Exhibit 99.CODE ETH
TAMARACK FUNDS TRUST
CODE OF ETHICS UNDER THE SARBANES-OXLEY ACT
(EFFECTIVE DATE: APRIL 16, 2004)
I. INTRODUCTION
The Board of Trustees of Tamarack Funds Trust (the "Trust") has
established this Code of Ethics (the "Code") in accordance with the
Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. This Code does
not supersede or otherwise affect the separate codes of ethics that the Trust
and its investment adviser, sub-advisers and a distributor have adopted pursuant
to Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940
Act").
This Code is designed to deter wrongdoing and promote:
1. honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest
between personal and professional relationships;
2. full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Trust
files with, or submits to, the Securities and
Exchange Commission ("SEC") and in other public
communications made by the Trust;
3. compliance with applicable governmental laws, rules,
and regulations;
4. the prompt internal reporting of violations of the
Code to an appropriate person or persons; and
5. accountability for adherence to the Code.
The Code applies to the Trust's Chief Executive Officer and Chief
Financial Officer ( "Covered Officers," each of whom is listed in Exhibit A).
For the purposes of this Code, the Compliance Officer is Martin Cramer.
II. PRINCIPLES OF HONEST AND ETHICAL CONDUCT
A. General Objectives
The Trust expects its Covered Officers to adhere to the
highest possible standards of honest and ethical conduct. All
Covered Officers are expected to handle actual or apparent
conflicts of interest between personal and professional
relationships in a manner that is above reproach, and to place
the interests of the Fund above their own personal interests.
B. Conflicts of Interest
All Covered Officers should be scrupulous in avoiding a
conflict of interest with regard to the interests of the Trust
or any of its series ("Funds"). A conflict of interest occurs
when an individual's private interest interferes in any way --
or even appears to interfere -- with the interests of the
Trust or a Fund. A conflict situation can arise when a Covered
Officer takes actions or has interests that may make it
difficult to perform his or her work for the Trust or a Fund
objectively and effectively. Conflicts of interest also
arise when a Covered Officer, or a member of his or her
family, receives improper benefits as a result of his or her
position with the Trust or a Fund, whether such benefits are
received from the Trust or a Fund or a third party. Any
conflict of interest that arises in a specific situation or
transaction must be disclosed by the Covered Officer and
resolved before taking any action.
Conflicts of interest may not always be evident, and Covered
Officers should consult with the Compliance Officer or the
Trust's legal counsel if they are uncertain about any
situation.
Examples of possible conflicts of interest include:
1. Outside Employment or Activities
Covered Officers may not engage in any outside
employment or activity that interferes with their
performance or responsibilities to the Trust or a
Fund or is otherwise in conflict with or prejudicial
to the Trust or a Fund. A Covered Officer must
disclose to the Compliance Officer any outside
employment or activity that may constitute a conflict
of interest and obtain the Compliance Officer's
approval before engaging in any such employment or
activity.
2. Gifts
Covered Officers may not accept gifts or other items
of more than de minimis value from any person or
entity that does business with or on behalf of the
Trust or a Fund.
3. Other Situations
Because other conflicts of interest may arise, it
would be impractical to attempt to list all possible
situations in this Code. If a proposed transaction or
situation raises any questions or doubts, a Covered
Officer should consult with the Compliance Officer or
the Trust's counsel before engaging in the
transaction or activity.
C. Corporate Opportunities
Covered Officers may not exploit for their own personal gain,
or for the personal gain of their family members or relatives,
opportunities that are discovered through the use of Trust
property, information, or position, unless the opportunity is
first disclosed fully in writing to the Board of Trustees and
the Board of Trustees declines to pursue such opportunity.
III. FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE IN
DISCLOSURE AND REPORTING DOCUMENTS OF THE TRUST OR A FUND
As a registered investment company, it is of critical importance that
the Trust's public communications, reports, and SEC filings contain full, fair,
accurate, timely, and understandable disclosure. Accordingly, the Trust's
Covered Officers are expected to consider it central to their roles as officers
of the Trust to promote full, fair, accurate, timely, and understandable
disclosure in the Trust's public communications and reports, and in the
documents that the Trust files with, or submits to, the SEC.
Depending on his or her position with the Trust, a Covered Officer may
be called upon to provide
A-2
necessary information to make the Trust's public reports, communications, and
SEC filings and submissions complete, fair, and understandable. The Trust
expects its Covered Officers to take this responsibility very seriously and to
provide prompt and accurate answers to inquiries related to the Trust's public
disclosure requirements. Covered Officers may be asked to certify the accuracy
of all responses and information provided for inclusion in the Trust's public
reports, communications, and SEC filings and submissions.
IV. COMPLIANCE WITH APPLICABLE GOVERNMENTAL RULES AND REGULATIONS
As a registered investment company, the Trust is subject to regulation
by the SEC and must comply with Federal securities laws and regulations, as well
as other applicable laws. The Trust insists on strict compliance with the spirit
and the letter of these laws and regulations. Each Covered Officer shall
cooperate with Trust counsel, the Trust's independent accountants, and the
Trust's other service providers with the goal of maintaining the Trust's
material compliance with applicable governmental rules and regulations.
The Trust expects its Covered Officers to comply with all laws, rules,
and regulations applicable to the Trust's operations and business. Covered
Officers should seek guidance whenever they are in doubt as to the applicability
of any law, rule, or regulation, or regarding any contemplated course of action.
Covered Officers should also make use of the various guidelines which the Trust
and its service providers have prepared on specific laws and regulations. If in
doubt on a course of action, a good guideline is "always ask first, act later"
- -- if you are unsure of what to do in any situation, seek guidance before you
act.
Upon obtaining knowledge of any material violation of any applicable
law, rule, or regulation by the Trust or a person acting with or on behalf of
the Trust, a Covered Officer shall report such violation to the Compliance
Officer, Trust counsel, or both. (See Section VI of the Code for a discussion of
reporting Code violations.) Each Covered Officer shall cooperate or take such
steps as may be necessary or appropriate to remedy any such material violation.
V. CONFIDENTIALITY
The Covered Officers must maintain the confidentiality of information
entrusted to them by the Trust, except when disclosure is authorized by Trust
counsel or required by laws or regulations. Whenever possible, Covered Officers
should consult with Trust counsel if they believe they have a legal obligation
to disclose confidential information. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the
Trust or its shareholders, if disclosed. The obligation to preserve confidential
information continues even after employment as a Covered Officer ends.
VI. PROMPT INTERNAL REPORTING OF VIOLATIONS OF THE CODE; EVALUATION OF
POSSIBLE VIOLATIONS; DETERMINATION OF SANCTIONS
A. Reporting to Compliance Officer
A Covered Officer shall promptly report knowledge of, or
information concerning, any material violation of this Code to
the Compliance Officer. Any such report shall be in writing,
and shall describe in reasonable detail the conduct that such
Covered Officer believes to have violated this Code. The
Compliance Officer shall also have the authority to draft a
report of a suspected material violation of the Code, if no
written report is made by a Covered Officer.
B. Evaluation of Reports
The Compliance Officer shall then consult with Trust counsel
to the extent necessary to determine whether the reported
conduct actually violates the Code. If it is determined that
there has been a violation of the Code, the Compliance Officer
will determine (in consultation with Trust counsel) whether
the violation has had or may have, in the reasonable judgment
of the Compliance Officer, a material adverse impact upon the
Trust or a Fund.
1. No Material Adverse Impact on the Trust or a Fund
If the Compliance Officer determines that the
violation has not caused a material adverse impact
upon the Trust or a Fund, the Compliance Officer
shall determine what sanctions, if any, may be
appropriate for the violation. (See Section VIII of
the Code for a discussion of possible sanctions.)
2. Material Adverse Impact on the Trust or a Fund
If the Compliance Officer determines that the
violation has caused a material adverse impact upon
the Trust or a Fund, the Compliance Officer shall
promptly notify the Board of such violation. The
Board shall be entitled to consult with independent
legal counsel to determine whether the violation
actually has had a material adverse impact upon the
Trust or a Fund; to formulate sanctions, if any,
appropriate for the violation; or for any other
purpose that the Board, in its business judgment,
determines to be necessary or advisable. (See Section
VIII of the Code for a discussion of possible
sanctions.)
C. Periodic Reports by Compliance Officer to Board of Trustees
The Compliance Officer shall report to Board at each regularly
scheduled Board meeting all violations of this Code (whether
or not they caused a material adverse impact upon the Trust or
a Fund) and all sanctions imposed.
VII. WAIVERS OF PROVISIONS OF THE CODE
A. Waivers
A Covered Officer may request a waiver of a provision of this
Code if there is a reasonable likelihood that a contemplated
action would be a material departure from a provision of the
Code. Waivers will not be granted except under extraordinary
or special circumstances.
The process of requesting a waiver shall consist of the
following steps:
1. The Covered Officer shall set forth a request for
waiver in writing and submit such request to the
Compliance Officer. The request shall describe the
conduct, activity, or transaction for which the
Covered Officer seeks a waiver, and shall briefly
explain the reason for engaging in the conduct,
activity, or transaction.
2. The determination with respect to the waiver shall be
made in a timely fashion by the Compliance Officer,
in consultation with Trust counsel, and submitted to
the Board for ratification.
3. The decision with respect to the waiver request shall
be documented and kept in the applicable Trust's
records for the appropriate period mandated by
applicable law or regulation.
B. Disclosure of Waivers
To the extent required by applicable law, waivers (including
"implicit waivers") shall be publicly disclosed on a timely
basis. An "implicit waiver" is defined as a Trust's failure to
take action within a reasonable period of time regarding a
material departure from a provision of the Code that has been
made known to an "executive officer" of the Trust. For this
purpose, an "executive officer" of the Trust is its President
or Chief Executive Officer, Vice President (who is in charge
of a principal policymaking function), or any other person who
performs similar policymaking functions for the Trust or a
Fund. For the purpose of determining whether an "implicit
waiver" has occurred, if a material departure from a provision
of the Code is known only by the Covered Officer who has
caused the material departure, the material departure will not
be considered to have been made known to an executive officer
of the Trust.
VIII. ACCOUNTABILITY FOR ADHERENCE TO THE CODE
The matters covered in this Code are of the utmost importance to the
Trust and its shareholders, and are essential to the Trust's ability to conduct
its business in accordance with its stated values. Covered Officers are expected
to adhere to these rules in carrying out their duties for the Trust.
The Trust will, if appropriate, take action against any of its Covered
Officers whose actions are found to violate this Code. Sanctions for violations
of the Code may include, among other things, a requirement that the violator
undergo training related to the violation, a letter of sanction, the imposition
of a monetary penalty, and/or suspension or termination of the employment of the
violator. Where the Trust has suffered a loss because of violations of this Code
or applicable laws, regulations, or rules, it may pursue its remedies against
the individuals or entities responsible.
IX. RECORDKEEPING
A. General
The Trust requires accurate recording and reporting of
information in order to make responsible business decisions.
The Trust's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately
reflect the transactions of the Trust and each Fund, and must
conform both to applicable legal requirements and to the
Trust's system of internal controls.
B. Code of Ethics Records
A copy of this Code, any amendments hereto, and any reports or
other records created in relation to waivers of or amendments
to provisions of this Code shall be kept as records of the
Trust for six years from the end of the fiscal year in which
such document was created. Such records shall be furnished to
the SEC or its staff upon request.
X. AMENDMENTS TO THE CODE
The Covered Officers and the Compliance Officer are encouraged to
recommend improvements
to this Code to the Board of Trustees. A Fund's Board may amend the Code in its
discretion. In connection with any amendment to the Code, the Compliance Officer
shall prepare a brief description of the amendment, in order that this
description may be disclosed in accordance with applicable law and regulations.
EXHIBIT A
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COVERED OFFICERS
Chief Executive Officer Chief Financial Officer
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Jennifer Lammers Christopher Tomas
A-7