<PAGE> 1
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
MMA PRAXIS MUTUAL FUNDS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
PRELIMINARY PROXY MATERIALS -- FOR SEC USE ONLY
MMA PRAXIS MUTUAL FUNDS
MMA PRAXIS INTERNATIONAL FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 17, 1998 AT 8:30 A.M.
A Special Meeting of the Shareholders of MMA Praxis International Fund
(the "Fund"), a separate series of MMA Praxis Mutual Funds (the "Trust") will be
held at the offices of the Fund's administrator, BISYS Fund Services, 3435
Stelzer Road, Columbus, Ohio 43219 on August 17, 1998 at 8:30 a.m. Eastern Time,
or at such adjourned time as may be necessary to vote for the following purpose
(the "Meeting"):
PROPOSAL 1. To approve a new Sub-Investment Advisory Agreement for the Fund.
Shareholders may also vote on such other business as may properly come
before the Meeting. Shareholders of record of the Fund at the close of business
on June 10, 1998 (the "Record Date") will be entitled to vote at the Meeting.
Each share of the Fund is entitled to one vote and fractional shares have
pro-rata voting rights.
The Board of Trustees of the Trust unanimously recommends that
shareholders of the Fund vote in favor of the proposal.
We urge you to sign, date and return your proxy in the enclosed
addressed envelope, which requires no postage and is intended for your
convenience. Your prompt return of your proxy or proxies may save the necessity
and expense of further solicitations to ensure a quorum at the Meeting. You may
vote your shares in person at the Meeting.
By Order of the Board of Trustees
----------------------------------
George L. Stevens
Secretary
Columbus, Ohio
July 7, 1998
<PAGE> 3
PROXY STATEMENT
MMA PRAXIS MUTUAL FUNDS
MMA PRAXIS INTERNATIONAL FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 17, 1998 AT 8:30 A.M.
This Proxy Statement and enclosed form of proxy are furnished in
connection with the solicitation of proxies by and on behalf of the Trustees of
the Fund to be used at a Special Meeting of Shareholders of the Fund to be held
at the offices of the Fund's administrator, BISYS Fund Services, 3435 Stelzer
Road, Columbus, Ohio, 43219, on August 17, 1998, at 8:30 a.m. Eastern Time or at
any adjournment or adjournments thereof (the "Meeting"), for the purposes set
forth in the accompanying Notice.
This Proxy Statement and the form of proxy are being mailed to
shareholders on or about July 7, 1998. Any shareholder giving a proxy has the
power to revoke it by mail (addressed to the Secretary of the Fund at the
principal executive office of the Fund) or in person at the Meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed and unrevoked proxies received in time for the
Meeting will be voted as specified in the proxy or, if no specification is made,
FOR each proposal referred to in the proxy statement.
Holders of record of the shares of beneficial interest of the Fund at
the close of business on June 10, 1998 (the "Record Date") will be entitled to
one vote per share and fractional shares have pro-rata voting rights.
A copy of the Fund's most recent annual report is available upon
request and without charge by calling the Fund at (800) 9-PRAXIS at its
principal executive office, 3435 Stelzer Road, Columbus, Ohio 43219.
MMA Capital Management, 1110 North Main Street, Goshen, Indiana 46528
("MMA"), currently serves as investment adviser to the Fund. BISYS Fund
Services, 3435 Stelzer Road, Columbus, Ohio 43219, currently serves as
administrator and distributor for the Fund.
<PAGE> 4
PROPOSAL 1
APPROVAL OF A NEW
SUB-INVESTMENT ADVISORY AGREEMENT
Oechsle International Advisors, L.P. ("Oechsle LP") currently acts as
sub-adviser to the Fund pursuant to a Sub-Investment Advisory Agreement (the
"Current Agreement") dated April 1, 1997 (the "Current Agreement"). It is
proposed that a new Sub-Investment Advisory Agreement (the "New Agreement") be
entered into effective at the time of the reorganization and recapitalization of
Oechsle LP that is described below (the "Transaction"). A form of the New
Agreement is attached hereto as Exhibit A. The New Agreement will be
substantially the same as the Current Agreement, except that (1) the New
Agreement will be dated as of the date of the Transaction and (2) Oechsle
International Advisors, LLC ("Oechsle LLC"), rather than Oechsle LP, will be a
party to the New Agreement. Effective at the time of the Transaction, Oechsle LP
is being reorganized into Oechsle LLC, and thereafter Oechsle LLC will conduct
the business that Oechsle LP conducted prior to that time. Oechsle LP and
Oechsle LLC are sometimes collectively referred to below as "Oechsle."
The New Agreement is being proposed because, under the Investment
Company Act of 1940 (the "1940 Act"), the Transaction could be regarded as
involving an "assignment" of the Current Agreement. The 1940 Act generally
provides that an investment advisory or sub-advisory agreement relating to a
mutual fund automatically terminates upon its "assignment." The New Agreement is
being proposed in order to ensure that Oechsle LLC can act as the Fund's
sub-adviser beginning at the time of the Transaction. At a meeting held on May
19, 1998, the Board of Trustees of the Fund reviewed the terms and conditions of
the New Agreement and approved its adoption. At this meeting the Board also
recommended that the New Agreement be submitted to the Shareholders of the Fund
for their approval and the Trustees recommend that shareholders approve the
adoption of the New Agreement.
The New Agreement and the Transaction will not result in any changes in
the scope of the services received by the Fund, the portfolio management staff
at Oechsle that is involved in managing the Fund's portfolio, the Fund's
advisory or sub-advisory fee rates or any other expenses paid by the Fund. All
costs associated with this Proxy Statement and the solicitation of shareholder
votes are being paid by Oechsle.
Current Structure of Oechsle. Oechsle LP is a Delaware limited
partnership. Its sole general partner is Oechsle Group, L.P., a Delaware limited
partnership ("Group LP"). Walter Oechsle, as Managing General Partner of Group
LP, is the chief executive officer of Oechsle LP and Group LP. In addition to
Mr. Oechsle, the following persons are general partners of Group LP: S. Dewey
Keesler, Jr., L. Sean Roche, Stephen P. Langer, Steven H. Schaefer, Warren
Walker and Andrew S. Parlin. The principal occupation of all of the general
partners of Group LP is as a partner of Group LP and officer of Oechsle LP. The
address of Oechsle LP, Group LP and each general partner of Group LP is One
International Place, Boston, Massachusetts 02110.
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<PAGE> 5
Oechsle LP was established in 1986 and specializes in international
investment management. Oechsle LP maintains offices in Boston, London, Tokyo and
Frankfurt, Germany and currently has approximately $12 billion in assets under
management.
Dresdner Asset Management (U.S.A.) Corporation ("DAMCO") currently owns
a majority limited partnership interest in Oechsle LP. DAMCO is a wholly-owned
subsidiary of Dresdner Bank AG. DAMCO's address is 75 Wall Street, New York, New
York 10005. The address of Dresdner Bank AG is Jurgen-Ponto-Platz 1 60301,
Frankfurt am Main, Germany.
Certain Ownership Changes Effected by the Transaction. As part of the
Transaction, Oechsle LP will be reorganized into Oechsle LLC, which will
thereafter conduct the business that Oechsle LP conducted prior to that time.
Also as part of the Transaction, (1) the seven general partners of Group LP will
approximately double their current collective ownership interest in Oechsle, (2)
Dresdner Bank AG will sell the stock of DAMCO to Fleet Financial Group, Inc.
("Fleet"), which will thereafter hold approximately a 35% (on a fully diluted
basis) interest in Oechsle, which will not constitute voting securities, and
Dresdner will no longer hold any interest in Oechsle.
Structure Following the Transaction. Oechsle LLC is a Delaware limited
liability company. Its Member Manager will be Oechsle Group, LLC, a Delaware
limited liability company ("Group LLC") which will own approximately a 44% (on a
fully diluted basis) interest in Oechsle LLC. The seven current general partners
of Group LP will collectively own approximately an 89% interest in Group LLC.
The management, policies and control of Oechsle LLC will, subject to certain
limitations, be vested exclusively in Group LLC. Day-to-day management of
Oechsle LLC will be exercised by the Management Committee of Group LLC, which
will consist of Messrs. Keesler, Roche, Langer, Walker, and Parlin.
The address of Oechsle LLC and Group LLC is One International Place,
Boston, Massachusetts 02110. The address of Fleet is One Federal Street, Boston,
Massachusetts 02110.
Information About The Current Agreement. The Fund pays MMA an
investment advisory fee under the Current Agreement at an annual rate of 0.90%
of the Fund's average daily net assets and MMA in turn pays Oechsle LP a
sub-investment advisory fee at an annual rate of 0.50% of the Fund's average
daily net assets. These fee rates will not change as a result of the
Transaction. For the period from April 1, 1997 (commencement of operations of
the Fund) through December 31, 1997, Oechsle LP earned sub-investment advisory
fees of $45,436. The Current Agreement, which is dated April 1, 1997, was last
submitted to the Fund's then outstanding shareholder on April 1, 1997 as part of
the necessary initial shareholder approval of the Current Agreement in
connection with the Fund's commencement of operations.
Oechsle LP currently serves as sub-adviser to the following investment
companies that have investment objectives that are similar to the Fund's
investment objective:
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<PAGE> 6
<TABLE>
<CAPTION>
Total Assets as Investment
of March 31, 1998 Advisory Fee Rate
----------------- -----------------
<S> <C> <C>
The International Stock $ 11 million 0.54% of the Fund's average daily net
Portfolio of The AAL Variable assets for the first $20 million of
Product Series net assets; 0.45% of average daily net
assets between $20 million and $50
million and 0.36% of average daily net
assets exceeding $50 million.
The International Equity Fund $384 million 0.40% of the Fund's average daily net
of the Galaxy Funds assets for the first $50 million of
net assets and 0.35% of average daily
net assets exceeding $50 million.
The Jamestown International $ 42 million 0.50% of the Fund's average daily net
Equity Fund of the assets.
Williamsburg Investment Trust
The International Fund of the Frank $209 million 0.40% of the Fund's average daily net
Russell Investment Company assets for the first $50 million of
net assets; 0.35% of average daily net
assets between $50 million and $650
million and 0.30% of average daily net
assets exceeding $650 million.
The International Securities $178 million 0.40% of the Fund's average daily net
Fund of the Frank Russell assets for the first $50 million of
Investment Company net assets; 0.35% of average daily net
assets between $50 million and $650
million and 0.30% of average daily net
assets exceeding $650 million.
The International Equity Investments $626 million 0.40% of the Fund's average daily net
Portfolio of the Consulting Group assets.
Capital Markets Funds
</TABLE>
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<PAGE> 7
Other. Consummation of the Transaction is subject to the satisfaction
of a number of conditions. It is currently expected that the Transaction will be
effected on or about October 1, 1998.
The Trustees' Considerations and Recommendations. In approving the New
Agreement and determining to submit it to shareholders for approval, the
Trustees concluded that the compensation to be paid to Oechsle LLC under the New
Agreement is fair and reasonable. In making this determination, the Trustees
considered several factors. The factors considered by the Trustees included: (1)
the sub-investment advisory fees payable under the Current Agreement and those
payable under the New Agreement and the fact that the sub-investment advisory
fees are not proposed to be changed under the New Agreement; (2) the nature,
quality and extent of the services as currently provided by Oechsle LP to the
Fund and as to be provided by Oechsle LLC under the New Agreement; (3) the fees
charged by investment managers operating funds with similar investment
objectives; and (4) the fact that Oechsle LP has represented to the Board that
it does not anticipate any change in the personnel serving the Fund or any
interruption in the services provided to the Fund as a result of the
Transaction. Thus, the Trustees unanimously concluded that the New Agreement was
in the best interests of the Fund and its shareholders.
REQUIRED VOTE
The approval of the New Agreement requires the affirmative vote of a
majority of the Fund's outstanding voting securities, which for these purposes
means the vote (i) of 67 percent or more of the voting securities present at the
Meeting, if the holders of more than 50 percent of the outstanding voting
securities of the Fund are present or represented by proxy, or (ii) of more than
50 percent of the outstanding voting securities of the Fund, whichever is less.
In the event that the New Agreement is not approved by the shareholders
of the Fund, the Trustees will consider what other action is appropriate based
upon their determination of the best interests of the shareholders of the Fund.
THE BOARD OF TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE APPROVAL
OF THE NEW SUB-INVESTMENT ADVISORY AGREEMENT, AND ANY SIGNED BUT UNMARKED
PROXIES WILL BE SO VOTED.
OTHER INFORMATION
SHARE OWNERSHIP OF THE FUND
The following table sets forth the information concerning beneficial
ownership, as of the Record Date, of the Fund's shares by each person who
beneficially owns more than five percent of the voting securities of the Fund:
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<PAGE> 8
<TABLE>
<CAPTION>
Percentage of Outstanding
Name and Address of Shareholder Shares Beneficially Owned(1) Shares Owned
------------------------------- ---------------------------- ------------
<S> <C> <C>
Mennonite Mutual Aid Association
P.O. Box 483
Goshen, Indiana 46527
The Mennonite Foundation, Inc.
P.O. Box 483
Goshen, Indiana 46527
Mennonite Retirement Trust
P.O. Box 483
Goshen, Indiana 46527
</TABLE>
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(1) Beneficial ownership is as defined under Section 13(d) of the Securities
Exchange Act of 1934.
MANNER OF VOTING PROXIES
All proxies received by the Fund will be voted on all matters presented
at the Meeting, and if not limited to the contrary, will be voted FOR Proposal
1.
Management knows of no other matters to be brought before the Meeting.
If, however, any other matters properly come before the Meeting, it is
Management's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.
Broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
have the same effect as abstentions in determining whether an issue has received
the requisite approval. Where the broker or nominee has no discretion to vote
the shares as to one or more proposals before the Meeting, the non-voted shares
will be excluded from the pool of shares voted on such issues. Thus, abstentions
and non-votes will have the same effect as a negative vote on issues requiring
the affirmative vote of a specified portion of the Fund's outstanding shares,
but will not be considered votes cast and thus will have no effect on matters
requiring approval of a specified percentage of votes cast.
In the event that at the time any session of the Meeting is called to
order a quorum is not present in person or by proxy, the persons named as
proxies may vote those proxies which have been received to adjourn the Meeting
to a later date. In the event that a quorum is present but sufficient votes in
favor of Proposal 1 set forth in the Notice of Meeting have not been received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitations of proxies with respect to such item. Any such
adjournment will require the
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<PAGE> 9
affirmative vote of a majority of the shares present in person or by proxy at
the session of the Meeting to be adjourned. The persons named as proxies will
vote those proxies which they are entitled to vote for any such item in favor of
such an adjournment, and will vote those proxies required to be voted against
any such item against any such adjournment.
SUBMISSION OF CERTAIN PROPOSALS
Proposals of shareholders which are intended to be presented at a
future shareholders' meeting must be received by the Fund by a reasonable time
prior to the Fund's solicitation of proxies relating to such future meeting.
Shareholder proposals must meet certain requirements and there is no guarantee
that any proposal will be presented at a Shareholder meeting.
ADDITIONAL INFORMATION
The expense of the preparation, printing and mailing of the enclosed
form of proxy, this Notice and Proxy Statement and other expenses relating to
the Meeting will be borne by Oechsle. To obtain the necessary representation at
the Meeting, supplementary solicitations may be made by mail, telephone,
facsimile or interview by officers of the Fund and/or employees of Oechsle and
MMA.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
July 7, 1998
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<PAGE> 10
EXHIBIT A
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this ___ day of _____, 1998, between Menno Insurance
Service, Inc., dba MMA Capital Management (the "Adviser"), and Oechsle
International Advisors LLC (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 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 shareholders
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 resolutions of the
Trust's Board of Trustees applicable to the Fund. Sub-Adviser shall have
authority to enter into and execute
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<PAGE> 11
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 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, 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;
- 4 -
<PAGE> 12
(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 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,
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<PAGE> 13
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 _________, 19__, 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 1940
Act) 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 prepaid, return receipt requested, or
by overnight courier, all addressed as follows:
- 6 -
<PAGE> 14
If to the Fund:
Attention: John Liechty
MMA
1110 N. Main St.
Goshen, IN 46526
Fax Number: 219-534-4381
If to the Sub-Adviser:
OECHSLE INTERNATIONAL ADVISORS LLC
James MacMillan
One International Place
23rd Floor
Boston, Massachusetts 02110
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 Member Manager and its 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:
----------------------------
OECHSLE INTERNATIONAL ADVISORS LLC
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
- 7 -
<PAGE> 15
PRELIMINARY PROXY MATERIALS -- FOR SEC USE ONLY
PROXY
MMA PRAXIS INTERNATIONAL FUND OF MMA PRAXIS MUTUAL FUNDS
SPECIAL MEETING OF SHAREHOLDERS
August 17, 1998
The undersigned hereby appoints George Stevens and Patricia Bingham and
each of them, his attorneys and proxies with full power of substitution to vote
and act with respect to all shares of MMA Praxis International Fund (the "Fund")
held by the undersigned at the Special Meeting of Shareholders of the Fund to be
held at 8:30 a.m., Eastern Time, on August 17, 1998, at the offices of the
Fund's administrator, BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio
43219 and at any adjournment thereof (the "Meeting"), and instructs them to vote
as indicated on the matters referred to in the Proxy Statement for the Meeting,
receipt of which is hereby acknowledged, with discretionary power to vote upon
such other business as may properly come before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND. THE BOARD
OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING PROPOSAL:
1. Approval of a new Sub-Investment Advisory Agreement for the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 16
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE PROPOSAL.
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
Dated , 1998
---------------------------
-------------------------------------
Name of Shareholder(s) -- Please print or type
-------------------------------------
Signature(s) of Shareholder(s)
-------------------------------------
Signature(s) of Shareholder(s)
This proxy must be signed by the beneficial owner of Fund shares. If signing as
attorney, executor, guardian or in some representative capacity or as an officer
of a corporation, please add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
