Preliminary Proxy Statement (Form PRE 14A)

[X]

Preliminary Proxy Statement

[ ]

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ]

Definitive Proxy Statement

[ ]

Definitive Additional Materials

[ ]

Soliciting Material under §240.14a-12

[X]

No fee required.

[ ]

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

[ ]

Fee paid previously with preliminary materials.

[ ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Sincerely,

/s/ Barbara J. Nelligan

Barbara J. Nelligan

President

Datum One Series Trust

By Order of the Board of Trustees,

/s/ Lloyd A. Wennlund

Lloyd A. Wennlund

Chairman of the Board of Trustees

A.

At the Meeting, you will be asked to vote on the following proposal with respect to the Fund, and to transact any other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof: To approve an investment management agreement between the Trust, on behalf of the Fund, and Breckinridge Capital Advisors, Inc. ("Breckinridge" or the "New Adviser") (the "New Agreement").

A.

Brandes Investment Partners, L.P. ("Brandes" or the "Current Adviser") and Breckinridge have agreed, and the Trust's Board of Trustees (the "Board") has approved a change to the Fund's investment adviser to be effective on or about March 31, 2027, contingent upon shareholder approval of the proposed New Agreement. This recommendation is aligned with a broader planned transition of Brandes' fixed income capabilities to Breckinridge, including certain investment personnel managing or supporting this Fund, as discussed below. The investment objective, principal investment strategies, management fee and operating expense ratio of the Fund are not expected to change. Founded in 1993, Breckinridge is a Boston-based, independently owned asset manager focused on delivering high-quality investment management. As of September 30, 2026, Breckinridge managed approximately $54.2 billion in assets. Its fixed-income investment platform includes professionals responsible for portfolio management, research, trading, and performance and risk analysis. Breckinridge manages portfolios for institutional and private clients, including clients served through financial advisers, consultants and family offices.

Effective on or about March 31, 2027, and as discussed below, certain members of the Fund's portfolio managers for the Fund are expected to become employees of Breckinridge. In anticipation of this transition, the Board, including a majority of Trustees who are not "interested persons" of the Trust as that term is defined in the Investment Company Act of 1940 (the "1940 Act"), at a meeting held on September 30, 2026, considered and approved: (i) the termination of the advisory agreement between Brandes and the Trust, on behalf of the Fund, effective on the effective date of the New Agreement and (ii) a new investment advisory agreement between the Trust, on behalf of the Fund, and Breckinridge (the "New Agreement"), pursuant to which Breckinridge would become investment adviser to the Fund, contingent upon shareholder approval. If shareholders approve the New Agreement, it is expected that the Fund's name will be changed to Breckinridge Separately Managed Account Reserve Trust.

A.

You are receiving these proxy materials because you own shares in the Fund and have the right to vote on this very important proposal concerning your investment.

A.

The Fund's investment objective and investment strategy will not change as a result of the approval of the New Agreement, and you will still own the same shares of the Fund. The terms of the New Agreement are similar in all material respects to the previous investment advisory agreement with Brandes. The advisory fee rate will remain the same as under the previous investment advisory agreement and the same expense limitation arrangement will be maintained. If approved by the shareholders, the New Agreement will have an initial two-year term and will be subject to annual renewal thereafter.

A.

The approval of the New Agreement will not increase the Fund's management fee rate of 0% and will not increase the Fund's operating expense ratio. The cost of preparing, printing and mailing the enclosed Proxy Statement and related proxy materials and all other costs incurred in connection with this solicitation of proxies, including any additional solicitation made by mail, telephone, e-mail or in person, will be paid by Brandes.

A.

Timothy M. Doyle, David Gilson and Charles Gramling are the Fund's existing portfolio managers. Following approval of the New Agreement by shareholders, Timonthy M. Doyle and Charles Gramling would be joined by Jeffrey Glenn, Breckinridge's Co-Chief Investment Officer (and formerly Fixed Income Associate Portfolio Manager/Analyst at Brandes), as co-portfolio managers of the Fund.

A.

If shareholders of the Fund do not approve the New Agreement, the Board will take such action, if any, as it deems to be in the best interests of the Fund, which may include liquidation of the Fund.

A.

No.

A.

After careful consideration, the Trustees unanimously recommend that you vote "FOR" the Proposal. Please see "Board Considerations in Approving the New Agreement" for a discussion of the Board's considerations in making its recommendation.

A.

Yes. Your vote is needed to ensure that the Proposal can be acted upon. We encourage all shareholders to participate in the governance of the Fund. Additionally, your immediate response on the enclosed proxy card may help save the costs of any further solicitations.

A.

If you owned shares of the Fund as of the close of business on October 29, 2026 (the "Record Date"), you are entitled to vote.

A.

You can vote in one of four ways:

•By telephone (call the toll-free number listed on your proxy card);

•By Internet (log on to the Internet site listed on your proxy card);

•By mail (using the enclosed postage prepaid envelope); or

•Shareholders as of the Record Date will be able to attend and participate in the shareholder meeting. Please see instructions below. Even if you plan to attend the shareholder meeting, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the shareholder meeting.

A.

Approval of the New Agreement requires the affirmative vote of a "majority of the outstanding voting securities" of the Fund, which, under the 1940 Act means the affirmative vote of the lesser of: (a) 67% or more of the voting securities of the Fund present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of the Fund.

A.

You may revoke your proxy at any time before it is exercised by giving notice of your revocation to the Fund in writing, or by the execution and delivery of a later-dated proxy. You may also revoke your proxy by attending the Meeting, requesting the return of your proxy and voting in person.

A.

For a free copy of the Fund's semi-annual report for the period ended September 30, 2025, and the Fund's annual report for the fiscal year ended March 31, 2026, you may visit the Fund's website at www.brandes.com/funds/regulatory-literature, write to the Fund's transfer agent, The Northern Trust Company, P.O. Box 4766, Chicago, Illinois 60680-4766, or call 1-800-395-3807 (toll free).

A.

If you have questions about the proposal described in the combined Proxy Statement/Prospectus or questions about voting procedures, please call Okapi Partners LLC, the Fund's proxy solicitation firm, toll free at (877) 839-1084. Representatives will be available Monday to Friday, 9 a.m.-9 p.m. ET and Saturday 10 a.m.-4 p.m. ET.

Name

Name and Address

Number of Shares

Percent of Share Class

By Order of the Trustees,

/s/ Lloyd A. Wennlund

Lloyd A. Wennlund

Chairman of the Board of Trustees

1.

Appointment. The Trust hereby appoints the Manager to act as investment manager to the Fund(s) for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. Additional series of the Trust may from time to time be added to those covered by this Agreement by the parties executing a new Schedule A, which shall become effective upon its execution (subject to the approval procedures in Section 12) and shall supersede any Schedule A having an earlier date.

2.

Delivery of Documents. The Trust has furnished the Manager with copies, properly certified or authenticated, of each of the following:

(a)

the Trust's Second Amended and Restated Declaration of Trust, dated February 26, 2026, and any and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the "Declaration of Trust");

(b)

the Trust's By-Laws and any amendments thereto;

(c)

resolutions of the Trust's Board of Trustees (the "Board") authorizing the appointment of the Manager and approving this Agreement;

(d)

the Trust's Notification of Registration on Form N-8A under the 1940 Act, as filed with the Commission, and all amendments thereto; and

(e)

the most recent Prospectus, Summary Prospectus and Statement of Additional Information of the Fund(s), as applicable (such Prospectus, Summary Prospectus and Statement of Additional Information, as presently in effect, and all amendments and supplements thereto, are herein collectively referred to as the "Prospectus").

3.

The Manager's Representations. The Manager represents, warrants and agrees that:

(a)

It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement;

(b)

(i)

It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Manager in order to perform its services contemplated by this Agreement; and

(j)

This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

5.

Plenary Authority of the Board of Trustees. The Manager acknowledges that each Fund is a mutual fund that operates as a series of the Trust under the supervision and direction of the Board.

6.

Management. Subject to the supervision of the Trust's Board, the Manager will provide a continuous investment program for the Fund(s), including investment research and management with respect to all securities and investments and cash equivalents in the Fund(s). The Manager will determine from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect to the Fund(s). The Manager will provide the services under this Agreement in accordance with: (A) the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, as applicable to the Fund(s), and all other applicable federal and state laws and regulations; (B) each Fund's investment objectives, policies, and restrictions as stated in the each Fund's registration statement (including each Fund's Prospectus and Statement of Additional Information); (C) resolutions , instructions and directions of the Trust's Board of Trustees; and (D) the compliance policies and procedures of the Trust and the Compliance Procedures. The Manager further agrees that it:

(a)

Will use the same skill and care in providing such services as it uses in providing services to its other similar accounts for which it has investment responsibilities;

(b)

Will conform with all applicable Rules and Regulations of the Commission under the 1940 Act and, in addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to the investment advisory activities of the Manager;

(c)

Will place or cause to be placed orders for the Fund(s) either directly with the issuer or with such persons, brokers, dealers or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Manager) as may be selected by Manager; provided, however, that such orders shall be consistent with the brokerage policy set forth in the applicable Fund's registration statement, or approved by the Board of the Trust; conform with federal securities laws; and be consistent with seeking best execution. Subject to the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended, the Manager may effect securities transactions which cause the Fund(s) to pay an amount of commission in excess of the amount of commission another broker or dealer would have charged, provided that the Manager determined in good faith that such amount of commission is reasonable in relation to the value of brokerage and research services provided by the broker or dealer utilized by the Manager. However, a brokers or dealer's sale or promotion of each Fund's shares shall not be a factor considered by the Manager or its personnel responsible for selecting brokers or dealers to effect securities transactions on behalf of the Fund(s), nor shall the Manager enter into any agreement or understanding under which it will direct brokerage transactions or revenue generated by those transactions to brokers or dealers to pay for distribution of each Fund's shares. In no instance will portfolio securities be purchased from or sold to the Trust's principal underwriter, the Manager, or any affiliated person of the Trust, the Trust's principal underwriter, or the Manager, except to the extent permitted by the 1940 Act and the Commission;

(d)

Will use its best efforts to assist the Trust in connection with the Trust's compliance with the Federal securities laws, as such term is defined in Rule 38a-1 under the 1940 Act, ("Federal Securities Laws"), including, without limitation and upon reasonable request, providing the Chief Compliance Officer of the Trust with:

(i)

Compliance Procedures, as may be amended from time to time (including prompt notice of any material changes relating to the Fund thereto);

(ii)

a summary of the Compliance Procedures in connection with the annual review thereof by the Trust;

(iii)

upon request, a certificate of the chief compliance officer of the Manager to the effect that the policies and procedures of the Manager are reasonably designed to prevent violation of the Federal Securities Laws;

(iv)

direct access to the Manager's chief compliance officer, as reasonably requested by the Chief Compliance Officer of the Trust;

(v)

a completed quarterly informational questionnaire regarding the Manager's compliance program; and

(vi)

quarterly certifications indicating whether there were Material Compliance Matters (as that term is defined by Rule 38a-1) that arose under the compliance policies and procedures of the Trust and/or Compliance Procedures in such detail as may be reasonably requested by the Chief Compliance Officer of the Trust.

(e)

Shall provide pricing and valuation information at the request of the Trust from time to time with respect to particular securities it has purchased for each Fund if the Trust has determined that such pricing and valuation information is not otherwise reasonably available to it through standard pricing services. In the event that the Manager believes a valuation provided by a pricing service for a security it has purchased for a Fund is materially inaccurate, the Manager agrees to promptly notify the Trust.

(f)

Will from time to time at the request of the Trust:

(i)

meet, either in person or via teleconference, with such other persons as the Trust may designate, including the Board or outside legal counsel to the Trust, on reasonable notice and at reasonable times and locations, to discuss general economic conditions, performance, investment strategy and other matters relating to the Fund(s); and/or

(ii)

provide written materials to the Trust, including the Board, on reasonable notice, discussing general economic conditions, performance, investment strategy and other matters relating to each Fund.

(h)

Will maintain all books and records with respect to the securities transactions of the Fund(s) and will furnish the Trust's Board of Trustees with such periodic and special reports as the Board may reasonably request; and

(i)

Will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and the Fund(s), including each Fund's prior, present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Chief Compliance Officer of the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Manager may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. For the avoidance of doubt, the performance of the Fund(s) and related portfolio holdings shall not be treated as confidential. However, publication and distribution of such portfolio holdings must comply with the 1940 Act and other applicable laws and the Fund's policies with respect to the disclosure of portfolio holdings. To the extent permitted under applicable law, performance and portfolio holdings may be used by the Manager to market the related strategy and/or to be combined in a performance composite.

7.

Certain Ongoing Certification(s). As requested, the Manager shall timely provide to the Fund (i) information and commentary for the Fund's annual and semi-annual reports, registration statements and other disclosure documents, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Fund, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to the Manager's management of the Fund in order to support the Fund's regulatory filings and other disclosure documents, and the Fund's Principal Executive Officer's and Principal Financial Officer's certifications under Rule 30a-2 under the 1940 Act, thereon; and (ii) a quarterly sub-certification with respect to compliance matters related to the Manager and the Manager's management of the Fund, in a format reasonably requested by the Chief Compliance Officer of the Fund, as it may be amended from time to time.

8.

Services Not Exclusive. The investment management services furnished by the Manager hereunder are not to be deemed exclusive, and the Manager shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.

(a)

Aggregation of Trades. On occasions when the Manager deems the purchase or sale of a security or other asset to be in the best interest of a Fund as well as other clients of the Manager, the Manager, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other asset to be sold or purchased in order to seek best execution. In such event, Manager will make allocation of the securities or other asset so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Manager considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

9.

Expenses. During the term of this Agreement, the Manager will pay all expenses incurred by it in connection with its activities under this Agreement. Specifically, but not intended as an exhaustive list, the Manager will pay the expenses of printing and distributing copies of a Fund's prospectus, statement of additional information and sales and advertising materials (but not the legal, auditing or accounting fees attendant thereto) to prospective investors (but not to existing shareholders) to the extent such expenses are not covered by any applicable plan adopted pursuant to Rule 12b-1 under the 1940 Act (each, a "12b-1 Plan"); the costs of any special Board meetings or shareholder meetings convened for the primary benefit of, and requested by, the Manager; and any costs of liquidating or reorganizing the Fund(s) if the liquidation or reorganization is made at the request of the Manager (unless such cost is otherwise allocated by the Board).

10.

Compensation. For the services provided and the expenses assumed pursuant to this Agreement, the Fund(s) will pay the Manager and the Manager will accept as full compensation therefor a fee as set forth on Schedule A hereto. The obligation of the Fund(s) to pay the above-described fee to the Manager will begin as of the effective date of this Agreement listed on Schedule A hereto with respect to each Fund. The fee attributable to a Fund shall be the obligation of that particular Fund and not of any other Fund or any other series of the Trust.

11.

Liability; Standard of Care.

(g)

Except as otherwise provided in this Agreement, each party to this Agreement (as an "Indemnifying Party") shall indemnify and hold harmless the other party and the shareholders, directors, officers and employees of the other parties (any such person, an "Indemnified Party") against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable legal counsel fees incurred in connection therewith) arising out of the Indemnifying Party's performance or nonperformance of any duties under this Agreement, provided, however, that indemnification shall not be paid hereunder with respect to any matter to the extent to which the loss, liability, claim, damage or expense was caused by the Indemnified Party's willful misfeasance, bad faith or negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Manager shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage or expense of such Indemnified Party was attributable to (i) the Manager's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or reckless disregard of the Manager's obligations or duties hereunder; (ii) any untrue statement of a material fact contained in the registration statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund or the omission to state therein a material fact known to Manager which was required to be stated therein or necessary to make the statements therein not misleading and was made in reliance upon written information furnished by Manager for use therein; or (iii) any violation of federal or state statutes or regulations by the Manager.

(i)

The provisions of Sections 11(g) and (h) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

12.

Duration and Termination. This Agreement will become effective with respect to each Fund listed on Schedule A as of the effective date listed on Schedule A with respect to each Fund, provided that the Agreement shall have been approved by vote of a majority of the outstanding voting securities of such Fund and approved by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, in accordance with the requirements under the 1940 Act, and, unless sooner terminated as provided herein, shall continue in effect for a two-year period from the effective date for a Fund. Thereafter, if not terminated, this Agreement shall continue in effect for successive one-year terms, provided that such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of the outstanding voting securities of such Fund. Notwithstanding the foregoing, this Agreement may be terminated as to a particular Fund at any time (i) on 60 days' written notice or (ii) upon material breach by a party of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach, in each case without the payment of any penalty, by the Trust (by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of such Fund) or by the Manager. The Trust may terminate this Agreement immediately if, in the reasonable judgment of the Trust, the Manager becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of the Manager or other circumstances that could adversely affect the Fund. This Agreement will immediately terminate in the event of its assignment. As used in this Agreement, the terms "majority of the outstanding voting securities," "interested persons," and "assignment" shall have the same meanings as ascribed to such terms in the 1940 Act.

13.

Use of Name. The Trust and the Manager acknowledge that all rights to the name "DATUM ONE SERIES TRUST" or any variation thereof belong to the Trust. The Trust and the Manager acknowledge that all rights to the name "BRECKINRIDGE" or any variations thereof belong to the Manager and that the Trust is being granted a limited license to use "BRECKINRIDGE" in the name of the Fund(s) or in the name of any class of shares of the Fund(s). In the event that the Manager ceases to be a manager to a Fund, the Fund's right to the use of the name "BRECKINRIDGE" shall automatically cease on the ninetieth (90^th) day following the termination of this Agreement. The right to "BRECKINRIDGE" may also be withdrawn by the Manager during the term of this Agreement upon ninety (90) days' written notice by the Manager to the Trust. Nothing contained herein shall impair or diminish in any respect the Manager's right to use the name "Breckinridge" in the name of, or in connection with, any other business enterprises with which the Manager is or may become associated. There is no charge to the Fund(s) or the Trust for the right to use this name.

14.

Confidentiality. Without the prior written consent of the other party, neither party shall disclose Confidential Information (as defined below) of the other party received in connection with the services provided under this Agreement, except as expressly permitted by this Section 14. The party receiving Confidential Information (the "Receiving Party") shall use the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, to protect the confidentiality and security of the Confidential Information of the party disclosing such information (the "Disclosing Party").

15.

Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager hereby agrees that all records which it maintains for the Fund(s) are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust's request. Notwithstanding the foregoing, the Manager may retain copies of any and all records necessary to comply with applicable law and regulations. The Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

(a)

The Manager will provide all services necessary to maintain complete records relating to the portfolio transactions of the Fund(s) implemented by the Manager. On each business day, the Manager shall provide to the Fund's custodian and the Fund's administrator information relating to all transactions concerning the Fund's assets and shall provide the Board with such information upon the Board's request.

(b)

The Manager shall provide to the Trust, on a monthly, quarterly or such other basis as the Trust and the Manager may agree, statements of the investment portfolio of the Fund(s) as soon as reasonably possible following the completion of each reporting period together with all such additional information (including, without limitation, information as to illiquid assets, related issuers and debentures secured by real estate) requested by the Trust to determine compliance with the investment objectives of the Fund(s).

(c)

The Manager shall review on a regular basis and, for periods following the effective date set forth in Schedule A hereto for each Fund, certify semi-annually to the Trust that all provisions of a Fund's registration statement, including the investment objectives of each Fund, have been complied with by the Manager.

(d)

Representatives of the Manager will meet with the Board, on a quarterly basis, or as requested by the Board, to discuss the investment philosophy and investment policy of the Fund(s) and to report on past results.

(e)

The Manager agrees that the Trust and their respective agents, auditors and representatives shall be entitled to examine all records maintained by or on behalf of the Manager with respect its services as provided for under this Agreement.

(f)

Upon termination of this Agreement, or upon request by the Trust, the Manager shall forthwith deliver to the Trust all records, documents and books of account in respect of the Fund(s), which are in the possession or control of the Manager and relate directly or indirectly to the performance by the Manager of its obligations under this Agreement; provided, however, that the Manager may retain notarial or other copies of such records, documents and books of accounts.

17.

Anti-Money Laundering Compliance. The Manager acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, "AML Laws"), the Trust has adopted an Anti-Money Laundering Policy. The Manager agrees to cooperate with the Trust in connection with the Trust's compliance with the Trust's Anti-Money Laundering Policy and the AML Laws by providing the Trust and/or each Fund's administrator such reports, certifications and contractual assurances as may be reasonably requested upon reasonable notice by the Trust in order for the Trust and each Fund's administrator to fulfill its obligations under the AML Laws provided that nothing herein shall impose any obligation on the Manager to provide any reports, certifications or assurances with respect to the beneficial owners of the Trust. The Trust may disclose information regarding the Manager to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by applicable law or regulation.

18.

Certifications; Disclosure Controls and Procedures. The Manager acknowledges that, in compliance with the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the implementing regulations promulgated thereunder, the Trust and each Fund are required to make certain certifications and have adopted disclosure controls and procedures. To the extent reasonably requested by the Trust, the Manager agrees to use its commercially reasonable efforts to assist the Trust and each Fund in complying with the Sarbanes-Oxley Act and implementing the Trust's disclosure controls and procedures. The Manager agrees to inform the Trust of any material development related to the services it provides to a Fund that the Manager reasonably believes is relevant to the Fund's certification obligations under the Sarbanes-Oxley Act.

19.

Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, and no amendment of this Agreement shall be effective until approved by the Trust's Board of Trustees, including a majority of the trustees who are not interested persons of the Manager or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the 1940 Act by the Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the Fund to which the amendment relates.

20.

Notification. The Manager agrees that it will provide prompt notice to the Trust about material changes in the employment status of key investment management personnel involved in the management of the Fund(s),

material changes in the investment process used to manage the Fund(s), any changes in senior management and material changes in operations or ownership of the Manager.

21.

Notices. Notices and other communications required or permitted under this Agreement shall be in writing, shall be deemed to be effectively delivered when actually received, and may be delivered by U.S. mail (first class, postage prepaid), by facsimile transmission, by hand or by commercial overnight delivery service, addressed as follows:

22.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

23.

Governing Law. This Agreement shall be governed by and its provisions shall be construed in accordance with the laws of the State of Illinois. All actions arising from or related to this Agreement shall be brought in the state and federal courts sitting in the City of Chicago, and the parties hereby submit themselves to the exclusive jurisdiction of those courts.

24.

Forum for Adjudication of Disputes. Any legal action or proceeding with respect to this Agreement or the services provided hereunder or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns may be brought and determined in the state courts of the State of Illinois, and each party hereto submits with regard to any action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

25.

Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. Notwithstanding the foregoing sentence, if any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the parties shall immediately negotiate in good faith in order to agree upon a new provision which is either (i) the economic equivalent of the invalid provision or (ii) acceptable to the party adversely affected by the invalidity of the prior provision.

26.

Limitation of Shareholder and Trustee Liability. This Agreement is executed by or on behalf of the Trust with respect to the Fund(s) and the obligations hereunder are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the Fund to which such obligations pertain and the assets and property of such Fund. The Manager agrees that in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Fund to which the Manager's rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of any Fund or other series of the Trust, nor to the assets of any other series of the Trust.

27.

No Third-Party Beneficiaries. No shareholder or any person other than the Fund and the Manager is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any shareholder or person other than the Fund(s) in question (including without limitation any shareholder in any Fund) any direct, indirect, derivative or other rights against the Manager, or (ii) create or give rise to any duty or obligation on the part of the Manager (including without limitation any fiduciary duty) to any shareholder or person other than the Fund, all of which rights, benefits, duties and obligations are hereby expressly excluded.

28.

Miscellaneous. A copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed by the Trust on behalf of the Fund(s) by an officer of the Trust as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Fund(s), as set forth in Section 26 hereof.

DATUM ONE SERIES TRUST

By:

Name: Barbara J. Nelligan

Title: President

BRECKINRIDGE CAPITAL ADVISORS INC.

By:

Name: Anthony Greco

Title: President and Chief Operating Officer

Name of Fund

Compensation*

Effective Date

Breckinridge Separately Managed Account Reserve Trust

0.00%

On or about March 31, 2027 / Date Breckinridge begins managing this fund

DATUM ONE SERIES TRUST

By:

Name: Barbara J. Nelligan

Title: President

BRECKINRIDGE CAPITAL ADVISORS INC.

By:

Name: Anthony Greco

Title: President and Chief Operating Officer

*

All fees are computed daily and paid monthly.