HENNESSY FUNDS TRUST

FIFTH AMENDMENT TO THE

TRANSFER AGENT SERVICING AGREEMENT

THIS FIFTH AMENDMENT, dated as of the last date on the signature block herein (this “Amendment”), to the Fund Administration Servicing Agreement, dated as of July 1, 2005, as amended October 28, 2008, February 5, 2009, February 28, 2014, and June 4, 2014 (the “Agreement”), is entered into by and between HENNESSY FUNDS TRUST, a Delaware statutory trust (the “Company”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBGFS”).

RECITALS

WHEREAS, the Company and USBGFS are parties to the Agreement and desire to amend the Agreement; and

WHEREAS, Section 10 of the Agreement allows for its amendment by a written instrument executed by both the Company and USBGFS.

AGREEMENT

NOW, THEREFORE, the Company and USBGFS agree as follows:

1.	The existing Exhibit A of the Agreement is superseded and replaced with Amended Exhibit A attached to this Amendment.

2.	Effective October 1, 2018, the existing Exhibit C of the Agreement is superseded and replaced with Amended Exhibit C attached to this Amendment.

3.	Except to the extent amended by this Amendment, the Agreement remains in full force and effect.

* * * * *

IN WITNESS WHEREOF, the Company and USBGFS have each caused this Amendment to be executed by a duly authorized officer as of the date indicated below such officer’s signature.

HENNESSY FUNDS TRUST By: /s/ Daniel B. Steadman Name: Daniel B. Steadman Title: Executive Vice President Date: October 26, 2018	U.S. BANCORP FUND SERVICES, LLC, d/b/a U.S. BANK GLOBAL FUND SERVICES By: /s/ Anita M. Zagrodnik Name: Anita M. Zagrodnik Title: Senior VP Date: 10/24/18

Amended Exhibit A

to the

Transfer Agent Servicing Agreement

Fund Names

Separate Series of Hennessy Funds Trust

Name of Series

Hennessy Cornerstone Growth Fund

Hennessy Focus Fund

Hennessy Cornerstone Mid Cap 30 Fund

Hennessy Cornerstone Large Growth Fund

Hennessy Cornerstone Value Fund

Hennessy Total Return Fund

Hennessy Equity and Income Fund

Hennessy Balanced Fund

Hennessy BP Energy Fund

Hennessy BP Midstream Fund

Hennessy Gas Utility Fund

Hennessy Japan Fund

Hennessy Japan Small Cap Fund

Hennessy Large Cap Financial Fund

Hennessy Small Cap Financial Fund

Hennessy Technology Fund

Exhibit A-1

Amended Exhibit B to the Fund Administration Servicing Agreement

Amended Exhibit B to the Fund Accounting Servicing Agreement

Amended Exhibit C to the Transfer Agent Servicing Agreement

Amended Exhibit D to the Custody Agreement

Combined Fund Administration, Fund Accounting, Transfer Agent, and

Custody Services Fee Schedule effective October 1, 2018¹

Annual fee schedule based upon the aggregate net assets of the Funds:

12 basis points on all net assets up to $2 billion

10 basis points on the next $2 billion of net assets

6 basis points on the next $2 billion of net assets

5 basis points on the next $1 billion of net assets

4 basis points on the next $3 billion of net assets

3 basis points on net assets greater than $10 billion

Minimum annual fee across all Funds: $37,500 per Fund multiplied by the number of Funds

SEC Modernization Fees:

$12,000 per year, per Fund, commencing on the date each such Fund is required to first comply with the Form N‑PORT requirements.

$250 per year, per Fund, commencing on the date each such Fund is required to first comply with the Form N-CEN requirements.

Extraordinary services – quoted separately

Fees are billed monthly

Annual fee includes all Fund expenses, excluding extraordinary expenses, related to the agreements indicated above.

This Exhibit is a combined fee schedule that will cover all services provided by USBGFS to the Trust pursuant to the Fund Administration Servicing Agreement, the Fund Accounting Servicing Agreement, and the Transfer Agent Servicing Agreement, as well as the services provided by U.S. Bank National Association to the Trust pursuant to the Custody Agreement.