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Exhibit (9)(p)
ADMINISTRATION AGREEMENT
JULY 1, 1996
Sierra Fund Administration Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The Sierra Trust Funds (the "Company"), 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 funds offered from time to time by the Company
(individually, a "Fund" and together, the "Funds"). Sierra Administration
agrees to provide services upon the following terms and conditions:
1. Investment Description; Appointment
The Company desires to employ the Company's capital by investing and
reinvesting (a) in investments of the kind and in accordance with the
limitations specified in (i) the Company's Master Trust Agreement dated
February 22, 1989, as amended from time to time (the "Trust Agreement"), and
(ii) the prospectuses (individually, a "Prospectus" and together, the
"Prospectuses") and statement of additional information (the "Statement")
relating to the Funds contained in the Company'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 Company's Board of Trustees. Copies of the Prospectuses,
the Statement and the Trust Agreement have been submitted to Sierra
Administration. The Company desires to employ and hereby appoints Sierra
Administration to act as the Funds' 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 Company, Sierra Administration is responsible for all administrative
functions with respect to the Company and will (a) assist in supervising all
aspects of the operations of the Company except those performed by the
Company's investment adviser and sub-advisers under their respective investment
advisory and sub-advisory agreements; (b) supply the Company 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 Company, (ii) applicable contingent deferred
sales charges and (iii)
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distribution fees), internal auditing and legal services, internal executive
and administrative services, and stationery and office supplies; (c) prepare
reports to the Company's shareholders and materials for the Board of Trustees
of the Company; (d) prepare tax returns and reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities; (e)
cooperate with the Company's transfer agent for the purpose of establishing and
implementing procedures to ensure that the Company's transfer agency and
shareholder relations functions are efficiently carried out; and (f) provide
such other similar services as the Company 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 a sub-administrator provided that any delegation of duties
to the 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 Company's transfer
agent.
3. Compensation
(a) In consideration of services rendered pursuant to this
Agreement, the Company will pay Sierra Administration on the first business day
of each month a fee for the previous month at an annual rate of: (i) 0.30% of
the average daily net assets of the Company's Global Money Fund, U.S. Money
Fund and California Money Fund, and (ii) 0.35% of the average daily net assets
of the other Funds of the Company; out of which fee Sierra Administration shall
pay expenses as described in Section 5 including, without limitation, fees to
the sub-administrator, the custodian, and transfer agent. 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 Fund 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 the sub-administrator and custodian described
in Paragraph 4 above. The Company 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
Company who are not officers, directors, or employees of Sierra Investment
Advisors Corporation, each Fund's sub-advisor or sub-administrator or any of
their affiliates; Securities and Exchange Commission fees and state Blue Sky
qualification fees; out-of-pocket expenses of custodians, transfer and
dividend
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disbursing agents and the Company's sub-administrator and transaction charges
of custodians; insurance premiums; outside auditing and legal expenses; costs
of maintenance of the Company'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 Company and of the officers or Board of Trustees of the Company; and any
extraordinary expenses. In addition, each Fund 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 Fund 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 Company, or
upon 90 days' written notice by Sierra Administration.
7. Service to Other Companies or Accounts
The Company understands that Sierra Administration may act in the
future as administrator to other investment companies or series of investment
companies, and the Company has no objection to Sierra Administration's so
acting in such capacity. The Company 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.
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8. Representations of the Company and Sierra Administration
The Company 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 Company 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 Company.
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 TRUST FUNDS
By /s/ F. Xxxxx Xxxxxx
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Name: F. Xxxxx Xxxxxx
Title: Chairman and President
Accepted:
SIERRA FUND ADMINISTRATION
CORPORATION
By /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer, Treasurer
and Secretary
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