MEMBERS MUTUAL FUNDS
497, 2000-10-31
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MEMBERS Mutual Funds
Shareholder Services:
Post Office Box 60569
King of Prussia, PA 19406-0569
(800) 877-6089
www.membersfunds.com

                      Supplement dated October 31, 2000 to
                       Prospectus dated February 28, 2000

SUB-ADVISOR CHANGE

The Funds'  prospectus  and statement of additional  information  are amended as
follows:

         As of November 1, 2000, IAI International Limited will no longer manage
any of the assets of the International  Stock Fund. Lazard Asset Management will
assume   management  of  the  portion  of  the  Fund  formerly  managed  by  IAI
International Limited.




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