Board
Approval of Management Agreement and Investment Advisory Agreements (unaudited)
Brinker
Capital Destinations Trust (the “Trust” and, each series thereof a “Fund,” and together, the “Funds”)
and Orion Portfolio Solutions, LLC (d/b/a Brinker Capital Investments) (the “Adviser”), operate under an investment advisory
agreement (the “Advisory Agreement”), pursuant to which the Adviser selects investments in third-party funds and serves as
a “manager of managers” for the Funds in that it selects and oversees professional third-party money managers (each, a “Sub-Adviser”
and collectively, the “Sub-Advisers”) who are responsible for investing allocated assets of one or more Funds’ assets
pursuant to a separate investment advisory agreement (a “Sub-Advisory Agreement” and collectively, the “Sub-Advisory
Agreements” and, together with the Advisory Agreement, the “Agreements”) between the Adviser and each Sub-Adviser.
Section
15 of the Investment Company Act of 1940, as amended (the “Investment Company Act”) requires that the initial approval of
a Fund’s investment advisory agreement be specifically approved by the vote of a majority of the outstanding shareholders of the
Fund and the vote of a majority of the Trustees who are not “interested persons” (as defined in the Investment Company Act)
of any party to the Agreements (the “Independent Trustees”) cast in person (or otherwise, as consistent with applicable laws,
regulations and related guidance and relief) at a meeting called for such purpose. In addition, the Investment Company Act requires that
the continuation or renewal of any investment advisory agreement be approved at least annually (after an initial period of up to two years),
which requires the vote of a majority of the Board of Trustees (the “Board”), including a majority of the Independent Trustees.
In the case of the initial approval of a Sub-Advisory Agreement, only the approval of a majority of the Board, including a majority of
the Independent Trustees, is required because of an exemptive order that was granted to the Trust by the U.S. Securities and Exchange
Commission (“SEC”). In addition, as a result of the impact of the coronavirus and COVID-19 pandemic, the SEC issued three
Orders in 2020 that conditionally exempt registered investment companies and their investment advisers, as well as principal underwriters,
from in-person voting requirements. The relief provided by those Orders has not yet been withdrawn by the SEC Staff, and the Trust remains
able to rely on that relief under certain circumstances.
Board
Considerations of the Sub-Advisory Agreements
During
the period covered by this Semi-Annual Report, the Board considered the renewal of certain Sub-Advisory Agreements with existing Sub-Advisers
and the approval of new Sub-Advisory Agreements. In particular, at a meeting of the Board held on March 3-4, 2026 (the “March Meeting”),
the Adviser recommended and the Board, including all of the Independent Trustees, approved the renewal of the existing Sub-Advisory Agreements
for the management of the: (i) Destinations Large Cap Equity Fund by SSGA Funds Management Inc. (“SSGA”); (ii) Destinations
Small-Mid Cap Equity Fund by SSGA; and (iii) Destinations International Equity Fund by BAMCO, Inc., Barrow, Hanley, Mewhinney & Strauss,
LLC, Causeway Capital Management, LLC, MFS Investment Management, SSGA, and T. Rowe Price Associates, Inc.
Further,
at a meeting of the Board held on June 9-10, 2026 (the “June Meeting”), the Adviser recommended and the Board, including all
of the Independent Trustees, approved new Sub-Advisory Agreements for the management of the: (i) Destinations Core Fixed Income Fund by
Belle Haven Investments, L.P. and Lord, Abbett & Co. LLC; and (ii) Destinations Municipal Fixed Income Fund by MacKay Shields LLC.
Also at the June Meeting, the Adviser recommended and the Board, including all of the Independent Trustees, approved the renewal of the
existing Sub-Advisory Agreements for the management of the: (i) Destinations Large Cap Equity Fund by Federated MDTA LLC, Newton Investment
Management North America LLC (“Newton”), River Road Asset Management, LLC and William Blair Investment Management, LLC; (ii)
Destinations Shelter Fund by Gateway Investment Advisers, LLC; and (iii) Destinations Real Assets Fund by Newton, Nomura Investments Fund
Advisers, a series of Nomura Investment Management Business Trust, and Nuveen Asset Management.
For
these meetings, the Board requested and received information from the Adviser and the Sub-Advisers that it deemed reasonably necessary
for its review of the Sub-Advisory Agreements and to evaluate the relevant performance of each Sub-Adviser, with respect to the Funds.
This information was provided in addition to the detailed information about the Funds that the Board reviews during the course of each
year, including information that relates to Fund operations and Fund performance. Finally, the Independent Trustees received advice from
independent counsel to the Independent Trustees, met in executive sessions outside the presence of Fund management and participated in
question and answer sessions with representatives of the Adviser and the Sub-Advisers.
Specifically,
during the course of the Trust’s fiscal year, the Board requested and received written materials from the Adviser and the Sub-Advisers
regarding: (i) the quality of the Sub-Advisers’ investment management and other services; (ii) the Sub-Advisers’ investment
management personnel; (iii) the Sub-Advisers’ operations and financial condition; (iv) the Sub-Advisers’ brokerage practices
(including any soft dollar arrangements) and investment strategies; (v) the level of the sub-advisory fees that the Adviser pays the Sub-Advisers,
compared with fees charged to comparable accounts; (vi) the Sub-Advisers’ profitability; (vii) the
