Exhibit 9(B)
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Administration Agreement between M Fund, Inc. and
Investors Bank & Trust Company
ADMINISTRATION AGREEMENT
Between
M FUND, INC.
and
INVESTORS BANK & TRUST COMPANY
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made as of ____________, 1995 by and
between M FUND, INC., a corporation organized under the laws of Maryland (the
"Fund"), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company
("Investors Bank").
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
currently consisting of four separate portfolios; and
WHEREAS, the Fund desires to retain Investors Bank to render certain
administrative services to the Fund and Investors Bank is willing to render such
services;
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Investors Bank to act as
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Administrator of the Fund on the terms set forth in this Agreement. Investors
Bank accepts such appointment and agrees to render the services herein set forth
for the compensation herein provided.
2. Delivery of Documents. The Fund has furnished or will furnish
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Investors Bank with copies properly certified or authenticated of each of the
following:
(a) Resolutions of the Fund's Board of Directors authorizing the
appointment of Investors Bank to provide certain administrative services to the
Fund and approving this Agreement;
(b) The Fund's incorporating documents as filed with the state of Maryland
all amendments thereto (the "Articles");
(c) The Fund's by-laws and all amendments thereto (the "By-Laws");
(d) The Fund's agreements with all service providers which include any
investment advisory agreements, sub-investment advisory agreements, custody
agreements, distribution agreements and transfer agency agreements
(collectively, the "Agreements");
(e) The Fund's most recent Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act and all amendments thereto; and
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(f) The Fund's most recent prospectus and statement of additional
information (the "Prospectus");
(g) Participation Agreements entered into by the Fund; and
(h) Such other certificates, documents or opinions as may mutually be
deemed necessary or appropriate for Investors Bank in the proper performance of
its duties hereunder.
The Fund will immediately furnish Investors Bank with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, the Fund will notify Investors Bank as soon as possible
of any matter materially affecting the performance of Investors Bank of its
services under this Agreement.
3. Duties of Administrator. Subject to the supervision and direction of
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the Board of Directors of the Fund, Investors Bank, as Administrator, will
assist in supervising various aspects of the Fund's administrative operations
and undertakes to perform the following specific services:
(a) Maintaining office facilities (which may be in the offices of
Investors Bank or a corporate affiliate);
(b) Furnishing internal executive and administrative services and clerical
services;
(c) Furnishing corporate secretarial services including preparation and
distribution of materials for Board of Directors meetings;
(d) Accumulating information for and, subject to approval by the Fund's
treasurer and legal counsel, coordination of the preparation, filing, printing
and dissemination of reports to the Fund's shareholders of record and the SEC
including, but not necessarily limited to, post-effective amendments to the
Fund's registration statement, annual reports, semiannual reports, Form N-SAR,
24f-2 notices and proxy material;
(e) Participating in the preparation and filing of various reports or
other documents required by federal, state and other applicable laws and
regulations, other than those filed or required to be filed by the Fund's
investment adviser or transfer agent;
(f) Coordinating the preparation and filing of the Fund's tax returns;
(g) Other services as may be detailed as an appendix to this Agreement.
In performing all services under this Agreement, Investors Bank shall act
in conformity with the Fund's Articles and By-Laws and the 1940 Act, as the same
may be amended from time to time; and the investment objectives, investment
policies and other practices and policies set forth in the Fund's Registration
Statement, and in conformity with the Purchase and Redemption Procedures set
forth in Appendix I attached hereto, as the same may be amended from time to
time. Notwithstanding any item discussed herein, Investors Bank has no
discretion over the
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Fund's assets or choice of investments and cannot be held liable for any problem
relating to such investments.
4. Fees and Expenses.
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(a) For the services to be rendered and the facilities to be furnished by
Investors Bank, as provided for in this Agreement, the Fund will compensate
Investors Bank in accordance with the fee schedule attached hereto. Such fees
do not include out-of-pocket disbursements (as delineated on the fee schedule or
other expenses with the prior approval of the Fund's management) of the
Administrator for which the Administrator shall be entitled to xxxx separately.
(b) Investors Bank shall not be required to pay any expenses incurred by
the Fund.
5. Limitation of Liability.
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(a) Investors Bank, its directors, officers, employees and agents 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 performance of its obligations and
duties under this Agreement, except a loss resulting from willful misfeasance,
bad faith or gross negligence in the performance of such obligations and duties,
or by reason of its reckless disregard thereof. The Fund will indemnify
Investors Bank, its directors, officers, employees and agents against and hold
it and them harmless from any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting from any
claim, demand, action or suit arising out of this Agreement and not resulting
from the willful misfeasance, bad faith or gross negligence of Investors Bank in
the performance of such obligations or duties or by reason of its reckless
disregard thereof.
(b) Investors Bank may apply to the Fund at any time for instructions and
may consult counsel for the Fund, or counsel of its own selection and approved
by the Fund which approval may not be unreasonably withheld, and with
accountants with respect to any matter arising in connection with its duties
hereunder, and Investors Bank shall not be liable or accountable for any action
taken or omitted by it in good faith in accordance with such instruction, or
with the opinion of such counsel or accountants. Investors Bank shall be
protected in acting upon any document, certificate or instrument which it
reasonably believes to be genuine and to be signed or presented by the proper
person or persons. Investors Bank shall not be held to have notice of any
change of authority of any officers, employees, or agents of the Fund until
receipt of written notice thereof has been received from the Fund.
6. Termination of Agreement.
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(a) This Agreement shall become effective on the date hereof and shall
remain in force unless terminated pursuant to the provisions of subsection (b)
of this Section 6, provided however that Section 5 shall survive the
termination of the Agreement.
(b) This Agreement may be terminated at any time without payment of any
penalty, upon 60 days written notice, by the Fund, or by Investors Bank.
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7. Miscellaneous.
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(a) Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Fund or Investors Bank shall be sufficiently given
if addressed to that party and received by it at its office set forth below or
at such other place as it may from time to time designate in writing.
To the Fund: M Fund, Inc.
River Park Center
000 X. X. Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Attention: President
To Investors Bank: Investors Bank & Trust Company
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Counsel
(b) This Agreement shall extend to and shall be binding upon the parties
hereto and their respective successors and assigns; provided, however, that this
Agreement shall not be assignable without the written consent of the other
party.
(c) This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
(d) This Agreement may be executed in any number of counterparts each
of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.
8. Confidentiality. All books, records, information and data pertaining
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to the business of the other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person, except
as may be required in the performance of duties hereunder or as otherwise
required by law.
9. Use of Name. The Fund shall not use the name of Investors Bank or any
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of its affiliates in any prospectus, sales literature or other material relating
to the Fund in a manner not approved by the Bank prior thereto in writing;
provided however, that the approval of the Bank shall not be required for any
use of its name which merely refers in accurate and factual terms to its
appointment hereunder or which is required by the Securities and Exchange
Commission or any
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state securities authority or any other appropriate regulatory, governmental or
judicial authority; provided further, that in no event shall such approval be
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unreasonably withheld or delayed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
M Fund, Inc.
By:
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Name:
Title:
ATTEST:
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Investors Bank & Trust Company
By:
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Name:
Title:
ATTEST:
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Date:
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