EXHIBIT 99(e)(4)
DISTRIBUTION AGREEMENT
(AMENDED AS OF DECEMBER 7, 2007)
This Distribution Agreement is made and entered into as of this 16th day of
April, 2004, by and between Tamarack Funds Trust, a Delaware statutory trust
("Trust"), on behalf of each of its portfolios ("Funds") listed in Exhibit A
hereto (which shall be updated from time to time to reflect additions, deletions
or other changes thereto), and RBC Xxxx Xxxxxxxx Inc., a Delaware corporation
("Distributor"), as principal underwriter of the Funds' shares of beneficial
interest.
WITNESSETH:
1. UNDERWRITING SERVICES.
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The Trust hereby engages the Distributor, and the Distributor hereby agrees
to act, as a principal underwriter for the Funds in connection with the sale and
distribution of the Funds' shares of common stock to the public, either through
dealers or otherwise. The Distributor agrees to offer such shares for sale at
all times when such shares are available for sale and may lawfully be offered
for sale and sold.
2. SALE OF FUND SHARES.
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Shares of each Fund are to be sold only on the following terms:
(a) All subscriptions, offers or sales shall be subject to acceptance or
rejection by the Trust. Any offer or sale shall be conclusively presumed to have
been accepted by the Trust if the Trust shall fail to notify the Distributor of
the rejection of such offer or sale prior to the computation of the net asset
value of the applicable Fund's shares next following receipt by the Trust of
notice of such offer or sale.
(b) No share of any Fund shall be sold by the Distributor for any
consideration other than cash or for any amount less than the applicable public
offering price of such share, computed as provided in the then current
Prospectus and Statement of Additional Information of the applicable Fund.
(c) In its capacity as distributor of Fund shares, all activities of
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, all rules and regulations promulgated by the Commission thereunder and all
rules and regulations adopted by any securities association registered under the
Securities Exchange Act of 1934.
3. REGISTRATION OF SHARES.
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The Trust agrees to make prompt and reasonable efforts to effect and keep
in effect, at each Fund's own expenses, the registration or qualification of
each Fund's shares for sale in such jurisdictions as the Trust may designate.
4. INFORMATION TO BE FURNISHED BY THE TRUST TO THE DISTRIBUTOR.
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The Trust will furnish the Distributor with such information with respect
to the affairs and accounts of each Fund as the Distributor may from time to
time reasonably require, and further agrees that the Distributor, at all
reasonable times, shall be permitted to inspect the books and records of the
Funds.
5. ALLOCATION OF EXPENSES.
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During the period of this contract, the Trust shall cause the Funds to pay
all expenses, costs and fees incurred by the Funds which are not assumed by the
Distributor or by the Funds' investment adviser. The Distributor shall pay all
promotional expenses in connection with the distribution of each Fund's shares
including paying for prospectuses, shareholder reports and sales literature for
new or prospective shareholders.
6. COMPENSATION TO THE DISTRIBUTOR.
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It is understood and agreed by the parties hereto that the Distributor
shall receive, in compensation for services performed by the Distributor
hereunder: (a) a sales charge, if any, from certain of the Funds as are set
forth in each applicable Fund's Prospectus and Statement of Additional
Information (as the same may be amended or supplemented from time to time) and
such other compensation as set forth on Exhibit A hereto. Payments, if any, to
the Distributor for services rendered hereunder shall be made by the Trust
quarterly in arrears not later than the fifth business day following the end of
each calendar quarter in which said services were rendered.
7. LIMITATION OF THE DISTRIBUTOR'S AUTHORITY.
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The Distributor shall be deemed to be an independent contractor and, except
as specifically provided or authorized herein, shall have no authority to act
for or represent the Trust or the Funds. In connection with the Distributor's
role as principal underwriter of the Funds' shares, the Distributor shall at all
times be deemed an agent of the Trust and the Funds and shall sell Fund shares
to purchasers thereof as agent and not a principal.
8. SUBSCRIPTION FOR SHARES REFUND FOR CANCELED ORDERS.
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In the event that an order for the purchase of shares of a Fund is placed
with the Distributor by a customer or dealer and is subsequently canceled, the
Distributor, on behalf of such customer or dealer, shall forthwith cancel the
subscription for such shares entered on the books of the applicable Fund, and,
if the Distributor has paid the applicable Fund for such shares, the Distributor
shall be entitled to receive from the applicable Fund in refund of such payment
the lesser of:
(a) the consideration received by the Fund for said shares;
(b) the net asset value of such shares at the time of cancellation by the
Distributor.
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9. REPORTS TO THE TRUST'S TRUSTEES
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The Distributor shall provide the Trustees of the Trust with such
information as is required by any plan of distribution adopted by the Trust on
behalf of any Fund pursuant to Rule 12b 1 under the Investment Company Act of
1940, as amended (the "1940 Act") (said plan of distribution, a "Plan").
10. INDEMNIFICATION OF THE TRUST AND THE FUNDS.
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The Distributor agrees to indemnify the Trust and the Funds against any and
all litigation and other legal proceeds of any kind or nature and against any
liability, judgment, cost or penalty imposed as a result of such litigation or
proceedings in any way arising out of or in connection with the sale or
distribution of the Fund shares by the Distributor. In the event of the threat
or institution of any such litigation or legal proceedings against the Trust or
the Funds, the Distributor shall defend such action on behalf of the applicable
Fund(s) at the Distributor's own expense, and shall pay any such 1iability,
judgment, cost or penalty resulting therefrom, whether imposed by legal
authority or agreed upon by way of compromise and settlement; provided, however,
the Distributor shall not be required to pay or reimburse the Trust or the Funds
for any liability, judgment, cost or penalty incurred as a result of information
supplied by, or as the result of the omission to supply information by, the
Trust, or to the Distributor by a Trustee, officer, or employee of the Trust who
is not an interested person of the Distributor, unless the information so
supplied or omitted was available to the Distributor or the Funds' investment
adviser without recourse to the Trust or any such interested person of the
Trust.
11. FREEDOM TO DEAL WITH THIRD PARTIES.
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The Distributor shall be free to render services to others similar to those
rendered under this Agreement or of a different nature except as such services
may conflict with the services to be rendered or the duties to be assumed
hereunder.
12. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF AGREEMENT.
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(a) The effective date of this Agreement with respect to each Fund shall
be the date set forth on Exhibit A hereto.
(b) Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect with respect to each Fund for a period of one year from the
date of its execution but only as long as such continuance is specifically
approved at least annually (at a meeting in person called for the purpose of
voting on this Agreement) by (i) the Board of Trustees of the Trust or by the
vote of a majority of the outstanding voting securities of the applicable Fund,
and (ii) by the vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or "interested persons", as defined in the 1940 Act,
of the Distributor or of the Trust and, with respect to any Fund for which the
Trust has adopted a Plan, who have no direct or indirect financial interest in
the operation of the Plan or in any agreement related to the Plan (including,
but not limited to, this Agreement).
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(c) This Agreement may be terminated with respect to any Fund at any time,
without the payment of any penalty, by the vote (cast in person at a meeting
called for the purpose of voting on such approval) of a majority of the Trustees
of the Trust who are not parties to this Agreement or "interested persons", as
defined in the 1940 Act, of the Distributor or of the Trust and, with respect to
any Fund for which the Trust has adopted a Plan, who have no direct or indirect
financial interest in the operation of the Plan or in any agreement related to
the Plan, or by the vote of a majority of the outstanding voting securities of
such Fund, or by the Distributor, upon 60 days' written notice to the other
parties.
(d) This Agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act).
(e) No amendment to this Agreement shall be effective with respect to any
Fund until approved by the vote (cast in person at a meeting called for the
purpose of voting on such approval) of a majority of the Trustees of the Trust
who are not parties to this Agreement or "interested persons", as defined in the
1940 Act, of the Distributor or of the Trust and, with respect to any Fund for
which the Trust has adopted a Plan, who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan.
(f) Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities or shares of a Fund
shall mean the lesser of (i) the vote of 67% or more of the voting securities of
such Fund present at a regular or special meeting of shareholders duly called,
if more than 50% of the Fund's outstanding voting securities are present or
represented by proxy, or (ii) the vote of more than 50% of the outstanding
voting securities of such Fund.
13. NOTICES.
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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.
14. INTERPRETATION; GOVERNING LAW.
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This Agreement shall be subject to and interpreted in accordance with all
applicable provisions of law including, but not limited to, the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated
thereunder. To the extent that the provisions herein contained 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.
15. CONFIDENTIALITY.
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Distributor agrees on behalf of itself and its partners and employees to
treat confidentially and as proprietary information of the Trust all records and
other information relative to the Trust and its prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except, after
prior notification to and approval in writing by the Trust, which approval shall
not be
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unreasonably withheld and may not be withheld where Distributor may be exposed
to civil or criminal contempt proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, or when so
requested by the Trust.
IN WITNESS WHEREOF, the Trust and the Distributor have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
TAMARACK FUNDS TRUST RBC XXXX XXXXXXXX INC.
By: _________________________________ By: ________________________________
Name: ___________________________ Name: __________________________
Title: __________________________ Title: _________________________
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EXHIBIT A
TO
DISTRIBUTION AGREEMENT
FUND EFFECTIVE DATE COMPENSATION
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Tamarack Prime Money Market Fund April 16, 2004 (1)
[RBC] Tamarack Prime Money Market Fund March 1, 2008 (2)
Tamarack U.S. Government Money Market Fund April 16, 2004 (1)
[RBC] Tamarack U.S. Government Money Market Fund March 1, 2008 (2)
Tamarack Tax-Free Money Market Fund April 16, 2004 (1)
[RBC] Tamarack Tax-Free Money Market Fund March 1, 2008 (2)
Tamarack Institutional Prime Money Market Fund April 16, 2004 (1)
Tamarack Institutional Tax-Free Money Market Fund April 16, 2004 (1)
________________________________
(1) It is understood and agreed by the parties hereto that, with respect to the
each of Tamarack Prime Money Market Fund, Tamarack U.S. Government Money
Market Fund, Tamarack Tax-Free Money Market Fund, Tamarack Institutional
Prime Money Market Fund and Tamarack Institutional Tax-Free Money Market
Fund, sales of such shares by the Distributor will benefit the investment
adviser of each of said series (which investment adviser is an affiliate of
the Distributor), and, therefore, the Distributor shall not receive any
additional compensation for services it performs hereunder.
(2) With respect to [RBC] Tamarack Prime Money Market Fund, [RBC] Tamarack U.S.
Government Money Market Fund and [RBC] Tamarack Tax-Free Money Market Fund,
the Distributor receives compensation pursuant to these Funds' Shareholder
Account and Distribution Services Plan and related Shareholder Account and
Distribution Services Agreement, and therefore, the Distributor shall not
receive any additional compensation for services it performs hereunder.
