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0000912057-01-536045 Sample Contracts

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Investment Sub-Advisory Agreement • October 19th, 2001 • M Fund Inc • Maryland

THIS AGREEMENT made and entered into this 25th day of September, 2001, 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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Principal Underwriting Agreement • October 19th, 2001 • M Fund Inc • Oregon

THIS AGREEMENT is made and entered into this 1st day of September, 2001, by and between M Fund, Inc., a corporation organized and existing under the laws of the state of Maryland (the "Company"), and M Holdings Securities, Inc., a corporation organized and existing under the laws of the State of Oregon (the "Distributor").

RE: M Fund, Inc. (the "Trust") on behalf of its Business Opportunity Value Fund (the "Fund")
Custodian Agreement, Administration Agreement, Transfer Agency and Service Agreement • October 19th, 2001 • M Fund Inc

Reference is made to the Custodian Agreement, the Administration Agreement and the Transfer Agency and Service Agreement (collectively, the "Agreements"), each dated December 4, 1995, between the Trust and Investors Bank & Trust Company (the "Bank"). The Trust hereby appoints the Bank to provide the services described in each of the Agreements to the Fund, subject o the terms and provisions of each of such Agreements, including the fee schedules associated therewith.

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Investment Advisory Agreement • October 19th, 2001 • M Fund Inc • Maryland

THIS AGREEMENT, made and entered into this 1st day of September, 2001, by and between M Fund, Inc., a corporation organized and existing under the laws of the State of Maryland (the "Fund"), and M Financial Investment Advisers, Inc., a corporation organized and existing under the laws of the State of Colorado (the "Adviser").

RE: M Fund, Inc. (the "Trust") on behalf of its Business Opportunity Value Fund (the "Fund")
Custodian Agreement, Administration Agreement, and Transfer Agency and Service Agreement • October 19th, 2001 • M Fund Inc

Reference is made to the Custodian Agreement, the Administration Agreement and the Transfer Agency and Service Agreement (collectively, the "Agreements"), each dated December 4, 1995, between the Trust and Investors Bank & Trust Company (the "Bank"). The Trust hereby appoints the Bank to provide the services described in each of the Agreements to the Fund, subject o the terms and provisions of each of such Agreements, including the fee schedules associated therewith.