Exhibit (A)(4)

DECLARATION OF TRUST

OF

MEMBERS MUTUAL FUNDS

AMENDED AND RESTATED

NOVEMBER 30, 2006

ARTICLE 1 Name and Definitions.............................................    1
   1.1.   Name.............................................................    1
   1.2.   Definitions......................................................    1

ARTICLE 2 Nature and Purpose of Trust......................................    2
   2.1.   Nature of Trust..................................................    2
   2.2.   Purpose of Trust.................................................    2
   2.3.   Interpretation of Declaration of Trust...........................    3
      2.3.1.   Governing Instrument........................................    3
      2.3.2.   No Waiver of Compliance with Applicable Law.................    3
      2.3.3.   Power of the Trustees Generally.............................    3

ARTICLE 3 Registered Agent; Offices........................................    3
   3.1.   Registered Agent.................................................    3
   3.2.   Offices..........................................................    3

ARTICLE 4 Shares of Beneficial Interest....................................    3
   4.1.   Shares of Beneficial Interest....................................    3
   4.2.   Number of Authorized Shares......................................    3
   4.3.   Ownership and Certification of Shares............................    4
   4.4.   Status of Shares.................................................    4
      4.4.1.   Fully Paid and Non-assessable...............................    4
      4.4.2.   Personal Property...........................................    4
      4.4.3.   Party to Declaration of Trust...............................    4
      4.4.4.   Death of Shareholder........................................    4
      4.4.5.   Title to Trust; Right to Accounting.........................    4
   4.5.   Determination of Shareholders....................................    4
   4.6.   Shares Held by Trust.............................................    4
   4.7.   Shares Held by Persons Related to Trust..........................    4
   4.8.   Preemptive and Appraisal Rights..................................    5
   4.9.   Series and Classes of Shares.....................................    5
      4.9.1.   Generally...................................................    5
      4.9.2.   Establishment and Designation...............................    5
      4.9.3.   Conversion Rights...........................................    5
      4.9.4.   Separate and Distinct Nature................................    6
      4.9.5.   Rights and Preferences......................................    6
         4.9.5.1.  Assets and Liabilities "Belonging" to a Series..........    6
         4.9.5.2.  Treatment of Particular Items...........................    7
         4.9.5.3.  Limitation on Interseries Liabilities...................    7
         4.9.5.4.  Dividends...............................................    7
         4.9.5.5.  Redemption by Shareholder...............................    7
         4.9.5.6.  Redemption by Trust.....................................    8
         4.9.5.7.  Prevention of Personal Holding Company Status...........    8
         4.9.5.8.  Net Asset Value.........................................    8

         4.9.5.9.  Maintenance of Stable Net Asset Value...................    8
         4.9.5.10. Transfer of Shares......................................    8
         4.9.5.11. Equality of Shares......................................    9
         4.9.5.12. Fractional Shares.......................................    9
      4.9.6.   Rights and Preferences of Classes...........................    9

ARTICLE 5 Trustees.........................................................   10
   5.1.   Management of the Trust..........................................   10
   5.2.   Qualification....................................................   10
   5.3.   Number...........................................................   10
   5.4.   Term and Election................................................   10
   5.5.   Composition of the Board of Trustees.............................   11
   5.6.   Resignation and Retirement.......................................   11
   5.7.   Removal..........................................................   11
   5.8.   Vacancies........................................................   11
   5.9.   Ownership of Assets of the Trust.................................   11
   5.10.  Powers...........................................................   12
      5.10.1.  Bylaws......................................................   12
      5.10.2.  Officers, Agents, and Employees.............................   12
      5.10.3.  Committees..................................................   12
         5.10.3.1. Generally...............................................   12
         5.10.3.2. Executive Committee.....................................   12
      5.10.4.  Advisers, Administrators, Depositories, and Custodians......   13
      5.10.5.  Compensation................................................   13
      5.10.6.  Delegation of Authority.....................................   13
      5.10.7.  Suspension of Sales.........................................   13
   5.11.  Certain Additional Powers........................................   13
      5.11.1.  Investments.................................................   13
      5.11.2.  Disposition of Assets.......................................   13
      5.11.3.  Ownership...................................................   14
      5.11.4.  Subscription................................................   14
      5.11.5.  Payment of Expenses.........................................   14
      5.11.6.  Form of Holding.............................................   14
      5.11.7.  Reorganization, Consolidation, or Merger....................   14
      5.11.8.  Compromise..................................................   14
      5.11.9.  Partnerships................................................   14
      5.11.10. Borrowing...................................................   14
      5.11.11. Guarantees..................................................   15
      5.11.12. Insurance...................................................   15
      5.11.13. Pensions....................................................   15
   5.12.  Meetings and Vote of Trustees....................................   15
      5.12.1.  Regular Meetings............................................   15
      5.12.2.  Special Meetings............................................   15
      5.12.3.  Telephonic Meetings.........................................   15
      5.12.4.  Quorum......................................................   16
      5.12.5.  Required Vote...............................................   16

      5.12.6. Consent in Lieu of a Meeting.................................   16

ARTICLE 6 Officers.........................................................   16
   6.1.   Enumeration......................................................   16
   6.2.   Qualification....................................................   16
   6.3.   Election.........................................................   16
   6.4.   Term of Office...................................................   16
   6.5.   Powers...........................................................   17
   6.6.   Titles and Duties................................................   17
      6.6.1.   Chairperson of the Board; President.........................   17
      6.6.2.   Vice President..............................................   17
      6.6.3.   Treasurer...................................................   17
      6.6.4.   Assistant Treasurer.........................................   17
      6.6.5.   Secretary...................................................   17
      6.6.6.   Assistant Secretary.........................................   18
      6.6.7.   Temporary Secretary.........................................   18
   6.7.   Resignation, Retirement, and Removal.............................   18
   6.8.   Vacancies........................................................   18

ARTICLE 7 Transactions with Officers and Trustees..........................   18
   7.1.   Purchase and Redemption of Shares of the Trust...................   18
   7.2.   Purchase and Sale of Other Securities............................   19
   7.3.   Concentration in Any One Issuer..................................   19

ARTICLE 8 Service Providers................................................   19
   8.1.   Investment Adviser...............................................   19
   8.2.   Underwriter and Transfer Agent...................................   19
   8.3.   Custodians.......................................................   19
   8.4.   Administrator....................................................   20
   8.5.   Other Contracts..................................................   20
   8.6.   Parties to Contracts.............................................   20

ARTICLE 9 Shareholders' Voting Powers and Meetings.........................   20
   9.1.   Voting Powers....................................................   20
      9.1.1.   Matters Requiring Shareholders Action.......................   20
      9.1.2.   Separate Voting by Series and Class.........................   21
      9.1.3.   Number of Votes.............................................   21
      9.1.4.   Cumulative Voting...........................................   21
      9.1.5.   Voting of Shares; Proxies...................................   21
      9.1.6.   Actions Prior to the Issuance of Shares.....................   21
   9.2.   Meetings of Shareholders.........................................   22
      9.2.1.   Annual or Regular Meetings..................................   22
      9.2.2.   Special Meetings............................................   22
      9.2.3.   Notice of Meetings..........................................   22
      9.2.4.   Call of Meetings............................................   22
   9.3.   Record Dates.....................................................   22

   9.4.   Quorum...........................................................   23
   9.5.   Required Vote....................................................   23
   9.6.   Adjournments.....................................................   23
   9.7.   Actions by Written Consent.......................................   23
   9.8.   Inspection of Records............................................   23
   9.9.   Additional Provisions............................................   23

ARTICLE 10 Limitation of Liability and Indemnification.....................   24
   10.1.  General Provisions...............................................   24
      10.1.1.  General Limitation of Liability.............................   24
      10.1.2.  Notice of Limited Liability.................................   24
      10.1.3.  Liability Limited to Assets of the Trust....................   24
   10.2.  Liability of Trustees............................................   24
      10.2.1.  Liability for Own Actions...................................   24
      10.2.2.  Liability for Actions of Others.............................   25
      10.2.3.  Advice of Experts and Reports of Others.....................   25
      10.2.4.  Bond........................................................   25
      10.2.5.  Declaration of Trust Governs Issues of Liability............   25
   10.3.  Liability of Third Persons Dealing with Trustees.................   25
   10.4.  Liability of Shareholders........................................   25
      10.4.1.  Limitation of Liability.....................................   25
      10.4.2.  Indemnification of Shareholders.............................   26
   10.5.  Indemnification..................................................   26
      10.5.1.  Indemnification of Covered Persons..........................   26
      10.5.2.  Exceptions..................................................   26
      10.5.3.  Rights of Indemnification...................................   27
      10.5.4.  Expenses of Indemnification.................................   27
      10.5.5.  Certain Defined Terms Relating to Indemnification...........   27

ARTICLE 11 Termination or Reorganization...................................   28
   11.1.  Termination of Trust or Series or Class..........................   28
      11.1.1.  Termination.................................................   28
      11.1.2.  Distribution of Assets......................................   28
      11.1.3.  Certificate of Cancellation.................................   28
   11.2.  Sale of Assets...................................................   28
   11.3.  Merger or Consolidation..........................................   29
      11.3.1.  Authority to Merge or Consolidate...........................   29
      11.3.2.  No Shareholder Approval Required............................   29
      11.3.3.  Subsequent Amendments.......................................   29
      11.3.4.  Certificate of Merger or Consolidation......................   29

ARTICLE 12 Amendments......................................................   30
   12.1.  Generally........................................................   30
   12.2.  Certificate of Amendment.........................................   30
   12.3.  Prohibited Retrospective Amendments..............................   30

ARTICLE 13 Miscellaneous Provisions........................................   30
   13.1.  Certain Internal References......................................   30
   13.2.  Certified Copies.................................................   30
   13.3.  Execution of Papers..............................................   30
   13.4.  Fiscal Year......................................................   30
   13.5.  Governing Law....................................................   31
   13.6.  Headings.........................................................   31
   13.7.  Resolution of Ambiguities........................................   31
   13.8.  Seal.............................................................   31
   13.9.  Severability.....................................................   31
   13.10. Signatures.......................................................   31

DECLARATION OF TRUST
OF
MEMBERS MUTUAL FUNDS

This DECLARATION OF TRUST is amended and restated as of this day, August 31, 2005 by the board of Trustees.

WHEREAS, the Trustees desire to establish a trust for the purpose of carrying on the business of an open-end management investment company; and

WHEREAS, in furtherance of such purpose, the Trustees and any successor Trustees elected in accordance with Article 5 hereof are acquiring and may hereafter acquire assets which they will hold and manage as trustees of a Delaware statutory trust in accordance with the provisions hereinafter set forth; and

WHEREAS, this Trust is authorized to issue its shares of beneficial interest in one or more separate series and classes of series, all in accordance with the provisions set forth in this Declaration of Trust;

NOW, THEREFORE, the Trustees hereby declare that they and any successor Trustees elected in accordance with Article 5 hereof will hold in trust all cash, securities, and other assets which they may from time to time acquire in any manner as Trustees hereunder, and that they will manage and dispose of the same upon the following terms and conditions for the benefit of the holders of shares of beneficial interest in this Trust as hereinafter set forth.

ARTICLE 1
NAME AND DEFINITIONS

SECTION 1.1. NAME. This Trust shall be known as the "MEMBERS Mutual Funds" and the Trustees shall conduct the business of the Trust under that name or any other name or names as they may from time to time determine.

SECTION 1.2. DEFINITIONS. Whenever used herein, unless otherwise required by the context or specifically provided below:

(a) The "1940 Act" refers to the Investment Company Act of 1940 (and any successor statute) and the rules and regulations thereunder, all as amended from time to time;

(b) The "Code" refers to the Internal Revenue Code of 1986 (and any successor statute) and the rules and regulations thereunder, all as amended from time to time;

(c) "Commission" shall mean the United States Securities and Exchange Commission (or any successor agency thereto);

(d) The "DSTA" refers to the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code (and any successor statute), as amended from time to time;

(e) "Declaration of Trust" or "Declaration" shall mean this Declaration of Trust as amended or restated from time to time;

(f) "Person," "Interested Person," and "Principal Underwriter" shall have the meanings given them in the 1940 Act;

(g) The "Trust" shall mean the Delaware statutory trust established by this Declaration of Trust, as amended from time to time;

(h) "Trustee" and "Trustees" shall mean the signatories to this amended and restated Declaration of Trust so long as such signatories shall continue in office in accordance with the terms hereof, and all other individuals who at the time in question have been duly elected or appointed and qualified in accordance with Article 5 hereof and are then in office;

(i) "Series" shall mean any of the separate series of Shares established and designated under or in accordance with the provisions of Article 4 and to which the Trustees have allocated assets and liabilities of the Trust in accordance with Article 4;

(j) "Shareholder" shall mean a beneficial owner of Shares; and

(k) "Shares" shall mean the shares of beneficial interest in the Trust described in Article 4 hereof and shall include fractional and whole Shares.

ARTICLE 2
NATURE AND PURPOSE OF TRUST

SECTION 2.1. NATURE OF TRUST. The Trust is a statutory trust of the type referred to in the DSTA. The Trustees shall file a certificate of trust in accordance with Section 3810 of the DSTA. The Trust is not intended to be, shall not be deemed to be, and shall not be treated as, a general or a limited partnership, joint venture, corporation or joint stock company, nor shall the Trustees or Shareholders or any of them for any purpose be deemed to be, or be treated in any way whatsoever as though they were, liable or responsible hereunder as partners or joint venturers.

SECTION 2.2. PURPOSE OF TRUST. The purpose of the Trust is to engage in, operate and carry on the business of an open-end management investment company and to do any and all acts or things as are necessary, convenient, appropriate, incidental or customary in connection therewith.

SECTION 2.3. INTERPRETATION OF DECLARATION OF TRUST.

SECTION 2.3.1. GOVERNING INSTRUMENT. This Declaration of Trust shall be the governing instrument of the Trust and shall be governed by and construed according to the laws of the State of Delaware.

SECTION 2.3.2. NO WAIVER OF COMPLIANCE WITH APPLICABLE LAW. No provision of this Declaration shall be effective to require a waiver of compliance with any provision of the Securities Act of 1933, as amended, or the 1940 Act, or of any valid rule, regulation or order of the Commission thereunder.

SECTION 2.3.3. POWER OF THE TRUSTEES GENERALLY. Except as otherwise set forth herein, the Trustees may exercise all powers of trustees under the DSTA on behalf of the Trust.

ARTICLE 3
REGISTERED AGENT; OFFICES

SECTION 3.1. REGISTERED AGENT. The name of the registered agent of the Trust is Corporation Service Company and the registered agent's business address in Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

SECTION 3.2. OFFICES. The Trust shall maintain an office within the State of Delaware which shall be identical to the business office of the Registered Agent of the Trust as set forth in Section 3.1. The Trustees may, at any time, establish branch or subordinate offices at any place or places where the Trust intends to do business.

ARTICLE 4
SHARES OF BENEFICIAL INTEREST

SECTION 4.1. SHARES OF BENEFICIAL INTEREST. The beneficial interests in the Trust shall be divided into Shares, all without par value. The Trustees shall have the authority from time to time to divide the Shares into two (2) or more separate and distinct series of Shares ("Series") and to divide each such Series of Shares into two (2) or more classes of Shares ("Classes"), all as provided in
Section 4.9 of this Article 4.

SECTION 4.2. NUMBER OF AUTHORIZED SHARES. The Trustees are authorized to issue an unlimited number of Shares. The Trustees may issue Shares for such consideration and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split), all without action or approval of the Shareholders.

SECTION 4.3. OWNERSHIP AND CERTIFICATION OF SHARES. The Secretary of the Trust, or the Trust's transfer or similar agent, shall record the ownership and transfer of Shares of each Series and Class separately on the record books of the Trust. The record books of the Trust, as kept by the Secretary of the Trust or any transfer or similar agent, shall contain the name and address of and the number of Shares held by each Shareholder, and such record books shall be conclusive as to who are the holders of Shares and as to the number of Shares held from time to time by

such Shareholders. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of share certificates, transfer of Shares, and similar matters for the Trust or any Series or Class.

SECTION 4.4. STATUS OF SHARES.

SECTION 4.4.1. FULLY PAID AND NON-ASSESSABLE. All Shares when issued on the terms determined by the Trustees shall be fully paid and non-assessable.

SECTION 4.4.2. PERSONAL PROPERTY. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust.

SECTION 4.4.3. PARTY TO DECLARATION OF TRUST. Every Person by virtue of having become registered as a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration of Trust and to have become a party thereto.

SECTION 4.4.4. DEATH OF SHAREHOLDER. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the Trust nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees. The representative shall be entitled to the same rights as the decedent under this Trust.

SECTION 4.4.5. TITLE TO TRUST; RIGHT TO ACCOUNTING. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting.

SECTION 4.5. DETERMINATION OF SHAREHOLDERS. The Trustees may from time to time close the transfer books or establish record dates and times for the purposes of determining the Shareholders entitled to be treated as such, to the extent provided or referred to in Section 9.3.

SECTION 4.6. SHARES HELD BY TRUST. The Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series or Class reacquired by the Trust.

SECTION 4.7. SHARES HELD BY PERSONS RELATED TO TRUST. Any Trustee, officer or other agent of the Trust, and any organization in which any such person is interested may acquire, own, hold and dispose of Shares to the same extent as if such person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

SECTION 4.8. PREEMPTIVE AND APPRAISAL RIGHTS. Shareholders shall not, as Shareholders, have any right to acquire, purchase or subscribe for any Shares or other securities of the Trust which it may hereafter issue or sell, other than such right, if any, as the Trustees in

their discretion may determine. Shareholders shall have no appraisal rights with respect to their Shares and, except as otherwise determined by resolution of the Trustees in their sole discretion, shall have no exchange or conversion rights with respect to their Shares. No action may be brought by a Shareholder on behalf of the Trust unless Shareholders owning no less than a majority of the then outstanding Shares, or Series or Class thereof, join in the bringing of such action. A Shareholder shall not be entitled to participate in a derivative or class action lawsuit on behalf of any other Series or any other Class or on behalf of the Shareholders in any other Series or any other Class of the Trust than the Series or Class of Shares owned by such Shareholder.

SECTION 4.9. SERIES AND CLASSES OF SHARES.

SECTION 4.91. GENERALLY. In addition to the Series and Classes established and designated in Section 4.9.2, the Shares of the Trust shall be divided into one or more separate and distinct Series or Classes of a Series as the Trustees shall from time to time establish and designate.

SECTION 4.9.2. ESTABLISHMENT AND DESIGNATION. The Trustees shall have exclusive power without the requirement of Shareholder approval to establish and designate separate and distinct Series of Shares and with respect to any Series of Shares, to establish and designate separate and distinct Classes of Shares. The establishment and designation of any Series (in addition to those established and designated in this Section below) or Class shall be effective upon the execution by a majority of the Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of the Shares of such Series or Class, or as otherwise provided in such instrument. Each such instrument shall have the status of an amendment to this Declaration of Trust. Without limiting the authority of the Trustees to establish and designate any further Series or Classes, the Trustees hereby establish and designate the following fourteen Series: Cash Reserves Fund, Bond Fund, Balanced Fund, High Income Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid Cap Value Fund, Mid Cap Growth Fund, Small Cap Value Fund, Small Cap Growth Fund, International Stock Fund, Conservative Allocation Fund, Moderate Allocation Fund, and Aggressive Allocation Fund. The Shares of such Series shall be divided into four Classes designated as "A" Shares, "B" Shares, "D" Shares, and "Y" Shares.

SECTION 4.9.3. CONVERSION RIGHTS. Subject to compliance with the requirements of the 1940 Act, the Trustees shall have the authority to provide that holders of Shares of any Series or Class within a Series shall have the right to convert such Shares into Shares of one or more other Series or Classes in accordance with such requirements and procedures as may be established by the Trustees.

SECTION 4.9.4. SEPARATE AND DISTINCT NATURE. Each Series and Class, including without limitation Series and Classes specifically established in
Section 4.9.2, shall be separate and distinct from any other Series and Class and shall maintain separate and distinct records on the books of the Trust, and the assets belonging to any such Series and Class shall be held and accounted for separately from the assets of the Trust or any other Series and Class.

SECTION 4.9.5. RIGHTS AND PREFERENCES OF SERIES. The Trustees shall have exclusive power without the requirement of Shareholder approval to fix and determine the relative rights and preferences as between the Shares of the separate Series. The initial Series and any further Series that may from time to time be established and designated by the Trustees shall (unless the Trustees otherwise determine with respect to some further Series at the time of establishing and designating the same) have relative rights and preferences as set forth in this Section 4.9.5, subject to the relative rights and preferences of Classes within each such Series as set forth in Section 4.9.6.

SECTION 4.9.5.1. ASSETS AND LIABILITIES "BELONGING" TO A SERIES. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held and accounted for separately from the other assets of the Trust and of every other Series and may be referred to herein as "assets belonging to" that Series. The assets belonging to a particular Series shall belong to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. Such consideration, assets, income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments which are not readily identifiable as belonging to any particular Series (collectively "General Items"), the Trustees shall allocate to and among any one or more of the Series in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Any General Items so allocated to a particular Series shall belong to that Series. Each such allocation by the Trustees shall be conclusive and binding upon all Shareholders for all purposes. The assets belonging to each particular Series shall be charged with the liabilities in respect of that Series and all expenses, costs, charges and reserves attributable to that Series, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon all Shareholders for all purposes.

SECTION 4.9.5.2. TREATMENT OF PARTICULAR ITEMS. The Trustees shall have full discretion, to the extent consistent with the 1940 Act and consistent with generally accepted accounting principles, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

SECTION 4.9.5.3. LIMITATION ON INTERSERIES LIABILITIES. Subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as provided in Section 4.9.5.1, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series. Notice of this limitation on liabilities between and among Series shall be set forth in the certificate of trust

of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the DSTA, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the DSTA relating to limitations on liabilities between and among series (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series.

SECTION 4.9.5.4. DIVIDENDS. Dividends and capital gains distributions on Shares of a particular Series may be paid with such frequency, in such form, and in such amount as the Trustees may determine by resolution adopted from time to time, or pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the holders of Shares of that Series in proportion to the number of Shares of that Series held by such holders at the date and time of record established for the payment of such dividends or distributions. Such dividends and distributions may be paid in cash, property or additional Shares of that Series, or a combination thereof, as determined by the Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the form in which dividends or distributions are to be paid to that Shareholder. Any such dividend or distribution paid in Shares shall be paid at the net asset value thereof as determined in accordance with
Section 4.9.5.8.

SECTION 4.9.5.5. REDEMPTION BY SHAREHOLDER. Each Shareholder shall have the right at such times as may be permitted by the Trust and as otherwise required by the 1940 Act to require the Trust to redeem all or any part of such Shareholder's Shares of a Series at a redemption price per Share equal to the net asset value per Share of such Series next determined in accordance with Section 4.9.5.8 after the Shares are properly tendered for redemption, less such redemption fee, if any, as may be established by the Trustees in its sole discretion. Payment of the redemption price shall be in cash; provided, however, that the Trust may, subject to the requirements of the 1940 Act, make payment wholly or partly in securities or other assets belonging to the Series of which the Shares being redeemed are part at the value of such securities or assets used in such determination of net asset value. Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of any Series to require the Trust to redeem Shares of that Series during any period or at any time when and to the extent permissible under any applicable provision of the 1940 Act.

SECTION 4.9.5.6. REDEMPTION BY TRUST. The Trustees may cause the Trust to redeem at net asset value the Shares of any Series held by a Shareholder upon such conditions as may from time to time be determined by the Trustees. Upon redemption of Shares pursuant to this Section 4.9.5.6, the Trust shall promptly cause payment of the full redemption price to be made to such Shareholder for Shares so redeemed.

SECTION 4.9.5.7. PREVENTION OF PERSONAL HOLDING COMPANY STATUS. The Trust may reject any purchase order, refuse to transfer any Shares, and compel the redemption of Shares if, in its opinion, any such rejection, refusal, or redemption would prevent the Trust from becoming a personal holding company as defined by the Code.

SECTION 4.9.5.8. NET ASSET VALUE. The net asset value per Share of any Series shall be determined in accordance with the methods and procedures established by the Trustees from time to time and, to the extent required by applicable law, as disclosed in the then current prospectus or statement of additional information for the Series.

SECTION 4.9.5.9. MAINTENANCE OF STABLE NET ASSET VALUE. The Trustees may determine to maintain the net asset value per Share of any Series at a designated constant dollar amount and in connection therewith may adopt procedures not inconsistent with the 1940 Act for the continuing declarations of income attributable to that Series as dividends payable in additional Shares of that Series at the designated constant dollar amount and for the handling of any losses attributable to that Series. Such procedures may provide that in the event of any loss each Shareholder shall be deemed to have contributed to the capital of the Trust attributable to that Series his or her pro rata portion of the total number of Shares required to be canceled in order to permit the net asset value per Share of that Series to be maintained, after reflecting such loss, at the designated constant dollar amount. Each Shareholder of the Trust shall be deemed to have agreed, by his investment in any Series with respect to which the Trustees shall have adopted any such procedure, to make the contribution referred to in the preceding sentence in the event of any such loss. The Trustees may delegate any of their powers and duties under this
Section 4.9.5.9 with respect to appraisal of assets and liabilities in the determination of net asset value or with respect to a suspension of the determination of net asset value to an officer or officers or agent or agents of the Trust designated from time to time by the Trustees.

SECTION 4.9.5.10. TRANSFER OF SHARES. Except to the extent that transferability is limited by applicable law or such procedures as may be developed from time to time by the Trustees or the appropriate officers of the Trust, Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery the transfer shall be recorded on the register of the Trust.

SECTION 4.9.5.11. EQUALITY OF SHARES. All Shares of each particular Series shall represent an equal proportionate interest in the assets belonging to that Series (subject to the liabilities belonging to that Series), and each Share of any particular Series shall be equal in this respect to each other Share of that Series. This Section 4.9.5.11 shall not restrict any distinctions otherwise permissible under this Declaration of Trust with respect to any Classes within a Series.

SECTION 4.9.5.12. FRACTIONAL SHARES. Any fractional Share of any Series, if any such fractional Share is outstanding, shall carry proportionately all the rights and obligations of a whole Share of that Series, including rights and obligations with respect to voting, receipt of dividends and distributions, redemption of Shares, and liquidation of the Trust or any Series.

SECTION 4.9.6. RIGHTS AND PREFERENCES OF CLASSES. The Trustees shall have exclusive power without the requirement of Shareholder approval to fix and determine the relative rights and preferences as between the separate Classes within any Series. The current Classes (A, B, D, and Y) and any further Classes that may from time to time be established and designated by the Trustees shall (unless the Trustees otherwise determine with respect to some further Class at the time of establishing and designating the same) have relative rights and preferences as set forth in this Section 4.9.6. If a Series is divided into multiple Classes, the Classes may be invested with one or more other Classes in the common investment portfolio comprising the Series. Notwithstanding the provisions of Section 4.9.5, if two or more Classes are invested in a common investment portfolio, the shares of each such Class shall be subject to the following preferences, conversion and other rights, voting powers, restrictions, conditions of redemption, and, if there are other Classes invested in a different investment portfolio comprising a different Series, shall also be subject to the provisions of Section 4.9.5 at the Series level as if the Classes invested in the common investment portfolio were one Class:

(a) The income and expenses of the Series shall be allocated among the Classes comprising the Series in such manner as may be determined by the Trustees in accordance with applicable law;

(b) As more fully set forth in this Section 4.9.6, the liabilities and expenses of the Classes comprising the Series shall be determined separately from those of each other and, accordingly, the net asset values, the dividends and distributions payable to Shareholders, and the amounts distributable in the event of liquidation of the Trust or termination of a Series to Shareholders may vary within the Classes comprising the Series. Except for these differences and certain other differences set forth in this Section 4.9.6 or elsewhere in this Declaration of Trust, the Classes comprising a Series shall have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption.

(c) The dividends and distributions of investment income and capital gains with respect to the Classes comprising a Series shall be in such amounts as may be declared from time to time by the Trustees, and such dividends and distributions may vary among the Classes comprising the Series to reflect differing allocations of the expenses and liabilities of the Trust among the Classes and any resultant differences between the net asset values per Share of the Classes, to such extent and for such purposes as the Trustees may deem appropriate. The allocation of investment income, capital gains, expenses, and liabilities of the Trust among the Classes comprising a Series shall be determined by the Trustees in a manner that is consistent with applicable law.

ARTICLE 5
TRUSTEES

SECTION 5.1. MANAGEMENT OF THE TRUST. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, including those specifically set forth in Sections 5.10 and 5.11 herein.

SECTION 5.2. QUALIFICATION. Each Trustee shall be a natural person. A Trustee need not be a Shareholder, a citizen of the United States, or a resident of the State of Delaware.

SECTION 5.3. NUMBER. The number of Trustees which shall constitute the entire Board of Trustees shall be not less than five (5) nor more than seven
(7), which number may be increased or decreased by the Trustees, but shall never be less than the minimum number permitted by the DSTA. No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his or her term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee pursuant to Section 5.7. Notwithstanding the foregoing, the entire Board of Trustees may be comprised of only the initial Trustee prior to the effective date of the registration statement on Form N-1A registering the Trust and Shares under the federal securities laws.

SECTION 5.4. TERM AND ELECTION. Each Trustee shall hold office until the next meeting of Shareholders called for the purpose of considering the election or re-election of such Trustee or of a successor to such Trustee, and until his or her successor is elected and qualified, and any Trustee who is appointed by the Trustees in the interim to fill a vacancy as provided hereunder shall have the same remaining term as that of his or her predecessor, if any, or such term as the Trustees may determine.

SECTION 5.5. COMPOSITION OF THE BOARD OF TRUSTEES. No election or appointment of any Trustee shall take effect if such election or appointment would cause the number of Trustees who are Interested Persons to exceed the number permitted by Section 10 of the 1940 Act.

SECTION 5.6. RESIGNATION AND RETIREMENT. Any Trustee may resign or retire as a Trustee (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered or mailed to the Chairman, if any, the President, or the Secretary of the Trust. Such resignation or retirement shall be effective upon such delivery, or at a later date according to the terms of the instrument.

SECTION 5.7. REMOVAL. Any Trustee may be removed with or without cause at any time: (1) by written instrument signed by two-thirds (2/3) of the number of Trustees in office prior to such removal, specifying the date upon which such removal shall become effective, or (2) by the affirmative vote of Shareholders holding not less than two-thirds (2/3) of Shares outstanding, cast in person or by proxy at any meeting called for that purpose.

SECTION 5.8. VACANCIES. Any vacancy or anticipated vacancy resulting for any reason, including without limitation the death, resignation, retirement, removal, or incapacity of any of the Trustees, or resulting from an increase in the number of Trustees may (but need not unless required by the 1940 Act) be filled by a majority of the Trustees then in office, subject to the provisions of Section 16 of the 1940 Act, through the appointment in writing of such other person as such remaining Trustees in their discretion shall determine. The appointment shall be effective upon the acceptance of the person named therein to serve as a trustee and agreement by such person to be bound by the provisions of this Declaration of Trust, except that any such appointment in anticipation of a vacancy occurring by reason of the resignation, retirement, or

increase in number of Trustees to be effective at a later date shall become effective only at or after the effective date of such resignation, retirement, or increase in number of Trustees.

SECTION 5.9. OWNERSHIP OF ASSETS OF THE TRUST. The assets of the Trust shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. Legal title to all the Trust property shall be vested in the Trust as a separate legal entity under the DSTA, except that the Trustees shall have the power to cause legal title to any Trust property to be held by or in the name of one or more of the Trustees or in the name of any other Person on behalf of the Trust on such terms as the Trustees may determine. In the event that title to any part of the Trust property is vested in one or more Trustees, the right, title and interest of the Trustees in the Trust property shall vest automatically in each person who may hereafter become a Trustee upon his or her due election and qualification. Upon the resignation, removal or death of a Trustee he or she shall automatically cease to have any right, title or interest in any of the Trust property, and the right, title and interest of such Trustee in the Trust property shall vest automatically in the remaining Trustees. To the extent permitted by law, such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or any right of partition or possession thereof.

SECTION 5.10. POWERS. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility and the purpose of the Trust including, but not limited to, those enumerated in this Section 5.10.

SECTION 5.10.1. BYLAWS. The Trustees may adopt Bylaws not inconsistent with this Declaration of Trust providing for the conduct of the business and affairs of the Trust and may amend and repeal them to the extent that such Bylaws do not reserve that right to the Shareholders. Nothing in this Declaration shall be construed to require the adoption of Bylaws by the Trustees.

SECTION 5.10.2. OFFICERS, AGENTS, AND EMPLOYEES. The Trustees may, as they consider appropriate, elect and remove officers and appoint and terminate agents and consultants and hire and terminate employees, any one or more of the foregoing of whom may be a Trustee, and may provide for the compensation of all of the foregoing.

SECTION 5.10.3. COMMITTEES.

SECTION 5.10.3.1. GENERALLY. The Trustees, by vote of a majority of the Trustees then in office, may elect from their number an Audit Committee, Executive Committee, Nominating Committee, or any other committee, and may delegate thereto some or all of their powers except those which by law, by this Declaration of Trust, or by the Bylaws (if any) may not be delegated. Except as the Trustees may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Trustees or in such rules, its business shall be conducted so far as possible in the same manner as is provided by this Declaration of Trust or the Bylaws (if any) of the Trust for the Trustees themselves. All

members of such committees shall hold such offices at the pleasure of the Trustees. The Trustees may abolish any committee at any time. Any committee to which the Trustees delegate any of their powers or duties shall keep records of its meetings and shall report its actions to the Trustees. The Trustees shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

SECTION 5.10.3.2. EXECUTIVE COMMITTEE. The Executive Committee, if there shall be one, shall have all of the powers and authority of the Trustees that may lawfully be exercised by an executive committee, except the power to: (i) declare dividends or distributions on Shares; (ii) issue Shares;
(iii) recommend to the Shareholders any action which requires the Shareholders' approval; or (iv) approve any merger, reorganization, or share exchange which does not require Shareholder approval. Notwithstanding the foregoing, the Trustees may limit the powers and authority of the Executive Committee at any time.

SECTION 5.10.4. ADVISERS, ADMINISTRATORS, DEPOSITORIES, AND CUSTODIANS. The Trustees may, in accordance with Article 8, employ one or more advisers, administrators, depositories, custodians, and other persons and may authorize any depository or custodian to employ subcustodians or agents and to deposit all or any part of such assets in a system or systems for the central handling of securities and debt instruments, retain transfer, dividend, accounting or Shareholder servicing agents or any of the foregoing, provide for the distribution of Shares by the Trust through one or more distributors, principal underwriters or otherwise, and set record dates or times for the determination of Shareholders.

SECTION 5.10.5. COMPENSATION. The Trustees may compensate or provide for the compensation of the Trustees, officers, advisers, administrators, custodians, other agents, consultants and employees of the Trust or the Trustees on such terms as they deem appropriate.

SECTION 5.10.6. DELEGATION OF AUTHORITY. In general, the Trustees may delegate to any officer of the Trust, to any committee of the Trustees and to any employee, adviser, administrator, distributor, depository, custodian, transfer and dividend disbursing agent, or any other agent or consultant of the Trust such authority, powers, functions and duties as they consider desirable or appropriate for the conduct of the business and affairs of the Trust, including without implied limitation, the power and authority to act in the name of the Trust and of the Trustees, to sign documents and to act as attorney-in-fact for the Trustees.

SECTION 5.10.7. SUSPENSION OF SALES. The Trustees shall have the authority to suspend or terminate the sales of Shares of any Series or Class at any time or for such periods as the Trustees may from time to time decide.

SECTION 5.11. CERTAIN ADDITIONAL POWERS. Without limiting the foregoing and to the extent not inconsistent with the 1940 Act, other applicable law, and the fundamental policies and limitations of the applicable Series or Class, the Trustees shall have power and authority for and on behalf of the Trust and each separate Series or Class as enumerated in this Section 5.11.

SECTION 5.11.1. INVESTMENTS. The Trustees shall have the power to invest and reinvest cash and other property, and to hold cash or other property uninvested without in any

event being bound or limited by any present or future law or custom in regard to investments by trustees.

SECTION 5.11.2. DISPOSITION OF ASSETS. The Trustees shall have the power to sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust.

SECTION 5.11.3. OWNERSHIP. The Trustees shall have the power to vote, give assent, or exercise any rights of ownership with respect to securities or other property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or other property as the Trustees shall deem proper.

SECTION 5.11.4. SUBSCRIPTION. The Trustees shall have the power to exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities.

SECTION 5.11.5. PAYMENT OF EXPENSES. The Trustees shall have the power to pay or cause to be paid all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust or any Series or Class thereof, or in connection with the management thereof, including, but not limited to, the Trustees' compensation and such expenses and charges for the Trust's officers, employees, investment advisers, administrator, distributor, principal underwriter, auditor, counsel, depository, custodian, transfer agent, dividend disbursing agent, accounting agent, shareholder servicing agent, and such other agents, consultants, and independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur.

SECTION 5.11.6. FORM OF HOLDING. The Trustees shall have the power to hold any securities or other property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or of any Series or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise.

SECTION 5.11.7. REORGANIZATION, CONSOLIDATION, OR MERGER. The Trustees shall have the power to consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security of which is or was held in the Trust, and to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security held in the Trust.

SECTION 5.11.8. COMPROMISE. The Trustees shall have the power to arbitrate or otherwise adjust claims in favor of or against the Trust, any Series, or Class on any matter in controversy, including but not limited to claims for taxes.

SECTION 5.11.9. PARTNERSHIPS. The Trustees shall have the power to enter into joint ventures, general or limited partnerships and any other combinations or associations.

SECTION 5.11.10. BORROWING. The Trustees shall have the power to borrow funds and to mortgage and pledge the assets of the Trust or any Series or any part thereof to secure obligations arising in connection with such borrowing, consistent with the provisions of the 1940 Act.

SECTION 5.11.11. GUARANTEES. The Trustees shall have the power to endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property (or Series property) or any part thereof to secure any of or all such obligations.

SECTION 5.11.12. INSURANCE. The Trustees shall have the power to purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, consultants, investment advisers, managers, administrators, distributors, principal underwriters, or independent contractors, or any thereof (or any person connected therewith), of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person in any such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability.

SECTION 5.11.13. PENSIONS. The Trustees shall have the power to pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust.

SECTION 5.12. MEETINGS AND VOTE OF TRUSTEES.

SECTION 5.12.1. REGULAR MEETINGS. The Trustees from time to time may provide for the holding of regular meetings of the Trustees and fix their time and place.

SECTION 5.12.2. SPECIAL MEETINGS. Special meetings of the Trustees may be called by the President of the Trust on twenty-four (24) hours notice to each Trustee, either personally, by mail, by telegram, or by facsimile transmission. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the Trustees then in office or a majority of the members of any executive (or comparable) committee of the Trustees.

SECTION 5.12.3. TELEPHONIC MEETINGS. Trustees may participate in a meeting of the Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Except to

the extent that the 1940 Act has been interpreted otherwise, participation by such means shall constitute presence in person at the meeting.

SECTION 5.12.4. QUORUM. A majority of the Trustees then in office being present in person or by proxy shall constitute a quorum.

SECTION 5.12.5. REQUIRED VOTE. Except as otherwise provided by the 1940 Act or other applicable law, this Declaration of Trust, or the Bylaws (if any), any action to be taken by the Trustees on behalf of the Trust or any Series or Class may be taken by a majority of the Trustees present at a meeting of Trustees at which a quorum is present.

SECTION 5.12.6. CONSENT IN LIEU OF A MEETING. Except as otherwise provided by the 1940 Act or other applicable law, the Trustees may, by unanimous written consent of the Trustees then in office, take any action which may have been taken at a meeting of the Trustees or any committee thereof.

ARTICLE 6
OFFICERS

SECTION 6.1. ENUMERATION. The officers of the Trust shall be a President, one or more Vice Presidents, a Treasurer, and a Secretary. The Trustees may also appoint such other officers, including a Chairperson of the Board, Assistant Treasurers, and/or Assistant Secretaries. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. Any two or more offices may be held by the same person except that the same person may not be both President and Vice President, and that a person who holds more than one office may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

SECTION 6.2. QUALIFICATION. The Chairperson of the Board, if there shall be one, shall be a Trustee and may, but need not be, a shareholder. Any other officer may, but need not be, a Trustee or shareholder.

SECTION 6.3. ELECTION. The President, Treasurer, and Secretary shall be elected by the Trustees at the first meeting of the Trustees. Other officers, if any, may be elected or appointed by the Trustees at any meeting of the Trustees or at any other time.

SECTION 6.4. TERM OF OFFICE. The Chairperson of the Board, the President, the Treasurer, and the Secretary shall hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed, or becomes disqualified. Each other officer shall hold office and each agent shall retain authority at the pleasure of the Trustees.

SECTION 6.5. POWERS. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers set forth herein and in the Declaration of Trust, such duties and powers as are commonly incident to the office occupied by such officer as if the Trust were organized as a Delaware business corporation and such other duties and powers as the Trustees may from time to time designate.

SECTION 6.6. TITLES AND DUTIES.

SECTION 6.6.1. CHAIRPERSON OF THE BOARD; PRESIDENT. Unless the Trustees otherwise provide, the Chairperson of the Board, or, if there is no Chairperson or in the absence of the Chairperson, the President, shall preside at all meetings of the shareholders and of the Trustees. Unless the Trustees otherwise provide, the President shall be the Chief Executive Officer of the Trust. The Chairperson of the Board and the President shall each also perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

SECTION 6.6.2. VICE PRESIDENT. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President, or if there is more than one Vice President, the Vice Presidents in their order of election or in such other order as determined by the Trustees, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

SECTION 6.6.3. TREASURER. The Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager, or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust. The Treasurer shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

SECTION 6.6.4. ASSISTANT TREASURER. In the absence of the Treasurer or in the event of his or her inability or refusal to act, the Assistant Treasurer, or if there is more than one, the Assistant Treasurers in their order of election or in such other order as determined by the Trustees, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. The Assistant Treasurers shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

SECTION 6.6.5. SECRETARY. The Secretary shall record all proceedings of the shareholders and the Trustees in books to be kept for such purposes, which books or a copy thereof shall be kept at the principal office of the Trust or at such other place as designated by the Trustees. The Secretary shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

SECTION 6.6.6. ASSISTANT SECRETARY. In the absence of the Secretary or in the event of his or her inability or refusal to act, the Assistant Secretary, or if there is more than one, the Assistant Secretaries in their order of election or in such other order as determined by the Trustees, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. The Assistant Secretaries shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

SECTION 6.6.7. TEMPORARY SECRETARY. In the absence of the Secretary and all Assistant Secretaries from any meeting of the shareholders or Trustees, the Trustees may appoint a temporary secretary at such meeting, who shall perform the duties of the Secretary for the purposes of such meeting.

SECTION 6.7. RESIGNATION, RETIREMENT, AND REMOVAL. Any officer may resign at any time by written instrument signed by him or her delivered to the Chairperson of the Board, President, or Secretary or delivered to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer elected by them with or without cause by the vote or written consent of a majority of the Trustees then in office. To the extent that any officer or Trustee of the Trust receives compensation from the Trust and except as may otherwise be expressly provided in a written agreement with the Trust, no Trustee or officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

SECTION 6.8. VACANCIES. Any vacancy or anticipated vacancy resulting for any reason, including without limitation the death, resignation, retirement, removal, or incapacity of the Chairperson of the Board, the President, the Treasurer, or the Secretary may be filled by a majority of the Trustees then in office through the appointment in writing of such other person as such remaining Trustees in their discretion shall determine. The appointment shall be effective upon the written acceptance of the person named therein to serve as in the capacity named therein. Other vacancies may be filled, if at all, by the Trustees at a meeting of the Trustees or at any other time.

ARTICLE 7
TRANSACTIONS WITH OFFICERS AND TRUSTEES

SECTION 7.1. PURCHASE AND REDEMPTION OF SHARES OF THE TRUST. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if he were not a Trustee, officer or agent, and the Trustees may accept subscriptions to purchase Shares or orders to redeem Shares from any firm or company in which any Trustee, officer or other agent of the Trust may have an interest.

SECTION 7.2. PURCHASE AND SALE OF OTHER SECURITIES. The Trust shall not purchase any securities (other than Shares) from, or sell any securities (other than Shares) to, any Trustee or officer of the Trust, or any director, trustee, officer, or partner of any firm which acts as

investment adviser or principal underwriter for the Trust acting as principal, except to the extent permitted by the 1940 Act or the rules or regulations thereunder or by appropriate order or written advice of the Commission.

SECTION 7.3. CONCENTRATION IN ANY ONE ISSUER. The Trust shall not purchase or retain securities of a company if all of the Trustees and officers of the Trust and the directors, trustees, officers, or partners of its investment adviser who individually own beneficially more than 1/2% of the securities of the company collectively own more than 5% of such securities.

ARTICLE 8
SERVICE PROVIDERS

SECTION 8.1. INVESTMENT ADVISER. The Trust may enter into written contracts with one or more persons to act as investment adviser or investment subadviser to each of the Series, and as such, to perform such functions as the Trustees may deem reasonable and proper, including, without limitation, investment advisory, management, research, valuation of assets, clerical and administrative functions, under such terms and conditions, and for such compensation, as the Trustees may in their discretion deem advisable.

SECTION 8.2. UNDERWRITER AND TRANSFER AGENT. The Trust may enter into written contracts with one or more persons to act as principal underwriter or underwriter or distributor whereby the Trust may either agree to sell Shares to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares and with such other provisions as the Trustees may deem reasonable and proper, and the Trustees may in their discretion from time to time enter into transfer agency, dividend disbursement, and/or shareholder service contract(s), in each case with such terms and conditions, and providing for such compensation, as the Trustees may in their discretion deem advisable.

SECTION 8.3. CUSTODIANS. The Trust may enter into written contracts with one or more persons to act as custodian to perform such functions as the Trustees may deem reasonable and proper, under such terms and conditions, and for such compensation, as the Trustees may in their discretion deem advisable. Each such custodian shall be a bank or trust company having an aggregate capital, surplus, and undivided profits of at least one million dollars ($1,000,000).

SECTION 8.4. ADMINISTRATOR. The Trust may enter into written contracts with one or more persons to act as an administrator to perform such functions, including accounting functions, as the Trustees may deem reasonable and proper, under such terms and conditions, and for such compensation, as the Trustees may in their discretion deem advisable.

SECTION 8.5. OTHER CONTRACTS. The Trust may enter into such other written contracts as the Trustees deem necessary and desirable, including contracts with one or more persons for the coordination or supervision of persons providing services to the Trust under one or more of the contracts described in Sections 8.1, 8.2, 8.3, and 8.4.

SECTION 8.6. PARTIES TO CONTRACTS. Any contract of the character described in Sections 8.1, 8.2, 8.3, and 8.4 or in Article 10 hereof may be entered into with any corporation, firm, partnership, trust or association, including, without limitation, the investment adviser, any investment subadviser, or any affiliated person of the investment adviser or investment subadviser, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, or may otherwise be interested in such contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or be accountable for any profit realized directly or indirectly therefrom; provided, however, that the contract when entered into was not inconsistent with the provisions of this Article 8, Article 10, or the Bylaws (if any). The same person (including a firm, corporation, partnership, trust or association) may provide more than one of the services identified in this Article 8.

ARTICLE 9
SHAREHOLDERS' VOTING POWERS AND MEETINGS

SECTION 9.1. VOTING POWERS. The Shareholders shall have power to vote only with respect to matters expressly enumerated in Section 9.1.1 or with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws (if any), any registration of the Trust with the Commission or any state, or as the Trustees may otherwise deem necessary or desirable.

SECTION 9.1.1. MATTERS REQUIRING SHAREHOLDERS ACTION. Action by the Shareholders shall be required as to the following matters:

(a) The election or removal of Trustees as provided in Sections 5.4 and 5.7;

(b) The approval of a contract with a third party provider of services as to which Shareholder approval is required by the 1940 Act;

(c) The termination or reorganization of the Trust to the extent and as provided in Sections 11.1 and 11.2;

(d) The amendment of this Declaration of Trust to the extent and as provided in Section 10.5; and

(e) Any court action, proceeding or claim brought or maintained derivatively or as a class action on behalf of the Trust, any Series or Class thereof or the Shareholders of the Trust; provided, however, that a shareholder of a particular Series or Class shall not be entitled to vote upon a derivative or class action on behalf of any other Series or Class or shareholder of any other Series or Class.

SECTION 9.1.2. SEPARATE VOTING BY SERIES AND CLASS. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such Series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or more Classes within a Series, in which case any such matter shall only be voted on by such Class or Classes.

SECTION 9.1.3. NUMBER OF VOTES. On any matter submitted to a vote of the Shareholders, each Shareholder shall be entitled to one vote for each dollar of net asset value standing in such Shareholder's name on the books of each Series and Class in which such Shareholder owns Shares which are entitled to vote on the matter.

SECTION 9.1.4. CUMULATIVE VOTING. There shall be no cumulative voting in the election of Trustees.

SECTION 9.1.5. VOTING OF SHARES; PROXIES. Votes may be cast in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving the invalidity of a proxy shall rest on the challenger. No proxy shall be valid more than eleven months after its date, unless it provides for a longer period.

SECTION 9.1.6. ACTIONS PRIOR TO THE ISSUANCE OF SHARES. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws (if any) to be taken by Shareholders.

SECTION 9.2. MEETINGS OF SHAREHOLDERS.

SECTION 9.2.1. ANNUAL OR REGULAR MEETINGS. No annual or regular meetings of Shareholders are required to be held.

SECTION 9.2.2. SPECIAL MEETINGS. Special meetings of Shareholders may be called by the President of the Trust or the Trustees from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter upon which Shareholder approval is deemed by the Trustees to be necessary or desirable. A special meeting shall be called by the Secretary of the Trust upon (i) the request of a majority of the Trustees then in office, or (ii) the written request of Shareholders entitled to cast at least ten percent (10%) of all the votes entitled to be cast at such meeting, provided that (a) such request shall state the purpose or purposes of the meeting and the matters proposed to be acted upon at such meeting, and (b) the Shareholders requesting such meeting shall have paid to the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such Shareholders. Upon payment of these costs to the Trust, the Secretary shall notify each Shareholder entitled to notice of the meeting. Unless requested by Shareholders entitled to cast at least a majority of all the votes

entitled to be cast at such meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of Shareholders held during the preceding twelve (12) months.

SECTION 9.2.3. NOTICE OF MEETINGS. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing or transmitting such notice not less than ten (10) nor more than ninety (90) days before such meeting, postage prepaid, stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust.

SECTION 9.2.4. CALL OF MEETINGS. The Trustees shall promptly call and give notice of a meeting of Shareholders for the purpose of voting upon removal of any Trustee of the Trust when requested to do so in accordance with Section
9.2.2. For all other matters, the Trustees shall call or give notice of a meeting within thirty (30) days after written application by Shareholders entitled to cast at least ten percent (10%) of all the votes entitled to be cast on the matter requesting a meeting be called.

SECTION 9.3. RECORD DATES. For the purpose of determining the Shareholders who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to participate in any dividend or distribution, or for the purpose of any other action, the Trustees may from time to time fix a date and time not more than ninety (90) days nor less than ten (10) days prior to any meeting of Shareholders or other action as the date and time of record for the determination of Shareholders entitled to vote at such meeting or any adjournment thereof or to be treated as Shareholders of record for purposes of such other action. Any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action, even though such Shareholder has since that date and time disposed of its Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action.

SECTION 9.4. QUORUM. Except as otherwise required by the 1940 Act or other applicable law, this Declaration of Trust, or the Bylaws (if any), the presence in person or by proxy of Shareholders entitled to cast at least twenty percent (20%) of the votes entitled to be cast on any particular matter shall be a quorum as to such matter; provided, however, that any lesser number shall be sufficient for matters upon which the Shareholders vote at adjournments.

SECTION 9.5. REQUIRED VOTE. Notwithstanding any provision of law requiring the authorization of any matter by a greater proportion, any matter upon which the Shareholders vote shall be approved by the affirmative vote of a majority of the votes cast on such matter at a meeting of the Shareholders at which a quorum is present, except that Trustees shall be elected by the affirmative vote of a plurality of the votes cast at such a meeting.

SECTION 9.6. ADJOURNMENTS. Adjourned meetings may be held within a reasonable time after the date set for the original meeting without the necessity of further notice.

SECTION 9.7. ACTIONS BY WRITTEN CONSENT. Except as otherwise required by the 1940 Act or other applicable law, this Declaration of Trust, or the Bylaws (if any), any action taken by Shareholders may be taken without a meeting if Shareholders entitled to cast at least a majority of all the votes entitled to be cast on the matter (or such larger proportion thereof as shall be required by the 1940 Act or by any express provision of this Declaration of Trust or the Bylaws (if any)) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

SECTION 9.8. INSPECTION OF RECORDS. The records of the Trust shall be open to inspection by Shareholders to the same extent as is required for stockholders of a Delaware business corporation under the Delaware General Corporation Law.

SECTION 9.9. ADDITIONAL PROVISIONS. The Bylaws (if any) may include further provisions for Shareholders' votes and meetings and related matters not inconsistent with the provisions hereof.

ARTICLE 10
LIMITATION OF LIABILITY AND INDEMNIFICATION

SECTION 10.1. GENERAL PROVISIONS.

SECTION 10.1.1. GENERAL LIMITATION OF LIABILITY. No personal liability for any debt or obligation of the Trust shall attach to any Trustee of the Trust. Without limiting the foregoing, a Trustee shall not be responsible for or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser, subadviser, principal underwriter or custodian of the Trust, nor shall any Trustee be responsible or liable for the act or omission of any other Trustee. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any Trustee in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon.

SECTION 10.1.2. NOTICE OF LIMITED LIABILITY. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officers or officer may recite that the same was executed or made by or on behalf of the Trust by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust or belonging to a Series thereof, and may contain such further recitals as they or he may deem appropriate, but the omission thereof shall not operate to bind any Trustees or Trustee or officers or officer or Shareholders or Shareholder individually.

SECTION 10.1.3. LIABILITY LIMITED TO ASSETS OF THE TRUST. All persons extending credit to, contracting with or having any claim against the Trust shall look only to the assets of the Trust or belonging to a Series thereof, as appropriate, for payment under such credit, contract or claim, and neither the Shareholders nor the Trustees nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

SECTION 10.2. LIABILITY OF TRUSTEES. The exercise by the Trustees of their powers and discretion hereunder shall be binding upon the Trust, the Shareholders, and any other person dealing with the Trust. The liability of the Trustees, however, shall be limited by this Section 10.2.

SECTION 10.2.1. LIABILITY FOR OWN ACTIONS. A Trustee shall be liable to the Trust or the Shareholders only for his own willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law.

SECTION 10.2.2. LIABILITY FOR ACTIONS OF OTHERS. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, consultant, adviser, administrative agent, distributor, principal underwriter, custodian, transfer agent, dividend disbursing agent, Shareholder servicing agent, or accounting agent of the Trust, nor shall any Trustee be responsible for any act or omission of any other Trustee.

SECTION 10.2.3. ADVICE OF EXPERTS AND REPORTS OF OTHERS. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties as Trustees hereunder, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. In discharging their duties, the Trustees, when acting in good faith, shall be entitled to rely upon the books of account of the Trust and upon written reports made to the Trustees by any officer appointed by them, any independent public accountant and (with respect to the subject matter of the contract involved) any officer, partner or responsible employee of any other party to any contract entered into hereunder.

SECTION 10.2.4. BOND. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

SECTION 10.2.5. DECLARATION OF TRUST GOVERNS ISSUES OF LIABILITY. The provisions of this Declaration of Trust, to the extent that they restrict the duties and liabilities of the Trustees otherwise existing at law or in equity, are agreed by the Shareholders and all other Persons bound by this Declaration of Trust to replace such other duties and liabilities of the Trustees.

SECTION 10.3. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

SECTION 10.4. LIABILITY OF SHAREHOLDERS. Without limiting the provisions of this Section 10.4 or the DSTA, the Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations organized for profit under the General Corporation Law of the State of Delaware.

SECTION 10.4.1. LIMITATION OF LIABILITY. No personal liability for any debt or obligation of the Trust shall attach to any Shareholder or former Shareholder of the Trust, and neither the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise.

SECTION 10.4.2. INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder or former Shareholder of the Trust shall be held to be personally liable solely by reason of being or having been a Shareholder and not because of such Shareholder's acts or omissions or for some other reason, the Shareholder or former Shareholder (or, in the case of a natural person, his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the Trust to be held harmless from and indemnified against all loss and expense arising from such liability; provided, however, there shall be no liability or obligation of the Trust arising hereunder to reimburse any Shareholder for taxes paid by reason of such Shareholder's ownership of any Shares or for losses suffered by reason of any changes in value of any Trust assets. The Trust shall, upon request by the Shareholder or former Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon.

SECTION 10.5. INDEMNIFICATION.

SECTION 10.5.1. INDEMNIFICATION OF COVERED PERSONS. Subject to the exceptions and limitations contained in Section 10.5.2, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered Person"), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.

SECTION 10.5.2. EXCEPTIONS. No indemnification shall be provided hereunder to a Covered Person:

(a) For any liability to the Trust or its Shareholders arising out of a final adjudication by the court or other body before which the proceeding was brought that the Covered Person

engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

(b) With respect to any matter as to which the Covered Person shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust; or

(c) In the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b) of this Section 10.5.2) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition, or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he or she did not engage in such conduct, such determination being made by: (i) a vote of a majority of the Disinterested Trustees (as such term is defined in Section 10.5.5) acting on the matter (provided that a majority of Disinterested Trustees then in office act on the matter); or (ii) a written opinion of independent legal counsel.

SECTION 10.5.3. RIGHTS OF INDEMNIFICATION. The rights of indemnification herein provided may be insured against by policies maintained by the Trust, and shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person, and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.

SECTION 10.5.4. EXPENSES OF INDEMNIFICATION. Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 10.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he or she is not entitled to indemnification under this Section 10.5, provided that either:

(a) Such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(b) A majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to the facts available upon a full trial), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.

SECTION 10.5.5. CERTAIN DEFINED TERMS RELATING TO INDEMNIFICATION. As used in this Section 10.5, the following words shall have the meanings set forth below:

(a) A "Disinterested Trustee" is one (i) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (ii) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending;

(b) "Claim," "action," "suit" or "proceeding" shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and

(c) "Liability" and "expenses" shall include without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

ARTICLE 11
TERMINATION OR REORGANIZATION

SECTION 11.1. TERMINATION OF TRUST OR SERIES OR CLASS. Unless terminated as provided herein, the Trust and each Series and Class designated and established pursuant to this Declaration of Trust shall continue without limitation of time.

SECTION 11.1.1. TERMINATION. Subject to approval by the affected Shareholders, the Trust, any Series, or any Class (and the establishment and designation thereof) may be terminated by an instrument executed by a majority of the Trustees then in office; provided, however, that no approval of affected Shareholders is necessary if a majority of the trustees then in office determines that the continuation of the Trust, Series, or Class is not in the best interests of the Trust, such Series, such Class, or the affected Shareholders as a result of factors or events adversely affecting the ability of the Trust, Series, or Class to conduct its business and operations in an economically viable manner.

SECTION 11.1.2. DISTRIBUTION OF ASSETS. Upon termination of the Trust or any Series or Class, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets of the Trust to distributable form in cash or other securities, or any combination thereof, and distribute the proceeds to the affected Shareholders in the manner set forth by resolution of the Trustees. To the extent permitted by the 1940 Act or other applicable law, the Trustees may require affected Shareholders to receive Shares of any remaining Series or Class in lieu of such proceeds.

SECTION 11.1.3. CERTIFICATE OF CANCELLATION. Upon termination of the Trust, the Trustees shall file a certificate of cancellation in accordance with
Section 3810 of the DSTA.

SECTION 11.2. SALE OF ASSETS. The Trustees may sell, convey, or transfer the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association or corporation organized under the laws of any state of the United States, or to the Trust to be held as assets belonging to another Series of the Trust, in exchange for cash, shares or other

securities (including, in the case of a transfer to another Series of the Trust, Shares corresponding to such other Series) with such transfer either (i) being made subject to, or with the assumption by the transferee of, the liabilities belonging to each Series the assets of which are so transferred, or (ii) not being made subject to, or not with the assumption of, such liabilities. Following such transfer, the Trustees shall distribute such cash, Shares or other securities (giving due effect to the assets and liabilities belonging to and any other differences among the various Series the assets belonging to which have so been transferred) among the Shareholders of the Series corresponding to the Series the assets belonging to which have been so transferred. If all of the assets of the Trust have been so transferred, the Trust shall be terminated pursuant to Section 11.1.

SECTION 11.3. MERGER OR CONSOLIDATION.

SECTION 11.3.1. AUTHORITY TO MERGE OR CONSOLIDATE. The Trust, or any one or more Series, may, either as the successor, survivor, or non-survivor, (i) consolidate with one or more other trusts, partnerships, associations or corporations organized under the laws of the State of Delaware or any other state of the United States, to form a new consolidated trust, partnership, association or corporation under the laws under which any one of the constituent entities is organized, or (ii) merge into one or more other trusts, partnerships, associations or corporations organized under the laws of the State of Delaware or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by the Trust, or one or more Series as the case may be, in connection therewith. The terms "merge" or "merger" as used herein shall also include the purchase or acquisition of any assets of any other trust, partnership, association or corporation which is an investment company organized under the laws of the State of Delaware or any other state of the United States.

SECTION 11.3.2. NO SHAREHOLDER APPROVAL REQUIRED. Any such consolidation or merger shall not require the vote of the Shareholders affected thereby, unless such vote is required by the 1940 Act or other applicable laws, or unless such merger or consolidation would result in an amendment of this Declaration of Trust which would otherwise require the approval of such Shareholders.

SECTION 11.3.3. SUBSEQUENT AMENDMENTS. In accordance with Section 3815(f) of DSTA, an agreement of merger or consolidation may effect any amendment to this Declaration of Trust or the Bylaws (if any) or effect the adoption of a new declaration of trust or Bylaws (if any) of the Trust if the Trust is the surviving or resulting business trust.

SECTION 11.3.4. CERTIFICATE OF MERGER OR CONSOLIDATION. Upon completion of the merger or consolidation, the Trustees shall file a certificate of merger or consolidation in accordance with Section 3810 of the DSTA.

ARTICLE 12
AMENDMENTS

SECTION 12.1. GENERALLY. Except as otherwise specifically provided herein or as required by the 1940 Act or other applicable law, this Declaration of Trust may be amended at any time by an instrument in writing signed by a majority of the Trustees then in office.

SECTION 12.2. CERTIFICATE OF AMENDMENT. In the event of any amendment to this Declaration of Trust which affects the certificate of trust filed by the Trust in accordance with Section 2.1, the Trustees shall file a certificate of amendment in accordance with Section 3810 of the DSTA.

SECTION 12.3. PROHIBITED RETROSPECTIVE AMENDMENTS. No amendment of this Declaration of Trust or repeal of any of its provisions shall limit or eliminate the limitation of liability provided to Trustees and officers hereunder with respect to any act or omission occurring prior to such amendment or repeal.

ARTICLE 13
MISCELLANEOUS PROVISIONS

SECTION 13.1. CERTAIN INTERNAL REFERENCES. In this Declaration of Trust or in any such amendment, references to this Declaration of Trust, and all expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to this Declaration of Trust as a whole and as amended or affected by any such amendment.

SECTION 13.2. CERTIFIED COPIES. The original or a copy of this Declaration of Trust and of each amendment hereto shall be kept in the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Declaration of Trust or of any such amendments.

SECTION 13.3. EXECUTION OF PAPERS. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made by the Trustees shall be signed by the President, any Vice President, Treasurer, any Assistant Treasurer, Secretary, or any Assistant Secretary, or any officer authorized to do so by the Trustees or any of the foregoing.

SECTION 13.4. FISCAL YEAR. The fiscal year of the Trust shall end on September 30, or such other date as fixed by resolution of the Trustees.

SECTION 13.5. GOVERNING LAW. This Declaration of Trust is executed and delivered with reference to DSTA and the laws of the State of Delaware by all of the Trustees whose signatures appear below, and the rights of all parties and the validity and construction of every provision

hereof shall be subject to and construed according to DSTA and the laws of the State of Delaware (unless and to the extent otherwise provided for and/or preempted by the 1940 Act or other applicable federal securities laws); provided, however, that there shall not be applicable to the Trust, the Trustees, or this Declaration of Trust (a) the provisions of Section 3540 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the DSTA) pertaining to trusts which are inconsistent with the rights, duties, powers, limitations or liabilities of the Trustees set forth or referenced in this Declaration of Trust. All references to sections of the DSTA or the 1940 Act, or any rules or regulations thereunder, refer to such sections, rules, or regulations in effect as of the date of this Declaration of Trust, or any successor sections, rules, or regulations thereto.

SECTION 13.6. HEADINGS. Headings are placed herein for convenience of reference only, and in case of any conflict, the text of this instrument, rather than the headings, shall control. This instrument may be executed in any number of counterparts, each of which shall be deemed an original.

SECTION 13.7. RESOLUTION OF AMBIGUITIES. The Trustees may construe any of the provisions of this Declaration insofar as the same may appear to be ambiguous or inconsistent with any other provisions hereof, and any such construction hereof by the Trustees in good faith shall be conclusive as to the meaning to be given to such provisions. In construing this Declaration, the presumption shall be in favor of a grant of power to the Trustees.

SECTION 13.8. SEAL. No official seal of the Trust shall be required to execute any instruments on behalf of the Trust in accordance with Section 13.3.

SECTION 13.9. SEVERABILITY. The provisions of this Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provision is in conflict with the 1940 Act, the DSTA, or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

SECTION 13.10. SIGNATURES. To the extent permitted by applicable law, any instrument signed pursuant to a validly executed power of attorney shall be deemed to have been signed by the Trustee or officer executing the power of attorney.

IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have executed this Amended and Restated Declaration of Trust as of the date first written above.

/s/ David P. Marks
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David P. Marks


/s/ Lawrence R. Halverson
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Lawrence R. Halverson


/s/ Rolf F. Bjelland
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Rolf F. Bjelland


/s/ Gwendolyn Boeke
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Gwendolyn Boeke


/s/ Steven P. Riege
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Steven P. Riege


/s/ Richard E. Struthers
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Richard E. Struthers

Exhibit (d)(3)

MEMBERS MUTUAL FUNDS
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
AMENDMENT #4

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT ("AGREEMENT") is made this 30th day of November, 2006 by and between MEMBERS MUTUAL FUNDS, a statutory trust organized and existing under the laws of the State of Delaware (the "TRUST"), and MEMBERS CAPITAL ADVISORS, INC. (the "MANAGER"), a corporation organized and existing under the laws of the state of Iowa.

RECITALS

1. The Trust is a series-type, open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 ACT"), that currently consists of twelve investment portfolios (each, a "FUND") designated as Cash Reserves Fund, Bond Fund, Balanced Fund, High Income Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid Cap Value Fund, Mid Cap Growth Fund, Small Cap Value Fund, Small Cap Growth Fund, International Stock Fund, Aggressive Allocation Fund, Moderate Allocation Fund, and Conservative Allocation Fund, each such Fund having its own investment objective;

2. The Trust issues a separate series of shares of beneficial interest for each Fund, which shares represent fractional undivided interests in the Fund;

3. The Manager is engaged principally in rendering investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "ADVISERS ACT");

4. The Trust desires to retain the Manager to provide or to arrange to provide investment advisory and certain administrative services, in the manner and on the terms and conditions set forth in this Agreement; and

5. The Manager is willing to provide or to arrange to provide investment advisory services to the Trust and each Fund on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Trust and the Manager hereby agree as follows:

AGREEMENT

ARTICLE I
DUTIES OF THE MANAGER

The Trust hereby engages the Manager to act as the Trust's investment manager to provide or to arrange to provide directly or through third parties, investment advisory and certain administrative services to each existing Fund of the Trust and to any additional Funds that the Trust may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Trust (the "BOARD"), for the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such

engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such investment advisory and management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the provisions of the 1940 Act and the Advisers Act, the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s) and administrator(s) to perform any or all of the services set forth in this Agreement.

The Manager, its affiliates and any investment adviser(s), sub-adviser(s), administrator(s) or other parties performing services for the Manager shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or a Fund in any way or otherwise be deemed agents of the Trust or a Fund.

The Manager shall, for purposes of this Agreement, have and exercise full investment discretion and authority to act as agent for the Trust in buying, selling or otherwise disposing of or managing the Trust's investments, directly or through sub-advisers, subject to supervision by the Board.

The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a "SERVICE PROVIDER") shall be subject to: (1) the restrictions of the Declaration of Trust of the Trust, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Funds' investment objectives, investment policies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Trust (the "REGISTRATION STATEMENT") under the Securities Act of 1933, as amended (the "1933 ACT"); (4) appropriate state securities laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the "CODE").

(A) INVESTMENT ADVISORY SERVICES.

The Manager shall provide the Trust directly or through sub-advisers with such investment research, advice and supervision as the Trust may from time to time consider necessary for the proper management of the assets of each Fund, shall furnish continuously an investment program for each Fund, shall determine from time to time which securities or other investments shall be purchased, sold or exchanged and what portions of each Fund shall be held in the various securities or other investments or cash, and shall take such steps as are necessary to implement an overall investment plan for each Fund, including providing or obtaining such services as may be necessary in managing, acquiring or disposing of securities, cash or other investments.

The Trust has furnished or will furnish the Manager (who is authorized to furnish any Service Provider) with copies of the Trust's registration statement and Declaration of Trust as currently in effect and agrees during the continuance of this Agreement to furnish the Manager with copies of any amendments or supplements thereto before or at the time the amendments or supplements become effective. The Manager and any Service Providers will be entitled to rely on all documents furnished by the Trust.

The Manager represents that in performing investment advisory services for each Fund, the Manager shall make every effort to ensure that: (1) each Fund continuously qualifies as a

regulated investment company under Subchapter M of the Code or any successor provision; and (2) any applicable state securities law restrictions on investments that operate to limit or restrict the investments that a Fund may otherwise make are complied with as well as any changes thereto. Except as instructed by the Board, the Manager shall also make decisions for the Trust as to the manner in which voting rights, rights to consent to corporate action, and any other rights pertaining to the Trust's securities shall be exercised. If the Board at any time makes any determination as to investment policy and notifies the Manager of such determination, the Manager shall be bound by such determination for the period, if any, specified in the notice or until similarly notified that such determination has been revoked.

The Manager shall take, on behalf of each Fund, all actions which it deems necessary to implement the investment policies of such Fund, and in particular, to place all orders for the purchase or sale of portfolio investments for the account of each Fund with brokers, dealers, futures commission merchants or financial institutions selected by the Manager. The Manager also is authorized as the agent of the Trust to give instructions to any custodian of the Trust as to deliveries of securities and payments of cash for the account of each Fund. In selecting brokers or dealers and placing purchase and sale orders with respect to assets of the Fund, the Manager is directed at all times to seek to obtain best execution and price within the policy guidelines determined by the Board and set forth in the current registration statement. Subject to this requirement and the provisions of the Act, the Advisers Act, the Securities Exchange Act of 1934, as amended (the "1934 ACT"), and other applicable provisions of law, the Manager may select brokers or dealers that are affiliated with the Manager or the Trust.

In addition to seeking the best price and execution, the Manager may also take into consideration research and statistical information, wire, quotation and other services provided by brokers and dealers to the Manager. The Manager is also authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage, research and other services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager's overall responsibilities with respect to each Fund. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The policies with respect to brokerage allocation, determined from time to time by the Board are those disclosed in the currently effective registration statement. The Manager will periodically evaluate the statistical data, research and other investment services provided to it by brokers and dealers. Such services may be used by the Manager in connection with the performance of its obligations under this Agreement or in connection with other advisory or investment operations including using such information in managing its own accounts.

As part of carrying out its obligations to manage the investment and reinvestment of the assets of each Fund consistent with the requirements under the 1940 Act, the Manager shall:

(1) Perform research and obtain and analyze pertinent economic, statistical, and financial data relevant to the investment policies of each Fund as set forth in the Trust's registration statement;

(2) Consult with the Board and furnish to the Board recommendations with respect to an overall investment strategy for each Fund for approval, modification, or rejection by the Board;

(3) Seek out and implement specific investment opportunities, consistent with any investment strategies approved by the Board;

(4) Take such steps as are necessary to implement any overall investment strategies approved by the Board for each Fund, including making and carrying out day-to-day decisions to acquire or dispose of permissible investments, managing investments and any other property of the Fund, and providing or obtaining such services as may be necessary in managing, acquiring or disposing of investments;

(5) Regularly report to the Board with respect to the implementation of any approved overall investment strategy and any other activities in connection with management of the assets of each Fund including furnishing, within 60 days after the end of each quarter, a statement of investment performance for the period since the last report and a schedule of investments and other assets of each Fund as of the end of the quarter;

(6) Maintain all required accounts, records, memoranda, instructions or authorizations relating to the acquisition or disposition of investments for each Fund and the Trust;

(7) Furnish any personnel, office space, equipment and other facilities necessary for the operation of each Fund as contemplated in this Agreement;

(8) Provide the Trust with such accounting or other data concerning the Trust's investment activities as shall be necessary or required to prepare and to file all periodic financial reports or other documents required to be filed with the Securities and Exchange Commission and any other regulatory entity;

(9) Assist in determining each business day the net asset value of the shares of each Fund in accordance with applicable law; and

(10) Enter into any written investment advisory or investment sub-advisory contract with another affiliated or unaffiliated party, subject to any approvals required by Section 15 of the 1940 Act, pursuant to which such party will carry out some or all of the Manager's responsibilities (as

specified in such investment advisory or investment sub-advisory contract) listed above.

(B) ADMINISTRATION SERVICES.

The Manager shall provide office space, equipment, facilities, and such other services as it, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Manager shall also provide or arrange for the provision of certain administrative services necessary for the operation of the Trust including:

(1) Computation of each Fund's yields and total returns;

(2) Schedule, plan agendas for and conduct meetings of the Board and shareholders;

(3) Coordinate the efforts of the Trust's counsel and auditors;

(4) Prepare required reports, proxy materials and other communications with shareholders;

(5) The creation and maintenance of such records relating to the business of the Trust as the Trust may from time to time reasonably request not otherwise maintained by the Trust's custodian, transfer agent, accounting services agent or sub-advisers;.

(6) Provide clerical, secretarial and bookkeeping services, office supplies, office space, and related services (including telephone and other utility services); and

(7) Monitor state and federal law as it may apply to the Trust or the Funds.

The Manager may contract with qualified Service Providers for the provision of any of the services necessary for the operation of the Trust as described in this Section (b). The Manager shall also, on behalf of the Trust, coordinate the activities of such Service Providers, as well as other agents, attorneys, brokers and dealers, insurers, sub-advisers and such other persons in any such other capacity performing services for the Trust, deemed to be necessary or desirable. The Manager shall make reports to the Board of its performance hereunder and shall furnish advice and recommendations with respect to such other aspects of the business and affairs of the Trust as the Board or the Manager shall consider desirable.

ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES

(A) THE MANAGER. The Manager assumes the expense of and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense provide the office space, equipment and facilities that it is obligated to provide under this Agreement, and shall pay all compensation of officers of the Trust and all trustees of the Trust who are affiliated persons of the Manager, except as otherwise specified in this Agreement.

(B) THE TRUST. The Trust assumes and shall pay or cause to be paid all other expenses of the Trust, including, without limitation: taxes, expenses for legal, administration (including amounts paid directly by Trust to third party providers under separate agreements with the Trust), accounting and auditing services (including amounts paid directly by Trust to third party providers under separate agreements with the Trust), costs of printing and distributing proxy materials, shareholder reports and prospectuses (except to the extent that such prospectuses and shareholder reports are used in connection with the sale and distribution of the Trust's shares), custody and transfer agency fees, expenses of redeeming shares, Securities and Exchange Commission fees, expenses of registering the Trust's shares under state or federal laws, fees and actual out-of-pocket expenses of trustees who are not interested persons of the Trust, accounting and pricing costs (including the daily calculation of the net asset value), insurance, interest, brokerage expenses, litigation and other extraordinary or nonrecurring expenses, and other expenses properly payable by the Trust.

Large Cap Growth Fund          0.75%
Balanced Fund                  0.65%
Large Cap Value Fund           0.55%
Bond Fund                      0.50%
Cash Reserves Fund             0.40%
High Income Fund               0.55%
International Stock Fund       1.05%
Mid Cap Growth Fund            0.75%
Mid Cap Value Fund             0.95%
Small Cap Value Fund           1.00%
Small Cap Growth Fund          1.00%
Conservative Allocation Fund   0.30%
Moderate Allocation Fund       0.30%
Aggressive Allocation Fund     0.30%

The Manager's fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purpose of accruing compensation, the net assets of each Fund shall be

determined in the manner and on the dates set forth in the Declaration of Trust or the current registration statement of the Trust and, on days on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the immediately preceding day on which the net assets were determined.

In the event of termination of this Agreement, all compensation due through the date of termination will be calculated on a pro-rated basis through the date of termination and paid within fifteen (15) business days of the date of termination. During any period when the determination of net asset value is suspended, the net asset value of a Fund as of the last business day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of each succeeding business day until it is again determined.

ARTICLE IV
LIMITATION OF LIABILITY OF THE MANAGER

The Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Trust, except for (a) willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder, and (b) to the extent specified in section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation.

ARTICLE V
ACTIVITIES OF THE MANAGER

The services of the Manager are not deemed to be exclusive, and the Manager is free to render services to others, so long as the Manager's services under this Agreement are not impaired. It is understood that trustees, officers, employees and shareholders of the Trust are or may become interested persons of the Manager, as directors, officers, employees and shareholders or otherwise, and that directors, officers, employees and shareholders of the Manager are or may become similarly interested persons of the Trust, and that the Manager may become interested in the Trust as a shareholder or otherwise.

It is agreed that the Manager may use any supplemental investment research obtained for the benefit of the Trust in providing investment advice to its other investment advisory accounts. The Manager or its affiliates may use such information in managing their own accounts. Conversely, such supplemental information obtained by the placement of business for the Manager or other entities advised by the Manager will be considered by and may be useful to the Manager in carrying out its obligations to the Trust.

Securities or other investments held by a Fund of the Trust may also be held by separate investment accounts or other mutual funds for which the Manager may act as an investment adviser or by the Manager or its affiliates. Because of different investment objectives or other factors, a particular security may be bought by the Manager or its affiliates for one or more clients when one or more clients are selling the same security. If purchases or sales of securities for a Fund or other entities for which the Manager or its affiliates act as investment adviser or for their advisory clients arise for consideration at or about the same time, the Trust agrees that the Manager may make transactions in such securities, insofar as feasible, for the respective entities and clients in a manner deemed equitable to all. To the extent that transactions on behalf of

more than one client of the Manager during the same period may increase the demand for securities being purchased or the supply of securities being sold, the Trust recognizes that there may be an adverse effect on price.

It is agreed that, on occasions when the Manager deems the purchase or sale of a security to be in the best interest of a Fund as well as other accounts or companies, it may, to the extent permitted by applicable laws or regulations, but will not be obligated to, aggregate the securities to be sold or purchased for other accounts or companies in order to obtain favorable execution and lower brokerage commissions or prices. In that event, allocation of the securities purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in accordance with any written procedures maintained by the Manager or, if there are no such written procedures, in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Trust and to such other accounts or companies. The Trust recognizes that in some cases this procedure may adversely affect the size of the position obtainable for a Fund.

ARTICLE VI
BOOKS AND RECORDS

The Manager hereby undertakes and agrees to maintain, in the form and for the period required by Rule 31a-2 and Rule 2a-7 under the 1940 Act, all records relating to the Trust's investments that are required to be maintained by the Trust pursuant to the requirements of Rule 31a-1 and Rule 2a-7 of the 1940 Act.

The Manager agrees that all books and records which it or any other Service Provider maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such books, records or information upon the Trust's request. All such books and records shall be made available, within five business days of a written request, to the Trust's accountants or auditors during regular business hours at the Manager's offices. The Trust or its authorized representative shall have the right to copy any records in the possession of the Manager or a Service Provider that pertain to the Trust. Such books, records, information or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, all such books, records or other information shall be returned to the Trust free from any claim or assertion of rights by the Manager.

The Manager further agrees that it will not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as authorized in this Agreement and that it will keep confidential any information obtained pursuant to this Agreement and disclose such information only if the Trust has authorized such disclosure, or if such disclosure is required by federal or state regulatory authorities.

ARTICLE VII
DURATION AND TERMINATION OF THIS AGREEMENT

This Agreement shall not become effective unless and until it is approved by the Board, including a majority of trustees who are not parties to this Agreement or interested persons of any such party, and by the vote of a majority of the outstanding votes attributable to the shares of each Fund of the Trust. This Agreement shall come into full force and effect on the date which it is so approved, provided that it shall not become effective as to any subsequently created Fund until it has been approved by the Board, including a majority of trustees who are not parties to this Agreement or interested persons of any such party specifically for such Fund, and by the vote of a majority of the outstanding votes attributable to the shares of the initial shareholder of each such Fund. As to each Fund of the Trust, the Agreement shall continue in effect for two years and shall thereafter continue in effect from year to year so long as such continuance is specifically approved for each Fund at least annually by
(i) the Board, or by the vote of a majority of the outstanding votes attributable to shares of the Fund; and (ii) a majority of those trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

This Agreement may be terminated at any time as to any Fund or to all Funds, without the payment of any penalty, by the Board, or by vote of a majority of the outstanding votes attributable to the series of shares representing an interest in the applicable Fund, or by the Manager, on 60 days written notice to the other party. If this Agreement is terminated only with respect to one or more, but less than all, of the Funds, or if a different adviser is appointed with respect to a new Fund, the Agreement shall remain in effect with respect to the remaining Funds. This Agreement shall automatically terminate in the event of its assignment.

ARTICLE VIII
AMENDMENTS OF THIS AGREEMENT

This Agreement may be amended as to each Fund by the parties only if such amendment is specifically approved by (a) the vote of a majority of outstanding votes attributable to the shares of the Fund, and (b) a majority of those trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

ARTICLE IX
DEFINITIONS OF CERTAIN TERMS

The terms "assignment," "affiliated person," and "interested person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act. The term "majority of the outstanding votes" attributable to the shares of a Fund means the lesser of (a) 67% or more of the votes attributable to such Fund present at a meeting if the holders of more than 50% of such votes are present or represented by proxy, or (b) more than 50% of the votes attributable to shares of the Fund.

ARTICLE X
GOVERNING LAW

This Agreement shall be construed in accordance with laws of the State of Delaware, and applicable provisions of the 1940 Act, the Advisers Act, and the 1934 Act.

ARTICLE XI
SEVERABILITY

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

MEMBERS MUTUAL FUNDS

                                        By: /s/ John W. Petchler
                                            ------------------------------------
                                            John W. Petchler
                                            Vice President


ATTEST:


/s/ Diane Fisher
-------------------------------------

MEMBERS CAPITAL ADVISORS, INC.

                                        By: /s/ David P. Marks
                                            ------------------------------------
                                            David P. Marks
                                            President


ATTEST:


/s/ Diane Fisher
-------------------------------------

Exhibit (d)(15)

(WELLINGTON MANAGEMENT(R) LOGO)

Wellington Management Company, LLP

75 State Street
Boston
Massachusetts 02109
Telephone: (617) 951-5000

February 28, 2006

MEMBERS Capital Advisors, Inc.
5910 Mineral Point Road
Madison, Wisconsin 53701-0391

Re: MEMBERS Mutual Funds Investment Sub-Advisory Agreement

This letter will serve to amend the Investment Sub-Advisory Agreement dated May 1, 2002, (the "Sub-Advisory Agreement") by and between Wellington Management Company, LLP and MEMBERS Capital Advisors, Inc.

Section 1 of the agreement is amended to delete the reference to Multi-Cap Growth Fund and replace it with Mid-Cap Growth Fund.

Section 9 of the agreement is deleted in its entirety and replaced with the following: For the services rendered, the facilities furnished and the expenses assumed by Sub-Adviser, Adviser shall pay Sub-Adviser at the end of each month, a fee based on the average daily net assets of the Sub-Portfolio at the annual rate of 0.50%. Sub-Adviser's fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purposes of accruing compensation, the net assets of the Sub-Portfolio shall be determined in the manner and on the dates set forth in the current prospectus of the Fund, and, on days on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the next day on which the net assets shall have been determined. In the event of termination of this Agreement, all compensation due through the date of termination will be calculated on a pro-rated basis through the date of termination and paid within thirty business days of the date of termination. During any period when the determination of net asset value is suspended, the net asset value of the Sub-Portfolio as of the last business day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of each succeeding business day until it is again determined.

Effective January 1, 2007, the minimum annual fee shall be $1,250,000.00. For purposes of calculating this minimum fee, the revenues generated from the Sub-Portfolio shall be aggregated with the revenues generated from any other affiliated accounts of the Adviser managed by the Sub-Adviser in a similar investment mandate (together, the "Aggregated Assets"). The minimum fee shall be prorated back to the Sub-Portfolio and other affiliated accounts accordingly.

February 28, 2006

All remaining terms and provisions of the Sub-Advisory Agreement shall remain in full force and effect.

If you agree to and accept the terms of this letter, please so indicate by signing, dating and returning one of the enclosed copies of this letter to Katy D. Burke. If you have any questions with respect to this letter please do not hesitate to contact Ms. Burke at (617) 790-7961.

Wellington Management Company, LLP

By: /s/ Pamela Dippel
    ---------------------------------
Name: Pamela Dippel
Title: Senior Vice President

MEMBERS Capital Advisors, Inc.

By: /s/ LAWRENCE R. HALVERSON
    ---------------------------------
Name: LAWRENCE R. HALVERSON
Title: SENIOR VICE PRESIDENT

EXHIBIT(d)(16)

SMALL CAP VALUE FUND
OF
MEMBERS MUTUAL FUNDS
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
MEMBERS CAPITAL ADVISORS, INC.
AND
WELLINGTON MANAGEMENT COMPANY, LLP

THIS INVESTMENT SUB-ADVISORY AGREEMENT ("AGREEMENT"), effective as of the 15th day of December, 2006, by and between MEMBERS CAPITAL ADVISORS, INC., an Iowa corporation (the "ADVISER"), and WELLINGTON MANAGEMENT COMPANY, LLP, a Massachusetts limited liability partnership (the "SUB-ADVISER").

Adviser and Sub-Adviser agree as follows:

1. Adviser hereby engages the services of Sub-Adviser in connection with Adviser's management of a portion of the assets (which could be up to 100%) of the SMALL CAP VALUE FUND (the "PORTFOLIO") of MEMBERS MUTUAL FUNDS (the "FUND"). Adviser intends to use a manager of managers approach to the management of the Portfolio, as well as other portfolios in the Fund. Therefore, the number of sub-advisers and the percentage of assets of the Portfolio managed by each sub-adviser will be determined by the Fund's Board of Trustees and MEMBERS Capital Advisors from time to time. The portion of the assets assigned to the Sub-Adviser will be referred to as the Sub-Portfolio. Pursuant to this Agreement and subject to the oversight and supervision by Adviser and the officers and the Board of Trustees of the Fund, Sub-Adviser shall manage the investment and reinvestment of the assets of the Sub-Portfolio as requested by MEMBERS Capital Advisors.

2. Sub-Adviser hereby accepts employment by Adviser in the foregoing capacity and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.

3. In particular, Sub-Adviser shall furnish continuously an investment program for the Sub-Portfolio and shall determine from time to time in its discretion the securities and other investments to be purchased or sold or exchanged and what portions of the Sub-Portfolio shall be held in various securities, cash or other investments. In this connection, Sub-Adviser shall provide Adviser and the officers and Trustees of the Fund with such reports and documentation as the latter shall reasonably request regarding Sub-Adviser's management of the Sub-Portfolio's assets.

4. Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (a) the Portfolio's investment objective, policies and restrictions as set forth in the Fund's current registration statement, (b) such policies or directives as the Fund's Trustees may from time to time establish or issue, and (c) applicable law and related regulations. Adviser shall promptly notify Sub-Adviser of changes to (a) or (b) above and shall notify Sub-Adviser of changes to (c) above promptly after it becomes aware of such changes.

5. The Sub-Adviser and Adviser acknowledge that the Sub-Adviser is not the compliance agent for the Fund or for the Adviser, and does not have access to all of the Fund's or the Portfolio's books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement in accordance with the Fund's registration statement, the Fund's Declaration of Trust, the Portfolio's prospectus and any policies adopted by the Fund's Board of Trustees applicable to the Portfolio, and in accordance with applicable law, the Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio, which comprise a portion the Portfolio's books and records, and upon information and written instructions received from the Fund or the Adviser, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the policies of the Fund's Board of Trustees and applicable law based upon such books and records and such information and instructions provided by the Fund or the Adviser. The Adviser shall promptly provide the Sub-Adviser with copies of the Fund's registration statement, the Fund's Declaration of Trust, the Portfolio's currently effective prospectus and any written policies or procedures adopted by the Fund's Board of Trustees applicable to the Portfolio and any amendments or revisions thereto.

6. The Sub-Adviser shall have full and complete discretion to establish brokerage accounts with one or more brokers, dealers or other financial intermediaries as Sub-Adviser may select, including those which from time to time may furnish to Sub-Adviser or its affiliates statistical and investment research information and other services. Sub-Adviser will place orders with or through such brokers, dealers or other financial intermediaries in accordance with Wellington Management's Statement of Policy on Brokerage Practices and the policy with respect to brokerage set forth in the Fund's Registration Statement or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws

On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Sub-Portfolio as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

7. Unless the Adviser gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio may be invested.

The Sub-Adviser shall not file class action claims or derivative shareholder claims on behalf of the Sub-Advised Funds. However, the Sub-Adviser will provide transaction information to the Client or custodian upon reasonable request.

8. Sub-Adviser's services under this Agreement are not exclusive. Sub-Adviser may provide the same or similar services to other clients. Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Adviser, the Fund or the Portfolio or otherwise be deemed agents of the Adviser, the Fund or the Portfolio.

9. For the services rendered, the facilities furnished and the expenses assumed by Sub-Adviser, Adviser shall pay Sub-Adviser at the end of each month, a fee based on the average daily net assets of the Sub-Portfolio t the annual rate of 0.70%. Sub-Adviser's fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purposes of accruing compensation, the net assets of the Sub-Portfolio shall be determined in the manner and on the dates set forth in the current prospectus of the Fund, and, on days on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the next day on which the net assets shall have been determined. In the event of termination of this Agreement, all compensation due through the date of termination will be calculated on a pro-rated basis through the date of termination and paid within thirty business days of the date of termination. During any period when the determination of net asset value is suspended, the net asset value of the Sub-Portfolio as the last business day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of each succeeding business day until it is again determined.

10. The Sub-Adviser shall maintain all books and records with respect to the Sub-Advised Fund's portfolio transactions required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and shall render to the Manager such periodic and special reports as the Manager may reasonably request.

Sub-Adviser agrees that all books and records which it maintains for the Sub-Portfolio or the Fund pursuant to this section are the property of the Fund and further agrees to surrender promptly to the Adviser or the Fund any such books, records or information upon the Adviser's or the Fund's request. All such books and records shall be made available, within five business days of a written request, to the Fund's accountants or auditors during regular business hours at Sub-Adviser's offices. Adviser and the Fund or either of their authorized representative shall have the right to copy any records in the possession of Sub-Adviser which pertain to the Portfolio

or the Fund. Such books, records, information or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, all such books, records or other information shall be returned to Adviser or the Fund, however, the Sub-Adviser may retain a copy of such documents.

11. The Adviser and Sub-Adviser shall cooperate with each other in providing information, reports and other materials to regulatory and administrative bodies having proper jurisdiction over the Portfolio, the Adviser and the Sub-Adviser in connection with the services provided pursuant to this Agreement; provided, however, that this agreement to cooperate does not apply to the provision of information, reports and other materials which either the Adviser or the Sub-Adviser reasonably believes the regulatory or administrative body does not have the authority to request or is the privileged or confidential information of the Adviser or Sub-Adviser.

12. Each party to this agreement agrees that it will not disclose or use any records or information of the other party (the "non-disclosing party") obtained pursuant to this Agreement in any manner whatsoever except as authorized in this Agreement and that it will keep confidential any non-public information obtained pursuant to this Agreement and disclose such information only if non-disclosing party (or the Fund, in cases where the non-disclosing party is the Adviser) has authorized such disclosure, or if such disclosure is required by federal or state regulatory authorities.

13. In the absence of willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser or its officers, Trustees or employees, or reckless disregard by Sub-Adviser of its duties under this Agreement, Sub-Adviser shall not be liable to Adviser, the Portfolio, the Fund or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services.

14. Representations and Warranties.

a. Adviser represents and warrants that:

(1) Adviser is registered with the U.S. Securities and Exchange Commission under the Advisers Act. The Adviser shall remain so registered throughout the term of this Agreement and shall notify Sub-Adviser immediately if Adviser ceases to be so registered as an investment adviser;

(2) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;

(3) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties hereto, and the execution, delivery and performance of this Agreement by the parties hereto does not contravene or constitute a default under: (a) any provision of applicable law, rule or regulation; (b) the Advisers' Articles of Incorporation or Bylaws; or (c) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser;

(4) This Agreement is a valid and binding Agreement of the Adviser;

(5) The Adviser has provided the Sub-Adviser with a copy of its Form ADV as most recently filed with the Securities and Exchange Commission ("SEC") and the Adviser further represents that it will, within a reasonable time after filing any amendment to its Form ADV with the SEC furnish a copy of such amendments to the Sub-Adviser. The information contained in the Adviser's Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; and

(6) The Adviser acknowledges that it received a copy of the Sub-Adviser's current Form ADV, at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund.

b. Sub-Adviser represents and warrants that:

(1) Sub-Adviser is registered with the U.S. Securities and Exchange Commission under the Advisers Act. The Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser;

(2) The Sub-Adviser is a limited liability partnership duly organized and validly existing under the laws of the Commonwealth of Massachusetts with the power to own and possess its assets and carry on its business as it is now being conducted;

(3) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser's powers and have been duly authorized by all necessary action on the part of its directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties hereto, and the execution, delivery and performance of this Agreement by the parties hereto does not contravene or constitute a default under: (a) any provision of applicable law, rule or regulation; (b) the Sub-

Advisers Articles of Incorporation or Bylaws; or (c) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser;

(4) This Agreement is a valid and binding Agreement of the Sub-Adviser;

(5) The Sub-Adviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and the Sub-Adviser further represents that it will, within a reasonable time after filing any amendment to its Form ADV with the SEC furnish a copy of such amendments to the Adviser. The information contained in the Sub-Adviser's Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; and

(6) The Sub-Adviser acknowledges that it received a copy of the Adviser's current Form ADV, at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund.

15. The Adviser will not use, and will not permit the Fund to use, the Sub-Adviser's name (or that of any affiliate) or any derivative thereof or logo associated therewith in Fund literature without prior review and approval by the Sub-Adviser.

16. This Agreement shall not become effective unless and until it is approved by the Board of Trustees of the Fund, including a majority of Trustees who are not parties to this Agreement or interested persons of any such party to this Agreement. This Agreement shall come into full force and effect on the date which it is so approved. This Agreement shall continue in effect for two years and shall thereafter continue in effect from year to year so long as such continuance is specifically approved at least annually by (i) the Board of Trustees of the Fund, or by the vote of a majority of the outstanding votes attributable to shares of the class of stock representing an interest in the Portfolio; and (ii) a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

17. This Agreement may be terminated at any time without the payment of any penalty, by the Fund's Board of Trustees, or by vote of a majority of the outstanding votes attributable to shares of the class of stock representing an interest in the Portfolio on sixty (60) days written notice to the Adviser and Sub-Adviser, or by the Adviser, or by the Sub-Adviser, on sixty (60) days written notice to the other. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the investment Advisery agreement between the Adviser and the Fund regarding the Adviser's management of the Portfolio.

18. This Agreement may be amended by either party only if such amendment is specifically approved by a majority of those Trustees who are not parties to this Agreement or interested

persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

19. The terms "assignment", "affiliated person" and "interested person", when used in this Agreement, shall have the respective meanings specified in the 1940 Act. The term "majority of the outstanding votes attributable to shares of the class" means the lesser of (a) 67% or more of the shares of such class present at a meeting if more than 50% of such shares are present or represented by proxy or (b) more than 50% of the votes attributable to the shares of such class.

20. This Agreement shall be construed in accordance with laws of the State of Delaware, and applicable provisions of the Advisers Act.

21. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

MEMBERS CAPITAL ADVISORS, INC.

By:      /s/David P. Marks
         ------------------
         David P. Marks, President

WELLINGTON MANAGEMENT COMPANY, LLP

By:      /s/Jonathan M. Payson
         ---------------------
Title:   Jonathan M. Payson, Senior Vice President

EXHIBIT(d)(17)

SMALL CAP GROWTH FUND
OF
MEMBERS MUTUAL FUNDS
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
MEMBERS CAPITAL ADVISORS, INC.
AND
PARADIGM ASSET MANAGEMENT CO., LLC

THIS INVESTMENT SUB-ADVISORY AGREEMENT ("AGREEMENT"), effective as of the 15th day of December, 2006, by and between MEMBERS CAPITAL ADVISORS, INC., an Iowa corporation (the "ADVISER"), and PARADIGM ASSET MANAGEMENT CO., LLC, a _______________ limited liability partnership (the "SUB-ADVISER").

Adviser and Sub-Adviser agree as follows:

1. Adviser hereby engages the services of Sub-Adviser in connection with Adviser's management of a portion of the assets (which could be up to 100%) of the SMALL CAP GROWTH FUND (the "PORTFOLIO") of MEMBERS MUTUAL FUNDS (the "FUND"). Adviser intends to use a manager of managers approach to the management of the Portfolio, as well as other portfolios in the Fund. Therefore, the number of sub-advisers and the percentage of assets of the Portfolio managed by each sub-adviser will be determined by the Fund's Board of Trustees and MEMBERS Capital Advisors from time to time. The portion of the assets assigned to the Sub-Adviser will be referred to as the Sub-Portfolio. Pursuant to this Agreement and subject to the oversight and supervision by Adviser and the officers and the Board of Trustees of the Fund, Sub-Adviser shall manage the investment and reinvestment of the assets of the Sub-Portfolio as requested by MEMBERS Capital Advisors.

2. Sub-Adviser hereby accepts employment by Adviser in the foregoing capacity and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.

3. In particular, Sub-Adviser shall furnish continuously an investment program for the Sub-Portfolio and shall determine from time to time in its discretion the securities and other investments to be purchased or sold or exchanged and what portions of the Sub-Portfolio shall be held in various securities, cash or other investments. In this connection, Sub-Adviser shall provide Adviser and the officers and Trustees of the Fund with such reports and documentation as the latter shall reasonably request regarding Sub-Adviser's management of the Sub-Portfolio's assets.

4. Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (a) the Portfolio's investment objective, policies and restrictions as set forth in the Fund's current registration statement, (b) such policies or directives as the Fund's Trustees may from time to time establish or issue, and (c) applicable law and related regulations. Adviser shall promptly notify Sub-Adviser of changes to (a) or (b) above and shall notify Sub-Adviser of changes to (c) above promptly after it becomes aware of such changes.

5. The Sub-Adviser and Adviser acknowledge that the Sub-Adviser is not the compliance agent for the Fund or for the Adviser, and does not have access to all of the Fund's or the Portfolio's books and records necessary to perform certain compliance testing. To the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement in accordance with the Fund's registration statement, the Fund's Declaration of Trust, the Portfolio's prospectus and any policies adopted by the Fund's Board of Trustees applicable to the Portfolio, and in accordance with applicable law, the Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio, which comprise a portion the Portfolio's books and records, and upon information and written instructions received from the Fund or the Adviser, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the policies of the Fund's Board of Trustees and applicable law based upon such books and records and such information and instructions provided by the Fund or the Adviser. The Adviser shall promptly provide the Sub-Adviser with copies of the Fund's registration statement, the Fund's Declaration of Trust, the Portfolio's currently effective prospectus and any written policies or procedures adopted by the Fund's Board of Trustees applicable to the Portfolio and any amendments or revisions thereto.

6. The Sub-Adviser shall have full and complete discretion to establish brokerage accounts with one or more brokers, dealers or other financial intermediaries as Sub-Adviser may select, including those which from time to time may furnish to Sub-Adviser or its affiliates statistical and investment research information and other services. Sub-Adviser will place orders with or through such brokers, dealers or other financial intermediaries in accordance with Paradigm Asset Management's Statement of Policy on Brokerage Practices and the policy with respect to brokerage set forth in the Fund's Registration Statement or as the Board of Trustees or the Adviser may direct from time to time, in conformity with federal securities laws

On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Sub-Portfolio as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

7. Unless the Adviser gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio's shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio may be invested.

The Sub-Adviser shall not file class action claims or derivative shareholder claims on behalf of the Sub-Advised Funds. However, the Sub-Adviser will provide transaction information to the Client or custodian upon reasonable request.

8. Sub-Adviser's services under this Agreement are not exclusive. Sub-Adviser may provide the same or similar services to other clients. Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Adviser, the Fund or the Portfolio or otherwise be deemed agents of the Adviser, the Fund or the Portfolio.

9. For the services rendered, the facilities furnished and the expenses assumed by Sub-Adviser, Adviser shall pay Sub-Adviser at the end of each month, a fee based on the average daily net assets of the Sub-Portfolio t the annual rate of 0.70%. Sub-Adviser's fee shall be accrued daily at 1/365th of the applicable annual rate set forth above. For the purposes of accruing compensation, the net assets of the Sub-Portfolio shall be determined in the manner and on the dates set forth in the current prospectus of the Fund, and, on days on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the next day on which the net assets shall have been determined. In the event of termination of this Agreement, all compensation due through the date of termination will be calculated on a pro-rated basis through the date of termination and paid within thirty business days of the date of termination. During any period when the determination of net asset value is suspended, the net asset value of the Sub-Portfolio as the last business day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of each succeeding business day until it is again determined.

10. The Sub-Adviser shall maintain all books and records with respect to the Sub-Advised Fund's portfolio transactions required by subparagraphs (b)(5), (6),
(7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the Investment Company Act of 1940, as amended (the "1940 Act") and shall render to the Manager such periodic and special reports as the Manager may reasonably request.

Sub-Adviser agrees that all books and records which it maintains for the Sub-Portfolio or the Fund pursuant to this section are the property of the Fund and further agrees to surrender promptly to the Adviser or the Fund any such books, records or information upon the Adviser's or the Fund's request. All such books and records shall be made available, within five business days of a written request, to the Fund's accountants or auditors during regular business hours at Sub-Adviser's offices. Adviser and the Fund or either of their authorized representative shall have the right to copy any records in the possession of Sub-Adviser which pertain to the Portfolio

or the Fund. Such books, records, information or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, all such books, records or other information shall be returned to Adviser or the Fund, however, the Sub-Adviser may retain a copy of such documents.

11. The Adviser and Sub-Adviser shall cooperate with each other in providing information, reports and other materials to regulatory and administrative bodies having proper jurisdiction over the Portfolio, the Adviser and the Sub-Adviser in connection with the services provided pursuant to this Agreement; provided, however, that this agreement to cooperate does not apply to the provision of information, reports and other materials which either the Adviser or the Sub-Adviser reasonably believes the regulatory or administrative body does not have the authority to request or is the privileged or confidential information of the Adviser or Sub-Adviser.

12. Each party to this agreement agrees that it will not disclose or use any records or information of the other party (the "non-disclosing party") obtained pursuant to this Agreement in any manner whatsoever except as authorized in this Agreement and that it will keep confidential any non-public information obtained pursuant to this Agreement and disclose such information only if non-disclosing party (or the Fund, in cases where the non-disclosing party is the Adviser) has authorized such disclosure, or if such disclosure is required by federal or state regulatory authorities.

13. In the absence of willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser or its officers, Trustees or employees, or reckless disregard by Sub-Adviser of its duties under this Agreement, Sub-Adviser shall not be liable to Adviser, the Portfolio, the Fund or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services.

14. Representations and Warranties.

a. Adviser represents and warrants that:

(1) Adviser is registered with the U.S. Securities and Exchange Commission under the Advisers Act. The Adviser shall remain so registered throughout the term of this Agreement and shall notify Sub-Adviser immediately if Adviser ceases to be so registered as an investment adviser;

(2) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;

(3) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties hereto, and the execution, delivery and performance of this Agreement by the parties hereto does not contravene or constitute a default under: (a) any provision of applicable law, rule or regulation; (b) the Advisers' Articles of Incorporation or Bylaws; or (c) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser;

(4) This Agreement is a valid and binding Agreement of the Adviser;

(5) The Adviser has provided the Sub-Adviser with a copy of its Form ADV as most recently filed with the Securities and Exchange Commission ("SEC") and the Adviser further represents that it will, within a reasonable time after filing any amendment to its Form ADV with the SEC furnish a copy of such amendments to the Sub-Adviser. The information contained in the Adviser's Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; and

(6) The Adviser acknowledges that it received a copy of the Sub-Adviser's current Form ADV, at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund.

b. Sub-Adviser represents and warrants that:

(1) Sub-Adviser is registered with the U.S. Securities and Exchange Commission under the Advisers Act. The Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser;

(2) The Sub-Adviser is a limited liability partnership duly organized and validly existing under the laws of the Commonwealth of Massachusetts with the power to own and possess its assets and carry on its business as it is now being conducted;

(3) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser's powers and have been duly authorized by all necessary action on the part of its directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties hereto, and the execution, delivery and performance of this Agreement by the parties hereto does not contravene or constitute a default under: (a) any provision of applicable law, rule or regulation; (b) the Sub-

Advisers Articles of Incorporation or Bylaws; or (c) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser;

(4) This Agreement is a valid and binding Agreement of the Sub-Adviser;

(5) The Sub-Adviser has provided the Adviser with a copy of its Form ADV as most recently filed with the SEC and the Sub-Adviser further represents that it will, within a reasonable time after filing any amendment to its Form ADV with the SEC furnish a copy of such amendments to the Adviser. The information contained in the Sub-Adviser's Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; and

(6) The Sub-Adviser acknowledges that it received a copy of the Adviser's current Form ADV, at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Fund.

15. The Adviser will not use, and will not permit the Fund to use, the Sub-Adviser's name (or that of any affiliate) or any derivative thereof or logo associated therewith in Fund literature without prior review and approval by the Sub-Adviser.

16. This Agreement shall not become effective unless and until it is approved by the Board of Trustees of the Fund, including a majority of Trustees who are not parties to this Agreement or interested persons of any such party to this Agreement. This Agreement shall come into full force and effect on the date which it is so approved. This Agreement shall continue in effect for two years and shall thereafter continue in effect from year to year so long as such continuance is specifically approved at least annually by (i) the Board of Trustees of the Fund, or by the vote of a majority of the outstanding votes attributable to shares of the class of stock representing an interest in the Portfolio; and (ii) a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

17. This Agreement may be terminated at any time without the payment of any penalty, by the Fund's Board of Trustees, or by vote of a majority of the outstanding votes attributable to shares of the class of stock representing an interest in the Portfolio on sixty (60) days written notice to the Adviser and Sub-Adviser, or by the Adviser, or by the Sub-Adviser, on sixty (60) days written notice to the other. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the investment Advisery agreement between the Adviser and the Fund regarding the Adviser's management of the Portfolio.

18. This Agreement may be amended by either party only if such amendment is specifically approved by a majority of those Trustees who are not parties to this Agreement or interested

persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

19. The terms "assignment", "affiliated person" and "interested person", when used in this Agreement, shall have the respective meanings specified in the 1940 Act. The term "majority of the outstanding votes attributable to shares of the class" means the lesser of (a) 67% or more of the shares of such class present at a meeting if more than 50% of such shares are present or represented by proxy or (b) more than 50% of the votes attributable to the shares of such class.

20. This Agreement shall be construed in accordance with laws of the State of Delaware, and applicable provisions of the Advisers Act.

21. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

MEMBERS CAPITAL ADVISORS, INC.

By:      /s/David P. Marks
         -----------------
        David P. Marks, President

PARADIGM ASSET MANAGEMENT CO., LLC

By:      /s/Gregory Pai
         ---------------
Title:   Gregory Pai, Managing Director

Exhibit (d)(18)

(MEMBERS LOGO)

CAPITAL ADVISORS

June 28, 2006

To: Board of Trustees of MEMBERS Mutual Funds

Re: Expense Reimbursement

Dear Trustees:

This letter is to confirm that MEMBERS Capital Advisors, Inc., the investment advisor for MEMBERS Mutual Funds, contractually agrees to reimburse each fund's expenses other than its management, 12b-1 and service fees (excluding taxes, interest and extraordinary items) that exceed the following amounts:

FUND                      CLASS A   CLASS B
----                      -------   -------
Conservative Allocation    0.70%     1.45%
Moderate Allocation        0.70%     1.45%
Aggressive Allocation      0.70%     1.45%

FUND                      CLASS Y
----                      -------
Cash Reserves              0.55%
Bond                       0.65%
High Income                0.75%
Balanced                    n/a
Large Cap Value            0.75%
Large Cap Growth           0.95%
Mid Cap Value              1.15%
Mid Cap Growth             0.95%
International Stock        1.35%

Any reimbursements made by MEMBERS Capital Advisors to a fund are subject to repayment by the fund within the subsequent three years, to the extent that the fund can make the repayment while remaining within the fee structure described above.

MEMBERS Capital Advisors further agrees to this reimbursement until the effective date of the MEMBERS Mutual Funds' post effective amendment scheduled to be filed in February 2007.

Sincerely,

/s/ David P. Marks
-----------------------------------------
David P. Marks
President, MEMBERS Capital Advisors, Inc.

5910 Mineral Point Rd.

Madison,WI 53705-4456
608.232.6111
memberscapitaladvisors.com

Exhibit (e)(1)

AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
AMENDMENT #3

THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 30th day of November, 2006, by and between MEMBERS MUTUAL FUNDS, a statutory trust organized and existing under the laws of the state of Delaware (the "Trust"), and CUNA BROKERAGE SERVICES, INC. a corporation organized and existing under the laws of the State of Wisconsin (the "Distributor").

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 ACT"), consisting of several investment portfolios (the "FUNDS");

WHEREAS, the Trust is registering its shares of beneficial interest for offer and sale to the public under the Securities Act of 1933, as amended (the "1933 ACT"), and in accordance with the provisions of all applicable state securities laws (the "BLUE SKY LAWS");

WHEREAS, each Fund is authorized to issue multiple classes of shares: Class A Shares, Class B Shares, Class D Shares, Class Y Shares and such other classes of shares as may hereafter be approved by the Trust (collectively, the "SHARES"), each of which represents interests in the same portfolio of investment securities;

WHEREAS, the Distributor is a broker-dealer registered with the Securities and Exchange Commission (the "COMMISSION") under the Securities Exchange Act of 1934, as amended (the "1934 ACT") and is a member of the National Association of Securities Dealers, Inc. (the "NASD"); and

WHEREAS, the Trust has adopted two distribution plans pursuant to Section 12(b) of the 1940 Act, and Rule 12b-1 thereunder (the "12B-1 PLANS"), pursuant to which the Trust may pay the expenses for certain Distribution Activities and Service Activities (as defined in the 12b-1 Plans) incurred or paid by the Distributor.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereto agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE DISTRIBUTOR

The Trust hereby appoints the Distributor as its principle underwriter and exclusive agent to sell and distribute, as set forth below in Section II, the Shares of each Fund and of such other Funds as may hereafter be registered with the Commission and under the Blue Sky Laws, subject to the terms of this Agreement and the policies and control of the Trust's Board of Trustees (the "Board"). The Distributor hereby accepts such appointment.

II. DUTIES OF THE DISTRIBUTOR AND THE TRUST

A. The Trust employs the Distributor:

1. to promote the Funds;

2. to sell the Shares of each Fund on a best efforts basis from time to time during the term of this Agreement as agent for the Trust and upon the terms described in the currently effective registration statement of the Trust, and supplements thereto, under the 1933 Act and the 1940 Act (the "Registration Statement"). The Distributor shall sell, as agent for the Funds, the Shares needed, but not more than the Shares needed (except for clerical errors or errors of transmission), to fill unconditional orders placed with the Distributor;

3. to enter into agreements, at the Distributor's discretion, to sell Shares to registered and qualified retail broker-dealers. All such brokers and dealers shall act in accordance with the Registration Statement and shall comply with all applicable laws, rules and regulations;

4. in connection with the sales and offers of sale of Shares, to give only such information and make such representations as are permitted by applicable law. All sales literature and advertisements used by the Distributor in connection with the sale of the Shares shall be filed with the appropriate authorities, including the NASD, the states, and/or the Commission, as may be required from time to time.

5. to offer the Shares of each Fund at the public offering price which shall be the net asset value per Share as next determined by the Trust, plus applicable distribution charges, following receipt and acceptance by the Trust of a proper offer to purchase, determined in accordance with the Declaration of Trust and Registration Statement of the Funds. The Trust shall promptly furnish (or arrange for another person to furnish) the Distributor with a quotation of the public offering price on each business day; and

B. The Distributor shall not be obligated to sell any certain number of Shares.

C. The Trust agrees:

1. that it will not, without the Distributor's consent, sell or agree to sell any Shares of the Trust other than through the Distributor, except that the Trust may:

a. issue or sell Shares in connection with its merger or consolidation with any other investment company or the Trust's acquisition by purchase or otherwise of all or substantially all of the assets of any investment company or substantially all of the outstanding shares of any such company;

b. issue Shares to its shareholders for reinvestment of cash distribution from capital gains or net investment income of the Trust;

c. issue Shares to shareholders of a Fund who exercise any exchange privilege set forth in the Registration Statement;

d. issue Shares directly to registered shareholders pursuant to the authority of the Board; or

e. sell Shares in any jurisdiction in which the Distributor is not registered as a broker-dealer.

2. to permit the Distributor to use any list of shareholders of the Trust or an Fund or any other list of investors which it obtains in connection with its provision of services under this Agreement;

3. to keep the Distributor fully informed of its affairs and to make available to the Distributor copies of all information, financial statements, and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements for the Trust by its independent public accountant and such reasonable number of copies of the most current prospectus, statement of additional information, and annual and interim reports of a Fund as the Distributor may request;

4. to cooperate fully in the efforts of the Distributor to sell and arrange for the sale of the Shares and in the performance of the Distributor under this Agreement; and

5. to register or cause to be registered all Shares sold by the Distributor pursuant to the provisions of this Agreement in such name or names and amounts as the Distributor may request from time to time.

D. The Trust reserves the right at any time to withdraw all offerings of the Shares of any or all Funds by written notice to the Distributor at its principal office.

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE DISTRIBUTOR. The Distributor hereby represents and warrants to the Trust as follows:

1. Organization. The Distributor is duly organized and is in good standing under the laws of the State of Wisconsin and is fully authorized to enter into this Agreement and carry out its terms.

2. Registration. The Distributor is a broker-dealer registered with the Commission under the 1934 Act, is a member of the NASD, and is registered or licensed under the laws of all jurisdictions in which its activities require it to be so registered or licensed. The Distributor shall maintain such registration or license in effect at all times during the term of this Agreement and will immediately notify the Trust of the occurrence of any event that would disqualify the Distributor from serving as a Distributor by operation of Section 9(a) of the 1940 Act or otherwise.

3. Best Efforts. The Distributor at all times shall provide its best judgment and effort to the Trust in carrying out its obligations hereunder.

4. Code of Ethics. The Distributor has adopted a written code of ethics that complies with the requirements of Rule 17j-1 under the 1940 Act and will provide the Trust with a copy

of such code of ethics and all subsequent modifications, together with evidence of its adoption. At least annually the Distributor will provide the Trust with a report describing the implementation of the code of ethics during the immediately preceding twelve (12) month period.

B. REPRESENTATIONS AND WARRANTIES OF THE TRUST. The Trust, on behalf of the Funds, hereby represents and warrants to the Distributor as follows:

1. Organization. The Trust is duly organized under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its terms.

2. Registration. The Trust is registered as an investment company with the Commission under the 1940 Act and Shares of the Trust will be registered for offer and sale to the public under the 1933 Act and under the Blue Sky Laws. Such registrations shall be kept in effect during the term of this Agreement.

IV. COMPLIANCE WITH APPLICABLE REQUIREMENTS

A. In carrying out its obligations under this Agreement, the Distributor shall at all times conform to:

1. all applicable provisions of the 1934 Act and the 1940 Act and the rules and regulations thereunder and the rules of the NASD;

2. the provisions of the Registration Statement of the Trust as the same may be amended from time to time, under the 1933 Act and the 1940 Act;

3. the provisions of the Trust's Declaration of Trust, as amended; and

4. any other applicable provisions of state and federal law.

B. In carrying out its obligations under this Agreement, the Distributor agrees that:

1. The Distributor agrees to comply with the requirements of Section 326 of the USA PATRIOT Act of 2001 (the "PATRIOT Act") on behalf of the Trust using the Distributor's customer identification program for the customers of the Distributor for which it sells shares of the Trust.

2. The Distributor shall provide to the Trust a copy of its anti-money laundering compliance program, and maintain and enforce such program that includes policies, procedures and controls reasonably designed to ensure the Distributor's compliance with its responsibilities under all applicable laws, rules, requirements and regulations. The Distributor shall perform periodic audits to verify compliance with its anti-money laundering compliance program. Further, the Distributor will conduct anti-money laundering compliance training programs.

3. The Distributor agrees that it will abide by the applicable anti-money laundering procedures of the Trust.

4. The Distributor will provide an annual certification to the Board that the Distributor is operating in compliance with its anti-money laundering program, including its customer identification program, and the Trust's program, and all applicable laws, rules, requirements and regulations.

5. Upon request by the Trust's Anti-Money Laundering Compliance Officer ("AMLCO"), the Distributor will make available information relating to the identity and business of each broker-dealer firm that engages in the sales of shares of the Trust's mutual funds. The Distributor shall immediately notify the Board if it receives information that any broker-dealer firm is not in compliance with the PATRIOT Act.

6. In accordance with applicable law, rule or regulation, the Distributor hereby consents to permit examiners from the Commission to obtain information and records from the Distributor related to the Trust's anti-money laundering compliance program, and to inspect the Distributor for the purpose of examining the Trust's compliance with the PATRIOT Act, Bank Secrecy Act ("BSA") and applicable laws, rules, requirements and regulations.

7. Selling agreements between the Distributor and broker-dealer firms shall include provisions requiring each broker-dealer firm to: 1) comply with the PATRIOT Act and have an anti-money laundering compliance program; 2) confirm a customer's identity and the source of the funds involved in the purchase of shares of the mutual funds to the extent required by the PATRIOT Act and any laws, rules, requirements, regulations or regulatory guidance thereunder; and 3) report to the Trust's AMLCO, to the extent permitted by applicable law, including Section 314(b) of the PATRIOT Act, any suspicious activity involving the purchase of shares of the Trust.

8. Selling agreements between the Distributor and broker-dealer firms, as defined by Rule 22c-2, shall include: 1) A Shareholder Information Sharing Agreement to provide the Fund the taxpayer identification number ("TIN"), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Intermediary; 2) an Agreement to Assess Redemption Fees on Shareholder transactions in accordance with the terms and conditions of the then-current Prospectus of the fund(s); 3) an Agreement to Restrict Trading or further purchases or exchanges of Shares or take such other action as requested by the Fund for a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund's Shares.

C. In carrying out its obligations under this Agreement, the Distributor further agrees that:

1. The Distributor shall adopt and implement written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws, as such term is defined in Rule 38a-1 under the 1940 Act.

V. COMPENSATION

As compensation for providing services under this Agreement, the Distributor shall receive from each class for which a 12b-1 Plan is in effect, of each Fund, a distribution and/or service fee at the rate and under the terms and conditions of the 12b-1 Plans, as such 12b-1 Plans are in effect from time to time, and subject to any further limitations on such fee as the Board of Trustees of the Trust may impose.

Additional payments to the Distributor from the Trust's investment adviser, MEMBERS Capital Advisors, Inc., or the Trust's administrator may be authorized in accordance with applicable law.

VI. EXPENSES

The expenses in connection with the distribution of the Funds shall be allocable as follows:

A. EXPENSES OF THE DISTRIBUTOR. The Distributor shall bear or pay:

1. the costs of printing and distributing prospectuses and statements of additional information for prospective investors and the costs of preparing, printing and distributing such other sales literature, reports, forms and advertisements in connection with the sale of the Shares as comply with the applicable provisions of federal and state law;

2. the costs of any additional copies of the Trust's financial and other reports and not other literature supplied to the Distributor for sales promotion purposes;

3. all advertising expenses incurred by the Distributor in connection with the offering and sales of the Shares;

4. all compensation to the employees of the Distributor and others for selling shares, and all expenses of the Distributor and others who engage in or support the sale of shares as may be incurred in connection with their sales efforts;

5. expenses relating to the formulation and implementation of marketing strategies and promotional activities such as direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; and

6. the costs of building and maintaining a database of prospective shareholders and of obtaining such analyses, reports and other information with respect to marketing and promotional activities and investor accounts as the Trust may deem advisable.

B. EXPENSES OF THE TRUST

Each Fund, or class thereof, shall bear all expenses in connection with preparing and typesetting the Trust's prospectuses, statements of additional information, reports to shareholders, and other materials, related to communications of such class or Fund with existing shareholders.

VII. REPORTS

The Distributor shall prepare reports for the Board on a quarterly basis showing such information concerning services provided and expenses incurred related to this Agreement, and such other information, as from time to time may be reasonably requested by the Board.

VIII. INDEMNIFICATION BY THE TRUST

The Trust agrees to indemnify, defend and hold the Distributor, each person who has been, is, or may hereafter be an officer, director, employee or agent of the Distributor, and any person who controls the Distributor within the meaning of
Section 15 of the 1933 Act, free and harmless against any loss, damage or expense reasonably incurred by any of them in connection with any claim or in connection with any action, suit, or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon a violation of any of its covenants herein contained, or any alleged untrue statement of a material fact, or the alleged omission to state a material fact necessary to make the statements made not misleading, in the Registration Statement or prospectus of the Trust, or any amendment or supplement thereto, unless such statement or omission was made in reliance upon written information furnished by the Distributor. The foregoing rights of indemnification shall be in addition to any other rights to which any of the foregoing indemnified parties may be entitled as a matter of law. Nothing contained herein shall relieve the Distributor of any liability to the Trust or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or reckless disregard of its obligations and duties under this Agreement.

IX. INDEMNIFICATION BY THE DISTRIBUTOR

The Distributor agrees to indemnify, defend and hold the Trust, each person who has been, is, or may hereafter be an officer, director, employee or agent of the Trust, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act, free and harmless against any loss, damage or expense reasonably incurred by any of them in connection with any claim or in connection with any action, suit, or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon a violation of any of its covenants herein contained, or any alleged untrue statement of a material fact, or the alleged omission to state a material fact necessary to make the statements made not misleading, on the part of the Distributor or any agent or employee of the Distributor or any other person for whose acts the Distributor is responsible or is alleged to be responsible (such as any selected dealer or person through whom sales are made pursuant to an agreement with the Distributor), whether made orally or in writing, unless such statement or omission was made in reliance upon written information furnished by the Trust. The foregoing rights of indemnification shall be in addition to any other rights to which any of the foregoing indemnified parties may be entitled as a matter of law.

X. REPURCHASE OF SHARES

The Trust appoints and designates the Distributor as agent of the Trust, and the Distributor accepts such appointment as such agent, to repurchase shares of the Trust in accordance with the provisions of the Declaration of Trust.

In connection with such redemptions or repurchases, the Trust authorizes and designates the Distributor to take any action, to make any adjustments in net asset value, and to make any arrangements for the payment of the redemption or repurchase price authorized or permitted to be taken or made in accordance with the 1940 Act and as set forth in the current prospectus of the Trust.

The authority of the Distributor under this section may, with the consent of the Trust, be re-delegated in whole or in part to another person or firm.

The authority granted in this section may be suspended by the Trust at any time, or from time to time, until further notice to the Distributor. After any such suspension the authority granted to the Distributor by this section will be reinstated only by a written instrument executed by an officer of the Trust.

XI. DISTRIBUTOR IS INDEPENDENT CONTRACTOR

The Distributor is an independent contractor and shall be the agent for the Trust only with respect to the sale and redemption of Shares. The Distributor is responsible for its own conduct, for the employment, control and conduct of its agent and employees and for injury to such agents or employees or to others through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable laws and agrees to pay all employer taxes relating thereto.

XII. NON-EXCLUSIVITY

The services of the Distributor to the Trust under this Agreement are not to be deemed exclusive, and the Distributor shall be free to render similar services to others (including other investment companies) so long as its services to the Trust are not impaired thereby. It is understood and agreed that officers and directors of the Distributor may serve as officers or directors of the Trust, and that officers or directors of the Trust may serve as officers or directors of the Distributor to the extent permitted by law. The officers and directors of the Distributor are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm, fund or trust, including other investment companies.

XIII. TERM

This Agreement shall become effective as of the later of: (i) the date on which a Registration Statement becomes effective under the 1933 Act; and (ii) the date on which this Agreement is executed, provided this Agreement is approved by the vote of a majority of the Board and by the vote of a majority of those members of the Board who are not parties to this Agreement or interested persons of any such party, and who have no direct or indirect interest in the operation of any 12b-1 Plan or this Agreement, cast in person at a meeting called for the purpose of voting on such renewal.

Unless terminated as herein provided, this Agreement shall remain in full force and effect for one year from the date of execution of this Agreement and shall continue in effect from year to year thereafter, only so long as such continuance is approved at least annually:

1. by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, and who have no direct or indirect interest in the operation of any 12b-1 Plan or this Agreement, cast in person at a meeting called for the purpose of voting on such renewal; and

2. by either the Board of the Trust or the vote of a majority of the outstanding voting securities of the Trust.

XIV. TERMINATION

This Agreement may be terminated as to any class of any Fund at any time, without the payment of any penalty, by the vote of a majority of the Trustees of the Trust who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of any 12b-1 Plan or this Agreement, or by the vote of a majority of the outstanding votes attributable to that class of shares of the Fund, on sixty (60) days' written notice to the Distributor, or by the Distributor at any time without the payment of any penalty, on sixty (60) days written notice to the Trust.

XV. ASSIGNMENT

This Distribution Agreement may not be assigned by the Distributor and will automatically and immediately terminate in the event of its assignment.

XVI. AMENDMENTS

This Agreement may be amended at any time or from time to time by an instrument in writing, signed by a duly authorized officer of the Trust and by the Distributor, but no amendment to this Agreement shall be effective until such amendment is approved:

1. by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party and who have no direct or indirect financial interest in the operation of any 12b-1 Plan or this Agreement, cast in person at a meeting called for the purpose of voting on such approval; and

2. by the vote of a majority of the Board of Trustees of the Trust; provided, however, that amendments relating to any 12b-1 Plan shall not require the consent of the Distributor.

XVII. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

XVIII. DEFINITIONS

The terms "assignment," "affiliated person," and "interested person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act. The term "majority of the outstanding votes" attributable to the shares of a Fund means the lesser of (a) 67% or more of the votes attributable to such Fund present at a meeting if the holders of more than 50% of such votes are present or represented by proxy, or (b) more than 50% of the votes attributable to shares of the Fund.

XIX. NOTICE

Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered by hand, transmitted by electronic facsimile, or mailed by registered, certified or overnight United States mail, postage prepaid, or sent by overnight delivery with a recognized

courier, addressed by the party giving notice to the other party at the last address furnished by the other party:

To the Distributor at: CUNA Brokerage Services, Inc.

                       2000 Heritage Way
                       Waverly, Iowa 50677

To the Trust at:       President, MEMBERS Mutual Funds
                       c/o MEMBERS Capital Advisors Inc.
                       5910 Mineral Point Road
                       Madison, Wisconsin 53705

Each such notice, advice or report shall be effective upon receipt or three days after mailing, whichever is first.

XX. SEVERABILITY

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

XXI. ENTIRE AGREEMENT

This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

XXII. 1940 ACT

Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation or order of the Commission, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

CUNA BROKERAGE SERVICES, INC.

Attest: /s/ Tonnie Lemon                By: /s/ Mark E. Backes
        -----------------------------       ------------------------------------
                                            Mark E. Backes, President


                                        MEMBERS MUTUAL FUNDS


Attest: /s/ Diane Fisher                By: /s/ David P. Marks
        -----------------------------       ------------------------------------
                                            David P. Marks, President

Exhibit (l)(6)

MEMBERS MUTUAL FUNDS
SUBSCRIPTION AGREEMENT

MEMBERS MUTUAL FUNDS, a statutory trust organized under the laws of the State of Delaware (the "Trust"), and CUNA MUTUAL LIFE INSURANCE COMPANY ("CUNA MUTUAL"), an insurance company organized under the laws of the State of Wisconsin, agree as follows:

1. OFFER AND PURCHASE.

The Trust offers to CUNA Mutual, and CUNA Mutual agrees to purchase 10 Class A shares (the "Shares") of each of the Aggressive Allocation Portfolio, Moderate Allocation Portfolio and Conservative Allocation Portfolio, each a series of the Trust. CUNA Mutual acknowledges receipt from the Trust of the Shares and the Trust acknowledges receipt from CUNA Mutual of an aggregate of $300.00 in full payment for the Shares.

2. REPRESENTATION BY CUNA MUTUAL.

CUNA Mutual represents and warrants to the Trust that the Shares are being acquired for investment purposes and not with a view to resale or further distribution.

3. LIMITATION OF LIABILITY.

The Trust and CUNA Mutual agree that the obligations of the Trust under this Agreement will not be binding upon any of the Trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Trust, individually, but are binding only upon the assets and property of the Trust. The execution and delivery of this Agreement has been authorized by the Trustees of the Trust, and signed by an authorized officer of the Trust, acting as such, and neither the authorization by the Trustees nor the execution and delivery by the officer will be deemed to have been made by any of them individually or to impose any liability on any of them personally, but will bind only the trust property of the Trust. No series of the Trust will be liable for any claims against any other series.

4. NO RIGHT OF ASSIGNMENT.

CUNA Mutual's right under this Agreement to purchase the Shares is not assignable.

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the 16 day of June, 2006.

MEMBERS MUTUAL FUNDS

By: /s/ David P. Marks
    ------------------------------------
Name: David P. Marks
Title: President

CUNA MUTUAL LIFE INSURANCE COMPANY

By: /s/ Jeffrey D. Holley
    ------------------------------------
Name: Jeffrey D. Holley
Title: Executive Vice President and CFO

Exhibit (l)(7)

MEMBERS MUTUAL FUNDS
SUBSCRIPTION AGREEMENT

MEMBERS MUTUAL FUNDS, a statutory trust organized under the laws of the State of Delaware (the "Trust"), and CUNA MUTUAL LIFE INSURANCE COMPANY ("CUNA MUTUAL"), an insurance company organized under the laws of the State of Wisconsin, agree as follows:

1. OFFER AND PURCHASE.

The Trust offers to CUNA Mutual, and CUNA Mutual agrees to purchase 500,000 Shares ($10 per share) of each of the Small Cap Value Fund and Small Cap Growth Fund, each a series of the Trust, to be allocated among any and all of the share classes in existence.

CUNA Mutual acknowledges receipt from the Trust of the Shares and the Trust acknowledges receipt from CUNA Mutual of an aggregate of $5,000,000 in full payment for the Shares.

2. REPRESENTATION BY CUNA MUTUAL.

CUNA Mutual represents and warrants to the Trust that the Shares are being acquired for investment purposes and not with a view to resale or further distribution.

3. LIMITATION OF LIABILITY.

The Trust and CUNA Mutual agree that the obligations of the Trust under this Agreement will not be binding upon any of the Trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Trust, individually, but are binding only upon the assets and property of the Trust. The execution and delivery of this Agreement has been authorized by the Trustees of the Trust, and signed by an authorized officer of the Trust, acting as such, and neither the authorization by the Trustees nor the execution and delivery by the officer will be deemed to have been made by any of them individually or to impose any liability on any of them personally, but will bind only the trust property of the Trust. No series of the Trust will be liable for any claims against any other series.

4. NO RIGHT OF ASSIGNMENT.

CUNA Mutual's right under this Agreement to purchase the Shares is not assignable.

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the 30 day of November, 2006.

MEMBERS MUTUAL FUNDS                    CUNA MUTUAL LIFE INSURANCE COMPANY


By: /s/ David P. Marks                  By: /s/ Jeffrey D. Holley
    ---------------------------------       ------------------------------------
Name: David P. Marks                    Name: Jeffrey D. Holley
Title: President                        Title: Executive Vice President & CFO

Exhibit (m)(10)

MEMBERS MUTUAL FUNDS
SUPPLEMENT NO. 3
SERVICE PLAN
CLASS A SHARES

A. MEMBERS MUTUAL FUNDS (the "TRUST") is a diversified, open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 ACT").

B. Paragraph B of the Service Plan (the "Plan") states that the Plan shall also apply to the Class A Shares of any other Fund as shall be designated from time to time by the board of trustees of the Trust (the "Board") in any supplement to the Plan.

C. At its May 26, 2006 meeting, the Board approved supplementing the Plan to include the Conservative Allocation Fund, Moderate Allocation Fund and Aggressive Allocation Fund as part of the Plan.

D. At its November 30, 2006 meeting, the Board approved supplementing the Plan to include the Small Cap Value Fund and Small Cap Growth Fund as part of the Plan.

E. The Plan is hereby supplemented to include Conservative Allocation Fund, Moderate Allocation Fund, Aggressive Allocation Fund, Small Cap Value Fund and Small Cap Growth as part of the Plan.

IN WITNESS WHEREOF, MEMBERS Mutual Funds has adopted this Supplement to the Service Plan as of November 30, 2006.

MEMBERS MUTUAL FUNDS

By: /s/ David P. Marks
    ------------------------------------
    David P. Marks
    President

Exhibit (m)(11)

MEMBERS MUTUAL FUNDS
SUPPLEMENT NO. 3
DISTRIBUTION PLAN
CLASS B SHARES

A. MEMBERS MUTUAL FUNDS (the "TRUST") is a diversified, open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the "1940 ACT").

B. Paragraph B of the Distribution Plan (the "Plan") states that the Plan shall also apply to the Class B Shares of any other Fund as shall be designated from time to time by the board of trustees of the Trust (the "Board") in any supplement to the Plan.

C. At its May 26, 2006 meeting, the Board approved supplementing the Plan to include the Conservative Allocation Fund, Moderate Allocation Fund and Aggressive Allocation Fund as part of the Plan.

D. At its November 30, 2006 meeting, the Board approved supplementing the Plan to include the Small Cap Value Fund and Small Cap Growth Fund as part of the Plan.

E. The Plan is hereby supplemented to include Conservative Allocation Fund, Moderate Allocation Fund, Aggressive Allocation Fund, Small Cap Value Fund and Small Cap Growth as part of the Plan.

IN WITNESS WHEREOF, MEMBERS Mutual Funds has adopted this Supplement to the Distribution Plan as of November 30, 2006.

MEMBERS MUTUAL FUNDS

By: /s/ David P. Marks
    ------------------------------------
    David P. Marks
    President

Exhibit (n)(3)

MEMBERS MUTUAL FUNDS

AMENDED PLAN FOR MULTIPLE CLASSES OF SHARES

AS APPROVED BY THE BOARD OF TRUSTEES ON NOVEMBER 30, 2006
AMENDMENT # 4

A. MEMBERS MUTUAL FUNDS (the "TRUST") is an open-end management investment company registered with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended (the "ACT"). The Trust is organized as a business trust pursuant to the laws of the state of Delaware.

B. The Fund's Declaration of Trust authorizes the Trust to issue multiple series of shares of beneficial interest, each of which represents a fractional undivided interest in a separate investment portfolio (a "FUND"). The Declaration of Trust also authorizes the Trust to divide each series of shares into multiple classes. The Trust hereby establishes four classes of shares:
Class A, Class B, Class D, and Class Y. As described in more detail below: Class A shares are subject to a front-end sales charge, an asset-based shareholder service fee, and on purchases of over $1,000,000, a contingent deferred sales charge ("CDSC"); Class B shares are subject to an asset-based distribution fee, an asset-based shareholder service fee (except for money market funds), and a CDSC; Class D shares are subject only to an asset-based shareholder service fee (except for money market funds); and Class Y shares are not subject to any of the above mentioned fees.

C. This Amended Plan for Multiple Classes of Shares (the "PLAN") is a plan as contemplated by Rule 18f-3(d) under the Act.

D. The Board of Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust (as defined in Section 2(a)(19) of the Act), have approved and adopted the Plan for each Fund and determined that the Plan is or will be: (i) in the best interests of the holders of Class A shares of each series; (ii) in the best interests of holders of Class B shares of each series; (iii) in the best interest of the Class D shares of each series; (iv) in the best interests of the Class Y shares of each series; and (v) in the best interests of the interests of the Trust as a whole.

E. The Plan will remain in effect until such time as the Board of Trustees terminates the Plan or makes a material change to the Plan. Any material change to the Plan must be approved by the Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust, as being in the best interests of each series and class of shares to which such change would apply and the Trust as a whole

                              CASH RESERVES FUND
                                 BALANCED FUND
                             LARGE CAP VALUE FUND
                             LARGE CAP GROWTH FUND
                              MID CAP VALUE FUND
                              MID CAP GROWTH FUND
                             SMALL CAP VALUE FUND
                             SMALL CAP GROWTH FUND
                           INTERNATIONAL STOCK FUND
                         CONSERVATIVE ALLOCATION FUND
                           MODERATE ALLOCATION FUND     BOND FUND HIGH
   PURCHASE PAYMENT       AGGRESSIVE ALLOCATION FUND      INCOME FUND
   ----------------      ----------------------------   --------------
                                   (As a % of Offering Price)
   Under $25,000                     5.75%                   4.50%
   $25,000-49,999                     5.0%                   4.50%
 $50,000 to $99,999                  4.50%                   4.00%
 $100,000-$249,999                   3.50%                   3.50%
$250,000 to $499,999                 2.50%                   2.50%
$500,000 to $999,999                 1.50%                   1.50%
$1,000,000 and over(1)               None                    None

(1) There is a contingent deferred sales charge (CDSC) assessed on purchases of Class A shares of over $1,000,000. The CDSC will be calculated as described below relating to the CDSC for Class B shares, except at a rate of 1% in the first year and 0.5% in the second year following the purchase.

Class A shares also support an asset-based shareholder service fee equal to 0.25% of the average daily net assets of each Fund other than the Cash Reserves Fund attributable to Class A shares on an annual basis (This charge is more fully described in the distribution plan adopted by the Board of Trustees pursuant to Rule 12b-l under the Act).

Class A shares may be purchased without front-end sales charges by the following individuals and institutions:

- Credit union employees and their immediate family, when purchasing shares for their own personal accounts.

- Registered representatives of broker/dealers and registered investment advisors authorized to sell the funds when purchasing shares for their own account or for the benefit of their immediate family.

- Individuals and their immediate family who within the past twelve months were trustees, directors, officers, or employees of the CUNA Mutual Group or any of its affiliated companies, or any trust, pension, profit sharing or other benefit plan which beneficially owns shares for those persons, provided the purchase is made directly by mail, internet or telephone without the consultation of a registered representative. If the purchase is made through a registered representative, sales charges as described in this prospectus may apply.

- Individuals and their immediate family who within the past twelve months were trustees or employees of the MEMBERS Mutual Funds and Ultra Series Fund Boards of Trustees; or any trust, pension, profit sharing or other benefit plan which beneficially owns shares for those persons.

- Individuals and their immediate family who are trustees, directors, officers or employees of the adviser, subadviser, or service providers of the MEMBERS Mutual Funds.

- Credit union system-affiliated institutional investors and other non-profit organizations as described in section 501(c)(3) of the internal revenue code.

- Certain qualified defined benefit or qualified defined contribution pension plans, including 401(k) plans, with over $250,000 of assets.

Class A shares may be purchased without front-end sales charges in the following transactions:

- In fee-based accounts under an agreement with the distributor or investment adviser of MEMBERS Mutual Funds.

- With proceeds from the liquidation of a CUNA Mutual-affiliated pension product. (For employees of CUNA Mutual Group or any of its affiliated companies the sales charge waiver applies provided the purchase is made directly by mail, internet or telephone without the consultation of a registered representative. If the purchase is made through a registered representative, sales charge as described in this prospectus may apply.

- In Retirement Health Care Funding Program accounts (FAS 106) and Employee Option Plan accounts administered by CUNA Mutual Group.

- Reinvestment of dividends or capital gains from one of the MEMBERS Mutual Funds.

- By exchange from one MEMBERS Mutual Fund to another.

- Pursuant to the funds' reinstatement or reinvestment privilege (see the SAI for more information).

- From the proceeds of shares of another MEMBERS Mutual Funds account on which a load was already paid.

There are several ways investors and certain qualified pension plans may combine multiple purchases to reduce Class A sales charges:

RIGHTS OF COMBINATION. Purchases may be combined to reduce Class A sales charges if made by:

- you and your immediate family for your own account(s), including individual retirement, custodial and personal trust accounts;

- a trustee or other fiduciary purchasing for a single trust, estate or fiduciary account; and

- groups which qualify for the Group Investment Program as described in the SAI.

RIGHTS OF ACCUMULATION. You may add the current market value of your existing holdings in any fund and class of shares of the MEMBERS Mutual Funds (including combinations), to the amount of your next purchase of Class A shares to qualify for reduced sales charges. The current value of existing investments in your MEMBERS variable annuity contract may also be taken into account to determine your Class A sales charges.

LETTER OF INTENT. You may purchase Class A shares of a fund over a 13-month period and receive the same sales charge as if all shares had been purchased at once by signing a Letter of Intent (LOI).

1.2 CLASS B Shares. Class B shares are sold through CBSI, or other registered broker-dealers authorized by CBSI, at their net asset value without the imposition of a sales charges at

the time of purchase, but are subject to a CDSC at the time of redemption (as explained in more detail below). Class B shares also support: (1) an asset-based distribution fee (as provided for by a distribution plan adopted by the Board of Trustees pursuant to Rule 12b-l under the Act) equal to 0.75% of the average daily net assets of the Trust attributable to Class B shares on an annual basis, and (2) an asset-based shareholder service fee equal to 0.25% of the average daily net assets of the Trust attributable to Class B shares on an annual basis. The imposition of the CDSC and asset-based fees must, however, remain consistent with the requirements of the National Association of Securities Dealers, Inc. ("NASD")'s Conduct Rules.

At redemption, the amount of a CDSC, if any, charged to a holder of Class B shares depends upon the number of months or years that have elapsed since the holder purchased the shares. The amount of the CDSC is determined by multiplying the CDSC percentage charge shown in the following table by the lesser of: (1) the net asset value of the redeemed shares at the time of purchase, or (2) the net asset value of the redeemed shares at the time of redemption. The CDSC is deducted from the redemption proceeds otherwise payable to the shareholder.

Years After Purchase    1     2     3     4     5     6      7
--------------------   ---   ---   ---   ---   ---   ---   ----
CDSC                   4.5%  4.0%  3.5%  3.0%  2.0%  1.0%  None

Purchase Date before February 28, 2003

Years After Purchase    1     2     3     4     5      6
--------------------   ---   ---   ---   ---   ---   ----
CDSC                   4.5%  4.0%  3.5%  3.0%  2.0%  None

For purposes of this CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month.

In determining whether a CDSC is payable, the Trust will comply with the provisions of Rule 6c-10 under the Act as currently adopted. Under Rule 6c-10, no CDSC is imposed with respect to: (I) the portion of redemption proceeds attributable to the increase in the value of an account above the net cost of the investment due to increases in the net asset value per share of Class B shares; (2) shares of Class B shares acquired through reinvestment of income dividends or capital gain distributions; or (3) shares of Class B shares held for more than five years after purchase for shares purchased before February 28, 2003; or (4) shares of Class B shares held for more than six years after purchase for shares purchased on or after February 28, 2003.

1.3 CLASS D SHARES. Class D shares are sold directly to investors without imposition of a sales charge at the time of purchase. Class D shares also support an asset-based shareholder service fee equal to 0.25% of the average daily net assets of each Fund other than the Cash Reserves Fund attributable to Class D shares on an annual basis (This charge is more fully described in the distribution plan adopted by the Board of Trustees pursuant to Rule 12b-l under the Act.)

1.4 CLASS Y SHARES. Class Y shares are sold with the imposition of a sales charge and do not support an asset-based shareholder service fee. Class Y shares are only available for purchase by the MEMBERS Asset Allocation Funds, investors utilizing fund shares in fee-based

managed accounts with CBSI or another broker-dealer (wrap fee investors), and to other investors as the Board of Trustees may from time to time authorize.

1.5 OVERALL LIMITS. Notwithstanding the foregoing, the aggregate amounts of any front-end sales charge, any asset-based distribution plan fee and any CDSC imposed by the Trust must comply with the requirements of Section 2830 of the NASD Conduct Rules, as amended from time to time, and any other rules or regulations promulgated by the NASD applicable to mutual fund distribution and service fees.

SECTION II ALLOCATION OF EXPENSES

2.1 CLASS DISTINCTIONS. Class A shares, Class B shares, Class D shares, and Class Y shares each represent interests in the same series of the Trust. All classes of shares are identical in all respects except that: (1) Class B shares may be subject to a distinct distribution fee (as described above); (2) each class will bear different Class Expenses (as defined below); (3) each class will have exclusive voting rights with respect to matters that exclusively affect that class (such as approval of any distribution plan for Class B shares); and
(4) each class will bear a different name or designation.

2.2 CLASS EXPENSES. The Fund's Board of Trustees, acting in its sole discretion, has determined that those expenses attributable to the shares of a particular class ("CLASS EXPENSES") will be borne solely by the class to which they are attributable. For example, the asset-based distribution plan fees and the asset-based shareholder service fees of Class B shares are Class Expenses of Class B shares. Class Expenses also include the following as they each relate to a particular class of shares: (1) transfer agency fees; (2) expenses related to preparing, printing, mailing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders; (3) state and federal registration fees; (4) extraordinary expenses such as litigation expenses; (5) trustees' fees and expenses incurred as a result of issues relating solely to a particular class; (6) accounting, audit and tax expenses;
(7) the expenses of administrative personnel and services required to support the shareholders; and (8) fees and other payments made to entities performing services, including account maintenance, dividend, disbursing or subaccounting services or administration of a dividend reinvestment or systematic investment or withdrawal plan. However, to the extent that allocation of expenses to a particular share class is not practical or would not significantly differ from a pro-rata allocation, such expenses will be allocated as provided in Section 3.1.

SECTION III ALLOCATION OF TRUST INCOME AND EXPENSES

3.1 ALLOCATION OF INCOME AND EXPENSES. All income earned and expenses incurred by the Trust and not allocable to a particular share class are borne on a pro-rata basis by each outstanding share of each class based on the value of the net assets of the Trust attributable to that class as represented by the daily net asset value of shares of that class. On a daily basis, the total interest, dividends or other income accrued and common expenses incurred are multiplied by the ratio of the Fund's net assets attributable to each class to determine the income and expenses attributable to that class for the day. Expenses properly attributable to each class are

recorded separately and charged to that class, Net income for each class is then determined for the day and segregated on the Fund's general ledger. Because of the distribution fee and other Class Expenses borne by Class B shares, the net income attributable to and the dividends payable on Class B shares are anticipated to be lower (although it may be higher) than that of the Class A shares, Class D shares, or Class Y shares. Dividends, however, are declared and paid on all classes of shares on the same days and at the same times.

SECTION IV CONVERSIONS

4.1 CONVERSIONS. Class B shares contain a conversion feature. On the Conversion Date occurring after the 85th month of the issuance of a share of Class B shares for purchases before February 28, 2003, and the 97th month of issuance for purchases on or after February 28, 2003, the share automatically converts into a Class A share on the basis of the relative net asset values of the two Classes, without the imposition of any sales charge, fee, or other charge upon the conversion. After conversion, the converted shares are not subject to any Class B distribution plan fees or CDSC.

All Class B shares in a shareholder's account that are purchased through the reinvestment of dividends and other distributions paid with respect to Class B shares (and which have not converted to Class A shares) are considered to be held in a separate subaccount. Each time any Class B shares in the shareholder's account are converted to Class A shares, a pro-rata portion of the Class B shares then in the subaccount are also converted to Class A shares. The portion converting is determined by the ratio that the shareholder's Class B shares converting to Class A shares bears to the shareholder's total Class B shares not acquired through dividends and distributions.

SECTION V REDEMPTIONS

5.1 REDEMPTIONS. Redemption requests placed by investors holding shares of Class B as well as either Class A, Class D, or Class Y are satisfied first by redeeming the holder's Class A, Class D, or Class Y shares, unless the holder has made a specific election to redeem Class B shares. Class B shares will be redeemed with the most aged shares being redeemed first.

SECTION VI AMENDMENTS

6.1 AMENDMENTS. This Plan may not be amended to change any material provision unless such amendment is approved by the vote of the majority of the Board of Trustees, including a majority of the Trustees who are not interested persons of the Trust, based on their finding that the amendment is in the best interests of each class individually and the Trust as a whole.

SECTION VII RECORDKEEPING

7.1 RECORDKEEPING. The Trust shall preserve copies of this Plan and any related agreements for a period of not less than six years from the date of this Plan or agreement, the first two years in an easily accessible place.

IN WITNESS WHEREOF, the Trust has executed this Amended Plan for Multiple Classes of Shares on the day and year set forth below.

Dated: December 4, 2006

MEMBERS MUTUAL FUNDS

                                        By: /s/ David P. Marks
                                            ------------------------------------
                                            David P. Marks, President


Attest:


/s/ Diane M. Fisher
-------------------------------------

Exhibit (p)(1)

MEMBERS CAPITAL ADVISORS, INC.,
MEMBERS MUTUAL FUNDS, AND THE
ULTRA SERIES FUNDS
CODE OF ETHICS AND STATEMENT ON INSIDER TRADING
(AS AMENDED AUGUST 30, 2006)

I. DEFINITIONS

A. FIRM OR MCA. The term "Firm" or "MCA" shall mean MEMBERS Capital Advisors, Inc.

B. TRUST. The term "Trust" shall mean the Declaration of Trust of MEMBERS Mutual Funds and the Declaration of Trust of the Ultra Series Fund, including any series of shares of beneficial interest of the Trust (each, a "Fund").

C. CUNA MUTUAL GROUP. The term CUNA Mutual Group means CUNA Mutual Life Insurance Co., CUNA Mutual Insurance Society, and their affiliates.

D. EMPLOYEE. The term "Employee" shall include any person employed by the MCA, whether on a full or part-time basis and all officers and directors of MCA.

E. ACCESS PERSON. The term "Access Person" shall have the meaning set forth in Section 17j-1(a)(1) of the Investment Company Act of 1940 and rules thereunder (the "Act") and Section 204A-1(e)(1) of the Investment Advisers Act of 1940 (the "Advisers Act"). Accordingly, Access Person means any director, officer, general partner, or Advisory Person (as defined below) of the Fund or MCA.

F. ADVISORY PERSON. The term "Advisory Person" shall have the meaning set forth in Section 17j-1(a)(2) of the Act. Accordingly, Advisory Person means any Employee of MCA, who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities (as defined below) by a Client (as defined below), or whose functions relate to the making of any recommendations with respect to purchases and sales.

G. NON-INTERESTED DIRECTOR. The term "Non-interested director" means a Fund director who is not affiliated with MCA, is not an officer of the Trust or five percent shareholder of any Fund, and is not otherwise an "interested person" of the Trust as defined in the Section 2(a)(19) of the Act or the rules thereunder.

H. PERSONS SUBJECT TO THIS CODE. Each Employee is subject to this Code. In addition, the Chief Compliance Officer of MCA shall identify other persons employed by CUNA Mutual Group that may as a part of his or her regular functions or duties be defined as an Access Person or an Advisory Person. Such persons will be notified by the Chief Compliance Officer of MCA of their obligations and duties under this Code.

I. COVERED SECURITY. The term "Covered Security" shall have the meaning set forth in Section 2(a)(36) of the Act(1), including any right to acquire such security, except that it shall not include securities which are direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase agreements), and shares issued by open-end investment companies other than Reportable Funds (defined below).

J. REPORTABLE FUND. The term "Reportable Fund" shall have the meaning set forth in Section 204A-1(e)(9) of the Advisers Act. Reportable Fund means any investment company registered under the Act that is advised or sub-advised or distributed by the Firm or any affiliated company(2). Reportable Funds include, for example, interests in the MEMBERS Mutual Funds and Ultra Series Funds through 401K group annuity and variable annuities.

K. LIMITED OFFERING. "Limited offering" means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rules 504, 505, or 506 under such Act. Limited offerings are also known as private placements.

L. AUTOMATIC INVESTMENT PLAN. The term "automatic investment plan" means a program in which regular periodic purchases or withdrawals are made automatically in, or from, investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

(2) Reportable Funds that are money market funds are not subject to the Code's reporting requirements or holding periods (see Section II.D - Procedures to Implement Trading Restrictions and Reporting Obligations).

M. BENEFICIAL INTEREST OR OWNERSHIP. The term "beneficial interest or ownership" shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and rules thereunder, which includes any interest in which a person, directly or indirectly, has or shares a direct or indirect pecuniary interest. A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction. Each person will be assumed to have a pecuniary interest, and therefore, beneficial interest or ownership, in all securities held by that person, that person's spouse, all members of that person's immediate family and adults sharing the same household with that person (other than mere roommates) and all minor children of that person and in all accounts subject to their direct or indirect influence or control and/or through which they obtain the substantial equivalent of ownership, such as trusts in which they are a trustee or beneficiary, partnerships in which they are the general partner, corporations in which they are a controlling shareholder or any other similar arrangement. Any questions an Employee may have about whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to the Firm's Legal Counsel or Chief Compliance Officer. Examples of beneficial interest or ownership are attached as Appendix A.

N. CLIENT. The term "Client" shall mean any client of MCA, including any Fund.

O. CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer is the designated Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act.

II. CODE OF ETHICS

A. GENERAL STATEMENT

MCA seeks to foster a reputation for integrity and professionalism. Our reputation is a vital business asset. The confidence and trust placed in us by investors in mutual funds and clients with accounts advised by the Firm is something that is highly valued and must be protected. The Firm owes a fiduciary duty to its advisory clients, and the fundamental principle of the Firm is that at all times the interests of its Clients come first.

The Investment Company Act and rules make it illegal for any person covered by the Code, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by the Trust to:

1. employ any device, scheme, or artifice to defraud the Trust;

2. make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of circumstances under which they are made, not misleading or in any way mislead the Trust regarding a material fact;

3. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust; or

4. engage in any manipulative practice with respect to the Trust.

The restrictions on personal securities transactions contained in this Code are intended to help the Firm monitor for compliance with these prohibitions.

Additionally, the federal securities laws require that an investment adviser maintain a record of every transaction in any Covered Security and Reportable Fund in which an Access Person acquires any direct or indirect beneficial interest or ownership, except any transaction in an account in which the Access Person has no direct or indirect control or influence.

To attempt to ensure that each Person Subject to this Code satisfies this Code and these record keeping obligations, the Firm has developed the following rules relating to personal securities trading, outside employment, personal investments with external investment managers and confidentiality.

The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However, the Firm expects that waivers will be granted only in rare instances and some provisions of the Code that are mandated by the Act or the Advisers Act cannot be waived.

The Firm expects all Access Persons to comply with the spirit of the Code as well as the specific rules contained in the Code.

Any violations of the Code must be reported promptly to the Firm's Chief Compliance Officer.

B. COMPLIANCE WITH FEDERAL SECURITIES LAWS

More generally, Employees and Access Persons are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include:

1. the Securities Act of 1933, Securities Exchange Act of 1934, Sarbanes-Oxley Act of 2002 and SEC rules thereunder;

2. the Investment Advisers Act of 1940 and SEC rules thereunder;

3. the Investment Company Act of 1940 and SEC rules thereunder;

4. Title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of client nonpublic information); and,

5. the Bank Secrecy Act, as it applies to mutual funds and investment advisers, and SEC and Department of the Treasury rules thereunder.

C. RESTRICTIONS ON TRADING

No trading activity by an Access Person in any security in which an Access Person has any beneficial interest or ownership which is also the subject of a Client portfolio purchase or sale shall disadvantage or appear to disadvantage such Client transaction. Further, the following specific restrictions apply to all trading activity for Advisory Persons:

1. Any transaction in a security in anticipation of client orders "frontrunning") is prohibited;

2. Any transaction in a security which the Advisory Person knows or has reason to believe is being purchased or sold or considered for purchase or sale by any Client advised by the Firm is prohibited until the transaction has been completed or consideration of such transaction has been abandoned;

3. Any transaction in a security within five business days after any Client advised by the Firm has traded in that security is prohibited;

4. Any profits realized from the purchase and sale, or sale and purchase, of the same security within sixty (60) calendar days is prohibited(3), however, the Chief Compliance Officer of MCA may waive these requirements in his or her discretion in the event of extraordinary circumstance;

5. Any transaction involving options, single stock futures, or other derivatives relating to any security which are held by any investment company advised by the Firm that appears to evade the restrictions of the Code is prohibited;and,

6. Any acquisition of an equity security in an initial public offering is prohibited.

Additionally, no Employee of the Firm shall knowingly sell to or purchase from the Funds or the Trust any security or other property except, in the case of the Funds, securities issued by the Funds.

D. PERSONAL INVESTMENTS WITH EXTERNAL MONEY MANAGERS.

All investments in which an Advisory Person has any beneficial interest or ownership placed with external investment managers (including interests in limited partnerships or trust vehicles, managed accounts, variable annuities or foreign entities) or in any account in which an Advisory Person has discretion must be approved in writing by the Chief Compliance Officer, or person to whom she may delegate, prior to the commitment of initial capital.

Additionally, "Investment Personnel" must obtain approval prior to investing or acquiring a beneficial ownership interest in a Limited Offering, whether directly or indirectly. "Investment Personnel" is defined in Section 17j-1(a)(7) of the Act and shall be deemed to include any officer of MCA, any person who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities; any portfolio manager; or any research analyst. A "Limited Offering" is generally defined as a private placement and can include interests in real estate or oil and gas limited partnership interests and other privately placed securities and funds. The Investment Personnel must
(i) provide notice in writing to the Chief Compliance Officer prior to acquiring ownership, and (ii) obtain the written approval of the Chief Compliance Officer, or person to whom she may delegate, prior to acquiring ownership. The Compliance Department shall maintain a copy of such approval and reasons supporting the approval as provided under
Section IV of this Code.

The Compliance Department will maintain a list of investment managers used by MCA and a list of investment managers used by Advisory Persons.

If an Advisory Person has been notified that an investment manager is used by MCA, an Advisory Person must notify the Compliance Department and the Head of the Alternative Investments of any material withdrawal of their investment with such investment manager at least two working days prior to an Advisory Person submitting any notice of such withdrawal. To avoid a conflict of interest or the appearance of any conflict, an Advisory Person should also note the reason for the withdrawal if it relates to the investment manager's performance, organization or perceived ability to execute their trading strategy.

E. PROCEDURES TO IMPLEMENT TRADING RESTRICTIONS AND REPORTING OBLIGATIONS.

1. PRIOR APPROVAL OF PURCHASES AND SALES BY ADVISORY PERSONS. No Advisory Person shall purchase or sell, directly or indirectly, any Covered Security, with the exception of Reportable Funds, in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership without the prior approval of the Chief Compliance Officer of MCA, or other person to whom he or she may

delegate. The Chief Compliance Officer or delegate may condition such approval as he or she deems advisable. Unless otherwise determined by the Chief Compliance Officer or delegate, all approvals expire at the end of the business day following the date of approval.

Such prior approval will be automatically revoked if the Advisory Person discovers that the information provided at the time the proposed transaction was approved is no longer accurate.

Non-interested Directors are exempt from the requirements of this Section E. 1.

2. REPORTABLE FUND TRANSACTIONS. Reportable Fund transactions effected pursuant to an automatic investment plan, or in any account over which the Access Person has no direct or indirect influence or control, do not need to be reported. Changes in allocations of funds connected to an automatic investment plan are considered volitional transactions and need to be reported.

3. MONITORING OF TRADES. All transactions in Covered Securities are to be reported to the Compliance Department via confirmation transaction statements from the Advisory Person's bank or brokerage firm. The Compliance Department will maintain copies of all such transaction reports.

4. CANCELLATION OF TRADES. Any transaction for an account of an Access Person is subject to cancellation or reversal if it is determined by the Chief Compliance Officer that the transaction is or was in conflict with or appeared to be in conflict with any Client transaction or any of the trading restrictions of this Code. Cancellations or reversals of transactions may be required after an extended period past the settlement date.

Client transactions include transactions for any investment company managed by the Firm, any other advisory clients or any other accounts managed or advised by Employees of the Firm for a fee. The determination that a transaction of an Access Person may conflict with a Client transaction will be subjective and individualized and may include questions about timely and adequate dissemination of information, availability of bids and offers, as well as many other factors deemed pertinent for that transaction or series of transactions. It is possible that a cancellation or reversal of a transaction could be costly to an Access Person or his/her family. Therefore, great care is required to adhere to the Firm's trading restrictions and avoid conflicts or the appearance of conflicts.

5. REPORTING SECURITIES TRANSACTIONS. Because the obligations of an investment adviser to maintain records of Employee's personal securities transactions is broader than the type of transactions discussed above in this Section, all Access Persons have the following additional reporting obligations. This report must be submitted within thirty (30) days after the end of each calendar quarter and include: the title and exchange ticker symbol or CUSIP number, price, number of shares and principal amount of each Covered Security involved, the date and nature of the transaction (i.e. buy/sell), the name of the broker or bank used, if any, interest rate and maturity, if applicable, and the date on which the report is submitted.

Non-interested Directors must report a personal securities transaction only if such Director, at the time of the transaction, knew that during the during the 15-day period immediately preceding or subsequent to the date of the transaction by the Director, such security was purchased or sold by a Fund or was being considered for purchase or sale by the Fund. Non-interested Directors must report securities transactions meeting these requirements within thirty (30) days after the end of each calendar quarter.

6. INITIAL AND ANNUAL REPORTING REQUIREMENTS. Each Access Person shall initially disclose in writing to the Compliance Department within ten (10) business days of becoming an Access Person, and annually thereafter within forty-five
(45) business days after each calendar year-end, the title and exchange ticker or CUSIP number, type of security, number of shares and principal amount of all Covered Securities and Reportable Funds beneficially owned by such Access Person, and the date the Access Person submits the report, as of the date of becoming a Access Person or as of the preceding December 31 for annual reporting and the name of the broker or bank with whom the Access Person maintains an account in which he or she has beneficial ownership of ANY security.

An Access Person need not make an Initial or Annual Report for Covered Securities held in any account over which the Employee has no direct or indirect influence or control.

Non-interested Directors who would need to make an initial or annual holdings report due solely by reason of being a Fund director need not make initial or annual holdings report.

F. CONFIDENTIALITY & OBLIGATIONS OF EMPLOYEES

During the period of employment with the Firm an Employee will have access to certain "confidential information" concerning the Firm and its Clients. This

information is a valuable asset and the sole property of the Firm and may not be misappropriated and used outside of the Firm by an Employee or former Employee. "Confidential Information", defined as all information not publicly available about the business of the Firm, may include, but is not limited to, Client and prospect names and records, research, trading and portfolio information and systems, information concerning externally managed entities or accounts which have been considered or made on behalf of fee paying clients, and the financial records of the Firm and/or its Employees. In order to protect the interests of the Firm, an Employee or ex-Employee shall not, without the express written consent of the Firm's President, disclose directly or indirectly confidential information to anyone outside of the Firm. An Employee should be extremely careful to avoid inadvertent disclosures and to exercise maximum effort to keep confidential information confidential. Any questions concerning the confidentiality of information should be directed to the Chief Compliance Officer or the Legal Counsel. An abuse of the Firm's policy of confidentiality could subject an Employee to immediate disciplinary action that may include dismissal from the Firm.

G. OUTSIDE EMPLOYMENT, ASSOCIATIONS AND BUSINESS ACTIVITIES

1. OUTSIDE EMPLOYMENT AND ASSOCIATIONS. It is MCA's policy not to permit Advisory Persons to hold outside positions of authority, including that of being an officer, partner, director or employee of another business entity (except in the case of entities managed by the Firm or not-for-profit organizations). Any exception to this policy must be approved in writing by the Firm's President (or other person as he may delegate) and a copy of such approval shall be provided by the Advisory Person to the Chief Compliance Officer. Under no circumstance may an Advisory Person represent or suggest that MCA has approved or recommended the business activities of the outside organization or any person associated with it.

2. OUTSIDE BUSINESS ACTIVITIES. To further avoid actual or potential conflicts of interest and to maintain impartial investment advice, and equally important, the appearance of impartial investment advice, each Advisory Person must disclose in writing to the Chief Compliance Officer any special relationships and/or investments or business activities that they or their families have which could influence the investment activities of the Firm. If an Employee has any questions about any activities and the need for disclosure, the Employee should be cautious and direct any questions to the Firm's Chief Compliance Officer.

H. GIFTS

It is MCA's policy to prohibit Employees from accepting any gift or any other thing of more than de minimis value from any person or entity that does business

with or on behalf of any Fund or MCA. No gifts from such a person or entity may be received at an Employee's residence.

I. CERTIFICATION OF COMPLIANCE BY ACCESS PERSONS.

MCA shall distribute the Code to each Employee upon inception of employment and whenever the Code is amended, but no less frequently than annually. Each Access Person is required to certify in writing annually that (i) he or she has read and understands the Code, (ii) recognizes that he or she is subject to the Code, and (iii) he or she has disclosed or reported all Personal Securities Transactions required to be disclosed or reported under the Code.

Each Access Person who has not engaged in any personal securities transactions during the preceding year for which a report was required to be filed pursuant to the Code shall include a certification to that effect in his or her annual certification.

J. ANNUAL REPORT TO THE TRUST'S BOARD OF TRUSTEES.

The Chief Compliance Officer shall prepare an annual report to the board of trustees of the Trust that:

1. summarizes existing procedures concerning personal investing and any changes in those procedures during the past year;

2. describes issues that arose during the previous year under the Code or procedures concerning personal investing, including but not limited to information about material violations of the Code and sanctions imposed;

3. certifies to the board that the Trust has adopted procedures reasonably necessary to prevent its Employees and Access Persons from violating the Code; and

4. identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

III. POLICY STATEMENT ON INSIDER TRADING

A. BACKGROUND

Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission (SEC) can recover the profits gained or losses avoided through the violative trading, obtain a penalty of up to three times the illicit windfall and issue an order permanently barring you

from the securities industry. Finally, an Employee may be sued by investors seeking to recover damages for insider trading violations.

Regardless of whether a government inquiry occurs, MCA views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, including dismissal. The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. Any questions relating to the Policy Statement should be directed to the Legal Counsel or the Chief Compliance Officer.

Legal Counsel or the Chief Compliance Officer must be informed immediately if an Access Person has any reason to believe that a violation of the Policy Statement has occurred or is about to occur.

B. POLICY STATEMENT ON INSIDER TRADING

No person to whom this Policy Statement applies may trade, either personally or on behalf of others (such as Clients), while in possession of material, nonpublic information; nor may such persons communicate material, nonpublic information to others in violation of the law. This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handling by all Access Persons (including their spouses, minor children and adult members of their households).

The section below reviews principles important to this Policy Statement.

1. WHAT IS MATERIAL INFORMATION?

Information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information whose disclosure will have a substantial effect on the price of a company's securities. No simple "bright line" test exists to determine when information is material; assessments of materiality involve a highly fact specific inquiry. For this reason, Access Persons should direct any questions about whether information is material to Legal Counsel or the Chief Compliance Officer. Material information often relates to a company's results and operations including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments.

Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly,

prepublication information regarding reports in the financial press also may be deemed material.

2. WHAT IS NONPUBLIC INFORMATION?

Information is "nonpublic" until it has been disseminated broadly to investors in the marketplace.

Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones "tape" or the WALL STREET JOURNAL or some other publication of general circulation and after sufficient time has passed so that the information has been disseminated widely.

3. IDENTIFYING INSIDE INFORMATION

Before an Access Person executes any trade for him- or herself or others, including Clients, the Access Person must determine whether he or she has access to material, nonpublic information. If the Access Person thinks that he or she might have access to material, nonpublic information, he or she should take the following steps:

i. Immediately alert the Trader to restrict trading in the security by placing the security on the restricted list maintained by the Trader. No reason or explanation should be given to the Trader. In her absence, contact the Chief Compliance Officer.

ii. Report the information and proposed trade immediately to Legal Counsel or the Chief Compliance Officer.

iii. Do not purchase or sell the securities on behalf of him- or herself or others, including Clients.

iv. Do not communicate the information inside or outside MCA other than to the above individuals.

After the above individuals have reviewed the issue, the Firm will determine whether the information is material and nonpublic and, if so, what action the Firm should take.

4. CONTACTS WITH PUBLIC COMPANIES

For MCA, contacts with public companies represent an important part of our research efforts. MCA may make investment decisions on the basis of the Firm's conclusions formed through such contacts and analysis of publicly-available information. Difficult legal issues arise, however, when, in the course of these contacts, an Access Person becomes aware of

material, nonpublic information. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment as to its further conduct. To protect oneself, Clients and the Firm, an Access Person should contact Legal Counsel or the Chief Compliance Officer immediately if he or she believes that they may have received material, nonpublic information.

5. TENDER OFFERS

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company's securities.

Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and "tipping" while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Employees should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

C. PROCEDURES TO IMPLEMENT THE POLICY STATEMENT ON INSIDER TRADING

1. PERSONAL SECURITIES TRADING

The restrictions on Employee trading and procedures to implement those restrictions and the Firm's reporting obligations, which are set forth in Section II above, constitute the same procedures to implement this Policy Statement. Review those procedures carefully and direct any questions about their scope or applicability to the Chief Compliance Officer.

2. RESTRICTIONS ON DISCLOSURES

MCA Employees shall not disclose any nonpublic information (whether or not it is material) relating to MCA or its securities transactions to any person outside the Firm (unless such disclosure has been authorized by the Chief Compliance Officer). Material, nonpublic information may not be communicated to anyone, including persons within MCA, except as provided in
Section III(B)(3) above. Such information must be secured. For example, access to files containing material, nonpublic information and computer files containing such information should be restricted, and conversations containing such information, if appropriate at all, should be conducted in private.

IV. RETENTION OF RECORDS

The Chief Compliance Officer, or other person as she may designate, will maintain the records listed below for a period of five years. Such records shall be maintained at the Firm's principal place of business in an easily accessible place:

1. a list of all persons subject to the Code during that period;

2. receipts signed by all persons subject to the Code acknowledging receipt of copies of the Code and acknowledging that they are subject to it;

3. a copy of each Code of Ethics that has been in effect at any time during the period;

4. a copy of each report filed pursuant to the Code and a record of any known violations and actions taken as a result thereof during the period as well as a record of all persons responsible for reviewing these reports.

ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS AND
STATEMENT ON
INSIDER TRADING
FOR ACCESS PERSONS

CODE OF ETHICS. MEMBERS Capital Advisors, Inc. ("MCA"), the Declaration of Trust of MEMBERS Mutual Funds and the Declaration of Trust of the Ultra Series Fund, including any series of shares of beneficial interest of the Trust (each, a "Fund") have adopted a written Code of Ethics and Statement on Insider Trading (the "Code") to avoid potential conflicts of interest by MCA personnel and to govern the use and handling of material non-public information. A copy of the Code is attached to this acknowledgement. As a condition of your continued employment with MCA and/or the retention of your position, if any, as an officer of the Trust, you are required to read, understand and abide by the Code.

COMPLIANCE PROGRAM. The Code requires that all personnel furnish to the Chief Compliance Officer information regarding any investment account in which you have a "beneficial interest." You are also required to furnish to the Chief Compliance Officer copies of documents showing all purchases or sales of securities in any such account, or which are effected by you or for your benefit, or the benefit of any member of your household. Additionally, you are required to furnish a report of your personal securities holdings within ten days of commencement of your employment with MCA and annually thereafter. These requirements apply to any investment account, such as an account at a brokerage house, trust account at a bank, custodial account or similar types of accounts. This compliance program also requires that you report any contact with any securities issuer, government or its personnel, or others that, in the usual course of business, might involve material nonpublic financial information. The Code requires that you bring to the attention of Legal Counsel or the Chief Compliance Officer any information you receive from any source which might be material nonpublic information.

Any questions concerning the Code should be directed to the Chief Compliance Officer.

I affirm that I have read and understand the Code. I agree to the terms and conditions set forth in the Code.

-------------------------------------   -------------------------
Signature                               Date

ACKNOWLEDGEMENT OF RECEIPT OF
CODE OF ETHICS AND STATEMENT ON INSIDER TRADING
FOR NON-INTERESTED DIRECTORS

MEMEBERS Capital Advisors, Inc. (MCA), the Declaration of Trust of the MEMBERS Mutual Funds, and the Declaration of Trust of the Ultra Series Funds, including any series of shares of beneficial interest of the Trust (each, a "Fund") has adopted a written Code of Ethics (the "Code") to avoid any conflicts of interest. A copy of the Code is attached to this acknowledgement. As a condition of the retention of your position as a Fund Director, you are required to read, understand, and abide by this Code.

Any questions concerning the Code should be directed to the Chief Compliance Officer of the Funds.

I affirm that I have read and understand the Code. I agree to the terms and conditions set forth in the Code.

-------------------------------------   -------------------------
Signature                               Date

ANNUAL AFFIRMATION OF COMPLIANCE
FOR ACCESS PERSONS

I affirm that:

1. I have again read and, during the past year to the best of my knowledge, have complied with the Code of Ethics and Statement of Insider Trading (the "Code").

2. I have provided to the Chief Compliance Officer the names and addresses of each investment account that I have with any firm, including, but not limited to, broker-dealers, banks and others. (List of known accounts attached.)

3. I have provided to the Chief Compliance Officer copies of reports showing each and every transaction in any security in which I have a beneficial interest, as defined in the Code, during the most recently ended calendar year or during the most recent calendar year there were no transactions in any security in which I had a beneficial interest required to be reported pursuant to the Code.

4. I have provided to the Chief Compliance Officer a report of my personal securities holdings as of the end of the most recent calendar year, including all required information for each security in which I have any direct or indirect beneficial ownership.

-------------------------------------   ------------------------
Signature                               Date

APPENDIX A
EXAMPLES OF BENEFICIAL INTEREST

For purposes of the Code, you will be deemed to have a beneficial interest in a security if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Examples of beneficial ownership under this definition include:

- securities you own, no matter how they are registered, and including securities held for you by others (for example, by a custodian or broker, or by a relative, executor or administrator) or that you have pledged to another (as security for a loan, for example);

- securities held by a trust of which you are a beneficiary (except that, if your interest is a remainder interest and you do not have or participate in investment control of trust assets, you will not be deemed to have a beneficial interest in securities held by the trust);

- securities held by you as trustee or co-trustee, where either you or any member of your immediate family (i.e., spouse, children or descendants, stepchildren, parents and their ancestors, and stepparents, in each case treating a legal adoption as blood relationship) has a beneficial interest (using these rules) in the trust;

- securities held by a trust of which you are the settlor, if you have the power to revoke the trust without obtaining the consent of all the beneficiaries and have or participate in investment control;

- securities held by any partnership in which you are a general partner, to the extent of your interest in partnership capital or profits;

- securities held by a personal holding company controlled by you alone or jointly with others;

- securities held by (i) your spouse, unless legally separated, or you and your spouse jointly, or (ii) your minor children or any immediate family member of you or your spouse (including an adult relative), directly or through a trust, who is sharing your home, even if the securities were not received from you and the income from the securities is not actually used for the maintenance of your household; or

- securities you have the right to acquire (for example, through the exercise of a derivative security), even if the right is not presently exercisable, or securities as to which, through any other type of arrangement, you obtain benefits substantially equivalent to those of ownership.

You will NOT be deemed to have beneficial ownership of securities in the following situations:

- securities held by a limited partnership in which you do not have a controlling interest and do not have or share investment control over the partnership's portfolio; and

- securities held by a foundation of which you are a trustee and donor, provided that the beneficiaries are exclusively charitable and you have no right to revoke the gift.

These examples are not exclusive. There are other circumstances in which you may be deemed to have a beneficial interest in a security. Any questions about whether you have a beneficial interest should be directed to Legal Counsel or Chief Compliance Officer.

Exhibit (p)(4)

CODE OF ETHICS AND PERSONAL INVESTMENT POLICY

FOR

LAZARD ASSET MANAGEMENT LLC
LAZARD ASSET MANAGEMENT SECURITIES LLC
LAZARD ASSET MANAGEMENT (CANADA) INC.
LAZARD ALTERNATIVES LLC

AND

CERTAIN REGISTERED INVESTMENT COMPANIES

Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada) Inc., Lazard Alternatives LLC (collectively "LAM"), and those U.S.-registered investment companies advised or managed by LAM that have adopted this policy ("Funds"), have adopted this policy in order to accomplish two primary goals: first, to minimize conflicts and potential conflicts of interest between LAM employees and LAM's clients (including the Funds and shareholders of the Funds), and between Fund directors or trustees ("Directors") and their Funds, and second, to provide policies and procedures consistent with applicable law, including Rule 204-2 under the Investment Advisers Act of 1940 (the "Advisers Act") and Rule 17j-1 under the Investment Company Act of 1940 ("1940 Act"), to prevent fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by client accounts. In addition, it is LAM's policy that LAM employees should not be engaging in short-term investing, including so-called market timing of any mutual funds, whether or not managed by LAM. This Policy therefore prohibits certain short-term trading activity by LAM employees.

ALL EMPLOYEES OF LAM, INCLUDING EMPLOYEES WHO SERVE AS FUND OFFICERS OR DIRECTORS, ARE "COVERED PERSONS" UNDER THIS POLICY AND ARE REQUIRED TO COMPLY WITH ALL APPLICABLE FEDERAL SECURITIES LAWS. Additionally, all Directors are subject to this policy as indicated below.

A. STATEMENT OF PRINCIPLES. All Covered Persons owe a fiduciary duty to LAM's clients when conducting their personal investment transactions. Covered Persons must place the interest of clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the clients. All Directors owe a fiduciary duty to each Fund of which they are a director and to that Fund's shareholders when conducting their personal investment transactions. At all times and in all matters Directors shall place the interests of their Funds before their personal interests. The fundamental standard to be followed in personal securities transactions is that Covered Persons and Directors may not take inappropriate advantage of their positions.

Covered Persons are reminded that they also are subject to other policies of LAM, including policies on insider trading, and the receipt of gifts and service as a director of a publicly traded company. Covered Persons must never trade in a security while in possession of material,

1 February 2006

non-public information about the issuer or the market for those securities, even if the Covered Person has satisfied all other requirements of this policy.

LAM's Chief Executive Officer has appointed the Chief Compliance Officer as the person who shall be responsible for the implementation of this Code of Ethics and Personal Investment Policy and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below. The Chief Compliance Officer may delegate this function to others in the Legal / Compliance Department, and shall promptly report to LAM's General Counsel or the Chief Executive Officer all material violations of, or deviations from, this policy.

B. PERSONAL SECURITIES ACCOUNTS.

For purposes of this Policy, "PERSONAL SECURITIES ACCOUNTS" INCLUDE:

1. Any account in or through which securities (including open end mutual funds) can be purchased or sold, which includes, but is not limited to, a brokerage account, 401k account, or variable annuity or variable life insurance policy;

2. Accounts in the Covered Person's or Director's name or accounts in which the Covered Person or Director has a direct or indirect beneficial interest (a definition of Beneficial Ownership is included in Exhibit A);

3. Accounts in the name of the Covered Person's or Director's spouse;

4. Accounts in the name of children under the age of 18, whether or not living with the Covered Person or Director, and accounts in the name of relatives or other individuals living with the Covered Person or Director or for whose support the Covered Person or Director is wholly or partially responsible (together with the Covered Person's or Director's spouse and minor children, "Related Persons"); (1)

5. Accounts in which the Covered Person or Director or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions.

For purposes of this Policy, PERSONAL SECURITIES ACCOUNTS DO NOT INCLUDE:

1. Estate or trust accounts in which a Covered Person, Director, or Related Person has a beneficial interest, but no power to affect investment decisions. There must be no communication between the account(s) and the Covered Person, Director or Related Person with regard to investment decisions prior to execution;

2. Fully discretionary accounts managed by LAM or another registered investment adviser are permitted if, (i) for Covered Persons and Related Persons, the Covered Persons receives permission from the Legal / Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser to the account and such person with regard to investment decisions prior to execution. Covered Persons with managed accounts must designate that copies of trade confirmations and monthly statements be sent to the Legal / Compliance Department;

2 February 2006

3. Direct investment programs, which allow the purchase of securities directly from the issuer without the intermediation of a broker/dealer, provided that the timing and size of the purchases are established by a pre-arranged, regularized schedule (e.g., dividend reinvestment plans). Covered Persons must pre-clear the transaction at the time that the dividend reinvestment plan is being set up. Covered Persons also must provide documentation of these arrangements and direct periodic (monthly or quarterly) statements to the Legal / Compliance Department;

4. 401k and similar retirement accounts that permit the participant to change their investments no more frequently than once per quarter. Such accounts that allow participants to trade more frequently (such as, for example, an "Individually Directed Account"), are Personal Securities Accounts for purposes of this Code.

5. Other accounts over which the Covered Person or Director has no direct or indirect influence or control;

6. Qualified state tuition programs (also known as "529 Programs") where investment options and frequency of transactions are limited by state or federal laws.

C. OPENING AND MAINTAINING EMPLOYEE ACCOUNTS. All Covered Persons and their Related Persons must maintain their Personal Securities Accounts at Lazard Capital Markets LLC ("LCM"). If your account is a mutual fund only account, you do not need to maintain it at LCM. Additionally, if LCM does not offer a particular investment product or service, or for Related Persons who, by reason of their employment, are required to conduct their securities transactions in a manner inconsistent with this policy, or in other exceptional circumstances, Covered Persons may submit a request for exemption to the Legal / Compliance Department. For any Personal Securities Account not maintained at LCM Covered Persons and their Related Persons must arrange to have duplicate copies of trade confirmations and statements provided to the Legal and Compliance Department at the following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30 Rockefeller Plaza, 59th Floor, New York, NY 10112. All other provisions of this policy will continue to apply to any Personal Securities Account not maintained at LCM.

D. SECURITIES.

For purposes of this Policy, "SECURITY" INCLUDES, in general, any interest or instrument commonly known as a security including the following:

1. stocks

2. bonds

3. shares of open and closed-end funds (including exchange-traded funds) and unit investment trusts

4. hedge funds

5. private equity funds

6. limited partnerships

7. private placements or unlisted securities

8. debentures, and other evidences of indebtedness, including senior debt, subordinated debt

9. investment, commodity or futures contracts

10. all derivative instruments such as options, warrants and indexed instruments

3 February 2006

"SECURITY" also includes securities that are "related" to a security being purchased or sold by a LAM client. A "RELATED SECURITY" is one whose value is derived from the value of another security (e.g., a warrant, option, or an indexed instrument).

For purposes of this Policy, SECURITY DOES NOT INCLUDE:

1. money market mutual funds

2. U.S. Treasury obligations

3. mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government

4. bankers' acceptances

5. bank certificates of deposit

6. commercial paper

7. high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody's), including repurchase agreements.

E. RESTRICTIONS. The following restrictions apply to trading for Personal Securities Accounts of Covered Persons and Related Persons:

1. CONFLICTS WITH CLIENT ACTIVITY. No security, excluding open end mutual funds, may be purchased or sold in any Personal Securities Account seven (7) calendar days before or after a LAM client account trades in the same security.

2. 60 DAY HOLDING PERIOD. Securities transactions, including transactions in mutual funds other than money-market mutual funds, must be for investment purposes rather than for speculation. Consequently, Covered Persons or their Related Persons may not profit from the purchase and sale, or sale and purchase, of the same or equivalent securities within sixty (60) calendar days (i.e., the security may be purchased or sold on the 61st day), calculated on a First In, First Out (FIFO) basis. All profits from short-term trades are subject to disgorgement. However, with the prior written approval of the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department, and only in the case of hardship, or other rare and/or unusual circumstances, a Covered Person or a Related Person may execute a short-term trade that results in a loss or in break-even status.

Notwithstanding the above, the 60-day holding period will not apply (although the obligation to pre-clear trades will apply) to shares of exchange traded funds, options on exchange traded funds and open-end mutual funds that seek to track the performance of U.S. broad-based large-capitalization indices (i.e., the QQQ or an S&P 500 Index fund). Nevertheless, short-term trading in shares of these funds is discouraged. If a pattern of frequent trading is detected, the Legal / Compliance Department may reject any order to buy or sell these shares.

3. INITIAL PUBLIC OFFERINGS (IPOS). No transaction for a Personal Securities Account may be made in securities offered pursuant to an initial public offering.

4. PRIVATE PLACEMENTS. Securities offered pursuant to a private placement (e.g., hedge funds, private equity funds or any other pooled investment vehicle the interests or shares of which are offered in a private placement) may not be purchased or sold by a Covered Person

4 February 2006

without the prior approval of LAM's Chief Executive Officer and the Chief Compliance Officer; however, purchases or sales of Lazard sponsored hedge funds do not require such approval. The Alternative Investments Operations Department instead provides the Legal / Compliance Department on at least a quarterly basis with a report for their review of all Covered Persons' investments in Lazard sponsored hedge funds. In connection with any decision to approve such a private placement, the Legal / Compliance Department will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest. Any Covered Person receiving approval to acquire securities in a private placement must disclose that investment when the Covered Person participates in a LAM client's subsequent consideration of an investment in such issuer and any decision by or made on behalf of the LAM client to invest in such issuer will be subject to an independent review by investment personnel of LAM with no personal interest in the issuer.

5. HEDGE FUNDS. Hedge funds are sold on a private placement basis and as noted above, with the exception of Lazard sponsored hedge funds, are subject to prior approval by LAM's Chief Executive Officer and Chief Compliance Officer. In considering whether or not to approve an investment in a hedge fund, the Chief Compliance Officer or his designee, will review a copy of the fund's offering memorandum, subscription documents and other governing documents ("Offering Documents") in order to ensure that the proposed investment is being made on the same terms generally available to all other investors in the hedge fund. The Chief Compliance Officer may grant exceptions to this general rule under certain circumstances. For example, such as when a family relationship exists between the Covered Person and the hedge fund manager.

Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal / Compliance Department will contact the Fund of Funds Group (the "Team") and identify the fund in which the Covered Person has requested permission to invest. The Team will advise the Legal / Compliance Department if the fund is on the Team's approved list or if the Team is otherwise interested in investing clients assets in the fund. If the fund is not on the Team's approved list and the Team is not interested in investing in the fund, the Chief Compliance Officer and the Chief Executive Officer will generally approve the Covered Person's investment, unless other considerations warrant disapproving the investment. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Legal / Compliance Department will determine whether the fund is subject to capacity constraints. If the fund is subject to capacity constraints, then the Covered Person's request will be denied and priority will be given to the Team to invest client assets in the fund. If the fund is not subject to capacity constraints, then the Covered Person will generally be permitted to invest along with the Team. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Covered Person's investment must be made generally on the same terms available to all investors as set forth in the fund's Offering Documents.

6. SPECULATIVE TRADING. Absent approval from the appropriate compliance personnel, Covered Persons are prohibited from engaging in the trading of options or futures and from engaging in speculative trading, as opposed to investment activity. The Covered Person must wait 60 days from the date of the opening transaction before effecting the closing transaction.

7. SHORT SALES. Covered Persons are prohibited from engaging in short sales of any security. However, provided the investment is otherwise permitted under this Policy and has

5 February 2006

received all necessary approvals, an investment in a hedge fund that engages in short selling is permitted.

8. INSIDE INFORMATION. No transaction may be made in violation of the Material Non-Public Information Policies and Procedures ("Inside Information") as outlined in Section 32 of the LAM Compliance Manual; and

9. DIRECTORSHIPS. Covered Persons may not serve on the board of directors of any corporation (other than a not-for-profit corporation or a related Lazard entity) without the prior approval of LAM's Chief Compliance Officer or General Counsel.

10. CONTROL OF ISSUER. Covered Persons and Related Persons may not acquire any security, directly or indirectly, for purposes of obtaining control of the issuer.

F. PROHIBITED RECOMMENDATIONS. No Covered Person shall recommend or execute any securities transaction for any client account, or, in the case of a Director, for the Director's Fund, without having disclosed, in writing, to the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department, any direct or indirect interest in such securities or issuers (including any such interest held by a Related Person). Prior written approval of such recommendation or execution also must be received from the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department. The interest in personal accounts could be in the form of:

1. Any direct or indirect beneficial ownership of any securities of such issuer;

2. Any contemplated transaction by the person in such securities;

3. Any position with such issuer or its affiliates; or

4. Any present or proposed business relationship between such issuer or its affiliates and the person or any party in which such person has a significant interest.

G. TRANSACTION APPROVAL PROCEDURES. All transactions by Covered Persons (including Related Persons) in Personal Securities Accounts must receive prior approval as described below. To pre-clear a transaction, Covered Persons must:

1. Electronically complete and "sign" a "New Equity Order", "New Bond Order" or "New Mutual Fund Order" trade ticket located in the Firm's Lotus-Notes e-mail application under the heading "Employee Trades."

2. The ticket is then automatically transmitted to the Legal / Compliance Department where it will be processed. If approved, the Legal / Compliance Department will route mutual fund orders directly to Securities Processing and will route equity and bond orders directly to the trading desk for execution, provided the employee selected the "Direct Execution" option when completing the equity or bond order ticket. For any account not maintained at LCM, the ticket will be returned to the employee.

Note: In completing an equity or bond order ticket, if the employee does not select the "Direct Execution" button, the ticket will be returned to her/him after Compliance approval for submission to the trading desk, or in the case of an account not maintained at LCM, to the Legal / Compliance Department to indicate that the trade will be executed. In

6 February 2006

such case, the trade must be submitted within 2 business days or it will expire and be null and void.

The Legal / Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. Certain factors such as time of day the order is submitted or length of time it takes a LAM portfolio manager to confirm there is no client activity, all play a role in the length of time it takes to preclear a transaction. Mutual Fund Orders that are not received by the Legal / Compliance Department by 2:00 p.m. on any business day will most likely not be processed until the next business day (i.e., the order will not receive that business days' net asset value for the relevant mutual fund).

H. ACKNOWLEDGMENT AND REPORTING.

1. INITIAL CERTIFICATION. Within 10 days of becoming a Covered Person or Director, such Covered Person or Director must submit to the Legal / Compliance Department an acknowledgement that they have received a copy of this policy, and that they have read and understood its provisions. See Exhibit B for the form of Acknowledgement.

2. INITIAL HOLDINGS REPORT. Within 10 days of becoming a Covered Person, all LAM personnel must submit to the Legal / Compliance Department a statement of all securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include
(i) the title, number of shares and principal amount of each security,
(ii) the name of any broker, dealer, insurance company, mutual fund or bank with whom the Covered Person maintained an account in which any securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person. The information provided in this statement must be current as of a date no more than 45 days prior to the Covered Person's date of employment at LAM. Such information should be provided on the form attached as Exhibit B.

3. QUARTERLY REPORT. Within 30 days after the end of each calendar quarter, provide information to the Legal / Compliance Department relating to securities transactions executed during the previous quarter for all securities accounts. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

Note: Covered Persons satisfy this requirement by holding their personal securities accounts at LCM.

4. ANNUAL REPORT. Each Covered Person shall submit an annual report to the Legal / Compliance Department showing as of a date no more than 45 days before the report is submitted (1) all holdings in securities in which the person had any direct or indirect beneficial ownership and
(2) the name of any broker, dealer, insurance company, mutual fund or bank with whom the person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person or Related Persons.

Note: Covered Persons satisfy this requirement by certifying annually that all transactions during the year were executed in Internal Accounts or Outside Accounts for which the Legal and Compliance Department receives confirmations and periodic statements.

7 February 2006

5. ANNUAL CERTIFICATION. All Covered Persons and Directors are required to certify annually that they have (i) read and understand this policy and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this policy and (iii) disclosed or reported all personal securities accounts and transactions required to be disclosed or reported pursuant to this Code of Ethics and Personal Investment Policy.

I. FUND DIRECTORS. A Director who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the 1940 Act, and who would be required to make reports solely by reason of being a Director, is required to make the quarterly transactions reports required by Section H (3.) as to any security if at the time of a transaction by the Director in that security, he/she knew, or in the ordinary course of fulfilling his/her official duties as a Fund Director, should have known that during the 15-day period immediately preceding or following the date of that transaction, that security was purchased or sold by that Director's Fund or was being considered for purchase or sale by that Director's Fund.

If a Director introduces a hedge fund to the Team, as previously defined in
Section E (5.), the Director is required to inform the Team whether the Director or an affiliated person of the Director has invested in the fund and the terms of such investment. If a Director decides to invest in a hedge fund that he knew or, in the ordinary course of fulfilling his responsibilities as a Director should have known that the hedge fund is held by or is being considered for purchase or sale by the Team, the Director is required, before making the investment, to disclose this to the Team and any different terms or rights that have been granted to the Director. If a Director learns, in the ordinary course of fulfilling his responsibilities as a Director, that the Team has invested in a fund in which the Director has an investment, the Director should advise the Chief Compliance Officer of such investment.

J. EXEMPTIONS.

1. Purchases or sales of securities which receive the prior approval of the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department, may be exempted from certain restrictions if such purchases or sales are determined to be unlikely to have any material negative economic impact on any client account managed or advised by LAM.

2. Section E (1.) (blackout period) shall not apply to any securities transaction, or series of related transactions, involving up to 500 shares of a security, but not to exceed an aggregate transaction amount of $25,000 of any security, provided the issuer has a market capitalization greater than US $5 billion ("Large Cap/De Minimus exemption"). This exemption does not apply to shares of mutual funds or to option contracts on indices or other types of securities whose value is derived from a broad-based index.

K. SANCTIONS. The Legal / Compliance Department shall report all material violations of this Code of Ethics and Personal Investment Policy to LAM's Chief Executive Officer, who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fine or suspension or termination of the employment of the violator.

L. CONFIDENTIALITY. All information obtained from any person pursuant to this policy shall be kept in strict confidence, except that such information will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization or to the Fund Boards of Directors to the extent required by law, regulation or this policy.

8 February 2006

M. RETENTION OF RECORDS. All records relating to personal securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal / Compliance Department shall have the responsibility for maintaining records created under this policy.

N. BOARD REVIEW. Fund management shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report of all material violations of this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

O. OTHER CODES OF ETHICS. To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law.

P. AMENDMENTS.

1. COVERED PERSONS. Unless otherwise noted herein, this policy shall become effective as to all Covered Persons on April 1, 2005. This policy may be amended as to Covered Persons from time to time by the Legal / Compliance Department. Any material amendment of this policy shall be submitted to the Board of Directors of each Fund for approval in accordance with Rule 17j-1 under the 1940 Act.

2. FUND DIRECTORS. This policy shall become effective as to a Fund upon the approval and adoption of this policy by the Board of Directors of that Fund in accordance with Rule 17j-1 under the 1940 Act or at such earlier date as determined by the Secretary of the Fund. Any material amendment of this policy that applies to the Directors of a Fund shall become effective as to the Directors of that Fund only when the Board of Directors of that Fund has approved the amendment in accordance with Rule 17j-1 under the 1940 Act or at such earlier date as determined by the Secretary of the Fund.

9 February 2006

EXHIBIT A

EXPLANATION OF BENEFICIAL OWNERSHIP

You are considered to have "Beneficial Ownership" of Securities if you have or share a direct or indirect "Pecuniary Interest" in the Securities.

You have a "Pecuniary Interest" in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are examples of an indirect Pecuniary Interest in Securities:

1. Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit. "Immediate family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

2. Your interest as a general partner in Securities held by a general or limited partnership.

3. Your interest as a manager-member in the Securities held by a limited liability company.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equityholder or you have or share investment control over the Securities held by the entity.

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

1. Your ownership of Securities as a trustee where either you or members of your immediate family have a vested interest in the principal or income of the trust.

2. Your ownership of a vested interest in a trust.

3. Your status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

The foregoing is a summary of the meaning of "beneficial ownership". For purposes of the attached policy, "beneficial ownership" shall be interpreted in the same manner, as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

10 February 2006

EXHIBIT B

LAM ACKNOWLEDGEMENT & INITIAL HOLDINGS REPORT
PURSUANT TO CODE OF ETHICS AND PERSONAL INVESTMENT POLICY (THE "POLICY")

THIS REPORT MUST BE COMPLETED AND RETURNED TO THE LEGAL / COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF EMPLOYMENT.

NAME: ____________________________________ DATE OF EMPLOYMENT: _______________

(PLEASE PRINT)

ACCOUNT INFORMATION:

[ ] I do not have a beneficial interest in any account(s) with any financial services firm.

[ ] I maintain the following account(s). Please list any broker, dealer, insurance company, mutual fund or bank, which holds securities for your direct or indirect benefit as of the date of your employment. This includes 401k accounts, insurance company variable insurance contracts, mutual fund-only accounts.*

                                      Type of Account
                                     (Brokerage, Mutual                                 Is this a
                                  Fund, Variable Annuity,                     Account    Managed
Name of Financial Services Firm            401k.)           Name on Account    Number    Account?
-------------------------------   -----------------------   ---------------   -------   ---------

* 401k accounts and similar retirement accounts that permit the participant to change their investments no more frequently than once per quarter need not be reported.

11 February 2006

Description of Security   Type of Security   No. of Shares   Principal Amount Invested
-----------------------   ----------------   -------------   -------------------------

[ ] I have no securities holdings to report.

I certify that I have received a copy of the Policy, and that I have read and understood its provisions. I further certify that this report represents a complete and accurate description of my account(s) and securities holdings as of my initial date of employment. The information provided is current as of a date no more than 45 days prior to my employment at LAM.

Signature:                             Date:
           --------------------------        ----------------------------------


                                       12                          February 2006

MESSAGE FROM OUR            "THE REPUTATION OF A THOUSAND YEARS MAY BE
CEO                         DETERMINED BY THE CONDUCT OF ONE HOUR." ANCIENT
                            JAPANESE PROVERB

                            We have said it time and again in our Goals,
                            Strategy and Culture statement, "We exist for our
                            clients and are driven by their needs." Wellington
                            Management's reputation is built on this principle.
                            We know that our reputation is our most valuable
                            asset as that reputation attracts clients and
                            promotes their trust and confidence in our firm's
                            capabilities. We entrust our clients' interests and
                            the firm's reputation every day to each Wellington
                            Management employee around the world. Each of us
                            must take constant care that our actions fully meet
                            our duties as fiduciaries for our clients. Our
                            clients' interests must always come first; they
                            cannot and will not be compromised.

                            We have learned through many experiences, that when
                            we put our clients first, we are doing the right
                            thing. If our standards slip, or our focus wanes, we
                            risk the loss of everything we have worked so hard
                            to build together over the years.

                            It is important that we all remember "client, firm,
                            person" is our most fundamental guiding principle.
                            This high ethical standard is embodied in our Code
                            of Ethics. The heart of the Code of Ethics goes to
                            our obligation to remain vigilant in protecting the
                            interests of our clients above our own. We encourage
                            you to become familiar with all facets of the Code
                            and trust that you will embrace and comply with both
                            the letter and the spirit of the Code.

Standards of Conduct                                                           4
Ethical Considerations Regarding Confidentiality                               5
Ethical Considerations Regarding Open-end Mutual Fund Transactions             5
Policy on Personal Securities Transactions                                     6
   Covered Accounts                                                            6
   Transactions Subject to Pre-clearance and Reporting                         8
   Requesting Pre-clearance                                                    8
   Restrictions on Covered Transactions and Other Restrictions                 9
      Blackout Periods                                                         9
      Short Term Trading                                                      10
      Securities of Brokerage Firms                                           11
      Short Sales, Options and Margin Transactions                            11
      Derivatives                                                             11
      Initial Public Offerings ("IPOs")                                       12
      Private Placements                                                      12
      ETFs and HOLDRs                                                         12
   Transactions Subject to Reporting Only                                     12
      Transactions Exempt from Pre-clearance and Reporting                    13
Exemptive Procedure for Personal Trading                                      14
Reporting and Certification Requirements                                      14
   Initial Holdings Report                                                    15
   Duplicate Brokerage Confirmations and Statements                           15
   Duplicate Annual Statements for Wellington Managed Funds                   16
   Quarterly Reporting of Transactions and Brokerage Accounts                 16
   Annual Holdings Report                                                     17
   Quarterly Certifications                                                   17
   Annual Certifications                                                      18
   Review of Reports and Additional Requests                                  18
Gifts, Travel and Entertainment Opportunities and Sensitive Payments          18
   General Principles                                                         18
   Accepting Gifts                                                            19
   Accepting Travel and Entertainment Opportunities and Tickets               19
   Solicitation of Gifts, Contributions, or Sponsorships                      21
   Giving Gifts (other than Entertainment Opportunities)                      22
   Giving Entertainment Opportunities                                         22
   Sensitive Payments                                                         23
Other Activities                                                              23
Violations of the Code of Ethics                                              24

Wellington Management Company, llp Wellington Trust Company, na Wellington Management International Ltd Wellington International Management Company Pte Ltd Wellington Global Investment Management Ltd

CODE OF ETHICS

TABLE OF CONTENTS

APPENDIX A - APPROVED EXCHANGE TRADED FUNDS
APPENDIX B - QUICK REFERENCE TABLE FOR PERSONAL

SECURITIES TRANSACTIONS

APPENDIX C - QUICK REFERENCE TABLE FOR GIFTS AND
ENTERTAINMENT

STANDARDS OF CONDUCT        Wellington Management Company, LLP and its
                            affiliates ("Wellington Management") have a
                            fiduciary duty to investment company and investment
                            counseling clients that requires each Employee to
                            act solely for the benefit of clients. As a firm and
                            as individuals, our conduct (including our personal
                            trading) must recognize that the firm's clients
                            always come first and that we must avoid any abuse
                            of our positions of trust and responsibility.

                            Each Employee is expected to adhere to the highest
                            standard of professional and ethical conduct and
                            should be sensitive to situations that may give rise
                            to an actual conflict or the appearance of a
                            conflict with our clients' interests, or have the
                            potential to cause damage to the firm's reputation.
                            To this end, each Employee must act with integrity,
                            honesty, dignity and in a highly ethical manner.
                            Each Employee is also required to comply with all
                            applicable securities laws. Moreover, each Employee
                            must exercise reasonable care and professional
                            judgment to avoid engaging in actions that put the
                            image of the firm or its reputation at risk. While
                            it is not possible to anticipate all instances of
                            potential conflict or unprofessional conduct, the
                            standard is clear.

                            This Code of Ethics (the "Code") recognizes that our
                            fiduciary obligation extends across all of our
                            affiliates, satisfies our regulatory obligations and
                            sets forth the policy regarding Employee conduct in
                            those situations in which conflicts with our
                            clients' interests are most likely to develop. ALL
                            EMPLOYEES ARE SUBJECT TO THIS CODE AND ADHERENCE TO
                            THE CODE IS A BASIC CONDITION OF EMPLOYMENT. IF AN
                            EMPLOYEE HAS ANY DOUBT AS TO THE APPROPRIATENESS OF
                            ANY ACTIVITY, BELIEVES THAT HE OR SHE HAS VIOLATED
                            THE CODE, OR BECOMES AWARE OF A VIOLATION OF THE
                            CODE BY ANOTHER EMPLOYEE, HE OR SHE SHOULD CONSULT
                            TRACY SOEHLE, OUR GLOBAL COMPLIANCE MANAGER, AT
                            617.790.8149, SELWYN NOTELOVITZ, OUR CHIEF
                            COMPLIANCE OFFICER AT 617.790.8524, CYNTHIA CLARKE,
                            OUR GENERAL COUNSEL AT 617.790.7426, OR LORRAINE
                            KEADY, THE CHAIR OF THE ETHICS COMMITTEE AT
                            617.951.5020.

                            The Code reflects the requirements of United States
                            law, Rule 17j-1 of the Investment Company Act of
                            1940, as amended on August 31, 2004, and Rule 204A-1
                            under the Investment Advisers Act of 1940. The term
                            "Employee" for purposes of this Code, includes all
                            Partners and employees worldwide (including
                            temporary personnel compensated directly by
                            Wellington Management and other temporary personnel
                            to the extent that their tenure with Wellington
                            Management exceeds 90 days).

ETHICAL CONSIDERATIONS      CONFIDENTIALITY IS A CORNERSTONE OF WELLINGTON
REGARDING CONFIDENTIALITY   MANAGEMENT'S FIDUCIARY OBLIGATION TO ITS CLIENTS AS
                            WELL AS AN IMPORTANT PART OF THE FIRM'S CULTURE.

                            Use and Disclosure of Information

                            Information acquired in connection with employment
                            by the organization, including information regarding
                            actual or contemplated investment decisions,
                            portfolio composition, research, research
                            recommendations, firm activities, or client
                            interests, is confidential and may not be used in
                            any way that might be contrary to, or in conflict
                            with the interests of clients or the firm. Employees
                            are reminded that certain clients have specifically
                            required their relationship with our firm to be
                            treated confidentially.

                            Specific reference is made to the firm's Portfolio
                            Holdings Disclosure Policy and Procedures,
                            accessible on the Wellington Management intranet,
                            which addresses the appropriate and authorized
                            disclosure of a client's portfolio holdings.

                            "Inside Information"

                            Specific reference is made to the firm's Statement
                            of Policy on the Receipt and Use of Material,
                            Non-Public Information (i.e., "inside information"),
                            accessible on the Wellington Management intranet,
                            which applies to personal securities transactions as
                            well as to client transactions.

ETHICAL CONSIDERATIONS      Wellington Management requires that an Employee
REGARDING OPEN-END          engaging in mutual fund investments ensure that all
MUTUAL FUND TRANSACTIONS    investments in open-end mutual funds comply with the
                            funds' rules regarding purchases, redemptions, and
                            exchanges.

                            Wellington Management has a fiduciary relationship
                            with the mutual funds and variable insurance
                            portfolios for which it serves as investment adviser
                            or sub-adviser, including funds organized outside
                            the US ("Wellington Managed Funds"). Accordingly, an
                            Employee may not engage in any activity in
                            Wellington Managed Funds that might be perceived as
                            contrary to or in conflict with the interests of
                            such funds or their shareholders.

                            The Code's personal trading reporting requirements
                            extend to transactions and holdings in Wellington
                            Managed Funds (excluding money market funds). A
                            complete list of the Wellington Managed Funds is
                            available to Employees via the Wellington Management
                            intranet. Please refer to "Reporting and
                            Certification Requirements" for further details.

POLICY ON PERSONAL          All Employees are required to clear their personal
SECURITIES TRANSACTIONS     securities transactions (as defined below) prior to
                            execution, report their transactions and holdings
                            periodically, and refrain from transacting either in
                            certain types of securities or during certain
                            blackout periods as described in more detail in this
                            section.

                            EMPLOYEES SHOULD NOTE THAT WELLINGTON MANAGEMENT'S
                            POLICIES AND PROCEDURES WITH RESPECT TO PERSONAL
                            SECURITIES TRANSACTIONS ALSO APPLY TO TRANSACTIONS
                            BY A SPOUSE, DOMESTIC PARTNER, CHILD OR OTHER
                            IMMEDIATE FAMILY MEMBER RESIDING IN THE SAME
                            HOUSEHOLD AS THE EMPLOYEE.

                            COVERED ACCOUNTS

                            Definition of "Personal Securities Transactions"

                            A personal securities transaction is a transaction
                            in which an Employee has a beneficial interest.

                            Definition of "Beneficial Interest"

                            An Employee is considered to have a beneficial
                            interest in any transaction in which the Employee
                            has the opportunity to directly or indirectly profit
                            or share in the profit derived from the securities
                            transacted. An Employee is presumed to have a
                            beneficial interest in, and therefore an obligation
                            to pre-clear and report, the following:

                            1
                            Securities owned by an Employee in his or her name.

                            2
                            Securities owned by an individual Employee
                            indirectly through an account or investment vehicle
                            for his or her benefit, such as an IRA, family trust
                            or family partnership.

                            3
                            Securities owned in which the Employee has a joint
                            ownership interest, such as property owned in a
                            joint brokerage account.

                            4
                            Securities in which a member of the Employee's
                            immediate family (e.g., spouse, domestic partner,
                            minor children and other dependent relatives) has a
                            direct,

indirect or joint ownership interest if the
immediate family member resides in the same
household as the Employee.

5
Securities owned by trusts, private foundations or
other charitable accounts for which the Employee has
investment discretion (other than client accounts of
the firm).

If an Employee believes that he or she does not have
a beneficial interest in the securities listed
above, the Employee should provide the Global
Compliance Group (the "Compliance Group") with
satisfactory documentation that the Employee has no
beneficial interest in the security and exercises no
control over investment decisions made regarding the
security (see "Exceptions" below). Any question as
to whether an Employee has a beneficial interest in
a transaction, and therefore an obligation to
pre-clear and report the transaction, should be
directed to the Compliance Group.

Exceptions

If an Employee has a beneficial interest in an
account which the Employee feels should not be
subject to the Code's pre-clearance and reporting
requirements, the Employee should submit a written
request for clarification or an exemption to the
Global Compliance Manager. The request should name
the account, describe the nature of the Employee's
interest in the account, the person or firm
responsible for managing the account, and the basis
upon which the exemption is being claimed. Requests
will be considered on a case-by-case basis. An
example of a situation where grounds for an
exemption may be present is an account in which the
Employee has no influence or control (e.g., the
Employee has a professionally managed account over
which the Employee has given up discretion.

In all transactions involving such an account an
Employee should, however, conform to the spirit of
the Code and avoid any activity which might appear
to conflict with the interests of the firm's
clients, or with the Employee's position within
Wellington Management. In this regard, please refer
to the "Ethical Considerations Regarding
Confidentiality" section of this Code.

TRANSACTIONS SUBJECT TO PRE-CLEARANCE AND REPORTING
"COVERED TRANSACTIONS"

ALL EMPLOYEES MUST CLEAR THEIR PERSONAL SECURITIES
TRANSACTIONS PRIOR TO EXECUTION, EXCEPT AS
SPECIFICALLY EXEMPTED IN SUBSEQUENT SECTIONS OF THE
CODE. CLEARANCE FOR PERSONAL SECURITIES TRANSACTIONS
FOR PUBLICLY TRADED SECURITIES WILL BE IN EFFECT FOR
24 HOURS FROM THE TIME OF APPROVAL. TRANSACTIONS IN
THE FOLLOWING SECURITIES ARE "COVERED TRANSACTIONS"
AND THEREFORE MUST BE PRE-CLEARED AND REPORTED:

-    bonds (including municipal bonds)

-    stock (including shares of closed-end funds and
     funds organized outside the US that have a
     structure similar to that of closed-end funds)

-    exchange-traded funds not listed on Appendix A

-    notes

-    convertibles

-    preferreds

-    ADRs

-    single stock futures

-    limited partnership and limited liability
     company interests (for example, hedge funds not
     sponsored by Wellington Management or an
     affiliate)

-    options on securities

-    warrants, rights, etc., whether publicly traded
     or privately placed

See Appendix B for a summary of securities subject
to pre-clearance and reporting, securities subject
to reporting only, and securities exempt from
pre-clearance and reporting.

REQUESTING PRE-CLEARANCE

Pre-clearance for Covered Transactions must be
obtained by submitting a request via the
intranet-based Code of Ethics Compliance System
("COEC"). Approval must be obtained prior to placing
the trade with a broker. An Employee is responsible
for ensuring that the proposed transaction does not
violate Wellington Management's policies or
applicable securities laws and regulations by virtue
of the Employee's responsibilities at Wellington
Management or the information that he or she may
possess about the securities or the issuer. The
Compliance Group will maintain confidential records
of all requests for approval. Covered Transactions
offered through a participation in a private
placement (including both securities and partnership
interests) are

subject to special clearance by the Chief Compliance
Officer or the General Counsel or their designees,
and the clearance will remain in effect for a
reasonable period thereafter, not to exceed 90 days
(See, "Private Placements").

An Employee wishing to seek an exemption from the
pre-clearance requirement for a security or
instrument not covered by an exception (see below)
that has similar characteristics to an excepted
security or transaction should submit a request in
writing to the Global Compliance Manager.

RESTRICTIONS ON COVERED TRANSACTIONS AND OTHER
RESTRICTIONS ON PERSONAL TRADING

Covered Transactions are restricted and will be
denied pre-clearance under the circumstances
described below. Please note that the following
restrictions on Covered Transactions apply equally
to the Covered Transaction and to instruments
related to the Covered Transaction. A related
instrument is any security or instrument issued by
the same entity as the issuer of the Covered
Transaction, including options, rights, warrants,
preferred stock, bonds and other obligations of that
issuer or instruments otherwise convertible into
securities of that issuer.

THE RESTRICTIONS AND BLACKOUT PERIODS PRESCRIBED
BELOW ARE DESIGNED TO AVOID CONFLICT WITH OUR
CLIENTS' INTERESTS. HOWEVER, PATTERNS OF TRADING
THAT MEET THE LETTER OF THE RESTRICTIONS BUT ARE
INTENDED TO CIRCUMVENT THE RESTRICTIONS ARE ALSO
PROHIBITED. IT IS EXPECTED THAT EMPLOYEES WILL
COMPLY WITH THE RESTRICTIONS BELOW IN GOOD FAITH AND
CONDUCT THEIR PERSONAL SECURITIES TRANSACTIONS IN
KEEPING WITH THE INTENDED PURPOSE OF THIS CODE.

1
Blackout Periods

No Employee may engage in Covered Transactions
involving securities or instruments which the
Employee knows are actively contemplated for
transactions on behalf of clients, even though no
buy or sell orders have been placed. This
restriction applies from the moment that an Employee
has been informed in any fashion that any Portfolio
Manager intends to purchase or sell a specific
security or instrument. This is a particularly
sensitive area and one in which each Employee must
exercise caution to avoid actions which, to his or
her knowledge, are in conflict or in competition
with the interests of clients.

Employee Blackout Periods

An Employee will be denied pre-clearance for Covered
Transactions that are:

-    being bought or sold on behalf of clients until
     one trading day after such buying or selling is
     completed or canceled;

-    the subject of a new or changed action
     recommendation from a research analyst until 10
     business days following the issuance of such
     recommendation;

-    the subject of a re-issued but unchanged
     recommendation from a research analyst until 2
     business days following re-issuance of the
     recommendation.

Portfolio Manager Additional Blackout Period

In addition to the above, an Employee who is a
Portfolio Manager may not engage in a personal
transaction involving any security for 7 calendar
days prior to, and 7 calendar days following, a
transaction in the same security for a client
account managed by that Portfolio Manager without a
special exemption. See "Exemptive Procedures for
Personal Trading" below.

Portfolio Managers include all designated portfolio
managers and other investment professionals that
have portfolio management responsibilities for
client accounts or who have direct authority to make
investment decisions to buy or sell securities, such
as investment team members and analysts involved in
Research Equity portfolios.

2
Short Term Trading

No Employee may take a "short term trading" profit
with respect to a Covered Transaction, which means a
sale, closing of a short position or expiration of
an option at a gain within 60 calendar days of its
purchase (beginning on trade date plus one), without
a special exemption. See "Exemptive Procedures for
Personal Trading" on page 14. The 60-day trading
prohibition does not apply to transactions resulting
in a loss.

An Employee engaging in mutual fund investments must
ensure that all investments and transactions in
open-end mutual funds, including funds organized
outside the US, comply with the funds' rules
regarding purchases, redemptions, and exchanges.

3
Securities of Brokerage Firms

An Employee engaged in Global Trading and an
Employee with portfolio management responsibility
for client accounts may not engage in personal
transactions involving any equity or debt securities
of any company whose primary business is that of a
broker/dealer. A company is deemed to be in the
primary business as a broker/dealer if it derives
more than 15 percent of its gross revenues from
broker/dealer related activities.

4
Short Sales, Options and Margin Transactions

THE CODE STRONGLY DISCOURAGES SHORT SALES, OPTIONS
AND MARGIN TRANSACTIONS. Subject to pre-clearance,
an Employee may engage in short sales, options and
margin transactions, however, an Employee engaging
in such transactions should recognize the danger of
being "frozen" or subject to a forced close out
because of the general restrictions that apply to
personal transactions as noted above. These types of
activities are risky not only because of the nature
of the transactions, but also because action
necessary to close out a position may become
prohibited under the Code while the position remains
open. FOR EXAMPLE, YOU MAY NOT BE ABLE TO CLOSE OUT
SHORT SALES AND TRANSACTIONS IN DERIVATIVES. In
specific cases of hardship, an exception may be
granted by the Chief Compliance Officer or the
General Counsel with respect to an otherwise
"frozen" transaction.

Particular attention should be paid to margin
transactions. An Employee should understand that
brokers of such transactions generally have the
authority to automatically sell securities in the
Employee's brokerage account to cover a margin call.
Such sale transactions will be in violation of the
Code unless they are pre-cleared. An Employee
engaging in margin transactions should not expect
that exceptions will be granted after the fact for
these violations.

5
Derivatives

Transactions in derivative instruments shall be
restricted in the same manner as the underlying
security. An Employee engaging in derivative
transactions should also recognize the danger of
being "frozen" or subject to a forced close out
because of the general restrictions that apply to
personal transactions as described in more detail in
paragraph 4 above.

6
Initial Public Offerings ("IPOs")

No Employee may engage in personal transactions
involving the direct purchase of any security (debt
or equity) in an IPO (including initial offerings of
closed-end funds). This restriction also includes
new issues resulting from spin-offs, municipal
securities, and thrift conversions, although in
limited cases the purchase of such securities in an
offering may be approved by the Chief Compliance
Officer or the General Counsel upon determining that
approval would not violate any policy reflected in
this Code. This restriction does not apply to
initial offerings of open-end mutual funds, US
government issues or money market instruments.

7
Private Placements

AN EMPLOYEE MAY NOT PURCHASE SECURITIES IN A PRIVATE
PLACEMENT TRANSACTION (INCLUDING HEDGE FUNDS THAT
ARE NOT SPONSORED BY WELLINGTON MANAGEMENT OR ONE OF
ITS AFFILIATES) UNLESS APPROVAL OF THE CHIEF
COMPLIANCE OFFICER, THE GENERAL COUNSEL OR THEIR
RESPECTIVE DESIGNEES HAS BEEN OBTAINED. This
approval will be based upon a determination that the
investment opportunity need not be reserved for
clients, that the Employee is not being offered the
investment opportunity due to his or her employment
with Wellington Management, and other relevant
factors on a case-by-case basis.

8
Exchange Traded Funds ("ETFs") and HOLDRs

AN EMPLOYEE MAY NOT TRANSACT IN HOLDRS.

Transactions in exchange traded funds are permitted.
However, transactions in exchange traded funds not
listed on Appendix A are Covered Transactions that
must be pre-cleared and reported. Transactions in
exchange traded funds listed on Appendix A are not
Covered Transactions and accordingly, are not
subject to pre-clearance or reporting.

TRANSACTIONS SUBJECT TO REPORTING ONLY (NO NEED TO
PRE-CLEAR)

Pre-clearance is not required, but reporting is
required for transactions in:

1
Open-end mutual funds and variable insurance
products that are managed by Wellington Management
or any of its affiliates, INCLUDING FUNDS ORGANIZED
OUTSIDE THE US THAT HAVE A STRUCTURE SIMILAR TO THAT
OF OPEN-END MUTUAL FUNDS,

if held outside of the Wellington Retirement and
Pension Plan ("WRPP"). A list of Wellington Managed
Funds is available via the Wellington Management
intranet.

2
Non-volitional transactions to include:

-    automatic dividend reinvestment and stock
     purchase plan acquisitions;

-    transactions that result from a corporate
     action applicable to all similar security
     holders (such as splits, tender offers,
     mergers, stock dividends, etc.).

3
Gift transactions to include:

-    gifts of securities to an Employee if the
     Employee has no control of the timing;

-    gifts of securities from an Employee to an
     individual so long as the recipient of the gift
     confirms in writing that the recipient has no
     present intention to sell the securities
     received from the Employee;

-    gifts of securities from an Employee to a
     not-for-profit organization. For this purpose,
     a not-for-profit organization includes only
     those trusts and other entities exclusively for
     the benefit of one or more not-for-profit
     organizations and does not include so-called
     split interest trusts (no writing is required);

-    gifts of securities from an Employee to other
     trusts or investment vehicles, including
     charitable lead trusts, charitable remainder
     trusts, family partnerships and family trusts,
     so long as the recipient of the gift confirms
     in writing that the recipient has no present
     intention to sell the securities received from
     the Employee.

Even if the gift of a security from an Employee does
not require pre-clearance under these rules, a
subsequent sale of the security by the recipient of
the gift must be pre-cleared and reported IF the
Employee is deemed to have a beneficial interest in
the security (for example, if the Employee has
investment discretion over the recipient or the
recipient is a family member living in the same
house as the Employee).

TRANSACTIONS EXEMPT FROM PRE-CLEARANCE AND REPORTING

Pre-clearance and reporting is not required for
transactions in:

-    US government securities

-    Exchange Traded Funds listed in Appendix A

-    money market instruments

                            -    Collective Investment Funds sponsored by
                                 Wellington Trust Company, na ("trust company
                                 pools")

                            -    hedge funds sponsored by Wellington Management
                                 or any of its affiliates

                            -    broad-based stock index and US government
                                 securities futures and options on such futures

                            -    commodities futures

                            -    currency futures

                            -    open-end mutual funds and variable insurance
                                 products, including funds organized outside the
                                 US with a structure similar to that of an
                                 open-end mutual fund, that are not managed by
                                 Wellington Management or any of its affiliates

EXEMPTIVE PROCEDURE         In cases of hardship, the Chief Compliance Officer,
FOR PERSONAL TRADING        Global Compliance Manager, the General Counsel, or
                            their respective designees can grant exemptions from
                            the personal trading restrictions in this Code. The
                            decision will be based on a determination that a
                            hardship exists and the transaction for which an
                            exemption is requested would not result in a
                            conflict with our clients' interests or violate any
                            other policy embodied in this Code. Other factors
                            that may be considered include: the size and holding
                            period of the Employee's position in the security,
                            the market capitalization of the issuer, the
                            liquidity of the security, the amount and timing of
                            client trading in the same or a related security,
                            and other relevant factors.

                            Any Employee seeking an exemption should submit a
                            written request to the Chief Compliance Officer,
                            Global Compliance Manager or the General Counsel,
                            setting forth the nature of the hardship along with
                            any pertinent facts and reasons why the employee
                            believes that the exemption should be granted.
                            Employees are cautioned that exemptions are intended
                            to be exceptions, and repetitive requests for
                            exemptions by an Employee are not likely to be
                            granted.

                            Records of the approval of exemptions and the
                            reasons for granting exemptions will be maintained
                            by the Compliance Group.

REPORTING AND               Records of personal securities transactions by
CERTIFICATION               Employees and their immediate family members will be
REQUIREMENTS                maintained. All Employees are subject to the
                            following reporting and certification requirements:

1
Initial Holdings Report

New Employees are required to file an Initial
Holdings Report and a Disciplinary Action Disclosure
form within ten (10) calendar days of joining the
firm. New Employees must disclose all of their
security holdings in Covered Transactions including
private placement securities, and Wellington Managed
Funds, at this time. New Employees are also required
to disclose all of their brokerage accounts or other
accounts holding Wellington Managed Funds (including
IRA Accounts, 529 Plans, custodial accounts and 401K
Plans outside of WRPP) at that time, even if the
only securities held in such accounts are mutual
funds. Personal trading is prohibited until these
reports are filed. The forms can be filed via the
COEC that is accessible on the Wellington Management
intranet.

PLEASE NOTE THAT YOU DO NOT NEED TO REPORT MUTUAL
FUNDS OR TRUST COMPANY POOLS HELD WITHIN THE WRPP
(THIS INFORMATION WILL BE OBTAINED FROM THE WRPP
ADMINISTRATOR); AND YOU NEED NOT REPORT WELLINGTON
MANAGED FUNDS THAT ARE MONEY MARKET FUNDS.

2
Duplicate Brokerage Confirmations and Statements for
Covered Transactions

Employees may place securities transactions with the
broker of their choosing. All Employees must require
their securities brokers to send duplicate
confirmations of their Covered Transactions and
quarterly account statements to the Compliance
Group. Brokerage firms are accustomed to providing
this service.

To arrange for the delivery of duplicate
confirmations and quarterly statements, each
Employee must complete a Duplicate Confirmation
Request Form for each brokerage account that is used
for personal securities transactions of the Employee
and each account in which the Employee has a
beneficial interest and return the form to the
Compliance Group. The form can be obtained from the
Compliance Group. The form must be completed and
returned to the Compliance Group prior to any
transactions being placed with the broker. The
Compliance Group will process the request with the
broker in order to assure delivery of the
confirmations and quarterly statements directly to
the Compliance Group and to preserve the
confidentiality of this information. When possible,
the duplicate confirmation requirement will be
satisfied by

electronic means. Employees should not send the
completed forms to their brokers directly.

If under local market practice, brokers are not
willing to deliver duplicate confirmations and/or
quarterly statements to the Compliance Group, it is
the Employee's responsibility to provide promptly
the Compliance Group with a duplicate confirmation
(either a photocopy or facsimile) for each trade and
quarterly statement.

3
Duplicate Annual Statements for Wellington Managed
Funds.

Employees must provide duplicate Annual Statements
to the Compliance Group with respect to their
holdings in Wellington Managed Funds.

4
Quarterly Reporting of Transactions and Brokerage
Accounts

SEC rules require that a quarterly record of all
personal securities transactions be submitted by
each person subject to the Code's requirements
within 30 calendar days after the end of each
calendar quarter and that this record be available
for inspection. To comply with these SEC rules,
every Employee must file a quarterly personal
securities transaction report electronically
utilizing the COEC accessible to all Employees via
the Wellington Management intranet by this deadline.

AT THE END OF EACH CALENDAR QUARTER, EMPLOYEES WILL
BE REMINDED OF THE SEC FILING REQUIREMENT. AN
EMPLOYEE THAT FAILS TO FILE WITHIN THE SEC'S 30
CALENDAR DAY DEADLINE WILL, AT A MINIMUM, BE
PROHIBITED FROM ENGAGING IN PERSONAL TRADING UNTIL
THE REQUIRED FILINGS ARE MADE AND MAY GIVE RISE TO
OTHER SANCTIONS.

Transactions during the quarter as periodically
entered via the COEC by the Employee are displayed
on the Employee's reporting screen and must be
affirmed if they are accurate. Holdings not acquired
through a broker and certain holdings that were not
subject to pre-clearance (as described below) must
also be entered by the Employee.

ALL EMPLOYEES ARE REQUIRED TO SUBMIT A QUARTERLY
REPORT, EVEN IF THERE WERE NO REPORTABLE
TRANSACTIONS DURING THE QUARTER. THE QUARTERLY
REPORT MUST INCLUDE TRANSACTION INFORMATION
REGARDING:

-    all Covered Transactions (as defined on page
     8);

-    all Wellington Managed Funds (as defined on
     page 5);

-    any new brokerage account established during
     the quarter including the name of the broker,
     dealer or bank and the date the account was
     established;

-    non-volitional transactions (as described on
     page 13); and

-    gift transactions (as described on page 13).

Transactions in Wellington Managed Funds and
non-volitional transactions must be reported even
though pre-clearance is not required. For
non-volitional transactions, the nature of the
transaction must be clearly specified in the report.
Non-volitional transactions include automatic
dividend reinvestment and stock purchase plan
acquisitions, gifts of securities to and from the
Employee, and transactions that result from
corporate actions applicable to all similar security
holders (such as splits, tender offers, mergers,
stock dividends).

5
Annual Holdings Report

SEC Rules also require that each Employee file, on
an annual basis, a schedule indicating their
personal securities holdings as of December 31 of
each year by the following February 14th. SEC Rules
require that this report include the title, number
of shares and principal amount of each security held
in an Employee's personal account and the accounts
for which the Employee has a beneficial interest,
and the name of any broker, dealer or bank with whom
the Employee maintains an account. "Securities" for
purposes of this report are Covered Transactions,
Wellington Managed Funds and those that must be
reported as indicated in the prior section.

Employees are also required to disclose all of their
brokerage accounts at this time, even if the only
securities held in such accounts are mutual funds.

6
Quarterly Certifications

As part of the quarterly reporting process on the
COEC, Employees are required to confirm their
compliance with the provisions of this Code of
Ethics. In addition, each Employee is also required
to identify any issuer for which the Employee owns
more than 0.5% of the outstanding securities.

                            7
                            Annual Certifications

                            As part of the annual reporting process on the COEC,
                            each Employee is required to certify that:

                            -    The Employee has read the Code and understands
                                 its terms and requirements;

                            -    The Employee has complied with the Code during
                                 the course of his or her association with the
                                 firm;

                            -    The Employee has disclosed and reported all
                                 personal securities transactions and brokerage
                                 accounts required to be disclosed or reported;

                            -    The Employee will continue to comply with the
                                 Code in the future;

                            -    The Employee will promptly report to the
                                 Compliance Group, the General Counsel, or the
                                 Chair of the Ethics Committee any violation or
                                 possible violation of the Code of which the
                                 Employee becomes aware; and

                            -    The Employee understands that a violation of
                                 the Code may be grounds for disciplinary action
                                 or termination and may also be a violation of
                                 federal and/or state securities laws.

                            8
                            Review of Reports and Additional Requests

                            All reports filed in accordance with this section
                            will be maintained and kept confidential by the
                            Compliance Group. Such reports will be reviewed by
                            the Chief Compliance Officer or his/her designee.
                            The firm may request other reports and
                            certifications from Employees as may be deemed
                            necessary to comply with applicable regulations and
                            industry best practices.

GIFTS, TRAVEL AND           Occasionally, an Employee may be offered gifts or
ENTERTAINMENT               entertainment opportunities by clients, brokers,
OPPORTUNITIES, AND          vendors or other organizations with whom the firm
SENSITIVE PAYMENTS          transacts business. The giving and receiving of
                            gifts and opportunities to travel and attend
                            entertainment events from such sources are subject
                            to the general principles outlined below and are
                            permitted only under the circumstances specified in
                            this section of the Code.

                            1
                            GENERAL PRINCIPLES APPLICABLE TO GIFTS, TRAVEL AND
                            ENTERTAINMENT OPPORTUNITIES, AND SENSITIVE PAYMENTS

                            -    An Employee cannot give or accept a gift or
                                 participate in an entertainment opportunity if
                                 the frequency and/or value of the gift or
                                 entertainment opportunity may be considered
                                 excessive or extravagant.

-    An Employee cannot give or receive a gift,
     travel and entertainment opportunity or
     sensitive payment if, in doing so, it would
     create or appear to create a conflict with the
     interests of our clients or the firm, or have a
     detrimental impact on the firm's reputation.

-    With regard to gifts and entertainment
     opportunities covered and permitted under the
     Code, under no circumstances is it acceptable
     for an Employee to resell a gift or ticket to
     an entertainment event.

2
ACCEPTING GIFTS

The only gift (other than entertainment tickets)
that may be accepted by an Employee is a gift of
nominal value (i.e. a gift whose reasonable value is
no more than $100) and promotional items (e.g. pens,
mugs, t-shirts and other logo bearing items). Under
no circumstances may an Employee accept a gift of
cash, including a cash equivalent such as a gift
certificate, bond, security or other items that may
be readily converted to cash.

Acceptance of a gift that is directed to Wellington
Management as a firm should be cleared with the
Employee's Business Manager. Such a gift, if
approved, will be accepted on behalf of, and treated
as the property of, the firm.

If an Employee receives a gift that is prohibited
under the Code, it must be declined or returned in
order to protect the reputation and integrity of
Wellington Management. Any question as to the
appropriateness of any gift should be directed to
the Chief Compliance Officer, the General Counsel or
the Chair of the Ethics Committee.

3
ACCEPTING TRAVEL AND ENTERTAINMENT OPPORTUNITIES AND
TICKETS

Wellington Management recognizes that occasional
participation in entertainment opportunities with
representatives from organizations with whom the
firm transacts business, such as clients, brokers,
vendors or other organizations, can be useful
relationship building exercises. Examples of such
entertainment opportunities are: lunches, dinners,
cocktail parties, golf outings or regular season
sporting events.

Accordingly, OCCASIONAL participation by an Employee
in such entertainment opportunities for legitimate
business purposes is permitted provided that:

-    a representative from the hosting organization
     attends the event with the Employee;

-    the primary purpose of the event is to discuss
     business or build a business relationship;

-    the Employee demonstrates high standards of
     personal behavior;

-    participation complies with the following
     requirements for entertainment tickets,
     lodging, car and limousine services, and air
     travel.

ENTERTAINMENT TICKETS

An Employee occasionally may accept ONE TICKET to an
entertainment event ONLY IF THE HOST WILL ATTEND THE
EVENT WITH THE EMPLOYEE AND THE FACE VALUE OF THE
TICKET OR ENTRANCE FEE IS $200 OR LESS, not
including the value of food that may be provided to
the Employee before, during, or after the event. An
Employee is required to obtain prior approval from
his or her Business Manager before accepting any
other entertainment opportunity.

An Employee is strongly discouraged from
participating in the following situations and may
not participate unless prior approval from his/her
Business Manager is obtained:

-    the entertainment ticket has a face value above
     $200; if approved by a Business Manager, the
     Employee is required to reimburse the host for
     the full face value of the ticket;

-    the Employee wants to accept more than one
     ticket; if approved by a Business Manager, the
     Employee is required to reimburse the host for
     the aggregate face value of the tickets
     regardless of each ticket's face value;

-    the entertainment event is unusual or high
     profile (e.g., a major sporting event); if
     approved by a Business Manager, the Employee is
     required to reimburse the host for the full
     face value of the ticket regardless of what the
     face value might be;

-    the host has extended an invitation to the
     entertainment event to numerous Employees.

Business Managers must clear their own participation
in the above situations with the Chief Compliance
Officer or Chair of the Ethics Committee.

EACH EMPLOYEE MUST FAMILIARIZE HIMSELF/HERSELF WITH,
AND ADHERE TO, ANY ADDITIONAL POLICIES AND
PROCEDURES REGARDING ENTERTAINMENT OPPORTUNITIES AND
TICKETS THAT MAY BE ENFORCED BY HIS/HER BUSINESS
MANAGER.

LODGING

An Employee is not permitted to accept a gift of
lodging in connection with any entertainment
opportunity. Rather, an Employee must pay for
his/her own lodging expense in connection with any
entertainment opportunity. If an Employee
participates in an entertainment opportunity for
which lodging is arranged and paid for by the host,
the Employee must reimburse the host for the
equivalent cost of the lodging, as determined by
Wellington Management's Travel Manager. It is the
Employee's responsibility to ensure that the host
accepts the reimbursement and whenever possible,
arrange for reimbursement prior to attending the
entertainment event. Lodging connected to an
Employee's business travel will be paid for by
Wellington.

CAR AND LIMOUSINE SERVICES

An Employee must exercise reasonable judgment with
respect to accepting rides in limousines and with
car services. Except where circumstances warrant
(e.g., where safety is a concern), an Employee is
discouraged from accepting limousine and car
services paid for by a host when the host is not
present.

AIR TRAVEL

An Employee is not permitted to accept a gift of air
travel in connection with any entertainment
opportunity. Rather, an Employee must pay for
his/her own air travel expense in connection with
any entertainment opportunity. If an Employee
participates in an entertainment opportunity for
which air travel is arranged and paid for by the
host, the Employee must reimburse the host for the
equivalent cost of the air travel, as determined by
Wellington Management's Travel Manager. It is the
Employee's responsibility to ensure that the host
accepts the reimbursement and whenever possible,
arrange for reimbursement prior to attending the
entertainment event. Use of private aircraft or
charter flights arranged by the host for
entertainment related travel is prohibited. Air
travel that is connected to an Employee's business
travel will be paid for by Wellington Management.

4
SOLICITATION OF GIFTS, CONTRIBUTIONS, OR
SPONSORSHIPS

An Employee may not solicit gifts, entertainment
tickets, gratuities, contributions (including
charitable contributions), or sponsorships from
brokers, vendors, clients or companies in which the
firm invests or conducts research. Similarly, an
Employee is prohibited from making such requests
through Wellington Management's Trading Department
or any other Wellington

Management Department or employee (this prohibition
does not extend to personal gifts or offers of
Employee owned tickets between Employees).

5
GIVING GIFTS (other than Entertainment
Opportunities)

In appropriate circumstances, it may be acceptable
for the firm or its Employees to extend gifts to
clients or others who do business with Wellington
Management. Gifts of cash (including cash
equivalents such as gift certificates, bonds,
securities or other items that may be readily
converted to cash) or excessive or extravagant
gifts, as measured by the total value or quantity of
the gift(s), are prohibited. Gifts with a face value
in excess of $100 must be cleared by the Employee's
Business Manager.

An Employee should be certain that the gift does not
give rise to a conflict with client interests, or
the appearance of a conflict, and that there is no
reason to believe that the gift violates any
applicable code of conduct of the recipient. Gifts
are permitted only when made in accordance with
applicable laws and regulations, and in accordance
with generally accepted business practices in the
various countries and jurisdictions where Wellington
Management does business.

6
GIVING ENTERTAINMENT OPPORTUNITIES

An Employee is not permitted to source tickets to
entertainment events from Wellington Management's
Trading Department or any other Wellington
Management Department or employee, brokers, vendors,
or other organizations with whom the firm transacts
business (this prohibition does not extend to
personal gifts or offers of Employee owned tickets
between Employees). Similarly, an Employee is
prohibited from sourcing tickets on behalf of
clients or prospects from ticket vendors.

CLIENT EVENTS AND ENTERTAINMENT ORGANIZED, HOSTED
AND ATTENDED BY ONE OR MORE WELLINGTON MANAGEMENT
EMPLOYEES ARE NOT SUBJECT TO THIS PROHIBITION AND
ARE OUTSIDE THE SCOPE OF THIS CODE.

7
SENSITIVE PAYMENTS

An Employee may not participate on behalf of the
firm, a subsidiary, or any client, directly or
indirectly, in any of the following transactions:

                            -    Use of the firm's name or funds to support
                                 political candidates or issues, or elected or
                                 appointed government officials;

                            -    Payment or receipt of bribes, kickbacks, or
                                 payment or receipt of any money in violation of
                                 any law applicable to the transaction;

                            -    Payments to government officials or government
                                 employees that are unlawful or otherwise not in
                                 accordance with regulatory rules and generally
                                 accepted business practices of the governing
                                 jurisdiction.

                            An Employee making contributions or payments of any
                            kind may do so in his/her capacity as an individual,
                            but may not use or in any way associate Wellington
                            Management's name with such contributions or
                            payments (except as may be required under applicable
                            law). Employees should be mindful of these general
                            principals when making donations to charities
                            sponsored by clients.

                            8
                            QUESTIONS AND CLARIFICATIONS

                            Any question as to the appropriateness of gifts,
                            travel and entertainment opportunities, or payments
                            should be discussed with the Chief Compliance
                            Officer, Global Compliance Manager, the General
                            Counsel, or the Chair of the Ethics Committee.

OTHER ACTIVITIES            Outside Activities

                            All outside business affiliations (e.g.,
                            directorships, officerships or trusteeships) of any
                            kind or membership in investment organizations
                            (e.g., an investment club) must be approved by an
                            Employee's Business Manager and cleared by the Chief
                            Compliance Officer, the General Counsel or the Chair
                            of the Ethics Committee prior to the acceptance of
                            such a position to ensure that such affiliations do
                            not present a conflict with our clients' interests.
                            New Employees are required to disclose all outside
                            business affiliations to their Business Manager upon
                            joining the firm. As a general matter, directorships
                            in public companies or companies that may reasonably
                            be expected to become public companies will not be
                            authorized because of the potential for conflicts
                            that may impede our freedom to act in the best
                            interests of clients. Service with charitable
                            organizations generally will be authorized, subject
                            to considerations related to time required during
                            working hours, use of proprietary information and
                            disclosure of potential conflicts of interest.
                            Employees who engage in outside business and
                            charitable activities are not acting in their
                            capacity as employees of Wellington Management and
                            may not use Wellington Management's name.

                            Outside Employment

                            Employees who are officers of the firm may not seek
                            additional employment outside of Wellington
                            Management without the prior written approval of the
                            Human Resources Department. All new Employees are
                            required to disclose any outside employment to the
                            Human Resources Department upon joining the firm.

VIOLATIONS OF THE           COMPLIANCE WITH THE CODE IS EXPECTED AND VIOLATIONS
CODE OF ETHICS              OF ITS PROVISIONS ARE TAKEN SERIOUSLY. Employees
                            must recognize that the Code is a condition of
                            employment with the firm and a serious violation of
                            the Code or related policies may result in
                            dismissal. Since many provisions of the Code also
                            reflect provisions of the US securities laws,
                            Employees should be aware that violations could also
                            lead to regulatory enforcement action resulting in
                            suspension or expulsion from the securities
                            business, fines and penalties, and imprisonment.

                            The Compliance Group is responsible for monitoring
                            compliance with the Code. Violations or potential
                            violations of the Code will be considered by some
                            combination of the Chief Compliance Officer, the
                            General Counsel, the Chair of the Ethics Committee
                            and the Vice Chair of the Ethics Committee, who will
                            jointly decide if the violation or potential
                            violation should be discussed with the Ethics
                            Committee, the Employee's Business Manager, and/or
                            the firm's senior management. Further, a violation
                            or potential violation of the Code by an Associate
                            or Partner of the firm will be discussed with the
                            Managing Partners. Sanctions for a violation of the
                            Code may be determined by the Ethics Committee, the
                            Employee's Business Manager, senior management, or
                            the Managing Partners depending on the Employee's
                            position at the firm and the nature of the
                            violation.

                            Transactions that violate the Code's personal
                            trading restrictions will presumptively be subject
                            to being reversed and any profit realized from the
                            position disgorged, unless the Employee establishes
                            to the satisfaction of the Ethics Committee that
                            under the particular circumstances disgorgement
                            would be an unreasonable remedy for the violation.
                            If disgorgement is required, the proceeds shall be
                            paid to any client disadvantaged by the transaction,
                            or to a charitable organization, as determined by
                            the Ethics Committee.

                            Violations of the Code's reporting and certification
                            requirements will result in a suspension of personal
                            trading privileges and may give rise to other
                            sanctions.

FURTHER INFORMATION         Questions regarding interpretation of this Code or
                            questions related to specific situations should be
                            directed to the Chief Compliance Officer, the
                            General Counsel or the Chair of the Ethics
                            Committee.

                            Revised: January 1, 2005

SYMBOL   NAME
------   ----
RSP      Rydex S&P Equal Weighted Index
DGT      streetTRACKS Dow Jones US Global Titan
DSG      streetTRACKS Dow Jones US Small Cap Growth
DSV      streetTRACKS Dow Jones US Small Cap Value
ELG      streetTRACKS Dow Jones US Large Cap Growth
ELV      streetTRACKS Dow Jones US Large Cap Value
FFF      streetTRACKS FORTUNE 500 Index
GLD      streetTRACKS Gold Shares
LQD      iShares Goldman Sachs $ InvesTop Corporate Bond
SHY      iShares Lehman 1-3 Year Treasury
IEF      iShares Lehman 7-10 Year Treasury
TLT      iShares Lehman 20+ Year Treasury
TIP      iShares Lehman TIPs
AGG      iShares Lehman Aggregate
EFA      iShares MSCI EAFE
EEM      iShares MSCI Emerging Markets
NY       iShares NYSE 100
NYC      iShares NYSE Composite
IJH      iShares S&P MidCap 400 Index Fund
IJJ      iShares S&P Midcap 400/BARRA Value
IJK      iShares S&P Midcap 400/BARRA Growth
IJR      iShares S&P SmallCap 600 Index Fund
IJS      iShares S&P SmallCap 600/BARRA Value
IJT      iShares S&P SmallCap 600/BARRA Growth
IOO      iShares S&P Global 100
OEF      iShares S&P 100 Index Fund
ISI      iShares S&P 1500
IVE      iShares S&P 500/BARRA Value Index Fund
IVV      iShares S&P 500 Index Fund
IVW      iShares S&P 500/BARRA Growth Index Fund
IWB      iShares Russell 1000 Index Fund
IWD      iShares Russell 1000 Value Index Fund
IWF      iShares Russell 1000 Growth Index Fund
IWM      iShares Russell 2000
IWN      iShares Russell 2000 Value
IWO      iShares Russell 2000 Growth
IWP      iShares Russell Midcap Growth
IWR      iShares Russell Midcap
IWS      iShares Russell Midcap Value
IWV      iShares Russell 3000 Index Fund
IWW      iShares Russell 3000 Value
IWZ      iShares Russell 3000 Growth
IYY      iShares Dow Jones U.S. Total Market Index Fund
JKD      iShares Morningstar Large Core

SYMBOL   NAME
------   ----
JKE      iShares Morningstar Large Growth
JKF      iShares Morningstar Large Value
JKG      iShares Morningstar Mid Core
JKH      iShares Morningstar Mid Growth
JKI      iShares Morningstar Mid Value
JKJ      iShares Morningstar Small Core
JKK      iShares Morningstar Small Growth
JKL      iShares Morningstar Small Value
VB       Vanguard Small Cap VIPERs
VBK      Vanguard Small Cap Growth VIPERs
VBR      Vanguard Small Cap Value VIPERs
VO       Vanguard MidCap VIPERs
VTI      Vanguard Total Stock Market VIPERs
VTV      Vanguard Value VIPERs
VUG      Vanguard Growth VIPERs
VXF      Vanguard Extended Market VIPERs
VV       Vanguard Large Cap VIPERs

This appendix may be amended at the discretion of the Ethics Committee.

Dated January 1, 2006

Personal Securities Transactions Appendix B

YOU MUST PRE-CLEAR AND REPORT THE FOLLOWING TRANSACTIONS:
Bonds (Including Government Agency Bonds, but excluding Direct Obligations of the U.S. Government)
Municipal Bonds
Stock
Closed-end Funds
Exchange Traded Funds not listed in Appendix A* Notes
Convertible Securities
Preferred Securities
ADRs
Single Stock Futures
Limited Partnership Interests (including hedge funds NOT managed by WMC) Limited Liability Company Interests (including hedge funds NOT managed by WMC) Options on Securities
Warrants
Rights

YOU MUST REPORT (BUT NOT PRE-CLEAR) THE FOLLOWING TRANSACTIONS:
Automatic Dividend Reinvestment
Stock Purchase Plan Acquisitions
Corporate Actions (splits, tender offers, mergers, stock dividends, etc.) Open-end Mutual Funds (other than money market funds) and variable insurance products advised or sub-advised by WMC, including offshore funds
("Wellington Managed Funds")
Transactions in the following ETFs: DIA, QQQQ, SPY, MDY* Gifts of securities to you over which you did not control the timing Gifts of securities from you to a not-for-profit organization, including a private foundation and donor advised fund Gifts of securities from you to an individual or donee other than a not-for-profit if the individual or donee represents that he/she has no present intention of selling the security

YOU DO NOT NEED TO PRE-CLEAR OR REPORT THE FOLLOWING TRANSACTIONS:
Open-end Mutual Funds not managed by WMC Offshore Funds not managed by WMC
Variable Insurance Products not managed by WMC ETFs listed on Appendix A
Direct Obligations of the U.S. Government (including obligations issued by GNMA
& PEFCO)
Money Market Instruments
Wellington Trust Company Pools
Wellington Sponsored Hedge Funds
Broad based Stock Index Futures and Options Securities Futures and Options on Direct Obligations of the U.S. Government Commodities Futures
Foreign Currency Transactions

* Effective January 1, 2006 DIA, QQQQ, SPY and MDY are not on Appendix A. The Chief Compliance Officer and the General Counsel have granted an exemption to the pre-clearance requirement for these ETFs, but transactions in these ETFs need to be reported as part of your quarterly reporting.

Personal Securities Transactions Appendix B

PROHIBITED TRANSACTIONS:
HOLDRS
Initial Public Offerings ("IPOs")

This appendix may be amended at the discretion of the Ethics Committee

Dated February 17, 2006

* Effective January 1, 2006 DIA, QQQQ, SPY and MDY are not on Appendix A. The Chief Compliance Officer and the General Counsel have granted an exemption to the pre-clearance requirement for these ETFs, but transactions in these ETFs need to be reported as part of your quarterly reporting.

                             PERMITTED                           RESTRICTIONS
                             ---------------------------------   ---------------------------------
ACCEPTING AN INDIVIDUAL      Gifts with a value of $100 or       Gifts of cash, gift certificates
GIFT                         less are generally permitted.       or other item readily convertible
                                                                 to cash cannot be accepted.
                                                                 Gifts valued at over $100 cannot
                                                                 be accepted.

ACCEPTING A FIRM GIFT                                            Employee's Business Manager must
                                                                 approve prior to accepting.

ACCEPTING ENTERTAINMENT      Permissible only if participation   Discouraged from accepting ticket
OPPORTUNITIES AND TICKETS    is occasional, host is present,     or entrance fee with face value
                             event has a legitimate business     over $200, more than one ticket,
                             purpose, ticket or entrance fee     ticket to high profile or unusual
                             has face value of $200 or less,     event, or event where numerous
                             event is not unusual or high        Wellington Employees are invited.
                             profile or could not be deemed      Business Manager approval
                             excessive.                          required for above situations and
                                                                 Employee must pay for ticket.

ACCEPTING LODGING            Employee cannot accept gift of      Employee must pay cost of lodging
                             lodging                             in connection with any
                                                                 entertainment opportunity.

ACCEPTING CAR/LIMO SERVICE   Exercise reasonable judgment and    Discouraged from accepting when
                             host must be present.               host is not present unless safety
                                                                 is a concern

ACCEPTING AIR TRAVEL-        Employee cannot accept gift of      Employee must pay air travel
COMMERCIAL                   air travel                          expenses in connection with any
                                                                 entertainment opportunity.

ACCEPTING AIR TRAVEL -       Employee cannot accept gift of      Employee cannot accept gift of
PRIVATE                      private air travel.                 private air travel.

GIVING GIFTS                 Gifts to clients valued at $100     Gifts valued at over $100 require
                             or less are acceptable provided     approval of employee's Business
                             gift is not cash or cash            Manager.
                             equivalent.
GIVING ENTERTAINMENT                                             Employees cannot source tickets
OPPORTUNITIES                                                    on behalf of clients from other
                                                                 employees or from ticket vendors.

Exhibit (p)(7)

CODE OF ETHICS
AND POLICIES GOVERNING
PERSONAL SECURITIES TRANSACTIONS

JULY 1, 2006

CODE OF ETHICS AND POLICIES GOVERNING
PERSONAL SECURITIES TRANSACTIONS

INTRODUCTION

This Code of Ethics and Policies Governing Personal Securities Transactions (the "Code") has been adopted by Shenkman Capital with respect to Shenkman Capital's investment advisory services to all of its clients (each, a "Client"), including a U. S. registered investment company or series thereof advised or sub-advised by Shenkman Capital (each, a "Fund"). The Code establishes standards and procedures for the detection and prevention of inappropriate personal securities transactions by persons having knowledge of the investments and investment intentions of a Client and addresses other situations involving a potential conflict of interest. Definitions of underlined terms are included in Appendix A.

This Code is intended to ensure that the personal securities transactions of persons subject to the Code are conducted in accordance with the following principles:

(i) the duty at all times to place first the interests of Clients;

(ii) the requirement that all personal securities transactions be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's responsibility and position of trust; and

(iii) the fundamental standard that Shenkman Capital personnel not take inappropriate advantage of their positions.

1. WHO IS COVERED BY THIS CODE

This Code applies to all directors, officers and team members of Shenkman Capital. Certain provisions apply only to Access Persons and Investment Personnel and portfolio managers. Shenkman Capital forbids any Access Person or Investment Personnel from engaging in any conduct which is contrary to this Code or Shenkman Capital's Policies to Detect and Prevent Insider Trading and related policies and procedures. All Access Persons are subject to the Code's restrictions and requirements regarding opening securities accounts, effecting securities transactions, reporting securities transactions, maintaining information and documents in a confidential manner, and other matters.

Failure to comply with this Code is a very serious matter and may result in disciplinary action, including, among other things, monetary fines, disgorgement of profits, and suspension or termination of employment.

2. PRE-CLEARANCE REQUIREMENT

All Access Persons must obtain prior written approval from the Review Officer (Richard Weinstein) or Assistant Review Officer (Teresa Cappella) before engaging in personal securities transactions involving: (i) the securities of a company with debt outstanding that is rated BBB+ or Baa1 or below; and (ii) shares of a Fund. Approvals will be valid until the close of business on the next business day after approval is granted.

3. PROHIBITED TRANSACTIONS

(A) ALL DIRECTORS, OFFICERS AND TEAM MEMBERS:

(i) PROHIBITION AGAINST FRAUDULENT CONDUCT. No director, officer or team member may use any information concerning a security held or to be acquired for a Client Account, or his or her ability to influence any investment decisions, for personal gain or in a manner detrimental to the interests of a Client. In addition, no director, officer or team member shall, directly or indirectly:

(1) employ any device, scheme or artifice to defraud a Client or engage in any manipulative practice with respect to a Client;

(2) make to a Client, any untrue statement of a material fact or omit to state to a Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(3) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client; or

(4) engage in any manipulative practice with respect to a Client.

(ii) CONFIDENTIALITY. Except as required in the normal course of carrying out their business responsibilities, no director, officer or team member shall reveal information relating to the investment intentions or activities of any Client, or securities that are being considered for purchase or sale on behalf of any Client Account.

(B) ACCESS PERSONS. In addition to the restrictions in Section 3(a), Access Persons are subject to the following restrictions:

(i) BLACKOUT PERIOD. Access Persons shall not purchase or sell a Covered Security that is held in a Client Account in a transaction over which such Access Person has direct or indirect influence or control on a day during which he or she knew or should have known a Client Account has a pending "buy" or "sell" order in that same security until that order is executed or withdrawn. For purposes of this Section 3 and Section 5, the: (i) common stock and any fixed income security of an issuer shall not be deemed to be the same security; and (ii) non-convertible preferred stock of an issuer shall be deemed to be the same security as the fixed income securities of that issuer; and (iii) convertible preferred stock of an issuer shall be deemed to be the same security as both the common stock and fixed income securities of that issuer; and (iv) the options of an issuer shall be deemed to be the same as the common stock of that issuer.

(1) BLACKOUT PERIOD EXCLUSIONS. The following transactions shall not be prohibited by this Code and are not subject to the limitations of Section 3(b):

(A) purchases or sales over which the Access Person has no direct or indirect influence or control (for this purpose, you are deemed to have direct or indirect influence or control over the accounts of a spouse, minor children and relatives residing in the Access Person's home);

(B) purchases which are part of an automatic dividend reinvestment plan;

(C) purchases or sales which are non-volitional on the part of the Access Person; and

(D) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer.

(ii) UNDUE INFLUENCE. Access Persons shall not cause or attempt to cause any Client Account to purchase, sell or hold any security in a manner calculated to create any personal benefit to them and shall not recommend any securities transactions for a Client Account without having disclosed their interest, if any, in such securities or the issuer thereof, including, without limitation, (i) beneficial ownership of any securities of such issuer, (ii) any position with such issuer or its affiliates and (iii) any present or proposed business relationship between the Access Person (or any party in which he or she has a significant interest) and such issuer or its affiliates.

(iii) CORPORATE OPPORTUNITIES. Access Persons shall not take personal advantage of any opportunity properly belonging to a Client.

(iv) OTHER PROHIBITED TRANSACTIONS. Access Persons shall not:

(1) induce or cause a Client Account to take actions or to fail to take action, for personal benefit rather than for the benefit of the Client Account;

(2) establish or maintain an account at a broker-dealer, bank or other entity through which securities transactions may be effected without written notice to the Review Officer or Assistant Review Officer prior to establishing such an account;

(3) use knowledge of portfolio transactions of a Client Account for their personal benefit or the personal benefit of others; or

(4) violate the anti-fraud provisions of the federal or state securities laws.

(C) INVESTMENT PERSONNEL. In addition to the restrictions in Sections 3(a) and (b), Investment Personnel are subject to the following restrictions:

(i) INITIAL PUBLIC OFFERINGS. Investment Personnel may not directly or indirectly acquire securities in an initial public offering without prior written approval from the Review Officer or Assistant Review Officer.

(ii) PRIVATE PLACEMENTS. Investment Personnel may not directly or indirectly acquire securities in a private placement unless the Review Officer or Assistant Review Officer determines whether the investment opportunity is appropriate, and therefore should be reserved, for a Client, and whether such opportunity is being offered to the Investment Personnel by virtue of Shenkman Capital's relationship with the Client. Any Investment Personnel who has taken a personal position through a private placement will be under an affirmative obligation to disclose that position in writing to the Review Officer or Assistant Review Officer if he or she plays a material role in the Client's subsequent investment decision regarding the same issuer; this separate disclosure must be made even though the Investment Personnel has previously disclosed the ownership of the privately placed security in compliance with the pre-clearance requirements of this section. Once disclosure is given, an independent review of the Client's investment decision will be made.

(iv) SERVICE AS A DIRECTOR. Investment Personnel shall not serve on the boards of directors of publicly traded companies, absent prior authorization based upon a determination by the Review Officer or Assistant Review Officer that the board service would not conflict with the interests of any Client.

(D) PORTFOLIO MANAGERS. In addition to the restrictions in Sections 3(a),
(b) and (c), no portfolio manager shall purchase or sell a Covered Security within seven calendar days before or after a Client Account for which the portfolio manager makes or participates in making a recommendation trades in that same security. Any profits realized on trades within this proscribed period shall be disgorged and given to charity.

4. REPORTING REQUIREMENTS

(A) REPORTING. Access Persons, must report to the Review Officer or Assistant Review Officer the information described in this Section with respect to transactions in any Covered Security in which they have, or by reason of such transaction acquire, any direct or indirect beneficial ownership.

(B) EXCLUSIONS FROM REPORTING. Purchases or sales in Covered Securities in an account in which the Access Person has no direct or indirect control are not subject to the reporting requirements of this Section.

(C) INITIAL HOLDING REPORTS. No later than ten (10) days after an Access Person becomes subject to this Code he or she must report the following information:

(i) the title, number of shares and principal amount of each Covered Security (whether or not publicly traded) in which the Access Person has any direct or indirect Beneficial Ownership as of the date he or she became subject to this Code;

(ii) the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the Access Person's direct or indirect benefit as of the date he or she became subject to this Code; and

(iii) the date that the report is submitted.

(D) QUARTERLY TRANSACTION REPORTS. No later than ten (10) days after the end of a calendar quarter, Access Persons must report the following information:

(i) with respect to any transaction during the quarter in a Covered Security (whether or not publicly traded) in which the Access Person has, or by reason of such transaction acquired, any direct or indirect Beneficial Ownership:

(1) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(2) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(3) the price of the Covered Security at which the transaction was effected;

(4) the name of the broker, dealer or bank with or through which the transaction was effected; and

(5) the date that the report is submitted.

(ii) with respect to any account established by the Access Person in which any Covered Securities (whether or not publicly traded) were held during the quarter for your direct or indirect benefit:

(1) the name of the broker, dealer or bank which established the account;

(2) the date the account was established; and

(3) the date that the report is submitted.

(E) ANNUAL HOLDINGS REPORTS. Annually, all Access Persons must report the following information (which information must be current as of a date no more than thirty (30) days before the report is submitted):

(i) the title, number of shares and principal amount of each Covered Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership;

(ii) the name of any broker, dealer or bank with whom you maintain an account in which any securities are held for his or her direct or indirect benefit; and

(iii) the date that the report is submitted.

(F) CERTIFICATION OF COMPLIANCE. All Access Persons are required to certify annually (in the form of Attachment A) that they have read and understood the Code and recognize that they are subject to the Code. Further, all Access Persons are required to certify annually that they have complied with all the requirements of the Code and have disclosed or reported all personal securities transactions pursuant to the requirements of the Code.

(G) ALTERNATIVE REPORTING. The submission to the Review Officer or Assistant Review Officer of duplicate broker trade confirmations and statements on all securities transactions shall satisfy the reporting requirements of this Section 4.

(H) REPORT QUALIFICATION. Any report may contain a statement that the report shall not be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Covered Securities to which the report relates.

(I) ACCOUNT OPENING PROCEDURES. All Access Persons shall provide written notice to the Review Officer or Assistant Review Officer prior to opening any account with any entity through which a Covered Securities transaction may be effected. In addition, Access Persons must promptly:

(i) provide full access to a Client, its agents and attorneys to any and all records and documents which a Client considers relevant to any securities transactions or other matters subject to the Code;

(ii) cooperate with a Client, or its agents and attorneys, in investigating any securities transactions or other matter subject to the Code.

(iii) provide a Client, its agents and attorneys with an explanation (in writing if requested) of the facts and circumstances surrounding any securities transaction or other matter subject to the Code; and

(iv) promptly notify the Review Officer or Assistant Review Officer or such other individual as a Client may direct, in writing, from time to time, of any incident of noncompliance with the Code by anyone subject to this Code.

5. AUTHORITY TO EXEMPT TRANSACTIONS

The Review Officer has the authority to exempt any Access Person or any personal securities transaction of a Access Person from any or all of the provisions of this Code if the Review Officer determines that such exemption would not be against any interests of a client. The Review Officer shall prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

6. REVIEW OFFICER

(A) DUTIES OF REVIEW OFFICER. Mr. Richard H. Weinstein, the Compliance Officer of Shenkman Capital, has been appointed as the Review Officer and Ms. Teresa R. Cappella, the Assistant Compliance Officer of Shenkman Capital, has been appointed as the Assistant Review Officer. The Review Officer or the Assistant Review Officer shall:

(i) review all securities transaction and holdings reports and maintain the names of persons responsible for reviewing these reports;

(ii) identify all persons subject to this Code who are required to make these reports and promptly inform each person of the requirements of this Code;

(iii) compare, on a quarterly basis, all Covered Securities transactions with each Client's completed portfolio transactions to determine whether a Code violation may have occurred;

(iv) maintain a signed acknowledgement by each person who is then subject to this Code; and

(v) identify persons who are Investment Personnel and inform those persons of their requirements to obtain prior written approval from the Review Officer or Assistant Review Officer prior to directly or indirectly acquiring ownership of a security in any private placement.

(B) POTENTIAL TRADE CONFLICT. When there appears to be a transaction that conflicts with the Code, the Review Officer or Assistant Review Officer may request a written explanation of the person's transaction. If after post-trade review, it is determined that there has been

a material violation of the Code, a report will be made by the Review Officer or Assistant Review Officer with a recommendation of appropriate action to the President or Directors of Shenkman Capital.

(C) REQUIRED RECORDS. The Review Officer or Assistant Review Officer shall maintain or cause to be maintained:

(i) a copy of any code of ethics adopted by Shenkman Capital which has been in effect during the previous five (5) years in an easily accessible place;

(ii) a record of any violation of any code of ethics and of any actions taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the violation occurs;

(iii) a copy of each report made by anyone subject to this Code as required by Section 4 for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;

(iv) a list of all persons who are, or within the past five years have been, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics adopted by Shenkman Capital, in an easily accessible place;

(v) a copy of each written report and certification required pursuant to Section 6(e) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place; and

(vi) a record of any decision, and the reasons supporting the decisions, approving the acquisition by Investment Personnel of privately placed securities for at least five (5) years after the end of the fiscal year in which the approval is granted.

(D) POST-TRADE REVIEW PROCESS. Following receipt of trade confirms and statements, transactions will be screened for violations of the Code, including the following:

(i) same day trades: transactions by Access Persons occurring on the same day as the purchase or sale of the same security by a Client Account for which they are an Access Person.

(ii) portfolio manager trades: transactions by a portfolio manager within seven calendar days before and after a Client Account for which the portfolio manager makes or participates in making a recommendation, trades in that same security.

(iii) potential conflicts: transactions by Access Persons in securities, which, within the most recent 15 days, are or have been held by a Client Account or are being or have been considered by Shenkman Capital for purchase by a Client Account.

(iv) other activities: transactions which may give the appearance that an Access Person has executed transactions not in accordance with this Code.

(E) SUBMISSION TO FUND BOARD. The Review Officer or Assistant Review Officer shall at least annually prepare a written report to the Board of Directors of a Fund listed in Appendix C that:

(i) describes any issues under this Code or its procedures since the last report to the Directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

(ii) certifies that Shenkman Capital has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code.

CODE OF ETHICS AND POLICIES GOVERNING
PERSONAL SECURITIES TRANSACTIONS

APPENDIX A: DEFINITIONS

(a) Access Person:

(i) of Shenkman Capital means each director or officer of Shenkman Capital, any team member or agent of Shenkman Capital, or any company in a control relationship to Shenkman Capital who, in connection with the person's regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by Shenkman Capital on behalf of a Client Account, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

(ii) any natural person in a control relationship to Shenkman Capital who obtains information concerning recommendations made to a Client by Shenkman Capital with regard to the purchase or sale of Covered Securities by Shenkman Capital on behalf of a Client Account;

(b) Act means the Investment Company of 1940, as amended.

(c) Beneficial Owner shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that the determination of direct or indirect beneficial ownership shall apply to all Covered Securities which an Access Person owns or acquires. A beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security.

Indirect pecuniary interest in a security includes securities held by a person's immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).

(d) Control means the power to exercise a controlling influence over the management or policies of a company, unless this power is solely the result of an official position with the company. Ownership of 25% or more of a company's outstanding voting securities is presumed to give the holder thereof control over the company. This presumption may be rebutted by the Review Officer or Assistant Review Officer based upon the facts and circumstances of a given situation.

(e) Covered Security means any security except:

(i) direct obligations of the Government of the United States;

(ii) banker's acceptances and bank certificates of deposits;

(iii) commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;

(iv) repurchase agreements covering any of the foregoing; and

(v) shares of registered open-end investment companies other than a Fund.

(f) Investment Personnel means

(i) any team member of Shenkman Capital who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by Shenkman Capital; and any individual who controls Shenkman Capital or a Client for which Shenkman Capital is an investment adviser and who obtains information concerning recommendations made to the Client regarding the purchase or sale of securities by Shenkman Capital on behalf of the Client Account.

(g) Purchase or sale includes, among other things, the writing of an option to purchase or sell.

(h) Security held or to be acquired by a Client Account means

(i) any Covered Security which, with the most recent 15 days (x) is or has been held by the applicable Client Account or (y) is being or has been considered by the Client or its investment adviser for purchase by the applicable Client; and

(ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security.

       EMPLOYEE          ACCESS PERSON   INVESTMENT PERSONNEL       AS OF DATE
       --------          -------------   --------------------   ------------------
Acampora, David                X                                May 27, 2003
Alston, Florence                                                May 30, 2001
Bangert, Todd                  X                                April 1, 2003
Barrow, Jordan                 X                   X            June 21, 2004
Bernhard, Ted                  X                   X            May 30, 2001
Bloch, Frank                   X                                December 20, 2004
Cappella, Teresa               X                   X            September 22, 2003
Cardoza, Jessica               X                                May 22, 2006
Christopoulos, Aspasia         X                                May 30, 2001
Condon, Raymond                X                   X            May 27, 2003
Dobbin, Eric                   X                   X            April 3, 2006
Doerner, Tom                   X                                May 8, 2006
Drane, Paul                    X                                May 15, 2006
Drugos, Alex                   X                                July 19, 2005
English, Raymond               X                                January 3, 2005
Flanagan, Mark                 X                   X            May 30, 2001
Gallo, Francis                 X                                November 4, 2002
Gallo, Jeffrey                 X                   X            September 6, 2005
Garvan, Sarah                  X                                October 31, 2005
George, Jill                   X                                August 1, 2005
Ghika, Ruxandra                X                                January 6, 2003
Grabine, Scott                 X                   X            September 4, 2001
Gray, Carla                    X                                September 27, 2005
Hackert, Paula                                                  May 30, 2001
Haggerty, Michelle             X                                November 3, 2003
Hekking, Kim                   X                                May 30, 2001
Hodes, Jason                   X                   X            May 30, 2001
Kanner, Michael                X                   X            February 25, 2002
Kapadia, Jessica               X                   X            July 19, 2004
Kaye, Shawn                    X                                April 21, 2003

       EMPLOYEE          ACCESS PERSON   INVESTMENT PERSONNEL       AS OF DATE
       --------          -------------   --------------------   ------------------
Keyes, Nicholas                X                                December 13, 2004
Leahy, Scott                   X                   X            May 2, 2005
Levine, Amy                    X                   X            November 12, 2002
Liu, Susan                     X                                August 22, 2005
Logan, Nicolas                 X                                January 30, 2006
Lupo, Nicole                   X                                June 23, 2003
Magness, Robert                X                                January 6, 2004
Maimone, Lauren                X                                September 1, 2005
Martinez, Arelys               X                                May 30, 2001
McBride, Colleen               X                                September 21, 2005
McCord, Josh                   X                                June 12, 2006
McGee, Evan                    X                                December 31, 2003
Meara, Eileen                  X                                May 30, 2001
Merrick, Regan                 X                                July 24, 2003
Naso, Greg                     X                   X            August 8, 2005
Ng, Kwok                       X                   X            December 23, 2002
Paltrowitz, Lawrence           X                   X            December 6, 2001
Petrino, Raymond               X                                May 30, 2001
Ruddy, Lisa                                                     April 22, 2002
Sarchese, Nicholas             X                   X            January 8, 2003
Savas, Jonathan                X                   X            April 12, 2004
Schweitzer, Steve              X                   X            May 30, 2001
Shenkman Greg                  X                   X            June 30, 2003
Shenkman, Mark R.              X                   X            May 30, 2001
Shirak, Todd                   X                   X            March 24, 2003
Singer, Ashley                 X                   X            August 11, 2003
Sorensen, Joseph               X                   X            November 19, 2002
Sprague, Mary Colette          X                                June 28, 2004
Stricker, Rob                  X                   X            October 1, 2001
Subramanian, Radha             X                   X            March 17, 2003
Sym, Christopher               X                   X            November 21, 2005
Tosto, John                    X                                October 3, 2005
Wahlig, Beth                   X                   X            September 15, 2003
Wechsler, Neil                 X                   X            July 1, 2002
Weinstein, Richard             X                   X            May 30, 2001
Whatmough, Molly               X                                July 18, 2005
Whitley, Frank                 X                   X            May 30, 2001

CODE OF ETHICS AND POLICIES GOVERNING
PERSONAL SECURITIES TRANSACTIONS

APPENDIX C

LIST OF FUNDS

AS OF JULY 2006

Members High Income Fund

Members Ultra Series High Income Fund

Dreyfus Premier High Income Fund

Harbor High-Yield Bond Fund

Exhibit (p)(8)

PARADIGM ASSET MANAGEMENT COMPANY, L.L.C.

CODE OF ETHICS

I. STATEMENT OF POLICY

This Code of Ethics ("Code") is designed to ensure that those individuals who have access to information regarding the portfolio securities activities of clients of Paradigm Asset Management Company, L.L.C. ("Paradigm") not use information concerning such clients' portfolio securities activities for his or her personal benefit and to the detriment of such client. This Code also sets forth procedures designated to aid Paradigm in complying with certain of the rules promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940 ("Advisers Act").

This Code is intended to cover all Supervised Persons (as this and other capitalized terms are defined in Section III of this Code) of Paradigm. All Supervised Persons are subject to and bound by the terms of this Code.

II. GENERAL PRINCIPLES

All persons subject to this Code should keep the following general fiduciary principles in mind in discharging his or her obligations under the Code. Each person subject to this Code shall:

A. conduct all professional responsibilities in accordance with applicable federal securities laws;

B. at all times, place the interest of Investment Advisory Clients before his or her personal interest consistent with Paradigm's fiduciary duty to its Investment Advisory clients;

C. conduct all personal securities transactions in a manner consistent with this Code, so as to avoid any actual or potential conflicts of interest, or an abuse of position of trust and responsibility; and

D. not take any inappropriate advantage of his or her position with or on behalf of any Investment Advisory Client.

E. Not receive or give gifts if intended to improperly influence, or would have the appearance of improperly influencing, any broker, dealer, investment adviser, financial institution, current or former client, any supplier of goods or services to Paradigm or its clients, or any company whose Securities have been purchased or sold or considered for purchase or sale on behalf of Paradigm's clients.

III. DEFINITIONS

A. "Access Person" shall mean any director, officer, member (provided, however, that with respect to a member which is other than a natural person, such member shall not be deemed an "Access Person," but certain of its employees may be deemed to be an Access Person) or Supervised Person who, in connection with his or her regular functions or duties, makes, participates in or obtains nonpublic information regarding the purchase or sale of Securities by an Investment

Advisory Client or whose functions relate to any recommendations with respect to such purchases or sales, or who has access to such recommendations that are nonpublic.

B. "Paradigm" shall mean Paradigm Asset Management Company, L.L.C.

C. "Beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Application of this definition is explained in more detail in Appendix A attached hereto, but generally includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares, a direct or indirect pecuniary or voting interest in a security.

D. "Code" shall mean this Code of Ethics.

E. A Security is being "considered for purchase or sale" when Paradigm has undertaken a project to report on a specific Security or to prepare a draft or final report on such Security or if a recommendation has been made by any Portfolio Manager or member of the Investment Committee with respect to a Security (and, with respect to Portfolio Managers and members of the Investment Committee, if such person is considering making such a recommendation).

F. "Control" shall mean the power to exercise a controlling influence on the management or policies of a company, unless such power is solely the result of an official position with such company.

G. "Designated Officer" shall mean the Chief Compliance Officer of Paradigm, who shall be responsible for monitoring Paradigm's compliance with this Code and preclearing personal Security transactions as required by this Code, provided, however, that if the Designated Officer is required to obtain approval from, or submit a report to, the Designated Officer hereunder, he shall seek such approval from, or submit such report to a person designated by the President of Paradigm or, if no such person is designated, the President of Paradigm who shall for such purpose be deemed the Designated Officer.

H. "Employee" means any person who is employed by Paradigm in exchange for predetermined and periodic financial compensation.

I. The "federal securities laws" means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

J. "Immediate Family" of an Access Person means any of the following persons (including adoptive relationships) who reside in the same household as the Access Person:

Child                 Grandparent              Son-in-law
Stepchild             Spouse                   Daughter-in-law
Grandchild            Sibling                  Brother-in-law
Parent                Mother-in-law            Sister-in-law
Stepparent            Father-in-law

K. "Investment Advisory Clients" shall mean any client of Paradigm and any other client or account which is advised or subadvised by Paradigm as to the value of Securities or as to the advisability of investing in, purchasing or selling Securities.

L. "Investment Committee" means the Investment Committee of Paradigm or any other body of Paradigm serving an equivalent function.

M. "Portfolio Manager" shall mean any Access Person with direct responsibility and authority to make investment decisions affecting any Investment Advisory Client and shall include, without limitation, all members of Paradigm's Investment Committee.

N. A "purchase" or "sale" of a Security includes, among other things, the purchase or writing of an option to purchase or sell a Security.

O. "Reportable Fund" means: (i) any fund for which Paradigm serves as an investment adviser as defined in Section 2(a)(20) of the 1940 Act; or (ii) any fund whose investment adviser or principal underwriter controls Paradigm, is controlled by Paradigm, or is under common control of Paradigm. For purpose of this section, "control" has the same meaning as it does in Section 2(a)(9) of the 1940 Act. (Generally, this means funds advised by the Paradigm).

P. "Reportable Security" means any Security with the exception of:
(i) direct obligations of the Government of the United States;
(ii) banker's acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; (iv) shares issued by open-end funds, other than Reportable Funds; and shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

Q. "Security" shall have the meaning as set forth in Section 202(a)(18) of the Advisers Act (in effect, all securities), except that it shall not include direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, shares issued by money market funds, shares of mutual funds, and shares issued by unit investment trusts that are invested exclusively in one or more mutual funds.

R. A "Supervised Person" is a member, officer, director and Employee, as well as any other person who provides advice on behalf of Paradigm and are subject to Paradigm's supervision and control.

IV. RESTRICTIONS

A. Private Placement, OTC Trading, Initial Public Offerings and Limited Offerings -- with regards to private placements, transactions in securities which are not listed on the New York Stock Exchange or American Stock Exchange, or traded in the National Association of Securities Dealers Automated Quotation System (together "Unlisted Securities") and purchases of Securities in initial public offerings ("IPOs") or limited offerings:

1. Each Access Person contemplating the acquisition of direct or indirect beneficial ownership of a Security in a private placement transaction, a Security which is an Unlisted Security or a Security in an IPO or limited offering, shall obtain express prior written approval from the Designated Officer for any such acquisition (who, in making such determination, shall consider among other factors, whether the investment opportunity should be reserved for one or more Investment Advisory Clients, and whether such opportunity is being offered to such Access Person by virtue of his or her position with Paradigm); and

2. If an Access Person shall have acquired direct or indirect beneficial ownership of a Security of an issuer in a private placement transaction, of a Security which is an unlisted Security or a Security in an IPO or limited offering, such Access Person shall disclose such personal investment to the Designated Officer prior to each subsequent recommendation to any Investment Advisory Client for which he or she acts in a capacity as an Access Person, for investment in that issuer.

3. If an Access Person shall have acquired direct or indirect beneficial ownership of a Security of an issuer in a private placement transaction, of a Security which is an Unlisted Security or a Security in an IPO or limited offering, any subsequent decision or recommendation by such Access Person to purchase Securities of the same issuer for the account of an Investment Advisory Client shall be subject to an independent review by advisory personnel with no personal interest in the issuer.

B. Nonpublic Material Information

No Supervised Person shall utilize nonpublic material information about any issuer of Securities in the course of rendering investment advice or making investment decisions on behalf of Paradigm or its Investment Advisory Clients. Nonpublic material information is material information not generally available to the public. No Supervised Person should solicit from any issuer of Securities any such nonpublic material information. Any Supervised Person inadvertently receiving nonpublic information regarding Securities held by an Investment Advisory Client of Paradigm should notify the Designated Officer immediately.

C. Transactions with Investment Advisory Clients

No Supervised Person shall knowingly sell to or purchase from any Investment Advisory Client any Security or other property of which he or she has, or by

reason of such transaction acquires, direct or indirect beneficial ownership, except Securities of which such Investment Advisory Client is the issuer.

V. COMPLIANCE PROCEDURES

A. Preclearance

1. All requests for preclearance pursuant to Section IV.a. must be set forth in writing on a standard Personal Trading Request and Authorization Form (a copy of which is attached hereto as Exhibit B).

2. Paradigm shall cause to be maintained such "restricted lists" or other documents or devices as shall be necessary and appropriate to facilitate the restrictions found in
Section IV.b.

B. Reporting Requirements

Supervised Persons of Paradigm may open and retain Accounts. However, every Access Person of Paradigm must provide initial and periodic reports to the Designated Officer that contain the information described below. All reports are to be filed with the Designated Officer. It is Paradigm's policy that each Access Person must arrange, if possible, for their brokerage firm(s) to send automatic duplicate account statements for themselves and any accounts any which they hold a beneficial ownership to the following person:

Gregory Pai Chief Compliance Officer Paradigm Asset Management, L.L.C. 445 Hamilton Avenue, 12th Floor, Room 1203 White Plains, New York 10601 Attention: Chief Compliance Officer

The initial, quarterly and annual reporting requirements, described below, may be conveniently satisfied through Paradigm's requirement that all Access Persons arrange for automatic duplicate account statements to be sent by each brokerage firm for all Access Persons' personal accounts including accounts in which the Access Persons have a beneficial ownership. The account statements must be received by the Designated Officer within the time period for which the report it is replacing was to be submitted to the Designated Officer. In the event that a duplicate account statement does not contain all of the reporting information required for quarterly reports under Section V.B. of this Code, it is Paradigm's policy that Access Persons arrange for their trade confirmations to be provided to the Designated Officer or his designee if such trade confirmations supplement the missing required information.

However, please note that trade confirmations may not be used to supplement missing required information for the initial and annual holdings reports in the event that a duplicate account statement does not contain all the reporting information required under Section V.B. of this Code. If the account statements do not contain all of the information required to be found in an initial and annual holdings report, then the Access Person must submit an actual report containing all of the required information as described below. If the trade confirmations and

account statements together do not contain all of the information required to be found in a quarterly report, then the Access Person must submit an actual report containing all the required information as described below.

Access Persons who do not have brokerage Accounts and have no investment transactions must submit a quarterly report no later than thirty (30) days after the end of each calendar quarter to report and confirm that no personal Securities transactions have occurred and that no personal accounts have been opened or investments made during the quarter.

1. Initial Holdings Reports

Every Access Person shall, no later than ten (10) days after the person becomes an Access Person and no later than ten
(10) days after opening any new brokerage or investment accounts, file an initial holdings report (a copy of which is attached hereto as Exhibit C) current within 45 days prior to the date the person became an Access Person containing the following information:

a. The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares (for equity Securities), and principal amount (for debt Securities) of each Reportable Security in which the Supervised Person has any direct or indirect beneficial ownership when the person becomes a Supervised Person;

b. The date that the report is submitted by the Access Person; and

c. The name of any broker, dealer or bank with whom the Access Person maintains an account in which any Securities are held for the direct or indirect benefit of the Access Person.

2. Quarterly Transaction Reports

Every Access Person must, no later than thirty (30) days after the end of a calendar quarter, file a completed quarterly report with any transactions during the quarter in a Reportable Security in which the Access Person had any direct or indirect beneficial ownership containing the following information:

a. The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares (for equity Securities), and principal amount (for debt Securities) of each Reportable Security involved;

b. The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

c. The price of the Reportable Security at which the transaction was effected;

d. The name of the broker, dealer or bank with or through whom the transaction was effected; and

e. The date that the report is submitted by the Access Person.

3. Annual Holdings Report

Every Access Person shall, no later than February 14 each year, file a completed annual holdings report containing the following information current as of the preceding December 31:

a. The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares (for equity Securities), and principal amount (for debt Securities) of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership;

b. The name of any broker, dealer or bank with whom the Access Person maintains an account in which any Securities are held for the direct or indirect interest of the Access Person; and

c. The date that the report is submitted by the Access Person.

4. Review of Holdings Reports

The Designated Officer, at his discretion, may impose sanctions against those Supervised Persons who do not file completed transaction reports in a timely fashion.

The Designated Officer or his designee shall at least annually identify all Access Persons who are required to file reports pursuant to this Code and will inform such Access Persons of their reporting obligations.

5. Exceptions to Reporting Requirements

An Access Person need not submit:

a. Any report with respect to Securities held in accounts over which the Access Person had no direct or indirect influence or control;

b. A quarterly report with respect to transactions effected pursuant to an automatic investment plan;

c. A quarterly report if the report would duplicate information contained in broker trade confirmations or account statements that Paradigm holds in its records so long as the Designated Officer receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

VI. INITIAL AND ANNUAL CERTIFICATION

A. All Supervised Persons are required to read and retain this Code and any amendments to this Code and to sign and return the Acknowledgement Form (a copy of which is attached hereto as Exhibit D) to the Designated Officer upon commencement of employment or other services, and once each calendar year thereafter not later than February 15th. Each Supervised Person must acknowledge that he or she has:

1. Received, read, understands and agrees to abide by this Code and any amendments to this Code;

2. Complied with all requirements of this Code and any amendments to this Code; and

3. Reported all accounts, holdings and transactions as required by this Code and any amendments to this Code.

B. The Designated Officer will periodically review the quarterly transaction reports and annual holdings reports. The Designated Officer will also review all Supervised Persons' Code of Ethics Annual Certifications to determine if any Supervised Person has failed to comply with such or other provisions of this Code of Ethics. The Designated Officer will include a written description of such failure and a description of those remedial steps which have been taken. Copies of the foregoing descriptions shall be given to the President of Paradigm.

VII. REPORTING OF VIOLATIONS

All Supervised Persons have an affirmative obligation to promptly report any violations of this Code to the Designated Officer. Failure to do so is itself a violation of this Code. In the event that a matter implicates the Designated Officer, notice of a violation may be provided to the President of Paradigm.

Paradigm shall not retaliate or tolerate any retaliation against anyone who in good faith reports a violation to the Designated Officer. The Designated Officer shall not reveal the identity of anyone who reports a violation and who asks that their identity remain confidential, and shall not make any effort, or tolerate any effort, to ascertain the identity of any person who reports a violation anonymously, unless such information is required to be disclosed by law or applicable legal process or by applicable securities or commodities exchange, self-regulatory organization or other rules or regulations or disclosure of such information, or ascertaining such identity, supported by a clear and compelling interest of clients that is sufficient in the particular case to overcome an expectation of anonymity.

VIII. SANCTIONS

A. Forms of Sanction

Any Supervised Person who is determined to have violated any provision of this Code shall be subject to sanctions, which may include, but are not limited to, any one or more of the following: censure, imposition of a fine, suspension without

pay, demotion, termination of employment, disgorgement of any profits realized on transactions in violation of this Code or any other remedy which senior management deems appropriate for the violation of this Code.

B. Procedures

If the Designated Officer finds that a material violation has occurred, he shall report the violation and the suggested corrective action and sanctions to the President of Paradigm, who may at the request of the individual involved review the matter, and shall impose such sanction as he deems appropriate.

VIII. REVIEW

The Designated Officer will annually review the adequacy of the Code and the effectiveness of its implementation.

IX. MISCELLANEOUS PROVISIONS

A. Access Persons

The Designated Officer will identify all Access Persons who are under a duty to make reports to Paradigm and will inform such persons of such duty. The Designated Officer will list all Access Persons in the List of Access Persons (a copy of which is attached hereto as Exhibit E). Any failure by the Designated Officer to identify an Access Person in the List of Access Persons or notify any person of his or her duties under this Code shall not relieve such person of his or her obligations hereunder.

B. Records

Paradigm shall maintain records as required by Rule 204-2 under the Advisors Act.

Dated as of October 5, 2004

Last updated as of June 2, 2006

APPENDIX A

PARADIGM ASSET MANAGEMENT COMPANY, L.L.C.

EXAMPLES OF BENEFICIAL OWNERSHIP

The Code of Ethics relates to the purchase or sale of securities of which an Access Person has a direct or indirect "beneficial ownership" except for purchases or sales over which such individual has no direct or indirect influence or control.

EXAMPLES OF BENEFICIAL OWNERSHIP

What constitutes "beneficial ownership" has been dealt with in a number of SEC releases and has grown to encompass many diverse situations. These include securities held:

a) by you for your own benefit, whether bearer, registered in your own name, or otherwise;

b) by others for your benefit (regardless of whether or how registered), such as securities held for you by custodians, brokers, relatives, executors or administrators;

c) for your account by pledges;

d) by a trust in which you have an income or remainder interest. Exceptions: where your only interest is to get principal if (1) some other remainderman dies before distribution, or (2) if some other person can direct by will a distribution of trust property or income to you;

e) by you as trustee or co-trustee, where either of you or members of your immediate family, i.e., spouse, children, and their descendants, step-children, parents and their ancestors, and step-parents (treating a legal adoption as blood relationship), have an income or remainder interest in the trust;

f) by a trust of which you are the settler, if you have the power to revoke the trust without obtaining the consent of all the beneficiaries;

g) by any partnership in which you are a partner;

h) by a personal holding company held by you alone or jointly with others;

i) in the name of your spouse unless legally separated;

j) in the name of minor children or in the name of any relative of yours or of your spouse (including an adult child) who is presently sharing your home. This applies even if the Securities were not received from you and the dividends are not actually used for the maintenance of your home;

k) in the name of another person (other than those listed in (i) and
(j) just above), if by reason of any contract, understanding, relationship, agreement, or other arrangement, you obtain benefits substantially equivalent to those of ownership; or

l) in the name of any person other than yourself, even though you do not obtain benefits substantially equivalent to those of ownership (as described in (k) just above), if you can vest or revest title in yours.

EXHIBIT B

PARADIGM ASSET MANAGEMENT COMPANY, L.L.C.

PERSONAL TRADING REQUEST AND AUTHORIZATION

Personal Trading Request (to be completed by access person prior to any personal trade):

Name: __________________________________________________________________________ Date For Which You Seek Approval: ______________________________________________

Are you aware of any facts regarding the proposed transaction, including the existence of any substantial economic relationship, between the proposed transaction and any securities held or to be acquired by Paradigm that may be relevant to a determination as to the existence of a potential conflict of interest?(1)

Yes___ No___

If yes, please describe:

To the best of your knowledge and belief, the answers that you have provided above are true and correct.

-------------------------                    -----------------------------------
Date                                         Signature





-------------------------
         (1) Facts that would be responsive to this question include, for

example, the receipt of "special favors" from a stock promoter, such as participation in a private placement or initial public offering. Another example would be investment in securities of a limited partnership that in turn owned warrants of a company formed for the purpose of effecting a leveraged buy-out in circumstances where Paradigm might invest in securities related to the leveraged buy-out. The foregoing are only examples of pertinent facts and in no way limit the types of facts that may be responsive to this question.

_________      I confirm that the above-described proposed transaction appears
               to be consistent with the policies described in the Code and that
               the conditions necessary(2) for approval of the proposed
               transaction have been satisfied.

_________      I do not believe the above-described proposed transaction is
               consistent with the policies described in the Code or that the
               conditions necessary for approval of the proposed transaction
               have been satisfied.



Dated:                                  Signed:
       ------------------                       --------------------------------
                                                Title:
                                                       -------------------------

EXHIBIT C

PARADIGM ASSET MANAGEMENT COMPANY, L.L.C.

INITIAL HOLDINGS REPORT

To: _________________________________________, Designated Officer

From: _________________________________________________

(Your Name)

Date: _________________________________________________

This Initial Holdings Report (the "Report") is submitted pursuant to the Code of Ethics of Paradigm Asset Management Company, L.L.C. and supplies information with respect to securities in which I may be deemed to have, or to have had, any direct or indirect Beneficial Ownership interest (whether or not such security is a security held or to be acquired by the Fund).

Unless the context otherwise requires, all terms used in the Report shall have the same meaning as set forth in the Code of Ethics.

For purposes of the Report Beneficial Ownership shall be interpreted subject to the provisions of the Code of Ethics and Rule 16a-1(a)(2) of the Securities Exchange Act of 1934.

                                                                                                 Name of the Broker,
                                                                                                 Dealer or Bank With
                          Exchange Ticker                                                        Whom Account in
                          Symbol or CUSIP                                  Principal Amount      Which Securities Were
Title of Securities       Number (as applicable)     Number of Shares      of Securities         Held is Maintained
-------------------       ----------------------     ----------------      -------------         ------------------

EXHIBIT D

PARADIGM ASSET MANAGEMENT COMPANY, L.L.C.

This Code of Ethics is an important document prepared to insure your familiarity with the policies, rules and procedures of Paradigm Asset Management Company, L.L.C. ("Paradigm").

Please read the following statements, check the boxes which correspond to each statement indicating your understanding and adherence to the statements and sign below to indicate your receipt and acknowledgement of Paradigm's Code of Ethics dated as of April 6, 2006:

[ ] I understand that the policies, rules and procedures described in the Code of Ethics are subject to change at the sole discretion of Paradigm at any time.

[ ] I have received and read a copy of Paradigm's Code of Ethics, including any amendments thereto. I have addressed any questions I had regarding the Code of Ethics and the amendments thereto to the Designated Officer.

[ ] I understand that Paradigm may require an additional signature from me should the content of this Code be changed in any way to indicate that I am aware of and understand any new policies, rules and procedures.

[ ] With regard to the past year, I arranged for a duplicate copy of all brokerage statement(s) and or broker confirmation statement(s) required under this Code to be sent to the Designated Officer. For any quarter in which I did not arrange for a copy of all brokerage statement(s) and or brokerage confirmation statement(s) to be sent to the Designated Officer, I affirm that I had no transactions during that quarter which required a transaction report.

[ ] I affirm that I have complied with the requirements of the Code of Ethics over the past year and have reported any violations of the Code of Ethics of which I am aware.

[ ] I affirm that I have disclosed all personal securities transactions over the past year required to be disclosed by the Code of Ethics and have sought and obtained preclearance whenever required by the Code of Ethics.

My signature below certifies that to the best of my knowledge the information furnished in this report is true and correct.

-------------------------               ------------------------
Employee's Printed Name                 Position



-------------------------               -------------------------
Employee's Signature                    Date

EXHIBIT E

LIST OF ACCESS PERSONS

The Designated Officer of Paradigm Asset Management Company, L.L.C. ("Paradigm") hereby identifies these employees of Paradigm as Access Persons. The failure of the Designated Officer to include any employee in this list does not relieve that employee of his duties under this Code of Ethics. Furthermore, the failure of the Designated Officer to identify in this List of Access Persons any employee who falls within the definition of Access Person does not relieve that employee of the duties and responsibilities of Access Persons under this Code.

1.  Introduction and Purpose of the Code of Ethics.........................    2
2.  Statement of General Principles........................................    3
3.  Standards of Business Conduct..........................................    3
4.  Definitions............................................................    5
5.  All Employees--Restrictions on Outside Business Activities.............    9
6.  All Employees--Restrictions on Gifts from Business Associates..........    9
7.  All Employees--Investments in Oppenheimer Funds........................    9
8.  All Employees and Access Persons--Requirements for Personal Accounts...   10
9.  Access Persons--Prohibited Transactions in Securities..................   10
10. Investment Persons--Prohibited Transactions in Securities..............   11
11. Reporting Requirements.................................................   13
12. Certifications.........................................................   16
13. Independent Directors..................................................   16
14. Penalties and Sanctions................................................   16
15. Duties of the Code of Ethics Oversight Committee.......................   17
16. Duties of the Code Administrator.......................................   17
17. Recordkeeping..........................................................   18
18. Amendments.............................................................   19

1. INTRODUCTION AND PURPOSE OF THE CODE OF ETHICS.

As an investment management firm, OppenheimerFunds, Inc., its affiliates and subsidiaries (collectively defined below as "OFI"), owe a fiduciary responsibility to our clients, including the Oppenheimer funds. Accordingly, OFI and every Employee of OFI owe those clients a duty of undivided loyalty. Our clients entrust us with their financial well-being and expect us to act in their best interests at all times. OFI seeks to maintain a reputation for fair dealing, honesty, candor, objectivity and unbending integrity by conducting our business on a set of shared values and principles of trust.

This Code of Ethics ("Code") establishes standards of conduct expected of all Employees and addresses conflicts that arise from Employees' personal trading and other activities. EVERY EMPLOYEE OF OFI IS EXPECTED TO FULLY UNDERSTAND AND ADHERE TO THE POLICIES AND PROCEDURES SET FORTH IN THIS CODE. As each Employee must be aware, we work in a highly regulated industry and are governed by an ever-increasing body of federal, state, and international laws and numerous rules and regulations which, if not observed, can subject OFI and/or its Employees to regulatory sanctions.

The investment companies for which OFI or Centennial Asset Management Corporation ("CAMC") acts as investment adviser (collectively referred to as the "Oppenheimer Funds"); (ii) OFI, CAMC, OFI's other subsidiaries or directly controlled affiliates that are registered investment advisers(1); and (iii) OppenheimerFunds Distributor, Inc. ("OFDI"), the principal underwriter of the Oppenheimer Funds (hereinafter, these entities are collectively referred to as "OFI"), have adopted this Code of Ethics ("Code") in compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended ("1940 Act"), or Rule 204A-1 under the Investment Advisers Act of 1940, as amended ("Advisers Act").

The Code is designed to establish procedures for the detection and prevention of activities by which persons having knowledge of the holdings, recommended investments and investment intentions of the Oppenheimer Funds, other investment companies and other clients for which OFI acts as adviser or sub-adviser (collectively, "Advisory Clients") may abuse their fiduciary duties, and otherwise to deal with the type of conflict of interest situations addressed by Rule 17j-1 and Rule 204A-1.

Although the Code is intended to provide each Employee with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue an Employee may face. In this regard, OFI also maintains other compliance-oriented policies and procedures (including among others, a Code of Conduct, a Gift Policy, a Policy to Detect and Prevent Insider Trading and a Policy Governing Dissemination of Fund Portfolio Holdings) that

may be directly applicable to an Employee's specific responsibilities and duties. (Those other policies and this Code are available to all OFI employees through OFI's internal employee website (OPnet).) Nevertheless, this Code should be viewed as a guide for each Employee and OFI with respect to how we jointly must conduct our business to live up to our guiding tenet that the interests of our clients and customers must always come first.

If you have any questions about this Code, you should discuss them with the Code Administrator as soon as possible to ensure that you remain in compliance with the Code at all times. In the event that any provision of this Code conflicts with any other OFI policy or procedure, the provisions of this Code shall apply. Please understand that you are expected to adhere to all company policies at all times.

ALL OFI EMPLOYEES ARE EXPECTED TO READ THE CODE CAREFULLY AND OBSERVE AND ADHERE TO ITS GUIDANCE AT ALL TIMES. All OFI Employees have an obligation to provide notice to the Code Administrator on a timely basis if there is a change to their duties, responsibilities or title which affects their reporting status under this Code.

2. STATEMENT OF GENERAL PRINCIPLES. In general, every Employee must observe the following fiduciary principles with respect to his or her personal investment activities:

(a) At all times, each Employee must place the interests of Advisory Clients first;

(b) All personal securities transactions of each Employee must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of the Employee's position of trust and responsibility; and

(c) No Employee should take inappropriate advantage of his or her position at OFI.

3. STANDARDS OF BUSINESS CONDUCT

Although the reporting requirements in Section 11 of this Code apply to all Employees, the specific trading and pre-approval provisions in sections 9 and 10 are concerned primarily with those investment activities of an "Access Person" and an "Investment Person" (as defined in Section 4) who may benefit from or interfere with the purchase or sale of portfolio securities by Advisory Clients. However, all Employees are prohibited from using information concerning the investment intentions of Advisory Clients for personal gain or in a manner detrimental to the interests of any Advisory Client. In this regard, each Employee also should refer to the separate Code of Conduct which governs certain other activities of Employees. In addition to this Code and the separate Code of Conduct, all Employees must comply with the following general standards of business conduct.

(a) Compliance with Laws and Regulations. All Employees must comply with all federal, state and local laws, rules and regulations applicable to the business or

operations of OFI, including, but not limited to, the federal securities laws.(2) In particular, Employees (including all Access Persons) are not permitted, in connection with the purchase or sale, directly or indirectly, of a Security Held or to Be Acquired by an Advisory Client, to:

(i) employ any device, scheme or artifice to defraud such Advisory Client;

(ii) make to such Advisory Client any untrue statement of a material fact or omit to state to such Advisory Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such Advisory Client; or

(iv) engage in any manipulative practice with respect to such Advisory Client.

(b) Conflicts of Interest. As a fiduciary, OFI has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. All Employees must try to avoid situations that have even the appearance of conflict or impropriety. (See also the section titled "Conflicts of Interests" in the separate Code of Conduct.)

(c) Conflicts Among Client Interests. Conflicts of interest may arise when OFI or its Employees have reason to favor the interests of one client over another client (e.g., larger accounts over smaller accounts, accounts compensated by performance fees over accounts not so compensated, accounts in which Employees have made material personal investments, accounts of close friends or relatives of Employees). Such inappropriate favoritism of one client over another client would constitute a breach of fiduciary duty and is expressly prohibited. (See also the section titled "Conflicts of Interests" in the separate Code of Conduct.)

(d) Competing with Client Trades. All Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities. This means that no Employee may purchase or sell a security for his or her personal account with actual knowledge that an order to buy or sell the same security has been made for an Advisory Client or is being considered for an Advisory Client until such

information is made publicly available. Conflicts raised by personal securities transactions also are addressed more specifically in Sections 7-10 of this Code.

(e) Confidentiality of Advisory Client Transactions. Until disclosed in a public report to shareholders or to the SEC in the normal course, all information concerning Securities "Being Considered for Purchase or Sale" by any Advisory Client shall be kept confidential by all Employees and disclosed by them only on a need to know basis in accordance with Policy Governing Dissemination of Fund Portfolio Holdings or any other related policies adopted by OFI from time to time. (See also the section titled "Confidentiality" in the Code of Conduct.)

(f) Disclosure of Oppenheimer Funds Portfolio Holdings. Until publicly disclosed, an Oppenheimer Fund's portfolio holdings are proprietary, confidential business information. All Employees are subject to OFI's and the Funds' separate "Policy Governing Dissemination of Fund Portfolio Holdings" which sets forth the conditions under which an Employee may disclose information about an Oppenheimer Fund's portfolio holdings. In general, the policy is designed to assure that information about portfolio holdings is distributed in a manner that conforms to applicable laws and regulations and to prevent that information from being used in a manner that could negatively affect a fund's investment program or otherwise enable third parties to use that information in a manner that is not in the best interests of a Fund. Generally, any non-public portfolio holding information may only be distributed pursuant to a confidentiality agreement approved by OFI's Legal Department.

(g) Insider Trading. All Employees are subject to OFI's separate insider trading policies and procedures which are considered an integral part of this Code. In general, all Employees are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information. Employees are also prohibited from communicating material nonpublic information to others in violation of the law.

(h) Personal Securities Transactions. All Employees must strictly comply with OFI's policies and procedures regarding personal securities transactions. As explained in further detail throughout this Code, the Code sets forth the certain standards for personal trading by persons subject to its provisions. For example, no Employee may purchase or sell a security for his or her personal account with actual knowledge that an order to buy or sell the same security has been made for an Advisory Client or is being considered for an Advisory Client until such information is made publicly available. In general, persons who may have greater access to investment and trading information (i.e., Access Persons and Investment Persons) are subject to greater restrictions on their trading. (See also the section titled "Personal Investing" in the Code of Conduct.)

4. DEFINITIONS - As used herein:

"Advisory Client" means any Oppenheimer Fund, other investment company or other client for which OFI act as adviser or sub-adviser.

"Access Person" means any officer, director, general partner, Investment Person, trustee or certain other Employees (as described immediately below) of:
OFI, OFDI, CAMC, OFI

Institutional Asset Management, Inc.; HarbourView Asset Management Corporation, Trinity Investment Management Corporation; OFI Private Investments, Inc., Oppenheimer Real Asset Management, Inc., any of the Oppenheimer Funds, any other entity adopting this Code; or any persons directly controlled by OFI who directly or indirectly control (as defined in the 1940 Act) the activities of such persons.

An Access Person also means any natural person in a control (as defined in the 1940 Act) relationship to any Oppenheimer Fund or OFI (or any company in a control relationship to an Oppenheimer Fund or OFI) who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Securities by the Fund.

Notwithstanding the definitions above, for purposes of the personal account requirements under Section 8, the reporting requirements under Section 11 and the certification requirements under Section 12 of this Code, an "Independent Director" (or a non-independent director who is not otherwise an employee of OFI or an Access Person) of an Oppenheimer Fund is NOT considered an Access Person.

An Employee also is an Access Person if:

(i) in connection with his or her regular functions or duties, that Employee makes, participates, in or obtains information regarding, the purchase or sale of a Security by an Advisory Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales.

(ii) the Employee has access to timely information relating to investment management activities, research and/or client portfolio holdings and those who in the course of their employment regularly receive access to trading activity of Advisory Clients; or

(iii) the Employee has been notified in writing by the Code Administrator (or a designee) that the Employee has been designated as an Access Persons by the Code Administrator by virtue of the nature of the Employee's duties and functions.

"Beneficial Interest" means any economic interest, such as the right to share in gains or losses. This would also include any interest by which an Access Person, or any Family Member living in the same household as the Access Person, can directly or indirectly derive a monetary benefit from the purchase, sale or ownership of a Security.

For purposes of this definition and the Code, "Family Member" shall include: grandparents, parents, mother-in-law or father-in-law; husband, wife or domestic partner (whether registered or unregistered under applicable law); brother, sister, brother-in-law, sister-in-law, son-in-law or daughter-in-law; children (including step and adoptive relationships); and grandchildren. In a situation in which the status of a "Family Member" is in question, such person shall be presumed to be a "Family Member" for purposes of this Code. It is the Employee's burden to affirmatively prove to the Code Administrator that the other person at issue is not a "Family Member" within this definition.

"CAMC" means Centennial Asset Management Corporation.

"Code Administrator" is the person appointed by OFI as responsible for the day-to-day administration of the Code.

"Code of Conduct" is a separate set of guidelines that defines the standards to which all Employees of OFI and its subsidiaries and affiliates are expected to adhere during the course of their employment with, and when conducting business on behalf of, OFI.

"Code of Ethics Oversight Committee" is the committee of senior officers of OFI having the responsibilities described in sections 14 and 15 of this Code. The membership of the Code of Ethics Oversight Committee shall consist of the:
General Counsel of OFI, Chief Investment Officer of OFI and Chief Compliance Officer of OFI and/or the Oppenheimer Funds, or their designees.

"Employee" means any person deemed to be an employee or "supervised person" of OFI for purposes of the Advisers Act.

"Independent Director" means any director or trustee of an Oppenheimer Fund who is not an "interested person" (as that term is defined by Section 2(a)(19) of the 1940 Act) of the Fund. Notwithstanding the definition of an Access Person above, for purposes of this Code, an Independent Director is NOT considered an Access Person.

"Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, as amended ("1933 Act"), the issuer of which immediately before the registration was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

"Investment Person" means an Access Person who is (1) a Portfolio Manager,
(2) a securities analyst or trader who provides information and advice to a Portfolio Manager or who helps execute a Portfolio Manager's decisions, (3) any other person who, in connection with his or her duties, makes or participates in making recommendations regarding an Advisory Client's purchase or sale of securities, (4) any Employee who works directly with a Portfolio Manager or in the same department as the Portfolio Manager or (5) any natural person in a control relationship to an Oppenheimer Fund or OFI who obtains information concerning recommendations made to the Oppenheimer Fund with regard to the purchase or sale of Securities by the Oppenheimer Fund.

In addition to the above definitions, an Employee is an "Investment Person" if the Employee has been notified in writing by the Code Administrator (or a designee) that the Employee has been designated as an "Investment Person" by the Code Administrator by virtue of the nature of the Employee's duties and functions.

"OFI" means any Oppenheimer Fund, Oppenheimer Funds, Inc., Centennial Asset Management Corporation ("CAMC"), OFI's other subsidiaries or directly controlled affiliates that are registered investment advisers, including OFI Institutional Asset Management, Inc.; HarbourView Asset Management Corporation, Trinity Investment Management Corporation;

OFI Private Investments, Inc. Tremont Capital Management, Inc., Oppenheimer Real Asset Management, Inc., and OppenheimerFunds, Distributor, Inc.

"Oppenheimer Fund" means any investment company registered under the 1940 Act for which OFI or CAMC serves as the investment adviser or for which OFDI serves as the principal underwriter.

"Personal Account" means any account owned by, or in which a Beneficial Interest is owned, in the name of an OFI Employee or Access Person or any account in which an Employee or Access Person has any direct or indirect Beneficial Interest.

"Portfolio Manager" means an Access Person who has direct responsibility and authority to make investment decisions affecting a particular Advisory Client.

"Private Placement" means an offering that is exempt from registration pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rules 504, 505 or 506 under the 1933 Act.

"Security" means generally any investment, instrument, asset or holding in which an Advisory Client invests, or may consider investing.

Among other things, a "Security" includes any note, stock, treasury stock, security future, financial futures contract or option thereon, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing. References to a "Security" in the Code shall include any warrant for, option in, or security or other instrument immediately convertible into or whose value is derived from that "Security" and any instrument or right which is equivalent to that "Security."

The term "Security" specifically includes any shares issued by an investment company including exchange-traded funds (or ETFs), but for purposes of this Code, the term "Security" excludes shares issued by money market funds that comply with Rule 2a-7 under the 1940 Act.

"Security Held or to Be Acquired" by an Advisory Client means any Security that, within the most recent 15 days (i) is or has been held by the Advisory Client or (ii) is being considered by the Advisory Client or its investment adviser for purchase by the Advisory Client. A "Security Held or to Be Acquired" also includes any option to purchase or sell, and any security convertible into or exchangeable for, a Security.

A security is "Being Considered for Purchase or Sale" from the time an order is given by or on behalf of the Portfolio Manager to the order room of an Advisory Client until the time all orders with respect to that security are completed or withdrawn.

"Sub-Adviser" means an investment adviser that acts as an investment sub-adviser to a portfolio advised by OFI and is not affiliated with OFI.

5. ALL EMPLOYEES--RESTRICTIONS ON OUTSIDE BUSINESS ACTIVITIES

No Employee may serve as a director, trustee, officer, owner or partner of any other business organization, with or without compensation, without prior written approval of the General Counsel of OFI or his or her designee. An Employee may serve without compensation as a director, trustee, officer or representative of a non-profit organization (e.g., school board, hospital, professional or social organization) with the prior approval of the Employee's department manager. In addition to obtaining the prior approval of the Employee's manager, the Employee must promptly report such position to the Code Administrator for a determination of whether the position poses a conflict of interest with OFI or the Employee's duties to OFI. Each Employee shall be required to provide the Code Administrator a report of all such activities no less than annually. (See also the section titled "Conflicts of Interests" in the Code of Conduct.)

6. ALL EMPLOYEES--RESTRICTIONS ON GIFTS FROM BUSINESS ASSOCIATES

All Employees are subject to OFI's separate Gift Policy which is considered an integral part of this Code. In general, no Employee may accept gifts or anything else of more than a nominal amount in value (not exceeding $100 per individual on an annual basis) from any person or entity that does business with or on behalf of OFI or an Advisory Client. (See also the Gift Policy for additional guidelines and information.)

7. ALL EMPLOYEES--INVESTMENTS IN OPPENHEIMER FUNDS.

Any Employee who holds shares of Oppenheimer Funds must hold those shares in an account identified as an "OFI 401(k) account," "OFI Retirement account," "OFI Deferred Compensation account" or "OFI Employees Account." Notwithstanding the sentence above, an Employee with a Personal Account with A.G. Edwards may hold shares of the Centennial money market funds if selected as the Employee's "sweep account" option for those specific accounts.

Any Employee who holds shares of Oppenheimer Funds in other types of accounts must arrange to transfer those holdings into one of the accounts described above. Notwithstanding this requirement, an Employee who holds shares in Oppenheimer Funds in a retirement account or other qualified retirement account with another employer that cannot be transferred to one of the accounts identified above (or in an A.G. Edwards account as discussed above) is not required to transfer those shares to one of the accounts identified above provided the Employee provides a written explanation to the Code Administrator describing the circumstances that prevent him or her from transferring the shares.

OFI's policy is to prevent disruptive short-term trading in the Oppenheimer Funds. Accordingly, when purchasing, exchanging, or redeeming shares of Oppenheimer Funds, all Employees must comply in all respects with the policies and standards set forth in the funds'

prospectuses, including specifically the restrictions on market timing activities, exchanges and redemption policies.

Any Employee who redeems shares of an Oppenheimer Fund purchased within the preceding 30 days (a "short-term trade") must report that short-term trade to the Code Administrator no more than two business days after the redemption. The Employee may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if the Employee fails to report the short-term trade or the Code Administrator determines that the short-term trade was detrimental to the interests of the Oppenheimer Fund or its shareholders. For purposes of this paragraph, a redemption includes a redemption by any means, including an exchange from the Fund.

This policy does not cover purchases, redemptions or exchanges (i) into or from money market funds, or (ii) effected on a regular periodic basis by automated means, such as monthly redemptions to a checking or savings account.

8. ALL EMPLOYEES AND ACCESS PERSONS--REQUIREMENTS FOR PERSONAL ACCOUNTS

All Employees. All Employees must obtain pre-approval before opening a new Personal Account with a financial firm or institution (e.g., broker, dealer, adviser, bank, etc.). All Employees may maintain Personal Accounts with the financial firm of their choice, provided the firm is able to provide copies of the Employees' account statements to the Code Administrator no less than annually and such statements are being provided. However, the Code of Ethics Oversight Committee reserves the right in its sole discretion to require Employees to maintain their Personal Accounts with firms designated by the Committee or to prohibit Employees from maintaining their Personal Accounts with specified firms.

Access Persons--Personal Trading Accounts. All Access Persons must obtain pre-approval before opening a new Personal Account with a financial firm. All Access Persons may maintain Personal Accounts with the financial firm of their choice, provided the firm is able to provide copies of the Access Persons' account statements to the Code Administrator no less than quarterly and such statements are being provided. However, the Code of Ethics Oversight Committee reserves the right in its sole discretion to require such Access Persons to maintain their Personal Accounts with firms designated by the Committee or to prohibit Access Persons from maintaining their Personal Accounts with specified firms.

The requirements of this section do not apply to Personal Accounts described in Section 7 in which Employees or Access Persons hold shares of an Oppenheimer Fund.

9. ACCESS PERSONS--PROHIBITED TRANSACTIONS IN SECURITIES

(NOTE: Any profits realized on trades prohibited by this Section 9 shall be subject to disgorgement.)

In addition to the prohibitions or restrictions imposed on all Employees as set forth in the prior sections, an Access Person is further prohibited from:

purchasing any Security in an Initial Public Offering or Private Placement, without pre-approval from the Code Administrator. If an Access Person seeks pre-approval for the acquisition of a Security in a Private Placement or an Initial Public Offering, the Access Person shall set forth in detail the rationale for the transaction.

purchasing or selling any interest in a collective investment vehicle that is exempt from registration under the 1933 Act, including, but not limited to, hedge funds, private funds or similar investment limited partnerships, without pre-approval from the Code Administrator;

selling a security short, except a short sale as a hedge against a long position in the same security if such short sale has been pre-approved by the Code Administrator; and

purchasing or selling in his or her Personal Account options or futures, other than options and futures related to broad-based indices, U.S. Treasury securities, currencies and long portfolio positions in the same or a substantially similar security.

Transactions Exempt from these Prohibitions. The following transactions by Access Persons are exempt from the prohibitions of this Section 9:

(i) Purchases or sales of Securities made in a Personal Account over which an Access Person has no direct or indirect influence or control, such as Personal Accounts managed by a third party over which such Access Person has no investment discretion;

(ii) Involuntary purchases or sales of Securities in a Personal Account, such as Securities received pursuant to a dividend reinvestment plan or a stock split or through a gift or bequest; or

(iii) Purchases of Securities in a Personal Account that result from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of such issuer and the sale of such rights.

Length of Pre-Approvals. Pre-approval remains in effect until the end of the next business day on which such pre-approval is granted or as otherwise specified by the Code Administrator.

10. INVESTMENT PERSONS--PROHIBITED TRANSACTIONS IN SECURITIES.

NOTE: Any profits realized on trades prohibited by this Section 10 shall be subject to disgorgement.

(NOTE: EVERY INVESTMENT PERSON ALSO IS AN ACCESS PERSON AND REMAINS SUBJECT TO THE PROHIBITIONS IN THE PREVIOUS SECTIONS.) Certain Access Persons may have greater access to Advisory Clients' information and there is an increased risk that those Access Persons may benefit from or interfere with the purchase or sale of portfolio securities by Advisory Clients. Accordingly, it is necessary to further categorize those persons as "Investment Persons." Therefore, in addition to the prohibitions or restrictions imposed on all Employees and Access Persons as set forth in the prior sections, an Investment Person is subject to the following provisions:

Each Investment Person must obtain pre-approval of all Securities transactions in his or her Personal Account, except the following:

(i) Purchases or sales of Securities made in a Personal Account over which the Investment Person has no direct or indirect influence or control, such as Personal Accounts managed by a third party over which such Investment Person has no investment discretion.

Provided, however, that for purposes of this subsection, the Investment Person claiming to have no direct or indirect influence or control over such a Personal Account, must first provide a written explanation to the Code Administrator describing the circumstances of the Personal Account and reasons why the Investment Person believe he or she does not have direct or indirect influence or control (i.e., no investment discretion) over that Personal Account and that he or she does not provide any investment advice or suggestions with respect to the Personal Account. The Code Administrator, however, reserves the right to require pre-approval of such a Personal Account. (Note: Any Personal Account covered by the provisions of this subsection remains subject to the reporting requirements in Section 11.)

(ii) Shares of any open-end Oppenheimer Fund that the Investment Person does not serve in the capacity, or perform the functions that warrant him or her to be identified as an Investment Person;

(iii) Shares of any open-end, non-Oppenheimer fund. Notwithstanding the prior sentence, pre-approval is required for transactions in: (a) an open-end investment company for which OFI serves as the investment sub-adviser and for whom the Investment Person serves in the capacity, or perform the functions, that warrant him or her to be identified as an Investment Person; and (b) exchange-traded funds (ETFs);

(iv) Securities issued by the U.S. government, its agencies, instrumentalities and government-sponsored enterprises;

(v) Bankers' acceptances, bank certificates of deposit, commercial paper, and short-term debt instruments (including repurchase agreements), provided such debt instruments have a maturity at the date of issuance of less than 366 days are and rated in one of the two highest rating categories by a nationally recognized statistical rating organization;

(vi) Involuntary purchases or sales of Securities in a Personal Account, such as Securities received pursuant to a dividend reinvestment plan or a stock split or through a gift or bequest; or

(vii) Purchases of Securities in a Personal Account that result from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of such issuer and the sale of such rights; or

No Investment Person may purchase or sell any Security for his or her Personal Account within fifteen (15) calendar days before or fifteen (15) calendar days after the same Security is

purchased or sold by an Advisory Client for whom the Investment Person serves in the capacity, or performs the functions, that warrant him or her to be identified as an Investment Person. Provided however, the Code Administrator may exclude from this provision trades for an Advisory Client that are programmatic in nature and do not represent a substantive investment decision with respect to any particular Security (e.g., a program trade to sell pro-rata portions of each Security in an Advisory Client's portfolio). The Code Administrator shall maintain a record of such transactions.

No Investment Person may purchase and sell, or sell and purchase, in his or her Personal Account any Security within any period of sixty (60) calendar days, except:

(i) the instruments listed in Section 10; or

(ii) a Security sold at a loss, if the trade has been pre-approved by the Code Administrator.

If an Investment Person obtains pre-approval pursuant to this Section 10 for a transaction in a Security, and a transaction in the same Security for an Advisory Client for which that Investment Person acts as an Investment Person takes place within a period of fifteen (15) calendar days following the Investment Person's transaction, the Investment Person's transaction may be reviewed further by the Code of Ethics Oversight Committee to determine the appropriate action, if any. For example, the Committee may recommend that the Investment Person be subject to a price adjustment to ensure that he or she did not receive a better price than the Advisory Client.

No Investment Person may purchase any Security in an Initial Public Offering or Private Placement, without pre-approval from the Code Administrator. If an Investment Person seeks pre-approval for the acquisition of a Security in a Private Placement or an Initial Public Offering, the Investment Person shall set forth in detail the rationale for the transaction.

Any Investment Person who has purchased a Security in a Private Placement or an Initial Public Offering for his or her Personal Account must disclose that investment to the Code Administrator before he or she participates in the subsequent consideration of an investment in Securities of the same or a related issuer for an Advisory Client. An independent review of the proposed investment by the Advisory Client shall be conducted by Investment Persons who do not have an interest in the issuer and by the Code Administrator.

Length of Pre-Approvals. Pre-approval remains in effect until the end of the next business day on which such pre-approval is granted or as otherwise specified by the Code Administrator.

11. REPORTING REQUIREMENTS

(a) All Employees.

(i) Each Employee shall arrange for duplicate copies of confirmations of all transactions and/or periodic account statements of all Personal Accounts to be sent directly to the Code Administrator.

(ii) Initial and Annual Reports. Each Employee must initially and on an annual basis thereafter, report in writing to the Code Administrator all holdings and all transactions in Securities occurring in his or her Personal Account and any new Personal Account established during the most recent year (such information to be current as of a date no more than 45 days before the report is submitted). Each initial and annual report must contain the following information:

- Name(s) in which the Personal Account is registered and the date the Personal Account was established;

- Title and type of security, number of shares, principal amount, interest rate and maturity (as applicable) of each security held in the Personal Account;

- Name of the broker, dealer or bank with which the Personal Account is maintained; and

- The date the report is submitted.

(b) Access Persons

(i) Each Access Person shall arrange for duplicate copies of confirmations of all transactions and/or periodic account statements of all Personal Accounts to be sent directly to the Code Administrator.

(ii) Quarterly Reports. Each Access Person must report in writing to the Code Administrator, within 30 days after the end of each calendar quarter, all transactions in Securities occurring in the quarter in his or her Personal Account and any new Personal Account established during the most recent calendar quarter. If there were no such transactions or new accounts, the report should state "None".

An Access Person is deemed to be in compliance with these reporting requirements if all the information required is contained in trade confirmations and/or periodic account statements previously provided to the Code Administrator for the time period covered by the quarterly report.

Each quarterly report must contain the following information with respect to each reportable transaction:

- Name(s) in which the Personal Account is registered and the date the Personal Account was established;

- Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);

- Title and type of security, number of shares, principal amount, interest rate and maturity (if applicable) of each Security and the price at which the transaction was effected;

- Name of the broker, dealer or bank with or through whom the Account was established or through which the transaction was effected; and

- The date the report is submitted.

(iii) Initial and Annual Reports. Each Access Persons shall, within 10 days after becoming an Access Person, and at least annually thereafter, provide a written holdings report to the Code Administrator with the following information (such information to be current as of a date no more than 45 days before the report is submitted):

- Name(s) in which the Personal Account is registered and the date the Personal Account was established;

- Title and type of security, number of shares, principal amount, interest rate and maturity (as applicable) of each security held in the Personal Account;

- Name of the broker, dealer or bank with which the Personal Account is maintained; and

- The date the report is submitted.

Reports submitted pursuant to this Code may contain a statement that the report is not to be construed as an admission that the Employee or Access Person has or had any direct or indirect Beneficial Interest in any Security to which the report relates.

(iv) Securities Exempt from Quarterly Reporting Requirements. Holdings of and transactions in the types of Securities listed below are exempt from the quarterly reporting requirements of the Code, and duplicate copies of confirmations and periodic statements of Personal Accounts that contain only those types of Securities do not have to be reported to the Code Administrator on a quarterly basis. Note: This exception applies only to quarterly reports. All Securities, including those listed below, must be reported on an annual basis.

The following types of Securities do not have to be included in the quarterly reports to the Code Administrator:

(i) Involuntary purchases or sales of Securities in a Personal Account, such as Securities received pursuant to a dividend reinvestment plan or a stock split or through a gift or bequest; or

(ii) Purchases of Securities in a Personal Account that result from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of such issuer and the sale of such rights.

(iii) Securities issued by the U.S. government, its agencies, instrumentalities and government-sponsored enterprises;

(iv) Bankers' acceptances, bank certificates of deposit, commercial paper, short-term debt instruments (including repurchase agreements) provided such debt instruments have a maturity at the date of issuance of less than 366 days and are rated in one of the two highest rating categories by a nationally recognized statistical rating organization; or

(v) Shares of any open-end non-Oppenheimer fund. Notwithstanding the prior sentence, the following Securities must be included in quarterly reports: an open-end investment company for which OFI serves as the investment sub-adviser and exchange-traded funds (ETFs).

12. CERTIFICATIONS

All Employees and Access Persons shall acknowledge that they have received the Code of Ethics and recognize that they are subject to its requirements.

All Employees and Access Persons shall certify at least annually that they have read and understand the Code of Ethics, recognize that they are subject to its requirements and have complied with the requirements of the Code of Ethics.

All Employees and Access Persons shall certify annually that they have reported all transactions in and holdings of Securities in Personal Accounts required to be reported pursuant to the Code.

13. INDEPENDENT DIRECTORS

An Independent Director (or any non-Independent Director who is not otherwise an Employee of OFI or an Access Person) is required to report only those transactions in his or her Personal Account in a Security (excluding, for purposes of this subparagraph, open-end Oppenheimer Funds) that at the time such Director knew, or in the ordinary course of fulfilling his or her duties would have had reason to know, was purchased or sold or was Being Considered for Purchase or Sale by an Advisory Client during the fifteen (15) calendar day period immediately before or after the date of the Independent Director's transaction. No report will be required for any quarter in which an Independent Director has only exempt transactions to report.

Sanctions for any violation of this Code of Ethics by an Independent Director of an Oppenheimer Fund will be determined by a majority vote of other Independent Directors of such Fund.

14. PENALTIES AND SANCTIONS

Any profits realized or losses avoided on trades prohibited by Sections 8-10 shall be subject to disgorgement.

Any violation of this Code shall be subject to the imposition of such sanctions by the Code Administrator as the Code Administrator deems appropriate under the circumstances to achieve the purposes of this Code, provided, however, if the sanctions includes suspension or

termination of employment, such suspension or termination must be approved by the Code of Ethics Oversight Committee.

Such sanctions may include, but will not necessarily be limited to, one or more of the following: a letter of censure; restitution of an amount equal to the difference between the price paid or received by the affected Advisory Client(s) and the more advantageous price paid or received by the offending person; the suspension or termination of personal trading privileges; or the suspension or termination of employment.

OFI reserves the right to take any legal action it deems appropriate against any Employee who violates any provision of this Code and to hold Employees liable for any and all damages (including, but not limited to, all costs and attorney fees) that OFI may incur as a direct or indirect result of any such Employee's violation of this Code or related law or regulation.

Review Process. An Employee may request review by the Code of Ethics Oversight Committee of a decision or determination made by the Code Administrator pursuant to this Code. The Committee, in its sole discretion, may elect to consider or reject the request for review.

15. DUTIES OF THE CODE OF ETHICS OVERSIGHT COMMITTEE

The Code of Ethics Oversight Committee is responsible for establishing policies and procedures for the administration of the Code, considering and approving amendments to the Code, and reviewing and considering any decisions made by the Code Administrator upon request of an Employee or involving suspension or termination of employment. The Committee may be assisted by counsel in fulfilling its duties if deemed appropriate.

16. DUTIES OF THE CODE ADMINISTRATOR

The Code Administrator shall have the following responsibilities:

Maintaining a current list of the names of all Access Persons and Investment Persons with an appropriate description of their title or employment;

Furnishing all Employees and Access Persons with a copy of this Code and initially and periodically informing them of their duties and obligations thereunder;

Designating, as desired, appropriate personnel to review transaction and holdings reports submitted by Access Persons;

Reviewing and considering pre-approval requests from Access Persons and Investment Persons and setting forth in detail the rationale for any approvals granted to such Access Persons or Investment Persons;

Maintaining or supervising the maintenance of all records required by this Code;

Preparing listings of all transactions effected by any Access Person within fifteen (15) days of the date on which the same security was held, purchased or sold by an Advisory Client;

Issuing any interpretation of this Code that may appear consistent with the objectives of this Code;

Conducting such investigations, including scrutiny of the listings referred to in this Section 17(f) above, as shall reasonably be required to detect and report any apparent violations of this Code to the Code of Ethics Oversight Committee and to the Directors of the affected Oppenheimer Funds;

Submitting a quarterly report to the Board of Directors of each potentially affected Oppenheimer Fund of any violations of this Code and the sanction imposed as a result; any transactions suggesting the possibility of a violation; any interpretations issued by and any exemptions or waivers found appropriate by the Code Administrator; and any other significant information concerning the appropriateness of this Code.

Submitting a written report at least annually to the Board of Directors of each Oppenheimer Fund that:

(i) describes any issues arising under the Code since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations;

(ii) summarizes existing procedures concerning personal investing and any changes in the procedures made during the previous year;

(iii) identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices or developments in applicable laws or regulations;

(iv) reports with respect to the implementation of this Code through orientation and training programs and on-going reminders; and

(v) certifies that the each Oppenheimer Fund, OFI, CAMC, any OFI subsidiary or directly-controlled affiliate (as applicable), and OFDI, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

17. RECORDKEEPING

The Code Administrator shall maintain and cause to be maintained in an easily accessible place, the following records:

A copy of any Code adopted pursuant to Rule 17j-1 under the 1940 Act or Rule 204A-1 under the Advisers Act which has been in effect during the most recent five (5) year period;

A record of any violation of any such Code, and of any action taken as a result of such violation, within five (5) years from the end of the fiscal year of OFI in which such violation occurred;

A copy of all written acknowledgements by Access Persons during the most recent five (5) year period;

A copy of each report made by a Access Person, as well as trade confirmations and/or account statements that contain information not duplicated in such reports, within five (5) years from the end of the fiscal year of OFI in which such report is made or information is provided, the first two (2) years in an easily accessible place;

A copy of each report made by the Code Administrator within five (5) years from the end of the fiscal year of OFI in which such report is made or issued, the first two (2) years in an easily accessible place;

A list, in an easily accessible place, of all persons who are, or within the most recent five (5) year period have been Access Persons or were required to make reports pursuant to Rules 17j-1 and 204A-1 and this Code or who are or were responsible for reviewing these reports; and

A record of any decision, and the reasons supporting the decision, to permit an Access Person or Investment Person to acquire a Private Placement or Initial Public Offering security, for at least five (5) years after the end of the fiscal year in which permission was granted.

18. AMENDMENTS

OFI may amend this Code as necessary or appropriate to achieve the purposes of Rules 17j-1 and 204A-1. Any material changes to this Code must be approved by the Board of Directors of each Oppenheimer Fund, including a majority of the Independent Directors, within six months after the change has been adopted by OFI.

ADOPTED BY:

Oppenheimer Funds
OppenheimerFunds, Inc.
OppenheimerFunds Distributor, Inc.
Centennial Asset Management Corporation
Oppenheimer Real Asset Management, Inc.
OFI Institutional Asset Management, Inc. HarbourView Asset Management Corporation Trinity Investment Management, Inc.
OFI Private Investments, Inc.