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Proxy Voting

Proxy Voting Policy


Funds Advised Solely by Hennessy Advisors, Inc.


General

The proxy voting policy of the Hennessy Funds that are advised solely by Hennessy Advisors, Inc. (the “Investment Manager”) is as follows:

When the Hennessy Funds that follow a quantitative or index strategy vote proxies relating to securities that they own, they follow the “Wall Street Rule,” which means that they vote in accordance with management’s recommendation.  Based on the quantitative or index strategy of such Funds, the portfolio managers of such Funds believe that following the “Wall Street Rule” is consistent with the economic best interests of the Funds' investors.  When the Hennessy Funds that are actively managed vote proxies relating to securities that they own, they will generally follow the “Wall Street Rule,” but the portfolio managers of such Funds have discretion to vote in a manner that is different than management’s recommendation where they believe doing so would be in the economic best interests of the Funds' investors.

Conflicts of Interest

There may be instances where the interests of the Investment Manager may conflict, or appear to conflict, with the interests of one of the Hennessy Funds.  In such instances, the Investment Manager will vote in accordance with the Wall Street Rule regardless of whether the Fund follows a quantitative or index strategy or is actively managed.


Sub-Advised Funds

 

Broad Run Investment Management, LLC (Hennessy Focus Fund)

The proxy voting policies and procedures of Broad Run Investment Management, LLC (“Broad Run”) address the responsibility of Broad Run to ensure that proxies received for portfolio securities held by the Hennessy Focus Fund (the “Focus Fund”) are voted in the best interest of the Focus Fund, including in those situations involving a conflict of interest between the Focus Fund on the one hand, and Broad Run or its affiliated persons, on the other hand.  Such voting responsibilities will be exercised in a manner that is consistent with the general antifraud provisions of the Advisers Act, as well as Broad Run’s fiduciary duties under federal and state law to act in the best interest of its clients.

Proxies solicited for items of business with respect to issuers whose voting securities are owned by the Focus Fund must be voted in the best interests of the Focus Fund.  Proxies are voted on a case-by-case basis in the best economic interest of the Focus Fund’s investors taking into consideration all relevant contractual obligations and other circumstances at the time of the vote.  Broad Run may abstain from voting a proxy when the effect on the economic interests of investors in the Focus Fund or the value of the Focus Fund’s portfolio holding is indeterminable or insignificant; or when the cost of voting the proxies outweighs the benefits, e.g., when voting certain non-U.S. securities.


Financial Counselors, Inc. (Hennessy Equity and Income Fund - fixed income allocation)

The proxy voting policies and procedures of Financial Counselors, Inc. (“FCI”) provide that it is FCI’s intention to vote on all proxy proposals for all securities held by the Hennessy Equity and Income Fund in its fixed income allocation (the "Equity and Income Fund") in a timely manner, unless abstaining on a particular ballot is seen to be in the best interests of the investors.

In some instances, a proxy vote may present a conflict between the interests of the Equity and Income Fund, on the one hand, and FCI’s interests or the interests of a person affiliated with FCI, on the other hand.  In such a case, FCI will disclose this conflict to the Equity and Income Fund when the conflict arises and obtain its consent before voting.  After the potential conflict analysis has been completed, all proxies that contain only routine director and auditor votes will be voted automatically on FCI’s behalf by a proxy advisory service.  FCI has proxy voting guidelines that address proxy voting on other types of matters, such as corporate governance, equity-based compensation plans, corporate structure, and shareholder rights plans.  For example, FCI will generally:


- vote for measures that act to increase the independence of the board of directors;

- support measures intended to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees;

- vote for proposals that promote the exercise of investors' rights; and

- vote against shareholder rights plans.



The London Company of Virginia, LLC (Hennessy Equity and Income Fund - equity allocation)

The London Company of Virginia, LLC (“London Company”) will vote all proxies and act on other corporate actions for all securities held by the Hennessy Equity and Income Fund (the “Equity and Income Fund”) in its equity allocation in a timely manner, as part of its full discretionary authority over the equity allocation of the Equity and Income Fund.

London Company will vote the recommendation of Glass Lewis, a leading provider of independent, global proxy research, unless otherwise directed by the Equity and Income Fund or the Investment Manager.  London Company’s utmost concern when voting proxies for the Equity and Income Fund is that all decisions are made in the best interest of the equity allocation of the Equity and Income Fund.  London Company will act in a prudent and diligent manner intended to enhance the economic value of the assets of the Equity and Income Fund’s account, and will give substantial weight to the recommendation of management on any issue.

London Company also considers whether there are specific facts and circumstances that may give rise to a material conflict of interest on the part of London Company voting the proxy.  Should a proxy proposal raise a material conflict between the interests of London Company and the Equity and Income Fund, it will resolve the matter on a case-by-case basis, by abstaining from the vote, voting in accordance with the guidelines set forth by Glass Lewis, or voting the way London Company feels is in the best interest of the Equity and Income Fund.



SPARX Asset Management Co., Ltd. (Hennessy Japan Fund and Hennessy Japan Small Cap Fund)

SPARX Asset Management Co., Ltd. ("SPARX Japan") has adopted a proxy voting policy (the "Policy") that provides as follows:

- SPARX Japan generally votes proxies in a manner consistent with decisions of the Investment Committee of SPARX Japan (the “Committee”), which makes voting decisions pursuant to its Equity Voting Guidelines (the “Guidelines”), unless otherwise permitted by the Policy (such as when specific interests and issues require that a client’s vote be cast differently from the Committee’s decision in order to act in the best economic interests of clients).

- Where a material conflict of interest has been identified and the matter is covered by the Guidelines, proxies are voted in accordance with the Guidelines. Where a conflict of interest has been identified and the matter is not covered in the Guidelines, SPARX Japan will disclose the conflict and the determination of the manner in which to vote to the Board of Directors of the Investment Manager.

The Guidelines address proxy voting on particular types of matters such as elections for directors, adoption of option plans, and antitakeover proposals. For example, the Committee's decisions generally will:

- support management in most elections for directors, unless there are clear concerns about the past performance of the company or the board fails to meet minimum corporate governance standards;

- support option plans that motivate participants to focus on long-term investor value and returns, encourage employee stock ownership and more closely align employee interests with those of investors; and

- vote for mergers, acquisitions, and sales of business operations, unless the impact on earnings or voting rights for one class or group of investors is disproportionate to the relative contributions of the group or the company's structure following the acquisition or merger does not reflect good corporate governance, and vote against such actions if the companies do not provide sufficient information upon request concerning the transaction.

Updated February 2017