EXHIBIT 99(h)(14)
DRAFT: November 27, 2008
TAMARACK FUNDS TRUST
RBC TAMARACK MONEY MARKET FUNDS
SHAREHOLDER ACCOUNT AND DISTRIBUTION SERVICES AGREEMENT
This Agreement is made and entered into as of the 1st day of March 2008 by
and between Tamarack Funds Trust, ("Tamarack"), a Delaware statutory trust, on
behalf of each portfolio represented by a series of shares of Tamarack that
adopts this Agreement (the "Funds") and RBC Xxxx Xxxxxxxx Inc., a corporation
organized and existing under the laws of the State of Minnesota ("DRI"). The
Funds, together with the date each Fund adopts this Agreement, are set forth in
Schedule A hereto, which shall be updated from time to time to reflect
additions, deletions or other changes thereto.
W I T N E S S E T H:
WHEREAS, Tamarack is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, DRI serves as the principal underwriter of each Fund's shares; and
WHEREAS, DRI performs various shareholder account and distribution services
(as outlined below) for owners of Fund shares who maintain evidence of their
Fund shares with DRI in a master account (a separate master account being
maintained for each Fund) in the name of DRI as the record owner of the Fund
shares (the "Master Accounts"), each of which is comprised of individual
accounts (the "Individual Accounts") that, in turn, are comprised of evidence of
shares of the applicable Fund acquired by brokerage customers of DRI (the
"Customers"); and
WHEREAS, in consideration for DRI's agreement to perform the aforementioned
services, Tamarack agrees to compensate DRI in connection with the performance
of said services pursuant to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, Tamarack and DRI hereby agree as follows:
1. Scope of Appointment; Services.
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(a) Subject to the conditions set forth in this Agreement, DRI hereby
undertakes and agrees, both directly and through its correspondents, (1) to make
shares of the Funds available to Customers and engage in the distribution and
marketing of shares of the Funds, and (2) to perform shareholder account
services as detailed below (collectively, the "Services") with respect to the
Customers and the Individual Accounts encompassed within the Master Accounts.
(b) The Services shall include, but not be limited to, the following:
(1) The maintenance of separate records for each Customer and
Individual Account, which records shall reflect shares purchased and
redeemed and share balances.
(2) The disbursement or crediting to Individual Accounts of Customers
of all proceeds of redemptions of Fund shares and all dividends and other
distributions not reinvested in Fund shares.
(3) The preparation and transmittal to Customers of periodic account
statements showing the total number of shares owned by each Customer as of
the statement closing date,
purchases and redemptions of Fund shares by the Customer during the period
covered by the statement, and the dividends and other distributions paid to
the Customer during the statement period (whether paid in cash or
reinvested in Fund shares).
(4) The preparation and proper transmittal of all required tax
reporting to the Internal Revenue Service, state taxing authorities and the
Customers and the accounting for, reporting and submitting of withholding
taxes, as required by applicable law, on all Individual Accounts.
(5) The transmittal to Customers of proxy materials, reports, and
other information required to be sent to shareholders under applicable
federal and state securities and other laws, and, upon request of Tamarack,
the transmittal to Customers of material communications necessary and
proper for receipt by all beneficial shareholders of the Funds.
(6) The transmittal to Tamarack and its transfer agent each business
day of the net purchase and redemption orders by and on behalf of the
Customers during such day.
(7) The transmittal to Tamarack or its designee of such periodic
reports or information as is necessary to enable Tamarack to comply with
state Blue Sky requirements.
(8) receiving, tabulating and transmitting to the Fund proxies
executed with respect to meetings of shareholders of the Fund.
(9) Answering inquiries regarding account status and history, the
manner in which purchases and redemptions of the shares may be effected,
and other matters pertaining to the Funds;
(10) assisting in designating and changing dividend options, account
designations and addresses;
(11) assisting in responding to regulatory inquiries regarding the
Master Accounts, Individual Accounts, Customers and the Funds,
(12) arranging for the wiring of funds;
(13) transmitting and receiving funds in connection with orders to
purchase or redeem Shares;
(14) verifying and guaranteeing signatures in connection with
redemption orders, transfers among and changes in Individual; Accounts;
(15) The performance of such additional dividend disbursing and
shareholder account services with respect to the Master Accounts, the
Individual Accounts and the Customers as Tamarack shall reasonably request
from time to time; provided, however, that this Agreement does not and
shall not contemplate the provision of any services by DRI that would
necessitate that DRI be registered as a transfer agent pursuant to the
Securities Exchange Act of 1934.
(c) DRI agrees to provide the necessary facilities, equipment and
personnel, including finance, operational, legal, compliance, and technology and
systems support, to perform its duties and obligations hereunder in accordance
with industry practice.
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2. Records; Miscellaneous Covenants.
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(a) DRI represents and covenants that (1) during the term of this
Agreement, DRI will comply with all laws, rules and regulations applicable to
its provision of the Services hereunder and (2) DRI has, and during the term of
this Agreement will continue to have, full corporate power and authority
necessary to enter into and to perform the terms of this Agreement.
(b) DRI will maintain customary records in connection with the provision of
Services hereunder. Upon the request of Tamarack, DRI will provide to Tamarack
or its agents or representatives copies of such records as may be necessary to
enable Tamarack or its agents or representatives to monitor and review the
Services, or to comply with any request of a governmental body, self-regulatory
organization or a Fund shareholder. DRI agrees that it will permit Tamarack or
its representatives to have reasonable access to their personnel and records in
order to facilitate the monitoring of the performance and quality of the
Services.
3. Notice of Non-Performance.
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DRI hereby agrees to promptly notify Tamarack if for any reason DRI is
unable to perform fully and promptly any of its obligations under this
Agreement.
4. No Limit on Other Actions by Tamarack.
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In no way shall the provisions of the Agreement limit the authority of
Tamarack to take such action as it may deem appropriate or advisable in
connection with all matters relating to the operations of Tamarack and the sale
of Fund shares.
5. Compensation.
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In consideration of the performance of the Services by DRI hereunder,
Tamarack agrees to cause each Fund to pay DRI a fee in such amount, at such time
and in such manner as is set forth with respect to each Fund in Schedule A
hereto.
6. Indemnification.
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(a) Tamarack agrees to indemnify DRI and to hold DRI harmless from and
against any loss by or liability to any Fund or a third party (including
reasonable legal fees and other reasonable out-of-pocket costs of defending
against any related claim or suit), in connection with any claim or suit
assessing any such liability arising out of or attributable to actions taken by
DRI pursuant to this Agreement, unless DRI acted negligently or in bad faith.
(b) DRI will hold harmless and indemnify Tamarack and each Fund from and
against any loss or suit (including reasonable legal fees and other reasonable
out-of-pocket costs of defending any related claim or suit) arising out of DRI's
negligent or bad faith failure to comply with the terms of this Agreement or
breach of any representation, warranty or covenant contained herein.
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7. Effective Date; Termination; Reports; Records.
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(a) This Agreement shall not take effect with respect to a Fund or Class
until it has been approved by votes of a majority of both (a) the Board of
Trustees of Tamarack and (b) those Trustees of Tamarack who are not "interested
persons" of Tamarack (as defined in the Act) and have no direct or indirect
financial interest in the operation of Tamarack's Shareholder Account and
Distribution Services Plan or any agreements related to it (the "Plan
Trustees"), cast in person at a meeting called for the purpose of voting on the
Plan and this Agreement.
(b) This Agreement, once approved for a Fund or Class, shall continue in
effect for such Fund or Class so long as such continuance is specifically
approved at least annually with respect to such Fund and Class in the manner
provided for approval of this Agreement in Paragraph (a).
(c) This Agreement may be terminated with respect to a Fund or Class at any
time, without payment of any penalty, by vote of a majority of the Plan Trustees
on not more than 60 days written notice, and shall terminate automatically in
the event of its assignment. With respect to any Fund and Class for which the
Plan is not terminated, the Plan will continue in effect subject to the
provisions hereof.
(d) Any person authorized to direct the disposition of monies paid or
payable by the Trust pursuant to this Agreement shall provide to the Tamarack's
Board of Trustees, and the Board shall review, at least quarterly, a written
report of the amounts so expended and the purposes for which such expenditures
were made.
(e) Tamarack shall preserve xxxxx of this Agreement and all reports made
pursuant to paragraph 7 hereof for a period of not less than six years from the
date of this agreements or such report, as the case may be, the first two years
of which shall be in an easily accessible place.
8. Interpretation; Governing Law.
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This Agreement shall be subject to and interpreted in accordance with all
applicable provisions of law, including, without limitation, the Act and the
rules and regulations promulgated thereunder. To the extent that any provision
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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
TAMARACK FUNDS TRUST RBC XXXX XXXXXXXX INC.
By _______________________________ By _______________________________
Name: Xxxx Xxxxx Name: Xxxx X. Xxxx
Title: President and CEO Title: President and CEO
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SCHEDULE A
FUND EFFECTIVE DATE ANNUAL FEE RATE
---- -------------- ---------------
RBC Tamarack Prime Money March 1, 2008 0.50%
Market Fund (Class 1)
RBC Tamarack Prime Money March 1, 2008 0.70%
Market Fund (Class 2)
RBC Tamarack Prime Money March 1, 2008 1.00%
Market Fund (Class 3)
RBC Tamarack U.S. Government March 1, 2008 0.50%
Money Market Fund (Class 1)
RBC Tamarack U.S. Government March 1, 2008 0.70%
Money Market Fund (Class 2)
RBC Tamarack U.S. Government March 1, 2008 1.00%
Money Market Fund (Class 3)
RBC Tamarack Tax-Free Money March 1, 2008 0.50%
Market Fund (Class 1)
RBC Tamarack Tax-Free Money March 1, 2008 0.70%
Market Fund (Class 2)
RBC Tamarack Tax-Free Money March 1, 2008 1.00%
Market Fund (Class 3)
The fee shall be paid monthly on the basis of average daily net assets
within ten business days following the end of the month covered by such payment.
