EXPENSE LIMITATION AGREEMENT
FOR MMA PRAXIS MUTUAL FUNDS
THIS AGREEMENT, dated as of January 1, 2006, is made and entered into by
and between the MMA Praxis Mutual Funds, a Delaware statutory trust (the
"Trust"), on behalf of each series set forth in Schedule A attached hereto (the
"Funds"), and MMA Capital Management (the "Adviser").
WHEREAS, the Adviser has been appointed the investment adviser of each of
the Funds pursuant to an Investment Advisory Agreement between the Trust, on
behalf of the Funds, and the Adviser (the "Advisory Agreement"); and
WHEREAS, the Trust and the Adviser desire to enter into the arrangements
described herein relating to certain expenses of the Funds;
NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:
1. The Adviser agrees, subject to Section 2 hereof, to reduce the fees
payable to it under the Advisory Agreement (but not below zero) and/or reimburse
other expenses of the Funds, during the fiscal year ending December 31, 2006, to
the extent necessary to limit the total operating expenses of each class of
shares of each Fund, exclusive of brokerage costs, interest, taxes and
dividends, fees paid to vendors providing fair value pricing and fund compliance
services, legal fees, costs relating to such services and extraordinary
expenses, to the amount of the "Maximum Operating Expense Limit" applicable to
each such class of shares as set forth across the from the name of each
respective class of each Fund on the attached Schedule A.
2. Each Fund agrees to pay to the Adviser the amount of fees (including
any amounts foregone through limitation or reimbursed pursuant to Section 1
hereof) that, but for Section 1 hereof, would have been payable by the Fund to
the Adviser pursuant to the Advisory Agreement or which have been reimbursed in
accordance with Section 1 (the "Deferred Fees"), subject to the limitations
provided in this Section. Such repayment shall be made monthly, but only if the
operating expenses of the Fund (exclusive of brokerage costs, interest, taxes
and dividends, fees paid to vendors providing fair value pricing and fund
compliance services, legal fees, costs relating to such services and
extraordinary expenses), without regard to such repayment, are at an annual rate
(as a percentage of the average daily net assets of the Fund) equal to or less
than the "Maximum Operating Expense Limit" for each respective class of shares
of the Fund, as set forth on Schedule A. Furthermore, the amount of Deferred
Fees paid by a Fund in any month shall be limited so that the sum of (a) the
amount of such payment and (b) the operating expenses of the Fund (exclusive of
brokerage costs, interest, taxes and dividend and extraordinary expenses) do not
exceed the above-referenced "Maximum Operating Expense Limit" for each
respective class of shares of a Fund.
Deferred Fees with respect to any fiscal year of a Fund shall not be
payable by the Fund to the extent that the amounts payable by the Fund pursuant
to the preceding paragraph during the period ending three years after the end of
such fiscal year are not sufficient to pay such Deferred Fees. In no event will
a Fund be obligated to pay any fees waived or deferred by the Adviser with
respect to any other series of the Trust.
3. Notice is hereby given that this Agreement is executed by the Trust on
behalf of the Funds by an officer of the Trust as an officer and not
individually and that the obligations of or arising out of this Agreement are
not binding upon any of the Trustees, officers or shareholders individually but
are binding only upon the assets and property belonging to the Funds.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
MMA PRAXIS MUTUAL FUNDS MMA CAPITAL MANAGEMENT, INC.
By: ______________________________ By: ________________________________
Name: ___________________________ Name: ______________________________
Title: ____________________________ Title: _____________________________
SCHEDULE A
OPERATING EXPENSE LIMITS
Maximum Operating
Fund Name/Class of Shares Expense Limit*
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MMA Praxis Core Stock Fund
Class A Shares 1.43%
Class B Shares 2.08%
MMA Praxis Intermediate Income Fund
Class A Shares 0.86%
Class B Shares 1.31%
MMA Praxis International Fund
Class A Shares 1.67%
Class B Shares 2.32%
MMA Praxis Value Index Fund
Class A Shares 0.96%
Class B Shares 1.51%
*Expressed as a percentage of Fund's average daily net assets.
