JOHCM Funds Trust POS EX Additional exhibits for listing

As filed with the Securities and Exchange Commission On November 21, 2023

Securities Act Registration No. 333-273247

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. 1	☒

JOHCM FUNDS TRUST

(Exact Name of Registrant as Specified in Charter)

53 State Street, 13^th Floor

Boston, Massachusetts 02109

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (617) 933-0712

Mary Lomasney

53 State Street, 13^th 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. 1 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 pursuant to Rule 497(b) on August 16, 2023. This Post-Effective Amendment No. 1 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.

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. 4 to the Amended and Restated Agreement and Declaration of Trust.2
(2)	Amended and Restated Bylaws.1
(3)	Not applicable.
(4)	(a)   Agreement and Plan of Reorganization relating to Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund (each a “Fund” and together, the “Funds”).3
(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 Agreement between registrant (“Registrant” or “Trust”) and JOHCM (USA) Inc (“JOHCM USA”), dated January 23, 2023.4 (i) Amended and Restated Schedules A and B to the Investment Advisory Agreement for the Trust adding the Funds.5 (b)   Sub-Advisory Agreement between JOHCM USA and Trillium Asset Management, LLC (“Trillium”), dated June 15, 2023.6
(7)	Underwriting Contracts.
	(a)   Distribution Agreement between Registrant and JOHCM Funds Distributors, LLC.7 (i) Second Amendment to the Distribution Agreement for the Trust adding the Funds.6 (ii)  Third Amendment to the Distribution Agreement between the Registrant and Perpetual Americas Funds Distributors, LLC.5
(8)	Not applicable.
(9)	Custodial Agreements.
	(a)   Custody Agreement between Registrant and The Northern Trust Company (“Northern Trust”).8 (i) Amendment to the Custody Agreement for the Trust, adding the Funds.6
(10)	Distribution Agreements.
	(a)   Distribution and Servicing Plan Pursuant to Rule 12b-1.1 (i) Amended and Restated Schedule A to the Distribution Plan Pursuant to Rule 12b-1 adding the Funds.6
	(b)��  Multiple Class Plan Pursuant to Rule 18f-3.1 (i) Amended Schedule A to the Multiple Class Plan pursuant to Rule 18f-3 adding the Funds.6
(11)	Opinion and Consent of Ropes & Gray LLP regarding the legality of the securities being registered.9
(12)	Opinion of Ropes & Gray LLP with respect to tax matters – filed herewith.
(13)	Other Material Contracts.
	(a)   Transfer Agency and Service Agreement between Registrant and Northern Trust.8 (i) Amendment to the Transfer Agency and Service Agreement for the Trust adding the Funds.6
	(b)   Fund Administration and Accounting Services Agreement between Registrant and Northern Trust.8 (i) Amendment to the Fund Administration and Accounting Services Agreement for the Trust adding the Funds.6
	(c)   Amended and Restated Expense Limitation Agreement between the Registrant and JOHCM USA.5
	(d)   Shareholder Services, Recordkeeping and Sub-Transfer Agency Services Agreement between the Trust and JOHCM USA.10 (i) Amended and Restated Schedule A to the Shareholder Services, Recordkeeping and Sub-Transfer Agency Services Agreement adding the Funds.6

	(e)   Administration and Compliance Services Agreement between the Trust and JOHCM USA.10 (i) Amendment No. 1 to the Administration and Compliances Services Agreement.11 (ii)  Amended and Restated Schedule A to the Administration and Compliance Services Agreement adding the Funds.6
	(f)   Fund PFO/Treasurer Agreement between the Trust and Foreside Fund Officers, LLC.12 (i) Third Amendment to the PFO/Treasurer Agreement adding the Funds.6
	(g)   Fund of Funds Investment Agreement between Registrant and Fidelity Rutland Square Trust II.12
(14)	Consent of Independent Registered Public Accounting Firm.9
(15)	Not applicable.
(16)	Powers of Attorney.
	(a)   Power of Attorney for Joseph P. Gennaco, David Lane, Barbara A. McCann, Kevin J. McKenna, and Beth K. Werths with respect to filings on Form N-14.9
	(b)   Power of Attorney for Jonathan Weitz with respect to filings on Form N-14.9
	(c)   Power of Attorney for Troy Sheets with respect to filings on Form N-14.9
(17)	Form of Proxy Card(s).
	(a)   Form of Trillium ESG Global Equity Fund Proxy Card.9
	(b)   Form of Trillium ESG Small/Mid Cap Proxy Card.9

¹  Previously filed as an Exhibit to Registrant’s Pre-Effective Amendment No. 1 to its Registration Statement on Form N-1A, as filed with the Securities and Exchange Commission on January 26, 2021.

² Previously filed as an Exhibit to Registrant’s Post-Effective Amendment No. 14 to its Registration Statement on Form N-1A, as filed with the Securities and Exchange Commission on May 30, 2023.

³ Previously filed as Appendix A to the Combined Proxy Statement/Prospectus contained in the Registrant’s Registration Statement on Form N-14, as filed with the Securities and Exchange Commission on July 14, 2023.

⁴  Previously filed as an Exhibit to Registrant’s Post-Effective Amendment No. 11 to its Registration Statement on Form N-1A, as filed with the Securities and Exchange Commission on January 27, 2023.

⁵  Previously filed as an Exhibit to Registrant’s Post-Effective Amendment No. 16 to its Registration Statement on Form N-1A, as filed with the Securities and Exchange Commission on October 30, 2023.

⁶  Previously filed as an Exhibit to the Registrant’s Post-Effective Amendment No. 15 to its Registration Statement on Form N-1A, filed August 14, 2023.

⁷ Previously filed as an Exhibit to Registrant’s Registration Statement on Form N-14, as filed with the Securities and Exchange Commission on October 25, 2021.

⁸  Previously filed as an Exhibit to Registrant’s Registration Statement on Form N-14, as filed with the Securities and Exchange Commission on September 24, 2021.

⁹  Previously filed as an Exhibit to Registrant’s Registration Statement on Form N-14, as filed with the Securities and Exchange Commission on July 14, 2023.

¹⁰ Previously filed as an Exhibit to the Registrant’s Pre-Effective Amendment No. 2 to its Registration Statement on Form N-1A, filed February 12, 2021.

¹¹ Previously filed as an Exhibit to Registrant’s Post-Effective Amendment No. 4 to its Registration Statement on Form N-1A, filed October 22, 2021.

¹²  Previously filed as an Exhibit to Registrant’s Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A, as filed with the Securities and Exchange Commission on January 28, 2022.

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 21st day of November, 2023.

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 Jonathan Weitz	President and Chief Executive Officer	November 21, 2023
/s/ Troy Sheets Troy Sheets*	Treasurer, Chief Financial Officer and Principal Accounting Officer	November 21, 2023
/s/ Joseph P. Gennaco Joseph P. Gennaco*	Trustee	November 21, 2023
/s/ Barbara A. McCann Barbara A. McCann*	Trustee	November 21, 2023
/s/ Kevin J. McKenna Kevin J. McKenna*	Trustee	November 21, 2023
/s/ Beth K. Werths Beth K. Werths*	Trustee	November 21, 2023

* By:	/s/Jonathan Weitz
	Jonathan Weitz, as Attorney-in-Fact
	Date: November 21, 2023

Exhibit Index

(1) Opinion of Ropes & Gray with respect to tax matters. Exhibit (12)