Sub-Item 77Q(1)(e)(2)
Sub-Item
77Q(1)(e)(2)
M FUND, INC.
For The
M LARGE CAP GROWTH
FUND
|
WO
810726.1
|
THIS AGREEMENT made and entered into
this 12th day of October, 2009, by and between M Financial Investment Advisers,
Inc., a corporation organized and existing under the laws of the State of
Colorado (the "Adviser"), and DSM Capital Partners, LLC, a limited liability
company organized and existing under the laws of the State of Delaware (the
"Sub-Adviser").
WHEREAS, M Fund, Inc., a Maryland
corporation (the "Fund"), is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and is a series fund with a number of portfolios; and
WHEREAS, the Adviser is registered as
an investment adviser pursuant to the Investment Advisers Act of 1940 (the
“Advisers Act”).
WHEREAS, the Adviser has entered or
will enter into an Investment Advisory Agreement (the "Advisory Agreement") with
the Fund, pursuant to which the Adviser will act as investment adviser to the M
Large Cap Growth Fund portfolio of the Fund (the "Portfolio"), which is a series
of the Fund; and
WHEREAS, the Adviser, with the approval
of the Fund, desires to retain the Sub-Adviser to provide investment advisory
services to the Adviser in connection with the management of the Portfolio,
and the Sub-Adviser is willing to render such investment advisory
services.
WHEREAS, the Sub-Adviser is registered
as an investment adviser pursuant to the Advisers Act.
NOW, THEREFORE, in consideration of
mutual covenants herein contained, the parties hereto agree as
follows:
|
1.
|
Duties
of the Sub-Adviser. Subject to supervision by the Adviser and
the Fund's Board of Directors (the “Board), the Sub-Adviser shall manage
the investment operations of the Portfolio and the composition of the
Portfolio, including the purchase, retention and disposition of
securities and other assets, in accordance with the Portfolio's
investment objectives, policies and restrictions as stated in the
Portfolio's prospectus and statement of additional information,
as currently in effect and as amended or supplemented from time to time
(referred to collectively as the "Prospectus"), and subject to the
following:
|
|
|
(a)
|
The
Sub-Adviser shall provide supervision of the Portfolio's investments and
determine from time to time what investments and securities will be
purchased, retained or sold by the Portfolio, and what portion of the
assets will be invested or held uninvested in
cash.
|
|
|
(b)
|
In
the performance of its duties and obligations under this Agreement, the
Sub-Adviser shall act in conformity with the Fund's Articles of
Incorporation and Bylaws (as such terms are defined herein)
and the Prospectus and with the instructions and directions of the Adviser
and of the Board and will conform to and comply with the requirements
of the 1940 Act, the Internal Revenue Code (the “Code”) of 1986, and all
other applicable federal and state laws and regulations, as each is
amended from time to time.
|
|
|
(c)
|
The
Sub-Adviser shall determine the securities to be purchased or sold by the
Portfolio and will place orders with or through such persons, brokers or
dealers to carry out the policy with respect to brokerage set forth
in the Portfolio's Registration Statement (as defined herein) and
Prospectus or as the Board of Directors or the Adviser may direct from
time to time, in conformity with federal securities
laws. In executing Portfolio transactions and selecting
brokers or dealers, the Sub-Adviser will use its best efforts to seek on
behalf of the Portfolio the best overall terms available. In
assessing the best overall terms available for any transaction, the
Sub-Adviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of
the broker or dealer, and the reasonableness of the commission,
if any, both for the specific transaction and on a continuing
basis. In evaluating the best overall terms available, and in
selecting the broker-dealer to execute a particular transaction, the
Sub-Adviser may also consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) provided to the Portfolio and/or other accounts
over which the Sub-Adviser or an affiliate of the Sub-Adviser may exercise
investment discretion. The Sub-Adviser is authorized,
subject to compliance with said Section 28(e), to pay to a broker or
dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have charged
for effecting that transaction if, but only if, the Sub-Adviser determines
in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or
dealer -- viewed in terms of that particular transaction or in terms of
the overall responsibilities of the Sub-Adviser to the
Portfolio. The Sub-Adviser shall certify quarterly to the Fund
as to the Sub-Adviser’s compliance with Section 28(e). In
addition, the Sub-Adviser is authorized to allocate purchase and sale
orders for the Portfolio's portfolio securities to brokers or dealers
(including brokers and dealers that are affiliated with the Sub-Adviser)
to take into account the sale of variable contracts investing through
separate accounts in the Fund if the Sub-Adviser believes that the quality
of the transactions and the commission are comparable to what they would
be with other qualified firms. In no instance,
however, will any Portfolio's securities be purchased from or sold to
the Sub-Adviser, the Adviser, or any affiliated person of either the
Fund, the Sub-Adviser or the Adviser, acting as principal in the
transaction, except to the extent permitted by the Securities and Exchange
Commission ("SEC") and the 1940
Act.
|
|
|
(d)
|
The
Sub-Adviser shall maintain all books and records with respect to the
Portfolio's portfolio transactions required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act
and shall render to the Adviser or Board such periodic and special reports
as the Adviser or Board may reasonably
request.
|
|
|
The
Sub-Adviser shall keep the Portfolio's books and records required to be
maintained by the Sub-Adviser under this Agreement and shall timely
furnish to the Adviser all information relating to the Sub-Adviser's
services under this Agreement needed by the Adviser to keep the other
books and records of the Portfolio required by Rule 31a-1 under the 1940
Act. The Sub-Adviser shall also furnish to the Adviser any
other information that is required to be filed by the Adviser or the Fund
with the SEC or sent to shareholders under the 1940 Act (including
the rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Fund obtains from the SEC. The Sub-Adviser
agrees that all records that it maintains on behalf of the Portfolio are
the property of the Portfolio and the Sub-Adviser will surrender promptly
to the Portfolio any of such records upon the Portfolio's request;
provided, however, that the Sub-Adviser may retain a copy of such
records. In addition, for the duration of this Agreement, the
Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any such records as are required to be maintained by it
pursuant to this Agreement, and shall transfer said records to
any successor Sub-Adviser upon the termination of this Agreement (or, if
there is no successor Sub-Adviser, to the
Adviser).
|
|
|
(e)
|
The
Sub-Adviser shall provide the Portfolio's custodian on each business day
with information relating to all transactions concerning the Portfolio's
assets and shall provide the Adviser with such information upon request of
the Adviser.
|
|
|
(f)
|
The
Sub-Adviser shall cooperate with the Adviser, its representatives, and any
third party retained thereby upon the Adviser's exercise of its right,
granted hereby, to compel an audit of the Portfolio's financial records,
examine records of the Portfolio's portfolio transactions, and/or
make a copy of such records.
|
|
|
(g)
|
The
investment management services provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive and the Sub-Adviser shall be free
to render similar services to others, as long as such services do not
impair the services rendered to the Adviser or the
Fund.
|
|
|
(h)
|
The
Sub-Adviser shall promptly notify the Adviser of any material financial
condition affecting the Sub-Adviser that is likely to impair the
Sub-Adviser’s ability to fulfill its commitments under this
Agreement
|
|
|
(i)
|
Unless
the Adviser advises the Sub-Adviser in writing that the right to vote
proxies has been expressly reserved to the Adviser or otherwise delegated
to another party, the Sub-Adviser shall exercise voting rights incident to
any securities held in the Portfolio without consultation with the
Adviser, provided that the Sub-Adviser will follow any written
instructions received from the Adviser with respect to voting as to
particular issues. The Sub-Adviser shall further respond to all
corporate action matters incident to the securities held in the Portfolio
including, without limitation, proofs of claim in bankruptcy and class
action cases and shelf registrations. The Sub-Adviser shall
provide to the Adviser the Portfolio’s proxy voting record as may be
required to comply with all applicable regulatory disclosure and filing
requirements. The Sub-Advisor may sub-contract proxy voting and
reporting services to Risk Metrics Group or a comparably recognized proxy
voting service.
|
|
|
(j)
|
The
Sub-Adviser shall timely provide such information and data as may be
reasonably requested by the Adviser regarding the Sub-Adviser’s management
of the Portfolio’s assets, including, but not limited to, semiannual
written Portfolio manager commentary and analysis, portfolio holdings and
positions, and country and industry diversification
tables.
|
|
(k)
|
The
Sub-Adviser shall provide to the Adviser in a timely manner, such
information as is needed by the Fund to properly prepare registration
statements, proxy statements, and other documents required by SEC rules
and regulations, including but not limited to information required by
Items 5(a), 14, and 15 of SEC Registration Statement Form
N-1A. The Sub-Adviser shall promptly, but in any event within
five business days, inform the Adviser of any material change in such
information.
|
|
(l)
|
The
Sub-Adviser shall furnish the Adviser with any further documents,
materials or information that Adviser may reasonably request to enable it
to perform its duties pursuant to this
Agreement.
|
|
|
Services
to be furnished by the Sub-Adviser under this Agreement may be furnished
through the medium of any of the Sub-Adviser's partners, officers or
employees.
|
|
2.
|
Duties
of the Adviser. The Adviser shall continue to have
responsibility for all services to be provided to the Portfolio pursuant
to the Advisory Agreement and shall oversee and review the Sub-Adviser's
performance of its duties under this
Agreement.
|
|
3.
|
Delivery
of Documents. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following
documents:
|
|
|
(a)
|
The
Fund's Articles of Incorporation, as filed with the Secretary of State of
the State of Maryland (such Articles of Incorporation, as in effect on the
date of this Agreement and as amended from time to time, are herein called
the "Articles of Incorporation");
|
|
|
(b)
|
Bylaws
of the Fund (such Bylaws, as in effect on the date of this Agreement and
as amended from time to time, are herein called the "Bylaws");
and
|
|
|
(c)
|
The
SEC Registration Statement for the Fund (the “Registration
Statement”)
|
The
Adviser shall furnish the Sub-Adviser with any further documents, materials or
information that Sub-Adviser may reasonably request to enable it to perform its
duties pursuant to this Agreement.
|
4.
|
Compensation
of the Sub-Adviser. For the services to be provided by the
Sub-Adviser pursuant to this Agreement, the Adviser shall pay to the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee at the rates specified in Schedule A, which
is attached hereto and made part of this Agreement. The fee
shall be calculated by applying a daily rate, based on the annual
percentage rates as specified in Schedule A, to the average daily net
assets of the Portfolio and shall be paid to the Sub-Adviser
quarterly. The Sub-Adviser may, in its discretion and from time
to time, waive all or a portion of its
fee.
|
|
5.
|
Limitation
of Liability of the Sub-Adviser. The Sub-Adviser shall not be
liable for any error of judgment or for any loss suffered by the Portfolio
or the Adviser in connection with performance of the Sub-Adviser's
obligations under this Agreement, except 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 a
loss resulting from willful misfeasance, bad faith or gross negligence on
the Sub-Adviser's part in the performance of its duties or from reckless
disregard of its obligations and duties under this Agreement, except as
may otherwise be provided under provisions of applicable state law
which cannot be waived or modified hereby. This provision
shall survive termination of this
Agreement.
|
|
|
Adviser
shall reimburse, indemnify, and hold harmless Sub-Adviser, individually
and as sub-adviser, of and from any and all expenses, losses, damages,
liabilities, demands, charges, and claims of any kind or nature (including
attorneys' fees) whatsoever, arising from the operations and management of
the Portfolio except where such expense, loss, damage, liability, demand,
charge, or claim is the result of an occurrence described in the foregoing
paragraph for which the Sub-Adviser is determined to be
liable.
|
|
6.
|
Reports. During
the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser
at its principal office all prospectuses, proxy statements, reports to
shareholders, sales literature or other materials prepared for
distribution to shareholders of the Portfolio, the Fund or the public
that refer to the Sub-Adviser or its clients in any way prior to the use
thereof and not to use such material if the Sub-Adviser reasonably objects
to the use thereof in a writing received by the Adviser within five
business days (or such other period as may be mutually agreed) after the
Sub-Adviser's receipt thereof. The Sub-Adviser's right to
object to such materials is limited to the portions of such
materials that expressly relate to the Sub-Adviser, its services and its
clients. The Adviser agrees to use its reasonable best efforts
to ensure that materials prepared by its employees or agents or its
affiliates that refer to the Sub-Adviser or its clients in any way are
consistent with those materials previously approved by the
Sub-Adviser as referenced in the first sentence of this
paragraph. Sales literature may be furnished to the Sub-Adviser
by first class or overnight mail, facsimile transmission equipment or hand
delivery.
|
|
|
During
the term of this Agreement, the Sub-Adviser agrees to furnish the Adviser
at its principal office all sales literature or other materials prepared
for distribution to shareholders of the Portfolio, the Fund
or the public that refer to the Adviser, its clients or the Fund in any
way prior to the use thereof and not to use such material if the Adviser
reasonably objects to the use thereof in a writing received by the
Sub-Adviser within five business days (or such other period as may be
mutually agreed) after the Adviser's receipt thereof. The
Adviser's right to object to such materials is limited to the portions of
such materials that expressly relate to the Adviser, its clients or the
Fund. The Sub-Adviser agrees to use its reasonable best
efforts to ensure that materials prepared by its employees or agents or
its affiliates that refer to the Adviser or its clients in any way are
consistent with those materials previously approved by the
Adviser as referenced in the first sentence of this
paragraph. Sales literature may be furnished to the Adviser by
first class or overnight mail, facsimile transmission equipment or hand
delivery.
|
|
7.
|
Representations
of Sub-Adviser.
|
Sub-Adviser
represents, warrants, and agrees as
follows:
|
|
|
(a)
|
The
Sub-Adviser (i) is registered as an investment adviser under Advisers Act
and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers
Act from performing the services contemplated by this Agreement; (iii) has
met, and will continue to meet for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the
applicable requirements of any regulatory or industry self regulatory
agency, necessary to be met in order to perform the services contemplated
by this Agreement; (iv) has the authority to enter into and perform the
services contemplated by this Agreement; and (v) will immediately notify
Adviser of the occurrence of any event that would disqualify Sub-Adviser
from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act or
otherwise.
|
|
|
(b)
|
The
Sub-Adviser has adopted a written code of ethics (the “Sub-Adviser Code”)
complying with the requirements of Rule 17j-1 under the 1940 Act, as may
be amended from time to time, and, has provided the Adviser with a copy of
the Sub-Adviser Code, together with evidence of its
adoption. The Sub-Adviser certifies that it has adopted
procedures reasonably necessary to prevent “access persons” as defined in
Rule 17j-1 (“Access Persons”) from violating the Sub-Adviser
Code. On a quarterly basis, the Sub-Adviser will either: (i)
certify to Adviser that the Sub-Adviser and its Access Persons have
complied with Sub-Adviser Code with respect to the Fund, or (ii) identify
any material violations of the Sub-Adviser Code which have occurred with
respect to the Fund. In addition, the Sub-Adviser will furnish
at least annually to Adviser and the Board a written report that (a)
describes any issues arising under the Sub-Adviser Code since the last
report to the Board, including, but not limited to, information about
material violations of the Sub-Adviser Code with respect to the Fund and
sanctions imposed in response to the material violations and (b) certifies
that the Sub-Adviser has adopted procedures reasonably necessary to
prevent Access Persons from violating the Sub-Adviser
Code.
|
|
|
(c)
|
The
Sub-Adviser has provided the Adviser, and the Adviser acknowledges having
received, a description or copy of the Sub-Adviser’s policies and
procedures for voting proxies relating to client securities and
information concerning how they can obtain information concerning how the
Sub-Adviser has voted proxies relating to securities held by the
Fund. The Sub-Adviser shall promptly, but in any event within
five business days, inform the Adviser of any material changes to such
policies and procedures.
|
|
|
(d)
|
The
Sub-Adviser has adopted and implemented written policies and procedures
pursuant to Rule 206(4)-7 under the Advisers Act (copies of which have
been provided to the Adviser, receipt of which is hereby acknowledged by
the Adviser, and which are subject to review and approval by the Adviser
and the Board) reasonably designed to prevent violation, by the
Sub-Adviser and its supervised persons, at all times of all applicable
provisions of the Advisers Act, and any rules and regulations adopted
thereunder. The Sub-Adviser shall promptly, but in any event
within five business days, notify the Adviser of any changes in the
written policies and procedures.
|
|
|
(e)
|
The
Sub-Adviser shall be responsible for ensuring that the Portfolio: (i)
complies with the diversification requirements of Section 817(h) of the
Code and regulations issued thereunder as these apply to separate accounts
through which variable life insurance contracts and variable annuity
contracts are issued, and (ii) continuously qualifies as a regulated
investment company under Sub-Chapter M of the
Code.
|
|
|
(f)
|
The
Sub-Adviser shall be responsible for ensuring compliance, by itself and
its supervised persons, with the provisions of the Registration Statement
and the Articles and Bylaws of the
Fund.
|
|
|
(g)
|
In
order that the Board and the Fund’s chief compliance officer may fulfill
their obligations under Rule 38a-1 under the 1940 Act (and in addition to,
and without limiting, its duties and obligations under other provisions of
this Agreement), the Sub-Adviser agrees that (i) the policies and
procedures established by the Sub-Adviser for managing the Portfolio,
including, but not limited to all policies and procedures designed to
ensure compliance with applicable federal and state laws and regulations
governing the Sub-Adviser/client relationship and management and operation
of the Portfolio, shall be made available for inspection by the Adviser
and its authorized representatives, including the Fund’s and the Adviser’s
chief compliance officers, not less frequently than annually; (ii) the
Fund’s chief compliance officer, and her (or his) agents and
representatives, shall have reasonable access to the Sub-Adviser’s
directors, officers, and employees, and reasonable access to the
Sub-Adviser’s offices and facilities; and (iii) it will complete and
promptly return to the Fund an annual due diligence questionnaire provided
by the Fund.
|
|
8.
|
Nondisclosure. The
Sub-Adviser acknowledges it is subject to and will abide by Section 204A
of the Advisers Act regarding the misuse of non-public
information.
|
|
|
(a)
|
In
addition to and without limiting the generality of the foregoing, the
Sub-Adviser shall not, and shall cause its affiliates, officers,
directors, employees and representatives not to, use or disclose any
confidential or proprietary information of the Adviser or relating to the
Fund (including, without limitation, any information or data with respect
to the investment activities of the Fund or the terms of the Advisory
Agreement) to any unaffiliated third party, or use the name of the Adviser
or any of the Adviser’s subsidiaries or affiliates; provided, that the
Sub-Adviser may disclose any confidential or proprietary information (i)
with the prior written approval of Adviser or (ii) to a regulatory
authority, so long as Sub-Adviser shall have given Adviser written notice
of any such required disclosure at least five (5) business days prior to
disclosure and agrees to assist the Adviser in obtaining a protective
order or other similar relief.
|
|
|
(b)
|
The
Adviser shall not, and shall cause its affiliates, officers, directors,
employees and representatives not to, disclose confidential or proprietary
information of the Sub-Adviser to any unaffiliated third parties;
provided, that the Adviser may disclose any confidential or proprietary
information regarding the Sub-Adviser (i) with the prior written approval
of the Sub-Adviser or (ii) to a regulatory authority, so long as the
Adviser shall have given the Sub-Adviser written notice of any such
required disclosure at least five (5) business days prior to disclosure
and agrees to assist the Sub-Adviser in obtaining a protective order or
other similar relief; provided further, that the Adviser shall have the
right to use the Sub-Adviser’s name in public relations and marketing
material.
|
|
|
(c)
|
The
foregoing restrictions shall not apply to any information that: (i) is or
becomes a matter of general public knowledge without any violation of the
Advisory Agreement on the part of the disclosing party; (ii) was available
to a party or any of its affiliates, officers, directors, employees or
representatives on a non-confidential basis prior to the disclosure of
such information by the disclosing party; or (iii) comes into possession
of a party hereto from any third party not affiliated with either party
hereto properly in possession of such information and not known by such
third party to have been obligated to keep such information
confidential.
|
|
9.
|
Indemnification. Subject
to the provisions of Section 5 hereof, the Sub-Adviser shall indemnify and
hold harmless the Adviser from and against any and all claims, losses,
liabilities or damages (including reasonable attorney's fees and
other related expenses) arising from or in connection with the performance
by the Sub-Adviser of its duties under this Agreement. This
provision shall survive termination of this
Agreement.
|
|
10.
|
Duration
and Termination. This Agreement shall become effective upon its
approval by the Fund's Board of Directors and by the vote of a majority of
the outstanding voting securities of the Portfolio; provided,
however, that at any time the Adviser shall have obtained exemptive relief
from the SEC permitting it to engage a sub-adviser without first obtaining
approval of the Agreement from a majority of the outstanding voting
securities of the portfolio(s) involved, this Agreement shall become
effective upon its approval by the Fund's Board of
Directors. Any sub-adviser so selected and approved shall
be without the protection accorded by shareholder approval of an
investment adviser's receipt of compensation under Section 36(b) of the
1940 Act, until such shareholder approval is
obtained.
|
|
|
This
Agreement shall continue in effect for a period of one year from the date
hereof only so long as continuance is specifically approved at least
annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated (a) by the Portfolio at any time, without
the payment of any penalty, by the vote of a majority of Directors of
the Fund or by the vote of a majority of the outstanding voting
securities of the Portfolio, (b) by the Adviser at any time, without the
payment of any penalty, on not more than 60 days' nor less than 30 days'
written notice to the other party, or (c) the Sub-Adviser at any
time, without the payment of any penalty, on 90 days' written notice
to the other party. This Agreement shall terminate automatically and
immediately in the event of its assignment, or in the event of a
termination of the Adviser's agreement with the Fund. As used
in this Section 10, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set
forth in the 1940 Act and the rules and regulations thereunder, subject to
such exceptions as may be granted by the SEC under the 1940
Act.
|
|
11.
|
Governing
Law. This Agreement shall be governed by the internal laws of
the State of Maryland, without regard to conflicts of law principles;
provided, however, that nothing herein shall be construed as being
inconsistent with the 1940 Act.
|
|
12.
|
Severability. Should
any part of this Agreement be held invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their permitted
successors.
|
|
13.
|
Notice. Any
notice, advice or report to be given pursuant to this Agreement shall be
deemed sufficient if delivered by hand, transmitted by electronic
facsimile, or mailed by registered, certified or overnight United States
mail, postage prepaid, or sent by overnight delivery with a nationally
recognized courier, addressed by the party giving notice to the other
party at the last address furnished by the other
party:
|
|
|
To
the Adviser at:
|
M
Financial Investment Advisers, Inc.
|
M Financial Plaza
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn: President
To the Sub-Adviser
at: DSM
Capital Partners LLC
▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
Each
such notice, advice or report shall be effective upon receipt or three
days after mailing.
|
|
14.
|
Entire
Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all
prior agreements and understandings relating to this Agreement's subject
matter. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one
instrument.
|
|
15.
|
1940
Act. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is altered by a rule,
regulation or order of the SEC, whether of special or general application,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
|
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed by their duly authorized officers as
of the day and year first written above.
|
|
M
FINANCIAL INVESTMENT
|
DSM
CAPITAL PARTNERS, LLC
|
ADVISERS,
INC.
By: /s/
▇▇▇▇▇▇
▇▇▇▇▇ By:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President Title:
Co-Managing Partner
- -
Schedule A
to the
between
M Financial Investment Advisers,
Inc.
and
DSM Capital Partners,
LLC
Pursuant
to Section 4, the Adviser shall pay the Sub-Adviser compensation at an effective
annual rate as follows:
Name of
Portfolio Annual
Rate of Compensation
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
- -