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Exhibit 5(c)
Sub-Advisory Agreement with
Xxxxxxx International Advisors, L.P.
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Exhibit 5(c)
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of April, 1997, between Menno
Insurance Service, Inc., dba MMA Capital Management (the "Adviser"), and Xxxxxxx
International Advisors (the "Sub-Adviser").
WHEREAS, MMA Praxis Mutual Funds (the "Trust") is registered as an
open-end, management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, MMA Praxis International Equity Fund (the "Fund") is a
separate investment series of the Trust; and
WHEREAS, the Adviser has been appointed investment adviser to the
Fund; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to assist
it in the provision of a continuous investment program for the Fund and the
Sub-Adviser is willing to do so; and
WHEREAS, the Adviser and the Sub-Adviser are each duly registered
with the Securities and Exchange Commission as investment advisers and their
respective registrations are current and in good order; and
WHEREAS, the Board of Trustees of the Trust and the Fund's sole
shareholder have approved this Agreement, and the Sub-Adviser is willing to
furnish such services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to
act as sub-adviser to the Fund. Intending to be legally bound, the Sub-Adviser
accepts such appointment and agrees to render the services herein set forth for
the compensation herein provided.
2. SUB-ADVISORY SERVICES. Subject to the supervision of the
Trust's Board of Trustees, the Sub-Adviser shall assist the Adviser in providing
a continuous investment program with respect to the Fund's portfolio, including
investment research and management with respect to all securities and
investments and cash equivalents in the Fund. The Sub-Adviser may, subject to
the Adviser's review, determine the securities and investments to be purchased,
sold or retained by the Fund, and the Sub-Adviser may place orders directly with
the issuer or any broker or dealer for such securities and investments. The
Sub-Adviser will provide services under this Agreement in accordance with the
Fund's investment objective, policies and restrictions as stated in the Fund's
prospectus and Statement of Additional Information and
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resolutions of the Trust's Board of Trustees applicable to the Fund. Sub-Adviser
shall have authority to enter into and execute agreements on behalf of the Fund
relating to the acquisition or disposition of investment assets and the
execution of portfolio transactions pursuant to Sub-Adviser's management of the
Fund under this Agreement. Such agreements may include foreign exchange
contracts and other transactional agreements. Nothing contained herein, however,
shall be deemed to authorize Sub-Adviser to take or receive physical possession
of any cash or securities held in the Fund, it being intended that sole
responsibility for safekeeping thereof (in such investments as Sub-Adviser shall
direct) and the consummation of all such purchases, sales, deliveries, and
investments made pursuant to Sub-Adviser's direction shall rest upon the
Custodian. The Sub-Adviser warrants that all actions taken in the exercise of
the power herein granted to the Sub-Adviser will be taken solely and exclusively
for the benefit of the Fund.
Without limiting the generality of the foregoing, Sub-Adviser
further agrees that it:
(a) will use the same skill and care in providing such services
as it uses in providing services to fiduciary accounts for
which it has investment responsibilities;
(b) will conform with all applicable Rules and Regulations of
the Commission under the 1940 Act and in addition will
conduct its activities under this Agreement in accordance
with any applicable regulations of any governmental
authority pertaining to the investment advisory activities
of the Sub-Adviser;
(c) will place or cause to be placed orders for the Fund either
directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Sub-Adviser
will attempt to obtain prompt execution of orders in an
effective manner at the most favorable price. Consistent
with this obligation and to the extent permitted by the 1940
Act, when the execution and price offered by two or more
brokers or dealers are comparable, the Sub-Adviser may, in
its discretion, purchase and sell portfolio securities to
and from brokers and dealers who provide the Sub-Adviser
with research advice and other services. In no instance will
portfolio securities be purchased from or sold to BISYS Fund
Services, the Investment Adviser, the Sub-Adviser or any
affiliated person of the Trust, BISYS Fund Services, the
Sub-Adviser or the Investment Adviser, except to the extent
permitted by the 1940 Act and the Commission. Any action
taken for the purpose of this Agreement by the Adviser
and/or the Fund, at the discretion of either or both, with
regard to the placement of securities transactions shall be
the Adviser's and the Fund's sole liability and
responsibility, including the performance of any broker.
The Sub-Adviser may use one or more of its affiliates, or
other parties related to the Sub-Adviser, as brokers for
effecting securities transactions for the Fund, and pay, on
behalf of the Fund, fair and reasonable brokerage
commissions therefor, but only in accordance with procedures
adopted by the Fund pursuant
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to Rule 17e-1.
The Sub-Adviser may purchase or sell (or recommend the
purchase or sale) for the Fund any security (including
securities of the same class as those underwritten or other
securities of the same or related issuer) for which any
affiliate of the Sub-Adviser (including, without limitation,
Dresdner Bank, Dresdner Kleinwort Xxxxxx North America LLC,
or any of their related entities), acts as (1) an
underwriter (either as lead underwriter or syndicate
member), both during the pendency of any underwriting or
selling syndicate and thereafter (including, without
limitation, during a period of 60 days after the termination
of an underwriting or selling syndicate) or (2) a market
maker, provided that such security is purchased from a
non-affiliated party;
(d) will maintain or cause to be maintained all books and
records with respect to the securities transactions of the
Fund and will furnish the Trust's Board of Trustees with
such periodic and special reports as the Board may request;
and
(e) will treat confidentially and as proprietary information of
the Trust all records and other information relative to the
Trust and the Fund and prior, present, or potential
shareholders, and will not use such records and information
for any purpose other than performance of its
responsibilities and duties hereunder, or as required by
applicable law, except after prior notification to and
approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so
requested by the Trust.
3. SERVICES NOT EXCLUSIVE. Except as provided herein, the services
furnished by the Sub-Adviser hereunder are deemed not to be exclusive, and the
Sub-Adviser shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby. Sub-Adviser and its
affiliates may give advice and take action in the performance of their duties
with respect to any of their clients which may differ from advice given, or the
timing or nature of action taken, with respect to the Fund. Nothing in this
Agreement shall be deemed to impose upon the Sub-Adviser any obligation to
purchase or sell or to recommend for purchase or sale for the Fund any security
or other property which the Sub-Adviser or its affiliates may purchase or sell
for their own account or for the account of any other client, if in the
Sub-Adviser's sole discretion, such action or such recommendation is undesirable
or impractical for the Fund. Nothing in this Agreement shall limit or restrict
the Sub-Adviser or its affiliates from trading for their own account. The
Sub-Adviser and its affiliates or other clients may have or trade in investments
which are at the same time being traded for the Fund. The Sub-Adviser shall have
no obligation to acquire for the Fund a position which the Sub-Adviser or its
affiliates may acquire for their own or the account of another client, so long
as it continues to be the policy and practice of the Sub-Adviser not to favor or
disfavor any client or class of clients in the
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allocation of investment opportunities.
4. BOOKS AND Records. In compliance with the requirements of Rule
3la-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
3la-2 under the 1940 Act the records required to be maintained by Rule 3la-1
under the 1940 Act.
5. EXPENSES. During the term of this Agreement, the Sub-Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities' commodities and other
investments (including brokerage commissions and other transaction charges, if
any) purchased for the Fund.
6. COMPENSATION. For the services provided and the expenses
assumed with respect to the Fund pursuant to this Agreement, the Sub-Adviser
will be entitled to a fee, computed daily and payable monthly, calculated at the
annual rate of 0.50% of the Fund's average daily net assets.
7. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the performance of this Agreement, except a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. The federal and state securities laws impose liabilities under
certain circumstances on persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any rights which
the undersigned may have under any federal and state securities laws.
8. DURATION AND TERMINATION. Unless sooner terminated, this
Agreement shall continue until March 31, 1998, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by the Trust's Board of Trustees or vote
of the lesser of (a) 67% of the shares of the Fund represented at a meeting if
holders of more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (b) more than 50% of the outstanding shares of the Fund,
provided that in either event its continuance also is approved by a majority of
the Trust's Trustees who are not "interested persons" (as defined in the 0000
Xxx) of any party to this Agreement (the "Independent Trustees"), by vote cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable at any time without penalty, on 60 days' notice, by the
Adviser, the Sub-Adviser or by the Trust's Board of Trustees or by vote of the
lesser of (a) 67% of the shares of the Fund represented at a meeting if holders
of more than 50% of the outstanding shares of the Fund are present in person or
by proxy or (b) more than 50% of the outstanding shares of the
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Fund. This Agreement will terminate automatically in the event of its assignment
(as defined in the 1940 Act).
9. SUB-ADVISER'S REPRESENTATIONS. The Sub-Adviser hereby
represents and warrants that it is willing and possesses all requisite legal
authority to provide the services contemplated by this Agreement without
violation of applicable law and regulations.
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
11. GOVERNING LAW. This Agreement shall be governed by and its
provisions shall be construed in accordance with the laws of the State of
Delaware.
12. NOTICES. All notices, instructions, or advice permitted or
required under this Agreement shall be deemed to have been properly given if
sent by registered U.S. Mail, first class postage prepaid, return receipt
requested, or by overnight courier, all addressed as follows:
If to the Fund:
Attention: X.X. Xxxxxx
MMA
0000 X. Xxxx Xx.
Xxxxxx, XX 00000
Fax Number: 000-000-0000
If to the Sub-Adviser:
XXXXXXX INTERNATIONAL ADVISORS, L.P.
Xxxxx XxxXxxxxx
Xxx Xxxxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
13. The Fund and the Adviser acknowledge receipt of the
Sub-Adviser's Form ADV, Part II, at least 48 hours in advance of entering into
this Agreement.
14. Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be effective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement in any
other jurisdiction.
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15. The Sub-Adviser agrees that it will notify the Adviser and
the Fund promptly of any change in its partnership membership.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
MENNO INSURANCE SERVICE, INC. DBA
MMA CAPITAL MANAGEMENT
By:_____________________________________
Name:___________________________________
Title:__________________________________
XXXXXXX INTERNATIONAL ADVISORS
By: Oechsle Group, L.P, Its General Partner
By:_____________________________________
Name:___________________________________
Title:__________________________________
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