VOTING REQUIREMENTS

To be elected, provided a quorum is present, each Nominee must receive a plurality of the shares voted, meaning the six candidates who receive the most votes will be elected. If as expected no other individuals stand for election and a quorum is present at the Meeting, all of the Nominees will be elected.

Shareholders Entitled to Vote

The Trustees have fixed the close of business on November 29, 2018August 30, 2019 as the record date (“Record Date”) for the Special Meeting. Shareholders of record at the close of business on the Record Date are entitled to Notice of the Special Meeting and to vote on the Proposal and any other matter that properly comes before the Special Meeting.

As of the Record Date, there were 25,006,542.936131,053,921outstanding shares of the Trust.Appendix B lists, as of the Record Date, person(s) that owned of record, or were known by the Trust to own beneficially, 5% or more of a class of Fund outstanding.shares. As of December 31, 2018, the Trust’s Trustees and officers, as a group, owned less than 1 percent of the shares of each Fund.

How Votes will be Counted

Shareholders of all Funds will vote collectively on the Proposal. Each whole share of a Fund is entitled to one vote and each fractional share is entitled to a proportionate fractional vote.

Quorum

Quorum is the minimum percentage of shares that must be present at the Special Meeting, whetherin-person or represented by proxy, to conduct business at the Special Meeting. Quorum varies based on the item being considered. Quorum for acting on the Proposal is 50%1/3 of the outstanding shares as of the Record Date. Quorum for acting on most other matters, if any, that might be considered at the Special Meeting is 33^1/3% of the outstanding shares as of the Record Date. Quorum for considering adjournments is the number of shares present.

5

Vote Required to Approve Proposal

Approval of the Proposal requires the affirmative vote of a majority of the outstanding shares of the Fund, as defined underTrust on the 1940 Act. In this context, that means 67% of the votes cast or 12,503,271.468 votes, whichever is less.Record Date.

How Votes will be CountedVoting In-Person or by Proxy

Each whole share of the Fund is entitled to one vote as to any matter on which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote.

Shares may be voted in person or by proxy. All shareholders are invited to attend the Special Meeting in person. Even if you plan to attend in person, however, please vote at your earliest convenience in advance of the Special Meeting at your earliest convenience.Meeting. That helps ensure a quorum is present, which could reduce costs by avoiding potential adjournments. If you plan to attend in person, please be sure to bring proof of ownership of your Fund shares and proper identification.

A proxy, if properly executed, duly submitted and not revoked, will be voted in accordance with the specifications thereon. A proxy that is properly executed but has no voting instructions as to the Proposal will be voted for the Proposal. Abstentions and “brokernon-votes” will be counted as shares present for purposes of determining whether a quorum is present but not as votes cast, whichand, assuming a quorum is present, will have no effect on the same effect as aoutcome of the vote. Broker non-votes will be excluded from any vote againstto adjourn the Proposal.Meeting and, accordingly, will not affect the outcome of an adjournment vote. “Brokernon-votes” are shares held by a broker or nominee for which an executed proxy is received by the Fund, but are not voted as to the Proposal because instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power.

Pursuant to the rules and policies of the New York Stock Exchange (“NYSE”), broker-dealers that are members of the NYSE that have not received instructions from their customers may vote on the Proposal without those instructions, which limits the likelihood of receiving broker non-votes. A shareholder may revoke a proxy at any time prior to its tabulation at the Special Meeting by: (i) filing with the Secretary of the Trust a written instrument revoking the proxy, (ii) submitting a proxy bearing a later date, or (iii) attending and voting at the Special Meeting.

Adjournment of the Special Meeting

The Special Meeting may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning the Special Meeting to another date and time, whether or not a quorum is present, and the Special Meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice.

Method of Solicitation

No proxy solicitor has been retained. The principal solicitation will be by mail. In addition to solicitation by mail, proxiesProxies may be solicited by officers, employees or agents of the Fund by telephone, internet or in person at no cost to the Fund.

Five Percent Owners of Fund Shares

As of the Record Date, the following person(s) owned of record or were known by the International Fund to own beneficially 5% or more of the Fund’s shares:

GENERAL INFORMATION

Ownership of Fund Shares by Trustees and Officers

As of the Record Date, all Trustees and Fund officers as a group owned of record or beneficially less than 1% of the outstanding shares of the Fund. The Trustees intend to vote all of their shares in favor of the Proposal.

6

GENERAL INFORMATION

Investment Adviser

The Fund’s principal investment adviser is Everence Capital Management, Inc. (“Adviser”), 1110 North Main Street, Goshen, IN 46528. The Adviser is an investment management firm that pursues company selection informed by values and ESG factors, shareholder advocacy and community investing to make a positive impact on the world. As of September 30, 2018, the Adviser had approximately $1.35 billion of assets under management.

Sub-Adviser

The Fund’s investmentsub-adviser is Aperio Group, LLC(“Sub-Adviser”), Three Harbor Drive, Suite 204, Sausalito, CA 94965. TheSub-Adviser is a quantitative/index-oriented investment management firm, specializing in three areas: active tax management, factor tilts, and Socially Responsive Indexing/ ESG. As of September 30, 2018, theSub-Adviser had approximately $27.8 billion of assets under management.

The principal executive officer of theSub-Adviser is Patrick Geddes, who has served as chief executive officer of theSub-Adviser since 1999. TheSub-Adviser does not have a board of directors. The name and principal occupation of each member of the board of directors of Holdings, theSub-Adviser’s immediate parent, is provided in the following table.

Administrator. The Fund’s administrator is Foreside Management Services, LLC, Three Canal Plaza, Suite 100, Portland, ME 04104.

Principal Underwriter. The Fund’s principal underwriter is Foreside Financial Services, LLC, Three Canal Plaza, Suite 100, Portland, ME 04104.

Custodian. The Fund’s custodian is U.S. Bank National Association, 1555 N. Rivercenter Dr.,MK-WI-S302, Milwaukee, WI 53212.

Transfer Agent. The Fund’s transfer agent and dividend disbursing agent is U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701.

7

Proxy Administrator. AST Fund Solutions, LLC, 48 Wall Street, 22^nd Floor, New York, NY 10005, has been retained, at the expense of theSub-Adviser, to assist with voting instruction activities (including assembly and mailing of materials to shareholders and tallying the votes).

Other Business to be Conducted at the Special Meeting

Neither the Trust nor the Board of Trustees knows of any matters to be presented at the Special Meeting other than the Proposal. If other business should properly come before the Special Meeting, which is unlikely, the proxy holders will vote thereon in accordance with their respective judgment.

Submitting a Shareholder Proposal

The Trust is not required to hold regular annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a future proxy statement for a future meeting may send their written proposals to: Secretary of the Trust, c/o Everence Capital Management, Inc., 1110 North Main Street, Goshen, IN 46528. Shareholder proposals must be received by the Trust within a reasonable period of time before any such meeting in order for the proposals to be considered. Shareholders also must comply with certain procedural requirements. The timely submission does not guarantee inclusion.

Costs Associated with the Special Meeting

TheSub-Adviser has agreed to bear the costs

Costs and expenses that would otherwise be incurred by the Fundin connection with regard to preparing filing and mailing this Proxy Statement, and related materials, assistance with voting instruction activities (including assembly and mailing of materials to shareholders and tallying the votes),soliciting proxies and holding the Special Meeting.

Commissions Paid to Affiliates

ForMeeting will be paid by the year ended December 31, 2017 no commissions onFunds (“Proxy Costs”). Each Fund portfolio transactions were paid to the Adviser, theSub-Adviser, the Distributor, the Administrator, or any of their affiliates.

Board Approvals

All but onewill bear an allocated portion of the current Trusteescommon Proxy Costs based on its relative asset levels and amounts specifically attributable to a particular Fund, if any, will be borne by that Fund. The Proxy Costs are Independent Trustees, meaning they are not “interested persons” of the Fund, Adviser,Sub-Adviser or Distributor, and that they are not partiesestimated to the Fund’s advisory orsub-advisory agreements. The “interested” Trustee is the chief executive officer of the Adviser. All Board approvals that are described in this Proxy Statement, such as the determination to approve the Proposal and recommend shareholder approval of the Proposal, were approved unanimously by all of the Trustees, including all of the Independent Trustees.total $76,250.

Contacting the Board of TrusteesNominees

Shareholders wishing to submit written communications to the Board of Trustees should send their communications to Praxis Mutual Funds Board of Trustees,

The contact information for each Nominee is c/o Everence Capital Management, Inc., 1110 North Main Street, Goshen, IN 46528.

Copies of Shareholder Reports

The Trust’s annual report for the fiscal year ended December 31, 2017 and the semi-annual report for the period ended June 30, 2018 were previously sent to shareholders and are available online atwww.praxismutualfunds.com. CopiesExecutive Officers of the reports are available without charge upon request by contacting the Trust by:

8The business and affairs of the Trust are managed under the direction of the Board of Trustees under the Trust’s Agreement and Declaration of Trust (“Declaration of Trust”). Trust officers are appointed by the Board of Trustees to oversee the day-to-day activities of each Fund.Appendix C contains information about the officers.

Shareholders at the Same Address

Shareholders who share an address and who have consented to receive one copy of each shareholder report and proxy statement, rather than a separate copy for each shareholder at that address, will receive one copy of this proxy statement, unless the Trust has received contrary instructions from at least one of the shareholders at that address. Additional copies of this proxy statement are available without charge by contacting the Trust at the above address or telephone number. In addition, shareholders who share an address and currently receive multiple copies of each shareholder report and proxy statement may contact the Trust at the above address or telephone number to request a single copy of each.

Copies of Shareholder Reports

The Trust’s annual report for the fiscal year ended December 31, 2018 was previously sent to shareholders and is available online atwww.praxismutualfunds.com. A copy of the report is available upon request without charge by contacting the Trust:

Key Service Providers

Investment Adviser. The Funds’ principal investment adviser is Everence Capital Management, Inc. (“Adviser”), 1110 North Main Street, Goshen, IN 46528.

Investment Sub-Adviser. The International Index Fund’s investment sub-adviser isAperio Group, LLC, Three Harbor Drive, Suite 315, Sausalito, CA 94965.

Administrator. The Funds’ administrator is Foreside Management Services, LLC, 690 Taylor Road, Suite 210, Gahanna, OH 43230.

Principal Underwriter.The Funds’ principal underwriter is Foreside Financial Services, LLC,Three Canal Plaza, Suite 100, Portland, ME 04101.

Custodian. The Fund’s custodian is U.S. Bancorp Fund Services LLC, 1555 N. Rivercenter Drive, MK-WI-S302, Milwaukee, WI 53212.

Transfer Agent. The Funds’ transfer agent and dividend disbursing agent is U.S. Bancorp Fund Services LLC, P.O. Box 701, Milwaukee, WI 53201-0701.

Independent Registered Public Accounting Firm. The Funds’ independent registered public accounting firm is Cohen & Company, Ltd. (“Cohen”), 1350 Euclid Ave., Suite 800, Cleveland, OH 44115, provides audit services and review of certain documents to be filed with the SEC.Appendix D contains additional information about Cohen.

Proxy Administrator. AST Fund Solutions, LLC, 48 Wall Street, 22^nd Floor, New York, NY 10005, has been retained by the Trust to assist with voting instruction activities (including assembly and mailing of materials to shareholders and tallying the votes).

TO HELP ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING, PLEASE:

(A self-addressed, postage-paid envelope is enclosed for your convenience)

OR

(Follow the instructions on your proxy card)card(s))

OR

(Follow the instructions on your proxy card)card(s))

PLEASE NOTE:UNLESS PROVIDED IN PERSON AT THE SHAREHOLDER MEETING, VOTES MUST BE RECEIVED IN ADVANCE OF THE SPECIAL MEETING. VOTES CAST BY MAIL MUST BE RECEIVED AT THE ADDRESS SHOWN ON THE ENCLOSED POSTAGE PAID ENVELOPE.PLEASE VOTE AT YOUR EARLIEST CONVENIENCE.ENVELOPE.

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE YOUR SHARES AT YOUR EARLIEST CONVENIENCE IN ADVANCE. THAT HELPS ENSURE A QUORUM IS PRESENT, WHICH COULD REDUCE COSTS BY AVOIDING POTENTIAL ADJOURNMENTS.

/s/ Marlo J. Kauffman
Marlo J. Kauffman
Vice President	Vice-President and Secretary Praxis Mutual Funds
December 28, 2018October 2, 2019

9

Appendix A

INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENTmadeStatement of Policy on Criteria for Identifying and Selecting Trustee Candidates

This Statement of Policy reflects the Independent Trustees’ views on appropriate criteria to assist in evaluating Trustees of the Trust for future vacancies. It does not contain an exhaustive list and is not intended to serve as a set of absolute requirements. Rather, these are guidelines that the Committee will use as a starting point for evaluating the qualifications of potential Trustee candidates.

I. Criteria for Independent and Management Trustee Candidates

WHEREAS, Praxis Mutual Funds (the “Trust”) is registered asII. Additional Criteria for Independent Trustee Candidates

III. Procedures and Requirements for Independent Trustee Candidates Recommended by Shareholders

A. Requirements for Nominees

In addition to the criteria in Sections I and II, Independent Trustee candidates recommended by shareholders must meet the following additional requirements:

B. Requirements for Nominating Shareholder or Shareholder Group

The nominating shareholder or shareholder group must also meet the following requirements:

WHEREAS, the Adviser has been appointed investment adviserC. Making a Submission

The names of shareholder candidates must be submitted to the Fund; andTrust’s Secretary or any member of the Committee in writing at the address of the Trust. Sufficient background information about the candidate also must be provided to enable the Committee to assess the candidate’s qualifications in light of the Committee’s selection guidelines. Sufficient information about the submitting shareholder or shareholder group must also be provided to enable the Committee to assess its qualifications to make the submission.

WHEREAS, theSub-Adviser has been appointed investmentsub-adviser

The submission to the Trust’s Secretary or Committee member must include:

Shareholders recommending candidates must comply with these requirements at the time of submitting their candidate.

D. Limitations and Deadlines

A nominating shareholder or shareholder group may not submit more candidates than the number of Board vacancies. The Committee will consider all candidates whose names are submitted by qualifying shareholders a reasonable time in advance of when the Committee makes its nominations. If shareholders will be asked to elect nominees, the candidate information must be submitted a reasonable time in advance of the scheduled shareholder meeting.

Appendix B

Information about 5% Owners

As of the Record Date, the following person(s) owned of record, or were known by the Trust to own, beneficially 5% or more of a class of Fund shares.

Appendix C

Trust Officers

The following table shows information about the executive officers of the Trust.

Appendix D

Information about Independent Auditors

Cohen serves as the independent registered public accounting firm for the Funds. In accordance with Public Company Accounting Oversight Board requirements, Cohen has served as investment sub-adviserconfirmed to the Fund since December 31, 2010, initially pursuant to a written contract dated December 31, 2010 (“Original Agreement”) and subsequently pursuant to an interimsub-advisory agreement dated October 3, 2018 (“Interim Agreement”), pursuant to whichAudit Committee that it currently serves as investmentsub-adviseris “independent” with respect to the Fund; and

WHEREAS, the Interim Agreement will terminate on or before March 2, 2019; and

WHEREAS, the Adviser and theSub-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 Adviser desires to retain theSub-Adviser to assist it in the provision of a continuous investment program for the Fund; and

WHEREAS, theSub-Adviser is willing to furnish such services upon terms and conditions herein set forth;

WHEREAS, the Board of Trustees of the Trust (the “Board”) and the Fund’s existing shareholder(s) have approved this Agreement inFunds. In accordance with the 1940 Act;Act, the Audit Committee and Board have approved Cohen’s engagement. It is not expected that representatives of Cohen will be present at the Meeting, and, therefore, they will not be making a statement and will not be available to respond to questions.

NOW, THEREFOREFees paid to Independent Auditors, in consideration

Audit Fees

The aggregate fees billed for each of the premiseslast two fiscal years for professional services rendered by Cohen for the audit of the Funds’ annual financial statements and mutual covenants herein contained, it is agreed betweenservices that are normally provided by Cohen in connection with statutory and regulatory filings or engagements for those fiscal years are as follows:

2018 Fiscal Year: $119,500

2017 Fiscal Year: $119,500

Audit-Related Fees

The aggregate fees billed in each of the parties hereto as follows;

1.Appointment.The Adviser hereby appoints theSub-Adviser to act as investmentsub-adviserlast two fiscal years for assurance and related services by Cohen that are reasonably related to the Fund. Intendingperformance of the audit or review of the Funds’ financial statements (excluding fees for services reported above as “audit fees”) are as follows:

2018 Fiscal Year: $0

2017 Fiscal Year: $0

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by Cohen to be legally bound, theSub-Adviser accepts such appointment Funds for tax compliance, tax advice, and agreestax planning are as follows:

2018 Fiscal Year: $31,500

2017 Fiscal Year: $31,500

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by Cohen to the Funds (excluding fees for audit, audit-related and tax services) are as follows:

2018 Fiscal Year: $0

2017 Fiscal Year: $0

Aggregate Non-Audit Fees*

The aggregate fees billed in each of the last two fiscal years for non-audit services provided by Cohen to the Adviser and its affiliates are as follows:

2018 Fiscal Year: $31,500

2017 Fiscal Year: $31,500

The Audit Committee considered the non-audit services rendered to the Trust’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser, and believes the services are compatible with the principal accountant’s independence.

Audit Committee Pre-Approval Process

During the last two fiscal years, 100% of the audit-related, tax and other services provided to the Trust were pre-approved pursuant to the policies and procedures of the Audit Committee as described below.

Before an auditor is engaged by the Funds to render audit services, the services hereinCommittee shall review and approve the engagement.

The Committee shall review and approve in advance any proposal (except as set forth forin (i) through (iii) below) that the compensation herein provided.

2.Sub-Advisory Services.SubjectFunds employ their auditor to render “permissible non-audit services” to the supervisionFunds. (A “permissible non-audit service” is defined as a non-audit service that is not prohibited by Rule 2-01(c)(4) of Regulation S-X¹ or other applicable law or regulation.) The Committee shall also review and approve in advance any proposal (except as set forth in (i) through (iii) below) that the Adviser, and any entity controlling, controlled by, or under common control with the Adviser that provides ongoing services to the Funds (an “Adviser-affiliated service provider”), employ the Funds’ auditor to render non-audit services, if such engagement would relate directly to the operations and financial reporting of the Board andFunds. As a part of its review, the Adviser,Committee shall consider whether theSub-Adviser shall assist provision of such services is consistent with the Adviser in providing a continuous investment programauditor’s independence. (See also “Delegation” below.)

Pre-approval by the Committee of non-audit services is not required so long as:

(B) with respect to the Fund’s portfolio, including investment researchAdviser and management with respect to all securities and investments and cash equivalents inany Adviser-affiliated service provider, the Fund, except as otherwise provided in Section 6 herein. TheSub-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 theSub-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. TheSub-Adviser may place orders directly with the issuer or any broker or dealer for such securities and investments. TheSub-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 andBy-laws, each as amended from time to time, and resolutions of the Board applicable to the Fund, each as provided to theSub-Adviser by the Adviser. TheSub-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 theSub-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 theSub-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 theSub-Adviser shall direct) and the consummationaggregate amount of all such purchases, sales, deliveries, and investments made pursuant to theSub-Adviser’s direction shall rest upon the custodian for the Fund. The parties hereto also agree that theSub-Adviser shall not receive or vote proxies or other similar solicitations on behalfnon-audit services provided constitutes no more than 5% of the Fund andtotal amount of revenues (of the type that such proxies and other similar solicitations shallwould have to be votedpre-approved by the Adviser in accordance with its procedures. TheSub-Adviser warrants that all actions taken in the exercise of the power herein grantedCommittee) paid to theSub-Adviser will be taken solely auditor by the Funds, the Adviser and exclusively forany Adviser-affiliated service provider during the benefit offiscal year in which the Fund.

A-1

Without limiting the generality of the foregoing, theSub-Adviser further agrees that it:services are provided;

TheSub-Adviser Committee may usedelegate to one or more of its affiliated persons,members (“Delegates”) authority to pre-approve the auditor’s provision of audit services or other parties relatedpermissible non-audit services to theSub-Adviser, as brokers for effecting securities transactions for Funds, or the Fund, and pay, on behalfprovision of non-audit services to the Fund, fair and reasonable brokerage commissions therefor, but only in accordance with procedures adoptedAdviser or any Adviser-affiliated service provider. Any pre-approval determination made by the Fund pursuant to Rule17e-l;

A-2

3.Services Generally Not Exclusive.Except as provided herein, the services furnished by theSub-Adviser hereunder are deemed not to be exclusive, and theSub-Advisera Delegate shall be free to furnish similar services to others so long as it services under this Agreement are not impaired thereby. TheSub-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 respectpresented to the Fund. Nothing in this Agreementfull Committee at its next meeting. The Committee shall be deemed to impose upon theSub-Advisercommunicate any obligation to purchase or sell or to recommend for purchase or sale for the Fund any security or other property which theSub-Adviser or its affiliates may purchase or sell for their own account or for the account of any other client, if in theSub-Adviser’s sole discretion, such action or such recommendation is undesirable or impractical for the Fund. Nothing in this Agreement shall limit or restrict theSub-Adviser or its affiliates from trading for their own account. TheSub-Adviser and its affiliates or other clients may have or trade in investments which are at the same time being traded for the Fund. TheSub-Adviser shall have no obligation to acquire for the Fund a position which theSub-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 theSub-Adviser not to favor or disfavor any client or class of clients in the allocation of investment opportunities.

4.Books and Records.Incompliance with the requirements of Rule3la-3 under the l940 Act, theSub-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. TheSub-Adviser further agrees to preserve for the periods prescribed by Rule31a-2 under the 1940 Act the records required to be maintained by Rule31a-l under the 1940 Act.

5.Expenses.During the term of this Agreement, theSub-Adviser will pay all expenses incurredpre-approval made 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 respector a Delegate to the Fund pursuant to this Agreement,Administrator/Fund Accounting Agent, who will ensure that theSub-Adviser will be entitled to a fee, computed daily and payable monthly, calculated at the annual rate of 0.15% of the Fund’s average daily net assets up to and including $500 million, and 0.13% of the Fund’s average daily net assets over $500 million. The total annual minimum compensation will not be less than $100,000.

A-3

For purposes of calculating the fee payable to theSub-Adviser, “average daily net assets” will exclude those corporate notes issued by organizations that use the note proceeds to fund community development programs by making below-market rate loans to approved community development organizations purchased by the Fund at the direction of the Adviser from time to time (“CDI Notes”), and any and all equity index futures purchased by the Fund at the direction of the Adviser in consideration of the CDI Notes (together, the “Excluded Assets”). TheSub-Adviser does not assume responsibility or liability for managing the Excluded Assets.

7.Limitation of Liability.TheSub-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 theSub-Adviser appropriate disclosure is made in the performance of its duties or from reckless disregard by it of its obligationsFunds’ periodic reports and dutiesother documents as required under this Agreement. Thethe 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 through December 31, 2019, 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 (i) 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 (ii) 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 without penalty, on 60 days’ notice by the Adviser or theSub-Adviser, or without penalty at any time by the Board or by vote of the lesser of (i) 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 (ii) 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.TheSub-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.

TheSub-Adviser further represents and warrants that theSub-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 theSub-Adviser and the Fund of which theSub-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 theSub-Adviser has knowledge and do not omit any statement of a material fact of which theSub-Adviser has knowledge which was required to be stated therein or necessary to make the statements contained therein not misleading. TheSub-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 toSub-Adviser and Fund information of which theSub-Adviser has knowledge.

TheSub-Adviser also represents and warrants that for the entire time this Agreement is in effect and for a period of two years thereafter, theSub-Adviser will maintain a claims made bond issued by a reputable fidelity insurance company against larceny and embezzlement, covering each officer and employee of theSub-Adviser, at a minimum level of $3 million which provides coverage for acts or alleged acts which occur during the period of this Agreement.

A-4

10.Use of Names.

11.Indemnifications.

A-5

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.

14.Notices.All notices, instructions, or advice permitted or required under this Agreement shall be deemed to have been properly given if sent (i) by registered U.S. mail, first class postage prepaid, return receipt requested, (ii) or by overnight courier, or (iii) by facsimile transmission, all addressed as follows:

If to the Fund:

Attention: Legal Counsel

Everence Capital Management, Inc.

1110 N. Main Street

Goshen, IN 46526

Fax Number:

If to theSub-Adviser:

Attention: Chief Compliance Officer

Aperio Group, LLC

Three Harbor Drive Suite 204

Sausalito, CA 94965

Fax Number:

15. On behalf of the Fund, the Adviser acknowledges that it received a copy of theSub-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. This Agreement may be signed in counterparts, each of which shall be deemed an original, and all such counterparts, collectively, shall constitute one and the same Agreement.

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.