Exhibit 99(d)(12)
TAMARACK FUNDS TRUST
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INVESTMENT ADVISORY AGREEMENT
TAMARACK TREASURY PLUS MONEY MARKET FUND
This Agreement, made this 31st day of August, 2006, by and between
Tamarack Funds Trust, a Delaware statutory trust ("Trust"), on behalf its series
listed on Exhibit A hereto (the "Fund"), 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
Fund, and the Adviser hereby agrees to act, as investment adviser for, and to
manage the investment of the assets of, the Fund.
(b) The investment of the assets of the 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 the Fund and shall conform
to the policies and purposes of the 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 the Fund, and except as otherwise
permitted by this Agreement, the Adviser shall have the sole and exclusive
responsibility for the management of the Fund's investment portfolio and for
making and executing all investment decisions for the 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 Fund.
(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 the 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 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 "1940 Act"), 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 Fund (unless any such approval is not
required by such statutes, rules, regulations, interpretations, orders or
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
the 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, the 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 the Fund shall be as set forth in Exhibit A hereto. The fee payable
by the 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,
the 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 Fund 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 of the Fund's shares (the "Distributor") 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
Distributor under its agreement or agreements with the Trust); redemption of
Fund shares; printing and mailing of stock certificates representing shares of
the Fund; association membership dues; preparation, printing and mailing of
shareholder reports; and portfolio pricing services, if any.
(b) The Adviser or the Distributor shall bear all
advertising and promotional expenses in connection with the distribution of the
Fund's shares, including paying for prospectuses, shareholder reports and sales
literature for new or prospective shareholders. The Fund shall not use any of
its assets to finance costs incurred in connection with the distribution
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of its shares except pursuant to a plan of distribution, if any, adopted
pursuant to Rule 12b-1 under the 1940 Act.
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 the 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 the Fund or that the Fund will perform comparably
with any standard or index, including other clients of the Adviser, whether
public or private.
6. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT.
(a) The effective date of this Agreement with respect to
the 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 the Fund.
(b) Unless sooner terminated as hereinafter provided,
this Agreement shall continue in effect with respect to the 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 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 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 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 the 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 1940 Act).
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(e) No amendment to this Agreement shall be effective
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
0000 Xxx) 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 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 the Fund shall mean the lesser of (i) the vote of 67% or more of the
voting securities of the 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 the 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 1940 Act,
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.
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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: _________________________________
Name: ________________________________
Title: _______________________________
Date: ________________________________
VOYAGEUR INVESTMENT MANAGEMENT INC.
By: _________________________________
Name:_________________________________
Title: _______________________________
Date: ________________________________
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EXHIBIT A to INVESTMENT ADVISORY AGREEMENT
ANNUAL ADVISORY FEE
FUND EFFECTIVE DATE (as % of average daily net assets)
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Tamarack Treasury Plus August 31, 2006 .15% of average daily net assets
Money Market Fund
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