Exhibit 10.8
SERVICING AGREEMENT
AGREEMENT made this 1st day of July, 2005 by and between XXXXXXXX
FUNDS TRUST (f/k/a The Henlopen Fund), a Delaware statutory trust (hereinafter
referred to as the "Trust"), on behalf of each of its investment series set
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forth on Schedule A hereto as it may be amended from time to time (hereinafter
referred to each as a "Fund" and together, as the "Funds"), and
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XXXXXXXX ADVISORS, INC., a California corporation (hereinafter referred to as
"HAI").
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W I T N E S S E T H :
WHEREAS, the Trust is engaged in business as an open-end management
investment company and HAI serves as investment adviser to the Funds pursuant to
an Investment Advisory Agreement with the Trust; and
WHEREAS, the Trust desires to retain HAI to perform services to the
Funds which are in addition to the services that HAI performs for the Funds
pursuant to the Investment Advisory Agreement; and
WHEREAS, HAI is willing to provide such services to the Funds on the
terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the premises and covenants
hereinafter contained, the Trust, on behalf of the Funds, and HAI agree as
follows:
ARTICLE I
DUTIES OF HAI
The Trust hereby employs HAI to provide "Administrative Support
Services" to the Funds. "Administrative Support Services" shall include: (i)
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maintaining an "800" number which current shareholders may call to ask questions
about the Funds or their accounts with the Funds; (ii) assisting shareholders in
processing exchange and redemption requests; (iii) assisting shareholders in
changing dividend options, account designations and addresses; (iv) responding
generally to questions of shareholders; and (v) providing such other similar
services as the Trust shall request. "Administrative Support Services" shall not
include services HAI is required to perform under the Investment Advisory
Agreement, including investment advisory services.
ARTICLE II
EXPENSES
HAI assumes the responsibility, and shall pay, for maintaining the
staff and personnel necessary to perform its obligations under this Agreement.
ARTICLE III
COMPENSATION OF HAI
For the services rendered by HAI under this Agreement, each Fund shall
pay to HAI at the end of each calendar month a fee equal to 1/12 of 0.10% of the
average daily net assets of such Fund for such month as determined and computed
in accordance with the description of net asset value contained in the relevant
Prospectus and Statement of Additional Information. If this Agreement
terminates before the last day of a month, compensation for that part of the
month that this Agreement is in effect shall be prorated in a manner consistent
with the calculation of the fee as set forth above.
ARTICLE IV
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date first above
written and shall remain in force with respect to each Fund so long as its
continuance is specifically approved with respect to each Fund at least annually
by a majority of those trustees who are not parties to this Agreement or
"interested persons" (as such term is defined in the Investment Company Act of
1940, as amended) of any such party. This Agreement may be terminated by either
party on sixty days' written notice to the other party.
ARTICLE V
AMENDMENTS OF THIS AGREEMENT
All amendments of this Agreement must be approved by a majority of
those trustees who are not parties to this Agreement or "interested persons" (as
such term is defined in the Investment Company Act of 1940, as amended) of any
such party.
ARTICLE VI
OBLIGATIONS OF THE TRUST
The name "Xxxxxxxx Funds Trust" and references to the trustees of
Xxxxxxxx Funds Trust refer respectively to the Trust created and the trustees,
as trustees but not individually or personally, acting from time to time under a
Trust Instrument dated September 16, 1992 which is hereby referred to and a copy
of which is on file at the principal office of the Trust. The obligations of
Xxxxxxxx Funds Trust entered into in the name or on behalf thereof by any of the
trustees, representatives or agents of the Trust are made not individually, but
in such capacities, and are not binding upon any of the trustees, shareholders,
or representatives of the Trust personally, but bind only the Trust property,
and all persons dealing with any class of shares of the Trust must look solely
to the Trust property belonging to such class for the enforcement of any claims
against the Trust.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
XXXXXXXX FUNDS TRUST
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
XXXXXXXX ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President
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SCHEDULE A
Xxxxxxxx Cornerstone Growth Fund, Series II (f/k/a The Henlopen Fund)
