Exhibit(p)(18) 

M FUND, INC.

M FINANCIAL INVESTMENT ADVISERS, INC.

Code of Ethics and Insider Trading Policy

This Code of Ethics (the “Code”) is adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”) by the Board of Directors of M Fund, Inc. (the “Corporation”) and pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) by the Board of Directors of M Financial Investment Advisers, Inc. (the “Adviser”).

Section 17(j) under the 1940 Act makes it unlawful for persons affiliated with investment companies, their principal underwriters, or their investment advisers to engage in fraudulent personal securities transactions. Rule 17j-1 and Rule 204A-1 (the “Rules”) require each fund, investment adviser and principal underwriter to adopt a code of ethics that contains provisions reasonably necessary to prevent an employee from engaging in conduct prohibited by the principles of the Rules. The Rules also require that reasonable diligence be used and procedures be instituted that are reasonably necessary to prevent violations of the code of ethics.

Among other things, Rule 17j-1 requires Board oversight of personal trading practices, reporting of employee securities trading and preclearance of employee purchases of initial public offerings and private placements. Under Rule 17j-1, the Adviser and the Corporation each provide to the Board annually a written report that (1) describes issues that arose during the previous year under the Code, including information about material Code violations and sanctions imposed and (2) certifies to the Board that it has adopted procedures reasonably necessary to prevent access persons from violating the Code.

Rule 204A-1 requires that an investment adviser registered under the Advisers Act must establish, maintain and enforce a written code of ethics that at a minimum includes:

A.       Fiduciary Standards. The Code is based on the fundamental principle that the Corporation and the Adviser must put clients’ interests first. As an investment adviser, the Adviser has fiduciary responsibilities to clients, including the Corporation and each portfolio of the Corporation (each, a “Fund”; together, the “Funds”) for which it serves as investment adviser. Among the Adviser’s fiduciary responsibilities is the responsibility to ensure that its employees and those of any Sub-Advisers it retains to manage one or more Funds conduct their personal securities transactions in a manner that does not interfere, or appear to interfere, with any Fund transactions or otherwise take unfair advantage of their relationship to the Funds. All Adviser and Sub-Adviser employees must adhere to this fundamental principle as well as comply with the specific provisions set forth herein and, in the case of each Sub-Adviser, its code of ethics. It bears emphasis that technical compliance with such provisions will not insulate from scrutiny, transactions that show a pattern of compromise or abuse of an employee’s fiduciary responsibilities to the Funds. Accordingly, all Adviser and Sub-Adviser employees must seek to avoid any actual or potential conflicts between their personal interests and the interest of the Funds. In sum, all Adviser and Sub-Adviser employees shall place the interest of the Funds before personal interests.

B.       Compliance with Applicable Federal Securities Laws. In particular, Rule 204A-1 requires that all Adviser and Sub-Adviser employees must comply with all applicable federal securities laws (“Federal Securities Laws”).

Under Rule 17j-1, no Access Person (as defined in Section III.B. below) shall:

The following definitions apply for purposes of the Code:

The defined term “Advisory Person” shall not include any person who is subject to securities transaction reporting requirements of a code of ethics adopted by an administrator, Sub-Adviser, or affiliate thereof in compliance with Rule 17j-1 under the

1940 Act, which has been submitted to, and approved by, the Board of the Corporation as contemplated in Section VI.

The defined term “Investment Personnel” shall not include any person who is subject to securities transaction reporting requirements of a code of ethics adopted by an administrator, Sub-Adviser, or affiliate thereof in compliance with Rule 17j-1 under the 1940 Act, which has been submitted to, and approved by, the Board of the Corporation as contemplated in Section VI.

The Adviser’s CCO will retain a current a list of Investment Personnel.

If, after receiving the required approval, an Advisory Person or Investment Person has any material role in the subsequent consideration by any Fund of an investment in the same or affiliated issuer, the Advisory Person or Investment Person must disclose his or her interest in the private placement investment to the CCO and to his or her supervisor. The decision to have a Fund purchase securities of that issuer must be independently reviewed and authorized by the most senior person in the department.

The Corporation, the Adviser, and the Sub-Advisers shall each appoint a CCO who shall furnish each Access Person with a copy of its code of ethics upon becoming an Access Person and annually thereafter so that each such Access Person may certify, through a written acknowledgment, that he or she has read and understands said code of ethics and recognizes that he or she is subject to the principles and provisions contained therein. In addition, the CCO shall notify each Access Person of his or her obligation to file an initial holdings report, quarterly transaction reports, annual holdings reports, and annual certifications, as described below.

Alternatively, an Access Person who provides broker trade confirmations or account statements that contain the aforementioned information to the CCO on an ongoing basis will be deemed to comply with this requirement (i.e. a separate quarterly transaction report will not be necessary). An Access Person need not make a quarterly transaction report with respect to transactions effected pursuant to an Automatic Investment Plan.

The listing must contain the following information:

Alternatively, an Access Person who provides broker trade confirmations or account statements which contain the aforementioned information to the CCO on an ongoing basis may satisfy the annual holdings report requirement by annually confirming in writing the accuracy of the Corporation or the Adviser’s, as applicable, record of information.

All reports of securities transactions and any other information filed with the Corporation pursuant to this Code or the applicable code of ethics of a Sub-Adviser shall be treated as confidential. In this regard, no Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of any of the Funds) any information regarding securities transactions made or being considered by or on behalf of any Fund of the Corporation.

Any reports filed pursuant to this Code may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect Beneficial Ownership in the Covered Security to which the report relates.

Access Persons shall not accept or receive gifts in excess of $100 in value from any person or entity that does business with or on behalf of the Corporation, the Adviser, or a client of the Corporation. Access Persons may accept an invitation to a business entertainment event, such as lunch, dinner, or a sporting event of reasonable value if the person or entity providing the entertainment is present. Access Persons shall not accept gifts of cash or cash equivalents from any person or entity that does business with or on behalf of the Corporation, the Adviser or a client of the Corporation. Any issues arising as a result of this policy shall be reported to the CCO.

To avoid conflicts of interest, access to inside information, and other compliance and business issues, Access Persons (other than Disinterested Directors) shall not serve as an officer or director of any other entity, unless they notify the CCO for review and approval. This prohibition does not apply to service as an officer or director of any parent or sister company of the Adviser, any non-publicly traded company or non-profit company.

Access Persons (other than Disinterested Directors) are expected to advise and obtain the approval of the CCO before engaging in outside activities, such as outside employment or financial involvement with other companies and external organizations. Waivers may be granted in limited circumstances by the CCO or by the Board in the case of an executive. Access Persons must not engage in any such activity which would interfere with their ability to perform their job or office in an effective and objective manner.

To engage in an outside business activity, Access Persons must complete an Outside Business Activity Form (Exhibit E) and submit the form for prior approval to the CCO. The following information from an Access Person will be required:

The Board, including a majority of Disinterested Directors, has approved this Code. Additionally, any material changes to this Code must be approved by the Board within six months after adoption of any material change. The Board must base its approval of the Code and any material changes to the Code on a determination that the Code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by Rule 17j-1.

Prior to initially approving any proposed Sub-Adviser for a Fund, the Board, including a majority of the Disinterested Directors, must approve the Sub-Adviser’s code of ethics. The Board must base its approval on a determination that the relevant code contains provisions reasonably necessary to prevent Access Persons from violating the code. In addition, the Board must approve any material changes to the Sub-Adviser’s code of ethics within six (6) months of the change. Prior to approving a Sub-Adviser’s code or any material change thereto, the Board must receive a certification from the Sub-Adviser that it has adopted procedures reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by Rule 17j-1.

At least annually, the Corporation and the Adviser must furnish to the Corporation’s Board, and the Board must consider, a written report that (1) describes any issues arising under this Code or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations and (2) certifies that the Corporation or the Investment Adviser, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

Potential violations of the Code must be brought to the attention of the CCO. Potential violations will be investigated and, if appropriate, sanctions will be imposed. Upon completion of the investigation, if necessary, the matter may also be reviewed by the Board of Directors, which will determine whether any further sanctions should be imposed. Sanctions may include, but are not limited to, a letter of caution or warning, reversal of a trade, disgorgement of a profit or absorption of costs associated with a trade, supervisor approval to trade for a prescribed period, fine or other monetary penalty, suspension of personal trading privileges, suspension of employment (with or without compensation), and termination of employment.

An exception to any of the policies, restrictions or requirements set forth herein may be granted only upon a showing by the Access Person to the CCO that such Access Person would suffer extreme financial hardship should an exception not be granted. Where the subject of the exception request involves a transaction in a security, a change in the Access Person’s investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for a waiver.

With regard to the Corporation, a violation of a Sub-Adviser’s code of ethics by Access Persons subject to such code shall constitute a violation of this Code.

The Corporation, the Adviser, and each Sub-Adviser shall maintain records in the manner and to the extent set forth below, which may be maintained by any means permissible under the conditions described in Rule 31a-2 under the 1940 Act, Rule 204-2(g) under the Advisers Act, or under no-action letters or interpretations under that rule, and shall be available for examination by representatives of the Commission.

Under applicable federal securities laws, all persons are prohibited from trading or recommending trading in securities on the basis of material, non-public or “inside” information. In addition, Section 206 of the Advisers Act and other laws generally make it unlawful for any employee to use for his or her personal benefit information about prospective transactions being considered for client accounts.

Material, non-public information may include any information concerning an issuer of a security or a security that has not been publicly disseminated and which a reasonable investor might consider important in deciding whether to purchase, sell or hold a security.

Examples of the types of information concerning an issuer that is likely to be deemed “material” include, but are not limited to, the following:

Information is non-public when it has been identified as such when communicated or when it is received from a known or suspected inside source. Information becomes public after it has been made generally available and investors have had a chance to absorb it (which may potentially take several days).

Supervised Persons will not trade or recommend trading on the basis of material non-public information or use such information for personal gain or benefit. Supervised Persons in possession of “material non-public information” must maintain the confidentiality of such information and abstain from trading until it has been deemed publicly disclosed. No Supervised Persons who may be in possession of “inside” information with respect to a security shall:

If Supervised Persons come into possession of material inside information concerning publicly held securities, this fact must be made known promptly to the CCO. Appropriate steps will then be taken to prevent any investment decisions being made on the basis of such information.

Amended: September 2018, March 2020, July 16, 2025

EXHIBIT A

ACKNOWLEDGEMENT AND CERTIFICATION

I acknowledge receipt of the Code of Ethics of M Fund, Inc. I have read and understand such Code of Ethics and agree to be governed by it at all times. Further, if I have been subject to the Code of Ethics during the preceding year, I certify that I have complied with the requirements of the Code of Ethics and have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics.

Date: _____________

EXHIBIT B

INITIAL HOLDINGS REPORT

Names of brokers, dealers or banks at which I maintain an account holding Covered Securities for my direct or indirect benefit:

I certify that the foregoing is a complete and accurate list of (1) all securities in which I have any Beneficial Ownership, and (2) all brokers, dealers or banks at which I maintain an account holding Covered Securities for my direct or indirect benefit 

EXHIBIT C

QUARTERLY TRANSACTION REPORT

I certify that the foregoing is a complete and accurate list of all transactions for the covered period in Covered Securities in which I have any Beneficial Ownership.

EXHIBIT D

ANNUAL HOLDINGS REPORT

I certify that the foregoing is a complete and accurate list of all Covered Securities in which I have any Beneficial Ownership.

EXHIBIT E - Outside Business Activity Form

Name of Access Person:

It is important that you notify the CCO if you are, or plan to be, involved in any outside business activity or employment. This notification must be made prior to engaging in the activity. The Corporation and the Adviser consider this signed document form as receipt during the period you are an employee.

To engage in an outside business activity, as an Access Person, you must complete this Form and submit it for prior approval to the CCO. A copy of this Form should be retained for your records and changes should be promptly reported to the CCO.

Please provide the following information and complete, sign and date this Form and return it to the CCO.

I authorize the Corporation and the Adviser to investigate my outside business activities and contact any entities or individuals affiliated with such outside business activities. Furthermore, I authorize these entities or individuals to release any information that it requests about my employment, affiliation and/or activities with this organization.

The foregoing is true and correct: 

Received and Reviewed:

Notes/comments/verifications: