0000898531-14-000036 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 21st, 2014 • Hennessy Funds Trust • Delaware

THIS SUB-ADVISORY AGREEMENT (this “Agreement”) is made and entered into effective as of February 28, 2014, by and between Hennessy Advisors, Inc., a California corporation (“Manager”), and SPARX Asset Management Co., Ltd., a corporation organized under the laws of Japan (“Sub-Adviser”).

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FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 21st, 2014 • Hennessy Funds Trust • Delaware

THIS EXPENSE LIMITATION AGREEMENT (the “Agreement”) is made effective as of February 28, 2014, by and between Hennessy Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A attached hereto (each a “Fund” and collectively the “Funds”), and Hennessy Advisors, Inc., each Fund’s investment adviser (the “Adviser”).

HENNESSY FUNDS TRUST FORM OF THIRD AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • January 21st, 2014 • Hennessy Funds Trust

THIS THIRD AMENDMENT effective as of February 28, 2014 to the Distribution Agreement, dated as of July 1, 2005, as amended February 5, 2009 and October 26, 2012 (the "Agreement"), is entered into by and between HENNESSY FUNDS TRUST, a Delaware statutory trust (the "Trust") and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

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