0001104659-09-027355 Sample Contracts

AMENDMENT AGREEMENT
Amendment Agreement • April 30th, 2009 • 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”).

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Sub-Advisory Agreement • April 30th, 2009 • M Fund Inc • Maryland

THIS AGREEMENT made and entered into this 27th day of March, 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 Iridian Asset Management LLC, a limited liability company organized and existing under the laws of the State of Connecticut (the “Sub-Adviser”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT for the FRONTIER CAPITAL APPRECIATION FUND
M Fund Inc • April 30th, 2009

This Amendment (the “Amendment”) is made and entered into , 2009 among M Financial Investment Advisers, Inc., a Colorado corporation (the “Adviser”) and Frontier Capital Management Company, LLC a Delaware limited liability company (the “Sub-Adviser;” and with the Adviser, the “Parties”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT for the BRANDES INTERNATIONAL EQUITY FUND
M Fund Inc • April 30th, 2009

This Amendment (the “Amendment”) is made and entered into , 2009 among M Financial Investment Advisers, Inc., a Colorado corporation (the “Adviser”) and Brandes Investment Partners, L.P. a California limited partnership (the “Sub-Adviser;” and with the Adviser, the “Parties”).

AMENDMENT AGREEMENT
Amendment Agreement • April 30th, 2009 • 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 30th, 2009 • 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 30th, 2009 • M Fund Inc • Maryland

This Expense Limitation Agreement is made as of the 12th, day of March, 2009 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:

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT for the TURNER CORE GROWTH FUND
M Fund Inc • April 30th, 2009

This Amendment (the “Amendment”) is made and entered into April 9, 2009 among M Financial Investment Advisers, Inc., a Colorado corporation (the “Adviser”) and Turner Investment Partners, a Pennsylvania corporation (the “Sub-Adviser;” and with the Adviser, the “Parties”).

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