POS EX 1 northsquareposex.htm POS EX NORTH SQUARE (STADION) Document

As filed with the Securities and Exchange Commission on June 15, 2021

                                Securities Act File No. 333-252522



U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___Post-Effective Amendment No. 1
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) (Zip Code)
Registrant’s Telephone Number, including Area Code: (313) 857-2160

Alan E. Molotsky, Esq.
North Square Investments Trust
10 South LaSalle Street, Suite 1925
Chicago, IL 60603
(Name and Address of Agent for Service)
Copies of all communications to:
Robert M. Kurucza, Esq.
Seward & Kissel LLP
901 K Street, N.W.
Suite 800
Washington, D.C. 20001



No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of securities.

It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.





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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-14 (File No. 333-252522) consists of the following:

Cover Sheet
Contents of the Registration Statement
1.Part A—The definitive Proxy Statement/Prospectus as filed on March 25, 2021 pursuant to Rule 497 under the Securities Act of 1933 is incorporated herein by reference.
2.Part B—The definitive Statement of Additional Information as filed on March 25, 2021 pursuant to Rule 497 under the Securities Act of 1933 is incorporated herein by reference.
3.Part C—Other Information.
Signature Page
Exhibits—The filing is being made solely for the purpose of adding Exhibit 12 to the Registrant's Registration Statement on Form N-14 (File No. 333-252522).






PART C
OTHER INFORMATION
 

ITEM 15.Indemnification
Reference is made to Article VII of the Registrant’s Declaration of Trust (previously filed with the Registration Statement on Form N-1A (File No. 333-226989) on August 24, 2018), and Paragraph 7 of the Distribution Agreement (previously filed with the Registration Statement on Form N-14 (File No. 333-227320) on September 13, 2018). 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 16.Exhibits




(5)Not Applicable.
(6)(a)
(6)(b)
(6)(c)
(6)(d)
(7)(a)
(7)(b)
(7)(c)
(8)Not Applicable.
(9)(a)
(9)(b)
(9)(c)
(9)(d)
(9)(e)
(10)(a)



(10)(b)
(10)(c)
(10)(d)
(10)(e)
(10)(f)
(10)(g)
(11)
(12)
(13)(a)
(13)(b)
(13)(c)
(13)(d)
(13)(e)
(13)(f)



(13)(g)
(13)(h)
(13)(i)
(13)(j)
(13)(k)
(13)(l)
(13)(m)
(13)(n)
(13)(o)
(13)(p)
(14)
(15)Not Applicable.
(16)

(17)Additional Exhibits – Not Applicable.





ITEM 17.Undertakings

(1)
The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for re-offerings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form.
 
(2)The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.
(3)The undersigned Registrant undertakes to file an opinion of counsel supporting the tax consequences to shareholders discussed in the Proxy/Prospectus in a post-effective amendment to this Registration Statement.





SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 to be signed below on its behalf by the undersigned, duly authorized, in the City of Chicago in the State of Illinois on the 15th day of June, 2021.

North Square Investments Trust

By: /s/ Mark D. Goodwin    
Mark D. Goodwin, President

As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated:





Signature
Title
Date
 
 
 
/s/ Mark D. Goodwin
President, Principal Executive
June 15, 2021
Mark D. Goodwin
Officer and Trustee
 
 
 
 
David B. Boon*
Trustee
June 15, 2021
David B. Boon
 
 
 
 
 
Donald J. Herrema*
Trustee
June 15, 2021
Donald J. Herrema
 
 
 
 
 
Catherine A. Zaharis*
Trustee
June 15, 2021
Catherine A. Zaharis
 
 
 
 
 
/s/ Alan E. Molotsky
Treasurer and Principal Financial and Accounting Officer
June 15, 2021
Alan E. Molotsky

 
 
 
 
By: /s/ Mark D. Goodwin
 
June 15, 2021
Mark D. Goodwin
Attorney-in-Fact
(Pursuant to Powers of Attorney)




Exhibit List