Exhibit (11)
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 | | ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM | | |
July 14, 2023
JOHCM Funds Trust
53 State Street, 13th Floor
Boston, Massachusetts 02109
Re: Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund
Ladies and Gentlemen:
We are furnishing this opinion in connection with the Registration Statement on Form N-14 (the “Registration Statement”) filed under the Securities Act of 1933, as amended, by JOHCM Funds Trust (the “Trust”), relating to the reorganization of Trillium ESG Global Equity Fund (the “Target Global Equity Fund”), a series of Professionally Managed Portfolios (“PMP”), with and into Trillium ESG Global Equity Fund (the “Acquiring Global Equity Fund”), a series of the Trust, and the reorganization of Trillium ESG Small/Mid Cap Fund (the “Target SMID Fund”), a series of PMP, with and into Trillium ESG Small/Mid Cap Fund (the “Acquiring SMID Fund”), a series of the Trust, each as described in the Registration Statement (the “Shares”).
We have acted as counsel for the Trust since its organization. We are familiar with the actions taken by its Trustees to authorize this issuance of the Shares. We have examined its records of Trustee actions, its Amended and Restated Bylaws, and its Amended and Restated Agreement and Declaration of Trust on file at the office of the Secretary of The Commonwealth of Massachusetts. We have examined copies of the Registration Statement, in the form filed here with the Securities and Exchange Commission, and such other documents as we deem necessary for the purpose of this opinion. This opinion is given with respect to Massachusetts law, which governs the organization of, and the issuance of shares by, the Trust and its series.
We assume that upon sale of the Shares the Trust will receive the net asset value thereof.
We are of the opinion, with respect to the Acquiring Global Equity Fund and the Acquiring SMID Fund (together the “Acquiring Funds”), that the Trust is authorized to issue an unlimited number of Shares of the Acquiring Funds; and that when the Shares are issued and sold in accordance with the Registration Statement, they will be validly issued, fully paid and, except as described in the following paragraph, nonassessable by the Trust.
The Trust is an entity of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Amended and Restated Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that a notice
of such disclaimer be given in each note, bond, contract, instrument, certificate or undertaking executed on behalf of the Trust by any Trustee, officer, employee or agent of the Trust. The Amended and Restated Agreement and Declaration of Trust provides for indemnification out of the property of a portfolio series of the Trust for all loss and expense of any shareholder of the portfolio series held personally liable solely by reason of his being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the portfolio series itself would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Ropes & Gray LLP
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