EXHIBIT (h)(5)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 24th day of January,
2006 by and between M FUND, INC., a Maryland corporation (the "Fund") on behalf
of its series Xxxxxxx International Equity Fund, Xxxxxx Core Growth Fund,
Frontier Capital Appreciation Fund, and Business Opportunity Value Fund (each, a
"Portfolio"), and M FINANCIAL INVESTMENT ADVISERS, INC., a Colorado corporation
(the "Adviser"), with respect to the following:
WHEREAS, the Adviser serves as the Investment Adviser to each Portfolio
pursuant to an Investment Advisory Agreement between the Company on behalf of
each Portfolio and the Adviser, dated September 1, 2001; and
WHEREAS, the Adviser has voluntarily agreed to pay any operating expenses
(other than advisory fees, brokerage or other portfolio transaction expenses or
expenses for litigation, indemnification, taxes or other extraordinary expenses)
exceeding 0.25% of that Portfolio's annualized average daily net assets; and
WHEREAS, the Fund and the Adviser desire to formalize this voluntary fee
waiver and expense reimbursement arrangement for the period beginning May 1,
2006 through April 30, 2007.
NOW, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
1. The Adviser agrees to waive or reimburse operating expenses (other than
advisory fees, brokerage or other portfolio transaction expenses or
expenses for litigation, indemnification, taxes or other extraordinary
expenses) for the period from May 1, 2006 to April 30, 2007, to the extent
that they exceed 0.25% of a Portfolio's annualized average daily net
assets.
2. Upon the termination of any Investment Advisory Agreement as to any
Portfolio, this Agreement will automatically terminate as to that
Portfolio.
3. Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of
the Investment Company Act of 1940 (the "1940 Act") will be resolved by
reference to that term or provision of the 1940 Act and to interpretations
thereof, if any, by the United States courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission ("SEC") issued pursuant to the 1940
Act. In addition, if the effect of a requirement of the 1940 Act reflected
in any provision of this Agreement is revised by rule, regulation or order
of the SEC, that provision will be deemed to incorporate the effect of that
rule, regulation or order. Otherwise, the
provisions of this Agreement will be interpreted in accordance with the
substantive laws of Maryland.
4. This expense cap may be changed at any time after April 30, 2007 and does
not apply to advisory fees, brokerage or other portfolio transaction
expenses or expenses for litigation, indemnification, taxes or other
extraordinary expenses.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers as of the day and year first above
written.
M FUND, INC.
Attest: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
M FINANCIAL INVESTMENT ADVISERS, INC.
Attest: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
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