EXPENSE LIMITATION AGREEMENT FOR MMA PRAXIS MUTUAL FUNDS
THIS AGREEMENT, dated as of
January 1, 2011, is made and entered into by and between the MMA Praxis Mutual
Funds, a Delaware statutory trust (the “Trust”), on behalf of each series set
forth in Schedule A attached hereto (the “Funds”), and Everence Capital
Management (the “Adviser”).
WHEREAS, the Adviser has been
appointed the investment adviser of each of the Funds pursuant to an Investment
Advisory Agreement between the Trust, on behalf of the Funds, and the Adviser
(the “Advisory Agreement”); and
WHEREAS, the Trust and the
Adviser desire to enter into the arrangements described herein relating to
certain expenses of the Funds;
NOW, THEREFORE, the Trust and
the Adviser hereby agree as follows:
1. The
Adviser agrees, subject to Section 2 hereof, to reduce the fees payable to it
under the Advisory Agreement (but not below zero) and/or reimburse other
expenses of the Funds, during the fiscal year ending April 30, 2012, to the
extent necessary to limit the total operating expenses of certain classes of
shares of certain Funds, exclusive of Acquired Fund Fees and Expenses, brokerage
costs, interest, taxes and dividends, fees paid to vendors providing fair value
pricing and fund compliance services, Trustee fees, legal fees, costs relating
to such services and extraordinary expenses, to the amount of the “Maximum
Operating Expense Limit” applicable to each such class of shares as set forth
across from the name of each respective class of each Fund on the attached
Schedule A.
2. Each
Fund agrees to pay to the Adviser the amount of fees (including any amounts
foregone through limitation or reimbursed pursuant to Section 1 hereof) that,
but for Section 1 hereof, would have been payable by the Fund to the Adviser
pursuant to the Advisory Agreement or which have been reimbursed in accordance
with Section 1 (the “Deferred Fees”), subject to the limitations provided in
this Section. Such repayment shall be made monthly, but only if the
operating expenses of the Fund (exclusive of Acquired Fund Fees and Expenses,
brokerage costs, interest, taxes and dividends, fees paid to vendors providing
fair value pricing and fund compliance services, Trustee fees, legal fees, costs
relating to such services and extraordinary expenses), without regard to such
repayment, are at an annual rate (as a percentage of the average daily net
assets of the Fund) equal to or less than the “Maximum Operating Expense Limit”
for each respective class of shares of the Fund, as set forth on Schedule
A. Furthermore, the amount of Deferred Fees paid by a Fund in any
month shall be limited so that the sum of (a) the amount of such payment and (b)
the operating expenses of the Fund (exclusive of Acquired Fund Fees and
Expenses, brokerage costs, interest, taxes and dividend, fees paid to vendors
providing fair value pricing and fund compliance services, Trustee fees, legal
fees, costs relating to such services and extraordinary expenses) do not exceed
the above-referenced “Maximum Operating Expense Limit” for each respective class
of shares of a Fund.
Deferred
Fees with respect to any fiscal year of a Fund shall not be payable by the Fund
to the extent that the amounts payable by the Fund pursuant to the preceding
paragraph during the period ending three years after the end of such fiscal year
are not sufficient to pay such Deferred Fees. In no event will a Fund
be obligated to pay any fees waived or deferred by the Adviser with respect to
any other series of the Trust.
3. Notice
is hereby given that this Agreement is executed by the Trust on behalf of the
Funds by an officer of the Trust as an officer and not individually and that the
obligations of or arising out of this Agreement are not binding upon any of the
Trustees, officers or shareholders individually but are binding only upon the
assets and property belonging to the Funds.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
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EVERENCE
CAPITAL MANAGEMENT, INC.
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By:
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/s/ Xxxxx Xxxxxxxx |
By:
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/s/ Xxxxx X. Xxxxxxxx | |
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Name:
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Xxxxx Xxxxxxxx |
Name:
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Xxxxx X. Xxxxxxxx | |
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Title:
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President |
Title:
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Assistant Secretary | |
SCHEDULE
A
OPERATING
EXPENSE LIMITS
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Fund Name/Class of
Shares
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Maximum
Operating
Expense
Limit*
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MMA
Praxis Intermediate Income Fund
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Class
A Shares
|
0.90 | % | ||
|
MMA
Praxis Growth Index Fund
|
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|
Class
A Shares
|
1.04 | % | ||
|
MMA
Praxis Small Cap Fund
|
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|
Class
A Shares
|
1.65 | % | ||
|
MMA
Praxis International Fund
|
2.10 | % | ||
|
Class
A Shares
|
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|
MMA
Praxis International Index Fund
|
1.65 | % | ||
|
Class
A Shares
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MMA
Praxis Conservative Allocation Fund
|
0.60 | % | ||
|
MMA
Praxis Balanced Allocation Fund
|
0.60 | % | ||
|
MMA
Praxis Growth Allocation Fund
|
0.60 | % | ||
|
*Expressed
as a percentage of Fund’s average daily net assets.
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