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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
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1. Name and address of issuer: MMA Praxis Mutual Funds
3435 Steizer Road
Columbus, Ohio 43219
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2. Name of each series or class of funds for which this notice is filed:
MMA Praxis Mutual Funds: Intermediate Income Fund
Growth Fund
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3. Investment Company Act File Number: 811-8056
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Securities Act File Number: 33-69724
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4. Last day of the fiscal year for which this notice is filed:
December 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purpose of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24F-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24F-2(a)(1), if
applicable:
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24F-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
0
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24F-2:
0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Shares 2,662,825,000
Price $31,968,351.00
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Shares 2,662,825.000
Price $31,968,351.00
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Shares 235,086.000
Price $2,880,638.00
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24F-2: $31,968,351.00
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans: $2,880,638.00
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $7,473,692.00
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24E-2: $0.00
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24F-2: $27,375,297.00
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
registration: /3300
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(vii) Fee Due: $8,295.54
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
02/27/97
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ CLINT BARKER
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Clint Barker, Secretary
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Date 2/27/97
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*Please print the name and title of the signing officer below the signature.
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DECHERT PRICE & RHOADS
1500 K Street N.W.
Washington, D.C. 20005
February 25, 1997
MMA Praxis Mutual Funds
3435 Stelzer Road
Columbus, Ohio 43219
Re: Rule 24f-2 Notice
Gentlemen:
As counsel for MMA Praxis Mutual Funds (the "Trust"), a Delaware
business trust, during the fiscal year ended December 31, 1996, we are familiar
with the Trust's registration under the Investment Company Act of 1940 and with
the registration statement relating to its shares of beneficial interest
relating to its two separate series of shares, MMA Praxis Intermediate Income
Fund and MMA Praxis Growth Fund (the "Shares"), under the Securities Act of
1933 (the "Registration Statement"). We have also examined such other records,
agreements, documents and instruments as we have deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the Shares
the registration of which is being made definite by the Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940 ("Notice") being filed by the
Trust for its fiscal year ended December 31, 1996, assuming such Shares were
sold at the public offering price and delivered by the Trust against receipt of
the net asset value of the Shares in compliance with the terms of the
Registration Statement and the requirements of applicable law, that such Shares
were, when sold, duly and validly authorized, legally and validly issued, and
fully paid and non-assessable by the Trust.
We consent to the filing of this opinion in connection with the Notice
on Form 24F-2 to be filed by the Trust with the Securities and Exchange
Commission for the Trust's fiscal year ended December 31, 1996.
Very truly yours,
Dechert Price & Rhoads
