EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of this [•] day of [•], 2016, by and between Hennessy Funds Trust, a Delaware statutory trust (“Hennessy Funds Trust”), on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, and The Westport Funds, a Delaware statutory trust (the “Westport Trust”), on behalf of the Westport Fund and the Westport Select Cap Fund (each a “Reorganizing Fund”, and, together, the “Reorganizing Funds”). Shareholders of the Reorganizing Funds are referred to herein as “Investors”.

Westport Advisers, LLC (“Westport Advisers”) joins this Agreement solely for purposes of Section 9. Westport Advisers represents and warrants that the execution, delivery and performance of this Agreement by Westport Advisers will have been duly authorized prior to the Closing Date (as defined in Section 3.1) by all necessary action on the part of Westport Advisers, and this Agreement will constitute a valid and binding obligation of Westport Advisers enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and to general equity principles. Hennessy Advisors, Inc. (“Hennessy Advisors”) joins this Agreement solely for purposes of Section 9. Hennessy Advisors represents and warrants that the execution, delivery and performance of this Agreement by Hennessy Advisors will have been duly authorized prior to the Closing Date by all necessary action on the part of Hennessy Advisors, and this Agreement will constitute a valid and binding obligation of Hennessy Advisors enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.

In accordance with the terms and conditions set forth in this Agreement, the parties desire that all of the assets of each Reorganizing Fund be transferred to the Hennessy Cornerstone Mid Cap 30 Fund, and that the Hennessy Cornerstone Mid Cap 30 Fund assume all liabilities, expenses, costs, charges and reserves of the Reorganizing Funds, whether absolute or contingent, known or unknown, accrued or unaccrued (other than Excluded Liabilities, as defined in that certain Transaction Agreement between Hennessy Advisors and Westport Advisers, dated as of May 2, 2016) (each a “Liability” and together the “Liabilities”), in exchange for Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund (“Shares”), and that these Shares be distributed immediately after the Closing (as defined in the preamble to Section 1), as appropriate, by such Reorganizing Fund to its Investors in liquidation of such Reorganizing Fund. Holders of Class R and Class I shares of each of the Reorganizing Funds will receive Institutional Class Shares of the Hennessy Cornerstone Mid Cap 30 Fund. This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder.

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In consideration of the promises and of the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1.	PLAN OF REORGANIZATION

Subject to the terms and conditions herein set forth, and on the basis of the representations and warranties contained herein, each Reorganizing Fund shall assign, deliver and otherwise transfer its assets (the “Reorganizing Fund Assets”) to the Hennessy Cornerstone Mid Cap 30 Fund and the Hennessy Cornerstone Mid Cap 30 Fund shall assume the Reorganizing Funds’ Liabilities. The Hennessy Cornerstone Mid Cap 30 Fund shall, as consideration therefor, on the Closing Date, deliver to the Westport Fund and the Westport Select Cap Fund, the Institutional Class Shares of the Hennessy Cornerstone Mid Cap 30 Fund, the number of which shall be determined by dividing (a) the value of said Reorganizing Fund Assets, net of the Liabilities, computed in the manner and as of the time and date set forth in Section 2.1, by (b) the net asset value of one share of the Hennessy Cornerstone Mid Cap 30 Fund Shares computed in the manner and as of the time and date set forth in Section 2.2. Holders of Class R and Class I shares of each of the Reorganizing Funds will receive Institutional Class Shares of the Hennessy Cornerstone Mid Cap 30 Fund. Such transfer, delivery and assumption shall take place as provided for in Section 3.1 (hereinafter sometimes referred to as the “Closing”). Immediately following the Closing, the Westport Fund and the Westport Select Cap Fund shall distribute the appropriate number of Institutional Class Shares of the Hennessy Cornerstone Mid Cap 30 Fund to the Investors of both classes of each Reorganizing Fund in liquidation of the Reorganizing Funds, as provided in Section 1.4 hereof. The Agreement and transactions contemplated hereunder for each Reorganizing Fund and the Hennessy Cornerstone Mid Cap 30 Fund are hereinafter referred to as the “Reorganization”.

1.1 (a) With respect to each Reorganizing Fund, the Reorganizing Fund Assets shall consist of all property and assets of any nature whatsoever, including, without limitation, all cash, cash equivalents, securities, instruments, claims and receivables (including dividend and interest receivables) owned by such Reorganizing Fund, and any prepaid expenses shown as an asset on such Reorganizing Fund’s books on the Closing Date.

(b) Not less than ten calendar days before the Closing Date, each of the Reorganizing Funds will provide the Hennessy Cornerstone Mid Cap 30 Fund with a schedule of its assets and its known liabilities, and the Hennessy Cornerstone Mid Cap 30 Fund will provide the Reorganizing Funds with a copy of the current investment objective and policies of the Hennessy Cornerstone Mid Cap 30 Fund. Each of the Reorganizing Funds reserves the right to sell or otherwise dispose of any of the securities or other assets shown on the list of the applicable Reorganizing Fund’s assets before the Closing Date, but will not, without the prior approval of the Hennessy Cornerstone Mid Cap 30 Fund, acquire any additional securities. If it is determined that the portfolios of a Reorganizing Fund and the Hennessy Cornerstone Mid Cap 30 Fund, when aggregated, would contain investments exceeding certain percentage limitations to which the Hennessy Cornerstone Mid Cap 30 Fund is or will be subject with respect to such investments, the Reorganizing Fund, if requested by the Hennessy Cornerstone Mid Cap 30

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Fund, will dispose of and/or reinvest a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date.

1.2 Each of the Reorganizing Funds will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Hennessy Cornerstone Mid Cap 30 Fund will assume all of the Liabilities of the Reorganizing Funds. The Hennessy Cornerstone Mid Cap 30 Fund shall not assume any Liability for any obligation of a Reorganizing Fund to file reports with the Securities and Exchange Commission (the “SEC”), Internal Revenue Service or other regulatory or tax authority covering any reporting period ending prior to or at the Closing Date with respect to the Reorganizing Fund.

1.3 Immediately following the Closing, the Westport Fund will distribute the Institutional Class Shares of the Hennessy Cornerstone Mid Cap 30 Fund received by the Westport Fund pursuant to the preamble to Section 1 pro rata to its Investors of record determined as of the close of business on the Closing Date in complete liquidation of the Westport Fund and the Westport Select Cap Fund will distribute the Institutional Class Shares of the Hennessy Cornerstone Mid Cap 30 Fund received by the Westport Select Cap Fund pursuant to the preamble to Section 1 pro rata to its Investors of record determined as of the close of business on the Closing Date in complete liquidation of the Westport Select Cap Fund. Holders of Class R and Class I shares of each of the Reorganizing Funds will receive Institutional Class Shares of the Hennessy Cornerstone Mid Cap 30 Fund. The distribution will be accomplished by an instruction, signed by an appropriate officer of Hennessy Funds Trust, to transfer the Hennessy Cornerstone Mid Cap 30 Fund’s Shares then credited to the applicable Reorganizing Fund’s account on the books of the Hennessy Cornerstone Mid Cap 30 Fund to open accounts on the books of the Hennessy Cornerstone Mid Cap 30 Fund established and maintained by the Hennessy Cornerstone Mid Cap 30 Fund’s transfer agent in the names of record of the Reorganizing Funds’ Investors and representing the number of Shares of the Hennessy Cornerstone Mid Cap 30 Fund due each Investor of the Reorganizing Funds. All issued and outstanding shares of both classes of each of the Reorganizing Funds will be cancelled simultaneously therewith on the Reorganizing Funds’ books, and any outstanding share certificates representing interests in the Reorganizing Funds will represent only the right to receive such number of the applicable Hennessy Cornerstone Mid Cap 30 Fund’s Shares after the Closing as determined in accordance with the preamble to Section 1.

1.4 Following the transfer of assets by the Reorganizing Funds to the Hennessy Cornerstone Mid Cap 30 Fund, the assumption of the Liabilities by the Hennessy Cornerstone Mid Cap 30 Fund, and the distribution by the Reorganizing Funds of the Hennessy Cornerstone Mid Cap 30 Fund’s Shares received by it pursuant to Section 1.3, the Reorganizing Funds shall terminate their qualification, classification and registration with all appropriate federal and state agencies. Any reporting or other responsibility of the Reorganizing Funds is and shall remain the responsibility of the Reorganizing Funds up to and including the date on which the Reorganizing Funds are terminated and deregistered, subject to any reporting or other obligations described in Section 4.8.

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VALUATION

2.1 The value of the Reorganizing Fund Assets shall be the value of those assets computed as of the time at which net asset value is calculated pursuant to the valuation procedures set forth in the Hennessy Cornerstone Mid Cap 30 Fund’s then-current Prospectus and Statement of Additional Information on the business day immediately preceding the Closing Date, or at such time on such earlier or later date as may mutually be agreed upon in writing among the parties hereto (such time and date being herein called the “Valuation Date”). As of the close of business on the Valuation Date, the movement of records and materials of the Reorganizing Funds, and conversion thereof, to the fund accounting and administrative services agent of the Hennessy Cornerstone Mid Cap 30 Fund shall commence for completion prior to the Closing Date.

2.2 The net asset value of each share of the Hennessy Cornerstone Mid Cap 30 Fund’s Shares shall be the net asset value per share computed on the Valuation Date, using the market valuation procedures set forth in the Hennessy Cornerstone Mid Cap 30 Fund’s then-current Prospectus and Statement of Additional Information.

2.3 All computations of value contemplated by this Section 2 shall be made by the Hennessy Cornerstone Mid Cap 30 Fund’s administrator in accordance with its regular practice as pricing agent. The Hennessy Cornerstone Mid Cap 30 Fund shall cause its administrator to deliver a copy of its valuation report to the Reorganizing Funds at the Closing.

3.	CLOSING AND CLOSING DATE

3.1 The Closing for the Reorganization shall occur on September 23, 2016, and/or on such other date as may be mutually agreed upon in writing by the parties hereto (each, a “Closing Date”). All acts taking place at the Closing shall be deemed to take place simultaneously, immediately after the close of business on the Closing Date unless otherwise provided.

3.2 The Hennessy Cornerstone Mid Cap 30 Fund’s custodian shall deliver at the Closing evidence that: (a) the Reorganizing Fund Assets have been delivered in proper form to the Hennessy Cornerstone Mid Cap 30 Fund as of the Closing Date and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, have been paid, or provision for payment shall have been made, by the Reorganizing Funds in conjunction with the delivery of portfolio securities.

3.3 Notwithstanding anything herein to the contrary, if on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted or (b) trading or the reporting of trading on such exchange or elsewhere shall be disrupted so that, in the judgment of the Hennessy Cornerstone Mid Cap 30 Fund, accurate appraisal of the value of the net assets of a Hennessy Cornerstone Mid Cap 30 Fund or a Reorganizing Fund is impracticable, the Valuation Date shall be postponed until the first business day after the day when trading shall have been fully resumed without restriction or disruption and reporting shall have been restored.

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4.	COVENANTS WITH RESPECT TO THE HENNESSY CORNERSTONE MID CAP 30 FUND AND THE REORGANIZING FUNDS

4.1 With respect to the Reorganizing Funds, the Westport Trust has called or will call a meeting of shareholders of the Reorganizing Funds to consider and act upon this Agreement and to take all other actions reasonably necessary to obtain the approval of the transactions contemplated herein, including approval for each of the Reorganizing Fund’s liquidating distribution of Shares of the Hennessy Cornerstone Mid Cap 30 Fund contemplated hereby, and for each of the Reorganizing Funds to terminate its qualification, classification and registration if requisite approvals are obtained with respect to the Reorganizing Funds. The Westport Trust on behalf of the Reorganizing Funds shall assist Hennessy Funds Trust on behalf of the Hennessy Cornerstone Mid Cap 30 Fund in preparing the notice of meeting, form of proxy and proxy statement/prospectus (collectively, “Proxy Materials”) to be used in connection with that meeting and the registration statement on Form N-14 to be prepared by Hennessy Funds Trust pursuant to Section 4.6.

4.2 The Westport Trust on behalf of the Reorganizing Funds covenants that the Shares of the Hennessy Cornerstone Mid Cap 30 Fund to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

4.3 The Westport Trust on behalf of the Reorganizing Funds will assist the Hennessy Cornerstone Mid Cap 30 Fund in obtaining such information as the Hennessy Cornerstone Mid Cap 30 Fund reasonably requests concerning the beneficial ownership of shares of the Reorganizing Funds.

4.4 Subject to the provisions hereof, Hennessy Funds Trust, on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, and the Westport Trust, on behalf of the Reorganizing Funds, will take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated herein.

4.5 The Reorganizing Funds shall furnish to the Hennessy Cornerstone Mid Cap 30 Fund on the Closing Date, a final statement of the total amount of each Reorganizing Fund’s assets and liabilities as of the Closing Date.

4.6 Hennessy Funds Trust, on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, has prepared and filed, or will prepare and file, with the SEC a registration statement on Form N-14 under the Securities Act of 1933, as amended (the “1933 Act”), relating to the Shares of the Hennessy Cornerstone Mid Cap 30 Fund (the “Registration Statement”). The Reorganizing Funds have provided or will provide the Hennessy Cornerstone Mid Cap 30 Fund with necessary or advisable information and disclosure relating to the Reorganizing Funds for inclusion in the Proxy Materials, which are part of the Registration Statement, and with such other information and documents relating to the Reorganizing Funds as are requested by the Hennessy Cornerstone Mid Cap 30 Fund and as are reasonably necessary or advisable for the preparation of the Registration Statement.

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4.7 After the Closing, Hennessy Funds Trust shall or shall cause its agents to prepare any federal, state or local tax returns, including any Forms 1099, required to be filed by the Hennessy Cornerstone Mid Cap 30 Fund, which returns shall include the activity of the Reorganizing Funds for the period January 1, 2016, through the close of business on the Valuation Date, and shall further cause such tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities.

4.8 Following the transfer of Reorganizing Fund Assets by the Reorganizing Funds to the Hennessy Cornerstone Mid Cap 30 Fund and the assumption of the Liabilities in exchange for Shares of the Hennessy Cornerstone Mid Cap 30 Fund as contemplated herein, the Westport Trust on behalf of the Reorganizing Funds will file any final regulatory reports, including but not limited to any Form N-SAR and Rule 24f-2 filings with respect to the Reorganizing Funds, promptly after the Closing Date and also will take all other steps as are necessary and proper to effect the termination or declassification of the Reorganizing Funds in accordance with the laws of Delaware and other applicable requirements.

4.9 Hennessy Funds Trust and the Westport Trust will provide each other and their respective representatives with such cooperation, assistance and information as either of them reasonably may request of the other in filing any tax returns, amended return or claim for refund, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes, or in determining the financial reporting of any tax position.

5.	REPRESENTATIONS AND WARRANTIES

5.1 Hennessy Funds Trust, on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, represents and warrants to the Reorganizing Funds as of the date hereof and as of the Closing Date as follows:

(a) Hennessy Funds Trust was duly created pursuant to its Trust Instrument by its Board of Trustees for the purpose of acting as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and is validly existing under the laws of Delaware, and the Trust Instrument directs the Board of Trustees to manage the affairs of Hennessy Funds Trust and grants them all powers necessary or desirable to carry out such responsibility, including administering the Hennessy Cornerstone Mid Cap 30 Fund’s business as currently conducted by the Hennessy Cornerstone Mid Cap 30 Fund and as described in the current Prospectus of the Hennessy Cornerstone Mid Cap 30 Fund. The Hennessy Cornerstone Mid Cap 30 Fund is a series of Hennessy Funds Trust. Hennessy Funds Trust is registered as an investment company classified as an open-end management company, under the 1940 Act, and its registration with the SEC as an investment company is in full force and effect;

(b) The Hennessy Cornerstone Mid Cap 30 Fund is a legally designated, separate series of Hennessy Funds Trust duly organized and validly existing under the laws of Delaware, and for each full and partial taxable year from its inception through the Closing Date, the Hennessy Cornerstone Mid Cap 30 Fund has qualified as a separate regulated investment

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company under the Code and has taken all necessary and required actions to maintain such status;

(c) The Registration Statement with respect to Hennessy Funds Trust and the Hennessy Cornerstone Mid Cap 30 Fund conforms or will conform, at all times up to and including the Closing Date, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the regulations thereunder and does not include or will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(d) The Hennessy Cornerstone Mid Cap 30 Fund is not in violation of, and the execution, delivery and performance of this Agreement by Hennessy Funds Trust for itself and on behalf of the Hennessy Cornerstone Mid Cap 30 Fund does not and will not (i) violate the Trust of Instrument or Bylaws of Hennessy Funds Trust, or (ii) result in a breach or violation of, or constitute a default under, any material agreement or material instrument or other undertaking, to which Hennessy Funds Trust is a party or by which its properties or assets are bound;

(e) Except as previously disclosed in writing to the Reorganizing Funds, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the best knowledge of Hennessy Funds Trust, threatened against Hennessy Funds Trust, any affiliated entity or its business, the Hennessy Cornerstone Mid Cap 30 Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect Hennessy Funds Trust or the Hennessy Cornerstone Mid Cap 30 Fund’s financial condition or the conduct of their business. Hennessy Funds Trust knows of no facts that might form the basis for the institution of any such proceeding or investigation, and the Hennessy Cornerstone Mid Cap 30 Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects, or is reasonably likely to materially and adversely affect, its business or its ability to consummate the transactions contemplated herein;

(f) The audited financial statements of the Hennessy Cornerstone Mid Cap 30 Fund as of and for the fiscal year ended October 31, 2015, and the unaudited financial statements for the fiscal period ended April 30, 2016 (copies of which have been furnished to the Reorganizing Funds) fairly present, in all material respects, the Hennessy Cornerstone Mid Cap 30 Fund’s financial condition as of such date and its results of operations for such periods in accordance with generally accepted accounting principles consistently applied, and as of each such respective date there were no liabilities of the Hennessy Cornerstone Mid Cap 30 Fund (contingent or otherwise) known to the Hennessy Cornerstone Mid Cap 30 Fund that were not disclosed therein but that would be required to be disclosed therein in accordance with generally accepted accounting principles;

(g) Since the date of the most recent audited financial statements, there has not been any material adverse change with respect to the Hennessy Cornerstone Mid Cap 30 Fund’s financial condition, assets, liabilities or business, other than changes occurring in the

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ordinary course of business, or any incurrence by the Hennessy Cornerstone Mid Cap 30 Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed in writing to and accepted by the Reorganizing Funds, prior to the Closing Date (for the purposes of this subparagraph, neither a decline in the Hennessy Cornerstone Mid Cap 30 Fund’s net asset value per share nor a decrease in the Hennessy Cornerstone Mid Cap 30 Fund’s size due to redemptions shall be deemed to constitute a material adverse change);

(h) The Hennessy Cornerstone Mid Cap 30 Fund has timely filed all federal and other tax returns and reports that are required by law to have been filed by the Hennessy Cornerstone Mid Cap 30 Fund, all such tax returns and reports were complete and accurate, all taxes owed by the Hennessy Cornerstone Mid Cap 30 Fund have been timely paid, and to the best of the Hennessy Cornerstone Mid Cap 30 Fund’s knowledge, no such return is currently under audit and no assessment of a tax deficiency has been made with respect to any such return;

(i) All issued and outstanding shares, including shares to be issued in connection with the Reorganization, of the Hennessy Cornerstone Mid Cap 30 Fund will, as of the Closing Date, be duly authorized and validly issued and outstanding, fully paid and nonassessable, the Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund issued and outstanding before the Closing Date were offered and sold in compliance with the applicable registration and regulatory requirements, or exemptions therefrom, of the 1933 Act, the 1940 Act, and all applicable state securities laws, and the regulations thereunder, and the Hennessy Cornerstone Mid Cap 30 Fund does not have outstanding any option, warrants or other rights to subscribe for or purchase any of its shares nor is there outstanding any security convertible into any of its shares;

(j) The execution, delivery and performance of this Agreement on behalf of the Hennessy Cornerstone Mid Cap 30 Fund will have been duly authorized prior to the Closing Date by all necessary action on the part of Hennessy Funds Trust, the trustees of the Board of Trustees of Hennessy Funds Trust and the Hennessy Cornerstone Mid Cap 30 Fund, and this Agreement will constitute a valid and binding obligation of Hennessy Funds Trust and the Hennessy Cornerstone Mid Cap 30 Fund enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and to general equity principles;

(k) On the effective date of the Registration Statement, at the time of the meeting of the Reorganizing Funds’ shareholders and on the Closing Date, any written information furnished by Hennessy Funds Trust with respect to the Hennessy Cornerstone Mid Cap 30 Fund for use in the Proxy Materials, the Registration Statement or any other materials provided in connection with the Reorganization does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading; and

(l) To the knowledge of Hennessy Funds Trust, no governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act

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of 1934 (the “1934 Act”), the 1940 Act or Delaware law for the execution of this Agreement by Hennessy Funds Trust, for itself and on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, or the performance of this Agreement by Hennessy Funds Trust for itself and on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, except for such consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required after the Closing Date.

(m) The Hennessy Cornerstone Mid Cap 30 Fund currently complies, and has complied since its organization, in all material respects with the requirements of, and the rules and regulations under all applicable federal and state securities laws.

5.2 The Westport Trust, on behalf of each of the Reorganizing Funds, represents and warrants to the Hennessy Cornerstone Mid Cap 30 Fund as of the date hereof and as of the Closing Date as follows:

(a) The Westport Trust was duly created pursuant to its Declaration of Trust by its Board of Trustees for the purpose of acting as a management investment company under the 1940 Act and is validly existing under the laws of Delaware, and the Declaration of Trust directs the Board of Trustees to manage the affairs of the Westport Trust and each of the Reorganizing Funds and grants them all powers necessary or desirable to carry out such responsibility, including administering the Reorganizing Funds’ business as currently conducted by the Reorganizing Funds and as described in the current Prospectus of the Reorganizing Funds. Each of the Reorganizing Funds is a series of the Westport Trust. The Westport Trust is registered as an investment company classified as an open-end management company, under the 1940 Act and its registration with the SEC as an investment company is in full force and effect;

(b) The Reorganizing Funds are each a legally designated, separate series of the Westport Trust duly organized and validly existing under the laws of Delaware, and for each full and partial taxable year from its inception through the Closing Date, the Reorganizing Funds each have qualified as a separate regulated investment company under the Code and each has taken all necessary and required actions to maintain such status;

(c) All of the issued and outstanding shares of each of the Reorganizing Funds have been offered and sold in compliance in all material respects with applicable federal and state securities laws; all issued and outstanding shares of each class of each of the Reorganizing Funds are, and on the Closing Date will be, duly authorized and validly issued and outstanding, and fully paid and nonassessable, free and clear of all liens, pledges, security interests, charges or other encumbrances, and none of the Reorganizing Funds have outstanding any options, warrants or other rights to subscribe for or purchase any of its shares, nor is there outstanding any security convertible into any of its shares;

(d) The Registration Statement with respect to the Westport Trust and the Reorganizing Funds conforms or will conform, at all times up to and including the Closing Date, in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the regulations thereunder and does not include or will not include any untrue statement of a material

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fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(e) The Reorganizing Funds are not in violation of, and the execution, delivery and performance of this Agreement by the Westport Trust for itself and on behalf of the Reorganizing Funds does not and will not (i) violate the Declaration of Trust or Bylaws of the Westport Trust, or (ii) result in a breach or violation of, or constitute a default under, any material agreement or material instrument or other undertaking to which the Westport Trust is a party or by which its properties or assets are bound;

(f) Except as previously disclosed in writing to the Hennessy Cornerstone Mid Cap 30 Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to the best knowledge of the Westport Trust, threatened against any one of the Reorganizing Funds or any of its properties or assets which, if adversely determined, would materially and adversely affect the financial condition or the conduct of its business, the Westport Trust knows of no facts that might form the basis for the institution of any such proceeding or investigation, and the Reorganizing Funds are not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects, or is reasonably likely to materially and adversely affect, its business or its ability to consummate the transactions contemplated herein;

(g) The audited financial statements of the Reorganizing Funds as of and for the fiscal year ended December 31, 2015 (copies of which have been furnished to the Hennessy Cornerstone Mid Cap 30 Fund), fairly present, in all material respects, the Reorganizing Funds’ financial condition as of such date and their results of operations for each such periods in accordance with generally accepted accounting principles consistently applied, and as of each such respective date there were no liabilities of any of the Reorganizing Funds (contingent or otherwise) known to the Reorganizing Funds that were not disclosed therein but that would be required to be disclosed therein in accordance with generally accepted accounting principles;

(h) Since the date of the most recent audited financial statements, there has not been any material adverse change with respect to any of the Reorganizing Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by a Reorganizing Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed in writing to and accepted by the Hennessy Cornerstone Mid Cap 30 Fund, prior to the Closing Date (for the purposes of this subparagraph, neither a decline in a Reorganizing Fund’s net asset value per share nor a decrease in a Reorganizing Fund’s size due to redemptions shall be deemed to constitute a material adverse change);

(i) The Reorganizing Funds have timely filed all federal and other tax returns and reports that are required by law to have been filed by the Reorganizing Funds, all such tax returns and reports were complete and accurate, all taxes owed by the Reorganizing Funds have been timely paid, and to the best of the Reorganizing Funds’ knowledge, no such return is

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currently under audit and no assessment of a tax deficiency has been made with respect to any such return;

(j) At the Closing Date, the Reorganizing Funds will have good and marketable title to Reorganizing Fund Assets and full right, power and authority to assign, deliver and otherwise transfer such Reorganizing Fund Assets hereunder, and upon delivery and payment for such Reorganizing Fund Assets as contemplated herein, the Hennessy Cornerstone Mid Cap 30 Fund will acquire good and marketable title thereto, subject to no restrictions on the ownership or transfer thereof other than such restrictions as might arise under the 1933 Act;

(k) The execution, delivery and performance of this Agreement on behalf of the Reorganizing Funds will have been duly authorized prior to the Closing Date by all necessary action on the part of the Westport Trust, the trustees of the Board of Trustees of the Westport Trust and the Reorganizing Funds, and this Agreement will constitute a valid and binding obligation of the Westport Trust and each of the Reorganizing Funds enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors, rights and to general equity principles;

(l) On the effective date of the Registration Statement, at the time of the meeting of the Reorganizing Funds’ shareholders and on the Closing Date, the Proxy Materials (exclusive of the portions of the Hennessy Cornerstone Mid Cap 30 Fund’s Prospectus contained or incorporated by reference therein): (i) will comply in all material respects with the applicable provisions of the 1933 Act, the 1934 Act and the 1940 Act and the regulations thereunder and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and as of such dates and times, any written information furnished by any of the Reorganizing Funds, on behalf of the Reorganizing Funds, for use in the Registration Statement or in any other manner that may be necessary in connection with the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information provided not misleading;

(m) To the knowledge of the Westport Trust, no governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law for the execution of this Agreement by the Westport Trust, for itself and on behalf of any of the Reorganizing Funds, or the performance of this Agreement by the Westport Trust and on behalf of any of the Reorganizing Funds, except for such consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required after the Closing Date; and

(n) The Reorganizing Funds currently comply, and have complied since their organization, in all material respects with the requirements of, and the rules and regulations under all applicable federal and state securities laws.

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6.	CONDITIONS PRECEDENT TO OBLIGATIONS OF REORGANIZING FUNDS

The obligations of the Westport Trust to consummate the Reorganization with respect to the Reorganizing Funds shall be subject to the performance by Hennessy Funds Trust on behalf of the Hennessy Cornerstone Mid Cap 30 Fund of all the obligations to be performed by them hereunder on or before the Closing Date and, in addition thereto, the following conditions with respect to the Hennessy Cornerstone Mid Cap 30 Fund:

6.1 All representations and warranties of Hennessy Funds Trust with respect to the Hennessy Cornerstone Mid Cap 30 Fund contained herein shall be true, correct and complete in all respects (in the case of any representation or warranty qualified by materiality or material adverse change) or in all material respects (in the case of any representation or warranty not qualified by materiality or material adverse change) at and as of the Closing Date as though such representations and warranties were made at and as of such time (except those representations and warranties that address matters only as of specific date, the accuracy of which shall be determined as of that specified date in all respects).

6.2 Hennessy Funds Trust on behalf of itself and the Hennessy Cornerstone Mid Cap 30 Fund shall have in all material respects performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

6.3 Hennessy Funds Trust, on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, shall have delivered to the Reorganizing Funds at the Closing a certificate executed on behalf of the Hennessy Cornerstone Mid Cap 30 Fund by Hennessy Funds Trust’s President, Vice President, Assistant Vice President, Secretary or Assistant Secretary, in a form reasonably satisfactory to the Reorganizing Funds and dated as of the Closing Date, to the effect that the representations and warranties of Hennessy Funds Trust on behalf of the Hennessy Cornerstone Mid Cap 30 Fund made herein are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated herein, and as to such other matters as the Reorganizing Funds shall reasonably request.

6.4 The Reorganizing Funds shall have received at the Closing an opinion of Foley & Lardner LLP, legal counsel to Hennessy Funds Trust (“Counsel”), in a form reasonably satisfactory to the Reorganizing Funds (which opinion may be subject to customary qualifications), substantially to the effect that:

(a) Hennessy Funds Trust is a duly registered, open-end, management investment company, and its registration with the SEC as an investment company under the 1940 Act is in full force and effect;

(b) the Hennessy Cornerstone Mid Cap 30 Fund is a separate portfolio of Hennessy Funds Trust, which is a Delaware statutory trust duly organized, validly existing and in good standing under the laws of Delaware;

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(c) this Agreement has been duly authorized, executed and delivered by Hennessy Funds Trust on its behalf and on behalf of the Hennessy Cornerstone Mid Cap 30 Fund and, assuming due authorization, execution and delivery of this Agreement on behalf of the Reorganizing Funds, is a valid and binding obligation of Hennessy Funds Trust, enforceable against Hennessy Funds Trust in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors, rights and to general equity principles;

(d) the Shares of the Hennessy Cornerstone Mid Cap 30 Fund to be issued to the Reorganizing Funds and then distributed to the Reorganizing Funds’ Investors pursuant to this Agreement are duly registered under the 1933 Act on the appropriate form, and are duly authorized and upon such issuance will be validly issued and outstanding and fully paid and nonassessable, and no shareholder of the Hennessy Cornerstone Mid Cap 30 Fund has any preemptive rights to subscription or purchase in respect thereof;

(e) to the knowledge of such counsel, no consent, approval, authorization, filing or order of any court or governmental authority of the United States or any state is required for the consummation of the Reorganization with respect to the Hennessy Cornerstone Mid Cap 30 Fund, except for such consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date; and

(f) to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to Hennessy Funds Trust or the Hennessy Cornerstone Mid Cap 30 Fund or any of their properties or assets and neither Hennessy Funds Trust nor the Hennessy Cornerstone Mid Cap 30 Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business.

7.	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE HENNESSY CORNERSTONE MID CAP 30 FUND

The obligations of Hennessy Funds Trust to consummate the Reorganization with respect to the Hennessy Cornerstone Mid Cap 30 Fund shall be subject to the performance by the Westport Trust on behalf of the Reorganizing Funds of all the obligations to be performed by it hereunder, with respect to the Reorganizing Funds, on or before the Closing Date and, in addition thereto, the following conditions:

7.1 All representations and warranties of the Westport Trust with respect to the Reorganizing Funds contained herein shall be true, correct and complete in all respects (in the case of any representation or warranty qualified by materiality or material adverse change) or in all material respects (in the case of any representation or warranty not qualified by materiality or material adverse change) at and as of the Closing Date as though such representations and warranties were made at and as of such time (except those representations and warranties that address matters only as of specific date, the accuracy of which shall be determined as of that specified date in all respects).

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7.2 The Westport Trust on behalf of itself and each of the Reorganizing Funds shall have in all material respects performed and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

7.3 The Westport Trust on behalf of the Reorganizing Funds, shall have delivered to the Hennessy Cornerstone Mid Cap 30 Fund at the Closing a certificate executed on behalf of each of the Reorganizing Funds, by the Westport Trust’s President, Vice President, Assistant Vice President, Secretary or Assistant Secretary, in a form reasonably satisfactory to the Hennessy Cornerstone Mid Cap 30 Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Westport Trust on behalf of the Reorganizing Funds made herein are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated herein, and as to such other matters as the Hennessy Cornerstone Mid Cap 30 Fund shall reasonably request.

7.4 The Hennessy Cornerstone Mid Cap 30 Fund shall have received at the Closing an opinion of Dechert LLP in a form reasonably satisfactory to the Hennessy Cornerstone Mid Cap 30 Fund (which opinion may be subject to customary qualifications), substantially to the effect that:

(a) the Westport Trust is a duly registered, open-end, management investment company, and its registration with the SEC as an investment company under the 1940 Act is in full force and effect;

(b) each of the Reorganizing Funds is a separate portfolio of the Westport Trust, which is a business trust duly created pursuant to its Declaration of Trust, is validly existing and in good standing under the laws of Delaware, and the Declaration of Trust directs the trustees of the Board of Trustees of the Westport Trust to manage the affairs of each of the Reorganizing Funds and grants them all powers necessary or desirable to carry out such responsibility, including administering the Reorganizing Funds’ business as described in the current Prospectus of the Reorganizing Funds;

(c) this Agreement has been duly authorized, executed and delivered by the Westport Trust on behalf of each of the Reorganizing Funds and, assuming due authorization, execution and delivery of this Agreement on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, is a valid and binding obligation of the Westport Trust, enforceable against the Westport Trust in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors, rights and to general equity principles;

(d) to the knowledge of such counsel, no consent, approval, authorization, filing or order of any court or governmental authority of the United Sates or any state is required for the consummation of the Reorganization with respect to any of the Reorganizing Funds, except for such consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date;

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(e) to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to any one of the Reorganizing Funds or any of its properties or assets and none of the Reorganizing Funds is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely effects its business; and

(f) the shares of each of the Reorganizing Funds then issued and outstanding are duly registered under the 1933 Act on the appropriate form, and are duly authorized and are validly issued and outstanding and fully paid and nonassessable, and no Investor of any of the Reorganizing Funds has any preemptive rights to subscription or purchase in respect thereof.

7.5 The transfer agent to the Reorganizing Funds shall have delivered to the Hennessy Cornerstone Mid Cap 30 Fund at the Closing a certificate executed on its own behalf by an authorized officer in form and substance satisfactory to the Hennessy Cornerstone Mid Cap 30 Fund and dated as of the Closing Date, to the effect that the shareholder records of each of the Reorganizing Funds are complete and accurate and as to such other matters as the Hennessy Cornerstone Mid Cap 30 Fund shall reasonably request.

7.6 The administrator, fund accountant and custodian to the Reorganizing Funds shall have delivered to the Hennessy Cornerstone Mid Cap 30 Fund at the Closing certificates executed on their behalf by authorized officers in form and substance satisfactory to the Hennessy Cornerstone Mid Cap 30 Fund and dated as of the Closing Date, to the effect that the books and records of each of the Reorganizing Funds covered by its contracts with the Reorganizing Funds are complete and accurate and as to such other matters as the Hennessy Cornerstone Mid Cap 30 Fund shall reasonably request.

7.7 The Reorganizing Funds shall arrange to make the Reorganizing Funds’ auditors available to the Hennessy Cornerstone Mid Cap 30 Fund and its agents to answer their questions at a mutually agreeable time prior to the Closing.

8.	FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE HENNESSY CORNERSTONE MID CAP 30 FUND AND THE REORGANIZING FUNDS

The obligations of Hennessy Funds Trust on behalf of the Hennessy Cornerstone Mid Cap 30 Fund and of the Westport Trust on behalf of the Reorganizing Funds herein are each subject to the further conditions that on or before the Closing Date with respect to the Hennessy Cornerstone Mid Cap 30 Fund and the Reorganizing Funds:

8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Reorganizing Funds in accordance with the provisions of their Declaration of Trust and the requirements of the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to the Hennessy Cornerstone Mid Cap 30 Fund.

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8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or any of the transactions contemplated herein.

8.3 All consents of other parties and all other consents, orders, approvals and permits of federal, state and local regulatory authorities (including, without limitation, those of the SEC and of state securities authorities) deemed necessary by Hennessy Funds Trust, on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, or the Westport Trust on behalf of the Reorganizing Funds, to permit consummation, in all material respects, of the transactions contemplated herein shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Hennessy Cornerstone Mid Cap 30 Fund or the Reorganizing Funds.

8.4 The Registration Statement shall have become effective under the 1933 Act, no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5 Hennessy Funds Trust, on behalf of the Hennessy Cornerstone Mid Cap 30 Fund, and the Westport Trust, on behalf of each of the Reorganizing Funds, shall each have considered the federal and income tax issues. The Hennessy Cornerstone Mid Cap 30 Fund and the Reorganizing Funds shall have each received an opinion of Counsel as to the federal income tax consequences mentioned below. In rendering such opinion, Counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, and on officers’ certificates and certificates of public officials if Counsel so requests. The opinion shall be substantially to the effect that for federal income tax purposes:

(a) the transfer by each Reorganizing Fund of the Reorganizing Fund Assets in exchange for Institutional Class Shares of the Hennessy Cornerstone Mid Cap 30 Fund, as applicable, and the assumption by the Hennessy Cornerstone Mid Cap 30 Fund of the Liabilities should be treated as a “reorganization” within the meaning of Section 368(a)(1)(C) of the Code and the Hennessy Cornerstone Mid Cap 30 Fund and each Reorganizing Fund should each be treated as a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(b) no gain or loss should be recognized by the Hennessy Cornerstone Mid Cap 30 Fund upon the receipt of the Reorganizing Fund Assets solely in exchange for Institutional Class Shares of the Hennessy Cornerstone Mid Cap 30 Fund and the assumption by the Hennessy Cornerstone Mid Cap 30 Fund of the Liabilities;

(c) no gain or loss should be recognized by the Westport Fund upon the transfer of its Reorganizing Fund Assets to the Hennessy Cornerstone Mid Cap 30 Fund in exchange for the Hennessy Cornerstone Mid Cap 30 Fund’s Institutional Class Shares and the assumption of the Westport Fund’s Liabilities or by the Westport Select Cap Fund upon the transfer of its Reorganizing Fund Assets to the Hennessy Cornerstone Mid Cap 30 Fund in exchange for the Hennessy Cornerstone Mid Cap 30 Fund’s Institutional Class Shares and the

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assumption by the Hennessy Cornerstone Mid Cap 30 Fund of the Westport Select Cap Fund’s Liabilities or upon the distribution (whether actual or constructive) of the Hennessy Cornerstone Mid Cap 30 Fund’s Shares to the Reorganizing Fund’s Investors in complete liquidation of the Reorganizing Fund;

(d) no gain or loss should be recognized by a Reorganizing Fund’s Investors upon the receipt of the Hennessy Cornerstone Mid Cap 30 Fund’s Institutional Class Shares distributed in complete liquidation of the Reorganizing Fund;

(e) the aggregate tax basis of the Hennessy Cornerstone Mid Cap 30 Fund’s Shares received by an applicable Reorganizing Fund’s Investor pursuant to the Reorganization should be the same as the aggregate tax basis of the Reorganizing Fund’s Shares held by such Investor immediately prior to the Reorganization, and the holding period of the Hennessy Cornerstone Mid Cap 30 Fund’s Shares to be received by such Reorganizing Fund’s Investor should include the period during which the Reorganizing Fund’s Shares exchanged therefor were held by such Investor (provided the Reorganizing Fund’s Shares were held by such Investor as capital assets on the date of the Reorganization);

(f) the tax basis of the Reorganizing Funds’ assets acquired by the Hennessy Cornerstone Mid Cap 30 Fund should be the same as the tax basis of such assets of the Reorganizing Funds immediately prior to the Reorganization, and the holding period of the assets of the Reorganizing Funds, in the hands of the Hennessy Cornerstone Mid Cap 30 Fund should include the period during which those assets were held by the Reorganizing Funds; and

(g) the Hennessy Cornerstone Mid Cap 30 Fund should succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the income tax regulations issued by the United States Department of the Treasury, the items of the Reorganizing Funds described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Regulations thereunder.

8.6 On or before the Closing Date, each Reorganizing Fund shall declare and pay a dividend or dividends, with a record date and ex-dividend date prior to the Valuation Date, which, together with all previous such dividends, shall have the effect of distributing to such Reorganizing Fund’s Investors all of the Reorganizing Fund’s previously undistributed (i) “investment company taxable income” within the meaning of Section 852(b)(2) of the Code (computed without regard to Section 852(b)(2)(D) of the Code), (ii) the excess, if any, of (A) the amount specified in Section 852(a)(1)(B)(i) of the Code over (B) the amount specified in Section 852(a)(1)(B)(ii) of the Code, and (iii) all of the Reorganizing Fund’s net capital gains realized (after reduction for any capital loss carry forward), if any, in all taxable periods or years ending on or before the Closing Date.

EXPENSES

Each of the Reorganizing Funds and the Hennessy Cornerstone Mid Cap 30 Fund, or their affiliated investment advisers, shall be responsible for paying its own professional fees and

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other costs and expenses incurred by it in connection with entering into and carrying out the provisions of this Agreement, provided that the Reorganizing Funds or their affiliated investment adviser, shall bear all of the costs associated with the proxy vote of the shareholders of the Reorganizing Funds other than the legal fees and accounting fees of the Hennessy Cornerstone Mid Cap 30 Fund, or its affiliated investment adviser, related to the proxy vote, but including the costs and expenses of the third-party solicitation firm, printing costs, mailing costs and all of the other reasonable and documented costs and expenses incurred in connection with the proxy vote.

10.	ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

10.1 This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous understanding or arrangement with respect to the subject matter hereof.

10.2 Except as otherwise specified below, the representations and warranties contained in this Agreement or in any document delivered pursuant to or in connection with this Agreement, shall survive the consummation of the transactions contemplated herein for a two year period, except that any representation or warranty with respect to taxes shall survive for the expiration of the statutory period of limitations for assessments of tax deficiencies as the same may be extended from time to time by the taxpayer. The covenants and agreements included or provided for herein shall survive and be continuing obligations in accordance with their terms.

11.	TERMINATION

11.1 This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing by:

(a) the Westport Trust if the conditions set forth in Section 6 or Section 8 are not satisfied as specified in such Sections;

(b) Hennessy Funds Trust if the conditions set forth in Section 7 or Section 8 are not satisfied as specified in such Sections; or

11.2 If this Agreement is terminated pursuant to and in accordance with Section 11.1, then the termination shall be without liability of any party; provided however that if the termination shall result from the material breach by a party of a covenant or agreement of such party contained in this Agreement, then such party responsible for the material breach shall be fully liable for any and all reasonable costs and expenses (including reasonable counsel fees and disbursements) sustained or incurred by the non-breaching party.

12.	AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Westport Trust on behalf of the

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Reorganizing Funds, and officers of Hennessy Funds Trust, on behalf of the Hennessy Cornerstone Mid Cap 30 Fund; provided, however, that following the meeting of the shareholders of the Reorganizing Funds, no such amendment may have the effect of changing the provisions for determining the number of shares of the Hennessy Cornerstone Mid Cap 30 Fund to be delivered to the Reorganizing Funds’ Investors under this Agreement to the detriment of such Reorganizing Funds’ Investors, or otherwise materially and adversely affecting the Reorganizing Funds, without the Reorganizing Funds obtaining the Reorganizing Funds’ Investors’ further approval except that nothing in this Section 12 shall be construed to prohibit the Hennessy Cornerstone Mid Cap 30 Fund and the Reorganizing Funds from amending this Agreement to change the Closing Date or Valuation Date by mutual agreement.

13.	INDEMNIFICATION

13.1 Hennessy Funds Trust and the Hennessy Cornerstone Mid Cap 30 Fund shall indemnify, defend and hold harmless the Westport Trust and the Reorganizing Funds, their respective officers, trustees, employees and agents against any and all claims, actions, damages, obligations, losses, liabilities, costs and expenses, including reasonable attorneys’ fees, costs of collection and other costs of defense, actually incurred by the Westport Trust and arising from or in connection with (a) any breach of any representation or warranty of Hennessy Funds Trust on behalf of itself and the Hennessy Cornerstone Mid Cap 30 Fund contained in or made pursuant to this Agreement or (b) any breach of any covenant of Hennessy Funds Trust on behalf of itself and the Hennessy Cornerstone Mid Cap 30 Fund contained in or made pursuant to this Agreement. No party shall be entitled to indemnification under this Agreement unless written notice of the events or circumstances giving rise to such claim for indemnification has been provided to the indemnifying party or parties no later than twenty-four months after the Closing Date, except that the representations and warranties contained in Sections 5.1(a), 5.1(d), 5.2(a), 5.2(e) and 5.2(j) (collectively, the “Fundamental Representations”) shall survive indefinitely.

13.2 The Westport Trust and each of the Reorganizing Funds shall indemnify, defend and hold harmless Hennessy Funds Trust and the Hennessy Cornerstone Mid Cap 30 Fund, its respective officers, trustees, employees and agents against any and all claims, actions, damages, obligations, losses, liabilities, costs and expenses, including reasonable attorneys’ fees, costs of collection and other costs of defense, actually incurred by Hennessy Funds Trust and arising from or in connection with (a) any breach of any representation or warranty of the Westport Trust on behalf of itself and each of the Reorganizing Funds contained in or made pursuant to this Agreement or (b) any breach of any covenant of the Westport Trust on behalf of itself and each of the Reorganizing Funds contained in or made pursuant to this Agreement. No party shall be entitled to indemnification under this Agreement unless written notice of the events or circumstances giving rise to such claim for indemnification has been provided to the indemnifying party or parties no later than twenty-four months after the Closing Date, except that the Fundamental Representations shall survive indefinitely.

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14.

NOTICES

Any notice, report, statement or demand required or permitted by any provision of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy, certified mail or overnight express courier addressed to:

For Hennessy Funds Trust, on behalf of itself and the Hennessy Cornerstone Mid Cap 30 Fund:

Hennessy Funds Trust

7250 Redwood Blvd

Suite 200

Novato, California 94945

Attention: Neil J. Hennessy

With a copy to:

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Attention: Peter D. Fetzer

For the Westport Trust on behalf of itself and the Reorganizing Funds:

The Westport Funds

253 Riverside Avenue

Westport, Connecticut 06880

Attention: Andrew J. Knuth

With a copy to:

Dechert LLP

1900 K Street NW

Washington, DC 20006

Attention: Megan C. Johnson

15.	HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

15.1 The section and paragraph headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to Sections, paragraphs, subparagraphs or Exhibits shall be construed as referring to Sections, paragraphs or subparagraphs hereof or Exhibits hereto, respectively. Whenever the terms “hereto,” “hereunder,” “herein” or “hereof” are used in this Agreement, they

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shall be construed as referring to this entire Agreement, rather than to any individual Section, paragraph, subparagraph or sentence.

15.2 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

15.3 This Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to conflict of law provisions.

15.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

15.5 It is expressly agreed that the obligations of the Reorganizing Funds hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents, or employees of the Westport Trust personally, but shall bind only the Westport Trust property of the Reorganizing Funds, as provided in the Westport Trust’s Declaration of Trust. The execution and delivery of this Agreement has been authorized by the trustees of the Westport Trust on behalf of the Reorganizing Funds and signed by authorized officers of the Westport Trust, acting as such. Neither the authorization by such trustees nor the execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the Westport Trust property of the Reorganizing Funds as provided in the Westport Trust’s Declaration of Trust.

* * *

[Signatures follow on the next page.]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed by its authorized officer.

Hennessy Funds Trust, for itself and on behalf of the Hennessy Cornerstone Mid Cap 30 Fund _____________________________ Neil J. Hennessy, President and Chief Executive Officer		The Westport Funds, for itself and on behalf of the Westport Fund and the Westport Select Cap Fund _____________________________ Edmund H. Nicklin, Jr. President

Hennessy Advisors, Inc., solely for purposes of Section 9 _____________________________ Neil J. Hennessy, President and Chief Executive Officer		Westport Advisers, LLC, solely for purposes of Section 9 _____________________________ Andrew J. Knuth Managing Member

Signature Page

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PRO FORMA COMBINED

SCHEDULES OF INVESTMENTS – April 30, 2016 (Unaudited)

Hennessy Cornerstone Mid Cap 30 Fund

Westport Fund

Westport Select Cap Fund

Hennessy Cornerstone Mid Cap 30 Fund Pro Forma Combined

												HENNESSY
												CORNERSTONE
	HENNESSY											MID CAP 30
	CORNERSTONE						WESTPORT					FUND
	MID CAP 30			WESTPORT			SELECT CAP			PRO FORMA		PRO FORMA
	FUND			FUND			FUND			ADJUSTMENTS		COMBINED
	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value		Shares	Fair Value	Shares	Fair Value
COMMON STOCKS - 98.76%

Consumer Discretionary - 34.34%
AutoNation, Inc. (a)	629,900	$	31,904,435	–	$	–	–	$	–			629,900	$	31,904,435
Bed Bath & Beyond, Inc. (a)	–		–	100,000		4,722,000	–		–			100,000		4,722,000
Belmond Ltd. - Class A (a)	–		–	–		–	128,182		1,174,147			128,182		1,174,147
Big Lots, Inc.	–		–	–		–	421,617		19,335,356			421,617		19,335,356
Boyd Gaming Corp. (a)	1,955,200		36,444,928	–		–	–		–			1,955,200		36,444,928
DeVry Education Group, Inc.	–		–	–		323,150	5,606,652		323,150			5,606,652
Express, Inc. (a)	2,051,700		37,299,906	–		–	191,217		3,476,325			2,242,917		40,776,231
GameStop Corp., Class A	864,100		28,342,480	–		–	–		–			864,100		28,342,480
Interpublic Group of Companies, Inc.	–		–	910,857		20,895,060	–		–			910,857		20,895,060
JC Penney Co., Inc. (a)	4,438,900		41,192,992	–		–	–		–			4,438,900		41,192,992
Lear Corp.	315,900		36,369,567	–		–	–		–			315,900		36,369,567
Lennar Corp.	792,700		35,917,237	–		–	–		–			792,700		35,917,237
Lithia Motors, Inc., Class A	339,818		28,211,690	–		–	–		–			339,818		28,211,690
Mohawk Industrials, Inc. (a)	–		–	16,000		3,082,080	–		–			16,000		3,082,080
NVR, Inc. (a)	24,214		40,226,476	–		–	–		–			24,214		40,226,476
Pool Corp.	487,400		42,603,634	–		–	–		–			487,400		42,603,634
Ross Stores, Inc.	–		–	415,000		23,563,700	–		–			415,000		23,563,700
SeaWorld Entertainment, Inc.	–		–	155,000		3,089,150	–		–			155,000		3,089,150
Sinclair Broadcast Group Inc.	1,274,100		40,860,387	–		–	–		–			1,274,100		40,860,387
The Goodyear Tire & Rubber Co.	1,191,600		34,520,652	–		–	–		–			1,191,600		34,520,652
The Interpublic Group of Companies, Inc.	1,700,300		39,004,882	–		–	–		–			1,700,300		39,004,882
Time Warner, Inc.	–		–	230,000		17,282,200	–		–			230,000		17,282,200
Wayfair, Inc., Class A (a)	915,257		34,550,952			–	–		–			915,257		34,550,952
			507,450,218			72,634,190			29,592,480					609,676,888
Consumer Staples - 5.00%
Casey's General Stores, Inc.	365,100		40,891,200	–		–	–		–			365,100		40,891,200
Ingredion, Inc.	416,600		47,946,494	–		–	–		–			416,600		47,946,494
			88,837,694			–			–					88,837,694
Energy - 2.22%
Anadarko Petroleim Corp.	–		–	200,000		10,552,000	–		–			200,000		10,552,000
EOG Resources, Inc.	–		–	345,000		28,503,900	–		–			345,000		28,503,900
Stone Energy Corp. (a)	–		–	162,541		159,306	150,000		147,015			312,541		306,321
			–			39,215,206			147,015					39,362,221

Financials - 6.19%
AmTrust Financial Services, Inc.	1,178,400		29,283,240	–		–	–		–	1,178,400		29,283,240
Banner Corp.	–		–	–		–	33,580		1,436,553	33,580		1,436,553
Hanover Insurance Group, Inc.	462,900		39,698,304	–		–	–		–	462,900		39,698,304
Radian Group, Inc.	–		–	–		–	657,989		8,415,679	657,989		8,415,679
Willis Group Holdings PLC	–		–	112,025		13,991,923	116,943		14,606,181	228,968		28,598,104
Yadkin Financial Corp.	–		–	–		–	96,913		2,424,763	96,913		2,424,763
			68,981,544			13,991,923			26,883,176			109,856,643
Health Care - 9.91%
Abbott Laboratories	–		–	200,000		7,780,000	–		–	200,000		7,780,000
Charles River Laboratories Internationa, Inc. (a)	–		–	155,000		12,286,850	–		–	155,000		12,286,850
CVS Health Corp.	–		–	192,090		19,305,045	–		–	192,090		19,305,045
Gilead Sciences, Inc.	–		–	95,000		8,379,950	–		–	95,000		8,379,950
Owens & Minor, Inc.	1,101,500		40,083,585	–		–	–		–	1,101,500		40,083,585
Universal Health Services, Inc., Class B	–		–	272,513		36,429,538	231,378		30,930,611	503,891		67,360,149
Varian medical Systems, Inc. (a)	–		–	255,300		20,725,254	–		–			20,725,254
			40,083,585			104,906,637			30,930,611			175,920,833
Industrials - 13.06%
Dycom Industries, Inc. (a)	497,700		35,137,620	–		–	–		–	497,700		35,137,620
Expeditors International of Washington, Inc.	785,500		38,968,655	–		–	–		–	785,500		38,968,655
FedEx Corp.	–		–	122,500		20,225,975	–		–	122,500		20,225,975
Hawaiian Holdings, Inc. (a)	1,130,100		47,543,307	–		–	–		–	1,130,100		47,543,307
JetBlue Airways Corp. (a)	1,551,500		30,704,185	–		–	–		–	1,551,500		30,704,185
ManpowerGroup, Inc.	429,700		33,099,791	–		–	–		–	429,700		33,099,791
Rockwell Collins, Inc.	–		–	100,000		8,819,000	–		–	100,000		8,819,000
United Rentals, Inc. (a)	–		–	–		–	260,400		17,428,572	260,400		17,428,572
			185,453,558			29,044,975			17,428,572			231,927,105
Information Technology - 21.70%
Amphenil Corp.	–		–	389,200		21,729,036	–		–	389,200		21,729,036
CACI international, Inc. (a)	–		–	35,000		3,365,250	–		–	35,000		3,365,250
CDW Corp.	893,900		34,415,150	–		–	–		–	893,900		34,415,150
Check Point Software Technologies Ltd. (a)	–		–	365,000		30,247,550	–		–	365,000		30,247,550
Checkpoint Systems, Inc.	–		–	–		–	54,225		548,757	54,225		548,757
Ciena Corp. (a)	1,633,500		27,491,805	–		–	–		–	1,633,500		27,491,805
FEI Company	–		–	105,000		9,347,100	189,371		16,857,806	294,371		26,204,906
IPG Photonics Corp. (a)	–		–	–		–	174,400		15,115,248	174,400		15,115,248
MasterCard, Inc., Class A	–		–	307,500		29,824,425	–		–	307,500		29,824,425
PTC, Inc. (a)	–		–	650,000		23,699,000	432,804		15,780,034	1,082,804		39,479,034
Rofin-Sinar Technologies, Inc. (a)	–		–	–		–	137,325		4,420,492	137,325		4,420,492
Rogers Corp. (a)	–		–	–		–	220,995		12,676,273	220,995		12,676,273
SYNNEX Corp.	447,900		36,983,103	–		–	–		–	447,900		36,983,103
Synopsys, Inc. (a)	–		–	572,012		27,182,010	394,192		18,732,004	966,204		45,914,014
Tech Data Corp. (a)	539,800		37,078,862	–		–	–		–	539,800		37,078,862
Teradata Corp. (a)	–		–	265,000		6,704,500	–		–	265,000		6,704,500
Zebra Technologies Corp., Class A (a)	–		–	95,000		5,943,200	112,500		7,038,000	207,500		12,981,200
			135,968,920			158,042,071			91,168,614			385,179,605
Materials - 3.75%
Agrium, Inc.			–	70,700		6,088,684	–		–	70,700		6,088,684
Avery Dennison Corp.	607,500		44,110,575			–	–		–	607,500		44,110,575
FCM Corp.			–	380,000		16,438,800	–		–	380,000		16,438,800
			44,110,575			22,527,484			–			66,638,059
Utilities - 2.59%
Atmos Energy Corp.	633,100		45,931,405	–		–	–		–	633,100		45,931,405
			45,931,405			–			–			45,931,405

TOTAL COMMON STOCKS (Cost $1,466,214,397)		$	1,116,817,499		$	440,362,486		$	196,150,468		$	1,753,330,453

SHORT-TERM INVESTMENTS - 2.71%	Shares	Fair Value			Shares	Fair Value		Shares	Fair Value		Shares	Fair Value	Shares	Fair Value
Money Market Funds - 2.71%
Federated U.S. Treasury Cash
Reserve Fund, 0.13% (b)	–	$	–		1,148,740	$	1,148,740	1,458,252	$	1,458,252			2,606,992	$	2,606,992
Fidelity Government Portfolio, Institutional
Class, 0.23% (b)	45,456,213		45,456,213		–		–	–		–			45,456,213		45,456,213
TOTAL SHORT-TERM INVESTMENTS
(Cost $48,063,205)		$	45,456,213			$	1,148,740		$	1,458,252				$	48,063,205

Total Investments (c)
(Cost $1,514,277,602) - 101.47%			1,162,273,712				441,511,226			197,608,720					1,801,393,658
Liabilities Less Other Assets - (1.47)%			(27,515,282	)			897,250			611,068					(26,006,964	)
TOTAL NET ASSETS - 100.00%		$	1,134,758,430			$	442,408,476		$	198,219,788				$	1,775,386,694

Percentages are stated as a percent of net assets.

(a)	Non-income producing security.
(b)	The rate listed is the fund's 7-day yield as of April 30, 2016.
(c)	All of the investments of the Westport Select Cap Fund and Westport Fund are eligible investments of the Hennessy Cornerstone Mid Cap 30 Fund.

Summary of Fair Value Exposure at April 30, 2016

The folllowing is a summary of the inputs used to value the Hennessy Cornerstone Mid Cap 30 Fund's net assets as of April 30, 2016:

Common Stock	Level 1		Level 2		Level 3		Total
Consumer Discretionary	$	507,450,218	$	–	$	–	$	507,450,218
Consumer Staples		88,837,694		–		–		88,837,694
Financials		68,981,544		–		–		68,981,544
Health Care		40,083,585		–		–		40,083,585
Industrials		185,453,558		185,453,558
Information Technology		135,968,920		–		–		135,968,920
Materials		44,110,575		44,110,575
Utilities		45,931,405		–		–		45,931,405
Total Common Stock	$	1,116,817,499	$	–	$	–	$	1,116,817,499

Short-Term Investments
Money Market Funds		45,456,213		–		–		45,456,213
Total Short-Term Investments	$	45,456,213	$	–	$	–	$	45,456,213

Total Investments in Securities	$	1,162,273,712	$	–	$	–	$	1,162,273,712

Transfers between levels are recognized at the end of the reporting period. During the period ended April 30, 2016, the Hennessy Cornerstone Mid Cap 30 Fund recognized no transfers between levels.

The folllowing is a summary of the inputs used to value the Westport Fund's net assets as of April 30, 2016:

Common Stock	Level 1		Level 2		Level 3		Total
Consumer Discretionary	$	72,634,190	$	–	$	–	$	72,634,190
Energy		39,215,206		–		–		39,215,206
Financials		13,991,923		–		–		13,991,923
Health Care		104,906,637		–		–		104,906,637
Industrials		29,044,975		–		–		29,044,975
Information Technology		158,042,071		–		–		158,042,071
Materials		22,527,484		–		–		22,527,484
Total Common Stock	$	440,362,486	$	–	$	–	$	440,362,486

Short-Term Investments
Money Market Funds	$	1,148,740	$	–	$	–	$	1,148,740
Total Short-Term Investments	$	1,148,740	$	–	$	–	$	1,148,740

Total Investments in Securities	$	441,511,226	$	–	$	–	$	441,511,226

Transfers between levels are recognized at the end of the reporting period. During the period ended April 30, 2016, the Westport Fund recognized no transfers between levels.

The folllowing is a summary of the inputs used to value the Westport Select Cap Fund's net assets as of April 30, 2016:

Common Stock	Level 1		Level 2		Level 3		Total
Consumer Discretionary	$	29,592,480	$	–	$	–	$	29,592,480
Energy		147,015		–		–		147,015
Financials		26,883,176		–		–		26,883,176
Health Care		30,930,611		–		–		30,930,611
Industrials		17,428,572		–		–		17,428,572
Information Technology		91,168,614		–		–		91,168,614
Total Common Stock	$	196,150,468	$	–	$	–	$	196,150,468

Short-Term Investments
Money Market Funds	$	1,458,252	$	–	$	–	$	1,458,252
Total Short-Term Investments	$	1,458,252	$	–	$	–	$	1,458,252

Total Investments in Securities	$	197,608,720	$	–	$	–	$	197,608,720

Transfers between levels are recognized at the end of the reporting period. During the period ended April 30, 2016, the Westport Select Cap Fund recognized no transfers between levels.

The folllowing is a summary of the inputs used to value the combined net assets' of the Hennessy Cornerstone Mid Cap 30, Westport Fund, and Westport Select Cap Fund as of April 30, 2016:

Common Stock	Level 1		Level 2		Level 3		Total
Consumer Discretionary	$	609,676,888	$	–	$	–	$	609,676,888
Consumer Staples		88,837,694		–		–		88,837,694
Energy		39,362,221		–		–		39,362,221
Financials		109,856,643		–		–		109,856,643
Health Care		175,920,833		–		–		175,920,833
Industrials		231,927,105		–		–		231,927,105
Information Technology		385,179,605		–		–		385,179,605
Materials		66,638,059		–		–		66,638,059
Utilities		45,931,405		–		–		45,931,405
Total Common Stock	$	1,753,330,453	$	–	$	–	$	1,753,330,453

Short-Term Investments
Money Market Funds	$	48,063,205	$	–	$	–	$	48,063,205
Total Short-Term Investments	$	48,063,205	$	–	$	–	$	48,063,205

Total Investments in Securities	$	1,801,393,658	$	–	$	–	$	1,801,393,658

Transfers between levels are recognized at the end of the reporting period. During the period ended April 30, 2016, the Hennessy Cornerstone Mid Cap 30, Westport Fund, and Westport Select Cap Fund recognized no transfers between levels.

The accompanying notes are an integral part of these financial statements.

PRO FORMA COMBINED

STATEMENTS OF ASSETS AND LIABILITIES – At April 30, 2016 (Unaudited)

Hennessy Cornerstone Mid Cap 30 Fund

Westport Fund

Westport Select Cap Fund

													HENNESSY
													CORNERSTONE
	HENNESSY												MID CAP 30
	CORNERSTONE						WESTPORT						FUND
	MID CAP 30			WESTPORT			SELECT CAP			PRO FORMA			PRO FORMA
	FUND			FUND			FUND			ADJUSTMENTS			COMBINED

ASSETS:
Investments in securities, at value
(cost $1,198,385,812, $238,300,158, and $77,591,632, respectively)	$	1,162,273,712		$	441,511,226		$	197,608,720		$	–		$	1,801,393,658
Cash		–			1,271,092			–			–			1,271,092
Dividends and interest receivable		206,951			192,455			231			–			399,637
Receivable for fund shares sold		3,349,851			9,042			–			–			3,358,893
Receivable for securities sold		55,120			–			1,015,898			–			1,071,018
Prepaid expenses and other assets		81,493			57,757			52,087			–			191,337
Total Assets		1,165,967,127			443,041,572			198,676,936			–			1,807,685,635

LIABILITIES:
Payable for securities purchased		26,875,339			–			–			–			26,875,339
Payable for fund shares redeemed		3,037,630			52,065			92,814			–			3,182,509
Payable to Advisor		704,349			328,090			159,104			–			1,191,543
Payable to Administrator		261,772			–			–			–			261,772
Payable to Auditor		10,565			–			–			–			10,565
Due to Custodian		–			–			9,153			–			9,153
Accrued distribution fees		89,224			–			–			–			89,224
Accrued trustees fees		547			–			–			–			547
Accrued service fees		59,393			–			–			–			59,393
Accrued expenses and other liabilites		169,878			252,941			196,077			–			618,896
Total Liabilities		31,208,697			633,096			457,148			–			32,298,941

NET ASSETS	$	1,134,758,430		$	442,408,476		$	198,219,788		$	–		$	1,775,386,694

NET ASSETS CONSIST OF:
Capital stock	$	1,187,813,466		$	201,104,121		$	29,164,136		$	–		$	1,418,081,723
Accumulated net investment loss		(2,029,665	)		(2,216,416	)		(2,303,628	)		–			(6,549,709	)
Accumulated net realized gain (loss) on investments		(14,913,271	)		40,309,703			51,342,192			–			76,738,624
Unrealized net appreciation (depreciation) on investments		(36,112,100	)		203,211,068			120,017,088			–			287,116,056
Total Net Assets	$	1,134,758,430		$	442,408,476		$	198,219,788		$	–		$	1,775,386,694

NET ASSETS

Investor Class:
Shares authorized (no par value)	Unlimited				N/A			N/A					Unlimited
Net assets applicable to outstanding Investor Class shares	$	703,670,046								$	–		$	703,670,046
Shares issued and outstanding		38,299,840									–			38,299,840
Net asset value, offering price and redemption price per share	$	18.37								$	–		$	18.37

Institutional Class:
Shares authorized (no par value)	Unlimited				N/A			N/A					Unlimited
Net assets applicable to outstanding Institutional Class shares	$	431,088,384								$	640,628,264	(A)	$	1,071,716,648
Shares issued and outstanding		22,975,060									34,148,628	(A)		57,123,688
Net asset value, offering price and redemption price per share	$	18.76								$	–		$	18.76

Class R:
Shares authorized (no par value)		N/A		Unlimited			Unlimited							–
Net assets applicable to outstanding Class R shares				$	331,502,285		$	99,136,874						–
Shares issued and outstanding					11,101,857			7,246,157			(18,348,014	)(A)		–
Net asset value, offering price and redemption price per share				$	29.86		$	13.68		$	–		$	–

Class I:
Shares authorized (no par value)		N/A		Unlimited			Unlimited							–
Net assets applicable to outstanding Class I shares				$	110,906,191		$	99,082,914						–
Shares issued and outstanding					3,677,702			6,627,591			(10,305,293	)(A)		–
Net asset value, offering price and redemption price per share				$	30.16		$	14.95		$	–		$	–

(A)	Class R and Class I shares of the Westport Fund and Westport Select Cap Fund will be converted to Institutional Class shares upon consummation of the reorganization. Adjustment reflects additional shares issued in reorganization.

The accompanying notes are an integral part of these financial statements.

PRO FORMA COMBINED

STATEMENTS OF OPERATIONS - For the twelve month period ended April 30, 2016 (Unaudited)

Hennessy Cornerstone Mid Cap 30 Fund

Westport Fund

Westport Select Cap Fund

													HENNESSY
													CORNERSTONE
	HENNESSY												MID CAP 30
	CORNERSTONE						WESTPORT						FUND
	MID CAP 30			WESTPORT			SELECT CAP			PRO FORMA			PRO FORMA
	FUND			FUND			FUND			ADJUSTMENTS			COMBINED
INVESTMENT INCOME:
Dividend income (1)	$	9,305,698		$	4,324,502		$	1,824,476		$	–		$	15,454,676
Interest income		30,351			–			–			–			30,351
Total investment income		9,336,049			4,324,502			1,824,476			–			15,485,027

EXPENSES:
Investment advisory fees		6,682,559			4,607,674			2,649,007			(2,520,681	)(A)		11,418,559
Administration, fund accounting, custody and transfer agent fees		888,917			233,455			120,141			267,204	(A)		1,509,717
Sub-transfer agent expenses:
Investor Class		1,372,652			–			–			21,113	(B)		1,393,765
Institutional Class		246,780			–			–			640,000	(C)		886,780
Class R		–			491,565			265,289			(756,854	)(C)		–
Class I		–			82,317			92,528			(174,845	)(C)		–
Distribution fees - Investor Class		519,951			–			–			430,343	(D)		950,294
Service fees:
Investor Class		634,315			–			–			–			634,315
Class R		–			531,170			171,976			(703,146	)(C)
Federal and state registration fees		101,765			36,786			41,987			(28,773	)(E)		151,765
Professional fees		32,596			38,112			22,172			(57,784	)(E)		35,096
Compliance expense		23,094			18,435			16,254			(33,229	)(E)		24,554
Reports to shareholders		53,328			23,125			31,837			(14,962	)(E)		93,328
Trustees' fees and expenses		13,665			30,055			30,055			(57,110	)(E)		16,665
Interest expense		2,841			–			–			–			2,841
Insurance expense		18,108			31,527			18,009			(41,286	)(E)		26,358
Other		24,591			43,887			73,913			(110,300	)(E)		32,091
Total expenses		10,615,162			6,168,108			3,533,168			(3,140,310	)		17,176,128
NET INVESTMENT LOSS	$	(1,279,113	)	$	(1,843,606	)	$	(1,708,692	)	$	3,140,310		$	(1,691,101	)

REALIZED AND UNREALIZED GAINS (LOSSES):

Net realized gain (loss) on investments	$	(6,227,094	)	$	78,640,569		$	77,141,428		$	–		$	149,554,903
Change in unrealized appreciation (depreciation) on investments		(91,603,143	)		(99,789,009	)		(98,349,417	)		–			(289,741,569	)
Net loss on investments		(97,830,237	)		(21,148,440	)		(21,207,989	)		–			(140,186,666	)

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(99,109,350	)	$	(22,992,046	)	$	(22,916,681	)	$	3,140,310		$	(141,877,767	)

(1)	Net of foreign taxes withheld of $0, $36,110, and $0 respectively.

(A)	Based on the contract in effect for the surviving fund.
(B)	The increase represents an adjustment for a full twelve months of sub-transfer agent expenses on the Investor Class shares of the surviving fund.
(C)	The adjustments to the service fees and sub-transfer agent expenses are due to the conversion of the Westport Fund and Westport Select Cap Fund, Class R and Class I shares into Institutional Class shares of the surviving fund.
(D)	The increase represents an adjustment for a full twelve months of Distribution (12b-1) fees on the Investor Class shares of the surviving fund.
(E)	The adjustments to federal and state registration fees, professional fees, compliance expense, reports to shareholders and Trustees' fees and expenses, insurance expense and other expense reflects the elimination of duplicative costs or economies of scale and are based on post-reorganization arrangements.

The accompanying notes are an integral part of these financial statements.

Notes to Pro Forma Combined Financial Statements of

Hennessy Cornerstone Mid Cap 30 Fund, Westport Fund and Westport Select Cap Fund

April 30, 2016 (Unaudited)

Basis of Combination

The Hennessy Cornerstone Mid Cap 30 Fund (the “Acquiring Fund”), is a diversified series of Hennessy Funds Trust, which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Westport Fund and the Westport Select Cap Fund (each a “Target Fund” and collectively, the “Target Funds”), are each diversified series of The Westport Funds, which is registered as an open-end management investment company under the 1940 Act.

The Statement of Assets and Liabilities, Statement of Operations, and Schedule of Investments reflect the accounts of the Target Funds and the Acquiring Fund as if the proposed reorganization occurred as of and for the period ended April 30, 2016. These statements have been derived from books and records utilized in calculating daily net asset value at April 30, 2016. The Acquiring Fund will be the accounting survivor of the reorganization.

The accompanying combined pro forma financial statements should be read in conjunction with the financial statements of the Target Funds and the Acquiring Fund included in their respective annual report dated December 31, 2015, and semi-annual report dated April 30, 2016.

Under the terms of the Agreement and Plan of Reorganization between Hennessy Funds Trust and The Westport Funds pursuant to which (i) all of the assets of the Westport Fund will be transferred to the Hennessy Cornerstone Mid Cap 30 Fund, in exchange for Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund, with the Hennessy Cornerstone Mid Cap 30 Fund assuming the liabilities (other than the excluded liabilities) of the Westport Fund and (ii) all of the assets of the Westport Select Cap Fund will be transferred to the Hennessy Cornerstone Mid Cap 30 Fund, in exchange for Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund, with the Hennessy Cornerstone Mid Cap 30 Fund assuming the liabilities (other than the excluded liabilities) of the Westport Select Cap Fund. The Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund will be distributed pro rata to the Class R and Class I shareholders of each of the Target Funds. The reorganization is intended to qualify as a tax-free reorganization so that shareholders of the Target Funds will not recognize any gain or loss through the exchange of shares in the reorganization.

Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Target Funds and the Acquiring Fund (collectively, the “Funds”), in preparation of their financial statements. These policies are in conformity with generally accepted accounting principles in the United States (“GAAP”).

a) Investment Valuation

The Funds follow authoritative fair valuation accounting standards that establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion in changes in valuation techniques and related inputs during the period. These inputs are summarized in the three broad levels listed below:

Level 1 –Unadjusted, quoted prices in active markets for identical instruments that a Fund has the ability to access at the date of measurement.

Level 2 – Other significant observable inputs (including, but not limited to, quoted prices in active markets for similar instruments, quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets (such as interest rates, prepayment speeds, credit risk curves, default rates, and similar data)).

Level 3 –Significant unobservable inputs (including a Fund’s own assumptions about what market participants would use to price the asset or liability based on the best available information) when observable inputs are unavailable.

Following is a description of the valuation techniques applied to the Funds’ major categories of assets and liabilities measured at fair value on a recurring basis.

Equity Securities – Equity securities, including common stocks, preferred stocks, exchange-traded

funds, closed-end mutual funds, partnerships, rights, and real estate investment trusts, that are traded on a securities exchange for which a last-quoted sales price is readily available will generally be valued at the last sales price as reported by the primary exchange on which the securities are listed. Securities listed on The NASDAQ Stock Market (“NASDAQ”) will generally be valued at the NASDAQ Official Closing Price, which may differ from the last sales price reported. Securities traded on a securities exchange for which a last-quoted sales price is not readily available will generally be valued at the mean between the bid and ask prices. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified in Level 1 of the fair value hierarchy.

Registered Investment Companies – Investments in registered investment companies (e.g., mutual funds) are generally priced at the ending net asset value provided by the applicable registered investment company’s service agent and will be classified in Level 1 of the fair value hierarchy.

Debt Securities – Debt securities, including corporate bonds, asset-backed securities, mortgage-backed securities, municipal bonds, U.S. Treasuries, and U.S. government agency issues, are generally valued at market on the basis of valuations furnished by an independent pricing service that utilizes both dealer-supplied valuations and formula-based techniques. The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer. In addition, the model may incorporate observable market data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued primarily using dealer quotations. These securities are generally classified in Level 2 of the fair value hierarchy.

Short-Term Securities – Short-term equity investments, including money market funds, are valued in the manner specified above. Short‑term debt investments with an original term to maturity of 60 days or less are valued at amortized cost, which approximates fair market value. If the original term to maturity of a short‑term debt investment exceeded 60 days, then the values as of the 61st day prior to maturity are amortized. Amortized cost is not used if its use would be inappropriate due to credit or other impairments of the issuer, in which case the security’s fair value would be determined, as described below. Short-term securities are generally classified in Level 1 or Level 2 of the fair market hierarchy depending on the inputs used and market activity levels for specific securities.

The Board of Trustees of the Acquiring Fund (the “Board”) has adopted fair value pricing procedures that are followed when a price for a security is not readily available or if a significant event has occurred that indicates the closing price of a security no longer represents the true value of that security. Fair value pricing determinations are made in good faith in accordance with these procedures. There are numerous criteria that will be given consideration in determining a fair value of a security, such as the trading volume of a security and markets, the value of other like securities, and news events with direct bearing to a security or markets. Fair value pricing results in an estimated price for a security that reflects the amount the Acquiring Fund might reasonably expect to receive in a current sale. Depending on the relative significance of the valuation inputs, these securities may be classified in either Level 2 or Level 3 of the fair value hierarchy.

The Board has delegated day-to-day valuation matters to a Valuation Committee comprised of one or more representatives from Hennessy Advisors, Inc. (the “Advisor”), the Acquiring Fund’s investment advisor. The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available. All actions taken by the Valuation Committee are reviewed by the Board.

The Acquiring Fund has performed an analysis of all existing investments to determine the significance and character of all inputs to their fair value determination. Various inputs are used in determining the value of the Acquiring Fund’s investments. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Details related to the fair valuation hierarchy of the Acquiring Fund’s securities as of April 30, 2016, are included in the Pro Forma Combined Schedules of Investments.

b) Federal Income Taxes

Provision for federal income taxes or excise taxes has not been made since each of the Funds have elected to be taxed as “regulated investment companies” and intend to distribute substantially all taxable income to shareholders and otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Net investment income or loss and realized gains and losses for federal income tax purposes may differ from that reported on the financial statements because of temporary book and tax basis differences. Temporary differences are primarily the result of the treatment of wash sales for tax reporting purposes. The Funds recognize interest and penalties related to income tax benefits, if any, in the statement of operations as an income tax expense. Distributions from net realized gains for book purposes may include short-term capital gains, which are included as ordinary income to shareholders for tax purposes.

c) Other

Investment and shareholder transactions are recorded on the trade date. The Acquiring Fund determines the gain or loss realized from the investment transactions by comparing the original cost of the security lot sold

with the net sale proceeds. Discounts and premiums on securities purchased are accreted/amortized over the life of the respective security.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

3. Service Providers

Hennessy Advisors, Inc. (the “Advisor”) will serve as the Acquiring Fund’s investment adviser after the reorganization. U.S. Bancorp Fund Services, LLC (the “Administrator”) will serve as the administrator, transfer agent and fund accountant to the Acquiring Fund after the reorganization. U.S. Bank, N.A., an affiliate of the Administrator, will serve as the custodian to the Acquiring Fund after the reorganization.

4. Share Classes and Fees

The Target Funds offer Class R and Class I shares. The Acquiring Fund offers Investor and Institutional Class shares. Each class of shares differs principally in its respective administration, 12b-1 distribution and service, shareholder servicing and transfer agent expenses and sales charges, if any. Each class has identical rights to earnings, assets and voting privileges, except for class-specific expenses and exclusive rights to vote on matters affecting only individual classes. More information on the classes of shares offered can be found in the Proxy Statement/Prospectus.

The investment advisory fee and service fees have been charged to the Acquiring Fund at the combined level of average net assets for the period ended April 30, 2016.

The Pro Forma net asset values per share assume shareholders of the Class R shares and the Class I shares of the Target Funds would receive Institutional Class shares of the Acquiring Fund based on conversion ratios determined on April 30, 2016, in connection with the proposed reorganization. The conversion ratios are calculated by dividing the net assets of each class of the Target Funds by the net asset value per share of the Institutional Class of the Acquiring Fund.

Each of the Funds has entered into an agreement with its investment advisor to furnish investment advisory services to the Funds. The terms of these agreements are as follows:

Currently, the Acquiring Fund pays the Advisor a monthly fee at the annual rate of 0.74% of the Acquiring Fund’s average daily net assets. This agreement will continue in effect following the reorganization.

Currently, the Target Funds pay Westport Advisers (“Westport”) a monthly fee at the annual rate of 0.90% of the Westport Fund’s average daily net assets and 1.00% of the Westport Select Cap Fund’s average daily net assets.

The Acquiring Fund has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, that authorizes payments in connection with the distribution of the Acquiring Fund’s Investor Class shares at an annual rate of up to 0.25% of the Acquiring Fund’s average daily net assets attributable to Investor Class shares. Even though the authorized rate is up to 0.25%, the Acquiring Fund has only used up to 0.15% of its average daily net assets attributable to Investor Class shares for such purpose since the plan was implemented on November 1, 2015. Amounts paid under the plan may be spent on any activities or expenses primarily intended to result in the sale of shares, including, but not limited to, advertising, shareholder account servicing, the printing and mailing of prospectuses to other than current shareholders, the printing and mailing of sales literature, and compensation for sales and marketing activities or to financial institutions and others, such as dealers and distributors. The Target Funds have not adopted a distribution plan pursuant to Rule 12b-1 under the Investment Company Act.

The Acquiring Fund’s Board of Trustees has approved a Shareholder Servicing Agreement for the Investor Class shares of the Acquiring Fund, which was instituted to compensate the Advisor for the non-investment management services it provides to the Acquiring Fund. The Shareholder Servicing Agreement provides for a monthly fee paid to the Advisor at an annual rate of 0.10% of the Acquiring Fund’s average daily net assets attributable to Investor Class shares, as described in the Acquiring Fund’s prospectus. This agreement will continue in effect following the reorganization.

The Acquiring Fund has entered into agreements with various brokers, dealers, and financial intermediaries in connection with the sale of shares of the Acquiring Fund. The agreements provide for periodic payments by the Acquiring Fund to the brokers, dealers, and financial intermediaries for providing certain shareholder maintenance services (sub-transfer agent expenses). These shareholder services include the pre-processing and quality control of new accounts, shareholder correspondence, answering customer inquiries regarding account status, and facilitating shareholder telephone transactions.

The Target Funds, on behalf of the Class R shares of each Target Fund, have adopted a Shareholder Services Plan (the “Plan”). Under the Plan, the Westport Funds may enter into agreements pursuant to which a shareholder servicing agent performs certain shareholder services such as establishing and maintaining accounts and records, answering shareholder inquiries, providing personnel and facilities to maintain shareholder accounts and records, assisting shareholders in processing purchases, exchanges, and redemption transactions, facilitating wiring of funds, integrating periodic statements with other shareholder transactions, and providing other services as requested by shareholders. For these services, each Target Fund pays the servicing agent a fee of up to 0.25% of the average daily net assets attributable to the Class R shares owned by investors for which the servicing agent maintains a servicing relationship. In addition, the Target Funds receive certain transfer agency services (sub-transfer agent expenses) from various shareholder servicing agents for Class R and Class I shares not otherwise provided by the Target Funds’ transfer agent. These arrangements have been approved by the Board of Trustees of The Westport Funds.

5. Capital Shares

The combined pro forma net asset values per share assume that the issuance of Acquiring Fund shares to each of the Target Fund’s shareholders would have occurred at April 30, 2016, in connection with the proposed reorganization. The pro forma number of shares outstanding, by class, for the combined fund consists of the following at April 30, 2016:

	Hennessy Cornerstone Mid Cap 30 Fund	Westport Fund	Westport Select Cap Fund	Pro Forma Adjustments	Hennessy Cornerstone Mid Cap 30 Fund Pro Forma Combined
Investor Class
Shares Outstanding	38,299,840	N/A	N/A	-	38,299,840
Class R
Shares Outstanding	N/A	11,101,857	7,246,157	(18,348,014)	-
Class I
Shares Outstanding	N/A	3,677,702	6,627,591	(10,305,293)	-
Institutional Class
Shares Outstanding	22,975,060	N/A	N/A	34,148,628	57,123,688

6. Merger Costs

All costs associated with the reorganization, other than expenses related to any portfolio realignment, will be paid by the Advisor and Westport.

	Westport Fund (Class R)	Westport Fund (Class I)	Westport Select Cap Fund (Class R)	Westport Select Cap Fund (Class I)	Hennessy Cornerstone Mid Cap 30 Fund Pro Forma (Institutional)
Advisory Fee	0.90%	0.90%	1.00%	1.00%	0.74%

Annual Expense Ratio	1.23%	1.07%	1.43%	1.17%	0.97%

Savings in Annual Expense Ratio as compared to Hennessey Cornerstone Mid Cap 30 Fund Pro Forma (Institutional)	0.26%	0.10%	0.46%	0.20%	N/A

I.	SYNOPSIS			1
	A.	Overview		1
	B.	Reasons for the Reorganization and Board Deliberations		1
	C.	The Proposed Plan and Resulting Reorganization		3
	D.	Comparison of the Funds and the Hennessy Cornerstone Mid Cap 30 Fund		4
		1.	Investment Objectives and Principal Investment Policies	4
		2.	Investment Advisory Services	6
		3.	Distribution Services	6
		4.	Purchase and Redemption Procedures	6
		5.	Exchange Procedures	7
	E.	Other Significant Considerations and Consequences of the Proposed Reorganization		8
	F.	Federal Tax Consequences of the Proposed Reorganization		9

II.	PRINCIPAL RISK FACTORS			9

III.	COMPARISON FEE TABLES AND EXAMPLES			11
	A.	Fee Tables		11
	B.	Example		13

IV.	THE PROPOSED PLAN AND RESULTING REORGANIZATION			14
	A.	Summary of the Proposed Reorganization		15
	B.	Terms of the Plan		16
	C.	Description of the Hennessy Cornerstone Mid Cap 30 Fund Shares		18
	D.	Reasons for the Reorganization Considered by the Board		18
	E.	Federal Income Tax Consequences		18
	F.	Comparison of Shareholder Rights		20
	G.	Capitalization		22

V.	INFORMATION ABOUT THE FUNDS AND THE HENNESSY CORNERSTONE MID CAP 30 FUND			22
	A.	Investment Objective and Investment Strategies		22
	B.	Fees and Expenses		23
	C.	Performance and Portfolio Turnover		23
	D.	Investment Advisor and Portfolio Managers		25
	E.	Payments to Broker-Dealers and Other Financial Intermediaries		26
	F.	Net Asset Value		27
	G.	Shares		28
	H.	Taxes, Dividends and Distributions		37
	I.	Financial Highlights		39
	J.	Distribution Arrangements		39

VI.	VOTING INFORMATION			40
	A.	Method and Cost of Solicitation		41

	B.	Right of Revocation	41
	C.	Voting Securities and Principal Holders	42

VII.	ADDITIONAL INFORMATION		44

VIII.	MISCELLANEOUS INFORMATION		44
	A.	Other Business	44
	B.	Next Meeting of Shareholders	44
	C.	Legal Matters	45
	D.	Experts	45

Exhibit A			A-1

Exhibit B			B-1

	Investment Minimums

	Westport Fund (Class R)	Westport Select Cap Fund (Class R)	Westport Fund & Westport Select Cap Fund (Class I)	Hennessy Cornerstone Mid Cap 30 Fund (Institutional)
Regular (New Investor)	$2,500	$5,000	$250,000	$250,000
Additional Investment (Current Westport Fund Shareholders)	None	None	None	None
Retirement (Roth and Regular)	$2,000	$2,000	$250,000	None
Automatic Investment Plans	$1,000	$1,000	$250,000	$100

	Westport Fund (Class R)	Westport Fund (Class I)	Westport Select Cap Fund (Class R)	Westport Select Cap Fund (Class I)	Hennessy Cornerstone Mid Cap 30 Fund Pro Forma (Institutional)
Advisory Fee	0.90%	0.90%	1.00%	1.00%	0.74%
Annual Expense Ratio	1.23%	1.07%	1.43%	1.17%	0.97%
Savings in Annual Expense Ratio as compared to Hennessey Cornerstone Mid Cap 30 Fund Pro Forma (Institutional)	0.26%	0.10%	0.46%	0.20%	N/A

Shareholder Fees	Class R	Class I
(fees paid directly from your investment)	None	None

Management Fees	0.90%	0.90%
Distribution and Service (12b-1) Fees	None	None
Other Expenses	0.33%	0.17%
Shareholder Servicing	0.13%	None
Remaining Other Expenses	0.20%	0.17%
Total Annual Fund Operating Expenses	1.23%	1.07%

Shareholder Fees	Institutional Class	Institutional Class Pro Forma
(fees paid directly from your investment)	None	None

Westport Fund

	One Year	Three Years	Five Years	Ten Years
Class R	$125	$390	$676	$1,489
Class I	$109	$340	$590	$1,306

	Westport Fund		Westport Select Cap Fund	Hennessy Cornerstone Mid Cap 30 Fund – Institutional Class Only	Pro Forma Adjustments	Hennessy Cornerstone Mid Cap 30 Fund – Institutional Class Only After Reorganization Pro Forma
Class R
Aggregate Net Assets	$331,502,285		$99,136,874	---	---	---
Shares Outstanding	11,101,857		7,246,157	---	---	---
Net Asset Value Per Share	$29.86		$13.68	---	---	---

Class I
Aggregate Net Assets		$110,906,191	$99,082,914	---	---	---
Shares Outstanding		3,677,702	6,627,591	---	---	---
Net Asset Value Per Share		$30.16	$14.95	---	---	---

Institutional Class
Aggregate Net Assets		---	---	$431,088,384	$640,628,264	$1,071,716,648
Shares Outstanding		---	---	22,975,060	34,148,628	57,123,688
Net Asset Value Per Share		---	---	$18.76	$0	$18.76

		One Year	Five Years	Ten Years*
Hennessy Cornerstone Mid Cap 30 Fund – Institutional
	Return before taxes	0.23%	12.73%	8.83%
	Return after taxes on distributions	-0.03%	11.91%	8.17%
	Return after taxes on distributions and sale of Fund shares	0.35%	10.15%	7.20%
Russell Midcap® Index
(reflects no deduction for fees, expenses or taxes)		-2.44%	11.44%	8.00%
S&P 500 Index
(reflects no deduction for fees, expenses or taxes)		1.38%	12.57%	7.31%

Westport Fund – Class R	Shares	Percentage

National Financial Services Corp. For Exclusive Benefit of our Customers New York, New York 10281	4,248,529	39.90%

Charles Schwab & Co. Inc. Special Custody Account for Customers Attn: Mutual Funds San Francisco, California 94104	3,445,198	32.35%

TD Ameritrade, Inc. For the Exclusive Benefit of our Clients Omaha, Nebraska 68103	1,888,146	17.73%

Westport Fund – Class I	Shares	Percentage

Charles Schwab & Co. Inc. Special Custody Account for Customers Attn: Mutual Funds San Francisco, California 94104	1,645,140	48.58%

Draper Co. Bryn Mawr, Pennsylvania 19010	669,054	19.76%

National Financial Services Corp. For Exclusive Benefit of our Customers New York, New York 10281	312,478	9.23%

Westport Select Cap Fund – Class R	Shares	Percentage

Charles Schwab & Co. Inc. Special Custody Account for Customers Attn: Mutual Funds San Francisco, California 94104	2,027,009	43.45%

National Financial Services Corp. For Exclusive Benefit of our Customers New York, New York 10281	1,388,305	29.76%

TD Ameritrade, Inc. For the Exclusive Benefit of our Clients Omaha, Nebraska 68103	266,298	5.71%

Westport Select Cap Fund – Class I	Shares	Percentage

Charles Schwab & Co. Inc. Special Custody Account for Customers Attn: Mutual Funds San Francisco, California 94104	673,443	15.45%

TD Ameritrade, Inc. For the Exclusive Benefit of our Clients Omaha, Nebraska 68103	441,397	10.13%

Strafe Co. FAO W36166002 Newark, Delaware 19714	413,071	9.48%

Pershing LLC For the Benefit of its Customers Jersey City, New Jersey 07399	357,654	8.20%

Lincoln Retirement Services Co. For the Exclusive Benefit of Mississippi Health Services Fort Wayne, Indiana 46801	339,369	7.79%

Andrew Knuth Weston, Connecticut 06883	324,151	7.44%

National Financial Services Corp. For Exclusive Benefit of our Customers New York, New York 10281	271,881	6.24%

	Year Ended October 31,
	2015	2014	2013	2012	2011
PER SHARE DATA:
Net asset value, beginning of year	$19.36	$17.62	$14.31	$12.32	$11.29

Income from investment operations:
Net investment income (loss)	(0.03)	(0.08)	0.14	0.09	(0.05)
Net realized and unrealized gains on investments	2.38	3.17	3.41	1.90	1.08
Total from investment operations	2.35	3.09	3.55	1.99	1.03

Less distributions:
Dividends from net investment income	—	(0.09)	(0.24)	—	—
Dividends from net realized gains	(1.16)	(1.26)	—	—	—
Total distributions	(1.16)	(1.35)	(0.24)	—	—
Net asset value, end of year	$20.55	$19.36	$17.62	$14.31	$12.32
TOTAL RETURN	12.62%	18.57%	25.15%	16.15%	9.12%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of year (millions)	$306.04	$75.53	$51.19	$41.62	$24.06
Ratio of expenses to average net assets:
Before expense reimbursement	0.96%	1.07%	1.11%	1.16%	1.14%
After expense reimbursement	0.96%	0.98%	0.98%	0.98%	0.98%
Ratio of net investment income (loss) to average net assets:
Before expense reimbursement	0.41%	(0.29)%	0.71%	0.90%	(0.41)%
After expense reimbursement	0.41%	(0.20)%	0.84%	1.08%	(0.57)%
Portfolio turnover rate⁽¹⁾	5%	132%	212%	25%	107%

ADDITIONAL INFORMATION ABOUT THE FUNDS	B-1

PRO FORMA FINANCIAL INFORMATION	B-2


		For	Against	Abstain
1.	To approve the reorganization of the Westport Fund into the Hennessy Cornerstone Mid Cap 30 Fund pursuant to the Agreement and Plan of Reorganization.	☐	☐	☐

2.	If necessary, to approve adjourning the special meeting to permit further solicitation of proxies in the event a quorum does not exist or a quorum exists but there are not sufficient votes at the time of the special meeting to approve the Agreement and Plan of Reorganization.	☐	☐	☐

	To vote and otherwise represent the undersigned shareholder(s) on any matter that may properly come before the Meeting or any adjournments or postponements thereof in the discretion of the proxy holder. This proxy is solicited by the Board of Trustees and the Board of Trustees recommends that you vote FOR the Proposals. Please vote by checking the appropriate box. PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.




	Note: Please sign exactly as your name(s) appear(s) on the records of the Fund and date. If joint owners, each holder should sign this proxy. When signing as attorney, executor, administrator, trustee, guardian, or officer of a corporation or other entity or in another representative capacity, please give your full title. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by authorized person.



Signature [PLEASE SIGN WITHIN BOX]	Date	Signature [Joint Owners]	Date






	THE WESTPORT FUND PROXY FOR SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE WESTPORT FUND The undersigned shareholder of the Westport Fund (the "Fund") a series of The Westport Funds, hereby appoints Neil J. Hennessy, Teresa M. Nilsen and Daniel B. Steadman, or any of them, with full power of substitution, as proxies for the undersigned, to represent and cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Special Meeting of Shareholders of the Fund (the "Meeting") to be held on September 19, 2016 at 11:00 a.m. local time, in the offices of The Westport Funds at 253 Riverside Avenue, Westport, CT 06880, and at any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of the Meeting of Shareholders and of the accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Trustees' recommendations.


	PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.






	THE WESTPORT SELECT CAP FUND PROXY FOR SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE WESTPORT SELECT CAP FUND The undersigned shareholder of the Westport Select Cap Fund (the "Fund") a series of The Westport Funds, hereby appoints Neil J. Hennessy, Teresa M. Nilsen and Daniel B. Steadman, or any of them, with full power of substitution, as proxies for the undersigned, to represent and cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Special Meeting of Shareholders of the Fund (the "Meeting") to be held on September 19, 2016 at 11:00 a.m. local time, in the offices of The Westport Funds at 253 Riverside Avenue, Westport, CT 06880, and at any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of the Meeting of Shareholders and of the accompanying Proxy Statement and revokes any proxy heretofore given with respect to the Meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Trustees' recommendations.


	PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.