EXHIBIT 99(h)(1)
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made by and between Tamarack Funds Trust, a Delaware
statutory trust ("Trust"), on behalf of its series that are listed on the
attached Schedule A (the "Funds"), and Voyageur Asset Management Inc., a
Minnesota corporation (the "Administrator").
RECITALS
WHEREAS, the Trust is registered as an open end diversified management
investment company under the Investment Company Act of 1940 (the "1940 Act");
and
WHEREAS, the Trust has established the Funds; and
WHEREAS, the Trust, on behalf of each of the Funds, and the
Administrator desire to enter into an agreement to provide for administrative
services for each Fund on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained in
this Agreement, the parties agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADMINISTRATOR
The Administrator is appointed to provide the administrative services
described in this Agreement; PROVIDED, HOWEVER, that the Administrator shall not
be required to provide any services under this Agreement that would cause the
Administrator to be an investment adviser, broker, dealer or transfer agent
under any federal or state law or the rules of any self-regulatory organization.
II. DUTIES OF THE ADMINISTRATOR
The Administrator shall provide the following services, except to the
extent that the Trust has engaged one or more other service providers to provide
such services on behalf of a Fund:
A. Provide office space, equipment and facilities (which may
belong to the Administrator or its affiliates) for maintaining the Trust's and
Funds' organization, for meetings of the Trust's Board of Trustees ("Board") and
Fund shareholders, and for performing administrative services under this
Agreement;
B. Supervise and manage all aspects of the Trust's and the Funds'
operations, and supervise relations with, and monitor the performance of,
custodians, depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other service providers;
C. Determine and arrange for the publication of the net asset
value of the shares of each Fund;
D. Provide non-investment related statistical and research data
and such other reports, evaluations and information as the Funds may request
from time to time;
E. Provide internal clerical, accounting and compliance services,
and stationery and office supplies;
F. Prepare, amend, and update (with the advice of the Trust's
counsel) the Trust's Registration Statement on Form N-1A with respect to the
Funds and prepare any necessary proxy statements and all annual and semi annual
reports to Fund shareholders;
G. Arrange for the printing and mailing (at the expense of the
Trust or affected Funds) of proxy statements and other reports or materials
provided to Fund shareholders;
H. Prepare for execution and file each Fund's federal and state
tax returns and required tax filings other than those required to be made by the
Funds' custodian and transfer agent or other service providers;
I. Maintain the existence of the Trust and of the Funds, and
during such times as the Funds' shares are publicly offered, maintain or arrange
for the maintenance of the registration and qualification of the shares under
federal and state law;
J. Keep and maintain the financial accounts and records of each
Fund;
K. Develop and implement, if appropriate, management or
shareholder services designed to enhance the convenience of investing in Fund
shares;
L. Provide the Board on a regular basis with reports and analyses
of the Funds' operations;
M. Respond to inquiries from Fund shareholders, brokers, dealers
and registered representatives relating to the Funds and, where appropriate,
refer any such inquiries to the Trust's officers or the Funds' transfer agent or
other service providers; and
N. Provide recordkeeping services.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator hereby represents and warrants to the Trust that the
Administrator is duly incorporated and is in good standing under the laws of the
State of Minnesota and is fully authorized to enter into this Agreement and
carry out its terms.
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B. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust hereby represents and warrants to the Administrator that the
Trust and each Fund has been duly organized and is in good standing under the
laws of the State of Delaware and is fully authorized to enter into this
Agreement and to carry out its terms.
IV. CONTROL BY THE BOARD OF TRUSTEES
Any activities undertaken by the Administrator pursuant to this
Agreement on behalf of a Fund shall at all times be subject to the control of
the Board.
V. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Administrator
shall at all times comply with all applicable provisions of the 1940 Act; the
provisions of the Trust's Registration Statement; the provisions of the Trust's
Declaration of Trust and Bylaws; and any other applicable provisions of state or
federal law.
VI. DELEGATION OF RESPONSIBILITIES
All services to be provided by the Administrator under this Agreement
may be furnished by any directors, officers or employees of the Administrator or
the Administrator may retain the services of any other entity, including
affiliates, to provide certain administrative duties under the Administrator's
supervision.
VII. COMPENSATION
In payment for the administrative services to be rendered by the
Administrator under this Agreement, each Fund shall pay to the Administrator an
annual fee equal to 0.25% of its average daily net assets, which fee shall be
paid to the Administrator on a monthly basis not later than the fifth business
day of the month following the month in which the services were rendered. The
fee payable by each Fund shall be based on the average of the net asset values
of all of the issued and outstanding shares of the Fund as determined as at the
close of each business day of the month pursuant to the Declaration of Trust,
Bylaws and currently effective Prospectus and Statement of Additional
Information of the Trust with respect to the Funds.
VIII. FREEDOM TO DEAL WITH THIRD PARTIES
The Administrator 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 under this Agreement.
IX. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF AGREEMENT
A. This Agreement shall become effective on April 16, 2004 and
shall continue for successive periods of one year with respect to each Fund, but
only as long as such continuance is
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specifically approved at least annually (i) by the Board or, with respect to a
Fund, by the vote of a majority (as defined in the 0000 Xxx) of the outstanding
voting securities of that 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 0000 Xxx) of the Administrator or of the Trust cast
in person at a meeting called for the purpose of voting on such approval.
B. This Agreement may be terminated with respect to any Fund at
any time, without the payment of any penalty, by the Board or by the vote of a
majority (as defined in the 0000 Xxx) of the outstanding voting securities of
that Fund, or by the Administrator, upon 60 days' written notice to the other
party.
C. No amendment to this Agreement shall be effective with respect
to any Fund until approved in the manner set forth in Section IX.A. above.
X. STANDARD OF CARE; INDEMNIFICATION.
A. In the absence of willful misfeasance, bad faith, negligence
or reckless disregard of its duties under this Agreement on the part of the
Administrator, the Administrator shall not be subject to liability to the Trust
or to any of the Funds or to any holder of Fund shares for any act or omission
in the course of, or connected with, rendering services under this Agreement.
B. The Administrator agrees to indemnify the Trust and each Fund
with respect to any loss, liability, judgment, cost or penalty which the Trust
or any Fund may directly or indirectly suffer or incur as a result of a material
breach by the Administrator of its standard of care set forth in Section X.A.
above. The Trust agrees to indemnify the Administrator with respect to any loss,
liability, judgment, cost or penalty which the Administrator may directly or
indirectly suffer or incur arising in the course of, or connected with,
rendering services under this Agreement, except to the extent that such loss,
liability, judgment, cost or penalty was a result of a material breach by the
Administrator of its standard of care set forth in Section X.A. above.
XI. NOTICES
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.
XII. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of April 16, 2004.
TAMARACK FUNDS TRUST
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
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Title: President and CEO
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Voyageur Asset Management Inc.
By: /s/ Xxxx Xxx
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Name: Xxxxxxx X. Xxx
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Title: Chief Operating Officer
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Schedule A
Funds of Tamarack Funds Trust Covered By This Agreement
Tamarack Prime Money Market Fund
Tamarack U.S. Government Money Market Fund
Tamarack Tax-Free Money Market Fund
Tamarack Institutional Prime Money Market Fund
Tamarack Institutional Tax-Free Money Market Fund