ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made and entered into on this 15th day of March, 2005, by and between
HENNESSY ADVISORS, INC., a California corporation (“Buyer”) and LANDIS ASSOCIATES LLC, a Delaware limited liability
company (“Seller”) (Buyer and Seller are hereinafter sometimes referred to collectively as the “Parties”).
A. Seller is a registered investment adviser under the Investment Advisers Act of 1940, as amended.
B. Seller serves as investment adviser to The Henlopen Fund (as defined herein) and is the owner of certain property,
including property used or useful in providing investment advisory services to The Henlopen Fund.
C. Buyer wishes to acquire from Seller, and Seller wishes to sell to Buyer, such property upon the terms and subject to
the conditions hereinafter set forth to facilitate the Fund Transaction, as defined herein.
D. The transactions contemplated by this Agreement are closing simultaneously with, and contingent upon, the
transactions contemplated by the Hershey APA and the execution and enforceability of the Hershey Non-Compete.
In consideration of the foregoing premises and the covenants and agreements contained herein, Buyer and Seller,
intending to be bound legally, agree as follows:
ARTICLE 1 DEFINED TERMS
The following terms shall have the following meanings in this Agreement (other terms shall be defined in the text of
“Affiliate” means a person or entity that directly or indirectly controls, is controlled by or is under common control
with a specified person or entity.
“Affiliated Person” means an affiliated person as defined in Section 2(a)(3) of the Investment Company Act.
“Agreement” means this Asset Purchase Agreement together with all schedules and exhibits attached hereto, and all
amendments hereto and thereof.
Exhibit 2.1 Asset Purchase Agreement dated March 15, 2005 between Hennessy Advisors, Inc. and Landis