M&A - HENNESSY FUNDS TRUST

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Form Type: 497

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000089853125000059

Filing Summary: Hennessy Funds Trust announces a vital shareholder vote regarding the proposed mergers of the STF Tactical Growth & Income ETF and STF Tactical Growth ETF into the newly formed Hennessy Tactical Growth and Income ETF and Hennessy Tactical Growth ETF. The reorganizations are aimed at continuing the business of the existing ETFs while maintaining the same investment strategies and objectives. Hennessy Advisors, Inc. will manage the new funds without introducing new fees for at least two years. Shareholder approval is critical for these tax-free reorganizations, contingent upon the approval of both funds as neither can proceed independently. The special meetings for shareholder voting are scheduled for August 20, 2025, and shareholders as of June 5, 2025, are eligible to vote. Detailed materials for the proposal are included for shareholders' review, solidifying the Board of Trustees' unanimous recommendation to vote 'FOR' the reorganizations to enhance management services and operational efficiency.

Additional details:

Shareholder Voting Date: 2025-08-20


Special Meeting Location: 615 East Michigan Street, Milwaukee, Wisconsin


Record Date: 2025-06-05


Total Estimated Expenses: 375000


Form Type: N-14/A

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000089853125000057

Filing Summary: Hennessy Funds Trust has filed an amended registration statement concerning the proposed merger of the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF into newly created funds: the Hennessy Tactical Growth and Income ETF and the Hennessy Tactical Growth ETF. The reorganization requires shareholder approval at special meetings scheduled for August 20, 2025. Both new funds will maintain the same investment objectives and strategies as the current ETFs they are designed to replace. The reorganization is expected to be tax-free, meaning shareholders will not incur adverse tax consequences. Hennessy Advisors will manage the new funds, retaining portfolio managers from the current funds. The Board of Trustees recommends shareholders vote in favor of the reorganization, which is essential for the merger to proceed. If only one fund's reorganization is approved, neither will be consummated.

Additional details:

Proxy Statement Date: 2025-06-24


Special Meeting Date: 2025-08-20


Shareholder Record Date: 2025-06-05


Assets Under Management: over $4 billion


Reorganizations Expenses: $375,000


Vote Recommendation: FOR


Form Type: N-14/A

Filing Date: 2025-06-12

Corporate Action: Merger

Type: Update

Accession Number: 000089853125000055

Filing Summary: Hennessy Funds Trust has filed an initial registration statement to solicit shareholder votes for a proposed reorganization involving the STF Tactical Growth & Income ETF and the STF Tactical Growth ETF. These Target Funds will merge into new funds: Hennessy Tactical Growth and Income ETF and Hennessy Tactical Growth ETF, respectively. Shareholders of the Target Funds are invited to vote on this proposal during a special meeting scheduled for August 20, 2025. The reorganization is designed to optimize management under Hennessy Advisors, enhancing investment management services without altering the funds' investment objectives. Both reorganization proposals are contingent on each other's approval. The transaction aims to be a tax-free merger under the U.S. Internal Revenue Code, and shareholders are encouraged to participate actively in the voting process.

Additional details:

Target Funds: STF Tactical Growth & Income ETF


Target Funds: STF Tactical Growth ETF


Acquiring Funds: Hennessy Tactical Growth and Income ETF


Acquiring Funds: Hennessy Tactical Growth ETF


Special Meeting Date: 2025-08-20


Record Date: 2025-06-05


Management Firm: Hennessy Advisors, Inc.


Strategic Review By: STF Management, LP


Form Type: N-14

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000089853125000049

Filing Summary: This document serves as an initial registration statement under the Securities Act of 1933 for Hennessy Funds Trust, allowing the proposed merger between Listed Funds Trust's Target Funds (STF Tactical Growth & Income ETF and STF Tactical Growth ETF) and Hennessy Funds Trust's newly created funds (Hennessy Tactical Growth and Income ETF and Hennessy Tactical Growth ETF). The purpose is to seek shareholder approval for the reorganization where the Target Funds will transfer their assets to the corresponding Acquiring Funds in exchange for shares that will be distributed to shareholders pro rata. This strategy aims to enhance management quality and investor service through Hennessy Advisors, an established asset management firm. The mergers are designed to be tax-free reorganizations. Shareholder meetings are scheduled to approve the reorganization plan, and a unified management structure will be implemented post-merger. The proposals require majority approval to move forward, and shareholders are encouraged to vote promptly.

Additional details:

Type Of Reorganization: Agreement and Plan of Reorganization


Target Funds: STF Tactical Growth & Income ETF, STF Tactical Growth ETF


Acquiring Funds: Hennessy Tactical Growth and Income ETF, Hennessy Tactical Growth ETF


Investment Adviser: Hennessy Advisors, Inc.


Date Of Special Meetings: [•], 2025


Expected Public Offering Date: June 18, 2025


Unitary Management Fee Terms: Same as Target Funds for at least two years post-reorganization


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