EXHIBIT 99(d)(13)
SUB-ADVISORY AGREEMENT
This Agreement is made between Voyageur Asset Management Inc., a
Minnesota corporation having its principal place of business at 000 Xxxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 (hereinafter referred to as the
"Advisor"), Denver Investment Advisors LLC, a Colorado limited liability
company, having its principal place of business at Xxxxxxxxxxx Xxxxxx Xxxxx,
0000 17th Street, 26th Floor, Denver, Colorado 80202 (hereinafter referred to as
the "Sub-Advisor") and Tamarack Funds Trust, a Delaware statutory trust
(hereinafter referred to as the "Company").
WHEREAS, the Company, an open end diversified management investment
company, as that term is defined in the Investment Company Act of 1940, as
amended (the "Act"), that is registered as such with the Securities and Exchange
Commission, has appointed Advisor as investment advisor for and to the Tamarack
Small Cap International Fund, a series of the Company (hereinafter referred to
as the "Fund"), pursuant to the terms of an "Investment Advisory Agreement"
dated as of April 16, 2004, between the Company and Advisor;
WHEREAS, Sub-Advisor is engaged in the business of rendering investment
management services; and
WHEREAS, Advisor desires to retain Sub-Advisor to provide certain
investment management services for the Fund as more fully described below;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. RETENTION OF SUB-ADVISOR.
(a) Advisor hereby retains Sub-Advisor to assist Advisor in
its capacity as investment advisor for the Fund. Subject to the oversight and
review of Advisor and the Board of Trustees of the Company, Sub-Advisor shall
manage the investment and reinvestment of the assets of the Fund. Sub-Advisor
will determine in its discretion, subject to the oversight and review of
Advisor, the investments to be purchased or sold, will provide Advisor with
records concerning its activities which Advisor or the Company is required to
maintain and will render regular reports to Advisor and to officers and Trustees
of the Company concerning its discharge of the foregoing responsibilities.
(b) Sub-Advisor, in its supervision of the investments of the
Fund, will be guided by the Fund's investment objectives and policies and the
provisions and restrictions contained in the Declaration of Trust and Bylaws of
the Company and as set forth in the Registration Statement and exhibits as may
be on file with the Securities and Exchange Commission, all as communicated by
Advisor to Sub-Advisor. Advisor hereby undertakes to provide Sub-Advisor with
copies of such Declaration of Trust and Bylaws and Registration Statement and
exhibits as well as any amendments as the same become available from time to
time.
(c) Sub-Advisor shall be deemed to be an independent
contractor under this Agreement and, unless otherwise expressly provided or
authorized, shall have no authority to act
for or represent the Company or any Fund in any way or otherwise be deemed an
agent of the Company or any Fund.
(d) The services furnished by Sub-Advisor hereunder are deemed
not to be exclusive, and nothing in this Agreement shall: (a) prevent
Sub-Advisor or any affiliated person (as defined in the Act) of Sub-Advisor from
acting as investment advisor or manager for any other person or persons,
including other management investment companies with investment objectives and
policies the same as or similar to those of the Fund, or (b) limit or restrict
Sub-Advisor or any such affiliated person from buying, selling or trading any
securities or other investments (including any securities or other investments
which the Fund is eligible to buy) for its or their own accounts or for the
accounts of others for whom it or they may be acting; provided, however, that
Sub-Advisor agrees that it will not undertake any activities which, in its
reasonable judgment, will adversely affect the performance of its obligations to
the Fund under this Agreement and provided that all such activities are in
conformity with all applicable provisions of the Company's Registration
Statement.
2. FEE. Advisor shall pay to Sub-Advisor, for all services
rendered to the Fund by Sub-Advisor hereunder, the Sub-Advisory fees set forth
in Exhibit A attached hereto. During the term of this Agreement, Sub-Advisor
will bear all expenses incurred by it in the performance of its duties
hereunder, other than the cost of securities, commodities and other investments
(including brokerage fees, transfer fees, custodian fees, underwriting
commissions, interest and other charges, if any) purchased or sold for the Fund.
3. TERM. The term of this Agreement shall begin on the date of
its execution and shall remain in effect for one year from that date and from
year to year thereafter, subject to the provisions for termination and all of
the other terms and conditions hereof, if such continuation is specifically
approved at least annually in the manner required by the Act. Thus Agreement
shall be submitted to the shareholders of the Company and each Fund for approval
and shall automatically terminate if not approved by a majority of the shares of
the Fund.
4. TERMINATION.
(a) This Agreement may be terminated at any time without
the payment of any penalty:
(i) by the Advisor on sixty (60) days written
notice to the Sub-Advisor;
(ii) by the Company either by a vote of a
majority of the Board of Trustees of the
Company or by a vote of the majority of the
outstanding shares of beneficial interest of
the Fund; or
(iii) by the Sub-Advisor on sixty (60) days
written notice to the Advisor.
(b) This Agreement will terminate automatically in the
event of:
(i) the termination of the Investment Advisory
Agreement; or
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(ii) its assignment.
(c) The Sub-Advisor may employ or contract with any other person,
persons, corporation, or corporations at its own cost and expense as it shall
determine in order to assist it in carrying out its obligations and duties under
this Agreement.
5. STANDARD OF CARE AND INDEMNIFICATION.
(a) In the performance of its duties, the Sub-Advisor will
comply with the stated investment objectives, policies and restrictions of the
Fund as set forth in the Prospectus and Statement of Additional Information and
will in all material respects act in accordance with any applicable regulations
of any governmental authority pertaining to its activities hereunder. The
Sub-Advisor shall exercise its best judgment and shall act in good faith in
rendering its services pursuant to this Agreement. The Sub-Advisor shall not be
liable for any error of judgment or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Sub-Advisor against any liability to the Advisor, the Company or to the
shareholders of the Fund to which the Sub-Advisor would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Sub-Advisor's reckless disregard
of its obligations and duties under thus Agreement.
(b) The Advisor shall indemnify and hold harmless the
Sub-Advisor, its members, officers and directors and each person, if any, who
controls the Sub-Advisor within the meaning of Section 15 of the Securities Act
of 1933 ("1933 Act") (any and all such persons shall be referred to as an
"Indemnified Party"), against loss, liability, claim, damage or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damages or expense and reasonable counsel fees incurred in
connection herewith), arising by reason of any matter to which this Agreement
relates.
(c) The Sub-Advisor shall indemnify and hold harmless the
Advisor and each of its directors and officers and each person if any who
controls the Advisor within the meaning of Section 15 of the 1933 Act, against
any loss, liability, claim, damage or expense described in the foregoing
indemnity, but only with respect to the Sub-Advisor's willful misfeasance, bad
faith or gross negligence in the performance of its duties under the
Sub-Advisory Agreement.
(d) However, in no case: (i) are these indemnifications deemed
to protect any particular Indemnified Party against any liability to which such
Indemnified Party would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Agreement; (ii) is
the Advisor or Sub-Advisor to be liable under this indemnity with respect to any
claim made against any particular Indemnified Party unless such Indemnified
Party shall have notified the Advisor or Sub-Advisor in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Advisor
or Sub-Advisor or their controlling persons; or, (iii) will either party be
obligated to pay any amount in settlement unless that party shall have consented
to such settlement, which consent shall not be unreasonably withheld.
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6. PORTFOLIO TRANSACTIONS.
(a) Advisor has engaged a custodian ("Custodian") to take and
maintain possession of all the assets in the Fund. Neither Sub-Advisor nor any
"person associated with" Sub-Advisor (as defined in Section 202(a)(17) of the
Act) will be the Custodian. Sub-Advisor will have no liability with respect to
custody arrangements or the acts, conduct, or omissions of Custodian.
(b) Advisor may issue such instructions to Custodian as may be
appropriate concerning the settlement of transactions initiated by Sub-Advisor
pursuant to this Agreement. Sub-Advisor will be under no duty to supervise or
direct the investment of any assets that are not in the Account in the custody
of the Custodian.
(c) Investment decisions for the Fund shall be made by
Sub-Advisor independently from those for any other investment companies and
accounts advised or managed by Sub-Advisor. The Fund and such investment
companies and accounts may, however, invest in the same securities. When a
purchase or sale of the same security is made at substantially the same time on
behalf of the Fund and/or another investment company or account, the transaction
will be averaged as to price, and available investments allocated as to amount,
in a manner which Sub-Advisor believes to be equitable to the Fund and such
other investment company or account. In some instances, this investment
procedure may adversely affect the price paid or received by the Fund or the
size of the position obtained or sold by the Fund. To the extent permitted by
law, Sub-Advisor may aggregate the securities to be sold or purchased for the
Fund with those to be sold or purchased for other investment companies or
accounts in order to obtain best execution.
(d) Sub-Advisor shall place all orders for the purchase and
sale of portfolio securities for the account of the Fund with broker-dealers
selected by the Sub-Advisor. In executing portfolio transactions and selecting
broker-dealers, the Sub-Advisor will use its best efforts to seek best execution
on behalf of the Fund. In assessing the best execution available for any
transaction, the Sub-Advisor shall consider all factors it deems relevant,
including the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker-dealer, and the
reasonableness of the commission, if any (all for the specific transaction and
on a continuing basis). In evaluating the best execution available, and in
selecting the broker-dealer to execute a particular transaction, the Sub-Advisor
may also consider the brokerage and research services (as those terms are used
in Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to
the Fund and/or other accounts over which the Sub-Advisor or an affiliate of the
Sub-Advisor (to the extent permitted by law) exercises investment discretion.
The Sub-Advisor is authorized to cause the Fund to pay a broker-dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Fund which is in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Sub-Advisor determines in good faith that such
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer viewed in terms of that particular
transaction or in terms of all of the accounts over which investment discretion
is so exercised.
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7. AMENDMENT. This Agreement may be amended at any time by
agreement of the parties, provided that the amendment shall be approved in the
manner required by the Act.
8. GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Missouri.
9. REGISTRATION AS AN INVESTMENT ADVISER. Advisor and Sub-Advisor
each hereby acknowledges that it is registered as an investment advisor under
the Investment Advisers Act of 1940, that it will use its reasonable best
efforts to maintain such registration, and that it will promptly notify the
other if it ceases to be so registered, if its registration is suspended for any
reason, or if it is notified by any regulatory organization or court of
competent jurisdiction that it should show cause why its registration should not
be suspended or terminated. Further, Sub-Advisor will notify the Advisor if
there is any significant change or variation in its management structure or
personnel that might, in its reasonable judgment, affect its responsibilities
and obligations under thus Agreement.
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Witness the due execution hereof this 16th day of April, 2004.
Attest: VOYAGEUR ASSET MANAGEMENT INC.
By:
--------------------------------- -----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Attest: DENVER INVESTMENT ADVISORS LLC
By:
--------------------------------- -----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Attest: TAMARACK FUNDS TRUST, on behalf of
TAMARACK SMALL CAP INTERNATIONAL FUND
By:
--------------------------------- -----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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EXHIBIT A
FEES
Fund: Tamarack Small Cap International Fund
Sub-Advisor: Denver Investment Advisors LLC
As compensation, Voyageur Asset Management Inc. will pay Sub-Advisor
for its services the following annual fee computed daily as determined by the
Fund's price make-up sheet and which shall be payable monthly or at such other
intervals as agreed by the parties.
(a) Seven hundred seventy five one-thousandths of one percent (775/1000
of 1%) of the average total net assets of the Fund that do not exceed two
hundred fifty million dollars ($250,000,000).
(b) Seven hundred one-thousandths (700/1000 of 1 %) of the average
total net assets of the Fund that exceed two hundred fifty million dollars
($250,000,000).
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