EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made as of this [•] day of [•], 2017, 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 Hennessy Cornerstone Large Growth Fund (each a “Surviving Fund” and, together, the “Surviving Funds”), and Rainier Investment Management Mutual Funds, a Delaware statutory trust (the “Rainier Trust”), on behalf of the Rainier Mid Cap Equity Fund, the Rainier Small/Mid Cap Equity Fund and the Rainier Large Cap Equity Fund (each a “Reorganizing Fund” and, together, the “Reorganizing Funds”). Shareholders of the Reorganizing Funds are referred to herein as “Investors.” This Agreement shall be treated as if each Reorganization (as defined herein) between a Reorganizing Fund and its corresponding Surviving Fund contemplated hereby had been the subject of a separate agreement.

Rainier Investment Management, LLC (“Rainier”) joins this Agreement solely for purposes of Section 9. Rainier represents and warrants that the execution, delivery and performance of this Agreement by Rainier will have been duly authorized prior to the Closing Date (as defined in Section 3.1) by all necessary action on the part of Rainier, and this Agreement will constitute a valid and binding obligation of Rainier 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 corresponding Surviving Fund, and that the Surviving Fund assume all liabilities, expenses, costs, charges and reserves of the corresponding Reorganizing Fund, whether absolute or contingent, known or unknown, accrued or unaccrued (other than Excluded Liabilities, as defined in that certain Transaction Agreement between Hennessy Advisors, Rainier and Rainier’s majority owner, Manning & Napier Group, LLC, dated as of May 10, 2017) (each a “Liability” and together the “Liabilities”), in exchange for Investor Class and Institutional Class shares of the corresponding Surviving Fund, as applicable (“Shares”), and that these Shares be distributed immediately after the Closing (as defined in the preamble to Section 1), by each Reorganizing Fund to its Investors in liquidation of such Reorganizing Fund as follows:

·	all of the assets of the Rainier Mid Cap Equity Fund will be transferred to the Hennessy Cornerstone Mid Cap 30 Fund, in exchange for Investor Class and Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund, which will be distributed pro rata

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by the Rainier Mid Cap Equity Fund to its Original Class and Institutional Class shareholders, respectively, and the Hennessy Cornerstone Mid Cap 30 Fund will assume the Rainier Mid Cap Equity Fund’s liabilities (other than the Excluded Liabilities);

all of the assets of the Rainier Small/Mid Cap Equity Fund will be transferred to the Hennessy Cornerstone Mid Cap 30 Fund, in exchange for Investor Class and Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund, which will be distributed pro rata by the Rainier Small/Mid Cap Equity Fund to its Original Class and Institutional Class shareholders, respectively, and the Hennessy Cornerstone Mid Cap 30 Fund will assume the Rainier Small/Mid Cap Equity Fund’s liabilities (other than the Excluded Liabilities); and

all of the assets of the Rainier Large Cap Equity Fund will be transferred to the Hennessy Cornerstone Large Growth Fund, in exchange for Investor Class and Institutional Class shares of the Hennessy Cornerstone Large Growth Fund, which will be distributed pro rata by the Rainier Large Cap Equity Fund to its Original Class and Institutional Class shareholders, respectively, and the Hennessy Cornerstone Large Growth Fund will assume the Rainier Large Cap Equity Fund’s liabilities (other than the Excluded Liabilities).

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.

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 applicable Surviving Fund and such Surviving Fund shall assume the Reorganizing Fund’s Liabilities. Such Surviving Fund shall, as consideration therefor, on the Closing Date, deliver to the applicable Reorganizing Fund, the Surviving Fund’s Shares, 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 Surviving Fund Shares computed in the manner and as of the time and date set forth in Section 2.2. 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, each of the Reorganizing Funds shall distribute the appropriate number of Shares of the applicable Surviving Fund to the Investors of both classes of such Reorganizing Fund in liquidation of the Reorganizing Fund, as provided in Section 1.4 hereof. The Agreement and transactions contemplated hereunder for each Reorganizing Fund and its corresponding Surviving Fund are hereinafter referred to as the “Reorganization.”

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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 applicable Surviving Fund with a schedule of its assets and its known liabilities, and such Surviving Fund will provide the Reorganizing Fund with a copy of the current investment objective and policies applicable to the Surviving 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 applicable Surviving Fund, acquire any additional securities. If it is determined that the portfolios of a Reorganizing Fund and the applicable Surviving Fund, when aggregated, would contain investments exceeding certain percentage limitations to which such Surviving Fund is or will be subject with respect to such investments, the Reorganizing Fund, if requested by the Surviving 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. Each Surviving Fund will assume all of the Liabilities of the corresponding Reorganizing Fund. A Surviving 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 Rainier Mid Cap Equity Fund will distribute the Investor Class and Institutional Class Shares, as applicable, of the Hennessy Cornerstone Mid Cap 30 Fund received by the Rainier Mid Cap Equity 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 Rainier Mid Cap Equity Fund; the Rainier Small/Mid Cap Equity Fund will distribute the Investor Class and Institutional Class Shares, as applicable, of the Hennessy Cornerstone Mid Cap 30 Fund received by the Rainier Small/Mid Cap Equity 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 Rainier Small/Mid Cap Equity Fund; and the Rainier Large Cap Equity Fund will distribute the Investor Class and Institutional Class and Shares, as applicable, of the Hennessy Cornerstone Large Growth Fund received by the Rainier Large Cap Equity 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 Rainier Large Cap Equity Fund. Holders of Original Class and Institutional Class shares of each of the Reorganizing Funds will receive Investor Class and Institutional Class Shares, respectively, of the applicable Surviving Fund. The distribution will be accomplished by an instruction, signed by an appropriate officer of Hennessy Funds Trust, to

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transfer the Surviving Funds’ Shares then credited to the applicable Reorganizing Fund’s account on the books of the Surviving Funds to open accounts on the books of the Surviving Funds established and maintained by the Surviving Funds’ transfer agent in the names of record of the applicable Reorganizing Fund’s Investors and representing the number of Shares of each Surviving Fund due to each Investor of the Reorganizing Funds. All issued and outstanding shares of both classes 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 Surviving 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 Surviving Funds, the assumption of the Liabilities by the Surviving Funds, and the distribution by the Reorganizing Funds of the Surviving Funds’ Shares received by them 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.

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 Surviving Funds’ 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 Surviving Funds shall commence for completion prior to the Closing Date.

2.2 The net asset value of each share of the Surviving Funds’ Shares shall be the net asset value per share computed on the Valuation Date, using the market valuation procedures set forth in the Surviving Funds’ then-current Prospectus and Statement of Additional Information.

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

3.	CLOSING AND CLOSING DATE

3.1 The Closing for the Reorganization shall occur on [•], 2017, and/or on such other date as may be mutually agreed upon in writing by the parties hereto (each, a “Closing Date”).

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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 Surviving Funds’ custodian shall deliver at the Closing evidence that: (a) the Reorganizing Fund Assets have been delivered in proper form to the Surviving Funds 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 Surviving Funds, accurate appraisal of the value of the net assets of a Surviving 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.

4.	COVENANTS WITH RESPECT TO THE SURVIVING FUNDS AND THE REORGANIZING FUNDS

4.1 With respect to the Reorganizing Funds, the Rainier 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 Funds’ liquidating distribution of Shares of the Surviving Funds 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 Rainier Trust on behalf of the Reorganizing Funds shall assist Hennessy Funds Trust on behalf of the Surviving Funds 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 Rainier Trust on behalf of the Reorganizing Funds covenants that the Shares of the Surviving Funds 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 Rainier Trust on behalf of the Reorganizing Funds will assist the Surviving Funds in obtaining such information as the Surviving Funds reasonably request concerning the beneficial ownership of shares of the Reorganizing Funds.

4.4 Subject to the provisions hereof, Hennessy Funds Trust, on behalf of the Surviving Funds, and the Rainier 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.

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4.5 The Reorganizing Funds shall furnish to the Surviving Funds 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 Surviving Funds, 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 Surviving Funds (the “Registration Statement”). The Reorganizing Funds have provided or will provide the Surviving Funds 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 Surviving Funds and as are reasonably necessary or advisable for the preparation of the Registration Statement.

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 Surviving Funds, which returns shall include the activity of the Reorganizing Funds for the period January 1, 2017, 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 Surviving Funds and the assumption of the Liabilities in exchange for Shares of the Surviving Funds as contemplated herein, the Rainier 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 Rainier 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 Surviving Funds, 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 Surviving Funds’ business as currently

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conducted by the Surviving Funds and as described in the current Prospectus of the Surviving Funds. Each of the Surviving Funds 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 Surviving Funds are each 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 Surviving 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) The Registration Statement with respect to Hennessy Funds Trust and the Surviving 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 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 Surviving Funds are not in violation of, and the execution, delivery and performance of this Agreement by Hennessy Funds Trust for itself and on behalf of the Surviving Funds does not and will not (i) violate the Trust 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 any one of the Surviving Funds or any of its properties or assets which, if adversely determined, would materially and adversely affect the financial condition or the conduct of business, the Hennessy Funds Trust knows of no facts that might form the basis for the institution of any such proceeding or investigation, and the Surviving 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;

(f) The audited financial statements of the Surviving Funds as of and for the fiscal year ended October 31, 2016, as amended (copies of which have been furnished to the Reorganizing Funds), fairly present, in all material respects, the Surviving Funds’ 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 any of the Surviving Funds (contingent or otherwise) known to the Surviving Funds that were not disclosed therein but that would be required to be disclosed therein in accordance with generally accepted accounting principles;

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(g) Since the date of the most recent audited financial statements, there has not been any material adverse change with respect to any of the Surviving Funds’ financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by a Surviving 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 a Surviving Fund’s net asset value per share nor a decrease in a Surviving Fund’s size due to redemptions shall be deemed to constitute a material adverse change);

(h) The Surviving Funds have timely filed all federal and other tax returns and reports that are required by law to have been filed by the Surviving Funds, all such tax returns and reports were complete and accurate, all taxes owed by the Surviving Funds have been timely paid, and to the best of the Surviving Funds’ 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 Surviving Funds will, as of the Closing Date, be duly authorized and validly issued and outstanding, fully paid and nonassessable, Investor Class and Institutional Class shares of the Surviving Funds 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 none of the Surviving 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;

(j) The execution, delivery and performance of this Agreement on behalf of the Surviving Funds 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 Surviving Funds, and this Agreement will constitute a valid and binding obligation of Hennessy Funds Trust and each of the Surviving 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;

(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 Surviving Funds 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 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 any of the Surviving Funds, or the performance of this Agreement by

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Hennessy Funds Trust for itself and on behalf of any of the Surviving 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.

(m) The Surviving 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.

5.2 The Rainier Trust, on behalf of each of the Reorganizing Funds, represents and warrants to the Surviving Funds as of the date hereof and as of the Closing Date as follows:

(a) The Rainier Trust was duly created pursuant to its Agreement and 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 Agreement and Declaration of Trust directs the Board of Trustees to manage the affairs of the Rainier 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 Rainier Trust. The Rainier 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 Rainier 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, provided that no representation is given with respect to whether any shareholder of a Reorganizing Fund has granted a security interest in the shares owned by that shareholder or whose shares are otherwise subject to a lien or pledge;

(d) The Registration Statement with respect to the Rainier 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 Rainier Trust for itself and on behalf of the Reorganizing Funds does not and will not (i) violate the Agreement and Declaration of Trust or Bylaws of the Rainier 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 Rainier Trust is a party or by which its properties or assets are bound;

(f) Except as previously disclosed in writing to the Surviving 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 the Rainier 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 Rainier 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 March 31, 2017 (copies of which have been furnished to the Surviving Funds), 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 Surviving Funds, prior to the Closing Date (for the purposes of this subparagraph, a decline in a Reorganizing Fund’s net asset value per share, a decrease in a Reorganizing Fund’s size due to redemptions or a decline consistent with general equity market conditions shall not 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 Surviving Funds 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 Rainier Trust, the trustees of the Board of Trustees of the Rainier Trust and the Reorganizing Funds, and this Agreement will constitute a valid and binding obligation of the Rainier 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 Surviving Funds’ 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 Rainier 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 Rainier Trust, for itself and on behalf of any of the Reorganizing Funds, or the performance of this Agreement by the Rainier 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 THE REORGANIZING FUNDS

The obligations of the Rainier 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 Surviving Funds 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 Surviving Funds:

6.1 All representations and warranties of Hennessy Funds Trust with respect to the Surviving 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).

6.2 Hennessy Funds Trust on behalf of itself and the Surviving 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.

6.3 Hennessy Funds Trust, on behalf of the Surviving Funds, shall have delivered to the Reorganizing Funds at the Closing a certificate executed on behalf of each of the Surviving Funds 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 Surviving 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 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) each of the Surviving Funds 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 each of the Surviving Funds 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 each of the Surviving Funds 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 any of the Surviving Funds 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 any of the Surviving 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; 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 any one of the Surviving Funds or any of its properties or assets and neither Hennessy Funds Trust nor any of the Surviving 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 affects its business.

7.	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUNDS

The obligations of Hennessy Funds Trust to consummate the Reorganization with respect to the Surviving Funds shall be subject to the performance by the Rainier 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 Rainier 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 Rainier 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 Rainier Trust on behalf of the Reorganizing Funds, shall have delivered to the Surviving Funds at the Closing a certificate executed on behalf of each of the Reorganizing Funds, by the Rainier Trust’s President, Vice President, Assistant Vice President, Secretary or Assistant Secretary, in a form reasonably satisfactory to the Surviving Funds and dated as of the Closing Date, to the effect that the representations and warranties of the Rainier 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 Surviving Funds shall reasonably request.

7.4 The Surviving Funds shall have received at the Closing an opinion of Paul Hastings LLP and/or Delaware local counsel in a form reasonably satisfactory to the Surviving Funds (which opinion may be subject to customary qualifications), substantially to the effect that:

(a) the Rainier 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 Rainier Trust, which is a statutory trust duly created pursuant to its Agreement and Declaration of Trust, is validly existing and in good standing under the laws of Delaware, and the Agreement and Declaration of Trust directs the trustees of the Board of Trustees of the Rainier 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 Rainier Trust on behalf of each of the Reorganizing Funds and, assuming due authorization, execution and delivery of this Agreement on behalf of the Surviving Funds, is a valid and binding obligation of the Rainier Trust, enforceable against the Rainier 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 States 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 affects 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 Surviving Funds at the Closing a certificate executed on its own behalf by an authorized officer in form and substance satisfactory to the Surviving Funds 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 Surviving Funds shall reasonably request.

7.6 The administrator, fund accountant and custodian to the Reorganizing Funds shall have delivered to the Surviving Funds at the Closing certificates executed on their behalf by authorized officers in form and substance satisfactory to the Surviving Funds 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 Surviving Funds shall reasonably request.

7.7 The Reorganizing Funds shall arrange to make the Reorganizing Funds’ auditors available to the Surviving Funds and their agents to answer their questions at a mutually agreeable time prior to the Closing.

8.	FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUNDS AND THE REORGANIZING FUNDS

The obligations of Hennessy Funds Trust on behalf of the Surviving Funds and of the Rainier 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 Surviving Funds 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 Agreement and 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 Surviving Funds.

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.

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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 Surviving Funds, or the Rainier 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 Surviving Funds 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 each of the Surviving Funds, and the Rainier Trust, on behalf of each of the Reorganizing Funds, shall each have considered the federal and income tax issues. The Surviving Funds 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 the Shares of the applicable Surviving Fund, and the assumption by such Surviving Fund of the Liabilities should be treated as a “reorganization” within the meaning of Section 368(a)(1)(C) of the Code and such Surviving 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 a Surviving Fund upon the receipt of the Reorganizing Fund Assets solely in exchange for the Shares of said Surviving Fund and the assumption by such Surviving Fund of the Liabilities;

(c) no gain or loss should be recognized by a Reorganizing Fund upon the transfer of its Reorganizing Fund Assets to the applicable Surviving Fund in exchange for said Surviving Fund’s Shares and the assumption by said Surviving Fund of the Liabilities or upon the distribution of such Surviving 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 applicable Surviving Fund’s Shares distributed in complete liquidation of the Reorganizing Fund;

(e) the aggregate tax basis of the Surviving Fund’s Shares received by an applicable Reorganizing Fund’s Investor pursuant to the Reorganization should be the same as

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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 Surviving 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 Surviving Funds 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 Surviving Funds should include the period during which those assets were held by the Reorganizing Funds; and

(g) the Surviving Funds 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 Surviving Funds, or their investment advisers, shall be responsible for paying its own professional fees, including legal and accounting fees, and other costs and expenses incurred by it in connection with entering into and carrying out the provisions of this Agreement, provided that Rainier and Hennessy Advisors shall bear equally the costs associated with (i) soliciting and obtaining the proxy vote of the shareholders of the Reorganizing Funds, including the proxy advisory firm fees, and (ii) data conversion and transition services of U.S. Bancorp Fund Services, LLC. Hennessy Advisors will pay all costs associated with the preparation and filing and obtaining effectiveness of the Registration Statement and Proxy Materials other than legal and accounting fees incurred by the Reorganizing Funds in connection with their review of the Registration Statement and Proxy Materials.

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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 Rainier 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 Rainier Trust on behalf of the Reorganizing Funds, and officers of Hennessy Funds Trust, on behalf of the Surviving Funds; 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 Surviving Funds 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

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construed to prohibit the Surviving Funds 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 Surviving Funds shall indemnify, defend and hold harmless the Rainier 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 Rainier 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 Surviving Funds 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 Surviving 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 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 Rainier Trust and each of the Reorganizing Funds shall indemnify, defend and hold harmless Hennessy Funds Trust and the Surviving 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 Hennessy Funds Trust and arising from or in connection with (a) any breach of any representation or warranty of the Rainier 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 Rainier 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 Surviving Funds:

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 Rainier Trust on behalf of itself and the Reorganizing Funds:

Rainier Investment Management Mutual Funds

c/o Manning & Napier Advisors, LLC

290 Woodcliff Dr.

Fairport, New York 14450

Attention: Chief Legal Officer

With copies to:

Richard B. Yates

Manning & Napier Advisors, LLC

290 Woodcliff Dr.

Fairport, New York 14450

and

David A. Hearth

Paul Hastings LLP

101 California Street, 48th Floor

San Francisco, California 94111

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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 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 Rainier Trust personally, but shall bind only the Rainier Trust property of the Reorganizing Funds, as provided in the Rainier Trust’s Certificate of Trust, as amended. The execution and delivery of this Agreement has been authorized by the trustees of the Rainier Trust on behalf of the Reorganizing Funds and signed by authorized officers of the Rainier 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 Rainier Trust property of the Reorganizing Funds as provided in the Rainier Trust’s Certificate of Trust, as amended.

* * *

[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 and the Hennessy Cornerstone Large Growth Fund Neil J. Hennessy, President		Rainier Investment Management Mutual Funds, for itself and on behalf of the Rainier Mid Cap Equity Fund, Rainier Small/Mid Cap Equity Fund and Rainier Large Cap Equity Fund Michele T. Mosca, Chief Executive Officer and President

Hennessy Advisors, Inc., solely for purposes of Section 9 Neil J. Hennessy, President		Rainier Investment Management, LLC, solely for purposes of Section 9 Richard B. Yates Corporate Secretary

Signature Page

FINANCIAL HIGHLIGHTS – INVESTOR CLASS SHARES

The following tables are intended to help you understand the financial performance of Investor Class shares of the Hennessy Cornerstone Mid Cap 30 Fund and the Hennessy Cornerstone Large Growth Fund (each a “Hennessy Fund” and, together, the “Hennessy Funds”) for the past five years. Certain information reflects financial results for a single Hennessy Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in the Hennessy Funds (assuming reinvestment of all dividends and distributions). This information has been derived from financial statements audited by KPMG LLP, an independent registered public accounting firm. KPMG LLP’s report and the Hennessy Funds’ financial statements are included in the Annual Reports of the Hennessy Funds for the fiscal year ended October 31, 2016, as amended, which are available upon request. The Hennessy Funds’ unaudited financial statements for the six months ended April 30, 2017, are included in the Hennessy Funds’ Semi-Annual reports, which are available upon request.

The Hennessy Cornerstone Mid Cap 30 Fund is a successor to a series of Hennessy Mutual Funds, Inc., a Maryland corporation, with the same fund name pursuant to a reorganization that took place after the close of business on February 28, 2014. Prior to that date, the successor Hennessy Cornerstone Mid Cap 30 Fund had no investment operations. As a result of the reorganization, holders of Investor Class shares of the predecessor Hennessy Cornerstone Mid Cap 30 Fund received Investor Class shares of the Hennessy Cornerstone Mid Cap 30 Fund (the Investor Class shares of the Hennessy Cornerstone Mid Cap 30 Fund is the successor to the accounting and performance information of the predecessor Hennessy Cornerstone Mid Cap 30 Fund).

While the Hennessy Cornerstone Mid Cap 30 Fund is rebalanced annually, the rebalancing does not always occur in the same month and thus there may be times when there are either multiple rebalances or potentially no rebalances during a single fiscal year, and a rebalancing occurred in fiscal year 2016 but not in fiscal year 2015. Therefore, the portfolio turnover for the Hennessy Cornerstone Mid Cap 30 Fund increased from 5% in fiscal year 2015 to 108% in fiscal year 2016 due to the timing of the rebalance of the Hennessy Cornerstone Mid Cap 30 Fund.

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HENNESSY CORNERSTONE MID CAP 30 FUND – INVESTOR CLASS

	Year Ended October 31,
	2016			2015			2014			2013			2012
PER SHARE DATA:
Net asset value, beginning of year	$	20.12		$	19.00		$	17.32		$	14.06		$	12.15

Income from investment operations:
Net investment income (loss)		(0.07	)		0.10			(0.05	)		0.09			0.08
Net realized and unrealized gains (losses) on investments		(1.51	)		2.16			3.04			3.35			1.83
Total from investment operations		(1.58	)		2.26			2.99			3.44			1.91

Less distributions:
Dividends from net investment income		(0.03	)		-			(0.05	)		(0.18	)		-
Dividends from net realized gains		(0.14	)		(1.14	)		(1.26	)		-			-
Total distributions		(0.17	)		(1.14	)		(1.31	)		(0.18	)		-
Net asset value, end of year	$	18.37		$	20.12		$	19.00		$	17.32		$	14.06

TOTAL RETURN		(7.89	)%		12.35	%		18.25	%		24.78	%		15.72	%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of year (millions)	$	485.15		$	765.90		$	258.17		$	159.45		$	145.85
Ratio of expenses to average net assets		1.35	%		1.17	%		1.25	%		1.31	%		1.37	%
Ratio of net investment income (loss) to average net assets		(0.24	)%		0.27	%		(0.47	)%		0.51	%		0.59	%
Portfolio turnover rate⁽¹⁾		108	%		5	%		132	%		212	%		25	%

⁽¹⁾ Portfolio turnover is calculated on the basis of the fund as a whole.

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HENNESSY CORNERSTONE LARGE GROWTH FUND – INVESTOR CLASS

	Year Ended October 31,
	2016			2015			2014			2013			2012
PER SHARE DATA:
Net asset value, beginning of year	$	12.99		$	15.16		$	13.56		$	10.77		$	12.37

Income from investment operations:
Net investment income		0.09			0.17			0.15			0.14			0.13
Net realized and unrealized gains on investments		0.08			0.04			2.28			2.77			0.80
Total from investment operations		0.17			0.21			2.43			2.91			0.93

Less distributions:
Dividends from net investment income		(0.16	)		(0.14	)		(0.15	)		(0.10	)		(0.07	)
Dividends from net realized gains		(2.73	)		(2.24	)		(0.68	)		(0.02	)		(2.46	)
Total distributions		(2.89	)		(2.38	)		(0.83	)		(0.12	)		(2.53	)
Net asset value, end of year	$	10.27		$	12.99		$	15.16		$	13.56		$	10.77

TOTAL RETURN		2.63	%		1.11	%		18.73	%		27.32	%		9.14	%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of year (millions)	$	87.73		$	98.64		$	105.51		$	88.77		$	75.83
Ratio of expenses to average net assets		1.25	%		1.09	%		1.15	%		1.19	%		1.27	%
Ratio of net investment income to average net assets		1.22	%		1.37	%		1.12	%		1.10	%		1.35	%
Portfolio turnover rate⁽¹⁾		53	%		79	%		57	%		73	%		0	%

⁽¹⁾ Portfolio turnover is calculated on the basis of the fund as a whole.

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FINANCIAL HIGHLIGHTS – INSTITUTIONAL CLASS SHARES

The following tables are intended to help you understand the financial performance of Institutional Class shares of the Hennessy Funds for the past five years. Certain information reflects financial results for a single Hennessy Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in the Hennessy Funds (assuming reinvestment of all dividends and distributions). This information has been derived from financial statements audited by KPMG LLP, an independent registered public accounting firm. KPMG LLP’s report and the Hennessy Funds’ financial statements are included in the Annual Reports of the Hennessy Funds for the fiscal year ended October 31, 2016, as amended, which are available upon request. The Hennessy Funds’ unaudited financial statements for the six months ended April 30, 2017, are included in the Hennessy Funds’ Semi-Annual reports, which are available upon request.

The Hennessy Cornerstone Mid Cap 30 Fund is a successor to a series of Hennessy Mutual Funds, Inc., a Maryland corporation, with the same fund name pursuant to a reorganization that took place after the close of business on February 28, 2014. Prior to that date, the successor Hennessy Cornerstone Mid Cap 30 Fund had no investment operations. As a result of the reorganization, holders of Institutional Class shares of the predecessor Hennessy Cornerstone Mid Cap 30 Fund received Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund (the Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund is the successor to the accounting and performance information of the predecessor Hennessy Cornerstone Mid Cap 30 Fund).

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HENNESSY CORNERSTONE MID CAP 30 FUND – INSTITUTIONAL CLASS

	Year Ended October 31,
	2016			2015			2014			2013			2012
PER SHARE DATA:
Net asset value, beginning of year	$	20.55		$	19.36		$	17.62		$	14.31		$	12.32

Income from investment operations:
Net investment income (loss)		0.00	⁽¹⁾		(0.03	)		(0.08	)		0.14			0.09
Net realized and unrealized gains (losses) on investments		(1.54	)		2.38			3.17			3.41			1.90
Total from investment operations		(1.54	)		2.35			3.09			3.55			1.99

Less distributions:
Dividends from net investment income		(0.06	)		-			(0.09	)		(0.24	)		-
Dividends from net realized gains		(0.15	)		(1.16	)		(1.26	)		-			-
Total distributions		(0.21	)		(1.16	)		(1.35	)		(0.24	)		-
Net asset value, end of year	$	18.80		$	20.55		$	19.36		$	17.62		$	14.31

TOTAL RETURN		(7.53	)%		12.62	%		18.57	%		25.15	%		16.15	%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of year (millions)	$	754.97		$	306.04		$	75.53		$	51.19		$	41.62
Ratio of expenses to average net assets:
Before reimbursement		0.97	%		0.96	%		1.07	%		1.11	%		1.16	%
After reimbursement		0.97	%		0.97	%		0.98	%		0.98	%		0.98	%
Ratio of net investment income (loss) to average net assets:
Before reimbursement		0.07	%		0.41	%		(0.29	)%		0.71	%		0.90	%
After reimbursement		0.07	%		0.41	%		(0.20	)%		0.84	%		1.08	%
Portfolio turnover rate⁽¹⁾		108	%		5	%		132	%		212	%		25	%

⁽¹⁾ Portfolio turnover is calculated on the basis of the fund as a whole.

B-5

HENNESSY CORNERSTONE LARGE GROWTH FUND – INSTITUTIONAL CLASS

	Year Ended October 31,
	2016			2015			2014			2013			2012
PER SHARE DATA:
Net asset value, beginning of year	$	13.10		$	15.30		$	13.68		$	10.85		$	12.44

Income from investment operations:
Net investment income		0.13			0.20			0.17			0.09			0.07
Net realized and unrealized gains on investments		0.07			0.02			2.30			2.88			0.89
Total from investment operations		0.20			0.22			2.47			2.97			0.96

Less distributions:
Dividends from net investment income		(0.17	)		(0.16	)		(0.17	)		(0.12	)		(0.09	)
Dividends from net realized gains		(2.76	)		(2.26	)		(0.68	)		(0.02	)		(2.46	)
Total distributions		(2.93	)		(2.42	)		(0.85	)		(0.14	)		(2.55	)
Net asset value, end of year	$	10.37		$	13.10		$	15.30		$	13.68		$	10.85

TOTAL RETURN		2.92	%		1.19	%		18.96	%		27.63	%		9.43	%

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of year (millions)	$	12.24		$	13.82		$	14.88		$	16.19		$	33.94
Ratio of expenses to average net assets:
Before expense reimbursement		1.01	%		0.99	%		1.06	%		1.10	%		1.41	%
After expense reimbursement		1.01	%		0.99	%		0.98	%		0.98	%		0.98	%
Ratio of net investment income to average net assets:
Before expense reimbursement		1.47	%		1.47	%		1.21	%		1.38	%		6.44	%
After expense reimbursement		1.47	%		1.47	%		1.30	%		1.50	%		6.87	%
Portfolio turnover rate⁽¹⁾		53	%		79	%		57	%		73	%		0	%

⁽¹⁾ Portfolio turnover is calculated on the basis of the fund as a whole.

B-6

The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Statement of Additional Information, Subject to Completion, Dated June 13, 2017

_________________________________________

STATEMENT OF ADDITIONAL INFORMATION

July [•], 2017

For the Reorganization of the Rainier Mid Cap Equity Fund and the
Rainier Small/Mid Cap Equity Fund,
Series of Rainier Investment Management Mutual Funds

Into

the Hennessy Cornerstone Mid Cap 30 Fund,
a Series of the Hennessy Funds Trust

For the Reorganization of the Rainier Large Cap Equity Fund,
a Series of Rainier Investment Management Mutual Funds

Into

the Hennessy Cornerstone Large Growth Fund,
a Series of the Hennessy Funds Trust

_________________________________________

This Statement of Additional Information is not a prospectus and should be read in conjunction with the Proxy Statement/Prospectus dated July [•], 2017, relating to the Special Meeting of Shareholders of the Rainier Mid Cap Equity Fund, the Rainier Small/Mid Cap Equity Fund and the Rainier Large Cap Equity Fund (each a “Rainier U.S. Fund” and, together, the “Rainier U.S. Funds”) to be held on September 14, 2017, at 10:00 a.m. local time, at 601 Union Street, Suite 3525, Seattle, Washington 98101. The purpose of the Special Meeting is to seek shareholder approval of an Agreement and Plan of Reorganization (the “Plan”) under which the Rainier Mid Cap Equity Fund and Rainier Small/Mid Cap Equity Fund will be reorganized into the Hennessy Cornerstone Mid Cap 30 Fund and the Rainier Large Cap Equity Fund will be reorganized into the Hennessy Cornerstone Large Growth Fund (the “Reorganization”). The Hennessy Cornerstone Mid Cap 30 Fund and the Hennessy Cornerstone Large Growth Fund are collectively referred to herein as the “Hennessy Funds.” Pursuant to the Plan:

all of the assets of the Rainier Mid Cap Equity Fund will be transferred to the Hennessy Cornerstone Mid Cap 30 Fund, in exchange for Investor Class and Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund, which will be distributed pro rata by the Rainier Mid Cap Equity Fund to its Original

Class and Institutional Class shareholders, respectively, and the Hennessy Cornerstone Mid Cap 30 Fund will assume the Rainier Mid Cap Equity Fund’s liabilities (other than the excluded liabilities);

Copies of the Proxy Statement/Prospectus, which has been filed with the Securities and Exchange Commission (“SEC”), may be obtained, without charge, by writing to Rainier Investment Management Mutual Funds (the “Rainier Trust”) at 601 Union Street, Suite 3525, Seattle, Washington 98101, by calling (800) 248-6314, or over the Internet at www.rainierfunds.com.

TABLE OF CONTENTS

	Page

ADDITIONAL INFORMATION ABOUT THE FUNDS	B-1

PRO FORMA FINANCIAL INFORMATION	B-2

ADDITIONAL INFORMATION ABOUT THE FUNDS

The following documents have been filed with the SEC and are incorporated by reference into this Statement of Additional Information, which means that they are legally considered to be a part of this Statement of Additional Information:

·	Statement of Additional Information of the Rainier Trust, dated July 29, 2016, as supplemented to date.

·	Annual Report to Shareholders for the Rainier U.S. Funds, for the fiscal year ended March 31, 2017, containing audited financial statements.

·	Statement of Additional Information of Hennessy Funds Trust, dated February 28, 2017.

·	Annual Reports to Shareholders for the Hennessy Funds, for the fiscal year ended October 31, 2016, as amended to date, containing audited financial statements.

·	Semi-Annual Reports to Shareholders for the Hennessy Funds, for the six months ended April 30, 2017.

B-1

PRO FORMA FINANCIAL INFORMATION

Introductory Note to Unaudited Pro Forma Financial Statements

The following unaudited pro forma information gives effect to the proposed transfer of the assets and liabilities of the Rainier U.S. Funds to the Hennessy Funds pursuant to the Reorganization, accounted for as if the Reorganization had occurred as of and for the fiscal period ended April 30, 2017. Under generally accepted accounting principles, the Hennessy Funds will be the surviving entities for accounting purposes with their historical cost of investment securities and results of operations being carried forward.

The pro forma financial information should be read in conjunction with the historical financial statements and notes thereto of the Rainier U.S. Funds and the Hennessy Funds incorporated by reference into this Statement of Additional Information.

The pro forma financial information has been adjusted to reflect the advisory fee arrangement for the surviving entities. Certain other operating costs have also been adjusted to reflect anticipated expenses of the combined entities. Other costs that may change as a result of the proposed Reorganization are currently undeterminable.

B-2

Notes to Pro Forma Combined Financial Statements of

Hennessy Cornerstone Mid Cap 30 Fund, Rainier Mid Cap Equity Fund and Rainier Small/Mid Cap Equity Fund

April 30, 2017 (Unaudited)

1.	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 Rainier Mid Cap Equity Fund and Rainier Small/Mid Cap Equity Fund (each a “Target Fund” and collectively, the “Target Funds”), are each diversified series of The Rainier Investment Management Mutual Funds (the “Rainier Trust”), 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, 2017. These statements have been derived from books and records utilized in calculating daily net asset value at April 30, 2017. 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 March 31, 2017, and semi-annual report dated April 30, 2017.

Under the terms of the Agreement and Plan of Reorganization between Hennessy Funds Trust and the Rainier Trust pursuant to which (i) all of the assets of the Rainier Mid Cap Equity Fund will be transferred to the Hennessy Cornerstone Mid Cap 30 Fund, in exchange for Investor Class and Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund, which will be distributed pro rata by the Rainier Mid Cap Equity Fund to its Original Class and Institutional Class shareholders, respectively, and the Hennessy Cornerstone Mid Cap 30 Fund will assume the Rainier Mid Cap Equity Fund’s liabilities (other than the excluded liabilities) and (ii) all of the assets of the Rainier Small/Mid Cap Equity Fund will be transferred to the Hennessy Cornerstone Mid Cap 30 Fund, in exchange for Investor Class and Institutional Class shares of the Hennessy Cornerstone Mid Cap 30 Fund, which will be distributed pro rata by the Rainier Small/Mid Cap Equity Fund to its Original Class and Institutional Class shareholders, respectively, and the Hennessy Cornerstone Mid Cap 30 Fund will assume the Rainier Small/Mid Cap Equity Fund’s liabilities (other than the excluded liabilities). The reorganization has been structured with the intention that it qualify, for federal income tax purposes, as a tax-free reorganization under the Internal Revenue Code of 1986, as amended. Therefore, shareholders of the Target Funds should not recognize any gain or loss on their Target Fund shares for federal income tax purposes as a result of the reorganization.

2.	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 conform with U.S. generally accepted accounting principles (“GAAP”).

B-10

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, foreign-issued common 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. Securities traded on foreign exchanges generally are not valued at the same time the Fund calculates its NAV because most foreign markets close well before such time. The earlier close of most foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim. In certain circumstances, it may be determined that a security needs to be fair valued because it appears that the value of the security might have been materially affected by events occurring after the close of the market in which the security is principally traded, but before the time the Fund calculates its NAV, such as by a development that affects an entire market or region (e.g., weather-related events) or a potentially global development (e.g., a terrorist attack that may be expected to have an effect on investor expectations worldwide).

Registered Investment Companies – Investments in registered investment companies (e.g., mutual funds) are generally priced at the ending NAV 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.

B-11

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 similar 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, 2017, are included in the Pro Forma Combined Schedules of Investments.

b) Federal Income Taxes

No provision for federal income taxes or excise taxes has been made since each Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all of its taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Net investment income/loss and realized gains/losses for federal income tax purposes may differ from that reported in 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

B-12

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 Original Class and Institutional Class shares. The Acquiring Fund offers Investor Class and Institutional Class shares. Each class of shares differs principally in its respective 12b-1 distribution and service, shareholder servicing and sub-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, 2017.

The Pro Forma net asset values per share assume shareholders of the Original Class shares of the Target Funds would receive Investor Class shares of the Acquiring Fund, and shareholders of the Institutional Class shares of the Target Funds would receive Institutional Class shares of the Acquiring Fund, based on conversion ratios determined on April 30, 2017, 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 each 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 Rainier Investment Management, LLC (“Rainier”) a monthly fee at the annual rate of 0.85% of the Target Funds’ average daily net assets.

Rainier contractually agreed to waive/reimburse expenses through July 31, 2017, to the extent necessary so that the Target Funds’ ratios of operating expenses to average daily net assets, excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, extraordinary expenses, and sales charges, will not exceed 1.35% for Original Class shares and 1.10% for Institutional Class shares of the Rainier Mid Cap Equity Fund, and 1.48% for Original Class shares and 1.23% for Institutional Class shares of the Rainier Small/Mid Cap Equity Fund. In connection with the reorganization, the preceding waivers and expense subsidies were extended for up to a one-year period.

In addition to the above referenced waivers and expense subsidies, Rainier contractually agreed to reduce its advisory fee by 0.07% through July 31, 2017. This waiver will expire and the advisory fee will increase to the contractual rate on August 1, 2017.

The Advisor has agreed that fees and expenses of the Acquiring Fund will be capped to the extent necessary so that expenses (exclusive of all federal, state, and local taxes, interest, brokerage commissions, acquired fund fees and expenses and other costs incurred in connection with the purchase and sale of securities, and extraordinary items) do not exceed the total annual fees and expenses of either of the Target Funds for a period of two years from the date of the reorganization.

The Acquiring Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act that authorizes payments in connection with the distribution of the Acquiring Fund’s 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 is currently using 0.15% of its average daily net assets attributable to Investor Class shares for such purposes. 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.

B-13

The Target Funds have adopted a plan pursuant to Rule 12b-1 under the 1940 Act that authorizes payments in connection with the distribution of the Target Funds’ shares at an annual rate of up to 0.25% of the Target Funds’ average daily net assets attributable to Original Class shares. The fee is paid as reimbursement for, or in anticipation of, expenses incurred by third parties or Rainier for distribution-related and shareholder servicing activities related to Original Class shares.

The Board has approved a Shareholder Servicing Agreement for 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 average daily net assets of the Acquiring Fund attributable to Investor Class shares. 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 enter into agreements with certain broker-dealers and other financial intermediaries pursuant to which the Funds pay the financial intermediaries for services such as recordkeeping, networking or sub-transfer agency in amounts determined by the Board of Trustees of the Rainier Trust to be reasonable. Rainier has voluntarily undertaken to limit the sub-transfer agency expenses to no more than 0.10% of the average daily net assets of the Institutional Shares and 0.15% of the average daily net assets of the Original Shares.

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, 2017, 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, 2017:

	Hennessy Cornerstone Mid Cap 30 Fund	Rainier Mid Cap Equity Fund	Rainier Small/Mid Cap Equity Fund	Pro Forma Adjustments	Hennessy Cornerstone Mid Cap 30 Fund Pro Forma Combined
Investor/Original Class
Shares Outstanding	19,499,278	855,932	6,519,856	5,906,356	32,781,422
Institutional Class
Shares Outstanding	32,076,103	2,218,123	2,433,513	4,132,456	40,860,195

6. Merger Costs

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

B-14

PRO FORMA COMBINED

SCHEDULES OF INVESTMENTS - April 30, 2017 (Unaudited)

Hennessy Cornerstone Large Growth Fund

Rainier Large Cap Equity Fund

Hennessy Cornerstone Large Growth Fund Pro Forma Combined

HENNESSY

CORNERSTONE

HENNESSY

RAINIER

LARGE GROWTH FUND

CORNERSTONE

LARGE CAP

PRO FORMA

LARGE GROWTH FUND

EQUITY FUND

ADJUSTMENTS

COMBINED

Fair Value

COMMON STOCKS - 98.44%

Consumer Discretionary - 24.07%
Amazon.com, Inc.(a)	–	$	-	3,670	$	3,394,713	–	$	-	3,670	$	3,394,713
AutoZone, Inc. (a)	2,700		1,868,913	–		–	–		–	2,700		1,868,913
Best Buy Co., Inc.	46,000		2,383,260	–		–	–		–	46,000		2,383,260
CBS Corp., Class B	31,800		2,116,608	–		–	–		–	31,800		2,116,608
Coach, Inc.	53,900		2,123,121	–		–	–		–	53,900		2,123,121
Comcast Corp., Class A	–		–	32,520		1,274,459	–		–	32,520		1,274,459
Darden Restaurants, Inc.	27,500		2,342,725	–		–	–		–	27,500		2,342,725
Dollar General Corp.	26,900		1,955,899	–		–	–		–	26,900		1,955,899
Foot Locker, Inc.	29,000		2,242,860	–		–	–		–	29,000		2,242,860
Harley-Davidson, Inc.	35,500		2,016,755	–		–	–		–	35,500		2,016,755
L Brands, Inc.	34,400		1,816,664	–		–	–		–	34,400		1,816,664
Lear Corp.	14,400		2,054,304	–		–	–		–	14,400		2,054,304
Mohawk Industries, Inc. (a)	–		–	6,220		1,460,394	–		–	6,220		1,460,394
Newell Brands, Inc.	–		–	31,910		1,523,383	–		–	31,910		1,523,383
Nordstrom, Inc.	45,300		2,186,631	–		–	–		–	45,300		2,186,631
Omnicom Group, Inc.	23,800		1,954,456	–		–	–		–	23,800		1,954,456
O'Reilly Automotive, Inc. (a)	–		–	7,600		1,885,940	–		–	7,600		1,885,940
Starbucks Corp.	–		–	33,000		1,981,980	–		–	33,000		1,981,980
Target Corp.	31,200		1,742,520	–		–	–		–	31,200		1,742,520
The Gap, Inc.	86,600		2,268,920	–		–	–		–	86,600		2,268,920
The Home Depot, Inc.	–		–	15,950		2,489,795	–		–	15,950		2,489,795
The Interpublic Group of Companies, Inc.	87,600		2,064,732	–		–	–		–	87,600		2,064,732
The Walt Disney Co.	18,500		2,138,600	–		–	–		–	18,500		2,138,600
VF Corp.	41,100		2,245,293	–		–	–		–	41,100		2,245,293
Yum! Brands, Inc.	30,300		1,992,225	–		–	–		–	30,300		1,992,225
			37,514,486			14,010,664			–			51,525,150
Consumer Staples - 5.51%
Church & Dwight Co., Inc.	–		–	22,246		1,101,844	–		–	22,246		1,101,844
Constellation Brands, Inc., Class A	–		–	11,350		1,958,329	–		–	11,350		1,958,329
Costco Wholesale Corp.	–		–	9,655		1,713,956	–		–	9,655		1,713,956
Monster Beverage Corp. (a)	–		–	33,520		1,521,138	–		–	33,520		1,521,138
Spectrum Brands Holdings, Inc.	–		–	8,150		1,171,399	–		–	8,150		1,171,399
The Kroger Co.	61,500		1,823,475	–		–	–		–	61,500		1,823,475
Whole Foods Market, Inc.	68,900		2,505,893	–		–	–		–	68,900		2,505,893
			4,329,368			7,466,666			–			11,796,034

B-15

HENNESSY

CORNERSTONE

HENNESSY

RAINIER

LARGE GROWTH FUND

CORNERSTONE

LARGE CAP

PRO FORMA

LARGE GROWTH FUND

EQUITY FUND

ADJUSTMENTS

COMBINED

Fair Value

Energy - 3.36%
Anadarko Petroleum Corp.	–	–	16,810	958,506	–	–	16,810	958,506
Cimarex Energy Co.	–	–	7,180	837,762	–	–	7,180	837,762
Concho Resources, Inc. (a)	–	–	7,700	975,282	–	–	7,700	975,282
Continental Resources, Inc. (a)	–	–	17,850	757,019	–	–	17,850	757,019
EOG Resources, Inc.	–	–	11,370	1,051,725	–	–	11,370	1,051,725
Newfield Exploration Co. (a)	–	–	28,850	998,787	–	–	28,850	998,787
Schlumberger Ltd. (c)	–	–	22,253	1,615,345	–	–	22,253	1,615,345
		–		7,194,426		–		7,194,426

Financials - 8.37%
Ameriprise Financial, Inc.	16,600	2,122,310	–	–	–	–	16,600	2,122,310
BlackRock, Inc.	–	–	6,650	2,557,390	–	–	6,650	2,557,390
CME Group, Inc.	–	–	10,330	1,200,243	–	–	10,330	1,200,243
Intercontinental Exchange, Inc.	–	–	28,340	1,706,068	–	–	28,340	1,706,068
JPMorgan Chase & Co.	–	–	44,080	3,834,960	–	–	44,080	3,834,960
Raymond James Financial, Inc.	–	–	22,060	1,643,911	–	–	22,060	1,643,911
The Goldman Sachs Group, Inc.	–	–	12,190	2,728,122	–	–	12,190	2,728,122
T. Rowe Price Group, Inc.	29,900	2,119,611	–	–	–	–	29,900	2,119,611
		4,241,921		13,670,694		–		17,912,615
Health Care - 13.62%
AbbVie, Inc.	33,400	2,202,396	–	–	–	–	33,400	2,202,396
Alexion Pharmaceuticals, Inc. (a)	–	–	11,970	1,529,527	–	–	11,970	1,529,527
AmerisourceBergen Corp.	22,200	1,821,510	–	–	–	–	22,200	1,821,510
Biogen, Inc. (a)	7,500	2,034,075	–	–	–	–	7,500	2,034,075
Boston Scientific Corp. (a)	–	–	43,070	1,136,187	–	–	43,070	1,136,187
Cardinal Health, Inc.	25,900	1,880,081	–	–	–	–	25,900	1,880,081
Celgene Corp. (a)	–	–	12,520	1,553,106	–	–	12,520	1,553,106
Gilead Sciences, Inc.	30,200	2,070,210	–	–	–	–	30,200	2,070,210
HCA Holdings, Inc. (a)	24,300	2,046,303	–	–	–	–	24,300	2,046,303
McKesson Corp.	14,300	1,977,547	–	–	–	–	14,300	1,977,547
Regeneron Pharmaceuticals, Inc. (a)	–	–	4,610	1,790,939	–	–	4,610	1,790,939
Shire PLC - ADR (c)	–	–	13,730	2,429,661	–	–	13,730	2,429,661
The Cooper Companies, Inc.	–	–	8,050	1,612,657	–	–	8,050	1,612,657
UnitedHealth Group, Inc.	–	–	12,670	2,215,730	–	–	12,670	2,215,730
Universal Health Services, Inc., Class B	–	–	4,390	530,136	–	–	4,390	530,136
Varian Medical Systems, Inc. (a)	25,500	2,313,870	–	–	–	–	25,500	2,313,870
		16,345,992		12,797,943		–		29,143,935
Industrials - 18.22%
Alaska Air Group, Inc.	20,800	1,769,872	–	–	–	–	20,800	1,769,872
American Airlines Group, Inc.	44,800	1,909,376	–	–	–	–	44,800	1,909,376
Cintas Corp.	–	–	15,490	1,897,060	–	–	15,490	1,897,060
Cummins, Inc.	13,900	2,098,066	–	–	–	–	13,900	2,098,066
Deere & Co.	18,600	2,075,946	–	–	–	–	18,600	2,075,946
Delta Air Lines, Inc.	42,000	1,908,480	25,370	1,152,813	–	–	67,370	3,061,293
Fortive Corp.	–	–	30,070	1,902,228	–	–	30,070	1,902,228
Ingersoll-Rand PLC (c)	–	–	10,700	949,625	–	–	10,700	949,625
J.B. Hunt Transport Services, Inc.	20,600	1,846,996	–	–	–	–	20,600	1,846,996
Lockheed Martin Corp.	7,900	2,128,655	–	–	–	–	7,900	2,128,655
Northrop Grumman Corp.	–	–	5,420	1,333,103	–	–	5,420	1,333,103
Raytheon Co.	–	–	13,210	2,050,324	–	–	13,210	2,050,324

B-16

HENNESSY

CORNERSTONE

HENNESSY

RAINIER

LARGE GROWTH FUND

CORNERSTONE

LARGE CAP

PRO FORMA

LARGE GROWTH FUND

EQUITY FUND

ADJUSTMENTS

COMBINED

Fair Value

Rockwell Collins, Inc.	22,300		2,321,207		–		–	–		–	22,300		2,321,207
Southwest Airlines Co.	38,200		2,147,604		–		–	–		–	38,200		2,147,604
Stericycle, Inc. (a)	–		–		13,620		1,162,331	–		–	13,620		1,162,331
Union Pacific Corp.	18,800		2,104,848		19,108		2,139,332	–		–	37,908		4,244,180
United Continental Holdings, Inc. (a)	28,200		1,979,922		–		–	–		–	28,200		1,979,922
United Parcel Service, Inc., Class B	19,000		2,041,740		–		–	–		–	19,000		2,041,740
Waste Connections, Inc. (c)	–		–		22,620		2,081,492	–		–	22,620		2,081,492
			24,332,712				14,668,308			–			39,001,020
Information Technology - 19.76%
Adobe Systems, Inc. (a)	–		–		5,370		718,184	–		–	5,370		718,184
Alphabet, Inc., Class A (a)	–		–		4,636		4,286,075	–		–	4,636		4,286,075
Apple, Inc.	15,250		2,190,663		28,410		4,081,096	–		–	43,660		6,271,759
Broadcom Ltd. (c)	–		–		5,350		1,181,334	–		–	5,350		1,181,334
Facebook, Inc., Class A (a)	–		–		22,550		3,388,138	–		–	22,550		3,388,138
FleetCor Technologies, Inc. (a)	–		–		10,010		1,412,811	–		–	10,010		1,412,811
HP, Inc.	130,200		2,450,364		–		–	–		–	130,200		2,450,364
Intel Corp.	–		–		57,840		2,090,916	–		–	57,840		2,090,916
International Business Machines Corp.	11,500		1,843,335		–		–	–		–	11,500		1,843,335
KLA-Tencor Corp.	23,200		2,278,704		–		–	–		–	23,200		2,278,704
MasterCard, Inc., Class A	–		–		16,140		1,877,405	–		–	16,140		1,877,405
Microsoft Corp.	–		–		64,260		4,399,240	–		–	64,260		4,399,240
salesforce.com, Inc. (a)	–		–		15,670		1,349,500	–		–	15,670		1,349,500
Skyworks Solutions, Inc.	22,000		2,194,280		–		–	–		–	22,000		2,194,280
The Western Union Co.	101,400		2,013,804		–		–	–		–	101,400		2,013,804
Total System Services, Inc.	–		–		27,030		1,549,089	–		–	27,030		1,549,089
Visa, Inc. Cl. A	–		–		32,670		2,980,157	–		–	32,670		2,980,157
			12,971,150				29,313,945			–			42,285,095
Materials - 3.08%
Air Products and Chemicals, Inc.	14,600		2,051,300		–		–	–		–	14,600		2,051,300
Axalta Coating Systems Ltd. (a)(c)	–		–		36,300		1,138,731	–		–	36,300		1,138,731
The Sherwin-Williams Co.	–		–		5,320		1,780,498	–		–	5,320		1,780,498
Vulcan Materials Co.	–		–		13,430		1,623,418	–		–	13,430		1,623,418
			2,051,300				4,542,647			–			6,593,947
Real Estate Investment Trusts - 1.12%
American Tower Corp.	–		–		19,030		2,396,638	–		–	19,030		2,396,638
			–				2,396,638			–			2,396,638
Utilities - 0.44%
American Water Works Co., Inc.	–		–		11,890		948,346	–		–	11,890		948,346
			–				948,346			–			948,346
Telecommunication Services - 0.89%
Verizon Communications, Inc.	41,700		1,914,447		–		–	–		–	41,700		1,914,447
TOTAL COMMON STOCKS (Cost $173,270,312)		$	103,701,376			$	107,010,277		$	-		$	210,711,653

SHORT-TERM INVESTMENTS - 1.52%
Money Market Funds - 1.52%
Fidelity Government Portfolio, Institutional Class, 0.60% (b)	1,948,408		1,948,408		–		–	–		–	1,948,408		1,948,408
Morgan Stanley Institutional Liquidity Funds - Treasury Portfolio, 0.61% (b)	–		–		1,308,324		1,308,324	–		–	1,308,324		1,308,324
TOTAL SHORT-TERM INVESTMENTS (Cost $3,256,732)		$	1,948,408			$	1,308,324		$	-		$	3,256,732

Total Investments (d) (Cost $176,527,044) - 99.96%			105,649,784				108,318,601			–			213,968,385
Other Assets in Excess of Liabilities - 0.04%			(190,525	)			284,729			–			94,204
TOTAL NET ASSETS - 100.00%		$	105,459,259			$	108,603,330		$	–		$	214,062,589

B-17

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, 2017.

(c)

U.S. Dollar denominated foreign security.

(d)

Over 90% of the investments of the Rainier Large Cap Equity Fund are eligible investments of the Hennessy Cornerstone Large Growth Fund (meaning that over 90% of the investments of the Rainier Large Cap Equity Fund are equity securities that are subject to evaluation under the formula utilized by the Hennessy Cornerstone Large Growth Fund, and that the Hennessy Cornerstone Large Growth Fund provides in its prospectus that it may hold indefinitely the portfolio securities transferred to it from another fund pursuant to an acquisition).

Summary of Fair Value Exposure at April 30, 2017

The following is a summary of the inputs used to value the Hennessy Cornerstone Large Growth Fund's net assets as of April 30, 2017:

Common Stock	Level 1		Level 2		Level 3		Total
Consumer Discretionary	$	37,514,486	$	-	$	-	$	37,514,486
Consumer Staples		4,329,368		-		-		4,329,368
Financials		4,241,921		-		-		4,241,921
Health Care		16,345,992		-		-		16,345,992
Industrials		24,332,712		-		-		24,332,712
Information Technology		12,971,150		-		-		12,971,150
Materials		2,051,300		-		-		2,051,300
Telecommunication Services		1,914,447		-		-		1,914,447
Total Common Stock	$	103,701,376	$	-	$	-	$	103,701,376

Short-Term Investments
Money Market Funds	$	1,948,408	$	-	$	-	$	1,948,408
Total Short-Term Investments	$	1,948,408	$	-	$	-	$	1,948,408

Total Investments in Securities	$	105,649,784	$	-	$	-	$	105,649,784

Transfers between levels are recognized at the end of the reporting period. During the twelve-month period ended April 30, 2017, the Hennessy Cornerstone Large Growth Fund recognized no transfers between levels.

The following is a summary of the inputs used to value the Rainier Large Cap Equity Fund's net assets as of April 30, 2017:

Common Stock	Level 1		Level 2		Level 3		Total
Consumer Discretionary	$	14,010,664	$	-	$	-	$	14,010,664
Consumer Staples		7,466,666						7,466,666
Energy		7,194,426		-		-		7,194,426
Financials		13,670,694		-		-		13,670,694
Health Care		12,797,943		-		-		12,797,943
Industrials		14,668,308		-		-		14,668,308
Information Technology		29,313,945		-		-		29,313,945
Materials		4,542,647		-		-		4,542,647
Real Estate Investment Trusts		2,396,638		-		-		2,396,638
Utilities		948,346		-		-		948,346
Total Common Stock	$	107,010,277	$	-	$	-	$	107,010,277

Short-Term Investments
Money Market Funds	$	1,308,324	$	-	$	-	$	1,308,324
Total Short-Term Investments	$	1,308,324	$	-	$	-	$	1,308,324

Total Investments in Securities	$	108,318,601	$	-	$	-	$	108,318,601

Transfers between levels are recognized at the end of the reporting period. During the twelve-month period ended April 30, 2017, the Rainier Large Cap Equity Fund recognized no transfers between levels.

B-18

The following is a summary of the inputs used to value the combined net assets of the Hennessy Cornerstone Large Growth Fund and Rainier Large Cap Equity Fund as of April 30, 2017:

Common Stock	Level 1		Level 2		Level 3		Total
Consumer Discretionary	$	51,525,150	$	-	$	-	$	51,525,150
Consumer Staples		11,796,034		-		-		11,796,034
Energy		7,194,426		-		-		7,194,426
Financials		17,912,615		-		-		17,912,615
Health Care		29,143,935		-		-		29,143,935
Industrials		39,001,020		-		-		39,001,020
Information Technology		42,285,095		-		-		42,285,095
Materials		6,593,947		-		-		6,593,947
Real Estate Investment Trusts		2,396,638		-		-		2,396,638
Utilities		948,346		-		-		948,346
Telecommunication Services		1,914,447		-		-		1,914,447
Total Common Stock	$	210,711,653	$	-	$	-	$	210,711,653

Short-Term Investments
Money Market Funds	$	3,256,732	$	-	$	-	$	3,256,732
Total Short-Term Investments	$	3,256,732	$	-	$	-	$	3,256,732

Total Investments in Securities	$	213,968,385	$	-	$	-	$	213,968,385

Transfers between levels are recognized at the end of the reporting period. During the twelve-month period ended April 30, 2017, the Hennessy Cornerstone Large Growth Fund and the Rainier Large Cap Equity Fund recognized no transfers between levels.

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

B-19

Notes to Pro Forma Combined Financial Statements of

Hennessy Cornerstone Large Growth Fund and Rainier Large Cap Equity Fund

April 30, 2017 (Unaudited)

1.	Basis of Combination

The Hennessy Cornerstone Large Growth 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 Rainier Large Cap Equity Fund (the “Target Fund”), is a diversified series of The Rainier Investment Management Mutual Funds (the “Rainier Trust”), 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 Fund and the Acquiring Fund as if the proposed reorganization occurred as of and for the period ended April 30, 2017. These statements have been derived from books and records utilized in calculating daily net asset value at April 30, 2017. 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 Fund and the Acquiring Fund included in their respective annual report dated March 31, 2017, and semi-annual report dated April 30, 2017.

Under the terms of the Agreement and Plan of Reorganization between Hennessy Funds Trust and the Rainier Trust pursuant to which all of the assets of the Rainier Large Cap Equity Fund will be transferred to the Hennessy Cornerstone Large Growth Fund, in exchange for Investor Class and Institutional Class shares of the Hennessy Cornerstone Large Growth Fund, which will be distributed pro rata by the Rainier Large Cap Equity Fund to its Original Class and Institutional Class shareholders, respectively, and the Hennessy Cornerstone Large Growth Fund will assume the Rainier Large Cap Equity Fund’s liabilities (other than the excluded liabilities). The reorganization has been structured with the intention that it qualify, for federal income tax purposes, as a tax-free reorganization under the Internal Revenue Code of 1986, as amended. Therefore, shareholders of the Target Fund should not recognize any gain or loss on their Target Fund shares for federal income tax purposes as a result of the reorganization.

2.	Significant Accounting Policies

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

a) Investment Valuation

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 –

B-22

Level 3 –

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, foreign-issued common 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 (ÒNASDAQÓ) 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. Securities traded on foreign exchanges generally are not valued at the same time the Fund calculates its NAV because most foreign markets close well before such time. The earlier close of most foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim. In certain circumstances, it may be determined that a security needs to be fair valued because it appears that the value of the security might have been materially affected by events occurring after the close of the market in which the security is principally traded, but before the time the Fund calculates its NAV, such as by a development that affects an entire market or region (e.g., weather-related events) or a potentially global development (e.g., a terrorist attack that may be expected to have an effect on investor expectations worldwide).

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.

B-23

b) Federal Income Taxes

c) Other

3. Service Providers

The Advisor will serve as the Acquiring Fund’s investment advisor 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 Fund offers Original Class and Institutional Class shares. The Acquiring Fund offers Investor Class and Institutional Class shares. Each class of shares differs principally in its respective 12b-1 distribution and service, shareholder servicing and sub-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, 2017.

B-24

The Pro Forma net asset values per share assume shareholders of the Original Class shares of the Target Fund would receive Investor Class shares of the Acquiring Fund, and shareholders of the Institutional Class shares of the Target Fund would receive Institutional Class shares of the Acquiring Fund, based on conversion ratios determined on April 30, 2017, in connection with the proposed reorganization. The conversion ratios are calculated by dividing the net assets of each class of the Target Fund by the net asset value per share of each 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 Target Fund pays Rainier Investment Management, LLC (“Rainier”) a monthly fee at the annual rate of 0.70% of the Target Fund’s average daily net assets.

Rainier contractually agreed to reduce its advisory fee for the Target Fund by 0.07% through July 31, 2017. This waiver will expire and the advisory fee will increase to the contractual rate on August 1, 2017.

The Acquiring Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act, that authorizes payments in connection with the distribution of the Acquiring Fund’s 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 is currently using 0.15% of its average daily net assets attributable to Investor Class shares for such purposes. 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 Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act, that authorizes payments in connection with the distribution of the Target Fund’s shares at an annual rate of up to 0.25% of the Target Fund’s average daily net assets attributable to Original Class shares. The fee is paid as reimbursement for, or in anticipation of, expenses incurred by third parties or Rainier for distribution-related and shareholder servicing activities related to Original Class shares.

The Target Fund enters into agreements with certain broker-dealers and other financial intermediaries pursuant to which the Fund pays the financial intermediaries for services such as recordkeeping, networking or sub-transfer agency in amounts determined by the Board of Trustees of the Rainier Trust to be reasonable. Rainier has voluntarily undertaken to limit the sub-transfer agency expenses to no more than 0.10% of the average daily net assets of the Institutional Shares and 0.15% of the average daily net assets of the Original Shares.

B-25

Rainier has contractually agreed to waive/reimburse expenses through July 31, 2017 to the extent necessary so that the Target Fund’s ratio of operating expenses to average daily net assets, excluding acquired fund fees and expenses, interest, taxes, brokerage commissions, extraordinary expenses, and sales charges, will not exceed 1.29% for Original Class shares and 1.04% for Institutional Class shares.

The Advisor has agreed that fees and expenses of the Acquiring Fund will be capped, pursuant to an expense limitation agreement, to the extent necessary so that expenses (exclusive of all federal, state, and local taxes, interest, brokerage commissions, acquired fund fees and expenses and other costs incurred in connection with the purchase and sale of securities, and extraordinary items) do not exceed the total annual fees and expenses of the Target Fund for a period of two years from the date of the reorganization.

5. Capital Shares

The combined pro forma net asset values per share assume that the issuance of Acquiring Fund shares to the Target Fund’s shareholders would have occurred at April 30, 2017, 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, 2017:

	Hennessy Cornerstone Large Growth Fund	Rainier Large Cap Equity Fund	Pro Forma Adjustments	Hennessy Cornerstone Large Growth Fund Pro Forma Combined
Investor/Original Class
Shares Outstanding	8,165,680	4,175,298	2,955,815	15,296,793
Institutional Class
Shares Outstanding	1,114,743	1,381,577	1,034,597	3,530,917

6. Merger Costs

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

B-26

__________________________________

HENNESSY FUNDS TRUST

Part C. Other Information

June 13, 2017
__________________________________

Item 15. Indemnification

Pursuant to Chapter 38 of Title 12 of the Delaware Code, the Trust Instrument of Hennessy Funds Trust (the “Registrant”), dated September 16, 1992, contains the following article, which is in full force and effect and has not been modified or canceled:

“ARTICLE X

LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 10.1. Limitation of Liability. A Trustee, when acting in such capacity, shall not be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee. A Trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as Trustee, provided that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder.

Section 10.2. Indemnification

(a) Subject to the exceptions and limitations contained in Section 10.2(b) below:

(i) every Person who is, or has been, a Trustee or officer of the Trust (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof;

(ii) the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened while in office or thereafter, and the words “liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered Person:

(i) who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or

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(ii) in the event of a settlement, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office,

(A)

by the court or other body approving the settlement;

(B)

by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or

(C)

by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry);

provided, however, that any Shareholder may, by appropriate legal proceedings, challenge any such determination by the Trustees or by independent counsel.

(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable , shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, and other persons may be entitled by contract or otherwise under law.

(d) Expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 10.2 may be paid by the Trust or Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or Series if it is ultimately determined that he is not entitled to indemnification under this Section 10.2; provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust is insured against losses arising out of any such advance payments or (c) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a trial-type inquiry or full investigation), that there is reason to believe that such Covered Person will be found entitled to indemnification under this Section 10.2.

Section 10.3. Shareholders. In case any Shareholder or former Shareholder of any Series shall be held to be personally liable solely by reason of his being or having been a Shareholder of such Series and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.”

Insofar as indemnification for and with respect to liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,

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therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person or Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 16. EXHIBITS.

(a)	Restated Certificate of Trust (filed herewith).

(b)	Certificate of Amendment to the Certificate of Trust.⁽²⁾

(c)	Certificate of Amendment to the Certificate of Trust (filed herewith).

(d)	Trust Instrument (restated in electronic format to include all amendments through December 12, 2008).⁽²⁾

(e)	Amended and Restated Written Instrument Designating and Establishing Series and Classes.⁽⁸⁾

2.	Bylaws, as amended and restated as of June 3, 2008.⁽²⁾

3.	See relevant portions of Certificate of Trust, as amended, Trust Instrument and Bylaws.

4.	Agreement and Plan of Reorganization is incorporated by reference to Exhibit A to the Proxy Statement/Prospectus filed herewith as Part A to this Registration Statement on Form N-14.

None.

6.	(a) Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Large Growth Fund.⁽³⁾

(b)	Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Small Cap Financial Fund, the Hennessy Large Cap Financial Fund and the Hennessy Technology Fund.⁽⁴⁾

(c)

Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund.⁽⁵⁾

(d)

First Amendment to Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund.⁽⁷⁾

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(e)

First Amendment to Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Small Cap Financial Fund, the Hennessy Large Cap Financial Fund and the Hennessy Technology Fund.⁽⁸⁾

(f)	Sub-Advisory Agreement for the Hennessy Focus Fund between Hennessy Advisors, Inc. and Broad Run Investment Management, LLC.⁽⁴⁾

(g)	Sub-Advisory Agreement for the Hennessy Equity and Income Fund (equity allocation) between Hennessy Advisors, Inc. and The London Company of Virginia, LLC.⁽⁴⁾

(h)	Sub-Advisory Agreement for the Hennessy Equity and Income Fund (fixed income allocation) between Hennessy Advisors, Inc. and Financial Counselors, Inc.⁽⁴⁾

(i)	Sub-Advisory Agreement for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund between Hennessy Advisors, Inc. and SPARX Asset Management Co., Ltd.⁽⁵⁾

7.	Distribution Agreement among Registrant, Hennessy Advisors, Inc. and Quasar Distributors, LLC.⁽¹⁾and Amended and Restated Exhibit C⁽⁵⁾ and Exhibit A.⁽⁷⁾

None.

9.	Custody Agreement between Registrant and U.S. Bank, National Association.⁽¹⁾and Amended and Restated Exhibit C⁽⁵⁾ and Exhibit D.⁽⁷⁾

10.

(a)

Amended and Restated Distribution (Rule 12b-1) Plan for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Small Cap Financial Fund, the Hennessy Large Cap Financial Fund and the Hennessy Technology Fund.⁽⁴⁾

(b)	Distribution (Rule 12b-1) Plan for the Hennessy Cornerstone Growth Fund.⁽⁷⁾

(c)	Distribution (Rule 12b-1) Plan for the Hennessy Cornerstone Mid Cap 30 Fund.⁽⁷⁾

(d)	Distribution (Rule 12b-1) Plan for the Hennessy Cornerstone Large Growth Fund.⁽⁷⁾

(e)	Distribution (Rule 12b-1) Plan for the Hennessy Cornerstone Value Fund.⁽⁷⁾

(f)	Distribution (Rule 12b-1) Plan for the Hennessy Total Return Fund.⁽⁵⁾

(g)	Distribution (Rule 12b-1) Plan for the Hennessy Balanced Fund.⁽⁵⁾

(h)	Distribution (Rule 12b-1) Plan for the Hennessy Japan Fund.⁽⁷⁾

(i)	Distribution (Rule 12b-1) Plan for the Hennessy Japan Small Cap Fund.⁽⁷⁾

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(j)	Amended and Restated Rule 18f-3 Multi-Class Plan.⁽⁸⁾

11.	Opinion of Foley & Lardner LLP regarding legality of issuance of shares (filed herewith).

12.	Form of Opinion of Foley & Lardner LLP regarding tax matters (filed herewith).

13.

(a)

Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC⁽¹⁾and Amended and Restated Exhibit A⁽⁵⁾and Exhibit B.⁽⁷⁾

(b)	Transfer Agent Agreement between Registrant and U.S. Bancorp Fund Services, LLC⁽¹⁾and Amended and Restated Exhibit A⁽⁵⁾and Exhibit C.⁽⁷⁾

(c)	Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC⁽¹⁾and Amended and Restated Exhibit A⁽⁵⁾ and Exhibit B.⁽⁷⁾

(d)

Amended and Restated Servicing Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund.⁽⁵⁾

(e)	First Amendment to Amended and Restated Servicing Agreement between Registrant and Hennessy Advisors, Inc. for all Funds.⁽⁶⁾

(f)

Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Small Cap Financial Fund, the Hennessy Large Cap Financial Fund and the Hennessy Technology Fund [Agreement Expired but Reimbursement Provision Continuing].⁽⁴⁾

(g)	Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund and the Hennessy Cornerstone Value Fund [Agreement Terminated but Reimbursement Provision Continuing].⁽⁵⁾

(h)	Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Large Growth Fund [Agreement Terminated but Reimbursement Provision Continuing].⁽⁵⁾

(i)	Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Technology Fund.⁽⁸⁾

(j)	Form of Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Large Growth Fund (filed herewith).

(k)	Administrative Services Agreement among the American Gas Association, Hennessy Funds Trust, on behalf the Hennessy Gas Utility Fund, and Hennessy Advisors, Inc.⁽⁸⁾

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(l)	First Amendment to Administrative Services Agreement among the American Gas Association, Hennessy Funds Trust, on behalf of the Gas Utility Fund, and Hennessy Advisors, Inc.⁽⁸⁾

14.	(a) Consent of Independent Registered Public Accounting Firm (filed herewith).

(b) Consent of Independent Registered Public Accounting Firm (filed herewith).

15.

None.

16.	Power of Attorney.⁽¹⁾

17.	Form of Proxy Cards (filed herewith).

_______________

(1)	Incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement. Post-Effective Amendment No. 16 was filed on July 1, 2005, and its accession number is 0000897069-05-001653.

(2)	Incorporated by reference to Post-Effective Amendment No. 24 to the Registration Statement. Post-Effective Amendment No. 24 was filed on December 15, 2008, and its accession number is 0000897069-08-001905.

(3)	Incorporated by reference to Post-Effective Amendment No. 26 to the Registration Statement. Post-Effective Amendment No. 26 was filed on November 23, 2009, and its accession number is 0000898531-09-000435.

(4)	Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement. Post-Effective Amendment No. 34 was filed on February 28, 2013, and its accession number is 0000898531-13-000110.

(5)	Incorporated by reference to Post-Effective Amendment No. 38 to the Registration Statement. Post-Effective Amendment No. 38 was filed on February 28, 2014, and its accession number is 0000898531-14-000096.

(6)	Incorporated by reference to Post-Effective Amendment No. 40 to the Registration Statement. Post-Effective Amendment No. 40 was filed on March 2, 2015, and its accession number is 0000898531-15-000083.

(7)	Incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement. Post-Effective Amendment No. 43 was filed on February 29, 2016, and its accession number is 0000898531-16-000649.

(8)	Incorporated by reference to Post-Effective Amendment No. 47 to the Registration Statement. Post-Effective Amendment No. 47 was filed on February 28, 2017, and its accession number is 0000898531-17-000122.

ITEM 17. UNDERTAKINGS.

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or

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party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

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SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Novato and State of California, on the 12th day of June, 2017.

HENNESSY FUNDS TRUST

(Registrant)

By: /s/ Neil J. Hennessy

Neil J. Hennessy

Chairman of the Board and President

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date

/s/ Neil J. Hennessy Neil J. Hennessy	Chairman of the Board and President (Principal Executive Officer) and a Trustee	June 12, 2017

Robert T. Doyle*	Trustee	*

J. Dennis DeSousa*	Trustee	*

Gerald P. Richardson*	Trustee	*

/s/ Teresa M. Nilsen Teresa M. Nilsen	Executive Vice President and Treasurer (Principal Financial and Accounting Officer)	June 12, 2017

*By: /s/ Neil J. Hennessy

Neil J. Hennessy

Attorney-in-fact

Dated as of June 12, 2017

Signature Page

EXHIBIT INDEX

Exhibit No.	Exhibit

1. (a)	Restated Certificate of Trust (filed herewith).

(b)	Certificate of Amendment to the Certificate of Trust.^*
(c)	Certificate of Amendment to the Certificate of Trust (filed herewith).
(d)	Trust Instrument (restated in electronic format to include all amendments through December 12, 2008).^*
(e)	Amended and Restated Written Instrument Designating and Establishing Series and Classes.^*
2.	Bylaws, as amended and restated as of June 3, 2008.^*
3.	None.
4.	Agreement and Plan of Reorganization is incorporated by reference to Exhibit A to the Proxy Statement/Prospectus filed herewith as Part A to this Registration Statement on Form N-14.
5.	None.
6. (a)	Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Large Growth Fund.^*
(b)	Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Small Cap Financial Fund, the Hennessy Large Cap Financial Fund and the Hennessy Technology Fund.^*
(c)	Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund.^*
(d)	First Amendment to Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund.^*
(e)	First Amendment to Investment Advisory Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Small Cap Financial Fund, the Hennessy Large Cap Financial Fund and the Hennessy Technology Fund.^*
(f)	Sub-Advisory Agreement for the Hennessy Focus Fund between Hennessy Advisors, Inc. and Broad Run Investment Management, LLC.^*
(g)	Sub-Advisory Agreement for the Hennessy Equity and Income Fund (equity sleeve) between Hennessy Advisors, Inc. and The London Company of Virginia, LLC.^*
(h)	Sub-Advisory Agreement for the Hennessy Equity and Income Fund (fixed income sleeve) between Hennessy Advisors, Inc. and Financial Counselors, Inc.^*
(i)	Sub-Advisory Agreement for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund between Hennessy Advisors, Inc. and SPARX Asset Management Co., Ltd.^*

Exhibit Index

7.	Distribution Agreement among Registrant, Hennessy Advisors, Inc. and Quasar Distributors, LLC^and Amended and Restated Exhibit C^and Exhibit A.^*
8.	None.
9.	Custody Agreement between Registrant and U.S. Bank, National Association^and Amended and Restated Exhibit C^ and Exhibit D.^*
10. (a)	Amended and Restated Distribution (Rule 12b-1) Plan for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Small Cap Financial Fund, the Hennessy Large Cap Financial Fund and the Hennessy Technology Fund.^*
(b)	Distribution (Rule 12b-1) Plan for the Hennessy Cornerstone Growth Fund.^*
(c)	Distribution (Rule 12b-1) Plan for the Hennessy Cornerstone Mid Cap 30 Fund.^*
(d)	Distribution (Rule 12b-1) Plan for the Hennessy Cornerstone Large Growth Fund.^*
(e)	Distribution (Rule 12b-1) Plan for the Hennessy Cornerstone Value Fund.^*
(f)	Distribution (Rule 12b-1) Plan for the Hennessy Total Return Fund.^*
(g)	Distribution (Rule 12b-1) Plan for the Hennessy Balanced Fund.^*
(h)	Distribution (Rule 12b-1) Plan for the Hennessy Japan Fund.^*
(i)	Distribution (Rule 12b-1) Plan for the Hennessy Japan Small Cap Fund.^*
(j)	Amended and Restated Rule 18f-3 Multi-Class Plan.^*
11.	Opinion of Foley & Lardner LLP regarding legality of issuance of shares (filed herewith).
12.	Form of Opinion of Foley & Lardner LLP regarding tax matters (filed herewith).
13. (a)	Fund Administration Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC^* and Amended and Restated Exhibit A^* and Exhibit B.^*
(b)	Transfer Agent Agreement between Registrant and U.S. Bancorp Fund Services, LLC^* and Amended and Restated Exhibit A^* and Exhibit C.^*
(c)	Fund Accounting Servicing Agreement between Registrant and U.S. Bancorp Fund Services, LLC^* and Amended and Restated Exhibit A^* and Exhibit B.^*
(d)	Amended and Restated Servicing Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Large Growth Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund.^*
(e)	First Amendment to Amended and Restated Servicing Agreement between Registrant and Hennessy Advisors, Inc. for all Funds.^*
(f)	Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Small Cap Financial Fund, the Hennessy Large Cap Financial Fund and the Hennessy Technology Fund [Agreement Expired but Reimbursement Provision Continuing].^*
(g)	Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund and the Hennessy Cornerstone Value Fund [Agreement Terminated but Reimbursement Provision Continuing].^*

Exhibit Index

(h)	Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Large Growth Fund [Agreement Terminated but Reimbursement Provision Continuing].^*
(i)	Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Technology Fund.^*
(j)	Form of Expense Limitation Agreement between Registrant and Hennessy Advisors, Inc. for the Hennessy Cornerstone Large Growth Fund (filed herewith).
(k)	Administrative Services Agreement among the American Gas Association, Hennessy Funds Trust, on behalf the Hennessy Gas Utility Fund, and Hennessy Advisors, Inc.^*
(l)	First Amendment to Administrative Services Agreement among the American Gas Association, Hennessy Funds Trust, on behalf of the Gas Utility Fund, and Hennessy Advisors, Inc.^*
14. (a)	Consent of Independent Registered Public Accounting Firm (filed herewith).
(b)	Consent of Independent Registered Public Accounting Firm (filed herewith).
15.	None.
16.	Power of Attorney.^*
17.	Form of Proxy Cards (filed herewith).

^*Incorporated by reference.

Exhibit Index

Exhibit 12

[•], 2017

ATTORNEYS AT LAW

777 EAST WISCONSIN AVENUE

MILWAUKEE, WI 53202-5306

414.271.2400 TEL

414.297.4900 FAX

foley.com

CLIENT/MATTER NUMBER

082961-0140

Hennessy Funds Trust

7250 Redwood Blvd.

Suite 200

Novato, California 94945

Rainier Investment Management Mutual Funds

601 Union Street, Suite 3525

Seattle, Washington 98101

Re:

Federal income tax consequences of the transfer of assets of certain series of Rainier Investment Management Mutual Funds to certain series of Hennessy Funds Trust

Ladies and Gentlemen:

As counsel to Hennessy Funds Trust, a Delaware statutory trust (the “Trust”), we have been asked to advise you concerning the anticipated federal income tax consequences of the transactions to be carried out under that certain Agreement and Plan of Reorganization, dated as of [•], 2017 (the “Agreement”), by and between the Trust, on behalf of the Hennessy Cornerstone Mid Cap 30 Fund and the Hennessy Cornerstone Large Growth Fund (each an “Acquiring Fund” and, together, the “Acquiring Funds”), and Rainier Investment Management Mutual Funds, a Delaware statutory trust (the “Rainier Trust”), on behalf of the Rainier Mid Cap Equity Fund, the Rainier Small/Mid Cap Equity Fund and the Rainier Large Cap Equity Fund (each an “Acquired Fund” and, together, the “Acquired Funds”). Schedule B shows certain information regarding the investment objectives and investment policies of each Acquired Fund and each Acquiring Fund, which information is excerpted from the prospectus/proxy statement (the “N-14 Prospectus”) that is part of the registration statement on Form N-14 filed by the Trust with the Securities and Exchange Commission relating to the shares of the Acquiring Funds that are issuable pursuant to the Agreement (the “N-14 Registration Statement”).

The following transactions (referred to collectively herein as the “Transaction”) are contemplated under the Agreement: (i) each Acquired Fund will transfer all of its assets to the Acquiring Fund listed opposite its name on Schedule A solely in exchange for voting shares of the corresponding Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund (other than certain excluded liabilities); and (ii) each Acquired Fund will distribute the voting shares of the corresponding Acquiring Fund received in step (i) to its shareholders in

BOSTON

BRUSSELS

CHICAGO

DETROIT

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN FRANCISCO

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

Hennessy Funds Trust

Rainier Investment Management Mutual Funds

[•], 2017

Page 2

complete liquidation thereof. Based on our review of the Agreement and related documents, neither dissenters’ rights nor appraisal rights will be available to the shareholders of the Acquired Funds.

Except as otherwise provided, all terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the Agreement. For purposes of this opinion, the term “Code” means the Internal Revenue Code of 1986, as amended, and all Section references are to the Code unless otherwise specified.

In rendering the opinion contained herein, we have relied on the following representations:

(a) The Trust and the Rainier Trust are each registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company.

(b) Each Acquired Fund is a series of the Rainier Trust and is treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code; and each Acquiring Fund is a series of the Trust and is treated as a separate corporation for federal income tax purposes pursuant to Section 851(g) of the Code.

(c) Each Acquired Fund and each Acquiring Fund has elected to be taxed as a regulated investment company (“RIC”) under Section 851 of the Code for all its taxable periods (including the last short taxable period ending on the date of the Transaction in the case of an Acquired Fund) and has qualified for the special tax treatment afforded RICs under the Code. Each Acquiring Fund intends to continue to qualify as a RIC after the Transaction.

(d) Each shareholder of an Acquired Fund will receive in the Transaction solely voting shares of the corresponding Acquiring Fund in exchange for shares of the Acquired Fund.

(e) The fair market value of the voting shares of an Acquiring Fund received by each shareholder of the corresponding Acquired Fund will be equal to the fair market value of the shares of the Acquired Fund surrendered in exchange therefor.

(f) Each Acquiring Fund will acquire at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets held by the corresponding Acquired Fund immediately prior to the Transaction. For purposes of this representation, amounts used by an Acquired Fund to pay its transaction expenses, and all redemptions and distributions (except for distributions and redemptions occurring in the ordinary course of the Acquired Fund’s business as an open‑end investment company pursuant to Section 22(e) of the 1940 Act) made by the Acquired Fund immediately before

Hennessy Funds Trust

Rainier Investment Management Mutual Funds

[•], 2017

Page 3

the Transaction will be included as assets of the Acquired Fund held immediately prior to the Transaction.

(g) None of the Acquiring Funds has any plan or intention to reacquire any of its shares issued in the Transaction, except to the extent necessary to comply with its legal obligations to redeem its own shares under Section 22(e) of the 1940 Act.

(h) Each Acquiring Fund has no plan or intention to effect dispositions of more than 66% (by market value) of the portfolio assets of the applicable Acquired Fund acquired in the Transaction, other than dispositions made in the ordinary course of business.

(i) On the date of the Transaction, at least 34% (by market value) of the portfolio assets of each Acquired Fund meet the investment objectives, strategies, policies, risks, and restrictions of the corresponding Acquiring Fund. On the date of the Transaction, each Acquired Fund will not have altered its portfolio in connection with the Transaction to meet this 34% threshold. On the date of the Transaction, each Acquiring Fund will have no plan or intention to change any of its investment objectives, strategies, policies, risks, and restrictions after the Transaction.

(j) To the best of the knowledge of each Acquiring Fund’s management, as of the business day preceding the Transaction, there was no plan or intention by the shareholders of the corresponding Acquired Fund to sell, exchange, or otherwise dispose of a number of the shares of such Acquired Fund (or the Acquiring Fund shares received in the Transaction), in connection with the Transaction, that would reduce the shareholders’ ownership of the shares of such Acquired Fund (or equivalent Acquiring Fund shares) to a number of shares that was less than 50% of the number of the shares of such Acquired Fund as of the record date.

(k) The liabilities of each Acquired Fund assumed by the corresponding Acquiring Fund, and any liabilities to which the transferred assets of the Acquired Fund are subject, were incurred by the Acquired Fund in the ordinary course of its business.

(l) Each Acquiring Fund, each Acquired Fund, and the shareholders of each Acquired Fund will pay their respective expenses, if any, incurred in connection with the Transaction, except as provided in the following sentence. Any expenses of an Acquired Fund or Acquiring Fund that are paid or assumed by the investment advisor to the Acquired Fund and the Acquiring Fund will be solely and directly related to the Transaction in accordance with the guidelines established in Rev. Rul. 73-54, 1973-1 C.B. 187.

(m) There is no intercorporate indebtedness existing between any Acquired Fund and the corresponding Acquiring Fund that was issued or acquired or will be settled at a discount.

Hennessy Funds Trust

Rainier Investment Management Mutual Funds

[•], 2017

Page 4

(n) Each Acquiring Fund and the corresponding Acquired Fund has qualified, and will qualify at the time of the Transaction, as a “regulated investment company” within the meaning of Sections 368(a)(2)(F) and 851 of the Code.

(o) The fair market value of the assets of each Acquired Fund transferred to the corresponding Acquiring Fund will equal or exceed the sum of the liabilities assumed by the Acquiring Fund, plus the amount of liabilities, if any, to which the transferred assets are subject.

(p) During the five-year period ending on the date of the Transaction, none of the Acquiring Funds has owned, directly or indirectly, any shares of the corresponding Acquired Fund.

(q) None of the Acquired Funds is under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.

(r) With respect to each Acquiring Fund, neither the Acquiring Fund nor any person related (within the meaning of § 1.368-1(e)(4) of the Treasury Regulations) to the Acquiring Fund has any plan or intention to acquire, during the five-year period beginning on the date of the Transaction, with consideration other than shares of the Acquiring Fund, the Acquiring Fund shares furnished in exchange for a proprietary interest in any Acquired Fund in the Transaction, either directly or through any agreement or arrangement with any other person, other than redemptions by the Acquiring Fund in the ordinary course of its business as a series of an open-end investment company pursuant to Section 22(e) of the 1940 Act.

(s) With respect to each Acquired Fund and the corresponding Acquiring Fund, during the five-year period ending on the date of the Transaction: (i) neither the Acquiring Fund nor any person related (as defined in § 1.368-1(e)(4) of the Treasury Regulations) to the Acquiring Fund has acquired the Acquired Fund’s shares with consideration other than shares of the Acquiring Fund; (ii) neither the Acquired Fund nor any person related (as defined in § 1.368-1(e)(4) of the Treasury Regulations but without regard to § 1.368-1(e)(4)(i)(A) of the Treasury Regulations) to the Acquired Fund has acquired shares of the Acquired Fund with consideration other than shares of the Acquiring Fund or shares of the Acquired Fund, except for redemptions by the Acquired Fund in the ordinary course of its business as a series of an open-end investment company pursuant to Section 22(e) of the 1940 Act; and (iii) no distributions have been made with respect to the Acquired Fund’s shares (other than ordinary, normal, regular dividend distributions made pursuant to the Acquired Fund’s historic dividend paying practice), either directly or through any agreement or arrangement with any other person, except for distributions described in Sections 852 and 4982 of the Code as required for the Acquired Fund’s tax treatment as a RIC.

Hennessy Funds Trust

Rainier Investment Management Mutual Funds

[•], 2017

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(t) With respect to each Acquired Fund and the corresponding Acquiring Fund, the aggregate value of the acquisitions, redemptions, and distributions described in paragraphs (r) and (s) above does not exceed 50 percent of the value (without giving effect to such acquisitions, redemptions, and distributions) of the proprietary interest in the Acquired Fund on the date of the Transaction.

(u) No cash will be distributed in lieu of fractional shares in the Transaction.

(v) The total adjusted basis of the assets of each Acquired Fund transferred to the corresponding Acquiring Fund will equal or exceed the sum of the liabilities to be assumed by the Acquiring Fund, plus the amount of liabilities, if any, to which the transferred assets are subject.

(w) No cash or property other than voting shares of an Acquiring Fund will be transferred by the Acquiring Fund to the corresponding Acquired Fund in the Transaction.

(x) After the Transaction, no dividends or distributions will be made to the former shareholders of an Acquired Fund other than dividends and distributions made with regard to the shares of the corresponding Acquiring Fund received by such shareholder in the Transaction.

(y) At the time of the Transaction, no options, warrants, or rights are outstanding with respect to any shares of the Acquired Funds. No options, warrants, or rights with respect to the shares of any Acquired Fund have been or will be redeemed in connection with the Transaction.

(z) None of the Acquired Funds has filed an election pursuant to Notice 88-19, 1988-1 C.B. 486, or § 1.337(d)-5 of the Treasury Regulations, to be subject to rules similar to the rules of Section 1374 of the Code with respect to any net built-in gain on any assets acquired from another corporation.

SCOPE OF OPINION

The opinion expressed herein is rendered only with respect to the specific matters discussed herein. We express no opinion with respect to any other federal, state, local or foreign income tax or legal aspect of the Transaction, and no inference should be drawn with respect to any matter not expressly opined upon.

In connection with the preparation of this opinion, we have examined the N-14 Registration Statement, the Agreement, and such other documents concerning the Transaction as we have deemed necessary. We have assumed for all purposes that the Transaction will be effected as set forth above and as described in the Agreement and the N-14 Prospectus. We have not made any independent investigation of the representations in connection with the Transaction.

Hennessy Funds Trust

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[•], 2017

Page 6

Our opinion expressed herein is based upon existing law, regulations, administrative pronouncements, and judicial authority, all as in effect as of today’s date. This opinion represents our best legal judgment as to the matters addressed herein, but is not binding on the Internal Revenue Service (“IRS”) or the courts. Accordingly, no assurance can be given that the opinion expressed herein, if contested, would be sustained by a court. Furthermore, the authorities upon which we rely may be changed at any time, potentially with retroactive effect. No assurances can be given as to the effect of any such changes on the conclusions expressed in this opinion.

OPINION

Based upon the representations as set forth above, and subject to the conditions and limitations included in the portion of this letter entitled SCOPE OF OPINION, we are of the opinion that for federal income tax purposes:

(1)

The acquisition by each Acquiring Fund of all the assets of the corresponding Acquired Fund solely in exchange for the voting shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund (other than certain excluded liabilities), followed by the distribution of the voting shares of the Acquiring Fund by the Acquired Fund, as described above, should qualify as a reorganization within the meaning of Section 368(a)(1)(C) of the Code. Each of the Acquiring Fund and the Acquired Fund should be “a party to a reorganization” within the meaning of Section 368(b) of the Code.

(2)

No gain or loss should be recognized by any Acquired Fund upon the transfer of all its assets to the corresponding Acquiring Fund solely in exchange for voting shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund (other than certain excluded liabilities), if any, and the subsequent distribution of those shares of the Acquiring Fund to the Acquired Fund’s shareholders in liquidation thereof (Sections 361(a), 357(a), 361(c)).

(3)

None of the Acquiring Funds should recognize any gain or loss on the receipt of the assets of the corresponding Acquired Fund solely in exchange for the Acquiring Fund’s voting shares and the Acquiring Fund’s assumption of the Acquired Fund’s liabilities (other than certain excluded liabilities), if any (Section 1032(a)).

(4)	The basis of the assets of an Acquired Fund in the hands of the corresponding Acquiring Fund should be the same as the basis of those assets in the hands of the Acquired Fund immediately prior to the Transaction (Section 362(b)).

Hennessy Funds Trust

Rainier Investment Management Mutual Funds

[•], 2017

Page 7

(5)	Each Acquiring Fund’s holding period for the corresponding Acquired Fund’s assets acquired in the Transaction should include the period during which the Acquired Fund held such assets (Section 1223(2)).

(6)	No gain or loss should be recognized by the shareholders of any Acquired Fund upon the liquidation of the Acquired Fund and upon the receipt of voting shares of the corresponding Acquiring Fund solely in exchange for their shares in the Acquired Fund (Section 354(a)).

(7)	The basis of the shares of an Acquiring Fund received by the shareholders of an Acquired Fund should be the same as the basis of the shares of the Acquired Fund constructively surrendered in exchange therefor (Section 358(a)(1)).

(8)

The holding period of shares of an Acquiring Fund received in the Transaction by the shareholders of an Acquired Fund should include the period during which such shareholders held the shares of the Acquired Fund constructively surrendered in exchange therefor, provided that the Acquired Fund’s shareholders held the shares of the Acquired Fund as a capital asset on the date of the Transaction (Section 1223(1)).

(9)

Pursuant to Section 381(a), each Acquiring Fund should succeed to and take into account the items of the corresponding Acquired Fund described in Section 381(c), subject to the provisions and limitations specified in Sections 381, 382, 383, and 384 of the Code and the Treasury Regulations thereunder.

The opinion described above is not free from doubt. For the acquisition of the assets of an Acquired Fund pursuant to the Transaction to qualify as a reorganization under Section 368(a) of the Code, the corresponding Acquiring Fund must continue the historic business of the Acquired Fund or use a significant portion of the Acquired Fund’s historic business assets in a business. Although the IRS has issued many private letter rulings upholding reorganization status for transactions involving regulated investment companies, the only published guidance on the subject is Revenue Ruling 87-76, 1987-2 C.B. 84. In that ruling, the IRS held that the “continuity of business enterprise” requirement was not met in the case of an acquisition of the assets of an investment company that invested in corporate stocks and bonds by another investment company that invested in municipal bonds, because investing in corporate stocks and bonds is not the same line of business as investing in municipal bonds. We believe the facts of this Transaction are distinguishable from those in the published ruling.

In view of the representations described in paragraphs (h) and (i) on page 3 of this opinion and in view of the similarities in the investment objectives of each Acquired Fund and the corresponding Acquiring Fund (which objectives are described in Schedule B), we are of the opinion

Hennessy Funds Trust

Rainier Investment Management Mutual Funds

[•], 2017

Page 8

that the “continuity of business enterprise” requirement should be deemed to be met with respect to the transfer of the assets of each Acquired Fund to the corresponding Acquiring Fund in the Transaction. Nevertheless, as a result of the lack of authority on this issue, there exists some doubt as to whether the “continuity of business enterprise” requirement will be deemed to be met in the case of this transfer of assets pursuant to the Transaction.

The opinion expressed herein is for the exclusive benefit of the Acquired Funds, the Acquiring Funds, and their respective shareholders. No other person shall be entitled to rely on this opinion. We hereby consent to the references to our firm in the N-14 Prospectus and to the filing of this opinion as an exhibit to the N-14 Registration Statement. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required by Section 7 of such Act.

Very truly yours,

DRAFT

FOLEY & LARDNER LLP

Schedule A

Acquired Fund		Corresponding Acquiring Fund
Rainier Mid Cap Equity Fund		Hennessy Cornerstone Mid Cap 30 Fund
Rainier Small/Mid Cap Equity Fund		Hennessy Cornerstone Mid Cap 30 Fund
Rainier Large Cap Equity Fund		Hennessy Cornerstone Large Growth Fund

A-1

Schedule B

Fund		Investment Objective and Principal Investment Policies

Rainier Mid Cap Equity Fund (Acquired Fund)		The investment objective of the Rainier Mid Cap Equity Fund is to maximize long-term capital appreciation. In pursuing its objective, the Rainier Mid Cap Equity Fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in the common stock of mid-capitalization companies traded in the United States. The Rainier Trust’s investment advisor, Rainier Investment Management, LLC (“Rainier”) considers a mid-capitalization company as one with market capitalization, at the time of purchase, within the range of companies included in the Russell Midcap^® Index. The market capitalization of companies in which the Rainier Mid Cap Equity Fund may invest may vary with market conditions. As of December 31, 2016, the market capitalization range of companies included in the Russell Midcap Index was $643 million to $57.5 billion. Investments in companies that grow above these maximum capitalization criteria may continue to be held if Rainier considers them to be particularly attractive. The Rainier Mid Cap Equity Fund will normally invest in approximately 75 to 125 companies. Although the Rainier Mid Cap Equity Fund does not expect to maintain significant positions in such securities on a normal basis, it may invest up to 25% of its assets in foreign securities, with limited investments in emerging markets. These include U.S. dollar denominated securities of foreign issuers and securities of foreign issuers that are listed and traded on a domestic national securities exchange. Currently, Rainier invests only in U.S. dollar denominated securities of foreign issuers or American Depositary Receipts (“ADRs”). The Rainier Mid Cap Equity Fund may invest to a limited extent in initial public offerings (“IPOs”) and exchange-traded funds (“ETFs”).

Rainier Small/Mid Cap Equity Fund

(Acquired Fund)

The investment objective of the Rainier Small/Mid Cap Equity Fund is to maximize long-term capital appreciation. In pursuing its objective, the Rainier Small/Mid Cap Equity Fund normally invests at least 80% of its net assets, plus any borrowings for

A-2

investment purposes, in the common stock of small- and mid-capitalization companies traded in the United States. The Rainier Small/Mid Cap Equity Fund will invest in approximately 75 to 150 companies. Rainier defines small- and mid-cap companies as companies that are members of, or fall within, the capitalization range inclusive of the Russell 2000^® Index, which was $23.6 million to $4.1 billion as of June 30, 2016, and the Russell Midcap^® Index, which was $643 million to $57.5 billion as of December 31, 2016. Investments in companies that grow above these maximum capitalization criteria may continue to be held if Rainier considers them to be particularly attractive. Although the Rainier Small/Mid Cap Equity Fund does not expect to maintain significant positions in such securities on a normal basis, it may invest up to 25% of its assets in foreign securities, with limited investments in emerging markets. These include U.S. dollar denominated securities of foreign issuers and securities of foreign issuers that are listed and traded on a domestic national securities exchange. Currently, Rainier invests only in U.S. dollar denominated securities of foreign issuers or ADRs. The Rainier Small/Mid Cap Equity Fund may invest to a limited extent in IPOs and ETFs.

Hennessy Cornerstone Mid

Cap 30 Fund

(Acquiring Fund)

The Hennessy Cornerstone Mid Cap 30 Fund seeks long-term growth of capital. In pursuing its objective, the Hennessy Cornerstone Mid Cap 30 Fund normally invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in mid-cap, growth-oriented stocks by utilizing a highly disciplined, quantitative formula known as the Cornerstone Mid Cap 30 Formula® (the “Mid Cap 30 Formula”). From a universe of stocks of mid-cap companies (defined as companies that have a market cap of between $1 billion and $10 billion), excluding ADRs, the Mid Cap 30 Formula selects the 30 common stocks with the highest one-year price appreciation as of the date of purchase that also meet the following criteria:

1. Price-to-sales ratio below 1.5

This value criterion helps to uncover relative bargains. The Mid Cap 30 Formula uses sales as its guide because sales figures are more difficult for companies to manipulate than earnings and frequently provide a clearer picture

A-3

of a company’s potential value.

2. Annual earnings that are higher than the previous year

While sales may be the best indicator of a company’s value, the Mid Cap 30 Formula considers improved earnings to be a key indicator of a company’s financial strength.

3. Positive stock price appreciation, or relative strength, over the past three and six month periods

Relative strength is widely used by investors in attempting to predict which stocks will outperform the market.

The Hennessy Cornerstone Mid Cap 30 Fund purchases 30 stocks as dictated by the Mid Cap 30 Formula, weighted equally by dollar amount, with 3.33% of the portfolio’s assets invested in each. Using the Mid Cap 30 Formula, the universe of stocks is re-screened and the portfolio is rebalanced annually, generally in the fall. Stocks meeting the Mid Cap 30 Formula’s criteria not currently in the portfolio are purchased, and stocks that no longer meet the criteria are sold. Holdings of all stocks in the Hennessy Cornerstone Mid Cap 30 Fund that continue to meet the criteria are appropriately increased or decreased to result in an equal 3.33% weighting.

Hennessy Cornerstone Large

Growth Fund

(Acquiring Fund)

The Hennessy Cornerstone Large Growth Fund seeks long-term growth of capital. In pursuing its objective, the Hennessy Cornerstone Large Growth Fund invests in growth-oriented common stocks of larger companies, excluding ADRs, by utilizing a highly disciplined, quantitative formula known as the Cornerstone Large Growth Formula (the “Large Growth Formula”). The Large Growth Formula selects the 50 common stocks from a universe of stocks in the Capital IQ Database (the “Database”) that meet the following criteria, in order:

1. Market capitalization that exceeds the Database average

2. Price-to-cash flow ratio less than the Database median

A-4

	Rainier Mid Cap Equity Fund (Original Class)	Rainier Small/Mid Cap Equity Fund (Original Class)	Hennessy Cornerstone Mid Cap 30 Fund Pro Forma (Investor Class)

Advisory Fee	0.85%	0.85%	0.74%

Expense Ratio⁽¹⁾	1.44%	1.39%	1.34%

Savings in Expense Ratio as Compared to Hennessy Cornerstone Mid Cap 30 Fund Pro Forma (Investor)	0.10%	0.05%	N/A

	Rainier Mid Cap Equity Fund (Institutional Class)	Rainier Small/Mid Cap Equity Fund (Institutional Class)	Hennessy Cornerstone Mid Cap 30 Fund Pro Forma (Institutional Class)

Advisory Fee	0.85%	0.85%	0.74%

Expense Ratio⁽¹⁾	1.17%	1.07%	0.97%

Savings in Expense Ratio as Compared to Hennessy Cornerstone Mid Cap 30 Fund Pro Forma (Institutional)	0.20%	0.10%	N/A

	Rainier Large Cap Equity Fund (Original Class)	Hennessy Cornerstone Large Growth Fund Pro Forma (Investor Class)

Advisory Fee	0.70%	0.74%

Expense Ratio⁽¹⁾	1.29%	1.26%

Savings in Expense Ratio as Compared to Hennessy Cornerstone Large Growth Fund Pro Forma (Investor)	0.03%	N/A

	Rainier Large Cap Equity Fund Pro Forma (Institutional Class)	Hennessy Cornerstone Large Growth Fund Pro Forma (Institutional Class)

Advisory Fee	0.70%	0.74%

Expense Ratio⁽¹⁾	0.98%	0.97%

Savings in Expense Ratio as Compared to Hennessy Cornerstone Large Growth Fund Pro Forma (Institutional)	0.01%	N/A

I.	SYNOPSIS			1
	A.	Overview		1
	B.	Reasons for the Reorganization and Board Deliberations		1
	C.	The Proposed Plan and Resulting Reorganization		4
	D.	Comparison of the Funds and the Hennessy Cornerstone Mid Cap 30 Fund		5
		1.	Investment Objectives and Principal Investment Policies	5
		2.	Investment Advisory Services	8
		3.	Distribution Services	8
		4.	Purchase and Redemption Procedures	9
		5.	Exchange Procedures	10
	E.	Other Significant Considerations and Consequences of the Proposed Reorganization		11
	F.	Federal Tax Consequences of the Proposed Reorganization		12

II.	PRINCIPAL RISK FACTORS			13

III.	COMPARISON FEE TABLES AND EXAMPLES			16
	A.	Fee Tables		16
	B.	Example		19

IV.	THE PROPOSED PLAN AND RESULTING REORGANIZATION			20
	A.	Summary of the Proposed Reorganization		20
	B.	Terms of the Plan		21
	C.	Description of the Hennessy Fund Shares		24
	D.	Reasons for the Reorganization Considered by the Board		24
	E.	Federal Income Tax Consequences		24
	F.	Comparison of Shareholder Rights		26
	G.	Capitalization		27

V.	INFORMATION ABOUT THE RAINIER U.S. FUNDS AND THE HENNESSY FUNDS			28
	A.	Investment Objective and Investment Strategies		28
	B.	Fees and Expenses		28
	C.	Performance and Portfolio Turnover		29
	D.	Investment Advisor and Portfolio Managers		33
	E.	Payments to Broker-Dealers and Other Financial Intermediaries		33
	F.	Net Asset Value		34
	G.	Shares		35
	H.	Taxes, Dividends and Distributions		45
	I.	Financial Highlights		46
	J.	Distribution Arrangements		47
	K.	Distribution Plans		47

	Sincerely,


	Michele T. Mosca
	Chief Executive Officer and President
	Rainier Investment Management Mutual Funds

	RAINIER INVESTMENT MANAGEMENT
	MUTUAL FUNDS


	Michele T. Mosca
	Chief Executive Officer and President

VI.	VOTING INFORMATION		49
	A.	Method and Cost of Solicitation	51
	B.	Right of Revocation	51
	C.	Voting Securities and Principal Holders	52

VII.	ADDITIONAL INFORMATION		55

VIII.	MISCELLANEOUS INFORMATION		55
	A.	Other Business	55
	B.	Next Meeting of Shareholders	55
	C.	Legal Matters	56
	D.	Experts	56

Exhibit A			A-1

Exhibit B			B-1

	Rainier U.S. Funds (Original Class)	Rainier U.S. Funds (Institutional Class)

Minimum Initial Investment	$ 2,500	$ 100,000

Subsequent Minimum Initial Investment	$ 250	$ 1,000

Automatic Investment Plan	$ 100	$ 100

	Hennessy Funds (Investor Class)	Hennessy Funds (Institutional Class)

Minimum Initial Investment	$ 2,500	$ 250,000

Subsequent Minimum Initial Investment	None	None

Individual Retirement Accounts	$ 250	None

Automatic Investment Plan	$ 100	$ 100

Risk Factors	Rainier Mid Cap Equity Fund	Rainier Small/Mid Cap Equity Fund	Hennessy Cornerstone Mid Cap 30 Fund	Rainier Large Cap Equity Fund	Hennessy Cornerstone Large Growth Fund
Market and Equity Investment Risk	X	X	X	X	X
Loss of Money Risk	X	X	X	X	X
Portfolio Turnover Risk	X	X	X
Management Risk	X	X		X
Growth Style Risk	X	X	X	X	X
Foreign Securities Risk	X	X		X
IPO Risk	X	X		X
ETF Risk	X	X		X
Medium-Sized Company Risk	X				X
Small- and Medium-Sized Companies Risk		X	X
Market Capitalization Risk				X

Shareholder Fees	Original	Institutional
(fees paid directly from your investment)	None	None

Management Fees	0.85%	0.85%
Distribution and Service (12b‑1) Fees	0.25%	0.00%
Other Expenses	0.34%	0.32%
Total Annual Fund Operating Expenses	1.44%	1.17%

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

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

Rainier Mid Cap Equity Fund

	One Year	Three Years	Five Years	Ten Years

Original	$ 147	$ 456	$ 787	$ 1,724

Institutional	$ 119	$ 372	$ 644	$ 1,420

	Rainier Mid Cap Equity Fund		Rainier Small/Mid Cap Equity Fund		Hennessy Cornerstone Mid Cap 30 Fund		Pro Forma Adjustments		Pro Forma Combined
Original Class/Investor Class

Aggregate Net Assets	$	32,889,267	$	239,129,048	$	399,253,929	$	—	$	671,272,244

Shares Outstanding		855,932		6,519,856		19,499,228		5,906,356		32,781,422

Net Asset Value Per Share	$	38.43	$	36.68	$	20.48	$	—	$	20.48

Institutional Class

Aggregate NetAssets	$	89,346,227	$	95,031,867	$	673,191,448	$	—	$	857,569,542

Shares Outstanding		2,218,123		2,433,513		32,076,103		4,132,456		40,860,195

Net Asset Value Per Share	$	40.28	$	39.05	$	20.99	$	—	$	20.99

	Rainier Large Cap Equity Fund		Hennessy Cornerstone Large Growth Fund		Pro Forma Adjustments		Pro Forma Combined

Original Class/Investor Class

Aggregate Net Assets	$	80,938,137	$	92,696,199	$	—	$	173,634,336

Shares Outstanding		4,175,298		8,165,680		2,955,815		15,296,793

Net Asset Value Per Share	$	19.38	$	11.35	$	—	$	11.35

Institutional Class

Aggregate Net Assets	$	27,665,193	$	12,763,060	$	—	$	40,428,253

Shares Outstanding		1,381,577		1,114,743		1,034,597		3,530,917

Net Asset Value Per Share	$	20.02	$	11.45	$	—	$	11.45

	One	Five	Ten
	Year	Years	Years*
Hennessy Cornerstone Mid Cap 30
Fund - Investor Shares

Return before taxes	5.82%	12.76%	7.94%

Return after taxes on distributions	5.67%	11.94%	7.30%

Return after taxes on distributions and sale of Fund shares	3.43%	10.15%	6.41%

Hennessy Cornerstone Mid Cap 30
Fund - Institutional Shares

Return before taxes	6.20%	13.11%	8.27%

Russell Midcap® Index	13.80%	14.72%	7.86%
(reflects no deduction for fees, expenses or taxes)

S&P 500 Index	11.96%	14.66%	6.95%
(reflects no deduction for fees, expenses or taxes)

	One Year	Five Years	Since Inception (3/20/09)
Hennessy Cornerstone Large Growth Fund - Investor Shares
Return before taxes	14.69%	12.96%	17.15%

Return after taxes on distributions	14.13%	10.39%	14.94%

Return after taxes on distributions and sale of Fund shares	8.32%	10.11%	14.20%

Hennessy Cornerstone Large Growth Fund - Institutional Shares


Return before taxes	15.05%	13.18%	17.44%

Russell 1000® Index (reflects no deduction for fees, expenses or taxes)	12.05%	14.69%	17.40%



S&P 500 Index (reflects no deduction for fees, expenses or taxes)	11.96%	14.66%	17.19%

Fund		Amount Paid

Hennessy Cornerstone Mid Cap 30 Fund		$963,758

Hennessy Cornerstone Large Growth Fund		$132,283

	Sales Material and Advertising	Printing and Mailing Prospectus	Compensation to Sales Personnel and Broker Dealers	Other	Approximate Total Amount Spent With Respect to Each Fund
Hennessy Cornerstone Mid Cap 30 Fund	$ 87,530	$ 0	$ 0	$ 876,228	$ 963,758

Hennessy Cornerstone Large Growth Fund	$ 40,203	$ 0	$ 0	$ 92,080	$ 132,283

	Fiscal Year Ended October 31, 2016	Fiscal Year Ended October 31, 2015	Fiscal Year Ended October 31, 2014

Hennessy Cornerstone Mid Cap 30 Fund	$ 642,505	$ 445,295	$ 194,891

Hennessy Cornerstone Large Growth Fund	$ 88,189	$ 104,668	$ 98,700

Rainier Mid Cap Equity Fund – Original Class	Shares	Percentage

[Table]

Rainier Small/Mid Cap Equity Fund – Original Class	Shares	Percentage

[Table]

Rainier Small/Mid Cap Equity Fund – Institutional Class	Shares	Percentage

[Table]

Rainier Large Cap Equity Fund – Original Class	Shares	Percentage

[Table]

Rainier Large Cap Equity Fund – Institutional Class	Shares	Percentage

[Table]

Hennessy Cornerstone Mid Cap 30 Fund – Investor Class	Shares	Percentage

[Table]

Hennessy Cornerstone Mid Cap 30 Fund – Institutional Class	Shares	Percentage

[Table]

Hennessy Cornerstone Large Growth	Shares	Percentage

Fund – Investor Class

[Table]

Hennessy Cornerstone Large Growth Fund – Institutional Class	Shares	Percentage

[Table]

	By Order of the Board of Trustees of Rainier
	Investment Management Mutual Funds


	Michele T. Mosca
	Chief Executive Officer and President


COMMON STOCKS - 97.43%
Consumer Discretionary - 17.37%
Aramark	827,500	$	30,220,300	–	$	–	–	$	–	–	$	–	827,500	$	30,220,300
Brinker International, Inc.	625,700		27,649,683	–		–	–		–	–		–	625,700		27,649,683
Brunswick Corp.	–		–	24,000		1,362,000	66,020		3,746,635	–		–	90,020		5,108,635
Burlington Stores, Inc. (a)	–		–	13,800		1,365,096	37,040		3,663,997	–		–	50,840		5,029,093
Dollar Tree, Inc. (a)	–		–	10,240		847,565	27,500		2,276,175	–		–	37,740		3,123,740
Expedia, Inc.	–		–	10,660		1,425,455	–		–	–		–	10,660		1,425,455
Foot Locker, Inc.	461,400		35,684,676	–		–	–		–	–		–	461,400		35,684,676
PVH Corp.	288,000		29,096,640	–		–	–		–	–		–	288,000		29,096,640
Live Nation Entertainment, Inc. (a)	–		–	38,360		1,233,658	70,490		2,266,958	–		–	108,850		3,500,616
Mohawk Industries, Inc. (a)	–		–	8,970		2,106,066	21,860		5,132,509	–		–	30,830		7,238,575
Newell Brands, Inc.	–		–	39,450		1,883,343	–		–	–		–	39,450		1,883,343
Norwegian Cruise Line Holdings Ltd. (a)(b)	–		–	32,960		1,777,533	87,920		4,741,526	–		–	120,880		6,519,059
Ollie's Bargain Outlet Holdings, Inc.(a)	–		–	–		–	77,360		2,962,888	–		–	77,360		2,962,888
The Cheesecake Factory, Inc.	579,200		37,161,472	–		–	–		–	–		–	579,200		37,161,472
Thor Industries, Inc.	388,500		37,365,930	11,040		1,061,827	28,960		2,785,373	–		–	428,500		41,213,130
Tractor Supply Co.	–		–	14,090		872,312	38,770		2,400,251	–		–	52,860		3,272,563
Ulta Beauty, Inc. (a)	–		–	3,210		903,422	8,690		2,445,713	–		–	11,900		3,349,135
Urban Outfitters, Inc. (a)	921,000		21,072,480	–		–	–		–	–		–	921,000		21,072,480
			218,251,181			14,838,277			32,422,025			–			265,511,483

Consumer Staples - 0.87%
Casey's General Stores, Inc.	–		–	3,270		366,469	8,630		967,164	–		–	11,900		1,333,633
Constellation Brands, Inc., Class A	–		–	6,480		1,118,059	–		–	–		–	6,480		1,118,059
Pinnacle Foods, Inc.	–		–	38,820		2,257,383	100,750		5,858,613	–		–	139,570		8,115,996
Snyder's-Lance, Inc.	–		–	–		–	47,090		1,660,393	–		–	47,090		1,660,393
Spectrum Brands Holdings, Inc.	–		–	7,910		1,136,904	–		–	–		–	7,910		1,136,904
			–			4,878,815			8,486,170			–			13,364,985
Energy - 1.21%
Carrizo Oil & Gas, Inc. (a)	–		–	–		–	86,980		2,187,547	–		–	86,980		2,187,547
Concho Resources, Inc. (a)	–		–	8,690		1,100,675	–		–	–		–	8,690		1,100,675
Continental Resources, Inc. (a)	–		–	19,440		824,450	–		–	–		–	19,440		824,450
Devon Energy Corp.	–		–	39,300		1,551,957	–		–	–		–	39,300		1,551,957
Diamondback Energy, Inc. (a)	–		–	11,020		1,100,237	33,060		3,300,710	–		–	44,080		4,400,947
Matador Resources Co. (a)	–		–	–		–	139,450		3,023,276	–		–	139,450		3,023,276
Newfield Exploration Co. (a)	–		–	39,250		1,358,835	118,940		4,117,703	–		–	158,190		5,476,538
			–			5,936,154			12,629,236			–			18,565,390
Financials - 6.77%
Bank of the Ozarks, Inc.	–		–	35,880		1,703,224	82,190		3,901,559	–		–	118,070		5,604,783
E*Trade Financial Corp. (a)	–		–	38,940		1,345,377	100,050		3,456,728	–		–	138,990		4,802,105
East West Bancorp, Inc.	–		–	28,220		1,531,499	86,820		4,711,721	–		–	115,040		6,243,220
Evercore Partners, Inc., Class A	–		–	–		–	78,520		5,790,850	–		–	78,520		5,790,850

First Republic Bank	–	–	19,460	1,799,272	52,120	4,819,015	–	–	71,580	6,618,287
Intercontinental Exchange, Inc.	–	–	27,440	1,651,888	–	–	–	–	27,440	1,651,888
KeyCorp	–	–	105,050	1,916,112	–	–	–	–	105,050	1,916,112
Pinnacle Financial Partners, Inc.	–	–	–	–	56,860	3,639,040	–	–	56,860	3,639,040
Progressive Corp.	–	–	47,410	1,883,125	133,070	5,285,540	–	–	180,480	7,168,665
Raymond James Financial, Inc.	–	–	17,310	1,289,941	53,620	3,995,763	–	–	70,930	5,285,704
Signature Bank (a)	–	–	7,780	1,077,141	21,800	3,018,210	–	–	29,580	4,095,351
Synovus Financial Corp.	–	–	–	–	47,360	1,979,648	–	–	47,360	1,979,648
Unum Group	870,300	40,320,999	–	–	–	–	–	–	870,300	40,320,999
Western Alliance Bancorp (a)	–	–	52,460	2,512,834	123,280	5,905,112	–	–	175,740	8,417,946
		40,320,999		16,710,413		46,503,186		–		103,534,598
Health Care - 6.64%
Amedisys, Inc. (a)	–	–	–	–	43,680	2,367,456	–	–	43,680	2,367,456
AMN Healthcare Services, Inc. (a)	–	–	–	–	24,800	1,013,080	–	–	24,800	1,013,080
DENTSPLY SIRONA, Inc.	–	–	29,720	1,879,493	–	–	–	–	29,720	1,879,493
Hologic, Inc. (a)	–	–	33,030	1,491,305	97,630	4,407,994	–	–	130,660	5,899,299
Insulet Corp. (a)	–	–	38,650	1,677,797	100,320	4,354,891	–	–	138,970	6,032,688
Ionis Pharmaceuticals, Inc. (a)	–	–	–	–	82,960	3,997,842	–	–	82,960	3,997,842
Natus Medical, Inc. (a)	–	–	–	–	80,610	2,821,350	–	–	80,610	2,821,350
NuVasive, Inc. (a)	–	–	32,460	2,353,675	77,270	5,602,848	–	–	109,730	7,956,523
Paratek Pharmaceuticals, Inc.*	–	–	–	–	77,970	1,672,457	–	–	77,970	1,672,457
Perrigo Co. PLC (b)	–	–	24,680	1,824,839	44,570	3,295,506	–	–	69,250	5,120,345
PRA Health Sciences, Inc. (a)	–	–	13,150	841,074	35,210	2,252,032	–	–	48,360	3,093,106
Teleflex, Inc.	–	–	10,480	2,168,207	33,890	7,011,502	–	–	44,370	9,179,709
Universal Health Services, Inc., Class B	–	–	7,930	957,627	25,270	3,051,605	–	–	33,200	4,009,232
Wright Medical Group NV (a)(b)	–	–	43,310	1,316,191	114,200	3,470,538	–	–	157,510	4,786,729
WellCare Health Plans, Inc. (a)	271,400	41,635,474	–	–	–	–	–	–	271,400	41,635,474
		41,635,474		14,510,208		45,319,101		–		101,464,783
Industrials - 20.89%
A.O. Smith Corp.	–	–	55,500	2,990,340	130,250	7,017,870	–	–	185,750	10,008,210
Acuity Brands, Inc.	–	–	4,010	706,161	10,800	1,901,880	–	–	14,810	2,608,041
AMETEK, Inc.	–	–	28,170	1,611,324	–	–	–	–	28,170	1,611,324
Apogee Enterprises, Inc.	–	–	–	–	56,260	3,066,170	–	–	56,260	3,066,170
Astec Industries, Inc.	–	–	–	–	36,940	2,340,149	–	–	36,940	2,340,149
Cintas Corp.	–	–	3,020	369,859	–	–	–	–	3,020	369,859
Comfort Systems USA, Inc.	–	–	–	–	108,120	3,968,004	–	–	108,120	3,968,004
Crane Co.	453,000	36,199,230	–	–	–	–	–	–	453,000	36,199,230
EMCOR Group, Inc.	509,600	33,501,104	–	–	–	–	–	–	509,600	33,501,104
Fortive Corp.	–	–	30,240	1,912,982	–	–	–	–	30,240	1,912,982
Granite Construction, Inc.	–	–	–	–	51,750	2,727,743	–	–	51,750	2,727,743
JetBlue Airways Corp. (a)	–	–	49,510	1,080,803	135,630	2,960,803	–	–	185,140	4,041,606
Kennametal, Inc.	1,088,300	45,251,514	–	–	–	–	–	–	1,088,300	45,251,514
Lennox International, Inc.	–	–	9,470	1,566,243	24,100	3,985,899	–	–	33,570	5,552,142
Masonite International Corp. (a)(b)	–	–	–	–	29,950	2,491,840	–	–	29,950	2,491,840
Mercury Systems, Inc. (a)	–	–	–	–	141,190	5,277,682	–	–	141,190	5,277,682
Navistar International Corp. (a)	1,381,568	37,177,995	–	–	–	–	–	–	1,381,568	37,177,995
On Assignment, Inc. (a)	–	–	–	–	82,070	4,248,764	–	–	82,070	4,248,764
Oshkosh Corp.	–	–	33,640	2,334,280	88,260	6,124,361	–	–	121,900	8,458,641
Quanta Services, Inc. (a)	–	–	43,270	1,533,489	116,480	4,128,051	–	–	159,750	5,661,540
Snap-On, Inc.	–	–	4,910	822,572	11,790	1,975,179	–	–	16,700	2,797,751
Tetra Tech, Inc.	–	–	39,360	1,729,872	115,520	5,077,104	–	–	154,880	6,806,976
The Brink's Co.	778,965	47,828,451	–	–	–	–	–	–	778,965	47,828,451
The Middleby Corp. (a)	–	–	18,610	2,533,379	43,140	5,872,648	–	–	61,750	8,406,027
UniFirst Corp.	251,531	35,013,115	–	–	–	–	–	–	251,531	35,013,115
Waste Connections, Inc. (b)	–	–	21,620	1,989,472	–	–	–	–	21,620	1,989,472
		234,971,409		21,180,776		63,164,147		–		319,316,332

Information Technology - 25.32%
CACI International, Inc., Class A (a)	314,869		37,154,542	–		–	–		–	–		–	314,869		37,154,542
Cadence Design Systems, Inc. (a)	–		–	26,110		850,403	68,600		2,234,302	–		–	94,710		3,084,705
CDW Corp.	686,000		40,535,740	–		–	–		–	–		–	686,000		40,535,740
CoStar Group, Inc. (a)	–		–	11,660		2,808,777	18,000		4,336,020	–		–	29,660		7,144,797
Coupa Software, Inc. (a)	–		–	–		–	134,620		3,735,705	–		–	134,620		3,735,705
Euronet Worldwide, Inc. (a)	–		–	20,720		1,711,886	43,310		3,578,272	–		–	64,030		5,290,158
FleetCor Technologies, Inc. (a)	–		–	7,880		1,112,183	17,660		2,492,532	–		–	25,540		3,604,715
Fortinet, Inc. (a)	–		–	48,740		1,900,860	80,970		3,157,830	–		–	129,710		5,058,690
Gartner, Inc. (a)	–		–	7,540		860,239	18,650		2,127,779	–		–	26,190		2,988,018
Lam Research Corp.	–		–	10,070		1,458,640	28,700		4,157,195	–		–	38,770		5,615,835
Lumentum Holdings, Inc. (a)	–		–	–		–	71,920		3,074,580	–		–	71,920		3,074,580
Marvell Technology Group Ltd. (b)	–		–	132,740		1,993,755	150,940		2,267,119	–		–	283,680		4,260,874
MAXIMUS, Inc.	–		–	18,630		1,136,244	–		–	–		–	18,630		1,136,244
Microsemi Corp. (a)	–		–	17,380		815,817	31,050		1,457,487	–		–	48,430		2,273,304
NCR Corp. (a)	879,000		36,258,750	–		–	–		–	–		–	879,000		36,258,750
ON Semiconductor Corp. (a)	2,640,000		37,435,200	74,200		1,052,156	147,610		2,093,110	–		–	2,861,810		40,580,466
Orbotech Ltd. (a)(b)	–		–	–		–	89,020		2,931,429	–		–	89,020		2,931,429
OSI Systems, Inc. (a)	–		–	–		–	46,880		3,628,512	–		–	46,880		3,628,512
Palo Alto Networks, Inc. (a)	–		–	5,340		578,909	20,760		2,250,592	–		–	26,100		2,829,501
Paycom Software, Inc. (a)	–		–	–		–	67,960		4,094,590	–		–	67,960		4,094,590
Proofpoint, Inc. (a)	–		–	–		–	38,330		2,888,932	–		–	38,330		2,888,932
RingCentral, Inc., Class A (a)	–		–	–		–	220,210		7,035,710	–		–	220,210		7,035,710
Sanmina Corp. (a)	1,114,263		41,506,297	–		–	–		–	–		–	1,114,263		41,506,297
Science Applications International Corp.	447,100		32,633,829	–		–	–		–	–		–	447,100		32,633,829
Skyworks Solutions, Inc.	–		–	7,070		705,162	31,540		3,145,800	–		–	38,610		3,850,962
SYNNEX Corp.	300,500		32,583,215	–		–	–		–	–		–	300,500		32,583,215
The Ultimate Software Group, Inc. (a)	–		–	7,290		1,477,464	–		–	–		–	7,290		1,477,464
Total System Services, Inc.	–		–	37,870		2,170,330	77,500		4,441,525	–		–	115,370		6,611,855
TTM Technologies, Inc. (a)	2,342,800		39,195,044	–		–	–		–	–		–	2,342,800		39,195,044
Tyler Technologies, Inc. (a)	–		–	6,590		1,078,058	17,670		2,890,635	–		–	24,260		3,968,693
			297,302,617			21,710,883			68,019,656			–			387,033,156
Materials - 13.25%
Axalta Coating Systems Ltd. (a)(b)	–		–	52,070		1,633,436	133,540		4,189,150	–		–	185,610		5,822,586
Berry Plastics Group, Inc. (a)	704,200		35,210,000	–		–	–		–	–		–	704,200		35,210,000
Cabot Corp.	590,889		35,565,609	–		–	–		–	–		–	590,889		35,565,609
Eagle Materials, Inc.	–		–	19,380		1,859,899	57,700		5,537,469	–		–	77,080		7,397,368
Huntsman Corp.	1,817,600		45,021,952	–		–	–		–	–		–	1,817,600		45,021,952
Packaging Corporation of America	373,400		36,884,452	–		–	–		–	–		–	373,400		36,884,452
The Sherwin-Williams Co.	–		–	6,410		2,145,299	–		–	–		–	6,410		2,145,299
Vulcan Materials Co.	–		–	15,020		1,815,618	33,900		4,097,832	–		–	48,920		5,913,450
Worthington Industries, Inc.	655,500		28,514,250	–		–	–		–	–		–	655,500		28,514,250
			181,196,263			7,454,252			13,824,451			–			202,474,966

Real Estate Investment Trusts - 2.30%
Brixmor Property Group, Inc.	–		–	94,850		1,873,288	153,770		3,036,957	–		–	248,620		4,910,245
Equinix, Inc.	–		–	7,940		3,316,538	15,670		6,545,359	–		–	23,610		9,861,897
Extra Space Storage, Inc.	–		–	6,130		462,999	–		–	–		–	6,130		462,999
Hudson Pacific Properties, Inc.	–		–	43,410		1,491,568	96,300		3,308,868	–		–	139,710		4,800,436
Monmouth Real Estate Investment Corp.	–		–	–		–	226,830		3,402,450	–		–	226,830		3,402,450
National Storage Affiliates Trust	–		–	–		–	134,670		3,299,415	–		–	134,670		3,299,415
Physicians Realty Trust	–		–	–		–	181,540		3,565,446	–		–	181,540		3,565,446
Prologis, Inc.	–		–	28,540		1,552,861	–		–	–		–	28,540		1,552,861
Retail Opportunity Investments Corp.	–		–	–		–	163,730		3,372,838	–		–	163,730		3,372,838
			–			8,697,254			26,531,333			–			35,228,587
Utilities - 2.81%
American Water Works Co., Inc.	–		–	19,920		1,588,819	54,270		4,328,575	–		–	74,190		5,917,394
Edison International	–		–	15,390		1,230,738	–		–	–		–	15,390		1,230,738
MDU Resources Group, Inc.	1,175,400		31,618,260	35,150		945,535	121,450		3,267,005	–		–	1,332,000		35,830,800
			31,618,260			3,765,092			7,595,580			–			42,978,932
TOTAL COMMON STOCKS (Cost $1,275,930,390)		$	1,045,296,203		$	119,682,124		$	324,494,885		$	-		$	1,489,473,212

SHORT-TERM INVESTMENTS - 2.50%
Money Market Funds - 2.50%
Fidelity Government Portfolio, Institutional Class, 0.60% (c)	26,793,161		26,793,161	–		–	–		–		–		–	26,793,161		26,793,161
Morgan Stanley Institutional Liquidity Funds - Treasury Portfolio, 0.61% (c)	–		–	1,134,930		1,134,930	10,206,924		10,206,924		–		–	11,341,854		11,341,854
TOTAL SHORT-TERM INVESTMENTS (Cost $38,135,015)		$	26,793,161		$	1,134,930		$	10,206,924			$	-		$	38,135,015

Total Investments (d) (Cost $1,314,065,405) - 99.93%			1,072,089,364			120,817,054			334,701,809				–			1,527,608,227
Other Assets in Excess of Liabilities - 0.07%			356,013			1,418,439			(540,894	)			–			1,233,558
TOTAL NET ASSETS - 100.00%		$	1,072,445,377		$	122,235,493		$	334,160,915			$	–		$	1,528,841,785