Hennessy Advisors Inc S-1/A, filed Oct 12, 2021

Hennessy Advisors Inc (HNNA)

S-1/A 2021-10-12

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	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☐


Title of Each Class of Securities to Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)
% Senior Notes due 2026	$40,250,000	$4,391.28

	Page
About This Prospectus		ii
Prospectus Summary		1
Selected Consolidated Financial Data		7
The Offering		8
Risk Factors		13
Cautionary Note Regarding Forward-Looking Statements		16
Use of Proceeds		17
Capitalization		18
Description of the Notes		19
Security Ownership of Certain Beneficial Owners and Management		30
Certain Material U.S. Federal Income Tax Considerations		32
Underwriting		36
Transfer and Distribution Paying Agent and Registrar		40
Legal Matters		41
Experts		41
Where You Can Find More Information		42
Incorporation By Reference		43

FUND KEY
Name	Symbol	Name	Symbol
Hennessy Cornerstone Growth Fund	HFCGX	Hennessy BP Energy Transition Fund	HNRGX
Hennessy Focus Fund	HFCSX	Hennessy BP Midstream Fund	HMSFX
Hennessy Cornerstone Mid Cap 30 Fund	HFMDX	Hennessy Gas Utility Fund	GASFX
Hennessy Cornerstone Large Growth Fund	HFLGX	Hennessy Japan Fund	HJPNX
Hennessy Cornerstone Value Fund	HFCVX	Hennessy Japan Small Cap Fund	HJPSX
Hennessy Total Return Fund	HDOGX	Hennessy Small Cap Financial Fund	HSFNX
Hennessy Equity and Income Fund	HEIFX	Hennessy Large Cap Financial Fund	HLFNX
Hennessy Balance Fund	HBFBX	Hennessy Technology Fund	HTECX

Hennessy Funds
Fund Returns* for the Period Ending August 31, 2021
Fund	One- Month		Year-to- Date
Hennessy Cornerstone Growth Fund		2.39%		21.92%
Hennessy Focus Fund		2.27%		26.77%
Hennessy Cornerstone Mid Cap 30 Fund		-0.05%		27.17%
Hennessy Cornerstone Large Growth Fund		1.77%		29.34%
Hennessy Cornerstone Value Fund		1.16%		21.15%
Hennessy Total Return Fund		0.81%		10.39%
Hennessy Equity and Income Fund		1.05%		12.20%
Hennessy Balanced Fund		0.64%		7.44%
Hennessy BP Energy Transition Fund		-1.97%		31.19%
Hennessy BP Midstream Fund		-1.81%		30.95%
Hennessy Gas Utility Fund		1.04%		13.26%
Hennessy Japan Fund		4.70%		-1.04%
Hennessy Japan Small Cap Fund		-0.66%		-0.39%
Hennessy Large Cap Financial Fund		4.09%		23.21%
Hennessy Small Cap Financial Fund		6.27%		34.26%
Hennessy Technology Fund		1.62%		16.86%

The Hennessy Funds Family
Domestic Equity	Multi-Asset	Sector and Specialty
Hennessy Cornerstone Growth Fund	Hennessy Total Return Fund	Hennessy BP Energy Transition Fund
Hennessy Focus Fund	Hennessy Equity and Income Fund	Hennessy BP Midstream Fund
Hennessy Cornerstone Mid Cap 30 Fund	Hennessy Balanced Fund	Hennessy Gas Utility Fund
Hennessy Cornerstone Large Growth Fund		Hennessy Japan Fund
Hennessy Cornerstone Value Fund		Hennessy Japan Small Cap Fund
		Hennessy Large Cap Financial Fund
		Hennessy Small Cap Financial Fund
		Hennessy Technology Fund

	Nine months ended June 30, 2021			Nine months ended June 30, 2020			For the year ended September 30, 2020			For the year ended September 30, 2019
	(in thousands)
Statement of Operations Data
Revenue:
Investment advisory fees		$	22,458		$	24,016		$	30,831		$	39,357
Shareholder service fees			1,792			2,002			2,558			3,358
Other
Total revenue			24,250			26,018			33,389			42,715
Operating expenses			16,242			17,011			22,070			26,694
Operating income			8,008			9,007			11,319			16,021
Interest expense			–			447			447			1,084
Income before income tax expense			8,010			8,649			10,691			15,275
Income tax expense			2,107			2,276			3,120			4,244
Net income			5,903			6,373			7,841			11,031

	June 30						September 30
	2021			2020			2020			2019
	(in thousands)
Balance Sheet Data
Total assets		$	99,803		$	93,310		$	94,786		$	110,208
Short-term obligations			4,482			4,469			5,092			11,363
Long-term debt			–			–			–			13,048
Total liabilities			17,617			15,745			16,608			34,680
Total shareholders’ equity			82,186			77,565			78,178			75,528
Other
Average Assets Under Management		$	4,151,415		$	3,448,809		$	4,098,404		$	5,184,742

Dollar amounts in thousands (except per share amounts)	Actual as of June 30, 2021			As Adjusted(1)
	(Unaudited)
Cash and cash equivalents		$	14,038		$



Notes offered hereby			–
Common stock, no par value, 22,500,000 shares authorized; 7,366,649 shares issued and outstanding as of June 30, 2021			19,846
Retained earnings			62,340
Total stockholders’ equity			82,186
Total capitalization		$	82,186		$

Name	Number of Shares Owned		Percent of Class		Additional Information
Neil J. Hennessy		2,086,758		28.23%	Includes (A) 2,020,946 shares held jointly with his spouse, over which Mr. Hennessy has shared voting and dispositive power, and (B) 25,312 shares held solely by his spouse.
Teresa M. Nilsen		140,477		1.9%	Includes (A) 86,236 shares held jointly with her spouse, over which Ms. Nilsen has shared voting and dispositive power, (B) 17,285 shares held by Ms. Nilsen and by her spouse as custodian for their children, over which Ms. Nilsen has shared voting and dispositive power, and (C) 1,518 shares held solely by her spouse.
Daniel B. Steadman		57,121		*	Includes (A) 34,683 shares held jointly with his spouse, over which Mr. Steadman has shared voting and dispositive power, and (B) 750 shares held solely by his child.
Henry Hansel		187,763		2.5%	None.
Brian A. Hennessy		291,126		3.9%	Includes (A) 254,004 shares held jointly with his spouse, over which Mr. Hennessy has shared voting and dispositive power, and (B) 12,655 shares held solely by his spouse.
Daniel G. Libarle		101,058		1.4%	Includes 89,246 shares held jointly with his spouse, over which Mr. Libarle has shared voting and dispositive power.
Rodger Offenbach		124,710		1.7%	Includes (A) 97,626 shares held jointly with his spouse, over which Mr. Offenbach has shared voting and dispositive power, and (B) 6,370 shares held solely by his spouse.

Underwriters	Principal Amount of Notes
Oppenheimer & Co. Inc.		$
Janney Montgomery Scott LLC
Total		$	35,000,000

Item	Amount
Registration Fee Under the Securities Act of 1933		$	4,400
Printing Fees and Expenses		$	60,000
Legal Fees and Expenses		$	350,000
Accounting Fees and Expenses		$	60,000
Trustee Fees and Expenses		$	15,000
Ratings Agency Fees and Expenses		$	50,000
Miscellaneous Expenses		$	20,000
Total		$	559,400

Exhibit Number			Description
1.1†			Form of Underwriting Agreement
3.1			Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Hennessy Advisors, Inc.’s Current Report on Form 8-K (SEC File No. 001-36423) filed March 7, 2017).
3.2			Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Hennessy Advisors, Inc.’s Current Report on Form 8-K (SEC File No. 001-36423) filed January 25, 2018).
4.1†			Form of Indenture
4.2†			Form of First Supplemental Indenture
4.3†			Form of Notes (included as Exhibit A to Exhibit 4.2 above)
5.1†			Opinion of Foley & Lardner LLP
10.1			License Agreement, dated as of April 10, 2000, between the registrant and Netfolio, Inc. (incorporated by reference from the Company’s Form SB-2 registration statement (SEC File No. 333-66970) filed August 6, 2001).
10.2			Investment Advisory Agreement, dated as of March 23, 2009, between the registrant and Hennessy Funds Trust (on behalf of the Hennessey Cornerstone Large Growth Fund) (incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2009 (SEC File No. 000-49872), filed December 4, 2009).
10.3			Investment Advisory Agreement, dated as of October 25, 2012, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Core Bond Fund, the Hennessy Gas Utility Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessey Technology Fund) (incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2012 (SEC File No. 000-49872), filed January 17, 2013).
10.4			Investment Advisory Agreement, dated as of February 28, 2014, between the registrant and Hennessy Fund Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessey Japan Fund, and the Hennessy Japan Small Cap Fund) (incorporated by reference from the Company’s Form 10-Q for the quarter ended June 30, 2014 (SEC File No. 001-36423), filed August 6, 2014).
10.5			Amendment to Investment Advisory Agreement, dated as of March 1, 2016, between the registrant and Hennessey Funds Trust (on behalf of the Hennessy cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessey Total Return Fund, the Hennessey Balanced Fund, the Hennessy Japan Fund, and the Hennessey Japan Small Cap Fund) (incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 001-36423), filed December 1, 2016).
10.6			Investment Advisory Agreement, dated as of October 26, 2018, between the registrant and Hennessey Funds Trust (on behalf of the Hennessy BP Energy Transition Fund and the Hennessy BP Midstream Fund) (incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2018 (SEC File No. 001-36423), filed November 28, 2018).
10.7			Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant an Broad Run Investment Management, LLC (for the Hennessy Focus Fund) (incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2012 (SEC File No. 000-49872), filed January 17, 2013).

Exhibit Number			Description
10.8			Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and The London Company of Virginia, LLC (for the Hennessy Equity and Income Fund (equity allocation)) (incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2012 (SEC File No. 000-49872), filed January 17, 2013).
10.9			Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and FCI Advisors (for the Hennessy Equity and Income Fund (fixed income allocation) (incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2012 (SEC File No. 000-49872), filed January 17, 2013).
10.10			Sub-Advisory Agreement, dated as of February 28, 2014, between the registrant and SPARX Asset Management Co., Ltd. (for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (incorporated by reference from the Company’s Form 10-Q for the quarter ended June 30, 2014 (SEC File No. 001-36423), filed August 6, 2014).
10.11			First Amendment to Sub-Advisory Agreement, dated as of February 28, 2018, between the registrant and SPARX Asset Management Co., Ltd. (for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (incorporated by reference from the Company’s Form 10-Q for the quarter ended March 31, 2018 (SEC File No. 001-36423), filed May 2, 2018).
10.12			Sub-Advisory Agreement, dated as of October 26, 2018, between the registrant and BP Capital Fund Advisors, LLC (for the Hennessy BP Energy Transition Fund and the Hennessy BP Midstream Fund) (incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2018 (SEC File No. 001-36423), filed November 28, 2018).
10.13			Amended and Restated Servicing Agreement, dated as of February 28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Value Fund, the Hennessy Large Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (incorporated by reference from the Company’s Form 10-Q for the quarter ended June 30, 2014 (SEC File No. 001-36423), filed August 6, 2014).
10.14			First Amendment to Amended and Restated Servicing Agreement, dated as of March 1, 2015, between the registrant and Hennessy Funds Trust (on behalf of all Funds) (incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2015 (SEC File No. 001-36423), filed November 30, 2015).
10.15			Second Amendment to Amended and Restated Servicing Agreement, dated as of October 26, 2018, between the registrant and Hennessy Funds Trust (on behalf of all Funds) (incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2018 (SEC File No. 001-36423), filed November 28, 2018).
10.16			Hennessy Advisors, Inc. Amended and Restated 2013 Omnibus Incentive Plan (incorporated by reference to Annex A of the Company’s definitive proxy statement on Schedule 14A for the Company’s Special Meeting of Shareholders held on March 26, 2015 (SEC File No. 000-49872), filed February 21, 2014).
10.17*			Form of Restricted Stock Unit Award Agreement for Employees (incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-49872) filed September 18, 2013).
10.18*			Form of Restricted Stock Unit Award Agreement for Directors (incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-49872) filed September 18, 2013).
10.19*			Form of Stock Option Award Agreement for Employees (incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-49872) filed September 18, 2013).
10.20*			Form of Stock Option Award Agreement for Director (incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-49872) filed September 18, 2013).

Exhibit Number			Description
10.21*			Second Amended and Restated Bonus Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed January 25, 2018).
10.22*			Amended and Restated Bonus Agreement, dated as of October 10, 2016, between the registrant and Daniel B. Steadman (incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed October 13, 2016).
10.23*			Employment Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed January 25, 2018).
10.24*			Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil J. Hennessy (incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed February 25, 2019).
23.1†			Consent of Marcum LLP, an independent registered public accounting firm
23.2†			Consent of Foley & Lardner LLP (included in Exhibit 5.1 hereto)
24.1			Powers of Attorney (included in the signature page in Part II of the registration statement)
25.1†			Form T-1 Statement of Eligibility under Trust Indenture Act of 1939 of Trustee under the Indenture

	Very truly yours, HENNESSY ADVISORS, INC.


	By:
		Name:
		Title:

Accepted as of the date hereof OPPENHEIMER & CO. INC.
Acting on behalf of itself and the several Underwriters named in Schedule I hereto.

By:	OPPENHEIMER & CO. INC.

By:
	Name:
	Title:

Parties		1
Recitals		1

Article 1. Definitions		1
Section 1.01.	Definitions	1

Article 2. Debt Security Forms		9
Section 2.01.	Forms Generally	9
Section 2.02.	Forms of Debt Securities	9
Section 2.03.	Form of Trustee’s Certificate of Authentication	10
Section 2.04.	Debt Securities in Global Form	10

Article 3. The Debt Securities		13
Section 3.01.	Title and Terms	13
Section 3.02.	Denominations	14
Section 3.03.	Payment of Principal and Interest	14
Section 3.04.	Execution of Debt Securities	15
Section 3.05.	Temporary Debt Securities	16
Section 3.06.	Exchange and Registration of Transfer of Debt Securities	17
Section 3.07.	Mutilated, Destroyed, Lost or Stolen Debt Securities	18
Section 3.08.	Payment of Interest; Interest Rights Preserved	19
Section 3.09.	Persons Deemed Owners	20
Section 3.10.	Cancellation of Debt Securities Paid, etc.	20
Section 3.11.	Currency and Manner of Payments	21

Article 4. Redemption of Debt Securities; Sinking Funds		22
Section 4.01.	Applicability of Article	22
Section 4.02.	Notice of Redemption; Selection of Debt Securities	23
Section 4.03.	Payment of Debt Securities Called for Redemption	24
Section 4.04.	Exclusion of Certain Debt Securities from Eligibility for Selection for Redemption	24
Section 4.05.	Provisions with Respect to any Sinking Funds	25

Article 5. Particular Covenants of the Company		26
Section 5.01.	Payment of Principal, Premium and Interest	26
Section 5.02.	Offices for Notices and Payments, etc.	26
Section 5.03.	Appointments to Fill Vacancies in Trustee’s Office	27
Section 5.04.	Provisions as to Paying Agent	27
Section 5.05.	Certificate to Trustee	28

	NAME			DATE
	* Neil J. Hennessy Chief Executive Officer and Chairman of the Board of Directors			October 12, 2021
	* Teresa M. Nilsen President, Chief Operating Officer, and Director (As a duly authorized officer on behalf of the Registrant and Principal Executive Officer)			October 12, 2021
	* Kathryn R. Fahy Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer)			October 12, 2021
	* Daniel B. Steadman Executive Vice President and Director			October 12, 2021
	* Henry Hansel Director			October 12, 2021
	* Brian A. Hennessy Director			October 12, 2021

	NAME			DATE
	* Daniel G. Libarle Director			October 12, 2021
	* Rodger Offenbach Director			October 12, 2021
	* Susan W. Pomilia Director			October 12, 2021
	* Thomas L. Seavey Director			October 12, 2021
	*By: /s/ Teresa M. Nilsen Teresa M. Nilsen, Power of Attorney			October 12, 2021

Name of Underwriter	Aggregate Principal Amount of Initial Securities
Oppenheimer & Co. Inc.	$	[ ]
Janney Montgomery Scott LLC	[ ]
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]
Total:	$	[ ]

Aggregate Principal Amount of Initial Securities	$	[ ]
Aggregate Principal Amount of Option Securities	$	[ ]
Public Offering Price		100.0	%
Underwriting Discounts and Commissions		3.0	%
Proceeds to the Company, Before Expenses	$	[ ]
Pricing Date		[ ], 2021
Closing Date (T+[5])		[ ], 2021
Interest Rate		[ ]	%
No Call Period		Closing date to [ ], 2023
Stated Maturity		[ ], 2026

Section 5.06.	Waivers of Covenants	28

Article 6. Holders’ Lists and Reports by the Company and the Trustee		28
Section 6.01.	Holders’ Lists	28
Section 6.02.	Preservation and Disclosure of Lists	29
Section 6.03.	Reports by the Company	29
Section 6.04.	Reports by the Trustee	29

Article 7. Remedies of the Trustee and Holders on Event of Default		30
Section 7.01.	Events of Default	30
Section 7.02.	Payment of Debt Securities Upon Default; Suit Therefor	32
Section 7.03.	Application of Moneys Collected by Trustee	34
Section 7.04.	Proceedings by Holders	35
Section 7.05.	Proceedings by Trustee	35
Section 7.06.	Remedies Cumulative and Continuing	35
Section 7.07.	Direction of Proceedings and Waiver of Defaults by Majority of Holders	36
Section 7.08.	Notice of Defaults	36
Section 7.09.	Undertaking to Pay Costs	37
Section 7.10.	Unconditional Right of Holders to Receive Principal, Premium and Interest	37

Article 8. Concerning the Trustee		37
Section 8.01.	Duties and Responsibilities of Trustee	37
Section 8.02.	Reliance on Documents, Opinions, etc.	38
Section 8.03.	No Responsibility for Recitals, etc.	40
Section 8.04.	Trustee and Agents May Own Debt Securities	40
Section 8.05.	Moneys to be Held in Trust	40
Section 8.06.	Compensation and Expenses of Trustee	40
Section 8.07.	Officers’ Certificate as Evidence	41
Section 8.08.	Conflicting Interest of Trustee	41
Section 8.09.	Eligibility of Trustee	41
Section 8.10.	Resignation or Removal of Trustee	42
Section 8.11.	Acceptance by Successor Trustee	43
Section 8.12.	Succession by Merger, etc.	44
Section 8.13.	Limitation on Rights of Trustee as a Creditor	44
Section 8.14.	Authenticating Agents	44
Section 8.15.	Trustee's Application for Instructions from the Company	47

Article 9. Concerning the Holders		47
Section 9.01.	Action by Holders	47
Section 9.02.	Proof of Execution by Holders	47
Section 9.03.	Who Are Deemed Absolute Owners	48
Section 9.04.	Company-Owned Debt Securities Disregarded	48
Section 9.05.	Revocation of Consents; Future Holders Bound	48

Article 10. Holders’ Meetings		49
Section 10.01.	Purposes of Meetings	49
Section 10.02.	Call of Meetings by Trustee	49
Section 10.03.	Call of Meetings by Company or Holders	50
Section 10.04.	Qualifications for Voting	50
Section 10.05.	Regulations	50
Section 10.06.	Voting	51
Section 10.07.	No Delay of Rights by Meeting	51

Article 11. Supplemental Indentures		51
Section 11.01.	Supplemental Indentures without Consent of Holders	51
Section 11.02.	Supplemental Indentures with Consent of Holders	53
Section 11.03.	Effect of Supplemental Indentures	54
Section 11.04.	Notation on Debt Securities	54
Section 11.05.	Evidence of Compliance of Supplemental Indenture to be Furnished Trustee	54

Article 12. Consolidation, Merger, Sale and Conveyance		55
Section 12.01.	Company May Consolidate, etc., on Certain Terms	55
Section 12.02.	Successor Entity to be Substituted	55
Section 12.03.	Opinion of Counsel to Be Given Trustee	55

Article 13. Satisfaction and Discharge of Indenture		56
Section 13.01.	Satisfaction, Discharge and Defeasance of Debt Securities of any Series	56
Section 13.02.	Defeasance of Debt Securities of any Series	57
Section 13.03.	Application of Trust Funds; Indemnification	58
Section 13.04.	Return of Unclaimed Moneys	59
Section 13.05.	Reinstatement	59

Article 14. Immunity of Incorporators, Stockholders, Officers and Directors		59
Section 14.01.	Indenture and Debt Securities Solely Obligations of the Company	59

Article 15. Miscellaneous Provisions		60
Section 15.01.	Provisions Binding on Successors of the Company	60
Section 15.02.	Indenture for Sole Benefit of Parties and Holders of Debt Securities	60
Section 15.03.	Addresses for Notices, etc.	60
Section 15.04.	New York Contract; Waiver of Jury Trial	60
Section 15.05.	Evidence of Compliance with Conditions Precedent	61
Section 15.06.	Legal Holidays	61
Section 15.07.	Trust Indenture Act of 1939 to Control	61
Section 15.08.	Table of Contents, Headings, etc.	61
Section 15.09.	Determination of Principal Amount	62
Section 15.10.	Execution in Counterparts	62

Section 15.11.	U.S.A. Patriot Act	62
Section 15.12.	Force Majeure	62


Signatures

Section of Act	Section of Indenture
310(a)(1) and (2)	8.09
310(a)(3) and (4)	*
310(b)	8.08 and 8.10
310(c)	*
311(a)	8.13
311(b)	8.13
311(c)	*
312(a)	6.01 and 6.02(a)
312(b)	6.02(b)
312(c)	6.02(c)
313(a)(1), (2), (3), (4), (6) and (7)	6.04(a)
313(a)(5)	*
313(b)(1)	*
313(b)(2)	6.04
313(c)	6.04
313(d)	6.04
314(a)(1)	6.03
314(a)(2)	6.03
314(a)(3)	6.03
314(b)	*
314(c)(1)	5.05
314(c)(2)	15.05
314(c)(3)	*
314(d)	*
314(e)	15.05
314(f)	*
315(a), (c) and (d)	8.01
315(b)	7.08
315(e)	7.09
316(a)(1)	7.07
316(a)(2)	*
316(a) last para.	9.04
316(b)	7.10
317(a)	7.02
317(b)	5.04
318(a)	15.07

	U.S. Bank National Association, as Trustee



	By:		,
	Authorized Signatory

__________________________________________________________, As Trustee		____________________________________________________________, As Trustee

-OR-

By:		By: ________________________________________________________,
Authorized Officer		as Authenticating Agent

		By:
		Authorized Officer

	HENNESSY ADVISORS, INC.

	By:
		Name:
		Title:

	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee

	By:
		Name:
		Title:

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

	1.	A copy of the Articles of Association of the Trustee.*

	2.	A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

Assets		6/30/2021
Assets
Cash and Balances Due From	$	44,435,957
Depository Institutions
Securities		158,894,854
Federal Funds		2,376
Loans & Lease Financing Receivables		296,741,901
Fixed Assets		6,294,698
Intangible Assets		13,278,545
Other Assets		28,204,350
Total Assets	$	547,852,681

Liabilities
Deposits	$	442,902,823
Fed Funds		1,412,092
Treasury Demand Notes		0
Trading Liabilities		1,119,485
Other Borrowed Money		31,883,676
Acceptances		0
Subordinated Notes and Debentures		3,600,000
Other Liabilities		14,222,155
Total Liabilities	$	495,140,231

Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		37,622,248
Minority Interest in Subsidiaries		805,087
Total Equity Capital	$	52,712,450

Total Liabilities and Equity Capital	$	547,852,681