Destra Investment Trust II
(Exact name of registrant as specified in charter)
901 Warrenville Road, Suite 15
Lisle, Illinois 60532
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (630) 241-4200
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Copy to:
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Nicholas Dalmaso
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Morrison Warren, Esq.
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Destra Investment Trust II
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Chapman and Cutler LLP
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901 Warrenville Road, Suite 15
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111 West Monroe Street
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Lisle, Illinois 60532
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Chicago, Illinois 60603
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on March 18, 2013 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement comprises the following papers and contents:
The Facing Sheet
The sole purpose of this filing is to delay the effectiveness of the Registrant’s Post-Effective Amendment No. 14 filed on April 12, 2012 (the “Registration Statement”), as it relates to the
Destra Universal Income Fund
, until
March 18
, 2013. Parts A and B of the Registration Statement, as it relates to the Destra Universal Income Fund, are incorporated by reference herein.
Part C - Other Information
Signatures
Index of Exhibits
Exhibits
PART C - OTHER INFORMATION
ITEM 28. EXHIBITS
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(a)
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Declaration of Trust of the Registrant.(1)
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(b)
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By-Laws of the Registrant.(1)
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(c)
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Amended and Restated Designation of Series of Shares of Beneficial Interest, effective January 27, 2011.(2)
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(d)(1)
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Investment Management Agreement between Registrant and Destra Advisors LLC, now known as Destra Capital Advisors LLC, dated April 12, 2011.(4)
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(d)(2)
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Investment Sub-Advisory Agreement among Registrant, Destra Advisors LLC, now known as Destra Capital Advisors LLC, and Flaherty and Crumrine Incorporated, dated April 5, 2011.(4)
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(d)(3)
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Investment Sub-Advisory Agreement among Registrant, Destra Advisors LLC, now known as Destra Capital Advisors LLC, and WestEnd Advisors LLC, dated April 1, 2011.(4)
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(e)
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Distribution Agreement between Registrant and Destra Investments LLC, now known as Destra Capital Investments LLC, dated March 2, 2011.(4)
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(f)
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Not Applicable.
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(g)(1)
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Joinder Agreement to Custody Services Agreement between Registrant and The Bank of New York Mellon, dated March 18, 2011.(2)
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(g)(2)
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Joinder Agreement to Foreign Custody Manager Agreement between Registrant and The Bank of New York Mellon, dated March 25, 2011.(2)
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(h)(1)
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Joinder Agreement to Transfer Agency Services Agreement between the Registrant and BNY Mellon Investment Servicing (US) Inc., dated March 25, 2011.(2)
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(h)(2)
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Amended and Restated Expense Reimbursement, Fee Waiver and Recovery Agreement between Registrant and Destra Capital Advisors LLC, dated February 1, 2012.(4)
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(h)(3)
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Joinder Agreement to Fund Administration and Accounting Agreement between Registrant and The Bank of New York Mellon, dated March 25, 2011.(2)
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(i)(1)
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Opinion and Consent of Bingham McCutchen LLP.(6)
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(i)(2)
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Opinion and Consent of Chapman and Cutler LLP.(6)
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(j)
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Not Applicable.
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(k)
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Not Applicable.
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(l)
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Form of Subscription Agreement.(2)
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(m)
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Distribution and Shareholder Servicing Plan, dated April 26, 2011.(3)
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(n)
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Amended and Restated Multiple Class Plan, dated February 1, 2012.(5)
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(o)
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Not Applicable.
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(p)
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Code of Ethics, dated January 2012.(5)
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(z)
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Powers of Attorney for Messrs. Dalmaso, Fitzgerald and Holland and Ms. Ferguson. (2)
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---------------
(1) Incorporated by reference to the initial registration statement filed on Form N-1A for Registrant.
(2) Incorporated by reference to pre-effective amendment no. 1 filed on Form N-1A for Registrant.
(3) Incorporated by reference to post-effective amendment no. 2 filed on Form N-1A for Registrant.
(4) Incorporated by reference to post-effective amendment no. 10 filed on Form N-1A for Registrant.
(5) Incorporated by reference to post-effective amendment no. 30 filed on Form N-1A for Registrant.
(6) To be filed by amendment.
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not Applicable.
ITEM 30. INDEMNIFICATION
Section 9.5 of the Registrant's Declaration of Trust provides as follows:
Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered Person"
),
shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law.
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person.
Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5.
To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
As used in this Section 9.5, the words "claim," "action," "suit" or "proceeding" shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil,
criminal, administrative or other, including appeals, and the words "liability" and "expenses" shall include without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
(a) Destra Capital Advisors LLC serves as investment adviser to the funds of the Registrant. Its principal address is 901 Warrenville Road, Suite 15, Lisle, Illinois 60532. The principal executive officers of Destra Capital Advisors LLC are also directors, officers, employees or trustees of Destra Capital Investments LLC, an affiliated entity. Destra Capital Investments LLC's principal address is 901 Warrenville Road, Suite 15, Lisle, Illinois 60532.
Information as to other business, profession, vocation or employment during the past two years of the officers and directors of Destra Capital Advisors LLC is as
follows:
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Name and Position with
Destra Capital
Advisors LLC
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Employment During Past Two Years
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Nicholas Dalmaso, President, Chief Financial Officer, General Counsel, Designated Principal,
Registered Agent
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President, Chief Financial Officer, General Counsel and Registered Salesperson of Destra
Capital
Investments LLC; Member of Destra Capital Management LLC
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Anne Kochevar, Senior Managing Director
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Senior Managing Director, Destra Capital Management LLC and Destra Capital Investments LLC
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Dominic Martellaro, Chief Executive Officer, Designated Principal, Registered Agent
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Chief Executive Officer and Registered Salesperson of Destra
Capital
Investments LLC; Member of Destra Capital Management LLC
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(
b) Flaherty and Crumrine Incorporated serves as investment sub-adviser to the Destra Preferred and Income Securities Fund, a series of the Registrant. Flaherty and Crumrine Incorporated’s principal address is
301 E. Colorado Blvd., Suite 720, Pasadena, California 91101.
Information as to the officers and directors of
Flaherty and Crumrine Incorporated is included in its current Form ADV filed with the Securities and Exchange Commission and is incorporated by reference herein.
(
c) WestEnd Advisors LLC serves as investment sub-adviser to the Destra Focused Equity Fund, a series of the Registrant. WestEnd Advisors LLC’s principal address is
2 Morrocroft Centre, 4064 Colony Road, Suite 130, Charlotte, NC 28211.
Information as to the officers and directors of WestEnd Advisors
LLC is included in its current Form ADV filed with the Securities and Exchange Commission and is incorporated by reference herein.
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Item 32. Principal Underwriter
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(a) Not applicable.
(b) Positions and Offices with Underwriter.
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Name and Principal
Business Address
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Positions and Offices
with Underwriter
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Positions and
Offices with Fund
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Nicholas Dalmaso
901 Warrenville Road, Suite 15
Lisle, Illinois 60532
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President, Chief Financial Officer, General Counsel and
Registered Salesperson
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Trustee and President
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Anne Kochevar
901 Warrenville Road, Suite 15
Lisle, Illinois 60532
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Senior Managing Director
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Chief Compliance Officer
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Dominic Martellaro
901 Warrenville Road, Suite 15
Lisle, Illinois 60532
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Chief Executive Officer and Registered Salesperson
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None
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Linda Fryer
901 Warrenville Road, Suite 15
Lisle, Illinois 60532
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Managing Director
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Chief Financial Officer and Treasurer
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(c)
Not Applicable.
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS
Destra Capital Advisors LLC, 901 Warrenville Road, Suite 15, Lisle, Illinois 60532, maintains the Registrant's organizational documents, minutes of meetings, contracts of the Registrant and all advisory material of the investment adviser.
ITEM 34. MANAGEMENT SERVICES
Not Applicable.
ITEM 35. UNDERTAKINGS
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, (the “Securities Act”) and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Lisle, and State of Illinois, on the 15th day of February, 2013.
Destra Investment Trust II
By:
/s/ Nicholas Dalmaso
____
Nicholas Dalmaso
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated:
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Signature
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Title
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Date
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/s/ Nicholas Dalmaso
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Chief Executive Officer, Chairman, Secretary and Trustee
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February 15, 2013
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Nicholas Dalmaso
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Diana S. Ferguson*
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Trustee
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}
}
}
}
}
}
}
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By
/s/ Nicholas Dalmaso
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Nicholas Dalmaso
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William M. Fitzgerald, Sr.*
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Trustee
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Attorney-In-Fact
February 15, 2013
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Louis A. Holland, Jr.*
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Lead Independent Trustee and
Trustee
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*An original power of attorney authorizing Nicholas Dalmaso and Morrison C. Warren to execute this registration statement, and amendments thereto, for each of the trustees of the Registrant on whose behalf this registration statement is filed, has been executed and has previously been filed with the Securities and Exchange Commission and is incorporated by reference herein.
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