12While changes in both the coding-sequence of transcriptional regulators and in the cis-13 regulatory sequences recognized by them have been implicated in the evolution of transcriptional 14 circuits, little is known of how they evolve in concert. We describe an evolutionary pathway in 15 fungi where a new transcriptional circuit (a-specific gene repression by Matα2) evolved by coding 16 changes in an ancient master regulator, followed millions of years later by cis-regulatory sequence 17 changes in the genes of its future regulon. We discerned this order of events by analyzing a group 18 of species in which the coding changes in the regulator are present, but the cis-regulatory changes 19 in the target genes are not. In this group we show that the coding changes became necessary for 20 the regulator's deeply conserved function and were therefore preserved. We propose that the 21 changes first arose without altering the overall function of the regulator (although changing the 22 details of its mechanism) and were later co-opted to "jump start" the formation of the new circuit. 23 24 Proceeding from N to C-terminus, these are (1) an N-terminal region that binds the transcriptional 96 co-repressor protein Tup1-Ssn6, (2) a domain involved in heterodimerizing with Mata1 to regulate 97 the haploid-specific genes, (3) an approximately 10 amino acid stretch that binds Mcm1, so that 98Matα2 and Mcm1 bind cooperatively to the cis-regulatory sequences controlling the a-specific 99 5 genes, (4) the homeodomain, required to bind cis-regulatory sequences in both the a-specific and 100 haploid-specific genes, and (5) a C-terminal region that binds Mata1 and is needed for Mata1 and 101