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.
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.
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.
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.
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.
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”).
AMENDMENT NO. 1 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • January 29th, 2024 • JOHCM Funds Trust
THIS AMENDMENT NO. 1 (“Amendment”) TO FUND OF FUNDS INVESTMENT AGREEMENT and the Schedules and Exhibit thereto (collectively, (the “Agreement”) is made as of the 23rd day of January, 2024, by and among Fidelity Rutland Square Trust II (the “Fidelity Trust”), on behalf of itself and its current and future series identified on Schedule A of the Agreement, severally and not jointly (each, an “Acquiring Fund”), and each trust identified on Schedule B of the Agreement (an “Existing Underlying Trust”, on behalf of itself and its respective series identified therein, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”), and shall become effective on February 1, 2024 (the “Effective Date”)
SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • January 29th, 2024 • JOHCM Funds Trust
THIS SECOND AMENDED AND RESTATED AGREEMENT made as of February 1, 2024 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 a “Fund” and collectively the “Funds”) 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 First Amended and Restated Expense Limitation Agreement dated as of October 30, 2023 (the “Prior Agreement”) between the JOHCM Funds Trust and the Adviser.
PERPETUAL AMERICAS FUNDS TRUST AMENDED AND RESTATED INSTITUTIONAL CLASS SHAREHOLDER SERVICES, RECORDKEEPING AND SUB-TRANSFER AGENCY AGREEMENTSub-Transfer Agency Agreement • January 29th, 2024 • JOHCM Funds Trust • Massachusetts
This AMENDED AND RESTATED INSTITUTIONAL CLASS SHAREHOLDER SERVICES, RECORDKEEPING AND SUB-TRANSFER AGENCY SERVICES AGREEMENT (this “Agreement”) made as of February 1, 2024 by and between Perpetual Americas 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”), amends and restates the Institutional Class Shareholder Services, Recordkeeping and Sub-Transfer Agency Services Agreement dated as of January 8, 2021 (the “Prior Agreement”) between the JOHCM Funds Trust and JOHCM.
FOURTH AMENDMENT TO FUND PFO/TREASURER AGREEMENTPfo/Treasurer Agreement • January 29th, 2024 • JOHCM Funds Trust
This fourth 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 February 1, 2024 (the “Effective Date”).
PERPETUAL AMERICAS FUNDS TRUST AMENDED AND RESTATED ADMINISTRATION AND COMPLIANCE SERVICES AGREEMENTAdministration and Compliance Services Agreement • January 29th, 2024 • JOHCM Funds Trust • Massachusetts
This AMENDED AND RESTATED ADMINISTRATION AND COMPLIANCE SERVICES AGREEMENT (this “Agreement”), made as of February 1, 2024 by and between Perpetual Americas 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”), amends and restates the Administration and Compliance Services Agreement dated as of January 8, 2021 (the “Prior Agreement”) between the JOHCM Funds Trust and JOHCM.
