EXHIBIT 99(d)(7)
TAMARACK FUNDS TRUST
INVESTMENT ADVISORY AGREEMENT
WITH RESPECT TO
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
This Agreement, made this 16th day of April, 2004, by and between
Tamarack Funds Trust., a Delaware statutory trust ("Trust"), on behalf its
series listed on Exhibit A hereto ("Funds"), and Voyageur Asset Management Inc.,
a Minnesota corporation ("Adviser"),
WITNESSETH:
1. INVESTMENT ADVISORY SERVICES.
(a) The Trust hereby engages the Adviser on behalf of the
Funds, and the Adviser xxxxxx agrees to act, as investment adviser for, and to
manage the investment of the assets of, the Funds.
(b) The investment of the assets of each Fund shall at all
times be subject to the applicable provisions of the Declaration of Trust, the
Bylaws, the Registration Statement, and the current Prospectus and the Statement
of Additional Information, if any, of the Trust and each Fund and shall conform
to the policies and purposes of each Fund as set forth in such documents and as
interpreted from time to time by the Board of Trustees of the Trust. Within the
framework of the investment policies of each Fund, and except as otherwise
permitted by this Agreement, the Adviser shall have the sole and exclusive
responsibility for the management of each Fund's investment portfolio and for
making and executing all investment decisions for each Fund. The Adviser shall
report to the Board of Trustees regularly at such times and in such detail as
the Board may from time to time determine appropriate, in order to permit the
Board to determine the adherence of the Adviser to the investment policies of
the Funds.
(c) The Adviser shall, at its own expense, furnish all office
facilities, equipment and personnel necessary to discharge its responsibilities
and duties hereunder. The Adviser shall arrange, if requested by the Trust, for
officers or employees of the Adviser to serve without compensation from any Fund
as Trustees, officers, or employees of the Trust if duly elected to such
positions as Trustees by the shareholders of the Trust.
(d) The Adviser hereby acknowledges that all records
pertaining to each Fund's investments are the property of the Trust, and in the
event that a transfer of investment advisory services to someone other than the
Adviser should ever occur, the Adviser will promptly, and at its own cost, take
the steps necessary to segregate such records and deliver them to the Trust.
(e) The Adviser is authorized, with respect to one or more
Funds, to delegate any or all of its rights, duties and obligations under this
Agreement (subject in any event to all of the limitations, terms and conditions
applicable to the Adviser under this Agreement) to one or more sub-advisers, and
may inter into agreements with sub-advisers, and may replace any such
sub-advisers from time to time in its discretion, in accordance with applicable
requirements of the Investment Company Act of 1940, as amended, the Investment
Advisers Act of 1940, as amended, and rules and regulations thereunder, as such
statutes, rules and regulations are amended from time to time or are interpreted
from time to time by the staff of the Securities and Exchange Commission
("SEC"), and if applicable, exemptive orders or similar relief granted by the
SEC, upon receipt of approval of any such sub-advisers by the Trust's Board of
Trustees and by the shareholders of the applicable Fund(s) (unless any such
approval is not required by such statutes, rules, regulations, interpretations,
orders or
1
similar relief). The Adviser shall oversee the performance of any sub-adviser
engaged hereunder. However, the Adviser shall not be accountable to the Trust or
a Fund for any loss or liability relating to specific investment decisions made
solely by any sub-adviser. The Adviser may not terminate any sub-advisory
agreement relating to the Fund without approval by a majority of the Trust's
independent Trustees.
2. COMPENSATION FOR SERVICES.
In payment for the investment advisory and management services to be rendered by
the Adviser hereunder, each Fund shall pay to the Adviser a fee, which fee shall
be paid to the Adviser on a monthly basis not later than the fifth business day
of the month following the month in which said services were rendered. The fee
payable by each Fund shall be as set forth in Exhibit A hereto. 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 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 and the Fund.
3. ALLOCATION OF EXPENSES.
(a) In addition to the fee described in Section 2 hereof, each
Fund shall pay all its costs and expenses, including its allocated share of
Trust expenses, which are not assumed by the Adviser. These Fund expenses
include, by way of example, but not by way of limitation, taxes, interest,
brokerage fees and commissions, and fees, costs and expenses associated with the
following other matters and services: registration and qualification of the
Trust, the Funds and their shares with the Securities and Exchange Commission
and the various states; services of custodians, transfer agents, dividend
disbursing agents, accounting services agents, shareholder services agents,
independent auditors and outside legal counsel; maintenance of corporate
existence; preparation, printing and distribution of prospectuses to existing
Fund shareholders; services of Trustees who are not employees of the Adviser or
of the principal underwriter(s) of the Funds' shares (the "Co-Distributor(s)")
or any of their affiliates; Trustees' and shareholders' meetings, including the
printing and mailing of proxy materials; insurance premiums for fidelity and
other coverage; issuance and sale of Fund shares (to the extent not borne by the
Co-Distributors under their agreement or agreements with the Trust); redemption
of Fund shares; printing and mailing of stock certificates representing shares
of the Funds; association membership dues; preparation, printing and mailing of
shareholder reports; and portfolio pricing services, if any.
(b) The Adviser or the Co-Distributors shall bear all
advertising and 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. No Fund shall use any of its
assets to finance costs incurred in connection with the distribution of its
shares except pursuant to a plan of distribution, if any, adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940.
4. FREEDOM TO DEAL WITH THIRD PARTIES.
The Adviser 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.
5. STANDARD OF CARE
In the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to the Trust or a Fund or to any
shareholder for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security. The Adviser makes no representation
or warranty, express or implied, that any level of performance or investment
results will be achieved by a Fund or that a Fund will perform comparably with
any standard or index, including other clients of the Adviser, whether public or
private.
2
6. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF AGREEMENT.
(a) The effective date of this Agreement with respect to each
Fund shall be the date set forth on Exhibit A hereto, which date shall not
precede the date that this Agreement is approved by a vote of the holders of at
least a majority of the outstanding voting securities of such Fund.
(b) Unless sooner terminated as hereinafter provided, this
Agreement shall continue in effect with respect to each Fund for a period more
than one year from the date of its execution but only as long as such
continuance is specifically approved at least annually 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 Investment Company Act of 1940, as amended) of the
Adviser or of the Trust cast in person at a meeting called for the purpose of
voting on such approval.
(c) This Agreement may be terminated with respect to any Fund
at any time, without the payment of any penalty, by the Board of Trustees of the
Trust or by the vote of a majority of the outstanding voting securities of such
Fund, or by the Adviser, upon 60 days' written notice to the other party.
(d) This Agreement shall automatically terminate in the event
of its "assignment" (as defined in the Investment Company Act of 1940, as
amended).
(e) No amendment to this Agreement shall be effective with
respect to any Fund until approved by the vote of: (i) a majority of the
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the Investment Company Act of 1940, as amended) of the
Adviser or of the Trust cast in person at a meeting called for the purpose of
voting on such approval; and (ii) a majority of the outstanding voting
securities of the applicable Fund.
(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.
6. 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.
7. 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 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.
3
IN WITNESS WHEREOF, the Trust and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
TAMARACK FUNDS TRUST
By: /s/ Xxxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxx
-------------------------------
Title: President and CEO
------------------------------
Date: April 16, 2004
-------------------------------
VOYAGEUR INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxxx Xxx
---------------------------------
Name: Xxxxxxx X. Xxx
-------------------------------
Title: Chief Operating Officer
------------------------------
Date: April 16, 2004
-------------------------------
4
EXHIBIT A to INVESTMENT ADVISORY AGREEMENT
ANNUAL ADVISORY FEE
(as % of average
FUND EFFECTIVE DATE daily net assets)
------------------------------------------------------------------------------
Tamarack Prime Money April 16, 2004 .55% of average daily net
Market Fund assets up to $700 million;
.50% of the next $500 million
of average daily net assets;
.45% of the next $800 million
of average daily net assets; and
.40% of average daily net assets
in excess of $2 billion
Tamarack U.S.. April 16, 2004 .50% of average daily net
Government Money assets up to $100 million;
Market Fund .40% of the next $200 million
of average daily net assets; and
.35% of average net assets in
excess of $300 million
Tamarack Tax-Free April 16, 2004 .50% of average daily net
Money Market Fund assets
Tamarack April 16, 2004 .25% of average daily net
Institutional Prime assets
Money Market Fund
Tamarack April 16, 2004 .25% of average daily net
Institutional Tax-Free assets
Money Market Fund
5
