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 effective March 1, 2011 among M Financial Investment Advisers, Inc., a Colorado corporation (the “Adviser”) and M Fund, Inc. a Maryland corporation (the “Fund” and with the Adviser, the “Parties”).
RECITALS
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A. The Parties entered into an Investment Advisory Agreement dated September 1, 2001, as amended (the “Agreement”).
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B. The Parties desire to amend the Agreement to revise the fee schedule set forth on Schedule A to the Agreement as a result of replacing the sub-adviser to the M International Equity Fund.
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AGREEMENT
1.
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Amendment. Schedule A is amended to read in its entirety to as set forth in Schedule A to this Amendment.
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2. Other Provisions. The provisions of the Agreement that are not amended or deleted 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 of 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.
M FINANCIAL ADVISERS, INC.
/s/ XxXxxx Xxxxxxxxx
By: XxXxxx Xxxxxxxxx, President
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M FUND, INC.
/s/ XxXxxx Xxxxxxxxx
By: XxXxxx Xxxxxxxxx, President
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Schedule A
to the
Investment Advisory Agreement
between
M Fund, Inc.
and
M Financial Investment Advisers, Inc.
Pursuant to Section 5, the Fund shall pay the Adviser compensation at an effective annual rate as follows:
Name of PortfolioAnnual Rate of Compensation
M International Equity Fund0.70%
M Large Cap Growth Fund 0.50% on the first $50 million
0.45% on the next $50 million
0.40% on all assets thereafter
M Capital Appreciation Fund0.90%
M Business Opportunity Value Fund0.65% of first $50 million
0.60% of next $50 million
0.55% of next $100 million
0.50% on all assets thereafter