 May 4, 2015 Via Edgar | ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com WRITER’S DIRECT LINE 414.297.5596 pfetzer@foley.com EMAIL CLIENT/MATTER NUMBER 082961-0105 |
Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 30549 |
| Re: | Hennessy Funds Trust – Preliminary Proxy Materials |
Ladies and Gentlemen:
On behalf of Hennessy Funds Trust, a Delaware statutory trust (the “Company”), we are hereby transmitting for filing pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s preliminary notice of special meeting, proxy statement and form of proxies (under the cover page required by Rule 14a-6(m) and Schedule 14A of the Exchange Act) for use in conjunction with a special meeting of shareholders of the Company (the “Special Meeting”).
The only substantive matters to be considered at the Special Meeting, on behalf of the series of the Company (each a “Fund”) are:
| 1. | To approve a new investment advisory agreement for each Fund between the Company, on behalf of such Fund, and Hennessy Advisors, Inc. |
| 2. | To approve a new sub-advisory agreement(s) for the Hennessy Focus Fund, the Hennessy Large Value Fund, the Hennessy Equity and Income Fund, the Hennessy Core Bond Fund, the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund. |
| 3. | To approve a distribution (Rule 12b-1) plan for the Investor Class shares of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Value Fund, the Hennessy Large Value Fund, the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund. |
If you have any questions or comments regarding this filing, please call Peter D. Fetzer at (414) 297-5596.
Very truly yours,
/s/Peter D. Fetzer
Peter D. Fetzer
Attachments
BOSTON BRUSSELS CHICAGO DETROIT | JACKSONVILLE LOS ANGELES MADISON MIAMI | MILWAUKEE NEW YORK ORLANDO SACRAMENTO | SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY | TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C. |