EXHIBIT 23(h)(5)
FAIR VALUE AMENDMENT TO
FUND ACCOUNTING AGREEMENT
AMENDMENT made July 1, 2004, between MMA PRAXIS MUTUAL FUNDS (the
"Trust"), a Delaware statutory trust having its principal place of business at
0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and BISYS FUND SERVICES OHIO, INC.
(hereinafter referred to as "BISYS"), an Ohio corporation having its principal
place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, as of July 1, 2003, the Trust and BISYS entered into a new
Fund Accounting Agreement concerning the provision of fund accounting services
for the Trust (as amended to date, the "Fund Accounting Agreement");
WHEREAS, as of July 1, 2003, the Trust and BISYS entered into an
Omnibus Fee Agreement (as amended to date, the "Fee Agreement") to establish an
omnibus fee arrangement whereby a single omnibus fee is payable as compensation
to BISYS for its services under the Service Agreements, including the Fund
Accounting Agreement; and
WHEREAS, BISYS is providing certain additional services in connection
with the valuation of securities held in each Fund's portfolio, and BISYS is
willing to provide the services set forth in this Amendment on the terms set
forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, the Trust and BISYS hereby agree as follows:
1. Services as Fund Accountant.
(a) The sections or sub-sections of the Fund Accounting Agreement
pertaining to the services of BISYS which involve calculating the net asset
value per share and obtaining pricing information for portfolio securities are
amended to reflect the following terms:
(i) BISYS will calculate the net asset value per share ("NAV")
of each class of shares offered by each Fund in accordance
with the relevant provisions of the applicable Prospectus
of each Fund and applicable regulations under the 1940
Act;
(ii) In each calculation of NAV, BISYS will apply securities
pricing information as required or authorized under the
terms of the valuation policies and procedures of the
Trust ("Valuation Procedures"), including (A) pricing
information from independent pricing services, with
respect to securities for which market quotations are
readily available, and (B) if applicable to a particular
Fund or Funds, fair value pricing information or
adjustment factors from independent fair
value pricing services or other vendors approved by the
Trust (collectively, "Fair Value Information Vendors")
with respect to securities for which market quotations are
not readily available, for which a significant event has
occurred following the close of the relevant market but
prior to the Fund's pricing time, or which are otherwise
required to be made subject to a fair value determination,
as set forth under the Valuation Procedures.
(iii) BISYS will coordinate the preparation of reports that are
prepared or provided by Fair Value Information Services
which help the Trust to monitor and evaluate their use of
fair value pricing information under their Valuation
Procedures.
(b) Consistent with the terms of the Fund Accounting Agreement, in
connection with the services provided in 1(a) above, BISYS will keep and
maintain the books and records that are required to be kept and maintained under
Rule 31a-1 or other applicable regulations under the 1940 Act, including those
pertaining to (i) fair value prices and/or adjustment factors provided by Fair
Value Information Vendors, and (ii) market prices for securities that are valued
using fair value information provided by Fair Value Information Vendors.
2. Compensation and Expenses.
As compensation for the services set forth above that relate to the use
of Fair Value Information Vendors ("Fair Value Support Services"), the Trust
shall pay to BISYS the additional compensation and reimburse expenses as set
forth in the Amendment to the Fee Agreement which is dated the date hereof. The
Trust shall pay the annual servicing fee and reimburse expenses for each Fund
that the Trust designates as being subject to fair value determinations and for
which Fair Value Support Services are to be provided by BISYS hereunder. The
compensation set forth under the Amendment to the Fee Agreement is payable in
addition to the compensation otherwise payable under the Fee Agreement.
3. Instructions and Compliance.
The Trust hereby instructs and authorizes BISYS to provide information
pertaining to the Fund's portfolio to Fair Value Information Vendors in
connection with the fair value determinations made under the Trust's Valuation
Procedures and other legitimate purposes related to the Fair Value Support
Services to be provided hereunder.
The Trust understands and acknowledges that while BISYS' services
hereunder are intended to assist the Trust and the Board in fulfilling
obligations to price and monitor pricing of Fund portfolios, BISYS does not
assume responsibility for the accuracy or appropriateness of pricing information
or methodologies, including any fair value pricing information or adjustment
factors, which it receives from independent pricing services or Fair Value
Information Vendors. BISYS shall use reasonable professional diligence to ensure
the accuracy of all services it performs under this Amendment, including the
input
of information BISYS receives from independent pricing services and Fair
Value Information Vendors. The Trust retains its overall responsibilities to (i)
adopt policies and procedures to monitor for circumstances that may necessitate
the use of fair value prices, (ii) establish criteria for determining when
market quotations are no longer reliable for a particular portfolio security,
(iii) determine a methodology or methodologies by which to determine the current
fair value of the portfolio security, and (iv) regularly review the
appropriateness and accuracy of the method used in valuing securities and make
any necessary adjustments.
4. Information to be Furnished by the Trust.
The Trust represents that the Trusts have approved, or shall approve,
each independent pricing vendor and Fair Value Information Vendor to be used by
BISYS in rendering fund accounting services, including Fair Value Support
Services hereunder.
The Trust has furnished BISYS with a copy of the Trusts' Valuation
Procedures and any related policies or procedures applicable to the services
hereunder, and BISYS agrees to render its services hereunder in a manner
consistent with the Valuation Procedures and such related policies or
procedures. The Trust will submit any material amendments to the Valuation
Procedures and such related policies or procedures to BISYS for BISYS' review,
and any amendment that would have a material impact upon the services to be
rendered by BISYS or the responsibilities of BISYS shall be subject to approval
by BISYS in good faith, including but not limited to the designation of any
additional Fair Value Information Vendor.
5. Miscellaneous.
(a) Notwithstanding the date of this Amendment, the terms of this
Amendment shall apply as if they became effective on March 1, 2004.
(b) Capitalized terms used but not defined in this Amendment have the
respective meanings ascribed to them in the Fund Accounting Agreement.
(c) This Amendment supplements and amends the Fund Accounting
Agreement. The provisions set forth in this Amendment supersede all prior
negotiations, understandings and agreements bearing upon the subject matter
covered herein, including any conflicting provisions of the Fund Accounting
Agreement or any provisions thereof that directly cover or indirectly bear upon
matters covered under this Amendment.
(d) Each reference to the Agreement in the Fund Accounting Agreement
(as it existed prior to this Amendment) and in every other agreement, contract
or instrument to which the parties are bound, shall hereafter be construed as a
reference to the Agreement as amended by this Amendment. Except as provided in
this Amendment, the provisions of the Fund Accounting Agreement remain in full
force and effect (including, without limitation, the term of the Fund Accounting
Agreement). No amendment or modification to this Amendment shall be valid unless
made in writing and executed by both parties hereto.
(e) Paragraph headings in this Amendment are included for convenience
only and are not to be used to construe or interpret this Amendment.
(f) This Amendment may be executed in counterparts, each of which shall
be an original but all of which, taken together, shall constitute one and the
same agreement.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
MMA PRAXIS MUTUAL FUNDS
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
