We have detected you are viewing the site in Internet Explorer with the Compatibility Mode option turned on - in order to use HennessyFunds.com you must turn that option off. Instructions for disabling IE Compatibility Mode

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 “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 management strategy of such Funds, the Portfolio Managers 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 Manager may conflict, or appear to conflict, with the interests of one of the Hennessy Funds.  In such instances, the 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 “Fund”) are voted in the best interest of the Fund, including in those situations involving a conflict of interest between the 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 the 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 Fund must be voted in the best interests of the Fund.  Proxies are voted on a case-by-case basis in the best economic interest of the 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 Fund or the value of the 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.

RBC Global Asset Management (U.S.) Inc. (Hennessy Large Value Fund)

RBC Global Asset Management (U.S.) Inc. ("RBC GAM-US") relies on proxy research and voting recommendations services provided by a third-party vendor to assist it in exercising the discretion to vote proxies for the Hennessy Large Value Fund (the "Fund"). For the Fund, RBC GAM-US utilizes customized proxy guidelines and engages (1) Institutional Shareholder Services Inc. (“ISS”) as its primary research and voting service provider and (2) RBC Global Asset Management Inc., an affiliate, to review ISS’ recommendations and votes to ensure that they are in line with the customized proxy guidelines.

RBC GAM-US has satisfied itself that the analysis of proxy issues provided to it by its third-party vendors is consistent with its belief that proxies should be voted in investors' long-term interests. The engagement of third-party vendors to assist RBC GAM-US with its proxy voting process is not intended to be a delegation of its proxy voting responsibilities and does not relieve it of its fiduciary obligations to the Fund with respect to the voting of proxies. Accordingly, it retains the right to vote the Fund's proxies in a manner that is different from what its vendors recommend, where it believes doing so would be in the Fund's best interests and is not contrary to the terms of the sub-advisory agreement for the Fund.

RBC GAM-US has established a Proxy Committee, which is responsible for establishing, monitoring and reviewing its policies and guidelines with respect to proxy voting, but which does not generally consider the manner in which specific proxies are or have been voted. The Proxy Committee is also responsible for providing oversight of RBC GAM-US's relationship with the provider of its proxy voting policy and proxy research.


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

 

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 (the"Fund") in its fixed income sleeve 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 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 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 sleeve)

 

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

London Company will vote the recommendation of Glass Lewis, a leading provider of independent, global proxy research, unless otherwise directed by the Fund or the Manager.  London Company’s utmost concern when voting proxies for the Fund is that all decisions are made in the best interest of the equity sleeve of the Fund.  London Company will act in a prudent and diligent manner intended to enhance the economic value of the assets of the 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 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 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 as 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.

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.