PERPETUAL AMERICAS FUNDS TRUST SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • January 29th, 2024 • JOHCM Funds Trust • Massachusetts
This SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, on this 1st day of February, 2024, by the Trustees hereunder and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amends and restates the Amended and Restated Agreement and Declaration of Trust made at Boston, Massachusetts on the 4th day of December, 2020, for the purposes of renaming the Trust Perpetual Americas Funds Trust and making such other changes as the Trustees deemed necessary.
AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • January 29th, 2024 • JOHCM Funds Trust • Delaware
are not authorized to make any representations concerning Shares of any Fund except such representations as are contained in the Prospectus and in such supplemental written information that the Fund or the Distributor (acting on behalf of the Fund) may provide to you with respect to a Fund. All orders that are accepted for the purchase of Shares shall be executed at the next determined public offering price per share (i.e., the net asset value per share plus the applicable sales load, if any) and all orders for the redemption of Shares shall be executed at the next determined net asset value per share and subject to any applicable redemption fee or contingent deferred sales load, in each case as described in the Prospectus.
JOHCM FUNDS TRUST AGREEMENT AND DECLARATION OF TRUSTTrust Agreement • November 2nd, 2020 • JOHCM Funds Trust • Massachusetts
This AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, on this 27th day of October, 2020, by the Trustees hereunder and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided.
CUSTODY AGREEMENTCustody Agreement • January 29th, 2024 • JOHCM Funds Trust • Illinois
AGREEMENT dated as of July 16, 2021, between JOHCM FUNDS TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), having its principal office and place of business at 53 State Street, Boston, MA, 02109, on behalf of each series of the Trust listed on Schedule B hereto, as it may be amended from time to time (each, a “Fund” and, collectively, the “Funds”), separately and not jointly, and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.
TRANSFER AGENCY AND SERVICES AGREEMENT BETWEEN JOHCM FUNDS TRUST AND THE NORTHERN TRUST COMPANYTransfer Agency and Services Agreement • October 25th, 2021 • JOHCM Funds Trust • Illinois
AGREEMENT made as of this 16th day of July, 2021 (this “Agreement”), by and between JOHCM Funds Trust, a business trust organized under the laws of the Commonwealth of Massachusetts, with its principal place of business at 53 State Street, 13th Floor, Boston, MA, 02109 (the “Trust”), acting on its own behalf and on behalf of each of its series listed in Schedule A hereto, as it may be amended from time to time (each, a “Fund”, and collectively as the “Funds”), and THE NORTHERN TRUST COMPANY, a Illinois State Bank having its principal office and place of business at 50 S. LaSalle Street, Chicago, Illinois 60603 (the “Transfer Agent”).
AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT BETWEEN JOHCM (USA) INC AND THOMPSON, SIEGEL & WALMSLEY LLCInvestment Subadvisory Agreement • January 29th, 2024 • JOHCM Funds Trust • Massachusetts
This Amended and Restated Investment Subadvisory Agreement (this “Agreement”), dated the 1st day of February 2024, between JOHCM (USA) Inc, a Delaware corporation (the “Adviser”) and Thompson, Siegel & Walmsley LLC, a Delaware limited liability company (the “Subadviser”), amends and restates the Investment Subadvisory Agreement, dated as of the 23rd day of January 2023 (the “Prior Agreement”), between the Adviser and the Subadviser.
FORM OF FUND ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN JOHCM FUNDS TRUST AND THE NORTHERN TRUST COMPANYFund Administration and Accounting Services Agreement • January 26th, 2021 • JOHCM Funds Trust • Illinois
AGREEMENT made as of , 20 (this “Agreement”) by and between JOHCM FUNDS TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of each of the series of the Trust listed on Schedule D hereto, as it may be amended from time to time (each, a “Fund” and, collectively, the “Funds”) and The Northern Trust Company (“Northern”), an Illinois corporation.
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICES AGREEMENT BETWEEN PERPETUAL AMERICAS FUNDS TRUST AND THE NORTHERN TRUST COMPANYTransfer Agency and Services Agreement • October 28th, 2024 • Perpetual Americas Funds Trust • Illinois
AGREEMENT made as of March 29, 2024 (this “Agreement”) by and between PERPETUAL AMERICAS FUNDS TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts, with its principal place of business at 53 State Street, 13th Floor, Boston, MA, 02109 (the “Trust”), acting on its own behalf and on behalf of each of its series listed on Schedule D (Fund List) hereto, as it may be amended from time to time (each, a “Fund”, and collectively as the “Funds”), and THE NORTHERN TRUST COMPANY, an Illinois corporation having its principal office and place of business at 50 S. LaSalle Street, Chicago, Illinois 60603 (the “Transfer Agent”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • January 29th, 2024 • JOHCM Funds Trust • Massachusetts
This Amended and Restated Investment Advisory Agreement (this “Agreement”), dated February 1, 2024 between Perpetual Americas Funds Trust, a business trust created under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of each of its series (each a “Fund” and collectively, the “Funds”) as set forth on Schedule A attached hereto, and JOHCM (USA) Inc, a Delaware corporation (the “Adviser”) amends and restates the Investment Management Agreement, dated as of January 23, 2023, between the Adviser and the JOHCM Funds Trust.
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • January 28th, 2022 • JOHCM Funds Trust • Massachusetts
THIS AGREEMENT, is made this 21st of December, 2021, by and among Fidelity Rutland Square Trust II (the “Fidelity Trust”), a statutory trust organized under the State of Delaware, on behalf of itself and its current and future series as identified on Schedule A, severally and not jointly (each, an “Acquiring Fund” and collectively, the “Acquiring Funds”), and each trust identified on Schedule B (each, an “Underlying Trust”), on behalf of itself and its respective series identified on Schedule B, severally and not jointly (each, an “Acquired Fund” and collectively the “Acquired Funds” and together with the Acquiring Funds, the “Funds”), and shall become effective on January 19, 2022 (the “Effective Date”).
BYLAWS OF JOHCM FUNDS TRUST (Dated as of October 27, 2020)Bylaws • November 2nd, 2020 • JOHCM Funds Trust
FUND PFO/TREASURER AGREEMENTFund Officer Services Agreement • January 28th, 2022 • JOHCM Funds Trust • Delaware
THIS AGREEMENT (the “Agreement”) made as of January 8, 2021 by and between JOHCM Funds Trust on behalf of each of its series listed on Appendix A hereto (each, a “Series”), a Massachusetts business trust with its principal office and place of business at 53 State Street, 13th Floor, Boston, MA 02109 (the “Fund”), and Foreside Fund Officer Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 (“Foreside”).
INVESTMENT SUBADVISORY AGREEMENT BETWEEN JOHCM (USA) INC (d/b/a Perpetual Americas Funds Services) AND BARROW, HANLEY, MEWHINNEY & STRAUSS, LLCInvestment Subadvisory Agreement • October 28th, 2024 • Perpetual Americas Funds Trust • Massachusetts
This Investment Subadvisory Agreement (this “Agreement”) is made as of this 15th day of May 2024, between JOHCM (USA) Inc (d/b/a Perpetual Americas Funds Services), a Delaware corporation (the “Adviser”) and Barrow, Hanley, Mewhinney & Strauss, LLC, a Delaware limited liability company (the “Subadviser”).
FIRST AMENDMENT TO FUND PFO/TREASURER AGREEMENTFund Pfo/Treasurer Agreement • January 28th, 2022 • JOHCM Funds Trust • Delaware
This first amendment (“Amendment”) to the Fund PFO/Treasurer Agreement (the “Agreement”) dated as of January 8, 2021 by and between JOHCM Funds Trust on behalf of each of its series (“Series”) and Foreside Fund Officer Services, LLC (“Foreside”) is entered into as of September 24, 2021 (the “Effective Date”).
JOHCM FUNDS TRUST AMENDMENT NO. 1 TO ADMINISTRATION AND COMPLIANCE SERVICES AGREEMENTAdministration and Compliance Services Agreement • October 25th, 2021 • JOHCM Funds Trust
This Amendment No. 1 to the Administration and Compliance Services Agreement (this “Amendment”), is made as of September 24, 2021 by and between JOHCM Funds Trust, a business trust created under the laws of The Commonwealth of Massachusetts (the “Trust”), on behalf of each of the series listed on Schedule A attached hereto (each, a “Fund” and together, the “Funds”) and JOHCM (USA) Inc., a Delaware corporation (“JOHCM”).
THIRD AMENDMENT TO FUND PFO/TREASURER AGREEMENTFund Pfo/Treasurer Agreement • August 14th, 2023 • JOHCM Funds Trust • Delaware
This third amendment (“Amendment”) to the Fund PFO/Treasurer Agreement (the “Agreement”) dated as of January 8, 2021, by and between JOHCM Funds Trust on behalf of each of its series (“Series”) and Foreside Fund Officer Services, LLC (“Foreside”) is entered into as of June 15, 2023 (the “Effective Date”).
FORM OF THIRD AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • May 15th, 2024 • Perpetual Americas Funds Trust
THIS THIRD AMENDED AND RESTATED AGREEMENT made as of __________ by and between Perpetual Americas Funds Trust, a Massachusetts business trust (the “Trust”), on behalf of each of the investment series set forth on Schedule A attached hereto (each such series, a “Fund” and collectively, the “Funds”), and JOHCM (USA) Inc (d/b/a Perpetual Americas Funds Services), an investment adviser registered with the Securities and Exchange Commission (the “SEC”) with its principal office and place of business in Boston, Massachusetts (the “Adviser”), amends and restates the Second Amended and Restated Expense Limitation Agreement dated as of February 1, 2024 (the “Prior Agreement”) between the Perpetual Americas Funds Trust and the Adviser.
JOHCM Funds Trust Amendment No. 2 to the Amended and Restated Agreement and Declaration of Trust of JOHCM Funds TrustAmended and Restated Agreement and Declaration of Trust • August 10th, 2021 • JOHCM Funds Trust
The undersigned, being at least a majority of the trustees of JOHCM Funds Trust, a Massachusetts business trust (the “Trust”), effective as of August 10, 2021, hereby consent to and adopt this Amendment No. 2 (this “Amendment”) to the Trust’s Amended and Restated Agreement and Declaration of Trust dated December 4, 2020, as amended (the “Declaration of Trust”), a copy of which is on file in the office of the Secretary of The Commonwealth of Massachusetts, having determined this Amendment to be consistent with the fair and equitable treatment of all shareholders of the Trust, and hereby direct that this Amendment be filed with the Secretary of The Commonwealth of Massachusetts.
FIFTH AMENDMENT TO FUND PFO/TREASURER AGREEMENTFund Pfo/Treasurer Agreement • May 14th, 2024 • Perpetual Americas Funds Trust
This fifth amendment (“Amendment”) to the Fund PFO/Treasurer Agreement (the “Agreement”) dated as of January 8, 2021 (the “Agreement”), by and between Perpetual Americas Funds Trust (the “Trust”) on behalf of each of its series (“Series”) and Foreside Fund Officer Services, LLC (“Foreside”) is entered into as of March 28, 2024 (the “Effective Date”).
SCHEDULE A Amended as of March 28, 2024 to PERPETUAL AMERICAS FUNDS TRUST Amended and Restated Investment Advisory Agreement Dated as of February 1, 2024 Funds subject to this AgreementInvestment Advisory Agreement • May 14th, 2024 • Perpetual Americas Funds Trust
AMENDMENT TO AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • May 14th, 2024 • Perpetual Americas Funds Trust • Delaware
This amendment (“Amendment”) to the Amended and Restated Distribution Agreement (the “Agreement”) dated as of February 1, 2024 by and between Perpetual Americas Funds Trust (“Client”), on behalf of each of its series, and Perpetual Americas Funds Distributors, LLC (“Distributor”) is entered into as of March 28, 2024 (the “Effective Date”).
AMENDMENT TO THE FUND ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENTFund Administration and Accounting Services Agreement • August 14th, 2023 • JOHCM Funds Trust • Illinois
THIS AMENDMENT to the Fund Administration and Accounting Services Agreement is entered into as of June 15, 2023 (this “Amendment”) by and between JOHCM FUNDS TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), having its principal office and place of business at 53 State Street, Boston, MA, 02109, on behalf of each series of the Trust listed on Schedule D to the Agreement (as defined below) (each, a “Fund” and, collectively, the “Funds”), separately and not jointly, and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.
SCHEDULE A Amended as of June 21, 2021 to JOHCM FUNDS TRUST Shareholder Services, Recordkeeping and Sub-Transfer Agency Services Agreement Dated as of January 8, 2021 Funds subject to this AgreementShareholder Services, Recordkeeping and Sub-Transfer Agency Services Agreement • July 19th, 2021 • JOHCM Funds Trust
SCHEDULE A Amended as of March 28, 2024 to PERPETUAL AMERICAS FUNDS TRUST Amended and Restated Investment Subadvisory Agreement Dated as of February 1, 2024 Funds subject to this AgreementInvestment Subadvisory Agreement • May 14th, 2024 • Perpetual Americas Funds Trust
Subject to any applicable reduction as described herein, the Adviser shall pay the Subadviser a monthly base fee for its services with respect to each Fund as indicated in the table below (the “Base Subadvisory Fee”). The Base Subadvisory Fee for a Fund shall be reduced pro rata by the Adviser to the extent that the Adviser, pursuant to a contractual waiver or reimbursement arrangement with the Fund, waives fees or reimburses expenses payable by the Fund to the Adviser (an “Adviser Waiver”). The amount of such reduction shall be calculated by multiplying (a) the amount of the Adviser Waiver by (b) the ratio between the Base Subadvisory Fee and the investment advisory fee to which the Adviser is entitled under the terms of a separate investment advisory agreement between the Adviser and the Funds, as indicated in the table below (the “Contractual Advisory Fee”); provided, however, that the fee payable to the Subadviser hereunder shall not be less than zero (i.e., the Subadviser shall no
SCHEDULE A Amended as of June 15, 2023 to JOHCM FUNDS TRUST Shareholder Services, Recordkeeping and Sub-Transfer Agency Services Agreement Dated as of January 8, 2021 Funds subject to this AgreementShareholder Services, Recordkeeping and Sub-Transfer Agency Services Agreement • August 14th, 2023 • JOHCM Funds Trust
JOHCM FUNDS TRUST ADMINISTRATION AND COMPLIANCE SERVICES AGREEMENTAdministration and Compliance Services Agreement • February 12th, 2021 • JOHCM Funds Trust • Massachusetts
This ADMINISTRATION AND COMPLIANCE SERVICES AGREEMENT (this “Agreement”), is made as of January 8, 2021 by and between JOHCM Funds Trust, a business trust created under the laws of The Commonwealth of Massachusetts (the “Trust”), on behalf of each of the series listed on Schedule A attached hereto (each, a “Fund” and together, the “Funds”) and JOHCM (USA) Inc., a Delaware corporation (“JOHCM”).
AMENDED AND RESTATED SUPPLEMENTAL EXPENSE LIMITATION AGREEMENTSupplemental Expense Limitation Agreement • January 29th, 2024 • JOHCM Funds Trust
THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”), made as of February 1, 2024 by and among Perpetual Americas Funds Trust, a Massachusetts business trust (the “Trust”), on behalf of its series JOHCM International Opportunities Fund (the “Fund”), and JOHCM (USA) Inc, an investment adviser registered with the Securities and Exchange Commission (the “SEC”) with its principal office and place of business in Boston, Massachusetts (the “Adviser”), amends and restates the Supplemental Expense Limitation Agreement, dated as of July 1, 2023 (the “Prior Agreement”), between the JOHCM Funds Trust and JOHCM (USA) Inc.
SUPPLEMENTAL EXPENSE LIMITATION AGREEMENTSupplemental Expense Limitation Agreement • November 20th, 2023 • JOHCM Funds Trust
THIS AGREEMENT, dated as of July 1, 2023 is made and entered into by and among JOHCM Funds Trust, a Massachusetts business trust (the “Trust”), on behalf of its series JOHCM International Opportunities Fund (the “Fund”), and JOHCM (USA) Inc, an investment adviser registered with the Securities and Exchange Commission (the “SEC”) with its principal office and place of business in Boston, Massachusetts (the “Adviser”).
SCHEDULE A Dated as of March 28, 2024 to PERPETUAL AMERICAS FUNDS TRUST Amended and Restated Administration and Compliance Services Agreement Funds subject to this AgreementAmended and Restated Administration and Compliance Services Agreement • May 14th, 2024 • Perpetual Americas Funds Trust
FUND-OF-FUNDS FEE WAIVER AND EXPENSE LIMITATION AGREEMENT For Certain Series Listed on Schedule A with Fund-of-Funds ExposureFund-of-Funds Fee Waiver and Expense Limitation Agreement • October 28th, 2024 • Perpetual Americas Funds Trust
WHEREAS, pursuant to an Agreement and Plan of Reorganization, (the “Barrow Hanley Plan”), the Predecessor Fund intends to reorganize with and into a corresponding new series of the Trust (the “Barrow Hanley Reorganization,”), and, in light of current circumstances surrounding the Barrow Hanley Reorganization, the Trust and Adviser hereby agree that the Adviser shall be entitled to collect on behalf of Perpetual-PGIA amounts that would have been recoverable by Perpetual-PGIA from the Barrow Hanley Predecessor Fund under the Barrow Hanley Predecessor Agreement, subject to the conditions and limitations described herein;
AMENDED AND RESTATED INVESTMENT SUBADVISORY AGREEMENT BETWEEN JOHCM (USA) INC AND TRILLIUM ASSET MANAGEMENT, LLCInvestment Subadvisory Agreement • January 29th, 2024 • JOHCM Funds Trust • Massachusetts
This Amended and Restated Investment Subadvisory Agreement (this “Agreement”), dated the 1st day of February 2024, between JOHCM (USA) Inc, a Delaware corporation (the “Adviser”) and Trillium Asset Management, LLC, a Delaware limited liability company (the “Subadviser”), amends and restates the Investment Subadvisory Agreement, dated as of June 15, 2023 (the “Prior Agreement”), between the Adviser and the Subadviser.
SCHEDULE A Amended as of June 15, 2023 to JOHCM FUNDS TRUST Administration and Compliance Services Agreement Dated as of January 8, 2021 Funds subject to this AgreementAdministration and Compliance Services Agreement • August 14th, 2023 • JOHCM Funds Trust
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • January 26th, 2021 • JOHCM Funds Trust
THIS AGREEMENT, dated as of January 8, 2021 is made and entered into by and among JOHCM Funds Trust, a Massachusetts business trust (the “Trust”), on behalf of each of the investment series set forth on Schedule A attached hereto (each a “Fund” and collectively the “Funds”), JOHCM (USA) Inc., an investment adviser registered with the Securities and Exchange Commission (the “SEC”) with its principal office and place of business in Boston, Massachusetts (the “Adviser”) and, solely with respect to Sections 4 and 5 hereof, J O Hambro Capital Management Limited (“JOH Ltd.”), an investment adviser registered with the SEC with its principal office and place of business in the United Kingdom.
NAME LICENSING AGREEMENTName Licensing Agreement • January 29th, 2024 • JOHCM Funds Trust • Massachusetts
This Name Licensing Agreement (this “Agreement”) is dated February 1, 2024 between Perpetual Americas Funds Trust, a business trust created under the laws of the Commonwealth of Massachusetts (the “Trust”), and JOHCM (USA) Inc, a Delaware corporation (the “Adviser”).
SECOND AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • August 14th, 2023 • JOHCM Funds Trust • Delaware
This second amendment (“Amendment”) to the novated Distribution Agreement (the “Agreement”) dated as of September 30, 2021, by and between JOHCM Funds Trust on behalf of each of its series (“Client”) and JOHCM Funds Distributors, LLC (“Distributor”) is entered into as of June 15, 2023 (the “Effective Date”).
