As filed with the Securities and Exchange Commission on August 9, 2024
Securities Act File No. 333-277906
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
Registration Statement
Under
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| | The Securities Act Of 1933 | | ☒ |
| | Pre-Effective Amendment No. | | ☐ |
| | Post-Effective Amendment No. 2 | | ☒ |
DATUM ONE SERIES TRUST
(Exact Name of Registrant Specified in Charter)
50 S. LaSalle Street
Chicago, IL 60603
(Address of Principal Executive Offices) (Zip Code)
(866) 494-4270
(Registrant’s Area Code and Telephone Number)
Barbara J. Nelligan
The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60603
(NAME AND ADDRESS OF AGENT FOR SERVICE)
With copies to:
Jessica Reece
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199-3600
It is proposed that this filing will become effective immediately.
This Post-Effective Amendment No. 2 to the Datum One Series Trust® (the “Trust”) Registration Statement on Form N-14 hereby incorporates Part A and Part B to the Registration Statements on Form N-14 filed pursuant to Rule 485(b) on May 1, 2024. This Post-Effective Amendment No. 2 is being filed for the purpose of adding the final tax opinions as exhibits to Part C of the Registration Statement.
FORM N-14
PART C
Reference is made to Article VIII of the Registrant’s Agreement and Declaration of Trust. The application of these provisions is limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in such 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 such Act and will be governed by the final adjudication of such issue. The Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers’ liability policy. The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover its advisers, among others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.
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(1)(a) | | Agreement and Declaration of Trust dated February 28, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated March 10, 2020 is hereby incorporated by reference. |
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(1)(b) | | Amended and Restated Agreement and Declaration of Trust dated March 3, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated March 10, 2020 is hereby incorporated by reference. |
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(1)(c) | | First Amendment to the Amended and Restated Agreement and Declaration of Trust dated December 5, 2023 which was filed as an Exhibit to the Registrant’s Form N-1A dated February 15, 2024. |
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(1)(d) | | Second Amendment to the Amended and Restated Agreement and Declaration of Trust dated February 27, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 10 on Form N-1A dated March 15, 2024 is hereby incorporated by reference. |
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(2) | | By-Laws dated February 28, 2020 which were filed as an Exhibit to the Registrant’s Form N-1A dated May 13, 2022 is hereby incorporated by reference. |
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(3) | | Not Applicable |
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(4) | | Form of Agreement and Plan of Reorganization is included as Appendix A to Part A hereof. |
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(5) | | Article III (Shares) and Article V (Shareholders’ Voting Powers and Meetings) of the Amended and Restated Agreement and Declaration of Trust |
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(6) | | Investment Management Agreement between the Registrant and Brandes Investment Partners, L.P., on behalf of the Funds advised by Brandes Investment Partners, L.P., dated May 1, 2024 which was filed as an Exhibit to Registrant’s Registration Statement on Form N-14 dated May 1, 2024 is hereby incorporated by reference. |
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(7)(a) | | Distribution Agreement between the Registrant and Foreside Financial Services, LLC dated March 3, 2020 and Form of Dealer Agreement which was filed as an Exhibit to the Registrant’s Form N-1A dated April 15, 2020 is hereby incorporated by reference. |
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(7)(b) | | First Amendment to the Distribution Agreement between the Registrant and Foreside Financial Services, LLC dated July 2, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated July 16, 2020 is hereby incorporated by reference. |
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(7)(c) | | Novation of Distribution Agreement between the Registrant and Foreside Financial Services, LLC was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 7 on Form N-1A dated January 31, 2023 is hereby incorporated by reference. |
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(7)(d) | | First Amendment to the Distribution Agreement between the Registrant and Foreside Financial Services, LLC dated November 8, 2022 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 7 on Form N-1A dated January 31, 2023 is hereby incorporated by reference. |
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(7)(e) | | Second Amendment to the Distribution Agreement between the Registrant and Foreside Financial Services, LLC dated April 8, 2024 which was filed as an Exhibit to Registrant’s Registration Statement on Form N-14 dated May 1, 2024 is hereby incorporated by reference. |
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(7)(f) | | Third Amendment to the Distribution Agreement between the Registrant and Foreside Financial Services, LLC dated May 22, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 13 on Form N-1A dated June 28, 2024 is hereby incorporated by reference. |
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(7)(g) | | Distribution Services Agreement between Brandes Investment Partners, L.P. and Foreside Financial Services, LLC dated July 1, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 15 on Form N-1A dated August 5, 2024 is hereby incorporated by reference. |
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(8) | | Not applicable |
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(9)(a) | | Custody Agreement between the Registrant and The Northern Trust Company dated March 3, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated March 10, 2020 is hereby incorporated by reference. |
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(9)(b) | | First Amended Schedule B to the Custody Agreement between the Registrant and The Northern Trust Company dated July 2, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated July 16, 2020 is hereby incorporated by reference. |
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(9)(c) | | Second Amended Schedule B to the Custody Agreement between the Registrant and The Northern Trust Company dated November 9, 2022 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 7 on Form N-1A dated January 31, 2023 is hereby incorporated by reference. |
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(9)(d) | | Amendment to the Custody Agreement between the Registrant and The Northern Trust Company dated March 8, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 10 on Form N-1A dated March 15, 2024 is hereby incorporated by reference. |
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(9)(e) | | Amended Schedule B to the Custody Agreement between the Registrant and The Northern Trust Company dated June 14, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 13 on Form N-1A dated June 28, 2024 is hereby incorporated by reference. |
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(10)(a) | | Distribution and Servicing Plan Pursuant to Rule 12b-1 which was filed as an Exhibit to Registrant’s Registration Statement on Form N-14 dated May 1, 2024 is hereby incorporated by reference. |
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(10)(b) | | Shareholder Services Plan which was filed as an Exhibit to Registrant’s Registration Statement on Form N-14 dated May 1, 2024 is hereby incorporated by reference. |
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(10)(c) | | Rule 18f-3 Plan which was filed as an Exhibit to Registrant’s Registration Statement on Form N-14 dated May 1, 2024 is hereby incorporated by reference. |
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(11) | | Opinion and Consent of Ropes & Gray LLP regarding the legality of the securities being registered which was filed as an Exhibit to the Registrant’s Registration Statement on Form N-14 dated March 13, 2024, is hereby incorporated by reference. |
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(12)(a) | | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of the Brandes Core Plus Fixed Income Bond Fund into the Brandes Core Plus Fixed Income Bond Fund is filed herewith. |
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(12)(b) | | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of the Brandes Emerging Markets Value Fund into the Brandes Emerging Markets Value Fund is filed herewith. |
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(12)(c) | | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of the Brandes Global Equity Fund into the Brandes Global Equity Fund is filed herewith. |
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(12)(d) | | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of the Brandes International Equity Fund into the Brandes International Equity Fund is filed herewith. |
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(12)(e) | | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of the Brandes International Small Cap Fund into the Brandes International Small Cap Fund is filed herewith. |
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(12)(f) | | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of the Brandes Separately Managed Account Reserve Trust into the Brandes Separately Managed Account Reserve Trust is filed herewith. |
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(12)(g) | | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of the Brandes Small Cap Value Fund into the Brandes Small Cap Value Fund is filed herewith. |
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(12)(h) | | Consent of Ropes & Gray LLP as to filing of tax opinions in connection with the reorganizations of the Funds is filed herewith. |
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(13)(a) | | Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company dated March 3, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated March 10, 2020 is hereby incorporated by reference. |
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(13)(b) | | First Amended Schedule A to the Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company dated July 2, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated July 16, 2020 is hereby incorporated by reference. |
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(13)(c) | | Second Amended Schedule A to the Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company dated November 9, 2022 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 7 on Form N-1A dated January 31, 2023 is hereby incorporated by reference. |
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(13)(d) | | Amended and Restated Transfer Agency and Service Agreement between the Registrant and The Northern Trust Company dated March 8, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 10 on Form N-1A dated March 15, 2024 is hereby incorporated by reference. |
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(13)(e) | | Amended Schedule A to the Amended and Restated Transfer Agency and Service Agreement dated June 14, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 13 on Form N-1A dated June 28, 2024 is hereby incorporated by reference. |
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(13)(f) | | Fund Officer Agreement between the Registrant and Foreside Fund Officer Services, LLC dated March 3, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated April 15, 2020 is hereby incorporated by reference. |
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(13)(g) | | Expense Limitation Agreement between Registrant and Brandes Investment Partners, L.P., on behalf of the Funds advised by Brandes Investment Partners, L.P., dated May 1, 2024 which was filed as an Exhibit to Registrant’s Registration Statement on Form N-14 dated May 1, 2024 is hereby incorporated by reference. |
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(13)(h) | | Fund Administration and Accounting Services Agreement between the Registrant and The Northern Trust Company dated March 3, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated March 10, 2020 is hereby incorporated by reference. |
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(13)(i) | | First Amended Schedule D to the Fund Administration and Accounting Services Agreement between the Registrant and The Northern Trust Company dated July 2, 2020 which was filed as an Exhibit to the Registrant’s Form N-1A dated July 16, 2020 is hereby incorporated by reference. |
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(13)(j) | | Amendment to the Fund Administration and Accounting Services Agreement between the Registrant and The Northern Trust Company dated November 9, 2022 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 7 on Form N-1A dated January 31, 2023 is hereby incorporated by reference. |
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(13)(k) | | Amendment to the Fund Administration and Accounting Services Agreement between the Registrant and The Northern Trust Company dated March 8, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 10 on Form N-1A dated March 15, 2024 is hereby incorporated by reference. |
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(13)(l) | | Amended Schedule A and D to the Amended Fund Administration and Accounting Services Agreement between the Registrant and The Northern Trust Company dated June 14, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 13 on Form N-1A dated June 28, 2024 is hereby incorporated by reference. |
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(13)(m) | | Fund of Funds Investment Agreement between the Registrant and Fidelity Rutland Square Trust II dated June 26, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 15 on Form N-1A dated August 5, 2024 is hereby incorporated by reference. |
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(13)(n) | | Securities Lending Authorization Agreement between the Registrant and The Northern Trust Company dated July 12, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 15 on Form N-1A dated August 5, 2024 is hereby incorporated by reference. |
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(13)(o) | | Investment Advisory Fee Waiver Agreement between the Registration and Brandes Investment Partners, L.P., on behalf Brandes Core Plus Fixed Income Fund, dated May 22, 2024 which was filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 15 on Form N-1A dated August 5, 2024 is hereby incorporated by reference. |
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(14)(a) | | Consent of Independent Registered Public Accounting Firm which was filed as an Exhibit to Registrant’s Registration Statement on Form N-14 dated May 1, 2024 is hereby incorporated by reference. |
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(15) | | Not applicable. |
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(16)(a) | | Power of Attorney for Ryan D. Burns with respect to the filings on Form N-14 which was filed as an Exhibit to the Registrant’s Registration Statement on Form N-14 dated March 13, 2024, is hereby incorporated by reference. |
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(16)(b) | | Power of Attorney for JoAnn S. Lilek with respect to the filings on Form N-14 which was filed as an Exhibit to the Registrant’s Registration Statement on Form N-14 dated March 13, 2024, is hereby incorporated by reference. |
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(16)(c) | | Power of Attorney for Patricia A. Weiland with respect to the filings on Form N-14 which was filed as an Exhibit to the Registrant’s Registration Statement on Form N-14 dated March 13, 2024, is hereby incorporated by reference. |
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(16)(d) | | Power of Attorney for Lloyd A. Wennlund with respect to the filings on Form N-14 which was filed as an Exhibit to the Registrant’s Registration Statement on Form N-14 dated March 13, 2024, is hereby incorporated by reference. |
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(17) | | Form of Proxy Card is included in Part A hereof. |
| | (1) | The undersigned Registrant agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
| | (2) | The undersigned Registrant agrees that every prospectus filed under paragraph (1) above will be filed as a part of an amendment to this registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
| | (3) | The undersigned Registrant agrees to file an opinion of counsel supporting the tax consequences of the proposed reorganization as an amendment to this registration statement within a reasonable time after receipt of such opinion. |
NOTICE
A copy of the Amended and Restated Agreement and Declaration of Trust of Datum One Series Trust is on file with the Secretary of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the relevant series of the Registrant.
SIGNATURES
As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of Chicago in the State of Illinois on the 9th day of August, 2024.
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| Datum One Series Trust |
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| By: | | /s/ Barbara J. Nelligan |
| | Barbara J. Nelligan, President |
As required by the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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| Signature | | Title | | Date |
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/s/ Barbara J. Nelligan Barbara J. Nelligan | | President (Principal Executive Officer) | | August 9, 2024 |
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Ryan D. Burns Ryan D. Burns* | | Trustee | | August 9, 2024 |
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JoAnn S. Lilek JoAnn S. Lilek* | | Trustee | | August 9, 2024 |
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Patricia A. Weiland Patricia A. Weiland* | | Trustee | | August 9, 2024 |
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Lloyd A. Wennlund Lloyd A. Wennlund* | | Trustee | | August 9, 2024 |
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/s/ Tracy L. Dotolo Tracy L. Dotolo | | Treasurer (Principal Financial Officer) | | August 9, 2024 |
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| By: | | /s/ Barbara J. Nelligan |
| | Barbara J. Nelligan, as Attorney-in-Fact |
| * | Pursuant to Power of Attorney |
Exhibit Index
