WASHINGTON, D.C. 20549
Teresa M. Nilsen
Hennessy Advisors, Inc.
Peter D. Fetzer
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.
Title of Securities Being Registered: Shares of beneficial interest, no par value.
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.
The information contained in this Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and
Exchange Commission is effective. This Proxy Statement/Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 24, 2025
PRESIDENT’S LETTER
LISTED FUNDS TRUST
615 East Michigan Street
Milwaukee, Wisconsin 53202
866-590-9112
www.stfm.com
June 24, 2025
Dear Fellow Shareholder:
We are writing to let you know about an important shareholder vote coming up for the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF. The vote is to approve an Agreement and
Plan of Reorganization pursuant to which shareholders of the STF Tactical Growth & Income ETF would become shareholders of the Hennessy Tactical Growth and Income ETF, and the shareholders of the STF Tactical Growth ETF would become
shareholders of the Hennessy Tactical Growth ETF. The Hennessy Tactical Growth and Income ETF and the Hennessy Tactical Growth ETF are newly formed ETFs advised by Hennessy Advisors, Inc., and are designed to continue the business of the STF
Tactical Growth & Income ETF and the STF Tactical Growth ETF, respectively, which are advised by STF Management, LP. Each of the Hennessy Tactical Growth and Income ETF and the Hennessy Tactical Growth ETF has the same investment objectives
and investment strategies as the corresponding STF Tactical Growth & Income ETF and the STF Tactical Growth ETF.
If shareholders approve the reorganizations, Hennessy Advisors will employ one of the current portfolio managers of the STF Tactical ETFs, Jonathan Molchan, as a portfolio manager of the new
funds. The Hennessy Tactical Growth and Income ETF and the Hennessy Tactical Growth ETF will have no new or different fees from the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF and the unitary management fees for the new
funds will be the same as the unitary management fees paid by the STF Tactical ETFs and will remain the same for at least two years following the reorganizations. Each reorganization is structured to be a tax-free reorganization under the U.S.
Internal Revenue Code of 1986, as amended.
The enclosed package contains important information about the proposed reorganizations. For each reorganization to occur, shareholders like you must vote to approve the Agreement and Plan of
Reorganization at the special meetings of the shareholders of each of the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF, each a series of Listed Funds Trust, a Delaware statutory trust registered under the Investment
Company Act of 1940, as
amended. The special meetings will be held on August 20, 2025, at the offices of Listed Funds Trust at 615 East Michigan Street, Milwaukee, Wisconsin 53202.
As discussed above, if shareholders approve the reorganizations, the assets of the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF will be merged into the applicable Hennessy
Tactical Growth and Income ETF and Hennessy Tactical Growth ETF. Each reorganization is contingent upon the other, meaning if only one of the reorganizations is approved, and not the other, neither reorganization will be consummated.
STF Management, the investment adviser to the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF, recently completed a strategic review of the management and operations of the
funds and determined that it would be advisable to pursue the reorganization of the funds into a fund family managed by an asset management firm with significant experience successfully managing and operating funds. Following this strategic
review process, STF Management identified Hennessy Advisors as an asset management firm that it believes can successfully manage the investments of the current shareholders of the STF Tactical Growth & Income ETF and the STF Tactical Growth
ETF following the consummation of the proposed reorganizations.
Hennessy Advisors was founded in 1989 and, as of May 31, 2025, has assets under management of over $4 billion. STF Management believes that Hennessy Advisors is focused on providing high‑quality
investment management services and customer service to the Hennessy family of funds and that the shareholder of the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF will also benefit from such services. STF Management further
believes that the investment strategies of the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF are well suited to be a part of, and will complement, the investment strategies represented by the current Hennessy family of
funds.
The Board of Trustees of the Listed Funds Trust evaluated the proposed reorganizations at a Board of Trustees meeting held on March 5, 2025, and following careful analysis and consideration,
unanimously approved the reorganizations and recommends that you vote “FOR” the applicable reorganization. Please read the enclosed Proxy Statement/Prospectus and related materials carefully, and if you
have any questions on the terms of the reorganizations, please call 1-844-202-6827.
If you are a shareholder of record as of the close of business on June 5, 2025, you are entitled to vote at the special meetings and at any adjournments, postponements, or continuations thereof. While we welcome you
to join us at the special meetings, we expect that most shareholders will cast their votes by proxy. No matter how large or small your holdings, your vote is extremely important. Whether or not you are
planning to attend the special meetings, we ask that you vote your shares “FOR” the applicable reorganization as soon as possible. Voting is easy and can be done in the following ways:
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Simply complete, sign, and date the enclosed proxy card and return it in the postage prepaid envelope;
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Call the toll-free telephone number listed on the enclosed proxy card and follow the instructions to vote your shares;
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Vote via the Internet at the website shown on the enclosed proxy card; or
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Vote in person at the special meetings of shareholders.
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Thank you for your investment and confidence in the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF.
Sincerely,
/s/Kacie G. Briody
Kacie G. Briody
President and Principal Executive Officer
Listed Funds Trust
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Reorganizations described in the Proxy Statement/Prospectus or
the securities to be issued pursuant to the Reorganizations under the Proxy Statement/Prospectus or determined if the Proxy Statement/Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.
______________________________
The enclosed Proxy Statement/Prospectus is dated June 24, 2025, and is
first being mailed to shareholders on or about June 25, 2025.
Q&A, SUBJECT TO CHANGE,
DATED JUNE 24, 2025
LISTED FUNDS TRUST
615 East Michigan Street
Milwaukee, Wisconsin 53202
866-590-9112
www.stfm.com
QUESTIONS AND ANSWERS
YOUR VOTE IS VERY IMPORTANT!
Dated: June 24, 2025
Question 1: What is this document and why did we send it to you?
Answer: This document includes a notice of special meetings of shareholders, a combined Proxy Statement/Prospectus, and a form of proxy. The Board of Trustees (the “Target Funds’ Board”)
of Listed Funds Trust (“LiFT”), a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of the STF Tactical Growth & Income ETF (“STF Growth & Income ETF”)
and the STF Tactical Growth ETF (“STF Growth ETF”) (each, a “Target Fund” and, together, the “Target Funds”), each a series of LiFT, have approved an Agreement and Plan of Reorganization (the “Plan”) between Hennessy
Funds Trust, a Delaware statutory trust registered under the 1940 Act, and LiFT pursuant to which (i) all of the assets of STF Growth & Income ETF will be transferred into the Hennessy Tactical Growth and Income ETF (the “Hennessy Growth and
Income ETF”), a newly created series of Hennessy Funds Trust, in exchange for shares of the Hennessy Growth and Income ETF, which will be distributed pro rata by STF Growth & Income ETF to its
shareholders, and the Hennessy Growth and Income ETF will continue the business, and assume the liabilities, of STF Growth & Income ETF; and (ii) all of the assets of STF Growth ETF will be transferred into the Hennessy Tactical Growth ETF (the
“Hennessy Growth ETF”), a newly created series of Hennessy Funds Trust, in exchange for shares of the Hennessy Growth ETF, which will be distributed pro rata by STF Growth ETF to its shareholders,
and the Hennessy Growth ETF will continue the business, and assume the liabilities, of STF Growth ETF (each, a “Reorganization” and, together, the “Reorganizations”) (the Hennessy Growth and Income ETF and the Hennessy Growth ETF,
each, an “Acquiring Fund” and together, the “Acquiring Funds”).
Each newly created Acquiring Fund has the same investment objectives and investment strategies as its corresponding Target Fund. The Acquiring Funds are newly created funds that do not have any
assets or liabilities. Each Acquiring Fund will be the successor to the accounting and performance information of its corresponding Target Fund after consummation of the Reorganizations.
Shareholder approval of the Plan is needed to proceed with each Reorganization, and special meetings of shareholders of the Target Funds will be held on August 20, 2025, to consider whether
to approve the Plan. The Target Funds’ Board is sending this document to you for your use in deciding whether to approve the Plan at the special meetings.
Your vote is extremely important, no matter how large or small your holdings. The Target Funds’ Board recommends that you vote “FOR” the applicable
Reorganization.
Question 2: What is the reason for the Reorganization?
Answer: STF Management, LP (“STFM”), the investment adviser to the Target Funds, recently completed a strategic review of the management and operations of the Target Funds and
determined that it would be advisable to pursue the reorganization of the Target Funds into a fund family managed by an asset management firm with significant experience successfully managing and operating funds. Following this strategic review
process, STFM identified Hennessy Advisors, Inc. (“Hennessy Advisors”) as an asset management firm that it believes can successfully manage the investments of the current shareholders of the Target Funds following the consummation of the
proposed Reorganizations. STFM believes that Hennessy Advisors is focused on providing high‑quality investment management services and customer service to the Hennessy family of funds and that the Acquiring Funds and their shareholders will also
benefit from such services. STFM further believes that the Target Funds’ investment strategies are well suited to be a part of, and will complement, the investment strategies represented by the current Hennessy family of funds.
If the Reorganizations are approved, Hennessy Advisors will employ one of the current portfolio managers of the Target Funds, Jonathan Molchan, as a portfolio manager of the Acquiring Funds. STFM
does not expect that the proposed Reorganizations will result in a diminution in the level or quality of service that shareholders of each Acquiring Fund will receive as compared to what they currently experience as shareholders of the
corresponding Target Fund. To the contrary, as noted above, STFM expects the shareholders of the Target Funds to experience improved levels of investment management and customer services as shareholders of the Acquiring Funds.
Following careful analysis and consideration and after concluding that the implementation of the Reorganizations are advisable and in the best interests of the Target Funds’ shareholders, the
Target Funds’ Board approved the Plan providing for the proposed Reorganizations. The Target Funds’ Board recommends that you vote “FOR” the applicable Reorganization.
Question 3: Are there any material differences between the investment objectives and policies of the Target Funds and the Acquiring Funds?
Answer: No. There are no material differences between the investment objectives, investment strategies and policies of the Target Funds and the Acquiring Funds.
Question 4: How will the Target Funds and their shareholders be affected by the Reorganizations?
Answer: As a result of the Reorganizations, if you take no further action, you will cease to be a shareholder of the applicable Target Fund and will become a shareholder of the corresponding
Acquiring Fund. Upon consummation of the Reorganizations, the Target Funds will become part of Hennessy Funds Trust
with Hennessy Advisors as their investment adviser. The new shareholders of the Acquiring Funds will have all the same rights under the Acquiring Funds as they had under
the Target Funds.
In connection with the Reorganizations, Hennessy Advisors will employ one of the current portfolio managers of the Target Funds, Jonathan Molchan, as a
portfolio manager of the Acquiring Funds. STFM does not expect that the proposed Reorganizations will result in a diminution in the level or quality of service that shareholders of each Acquiring Fund will receive as compared to what they currently
experience as shareholders of the corresponding Target Fund. To the contrary, as noted above, STFM expects the shareholders of the Target Funds to experience improved levels of investment management and customer services as shareholders of the
Acquiring Funds.
Alternatively, shareholders of the Target Funds who do not wish to become shareholders of the Acquiring Funds may redeem their shares of the Target Funds at their respective net asset values
before the Reorganizations.
Each Acquiring Fund will have no new or different fees from the corresponding Target Fund and the unitary management fee for each Acquiring Fund will be the same as the unitary management fee paid by the corresponding
Target Fund and will remain the same for at least two years following the Reorganizations.
The Acquiring Funds will be overseen by the Board of Trustees of Hennessy Funds Trust and will be serviced by Hennessy Funds Trust’s service providers. Please refer to “Information About the
Reorganizations - Other Significant Considerations and Consequences of the Proposed Reorganizations” and the Statement of Additional Information for the Acquiring Funds relating to the Proxy Statement/Prospectus, dated June 24, 2025, as may be
supplemented to date, for more information about the Board of Trustees of Hennessy Funds Trust and the Hennessy Funds Trust’s service providers.
Question 5: How will the Reorganizations work?
Answer: Pursuant to the Plan, each Target Fund will transfer all of its assets and liabilities to its corresponding Acquiring Fund in exchange for shares of such Acquiring Fund, with such
Target Fund distributing such shares of the corresponding Acquiring Fund pro rata to its shareholders. Shareholders of each Target Fund will thus effectively be converted into shareholders of the
corresponding Acquiring Fund and will hold shares of such Acquiring Fund with the same net asset value as shares of the applicable Target Fund that they held prior to the Reorganization. Please refer to the enclosed Proxy Statement/Prospectus for a
detailed explanation of the Reorganizations.
Question 6: What are the expected tax consequences of the Reorganizations to shareholders of the Target Funds?
Answer: If the Plan is approved and the Reorganizations are carried out as proposed, we do not expect that the transaction will have any adverse U.S. federal income tax consequences to the
Target Funds or their shareholders. Each Reorganization is structured to be a tax-free reorganization under the U.S. Internal Revenue Code of 1986, as amended. Shareholders are urged to consult their own tax advisers as to the specific tax
consequences to them under the federal income tax laws, as well as any consequences under other applicable state or local or foreign tax laws given each shareholder’s particular tax circumstances.
Question 7: What will happen if the Plan is not approved, in whole or in part?
Answer: The Reorganization of each Target Fund into its corresponding Acquiring Fund will be treated as a separate Reorganization, however, if only one of the Reorganizations is approved,
and not the other, neither Reorganization will be consummated. So, each Reorganization is contingent on the other Reorganization being approved.
If the Plan is not approved by the Target Funds’ shareholders, then the Target Funds will continue to operate and the Target Funds’ Board may take any further action, subject to shareholder
approval as required by law, it deems to be in the best interest of Target Funds and their respective shareholders, which may include liquidating one or more of the Target Funds.
The approval of the Plan by the shareholders of each of the Target Funds is required for the consummation of the Reorganizations. If a quorum does not exist as of the date of the special meetings,
or if a quorum exists but sufficient votes in favor of a Reorganization are not obtained by the date of the special meetings, LiFT may seek to adjourn the special meetings of shareholders, in whole or in part, to obtain sufficient votes to approve
the Plan by the shareholders of one or both of the Target Funds.
Question 8: Who is paying for expenses related to the Reorganizations?
Answer: STFM and Hennessy Advisors will be responsible for paying their own professional fees, including legal and accounting fees, and other costs and expenses incurred by them or any of
their affiliates in connection with the Reorganizations, provided that STFM and Hennessy Advisors will bear equally the costs associated with soliciting and obtaining the proxy votes of the shareholders of the Target Funds, including proxy advisory
firm fees. The total expenses of the Reorganizations are estimated to be approximately $375,000. Neither the Target Funds nor the Acquiring Funds will bear any such related costs of the Reorganizations.
Question 9: How does the Board of Trustees recommend that I vote?
Answer: After careful consideration, the Target Funds’ Board recommends that you vote “FOR” the applicable Reorganization. If necessary, we may ask
the shareholders of the Target Funds to vote on a proposal to adjourn one or both of the special meetings to solicit additional proxies if a quorum does not exist or a quorum exists but there are insufficient votes at the time of the adjournment to
approve the applicable Reorganization for either of the Target Funds. If adjournment is deemed necessary, the Target Funds’ Board, as applicable, recommends that you vote “FOR” such respective adjournment.
Question 10: Why do I need to vote?
Answer: Your vote is needed to ensure that the Reorganization proposals can be acted upon. Even if you are a small investor, your vote makes a difference. If numerous shareholders just like
you fail to vote, a Target Fund may not receive enough votes to go forward with the applicable special meeting. Your immediate response will help prevent the need for any further solicitations for a shareholder vote.
Question 11: How do I vote?
Answer: Whether or not you plan to attend the special meetings, we urge you to authorize proxies to cast your votes. You can vote by proxy 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. You may also attend the meetings in person and vote your
shares at the meetings. We encourage all shareholders to participate by promptly voting by proxy. Your prompt voting by proxy will help ensure a quorum at the special
meetings. Voting by proxy will not prevent you from voting your shares in person at the special meetings, if desired. You may revoke your proxy before it is exercised at the special meetings, either by writing to the Secretary of LiFT at the
address noted in the Proxy Statement/Prospectus or in person at the time of the special meetings. A prior proxy can also be revoked by proxy voting again through the website or toll-free telephone number listed on the enclosed proxy card. If you
have any questions regarding the proposed Reorganizations, please do not hesitate to call 1-844-202-6827.
Question 12: Who do I call if I have questions?
Answer: We will be happy to answer your questions about the proxy solicitation. Please call 1-844-202-6827 during normal business hours between 8:00 a.m. and 5:00 p.m. Central time.
NOTICE, SUBJECT TO CHANGE,
DATED JUNE 24, 2025
LISTED FUNDS TRUST
615 East Michigan Street
Milwaukee, Wisconsin 53202
866-590-9112
www.stfm.com
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON AUGUST 20, 2025
Special meetings of the shareholders of the STF Tactical Growth & Income ETF (“STF Growth & Income ETF”) and the STF Tactical Growth ETF (“STF Growth ETF”) (each, a “Target
Fund” and, together, the “Target Funds”), each a series of Listed Funds Trust (“LiFT”), a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), will be held on August
20, 2025, at 10:00 a.m. local time, at the offices of LiFT at 615 East Michigan Street, Milwaukee, Wisconsin 53202. At the special meetings, you and the other shareholders of each Target Fund will be asked to consider and vote upon the following,
as applicable:
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A proposal to approve an Agreement and Plan of Reorganization (the “Plan”) pursuant to which:
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all of the assets of STF Growth & Income ETF will be transferred into the Hennessy Tactical Growth and Income ETF (the “Hennessy Growth and Income ETF”), a newly created series of Hennessy Funds
Trust, a Delaware statutory trust registered under the 1940 Act, in exchange for shares of the Hennessy Growth and Income ETF, which will be distributed pro rata by STF Growth & Income ETF to
its shareholders, and the Hennessy Growth and Income ETF will continue the business, and assume the liabilities, of STF Growth & Income ETF; and
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b.
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all of the assets of STF Growth ETF will be transferred into the Hennessy Tactical Growth ETF (the “Hennessy Growth ETF”, and together with the Hennessy Growth and Income ETF, the “Acquiring Funds”),
a newly created series of Hennessy Funds Trust, in exchange for shares of the Hennessy Growth ETF, which will be distributed pro rata by STF Growth ETF to its shareholders, and the Hennessy Growth
ETF will continue the business, and assume the liabilities, of STF Growth ETF.
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If necessary, a proposal to adjourn one or both of the special meetings 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 meetings to approve the Plan on behalf of one or both of the Target Funds; and
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Such other business that may properly come before the applicable special meetings or any adjournments, postponements, or continuations thereof.
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Shareholders of each Target Fund will vote separately on their respective Reorganization.
Each newly created Acquiring Fund has the same investment objectives and investment strategies as its corresponding Target Fund.
Only shareholders of record at the close of business on June 5, 2025, the record date for the special meetings, shall be entitled to notice of, and to vote at, the special meetings or any
adjournments, postponements, or continuations thereof. This proxy is being solicited on behalf of the Target Funds.
YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR
SMALL YOUR HOLDINGS. IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF
FURTHER SOLICITATION, PLEASE RETURN YOUR PROXY
CARD PROMPTLY OR VOTE BY USING THE TOLL-FREE
TELEPHONE OR INTERNET ADDRESS FOUND ON YOUR PROXY CARD.
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Whether or not you plan to attend the special meetings, 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 meetings.
Voting by proxy will not prevent you from voting your shares in person at the special meetings, if desired. You may revoke your proxy before it is exercised at the special meetings, either
by writing to the Secretary of LiFT at the address noted in the Proxy Statement/Prospectus or in person at the time of the special meetings. A prior proxy can also be revoked by proxy voting again through the website or toll-free telephone
number listed above, as your latest dated proxy will be used to vote your shares.
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Sincerely,
/s/Kacie G. Briody
Kacie G. Briody
President and Principal Executive Officer
Listed Funds Trust
June 24, 2025
Important Notice Regarding the Availability of Proxy Materials for the Special Meetings of Shareholders to Be Held on August 20, 2025: The Notice, Proxy Statement, most recent Annual Report of the Target Funds, and
Form of Proxy are available at www.proxyvote.com.
The information contained in this Preliminary Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This Preliminary Proxy Statement/Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED JUNE 24, 2025
LISTED FUNDS TRUST
615 East Michigan Street
Milwaukee, Wisconsin 53202
866-590-9112
www.stfm.com
HENNESSY FUNDS TRUST
7250 Redwood Boulevard, Suite 200
Novato, California 94945
(800) 966-4354
www.hennessyetfs.com
______________________________________________________________________________
PROXY STATEMENT/PROSPECTUS, DATED JUNE 24, 2025
______________________________________________________________________________
This Proxy Statement/Prospectus is being sent to you in connection with the solicitation of proxies by Listed Funds Trust (“LiFT”), a Delaware statutory trust registered under the Investment
Company Act of 1940, as amended (the “1940 Act”), on behalf of the STF Tactical Growth & Income ETF (“STF Growth & Income ETF”) and the STF Tactical Growth ETF (“STF Growth ETF”) (each, a “Target Fund” and,
together, the “Target Funds”), each a series of LiFT, for use at the special meetings of shareholders of the Target Funds to be held in the offices of LiFT at 615 East Michigan Street, Milwaukee, Wisconsin 53202, on August 20, 2025, at 10:00
a.m. local time. At the special meetings, shareholders of the applicable Target Funds will meet for the following purposes, as applicable:
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To vote on a proposal to approve an Agreement and Plan of Reorganization (the “Plan”), which is attached hereto as Exhibit A, pursuant to which:
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a.
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all of the assets of STF Growth & Income ETF will be transferred into the Hennessy Tactical Growth and Income ETF (the “Hennessy Growth and Income ETF”), a newly created series of Hennessy Funds
Trust, a Delaware statutory trust registered under the 1940 Act, in exchange for shares of the Hennessy Growth and Income ETF, which will be distributed pro rata by STF Growth & Income ETF to
its shareholders, and the Hennessy Growth and Income ETF will continue the business, and assume the liabilities, of STF Growth & Income ETF; and
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b.
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all of the assets of STF Growth ETF will be transferred into the Hennessy Tactical Growth ETF (the “Hennessy Growth ETF,” and, together with the Hennessy Growth and Income ETF, the “Acquiring
Funds”), a newly
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created series of Hennessy Funds Trust, in exchange for shares of the Hennessy Growth ETF, which will be distributed pro rata by STF Growth ETF to its
shareholders, and the Hennessy Growth ETF will continue the business, and assume the liabilities, of STF Growth ETF (each, a “Reorganization” and, together, the “Reorganizations”);
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If necessary, to approve adjourning one or both of the special meetings 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 respective
special meeting to approve the Plan, any amendment thereto, on behalf of one or both of the Target Funds; and
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To transact such other business that may properly come before the applicable special meetings or any adjournments, postponements, or continuations thereof.
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Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to LiFT c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin
53202, Attention: Secretary, or in person at the time of the special meetings. A prior proxy can also be revoked by proxy voting again by a later dated proxy card, through the website, or using toll-free telephone number listed in the enclosed
voting instructions.
Each Target Fund is a series of LiFT, an open-end management investment company registered with the Securities and Exchange Commission (the “SEC”) under the 1940 Act. The Acquiring Funds are
each a series of Hennessy Funds Trust, an open-end management investment company registered with the SEC under the 1940 Act.
Shares of the Target Funds are listed for trading on The Nasdaq Stock Market LLC (the “Exchange”). Shares of the Acquiring Funds will also be listed for trading on the Exchange.
The following table summarizes the proposals to be voted on at the special meetings and indicates those shareholders that are being solicited with respect to the proposals. The shareholders of each Target Fund will
vote together as a single class on the proposals.
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Proposal
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Shareholders Solicited
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Proposal to approve the Reorganization of the STF Tactical Growth & Income ETF into the Hennessy Tactical Growth and Income ETF
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All shareholders of the STF Tactical Growth & Income ETF as of the record date, June 5, 2025
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Proposal to approve the Reorganization of the STF Tactical Growth ETF into the Hennessy Tactical Growth ETF
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All shareholders of the STF Tactical Growth ETF as of the record date, June 5, 2025
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The following documents have been filed with the SEC and are incorporated by reference into this Proxy Statement/Prospectus, which means that they are legally considered to be a part of this Proxy
Statement/Prospectus:
COPIES OF THE TARGET FUNDS’ DOCUMENTS ARE AVAILABLE UPON REQUEST AND WITHOUT CHARGE BY WRITING TO LIFT C/O U.S. BANK GLOBAL FUND SERVICES, 615 EAST MICHIGAN STREET, MILWAUKEE,
WISCONSIN 53202, BY CALLING 866-590-9112, OR OVER THE INTERNET AT WWW.STFM.COM.
COPIES OF THE ANNUAL REPORT TO SHAREHOLDERS OF THE TARGET FUNDS FOR THE FISCAL YEAR ENDED MARCH 31, 2025, CONTAINING AUDITED FINANCIAL STATEMENTS, HAVE
BEEN PREVIOUSLY PROVIDED TO SHAREHOLDERS OF THE TARGET FUNDS AND ARE ALSO AVAILABLE BY WRITING OR CALLING LIFT AT THE ADDRESS OR TELEPHONE NUMBER LISTED ABOVE OR OVER THE INTERNET AT WWW.STFM.COM.
Reports, proxy statements, and other information concerning the Target Funds and Acquiring Funds can be inspected at the offices of the Exchange, and can be obtained electronically from the EDGAR
database on the SEC’s website (www.sec.gov).
This Proxy Statement/Prospectus sets forth concisely the information about the Acquiring Funds that you should know before considering and voting on the Plan and resulting Reorganization, and it
should be retained for future reference. The Acquiring Funds are newly organized and currently have no assets or liabilities. Each Acquiring Fund was created specifically for the purpose of acquiring the assets and liabilities of the corresponding
Target Fund. The Acquiring Funds do not yet have any annual or semi-annual reports. Additional information contained in a statement of additional information (the “SAI”) relating to this Proxy Statement/Prospectus, as required by the SEC, is
on file with the SEC. The SAI is available without charge upon request by calling the toll-free number set forth above for LiFT, by writing or calling LiFT at the address or telephone number listed above, or over the Internet at www.stfm.com. The
SAI, dated June 24, 2025, is incorporated by reference into this Proxy Statement/Prospectus.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Reorganizations described in this Proxy Statement/Prospectus or the securities to be issued
pursuant to the Reorganizations 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.
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PROXY STATEMENT / PROSPECTUS TABLE OF CONTENTS
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Page |
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I.
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INFORMATION ABOUT THE REORGANIZATIONS
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1
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| |
A.
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Overview
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1
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| |
B.
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Reasons for the Reorganizations and Board Deliberations
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1
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| |
C.
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Summary of the Proposed Plan and Resulting Reorganizations
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4
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| |
D.
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Summary Comparison of the Target Funds and the Acquiring Funds
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5
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| |
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1.
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Investment Objectives, Principal Investment Strategies, and Investment Policies
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5
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| |
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2.
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Investment Advisory Services
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8
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| |
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3.
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Distribution Services
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9
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E.
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Other Significant Considerations and Consequences of the Proposed Reorganizations
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9
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| |
F.
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Summary of the Material U.S. Federal Income Tax Consequences of the Proposed Reorganizations
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10
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II.
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PRINCIPAL RISK FACTORS
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11
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| |
|
|
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III.
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COMPARISON FEE TABLES AND EXAMPLES
|
20
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| |
A.
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Fee Tables
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20
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| |
B.
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Example
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21
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IV.
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THE PROPOSED PLAN AND RESULTING REORGANIZATIONS
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22
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| |
A.
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Summary of the Proposed Reorganizations
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23
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| |
B.
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Terms of the Plan
|
24
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| |
C.
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Description of the Acquiring Funds’ Shares
|
25
|
| |
D.
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Material U.S. Federal Income Tax Consequences
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25
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| |
E.
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Comparison of Shareholder Rights
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27
|
| |
F.
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Capitalization
|
28
|
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V.
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INFORMATION ABOUT THE TARGET FUNDS AND THE ACQUIRING FUNDS
|
28
|
| |
A.
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Investment Objectives and Investment Strategies
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28
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| |
B.
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Fees and Expenses
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29
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| |
C.
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Investment Adviser and Portfolio Managers
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29
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| |
D.
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Performance and Portfolio Turnover
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30
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| |
E.
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Taxes, Dividends, and Distributions
|
31
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| |
F.
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Financial Highlights
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34
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| |
G.
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Distribution Arrangements
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34
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| |
H.
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Fiscal Year
|
35
|
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VI.
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VOTING INFORMATION
|
35
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| |
A.
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Method and Cost of Solicitation
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36
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| |
B.
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Right of Revocation
|
36
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| |
C.
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Voting Securities and Principal Holders
|
36
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VII.
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ADDITIONAL INFORMATION
|
38
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| |
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|
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VIII.
|
MISCELLANEOUS INFORMATION
|
39
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| |
A.
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Other Business
|
39
|
| |
B.
|
Next Meeting of Shareholders
|
39
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| |
C.
|
Legal Matters
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39
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| |
D.
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Experts
|
39
|
|
Exhibit A
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|
|
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A-1
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| |
|
|
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Exhibit B
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|
|
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B-1
|
|
I.
|
INFORMATION ABOUT THE REORGANIZATIONS
|
The following synopsis is a summary of certain information contained elsewhere in this Proxy Statement/Prospectus, including documents incorporated by reference, as well as in the Plan. This Proxy Statement/Prospectus
is qualified by reference to the more complete information contained herein and in the Prospectus of the Target Funds, dated July 31, 2024, as amended or supplemented to date, which includes information about the Target Funds, and in the Plan
attached hereto as Exhibit A. Shareholders should read the entire Proxy Statement/Prospectus carefully before voting on the Plan.
|
B.
|
Reasons for the Reorganizations and Board Deliberations
|
The proposed Reorganizations were presented to the Board of Trustees of LiFT (the “Target Funds’ Board”) for consideration at a meeting held on March 5, 2025. At the meeting, STF Management,
LP (“STFM”) informed the Target Funds’ Board that STFM had recently completed a strategic review of the management and operations of the Target Funds and determined that it would be advisable to pursue the reorganization of the Target Funds
into a fund family managed by an asset management firm with significant experience successfully managing and operating funds.
The Target Funds’ Board reviewed information that had been provided in response to a request from the Target Funds’ Board for information regarding Hennessy Advisors, Inc. (“Hennessy Advisors”),
the Acquiring Funds, and the proposed Reorganizations. The information reviewed included general details about Hennessy Advisors, the Acquiring Funds, and the Board of Trustees of Hennessy Fund Trust (the “Acquiring Funds’ Board”), the
investment objectives and strategies of the Acquiring Funds, a comparison of the unitary fees of the Target Funds to the unitary fees of the Acquiring Funds, and the expectation that Hennessy Advisors will employ one of the current portfolio
managers of the Target Funds, Jonathan Molchan, as a portfolio manager of the Acquiring Funds in connection with the Reorganizations.
All of the trustees who are not “interested persons” (as defined in the 1940 Act) of the Target Funds’ Board (the “Independent Trustees”) also discussed the proposed Reorganizations in
executive session, without representatives of STFM or Hennessy Advisors present. For the reasons discussed below, together with other factors and information considered to be relevant but without identifying any single factor as all-important or
controlling, the Target Funds’ Board, including its Independent Trustees, determined that the Reorganizations are in the best interests of the Target Funds and their respective shareholders and unanimously voted to approve the Reorganizations and
to present them to the respective shareholders of each Target Fund for approval. In determining whether to approve the Reorganizations and to recommend approval to shareholders, the Target Funds’ Board (including the Independent Trustees)
considered a number of factors, including the
potential benefits and costs of the Reorganizations to the respective shareholders of the Target Funds. These considerations included the following, among others:
|
1.
|
A current portfolio manager of the Target Funds will continue as a portfolio manager of the Acquiring Funds, thereby contributing to the continuity of the management of the Acquiring Funds;
|
|
2.
|
The investment objectives, strategies, risks and policies of the Target Funds and the Acquiring Funds are the same;
|
|
3.
|
The Reorganizations would allow each Acquiring Fund’s shareholders who wish to continue to invest in funds managed in the same manner as the corresponding Target Fund to do so;
|
|
4.
|
The Acquiring Funds will have no new or different fees from the Target Funds and the unitary fees for the Acquiring Funds will be the same as the Target Funds, and STFM does not anticipate that the
Reorganizations will result in any decline in the level of services from the level of services that historically have been provided to the Target Funds;
|
|
5.
|
Hennessy Advisors’ prior experience with investment fund acquisitions;
|
|
6.
|
The nature, extent, and quality of the non-advisory services to be provided by various service providers to the Acquiring Funds following the closing of the Reorganizations;
|
|
7.
|
The terms of the Plan, noting that the transfer of the assets of each Target Fund will be in exchange for shares of the corresponding Acquiring Fund and the Acquiring Fund’s assumption of all liabilities of
the Target Fund;
|
|
8.
|
That no commission or other transaction fees will be imposed on the Target Funds’ shareholders in connection with the Reorganizations;
|
|
9.
|
That each Target Fund shareholder’s account will be credited with a number of Acquiring Fund shares equal to the value of the Target Fund shares that each shareholder
holds immediately prior to its Reorganization and that the aggregate net asset value of Acquiring Fund shares to be credited to each Target Fund shareholder’s account will equal the aggregate net
asset value of Target Fund shares that each shareholder holds immediately prior to the Reorganization. As a result, the economic interests of the Target Fund shareholders will not be diluted as a result of the Reorganizations;
|
|
10.
|
The Reorganizations are expected to each constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and each of the Target Funds
and their respective shareholders generally will not recognize gain or loss for U.S. federal income tax purposes in the Reorganizations;
|
|
11.
|
The proposed Reorganizations will be submitted to the respective shareholders of the Target Funds for their approval;
|
|
12.
|
Shareholders of the Target Funds who do not wish to become shareholders of the Acquiring Funds may redeem their shares of the Target Funds at their respective net asset values before the Reorganizations;
|
|
13.
|
The interests of the Target Funds’ respective shareholders will not be diluted as a result of the Reorganizations; and
|
|
14.
|
The Target Funds’ shareholders will not incur any expenses in connection with the Reorganizations. STFM and Hennessy Advisors will be responsible for paying or facilitating the payment of the costs of the
Reorganizations, including the payment of any costs associated with soliciting proxies from shareholders.
|
The Target Funds’ Board understood that, if the Reorganizations are completed, each Target Fund will become a series of Hennessy Funds Trust and will be advised by Hennessy Advisors, which would
reorganize the Target Funds into a fund family managed by an asset management firm with significant experience successfully managing and operating funds.
The Target Funds’ Board also considered alternatives to the Reorganizations that were identified by STFM, including the liquidation of each Target Fund. After considering the merits and viability of these other
alternatives, the Target Funds’ Board agreed with the assessment that the possible alternatives were less desirable than the Reorganizations.
The Target Funds’ Board was also advised that STFM intends to rely on Section 15(f) of the 1940 Act, which provides a non-exclusive safe harbor for an investment adviser to an investment company,
and any of the investment adviser’s “affiliated persons” (as such term is defined in the 1940 Act), to receive any amount or benefit in connection with a change in control of the investment adviser as long as two conditions are met. The first
condition is that, for a period of three years after the closing of the Reorganizations, at least 75% of the trustees of the Acquiring Funds must be persons who are not “interested persons” of the predecessor or successor advisor. Second, for a
period of two years after the closing of the Reorganizations, there must not be imposed on the subject funds any “unfair burden” as a result of the acquisitions or any express or implied terms, conditions, or understandings related to them. An
“unfair burden” would include any arrangement whereby an investment adviser, or any interested person of the investment adviser, would receive or be entitled to receive any compensation, directly or indirectly, from a fund or its shareholders
(other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of each subject fund (other than bona fide ordinary compensation
as principal underwriter for the subject funds). In this regard, the Target Funds’ Board was informed that STFM and Hennessy Advisors have indicated that they intend to take the necessary actions to comply with this requirement of Section 15(f) and
that, as a result, no special compensation arrangements are contemplated in connection with the Reorganizations. Specifically, Hennessy Advisors and Hennessy Funds Trust have agreed that, for the minimum time periods specified in Section 15(f) of
the 1940 Act, they will ensure that (1) at least 75% of the trustees of Hennessy Funds Trust are not “interested persons” (as that term is defined in the 1940 Act) of Hennessy Advisors or STFM; and (2) no “unfair burden” (as that term is defined in
Section 15(f)(2)(B) of the 1940 Act) will be imposed on the Acquiring Funds.
The Target Funds’ Board has approved the Plan and resulting Reorganizations, and recommends that you vote “FOR” the Plan and the Reorganizations.
If all of the requisite approvals are obtained and certain conditions are either met or waived, it is anticipated that the closing of the Reorganizations will occur on or about August 22, 2025, or
such other date as is agreed to by the parties, provided that the Acquiring Funds have obtained prior to that time an opinion of Foley & Lardner LLP, legal counsel to Hennessy Funds Trust, concerning the U.S. federal income tax consequences of
the Reorganizations as set forth in the Plan. The Plan may be terminated, and the Reorganizations abandoned, at any time prior to the closing, whether before or after the requisite approval by the shareholders of each of the Target Funds, (i) by
LiFT if any conditions precedent to the obligations of the Target Funds have not been fulfilled or waived, (ii) by Hennessy Funds Trust if any conditions precedent to the obligations of the Acquiring Funds have not been fulfilled or waived, or
(iii) by mutual consent of the parties.
Each of STFM and Hennessy Advisors will be responsible for paying their own professional fees, including legal and accounting fees, and other costs and expenses incurred by them or any of their affiliates in connection
with the Reorganizations, provided that STFM and Hennessy Advisors will bear equally the costs associated with soliciting and obtaining the proxy vote of the shareholders of the Target Funds, including the proxy advisory firm fees. In addition to
solicitations by mail, the officers and agents of the Target Funds also may solicit proxies, without special compensation, by telephone or via the Internet. The Reorganization of each Target Fund into its corresponding Acquiring Fund will be
treated as a separate Reorganization, however, if only one of the Reorganizations is approved, and not the other, neither Reorganization will be consummated. In such event, the Target Funds will continue to operate and the Target Funds’ Board may
take any further action, subject to approval by the shareholders of each Target Fund if required by applicable law, it deems to be in the best interest of the Target Funds and their shareholders, including liquidating the Target Funds.
|
C.
|
Summary of the Proposed Plan and Resulting Reorganizations
|
If the shareholders of the Target Funds approve the Plan and the Reorganizations take place, then:
|
•
|
the respective Acquiring Funds will acquire substantially all of the assets, assume the liabilities, and continue the business of the corresponding Target Funds;
|
|
•
|
the respective Acquiring Funds will issue shares to the corresponding Target Funds, which the Target Funds will distribute pro rata to their respective
shareholders;
|
|
•
|
the respective shareholders of the Target Funds will become shareholders of the corresponding Acquiring Funds; and
|
|
•
|
the shares of the Acquiring Funds received by the respective shareholders of the Target Funds will have the same net asset value (“NAV”) as such shareholder’s interest in the corresponding Target
Funds immediately prior to the Reorganization.
|
No sales charges will be imposed on the shares of the Acquiring Funds issued in connection with the Reorganizations. The Reorganizations have been structured with the intention that they qualify, for U.S. federal
income tax purposes, as a reorganization under the Code. Therefore, shareholders should not recognize any gain or loss on their exchange of shares of the Target Funds for shares of the Acquiring Funds for U.S. federal income tax purposes as a
result of the Reorganizations.
|
D.
|
Summary Comparison of the Target Funds and the Acquiring Funds
|
|
1.
|
Investment Objectives, Principal Investment Strategies, and Investment Policies
|
The investment objectives and principal investment strategies for the Acquiring Funds will be the same as the Target Funds.
STF Tactical Growth & Income ETF and Hennessy Tactical Growth and Income ETF
Investment Objectives
The investment objective of the STF Tactical Growth & Income ETF and the Hennessy Tactical Growth and Income ETF (each, a “Growth and Income Fund”) is to seek long-term growth of capital and current income.
Principal Investment Strategies
Each Growth and Income Fund is an actively managed exchange-traded fund (“ETF”) that will invest, under normal circumstances, in a combination of (i) U.S. equity securities or ETFs that, in the aggregate, seek
to replicate the Nasdaq-100® Index (the “Equity Index Allocation”), (ii) directly in, or in ETFs that hold, long-duration U.S. Treasury securities (the “Fixed
Income Allocation”), and (iii) short-term U.S. Treasury bills, money market funds, and cash or cash equivalents (the “Cash Equivalents”). In addition, each Growth and Income Fund also may opportunistically employ an options spread
strategy, as discussed in more detail below.
In making investment decisions for each Growth and Income Fund, the portfolio managers utilize a proprietary, tactical unconstrained growth model (the “TUG Model”). The TUG Model combines both quantitative and
qualitative analysis factors, but is primarily quantitative in nature. The quantitative factors underlying the TUG Model include, but are not limited to, asset class (i.e., equity and fixed income) and
market volatility, as well as rates of change in both asset class price action (i.e., the price movement of securities in a particular asset class over time) and market volatility. The TUG Model is based on
signals that are derived from a proprietary algorithm that tracks market price action across equities, fixed income, and commodities, to include rates of change in correlation and volatility. In response to shifts in price action, market
volatility, and correlation of the two primary asset classes based on the TUG Model, the portfolio managers of each Growth and Income Fund will adjust respective portfolio allocations between the Equity Index Allocation and the Fixed Income
Allocation and thereby seek to proactively adapt to current market conditions.
The TUG Model provides the opportunity to take advantage of both equity bull and bear markets through the use of strategic long equity positions in addition to long Treasury and money market positions. In seeking to
capitalize on the non-correlative relationship between equities and fixed income securities, the portfolio managers use the TUG Model to assess which asset class provides the best opportunity for growth in light of prevailing market conditions. For
example, when the equity markets become indecisive, the TUG Model seeks to both protect and benefit each Growth and Income Fund from the periodic reversals in equities by allocating assets to bond or Cash Equivalents.
The TUG Model monitors several moving averages of various lengths to measure underlying trends within the Nasdaq-100® Index. Multiple buy
and sell signals are incorporated into the TUG Model to take advantage of evolving market conditions. As a result, the TUG Model generates unique signals in both bullish and bearish markets, as the market tends to behave differently depending on
the trend. A partial allocation to Treasury bonds may be made when the equity signal is not at full strength. Each Growth and Income Fund’s exposure to sectors may change over time.
Each Growth and Income Fund may from time to time hold a significant portion of its portfolio in cash or cash equivalents to respond to adverse market, economic, political, or other conditions, to look for suitable
investment opportunities, or to maintain liquidity.
Each Growth and Income Fund may engage in active and frequent trading of portfolio securities in implementing its principal investment strategies.
Each Growth and Income Fund is considered to be non-diversified, which means that it may invest more of its assets in the securities of a single issuer or a smaller number of issuers than if it were a diversified fund.
Options Spread Strategy
The portfolio managers also may opportunistically invest in options to seek to enhance returns. The option spread strategy of each Growth and Income Fund consists of two components: (i) selling call options on the
Nasdaq-100® Index on up to 100% of the value of the equity securities held by the Growth and Income Fund to generate premium from such options, while (ii)
simultaneously reinvesting a portion of such premium to buy call options on the Nasdaq-100® Index.
Short Call Options. A written (sold) call option gives the seller the obligation to sell shares of the reference asset at a specified price (“strike price”) until a specified date (“expiration date”). The writer
(seller) of the call option receives an amount (premium) for writing (selling) the option. In the event the reference asset appreciates above the strike price and the holder exercises the call option, a Growth and Income Fund will have to pay the
difference between the value of the reference asset and the strike price or deliver the reference asset (which loss is offset by the premium initially received), and in the event the reference asset declines in value, the call option may end up
worthless and the Growth and Income Fund retains the premium. The call options written by a Growth and Income Fund will be collateralized by the Growth and Income Fund’s equity holdings at the time such Growth and Income Fund sells the options.
Long Call Options. When a Growth and Income Fund purchases a call option, the Growth and Income Fund pays an amount (premium) to acquire the right to buy shares of a reference asset at a strike price until the
expiration date. In the event the reference asset appreciates in value above the strike price and the Growth and Income Fund exercises its call option, the Growth and Income Fund will be entitled to receive the difference between the value of the
reference asset and the strike price (which gain is offset by the premium originally paid by the Growth and Income Fund), and in the event the reference asset closes below the strike price as of the expiration date, the call option may end up
worthless and the Growth and Income Fund’s loss is limited to the amount of premium it paid.
The options purchased or sold by a Growth and Income Fund will typically have an expiration date approximately one month from the time of purchase or sale. Call options written by a Growth and Income Fund will
typically have a strike price that is at, near, or higher than the current price of the reference asset, and call options purchased by the Growth and Income Fund will typically have a strike price that is higher (in some cases, significantly
higher) than the current price of the Nasdaq-100® Index. The call options used by a Growth and Income Fund will be traded on a national securities exchange and be
settled in cash.
Investment Policies
The fundamental and non-fundamental investment policies of each Growth and Income Fund are substantially similar, with no material differences.
STF Tactical Growth ETF and Hennessy Tactical Growth ETF
Investment Objectives
The investment objective of the STF Tactical Growth ETF and the Hennessy Tactical Growth ETF (each, a “Growth Fund”) is to seek long-term growth of capital.
Principal Investment Strategies
Each Growth Fund is an actively managed ETF that will invest, under normal circumstances, in a combination of (i) U.S. equity securities or ETFs that, in the aggregate, seek to replicate the Nasdaq-100® Index (the “Equity Index Allocation”), (ii) directly in, or in ETFs that hold, long-duration U.S. Treasury securities (the “Fixed Income Allocation”), and
(iii) short-term U.S. Treasury bills, money market funds, and cash and/or cash equivalents. In addition, each Growth Fund may opportunistically employ an options spread strategy, as discussed in more detail below.
Each Growth Fund utilizes a proprietary, tactical unconstrained growth model (the “TUG Model”). The TUG Model combines both quantitative and qualitative analysis factors, but is primarily quantitative in nature.
The quantitative factors underlying the TUG model include, but are not limited to, asset class (i.e., equity and fixed income) and market volatility, as well as rates of change in both asset class price
action (i.e., the price movement of securities in a particular asset class over time) and market volatility. The TUG Model is based on signals that are derived from a proprietary algorithm that tracks market
price action across equities, fixed income, and commodities, to include rates of change in correlation and volatility. In response to shifts in price action, market volatility, and correlation of the two primary asset classes based on the TUG
Model, the portfolio managers of each Growth Fund will adjust respective portfolio allocations between the Equity Index Allocation and the Fixed Income Allocation and thereby seek to proactively adapt to current market conditions.
The TUG Model provides the opportunity to take advantage of both equity bull and bear markets through the use of strategic long equity positions in addition to long Treasury and money market positions. In seeking to
capitalize on the non-correlative relationship between equities and fixed income securities, the TUG Model will assess which asset class provides the best opportunity for growth in light of prevailing market conditions. For example, when the equity
markets become indecisive, the TUG Model seeks to both protect and benefit each
Growth Fund from the periodic reversals in equities by allocating assets to bond or cash equivalents.
The TUG Model monitors several moving averages of various lengths to measure underlying trends within the Nasdaq-100® Index. Multiple buy
and sell signals are incorporated into the TUG Model to take advantage of evolving market conditions. As a result, the TUG Model generates unique signals in both bullish and bearish markets, as the market tends to behave differently depending on
the trend. A partial allocation to Treasury bonds may be made when the equity signal is not at full strength.
Each Growth Fund may engage in active and frequent trading of portfolio securities in implementing its principal investment strategies.
Each Growth Fund is considered to be non-diversified, which means that it may invest more of its assets in the securities of a single issuer or a smaller number of issuers than if it were a diversified fund.
Investment Policies
The fundamental and non-fundamental investment policies of each Growth Fund are substantially similar, with no material differences.
|
2.
|
Investment Advisory Services
|
STFM is the investment adviser of the Target Funds. STFM is located at 6136 Frisco Square Boulevard, Suite 400, Frisco, Texas 75034. As of February 20, 2025, STFM managed approximately $245 million in assets under
management on behalf of the Target Funds. Subject to the overall supervision of the Target Funds’ Board, STFM manages the overall investment operations of the Target Funds pursuant to the terms of an investment advisory agreement between LiFT and
STFM (the “STFM Advisory Agreement”). Under the terms of the STFM Advisory Agreement, each Target Fund pays STFM a unitary management fee that is computed daily and paid not less than monthly in arrears at an annual rate of 0.65% of such
Target Funds’ daily net assets. From the unitary management fee, STFM pays most of the expenses of the Target Funds, including the cost of transfer agency, custody, fund administration, legal, audit, and other services. However, under the STFM
Advisory Agreement, STFM is not responsible for interest charges on any borrowings, dividends, and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of
securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by LiFT under any distribution plan adopted pursuant to Rule 12b-1 under
the 1940 Act.
Hennessy Advisors is the investment adviser of the Acquiring Funds. Hennessy Advisors, Inc. is located at 7250 Redwood Blvd., Suite 200, Novato, California 94945. Hennessy Advisors was organized as a California
corporation in 1989 and is registered with the SEC as an investment adviser. As of March 31, 2025, Hennessy Advisors managed over $4.2 billion of net assets on behalf of all series in Hennessy Funds Trust. Subject to the direction and control of
the Acquiring Funds’ Board, Hennessy Advisors formulates and implements investment programs for the Acquiring Funds, pursuant to an investment advisory agreement between Hennessy Funds Trust and Hennessy Advisors (the “Hennessy Advisory
Agreement”). For its services, each Acquiring Fund pays Hennessy Advisors a unitary management fee that is computed daily and
paid not less than monthly in arrears at an annual rate of 0.65% of each of the Acquiring Funds’ daily net assets. From the unitary management fee, Hennessy Advisors will pay most of the
expenses of the Acquiring Funds, including the cost of transfer agency, custody, fund administration, legal, audit, and other services. However, under the Hennessy Advisory Agreement, Hennessy Advisors is not responsible for distribution fees and
expenses paid by the Acquiring Funds under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, interest charges on any borrowings, dividends, and other expenses on securities sold short, brokerage expenses, trading expenses,
and other expenses (such as stamp taxes) in connection with the execution of portfolio transactions or in connection with creation or redemption transactions, acquired fund fees and expenses, accrued deferred tax liability, and extraordinary
expenses not incurred in the course of ordinary business.
Hennessy Advisors will employ one of the current portfolio managers of the Target Funds, Jonathan Molchan, as a portfolio manager of the Acquiring Funds. Accordingly, there will be substantial continuity between the
day-to-day management of the portfolio of the Target Funds and the Acquiring Funds despite the change in investment adviser.
Foreside Fund Services, LLC (“Foreside”), located at Three Canal Plaza, Suite 100, Portland, ME 04101, currently serves as the distributor for the Target Funds. Foreside distributes creation units for the Target
Funds on an agency basis and does not maintain a secondary market in the Target Funds’ shares. Foreside is a registered broker‑dealer and member of the Financial Industry Regulatory Authority (“FINRA”).
Quasar Distributors, LLC (the “Distributor”), located at Three Canal Plaza, Suite 100, Portland, ME 04101, serves as the distributor for the Acquiring Funds. The
Distributor is wholly owned by Foreside. The Acquiring Funds’ shares are continuously offered for sale only in Creation Units (discussed below) on a best efforts basis. The Distributor does not maintain a secondary market in the Acquiring Funds’
shares. The Distributor is a registered broker-dealer and member of FINRA.
|
E.
|
Other Significant Considerations and Consequences of the Proposed Reorganizations
|
As a result of the Reorganizations, Hennessy Advisors will serve as the investment adviser to the Acquiring Funds. In connection with the Reorganizations, Hennessy Advisors will employ one of the current portfolio
managers of the Target Funds, Jonathan Molchan, as a portfolio manager of the Acquiring Funds. STFM does not expect that the proposed Reorganizations will result in a diminution in the level or quality of service that shareholders of each Acquiring
Fund will receive as compared to what they currently experience as shareholders of the corresponding Target Fund. To the contrary, as noted above, STFM expects the shareholders of the Target Funds to experience improved levels of investment
management and customer services as shareholders of the Acquiring Funds.
The Acquiring Funds will have no new or different fees from the Target Funds and the unitary fee for the Acquiring Funds will be the same as the unitary fee currently charged to the Target Funds for at least two years
following the Reorganization.
The Target Funds and the Acquiring Funds have different boards of trustees. However, the Target Funds and Acquiring Funds have the same principal service providers. The following table identifies the principal service
providers of the Target Funds and the Acquiring Funds:
|
SERVICE PROVIDER
|
TARGET FUNDS / ACQUIRING FUNDS
|
|
Accounting Services/Administrator
|
U.S. Bank Global Fund Services
|
|
Transfer Agent
|
U.S. Bank Global Fund Services
|
|
Custodian
|
U.S. Bank National Association
|
|
Independent Registered Accounting Firm
|
Cohen & Company, Ltd.
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As noted above, the Acquiring Funds will be supervised by the Acquiring Funds’ Board. For information regarding the Acquiring Funds’ Board, please see the Statement of Additional Information for the Acquiring Funds
relating to this Proxy Statement/Prospectus, dated June 24, 2025, as may be supplemented to date.
The proposed Reorganizations are not expected to have any adverse U.S. federal income tax consequences to the Target Funds or their shareholders.
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F.
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Summary of the Material U.S. Federal Income Tax Consequences of the Proposed Reorganizations
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The Target Funds will have received on the Closing Date (as defined in the Plan) an opinion of Foley & Lardner LLP, legal counsel to Hennessy Funds Trust, to the effect that the proposed Reorganizations will
constitute a reorganization within the meaning of Section 368(a) of the Code. As reorganizations, no gain or loss would be recognized by the Target Funds upon the transfer of assets solely in exchange for shares of the respective Acquiring Funds
and their assumption of liabilities or by shareholders of the Target Funds upon their exchange of Target Funds shares for shares of the respective Acquiring Funds. The tax basis for the shares of the Acquiring Funds received by shareholders of the
Target Funds would be the same as their tax basis for the shares of the respective Target Funds that are surrendered in the exchange. In addition, the holding period of the shares of the Acquiring Funds that are received in connection with the
Reorganizations would be expected to include the period during which the shares of the Target Funds to be exchanged were held, as long as the shares of the applicable Target Funds were held as capital assets by the exchanging shareholders on the
date of the exchange.
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II.
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PRINCIPAL RISK FACTORS
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The principal risks of investing in the Acquiring Funds are substantially similar to the principal risks of investing in the Target Funds, with no material differences. Provided below are the principal risks of investing in the Acquiring Funds
and the Target Funds.
STF Tactical Growth & Income ETF and Hennessy Tactical Growth and Income ETF – Principal Risk Factors
The risks related to the principal investment strategies of the Growth and Income Funds are as follows.
Cybersecurity Risk: Cybersecurity incidents may allow an unauthorized party to gain access to assets of a Growth and Income Fund or proprietary information, or cause a Growth and Income Fund, such Growth
and Income Fund’s investment adviser, or other service providers (including custodians and financial intermediaries) to suffer data breaches, data corruption, or denial‑of‑service attacks. Additionally, cybersecurity failures or breaches of the
electronic systems of a Growth and Income Fund, such Growth and Income Fund’s investment adviser, or a Growth and Income Fund’s other service providers, market makers, APs, a Growth and Income Fund’s primary listing exchange, or the issuers of
securities in which a Growth and Income Fund invests have the ability to disrupt and negatively affect a Growth and Income Fund’s business operations, including the ability to purchase and sell shares, potentially resulting in financial losses to a
Growth and Income Fund and its shareholders.
Derivatives Securities Risk: Each Growth and Income Fund invests in options that derive their performance from the performance of the Nasdaq-100® Index. Derivatives, such as the options in which each Growth and Income Fund invests, can be volatile and involve various types and degrees of risks, depending upon the characteristics of a particular derivative.
Derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in a derivative could have a substantial impact on the performance of a Growth and Income Fund. Each Growth and Income Fund
could experience losses if its derivatives do not perform as anticipated, or are not correlated with the performance of its underlying asset, or if the Growth and Income Fund is unable to purchase or liquidate a position because of an illiquid
secondary market. The market for many derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid, and unpredictable changes in the prices for derivatives.
Options Risk:. Selling (writing) and buying options are speculative activities and entail
greater than ordinary investment risks. Each Growth and Income Fund’s use of put options can lead to losses because of adverse movements in the price or value of the underlying asset, which may be magnified by certain features of the options. When
selling a put option, a Growth and Income Fund will receive a premium; however, this premium may not be enough to offset a loss incurred by the Growth and Income Fund if the price of the underlying asset is below the strike price by an amount equal
to or greater than the premium. Purchasing put options involves the payment of premiums, which may adversely affect a Growth and Income Fund’s performance. Purchasing a put option gives the purchaser of the option the right to sell a specified
quantity of an underlying asset at a fixed exercise price over a defined period of time. Purchased put options may expire worthless resulting in a Growth and Income Fund’s loss of the premium it paid for the option.
The value of an option may be adversely affected if the market for the option becomes less liquid or smaller, and will be affected by changes in the value or yield of the option’s underlying asset, an increase in
interest rates, a change in the actual or perceived volatility of the stock market or the underlying asset and the remaining time to expiration. Additionally, the value of an option does not increase or decrease at the same rate as the underlying
asset. Each Growth and Income Fund’s use of options may reduce its ability to profit from increases in the value of the underlying asset. If the price of the underlying asset of an option is above the strike price of a written put option, the value
of the option, and consequently, may decline significantly more than if a Growth and Income Fund invested directly in the underlying asset instead of using options. While each Growth and Income Fund will limit its leverage risk based on its
value-at-risk test, it could still lose a significant amount or nearly all of its value if the price of an underlying asset changes significantly enough.
Market and Equity Investments Risk: The market value of a security may move up or down, and these fluctuations may cause a security to be worth more or less than the price originally paid for it. Market
risk may affect a single company, an industry, a sector of the economy, or the market as a whole. The value of equity securities will fluctuate due to many factors, including the past and predicted earnings of the issuer, the quality of the
issuer’s management, general market conditions, political and other events, forecasts for the issuer’s industry, and the value of the issuer’s assets.
Structural ETF Risks: Each Growth and Income Fund is an ETF. Accordingly, it is subject to certain risks associated with its unique structure.
Market Participants Risk: Only an AP may engage in creation or redemption transactions directly with a Growth and Income Fund, and none of those APs is obligated to engage in
creation or redemption transactions. Each Growth and Income Fund has a limited number of institutions that may act as APs on an agency basis (i.e., on behalf of other market participants). To the extent that APs exit the business or are unable to
proceed with creation or redemption orders with respect to a Growth and Income Fund and no other AP is able to step forward to create or redeem, the Growth and Income Fund’s shares may be more likely to trade at a premium or discount to NAV and
possibly face trading halts or delisting. Each Growth and Income Fund may also rely on a small number of third-party market makers to provide a market for the purchase and sale of the Growth and Income Fund’s shares but such market makers are under
no obligation to do so. Decisions by APs or market makers to reduce their role or step away from these activities in times of market stress could inhibit the effectiveness of the arbitrage process in maintaining the relationship between the
underlying values of a Growth and Income Fund’s portfolio securities and the Growth and Income Fund’s market price. Any trading halt or other problem relating to the trading activity of these market makers or any issues disrupting the AP’s ability
to proceed with creation or redemption orders could result in a dramatic change in the spread between a Growth and Income Fund’s net asset value and the price at which the Growth and Income Fund’s shares are trading on The Nasdaq Stock Market LLC
(the “Exchange”), which could result in a decrease in value of the Growth and Income Fund’s shares. This reduced effectiveness could result in a Growth and Income Fund’s shares trading at a premium or discount to net asset value and also in greater
than normal intraday bid-ask spreads of the Growth and Income Fund’s shares. “Bid” refers to the highest price a buyer will pay to buy a specified number of shares of a stock at any given time. “Ask” refers to the lowest price at which a seller
will sell the stock. The difference between the bid price and the ask price is called the “spread.
Cash Redemption Risk: Each Growth and Income Fund’s investment strategy may at times require it to redeem shares for cash or to otherwise
include cash as part of its redemption proceeds. For example, a Growth and Income Fund may not be able to redeem in-kind certain securities held by it (e.g., TBA (to‑be‑announced) transactions, short positions, derivative instruments, and bonds
that cannot be broken up beyond certain minimum sizes needed for transfer and settlement). In such cases, a Growth and Income Fund may be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds.
This may cause a Growth and Income Fund to recognize a capital gain that it might not have recognized if it had made a redemption in kind. As a result, a Growth and Income Fund may pay out higher annual capital gain distributions than if the
in-kind redemption process was used.
Cost of Buying or Selling Shares Risk: Due to the costs of buying or selling the shares of a Growth and Income Fund, including brokerage
commissions imposed by brokers and bid/ask spreads, frequent trading of the Growth and Income Fund’s shares may significantly reduce investment results and an investment in the Growth and Income Fund’s shares may not be advisable for investors who
anticipate regularly making small investments.
Premium/Discount Risk: As with ETFs generally, each Growth and Income Fund’s shares may be bought and sold in the secondary market at
market prices. The trading prices of each Growth and Income Fund’s shares in the secondary market may differ from each Growth and Income Fund’s daily net asset value per share and there may be times when the market price of the shares is more than
the NAV per share (premium) or less than the NAV per share (discount). If a shareholder purchases a Growth and Income Fund’s shares at a time when the market price is at a premium to the net asset value or sells a Growth and Income Fund’s shares at
a time when the market price is at a discount to the NAV, the shareholder may pay more for, or receive less than, the underlying value of the Growth and Income Fund’s NAV per share, respectively. This risk is heightened in times of market
volatility or periods of steep market declines.
Trading Risks: Although each Growth and Income Fund’s shares are listed for trading on the Exchange, there can be no assurance that the
Growth and Income Fund’s shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of a Growth and Income Fund’s shares may begin to mirror the liquidity of the Growth and Income Fund’s
underlying portfolio holdings, which can be significantly less liquid than the Growth and Income Fund’s shares. Trading in shares on the Exchange may be halted by the Exchange because of market conditions that, in the view of the Exchange, make
trading in a Growth and Income Fund inadvisable. If a trading halt or unanticipated early closing of the Exchange occurs, a shareholder may be unable to purchase or sell shares of a Growth and Income Fund or may only be able to do so at an
increased premium or discount.
Fixed Income Risks: Current market conditions and the actions of governmental authorities present heightened risks to the fixed income market generally. Such risks could be further heightened if such
market conditions become more volatile or the governmental and regulatory actions are unexpectedly or suddenly reversed or are ineffective in achieving their desired
outcomes. In addition, the market environment may expose fixed-income and debt markets to significant volatility and reduced liquidity for each Growth and Income Fund’s investments.
Call Risk: During periods of falling interest rates, an issuer of a callable bond held by a Growth and Income Fund may call or repay the security before its stated maturity, and
the Growth and Income Fund may have to reinvest the proceeds at lower interest rates, resulting in a decline in the Growth and Income Fund’s income.
Credit Risk: Debt issuers and other counterparties may not honor their obligations or may have their debt downgraded by ratings agencies.
Extension Risk: During periods of rising interest rates, certain debt obligations will be paid off substantially more slowly than originally anticipated and the value of those
securities may fall sharply, resulting in a decline in a Growth and Income Fund’s income and potentially in the value of a Growth and Income Fund’s investments.
Interest Rate Risk: An increase in interest rates may cause the value of fixed-income securities held by a Growth and Income Fund to decline. Each Growth and Income Fund may be
subject to a greater risk of rising interest rates due to the recent period of historically low rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. Variable and floating rate
securities may increase or decrease in value in response to changes in interest rates, although generally to a lesser degree than fixed-income securities.
Implied Volatility Risk: When a Growth and Income Fund sells an option, it gains the amount of the premium it receives, but also incurs a liability representing the value of the option it has sold until
the option is either exercised and finishes in the money, meaning it has value and can be sold, or the option expires worthless, or the expiration of the option is rolled, or extended forward. The value of the options in which a Growth and Income
Fund invests is based partly on the volatility used by market participants to price such options (i.e., implied volatility). Accordingly, increases in the implied volatility of such options will cause the
value of such options to increase (even if the prices of the options’ underlying stocks do not change), which will result in a corresponding increase in the liabilities of the Growth and Income Fund under such options and thus decrease the Growth
and Income Fund’s NAV.
Limited Operating History Risk: Each Growth and Income Fund is a recently organized company with a limited operating history. As a result, prospective investors have a limited track record on which to
base their investment decision.
Management Risk: Each Growth and Income Fund is actively managed and its ability to achieve its investment objective is dependent on the portfolio managers’ successful implementation of the Growth and
Income Fund’s investment strategies. The portfolio managers’ evaluations and assumptions regarding issuers, securities, and other factors may not successfully achieve a Growth and Income Fund’s investment objective given actual market conditions.
Sector Risk: From time to time, each Growth and Income Fund may concentrate its investments in one or more industry sectors. Each Growth and Income Fund is currently substantially invested in the
Manufacturing sector, and its performance is therefore tied closely to, and affected by, developments in this industry. Companies in the manufacturing sector can be
significantly affected by supply and demand both for their specific product or service and for manufacturing sector products in general, a decline in demand for products due to rapid technological developments and frequent new product
introduction, government regulation, world events and economic conditions, and the risks associated with potential environmental damage and product liability claims.
Large-Sized Companies Risk: The stocks of large‑capitalization companies as a group could fall out of favor with the market, causing the Growth and Income Funds to underperform investments that focus
solely on small- or medium- capitalization stocks.
Small-Sized and Medium-Sized Companies Risk: Each Growth and Income Fund invests in small-sized and medium-sized companies, which may have more limited liquidity and greater price volatility than larger,
more established companies. Smaller companies may have limited product lines, markets, and financial resources, and their management may be dependent on fewer key individuals.
Models and Data Risk: To the extent a model does not perform as designed or as intended, a Growth and Income Fund’s strategy may not be successfully implemented and the Growth and Income Fund may lose
value. If the model or data are incorrect or incomplete, any decisions made in reliance thereon may lead to the inclusion or exclusion of securities that would have been excluded or included had the model or data been correct and complete. The use
of predictive models has inherent risks. For example, such models may incorrectly forecast future behavior, leading to potential losses. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some
kind), such models may produce unexpected results, which can result in losses for a Growth and Income Fund. Furthermore, because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on
such models may depend heavily on the accuracy and reliability of the supplied historical data.
Non-Diversification Risk. Because each Growth and Income Fund is non-diversified, it may invest a greater percentage of its assets in the securities of a single issuer or a lesser number of issuers than if
it was a diversified fund. As a result, each Growth and Income Fund may be more exposed to the risks associated with and developments affecting an individual issuer or a lesser number of issuers than a fund that invests more widely. This may
increase each Growth and Income Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on each Growth and Income Fund’s performance.
Other Investment Companies Risk: Each Growth and Income Fund may invest in shares of other investment companies, such as other ETFs. The risks of investment in these securities typically reflect the risks
of the types of instruments in which the investment company invests. When a Growth and Income Fund invests in investment company securities, shareholders of the Growth and Income Fund bear indirectly their proportionate share of the other
investment company’s fees and expenses, as well as their share of the Growth and Income Fund’s fees and expenses. As a result, an investment by a Growth and Income Fund in an investment company could cause the Growth and Income Fund’s operating
expenses (taking into account indirect expenses such as the fees and expenses of the investment company) to be higher and, in turn, performance to be lower than if it were to invest directly in the instruments underlying the investment company.
Investments in other ETFs are also generally subject to the “Structural ETF Risks” described above.
High Portfolio Turnover Risk: High portfolio turnover will produce higher transaction costs (such as brokerage commissions and dealer markups) that each Growth and Income Fund must pay, thus reducing the
performance of the Growth and Income Fund. High portfolio turnover may also result in higher taxes when shares of a Growth and Income Fund are held in a taxable account.
Tax Risks: The writing of options by each Growth and Income Fund may significantly reduce or eliminate its ability to make distributions eligible to be treated as qualified dividend income. Options entered
into by the Growth and Income Funds may also be subject to the federal tax rules applicable to straddles under the Code. If positions held by a Growth and Income Fund were treated as “straddles” for federal income tax purposes, or the Growth and
Income Fund’s risk of loss with respect to a position was otherwise diminished as set forth in U.S. Treasury regulations, dividends on stocks that are a part of such positions would not constitute qualified dividend income subject to such favorable
income tax treatment in the hands of non-corporate shareholders or eligible for the dividends received deduction for corporate shareholders. In addition, generally, straddles are subject to certain rules that may affect the amount, character and
timing of a Growth and Income Fund’s gains and losses with respect to straddle positions.
U.S. Treasury Obligations Risk. U.S. Treasury obligations may differ from other fixed income securities in their interest rates, maturities, times of issuance and other characteristics. Similar to other
issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of each Growth and Income Fund’s U.S. Treasury obligations to decline.
Temporary Defensive Position Risk: From time to time, each Growth and Income Fund may take temporary defensive positions in response to adverse market, economic, or political conditions by holding all or a
substantial portion of its assets in cash, cash equivalents, or other high quality short-term investments. The portfolio managers also may invest in these types of securities or hold cash while its portfolio managers are looking for suitable
investment opportunities or to maintain liquidity. In these circumstances, a Growth and Income Fund may be unable to achieve its investment objectives.
Tax Law Change Risk: Tax law is subject to change, possibly with retroactive effect, or to different interpretations. For example, tax legislation enacted in 2017 (the Tax Cuts and Jobs Act) resulted in
fundamental changes to the Code (some of which are set to expire at the end of 2025). The Inflation Reduction Act of 2022 added a 15% alternative minimum tax on large corporations and a 1% excise tax on repurchases of stock by publicly traded
corporations and certain affiliates. Any future changes are highly uncertain, and the impact on each Growth and Income Fund or its shareholders cannot be predicted. Prospective shareholders should consult their own tax advisors regarding the impact
to them of possible changes in tax laws.
STF Tactical Growth ETF and Hennessy Tactical Growth ETF – Principal Risk Factors
The risks related to the principal investment strategies of the Growth Funds are as follows.
Cybersecurity Risk: Cybersecurity incidents may allow an unauthorized party to gain access to assets of a Growth Fund or proprietary information, or cause a Growth Fund, such Growth Fund’s investment
adviser, or other service providers (including custodians and financial intermediaries) to suffer data breaches, data corruption, or denial‑of‑service attacks. Additionally, cybersecurity failures or breaches of the electronic systems of a Growth
Fund, such
Growth Fund’s investment adviser, or a Growth Fund’s other service providers, market makers, APs, a Growth Fund’s primary listing exchange, or the issuers of securities in which a Growth Fund invests have the ability to disrupt and negatively
affect a Growth Fund’s business operations, including the ability to purchase and sell shares, potentially resulting in financial losses to a Growth Fund and its shareholders.
Market and Equity Investments Risk: The market value of a security may move up or down, and these fluctuations may cause a security to be worth more or less than the price originally paid for it. Market
risk may affect a single company, an industry, a sector of the economy, or the market as a whole. The value of equity securities will fluctuate due to many factors, including the past and predicted earnings of the issuer, the quality of the
issuer’s management, general market conditions, political and other events, forecasts for the issuer’s industry, and the value of the issuer’s assets.
Structural ETF Risks: Each Growth Fund is an ETF. Accordingly, it is subject to certain risks associated with its unique structure.
Market Participants Risk: Only an AP may engage in creation or redemption transactions directly with a Growth Fund, and none of those APs is obligated to engage in creation or
redemption transactions. Each Growth Fund has a limited number of institutions that may act as APs on an agency basis (i.e., on behalf of other market participants). To the extent that APs exit the business or are unable to proceed with creation or
redemption orders with respect to a Growth Fund and no other AP is able to step forward to create or redeem, the Growth Fund’s shares may be more likely to trade at a premium or discount to NAV and possibly face trading halts or delisting. Each
Growth Fund may also rely on a small number of third-party market makers to provide a market for the purchase and sale of the Growth Fund’s shares but such market makers are under no obligation to do so. Decisions by APs or market makers to reduce
their role or step away from these activities in times of market stress could inhibit the effectiveness of the arbitrage process in maintaining the relationship between the underlying values of a Growth Fund’s portfolio securities and the Growth
Fund’s market price. Any trading halt or other problem relating to the trading activity of these market makers or any issues disrupting the AP’s ability to proceed with creation or redemption orders could result in a dramatic change in the spread
between a Growth Fund’s net asset value and the price at which the Growth Fund’s shares are trading on The Nasdaq Stock Market LLC (the “Exchange”), which could result in a decrease in value of the Growth Fund’s shares. This reduced effectiveness
could result in a Growth Fund’s shares trading at a premium or discount to net asset value and also in greater than normal intraday bid-ask spreads of the Growth Fund’s shares. “Bid” refers to the highest price a buyer will pay to buy a specified
number of shares of a stock at any given time. “Ask” refers to the lowest price at which a seller will sell the stock. The difference between the bid price and the ask price is called the “spread.
Cost of Buying or Selling Shares Risk: Due to the costs of buying or selling shares of a Growth Fund, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of the Growth Fund’s shares may significantly reduce investment results and an investment in the Growth Fund’s shares may not be advisable for investors who anticipate regularly making small
investments.
Premium/Discount Risk: As with ETFs generally, each Growth Fund’s shares may be bought and sold in the secondary market at market
prices. The trading prices of each Growth Fund’s shares in the secondary market may differ from each Growth Fund’s daily net asset value per share and there may be times when the market price of the shares is more than the NAV per share (premium)
or less than the NAV per share (discount). If a shareholder purchases a Growth Fund’s shares at a time when the market price is at a premium to the net asset value or sells a Growth Fund’s shares at a time when the market price is at a discount to
the NAV, the shareholder may pay more for, or receive less than, the underlying value of the Growth Fund’s NAV per share, respectively. This risk is heightened in times of market volatility or periods of steep market declines.
Trading Risks: Although each Growth Fund’s shares are listed for trading on the Exchange, there can be no assurance that the Growth
Fund’s shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of a Growth Fund’s shares may begin to mirror the liquidity of the Growth Fund’s underlying portfolio holdings, which can be
significantly less liquid than the Growth Fund’s shares. Trading in shares on the Exchange may be halted by the Exchange because of market conditions that, in the view of the Exchange, make trading in a Growth Fund inadvisable. If a trading halt or
unanticipated early closing of the Exchange occurs, a shareholder may be unable to purchase or sell shares of a Growth Fund or may only be able to do so at an increased premium or discount.
Fixed Income Risks: Current market conditions and the actions of governmental authorities present heightened risks to the fixed income market generally. Such risks could be further heightened if such
market conditions become more volatile or the governmental and regulatory actions are unexpectedly or suddenly reversed or are ineffective in achieving their desired outcomes. In addition, the market environment may expose fixed-income and debt
markets to significant volatility and reduced liquidity for each Growth Fund’s investments.
Call Risk: During periods of falling interest rates, an issuer of a callable bond held by a Growth Fund may call or repay the security before its stated maturity, and the Growth
Fund may have to reinvest the proceeds at lower interest rates, resulting in a decline in the Growth Fund’s income.
Credit Risk: Debt issuers and other counterparties may not honor their obligations or may have their debt downgraded by ratings agencies.
Extension Risk: During periods of rising interest rates, certain debt obligations will be paid off substantially more slowly than originally anticipated and the value of those
securities may fall sharply, resulting in a decline in a Growth Fund’s income and potentially in the value of a Growth Fund’s investments.
Interest Rate Risk: An increase in interest rates may cause the value of fixed-income securities held by a Growth Fund to decline. Each Growth Fund may be subject to a greater
risk of rising interest rates due to the recent period of historically low rates and the effect of potential government fiscal policy initiatives and resulting market reaction to those initiatives. Variable and floating rate securities may increase
or decrease in value in response to changes in interest rates, although generally to a lesser degree than fixed-income securities.
Limited Operating History Risk: Each Growth Fund is a recently organized company with a limited operating history. As a result, prospective investors have a limited track record on which to base their
investment decision.
Management Risk: Each Growth Fund is actively managed and its ability to achieve its investment objective is dependent on the portfolio managers’ successful implementation of the Growth Fund’s investment
strategies. The portfolio managers’ evaluations and assumptions regarding issuers, securities, and other factors may not successfully achieve a Growth Fund’s investment objective given actual market conditions.
Sector Risk: From time to time, each Growth Fund may concentrate its investments in one or more industry sectors. Each Growth Fund is currently substantially invested in the Manufacturing sector, and its
performance is therefore tied closely to, and affected by, developments in this industry. Companies in the manufacturing sector can be significantly affected by supply and demand both for their specific product or service and for manufacturing
sector products in general, a decline in demand for products due to rapid technological developments and frequent new product introduction, government regulation, world events and economic conditions, and the risks associated with potential
environmental damage and product liability claims.
Large-Sized Companies Risk: The stocks of large‑capitalization companies as a group could fall out of favor with the market, causing the Growth Funds to underperform investments that focus solely on small-
or medium- capitalization stocks.
Small-Sized and Medium-Sized Companies Risk: Each Growth Fund invests in small-sized and medium-sized companies, which may have more limited liquidity and greater price volatility than larger, more
established companies. Smaller companies may have limited product lines, markets, and financial resources, and their management may be dependent on fewer key individuals.
Models and Data Risk: To the extent a model does not perform as designed or as intended, a Growth Fund’s strategy may not be successfully implemented and the Growth Fund may lose value. If the model or
data are incorrect or incomplete, any decisions made in reliance thereon may lead to the inclusion or exclusion of securities that would have been excluded or included had the model or data been correct and complete. The use of predictive models
has inherent risks. For example, such models may incorrectly forecast future behavior, leading to potential losses. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may
produce unexpected results, which can result in losses for a Growth Fund. Furthermore, because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on
the accuracy and reliability of the supplied historical data.
Non-Diversification Risk. Because each Growth Fund is non-diversified, it may invest a greater percentage of its assets in the securities of a single issuer or a lesser number of issuers than if it was a
diversified fund. As a result, each Growth Fund may be more exposed to the risks associated with and developments affecting an individual issuer or a lesser number of issuers than a fund that invests more widely. This may increase each Growth
Fund’s volatility and cause the performance of a relatively small number of issuers to have a greater impact on each Growth Fund’s performance.
Other Investment Companies Risk: Each Growth Fund may invest in shares of other investment companies, such as other ETFs. The risks of investment in these securities typically reflect the risks of the
types of instruments in which the investment company invests. When a Growth Fund invests in investment company securities, shareholders of the Growth Fund bear indirectly their proportionate share of the other investment company’s fees and
expenses, as well as their share of the Growth Fund’s fees and expenses. As a result, an investment by a Growth Fund in an investment company could cause the Growth Fund’s operating expenses (taking into account indirect expenses such as the fees
and expenses of the investment company) to be higher and, in turn, performance to be lower than if it were to invest directly in the instruments underlying the investment company. Investments in other ETFs are also generally subject to the
“Structural ETF Risks” described above.
High Portfolio Turnover Risk: High portfolio turnover will produce higher transaction costs (such as brokerage commissions and dealer markups) that each Growth Fund must pay, thus reducing the performance
of the Growth Fund. High portfolio turnover may also result in higher taxes when shares of a Growth Fund are held in a taxable account.
U.S. Treasury Obligations Risk. U.S. Treasury obligations may differ from other fixed income securities in their interest rates, maturities, times of issuance and other characteristics. Similar to other
issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of each Growth Fund’s U.S. Treasury obligations to decline.
Temporary Defensive Position Risk: From time to time, each Growth Fund may take temporary defensive positions in response to adverse market, economic, or political conditions by holding all or a
substantial portion of its assets in cash, cash equivalents, or other high quality short-term investments. The portfolio managers also may invest in these types of securities or hold cash while its portfolio managers are looking for suitable
investment opportunities or to maintain liquidity. In these circumstances, a Growth Fund may be unable to achieve its investment objectives.
Tax Law Change Risk: Tax law is subject to change, possibly with retroactive effect, or to different interpretations. For example, tax legislation enacted in 2017 (the Tax Cuts and Jobs Act) resulted in
fundamental changes to the Code (some of which are set to expire at the end of 2025). The Inflation Reduction Act of 2022 added a 15% alternative minimum tax on large corporations and a 1% excise tax on repurchases of stock by publicly traded
corporations and certain affiliates. Any future changes are highly uncertain, and the impact on each Growth Fund or its shareholders cannot be predicted. Prospective shareholders should consult their own tax advisors regarding the impact to them of
possible changes in tax laws.
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III.
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COMPARISON FEE TABLES AND EXAMPLES
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With respect to the Target Funds and the Acquiring Funds, you will indirectly pay various expenses because the Target Funds and the Acquiring Funds pay fees and expenses that reduce the return on your investment. The
following tables describe the fees and expenses that you may pay if you buy and hold shares of the Target Funds or the Acquiring Funds. You may pay other fees, such as brokerage commissions and other fees to
financial intermediaries, which are not reflected in the tables and examples below.
Only pro forma information has been presented with respect to the Acquiring Funds because each Acquiring Fund will not commence operations until the applicable Reorganization is completed. The Reorganizations themselves will not cause a shareholder to directly pay any additional fees, but there can be no assurances about the net expense ratios, which may increase depending on various factors.
Each of the Target Funds
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SHAREHOLDER FEES
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(fees paid directly from your investment)
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None
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ANNUAL FUND OPERATING EXPENSES
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(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees
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0.65%
|
|
Distribution and Service (12b-1) Fees
|
|
0.00%
|
|
Other Expenses
|
|
0.00%
|
|
Total Annual Fund Operating Expenses
|
|
0.65%
|
Each of the Acquiring Funds (Pro Forma)
|
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
|
|
0.65%
|
|
Distribution and Service (12b-1) Fees
|
|
0.00%
|
|
Other Expenses
|
|
0.00%
|
|
Total Annual Fund Operating Expenses
|
|
0.65%
|
The example set forth below is intended to help you compare the cost of investing in the Target Funds and the Acquiring Funds with other funds.
The example assumes that you invest $10,000 in the specified funds for the time periods indicated and then redeem all of your shares at the end of those periods. This example also assumes that you reinvest all
dividends and distributions, that your investment has a 5% return each year, and that the operating expenses of the specified funds remain the same. Although your actual costs may be higher or lower, based on the assumptions, your costs would be:
Each of the Target Funds
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
|
|
$66
|
$208
|
$362
|
$810
|
|
Each of the Acquiring Funds (Pro Forma)
|
One Year
|
Three Years
|
Five Years
|
Ten Years
|
|
|
$66
|
$208
|
$362
|
$810
|
|
|
IV.
|
THE PROPOSED PLAN AND RESULTING REORGANIZATIONS
|
The following is a summary of key information concerning the proposed Reorganizations. Keep in mind that more detailed information appears in the Plan, a copy of which is attached to this Proxy
Statement/Prospectus as Exhibit A, and in the documents incorporated by reference into this Proxy Statement/Prospectus.
Hennessy Advisors is the investment adviser to the Acquiring Funds, and if the Reorganizations are consummated, Hennessy Advisors needs the assets of STFM, the investment adviser to the Target
Funds, that are necessary or desirable for the management, administration, and operation of the Target Funds, as specified below under “Purchased Assets.” As a result, Hennessy Advisors and STFM entered into a Transaction Agreement on March 14,
2025 (the “Agreement”), pursuant to which Hennessy Advisors agreed to purchase said assets, as specified below under “Purchased Assets.” The Reorganizations are a condition to consummating the transactions contemplated by the Agreement.
Material terms of the Agreement include:
Purchased Assets. On the Closing Date (as defined in the Plan), Hennessy Advisors will purchase the following assets:
|
•
|
The current advisory agreement and all assets, rights, and benefits that pertain to and are necessary or desirable for the management, administration, and operation of the Target Funds, including, but not
limited to, STFM’s files, books, records, portfolio specific parameters developed for the Target Funds, and data files (in all form or forms including hard copy, CD-ROM, flash drive, or other electronic media) owned by STFM relating to
investment accounts and investment history of the Target Funds, except any excluded assets and except to the extent that STFM is required by applicable law to retain such materials, in which event STFM will, at its expense, provide to
Hennessy Advisors copies thereof; an
|
|
•
|
All records required to be maintained and retained under the Investment Company Act or the Investment Advisers Act of 1940, as amended, by STFM in connection with STFM’s provision of investment advisory
services to the Target Funds, whether or not owned by STFM, except to the extent that STFM is required by applicable law to retain such materials, in which event STFM shall, at its expense, provide to Hennessy Advisors copies thereof.
|
Purchase Price. The Agreement includes customary representations, warranties, and covenants of the parties, and provides for:
|
•
|
Payment to STFM on the Closing Date of an amount equal to (i) the NAV of the Target Funds as of the close of business on the trading day that is two business days prior to such date times (ii) 1.00%;
|
|
•
|
Payment to STFM on the one-year anniversary of the Closing Date of an amount equal to (i) the NAV of the Target Funds as of the close of business on the trading day that is two business days prior to such
date multiplied by (ii) 0.75%;
|
|
•
|
Payment to STFM on the two-year anniversary of the Closing Date of an amount equal to (i) the NAV of the Target Funds as of the close of business on the trading day that is two business days prior to such
date multiplied by (ii) 0.25%; and
|
|
•
|
The assumption of specified liabilities by Hennessy Advisors.
|
Pursuant to the Agreement, STFM and its founders will grant Hennessy Advisors the right to receive the portfolio specific parameters developed by STFM and its founders using quantitative and qualitative analysis
factors and monitoring principles that are employed in the management of the Target Funds for the purpose of managing the Acquiring Funds.
|
A.
|
Summary of the Proposed Reorganizations
|
Pursuant to the Plan, the Acquiring Funds will acquire all of the assets, and assume the liabilities, of the applicable Target Funds solely in exchange for that number of shares of the applicable Acquiring Fund having
an aggregate NAV equal to the aggregate NAV of the applicable Target Fund as of the close of business on the business day immediately preceding the Closing Date of the proposed Reorganizations (the “Valuation Date”). Immediately thereafter,
the applicable Target Funds will distribute such Acquiring Fund’s shares to their shareholders by establishing accounts on such Acquiring Fund’s share records in the names of those shareholders representing the respective pro rata number of the applicable Acquiring Funds’ shares deliverable to them, in complete liquidation of the applicable Target Fund. Certificates evidencing the Acquiring Funds’ shares will not be issued to the Target Funds’
shareholders.
Until the Closing Date of the proposed Reorganizations, APs will continue to be able to redeem shares of the Target Funds at their respective NAVs per share next determined after receipt of a redemption request in
proper form by the Target Funds through its fund administrator, only on a day on which the Exchange is open for business. Redemption and purchase requests by APs received after the Closing Date will be treated as requests received for the
redemption or purchase of shares of the Acquiring Funds received by the shareholder in connection with the Reorganizations. After the proposed Reorganizations are consummated, all of the issued and outstanding shares of the Target Funds will be
canceled on the books of the Target Funds and the transfer books of the Target Funds will be permanently closed.
The assets transferred by the Target Funds to the Acquiring Funds will include all investments of the Target Funds held in its portfolio as of the Valuation Date and all other assets of the Target Funds as of such
time. No sales charges will be imposed on the shares of the Acquiring Funds issued in connection with the proposed Reorganizations.
Since the shares of the Acquiring Funds will be issued at NAV in exchange for the net assets of the corresponding Target Funds having a value equal to the aggregate NAV of the shares of the applicable Target Fund as of
the Valuation Date, the NAV per share of the Acquiring Funds should remain virtually unchanged solely as a result of the Reorganizations. Thus, the Reorganizations should not result in dilution of the NAV of the Target Funds or the Acquiring Funds
immediately following consummation of the Reorganizations. However, a shareholder of the Target Funds may end up with a different number of shares compared to what he or she originally held, but the total dollar value of shares held will remain the
same.
If the Plan is approved by the Target Funds’ shareholders at each of the special meetings, all applicable regulatory approvals are obtained, and certain conditions are either met or waived, it is expected that the
Reorganizations will take place after the close of business on August 22, 2025, or such other date as is agreed to by the parties. If the Plan is not approved by a Target Fund’s shareholders, then such Target Fund will continue to operate and the
Target Funds’ Board may take any further action it deems to be in the best interest of such Target Fund and its shareholders, including liquidating such Target Fund, in all cases subject to approval by the shareholders of such Target Fund if
required by applicable law.
The following is a summary of the significant terms of the Plan. This summary is qualified in its entirety by reference to the Plan, which is attached hereto as Exhibit A.
Valuation. The assets of the Target Funds will be valued as of the time at which the NAV is calculated pursuant to the valuation procedures set forth in the Acquiring Funds’
then-current Prospectus and Statement of Additional Information on the Valuation Date, or at such time on such earlier or later date as may be mutually agreed on in writing by the parties. The valuation procedures of the Acquiring Funds are
substantially similar to the valuation procedures of the Target Funds.
The NAV of each share of each of the Acquiring Funds will be their respective NAV per share computed on the Valuation Date, using the market valuation procedures set forth in the Acquiring Funds’ then‑current
Prospectus and Statement of Additional Information as of the Valuation Date.
Issuance and Distribution of the Acquiring Funds’ Shares. On the Closing Date, each Acquiring Fund will deliver to the corresponding Target Fund a number of shares of the
Acquiring Fund, the number of which will be determined by dividing (i) the value of the applicable Target Fund’s assets, net of such Target Fund’s liabilities, as of the Valuation Date, computed pursuant to the valuation procedures set forth in the
Acquiring Funds’ then‑current Prospectus and Statement of Additional Information, by (ii) the NAV of one share of the applicable Acquiring Fund, as of the Valuation Date, computed using the market valuation procedures set forth in such Acquiring
Fund’s then‑current Prospectus and Statement of Additional Information. The Target Funds will then distribute the shares of the respective Acquiring Funds received pro rata to their shareholders of record
as of the Valuation Date in exchange for such shareholders’ proportional interests in such Target Funds. The applicable Acquiring Fund shares received by a Target Fund shareholder will have the same aggregate NAV as such shareholder’s interest in
such Target Fund as of the Valuation Date.
Expenses. STFM and Hennessy Advisors will be responsible for paying their own professional fees, including legal and accounting fees, and other costs and expenses incurred by
them or any of their affiliates in connection with the Reorganizations, provided that STFM and Hennessy Advisors will bear equally the costs associated with soliciting and obtaining the proxy vote of the shareholders of each of the Target Funds,
including the proxy advisory firm fees.
Required Approvals. With respect to each Target Fund, assuming a quorum is present, the Plan will be approved by the affirmative “vote of a majority of the outstanding voting
securities” (as such phrase is defined in the 1940 Act) of the Target Fund’s shareholders. The “vote of a majority of the outstanding voting securities” means, with regard to shares of a Target Fund: the affirmative vote of the lesser of (i) 67% or
more of the aggregate outstanding shares present at the meeting if more than 50% of the aggregate outstanding shares are present in person or by proxy or (ii) more than 50% of the aggregate outstanding shares of such Target Fund.
The approval of the Plan by the shareholders of each of the Target Funds is required for the consummation of the Reorganizations. If a quorum does not exist as of the date of the special meetings or if the Plan is not
approved by a Target Fund’s shareholders, LiFT may seek to adjourn one or both of the special meetings of shareholders, in whole or in part, to obtain sufficient votes to approve the Plan by the shareholders of one or both of the Target Funds.
Amendments and Conditions. Generally, the Plan may be amended by the mutual written consent of the parties thereto, notwithstanding approval thereof by Target Fund shareholders,
provided that no such amendment will have a material adverse effect on the interests of such shareholders without their further approval. The obligations of the Target Funds and the Acquiring Funds pursuant to the Plan are subject to various
conditions, including the requisite approval of the Reorganizations by each Target Funds’ shareholders, the receipt of a legal opinion as to tax matters, and the confirmation by LiFT, on behalf of the Target Funds, and Hennessy Funds Trust, on
behalf of the Acquiring Funds, of the continuing accuracy of their respective representations and warranties contained in the Plan.
Termination. The Plan may be terminated, and the Reorganizations abandoned, whether before or after the requisite approval by the shareholders of the Target Funds, at any time
prior to the Closing Date, (i) by LiFT if any conditions precedent to the obligations of the Target Funds have not been fulfilled or waived, (ii) by Hennessy Funds Trust if any conditions precedent to the obligations of the Acquiring Funds have not
been fulfilled or waived, or (iii) by mutual consent of LiFT and Hennessy Funds Trust.
Indemnification. Hennessy Funds Trust and the Acquiring Funds have agreed to indemnify LiFT and the Target Funds and their trustees and officers from all liabilities that may
arise in connection with, or as a result of, any breach of representation or warranty made by Hennessy Funds Trust, on behalf of the Acquiring Funds.
LiFT and the Target Funds have agreed to indemnify Hennessy Funds Trust and the Acquiring Funds and their trustees and officers from all liabilities that may arise in connection with, or as a result of, any breach of
representation or warranty made by LiFT, on behalf of the Target Funds.
|
C.
|
Description of the Acquiring Funds’ Shares
|
Each share of the Acquiring Funds issued to a Target Fund shareholder in connection with the Reorganizations will be duly authorized, validly issued, fully paid, and nonassessable when issued, and will be transferable
without restriction and will have no preemptive or conversion rights. An Acquiring Fund’s shares will be sold and redeemed based upon the NAV of such Acquiring Fund next determined after receipt of the purchase or redemption request.
|
D.
|
Material U.S. Federal Income Tax Consequences
|
The following discussion summarizes certain material U.S. federal income tax consequences of the Reorganizations, including an investment in an Acquiring Fund’s shares, that are applicable to shareholders of the
Acquiring Funds. It is based on the Code, applicable U.S. Treasury regulations, judicial authority, and administrative rulings and practice, all as of the date of this Proxy Statement/Prospectus and all of which are subject to change, including
changes with retroactive effect. The discussion below does not address any state, local, or foreign income tax or any other tax consequences of the Reorganizations or of holding an Acquiring Fund’s shares.
Tax Treatment. An Acquiring Fund shareholder’s tax treatment may vary depending on such shareholder’s particular situation. Acquiring Fund shareholders may also be subject to
special rules not discussed below if such shareholder is a certain kind of Target Fund shareholder, including, but not limited to, any of the following: (i) an insurance company; (ii) a tax-exempt organization; (iii) a financial institution or
broker-dealer; (iv) a person who is neither a citizen nor resident of the United States nor an entity organized under the laws of the United States or a political subdivision thereof; (v) a shareholder who holds Target Fund shares as part of a
hedge, straddle, or conversion transaction; (vi) a person who does not hold Target Fund shares as capital assets at the time of the Reorganization; (vii) a holder of Target Fund shares through a tax-deferred account; (viii) a private foundation; or
(ix) an entity taxable as a partnership for U.S. federal income tax purposes or an investor in such an entity.
The Acquiring Funds have not requested and will not request an advance ruling from the Internal Revenue Service (“IRS”) as to the U.S. federal income tax consequences of the Reorganizations or any related
transaction. The IRS could adopt positions contrary to those discussed below, and such positions could be sustained. Target Fund shareholders are urged to consult with their own tax advisers and financial planners as to the particular tax
consequences to them of the applicable Reorganization and of holding Acquiring Fund shares, including the applicability and effect of any state, local, or foreign laws and the effect of possible changes in applicable tax laws.
Qualification of each Reorganization as Tax-Free “Reorganization” Under the Code. The obligation of each Acquiring Fund and its corresponding Target Fund to consummate each
Reorganization is contingent upon Hennessy Funds Trust’s receipt of an opinion from Foley & Lardner LLP, legal counsel to Hennessy Funds Trust, to the effect that the Reorganizations will qualify as a “reorganization” under Section 368(a) of
the Code. As reorganizations, no gain or loss would be expected to be recognized by the Target Funds upon the transfer of assets solely in exchange for shares of the applicable Acquiring Fund and its assumption of liabilities or by shareholders of
the Target Funds upon their exchange of Target Fund shares for applicable Acquiring Fund shares. The tax basis for the shares of the Acquiring Funds received by
shareholders of the Target Funds would be the same as their tax basis for the shares of the applicable Target Fund that are surrendered in the exchange. In addition, the holding period of the
shares of the Acquiring Funds that are received in connection with the Reorganizations would be expected to include the period during which the shares of the applicable Target Funds to be exchanged were held, as long as such Target Fund shares were
held as capital assets by the exchanging shareholders on the date of the exchange.
The Target Funds and the Acquiring Funds have not made any investigation as to the state, local, or foreign tax consequences of the Reorganizations to the Target Funds or the Acquiring Funds or their respective
shareholders. Additionally, the Acquiring Funds and the Target Funds have not sought, and will not seek, a private letter ruling from the IRS with respect to the U.S. federal income tax consequences of the Reorganizations. The opinion of Foley
& Lardner LLP with respect to the U.S. federal income tax consequences of the Reorganizations is not binding on the IRS and does not preclude the IRS from adopting a contrary position. The opinion above will be based on then-existing law, will
be subject to certain assumptions, qualifications, and exclusions, and will be based in part on the truth and accuracy of certain representations by Hennessy Funds Trust on behalf of the Acquiring Funds. Moreover, the opinion will be based upon
certain assumptions and representations of the Target Funds and the Acquiring Funds, including that the shareholders of the corresponding Target Funds before the Reorganizations will be substantially identical to the shareholders of the respective
Acquiring Funds after the Reorganizations. If any of these representations or covenants of the parties as described herein is inaccurate, the tax consequences of the transaction could differ materially from those summarized above.
Shareholders should consult their own advisors concerning potential tax consequences of the Reorganizations to them, including any applicable foreign, state, or local income tax consequences.
|
E.
|
Comparison of Shareholder Rights
|
The rights of the shareholders of the Target Funds and the shareholders of the Acquiring Funds are substantially similar, with no material differences.
Governing Law. Each Target Fund is organized as a separate series of LiFT. Each Acquiring Fund is organized as a separate series of Hennessy Funds Trust. Each of LiFT and
Hennessy Funds Trust is organized as a statutory trust under Delaware law.
Each of LiFT and Hennessy Funds Trust is authorized to issue an unlimited number of shares of beneficial interest, no par value and to classify or reclassify any issued shares or any series or classes into one or more
series or classes. The operations of the Target Funds and the Acquiring Funds are governed by their respective trust instruments, bylaws, and applicable law.
Shareholder Rights. Under their respective organizational documents, shareholders of the Target Funds and the Acquiring Funds, as applicable, are not entitled to preemptive
rights or conversion rights. Furthermore, shareholders of the Target Funds do not have dissenters’ or appraisal rights.
Shareholder Liability. Under Delaware law, trustees and shareholders of a statutory trust are generally afforded by statute the same limited liability as their corporate
counterparts and are permitted liberal indemnification rights. The risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the fund or the fund’s investment adviser was unable to meet its obligations. Both
the Target Funds and the Acquiring Funds are required to indemnify their respective trustees, as applicable, and officers against liabilities and expenses incurred in connection with proceedings relating to their positions as trustees or officers,
except under certain limited circumstances relating to the culpability of such trustees or officers.
Board of Trustees. The Target Funds’ Board is comprised of three Independent Trustees and one interested trustee. The Acquiring Funds’ Board is comprised of five Independent
Trustees and one interested trustee.
For more information, refer to the Statement of Additional Information for the Target Funds, dated July 31, 2024, as amended and supplemented to date, and the Statement of Additional Information for the Acquiring Funds
relating to this Proxy Statement/Prospectus, dated June 24, 2025, as may be supplemented to date.
The following tables show the capitalization of each Target Fund and Acquiring Fund as of March 31, 2025, giving effect to the proposed Reorganizations. The tables are examples of the number of shares of each of the
Target Funds that would be exchanged for shares of the respective Acquiring Fund if the Reorganizations were consummated on March 31, 2025, and they do not reflect the number of shares or value of shares that would actually be received if the
Reorganizations occurs on the Closing Date.
| |
STF Growth
& Income ETF
|
Hennessy Growth
and Income ETF*
|
Pro Forma
Combined
|
| |
|
|
|
|
Aggregate Net Assets
|
$41,042,152
|
$0
|
$41,042,152
|
| |
|
|
|
|
Shares Outstanding
|
1,900,000
|
0
|
1,900,000
|
| |
|
|
|
|
Net Asset Value Per Share
|
$21.60
|
$0
|
$21.60
|
| |
|
|
|
| |
STF
Growth ETF
|
Hennessy
Growth ETF*
|
Pro Forma
Combined
|
| |
|
|
|
|
Aggregate Net Assets
|
$172,616,496
|
$0
|
$172,616,496
|
| |
|
|
|
|
Shares Outstanding
|
5,575,000
|
0
|
5,575,000
|
| |
|
|
|
|
Net Asset Value Per Share
|
$30.96
|
$0
|
$30.96
|
* Prior to the proposed Reorganizations, the Acquiring Funds are not expected to have any assets.
|
V.
|
INFORMATION ABOUT THE TARGET FUNDS AND THE ACQUIRING FUNDS
|
|
A.
|
Investment Objectives and Investment Strategies
|
Target Funds
See the discussion under “Summary Comparison of the Target Funds and the Acquiring Funds – Investment Objectives, Principal Investment Strategies, and Investment Policies” and “Principal Risk Factors” for a discussion
of the investment objectives, investment strategies, investment policies, and principal risks of the Target Funds. For further discussion of the Target Funds’ investment objectives, investment strategies, and risks, see the most current Prospectus
of the Target Funds, as amended or supplemented.
Acquiring Funds
See the discussion under “Summary Comparison of the Target Funds and the Acquiring Funds – Investment Objectives, Principal Investment Strategies, and Investment Policies” and “Principal Risk Factors” for a discussion
of the investment objectives, investment strategies, investment policies, and principal risks of the Acquiring Funds. In order to provide a degree of flexibility, the Acquiring Funds may change their investment objectives without obtaining
shareholder approval. An investment objective is not a guarantee.
Target Funds
See the discussion under “Comparison Fee Tables and Examples.” See also the discussion of the Target Funds’ fees and expenses in the most current Prospectus of the Target Funds, as amended or supplemented.
Acquiring Funds
See the discussion under “Comparison Fee Tables and Examples.”
|
C.
|
Investment Adviser and Portfolio Managers
|
Target Funds – Investment Adviser
For a discussion of the Target Funds’ investment adviser, see the most current Prospectus of the Target Funds, as amended or supplemented.
Acquiring Funds – Investment Adviser
A discussion regarding the basis for the Acquiring Funds’ Board approving the investment advisory agreement with Hennessy Advisors for the Acquiring Funds will be available in the Form N-CSR of the Acquiring Funds for
the period ending September 30, 2025.
Hennessy Advisors is the investment manager of the Acquiring Funds. Hennessy Advisors, Inc. is located at 7250 Redwood Blvd., Suite 200, Novato, California 94945. Hennessy Advisors has been providing investment
advisory services since 1989. Hennessy Advisors furnishes each series of Hennessy Funds Trust with office space and certain administrative services and provides most of the personnel needed by each series of Hennessy Funds Trust.
Target Funds – Portfolio Managers
The portfolio managers for the Target Funds are set forth below.
Jonathan Molchan has served as a Portfolio Manager of the Target Funds since their inception in 2022 and will serve as a Portfolio Manager of the Acquiring Funds upon their
respective commencement of operations. Mr. Molchan has been Co-Chief Executive Officer and a Portfolio Manager for STFM since February 2022. Prior to joining STFM, he was a Portfolio Manager with Cowen Prime Advisors LLC. From 2019 until 2021, Mr.
Molchan was a Managing Director and Portfolio Manager at Harvest Volatility Management, LLC (“Harvest”), where he focused on the management and creation of new investment solutions. Prior to joining Harvest in 2019, Mr. Molchan was Portfolio
Manager and Head of Product Development at Horizon ETFs Management U.S., where he managed the firm’s options-based ETFs and helped lead all aspects of strategy development. He also held roles in portfolio management, risk, trading, and research at
Recon Capital Partners and Millennium Management. He started his career as an analyst in 2006 at SAC Capital Advisors, where he focused on various quantitative volatility strategies in addition to global long/short equity. He holds a B.S. in
Finance from Sacred Heart University.
Thomas Campbell has been a Portfolio Manager of the Target Funds since their inception in 2022. Mr. Campbell has more than 30 years of investment industry experience and founded
STFM in 2015. As the Manager of STFM, he is responsible for the distribution and marketing support of investment research reports to third-party money managers. Mr. Campbell began his career at Transamerica Financial Advisors, Inc. in 1995 before
leaving as Branch Office Manager to establish STFM. He holds a B.B.A. from McMurry University.
Acquiring Funds – Portfolio Managers
The portfolio managers for the Acquiring Funds are set forth below. Hennessy Advisors will employ one of the current portfolio managers of the Target Funds, Jonathan Molchan, as a portfolio manager of the Acquiring
Funds. Accordingly, there will be substantial continuity between the day-to-day management of the portfolio of the Target Funds and the Acquiring Funds despite the change in investment adviser. The Acquiring Funds’ Statement of Additional
Information provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Acquiring Funds.
Jonathan Molchan. See Mr. Molchan’s biography above.
L. Joshua Wein, CAIA, has served as a 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 and will serve as a Portfolio Manager of the Hennessy Tactical Growth and Income ETF and the Hennessy Tactical Growth ETF upon their commencement of operations. Mr. Wein served as Director of Alternative
Investments and Co‑Portfolio Manager at Sterling Capital Management from 2008 to 2018.
|
D.
|
Performance and Portfolio Turnover
|
Target Funds
Acquiring Funds
This section would normally include a bar chart and a table showing how the Acquiring Funds have performed and how their performance has varied from year to year. Because the Acquiring Funds have not commenced
operations prior to the date of this Proxy Statement/Prospectus, the bar chart and table are not shown.
Because the investment objectives and principal investment strategies of the Acquiring Funds will be the same as the Target Funds and one portfolio manager providing day-to-day portfolio management services to the
Acquiring Funds will be the same as for the Target Funds, the performance histories of the Target Funds are expected to carry over to the Acquiring Funds. Of course, past performance does not predict future results.
Performance information for the Target Funds are available in the most current Prospectus of the Target Funds, as amended or supplemented, which is on file with the SEC and incorporated by reference into this Proxy
Statement/Prospectus, and which has previously been provided to the Target Funds’ shareholders. Of course, past performance does not predict future results.
Portfolio turnover information for the Acquiring Funds is not available because the Acquiring Funds have not commenced operations as of the date of this Proxy Statement/Prospectus. Portfolio turnover information for
the Target Funds is available in the most current Prospectus of the Target Funds, as amended or supplemented, which is on file with the SEC and incorporated by reference into this Proxy Statement/Prospectus, and which has previously been provided
to the Target Funds’ shareholders.
|
E.
|
Taxes, Dividends, and Distributions
|
The Target Funds
For a discussion of the Target Funds’ policy with respect to dividends and distributions and the tax consequences of an investment in the Target Funds’ shares, see the most current Prospectus of the Target Funds, as
amended or supplemented.
The Acquiring Funds
Dividends and Distributions. The Hennessy Growth and Income ETF expects to pay out dividends, if any, on a monthly basis. The Hennessy Growth ETF expects to pay out
dividends, if any, at least annually. Each Acquiring Fund expects to distribute any net realized capital gains to its shareholders at least annually. Each Acquiring Fund will declare and pay capital gain distributions, if any, in cash.
Distributions in cash may be reinvested automatically in additional whole shares only if the broker through whom you purchased shares makes such option available. Your broker is responsible for distributing the income and capital gain distributions
to you.
Tax Information. The following discussion regarding U.S. federal income taxes is based on laws that were in effect as of the date of this Proxy Statement/Prospectus and summarizes only some of the important
federal income tax considerations affecting the Acquiring Funds and you as a shareholder. It does not apply to foreign or tax-exempt shareholders or those holding Acquiring Fund shares through a tax-advantaged account, such as a 401(k) plan or IRA.
This discussion is not intended as a substitute for careful tax planning. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with
respect to the transactions contemplated herein. You should consult your tax advisor about your specific tax situation. Please see the Statement of Additional Information for additional federal income tax information.
Each Acquiring Fund has elected to be treated and intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Code. A RIC is not subject to tax at the corporate level on
income and gains from investments that are distributed in a timely manner to shareholders. However, an Acquiring Fund’s failure to qualify as a RIC would result in corporate level taxation and consequently, a reduction in income available for
distribution to you as a shareholder.
Taxes on Distributions. The Acquiring Funds intend to distribute, at least annually, substantially all of their net investment income and net capital gains income. For U.S. federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or qualified dividend income. Taxes on distributions of capital gains (if any) are determined by how long the applicable Acquiring Fund owned the investments that generated
them, rather than how long a shareholder has owned his or her shares. Sales of assets held by an Acquiring Fund for more than one year generally will result in long-term capital gains and losses, and sales of assets held by an Acquiring Fund for
one year or less generally will result in short-term capital gains and losses. Distributions of an Acquiring Fund’s net capital gain (the excess of net long-term capital gains over net short-term capital losses) that are reported by such Acquiring
Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains, which for non-corporate shareholders are subject to tax at reduced rates. Distributions of short-term capital gain will generally be
taxable as ordinary income. Dividends
and distributions are generally taxable to you whether you receive them in cash or reinvest them in additional shares.
Distributions reported by the Acquiring Funds as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable to long-term capital gains, provided holding period and other
requirements are met. “Qualified dividend income” generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S.
income tax treaties. In addition, dividends that an Acquiring Fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market. The amount
of an Acquiring Fund’s distributions that qualify for this favorable treatment may be reduced as a result of such Acquiring Fund’s securities lending activities, if any, a high portfolio turnover rate, or investments in non-qualified foreign
corporations. Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive from an Acquiring Fund that are attributable to dividends received by an Acquiring Fund from U.S. corporations, subject
to certain limitations. The amount of the dividends qualifying for this deduction may, however, be reduced as a result of an Acquiring Fund’s securities lending activities, if any, by a high portfolio turnover rate, or by investments in non-U.S.
corporations. Shortly after the close of each calendar year, you will be informed of the character of any distributions received from the Acquiring Funds.
U.S. individuals with income exceeding specified thresholds are subject to a 3.8% Medicare contribution tax on all or a portion of their “net investment income,” which includes interest, dividends, and certain capital
gains (including capital gains distributions and capital gains realized on the sale of an Acquiring Fund’s shares). This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates
and trusts.
In general, your distributions are subject to U.S. federal income tax for the year in which they are paid. Certain distributions paid in January, however, may be treated as paid on December 31 of the prior year.
Distributions are generally taxable even if they are paid from income or gains earned by an Acquiring Fund before your investment (and thus were included in an Acquiring Fund shares’ NAV when you purchased your shares).
You may wish to avoid investing in an Acquiring Fund shortly before a dividend or other distribution, because such a distribution will generally be taxable to you even though it may economically represent a return of a
portion of your investment. This adverse tax result is known as “buying into a dividend.”
Taxes When an Acquiring Fund’s Shares are Sold on the Exchange. For U.S. federal income tax purposes, any capital gain or loss realized upon a sale of an Acquiring Fund’s shares generally is treated as a
long-term capital gain or loss if shares have been held for more than 12 months and as a short-term capital gain or loss if shares have been held for 12 months or less. However, any capital loss on a sale of an Acquiring Fund’s shares held for six
months or less is treated as long-term capital loss to the extent of Capital Gain Dividends paid with respect to such shares. Any loss realized on a sale will be disallowed to the extent an Acquiring Fund’s shares are acquired, including through
reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the sale of an Acquiring Fund’s shares. If disallowed, the
loss will be reflected in an upward adjustment to the basis of an Acquiring Fund’s shares acquired.
Taxes on Purchases and Redemptions of Creation Units. An AP having the U.S. dollar as its functional currency for U.S. federal income tax purposes who exchanges securities for Creation Units generally recognizes
a gain or a loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time of the exchange and the sum of the AP’s aggregate basis in the securities surrendered plus the amount of cash paid for
such Creation Units. The IRS, however, may assert that a loss realized upon an exchange of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change
in economic position. Any gain or loss realized by an AP upon a creation of Creation Units will be treated as capital gain or loss if the AP holds the securities exchanged therefor as capital assets, and otherwise will be ordinary income or loss.
Any capital gain or loss realized upon the creation of Creation Units will generally be treated as long-term capital gain or loss if the securities exchanged for such Creation Units have been held by the AP for more than 12 months, and otherwise
will be short-term capital gain or loss.
Hennessy Funds Trust, on behalf of an Acquiring Fund, has the right to reject an order for a purchase of Creation Units if the AP (or a group of APs) would, upon obtaining the Creation Units so ordered, own 80% or more
of the outstanding shares of such Acquiring Fund and if, pursuant to Section 351 of the Code, such Acquiring Fund would have a basis in the securities different from the market value of such securities on the date of deposit. Hennessy Funds Trust
also has the right to require information necessary to determine beneficial share ownership for purposes of such 80% determination. If an Acquiring Fund does issue Creation Units to an AP (or group of APs) that would, upon obtaining the Creation
Units so ordered, own 80% or more of the outstanding shares of such Acquiring Fund, the AP (or group of APs) may not recognize gain or loss upon the exchange of securities for Creation Units.
An AP who redeems Creation Units will generally recognize a gain or loss equal to the difference between the sum of the aggregate market value of any securities received plus the amount of any cash received for such
Creation Units and the AP’s basis in the Creation Units. Any gain or loss realized by an AP upon a redemption of Creation Units will be treated as capital gain or loss if the AP holds the shares comprising the Creation Units as capital assets, and
otherwise will be ordinary income or loss. Any capital gain or loss realized upon the redemption of Creation Units will generally be treated as long-term capital gain or loss if the shares comprising the Creation Units have been held by the AP for
more than 12 months, and otherwise will generally be short-term capital gain or loss. Any capital loss realized upon a redemption of Creation Units held for six months or less will be treated as a long-term capital loss to the extent of any amounts
treated as distributions to the applicable AP of long-term capital gains with respect to the Creation Units (including any amounts credited to the AP as undistributed capital gains).
An Acquiring Fund may include a payment of cash in addition to, or in place of, the delivery of a basket of securities upon the redemption of Creation Units. An Acquiring Fund may sell portfolio securities to obtain
the cash needed to distribute redemption proceeds. This may cause an Acquiring Fund to recognize investment income or capital gains or losses that it might not have recognized if it had completely satisfied the redemption in-kind. As a result, an
Acquiring Fund may be less tax efficient if it includes such a cash payment in the proceeds paid upon the redemption of Creation Units.
Persons purchasing or redeeming Creation Units should consult their own tax advisers with respect to the tax treatment of any creation or redemption transaction.
The Target Funds
The financial highlights for the Target Funds since inception are attached hereto as Exhibit B.
The Acquiring Funds
Financial information is not available because the Acquiring Funds have not commenced operations as of the date of this Proxy Statement/Prospectus. The Acquiring Funds will be the successors to the accounting and
performance information of the corresponding Target Funds after consummation of the Reorganizations.
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G.
|
Distribution Arrangements
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The Target Funds
For a discussion of the Target Funds’ distribution arrangement, see the most current Prospectus of the Target Funds, as amended or supplemented.
The Acquiring Funds
The Distributor serves as the distributor for the Acquiring Funds pursuant to a distribution agreement with Hennessy Funds Trust. Shares of the Acquiring Funds are continuously offered for sale by the Distributor only
in Creation Units. Each Creation Unit is made up of at least 5,000 shares of an Acquiring Fund. The Distributor will not distribute an Acquiring Fund’s shares in amounts less than a Creation Unit. The Distributor distributes the Acquiring Funds’
shares on a best efforts basis.
March 31 is the fiscal year of the Target Funds and the Acquiring Funds. However, the fiscal year of each of the Acquiring Funds may change following the closing of the Reorganizations in compliance with applicable
laws or otherwise.
All shares of each Target Fund are entitled to vote on the respective proposal. The presence of one‑third of a Target Fund’s outstanding shares present in person or represented by proxy and entitled to vote at each
shareholders’ meeting constitutes a quorum at such meeting. Shareholders of each corresponding Target Fund will vote together to approve the Plan. Assuming a quorum is present, the Plan will be approved by the affirmative vote of a majority of the
outstanding voting securities. As previously discussed, the “vote of a majority of the outstanding voting securities” means, with regard to shares of a Target Fund: the affirmative vote
of the lesser of (i) 67% or more of the aggregate outstanding shares present at the meeting if more than 50% of the aggregate outstanding shares are present in person or by proxy or (ii) more
than 50% of the aggregate outstanding shares of such Target Fund.
The approval of the Plan by the shareholders of each of the Target Funds is required for the consummation of the Reorganizations on behalf of the Target Funds. If the Plan is not approved by a Target Fund’s
shareholders, LiFT may seek to adjourn the special meetings of shareholders, in whole or in part, to obtain sufficient votes to approve the Plan by the shareholders of each of the Target Funds.
All shares represented by each properly signed proxy received before the meetings will be voted at the special meetings. Proxies may be voted by mail, by telephone at the toll-free telephone number listed on the
enclosed proxy card, or via the Internet at the website shown on the enclosed proxy card. If a shareholder specifies how the proxy is to be voted on any business properly to come before the special meetings, it will be voted in accordance with
instruction given. If no choice is indicated on the proxy, it will be voted “FOR” approval of the applicable Reorganization. If any other matters come before the special meetings, proxies will be voted by the
persons named as proxies in accordance with their best judgment.
All proxies voted, including abstentions and broker non-votes (where the underlying holder has not voted and the broker does not have discretionary authority to vote the shares), will be counted toward establishing a
quorum. Approval of the Plan to implement each Reorganization will occur only if a sufficient number of votes are cast “FOR” that proposal for that Target Fund. Abstentions and broker non-votes do not
constitute a vote “FOR” and will have no effect on the outcome of the voting.
Shareholders may also being asked to vote on a proposal to adjourn one or both special meetings to solicit additional proxies if a quorum does not exist or if a quorum exists but there are insufficient votes at the
time of the adjournment to approve the Plan. Any business that might have been transacted at the special meetings may be transacted at any such adjourned session at which a quorum is present. Approval of the proposal to adjourn one or both of the
special meetings to solicit additional proxies if there are insufficient votes at the time of the adjournment to approve the Plan, requires a majority of the votes represented at such special meetings, whether or not a quorum is present. A special
meeting may be held as adjourned without further notice if such time and place are announced at the special meeting at which the adjournment is taken and the adjourned meeting is held within a reasonable time after the date set for the original
meeting unless a new record date of the adjourned meeting is fixed by the Target Funds’ Board. Notice of any such adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the
applicable Target Fund’s bylaws.
With respect to the proposal to adjourn, there will be no broker non-votes and abstentions will have no effect on the outcome of the proposal. Unless marked to the contrary, proxies received will be voted “FOR” the proposal to adjourn.
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A.
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Method and Cost of Solicitation
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This Proxy Statement/Prospectus is being sent to you in connection with the solicitation of proxies by the Target Funds’ Board for use at the special meetings. It is expected that the solicitation of proxies will be
primarily by mail, telephone and via the Internet. STFM and Hennessy Advisors will bear equally the costs associated with soliciting and obtaining the proxy
vote of the shareholders of the Target Funds, including the proxy advisory firm fees. The total expenses of the Reorganizations are estimated to be approximately $375,000.
Any shareholder giving a proxy may revoke it before it is exercised at the special meetings by submitting to the Secretary of LiFT a written notice of revocation or a subsequently signed proxy card, or by attending a
special meeting and voting in person. A prior proxy can also be revoked through the website or toll-free telephone number listed on the enclosed proxy card. If not so revoked, the shares represented by the proxy will be cast at the special meetings
and any adjournments, postponements, or continuations thereof. Attendance by a shareholder at a special meeting does not, in itself, revoke a proxy.
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C.
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Voting Securities and Principal Holders
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Voting Securities of the Target Funds
Shareholders of each Target Fund at the close of business on June 5, 2025 (the “Record Date”) will be entitled to be present and vote at the applicable special meeting. Each outstanding share is entitled to one
vote as applicable. As of the Record Date, there were:
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•
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2,350,000 shares of STF Growth & Income ETF outstanding and entitled to vote (including omnibus accounts representing multiple underlying beneficial owners such as those in the names of brokers),
representing total net assets of approximately $55,284,432; and
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|
•
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5,525,000 shares of STF Growth ETF outstanding and entitled to vote (including omnibus accounts representing multiple underlying beneficial owners such as those in the names of brokers), representing total
net assets of approximately $190,478,150.
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Principal Holders of the Target Funds
Any person owning, directly or indirectly, more than 25% of the outstanding shares of a Target Fund is presumed to control such Target Fund. Principal holders are persons who own 5% or more of the
outstanding shares of a Target Fund. DTC or its nominee is the record owner of all outstanding shares and is recognized as the owner of all shares for all purposes. Investors owning shares are beneficial owners as shown on the records of DTC or its
participants. As of the Record Date, the Target Funds do not have information regarding the record or beneficial ownership of shares of the Target Funds held in the names of DTC participants, as DTC has not
provided the Target Funds with access to such information. As of the Record Date, the following shareholders were considered to be principal shareholders of each Target Fund:
STF Growth & Income ETF
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|
%
Ownership
|
Type of
Ownership
|
|
Axos Clearing LLC
15950 West Dodge Road, Suite 300
Omaha, Nebraska 68118
|
31.6%
|
Record
|
|
Charles Schwab & Co., Inc.
211 Main Street San Francisco
California 94105-1905
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19.5%
|
Record
|
|
Folio Investments, Inc.
d/b/a Goldman Sachs Custody Solutions
8180 Greensboro Drive, 8th Floor
McLean, Virginia 22102
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15.5%
|
Beneficial
|
|
|
%
Ownership
|
Type of
Ownership
|
|
JP Morgan Chase Bank NA
500 Stanton Christiana Road
NCC5
Newark, DE 19713
|
11.3%
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Beneficial
|
|
National Financial Services LLC
200 Liberty Street
New York, New York 10281
|
8.1%
|
Beneficial
|
|
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
|
5.1%
|
Beneficial
|
STF Growth ETF
|
Name and Address
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%
Ownership
|
Type of
Ownership
|
|
Folio Investments, Inc.
d/b/a Goldman Sachs Custody Solutions
8180 Greensboro Drive, 8th Floor
McLean, Virginia 22102
|
87.0%
|
Record
|
|
Charles Schwab & Co., Inc.
211 Main Street San Francisco
California 94105-1905
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5.7%
|
Record
|
As of the Record Date, the officers and trustees of the Target Funds, as a group, did not own any shares of STF Growth & Income ETF and did not own any shares of STF Growth ETF.
Principal Holders of the Acquiring Funds
The Acquiring Funds are newly created funds and have not issued any securities.
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VII.
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ADDITIONAL INFORMATION
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Documents that relate to the Target Funds are available, without charge, by writing to LiFT c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202, by calling 866-590-9112, or over the
Internet at www.stfm.com.
Documents that relate to the Acquiring Funds will be available, without charge, by writing to Hennessy Funds Trust at 7250 Redwood Blvd., Suite 200, Novato, California 94945, by calling 1‑800-966-4353 or 1-415-899-1555
or over the Internet at hennessyetfs.com.
The Target Funds and the Acquiring Funds are each subject to the requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith, file reports, proxy materials, and other
information relating to the Target Funds and the Acquiring Funds, respectively, with the SEC. Reports, proxy and information statements, and other information filed by the Target Funds and the Acquiring Funds, can be obtained by calling or writing
the Target Funds or the Acquiring Funds and can also be inspected and copied by the public at the public reference facilities maintained by the SEC in Washington, D.C. located at 100 F Street, N.E., Washington D.C. 20549. Copies of such material
can be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington D.C. 20549, or obtained electronically from the EDGAR database on the SEC’s website (www.sec.gov).
It is expected that this Proxy Statement will be mailed to shareholders on or about June 25, 2025.
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VIII.
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MISCELLANEOUS INFORMATION
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The Target Funds’ Board knows of no other business to be brought before the special meetings. If any other matters come before the applicable special meeting, it is the intention of the Target Funds’ Board that proxies
that do not contain specific restrictions to the contrary will be voted on those matters in accordance with the judgment of the persons named in the enclosed form of proxy.
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B.
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Next Meeting of Shareholders
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The Target Funds are not required and do not intend to hold annual or other periodic meetings of shareholders except as required by the 1940 Act. By observing this policy, the Target Funds seek to avoid the expenses
customarily incurred in the preparation of proxy materials and the holding of shareholder meetings, as well as the related expenditure of staff time. If the Reorganizations are not completed, the next meeting of the shareholders of each of
the Target Funds will be held at such time as the Target Funds’ Board may determine or at such time as may be legally required. Any shareholder proposal intended to be presented at such meeting must be received by the Target Funds at their
office at a reasonable time before the meeting, as determined by the Target Funds’ Board, to be included in the Target Funds’ Proxy Statement and form of proxy relating to that meeting, and it must satisfy all other legal requirements.
The validity of the issuance of the Acquiring Funds’ shares will be passed upon by Foley & Lardner LLP, Milwaukee, Wisconsin.
The financial statements of the Target Funds are incorporated by reference in the Statement of Additional Information, which is part of this Registration Statement, from the Target Funds’ Form N-CSR filing for the
fiscal year ended March 31, 2025, and have been audited by Cohen & Company, Ltd., an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements have been so
incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
By Order of the Board of Trustees of
Listed Funds Trust
/s/Kacie G. Briody
Kacie G. Briody
President and Principal Executive Officer
June 24, 2025
EXHIBIT A
Agreement and Plan of Reorganization
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of this 24th day
of June, 2025, by and between Hennessy Funds Trust, a Delaware statutory trust (“Hennessy Funds Trust”), on behalf of the Hennessy Tactical Growth and Income ETF and the Hennessy Tactical Growth ETF (each a “Surviving Fund” and,
collectively, the “Surviving Funds”), and Listed Funds Trust, a Delaware statutory trust (“LiFT”), on behalf of the STF Tactical Growth ETF and the STF Tactical Growth & Income ETF (each a “Reorganizing Fund” and,
together, the “Reorganizing Funds”). Each Surviving Fund was established as a shell to affect the transactions described in this Agreement. Shareholders of the Reorganizing Funds are referred to herein as “Investors.” (Each of
Hennessy Funds Trust and LiFT is sometimes referred to herein as a “Party,” and collectively, “Parties,” and each of the Surviving Funds and each of the Reorganizing Funds is sometimes referred to herein as a “Fund.”) This
Agreement shall be treated as if each Reorganization (as defined herein) between a Reorganizing Fund and a Surviving Fund contemplated hereby had been the subject of a separate agreement.
Hennessy Advisors, Inc. (“Hennessy Advisors”) and STF Management, LP (“STFM”) join this Agreement solely for purposes of this paragraph, Section 9, and Section 11.2. Each of Hennessy Advisors and STFM
represent and warrant that the execution, delivery, and performance of this Agreement by such Party will have been duly authorized prior to the Closing Date (as defined in the preamble to Section 3) by all necessary action on the part of such
Party, and this Agreement will constitute a valid and binding obligation of such Party enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws
of general applicability relating to or affecting creditors’ rights, and to general equity principles.
In accordance with the terms and conditions set forth in this Agreement, the Parties desire that all of the assets of each Reorganizing Fund (the “Assets”) be transferred to the applicable Surviving Fund, and
in exchange such Surviving Fund shall assume all liabilities, expenses, costs, charges, and reserves of the applicable Reorganizing Fund, whether absolute or contingent, known or unknown, accrued or unaccrued (the “Liabilities”) and issue
shares of beneficial interest of the applicable Surviving Fund (“Shares”), and that these Shares be distributed pro rata immediately after the Closing (as defined in the preamble to Section 1), by
each Reorganizing Fund to its Investors in liquidation of such Reorganizing Fund as follows:
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•
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All of the Assets of the STF Tactical Growth & Income ETF will be transferred to the Hennessy Tactical Growth and Income ETF, the applicable Surviving Fund, in exchange for Shares of such Surviving Fund, which will be distributed
pro rata by the STF Tactical Growth & Income ETF to its Investors, and the Surviving Fund will assume all of the STF Tactical Growth & Income ETF’s Liabilities; and
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|
•
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All of the Assets of the STF Tactical Growth ETF will be transferred to the Hennessy Tactical Growth ETF, the applicable Surviving Fund, in exchange for Shares of such Surviving Fund, which will be distributed pro rata by the STF
Tactical Growth ETF to its Investors, and the Surviving Fund will assume all of the STF Tactical Growth ETF’s Liabilities.
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The Surviving Funds shall not assume any obligation of the Reorganizing Funds to file reports with the Securities and Exchange Commission (“SEC”), Internal Revenue Service, or any other U.S. federal, state, or
local regulatory or tax authority covering any reporting period ending prior to or at the Closing Date with respect to the Reorganizing Funds.
It is intended that each Reorganization qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and that each Surviving Fund and each
Reorganizing Fund will be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to such Reorganization. This Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of
Section 368(a)(1) of the Code.
Each Party’s board of trustees (each, a “Board”), in each case including a majority of its members who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended
(the “1940 Act”)), of either Party, (1) has duly adopted and approved this Agreement and the transactions contemplated hereby, (2) has duly authorized performance thereof on behalf of each of its Funds by all necessary Board action, and
(3) has determined that participation in the Reorganization is in the best interests of each of its Funds and, in the case of each Reorganizing Fund, that the interests of the Investors will not be diluted as a result of the Reorganization.
In consideration of the mutual promises and of the covenants and agreements hereinafter set forth, the Parties hereto, intending to be legally bound hereby, covenant and agree as follows:
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1.
|
PLAN OF REORGANIZATION
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Subject to the terms and conditions herein set forth, and on the basis of the representations and warranties contained herein, each Reorganizing Fund shall assign, sell, convey, deliver, and otherwise transfer all of
its Assets to the applicable Surviving Fund and such Surviving Fund shall continue the business of the Reorganizing Fund. The Surviving Fund shall, as consideration therefor, on the Closing Date, assume all of the Reorganizing Fund’s Liabilities
and deliver to the applicable Reorganizing Fund, a number of Shares, the number of which shall be determined by dividing (a) the value of said Assets, net of the Liabilities, computed in the manner and as of the time and date set forth in
Section 2.1, by (b) the net asset value of one Share computed in the manner and as of the time and date set forth in Section 2.2. Such transfer, delivery, and assumption shall take place as provided for in Section 3 (hereinafter referred to as
the “Closing”). Immediately following the Closing, each Reorganizing Fund shall distribute the appropriate number of Shares to the Investors of the Reorganizing Fund in liquidation of the Reorganizing Fund, as provided in Section 1.2
hereof. The Agreement and transactions contemplated hereunder for each Reorganizing Fund and the applicable Surviving Fund are hereinafter referred to as the “Reorganization.”
1.1 (a) With respect to each Reorganizing Fund, the Assets shall consist of all property and assets of every kind and any nature whatsoever, including, without limitation, all cash, cash equivalents, securities,
instruments, claims and rights of action, and receivables
(including dividend and interest receivables) owned by such Reorganizing Fund, and any prepaid expenses shown as an asset on the Reorganizing Fund’s books on the Closing Date.
(b) Not less than 10 calendar days before the Closing Date, each Reorganizing Fund will provide the
applicable Surviving Fund with a schedule of its Assets and Liabilities, and upon receipt of the schedule, such Surviving Fund will (i) provide the applicable Reorganizing Fund with a copy of the current investment objective and policies
applicable to the Surviving Fund or (ii) confirm if any changes to the investment objective and policies applicable to the Surviving Fund have been made since the filing of the Registration Statement (as defined in Section 4.6). Each Reorganizing
Fund reserves the right to sell or otherwise dispose of any of the securities or other Assets shown on the list of the Reorganizing Fund’s Assets before the Closing Date, and will notify the applicable Surviving Fund if it acquires any additional
securities between such time and the Closing Date.
Each Reorganizing Fund will endeavor, consistent with its obligation to continue to pursue its investment objective and employ its investment strategies in accordance with the terms of its Prospectus, to discharge
all of its known liabilities and obligations prior to the Closing Date (other than the obligations set forth in this Agreement). Each Surviving Fund will assume all of the Liabilities of the applicable Reorganizing Fund. The Surviving Funds shall
not assume any Liability for any obligation of the Reorganizing Funds to file reports with the SEC, Internal Revenue Service, or other regulatory or tax authority covering any reporting period ending prior to or at the Closing Date with respect
to the Reorganizing Funds. Subject to the terms and conditions hereof, at and after the Closing, the Liabilities of a Reorganizing Fund shall become and be the Liabilities of the applicable Surviving Fund and may be enforced against such
Surviving Fund to the extent as if the same had been incurred by the Surviving Fund.
1.2 Immediately following the Closing, each Reorganizing Fund will distribute the Shares received by
it pursuant to the preamble to Section 1 pro rata to its Investors of record determined as of the close of business on the Closing Date in complete liquidation of the Reorganizing Fund. The distribution
will be accomplished by proper instructions, provided and signed by an authorized officer of Hennessy Funds Trust, to transfer Shares then credited to the Reorganizing Fund’s account on the books of the applicable Surviving Fund to open accounts
on the books of such Surviving Fund established and maintained by the Surviving Fund’s transfer agent in the names of record of the applicable Reorganizing Fund’s Investors and representing the number of Shares due to each Investor of such
Reorganizing Fund. All issued and outstanding shares of each Reorganizing Fund will be cancelled therewith on the Reorganizing Fund’s books, and any outstanding share certificates representing interests in the Reorganizing Fund will represent
only the right to receive such number of Shares after the Closing as determined in accordance with the preamble to Section 1. Hennessy Funds Trust shall not issue certificates representing the Shares issued in connection with the Reorganization.
1.3 Following the transfer of the Assets by the Reorganizing Funds to the Surviving Funds, the
assumption of the Liabilities by the Surviving Funds, and the distribution by the Reorganizing Funds of the Shares received by them pursuant to Section 1.2, the Reorganizing Funds shall terminate their qualification, classification, and
registration with all appropriate federal and state agencies. Any reporting or other responsibility of the Reorganizing Funds is and shall remain the responsibility of the Reorganizing Funds up to and including the date on which
the Reorganizing Funds are terminated and deregistered, subject to any reporting or other obligations described in Section 4.8.
2.1 The value of the Assets shall be computed as of the time at which net asset value is calculated
pursuant to the valuation procedures set forth in the Reorganizing Funds’ then-current Prospectus and Statement of Additional Information on the business day immediately preceding the Closing Date, or at such time on such earlier or later date as
may mutually be agreed upon in writing among the Parties hereto (such time and date the “Valuation Date”). As of the close of business on the Valuation Date, the movement of records and materials of the Reorganizing Funds, and conversion
thereof, to the fund accounting and administrative services agent of the Surviving Funds shall commence for completion prior to the Closing Date.
2.2 The net asset value of each Share shall be the net asset value per share computed on the
Valuation Date, using the market valuation procedures set forth in the Surviving Fund’s then‑current Prospectus and Statement of Additional Information.
2.3 The number of Shares to be issued in exchange for the Assets shall be determined by multiplying
the outstanding shares of the Reorganizing Fund by the ratio computed by dividing the net asset value per share of the Reorganizing Fund by the net asset value per Share on the Valuation Date, determined in accordance with Section 2.2.
2.4 All computations of value contemplated of the Surviving Funds shall be made by the Surviving
Funds’ administrator in accordance with its regular practice as pricing agent. The Surviving Funds shall cause their administrator to deliver a copy of its valuation report to the Reorganizing Funds promptly following the Closing. All
computations of value contemplated of the Reorganizing Funds shall be made by the Reorganizing Funds’ administrator in accordance with its regular practice as pricing agent. The Reorganizing Funds shall cause their administrator to deliver a copy
of its valuation report to the Surviving Funds promptly following the Closing.
2.5 The Reorganizing Funds and the Surviving Funds agree to use all commercially reasonable efforts
to resolve prior to the Closing Date any material pricing differences between the prices of Assets determined in accordance with the valuation procedures of the Reorganizing Funds and those determined in accordance with the valuation procedures
of the Surviving Funds. All computations of value shall be subject to confirmation by each Fund’s respective independent registered public accounting firm upon reasonable request of a Fund.
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3.
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CLOSING AND CLOSING DATE
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The Closing for the Reorganization shall occur immediately after the close of business (4:00 p.m., Eastern Time) on August 22, 2025, or on such other date as may be mutually agreed upon in writing by the Parties
hereto (the “Closing Date”). All acts taking place at the
Closing shall be deemed to take place simultaneously, immediately after the close of business on the Closing Date unless otherwise provided.
3.1 The Surviving Funds’ custodian shall deliver at the Closing evidence that (a) the Assets have
been delivered in proper form to the Surviving Funds as of the Closing Date and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment shall have been made, by
the Reorganizing Funds in conjunction with the delivery of the Assets.
3.2 The Reorganizing Funds shall deliver or cause their transfer agent to deliver at the Closing to
the Secretary of the Surviving Funds a certificate of an authorized officer stating the number and percentage ownership of outstanding shares of each Reorganizing Fund owned by each Investor as of the Closing Date. The Surviving Funds shall issue
and deliver or cause their transfer agent to issue and deliver to the Secretary of the Reorganizing Funds a confirmation evidencing the number of Shares to be credited on the Closing Date or provide evidence satisfactory to the Reorganizing Funds
that such Shares have been credited to each Reorganizing Fund’s account on the books of the applicable Surviving Fund. At the Closing, each Party shall deliver to each other such bills of sale, checks, assignments, share certificates, receipts,
or other documents, if any, that the other Party or its counsel may reasonably request.
3.3 Notwithstanding anything herein to the contrary, if on the Valuation Date (a) the New York Stock
Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Surviving Funds, accurate appraisal of the
value of the Assets, net of Liabilities, of a Surviving Fund or a Reorganizing Fund is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction
or disruption and reporting shall have been restored.
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4.
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COVENANTS WITH RESPECT TO THE SURVIVING FUNDS AND THE REORGANIZING FUNDS
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4.1 With respect to each Reorganizing Fund, LiFT has called or will call a meeting of Investors to
consider and act upon this Agreement (the “Shareholders Meeting”) and to take all other actions reasonably necessary to obtain the approval of the transactions contemplated herein, including approval for each Reorganizing Fund’s
liquidating distribution of Shares contemplated hereby, and for the Reorganizing Fund to terminate its qualification, classification, and registration if requisite approvals are obtained with respect to the Reorganizing Fund. LiFT, on behalf of
the Reorganizing Funds, shall assist Hennessy Funds Trust, on behalf of the Surviving Funds, in preparing the notice of meeting, form of proxy, and proxy statement/prospectus (collectively, “Proxy Materials”) to be used in connection with
that meeting and the registration statement on Form N-14 to be prepared by Hennessy Funds Trust pursuant to Section 4.6.
4.2 LiFT, on behalf of the Reorganizing Funds, covenants that the Shares to be issued hereunder are
not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.
4.3 LiFT, on behalf of the Reorganizing Funds, will assist the Surviving Funds in obtaining such
information as the Surviving Funds reasonably request concerning the beneficial ownership of shares of the Reorganizing Funds.
4.4 Subject to the provisions hereof, Hennessy Funds Trust, on behalf of the Surviving Funds, and
LiFT, on behalf of the Reorganizing Funds, will take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably necessary, proper, or advisable to consummate and make effective the transactions contemplated herein.
4.5 Each Reorganizing Fund shall furnish to the applicable Surviving Fund on the Closing Date, a
final statement of the total amount of the Reorganizing Fund’s Assets and Liabilities as of the Closing Date.
4.6 Hennessy Funds Trust, on behalf of the Surviving Funds, has prepared and filed, or will prepare
and file, with the SEC a registration statement on Form N-14 under the Securities Act of 1933, as amended, and the regulations thereunder (the “1933 Act”), relating to the Shares (the “Registration Statement”). The Reorganizing
Funds have provided or will provide the Surviving Funds with necessary or advisable information and disclosure relating to the Reorganizing Funds for inclusion in the Proxy Materials, which are part of the Registration Statement, and with such
other information and documents relating to the Reorganizing Funds as are requested by the Surviving Funds and as are reasonably necessary or advisable for the preparation of the Registration Statement.
4.7 After the Closing, Hennessy Funds Trust shall or shall cause its agents to prepare any U.S.
federal, state, or local tax returns required to be filed by the Surviving Funds after the Closing Date.
4.8 Following the Closing, LiFT, on behalf of the Reorganizing Funds, will file promptly any final
regulatory reports, including but not limited to any Form N-CEN, Form N‑PX, and Rule 24f-2 filings with respect to the Reorganizing Funds and also will take all other steps as are necessary and proper to effect the termination or declassification
of the Reorganizing Funds in accordance with the laws of Delaware and other applicable requirements.
4.9 Hennessy Funds Trust and LiFT will provide each other and their respective representatives with
such cooperation, assistance, and information as either of them reasonably may request of the other in filing any tax returns, amended return, or claim for refund, in determining a liability for taxes or a right to a refund of taxes or
participating in or conducting any audit or other proceeding in respect of taxes, or in determining the financial reporting of any tax position.
4.10 Hennessy Funds Trust covenants to use all reasonable efforts to obtain appropriate approvals and
authorizations required by the 1933 Act and the 1940 Act in order to continue the Surviving Funds’ operations after the Closing Date.
4.11 Except where otherwise required by law, the Parties shall not take a position on any applicable
income tax returns inconsistent with the treatment of the Reorganization as a “reorganization,” within the meaning of Section 368(a) of the Code, and the Surviving Funds and
the Reorganizing Funds will comply with the recordkeeping and information filing requirements of Section 1.368-3 of the Treasury Regulations in accordance therewith.
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5.
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REPRESENTATIONS AND WARRANTIES
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5.1 Hennessy Funds Trust, on behalf of the Surviving Funds, represents and warrants to LiFT, on
behalf of the Reorganizing Funds, as of the date hereof and as of the Closing Date as follows:
(a) (i) Hennessy Funds Trust was duly created pursuant to its Trust Instrument, as amended (the “Trust
Instrument”) by its Board for the purpose of acting as a management investment company under the 1940 Act, and is validly existing under the laws of Delaware, and the Trust Instrument directs the Board to manage the affairs of Hennessy
Funds Trust and grants them all powers necessary or desirable to carry out such responsibility, and (ii) Hennessy Funds Trust is registered as an investment company classified as an open-end management company, under the 1940 Act, and its
registration with the SEC as an investment company is in full force and effect;
(b) Each Surviving Fund is a legally designated, separate series of Hennessy Funds Trust, duly
organized and validly existing under the laws of Delaware, and has power to own all of its properties and assets and to carry out its obligations under this Agreement;
(c) The Registration Statement with respect to Hennessy Funds Trust and the Surviving Funds conforms
or will conform, at all times up to and including the Closing Date, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and does not include or will not include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(d) Each Surviving Fund is not in violation of, and the execution, delivery, and performance of this
Agreement by Hennessy Funds Trust, for itself and on behalf of the Surviving Fund, does not and will not (i) violate the Trust Instrument or Bylaws of Hennessy Funds Trust, or (ii) to the best knowledge of Hennessy Funds Trust, result in a breach
or violation of, or constitute a default under, any material agreement or material instrument or other undertaking, to which Hennessy Funds Trust is a party or by which its properties or assets are bound;
(e) Except as previously disclosed in writing to the Reorganizing Funds, no litigation or
administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the best knowledge of Hennessy Funds Trust, threatened against the Surviving Funds or any of their properties or assets which, if
adversely determined, would materially and adversely affect the financial condition or the conduct of business. Hennessy Funds Trust knows of no facts that might form the basis for the institution of any such proceeding or investigation, and the
Surviving Funds are not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects, or is reasonably likely to materially and adversely affect, their business
or their ability to consummate the transactions contemplated herein;
(f) Each Surviving Fund was established by the Board of Hennessy Funds Trust in order to effect the
transactions described in this Agreement. Because each Surviving Fund was formed solely for the purpose of consummating the Reorganization with the applicable Reorganizing Fund, each Surviving Fund will not hold more than a nominal amount of
assets necessary to facilitate its organization and will not carry on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of
investment operations) between the date hereof and the Closing Date;
(g) As of the Closing Date, each Surviving Fund will have no shares of beneficial interest issued and
outstanding prior to the consummation of the Reorganization. On and after the Closing Date, the authorized capital of each Surviving Fund will consist of an unlimited number of shares of beneficial interest, no par value per share. The Shares to
be issued to the applicable Reorganizing Fund pursuant to this Agreement will have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and, except as set forth
in such Surviving Fund’s Registration Statement, non-assessable by such Surviving Fund, and no shareholder of such Surviving Fund will have any preemptive right of subscription or purchase in respect thereof. Further, the issuance of such Shares
will be in compliance with all applicable federal and state securities laws, including blue sky laws;
(h) As of the Closing Date, (i) no federal, state, or other tax returns of either Surviving Fund will
have been required by law to be filed and no federal, state, or other taxes will be due by either Surviving Fund, (ii) neither Surviving Fund will have been required to pay any assessments, and (iii) neither Surviving Fund will have any tax
liabilities. Consequently, as of the Closing Date, each Surviving Fund will not have any tax deficiency or liability asserted against them or question with respect thereto raised, and such Surviving Fund will not be under audit by the Internal
Revenue Service or by any state or local tax authority for taxes in excess of those already paid;
(i) Each Surviving Fund intends to qualify and meet the requirements for treatment as a “regulated
investment company” under Part I of Subchapter M of Subtitle A, Chapter 1 of the Code in respect of each taxable year, and it will not take any action inconsistent with meeting such requirements at any time through the Closing Date. Each
Surviving Fund intends to comply in all material respects with applicable regulations of the Internal Revenue Service pertaining to the reporting of dividends and other distributions on and redemptions of its Shares and to withholding in respect
of dividends and other distributions to shareholders and to avoid any potential material penalties that could be imposed thereunder;
(j) Neither Hennessy Funds Trust nor, to the knowledge of the Hennessy Funds Trust, any “affiliated
person” (as defined in Section 2(a)(3) of the 1940 Act) of Hennessy Funds Trust has been convicted of any felony or misdemeanor described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of Hennessy Funds Trust, has any investment
adviser, or any “person associated” (as defined in the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Advisers Act”)) with any investment adviser of the Surviving Fund,
been subject, or presently is subject, to any disqualification that would be a basis for denial, suspension, or revocation of registration of an
investment adviser under Section 203(e) of the Investment Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as
an investment adviser, employee, officer, or director of an investment company under Section 9 of the 1940 Act, and, to the knowledge of Hennessy Funds Trust, there is no proceeding or investigation that is reasonably likely to become the basis
for, any such disqualification, denial, suspension, or revocation;
(k) There is no plan or intention for the Surviving Funds to be dissolved or merged into another
business or statutory trust or a corporation or any “fund” thereof (as defined in Section 851(g)(2) of the Code) following the Reorganization;
(l) Immediately after the Closing Date, the Surviving Funds will not be under the jurisdiction of a
court in (i) a case under title 11 of the United States Code or (ii) a receivership, foreclosure or similar proceedings (as described in Section 368(a)(3)(A) of the Code);
(m) The execution, delivery, and performance of this Agreement on behalf of the Surviving Funds will
have been duly authorized prior to the Closing Date by all necessary action on the part of Hennessy Funds Trust, the Board of Hennessy Funds Trust, and the Surviving Funds, and this Agreement will constitute a valid and binding obligation of
Hennessy Funds Trust and the Surviving Funds enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or
affecting creditors’ rights, and to general equity principles;
(n) On the effective date of the Registration Statement, at the time of the meeting of the Investors
and on the Closing Date, any written information furnished by Hennessy Funds Trust with respect to the Surviving Funds for use in the Proxy Materials, the Registration Statement, or any other materials provided in connection with the
Reorganization does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading;
(o) The Board of Hennessy Funds Trust was established and has been operated in accordance with the
requirements and restrictions of Sections 10 and 16 of the 1940 Act and satisfies the fund governance standards as defined in Rule 0-1 under the 1940 Act. No trustee who has been identified as an “independent” or “non‑interested” in Hennessy
Funds Trust’s most recent registration statement on Form N-1A is an “interested person” of Hennessy Funds Trust, as that term is defined in Section 2(a)(19) of the 1940 Act, or has had at any time during the past three years a material business
or professional relationship with any investment adviser or sub-adviser or principal underwriter of the Surviving Funds or with the principal executive officer or any controlling person of any investment adviser or sub-adviser or the principal
underwriter of the Surviving Funds other than as set forth in Hennessy Funds Trust’s registration statement on Form N-1A. To the knowledge of Hennessy Funds Trust, no trustee is ineligible under Section 9(a) or Section 9(b) of the 1940 Act to
serve as a trustee to a registered investment company; and
(p) To the knowledge of Hennessy Funds Trust, no governmental consents, approvals, authorizations, or
filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended, and the regulations thereunder (the “1934 Act”), the 1940 Act, or Delaware law for the execution of this Agreement by Hennessy Funds Trust, for
itself and on behalf the Surviving Funds, or the performance of this Agreement by Hennessy Funds Trust, for itself and on behalf of the Surviving Funds, except as specifically contemplated by this Agreement and as required under the 1933 Act, the
1940 Act, and any applicable state securities laws and any listing agreement with any securities exchange, and except for such consents, approvals, authorizations, and filings as may be required after the Closing Date.
5.2 LiFT, on behalf of the Reorganizing Funds, represents and warrants to the Hennessy Funds Trust,
on behalf of the Surviving Funds, as of the date hereof and as of the Closing Date as follows:
(a) LiFT was duly created pursuant to its Declaration of Trust, as amended (the “Declaration of
Trust”) by its Board for the purpose of acting as a management investment company under the 1940 Act and is validly existing under the laws of Delaware, and the Declaration of Trust and the By-Laws of LiFT (the “LiFT Bylaws”) directs
the Board to manage the affairs of LiFT and the Reorganizing Funds and grants them all powers necessary or desirable to carry out such responsibility, including administering the Reorganizing Funds’ business as currently conducted by the
Reorganizing Funds and as described in its current registration statement, and LiFT is registered as an investment company classified as an open-end management company, under the 1940 Act and its registration with the SEC as an investment company
is in full force and effect;
(b) Each Reorganizing Fund is a legally designated, separate series of LiFT, duly organized and
validly existing under the laws of Delaware, and has power to own all of its properties and assets and to carry out its obligations under this Agreement;
(c) All of the issued and outstanding shares of the Reorganizing Funds have been offered and sold in
compliance in all material respects with applicable federal and state securities laws and the regulations thereunder, and all issued and outstanding shares of the Reorganizing Funds are, and on the Closing Date will be, duly authorized and
validly issued and outstanding, and fully paid and nonassessable, free and clear of all liens, pledges, security interests, charges, or other encumbrances, and none of the Reorganizing Funds have outstanding any options, warrants, or other rights
to subscribe for or purchase any of its shares, nor is there outstanding any security convertible into any of its shares, provided that no representation is given with respect to whether any shareholder of the Reorganizing Funds has granted a
security interest in the shares owned by that shareholder or whose shares are otherwise subject to a lien or pledge;
(d) The registration statement with respect to LiFT and the Reorganizing Funds conforms or will
conform, at all times up to and including the Closing Date, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and does not include or will not include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(e) The Reorganizing Funds are not in violation of, and the execution, delivery, and performance of
this Agreement by LiFT, for itself and on behalf of the Reorganizing Funds, does not and will not (i) violate the Declaration of Trust or the LiFT Bylaws, or (ii) result in a breach or violation of, or constitute a default under, any material
agreement or material instrument or other undertaking to which LiFT is a party or by which its properties or assets are bound;
(f) Except as previously disclosed in writing to the Surviving Funds, (i) no litigation or
administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the best knowledge of LiFT, threatened against any one of the Reorganizing Funds or any of its properties or Assets which, if
adversely determined, would materially and adversely affect the financial condition or the conduct of its business, (ii) LiFT knows of no facts that might form the basis for the institution of any such proceeding or investigation, and
(iii) neither Reorganizing Fund is a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects, or is reasonably likely to materially and adversely affect, its
business or its ability to consummate the transactions contemplated herein;
(g) The audited financial statements of the Reorganizing Funds as of and for the fiscal year ended
March 31, 2025 (copies of which have been furnished to the Surviving Funds), fairly present, in all material respects, the Reorganizing Funds’ financial condition as of such date and their results of operations for such period in accordance with
generally accepted accounting principles consistently applied, and as of such date there were no material debts, obligations, or Liabilities of the Reorganizing Funds (contingent or otherwise) known to the Reorganizing Funds that were not
disclosed therein but that would be required to be disclosed therein in accordance with generally accepted accounting principles;
(h) Since the date of the most recent audited financial statements, there has not been any material
adverse change with respect to either Reorganizing Fund’s financial condition, Assets, Liabilities, or business, other than changes occurring in the ordinary course of business, or any incurrence by such Reorganizing Fund of indebtedness maturing
more than one year from the date such indebtedness was incurred, except as otherwise disclosed in writing to and accepted by the Surviving Funds, prior to the Closing Date (for the purposes of this subparagraph, a decline in the Reorganizing
Fund’s net asset value per share, a decrease in the Reorganizing Fund’s size due to redemptions, or a decline consistent with general equity market conditions shall not be deemed to constitute a material adverse change);
(i) The Reorganizing Funds have timely filed all U.S. federal and other material tax returns and
reports that are required by law to have been filed by the Reorganizing Funds, all such tax returns and reports were complete and accurate in all material respects, all taxes owed by the Reorganizing Funds have been timely paid, and the
Reorganizing Funds have provided to Hennessy Funds Trust all of the Reorganizing Funds’ previously filed tax returns. To the best of the Reorganizing Funds’ knowledge, no such return is currently under audit and no assessment of a tax deficiency
has been made with respect to any such return;
(j) Each Reorganizing Fund has qualified and met the requirements for treatment as a “regulated
investment company” under Part I of Subchapter M of Subtitle A,
Chapter 1, of the Code in respect of each taxable year since the commencement of its operations, and will continue to so qualify until the Closing Date and has computed (or will
compute) its U.S. federal income and excise tax liability, if any, under Sections 852 and 4982, respectively, of the Code;
(k) Neither Reorganizing Fund is a party to or bound by any agreement, undertaking, or commitment
(i) to merge or consolidate with, or acquire all or substantially all of the property and assets of, any other corporation, trust, or person or (ii) to sell, lease, or exchange all or substantially all of its property and assets to any other
corporation, trust or person;
(l) Neither LiFT nor, to the knowledge of LiFT, any “affiliated person” (as defined in
Section 2(a)(3) of the 1940 Act) of LiFT has been convicted of any felony or misdemeanor described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of LiFT, has any investment adviser, or any “person associated” (as defined in the
Investment Advisers Act) with any investment adviser of the Reorganizing Funds, been subject, or presently is subject, to any disqualification that would be a basis for denial, suspension, or revocation of registration of an investment adviser
under Section 203(e) of the Investment Advisers Act or Rule 206(4)‑4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer, or director of an investment company
under Section 9 of the 1940 Act, and, to the knowledge of LiFT, there is no proceeding or investigation that is reasonably likely to become the basis for, any such disqualification, denial, suspension, or revocation;
(m) LiFT has furnished to Hennessy Funds Trust, on behalf of the Surviving Funds, or provided access
to, with respect to the Reorganizing Funds, complete and true copies of the Reorganizing Funds’ (i) all post-effective amendments to the registration statement on Form N-1A filed by LiFT with the SEC pertaining to the last five years, (ii) annual
and semi‑annual reports on Form N-CSR, together with any and all exhibits annexed thereto, and proxy statements pertaining to the last five years, each in the form delivered to shareholders, as well as any additional report or other material
generally delivered to such shareholders since the delivery of such annual report or semi-annual report, as the case may be, and (iii) prospectuses, together with statements of additional information, filed with the SEC in the last five years,
each in the form filed with the SEC (all of the foregoing documents referred to in clauses (i), (ii), and (iii) collectively referred to herein as the “Fund Statements”). The information contained in the Fund Statements did not as of the
date of filing, effectiveness, or first use, as applicable, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make any material statement made therein, in light
of the circumstances under which they were made, not misleading. Since the end of the period covered by the most recent annual or semi-annual report through the date hereof, there has occurred no event or condition (other than as a result of this
Agreement and the transactions contemplated hereby) that would (A) require either Reorganizing Fund to file an additional amendment, registration statement, prospectus, prospectus supplement, report, or other document with the SEC, which document
has not been so filed with the SEC and delivered to Hennessy Funds Trust or (B) require either Reorganizing Fund to conduct a meeting of its Investors;
(n) At the Closing Date, each Reorganizing Fund will have good and marketable title to the Assets and
full right, power, and authority to assign, sell, convey, deliver,
and otherwise transfer the Assets hereunder, and upon delivery and payment for the Assets as contemplated herein, the Surviving Funds will acquire good and marketable title thereto,
subject to no restrictions on the ownership or transfer thereof other than such restrictions as might arise under the 1933 Act;
(o) The execution, delivery, and performance of this Agreement on behalf of the Reorganizing Funds
will have been duly authorized prior to the Closing Date by all necessary action on the part of LiFT, the Board of LiFT, and the Reorganizing Funds, and this Agreement will constitute a valid and binding obligation of LiFT and the Reorganizing
Funds enforceable in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors rights and to general
equity principles;
(p) On the effective date of the Registration Statement, at the time of the meeting of the Investors
and on the Closing Date, the information furnished by the Reorganizing Funds that is included in the Proxy Materials (exclusive of the portions of the Surviving Funds’ Prospectus contained or incorporated by reference therein) (i) will comply in
all material respects with the applicable provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and as of such dates and times, any written information furnished by the Reorganizing Funds, or by LiFT on behalf of the Reorganizing Funds, for use in the Registration Statement or in any other manner
that may be necessary in connection with the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading;
(q) LiFT maintains on behalf of the Reorganizing Funds insurance in amounts that, to the knowledge of
LiFT, are customary within the industry. To the knowledge of LiFT, all of such insurance policies are valid, binding, and enforceable in accordance with its terms against the respective insurers and are in full force and effect. LiFT has not
received written notice from its insurance carriers disclaiming coverage or defending a reservation of rights clause as to any of such notifications;
(r) LiFT has obtained those no‑action letters, exemptive orders, and other interpretive relief from
the SEC and any other government entity necessary for the operation of the Reorganizing Funds. LiFT, on behalf of the Reorganizing Funds, has complied with all representations, terms, and conditions of each such no action letter, exemptive order,
and other relief necessary to rely on the same;
(s) To the knowledge of LiFT, during the past three years, there has existed no unremedied pricing
error or similar condition with respect to the Reorganizing Funds;
(t) The Board of LiFT was established and has been operated in accordance with the requirements and
restrictions of Sections 10 and 16 of the 1940 Act and satisfies the fund governance standards as defined in Rule 0-1 under the 1940 Act. No trustee who has been identified as an “independent” or “non interested” in LiFT’s most recent
registration statement on Form N-1A is an “interested person” of LiFT, as that term is defined in Section 2(a)(19) of
the 1940 Act, or has had at any time during the past three years a material business or professional relationship with any investment adviser or sub-adviser or principal underwriter of
the Reorganizing Funds or with the principal executive officer or any controlling person of any investment adviser or sub-adviser or the principal underwriter of the Reorganizing Funds other than as set forth in LiFT’s registration statement on
Form N-1A. To the knowledge of LiFT, no trustee is ineligible under Section 9(a) or Section 9(b) of the 1940 Act to serve as a trustee to a registered investment company; and
(u) To the knowledge of LiFT, no governmental consents, approvals, authorizations, or filings are
required under the 1933 Act, the 1934 Act, the 1940 Act, or Delaware law for the execution of this Agreement by LiFT, for itself and on behalf of the Reorganizing Funds, or the performance of this Agreement by LiFT, for itself and on behalf of
the Reorganizing Funds, except as specifically contemplated by this Agreement and as required under the 1933 Act, the 1940 Act, and any applicable state securities laws and any listing agreement with any securities exchange, and except for such
consents, approvals, authorizations, and filings as may be required after the Closing Date;
(v) Neither Reorganizing Fund has, in the 12 months preceding the date hereof, received notice from
the Nasdaq Stock Market that such Reorganizing Fund is not in compliance with the listing or maintenance requirements of the Nasdaq Stock Market. Each Reorganizing Fund is in material compliance with all such listing and maintenance requirements.
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6.
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CONDITIONS PRECEDENT TO OBLIGATIONS OF THE REORGANIZING FUNDS
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The obligations of LiFT to consummate the Reorganization with respect to the Reorganizing Funds shall be subject to the performance by Hennessy Funds Trust, on behalf of the Surviving Funds, of all the obligations to
be performed by them hereunder on or before the Closing Date and, in addition thereto, the following conditions with respect to the Surviving Funds:
6.1 This Agreement and transaction contemplated hereby shall have been duly adopted and approved by
the Board of Hennessy Funds Trust.
6.2 All representations and warranties of Hennessy Funds Trust with respect to the Surviving Funds
contained herein shall be true, correct, and complete in all respects (in the case of any representation or warranty qualified by materiality or material adverse change) or in all material respects (in the case of any representation or warranty
not qualified by materiality or material adverse change) at and as of the Closing Date as though such representations and warranties were made at and as of such time (except those representations and warranties that address matters only as of
specific date, the accuracy of which shall be determined as of that specified date in all respects).
6.3 Hennessy Funds Trust, on behalf of itself and the Surviving Funds, shall have in all material
respects performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
6.4 Hennessy Funds Trust, on behalf of the Surviving Funds, shall have delivered to the Reorganizing
Funds at the Closing a certificate executed on behalf of the Surviving Funds by Hennessy Funds Trust’s President, Vice President, Assistant Vice President, Secretary, or Assistant Secretary, in a form reasonably satisfactory to the Reorganizing
Funds and dated as of the Closing Date, to the effect that the representations and warranties of Hennessy Funds Trust on behalf of the Surviving Funds made herein are true and correct at and as of the Closing Date, except as they may be affected
by the transactions contemplated herein, and as to such other matters as the Reorganizing Funds shall reasonably request.
6.5 The Reorganizing Funds shall have received at the Closing an opinion of Foley & Lardner LLP,
legal counsel to Hennessy Funds Trust (“Counsel”), in a form reasonably satisfactory to the Reorganizing Funds (which opinion may be subject to customary qualifications), substantially to the effect that:
(a) Hennessy Funds Trust is a duly registered, open-end, management investment company, and its
registration with the SEC as an investment company under the 1940 Act is in full force and effect;
(b) each Surviving Fund is a separate portfolio of Hennessy Funds Trust, which is a Delaware
statutory trust duly organized, validly existing, and in good standing under the laws of Delaware;
(c) this Agreement has been duly authorized, executed, and delivered by Hennessy Funds Trust on its
behalf and on behalf of the Surviving Funds and, assuming due authorization, execution, and delivery of this Agreement on behalf of the Reorganizing Funds, and Hennessy Advisors, is a valid and binding obligation of Hennessy Funds Trust,
enforceable against Hennessy Funds Trust in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting
creditors rights and to general equity principles; and
(d) to the knowledge of such Counsel, no consent, approval, authorization, filing, or order of any
court or governmental authority of the United States is required for the consummation of the Reorganization with respect to the Surviving Funds, except such as have been obtained under the 1933 Act, the 1934 Act, and the 1940 Act (it being
understood that such Counsel has made no independent investigation or analysis with respect to state securities laws and are not opining on such laws).
|
7.
|
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUNDS
|
The obligations of Hennessy Funds Trust to consummate the Reorganization with respect to the Surviving Funds shall be subject to the performance by LiFT, on behalf of the Reorganizing Funds, of all the obligations to
be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 This Agreement and transactions contemplated hereby shall have been duly adopted and approved by
the Board of LiFT and by the requisite vote of Investors of each Reorganizing Fund at its Shareholders Meeting.
7.2 All representations and warranties of LiFT with respect to each Reorganizing Fund contained
herein shall be true, correct, and complete in all respects (in the case of any representation or warranty qualified by materiality or material adverse change) or in all material respects (in the case of any representation or warranty not
qualified by materiality or material adverse change) at and as of the Closing Date as though such representations and warranties were made at and as of such time (except those representations and warranties that address matters only as of
specific date, the accuracy of which shall be determined as of that specified date in all respects).
7.3 LiFT, on behalf of itself and the Reorganizing Funds, shall have in all material respects
performed and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
7.4 LiFT, on behalf of the Reorganizing Funds, shall have delivered to the Surviving Fund at the
Closing a certificate executed on behalf of each Reorganizing Fund, by LiFT’s President, Secretary, Treasurer, or Chief Compliance Officer, in a form reasonably satisfactory to the Surviving Fund and dated as of the Closing Date, to the effect
that the representations and warranties of LiFT on behalf of the Reorganizing Funds made herein are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated herein, and as to such other
matters as the Surviving Fund shall reasonably request.
7.5 The Surviving Fund shall have received at the Closing an opinion of Morgan, Lewis & Bockius
LLP, legal counsel to LiFT, in a form reasonably satisfactory to the Surviving Funds (which opinions may be subject to customary qualifications), substantially to the effect that:
(a) LiFT is a duly registered, open-end, management investment company, and its registration with the
SEC as an investment company under the 1940 Act is in full force and effect;
(b) (i) LiFT is validly existing as an open-end management investment company, and it is in good
standing under the laws of the State of Delaware; (ii) the Reorganizing Funds have each been established as separate series of LiFT in accordance with the Declaration of Trust; (iii) title to all of the Assets of each Reorganizing Fund is vested
in LiFT; (iv) LiFT has the authority to conduct, operate, and carry on its business as presently conducted; and (v) pursuant to the Declaration of Trust, Investors shall have no preemptive or other right to subscribe to any additional shares or
other securities issued by LiFT or any other series of LiFT;
(c) this Agreement has been duly authorized, executed, and delivered by LiFT on behalf of the
Reorganizing Funds and, assuming due authorization, execution and delivery of this Agreement on behalf of the Surviving Funds, and Hennessy Advisors, is a valid and binding obligation of LiFT, enforceable against LiFT in accordance with its
terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors rights and to general equity principles;
(d) to the knowledge of such counsel, no consent, approval, authorization, filing, or order of any
court or governmental authority of the United States is required for the consummation of the Reorganization with respect to either of the Reorganizing Funds, except such as have been obtained under the 1933 Act, the 1934 Act, and the 1940 Act (it
being understood that such counsel has made no independent investigation or analysis with respect to state securities laws and are not opining on such laws); and
(e) the shares of each Reorganizing Fund then issued and outstanding are duly registered under the
1933 Act on the appropriate form.
7.6 The transfer agent to the Reorganizing Funds shall have delivered to the Surviving Funds at the
Closing a certificate executed on its own behalf by an authorized officer in form and substance satisfactory to the Surviving Funds and dated as of the Closing Date, to the effect that the shareholder records of each Reorganizing Fund are
complete and accurate and as to such other matters as the Surviving Funds shall reasonably request.
7.7 The administrator, fund accountant, and custodian to the Reorganizing Funds shall have delivered
to the Surviving Funds at the Closing certificates executed on their behalf by authorized officers in form and substance satisfactory to the Surviving Funds and dated as of the Closing Date, to the effect that the books and records of each
Reorganizing Fund covered by its contracts with the Reorganizing Funds are complete and accurate and as to such other matters as the Surviving Funds shall reasonably request.
7.8 The Reorganizing Funds shall arrange to make the Reorganizing Funds’ auditors available to the
Surviving Funds and their agents to answer their questions at a mutually agreeable time prior to the Closing.
7.9 LiFT, on behalf of the Reorganizing Funds, shall have delivered to Hennessy Funds Trust, or shall
have made provision for delivery as promptly as practicable after the Closing Date of, (i) a statement, accurate and complete in all material respects related to the Reorganizing Funds, of (1) the Assets,
showing the tax basis of such Assets for U.S. federal income tax purposes by lot and the holding periods of such Assets for such purposes, as of the Valuation Date; (2) the capital loss carryovers for the Reorganizing Funds for U.S. federal
income tax purposes and the taxable years of the Reorganizing Funds (or its predecessors) in which such capital losses were recognized; (3) any limitations on the use of such losses imposed under Section 382 of the Code (determined without regard
to the transactions contemplated by this Agreement); and (4) any unrealized gain or loss in such Assets (as determined as of the Valuation Date) for U.S. federal income tax purposes; (ii) the tax books and records of each Reorganizing Fund for
preparing any tax returns required by law to be filed after the Closing Date; and (iii) such other tax information reasonably requested by Hennessy Funds Trust.
|
8.
|
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUNDS AND THE REORGANIZING FUNDS
|
The obligations of Hennessy Funds Trust, on behalf of the Surviving Funds, and of LiFT, on behalf of the Reorganizing Funds, herein are each subject to the further conditions that on or before the Closing Date with
respect to the Surviving Funds and the Reorganizing Funds:
8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite
vote of Investors of the Reorganizing Funds at the Shareholders Meeting in accordance with the provisions of the Declaration of Trust and the requirements of the 1940 Act, and certified copies of the resolutions evidencing such approval shall
have been delivered to the Surviving Fund.
8.2 On the Closing Date, no action, suit, or other proceeding shall be pending before any court or
governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or any of the transactions contemplated herein.
8.3 All consents of other Parties and all other consents, orders, approvals, and permits of federal,
state, and local regulatory authorities (including, without limitation, those of the SEC and of state blue sky securities authorities, including any necessary no-action positions and exemptive orders from such federal and state authorities)
deemed necessary by Hennessy Funds Trust, on behalf of the Surviving Funds, or LiFT, on behalf of the Reorganizing Funds, to permit consummation, in all material respects, of the transactions contemplated herein shall have been obtained, except
where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the Assets or properties of the Surviving Funds or the Reorganizing Funds.
8.4 The Registration Statement shall have become effective under the 1933 Act, no stop orders
suspending the effectiveness thereof shall have been issued and, to the best knowledge of the Parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933
Act. The SEC shall not have issued an unfavorable advisory report with respect to the Reorganization under Section 25(b) of the 1940 Act nor instituted any proceedings seeking to enjoin consummation of the transactions contemplated hereby under
Section 25(c) of the 1940 Act.
8.5 Hennessy Funds Trust, on behalf of the Surviving Funds, and LiFT, on behalf of the Reorganizing
Funds, shall have each received an opinion of Counsel substantially to the effect as to the matters set forth on Schedule 8.5. In rendering such opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on
the representations and warranties made in this Agreement, the facts set forth in the Proxy Materials, and on representations by Hennessy Funds Trust, on behalf of the Surviving Funds, and made by LiFT, on behalf of the Reorganizing Funds.
9.1 Except as expressly provided in Section 9.3 and Section 9.4, Hennessy Advisors shall be
responsible for paying all of the expenses of the Surviving Funds incurred by the Surviving Funds or any of their affiliates in connection with the transactions contemplated by this Agreement, including, without limitation, legal fees and costs,
accounting and auditing fees, and any costs associated with meetings of the Board of Hennessy Funds Trust relating to the transactions contemplated by this Agreement.
9.2 Except as expressly provided in Section 9.3 and Section 9.4, STFM shall be responsible for paying
all of the expenses of the Reorganizing Funds incurred by the Reorganizing Funds or any of their affiliates in connection with the transactions contemplated by this Agreement, including, without limitation, legal fees and costs, accounting and
auditing fees, and any costs associated with meetings of the Board of LiFT an any meeting of shareholders of the Reorganizing Funds relating to the transactions contemplated by this Agreement.
9.3 STFM will retain Broadridge Financial Services, Inc. on behalf of the Reorganizing Funds, to
assist in soliciting the approval of the shareholders of the Reorganizing Funds required to complete the transactions contemplated hereby. STFM and Hennessy Advisors shall each bear 50% of the costs and expenses associated with soliciting and
obtaining the proxy vote of the shareholders of the Reorganizing Funds, including fees paid to Broadridge Financial Services, Inc.; provided, however, that (a) STFM shall bear its and the Reorganizing Funds’ legal fees and costs related to
preparing, negotiating, and filing the N-14 Registration Statement, including any and all exhibits thereto and any ancillary documents; and (b) Hennessy Advisors shall bear its and the Surviving Funds’ legal fees and costs related to preparing,
negotiating, and filing the N-14 Registration Statement, including any and all exhibits thereto and any ancillary documents.
9.4 Notwithstanding the foregoing, expenses will in any event be paid by the Party directly incurring
such expenses if and to the extent that the payment by another person of such expenses would result in a failure by either the Reorganizing Funds or the Surviving Funds to qualify for treatment as a “regulated investment company” within the
meaning of Section 851(a) of the Code, or would prevent the Reorganization from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, or otherwise result in the imposition of tax on either the Reorganizing Funds or
the Surviving Funds or on any of their respective shareholders.
9.5 This Section 9 shall survive the Closing and any termination of this Agreement pursuant to
Section 11.
|
10.
|
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
|
10.1 This Agreement constitutes the entire agreement between the Parties and supersedes any prior or
contemporaneous understanding or arrangement with respect to the subject matter hereof.
10.2 Except as otherwise specified below, the representations and warranties contained in this
Agreement or in any document delivered pursuant to or in connection with this Agreement, shall survive the consummation of the transactions contemplated herein for a two‑year period, except that any representation or warranty with respect to
taxes shall survive for the expiration of the statutory period of limitations for assessments of tax deficiencies, as the same may be extended from time to time by the taxpayer. The covenants and agreements included or provided for herein shall
survive and be continuing obligations in accordance with its terms.
11.1 This Agreement may be terminated and the transactions contemplated hereby may be abandoned at
any time before the Closing by:
(a) either Party (i) in the event of the other Party’s material breach of any representation,
warranty, or covenant contained herein to be performed at or before the Closing if such breach is incapable of being cured, (ii) if a condition to its obligations has not been met and it appears reasonably likely that such condition will not, or
cannot, be met, or (iii) if a governmental body issues an order, decree, or ruling having the effect of permanently enjoining, restraining, or otherwise prohibiting consummation of the Reorganization; or
(b) the mutual consent of both Parties to this Agreement.
11.2 If this Agreement is terminated pursuant to and in accordance with Section 11.1, then the
termination shall be without liability of any Party (including its trustees, officers, or shareholders) and Hennessy Advisors and STFM shall each bear their own expenses incidental to the preparation of carrying out of the Agreement as provided
in Section 9; provided however that if the termination shall result from the material breach by a Party of a covenant or agreement of such Party contained in this Agreement, then such Party responsible for the material breach shall be fully
liable for any and all reasonable costs and expenses (including reasonable counsel fees and disbursements) sustained or incurred by the non-breaching Party.
This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of LiFT, on behalf of the Reorganizing Funds, and officers of Hennessy
Funds Trust, on behalf of the Surviving Funds; provided, however, that following the Shareholders Meeting, no such amendment may have the effect of changing the provisions for determining the number of Shares to be delivered to the Reorganizing
Funds’ Investors under this Agreement to the detriment of the Reorganizing Funds’ Investors, or otherwise materially and adversely affecting the Reorganizing Funds,
without the Reorganizing Funds obtaining the Reorganizing Funds’ Investors’ further approval, except that nothing in this Section 12 shall be construed to prohibit the Surviving Funds and the
Reorganizing Funds from amending this Agreement in writing without additional authorization to change the Closing Date or Valuation Date by mutual agreement.
13.1 Hennessy Funds Trust and the Surviving Funds shall indemnify, defend, and hold harmless LiFT and
each of the Reorganizing Funds, its respective officers, trustees, employees, and agents against any and all claims, actions, damages, obligations, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, costs of
collection, and other costs of defense, actually incurred by LiFT and arising from or in connection with (a) any breach of any representation or warranty of Hennessy Funds Trust, on behalf of itself and the Surviving Funds, contained in or made
pursuant to this Agreement and (b) any breach of any covenant of Hennessy Funds Trust, on behalf of itself and the Surviving Funds, contained in or made pursuant to this Agreement. No Party shall be entitled to indemnification under this
Agreement unless written notice of the events or circumstances giving rise to such claim for indemnification has been provided to the indemnifying Party or Parties no later than 24 months after the Closing Date, except that the representations
and warranties contained in Sections 5.1(a) and 5.1(d) shall survive indefinitely.
13.2 LiFT and each of the Reorganizing Funds shall indemnify, defend, and hold harmless Hennessy
Funds Trust and the Surviving Funds, its respective officers, trustees, employees, and agents against any and all claims, actions, damages, obligations, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, costs of
collection, and other costs of defense, actually incurred by Hennessy Funds Trust and arising from or in connection with (a) any breach of any representation or warranty of LiFT, on behalf of itself and the Reorganizing Funds, contained in or
made pursuant to this Agreement and (b) any breach of any covenant of LiFT, on behalf of itself and each of the Reorganizing Funds, contained in or made pursuant to this Agreement. No Party shall be entitled to indemnification under this
Agreement unless written notice of the events or circumstances giving rise to such claim for indemnification has been provided to the indemnifying Party or Parties no later than 24 months after the Closing Date, except that the representations
and warranties contained in Sections 5.2(a), 5.2(e), and 5.2(n) shall survive indefinitely.
Any notice, report, statement, or demand required or permitted by any provision of this Agreement shall be in writing and shall be given by registered letter, certified mail, or overnight express courier addressed to
the following:
For Hennessy Funds Trust, on behalf of itself and the Surviving Funds, and Hennessy Advisors:
|
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 LiFT, on behalf of itself and the Reorganizing Funds:
|
Listed Funds Trust
c/o U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, Wisconsin 53202
Attention: Chad Fickett, Secretary
|
|
With a copy to, which shall not constitute notice:
STF Management LP
6136 Frisco Square Boulevard, Suite 400
Frisco, Texas 75034
Attention: Jonathan Molchan and Thomas L. Campbell
|
|
15.
|
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
|
15.1 The section and paragraph headings contained herein are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. All references herein to Sections, paragraphs, subparagraphs, or Exhibits shall be construed as referring to Sections, paragraphs, or subparagraphs hereof or Exhibits hereto,
respectively. Whenever the terms “hereto,” “hereunder,” “herein,” or “hereof” are used in this Agreement, they shall be construed as referring to this entire Agreement, rather than to any individual Section, paragraph, subparagraph, or sentence.
15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original.
15.3 This Agreement shall be governed by and construed in accordance with the laws of Delaware
without regard to conflict of law provisions.
15.4 This Agreement shall bind and inure to the benefit of the Parties hereto and its respective
successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any Party without the written consent of the other Parties. Nothing herein expressed or implied is intended or shall be
construed to confer upon or give any person, firm or corporation, other than the Parties hereto and its respective successors and assigns, any rights or remedies under or by reason of this Agreement.
15.5 It is expressly agreed that the obligations of the Reorganizing Funds hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents, or employees of LiFT personally, but shall bind only the LiFT property of the Reorganizing Funds. The execution and delivery of this Agreement has been authorized by the
Board of LiFT, on behalf of the Reorganizing Funds, and signed by authorized officers of LiFT, acting as such. Neither the authorization by such Board nor the execution and delivery by such officers shall be deemed to have been made by any of
them individually or to impose any liability on any of them personally, but shall bind only the LiFT property of the Reorganizing Funds.
* * *
[Signatures follow on the next page.]
IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed by its authorized officer.
|
Hennessy Funds Trust, for itself and on
behalf of the Hennessy Tactical Growth and
Income ETF and the Hennessy Tactical Growth ETF
/s/Teresa M. Nilsen
Teresa M. Nilsen
Executive Vice President
|
|
Listed Funds Trust, for itself and on
behalf of the STF Tactical Growth & Income ETF
and the STF Tactical Growth ETF
/s/Kacie G. Briody
Kacie G. Briody
President
|
|
Hennessy Advisors, Inc., solely for purposes of
the second paragraph hereof, Section 9, and Section 11.2
/s/Teresa M. Nilsen
Teresa M. Nilsen
President
|
|
STF Management, LP, solely for purposes of the second
paragraph hereof, Section 9, and Section 11.2
/s/Jonathan S. Molchan
Jonathan S. Molchan
Co-Chief Executive Officer
|
Schedule 8.5
Tax Opinions
With respect to each Reorganization for U.S. federal income tax purposes:
|
(1)
|
Each Reorganization will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and each Surviving Fund and the respective Reorganizing Fund are each a “party to the
reorganization” within the meaning of Section 368(b) of the Code.
|
|
(2)
|
No gain or loss will be recognized by the Reorganizing Fund upon the transfer of its Assets to the Surviving Fund in exchange for the Shares and the assumption by the Surviving Fund of the Liabilities.
|
|
(3)
|
No gain or loss will be recognized by the Reorganizing Fund on the distribution of the Shares to its shareholders.
|
|
(4)
|
No gain or loss will be recognized by the Surviving Fund upon receipt of the Assets in exchange for the Shares.
|
|
(5)
|
The basis of the Assets in the hands of the Surviving Fund will be the same as the basis of those Assets in the hands of the Reorganizing Fund immediately prior to the transfer.
|
|
(6)
|
The holding period of the Assets in the hands of the Surviving Fund will include the period during which those Assets were held by the Reorganizing Fund.
|
|
(7)
|
No gain or loss will be recognized by the Reorganizing Fund shareholders on the receipt of the Shares solely in exchange for their Reorganizing Fund shares.
|
|
(8)
|
The basis of the Shares received by the Reorganizing Fund shareholders will be the same as the basis of the Reorganizing Fund shares surrendered in exchange therefor.
|
|
(9)
|
The holding period of the Shares received by the Reorganizing Fund shareholders will include the period during which the Reorganizing Fund shareholders held the Reorganizing Fund shares surrendered in
exchange therefor, provided the Reorganizing Fund shares were held as a capital asset on the date of the exchange.
|
|
(10)
|
The Surviving Fund will succeed to and take into account the items of the Reorganizing Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381,
382, 383 and 384 of the Code and the Treasury Regulations thereunder. In particular, under Section 1.381(b)-1(a)(2) of Treasury Regulations, the Surviving Fund will be treated for purposes of Section 381 of the Code just as the
Reorganizing Fund would have been treated if there had been no Reorganization, the tax attributes of the Reorganizing Fund enumerated in Section 381(c) of the Code shall be taken into account by the Surviving Fund as if there had been
no Reorganization, and the taxable year of the Reorganizing Fund will not end on the date of the Reorganization merely because of the closing of the Reorganization.
|
EXHIBIT B
Financial Highlights of the Target Funds
The following tables are intended to help you understand the financial performance of STF Tactical Growth & Income ETF and the STF Tactical Growth ETF (each, a “
Target Fund” and, together, the “
Target
Funds”) for the periods show below. Certain information reflects financial results for a single Target Fund share. The “Total Return” figures show how much your investment would have increased or decreased during each period, assuming you
had reinvested all dividends and distributions. This information has been derived from financial statements audited by Cohen & Company, Ltd., an independent registered public accounting firm. Cohen & Company, Ltd.’s report and the Target
Funds’ financial statements are included in the
Form N-CSR of the Target Funds, including their Annual Report to Shareholders for the fiscal year
ended March 31, 2025, containing audited financial statements, which are available upon request.
Financial Highlights
STF Tactical Growth & Income ETF
For a share outstanding throughout each period
| |
Year Ended
March 31,
2025
|
|
Year Ended
March 31,
2024
|
|
Period Ended
March 31,
2023(1)
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
Net asset value, beginning of period
|
$ 23.51
|
|
$ 20.72
|
|
$ 25.00
|
| |
|
|
|
|
|
|
Income from investment operations:
|
|
|
|
|
|
|
Net investment income(2)
|
0.04
|
|
0.17
|
|
0.34
|
|
Net realized and unrealized gain (loss) on investments(3)
|
0.90
|
|
5.31
|
|
(2.59)
|
|
Total from investment operations
|
0.94
|
|
5.48
|
|
(2.25)
|
| |
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
Net investment income
|
(0.04)
|
|
(0.26)
|
|
(0.46)
|
|
Return of capital
|
(2.81)
|
|
(2.43)
|
|
(1.57)
|
|
Total distributions paid
|
(2.85)
|
|
(2.69)
|
|
(2.03)
|
|
ETF transaction fees per share
|
—
|
|
0.00(4)
|
|
0.00(4)
|
|
Net asset value, end of period
|
$ 21.60
|
|
$ 23.51
|
|
$ 20.72
|
| |
|
|
|
|
|
|
TOTAL RETURN ON NET ASSET VALUE(5)
|
3.68%
|
|
28.15%
|
|
(8.66)%
|
|
SUPPLEMENTAL DATA AND RATIOS:
|
|
|
|
|
|
|
Net assets, end of period (thousands)
|
$ 41,042
|
|
$ 45,260
|
|
$ 20,199
|
|
Ratio of expenses to average net assets(6)
|
0.65%
|
|
0.65%
|
|
0.65%
|
|
Ratio of net investment income to average net assets(6)
|
0.18%
|
|
0.74%
|
|
1.86%
|
|
Portfolio turnover rate(5)(7)
|
57%
|
|
135%
|
|
429%
|
|
(1)
|
Inception date of the Fund was May 18, 2022.
|
|
(2)
|
Net investment income per share has been calculated based on average shares outstanding during the year.
|
|
(3)
|
Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the years, and may not reconcile with the aggregate gains and losses in the
Statement of Operations due to share transactions for the year.
|
|
(4)
|
Amount represents less than $0.005 per share.
|
|
(5)
|
Not annualized for periods less than one year.
|
|
(6)
|
Annualized for periods less than one year.
|
|
(7)
|
Portfolio turnover rate excludes effect of in-kind transactions.
|
Financial Highlights
STF Tactical Growth ETF
For a share outstanding throughout each period
| |
Year Ended
March 31,
2025
|
|
Year Ended
March 31,
2024
|
|
Period Ended
March 31,
2023(1)
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
Net asset value, beginning of period
|
$ 31.87
|
|
$ 24.74
|
|
$ 25.00
|
| |
|
|
|
|
|
|
Income from investment operations:
|
|
|
|
|
|
|
Net investment income(2)
|
0.06
|
|
0.21
|
|
0.34
|
|
Net realized and unrealized gain (loss) on investments(3)
|
0.70
|
|
7.13
|
|
(0.26)
|
|
Total from investment operations
|
0.76
|
|
7.34
|
|
0.08
|
| |
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
Net investment income
|
(0.07)
|
|
(0.21)
|
|
(0.34)
|
Net realized gains
|
|
|
—
|
|
—
|
|
Total distributions paid
|
(1.67)
|
|
(0.21)
|
|
(0.34)
|
|
ETF transaction fees per share
|
—
|
|
0.00(4)
|
|
0.00(4)
|
|
Net asset value, end of period
|
$ 30.96
|
|
$ 31.87
|
|
$ 24.74
|
| |
|
|
|
|
|
|
TOTAL RETURN ON NET ASSET VALUE(5)
|
1.79%
|
|
29.83%
|
|
0.43%
|
|
SUPPLEMENTAL DATA AND RATIOS:
|
|
|
|
|
|
|
Net assets, end of period (thousands)
|
$ 172,616
|
|
$ 185,650
|
|
$ 128,627
|
|
Ratio of expenses to average net assets(6)
|
0.65%
|
|
0.65%
|
|
0.65%
|
|
Ratio of net investment income to average net assets(6)
|
0.19%
|
|
0.77%
|
|
1.66%
|
|
Portfolio turnover rate(5)(7)
|
52%
|
|
140%
|
|
423%
|
Pursuant to Chapter 38 of Title 12 of the Delaware Code, the Amended and Restated Trust Instrument of Hennessy Funds Trust (“Registrant”), dated October 14, 2020, contains the following article, which is in full
force and effect and has not been modified or canceled:
(i) every Person who is, or has been, a Trustee or officer of the Trust (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 such Person in connection with any claim, action, suit, or proceeding in which such Person becomes involved as a party or otherwise by virtue of being or having been a Trustee or officer and against amounts
paid or incurred by such Person 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.
(i) who shall have been adjudicated by a court or body before which the proceeding was brought (1) 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 such Covered Person’s office or (2) not to have acted in good faith in the reasonable belief that such Covered Person’s 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 Covered Person did not engage in willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of such Covered Person’s office,
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 in this Trust Instrument 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 Section 10.2(A) 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 such Covered Person
is not entitled to indemnification under this Section 10.2; provided, however, that either (i) such Covered Person shall have provided appropriate security for such undertaking, (ii) the Trust is insured against losses arising out of any such advance
payments or (iii) 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.
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.
3. See relevant portions of Certificate of Trust, as amended, Trust Instrument, and Bylaws.
4. Form of 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.
15. None.
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Novato and State of California, on the 24th day of June, 2025.
Teresa M. Nilsen
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.
Teresa M. Nilsen
