EXHIBIT 99(d)(9)
TAMARACK FUNDS TRUST
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INVESTMENT ADVISORY AGREEMENT
[RBC] TAMARACK PRIME MONEY MARKET FUND
[RBC] TAMARACK U.S. GOVERNMENT MONEY MARKET FUND
[RBC] TAMARACK TAX-FREE MONEY MARKET FUND
This Agreement, made this 1st day of March, 2008, by and between Tamarack
Funds Trust, a Delaware statutory trust ("Trust"), on behalf its series listed
on Exhibit A hereto ("Funds"), 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 Funds, and
the Adviser hereby agrees to act, as investment adviser for, and to manage the
investment of the assets of, the Funds.
(b) The investment of the assets of each 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 each Fund and shall conform to
the policies and purposes of each 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 each Fund, and except as otherwise
permitted by this Agreement, the Adviser shall have the sole and exclusive
responsibility for the management of each Fund's investment portfolio and for
making and executing all investment decisions for each 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 Funds.
(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
each 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, with respect to one or more Funds, 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 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 applicable Fund(s) (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 a 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, each 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 each Fund shall be as set forth in Exhibit A hereto. The fee payable
by each 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, each 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
Funds 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(s) of the Funds' shares (the "Co-Distributor(s)") 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
Co-Distributors under their agreement or agreements with the Trust); redemption
of Fund shares; printing and mailing of stock certificates representing shares
of the Funds; association membership dues; preparation, printing and mailing of
shareholder reports; and portfolio pricing services, if any.
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(b) The Adviser or the Co-Distributors shall bear all advertising and
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. No Fund shall use any of its assets to finance
costs incurred in connection with the distribution of its shares except pursuant
to a plan of distribution, if any, adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940.
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 a 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 a Fund or that a 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 OF AGREEMENT.
(a) The effective date of this Agreement with respect to each 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 such Fund.
(b) Unless sooner terminated as hereinafter provided, this Agreement
shall continue in effect with respect to each Fund for an initial period of two
years from the date of execution, and continuously thereafter, 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 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 Investment Company Act of 1940, as amended) of the
Adviser or of the Trust cast in person at a meeting called for the purpose of
voting on such approval.
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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 Board of Trustees of the Trust
or by the vote of a majority of the outstanding voting securities of such 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 Investment Company Act of 1940, as amended).
(e) No amendment to this Agreement shall be effective with respect to
any Fund 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 Investment Company Act of 1940, as amended) 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
applicable 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 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.
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 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.
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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 ASSET MANAGEMENT INC.
By: ___________________________
Name:___________________________
Title: _________________________
Date: __________________________
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EXHIBIT A to INVESTMENT ADVISORY AGREEMENT
FUND EFFECTIVE DATE ANNUAL ADVISORY FEE
(as % of average daily net assets)
_________________________________________________________________________________________________________________
[RBC] Tamarack Prime Money March 1, 2008 .55% of average daily net assets up to
Market Fund $700 million; 50% of the next $500
million of average daily net assets;
.45% of the next $800 million of average
daily net assets; and .40% of average
daily net assets in excess of $2 billion
[RBC] Tamarack U.S. March 1, 2008 .50% of average daily net assets up to
Government Money Market Fund $100 million; .40% of the next $200
million of average daily net assets; and
.35% of average net assets in excess of
$300 million
[RBC] Tamarack Tax-Free March 1, 2008 .50% of average daily net assets
Money Market Fund
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