Securities Act Registration No. 333-253153
As filed with the Securities and Exchange Commission On October 15, 2021
UNITED STATES
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. 2 | ☒ |
JOHCM FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
53 State Street, 13th Floor
Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (617) 933-0712
Mary Lomasney
53 State Street, 13th Floor
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
With copy to:
George Raine, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
It is proposed that this filing will become effective immediately.
An indefinite amount of the Registrant’s securities have been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. In reliance upon such Rule, no filing fee is paid at this time.
Explanatory Note
This Post-Effective Amendment No. 2 to the JOHCM Funds 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 on April 1, 2021. 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.
PART C
OTHER INFORMATION
Item 15. Indemnification.
Reference is made to Article VIII, sections 1 through 3, of the Registrant’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”), which is incorporated by reference herein. In addition, the Registrant maintains a trustees and officers liability insurance policy under which the Registrant and its trustees and officers are named insureds. Certain service providers to the Registrant also have contractually agreed to indemnify and hold harmless the trustees against liability arising in connection with the service provider’s performance of services under the relevant agreement.
The Registrant also agreed to contractually indemnify each trustee. The agreement between the Registrant and each trustee, in addition to delineating certain procedural aspects relating to indemnification and advancement of expenses to the fullest extent permitted by the Declaration of Trust and Amended and Restated Bylaws (the “Bylaws”) and the laws of The Commonwealth of Massachusetts, the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, as now or hereafter in force, provides that the Registrant shall indemnify and hold harmless a trustee against any and all expenses actually and reasonably incurred by the trustee in any proceeding arising out of or in connection with the trustee’s service to the Trust, unless the trustee has been adjudicated in a final adjudication on the merits to have engaged in certain disabling conduct.
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended, may be permitted to directors, 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 the Securities Act of 1933, as amended, 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 director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, 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 Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
| (1) | Amended and Restated Agreement and Declaration of Trust.1 | |||
| (a) | Amendment No. 1 to the Amended and Restated Agreement and Declaration of Trust.2 | |||
| (b) | Amendment No. 2 to the Amended and Restated Agreement and Declaration of Trust.3 | |||
| (2) | ||||
| (3) | Not applicable. | |||
| (4) | (a) | Agreement and Plan of Reorganization relating to JOHCM Credit Income Fund, JOHCM Emerging Markets Opportunities Fund, JOHCM Emerging Markets Small Mid Cap Equity Fund, JOHCM Global Income Builder Fund, JOHCM Global Select Fund, JOHCM International Opportunities Fund, JOHCM International Select Fund, and JOHCM International Small Cap Equity Fund (the “Funds”). 4 | ||
| (5) | Instruments Defining Rights of Security Holder. None other than in the Declaration of Trust and Bylaws of the Registrant. | |||
| (6) | Investment Advisory Contracts. | |||
| (a) | Investment Advisory Contract between registrant (“Registrant” or “Trust”) and JOHCM (USA) Inc. (“JOHCM USA”) dated January 8, 2021.1 | |||
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
| 6 |
| * | To be filed by amendment. |
Item 17. Undertakings
| 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, 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 that is filed under paragraph (1) above will be filed as a 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, 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. |
NOTICE
A copy of the Declaration of JOHCM Funds Trust, together with all amendments thereto, is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trust by an officer or Trustee of the Trust in his or her capacity as an officer or Trustee of the Trust and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or officers of the Trust or shareholders of any series of the Trust individually but are binding only upon the assets and property of the Trust or the respective series.
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of Boston, Commonwealth of Massachusetts on the 15th day of October, 2021.
| JOHCM Funds Trust | ||
| By: | /s/ Jonathan Weitz | |
Jonathan Weitz President and Chief Executive Officer | ||
As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Capacity | Date | ||
/s/ Jonathan Weitz | President and Chief Executive Officer | October 15, 2021 | ||
| Jonathan Weitz | ||||
/s/ Troy Sheets | Treasurer, Chief Financial Officer and Principal Accounting Officer | October 15, 2021 | ||
| Troy Sheets* | ||||
/s/ Joseph P. Gennaco | Trustee | October 15, 2021 | ||
| Joseph P. Gennaco* | ||||
/s/ Barbara A. McCann | Trustee | October 15, 2021 | ||
| Barbara A. McCann* | ||||
/s/ Kevin J. McKenna | Trustee | October 15, 2021 | ||
| Kevin J. McKenna* | ||||
/s/ Beth K. Werths | Trustee | October 15, 2021 | ||
| Beth K. Werths* | ||||
/s/ Nicholas Good | Trustee | October 15, 2021 | ||
| Nicholas Good* | ||||
| * By: | /s/ Jonathan Weitz | |
| Jonathan Weitz, as Attorney-in-Fact | ||
| Date: October 15, 2021 | ||
Exhibit Index
| 12 (a) | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of JOHCM Credit Income Fund into JOHCM Credit Income Fund | |
| 12 (b) | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of JOHCM Emerging Markets Opportunities Fund into JOHCM Emerging Markets Opportunities Fund | |
| 12 (c) | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of JOHCM Emerging Markets Small Mid Cap Equity Fund into JOHCM Emerging Markets Small Mid Cap Equity Fund | |
| 12 (d) | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of JOHCM Global Equity Fund into JOHCM Global Select Fund | |
| 12 (e) | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of JOHCM Global Income Builder Fund into JOHCM Global Income Builder Fund | |
| 12 (f) | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of JOHCM International Opportunities Fund into JOHCM International Opportunities Fund | |
| 12 (g) | Opinion of Ropes & Gray LLP with respect to tax matters in connection with the reorganization of JOHCM International Select Fund into JOHCM International Select Fund | |
| 12 (h) | Consent of Ropes & Gray LLP as to filing of tax opinions in connection with the reorganizations of the Funds | |
