Exhibit 23(h)(2)
ADMINISTRATIVE SERVICES AGREEMENT
(EFFECTIVE DATE: APRIL 16, 2004)
This Agreement is made by and between Tamarack Funds Trust, a Delaware
statutory trust, on behalf of each of its series listed on the attached Schedule
A (each a "Fund" or collectively, the "Funds") and Voyageur Asset Management
Inc., a Minnesota corporation (the "Administrator").
R E C I T A L S
WHEREAS, the Trust (including the Funds) is registered as an open end
diversified management investment company under the Investment Company Act of
1940 (the "1940 Act"); and
WHEREAS, the Trust and the Administrator desire to enter into an
agreement to provide for various administrative and other services required for
the operation of 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 services described in
this Agreement.
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
shareholders, and for performing administrative services under this Agreement;
B. Supervise and manage all aspects of each Fund's business and
affairs, and assist each Fund in selecting and coordinating the activities of
the other agents engaged by the Trust on behalf of each Fund, including each
Fund's shareholder servicing agent, custodian, independent accountants and legal
counsel;
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 each Fund may request
from time to time;
E. Provide the services of individuals competent to perform all
of each Fund's executive, administrative and clerical functions;
F. Prepare, amend and update (with the advice of Trust 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
shareholders;
G. Arrange for the printing and mailing of proxy statements and
other reports or materials provided to Fund shareholders;
H. Assist in the preparation of each Fund's federal and state tax
returns and required tax filings other than those required to be made by a
Fund's other service providers;
I. Maintain the existence of the Trust and the Funds, and during
such times as the shares of each of the Funds 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. Provide the Board on a regular basis with reports and analyses
of the Funds' operations and provide administrative support in connection with
necessary meetings of the Board and of the shareholders of each Fund; and
L. 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.
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 its state of organization and that the Trust is fully authorized to
enter into this Agreement and 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 with respect to each Fund, the
provisions of the Trust's Declaration of Trust and Bylaws, and any other
applicable provisions of state or federal law.
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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 and at its expense.
VII. COMPENSATION
In payment for the services to be rendered by the Administrator under
this Agreement, each Fund shall pay to the Administrator an annual fee equal to
the percentage of its average daily net assets shown on Schedule B, which fee
shall be paid to the Administrator on a monthly basis. 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 each Fund as determined as at the close of each
business day of the month pursuant to the relevant governing documents and
currently effective Prospectus and Statement of Additional information of the
Trust with respect to such Fund.
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 through April 16, 2005. After that date, it shall continue for
successive periods of one year, but only as long as such continuance is
specifically approved at least annually by the vote of a majority of the Trust's
Trustees who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of the Administrator or of each Fund cast at a meeting
called for the purpose of voting on such approval.
B. This Agreement may be terminated at any time, without the
payment of any penalty, by the Board, or by the Administrator, upon 60 days'
written notice to the other party.
C. This Agreement may be amended at any time by agreement of the
parties; provided the amendment is approved by the vote of a majority of the
Trust's Trustees who are not parties to this Agreement or "interested persons"
(as defined in the 0000 Xxx) of the Administrator or of the Trust cast at a
meeting called for the purpose of voting on such approval.
X. STANDARD OF CARE; INDEMNIFICATION.
A. In the absence of willful misfeasance, bad faith, gross
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, a Fund or to any shareholder for any act or omission in the course of, or
connected with, rendering services under this Agreement.
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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 such 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 that each Fund shall 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 with respect to that Fund
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.
XI. 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.
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
---------------------------
Name: Xxxxxxxx Xxxxxxx
Title: President
VOYAGEUR ASSET MANAGEMENT INC.
By: /s/ Xxxxxxx X. Xxx
---------------------------
Name: Xxxxxxx X. Xxx
Title: Chief Operating Officer
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SCHEDULE A
Tamarack Large Cap Equity Fund
Tamarack Mid Cap Equity Fund
Tamarack Small Cap Equity Fund
Tamarack Enterprise Fund
Tamarack Enterprise Small Cap Fund
Tamarack Microcap Value Fund
Tamarack Value Fund
Tamarack Small Cap International Fund
Tamarack Government Income Fund
Tamarack Quality Income Fund
Tamarack Tax-Free Income Fund
Tamarack North Carolina Tax-Free Bond Fund
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SCHEDULE B
Compensation pursuant to Paragraph VII of this Agreement shall be
calculated in accordance with the following schedules:
Name of Fund Annual Fee Rate
Tamarack Large Cap Equity Fund .10%
Tamarack Mid Cap Equity Fund .10%
Tamarack Small Cap Equity Fund .10%
Tamarack Enterprise Fund .10%
Tamarack Enterprise Small Cap Fund .10%
Tamarack Microcap Value Fund .10%
Tamarack Value Fund .10%
Tamarack Small Cap International Fund .10%
Tamarack Government Income Fund .10%
Tamarack Quality Income Fund .10%
Tamarack Tax-Free Income Fund .10%
Tamarack North Carolina Tax-Free Bond Fund .10%
ATTEST:
Tamarack Funds Trust Voyageur Asset Management Inc.
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxx
---------------------------------- ---------------------------
Name: Xxxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxx
Title: President Title: Chief Operating Officer
Date: Date:
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