McMorgan Funds Sample Contracts

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INVESTMENT ADVISORY AGREEMENT FOR EQUITY INVESTMENT FUND
Investment Advisory Agreement • October 1st, 2001 • MCM Funds
WITNESSETH
Services Agreement • November 23rd, 1999 • MCM Funds • Massachusetts
INVESTMENT ADVISORY AGREEMENT FOR FIXED INCOME FUND
Investment Advisory Agreement • October 1st, 2001 • MCM Funds
FORM OF
Management Agreement • August 10th, 2007 • Mainstay Funds • New York
WITNESSETH ----------
Services Agreement • February 29th, 2000 • MCM Funds • Massachusetts
INVESTMENT ADVISORY AGREEMENT FOR EQUITY INVESTMENT FUND
Investment Advisory Agreement • October 28th, 1996 • MCM Funds

AGREEMENT made this ____day of _____, 1994 by and between McM Funds, a Delaware Business Trust (the "Trust") on behalf of the Equity Investment Fund (the "Fund") and McMorgan & Company, a California corporation and registered investment adviser (the "Adviser"). WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, diversified management investment company. WHEREAS, the Fund wishes to retain the Adviser to render investment advisory services to the Fund, and the Adviser is willing to furnish such services to the Fund; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the Fund and the Adviser as follows: 1. Appointment. The Fund hereby appoints the Adviser to act as investment adviser to the Fund for the periods on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to furnish the services herein set forth, for the compensation here

INVESTMENT ADVISORY AGREEMENT FOR PRINCIPAL PRESERVATION FUND
Investment Advisory Agreement • October 28th, 1996 • MCM Funds

AGREEMENT made this day of , 1994 by and between McM Funds, a Delaware Business Trust (the "Trust") on behalf of the Principal Preservation Fund Fund (the "Fund") and McMorgan & Company, a California corporation and registered investment adviser (the "Adviser"). WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, diversified management investment company. WHEREAS, the Fund wishes to retain the Adviser to render investment advisory services to the Fund, and the Adviser is willing to furnish such services to the Fund; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the Fund and the Adviser as follows: 1. Appointment. The Fund hereby appoints the Adviser to act as investment adviser to the Fund for the periods on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to furnish the services herein set forth, for the compensation her

Exhibit 99.B.8.b CUSTODY AGREEMENT
Custody Agreement • October 28th, 1996 • MCM Funds • New York
ARTICLE I DEFINITIONS
Custody Agreement • January 18th, 2002 • MCM Funds • New York
INVESTMENT ADVISORY AGREEMENT FOR INTERMEDIATE FIXED INCOME FUND
Investment Advisory Agreement • October 28th, 1996 • MCM Funds

AGREEMENT made this day of , 1994 by and between McM Funds, a Delaware Business Trust (the "Trust") on behalf of the Intermediate Fixed Income Fund (the "Fund") and McMorgan & Company, a California corporation and registered investment adviser (the "Adviser"). WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, diversified management investment company. WHEREAS, the Fund wishes to retain the Adviser to render investment advisory services to the Fund, and the Adviser is willing to furnish such services to the Fund; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the Fund and the Adviser as follows: 1. Appointment. The Fund hereby appoints the Adviser to act as investment adviser to the Fund for the periods on the terms set forth in this Agreement. The Adviser accepts such appointment and agrees to furnish the services herein set forth, for the compensation herei

Exhibit 99.B.8.a Amendment to the Custody Agreement between The Bank of New York and McM Funds dated April __, 1996 o Indemnification - Page 39, Paragraph 14, "negligence or willful misconduct" shall be changed to state "negligence, willful...
MCM Funds • October 28th, 1996

o Indemnification - Page 39, Paragraph 14, "negligence or willful misconduct" shall be changed to state "negligence, willful misconduct, lack of good faith, or reckless disregard of its duties." In addition, the Custodian agrees not settle any claim without the Fund's written consent.

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FORM OF SUBADVISORY AGREEMENT
Form of Subadvisory Agreement • August 10th, 2007 • Mainstay Funds • New York
AMENDMENT TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 26th, 2007 • McMorgan Funds

This amendment (the “Amendment”) to Master Custodian Agreement is made as of the 18th day of June, 2007 by and between each Fund listed on Appendix A and Investors Bank & Trust Company (“Bank”).

INVESTMENT ADVISORY AGREEMENT FOR S&P 500 INDEX FUND
Investment Advisory Agreement • November 23rd, 1999 • MCM Funds
INVESTMENT ADVISORY AGREEMENT FOR INTERMEDIATE FIXED INCOME FUND
MCM Funds • October 1st, 2001
EX-77Q1 McMorgan Funds Form N-SAR Period Ending 11/30/07
McMorgan Funds • February 21st, 2008
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