M FUND INC
N-30D, 1996-08-20
Previous: VANDERBILT MORT & FIN INC MAN HO CO SE SU PA TH CE SE 1995-A, 8-K, 1996-08-20
Next: ARV ASSISTED LIVING INC, 8-K/A, 1996-08-20




                                  M FUNDS
 
                      Edinburgh Overseas Equity Fund 
                          Turner Core Growth Fund 
                    Frontier Capital Appreciation Fund 
                         Enhanced U.S. Equity Fund 
                            Semi-Annual Report 
                               June 30, 1996 
                                  [LOGO] 

M FUND, INC. 
PRESIDENT'S LETTER 

August 2, 1996 

Dear Shareholders: 

We are pleased to present to you the M Fund, Inc. (the "Fund") Semi-Annual 
Report dated June 30, 1996. The Fund is an investment company consisting 
of four separate diversified investment portfolios. These portfolios are 
available through variable life insurance and variable annuity policies 
offered by members of M Financial Group and issued by certain insurance 
companies. 

Sub-Advisers to the portfolios, under the direction of M Financial 
Investment Advisers, the investment adviser to the Fund, have prepared the 
attached discussion of the results for each portfolio of the Fund for the 
period from January 4, 1996 through June 30, 1996 and the outlook for the 
last six months of 1996. 

Sub-Advisers to the Fund include: Edinburgh Fund Managers for the 
Edinburgh Overseas Equity Fund, Turner Investment Partners for the Turner 
Core Growth Fund, Frontier Capital Management for the Frontier Capital 
Appreciation Fund, and Franklin Portfolio Associates for the Enhanced US 
Equity Fund. 

The M Fund Board of Directors in coordination with M Financial Investment 
Advisers and M Fund's participating life insurance carriers remain 
committed to providing opportunities to add value to shareholders. 

Sincerely, 

/s/ Daniel F. Byrne

DANIEL F. BYRNE 
President 
M Fund, Inc. 

                       EDINBURGH OVERSEAS EQUITY FUND 

Compared with the returns achieved in 1995, the returns over the six 
months ended June 30, 1996 have been more modest against a background of 
declining bond markets. Over this period the MSCI EAFE Index rose 5.9%. 
The best performance areas have been Latin America and Continental Europe. 
The worst performing area was the Pacific Basin. 

Over the period the Edinburgh Overseas Equity Fund has remained 
underweight in the UK, Japan and Europe while maintaining a large exposure 
to the Pacific Basin ex-Japan and Latin America. This strategy has 
resulted in a positive contribution from asset allocation with the fund's 
overweight position in Latin America more than offsetting the negative 
impact of being overweight in the Pacific and underweight in Europe. Stock 
selection, however, coupled with the costs of establishing the fund had a 
negative impact. As a result the fund underperformed the index rising 2.6% 
for the period from commencement of operations on January 4, 1996 to June 
30, 1996. 

With economic growth world-wide expected to expand throughout 1996 and 
1997, it is likely that monetary policy will tighten and the interest rate 
cycle will therefore become less favorable for markets. However, given 
that inflation is expected to remain relatively benign, the threat of 
substantial rate increases is not considered a major risk. With the 
exception of Japan and certain Pacific regions, corporate profits growth 
in 1996 is expected to slowdown and as a result, there appears little 
impetus, other than high levels of liquidity, to drive markets higher over 
the short term. 

Political concerns are likely to play an increasingly important role in 
the UK market despite the improving economic background. By international 
standards market valuations are reasonable and corporate activity, ahead 
of a likely change of government, is expected to remain a feature. The 
interest rate cycle in Europe is likely to remain more accommodative than 
in other areas, however, equity markets are currently having to contend 
with lower than anticipated profits growth over 1996. Market valuation 
levels relative to bonds generally look reasonable. The sharp recovery in 
the Japanese economy is expected to result in upward revisions of profits 
estimates. Strong profits growth is expected to overshadow the prospect of 
an increase in interest rates towards the end of the year. Continuing 
above average GDP and corporate profits growth, coupled with declining 
inflation is encouraging for Pacific markets. In the short term, however 
markets in the region remain vulnerable to U.S. interest rate policy. A 
combination of economic recovery and the potential for lower interest 
rates, notwithstanding events in the USA, is a positive backdrop for Latin 
American markets where valuations remain attractive by international 
standards. 

EDINBURGH FUND MANAGERS PLC. 
INVESTMENT SUBADVISER TO THE EDINBURGH OVERSEAS EQUITY FUND 



                          TURNER CORE GROWTH FUND 

During the six months ended June 30, 1996, U.S. stocks extended their 
rally that had begun in December 1994. Underpinning the market's continued 
advance was a favorable climate of moderate economic growth, rising 
corporate profits and low inflation. For the period from commencement of 
operations on January 4, 1996, to June 30, 1996 the Turner Core Growth 
Fund registered a total return of 12.3%. which compares favorably to the 
10.3% return of the Wilshire 5000 Stock Index for the same period. 

Several factors contributed to the strong performance of the Fund. Our 
bottom-up stock selection process was generally effective in identifying 
companies like HBO & Company, Harley Davidson and Service Corporation 
International that reported favorable, and often exceptionally strong, 
quarterly earnings growth. Secondly, in the search for companies with 
prospects for continued profit increases and reasonable stock valuations, 
investors redirected their attention from large cap, blue chips to the 
broader mid cap and small cap markets where the Fund has a strategic 
commitment. Examples of such holdings that performed well in the period 
include PetSmart, Corporate Express and Paychex. In addition, surprisingly 
strong earnings reports from many technology companies breathed life into 
the sector, and investors realized that the poor performance of technology 
stocks from November 1995 through early January, 1996 had been greatly 
overdone. Our careful selection of individual companies such as Intel, 
Microsoft, Stratacom and Cisco allowed us to generate exceptionally 
favorable performance from our technology and technology-related holdings. 

Despite the extreme market volatility in July, we believe that the 
backdrop for the stock market remains very positive for the second half of 
1996. Despite quarter-to-quarter fluctuations and economists' forecasts of 
boom and bust, the U.S. economy is still in a period of moderate economic 
growth with low inflation. Corporate productivity and competitiveness are 
improving, and corporate profits continue to grow in this sixth year of 
economic expansion. With an aging, saving-oriented population, and a 
shrinking supply of stocks due to merger activity and corporate repurchase 
programs, the supply/ demand balance for stocks continues to be favorable. 

The investment climate during the first half of 1996 has favored active 
stock selection, growth-style investing, and medium and small 
capitalization issues. We believe that these factors will continue to 
influence the equity markets and contribute to an extended period of solid 
performance for the Fund. 

TURNER INVESTMENT PARTNERS, INC. 
INVESTMENT SUBADVISER TO THE TURNER CORE GROWTH FUND 



                    FRONTIER CAPITAL APPRECIATION FUND 

The stock market has sold off in the last few weeks of the second quarter 
and into July amid growing evidence of stronger than expected economic 
growth and a resultant upward push on long term interest rates. Domestic 
GDP in the second quarter is estimated to have risen about 4% while 
unemployment dropped to 5.3%, increasing concerns about inflation and the 
likelihood of Fed tightening. These fears arose despite the reappointment 
of Chairman Greenspan and the decision of the Fed not to raise rates at 
their July 3rd meeting. 

The unsustainable strong growth in the second quarter reflected several 
factors that already have or are likely to be reversed in the second half 
of the year. These included a drop in mortgage rates at the start of 1996 
that contributed to a rise in refinancing activity, rebounds from the 
effects of the severe winter weather, and the recovery post the Boeing and 
GM strikes. We believe GDP growth will moderate in the second half to 
around 2% which should ease inflation concerns. 

The market's decline in late June hit small caps hardest, breaking their 
four month string of outperformance. From our prospective, this selloff 
had the positive effect of cooling the IPO market which had been 
developing some speculative froth. The stock market, as measured by the 
S&P 500 Stock Index, has now gone almost six years without at least a 10% 
correction. Thus some selloff may well be overdue. Nonetheless, we do not 
believe the preconditions for prolonged weakness are in place. The U.S. 
economy has become globally competitive, the dollar is strong, inflation 
by most measures remains moderate, and valuations in the context of 
current interest rates and earnings trends appear reasonable. 

Returns for the Frontier Capital Appreciation Fund were 19.3% for the 
period from commencement of operations on January 4, 1996 to June 30, 
1996. This compares favorably to the 10.1% gain in the S&P 500 Stock Index 
and the 9.0% gain in the Russell Midcap Index. 

While the market appears to be correcting some speculative excesses, we 
believe the Fund continues to offer above average potential returns at 
historically moderate valuations. 

FRONTIER CAPITAL MANAGEMENT CO., INC. 
INVESTMENT SUBADVISER TO THE FRONTIER CAPITAL APPRECIATION FUND 



                         ENHANCED U.S. EQUITY FUND 

For the period from commencement of operations on January 4, 1996 to June 
30, 1996 the Enhanced U.S. Equity Fund is up 11.9% versus 10.1% for the 
S&P 500 Stock Index. Relative performance was particularly strong during 
the beginning of the period as the fund became fully invested in stocks. 
Towards the end of the first half the portfolio's stock selection 
performance stumbled slightly but the 1.8% excess return for the entire 
period was quite impressive given the difficult investment environment. 

Day to day volatility in the marketplace seemed to increase during the six 
month period. Some fundamental weakness surfaced in the technology 
sectors, and uncertainty over future earnings increased. The economy 
continued on a slow upward path during the first half of the year. Long 
treasuries rose in yield slightly, with the twelve month low for long 
treasury prices occurring in the early part of June. Subsequent lows have 
been seen in early July. The S&P 500 Stock Index rose during the six month 
period, but was flat in June. The domestic political scene appeared to 
become more cloudy, and uncertainty over the Russian election increased as 
the quarter closed. A major factor contributing to economic uncertainty at 
June's end was the doubt as to the future course of interest rates. Fear 
of rate increases continually dampened market expectations. In the U.S. 
Equity market, particular strength in the first half was shown by Energy 
related issues, by Retail, by Automotive issues, and by Leisure stocks. 
Weakness was shown in Metals, Telephone and Electric Utilities, and 
Chemical issues. Smaller issues performed in line with larger stocks in 
the first half. The Russell 2000 (a small stock index) outperformed the 
Russell 1000 (a large stock index) in the second quarter after lagging it 
in the first quarter. 

We continue to view equities as being slightly on the "rich" side. We 
offer the caveat that market timing is not, in our view, an ingredient of 
most successful investment strategies. "Staying the course" with a 
well-chosen investment mix suits most investors' needs and temperaments. 

Our outlook for the future is positive. We have demonstrated an ability to 
outperform most active managers in a difficult period for active 
management. In periods when active management outperforms indexing we 
believe that we will outperform both our peers and indexing alternatives 
to a meaningful degree. 

FRANKLIN PORTFOLIO ASSOCIATES 
INVESTMENT SUBADVISER TO THE ENHANCED U.S. EQUITY FUND


EDINBURGH OVERSEAS EQUITY FUND 
PORTFOLIO OF INVESTMENTS (UNAUDITED) 
(PERCENTAGES OF TOTAL NET ASSETS) 
JUNE 30, 1996 

<TABLE>
<CAPTION>
                                                                          VALUE 
SHARES                                                                   (NOTE 1) 
- ------                                                                   -------- 
<S>           <C>                                                        <C>   
              FOREIGN COMMON STOCK -- 90.4% 
              ARGENTINA -- 2.6% 
 9,800        Ciadea*                                                 $   68,135 
                                                                      ----------
              BRAZIL -- 2.2% 
 4,000        Centrais Electricas Brasileiras SA                          58,164 
                                                                      ----------
              FRANCE -- 3.8% 
 1,030        Lyonnaise Des Eaux-Dumez                                    98,430 
                                                                      ----------
              GERMANY -- 4.5% 
 2,200        Siemens AG                                                 117,601 
                                                                      ----------
              HONG KONG -- 3.2% 
11,000        Henderson Land Development                                  82,421 
                                                                      ----------
              INDONESIA -- 3.9% 
30,000        Pt Indosat                                                 100,859 
                                                                      ----------
              ITALY -- 2.8% 
19,700        Italgas                                                     73,874 
                                                                      ----------
              JAPAN -- 30.4% 
15,000        Dainippon Ink & Chemical, Inc.                              77,032 
    12        DDI Corp.                                                  104,829 
 3,000        Hankyu Department Store                                     39,201 
29,000        Kobe Steel Ltd.*                                            83,474 
 5,000        Mitsui & Co.                                                45,369 
 4,000        Mori Seiki                                                  80,413 
 2,000        Murata Manufacturing Co. Ltd.                               76,027 
15,000        Nihon Cement Co. Ltd.                                      110,614 
 4,000        Nomura Securities Co. Ltd.                                  78,220 
 7,000        Sumitomo Trust & Banking                                    95,947 
                                                                      ----------
                                                                         791,126 
                                                                      ----------
              MALAYSIA -- 3.6% 
57,000        Renong Berhad                                              90,944 
                                                                      ----------
              NETHERLANDS -- 4.8% 
 3,330        Royal Ptt Nederland                                        126,132 
                                                                      ----------
              SINGAPORE -- 3.8% 
 8,000        Overseas Chinese Banking Corp.                              93,551 
   800        Overseas Chinese Banking Rights                              6,429 
                                                                      ----------
                                                                          99,980 
                                                                      ----------
              SPAIN -- 4.9% 
 3,700        Repsol SA                                                  128,772 
                                                                      ----------
              SWEDEN -- 2.6% 
 3,500        Nordbanken Ab                                               67,663 
                                                                      ----------
              SWITZERLAND -- 3.5% 
    80        Sandoz AG                                                   91,573 
                                                                      ----------
              THAILAND -- 4.2% 
20,000        Bank of Ayudhya                                            110,291 
                                                                      ----------
              UNITED KINGDOM -- 9.5% 
10,190        Smithkline Beecham Plc                                     108,912 
 5,000        Thorn Emi Plc                                              139,116 
                                                                      ----------
                                                                         248,028 
                                                                      ----------
              TOTAL FOREIGN COMMON 
               STOCK (Cost $2,302,213)                                 2,353,993 
                                                                      ----------
              TOTAL INVESTMENTS -- 90.4% 
               (Cost $2,302,213)                                       2,353,993 
              Other Assets and Liabilities 
               (net) -- 9.6%                                             250,894 
                                                                      ----------
              TOTAL NET ASSETS -- 100.0%                              $2,604,887 
                                                                      ----------
              NOTES TO THE SCHEDULE OF INVESTMENTS: 
              * Non-income producing security. 

</TABLE>

                See accompanying notes to financial statements.

At June 30, 1996, industry sector diversification of the Edinburgh 
Overseas Equity Fund's investments as a percentage of net assets was as 
follows: 

<TABLE>
<CAPTION>
                                                                   PERCENTAGE OF 
            INDUSTRY SECTOR                                         NET ASSETS 
            ---------------                                         ---------- 
<S>                                                                     <C>
Banking                                                                14.38% 
Communications                                                          7.90 
Pharmaceuticals                                                         7.70 
Electrical Equipment                                                    7.43 
Financial Services                                                      6.78 
Entertainment & Leisure                                                 5.34 
Oil & Gas                                                               4.94 
Commercial Services                                                     4.84 
Building Materials                                                      4.25 
Conglomerates                                                           3.49 
Metals                                                                  3.20 
Real Estate                                                             3.16 
Heavy Machinery                                                         3.09 
Chemicals                                                               2.96 
Gas Utilities                                                           2.84 
Automotive                                                              2.62 
Electric Utilities                                                      2.23 
Wholesale Trade                                                         1.74 
Retailers                                                               1.51 
                                                                      -------
                                                                       90.40% 
                                                                      =======
</TABLE>
                See accompanying notes to financial statements.


TURNER CORE GROWTH FUND 
PORTFOLIO OF INVESTMENTS (UNAUDITED) 
(PERCENTAGES OF TOTAL NET ASSETS) 
JUNE 30, 1996 

<TABLE>
<CAPTION>
                                                                          VALUE 
SHARES                                                                   (NOTE 1) 
- ------                                                                   -------- 
<S>           <C>                                                          <C>
              COMMON STOCKS -- 95.4% 
              AEROSPACE & DEFENSE -- 1.1% 
  410         Boeing Company                                           $  35,721 
                                                                      ----------
              AIRLINES -- 1.4% 
  640         America West Airlines B*                                    14,080 
  380         Delta Air Lines, Inc.                                       31,540 
                                                                      ----------
                                                                          45,620 
                                                                      ----------
              AUTOMOTIVE -- 0.6% 
  300         Chrysler Corp.                                              18,600 
                                                                      ----------
              BANKING -- 3.7% 
  540         Chase Manhattan Corp.                                       38,138 
  400         Citicorp                                                    33,050 
  570         Nationsbank Corp.                                           47,096 
                                                                      ----------
                                                                         118,284 
                                                                      ----------
              BEVERAGES, FOOD & TOBACCO -- 5.6% 
  870         Coca-Cola Co.                                               42,521 
  920         Dole Food Co.                                               39,560 
  730         IBP, Inc.                                                   20,166 
1,260         Pepsico, Inc.                                               44,573 
  290         Philip Morris Co.                                           30,160 
                                                                      ----------
                                                                         176,980 
                                                                      ----------
              CHEMICALS -- 6.0% 
  330         Dupont (E.I.) de Nemours                                    26,111 
1,630         Engelhard Corp.                                             37,490 
  520         Hercules, Inc.                                              28,730 
  960         Morton International, Inc.                                  35,760 
  800         Polymer Group, Inc.*                                        14,000 
  350         Sigma Aldrich Corp.                                         18,725 
  740         Union Carbide Corp.                                         29,415 
                                                                      ----------
                                                                         190,231 
                                                                      ----------
              COMMERCIAL SERVICES -- 3.2% 
  610         CUC International, Inc.*                                    21,655 
  460         Medaphis Corp.*                                             18,285 
  615         Paychex, Inc.                                               29,597 
  530         Service Corp International                                  30,475 
                                                                      ----------
                                                                         100,012 
                                                                      ----------
              COMMUNICATIONS -- 7.2% 
  450         ADC Telecommunications, Inc.*                               20,250 
  650         AirTouch Communications*                                    18,363 
  370         Ascend Communications, Inc.*                                20,813 
  610         Associates First Capital Corp.*                             22,951 
  450         Cascade Communications Corp.*                               30,600 
  285         Glenayre Technologies, Inc.*                                14,250 
  430         Lucent Technologies                                         16,286 
  640         MFS Communications Co., Inc.*                               24,080 
  580         Picturetel Corp.*                                           22,838 
  230         Premisys Communications, Inc.*                              14,030 
  450         QUALCOM, Inc.*                                              23,906 
                                                                      ----------
                                                                         228,367 
                                                                      ----------
              COMPUTER SOFTWARE -- 10.9% 
  710         America Online, Inc.*                                       31,063 
  350         BMC Software, Inc.*                                         20,913 
  720         Cisco Systems, Inc.*                                        40,770 
  560         DST Systems*                                                17,920 
  590         First Data                                                  46,979 
  350         Gartner Group, Inc. A*                                      12,819 
  250         Microsoft Corp.*                                            30,021 
  380         Netscape Communications Corp.*                              23,655 
  750         Oracle Corp.*                                               29,578 
  540         Sterling Commerce, Inc.*                                    20,048 
  500         Sun Microsystems, Inc.*                                     29,438 
  300         Uunet Technologies*                                         19,875 
  410         Xylan Corp.*                                                19,065 
                                                                      ----------
                                                                         342,144 
                                                                      ----------
              COMPUTERS & INFORMATION -- 1.6% 
  480         Cadence Design Systems, Inc.*                               16,200 
  240         HBO & Company                                               16,260 
  190         Hewlett-Packard, Inc.                                       18,929 
                                                                      ----------
                                                                          51,389 
                                                                      ----------
              CONGLOMERATES -- 1.0% 
  350         General Electric                                            30,275 
                                                                      ----------
              COSMETICS & PERSONAL CARE -- 1.5% 
  200         Colgate-Palmolive Co.                                       16,950 
  490         Gillette Co.                                                30,564 
                                                                      ----------
                                                                          47,514 
                                                                      ----------
              ELECTRIC UTILITIES -- 1.4% 
  800         AES Corp*                                                   22,600 
  840         Calenergy, Inc.*                                            21,420 
                                                                      ----------
                                                                          44,020 
                                                                      ----------
              ELECTRONICS -- 2.9% 
  420         Intel Corp.                                                 30,844 
  750         LSI Logic*                                                  19,500 
  450         Motorola , Inc.                                             28,294 
  760         Ultratech Stepper, Inc.*                                    14,250 
                                                                      ----------
                                                                          92,888 
                                                                      ----------
              ENGINEERING -- 0.6% 
  400         Foster Wheeler Corp.                                        17,950 
                                                                      ----------
              ENTERTAINMENT & LEISURE -- 1.6% 
  480         Harley Davidson, Inc.                                       19,740 
  510         Walt Disney Co.                                             32,066 
                                                                      ----------
                                                                          51,806 
                                                                      ----------
              ENVIROMENTAL CONTROLS -- 1.3% 
1,290         WMX Technologies                                        $   42,248 
                                                                      ----------
              FINANCIAL SERVICES -- 1.6% 
  430         Merrill Lynch & Co.                                         28,004 
  440         Morgan Stanley Group, Inc.                                  21,615 
                                                                      ----------
                                                                          49,619 
                                                                      ----------
              FOOD RETAILERS -- 1.0% 
  430         CPC International, Inc.                                     30,960 
                                                                      ----------
              HEALTH CARE PROVIDERS -- 1.1% 
  580         Healthsouth Corp.*                                          20,880 
  460         Renal Treatment Centers, Inc.*                              13,225 
                                                                      ----------
                                                                          34,105 
                                                                      ----------
              HOUSEHOLD PRODUCTS -- 1.4% 
  500         Procter & Gamble Co.                                        45,313 
                                                                      ----------
              INSURANCE -- 3.6% 
  320         American International Group                                31,560 
  540         Jefferson Pilot Corp.                                       27,878 
  525         Travelers Group                                             23,953 
1,130         Travelers/Aetna Property Corp.*                             32,064 
                                                                      ----------
                                                                         115,455 
                                                                      ----------
              LODGING -- 0.7% 
  340         HFS, Inc.*                                                  23,800 
                                                                      ----------
              MEDIA, BROADCASTING & 
               PUBLISHING -- 1.7% 
1,420         Cox Communications A*                                       30,708 
1,270         Tele-Communication, Inc.*                                   23,019 
                                                                      ----------
                                                                          53,727 
                                                                      ----------
              MEDICAL SUPPLIES -- 1.8% 
  670         Baxter International, Inc.                                  31,658 
  440         Medtronic, Inc.                                             24,640 
                                                                      ----------
                                                                          56,298 
                                                                      ----------
              METALS -- 0.7% 
  390         Aluminum Company Of America                             $   22,376 
                                                                      ----------
              MINING -- 0.6% 
  700         Titanium Metals Corp.*                                      18,113 
                                                                      ----------
              OIL & GAS -- 10.2% 
  430         Amoco                                                       31,121 
  940         Apache Corp.                                                30,903 
  410         Chesapeake Energy Corp.*                                    36,849 
  370         Exxon                                                       32,144 
1,000         Global Marine, Inc.*                                        13,875 
  770         Louisiana Land & Exploration Corp.                          44,371 
1,520         Noble Drilling Corp.*                                       21,090 
  760         Occidental Petroleum                                        18,810 
1,250         Smith International*                                        37,656 
  450         Sonat, Inc.                                                 20,250 
  440         Texaco                                                      36,905 
                                                                      ----------
                                                                         323,974 
                                                                      ----------
              PHARMACEUTICALS -- 5.4% 
  520         Amgen, Inc.*                                                28,080 
  340         Eli Lilly & Co.                                             22,100 
  940         Johnson & Johnson                                           46,530 
  700         Merck & Co., Inc.                                           45,238 
  410         Pfizer, Inc.                                                29,264 
                                                                      ----------
                                                                         171,212 
                                                                      ----------
              RESTAURANTS -- 2.5% 
  780         Boston Chicken, Inc.*                                       25,350 
  630         McDonald Corp.                                              29,453 
  900         Starbucks Corp.*                                            25,425 
                                                                      ----------
                                                                          80,228 
                                                                      ----------
              RETAILERS -- 6.2% 
  490         Albertson's, Inc.                                       $   20,274 
  370         Bed Bath & Beyond, Inc.*                                     9,898 
  710         Corporate Express, Inc.*                                    28,400 
  560         Federated Department Stores*                                19,110 
  910         Gap Stores                                                  29,234 
  220         Nike, Inc.                                                  22,605 
  520         Petsmart, Inc.*                                             24,830 
  680         Safeway, Inc.*                                              22,440 
  630         The Pep Boys                                                21,420 
                                                                      ----------
                                                                         198,211 
                                                                      ----------
              TELEPHONE SYSTEMS -- 4.3% 
  410         Cincinnati Bell, Inc.                                       21,371 
  540         Frontier Corp.                                              16,538 
1,100         MCI Communications Corp.                                    28,188 
  500         Sprint Corp.                                                21,000 
1,410         Teleport Communications*                                    26,966 
  430         Worldcom, Inc.*                                             23,811 
                                                                      ----------
                                                                         137,874 
                                                                      ----------
              TEXTILES, CLOTHING & FABRIC -- 0.3% 
  200         Tommy Hilfiger Corp.*                                       10,725 
                                                                      ----------
              TRANSPORTATION -- 0.7% 
  440         CSX Corp.                                                   21,230 
                                                                      ----------
              TOTAL COMMON STOCKS 
               (Cost $2,884,816)                                       3,027,269 
                                                                      ----------
              TOTAL INVESTMENTS -- 95.4% 
               (Cost $2,884,816)                                       3,027,269 
              Other Assets and Liabilities 
               (net) -- 4.6%                                             147,142 
                                                                      ----------
              TOTAL NET ASSETS -- 100.0%                              $3,174,411 
                                                                      ==========
              NOTES TO THE SCHEDULE OF INVESTMENTS: 
              * Non-income producing security. 
</TABLE>
                See accompanying notes to financial statements.

FRONTIER CAPITAL APRECIATION FUND 
PORTFOLIO OF INVESTMENTS (UNAUDITED) 
(PERCENTAGES OF TOTAL NET ASSETS) 
JUNE 30, 1996 

<TABLE>
<CAPTION>
                                                                          VALUE 
SHARES                                                                   (NOTE 1) 
- ------                                                                   -------- 
<S>           <C>                                                          <C>
              COMMON STOCKS -- 86.7% 
              AEROSPACE & DEFENSE -- 4.2% 
  900         AAR Corp.                                                $  18,338 
4,850         Aeroflex, Inc.*                                             29,706 
  610         Aviation Sales Company*                                     12,505 
4,860         Banner Aerospace, Inc.*                                     40,703 
  400         BE Aerospace, Inc.*                                          5,200 
3,160         UNC, Inc.*                                                  26,465 
                                                                      ----------
                                                                         132,917 
                                                                      ----------
              AIRLINES -- 3.9% 
  390         Alaska Air Group, Inc.*                                     10,676 
2,090         America West Airlines B*                                    45,980 
  490         Continental Airlines B*                                     30,258 
2,520         Mesaba Holdings, Inc.                                       28,665 
1,220         World Airways, Inc.*                                         8,540 
                                                                      ----------
                                                                         124,119 
                                                                      ----------
              BANKING -- 0.9% 
  970         Long Island Bancorp, Inc.                                   29,646 
                                                                      ----------
              BUILDING MATERIALS -- 0.5% 
  240         Texas Industries, Inc.                                      16,470 
                                                                      ----------
              CHEMICALS -- 2.4% 
1,400         General Chemical Group, Inc.                                28,350 
3,060         Hexcel Corp.*                                               46,665 
                                                                      ----------
                                                                          75,015 
                                                                      ----------
              COMMERCIAL SERVICES -- 1.8% 
1,550         Childrens Comprehensive Services*                           33,325 
1,460         Protection One, Inc.*                                       23,908 
                                                                      ----------
                                                                          57,233 
                                                                      ----------
              COMMUNICATIONS -- 8.2% 
  730         AirTouch Communications*                                    20,623 
2,310         Arch Communications Group, Inc.*                          $ 43,024 
1,210         Boston Technology, Inc.*                                    20,419 
1,700         Centigram Communications Corp.*                             26,988 
  100         Davox Corp.*                                                 2,950 
  730         DSC Communications*                                         21,991 
1,770         Microwave Power Devices, Inc.*                              10,620 
  900         Natural Microsystems Corp*                                  31,500 
2,680         Penril Datacomm Networks, Inc.*                             36,180 
  610         QUALCOM, Inc.*                                              32,406 
1,140         Summa Four, Inc.*                                           15,818 
                                                                      ----------
                                                                         262,519 
                                                                      ----------
              COMPUTER SOFTWARE -- 5.5% 
1,580         4Front Software International*                               9,678 
  850         American Business Information, Inc.*                        15,513 
  600         Computer Task Group, Inc.                                   16,950 
  800         Compuware Corp.*                                            31,600 
1,600         HMT Technology Corp.*                                       25,200 
  980         Network General Corp.*                                      21,070 
2,000         ParcPlace Digitalk, Inc.*                                   18,250 
2,200         State of the Art, Inc.*                                     40,700 
                                                                      ----------
                                                                         178,961 
                                                                      ----------
              COMPUTERS & INFORMATION -- 4.9% 
  820         Cirrus Logic, Inc.*                                         14,350 
1,020         Comverse Technology, Inc.*                                  31,110 
  730         Datametrics Corp.*                                           3,650 
1,560         Evans & Sutherland Computer Co.*                            33,150 
  490         Seagate Technology, Inc.*                                   22,050 
1,050         Softkey International, Inc.*                                19,884 
1,210         Western Digital*                                            31,611 
                                                                      ----------
                                                                         155,805 
                                                                      ----------
              CONGLOMERATES -- 0.9% 
  410         Medar, Inc.*                                             $   4,254 
3,640         Worldcorp, Inc.*                                            24,570 
                                                                      ----------
                                                                          28,824 
                                                                      ----------
              CONTAINERS & PACKAGING -- 1.2% 
2,430         US Can Corp.*                                               39,488 
                                                                      ----------
              ELECTRIC UTILITIES -- 1.2% 
1,460         Calenergy, Inc.*                                            37,230 
                                                                      ----------
              ELECTRICAL EQUIPMENT -- 2.4% 
3,590         Encore Wire Corp.*                                          37,695 
  590         Sheldahl, Inc.*                                             12,316 
5,400         Spectrum Control, Inc.*                                     26,325 
                                                                      ----------
                                                                          76,336 
                                                                      ----------
              ELECTRONICS -- 12.5% 
4,500         Aavid Thermal Technologies*                                 32,625 
1,460         Allen Group, Inc.                                           31,755 
2,910         Alpha Industries, Inc.*                                     25,826 
1,330         Amphenol Corp A*                                            30,590 
  730         DII Group, Inc.*                                            18,615 
  480         Harman International Industries                             23,640 
  490         Intel Corp.                                                 35,984 
  990         Lattice Semiconductor*                                      23,884 
  480         Maxim Intergrated Products*                                 13,110 
  650         Oak Industries, Inc.*                                       19,256 
  970         Rogers Corp.*                                               24,117 
2,480         Safetytek Corp.*                                            26,040 
1,040         Trimble Navigation Ltd.*                                    20,020 
  970         Triquint Semiconductor, Inc.*                               20,128 
1,090         TSX Corp.*                                                  30,248 
1,500         VLSI Technology*                                            20,813 
                                                                      ----------
                                                                         396,651 
                                                                      ----------
              ENGINEERING -- 1.4% 
2,660         Insituform Technologies A*                             $    20,615 
  970         Jacobs Engineering Group*                                   25,584 
                                                                      ----------
                                                                          46,199 
                                                                      ----------
              ENTERTAINMENT & LEISURE -- 2.9% 
1,170         Galoob Lewis Toys, Inc.*                                    33,053 
1,480         International Game Technology                               24,975 
1,380         Lodgenet Entertainment Corp.*                               18,975 
  750         Toy Biz, Inc.*                                              15,188 
                                                                      ----------
                                                                          92,191 
                                                                      ----------
              HEALTH CARE PROVIDERS -- 1.0% 
  650         Quantum Health Resources*                                   11,050 
  830         Quorum Health Group, Inc.*                                  21,891 
                                                                      ----------
                                                                          32,941 
                                                                      ----------
              HEAVY CONSTRUCTION -- 1.0% 
2,550         Perini Corp.*                                               30,600 
                                                                      ----------
              INSURANCE -- 4.7% 
1,210         Conseco, Inc.                                               48,400 
2,060         John Alden Financial Corp.                                  45,578 
  970         Nymagic, Inc.                                               18,309 
  400         Paul Revere Corp.                                           11,000 
  850         United Wisconsin Services                                   22,100 
                                                                      ----------
                                                                         145,387 
                                                                      ----------
              MEDIA, BROADCASTING & 
               PUBLISHING -- 7.3% 
  440         Cablevision Systems Corp.*                                  20,350 
1,240         Comcast Corp.                                               22,940 
2,620         International Imaging Material*                             62,225 
1,700         Jones Intercable, Inc.*                                     22,738 
1,030         Scientific Games Holdings Corp.*                            29,870 
  490         TCA Cable TV, Inc.                                          14,823 
1,710         Valassis Communications, Inc.*                              31,635 
  730         Viacom, Inc. B*                                             28,379 
                                                                      ----------
                                                                         232,960 
                                                                      ----------
              MEDICAL SUPPLIES -- 0.5% 
1,210         Staar Surgical Co.*                                         18,906 
                                                                      ----------
              MEDICAL & BIO-TECHNOLOGY -- 1.0% 
3,160         Anika Research, Inc.*                                       19,355 
  490         Protein Design Labs, Inc.*                                  11,025 
                                                                      ----------
                                                                          30,380 
                                                                      ----------
              METALS -- 1.6% 
  560         Carpenter Technology                                        17,920 
2,410         Oregon Steel Mills                                          33,138 
                                                                      ----------
                                                                          51,058 
                                                                      ----------
              MINING -- 0.4% 
  500         Titanium Metals Corp*                                       12,938 
                                                                      ----------
              OIL & GAS -- 4.9% 
  480         Anadarko Petroleum Corp.                                    27,840 
1,700         Aquila Gas Pipeline Corp.                                   22,100 
1,440         Geoscience Corp*                                            20,160 
  490         Louisiana Land & Exploration Corp.                          28,236 
  720         Noble Drilling Corp.*                                        9,990 
  490         Production Operators Corp.                                  16,538 
  970         Ultramar                                                    28,130 
  240         Wiser Oil Co.                                                3,030 
                                                                      ----------
                                                                         156,024 
                                                                      ----------
              PHARMACEUTICALS -- 0.7% 
3,230         Chantal Pharmaceutical Corp.*                               21,399 
                                                                      ----------
              RESTAURANTS -- 0.1% 
  470         Bugaboo Creek Steak House*                                   3,995 
                                                                      ----------
              RETAILERS -- 1.6% 
2,430         Semiconductor Packaging Materials*                          26,123 
4,200         The Topp, Inc.*                                             23,625 
                                                                      ----------
                                                                          49,748 
                                                                      ----------
              TELEPHONE SYSTEMS -- 1.5% 
1,070         Spectrian Corp.*                                            15,248 
  570         Worldcom, Inc.*                                             31,564 
                                                                      ----------
                                                                          46,812 
                                                                      ----------
              TEXTILES, CLOTHING & FABRIC -- 2.1% 
1,240         Donnkenny, Inc.*                                            24,180 
2,900         Sport-Haley, Inc.*                                          42,413 
                                                                      ----------
                                                                          66,593 
                                                                      ----------
              TRANSPORTATION -- 0.7% 
2,670         OMI Corp*                                                   23,029 
                                                                      ----------
              WHOLESALE TRADE -- 2.8% 
2,670         Central Garden & Pet Co.*                                   48,060 
1,310         Sodak Gaming*                                               39,955 
                                                                      ----------
                                                                          88,015 
                                                                      ----------
              TOTAL COMMON STOCKS 
               (Cost $2,625,517)                                       2,760,389 
                                                                      ----------
              TOTAL INVESTMENTS -- 86.7% 
               (Cost $2,625,517)                                       2,760,389 
              Other Assets and Liabilities 
               (net) -- 13.3%                                            423,696 
                                                                      ----------
              TOTAL NET ASSETS -- 100.0%                              $3,184,085 
                                                                      ==========
              NOTES TO THE SCHEDULE OF INVESTMENTS: 
              * Non-income producing security. 
</TABLE>
                See accompanying notes to financial statements.

ENHANCED U.S. EQUITY FUND 
PORTFOLIO OF INVESTMENTS (UNAUDITED) 
(PERCENTAGES OF TOTAL NET ASSETS) 
JUNE 30, 1996 

<TABLE>
<CAPTION>
                                                                          VALUE 
SHARES                                                                   (NOTE 1) 
- ------                                                                   -------- 
<S>           <C>                                                        <C>
              COMMON STOCKS -- 88.4%  
              AEROSPACE & DEFENSE -- 1.6% 
  100         Lockheed Martin Corp.                                      $ 8,400 
  200         McDonnell Douglas Corp.                                      9,700 
                                                                      ----------
                                                                          18,100 
                                                                      ----------
              AIRLINES -- 0.7% 
  100         Delta Air Lines, Inc.                                        8,300 
                                                                      ----------
              AUTOMOTIVE -- 1.1% 
  200         Chrysler Corp.                                              12,400 
                                                                      ----------
              BANKING -- 6.8% 
  300         BankAmerica Corp.                                           22,725 
  100         Chase Manhattan Corp.                                        7,063 
  300         First Chicago NBD Corp.                                     11,738 
  100         First Union Corp.                                            6,088 
  100         J.P. Morgan & Co., Inc.                                      8,463 
  200         Nationsbank Corp.                                           16,525 
  100         PNC Bank Corp.                                               2,975 
                                                                      ----------
                                                                          75,577 
                                                                      ----------
              BEVERAGES, FOOD & TOBACCO -- 5.3% 
  400         Coca-Cola Co.                                               19,529 
  200         ConAgra                                                      9,075 
  100         Great Atlantic & Pacific Tea Co.                             3,288 
  200         Pepsico, Inc.                                                7,075 
  200         Philip Morris Co.                                           20,800 
                                                                      ----------
                                                                          59,767 
                                                                      ----------
              CHEMICALS -- 2.3% 
  200         Dow Chemical                                                15,200 
  100         Dupont (E.I.) de Nemours                                     7,913 
  100         Engelhard Corp.                                              2,300 
                                                                      ----------
                                                                          25,413 
                                                                      ----------
              COMMERCIAL SERVICES -- 1.0% 
  200         Service Corp International                                  11,500 
                                                                      ----------
              COMMUNICATIONS -- 0.4% 
  166         360 Communications Co.*                                      3,984 
                                                                      ----------
              COMPUTER SOFTWARE -- 0.5% 
  100         Cisco Systems, Inc.*                                         5,663 
                                                                      ----------
              COMPUTERS & INFORMATION -- 4.7% 
  100         Compaq Computer*                                             4,925 
              Computer Associates International, 
  100          Inc.                                                        7,125 
  200         Data General Corp.*                                          2,600 
  100         Digital Equipment Corp.*                                     4,500 
  100         Hewlett-Packard, Inc.                                        9,963 
  300         Intergraph Corp.*                                            3,638 
  200         International Business Machines                             19,800 
                                                                      ----------
                                                                          52,551 
                                                                      ----------
              CONGLOMERATES -- 4.2% 
  200         Dover Corp.                                                  9,225 
  100         Eastern Enterprises                                          3,325 
  400         General Electric                                            34,600 
                                                                      ----------
                                                                          47,150 
                                                                      ----------
              CONTAINERS & PACKAGING -- 0.9% 
  100         Avery-Dennison Corp.                                         5,488 
  100         Temple Inland, Inc.                                          4,675 
                                                                      ----------
                                                                          10,163 
                                                                      ----------
              COSMETICS & PERSONAL CARE -- 0.6% 
  100         Gillette Co.                                                 6,238 
                                                                      ----------
              ELECTRIC UTILITIES -- 3.4% 
  200         Central & South West Corp.                                   5,800 
  100         Consolidated Edison of New York                              2,925 
  900         Edison International                                        15,863 
  100         Entergy Corp.                                                2,838 
  400         Unicom Corp.                                                11,150 
                                                                      ----------
                                                                          38,576 
                                                                      ----------
              ELECTRICAL EQUIPMENT -- 0.6% 
  100         Raychem Corp.                                              $ 7,188 
                                                                      ----------
              ELECTRONICS -- 3.8% 
  100         Analog Devices, Inc.*                                        2,550 
  400         Applied Materials, Inc.*                                    12,200 
  300         Avnet, Inc.                                                 12,638 
  300         International Rectifier Corp.*                               4,838 
  100         Polaroid Corp.                                               4,563 
  100         Tektronix, Inc.                                              4,475 
                                                                      ----------
                                                                          41,264 
                                                                      ----------
              ENTERTAINMENT & LEISURE -- 0.8% 
  100         Fleetwood Enterprises, Inc.                                  3,100 
  100         Walt Disney Co.                                              6,288 
                                                                      ----------
                                                                           9,388 
                                                                      ----------
              FINANCIAL SERVICES -- 3.5% 
              Federal National Mortgage 
  200          Association                                                 6,700 
  200         Merrill Lynch & Co.                                         13,025 
  300         Morgan Stanley Group, Inc.                                  14,738 
  100         Salomon, Inc.                                                4,400 
                                                                      ----------
                                                                          38,863 
                                                                      ----------
              FOOD RETAILERS -- 1.9% 
  800         Archer-Daniels-Midland                                      15,300 
  200         Supervalu, Inc.                                              6,300 
                                                                      ----------
                                                                          21,600 
                                                                      ----------
              FOREST PRODUCTS & PAPER -- 1.0% 
  200         International Paper Co.                                      7,375 
  100         Weyerhauser Co.                                              4,250 
                                                                      ----------
                                                                          11,625 
                                                                      ----------
              GAS UTILITIES -- 0.8% 
  400         Pacific Gas & Electric                                       9,300 
                                                                      ----------
              HEAVY MACHINERY -- 0.7% 
  100         Deere & Co.                                                  4,000 
  100         Ingersoll Rand Co.                                           4,375 
                                                                      ----------
                                                                           8,375 
                                                                      ----------
              HOME CONSTRUCTION, FURNISHINGS & 
               APPLIANCES -- 1.5% 
  300         Black & Decker Corp.                                        11,588 
  100         Home Depot                                                   5,400 
                                                                      ----------
                                                                          16,988 
                                                                      ----------
              HOUSEHOLD PRODUCTS -- 0.8% 
  100         Procter & Gamble Co.                                         9,063 
                                                                      ----------
              INDUSTRIAL TECHNOLOGY -- 0.4% 
  100         Millipore Corp.                                              4,188 
                                                                      ----------
              INSURANCE -- 6.0% 
  200         American International Group                                19,725 
  100         Loews Corp.                                                  7,888 
  300         Safeco Corp.                                                10,613 
  100         TransAmerica Corp.                                           8,100 
  450         Travelers Group                                             20,531 
                                                                      ----------
                                                                          66,857 
                                                                      ----------
              MEDIA, BROADCASTING & 
               PUBLISHING -- 2.8% 
  500         Kingworld Productions, Inc.*                                18,188 
  300         New York Times Co.                                           9,788 
  100         Viacom, Inc. B*                                              3,888 
                                                                      ----------
                                                                          31,864 
                                                                      ----------
              MEDICAL SUPPLIES -- 1.0% 
  200         Medtronic, Inc.                                             11,200 
                                                                      ----------
              OIL & GAS -- 7.8% 
  100         Amoco                                                        7,238 
  400         Exxon                                                       34,750 
  100         Halliburton Co.                                              5,550 
  200         Helmerich & Payne, Inc.                                      7,325 
  100         Mobil Corp.                                                 11,213 
  100         Noram Energy Corp.                                           1,088 
  100         Oneok, Inc.                                                  2,500 
  300         Panenergy Corp.                                              9,863 
  100         Santa Fe Energy Resources, Inc.*                             1,188 
  100         Williams Companies, Inc.                                     4,950 
                                                                      ----------
                                                                          85,665 
                                                                      ----------
              PHARMACEUTICALS -- 9.7% 
  400         Abbott Laboratories                                         17,400 
  200         Cardinal Health, Inc.                                       14,425 
  600         Johnson & Johnson                                           29,700 
  400         Merck & Co, Inc.                                            25,850 
  300         Pfizer, Inc.                                                21,413 
                                                                      ----------
                                                                         108,788 
                                                                      ----------
              RESTAURANTS -- 0.7% 
  100         Luby's Cafeteria, Inc.                                       2,350 
  300         Wendys International, Inc.                                   5,588 
                                                                      ----------
                                                                           7,938 
                                                                      ----------
              RETAILERS -- 4.3% 
  300         Federated Department Stores*                                10,238 
  200         Mercantile Stores                                           11,725 
  100         Price/Costco, Inc.*                                          2,163 
  100         Sears Roebuck                                                4,863 
  100         Snap-On, Inc.                                                4,738 
  750         Staples, Inc.*                                              14,625 
                                                                      ----------
                                                                          48,352 
                                                                      ----------
              TELEPHONE SYSTEMS -- 6.2% 
  100         AT & T Corp.                                                 6,200 
  100         Bell Atlantic Corp.                                          6,375 
  100         Bellsouth Corp.                                              4,238 
  300         GTE                                                         13,425 
  500         MCI Communications Corp.                                    12,813 
  100         SBC Communications, Inc.                                     4,925 
  500         Sprint Corp.                                                21,000 
                                                                      ----------
                                                                          68,976 
                                                                      ----------
              TEXTILES, CLOTHING & FABRIC -- 0.3% 
  100         Liz Claiborne                                                3,463 
                                                                      ----------
              TRANSPORTATION -- 0.3% 
  100         Caliber Systems, Inc.                                        3,400 
                                                                      ----------
              TOTAL COMMON STOCKS 
               (Cost $930,773)                                           989,727 
                                                                      ----------
              FOREIGN COMMON STOCK -- 3.6% 
              CANADA -- 1.3% 
  100         Barrick Gold Corp.                                           2,713 
  200         Imperial Oil                                                 8,425 
  200         Laidlaw, Inc. B                                              2,025 
  100         Moore Corp Ltd.                                              1,888 
                                                                      ----------
                                                                          15,051 
                                                                      ----------
              NETHERLANDS -- 1.4% 
  100         Royal Dutch Petroleum                                       15,375 
                                                                      ----------
              NORWAY -- 0.9% 
  200         Norsk Hydro AS ADR                                           9,775 
                                                                      ----------
              TOTAL FOREIGN COMMON 
               STOCK (Cost $38,442)                                       40,201 
                                                                      ----------
              TOTAL INVESTMENTS -- 92.0% 
               (Cost $969,215)                                         1,029,928 
              Other Assets and Liabilities 
               (net) -- 8.0%                                              89,499 
                                                                      ----------
              TOTAL NET ASSETS -- 100.0%                              $1,119,427 
                                                                      ==========
              NOTES TO THE SCHEDULE OF INVESTMENTS: 
              ADR American Depositary Receipt 
              * Non-income producing security. 
</TABLE>
                See accompanying notes to financial statements.

M FUND, INC. 
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED) 
JUNE 30, 1996 


<TABLE>
<CAPTION>
                                                     EDINBURGH                  FRONTIER CAPITAL     ENHANCED 
                                                      OVERSEAS    TURNER CORE     APPRECIATION      U.S. EQUITY 
                                                    EQUITY FUND   GROWTH FUND         FUND             FUND 
                                                    -----------   -----------         ----             ---- 
<S>                                                     <C>           <C>              <C>              <C>
ASSETS: 
   Investments, at value (Note 1)* --
     see accompanying portfolio of investments       $2,353,993    $3,027,269      $2,760,389       $1,029,928 
   Cash                                                 135,734        45,774         382,293           40,158 
   Foreign currency, at value (Note 1)**                  3,247        --              --               -- 
   Receivable from: 
       Securities sold                                   --            24,675          15,577           59,191 
       Dividends and interest                             8,908         3,149           1,677            2,218 
       Investment Adviser (Note 2)                       42,683        50,253          48,540           51,159 
   Deferred organization expense                         94,110        94,110          94,110           94,110 
                                                         ------        ------          ------           ------ 
          Total assets                                2,638,675     3,245,230       3,302,586        1,276,764 
                                                      ---------     ---------       ---------        --------- 
LIABILITIES: 
   Payable for securities purchased                      10,241        44,673          34,745           73,766 
   Net open forward currency contracts (Note 6)              33        --              --               -- 
   Organization expense payable (Note 5)                  6,933         6,933          62,750           62,750 
   Accrued expenses and other liabilities                16,581        19,213          21,006           20,821 
                                                         ------        ------          ------           ------ 
          Total liabilities                              33,788        70,819         118,501          157,337 
                                                         ------        ------         -------          ------- 
NET ASSETS                                           $2,604,887    $3,174,411      $3,184,085       $1,119,427 
                                                     ==========    ==========      ==========       ========== 
NET ASSETS CONSIST OF: 
   Paid-in capital                                   $2,550,493    $3,011,464      $3,001,858       $1,000,000 
   Undistributed net investment income (loss)            11,761         6,771          (1,425)           8,172 
   Accumulated net realized gain (loss) on
   investments and foreign currency transactions         (9,094)       13,723          48,779           50,542 
   Net unrealized appreciation on investments, 
     forward currency contracts, and net other
     assets                                              51,727      142,453         134,873           60,713 
                                                         ------      -------         -------           ------ 
NET ASSETS                                           $2,604,887    $3,174,411      $3,184,085       $1,119,427 
                                                     ==========    ==========      ==========       ========== 
SHARES OUTSTANDING                                      253,778       282,736         266,884          100,000 
                                                        =======       =======         =======          ======= 
Net asset value, offering price and redemption
  price per share                                    $    10.26    $    11.23      $    11.93       $    11.19 
                                                     ==========    ==========      ==========       ========== 
 * Cost of investments                               $2,302,213    $2,884,816      $2,625,517       $  969,215 
** Cost of foreign currency                          $    3,227        --              --               -- 

</TABLE>

            See accompanying notes to the financial statements. 



M FUND, INC. 
STATEMENTS OF OPERATIONS (UNAUDITED) 
FOR THE PERIOD ENDED JUNE 30, 1996(A) 


<TABLE>
<CAPTION>
                                                     EDINBURGH                  FRONTIER CAPITAL     ENHANCED 
                                                      OVERSEAS    TURNER CORE     APPRECIATION      U.S. EQUITY 
                                                    EQUITY FUND   GROWTH FUND         FUND             FUND 
                                                    -----------   -----------         ----             ---- 
<S>                                                     <C>           <C>               <C>              <C>
INVESTMENT INCOME: 
   Interest                                           $  5,678      $  4,865        $  5,896         $  1,484 
   Dividends*                                           19,914         7,581           1,950           10,888 
                                                        ------         -----           -----           ------ 
          Total investment income                       25,592        12,446           7,846           12,372 
                                                        ------        ------           -----           ------ 
EXPENSES: 
   Investment Advisory fee (Note 2)                     11,172         3,648           7,256            2,887 
   Custody and administration fees                      42,122        37,045          36,808           37,521 
   Professional fees                                    10,895         9,937           9,936            9,936 
   Registration and filing fees                            500           390             390              390 
   Directors' fees and expenses                          3,836         3,836           3,836            3,836 
   Amortization of organization costs                    9,889         9,889           9,889            9,889 
   Other                                                 3,117         3,117           3,117            3,118 
                                                         -----         -----           -----            ----- 
          Total expenses                                81,531        67,862          71,232           67,577 
   Less: Expenses reimbursable by the Adviser
     (Note 2)                                           67,700        62,187          61,961           63,377 
           -                                            ------        ------          ------           ------ 
   Net operating expenses                               13,831         5,675           9,271            4,200 
                                                        ------         -----           -----            ----- 
NET INVESTMENT INCOME (LOSS)                            11,761         6,771          (1,425)           8,172 
                                                        ------         -----          ------            ----- 
REALIZED AND UNREALIZED GAIN (LOSS): 
   Net realized gain (loss) on: 
       Investment transactions                         (10,603)       13,723          48,779           50,542 
       Foreign currency transactions                     1,509         --              --               -- 
                                                         -----                                             
       Net realized gain (loss)                         (9,094)       13,723          48,779           50,542 
                                                        ------        ------          ------           ------ 
   Net change in unrealized appreciation 
     (depreciation) on: 
       Investments                                      51,779       142,453         134,873           60,713 
       Forward currency and net other assets               (52)        --              --               -- 
                                                           ---         ---             ---               ---
          Net unrealized appreciation during the 
           period                                       51,727       142,453         134,873           60,713 
                                                        ------       -------         -------           ------ 
NET REALIZED AND UNREALIZED GAIN (LOSS)                 42,633       156,176         183,652          111,255 
                                                        ------       -------         -------          ------- 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
  FROM OPERATIONS                                     $ 54,394      $162,947        $182,227         $119,427 
                                                      ========      ========        ========         ======== 
  * Net of foreign taxes withheld of:                   (3,192)        --              --                (137) 
(a) Funds commenced operations on January 4, 1996 

</TABLE>

            See accompanying notes to the financial statements. 



M FUND, INC. 
STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) 
FOR THE PERIOD ENDED JUNE 30, 1996(A) 


<TABLE>
<CAPTION>
                                                     EDINBURGH                  FRONTIER CAPITAL     ENHANCED 
                                                      OVERSEAS    TURNER CORE     APPRECIATION      U.S. EQUITY 
                                                    EQUITY FUND   GROWTH FUND         FUND             FUND 
                                                    -----------   -----------         ----             ---- 
<S>                                                     <C>           <C>              <C>              <C>
INCREASE (DECREASE) IN NET ASSETS FROM: 
OPERATIONS: 
   Net investment income (loss)                      $   11,761    $    6,771      $   (1,425)      $    8,172 
   Net realized gain (loss) on investment and
     foreign currency transactions                       (9,094)       13,723          48,779           50,542 
   Net change in unrealized appreciation on 
     investments, forward currency contracts, 
     foreign currency, and other assets                  51,727       142,453         134,873           60,713 
                                                         ------       -------         -------           ------ 
   Net increase in net assets resulting from 
     operations                                          54,394       162,947         182,227          119,427 
                                                         ------       -------         -------          ------- 
DISTRIBUTIONS TO SHAREHOLDERS: 
   From net investment income                            --            --              --               -- 
   From net realized capital gains                       --            --              --               -- 
                                                         ------       -------         -------          -------
       Total distributions to shareholders               --            --              --               -- 
                                                         ------       -------         -------          -------
FUND SHARE TRANSACTIONS (NOTE 4): 
   Proceeds from shares sold                          2,602,435     3,289,870       3,274,804          980,000 
   Net asset value of shares issued on reinvestment 
     of distributions                                    --            --              --               -- 
   Cost of shares repurchased                           (91,942)     (298,406)       (292,946)          -- 
                                                        -------      --------        --------              
   Net increase (decrease) in net assets resulting 
     from Fund share transactions                     2,510,493     2,991,464       2,981,858          980,000 
                                                      ---------     ---------       ---------          ------- 
TOTAL CHANGE IN NET ASSETS                            2,564,887     3,154,411       3,164,085        1,099,427 
NET ASSETS: 
   Beginning of period                                   40,000        20,000          20,000           20,000 
                                                         ------        ------          ------           ------ 
   End of period*                                     2,604,887     3,174,411       3,184,085        1,119,427 
                                                      =========     =========       =========        ========= 
  * Including undistributed net investment income 
    (loss) of:                                       $   11,761    $    6,771      $   (1,425)      $    8,172 
(a) Funds commenced operations on January 4, 1996 

</TABLE>

            See accompanying notes to the financial statements. 




M FUND, INC. 
FINANCIAL HIGHLIGHTS (UNAUDITED) 
FOR THE PERIOD ENDED JUNE 30, 1996(A) 


<TABLE>
<CAPTION>
                                                     EDINBURGH                  FRONTIER CAPITAL     ENHANCED 
                                                      OVERSEAS    TURNER CORE     APPRECIATION      U.S. EQUITY 
                                                    EQUITY FUND   GROWTH FUND         FUND             FUND 
                                                    -----------   -----------         ----             ---- 
<S>                                                     <C>           <C>                <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                  $ 10.00       $ 10.00          $ 10.00          $ 10.00 
                                                      -------       -------          -------          ------- 
INCOME FROM INVESTMENT OPERATIONS: 
   Net investment income (loss)                          0.05          0.02            (0.01)            0.08 
   Net realized and unrealized gain on investments       0.21          1.21             1.94             1.11 
                                                         ----          ----             ----             ---- 
       Total from investment operations                  0.26          1.23             1.93             1.19 
                                                         ----          ----             ----             ---- 
LESS DISTRIBUTIONS TO SHAREHOLDERS: 
   From net investment income                           --            --               --               -- 
   From net realized gains                              --            --               --               -- 
                                                         ----          ----             ----             ----
       Total distributions                              --            --               --               -- 
                                                         ----          ----             ----             ----
NET ASSET VALUE, END OF PERIOD                        $ 10.26       $ 11.23          $ 11.93          $ 11.19 
                                                      =======       =======          =======          ======= 
TOTAL RETURN                                             2.60%        12.30%           19.30%           11.90% 
RATIOS/SUPPLEMENTAL DATA: 
   Net assets, end of period (000's)                  $ 2,605       $ 3,174          $ 3,184          $ 1,119 
   Net expenses to average daily net assets              1.30%*        0.70%*           1.15%*           0.80%* 
   Net investment income (loss) to average daily
     net assets                                          1.11%*        0.83%*          (0.18)%*          1.57%* 
   Portfolio turnover rate                                 16%           61%              39%              36% 
   Average commission rate paid                         $0.04**       $0.06**          $0.05**          $0.02** 
   Without the reimbursement of expenses by the 
     adviser, the ratio of net expenses to average 
     net assets would have been: 
       Expenses                                          7.70%*        8.36%*           8.82%*          12.94%* 




<FN>
(a) Funds commenced operations on January 4, 1996 
 * Annualized 
** Average commission rate paid is computed by dividing the total dollar 
   amount of commissions paid during the period by the total number of 
   shares purchased and sold during the period for which commissions were 
   charged. Amount is computed on a non annualized basis. 
</FN>
</TABLE>

            See accompanying notes to the financial statements. 



M FUND INC. 
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 



M Fund, Inc. (the "Company") was incorporated in Maryland on August 11, 
1995 and is registered under the Investment Company Act of 1940, as 
amended (the "1940 Act"), as an open-end management investment company. 
The Company consists of four separate diversified investment portfolios: 
Edinburgh Overseas Equity Fund, Turner Core Growth Fund, Frontier Capital 
Appreciation Fund and Enhanced U.S. Equity Fund, (the "Funds"), each of 
which is, in effect, a separate mutual fund. All of the Funds commenced 
operations on January 4, 1996. 

The Funds are available through the purchase of variable life insurance 
and variable annuity policies. Shares of the Funds may also be sold to 
qualified pension and retirement plans. Each of the Funds seeks long term 
capital appreciation or total return, and each Fund will invest primarily 
in stocks and other equity securities. 

1. SIGNIFICANT ACCOUNTING POLICIES 

The preparation of financial statements in accordance with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts and disclosures in the 
financial statements. Actual results could differ from those estimates. 

The following is a summary of significant accounting policies for the 
Funds. Such policies are in conformity with generally accepted accounting 
principles for investment companies and are consistently followed by the 
Funds in the preparation of the financial statements. 

PORTFOLIO VALUATION 

Equity securities and other similar investments traded on a recognized 
U.S. or foreign securities exchange or the National Association of 
Securities Dealers Automated Quotation System (NASDAQ) are valued at their 
last sale price on the principal exchange on which they are traded or 
NASDAQ (if NASDAQ is the principal market for such securities). If no sale 
occurs, equities traded on a U.S. exchange or NASDAQ are valued at the 
mean between the closing bid and asked price. Equities traded on a foreign 
exchange, for which no sale occurs, are valued at the official bid price. 
Unlisted equity securities for which market quotations are readily 
available are valued at the last sale price or, if no sale occurs, at the 
mean between the last bid and asked price. Debt securities and other 
fixed-income investments of the Funds will be valued at prices supplied by 
independent pricing agents approved by the Board of Directors. Short-term 
obligations maturing in sixty days or less are valued at amortized cost. 
Amortized cost valuation involves initially valuing a security at its 
cost, and thereafter, assuming a constant amortization to maturity of any 
discount or premium, regardless of the impact of fluctuating interest 
rates on the market value of the security. Securities whose market value 
does not, in the Adviser's opinion, reflect fair value, are valued at fair 
value using methods determined in good faith by the Board of Directors. 


REPURCHASE AGREEMENTS 

Turner Core Growth Fund and Enhanced U.S. Equity Fund may engage in 
repurchase agreement transactions. Under the terms of a typical repurchase 
agreement, the Fund takes possession of an underlying debt obligation 
(i.e. collateral) subject to an obligation of the seller to repurchase, 
and the Fund to resell, the obligation at an agreed-upon price and time, 
thereby determining the yield during the Fund's holding period. This 
arrangement results in a fixed rate of return that is not subject to 
market fluctuations during the Fund's holding period. The value of the 
collateral is at least equal at all times to the total amount of the 
repurchase obligations, including interest. In the event of counterparty 
default, the Fund has the right to use the collateral to offset losses 
incurred. There is potential loss to the Fund in the event the Fund is 
delayed or prevented from exercising its rights to dispose of the 
collateral securities, including the risk of a possible decline in the 
value of the underlying securities during the period while the Fund seeks 
to assert its rights. The Fund's investment adviser, acting under the 
supervision of the Board of Directors, reviews the value of the collateral 
and the creditworthiness of those banks and dealers with which the Fund 
enters into repurchase agreements to evaluate potential risks. 

FOREIGN CURRENCY 

Edinburgh Overseas Equity Fund may invest in non U.S. dollar denominated 
assets. Foreign currencies, investments and other assets and liabilities 
of the Fund are translated into U.S. dollars at the exchange rates 
available at twelve noon Eastern Time. Purchases and sales of investment 
securities, income receipts and expense payments are translated into U.S. 
dollars at the prevailing exchange rate on the respective dates of such 
transactions. 

The Fund does not isolate that portion of the results of changes in 
foreign currency exchange rates from the fluctuations arising from changes 
in the market prices of securities held at period end. Net realized 
foreign currency gains and losses result from changes in exchange rates, 
including foreign currency gains and losses between trade date and 
settlement date on investment securities transactions, foreign currency 
transactions and the difference between the amounts of interest and 
dividends recorded on the books of the Fund and the amount actually 
received. The portion of foreign currency gains and losses related to 
fluctuation in exchange rates between the initial trade date and 
subsequent sale trade date is included in realized gains and losses on 
investment securities sold. 

FORWARD FOREIGN CURRENCY CONTRACTS 

Edinburgh Overseas Equity Fund may enter into forward foreign currency 
exchange contracts. Forward foreign currency contracts are valued at the 
forward rate and are marked-to-market daily. The change in market value is 
recorded by the Fund as an unrealized gain or loss. When the contract is 
closed or delivery is taken, the Fund records a realized gain or loss 
equal to the difference between the value of the contract at the time it 
was opened and the value of the contract at settlement date. 

The use of forward foreign currency contracts does not eliminate 
fluctuations in the underlying prices of the Fund's securities, but it 
does establish a rate of exchange that can be achieved in the future. 
Although forward foreign currency contracts can limit the risk of loss due 
to a decline in the value of the hedged currency, they also limit any 
potential gain that might result should the value of the currency 
increase. In addition, the Fund could be exposed to risks if the 
counterparties to the contracts are unable to meet the terms of their 
contracts. 

SECURITIES TRANSACTIONS AND INVESTMENT INCOME 

Securities transactions are recorded as of the trade date. Realized gains 
or losses from securities sold are recorded on the identified cost basis. 
Interest income is recorded on the accrual basis and consists of interest 
accrued and, if applicable, discount earned less premiums amortized. 
Dividend income is recorded on the ex-dividend date, except that certain 
dividends from foreign securities are recorded as soon as the Fund is 
informed of the ex-dividend date. 

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS 

Each Fund declares and pays dividends from net investment income, if any, 
and distributes net short-term capital gains, if any, on an annual basis. 
Each Fund also distributes, at least annually, substantially all of the 
long-term capital gains in excess of available capital losses, if any, 
which it realizes for each taxable year. Income distributions and capital 
gain distributions are determined in accordance with income tax 
regulations which may differ from generally accepted accounting 
principles. These differences are primarily due to differing treatments of 
income and gains on various investment securities held by each Fund, 
timing differences and differing characterization of distributions made by 
each Fund. Permanent differences relating to shareholder distributions 
will result in reclassifications to paid-in capital. 

FEDERAL INCOME TAXES 

The Funds intend to qualify as a regulated investment company, by 
complying with the requirements under Subchapter M of the Internal Revenue 
Code of 1986, as amended, applicable to regulated investment companies and 
by distributing substantially all of its earnings to its shareholders. 
Therefore, no provision for federal income tax is necessary. 

2. ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES 

The Company has entered into an investment advisory agreement (the 
"Advisory Agreement") with M Financial Investment Advisers, Inc.(the 
"Adviser"). The Adviser is an affiliate of M Life Insurance Company ("M 
Life"). The Adviser and M Life are controlled by Management Partnership, a 
general partnership which does business under the name M Financial Group. 
The Advisory Agreement provides for the Funds to pay the Adviser a monthly 
fee at an annual rate of the value of each Fund's average daily net assets 
as follows: 


<TABLE>
<CAPTION>
                  FUND                               TOTAL ADVISORY FEES 
                  ----                               ------------------- 
<S>                                                      <C>
Edinburgh Overseas Equity Fund             1.05% on the first $10 million 
                                           0.90% on the next $15 million 
                                           0.75% on the next $75 million 
                                           0.60% on amounts above $100 million 
Turner Core Growth Fund                    0.45% 
Frontier Capital Appreciation Fund         0.90% 
Enhanced U.S. Equity Fund                  0.55% on the first $25 million 
                                           0.45% on the next $75 million 
                                           0.30% on amounts above $100 million 
</TABLE>

The Adviser has engaged Edinburgh Fund Managers Plc., Turner Investment 
Partners, Inc., Frontier Capital Management Company, Inc., and Franklin 
Portfolio Associates Trust to act as sub-advisers to provide day to day 
portfolio management for the Edinburgh Overseas Equity Fund, Turner Core 
Growth Fund, Frontier Capital Appreciation Fund and Enhanced U.S. Equity 
Fund, respectively. 

The Adviser has voluntarily undertaken to waive or otherwise reimburse the 
Edinburgh Overseas Equity Fund, Turner Core Growth Fund, Frontier Capital 
Appreciation Fund and Enhanced U.S. Equity Fund for their operating 
expenses, exclusive of advisory fees, brokerage or other portfolio 
transaction expenses or expenses of litigation, indemnification, taxes or 
other extraordinary expenses, to the extent that they exceed 0.25% of the 
average daily net assets of the Fund through December 31, 1996. 

No officer, director or employee of the Adviser, or sub-advisers receives 
any compensation from the Company for serving as a director or officer of 
the Company. The Company pays each Director who is not an officer or 
employee of the Adviser and their affiliates, $8,000 per annum plus $500 
per meeting attended and reimburses each such Director for travel and 
out-of-pocket expenses. 

3. PURCHASES AND SALES OF SECURITIES 

Costs of purchases and proceeds from sales of investment securities, 
excluding U.S. Government Securities and short-term investments, for the 
period January 4, 1996 through June 30, 1996, were as follows: 

<TABLE>
<CAPTION>
                                                  PURCHASES          SALES 
                                                  ---------          ----- 
<S>                                                  <C>              <C>
Edinburgh Overseas Equity Fund                  $ 2,624,071       $  311,254 
Turner Core Growth Fund                           3,864,269          993,177 
Frontier Capital Appreciation Fund                3,200,804          624,067 
Enhanced U.S. Equity Fund                         1,287,951          369,277 

</TABLE>

For the period January 4, 1996 through June 30, 1996, aggregated gross 
unrealized appreciation for all securities in which there is an excess of 
value over tax cost and aggregate gross unrealized depreciation for all 
securities in which there is an excess of tax cost over value were as 
follows: 

<TABLE>
<CAPTION>
                                        TAX BASIS      TAX BASIS    NET UNREALIZED 
                                       UNREALIZED     UNREALIZED     APPRECIATION 
                                      APPRECIATION   DEPRECIATION   (DEPRECIATION) 
                                      ------------   ------------   -------------- 
<S>                                        <C>            <C>            <C>
Edinburgh Overseas Equity Fund         $ 127,437      $  (75,657)     $  51,780 
Turner Core Growth Fund                  213,038         (70,585)       142,453 
Frontier Capital Appreciation Fund       261,248        (126,376)       134,872 
Enhanced U.S. Equity Fund                 81,571         (20,858)        60,713 

</TABLE>

4. SHARES OF BENEFICIAL INTEREST 

For the period January 4, 1996 through June 30, 1996 an unlimited number 
of shares of beneficial interest without par value were authorized. 
Changes in shares of beneficial interest were as follows: 

<TABLE>
<CAPTION>
                                         EDINBURGH OVERSEAS      TURNER CORE 
                                             EQUITY FUND         GROWTH FUND 
                                             -----------         ----------- 
                                           FOR THE PERIOD      FOR THE PERIOD 
                                          JANUARY 4, 1996-    JANUARY 4, 1996- 
                                          JUNE 30, 1996(A)    JUNE 30, 1996(A) 
                                          ----------------    ---------------- 
<S>                                             <C>                 <C> 
Shares sold                                   258,711             307,443 
Shares repurchased                             (8,933)            (26,707) 
                                               ------             -------  
Net increase                                  249,778             280,736 
Fund shares: 
   Beginning of period                          4,000               2,000 
                                                -----               ----- 
   End of period                              253,778             282,736 
                                              =======             ======= 

</TABLE>

4. SHARES OF BENEFICIAL INTEREST (CONTINUED) 


<TABLE>
<CAPTION>
                                         FRONTIER CAPITAL     ENHANCED U.S. 
                                        APPRECIATION FUND      EQUITY FUND 
                                        -----------------      ----------- 
                                          FOR THE PERIOD      FOR THE PERIOD 
                                         JANUARY 4, 1996-    JANUARY 4, 1996- 
                                         JUNE 30, 1996(A)    JUNE 30, 1996(A) 
                                         ----------------    ---------------- 
<S>                                            <C>                  <C>
Shares sold                                  289,154               98,000 
Shares repurchased                           (24,270)                   0 
                                             -------                    - 
Net increase                                 264,884               98,000 
Fund shares: 
   Beginning of period                         2,000                2,000 
                                               -----                ----- 
   End of period                             266,884              100,000 
                                             =======              ======= 

</TABLE>

(a) The Funds commenced operations on January 4, 1996. 

5. ORGANIZATION COSTS 

Each Fund has borne all costs in connection with its organization. Such 
costs are being amortized on the straight-line method over a period of 
five years from the commencement of operations for each Fund. In the event 
that any of the initial shares of the Funds are redeemed during such 
amortization period, the Funds will be reimbursed for any unamortized 
costs in the same proportion as the number of shares redeemed bears to the 
number of initial shares held at the time of redemption. The organization 
expenses payable represents a liability to an affiliated company. 

6. FINANCIAL INSTRUMENTS 

Edinburgh Overseas Equity Fund regularly trades financial instruments with 
off-balance sheet risk in the normal course of its investing activities to 
assist in managing exposure to market risks, such as foreign currency 
exchange rates. These financial instruments include forward currency 
exchange contracts. 

The notional or contractual amounts of these instruments represent the 
investments the Funds have in particular classes of financial instruments 
and do not necessarily represent the amounts potentially subject to risk. 
The measurement of the risk associated with these instruments is 
meaningful only when all related and offsetting transactions are 
considered. The forward foreign currency contracts at June 30, 1996 were: 

EDINBURGH OVERSEAS EQUITY FUND 

<TABLE>
<CAPTION>
                                                        UNITS OF        IN 
 SETTLEMENT DATE       DELIVER/RECEIVE     CURRENCY   EXCHANGE FOR   DEPRECIATION 
 ---------------       ---------------     --------   ------------   ------------ 
<S>                       <C>                  <C>        <C>            <C>
Contracts to Buy: 
 07/03/96              Thai Baht            260,000       $10,242     $(19) 
Contracts to Sell: 
 07/01/96              NetherlandsGuilder     4,246       $ 2,490     $(14) 

</TABLE>

7. CONCENTRATION 

At June 30, 1996, a substantial portion of the Edinburgh Overseas Equity 
Fund's net assets consist of securities denominated in foreign currencies. 
Changes in currency exchange rates will affect the value of and investment 
income from such securities. Foreign securities are subject to greater 
price volatility, more limited capitalization and liquidity, and higher 
rates of inflation than securities of companies based in the United 
States. 




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission