EXHIBIT 99(h)(3)
TAMARACK FUNDS TRUST
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ADMINISTRATIVE SERVICES AGREEMENT
(EFFECTIVE DATE: AUGUST 31, 2006)
This Agreement is made by and between Tamarack Funds Trust, a Delaware
statutory trust ("Trust"), on behalf of its series that is listed on the
attached Schedule A (the "Fund"), and Voyageur Asset Management Inc., a
Minnesota corporation (the "Administrator").
RECITALS
WHEREAS, the Trust is registered as an open end diversified management
investment company under the Investment Company Act of 1940 (the "1940 Act");
and
WHEREAS, the Trust has established the Fund; and
WHEREAS, the Trust, on behalf of the Fund, and the Administrator desire
to enter into an agreement to provide for administrative services for the 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 administrative services
described in this Agreement; PROVIDED, HOWEVER, that the Administrator shall not
be required to provide any services under this Agreement that would cause the
Administrator to be an investment adviser, broker, dealer or transfer agent
under any federal or state law or the rules of any self-regulatory organization.
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 the Fund:
A. Provide office space, equipment and facilities (which may
belong to the Administrator or its affiliates) for maintaining the Trust's and
Fund's organization, for meetings of the Trust's Board of Trustees ("Board") and
Fund shareholders, and for performing administrative services under this
Agreement;
B. Supervise and manage all aspects of the Trust's and the Fund's
operations, and supervise relations with, and monitor the performance of,
custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and dealers,
insurers and other service providers;
C. Provide internal clerical, accounting and compliance services,
and stationery and office supplies;
D. Prepare, amend, and update (with the advice of the Trust's
counsel) the Trust's Registration Statement on Form N-1A with respect to the
Fund and prepare any necessary proxy statements and all annual and semi annual
reports to Fund shareholders;
E. Arrange for the printing and mailing (at the expense of the
Trust or affected Funds) of proxy statements and other reports or materials
provided to Fund shareholders;
F. Prepare for execution and file the Fund's federal and state
tax returns and required tax filings other than those required to be made by the
Fund's custodian and transfer agent or other service providers;
G. Maintain the existence of the Trust and of the Fund, and
during such times as the Fund's shares are publicly offered, maintain or arrange
for the maintenance of the registration and qualification of the shares under
federal and state law; and
H. Provide the Board on a regular basis with reports and analyses
of the Fund's operations.
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 the Fund has been duly organized and is in good standing under the
laws of the State of Delaware and is fully authorized to enter into this
Agreement and to carry out its terms.
IV. CONTROL BY THE BOARD OF TRUSTEES
Any activities undertaken by the Administrator pursuant to this
Agreement on behalf of the Fund shall at all times be subject to the control of
the Board.
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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; the provisions of the Trust's
Declaration of Trust and Bylaws; and any other applicable provisions of state or
federal law.
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.
VII. COMPENSATION
The parties acknowledge that in its capacity as adviser to the Fund,
the Administrator will receive compensation from the Fund and thus benefit from
its relationship with the Fund. The Administrator shall not receive any
additional compensation for services it performs hereunder with respect to the
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 the date first
written above and shall continue for successive periods of one year with respect
to the Fund, but only as long as such continuance is specifically approved at
least annually (i) by the Board or by the vote of a majority (as defined in the
0000 Xxx) 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 Administrator or of
the Trust cast in person 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 vote of a majority (as defined in
the 0000 Xxx) of the outstanding voting securities of the Fund, or by the
Administrator, upon 60 days' written notice to the other party.
C. No amendment to this Agreement shall be effective until
approved in the manner set forth in Section IX.A. above.
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X. STANDARD OF CARE; INDEMNIFICATION.
A. In the absence of willful misfeasance, bad faith, 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
or to the Fund or to any holder of Fund shares for any act or omission in the
course of, or connected with, rendering services under this Agreement.
B. The Administrator agrees to indemnify the Trust and the Fund
with respect to any loss, liability, judgment, cost or penalty which the Trust
or the 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 to 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 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.
XII. 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 August 31, 2006.
TAMARACK FUNDS TRUST
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: President
Voyageur Asset Management Inc.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: COO
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Schedule A
Funds of Tamarack Funds Trust Covered By This Agreement
Tamarack Treasury Plus Money Market Fund
