EXHIBIT 23(h)(6)
SECOND AMENDMENT TO
OMNIBUS FEE AGREEMENT
THIS SECOND AMENDMENT made July 1, 2004, between MMA PRAXIS MUTUAL
FUNDS (the "Trust"), a Delaware statutory trust having its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and BISYS FUND SERVICES
OHIO, INC. (hereinafter referred to as "BISYS"), an Ohio corporation having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
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 (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 (as defined therein),
including the Fund Accounting Agreement;
WHEREAS, the Fund Accounting Agreement is being amended, by a Fair
Value Amendment (the "Fair Value Amendment"), under which BISYS is agreeing to
provide certain additional services in connection with the valuation of
securities held in each Fund's portfolio; and
WHEREAS, the parties desire to modify the terms of BISYS' compensation
to take account of BISYS' services to the Trust under the Fair Value Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, the Trust and BISYS hereby agree as follows:
1. Compensation and Expenses.
(a) As compensation for the services of BISYS set forth in the Fair
Value Agreement that relate to the use by the Trust of Fair Value Information
Vendors ("Fair Value Support Services"), the Trust shall pay to BISYS the
additional compensation as set forth in Schedule A of this Amendment. The Trust
shall pay the annual servicing fee for each Fund that the Trust designates as
being subject to fair value determinations (a "Fair Value Fund") and for which
Fair Value Support Services are to be provided by BISYS. The compensation set
forth under this Amendment is payable in addition to the compensation previously
payable under the Fee Agreement.
(b) In addition, the Trust shall reimburse BISYS for the actual costs
incurred by BISYS to Fair Value Information Vendors (as defined in the Fair
Value Amendment) with respect to the provision of fair value pricing information
to BISYS for use in valuing
the portfolio holdings of a specific Fair Value Fund or Fair Value Funds that
the Trust designates as being subject to fair value determinations and for which
Fair Value Support Services are to be provided by BISYS. Such costs shall be
incurred at the discounted group rate made available to BISYS clients, if
applicable. The fee currently charged by the Fair Value Information Vendors to
be used by the Fair Value Funds is set forth in Schedule A hereto.
2. 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 Fee Agreement.
(c) This Amendment supplements and amends the Fee 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 Fee 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 Fee 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
Fee Agreement as amended by this Amendment. Except as provided in this
Amendment, the provisions of the Fee Agreement remain in full force and effect
(including, without limitation, the term of the Fee 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
SCHEDULE A
TO THE SECOND AMENDMENT TO
OMNIBUS FEE AGREEMENT
BETWEEN
MMA PRAXIS MUTUAL FUNDS
AND
BISYS FUND SERVICES OHIO, INC.
ADDITIONAL SERVICE FEES
One-time Development Fee, due upon the
execution of this Amendment: $10,000
Annual Fee for services provided by BISYS
under the Fair Value Amendment for each Fair
Value Fund: $5,000
(The Annual Fee is to be billed in equal monthly installments in respect of each
Fair Value Fund that the Trust designates as being subject to fair value
determinations and for which services are to be provided by BISYS under the Fair
Value Amendment.)
OUT-OF-POCKET EXPENSES AND MISCELLANEOUS CHARGES
In addition to the above fees, BISYS shall be entitled to receive payment for
the out-of-pocket expenses, as set forth in Section 1(b) of this Amendment. This
covers the actual costs charged by Fair Value Information Vendors with respect
to the provision of fair value pricing information to BISYS for use in valuing
the portfolio holdings of a specific Fair Value Fund or Fair Value Funds.
ITG's fair value information fee is currently $10,000 annually per Fair Value
Fund.
CPI ESCALATION
The fees charged by BISYS which are expressed as stated dollar amounts in this
schedule and in the Amendment shall be increased annually commencing on the
one-year anniversary date of the Effective Date by the percentage increase since
the Effective Date in consumer prices for services as measured by the United
States Consumer Price Index entitled "All Services Less Rent of Shelter" or a
similar index should such index no longer be published.
