EXHIBIT 99(e)(2)
DISTRIBUTION AGREEMENT
This Distribution Agreement is made and entered into as of this 16th
day of April, 2004, by and between Tamarack Funds Trust, a Delaware statutory
trust ("Trust"), on behalf of each of its portfolios ("Funds") listed in Exhibit
A hereto (which shall be updated from time to time to reflect additions,
deletions or other changes thereto), and RBC Xxxx Xxxxxxxx Inc., a Delaware
corporation ("Distributor"), as principal underwriter of the Funds' shares of
common stock.
WITNESSETH:
1. UNDERWRITING SERVICES.
The Trust hereby engages the Distributor, and the Distributor hereby
agrees to act, as a principal underwriter for the Funds in connection with the
sale and distribution of the Funds' shares of common stock to the public, either
through dealers or otherwise. The Distributor agrees to offer such shares for
sale at all times when such shares are available for sale and may lawfully be
offered for sale and sold.
2. SALE OF FUND SHARES.
Shares of each Fund are to be sold only on the following terms:
(a) All subscriptions, offers or sales shall be subject to
acceptance or rejection by the Trust. Any offer or sale shall be conclusively
presumed to have been accepted by the Trust if the Trust shall fail to notify
the Distributor of the rejection of such offer or sale prior to the computation
of the net asset value of the applicable Fund's shares next following receipt by
the Trust of notice of such offer or sale.
(b) No share of any Fund shall be sold by the Distributor for any
consideration other than cash or for any amount less than the applicable public
offering price of such share, computed as provided in the then current
Prospectus and Statement of Additional Information of the applicable Fund.
(c) In its capacity as distributor of Fund shares, all activities
of Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, all rules and regulations promulgated by the Commission thereunder and all
rules and regulations adopted by any securities association registered under the
Securities Exchange Act of 1934.
3. REGISTRATION OF SHARES.
The Trust agrees to make prompt and reasonable efforts to effect and
keep in effect, at each Fund's own expenses, the registration or qualification
of each Fund's shares for sale in such jurisdictions as the Trust may designate.
4. INFORMATION TO BE FURNISHED BY GREAT HALL TO THE DISTRIBUTOR.
The Trust will furnish the Distributor with such information with
respect to the affairs and accounts of each Fund as the Distributor may from
time to time reasonably require, and further agrees that the Distributor, at all
reasonable times, shall be permitted to inspect the books and records of the
Funds.
5. ALLOCATION OF EXPENSES.
During the period of this contract, the Trust shall cause the Funds to
pay all expenses, costs and fees incurred by the Funds which are not assumed by
the Distributor or by the Funds' investment adviser. The Distributor shall pay
all promotional expenses in connection with the distribution of each Fund's
shares including paying for prospectuses, shareholder reports and sales
literature for new or prospective shareholders.
6. COMPENSATION TO THE DISTRIBUTOR.
It is understood and agreed by the parties hereto that the Distributor
shall receive, in compensation for services performed by the Distributor
hereunder: (a) a sales charge, if any, from certain of the Funds as are set
forth in each applicable Fund's Prospectus and Statement of Additional
Information (as the same may be amended or supplemented from time to time) and
such other compensation as set forth on Exhibit A hereto. Payments, if any, to
the Distributor for services rendered hereunder shall be made by the Trust
quarterly in arrears not later than the fifth business day following the end of
each calendar quarter in which said services were rendered.
7. LIMITATION OF THE DISTRIBUTOR'S AUTHORITY.
The Distributor shall be deemed to be an independent contractor and,
except as specifically provided or authorized herein, shall have no authority to
act for or represent the Trust or the Funds. In connection with the
Distributor's role as principal underwriter of the Funds' shares, the
Distributor shall at all times be deemed an agent of the Trust and the Funds and
shall sell Fund shares to purchasers thereof as agent and not a principal.
8. SUBSCRIPTION FOR SHARES REFUND FOR CANCELED ORDERS.
In the event that an order for the purchase of shares of a Fund is
placed with the Distributor by a customer or dealer and is subsequently
canceled, the Distributor, on behalf of such customer or dealer, shall forthwith
cancel the subscription for such shares entered on the books of the applicable
Fund, and, if the Distributor has paid the applicable Fund for such shares, the
Distributor shall be entitled to receive from the applicable Fund in refund of
such payment the lesser of:
(a) the consideration received by the Fund for said shares;
(b) the net asset value of such shares at the time of cancellation
by the Distributor.
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9. REPORTS TO THE TRUST'S TRUSTEES
The Distributor shall provide the Trustees of the Trust with such
information as is required by any plan of distribution adopted by the Trust on
behalf of any Fund pursuant to Rule 12b 1 under the Investment Company Act of
1940, as amended (the "1940 Act") (said plan of distribution, a "Plan").
10. INDEMNIFICATION OF THE TRUST AND THE FUNDS.
The Distributor agrees to indemnify the Trust and the Funds against any
and all litigation and other legal proceeds of any kind or nature and against
any liability, judgment, cost or penalty imposed as a result of such litigation
or proceedings in any way arising out of or in connection with the sale or
distribution of the Fund shares by the Distributor. In the event of the threat
or institution of any such litigation or legal proceedings against the Trust or
the Funds, the Distributor shall defend such action on behalf of the applicable
Fund(s) at the Distributor's own expense, and shall pay any such 1iability,
judgment, cost or penalty resulting therefrom, whether imposed by legal
authority or agreed upon by way of compromise and settlement; provided, however,
the Distributor shall not be required to pay or reimburse the Trust or the Funds
for any liability, judgment, cost or penalty incurred as a result of information
supplied by, or as the result of the omission to supply information by, the
Trust, or to the Distributor by a Trustee, officer, or employee of the Trust who
is not an interested person of the Distributor, unless the information so
supplied or omitted was available to the Distributor or the Funds' investment
adviser without recourse to the Trust or any such interested person of the
Trust.
11. FREEDOM TO DEAL WITH THIRD PARTIES.
The Distributor 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.
12. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF AGREEMENT.
(a) The effective date of this Agreement with respect to each Fund
shall be the date set forth on Exhibit A hereto.
(b) Unless sooner terminated as hereinafter provided, this
Agreement shall continue in effect with respect to each Fund for a period of one
year from the date of its execution but only as long as such continuance is
specifically approved at least annually (at a meeting in person called for the
purpose of voting on this Agreement) by (i) the Board of Trustees of the Trust
or by the vote of a majority of the outstanding voting securities of the
applicable 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
1940 Act, of the Distributor or of the Trust and, with respect to any Fund for
which the Trust has adopted a Plan, who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan
(including, but not limited to, this Agreement).
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(c) This Agreement may be terminated with respect to any Fund at
any time, without the payment of any penalty, by the vote (cast in person at a
meeting called for the purpose of voting on such approval) of a majority of the
Trustees of the Trust who are not parties to this Agreement or "interested
persons", as defined in the 1940 Act, of the Distributor or of the Trust and,
with respect to any Fund for which the Trust has adopted a Plan, who have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan, or by the vote of a majority of the outstanding
voting securities of such Fund, or by the Distributor, upon 60 days' written
notice to the other parties.
(d) This Agreement shall automatically terminate in the event of
its "assignment" (as defined in the 1940 Act).
(e) No amendment to this Agreement shall be effective with respect
to any Fund until approved by the vote (cast in person at a meeting called for
the purpose of voting on such approval) of a majority of the Trustees of the
Trust who are not parties to this Agreement or "interested persons", as defined
in the 1940 Act, of the Distributor or of the Trust and, with respect to any
Fund for which the Trust has adopted a Plan, who have no direct or indirect
financial interest in the operation of the Plan or in any agreement related to
the Plan.
(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 a
Fund shall mean the lesser of (i) the vote of 67% or more of the voting
securities of such 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 such Fund.
13. 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.
14. 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 Investment
Company Act of 1940, as amended, 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.
15. CONFIDENTIALITY
Distributor agrees on behalf of itself and its partners and employees
to treat confidentially and as proprietary information of the Trust all records
and other information relative to the Trust and its prior, present or potential
shareholders, and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except, after
prior notification to and approval in writing by the Trust, which approval shall
not be
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unreasonably withheld and may not be withheld where Distributor may be exposed
to civil or criminal contempt proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, or when so
requested by the Trust.
IN WITNESS WHEREOF, the Trust and the Distributor have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
TAMARACK FUNDS TRUST RBC XXXX XXXXXXXX INC.
By: By:
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Name: Name:
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Title: Title:
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EXHIBIT A
TO
DISTRIBUTION AGREEMENT
FUND EFFECTIVE DATE COMPENSATION
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Tamarack Prime Money Market Fund April 16, 2004 (1)
Tamarack U.S. Government Money Market April 16, 2004 (1)
Tamarack Tax-Free Money Market Fund April 16, 2004 (1)
Tamarack Institutional Prime Money Market Fund April 16, 2004 (1)
Tamarack Institutional Tax-Free Money Market Fund April 16, 2004 (1)
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(1) It is understood and agreed by the parties hereto that, with respect to
the each of Tamarack Prime Money Market Fund, Tamarack U.S. Government
Money Market Fund, Tamarack Tax-Free Money Market Fund, Tamarack
Institutional Prime Money Market Fund and Tamarack Institutional Tax-Free
Money Market Fund, sales of such shares by the Distributor will benefit
the investment adviser of each of said series (which investment adviser is
an affiliate of the Distributor), and, therefore, the Distributor shall
not receive any additional compensation for services it performs hereunder
with respect to such shares.
