SUB-INVESTMENT ADVISORY
AGREEMENT
AGREEMENT made this 31st day of March
, 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 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 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 of
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 affiliated, 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 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 and 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 with 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 of 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 allocation of investment opportunities.
4. Books and Records. In compliance with
the requirements of Rule 31a-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 31a-2 under
the 1940 Act the records required to be maintained
by Rule 31a-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 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 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
prepared, 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.
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
thereto 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: Xxxxx Xxxxxxx
Title: Assistant Secretary
XXXXXXX INTERNATIONAL ADVISORS
By: Oechsle Group, L.P., Its General Partner
By:
Name: Xxxxxxx X. Xxxxxx
Title: Partner
