EXHIBIT 99(d)(12)
INVESTMENT COUNSEL AGREEMENT
BETWEEN
VOYAGEUR ASSET MANAGEMENT INC.
AND
XXXXX X. XXXXXX & COMPANY INC.
WITH RESPECT TO
TAMARACK VALUE FUND
(A SERIES OF TAMARACK FUNDS TRUST)
THIS AGREEMENT by and between VOYAGEUR ASSET MANAGMENT INC., a
Minnesota corporation with its principal office at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx
0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (the "Adviser"), and XXXXX X. XXXXXX &
COMPANY INC., a Massachusetts corporation with its principal office at Xxx
Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Investment Counsel"), is
made pursuant to the approval and direction of the parties' respective Board of
Directors and may be executed in any number of counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute but one
instrument.
WITNESSETH:
WHEREAS, the Adviser provided management services, including investment
advisory services to Babson Value Fund, Inc. ("Predecessor Fund") pursuant to an
Investment Advisory Agreement; and
WHEREAS, Adviser retained Investment Counsel to provide services to the
Predecessor Fund under an Investment Counsel Agreement ("Prior Agreement"); and
WHEREAS, in connection with a reorganization of the Predecessor Fund as
a separate series of Tamarack Funds Trust, a Delaware statutory trust ("Trust"),
such separate series being named Tamarack Enterprise Small Cap Fund ("Fund"),
the parties hereto desire to enter into this new Investment Counsel Agreement
under which the Investment Counsel will continue to provide the Fund with the
services that it provided to the Predecessor Fund under the Prior Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties agree as follows:
1. During the term of this Agreement, or any extension or extensions
thereof, the Investment Counsel will, to the best of its ability, furnish the
Fund with research, analysis, advice and recommendations with respect to the
purchase and sale of securities and the making of investment commitments;
statistical information and reports as may reasonably be required, and general
assistance in the supervision of the investments of the Fund, subject to the
control of (i) the Trustees of the Fund and (ii) the Adviser.
2. As compensation, the Adviser will pay Investment Counsel for its
services the following annual fee computed daily as determined by the Fund's
price make-up sheet and which shall be payable monthly or at such other
intervals as agreed by the parties in the amount of: thirty-five one-hundredths
of one percent (35/100 of 1%) of the average daily total net assets of the Fund.
3. Provided this Agreement is approved by a majority of the outstanding
voting securities of the Fund, the Agreement shall become effective and run
concurrently with the Investment Advisory Agreement of the same date between the
Adviser and the Fund, an executed copy of which shall be supplied to Investment
Counsel.
4. This Agreement shall continue for a period of two years from the
date of its initial effectiveness. Thereafter this Agreement may be renewed for
successive periods not exceeding one year only so long as such renewal and
continuance is specifically approved at least annually by the Board of Trustees
of the Fund or by a vote of the majority of the outstanding voting securities of
the Fund as prescribed by the Investment Company Act of 1940, as amended, (the
"Act") and provided further that such continuance is approved at least annually
thereafter by a vote of a majority of the Trustees who are not parties to such
Agreement or interested persons (as defined by the Act) of such party, cast in
person at a meeting called for the purpose of voting on such approval. The
Investment Counsel shall provide the Adviser such information as may be
reasonably necessary to assist the Trustees of the Fund to evaluate the terms of
this Agreement. This Agreement may be terminated at any time, without the
payment of any penalty, by the Board of Trustees or by the vote of a majority of
the outstanding voting securities of the Fund, or by the Adviser or the
Investment Counsel upon sixty days written notice to the other party. This
Agreement will automatically terminate with the Investment Advisory Agreement
without the payment of any penalty, upon sixty days written notice by the Fund
to the Adviser that the Board of Trustees or the shareholders by vote of a
majority of the outstanding voting securities of the Fund, as provided by the
Act, has terminated the Investment Advisory Agreement. This Agreement shall
automatically terminate in the event of its assignment or assignment of the
Investment Advisory Agreement unless such assignment is approved by the Trustees
and the shareholders of the Fund as herein before provided or unless an
exemption is obtained from the Securities and Exchange Commission from the
provisions of the Act pertaining to the subject matter of this paragraph. The
Adviser shall promptly notify the Investment Counsel of any notice of
termination or of any circumstances that are likely to result in a termination
of the Investment Advisory Agreement. This Agreement may be amended at any time
by agreement of the parties, provided that the amendment shall be approved in
the manner required by the Act. For purposes of this Agreement, the terms
"assignment" and "majority of the outstanding voting securities" shall have the
meanings set forth in the Act.
5. It is understood and agreed that the services to be rendered by the
Investment Counsel to the Adviser under the provisions of this Agreement are not
to be deemed to be exclusive, and the Investment Counsel shall be free to render
similar or different services to others so long as its ability to render the
services provided for in this Agreement shall not be impaired thereby, and
provided further that the services to be rendered by the Investment Counsel to
the Adviser under this Agreement and the compensation provided for in Paragraph
2 hereof shall be limited solely to services with reference to the Fund.
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6. The Adviser agrees that it will furnish currently to Investment
Counsel all information reasonably necessary to permit Investment Counsel to
give the advice called for under this Agreement and such information with
reference to the Fund that is reasonably necessary to permit Investment Counsel
to carry out its responsibilities under this Agreement, and the parties agree
that they will from time to time consult and make appropriate arrangements as to
specific information that is required under this paragraph and the frequency and
manner with which it shall be supplied.
7. The Investment Counsel shall not be liable for any error of judgment
or mistake at law or for any loss suffered by Adviser of the Fund in connection
with any matters to which this Agreement relates except that nothing herein
contained shall be construed to protect the Investment Counsel against any
liability by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reckless disregard of its obligations or duties
under this agreement.
Each party hereby executes this Agreement as of the 16th day of
April 2004, pursuant to the authority granted by its Board of Directors.
XXXXX X. XXXXXX & COMPANY INC.
By:
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Name:
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Title:
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Attest:
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XXXXX & BABSON, INC.
By:
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Name:
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Title:
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Attest:
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Accepted and Agreed by:
TAMARACK FUNDS TRUST on behalf of
TAMARACK VALUE FUND
By:
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Name:
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Title:
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