EXHIBIT 99(h)(3)
TAMARACK FUNDS TRUST
a Delaware Statutory Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
BISYS Fund Services Ohio, Inc.
BISYS Fund Services Limited Partnership
BISYS Plan Services, L.P.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
RE: ASSIGNMENT AND ASSUMPTION OF SERVICE AGREEMENTS
-----------------------------------------------
Ladies and Gentlemen:
Effective April 16, 2004, the investment companies listed on Exhibit A
("Predecessor Funds"), which have entered into the service agreements listed on
Exhibit A with BISYS Fund Services Ohio, Inc. or its affiliates ("BISYS"), will
be reorganized as series ("Successor Funds") of Tamarack Funds Trust, a Delaware
Statutory Trust ("Trust"). The Predecessor Funds hereby assign and the Trust
adopts and assumes each of the agreements listed on Exhibit A (the "Agreements")
so that each such agreement with a Predecessor Fund shall continue in full force
and effect with respect to the respective Successor Fund indicated on Exhibit A.
Also effective April 16, 2004, Voyageur Asset Management Inc.
("Voyageur") will become Administrator for each of the investment companies
listed on Exhibit B for which ▇▇▇▇▇ & Babson, Inc. ("▇▇▇▇▇ & Babson") was
previously the Administrator. ▇▇▇▇▇ & Babson hereby assigns and Voyageur hereby
adopts and assumes the rights and responsibilities of ▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. under
the Sub-Administration Agreement with BISYS listed on Exhibit B (also included
in the defined term "Agreement" where applicable).
Each Predecessor Fund, and each of Voyageur, ▇▇▇▇▇ & Babson, and the
Trust represents and warrants that it is duly organized and existing in good
standing under the laws of the jurisdiction of its formation and qualified to do
business in any jurisdiction where its activities so require. Each Predecessor
Fund and ▇▇▇▇▇ & Babson, severally, represent and warrant, that the assignment
of the relevant Agreement(s) has been duly authorized by it. Each of the Trust
and Voyageur represents and warrants that the adoption and assumption of the
relevant Agreement(s) has been duly authorized by it and when this Assignment
and Assumption is effective such Agreement(s) will constitute legal, valid and
binding obligation(s) of the Trust or Voyageur, as the case may be, enforceable
against it in accordance with the terms of such Agreement(s), subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
In addition, each of the Trust and Voyageur assumes and agrees to pay when due
and to perform and be liable for all of the obligations and responsibilities of
each Predecessor Fund or ▇▇▇▇▇ & Babson, as the case may be, under the relevant
Agreement(s) it adopts and assumes hereunder, whether arising
before or after the effective date of this Assignment and Assumption. The Trust
represents and warrants that (a) as of the close of business on the effective
date of this Assignment and Assumption, each Successor Fund will have authorized
unlimited shares, and (b) by virtue of its Declaration of Trust, shares of each
Fund which are redeemed by the Trust may be sold by the Trust from its treasury.
Please acknowledge the Trust's adoption and assumption of these service
agreements by countersigning this letter where indicated below.
The adoption and assumption with respect to the agreements listed in
Exhibit A shall be effective as of the later of (i) April 16, 2004, or (ii) the
date on which this letter (including counterparts) has been signed by an officer
of the Trust and of each Predecessor Fund and acknowledged on behalf of BISYS by
a properly authorized person. The adoption and assumption with respect to the
agreements listed in Exhibit B shall be effective as of April 16, 2004, provided
this letter (including counterparts) has been signed by an officer of ▇▇▇▇▇ &
▇▇▇▇▇▇, Inc. and of Voyageur Asset Management Inc. and acknowledged on behalf of
BISYS by a properly authorized person.
Sincerely,
Tamarack Funds Trust RBC Funds, Inc.
By: ________________________ By: _________________________
Name: ______________________ Name: _______________________
Title: _____________________ Title: ______________________
Babson Enterprise Fund, Inc. Babson Enterprise II Fund, Inc.
By: ________________________ By: _________________________
Name: ______________________ Name: _______________________
Title: _____________________ Title: ______________________
Babson Value Fund, Inc. Shadow Stock Fund, Inc.
By: ________________________ By: _________________________
Name: ______________________ Name: _______________________
Title: _____________________ Title: ______________________
▇.▇. ▇▇▇▇▇▇ Tax-Free Income Fund, Inc. J&B Fund, Inc.
By: ________________________ By: _________________________
Name: ______________________ Name: _______________________
Title: _____________________ Title: ______________________
Great Hall Investment Funds, Inc. ▇▇▇▇▇ & ▇▇▇▇▇▇, Inc.
By: ________________________ By: _________________________
Name: ______________________ Name: _______________________
Title: _____________________ Title: ______________________
Voyageur Asset Management Inc.
By: ________________________
Name: ______________________
Title: _____________________
Acknowledged on behalf of BISYS Fund Services Ohio, Inc.:
By: ________________________
Name:
Title:
Acknowledged on behalf of BISYS Fund Services Limited Partnership:
By: ________________________
Name:
Title:
Acknowledged on behalf of BISYS Plan Service, L.P.:
By: _________________________
Name:
Title:
EXHIBIT A
LIST OF FUNDS AND FUND AGREEMENTS BISYS
---------------------------------------
PREDECESSOR FUND SUCCESSOR FUND
---------------- --------------
RBC FUNDS, INC.
---------------
Large Cap Equity Fund Large Cap Equity Fund
Mid Cap Equity Fund Mid Cap Equity Fund
Small Cap Equity Fund Small Cap Equity Fund
Government Income Fund Government Income Fund
Quality Income Fund Quality Fixed Income Fund
North Carolina Tax-Free Bond Fund North Carolina Tax-Free Bond Fund
BABSON ENTERPRISE FUND, INC. Enterprise Fund
----------------------------
BABSON ENTERPRISE FUND II, INC. Enterprise Small Cap Fund
-------------------------------
SHADOW STOCK FUND, INC. Microcap Value Fund
-----------------------
BABSON VALUE FUND, INC. Value Fund
-----------------------
▇.▇. ▇▇▇▇▇▇ TAX-FREE INCOME FUND, INC. Tax-Free Income Fund
--------------------------------------
J&B FUNDS
---------
J&B Small-Cap International Fund Small Cap International Fund
GREAT HALL INVESTMENT FUNDS, INC.
---------------------------------
Series A -
Prime Money Market Fund Prime Money Market Fund
Series B -
U.S. Government Money Market Fund U.S. Government Money Market Fund
Series C -
Tax-Free Money Market Fund Tax-Free Money Market Fund
Series F -
Institutional Prime Money Market Fund Institutional Prime Money Market Fund
Series G -
Institutional Tax-Free Money Market Institutional Tax-Free Money Market
Fund Fund
AGREEMENTS
----------
Fund Accounting Agreement between BISYS Fund Services Ohio, Inc. and RBC
Funds Inc. (f/k/a Centura Funds, Inc.) dated January 1, 1999, as amended.
Limited Agency Agreement for Qualified Plan Accounts among BISYS Fund
Services Ohio, Inc., BISYS Plan Services, L.P. and RBC Funds Inc. (f/k/a
Centura Funds, Inc.) dated February 28, 2001, as amended.
Fund Accounting Agreement between BISYS Fund Services, LP [SIC] and each of
Babson Enterprise Fund, Inc., Babson Enterprise Fund II, Inc., ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ Growth Fund, Inc., Shadow Stock Fund, Inc., Babson Value Fund, Inc.,
▇▇▇▇▇▇-▇▇▇▇▇▇▇ Ivory International Fund, Inc., ▇.▇. ▇▇▇▇▇▇ Bond Trust, ▇.▇.
▇▇▇▇▇▇ Money Market Fund, Inc., ▇.▇. ▇▇▇▇▇▇ Tax-Free Income Fund, Inc. and
J&B Funds, dated May 30, 2003, as amended to add Great Hall Investment Funds
Inc. as of July 31, 2003. (N.B., to the extent this Agreement applies to
Investors ▇▇▇▇ Series Fund, Inc. ("Investors ▇▇▇▇") it shall remain intact
between BISYS and Investors ▇▇▇▇.)
Transfer Agency Agreement between BISYS Fund Services Ohio, Inc. and Great
Hall Investment Funds Inc. dated July 31, 2003, as amended.
EXHIBIT B
SUB-ADMINISTRATION AGREEMENTS
-----------------------------
Sub-Administration Agreement between BISYS Fund Services Ohio, Inc. (N.B.,
to the extent this Agreement applies to Investors ▇▇▇▇ Series Fund, Inc.
("Investors ▇▇▇▇") it shall remain intact between BISYS and Investors ▇▇▇▇.)
AFFECTED PREDECESSOR FUNDS SUCCESSOR SERIES OF TAMARACK
-------------------------- ----------------------------
Babson Enterprise Fund, Inc. Tamarack Enterprise Fund
Babson Enterprise II Fund, Inc. Tamarack Enterprise Small Cap Fund
Shadow Stock Fund, Inc. Tamarack Microcap Value Fund
Babson Value Fund, Inc. Tamarack Value Fund
▇.▇. ▇▇▇▇▇▇ Tax-Free Income Fund, Inc. Tamarack Tax-Free Income Fund
J&B Funds, but only with regard to
J&B Small Cap International Fund Tamarack Small Cap International Fund