Correspondence 0001193125-23-214399 from Perpetual Americas Funds Trust (CIK 0001830437)
Perpetual Americas Funds Trust (CIK 0001830437)
Date: Aug. 16, 2023 · CIK: 0001830437 · Accession: 0001193125-23-214399
AI Filing Summary & Sentiment
File numbers found in text: 333-273247
Letter
VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Ms. Rebecca Marquigny Re: Registration Statement of JOHCM Funds Trust (File No. 333-273247) on Form N-14 filed on July 14, 2023
Dear Ms. Marquigny:
I am writing on behalf of JOHCM Funds Trust (the “Trust”) to respond to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission,” or the “SEC”) on the registration statement of the Trust on Form N-14 filed on July 14, 2023 (the “Registration Statement”). The Registration Statement relates to the proposed reorganizations (each a “Reorganization”, and together, the “Reorganizations”) of the Trillium ESG Global Equity Fund (the “Target Global Equity Fund”) and the Trillium ESG Small/Mid Cap Fund (the “Target SMID Fund”, and together with the Target Global Equity Fund, the “Target Funds”), each a series of Professionally Managed Portfolios, with and into their respective acquiring funds, the Trillium ESG Global Equity Fund (the “Acquiring Global Equity Fund”) and the Trillium ESG Small/Mid Cap Fund (the “Acquiring SMID Fund”, and together with the Acquiring Global Equity Fund, the “Acquiring Funds”), each a series of the Trust.
On August 8, 2023, the Staff provided comments regarding the Registration Statement by telephone to Andrew Wilkins and Kelsey Barrett of Ropes & Gray LLP, counsel to the Trust. The Staff’s Accounting division provided additional comments on August 10, 2023. For convenience of reference, each comment provided by the Staff is included before the Trust’s corresponding response. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement. These responses will be reflected, to the extent applicable, in final definitive materials filed as of the date hereof with the SEC on EDGAR under Securities Act of 1933 Rule 497. Existing disclosures below that have been revised are reflected, as applicable, with the new text underlined in blue and the deleted text shown in red strikethrough.
August 16, 2023
I. SHAREHOLDER LETTER COMMENTS
1. Comment: Please consider describing what additional procedures or limitations may be imposed on Meeting attendees and the latest time and date by which the location or format of the Meeting may be changed. If no additional procedures or limitations are expected to be imposed, please consider deleting this disclosure.
Response: The Trust will amend the shareholder letter, as well as all other instances of similar disclosure in the Proxy Statement/Prospectus, to remove references (a) to additional procedures or limitations that may be imposed on Meeting attendees and (b) to holding the Meeting in a different location or format.
2. Comment: Please consider clarifying whether shareholders can expect to experience lower expense ratios from economies of scale achieved through the Reorganizations beyond the duration of the contractual expense waivers.
Response: Currently, the Acquiring Funds expect that shareholders will experience lower expense ratios at the time of the closing of the Reorganizations and through the duration of the contractual expense waivers. The pro forma total annual fund operating expenses of the Acquiring Funds are lower than those of the Target Funds for the twelve-month period ended June 30, 2022, as disclosed in the Proxy Statement/Prospectus, both before and after taking into account the applicable contractual expense waivers. While the Acquiring Funds believe that the Acquiring Funds will continue to have lower expense ratios than their respective Target Funds beyond the expiration of the Acquiring Funds’ contractual expense ratios on January 28, 2025, including such a statement in the Proxy Statement/Prospectus would be promissory because the Acquiring Funds cannot predict market outlook or net inflows for the future beyond the expiration of the contractual expense waivers and therefore the Trust respectfully declines to make the requested change at this time.
3. Comment: The Trust states that: “The PMP Board has agreed, subject to approval by the shareholders of the Trillium Funds, to reorganize the Trillium Funds into the Acquiring Funds…” Please consider stating whether the PMP Board approved the Reorganizations unanimously.
Response: The Trust will amend the shareholder letter and other disclosures in the Registration Statement to affirmatively state that the PMP Board unanimously approved the Reorganizations.
August 16, 2023
4. Comment: We note that in various places throughout the Registration Statement the Trust uses references such as “nearly identically”, “similar” and “substantially similar” to describe the differences and similarities between the Target Funds and Acquiring Funds. Please consider using consistent terminology.
Response: The Trust has reviewed the uses of these terms throughout the Registration Statement and has made updates where it believes appropropriate to help ensure consistent and accurate usage of these terms.
5. Comment: The Trust states that upon the closing date of the Reorganizations, a shareholder’s Target Fund shares will be exchanged for shares of the corresponding Acquiring Fund equal in value to the net asset value of the shareholder’s Target Fund shares immediately prior to the Reorganization. Please consider revising the disclosure to describe how the Trust will deal with fractional shares.
Response: Consistent with disclosure elsewhere in the Registration Statement, the Trust will revise the statement to disclose that Target Fund shares will be exchanged for full and fractional shares of the corresponding Acquiring Fund.
6. Comment: Please consider disclosing the closing date in the shareholder letter.
Response: The Trust will amend the shareholder letter to disclose the anticipated closing date.
7. Comment: Please consider adding disclosure clarifying that following the Reorganizations, the Trillium Funds will be terminated and dissolved, and will cease to exist.
Response: The shareholder letter currently contains the following disclosure: “Following the Reorganizations, the Trillium Funds will be dissolved, and you will no longer be a shareholder of the Trillium Fund.” The Trust believes that this current disclosure sufficiently addresses the Staff’s comment and therefore respectfully declines to include additional disclosure in response to this Comment.
8. Comment: The Staff notes that the shareholder letter currently contains the following statement: “Instead, you will be a shareholder in the newly created Acquiring Fund within JFT that acquired the Trillium Fund’s assets.” Please revise to add the word “corresponding” before “Acquiring Fund” for clarity.
Response: The Trust will amend the shareholder letter and other disclosure in the Registration Statement to add the word “corresponding” before “Acquiring Fund” where appropriate.
August 16, 2023
9. Comment: The Staff notes that the shareholder letter contains the following disclosure: “Importantly, approval of the Reorganizations will not result in any increase in shareholder fees or expenses, nor any changes to the portfolio management team.” Please consider disclosing whether there is a point at which the expense wavier expires and the Acquiring Funds’ fees would increase relative to the Target Funds’ fees.
Response: The Trust respectfully directs the Staff to the Trust’s response to Comment 2 relating to a similar comment. Because the Trust believes that the Acquiring Funds’ expenses will not increase relative to their respective Target Funds following the expiration of the current contractual expense waivers on January 28, 2025 and that the Acquiring Funds’ shareholder fees and expenses are adequately disclosed in the Proxy Statement/Prospectus, the Trust respectfully declines to include additional disclosure in response to this Comment.
10. Comment: The Staff notes that disclosure currently states that shareholder approval of the Reorganization of one Target Fund is not contingent upon the approval of the Reorganization of the other Target Fund. Supplementally, please explain whether the purported benefits of the transactions are dependent on approval of both Reorganizations.
Response: The Trust, JOHCM (USA) Inc (“JOHCM USA”) and Trillium Asset Management, LLC (“Trillium”), the investment adviser and subadviser, respectively, to the Acquiring Funds, do not believe that the benefits to Target Fund shareholders resulting from the Reorganizations are dependent on the approval of both Reorganizations and believe therefore that shareholders of either Target Fund will benefit from the approval of the Reorganization for such Target Fund even if the Reorganization for the other Target Fund is not approved.
11. Comment: If the PMP Board has any present intention to reorganize the Target Funds into different acquiring funds in the event that the Reorganizations are not approved, please add disclosure in this regard.
Response: The Trust is not aware that the PMP Board has any such intentions and therefore does not believe any disclosure revisions are warranted in response to this Comment.
12. Comment: Please amend the shareholder letter to include the date by which shareholder votes must be received for the vote to be valid. Additionally, please include an explanation of the revocation procedures.
Response: In response to the Staff’s comment, the Trust will amend the shareholder letter to include the following disclosure. Similar revisions will be made elsewhere in the Proxy Statement/Prospectus where appropriate.
August 16, 2023
In order to record your vote on time, the Proxy Solicitor, AST Fund Solutions, Inc., requests that shareholders holding Trillium Fund shares through financial advisers and intermediaries return their vote at least one day before the Meeting. Shareholders holding Trillium Fund shares directly with the Funds can vote online or by phone up to the time of the Meeting. Please see the enclosed Proxy Statement/Prospectus for more information about how to vote your shares.
13. Comment: Please identify the contact person for (886) 751-6311 phone number in the shareholder letter and provide operating hours.
Response: The Trust will revise the shareholder letter to include the requested information as follows:
If you have any questions about how to vote your proxy or about the Meeting in general, please call AST Fund Solutions, Inc. toll-free at (886)(866) 751-6311, Monday through Friday 9 a.m. to 10 p.m. Eastern time. Thank you for your participation in this important initiative.
II. PROXY CARD MATERIALS
14. Comment: In the section beginning with “A Proxy Card covering your Trillium Funds is enclosed along with the Proxy Statement/Prospectus”, please revise the instructions for signing proxy cards to include additional information regarding revoking a previously assigned proxy. Please also clarify what is considered “a reasonable amount of time” in the context of submitting a proxy card so that a shareholder will not receive a call from the proxy solicitor.
Response: The Trust notes that proxy revocation procedures are described sufficiently elsewhere in the Proxy Statement/Prospectus and that the determination of what constitutes “a reasonable amount of time” is in the discretion of AST Fund Solutions, Inc. as proxy solicitor. The Trust will revise this disclosure to clarify that “a reasonable amount of time” is at the discretion of the proxy solicitor.
15. Comment: In the section beginning “INSTRUCTIONS FOR SIGNING PROXY CARDS”, please clarify that the shareholder will not be charged for validating an unsigned proxy card that they submit.
Response: The Trust will revise the proxy voting instructions as follows:
August 16, 2023
The following general guidelines for signing Proxy Cards may be of assistance to you and will help avoid the time and solicitation expense involved in validating your vote if you fail to sign your Proxy Card properly.
III. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
16. Comment: Please revise the following sentence to include the full names of the Target Funds instead of “the above referenced series”: “To the shareholders of the above referenced series (the “Target Funds”) of Professionally Managed Portfolios (“PMP” or the “Target Trust”),”
Response: The Trust will revies the notice as follows:
To the shareholders of Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund the above referenced series (the “Target Funds”) of Professionally Managed Portfolios (“PMP” or the “Target Trust”),
17. Comment: Please confirm supplementally that the hyperlink disclosing updates to shareholders about the Meeting location will be functional when the notice is sent to shareholders.
Response: The Trust will confirm that the link is functional when the notice is sent to shareholders.
III. PROXY STATEMENT/PROSPECTUS
18. Comment: The Staff notes that the “What will happen if Reorganizations are approved?” section of the Proxy Statement/Prospectus discusses a change in benchmark for the Acquiring SMID Fund. Please either state that the difference between the Target SMID Fund’s benchmark and the Acquiring SMID Fund’s benchmark is not material or describe the impact of the change.
Response: In response to the Staff’s comment, the Trust will revise the disclosure in this section, and similar disclosure elsewhere in the Registration Statement, as follows:
For example, the Acquiring SMID Fund’s 80% policy remains unchanged, although the Acquiring SMID Fund will define small- and mid-cap companies to be those included in the Russell 2500® Index, its benchmark index, rather than in the S&P 1000® Index, the benchmark index for the Target SMID Fund (as of May 31, 2023, the top end of capitalization of companies in the Russell 2500® Index was $25.5
August 16, 2023
billion, whereas the top end was $17.1 billion for those in the S&P® 1000 Index). While the investment universe of the Russell 2500® Index is broader than that of the S&P 1000® Index, the difference in benchmark will not result in any material differences in how the Target SMID Fund and Acquiring SMID Fund are managed by Trillium. The benchmark for the Acquiring SMID Fund was changed to the Russell 2500® Index because JOHCM USA and Trillium of the Acquiring SMID Fund believe that the Russell 2500® Index reflects the Acquiring SMID Fund’s investment portfolio of small- and mid-sized companies and is more widely used in the marketplace, as well as more familiar to investors, than the S&P 1000® Index.
19. Comment: The Staff notes that the “What will happen if Reorganizations are approved?” section of the Proxy Statement/Prospectus states that “Voting your shares immediately will prevent the need to call you and solicit your vote.” Please restate the sentence to clarify that by voting their shares immediately, shareholders will only prevent the need to be called and solicited to vote their shares with respect to this current Reorganization and not any future meetings or adjournments.
Response: The Trust will amend the disclosure to include the requested change as follows:
Voting your shares immediately will prevent the need to call you and solicit your vote with respect to the Meeting scheduled for October 5, 2023 where shareholders will be asked to approve this Reorganization, currently scheduled to close on October 30, 2023.
20. Comment: The Staff notes that the “What are the anticipated benefits of the Reorganizations?” section of the Proxy Statement/Prospectus discloses that each of the PMP Board and JOHCM Board considered all of the factors presented in the bulleted list that follo
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CORRESP 1 filename1.htm CORRESP ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM August 16, 2023 Andrew Wilkins T +1 617-235-4144 andrew.wilkins@ropesgray.com VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Ms. Rebecca Marquigny Re: Registration Statement of JOHCM Funds Trust (File No. 333-273247) on Form N-14 filed on July 14, 2023 Dear Ms. Marquigny: I am writing on behalf of JOHCM Funds Trust (the “Trust”) to respond to the comments by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission,” or the “SEC”) on the registration statement of the Trust on Form N-14 filed on July 14, 2023 (the “Registration Statement”). The Registration Statement relates to the proposed reorganizations (each a “Reorganization”, and together, the “Reorganizations”) of the Trillium ESG Global Equity Fund (the “Target Global Equity Fund”) and the Trillium ESG Small/Mid Cap Fund (the “Target SMID Fund”, and together with the Target Global Equity Fund, the “Target Funds”), each a series of Professionally Managed Portfolios, with and into their respective acquiring funds, the Trillium ESG Global Equity Fund (the “Acquiring Global Equity Fund”) and the Trillium ESG Small/Mid Cap Fund (the “Acquiring SMID Fund”, and together with the Acquiring Global Equity Fund, the “Acquiring Funds”), each a series of the Trust. On August 8, 2023, the Staff provided comments regarding the Registration Statement by telephone to Andrew Wilkins and Kelsey Barrett of Ropes & Gray LLP, counsel to the Trust. The Staff’s Accounting division provided additional comments on August 10, 2023. For convenience of reference, each comment provided by the Staff is included before the Trust’s corresponding response. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Registration Statement. These responses will be reflected, to the extent applicable, in final definitive materials filed as of the date hereof with the SEC on EDGAR under Securities Act of 1933 Rule 497. Existing disclosures below that have been revised are reflected, as applicable, with the new text underlined in blue and the deleted text shown in red strikethrough. August 16, 2023 I. SHAREHOLDER LETTER COMMENTS 1. Comment: Please consider describing what additional procedures or limitations may be imposed on Meeting attendees and the latest time and date by which the location or format of the Meeting may be changed. If no additional procedures or limitations are expected to be imposed, please consider deleting this disclosure. Response: The Trust will amend the shareholder letter, as well as all other instances of similar disclosure in the Proxy Statement/Prospectus, to remove references (a) to additional procedures or limitations that may be imposed on Meeting attendees and (b) to holding the Meeting in a different location or format. 2. Comment: Please consider clarifying whether shareholders can expect to experience lower expense ratios from economies of scale achieved through the Reorganizations beyond the duration of the contractual expense waivers. Response: Currently, the Acquiring Funds expect that shareholders will experience lower expense ratios at the time of the closing of the Reorganizations and through the duration of the contractual expense waivers. The pro forma total annual fund operating expenses of the Acquiring Funds are lower than those of the Target Funds for the twelve-month period ended June 30, 2022, as disclosed in the Proxy Statement/Prospectus, both before and after taking into account the applicable contractual expense waivers. While the Acquiring Funds believe that the Acquiring Funds will continue to have lower expense ratios than their respective Target Funds beyond the expiration of the Acquiring Funds’ contractual expense ratios on January 28, 2025, including such a statement in the Proxy Statement/Prospectus would be promissory because the Acquiring Funds cannot predict market outlook or net inflows for the future beyond the expiration of the contractual expense waivers and therefore the Trust respectfully declines to make the requested change at this time. 3. Comment: The Trust states that: “The PMP Board has agreed, subject to approval by the shareholders of the Trillium Funds, to reorganize the Trillium Funds into the Acquiring Funds…” Please consider stating whether the PMP Board approved the Reorganizations unanimously. Response: The Trust will amend the shareholder letter and other disclosures in the Registration Statement to affirmatively state that the PMP Board unanimously approved the Reorganizations. 2 August 16, 2023 4. Comment: We note that in various places throughout the Registration Statement the Trust uses references such as “nearly identically”, “similar” and “substantially similar” to describe the differences and similarities between the Target Funds and Acquiring Funds. Please consider using consistent terminology. Response: The Trust has reviewed the uses of these terms throughout the Registration Statement and has made updates where it believes appropropriate to help ensure consistent and accurate usage of these terms. 5. Comment: The Trust states that upon the closing date of the Reorganizations, a shareholder’s Target Fund shares will be exchanged for shares of the corresponding Acquiring Fund equal in value to the net asset value of the shareholder’s Target Fund shares immediately prior to the Reorganization. Please consider revising the disclosure to describe how the Trust will deal with fractional shares. Response: Consistent with disclosure elsewhere in the Registration Statement, the Trust will revise the statement to disclose that Target Fund shares will be exchanged for full and fractional shares of the corresponding Acquiring Fund. 6. Comment: Please consider disclosing the closing date in the shareholder letter. Response: The Trust will amend the shareholder letter to disclose the anticipated closing date. 7. Comment: Please consider adding disclosure clarifying that following the Reorganizations, the Trillium Funds will be terminated and dissolved, and will cease to exist. Response: The shareholder letter currently contains the following disclosure: “Following the Reorganizations, the Trillium Funds will be dissolved, and you will no longer be a shareholder of the Trillium Fund.” The Trust believes that this current disclosure sufficiently addresses the Staff’s comment and therefore respectfully declines to include additional disclosure in response to this Comment. 8. Comment: The Staff notes that the shareholder letter currently contains the following statement: “Instead, you will be a shareholder in the newly created Acquiring Fund within JFT that acquired the Trillium Fund’s assets.” Please revise to add the word “corresponding” before “Acquiring Fund” for clarity. Response: The Trust will amend the shareholder letter and other disclosure in the Registration Statement to add the word “corresponding” before “Acquiring Fund” where appropriate. 3 August 16, 2023 9. Comment: The Staff notes that the shareholder letter contains the following disclosure: “Importantly, approval of the Reorganizations will not result in any increase in shareholder fees or expenses, nor any changes to the portfolio management team.” Please consider disclosing whether there is a point at which the expense wavier expires and the Acquiring Funds’ fees would increase relative to the Target Funds’ fees. Response: The Trust respectfully directs the Staff to the Trust’s response to Comment 2 relating to a similar comment. Because the Trust believes that the Acquiring Funds’ expenses will not increase relative to their respective Target Funds following the expiration of the current contractual expense waivers on January 28, 2025 and that the Acquiring Funds’ shareholder fees and expenses are adequately disclosed in the Proxy Statement/Prospectus, the Trust respectfully declines to include additional disclosure in response to this Comment. 10. Comment: The Staff notes that disclosure currently states that shareholder approval of the Reorganization of one Target Fund is not contingent upon the approval of the Reorganization of the other Target Fund. Supplementally, please explain whether the purported benefits of the transactions are dependent on approval of both Reorganizations. Response: The Trust, JOHCM (USA) Inc (“JOHCM USA”) and Trillium Asset Management, LLC (“Trillium”), the investment adviser and subadviser, respectively, to the Acquiring Funds, do not believe that the benefits to Target Fund shareholders resulting from the Reorganizations are dependent on the approval of both Reorganizations and believe therefore that shareholders of either Target Fund will benefit from the approval of the Reorganization for such Target Fund even if the Reorganization for the other Target Fund is not approved. 11. Comment: If the PMP Board has any present intention to reorganize the Target Funds into different acquiring funds in the event that the Reorganizations are not approved, please add disclosure in this regard. Response: The Trust is not aware that the PMP Board has any such intentions and therefore does not believe any disclosure revisions are warranted in response to this Comment. 12. Comment: Please amend the shareholder letter to include the date by which shareholder votes must be received for the vote to be valid. Additionally, please include an explanation of the revocation procedures. Response: In response to the Staff’s comment, the Trust will amend the shareholder letter to include the following disclosure. Similar revisions will be made elsewhere in the Proxy Statement/Prospectus where appropriate. 4 August 16, 2023 In order to record your vote on time, the Proxy Solicitor, AST Fund Solutions, Inc., requests that shareholders holding Trillium Fund shares through financial advisers and intermediaries return their vote at least one day before the Meeting. Shareholders holding Trillium Fund shares directly with the Funds can vote online or by phone up to the time of the Meeting. Please see the enclosed Proxy Statement/Prospectus for more information about how to vote your shares. 13. Comment: Please identify the contact person for (886) 751-6311 phone number in the shareholder letter and provide operating hours. Response: The Trust will revise the shareholder letter to include the requested information as follows: If you have any questions about how to vote your proxy or about the Meeting in general, please call AST Fund Solutions, Inc. toll-free at (886)(866) 751-6311, Monday through Friday 9 a.m. to 10 p.m. Eastern time. Thank you for your participation in this important initiative. II. PROXY CARD MATERIALS 14. Comment: In the section beginning with “A Proxy Card covering your Trillium Funds is enclosed along with the Proxy Statement/Prospectus”, please revise the instructions for signing proxy cards to include additional information regarding revoking a previously assigned proxy. Please also clarify what is considered “a reasonable amount of time” in the context of submitting a proxy card so that a shareholder will not receive a call from the proxy solicitor. Response: The Trust notes that proxy revocation procedures are described sufficiently elsewhere in the Proxy Statement/Prospectus and that the determination of what constitutes “a reasonable amount of time” is in the discretion of AST Fund Solutions, Inc. as proxy solicitor. The Trust will revise this disclosure to clarify that “a reasonable amount of time” is at the discretion of the proxy solicitor. 15. Comment: In the section beginning “INSTRUCTIONS FOR SIGNING PROXY CARDS”, please clarify that the shareholder will not be charged for validating an unsigned proxy card that they submit. Response: The Trust will revise the proxy voting instructions as follows: 5 August 16, 2023 The following general guidelines for signing Proxy Cards may be of assistance to you and will help avoid the time and solicitation expense involved in validating your vote if you fail to sign your Proxy Card properly. III. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 16. Comment: Please revise the following sentence to include the full names of the Target Funds instead of “the above referenced series”: “To the shareholders of the above referenced series (the “Target Funds”) of Professionally Managed Portfolios (“PMP” or the “Target Trust”),” Response: The Trust will revies the notice as follows: To the shareholders of Trillium ESG Global Equity Fund and Trillium ESG Small/Mid Cap Fund the above referenced series (the “Target Funds”) of Professionally Managed Portfolios (“PMP” or the “Target Trust”), 17. Comment: Please confirm supplementally that the hyperlink disclosing updates to shareholders about the Meeting location will be functional when the notice is sent to shareholders. Response: The Trust will confirm that the link is functional when the notice is sent to shareholders. III. PROXY STATEMENT/PROSPECTUS 18. Comment: The Staff notes that the “What will happen if Reorganizations are approved?” section of the Proxy Statement/Prospectus discusses a change in benchmark for the Acquiring SMID Fund. Please either state that the difference between the Target SMID Fund’s benchmark and the Acquiring SMID Fund’s benchmark is not material or describe the impact of the change. Response: In response to the Staff’s comment, the Trust will revise the disclosure in this section, and similar disclosure elsewhere in the Registration Statement, as follows: For example, the Acquiring SMID Fund’s 80% policy remains unchanged, although the Acquiring SMID Fund will define small- and mid-cap companies to be those included in the Russell 2500® Index, its benchmark index, rather than in the S&P 1000® Index, the benchmark index for the Target SMID Fund (as of May 31, 2023, the top end of capitalization of companies in the Russell 2500® Index was $25.5 6 August 16, 2023 billion, whereas the top end was $17.1 billion for those in the S&P® 1000 Index). While the investment universe of the Russell 2500® Index is broader than that of the S&P 1000® Index, the difference in benchmark will not result in any material differences in how the Target SMID Fund and Acquiring SMID Fund are managed by Trillium. The benchmark for the Acquiring SMID Fund was changed to the Russell 2500® Index because JOHCM USA and Trillium of the Acquiring SMID Fund believe that the Russell 2500® Index reflects the Acquiring SMID Fund’s investment portfolio of small- and mid-sized companies and is more widely used in the marketplace, as well as more familiar to investors, than the S&P 1000® Index. 19. Comment: The Staff notes that the “What will happen if Reorganizations are approved?” section of the Proxy Statement/Prospectus states that “Voting your shares immediately will prevent the need to call you and solicit your vote.” Please restate the sentence to clarify that by voting their shares immediately, shareholders will only prevent the need to be called and solicited to vote their shares with respect to this current Reorganization and not any future meetings or adjournments. Response: The Trust will amend the disclosure to include the requested change as follows: Voting your shares immediately will prevent the need to call you and solicit your vote with respect to the Meeting scheduled for October 5, 2023 where shareholders will be asked to approve this Reorganization, currently scheduled to close on October 30, 2023. 20. Comment: The Staff notes that the “What are the anticipated benefits of the Reorganizations?” section of the Proxy Statement/Prospectus discloses that each of the PMP Board and JOHCM Board considered all of the factors presented in the bulleted list that follo