Exhibit 9(a)
ADMINISTRATION AGREEMENT
JULY 23, 1996
Sierra Fund Administration Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The Sierra Asset Management Portfolios (the "Trust"), a business trust
organized under the laws of the Commonwealth of Massachusetts, confirms its
agreements with Sierra Fund Administration Corporation ("Sierra
Administration"), a corporation organized under the laws of the State of
California, regarding administration services to be provided by Sierra
Administration in connection with each of the investment portfolios offered from
time to time by the Trust (individually, a "Portfolio" and together, the
"Portfolios"). Sierra Administration agrees to provide services upon the
following terms and conditions:
1. Investment Description; Appointment
-----------------------------------
The Trust desires to employ the Trust's capital by investing and
reinvesting (a) in investments of the kind and in accordance with the
limitations specified in (i) the Trust's Agreement and Declaration of Trust
dated March 26, 1996, as amended (the "Trust Agreement"), and (ii) the
prospectus(es) (the "Prospectus") and statement(s) of additional information
(the "Statement") relating to the Portfolios contained in the Trust's
Registration Statement on Form N-1A filed with the Securities and Exchange
Commission (the "Registration Statement") and (b) in such manner and to such
extent as may from time to time be approved by the Trust's Board of Trustees.
Copies of the Prospectus, the Statement and the Trust Agreement have been
submitted to Sierra Administration. The Trust desires to employ and hereby
appoints Sierra Administration to act as the Portfolios' administrator. Sierra
Administration accepts this appointment and agrees to furnish the services
described herein for the compensation set forth below.
2. Services as Administrator
-------------------------
Subject to the supervision and direction of the Board of Trustees of
the Trust, Sierra Administration is responsible for all administrative functions
with respect to the Trust and will (a) assist in supervising all aspects of the
operations of the Trust except those performed by the Trust's investment adviser
under its investment advisory agreement; (b) supply the Trust with office
facilities (which may be in Sierra Administration's own offices), statistical
and research data, data processing services, clerical, accounting and
bookkeeping services (including, but not limited to, the calculation of (i) the
net asset values of shares of the Trust, (ii) distribution fees), internal
auditing and legal services, internal executive and administrative services, and
stationary and office supplies; (c) prepare reports to the Trust's shareholders
and materials for the Board of Trustees of the Trust; (d) prepare tax returns
and reports to and filings with the Securities and Exchange Commission and state
Blue Sky authorities; (e) cooperate with the Trust's transfer agent for the
purpose of establishing the implementing procedures to ensure that the Trust's
transfer agency and shareholder relations functions are efficiently carried out;
and (f) provide such other similar services as the Trust may reasonably request
to the extent permitted under application statutes, rules and regulations. The
services to be performed by Sierra Administration hereunder may be delegated by
it, in whole or in part, to one or more sub-administrators provided that any
delegation of duties to a sub-administrator shall not relieve Sierra
Administration of its responsibilities hereunder. Notwithstanding anything to
the contrary in this Agreement, Sierra Administration shall not be responsible
for the performance of any duties which are required to be performed by the
Trust's transfer agent.
3. Compensation
------------
(a) In consideration of services rendered pursuant to this Agreement,
the Trust will pay Sierra Administration on the first business day of each month
a fee for the previous month at an annual rate of 0.50% of the average daily net
assets of each Portfolio; out of which fee Sierra Administration shall pay
expenses as described in Section 4 including, without limitation, fees to any
sub-administrator and the custodian. The fee for the period from the date of
this Agreement to the end of the first calendar month of the term of this
Agreement shall be prorated according to the proportion that such period bears
to the full monthly period.
(b) Upon any termination of this Agreement before the end of any month,
the fee for such part of a month shall be prorated according to the proportion
which such period bears to the full monthly period and shall be payable upon the
date of termination of this Agreement. For the purpose of determining fees
payable to Sierra Administration, the value of each Fund's net assets shall be
computed at the times and in the manner specified in the Prospectus and/or the
Statement relating to the Portfolio as from time to time in effect.
4. Expenses
--------
Sierra Administration will bear all expenses in connection with the
performance of its services under this Agreement, including, without limitation,
payment of the fee to any sub-administrator and custodian described in Paragraph
3 above. The Trust will bear certain other expenses to be incurred in its
operation, including: organizational expenses; taxes, interest, brokerage fees
and commissions, if any; fees of trustees of the Trust who are not officers,
directors, or employees of Sierra Investment Services Corporation, each
sub-administrator or any of their affiliates; transfer agent fees; Securities
and Exchange Commission fees and state Blue Sky qualification fees;
out-of-pocket expenses of custodians, transfer and dividend disbursing agents
and the Trust's sub-administrator and transaction charges of custodians;
insurance premiums; outside auditing and legal expenses; costs of maintenance of
the Trust's existence; costs attributable to investor services, including,
without limitation, telephone and personnel expenses; costs of preparing and
printing prospectuses and statements of additional information for regulatory
purposes and for distribution to existing shareholders; costs of shareholders'
reports and meetings of the shareholders of the Trust and of the officers or
Board of Trustees of the Trust; and any extraordinary expenses. In addition,
each Portfolio pays a distribution fee pursuant to terms of a Distribution Plan
adopted under Rule 12b-1 of the Investment Company Act of 1940, as amended (the
"1940 Act").
5. Standard of Care
----------------
Sierra Administration shall exercise its best judgment in rendering the
services listed in Paragraph 2 above. Sierra Administration shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Portfolios in connection with the matters to which this Agreement relates,
except (a) a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages shall
be limited to the period and the amount set forth in Section 36(b)(3) of the
1940 Act), or (b) a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
6. Term of Agreement
-----------------
This Agreement shall become effective as of the date set forth above
and shall continue for an initial two-year term and shall continue automatically
from year-to-year thereafter unless terminated in accordance with the following
sentence. This Agreement is terminable at any time, without penalty, on 60 days'
written notice by the Board of Trustees of the Trust, or upon 90 days' written
notice by Sierra Administration.
7. Service to Other Companies or Accounts
--------------------------------------
The Trust understands that Sierra Administration may act in the future
as administrator to other investment companies or series of investment
companies, and the Trust has no objection to Sierra Administration's so acting
in such capacity. The Trust understands that the persons employed by Sierra
Administration to assist in the performance of Sierra Administration's duties
under this Agreement will not devote their full time to such service and nothing
contained in this Agreement shall be deemed to limit or restrict the right of
Sierra Administration or any affiliate of Sierra Administration to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
8. Representations of the Trust and Sierra Administration
------------------------------------------------------
The Trust represents that (i) a copy of the Trust Agreement is on file
in the office of the Secretary of The Commonwealth of Massachusetts, (ii) the
appointment of Sierra Administration has been duly authorized and (iii) it has
acted and will continue to act in conformity with the 1940 Act and other
applicable laws. Sierra Administration represents that it is authorized to
perform the services described herein.
9. Limitation of Liability
-----------------------
The copy of the Trust Agreement is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees, officers or shareholders individually but are binding only
upon the assets and property of the Trust.
10. Entire Agreement
----------------
This Agreement constitutes the entire agreement between the parties
hereto.
11. Governing Law
-------------
This Agreement shall be governed in accordance with the laws of The
Commonwealth of Massachusetts.
If the foregoing accurately sets forth our agreement, kindly indicate
your acceptance hereof by signing and returning the enclosed copy hereof.
Very truly yours,
SIERRA ASSET MANAGEMENT PORTFOLIOS
By /s/ F. Xxxxx Xxxxxx
----------------------------------
Name: F. Xxxxx Xxxxxx
Title: President
Accepted:
SIERRA FUND ADMINISTRATION
CORPORATION
By /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer and Secretary
