CORRESP 1 c91933corresp.txt CORRESPONDENCE Kevin S. Thompson Vice President, Deputy General Counsel Office of General Counsel Phone: 608.231.8588 Fax: 608.238.2472 E-mail: kevin.thompson@cunamutual.com February 7, 2005 SENT VIA EDGAR Mr. Jeff Long U.S. Securities and Exchange Commission Division of Investment Management 450 5th Street, N.W. Washington, D.C. 20549-0901 Re: MEMBERS Mutual Funds ("MMF") File No. 811-08261 Dear Mr. Long: This is in response to our telephone conversation on Friday, January 7, 2005. Set forth below are MEMBERS Mutual Fund's responses to each item mentioned during our conversation. For your convenience and ease of review, we have restated each comment, and provided our response immediately thereafter. ITEM NO. 1: In the schedule of investments, if a security has a right or warrant we must disclose the strike price pursuant to Rule 408(i)(4) of regulation SX. RESPONSE NO. 1: We will make the appropriate disclosures pursuant to Rule 408(i)(4) in the next applicable filing. ITEM NO. 2: In our financial statements any securities that are on loan as part of a securities lending program need to be identified by a "tick mark" pursuant to the SEC's Audit Guide. RESPONSE NO. 2: We will identify the securities in our securities lending program with a "tick mark" in the next applicable filing. ITEM NO. 3: The adviser's contractual fee waiver is for a one year period. Accordingly, the fee example in the prospectus should only reflect the subsidized fees for year one and not for the later years. Mr. Jeff Long February 4, 2005 Page 2 RESPONSE NO. 3: We will reflect the contractual fee waiver in the fee example for only the first year in our next post effective amendment filing that is expected to be made in February 2005. ITEM NO. 4: In the notes to the financial statements, when there are reclassification adjustments, we should consider including the amount of the adjustment in the notes. RESPONSE NO. 4: We will consider this going forward. In the past, we took the "broad discussion" approach because the number of journal entries could lead to shareholder misunderstanding or confusion. ITEM NO. 5: On Form NCSR we need to include the Section 906 certifications. RESPONSE NO. 5: The omission of Section 906 certifications in our last filing was an oversight. Attached is a copy of the certification. The certifications will be properly included in the next filing. In making this response, the fund acknowledges: o the fund is responsible for the adequacy and accuracy of the disclosure in filings; o staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and o the fund may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States. Please give me a call if you have any questions. Very truly yours, /s/ Kevin S. Thompson Kevin S. Thompson Vice President, Deputy General Counsel KST/cjl Attachment FORM OF SECTION 906 CERTIFICATION EX-99.906CERT MAIL Lawrence R. Halverson, President, and Mary E. Hoffmann, Treasurer, of MEMBERS Mutual Funds (the "Registrant"), to the best of their knowledge, each certify that: 1. The Registrant's periodic report on Form N-CSR for the period ended October 31, 2004 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. PRESIDENT TREASURER /s/ Lawrence R. Halverson /s/ Mary E. Hoffmann ------------------------- ---------------------- Lawrence R. Halverson Mary E. Hoffmann Date: December 21, 2004 Date: December 21, 2004