EXHIBIT 99.CODE ETH
MMA PRAXIS FUNDS TRUST
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
PRINCIPAL FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
MMA Praxis Funds Trust (the "Trust" or the "Funds") code of ethics
(this "Code") applies to the Trust's Principal Executive Officer ("President")
and Principal Financial Officer ("Treasurer") (the "Covered Officers" each of
whom are set forth in Exhibit A) for the purpose of promoting:
- honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Trust;
- compliance with applicable laws and governmental rules and
regulations;
- the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
- accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.(1)
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(1) Item 2 of Form N-CSR requires a registered management investment company to
disclose annually whether, as of the end of the period covered by the report, it
has adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, regardless of whether these
officers are employed by the registrant or a third party. If the registrant has
not adopted such a code of ethics, it must explain why it has not done so. The
registrant must also: (1) file with the SEC a copy of the code as an exhibit to
its annual report; (2) post the text of the code on its Internet website and
disclose, in its most recent report on Form N-CSR, its Internet address and the
fact that it has posted the code on its Internet website; or (3) undertake in
its most recent report on Form N-CSR to provide to any person without charge,
upon request, a copy of the code and explain the manner in which such request
may be made. Disclosure is also required of amendments to, or waivers (including
implicit waivers) from, a provision of the code in the registrant's annual
report on Form N-CSR or on its website. If the registrant intends to satisfy the
requirement to disclose amendments and waivers by posting such information on
its website, it will be required to disclose its Internet address and this
intention.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS
OF INTEREST
OVERVIEW. A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service to, the Trust.
For example, a conflict of interest would arise if a Covered Officer, or a
member of his family, receives improper personal benefits as a result of his
position in the Trust.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Trust and already are subject to conflict of interest
provisions in the Investment Company Act. For example, Covered Officers may not
individually engage in certain transactions (such as the purchase or sale of
securities or other property) with the Trust because of their status as
"affiliated persons" of the Trust. Each Covered Officer is an employee of the
Trust's Administrator ("Service Provider"). The Trust's and the Service
Provider's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Trust and the Service Provider of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Trust or for the Service Provider, or for both), be involved in establishing
policies and implementing decisions which will have different effects on the
Service Provider and the Trust. The participation of the Covered Officers in
such activities is inherent in the contractual relationship between the Trust
and the Service Provider and is consistent with the performance by the Covered
Officers of their duties as officers of the Trust. Thus, if performed in
conformity with the provisions of the Investment Company Act, will be deemed to
have been handled ethically. In addition, it is recognized by the Board of
Trustees (the "Board") that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
Codes.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment Company
Act. The following list provides examples of conflicts of interest under the
Code, but Covered Officers should keep in mind that these examples are not
exhaustive. The overarching principle is that the personal interest of a Covered
Officer should not be placed improperly before the interest of the Trust.
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Each Covered Officer must:
- not use his personal influence or personal relationships improperly to
influence investment decisions or financial reporting by the Trust
whereby the Covered Officer would benefit personally to the detriment
of the Trust;
- not cause the Trust to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than for the
benefit of the Trust;
- not use material non-public knowledge of portfolio transactions made
or contemplated for the Trust to trade personally or cause others to
trade personally in contemplation of the market effect of such
transactions;
There are some conflict of interest situations that may be discussed
with a senior officer of the Administrator who, at his or her discretion may
consult the Funds' Legal Counsel, if material. Examples of these include:(2)
- service as a director on the board of any public or private company;
- the receipt of any non-nominal gifts;
- the receipt of any entertainment from any company with which the Trust
has current or prospective business dealings unless such entertainment
is business-related, reasonable in cost, appropriate as to time and
place, and not so frequent as to raise any question of impropriety as
consistent with the Funds' Code of Ethics;
- any ownership interest in, or any consulting or employment
relationship with, any of the Trust's service providers, other than
its investment adviser, subadviser, principal underwriter,
administrator or any affiliated person thereof;
- a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Trust for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. DISCLOSURE & COMPLIANCE
- Each Covered Officer should familiarize himself with the disclosure
requirements generally applicable to the Trust;
- each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Trust to others, whether
within or outside the Trust, including to the Trust's directors and
auditors, and to governmental regulators and self-regulatory
organizations;
- each Covered Officer should, to the extent appropriate within his area
of responsibility, consult with other officers and employees of the
Trust and the
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(2) Any activity or relationship that would present a conflict for a
Covered Officer would likely also present a conflict for the Covered
Officer if a member of the Covered Officer's family engages in such an
activity or has such a relationship..
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Trust's adviser or subadviser with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and
documents the Trust files with, or submit to, the SEC and in other
public communications made by the Trust; and
- it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
- upon adoption of the Code (or thereafter as applicable, upon becoming
a Covered Officer), affirm in writing to the Board that he has
received, read, and understands the Code;
- annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
- not retaliate against any employee or Covered Officer or their
affiliated persons for reports of potential violations that are made
in good faith;
- notify the Senior officer of the Administrator (who, at his or her
discretion, may consult the Funds' Legal Counsel) promptly if he knows
of any violation of this Code. Failure to do so is itself a violation
of this Code; and
- report at least annually any change in his affiliations from the prior
year.
The senior officer of the Administrator (who, at his or her discretion,
may consult the Funds' Legal Counsel) is responsible for applying this Code to
specific situations in which questions are presented under it and has the
authority to interpret this Code in any particular situation. However, any
approvals or waivers(3) sought by the Principal Executive Officer will be
considered by the Audit Committee (the "Committee").
The Trust will follow these procedures in investigating and enforcing
this Code:
- the senior officer of the Administrator (who, at his or her
discretion, may consult the Funds' Legal Counsel) will take all
appropriate action to investigate any potential violations reported to
him;
- if, after such investigation, the senior officer of the Administrator
believes that no violation has occurred, the senior officer of the
Administrator is not required to take any further action;
- any matter that the senior officer of the Administrator believes is a
violation will be reported to the Funds' Legal Counsel who, in turn
will address the matter with the Committee;
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(3) Item 2 of Form N-CSR defines "waiver" as "the approval by the
registrant of a material departure from a provision of the code of
ethics" and "implicit waiver," which must also be disclosed, as "the
registrant's failure to take action within a reasonable period of time
regarding a material departure from a provision of the code of ethics
that has been made known to an executive officer" of the registrant.
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- if the Committee concurs that a violation has occurred, it will inform
and make a recommendation to the Board, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification to
appropriate personnel of the Service Provider or its board; or a
recommendation to dismiss the Covered Officer;
- the Committee will be responsible for granting waivers, as
appropriate; and
- any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' adviser, principal underwriter,
or other service providers govern or purport to govern the behavior or
activities of the Covered Officers who are subject to this Code, they are
superceded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Funds' and their investment adviser's, principal
underwriter's and service providers' codes of ethics under Rule 17j-1 under the
Investment Company Act and the adviser's more detailed policies and procedures
are separate requirements applying to the Covered Officers and others, and are
not part of this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Trust's board, including a
majority of independent directors/trustees.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the appropriate Board and its
counsel, the investment adviser and the respective Service Providers.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Company, as to any fact,
circumstance, or legal conclusion.
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Date: 2/27/2004
EXHIBIT A
Persons Covered by this Code of Ethics - As of February 27, 2004
Principal Executive Officer and President - John L. Liechty
Principal Financial Officer and Treasurer - Trent Statczar
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