Brinker Capital Destinations Trust DEF 14CInformation statement

At a meeting of the Board of Trustees (the “Board”) of Brinker Capital Destinations Trust (the “Trust”) held on March 7, 2023 (the “Meeting”), Orion Portfolio Solutions LLC d.b.a. Brinker Capital Investments (the “Adviser”) recommended and the Board, including all of the trustees who are not “interested persons” of the Trust (each an “Independent Trustee”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), approved Lord, Abbett & Co. LLC (“Lord Abbett”) as a sub-adviser to the Destinations Municipal Fixed Income Fund (the “Fund”).

Under the terms of the new sub-advisory agreement, Lord Abbett makes investment decisions for the portion of the assets of the Fund allocated to it by the Adviser, and continuously reviews, supervises, and administers the Fund’s investment program with respect to those assets.

The Adviser recommended Lord Abbett as a sub-adviser because it believes that Lord Abbett is suited to help the Fund meet its overall investment objective. Lord Abbett integrates fundamental and quantitative research with the goal of delivering an enhanced yield over full market cycles. The Lord Abbett High Income Municipal strategy has a quantitative approach to relative value and security selection that is supported by fundamental research and risk management. The strategy utilizes yield curve positioning and security selection to capture the benefits that result from exposure to the high yield municipal bond sector.

In considering Lord Abbett, the Board received written and oral information from the Adviser and Lord Abbett. The Board also met with representatives of the Adviser and Lord Abbett and considered information provided by Lord Abbett and the Adviser about Lord Abbett’s portfolio managers, investment philosophy, strategy and process, as well as other factors. In approving Lord Abbett as a sub-adviser to the Fund, the Board evaluated the information provided by the Adviser and Lord Abbett regarding: (i) the nature and quality of the services expected to be rendered to the Fund; (ii) the investment objectives and policies of each of the Fund and Lord Abbett’s strategy; (iii) the history, reputation, qualifications and background of Lord Abbett and its investment personnel and Lord Abbett’s financial condition; (iv) the performance record of Lord Abbett; and (v) other factors deemed relevant. The Board also reviewed the fees to be paid by the Adviser to Lord Abbett, including any benefits to be received by Lord Abbett in connection with soft dollar arrangements or other than from its sub-advisory fees. The Board used this information and other information it deemed relevant, in making its decision to approve Lord Abbett as a sub-adviser to the Fund and reached the following conclusions:

The Board concluded, based on the information provided by the Adviser and Lord Abbett, that the nature, extent and quality of the investment advisory services expected to be provided by Lord Abbett were adequate and appropriate in the context of (i) the experience and the qualifications of Lord Abbett and its investment personnel; (ii) Lord Abbett’s portfolio management and research resources to be applied in managing the portion of the Fund’s assets allocated to it, including Lord Abbett’s quantitative investment approach; (iii) how Lord Abbett would complement the Fund’s existing sub-advisers; (iv) the adequacy and scope of Lord Abbett’s compliance program; and (v) the Adviser’s recommendation to engage Lord Abbett.

The Board discussed with representatives of the Adviser the investment strategy to be employed by Lord Abbett in managing its portion of the Fund’s assets. In particular, the Board reviewed the performance of Lord Abbett’s investment approach from 2012 through 2022, including against benchmark indexes and as attributable to certain credit ratings and sector exposures of underlying investments. The Board also reviewed the performance of the investment strategy on an annualized basis over various time periods and market conditions and considered how certain sector exposures had contributed to recent performance. The Board took into account the Adviser’s experience and reputation in selecting, evaluating and overseeing investment advisers.

The Board reviewed and considered the sub-advisory fee that, under the terms of the proposed sub-advisory agreement, would be payable by the Adviser to Lord Abbett, and, thus, should not directly impact the overall fees paid by the Fund. The Board concluded that the proposed fee payable to Lord Abbett by the Adviser with respect to the Fund’s assets to be allocated to Lord Abbett was reasonable and appropriate. The Board recognized that, because Lord Abbett’s fee would be paid by the Adviser, and not the Fund, an analysis of profitability was more appropriate in the context of the Board’s consideration of the management agreement between the Trust and the Adviser. The Board received and considered a profitability analysis of the Adviser with respect to the addition of Lord Abbett as a sub-adviser for the Fund and determined that the Adviser’s profitability would not be excessive in light of the nature, extent and quality of the services to be provided to the Fund by the Adviser and Lord Abbett, noting in particular the existence of an ongoing contractual fee waiver that limits the total amount of advisory fees that may be retained by the Adviser to 39 basis points of the Fund’s assets. Similarly, the Board recognized that, because Lord Abbett’s fee would be paid by the Adviser, and not directly by the Fund, an analysis of economies of scale with respect to Lord Abbett was more appropriate in the context of the Board’s consideration of the management agreement between the Trust and the Adviser. Accordingly, economies of scale with respect to Lord Abbett were not considered relevant at that time to the Board’s decision to approve the sub-advisory agreement with Lord Abbett. The Board also concluded that any other benefits that could be expected to accrue to Lord Abbett by virtue of its relationship with the Fund were reasonable.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, with the advice of Fund counsel, resolved to approve the sub-advisory agreement with Lord Abbett, having determined that the agreement would be in the best interests of the Fund.

Following the Board’s approval, the Adviser entered into a sub-advisory agreement with Lord Abbett, and Lord Abbett began managing the assets of the Fund allocated to it by the Adviser on April 26, 2023. The Adviser determined that the initial target percentage of the Fund’s assets allocated to Lord Abbett would be approximately 15%.

The terms of the new sub-advisory agreement with Lord Abbett are substantially similar to the terms of the agreements with the other sub-advisers to the Fund, except for the sub-advisory fee rate payable by the Adviser to Lord Abbett.

Under the new sub-advisory agreement, Lord Abbett makes all investment decisions for the portion of the Fund’s assets allocated to it, and continuously reviews, supervises and administers the Fund’s investment program with respect to those assets. Lord Abbett discharges its responsibilities under the new sub-advisory agreement subject to the supervision of the Adviser and the Board and has agreed to do so in a manner consistent with the Fund’s investment objective, policies, and limitations. The new sub-advisory agreement is dated March 15, 2023 and has an initial term ending March 14, 2025. Thereafter, the continuance of the new sub-advisory agreement requires the annual approval of the Board, including a majority of the Independent Trustees.

For its services to the Fund under the sub-advisory agreement, Lord Abbett receives a sub-advisory fee based on the average daily net asset value of the assets of the Fund allocated to Lord Abbett. As a result of the addition of Lord Abbett as a sub-adviser to the Fund, the total sub-advisory fees paid by the Adviser with respect to the Fund increased by 0.4 basis points from 15.2 basis points to 15.6 basis points and the portion of the total advisory fee retained by the Adviser remained equal to 39 basis points. The total advisory fee retained by the Adviser continues to be limited by a contractual fee waiver pursuant to an agreement that shall remain in effect until June 30, 2024.

Lord Abbett is a Delaware limited liability company with a principal business address at 90 Hudson Street, Jersey City, New Jersey 07302. Lord Abbett became registered as an investment adviser with the U.S.

Securities and Exchange Commission in November 1970 and is wholly-owned by its members. Listed below is the name and principal occupation of the portfolio managers responsible for the day-to-day management of the Fund’s assets allocated to Lord Abbett and Lord Abbett’s principal executive officers. The principal business address of each principal executive officer and portfolio manager, as it relates to their duties at Lord Abbett, is the same as that of Lord Abbett.