0001193125-21-017756 Sample Contracts

JOHCM FUNDS TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 26th, 2021 • JOHCM Funds Trust • Massachusetts

This AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, on this 4th day of December, 2020, by the Trustees hereunder and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided, amending and restating the Agreement and Declaration of Trust made at Boston, Massachusetts the 27th day of October, 2020, for the purposes of eliminating references to the sole initial trustee, adding Trustees as signatories hereto and making such other changes as the Trustees deemed necessary.

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FORM OF FUND ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN JOHCM FUNDS TRUST AND THE NORTHERN TRUST COMPANY
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.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 26th, 2021 • JOHCM Funds Trust • Massachusetts

This Investment Advisory Agreement (this “Agreement”) is dated as of January 8, 2021 between JOHCM 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”).

FORM OF TRANSFER AGENCY AND SERVICES AGREEMENT BETWEEN JOHCM FUNDS TRUST AND THE NORTHERN TRUST COMPANY
Agency and Services Agreement • January 26th, 2021 • JOHCM Funds Trust • Illinois

AGREEMENT made as of this day of , 20 (this “Agreement”), by and between JOHCM FUNDS TRUST, a business trust organized under the laws of the Commonwealth of Massachusetts (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”).

EXPENSE LIMITATION AGREEMENT
Expense 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.

FORM OF CUSTODY AGREEMENT
Form of Custody Agreement • January 26th, 2021 • JOHCM Funds Trust • Illinois

AGREEMENT dated as of , , 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 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”), and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • January 26th, 2021 • JOHCM Funds Trust • Delaware

THIS AGREEMENT is made and entered into as of 2021 by and between JOHCM Funds Trust, a Massachusetts business trust (the “Client”) and JOHCM Funds Distributors LLC, a Delaware limited liability company (the “Distributor”).

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