•
|
Simply complete, sign, and date the enclosed proxy card and return it in the postage prepaid envelope;
|
•
|
Call the toll-free telephone number listed on the enclosed proxy card and follow the instructions to vote your shares;
|
•
|
Vote via the Internet at the website shown on the enclosed proxy card; or
|
•
|
Vote in person at the special meeting of shareholders.
|
1.
|
A proposal to approve an Agreement and Plan of Reorganization (the “Plan”) pursuant to which all of the assets of the Target ETF will be transferred to the
Hennessy Stance ESG Large Cap ETF (the “Acquiring ETF”), a series of Hennessy Funds Trust, in exchange for shares of the Acquiring ETF, which will be distributed pro rata by the Target ETF to its shareholders, and the Acquiring
ETF will continue the business and assume the Target ETF’s liabilities (other than the excluded liabilities).
|
2.
|
If necessary, a proposal to adjourn the special meeting to permit further solicitation of proxies in the event a quorum does not exist or a quorum exists but there
are not sufficient votes at the time of the special meeting to approve the Plan on behalf of the Target ETF; and
|
3.
|
Such other business that may properly come before the special meeting or any postponements or adjournments thereof.
|
Whether or not you plan to attend the special meeting, we urge you to authorize proxies to cast your votes. You can do this in one of the following three ways:
(1) by completing, signing, and dating the enclosed proxy card and returning it in the enclosed postage prepaid envelope;
(2) by calling the toll-free telephone number listed on the enclosed proxy card and following the instructions to vote your shares; or
(3) by voting via the Internet at the website shown on the enclosed proxy card. Your prompt voting by proxy will help ensure a quorum at the special meeting.
Voting by proxy will not prevent you from voting your shares in person at the special meeting. You may revoke your proxy before it is exercised at the special meeting,
either by writing to the Secretary of RBB at the address noted in the Proxy Statement/Prospectus or in person at the time of the special meeting. A prior proxy can also be revoked by proxy voting again through the website or toll-free
telephone number listed above.
|
•
|
To vote on a proposal to approve the reorganization of the Target ETF into the Hennessy Stance ESG Large Cap ETF (the “Acquiring ETF”), a series of Hennessy
Funds Trust (the “Reorganization”), pursuant to the Agreement and Plan of Reorganization (the “Plan”). A copy of the Plan is attached hereto as Exhibit A. Pursuant to the Plan, all of the assets of the Target ETF
will be transferred to the Acquiring ETF, in exchange for shares of the Acquiring ETF, which will be distributed pro rata by the Target ETF to its shareholders and the Acquiring ETF will continue the business and assume the Target ETF’s
liabilities (other than the excluded liabilities); and
|
•
|
If necessary, to approve adjourning the special meeting to permit further solicitation of proxies in the event a quorum does not exist or a quorum exists but there are not sufficient
votes at the time of the special meeting to approve the Plan on behalf of the Target ETF; and
|
•
|
To transact such other business that may properly come before the special meeting or any postponements or adjournments thereof.
|
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the reorganization described in this Proxy
Statement/Prospectus or the securities to be issued pursuant to the reorganization under this Proxy Statement/Prospectus or determined if this Proxy Statement/Prospectus is accurate or adequate. Any representation to the contrary is a
criminal offense.
|
I.
|
SYNOPSIS
|
1 |
||
A.
|
Overview
|
|
1 | |
B.
|
Reasons for the Reorganization and Board Deliberations
|
1 | ||
C.
|
The Proposed Plan and Resulting Reorganization
|
3 | ||
D.
|
Comparison of the Target ETF and the Acquiring ETF
|
4 | ||
1
|
Investment Objective and Principal Investment Policies
|
4
|
||
2
|
Fundamental Investment Restrictions
|
5
|
||
3
|
Investment Advisory Services
|
5
|
||
4
|
Distribution Services
|
6
|
||
5
|
Purchase and Redemption Procedures
|
7
|
||
E.
|
Other Significant Considerations and Consequences of the Proposed Reorganization
|
7 |
||
F.
|
Summary of the Material U.S. Federal Income Tax Consequences of the Proposed Reorganization
|
8 |
||
II.
|
PRINCIPAL RISK FACTORS
|
8 |
||
III.
|
COMPARISON FEE TABLES AND EXAMPLES
|
13 | ||
A.
|
Fee Tables
|
13 | ||
B.
|
Example
|
14 | ||
IV.
|
THE PROPOSED PLAN AND RESULTING REORGANIZATION
|
14 | ||
A.
|
Summary of the Proposed Reorganization
|
15 | ||
B.
|
Terms of the Plan
|
16 | ||
C.
|
Description of the Acquiring ETF’s Shares
|
18 | ||
D.
|
Reasons for the Reorganization Considered by the Target ETF’s Board of Directors
|
18 | ||
E.
|
Material U.S. Federal Income Tax Consequences
|
18 | ||
F.
|
Comparison of Shareholder Rights
|
20 | ||
G.
|
Capitalization
|
20 | ||
V.
|
INFORMATION ABOUT THE TARGET ETF AND THE ACQUIRING ETF
|
21 |
||
A.
|
Investment Objective and Investment Strategies
|
21 | ||
B.
|
Fees and Expenses
|
22 | ||
C.
|
Investment Advisor, Sub-Advisors and Portfolio Managers
|
22 | ||
D.
|
Payments to Broker-Dealers and Other Financial Intermediaries
|
24 | ||
E.
|
Net Asset Value
|
24 | ||
F.
|
Shares
|
25 | ||
G.
|
Performance and Portfolio Turnover
|
27 | ||
H.
|
Taxes, Dividends, and Distributions
|
27 | ||
I.
|
Financial Highlights
|
30
|
||
J.
|
Distribution Arrangements
|
31 | ||
VI.
|
VOTING INFORMATION
|
31 |
A.
|
Method and Cost of Solicitation
|
32 | ||
B.
|
Right of Revocation
|
32 | ||
C.
|
Voting Securities and Principal Holders
|
32 | ||
VII.
|
ADDITIONAL INFORMATION
|
34 | ||
VIII.
|
MISCELLANEOUS INFORMATION
|
34 | ||
A.
|
Other Business
|
34 | ||
B.
|
Next Meeting of Shareholders
|
34 | ||
C.
|
Legal Matters
|
35 | ||
D.
|
Experts
|
35 | ||
Exhibit A
|
A-1 | |||
Exhibit B
|
B-1 |
I.
|
SYNOPSIS
|
A.
|
Overview
|
B.
|
Reasons for the Reorganization and Board Deliberations
|
1.
|
The current portfolio managers of the Target ETF will continue as portfolio managers of the Acquiring ETF, thereby contributing to the continuity of the management of the Acquiring ETF;
|
2.
|
The investment objectives, strategies and policies of the Target ETF and the Acquiring ETF are the same or substantially similar;
|
3.
|
The Reorganization would allow the Acquiring ETF’s shareholders who wish to continue to invest in a mutual fund managed in substantially the same manner as the Target ETF to do so;
|
4.
|
The advisory fees for the Acquiring ETF are expected to be the same as the Target ETF, and Red Gate does not anticipate that a Reorganization will result in any decline in the level of
services from the level of services that historically have been provided to Target ETF;
|
5.
|
Hennessy Advisors’ significant prior experience with mutual fund acquisitions;
|
6.
|
Hennessy Advisors has agreed to maintain the same expense limitation for the Acquiring ETF for at least two years following the Reorganization;
|
7.
|
The nature, extent, and quality of the non-advisory services to be provided by various service providers to the Acquiring ETF following the closing of the Reorganization.
|
8.
|
The Reorganization is expected to constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Target
ETF and its shareholders generally will not recognize gain or loss for U.S. federal income tax purposes in the Reorganization;
|
9.
|
The proposed Reorganization will be submitted to the shareholders of the Target ETF for their approval;
|
10.
|
Shareholders of the Target ETF who do not wish to become shareholders of the Acquiring ETF may redeem their shares of the Target ETF at net asset value before the Reorganization; and
|
11.
|
The interests of the Target ETF’s shareholders will not be diluted as a result of the Reorganization.
|
C.
|
The Proposed Plan and Resulting Reorganization
|
•
|
the Acquiring ETF will acquire substantially all of the assets, assume the liabilities (other than the excluded liabilities), and continue the business of the Target
ETF;
|
•
|
the Acquiring ETF will issue shares to the Target ETF, which the Target ETF will distribute pro rata to its shareholders;
|
•
|
the shareholders of the Target ETF will become shareholders of the Acquiring ETF; and
|
•
|
the shares of the Acquiring ETF received by a shareholder of the Target ETF will have the same aggregate net asset value (“NAV”) as such shareholder’s interest
in the Target ETF immediately prior to the Reorganization.
|
D.
|
Comparison of the Target ETF and the Acquiring ETF
|
1.
|
Investment Objective and Principal Investment Policies
|
2.
|
Fundamental Investment Restrictions
|
3.
|
Investment Advisory Services
|
4.
|
Distribution Services
|
5.
|
Purchase and Redemption Procedures
|
E.
|
Other Significant Considerations and Consequences of the Proposed Reorganization
|
F.
|
Summary of the Material U.S. Federal Income Tax Consequences of the Proposed Reorganization
|
II.
|
PRINCIPAL RISK FACTORS
|
•
|
Healthcare Sector Risk: Companies in the health care sector are subject to extensive government regulation and their
profitability can be significantly affected by regulatory changes. Other risk factors include rising costs of medical products and services, pricing pressure and limited product lines, loss or impairment of intellectual property rights,
and litigation regarding product or service liability.
|
•
|
Consumer Discretionary Sector Risk: Companies in the consumer discretionary sector can be significantly affected by the
performance of the overall economy, interest rates, competition, consumer confidence and spending, and changes in demographics and consumer tastes.
|
III.
|
COMPARISON FEE TABLES AND EXAMPLES
|
A.
|
Fee Tables
|
SHAREHOLDER FEES
|
|
|
(fees paid directly from your investment)
|
None
|
|
ANNUAL FUND OPERATING EXPENSES
|
|
|
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
Management Fees
|
|
0.95%
|
Distribution and Service (12b-1) Fees
|
|
0.00%
|
Other Expenses(1)
|
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.95%
|
|
Fees Waived(2)
|
-0.10%
|
|
Total Annual Fund Operating Expenses After Fee Waiver
|
0.85%
|
(1) |
“Other Expenses” have been estimated to reflect expenses expected to be incurred during the current fiscal year.
|
(2) |
Under the terms of an expense limitation agreement entered into by RBB and Red Gate, Red Gate has contractually agreed to waive a portion of its unitary management fee until March 31, 2023, to the extent necessary to limit the Target
ETF’s annual operating expenses (excluding brokerage commissions, taxes, interest expense, acquired fund fees and expenses, and any extraordinary expenses) to an amount not exceeding 0.85% annually of the Target ETF’s average daily net
assets. This contractual limitation may not be terminated before March 31, 2023, without the approval of the Target ETF’s Board of Directors.
|
SHAREHOLDER FEES
|
|
|
(fees paid directly from your investment)
|
None
|
|
ANNUAL FUND OPERATING EXPENSES
|
|
|
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
Management Fees
|
|
0.95%
|
Distribution and Service (12b-1) Fees
|
|
0.00%
|
Other Expenses(1)
|
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.95%
|
|
Fees Waived(2)
|
-0.10%
|
|
Total Annual Fund Operating Expenses After Fee Waiver
|
0.85%
|
(1) |
“Other Expenses” have been estimated to reflect expenses expected to be incurred during the current fiscal year.
|
(2) |
The ETF’s investment manager has contractually agreed to ensure that total operating expenses (excluding brokerage commissions, taxes, interest expense, acquired fund fees and expenses, and any extraordinary expenses) do not exceed
0.85% of the ETF’s average daily net assets. This contractual arrangement will continue until December 31, 2024, at which time it will automatically terminate (and it may not be terminated prior to that date).
|
B.
|
Example
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
$87
|
$293
|
$516
|
$1,157
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
$87
|
$282
|
$505
|
$1,148
|
IV.
|
THE PROPOSED PLAN AND RESULTING REORGANIZATION
|
•
|
All books and records necessary or desirable for the management, administration and operation of the Acquiring ETF, including, without limitation, books and records
necessary to permit the calculation and use of the ETF’s track record and any books and records required to be maintained under the Investment Company Act of 1940 in connection with the ETF.
|
•
|
Materials and records to support and maintain the track record of the ETF.
|
•
|
Payment to Red Gate of $100,000.
|
•
|
The assumption of specified liabilities by Hennessy Advisors.
|
•
|
Entry into a sub-advisory agreement with Stance Capital for portfolio management services.
|
•
|
Entry into a sub-advisory agreement with Vident Investment for trading services.
|
A.
|
Summary of the Proposed Reorganization
|
B.
|
Terms of the Plan
|
C.
|
Description of the Acquiring ETF’s Shares
|
D.
|
Reasons for the Reorganization Considered by the Target ETF’s Board of Directors
|
E.
|
Material U.S. Federal Income Tax Consequences
|
F.
|
Comparison of Shareholder Rights
|
G.
|
Capitalization
|
Target ETF
|
Acquiring ETF*
|
Pro Forma Combined
|
||||
Aggregate Net Assets
|
$
|
41,432,366
|
$
|
0
|
$
|
41,432,366
|
Shares Outstanding
|
1,740,000
|
0
|
1,740,000
|
|||
Net Asset Value Per Share
|
$
|
23.81
|
$
|
0
|
$
|
23.81
|
V.
|
INFORMATION ABOUT THE TARGET ETF AND THE ACQUIRING ETF
|
A.
|
Investment Objective and Investment Strategies
|
B.
|
Fees and Expenses
|
C.
|
Investment Advisor, Sub-Advisors and Portfolio Managers
|
D.
|
Payments to Broker-Dealers and Other Financial Intermediaries
|
E.
|
Net Asset Value
|
F.
|
Shares
|
G.
|
Performance and Portfolio Turnover
|
H.
|
Taxes, Dividends, and Distributions
|
I.
|
Financial Highlights
|
J.
|
Distribution Arrangements
|
A.
|
Method and Cost of Solicitation
|
B.
|
Right of Revocation
|
C.
|
Voting Securities and Principal Holders
|
Name and Address
|
% Ownership
|
National Financial Services LLC(1)
For the Exclusive Benefit of Our Customers
Attn: Mutual Funds Dept. 4th Floor
499 Washington Blvd.
Jersey City, NJ 07310-1995
|
61.5%
|
Charles Schwab & Co., Inc.(1)
Special Custody Account FBO Customers
Attn: Mutual Funds
211 Main Street
San Francisco, CA 94105-1905
|
19.3%
|
SEI Private Trust Company(1)
One Freedom Valley Drive
Oaks, PA 19456-9989
|
9.1%
|
(1)
|
Owned of record only.
|
VII.
|
ADDITIONAL INFORMATION
|
VIII.
|
MISCELLANEOUS INFORMATION
|
A.
|
Other Business
|
B.
|
Next Meeting of Shareholders
|
C.
|
Legal Matters
|
D.
|
Experts
|
1.
|
PLAN OF REORGANIZATION
|
2.
|
VALUATION
|
3.
|
CLOSING AND CLOSING DATE
|
4.
|
COVENANTS WITH RESPECT TO THE NEW FUND AND THE EXISTING FUND
|
5.
|
REPRESENTATIONS AND WARRANTIES
|
6.
|
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE EXISTING FUND
|
7.
|
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE NEW FUND
|
8.
|
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE NEW FUND AND THE EXISTING FUND
|
9.
|
EXPENSES
|
10.
|
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
|
11.
|
TERMINATION
|
12.
|
AMENDMENTS
|
13.
|
INDEMNIFICATION
|
14.
|
NOTICES
|
Hennessy Funds Trust
7250 Redwood Blvd
Suite 200
Novato, California 94945
Attention: President
|
With a copy to, which shall not constitute notice:
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention: Peter D. Fetzer
|
For RBB Fund, on behalf of itself and the Existing Fund:
Steven Plump
The RBB Fund, Inc.
615 East Michigan Street
Milwaukee, Wisconsin 53202
|
With a copy to, which shall not constitute notice:
Jillian L. Bosmann, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
|
15.
|
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
|
Hennessy Funds Trust, for itself and on behalf of the Hennessy Stance ESG Large Cap ETF
Teresa M. Nilsen
Executive Vice President
|
The RBB Fund, Inc., for itself and on behalf of the Stance Equity ESG Large Cap Core ETF
Steven Plump
President
|
|
Hennessy Advisors, Inc., solely for purposes of the second paragraph hereof, Section 9, and Section 11.2
Teresa M. Nilsen
President
|
1.
|
Investment Advisory Agreement, dated as of September 21, 2021, between RBB Fund and Red Gate Advisers, LLC (“Red Gate”).
|
2.
|
Investment Sub-Advisory Agreement, dated as of March 12, 2021, by and among RBB Fund, Red Gate and Stance Capital, LLC.
|
3.
|
Investment Sub-Advisory Agreement, dated as of February 17, 2021, by and among RBB Fund, Red Gate and Vident Investment Advisory, LLC.
|
4.
|
Expense Limitation and Reimbursement Agreement, dated as of March 15, 2021, by and between RBB Fund and Red Gate.
|
5.
|
Distribution Agreement, dated as of March 4, 2021, by and between the Company, Vigilant Distributors, LLC and Red Gate, as amended by the Amendment to Distribution
Agreement, dated July 22, 2021.
|
6.
|
Participant Agreement, dated as of May 4, 2021, between Citadel Securities LLC and Vigilant Distributors, LLC.
|
7.
|
Participant Agreement, dated as of March 18, 2021 between Merrill Lynch Professional Clearing Corp. and Vigilant
Distributors, LLC.
|
8.
|
Participant Agreement, dated as of March 12, 2021, between Goldman Sachs & Co. LLC and Vigilant Distributors,
LLC.
|
9.
|
Participant Agreement, dated as of March 16, 2021, between BofA Securities, Inc. and Vigilant Distributors, LLC.
|
10.
|
Participant Agreement, dated as of March 16, 2021, between BNY Mellon Capital Markets and Vigilant Distributors,
LLC.
|
11.
|
Amended and Restated Custody Agreement, dated as of June 30, 2019, by and between the Company and U.S. Bank National Association, as amended by the First Amendment,
dated as of May 26, 2020, the Second Amendment, dated as of March 5, 2021, the Third Amendment, dated as of May 24, 2021, the Fourth Amendment, dated as of December 1, 2021, and the Fifth Amendment, dated as of December 27, 2021.
|
12.
|
Amended and Restated Fund Accounting Servicing Agreement, dated as of June 30, 2019, by and between the Company and U.S. Bank National Association, as amended by
the First Amendment, dated as of May 26, 2020, the Second Amendment, dated as of November 12, 2020, the Third Amendment, dated as of February 11, 2021, the Fourth Amendment, dated as of May 24, 2021, the Fifth Amendment, dated as of
June 30, 2021, the Sixth Amendment, dated as of December 1, 2021, and the Seventh Amendment, dated as of December 27, 2021.
|
13.
|
Amended and Restated Fund Administration Servicing Agreement, dated as of July 30, 2019, by and between the Company and U.S. Bank National Association, as amended
by the First Amendment, dated as of May 26, 2020, the Second Amendment, dated as of November 12, 2020, the Third Amendment, dated as of March 5, 2021, the Fourth Amendment, dated as of May 24, 2021, the Fifth Amendment, dated as of
June 30, 2021, the Sixth Amendment, dated as of December 1, 2021, and the Seventh Amendment, dated as of December 27, 2021.
|
14.
|
Amended and Restated Transfer Agent Services Agreement, dated as of June 30, 2019, by and between the Company and U.S. Bank National Association, as amended by the
First Amendment, dated as of May 26, 2020, the Second Amendment, dated as of March 5, 2021, the Third Amendment, dated as of May 24, 2021, the Fourth Amendment, dated as of December 1, 2021, and the Fifth Amendment, dated as of
December 27, 2021.
|
FOR THE
YEAR ENDED AUGUST 31, 2022
|
FOR THE
PERIOD ENDED AUGUST 31, 2021(1) |
|
PER SHARE OPERATING PERFORMANCE |
||
Net asset value, beginning of period
|
$ 27.82
|
$ 25.00
|
Net investment income/(loss)(2)
|
0.20
|
0.02
|
Net realized and unrealized gain/(loss) from investments
|
(3.10)
|
2.80
|
Net increase/(decrease) in net assets resulting from operations
|
(2.90)
|
2.82
|
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
|
||
Net investment income
|
(0.10)
|
- |
Net realized capital gains
|
(0.02)
|
- |
Total dividends and distributions to shareholders
|
(0.12)
|
- |
Net asset value, end of period
|
$ 24.80
|
$ 27.82
|
Market value, end of period
|
$ 24.83
|
$ 27.91
|
Total investment return/(loss) on net asset value(3)
|
-10.50%
|
11.23%(5)
|
Total investment return/(loss) on market price(4)
|
-10.63%
|
11.56%(5)
|
RATIO/SUPPLEMENTAL DATA |
||
Net assets, end of period (000’s omitted)
|
$42,530
|
$37,285
|
Ratio of expenses to average net assets with waivers and/or reimbursements
|
0.85%
|
0.85%(6)
|
Ratio of expenses to average net assets without waivers and/or reimbursements
|
0.95%
|
0.95%(6)
|
Ratio of net investment income/(loss) to average net assets
|
0.74%
|
0.19%(6)
|
Portfolio turnover rate(7)
|
290%
|
180%(5)
|
(1)
|
Inception date of the Fund was March 15, 2021.
|
(2)
|
Per share data calculated using average shares outstanding method.
|
(3)
|
Total investment return/(loss) on net asset value is calculated assuming a purchase of shares on the first day and a sale of shares on the last day of each period reported and includes reinvestments
of dividends and distributions, if any.
|
(4)
|
Total investment return/(loss) on market price is calculated assuming an initial investment made at the market price on the first day of the period, reinvestment of dividends and distributions at
market price during the period and redemption at market price on the last day of the period.
|
(5)
|
Not annualized.
|
(6)
|
Annualized.
|
(7)
|
Excludes effect of in-kind transfers.
|
INTRODUCTION
|
2
|
INCORPORATION BY REFERENCE
|
2
|
ADDITIONAL INFORMATION ABOUT THE TARGET ETF
|
2
|
ACQUIRING FUND HISTORY AND CLASSIFICATION
|
3
|
INVESTMENT RESTRICTIONS
|
6
|
EXCHANGE LISTING AND TRADING
|
7
|
INVESTMENT CONSIDERATIONS
|
8
|
TRUSTEES AND OFFICERS
|
16
|
OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
|
23
|
MANAGEMENT OF THE ACQUIRING ETF
|
23
|
PORTFOLIO TRANSACTIONS
|
30
|
DISCLOSURE OF PORTFOLIO HOLDINGS
|
31
|
PURCHASE AND REDEMPTION OF CREATION UNITS
|
33
|
ABANDONED PROPERTY
|
42
|
VALUATION OF SHARES
|
42
|
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
|
43
|
ANTI-MONEY LAUNDERING PROGRAM
|
51
|
OTHER INFORMATION
|
52
|
•
|
Statement of Additional Information of the Target ETF,
dated December 31, 2021, as supplemented to date (the “Target ETF’s SAI”);
|
•
|
Annual Report to Shareholders for the Target ETF for the fiscal year
ended August 31, 2022, containing audited financial statements (the “Target ETF’s Annual Report”).
|
•
|
Hennessy Cornerstone Growth Fund (the “Cornerstone Growth Fund”)
|
•
|
Hennessy Focus Fund (the “Focus Fund”)
|
•
|
Hennessy Cornerstone Mid Cap 30 Fund (the “Cornerstone Mid Cap 30 Fund”)
|
•
|
Hennessy Cornerstone Large Growth Fund (the “Cornerstone Large Growth Fund”)
|
•
|
Hennessy Cornerstone Value Fund (the “Cornerstone Value Fund”)
|
•
|
Hennessy Total Return Fund (the “Total Return Fund”)
|
•
|
Hennessy Equity and Income Fund (the “Equity and Income Fund”)
|
•
|
Hennessy Balanced Fund (the “Balanced Fund”)
|
•
|
Hennessy Energy Transition Fund (the “Energy Transition Fund”)
|
•
|
Hennessy Midstream Fund (the “Midstream Fund”)
|
•
|
Hennessy Gas Utility Fund (the “Gas Utility Fund”)
|
•
|
Hennessy Small Cap Financial Fund (the “Small Cap Financial Fund”)
|
•
|
Hennessy Large Cap Financial Fund (the “Large Cap Financial Fund”)
|
•
|
Hennessy Technology Fund (the “Technology Fund”)
|
•
|
Hennessy Japan Fund (the “Japan Fund”)
|
•
|
Hennessy Japan Small Cap Fund (the “Japan Small Cap Fund”).
|
Name, Age, and Position Held with the Trust
|
Start Date
of Service |
Principal Occupation(s)
During Past Five Years |
Other Directorships Held Outside of Fund Complex During Past Five Years
|
|||
Disinterested Trustees(1) and Advisers
|
||||||
J. Dennis DeSousa
86 Trustee |
January 1996
|
Mr. DeSousa is a real estate investor.
|
None.
|
|||
Robert T. Doyle
75 Trustee |
January 1996
|
Mr. Doyle has been the Sheriff of Marin County, California since 1996.
|
None.
|
|||
Claire Garvie
48 Trustee |
December 2015 as an Adviser to the Board and December 2021 as a Trustee
|
Ms. Garvie is a founder of Kiosk and has served as its Chief Operating Officer since 2004. Kiosk is a full‑service marketing agency with offices in the San Francisco Bay Area, Toronto, and Liverpool, UK.
|
None.
|
|||
Gerald P. Richardson 76
Trustee |
May 2004
|
Mr. Richardson is an independent consultant in the securities industry.
|
None.
|
|||
Brian Alexander
41 Adviser to the Board |
March 2015
|
Mr. Alexander has worked for the Sutter Health organization since 2011 in various positions. He has served as the Chief Executive Officer of the Sutter Roseville Medical Center since 2018. From 2016 through
2018, he served as the Vice President of Strategy for the Sutter Health Valley Area, which includes 11 hospitals, 13 ambulatory surgery centers, 16,000 employees, and 1,900 physicians. From 2013 through 2016, Mr. Alexander served as Sutter
Novato Community Hospital’s Chief Administrative Officer.
|
None.
|
Name, Age, and Position Held with the Trust
|
Start Date
of Service |
Principal Occupation(s)
During Past Five Years |
Other Directorships Held Outside of Fund Complex During Past Five Years
|
Doug Franklin
58 Adviser to the Board |
March 2016
|
Mr. Franklin is a retired insurance industry executive. From 1987 through 2015, he was employed by the Allianz-Fireman’s Fund Insurance Company in various positions, including as its Chief Actuary and Chief
Risk Officer.
|
None.
|
|||
Interested Trustee (2)
|
||||||
Neil J. Hennessy (3)
66 Chairman of the Board, Chief Market Strategist, Portfolio Manager, and President |
January 1996 as a Trustee and June 2008 as an Officer
|
Mr. Hennessy has been employed by Hennessy Advisors, Inc. since 1989 and currently serves as its Chairman and Chief Executive Officer.
|
Hennessy Advisors, Inc.
|
Name, Age, and Position Held with the Trust
|
Start Date
of Service |
Principal Occupation(s) During Past Five Years
|
||
Officers
|
||||
Teresa M. Nilsen
56 Executive Vice President and Treasurer |
January 1996
|
Ms. Nilsen has been employed by Hennessy Advisors, Inc. since 1989 and currently serves as its President, Chief Operating Officer, and Secretary.
|
||
Daniel B. Steadman
66 Executive Vice President and Secretary |
March 2000
|
Mr. Steadman has been employed by Hennessy Advisors, Inc. since 2000 and currently serves as its Executive Vice President.
|
||
Brian Carlson
50 Senior Vice President and Head of Distribution |
December 2013
|
Mr. Carlson has been employed by Hennessy Advisors, Inc. since December 2013 and currently serves as its Chief Compliance Officer and Senior Vice President.
|
||
Jennifer Cheskiewicz (4)
45 Senior Vice President and Chief Compliance Officer |
June 2013
|
Ms. Cheskiewicz has been employed by Hennessy Advisors, Inc. as its General Counsel since June 2013.
|
||
David Ellison (5)
64 Senior Vice President and Portfolio Manager |
October 2012
|
Mr. Ellison has been employed by Hennessy Advisors, Inc. since October 2012. He has served as a Portfolio Manager of the Hennessy Large Cap Financial Fund and the Hennessy Small Cap Financial Fund since their
inception. Mr. Ellison also served as a Portfolio Manager of the Hennessy Technology Fund from its inception until February 2017. Mr. Ellison served as Director, CIO, and President of FBR Fund Advisers, Inc. from December 1999 to October
2012.
|
Ryan Kelley (6)
49 Chief Investment Officer, Senior Vice President, and Portfolio Manager
|
March 2013
|
Mr. Kelley has been employed by Hennessy Advisors, Inc. since October 2012. He has served as Chief Investment Officer of the Hennessy Funds since March 2021 and has served as a Portfolio Manager of the Hennessy
Gas Utility Fund, the Hennessy Large Cap Financial Fund, and the Hennessy Small Cap Financial Fund since October 2014. Mr. Kelly served as Co‑Portfolio Manager of these same funds from March 2013 through September 2014 and as a Portfolio
Analyst for the Hennessy Funds from October 2012 through February 2013. He has also served as a Portfolio Manager of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund,
and the Hennessy Cornerstone Value Fund since February 2017 and as a Portfolio Manager of the Hennessy Total Return Fund, the Hennessy Balanced Fund, and the Hennessy Technology Fund since May 2018. He previously served as Co‑Portfolio
Manager of the Hennessy Technology Fund from February 2017 until May 2018. Mr. Kelley served as Portfolio Manager of FBR Fund Advisers, Inc. from January 2008 to October 2012.
|
||
L. Joshua Wein (6)
49 Vice President and Portfolio Manager |
September 2018
|
Mr. Wein has been employed by Hennessy Advisors, Inc. since 2018. He has served as Portfolio Manager of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone
Large Growth Fund, the Hennessy Cornerstone Value Fund, Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Gas Utility Fund, and the Hennessy Technology Fund since February 2021, and as the Co-Portfolio Manager of these
Funds since February 2019. He served as a Senior Analyst of those same Funds from September 2018 through February 2019. He also has served as a Portfolio Manager of the Hennessy Energy Transition Fund and the Hennessy Midstream Fund since
January 2022. Mr. Wein served as Director of Alternative Investments and Co‑Portfolio Manager at Sterling Capital Management from 2008 to 2018.
|
(1) |
The Funds have determined that Mr. DeSousa, Mr. Doyle, Ms. Garvie, and Mr. Richardson are not interested persons, as defined in the 1940 Act, of the Investment Manager or of any predecessor investment for purposes of Section 15(f).
|
(2) |
Messrs. DeSousa, Doyle, N. Hennessy, and Richardson previously served on the Board of Directors of Hennessy Mutual Funds, Inc. (“HMFI”), The Hennessy Funds, Inc. (“HFI”), and Hennessy SPARX Funds Trust (“HSFT”).
Pursuant to an internal reorganization effective as of February 28, 2014, the series of HFMI, HFI, and HSFT were reorganized into corresponding series of Hennessy Funds Trust that mirrored them. Subsequent to the reorganization, HFMI, HFI,
and HSFT were dissolved.
|
(3) |
Mr. Neil Hennessy is considered an “interested person,” as defined in the 1940 Act, because he is an officer of the Hennessy Funds.
|
(4) |
The address of this officer is 4800 Bee Caves Road, Suite 100, Austin, TX 78746.
|
(5) |
The address of this officer is 101 Federal Street, Suite 1900, Boston, MA 02110.
|
(6) |
The address of this officer is 1340 Environ Way, Suite 305, Chapel Hill, NC 27517.
|
Name of Person
|
Aggregate Compensation from Hennessy Funds Trust
|
Pension or Retirement Benefits Accrued as Part of Fund Expenses
|
Estimated Annual Benefits upon
Retirement |
Total
Compensation from Hennessy Funds Trust(1) |
||||
Disinterested Trustees and Advisers
|
||||||||
J. Dennis DeSousa
|
$ 64,000
|
—
|
—
|
$ 64,000
|
||||
Robert T. Doyle
|
$ 64,000
|
—
|
—
|
$ 64,000
|
||||
Claire Garvie
|
$ 64,000
|
—
|
—
|
$ 64,000
|
||||
Gerald P. Richardson
|
$ 64,000
|
—
|
—
|
$ 64,000
|
Name of Person
|
Aggregate Compensation from Hennessy Funds Trust
|
Pension or Retirement Benefits Accrued as Part of Fund Expenses
|
Estimated Annual Benefits upon
Retirement |
Total
Compensation from Hennessy Funds Trust(1) |
Brian Alexander
|
$ 20,000
|
—
|
—
|
$ 20,000
|
||||
Doug Franklin
|
$ 20,000
|
—
|
—
|
$ 20,000
|
||||
Interested Persons (as defined in the 1940 Act)
|
||||||||
Neil J. Hennessy
|
—
|
—
|
—
|
—
|
||||
Jennifer Cheskiewicz
|
$ 287,377(2)
|
—
|
—
|
$ 287,377(2)
|
(1) There are currently sixteen other series comprising Hennessy
Funds Trust.
(2) This amount includes $254,667 in salary and $32,710 in
benefits (health and life insurance premiums and payroll expenses).
|
Number of Other Accounts Managed and Total Assets by Account Type*
|
Number of Accounts and Total Assets for Which Advisory Fee Is Performance‑Based*
|
|||||||||||
Name of Portfolio Manager |
Registered Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts |
Registered Investment Companies |
Other Pooled Investment Vehicles
|
Other Accounts |
||||||
Bill Davis
|
10
$45,922,856
|
0
$0
|
78
$66,060,495
|
0
$0
|
0
$0
|
0
$0
|
||||||
Kyle Balkissoon
|
10
$45,922,856
|
0
$0
|
78
$66,060,495
|
0
$0
|
0
$0
|
0
$0
|
Number of Other Accounts Managed and Total Assets by Account Type*
|
Number of Accounts and Total Assets for Which Advisory Fee Is Performance‑Based*
|
|||||||||||
Name of Portfolio Manager |
Registered Investment Companies |
Other
Pooled Investment Vehicles |
Other Accounts |
Registered Investment Companies |
Other Pooled Investment Vehicles
|
Other Accounts |
||||||
Rafael Zayas
|
25
$3,419,433,475
|
25
$665,241,918
|
0
$0
|
0
$0
|
0
$0
|
0
$0
|
||||||
Ryan Dofflemeyer
|
11
$2,562,135,152
|
23
$305,369,881
|
1
$25.601,655
|
0
$0
|
0
$0
|
0
$0
|
* |
If an account has a co-portfolio manager, the total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.
|
(1) |
by the court or other body approving the settlement;
|
(2) |
by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or
|
(3) |
by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry);
|
3.
|
See relevant portions of Certificate of Trust, as amended, Trust Instrument, and Bylaws.
|
4.
|
Agreement and Plan of Reorganization is incorporated by reference to Exhibit A to the Proxy Statement/Prospectus filed herewith as Part A to this Registration Statement on Form N-14.
|
5.
|
Reference is made to Exhibits (1) and (2).
|
8.
|
None.
|
(h)
|
12.
|
Form of Opinion of Foley & Lardner LLP regarding tax matters. (14)
|
13. (a)
|
14.
|
(a) Consent of Independent Registered Public Accounting Firm – Filed
Herewith.
|
15.
|
None.
|
16.
|
(1) |
Incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement. Post‑Effective Amendment No. 16 was filed on July 1, 2005, and its accession number is 0000897069-05-001653.
|
(2) |
Incorporated by reference to Post-Effective Amendment No. 24 to the Registration Statement. Post‑Effective Amendment No. 24 was filed on December 15, 2008, and its accession number is 0000897069-08-001905.
|
(3) |
Incorporated by reference to Post-Effective Amendment No. 26 to the Registration Statement. Post‑Effective Amendment No. 26 was filed on November 23, 2009, and its accession number is 0000898531-09-000435.
|
(4) |
Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement. Post‑Effective Amendment No. 34 was filed on February 28, 2013, and its accession number is 0000898531-13-000110.
|
(5) |
Incorporated by reference to Post-Effective Amendment No. 38 to the Registration Statement. Post‑Effective Amendment No. 38 was filed on February 28, 2014, and its accession number is 0000898531-14-000096.
|
(6) |
Incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement. Post‑Effective Amendment No. 43 was filed on February 29, 2016, and its accession number is 0000898531-16-000649.
|
(7) |
Incorporated by reference to Post-Effective Amendment No. 47 to the Registration Statement. Post‑Effective Amendment No. 47 was filed on February 28, 2017, and its accession number is 0000898531-17-000122.
|
(8) |
Incorporated by reference to the Registration Statement on Form N-14 that was filed on June 13, 2017, and its accession number is 0000898531-17-000334.
|
(9) |
Incorporated by reference to Post-Effective Amendment No. 49 to the Registration Statement. Post‑Effective Amendment No. 49 was filed on February 28, 2018, and its accession number is 0000898531-18-000104.
|
(10) |
Incorporated by reference to Post-Effective Amendment No. 53 to the Registration Statement. Post‑Effective Amendment No. 53 was filed on February 28, 2019, and its accession number is 0000898531-19-000103.
|
(11) |
Incorporated by reference to Post-Effective Amendment No. 55 to the Registration Statement. Post‑Effective Amendment No. 55 was filed on February 28, 2020, and its accession number is 0000898531-20-000075.
|
(12) |
Incorporated by reference to Post-Effective Amendment No. 57 to the Registration Statement. Post‑Effective Amendment No. 57 was filed on March 1, 2021, and its accession number is 0001387131-21-003026.
|
(13) |
Incorporated by reference to Post-Effective Amendment No. 59 to the Registration Statement. Post-Effective Amendment No. 59 was filed on February 28, 2022, and its accession number is 0001387131-22-002590.
|
(14) |
Incorporated by reference to the Registration Statement on Form N-14 that was filed on September 23, 2022, and its accession number is 0000897069-22-000553.
|
Name
|
Title
|
Date
|
/s/ Neil J. Hennessy
Neil J. Hennessy |
Chairman of the Board and President (Principal Executive Officer) and a Trustee
|
November 3, 2022
|
Robert T. Doyle*
|
Trustee
|
*
|
J. Dennis DeSousa*
|
Trustee
|
*
|
Gerald P. Richardson*
|
Trustee
|
*
|
Claire Garvie*
|
Trustee
|
*
|
/s/ Teresa M. Nilsen
Teresa M. Nilsen |
Executive Vice President and Treasurer (Principal Financial and Accounting Officer)
|
November 3, 2022
|
1.
|
As of the Effective Date, Amended Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto.
|
2.
|
As of the Effective Date, the fee schedule applicable to exchange traded funds is hereby added to the Agreement and attached hereto as Exhibit
D-1.
|
3.
|
Except to the extent amended by this Amendment, the Agreement remains in full force and effect.
|
HENNESSY FUNDS TRUST
By:
Name: _____________________________
Title: _____________________________
Date:
|
U.S. BANK NATIONAL ASSOCIATION
By:
Name:
Title:
Date:
|
Name of Series
|
Applicable Fee Schedule
|
Hennessy Cornerstone Growth Fund
|
Exhibit D
|
Hennessy Focus Fund
|
Exhibit D
|
Hennessy Cornerstone Mid Cap 30 Fund
|
Exhibit D
|
Hennessy Cornerstone Large Growth Fund
|
Exhibit D
|
Hennessy Cornerstone Value Fund
|
Exhibit D
|
Hennessy Total Return Fund
|
Exhibit D
|
Hennessy Equity and Income Fund
|
Exhibit D
|
Hennessy Balanced Fund
|
Exhibit D
|
Hennessy BP Energy Fund
|
Exhibit D
|
Hennessy BP Midstream Fund
|
Exhibit D
|
Hennessy Gas Utility Fund
|
Exhibit D
|
Hennessy Japan Fund
|
Exhibit D
|
Hennessy Japan Small Cap Fund
|
Exhibit D
|
Hennessy Large Cap Financial Fund
|
Exhibit D
|
Hennessy Small Cap Financial Fund
|
Exhibit D
|
Hennessy Technology Fund
|
Exhibit D
|
Stance Equity ESG Large Cap Core ETF
|
Exhibit D-1
|
1 |
This Exhibit is a combined fee schedule that will cover all services provided by USBGFS to the Trust pursuant to the Fund Administration Servicing Agreement, the Fund
Accounting Servicing Agreement, and the Transfer Agent Servicing Agreement, as well as the services provided by U.S. Bank National Association to the Trust pursuant to the Custody Agreement.
|
◾
|
$4.00 – Book entry DTC transaction, Federal Reserve transaction, principal paydown
|
◾
|
$7.00 – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction
|
◾
|
$8.00 – Option/SWAPS/future contract written, exercised or expired
|
◾
|
$15.00 – Mutual fund trade, Margin Variation Wire and outbound Fed wire
|
◾
|
$50.00 – Physical security transaction
|
◾
|
$5.00 – Check disbursement (waived if U.S. Bancorp is Administrator)
|
◾
|
$20 Manual instructions fee. (Additional Per Securities and Cash
Transactions)
|
◾
|
$20 Cancellation/Repair fee. (Additional Per Securities and Cash
Transactions)
|
◾
|
$6.5 Per Non-USD wire.
|
◾
|
$30 Per Non-FX Executed at U.S. Bank
|
◾
|
$25 Monthly charge on zero valued securities (Per ISIN)
|
◾
|
$20 Per Proxy Vote cast.
|
◾
|
$25 Dormant account fee (one year no activity)
|
◾
|
Additional fees apply for global servicing. Fund of Fund expenses quoted separately.
|
◾
|
$600 per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)
|
◾
|
Class Action Services – $25 filing fee per class action per account, plus 3% of gross proceeds, up to a maximum per recovery not to exceed $3,000.
|
◾
|
No charge for the initial conversion free receipt.
|
◾
|
Overdrafts – charged to the account at prime interest rate plus 2%, unless a line of credit is in place
|
◾
|
Third Party lending - Additional fees will apply
|
◾
|
A transaction is defined as any purchase/sale, free receipt / free delivery, maturity, tender or exchange of a security.
|
◾
|
Global Filing: $500 per annum
|
◾
|
U.S. Domestic Filing: $250 per annum (Only ADRs)
|
◾
|
Any client who does not elect for tax services (and does them themselves, would be charged an out of pocket expense per the normal process).
|
◾
|
Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening fees, local taxes, stamp duties or other local duties
and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications, recurring
administration fees, negative interest charges, overdraft charges or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
◾
|
A surcharge may be added to certain miscellaneous expenses listed herein to cover handling, servicing and other administrative costs associated with
the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
◾
|
SWIFT reporting and message fees.
|
Country
|
Safekeeping (BPS)
|
Transaction fee
|
Country
|
Safekeeping (BPS)
|
Transaction fee
|
Country
|
Safekeeping (BPS)
|
Transaction fee
|
||
Argentina
|
18.00
|
$30
|
Hong Kong
|
1.75
|
$18
|
Poland
|
8.00
|
$25
|
||
Australia
|
1.50
|
$15
|
Hungary
|
18.00
|
$55
|
Portugal
|
3.00
|
$10
|
||
Austria
|
1.70
|
$12
|
Iceland
|
15.00
|
$48
|
Qatar
|
38.00
|
$115
|
||
Bahrain
|
42.00
|
$115
|
India
|
7.00
|
$40
|
Romania
|
30.00
|
$85
|
||
Bangladesh
|
18.00
|
$110
|
Indonesia
|
6.00
|
$52
|
Russia
|
12.00
|
$175
|
||
Belgium
|
1.00
|
$8
|
Ireland
|
1.00
|
$3
|
Saudi Arabia
|
30.00
|
$75
|
||
Bermuda
|
15.00
|
$55
|
Israel
|
10.00
|
$26
|
Serbia
|
60.00
|
$165
|
||
Botswana
|
24.00
|
$45
|
Italy
|
1.00
|
$10
|
Singapore
|
1.35
|
$22
|
||
Brazil
|
7.00
|
$15
|
Japan
|
1.00
|
$6
|
Slovakia
|
20.00
|
$90
|
||
Bulgaria
|
24.00
|
$68
|
Jordan
|
40.00
|
$125
|
Slovenia
|
20.00
|
$90
|
||
Canada
|
1.20
|
$6
|
Kenya
|
28.00
|
$42
|
South Africa
|
1.75
|
$12
|
||
Chile
|
13.00
|
$40
|
Kuwait
|
38.00
|
$110
|
South Korea
|
3.00
|
$12
|
||
China Connect
|
18.00
|
$20
|
Latvia
|
15.00
|
$65
|
Spain
|
1.00
|
$10
|
||
China (B Shares)
|
10.00
|
$42
|
Lithuania
|
15.00
|
$45
|
Sri Lanka
|
11.00
|
$70
|
||
Colombia
|
30.00
|
$50
|
Luxembourg
|
1.25
|
$20
|
Sweden
|
1.25
|
$10
|
||
Costa Rica
|
15.00
|
$55
|
Malaysia
|
3.00
|
$35
|
Switzerland
|
1.25
|
$12
|
||
Croatia
|
18.00
|
$55
|
Malta
|
20.00
|
65
|
Taiwan
|
8.00
|
$43
|
||
Cyprus
|
4.00
|
$20
|
Mauritius
|
28.00
|
$90
|
Tanzania
|
45.00
|
$150
|
||
Czech Republic
|
12.00
|
$25
|
Mexico
|
2.50
|
$12
|
Thailand
|
3.00
|
$25
|
||
Denmark
|
1.25
|
$10
|
Morocco
|
28.00
|
$68
|
Tunisia
|
38.00
|
$42
|
||
Egypt
|
18.00
|
$50
|
Namibia
|
30.00
|
$45
|
Turkey
|
9.00
|
$12
|
||
Estonia
|
6.00
|
$25
|
Netherlands
|
1.25
|
$8
|
UAE
|
35.00
|
$105
|
||
Eswatini
|
28.00
|
$55
|
New Zealand
|
1.50
|
$22
|
Uganda
|
40.00
|
$90
|
||
Euroclear
(Eurobonds) |
1.00
|
$10
|
Nigeria
|
28.00
|
$38
|
Ukraine
|
30.00
|
$50
|
||
Euroclear
(Non-Eurobonds) |
Rates are available upon request
|
Rates are available upon request
|
Norway
|
1.25
|
$10
|
United Kingdom
|
1.00
|
$3
|
||
Finland
|
1.50
|
$10
|
Oman
|
42.00
|
$100
|
Uruguay
|
45.00
|
$55
|
||
France
|
1.00
|
$8
|
Pakistan
|
24.00
|
$75
|
Vietnam
|
20.00
|
$80
|
||
Germany
|
1.00
|
$8
|
Panama
|
65.00
|
$98
|
West African Economic Monetary Union (WAEMU)*
|
38.00
|
$130
|
||
Ghana
|
25.00
|
$40
|
Peru
|
30.00
|
$60
|
Zambia
|
28.00
|
$45
|
||
Greece
|
4.00
|
$20
|
Philippines
|
3.50
|
$38
|
Zimbabwe
|
28.00
|
$45
|
1 |
![]() November 3, 2022
|
ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5306
414.271.2400 TEL
414.297.4900 FAX
foley.com
CLIENT/MATTER NUMBER
082961-0143
|
Hennessy Funds Trust
7250 Redwood Blvd.
Suite 200
Novato, California 94945
|
AUSTIN
BOSTON
CHICAGO
DALLAS
DENVER
|
DETROIT
HOUSTON
JACKSONVILLE
LOS ANGELES
MADISON
|
MEXICO CITY
MIAMI
MILWAUKEE
NEW YORK
ORLANDO
|
SACRAMENTO
SALT LAKE CITY
SAN DIEGO
SAN FRANCISCO
SILICON VALLEY
|
TALLAHASSEE
TAMPA
WASHINGTON, D.C.
BRUSSELS
TOKYO
|
1.
|
As of the Effective Date, Amended Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto.
|
2.
|
As of the Effective Date, the fee schedule applicable to exchange traded funds is hereby added to the Agreement and attached hereto as Exhibit
B-1.
|
3.
|
Except to the extent amended by this Amendment, the Agreement remains in full force and effect.
|
HENNESSY FUNDS TRUST
By:
Name: _____________________________
Title: _____________________________
Date:
|
U.S. BANCORP FUND SERVICES, LLC,
By:
Name:
Title:
Date:
|
Name of Series
|
Applicable Fee Schedule
|
Hennessy Cornerstone Growth Fund
|
Exhibit B
|
Hennessy Focus Fund
|
Exhibit B
|
Hennessy Cornerstone Mid Cap 30 Fund
|
Exhibit B
|
Hennessy Cornerstone Large Growth Fund
|
Exhibit B
|
Hennessy Cornerstone Value Fund
|
Exhibit B
|
Hennessy Total Return Fund
|
Exhibit B
|
Hennessy Equity and Income Fund
|
Exhibit B
|
Hennessy Balanced Fund
|
Exhibit B
|
Hennessy BP Energy Fund
|
Exhibit B
|
Hennessy BP Midstream Fund
|
Exhibit B
|
Hennessy Gas Utility Fund
|
Exhibit B
|
Hennessy Japan Fund
|
Exhibit B
|
Hennessy Japan Small Cap Fund
|
Exhibit B
|
Hennessy Large Cap Financial Fund
|
Exhibit B
|
Hennessy Small Cap Financial Fund
|
Exhibit B
|
Hennessy Technology Fund
|
Exhibit B
|
Stance Equity ESG Large Cap Core ETF
|
Exhibit B-1
|
1 |
This Exhibit is a combined fee schedule that will cover all services provided by USBGFS to the Trust pursuant to the Fund Administration Servicing Agreement, the Fund
Accounting Servicing Agreement, and the Transfer Agent Servicing Agreement, as well as the services provided by U.S. Bank National Association to the Trust pursuant to the Custody Agreement.
|
◾
|
$0.08 – Listed equity instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards,
Currency Rates, Total Return Swaps
|
◾
|
$0.50 – Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Government Agency Bonds, Mortgage Backed
Securities, and Municipal Bonds
|
◾
|
$0.80 – Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign
Bonds; and High Yield Bonds
|
◾
|
$1.00- Bank Loans
|
◾
|
Derivative Instruments are generally charged at the following rates:
|
o
|
$0.90 – Interest Rate Swaps, Foreign Currency Swaps
|
o
|
$1.50 – Swaptions
|
o
|
$3.00 – Credit Default Swaps
|
◾
|
Intraday money market funds pricing, up to 3 times per day
|
◾
|
$500 per Month Manual Security Pricing (>25 per day)
|
◾
|
$2.00 per Foreign Equity Security per Month
|
◾
|
$1.00 per Domestic Equity Security per Month
|
◾
|
$2.00 per CMOs, Asset Backed, Mortgage Backed Security per Month
|
◾
|
$1 per security per month for fund administrative
|
◾
|
Form N-PORT – $8,000 per year, per Fund
|
◾
|
Form N-CEN – $250 per year, per Fund
|
◾
|
M-1 book-to-tax adjustments at fiscal and excise year-end
|
◾
|
Prepare tax footnotes in conjunction with fiscal year-end audit
|
◾
|
Prepare Form 1120-RIC federal income tax return and relevant schedules
|
◾
|
Prepare Form 8613 and relevant schedules
|
◾
|
Prepare Form 1099-MISC Forms
|
◾
|
Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing
|
◾
|
Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).
|
◾
|
Base fee – $20,000 per fund per year
|
◾
|
Setup – $2,500 per fund group
|
Offering
|
Price per Fund per Month
|
Limited Derivatives User
|
$120
|
Full Derivatives User (no OTC derivatives)
|
$300
|
Full Derivative User (with 1-5 OTC derivatives)
|
$400
|
Full Derivative User (with 5 or more OTC derivatives)
|
$500
|
◾
|
U.S. Bank Fee Schedule plus $15,000
|
◾
|
1940 Act C-Corp – U.S. Bank Fee Schedule plus $15,000
|
◾
|
1933 Act C-Corp – U.S. Bank Fee Schedule plus $25,000
|
◾
|
$2,000 per fund per standard reporting package*
|
•
|
Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
|
•
|
Performance reporting package: Peer Comparison Report
|
◾
|
Additional 15c reporting is subject to additional charges
|
◾
|
Standard data source – Morningstar; additional charges will apply for other data services
|
◾
|
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $5,000 per year
|
◾
|
Additional Capital Gain Dividend Estimates – (First two included in core services) – $1,000 per additional estimate
|
◾
|
State tax returns - (First two included in core services) – $1,500 per additional return
|
◾
|
Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund
(Federal returns & 1099 Breakout Analysis) – $25,000
|
◾
|
Prepare Federal and State extensions (If Applicable) – Included in the return fees
|
◾
|
Prepare provision estimates – $2,000 Per estimate
|
◾
|
Prepare state income tax returns for funds and blocker entities – $1,500 per state return
|
•
|
Sign state income tax returns – $2,000 per state return
|
•
|
Assist in filing state income tax returns – Included with preparation of returns
|
•
|
State tax notice consultative support and resolution – $1,000 per fund
|
◾
|
Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
|
1.
|
As of the Effective Date, Amended Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto.
|
2.
|
As of the Effective Date, the fee schedule applicable to exchange traded funds is hereby added to the Agreement and attached hereto as Exhibit
C-1.
|
3.
|
Except to the extent amended by this Amendment, the Agreement remains in full force and effect.
|
HENNESSY FUNDS TRUST
By:
Name: ________________________
Title: _____________________________
Date:
|
U.S. BANCORP FUND SERVICES, LLC,
By:
Name:
Title:
Date:
|
Name of Series
|
Applicable Fee Schedule
|
Hennessy Cornerstone Growth Fund
|
Exhibit C
|
Hennessy Focus Fund
|
Exhibit C
|
Hennessy Cornerstone Mid Cap 30 Fund
|
Exhibit C
|
Hennessy Cornerstone Large Growth Fund
|
Exhibit C
|
Hennessy Cornerstone Value Fund
|
Exhibit C
|
Hennessy Total Return Fund
|
Exhibit C
|
Hennessy Equity and Income Fund
|
Exhibit C
|
Hennessy Balanced Fund
|
Exhibit C
|
Hennessy BP Energy Fund
|
Exhibit C
|
Hennessy BP Midstream Fund
|
Exhibit C
|
Hennessy Gas Utility Fund
|
Exhibit C
|
Hennessy Japan Fund
|
Exhibit C
|
Hennessy Japan Small Cap Fund
|
Exhibit C
|
Hennessy Large Cap Financial Fund
|
Exhibit C
|
Hennessy Small Cap Financial Fund
|
Exhibit C
|
Hennessy Technology Fund
|
Exhibit C
|
Stance Equity ESG Large Cap Core ETF
|
Exhibit C-1
|
1 |
This Exhibit is a combined fee schedule that will cover all services provided by USBGFS to the Trust pursuant to the Fund Administration Servicing Agreement, the Fund
Accounting Servicing Agreement, and the Transfer Agent Servicing Agreement, as well as the services provided by U.S. Bank National Association to the Trust pursuant to the Custody Agreement.
|
◾
|
$0.08 – Listed equity instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards,
Currency Rates, Total Return Swaps
|
◾
|
$0.50 – Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Government Agency Bonds, Mortgage Backed
Securities, and Municipal Bonds
|
◾
|
$0.80 – Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign
Bonds; and High Yield Bonds
|
◾
|
$1.00- Bank Loans
|
◾
|
Derivative Instruments are generally charged at the following rates:
|
o
|
$0.90 – Interest Rate Swaps, Foreign Currency Swaps
|
o
|
$1.50 – Swaptions
|
o
|
$3.00 – Credit Default Swaps
|
◾
|
Intraday money market funds pricing, up to 3 times per day
|
◾
|
$500 per Month Manual Security Pricing (>25 per day)
|
◾
|
$2.00 per Foreign Equity Security per Month
|
◾
|
$1.00 per Domestic Equity Security per Month
|
◾
|
$2.00 per CMOs, Asset Backed, Mortgage Backed Security per Month
|
◾
|
$1 per security per month for fund administrative
|
◾
|
Form N-PORT – $8,000 per year, per Fund
|
◾
|
Form N-CEN – $250 per year, per Fund
|
◾
|
M-1 book-to-tax adjustments at fiscal and excise year-end
|
◾
|
Prepare tax footnotes in conjunction with fiscal year-end audit
|
◾
|
Prepare Form 1120-RIC federal income tax return and relevant schedules
|
◾
|
Prepare Form 8613 and relevant schedules
|
◾
|
Prepare Form 1099-MISC Forms
|
◾
|
Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing
|
◾
|
Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).
|
◾
|
Base fee – $20,000 per fund per year
|
◾
|
Setup – $2,500 per fund group
|
Offering
|
Price per Fund per Month
|
Limited Derivatives User
|
$120
|
Full Derivatives User (no OTC derivatives)
|
$300
|
Full Derivative User (with 1-5 OTC derivatives)
|
$400
|
Full Derivative User (with 5 or more OTC derivatives)
|
$500
|
◾
|
U.S. Bank Fee Schedule plus $15,000
|
◾
|
1940 Act C-Corp – U.S. Bank Fee Schedule plus $15,000
|
◾
|
1933 Act C-Corp – U.S. Bank Fee Schedule plus $25,000
|
◾
|
$2,000 per fund per standard reporting package*
|
•
|
Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
|
•
|
Performance reporting package: Peer Comparison Report
|
◾
|
Additional 15c reporting is subject to additional charges
|
◾
|
Standard data source – Morningstar; additional charges will apply for other data services
|
◾
|
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $5,000 per year
|
◾
|
Additional Capital Gain Dividend Estimates – (First two included in core services) – $1,000 per additional estimate
|
◾
|
State tax returns - (First two included in core services) – $1,500 per additional return
|
◾
|
Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund
(Federal returns & 1099 Breakout Analysis) – $25,000
|
◾
|
Prepare Federal and State extensions (If Applicable) – Included in the return fees
|
◾
|
Prepare provision estimates – $2,000 Per estimate
|
◾
|
Prepare state income tax returns for funds and blocker entities – $1,500 per state return
|
•
|
Sign state income tax returns – $2,000 per state return
|
•
|
Assist in filing state income tax returns – Included with preparation of returns
|
•
|
State tax notice consultative support and resolution – $1,000 per fund
|
◾
|
Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
|
1.
|
As of the Effective Date, Amended Exhibit A of the Agreement is hereby superseded and replaced with Amended Exhibit A attached hereto.
|
2.
|
As of the Effective Date, the fee schedule applicable to exchange traded funds is hereby added to the Agreement and attached hereto as Exhibit
B-1.
|
3.
|
Except to the extent amended by this Amendment, the Agreement remains in full force and effect.
|
HENNESSY FUNDS TRUST
By:
Name: _____________________________
Title: _____________________________
Date:
|
U.S. BANCORP FUND SERVICES, LLC,
By:
Name: _____________________________
Title: _____________________________
Date:
|
Name of Series
|
Applicable Fee Schedule
|
Hennessy Cornerstone Growth Fund
|
Exhibit B
|
Hennessy Focus Fund
|
Exhibit B
|
Hennessy Cornerstone Mid Cap 30 Fund
|
Exhibit B
|
Hennessy Cornerstone Large Growth Fund
|
Exhibit B
|
Hennessy Cornerstone Value Fund
|
Exhibit B
|
Hennessy Total Return Fund
|
Exhibit B
|
Hennessy Equity and Income Fund
|
Exhibit B
|
Hennessy Balanced Fund
|
Exhibit B
|
Hennessy BP Energy Fund
|
Exhibit B
|
Hennessy BP Midstream Fund
|
Exhibit B
|
Hennessy Gas Utility Fund
|
Exhibit B
|
Hennessy Japan Fund
|
Exhibit B
|
Hennessy Japan Small Cap Fund
|
Exhibit B
|
Hennessy Large Cap Financial Fund
|
Exhibit B
|
Hennessy Small Cap Financial Fund
|
Exhibit B
|
Hennessy Technology Fund
|
Exhibit B
|
Stance Equity ESG Large Cap Core ETF
|
Exhibit B-1
|
1 |
This Exhibit is a combined fee schedule that will cover all services provided by USBGFS to the Trust pursuant to the Fund Administration Servicing Agreement, the Fund
Accounting Servicing Agreement, and the Transfer Agent Servicing Agreement, as well as the services provided by U.S. Bank National Association to the Trust pursuant to the Custody Agreement.
|
◾
|
$0.08 – Listed equity instruments and rates including but not limited to: Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards,
Currency Rates, Total Return Swaps
|
◾
|
$0.50 – Lower Tier Cost Fixed Income Instruments including but not limited to: Domestic Corporate and Government Agency Bonds, Mortgage Backed
Securities, and Municipal Bonds
|
◾
|
$0.80 – Higher Tier Cost Fixed Income Instruments including but not limited to: CMO and Asset Backed Securities; Money Market Instruments; Foreign
Bonds; and High Yield Bonds
|
◾
|
$1.00- Bank Loans
|
◾
|
Derivative Instruments are generally charged at the following rates:
|
o
|
$0.90 – Interest Rate Swaps, Foreign Currency Swaps
|
o
|
$1.50 – Swaptions
|
o
|
$3.00 – Credit Default Swaps
|
◾
|
Intraday money market funds pricing, up to 3 times per day
|
◾
|
$500 per Month Manual Security Pricing (>25 per day)
|
◾
|
$2.00 per Foreign Equity Security per Month
|
◾
|
$1.00 per Domestic Equity Security per Month
|
◾
|
$2.00 per CMOs, Asset Backed, Mortgage Backed Security per Month
|
◾
|
$1 per security per month for fund administrative
|
◾
|
Form N-PORT – $8,000 per year, per Fund
|
◾
|
Form N-CEN – $250 per year, per Fund
|
◾
|
M-1 book-to-tax adjustments at fiscal and excise year-end
|
◾
|
Prepare tax footnotes in conjunction with fiscal year-end audit
|
◾
|
Prepare Form 1120-RIC federal income tax return and relevant schedules
|
◾
|
Prepare Form 8613 and relevant schedules
|
◾
|
Prepare Form 1099-MISC Forms
|
◾
|
Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing
|
◾
|
Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).
|
◾
|
Base fee – $20,000 per fund per year
|
◾
|
Setup – $2,500 per fund group
|
Offering
|
Price per Fund per Month
|
Limited Derivatives User
|
$120
|
Full Derivatives User (no OTC derivatives)
|
$300
|
Full Derivative User (with 1-5 OTC derivatives)
|
$400
|
Full Derivative User (with 5 or more OTC derivatives)
|
$500
|
◾
|
U.S. Bank Fee Schedule plus $15,000
|
◾
|
1940 Act C-Corp – U.S. Bank Fee Schedule plus $15,000
|
◾
|
1933 Act C-Corp – U.S. Bank Fee Schedule plus $25,000
|
◾
|
$2,000 per fund per standard reporting package*
|
•
|
Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report
|
•
|
Performance reporting package: Peer Comparison Report
|
◾
|
Additional 15c reporting is subject to additional charges
|
◾
|
Standard data source – Morningstar; additional charges will apply for other data services
|
◾
|
Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $5,000 per year
|
◾
|
Additional Capital Gain Dividend Estimates – (First two included in core services) – $1,000 per additional estimate
|
◾
|
State tax returns - (First two included in core services) – $1,500 per additional return
|
◾
|
Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund
(Federal returns & 1099 Breakout Analysis) – $25,000
|
◾
|
Prepare Federal and State extensions (If Applicable) – Included in the return fees
|
◾
|
Prepare provision estimates – $2,000 Per estimate
|
◾
|
Prepare state income tax returns for funds and blocker entities – $1,500 per state return
|
•
|
Sign state income tax returns – $2,000 per state return
|
•
|
Assist in filing state income tax returns – Included with preparation of returns
|
•
|
State tax notice consultative support and resolution – $1,000 per fund
|
◾
|
Fees are dependent upon portfolio makeup, services required, and benchmark requirements.
|