HENNESSY ADVISORS INC (Form: 10-Q, Received: 01/17/2013 16:35:43)

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Non-accelerated Filer

Smaller Reporting Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File Number 000-49872

HENNESSY ADVISORS, INC.

(Exact name of registrant as specified in its charter)


California		68-0176227
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

7250 Redwood Blvd., Suite 200 Novato, California		94945
(Address of principal executive office)		(Zip Code)

(415) 899-1555

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of January 4, 2013 there were 5,771,984 shares of common stock issued and outstanding.

HENNESSY ADVISORS, INC.

INDEX


		Page Number

PART I.	Financial Information

Item 1.	Unaudited Condensed Financial Statements

	Balance Sheets as of December 31, 2012 (unaudited) and September 30, 2012		3

	Statements of Income and Comprehensive Income for the three months ended December 31, 2012 and 2011 (unaudited)		4

	Statement of Changes in Stockholders’ Equity for the three months ended December 31, 2012 (unaudited)		5

	Statements of Cash Flows for the three months ended December 31, 2012 and 2011 (unaudited)		6

	Notes to Unaudited Condensed Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17

Item 4.	Controls and Procedures		26

PART II.	Other Information

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		27

Item 6.	Exhibits		27

Signatures			29

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Hennessy Advisors, Inc.

Balance Sheets

(In thousands, except share and per share amounts)


	December 31, 2012		September 30, 2012
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,927	$	8,730
Investments in marketable securities, at fair value		6		6
Investment fee income receivable		1,952		643
Prepaid expenses		180		190
Deferred income tax asset		118		166
Other accounts receivable		438		14

Total current assets		7,621		9,749

Property and equipment, net of accumulated depreciation of $388 and $358, respectively		224		148
Management contracts		42,459		22,557
Investment in available for sale security, at fair value		—		404
Other assets, net of accumulated amortization of $122 and $114, respectively		259		44

Total assets	$	50,563	$	32,902

Liabilities and Stockholders’ Equity
Current liabilities:
Accrued liabilities and accounts payable	$	1,243	$	1,087
Income taxes payable		208		48
Deferred rent		75		87
Current portion of long-term debt		1,840		625

Total current liabilities		3,366		1,847

Long-term debt		16,406		1,302
Deferred income tax liability		4,867		4,529

Total liabilities		24,639		7,678

Commitments and Contingencies (Note 8)

Stockholders’ equity:
Adjustable rate preferred stock, $25 stated value, 5,000,000 shares authorized: zero shares issued and outstanding		—		—
Common stock, no par value, 15,000,000 shares authorized: 5,771,984 shares issued and outstanding at December 31, 2012 and 5,759,857 at September 30, 2012		9,588		9,584
Retained earnings		16,336		15,748
Accumulated other comprehensive loss		—		(108	)

Total stockholders’ equity		25,924		25,224

Total liabilities and stockholders’ equity	$	50,563	$	32,902

See accompanying notes to unaudited condensed financial statements

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Hennessy Advisors, Inc.

Statements of Income and Comprehensive Income

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months ended December 31,
	2012		2011
Revenue
Investment advisory fees	$	4,489	$	1,530
Shareholder service fees		214		187

Total revenue		4,703		1,717


Operating expenses
Compensation and benefits		1,412		534
General and administrative		674		548
Mutual fund distribution		268		142
Sub-advisor fees		711		140
Amortization and depreciation		38		21

Total operating expenses		3,103		1,385

Operating income		1,600		332

Interest expense		138		14
Other expense (income), net		110		(1	)

Income before income tax expense		1,352		319

Income tax expense		584		167

Net income	$	768	$	152


Other comprehensive loss
Unrealized loss on investment in available for sale security		—		143

Comprehensive Income	$	768	$	9


Earnings per share:
Basic	$	0.13	$	0.03

Diluted	$	0.13	$	0.03


Weighted average shares outstanding:
Basic		5,705,781		5,695,783

Diluted		5,705,781		5,713,006

See accompanying notes to unaudited condensed financial statements

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Hennessy Advisors, Inc.

Statements of Changes in Stockholders’ Equity

Three Months Ended December 31, 2012

(In thousands, except share data)

(Unaudited)


	Common Shares			Common Stock			Retained Earnings			Other Comprehensive Loss			Total Stockholders’ Equity
Balance at September 30, 2012		5,759,857		$	9,584		$	15,748		$	(108	)	$	25,224
Net Income		—			—			768			—			768
Dividends paid		—			—			(180	)		—			(180	)
Realized loss on liquidation of investment in available for sale security		—			—			—			108			108
Employee and director restricted stock vested		12,350			—			—			—			—
Repurchase of vested employee restricted stock for tax withholding		(223	)		(1	)		—			—			(1	)
Deferred restricted stock unit compensation		—			3			—			—			3
Tax effect of restricted stock unit vesting		—			2			—			—			2

Balance at December 31, 2012		5,771,984		$	9,588		$	16,336		$	—		$	25,924

See accompanying notes to unaudited condensed financial statements

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Hennessy Advisors, Inc.

Statements of Cash Flows

(Unaudited)


	Three Months Ended December 31,
	2012			2011
	(In thousands)
Cash flows from operating activities:
Net income	$	768		$	152
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		38			21
Deferred income taxes		386			240
Tax effect from restricted stock unit vesting		2			(20	)
Restricted stock units repurchased		(1	)		(24	)
Deferred restricted stock unit compensation		3			25
Realized loss on liquidation of available for sale security		108			—
(Increase) decrease in operating assets:
Investment fee income receivable		(1,309	)		(18	)
Prepaid expenses		10			14
Other current assets		(424	)		11
Other assets		—			7
Increase (decrease) in operating liabilities:
Accrued liabilities and accounts payable		156			(572	)
Income taxes payable		160			—
Deferred rent		(12	)		(12	)

Net cash used in operating activities		(115	)		(176	)

Cash flows provided by (used in) investing activities:
Purchases of property and equipment		(105	)		(15	)
Payments related to acquisition of management contracts		(19,902	)		(38	)
Proceeds on liquidation of available for sale security		404			—

Net cash used in investing activities		(19,603	)		(53	)

Cash flows provided by (used in) financing activities:
Proceeds from amended bank loan		16,525			—
Principal payments on bank loan		(206	)		(156	)
Loan fee payments on amended bank loan		(224	)		—
Dividend payment		(180	)		(144	)

Net cash provided by (used in) financing activities		15,915			(300	)

Net decrease in cash and cash equivalents		(3,803	)		(529	)
Cash and cash equivalents at the beginning of the period		8,730			8,362

Cash and cash equivalents at the end of the period	$	4,927		$	7,833

Supplemental disclosures of cash flow information:
Cash paid for:
Income taxes	$	37		$	—

Interest	$	79		$	14

See accompanying notes to unaudited condensed financial statements

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Hennessy Advisors, Inc.

Notes to Unaudited Condensed Financial Statements

(1) Basis of Financial Statement Presentation

The accompanying condensed balance sheet as of September 30, 2012, which has been derived from audited financial statements, and the unaudited interim condensed financial statements as of December 31, 2012 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and include the accounts of Hennessy Advisors, Inc. (the “Company”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position at December 31, 2012, the operating results for the three months ended December 31, 2012 and December 31, 2011, and the cash flows for the three months ended December 31, 2012 and December 31, 2011. These financial statements and notes should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended September 30, 2012, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The operating activities of the Company consist primarily of providing investment management services to sixteen open-end mutual funds (the “Hennessy Funds”). The Company serves as the investment advisor to all classes of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Large Value Fund, the Hennessy Focus Fund, the Hennessy Technology Fund, the Hennessy Gas Utility Index Fund, the Hennessy Core Bond Fund, the Hennessy Equity and Income Fund, the Hennessy Small Cap Financial Fund, the Hennessy Large Cap Financial Fund, the Hennessy Japan Fund, the Hennessy Japan Small Cap Fund, the Hennessy Total Return Fund, and the Hennessy Balanced Fund.

The Company’s operating revenues consist of contractual management and shareholder servicing fees. The Company earns management fees through portfolio management of mutual funds. The Company earns shareholder servicing fees by assisting customers in purchases, sales, distribution and customer service. The revenues are earned and calculated daily by the funds’ accountants at US Bancorp Fund Services, LLC. The fees are computed and billed monthly, at which time they are recognized in accordance with ASC 605.

The Company waives fees to comply with contractual expense ratio limitations. The fee waivers are calculated daily by the funds’ accountants at US Bancorp Fund Services, LLC and are charged to expense monthly by the Company as an offset to revenue. The fees are deducted from the management fee income, and are deducted from the funds received from US Bancorp Fund Services, LLC in the subsequent month. To date, the Company has only waived fees based on contractual obligations, but the Company has the ability to waive fees at its discretion to compete with other mutual funds with lower expense ratios. If the Company were to elect to voluntarily waive fees, then the decision to waive fees would not apply to previous periods, but would only apply on a going forward basis. As of December 31, 2012, the Company has waived $0.02 million in fees due to contractual expense ratio limitations.

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The Company’s contractual agreements provide persuasive evidence that an arrangement exists with fixed and determinable fees, and the services are rendered daily. The collectability is probable as the fees are received from the funds’ accountants in the month subsequent to the month in which the services are provided.

On October 26, 2012, the Company purchased the assets related to the management of the entire family of ten FBR funds (the “former FBR Funds”), adding approximately $2.2 billion in assets under management. The purchase was consummated in accordance with the terms and conditions of that certain Asset Purchase Agreement, dated as of June 6, 2012, between the Company and FBR Fund Advisers. The transaction was funded by an amendment to the Company’s existing loan with US Bank to borrow an additional $16.3 million (see Footnote 4). Additionally, the Company paid $3.4 million from its cash currently available. The additional capitalized transaction costs of $0.2 million include legal fees, printing fees and other costs related to purchasing the assets related to management of the former FBR Funds.

The initial payment was based on total assets under management for each of the FBR Funds as of October 25, 2012, an amount constituting sixty percent of the total purchase price. In accordance with the Asset Purchase Agreement, the Company will make a subsequent payment upon the first anniversary of closing constituting the remaining forty percent of the purchase price. The subsequent forty percent payment will be calculated on total assets under management related to the Asset Purchase Agreement as of October 25, 2013, which is an unknown number. We do not currently have sufficient historical sales and redemptions data for the former FBR Funds to make a reasonable estimate for the value of the second payment. We are therefore booking zero contingent liability as of December 31, 2012.

(2) Management Contracts

As of December 31, 2012, Hennessy Advisors had contractual management agreements with Hennessy Funds, Inc. for the Hennessy Balanced Fund and the Hennessy Total Return Fund; with Hennessy Mutual Funds, Inc. for all classes of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Value Fund, and the Hennessy Cornerstone Mid Cap 30 Fund; with Hennessy Funds Trust for all classes of the Hennessy Cornerstone Large Growth Fund, the Hennessy Large Value Fund, the Hennessy Focus Fund, the Hennessy Technology Fund, the Hennessy Gas Utility Index Fund, the Hennessy Core Bond Fund, the Hennessy Equity and Income Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Large Cap Financial Fund; and with Hennessy SPARX Funds Trust for all classes of the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund.

The management agreements for the Hennessy Focus Fund, the Hennessy Technology Fund, the Hennessy Gas Utility Index Fund, the Hennessy Core Bond Fund, the Hennessy Equity and Income Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Large Cap Financial Fund have an initial period of two years, which commenced on October 26, 2012, to be renewed annually thereafter.

The management agreements for the Hennessy Funds are renewed annually by (1) the board of directors or trustees of the applicable investment company or by a majority vote of the outstanding shares of the applicable fund and (2) by the vote of a majority of the directors or trustees of the applicable investment company who are not parties to the management agreement and are disinterested directors or trustees. These management agreements were renewed by the Board of Directors of Hennessy Funds, Inc. and Hennessy Mutual Funds, Inc. and by the Board of Trustees of Hennessy Funds Trust and Hennessy SPARX Funds Trust on March 7, 2012 for a period of one year.

Other than non-renewal, two other circumstances might lead to termination of the management agreements: (1) the assignment of a management agreement to another advisor automatically terminates the agreement (assignment includes an “indirect assignment” by transferring a controlling block of our common stock); and (2) the termination of the agreement by the Company or by one of the Hennessy Funds’ investment companies upon 60 days’ prior written notice.

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As provided in the management agreements for the sixteen Hennessy Funds, the Company receives investment advisory fees monthly based on a percentage of the respective Fund’s average daily net assets.

Under the terms of the management agreements, each fund bears all expenses incurred in its operation that are not specifically assumed by Hennessy Advisors, the administrator or the distributor. Hennessy Advisors bears the expense of providing office space, shareholder servicing, fulfillment, clerical and bookkeeping services and maintaining books and records of the Hennessy Funds.

The Company has entered into sub-advisory agreements covering the Hennessy Large Value Fund, the Hennessy Japan Fund, the Hennessy Japan Small Cap Fund, the Hennessy Core Bond Fund, the Hennessy Equity and Income Fund, and the Hennessy Focus Fund, with the same asset management companies that previously managed the Funds. Under these agreements, the sub-advisor is responsible for the investment and re-investment of the assets of the fund, in accordance with the terms of the sub-advisory agreement, the fund’s Prospectus and the fund’s Statement of Additional Information. The sub-advisors are subject to the direction, supervision and control of Hennessy Advisors, Inc., and the trustees of the Hennessy Funds.

In exchange for the sub-advisory services, the Company (not the funds) pays a sub-advisor fee to the sub-advisors, which is based on the amount of each fund’s average daily net assets.

As of December 31, 2012, no events or changes in circumstances occurred that indicated potential impairment of the management contracts.

(3) Investment in available for sale security

On October 30, 2007, Hennessy Advisors, Inc. invested $0.5 million in the Hennessy Micro Cap Fund Growth Fund, LLC (the “Micro Cap Fund”). The Micro Cap Fund was closed on December 14, 2012, and the investment was liquidated, resulting in a realized loss of $0.11 million. The loss was included in other expense on the income statement as of December 31, 2012.

(4) Bank Loan

On October 26, 2012, our existing loan was amended to provide an additional $16.3 million to purchase the assets related to the management of the former FBR Funds. The loan was amended to include the additional financing for a new balance of $18.4 million. The amended loan agreement requires fifty-nine (59) monthly payments in the amount of $153,333 plus interest at the bank’s prime rate (currently 3.25%, in effect since December 17, 2008) plus 0.75% (effective interest rate of 4.00%) and is secured by the Company’s assets. The final installment of the then outstanding principal and its interest are due October 26, 2017.

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The loan agreement includes certain reporting requirements and loan covenants requiring the maintenance of certain financial ratios. The Company is in compliance for the periods ended December 31, 2012, and 2011.

In connection with securing the financing discussed above, the Company incurred loan costs in the amount of $0.25 million. These costs are included in other assets and the balance is being amortized on a straight-line basis over 60 months. The unamortized balance of loan fees was $0.23 million at December 31, 2012.

(5) Income Taxes

The following is our tax position at December 31, 2012 and 2011:

The provision (benefit) for income taxes comprised of the following for the three months ended December 31, 2012 and 2011:


	12/31/2012			12/31/2011
Current
Federal	$	199,000		$	(53,100	)
State		(1,700	)		100

		197,300			(53,000	)

Deferred
Federal		299,600			165,900
State		87,500			54,300

		387,100			220,200

Total	$	584,400		$	167,200

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The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities as of December 31, 2012 and September 30, 2012 are presented below:


	12/31/2012			9/30/2012
Current deferred tax assets:
Accrued compensation	$	26,500		$	23,900
Deferred rent		29,900			35,900
Capital loss carryforward		110,400			—
State taxes		—			9,700
Charitable contribution carryover		61,900			96,200

Gross deferred tax assets		228,700			165,700
Less: Valuation Allowance		(110,400	)		—

Net deferred tax assets		118,300			165,700

Noncurrent deferred tax liabilities:
Net operating loss		7,400			44,800
Property and equipment		(5,400	)		(7,300	)
Management contracts		(4,869,100	)		(4,566,600	)

Total deferred tax liabilities		(4,867,100	)		(4,529,100	)

Net deferred tax liabilities	$	(4,748,800	)	$	(4,363,400	)

The Company files U.S. federal and state tax returns and has determined that its major tax jurisdictions are the United States and California. The tax years ended in 2008 through 2011 remain open and subject to examination by the appropriate governmental agencies in the U.S., and the 2005 through 2011 tax years remain open in California.

The Company’s effective tax rates for the three months ended December 31, 2012 and 2011, were 43.2% and 52.3%, respectively, and differ from the federal statutory rate of 34% for the following principal reasons:


	12/31/2012			12/31/2011
Federal tax at statutory rate		34.0	%		34.0	%
State tax at statutory rate		5.8			5.8
Permanent differences		0.2			12.5
Disallowed capital loss		3.2			—

Effective Tax Rate		43.2	%		52.3	%

The effective tax rate for the current period ended December 31, 2012 was abnormally high due to a valuation allowance on the capital loss carryforward created by the loss on the sale of the available for sale investment in the current quarter. The effective tax rate for the prior period ended December 31, 2011 was abnormally high due to a one-time revaluation of the Company’s state deferred tax liabilities to reflect a higher blended state tax rate.

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(6) Earnings per Share and Dividends per Share

Basic earnings per share are determined by dividing net earnings by the weighted average number of shares of common stock outstanding, while diluted earnings per share are determined by dividing net earnings by the weighted average number of shares of common stock outstanding adjusted for the dilutive effect of common stock equivalents.

There were 433,438 common stock equivalents, consisting of unexercised options, excluded from the per share calculation for the three months ended December 31, 2012 because they were anti-dilutive. There were 645,050 common stock equivalents, consisting of unexercised options and unvested restricted stock units (“RSUs”), excluded from the per share calculation for the three months ended December 31, 2011 because they were anti-dilutive.

A quarterly cash dividend of $0.03125 per share was paid on December 7, 2012 to shareholders of record as of November 15, 2012.

(7) Stock-Based Compensation

On May 2, 2001, the Company established an omnibus incentive plan (the Plan) providing for the issuance of options, stock appreciation rights, restricted stock, performance awards, and stock loans for the purpose of attracting and retaining executive officers and key employees. The maximum number of shares which may be issued under the Plan is 25% of the outstanding common stock of the Company, subject to adjustment by the compensation committee of the Board of Directors. The 25% limitation does not invalidate any awards made prior to a decrease in the number of outstanding shares, even though such awards have resulted or may result in shares constituting more than 25% of the outstanding shares being available for issuance under the Plan. Shares available under the Plan which are not awarded in one particular year may be awarded in subsequent years. The compensation committee of the Board of Directors has the authority to determine the awards granted under the Plan, including among other things, the individuals who receive the awards, the times when they receive them, vesting schedules, performance goals, whether an option is an incentive or nonqualified option and the number of shares to be subject to each award. However, no participant may receive options or stock appreciation rights under the Plan for an aggregate of more than 75,000 shares in any calendar year. The exercise price and term of each option or stock appreciation right is fixed by the compensation committee except that the exercise price for each stock option which is intended to qualify as an incentive stock option must be at least equal to the fair market value of the stock on the date of grant and the term of the option cannot exceed 10 years. In the case of an incentive stock option granted to a 10% shareholder, the exercise price must be at least 110% of the fair market value on the date of grant and cannot exceed five years. Incentive stock options may be granted only within ten years from the date of adoption of the Plan. The aggregate fair market value (determined at the time the option is granted) of shares with respect to which incentive stock options may be granted to any one individual, which stock options are exercisable for the first time during any calendar year, may not exceed $100,000. An optionee may, with the consent of the compensation committee, elect to pay for the shares to be received upon exercise of their options in cash or shares of common stock or any combination thereof.

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The exercise price of all options granted under the Plan was equal to the market price of the underlying common stock on the grant date and all options were granted and fully vested on the grant date. There were no options granted during the three months ended December 31, 2012 and 2011.

Under the Plan, participants may be granted RSUs, representing an unfunded, unsecured right to receive a Company common share on the date specified in the recipient’s award. The Company issues new shares for shares delivered for RSU recipients. The RSUs granted under the Plan vest over four years, at a rate of 25 percent per year. The Company recognizes compensation expense on a straight-line basis over the four-year vesting term of each award. There were no RSUs granted during the three months ended December 31, 2012 and 2011. RSU activity for the three months ended December 31, 2012 was as follows:


	Restricted Stock Unit Activity Three Months Ended December 31, 2012
	Number of Restricted Share Units			Weighted Avg. Fair Value Per Share at Each Date
Non-vested Balance at September 30, 2012		1,062		$	2.59
Granted		—			—
Vested (1)		(1,062	)		2.59
Forfeited		—			—

Non-vested Balance at December 31, 2012		—		$	—

(1)	The restricted stock units vested were partially vested (and expensed) in the prior fiscal year. There were 12,127 shares of common stock issued for restricted stock units vested (net of shares repurchased for tax withholding) in the three months ended December 31, 2012.

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Restricted Stock Unit Compensation Three Months Ended December 31, 2012
	(In Thousands)
Total expected compensation expense related to Restricted Stock Units	$	2,150
Compensation Expense recognized as of December 31, 2012		(2,150	)

Unrecognized compensation expense related to RSU’s at December 31, 2012	$	—

As of December 31, 2012, there was no RSU compensation expense related to non-vested awards not yet recognized.

(8) Commitments and Contingencies

The Company’s headquarters is located in leased office space under a single non-cancelable operating lease at 7250 Redwood Blvd., Suite 200, in Novato, California. There were no other commitments or contingencies as of December 31, 2012.

As of December 31, 2012, there were no material changes in the leasing arrangements that would have a significant effect on future minimum lease payments reported in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

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(9) Fair Value Measurements

The Company applies the FASB standard “Fair Value Measurements” for all financial assets and liabilities, which establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The standard defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” It also establishes a fair value hierarchy consisting of the following three “levels” that prioritize the inputs to the valuation techniques used to measure fair value:

•

Level 1 – quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

•

Level 2 – from other than quoted market prices that are observable for the asset or liability, either directly or indirectly (namely, similar assets or from markets that are not active).

•

Level 3 – unobservable and shall be used to measure fair value to the extent that observable inputs are not available (namely, reflecting an entity’s own assumptions).

Based on the definitions, the following table represents the Company’s assets categorized in the level 1 to 3 hierarchies as of December 31, 2012:


	Fair Value Measurements at Reporting Date (amounts in thousands)
	Level 1		Level 2		Level 3		Total
Money market fund deposits	$	3,764	$	—	$	—	$	3,764
Mutual fund investments		6		—		—		6

Total	$	3,770	$	—	$	—	$	3,770

Amounts included in:
Cash and cash equivalents	$	3,764	$	—	$	—	$	3,764
Investments in marketable securities		6		—		—		6

Total	$	3,770	$	—	$	—	$	3,770

(10) New Accounting Pronouncements

In February, 2012, the Financial Accounting Standards Board (“FASB”) issued amendments to Accounting Standards Update (ASU) No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRS.” The amendments change the wording used to describe the requirements in US GAAP for measuring fair value and for disclosing information about fair value requirements and are a result of the joint efforts by the FASB and the IASB to develop a single, converged fair value framework on how to measure fair value and what disclosures to provide about fair value measurements. The guidance provided by this update was effective for interim and annual periods beginning on or after December 15, 2011 (the first quarter of fiscal year 2012). The adoption of this standard did not impact the Company’s financial condition, results of operations or cash flows.

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In July, 2012, the Financial Accounting Standards Board (“FASB”) issued amendments to Accounting Standards Update (ASU) No. 2012-02 “Testing Indefinite-Lived Intangible Assets for Impairment.” The objective of the amendments are to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories. The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, “Intangibles—Goodwill and Other—General Intangibles Other than Goodwill.” The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Previously, an entity was required to test at least annually. The guidance provided by this update is effective for fiscal years beginning after September 15, 2012 (the Company’s fiscal year 2013). The standard was adopted October 1, 2012, and will allow the Company to forego its next annual impairment analysis if the more-likely-than-not threshold is met as of September 30, 2013, which would cause a reduction in the Company’s expenses.

There have been no significant changes in the Company’s critical accounting policies and estimates during the three months ended December 31, 2012 as compared to what was previously disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2012 as filed with the SEC on December 6, 2012.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Certain statements in this report are forward-looking within the meaning of the federal securities laws. Although management believes that the expectations reflected in the forward-looking statements are reasonable, future levels of activity, performance or achievements cannot be guaranteed. Additionally, management does not assume responsibility for the accuracy or completeness of these statements. There is no regulation requiring an update of any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations.

Our business activities are affected by many factors, including, without limitation, redemptions by mutual fund shareholders, general economic and financial conditions, movement of interest rates, competitive conditions, industry regulation, fluctuation in the stock market, and others, many of which are beyond the control of our management.

Statements regarding the following subjects are forward-looking by their nature:

•

our business strategy, including our ability to identify and complete future acquisitions;

•

market trends and risks;

•

our assumptions about changes in the market place, especially with the extreme volatility in the global and US financial markets;

•

our estimates for future performance;

•

our estimates regarding anticipated revenues and operating expenses; and

•

our ability to retain the mutual fund assets we currently manage.

Although we seek to maintain cost controls, a significant portion of our expenses are fixed and do not vary greatly. As a result, substantial fluctuations in our revenue can directly impact our net income from period to period.

Overview

We derive our operating revenue from investment advisory fees and shareholder servicing fees paid to us by the Hennessy Funds. These fees are calculated as a percentage of the average daily net assets in our mutual funds and vary from fund to fund. The fees we receive fluctuate with changes

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in the total net asset value of the assets in our mutual funds, which are affected by our investment performance, redemptions, completed purchases of the rights to manage mutual funds, market conditions and the success of our marketing efforts. Average assets under management were $2.46 billion and $777.1 million for the three months ended December 31, 2012 and 2011, respectively.

Total assets under management were $3.02 billion as of December 31, 2012. Our total assets under management have increased since December 31, 2011 due to our purchase of assets related to the management of the former FBR funds, which had approximately $2.2 billion in assets under management. The following table illustrates the changes in assets under management from December 31, 2011 through December 31, 2012:


	Assets Under Management At Each Quarter End, December 31, 2011 through December 31, 2012
	12/31/2011			3/31/2012			6/30/2012			9/30/2012			12/31/2012
	(In Thousands)
Beginning assets under management	$	749,310		$	780,950		$	814,944		$	821,406		$	919,262
Purchase of assets related to management of mutual funds		—			—			—			—			2,222,961
Organic inflows		32,172			28,167			80,366			78,949			156,362
Redemptions		(64,137	)		(75,389	)		(40,382	)		(55,354	)		(287,467	)
Market appreciation (depreciation)		63,605			81,216			(33,522	)		74,261			12,950

Ending assets under management	$	780,950		$	814,944		$	821,406		$	919,262		$	3,024,068

The principal asset on our balance sheet, management contracts, represents the capitalized costs incurred in connection with the purchase of assets related to management of mutual funds. As of December 31, 2012, this asset had a net balance of $42.5 million.

The principal liability on our balance sheet is the bank debt incurred in connection with the purchase of assets related to management of mutual funds. As of December 31, 2012, this liability had a balance of $18.2 million.

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Results of Operations

The following table displays items in the statements of income and comprehensive income as dollar amounts and as percentages of total revenue for the three months ended December 31, 2012 and 2011:


	Three Months Ended December 31,
			2012			2011
	(In thousands, except percentages)
	Amounts		Percent of Total Revenue			Amounts			Percent of Total Revenue
Revenue:
Investment advisory fees	$	4,489		95.4	%	$	1,530			89.1	%
Shareholder service fees		214		4.6			187			10.9

Total revenue		4,703		100.0			1,717			100.0

Operating expenses:
Compensation and benefits		1,412		30.0			534			31.1
General and administrative		674		14.3			548			31.9
Mutual fund distribution		268		5.7			142			8.3
Sub-advisor fees		711		15.1			140			8.2
Amortization and depreciation		38		0.9			21			1.2

Total operating expenses		3,103		66.0			1,385			80.7

Operating income		1,600		34.0			332			19.3

Interest expense		138		2.9			14			0.8
Other income		110		2.4			(1	)		(0.1	)

Income before income tax expense		1,352		28.7			319			18.6

Income tax expense		584		12.4			167			9.7

Net income	$	768		16.3	%	$	152			8.9	%

Revenues : Total revenue increased 173.9% to $4.7 million in the three months ended December 31, 2012, due to increased average assets under management. Investment advisory fees increased 193.4% to $4.5 million in the three months ended December 31, 2012, and shareholder servicing fees increased 14.4% to $0.2 million in the three months ended December 31, 2012. The increase in investment advisory fees is due to increased average daily net assets in our mutual funds. However, not all of the Hennessy Funds earn shareholder servicing fees. The increase in shareholder servicing fees is due to increased average daily net assets in our mutual funds that earn shareholder servicing fees.

Average daily net assets in our mutual funds for the three months ended December 31, 2012 increased by $1.7 billion, or 216.3%, to $2.46 billion from $777.1 million in the prior comparable period. The increase is attributable to the purchase of assets related to the management of the former FBR Funds, which had approximately $2.2 billion in assets under management. The increase is partly offset by net outflows of $114.5 million. The largest net outflows were from the Hennessy Focus Fund ($33.7 million) and the Hennessy Gas Utility Index Fund ($21.0 million).

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About 22.8%, or $559.3 million, of the total average daily net assets for the period are concentrated in the Hennessy Focus Fund, which generates revenue at a rate of 0.90% of daily average assets. However, the Company pays a sub-advisor fee of 0.29% of average daily net assets of the Hennessy Focus Fund, which reduces the net impact to the Company’s financial operations. The second largest concentration of average daily net assets, at 20.9%, or $513.7 million, is in the Hennessy Gas Utility Index Fund, which generates revenue at a rate of 0.40% of daily average assets.

Total net assets in our mutual funds increased by $2.24 billion, or 287.2%, as of December 31, 2012, from $781.0 million as of the end of the prior comparable period to $3.02 billion as of December 31, 2012. The $2.24 billion increase in net mutual fund assets is attributable to the purchase of assets related to the management of the former FBR Funds, which had approximately $2.2 billion in assets under management. Redemptions as a percentage of assets under management increased from an average of 2.7% per month to 4.0% per month during the same period due to increased outflows.

The net outflows are due to investors remaining apprehensive of the equity markets. Despite investor fear, there has been market appreciation since the prior comparable period.

Redemptions from the funds were due, among other factors, to the following:

Although the economic environment remains turbulent, we are finally seeing investors slowly returning to the equity markets. For the year ended December 31, 2012, every one of our sixteen Hennessy Funds had positive returns, which has encouraged inflows.

There is continued political and economic uncertainty due to: continued unemployment, struggling housing markets, rising US debt and continued volatility in Europe, among other things. However, Americans have poured record amounts into their savings, despite interest rates being at record lows. Also, the U.S. Government is beginning to provide clarity, and we believe this will allow a sustained recovery to begin in earnest.

We offer two sub-advised funds that are invested in the Japanese equity market. These funds experienced outflows as Japan recovered from the earthquake and tsunami of March, 2011. However, we continue to believe in the resiliency and aptitude of the Japanese people and of Japanese companies, and investors have shown they agree. The Hennessy Japan Small Cap Fund experienced net inflows of almost $6 million in the quarter ended December 31, 2012.

The market appreciation was due, among other factors, to the following:

This year ended December 31, 2012, the financial markets showed great resiliency despite the consistently negative news that drive consumer and investor fear. We are finally seeing indications that the confidence of the individual investor is returning, and there is nothing like positive returns to convince even the greatest market bears to invest in the US equity markets.

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The fundamentals continue to support viable markets: Price to Sales, Price to Earnings, Price to Book, and Price to Cash Flow ratios are below their historical averages, and corporate profits were at an all-time high during the fiscal year, with companies sitting on over $2 trillion in cash on their balance sheets. If investors stay the course and focus on the fundamentals, we expect to see the success in the stock market continue.

The Company has contractual expense ratio limitations for the following Funds:


Fund	Expense Ratio Limitation (as a % of fund assets)			Expenses Waived for the 3-months ended 12/31/2012 (in $)
*Investor Class Shares*
Hennessy Large Cap Financial Fund*		1.95	%	$	—
Hennessy Small Cap Financial Fund*		1.95	%		—
Hennessy Technology Fund*		1.95	%		8,906
Hennessy Focus Fund*		1.95	%		—
Hennessy Gas Utility Index Fund*		0.80	%		—
Hennessy Equity and Income Fund*		1.08	%		—
Hennessy Core Bond Fund*		1.05	%		2,512
*Institutional Class Shares*
Hennessy Cornerstone Growth Fund		0.98	%		—
Hennessy Cornerstone Mid Cap 30 Fund		0.98	%		—
Hennessy Cornerstone Value Fund		0.98	%		—
Hennessy Cornerstone Large Growth Fund		0.98	%		—
Hennessy Large Value Fund		0.98	%		—
Hennessy Small Cap Financial Fund*		1.70	%		—
Hennessy Technology Fund*		1.70	%		1,564
Hennessy Focus Fund*		1.70	%		—
Hennessy Equity and Income Fund*		1.08	%		—
Hennessy Core Bond Fund*		1.05	%		7,760

Total				$	20,743

*	Expense ratio limitations expire on February 28, 2015.

The Company does not normally waive fees (other than for contractual expense ratio limitations), nor does it anticipate waiving fees, on a voluntary basis.

Operating Expenses : Total operating expenses increased 124.0% to $3.1 million in the three months ended December 31, 2012, from $1.4 million in the prior comparable period. The increase is due to increases in all expense categories. As a percentage of total revenue, total operating expenses decreased 14.7% to 66.0% in the three months ended December 31, 2012, as compared to 80.7% in the prior comparable period.

Compensation and Benefits : Compensation and benefits increased 164.4% to $1.4 million in the three months ended December 31, 2012, from $0.5 million in the prior comparable period. The increase is primarily due to new employees hired to manage mutual funds and increase our sales and marketing efforts. As a percentage of total revenue, compensation and benefits decreased 1.1% to 30.0% for the three months ended December 31, 2012, compared to 31.1% in the prior comparable period.

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General and Administrative Expenses : General and administrative expense increased 23.0% to $0.7 million in the three months ended December 31, 2012, from $0.5 million in the prior comparable period. The increase resulted primarily from an increase in marketing, sales and distribution efforts in the current period. As a percentage of total revenue, general and administrative expense decreased 17.6% to 14.3% in the three months ended December 31, 2012, from 31.9% in the prior comparable period.

Mutual Fund Distribution Expenses : Distribution expense increased 88.7% to $0.3 million in the three months ended December 31, 2012, from $0.1 million in the prior comparable period. As a percentage of total revenue, distribution expense decreased 2.6% to 5.7% for the three months ended December 31, 2012, compared to 8.3% in the prior comparable period.

The mutual fund distribution expense consists of fees paid for our mutual funds to be offered on various financial “platforms.” The platforms allow consumers to purchase shares from numerous mutual fund companies through a single location, which provides those customers with a single statement of investments and a single source for mutual fund information and customer service. When our funds are purchased through one of these platforms, such as Charles Schwab, Fidelity, TD Ameritrade or Morgan Stanley Smith Barney, the platform typically charges us an asset based fee which is recorded in “mutual fund distribution expense” in our statement of operations. The fees increase or decrease in line with the value of the funds held on the platforms, which can be affected by inflows, outflows and market performance.

The increased costs in the current period are due to an increase in the value of average assets held through mutual fund platforms such as Charles Schwab, Fidelity and TD Ameritrade. For the three months ended December 31, 2012, the value of the mutual funds held on Charles Schwab (the platform to which we pay half of our total mutual fund distribution fees) increased by about 68% from the prior comparable period.

The incremental assets purchased through the mutual fund platforms are not as profitable as those purchased in direct shareholder accounts due to the participation fees paid on assets held in the various mutual fund platforms. All of our funds are impacted by activity on the financial platforms as they are all available on several platforms.

Sub-advisor Fee Expense : Sub-advisor fee expense increased 407.9% to $0.7 million in the three months ended December 31, 2012, from $0.1 million in the prior comparable period. The increase is a result of the addition of three new sub-advised funds in the current period: the Hennessy Focus Fund, the Hennessy Core Bond Fund and the Hennessy Equity and Income Fund. As a percentage of total revenue, sub-advisor fee expense increased 6.9% to 15.1% for the three months ended December 31, 2012, compared to 8.2% in the prior comparable period.

Amortization and Depreciation Expense : Amortization and depreciation increased 81.0% to $0.04 million in the three months ended December 31, 2012, from $0.02 million in the prior comparable period. As a percentage of total revenue, amortization and depreciation expense decreased 0.3% to 0.9% for the three months ended December 31, 2012, compared to 1.2% in the prior comparable period.

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Interest Expense : Interest expense increased by 885.7% from the prior comparable period due to a loan amendment adding a net amount of $15.9 million to the principal loan balance since the prior comparable period. As a percentage of total revenue, interest expense increased 2.1% to 2.9% for the three months ended December 31, 2012, compared to 0.8% in the prior comparable period.

Other Income or Expense : Other income or expense increased 11,100% to an expense of $0.1 million from the prior comparable period income of $.001 million. The increased expense is due to the realized loss of $0.1 million on the sale of the available for sale investment on December 14, 2012. As a percentage of total revenue, other expense increased 2.5% to 2.4% for the three months ended December 31, 2012, compared to -0.1% in the prior comparable period.

Income Taxes : The provision for income taxes increased 249.7% to $0.6 million in the three months ended December 31, 2012, from $0.2 million in the prior comparable period. The change is due to increased income before income tax expense in the current period, as well as a valuation allowance on the capital loss carryforward in the current period.

Net Income : Net income increased by 405.3% to a net income of $0.8 million in the three months ended December 31, 2012, from $0.2 million in the prior comparable period, as a result of the factors discussed above.

Critical Accounting Policies

Accounting policies, methods, and estimates are an integral part of the financial statements prepared by management and are based upon management’s current judgments. Those judgments are normally based on knowledge and experience with regard to past and current events and assumptions about future events. Certain accounting policies, methods, and estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ markedly from management’s current judgment.

Our operating revenues consist of contractual management and shareholder servicing fees. We earn our management fees principally through portfolio management of our mutual funds, and we earn our shareholder servicing fees by assisting customers in purchases, sales, distribution and customer service. The revenues are earned and calculated daily by our fund accountant. In accordance with the FASB guidance on revenue recognition, the fees are recognized monthly by the Company. Our contractual agreements provide persuasive evidence that an arrangement exists with fixed and determinable fees, and the services are rendered daily. The collectability is probable as the fees are received from our fund accountant in the month subsequent to the month in which the services are provided.

The management agreements acquired by the Company are considered intangible assets with an indefinite life. In June 2001, the Financial Accounting Standards Board issued the FASB guidance “Intangibles—Goodwill and Other.” It states that goodwill and intangible assets with indefinite useful lives are not amortized, but are tested at least annually for impairment. We fully implemented the provisions of the FASB guidance on

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October 1, 2002, at which time we ceased amortization of these intangible assets. Impairment analysis is conducted quarterly and coincides with our quarterly and annual financial reporting.

In conducting the impairment analysis, the future revenues are calculated as a percent of assets under management based on our existing management agreements with the Hennessy Funds. The future expenses are based on projections of our current expenses, adjusted for changes in the assets under management. For example, variable expenses such as platform fees and sub-advisor fees grow in direct proportion with our assets under management. Other semi-variable expenses, such as office rent and professional services, grow at a rate slower than the growth in assets under management. Specifically, the projected revenues and expenses are based on assumptions about the growth of our assets under management. Since our management contracts have an indefinite life, the projections of revenues and expenses in theory are calculated into perpetuity. The actual values, however, were calculated over the future 15 years, and the value developed for the periods beyond the 15 year forecast is reflected in the terminal value calculation. Ultimately, growth rates of equities over the long-term were used in estimating future rates, primarily based on the consistent tendency of returns to center about the 11% range, as evidenced by annual S&P returns from 1928 to 2011. In addition, studies have concluded that in general, flows into various mutual fund groups are highly correlated with market performance, which suggests the Hennessy Funds will average reasonable inflows over the future 15 years in response to market appreciation.

We engaged an independent valuation firm and measured the fair value of the management contracts by incorporating our estimates and assumptions into a projection of future revenues, based in part upon estimates of assets under management growth and client attrition, and expenses. Based on the analysis, we concluded that projected revenues exceed projected expenses by an amount that is greater than the current carrying value of the management contracts. We therefore concluded that the management contract assets are not impaired as of September 30, 2012. We continually evaluate whether events or circumstances have occurred that indicate the management contracts may be impaired. If future valuations in the marketplace decline, the valuation of management agreements acquired may become impaired and net earnings would be negatively impacted by the resulting impairment adjustment. As of December 31, 2012, no events or circumstances occurred that indicated potential impairment of the management contracts.

The costs related to the Company’s purchase of assets related to the management of mutual funds are capitalized as incurred. The costs are defined as an ‘intangible asset’ per FASB standard “Intangibles – Goodwill and Other.” The acquisition costs include legal fees, fees for soliciting shareholder approval and percent of asset costs. The amounts are included in the management contract asset totaling $42.5 million as of December 31, 2012.

Significant Estimate

In accordance with the Asset Purchase Agreement, the Company has a possible subsequent payment due upon the first anniversary of closing constituting the remaining forty percent of the purchase price. The subsequent forty percent payment will be calculated on total assets under management related to the Asset Purchase Agreement as of October 25, 2013, which is an unknown number. The Company does not have sufficient information to book a best estimate for the subsequent payment. We are therefore booking zero contingent liability as of December 31, 2012, and will revisit this estimate quarterly.

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Liquidity and Capital Resources

We continually review our capital requirements to ensure that we have sufficient funding available to support our growth strategies. Management anticipates that cash and other liquid assets on hand as of December 31, 2012 will be sufficient to meet our short-term capital requirements. To the extent that liquid resources and cash provided by operations are not adequate to meet long-term capital requirements, such as a possible subsequent payment on the purchase of assets related to management of the former FBR Funds, management plans to raise additional capital through debt or equity markets. There can be no assurance that we will be able to borrow funds or raise additional equity.

Total assets under management as of December 31, 2012 were $3.02 billion, which was an increase of $2.1 billion, or 229.0%, from September 30, 2012. The primary source of our revenue, liquidity and cash flow are our fees, which are based on and generated by our average assets under management. Fixed assets and management agreements purchased totaled $42.7 million as of December 31, 2012. Our remaining assets are very liquid, consisting primarily of cash and receivables derived from mutual fund asset management activities. As of December 31, 2012, we had cash and cash equivalents of $4.9 million.

The following table summarizes key financial data relating to our liquidity and use of cash for the three months ended December 31, 2012 and 2011:


	For the Three Months Ended December 31, (unaudited, in thousands)
	2012			2011
Cash flow data:
Operating cash flows	$	(115	)	$	(176	)
Investing cash flows		(19,603	)		(53	)
Financing cash flows		15,915			(300	)

Net decrease in cash and cash equivalents	$	(3,803	)	$	(529	)

The decrease in cash used in operating activities of $0.06 million is due to the effects of the purchase of assets related to the management agreements of mutual funds which increased: net income, accounts receivables and income taxes payable from the prior comparable period.

The increase in cash used in investing activities is due to $19.9 million related to the purchase of assets related to the management of the former FBR Funds, partly offset by the proceeds related to the liquidation of the available for sale investment.

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The increase in cash provided by financing activities is due to a loan amendment to purchase assets related to the management of the former FBR Funds and a decrease in dividends paid in the current period.

Our Bank Loan: We have an outstanding bank loan with U.S. Bank National Association. On October 26, 2012, the $1.9 million loan was amended to provide an additional $16.3 million to purchase the assets related to the management of the former FBR funds and an additional $0.2 million in loan fees for a new balance of $18.4 million. The loan agreement requires fifty-nine (59) monthly payments in the amount of $153,333 plus interest at the bank’s prime rate (currently 3.25%, in effect since December 17, 2008) plus 0.75% (effective interest rate of 4.00%) and is secured by the Company’s assets. The final installment of the then outstanding principal and its interest are due October 26, 2017. The loan agreement includes certain reporting requirements and loan covenants requiring the maintenance of certain financial ratios. We are in compliance with our loan covenants as of December 31, 2012. As of December 31, 2012, we have $18.2 million currently outstanding under our bank loan.

Item 4. Controls and Procedures

An evaluation was performed by management of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of December 31, 2012. Based on that evaluation, management, including the Company’s principal executive and principal financial officers, concluded that the Company’s disclosure controls and procedures are effective.

There has been no change in the internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

We purchased shares underlying vested RSU’s from employees to provide withholding and tax payments on behalf of our employees. The stock repurchases are presented in the following table for the three months ended December 31, 2012:


Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (3)		Maximum number of shares that may yet be purchased under the plans or programs (3)
	(a)		(b)		(c)		(d)
On the vesting dates of October 1-31, 2012		0	$	0.00		0		908,807
On the vesting dates of November 1-30, 2012(1)		223	$	2.60		0		908,807
On the vesting dates of December 1-31, 2012		0	$	0.00		0		908,807

Total (2)		223	$	2.60		0		908,807

(1)

The shares repurchased on November 1, 2012 were repurchased, according to the employee’s instructions, to pay for tax expense and withholding on the compensation recognized for vested RSU’s, granted on November 1, 2008, and were not purchased pursuant to the stock buyback program described below. Withholding requirements are at statutory rates.

(2)	The total shares repurchased were purchased at a weighted average price of $2.60 share.

(3)

The share repurchases related to the RSUs were not completed pursuant to a plan or program, and are therefore not subject to a maximum per a plan or program. The Company has adopted a stock buyback program which it announced August 5, 2010. Pursuant to the program, the Company is authorized to purchase a maximum of 1,000,000 shares. The program has no expiration date.

Item 6.

Exhibits


10.1		Investment Advisory Agreement between Hennessy Advisors, Inc. and Hennessy Funds Trust.

10.2		Sub-Advisory Agreement between Hennessy Advisors, Inc. and Broadrun Investment Management, LLC.

10.3		Sub-Advisory Agreement between Hennessy Advisors, Inc. and The London Company.

10.4		Sub-Advisory Agreement between Hennessy Advisors, Inc. and Financial Counselors, Inc.

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10.5		Sub-Advisory Agreement between Hennessy Advisors, Inc. and Financial Counselors, Inc.

31.1		Rule 13a-14a Certification of the Chief Executive Officer

31.2		Rule 13a-14a Certification of the Chief Financial Officer

32.1		Written Statement of the Chief Executive Officer, Pursuant to 18 U.S.C. § 1350

32.2		Written Statement of the Chief Financial Officer, Pursuant to 18 U.S.C. § 1350

101 *		Financial statements from the Quarterly Report on Form 10-Q of Hennessy Advisors, Inc. for the quarter ended December 31, 2012, filed on January 17, 2013, formatted in XBRL: (i) the Condensed Statements of Income and Comprehensive Income; (ii) the Condensed Balance Sheets; (iii) the Condensed Statements of Changes in Stockholders’ Equity; (iv) the Condensed Statements of Cash Flows; and (v) the Notes to Unaudited Condensed Financial Statements.

In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

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EXHIBIT INDEX


10.1		Investment Advisory Agreement between Hennessy Advisors, Inc. and Hennessy Funds Trust.

10.2		Sub-Advisory Agreement between Hennessy Advisors, Inc. and Broadrun Investment Management, LLC.

10.3		Sub-Advisory Agreement between Hennessy Advisors, Inc. and The London Company.

10.4		Sub-Advisory Agreement between Hennessy Advisors, Inc. and Financial Counselors, Inc.

10.5		Sub-Advisory Agreement between Hennessy Advisors, Inc. and Financial Counselors, Inc.

31.1		Rule 13a-14a Certification of the Chief Executive Officer

31.2		Rule 13a-14a Certification of the Chief Financial Officer

32.1		Written Statement of the Chief Executive Officer, Pursuant to 18 U.S.C. § 1350

32.2		Written Statement of the Chief Financial Officer, Pursuant to 18 U.S.C. § 1350

101 *		Financial statements from the Quarterly Report on Form 10-Q of Hennessy Advisors, Inc. for the quarter ended December 31, 2012, filed on January 17, 2013, formatted in XBRL: (i) the Condensed Statements of Income and Comprehensive Income; (ii) the Condensed Balance Sheets; (iii) the Condensed Statements of Changes in Stockholders’ Equity; (iv) the Condensed Statements of Cash Flows; and (v) the Notes to Unaudited Condensed Financial Statements.

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Exhibit 10.1

INVESTMENT ADVISORY AGREEMENT

THIS INVESTMENT ADVISORY AGREEMENT (this “ Agreement ”) is made this 25 ^th day of October, 2012 between Hennessy Funds Trust, a Delaware statutory trust (the “ Trust ”), on behalf of each of its investment series set forth on Schedule A hereto as it may be amended from time to time (hereinafter referred to each as a “ Fund ” and together as the “ Funds ”), and Hennessy Advisors, Inc., a California corporation (the “ Adviser ”).

RECITALS

WHEREAS , the Trust is registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the “ Act ”), as an open-end management investment company; and

WHEREAS , the Trust desires to retain the Adviser, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended, as the investment adviser to the Funds.

AGREEMENT

NOW , THEREFORE , the Trust and the Adviser do mutually promise and agree as follows:

Employment . The Trust hereby employs the Adviser to manage the investment and reinvestment of the assets of each Fund for the period and on the terms set forth in this Agreement. The Adviser hereby accepts such employment for the compensation herein provided and agrees during such period to render the services and to assume the obligations herein set forth.

Authority of the Adviser . The Adviser shall supervise and manage the investment portfolio of each Fund, and, subject to such policies as the trustees of the Trust may determine, direct the purchase and sale of investment securities in the day to day management of each Fund. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or any Fund in any way or otherwise be deemed an agent of the Trust or any Fund. However, one or more shareholders, officers, directors or employees of the Adviser may serve as trustees and/or officers of the Trust, but without compensation or reimbursement of expenses for such services from the Trust. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Trust Instrument, as it may be amended from time to time, or any applicable statute or regulation, or to relieve or deprive the trustees of the Trust of their responsibility for, and control of, the affairs of the Trust.

Use of Sub-Advisers . All services to be furnished by the Adviser under this Agreement may be furnished through the medium of any managers, officers or employees of the Adviser or through such other parties (including, without limitation, a sub-adviser) as the Adviser may determine from time to time. Each sub-advisory agreement may provide that the applicable sub-adviser, subject to the control and supervision of the Trust’s Board of Trustees and the Adviser, shall have full investment discretion for the applicable Fund, shall make all determinations with respect to the investment of such Fund’s assets assigned to it and the purchase and sale of portfolio securities with those assets, and shall take such steps as may be necessary to implement its investment decisions. Any delegation of duties pursuant to this paragraph shall comply with any applicable provisions of Section 15 of the Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. The Adviser shall not be responsible or liable for the investment merits of any decision by a sub-adviser to purchase, hold or sell a security for the applicable Fund’s portfolio; provided, however, that this provision shall not limit the Adviser’s obligation as a fiduciary to supervise each Fund’s investment program and the activities of sub-advisers.

Expenses . The Adviser, at its own expense and without reimbursement from the Trust or any Fund, shall furnish office space, and all necessary office facilities, equipment and executive personnel for managing the investments of each Fund. The Adviser shall not be required to pay any expenses of a Fund unless specifically stated herein. The expenses of each Fund’s operations borne by the Fund include by way of illustration and not limitation, trustees’ fee paid to those trustees who are not interested trustees under the Act; the costs of preparing and printing its registration statements required under the Securities Act of 1933, as amended, and the Act (and amendments thereto); the expense of registering its shares with the Securities and Exchange Commission and in the various states; the printing and distribution cost of prospectuses mailed to existing shareholders; the cost of trustee and officer liability insurance, reports to shareholders, reports to government authorities and proxy statements; interest charges; taxes; legal expenses; salaries of personnel specifically employed or engaged by the Trust and approved by the Trust’s Board of Trustees (including, but not limited to, the Trust’s Chief Compliance Officer); association membership dues; auditing, accounting and tax services; insurance premiums; brokerage and other costs incurred in connection with the purchase and sale of securities; fees and expenses of the custodian of the Fund’s assets; shareholder servicing fees; expenses of calculating the net asset value and repurchasing and redeeming shares; charges and expenses of dividend disbursing agents, registrars and stock transfer agents, fund administrators and fund accountants; and the cost of keeping all necessary shareholder records and accounts.

Compensation of the Adviser . For the services and facilities to be rendered, the Trust through each Fund shall pay to the Adviser an advisory fee, paid monthly, based on the average daily net assets of the Fund, as determined by valuations made as of the close of each business day of the month. The advisory fee payable by each Fund is set forth on Schedule A hereto. For any month in which this Agreement is not in effect for the entire month, such fee shall be reduced proportionately on the basis of the number of calendar days during which it is in effect and the fee computed upon the average daily net assets of the business days during which it is so in effect.

Ownership of Shares of the Funds . The Adviser shall not take, and shall not permit any of its shareholders, officers, directors or employees to take, a long or short position in the shares of a Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase.

Exclusivity . The services of the Adviser to the Trust hereunder are not to be deemed exclusive and the Adviser shall be free to furnish similar services to others as long as the services hereunder are not impaired thereby. Although the Adviser has permitted and is permitting the Trust and one or more Funds to use the name “Hennessy,” it is understood and agreed that the Adviser reserves the right to use and to permit other persons, firms or corporations, including investment

companies, to use such name, and that the Trust and the Funds will not use such name if the Adviser ceases to be each Fund’s sole investment adviser (not including any sub-advisers engaged pursuant to Paragraph 3). During the period that this Agreement is in effect, the Adviser shall be each Fund’s sole investment adviser (not including any sub-advisers engaged pursuant to Paragraph 3).

Liability . In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Funds or to any shareholder of the Funds for any act or omission in the course of, or connected with, rendering services hereunder, including any losses that may be sustained in the purchase, holding or sale of any security.

Indemnification . The Adviser agrees to indemnify each Fund with respect to any loss, liability, judgment, cost or penalty which the Fund may directly or indirectly suffer or incur as a result of a material breach by the Adviser of its standard of care set forth in Paragraph 8. The Trust, on behalf of each Fund, agrees to indemnify the Adviser with respect to any loss, liability, judgment, cost or penalty which the Adviser may directly or indirectly suffer or incur in any way arising out of the performance of its duties under this Agreement, except to the extent that such loss, liability, judgment, cost or penalty was a result of a material breach by the Adviser of its standard of care set forth in Paragraph 8.

10.

Brokerage Commissions . The Adviser, subject to the control and direction of the trustees of the Trust, shall have authority and discretion to select brokers and dealers to execute portfolio transactions for each Fund and for the selection of the markets on or in which the transactions will be executed. The Adviser may cause each Fund to pay a broker-dealer which provides brokerage or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “ Exchange Act ”), to the Adviser a commission for effecting a securities transaction in excess of the amount another broker-dealer would have charged for effecting such transaction, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of brokerage and research services provided by the executing broker-dealer viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the accounts as to which the Adviser exercises investment discretion (as defined in Section 3(a)(35) of the Exchange Act). The Adviser shall provide such reports as the trustees of the Trust may reasonably request with respect to each Fund’s brokerage commissions, the manner in which that brokerage was allocated and brokerage and research services received.

11.

Code of Ethics . The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and has provided the Trust with a copy of the code of ethics and evidence of its adoption. Upon written request of the Trust, the Adviser shall permit the Trust to examine any reports required to be made by the Adviser pursuant to Rule 17j-1 under the Act, to the extent such reports are not required, pursuant to Rule 17j-1, to be made to the Trust.

12.

Amendments . This Agreement may be amended by the mutual consent of the parties; provided, however, that in no event may it be amended without the approval of the trustees of the Trust in the manner required by the Act, and, if required by the Act, by the vote of the majority of the outstanding voting securities of the affected Fund, as defined in the Act.

13.

Termination . This Agreement may be terminated at any time with respect to a Fund, without the payment of any penalty, by the trustees of the Trust or by a vote of the majority of the outstanding voting securities of that Fund, as defined in the Act, upon giving sixty (60) days’ written notice to the Adviser. This Agreement may be terminated by the Adviser at any time upon the giving of sixty (60) days’ written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment (as defined in Section 2(a)(4) of the Act). Subject to prior termination as hereinbefore provided, this Agreement shall continue in effect for two (2) years from the date hereof and indefinitely thereafter, but only so long as the continuance after such two (2) year period is specifically approved annually by (i) the trustees of the Trust or by the vote of the majority of the outstanding voting securities of each Fund, as defined in the Act, and (ii) the trustees of the Trust in the manner required by the Act, provided that any such approval may be made effective not more than sixty (60) days thereafter.

14.

Obligations of the Trust . The name “Hennessy Funds Trust” and references to the trustees of Hennessy Funds Trust refer respectively to the Trust created and the trustees, as trustees but not individually or personally, acting from time to time under a Trust Instrument dated as of September 16, 1992, as amended, which is hereby referred to and a copy of which is on file with the Secretary of the State of Delaware. The obligations of Hennessy Funds Trust entered into in the name or on behalf thereof by any of the trustees, representatives or agents of the Trust are made not individually, but in such capacities, and are not binding upon any of the trustees, shareholders, or representatives of the Trust personally, but bind only the Trust property, and all persons dealing with any class of shares of the Trust must look solely to the Trust property belonging to such class for the enforcement of any claims against the Trust.

(Signature page follows.)

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed on the day first above written.


		HENNESSY ADVISORS, INC.

By:		/s/ Neil J. Hennessy
		Neil J. Hennessy
		President and Chief Executive Officer

		HENNESSY FUNDS TRUST

By:		/s/ Neil J. Hennessy
		Neil J. Hennessy
		President

SCHEDULE A

(October 25, 2012)


Name of Fund	Compensation (as a % of average daily net assets)
Hennessy Focus Fund		0.90	%
Hennessy Large Cap Financial Fund		0.90	%
Hennessy Small Cap Financial Fund		0.90	%
Hennessy Technology Fund		0.90	%
Hennessy Gas Utility Index Fund		0.40	%
Hennessy Equity and Income Fund		0.80	%
Hennessy Core Bond Fund		0.80	%

Exhibit 10.2

SUB-ADVISORY AGREEMENT

This Sub-Advisory Agreement is made as of the 25 ^th day of October, 2012, by and between Hennessy Advisors, Inc. (the “Adviser”) and Broad Run Investment Management, LLC (the “Sub-Adviser”).

WHEREAS , pursuant to an Investment Advisory Agreement (the “Advisory Agreement”) entered into between the Adviser and Hennessy Funds Trust, a Delaware statutory trust organized as an open-end management investment company (the “Trust”), which has filed a registration statement (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, as amended (the “1933 Act”), the Adviser serves as investment adviser to the Trust; and

WHEREAS , the Trust is comprised of multiple investment portfolios, one of which is the Hennessy Focus Fund (the “Fund”); and

WHEREAS , the Adviser desires to avail itself of the services, information, advice, assistance and facilities of an investment adviser experienced in the management of a portfolio of securities to assist the Adviser in performing services for the Fund; and

WHEREAS , the Sub-Adviser represents that it has the legal power and authority to perform the services contemplated hereunder without violation of applicable law (including the Investment Advisers Act of 1940, as amended), and desires to provide such services to the Trust and the Adviser.

NOW , THEREFORE , in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:

1. Appointment of the Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to provide a continuous investment program for the Fund, with full investment discretion and authority, subject to such written instructions and supervision as the Adviser may from time to time furnish. The Sub-Adviser hereby accepts such appointment and agrees to render the services and to assume the obligations herein set forth for the compensation herein provided. The Sub-Adviser will provide the services under this Agreement with respect to the Fund in accordance with the Fund’s investment objective, policies and applicable restrictions as stated in the Fund’s most recent Prospectus and Statement of Additional Information and as the same may, from time to time, be supplemented or amended and in resolutions of the Trust’s Board of Trustees, as provided to the Sub-Adviser by the Adviser. The Adviser agrees to furnish to the Sub-Adviser from time to time copies of all Prospectuses and Statements of Additional Information and of all amendments of, or supplements to, such Prospectuses and Statements of Additional Information and of all resolutions of the Trust’s Board of Trustees applicable to the Sub-Adviser’s services hereunder. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Adviser, the Fund or the Trust in any way.

2. Sub-Advisory Services. Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Fund, including investment research and management with respect to securities and investments, including cash and cash equivalents in the Fund, and will determine from time to time

what securities and other investments will be purchased, retained or sold by and within the Fund. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Sub-Adviser shall at no time have custody or physical control of any of the assets of the Fund. The Adviser will instruct the Trust’s Custodian to forward promptly to the Sub-Adviser proxy and other materials relating to the exercise of such shareholder rights and the Sub-Adviser will determine from time to time, in its discretion, the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund’s investments should be exercised.

In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:

(a)

use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;

(b)

conform with all applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any government authority pertaining to the investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time;

(c)

not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;

(d)

place orders pursuant to investment determinations for the Fund either directly with the issuer or with an underwriter, market maker or broker or dealer. In placing orders, the Sub-Adviser will use its reasonable best efforts to obtain best execution of such orders. Consistent with this obligation, the Sub-Adviser may, to the extent permitted by law, effect portfolio securities transactions through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Fund and/or other accounts over which the Sub-Adviser exercises investment discretion. Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect

to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other customers, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more customers in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other customers;

(e)

maintain all necessary or appropriate records with respect to the Fund’s securities transactions implemented by the Sub-Adviser in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (a) of the 1940 Act, and will furnish the Trust’s Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may request;

(f)

treat confidentially and as proprietary information of the Adviser and the Trust all records and other information relative to the Adviser and the Trust and prior, present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except that subject to prompt notification to the Trust and the Adviser, the Sub-Adviser may divulge such information to its independent auditors and regulatory authorities, or when so requested by the Adviser and the Trust; provided, however, that nothing contained in this Agreement shall prohibit the Sub-Adviser or any of its principals from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Fund; (2) including the Adviser and Trust or Fund on its general list of disc losable clients; (3) using the name of the Fund, the FBR Focus Fund (“Predecessor Fund”), the Adviser, or FBR Fund Advisers (“Predecessor Adviser”) in biographical descriptions of the Sub-Adviser or its principals; (4) using or presenting the investment performance of the Fund and/or the Predecessor Fund in advertising materials or other communications describing the Sub-Adviser’s or its principals’ composite performance record (“Composite Performance Materials”); or (5) using records and information that are publicly available;

(g)

maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the

Fund, the Sub-Adviser’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and

(h)

render, upon reasonable request of the Adviser or the Trust’s Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser’s activities on behalf of the Fund.

3. Expenses. During the term of this Agreement, the Sub-Adviser will pay its own expenses incurred by it in performing its services under this Agreement, unless otherwise agreed to by the parties. The Sub-Adviser shall not be liable for any expenses of the Adviser or the Trust, including without limitation (a) their interest and taxes, (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments with respect to the Fund and (c) custodian fees and expenses.

4. Records. (a) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records, if any, which it maintains for the Fund are the property of the Fund and further agrees to provide promptly to the Adviser or the Trust any such records upon the Adviser’s or the Trust’s request and that such records shall be available for inspection by the SEC, provided that the Sub-Adviser may retain originals or copies of such records in order to comply with its regulatory requirements. The Sub-Adviser further agrees to preserve for the periods and at the places prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

(b) The Adviser agrees to provide to the Sub-Adviser, upon request and within five business days of such request, originals or copies of all records necessary to form the basis under applicable law and other regulations for Sub-Adviser or its principals to include the historical performance of the Fund and the Predecessor Fund in its composite investment performance.

5. Compensation of the Sub-Adviser. In consideration of services rendered pursuant to this Agreement, the Adviser will pay the Sub-Adviser a fee, in arrears, equal to an annual rate in accordance with Schedule A hereto, paid monthly, based on the average daily net assets of the Fund, as determined by valuations made as of the close of each business day of the month. The fee shall be paid within five business days of receipt of the calculation of the fee. For any month in which this Agreement is not in effect for the entire month, such fee shall be reduced proportionately on the basis of the number of calendar days during which it is in effect and the fee computed upon the average daily net assets of the business days during which it is so in effect.

6. Services Not Exclusive. The services of the Sub-Adviser hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others and to engage in other activities, so long as the services rendered hereunder are not impaired. It is understood that the action taken by the Sub-Adviser under this Agreement may differ from the advice given or the timing or nature of action taken with respect to other clients of the Sub-Adviser, and that a transaction in a specific security may not be accomplished for all clients of the Sub-Adviser at the same time or at the same price.

7. Use of Names. The Adviser shall not use the name, logo, trade or service mark or derivative of the foregoing of the Sub-Adviser or any of the Sub-Adviser’s affiliates in any prospectus, sales literature or other materials whether or not relating to the Trust in any manner not approved prior thereto by the Sub-Adviser; provided, however, that the Sub-Adviser shall approve all uses of its or its affiliate’s name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld. The Sub-Adviser shall not use the name of the Trust, the Fund or the Adviser in any materials relating to the Sub-Adviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its and the Fund’s or the Trust’s name, and to the extent the Adviser’s approval is not prohibited by pre-existing agreement with the Predecessor Fund or the Predecessor Adviser, the Predecessor Fund’s name and the Predecessor Adviser’ name, which (1) merely refer in accurate terms to the appointment of the Sub-Adviser hereunder, including placing the Trust’s, the Fund’s or the Adviser’s name, or the Predecessor Fund’s name or the Predecessor Adviser’s name, on the Sub-Adviser’s list of representative clients; (2) are required by the SEC or a state securities commission; or (3) appear in biographical descriptions or Composite Performance Materials of the Sub-Adviser or its principals; and, provided further, that in no event shall such approval be unreasonably withheld.

8. Liability of the Sub-Adviser. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. Neither the Sub-Adviser, its officers, directors, or employees (the “Sub-Adviser Parties”) shall be liable for the acts or omissions of the Adviser, the Fund, a custodian, any broker-dealer, or other party providing services to the Fund.

The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations hereunder of the Sub-Adviser.

The Adviser shall hold harmless and indemnify the Sub-Adviser Parties for any loss, liability, cost, damage or expense (including reasonable attorney’s fees and costs) arising from any claim or demand by any person that is based upon (i) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (ii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

9. Limitation of Trust’s Liability. The Sub-Adviser acknowledges that it has received notice of and accepts the limitations upon the Trust’s

and the Fund’s liability set forth in its Trust Instrument and under Delaware law. The Sub-Adviser agrees that any of the Trust’s obligations shall be limited to the assets of the Fund and that the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders of the Trust nor from any Trustee, officer, employee or agent of the Trust.

The names “Hennessy Funds Trust” and “Trustees of Hennessy Funds Trust” refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under the Trust Instrument dated as of September 16, 1992, to which reference is hereby made and a copy of which is on file at the office of the Secretary of State of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed . The obligations of “Hennessy Funds Trust” entered into in the name or on behalf thereof, or in the name or on behalf of any series or class of shares of the Trust, by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any series or class of shares of the Trust must look solely to the assets of the Trust belonging to such series or class for the enforcement of any claims against the Trust.

10. Duration Renewal Termination and Amendment. This Agreement will become effective as of the date first written above, provided that it shall have been approved by vote of a majority of the Trustees, including a majority of the disinterested Trustees cast in person at a meeting called for the purpose of voting on such approval, and, unless sooner terminated as provided herein, shall continue in effect for an initial period of one (1) year.

Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive one year periods provided such continuance is specifically approved at least annually (a) by the vote of a majority of the disinterested Trustees cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust’s Board of Trustees or by the vote of a majority of all votes attributable to the outstanding Shares of the Fund. This Agreement may be terminated as to the Fund at any time, by the Trust’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund without payment of any penalty, or by the Adviser, in each case upon 60 days’ prior written notice to the Sub-Adviser, or by the Sub-Adviser upon 60 days’ prior written notice to the Adviser and the Trust’s Board of Trustees, or upon such shorter notice as may be mutually agreed upon. Section 2(f), Section 4(b), and Section 7 shall survive the termination of this Agreement.

This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its assignment as such term is defined in the 1940 Act. No assignment of this Agreement shall be made by the Sub-Adviser without the consent of the Adviser and the Board of Trustees of the Trust.

This Agreement may be amended at any time by the Adviser and the Sub-Adviser by a writing signed by both parties, subject to approval by the Trust’s Board of Trustees and, if required by the 1940 Act and applicable SEC rules and regulations, a vote of a majority of the Fund’s outstanding voting securities. Notwithstanding the foregoing, the Trust shall be under no obligation to obtain shareholder approval to materially amend this Agreement

unless required to obtain such approval pursuant to any orders or rules and regulations which may have been issued by the Securities and Exchange Commission.

11. Confidential Relationship. Any information and advice furnished by either party to this Agreement to the other shall be treated as confidential and shall not be disclosed to third parties except as required by law, as agreed to in writing by the parties, or as required or permitted by this Agreement, including as specified in Section 2(f).

12. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

13. Miscellaneous. This Agreement and the Letter Agreement dated October 25, 2012, constitute the full and complete agreement of the parties hereto with respect to the subject matter hereof and each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. To the extent not preempted by federal law, this Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on all parties.

14. Notices. All notices and other communications hereunder shall be in writing (including telex or similar writing) and shall be deemed given if delivered in person or by messenger, cable, telegram or telex or facsimile transmission or by a reputable overnight delivery service which provides evidence of receipt to the parties at the following addresses or telex or facsimile transmission numbers (or at such other address or number for a party as shall be specified by like notice):

if to the Adviser:

Hennessy Advisors, Inc.

7250 Redwood Blvd, Suite 200

Novato, CA 94945

Facsimile transmission number: (415) 899-1559

Attention: Neil J. Hennessy

if to the Sub-Adviser, to:

Broad Run Investment Management, LLC

1530 Wilson Blvd., Suite 1020

Arlington, VA 22209

Facsimile transmission number: (703) 574-4312

Attention: David S. Rainey

Each such notice or other communication shall be effective (i) if given by telex or facsimile transmission, when such telex or facsimile is transmitted to the number specified in this section and the appropriate answer back or confirmation is received, and (ii) if given by any other means, when delivered at the address specified in this section.

(Signature page follows.)

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.


HENNESSY ADVISORS, INC.

By:		/s/ Neil J. Hennessy
Name:		Neil J. Hennessy
Title:		President and Chief Executive Officer

BROAD RUN INVESTMENT
MANAGEMENT, LLC

By:		/s/ David S. Rainey
Name:		David S. Rainey
Title:		Managing Member

SCHEDULE A

To the Sub-Advisory Agreement between

Hennessy Advisors, Inc. and Broad Run Investment Management, LLC


Name of Fund	Compensation	Date
Hennessy Focus Fund	0.29% of the average daily net assets of the Fund managed by the Sub-Adviser	October 25, 2012

Exhibit 10.3

SUB-ADVISORY AGREEMENT

This Sub-Advisory Agreement is made as of the 25 ^th day of October, 2012, by and between Hennessy Advisors, Inc. (the “Adviser”) and the London Company of Virginia (the “Sub-Adviser”).

WHEREAS , the Trust is comprised of multiple investment portfolios, one of which is the Hennessy Equity and Income Fund (the “Fund”); and

NOW , THEREFORE , in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:

1. Appointment of the Sub-Adviser . The Adviser hereby appoints the Sub-Adviser to provide a continuous investment program for that portion of the Fund designated by the Adviser as assigned to the Sub-Adviser (the “Segment” of the Fund), subject to such written instructions and supervision as the Adviser may from time to time furnish. The Sub-Adviser hereby accepts such appointment and agrees to render the services and to assume the obligations herein set forth for the compensation herein provided. The Sub-Adviser will provide the services under this Agreement with respect to the Segment in accordance with the Fund’s investment objective, policies and applicable restrictions as stated in the Fund’s most recent Prospectus and Statement of Additional Information and as the same may, from time to time, be supplemented or amended and in resolutions of the Trust’s Board of Trustees. The Adviser agrees to furnish to the Sub-Adviser from time to time copies of all Prospectuses and Statements of Additional Information and of all amendments of, or supplements to, such Prospectuses and Statements of Additional Information and of all resolutions of the Trust’s Board of Trustees applicable to the Sub-Adviser’s services hereunder. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Adviser, the Fund or the Trust in any way.

2. Sub-Advisory Services . Subject to such written instructions and supervision as the Adviser may from time to time furnish, the Sub-Adviser will provide an investment program for the Segment, including investment research and management with respect to securities and investments, including

cash and cash equivalents in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust’s Custodian to forward promptly to the Sub-Adviser proxy and other materials relating to the exercise of such shareholder rights and the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Segment’s investments should be exercised.

In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:

(a)

use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;

(b)

(c)

not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;

(d)

(e)

maintain all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable laws, rules and regulations, including but not limited to Section 31 (a) of the 1940 Act, and will furnish the Trust’s Board of Trustees and the Adviser such periodic and special reports as the Board and Adviser reasonably may request;

(f)

(g)

maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and

(h)

render, upon request of the Adviser or the Trust’s Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser’s Segment of the Fund.

3. Expenses . During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in performing its services under this Agreement. The Sub-Adviser shall not be liable for any expenses of the Adviser or the Trust, including without limitation (a) their interest and taxes, (b) brokerage commissions and other costs in connection with the purchase or sale of securities or other investment instruments with respect to the Fund and (c) custodian fees and expenses.

4. Records . In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records, if any, which it maintains for the Fund are the property of the Fund and further agrees to surrender promptly to the Adviser or the Trust any such records upon the Adviser’s or the Trust’s request and that such records shall be available for inspection by the SEC. The Sub-Adviser further agrees to preserve for the periods and at the places prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.

5. Compensation of the Sub-Adviser .

(a)

In consideration of services rendered pursuant to this Agreement, the Adviser will pay the Sub-Adviser a fee, in arrears, equal to an annual rate in accordance with Schedule A hereto, paid quarterly.

(b)

Such fee for each calendar quarter shall be calculated based on the average of the market value of the assets under management as of the end of each of the three months in the quarter just ended, as provided by the Adviser.

(c)

If the Sub-Adviser should serve for less than the whole of any calendar quarter, its compensation shall be determined as provided above on the basis of the ending market value of the assets managed in the month in which the termination occurs and shall be payable on a pro rata basis for the period of the calendar quarter for which it has served as Sub-Adviser hereunder.

6. Services Not Exclusive . The services of the Sub-Adviser hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others and to engage in other activities, so long as the services rendered hereunder are not impaired. It is understood that the action taken by the Sub-Adviser under this Agreement may differ from the advice given or the timing or nature of action taken with respect to other clients of the Sub-Adviser, and that a transaction in a specific security may not be accomplished for all clients of the Sub-Adviser at the same time or at the same price.

7. Use of Names . The Adviser shall not use the name, logo, trade or service mark or derivative of the foregoing of the Sub-Adviser or any of the Sub-Adviser’s affiliates in any prospectus, sales literature or other materials whether or not relating to the Trust in any manner not approved prior thereto by the Sub-Adviser; provided, however, that the Sub-Adviser shall approve all uses of its or its affiliate’s name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld. The Sub-Adviser shall not use the name of the Trust, the Fund or the Adviser in any materials relating to the Sub-Adviser in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall approve all uses of its and the Fund’s or the Trust’s name which merely refer in accurate terms to the appointment of the Sub-Adviser hereunder, including placing the Trust’s or the Adviser’s name on the Sub-Adviser’s list of representative clients, or which are required by the SEC or a state securities commission, and, provided further, that in no event shall such approval be unreasonably withheld.

8. Liability of the Sub-Adviser . Absent willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws.

The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser.

The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney’s fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

9. Limitation of Trust’s Liability . The Sub-Adviser acknowledges that it has received notice of and accepts the limitations upon the Trust’s and the Fund’s liability set forth in its Trust Instrument and under Delaware law. The Sub-Adviser agrees that any of the Trust’s obligations shall be limited to the assets of the Fund and that the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders of the Trust nor from any Trustee, officer, employee or agent of the Trust.

10. Duration Renewal Termination and Amendment . This Agreement will become effective as of the date first written above, provided that it shall have been approved by vote of a majority of the Trustees, including a majority of the disinterested Trustees cast in person at a meeting called for the purpose of voting on such approval, and, unless sooner terminated as provided herein, shall continue in effect for an initial period of one (1) year.

Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive one year periods provided such continuance is specifically approved at least annually (a) by the vote of a majority of the disinterested Trustees cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust’s Board of Trustees or by the vote of a majority of all votes attributable to the outstanding Shares of the Fund. This Agreement may be terminated as to the Fund at any time, without payment of any penalty, by the Trust’s Board of Trustees, by the Adviser, or by a vote of a majority of the outstanding voting securities of the Fund, upon 60 days’ prior written notice to the Sub-Adviser, or by the Sub-Adviser upon 60 days’ prior written notice to the Adviser and the Trust’s Board of Trustees, or upon such shorter notice as may be mutually agreed upon.

This Agreement may be amended at any time by the Adviser and the Sub-Adviser, subject to approval by the Trust’s Board of Trustees and, if required by the 1940 Act and applicable SEC rules and regulations, a vote of a majority of the Fund’s outstanding voting securities. Notwithstanding the foregoing, the Trust shall be under no obligation to obtain shareholder approval to materially amend this Agreement unless required to obtain such approval pursuant to any orders or rules and regulations which may have been issued by the Securities and Exchange Commission.

11. Confidential Relationship . Any information and advice furnished by either party to this Agreement to the other shall be treated as confidential and shall not be disclosed to third parties except as required by law or as required or permitted by this Agreement.

12. Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

13. Miscellaneous . This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof and each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. To the extent not preempted by federal law, this Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed in several counterparts, all of which together shall for all purposes constitute one Agreement, binding on all parties.

14. Notices . All notices and other communications hereunder shall be in writing (including telex or similar writing) and shall be deemed given if delivered in person or by messenger, cable, telegram or telex or facsimile transmission or by a reputable overnight delivery service which provides evidence of receipt to the parties at the following addresses or telex or facsimile transmission numbers (or at such other address or number for a party as shall be specified by like notice):

if to the Adviser:

Hennessy Advisors, Inc.

7250 Redwood Blvd, Suite 200

Novato, CA 94945

Facsimile transmission number: (415) 899-1559

Attention: Neil J. Hennessy

if to the Sub-Adviser, to:

London Company of Virginia

1801 Bayberry Court, Suite 301

Richmond, Virginia 23226

Facsimile transmission number: (804) 649-9447

Attention:

* * *

(Signature page follows.)

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.


HENNESSY ADVISORS, INC.

By:		/s/ Neil J. Hennessy
Name:		Neil J. Hennessy
Title:		President and Chief Executive Officer

LONDON COMPANY OF VIRGINIA

By:		/s/ Stephen M. Goddard
Name:		Stephen M. Goddard
Title:		President

SCHEDULE A

To the Sub-Advisory Agreement between

Hennessy Advisors, Inc. and the London Company of Virginia


Name of Fund	Compensation	Date
Hennessy Equity and Income Fund	0.33% of the average daily net assets of the Segment managed by the Sub-Adviser	October 25, 2012

Exhibit 10.4

SUB-ADVISORY AGREEMENT

This Sub-Advisory Agreement is made as of the 25 ^th day of October, 2012, by and between Hennessy Advisors, Inc. (the “Adviser”) and Financial Counselors, Inc. (the “Sub-Adviser”).

WHEREAS , the Trust is comprised of multiple investment portfolios, one of which is the Hennessy Equity and Income Fund (the “Fund”); and

NOW , THEREFORE , in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:

research and management with respect to securities and investments, including cash and cash equivalents in the Segment, and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the Segment. The Sub-Adviser will implement such determinations through the placement, on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust’s Custodian to forward promptly to the Sub-Adviser proxy and other materials relating to the exercise of such shareholder rights and the Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Segment’s investments should be exercised.

In fulfilling its responsibilities hereunder, the Sub-Adviser agrees that it will:

(a)

use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;

(b)

(c)

not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;

(d)

have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act;