SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
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MMA PRAXIS MUTUAL FUNDS
(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
NOTICE OF SPECIAL MEETING
OF THE SHAREHOLDERS OF
MMA PRAXIS MUTUAL FUNDS
MMA PRAXIS INTERMEDIATE INCOME FUND
MMA PRAXIS CORE STOCK FUND
MMA PRAXIS INTERNATIONAL FUND
MMA PRAXIS VALUE INDEX FUND
Notice is hereby given that a Special Meeting of the Shareholders (the
"Meeting") of each fund listed above (each a "Fund" and collectively the
"Funds"), all of the series of MMA Praxis Mutual Funds (the "Trust"), will be
held on December 17, 2003 at 10:00 a.m. Eastern Time at 3435 Stelzer Road,
Columbus, Ohio 43219, for the following purposes:
Proposal 1. To elect seven members of the Board of Trustees of the Trust to
hold office until their respective successors have been duly
elected and qualified or until their earlier resignation or
removal, whose terms will be effective on the date of the Special
Meeting or, in the event of an adjournment or adjournments of the
Special Meeting, such later date a shareholder approval is
obtained;
Proposal 2. (For Shareholders of MMA Praxis International Fund only) To
approve or disapprove a new sub-advisory agreement between the
Fund's investment adviser and Evergreen Investment Management
Company, LLC; and
Proposal 3. To ratify the selection of Ernst & Young LLP as the independent
accountants for each Fund.
The Board of Trustees recommends that you approve each nominee for Trustee
and vote in favor of each other proposal.
Please read the enclosed proxy statement carefully for information
concerning the proposals to be placed before the Meeting or any adjournments or
postponements thereof.
The persons named as proxies will vote in their discretion on any other
business that may properly come before the Meeting or any adjournments or
postponements thereof.
In the event that the necessary quorum to transact business or the vote
required to approve a proposal as to one or more Funds is not obtained at the
Meeting, the persons named as proxies may propose one or more adjournments of
the Meeting as to such Fund or Funds in accordance with applicable law to
permit further solicitation of proxies. Any such adjournment as to a Fund will
require the affirmative vote of the holders of a majority of the applicable
Fund's shares present in person or by proxy at the Meeting. The persons named
as proxies will vote FOR any such adjournment those proxies which they are
entitled to vote in favor of that proposal and will vote AGAINST any such
adjournment those proxies to be voted against that proposal.
Shareholders of record at the close of business on October 29, 2003 are
entitled to notice of and to vote at the Meeting. You are invited to attend the
Meeting. If you cannot do so, however, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD(S), AND RETURN IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY
AS POSSIBLE. Any shareholder attending the Meeting may vote in person even
though a proxy has already been returned.
By Order of the Board of Trustees,
/s/ John L. Liechty
John L. Liechty
President
November 17, 2003
MMA PRAXIS MUTUAL FUNDS
3435 Stelzer Road
Columbus, Ohio 43219
MMA PRAXIS INTERMEDIATE INCOME FUND
MMA PRAXIS CORE STOCK FUND
MMA PRAXIS INTERNATIONAL FUND
MMA PRAXIS VALUE INDEX FUND
(each a "Fund" and collectively the "Funds")
PROXY STATEMENT
November 17, 2003
This Proxy Statement provides you with information you should review before
voting on the matters (each a "Proposal") listed in the Notice of Special
Meeting for the Funds, which are all of the series of MMA Praxis Mutual Funds
(the "Trust"). The Trust's Board of Trustees (the "Board," the members of which
are referred to herein as the "Trustees") is soliciting your vote for the
Special Meeting of Shareholders of each Fund (the "Meeting") to be held on
December 17, 2003 at 10:00 a.m. Eastern Time at 3435 Stelzer Road, Columbus,
Ohio 43219, and, if the Meeting is adjourned or postponed, at any adjournment or
postponement thereof.
Solicitation of Proxies
This proxy statement is being solicited by the Board on behalf of the
Trust. The Board is soliciting votes from shareholders of each Fund with respect
to Proposals 1 and 3 and from shareholders of the MMA Praxis International Fund
(the "International Fund") only with respect to Proposal 2. The solicitation of
votes is made by the mailing of this Proxy Statement and the accompanying proxy
card(s) on or about November 17, 2003.
The appointed proxies will vote in their discretion on any other business
that may properly come before the Meeting or any adjournments or postponements
thereof. Additional matters would include only matters that were not anticipated
as of the date of this Proxy Statement.
Shareholder Reports
Copies of the Trust's most recent annual and semi-annual reports, including
financial statements, previously have been sent to shareholders. This Proxy
Statement should be read in conjunction with the Trust's annual report. Copies
of the reports are available without charge upon request to the Trust by calling
1-800-9-PRAXIS (1-800-977-2947) or by writing to the Trust at the above address.
The following table identifies each Proposal and the Funds entitled to vote
on each Proposal.
Proposal All Funds International Fund
- -------- ----------- -------------------
1. To elect Trustees of the Trust ........................... X
2. To approve a new sub-advisory agreement between the Fund's
investment adviser and Evergreen Investment Management
Company, LLC ............................................. X
3. To ratify independent accountants for the Fund ........... X
PROPOSAL 1
ELECTION OF NOMINEES TO THE BOARD OF TRUSTEES OF THE FUNDS.
At the Meeting, you will be asked to elect each of Howard L. Brenneman,
Bruce Harder, Karen Klassen Harder, Richard Reimer, R. Clair Sauder, Donald E.
Showalter and Allen J. Yoder, Jr. as a Trustee of the Funds. Each of the
nominees currently serves as a Trustee. Mr. Harder and Mr. Sauder were appointed
by the Board in February 2000 and June 2002, respectively. The remaining
Trustees were previously elected by the Trust's then sole shareholder. Mr.
Brenneman and Mr. Harder is each deemed to be an "interested person" of the
Trust for purposes of the Investment Company Act of 1940, as amended (the "1940
Act") and, therefore, serves as an "Interested Trustee" of the Trust. Each of
the other nominees is not an "interested person" of the Trust for purposes of
the 1940 Act (collectively, the "Independent Trustees"). All of the nominees
will continue to serve as Trustees whether or not shareholders of the Funds
approve this Proposal.
The persons named as proxies on the enclosed proxy card(s) will vote for
the election of each of the nominees named above unless authority to vote for
any or all of the nominees is withheld in the proxy. Each Trustee so elected
will serve as a Trustee of the Trust until the next meeting of shareholders, if
any, called for the purpose of electing Trustees and until the election and
qualification of a successor or until such Trustee sooner dies, resigns or is
removed as provided in the governing documents of the Trust. Each of the
nominees has indicated that he or she is willing to serve as a Trustee. If any
or all of the nominees should become unavailable for election due to events not
now known or anticipated, the persons named as proxies will vote for such other
nominee or nominees as the current Trustees may recommend.
The primary responsibility of the Board is to represent the interests of
shareholders of each Fund and to provide oversight of the management of the
Fund. The Board of Trustees met four times during the fiscal year ended December
31, 2002. Each Trustee attended at least 75% of all Board and applicable
committee meetings.
The following information shows the Trustees/nominees for Trustee and the
executive officers of the Funds and their principal occupations which, unless
otherwise specified, are of more than five years duration, although the titles
held may have varied during that period.
TRUSTEES/NOMINEES
Independent Trustees
Number of
Position with Portfolios in Other
the Trust, Term Fund Complex Directorships
of Office and Length Principal Occupation Overseen by Held by
Name, Age and Address of Time Served During the Past Five Years Trustee Trustee
- --------------------- -------------- -------------------------- ------- -------
Karen Klassen Harder, Ph.D. Trustee since 12/2/93 Professor, Bluffton College 4 N/A
Age: 47 (September 2001 - present);
Bluffton College Professor, Bethel College (January
Bluffton, OH 45817 1990 - 2001)
Richard Reimer, Ph.D. Trustee since 12/2/93 Retired; Professor of Economics, 4 N/A
Age: 72 The College of Wooster (1962 -
The College of Wooster 1996); formerly Board member,
Wooster, OH 44691 Mennonite Mutual Aid, Goshen,
Indiana, through December 2001
R. Clair Sauder Trustee since 6/30/02 Partner, Encore Enterprises, LLC 4 N/A
Age: 60 (May 2001 - present); Partner,
630 Millcross Road C&D Enterprises Unlimited
Lancaster, PA 17601 (1982 - present)
2
Number of
Position with Portfolios in Other
the Trust, Term Fund Complex Directorships
of Office and Length Principal Occupation Overseen by Held by
Name, Age and Address of Time Served During the Past Five Years Trustee Trustee
- --------------------- -------------- -------------------------- ------- -------
Donald E. Showalter, Esq. Trustee since 12/2/93 Senior Partner, the law firm of 4 N/A
Age: 62 Wharton, Aldhizer, & Weaver
100 S. Mason St. (June 1965 - present); Director,
Harrisonburg, VA 22801 Rockingham Heritage Bank (April
1998 - present)
Allen Yoder, Jr. Trustee since 12/2/93 President, Jayco, Inc., manufacturer 4 N/A
Age: 76 of recreational vehicles (retired)
PO Box 460 (September 1993 - 1994);
Middlebury, IN 46540 President, Deutsch Kase Haus,
cheese manufacturer (retired)
(1985 - 2002)
Interested Trustees
Howard L. Brenneman* Chairman and Trustee President and CEO, Mennonite 4 N/A
Age: 63 since 12/2/93 Mutual Aid (December 1991 -
PO Box 483 present); business and financial
Goshen, IN 46527 consultant, and Director of Strategic
Planning and Development, Prairie
View, Inc. (1986 - 1991)
Bruce Harder* Trustee since 2/11/00 Executive Director for Finance and 4 N/A
Age: 62 Administration, Tri-Met, the Tri-
4012 SE 17th Ave. County Metropolitan Transportation
Portland, OR 97202 District of Oregon, public
transportation system for Portland,
Oregon (retired) (1986 - 2003);
Chairman of the Board, Mennonite
Mutual Aid, Goshen, Indiana
- ----------
* Indicates an "interested person" of the Trust, as that term is defined in
Section 2(a)(19) of the 1940 Act. Mr. Brenneman and Mr. Harder are deemed to
be interested persons because of their affiliation with each Fund's adviser.
Officers Who Are Not Trustees
Position with the Trust,
Term of Office and Principal Occupation
Name, Age and Address Length of Time Served During the Past Five Years
- --------------------- --------------------- --------------------------
John L. Liechty President since 8/19/97 Executive Management, Mennonite Mutual Aid
Age: 49 (1976 - present)
PO Box 483
Goshen, IN 46527
Trent Statczar Treasurer since 8/19/02 Vice President, BISYS Fund Services
Age: 32 (1993 - present)
3435 Stelzer Rd.
Columbus, OH 43219
3
Position with the Trust,
Term of Office and Principal Occupation
Name, Age and Address Length of Time Served During the Past Five Years
- --------------------- --------------------- --------------------------
Marlo J. Kauffman Vice President since 12/2/93 Financial Services Operation Manager,
Age: 46 Mennonite Mutual Aid (1981 - present);
PO Box 483 President, Mennonite Mutual Aid (2003 -
Goshen, IN 46527 present); OSJ Principal, ProEquities, Inc.
(1994 - present) (broker/dealer)
Walter B. Grimm Vice President since 12/2/93 Senior Vice President, BISYS Fund Services
Age: 56 (June 1992 - present)
3435 Stelzer Rd.
Columbus, OH 43219
George Stevens Secretary since 5/19/98 Vice President, BISYS Fund Services
Age: 51 (1996 - present)
3435 Stelzer Rd.
Columbus, OH 43219
Alaina Metz Assistant Secretary since 11/12/96 Vice President, BISYS Fund Services
Age: 38 (June 1995 - present)
3435 Stelzer Rd.
Columbus, OH 43219
As of September 30, 2003, the dollar range of equity securities owned by
each Trustee in the Funds and the Fund Complex is as follows:
Aggregate
Dollar Range
Dollar Range Dollar Range of Equity
of Equity Dollar Range of Equity Dollar Range Securities in All
Securities in of Equity Securities in of Equity Funds Overseen
MMA Praxis Securities in MMA Praxis Securities in by Trustee in
Intermediate MMA Praxis Core International MMA Praxis Value MMA Praxis
Name of Trustee Income Fund Stock Fund Fund Index Fund Fund Family
- --------------- ----------- ---------- ---- ---------- -----------
Independent Trustees
Karen Klassen Harder None $ 10,001-50,000 None None $ 10,001-50,000
Richard Reimer None Over $100,000 $10,001-50,000 $10,001-50,000 Over $100,000
R. Clair Sauder None None None None None
Donald E. Showalter None None $ 1-10,000 None $ 1-10,000
Allen Yoder, Jr. $10,001-50,000 $50,001-100,000 $10,001-50,000 $10,001-50,000 Over $100,000
Interested Trustees
Howard L. Brenneman None $ 10,001-50,000 $10,001-50,000 $ 1-10,000 $ 10,001-50,000
Bruce C. Harder $10,001-50,000 $ 10,001-50,000 $10,001-50,000 $ 1-10,000 $50,001-100,000
For the fiscal year ended December 31, 2002, the Trustees received the
following compensation from the Trust and from certain other investment
companies (if applicable) that have the same investment adviser as the Funds or
an investment adviser that is an affiliated person of the Trust's investment
adviser:
4
Pension or Total Compensation
Aggregate Retirement Benefits From Registrant and
Compensation from Accrued As Part Est. Annual Benefits Fund Complex
Name of Trustee the Trust of Fund Expenses Upon Retirement Paid to Trustees
- --------------- --------- ---------------- --------------- ----------------
Independent Trustees
Karen Klassen Harder $ 4,000 -- -- $ 4,000
Richard Reimer 3,000 -- -- 3,000
R. Clair Sauder 2,000 -- -- 2,000
Donald E. Showalter 4,000 -- -- 4,000
Allen Yoder, Jr. 4,000 -- -- 4,000
Interested Trustees
Howard L. Brenneman 4,000 -- -- 4,000
Bruce Harder 4,000 -- -- 4,000
Trustees receive from the Trust a fee of $1,000 for each Board of Trustees
meeting attended and are reimbursed for all out-of-pocket expenses relating to
attendance at such meetings.
Committees of the Board of Trustees
The Trust has an Audit Committee comprised solely of Independent Trustees,
currently Messrs. Reimer, Sauder, Showalter and Yoder and Ms. Harder.
The Board of Trustees has adopted a written charter for the Audit
Committee. As set forth in its charter, the primary duties of the Trust's Audit
Committee are: (a) to recommend the selection, retention or termination of
accountants and, in connection therewith, to review information concerning the
independence of the accountants and to receive the accountants' specific
representations as to their independence; (b) to meet with the Trust's
independent accountants, including private meetings, as necessary; (c) to
consider the effect upon the Funds of any changes in accounting principles or
practices proposed by the Funds' investment adviser, administrator or
accountants; (d) to review the fees charged by the accountants for audit and
non-audit services; (e) to investigate improprieties or suspected improprieties
in Fund financial and accounting operations that are called to their attention;
(f) to report its activities to the full Board on a regular basis and to make
such recommendations with respect to the above and other matters as the
Committee may deem necessary or appropriate; and (g) to pre-approve all audit
and non-audit services to be rendered by the accountants and all audit services
provided to the Trust's investment advisor, or any affiliate thereof that
provides ongoing services to the Trust, relating to the operations and financial
reporting of the Trust, and all non-audit services relating to the operations
and financial reporting of the Trust, provided to the Trust's investment adviser
or any affiliate thereof that provides ongoing services to the Trust, by any
auditors with an ongoing relationship with the Trust. The Audit Committee met
one time during the fiscal year ended December 31, 2002.
The Trust also has a Nominating Committee that is comprised of all of the
Independent Trustees. The Nominating Committee's primary responsibility is to
nominate Trustee candidates when there is a vacancy on the Board. The Nominating
Committee does not consider nominees from shareholders. The Nominating Committee
met once during the fiscal year ended December 31, 2002.
Required Vote
Election of each of Howard L. Brenneman, Bruce Harder, Karen Klassen
Harder, Richard Reimer, R. Clair Sauder, Donald E. Showalter and Allen J. Yoder,
Jr. as a Trustee requires the approval of a plurality of the votes cast at the
Meeting.
The Board unanimously recommends that the shareholders of each Fund vote
FOR the election of each nominee as a Trustee.
5
PROPOSAL 2
APPROVAL OF THE NEW SUB-ADVISORY
AGREEMENT WITH EVERGREEN INVESTMENT
MANAGEMENT COMPANY, LLC
(For Shareholders of MMA Praxis International Fund only)
General Overview
The Board is proposing that the current sub-advisory agreement (the
"Current Agreement") between MMA Capital Management ("MMA"), investment adviser
for the International Fund, and Oechsle International Advisors, LLC ("Oechsle")
be terminated and that MMA enter into a new sub-advisory agreement with
Evergreen Investment Management Company, LLC ("Evergreen") relating to
International Fund (the "New Agreement"). At a meeting of the Board held on
October 8, 2003, the New Agreement was approved unanimously by the Board,
including all of the Trustees who are not parties to the New Agreement or
interested persons of such parties. The effectiveness of the New Agreement on
behalf of the International Fund is subject to approval by the shareholders of
the International Fund.
As the International Fund's investment adviser, MMA is responsible for
monitoring the investment advisory services that Oechsle provides to the
International Fund. At several recent Board meetings, MMA provided detailed
information on the International Fund's underperformance compared to that of
various performance-related benchmarks as well as other mutual funds with
similar investment mandates. Following further study and the delivery of a
detailed report to the Board at a meeting held on October 8, 2003, MMA
recommended that the Current Agreement with Oechsle be terminated. After an
extensive review of potential international equity portfolio managers, MMA
recommended to the Board at that meeting that Evergreen be engaged to provide
sub-advisory services to the International Fund. The Board determined to
terminate the Current Agreement and ask shareholders of the International Fund
to approve the New Agreement between MMA and Evergreen at the meeting.
In connection with this proposal, there will be no change in the types of
services provided to or the advisory fees paid by the International Fund.
Appendix 1 shows the date when the International Fund commenced operations,
the date the Current Agreement became effective, the date when the Current
Agreement was last approved by the Board, the date to which the Current
Agreement was last continued, and the date when the Current Agreement was last
approved by the shareholders of the International Fund. The Current Agreement
was last submitted to shareholders prior to its becoming effective, as required
by the 1940 Act.
The New Agreement must be voted upon by the shareholders of the
International Fund. The New Agreement is expected to take effect on or before
January 1, 2004, following shareholder approval of the New Agreement and the
termination of the Current Agreement by the Board. If approved by shareholders
of the International Fund, the New Agreement will remain in effect through
January 1, 2005, and, unless earlier terminated, will continue from year to year
thereafter, provided that each such continuance is approved annually (i) by the
Board or by the vote of a majority of the outstanding voting securities of the
International Fund, and, in either case, (ii) by a majority of the Trustees who
are not parties to the New Agreement or "interested persons," as defined in the
1940 Act, of any such party (other than as Trustees).
Interim Agreement
The Current Agreement with Oechsle will terminate effective December 9,
2003. The Board has approved an interim sub-advisory agreement (the "Interim
Agreement") with Evergreen, the terms and conditions of which are substantially
identical to the Current Agreement, apart from: (i) the rates of compensation
payable by MMA to Evergreen under the Interim Agreement, which would be slightly
less than the rate under the Current Agreement; (ii) clarification that MMA will
provide guidance regarding the International Fund's stewardship investing
guidelines and may remove portfolio securities that do not adhere to the Trust's
socially responsible investing policy and that Evergreen will allow for
inspection of books and records pertaining to securities transactions of the
International Fund upon reasonable request; (iii) a provision that MMA will
provide and update as necessary a list of affiliates of MMA; (iv) a provision
that MMA
6
will vote proxies or similar solicitations on behalf of the International Fund
in accordance with its procedures; (v) the duration and termination of the
agreement, which provides that the Interim Agreement shall continue until the
sooner of (a) 150 days from the date the Interim Agreement is entered into, or
(b) the effective date of the New Agreement, if approved by shareholders; and
(vi) other immaterial, conforming changes.
Description of the New Agreement
Generally. Under the New Agreement, Evergreen would provide investment
sub-advisory services with respect to the International Fund. Subject to the
supervision of the Board and MMA, Evergreen would assist MMA in providing a
continuous investment program with respect to International Fund's portfolio,
including investment research and management with respect to all securities and
investments and cash equivalents in International Fund. Evergreen may, subject
to MMA's review, determine the securities and investments to be purchased, sold
or retained by International Fund, and Evergreen may place orders directly with
the issuer or any broker or dealer for such securities and investments.
Evergreen will provide services under the New Agreement in accordance with
International Fund's investment objective, policies and restrictions as stated
in International Fund's currently effective prospectus and statement of
additional information, the Trust's Declaration of Trust and By-laws, each as
amended from time to time, and resolutions of the Board applicable to
International Fund.
The New Agreement provides that Evergreen shall not be liable for any error
of judgment or mistake of law or for any loss suffered by International Fund in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of Evergreen in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
Unless sooner terminated, the New Agreement shall continue until January 1,
2005, and thereafter shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least annually by the
Board or vote of the lesser of (a) 67% of the shares of International Fund
represented at a meeting if holders of more than 50% of the outstanding shares
of International Fund are present in person or by proxy or (b) more than 50% of
the outstanding shares of International Fund, provided that in either event its
continuance also is approved by a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of any party to the New
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. The New Agreement is terminable at any time without penalty,
on 60 days' notice, by MMA, Evergreen or by the Board or by vote of the lesser
of (a) 67% of the shares of International Fund represented at a meeting if
holders of more than 50% of the outstanding shares of International Fund are
present in person or by proxy or (b) more than 50% of the outstanding shares of
International Fund. The New Agreement will terminate automatically in the event
of its assignment (as defined in the 1940 Act) or in the event of the
termination of the management agreement between MMA and the Trust.
The form of the New Agreement is attached as Exhibit A to this Proxy
Statement and the description of its terms in this section is qualified in its
entirety by reference to Exhibit A.
Differences between the Current Agreement and the New Agreement. The terms
of the New Agreement will be substantially similar to those included in the
Current Agreement, except for the following provisions:
Generally:
o the dates of execution and termination.
o the rates of compensation payable by MMA to Evergreen under the New
Agreement, as set forth in Appendix 2, which would be slightly less than
the rate under the Current Agreement.
o clarification that MMA will provide guidance regarding the International
Fund's stewardship investing guidelines and may remove portfolio securities
that do not adhere to the Trust's socially responsible investing policy and
that Evergreen will allow for inspection of books and records pertaining to
securities transactions of the Fund upon reasonable request.
o that MMA will provide and update as necessary a list of affiliates of MMA.
o that MMA will vote proxies or similar solicitations on behalf of the
International Fund in accordance with its procedures.
7
Duties:
o the New Agreement adds that Evergreen shall (i) keep MMA informed of
developments materially affecting International Fund, (ii) maintain
adequate security procedures with respect to materials relating to the New
Agreement, including all means for effecting securities transactions; (iii)
immediately notify MMA and the Trust if it becomes subject to statutory
disqualification preventing it from serving as a sub-advisor or is or
expects to become the subject of an administrative proceeding or
enforcement action by the Securities and Exchange Commission ("SEC"); (iv)
immediately forward to MMA any correspondence from the SEC or other
regulatory authority that relates to International Fund; (v) cause
International Fund to comply with Section 851(b)(2) of the Internal Revenue
Code of 1986, as amended (the "Code") regarding derivation of income from
specified investment activities and Section 851(b)(4) of the Code regarding
diversification of International Fund's assets; (vi) be responsible for
maintaining an appropriate compliance program to ensure that its services
are performed in a manner consistent with the applicable laws and the terms
of the New Agreement and provide such reports and certifications regarding
its compliance program as MMA or the Trust shall reasonably request from
time to time; and (vii) maintain a written code of ethics that complies
with the requirements of Rule 17j-1 under the 1940 Act and provide certain
certificates regarding that code.
Representations and Warranties:
o Evergreen represents and warrants that it has reviewed the portion of the
registration statement filed with the SEC, as amended from time to time for
International Fund (the "Registration Statement"), with respect to the
disclosure about Evergreen and International Fund, and except as advised in
writing to MMA such Registration Statement, including the prospectus and
any supplement contain, as of its date, no untrue statement of any material
fact of which Evergreen has knowledge and do not omit any statement of a
material fact of which Evergreen has knowledge which was required to be
stated therein or necessary to make the statements contained therein not
misleading. Evergreen further agrees to notify MMA of any changes that
would cause the Registration Statement, including the prospectus for
International Fund to contain any untrue statement of a material fact or to
omit to state a material fact which is required to be stated therein or is
necessary to make the statements contained therein not misleading, in each
case relating to Evergreen and International Fund information of which
Evergreen has knowledge.
o Evergreen also represents and warrants that for the entire time the New
Agreement is in effect and for a period of two years thereafter, Evergreen
will maintain a claims made bond issued by a reputable fidelity insurance
company against larceny and embezzlement, covering each officer and
employee of Evergreen, at a minimum level of $3 million which provides
coverage for acts or alleged acts which occur during the period of the New
Agreement.
Use of Names:
o Evergreen acknowledges and agrees that the names MMA Praxis, MMA Capital
Management and MMA Praxis International Fund (whether used by themselves or
in combination with other words), and abbreviations or logos associated
with those names, are the valuable property of MMA and its affiliates; that
the Trust, MMA and their affiliates have the right to use such names,
abbreviations and logos; and that Evergreen shall use the names MMA Praxis,
MMA Capital Management and MMA Praxis International Fund, and associated
abbreviations and logos, only in connection with Evergreen's performance of
its duties hereunder. Further, in any written communication with the public
and in any marketing communications of any sort, Evergreen agrees to obtain
prior written approval from MMA before using or referring to MMA Praxis,
MMA Capital Management or MMA Praxis International Fund or any
abbreviations or logos associated with those names; provided that nothing
herein shall be deemed to prohibit Evergreen from referring to the
performance of International Fund in Evergreen's marketing material as long
as such marketing material does not constitute "sales literature" or
"advertising" for International Fund, as those terms are used in the rules,
regulations and guidelines of the SEC and the National Association of
Securities Dealers, Inc.
o MMA acknowledges and agrees that in any written communication with the
public and in any marketing communications of any sort, MMA will obtain
prior written approval from Evergreen before referring to Evergreen or any
abbreviations or logos associated with Evergreen.
8
Indemnifications:
o Evergreen agrees to indemnify and hold harmless MMA and the Trust against
any losses, expenses, claims, damages or liabilities (or actions or
proceedings in respect thereof), to which MMA or the Trust may become
subject arising out of or based on the breach by Evergreen of any
provisions of the New Agreement or any wrongful action by Evergreen;
provided, however, that Evergreen shall not be liable under this paragraph
in respect of any loss, expense, claim, damage or liability to the extent
that a court having jurisdiction shall have determined by a final judgment,
or independent counsel agreed upon by Evergreen and MMA or the Trust, as
the case may be, shall have concluded in a written opinion, that such loss,
expense, claim, damage or liability resulted primarily from MMA's or the
Trust's willful misfeasance, bad faith or gross negligence or by reason of
the reckless disregard by MMA or the Trust of its duties. The foregoing
indemnification shall be in addition to any rights that MMA or the Trust
may have at common law or otherwise. Evergreen's agreements in this
paragraph shall, upon the same terms and conditions, extend to and inure to
the benefit of each person who may be deemed to control MMA or the Trust,
be controlled by MMA or the Trust, or be under common control with MMA or
the Trust and their affiliates, trustees, officers, employees and agents.
Evergreen's agreements in this paragraph shall also extend to any of the
Trust's, International Fund's and MMA's successors or the successors of the
aforementioned affiliates, trustees, officers, employees or agents.
o MMA agrees to indemnify and hold harmless Evergreen against any losses,
expenses, claims, damages or liabilities (or actions or proceedings in
respect thereof), to which Evergreen may become subject arising out of or
based on the breach by MMA of any provisions of the New Agreement or the
management agreement between the Trust and MMA, or any wrongful action by
MMA or its affiliates in the distribution of International Fund's shares,
or any wrongful action by the Trust other than wrongful action that was
caused by the breach by Evergreen of the provisions of the New Agreement;
provided, however, that MMA shall not be liable under this paragraph in
respect of any loss, expense, claim, damage or liability to the extent that
a court having jurisdiction shall have determined by a final judgment, or
independent counsel agreed upon by MMA and Evergreen shall have concluded
in a written opinion, that such loss, expense, claim, damage or liability
resulted primarily from Evergreen's willful misfeasance, bad faith or gross
negligence or by reason of the reckless disregard by Evergreen of its
duties. The foregoing indemnification shall be in addition to any rights
that Evergreen may have at common law or otherwise. MMA's agreements in
this paragraph shall, upon the same terms and conditions, extend to and
inure to the benefit of each person who may be deemed to control Evergreen,
be controlled by Evergreen or be under common control with Evergreen and to
each of Evergreen's and to each such person's respective affiliates,
trustees, officers, employees and agents. MMA's agreements in this
paragraph shall also extend to any of Evergreen's successors or the
successors of the aforementioned affiliates, trustees, officers, employees
or agents.
Information About Evergreen and Oechsle
Evergreen is a Delaware limited liability company that has been registered
with the SEC as an investment adviser since 1972. Evergreen maintains its
offices at 200 Berkeley Street, Boston, Massachusetts 02116. Evergreen has been
providing asset management services to institutional and individual investors
through a broad range of investment products since 1932, when it was founded.
Led by 349 investment professionals, Evergreen applies a disciplined, team-based
asset management approach, and manages more than $240.7 billion in assets (as of
September 30, 2003). Evergreen is a wholly owned subsidiary of EIMCO Trust, 200
Berkeley Street, Boston, Massachusetts 02116. EIMCO Trust is 99% owned by
Evergreen Investment Company, Inc., 200 Berkeley Street, Boston, Massachusetts
02116. Evergreen Investment Company, Inc. is a wholly-owned subsidiary of
Wachovia Bank, N.A., 301 South College Street, Suite 4000, Charlotte, North
Carolina 28288. Wachovia Bank, N.A. is a wholly owned subsidiary of Wachovia
Corporation, 301 South College Street, Suite 4000, Charlotte, North Carolina
28288. Appendix 3 to this Proxy Statement sets forth information regarding the
principal executive officers and directors of Evergreen.
Appendix 8 sets for information regarding other investment companies
advised by Evergreen that have investment objectives similar to the investment
objectives of the International Fund.
9
Oechsle is a Delaware limited liability company and maintains offices at
One International Place, Boston, Massachusetts 02110. Appendix 3 to this Proxy
Statement sets forth information regarding the principal executive officers and
directors of Oechsle.
Appendix 4 to this Proxy Statement sets forth the amount of fees paid to
Oechsle under the Current Agreement during the fiscal year ended December 31,
2002. Appendix 5 to this Proxy Statement sets forth information concerning the
amount and purpose of material payments (other than advisory fees) made by the
Funds to Oechsle or Evergreen or any affiliated person of Oechsle or Evergreen
during the fiscal year ended December 31, 2002.
Brokerage
Under the New Agreement, Evergreen would select broker-dealers to execute
transactions and evaluate the reasonableness of commissions on the basis of
quality, quantity, and the nature of the firms' professional services.
Commissions to be charged and the rendering of investment services, including
statistical, research, and counseling services by brokerage firms, are factors
to be considered in the placing of brokerage business. The types of research
services provided by brokers may include general economic and industry data, and
information on securities of specific companies. Research services furnished by
brokers through whom the Trust effects securities transactions may be used by
Evergreen in servicing all of its accounts. In addition, not all of these
services may be used by Evergreen in connection with the services they provide
to the International Fund or the Trust. Evergreen may consider sales of shares
of the International Fund as a factor in the selection of broker-dealers and may
select broker-dealers who provide them with research services. Evergreen may
choose broker-dealers that provide Evergreen with research services and may
cause a client to pay such broker-dealers commissions which exceed those other
broker-dealers may have charged, if Evergreen views the commissions as
reasonable in relation to the value of the brokerage and/or research services.
Evergreen will seek best execution, taking into account all relevant factors
such as price, promptness of execution and other advantages to clients,
including a determination that the commission paid is reasonable in relation to
the value of the brokerage and/or research services. Evergreen is affiliated
with Wachovia Securities, LLC ("Wachovia Securities"), a registered
broker-dealer. Evergreen may select Wachovia Securities to execute transactions
for the International Fund if it determines that Wachovia Securities will
provide best execution with respect to such transactions, taking into account
the factors described above. Evergreen will comply with the applicable
provisions of the 1940 Act when selecting Wachovia Securities to execute
transactions.
Evaluation of the New Sub-Advisory Relationship by the Board
As the International Fund's investment adviser, MMA is responsible for
monitoring the investment sub-advisory services provided to the International
Fund, and in that role MMA has implemented guidelines for monitoring and
evaluating investment sub-advisers which are designed to identify and retain
superior managers and remove underperforming managers by implementing a
consistent set of review procedures. Based upon these guidelines, MMA has
provided detailed information on the International Fund's performance compared
to that of various performance-related benchmarks as well as other mutual funds
with similar investment mandates at several recent Board meetings. At a Board
meeting on February 24, 2003, the Board adopted these guidelines as the Trust's
Investment Manager Selection and Continuation Policy (the "Policy"). This Policy
provides criteria by which the Board monitors and evaluates the Trust's
investment managers, including consideration of a manager's (i) portfolio
management team, including its experience level, personnel turnover rate,
compensation incentives and the day-to-day portfolio management team, (ii)
investment performance and style consistency, (iii) size and stability,
including information concerning the manager's asset growth and ability to
weather market downturns, (iv) cost structure and fees, and (v) commitment to
adhering to the Trust's socially responsible investing policy. After an
extensive review of potential international equity portfolio managers, the Board
determined to terminate the Current Agreement and ask shareholders of the
International Fund to approve the New Agreement between MMA and Evergreen.
In determining whether to approve the New Agreement and to recommend its
approval to shareholders, the Board, including all of the Independent Trustees,
considered various materials and representations provided by Evergreen and met
with senior representatives of Evergreen. The Independent Trustees were advised
by independent legal counsel throughout this process. The Board met on October
8, 2003 to review and consider, among other things, information relating to the
New Agreement.
10
In evaluating the New Agreement, the Board considered information furnished
by Evergreen and MMA, and gave weight to the following factors: (i) the
investment management experience of Evergreen as a firm and its experience
providing international investment advice in particular; (ii) the qualifications
of individual investment personnel of Evergreen; (iii) Evergreen's blend of
growth and value investment style and its focus on low portfolio volatility and
risk that complements the International Fund's investment objectives and
strategies; (iv) Evergreen's plans with respect to the operation and management
of the International Fund, including Evergreen's plans to employ a team approach
to the management of the International Fund; (v) data regarding Evergreen's
investment performance, including Evergreen's high ranking under the Policy
described above; (vi) information regarding the financial resources of
Evergreen, including its significant assets under management and reputation
throughout the industry; (vii) Evergreen's sub-advisory client service program,
including its willingness to provide ongoing client servicing support; (viii)
the reports and analyses of industry consultants regarding the quality of
Evergreen's investment style and performance as a portfolio manager; and (ix)
while Evergreen has never managed a socially responsible investment mutual fund
before, Evergreen has experience managing funds with specified investment
guidelines prohibiting investments in particular industries or companies.
The Board also considered that the terms of the New Agreement will be
substantially similar to those included in the Current Agreement, except as
described above. The Board also noted that, while the investment advisory fee
paid by the International Fund would not change, the fee rates paid by MMA to
Evergreen under the New Agreement would be slightly less than the current fee
rate paid to Oechsle. In considering the slight reduction in fee rates paid to
Evergreen, the Board considered that MMA has entered into an expense limitation
agreement with respect to the International Fund until April 30, 2004, pursuant
to which MMA has agreed to waive fees and/or reimburse expenses to the extent
necessary in order to limit the total annual operating expenses of the Class A
and the Class B shares of the International Fund to 1.50% and 2.15% of the
Fund's average daily net assets, respectively. Without taking into account such
fee waivers and/or reimbursements by MMA, the total annual operating expenses of
the Class A and the Class B shares of the International Fund were 2.24% and
2.74% of the Fund's average daily net assets, respectively, as of December 31,
2002.
Based upon its evaluation, the Board concluded that MMA's engagement of
Evergreen would provide the International Fund with access to high quality
management and sub-advisory services and capabilities and that the provision of
sub-investment advisory services by Evergreen is in the best interests of the
International Fund. The Board concluded further that the terms of the New
Agreement, including the fees contemplated thereby, are fair and reasonable and
in the best interest of the International Fund and its shareholders.
Accordingly, the Trustees, including the Independent Trustees, unanimously
voted to approve the New Agreement for the International Fund and to submit the
New Agreement to the International Fund's shareholders for approval.
If the shareholders of the International Fund should fail to approve the
New Agreement, the Interim Agreement would remain in effect for the
International Fund and the Board would meet to consider appropriate action for
the International Fund, consistent with its fiduciary duties.
Required Vote
Shareholders of the International Fund must approve the New Agreement.
Approval of this Proposal 2 by the International Fund requires an affirmative
vote of the lesser of (i) 67% or more of the International Fund's shares present
at the Meeting if more than 50% of the outstanding shares of the International
Fund are present or represented by proxy, or (ii) more than 50% of the
outstanding shares of the International Fund.
The Board unanimously recommends that the shareholders of the International
Fund vote "FOR" this Proposal.
11
PROPOSAL 3
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP
AS THE INDEPENDENT ACCOUNTANTS FOR EACH FUND
It is intended that proxies cast by each Fund's shareholders not limited to
the contrary will be voted in favor of ratifying the selection, by a majority of
the Independent Trustees of the Funds, of Ernst & Young LLP ("Ernst & Young")
under Section 32(a) of the 1940 Act as the Funds' independent accountants, to
certify every financial statement of each Fund required by any law or regulation
to be certified by independent accountants and filed with the SEC in respect of
all or any part of the fiscal year of the Fund ending December 31, 2003.
The Funds have been advised that neither Ernst & Young nor any of its
partners has any direct or material indirect financial interest in the Funds.
Accounting services to be performed by Ernst & Young for the Funds will consist
of the examination of the annual financial statements of the Fund, consultation
on financial, accounting and reporting matters, review and consultation
regarding various filings with the SEC and attendance at some meetings of the
Audit Committee and/or Board of Trustees. Ernst & Young also will perform
non-audit services consisting of review and/or preparation of income tax returns
of the Fund.
Fees Paid to Ernst & Young
Upon the recommendation of the Audit Committee, the Board selected Ernst &
Young as the Trust's independent accountants for the fiscal year ending December
31, 2003.
Audit Fees. The aggregate fees billed by Ernst & Young for professional
services rendered for the audit of the Trust's annual financial statements for
the fiscal years ended December 31, 2001 and 2002 were $36,634 and $36,857,
respectively.
Audit-Related Fees. No fees were billed by Ernst & Young for professional
services rendered that are related to the audit of the Trust's annual financial
statements but not reported under "Audit-Fees" above for the fiscal years ended
December 31, 2001 and 2002, nor were fees billed by Ernst & Young for such
services rendered to MMA, or an affiliate thereof that provides ongoing services
to the Trust, relating to the operations and financial reporting of the Trust
and subject to pre-approval by the Audit Committee, for the fiscal years ended
December 31, 2001 and 2002.
Tax Fees. The aggregate fees billed by Ernst & Young for professional
services rendered for tax compliance for the fiscal years ended December 31,
2001 and 2002 were $6,000 and $6,143, respectively. No fees were billed by Ernst
& Young for such services rendered to MMA, or an affiliate thereof that provides
ongoing services to the Trust, relating to the operations and financial
reporting of the Trust and subject to pre-approval by the Audit Committee, for
the fiscal years ended December 31, 2001 and 2002.
All Other Fees. No fees were billed by Ernst & Young for professional
services rendered for products and services other that those described above for
the fiscal years ended December 31, 2001 and 2002, nor were fees billed by Ernst
& Young for such services rendered to MMA, or an affiliate thereof that provides
ongoing services to the Trust, relating to the operations and financial
reporting of the Trust and subject to pre-approval by the Audit Committee, for
the fiscal years ended December 31, 2001 and 2002.
The Audit Committee has considered whether the services described above are
compatible with Ernst & Young's independence. The Audit Committee pre-approves
the engagement of any accountant for audit or non-audit services pursuant to the
provisions of the Audit Committee charter. Pre-approval has not been waived in
respect of services described above.
The aggregate non-audit fees billed by Ernst & Young for services rendered
to the Trust and to MMA, or an affiliate thereof that provides ongoing services
to the Trust, for the fiscal years ended December 31, 2001 and 2002 were $6,000
and $6,143, respectively.
Representatives of Ernst & Young are not expected to be present at the
Meeting, but will be given the opportunity to make a statement if they so desire
and will be available should any matter arise requiring their presence.
12
Required Vote
Shareholders of each Fund must separately approve this Proposal. Approval
of this Proposal by a Fund requires the approval by a majority of the total
shares voted, in person or by proxy, at the Meeting, provided a quorum is
represented in person or by proxy.
The Board unanimously recommends that the shareholders of each Fund vote
FOR this Proposal.
GENERAL INFORMATION
Other Matters to Come Before the Meeting
Management of the Funds does not know of any matter to be presented at the
Meeting other than that described in this Proxy Statement. If other business
should properly come before the Meeting, the proxy holders will vote thereon in
accordance with their best judgment.
Investment Manager and Service Providers
MMA, 1110 North Main Street, Goshen, Indiana 46528 is the investment
adviser of the Funds.
The Trust's transfer agent is BISYS Fund Services Ohio, Inc. ("BISYS
Ohio"). The Trust's administrator, fund accountant and principal underwriter is
BISYS Fund Services Limited Partnership ("BISYS"). Both BISYS Ohio and BISYS are
located at 3435 Stelzer Road, Columbus, Ohio 43219.
Fifth Third Bank, Cincinnati, Ohio, acts as custodian of the Trust's
assets, and Mellon Global Securities Services, Boston, Massachusetts, acts as
sub-custodian for the International Fund's assets, until December 8, 2003. After
that date, The Northern Trust Company, Chicago, Illinois, will act as custodian
of all of the Trust's assets.
Voting Rights
Shareholders of record on October 29, 2003 (the "record date") are entitled
to be present and to vote at the Meeting or any adjournment or postponement
thereof. As of the record date, each Fund offered multiple classes of shares to
the public. Each Fund may vote separately on matters affecting only that Fund,
and each class of shares of each Fund may vote separately on matters affecting
only that class or affecting that class differently from other classes.
Shareholders of each Fund will vote on each Proposal as a single class
regardless of the class of shares they own. Appendix 6 sets forth the number of
shares of each class of each Fund issued and outstanding as of the record date.
Forty percent of the shares of a Fund, represented by proxy or in person
and regardless of class, will constitute a quorum for that Fund as to matters
presented at the Meeting. In the event that a quorum of shareholders is not
represented at the Meeting with respect to one or more Funds, the Meeting may be
adjourned by a majority of the applicable Fund's shareholders present in person
or by proxy until a quorum exists. If there are insufficient votes to approve a
Proposal, the persons named as proxies may propose one or more adjournments of
the Meeting to permit additional time for the solicitation of proxies, in
accordance with applicable law. Adjourned meetings must be held within a
reasonable time after the date originally set for the Meeting. Solicitation of
votes may continue to be made without any obligation to provide any additional
notice of the adjournment. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of the
applicable Proposal and will vote against any such adjournment those proxies to
be voted against the Proposal.
For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted in favor of a Proposal.
Broker non-votes are proxies received by a Fund from brokers or nominees when
the broker or nominee has neither received instructions from the beneficial
owner or other persons entitled to vote nor has discretionary power to vote on a
particular matter. Accordingly, shareholders are urged to forward their voting
instructions promptly.
The Funds expect that, before the Meeting, broker-dealer firms holding
shares of the Funds in "street name" for their customers will request voting
instructions from their customers and beneficial owners. If these instructions
are not received by the date specified in the broker-dealer firms' proxy
solicitation materials, the Funds understand
13
that the broker-dealers that are members of the New York Stock Exchange may
vote on the items to be considered at the Meeting on behalf of their customers
and beneficial owners under rules of the New York Stock Exchange.
Abstentions and broker non-votes will have the effect of a "no" vote on
Proposals 2 and 3. Abstentions and broker non-votes will not be counted in favor
of, but will have no other effect on, Proposal 1.
The number of shares that you may vote is the total of the number shown on
the proxy card accompanying this Proxy Statement. Shareholders are entitled to
one vote for each full share and a proportionate vote for each fractional share
held. Any shareholder giving a proxy has the power to revoke it by mail
(addressed to the Secretary at the principal executive office of the Trust at
the address shown at the beginning of this Proxy Statement) or in person at the
Meeting, by executing a superseding proxy or by submitting a notice of
revocation to the Trust.
Beneficial Owners
To the best of the Trust's knowledge, as of the record date, no Trustee of
the Trust owned beneficially 1% or more of the outstanding shares of any class
of a Fund, and the Trustees and officers of the Trust beneficially owned, as a
group, less than 1% of the shares of each class of each Fund.
To the best of the Trust's knowledge, as of the record date, no person
owned beneficially more than 5% of any class of any Fund, except as set forth in
Appendix 7.
Expenses
The Funds will pay the expenses in connection with this Notice and Proxy
Statement and the Meeting, including the printing, mailing, solicitation and
vote tabulation expenses and out-of-pocket expenses.
Shareholder Proposals
The Funds are not required to hold annual meetings of shareholders and
currently do not intend to hold such meetings unless shareholder action is
required in accordance with the 1940 Act. A shareholder proposal to be
considered for inclusion in the proxy statement at any subsequent meeting of
shareholders must be submitted to the Trust at the address above at a reasonable
time before the proxy statement for that meeting is mailed. Whether a proposal
is submitted in the proxy statement will be determined in accordance with
applicable federal and state laws. The timely submission of a proposal does not
guarantee its inclusion.
Please complete the enclosed proxy card(s) and return the card(s) in the
enclosed self-addressed, postage-paid envelope promptly.
By Order of the Board,
/s/ John L. Liechty
John L. Liechty
President
14
Exhibit A
FORM OF
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of January, 2004, between Menno Insurance
Service, Inc. d/b/a MMA Capital Management (the "Adviser"), and Evergreen
Investment Management Company, LLC (the "Sub-Adviser").
WHEREAS, MMA Praxis Mutual Funds (the "Trust") is registered as an
open-end, management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, MMA Praxis International Fund (the "Fund") is a separate
investment series of the Trust; and
WHEREAS, the Adviser has been appointed investment adviser to the Fund; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to assist it in the
provision of a continuous investment program for the Fund and the Sub-Adviser is
willing to do so; and
WHEREAS, the Adviser and the Sub-Adviser are each duly registered with the
Securities and Exchange Commission (the "Commission") as investment advisers and
their respective registrations are current and in good order; and
WHEREAS, the Board of Trustees of the Trust (the "Board") and the Fund's
shareholders have approved this Agreement, and the Sub-Adviser is willing to
furnish such services upon terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows;
1. Appointment. The Adviser hereby appoints the Sub-Adviser to act as
sub-adviser to the Fund. Intending to be legally bound, the Sub-Adviser accepts
such appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. Sub-Advisory Services. Subject to the supervision of the Board and the
Adviser, the Sub-Adviser shall assist the Adviser in providing a continuous
investment program with respect to the Fund's portfolio, including investment
research and management with respect to all securities and investments and cash
equivalents in the Fund. The Sub-Adviser may determine the securities and
investments to be purchased, sold or retained by the Fund in accordance with the
Adviser's stewardship investing guidelines. In cooperation with the Sub-Adviser,
the Adviser will provide guidance regarding individual securities and/or sectors
that shall not be purchased for the Fund and reserves the right to remove
securities from the Fund that do not meet the Adviser's social screens. The
Sub-Adviser may place orders directly with the issuer or any broker or dealer
for such securities and investments. The Sub-Adviser will provide services under
this Agreement in accordance with the Fund's investment objective, policies and
restrictions as stated in the Fund's currently effective prospectus and
statement of additional information, the Trust's Declaration of Trust and
By-laws, each as amended from time to time, and resolutions of the Board
applicable to the Fund, each as provided to the Sub-Adviser by the Adviser. The
Sub-Adviser shall have authority to enter into and execute agreements on behalf
of the Fund relating to the acquisition or disposition of investment assets and
the execution of portfolio transactions pursuant to the Sub-Adviser's management
of the Fund under this Agreement. Such agreements may include foreign exchange
contracts and other transactional agreements. Nothing contained herein, however,
shall be deemed to authorize the Sub-Adviser to take or receive physical
possession of any cash or securities held in the Fund, it being intended that
sole responsibility for safekeeping thereof (in such investments as the
Sub-Adviser shall direct) and the consummation of all such purchases, sales,
deliveries, and investments made pursuant to the Sub-Adviser's direction shall
rest upon the custodian for the Fund. The parties hereto also agree that the
Sub-Adviser shall not receive or vote proxies or other similar solicitations on
behalf of the Fund and that such proxies and other similar solicitations shall
be voted by the Adviser in accordance with its procedures. The Sub-Adviser
warrants that all actions taken in the exercise of the power herein granted to
the Sub-Adviser will be taken solely and exclusively for the benefit of the
Fund.
A-1
Without limiting the generality of the foregoing, the Sub-Adviser further
agrees that it:
(a) will use the same skill and care in providing such services as it uses
in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Commission under the 1940 Act and in addition will conduct its
activities under this Agreement in accordance with any applicable
regulations of any governmental authority pertaining to the investment
advisory activities of the Sub-Adviser;
(c) will place or cause to be placed orders for the Fund either directly
with the issuer or with any broker or dealer. In placing orders with
brokers and dealers, the Sub-Adviser will attempt to obtain prompt
execution of orders in an effective manner at the most favorable
price. Consistent with this obligation and to the extent permitted by
the 1940 Act, when the execution and price offered by two or more
brokers or dealers are comparable, the Sub-Adviser may, in its
discretion, purchase and sell portfolio securities to and from brokers
and dealers who provide the Sub-Adviser with research advice and other
services. In no instance will portfolio securities be purchased from
or sold to BISYS Fund Services, the Adviser, the Sub-Adviser or any
affiliated person of the Trust, BISYS Fund Services, the Sub-Adviser
or the Adviser, except to the extent permitted by the 1940 Act and the
Commission. The Adviser shall provide to the Sub-Adviser a list of
each affiliate of the Adviser and the Trust immediately upon entering
into this Agreement and shall notify the Sub-Adviser immediately in
writing in the event of any changes to such list. Any action taken for
the purpose of this Agreement by the Adviser and/or the Fund, at the
discretion of either or both, with regard to the placement of
securities transactions shall be the Adviser's and the Fund's sole
liability and responsibility, including the performance of any broker.
The Sub-Adviser may use one or more of its affiliated, or other
parties related to the Sub-Adviser, as brokers for effecting
securities transactions for the Fund, and pay, on behalf of the Fund,
fair and reasonable brokerage commissions therefor, but only in
accordance with procedures adopted by the Fund pursuant to Rule 17e-1;
(d) will maintain or cause to be maintained all books and records with
respect to the securities transactions of the Fund and will furnish
the Board with such periodic and special reports as the Board may
request and allow for inspection of said books and records upon
reasonable request;
(e) will treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and the Fund
and prior, present, or potential shareholder, and will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, or as required by applicable
law, except after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not
be withheld where the Sub-Adviser may be exposed to civil and criminal
contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested
by the Trust;
(f) will keep the Adviser informed of developments materially affecting
the Fund and will, on the Sub-Adviser's own initiative and as
reasonably requested by the Adviser, furnish to the Adviser from time
to time whatever information the Adviser reasonably believes
appropriate for this purpose;
(g) will maintain and enforce adequate security procedures with respect to
all materials, records, documents and data relating to any of its
responsibilities pursuant to this Agreement including all means for
the effecting of securities transactions;
(h) will immediately notify the Adviser and the Trust in the event that
the Sub-Adviser: (i) becomes subject to a statutory disqualification
that prevents the Sub-Adviser from serving as an investment adviser
pursuant to this Agreement; or (ii) is or expects to become the
subject of an administrative proceeding or enforcement action by the
Commission or other regulatory authority;
(i) will immediately forward to the Adviser, upon receipt, any
correspondence from the Commission or other regulatory authority that
relates to the Fund;
A-2
(j) will cause the Fund to comply with the requirements of (i) Section
851(b)(2) of the Internal Revenue Code of 1986, as amended (the
"Code") regarding derivation of income from specified investment
activities, and (ii) Section 851(b)(4) of the Code regarding
diversification of the Fund's assets;
(k) will be responsible for maintaining an appropriate compliance program
to ensure that the services provided by the Sub-Adviser under this
Agreement are performed in a manner consistent with the applicable
laws and the terms of this Agreement. The Sub-Adviser agrees to
provide such reports and certifications regarding its compliance
program as the Adviser or the Trust shall reasonably request from time
to time; and
(l) will maintain a written Code of Ethics that complies with the
requirements of Rule 17j-1 under the 1940 Act. The Sub-Adviser
certifies that it has adopted procedures reasonably necessary to
prevent its "access persons," as such term is defined in Rule 17j-1,
from violating the Code of Ethics. The Sub-Adviser shall notify the
Board upon the adoption of any material change to its Code of Ethics
so that the Board, including a majority of the Trustees who are not
interested persons of the Trust, may approve such change not later
than six months after its adoption by the Sub-Adviser, as required by
Rule 17j-1. The Sub-Adviser also shall provide the Trust with a copy
of any amendments to its Code of Ethics that do not represent a
material change to such Code. Within 45 days of the end of each
calendar year while this Agreement is in effect (or more frequently if
required by Rule 17j-1 or as the Trust may reasonably request), the
Sub-Adviser shall provide the Board with a written report that, as
required by Rule 17j-1: (i) describes any issue arising under the
Sub-Adviser's Code of Ethics or related procedures since the last
report to the Board, including, but not limited to, information about
material violations of the Code or related procedures and sanctions
imposed in response to material violations, and (ii) certifies that
the Sub-Adviser has adopted procedures reasonably necessary to prevent
its access persons from violating its Code of Ethics. Upon the written
request of the Trust, the Sub-Adviser shall permit the Trust to
examine the reports to be made by the Sub-Adviser under Rule 17j-1(d)
and the records the Sub-Adviser maintains pursuant to Rule 17j-1(f).
3. Services Not Exclusive. Except as provided herein, the services
furnished by the Sub-Adviser hereunder are deemed not to be exclusive, and the
Sub-Adviser shall be free to furnish similar services to others so long as it
services under this Agreement are not impaired thereby. The Sub-Adviser and its
affiliates may give advice and take action in the performance of their duties
with respect to any of their clients which may differ from advice given, or the
timing or nature of action taken, with respect to the Fund. Nothing in this
Agreement shall be deemed to impose upon the Sub-Adviser any obligation to
purchase or sell or to recommend for purchase or sale for the Fund any security
or other property which the Sub-Adviser or its affiliates may purchase or sell
for their own account or for the account of any other client, if in the
Sub-Adviser's sole discretion, such action or such recommendation is undesirable
or impractical for the Fund. Nothing in this Agreement shall limit or restrict
the Sub-Adviser or its affiliates from trading for their own account. The
Sub-Adviser and its affiliates or other clients may have or trade in investments
which are at the same time being traded for the Fund. The Sub-Adviser shall have
no obligation to acquire for the Fund a position which the Sub-Adviser or its
affiliates may acquire for their own or the account of another client, so long
as it continues to be the policy and practice of the Sub-Adviser not to favor or
disfavor any client or class of clients in the allocation of investment
opportunities.
4. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.
5. Expenses. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities' commodities and other investments
(including brokerage commissions and other transaction charges, if any)
purchased for the Fund.
6. Compensation. For the services provided and the expenses assumed with
respect to the Fund pursuant to this Agreement, the Sub-Adviser will be entitled
to a fee, computed daily and payable monthly, calculated at the annual rate of
0.48% of the Fund's average daily net assets up to and including $100 million,
and 0.45% of the Fund's average daily net assets over $100 million.
A-3
7. Limitation of Liability. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. The federal and state securities laws impose liabilities under
certain circumstances on persons who act in good faith, and therefore nothing
herein shall in any way constitute waiver or limitation of any rights which the
undersigned may have under any federal and state securities laws.
8. Duration and Termination. Unless sooner terminated, this Agreement
shall continue until January 1, 2005, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by the Board or vote of the lesser of
(a) 67% of the shares of the Fund represented at a meeting if holders of more
than 50% of the outstanding shares of the Fund are present in person or by proxy
or (b) more than 50% of the outstanding shares of the Fund, provided that in
either event its continuance also is approved by a majority of the Trust's
Trustees who are not "interested persons" (as defined in the 1940 Act) of any
party to this Agreement (the "Independent Trustees"), by vote cast in person at
a meeting called for the purpose of voting on such approval. This Agreement is
terminable at any time without penalty, on 60 days' notice, by the Adviser, the
Sub-Adviser or by the Board or by vote of the lesser of (a) 67% of the share of
the Fund represented at a meeting if holders of more than 50% of the outstanding
shares of the Fund are present in person or by proxy or (b) more than 50% of the
outstanding shares of the Fund. This Agreement will terminate automatically in
the event of its assignment (as defined in the 1940 Act) or in the event of the
termination of the management agreement between the Adviser and the Trust (the
"Management Agreement").
9. Sub-Adviser's Representations. The Sub-Adviser hereby represents and
warrants that it is willing and possesses all requisite legal authority to
provide the services contemplated by this Agreement without violation of
applicable law and regulations.
The Sub-Adviser further represents and warrants that the Sub-Adviser has
reviewed the portion of (i) the registration statement filed with the
Commission, as amended from time to time for the Fund (the "Registration
Statement"), in the form received from the Adviser with respect to the
disclosure about the Sub-Adviser and the Fund of which the Sub-Adviser has
knowledge, and except as advised in writing to the Adviser such Registration
Statement, including the prospectus and any supplement contain, as of its date,
no untrue statement of any material fact of which the Sub-Adviser has knowledge
and do not omit any statement of a material fact of which the Sub-Adviser has
knowledge which was required to be stated therein or necessary to make the
statements contained therein not misleading. The Sub-Adviser further agrees to
notify the Adviser of any changes that would cause the Registration Statement,
including the prospectus for the Fund to contain any untrue statement of a
material fact or to omit to state a material fact which is required to be stated
therein or is necessary to make the statements contained therein not misleading,
in each case relating to Sub-Adviser and Fund information of which the
Sub-Adviser has knowledge.
The Sub-Adviser also represents and warrants that for the entire time this
Agreement is in effect and for a period of two years thereafter, the Sub-Adviser
will maintain a claims made bond issued by a reputable fidelity insurance
company against larceny and embezzlement, covering each officer and employee of
the Sub-Adviser, at a minimum level of $3 million which provides coverage for
acts or alleged acts which occur during the period of this Agreement.
10. Use of Names.
(a) The Sub-Adviser acknowledges and agrees that the names MMA Praxis, MMA
Capital Management and MMA Praxis International Fund (whether used by
themselves or in combination with other words), and abbreviations or
logos associated with those names, are the valuable property of the
Adviser and its affiliates; that the Trust, the Adviser and their
affiliates have the right to use such names, abbreviations and logos;
and that the Sub-Adviser shall use the names MMA Praxis, MMA Capital
Management and MMA Praxis International Fund, and associated
abbreviations and logos, only in connection with the Sub-Adviser's
performance of its duties hereunder. Further, in any written
communication with the public and in any marketing communications of
any sort, the Sub-Adviser agrees to obtain prior written approval from
A-4
the Adviser before using or referring to MMA Praxis, MMA Capital
Management or MMA Praxis International Fund or any abbreviations or
logos associated with those names; provided that nothing herein shall
be deemed to prohibit the Sub-Adviser from referring to the
performance of the Fund in the Sub-Adviser's marketing material as
long as such marketing material does not constitute "sales literature"
or "advertising" for the Fund, as those terms are used in the rules,
regulations and guidelines of the Commission and the National
Association of Securities Dealers, Inc.
(b) The Adviser acknowledges and agrees that in any written communication
with the public and in any marketing communications of any sort, the
Adviser will obtain prior written approval from the Sub-Adviser before
referring to the Sub-Adviser or any abbreviations or logos associated
with the Sub-Adviser.
11. Indemnifications.
(a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and
the Trust against any losses, expenses, claims, damages or liabilities
(or actions or proceedings in respect thereof), to which the Adviser
or the Trust may become subject arising out of or based on the breach
by the Sub-Adviser of any provisions of this Agreement or any wrongful
action by the Sub-Adviser; provided, however, that the Sub-Adviser
shall not be liable under this paragraph in respect of any loss,
expense, claim, damage or liability to the extent that a court having
jurisdiction shall have determined by a final judgment, or independent
counsel agreed upon by the Sub-Adviser and the Adviser or the Trust,
as the case may be, shall have concluded in a written opinion, that
such loss, expense, claim, damage or liability resulted primarily from
the Adviser's or the Trust's willful misfeasance, bad faith or gross
negligence or by reason of the reckless disregard by the Adviser or
the Trust of its duties. The foregoing indemnification shall be in
addition to any rights that the Adviser or the Trust may have at
common law or otherwise. The Sub-Adviser's agreements in this
paragraph shall, upon the same terms and conditions, extend to and
inure to the benefit of each person who may be deemed to control the
Adviser or the Trust, be controlled by the Adviser or the Trust, or be
under common control with the Adviser or the Trust and their
affiliates, trustees, officers, employees and agents. The
Sub-Adviser's agreements in this paragraph shall also extend to any of
the Trust's, Fund's and Adviser's successors or the successors of the
aforementioned affiliates, trustees, officers, employees or agents.
(b) The Adviser agrees to indemnify and hold harmless the Sub-Adviser
against any losses, expenses, claims, damages or liabilities (or
actions or proceedings in respect thereof), to which the Sub-Adviser
may become subject arising out of or based on the breach by the
Adviser of any provisions of this Agreement or the Management
Agreement, or any wrongful action by the Adviser or its affiliates in
the distribution of the Fund's shares, or any wrongful action by the
Trust other than wrongful action that was caused by the breach by the
Sub-Adviser of the provisions of this Agreement; provided, however,
that the Adviser shall not be liable under this paragraph in respect
of any loss, expense, claim, damage or liability to the extent that a
court having jurisdiction shall have determined by a final judgment,
or independent counsel agreed upon by the Adviser and the Sub-Adviser
shall have concluded in a written opinion, that such loss, expense,
claim, damage or liability resulted primarily from the Sub-Adviser's
willful misfeasance, bad faith or gross negligence or by reason of the
reckless disregard by the Sub-Adviser of its duties. The foregoing
indemnification shall be in addition to any rights that the
Sub-Adviser may have at common law or otherwise. The Adviser's
agreements in this paragraph shall, upon the same terms and
conditions, extend to and inure to the benefit of each person who may
be deemed to control the Sub-Adviser, be controlled by the Sub-Adviser
or be under common control with the Sub-Adviser and to each of the
Sub-Adviser's and to each such person's respective affiliates,
trustees, officers, employees and agents. The Adviser's agreements in
this paragraph shall also extend to any of the Sub-Adviser's
successors or the successors of the aforementioned affiliates,
trustees, officers, employees or agents.
12. Amendment of this Agreement. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
13. Governing Law. This Agreement shall be governed by and its provisions
shall be construed in accordance with the laws of the State of Delaware.
A-5
14. Notices. All notices, instructions, or advice permitted or required
under this Agreement shall be deemed to have been properly given if sent by
registered U.S. mail, first class postage prepaid, return receipt requested, or
by overnight courier, all addressed as follows:
If to the Fund:
Attention: John Liechty
MMA Capital Management
1110 N. Main Street
Goshen, IN 46526
Fax Number 219-534-4381
If to the Sub-Adviser:
Attention: Pamela Rose
Evergreen Investment Management Company, LLC
401 South Tryon Street, Suite 500
Charlotte, NC 28288
Fax Number 704-383-1869
15. The Fund and the Adviser acknowledge receipt of the Sub-Adviser's Form
ADV, Part II, at least 48 hours in advance of entering into this Agreement.
16. Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be effective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms or provisions of this Agreement in any
other jurisdiction.
IN WITNESS WHEREOF, the parties thereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
MENNO INSURANCE SERVICE, INC. d/b/a MMA
CAPITAL MANAGEMENT
By: _____________________________________
Name: ___________________________________
Title: __________________________________
EVERGREEN INVESTMENT MANAGEMENT
COMPANY, LLC
By: _____________________________________
Name: ___________________________________
Title: __________________________________
A-6
Appendix 1
Dates Relating to the Current Sub-Advisory Agreement
Date Current Date Current Date to which Date Current
Date of Agreement Agreement Last Current Agreement
Commencement Became Approved by Agreement was was Last
of Operations Effective With Board with Last Continued Approved by
Fund of Fund* Respect to Fund Respect to Fund for Fund Shareholders
- ---------------- --------------- ----------------- ------------------- ----------------- ----------------
MMA Praxis April 1, 1997 October 8, 1998 November 18, 2002 January 1, 2004 August 17, 1998
International
Fund
- ----------
* Represents the date on which the series began operations as an investment
company.
Appendix 2
Fee Rates Payable under the Current Sub-Advisory Agreement and the New
Sub-Advisory Agreement
Aggregate
Amount
Oechsle
Would Have
Received
Aggregate During the
Amount of Fiscal Year
Oechsle's Fee Ended
Fee Rate Fee Rates during the December 31,
Payable to Payable to Fiscal Year 2002 under
Oechsle under Evergreen Ended the Fee Rates
the Current under the New December 31, under the New Percentage
Fund Agreement Agreement 2002 Agreement Difference
- ----------------- --------------- --------------------- --------------- --------------- -----------
MMA Praxis 0.50% 0.48% of the Fund's $456,560 $434,983 4.7%
International average daily net
Fund assets up to and
including $100
million, and 0.45%
of the Fund's
average daily net
assets over $100
million
Appendix 3
Directors and Principal Executive Officers of Evergreen
Name Position and Principal Occupation Address
- ---- --------------------------------- -------
W. Douglas Munn Executive Managing Director, Evergreen Investments
Chief Operations Officer and 200 Berkeley Street
Head of Mutual Funds Boston, MA 02116
Dennis H. Ferro President, Chief Executive Officer Wachovia Corporation
and Chief Investment Officer 401 S. Tryon Street
Charlotte, NC 28288
James F. Angelos Chief Compliance Officer, Evergreen Investments
Senior Vice President -- Boston 200 Berkeley Street
Boston, MA 02116
Michael H. Koonce Secretary, Chief Legal Officer Evergreen Investments
200 Berkeley Street
Boston, MA 02116
Richard S. Gershen Executive Managing Director and Wachovia Corporation
Chief Operating Officer 401 S. Tryon Street
Charlotte, NC 28288
Thomas W. Trickett Chief Financial Officer Wachovia Corporation
401 S. Tryon Street
Charlotte, NC 28288
Barbara A. Lapple Chief Compliance Officer -- Wachovia Corporation
Charlotte 401 S. Tryon Street
Charlotte, NC 28288
Directors and Principal Executive Officers of Oechsle
Name Position and Principal Occupation Address
- ---- --------------------------------- -------
L. Sean Roche Managing Principal, COO and Oechsle International
Portfolio Manager/Research Analyst Advisors, LLC
One International Place
Boston, MA 02110
Stephen P. Langer Principal and Director of Marketing Oechsle International
Advisors, LLC
One International Place
Boston, MA 02110
S. Dewey Keesler, Jr. Principal, Chief Investment Officer Oechsle International
and Portfolio Manager/Research Advisors, LLC
Analyst One International Place
Boston, MA 02110
Warren R. Walker Principal, Director of OIA Ltd. and Oechsle International
Portfolio Manager/Research Analyst Advisors, LLC
One International Place
Boston, MA 02110
Appendix 4
Fees Paid to Oechsle under the Current Agreement
Fees Paid to Oechsle under the Current Agreement
Fund During Fiscal Year Ended December 31, 2002
- ------------------------------------ -------------------------------------------------
MMA Praxis International Fund $456,560
Appendix 5
Fees Paid by the Funds to Affiliates of Evergreen During
the Fiscal Year Ended December 31, 2002.
Fund Fees Paid*
- ------------------------------------------- -----------
MMA Praxis Intermediate Income Fund $ 26
MMA Praxis Core Stock Fund $221
MMA Praxis International Fund $319
MMA Praxis Value Index Fund $ 0
- ----------
* These fees were paid to First Clearing Corporation, an affiliate of
Evergreen, for 12b-1 fees on shares sold during the fiscal year ended
December 31, 2002. It is expected that these services will continue to be
provided if shareholders of the International Fund approve the New
Agreement.
Fees Paid by the Funds to Affiliates of Oechsle During
the Fiscal Year Ended December 31, 2002.
Fund Fees Paid
- ------------------------------------------- ----------
MMA Praxis Intermediate Income Fund $0
MMA Praxis Core Stock Fund $0
MMA Praxis International Fund $0
MMA Praxis Value Index Fund $0
Appendix 6
Fund Shares Outstanding on the Record Date
Fund Class Shares Outstanding on Record Date
- ---------------------------------------- --------- ----------------------------------
MMA Praxis Intermediate Income Fund Class A 3,827,767.661
MMA Praxis Intermediate Income Fund Class B 4,364,960.477
MMA Praxis Core Stock Fund Class A 3,067,556.914
MMA Praxis Core Stock Fund Class B 10,116,495.832
MMA Praxis International Fund Class A 10,244,937.543
MMA Praxis International Fund Class B 2,306,266.062
MMA Praxis Value Index Fund Class A 2,884,324.408
MMA Praxis Value Index Fund Class B 612,816.324
Appendix 7
5% Beneficial Owners of Fund Shares as of the Record Date
Name and Address of Amount and Nature of Percentage of
Title of Class of Shares Beneficial Owner* Beneficial Ownership Class Owned
- --------------------------- ------------------------------ ---------------------- --------------
MMA Praxis Core Stock Charles Schwab & Co., Inc. 542,930.906 17.70%
Fund -- Class A Special Cust. Acct. for the
Exclusive
101 Montgomery St.
San Francisco, CA 94104
MMA Praxis Core Stock MMATCO LLP 474,328.662 15.46%
Fund -- Class A 1110 N. Main St.
Goshen, IN 46528
MMA Praxis Core Stock Reliance Trust Co. Custodian 201,272.722 6.56%
Fund -- Class A FBO SBM Transport LLC 401
PO Box 48449
Atlanta, GA 30362
MMA Praxis Core Stock Donaldson Lufkin Jenrette 162,756.14 5.31%
Fund -- Class A Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
MMA Praxis Intermediate MMATCO LLP 1,232,163.635 32.19%
Income Fund -- Class A 1110 N. Main St.
Goshen, IN 46528
MMA Praxis Intermediate The Mennonite Foundation 871,966.088 22.78%
Income Fund -- Class A Dwight & Fannie Heatwole Gift
P.O. Box 483
Goshen, IN 46527
MMA Praxis Intermediate Mennonite Mutual Aid 430,045.624 11.23%
Income Fund -- Class A Association/MSA
Donald Lamar EBY
1110 N. Main St.
P.O. Box 483
Goshen, IN 46528
MMA Praxis Intermediate Donaldson Lufkin Jenrette 326,404.239 7.48%
Income Fund -- Class B Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
MMA Praxis International The Mennonite Foundation 4,038,599.102 39.42%
Fund -- Class A P.O. Box 483
Reinvest
Goshen, IN 46527-0483
MMA Praxis International Mennonite Retirement Trust 2,479,320.905 24.20%
Fund -- Class A P.O. Box 483
Attn: Marlo Kauffman
Goshen, IN 46527
Name and Address of Amount and Nature of Percentage of
Title of Class of Shares Beneficial Owner* Beneficial Ownership Class Owned
- --------------------------- ---------------------------- ---------------------- ---------------
MMA Praxis International Charles Schwab & Co. Inc. 1,289,257.641 12.58%
Fund -- Class A Special Cust. Acct. for the
Exclusive
101 Montgomery St.
San Francisco, CA 94104
MMA Praxis International MMATCO LLP 562,010.042 5.49%
Fund -- Class A 1110 N. Main St.
Goshen, IN 46528
MMA Praxis International Donaldson Lufkin Jenrette 187,294.354 8.12%
Fund -- Class B Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
MMA Praxis Value Index Mennonite Retirement Trust 1,122,518.478 38.92%
Fund -- Class A P.O. Box 483
Attn: Marlo Kauffman
Goshen, IN 46527
MMA Praxis Value Index The Mennonite Foundation 897,961.987 31.13%
Fund -- Class A P.O. Box 483
Reinvest
Goshen, IN 46527-0483
MMA Praxis Value Index MMATCO LLP 155,924.733 5.41%
Fund -- Class A 1110 N. Main St.
Goshen, IN 46528
MMA Praxis Value Index Donaldson Lufkin Jenrette 61,982.024 10.11%
Fund -- Class B Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
- ----------
* Each entity set forth in this column is the shareholder of record and may be
deemed to be the beneficial owner of certain of the shares listed for
certain purposes under the securities laws, although certain of the entities
generally do not have an economic interest in these shares and would
ordinarily disclaim any beneficial ownership therein.
Appendix 8
Investment Companies Advised by Evergreen with Similar Investment Objectives
Expense Waiver or
Name of Approximate Net Assets Rate of Compensation Reduction by
Investment Company (as of September 30, 2003) Payable to Evergreen Evergreen?
- --------------------------- ---------------------------- ---------------------- ------------------
Evergreen International $1,372,000,000 0.50% NO
Equity Fund
[FORM OF PROXY CARD]
The shares represented by a properly executed proxy card will be
voted as specified on the proxy card. If no specification is
made, the shares will be voted "FOR" all items, as applicable.
[FUND NAME] (THE "FUND") THIS PROXY IS SOLICITED BY THE
A SERIES OF MMA PRAXIS BOARD OF TRUSTEES
MUTUAL FUNDS (THE "TRUST") SPECIAL MEETING OF SHAREHOLDERS
December 17, 2003 - 10:00 A.M. EASTERN TIME
The undersigned hereby revokes all previous proxies for his or her shares and
appoints Walter Grimm and Trent Statczer and each of them, with full power of
substitution, as Proxies, and hereby authorizes them to vote as designated
below, as effectively as the undersigned could do if personally present, all the
shares of the Fund held of record by the undersigned on October 29, 2003, at the
Special Meeting of Shareholders, or any adjournment(s) thereof, to be held at
10:00 a.m. Eastern Time on December 17, 2003 at 3435 Stelzer Road, Columbus,
Ohio 43219. The undersigned acknowledges receipt of the Notice of Special
Meeting and Proxy Statement dated November 17, 2003.
PLEASE VOTE, SIGN, DATE AND RETURN THIS
PROXY IMMEDIATELY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
Dated: ____________________________
----------------------------------------
----------------------------------------
(Signature) (Sign in the Box)
Please sign exactly as your name or
names appear at left. When shares are
held by joint tenants, both should sign.
If signing as attorney, executor,
trustee or in any other representative
capacity, or as a corporate officer,
please give full title. Please date the
proxy.
Please fill in boxes as shown using black or blue ink or number 2 pencil. [X]
PLEASE DO NOT USE FINE POINT PENS.
1. Approval of the election of the following nominees FOR WITHHOLD FOR
as Trustees of the Trust: (01) Howard L. Brenneman, ALL ALL ALL
(02) Bruce Harder, (03) Karen Klassen Harder, (04) EXCEPT
Richard Reimer, (05) R. Clair Sauder, (06) Donald E.
Showalter and (07) Allen J. Yoder, Jr. [ ] [ ] [ ]
(INSTRUCTIONS: To withhold authority to vote for any
individual, write the nominee's(s') name(s) on the
space provided below.)
- ----------------------------------------------------
2. (For Shareholders of MMA Praxis International Fund FOR AGAINST ABSTAIN
only) Approval of a new Sub-Advisory Agreement between [ ] [ ] [ ]
the Fund's investment adviser and Evergreen Investment
Management Company, LLC.
3. Ratification of the selection of Ernst & Young LLP [ ] [ ] [ ]
as the independent accountants for the Fund.
If any other matters properly come before the Special Meeting,
the Proxies will vote in their discretion on such matters as
they deem in the best interests of the Fund.
(PLEASE SIGN AND DATE ON REVERSE)