EXHIBIT 99(h)(7)
EXPENSE LIMITATION AGREEMENT
This Agreement is made by and between Tamarack Funds Trust, a Delaware
statutory trust (the "Trust") on behalf of each of its series as listed on
Schedule A (each a "Fund" or collectively, "Funds"), Tamarack Distributors Inc.
("Distributor"), and Voyageur Asset Management Inc., a Minnesota corporation
("Voyageur"), effective February 1, 2007.
R E C I T A L S
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WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, the Trust and Voyageur have entered into an Investment
Advisory Agreement dated April 16, 2004 (the "Advisory Agreement") and
Administrative Services Agreement dated April 16, 2004 (the "Administrative
Services Agreement") pursuant to which Voyageur provides services to the Trust
for compensation based on the value of the average daily net assets of each
Fund; and
WHEREAS, the Trust and Distributor have entered into a Distribution
Agreement dated April 16, 2004 (the "Distribution Agreement") pursuant to which
the Distributor provides services to the Trust for compensation based on the
value of the average daily net assets of each Fund; and
WHEREAS, the parties have determined that it is appropriate and in the
best interests of the Trust and its shareholders to maintain the expenses of
each Fund at a level below the level to which each Fund may otherwise be
subject.
NOW THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties agree as follows:
1. Expense Limitation.
1.1 Fund Operating Expenses; Excess Amount. To the extent that the
"Annual Fund Operating Expenses" (within the meaning of Item 3 of Form N-1A)
incurred by each Fund in any fiscal year, but excluding brokerage and other
investment-related costs, interest, taxes, dues, fees and other charges of
governments and their agencies including the cost of qualifying each Fund's
shares for sale in any jurisdiction, extraordinary expenses such as litigation
(including legal and audit fees and other costs in contemplation of or incident
thereto) and indemnification and other expenses not incurred in the ordinary
course of each Fund's business ("Fund Operating Expenses"), exceed the Operating
Expense Limit (as defined in Section 1.2 below), Voyageur shall be obligated to
reimburse each Fund for such excess amount (the "Excess Amount").
1.2. Operating Expense Limit. The Operating Expense Limit in any fiscal
year with respect to each Fund shall be the amount, expressed as a percentage of
the average daily net assets of each Fund, set forth in Schedule A.
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(a) For Class A Shares only, the Operating Expense Limit shall
include a limit of 0.25% on the amount of the 12b-1 fees payable to the
Distributor by the Fund under the applicable Master Distribution Plan
and applicable Master Distribution Plan Supplements dated March 10,
2004. This limitation will not be subject to the Section 2. Recoupment
of Fee Waivers and Expense Reimbursements under this Agreement.
1.3. Method of Computation. To determine Voyageur's obligation with
respect to the Excess Amount, each day the Fund Operating Expenses for each Fund
shall be annualized. If the annualized Fund Operating Expenses for any day of a
Fund exceed the Operating Expense Limit for the Fund, Voyageur shall remit to
the respective Fund an amount that, together with any offset of waived or
reduced advisory or administrative services fees, is sufficient to pay that
day's Excess Amount. Each Fund may offset amounts owed to the Fund pursuant to
this Agreement against the fees payable to Voyageur pursuant to the Advisory
Agreement or the Administrative Services Agreement.
1.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the services fees waived or
reduced and other payments remitted by Voyageur to the respective Fund with
respect to the previous fiscal year shall equal the Excess Amount.
2. Recoupment of Fee Waivers and Expense Reimbursements.
2.1. Recoupment. If on any day during which this Agreement is in
effect, the estimated annualized Fund Operating Expenses of a Fund for that day
are less than the Operating Expense Limit, Voyageur shall be entitled to recoup
from the Fund the services fees waived or reduced and other payments remitted by
Voyageur to the respective Fund pursuant to Section 1 of this Agreement (the
"Recoupment Amount") during any of the previous thirty-six (36) months, to the
extent that the respective Fund's annualized Fund Operating Expenses plus the
amount so recouped equals, for such day, the Operating Expense Limit provided in
Schedule A, provided that such amount paid to Voyageur will in no event exceed
the total Recoupment Amount and will not include any amounts previously
recouped. In no event may any fees waived or expenses reimbursed during the
initial two years of this Agreement ever be recouped.
2.2. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the actual Fund Operating Expenses of the
respective Fund for the prior fiscal year (including any recoupment payments
with respect to such fiscal year) do not exceed the Operating Expense Limit.
3. Term and Termination of Agreement. This Agreement shall continue in effect
with respect to each Fund until January 31, 2008. Thereafter, this Agreement may
be terminated by either party at any time, without the payment of any penalty.
In addition, this Agreement shall automatically terminate upon the termination
of the Advisory Agreement or the Administrative
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Services Agreement, unless such termination occurs in connection with a transfer
of a relationship to an affiliate of Voyageur.
4. Notice. Any notice under this Agreement shall be in writing, addressed,
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate in writing for receipt of such notice.
5. Interpretation; Governing Law. This Agreement shall be subject to and
interpreted in accordance with all applicable provisions of law including, but
not limited to, the 1940 Act, and the rules and regulations promulgated under
the 1940 Act. To the extent that the provisions of this Agreement conflict with
any such applicable provisions of law, the latter shall control. The laws of the
State of Minnesota shall otherwise govern the construction, validity and effect
of this Agreement.
6. Amendments. This Agreement may be amended only by a written agreement signed
by each of the parties.
7. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter contained herein and
supersedes all previous agreements and/or understandings of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of February 1, 2007.
TAMARACK FUNDS TRUST
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: President
VOYAGEUR ASSET MANAGEMENT INC.
By: /s/ Xxxx Xxx
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Name: Xxxxxxx X. Xxx
Title: President
TAMARACK DISTRIBUTORS INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: CEO
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Schedule A
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FUND OPERATING EXPENSE LIMIT
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Tamarack Quality Fixed Income Fund
Class A 0.93%
Class C 1.68%
Class I 0.68%
Class R 1.18%
Class S 0.68%
Tamarack Tax-Free Income Fund
Class A 0.99%
Class C 1.74%
Class R 1.24%
Class S 0.74%
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