1Allocated Assets 1940 Act BRINKER CAPITAL DESTINATIONS TRUST INVESTMENT SUB- ADVISORY AGREEMENT INVESTMENT SUB-ADVISORY AGREEMENT, effective as of the 29th day of July, 2024, between Orion Portfolio Solutions, LLC, a limited liability company...
1Allocated Assets 1940 Act XXXXXXX CAPITAL DESTINATIONS TRUST INVESTMENT SUB-ADVISORY AGREEMENT INVESTMENT SUB-ADVISORY AGREEMENT, effective as of the 29th day of July, 2024, between Orion Portfolio Solutions, LLC, a limited liability company organized and existing under the laws of the State of Nebraska, d.b.a. Xxxxxxx Capital Investments Adviser , and Numeric Investors LLC Sub-Adviser limited liability company 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 (th Advisory Agreement Xxxxxxx Capital Destinations Trust, a Delaware statutory trust Trust is engaged in business as an open-end management investment company registered under the Investment Company 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 ( 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 o Advisers Act and WHEREAS, the Adviser desires to engage the services of the Sub-Adviser to assist it in the provision of a continuous investment program for certain assets of the Fund(s) listed on Schedule A, which the Adviser may from time to time assign to the Sub-Adviser Sub-Adviser is willing to furnish such services. 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 Board Adviser, the Sub-Adviser shall manage the investments of the Allocated Assets in accordance with (i) the guidelines detailed in Schedule B herein (the Guidelines each Fund investment objective, in effect and as amended or supplemented from time to time (hereinafte Registration Statement ), which such Registration Statement will be provided to the Sub-Adviser at the time this Agreement is executed and the Sub-Adviser will be provided with advance notice of any material changes to the Registration Statement that may impact its management of the Fund, and in compliance with such other limitations as the Adviser may institute provided that these limitations are provided to the Sub-Adviser with sufficient notice prior to implementation and subject to the Sub-Adviser prior consent (not to be unreasonably withheld). 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 (including derivative instruments where permitted); (c) employ professional portfolio managers and securities analysts to provide research services to the Allocated Assets; (d) enter into all transactions and other undertakings that the Sub-Adviser may in its discretion deem necessary or advisable to carry out its investment decisions (unless as otherwise prohibited pursuant to communicated investment restrictions); (e) instruct the relevant ustodian to exercise or abstain from exercising any option, privilege or right with respect to the Allocated Assets; (f) make investment representations on behalf of the Fund; and in furtherance of the foregoing (g) execute, in the name and on behalf of the Funds, all such documents and take all such other actions which the Sub-Adviser shall deem requisite, appropriate or advisable to carry out its duties hereunder, including, without limitation, the selection of brokers or dealers as the Sub-Adviser shall determine; and (h) take any other action with respect to the Allocated Assets as needed to serve the best interest of the Fund. 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 |
4 applicable law or regulation or investment policy or restriction applicable to each Fund as a whole if the securities and other holdings of the Allocated Assets comply with the Guidelines. The Adviser promptly provide the Sub-Adviser with copies of the Declaration of Trust, Amended and Restated By-Laws, Registration Statement, Guidelines and any written policies or procedures adopted by the Board applicable to the Allocated Assets and any amendments or revisionsthereto. Any amendments or revisionsto any of the aforementioned documents that modify the investment strategies or restrictions of a Fund or Allocated Assets shall be provided to the Sub-Adviser in advance as soon as practicable and, with respect to the Guidelines or any other instructions or limitations. The Adviser acknowledges that the Sub-Adviser reserves the right to terminate its engagement hereunder upon written notice, in accordance with Section 9 below, in the event the Sub-Adviser reasonably believes it can no longer manage the investments of the Allocated Assets following any such amendments or revisions to the Declaration of Trust, Amended and Restated By-Laws, Registration Statement, or Guidelines in which case the Sub-Adviser will continue to manage the Allocated Assets in accordance with such documents as effective prior to such amendments or revisions until the termination date. 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 compliance with such Registration Statement, Guidelines, policies or procedures. H. PROXY VOTING; LEGAL ACTIONS; CLASS ACTIONS. (i). The Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the economic interests of the Fund and in accordance with its proxy voting policy (or other policy to that effect) 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 Adviser agrees that Sub-Adviser will not be responsible or liable for failing to vote any proxies where it has not received the proxies or related shareholder communications in a timely manner. The Sub-Adviser further agrees that it will provide the Adviser on behalf of 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. Upon reasonable request, 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 (ii). The Adviser acknowledges and agrees that the Sub-Adviser shall notify the Adviser but shall otherwise have no responsibility to initiate, consider, participate in of any adversary proceeding, bankruptcy or other litigation against or involving any issue of financial instruments held in or formerly held as part of the Allocated Assets, including, without limitation, class actions, or to notify, advise or take any action on behalf of the Adviser or the Funds with respect to any such actions or litigation. 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 the Sub-Adviser hereunder or which are required by the SEC, a state securities commission, or any other regulatory body with oversight of the Sub-Adviser. 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 unless prior written permission is received from the Adviser; |
Schedule A Fund: Investment Strategy: Fee: Destinations Global Fixed Income Opportunities Fund Numeric US High Yield BB/B [Redacted] Schedule A |
Schedule
B [Redacted] | Schedule B Schedule B INVESTMENT GUIDELINES Company: Destinations Global Fixed Income Opportunities Fund Strategy: Numeric Active US High Yield BB/B Money Manager: Numeric Investors, LLC Benchmark: Bloomberg Barclays Ba to B US High Yield Index Approved as of: July 26, 2024 Investment Parameters CATEGORY PARAMETER QIB Status Xxxxxxx represents that the fund is a Qualified Institutional Buyer ( QIB ) under Rule 144A under the Securities Act of 1933, as amended, and agrees to promptly notify the Investment Sub-Advisor in the event the Fund s status as a QIB changes Issuer Diversification Maximum exposure in any one issuer, will not exceed the greater of 4% Net Asset Value (NAV) of the Allocated Assets or the allocated asset benchmark weight +2% Non benchmark issuers will not exceed 30% of the NAV of the Allocated Assets Maximum exposure to a single industry based on Bloomberg Industry Classification System (BICS) level 4 data will not exceed 25% of the NAV of the Allocated Assets This limitation does not apply to securities issued by the U.S. Government or its agencies Credit Rating Exposure High Yield securities as defined by the benchmark methodology will typically be greater than 80% of the NAV of the Allocated Assets Investment Grade securities as defined by the benchmark methodology will typically not exceed 20% of the NAV of the Allocated Assets CCC rated securities as defined by the benchmark methodology will not exceed 5% of the NAV of the Allocated Assets Permitted Asset List The Sub-Adviser may invest the allocated assets in: Corporate bonds, including 144a securities Cash and cash equivalents, including but not limited to treasury bills Index credit default swaps (CDX) Exchange Traded Funds (ETFs) General Requirements The sub-advisor will be deemed to not be in violation of any applicable law or regulation or investment policy or restriction to each fund as a whole of for each Fund s failure to qualify as a regulated investment company under the Code so long as the Allocated assets of the sub advisor meet the following requirements: Illiquid Securities will not exceed 5% of the Net Asset Value (NAV) of the Allocated Assets. Illiquid securities will be determined using Man Group s methodology, which defines illiquid securities as those that require greater than 5 business days to liquidate |