AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Sub-Item
77Q(1)(e)(1)
AMENDMENT
TO INVESTMENT ADVISORY AGREEMENT
This
Amendment (the “Amendment”) is made and entered into October 12, 2009 among M
Fund, Inc., a Maryland corporation (the “Fund”) and M Financial Investment
Advisers, Inc., a Colorado corporation (the “Adviser;” and with the Fund, the
“Parties”).
RECITALS
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A. The
parties entered into an Investment Advisory Agreement dated September 1,
2001 (the “Agreement”).
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B. The
parties desire to replace Xxxxxx Investment Partners, Inc. with DSM
Capital Partners LLC as the sub-adviser to the Xxxxxx Core Growth
Fund.
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C.
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As
a result of the change in sub-adviser, the name of the Xxxxxx Core Growth
Fund will be changed to the M Large Cap Growth Fund and the sub-advisory
fees for such Portfolio will
increase.
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D. The
parties desire to amend the Agreement to provide for these
changes.
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AGREEMENT
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1.
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Amendment.
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a.
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The
reference to the “Xxxxxx Core Growth Fund” in the third recital of the
Agreement should be replaced with “M Large Cap Growth
Fund.”
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b.
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The
reference to the “Xxxxxx Core Growth Fund” on Schedule A should be
replaced with “M Large Cap Growth Fund” and the corresponding Annual Rate
of Compensation of “0.45%” should be replaced
with:
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0.65%
of the first $50 million
0.60%
of the next $50 million
0.55%
of amounts in excess of $100 million
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2. Other
Provisions. The provisions of the Agreement that are not
amended by this Amendment remain unchanged and in full force and
effect.
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3.
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Defined
Terms. All capitalized terms used, but not defined in this
Amendment, have the definitions given them in the
Agreement.
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4. Signatures. This
Amendment may be signed in counterparts. A fax or portable
document format (pdf) transmission of a signature page will be considered
an original signature page. At the request of a party, the
other party will confirm a fax- or pdf-transmitted signature page by
delivering an original signature page to the requesting
party.
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[This
space is intentionally blank.]
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The
Parties have caused this AMENDMENT TO ADVISORY AGREEMENT to be executed by their
duly authorized officers as of the day and year first written
above.
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M
FUND, INC.
/s/
Xxxxxx Xxxxx
By: Xxxxxx
Xxxxx, President
M
FINANCIAL ADVISERS, INC.
/s/
Xxxxxx Xxxxx
By: Xxxxxx
Xxxxx, President
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