Exhibit a.1

AMENDED AND RESTATED

DECLARATION OF TRUST

OF

MEMBERS MUTUAL FUNDS

AS OF FEBRUARY 28, 2008

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..........   12
               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.......................................................   13
               5.11.4.    Subscription....................................................   13
               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......................................................   14
               5.11.12.   Insurance.......................................................   14
               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..........................................................   15
               5.12.5.    Required Vote...................................................   15

            5.12.6.    Consent in Lieu of a Meeting.......................................   15
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........................................................................   16
   6.6.     Titles and Duties.............................................................   16
               6.6.1.     Chairperson of the Board; President.............................   16
               6.6.2.     Vice President..................................................   16
               6.6.3.     Treasurer.......................................................   17
               6.6.4.     Assistant Treasurer.............................................   17
               6.6.5.     Secretary.......................................................   17
               6.6.6.     Assistant Secretary.............................................   17
               6.6.7.     Temporary Secretary.............................................   17
   6.7.     Resignation, Retirement, and Removal..........................................   17
   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.........................................   18
   7.3.     Concentration in Any One Issuer...............................................   18

ARTICLE 8   Service Providers.............................................................   18
   8.1.     Investment Adviser............................................................   18
   8.2.     Underwriter and Transfer Agent................................................   19
   8.3.     Custodians....................................................................   19
   8.4.     Administrator.................................................................   19
   8.5.     Other Contracts...............................................................   19
   8.6.     Parties to Contracts..........................................................   19

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.............................   20
               9.1.3.     Number of Votes.................................................   20
               9.1.4.     Cumulative Voting...............................................   20
               9.1.5.     Voting of Shares; Proxies.......................................   21
               9.1.6.     Actions Prior to the Issuance of Shares.........................   21
   9.2.     Meetings of Shareholders......................................................   21
               9.2.1.     Annual or Regular Meetings......................................   21
               9.2.2.     Special Meetings................................................   21
               9.2.3.     Notice of Meetings..............................................   21
               9.2.4.     Call of Meetings................................................   21
   9.3.     Record Dates..................................................................   22

   9.4.     Quorum........................................................................   22
   9.5.     Required Vote.................................................................   22
   9.6.     Adjournments..................................................................   22
   9.7.     Actions by Written Consent....................................................   22
   9.8.     Inspection of Records.........................................................   22
   9.9.     Additional Provisions.........................................................   23

ARTICLE 10  Limitation of Liability and Indemnification...................................   23
   10.1.    General Provisions............................................................   23
               10.1.1.    General Limitation of Liability.................................   23
               10.1.2.    Notice of Limited Liability.....................................   23
               10.1.3.    Liability Limited to Assets of the Trust........................   23
   10.2.    Liability of Trustees.........................................................   23
               10.2.1.    Liability for Own Actions.......................................   23
               10.2.2.    Liability for Actions of Others.................................   24
               10.2.3.    Advice of Experts and Reports of Others.........................   24
               10.2.4.    Bond............................................................   24
               10.2.5.    Declaration of Trust Governs Issues of Liability................   24
   10.3.    Liability of Third Persons Dealing with Trustees..............................   24
   10.4.    Liability of Shareholders.....................................................   24
               10.4.1.    Limitation of Liability.........................................   24
               10.4.2.    Indemnification of Shareholders.................................   25
   10.5.    Indemnification...............................................................   25
               10.5.1.    Indemnification of Covered Persons..............................   25
               10.5.2.    Exceptions......................................................   25
               10.5.3.    Rights of Indemnification.......................................   26
               10.5.4.    Expenses of Indemnification.....................................   26
               10.5.5.    Certain Defined Terms Relating to Indemnification...............   26

ARTICLE 11  Termination or Reorganization.................................................   27
   11.1.    Termination of Trust or Series or Class.......................................   27
               11.1.1.    Termination.....................................................   27
               11.1.2.    Distribution of Assets..........................................   27
               11.1.3.    Certificate of Cancellation.....................................   27
   11.2.    Sale of Assets................................................................   27
   11.3.    Merger or Consolidation.......................................................   28
               11.3.1.    Authority to Merge or Consolidate...............................   28
               11.3.2.    No Shareholder Approval Required................................   28
               11.3.3.    Subsequent Amendments...........................................   28
               11.3.4.    Certificate of Merger or Consolidation..........................   28

ARTICLE 12   Amendments...................................................................   28
   12.1.    Generally.....................................................................   28
   12.2.    Certificate of Amendment......................................................   28
   12.3.    Prohibited Retrospective Amendments...........................................   29

ARTICLE 13  Miscellaneous Provisions......................................................   29
   13.1.    Certain Internal References...................................................   29
   13.2.    Certified Copies..............................................................   29
   13.3.    Execution of Papers...........................................................   29
   13.4.    Fiscal Year...................................................................   29
   13.5.    Governing Law.................................................................   29
   13.6.    Headings......................................................................   30
   13.7.    Resolution of Ambiguities.....................................................   30
   13.8.    Seal..........................................................................   30
   13.9.    Severability..................................................................   30
   13.10.   Signatures....................................................................   31

AMENDED AND RESTATED

DECLARATION OF TRUST
OF
MEMBERS MUTUAL FUNDS

This DECLARATION OF TRUST is amended and restated as of this day, February 28, 2008, 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 Series and Classes of Shares:

       Series Name                  Authorized Class
----------------------------   -------------------------
Conservative Allocation Fund   Class A, Class B, Class C
Moderate Allocation Fund       Class A, Class B, Class C
Aggressive Allocation Fund     Class A, Class B, Class C
Cash Reserves Fund             Class A, Class B, Class Y
Bond Fund                      Class A, Class B, Class Y
High Income Fund               Class A, Class B, Class Y
Diversified Income Fund        Class A, Class B
Large Cap Value Fund           Class A, Class B, Class Y
Large Cap Growth Fund          Class A, Class B, Class Y
Mid Cap Value Fund             Class A, Class B, Class Y
Mid Cap Growth Fund            Class A, Class B, Class Y
Small Cap Value Fund           Class A, Class B, Class Y
Small Cap Growth Fund          Class A, Class B, Class Y

International Stock Fund Class A, Class B, Class Y

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/ Rolf F. Bjelland
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Rolf F. Bjelland


/s/ Linda s. Foltz
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Linda S. Foltz


/s/ Steven P. Riege
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Steven P. Riege


/s/ Richard E. Struthers
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 Richard E. Struthers

Exhibit e.1

AMENDED AND RESTATED
DISTRIBUTION AGREEMENT

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT (the "AGREEMENT") is made and entered into this 28th day of February, 2008, 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 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 Financial Industry Regulatory Authority, Inc. ("FINRA"); and

WHEREAS, the Trust has adopted several distribution plans pursuant to
Section 12(b) of the 1940 Act, and Rule 12b-1 promulgated thereunder (the "12B-1 PLANS"), pursuant to which the Trust may pay the expenses for certain distribution activities and service activities 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 FINRA, 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 Trust's Declaration of Trust, as amended (the "DECLARATION OF TRUST"), and the 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 a 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;

3. 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

4. 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 FINRA, 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-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 FINRA;

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 Declaration of Trust; 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 (the "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 laws, rules or regulations, 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, the 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: (i) comply with the PATRIOT Act and have an anti-money laundering compliance program; (ii) 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 (iii) report to the 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 provided in Rule 22c-2 of the 1940 Act, shall include:
(i) a shareholder information sharing agreement to provide the Fund the taxpayer identification number, 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; (ii) 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); and (iii) 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.

9. The Distributor has adopted and shall 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 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 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; 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.

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/ Diane M. Fisher              By: /s/ Mark E. Backes
        -----------------------------        ---------------------------
                                             Mark E. Backes, President


                                         MEMBERS MUTUAL FUNDS


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

Exhibit e.2

MUTUAL FUND DEALER SELLING AND SERVICING AGREEMENT

WHEREAS, CUNA Brokerage, a registered broker-dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), is the principal underwriter and distributor of MEMBERS(R) Mutual Funds (the "Funds");

WHEREAS, CUNA Brokerage hereby appoints Dealer as a dealer authorized to offer, sell and service shares issued by the Funds (the "Shares"), subject to any limitations imposed by any of the Funds and to confirmation of the sales by CUNA Brokerage or its designated agent;

WHEREAS, Dealer has the requisite authority to offer, sell and service the Funds contemplated under this Agreement and is a registered broker-dealer with the SEC under the 1934 Act and a member of the FINRA; and

WHEREAS, CUNA Brokerage desires to have Dealer offer, sell and service the Shares and to provide certain administrative services to its customers who own Shares as described in this Agreement; and Dealer desires to engage in such activities and provide such services pursuant to this Agreement.

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

1. PURPOSE OF AGREEMENT. The principal purpose of this Agreement is to set forth the terms and conditions pursuant to which Dealer, through its registered representatives ("Representatives"), will offer, sell and service the Shares hereunder. Further, Dealer will provide certain administrative services to its customers who own Shares described below.

2. ROLES AND RESPONSIBILITIES OF CUNA BROKERAGE.

2.1 OFFERING, SELLING AND PURCHASING SHARES.

2.1.1 PROSPECTUS AND OTHER MATERIALS. References herein to the "Prospectus" shall mean the various prospectuses (including supplements thereto) and the statement of additional information of the Funds as from time to time is in effect. CUNA Brokerage will deliver to Dealer a copy of the current Prospectus and will provide to Dealer, as Dealer may reasonably request, copies of the Prospectus, statement of additional information, shareholder reports and supplementary sales materials prepared by CUNA Brokerage for the Funds.

2.1.2 COMPENSATION IN CONNECTION WITH FRONT-END AND DEFERRED SALES CHARGES. As compensation for each sale of the Shares made by Dealer (excluding Shares sold as a reinvestment of dividends or other distributions from a Fund), Dealer will be allowed the concessions and sales charges, if any, on the Shares disclosed in the Prospectus for the appropriate class of Shares of the Funds (the "Dealer Commissions"). CUNA Brokerage will pay the Dealer Commissions to Dealer according to the procedures established by CUNA Brokerage. CUNA Brokerage reserves the right to revise the Dealer Commissions upon written notice to Dealer.

2.1.3 ASSET-BASED SALES COMPENSATION. Pursuant to a distribution plan adopted by the Funds' board of trustees for certain classes of Shares pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"), CUNA Brokerage is authorized to pay Dealer distribution fees it receives from the Funds at the rates shown in Schedule D hereto ("Distribution Fees"). Subject to Subsection 3.2.4 below, for all periods during which Dealer (a) meets the qualification requirements in Subsection 3.2.1 below, and (b) performs the distribution services listed in Subsection 3.2.3 below, CUNA Brokerage shall pay Dealer the Distribution Fees shown in Schedule D based on the Shares for which it is the dealer of record (excluding Shares held by Dealer's own retirement plans).

2.1.4 OTHER COMPENSATION. In addition to any Dealer Commissions allowed pursuant to Subsection 2.1.2 and any Distribution Fees paid pursuant to Subsection 2.1.3, CUNA Brokerage and/or its affiliated persons may pay additional compensation to Dealer for various purposes out of their own resources ("Other Compensation"). Other Compensation payable to Dealer under this Agreement is shown in Schedule E. The Dealer Commissions, Distribution Fees and any additional compensation paid by CUNA Brokerage to Dealer will be in accordance with FINRA rules and guidelines and other applicable law.

2.1.5 OFFERING AND REDEMPTION PRICES. Subject to confirmation by CUNA Brokerage, CUNA Brokerage shall execute all orders it accepts from Dealer for the purchase of Shares at the public offering price per share next determined after it receives the order, and shall execute all orders it accepts from Dealer for the redemption of Shares at the net asset value per share, less any deferred sales charge and/or redemption fee, next determined after it receives the order.

2.1.6 PROCEDURES FOR HANDLING ORDERS. Procedures relating to the pricing and handling of purchase and redemption orders for Shares are subject to instructions provided by CUNA Brokerage to Dealer from time to time. The instructions will be effective on the earlier of the date specified in the instructions or the date received by the Dealer. CUNA Brokerage reserves the right, at its discretion and without notice, to suspend or cease the offer and sale of one or more classes of Shares of any and all of the Funds.

2.2 SERVICING THE SHARES.

2.2.1 SERVICE FEES. Pursuant to a shareholder service plan adopted by the Funds' board of trustees for certain classes of Shares, CUNA Brokerage is authorized to pay Dealer service fees it receives from the Funds at the rates shown in Schedule C hereto ("Service Fees"). Subject to Subsection 3.2.4 below, for all periods during which Dealer (a) meets the qualification requirements in Subsection 3.2.1 below, and (b) performs the shareholder services listed in Subsection 3.2.2 below, CUNA Brokerage shall pay Dealer the Service Fees shown in Schedule C based on the Shares for which it is the dealer of record (excluding Shares held by Dealer's own retirement plans). The Service Fees paid by CUNA Brokerage to Dealer will be in accordance with FINRA rules and guidelines and other applicable law.

3. ROLES AND RESPONSIBILITIES OF DEALER.

3.1 OFFERING, SELLING AND PURCHASING SHARES.

3.1.1 OFFERING THE SHARES. Dealer agrees to exercise its best efforts to find purchasers for the Shares. Dealer understands and agrees that it is solely responsible for recommendations by its Representatives to a customer to purchase or redeem Shares and shall ensure that such recommendations are based on reasonable grounds for believing that the recommendation is suitable. In particular, Dealer understands that the Funds offer multiple classes of Shares and represents that it has established compliance procedures to ensure that: (a) customers are made aware of the terms of each available class of Shares, (b) each customer is offered only Shares (and Share classes) that are suitable investments for the customer, (c) each customer is provided the opportunity to obtain sales charge break-points, and (d)

recommendations by Representatives are properly supervised. Schedule A shows the Share classes and Funds available to Dealer for offer and sale under this Agreement.

3.1.2 PURCHASE AND REDEMPTION OF SHARES. Dealer will transmit to CUNA Brokerage, or its designated agent, promptly upon receipt, any orders it receives from customers to purchase or redeem Shares. Dealer agrees to promptly issue confirmation statements for all accepted purchase and redemption orders for accounts registered in Dealer's name. Dealer shall make all sales subject to CUNA Brokerage's or its designated agent's confirmation. All orders are subject to acceptance or rejection by CUNA Brokerage or its designated agent, in its sole discretion, and by the Funds in their sole discretion. Dealer agrees to follow the procedures and instructions CUNA Brokerage or its designated agent may forward from time to time relating to the pricing and handling of orders. In particular, Dealer agrees that:

(a) In submitting orders to CUNA Brokerage to purchase or redeem Shares, Dealer acts as agent for its customers and acts as agent for CUNA Brokerage and the Funds solely for the limited purpose of receiving orders from its customers.

(b) All orders it submits to CUNA Brokerage to purchase or redeem Shares shall reflect orders received from its customers or are orders for its own account for its own bona fide investment.

(c) It shall time and date stamp all orders it receives from its customers to purchase or redeem Shares.

(d) As agent for its customers, Dealer shall not delay placing customers' orders to purchase or redeem Shares in order to profit from such delays.

(e) It is responsible for the accuracy, timeliness and completeness of any orders it transmits to purchase or redeem Shares, whether by wire, telephone, electronic mail, or facsimile. In this regard, Dealer agrees to guarantee the signature of its customers when such a guarantee is required by the Funds or CUNA Brokerage.

(f) If Dealer tenders any Shares for redemption within seven days of their having been sold, Dealer shall promptly refund to CUNA Brokerage any Dealer Commissions it received on the sale of such Shares and shall not charge a deferred sales charge in connection with such redemptions.

(g) It has in place policies and procedures reasonably designed to detect and deter purchase or redemption orders by its customers in violation of Rule 22c-1 under the 1940 Act.

3.1.3 PUBLIC OFFERING PRICE OF SHARES. Dealer will offer and sell the Shares only at the public offering price disclosed in the Prospectuses of the Funds.

3.1.4 PROSPECTUS OF THE FUNDS. At the time of sale, Dealer will furnish to each purchaser a copy of the then-current Prospectus for the applicable Share class and Funds. Dealer will offer and sell the Shares only in accordance with the terms and conditions of the Prospectus of the Funds. Dealer understands that no person, including itself, is authorized to give any information or to make any representations other than those contained in the Prospectus and any additional information, in shareholder reports or in such supplementary sales materials. Dealer agrees to not use any other offering materials for the Funds without the prior written consent of CUNA Brokerage.

3.1.5 PAYMENT TO CUNA BROKERAGE. Dealer will pay CUNA Brokerage, or its designated agent, the offering price, less any Dealer Commission to which Dealer is entitled, within three (3) business days of CUNA Brokerage's confirmation of Dealer's order, or such shorter time as may be required by law. If such payment is not received within said time period, CUNA Brokerage reserves the right, without prior notice, to cancel the sale or cause it to be cancelled by its designated agent, or, at CUNA Brokerage's option, to return the Shares, or cause the Shares to be returned by its designated agent, to the issuer for redemption or repurchase. In the latter case, CUNA Brokerage shall have the right to hold Dealer responsible for any loss resulting to CUNA Brokerage. Should payment be made by check on Dealer's local bank, liquidation of the Shares may be delayed pending clearance of Dealer's check.

3.2 DISTRIBUTING AND SERVICING SHARES.

3.2.1 QUALIFICATION REQUIREMENTS.

(a) For the purpose of the payment of Distribution and Services Fees hereunder, Dealer is the Dealer of record for Shares having an aggregate value of at least the minimum amount set forth in Schedule B ("Dealer Firm Requirements") throughout the period for which the Distribution and/or Service Fees are paid. The Funds' accounts are accounts in any Funds, but excluding any accounts for Dealer's own retirement plans.

(b) One or more of Dealer's current employees must be designated as a Representative on accounts having Shares of an aggregate value of at least the minimum amount set forth in Schedule B under Registered Representative Requirements throughout the period for which the Distribution and/or Service Fees are paid.

(c) Dealer will provide the following information and agrees that CUNA Brokerage will be entitled to rely on the accuracy of such information in updating CUNA Brokerage's records for determining the levels of the Distribution and/or Service Fees payable to Dealer under the terms of this Agreement. Dealer understands that such payments will be based solely on CUNA Brokerage's and the Funds' records.

(i) For each of the Funds' accounts registered in the name of one of Dealer's customers, Dealer will advise CUNA Brokerage or its designated agent of the Funds' account number and Representative's name, identification number, social security number, and branch number, preferably by electronic means before the end of the second month in each calendar quarter, if requested.

(ii) For each of the Funds' accounts designated as a "street name account" of the Dealer, Dealer will use its best efforts to advise CUNA Brokerage or its designated agent of the Funds' account number, net asset value of the account, date of valuation, and, for each Representative assigned to assets in the account: Representative's name, identification number, social security number, branch number, and the net asset value of assigned assets in the account, preferably by electronic means before the end of the second month in each calendar quarter, if requested.

3.2.2 REQUIRED SHAREHOLDER SERVICES.

(a) Dealer will assign one of its Representatives to each of the Funds' accounts on Dealer's records and reassign the Funds' accounts should any Representative terminate his/her relationship with Dealer. Dealer agrees to notify CUNA Brokerage within five (5) business days of such termination by any Representative.

(b) Dealer and its Representatives will assist CUNA Brokerage and its affiliates in providing the following services to shareholders of the Funds:

(i) Maintain regular contact with shareholders in assigned accounts and assist in answering inquiries concerning the Funds.

(ii) Assist in distributing sales and service literature provided by CUNA Brokerage, particularly to the beneficial owners of accounts registered as street name accounts.

(iii) Assist CUNA Brokerage and its affiliates in the establishment and maintenance of shareholder accounts and records.

(iv) Assist shareholders in effecting administrative changes, such as changing dividend options, account designations, address, automatic investment programs or systematic investment plans.

(v) Assist in processing purchase and redemption transactions.

(vi) Provide any other information or services as the customer or CUNA Brokerage may reasonably request.

(c) Dealer will support CUNA Brokerage's marketing efforts by granting reasonable requests for visits to Dealer's offices by CUNA Brokerage and/or the Funds' representatives and by including all of the Funds on Dealer's "approved" list.

(d) Dealer's compliance with the services set forth in this Subsection may be evaluated by CUNA Brokerage from time to time by surveying shareholder satisfaction with service, by monitoring redemption levels of shareholder accounts assigned to Dealer or by such other methods, as CUNA Brokerage deems appropriate.

(e) The provisions of this Subsection 3.2.2 may be amended by CUNA Brokerage from time to time upon written notice to Dealer.

3.2.3 REQUIRED DISTRIBUTION SERVICES. Dealer and its Representatives provide the following distribution services:

(a) Promote the Funds and offer and sell Class A, Class B, and Class C Shares of the Funds.

(b) Provide and compensate Representatives who shall offer and sell Class A, Class B, and Class C Shares of the Funds, including provision of:

(i) supervision and oversight of Representatives;

(ii) office support and general management of Representatives;

(iii) training of Representatives and other personnel regarding the Funds and Class A, Class B, and Class C Shares; and

(iv) sales literature about the Funds and Class A, Class B, and Class C Shares and other sales and promotion materials to Representatives;

(c) In cooperation with CUNA Brokerage, prepare sales literature about the Funds and Class A, Class B, and Class C Shares and other sales and promotion materials.

(d) Distribute the Prospectus for Class A, Class B and Class C Shares of the Funds.

(e) Distribute copies of shareholder reports for Class A, Class B and Class C Shares of the Funds as sales literature.

(f) Hold seminars and other promotional events for prospective investors in the Class A, Class B, and Class C Shares of the Funds.

(g) Where appropriate, advertise and generally promote the Funds and Class A, Class B, and Class C Shares of the Funds.

3.2.4 ELIGIBILITY FOR DISTRIBUTION AND SERVICE FEES. Dealer understands and agrees that the payment of any Distribution and/or Service Fees is subject to the limitations contained in the applicable distribution and/or service plan for each class of each Fund's Shares, which may be changed or discontinued at any time. Dealer understands that it has no right to receive payment of Distribution Fees or Service Fees unless the applicable Fund pays such a fee to CUNA Brokerage pursuant to the applicable distribution and/or service plan. Dealer's failure to provide the shareholder services described in Section 3.2.2 above, or the distribution services described in Section 3.2.3 above, as either may be amended by CUNA Brokerage from time to time, or otherwise comply with the terms of this Agreement, will render Dealer ineligible to receive Distribution and/or Service Fees. The failure of any Representative to provide services required by this Agreement will render that Representative's accounts ineligible as accounts on which the Distribution and/or Service Fees are paid.

3.2.5 PAYMENTS AND COMMUNICATIONS TO REPRESENTATIVES. Dealer will assist CUNA Brokerage or its designated agent in distributing to Dealer's Representatives periodic statements which CUNA Brokerage or its designated agent will have prepared showing the aggregate value of the Shares in the Funds which they are credited on CUNA Brokerage or its designated agents' records.

3.3 TRAINING AND SUPERVISION OF REPRESENTATIVES. Dealer will be responsible for the proper instruction and training of all Representatives in order for the Shares to be offered in accordance with the terms and conditions of this Agreement, and with all applicable state and federal laws, rules, and regulations. Further, Dealer has established rules, procedures, supervisory and inspection techniques necessary to train and to supervise diligently the activities of Representatives.

3.4 RECORDS. In accordance with the requirements of federal and state laws and rules of applicable self-regulatory organizations, as defined in the 1934 Act, including but not limited to the Rules of Fair Practice of FINRA, Dealer shall maintain complete records concerning the sale of the Shares, information regarding customers relating to the sale and/or servicing of the Shares, including the manner and extent of distribution of any sales and marketing or other solicitation material. Dealer shall make such records and files available to CUNA Brokerage at such times as CUNA Brokerage may reasonably request and shall make such material available to personnel of FINRA, SEC or other regulatory agency that has regulatory authority.

3.5 FIDELITY BOND. Dealer represents and covenants that all of its directors, officers, employees and Representatives who have access to customer funds, including the Shares, are and will continue to be covered by a blanket fidelity bond including coverage for larceny, embezzlement and other defalcation, issued by a bonding company rate A- or better from A.M. Best or equivalent rating from another nationally recognized statistical rating organization. This bond shall be maintained at Dealer's expense. Such bond shall be at least equivalent to the minimal coverage required under FINRA Rules. Dealer acknowledges that CUNA Brokerage may require evidence that such coverage is in force, and Dealer shall promptly give notice to CUNA Brokerage of any notice of cancellation or change of coverage. Dealer will assign any proceeds received from the fidelity bond company, error and omissions or other liability to CUNA Brokerage due to activities covered by the bond. If there is any deficiency, Dealer will promptly pay CUNA Brokerage the amount of such deficiency on demand. Dealer shall indemnify and hold harmless CUNA Brokerage from any such deficiency and from the cost of collection.

3.6 REGULATORY COMPLIANCE. Dealer hereby represents that it is registered as a broker-dealer with the SEC under the 1934 Act and is licensed and qualified as a broker-dealer or otherwise authorized to offer, sell and service, either directly or indirectly, the Shares under all applicable laws, rules and regulations of each jurisdiction in which the Shares will be offered, sold or serviced by Dealer. Dealer agrees to comply with all applicable state and federal laws, rules and regulations relating to the Shares and the Funds hereunder. Dealer further confirms that it is a member in good standing of FINRA and agrees to maintain such membership in good standing or, in the alternative, Dealer is a foreign dealer not eligible for membership in FINRA. Dealer agrees to abide by all the applicable rules and regulations of FINRA to which dealers in shares of open-end management investment companies are subject in connection with offering, selling and servicing the Shares, including without limitation the Rules of Conduct now in effect or hereafter adopted. Dealer further agrees that in offering, selling and servicing Shares, Dealer will comply with all applicable provisions of the Securities Act of 1933 (the "1933 Act"). Dealer agrees not to offer or sell the Shares in any jurisdiction in which the Shares are not qualified for sale or in which Dealer is not qualified as a broker-dealer. Each party hereto agrees to notify the other immediately should it cease to be a member of FINRA.

3.7 REPRESENTATIONS REGARDING THE FUNDS. Dealer and its Representatives are not authorized to make any representations concerning the Shares or the Funds except those contained in the Prospectus and in printed information provided by CUNA Brokerage or its designated agent as information supplemental to the Prospectus. In the event Dealer develops and creates advertising or sales materials with respect to the Shares or the Funds, all such materials must be approved by CUNA Brokerage or its designated agent prior to its use. Dealer shall be responsible for compliance and any required filing of such advertising or sales materials with FINRA or any other applicable regulatory authority.

3.8 PROPRIETARY INFORMATION. Dealer acknowledges and agrees that information provided by CUNA Brokerage under this Agreement, disclosed verbally or in writing, are proprietary in nature and belong exclusively to CUNA Brokerage. Dealer will use such proprietary information in accordance with and during the term of this Agreement and for no other purpose. Dealer will ensure that its officers, directors and Representatives will abide by the provisions hereof. Dealer agrees that it will not disclose any such information to any person, for consideration or otherwise, unless (a) CUNA Brokerage has authorized such disclosure in writing or (b) if such disclosure is expressly required by state or federal regulatory authorities or self-regulatory organizations, and CUNA Brokerage has received notice, in writing, of such disclosure. Upon request or termination of this Agreement, Dealer agrees to immediately return or destroy the proprietary information described in this Subsection according to the instructions given by CUNA Brokerage or its designated agent to Dealer.

4. ANTI-MONEY LAUNDERING. Each party hereto represents and warrants that they are, and will remain, in compliance with any and all applicable requirements of the Bank Secrecy Act ("BSA"), as amended by the USA Patriot Act of 2001 ("the Patriot Act"), any regulations thereunder, the regulations of the U.S. Department of the Treasury and any Executive Orders relating to the Office of Foreign Assets Control ("OFAC"), FINRA Rule 3011, and any other applicable requirements. Information and/or reports, in a form not prohibited by law, regarding suspicious activity involving the purchase of the Shares should be reported to CUNA Brokerage at the address specified above or at an address later specified in writing to Dealer. Furthermore, each of the parties agrees to:

(a) Maintain and enforce an anti-money laundering ("AML") program that includes written policies, procedures, and controls reasonably designed to ensure the respective party's compliance with its responsibilities under any applicable laws, regulations, rules or requirements.

(b) Maintain and enforce Section 326 of the Patriot Act, "Know Your Customer," identification and verification policies, procedures and controls reasonably designed to ensure the respective party's compliance with its responsibilities under any applicable laws, regulations, rules or requirements.

(c) Perform periodic audits to verify compliance with the AML program.

(d) Appoint an AML Compliance Officer ("AMLCO") responsible for administering its AML Program.

(e) Conduct periodic AML training programs.

(f) Monitor transactions to identify potentially suspicious activities.

(g) File Suspicious Activity Reports with the Financial Crimes Enforcement Network.

(h) Cooperate and share information with one another pursuant to Sections 312, 313, and 314 of the Patriot Act as to enable each party to conduct due diligence in monitoring of customer activity.

(i) Allow examiners from the SEC the ability to obtain information and records related to the Funds' account holders and the ability to inspect for the purpose of examining compliance with the Patriot Act, BSA and any applicable laws, regulations, rules or requirements, as such compliance pertains to the distribution and sale of the Shares under the Agreement.

5. INDEPENDENT CONTRACTORS. In offering, selling and servicing the Shares under this Agreement, Dealer is acting as an independent contractor and nothing herein shall be construed to constitute Dealer or any of Dealer's agents, employees or Representatives as an agent or employee of CUNA Brokerage, or as an agent or employee of the Funds. As principal underwriter and distributor of the Funds, CUNA Brokerage shall have full authority to take such action as it may deem advisable in respect of all matters pertaining to the distribution of the Shares. CUNA Brokerage shall not be under any obligation to Dealer, except for its obligations under this Agreement.

6. TERM AND TERMINATION.

6.1 TERM. This Agreement will commence on the Effective Date, and unless terminated as provided herein, will continue in force indefinitely or so long as the parties desire such continuance.

6.2 TERMINATION. Either party hereto may terminate this Agreement, without cause, upon thirty (30) days' written notice to the other party. CUNA Brokerage may terminate this Agreement for cause upon the violation by Dealer of any of the provisions hereof, such termination to become effective on the date of mailing such notice of termination to Dealer. This Agreement shall terminate effective immediately in the event: (a) either party ceases to be a member of FINRA; (b) the Distribution Agreement between CUNA Brokerage and the Funds is terminated; or (c) in the event of its assignment.

6.3 EFFECT OF TERMINATION. Upon termination of this Agreement, any obligation by CUNA Brokerage to pay Dealer Commissions, Distribution Fees and Service Fees will cease. Nevertheless, termination of this Agreement shall not end Dealer's obligation to pay for Shares it has sold. Dealer will immediately return or destroy, according to CUNA Brokerage's or its designated agent's instructions, any and all proprietary information and any copies thereof as described in Subsection 3.8 hereof. Dealer agrees to retain all customer files and records pursuant to Subsection 3.4 hereof.

7. MUTUAL INDEMNIFICATION.

7.1 CUNA BROKERAGE INDEMNIFICATION. CUNA Brokerage will indemnify Dealer and hold Dealer harmless from any claim, demand, loss, expense or cause of action, including reasonable attorneys' fees, resulting from the misconduct or gross negligence, as measured by industry standards, of CUNA Brokerage, its designated agents and employees, in carrying out its obligations under this Agreement; or the material breach of any term of this Agreement.

7.2 DEALER INDEMNIFICATION. Dealer will indemnify CUNA Brokerage and hold CUNA Brokerage harmless from any claim, demand, loss, expense or cause of action, including reasonable attorneys' fees, resulting from the misconduct or gross negligence, as measured by industry standards, of Dealer, Dealer's agents, Representatives and employees, in carrying out Dealer's obligations under this Agreement; or the material breach of any term of this Agreement, including, but not limited to, making of misleading or untrue statement to a customer relating to the Shares or the Funds, or failing to be registered as a broker-dealer under the 1934 Act or licensed in accordance with applicable federal or state laws, rules or regulations.

8. NOTICES. All notices or other communications required or permitted to be given under this Agreement shall be given in writing and shall be: (a) delivered by personal delivery; or (b) sent by United States certified or registered mail, postage prepaid, return receipt requested; or (c) sent by telecopier, facsimile machine or other electronic transmission; or (d) sent by private overnight service. All notices or communications to CUNA Brokerage and Dealer shall be given or sent to the addresses specified above. Each party may change the address to which notices or communications shall be sent by giving notice to the other party in accordance with this Section 8. Such notices or communications shall be effective upon receipt or on the date of mailing.

9. SHARING OF CUSTOMER INFORMATION. The parties hereto acknowledge and agree that it may be necessary for CUNA Brokerage to share its customer information ("Customer Information") with Dealer in order for Dealer to meet its obligations under this Agreement. With respect to the sharing, use and protection of Customer Information, Dealer agrees to the following:

9.1 CONFIDENTIALITY AND RESTRICTIONS ON DISCLOSURE OF CUSTOMER INFORMATION. Dealer agrees to hold in strict confidence Customer Information obtained from CUNA Brokerage during this Agreement. Dealer agrees not to disclose Customer Information, in any form or medium, to any affiliated or nonaffiliated person, firm or corporation except as necessary to perform sales and services under this

Agreement or as may be required by law. The parties acknowledge and agree that disclosing Customer Information to effectuate, service or administer a customer transaction shall not be considered a breach of the confidentiality obligations created hereunder. To the extent that Dealer contracts with a third party that obtains Customer Information in order to provide services under this Agreement, Dealer agrees to obtain contractual confidentiality protections to require the third party to hold Customer Information in strict confidence and not disclose it to any person unless required by law. Dealer agrees to comply with applicable privacy laws and regulations including, but not limited to, the Gramm-Leach-Bliley Act, Public Law 106-102 (1999) as set forth in 15 U.S.C.A.
Section 6801, as amended and to comply with applicable changes in such laws and regulations as these occur and become effective.

9.2 USE OF CUSTOMER INFORMATION. Dealer agrees to use Customer Information only to provide sales and services hereunder and not to use such information for any other purpose.

9.3 OBLIGATION TO MAINTAIN SECURITY OVER CUSTOMER INFORMATION. Dealer agrees to implement and maintain reasonable and customary security measures to safeguard Customer Information. Such measures shall include, but not be limited to, requiring employees who will have access to such information to agree to the confidentiality requirements of this Section 9.

10. COMPLAINTS AND INVESTIGATIONS. The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or judicial or administrative proceeding with respect to each such party and any of their directors, officers, employees, designated agents or Representatives or their affiliates to the extent that such investigation or proceeding is in connection with any of the activities pursuant to this Agreement. Without limiting the generality of the foregoing: (a) Dealer shall promptly notify CUNA Brokerage of any complaint or comment regarding the sale of shares of the Funds or any allegations that Dealer or its directors, officers, employees, agents or Representatives violated any law, regulation or rule in connection with the activities governed by this Agreement; (b) Dealer shall promptly investigate any such complaints or allegations, take appropriate remedial measures and notify CUNA Brokerage of the same; and (c) Dealer shall cooperate fully with CUNA Brokerage in any regulatory, judicial and administrative proceeding involving Dealer's activities under this Agreement.

11. WAIVER. A waiver by any party of any terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of any such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performance of any obligations hereunder.

12. ASSIGNMENT. This Agreement shall not be assigned or transferred, except that CUNA Brokerage may assign or transfer this Agreement to any successor which becomes the principal underwriter and distributor of the Funds.

13. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Wisconsin, without regard to conflict of laws principles; provided nothing herein shall be construed as being inconsistent with the 1933 Act, the 1934 Act, or the 1940 Act.

14. AMENDMENT. This Agreement, including the Schedules hereto, shall be deemed amended as provided in any written notice delivered by CUNA Brokerage to Dealer.

15. HEADINGS. The headings in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.

16. SEVERABILITY. If any portion or provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

17. SURVIVAL. The provisions of Sections or Subsections 3.4, 3.8, 7, 9 and 16 shall survive the termination of this Agreement.

18. ENTIRE AGREEMENT. Except for the Shareholder Information and Redemption Fee Addendum to this Agreement (a.k.a. the Rule 22c-2 Agreement), this Agreement, along with the Schedules attached hereto signed this same date, embody the entire agreement and understanding relating to the sale of Shares and service of the Funds and any other subject covered by this Agreement, and supersedes all prior agreements and understandings relating to such subject matter.

19. COUNTERPARTS. This Agreement may be executed in counterparts and all documents so executed shall constitute one agreement binding on the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forth above.

CUNA BROKERAGE SERVICES, INC.

DEALER: [ ]

NOTE: Please return two signed copies of this Agreement to:

CUNA Brokerage Services, Inc.
c/o MEMBERS Capital Advisors
Attn: Holly S. Baggot, 4C14
5910 Mineral Point Road
Madison, WI 53705
Upon acceptance, one countersigned copy will be returned to Dealer for its files.

CATEGORY A:                                    CLASS

     MEMBERS(R) Bond Fund                      A, B
     MEMBERS(R) Diversified Fund               A, B
     MEMBERS(R) High Income Fund               A, B
     MEMBERS(R) International Stock Fund       A, B
     MEMBERS(R) Large Cap Growth Fund          A, B
     MEMBERS(R) Large Cap Value Fund           A, B
     MEMBERS(R) Mid Cap Growth Fund            A, B
     MEMBERS(R) Mid Cap Value Fund             A, B
     MEMBERS(R) Small Cap Growth Fund          A, B
     MEMBERS(R) Small Cap Value Fund           A, B
     MEMBERS(R) Aggressive Allocation Fund     A, B, C
     MEMBERS(R) Moderate Allocation Fund       A, B, C
     MEMBERS(R) Conservative Allocation Fund   A, B, C

CATEGORY B:

     MEMBERS(R) Cash Reserves Fund             A, B

SCHEDULE B - MINIMUM ASSETS

Dealer Firm Requirements. The minimum aggregate average net asset value of all accounts in the Funds specified by Subsection 3.2.1 is $250,000.

Registered Representative Requirements. With respect to Subsection 3.2.1(b), there will be no minimum asset qualification requirement in the MEMBERS Funds applicable to Representatives. CUNA Brokerage will review this requirement prior to the start of each year and inform Dealer of any changes.

Class A:   0.25% of average daily net assets
Class B:   0.25% of average daily net assets
Class C:   0.25% of average daily net assets

CATEGORY B:

Class A and B: None

All payments are made quarterly for purchases settling prior to the last business day of the quarter. Minimum check to be paid to dealer is $100.00 (if total is less than $100.00, payment will be withheld until the next quarterly cycle). For CLASS A AND B SHARES, the first payment to Dealer begins accruing the first day following a sale of Shares by the Dealer. For CLASS C SHARES, the first payment to Dealer begins accruing the thirteenth month following a sale of Shares by Dealer. CUNA Brokerage will review this prior to the start of each year and inform Dealer of any changes.

Class A:   None
Class B:   None
Class C:   0.75% of average daily net assets

All payments are made quarterly for purchases settling prior to the last business day of the quarter. Minimum check to be paid to dealer is $100.00 (if total is less than $100.00, payment will be withheld until the next quarterly cycle). For CLASS C SHARES, the first payment to Dealer begins accruing the thirteenth month following a sale of Shares by Dealer. CUNA Brokerage will review this prior to the start of each year and inform Dealer of any changes.

SCHEDULE E - OTHER COMPENSATION -- ANNUAL RATES

None

Exhibit i.1d

Steve Suleski
Vice President
Office of General Counsel
Phone: 608.231.7653
Fax: 608.236.7653
E-mail: steve.suleski@cunamutual.com

February 28, 2008

MEMBERS Mutual Funds
5910 Mineral Point Road
Madison, Wisconsin 53705

Re: Opinion of Counsel - MEMBERS Mutual Funds Post-Effective Amendment for Class C Shares File Nos. 333-29511 and 811-08261

Ladies and Gentlemen:

We have acted as your counsel in connection with the preparation of Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A (Registration Nos. 333-29511; 811-08261) (the "Registration Statement") relating to the new Class C shares (the "Shares") of the Conservative Allocation Fund, Moderate Allocation Fund and Aggressive Allocation Fund (collectively, the "Funds"), each a series of the MEMBERS Mutual Funds, a business trust organized under the laws of the State of Delaware (the "Company"), in the manner set forth in the Registration Statement (and the Prospectus of the Funds included therein).

We have examined: (a) the Registration Statement (and the Prospectus of the Funds included therein), (b) the Company's Amended and Restated Declaration of Trust, (c) certain resolutions of the Company's Board of Trustees, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

Based upon the foregoing, we are of the opinion that the Shares, when sold as contemplated in the Registration Statement, will be duly authorized and validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not admit that we are "experts" within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required by Section 7 of said Act.

Very truly yours,

/s/ Steven R. Suleski
Steven R. Suleski
Vice President and Associate General
Counsel

Exhibit j

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 24 to Registration Statement No. 333-29511 on Form N-1A of our report dated December 20, 2007, relating to the financial statements and financial highlights of MEMBERS Mutual Funds, including the Cash Reserves Fund, Bond Fund, Diversified Income Fund, High Income Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid Cap Value Fund, Mid Cap Growth Fund, International Stock Fund, Conservative Allocation Fund, Moderate Allocation Fund, Aggressive Allocation Fund, Small Cap Value Fund, and Small Cap Growth Fund (collectively, the "Funds") appearing in the Annual Report on Form N-CSR of MEMBERS Mutual Funds for the year ended October 31, 2007, and to the reference to us under the heading "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information, which is part of such Registration Statement.

/s/ Deloitte & Touche LLP
Chicago, Illinois
February 26, 2008

Exhibit m.3

MEMBERS MUTUAL FUNDS

DISTRIBUTION AND SERVICE PLAN
CLASS C SHARES

EFFECTIVE AS OF FEBRUARY 28, 2008

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"). The Trust is organized as a statutory trust pursuant to the laws of the State of Delaware.

B. The Trust intends to distribute its Class C shares of beneficial interest (the "CLASS C SHARES") in accordance with Rule 12b-1 under the 1940 Act and desires to adopt this distribution plan (the "PLAN"). The Plan will pertain to Class C Shares of each series of the Trust listed on Schedule A hereto (individually a "FUND" and collectively the "FUNDS"). The Plan shall also apply to the Class C 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 Schedule A hereto.

C. The Trust recognizes and agrees that (a) the principal underwriter may retain the services of firms or individuals to act as dealers or wholesalers (collectively, "DEALERS") of the Class C Shares in connection with the offering of Class C Shares, (b) the principal underwriter may compensate any dealer that sells Class C Shares in the manner and at the rate or rates to be set forth in an agreement between the principal underwriter and such dealer and (c) the principal underwriter may make such payments to the dealers for distribution services out of the fee paid to the principal underwriter hereunder, its profits or any other source available to it.

D. The Board, in considering whether the Trust should adopt and implement this Plan, has evaluated such information as it deemed necessary to an informed determination of whether this Plan should be adopted and implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets attributable to the Class C Shares for such purposes, and has determined that there is a reasonable likelihood that the adoption and implementation of this Plan will benefit the holders of the Class C Shares and the Trust.

NOW, THEREFORE, the Trust has adopted the Plan in accordance with Rule 12b-1 under the 1940 Act on the following terms and conditions:

1. The Trust may pay the principal underwriter a service fee to compensate the principal underwriter for any efforts undertaken or expenses incurred (as described in paragraph 2) for activities relating to the personal and account maintenance services to shareholders of the Class C Shares ("CLASS C SERVICE FEE"). The Class C Service Fee shall not exceed 0.25%, on an annual basis, of the average value of the daily net assets of each Fund attributable to the Class C Shares. The Trust may also pay the principal underwriter a distribution fee to compensate distribution expenses with respect to Class C Shares ("CLASS C DISTRIBUTION FEE"). The Class C Distribution Fee shall not exceed 0.75% on an annual basis, of the daily net assets of each Fund attributable to Class C Shares. The value of the net assets of the Class C Shares in each Fund shall be determined in accordance with the Declaration of Trust of the Trust, as may be amended from time to time. The Class C Service Fee and Class C Distribution Fee shall be calculated and

accrued daily and paid no less frequently than annually.

2. The principal underwriter may spend the amount of the Class C Service Fee as it deems appropriate to finance any activity that is primarily intended to provide ongoing servicing and maintenance of the accounts of shareholders of the Class C Shares, including, but not limited to, compensation of dealers and others for providing personal and account maintenance services to Class C shareholders and salaries and other expenses relating to the Class C account servicing efforts.

3. The principal underwriter may spend the amount of the Class C Distribution Fees as it deems appropriate to finance any activity that is primarily intended to result in the sale of Class C Shares, including, but not limited to, compensation of dealers and others for various activities primarily intended to result in the sale of Class C Shares, and salaries and other expenses relating to selling or servicing efforts. Without limiting the generality of the foregoing, the initial categories of Class C Distribution Fee expenses shall include:

(a) salaries and expenses of sales force, home office management and marketing personnel;

(b) expenses incurred by the principal underwriter for office space, office equipment and supplies;

(c) expenses incurred by the principal underwriter for the preparation, printing and distribution of sales literature used in connection with the offering of the Class C Shares;

(d) expenses incurred by the principal underwriter for advertising, promoting and selling the Class C Shares;

(e) the cost of printing or distributing the Trust's prospectus or statement of additional information (or supplements thereto) used in connection with the offering of the Class C Shares;

(f) the cost of printing and distributing additional copies, for use as sales literature for the Class C Shares, of annual reports and other communications prepared by the Trust for distribution to existing shareholders;

(g) the cost of holding seminars and sales meetings designed to promote the sale of the Class C Shares;

(h) the cost of training sales personnel regarding sale of the Class C Shares; and

(i) the cost of any other activity that the Board determines is primarily intended to result in the sale of Class C Shares.

4. The Trust understands that agreements between the principal underwriter and selected broker-dealers may provide for payment of fees to such broker-dealers in connection with sale of Class C Shares and the provision of services to holders of Class C Shares. This Plan shall not be construed as requiring the Trust to make any payment to any party or to have any obligations to any party in connection with services relating to the Class C Shares. The principal underwriter shall agree and undertake that any agreement entered into between the principal underwriter and any other party relating to sales of the Class C Shares shall provide that such other party shall look solely to the principal underwriter for compensation for its services thereunder and that in no event shall such party seek any payment from the Trust.

5. Nothing contained in this Plan shall be deemed to require the Trust to take any action contrary to its Declaration of Trust or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of the responsibility for and control of the conduct of the affairs of the Trust.

6. This Plan shall become effective upon approval by a vote of the Board and a vote of a majority of the trustees who are not "interested persons" (as that term is defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the "qualified disinterested trustees"), such votes to be cast in person at a meeting called for the purpose of voting on this Plan. The effective date of the Plan is the date on which the Board approval described above occurs.

7. This Plan will remain in effect beyond the first anniversary of its effective date only if its continuance is specifically approved at least annually by a vote of both a majority of the trustees of the Trust and a majority of the qualified disinterested trustees. In connection with the annual review and approval of this Plan, the principal underwriter shall furnish the Board with such information as the Board may reasonably request in order to enable the Board to make an informed determination of whether the Plan should be continued.

8. The Trust and the principal underwriter shall provide the Board, and the Board shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. In the event that any amount of servicing or distribution expenses are not specifically attributable to Class C Shares of any particular Fund, the principal underwriter may allocate such expenses to the Class C Shares of each Fund deemed to be reasonably likely to benefit therefrom based upon the ratio of the average daily net assets of Class C Shares in each Fund during the previous period to the aggregate average daily net assets of Class C Shares in all Funds for such period. Any such allocation may be subject to such adjustments as the principal underwriter, with approval from the Board, shall deem appropriate to render the allocation fair and equitable under the circumstances.

9. This Plan may be amended at any time by the Board, provided that it may not be amended to increase materially the amount that may be spent for servicing and distribution of the Class C Shares without the approval of holders of a majority of the outstanding votes attributable to Class C Shares and may not be materially amended in any case without a vote of a majority of both the trustees and the qualified disinterested trustees. This Plan may be terminated at any time by a vote of a majority of the qualified disinterested trustees or by a vote of the holders of a majority of the outstanding votes attributable to Class C Shares.

10. In the event of termination or expiration of the Plan, the Trust may nevertheless, within twelve months of such termination or expiration, pay any Class C Service Fee or Class C Distribution Fee accrued prior to such termination or expiration, provided that payments are specifically approved by the Board, including a majority of the qualified disinterested trustees.

11. While this Plan is in effect, the selection and nomination of qualified disinterested trustees shall be committed to the discretion of the sitting qualified disinterested trustees.

12. Any agreement related to this Plan shall be in writing and shall provide in substance that: (a) such agreement, with respect to any Fund, may be terminated at any time, without the payment of any penalty, by vote of a majority of the qualified disinterested trustees or by vote of a majority of the outstanding votes attributable to Class C Shares of that Fund, on not more than 60 days written notice to any other party to the agreement; and (b) such agreement shall terminate automatically in the event of its assignment.

13. The Trust shall preserve copies of this Plan, and each agreement related hereto and each report referred to in paragraph 8 hereof, for a period of not less than six (6) years from the end of the fiscal year in which such records or documents were made. For a period of two (2) years, each such record or document shall be kept in an easily accessible place.

14. This Plan shall be construed in accordance with the laws of the State of Delaware and the applicable provisions of the 1940 Act.

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

16. Neither this Plan nor any other transaction between the parties hereto pursuant to this Plan shall be invalidated or in any way affected by the fact that any or all of the trustees, officers, shareholders, or other representatives of the Trust are or may be interested persons of the principal underwriter, or any successor or assignee thereof, or that any or all of the directors, officers, or other representatives of the principal underwriter are or may be interested persons of the Trust, except as otherwise may be provided in the 1940 Act.

SCHEDULE A

FUNDS SUBJECT TO PLAN

Conservation Allocation Fund
Moderate Allocation Fund
Aggressive Allocation Fund

Exhibit n

MEMBERS MUTUAL FUNDS

AMENDED AND RESTATED PLAN FOR MULTIPLE CLASSES OF SHARES

AS APPROVED BY THE BOARD OF TRUSTEES ON FEBRUARY 28, 2008

A. MEMBERS MUTUAL FUNDS (the "TRUST") is a diversified, 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 statutory trust pursuant to the laws of the state of Delaware.

B. The Declaration of Trust of the Trust (the "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 C 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 C shares are subject to an asset-based distribution fee, an asset-based shareholder service fee (except for money market funds), and a CDSC; and Class Y shares are not subject to any of the above mentioned fees.

C. This Amended and Restated Plan for Multiple Classes of Shares (the "PLAN") is a plan as contemplated by Rule l8f-3(d) under the Act.

D. The Board of Trustees of the Trust (the "BOARD"), 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 the holders of Class B shares of each series; (iii) in the best interests of the holders of Class C shares of each series; (iv) in the best interests of the holders of Class Y shares of each series; and (v) in the best interests of the Trust as a whole.

E. The Plan will remain in effect until such time as the Board terminates the Plan or makes a material change to the Plan. Any material change to the Plan must be approved by the Board, 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.

                            CONSERVATIVE ALLOCATION FUND
                              MODERATE ALLOCATION FUND
                             AGGRESSIVE ALLOCATION FUND
                              DIVERSIFIED 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          BOND FUND
   INVESTMENT AMOUNT          INTERNATIONAL STOCK FUND     HIGH INCOME FUND
-------------------------   ----------------------------   ----------------
                               (Sales Charge as a % of Offering Price)
                            -----------------------------------------------
       Under $25,000                    5.75%                  4.50%
    $25,000 to $49,999                  5.00%                  4.50%
    $50,000 to $99,999                  4.50%                  4.00%
   $100,000 to $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 million or more and
certain other investments
    described below(1)                  None(1)                None(1)

(1) A CDSC may be assessed on certain purchases of Class A shares of over $1,000,000 at a rate of 1.00% in the first year and 0.50% 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 service plan adopted by the Board 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 advisers 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 (which consists of CUNA Mutual Insurance Society and its subsidiaries and affiliates ("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 the Fund's prospectus may apply.

- Individuals and their immediate family who within the past twelve months were trustees of the Board or the board of trustees of the Ultra Series Fund; 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 Trust.

- Credit union system-affiliated institutional investors and other non-profit organizations as described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "CODE").

- Credit union employees, and employees of non-profit organizations that qualifies as tax-exempt under section 501(c) of the Code, when purchasing shares in a 457(b) eligible deferred compensation plan.

- 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 Fund's distributor or investment adviser.

- With proceeds from the liquidation of a CUNA Mutual Group-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 the Fund's 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 Funds.

- By exchange from one Fund to another.

- Pursuant to the Funds' reinstatement or reinvestment privilege (see the Fund's statement of additional information (the "SAI") for more information).

- From the proceeds of shares of another Fund 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:

- individuals and their immediate family for their 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. An individual may add the current market value of such individual's existing holdings in any fund and class of shares of the Trust (including combinations), to the amount of such individual's next purchase of Class A shares to qualify for reduced sales charges. The current value of existing investments in an individual's MEMBERS variable annuity contract may also be taken into account to determine such individual's Class A sales charges.

LETTER OF INTENT. An individual 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.

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 charge at the time of purchase, but may be 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 pursuant to Rule l2b-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 Conduct Rules (the "CONDUCT RULES") of the Financial Industry Regulatory Authority, Inc. ("FINRA").

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 computing the 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-l0 under the Act as currently adopted. Under Rule 6c-l0, no CDSC is imposed with respect to: (1) 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; (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 C SHARES. Class C shares are sold through CBSI, or other registered broker-dealers authorized by CBSI, at their net asset value without the imposition of a sales charge at the time of purchase, but may be subject to a CDSC at the time of redemption (as explained in more detail below). Class C shares also support: (1) an asset-based distribution fee (as provided for by a distribution plan adopted by the Board pursuant to Rule l2b-l under the Act) equal to 0.75% of the average daily net assets of the Trust attributable to Class C 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 C shares on an annual basis. The imposition of the CDSC and asset-based fees must, however, remain consistent with the requirements of the Conduct Rules.

For Class C shares, a CDSC of 1% may be charged on shares sold within one year of purchase. The amount of the CDSC is determined by multiplying the CDSC percentage charge of 1% 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.

For purposes of computing the 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-l0 under the Act as currently adopted. Under Rule 6c-l0, no CDSC is imposed with respect to: (1) 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 C shares; (2) shares of Class C shares acquired through reinvestment of income dividends or capital gain distributions; or (3) shares of Class C shares held for more than one year after purchase.

1.4 CLASS Y SHARES. Class Y shares are sold without the imposition of a sales charge and do not support an asset-based shareholder service fee. Class Y shares are generally only available for purchase by the Conservative Allocation, Moderate Allocation and Aggressive Allocation Funds, other affiliated 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 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 Conduct Rules, as amended from time to time, and any other rules or regulations promulgated by the FINRA applicable to mutual fund distribution and service fees.

SECTION II ALLOCATION OF EXPENSES

2.1 CLASS DISTINCTIONS. Class A shares, Class B shares, Class C 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) each class may be subject to a distinct distribution and/or service 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 Rule 12b-1 plan for such class); and
(4) each class will bear a different name or designation.

2.2 CLASS EXPENSES. The Board, 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 and Class C shares, the net income attributable to and the dividends payable on Class B and Class C shares are anticipated to be lower (although it may be higher) than that of the Class A 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 C or Class Y are satisfied first by redeeming the holder's Class A, Class C, 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, 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 and Restated Plan for Multiple Classes of Shares on the day and year set forth below.

Dated: February 4, 2008

MEMBERS MUTUAL FUNDS

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

Attest:


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

.

.
.
Exhibit p.4

                                 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

MESSAGE FROM OUR CEO             "THE REPUTATION OF A THOUSAND YEARS MAY BE
                                 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.

                                 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                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

                                 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

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
                                 THE CODE OF ETHICS MANAGER, CHIEF COMPLIANCE
                                 OFFICER, GENERAL COUNSEL OR CHAIR OF THE ETHICS
                                 COMMITTEE.

                                 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).

                                 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

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 MUTUAL FUND   engaging in mutual fund investments ensure that all
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.

                                 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

POLICY ON PERSONAL SECURITIES    All Employees are required to clear their personal
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,

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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.

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CODE OF ETHICS

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

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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.

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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.

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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.

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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,

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CODE OF ETHICS

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

                                 Wellington Management Company, llp
                                 Wellington Trust Company, na
                                 Wellington Management International Ltd
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                                 CODE OF ETHICS

                                 -    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 FOR          In cases of hardship, the Chief Compliance Officer,
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 CERTIFICATION      Records of personal securities transactions by
REQUIREMENTS                     Employees and their immediate family members will be
                                 maintained. All Employees are subject to the
                                 following reporting and certification requirements:

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CODE OF ETHICS

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

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CODE OF ETHICS

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:

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-    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.

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                                 CODE OF ETHICS

                                 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 OPPORTUNITIES,     entertainment opportunities by clients, brokers,
AND SENSITIVE PAYMENTS           vendors or other organizations with whom the firm
                                 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.

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-    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:

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CODE OF ETHICS

-    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.

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CODE OF ETHICS

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

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CODE OF ETHICS

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:

                                 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

                                 -    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.

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                                 CODE OF ETHICS

                                 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 CODE OF        COMPLIANCE WITH THE CODE IS EXPECTED AND VIOLATIONS
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.

                                 Wellington Management Company, LLP
                                 Wellington Trust Company, NA
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                                 Wellington International Management Company Pte Ltd.
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                                 CODE OF ETHICS

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, 2007

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
JKE      iShares Morningstar Large Growth

SYMBOL                         NAME
------   -----------------------------------------------
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

PROHIBITED TRANSACTIONS:

HOLDRS
Initial Public Offerings ("IPOs")

* 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.

This appendix may be amended at the discretion of the Ethics Committee

Dated February 17, 2006

                                      PERMITTED                    RESTRICTIONS
                            ----------------------------   ----------------------------
ACCEPTING AN INDIVIDUAL     Gifts with a value of $100     Gifts of cash, gift
GIFT                        or less are generally          certificates or other item
                            permitted.                     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            Discouraged from accepting
OPPORTUNITIES AND TICKETS   participation is occasional,   ticket or entrance fee with
                            host is present, event has a   face value over $200, more
                            legitimate business purpose,   than one ticket, ticket to
                            ticket or entrance fee has     high profile or unusual
                            face value of $200 or less,    event, or event where
                            event is not unusual or high   numerous Wellington
                            profile or could not be        Employees are invited.
                            deemed excessive.              Business Manager approval
                                                           required for above
                                                           situations and Employee
                                                           must pay for ticket.

ACCEPTING LODGING           Employee cannot accept         Employee must pay cost of
                            gift of lodging                lodging in connection with
                                                           any entertainment
                                                           opportunity.

ACCEPTING CAR/LIMO          Exercise reasonable            Discouraged from accepting
SERVICE                     judgment and host must be      when host is not present
                            present.                       unless safety is a concern

ACCEPTING AIR TRAVEL-       Employee cannot accept         Employee must pay air
COMMERCIAL                  gift of air travel             travel expenses in
                                                           connection with any
                                                           entertainment opportunity.

ACCEPTING AIR TRAVEL -      Employee cannot accept         Employee cannot accept
PRIVATE                     gift of private air travel.    gift of private air travel.

GIVING GIFTS                Gifts to clients valued at     Gifts valued at over $100
                            $100 or less are acceptable    require approval of
                            provided gift is not cash or   employee's Business
                            cash equivalent.               Manager.

GIVING ENTERTAINMENT                                       Employees cannot source
OPPORTUNITIES                                              tickets on behalf of clients
                                                           from other employees or
                                                           from ticket vendors.