APPENDIX A
MEMBERS MUTUAL FUNDS
ULTRA SERIES FUND
AUDIT COMMITTEE POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED
BY INDEPENDENT AUDITOR
The Audit Committee (the "Committee") of each of MEMBERS Mutual Funds and the
Ultra Series Fund (each, a "Trust" and collectively, the "Trusts") has the
responsibility for ensuring that all services performed by the independent audit
firm (the "Firm") for the funds do not impair the Firm's independence. This
review is intended to provide reasonable oversight without removing management
from its responsibility for day-to-day operations. In this regard, the Committee
should:
o Understand the nature of the professional services expected to be
provided and their impact on auditor independence and audit quality;
o Examine and evaluate the safeguards implemented by the Trusts and
the auditor to safeguard independence;
o Meet semi-annually with the partner of the Firm; and
o Consider approving categories of service that are not deemed to
impair independence for a one-year period.
It is important that a qualitative, rather than mere quantitative, evaluation be
performed by the Committee in discharging its responsibilities.
POLICY FOR AUDIT AND NON-AUDIT SERVICES PROVIDED TO THE TRUSTS
On an annual basis, each Trust's Committee will review and consider whether to
pre-approve the financial plan for audit fees as well as categories of
audit-related and non-audit services that may be performed by the Firm directly
for the Trusts. The Committee will receive an annual report from the Firm of all
audit and non-audit services that were approved during the year.
The engagement of the Firm for any non-audit service requires the written
pre-approval of each Trust's Treasurer and all non-audit services performed by
the Firm will be disclosed in the required SEC periodic filings.
In connection with the Committee review and pre-approval responsibilities, the
review by the Committee will consist of the following:
Audit Services
The categories of audit services and related fees to be reviewed and considered
for pre-approval annually by the Committee or its delegate include the
following:
o Annual fund financial statements audits;
o Seed audits (related to new product filings, as required); and
o SEC and regulatory filings and consents
Audit Related Services
In addition, the following categories of audit-related services are deemed to be
consistent with the role of the Firm and, as such, will be considered for
pre-approval by the Committee or its delegate on an annual basis:
o Accounting consultations;
o Fund merger support services;
o Other accounting related matters;
o Agreed Upon Procedures reports
o Attestation Reports
o Other Internal Control Reports
Notwithstanding any annual pre-approval of these categories of services,
individual projects with an estimated fee in excess of $25,000 are subject to
pre-approval by the Committee Chair or its delegate on a case-by-case basis.
Individual projects with an estimated fee in excess of $50,000 are subject to
pre-approval by the Committee or its delegate on a case-by-case basis.
Tax Services
The following categories of tax services are deemed consistent with the role of
the Firm and as such, will be considered for pre-approval by the Committee or
its delegate on an annual basis:
o Tax compliance services related to the filing or amendment made in
respect of federal state or local income tax requirements, or sales
and use tax requirements;
o Timely RIC qualification reviews;
o Tax distribution analysis and planning;
o Tax authority examination services;
o Tax appeals support services;
o Accounting methods studies;
o Fund merger support services; and
o Tax consulting services and related projects.
Notwithstanding any annual pre-approval of these categories of services,
individual projects with an estimated fee in excess of $25,000 are subject to
pre-approval by the Committee Chair or its delegate on a case-by-case basis.
Individual projects with an estimated fee in excess of $50,000 are subject to
pre-approval by the Committee or its delegate on a case-by-case basis.
Other Non-audit Services
The SEC auditor independence rules adopted in response to Sarbanes-Oxley Act
specifically allow certain non-audit services. Because of their nature, none of
these services may be
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commenced by the Firm without the prior approval of the Committee. The
Committee may delegate this responsibility to one or more of the Committee
members, with the decisions presented to the full Committee at the next
scheduled meeting. Proscribed Services
In accordance with SEC rules on independence, the Firm is prohibited from
performing services in the following categories of non-audit services:
o Management functions;
o Accounting and bookkeeping services;
o Internal audit services;
o Financial information systems design and implementation;
o Valuation services supporting the financial statements;
o Actuarial services supporting the financial statements;
o Executive recruitment;
o Expert services (e.g., litigation support); and
o Investment banking.
POLICY FOR PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED TO AFFILIATES OF THE
TRUSTS
Each Trust's Committee is also responsible for pre-approving certain non-audit
services provided to affiliates of the Trusts which provide ongoing services to
the Trusts. The only non-audit services provided to these entities which require
pre-approval are those services that relate directly to the operations and
financial reporting of the Trusts.
Although neither Trust's Committee is required to pre-approve all services
provided to MEMBERS Capital Advisors, Inc. ("MCA"), the Trusts' investment
adviser, the Committee will annually receive a report from the Firm on the
aggregate fees for all services provided to MCA and affiliates.
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