0000898531-14-000096 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 28th, 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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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2014 • Hennessy Funds Trust

THIS INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of February 28, 2014 by and between Hennessy Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each of its investment series set forth on Schedule A hereto as it may be amended from time to time (hereinafter referred to each as a “Fund” and together as the “Funds”), and Hennessy Advisors, Inc., a California corporation (the “Adviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 28th, 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”).

OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 28th, 2014 • Hennessy Funds Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is made as of March 23, 2009, by and between Hennessy Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of the Hennessy Cornerstone Large Growth Fund (the “Fund”), a series of the Trust, and Hennessy Advisors, Inc., the Fund’s investment adviser (the “Adviser”).

AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • February 28th, 2014 • Hennessy Funds Trust

THIS AMENDED AND RESTATED SERVICING AGREEMENT (this “Agreement”) is made as of February 28, 2014 by and between Hennessy Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each of its investment series set forth on Schedule A hereto as it may be amended from time to time (hereinafter referred to each as a “Fund” and together as the “Funds”), and Hennessy Advisors, Inc., a California corporation (“HNNA”).

HENNESSY FUNDS TRUST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 28th, 2014 • Hennessy Funds Trust

THIS AMENDMENT effective as of February 28, 2014 to the Transfer Agent Servicing Agreement, dated as of July 1, 2005, as amended (the “Agreement”), is entered into by and between HENNESSY FUNDS TRUST, a Delaware statutory trust (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

HENNESSY FUNDS TRUST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 28th, 2014 • Hennessy Funds Trust

THIS AMENDMENT effective as of February 28, 2014 to the Fund Administration Servicing Agreement, dated as of July 1, 2005, as amended (the “Agreement”), is entered into by and between HENNESSY FUNDS TRUST, a Delaware statutory trust (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

HENNESSY FUNDS TRUST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 28th, 2014 • Hennessy Funds Trust

THIS AMENDMENT effective as of February 28, 2014 to the Fund Accounting Servicing Agreement, dated as of February 7, 2006, as amended (the “Agreement”), is entered into by and between HENNESSY FUNDS TRUST, a Delaware statutory trust (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

HENNESSY FUNDS TRUST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • February 28th, 2014 • Hennessy Funds Trust

THIS AMENDMENT effective as of February 28, 2014 to the Custody Agreement, dated as of July 1, 2005, as amended (the “Agreement”), is entered into by and between HENNESSY FUNDS TRUST, a Delaware statutory trust (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

HENNESSY FUNDS TRUST THIRD AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 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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