ADMINISTRATION, ACCOUNTING SERVICES,
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
AGREEMENT dated as of September 23, 2005 between MMA Praxis Mutual Funds
(the "Trust"), a Delaware business trust, and Integrated Fund Services, Inc.
("Integrated"), an Ohio corporation.
WHEREAS, the Trust is a management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, shares of beneficial interest in the Trust are divided into
separate series (each, along with any series which may in the future be
established, a "Fund," collectively, the "Funds"); and
WHEREAS, the Trust wishes to employ Integrated to serve as its
administrative, accounting services and transfer, shareholder servicing and
dividend disbursing agent on behalf of the Funds; and
WHEREAS, Integrated wishes to provide such services to the Funds under the
conditions set forth below;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, the Trust and Integrated agree as follows:
1. APPOINTMENT.
The Trust hereby appoints and employs Integrated as agent to perform
those services described in this Agreement for the Funds. Integrated shall act
under such appointment and perform the obligations thereof in accordance with
the Trust's current registration statement and as required by applicable state
and federal laws and regulations upon the terms and conditions hereinafter set
forth. The appointment shall begin at a time mutually agreed upon by the
parties.
2. DOCUMENTATION.
The Trust will furnish from time to time the following documents:
A. Each resolution of the Board of Trustees of the Trust authorizing
the original issue of the shares of the Funds;
B. Each registration statement filed with the Securities and
Exchange Commission (the "SEC") on behalf of the Trust and amendments thereof;
C. A certified copy of the Agreement and Declaration of Trust and
the Bylaws of the Trust and each amendment thereto;
D. Certified copies of each resolution of the Board of Trustees
authorizing officers to give instructions to Integrated;
E. Copies of all agreements with service providers on behalf of the
Funds, including advisory agreements, sub-advisory agreements, underwriting and
dealer agreements and custody agreements in effect;
F. Copies of all policies and procedures adopted by the Board of
Trustees, including the Trust's Compliance Program adopted pursuant to Rule
38a-1 under the 1940 Act (the "Compliance Program);
G. Copies of any or all deficiency letters or other correspondence
resulting from examinations, audits or reviews conducted by the SEC, the
National Association of Securities Dealers ("NASD") or any other administrative
or regulatory body, whether governmental or private since the inception of the
Trust;
H. A listing of all jurisdictions in which each Fund (and class
thereof) is lawfully available for sale as of the date of this Agreement and in
which the Trust desires Integrated to effect a blue sky filing;
I. All Notices of and Proxy materials related to any Annual or
Special Meetings of Shareholders of the Trust, including any that proposed the
merger, reorganization or liquidation of a Fund;
J. Copies of all documents relating to special investment or
withdrawal plans which are offered or may be offered in the future by the Funds
and for which Integrated is to act as plan agent;
K. Such other certificates, documents or opinions that Integrated
may, in its discretion, deem necessary or appropriate in the proper performance
of its duties; and
L. A copy of the Trust's written Anti-Money Laundering Program (the
"AML Program"), including any related Policies and Procedures, for Integrated's
use in fulfilling its duties under Addendum 1.
M. The Trust shall furnish Integrated with written copies of any
amendments to, or changes in, any of the items referred to in this Paragraph 2
forthwith upon such amendments or changes becoming effective. In addition, the
Trust agrees that no amendments will be made to the Trust's Prospectuses or
Statement of Additional Information, the AML Program or the Compliance Program,
which might have the effect of changing the procedures employed by Integrated in
providing the services agreed to hereunder or which amendment might affect the
duties of Integrated hereunder unless the Trust first obtains Integrated's
approval that it is reasonably able to implement such amendments or changes,
which approval shall not be withheld unreasonably.
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ADMINISTRATION
3. TRUST ADMINISTRATION AND BLUE SKY SERVICES.
Subject to the direction and control of the Board of Trustees of the
Trust, Integrated shall perform the administration and blue sky services to the
Trust detailed in Schedule A. Integrated shall perform such other administrative
and blue sky services for the Trust and each of the Funds that are mutually
agreed upon by the parties from time to time, for which the Trust will pay
Integrated the amounts agreed upon between them.
The Trust hereby grants Integrated, and Integrated hereby accepts, a
limited power of attorney on behalf of the Trust and each of the Funds to
execute all blue sky filings and other related documents necessary to effect
such blue sky services. Integrated will remit to the respective jurisdictions
the requisite blue sky filing fees for the shares of the relevant Fund(s) (or
classes thereof); provided however, that the Trust timely provides Integrated in
advance of such filings with (i) the requisite number of copies of each document
(i.e., definitive prospectuses) requested by Integrated (to the extent such
documents are required to effect the relevant filing) and (ii) filing fees. The
Trust will, from time to time as specifically agreed between the parties,
facilitate a wire transfer of funds to Integrated for the payment of the
aforementioned filing fees promptly upon request by Integrated. Integrated will
request the funds necessary for the payment of the filing fees in advance of the
date the fees become due.
Subject to the conditions discussed below, and only so long as (1)
an employee of Integrated or one of its affiliates serves as the Trust's Chief
Compliance Officer pursuant to Rule 38a-1 under the 1940 Act, and (2) the
principal executive officer of the Trust is not an employee of Integrated,
Integrated will make an Integrated employee available to serve as the Trust's
principal financial officer for the purpose of certifying the Trust's Form N-CSR
("PFO"). The Trust will make the appropriate individuals, documentation,
information and resources available as reasonably required for Integrated to
perform this service. In addition, the Trust will cause its service providers to
make the appropriate individuals, documentation, information and resources
available as reasonably required by Integrated. The Trust agrees that it will
provide, and it will cause its service providers, including its investment
advisers and sub-advisers, to provide such certifications as are reasonably
required by the PFO to certify each filing of the Trust's Form N-CSR. The Trust
agrees that successful completion of this service will require the active
participation and timely response by each Fund and its service providers to
requests of Integrated. The Trust further agrees that it will be responsible
for, and will support and facilitate the role of the PFO in, (1) the design and
maintenance of the Trust's disclosure controls and procedures and internal
control over financial reporting (as defined in Rule 30a-3 of the 1940 Act), and
(2) evaluating the effectiveness of the Trust's disclosure controls and
procedures under the supervision of the PFO within any required timeframe.
ACCOUNTING
4. ACCOUNTING SERVICES.
Subject to the direction and control of the Board of Trustees of the
Trust, Integrated shall perform the accounting services to the Trust detailed in
Sections 5 and 6 and in Schedule B to this Agreement. Integrated shall also
perform such other accounting services for the Trust and each of the Funds that
are mutually agreed upon by the parties from time to time, for which the Trust
will pay Integrated the amounts agreed upon between them.
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5. CALCULATION OF NET ASSET VALUE.
Subject to the direction and control of the Board of Trustees of the
Trust, Integrated will calculate the net asset value of each of the Funds and
the per share net asset value of each of the Funds, in accordance with the
Trust's current prospectus and statement of additional information, once daily
as of the time selected by the Trust's Board of Trustees. Integrated will
maintain and keep current the general ledger for the Funds, recording all income
and expenses, capital share activity and security transactions of the Funds.
Integrated will prepare and maintain a daily valuation of all securities and
other assets of the Funds in accordance with instructions from a designated
officer of the Trust and in the manner set forth in the Trust's current
prospectus and statement of additional information. In valuing securities of the
Funds, Integrated may contract with, and rely upon market quotations provided
by, outside services.
6. PAYMENT OF TRUST EXPENSES.
Integrated shall process each request received from the Trust or its
authorized agents for payment of the Funds' expenses. Upon receipt of written
instructions signed by an officer or other authorized agent of the Trust,
Integrated shall prepare payments in the appropriate amounts which shall be
approved by an authorized officer of Integrated and remitted to the appropriate
party.
TRANSFER AGENCY AND SHAREHOLDER SERVICING
Subject to the direction and control of the Board of Trustees of the
Trust, Integrated shall perform the transfer agency and shareholder services to
the Trust detailed in Schedule C. Integrated shall perform for the Trust and
each of the Funds such other services that are mutually agreed upon by the
parties from time to time, for which the Trust will pay Integrated the amounts
agreed upon between them.
7. BANK ACCOUNTS.
Integrated is hereby granted such power and authority as may be
necessary to establish one or more bank accounts for the Trust with such bank or
banks as are acceptable to the Trust, as may be necessary or appropriate from
time to time in connection with the transfer agency services to be performed
hereunder. The Trust shall be deemed to be the customer of such bank or banks
for purposes of such accounts. To the extent that the performance of such
services hereunder shall require Integrated to disburse amounts from such
accounts in payment of dividends, redemption proceeds or for other purposes
hereunder, the Trust shall provide such bank or banks with all instructions and
authorizations necessary for Integrated to effect such disbursements.
8. RECORDKEEPING AND OTHER INFORMATION.
Prior to the commencement of Integrated's responsibilities under
this Agreement, if applicable, the Trust shall deliver or cause to be delivered
over to Integrated (i) an accurate, certified list of shareholders of each Fund,
showing each shareholder's address of record, number of shares owned and whether
such shares are represented by outstanding share certificates and (ii) all
shareholder records, files, and other materials necessary or appropriate for
proper performance of the functions assumed by Integrated under this Agreement
including, without limitation, special instructions regarding withholding,
dividend options and householding (collectively referred to as the "Materials").
The Trust shall, on behalf of each applicable Fund or class, indemnify and hold
Integrated, its directors, officers, employees, control persons and affiliates
of Integrated, harmless from and against any and all losses, damages, claims,
suits, actions, demands, costs, charges, fees, payments, expenses and
liabilities, including reasonable legal fees, of any and every nature, arising
out of or attributable to any error, omission, inaccuracy or other deficiency of
the Materials, or out of the failure of the Trust to provide any portion of the
Materials or to provide any information in the Trust's possession or control,
that the Trust is reasonably able to provide, needed by Integrated to perform
the services described in this Agreement.
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9. ANTI-MONEY LAUNDERING
A. The Trust acknowledges that it is a financial institution subject
to the law entitled United and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism ("USA Patriot") Act of 2001
and the Bank Secrecy Act (collectively, the "AML Acts") and shall comply with
the AML Acts and applicable regulations adopted thereunder (collectively, the
"Applicable AML Laws") in all relevant respects, subject to the delegation of
certain responsibilities to Integrated as provided in the next sub-paragraph
below.
B. The Trust hereby delegates to Integrated the performance, on
behalf of the Trust, of the anti-money laundering services set forth in the
Anti-Money Laundering Program Service Addendum (the "AML Services") with respect
to the shareholder accounts maintained by Integrated pursuant to this Agreement.
Integrated agrees to the foregoing delegation and agrees to perform such
services in accordance with the Trust's AML Program. In connection therewith,
Integrated agrees to maintain policies and procedures, and related internal
controls, that are consistent with the Trust's AML Program and the requirement
that the Trust employ procedures reasonably designed to achieve compliance with
the Applicable AML Laws, including the requirement to have policies and
procedures that can be reasonably expected to detect and cause the reporting of
transactions under Section 5318 of the Bank Secrecy Act. Integrated's
obligations under this delegation shall be subject to Paragraph 2.L. and 2.M.,
which require that the AML Program and any material amendments thereto be
submitted to Integrated for its review and consent that it is reasonably able to
implement the amendment.
C. The Trust agrees and acknowledges that, notwithstanding the
delegation provided for in the foregoing paragraph, the Trust maintains full
responsibility for ensuring that its AML Program is, and shall continue to be,
reasonably designed to ensure compliance with the Applicable AML Laws, in light
of the Trust's particular business, taking into account factors such as its
size, location, activities and risks or vulnerabilities to money laundering.
D. In connection with the foregoing delegation, the Trust also
acknowledges that the performance of the AML Services involves the exercise of
discretion which in some circumstances may result in consequences to the Trust
and its shareholders (such as in the case of the reporting of suspicious
activities and the freezing of shareholder accounts). In this regard, (i) under
circumstances in which the AML Program authorizes the taking of certain actions,
Integrated is granted the discretion, in accordance with its standard of care
hereunder, to take any such action as may be authorized under the AML Program,
and consultation with the Trust shall not be required in connection therewith
unless specifically required under the AML Program, and (ii) the Trust instructs
Integrated that it may avail the Trust of any safe harbor from civil liability
that may be available under Applicable AML Laws for making a disclosure or
filing a report thereunder.
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E. As concerns Networking Level III accounts and omnibus accounts,
the AML Services performed by Integrated are subject to a more limited scope, as
contemplated under the release concerning the interim final rule of the
Department of the Treasury, 31 CFR 103, effective April 24, 2002 (the "Interim
Final Rule") and the performance by the Trust of the risk-based evaluation of
entities holding such accounts, as contemplated under the release pertaining to
the Interim Final Rule. The foregoing reference to the Interim Final Rule shall
be deemed to include laws and regulations adopted subsequent to the Interim
Final Rule, if and to the extent consistent therewith.
GENERAL
10. RECORD RETENTION AND RETURN
A. Integrated shall create, keep and maintain on behalf of the Trust
all books and records which the Trust is, or may be, required to keep and
maintain by applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act and the rules thereunder, as
the same may be amended from time to time, and by the Internal Revenue Code of
1986, as the same may be amended from time to time (the "Code"), pertaining to
the various functions performed by Integrated and not otherwise created and
maintained by another party pursuant to contract with the Trust. Where
applicable, such records shall be maintained by Integrated for the periods and
in the places required by Rules 31a-1 and 31a-2 under the 1940 Act and by the
Code. The retention of such records and other data created and maintained
pursuant to this Agreement shall be at the expense of the Trust. All such
records shall be the property of the Trust at all times and shall be available
during regular business hours for reasonable audit and inspection by the Trust
or its agents, or any regulatory agency having authority over the Trust.
B. In the case of the merger of the Trust, or a Fund, into or the
consolidation of the Trust, or a Fund, with another investment company, the sale
by the Trust, or a Fund, of all, or substantially all, of its assets to another
investment company, or the liquidation or dissolution of the Trust, or a Fund,
and distribution of its assets, or any similar transaction or any other form of
business transaction involving the Trust or a Fund, Integrated shall promptly
cease to retain and turn over to the Trust, or any investment company which is a
successor to the Trust or any Fund, and the Trust's files, records and documents
created and maintained by Integrated pursuant to this Agreement.
11. DATA ACCESS AND PROPRIETARY INFORMATION.
The Trust acknowledges that the data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to the Trust by Integrated as part of the Trust's ability to
access certain Trust-related data maintained by Integrated on data bases under
the control and ownership of Integrated or another third party constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to Integrated or another third
party. The Trust agrees to treat all Proprietary Information as proprietary to
Integrated and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided hereunder.
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12. COOPERATION WITH ACCOUNTANTS.
Integrated shall cooperate with the Trust's independent public
accountants and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information is
made available to such accountants for the expression of their unqualified
opinion where required for any document for the Trust. In addition, Integrated
shall provide accounting and other special reports, as discussed in Section 13
of this Agreement, in connection with the Trust's regular annual audit and other
audits and examinations by regulatory agencies.
13. SPECIAL SERVICES AND REPORTS AND EXCEPTION PROCESSING.
A. Integrated may provide special services and reports with respect
to the Trust, subject to an additional charge as detailed in Schedule D, or such
other services and reports as may be reasonably requested by the Trust or the
Trust's investment adviser, which may result in an additional charge, the amount
of which shall be agreed upon between the parties.
B. Integrated may provide exception processing upon the request of
the Trust or the Trust's investment adviser, which may result in an additional
charge, the amount of which shall be agreed upon between the parties. Exception
processing includes, but is not limited to, processing which:
(i) requires Integrated to use methods and procedures other
than those usually employed by Integrated to perform its obligations under this
Agreement;
(ii) involves the provision of information to Integrated after
the commencement of the nightly processing cycle of Integrated's transfer
agency, administration and/or fund accounting processing system; or
(iii) requires more manual intervention by Integrated, either
in the entry of data or in the modification or amendment of reports generated by
Integrated's transfer agency, administration and/or fund accounting processing
system than is usually required.
C. Instructions / Certain Procedures, etc.
Integrated shall be protected in acting upon any document that it
reasonably believes to be genuine and to have been signed or presented by the
proper person or persons. Integrated will not be held to have notice of any
change of authority of any officers, employees or agents of the Trust until
receipt of actual notice thereof from the Trust.
Whenever Integrated is requested or authorized to take action
hereunder pursuant to instructions from a shareholder, or a properly authorized
agent of a shareholder ("shareholder's agent"), concerning an account in a Fund,
Integrated shall be entitled to rely upon any certificate, letter or other
instrument or communication (including electronic mail), reasonably believed by
Integrated to be genuine and to have been properly made, signed or authorized by
an officer or other authorized agent of the Trust or by the shareholder or
shareholder's agent, as the case may be, and shall be entitled to receive as
conclusive proof of any fact or matter required to be ascertained by it
hereunder a certificate signed by an officer of the Trust or any other person
authorized by the Board or by the shareholder or shareholder's agent, as the
case may be.
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As to the services to be provided hereunder, Integrated may rely
conclusively upon the terms of the relevant then current Prospectus and
Statement of Additional Information of the Trust to the extent that such
services are described therein unless Integrated receives written instructions
to the contrary in a timely manner from the Trust.
The parties hereto may amend any procedures adopted, approved or set
forth herein by written agreement as may be appropriate or practical under the
circumstances, and Integrated may conclusively assume that any special procedure
which has been approved by an executive officer of the Trust (other than an
officer or employee of Integrated) does not conflict with or violate any
requirements of the Trust's Declaration of Trust, By-Laws or then-current
prospectuses, or any rule, regulation or requirement of any regulatory body.
The Trust acknowledges receipt of a copy of Integrated's policy
related to the acceptance of trades for prior day processing (the "Integrated
As-of Trading Policy"). Integrated may amend the Integrated As-of Trading Policy
from time to time in its sole discretion. A copy of any such amendments shall be
delivered to the Trust upon request. Integrated may apply the Integrated As-of
Trading Policy whenever applicable, unless Integrated agrees in writing to
process trades according to such other as-of trading policy as may be adopted by
the Trust and furnished to Integrated by the Trust.
The Trust acknowledges and agrees that deviations from Integrated's
written transfer agent operational and compliance procedures may involve a
substantial risk of loss. In the event an authorized representative of the Trust
requests that an exception be made from any written compliance, transfer agency,
administration, fund accounting or any other procedures adopted by Integrated,
or any requirements of the AML Program or the Compliance Program, Integrated may
in its sole discretion determine whether to permit such exception. In the event
Integrated determines to permit such exception, the same shall become effective
when set forth in a written instrument executed by an authorized representative
of the Trust (other than an employee of Integrated) and delivered to Integrated
(an "Exception"); provided that an Exception concerning the requirements of the
Trust's AML Program shall be authorized by the Trust's anti-money laundering
compliance officer (the "AML Compliance Officer") and an Exception concerning
the requirements of the Trust's Compliance Program shall be authorized by the
Trust's Chief Compliance Officer. An Exception shall be deemed to remain
effective until the relevant instrument expires according to its terms (or if no
expiration date is stated, until Integrated receives written notice from the
Trust that such instrument has been terminated and the Exception is no longer in
effect). Notwithstanding any provision in this Agreement that expressly or by
implication provides to the contrary, as long as Integrated acts in good faith,
and without any willful misfeasance, bad faith or negligence, Integrated shall
have no liability for any loss, liability, expenses or damages to the Trust
resulting from the Exception, and the Trust shall indemnify Integrated and hold
Integrated harmless from any loss, liability, expenses (including reasonable
attorneys fees) and damages resulting to Integrated there from.
14. SUBCONTRACTING.
Integrated may, at its expense, subcontract with any entity or
person concerning the provision of the services contemplated hereunder;
provided, however, that Integrated shall not be relieved of any of its
obligations under this Agreement by the appointment of such subcontractor and
provided further, that Integrated shall be responsible for all acts of such
subcontractor as if such acts were its own.
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15. COMPENSATION.
For performing its services under this Agreement, the Trust shall
pay Integrated a monthly fee with respect to each Fund in accordance with
Schedule E attached hereto.
16. EXPENSES.
A. Integrated shall furnish, at its expense and without cost to the
Trust, the services of its personnel to the extent that such services are
required to carry out its obligations under this Agreement and the use of its
data processing equipment. All costs and expenses not expressly assumed by
Integrated under this Paragraph shall be paid by the Trust. A list of typical
Trust expenses is set forth in Schedule F; this list is not all inclusive.
B. The Trust authorizes Integrated to receive payment of fees due to
Integrated or to be reimbursed for Fund expenses Integrated pays on behalf of
the Fund directly from the Fund. Integrated will provide the Trust with
documentation detailing such fees or expenses within a reasonable time prior to
and corresponding to the payment of the corresponding fees or expenses. However,
Trust approval shall not be required in advance of such payments. In the event
of a dispute arising from the payment of fees or expenses and upon mutual
agreement by the Trust and Integrated as to the appropriate resolution of the
dispute, the Trust and/or Integrated shall make the necessary reimbursements to
the Fund.
17. REFERENCES TO INTEGRATED OR THE TRUST.
A. Neither the Trust nor its agents shall circulate any printed
matter which contains any reference to Integrated without the prior written
approval of Integrated, excepting solely such printed matter as merely
identifies Integrated as Administrative Services Agent, Transfer, Shareholder
Servicing and Dividend Disbursing Agent and Accounting Services Agent. The Trust
will submit printed matter requiring approval to Integrated in draft form,
allowing sufficient time for review by Integrated and its counsel prior to any
deadline for printing.
B. Integrated shall not circulate any printed matter that contains
any reference to the Trust without the prior written approval of the Trust,
excepting solely such printed matter as merely identifies the Trust as a client
of Integrated. Integrated will submit printed matter requiring approval to the
Trust in draft form, allowing sufficient time for review by the Trust and its
counsel prior to any deadline for printing.
18. INDEMNIFICATION OF INTEGRATED.
A. Integrated may rely on information reasonably believed by it to
be accurate and reliable. Except as may otherwise be required by the 1940 Act
and the rules thereunder, neither Integrated nor any director, officer,
employee, or control person of Integrated, or affiliates of Integrated (the
"Indemnified Parties") shall be subject to any liability for, or any and all
losses, damages, claims, suits, actions, demands, or expenses, including
reasonable legal fees, of any and every nature, incurred by the Trust in
connection with any error of judgment, mistake of law, any act or omission
connected with or arising out of any services rendered under or payments made
pursuant to this Agreement or any other matter to which this Agreement relates,
except by reason of willful misfeasance, bad faith or negligence on the part of
any such persons in the performance of the duties of Integrated under this
Agreement or by reason of reckless disregard by any of such persons of the
duties of Integrated under this Agreement. The Indemnified Parties may apply to
the Trust at any time for instructions and may, at their own expense, consult
counsel for the Trust, or their own counsel, and with accountants and other
experts with respect to any matter arising in connection with Integrated's
duties hereunder, and the Indemnified Parties shall not be liable or accountable
for any action taken or omitted by them in good faith in accordance with such
instruction or advice, or with the opinion of such counsel, accountants, or
other experts. Integrated shall not be held to have notice of any change of
authority of any officers, employees, or agents of the Trust until receipt of
written notice thereof has been received by Integrated from the Trust.
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B. Any person, even though also a director, officer, employee,
shareholder or agent of Integrated, or any of its affiliates, who may be or
become an officer, trustee, employee or agent of the Trust, shall be deemed to
be rendering such services to or acting solely as an officer, trustee, employee
or agent of the Trust and not as a director, officer, employee, shareholder or
agent of or one under the control or direction of Integrated or any of its
affiliates, even though paid by one of these entities.
C. Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless the Indemnified Parties from and against any
and all losses, damages, claims, suits, actions, demands, expenses and
liabilities including reasonable legal fees, of any and every nature which the
Indemnified Parties may sustain or incur or which may be asserted against the
Indemnified Parties by any person by reason of, or as a result of: (i) any
action taken or omitted to be taken by Integrated in good faith in reliance upon
any certificate, instrument, order or share certificate believed by it to be
genuine and to be signed, countersigned or executed by any duly authorized
person, upon the oral instructions or written instructions of an authorized
person of the Trust or upon the opinion of legal counsel for the Trust; (ii) any
action taken or omitted to be taken by Integrated in connection with its
appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter have been
altered, changed, amended or repealed; or (iii) any action taken or omitted to
be taken by Integrated in connection with or arising out of any services
rendered under or payments made pursuant to this Agreement or any other matter
to which this Agreement relates. However, indemnification under this
subparagraph shall not apply to actions or omissions of the Indemnified Parties
in cases of its or their own willful misfeasance, bad faith, negligence or
reckless disregard of its or their own duties hereunder. The Trust shall be
entitled to participate at its own expense or, if it so elects, to assume the
defense of any suit brought to enforce any claims subject to this indemnity
provision. If the Trust elects to assume the defense of any such claim, the
defense shall be conducted by counsel chosen by it and reasonably satisfactory
to the indemnified party, whose approval shall not be unreasonably withheld, as
long as the Trust is conducting a good faith and diligent defense. In the event
that the Trust elects to assume the defense of any suit and retain counsel, the
indemnified party shall bear the fees and expenses of any additional counsel
retained by it. If the Trust does not elect to assume the defense of a suit, or
if such good faith and diligent defense is not being or ceases to be conducted
by the Trust, it will reimburse the indemnified party for the reasonable fees
and expenses of any counsel retained by the indemnified party. The indemnity and
defense provisions set forth herein shall indefinitely survive the termination
of this Agreement.
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D. If an Integrated employee serves as the Trust's PFO, as long as
such PFO acts in good faith and in a manner reasonably believed to be in the
best interests of the Trust (and so long as such PFO would not otherwise be
liable to the Trust by reason of willful misfeasance, bad faith, negligence or
reckless disregard of his or her own duties hereunder), the Trust shall
indemnify and hold harmless the PFO and the Indemnified Parties from and against
any and all losses, damages, claims, suits, actions, demands, expenses and
liabilities including reasonable legal fees, of any and every nature which the
PFO or the Indemnified Parties may sustain or incur or which may be asserted
against the PFO or Indemnified Parties by any person by reason of, or as a
result of serving as the Trust's PFO.
D. Notwithstanding anything to the contrary in this Agreement, in no
event shall Integrated be liable to the Trust or any third party for any
special, consequential, punitive or incidental damages, or any other damages not
measured by the prevailing party's actual damages, even if advised of the
possibility of such damages.
E. The foregoing rights shall be in addition to any other rights to
which the Indemnified Parties may be entitled as a matter of law.
F. The Trust agrees that it will provide reasonable professional
liability insurance coverage, as mutually agreed upon by the parties, to the PFO
and other officers provided by Integrated pursuant to this Agreement, with
respect to the services and activities provided to the Trust by such officers.
The Trust further agrees to furnish details of such coverage to Integrated upon
its request, including a copy of the policy, the identity of the carrier,
coverage levels and deductible amounts. The Trust will notify Integrated of any
modification, reduction or cancellation of such coverage or of any material
claims made against such coverage.
G. Integrated shall maintain a fidelity bond covering larceny and
embezzlement and an insurance policy with respect to directors and officers
errors and omissions coverage in amounts that are appropriate in light of its
duties and responsibilities hereunder. Upon the request of the Trust, Integrated
shall provide evidence that coverage is in place. Integrated shall notify the
Trust should its insurance coverage with respect to professional liability or
errors and omissions coverage be canceled. Such notification shall include the
date of cancellation and the reasons therefore. Integrated shall notify the
Trust of any material claims against it with respect to services performed under
this Agreement, whether or not they may be covered by insurance, and shall
notify the Trust should the total outstanding claims made by Integrated under
its insurance coverage materially impair, or threaten to materially impair, the
adequacy of its coverage.
19. TERMINATION
A. The provisions of this Agreement shall be effective on the date
first above written, shall remain in full force and effect for two years
("Initial Term") from that date and shall continue in force for one year
thereafter ("Renewal Term"), but only so long as such continuance is approved
(1) by Integrated, (2) by the Trust, and (3) by vote of a majority of the
Trust's Board of Trustees or a majority of the Trust's outstanding voting
securities.
B. Any party may terminate this Agreement at the end of the Initial
Term or at the end of any subsequent Renewal Term by giving the other parties at
least one hundred twenty (120) days' prior written notice of such termination
specifying the date fixed therefore. In the event this Agreement is terminated
by the Trust prior to the end of the Initial Term or any subsequent Renewal
Term, the Trust shall make a one-time cash payment to Integrated in
consideration of services provided under this Agreement, and not as a penalty,
equal to the remaining balance of the fees payable to Integrated under this
Agreement through the end of the Initial Term or Renewal Term, as applicable. In
the event this Agreement is terminated by Integrated prior to the end of the
Initial Term or any subsequent Renewal Term, the Trust shall not be obligated to
pay to Integrated the remaining balance of the fees payable to Integrated under
this Agreement through the end of the Initial Term or Renewal Term, as
applicable. The Trust shall reimburse Integrated for any out-of-pocket expenses
and disbursements ("out-of-pocket expenses") reasonably incurred by Integrated
in connection with the services provided under this Agreement within 30 days of
notification to the Trust of such out-of-pocket expenses regardless of whether
such out-of-pocket expenses were incurred before or after the termination of
this Agreement.
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Notwithstanding the foregoing, following any such termination, in
the event that Integrated in fact continues to perform any one or more of the
services contemplated by this Agreement with the consent of the Trust, the
provisions of this Agreement, including without limitation the provisions
dealing with compensation and indemnification, shall continue in full force and
effect. Such continuation of performance by Integrated shall not constitute a
waiver of any of rights or remedies offered Integrated under this Agreement or
otherwise. Fees and out-of-pocket expenses incurred by Integrated but unpaid by
the Trust upon such termination shall be immediately due and payable upon and
notwithstanding such termination.
C. If a party materially fails to perform its duties and obligations
hereunder (a "Defaulting Party") resulting in a material loss to another party
or parties, such other party or parties (the "Non-Defaulting Party") may give
written notice thereof to the Defaulting Party, which such notice shall set
forth with sufficient detail the nature of the breach. The Defaulting Party
shall have ninety (90) days from its receipt of notice to cure the breach. If
such material breach shall not have been remedied to commercially reasonable
operating standards, the Non-Defaulting Party may terminate this Agreement by
giving sixty (60) days written notice of such termination to the Defaulting
Party. If Integrated is the Non-Defaulting Party, its termination of this
Agreement shall not constitute a waiver of any rights or remedies with respect
to services it performed prior to such termination, or the right of Integrated
to receive such compensation as may be due as of the date of termination or to
be reimbursed for all reasonable out-of-pocket expenses. In all cases,
termination by the Non-Defaulting Party shall not constitute a waiver by the
Non-Defaulting Party of any other rights it might have under this Agreement or
otherwise against a Defaulting Party.
D. Upon delivery of such notice of termination to the Trust or
Integrated, the Trust may, in its sole discretion, elect to extend the term of
this Agreement for a period of three (3) months (the "Transition Period")
following the date of termination specified in such notice in order to provide
sufficient time for the Trust to transition to another service provider;
provided, however, that the date of the conversion of services, data and books
and records to the new service provider during the Transition Period is subject
to the approval of Integrated, which approval will not be unreasonably withheld.
During such Transition Period, the terms of this Agreement, including without
limitation the provisions dealing with compensation and indemnification, shall
continue in full force and effect.
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E. Unless this Agreement has been terminated in accordance with this
Section, the terms and provisions of this Agreement shall become automatically
applicable to any investment company which is a successor to the Trust or any
Fund as a result of reorganization, recapitalization or change of domicile.
F. Integrated will be entitled to collect from the Trust all
reasonable and customary expenses incurred in conjunction with termination of
this Agreement ("Termination Expenses"), including but not limited to reasonable
out-of-pocket expenses, employee time, system fees and fees charged by third
parties with whom Integrated has contracted. An estimate of such Termination
Expenses shall be adequately documented by Integrated and submitted to the Trust
in advance. In addition, the Trust will only reimburse Integrated for
Termination Expenses in the amount of the costs actually incurred by Integrated.
G. In the event that in connection with the termination of this
Agreement a successor to any of Integrated's duties or responsibilities under
this Agreement is designated by the Trust by written notice to Integrated,
Integrated shall, promptly upon such termination and at the expense of the
Trust, transfer all records maintained by Integrated under this Agreement and
shall cooperate in the transfer of such duties and responsibilities, including
provision for assistance from Integrated's cognizant personnel in the
establishment of books, records and other data by such successor.
20. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent Integrated or any affiliated
person (as defined in the ▇▇▇▇ ▇▇▇) of Integrated from providing services for
any other person, firm or corporation (including other investment companies);
provided, however, that Integrated expressly represents that it will undertake
no activities which, in its judgment, will adversely affect the performance of
its obligations to the Trust under this Agreement.
21. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
A. The parties hereto acknowledge and agree that nothing contained
herein shall be construed to require Integrated to perform any services for the
Trust which services could cause Integrated to be deemed an "investment adviser"
of the Trust within the meaning of Section 2(a)(20) of the 1940 Act or to
supersede or contravene the Trust's prospectus or statement of additional
information or any provisions of the 1940 Act and the rules thereunder. Except
as otherwise provided in this Agreement and except for the accuracy of
information furnished to it by Integrated, the Trust assumes full responsibility
for complying with all applicable requirements of the 1940 Act, the Securities
Act of 1933, as amended, and any other laws, rules and regulations of
governmental authorities having jurisdiction.
B. Regulatory Requirements and Changes. Integrated will use
commercially reasonable efforts to develop and implement changes to the
recordkeeping systems it uses so that the data processing services provided
under this Agreement continue to comply with applicable regulations and rules of
regulatory authorities. With respect to each change in the recordkeeping systems
necessitated by regulatory matters, excluding routine, annual regulatory
maintenance changes applying to existing regulatory matters (e.g., including,
but not limited to, tax position forms or magnetic tape/filing changes), the
Trust will pay its proportionate share of Integrated's direct vendor costs based
upon the ratio of the number of the Trust's shareholder accounts then serviced
by Integrated, to the total number of shareholder accounts then serviced by
Integrated for all of its clients affected by the change. "Each change" as
stated previously, is defined as those modification(s) necessary to comply with
regulatory requirements or changes (for example, all modifications required to
support Rule 22c-2 under the 1940 Act, or changes to IRS 1099-B Reporting,
Anti-Money Laundering, NSCC Processing/Interface changes, etc.).
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22. LIMITATION OF LIABILITY.
A. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by an officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust.
B. Standard of Care; Uncontrollable Events; Limitation of Liability.
Integrated shall use reasonable professional diligence to ensure the accuracy of
all services performed under this Agreement, but shall not be liable to the
Trust for any action taken or omitted by Integrated in the absence of bad faith,
willful misfeasance, negligence or reckless disregard by it of its obligations
and duties. The duties of Integrated shall be confined to those expressly set
forth herein, and no implied duties are assumed by or may be asserted against
Integrated hereunder.
Integrated shall maintain adequate and reliable computer and other
equipment necessary or appropriate to carry out its obligations under this
Agreement. In the event of equipment failures beyond Integrated's reasonable
control, Integrated shall take all steps necessary to minimize service
interruptions but shall have no liability with respect thereto. Integrated shall
enter into one or more agreements making provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. Upon the Trust's reasonable request, Integrated shall provide
supplemental information concerning the aspects of its disaster recovery and
business continuity plan that are relevant to the services provided hereunder.
Notwithstanding the foregoing or any other provision of this Agreement,
Integrated assumes no responsibility hereunder, and shall not be liable for, any
damage, loss of data, delay or any other loss whatsoever caused by events beyond
its reasonable control. Events beyond Integrated's reasonable control include,
without limitation, force majeure (as defined in Section 30 of this Agreement)
events. In the event of force majeure, computer or other equipment failures or
other events beyond its reasonable control, Integrated shall follow applicable
procedures in its disaster recovery and business continuity plan and use all
commercially reasonable efforts to minimize any service interruption.
Integrated shall provide the Trust, at such times as the Trust may
reasonably require, copies of reports rendered by independent public accountants
on the internal controls and procedures of Integrated relating to the services
provided by Integrated under this Agreement.
C. Representations and Warranties of the Trust
The Trust represents and warrants to Integrated that:
14
(i) It is a Trust validly existing under the laws of the
jurisdiction of its formation, and has full capacity and authority to enter into
this agreement and to carry out its obligations hereunder;
(ii) It has all necessary authorizations, licenses and permits
to carry out its business as currently conducted;
(iii) It has been in, and shall continue to be in compliance
in all material respects with all laws and regulations applicable to its
business and operations as they relate to this Agreement and that it is not
aware of any investigation commenced by the SEC or any other regulatory or
self-regulatory organization, or any proceeding or threatened proceeding that
concerns the Trust;
(iv) This Agreement has been duly authorized by the Trust and,
when executed and delivered by the Trust, will constitute a legal, valid and
binding obligation of the Trust, enforceable against the Trust in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the right and remedies of
creditors and secured parties;
(v) As of the close of business on the effective date of this
Agreement, each Fund has authorized an unlimited number of shares; and
(vi) By virtue of its Declaration of Trust, shares of each
Fund which are redeemed by the Trust may be sold by the Trust from its treasury.
The Trust also represents and warrants that (i) the Trust has
adopted the written AML Program that has been submitted to Integrated pursuant
to Paragraph 2, and has appointed an officer of the Trust as the Trust's AML
Compliance Officer, (ii) the AML Program and the designation of the AML
Compliance Officer have been approved by the Board, (iii) the delegation of
certain services thereunder to Integrated, as provided in Paragraph 9, has been
approved by the Board, and (iv) the Trust will submit any material amendments to
the AML Program to Integrated for Integrated' review and consent that it is
reasonably able to implement the amendment prior to adoption in accordance with
Paragraph 2.
Integrated represents and warrants that: (a) the various procedures
and systems which Integrated has implemented with regard to safekeeping from
loss or damage attributable to fire, theft or any other cause of the blank
checks, records, and other data of the Trust and Integrated's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as are reasonably required for the secure performance of its
obligations hereunder; and (b) this Agreement has been duly authorized by
Integrated and, when executed and delivered by Integrated, will constitute a
legal, valid and binding obligation of Integrated, enforceable against
Integrated in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties.
23. SEVERABILITY.
In the event any provision of this Agreement is determined to be
void or unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.
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24. QUESTIONS OF INTERPRETATION.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States Courts or in the absence of any controlling decision of any such court,
by rules, regulations or orders of the SEC issued pursuant to said 1940 Act. In
addition, where the effect of a requirement of the 1940 Act, reflected in any
provision of this Agreement, is revised by rule, regulation or order of the SEC,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
25. CONFIDENTIALITY
A. Without the prior consent of the other party, no party shall
disclose Confidential Information (as defined below) of any other party received
in connection with the services provided under this Agreement. The receiving
party shall use the same degree of care as it uses to protect its own
confidential information of like nature, but no less than a reasonable degree of
care, to maintain in confidence the Confidential Information of the disclosing
party. The foregoing provisions shall not apply to any information that (i) is,
at the time of disclosure, or thereafter becomes, part of the public domain
through a source other than the receiving party, (ii) is subsequently learned
from a third party that, to the knowledge of the receiving party, is not under
an obligation of confidentiality to the disclosing party, (iii) was known to the
receiving party at the time of disclosure, (iv) is generated independently by
the receiving party, or (v) is disclosed pursuant to applicable law, subpoena,
applicable professional standards, request of a governmental or regulatory
agency, or other process after reasonable notice to the other party. The parties
further agree that a breach of this provision would irreparably damage the other
party and accordingly agree that each of them is entitled, in addition to all
other remedies at law or in equity, to an injunction or injunctions without bond
or other security to prevent breaches of this provision.
B. For the purpose of this Section, Confidential Information shall
mean Technical Elements (as defined below), any information identified by either
party as "Confidential" and/or "Proprietary" or which, under all of the
circumstances, ought reasonably to be treated as confidential and/or
proprietary, or any nonpublic information obtained hereunder concerning the
other party. Integrated retains the right to use its knowledge, experience, and
know-how with other persons, firms or corporations (including other investment
companies), including processes, ideas, concepts and techniques developed solely
by Integrated in the course of performing the services.
C. In connection with performing its services under this Agreement,
Integrated may use certain data, modules, components, designs, utilities,
subsets, objects, program listings, tools, models, methodologies, programs,
systems, analysis frameworks, leading practices, data bases, screen formats,
report formats, interactive design technologies, documentation manuals and
specifications ("Technical Elements"). Certain Technical Elements were owned or
developed by Integrated prior to, or independently from, its engagement
hereunder and are the sole and exclusive property of Integrated and Integrated
retains all rights thereto; and certain other Technical Elements consist of
third party works and products which Integrated has acquired the right to use.
The Trust shall have no rights in the Technical Elements. The Trust agrees to
treat all Technical Elements as Confidential Information.
16
D. Nonpublic personal financial information relating to consumers or
customers of the Trust provided by, or at the direction of the Trust to
Integrated, or collected or retained by Integrated in the course of performing
its duties as transfer agent shall be considered confidential information and
shall remain the sole property of the Trust. Integrated shall not give, sell or
in any way transfer such confidential information to any person or entity, other
than affiliates of Integrated except in connection with the performance of
Integrated's duties and responsibilities under this Agreement, at the direction
of the Trust or as required or permitted by law (including Applicable AML Laws).
Integrated represents, warrants and agrees that it has in place and will
maintain physical, electronic and procedural safeguards reasonably designed to
protect the security, confidentiality and integrity of, and to prevent
unauthorized access to or use of records and information relating to consumers
or customers of the Trust. The Trust represents to Integrated that it has
adopted a Statement of its privacy policies and practices as required by
Regulation S-P and agrees to provide Integrated with a copy of that statement
annually.
The provisions of this Section shall survive the termination of this
Agreement. The parties agree to comply with any and all regulations promulgated
by the SEC or other applicable laws regarding the confidentiality of shareholder
information.
26. NOTICES.
All notices required or permitted under this Agreement shall be in
writing and shall be (as elected by the person giving such notice) hand
delivered by messenger or courier service, telecommunicated, e-mailed with
return receipt requested, or mailed (airmail if international) by registered or
certified mail (postage prepaid), addressed to:
To the Trust: __________________________
__________________________
__________________________
Attention: ______________
To Integrated: Integrated Fund Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇
or to such other address as any party may designate by notice complying with the
terms of this Paragraph. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date telecommunicated if by
telegraph; (c) on the date of transmission with confirmed answer back if by
telex, telefax or other telegraphic method or e-mail; and (d) on the date upon
which the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the case may be, if
mailed.
27. AMENDMENT.
This Agreement may not be amended or modified except by a written
agreement executed by all parties.
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28. BINDING EFFECT.
Each of the undersigned expressly warrants and represents that he or
she has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his or her signature will operate to bind the party
indicated to the foregoing terms.
29. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
30. FORCE MAJEURE.
Notwithstanding any other provision of this Agreement, Integrated
assumes no responsibility hereunder, and shall not be liable, for any damage,
loss of data, delay or any other loss whatsoever caused by events beyond its
reasonable control, including and without limitation, acts of God, interruption
of power or other utility, transportation, mail, or communication services, acts
of civil or military authority, sabotages, war, terrorism, insurrection, riots,
national emergencies, explosion, flood, accident, earthquake or other
catastrophe, fire, strike or other labor problems, legal action, present or
future law, actions, decrees or orders of governmental bodies, rule or
regulation, or shortages of suitable parts, materials, labor or transportation.
31. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
IN WITNESS WHEREOF, the Trust and Integrated have each caused this
Agreement to be executed as of the day and year first above written.
MMA PRAXIS MUTUAL FUNDS INTEGRATED FUND SERVICES, INC.
By: _________________________ By: _____________________________
Its: President Its: President
18
Schedule A
September 23, 2005
ADMINISTRATION SERVICES
In consideration of the compensation detailed in this Agreement,
Integrated shall perform the following administration services as applicable:
1. Prepare and file post-effective amendments to the registration
statements, Form N-CSR, Form N-Q and other documents on behalf of
the Funds with the Securities and Exchange Commission and other
federal and state regulatory authorities as required by law.
2. Coordinate the scheduling of Board of Trustees' meetings, prepare
the appropriate reports to the trustees and record and maintain the
minutes.
3. Qualify each Fund for sale in various states ("blue sky" filings).
4. Prepare financial statements and supporting statements, footnotes,
per share information and schedule of investments for the inclusion
in the semiannual and annual reports.
5. Prepare and maintain the necessary journals and schedules to report
the required information on Form N-SAR.
6. Maintain all books and records of each Fund as required by federal
and state laws.
7. Coordinate the preparation, filing and distribution of proxy
materials and periodic reports as required by law.
8. Coordinate and monitor third-party services.
9. Provide officers for the Trust, if desired, including its principal
financial officer.
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Schedule B
September 23, 2005
ACCOUNTING SERVICES
In consideration of the compensation detailed in this Agreement,
Integrated shall perform the following accounting services as applicable:
1. Calculate net asset value and per share net asset value in accordance
with the 1940 Act and the Trust's prospectus.
2. Record all security transactions including appropriate gains and losses
from the sale of portfolio securities.
3. Record interest income and dividend income.
4. Record each Fund's capital share activities based upon purchase and
redemption transactions received by the transfer agent.
5. Calculate a daily cash figure for investment purposes.
6. Monitor and seek authorization for payment of expenses of each Fund.
7. Periodically report to the Trust or its authorized agents share
purchases and redemptions and trial balances of each Fund.
8. Prepare the necessary supporting computations on a book and tax basis
to ensure each Fund complies with the requirements of Section 851 of the
Internal Revenue Code.
9. Facilitate and perform tax planning and administration and assist
independent accountants with the preparation of tax forms.
10. Monitor all tax compliance calculations to ensure that each Fund
qualifies as a regulated investment company pursuant to Subchapter M of the
Internal Revenue Code.
11. Assist independent accountants with the annual audit by preparing
necessary annual audit work papers.
12. Generate fund performance calculations (including after-tax returns)
and disseminate reports.
13. Maintain complete, accurate and current all records with respect to
the Trust required to be maintained by the Trust under the Internal Revenue Code
of 1986, as amended (the "Code"), and under the rules and regulations of the
1940 Act, and preserve said records in the manner and for the periods prescribed
in the Code and the 1940 Act.
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Schedule C
September 23, 2005
TRANSFER AGENCY AND SHAREHOLDER SERVICES
In consideration of the compensation detailed in this Agreement,
Integrated shall perform the following transfer agency and shareholder services
as applicable:
Shareholder Accounts
1. Establish new shareholder accounts
2. Record changes to shareholder registration information
3. Process shareholder purchase and redemption orders
4. Process shareholder transfer and exchange requests
5. Issue periodic statements for shareholders
6. Provide shareholders with Integrated's standard shareholder statement
and confirmation package
7. Issue transaction confirmations
8. Process dividend payments, including the purchase of new shares through
dividend reimbursement
9. Prepare shareholder tax information, i.e., Form 1099, 1042, and 5498
10. Maintain shareholder account documentation
11. Answer telephone inquiries and accept financial transactions from
shareholders and their properly designated representative
12. Provide servicing support for broker-dealers
13. Withhold taxes on U.S. Resident and non-resident alien accounts
14. Reply to shareholder calls and correspondence
15. Cancel share certificates
16. Provide lost-shareholder services in accordance with Rule 17Ad-17 of
the Securities Exchange Act of 1934
17. Direct processing of checks, wires, and ACH
18. Support shareholder checkwriting processing
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19. Basic voice response inquiry service
Sales Load Processing
1. Support front-end, level-load, and CDSC share classes
2. Calculate fees due under Rule 12b-1 plans for distribution and
marketing expense
3. Track and pay sales commissions on direct shareholder purchases
*NSCC Services
1. FundServ
2. Networking
3. CommissionServ
4. ACATS
5. ToRA
6. Mutual Fund Profile
7. DCC&S
*NSCC Services may be subject to set-up charges and ongoing fees in
accordance with this Agreement.
SHAREHOLDER RECORDS.
Integrated shall maintain records for each shareholder account showing the
following:
1. Names, addresses and tax identifying numbers;
2. Name of the dealer of record, if any;
3. Number of shares held of each Fund;
4. Historical information regarding the account of each shareholder,
including dividends and distributions in cash or invested in shares;
5. Information with respect to the source of all dividends and
distributions allocated among income, realized short-term gains and realized
long-term gains;
6. Any instructions from a shareholder including all forms furnished by
the Trust and executed by a shareholder with respect to (i) dividend or
distribution elections and (ii) elections with respect to payment options in
connection with the redemption of shares;
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7. Any correspondence relating to the current maintenance of a
shareholder's account;
8. Certificate numbers and denominations for any shareholder holding
certificates;
9. Any stop or restraining order placed against a shareholder's account;
10. Information with respect to withholding in the case of a foreign
account or any other account for which withholding is required by the Internal
Revenue Code of 1986, as amended; and
11. Any information required in order for Integrated to perform the
calculations contemplated under this Agreement.
Returned Checks
In the event that Integrated is notified by the Trust's Cash Management
Bank that any check or other order for the payment of money is returned unpaid
for any reason, Integrated will:
1. In the absence of other instructions from the Trust, take such steps as
may be necessary to redeem any shares purchased on the basis of such returned
check and cause the proceeds of such redemption plus any dividends declared with
respect to such shares to be credited to the account of the Trust and to request
the Trust's Cash Management Bank to forward such returned check to the person
who originally submitted the check; and
2. Upon notification of the Trust, collect any fees from the person who
originally submitted the check including losses to the Trust resulting from the
returned check.
Uncashed Checks
For shareholders who select to receive distributions or redemptions in
cash and the U.S. Postal Service cannot deliver their checks or if their checks
remain uncashed for 6 months, Integrated will reinvest the amount uncashed check
into their account at the then current net asset value and their account will be
converted to the reinvest option. No interest will accrue on an amount
represented by uncashed distribution checks. Integrated will make commercially
reasonable attempts to contact the shareholder prior to taking the action
described above.
Lost or Stolen Certificates
Integrated shall place a stop notice against any certificate reported to
be lost or stolen and comply with all applicable federal regulatory requirements
for reporting such loss or alleged misappropriation. New certificates shall not
be issued. Replacement shares will be issued in book form only upon:
(i) The shareholder's pledge of a lost instrument bond or such other
appropriate indemnity bond issued by a surety company approved by Integrated;
and
(ii) Completion of a release and indemnification agreement signed by
the shareholder to protect Integrated and its affiliates.
23
Schedule D
September 23, 2005
SPECIAL SERVICES AND REPORTS
Customized Reports
Reports are created based on the Trust's design specification and are scheduled
to be created on a set schedule such as daily, weekly, every 2 weeks, monthly,
quarterly or annually. Programming for requests is $100 an hour, billable in 15
minute increments.
Reporting Costs
Reporting consists of a $350 per month fee, which includes:
o Maintenance of standard package reports
o Maintenance of customized reports (up to 25)
o One ID for Crystal Enterprise
Additional IDs for Crystal Enterprise are $50 per month.
On Demand Reports
Reports requested with the Trust's specifications one time and not on a set
schedule. Programming for requests is $100 an hour, billable in 15 minute
increments.
Early Cash Reporting
Early Cash Reporting provides the Trust's investment advisors preliminary cash
estimates for shareholder activity daily by 7:30 a.m. ET for fluctuating net
asset value funds. The reporting allows for investment advisors to forecast
future cash inflows and outflows from shareholder activity prior to the FINAL
cash figures being available from Integrated at 9:30 a.m. ET. The preliminary
cash estimates are subject to change. The information is available via a Secured
Internet Site.
Fee Schedule:
One-time set-up fee $200
Monthly fee $250
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Schedule E
September 23, 2005
MMA PRAXIS MUTUAL FUNDS
COMPENSATION FOR ADMINISTRATION, ACCOUNTING,
TRANSFER AGENCY AND SHAREHOLDER SERVICES
Each series of the Trust will pay Integrated, on the first business day
following the end of each month, a fee based on its average daily net assets
during such month as follows:
Percentage Rate Average Daily Net Assets
--------------- ------------------------
These fees include up to 40,000 accounts (open and closed). Accounts in
excess of 40,000 will be charged an annual fee of $12 per account.
The Trust will reimburse Integrated for out-of-pocket expenses incurred in
the performance of its services under this Agreement.
25
Schedule F
September 23, 2005
EXAMPLES OF TRUST EXPENSES
Trust expenses may include, but are not limited to costs and expenses of:
1. Meetings of the Board of Trustees and shareholders of the Trust,
including costs and expenses of Fund officers and employees of Integrated in
attending such meetings;
2. All regulatory filings, postage, envelopes, checks, drafts, continuous
forms, bank charges, reports, communications, proxies (including production,
legal fee and administrative costs), statements and other materials;
3. File interface expenses (e.g., FundSmith, SunGard, DST Vision,
Expeditor and other distribution partners);
4. Label file creation;
5. Blue Sky filing fees;
6. Telephone, telegraph and remote transmission lines;
7. EDGARizing, typesetting and printing of all documents;
8. Confirmations, statements, fulfillment and any other shareholder
correspondence;
9. Use of outside pricing services;
10. Use of outside solicitation, tabulation and mailing firms;
11. Necessary outside record storage, record destruction, document
shredding, media for storage of records (e.g., microfilm, microfiche, computer
tapes);
12. Pro rata expenses for preparation of Integrated's Fund Accounting and
Transfer Agent SAS 70 reports;
13. Charges imposed by third-party service or software providers for items
such as, but not limited to, regulatory updates;
14. Costs and fees, including employee time and system expenses,
associated with exception processing and resolution of errors not caused by
Integrated; and
15. Any and all assessments, taxes or levies assessed on Integrated for
services provided under this Agreement.
Postage for mailings of dividends, proxies, reports and other mailings to
all shareholders shall be advanced to Integrated three business days prior to
the mailing date of such materials.
26
Addendum 1
Anti-Money Laundering Program Service Addendum
Integrated Fund Services, Inc.
This Addendum is entered into as of September 23, 2005 by and between Integrated
Fund Services, Inc. ("Integrated") and the MMA Praxis Mutual Funds (the
"Trust").
WHEREAS, Integrated and the Trust entered into an Administration,
Accounting Services, Transfer Agency and Shareholder Servicing Agreement dated
as of September 23, 2005 (the "Service Agreement"); and
WHEREAS, Integrated and the Trust wish to enter into an Addendum to the
Service Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, the Trust and Integrated agree as follows:
I. To the services described in the Service Agreement shall be added the
Anti-Money Laundering Program Service ("AML Service") in accordance with
the Service Description document (Attachment A to this Addendum). To the
fees described in the Service Agreement shall be added fees described in
Attachment B to this Addendum, which shall apply only to the AML Service.
All other full or partial sections left unchanged in the Services
Agreement shall remain the same throughout the term of this Addendum.
II. All terms utilized in this Addendum which are defined in the Service
Agreement shall have the meaning set forth in the Service Agreement,
unless the context otherwise requires.
III. Except as specifically amended in this Addendum, the Service Agreement
shall continue in full force and effect and be binding upon the parties
notwithstanding the execution and delivery of this Addendum.
IV. To facilitate execution, this Addendum may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
Agreement.
V. This Addendum shall be binding upon the parties and, to the extent
permitted by the Service Agreement, their respective successors and
assigns.
VI. This Addendum shall be governed by and construed in accordance with the
laws of the State or Commonwealth specified in the Service Agreement or in
the state of Ohio if none is specified elsewhere.
VII. The AML Service shall begin on the date of this Addendum and shall
automatically renew on the anniversary of the Service Agreement for each
successive term, unless canceled by either party as provided below. Either
party may terminate this service in full by giving ninety (90) days prior
written notice to the other party at any time regardless of when the
Service Agreement or this Addendum expires. All fees and minimum charges
shall apply only until the termination date of the current renewal term.
27
VIII. The Trust acknowledges and agrees that deviations from Integrated's
written transfer agent operational and compliance procedures may involve a
substantial risk of loss. In the event an authorized representative of the
Trust requests that an exception be made from any written compliance or
transfer agency procedures adopted by Integrated, or any requirements of
the Trust's AML Program, Integrated may in its sole discretion determine
whether to permit such exception. In the event Integrated determines to
permit such exception, the same shall become effective when set forth in a
written instrument executed by an authorized representative of the Trust
(other than an employee of Integrated) and delivered to Integrated (an
"Exception"); provided that an Exception concerning the requirements of
the Trust's AML Program shall be authorized by the Trust's AML Compliance
Officer. An Exception shall be deemed to remain effective until the
relevant instrument expires according to its terms (or if no expiration
date is stated, until Integrated receives written notice from the Trust
that such instrument has been terminated and the Exception is no longer in
effect). Notwithstanding any provision in this Addendum or the Service
Agreement that expressly or by implication provides to the contrary,
neither Integrated nor any director, officer, employee, or control person
of Integrated, or affiliates of Integrated (the "Indemnified Parties")
shall be subject to any liability for, or any and all losses, damages,
claims, suits, actions, demands, or expenses, including reasonable legal
fees, of any and every nature, incurred by the Trust resulting from the
Exception. Furthermore, the Trust shall indemnify and hold harmless the
Indemnified Parties from and against any and all losses, damages, claims,
suits, actions, demands, expenses and liabilities, including reasonable
legal fees, of any and every nature resulting to Integrated there from.
IX. The Trust also represents and warrants that (i) the Trust has adopted the
written AML Program including any related Policies and Procedures that has
been submitted to Integrated, and has appointed an officer of the Trust as
the Trust's AML Compliance Officer, (ii) the AML Program and the
designation of the AML Compliance Officer have been approved by the
Trust's Board of Trustees (the "Board"), (iii) the delegation of certain
services thereunder to Integrated, as provided below, has been approved by
the Board, and (d) the Trust will submit any material amendments to the
AML Program to Integrated for Integrated's review and consent prior to
adoption.
X. The Trust acknowledges that it is responsible for updating its shareholder
documents including but not limited to prospectuses, statements of
additional information, new account applications and website disclosures
for the purpose of providing shareholders with appropriate notices and
disclosures that are to be provided to shareholders under the Act.
XI. The Trust acknowledges its responsibility to file with FinCEN under
Section 314(b) of the Act if it wishes to engage in information sharing
with other financial institutions.
XII. The Trust is responsible for conducting an independent audit of its AML
Program on a periodic basis as required by law.
28
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the day and year first above written.
MMA PRAXIS MUTUAL FUNDS INTEGRATED FUND SERVICES, INC.
By: _________________________ By: ______________________________
Its: President Its: President
29
Attachment A
Anti-Money Laundering Program Service
Service Description Document
Integrated as Transfer Agent for the Trust agrees to perform the procedures as
described below as required by the USA PATRIOT Act of 2001 (the "Act") and
applicable sections of the Bank Secrecy Act and the Internal Revenue Service
Code.
1) Integrated will perform the AML procedures described below in accordance
with the Trust's written AML Program. Integrated will:
a) Maintain anti-money laundering program reasonably designed to detect
activities indicative of money laundering and achieve compliance
with such regulatory requirements applicable to money laundering;
b) Provide the Trust's AML Compliance Officer with a copy of
Integrated's AML Program;
c) Monitor the mutual fund accounts of Trust's shareholders for
suspicious activity;
d) Apply "Red Flag" monitoring of fund direct account activity to
detect potential suspicious activity;
e) Investigate potential suspicious activity using commercially
reasonable means and provide the Trust's AML Compliance Officer with
investigation results for review and action;
f) Implement training programs to educate Integrated's officers and
employees regarding its anti-money laundering policies and
procedures;
g) Designate a compliance officer with sufficient authority to oversee
Integrated's anti-money laundering policies and procedures and to
interact with the Trust's AML Compliance Officer; and
h) Conduct an independent audit of Integrated's anti-money laundering
policies and procedures on an periodic basis as required by law;
i) Provide the Trust's AML Compliance Officer with a report of the
independent audit findings;
j) Provide the Trust's AML Compliance Officer with periodic reports
regarding the administration of Integrated's AML Program;
k) Search the Trust's shareholder files that are maintained by
Integrated as requested by the Federal Crimes Enforcement Center
(FinCEN);
l) Provide appropriate Federal agencies with information and records
relating to Integrated's anti-money laundering program including
results of inspections related to its anti-money laundering program;
30
m) File IRS Form 8300 reports as required;
n) Check shareholder names against lists of known or suspected
terrorists or terrorist organizations such as those persons and
organizations listed on Treasury's Office of Foreign Assets Control
(OFAC) or other lists as designated by the government using
commercially available or proprietary databases; and
o) Retain records on behalf of the Trust as required by the Act.
2) Integrated will perform the following procedures pursuant to the
requirements of the Customer Identification Program in accordance with
Section 326 of the USA PATRIOT ACT and consistent with the Trust's AML
Program policies and procedures and Section IX above. Specifically:
a) The Trust authorizes Integrated to accept only those new accounts
for which the elements required by law are presented;
b) In the event the required elements (above) are not provided,
Integrated shall make reasonable efforts to obtain the missing
information within one business day of receipt of the new account
application. Integrated will not open any account without the
required elements;
c) The Trust authorizes Integrated to refuse to open any account whose
owner's identity it is unable to verify to its satisfaction without
consultation with the Trust and in accordance with the Trust's AML
Program policies and procedures and Section IX of this Addendum;
d) The Trust authorizes Integrated to employ commercially available or
proprietary databases to verify the identity of shareholders as
described by Integrated's AML Program and as required by law;
e) In the event that a discrepancy arises related to the verification
of a shareholder's identity, Integrated will make commercially
reasonable efforts to resolve the discrepancy to verify the identity
of the shareholder to its satisfaction and without consultation with
the Trust and in accordance with the Trust's AML program policies
and procedures and Section IX of this Addendum;
f) The Trust authorizes Integrated to open accounts for non-US persons
only if:
i) The account is opened through a broker-dealer with whom the
Fund or its principal underwriter has an established dealer
agreement; and
ii) The broker-dealer is a U.S.-registered firm;
iii) The broker-dealer through which the account is established has
provided the necessary certifications to the Fund or its
principal underwriter regarding its anti-money laundering
program; or
iv) The Trust specifically directs Integrated in writing to accept
the account and certifies to Integrated that it has verified
the identity of the shareholder.
31
g) The Trust delegates to and authorizes Integrated to request and
obtain AML program certifications as may be required from qualified
financial institutions for the purposes of selling shares of the
Trust through the qualified financial institution and, in the
absence of such certification, Integrated shall not accept orders
from an uncertified financial institution except as specifically
directed by the Trust in writing and in accordance with Section IX
of this agreement.
32
Attachment B
Anti-Money Laundering
Program Services
Fee Schedule
The following fee schedule shall be effective upon execution of this Addendum.
The Trust will be assessed fees for all qualified new accounts as identified in
the Trust's AML Program policies and procedures.
AML Program Set-up Fee $250 one-time
AML Program Administration Fee $250 per month
Verification of Customer Identity $2.50 per new account opened*
Government List Searches included
*File transmission fees may apply
33
Addendum 2
Transfer Agent Service Options
Integrated Fund Services, Inc.
Integrated as Transfer Agent for the MMA Praxis Mutual Funds (the "Trust")
provides a variety of services at the option of the Trust. This schedule lists
optional services available to the Trust and the corresponding fees. The Trust
may initiate these services by notifying its Client Service Manager.
--------------------------------------------------------------------------------
Service Description Fee
--------------------------------------------------------------------------------
Mutual Fund Profile NSCC Out-of-pocket.
--------------------------------------------------------------------------------
FanMail* $500 set-up, $500 per month.
--------------------------------------------------------------------------------
Expediter $1,000 set-up and $0.45/cpu second.
--------------------------------------------------------------------------------
Mid-Day Check processing $0.45/cpu second.
--------------------------------------------------------------------------------
Cost Basis Tracking $1,000 set-up plus $0.02 per account per
month, $500/month minimum.
--------------------------------------------------------------------------------
Custom interface files $150/hour programming plus $0.45/cpu
second.
--------------------------------------------------------------------------------
List ▇▇▇▇ processing $0.45/cpu second.
--------------------------------------------------------------------------------
Advisor Central** $2,500 per month, $1,000 per month for
each additional portal.
--------------------------------------------------------------------------------
DST Vision* $2,500 per month, $1,000 per month for
each additional portal.
--------------------------------------------------------------------------------
FundSpeed*** $2,500 per month, $1,000 per month for
each additional portal.
--------------------------------------------------------------------------------
Mutual Fund Profile II $225/CUSIP one-time set-up $25/CUSIP
annual maintenance fee
--------------------------------------------------------------------------------
* Does not include service fees or charges from DST
** Does not include service fees or charges from Advisor Central
***Does not include service fees or charges from NSCC for FundSpeed
34
Addendum 3
i-online Portfolio Accounting
Integrated Fund Services, Inc.
SERVICE DESCRIPTION DOCUMENT
I. INTRODUCTION
This document is a Service Description regarding the use of i-online
Portfolio Accounting ("i-online"). This document describes the services
and responsibilities, as agreed between MMA Praxis Mutual Funds (the
"Trust") and Integrated.
A. Service Description
i-online portfolio accounting is a browser-based system, which
allows electronic distribution of portfolio information and reports
to clients. Reports are available via browser access and can be
viewed or downloaded. Investment advisors have real time access to
portfolio and fund information. The user has access to standard
reports and financial statements.
B. Software Requirements
i-online supports Internet Explorer version 5.5 and above, and
Netscape Navigator version 6.0 and above.
C. Benefits/Features/Capabilities
o Real time access to data
o Browser Access
o Client can download or view data throughout the day
o Drill down detail on highlighted information
o All standard reports included in addition to financial
statement information
o Integrated technical support
o Customized reports can be created and put on user menu
35
II. SERVICE DEFINITION
A. Service Functions and Deliverables
The functions and deliverables described below comprise Integrated's
current support of the i-online service.
B. Service Initiation and Acceptance
Upon receipt of authorization by the Trust for i-online service,
Integrated and the Trust will determine detailed business
requirements and agree to a service implementation schedule that
includes the service initiation, installation and acceptance
testing.
C. Professional Services and Support
Integrated shall provide to the Trust, during Integrated's normal
business hours, telephone support regarding the Trust's proper and
authorized use of the latest release of the i-online service that is
generally available to Integrated's i-online customer base ("Latest
Release"). For any non-support-related assistance or consulting, the
Trust may contract with Integrated for additional Professional
Services in accordance with this Agreement.
36
i-online Portfolio Accounting
ASSOCIATED FEES AND EXPENSES
I. PROFESSIONAL SERVICES
At the request of the Trust, Integrated will provide to the Trust
consulting services, custom modification programming, and general support
services relating to i-online Service at the Professional Services hourly
rate of $150 per hour.
II. ADDITIONAL SERVICES AND CHARGES
Integrated reserves the right to charge for services outside of the range
of normal support services. These services will not be performed until the
Trust has provided written authorization to proceed. Such services
considered outside the range of normal support services are: (a) updating
the Trust's existing website with i-online hyperlinks, and (b) other cases
where it is demonstrated that the problem is not the responsibility of
Integrated.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of September 23, 2005.
MMA PRAXIS MUTUAL FUNDS INTEGRATED FUND SERVICES, INC.
By: __________________________ By: __________________________
Its: President Its: President
37
Addendum 4
i-online Shareholder Accounting
Integrated Fund Services, Inc.
SERVICE DESCRIPTION DOCUMENT
I. INTRODUCTION
This document is a Service Description regarding the use of i-online
Shareholder Accounting ("i-online"). This document describes the services
and responsibilities, as agreed between MMA Praxis Mutual Funds (the
"Trust") and Integrated.
A. Service Description
The i-online service provides clients, shareholders, investment
representatives and other authorized users Internet access to
Shareholder Account Information stored on Integrated's Shareholder
Information Database.
B. i-online Customization
1. At the Client's option, Integrated will use i-online's
Branding Engine to customize the Client's i-online site
according to standard customization options:
a. "Look & Feel" Options
i. Client Logo
ii. Main Background Colors
iii. Tab Colors
iv. Text Colors
v. Table Colors
b. Email Text Options - i-online allows the Client to
specify the text used for the following systematic
emails:
i. 'Forgot Password'
ii. 'Registration Confirmation'
iii. 'New Statement Notification'
c. Links & URL's - i-online pages will provide hyperlinks
to external web-pages specified by the Client,
including:
i. Fund Home Page
ii. Fund Literature
iii. Technical Support
iv. Customer Support
v. Others as required
d. Legal Documents & Disclaimers - Integrated has standard
Legal Disclaimers approved by our Legal Department,
however, the Client can choose to use their own language
if desired.
38
C. User Roles
i-online supports various `User Roles' which govern the level of
access given to a particular user.
1. Shareholder: Shareholders and other Interested Parties. Access
granted to only the accounts they are authorized to view.
Presented to the user with the Client's Custom Branding
scheme.
2. Client: High level access to all accounts within the Client's
Management Company. Presented to the user with Integrated
Branding scheme.
3. CSR (Customer Service Representative): Access level designed
for reps to move through the system will no restrictions, and
to emulate a shareholder session in order to provide support.
Presented to the user with the Client's Custom Branding
scheme.
4. Dealer/Investment Professional: Form Dealer, Branch,
Representative, and other professional intermediaries.
Provides access to shareholder accounts under their particular
jurisdiction. User ID must be confirmed and approved by an
Integrated Administrator.
D. Software Requirements
i-online supports Internet Explorer version 5.5 and above, and
Netscape Navigator version 6.0 and above.
E. Benefits/Features/Capabilities
1. Offers a comprehensive menu of functions, easy access, and an
intuitive graphical interface.
2. Enables users to have access to shareholder information, such
as account profiles, balances, taxes paid, transaction
history, account options, dividend & capital gain information
3. Presentation of Electronic Statements, with the ability to
`opt out' of paper statement delivery and receive electronic
notification of newly available statements
39
II. SERVICE DEFINITION
A. Service Functions and Deliverables
The functions and deliverables described below comprise Integrated's
current support of the i-online service.
B. Service Initiation and Acceptance
Upon receipt of authorization by the Trust for i-online service,
Integrated and the Trust will determine detailed business
requirements and agree to a service implementation schedule.
C. Professional Services and Support
Integrated shall provide to the Trust, during Integrated's normal
business hours, telephone support regarding the Trust's proper and
authorized use of the latest release of the i-online service that is
generally available to Integrated's i-online customer base ("Latest
Release"). For any non-support-related assistance or consulting, the
Trust may contract with Integrated for additional Professional
Services in accordance with this Agreement.
40
i-online Shareholder Accounting
ASSOCIATED FEES AND EXPENSES
I. SERVICE INITATION FEE
The Trust agrees to pay fees as described below for Integrated's i-online
services that will include the following: Basic Product Training up to 8
hours.
Integrated will provide additional support hours as required at the
Professional Services Rate of $150 per hour. Any necessary additional
support hours must be authorized by the Trust in writing prior to
Integrated performing any work. The Trust shall pay any and all reasonable
travel, lodging, and out-of-pocket expenses incurred by Integrated in
connection with i-online support and training.
II. SERVICE FEES
The following fee tables apply to Integrated's i-online shareholder suite:
Pricing
i-online Service Description Electronic Brand Initial Annual Charge -
Statements Set-up billed Quarterly
-------------------------------------------------------------------------------------------------------------
Client Access Single User, Limited No Integrated $400 $4,000
Access
-------------------------------------------------------------------------------------------------------------
Electronic Initial Annual Charge -
i-online Service Description Statements Brand Set-up billed Quarterly
-------------------------------------------------------------------------------------------------------------
Investment Inquiry Access for Yes Integrated $800 $8,000
Investment ------------------------------------------------------------------
Professional Professionals to Yes Client ** $12,000
Access their customer's
accounts.
-------------------------------------------------------------------------------------------------------------
(Includes "Client Access")
Electronic Initial
i-online Service Description Statements Brand Set-up Cost per Account/year
-------------------------------------------------------------------------------------------------------------
Shareholder Yes Client **
Inquiry ------------------------------------------------------------------
Inquiry Access for # Total accounts on Record Keeping system
Shareholders to ------------------------------------------------------------------
their accounts Up to 40,000 ($25,000 minimum) $1.00
------------------------------------------------------------------
Next 40,000 to 80,000 $0.75
------------------------------------------------------------------
Next 80,000 to 160,000 $0.50
-------------------------------------------------------------------------------------------------------------
(Includes "Investment Professional
Access" and "Client Access")
Electronic Initial
i-online Service Description Statements Brand Set-up Cost per Account/year
-------------------------------------------------------------------------------------------------------------
Shareholder Yes Client **
Inquiry & Trade ------------------------------------------------------------------
Processing # Total accounts on Record Keeping system
Inquiry Access & ------------------------------------------------------------------
Trade Submission Up to 40,000 ($30,000 minimum) $1.25
------------------------------------------------------------------
Next 40,000 to 80,000 $1.00
------------------------------------------------------------------
Next 80,000 to 160,000 $0.75
-------------------------------------------------------------------------------------------------------------
** - Integrated will provide pricing for customized site branding upon Client
Request
41
III. PROFESSIONAL SERVICES
At the Trust's request, Integrated will provide to the Trust consulting
services, custom modification programming, and general support services
relating to i-online Service at the Professional Services hourly rate
provided in this Agreement.
IV. ADDITIONAL SERVICES AND CHARGES
Integrated reserves the right to charge for services outside of the range
of normal support services. These services will not be performed until the
Trust has provided written authorization to proceed. Such services
considered outside the range of normal support services are: (a) updating
the Trust's existing website with i-online hyperlinks, and (b) other cases
where it is demonstrated that the problem is not the responsibility of
Integrated.
V. INVOICING
Service fees shall be invoiced effective on the implementation date.
Further, payment thereof shall be governed by this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of September 23, 2005.
MMA PRAXIS MUTUAL FUNDS INTEGRATED FUND SERVICES, INC.
By: __________________________ By: __________________________
Its: President Its: President
42