure for Destra Focused Equity Fund.

To transact such other business as may properly come before the Meeting.Transaction.

 

Please see the table contained on page [1] of the enclosed Joint Proxy Statement, which indicates which proposals shareholders of each Fund are being asked to approve.THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSALS TO APPROVE (i) THE NEW ADVISORY AGREEMENT; AND (ii) THE NEW SUB-ADVISORY AGREEMENT. APPROVAL OF THE NEW ADVISORY AGREEMENT AND NEW SUB-ADVISORY AGREEMENT IS BEING PROPOSED BECAUSE THE CONSUMMATION OF THE CHANGE OF CONTROL OF DESTRA WILL RESULT IN THE TERMINATION OF THE EXISTING ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT. APPROVAL OF THE PROPOSALS WILL NOT RESULT IN AN INCREASE IN THE FUND’S ADVISORY FEE RATE. HOWEVER, APPROVAL OF THE NEW ADVISORY AGREEMENT MAY HAVE THE EFFECT OF INCREASING THE TOTAL ANNUAL OPERATING EXPENSES BORNE BY SHAREHOLDERS BECAUSE THE PAYMENT OF THE COMPENSATION OF THE TRUST’S CHIEF COMPLIANCE OFFICER WOULD BE BORNE BY THE TRUST RATHER THAN THE ADVISER.

 

Shareholders of record of the Fund at the close of business on August 28, 2017,the record date, [Record Date], 2020 are entitled to notice of and to vote at the Meeting.

Special Meeting and any adjournment(s) thereof. The BoardNotice of Trustees recommends that shareholders voteFOR each proposal above.

All shareholders are cordially invited to attend the Meeting. In order to avoid delaySpecial Meeting of Shareholders, proxy statement and additional expense and to assure that your shares are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Meeting. You may vote by mail, by telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if mailed in the United States. To vote by telephone, please call the number found on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote over the Internet, please goare being mailed on or about [Mailing Date] to the website found on your proxy card and follow the instructions, using your proxy card as a guide.such shareholders of record.

 

By Order of the Board of Trustees,

 

/s/ Nicholas Dalmaso

Nicholas Dalmaso

Chairman and Trustee

[Mailing Date], 2020

YOUR VOTE IS IMPORTANT

You can vote easily and quickly over the Internet, by toll-free telephone call, or by mail. Just follow the simple instructions that appear on your proxy card. Please help the Fund reduce the need to conduct telephone solicitation and/or follow-up mailings by voting today.


Destra Investment Trust

Destra Granahan Small Cap Advantage Fund

444 West Lake Street, Suite 1700

Chicago, IL 60606-0070

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

[Meeting Date], 2020

Introduction

This proxy statement is being provided to you on behalf of the Board of Trustees

Destra Investment Trust

One North Wacker, 48th Floor

Chicago, Illinois 60606

Joint Proxy Statement

[August __, 2017]

This Joint Proxy Statement is first being mailed to shareholders on or about [September 5, 2017.]

Destra Flaherty & Crumrine Preferred and Income Fund

Destra Focused Equity Fund

Destra Wolverine Alternative Opportunities Fund

This Joint Proxy Statement is furnished in connection with the solicitation by the board (the “Board of trustees (the“Board” and each trustee, a“Trustee” and collectively, the“Trustees”) of Destra Investment Trust (the“Trust” “Trust”), on behalf of each series of in connection with the Trust (as identified above and onAppendix A, each a“Fund,” and collectively, the“Funds”),solicitation of proxies to be votedused at a Special Meeting of Shareholders (the “Special Meeting”) of the Destra Granahan Small Cap Advantage Fund (the “Fund”). The following table identifies the proposals set forth in this proxy statement.

Proposal
Number		Proposal Description
1Approval of new advisory agreement for the Fund.
2Approval of new sub-advisory agreement for the Fund.

You will find this proxy statement divided into five parts:

Part 1Provides details on the proposal to approve the new advisory agreement (see page 3)
Part 2Provides details on the proposal to approve the new sub-advisory agreement (see page 9)
Part 3Provides information about ownership of shares of the Fund (see page 14)
Part 4Provides information on proxy voting and the operation of the Special Meeting (see page 15)
Part 5Provides information on other matters (see page 18)

Please read the proxy statement before voting on the proposals. Please call toll-free at 1-[Toll Free Number] if you have any questions about the proxy statement, or if you would like additional information.

We anticipate that the Notice of Special Meeting of Shareholders, this proxy statement and the proxy card (collectively, the “proxy materials”) will be mailed to shareholders beginning on or about [Mailing Date], 2020.

Annual and Semi-Annual Reports. The Fund’s most recent annual and semi-annual reports to shareholders are available at no cost. You may obtain a copy of these reports by calling Destra at [844-9DESTRA (933-7872)], visiting the Fund’s website at destracapital.com/literature or contacting your financial advisor. Shareholders may call [toll-free number] with any inquiries about the proxy materials.

Important Notice Regarding the Availability of Materials

for the Special Meeting of Shareholders to be held in the offices of Destra Capital Advisors LLC, One North Wacker Drive, 48th Floor, Chicago, Illinois 60606,Held on [Thursday, October 19, 2017, at 10 a.m.[Meeting Date], Central time] (for each Fund, a“Meeting” and collectively, the“Meetings”), and at any and all adjournments, postponements or delays thereof.2020

Proposals

1.To approve a new investment management agreement between the Trust and Destra Capital Advisors LLC (“Destra” or the“Adviser”), each Fund’s investment adviser, applicable to each series of the Trust.

2.To approve a new investment sub-advisory agreement as follows:

a.To approve a new investment sub-advisory agreement among Destra, Flaherty & Crumrine Incorporated and the Trust, on behalf of the Destra Flaherty & Crumrine Preferred and Income Fund;

b.To approve a new investment sub-advisory agreement among Destra, WestEnd Advisors, LLC and the Trust, on behalf of the Destra Focused Equity Fund; and

c.To approve a new investment sub-advisory agreement among Destra, Wolverine Asset Management, LLC and the Trust, on behalf of the Destra Wolverine Alternative Opportunities Fund.

3.To approve the following agreements on behalf of the Destra Wolverine Alternative Opportunities Fund:

a.To approve a new investment management agreement between the Destra Wolverine Asset Subsidiary (the“Subsidiary”) and Destra; and

b.To approve a new investment sub-advisory agreement among the Subsidiary, Destra and Wolverine Asset Management, LLC.

4.To elect one (1) Trustee to the Board.

5.To approve a “manager of managers” structure for Destra Focused Equity Fund.

 

The following table indicatesproxy statement for the Special Meeting is available at http://www.[________].


PART 1

DESCRIPTION OF PROPOSAL 1

APPROVAL OF A NEW ADVISORY AGREEMENT

Introduction

The Special Meeting is being called to consider a proposal necessitated by the proposed Transaction between DCM and Continuum, pursuant to which shareholders are solicited with respect to each Proposal.DCM will buy back all of Continuum’s outstanding equity interests in DCM. The enclosed proxy card(s) indicateTransaction will result in DCM buying back all of Continuum’s outstanding equity interests in DCM, and as of the Fund(s)Closing, Continuum will relinquish all equity interests and investor member rights in DCM, including voting share privileges and all board rights and participation. As a result, effective as of the Closing, Continuum will no longer control Destra, which you hold shareswill result in a change of control of Destra and the Proposalsautomatic termination of the existing advisory agreement between the Trust, on which you are being asked to vote.

1

 Proposal(*)
 1 2(a) 2(b) 2(c) 3(a) 3(b) 4 5
                
Destra Flaherty & Crumrine Preferred and Income FundX X         X  
Destra Focused Equity FundX   X       X X
Destra Wolverine Alternative Opportunities FundX     X X X X  

(*)Shareholdersbehalf of all classes of each Fund or, in the case of the election of the Trustee, of the Trust, vote together on each Proposal. The classes of shares that each Fund has outstanding are identified onAppendix A.

Voting Information

On the Proposals coming before the Meeting as to which a choice has been specified by shareholders on the proxy, the shares will be voted accordingly. If a properly executed proxyFund, and Destra (the “existing advisory agreement”). The Closing is returned and no choice is specified, the shares will be voted:

FORcontingent upon, among other things, the approval of the Fund’s new investment managementadvisory agreement
(the “New Advisory Agreement”) by shareholders, which means that the Closing will not occur unless shareholders of the Fund approve the New Advisory Agreement.

 

FOR

The form of the New Advisory Agreement is attached hereto as Exhibit A. The terms of the New Advisory Agreement are substantially similar to the terms of the Fund’s existing advisory agreement with respect to services provided by Destra. The New Advisory Agreement differs, however, with respect to the payment of the compensation of the chief compliance officer of the Trust, which is proposed to be borne by the Trust rather than Destra. The New Advisory Agreement does not increase the rate of the advisory fees payable by the Fund, but may have the effect of increasing the total annual operating expenses borne by the Fund. The material terms of the New Advisory Agreement and existing advisory agreement are compared below in “Terms of the Existing and New Advisory Agreements.”

Your approval of the New Advisory Agreement would not result in any change in the Fund’s advisory fee rate, but it may have the effect of increasing the total annual operating expenses borne by the Fund because the payment of the compensation of the chief compliance officer of the Trust would be borne by the Trust rather than Destra.

Information About Destra

Destra is a registered investment adviser with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Destra has responsibility for the overall management of the Fund. It is also responsible for managing the Fund’s business affairs and providing day-to-day administrative services to the Fund. The principal office of Destra is located at 444 West Lake Street, Suite 1700, Chicago, Illinois 60606. As of September 30, 2020, Destra had approximately $460.8 million in assets under management. Destra is a wholly-owned subsidiary of DCM, a sponsor of investment funds.

Destra does not manage any other funds with similar investment strategies and objectives to the Fund’s.

The Transaction

On October 14, 2020, DCM entered into a redemption agreement (the “Redemption Agreement”) with Continuum, pursuant to which DCM agreed to buy back all of the outstanding equity interests of DCM. As of the Closing, Continuum will relinquish all equity interests and investor member rights in DCM, including voting share privileges and all board rights and participation. The Closing is contingent upon, among other things, the approval of the applicableFund’s new investment sub-advisoryadvisory agreement

FOR by shareholders, which means that the approval of the new investment management and sub-advisory agreements for the Subsidiary of the Destra Wolverine Alternative Opportunities Fund,

FOR the election of a new Trustee to the Board of Trustees as described in this Joint Proxy Statement, and

FOR the approval of the “manager of managers” structure for Destra Focused Equity Fund.

Shareholders who execute proxies may revoke them at any time before they are voted by filing a written notice of revocation, by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person. A prior proxy can also be revoked by voting again through the toll-free number or the Internet address listed in the proxy card. Merely attending the Meeting, however,Closing will not revoke any previously submitted proxy.

A quorum of shareholders is required to take action at each Meeting. Thirty percent of the shares entitled to vote at each Meeting, represented in person or by proxy, will constitute a quorum of shareholders at that Meeting. Votes cast by proxy or in person at each Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.

Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients may request the instructions of such customers and clients on how to vote their shares before the Meeting. We urge you to provide instructions to your broker or nominee so that your votes may be counted.

The details of the Proposals to be voted on by the shareholders of each Fund and the vote required for approval of the Proposals are set forth under the description of the Proposals below.

The Board has determined that the use of this Joint Proxy Statement for the Meeting is in the best interest of the shareholders of each Fund in light of certain similar Proposals being considered and voted on by the shareholders. Shareholders of each Fund will vote separately on Proposals 1 and 2 relating to their Fund. Onlyoccur unless shareholders of the Destra Wolverine Alternative Opportunities Fund approve the New Advisory Agreement. The Transaction will vote on Proposal 3, and only shareholdersresult in a change of the Destra Focused Equity Fund will vote on Proposal 5. Shareholders of the Funds will vote together on Proposal 4.

2

Shares Outstanding

Those persons who were shareholders of record at the close of business on [August 28, 2017] (the“Record Date”), will be entitled to one vote for each share held and a proportionate fractional vote for each fractional share held.Appendix A lists the shares of each class of each Fund that were issued and outstanding as of the Record Date.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on [October 19, 2017.]This Joint Proxy Statement is available on the Internet at www.okapivote.com/Destra. The Funds’ most recent annual and semiannual reports are also available on the Internet at http://destracapital.com/investors/literature. In addition, the Funds will furnish, without charge, copies of their most recent annual and semiannual reports to any shareholder upon request. To request a copy, please write to Destra Capital Advisors LLC, One North Wacker, 48th Floor, Chicago, Illinois 60606, or call (877) 855-3434.

You may call (855) 305-0857 for information on how to obtain directions to be able to attend the Meeting and vote in person.

3

PROPOSAL 1: APPROVAL OF NEW INVESTMENT MANAGEMENT AGREEMENT

Background and Reason for Vote

Under the investment management agreement between Destra and the Trust (the“Original Investment Management Agreement”), Destra serves as each Fund’s investment adviser and is responsible for each Fund’s overall investment strategy and its implementation. The date of the Trust’s Original Investment Management Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board are provided inAppendix B.

On July 21, 2017, Continuum Funds Holdings, LLC (“Continuum”) agreed to acquire approximately 79%control of Destra Capital Management LLC (“Destra Capital”), the parent company of Destra (the“Transaction”). The closing of the Transaction (“Closing”) is subjectpursuant to certain conditions including, among others, approval of the New Investment Management Agreement (as defined below) and the New Sub-Advisory Agreements (as defined below), by the Board and the shareholders of each Fund. Assuming satisfaction of all required closing conditions, the Closing is expected to occur on or about [October 19, 2017.]

The Original Investment Management Agreement, as required by Section 15 of the Investment Company Act of 1940, as amended (the“ “1940 Act”).


Information Concerning DCM

The following information, which has been provided by DCM, is intended to give shareholders of the Fund background information concerning DCM and its business.

DCM, located at 444 West Lake Street, Suite 1700, Chicago, IL 60606, is a Delaware limited liability company and is the holding company of Destra and Destra Capital Investments LLC, the principal underwriter of the Fund’s shares. DCM and its affiliates were organized in 2008 to provide investment management, advisory, administrative, distribution and asset management consulting services.

Terms of the Redemption Agreement

The following is a summary of the terms of the Transaction considered relevant to the Fund:

On October 14, 2020, DCM entered into a Redemption Agreement with Continuum, pursuant to which DCM agreed to buy back all of the outstanding equity interests of DCM. As of the Closing, Continuum will relinquish all equity interests and investor member rights in DCM, including voting share privileges and all board rights and participation. The Closing is contingent upon, among other things, the approval of the Fund’s New Advisory Agreement by shareholders, which means that the Closing will not occur unless shareholders of the Fund approve the New Advisory Agreement. The Transaction will result in a change of control of Destra pursuant to the 1940 Act”),Act. Assuming shareholder approval of the New Advisory Agreement, Destra will continue to serve as the Fund’s investment adviser.

Transaction Not Expected to Adversely Affect Destra or the Fund

It is anticipated that the Transaction and Destra’s affiliation with DCM will not result in any change in the services provided by Destra to the Fund. It is further anticipated that the Transaction and New Advisory Agreement will not diminish in any way the high level of investment advisory service previously provided by Destra.

Impact of the Transaction on the Fund’s Advisory Agreement and Summary of the Proposal

Shareholders of the Fund are being asked to approve a proposed New Advisory Agreement with Destra. The consummation of the Transaction constituted an “assignment” (as defined in the 1940 Act) of the Fund’s existing advisory agreement with Destra. As required by the 1940 Act, the existing advisory agreement provides for its automatic termination in the event of its “assignment” (as defined in the 1940 Act). Any change in control of the Adviser is deemed to be an assignment. TheAccordingly, the existing advisory agreement will terminate upon the Closing will result in a change in control of the Adviser and therefore cause the automatic termination of the Original Investment Management Agreement, as required by the 1940 Act.

In anticipation of the Transaction, and the Board met in person at a meeting on August 8, 2017, for purposes of,New Advisory Agreement is necessary if Destra is to continue to manage the Fund following the Closing. However, the Closing is contingent upon, among other things, considering whether it would be in the best interests of each Fund to approve a new investment management agreement between the Trust and Destra on behalf of each Fund in substantially the same form as the Original Investment Management Agreement to take effect upon the Closing (a“New Investment Management Agreement”). The formapproval of the New Investment ManagementAdvisory Agreement by shareholders, which means that the Closing will not occur unless shareholders of the Fund approve the New Advisory Agreement.

Factors Considered by the Trustees and their Recommendation

The Board of Trustees is attached hereto inAppendix Lrecommending that shareholders vote to approve the new advisory agreement with Destra (the “New Advisory Agreement;” the existing Advisory Agreement with Destra is referred to as the “Existing Advisory Agreement”).

 

The 1940 Act requires that the New Investment Management Agreement be approved by the Fund’s shareholders in order for it to become effective. At the August 8, 2017 Board meeting,Trustees considered and for the reasons discussed below (see “Board Considerations” after Proposal 3), the Board, including the Trustees who are not parties to the Original Investment Management Agreement, New Investment Management Agreement or any sub-advisory agreement entered into by the Adviser with respect to any Fund or who are not “interested persons,” as defined in the 1940 Act (the“Independent Trustees”), of the Fund or the Adviser, unanimously approved the New Investment ManagementAdvisory Agreement at a meeting of the Board of Trustees held on behalfOctober 15, 2020. The Trustees reviewed and discussed written materials that were provided in advance of the meeting and throughout the year, as well as information presented at the meeting. The Trustees relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the New Advisory Agreement and the weight to be given to each Fundsuch factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and unanimously recommended its approval by shareholders.were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the New Advisory Agreement


In making the recommendation that shareholders vote to approve the New Advisory Agreement with Destra, the Trustees reviewed and analyzed various factors it determined were relevant, including the factors enumerated below.

Nature, Extent and Quality of Service

 

The Trustees considered the nature, extent and quality of services to be provided under the New Advisory Agreement and Destra’s experience in providing similar management services to other registered investment companies. The Trustees also considered Destra’s ability to provide administrative, operational and other non-advisory services to the Fund and the financial condition of Destra, including its financial capacity to perform the services required under the New Advisory Agreement. The Trustees reviewed information provided by Destra regarding various service provider arrangements and considered the ability of Destra to administer and oversee outside service providers to the Fund. In addition, the Trustees considered matters related to Destra’s compliance programs, its compliance history and its dealings with regulators. The Trustees also considered the fact that Destra intends to continue to engage Granahan Investment Management, Inc. (“Granahan”) as the sub-adviser to the Fund, and that Granahan will be responsible for all trading, portfolio construction and investment operations.

The Trustees also considered the impact that the Adviser Transaction is likely to have on the nature, extent and quality of services to be provided by Destra to the Fund under the New Advisory Agreement. In particular, the Trustees considered information provided by Destra which indicates that the Adviser Transaction is not expected to result in any change in the portfolionature, extent and quality of services to be provided by Destra to the Fund. Based on their review, the Trustees concluded that the nature, extent and quality of services expected to be provided to the Fund under the New Advisory Agreement are satisfactory.

Performance

The Trustees evaluated Fund performance on a year-to-date basis as of August 31, 2020, during the year ended August 31, 2020 and from inception (August 9, 2019) through August 31, 2020 in light of its investment objectives. The Trustees compared Fund performance to a peer group of funds with similar investment strategies. In evaluating Destra’s contribution to Fund performance, the Trustees considered the fact that Granahan, in its capacity as sub-advisor to the Fund, has been and is expected to continue to be responsible for day-to-day management of the Funds or inFund. The Trustees also considered information which indicates that the Funds’Adviser Transaction is not expected to have any impact on performance of the Fund. Based on their review, the Trustees concluded that Fund performance is acceptable for purposes of considering approval of the New Advisory Agreement.

Fees and Expenses

The Trustees reviewed and considered the contractual advisory fee rate to be paid by the Fund to Destra for services under the New Advisory Agreement. The Trustees also reviewed and considered information regarding the Fund’s total expense ratio. The advisory fee rate and expense ratio for the Fund were compared against the advisory fee rate and expense ratio of a peer group of funds with similar investment objectives or policies. In addition, as described below, there are no material differences betweenstrategies over specified time periods.

The Trustees considered the Original Investment Managementfact that the New Advisory Agreement and the New Investment Management Agreement. In this regard,Existing Advisory Agreement contain identical fee structures, and that the Original Investment Management AgreementAdviser Transaction and the New Investment ManagementAdvisory Agreement containare not expected to have any impact on the Fund’s expense ratio or individual operating expenses. The Trustees also noted that in connection with the New Advisory Agreement, an Expense Limitation Agreement will be entered into by Destra and the Fund on substantially the same terms and conditions as the Expense Limitation Agreement that is currently in place. Pursuant to the Expense Reimbursement Agreement, Destra has agreed to reduce its fees and/or absorb expenses of the Fund to ensure that total fund operating expenses after fee waiver and/or reimbursement do not exceed certain agreed upon levels. The Trustees noted that Destra does not provide comparable advisory services for any client for a fee that is less than the fee paid by the Fund. Based on their review, the Trustees concluded that the advisory fee and fee rates, and provideexpense structure were reasonable for purposes of considering approval of the same management services.

Information Concerning Continuum

Continuum is an affiliate of Continuum Capital Managers LLC (“Continuum Capital”), a multi-boutique asset manager that makes equity investments in investment advisers. Continuum Capital was founded in 2012 by Douglas Grip and Steve Vanourny and is located at 7 Beard Way, Wellesley, Massachusetts 02482. As of June 30, 2017, Continuum Capital had equity investments in two asset management firms which collectively manage over $7 billion in assets.

Information Concerning Destra

Destra, located at One North Wacker, 48th Floor, Chicago, Illinois 60606, is a Delaware limited liability company and is a wholly owned subsidiary of Destra Capital, a holding company. It is an affiliate of Destra Capital Investments LLC, the principal underwriter of each Fund’s shares. Destra Capital Investments LLC is also located at One North Wacker, 48th Floor, Chicago, Illinois 60606. Destra was organized in 2008 to provide investment management, advisory, administrative and asset management consulting services.New Advisory Agreement.

 

4


Additional Information. Certain information regarding the principal executive officers, members and control personsEconomies of Destra after the Closing is set forth inAppendix G.Scale

 

ComparisonThe Trustees received and evaluated information regarding Destra’s potential to realize economies of Original Investment Managementscale with respect to management of the Fund and whether the Fund and its shareholders would appropriately benefit from any economies of scale. The Trustees noted that economies of scale will be realized only if there is significant growth in assets under management. The Trustees considered Destra’s expectations for growth in assets under management and the time frame in which such growth may occur. The Trustees concluded that economies of scale are not being realized and that breakpoints in the advisory fee or other arrangements will be considered if Fund assets grow and Destra has the potential to realize economies of scale.

Cost of Services and Profitability

The Trustees considered an expense and profitability analysis provided by Destra with respect to its management of the Fund. The analysis covered the years ending December 31, 2020, 2021 and 2022. The Trustees evaluated Destra’s estimated profitability in each year of the three-year period and compared it against profit margins that have been found by courts to be reasonable under applicable securities laws. The Trustees noted that Destra’s expenses and profitability under the New Advisory Agreement are expected to be substantially the same as under the Existing Advisory Agreement. Based on their review, the Trustees concluded that Destra’s estimated profitability in managing the Fund under the New Advisory Agreement is reasonable.

Other Benefits to Destra

The Trustees received and reviewed information regarding any expected “fall-out” or ancillary benefits to be received by Destra or its affiliates as a result of their relationship with the Fund. The Trustees noted that Destra and its affiliates may derive reputational benefits and cross-selling opportunities from their association with the Fund that may lead to other investment management opportunities. Based on their review, the Trustees concluded that the fall-out benefits that may be received by Destra and its affiliates are reasonable.

Based on all of the foregoing, the Trustees recommend that shareholders of the Fund vote FOR the approval of the New Advisory Agreement.

Terms of the Existing and New Investment ManagementAdvisory Agreement

 

A copy of the New Advisory Agreement is attached hereto as Exhibit A. The following description is only a summary; however, all material terms of the New Investment ManagementAdvisory Agreement including fees payablehave been included in this summary. You should refer to Exhibit A for the New Advisory Agreement, and the description set forth in this proxy statement of the New Advisory Agreement is qualified in its entirety by reference to Exhibit A. The investment advisory services to be provided by Destra to the AdviserFund under the New Advisory Agreement and the advisory fee structure with respect to the Fund are identical to the services currently provided by Destra and the advisory fee structure under the existing advisory agreement. The New Advisory Agreement differs, however, with respect to the payment of the compensation of the chief compliance officer of the Trust, which is proposed to be borne by the Trust rather than Destra, which may have the effect of increasing the total annual operating expenses borne by the Fund. The contractual rates of the advisory fee payable by the Fund thereunder, are identical to those ofDestra, and the Original Investment Management Agreement, exceptactual advisory fee rates paid to Destra by the Fund for the datefiscal year ended [September 30, 2020], is set forth in Exhibit B. The dates on which the existing advisory agreement was most recently (i) approved by the Board of effectiveness. ThereTrustees; and (ii) submitted to shareholders for approval and the purpose for such submission is no changealso set forth in Exhibit B. Tables setting forth the current and pro forma expenses that shareholders may be expected to incur in the fee rate payable by each Fund to the Adviser. If approved by shareholders of a Fund,event that the New Investment ManagementAdvisory Agreement for such Fund will expire on or about [October 19, 2019,] unless continued. The New Investment Management Agreement will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Investment Management Agreement to the terms of the New Investment Management Agreement. For a more complete understanding of the New Investment Management Agreement, please refer to the form of the New Investment Management Agreement provided inAppendix L.The summary below is qualified in all respects by the terms and conditions of the form of New Investment Management Agreement.are set forth on Exhibit C.

Investment ManagementAdvisory Services. The investment management services to be provided by the Adviser to each FundDestra under the New Investment ManagementAdvisory Agreement will be identical to those services currently provided by the AdviserDestra to eachthe Fund under the Original Investment Management Agreement.existing advisory agreement. Both the Original Investment ManagementNew Advisory Agreement and New Investment Management Agreementexisting advisory agreement provide that the AdviserDestra shall manage the investment and reinvestment of the Fund’s assets in accordance with the Fund’s investment objectives and policies and limitations, and administer the Fund’s affairs to the extent requested by, and subject to, the supervision of, the Board of Trustees. In addition, both the existing advisory agreement and the New Advisory Agreement state that Destra must (i) use the same degree of skill and care in providing advisory services to the Fund as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (ii) report regularly to the Board of Trustees; (iii) prepare and maintain books and records with respect to the Fund’s Board.securities and other transactions as required under applicable law; (iv) furnish office facilities and equipment for the Trust; (v) provide clerical, bookkeeping and administrative services for the Fund; and (vi) permit its officers or employees to serve without compensation as Trustees or officers of the Trust.


Sub-Advisers. Both the Original Investment Management Agreementexisting advisory agreement and the New Investment ManagementAdvisory Agreement authorize Destra to retain one or more sub-advisers at Destra’s own cost and expense for the purpose of providing investment management services to the Funds.Fund.

BrokerageFund Transactions. Both the Original Investment Managementexisting advisory agreement and the New Advisory Agreement and New Investment Management Agreement withprovide that Destra authorize Destrais (i) authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Funds, subjectFund, and (ii) directed to its obligationuse commercially reasonable efforts to obtain best execution underfor the circumstances, which may takeFund, taking into account of the overall quality of brokerage and research services provided to Destra.

Fees.all appropriate factors. Under both the Original Investment Managementexisting advisory agreement and the New Advisory Agreement, and New Investment Management Agreement for each Fund pays Destra an investment management fee equalwill not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the annual rateTrust, solely by reason of eachits having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Destra determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided. In addition, both the existing advisory agreement and the New Advisory Agreement provide that, subject to approval by the Board of Trustees, and to the extent permitted by applicable law, Destra may select brokers or dealers affiliated with Destra.

Compensation. Both the existing advisory agreement and the New Advisory Agreement contain identical advisory fee structures with respect to the Fund based on the Fund’s average daily net assets, as set forth onAppendix C. The investmentwhich entitles Destra to a management fee, payable monthly, at the annual rate payable by each Fund to Destra will beof 1.10% of the same under the Original Investment Management Agreement and New Investment Management Agreement.

Expense Agreements.In addition, under the terms of an expense reimbursement, fee waiver and recovery agreement between Destra and the Trust (the“Original Expense Agreement”), Destra previously agreed, in general terms, to waive fees and/or reimburse management fees and certain expenses for a specified term to the extent necessary to prevent a Fund’s annual investment management fees and expenses (excluding taxes, interest, all brokerage commissions, other normal charges incident to the purchase and sale of portfolio securities, distribution and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses) from exceeding a specified annual percentage, also set forth inAppendix C, of a Fund’s average daily net assets (each,assets.

Duration and Termination. Both the existing advisory agreement and the New Advisory Agreement provide that, following an“Annual Expense Cap”); however, expenses borne and fees waived by Destra were subject to recovery by Destra from initial two-year term, the agreements will continue in effect for successive one-year terms only upon the approval a Fund as providedmajority of the Board of Trustees, including a majority of the trustees who are not “interested persons” (as defined in the Original Expense Agreement. Upon termination1940 Act) of the Original Investment Management Agreement, the the Original Expense Agreement shall also terminate in accordance with its terms. Destra will enter into a new, substantially similar expense reimbursement, fee waiver and recovery agreement with the TrustFund (the“New Expense Agreement” “Independent Trustees”), which include the same Annual Expense Caps for each Fund voting separately, as those set forthspecified in the Original Expense Agreement, and which1940 Act. Unless re-approved by the Board of Trustees, the existing advisory agreement will expire on or about [October 19, 2019.] In addition, underDecember 29, 2020. Both the existing advisory agreement and the New ExpenseAdvisory Agreement provide that the agreement shall automatically terminate in the event of its assignment, and may be terminated at any time with respect to the Fund without the payment of any penalty by the Fund or Destra has retainedupon sixty days’ written notice to the ability to recover eligible amounts waivedother party. The Fund may effect termination of the existing advisory agreement and the New Advisory Agreement by action of the Board of Trustees or reimbursed underby vote of a majority of the Original Expense Agreement.outstanding voting securities of the Fund, accompanied by appropriate notice.

 

5

Payment of Expenses. Both the existing advisory agreement and the New Advisory Agreement contain identical provisions with respect to the payment of Fund and Trust expenses, other than with respect to the compensation of the Trust’s chief compliance officer. Under the existing advisory agreement, Destra is responsible for (i) compensating the Trust’s chief compliance officer; and (ii) providing all executive and other personnel, office space and office facilities required to render investment management and administrative services to the Fund. Under the New Advisory Agreement, the Trust will be responsible for compensating the Trust’s chief compliance officer, but Destra will remain responsible for providing all executive and other personnel, office space and office facilities required to render investment management and administrative services to the Fund. Under both the existing advisory agreement and the New Advisory Agreement, the Fund is generally otherwise responsible for the payment of its own expenses.

 

Limitation on Liability. The Original Investment Managementexisting advisory agreement and the New Advisory Agreement and New Investment Management Agreementboth provide that Destra shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of Destra in the performance of its obligations and duties, or by reason of itsDestra’s reckless disregard of its obligations and duties thereunder.


Expense Agreements

Continuance

In addition, under the terms of an amended and restated expense reimbursement, fee waiver and recovery agreement between Destra and the Trust (the “Current Expense Agreement”), Destra has agreed to cap Fund expenses such that the total annual fund operating expenses, excluding brokerage commissions and other trading expenses, taxes, acquired fund fees and other extraordinary expenses (such as litigation and other expenses not incurred in the ordinary course of business) do not exceed 1.75% and 1.50% of the Fund’s average daily net assets attributable to Class A shares and Class I shares, respectively (the “Annual Expense Caps”). Under the Current Expense Agreement, expenses borne and fees waived by Destra are subject to recovery by Destra from the Fund as provided in the Current Expense Agreement. Upon termination of the Current Advisory Agreement, the Current Expense Agreement will also terminate. Accordingly, if the Trust enters into the New Advisory Agreement, then Destra will enter into a new, substantially similar expense reimbursement, fee waiver and recovery agreement with the Trust, which will include the same Annual Expense Caps for the Fund and terms as set forth in the Current Expense Agreement.

Additional Information Pertaining to Destra

The Original Investment Management Agreementfollowing table sets forth the name, position and principal occupation of each current executive officer of Destra as of [Date], 2020. Each individual’s address is c/o Destra Capital Advisors LLC, 444 West Lake Street, Suite 1700, Chicago, IL 60606-0070.

NamePrincipal Occupation at Destra
Robert WatsonPresident
Jane Hong ShisslerGeneral Counsel

During the Fund’s last fiscal year, the Fund originally was in effectdid not pay any amount to Destra or any affiliated person of Destra for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually inservices to the manner required byFund (other than pursuant to the 1940 Act. If the shareholders of a Fund approve the New Investment Management Agreement for that Fund, the New Investment Management Agreement will expire on or about [October 19, 2019], unless continued. The New Investment Management Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.existing advisory agreement).

Termination. The Original Investment Management Agreement and New Investment Management Agreement for each Fund provide that the agreement shall automatically terminate in the event of its assignment, and may be terminated at any time with respect to a Fund without the payment of any penalty[There were no brokerage commissions paid by the Fund or Adviser on sixty (60) days’ written notice to affiliated brokers of Destra for the other party. A Fund may effect termination by actionfiscal year ended [September 30, 2020]].

[As of the BoardRecord Date, no officer or Trustee owns securities of, or has any other material direct or indirect interest in, Destra or any person controlling, controlled by or under common control with Destra. As of the Record Date, no Trustee has had any material interest, direct or indirect, in any material transaction, proposed or otherwise, since the beginning of the Fund’s fiscal year ended September 30, 2020, to which Destra was a party].

Required Vote

As provided under the 1940 Act, approval of the New Advisory Agreement will require the vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice.

Section 15(f)

Destra and Continuum have represented that they have agreed to take certain actions to complyFund. In accordance with Section 15(f) of the 1940 Act. Section 15(f) providesAct, a non-exclusive “safe harbor” for an investment adviser or any affiliated persons to receive any amount or benefit in connection with a change in control of the investment adviser as long as two conditions are met. First, for a period of three years after the change of control, at least 75% of the Trustees must not be “interested persons” of Destra as defined in the 1940 Act. As of the date of this Joint Proxy Statement, 75% of the Board is comprised of Independent Trustees and, assuming approval by shareholders of Proposal 4, 75% of the Board will continue to be comprised of Independent Trustees. Accordingly, the Trust will initially meet the first condition for compliance with Section 15(f) discussed above. Second, an “unfair burden” must not be imposed on a Fund as a result of the closing of the Transaction or any express or implied terms, conditions or understandings applicable thereto or within a two-year period after the Closing. The term “unfair burden” is defined in Section 15(f) to include any arrangement during the two-year period after the Closing whereby an investment adviser or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees forbona fideinvestment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other thanbona fide ordinary compensation as principal underwriter for such investment company). The Board has been advised that Destra, after due inquiry, does not believe that there will be, and is not aware of, any express or implied term, condition, arrangement or understanding that would impose an “unfair burden” on the Funds as a result of the change of control of Destra. Destra and Continuum have agreed not to impose an “unfair burden” on any Fund within the two-year period after the Closing. Continuum shall bear the expenses related to obtaining the approvals of the Funds related to the Closing, including proxy solicitation, printing, mailing, vote tabulation and other proxy-soliciting expenses, legal fees and out-of-pocket expenses.

6

Shareholder Approval

To become effective with respect to a particular Fund, the New Investment Management Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with all classes of shares voting together as a single class. The “vote of a majority“majority of the outstanding voting securities” is defined inof the 1940 Act asFund means the lesser of the vote of (i)(a) 67% or more of the shares of the Fund entitled to vote thereon present at thea shareholder meeting if the holdersowners of more than 50% of suchthe shares of the Fund then outstanding shares are present in person or represented by proxy;proxy, or (ii)(b) more than 50% of suchthe outstanding shares of the Fund entitled to vote thereon. For purposes of determiningat the approvalSpecial Meeting. The shareholders of the New Investment Management Agreement, abstentions and broker non-votesFund will have the same effectvote together as shares voted against the proposal.

The New Investment Management Agreement was approved by the Board of each Fund after consideration of all factors that it determined to be relevant to its deliberations, including those discussed in “Board Considerations” after Proposal 3 below. The Board of each Fund also determined to submit the Fund’s New Investment Management Agreement for consideration by the shareholders of such Fund.a single class.

 

The Board unanimously recommendsFor the reasons set forth above, the BOARD OF TRUSTEES of THE FUND UNANIMOUSLY recommendS that shareholders of each FundOF THE FUND vote FOR approvalin favor of the Fund’s New Investment Management Agreement.new advisory agreement with DESTRA.

 

7

 

PART 2

DESCRIPTION OF PROPOSAL 2

APPROVAL OF A NEW SUB-ADVISORY AGREEMENT

 

PROPOSAL 2: APPROVAL OF NEW INVESTMENT SUB-ADVISORY AGREEMENTS

Background and Reason for VoteIntroduction

 

Destra and the Trust, on behalf of the Fund, have entered into an investment sub-advisory agreements (each, an“Original Sub-Advisory Agreement” and collectively, the“Original Sub-Advisory Agreements”agreement (the “existing sub-advisory agreement”) with respect to each Fund with the investment sub-advisers (each, a“Sub-Adviser” and collectively, the“Sub-Advisers”), as set forth below:

·Flaherty & Crumrine Incorporated (“Flaherty & Crumrine”): Destra Flaherty & Crumrine Preferred and Income Fund (“Preferred and Income Fund”)

·WestEnd Advisors, LLC (“WestEnd”): Destra Focused Equity Fund (“Focused Equity Fund”)

·Wolverine Asset Management, LLC (“Wolverine”): Destra Wolverine Alternative Opportunities Fund (“Alternative Opportunities Fund”)

The date of each Original Sub-Advisory Agreement and the date it was last approved by shareholders and approved for continuance by the applicable Board are provided inAppendix D.

Granahan. As with the Original Investment Management Agreement, each Original Sub-Advisory Agreement,existing advisory agreement, the existing sub-advisory agreement, as required by Section 15 of the 1940 Act, provides for its automatic termination in the event of its assignment. As a result, the Closing will result in the termination of each Original Sub-Advisory Agreement.

In anticipation of the Transaction, the Board met in person at a meeting on August 8, 2017 for purposes of,existing sub-advisory agreement. The Closing is contingent upon, among other things, considering whether it would be in the best interestsapproval of each Fund to approve athe Fund’s new investment sub-advisory agreement among the Trust, Destra and the respective Sub-Adviser in substantially the same form as the Original Sub-Advisory Agreement to take effect immediately after the Closing (each, a“New Sub-Advisory Agreement” and collectively, the“New Sub-Advisory Agreements”(the “new sub-advisory agreement”). The form of each New Sub-Advisory Agreement is attached hereto inAppendix M.

The 1940 Act requires that each New Sub-Advisory Agreement be approved by that Fund’s shareholders in order for it to become effective. At the August 8, 2017 Board meeting, and for the reasons discussed below (see “Board Considerations” after Proposal 3), the Board, including a majority of the Independent Trustees, unanimously approved the applicable New Sub-Advisory Agreement on behalf of each Fund and unanimously recommended its approval by shareholders, in order to assure continuity of investment sub-advisory services to the Fund after the Closing. As indicated above,which means that the Closing will not occur unless shareholders of eachthe Fund approve the new sub-advisory agreement.

The form of the new sub-advisory agreement is attached hereto as Exhibit D. The terms of the new sub-advisory agreement are substantially similar to the terms of the existing sub-advisory agreement with respect to services provided by Granahan. In addition, the sub-advisory fees payable to Granahan by Destra under the new sub-advisory agreement are identical to the sub-advisory fees payable under the existing sub-advisory agreement. The material terms of the new sub-advisory agreement and existing sub-advisory agreement are compared below in “Terms of the Existing and New Sub-Advisory Agreements.”

Your approval of the new sub-advisory agreement would not result in any change in Fund’s advisory fee rate.

Information About Granahan

Granahan, located at 404 Wyman Street Suite 460, Waltham, MA 02451, is an employee-owned asset manager specializing in small capitalization equity investing. Granahan was founded in 1985 and, as of September 30, 2019, had approximately $1.87 billion in assets under management.

[Granahan does not manage any other funds with similar investment strategies and objectives to the Fund’s.]

Transaction Not Expected to Adversely Affect Granahan or the Fund

It is anticipated that the Transaction will not result in any change in the services provided by Granahan to the Fund. It is further anticipated that the Transaction and new sub-advisory agreement will not diminish in any way the high level of investment sub-advisory service previously provided by Granahan.

Impact of the Transaction on the Fund’s Sub-Advisory Agreement and Summary of the Proposal

Shareholders of the Fund are being asked to approve a proposed new sub-advisory agreement with Granahan. The Closing will result in the termination of the existing sub-advisory agreement. The Closing is contingent upon, among other things, the approval of the new sub-advisory agreement by shareholders, which means that the Closing will not occur unless shareholders of the Fund approve the new sub-advisory agreement, and the new sub-advisory agreement is necessary if Granahan is to continue to manage the Fund after the Closing.

Factors Considered by the Trustees and their Recommendation

The Board of Trustees is recommending that shareholders vote to approve the new sub-advisory agreement with Granahan (the “New Sub-Advisory Agreement;” the existing Advisory Agreement with Granahan is referred to as the “Existing Sub-Advisory Agreement).


The Trustees considered and unanimously approved the New Sub-Advisory Agreement at a meeting of the Board of Trustees held on October 15, 2020. The Trustees reviewed and discussed written materials that were provided in advance of the meeting and throughout the year, as well as information presented at the meeting. The Trustees relied upon the advice of independent legal counsel and their own business judgment in determining the material factors to be considered in evaluating the New Sub-Advisory Agreement and the weight to be given to each such factor. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the New Sub-Advisory Agreement

In making the recommendation that shareholders vote to approve the New Sub-Advisory Agreement with Granahan, the Trustees reviewed and analyzed various factors it determined were relevant, including the factors enumerated below.

Nature, Extent and Quality of Service

The Trustees considered the nature, extent and quality scope of services to be provided under the New Sub-Advisory Agreement and Granahan’s experience in providing similar management services to other clients. The Trustees considered materials and information concerning the background, experience and capabilities of Granahan’s portfolio managers and its other investment and administrative personnel in light of the services to be provided by pursuant to the Sub-Advisory Agreement. The Trustees also considered the ability of Granahan, based on its resources, reputation and other attributes, to attract, compensate and retain qualified investment professionals. The Board also considered matters related to Granahan’s compliance programs, its compliance history and its dealings with regulators.

The Trustees also considered the impact that the Adviser Transaction is likely to have on the nature, extent and quality of services to be provided by Granahan to the Fund under the New Sub-Advisory Agreement. In particular, the Trustees considered information provided by Destra and Granahan which indicates that the Adviser Transaction is not expected to result in any change in the nature, extent and quality of services to be provided by Granahan to the Fund. Based on their review, the Trustees concluded that the nature, extent and quality of services expected to be provided to the Fund under the New Sub-Advisory Agreement are satisfactory.

Performance

The Trustees evaluated Fund performance on a year-to-date basis as of August 31, 2020, during the year ended August 31, 2020 and from inception (August 9, 2019) through August 31, 2020 in light of its investment objectives. The Trustees compared Fund performance to a peer group of funds with similar investment strategies. The Trustees also considered information which indicates that the Adviser Transaction is not expected to have any impact on performance of the Fund. Based on their review, the Trustees concluded that Fund performance is acceptable for purposes of considering approval of the New Sub-Advisory Agreement.

 

Comparison of Original Sub-Advisory AgreementsFees and New Sub-Advisory AgreementsExpenses

 

The terms of each New Sub-Advisory Agreement, including fees payable toBoard considered the Sub-Adviser by Destra thereunder, are identical to those ofproposed sub-advisory fee, noting that the corresponding Original Sub-Advisory Agreement, except for the date of effectiveness. There is no change in thesub-advisory fee rate payable by Destra to the Sub-Adviser. If approved by shareholders of a Fund,under the New Sub-Advisory Agreement is identical to the sub-advisory fee under the Existing Sub-Advisory Agreement, and that in each case such fee is equal to 50% of the advisory fees paid to Destra under its Advisory Agreement with the Fund. The Trustees also reviewed and considered information regarding the Fund’s advisory fee rate and total expense ratio. The advisory fee rate and expense ratio for the Fund will expire on or about October 19, 2019, unless continued. Each New Sub-Advisory Agreement will continue in effect from year to year thereafter if such continuance is approved forwere compared against the Fund at least annually inadvisory fee rate and expense ratio of a peer group over specified time periods. The peer group was comprised of other funds with similar investment strategies. The Trustees also considered the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Sub-Advisory Agreements to the terms of the corresponding New Sub-Advisory Agreements. For a more complete understanding of the New Sub-Advisory Agreements, please refer to the form of the New Sub-Advisory Agreements provided inAppendix M.The summary below is qualified in all respects byfact that the terms and conditions of the formexisting Expense Reimbursement Agreement between the Fund and Destra would remain in place following the Adviser Transaction.

Based on their review, the Trustees concluded that the sub-advisory fee and expense structure were reasonable for purposes of considering approval of the New Sub-Advisory Agreements.Agreement.


Economies of Scale

The Trustees received and evaluated information regarding the potential for Granahan to realize economies of scale with respect to management of the Fund and whether the Fund and its shareholders would appropriately benefit from any economies of scale. The Trustees noted that economies of scale will be realized only if there is significant growth in assets under management. The Trustees considered expectations for growth in assets under management and the time frame in which such growth may occur. The Trustees concluded that economies of scale are not being realized and that breakpoints in the advisory fee or other arrangements will be considered if Fund assets grow and Granahan has the potential to realize economies of scale.

Cost of Services and Profitability

The Trustees considered an expense and profitability analysis provided by Granahan with respect to its management of the Fund. The analysis covered the years ending December 31, 2020, 2021 and 2022. The Trustees evaluated Granahan’s estimated profitability in each year of the three-year period and compared it against profit margins that have been found by courts to be reasonable under applicable securities laws. The Trustees noted that Granahan’s expenses and profitability under the New Sub-Advisory Agreement are expected to be substantially the same as under the Existing Sub-Advisory Agreement. Based on their review, the Trustees concluded that Granahan’s estimated profitability in managing the Fund under the New Sub-Advisory Agreement is reasonable.

Other Benefits to Granahan

The Trustees received and reviewed information regarding any expected “fall-out” or ancillary benefits to be received by Granahan or its affiliates as a result of their relationship with the Fund. The Trustees noted that the Fund and other Granahan clients may benefit from lower commission costs as a result of the total amount of assets managed by Granahan. Based on their review, the Trustees concluded that the fall-out benefits that may be received by Granahan and its affiliates are reasonable.

Based on all of the foregoing, the Trustees recommend that shareholders of the Fund vote FOR the approval of the new sub-advisory agreement.

Terms of the Existing and New Sub-Advisory Agreement

A copy of the new sub-advisory agreement is attached hereto as Exhibit D. The following description is only a summary; however, all material terms of the new sub-advisory agreement have been included in this summary. You should refer to Exhibit D for the new sub-advisory agreement, and the description set forth in this proxy statement of the new sub-advisory agreement is qualified in its entirety by reference to Exhibit D. The investment sub-advisory services to be provided by Granahan to the Fund under the new sub-advisory agreement and the fee structure with respect to the fees payable to Granahan by Destra are identical to the services currently provided by Granahan and the fee structure under the existing sub-advisory agreement. The contractual rates of the sub-advisory fee payable to Granahan, and the actual sub-advisory fee rates paid to Granahan by Destra for the fiscal year ended September 30, 2020, is set forth in Exhibit E. The date on which the existing sub-advisory agreement was most recently (i) approved by the Board of Trustees and (ii) submitted to shareholders for approval and the purpose for such submission is also set forth in Exhibit E.

Sub-Advisory Services. The sub-advisory services to be provided by the Sub-Adviser to each FundGranahan under the New Sub-Advisory Agreements will benew sub-advisory agreement are identical to those sub-advisory services currently provided by the Sub-Adviser to each FundGranahan under the Original Sub-Advisory Agreements. Moreover, the same personnel will continue to provideexisting sub-advisory services to the Funds.agreement. Both the Original Sub-Advisory Agreementsexisting sub-advisory agreement and New Sub-Advisory Agreementsthe new sub-advisory agreement provide that Granahan, subject to Destra’s oversight, will manage on a discretionary basis the Sub-Adviser willinvestment and reinvestment of the assets of the Fund, furnish an investment program in respect of,for the Fund, make investment decisions for the Fund, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and subject to the supervision of the Fund’s Board and the Adviser.portfolio. In performing its duties under both the Original Sub-Advisory Agreementexisting sub-advisory agreement and the corresponding New Sub-Advisory Agreement, a Sub-Advisernew sub-advisory agreement, Granahan will monitor the Fund’s investments and will comply with the provisions of the Trust’s Declaration of Trust, Amended and Restated By-laws and the Fund’s stated investment objectives, policies and restrictions of the Fund.

restrictions.

8


Fund Transactions.

Brokerage. Both the Original Sub-Advisory Agreementsexisting sub-advisory agreement and New Sub-Advisory Agreements authorize the Sub-Advisernew sub-advisory agreement provide that Granahan is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Funds.Fund. Both the existing sub-advisory agreement and the new sub-advisory agreement provide that, subject to approval by the Board of Trustees and to the extent permitted by applicable law, Granahan may select brokers or dealers affiliated with Granahan.

Fees. The fees paid to Granahan under the existing sub-advisory agreement and the new sub-advisory agreement are identical. Under both the Original Sub-Advisory Agreements and New Sub-Advisory Agreements, the Adviser pays the Sub-Adviser a portfolio management feeagreements, Granahan is paid by Destra out of the investment managementadvisory fee it receives from the Fund. The rate of the portfolio management fees payable by the Adviser to the Sub-Adviser under the New Sub-Advisory Agreementsthat Destra is identical to the rate of the fees paid under the Original Sub-Advisory Agreements. The annual rate of portfolio management fees payable to the Sub-Adviser under the Original Sub-Advisory Agreements and the New Sub-Advisory Agreements and the fees paid by the AdviserFund at a rate equal to 50% of the advisory fees that Destra is paid for its services to the Sub-Adviser with respect to each Fund during each Fund’s last fiscal year are set forth inAppendix E to this Joint Proxy Statement.Fund.

Payment of Expenses. Under each Original Sub-Advisory Agreementthe existing sub-advisory agreement and New Sub-Advisory Agreement, the Sub-Adviser agrees to paynew sub-advisory agreement, Granahan is responsible for paying all of its own operating expenses incurred by it in connection with providing sub-advisory services underto the agreement, other thanFund, excluding, without limitation, the expenses of the Fund (including the cost of securities and other assets (includingpurchased for the Fund and brokerage commissions, if any) purchasedany, incurred in the purchase or sale thereof as well as any consulting fees or legal expenses incurred by Granahan in connection with its management of the Fund).

Additional Sub-Advisers. Subject to approval by the Board of Trustees and Destra, the existing sub-advisory agreement and the new sub-advisory agreement permit Granahan to retain one or more additional sub-advisers at Granahan’s own cost and expense for the purpose of furnishing sub-advisory services to the Fund.

Proxies. Both the existing sub-advisory agreement and the new sub-advisory agreement provide that Granahan will vote all proxies solicited by or with respect to the issuers of securities held in the portion of the Fund’s portfolio managed by Granahan.

Duration and Termination. Both the existing sub-advisory agreement and the new sub-advisory agreement provide that the respective agreement will remain in effect until the two-year anniversary of its initial effective date unless sooner terminated, provided that it has been approved: (i) by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Fund’s outstanding voting securities. Both the existing sub-advisory agreement and the new sub-advisory agreement provide that the respective agreement will continue from year to year thereafter, only so long as such continuance is specifically approved for the Fund at least annually by the Board of Trustees provided that in such event such continuance is also approved by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval.

Both the existing sub-advisory agreement and the new sub-advisory agreement provide that the respective agreement may be terminated by Destra or Granahan at any time without the payment of any penalty upon 60 days’ written notice to the other parties and by the Fund by action of the board of Trustees, including a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of the Fund upon 60 days’ written notice to Granahan without payment of any penalty. Each agreement will automatically terminate, without the payment of any penalty, (i) in the event of its assignment (as defined in the 1940 Act), or (ii) in the event that the advisory agreement between the Trust and Destra is assigned (as defined in the 1940 Act) or terminates for any other reason. Both agreements also provide that they will terminate upon written notice to the other party that the other party is in material breach of the agreement, unless the party in material breach cures such breach to the reasonable satisfaction of the party alleging the breach within 30 days after written notice.

Limitation on Liability. The Original Sub-Advisory Agreementsexisting sub-advisory agreement and New Sub-Advisory Agreementsthe new sub-advisory agreement both provide that the Sub-AdviserGranahan will not be liable for, and the AdviserDestra will not take any action against the Sub-Adviser to hold the Sub-Adviser liableGranahan for any breach thereunder, and with respect to each Sub-Adviser,thereof, any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of the Sub-Adviser’sGranahan’s duties under the agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-AdviserGranahan in the performance of duties under the agreement, or by reason of its reckless disregard of its obligations and duties under the agreement.

Continuance. The Original Sub-Advisory Agreement of each Fund originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If the shareholders of a Fund approve the New Sub-Advisory Agreement for that Fund, the New Sub-Advisory Agreement will expire on or about October 19, 2019, unless continued. Thereafter, the New Sub-Advisory Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.

Termination. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement for each Fund provide that the agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party on sixty (60) days’ written notice. The Original Sub-Advisory Agreement and New Sub-Advisory Agreement may also be terminated by action of the Fund’s Board or by a vote of a majority of the outstanding voting securities of that Fund, accompanied by sixty (60) days’ written notice.

Information about Sub-Advisers

Flaherty & Crumrine.Flaherty & Crumrine, located at 301 East Colorado Blvd., Suite 720, Pasadena, California 91101, has specialized in the management of preferred securities portfolios since 1983 and has managed U.S.-registered closed-end funds since 1991. Flaherty & Crumrine had approximately $__ billion of assets under management as of June 30, 2017.

WestEnd.WestEnd, located atTwo Morrocroft Centre, 4064 Colony Road, Suite 130, Charlotte, North Carolina 28211, is a boutique investment management firm. WestEnd had approximately $__ billion of assets under management as of June 30, 2017.

Wolverine. Wolverine, located at 175 West Jackson Blvd, Suite 340, Chicago, Illinois 60604, is an asset manager specializing in relative-value investing. Wolverine had approximately $__ billion of assets under management as of June 30, 2017.

9

Additional Information. Included inAppendix F are the advisory fee rates and net assets of registered investment companies advised by each Sub-Adviser with similar investment objectives as the Funds the Sub-Adviser sub-advises. Certain information regarding the principal executive officers, directors and control persons of each Sub-Adviser is set forth inAppendix G.

Affiliated Brokerage and Other Fees

Neither the Preferred and Income Fund nor the Focused Equity Fund paid brokerage commissions within the last fiscal year to (i) any broker that is an affiliated person of such Fund or an affiliated person of such person, or (ii) any broker an affiliated person of which is an affiliated person of such Fund, the Adviser or any Sub-Adviser of such Fund.

The Alternative Opportunities Fund paid brokerage commissions to Wolverine Execution Services, LLC, an affiliate of the Fund’s sub-adviser, Wolverine, during the fiscal period ended September 30, 2016. The following table sets forth information regarding brokerage commissions paid by the Fund to the affiliated broker.

Destra Wolverine Alternative Opportunities Fund
  Affiliated Broker Commissions
Paid		  

% of
Commissions
Paid

  % of Dollar
Amount of
Transactions
Effected Through
Affiliated Broker		 
For fiscal year ended September 30, 2016* Wolverine Execution Services, LLC $12,979   98.37%  96.37%

* The Fund’s inception date was October 7, 2015.

During each Fund’s last fiscal year, no Fund paid any amounts to the Adviser or Sub-Adviser to such Fund or any affiliated person of the Adviser or Sub-Adviser to such Fund for services provided to the Fund (other than pursuant to the Original Investment Management Agreement or Original Sub-Advisory Agreement or for brokerage commissions).

Shareholder Approval

To become effective with respect to a particular Fund, the New Sub-Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Fund, with all classes of shares voting together as a single class. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the vote of (i) 67% or more of the shares of the Fund entitled to vote thereon present at the meeting if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the Fund entitled to vote thereon. For purposes of determining the approval of each New Sub-Advisory Agreement, abstentions and broker non-votes will have the same effect as shares voted against the proposal.

Each New Sub-Advisory Agreement was approved by the Board of the respective Fund after consideration of all factors that it determined to be relevant to its deliberations, including those discussed below under “Board Considerations” immediately following Proposal 3. The Board of each Fund also determined to submit the Fund’s New Sub-Advisory Agreement for consideration by the shareholders of such Fund.

The Board unanimously recommends that shareholders of each Fund vote FOR approval of the Fund’s New Sub-Advisory Agreement.

10

PROPOSAL 3: APPROVAL OF NEW INVESTMENT MANAGEMENT AND SUB-ADVISORY
AGREEMENTS FOR SUBSIDIARY OF
DESTRA WOLVERINE ALTERNATIVE OPPORTUNITIES FUND

Background and Reason for Vote

Under the investment management agreement between Destra and the Subsidiary (the“Original Subsidiary Investment Management Agreement”), Destra serves as the Subsidiary’s investment adviser and is responsible for managing the Subsidiary’s investments consistent with the investment strategy of Destra Wolverine Alternative Opportunities Fund (“Alternative Opportunities Fund”). The date of the Original Subsidiary Investment Management Agreement and the date on which it was last approved by shareholders and approved for continuance by the Board are provided inAppendix B.

Destra and the Subsidiary have entered into an investment sub-advisory agreement (the“Original Subsidiary Sub-Advisory Agreement” and together with the Original Subsidiary Investment Management Agreement, the“Original Subsidiary Agreements”) with respect to Alternative Opportunities Fund with Wolverine Asset Management, LLC (the“Subsidiary Sub-Adviser”).

The date of the Original Subsidiary Sub-Advisory Agreement and the date it was last approved by shareholders and approved for continuance by the Board are provided inAppendix D.

As with the Original Investment Management Agreement and the Original Sub-Advisory Agreements, the Original Subsidiary Agreements, as required by Section 15 of the 1940 Act, each provides for its automatic termination in the event of its assignment. As a result, the Closing will result in the termination of the Original Subsidiary Agreements.

In anticipation of the Transaction, the Board met in person at a meeting on August 8, 2017 for purposes of, among other things, considering whether it would be in the best interests of Alternative Opportunities Fund to (i) approve a new investment management agreement between the Subsidiary and Destra on behalf of Alternative Opportunities Fund in substantially the same form as the Original Subsidiary Investment Management Agreement to take effect upon the Closing (a“New Subsidiary Investment Management Agreement”) and (ii) approve a new sub-advisory agreement among the Subsidiary, Destra and the Subsidiary Sub-Adviser in substantially the same form as the Original Subsidiary Sub-Advisory Agreement to take effect immediately after the Closing (the“New Subsidiary Sub-Advisory Agreement” and together with the New Subsidiary Investment Management Agreement, the“New Subsidiary Agreements”). The form of the New Subsidiary Investment Management Agreement is attached hereto inAppendix L, and the form of the New Subsidiary Sub-Advisory Agreement is attached hereto inAppendix M.

Each new Subsidiary Agreement must be approved by the shareholders of Alternative Opportunities Fund in order for it to become effective. At the August 8, 2017 Board meeting, and for the reasons discussed below (see “Board Considerations”), the Board, including a majority of the Independent Trustees, unanimously approved the New Subsidiary Agreements on behalf of Alternative Opportunities Fund and unanimously recommended their approval by shareholders in order to assure continuity of investment management and sub-advisory services to such Fund after the Closing. As indicated above, the Closing will not occur unless shareholders of Alternative Opportunities Fund approve the New Subsidiary Agreements.

Comparison of the Original Subsidiary Agreements and the New Subsidiary Agreements

The terms of New Subsidiary Agreements are identical to those of the corresponding Original Subsidiary Agreements, except for the date of effectiveness. In each case, no fees are paid by the Subsidiary to Destra or to the Subsidiary Sub-Adviser, as Destra is compensated in accordance with the New Investment Management Agreement, and the Subsidiary Sub-Adviser is compensated in accordance with applicable New Sub-Advisory Agreement, with respect to Alternative Opportunities Fund. If approved by shareholders of Alternative Opportunities Fund, the New Subsidiary Agreements will each expire on or about [October 19, 2019], unless continued. The New Subsidiary Agreements will continue in effect from year to year thereafter if such continuance is approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder. Below is a comparison of certain terms of the Original Subsidiary Agreements to the terms of the corresponding New Subsidiary Agreements. For a more complete understanding of the New Subsidiary Investment Management Agreement and the New Subsidiary Sub-Advisory Agreement, please refer to the forms of provided inAppendix LandAppendix M, respectively.The summary below is qualified in all respects by the terms and conditions of the form of New Subsidiary Agreements.

11

Investment Management Services for the New Subsidiary Investment Management Agreement. The investment management services to be provided by the Adviser to the Subsidiary under the New Subsidiary Investment Management Agreement will be identical to those services currently provided by the Adviser to the Subsidiary under the Original Subsidiary Investment Management Agreement. Both the Original Subsidiary Investment Management Agreement and New Subsidiary Investment Management Agreement provide that the Adviser shall manage the investment and reinvestment of the Subsidiary’s assets in accordance with the Alternative Opportunities Fund’s investment objectives and policies and limitations and administer the Subsidiary’s affairs to the extent requested by, and subject to the supervision of, the Subsidiary’s Board of Directors.

Sub-Advisory Services for the New Subsidiary Sub-Advisory Agreement. The sub-advisory services to be provided by the Subsidiary Sub-Adviser to the Subsidiary under the New Subsidiary Sub-Advisory Agreement will be identical to those sub-advisory services currently provided by the Subsidiary Sub-Adviser to the Subsidiary under the Original Subsidiary Sub-Advisory Agreement. Moreover, the same personnel will continue to provide sub-advisory services to the Subsidiary. Both the Original Subsidiary Sub-Advisory Agreement and New Subsidiary Sub-Advisory Agreement provide that the Subsidiary Sub-Adviser will furnish an investment program in respect of, make investment decisions for and place all orders for the purchase and sale of securities for the Subsidiary’s investment portfolio, all on behalf of the Subsidiary and subject to the supervision of the Subsidiary’s Board of Directors and the Adviser. In performing its duties under both the Original Subsidiary Sub-Advisory Agreement and the New Subsidiary Sub-Advisory Agreement, the Subsidiary Sub-Adviser will monitor the Subsidiary’s investments and will comply with the provisions of the Subsidiary’s Memorandum of Association and Articles of Association and the stated investment objectives, policies and restrictions of the Subsidiary.

Sub-Advisers. The Original Subsidiary Agreements and the New Subsidiary Agreements authorize Destra or the Subsidiary Sub-Advisor, as applicable, to retain one or more sub-advisers at its own cost and expense for the purpose of providing investment management services to the Subsidiary.

Brokerage. The Original Subsidiary Agreements and the New Subsidiary Agreements authorize Destra or the Subsidiary Sub-Adviser, as applicable, to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund or the Subsidiary, as applicable.

Fees. Under the Original Subsidiary Agreements and the New Subsidiary Agreements, no fees are paid to Destra or the Subsidiary Sub-Advisor.

Payment of Expenses. Under the Original Subsidiary Agreements and the New Subsidiary Agreements, Destra or the Sub-Adviser, as applicable, agrees to pay all of its own operating expenses incurred by it in connection with providing services, other than the cost of securities and other assets (including brokerage commissions, if any) purchased for the Fund or the Subsidiary, as applicable.

Limitation on Liability for the New Subsidiary Investment Management Agreement. The Original Subsidiary Investment Management Agreement and New Subsidiary Investment Management Agreement provide that Destra shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith or gross negligence on the part of Destra in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties thereunder.

Limitation on Liability for the New Subsidiary Sub-Advisory Agreement. The Original Subsidiary Sub-Advisory Agreement and New Subsidiary Sub-Advisory Agreement provide that the Subsidiary Sub-Adviser will not be liable for, and the Adviser will not take any action against the Subsidiary Sub-Adviser to hold the Subsidiary Sub-Adviser liable for any breach thereunder, and with respect to the Subsidiary Sub-Adviser, any error of judgment or mistake of law or for any loss suffered by the Subsidiary in connection with the performance of the Subsidiary Sub-Adviser’s duties under the agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Subsidiary Sub-Adviser in the performance of duties under the agreement, or by reason of its reckless disregard of its obligations and duties under the agreement.

 

12


Continuance. Each Original Subsidiary Agreement originally was in effect for an initial term and could be continued thereafter for successive one-year periods if such continuance was specifically approved at least annually in the manner required by the 1940 Act. If approved by shareholders, each New Subsidiary Agreement will expire on [October 19, 2019], unless the respective agreement is continued. Thereafter, each New Subsidiary Agreement may be continued for successive one-year periods if approved at least annually in the manner required by the 1940 Act.

Termination. Each Original Subsidiary Agreement and each New Subsidiary Agreement provides that the agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by either party on sixty (60) days’ written notice.Additional Information Pertaining to Granahan

 

Shareholder ApprovalThe following table sets forth the name, position and principal occupation of each current executive officer of Granahan as of October 20, 2020. Each individual’s address is c/o Granahan Investment Management, Inc., 404 Wyman Street, Suite 460, Waltham, MA 02451.

NamePrincipal Occupation at Granahan
Jane M. WhiteCo-Founder, Sr. Managing Director, President and CEO
Gary C. HattonCo-Founder, Sr. Managing Director
Brian S. GranahanSVP, Chief Operating Office & Managing Director
Jennifer M. PawloskiSVP, Financial Officer & Managing Director
Karen B. AgnewSVP, Marketing & Sales & Managing Director

During the Fund’s last fiscal year, the Fund did not pay any amount to Granahan or any affiliated person of Granahan for services provided to the Fund (other than pursuant to the existing sub-advisory agreement).

 

To become effective[There were no brokerage commissions paid by the Fund to affiliated brokers of Granahan for the fiscal year ended September 30, 2020].

[As of the Record Date, no officer or Trustee owns securities of, or any has other material direct or indirect interest in, Granahan or any person controlling, controlled by or under common control with respectGranahan. As of the Record Date, no Trustee has had any material interest, direct or indirect, in any material transaction, proposed or otherwise, since the beginning of the Fund’s fiscal year ended September 30, 2020, to which Destra was a party].

Required Vote

As provided under the Alternative Opportunities Fund,1940 Act, approval of the New Subsidiary Agreements must each be approved by anew sub-advisory agreement will require the vote of a majority of the outstanding voting securities of the Fund,Fund. In accordance with all classes of shares voting together asthe 1940 Act, a single class. The “vote of a majority“majority of the outstanding voting securities” is defined inof the 1940 Act asFund means the lesser of the vote of (i)(a) 67% or more of the shares of the Fund entitled to vote thereon present at thea shareholder meeting if the holdersowners of more than 50% of suchthe shares of the Fund then outstanding shares are present in person or represented by proxy;proxy, or (ii)(b) more than 50% of suchthe outstanding shares of the Fund entitled to vote thereon. For purposes of determiningat the approval of each New Subsidiary Agreement, abstentions and broker non-votes will have the same effect as shares voted against the proposal.

EachSpecial Meeting. The shareholders of the New Subsidiary Agreements was approved by the Board after consideration of all factors that it determined to be relevant to its deliberations, including those discussed below under “Board Considerations.” The Board also determined to submit the New Subsidiary Agreements for consideration by the shareholders of Alternative Opportunities Fund.Fund will vote together as a single class.

 

The Board unanimously recommendsFor the reasons set forth above, the BOARD OF TRUSTEES of THE TRUST UNANIMOUSLY recommendS that shareholders of Destra Alternative Opportunities
FundOF THE FUND vote FOR approvalin favor of the New Subsidiary Investment Management Agreement and the New
Subsidiary Sub-Advisory Agreement.new SUB-advisory agreement with GRANAHAN.

 

13

 

PART 3

INFORMATION ABOUT OWNERSHIP OF SHARES OF THE FUND

 

BOARD CONSIDERATIONSOutstanding Shares

 

The Board, includingOnly shareholders of record at the Independent Trustees, is responsible for approvingclose of business on [Record Date], 2020, will be entitled to notice of, and to vote at, the New Investment Management Agreement with Destra,Special Meeting. On [Record Date], 2020, the New Subsidiary Investment Management Agreement with Destra, the New Investment Sub-Advisory Agreements withfollowing shares of each Sub-Adviser and the New Subsidiary Sub-Advisory Agreement with the Subsidiary Sub-Adviser (collectively, the“Agreements”).

In anticipationclass of the Transaction, the Board met at a Regular Meeting on August 7, 2017 and Special Meetings on August 4, 2017 and August 8, 2017, for purposes of, among other things, considering whether it would be in the best interests of each Fund and its shareholders to approve the New Investment Management Agreement and the New Investment Sub-Advisory Agreements and, with respect to Alternative Opportunities Fund, the New Subsidiary Agreements. The Nominating and Governance Committee of the current Board also met on August 8, 2017.

In connection with the Board’s review of the Agreements, the Independent Trustees requested, and the Adviser and Continuum provided the Board with, information about a variety of matters. The Board considered, among other things, the following information:

·the anticipated enhanced financial strength and resources of the Adviser and distributor following the Transaction and Continuum’s ability to provide revenue-generating opportunities in the future and other financial resources;

·that the Adviser has no present intention to alter the advisory fee rates and expense arrangements currently in effect for the Funds;

·the potential for changes in the employees and staff of the Adviser following the Transaction;

·that it is currently expected that the current key employees of the Adviser primarily responsible for portfolio management and compliance services for the Funds will remain employees of the Adviser and will continue to provide services to the Funds following the Transaction;

·that sub-advisory services currently provided to the Funds will not be affected by the Transaction;

·that the Adviser or one of its affiliates has agreed to pay all expenses of the Funds in connection with the Board’s consideration of the Agreements and Continuum has agreed to pay all reasonable shareholder proxy expenses;

·that Destra and Continuum have agreed to take certain actions to comply with the “safe harbor” contained in Section 15(f) of the 1940 Act;

·Continuum’s statement to the Board that the manner in which the Funds’ assets are managed will not change as a result of the Transaction;

·the assurance from the Adviser and Continuum that following the Transaction there will not be any diminution in the nature, quality and extent of services provided to the Funds;

·the Adviser’s current financial condition and anticipated positive impact of the Transaction;

·the impact of the Transaction on the Adviser’s day-to-day operations; and

·the long-term business goals of Continuum and the Adviser with regard to the business and operations of the Adviser.

14

At the meeting held on August 8, 2017, the Board and the Independent Trustees, voting separately, determined that the Agreements for each Fund are in the best interests of that Fund in light of the services, expenses and such other matters as the Board considered to be relevant in the exercise of its reasonable business judgment and approved them for an initial two-year term.

To reach this determination, the Board considered its duties under the 1940 Act as well as under the general principles of state law in reviewing and approving advisory contracts; the requirements of the 1940 Act in such matters; the fiduciary duty of investment advisers with respect to advisory agreements and compensation; the standards used by courts in determining whether investment company boards have fulfilled their duties; and the factors to be considered by the Board in voting on such agreements. To assist the Board in its evaluation of the Agreements, the Independent Trustees received materials in advance of Board meetings from Destra, Continuum and the Sub-Advisers. The Independent Trustees also met with senior executives of Destra, Continuum and the Sub-Advisers. The Independent Trustees also met separately with their independent legal counsel to discuss the information provided by Destra, Continuum and the Sub-Advisers. The Board applied its business judgment to determine whether the arrangements between the Trust, Destra and each Sub-Adviser are reasonable business arrangements from the Funds’ perspective as well as from the perspective of shareholders.

Nature, Extent and Quality of Services Provided to the Funds.

In connection with the investment advisory services to be provided under the New Investment Management Agreement and the New Subsidiary Investment Management Agreement, the Board took into account detailed discussions with representatives of the Adviser and Continuum regarding the management of each Fund. The Board noted that key management personnel servicing the Funds are expected to remain with the Adviser following the Transaction and that the level and quality of the services to be provided to the Funds by the Adviser are not expected to change. The Board was made aware of contingency plans of the Adviser in the event key management personnel were to leave the firm prior to or following the Transaction, which could readily be implemented should the need arise. The Board also considered the Adviser’s and Continuum’s representations to the Board that Continuum intends for the Adviser to continue to operate following the Closing of the Transaction in much the same manner as it operates today, and that the impact of the Transaction on the day-to-day operations of the Adviser would be positive. The Board discussed the Adviser’s anticipated financial condition following the completion of the Transaction and Continuum’s commitment to providerevenue-generating opportunities in the future for the Adviser and other financial resources. The Board also considered Destra’s statement that its compliance policies and procedures, disaster recovery plans, information security controls and insurance program would not change following the consummation of the Transaction. Based on this review, the Board concluded that the range and quality of services provided by the Adviser to the Funds were expected to continue under the New Investment Management Agreement at the same or improved levels. There was no expected impact on the services to be provided by the Sub-Advisers as a result of the Transaction.

Investment Performance of the Funds.

The Board considered the Adviser’s investment philosophy and experience and its history in managing the Funds and the Subsidiary. The Board also reviewed Fund performance information, which it reviewed at regular quarterly meetings and at the most recent annual contract review. The Board noted that the Adviser’s key personnel currently responsible for the portfolio management and oversight of the Funds were expected to continue to provide those services following the Closing of the Transaction. The Board also considered that the Adviser has delegated responsibility for the day-to-day management of the Funds and the Subsidiary to the Sub-Advisers, which would continue to manage the Funds and the Subsidiary in the same manner following the Closing of the Transaction.

Costs of Services Provided and Profits Realized by the Adviser.

In evaluating the costs of the services to be provided by the Adviser under the Agreements, the Board considered, among other things, whether advisory fee rates or other expenses would change as a result of the Transaction. The Board noted that the New Investment Management Agreement is substantially identical to the current Agreement, including the fact that the fee rates under the agreements are identical and that representatives of the Adviser represented that there is no present intention due to the Transaction to alter the advisory fee rates, expense waiver or expense reimbursements currently in effect for the Funds. The Board noted that it was too early to predict how the Transaction may affect the Adviser’s future profitability from its relationship with the Funds. The Board also noted that each Sub-Adviser fee rate under the New Investment Sub-Advisory Agreement is the same as that assessed under the current Sub-Advisory Agreement.

15

Economies of Scale and Fee Levels Reflecting Those Economies.

The Board considered any potential economies of scale that may result from the Transaction. The Board noted that any change in economies of scale resulting from the Transaction would be speculative at present.

Other Benefits to the Adviser.

The Board noted their prior determinations that the fees under the current Agreements were reasonable, taking into consideration other benefits to the Adviser. The Board also considered other benefits to the Adviser, Continuum and their affiliates expected to be derived from their relationships with the Funds as a result of the Transaction and noted that no additional benefits were reported by the Adviser or Continuum as a result of the Transaction. The Board also noted that the Sub-Advisers would not be affected by the Transaction.

The Board considered that Destra had identified as a fallout benefit to Destra and Destra Capital Investments LLC the raising of their stature in the investment management industry and exposure to potential new business opportunities and arrangements. The Board also noted that Destra, WestEnd and Flaherty & Crumrine have not utilized soft dollars in connection with their management of the Funds’ portfolios. Based on their review, the Independent Trustees concluded that any indirect benefits received by Destra or a Sub-Adviser as a result of its relationship with each Fund were reasonableoutstanding and within acceptable parameters.

Board Determination. After discussion, the Board and the Independent Trustees, voting separately, concluded that, based upon such information as they considered necessaryentitled to the exercise of their reasonable business judgment, it was in the best interests of the Funds to approve the Agreements for an initial two-year term. No single factor was identified as determinative in the Board’s analysis or any Independent Trustee’s analysis.

16

PROPOSAL 4: TRUSTEE ELECTION

Background and Reason for Vote

The Board of Trustees oversees the management of the Funds, including general supervision of each Fund’s investment activities. Among other things, the Board generally oversees the portfolio management of each Fund and reviews and approves each Fund’s advisory and sub-advisory contracts and other principal contracts.

Under this Proposal 4, Jeffrey S. Murphy (the“Nominee”or “Mr. Murphy”) is being proposed for election to the Board of Trustees to replace James Bernard Glavin, an Independent Trustee who is expected to resign effective upon the election of the Nominee.

Mr. Murphy is a former Senior Vice President of Affiliated Managers Group, Inc. (“AMG”), where he recently co-managed the Affiliate Development area and the U.S. retail distribution group. Mr. Murphy’s tenure at AMG spanned 20 years where he held numerous positions since its inception including in operations, finance and capital development areas. His responsibilities spanned numerous merger and acquisition activities and the initial public offering of the company. Mr. Murphy had direct oversight and held positions on the executive board and mutual fund board of trustees for several AMG affiliates. In this role, he was the principal point on contact for all matters related to the affiliate business including succession planning, equity incentives, growth initiatives and budget and capital planning.

Prior to joining AMG in 1995, Mr. Murphy was Vice President in the affiliate operations area for United Asset Management Corporation (now Old Mutual Asset Management). He began his career with the private equity firm TA Associates Inc.

The Nominee met with the Trust’s Nominating and Governance Committee by telephone conference call. The Nominee was nominated by the Nominating and Governance Committee on August 8, 2017. If elected, the Nominee will serve as a trustee for the Trust and Mr. Glavin will resign from his position on the Board.

The 1940 Act requires that certain percentages of trustees on boards of registered investment companies must have been elected by shareholders under various circumstances. For example, in general, at least a majority of the trustees must have been elected to such office by shareholders. In addition, new trustees cannot be appointed by existing trustees to fill vacancies created by retirements, resignations or an expansion of a board unless, after those appointments, at least two thirds of the trustees have been elected by shareholders.

It is intended that the enclosed proxy will be votedFORthe election of the Nominee, unless such authority has been withheld in the proxy.

The Nominee will be elected for an indefinite term. The Nominee has indicated a willingness to serve as a member of the Board if elected. If the Nominee should not be available for election, the persons named as proxies may vote for other persons in their discretion. However, there is no reason to believe that the Nominee will be unavailable for election.

The following table includes certain important information regarding the Nominee, the other Trustees, as well as the officers of the Trust:vote:

 

Name, Business Address
and Birth YearClass		Position(s)Shares outstanding and
entitled to Be Held
with Funds		Term of Office
and
Length of
Time Served		Principal Occupation(s)
During Past Five Years		Number of
Portfolios in
Fund Complex
to Be Overseen
by Trustee		Other Directorships
Held by Trustee
During Last Five
Yearsvote
  
Class A[_____]
Independent Trustee NomineeClass I

Jeffrey S. Murphy

One North Wacker Drive
48th Floor
Chicago, IL 60606
Birth year: 1966

TrusteeTerm—Indefinite Length of
Service—N/A		Retired (2014-present); Executive Manager, Affiliated Managers Group, Inc. (1995-2014)3Aston Funds (2010-2014)[_____]

17

 

PART 4

Name, Business Address
and Birth Year		Position(s)
to Be Held
with Funds		Term of Office
and
Length of
Time Served		Principal Occupation(s)
During Past Five Years		Number of
Portfolios in
Fund Complex
to Be Overseen
by Trustee		Other Directorships
Held by Trustee
During Last Five
Years
Independent Trustee
Michael S. Erickson
One North Wacker Drive
48th Floor
Chicago, IL 60606
Birth year: 1952		TrusteeTerm—Indefinite Length of
Service—N/A		Private Investor, August 2007 to present; Trustee and Treasurer, The Marin School, September 2005 to June 20083Meridian Fund, Inc. (four portfolios)
Independent Trustee*
James Bernard Glavin
One North Wacker Drive
48th Floor
Chicago, IL 60606
Birth year: 1935		TrusteeTerm—Indefinite Length of
Service—N/A		Retired; previously Chairman of the Board, Orchestra Therapeutics, Inc.3Meridian Fund, Inc. (four portfolios)
Interested Trustee
Nicholas Dalmaso
One North Wacker Drive
48th Floor
Chicago, IL 60606
Birth year: 1965		TrusteeTerm—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 Capital Advisors LLC; President, Chief Operating Officer and  General Counsel, Destra Capital Investments LLC; Chief Executive Officer, Destra Investment Trust and Destra Investment Trust II (2010 to present); General Counsel and Chief Administrative Officer, Claymore Securities, Inc. (2001-2008)3None

(*)James Bernard Glavin, an Independent Trustee, is expected to resign effective upon the election of the Nominee.

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
Officers:
Robert Watson
One North Wacker Drive
48th Floor
Chicago, IL 60606
Birth year: 1965		President and Chief Executive OfficerTerm—Indefinite
Length of
Service—Since
2016		Investment Product Strategist, Destra Capital Investments LLC; Global Product & Strategic Relationship Director, Aviva Investors
Derek Mullins
One North Wacker Drive
48th Floor
Chicago, IL 60606
Birth year: 1973		Chief Financial Officer and TreasurerTerm—Indefinite
Length of
Service—Since
2016		Director of Operations, Arrowpoint Asset Management, LLC; Chief Financial Officer (Principal Financial Officer) and Treasurer, Meridian Fund, Inc.

Jane Hong Shissler

One North Wacker Drive
48th Floor
Chicago, IL 60606
Birth year: 1972

Chief Compliance Officer and SecretaryTerm—Indefinite
Length of
Service—Since
2016		General Counsel, Destra Capital Management LLC, Destra Capital Investments LLC and Destra Capital Management LLC; Partner (2012-2015) and Associate (2005-2012), Chapman and Cutler LLP

18

 

INFORMATION ON PROXY VOTING AND THE SPECIAL MEETING

Share Ownership

Who is Eligible To Vote

 

AsShareholders of the Record Date, neither the Nominee nor his immediate family members owned beneficially or of record any securities of Destra or its affiliates. [As of the Record Date, the Trustees, Nominee and officers of the Funds as a group owned an aggregate of less than 1% of the outstanding shares of each of the Preferred and Income Fund, the Focused Equity Fund and the Alternative Opportunities Fund.]

Compensation

The Independent Trustees are each paid $4,500 as annual compensation for serving as an Independent Trustee of a Trust, $500 as annual compensation for serving on a committee of the Board and $1,000 for attendance at each special meeting of the Board. Such compensation is paid in four equal installments in conjunction with each quarterly Board meeting. In addition, the Independent Trustees are reimbursed by the Trust for expenses incurred as a result of their attendance at meetings of the Trustee or any committees of the Board. The Trust does not have a retirement or pension plan.

Information relating to the amount of compensation paid by the Funds to the current Trustees is available in each Fund’s statement of additional information. The Nominee does not currently serve as a Trustee of the Trust and therefore the Nominee has not yet received any compensation from the Trust.

Board Leadership and Risk Oversight

The Board of Trustees oversees the operations and management of the Funds, including the duties performed for the Funds by Destra. 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 Capital, Destra Capital Investments LLC or their affiliates.

The Board oversees the services performed for the Funds under the Original Investment Management Agreement between the Trust, on behalf of each Fund, and the Adviser. The Trustees approve policies for the Funds, choose the Trust’s officers and hire the Funds’ investment advisers, sub-advisers and other service providers. The officers of the Trust manage the day-to-day operations and are responsible to the Board. The applicable provisions regarding the management of the Funds, as outlined above, in the New Investment Management Agreement are identical to those in the Original Investment Management Agreement.

The Board is currently comprised of three Independent Trustees, John S. Emrich, Michael S. Erickson and James Bernard Glavin, and one Interested Trustee, Mr. Dalmaso. Mr. Glavin will resign upon the election of the Nominee.

Annually, the Board will review its governance structure, the committee structures, their performance and functions and any processes that would enhance Board governance over the Funds’ business. The current Board has determined that its leadership structure is appropriate based on the characteristics of the Funds.

Annually, the Board will review its governance structure and the committee structures, their performance and functions and review 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 Destra Funds as a whole.

The Board has established two 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.

19

The two standing committees of the Destra Funds are the Nominating and Governance 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. Messrs. Emrich, Erickson, Dalmaso and Glavin are the current members of the Nominating and Governance Committee. If there is no vacancy on the Board of Trustees, the Board does 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 Fund are instructed to mail such recommendation to Jane Hong Shissler, Secretary, at the Fund’s address, One North Wacker, 48th Floor, Chicago, Illinois 60606. Such recommendation shall include the following information: (i) evidence of Fund ownershipas of the person or entity recommending the candidate (if a Fund shareholder); (ii) a full descriptionclose of the proposed candidate’s background, including education, experience, current employment and date of birth; (iii) names and addresses of at least three professional references for the candidate; (iv) information asbusiness on [Record Date], 2020 (the “record date”) are entitled 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 existsvote 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 to counsel to the Independent Trustees. Recommendations received at any other time are kept on file until such time as the Nominating and Governance Committee is accepting recommendations, at which point they may be considered for nomination. During the last fiscal year, the Nominating and Governance Committee met once.

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). Messrs. Emrich, Erickson and Glavin currently serve on the Audit Committee. During the last fiscal year, the Audit Committee met three times.

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 Committee and the Trust’s Chief Compliance Officer (“CCO”). Destra’s Investment Committee 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 operationsall of the Fund’s business at the Special Meeting and any adjournments thereof. Each whole share is entitled to one vote on each matter on which it is entitled to vote, and each fractional share is entitled to a proportionate fractional vote. Shares represented by properly executed proxies, unless revoked before or at the service providers’ compliance programs. The Audit Committee reviews with DestraSpecial Meeting, will be voted according to 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, reviewsshareholder’s instructions. If you sign a proxy, but do not fill in a general mannervote, your shares will be voted to approve the processesproposals. If any other Board committees have in place with respect to risk assessment and risk management. The Nominating and Governance Committee monitors all matters related tobusiness comes before the corporate governanceSpecial Meeting, your shares will be voted at the discretion of the Fund. The Board is responsible for all pricing and valuation matters and delegates the day-to-day pricing and valuation obligations to Destra’s Investment Committee. The Board oversees the pricing agents and actions by Destra’s Investment Committee with respect to the valuation of portfolio securities.persons named as proxies.

 

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.

The composition of the Trust’s committees and overall governance structure of the Trust is determinedProposals by the Board.

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.

20

For the Nominee, the description of experiences, qualifications and attributes described above has led to the conclusion, as of the date of this Joint Proxy Statement, that the Nominee is qualified to serve as a Trustee. References to the experiences, qualifications, attributes and skills of the Nominee are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out the Board, any Trustee or the Nominee 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.

Attendance of Trustees at Annual MeetingsShareholders

 

The Trust does not intend to hold annual meetings of shareholders except to the extent that such meetings may be required under the 1940 Act or state law. Under the Trust’s Amended and thereforeRestated By-Laws, upon making a written request of the Trust’s secretary, shareholders holding in the aggregate not less than one-third of the voting power of the Fund’s shares for matters specified in such written request may call a shareholder meeting. Provided, however, that (i) such written request must state the purpose(s) of the meeting and matter(s) proposed to be acted on, and (ii) the shareholder(s) requesting the meeting must have paid to the Trust the reasonably estimated cost of preparing and mailing the notice of such meeting. Shareholders who wish to submit proposals for inclusion in the proxy statement for a subsequent shareholder meeting should submit their written proposals to the Trust at its principal office within a reasonable time before such meeting. The timely submission of a proposal does not guarantee its consideration at the meeting.

Proxies, Quorum and Voting at the Special Meeting

Shareholders may use the proxy card provided if they are unable to attend the Special Meeting in person or wish to have their shares voted by a policy with respectproxy even if they do attend the Special Meeting. Any shareholder that has given a proxy to someone has the power to revoke that proxy at any time prior to its exercise by executing a superseding proxy or by submitting a notice of revocation to the Trustees’ attendance at such meetings.

Independent Registered Public Accounting Firm

Grant Thornton LLP, 171 N. Clark St., Suite 200, Chicago, IL 60601, an independent registered public accounting firm (“Grant Thornton”), has been selected as auditors forsecretary of the Trust. In addition, to audit services, Grant Thornton may provide assistance on accounting and tax and related matters.

A representative of Grant Thorntonalthough mere attendance at the Special Meeting will benot revoke a proxy, a shareholder present at the Special Meeting to makemay withdraw a statement, if such representative so desires,previously submitted proxy and to respond to shareholders’ questions. Grant Thornton has informed each Fund that it has no direct or indirect material financial interestvote in the Funds or Destra.person.

 

AuditAll properly executed and Related Fees

The tables set forthunrevoked proxies received inAppendix J provide the aggregate fees billed during each Fund’s last two fiscal years by each Fund’s independent registered public accounting firm for engagements directly related to the operations and financial reporting of each Fund including those relating (i) to each Fund for services provided to the Fund and (ii) to the Adviser and certain entities controlling, controlled by or under common control with the Adviser that provide ongoing services to each Fund (“Adviser Entities”).

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has established procedures requiring the pre-approval of all audit and non-audit services performed time for the Funds by Grant Thornton. All of the services described above were pre-approvedSpecial Meeting will be voted in accordance with the Audit Committee’s pre-approval procedures.instructions contained in the proxies. If no instruction is given, the persons named as proxies will vote the shares represented thereby in favor of the proposals described herein and will use their best judgment to vote on such other business as may properly come before the Special Meeting or any adjournment thereof. The Trust may also arrange to have votes recorded by telephone, the Internet or other electronic means.

 

Shareholder ApprovalTelephonic Voting. Shareholders may call the toll-free phone number indicated on their proxy card to vote their shares. Shareholders will need to enter the control number set forth on their proxy card and then will be prompted to answer a series of simple questions. The telephonic procedures are designed to authenticate a shareholder’s identity, to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded.

 

Internet Voting. Shareholders may submit an “electronic” proxy over the Internet in lieu of returning an executed proxy card. In order to use this voting feature, shareholders should go to the website indicated on the shareholder’s proxy card and enter the control number set forth on the proxy card. Shareholders will be prompted to follow a simple set of instructions which will appear on the website.


Quorum.The affirmative vote of a pluralitypresence in person or by proxy of the holders of 30% or more of the Fund’s shares entitled to vote at a Special Meeting shall constitute a quorum for the transaction of business at the Special Meeting. For the purposes of establishing whether a quorum is present, all shares present and entitled to vote at the Special Meeting, will be required to elect the Nominee. For purposes of determining the approval of the proposal to elect the Nominee,including abstentions and broker non-votes, will have no effect.shall be counted.

 

The Board unanimously recommends that shareholdersAbstentions will have the effect of a “no” vote FORfor purposes of obtaining the electionrequisite approval of the Nominee.

21

PROPOSAL 5: APPROVAL A “MANAGER OF MANAGERS” STRUCTURE FOR
DESTRA FOCUSED EQUITY FUND

Background and Reason for Vote

Under normal circumstances, if an adviserproposal. Broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote shares on a fund delegates portfolio management duties to a sub-adviserparticular matter with respect to which the brokers or nominees do not have discretionary power) will be treated the same as abstentions.

If a quorum is not present at the Special Meeting, or if a quorum is present at the Special Meeting but sufficient votes to approve a proposal are not received, the Trust expects the chairman of the Special Meeting to adjourn the Special Meeting (from time to time in his or her discretion) in order to solicit additional proxies. A shareholder vote may be taken on one or more proposals prior to such fund,adjournment if sufficient votes for its approval have been received and it is otherwise appropriate. Such vote will be considered final regardless of whether the Special Meeting is adjourned to permit additional solicitation with respect to any other proposal.

As provided under the 1940 Act, requires that the sub-advisory agreement must be approved by the shareholdersapproval of the fund. Specifically, Section 15 of the 1940 Act makes it unlawful for any person to act as an investment adviser (including as a sub-adviser) to a mutual fund, except pursuant to a written contract that has been approved by shareholders. Therefore, to comply with Section 15 of the 1940 Act, a Fund currently must obtain approval from its shareholders to: hire a sub-adviser, replace an existing sub-adviser with a new sub-adviser, materially change the terms of an existingadvisory agreement and new sub-advisory agreement or continue the employment of an existing sub-adviser when that sub-advisory agreement terminates because of an assignment of the agreement.

As a result, the Board is asking that shareholders of Destra Focused Equity Fund also approve this Proposal – to authorize a “manager of managers” arrangement – which, as described more fully below, would permit the Board to appoint sub-advisers for Destra Focused Equity Fund or amend sub-advisory agreements without having to incur the cost or delay associated with obtaining shareholder approval of those actions.

“Manager of Managers” Arrangement

Because of the expense and delays associated with obtaining shareholder approval of sub-advisers and related sub-advisory agreements, many mutual fund investment advisers have requested and obtained orders from the SEC that exempt them and the mutual funds they manage from certain requirements of Section 15 of the 1940 Act and the rules thereunder. Subject to the conditions delineated in those orders, the orders permit mutual funds and their respective advisers to employ a manager of managers arrangement with respect to the funds, wherebyFund will each require the advisers may retain certain wholly owned and/or unaffiliated sub-advisers for the funds and change the terms of a sub-advisory agreement without obtaining shareholder approval. Additionally, the orders typically provide relief from certain disclosure requirements relating to fees paid to sub-advisers.

The SEC has already granted such an order to the Trust and the Adviser (the“Order”), which provides an exemption from, among other things, the requirements under Section 15(a) of the 1940 Act. However, the conditions of the Order state that it is not effective as to a fund until that fund’s shareholders approve the manager of managers arrangement granted by the Order. Therefore, the Board is asking shareholders of Destra Focused Equity Fund to approve the manager of managers arrangement. If shareholders of Destra Focused Equity Fund approve the manager of managers arrangement, no further shareholder vote would be required either to approve a sub-advisory agreement or materially amend any such sub-advisory agreement, subject to the conditions in the Order, as applicable.

Application of the “Manager of Managers” Arrangement

The manager of managers arrangement would permit the Adviser, as the investment adviser of Destra Focused Equity Fund, to appoint and replace certain wholly owned or unaffiliated sub-advisers, and enter into and amend sub-advisory agreements with such sub-advisers, on behalf of Destra Focused Equity Fund without shareholder approval. The manager of managers arrangement is intended to enable Destra Focused Equity Fund to operate with greater efficiency and help the Fund enhance its performance by allowing the Adviser to employ the sub-adviser(s) best suited to the needs of the Fund without incurring the expense and delay associated with obtaining shareholder approval of sub-advisers and related sub-advisory agreements. The Board believes that the manager of managers arrangement is in the interests of Destra Focused Equity Fund and its shareholders.

The process of seeking shareholder approval is administratively expensive and may cause delays in executing changes that the Board and the Adviser have determined are necessary or desirable. Those costs often are borne by a fund (and therefore indirectly by a fund’s shareholders). If shareholders of Destra Focused Equity Fund approve the manager of managers arrangement, the Board would be able to act more quickly and with less expense to the Fund to appoint or replace a wholly owned or unaffiliated sub-adviser, in instances in which the Board and the Adviser believe that the appointment or replacement would be in the interests of the Fund and its shareholders.

22

In the absence of shareholder approval of new sub-advisory agreements and amendments to existing sub-advisory agreements under the manager of managers arrangement, the Board, including the Independent Trustees, would continue to oversee the sub-adviser selection process to help ensure that the interests of shareholders are protected whenever the Adviser would seek to select a sub-adviser or modify a sub-advisory agreement. Specifically, the Board, including a majority of the Independent Trustees, would evaluate and approve all sub-advisory agreements, as well as any modification to an existing sub-advisory agreement. In reviewing new sub-advisory agreements or modifications to existing sub-advisory agreements, the Board will analyze all factors that it considers to be relevant to its determination, including the sub-advisory fees, the nature, quality and scope of services to be provided by the sub-adviser, the investment performance of the assets managed by the sub-adviser in the particular style for which a sub-adviser is sought, as well as the sub-adviser’s compliance with federal securities laws and regulations.

Furthermore, operation of Destra Focused Equity Fund under the manager of managers arrangement would notpermit, among other things, the aggregate advisory fee rate payable by the Fund to be increased, directly or indirectly, without shareholder approval.

Under the manager of managers arrangement, shareholders of Destra Focused Equity Fund would receive notice of, and information pertaining to, any new sub-advisory agreement or any material change to a sub-advisory agreement. In particular, shareholders would be entitled to receive substantially the same information about a new sub-advisory agreement and a new sub-adviser that they would receive in a proxy statement related to their approval of a new sub-advisory agreement in the absence of a manager of managers arrangement. In each case, shareholders will receive such notice and information within the timeframe required by the Order.

Board Approval of “Manager of Managers” Arrangement for Destra Focused Equity Fund

The Board of the Trust, including the Independent Trustees, has approved the use of the manager of managers arrangement and determined that it would be in the interests of Destra Focused Equity Fund and its shareholders. In evaluating this arrangement, the Board, including the Independent Trustees, considered various factors and other information, including the following:

1.A manager of managers arrangement will enable the Board to act more quickly, with less expense to the Fund, in appointing new sub-adviser(s) when the Board and the Adviser believe that such appointment would be in the best interests of the Fund and its shareholders;

2.The Adviser would continue to be directly responsible for monitoring a sub-adviser’s compliance with the Fund’s investment objectives and investment strategies and for analyzing the performance of the sub-advisers; and

3.No sub-adviser could be appointed, removed or replaced without approval by the Board, including a majority of the Independent Trustees.

Shareholder Approval

To become effective with respect to Destra Focused Equity Fund, the manager of managers arrangement must be approved by a vote of a majority of the outstanding voting securities of the Fund,Fund. In accordance with all classes of shares voting together asthe 1940 Act, a single class. The “vote of a majority“majority of the outstanding voting securities” is defined in the 1940 Act asof a Fund means the lesser of the vote of (i)(a) 67% or more of the shares of the Fund entitled to vote thereon present at thea shareholder meeting if the holdersowners of more than 50% of suchthe shares of the Fund then outstanding shares are present in person or represented by proxy;proxy, or (ii)(b) more than 50% of suchthe outstanding shares of the Fund entitled to vote thereon. [For purposesat the Special Meeting.

Method of determiningSolicitation and Expenses

Your vote is being solicited by the approvalBoard of Trustees of the managerTrust. The cost of managers arrangement, abstentionssoliciting proxies, including the costs related to the printing, mailing and broker non-votestabulation of proxies and the fees of the proxy soliciting agent, ultimately will havebe borne by DCM and Destra. The Trust has engaged AST Fund Solutions, LLC (“AST”), a professional proxy solicitation firm, to serve as the same effect as shares voted againstproxy soliciting and tabulation agent for the proposal.]

ShareholdersSpecial Meeting and estimates AST fees to be approximately $20,000. Those fees do not reflect the costs associated with printing and mailing of the proxy materials and the costs associated with reimbursing brokerage firms and other financial intermediaries for their expenses in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies. The Trust expects that the solicitation will be primarily by mail, but may also include telephone, electronic or other means of communication. If the Trust does not receive your proxy by a certain time, you may receive a telephone call from the proxy soliciting agent asking you to vote. The Fund does not reimburse Trustees and officers of the Trust, or regular employees and agents of Destra Focused Equity Fund will vote separately with respect toor Granahan for any involvement in the Proposal. If the shareholderssolicitation of Destra Focused Equity Fund do not approve the Proposal, the Adviser will be unable to enter into, or materially amend, a sub-advisory agreement with respect to the Fund without first obtaining shareholder approval.

The Board unanimously recommends that shareholders of Destra Focused Equity Fund vote FOR approval of the Manager of Managers Structure for the Fund.

23

ADDITIONAL INFORMATION

Principal Shareholders

As of the Record Date, no shareholder beneficially owned more than 5% of any class of shares of any Fund, except as provided inAppendix K.

Shareholder Proposalsproxies.

 

The Funds generally doTrust will not hold annual shareholders’ meetings but will hold special meetings as required or deemed desirable. Because the Funds do not hold regular shareholders’ meetings, the anticipated date of the next special shareholders’ meeting (if any) cannot be provided. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting of a Fund should send their written proposal to such Fund at One North Wacker, 48th Floor, Chicago, Illinois 60606. Proposals must be received a reasonable time before the Fund begins to print and mail its proxy materials for the meeting.

Shareholder Communications

Fund shareholders who want to communicate with the Board orbear any individual Trustee should write to the attention of the Secretary to the Trust. The letter should indicate that you are a Fund shareholder and note the Fund or Funds that you own. If the communication is intended for a specific Trustee and so indicates, it will be sent only to that Trustee. If a communication does not indicate a specific Trustee, it will be sent to the Chairman of the Board of the Trust for further distribution as deemed appropriate by such person.

Expenses of Proxy Solicitation

The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and proxy statement and all other costsexpenses in connection with the solicitationTransaction, including any costs of proxies will be paid by Continuum. Solicitation may be made by letter or telephone by officers or employees of the Adviser, or by dealers and their representatives. The Adviser has engaged Okapi Partners to assist in the solicitation of proxies at an estimated cost of $[_____] per Fund plus reasonablesoliciting shareholder approval. All such expenses which costsultimately will be borne by Continuum.DCM and Destra.

Voting by Destra and Granahan

To the extent that Destra and Granahan and their affiliates own shares of the Fund, each intends to vote those shares in favor of Proposal 1 and Proposal 2.

Ownership of the Fund

[As of the record date, the current Trustees and officers as a group owned less than 1% of the outstanding shares of the Fund or any class of the Fund, other than [List of Classes of Fund where Trustees and Officers own more than 1% of the outstanding shares]. Each person that, to the knowledge of the Trust, owned beneficially or of record 5% or more of the outstanding shares of the Fund as of the record date is listed in Exhibit F to this proxy statement.


Procedures for Shareholder Communications with the Board

Shareholders may send communications to the Board of Trustees of the Trust. Shareholders should send communications intended for the Board of Trustees by addressing the communication directly to the Board of Trustees (or individual Trustee(s)) and/or otherwise clearly indicating in the salutation that the communication is for the Board of Trustees (or individual Trustee(s)) and by sending the communication to the Trust’s address for the Trustee(s) at c/o Destra Granahan Small Cap Advantage Fund, 444 West Lake Street, Suite 1700, Chicago, Illinois 60606. Other Shareholder communications received by the Trust not directly addressed and sent to the Board of Trustees will be reviewed and generally responded to by management, and will be forwarded to the Board only at management’s discretion based on the matters contained therein.

Other Business

While the Special Meeting has been called to transact any business that may properly come before it, the only matters that the Trustees intend to present are those matters stated in the attached Notice of Special Meeting of Shareholders. However, if any additional matters properly come before the Special Meeting, and on all matters incidental to the conduct of the Special Meeting, it is the intention of the persons named in the proxy to vote the proxy in accordance with their judgment on such matters unless instructed to the contrary.

[Mailing Date], 2020


PART 5

OTHER MATTERS

Proxy Statement Delivery

“Householding” is the term used to describe the practice of delivering one copy of a document to a household of shareholders instead of delivering one copy of a document to each shareholder in the household. Shareholders of the Fund who share a common address and who have not opted out of the householding process should receive a single copy of the proxy statement together with one Proxy Card or Voting Instruction Card, as applicable. If you received more than one copy of the proxy statement, you may elect to household in the future; if you received a single copy of the proxy statement, you may opt out of householding in the future; and you may, in any event, obtain an additional copy of this proxy statement by calling [1-877-478-5044] or writing to the Fund at the following address: 444 West Lake Street, Suite 1700, Chicago, IL 60606-0070. Copies of this proxy statement and the accompanying Notice of Special Meeting are also available at www.[                   ].

Service Providers

UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee, WI 53212 provides certain accounting, transfer agency, shareholder services and dividend paying agent services to the Fund. UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee, WI 53212, also performs bookkeeping, data processing and administrative services for the maintenance of shareholder accounts.

Destra Capital Investments LLC, 444 West Lake Street, Suite 1700, Chicago, IL 60606, a wholly-owned subsidiary of DCM, serves as the principal underwriter of the shares of the Fund.

 

Fiscal Year

 

The fiscal year-end of eachthe Fund is September 30.

 

Service Providers

The Bank of New York Mellon (“BNYM”), located at 101 Barclay Street, 13E, New York, New York 10286, serves as the Funds’ administrator and provides administrative, valuation and computation services. The custodian of the Funds’ assets is BNYM, 2 Hanson Place, Brooklyn, New York 11217. The custodian performs custodial, fund accounting and portfolio accounting services. The Funds’ transfer, shareholder services, and dividend paying agent is BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809.

Shareholder Report Delivery

Shareholder reports will be sent to shareholders of record of each Fund following the applicable period. Each Fund will furnish, without charge, a copy of its annual report and/or semiannual report as available upon request. Such written or oral requests should be directed to such Fund at Destra Capital Advisors LLC, One North Wacker, 48th Floor, Chicago, Illinois 60606, or by calling 877-855-3434. The Funds’ most recent annual and semiannual reports are also available on the Internet at http://destracapital.com/investors/literature.

Please note that only one annual report, semiannual report or proxy statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report, semiannual report or proxy statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.

24

 

General

Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meetings. However, if other matters are properly presented to the Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Funds.

EXHIBIT A list of shareholders entitled to be present and to vote at each Meeting will be available at the offices of the Funds, One North Wacker, 48th Floor, Chicago, Illinois 60606, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting.

Any Meeting may, by action of the person presiding thereat, be adjourned with respect to one or more matters to be considered at such Meeting, if a quorum is not present with respect to such matter; any Meeting may, by motion of the person presiding thereat, be adjourned with respect to one or more matters to be considered at such Meeting, even if a quorum is present with respect to such matters, when such adjournment is approved by the vote of holders of shares representing a majority of the voting power of the shares present and entitled to vote with respect to the matter or matters adjourned. Unless a proxy is otherwise limited in this regard, any shares present and entitled to vote at a Meeting that are represented by broker non-votes, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment.

PLEASE VOTE AS SOON AS POSSIBLE. YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES THAT YOU HOLD.

Robert Watson

President

__________, 2017

25

Appendix A

Shareholder Information

Number of Shares Outstanding as of ___________, 2017

FundAbbreviated Fund
Name		Class AClass CClass I
Destra Flaherty & Crumrine Preferred and Income FundPreferred and Income Fund________________________
Destra Focused Equity FundFocused Equity Fund________________________
Destra Wolverine Alternative Opportunities FundAlternative Opportunities Fund________________________

A-1

Appendix B

Dates Relating to Original Investment Management Agreements

FundDate of Original Investment
Management Agreement		Date Original Investment
Management Agreement Last
Approved by Shareholders		Date Original Investment
Management Agreement Last
Approved for Continuance by
Board
Preferred and Income FundNovember 6, 2014November 6, 2014August 8, 2017
Focused Equity FundNovember 6, 2014November 6, 2014August 8, 2017
Alternative Opportunities FundSeptember 19, 2015September 19, 2015August 8, 2017
Alternative Opportunities Fund
(Cayman Subsidiary)1		September 19, 2015September 19, 2015August 8, 2017

1Pursuant to the principal investment strategy of the Alternative Opportunities Fund, the Adviser formed, and entered into an investment management agreement with, an exempted company in the Cayman Islands through which it invests in commodity futures contracts.

B-1

Appendix C

Investment Management Fee Information

Fund Annual Fee
(as a percentage
of net assets)		  Annual Expense
Cap
(as a percentage
of net assets)		 Approximate
Net Assets as of
___________, 2017		 Fees Paid to
Adviser During
Last Fiscal Year1		 
           
Preferred and Income Fund  0.75% Class A: 1.50% $___________ $1,093,966 
      Class C: 2.25%      
      Class I: 1.25%      
             
Focused Equity Fund  0.85% Class A: 1.60% $___________ $461,654 
      Class C: 2.35%      
      Class I: 1.35%      
             
Alternative Opportunities Fund  1.20% Class A: 2.00% $___________ $385,880 
      Class C: 2.75%      
      Class I: 1.75%      

1The fees paid to the Adviser during last fiscal year as set forth herein are less the expense waiver and reimbursements as negotiated between a Fund and the Adviser.

C-1

Appendix D

Dates Relating to Original Sub-Advisory Agreements

FundSub-AdviserDate of Original
Sub-Advisory
Agreement		Date Original
Sub-Advisory
Agreement Last
Approved by
Shareholders		Date Original
Sub-Advisory
Agreement Last
Approved For
Continuance by Board
Preferred and Income FundFlaherty & CrumrineNovember 6, 2014November 6, 2014August 8, 2017
Focused Equity FundWestEndAugust 24, 2015August 24, 2015August 8, 2017
Alternative Opportunities FundWolverineSeptember 19, 2015September 19, 2015August 8, 2017
Alternative Opportunities Fund (Cayman Subsidiary)2WolverineSeptember 19, 2015September 19, 2015August 8, 2017

2Pursuant to the principal investment strategy of the Alternative Opportunities Fund, the Adviser formed, and Wolverine entered into, an investment sub-advisory agreement with, an exempted company in the Cayman Islands through which it invests in commodity futures contracts

D-1

Appendix E

Sub-Advisory Fee Rates and Aggregate Sub-Advisory Fees Paid

Fund Fiscal Year End Sub-Adviser Percentage of
Advisory Fee Paid
to Sub-Adviser		 Fees Paid to the
Sub-Adviser
During Last
Fiscal Year		 
          
Preferred and Income Fund Sept. 30, 2016 Flaherty & Crumrine 50% $265,130 
Focused Equity Fund Sept. 30, 2016 WestEnd 50% $174,765 
Alternative Opportunities Fund Sept. 30, 2016 Wolverine 100% for the first $50 million of Fund assets; 75% for $50 million -$150 million of Fund assets; 50% for Fund assets exceeding $150 million $93,185 

E-1

Appendix F

Fee Rates and Net Assets of Other Funds Advised or Sub-Advised by Sub-Advisers with
Similar Investment Objectives as the Funds

FundSub-AdviserSimilar FundFee RateNet Assets
(______, 2017)
Preferred and Income FundFlaherty & CrumrineFlaherty & Crumrine Dynamic Preferred and Income Fund

-0.575% on the first $200 million of the fund’s average daily managed assets

-0.50% on the fund’s average daily managed assets above $200 million.

$_____________
Flaherty & Crumrine Preferred Securities Income Fund

-0.525% on the first $200 million of the fund’s average weekly total assets

-0.45% on the next $300 million of the fund’s average weekly total managed assets

-0.40% on the fund’s average weekly total managed assets above $500 million.

$____________
Flaherty & Crumrine Total Return Fund

-0.575% on the first $200 million of the fund’s average weekly total assets

-0.50% on the next $300 million of the fund’s average weekly total managed assets

-0.45% on the fund’s average weekly total managed assets above $500 million.

$____________
Flaherty & Crumrine Preferred Income Fund

-0.625% of the fund’s average monthly net assets up to $100 million

-0.50% of the fund’s average monthly net assets of $100 million or more

$____________
Flaherty & Crumrine Preferred Income Opportunity Fund

-0.625% of the fund’s average monthly net assets up to $100 million

-0.50% of the fund’s average monthly net assets of $100 million or more

$____________
Focused Equity FundWestEndN/AN/AN/A
Alternative Opportunities FundWolverineN/AN/AN/A

F-1

Appendix G

Information Regarding Executive Officers and Members of Adviser and Sub-Advisers

Destra Capital Advisors LLC
Destra is the investment adviser to the Preferred and Income Fund, Focused Equity Fund and Alternative Opportunities Fund.
Destra is a wholly-owned subsidiary of Destra Capital Management LLC.  Continuum Funds Holdings, LLC and Dominic Martellaro may be deemed to control Destra due to their ownership interests and/or positions in Destra Capital Management LLC.  Robert Watson serves as President and Chief Executive Officer of Destra Investment Trust.
Principal Executive Officer and Members
NameAddressPrincipal Occupation
Dominic Carl MartellaroOne North Wacker, 48th Floor
Chicago, IL 60606		Chief Executive Officer
Robert WatsonOne North Wacker, 48th Floor
Chicago, IL 60606		President
Destra Capital Management LLCOne North Wacker, 48th Floor
Chicago, IL 60606		Member

Flaherty & Crumrine Incorporated
Flaherty & Crumrine is the investment sub-adviser to the Preferred and Income Fund.
Robert Eric Chadwick, Bradford Sydenham Stone, Chad Christopher Conwell, Robert Thomas Flaherty, Robert Michael Ettinger and Donald Frasier Crumrine may be deemed to control Flaherty & Crumrine due to their ownership interests and/or positions in Flaherty & Crumrine.
Principal Executive Officer and Directors
NameAddressPrincipal Occupation
Robert Eric Chadwick301 East Colorado Blvd., Suite 720, Pasadena, CA 91101President & Director and Shareholder
Bradford Sydenham Stone301 East Colorado Blvd., Suite 720, Pasadena, CA 91101Executive Vice President, Chief Financial Officer & Director and Shareholder
Chad Christopher Conwell301 East Colorado Blvd., Suite 720, Pasadena, CA 91101Executive Vice President, Chief Legal Officer, Chief Compliance Officer & Director and Shareholder

WestEnd Advisors, LLC
WestEnd is the investment sub-adviser to the Focused Equity Fund.
Edmund N. Durden, Michael W. Goldman, F. Staunton Harkins and Frederick O. Porter may be deemed to control WestEnd due to their ownership interests and/or positions in WestEnd.
Principal Executive Officer and Members
NameAddressPrincipal Occupation
Robert Lansing Pharr4064 Colony Road, Suite 130, Charlotte, NC 28211Chief Investment Officer
Michael William Goldman4064 Colony Road, Suite 130, Charlotte, NC 28211Managing Member

G-1

Edmund Nelson Durden4064 Colony Road, Suite 130, Charlotte, NC 28211Managing Member
Frederick O. Porter4064 Colony Road, Suite 130, Charlotte, NC 28211Managing Member

Wolverine Asset Management, LLC
Wolverine is the investment sub-adviser to the Alternative Opportunities Fund.
Wolverine is a wholly-owned subsidiary of Wolverine Holdings, L.P.  Robert Ross Bellick, Christopher Lazarus Gust, Eric Jonathan Henschel and Wolverine Trading Partners, Inc. may be deemed to control Wolverine due to their ownership interests and/or positions in Wolverine Holdings, L.P.
Principal Executive Officer and Members
NameAddressPrincipal Occupation
Christopher Lazarus Gust175 W. Jackson Blvd., Suite 340, Chicago, IL  60604Chief Executive Officer & Chief Investment Officer
Wolverine Holdings, L.P.175 W. Jackson Blvd., Suite 340, Chicago, IL  60604Managing Member

G-2

Appendix H

Share Ownership

I.Dollar Range of Equity Securities of the Funds

The following table lists the dollar range of equity securities beneficially owned by each Trustee/Nominee in each Fund and in all Destra funds as of ______________, 2017. The information as to beneficial ownership is based on statements furnished by each Trustee/Nominee.

Independent Trustees/NomineeInterested Trustee
Fund
Preferred and Income FundNoneN. Dalmasoover $100,000
Focused Equity FundNoneN. Dalmasoover $100,000
Alternative Opportunities FundNoneNone
Aggregate Range of Equity Securities in All Registered Investment Companies Overseen by Trustees in Family of Investment CompaniesNoneN. Dalmasoover $100,000

II.Share Ownership of Investment Adviser, Investment Sub-Advisers or Principal Underwriter

None of the Trustees nor the Nominee own beneficially or of record any securities in the investment adviser, investment sub-advisers or principal underwriter to the Funds.

H-1

Appendix I

Trustee Compensation
Fiscal Year Ended September 30, 2016

  Independent Trustees/Nominee  Interested Trustee  Aggregate
Compensation
Paid by the		 
Fund John S. Emerich  Michael S. Erickson  Jeffrey S. Murphy3  Nicholas Dalmaso  Fund 
Preferred and Income Fund $6,598  $7,035  $0  $10,100  $23,733 
Focused Equity Fund $6,507  $6,725  $0  $9,803  $23,035 
Alternative Opportunities Fund $6,363  $6,514  $0  $9,518  $22,395 
  Aggregate Trustee Compensation $19,468  $20,274  $0  $29,421  $69,163 

3Mr. Murphy is a Nominee and did not serve the Trust as a Trustee during the fiscal period ended September 30, 2016.

I-1

Appendix J

Auditor Information

The Trust has engaged its principal accountant to perform audit services, audit-related services, and tax services during the past two fiscal years. “Audit fees” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related fees” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax fees” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed or expected to be billed for the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

FYE 9/30/2016FYE 9/30/2015
Audit Fees$_________$_________
Audit Related Fees$_________$_________
Tax Fees$_________$_________
All Other Fees$_________$_________

The percentage of “audit-related services”, “tax services” and “all other services” that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X were as follows:

FYE 9/30/2016FYE 9/30/2015
Audit Related Fees_______%_______%
Tax Fees_______%_______%
All Other Fees_______%_______%

All of the principal accountant’s hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal accountant. The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any entity controlling, controlled by, or under common control with the investment adviser) for the last two years.

Non-Audit Related FeesFYE 9/30/2016FYE 9/30/2015
Destra Investment Trust$_________$_________
Destra Capital Advisors LLC$_________$_________

J-1

Appendix K

Principal Holders Information

The following chart lists each shareholder or group of shareholders who beneficially owned more than 5% of any class of shares for each Fund as of ____________, 2017:

Fund and Class

Shareholder Name and Address

Number of

Shares Owned

Percentage

Owned

Preferred and Income Fund
     Class A
     Class C
     Class I
Focused Equity Fund
     Class A
     Class C
     Class I
Alternative Opportunities Fund
     Class A
     Class C
     Class I

K-1

Appendix L

 

FORM OF NEW INVESTMENT ADVISORY AGREEMENT

FORM OF INVESTMENT MANAGEMENT AGREEMENTSAGREEMENT

 

Investment Management Agreement

Investment Management AgreementINVESTMENT MANAGEMENT AGREEMENT made this ___[         ] day of ___________, 2017,[                   ], by and betweenDestra Investment Trust, DESTRA INVESTMENT TRUST, a Massachusetts business trust (the“Trust”), andDestra Capital Advisors DESTRA CAPITAL ADVISORS LLC,a Delaware limited liability company (the“Adviser”).

 

Whereas,WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company;

 

Whereas,WHEREAS, the Trust is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

 

Whereas,WHEREAS, the Trust intends to offer shares in multiple series, as to which this Agreement may hereafter be made applicable and set forth on Schedule A hereto (each such series being herein referred to as a“Fund,”and collectively as the“Funds”); and

 

Whereas,WHEREAS, the Trust desires to retain the Adviser as investment adviser, to furnish certain investment advisory and portfolio management services to the Trust with respect to the Funds, and the Adviser is willing to furnish such services.

 

Witnesseth:W I T N E S S E T H:

 

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

 

1.         The Trust hereby engages the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of, each Fund in accordance with each Fund’s investment objectives and policies and limitations, and to administer each Fund’s affairs to the extent requested by and subject to the supervision of the Board of Trustees of the Trust for the period and upon the terms herein set forth. The investment of each Fund’s assets shall be subject to the Fund’s policies, restrictions and limitations with respect to securities investments as set forth in the Fund’s then current registration statement under the l940 Act, and all applicable laws and the regulations of the Securities and Exchange Commission relating to the management of registered open-end management investment companies.

L-1

 

The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Funds’ transfer agent, administrator or other service providers) for the Funds, to permit any of its officers or employees to serve without compensation as trustees or officers of the Trust if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall at its own expense furnish all executive and other personnel, office space, and office facilities required to render the investment management and administrative services set forth in this Agreement. In the event that the Adviser pays or assumes any expenses of a Fund not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or similar expense in the future;provided, thatnothingthat nothing contained herein shall be deemed to relieve the Adviser of any obligation to a Fund under any separate agreement or arrangement between the parties.

 

2.         The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall neither have the authority to act for nor represent the Trust in any way, nor otherwise be deemed an agent of the Trust.

 


3.         For the services and facilities described in Section 1, each Fund will pay to the Adviser, at the end of each calendar month, and the Adviser agrees to accept as full compensation therefor, an investment management fee equal to the annual rate of each Fund’s average daily net assets as set forth on Schedule A.

 

For the month and year in which this Agreement becomes effective, or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement shall have been in effect during the month and year, respectively. The services of the Adviser to the Trust under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

 

4.         The Adviser shall arrange for suitably qualified officers or employees of the Adviser to serve, without compensation from the Trust, as trustees, officers or agents of the Trust, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.

 

5.             5.         For purposes of this Agreement, brokerage commissions paid by a Fund upon the purchase or sale of a Fund’s portfolio securities shall be considered a cost of securities of the Fund and shall be paid by the Fund.

 

6.         The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of a Fund’s securities on behalf of the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Trust’s Board of Trustees and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Adviser may select brokers or dealers affiliated with the Adviser. It is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust, or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion.

L-2

 

In addition, the Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities with similar orders being made simultaneously for other accounts managed by the Adviser or its affiliates, if in the Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to a Fund, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of a Fund occurs as part of any aggregate sale or purchase orders, the objective of the Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, each Fund acknowledges that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever a Fund and one or more other investment advisory clients of the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client.

 

The Adviser will not arrange purchases or sales of securities between a Fund and other accounts advised by the Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Trust’s policies and procedures, (b) the Adviser determines the purchase or sale is in the best interests of each Fund, and (c) the Trust’s Board of Trustees have approved these types of transactions.

 


To the extent a Fund seeks to adopt, amend or eliminate any objectives, policies, restrictions or procedures in a manner that modifies or restricts Adviser’s authority regarding the execution of the Fund’s portfolio transactions, the Fund agrees to use reasonable commercial efforts to consult with the Adviser regarding the modifications or restrictions prior to such adoption, amendment or elimination.

 

The Adviser will communicate to the officers and trustees of the Trust such information relating to transactions for the Funds as they may reasonably request. In no instance will portfolio securities be purchased by or sold to the Adviser or any affiliated person of either the Trust or the Adviser, except as may be permitted under the 1940 Act.

 

L-3

The Adviser further agrees that it:

 

(a)            will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;

 

(b)            will conform in all material respects to all applicable rules and regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Board of Trustees for the Trust and communicated to the Adviser and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;

 

(c)            will report regularly to the Board of Trustees of the Trust (generally on a quarterly basis) and will make appropriate persons available for the purpose of reviewing with representatives of the Board of Trustees on a regular basis at reasonable times the management of each Fund, including, without limitation, review of the general investment strategies of each Fund, the performance of each Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Board of Trustees of the Trust;

 

(d)            will prepare and maintain such books and records with respect to each Fund’s securities and other transactions as required under applicable law and will prepare and furnish the Trust’s Board of Trustees such periodic and special reports as the Board of Trustees may reasonably request. The Adviser further agrees that all records which it maintains for each Fund are the property of the Fund and the Adviser will surrender promptly to the Fund any such records upon the request of the Fund (provided, however,that Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law; and

(e)             will provide for the compensation for the chief compliance officer of the Trust.

 

7.         Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Trust are, or may be, interested persons (as such term is defined in the 1940 Act and rules and regulations thereunder) of the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested persons of the Fund otherwise than as trustees, officers or agents.

 

8.         The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

 

L-4

9.             Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act, the Adviser may retain one or more sub-advisers at the Adviser’s own cost and expense for the purpose of furnishing one or more of the services described in Section 1 hereof with respect to a Fund. Retention of a sub-adviser shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall be responsible to a Fund for all acts or omissions of any sub-adviser in connection with the performance of the Adviser’s duties hereunder.

 

10.         The Trust acknowledges that the Adviser now acts, and intends in the future to act, as an investment adviser to other managed accounts and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Trust. In addition, the Trust acknowledges that the persons employed by the Adviser to assist in the Adviser’s duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Adviser may use any supplemental research obtained for the benefit of the Trust in providing investment advice to its other investment advisory accounts and for managing its own accounts.

 

11.         This Agreement shall be effective on the date provided on Schedule A for each respective Fund, provided it has been approved by a vote of a majority of the outstanding voting securities held by shareholders of the respective Fund in accordance with the requirements of the 1940 Act. This Agreement shall continue in effect until the two-year anniversary of the date of its effectiveness, unless and until terminated by either party as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved, at least annually, in the manner required by the 1940 Act.

 

This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without the payment of any penalty by a Fund or by the Adviser upon sixty (60) days’ written notice to the other party. Each Fund may effect termination by action of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, accompanied by appropriate notice. This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Trustees of the Trust, or by vote of a majority of the outstanding voting securities of the Trust, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the material covenants of the Adviser set forth herein. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 3, earned prior to such termination and for any additional period during which the Adviser serves as such for the Fund, subject to applicable law. The terms “assignment” and “vote of the majority of outstanding voting securities” shall have the same meanings set forth in the 1940 Act and the rules and regulations thereunder.

 

12.         This Agreement may be amended or modified only by a written instrument executed by both parties.

 

L-5

13.         If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.

 

14.         Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.

 

15.         All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts and the limitation of shareholder and trustee liability contained therein. This Agreement is executed on behalf of the Trust by the Trust’s officers as officers and not individually and the obligations imposed upon the Trust by this Agreement are not binding upon any of the Trust’s Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, and persons dealing with the Trust must look solely to the assets of the Trust and those assets belonging to the subject Trust, for the enforcement of any claims.

 

16.         This Agreement shall be construed in accordance with applicable federal law and (except as to Section 15 hereof which shall be construed in accordance with the laws of Massachusetts) the laws of the State of Illinois.

 

L-6


In Witness Whereof,IN WITNESS WHEREOF, the Trust and the AdviserParties hereto have caused this Agreement to be executed onas of the day and year above written.first written above.

 

DESTRA INVESTMENT TRUSTDestra Investment Trust
 
By: Jane H. Shissler
Title: Secretary
ATTEST: 
NAME:
TITLE:  
 By:
DESTRA CAPITAL ADVISORS LLC 
Name:
Title:

Attest:  
Name:
Title:

Destra Capital Advisors LLC
  
 
By: Robert Watson
Title: President 
 Name: 
Title:

Attest:  ATTEST:  
Name:NAME:  
Title:TITLE:  

L-7

Schedule A

(Effective as of _________, 2017)

[               ]) Funds

 

Name ofOf FundAnnual Rate of
Average Daily Net
Assets
Destra Granahan Small Cap Advantage Fund1.10%

A-6

EXHIBIT B

INVESTMENT ADVISORY FEES

Contractual Advisory
Fee (as a percentage of
Managed Assets)

Advisory

Fee Rate Paid to

Destra (after waivers
and reimbursements
and/or recoupment, if
any) for the Fiscal Year
Ended September 30,
2020

Most Recent Date of
Shareholder Approval
of Existing Advisory
Agreement and Purpose
of Submission to
Shareholders		Most Recent Date of
Approval of Existing
Advisory Agreement by
the Board of Trustees
1.10%[     ]%August 7, 2019 (initial
approval by sole
shareholder)		May 21, 2019

EXHIBIT C

PRO FORMA EXPENSES

Set forth below are tables that describe the fees and expenses paid in connection with each class of shares of the Fund shown, for the fiscal year ended September 30, 2020, (1) under the existing advisory agreement (actual fees and expenses), and (2) pro forma as if the New Advisory Agreement had been in effect for the entire fiscal year. The expenses that the Fund would bear under the new advisory agreement that are currently borne instead by Destra include the compensation of the Trust’s chief compliance officer. These expenses, as a percentage of Fund net assets, are reflected in “Other Expenses – Pro Forma” in the table below.

Actual Fees under Existing Advisory Agreement

Shareholder Fees

(fees paid directly from your investment)

  Effective
Date
Destra Flaherty & Crumrine Preferred and Income FundClass A  0.75Class I%
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)    
Destra Focused Equity Fund0.85%4.50%    None

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

   Class A  Class I 
Management Fees    1.10%     1.10%  
Distribution and Service (12b-1) Fees    0.25%     0.00%  
Other Expenses    [   ]%     [   ]%  
Acquired Fund Fees and Expenses(2)    [   ]%     [   ]%  
Total Annual Fund Operating Expenses    [   ]%     [   ]%  
Fee Waiver(3)    [   ]%     [   ]%  
Total Annual Fund Operating Expenses After Fee Waiver    [   ]%     [   ]%  

C-1

Pro Forma Fees under New Advisory Agreement

Shareholder Fees

(fees paid directly from your investment)

Destra Wolverine Alternative Opportunities Fund  1.20Class A%Class I
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)    

4.50%L-8

Investment Management Agreement

Investment Management Agreement made this __th day of _______, 2017, by and betweenDestra Wolverine Asset Subsidiary, a Cayman Islands exempted company (the“Company”), andDestra Capital Advisors LLC,a Delaware limited liability company (the“Adviser”).

Whereas, the Company is a wholly-owned subsidiary of the Destra Wolverine Alternative Opportunities Fund (the “Fund”), a series of Destra Investment Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);

Whereas, the purpose of the Company is to facilitate the implementation of the Fund’s investment strategies, particularly, with respect to commodity-related derivative instruments and commodity futures; and

Whereas, the Company desires to retain the Adviser as investment adviser, to furnish certain investment advisory, portfolio management and administrative services to the Company, and the Adviser is willing to furnish such services.

Witnesseth:

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

1.          The Company hereby engages the Adviser to act as the investment adviser for, and to manage the investment and reinvestment of the assets of the portfolio assets of the Company and to administer the Company’s affairs to the extent requested by and subject to the supervision of the Board of Directors of the Company for the period and upon the terms herein set forth. The investment and reinvestment of the Company’s assets shall be subject to (i) the policies, restrictions and limitations as set forth in the Fund’s then current registration statement under the l940 Act, as such may be amended from time to time (the “Registration Statement”), (ii) the Company’s Memorandum of Association and Articles of Association, as such may be amended from time to time (the “Charter Document”), (iii) directions from the Company’s Board of Directors and (iv) all applicable laws and the regulations, including the applicable provisions of the laws of the Cayman Islands and the United States, including the Investment Advisers Act of 1940, as amended, and to the extent required, the 1940 Act, the Commodity Exchange Act, as amended, and the Internal Revenue Code of 1986, as amended.

L-9

The Adviser accepts such employment and agrees during such period to render such services, to furnish office facilities and equipment (if the Company maintains an office) and clerical, bookkeeping and administrative services (other than such services, if any, provided by the Company’s transfer agent, administrator or other service providers) for the Company, to permit any of its officers or employees to serve without compensation as directors or officers of the Company if elected to such positions, and to assume the obligations herein set forth for the compensation herein provided. The Adviser shall at its own expense furnish all executive and other personnel and office space and facilities (if any) required to render the investment management and administrative services set forth in this Agreement. In the event that the Adviser pays or assumes any expenses of the Company not required to be paid or assumed by the Adviser under this Agreement, the Adviser shall not be obligated hereby to pay or assume the same or similar expense in the future;provided, thatnothing contained herein shall be deemed to relieve the Adviser of any obligation to the Company under any separate agreement or arrangement between the parties.

2.          Except as otherwise provided herein or authorized by the Board of Directors of the Company from time to time, the Adviser shall for all purposes herein provided be deemed to be an independent contractor and shall neither have the authority to act for nor represent the Company in any way, nor otherwise be deemed an agent of the Company.

3.          For the services and facilities described in Section 1, the Company shall not pay compensation to the Adviser; rather, the Adviser will be compensated by the Fund in accordance with the fee schedule set forth in Schedule A to that certain Investment Management Agreement between the Adviser and the Trust on behalf of the Fund dated __________, 2017 (the “Fund Management Agreement”). The services of the Adviser to the Company under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

4. During the term of this Agreement, the Adviser shall pay all of the expenses of the Company (including the cost of the transfer agency, custody, fund administration, legal, audit and other services and license fees, if any) but excluding interest, taxes, brokerage commissions and other expenses connected with the execution of portfolio transactions and extraordinary expenses.

5.          The Adviser shall arrange for suitably qualified officers or employees of the Adviser to serve, without compensation from the Company, as directors, officers or agents of the Company, if duly elected or appointed to such positions, and subject to their individual consent and to any limitations imposed by law.

6.          For purposes of this Agreement, brokerage and other commissions paid by the Company upon the purchase or sale of securities or other assets for the Company shall be considered a cost of securities of the Company and shall be paid by the Company.

7.          Notwithstanding anything to the contrary in this Agreement, and subject to the Company’s Charter Document, and unless otherwise specified by notice from the Company to the Adviser, the Adviser may, in the name of the Company, place orders for execution of transactions hereunder with or through any broker, dealer, futures commission merchant, bank or any other agent or counterparty that the Adviser may select in its own discretion. Adviser shall negotiate and may execute all futures agreements, options agreements, ISDA Master Agreements, Credit Support Annexes and other contracts and agreements related to derivatives transactions and holdings of the Company. The Company shall cooperate with the Adviser in setting up and maintaining brokerage accounts, futures accounts and other accounts the Adviser deems advisable to allow for the purchase or sale of various forms of securities and other instruments pursuant to this Agreement.

L-10

8.          In selecting the persons, brokers, dealers or futures commission merchants to execute the portfolio transactions on behalf of the Company, the Adviser is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Company’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Subject to approval by the Company’s Board of Directors and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Adviser may select brokers or dealers affiliated with the Adviser. It is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Company, or be in breach of any obligation owing to the Company under this Agreement, or otherwise, solely by reason of its having caused the Company to pay a member of a securities exchange, a broker or a dealer a commission for effecting a portfolio transaction for the Company in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Adviser’s overall responsibilities with respect to its accounts, including the Company, as to which it exercises investment discretion.

In addition, the Adviser may, to the extent permitted by applicable law, aggregate purchase and sale orders of securities with similar orders being made simultaneously for other accounts managed by the Adviser or its affiliates, if in the Adviser’s reasonable judgment such aggregation shall result in an overall economic benefit to the Company, taking into consideration the selling or purchase price, brokerage commissions and other expenses. In the event that a purchase or sale of an asset of the Company occurs as part of any aggregate sale or purchase orders, the objective of the Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Company and other accounts in an equitable manner. Nevertheless, the Company acknowledges that under some circumstances, such allocation may adversely affect the Company with respect to the price or size of the portfolio investments obtainable or salable. Whenever the Company and one or more other clients of the Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client.

The Adviser will not arrange purchases or sales of portfolio investments between the Company and other accounts advised by the Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the policies and procedures of the Fund and Company, (b) the Adviser determines the purchase or sale is in the best interests of the Company, and (c) the Company’s Board of Directors has approved these types of transactions.

L-11

To the extent the Company seeks to adopt, amend or eliminate any objectives, policies, restrictions or procedures in a manner that modifies or restricts Adviser’s authority regarding the execution of the Company’s portfolio transactions, the Company agrees to use reasonable commercial efforts to consult with the Adviser regarding the modifications or restrictions prior to such adoption, amendment or elimination.

The Adviser will communicate to the officers and directors of the Company and/or the Fund such information relating to transactions for the Company as they may reasonably request. In no instance will portfolio securities be purchased by or sold to the Adviser or any affiliated person of either the Company or the Adviser, except as may be permitted under the 1940 Act.

The Adviser further agrees that it:

(a)          will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;

(b)          will conform in all material respects to all applicable rules and regulations of the Securities and Exchange Commission (including to the extent required, the 1940 Act) and Commodity Futures Trading Commission (the “CFTC”), applicable provisions of Cayman Islands law and will comply in all material respects with all policies and procedures adopted by the Board of Directors for the Company and communicated to the Adviser and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities;

(c)          will report regularly to the Board of Directors of the Company and the Board of Trustees of the Trust (generally on a quarterly basis) and will make appropriate persons available for the purpose of reviewing with representatives of the Board of Directors of the Company and Board of Trustees of the Trust on a regular basis at reasonable times the management of the Company, including, without limitation, review of the general investment strategies of the Company, the performance of the Company’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Board of Directors of the Company or Board of Trustees of the Trust; and

(d)          will prepare and maintain such books and records with respect to the Company’s portfolio investments and other transactions as required under applicable law (including the 1940 Act and rules thereunder as if the Company were required to be registered under the 1940 Act) and will prepare and furnish the Company’s Board of Directors and the Trust’s Board of Trustees such periodic and special reports as the Board of Directors or Board of Trustees, respectively, may reasonably request. The Adviser further agrees that all records which it maintains for the Company are the property of the Company, and the Adviser will surrender promptly to the Company any such records upon the request of the Company (provided, however, that Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Company) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940 or other applicable law.

L-12

9.          Subject to applicable statutes and regulations, it is understood that officers, trustees, or agents of the Company are, or may be, interested persons (as such term is defined in the 1940 Act and rules and regulations thereunder) of the Adviser as officers, directors, agents, shareholders or otherwise, and that the officers, directors, shareholders and agents of the Adviser may be interested persons of the Company otherwise than as trustees, officers or agents.

10.         The Adviser shall not be liable for any loss sustained by reason of the purchase, sale or retention of any security, future contract or other commodity instrument whether or not such purchase, sale or retention shall have been based upon the investigation and research made by any other individual, firm or corporation, if such recommendation shall have been selected with due care and in good faith, except loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

11.         Subject to approval by the Board of Trustees of the Trust, including by the vote of a majority of the Trustees of the Trust who are not parties to the Fund Management Agreement or “interested persons” of the Trust or Adviser (as such term is defined in the 1940 Act) (the “Disinterested Trustees”) cast in person at a meeting called for the purpose of voting on such approval, the Directors of the Company and any other approvals as required by applicable law (after taking into effect any exemptive order, no-action assurances or other relief upon which the Company may rely), the Adviser may retain one or more sub-advisers at the Adviser’s own cost and expense for the purpose of furnishing one or more of the services described in Section 1 hereof with respect to the Company. In addition, the Adviser may adjust from time to time the duties delegated to any sub-adviser, the portion of portfolio assets of the Company that the sub-adviser shall manage and the fees to be paid to the sub-adviser pursuant to any sub-advisory agreement or other arrangement entered into in accordance with this Agreement, subject to the approvals of the Board of Trustees of the Trust, including by the vote of a majority of the Disinterested Trustees cast in person at a meeting called for the purpose of voting on such approval, the Directors of the Company, and any other approvals as required under applicable law (after taking into account any exemptive order, no-action assurances or other relief upon which the Company may rely). Retention of a sub-adviser shall in no way reduce the responsibilities or obligations of the Adviser under this Agreement and the Adviser shall be responsible to the Company for all acts or omissions of any sub-adviser in connection with the performance of the Adviser’s duties hereunder.

12.         The Trust acknowledges that the Adviser now acts, and intends in the future to act, as an investment adviser to other managed accounts and as investment adviser or sub-investment adviser to one or more other investment companies or series of investment companies. In addition, the Company acknowledges that the persons employed by the Adviser to assist in the Adviser’s duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Adviser may use any supplemental research obtained for the benefit of the Company in providing investment advice to its other investment advisory accounts and for managing its own accounts.

L-13

13.         This Agreement shall be effective on the date set forth above, provided it has been approved by (i) the Board of Directors of the Company, (ii) the Board of Trustees of the Trust, including the vote of a majority of the Disinterested Trustees of the Trust, cast in person at a meeting called for the purpose of voting on such approval and (iii) a vote of a majority of the outstanding voting securities of the Fund. This Agreement shall continue in effect until the two-year anniversary of the date of its effectiveness, unless and until terminated as hereinafter provided, and shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved by (i) the Board of the Company, (ii) the vote of the holders of a majority of the outstanding voting securities of the Fund or the Board of Trustees of the Trust and (iii) the vote of a majority of the Disinterested Trustees of the Trust, cast in person at a meeting called for the purpose of voting on such approval.

This Agreement shall automatically terminate in the event of its assignment, and may be terminated at any time without payment of any penalty by the Board of Trustees of the Trust, by the Company or by the Adviser upon sixty (60) days’ written notice to the other parties. The Company may effect termination by action of the Board of Directors or by vote of a majority of the outstanding voting securities of the Company, accompanied by appropriate notice. This Agreement shall also terminate automatically and immediately upon the termination of the Fund Management Agreement. The shareholders of the Fund may therefore terminate this Agreement by terminating the Fund Management Agreement. This Agreement may be terminated, at any time, without the payment of any penalty, by the Board of Directors of the Company, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Company, in the event that it shall have been established by a court of competent jurisdiction that the Adviser, or any officer or director of the Adviser, has taken any action which results in a breach of the material covenants of the Adviser set forth herein. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation, described in Section 3, earned prior to such termination and for any additional period during which the Adviser serves as such for the Company, subject to applicable law. The terms “assignment” and “vote of the majority of outstanding voting securities” herein shall have the same meanings set forth in the 1940 Act and the rules and regulations thereunder.

14.         This Agreement may be amended or modified only by a written instrument executed by both parties, subject to consent by the Company’s Board of Directors, the Trust’s Board of Trustees (including by the vote of a majority of the Disinterested Trustees of the Trust) and if required by applicable law (including applicable Securities and Exchange Commission rules, regulations or orders), the vote of a majority of the outstanding voting securities of the Fund.

15.         If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder shall not be thereby affected.

16.         Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for receipt of such notice.

L-14

17.         This Agreement shall be construed in accordance with applicable federal law of the United States and the laws of the State of Illinois.

18.         The Adviser will commence managing the account of the Company as an exempt account under CFTC Rule 4.7 and provides the following advisory in connection therewith:

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR THIS ACCOUNT DOCUMENT.

The Company consents to its account being an exempt account under CFTC Rule 4.7.

L-15

In Witness Whereof, the Company and the Adviser have caused this Agreement to be executed on the day and year above written.

Destra Wolverine Asset Subsidiary
   
By:
Name: 
Title:

Attest:  
Name:
Title:None  

 

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

   Class A  Class I 
Management Fees    1.10%     1.10%  
Distribution and Service (12b-1) Fees    0.25%     0.00%  
Other Expenses(1)    [   ]%     [   ]%  
Acquired Fund Fees and Expenses(2)    [   ]%     [   ]%  
Total Annual Fund Operating Expenses    [   ]%     [   ]%  
Fee Waiver(3)    [   ]%     [   ]%  
Total Annual Fund Operating Expenses After Fee Waiver    [   ]%     [   ]%  

(1) “Other Expenses” are estimated for the current fiscal year.

(2) Acquired Fund Fees and Expenses are the indirect costs that the Fund incurs from investing in other investment companies. Please note that the amount of Total Annual Fund Operating Expenses After Fee Waiver shown in the above table will differ from the “Financial Highlights” included in the Fund’s annual report to shareholders, which reflects the operating expenses of the Fund and does not include indirect expenses such as Acquired Fund Fees and Expenses.

(3) The Adviser has agreed to cap expenses such that the total annual fund operating expenses, excluding brokerage commissions and other trading expenses, taxes, interest, acquired fund fees and other extraordinary expenses (such as litigation and other expenses not incurred in the ordinary course of business), do not exceed 1.75%, and 1.50% of the Fund’s average daily net assets attributable to Class A shares and Class I shares, respectively. The arrangement will continue in effect until January 28, 2030, may be terminated or modified prior to that date only with the approval of the Fund’s Board of Trustees (“Board”) and will automatically continue in effect for successive twelve-month periods thereafter. Any fee waived and/or expense assumed by the Adviser pursuant to the arrangement is subject to recovery by the Adviser for up to three years from the date the fee was waived and/or expense assumed, but no reimbursement payment will be made by the Fund if such reimbursement results in the Fund exceeding an expense ratio equal to the Fund’s then-current expense caps or the expense caps that were in place at the time the fee was waived and/or expense assumed by the Adviser.

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 Class A Shares and $100,000 in Class I Shares of 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:


Actual

Destra Capital Advisors LLC
  Redeemed
 By:Not Redeemed 
Share ClassName:1 year3 years5 years10 years1 year3 years5 years10 years 
Class ATitle:$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]
Class I$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]$[   ] 

 

Pro Forma

AttestRedeemed:  Not Redeemed
Name:Share Class1 year  
Title:3 years  

5 years L-1610 years1 year3 years5 years10 years
Class A$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]
Class I$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]$[   ]$[   ] 

These examples do not reflect sales charges (loads) on reinvested dividends. If these sales charges (loads) were included, your costs would be higher.

C-3

 

 

Appendix M

EXHIBIT D

 

FORM OF NEW INVESTMENT SUB-ADVISORY AGREEMENTSAGREEMENT

 

Form of Investment Sub-Advisory Agreement

 

This Agreement is made as of this _____[        ] day of _________, 2017[                ] by and among Destra Investment Trust (the“Trust”), a Massachusetts business trust, on behalf of its series the Destra Flaherty & Crumrine Preferred and IncomeGranahan Small Cap Advantage Fund (the“Fund”), Destra Capital Advisors LLC, a Delaware limited liability company (the“Adviser”), a and registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”), and Flaherty & Crumrine Incorporated,Granahan Investment Management, Inc., a CaliforniaMassachusetts corporation and a registered investment adviser with the SEC (the“Sub-Adviser”).

 

Whereas, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the“1940 Act”);

 

Whereas, the Trust, on behalf of the Fund, has retained the Adviser to serve as the investment adviser for the Fund pursuant to an Investment Management Agreement between the Adviser and the Trust (as such agreement may be modified from time to time, the“Management Agreement”);

 

Whereas, the Management Agreement provides that the Adviser may, subject to the initial and periodic approvals required under Section 15 of the 1940 Act, appoint a sub-adviser at its own cost and expense for the purpose of furnishing certain services required under the Management Agreement; and

 

Whereas, the Trust, on behalf of the Fund, and the Adviser desire to retain the Sub-Adviser to furnish investment advisory services for the Fund’s investment portfolio, upon the terms and conditions hereafter set forth.

 

Now, Therefore, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

 

1.           Appointment. The Trust, on behalf of the Fund, and the Adviser hereby appoint the Sub-Adviser to provide certain sub-investment advisory services to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. The Sub-Adviser shall, for all purposes herein provided, be deemed an independent contractor and, unless otherwise expressly provided or authorized, shallincluding by the terms of this Agreement or another writing, have noNo authority to act for nor represent the Trust, Fund or Adviser in any way, nor otherwise be deemed an agent of the Trust, Fund or Adviser.

M-1

  

2.           Services to Be Performed. Subject always to the supervision of the Trust’s Board of Trustees (the “Board of Trustees”) and the Adviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) (the “Registration Statement”) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will in all material respects (a) monitor the Fund’s investments, and (b) comply with the provisions of the Trust’s Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust’s Declaration of Trust, By-laws, prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement.

 


The Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 ofunder the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion.

 

In addition, the Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Adviser or its affiliates, if in the Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of the Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by the Sub-Adviser to be equitable to each and consistent with the Sub-Adviser’s fiduciary obligations to the Fund, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, the Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client.

M-2

  

The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers.

 

The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 ofunder the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees or the Trust’s Chief Compliance Officer (as determined under the Fund’s compliance policies) has approved these types of transactions.

 


The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing.

 

The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In noNo instance will portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act or rules adopted thereunder.

 

The Sub-Adviser further agrees that it:

 

(a)              will conform in all material respects to all applicable rules and regulations of the Securities and Exchange CommissionSEC and comply in all material respects with all policies and procedures adopted by the Trust’s Board of Trustees and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;

 

M-3

(b)              will report to the Adviser and to the Trust’s Board of Trustees on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Adviser and the Board of Trustees on a regular basis at such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Adviser or the Trust’s Board of Trustees; and

 

(c)              will prepare and maintain such books and records with respect to the Fund’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Adviser and will prepare and furnish the Adviser and Trust’s Board of Trustees such periodic and special reports as the Board or the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund or promptly destroy any such records upon the reasonable request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 ofunder the Investment Advisers Act of 1940, as amended, the Sub-Adviser’s internal recordkeeping policies and procedures, or other applicable law.

 

3.           Expenses. During the term of this Agreement, the Sub-Adviser will pay all of its own operating expenses incurred by it in connection with providing the sub-advisory services under this Agreement, excluding, without limitation, the expenses of the Fund including(including the cost of securities and other assets)assets purchased for the Fund (including anyand brokerage commissions, if any, incurred in the purchase or sale thereof)thereof as well as any consulting fees or legal expenses incurred by the Sub-Adviser in connection with its management of the Fund). The Fund will pay all expenses of its organization, operation and business not specifically assumed or agreed to be paid by the Sub-Adviser hereunder.

 

4.           Additional Sub-Advisers. Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act and the approval of the Adviser, the Sub-Adviser may retain one or more additional sub-advisers at the Sub-Adviser’s own cost and expense for the purpose of furnishing one or more of the services described in Section 2 hereof with respect to the Fund. Retention of a sub-adviser hereunder shall in noNo way reduce the responsibilities or obligations of the Sub-Adviser under this Agreement and the Sub-Adviser shall be responsible to the Fund for all acts or omissions of any sub-adviser in connection with the performance of the Sub-Adviser’s duties hereunder.

  

5.           Compensation. For the services provided and the expenses assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee (the“Management Fee”) equal to 50% of the advisory fee paid to the Adviser for its services to the Fund (netFund. The Management Fee shall be net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of the Fund).Fund. The Management Fee shall be payable monthly in arrears on or about the first day of each month during the term of this Agreement.

For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.

 

M-4


6.          Services to Others. The Trust, Fund and Adviser acknowledge that the Sub-Adviser now acts,Except as may otherwise be prohibited by law or may in the future act, as an investment adviser to other managed accounts and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund. In addition, the Trust, Fund and Adviser acknowledge that the persons employed by the Sub-Adviser to assist in the Sub-Adviser’s duties under this Agreement will not devote their full time to such efforts. It is also agreed thatregulation (including, without limitation, any then current SEC staff interpretation), the Sub-Adviser may, use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accountsdiscretion and for managing its own accounts.

7.          Limitation of Liability. The Sub-Adviser shall not be liable for, and the Trust, Fund and Adviser will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Trust, Fund or Adviser (including, without limitation, by reason of the purchase, sale or retention of any security or other asset) in connection with the performance of the Sub-Adviser’s duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.

8.          Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Trust and Adviser becomes effective (it being understood that the Adviser shall notify the Sub-Adviser of the date of effectiveness of the Management Agreement as soon as reasonably practical after effectiveness),provided that it has been approved in the manner required by the 1940 Act, and shall remain in full force until the two-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder;provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.

This Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by the Adviser or the Sub-Adviser upon sixty (60) days’ written notice to the other parties. This Agreement may also be terminated by the Fund by action of the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund upon sixty (60) days’ written notice to the Sub-Adviser by the Fund without payment of any penalty.

The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.

Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 5 earned prior to such termination and for any additional period during which the Sub-Adviser serves as such for the Fund, subject to applicable law.

M-5

9.Compliance Certification. From time to time as requested by the Trust, Fund or Adviser, the Sub-Adviser shall provide such certifications with respect to Rule 38a-1 under the Investment Company Act of 1940, as amended, as are reasonably requested by the Fund or Adviser. In addition, the Sub-Adviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 of the Investment Company Act of 1940, as amended.

10.         Notice. Any notice under this Agreement shall be sufficient inwaive all respects if given in writing and delivered by commercial courier providing proof of delivery and addressed as follows or addressed to such other person or address as such party may designate for receipt of such notice.

If to the Adviser or the Trust:If to the Sub-Adviser:
Destra Capital Advisors LLC
One North Wacker, 48th Floor
Chicago, Illinois  60606

If by Facsimile: (___) ___-____		__________________________
__________________________
__________________________

If by Facsimile: (___) ________

11.         Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein and a copy of which has been provided to the Sub-Adviser prior to the date hereof. This Agreement is executed on behalf of the Fund by the Trust’s officers in their capacity as officers and not individually and are not binding upon any of the Trustees, officers, or shareholders of the Fund individually but the obligations imposed upon the Fund by this Agreement are binding only upon the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund and those assets belonging to the subject Fund, for the enforcement of any claims.

12.         Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

13.         Applicable Law. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 11 hereof which shall be construed in accordance with the laws of the Commonwealth of Massachusetts) the laws of the State of Illinois.

14.         Amendment, Etc. This Agreement may only be amended, or its provisions modified or waived, in a writing signed by the party against which such amendment, modification or waiver is sought to be enforced.

M-6

15.         Authority. Each party represents to the others that it is duly authorized and fully empowered to execute, deliver and perform this Agreement. The Trust represents that engagement of the Sub-Adviser has been duly authorized by the Trust and it shareholders (to the extent required by the 1940 Act) in accordance with the provisions of Section 15 thereof, and the rules or exemptive orders of the Securities and Exchange Commission, and is in accordance with the Trust’s Declaration of Trust and other governing documents of the Trust.

16.         Severability. Each provision of this Agreement is intended to be severable from the others so that if any provision or term hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remaining provisions and terms hereof;provided, however, that the provisions governing paymentportion of the Management Fee described in Section 5 are not severable.Fee.

17.         Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter expressly set forth herein.

[Remainder of page left intentionally blank.
Signature page follows.]

M-7

In Witness Whereof, the Fund, the Adviser and the Sub-Adviser have caused this Agreement to be executed by its duly authorized officer as of the day and year first above written.

DESTRA CAPITAL ADVISORS LLC

By
Title:

DESTRA INVESTMENT TRUST

on behalf of the Destra Flaherty & Crumrine Preferred and Income Fund

By
Title:

FLAHERTY & CRUMRINE INCORPORATED

By
Title:

M-8

Investment Sub-Advisory Agreement

Agreement made as of this ___ day of ________, 2017 by and among Destra Investment Trust (the“Trust”), a Massachusetts business trust, on behalf of its series the Destra Focused Equity Fund (the“Fund”), Destra Capital Advisors LLC, a Delaware limited liability company (the“Adviser”), a registered investment adviser with the Securities and Exchange Commission (“SEC”), and WestEnd Advisors LLC, a North Carolina limited liability company and a registered investment adviser with the SEC (the“Sub-Adviser”).

Whereas, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the“1940 Act”);

Whereas, the Trust has retained the Adviser to serve as the investment adviser for the Fund pursuant to an Investment Management Agreement between the Adviser and the Trust (as such agreement may be modified from time to time, the“Management Agreement”);

Whereas, the Management Agreement provides that the Adviser may, subject to the initial and periodic approvals required under Section 15 of the 1940 Act, appoint a sub-adviser at its own cost and expense for the purpose of furnishing certain services required under the Management Agreement; and

Whereas, the Trust and the Adviser desire to retain the Sub-Adviser to furnish investment advisory services for the Fund’s investment portfolio, upon the terms and conditions hereafter set forth.

Now, Therefore, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.          Appointment. The Trust and the Adviser hereby appoint the Sub-Adviser to provide certain sub-investment advisory services to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. The Sub-Adviser shall, for all purposes herein provided, be deemed an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for nor represent the Trust, Fund or Adviser in any way, nor otherwise be deemed an agent of the Trust, Fund or Adviser.

2.          Services to Be Performed. Subject always to the supervision of the Trust’s Board of Trustees and the Adviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will in all material respects (a) monitor the Fund’s investments, and (b) comply with the provisions of the Trust’s Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing. The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust’s Declaration of Trust, By-laws, prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement.

M-9

Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion.

In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client.

M-10

The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers.

The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions.

The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing.

The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act or rules adopted thereunder.

The Sub-Adviser further agrees that it:

(a)          will conform in all material respects to all applicable rules and regulations of the Securities and Exchange Commission and comply in all material respects with all policies and procedures adopted by the Trust’s Board of Trustees and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;

(b)          will report to the Adviser and to the Trust’s Board of Trustees on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Adviser and the Board of Trustees on a regular basis at such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Adviser or the Trust’s Board of Trustees; and

M-11

(c)          will prepare and maintain such books and records with respect to the Fund’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Adviser and will prepare and furnish the Adviser and Trust’s Board of Trustees such periodic and special reports as the Board or the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any such records upon the request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940, as amended, or other applicable law.

3.          Expenses. During the term of this Agreement, the Sub-Adviser will pay all of its own operating expenses incurred by it in connection with providing the sub-advisory services under this Agreement, excluding without limitation the expenses of the Fund including the cost of securities and other assets) purchased for the Fund (including any brokerage commissions, if any incurred in the purchase or sale thereof). The Fund will pay all expenses of its organization, operation and business not specifically assumed or agreed to be paid by the Sub-Adviser hereunder.

4.          Additional Sub-Advisers. Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act and the approval of the Adviser, the Sub-Adviser may retain one or more additional sub-advisers at the Sub-Adviser’s own cost and expense for the purpose of furnishing one or more of the services described in Section 2 hereof with respect to the Fund. Retention of a sub-adviser hereunder shall in no way reduce the responsibilities or obligations of the Sub-Adviser under this Agreement and the Sub-Adviser shall be responsible to the Fund for all acts or omissions of any sub-adviser in connection with the performance of the Sub-Adviser’s duties hereunder.

5.          Compensation. For the services provided and the expenses assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee (the“Management Fee”) equal to 50% of the advisory fee paid to the Adviser for its services to the Fund (net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of the Fund). The Management Fee shall be payable in arrears on or about the first day of each month during the term of this Agreement.

For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.

M-12

 

6.           Services to Others. The Trust, Fund and Adviser acknowledge that the Sub-Adviser now acts, or may in the future act, as an investment adviser to other managed accounts and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund. In addition, the Trust, Fund and Adviser acknowledge that the persons employed by the Sub-Adviser to assist in the Sub-Adviser’s duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts and for managing its own accounts.

 

7.           Limitation of Liability and Indemnification.Indemnification.

 

(a)           The Sub-Adviser shall not be liable for, and the Trust, Fund and Adviser will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any breach hereof, error of judgment or mistake of law or for any loss suffered by the Trust, Fund or Adviser (including, without limitation, by reason of the purchase, sale or retention of any security or other asset) in connection with the performance of the Sub-Adviser’s duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.

 

(b)           To the fullest extent permitted by applicable law, the Trust, Fund and Adviser, severally and jointly, shall indemnify the Sub-Adviser, its affiliates and the officers, directors, employees and agents of the Sub-Adviser and its affiliates (each an “indemnitee”) against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit relating to the Fund or the Adviser and not resulting from the willful misfeasance, bad faith, negligence, or reckless disregard of any indemnitee in the performance of the obligations and duties of any indemnitee’s office; provided that to the extent that the Trust or the Fund has indemnified an indemnitee, the Adviser shall contribute a portion of the amount paid by the Trust or the Fund as shall be appropriate to reflect the relative fault of the Trust or the Fund, on the one hand, and the Adviser, on the other hand, in causing the act or omission that resulted in the indemnification payment. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that the Fund or the Adviser may have under those laws. An indemnitee will not confess any claim or settle or make any compromise in any instance in which the Fund or the Adviser will be asked to provide indemnification, except with the Fund’s and the Adviser’s prior written consent. Any amounts payable by the Fund under this section shall be satisfied only against the assets of the Fund and not against the assets of any other investment series of the Trust.

M-13

  

(c)           Promptly after receipt by an indemnitee of notice of any claim for which indemnification would be sought, the indemnitee shall notify the indemnifying party thereof in writing. If indemnification rights are claimed pursuant to this section, all the indemnitees shall retain one counsel and such counsel shall be approved in advance by the Fund. In addition, if any such claim or action shall be brought against an indemnitee or indemnitees, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the indemnitee or indemnitees. After notice from the indemnifying party to the indemnitee or indemnitees of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnitee or indemnitees under this section for any legal or other expenses subsequently incurred by the indemnitee or indemnitees in connection with the defense thereof other than reasonable costs of investigation.

 


(d)           Any indemnification made in accordance with this section shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification to be liable to the Fund or its shareholders (or to the Adviser) by reason of willful misfeasance, bad faith, negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office.

 

(e)           The rights of indemnification provided in this section shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this section shall affect the power of the Fund to purchase and maintain liability insurance on behalf of any indemnitee.

 

8.           Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the same date as the Management Agreement between the Trust and Adviser becomes effective (it being understood that the Adviser shall notify the Sub-Adviser of the date of effectiveness of the Management Agreement as soon as reasonably practical after effectiveness),provided that it has been approved in the manner required by the 1940 Act,first written above, and shall remain in full force until the two-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided.provided, provided that it has been approved: (i) by a vote of a majority of those Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Fund’s outstanding voting securities. This Agreement shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act andBoard of Trustees provided that in such event such continuance shall also be approved by the rules and regulations thereunder;vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval; provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.

  

This Agreement shall automatically terminate in the event of its assignment and may be terminated by the Adviser or the Sub-Adviser at any time without the payment of any penalty by the Adviser or the Sub-Adviser upon sixty (60)60 days’ written notice to the other parties. This Agreement may also be terminated by the Fund by action of the Trust’s Board of Trustees, including a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of suchthe Fund upon sixty (60)60 days’ written notice to the Sub-Adviser by the Fund without payment of any penalty.

This Agreement will automatically terminate, without the payment of any penalty, (i) in the event of its assignment (as defined in the 1940 Act), or (ii) in the event the Management Agreement between the Adviser and the Trust is assigned (as defined in the 1940 Act) or terminates for any other reason. This Agreement will also terminate upon written notice to the other party that the other party is in material breach of this Agreement, unless the party in material breach of this Agreement cures such breach to the reasonable satisfaction of the party alleging the breach within thirty (30) days after written notice.

 

The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.

M-14

 

Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 5 earned prior to such termination and for any additional period during which the Sub-Adviser serves as such for the Fund, subject to applicable law.

 

9.9.           Compliance Certification. From time to time as requested by the Trust, Fund or Adviser, the Sub-Adviser shall provide such certifications with respect to Rule 38a-1 under the Investment Company1940 Act, of 1940, as amended, as are reasonably requested by the Fund or Adviser. In addition, the Sub-Adviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 ofunder the Investment Company Act of 1940 as amended.Act.

 


10.         Notice. Any notice under this Agreement shall be sufficient in all respects if given in writing and delivered by commercial courier providing proof of delivery and addressed as follows or addressed to such other person or address as such party may designate for receipt of such notice.

 

If to the Adviser or the Trust:If to the Sub-Adviser:

Destra Capital Advisors LLC
One North Wacker, 48th Floor444 West Lake Street, Suite 1700
Chicago, Illinois 60606

If by Facsimile: (___) ___-____

Email: legal@destracapital.com

__________________________
__________________________
__________________________

If by Facsimile: (___) ________

Granahan Investment Management, Inc.

404 Wyman Street, Suite 460 

Waltham, Massachusetts 02451 

Email: bgranahan@granahan.com

 

11.         Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein and a copy of which has been provided to the Sub-Adviser prior to the date hereof. This Agreement is executed on behalf of the Fund by the Trust’s officers in their capacity as officers and not individually and are not binding upon any of the Trustees, officers, or shareholders of the Fund individually but the obligations imposed upon the Fund by this Agreement are binding only upon the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund and those assets belonging to the subject Fund, for the enforcement of any claims.

  

12.         Miscellaneous. The captions in this Agreement are included for convenience of reference only and in noNo way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

 

13.         Applicable Law. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 11 hereof which shall be construed in accordance with the laws of the Commonwealth of Massachusetts) the laws of the State of Illinois.

 

M-15

14.         Amendment, Etc.Amendments. This Agreement may only be amended, or its provisions modified or waived, in a writing signed by the party against which such amendment, modification or waiver is sought to be enforced.

15.         Authority. Each party represents to the others that it is duly authorized and fully empowered to execute, deliver and perform this Agreement. The Trust represents that engagement of the Sub-Adviser has been duly authorized by the Trust and it shareholders (to the extent required by the 1940 Act) in accordance with the provisions of Section 15 thereof, and the rules or exemptive orders of the Securities and Exchange Commission, and is in accordance with the Trust’s Declaration of Trust and other governing documents of the Trust.

16.         Severability. Each provision of this Agreement is intended to be severable from the others so that if any provision or term hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remaining provisions and terms hereof;provided, however, that the provisions governing payment of the Management Fee described in Section 5 are not severable.

17.         Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter expressly set forth herein.

[Remainder of page left intentionally blank.
Signature page follows.]

M-16

In Witness Whereof, the Fund, the Adviser and the Sub-Adviser have caused this Agreement to be executed by its duly authorized officer as of the day and year first above written.

DESTRA CAPITAL ADVISORS LLC

By
Title:

DESTRA INVESTMENT TRUST

on behalf of the Destra Focused Equity Fund

By
Title:

WESTEND ADVISORS LLC

By
Title:

M-17

Investment Sub-Advisory Agreement

This Agreement made as of this _____ day of ______, 2017 by and among Destra Investment Trust (the“Trust”), a Massachusetts business trust, on behalf of its series the Destra Wolverine Alternative Opportunities Fund (the“Fund”), Destra Capital Advisors LLC, a Delaware limited liability company (the“Adviser”), a registered investment adviser with the Securities and Exchange Commission (“SEC”), and Wolverine Asset Management, LLC, an Illinois limited liability company and a registered investment adviser with the SEC (the“Sub-Adviser”).

Whereas, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the“1940 Act”);

Whereas, the Trust, on behalf of the Fund, has retained the Adviser to serve as the investment adviser for the Fund pursuant to an Investment Management Agreement between the Adviser and the Trust (as such agreement may be modified from time to time, the“Management Agreement”);

Whereas, the Management Agreement provides that the Adviser may, subject to the initial and periodic approvals required under Section 15 of the 1940 Act, appoint a sub-adviser at its own cost and expense for the purpose of furnishing certain services required under the Management Agreement; and

Whereas, the Trust, on behalf of the Fund, and the Adviser desire to retain the Sub-Adviser to furnish investment advisory services for the Fund’s investment portfolio, upon the terms and conditions hereafter set forth.

Now, Therefore, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.          Appointment. The Trust, on behalf of the Fund, and the Adviser hereby appoint the Sub-Adviser to provide certain sub-investment advisory services to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. The Sub-Adviser shall, for all purposes herein provided, be deemed an independent contractor and, unless otherwise expressly provided or authorized, including by the terms of this Agreement, shall have no authority to act for nor represent the Trust, Fund or Adviser in any way, nor otherwise be deemed an agent of the Trust, Fund or Adviser.

M-18

2.          Services to Be Performed. Subject always to the supervision of the Trust’s Board of Trustees and the Adviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the assets of the Fund, furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the Fund’s investment portfolio, all on behalf of the Fund and as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) (the “Registration Statement”) as the same may thereafter be amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will in all material respects (a) monitor the Fund’s investments, and (b) comply with the provisions of the Trust’s Declaration of Trust and By-laws, as amended from time to time and communicated by the Fund or the Adviser to the Sub-Adviser in writing, and the stated investment objectives, policies and restrictions of the Fund as such objectives, policies and restrictions may subsequently be changed by the Trust’s Board of Trustees and communicated by the Trust, Fund or Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable. The Trust, Fund or Adviser has provided the Sub-Adviser with current copies of the Trust’s Declaration of Trust, By-laws, prospectus, statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement.

Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio investments for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Trust’s Board of Trustees and compliance with the policies and procedures adopted by the Board of Trustees for the Fund and to the extent permitted by and in conformance with applicable law (including Rule 17e-1 of the 1940 Act), the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion.

In addition, Sub-Adviser may aggregate purchase and sale orders of securities placed with respect to the assets of the Fund with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Fund occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Fund and other accounts in an equitable manner. Nevertheless, the Trust, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Fund with respect to the price or size of the securities positions obtainable or salable. Whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occur if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of securities for another client.

M-19

The Sub-Adviser will vote proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with the Adviser’s written Proxy Policies and Procedures, and communicated by the Fund or the Adviser to the Sub-Adviser in writing. The Sub-Adviser will maintain appropriate records in accordance with applicable law detailing its voting of proxies on behalf of the Fund and upon request will provide a report setting forth the proposals voted on and how the Trust’s shares were voted, including the name of the corresponding issuers.

The Sub-Adviser will not arrange purchases or sales of securities between the Fund and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Fund, and (c) the Fund’s Board of Trustees has approved these types of transactions.

The Fund may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Fund or the Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable.

The Sub-Adviser will communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Fund, the Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act or rules adopted thereunder.

The Sub-Adviser further agrees that it:

(a)          will conform in all material respects to all applicable rules and regulations of the SEC and comply in all material respects with all policies and procedures adopted by the Trust’s Board of Trustees and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;

M-20

(b)          will report to the Adviser and to the Trust’s Board of Trustees on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Adviser and the Board of Trustees on a regular basis at such times as the Adviser or the Board of Trustees may reasonably request in writing regarding the management of the Fund, including, without limitation, review of the general investment strategies of the Fund, the performance of the Fund’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Adviser or the Trust’s Board of Trustees; and

(c)          will prepare and maintain such books and records with respect to the Fund’s securities and other transactions for the Fund’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Adviser and will prepare and furnish the Adviser and Trust’s Board of Trustees such periodic and special reports as the Board or the Adviser may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund or promptly destroy any such records upon the reasonable request of the Adviser or the Fund (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Fund) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940, as amended, the Sub-Adviser’s internal recordkeeping policies and procedures, or other applicable law.

3.          Expenses. During the term of this Agreement, the Sub-Adviser will pay all of its own operating expenses incurred by it in connection with providing the sub-advisory services under this Agreement, excluding, without limitation, the expenses of the Fund (including the cost of securities and other assets purchased for the Fund and brokerage commissions, if any, incurred in the purchase or sale thereof as well as any consulting fees or legal expenses incurred by the Sub-Adviser in connection with its management of the Fund). The Fund will pay all expenses of its organization, operation and business not specifically assumed or agreed to be paid by the Sub-Adviser hereunder.

4.          Additional Sub-Advisers. Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act and the approval of the Adviser, the Sub-Adviser may retain one or more additional sub-advisers at the Sub-Adviser’s own cost and expense for the purpose of furnishing one or more of the services described in Section 2 hereof with respect to the Fund. Retention of a sub-adviser hereunder shall in no way reduce the responsibilities or obligations of the Sub-Adviser under this Agreement and the Sub-Adviser shall be responsible to the Fund for all acts or omissions of any sub-adviser in connection with the performance of the Sub-Adviser’s duties hereunder.

5.          Seed Investment.The Sub-Adviser and/or its affiliate shall provide the seed capital for the Fund of no less than $50 million (the “Seed Investment”) on or about the date the Fund’s Registration Statement becomes effective with the SEC. The Seed Investment shall remain in the Fund for a period of no less than two (2) years from the date on which the Fund commences investment operations (“Seed Investment Period”), provided, that, (a) the Sub-Adviser and/or its affiliate may redeem any or all of the Seed Investment prior to the expiration of the Seed Investment Period upon a mutual written agreement of the parties, and (b) the Sub-Adviser and/or its affiliate may redeem any amount above and beyond the Seed Investment that results from an appreciation of the value of the Seed Investment.

M-21

6.          Compensation. (a) For the services provided and the expenses assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a portfolio management fee (the“Management Fee”) equal to: (i) 100% of the advisory fee paid to the Adviser for its services to the Fund for the first $50 million of assets in the Fund; (ii) 75% of the advisory fee paid to the Adviser for its services to the Fund for assets in the Fund in excess of $50 million up to $150 million; and (iii) 50% of the advisory fee paid to the Adviser for its services to the Fund for assets in excess of $150 million. The Management Fee shall be net of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of the Fund.

(b) The Management Fee shall be payable quarterly in arrears on or about the 45th day after each quarter. For the month and year in which this Agreement becomes effective or terminates, there shall be an appropriate proration on the basis of the number of days that the Agreement is in effect during the month and year, respectively.

7.          Services to Others. The Trust, Fund and Adviser acknowledge that the Sub-Adviser now acts, or may in the future act, as an investment adviser to other managed accounts and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund. In addition, the Trust, Fund and Adviser acknowledge that the persons employed by the Sub-Adviser to assist in the Sub-Adviser’s duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts and for managing its own accounts.

8.          Limitation of Liability and Indemnification.

(a)          The Sub-Adviser shall not be liable for, and the Trust, Fund and Adviser will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any breach hereof, error of judgment or mistake of law or for any loss suffered by the Trust, Fund or Adviser (including, without limitation, by reason of the purchase, sale or retention of any security or other asset) in connection with the performance of the Sub-Adviser’s duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.

(b)          To the fullest extent permitted by applicable law, the Trust, Fund and Adviser, severally and jointly, shall indemnify the Sub-Adviser, its affiliates and the officers, directors, employees and agents of the Sub-Adviser and its affiliates (each an “indemnitee”) against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit relating to the Fund or the Adviser and not resulting from the willful misfeasance, bad faith, negligence, or reckless disregard of any indemnitee in the performance of the obligations and duties of any indemnitee’s office. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that the Fund or the Adviser may have under those laws. An indemnitee will not confess any claim or settle or make any compromise in any instance in which the Fund or the Adviser will be asked to provide indemnification, except with the Fund’s and the Adviser’s prior written consent. Any amounts payable by the Fund under this section shall be satisfied only against the assets of the Fund and not against the assets of any other investment series of the Trust.

M-22

(c)          Promptly after receipt by an indemnitee of notice of any claim for which indemnification would be sought, the indemnitee shall notify the indemnifying party thereof in writing. If indemnification rights are claimed pursuant to this section, all the indemnitees shall retain one counsel and such counsel shall be approved in advance by the Fund. In addition, if any such claim or action shall be brought against an indemnitee or indemnitees, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the indemnitee or indemnitees. After notice from the indemnifying party to the indemnitee or indemnitees of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnitee or indemnitees under this section for any legal or other expenses subsequently incurred by the indemnitee or indemnitees in connection with the defense thereof other than reasonable costs of investigation.

(d)          Any indemnification made in accordance with this section shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification to be liable to the Fund or its shareholders (or to the Adviser) by reason of willful misfeasance, bad faith, negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office.

(e)          The rights of indemnification provided in this section shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this section shall affect the power of the Fund to purchase and maintain liability insurance on behalf of any indemnitee.

9.          Term; Termination; Amendment. This Agreement shall become effective with respect to the Fund on the third business day after the date that the Adviser notifies the Sub-Adviser that the Management Agreement has become effective, or on such other date as the Adviser and the Sub-Adviser shall mutually agree,provided that it has been approved in the manner required by the 1940 Act, and shall remain in full force until the two-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved for the Fund at least annually in the manner required by the 1940 Act and the rules and regulations thereunder;provided, however, that if the continuation of this Agreement is not approved for the Fund, the Sub-Adviser may continue to serve in such capacity for the Fund in the manner andExcept to the extent permitted by the 1940 Act and the rules and regulations thereunder.

M-23

This Agreement shall automatically terminate in the event of its assignment and may be terminated by the Adviser or the Sub-Adviser at any time without the payment of any penalty by the Adviser or the Sub-Adviser upon 60 days’ written notice to the other parties. This Agreement may also be terminated by the Fund by action of the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of such Fund upon 60 days’ written notice to the Sub-Adviser by the Fund without payment of any penalty.

The terms “assignment” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth in the 1940 Act and the rules and regulations thereunder.

Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination and for any additional period during which the Sub-Adviser serves as such for the Fund, subject to applicable law.

10.         Compliance Certification. From time to time as requested by the Trust, Fund or Adviser, the Sub-Adviser shall provide such certifications with respect to Rule 38a-1 under the Investment Company Act of 1940, as amended, as are reasonably requested by the Fund or Adviser. In addition, the Sub-Adviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 of the Investment Company Act of 1940, as amended.

11.         Notice. Any notice under this Agreement shall be sufficient in all respects if given in writing and delivered by commercial courier providing proof of delivery and addressed as follows or addressed to such other person or address as such party may designate for receipt of such notice.

If to the Adviser or the Trust:If to the Sub-Adviser:
Destra Capital Advisors LLC
One North Wacker Drive, 48th Floor
Chicago, Illinois 60606

If by facsimile: (312) ___-____

Wolverine Asset Management, LLC
175 W. Jackson Blvd., Suite 340

Chicago, Illinois  60604

Attn: Legal Department
If by facsimile: (312) 884-4645

12.         Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein and a copy of which has been provided to the Sub-Adviser prior to the date hereof. This Agreement is executed on behalf of the Fund by the Trust’s officers in their capacity as officers and not individually and are not binding upon any of the Trustees, officers, or shareholders of the Fund individually but the obligations imposed upon the Fund by this Agreement are binding only upon the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund and those assets belonging to the subject Fund, for the enforcement of any claims.

M-24

13.         Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

14.         Applicable Law. This Agreement shall be construed in accordance with applicable federal law and (except as to Section 12 hereof which shall be construed in accordance with the laws of the Commonwealth of Massachusetts) the laws of the State of Illinois.

15.         Amendment, Etc. This Agreement may only be amended, or its provisions modified or waived, in a writing signed by the party against which such amendment, modification or waiver is sought to be enforced.

16.         Authority. Each party represents to the others that it is duly authorized and fully empowered to execute, deliver and perform this Agreement. The Trust represents that engagement of the Sub-Adviser has been duly authorized by the Trust and it shareholders (to the extent required by the 1940 Act) in accordance with the provisions of Section 15 thereof, and the rules or regulations thereunder or pursuant to exemptive orders ofrelief granted by the SEC, and is in accordance with the Trust’s Declaration of Trust and other governing documents of the Trust.

17.         Severability. Each provision of this Agreement is intended to be severable from the others so that if any provision or term hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remaining provisions and terms hereof;provided, however, that the provisions governing payment of the Management Fee described in Section 6 are not severable.

18.         Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter expressly set forth herein.

[Remainder of page left intentionally blank.
Signature page follows.]

M-25

In Witness Whereof, the Fund, the Adviser and the Sub-Adviser have caused this Agreement to be executed by its duly authorized officer as of the day and year first above written.

DESTRA CAPITAL ADVISORS LLC

By
Title:

DESTRA INVESTMENT TRUST

on behalf of the Destra Wolverine Alternative Opportunities Fund

By
Title:

WOLVERINE ASSET MANAGEMENT, LLC

By
Title:

M-26

Investment Sub-Advisory Agreement

This Agreement made as of this ___th day of _______, 2017 by and among Destra Wolverine Asset Subsidiary,a Cayman Islands exempted company (the“Company”), Destra Capital Advisors LLC, a Delaware limited liability company (the“Adviser”), a registered investment adviser with the Securities and Exchange Commission (“SEC”), and Wolverine Asset Management, LLC, an Illinois limited liability company and a registered investment adviser with the SEC (the“Sub-Adviser”).

Whereas, the Company is a wholly-owned subsidiary of the Destra Wolverine Alternative Opportunities Fund (the “Fund”), a series of Destra Investment Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”);

Whereas, the Company has retained the Adviser to serve as the investment adviser for the Company pursuant to an Investment Management Agreement between the Adviser and the Company (as such agreement may be modified from time to time, the“Management Agreement”);

Whereas, the Management Agreement provides that the Adviser may, subject to the initial and periodic approvals required under Section 15 of the 1940 Act, appoint a sub-adviser at its own cost and expense for the purpose of furnishing certain services required under the Management Agreement;

Whereas, the purpose of the Company is to facilitate the implementation of the Fund’s investment strategies, particularly, with respect to commodity-related derivative instruments and commodity futures; and

Whereas, the Company and the Adviser desire to retain the Sub-Adviser to furnish investment advisory services for the Company’s investment portfolio, upon the terms and conditions hereafter set forth.

Now, Therefore, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.Appointment. The Company and the Adviser hereby appoint the Sub-Adviser to provide certain sub-investment advisory services to the Company for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. The Sub-Adviser shall, for all purposes herein provided, be deemed an independent contractor and, unless otherwise expressly provided or authorized, including by the terms of this Agreement, shall have no authority to act for nor represent the Company, Trust, Fund or Adviser in any way, nor otherwise be deemed an agent of the Company, Trust, Fund or Adviser.

M-27

2.          Services to Be Performed. Subject always to the supervision of the Board of Directors of the Company and the Adviser, the Sub-Adviser will act as sub-adviser for, and manage on a discretionary basis the investment and reinvestment of the portfolio investments of the Company furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of the Company’s portfolio investments, all on behalf of the Company and as described in the Fund’s registration statement on Form N-1A (File No. 811-22417) (the “Registration Statement”) as the same may thereafter be amended from time to time and communicated by the Company or the Adviser to the Sub-Adviser in writing. In the performance of its duties, the Sub-Adviser will in all material respects (a) monitor the Company’s investments, and (b) comply with (i) the provisions of theCompany’s Memorandum of Association and Articles of Association, as such may be amended from time to time (the “Charter Document”), as amended from time to time and communicated by the Company or the Adviser to the Sub-Adviser in writing, (ii) the stated investment objectives, policies and restrictions of the Company as such objectives, policies and restrictions may subsequently be changed by the Company’s Board of Directors and communicated by the Company or Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable, and (iii)all applicable laws and the regulations, including the applicable provisions of the laws of the Cayman Islands and the United States, including the Investment Advisers Act of 1940, as amended, and to the extent required, the 1940 Act, the Commodity Exchange Act, as amended, and the Internal Revenue Code of 1986, as amended. The Company or Adviser has provided the Sub-Adviser with current copies of the Company’s Charter Document, the Fund’s prospectus and statement of additional information and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to the Sub-Adviser’s performance under this Agreement.

The Sub-Adviser is authorized, in the name of the Company, to place orders for execution of transactions hereunder with or through any broker, dealer, futures commission merchant, bank or any other agent or counterparty that the Sub-Adviser may select, subject to the approval of the Adviser, which may not be unreasonably withheld. The Sub-Adviser shall negotiate and may execute all futures agreements, options agreements, ISDA Master Agreements, Credit Support Annexes and other contracts and agreements related to derivatives transactions and holdings of the Company, subject to the approval of the Adviser, which may not be unreasonably withheld. The Company and the Adviser shall cooperate with the Sub-Adviser in setting up and maintaining brokerage accounts, futures accounts and other accounts the Sub-Adviser deems advisable to allow for the purchase or sale of various forms of securities and other instruments pursuant to this Agreement.

M-28

Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio investments for the Company and is directed to use its commercially reasonable efforts to obtain best execution, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or brokerage services provided by a broker or dealer in accordance with the provisions of Section 28(e) under the Securities and Exchange Act of 1934, as amended. Subject to approval by the Company’s Board of Directors and compliance with the policies and procedures adopted by the Board of Directors for the Company and to the extent permitted by and in conformance with applicable law, the Sub-Adviser may select brokers or dealers affiliated with the Sub-Adviser. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Company, or be in breach of any obligation owing to the Company under this Agreement, or otherwise, solely by reason of its having caused the Company to pay a member of a securities exchange, a broker or a dealer a commission for effecting a portfolio transaction for the Company in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Company, as to which it exercises investment discretion.

In addition, Sub-Adviser may aggregate purchase and sale orders of securities or other assets placed with respect to the assets of the Company with similar orders being made simultaneously for other accounts managed by Sub-Adviser or its affiliates, if in Sub-Adviser’s reasonable judgment such aggregation is consistent with seeking best execution in accordance with the terms hereof. In the event that a purchase or sale of an asset of the Company occurs as part of any aggregate sale or purchase orders, the objective of Sub-Adviser and any of its affiliates involved in such transaction shall be to allocate the securities so purchased or sold, as well as expenses incurred in the transaction, among the Company and other accounts in an equitable manner. Nevertheless, the Company, Fund and Adviser acknowledge that under some circumstances, such allocation may adversely affect the Company with respect to the price or size of the assets and securities positions obtainable or salable. Whenever the Company and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each, although such allocation may result in a delay in one or more client accounts being fully invested that would not occurparties only if such an allocation were not made. Moreover, it is possible that due to differing investment objectives or for other reasons, Sub-Adviser and its affiliates may purchase assets or securities of an issuer for one client and at approximately the same time recommend selling or sell the same or similar types of assets or securities for another client.

The Sub-Adviser will not arrange purchases or sales of portfolio investments between the Company and other accounts advised by the Sub-Adviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law and the Company’s policies and procedures, (b) the Sub-Adviser determines the purchase or sale is in the best interests of the Company, and (c) the Company’s Board of Directors has approved these types of transactions.

The Company may adopt policies and procedures that modify or restrict the Sub-Adviser’s authority regarding the execution of the Company’s portfolio transactions provided herein provided that such policies and procedures are communicated by the Company or the Adviser to the Sub-Adviser in writing at least 90 days in advance of such changes becoming effective, or as soon as practicable.

M-29

The Sub-Adviser will communicate to the officers and directors of the Company such information relating to transactions for the Company as they may reasonably request. In no instance will portfolio investments be purchased from or sold to the Adviser, the Sub-Adviser or any affiliated person of the Company, the Adviser, or the Sub-Adviser, except as may be permitted under the 1940 Act or rules adopted thereunder asamendment, if the Company were required to be registered under the 1940 Act.

The Sub-Adviser further agrees that it:

(a)          will conform in all material, respects to all applicable rules and regulations of the SEC and comply in all material respects with all policies and procedures adopted by the Company’s Board of Directors and the Trust’s Board of Trustees, and communicated to the Sub-Adviser in writing and, in addition, will conduct its activities under this Agreement in all material respects in accordance with any applicable law and regulations of any governmental authority pertaining to its investment advisory activities;

(b)          will report to the Adviser, the Company’s Board of Directors and the Trust’s Board of Trustees on a quarterly basis and will make appropriate persons available for the purpose of reviewing with representatives of the Adviser, the Company’s Board of Directors and the Trust’s Board of Trustees on a regular basis at such times as the Adviser, the Company’s Board of Directors or the Trust’s Board of Trustees may reasonably request in writing regarding the management of the Company, including, without limitation, review of the general investment strategies of the Company, the performance of the Company’s investment portfolio in relation to relevant standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Adviser, the Company’s Board of Directors or the Trust’s Board of Trustees; and

(c)          will prepare and maintain such books and records with respect to the Company’s securities, assets and other transactions for the Company’s investment portfolio as required for registered investment advisers under applicable law or as otherwise reasonably requested by the Adviser and will prepare and furnish the Adviser, Company’s Board of Directors and Trust’s Board of Trustees such periodic and special reports as the Adviser, Company’s Board of Directors and Trust’s Board of Trustees may reasonably request. The Sub-Adviser further agrees that all records that it maintains for the Company are the property of the Company and the Sub-Adviser will surrender promptly to the Company or promptly destroy any such records upon the reasonable request of the Adviser or the Company (provided, however, that the Sub-Adviser shall be permitted to retain copies thereof); and shall be permitted to retain originals (with copies to the Company) to the extent required under Rule 204-2 of the Investment Advisers Act of 1940, as amended, the Sub-Adviser’s internal recordkeeping policies and procedures, or other applicable law.

3.          Expenses. During the term of this Agreement, the Sub-Adviser will pay all of its own operating expenses incurred by it in connection with providing the sub-advisory services under this Agreement, excluding, without limitation, the expenses of the Company (including the cost of securities and other assets purchased for the Company and brokerage commissions, if any, incurred in the purchase or sale thereof as well as any consulting fees or legal expenses incurred by the Sub-Adviser in connection with its management of the Company). The Company will pay all expenses of its organization, operation and business not specifically assumed or agreed to be paid by the Sub-Adviser hereunder.

M-30

4.          Additional Sub-Advisers. Subject to obtaining the initial and periodic approvals, which may be required under Section 15 of the 1940 Act, and the approval of the Adviser, the Sub-Adviser may retain one or more additional sub-advisers at the Sub-Adviser’s own cost and expense for the purpose of furnishing one or more of the services described in Section 2 hereof with respect to the Company. Retention of a sub-adviser hereunder shall in no way reduce the responsibilities or obligations of the Sub-Adviser under this Agreement and the Sub-Adviser shall be responsible to the Company for all acts or omissions of any sub-adviser in connection with the performance of the Sub-Adviser’s duties hereunder.

5.          Compensation.For the services provided and the expenses assumed pursuant to this Agreement, the Adviser shall not pay compensation to the Sub-Adviser; rather, the Sub-Adviser will be compensated by the Adviser in accordance with Section 6 of that certain Investment Sub-Advisory Agreement between the Adviser and the Sub-Adviser dated __________, 2017 (the “Sub-Advisory Agreement”).

6.          Services to Others. The Company, Trust and Adviser acknowledge that the Sub-Adviser now acts, or may in the future act, as an investment adviser to other managed accounts and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund. In addition, the Company, Trust and Adviser acknowledge that the persons employed by the Sub-Adviser to assist in the Sub-Adviser’s duties under this Agreement will not devote their full time to such efforts. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Company in providing investment advice to its other investment advisory accounts and for managing its own accounts.

7.          Limitation of Liability and Indemnification.

(a)          The Sub-Adviser shall not be liable for, and the Company, Trust, Fund and Adviser will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any breach hereof, error of judgment or mistake of law or for any loss suffered by the Company, Trust, Fund or Adviser (including, without limitation, by reason of the purchase, sale or retention of any security or other asset) in connection with the performance of the Sub-Adviser’s duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement.

M-31

(b)          To the fullest extent permitted by applicable law, the Company, Trust, Fund and Adviser, severally and jointly, shall indemnify the Sub-Adviser, its affiliates and the officers, directors, employees and agents of the Sub-Adviser and its affiliates (each an “indemnitee”) against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit relating to the Company, Fund or the Adviser and not resulting from the willful misfeasance, bad faith, negligence, or reckless disregard of any indemnitee in the performance of the obligations and duties of any indemnitee’s office. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that the Company, Fund or the Adviser may have under those laws. An indemnitee will not confess any claim or settle or make any compromise in any instance in which the Company, Fund or the Adviser will be asked to provide indemnification, except with the Company’s and the Adviser’s prior written consent. Any amounts payable by the Company under this section shall be satisfied only against the assets of the Company and not against the other assets in the Fund and the assets of any other investment series of the Trust.

(c)          Promptly after receipt by an indemnitee of notice of any claim for which indemnification would be sought, the indemnitee shall notify the indemnifying party thereof in writing. If indemnification rights are claimed pursuant to this section, all the indemnitees shall retain one counsel and such counsel shall be approved in advance by the Company. In addition, if any such claim or action shall be brought against an indemnitee or indemnitees, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the indemnitee or indemnitees. After notice from the indemnifying party to the indemnitee or indemnitees of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnitee or indemnitees under this section for any legal or other expenses subsequently incurred by the indemnitee or indemnitees in connection with the defense thereof other than reasonable costs of investigation.

(d)          Any indemnification made in accordance with this section shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification to be liable to the Company or the Fund (or to the Adviser) by reason of willful misfeasance, bad faith, negligence, or reckless disregard of the duties involved in the conduct of the indemnitee’s office.

(e)          The rights of indemnification provided in this section shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this section shall affect the power of the Company to purchase and maintain liability insurance on behalf of any indemnitee.

8.          Term; Termination; Amendment. This Agreement shall become effective with respect to the Company on the Sub-Advisory Agreement becomes effective, or on such other date as the Adviser and the Sub-Adviser shall mutually agree,provided that it has been approved in the manner required by the 1940 Act, and shall remain in full force until the two-year anniversary of the date of its effectiveness unless sooner terminated as hereinafter provided. This Agreement shall continue in force from year to year thereafter, but only as long as such continuance is specifically approved for the Company least annually in the manner required by the 1940 Act and the rules and regulations thereunder as if the Company were required to be registered under the 1940 Act;provided, however, that if the continuation of this Agreement is not approved for the Company, the Sub-Adviser may continue to serve in such capacity for the Company in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder as if the Company were required to be registered under the 1940 Act.

M-32

This Agreement shall automatically terminate in the event of its assignment and may be terminated by the Adviser or the Sub-Adviser at any time without the payment of any penalty by the Adviser or the Sub-Adviser upon 60 days’ written notice to the other parties. This Agreement may also be terminated by the Company by action of the Company’s Board of Directors or by a vote of a majority of the outstanding voting securities of the Company upon 60 days’ written notice toFund (unless such approval is not required by Section 15 of the Sub-Adviser1940 Act as interpreted by the Company without payment of any penalty.

The terms “assignment”SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and “voteby the vote of a majority of the outstanding voting securities” shall have the meanings set forthIndependent Trustees cast in the 1940 Act and the rules and regulations thereunder.

Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination and for any additional period during which the Sub-Adviser serves as suchperson at a meeting called for the Company, subject to applicable law.

9.          Compliance Certification. From time to time as requested by the Company, Trust, Fund or Adviser, the Sub-Adviser shall providepurpose of voting on such certifications with respect to Rule 38a-1 under the Investment Company Act of 1940, as amended, as are reasonably requested by the Company, Trust, Fund or Adviser. In addition, the Sub-Adviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Fund and Company to enable the Fund and/or Company to fulfill its obligations under Rule 38a-1 of the Investment Company Act of 1940, as amended.

10.         Notice. Any notice under this Agreement shall be sufficient in all respects if given in writing and delivered by commercial courier providing proof of delivery and addressed as follows or addressed to such other person or address as such party may designate for receipt of such notice.

If to the Adviser or the Trust:If to the Sub-Adviser:
Destra Capital Advisors LLC
One North Wacker Drive, 48th Floor
Chicago, Illinois 60606

If by facsimile: (312) ___-____

Wolverine Asset Management, LLC
175 W. Jackson Blvd., Suite 340

Chicago, Illinois  60604

Attn: Legal Department
If by facsimile: (312) 884-4645

M-33

If to the Company
Destra Wolverine Asset Subsidiary
c/o Destra Capital Advisors LLC
One North Wacker Drive, 48th Floor
Chicago, Illinois 60606

If by facsimile: (312) ___-____

11.         Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

12.         Applicable Law. This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Illinois.

13.         CFTC. The Sub-Adviser will commence managing the account of the Company as an exempt account under CFTC Rule 4.7 and provides the following advisory in connection therewith:

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR THIS ACCOUNT DOCUMENT.

The Company consents to its account being an exempt account under CFTC Rule 4.7.

14.         Amendment, Etc. This Agreement may only be amended, or its provisions modified or waived, in a writing signed by the party against which such amendment, modification or waiver is sought to be enforced.approval.

 

15.         Authority. Each party represents to the others that it is duly authorized and fully empowered to execute, deliver and perform this Agreement. The Trust represents that engagement of the Sub-Adviser has been duly authorized by the Trust and it shareholders (to the extent required by the 1940 Act) in accordance with the provisions of Section 15 thereof, and the rules or exemptive orders of the SEC, and is in accordance with the Trust’s Declaration of Trust and other governing documents of the Trust.

 

M-34

16.         Severability. Each provision of this Agreement is intended to be severable from the others so that if any provision or term hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remaining provisions and terms hereof;provided, however, that the provisionprovisions governing compensation aspayment of the Management Fee described in Section 5 isare not severable.

 

17.         Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter expressly set forth herein.

 

[Remainder of page left intentionally blank.
Signature page follows.]

 

M-35

D-6

 

 

In Witness Whereof, the Fund, the Adviser and the Sub-Adviser have caused this Agreement to be executed by its duly authorized officer as of the day and year first above written.

 

DESTRA CAPITAL ADVISORS LLC

 

By:  
Title:

DESTRA INVESTMENT TRUST, on behalf

of the Destra Granahan Small Cap Advantage Fund

By:
Title:  

 

Destra Wolverine Asset SubsidiaryGranahan Investment Management, Inc.

 

By:             
Title:  

 

WOLVERINE ASSET MANAGEMENT, LLCD-7

EXHIBIT E

 

By:
Title:

INVESTMENT SUB-ADVISORY FEES

M-36

 

 

Sub-Advisory Fee
Rate Paid to
Granahan

Sub-Advisory

Fee Rate Paid to

Granahan (as a
percentage of the
Fund’s net assets) for
the Fiscal Year Ended
September 30, 2020

PROXY CARDMost Recent Date of
Shareholder Approval
of Current Sub-
Advisory Agreement
and Purpose of
Submission to
Shareholders
Most Recent Date of
Approval of Current
Sub-Advisory
Agreement by the
Board of Trustees
THE DESTRA FUNDS

50% of the advisory
fee paid to Destra Flaherty & Crumrine Preferred and Income Fund

Destra Focused Equity Fund
Destra Wolverine Alternative Opportunities Fund

«NAME»
«ADDRESS»
«CITY»  «STATE»  «ZIP»

[        ]%

August 7, 2019 (initial
approval by sole initial
shareholder)		May 21, 2019

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [October 19], 2017

 

This Proxy is being solicited on behalfEXHIBIT F

5% or Greater Ownership of the Board of Trustees of
The Destra Funds.A Share Class

 

The undersigned, having received noticefollowing table identifies those investors known to the Fund to own beneficially or of record 5% or more of the Joint Special Meetingvoting securities of a class of the Fund’s shares as of [Record Date], 2020. Any shareholder that owns 25% or more of the outstanding shares of the Fund or class may be presumed to “control” (as that term is defined in the 1940 Act) the Fund or class. Shareholders of Destra Flaherty & Crumrine Preferred and Incomecontrolling the Fund Destra Focused Equity Fund and Destra Wolverine Alternative Opportunities Fund (each,or a“Fund” and, collectively, class could have the“Funds”), each a series of Destra Investment Trust (the“Trust”), revoking previous proxies, hereby appoints [Robert Watson and Jane Shissler], or any one of them, true and lawful attorneys, each with full power of substitution and revocation, ability to vote all shares which the undersigned is entitled to vote as of ____________, 2017 (the“Record Date”), at the Joint Special Meeting of Shareholdersa majority of the Funds (the“Special Meeting”) to be heldshares of the Fund or class on [October 19], 2017 atany matter requiring approval of the officesshareholders of Destra Capital Advisors LLC, One North Wacker Drive, 48th Floor, Chicago, Illinois 60606, at _____ a.m., Central time, and at any adjournmentsthe Fund or postponements thereof. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the Special Meeting.class.

 

Using ablack orblueink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas.ClassxShareholder Name and Address

ProposalsNumber of
Shares of
Class Owned—The Board of Trustees recommends a voteFOR the following proposals.

1.To approve a new investment management agreement with Destra Capital Advisors LLC.You may only vote sharesPercentage of the Fund you hold as
Shares of the Record Date.
Class Owned		ForAgainstAbstain
¨¨¨

2.To approve a new investment sub-advisory agreement as follows (you may only vote shares of the Fund you hold as of the Record Date):

a.To approve a new investment sub-advisory agreement among Destra Capital Advisors LLC, Flaherty & Crumrine Incorporated and the Trust, on behalf of the Destra Flaherty & Crumrine Preferred and Income Fund; ForAgainstAbstain
¨¨¨

b.To approve a new investment sub-advisory agreement among Destra Capital Advisors LLC, WestEnd Advisors LLC and the Trust, on behalf of the Destra Focused Equity Fund; andForAgainstAbstain
    
 ¨¨¨

c.To approve a new investment sub-advisory agreement among Destra Capital Advisors LLC, Wolverine Asset Management, LLC and the Trust, on behalf of the Destra Wolverine Alternative Opportunities Fund.ForAgainstAbstain
¨¨¨

IMPORTANT:This proxy must be completed, signed and dated on the reverse side.

3.To approve the following agreements on behalf of the Destra Wolverine Alternative Opportunities Fund (you may only vote shares you hold of the Destra Wolverine Alternative Opportunities Fund as of the Record Date):

a.To approve a new investment agreement among Destra Capital Advisors LLC and Destra Wolverine Asset Subsidiary; and ForAgainstAbstain
¨¨¨

b.To approve a new investment sub-advisory agreement among Destra Capital Advisors LLC, Wolverine Asset Management, LLC and Destra Wolverine Asset SubsidiaryForAgainstAbstain
¨¨¨

4.To elect one Trustee to the Board of Trustees.(You may only vote shares of the Funds you hold as of the Record Date.)

ForWithhold
Jeffrey S. Murphy¨¨

5.To approve a “manager of managers” structure for Destra Focused Equity Fund.(You may only vote shares of the Destra Focused Equity Fund you hold as of the Record Date.)

ForAgainstAbstain
¨¨¨

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE AND THIS PROXY IS EXECUTED AND RETURNED, THE PROXY SHALL BE VOTEDFOR THE PROPOSALS.

Four simple methods to vote your proxy:

1.Internet: Log on www.okapivote.com/Destra. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right at the time you execute your vote.

Your Control Number:

«ControlNum»

2.Phone: Simply dial toll-free (855) 305-0857. Please have this proxy card available at the time of the call.
3.Mail: Simply complete, sign and date this proxy card and return it in the postage paid envelope provided.

Note—Please sign the name or names exactly as appearing on the proxy card. When signing as an attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name and your name and indicate your title. Joint owners should each sign. Please sign, date and return.

AccountShares
Signature and Title (if applicable)
«Account»«ShareBalance»  
    
   Date
«NAME»
«ADDRESS»
«CITY» «STATE» «ZIP»Signature, if held jointly
   
   
   Date

 

Receipt[As of the NoticeRecord Date, the Trustees and officers of the Special Meeting andFund, either individually or as a group, owned less than 1% of the accompanying Proxy Statement is hereby acknowledged.outstanding shares of the Fund.]


[PROXY CARD – TO BE ADDED]