Filed with the U.S. Securities and Exchange Commission on March 10, 2022
1933 Act Registration File No. 333-226989
1940 Act Registration File No. 811-23373
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | | | |
Pre-Effective Amendment No. | | | [ | | ] |
Post-Effective Amendment No. | 22 | | [ | X | ] |
and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | | | |
Amendment No. | 24 | | [ | X | ] |
(Check appropriate box or boxes.)
NORTH SQUARE INVESTMENTS TRUST
(Exact Name of Registrant as Specified in Charter)
10 South LaSalle Street, Suite 1925
Chicago IL 60603
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (312) 857-2160
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(Name and Address of Agent for Service) | Copy to: |
Alan E. Molotsky, Esq. | Robert M. Kurucza, Esq. |
North Square Investments Trust | Seward & Kissel LLP |
10 South LaSalle Street, Suite 1925 | 901 K Street |
Chicago IL 60603 | Washington, DC 20001 |
This Post-Effective Amendment consists of the following:
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1. | Facing Sheet of the Registration Statement. |
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3. | Part C to the Registration Statement (including signature page) and certain exhibits to the Registration Statement. |
Explanatory Note: This Post-Effective Amendment is being filed solely for the purpose of filing exhibits to the Registration Statement on Form N-1A. Parts A and B of Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A filed on February 25, 2022 pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.
NORTH SQUARE INVESTMENTS TRUST
PART C
OTHER INFORMATION
Item 28. Exhibits
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(a) | Agreement and Declaration of Trust. |
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(c) | Instruments Defining Rights of Security Holders -Not applicable. |
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(d) | (i) | | |
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| | (B) | |
| (ii) | | |
| (iii) | | |
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| (iv) | | |
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| (v) | | |
| (vi) | | |
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(f) | Bonus or Profit Sharing Contracts - Not applicable. |
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(h) | Other Material Contracts |
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| (vii) | | |
| (viii) | | |
| (ix) | | |
| (x) | | |
| (xi) | | |
| (xii) | | |
| (xiii) | | |
| (xiv) | | |
| (xv) | | |
| (xvi) | | |
| (xvii) | | |
| (xviii) | | |
| (xix) | | |
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(i) | Legal Opinion and Consent - Not applicable. |
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(j) | Consent of Independent Registered Public Accounting Firm - Not applicable. |
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(k) | Omitted Financial Statements - Not applicable. |
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(p) | Codes of Ethics |
| (i) | |
| (ii) | |
| (iii) | |
| (iv) | |
| (v) | |
| (vi) | |
| (vii) | |
| (viii) | |
Item 29. Persons Controlled by or Under Common Control with Registrant.
No person is directly or indirectly controlled by or under common control with the Registrant.
Item 30. Indemnification.
Reference is made to Article VII of the Registrant’s Agreement and Declaration of Trust (previously filed with the Registration Statement on Form N-1A (File No. 333-226989) on August 24, 2018), Article VI of Registrant’s Bylaws (previously filed with the Registration Statement on Form N-1A (File No. 333‑226989) on August 24, 2018), and Paragraph 6 of the Distribution Agreement on Form N-14 (File No. 333-227320) on September 13, 2019. With respect to the Registrant, the general effect of these provisions is to indemnify any person (Trustee, director, officer, employee or agent, among others) who was or is a party to any proceeding by reason of their actions performed in their official or duly authorized capacity on behalf of the Trust. With respect to the distributor, the general effect of the relevant provisions is to indemnify those entities for claims arising out of any untrue statement or material fact contained in the Funds’ Registration Statement, reports to shareholders or advertising and sales literature.
Pursuant to Rule 484 under the Securities Act of 1933, as amended, (the “1933 Act”) the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.”
Item 31. Business and Other Connections of the Investment Adviser.
With respect to the investment adviser (North Square Investments, LLC), the response to this Item will be incorporated by reference to the Adviser’s Uniform Application for Investment Adviser Registration (Form ADV) on file with the SEC. The Adviser’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.
Item 32. Principal Underwriter.
(a) Compass Distributors, LLC, the Registrant’s principal underwriter (the “Distributor”), acts as principal underwriter for the following additional investment companies registered under the Investment Company Act of 1940, as amended:
1.Coho Relative Value Equity Fund, Series of Managed Portfolio Series
2.Coho Relative Value ESG Fund, Series of Managed Portfolio Series
3.Evermore Funds Trust
4.Global Beta ETF Trust
5.Leuthold Core ETF, Series of Leuthold Funds, Inc.
6.Olstein All Cap Value Fund, Series of Managed Portfolio Series
7.Olstein Strategic Opportunities Fund, Series of Managed Portfolio Series
8.Wilshire Mutual Funds, Inc.
9.Wilshire Variable Insurance Trust
(b) The following are the Officers and Manager of the Distributor. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.
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Name | Address | Position with Underwriter | Position with Registrant |
Richard J. Berthy | Three Canal Plaza, Suite 100 Portland, ME 04101 | President, Treasurer and Manager | None |
Mark A. Fairbanks | Three Canal Plaza, Suite 100 Portland, ME 04101 | Vice President | None |
Teresa Cowan | 111 E. Kilbourn Avenue, Suite 2200 Miwaukee, WI 53202 | Vice President | None |
Jennifer K. DiValerio | 899 Cassatt Road 400 Berwyn Park, Suite 110 Berwyn, PA 19312 | Vice President | None |
Susan K. Moscaritolo | Three Canal Plaza, Suite 100 Portland, ME 04101 | Vice President and Chief Compliance Officer | None |
Kelly Whetstone | Three Canal Plaza, Suite 100 Portland, ME 04101 | Secretary | None |
(c) Not applicable.
Item 33. Location of Accounts and Records.
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), are maintained at the following locations:
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Records Relating to: | Are located at: |
Registrant’s Fund Administrator, Fund Accountant and Transfer Agent | U.S. Bancorp Fund Services, LLC 615 East Michigan Street, 3rd Floor Milwaukee, WI 53202 |
Registrant’s Custodian | U.S. Bank National Association Custody Operations 1555 North RiverCenter Drive, Suite 302 Milwaukee, WI 53212 |
Registrant’s Investment Adviser | North Square Investments, LLC 10 South LaSalle Street, Suite 1925 Chicago, IL 60603 |
Registrant’s Distributor | Compass Distributors, LLC Three Canal Plaza, Suite 100 Portland, ME 04101 |
Item 34. Management Services Not Discussed in Parts A and B.
Not Applicable.
Item 35. Undertakings.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Amendment to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Chicago in the State of Illinois, on March 10, 2022.
North Square Investments Trust
By: /s/ Mark D. Goodwin
Mark D. Goodwin, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature | Title | Date |
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/s/ Mark D. Goodwin | President, Principal Executive | March 10, 2022 |
Mark D. Goodwin | Officer and Trustee | |
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David B. Boon* | Trustee | March 10, 2022 |
David B. Boon | | |
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Donald J. Herrema* | Trustee | March 10, 2022 |
Donald J. Herrema | | |
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Catherine A. Zaharis* | Trustee | March 10, 2022 |
Catherine A. Zaharis | | |
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/s/ Alan E. Molotsky | Treasurer and Principal Financial | March 10, 2022 |
Alan E. Molotsky | and Accounting Officer | |
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By: /s/ Mark D. Goodwin | | |
Mark D. Goodwin Attorney-in-Fact |
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Exhibit Index |
(h)(vii) | |
(h)(viii) | |
(h)(ix) | |
(h)(x) | |
(h)(xi) | |
(h)(xii) | |
(h)(xiii) | |
(h)(xiv) | |
(h)(xv) | |
(h)(xvi) | |
(h)(xvii) | |
(h)(xviii) | |
(h)(xix) | |