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Item 9A. Controls and Procedures

2020-12-01 compared with 2019-12-03 · 33 added, 83 removed, 195 unchanged (37% of the section changed)

1 unchanged sentence

MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2019, using the criteria

set forth in 2013 Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that, as of September 30, 2019, the

Companys internal control over financial reporting was effective based on those criteria.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its

inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the

effectiveness of our internal control over financial reporting as of September 30, 2020, using the criteria set forth in 2013 Internal Control Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway

Based on this assessment, our management concluded that, as of September 30, 2020, the Companys internal control over financial reporting was effective based on those criteria.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial

officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of the

end of the period covered by this report.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of

the period covered by this report.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of September 30, 2020, were effective to provide

reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and

(2) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and

(ii) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS

There have been no changes in internal control over financial reporting as defined in

Rules 13a-15(f) under the Exchange Act that occurred during the fiscal quarter ended September 30, 2019, and that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

been no changes in internal control over financial reporting as defined in Rules 13a-15(f) of the Exchange Act that occurred during the fiscal quarter ended September 30, 2020, and that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

3 unchanged sentences

CODE OF ETHICS

We have adopted a Code of

Ethics that applies to our principal executive officer, principal financial officer, executive vice presidents, directors, and all employees.

The code has been designed in accordance with the Sarbanes-Oxley Act of 2002 to promote honest and ethical

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, executive vice presidents,

directors, and all employees.

The code has been designed in accordance with the Sarbanes-Oxley Act of 2002 to promote honest and ethical conduct.

The code also applies to Hennessy Funds Trust.

The Code of Ethics is posted on our website at www.hennessyadvisors.com.

In the event we amend or waive any of the provisions of the Code of Ethics, we intend to disclose these actions on our

We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

The Code of Ethics is posted on our website at

www.hennessyadvisors.com.

In the event we amend or waive any of the provisions of the Code of Ethics, we intend to disclose these actions on our website.

We are not including the information contained on our website as part of, or incorporating it

by reference into, this report.

Any person may obtain a copy of the Code of Ethics, at no cost, by forwarding a written request to:

11 unchanged sentences

EQUITY COMPENSATION PLAN INFORMATION

Our only equity compensation plan under which our common stock may be issued is the Omnibus Plan, which has been approved by shareholders.

following table sets forth additional information:

Our Omnibus Plan, which was approved by our shareholders, is the only equity compensation plan under which we may issue our common stock.

September 30, 2020

Plan Category

Number of Securities

to Be Issued upon

Outstanding Options,

Number of Securities to

Be Issued upon Exercise

of Outstanding Options,

Warrants, and Rights

5 unchanged sentences

Remaining for Issuance

Under Compensation

Equity compensation plans approved by security holders (1)

8 unchanged sentences

is incorporated by reference as if fully set forth herein.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item can be found in the Proxy Statement under the caption Independent Registered Public Accounting

Firm. Such information is incorporated by reference as if fully set forth herein.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The financial statements and financial statement schedules for Hennessy Advisors, Inc.

5 unchanged sentences

Agreement, dated as of July 10, 2018, between the registrant and BP Capital Fund Advisors, LLC (15)*

Transaction Agreement, dated as of May 10, 2017, among the registrant, Rainier Investment Management, LLC, and Manning

& Napier Group, LLC (15) *

Transaction Agreement, dated as of May 2, 2016, between the registrant and Westport Advisers, LLC (10) *

Amended and Restated Articles of Incorporation (11)

20 unchanged sentences

Sub-Advisory Agreement, dated as of October

25, 2012, between the registrant and Financial Counselors, Inc.

(for the Hennessy Equity and Income Fund (fixed income allocation)) (4)

25, 2012, between the registrant and FCI Advisors (for the Hennessy Equity and Income Fund (fixed income allocation)) (4)

Sub-Advisory Agreement, dated as of February

20 unchanged sentences

Second Amended and Restated Bonus Agreement, dated as of January 26, 2018, between the registrant and Teresa M.

Nilsen (1)(18)

Amended and Restated Bonus Agreement, dated as of October 10, 2016, between the registrant and Daniel B.

Steadman (1)(12)

Employment Agreement, dated as of January 26, 2018, between the registrant and Teresa M.

Nilsen (1)(13)

Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil J.

Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil

Hennessy (1)(17)

Term Loan Agreement, dated as of September 17, 2015, among the registrant, U.S.

Bank National Association, and California Bank

& Trust (8) *

First Amendment to Term Loan Agreement, dated as of September

19, 2016, among the registrant, U.S.

Bank National Association, and California Bank & Trust (11) *

Second Amendment to Term Loan Agreement, dated as of November

16, 2017, among the registrant, U.S.

Bank National Association, and California Bank & Trust (16)

Third Amendment to Term Loan Agreement, dated as of November

30, 2017, among the registrant, U.S.

Bank National Association, and California Bank & Trust(17)

Fourth Amendment to Term Loan Agreement, dated as of September

20, 2018, among the registrant, U.S.

Bank National Association, and California Bank & Trust (21)

Fifth Amendment to Term Loan Agreement, dated as of May 9, 2019, by and between the registrant and U.S.

Bank National Association

Sixth Amendment to Term Loan Agreement, dated as of July 17, 2019, by and between the registrant and U.S.

Bank National Association

Consent of Marcum LLP, Independent Registered Public Accounting Firm

31 unchanged sentences

001-36423), filed August 6, 2014.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

001-36423) filed September 23, 2015.

Incorporated by reference from the Companys Form 10-K for the

3 unchanged sentences

8-K (SEC File No.

001-36423) filed May 3, 2016.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

001-36423) filed September 23, 2016.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

001-36423) filed October 13, 2016.

10 unchanged sentences

8-K (SEC File No.

001-36423) filed November 20, 2017.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

001-36423) filed December 4, 2017.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

001-36423) filed January 25, 2018.

5 unchanged sentences

001-36423) filed July 11, 2018.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

001-36423) filed September 21, 2018.

Incorporated by reference from the Companys Form 10-K for the

4 unchanged sentences

001-36423) filed February 25, 2019.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

001-36423) filed May 9, 2019.

Incorporated by reference from the Companys Current Report on Form

8-K (SEC File No.

001-36423) filed July 19, 2019.

FORM 10-K SUMMARY

31 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures