0001104659-08-027775 Sample Contracts

Contract
Sub-Advisory Agreement • April 29th, 2008 • M Fund Inc • Maryland

THIS AGREEMENT made and entered into this 23rd day of July, 2002, by and between M Financial Investment Advisers, Inc., a corporation organized and existing under the laws of the State of Colorado (the “Adviser”), and Iridian Asset Management LLC, a limited liability company organized and existing under the laws of the State of Connecticut (the “Sub-Adviser”).

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AMENDMENT AGREEMENT
Amendment Agreement • April 29th, 2008 • M Fund Inc

AMENDMENT AGREEMENT, effective as of July 23, 2002, by and among M FUND INC., a Maryland corporation (the “Fund”) and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“Investors Bank”).

FORM OF AMENDMENT AGREEMENT
Amendment Agreement • April 29th, 2008 • M Fund Inc

Amendment Agreement, effective as of August 1, 2008, by and among M FUND INC., a Maryland corporation (the “Fund”) and STATE STREET BANK AND TRUST COMPANY (the successor to Investors Bank and Trust Company), a Massachusetts trust company (“State Street”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 2008 • M Fund Inc • Maryland

This Expense Limitation Agreement is made as of the 13th, day of March, 2008 by and between M Fund , Inc., a Maryland corporation (the “Fund”) on behalf of its series Brandes International Equity Fund, Turner 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:

Contract
Investment Sub-Advisory Agreement • April 29th, 2008 • M Fund Inc • Maryland

THIS AGREEMENT made and entered into this 14 day of January, 2000, by and between M Financial Investment Advisers, Inc., a corporation organized and existing under the laws of the State of Colorado (the “Adviser”), and Frontier Capital Management Company, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Sub-Adviser”).

SECOND AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 29th, 2008 • M Fund Inc

SECOND AMENDMENT made as of this 1st day of July, 2003 to the TRANSFER AGENCY AND SERVICE AGREEMENT, dated December 4, 1995 (the “Agreement”) between M FUND INC., a Maryland Corporation (the “Fund”), and INVESTORS BANK & TRSUT COMPANY, a Massachusetts trust company (the “Bank”).

FORM OF AMENDMENT AGREEMENT
Amendment Agreement • April 29th, 2008 • M Fund Inc

Amendment Agreement, effective as of August 1, 2008, by and among M FUND INC., a Maryland corporation (the “Fund”) and STATE STREET BANK AND TRUST COMPANY (the successor to Investors Bank and Trust Company), a Massachusetts trust company (“State Street”).

FORM OF AMENDMENT AGREEMENT
Form of Amendment Agreement • April 29th, 2008 • M Fund Inc

Amendment Agreement, effective as of August 1, 2008, by and among M FUND INC., a Maryland corporation (the “Fund”) and STATE STREET BANK AND TRUST COMPANY (the successor to Investors Bank and Trust Company), a Massachusetts trust company (“State Street”).

AMENDMENT AGREEMENT
Amendment Agreement • April 29th, 2008 • M Fund Inc

AMENDMENT AGREEMENT, effective as of July 23, 2002, by and among M FUND INC., a Maryland corporation (the “Fund”) and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“Investors Bank”).

AMENDMENT AGREEMENT
Amendment Agreement • April 29th, 2008 • M Fund Inc

AMENDMENT AGREEMENT, effective as of July 23, 2002, by and among M FUND INC., a Maryland corporation (the “Fund”) and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (“Investors Bank”).

Contract
Investment Sub-Advisory Agreement • April 29th, 2008 • M Fund Inc • Maryland

THIS AGREEMENT made and entered into this 1st day of May, 2000, by and between M Financial Investment Advisers, Inc., a corporation organized and existing under the laws of the State of Colorado (the “Adviser”), and Brandes Investment Partners, L.P., a corporation organized and existing under the laws of Scotland (the “Sub-Adviser”).

SECOND AMENDMENT TO ADMINISTRATION AGREEMENT
Administration Agreement • April 29th, 2008 • M Fund Inc

SECOND AMENDMENT made as of this 1ST day of July 2003 to the ADMINISTRATION AGREEMENT, dated December 4, 1995 (the “Agreement”) between M FUND INC., a corporation organized under the laws of Maryland (the “Fund”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Bank”).

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