As filed with the SEC on November 14, 2012
Securities Act File No. 333-183005
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
x
¨
Pre-Effective
Amendment No. ____
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x
Post-Effective
Amendment No. 1
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HENNESSY FUNDS TRUST
(Exact Name of Registrant as Specified in
Charter)
7250 Redwood Blvd., Suite 200, Novato,
CA 94945
(Address of Registrant’s Principal
Executive Offices)
(800) 966-4354
(Registrant’s Telephone Number, Including
Area Code)
Neil J. Hennessy
Hennessy Advisors, Inc.
7250 Redwood Blvd
Suite 200
Novato, CA 94945
(Name and Address of Agent for Service)
Copies of all communications to:
Peter D. Fetzer
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
It is proposed that this Registration Statement
become effective immediately upon filing pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933, as amended. The
filing is being made solely for the purpose of adding Exhibit 12 to the Registrant’s Registration Statement on Form N-14
(File No. 333-183005), as filed with the Securities and Exchange Commission on August 2, 2012, as previously supplemented to date.
No filing fee is due because an indefinite
number of shares have been registered in reliance on Section 24(f) under the Investment Company Act of 1940, as amended.
PART A. INFORMATION REQUIRED IN THE PROSPECTUS
Part A is incorporated by reference to
Part A of the Form N-14 Registration Statement of Hennessy Funds Trust (the “Registrant”) under the Securities Act
of 1933, as amended, filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2012, as previously
supplemented to date (File No. 333-183005).
PART B. INFORMATION REQUIRED IN A STATEMENT
OF ADDITIONAL INFORMATION
Part B is incorporated by reference to
Part B of the Form N-14 Registration Statement of the Registrant under the Securities Act of 1933, as amended, filed with the SEC
on August 2, 2012, as previously supplemented to date (File No. 333-183005).
__________________________________
HENNESSY FUNDS TRUST
Part C. Other Information
November 13, 2012
__________________________________
Pursuant to Chapter
38 of Title 12 of the Delaware Code, the Trust Instrument of Hennessy Funds Trust (the “Registrant”), dated September
16, 1992, contains the following article, which is in full force and effect and has not been modified or canceled:
“ARTICLE X
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 10.1
.
Limitation of Liability
. A Trustee, when acting in such capacity, shall not be personally liable to any person other than
the Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee. A Trustee shall not be liable
for any act or omission or any conduct whatsoever in his capacity as Trustee, provided that nothing contained herein or in the
Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee hereunder.
Section 10.2
.
Indemnification
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(a)
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Subject to the exceptions and limitations contained in Section 10.2(b) below:
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(i) every Person
who is, or has been, a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified
by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him
in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof;
(ii) the words
“claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions,
suits or proceedings (civil, criminal or other, including appeals), actual or threatened while in office or thereafter, and the
words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
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(b)
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No indemnification shall be provided hereunder to a Covered Person:
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(i) who shall
have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his
office or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or
(ii) in the
event of a settlement, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office,
(A) by
the court or other body approving the settlement;
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(B) 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
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(C) by written opinion of independent legal counsel based upon a review
of readily available facts (as opposed to a full trial-type inquiry);
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provided, however, that any Shareholder
may, by appropriate legal proceedings, challenge any such determination by the Trustees or by independent counsel.
(c) The
rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable , shall
not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as
to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of
such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered
Persons, and other persons may be entitled by contract or otherwise under law.
(d) Expenses
in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described
in paragraph (a) of this Section 10.2 may be paid by the Trust or Series from time to time prior to final disposition thereof upon
receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or Series
if it is ultimately determined that he is not entitled to indemnification under this Section 10.2; provided, however, that either
(a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust is insured against losses
arising out of any such advance payments or (c) either a majority of the Trustees who are neither Interested Persons of the Trust
nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily
available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Covered Person
will be found entitled to indemnification under this Section 10.2.
Section 10.3
.
Shareholders
. In case any Shareholder or former Shareholder of any Series shall be held to be personally liable solely by
reason of his being or having been a Shareholder of such Series and not because of his acts or omissions or for some other reason,
the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case
of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust,
on behalf of the affected Series, shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder
for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.”
Insofar as indemnification
for and with respect to liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred
or paid by a director, officer or controlling person or Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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1.
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(a)
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Certificate of Trust.
(1)
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(b)
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Certificate of Amendment to the Certificate of Trust.
(3)
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(c)
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Trust Instrument (restated in electronic format to include all amendments through December 12,
2008).
(3)
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2.
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Bylaws, as amended and restated as of June 3, 2008.
(1)
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4.
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Agreement and Plan of Reorganization is incorporated by reference to Exhibit A to the Proxy Statement/Prospectus
filed as Part A to the Registration Statement on Form N-14.
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6.
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(a)
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Investment Advisory Agreement between Registrant
and Hennessy Advisors, Inc. for Hennessy Cornerstone Large Growth Fund.
(4)
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(b)
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Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for Hennessy Large
Value Fund.
(4)
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(c)
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Sub-Advisory Agreement between Hennessy Advisors, Inc. and Voyageur Asset Management, Inc. for
Hennessy Large Value
Fund.
(4)
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(d)
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Form of Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for Hennessy
Focus Fund, Hennessy Large Cap Financial Fund, Hennessy Small Cap Financial Fund, Hennessy Technology Fund, Hennessy Gas Utility
Index Fund, Hennessy Equity and Income Fund and Hennessy Core Bond Fund.
(5)
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(e)
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Form of Sub-Advisory Agreement for Hennessy Focus Fund between Registrant and Broad Run Investment
Management, LLC.
(5)
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(f)
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Form of Sub-Advisory Agreement for Hennessy Equity and Income Fund between Registrant and The London
Company.
(5)
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(g)
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Form of Sub-Advisory Agreement for Hennessy Equity and Income Fund between Registrant and Financial
Counselors, Inc.
(5)
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(h)
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Form of Sub-Advisory Agreement for Hennessy Core Bond Fund between Registrant and Financial Counselors,
Inc.
(5)
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7.
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Distribution Agreement between Hennessy Advisors, Inc. and Quasar Distributors, LLC.
(2)
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9.
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Custody Agreement between Registrant and U.S. Bank, National Association.
(2)
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10.
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(a)
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Form of Amended and Restated Rule 18f-3 Multi-Class
Plan.
(5)
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(b)
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Form of Rule 12b-1 Distribution Plan.
(5)
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11.
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Opinion of Foley & Lardner LLP regarding legality of issuance of shares.
(6)
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12.
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Opinion of Foley & Lardner LLP regarding tax matters (filed herewith).
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13.
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(a)
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Fund Administration Servicing Agreement between
Registrant and U.S. Bancorp Fund Services, LLC.
(2)
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(b)
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Transfer Agent Agreement between Registrant and U.S. Bancorp Fund Services, LLC.
(2)
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(c)
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Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC.
(2)
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(d)
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Servicing Agreement with Hennessy Advisors, Inc.
(2)
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(e)
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Form of Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc.
(5)
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14.
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Consent of Independent Registered Public Accounting Firm.
(6)
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16.
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Power of Attorney.
(2)
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17.
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Form of Proxy Card.
(6)
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_______________
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(1)
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Incorporated by reference to Post-Effective Amendment No. 6 to the Registration Statement and incorporated
by reference thereto. Post-Effective Amendment No. 6 was filed on October 28, 1997 and its accession number is 0000897069-97-000422.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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Incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement. Post-Effective
Amendment No. 32 was filed on July 27, 2012 and its accession number is 0000898531-12-000311 .
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(6)
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Incorporated by reference to the Form N-14 Registration Statement (File No. 333-183005). The Form
N-14 Registration Statement (File No. 333-183005) was filed on August 2, 2012 and its accession number is 0001144204-12-042419.
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(1) The undersigned
Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part
of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings
by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned
Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering
of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned
Registrant undertakes to file the opinion of counsel supporting the tax consequences of the proposed reorganization required by
Item 16(12) through an amendment to this Registration Statement no later than a reasonable time after the closing of the transactions.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Hennessy Funds Trust certifies that it meets all of the requirements for effectiveness
of this Registration Statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Novato and State of
California, on the 13
th
day of November, 2012.
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HENNESSY FUNDS TRUST
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(Registrant)
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By:
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/s/ Neil J. Hennessy
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Neil J. Hennessy, President
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As required by the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
Name
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Title
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Date
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/s/ Neil J. Hennessy
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Neil J. Hennessy
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President (Principal Executive
Officer) and a Trustee
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November 13, 2012
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Robert T. Doyle*
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Trustee
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*
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J. Dennis DeSousa*
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Trustee
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*
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Gerald P. Richardson*
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Trustee
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*
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/s/ Teresa M. Nilsen
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Teresa M. Nilsen
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Executive Vice President and Treasurer
(Principal Financial and Accounting Officer)
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November 13, 2012
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*By:
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/s/ Neil J. Hennessy
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Neil J. Hennessy
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Attorney-in-fact
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Dated as of November 13, 2012
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Signature Page
Exhibit
index
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Exhibit No.
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Exhibit
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1.
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(a)
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Certificate of
Trust.
*
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(b)
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Certificate of
Amendment to the Certificate of Trust.
*
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(c)
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Trust Instrument
(restated in electronic format to include all amendments through December 12, 2008).
*
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2.
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Bylaws, as amended
and restated as of June 3, 2008.
*
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3.
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None.
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4.
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Agreement and
Plan of Reorganization is incorporated by reference to Exhibit A to the Proxy Statement/Prospectus filed as Part A to the
Registration Statement on Form N-14.
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5.
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None.
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6.
|
(a)
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Investment Advisory
Agreement between Registrant and Hennessy Advisors, Inc. for Hennessy Cornerstone Large Growth Fund.
*
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(b)
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Investment Advisory
Agreement between Registrant and Hennessy Advisors, Inc. for Hennessy Large Value Fund.
*
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(c)
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Sub-Advisory Agreement
between Hennessy Advisors, Inc. and Voyageur Asset Management, Inc. for Hennessy Large Value Fund.
*
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|
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(d)
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Form of Investment
Advisory Agreement between Registrant and Hennessy Advisors, Inc. for Hennessy Focus Fund, Hennessy Large Cap Financial Fund,
Hennessy Small Cap Financial Fund, Hennessy Technology Fund, Hennessy Gas Utility Index Fund, Hennessy Equity and Income Fund
and Hennessy Core Bond Fund.
*
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(e)
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Form of Sub-Advisory
Agreement for Hennessy Focus Fund between Registrant and Broad Run Investment Management, LLC.
*
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(f)
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Form of Sub-Advisory
Agreement for Hennessy Equity and Income Fund between Registrant and The London Company.
*
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(g)
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Form of Sub-Advisory
Agreement for Hennessy Equity and Income Balanced Fund between Registrant and Financial Counselors, Inc.
*
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(h)
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Form of Sub-Advisory
Agreement for Hennessy Core Bond Fund between Registrant and Financial Counselors, Inc.
*
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7.
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Distribution Agreement
between Hennessy Advisors, Inc. and Quasar Distributors, LLC.
*
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8.
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None.
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9.
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Custody Agreement
between Registrant and U.S. Bank, National Association.
*
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10.
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(a)
|
|
Form of Amended
and Restated Rule 18f-3 Multi-Class Plan.
*
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(b)
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|
Form of Rule 12b-1
Distribution Plan.
*
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11.
|
|
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Opinion of Foley
& Lardner LLP regarding legality of issuance of shares.
*
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12.
|
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Opinion of Foley
& Lardner LLP regarding tax matters (filed herewith).
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|
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13.
|
(a)
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Fund Administration
Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC.
*
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Exhibit Index
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(b)
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Transfer Agent Agreement between Registrant and U.S. Bancorp Fund Services, LLC.
*
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|
|
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(c)
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Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC.
*
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|
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(d)
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Servicing Agreement with Hennessy Advisors, Inc.
*
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|
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(e)
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Form of Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc.
*
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14.
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Consent of Independent Registered Public Accounting Firm.
*
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15.
|
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None.
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16.
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Power of Attorney.
*
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17.
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Form of Proxy Card.
*
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*
Incorporated by reference.
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