BRINKER CAPITAL DESTINATIONS TRUST
INVESTMENT SUB-ADVISORY
AGREEMENT
INVESTMENT
SUB-ADVISORY AGREEMENT, effective as of the 8th day of June, 2022, between Brinker Capital Investments, LLC, a
limited liability company organized and existing under the laws of the State of Nebraska (the "Adviser"), and Loomis, Sayles &
Company, L.P. (the "Sub-Adviser"), a limited partnership organized and existing under the laws of the State of Delaware.
WHEREAS,
the Adviser has entered into an Investment Advisory Agreement dated as of September 24,
2020 (the "Advisory Agreement") with Brinker Capital Destinations Trust, a Delaware statutory trust (the "Trust"),
which is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended,
(the "1940 Act");
WHEREAS,
the Trust is and will continue to be a series Trust having two or more investment funds, each with its own assets, investment
objectives, policies and restrictions (each a "Fund");
WHEREAS,
the Adviser is engaged principally in the business of rendering investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended, (the "Advisers Act");
WHEREAS,
the Adviser desires to engage the services of the Sub-Adviser to assist it in the provision of a continuous investment program
for the Fund(s) listed on Schedule A, which the Adviser may from time to time assign to the Sub-Adviser (the "Allocated Assets")
and the Sub-Adviser is willing to furnish such services; and
NOW,
THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:
1.
APPOINTMENT. Adviser hereby engages the Sub-Adviser to act as a sub-adviser for and to manage the Allocated Assets for the
period and on the terms set forth in this Agreement. The Sub-Adviser accepts such engagement and agrees to render the services herein
set forth, for the compensation herein provided.
2. DUTIES OF THE SUB-ADVISER.
A.
INVESTMENT ADVISORY SERVICES. Subject to the supervision of the Trust's Board of Trustees (the "Board") and the
Adviser, the Sub-Adviser shall manage the investments of the Allocated Assets in accordance with each Fund's investment objective, policies,
and restrictions as provided in the Trust's Prospectus and Statement of Additional Information, as currently in effect and as amended
or supplemented from time to time (hereinafter referred to as the "Registration Statement"), and in compliance with the requirements
applicable to registered investment companies under applicable laws and those requirements applicable to regulated investment companies
under Subchapter M of the Internal Revenue Code of 1986, as amended ("Code") and such other limitations as the Adviser may
institute. The Sub-Adviser shall (a) make investment decisions for the Allocated Assets; (b) place purchase and sale orders
for portfolio transactions for the Allocated Assets; and (c) employ professional portfolio managers and securities analysts to provide
research services to the Allocated Assets. In providing these services, the Sub-Adviser will conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the Allocated Assets. The Adviser agrees to deliver to the Sub-Adviser any amendments
or supplements to the Trust's Registration Statement that contain changes that pertain to the Sub-Adviser prior to the effectiveness
thereof ( or as soon as reasonably practicable thereafter) and Adviser acknowledges that the Sub-Adviser reserves the right to terminate
its engagement hereunder upon written notice in the event the Sub-Adviser reasonably believes it can no longer manage the investments
of the Allocated Assets in accordance with each Fund's investment objective, policies and restrictions as provided therein.
The Sub-Adviser is hereby
appointed as the Fund's attorney-in-fact to execute all documentation to facilitate investment in investments for the Allocated Assets,
including without limitation, broker dealer agreements, counterparty agreements, and futures commission agreements and any other documentation
deemed necessary to effect the investments to the extent permitted by this Agreement and any investment guidelines ("Trading Agreements").
The Sub-Adviser is authorized to execute amendments to the Trading Agreements, including without limitation "protocols" or
similar agreements entered into to reflect the adoption of industry-wide standard terms and terms deemed applicable for meeting any regulatory
compliance requirements.
B.
SUB-ADVISER UNDERTAKINGS. In all matters relating to the performance of this Agreement, the Sub-Adviser shall act in conformity
with the Trust's Agreement and Declaration of Trust dated October 12, 2016, as amended from time to time (the "Declaration
of Trust") and Registration Statement, and with the written instructions and directions of the Board and the Adviser. The Sub-Adviser
hereby agrees to:
| (i) | regularly report to the Board and the
Adviser (in such form and frequency as the Adviser and the Sub-Adviser mutually agree) with
respect to the implementation of the investment program, compliance of the Allocated Assets
with the Registration Statement, the 1940 Act and the Code, and on other topics as may reasonably
be requested by the Board or the Adviser, including attendance at Board meetings, as reasonably
requested, to present such reports to the Board; |
| (ii) | upon request, consult with the Trust's
pricing agent regarding the valuation of securities that are not registered for public sale,
not traded on any securities markets, or otherwise may require fair valuation; |
| (iii) | upon request, provide, subject to
any obligations or undertakings reasonably necessary to maintain the confidentiality of the
Sub-Adviser's non-public information, any and all information, records and supporting documentation
about the composite of accounts and the portfolios the Sub-Adviser manages that have investment
objectives, policies, and strategies substantially similar to those employed by the Sub-Adviser
in managing the Allocated Assets; and |
| (iv) | review schedules of the Allocated Assets
periodically provided to the Sub-Adviser by the Adviser and promptly confirm to the Adviser
the concurrence of the Sub-Adviser's records with such schedules. |
C.
EXPENSES. The Sub-Adviser will bear all of its expenses in connection with the performance of its services under this Agreement,
except as otherwise provided in paragraph D below. All other expenses to be incurred in the operation of each Fund will be borne by the
Trust, except to the extent specifically assumed by the Sub-Adviser. The expenses to be borne by the Trust include, without limitation,
the following: organizational costs, taxes, interest, brokerage fees and commissions, Trustees' fees, Securities and Exchange Commission
(the "SEC") fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing
services, costs of maintaining existence, costs attributable to investor services (including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution
to existing shareholders, costs of shareholders' reports and meetings, and any extraordinary expenses.
D.
BROKERAGE. The Sub-Adviser will select brokers and dealers to effect all orders for the purchase and sale of Allocated Assets.
In selecting brokers or dealers to execute transactions on behalf of the Allocated Assets of each Fund, the Sub-Adviser will use its
best efforts to seek the best overall terms available. In assessing the best overall terms available
for any transaction, the Sub-Adviser will consider factors it deems relevant, including, without limitation, the breadth of the market
in the security or commodity interest, the price of the security or commodity interest, the financial condition and execution capability
of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In
selecting brokers or dealers to execute a particular transaction, and in evaluating the best overall terms available, the Sub-Adviser
is authorized to consider the brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange
Act of 1934, as amended) provided to each Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Except
as permitted by Rule l7a-10 under the 1940 Act, the Sub-Adviser will not engage in principal transactions with respect to the Allocated
Assets with any broker-dealer affiliated with the Adviser or with any other adviser to each Fund, and will engage in agency transactions
with respect to the Allocated Assets with such affiliated broker-dealers only in accordance with all applicable rules and regulations.
The Sub-Adviser will provide to the Adviser a list of its affiliated broker-dealers, as such may be amended from time to time. The Adviser
will provide to the Sub-Adviser a list of its affiliated broker-dealers and of those of each other adviser to each Fund.
E.
AGGREGATION OF ORDERS. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest
of the Allocated Assets as well as other clients of the Sub-Adviser, the Sub-Adviser may to the extent permitted by applicable laws and
regulations, but shall be under no obligation to, aggregate the orders for securities to be purchased or sold. In
such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made
by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to
each Fund and to its other clients. The Adviser recognizes that, in some cases, the Sub-Adviser's allocation procedure may limit the
size of the position that may be acquired or sold for the Allocated Assets.
F.
BOOKS AND RECORDS. In compliance with the requirements of Rule 3la-3 under the 1940 Act, the Sub-Adviser hereby agrees
that all records which it maintains for the Allocated Assets of each Fund are the property of the Trust and further agrees to surrender
promptly to the Trust copies of any of such records upon each Fund's or the Adviser's request, provided, however, that the Sub-Adviser
may retain copies of any records to the extent required for it to comply with applicable laws. The Sub-Adviser further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained
by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2
under the Advisers Act for the period specified in said Rule. Notwithstanding the foregoing, the Sub-Adviser has no responsibility for
the maintenance of the records of each Fund, except for those related to the Allocated Assets.
G.
SUB-ADVISER COMPLIANCE RESPONSIBILITIES. The Sub-Adviser and the Adviser acknowledge that the Sub-Adviser is not the compliance
agent for each Fund, and does not have access to all of the Trust's books and records necessary to perform certain compliance testing.
However, to the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall perform
compliance testing with respect to the Allocated Assets based upon information in its possession and upon information and written instructions
received from the Adviser or the Trust's Administrator and shall not be held in breach of this Agreement so long as it performs in accordance
with such information and instructions. Specifically, the Sub-Adviser shall not be responsible for each Fund being in violation of any
applicable law or regulation or investment policy or restriction applicable to each Fund as a whole or for each Fund's failure to qualify
as a regulated investment company under the Code if the securities and other holdings of the Allocated Assets would not be in such violation
or failing to so qualify if the Allocated Assets were deemed a separate series of the Trust or a separate regulated investment company
under the Code. The Adviser or Trust's Administrator shall promptly provide the Sub-Adviser with copies of the Trust's Declaration of
Trust, Amended and Restated By-Laws, Registration Statement and any written policies or procedures adopted by the Board applicable to
the Allocated Assets and any amendments or revisions thereto. The Sub-Adviser shall supply such reports or other documentation as reasonably
requested from time to time by the Adviser to evidence the Sub-Adviser's compliance with such Registration Statement, policies or procedures.
H.
PROXY VOTING, RIGHTS. The Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves
the economic interests of each Fund's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers
of securities in the Allocated Assets. The Adviser shall cause to be forwarded to the Sub-Adviser or its designee all proxy solicitation
materials that the Adviser receives. The Sub-Adviser agrees that it has adopted written proxy voting procedures that comply with the
requirements of the Advisers Act. The Sub-Adviser further agrees that it will provide the Board, as the Board may reasonably request,
with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in
a format reasonably acceptable to the Board. Upon reasonable request, the Sub-Adviser shall provide the Adviser with all proxy voting
records relating to the Allocated Assets, including but not limited to those required by Form N-PX. The Sub-Adviser will also provide
an annual certification, in a form reasonably acceptable to the Adviser, attesting, to the best of the Sub-Adviser's knowledge, to the
accuracy and completeness of such proxy voting records.
The Sub-Adviser is authorized,
in its sole discretion, to execute consents and to exercise or sell stock subscription and conversion rights and to join in or oppose
(jointly or with others) reorganizations, recapitalizations and liquidations and, in connection therewith, the Sub-Adviser is hereby appointed
as the Fund's attorney-in-fact to execute all documentation to facilitate any reorganization, recapitalization or liquidation, unless
the Fund otherwise specifies in writing.
I.
USE OF NAMES. The Sub-Adviser shall not use the name, logo, insignia, or other identifying mark of the Trust or the Adviser
or any of their affiliates or any derivative or logo or trade or service mark thereof, or disclose information related to the business
of the Adviser or any of its affiliates in material relating to the Sub-Adviser in any manner not approved prior thereto by the Adviser;
provided, however, that the Adviser hereby approves of all uses of its or the Trust's name and that of their affiliates which merely
refer in accurate terms to the appointment of the Sub-Adviser hereunder or which are required by the SEC or a state securities commission.
The Adviser shall not use the name, logo, insignia, or other identifying mark of the Sub-Adviser or any of its affiliates in any prospectus,
sales literature or other material relating to the Trust in any manner not approved prior thereto by the Sub-Adviser; provided, however,
that the Sub-Adviser hereby approves of all uses of its name which merely refer in accurate terms to the appointment of the Sub-Adviser
hereunder or which are required by the SEC or a state securities commission.
J.
OTHER SUB-ADVISERS. With respect to any Fund, (i) the Sub-Adviser will not consult with any other adviser to that Fund
(including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any adviser that is a principal
underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that Fund in securities
or other assets; and (ii) the Sub-Adviser will provide advice and otherwise perform services hereunder exclusively with respect
to the Allocated Assets of that Fund.
K.
FUND HOLDINGS. The Sub-Adviser will not disclose, in any manner whatsoever, any list of securities held by each Fund, except
in accordance with that Fund's portfolio holdings disclosure policy.
3.
COMPENSATION OF SUB-ADVISER. The Adviser will pay the Sub-Adviser, with respect to each Fund on Schedule A attached hereto,
the compensation specified in Schedule A. Such fees will be computed daily and paid monthly, calculated at an annual rate based on the
Allocated Assets' average daily net assets as determined by the Trust's accounting agent. The Adviser will use its best efforts to cause
the monthly payment to be made to the Sub-Adviser approximately on or about the same date upon which the Trust pays the Adviser its advisory
fee, which the parties generally expect to occur between the seventh and tenth day following the end of the prior month. Compensation
for any partial period shall be pro-rated based on the length of the period.
4.
STANDARD OF CARE. The Sub-Adviser shall exercise its best judgment in rendering its services described in this Agreement.
Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by each Fund or the Adviser in connection with the matters
to which this Agreement relates, except a loss resulting from the Sub-Adviser's willful misfeasance, bad faith or gross negligence in
the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement.
5. INDEMNIFICATION.
A. The Adviser agrees to
indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable
attorneys' fees and other related expenses) ("Losses"), howsoever arising, from or in connection with this Agreement or the
performance by the Sub-Adviser of its duties hereunder; provided however that the Adviser will not indemnify the Sub-Adviser for Losses
resulting from the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its duties or from the Sub-Adviser's
reckless disregard of its obligations and duties under this Agreement.
B. The Sub-Adviser agrees
to indemnify and hold harmless the Adviser from and against any and all Losses resulting from the Sub-Adviser's willful misfeasance,
bad faith, or gross negligence in the performance of, or from reckless disregard of, the Sub-Adviser's obligations and duties under this
Agreement; provided however that the Sub-Adviser will not indemnify the Adviser for Losses resulting from the Adviser's willful misfeasance,
bad faith or gross negligence in the performance of its duties or from the Adviser's reckless disregard of its obligations and duties
under this Agreement.
6.
NON-EXCLUSIVITY. The services of the Sub-Adviser to the Adviser with respect to the Allocated Assets are not to be deemed
to be exclusive, and the Sub-Adviser and its affiliates shall be free to render investment advisory or other services to others (including
other investment companies) and to engage in other activities. It is understood and agreed that the directors, officers, and employees
of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or
from serving as partners, officers, directors, trustees, or employees of any other firm or corporation, including other investment companies.
The Adviser acknowledges that the Sub-Adviser or its affiliates may give advice and take actions in the performance of its duties to
clients which differ from the advice, or the timing and nature of actions taken, with respect to other clients' accounts (including the
Allocated Assets) or employee accounts which may invest in some of the same securities recommended to advisory clients. In addition,
advice provided by the Sub-Adviser may differ from advice given by its affiliates.
7.
MAINTENANCE OF INSURANCE. The Sub-Adviser will maintain insurance in the types and in an amount at least equal to that disclosed
to the Board in connection with its approval of this Agreement and shall provide prompt notice to the Trust (i) of any material
changes in its insurance policies or insurance coverage; or (ii) if any material claims are reasonably expected to be made on its
insurance policies. Furthermore, the Sub-Adviser shall, upon reasonable request, provide the Trust with any information it may reasonably
require concerning the amount of or scope of such insurance.
8.
CONFIDENTIALITY. Each party to this Agreement shall keep confidential any nonpublic information concerning the other party
and will not use or disclose such information for any purpose other than the performance of its responsibilities and duties hereunder,
unless the non-disclosing party has authorized such disclosure or if such disclosure is compelled by subpoena or is expressly required
or requested by applicable federal or state regulatory authorities. In the event disclosure is required or requested as set forth above,
the disclosing party will, to the extent reasonably practicable to do so under the circumstances then prevailing, provide prior written
notice to the other party to allow such party an opportunity to seek an appropriate protective order or other relief, provided that such
prior notice shall not be required when the disclosing party reasonably believes the request for disclosure is pursuant to a routine
regulatory examination. Nonpublic information shall not include information a party to this Agreement can clearly establish was (a) known
to the party prior to this Agreement; (b) rightfully acquired by the party from third parties whom the party reasonably believes
are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in public domain without fault of
the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information.
9.
TERM OF AGREEMENT. This Agreement shall become effective as of the date hereof and shall continue in effect for an initial
period of two years from the date of execution. Thereafter, this Agreement shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a "majority"
(as defined in the 1940 Act) of each Fund's outstanding voting securities, provided that in either event the continuance also is approved
by a majority of the Board who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by
vote cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called
for the purpose of voting on such approval. This Agreement is terminable, without penalty, at any time, by the Adviser, by the Board,
or by vote of holders of a majority of each Fund's shares; or on 60 days' written notice by the Sub-Adviser, and will terminate five
business days after the Sub-Adviser receives written notice of the termination of the Advisory Agreement between the Trust and the Adviser.
This Agreement also will terminate automatically in the event of its assignment (as defined in the 1940 Act).
10.
REPRESENTATIONS OF SUB-ADVISER. The Sub-Adviser represents, warrants, and agrees as follows:
A. The Sub-Adviser: (i) is
registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains
in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order
to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated
by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Sub-Adviser
has provided the information about itself set forth in the Registration Statement and has reviewed the description of its operations,
duties and responsibilities as set forth therein (the "Sub-Adviser Information") and acknowledges that the Sub-Adviser Information
is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein
not misleading. The Sub-Adviser further agrees to inform the Adviser and the Trust's Administrator promptly if the Sub-Adviser Information
ceases to be true and correct, contains a material misstatement of fact or omits any material fact necessary to make the statements therein
not misleading.
B. The Sub-Adviser has adopted
a written code of ethics complying with the requirements of Rule 17j-l under the 1940 Act and, if it has not already done so, will
provide the Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Sub-Adviser will comply with the
reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Sub-Adviser and its Access Persons
have complied with the Sub-Adviser's Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations
which have occurred with respect to the Allocated Assets. In the event the Sub-Adviser has identified to the Adviser a material violation
that has occurred with respect to the Allocated Assets, the Sub-Adviser agrees to promptly provide to the Adviser such information as
the Adviser may reasonably request in connection therewith.
C.
The Sub-Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers
Act, which are reasonably designed to prevent violations of the Advisers Act by the Sub-Adviser, its employees, officers and agents.
Upon reasonable request, the Sub-Adviser shall provide the Adviser with access to the records relating to such policies and procedures
as they relate to the Allocated Assets. The Sub-Adviser will also provide, at the reasonable request of the Adviser, periodic certifications,
in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures.
D. The Sub-Adviser has provided
the Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC
and hereafter will furnish a copy of its annual amendment to the Adviser. The Sub-Adviser agrees to maintain the completeness and accuracy
of its registration on Form ADV in accordance with the Advisers Act. The Sub-Adviser acknowledges that it is an "investment
adviser" to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act.
E. The Sub-Adviser confirms
that neither it nor its general partner is an affiliated person as defined in the 1940 Act of: (i) the Adviser; (ii) Foreside,
the distributor for the Trust; or (iii) any trustee or officer of the Trust.
11.
PROVISION OF CERTAIN INFORMATION BY SUB-ADVISER. The Sub-Adviser will promptly notify the Adviser ( 1) in the event the SEC
or other governmental authority has censured the Sub-Adviser; placed limitations upon its activities, functions or operations; suspended
or revoked its registration, if any, as an investment adviser; or, to the best of the Sub-Adviser's knowledge, has commenced proceedings
or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that each Fund has
ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. As reasonably requested by the
Trust on behalf of the Trust's officers and in accordance with the scope of the Sub-Adviser's obligations and responsibilities contained
in this Agreement (i.e., with respect to the Allocated Assets and the Sub-Adviser's provision of portfolio management services hereunder),
the Sub-Adviser will provide reasonable assistance to the Trust in connection with the Trust's compliance with the Sarbanes-Oxley Act
and the rules and regulations promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act. Specifically, the Sub-Adviser
agrees to (i) certify periodically, upon the reasonable request of the Trust, that with respect to the Allocated Assets and the
Sub-Adviser's provision of portfolio management services hereunder, it is in compliance with all applicable "federal securities
laws", as required by Rule 38a-l under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) upon request
and reasonable prior notice, cooperate with third-party audits arranged by the Trust to evaluate the effectiveness of the Trust's compliance
controls; (iii) upon request and reasonable prior notice, provide the Trust's chief compliance officer with direct access to its
Chief Compliance Officer (or his/her designee); (iv) upon request, provide the Trust's chief compliance officer with periodic reports
and (v) promptly provide notice of any material compliance matters. The Sub-Adviser has in place and will observe procedures and
controls that are reasonably designed to ensure the adequacy of the services provided to the Trust under this Agreement and the accuracy
of the information prepared by it and which is included in the Trust's periodic reports on Form N-CSR, and shall provide certifications
to the Trust to be relied upon by the Trust's Chief Executive Officer (Principal Executive Officer) and Treasurer/Chief Financial Officer
(Principal Financial Officer) in certifying the Trust's periodic reports on Form N-CSR, in a form reasonably satisfactory to the
Trust.
12.
PROVISION OF CERTAIN INFORMATION BY THE ADVISER. The Adviser will promptly notify the Sub-Adviser ( 1)
in the event that the SEC has censured the Adviser or the Trust; placed limitations upon either of their activities, functions,
or operations; suspended or revoked the Adviser's registration as an investment adviser; or, to the knowledge of the Adviser, has commenced
proceedings or an investigation that may result in any of these actions, (2) upon having a reasonable basis for believing that each
Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code, and (3) in the
event that a Fund has ceased to qualify as a Qualified Institutional Buyer as defined in Rule 144A of the Securities Act of 1933.
13.
AMENDMENT OF AGREEMENT. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only
by an instrument in writing signed by both parties.
14.
LIMITATION OF LIABILITY. The Adviser and the Sub-Adviser agree that the obligations of the Trust under this Agreement shall
not be binding upon any of the Board members, shareholders, nominees, officers, employees or agents; whether past, present or future,
of the Trust individually, but are binding only upon the assets and property of each Fund, as provided in the Declaration of Trust. The
execution and delivery of this Agreement have been duly authorized by the Adviser and the Sub-Adviser, and signed by an authorized officer
of each acting as such.
15. MISCELLANEOUS.
A.
GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Delaware, without giving effect
to the conflicts of laws principles thereof, and with the 1940 Act. To the extent that the applicable laws of the State of Delaware conflict
with the applicable provisions of the 1940 Act, the latter shall control.
B.
CHANGE IN CONTROL. The Sub-Adviser will notify the Adviser of any change of control of the Sub-Adviser, as such term is defined
in the Advisers Act. The Sub-Adviser will notify the Adviser of any change in the membership of the Sub-Adviser within a reasonable time
after any such change. Delivery of the Sub-Adviser's Disclosure Statement consisting of Part 2A of the Sub-Adviser's Form ADV
shall be deemed to satisfy this notification requirement. In addition, the Sub-Adviser will notify the Adviser of any changes in the
portfolio manager(s) of the Allocated Assets or the Sub-Adviser's Principal Executive Officer, Principal Financial Officer or Chief
Compliance Officer as soon as practicable after any such change.
C.
CAPTIONS. The captions contained 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.
D.
ENTIRE AGREEMENT. This Agreement represents the entire agreement and understanding of the parties hereto and shall supersede
any prior agreements between the parties relating to the subject matter hereof.
E.
DEFINITIONS. Any
question of interpretation of any term or provision
of this Agreement having a counterpart in
or otherwise derived from a term or provision of the
1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof,
if any, by the United States courts or, in the absence of any
controlling decision of any such court, by rules, releases
or orders of the SEC validly issued pursuant to the 1940
Act. As used in this Agreement, the terms "majority of
the outstanding voting securities," "affiliated person," "interested person," "assignment,"
"broker," "investment adviser," "net assets," "sale," "sell,"
and "security" shall have the same meaning as such
terms have in the 1940 Act, subject to
such exemptions as may be granted by the SEC by any rule,
release or order. Where the effect of a requirement of the
federal securities laws reflected in any provision of this
Agreement is made less restrictive by a rule, release, or order of the SEC, whether of
special or general application, such provision shall be deemed to incorporate the effect of
such rule, release, or order.
F.
NOTICES. Any notice herein required is to be in writing and is deemed to have been given to the Sub-Adviser or the Adviser
upon receipt of the same at their respective addresses set forth below. All written notices required
or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested or by facsimile
machine or similar means of delivery that provide evidence of receipt.
All notices to the Adviser shall be sent to:
Brinker Capital Investments, LLC
Attention: Brian Ferko
1055 Westlakes Drive, Suite 250
Berwyn, PA 19312
Fax: (610) 407-5406
Email: Brian.Ferko@orion.com
All notices to the Sub-Adviser shall be sent to:
Notices of
capital additions and withdrawals must be sent to jschrader@loomisayles.com and cash@loomissayles.com.
Loomis, Sayles & Company, L.P.
Attention: Lauren B. Pitalis
One Financial Center
Boston, Massachusetts 02111
Fax: 617.542.6389
Email:[•]
With copies to:
Loomis, Sayles & Company, L.P.
One Financial Center
Boston, Massachusetts 02111
Attn: General Counsel
Fax: 617.482.0653
Email:[•]
G.
DELIVERY OF FORM ADV. The Adviser acknowledges receipt of the Sub-Adviser's Form ADV more than 48 hours prior to
the execution of this Agreement.
16.
FUTURES CONTRACTS. In connection with the Sub-Adviser's services hereunder related to the Fund's use of futures contracts,
the Adviser hereby expressly agrees and acknowledges that the risks of futures transactions have been separately disclosed to it and
that the Allocated Assets will be treated by the Sub-Adviser as an "exempt account" for purposes of its compliance with Rule 4.7 under the Commodity Exchange Act, as amended (the "Exchange Act") (which provides an exemption from certain recordkeeping
and disclosure obligations under the Exchange Act and the rules thereunder to entities registered as commodity trading advisers
with the Commodity Futures Trading Commission). In addition, the Adviser hereby expressly acknowledges and agrees as follows:
PURSUANT TO AN EXEMPTION
FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, A 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 ANY BROCHURE OR ACCOUNT DOCUMENT.
If the terms and conditions described above are in accordance with
your understanding, kindly indicate your acceptance of this Agreement by signing and returning to us the enclosed copy of this Agreement.
| | BRINKER CAPITAL INVESTMENTS, LLC |
| By: | /s/
Brian Ferko |
| | Name: | Brian Ferko |
| | Title: | Chief Compliance Officer |
| |
Loomis,
Sayles & Company, L.P. |
| By: | /s/
Lauren B. Pitalis |
| | Name: | Lauren
B. Pitalis |
| | Title: | Vice President |
Signature Page to Investment
Sub-Advisory Agreement
Schedule A
| Fund: |
Investment
Strategy: |
Fee:* |
|
| Destinations
International Equity |
Global
Emerging Markets |
First $400 million: |
0.36% |
| Fund |
Equity |
Over $400
million: |
0.35% |
*This fee schedule is subject to a capacity limit
of $800 million. Once this capacity limit is reached, no new investments will be permitted under this fee schedule without a subsequent
communication and agreement with the Sub-Adviser, but the limit may be exceeded without such agreement due to market appreciation on
assets.
Schedule A
