Hennessy Advisors (HNNA) 10-Q 2018 Q2 Quarterly report

Exhibit 10.4

FIRST AMENDMENT TO

SUB-ADVISORY AGREEMENT

THIS FIRST AMENDMENT TOSUB-ADVISORY AGREEMENT (this “Amendment”) is made and entered into effective as of February 28, 2018, by and between Hennessy Advisors, Inc., a California corporation (“Manager”), and SPARX Asset Management Co., Ltd., a corporation organized under the laws of Japan (“Sub-Adviser”).

RECITALS

WHEREAS, Manager andSub-Adviser previously entered into aSub-Advisory Agreement, effective as of February 28, 2014 (the “Agreement”) pursuant to whichSub-Adviser agreed to render investment advisory and other services to Manager and the Funds (as defined in the Agreement) pursuant to the Agreement; and

WHEREAS, Manager andSub-Adviser desire to amend certain terms of the Agreement as set forth herein.

AGREEMENT

NOW,THEREFORE, Manager andSub-Adviser agree as follows:

1. Schedule A to the Agreement is deleted and replaced in its entirety withSchedule A to this Amendment. All other provisions of the Agreement remain in full force and effect.

2. Sections 12 through 19 and Section 23 of the Agreement are incorporated into this Amendment,mutatis mutandis.

* * *

(Signatures on next page.)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first mentioned above.

HENNESSY ADVISORS, INC.
By:	/s/ Neil J. Hennessy
	Neil J. Hennessy
	Chief Executive Officer
SPARX ASSET MANAGEMENT CO., LTD.
By:	/s/ Shuhei Abe
	Shuhei Abe
	President

Signature Page to First Amendment toSub-Advisory Agreement

SCHEDULE A

(as of February 28, 2018)

Fund Name	Sub-Advisory Fee per Annum for Each Below Range of Average Daily Net Assets
	Range	Fee (as a % of average daily net assets)
Hennessy Japan Fund	$0 – $500 million	0.35%
	$500,000,000.01 – $1 billion	0.40%
	Above $1 billion	0.42%
Hennessy Japan Small Cap Fund	$0 – $500 million	0.35%
	$500,000,000.01 – $1 billion	0.40%
	Above $1 billion	0.42%

Schedule A