The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Praxis Funds
Investing together, impacting the world
Subject to Completion. Date [ ], 2026
[ ], 2026 Prospectus
| Praxis Exchange-Traded Fund | Ticker | Listing Exchange |
| Praxis Impact International ETF | PRXI | NYSE Arca |
2260174
The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
An investment in a Fund is not a bank deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency. An investment in a Fund involves investment risks, and you may lose money in a Fund.
Table of Contents
| Summary Information | |
| Review this important section carefully for the summary of the Fund’s investments, risks, past performance and fees. | |
| [ ] | Praxis Impact International ETF |
| [ ] | Investing in the Fund |
| Investment Objectives, Principal Investment Strategies, and Related Risks | |
| Review this section carefully for additional details about the Fund’s investment objectives, strategies and risks. | |
| [ ] | Praxis Stewardship Investing Philosophy |
| [ ] | Praxis Stewardship Investing Core Values |
| [ ] | ImpactX Framework |
| [ ] | Additional Information |
| [ ] | Praxis Impact International ETF |
| [ ] | Investment Risks |
| [ ] | Disclosure of Portfolio Holdings |
| Shareholder Information | |
| Review this section carefully for details on how shares are valued, how to purchase, sell and exchange shares and related charges, market timing and excessive trading policies and procedures, and payments of dividends and distributions. | |
| [ ] | Pricing of Fund Shares |
| [ ] | Buying and Selling Shares |
| [ ] | Distribution of Fund Shares |
| [ ] | Additional Payments to Broker-Dealer and Other Financial Intermediaries |
| [ ] | Book Entry |
| [ ] | Creations and Redemptions |
| [ ] | Continuous Offering |
| [ ] | Dividends, Distributions and Taxes |
| Fund Management | |
| Review this section carefully for additional details about the Fund’s management. | |
| [ ] | The Investment Adviser |
| [ ] | Portfolio Managers |
| [ ] | The Distributor and Administrator |
| Financial Highlights | |
| Review this section carefully for details on selected financial highlights of the Fund. | |
| [ ] | Introduction |
| [ ] | Praxis Impact International ETF |
| Privacy Policy | |
| Review this policy for information about the Praxis Funds privacy policy and practices. | |
| [ ] | Notice of Privacy Policy and Practices |
| Back Cover | |
| — | Where to Learn More About the Fund |
Throughout this prospectus, the Praxis Funds, including the Praxis Impact International ETF, may be referred to individually as a “Fund” and collectively as the “Funds” or the “Trust”.
SUMMARY INFORMATION
Praxis Impact International ETF
Investment Objective
The Praxis Impact International ETF seeks capital appreciation.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.
| Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fee | [ ]% |
| Other Expenses1 | [ ]% |
| Total Annual Fund Operating Expenses | [ ]% |
| 1 | Pursuant to the management agreement, which has a unitary fee, the Adviser is responsible for paying substantially all expenses of the Fund, except for the management fees and (i) the following Fund operating expenses (if any): interest expenses, dividend and interest expenses related to short sales, taxes, acquired fund fees and expenses, costs of holding shareholder meetings, litigation and potential litigation and other extraordinary expenses not incurred in the ordinary course of the Fund’s business, and payments under the Fund’s 12b-1 plan; and (ii) any non-operating expenses incurred by the Fund, including brokerage commissions and any fees and expenses associated with the Fund’s securities lending program. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other exchange-traded funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all your shares at the end of those periods. The Example also assumes that your investment has a 5 percent return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | |
| $[ ] | $[ ] |
Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. Because the Fund had not commenced operations as of the most recent fiscal year end, no portfolio turnover rate is available for the Fund.
Principal Investment Strategies
The Fund invests primarily in equity securities of foreign companies organized under the laws of, headquartered in, or whose common equity securities are principally traded in countries outside the United States. The Fund seeks to generate performance that reflects the performance of a broad representation of foreign developed markets, as measured by [Morningstar Developed Markets ex-North America Target Market Exposure], its benchmark index. Under normal circumstances, the Fund invests at least 80 percent of the value of its assets in securities of, and investments related to, issuers in the Fund’s benchmark index. Typically, the Fund invests substantially more than 80 percent of the value of its assets in such securities and investments. Investments related to the benchmark index in which the Fund invests consist of American Depositary Receipts (ADRs), which are equity securities that represent shares of foreign companies in the index. The Fund seeks to invest in companies aligned with the Praxis Stewardship Investing core values. The Adviser does this by applying proprietary screens that reflect the Praxis Stewardship Investing core values. In addition, the Fund’s Sub-Adviser uses proprietary optimization techniques, to select securities according to their contribution to the Fund’s overall objective, while seeking to replicate the characteristics of the index, including risk and return characteristics. The Sub-Adviser determines whether to sell an investment based upon its assessment of the relative costs and benefits of continuing to hold an investment versus replacing it with other available investments, in light of the Fund’s investment objective, strategy and the characteristics of the overall portfolio.
|
Praxis Stewardship Investing Core Values
Through various impact strategies, the Fund seeks to support the following core values:
● Respecting the dignity and value of all people
● Building a world at peace and free from violence
● Demonstrating a concern for justice in a global society
● Exhibiting responsible management practices
● Supporting and involving communities
● Practicing environmental stewardship |
Additional information on Praxis’ Stewardship Investing philosophy, core values, screens and other ImpactX strategies can be found in the “Investment Objectives, Principal Investment Strategies and Related Risks” section beginning on page [ ] of the Fund’s Prospectus.
Principal Investment Risks
Market Risk. The Fund is subject to market risk, which means the value of the Fund’s shares will fluctuate based on market conditions and shareholders could lose money. The value of the Fund’s shares could decline significantly and unexpectedly, based on many factors, including national and international political, economic, regulatory, market or other conditions, as well as global events such as war or other conflict, natural or environmental disasters and infectious disease outbreaks. Events in the financial markets and in the broader economy may cause uncertainty and volatility and may adversely affect Fund performance. Events in one market may impact other markets. Future events may impact the Fund in unforeseen ways. Traditionally liquid investments may experience periods of diminished liquidity. The Fund could underperform other investments. Some of the Fund’s holdings may underperform its other holdings.
Foreign Investment Risk. Because the Fund invests primarily in foreign securities, it is subject to foreign investment risks, which are the additional risks presented by foreign investments, such as changes in currency exchange rates, a lack of adequate company information, political instability, and market and economic developments abroad. In addition, markets and economies throughout the world are becoming increasingly interconnected and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region.
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Index Investing Risk. Because the Fund is designed to track the performance of an index, securities may be purchased, retained or sold at times when a more actively managed fund would not do so. If the value of securities that are heavily weighted in the index change, you can expect a greater risk of loss than if the Fund had a lower weighting to those securities. In addition, because the Fund uses optimization techniques to construct its portfolio and does not hold all securities in the index, it is subject to optimization risk, which is the risk that the performance of the Fund may vary from the performance of the index due to imperfect correlation between the Fund’s holdings and the index components. This is also known as tracking error.
Authorized Participant Concentration Risk. Only an authorized participant may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of intermediaries that act as authorized participants and none of these authorized participants is or will be obligated to engage in creation or redemption transactions. There can be no assurance that an active trading market for the Fund’s shares will develop or be maintained. To the extent that these intermediaries exit the business or are unable to or choose not to proceed with creation and/or redemption orders with respect to the Fund, such as during periods of market stress, and no other authorized participant creates or redeems, shares may trade at a premium or discount to net asset value (“NAV”) and possibly face trading halts and/or delisting.
Industry Concentration Risk. In following its methodology, the underlying index from time to time may be concentrated to a significant degree in securities of issuers located in a single industry or group of industries. To the extent that the index concentrates in the securities of issuers in a particular industry or group of industries, the Fund also may concentrate its investments to approximately the same extent. By concentrating its investments in an industry or group of industries, the Fund may face more risks than if it were diversified broadly over numerous industries or groups of industries.
Trading Risk. The market prices of shares are expected to fluctuate, in some cases materially, in response to changes in the Fund’s NAV, the intra-day value of the Fund’s holdings, and supply and demand for shares. The Adviser cannot predict whether shares will trade above, below or at their NAV. Disruptions to creations and redemptions, the existence of significant market volatility or potential lack of an active trading market for the shares (including through a trading halt), as well as other factors, may result in the shares trading significantly above (at a premium) or below (at a discount) to NAV or to the intraday value of the Fund’s holdings. You may pay significantly more or receive significantly less than NAV during periods when there is a significant premium or discount. Buying or selling shares in the secondary market may require paying brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost when seeking to buy or sell relatively small amounts of shares. In addition, the market price of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged by the market makers or other participants that trade the particular security. The spread of the Fund’s shares varies over time based on the Fund’s trading volume and market liquidity and may increase if the Fund’s trading volume, the spread of the Fund’s underlying securities, or market liquidity decrease.
New Fund Risk. A new fund’s performance may not represent how the fund is expected to or may perform in the long term. In addition, new funds have limited operating histories for investors to evaluate, and new funds may not attract sufficient assets to achieve investment and trading efficiencies.
Screening Risk. Application of Stewardship Investing screens and sustainability data integration may contribute to tracking error.
Large Shareholder Risk. Certain large shareholders, including Authorized Participants and other funds advised by the Adviser, may from time to time own a substantial amount of the Fund’s shares. There is no requirement that these shareholders maintain their investment in the Fund. There is a risk that such large shareholders or that the Fund’s shareholders generally may redeem all or a substantial portion of their investments in the Fund in a short period of time, which could have a significant negative impact on the Fund’s NAV, liquidity, and brokerage costs. Large redemptions could also result in tax consequences to shareholders and impact the Fund’s ability to implement its investment strategy. In addition, transactions by large shareholders may account for a large percentage of the trading volume on the listing exchange and may, therefore, have a material upward or downward effect on the market price of the shares.
FUND PERFORMANCE
Because the Fund has not yet commenced investment operations as of the date of the prospectus, there is no performance information quoted for the Fund. Once available, performance information for the Fund will be available online at www.praxisinvests.com.
FUND MANAGEMENT
Investment Adviser
Praxis Investment Management, Inc. serves as the investment adviser to the Fund.
Investment Sub-Adviser
[Sub-Adviser Name] serves as the investment sub-adviser to the Fund (the “Sub-Adviser”).
Portfolio Managers
[Name, Portfolio Manager, Adviser/Sub-Adviser]has served as the portfolio manager(s) of the Fund since inception.
Other Important Information Regarding Fund Shares
For important information about the purchase and sale of Fund shares, tax information and financial intermediary compensation, please refer to the section titled “Investing in the Fund” on page [ ] of the Fund’s prospectus.
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INVESTING IN THE FUND
PURCHASE AND SALE OF FUND SHARES
The Fund is an exchange-traded fund (“ETF”). Fund shares may only be purchased and sold on a national securities exchange through a broker-dealer and may not be purchased or redeemed directly with the Fund.
The price of Fund shares is based on market price, and because ETF shares trade at market prices rather than net asset value (“NAV”), shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase shares of a Fund (“bid”) and the lowest price a seller is willing to accept for shares (“ask”) when buying or selling shares in the secondary market (the “bid-ask spread”). Recent information, including information about the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, will be included on the Fund’s website at www.praxisinvests.com.
TAX INFORMATION
The Fund intends to make distributions that may be taxed as either ordinary income or capital gains except when you hold your Fund shares through a tax-deferred arrangement, such as an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawals made from those arrangements.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED RISKS
PRAXIS STEWARDSHIP INVESTING PHILOSOPHY
Praxis is a word that refers to a way of joining belief and action.
Praxis Investment Management, Inc. (“Praxis Investment Management” or the “Adviser”) believes that it captures the essence of the investment philosophy of Praxis Funds (the “Praxis Funds”). The Praxis Funds are governed by the philosophy that being faithful stewards means using assets God has entrusted to us to promote economic results that are not only productive but also reflect God’s values, caring for others as well as all of Creation (“Stewardship Investing”). The goal of the Praxis Funds is to join beliefs with actions, using the tools of socially responsible investing.
Stewardship Investing is a philosophy of financial decision-making motivated and informed by social convictions drawn from the 500-year-old Anabaptist-Christian faith tradition. This approach holds in tension a responsibility for the productive use of financial resources and a deep-seated concern for the individuals, communities and environments that are impacted by our investment choices.
To carry out this task, the Praxis Funds seek to:
| ● | Invest in companies that best reflect the Praxis Stewardship Investing core values. |
| ● | Participate actively in corporate decision-making through proxy voting, shareholder advocacy and direct company dialogue, encouraging positive corporate practices. |
| ● | Engage in community development investing that widens the door of economic opportunity by empowering disadvantaged individuals and communities through targeted investments. |
PRAXIS STEWARDSHIP INVESTING CORE VALUES
Praxis has established a set of Stewardship Investing core values to guide the Fund’s investments and other Stewardship Investing activities. While few companies or investments may reach these ideals in all aspects of social responsibility, the core values articulate the Fund’s highest expectations for corporate behavior. In making investment decisions, the Praxis Funds strive to invest in companies that:
| 1. | Respect the dignity and value of all people. We expect companies to respect and support the basic human rights of all people to practice self-determination; to live free of fear, violence and intimidation; to lead healthy, well- nourished lives; and to have access to adequate shelter and sanitation. In a diverse, global society, we expect that companies will respect the dignity of individuals and ethnic/cultural groups. Companies should treat all people fairly, avoiding discrimination and stereotyping, and should seek to nurture and benefit from diversity in all aspects of corporate activity. We expect that companies will not attempt to benefit from the misfortunes of disadvantaged individuals or communities or from relationships with oppressive political regimes. |
| 2. | Build a world at peace and free from violence. We believe that violence, in all its forms, hinders the growth, prosperity and freedom of humankind. It has no place in corporate structures, practice or production. We desire companies to be engaged in products and services that support life — not those designed to kill, maim or injure. The expansions of the world’s military establishments are not productive endeavors for humanity. We will seek to avoid those companies for which weapons production and military contracting are a focus of their energy, resources and sales growth strategies. We expect companies to engage in activities that contribute to healthy and peaceful relationships between individuals, communities and nations. We expect companies to value the sanctity of human life, promote alternative forms of conflict resolutions and commit to efforts that reduce violence and aggression in world culture. |
| 3. | Demonstrate a concern for justice in a global society. All people deserve opportunities to participate in social and economic prosperity. We expect companies to provide fair, sustainable compensation for all employees and subcontractors. Corporate efforts should extend opportunities to the disabled, the disadvantaged and marginalized communities. Company behavior should be based on standards higher than minimum legal requirements. We expect products and services to be offered with honesty and without discrimination. Individuals and communities should be involved in issues and decisions that affect their lives. We expect corporations to act on a basis of shared prosperity, recognizing the value and contributions of all stakeholders in creating and sustaining lasting commercial success. |
| 4. | Exhibit responsible management practices. We expect a company to operate in an honest, trustworthy, compassionate and responsible manner. We desire transparency and openness about company policies, finances and behavior. We expect companies to value and empower all employees and to take all reasonable steps to ensure their health and safety. Companies should respect workers’ rights to communicate with management, organize and bargain collectively. We expect companies to negotiate and communicate in good faith and deal fairly and respectfully with all stakeholders. Companies should engage in responsible resource management and obey or exceed all relevant laws for environmental concerns, safety and public disclosure. Companies should employ sound practices of corporate governance, including board independence, board and executive compensation and structural integrity. It is our desire for companies to avoid unnecessary litigation and to pursue alternatives where possible. We expect companies to be aggressively engaged in the marketplace yet be respectful of their competitors and values-centered in their decision-making. |
| 5. | Support and involve communities. Communities — within a workforce, around company facilities or representing various ethnic, cultural or political groups — contribute directly and indirectly to the success of corporate endeavors. We believe a company is responsible to contribute its people, expertise and resources to the support and development of these communities. Companies should actively, creatively and aggressively engage in corporate charitable giving. Employee volunteerism, community involvement and personal charitable giving should also be encouraged. We expect communities will be included in decision-making on issues that affect them. Investments should be made that add value to local workforces, living environments and community infrastructures. We expect companies to consider the impact their products and production methods have on efforts to build healthy, productive communities. |
| 6. | Practice environmental stewardship. The natural environment is a finite resource, the inheritance of future generations and a gift from God. We expect companies to respect the limits of our natural resources and to work toward environmental sustainability. Companies should carefully consider climate risks and opportunities, and pursue cleaner and more efficient production methods. We value a company’s involvement in the environmental technology and services arena. We expect companies to engage in honest, transparent environmental reporting, to support respected environmental principles and to publicly promote the value of the environment. |
IMPACTX FRAMEWORK
In support of Stewardship Investing and to help achieve the objectives of the Praxis Stewardship Investing core values, the Adviser utilizes a range of impact strategies known collectively as ImpactX. Depending upon a Fund’s principal investment objective and strategies, a Fund may engage in some but not all these actions, and a Fund may emphasize certain actions more than others, and in different relative proportions than the other Fund.
Each ImpactX strategy has a unique profile in the social or environmental real-world impact it can generate:
| ● | Values + Risk Screening seeks to reflect the foundational core values through company restrictions. The screens used by the Praxis Funds are based on a company's involvement with business activities that are determined by the Adviser to be inconsistent with the Stewardship Investing core values. At this time, values-based screens include restrictions around abortion, adult entertainment, alcohol, firearms, gambling, nuclear power, predatory lending, recreational cannabis, tobacco, and weapons production and support systems. The Praxis Funds use a range of criteria to construct the restricted lists, including but not limited to revenue thresholds, product involvement in controversial business lines, negative events, violation of international norms related to human rights, product safety, and corruption, among others. The specific “tolerances” vary by category, such as the percentage of revenues attributable to the production versus distribution of alcoholic beverages. The Adviser utilizes information from several independent research providers to produce the restricted lists. The restricted lists are provided to the portfolio managers of the Praxis Funds, who are restricted from purchasing excluded securities for the Praxis Funds. The Adviser systematically reviews constituent level screening research on a semi-annual basis to reflect current company-level activities, research additions, and scoring updates. The Adviser considers new information captured by this research as well as publicly available information to update its restricted lists, which are provided to the Fund’s portfolio managers. When the Adviser becomes aware that a Fund is invested in a company that may be engaged in an activity that is inconsistent with the Praxis Stewardship Investing core values or screens, it may first seek to use its influence to change that activity before selling its investment. The Praxis Funds are not under any strict time schedule to sell such investments. |
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| ● | Values-based Proxy Voting provides important and consistent communication and support of values and risk-driven resolutions on corporate ballots. Praxis believes that the considered and consistent voting of proxies is both our fiduciary duty and our moral responsibility. Praxis employs a set of proxy voting guidelines, aligned with the Stewardship Investing core values, to address the range of issues and concerns that may be expressed on the coming year’s corporate proxy ballot. The objective is to promote long-term value, appropriate accountability and comprehensive sustainability through good governance while raising critical issues of social and environmental corporate responsibility that we believe are integral to successful companies and societies. |
| ● | Sustainability Data Integration refers to the intentional inclusion of material environmental, social and governance factors in the investment selection process. The Adviser utilizes optimization software, which incorporates sustainability factors, to select securities to replicate the risk and return characteristics of its benchmark index while also contributing to the Fund’s overall objective. For example, if two index components provide similar risk return characteristics, the issuer with the stronger environmental rating might be selected. |
| ● | Positive Impact Bonds seek to deliver targeted, real-world benefit to the climate and/or communities through the purchase of targeted, market-rate fixed income securities. These securities can include bonds that fund renewable energy or energy efficiency projects, providing us the opportunity to reinvest in a sustainable energy future. In addition, bonds that fund affordable housing, education and health care, giving us the ability to make a difference in lives around the world. These positive impact bonds have very similar characteristics to the rest of the screened fixed income portfolio in terms of maturity, quality, and liquidity, providing confidence that risk management and performance may not be compromised. |
| ● | Company Engagement pursues intentional dialogue with senior company leaders, through both shareholder and bondholder relationships, to promote positive change in corporate policy and practice. Recognizing that no company is perfect, the Praxis Funds engage in shareholder advocacy to encourage corporations to better reflect various Praxis Stewardship Investing core values, while generating long-term value for all stakeholders. A Fund may continue to hold shares of an existing holding for this purpose; however, the Praxis Funds do not purchase shares that fail their screens for the purpose of engaging in such advocacy. |
| ● | Advocacy and Education encourages active involvement with industry and governmental bodies to promote a transparent business and reporting environment that benefits all stakeholders. This work calls Praxis into active relationship with regulatory agencies, legislative representatives and nongovernmental organizations, as well as trade associations and advocacy groups, in an effort to protect and grow a financial services industry welcoming of values-driven investors. |
| ● | Community Development Investing delivers a special, limited allocation of investments promoting the inclusion and development of underserved communities. Consistent with the Praxis Stewardship Investing philosophy and core values, the Praxis Funds are permitted to invest up to 3% of their assets in notes whose proceeds are used to fund potentially below-market rate loans to approved community development organizations. The objective of these investments is to provide economic growth and opportunity, and foster sustainable social and economic well-being, in disadvantaged and underserved communities. |
ADDITIONAL INFORMATION
You can find more information on the Praxis Stewardship Investing core values, ImpactX strategies and related activities by visiting the Praxis Funds website at www.praxisinvests.com.
Additional information regarding the investment objectives, principal investment strategies and other investment policies for the Fund is provided below.
There can be no assurance that a Fund’s investment objective will be achieved. The Fund’s investment objective may be changed without shareholder approval, in which case notice of the change would be provided. Unless expressly stated otherwise, all percentage limits discussed in this section are applied at the time of investment.
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PRAXIS IMPACT INTERNATIONAL ETF
Ticker Symbol: PRXI
Investment Objective
The primary investment objective of the International ETF is to seek capital appreciation.
Policies and Strategies
Under normal circumstances, the Fund invests at least 80 percent of its net assets, plus borrowings for investment purposes, in securities of large cap value issuers that are aligned with the Praxis Stewardship Investing core values.
Consistent with the International Index Fund’s investment objective, the Fund:
| ● | invests in common stocks of foreign issuers; |
| ● | invests in sponsored and unsponsored depositary receipts; |
| ● | invests in options, warrants and other securities convertible into common stocks; |
| ● | may purchase and sell foreign currencies on a spot or forward basis; |
| ● | may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed-upon price on an agreed-upon date (usually within seven days of purchase); |
| ● | may engage in options transactions; |
| ● | may engage in futures transactions as well as invest in options on futures contracts solely for hedging purposes; |
| ● | may purchase securities on a when-issued or delayed-delivery basis in which a security’s price and yield are fixed on a specific date, but payment and delivery are scheduled for a future date beyond the standard settlement period; and |
| ● | may invest in other investment companies. |
Based upon information provided to the Fund by the applicable index sponsor, the Fund understands the index construction and rebalancing process to be as follows. The [Morningstar Developed Markets ex-North America Target Market Exposure ] measures the performance of large- and mid-cap stocks in developed markets outside of North America, representing the top 85% of the investable universe by float-adjusted market capitalization. This index does not incorporate Environmental, Social, or Governance (ESG) criteria.
In the event the Sub-Adviser determines that the current market conditions are not suitable for the Fund’s typical investments, the Sub-Adviser may instead, for temporary defensive purposes during such unusual market conditions, invest all or any portion of the Fund’s assets in U.S. equity securities, money market instruments, U.S. Government-related securities and repurchase agreements. When the Fund engages in such strategies, it may not achieve its investment objectives.
The Fund attempts to remain fully invested in stocks. To help stay fully invested, to manage cash flows, and to reduce transaction costs, the Fund may invest, to a limited extent, in stock index futures. If the Fund uses index futures, the Fund may have indirect exposure to the performance of companies, but not ownership, that are in the index and are inconsistent with the Fund’s Stewardship Investing core values. The Fund will not use futures contracts for speculative purposes or as leveraged investments that magnify gains or losses.
The Fund may concentrate its investments (i.e., invest more than 25% of its total assets) in a particular industry or group of industries if its underlying index is concentrated. The degree to which components of the index represent certain industries may change over time.
Shareholders of the International ETF will receive at least 60 days prior notice of any changes to the Fund’s 80 percent investment policy as described above.
INVESTMENT RISKS
Risk Factors
An investment in the Praxis Funds is subject to investment risks, including the possible loss of the principal amount invested. Generally, the Praxis Exchange-Traded Funds will be subject to the following additional risks, to varying degrees, based on their particular investment strategies. Some of these risks, like market risk, are principal risks for the Fund while other risks are non-principal risks. The Principal Investments Risks section for the Fund identifies which risks are principal risks for the Fund.
| ● | Authorized Participant Concentration Risk: Only an authorized participant may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of intermediaries that act as authorized participants and none of these authorized participants is or will be obligated to engage in creation or redemption transactions. There can be no assurance that an active trading market for the Fund’s shares will develop or be maintained. To the extent that these intermediaries exit the business or are unable to or choose not to proceed with creation and/or redemption orders with respect to the Fund, such as during periods of market stress, and no other authorized participant creates or redeems, shares may trade at a premium or discount to net asset value (“NAV”) and possibly face trading halts and/or delisting. |
| ● | Company Risk: Company risk refers to the risk that the market value of a Fund’s investments in common stock can vary with the success or failure of the company issuing the stock. Many factors can negatively affect a particular company’s stock price, such as poor earnings reports, loss of major customers, major litigation against the company or changes in government regulations affecting the company or its industry. The success of the companies in which a Fund invests largely determines the Fund’s long-term performance. |
| ● | Credit Risk: Credit risk refers to the risk that an issuer or guarantor of a fixed income security in which a Fund invests might be unable or unwilling to meet its obligations and might not make interest or principal payments on a security when those payments are due. This could result in a loss to the Fund. |
| ● | Cyber Security Risk: The Fund relies on interconnected digital and other technology systems and platforms to conduct their business operations. As a result, the Fund is exposed to cybersecurity risks and may be impacted by cybersecurity incidents involving the Fund or its service providers. Cybersecurity incidents may cause substantial harm to the Fund and its shareholders. Cyber security incidents may result in financial losses to the Fund and its shareholders; the inability of a Fund to transact business with its shareholders; delays or mistakes in the calculation of a Fund’s NAV or other materials provided to shareholders; the inability to process transactions with shareholders or other parties; theft, loss, alteration, misuse or improper release of confidential shareholder or Fund information; violations of privacy and other laws; regulatory fines, penalties and remediation costs, including legal fees and other expenses; and reputational damage. While measures have been implemented that are designed to reduce cyber security risks, there is no guarantee that those measures will be effective, particularly since the Fund does not directly control the cyber security defenses or plans of their service providers, financial intermediaries and companies in which they invest or with which they do business. |
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| ● | Index Investing Risk: Because an index fund is designed to track the performance of an index, securities may be purchased, retained or sold at times when a more actively managed fund would not do so. If the value of securities that are heavily weighted in the index falls, you can expect a greater risk of loss than if the fund had a lower weighting to those securities. In addition, the performance of an index fund may vary from the performance of the index due to imperfect correlation between the fund’s holdings and the index. This is also known as tracking error. Tracking error results from imperfect correlation between the optimization and other techniques used to track the index, cash flows into the fund, expenses and transaction costs, and differences between the investments held by a fund and the composition of the index. Application of screens might also contribute to tracking error. |
| ● | Industry Concentration Risk: In following its methodology, a Fund’s underlying index from time to time may be concentrated to a significant degree in securities of issuers located in a single industry or group of industries. To the extent that the Fund’s index concentrates in the securities of issuers in a particular industry or group of industries, the Fund also may concentrate its investments to approximately the same extent. By concentrating its investments in an industry or group of industries, the Fund may face more risks than if it were diversified broadly over numerous industries or groups of industries. Concentrating Fund investments in a limited number of issuers conducting business in the same industry or group of industries may subject the Fund to a greater risk of loss as a result of adverse economic, business, political, environmental or other developments than if its investments were diversified across different industries. |
| ● | Interest Rate Risk: Interest rate risk refers to the risk that the value of the Fund’s fixed income securities can change in response to changes in prevailing interest rates or outlooks about future interest rates causing volatility and possible loss of value as rates increase. If rates increase, the value of these investments generally declines. On the other hand, if rates fall, the value of these investments generally increases. Securities with greater interest rate sensitivity and longer maturities tend to produce higher yields but are subject to greater fluctuations in value. Usually, changes in the value of fixed income securities will not affect cash income generated but may affect the value of your investment. In low interest rate environments, risks associated with rising interest rates are heightened. |
| ● | Investment Style Risk: A Fund may be subject to growth style risk or value style risk depending upon the investment strategy and techniques used to manage the Fund. Growth investing seeks to identify companies that are expected to experience rapid earnings growth relative to value or other types of stocks and while growth companies may have the potential for above average growth, they may be subject to greater price volatility than “value” companies. Value investing seeks to identify companies that are trading at prices below their intrinsic worth and while they may have the potential to increase in price as the intrinsic value is recognized by the market, there is a risk that the determination about the company’s intrinsic value is incorrect or will not be reflected in an increased market price. A Fund that emphasizes one style will underperform funds that use other styles over certain periods when that style is out of favor or does not respond as positively to market or other events. |
| ● | Large Shareholder Risk: Certain large shareholders, including Authorized Participants and other funds advised by the Adviser, may from time to time own a substantial amount of a Fund’s shares. There is no requirement that these shareholders maintain their investment in the Fund. Dispositions of a large number of shares of the Fund by these shareholders may adversely affect the Fund’s liquidity and net assets to the extent such transactions are executed directly with the Fund in the form of redemptions through an authorized participant, rather than executed in the secondary market. These redemptions may also force the Fund to sell securities, which may increase the Fund’s brokerage costs. In addition, transactions by large shareholders may account for a large percentage of the trading volume on the listing exchange and may, therefore, have a material upward or downward effect on the market price of the shares. |
| ● | Market Risk: Market risk refers to the risk related to particular holdings of a Fund and investments in securities in general, and the daily fluctuations – including losses – in the securities markets and the value of Fund holdings. The value of securities held by a Fund may fall due to changes in the broader markets or circumstances specific to a particular company, such as its financial condition, sometimes rapidly and unpredictably. These price movements may result from factors affecting individual companies (as further described below in company risk), industries, sectors or securities markets as a whole, such as changes in economic or political conditions. Events in one market may impact other markets. Future events may impact a Fund in unforeseen ways. Traditional investments may experience periods of diminished liquidity. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. |
Factors contributing to market risk and risk of loss include inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, changes to government policies or regulations, other governmental trade or market control programs and related geopolitical events.
Additional factors contributing to market risk and risk of loss include regional or global events such as war, terrorism, conflict, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. For example, the outbreak of COVID-19, a global infectious disease, negatively affected companies, markets and economies throughout the world, including those in which a Fund invests. The effects of this pandemic to public health and business and market conditions, including trading disruptions, may continue to have a significant negative impact on the performance of a Fund’s investments, increase a Fund’s price volatility, exacerbate pre-existing political, social and economic risks to a Fund, and negatively impact broad segments of businesses and populations. A Fund’s operations may be interrupted as a result, which may contribute to the negative impact on investment performance. In addition, governments and regulators may take actions in response to the pandemic that affect the instruments in which a Fund invests, or the issuers of such instruments, in ways that could have a significant negative impact on the Fund’s investment performance. The full impact of the COVID-19 pandemic, or future epidemics or pandemics, is currently unknown and unpredictable.
| ● | New Fund Risk: A new fund’s performance may not represent how the fund is expected to or may perform in the long term. In addition, new funds have limited operating histories for investors to evaluate and new funds may not attract sufficient assets to achieve investment and trading efficiencies. |
| ● | Optimization Risk: The Fund may use optimized index sampling. Optimized index sampling strategies do not attempt to purchase every security in an index, but instead purchase a sampling of securities using optimization and risk characteristic models. This process involves the analysis of tradeoffs between various factors (e.g. PE ratio, dividend yield, sustainability factors) as well as turnover and transaction costs in order to estimate optimal portfolio holdings based upon an index in order to achieve desired Fund exposures. |
Optimized index sampling strategies do not seek to fully replicate an index. The Fund may hold constituent securities of an index regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of the performance of individual securities or market conditions could cause the Fund’s return to be lower than if the Fund employed a fundamental investment approach to security selection with respect to that portion of its portfolio.
| ● | Screening Risk: The application of Stewardship Investing screens to the available universes from which the Fund’s portfolio managers select securities may impact the performance of the Fund relative to unscreened portfolios following similar investment mandates. Fund applying Stewardship Investing screens may be adversely affected by certain economic and investment environments which may prevail for several years in a row. There may also be environments that benefit the Fund because certain underperforming sectors and industries are excluded from purchase. |
| ● | Selection Risk: Selection risk refers to the risk that the securities selected for the Fund may underperform broader markets or securities selected by other funds with similar investment objectives and strategies. |
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| ● | Trading Risk: The market prices of shares are expected to fluctuate, in some cases materially, in response to changes in the Fund’s NAV, the intra-day value of the Fund’s holdings, and supply and demand for shares. The Adviser cannot predict whether shares will trade above, below or at their NAV. Disruptions to creations and redemptions, the existence of significant market volatility or potential lack of an active trading market for the shares (including through a trading halt), as well as other factors, may result in the shares trading significantly above (at a premium) or below (at a discount) to NAV or to the intraday value of the Fund’s holdings. You may pay significantly more or receive significantly less than NAV during periods when there is a significant premium or discount. Buying or selling shares in the secondary market may require paying brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost when seeking to buy or sell relatively small amounts of shares. In addition, the market price of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged by the market makers or other participants that trade the particular security. The spread of the Fund’s shares varies over time based on the Fund’s trading volume and market liquidity and may increase if the Fund’s trading volume, the spread of the Fund’s underlying securities, or market liquidity decrease. |
The name, investment objective and policies of the Fund are similar to those of other funds advised by the Adviser. However, the investment results of the Fund may be higher or lower than, and there is no guarantee that the investment results of the Fund will be comparable to, any other of these funds.
A new fund or a smaller fund may be more significantly affected by purchases and redemptions of its Creation Units than a fund with relatively greater assets under management would be affected by purchases and redemptions of its shares. As compared to a larger fund, a new or smaller fund is more likely to sell a comparatively large portion of its portfolio to meet significant Creation Unit redemptions, or invest a comparatively large amount of cash to facilitate Creation Unit purchases, in each case when the fund otherwise would not seek to do so. Such transactions may cause funds to make investment decisions at inopportune times or prices or miss attractive investment opportunities. Such transactions may also accelerate the realization of taxable income if sales of securities result in gains and the fund redeems Creation Units for cash, or otherwise cause a fund to perform differently than intended. While such risks may apply to funds of any size, such risks are heightened in funds with fewer assets under management. In addition, new funds may not be able to fully implement their investment strategy immediately upon commencing investment operations, which could reduce investment performance.
Additional Information about Risks
Please see the Statement of Additional Information (“SAI”) for more information about the Fund’s investment policies and risks.
DISCLOSURE OF PORTFOLIO HOLDINGS
On each business day, before the opening of regular trading on the listing exchange, the Fund will provide a full list of holdings daily on each business day, before the opening of regular trading on the listing exchange, the Fund will provide a full list of holdings on www.praxisinvests.com. Additional information about the Fund’' policies and procedures regarding the disclosure of portfolio holdings is available in the SAI and on the Fund's website at www.praxisinvests.com.
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SHAREHOLDER INFORMATION
PRICING OF FUND SHARES
How NAV Is Calculated
The per share net asset value (“NAV”) is calculated by adding the total value of a Fund’s investments and other assets, subtracting its liabilities, and then dividing that figure by the number of outstanding shares of the Fund:
| NAV = | Total Assets - Liabilities |
| Number of Shares Outstanding |
The NAV for the Fund is determined, and its shares are priced at the close of regular trading on the New York Stock Exchange ("NYSE"), normally at 4 p.m. Eastern Time each day (a “Business Day”) the NYSE is open for trading.
The Fund’s securities, other than short-term debt obligations, are generally valued at current market prices. If market quotations are not available, prices will be based on fair value as determined by a method approved by the Fund’s Trustees. Due to the subjective and variable nature of fair value pricing, it is possible that the fair value determined for a particular security may be materially different from the value realized upon such security’s sale. Debt obligations with remaining maturities of 60 days or less are valued at amortized cost.
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Business Days Defined
A business day for the Fund is generally a day that the New York Stock Exchange is open for business. The NYSE and the Fund will not open on the following holidays: New Year’s Day (observed), Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (observed). |
BUYING AND SELLING SHARES
Shares of a Fund may be acquired or redeemed directly from the Fund at NAV only in Creation Units or multiples thereof, as discussed in the Creations and Redemptions section of the Prospectus. Only an Authorized Participant (as defined in the Creations and Redemptions section below) may engage in creation or redemption transactions directly with a Fund. Once created, shares of a Fund generally trade in the secondary market in amounts less than a Creation Unit.
Shares of the Fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and sold throughout the trading day at market price like shares of other publicly traded companies. However, there can be no guarantee that an active trading market will develop or be maintained, or that the Fund shares listing will continue or remain unchanged. Praxis Funds does not impose any minimum investment for shares of the Fund purchased on an exchange. Buying or selling a Fund’s shares involves certain costs that apply to all securities transactions. When buying or selling shares of a Fund through a financial intermediary, you may incur a brokerage commission or other charges determined by your financial intermediary. Due to these brokerage costs, if any, frequent trading may detract significantly from investment returns. In addition, you may also incur the cost of the spread (the difference between the bid price and the ask price). The commission is frequently a fixed amount and may be a significant cost for investors seeking to buy or sell small amounts of shares. The spread varies over time for shares of a Fund based on its trading volume and market liquidity, and is generally less if a Fund has more trading volume and market liquidity and more if the Fund has less trading volume and market liquidity.
The Fund’s primary listing exchange is NYSE Arca, Inc. ("NYSE Arca"). The NYSE Arca is open for trading Monday through Friday and is closed on the holidays listed above under “Business Days Defined.”
Orders from authorized participants to create or redeem Creation Units will only be accepted on a Business Day. On days when the NYSE Arca closes earlier than normal, a Fund may require orders to create or redeem Creation Units to be placed earlier in the day.
The Fund’s Trustees have not adopted a policy of monitoring for frequent purchases and redemptions of the Fund’s shares (“frequent trading”) that appear to attempt to take advantage of potential arbitrage opportunities presented by a lag between a change in the value of a Fund’s portfolio securities after the close of the primary markets for a Fund’s portfolio securities and the reflection of that change in a Fund’s NAV (“market timing”). The Fund’s Trustees believe this is appropriate because ETFs, such as the Fund, are intended to be attractive to arbitrageurs, as trading activity is critical to ensuring that the market price of Fund shares remains at or close to NAV. Since the Fund issue and redeem Creation Units at NAV plus applicable transaction fees, and the Fund’s shares may be purchased and sold on the NYSE Arca at prevailing market prices, the risks of frequent trading are limited.
Section 12(d)(1) of the 1940 Act, restricts investments by registered investment companies and companies relying on Sections 3(c)(1) or 3(c)(7) of the 1940 Act in the securities of other investment companies. Registered investment companies are permitted to invest in a Fund beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions, including that such investment companies enter into an agreement with Praxis Funds.
The Fund and Foreside Financial Services, LLC (the “Distributor”) will have the sole right to accept orders to purchase shares and reserve the right to reject any purchase order in whole or in part.
DISTRIBUTION OF FUND SHARES
The Distributor is the exclusive distributor of Creation Units of the Fund. The Distributor or its agent distributes Creation Units for a Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Fund. The Distributor has no role in determining the investment policies of the Fund or the securities that are purchased or sold by the Fund.
The Trust has adopted a distribution and service plan (“Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund is authorized to pay distribution fees in connection with the sale and distribution of its shares and pay service fees in connection with the provision of ongoing services to shareholders of a Fund and the maintenance of shareholder accounts in an amount up to 0.25% of its average daily net assets each year.
No Rule 12b-1 fees are currently paid by the Fund, and there are no current plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because these fees are paid out of a Fund’s assets on an ongoing basis, these fees will increase the cost of your investment in a Fund. By purchasing shares subject to distribution fees and service fees, you may pay more over time than you would by purchasing shares with other types of sales charge arrangements. Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charge permitted by the rules of FINRA. The net income attributable to shares will be reduced by the amount of distribution fees and service fees and other expenses of a Fund.
ADDITIONAL PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
The Adviser and/or its affiliates may pay out of their own assets and legitimate profits, compensation to broker-dealers, registered investment advisers or other financial intermediaries (each, a “Financial Intermediary”) for activities that are designed to make registered representatives, other professionals and individual investors more knowledgeable about the Fund or for other activities, such as participation in marketing activities and presentations, educational training programs, the support or purchase of technology platforms/ software and/or reporting systems. The Adviser and/or its affiliates may also make payments to Financial Intermediaries for certain printing, publishing and mailing costs associated with the Fund or materials relating to exchange-traded funds in general and/or for the provision of analytical or other data to the Adviser and/or its affiliates relating to the sales of Fund shares. In addition, the Adviser and/or its affiliates may make payments to Financial Intermediaries that make Fund shares available to their clients or for otherwise promoting the Fund, including through provision of consultative services to the Adviser and/or its affiliates relating to marketing of the Fund and/or sale of Fund shares and other Praxis Funds. Such payments, which may be significant to the Financial Intermediary, are not made by the Fund. Rather, such payments are made by the Adviser and/or its affiliates from their own resources, which may come directly or indirectly in part from management fees paid by the Fund. Payments of this type are sometimes referred to as marketing support or revenue-sharing payments. A Financial Intermediary may make decisions about which investment options it recommends or makes available, or the level of services provided, to its customers based on the marketing support payments it is eligible to receive. Therefore, such payments to a Financial Intermediary create conflicts of interest between the Financial Intermediary and its customers and may cause the Financial Intermediary to recommend a Fund over another investment. More information regarding these payments is contained in the SAI. A shareholder should contact his or her Financial Intermediary’s salesperson or other investment professional for more information regarding any such payments the Financial Intermediary firm may receive from the Adviser and/or its affiliates.
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Compensation from the Adviser and/or its affiliates consists of payments over and above any applicable Rule 12b-1 fees paid by the Fund. This compensation may take the form of incentives for health benefits and deferred compensation. To earn incentives, the Adviser may combine Fund sales with sales of other products offered by the Adviser and/or its affiliates, including insurance products. In addition, the Adviser may make payments, in the form of intra-company payments, out of its own assets and legitimate profits and at no additional cost to the Fund or shareholders, to its affiliates in consideration of the assets invested in the Fund through that affiliate or ongoing shareholder services provided by that affiliate to shareholders.
The Adviser may also pay additional concessions, including de minimis non-cash promotional incentives, such as de minimis merchandise or trips, to broker/dealers employing registered representatives who make Fund shares available to their customers.
BOOK ENTRY
The Depository Trust Company (“DTC”) serves as securities depository for the shares. The shares may be held only in book-entry form; stock certificates will not be issued. DTC, or its nominee, is the record or registered owner of all outstanding shares. Beneficial ownership of shares will be shown on the records of DTC or its participants (described below). Beneficial owners of shares are not entitled to have shares registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and are not considered the registered holder thereof. Accordingly, to exercise any rights of a holder of shares, each beneficial owner must rely on the procedures of: (i) DTC; (ii) “DTC Participants,” i.e., securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC; and (iii) “Indirect Participants,” i.e., brokers, dealers, banks and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly, through which such beneficial owner holds its interests. The Trust understands that under existing industry practice, in the event the Trust requests any action of holders of shares, or a beneficial owner desires to take any action that DTC, as the record owner of all outstanding shares, is entitled to take, DTC would authorize the DTC Participants to take such action and that the DTC Participants would authorize the Indirect Participants and beneficial owners acting through such DTC Participants to take such action and would otherwise act upon the instructions of beneficial owners owning through them. As described above, the Trust recognizes DTC or its nominee as the owner of all shares for all purposes.
CREATIONS AND REDEMPTIONS
Prior to trading in the secondary market, shares of the Fund are “created” at NAV by market makers, large investors and institutions only in block-size Creation Units or multiples thereof. Each “creator” or authorized participant (an “Authorized Participant”) enters into an authorized participant agreement with the Fund’s Distributor. An Authorized Participant is a member or participant of a clearing agency registered with the SEC, which has a written agreement with a Fund or one of its service providers that allows such member or participant to place orders for the purchase and redemption of Creation Units.
A creation transaction, which is subject to acceptance by the Fund’s transfer agent, generally takes place when an Authorized Participant deposits into a Fund a designated portfolio of securities (including any portion of such securities for which cash may be substituted) and/or a specified amount of cash in exchange for a specified number of Creation Units.
Similarly, shares can be redeemed only in Creation Units, generally for a designated portfolio of securities (including any portion of such securities for which cash may be substituted) held by a Fund and/or a specified amount of cash. Except when aggregated in Creation Units, shares are not redeemable by the Fund.
The prices at which creations and redemptions occur are based on the next calculation of NAV after a creation or redemption order is received in an acceptable form under the authorized participant agreement.
Only an Authorized Participant may create or redeem Creation Units directly with the Fund.
In the event of a system failure or other interruption, including disruptions at market makers or authorized participants, orders to purchase or redeem Creation Units either may not be executed according to the Fund’s instructions or may not be executed at all, or the Fund may not be able to place or change orders.
To the extent the Fund engage in in-kind transactions, the Fund intend to comply with the U.S. federal securities laws in accepting securities for deposit and satisfying redemptions with redemption securities by, among other means, assuring that any securities accepted for deposit and any securities used to satisfy redemption requests will be sold in transactions that would be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Further, an Authorized Participant that is not a “qualified institutional buyer,” as such term is defined under Rule 144A of the Securities Act, will not be able to receive restricted securities eligible for resale under Rule 144A.
The in-kind arrangements are intended to protect ongoing shareholders from adverse effects on a Fund’s portfolio that could arise from frequent cash creation and redemption transactions and generally will not lead to a tax event for the Fund or their ongoing shareholders.
Creations and redemptions must be made through a firm that is either a member of the Continuous Net Settlement System of the National Securities Clearing Corporation or a DTC Participant and has executed an agreement with the Distributor with respect to creations and redemptions of Creation Unit aggregations. Information about the procedures regarding creation and redemption of Creation Units (including the cut-off times for receipt of creation and redemption orders) and the applicable transaction fees is included in the Fund’s SAI.
CONTINUOUS OFFERING
The method by which Creation Units are created and traded may raise certain issues under applicable securities laws. Because new Creation Units are issued and sold by the Trust on an ongoing basis, a “distribution,” as such term is used in the Securities Act may occur at any point. Broker dealers and other persons are cautioned that some activities on their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner which could render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the Securities Act.
For example, a broker dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing an order with the Distributor, breaks them down into constituent shares, and sells such shares directly to customers, or if it chooses to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. A determination of whether one is an underwriter for purposes of the Securities Act must take into account all the facts and circumstances pertaining to the activities of the broker dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that could lead to a categorization as an underwriter.
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Broker dealers who are not “underwriters” but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with shares that are part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. This is because the prospectus delivery exemption in Section 4(a)(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940 Act. As a result, broker dealer firms should note that dealers who are not underwriters but are participating in a distribution (as contrasted with ordinary secondary market transactions) and thus dealing with the shares that are part of an overallotment within the meaning of Section 4(a)(3)(A) of the Securities Act would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act. Firms that incur a prospectus delivery obligation with respect to shares are reminded that, under Rule 153 of the Securities Act, a prospectus delivery obligation under Section 5(b)(2) of the Securities Act owed to an exchange member in connection with a sale on the Exchange is satisfied by the fact that the prospectus is available at the Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is only available with respect to transactions on an exchange.
In addition, certain affiliates of the Fund and the Adviser may purchase and resell Fund shares pursuant to this Prospectus.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Any income a Fund receives is paid out, less expenses, in the form of dividends to its shareholders. Income dividends on the International ETF are usually paid quarterly. Capital gains, if any, for all Fund are distributed at least annually. Dividends and other distributions on shares of a Fund are distributed on a pro rata basis to beneficial owners of such shares. Dividend payments are made through DTC participants and indirect participants to beneficial owners then of record with proceeds received from the Fund. If you purchased your shares in the secondary market, your broker is responsible for distributing the income and capital gains distributions to you.
Capital gains from any sale of shares may be subject to applicable taxes. Generally, any such capital gains will be long-term or short-term depending on whether the holding period for the shares exceeds one year, except that any loss realized on shares held for six months or less will be treated as a long- term capital loss to the extent of any long-term capital gain dividends that were received on the shares. Additionally, any loss realized on a sale of shares of a Fund may be disallowed under the “wash sale” rules to the extent the shares disposed of are replaced with other shares of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.
A person who exchanges securities for Creation Units generally will recognize a gain or loss. The gain or loss will be equal to the difference between the market value of the Creation Units at the time of exchange and the sum of the exchanger’s aggregate basis in the securities surrendered and the amount of any cash paid for such Creation Units. A person who exchanges Creation Units for securities will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of the securities received. The IRS, however, may assert that a loss realized upon an exchange of primarily securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons exchanging securities for Creation Units or redeeming Creation Units should consult their own tax adviser with respect to whether wash sale rules apply and when a loss might be deductible and the tax treatment of any creation or redemption transaction.
Under current U.S. federal income tax laws, any capital gain or loss realized upon a redemption (or creation) of Creation Units is generally treated as long-term capital gain or loss if a Fund shares (or securities surrendered) have been held for more than one year and as a short-term capital gain or loss if a Fund shares (or securities surrendered) have been held for one year or less.
Cost basis information for sale transactions of shares purchased on or after January 1, 2012 is generally required to be reported to the IRS and shareholders. Shareholders may elect to have one of several cost basis methods applied to their account when calculating the cost basis of shares sold, including average cost, first-in, first-out or some other specific identification method. Shareholders should consult with their tax advisors to determine the best cost basis method for their tax situation. Shareholders should contact the financial intermediary through which they purchased shares with respect to reporting of cost basis and available elections for their accounts.
Dividends generally are taxable as ordinary income. Distributions designated by a Fund as long-term capital gain distributions will be taxable to you at your long-term capital gains rate, regardless of how long you have held your Fund shares.
If you are an individual investor, a portion of the dividends you receive from a Fund may be treated as “qualified dividend income” which is taxable to individuals at the same rates that are applicable to long-term capital gains. A Fund distribution is treated as qualified dividend income to the extent that a Fund receives dividend income from taxable domestic corporations and certain qualified foreign corporations, provided that certain holding period and other requirements are met. Fund distributions generally will not qualify as qualified dividend income to the extent attributable to interest, capital gains, REIT distributions and, in many cases, distributions from non-U.S. corporations.
If a portion of a Fund’s income consists of dividends paid by U.S. corporations, a portion of the dividends paid by a Fund may be eligible for the dividends-received deduction for corporate shareholders.
An additional 3.8 percent Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.
A distribution will be treated as paid to you on December 31 of the current calendar year if it is declared by a Fund in October, November or December with a record date in such a month and paid by a Fund during January of the following calendar year.
If more than 50 percent of the value of a Fund’s total assets at the close of its taxable year consists of stock or securities of foreign corporations, or if at least 50 percent of the value of a Fund’s total assets at the close of each quarter of its taxable year is represented by interests in other regulated investment companies, that Fund may elect to “pass through” to its shareholders the amount of foreign taxes paid or deemed paid by that fund. If that Fund so elects, each of its shareholders would be required to include in gross income, even though not actually received, its pro rata share of the foreign taxes paid or deemed paid by that fund, but would be treated as having paid its pro rata share of such foreign taxes and would therefore be allowed to either deduct such amount in computing taxable income or use such amount (subject to various limitations) as a foreign tax credit against federal income tax (but not both).
You will be notified no later than February each year about the federal tax status of distributions made by the Fund. Depending on your residence for tax purposes, distributions also may be subject to state and local taxes, including withholding taxes.
Foreign shareholders will generally be subject to U.S. withholding tax with respect to dividends received from a Fund and may be subject to U.S. estate tax with respect to their shares of a Fund. There is a penalty on certain pre-retirement distributions from retirement accounts.
This tax discussion is meant only as a general summary. Because each investor’s tax situation is unique, you should consult your tax adviser about the particular consequences to you of investing in the Fund.
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FUND MANAGEMENT
THE INVESTMENT ADVISER
Praxis Investment Management, Inc. (“Praxis Investment Management” or the “Adviser”) serves as the investment adviser for the Fund. The main offices of Praxis are located at 1110 North Main Street, Goshen, Indiana 46528. Praxis is a separate corporate entity owned by Everence Holdings, Inc., and is a registered investment adviser with the Securities and Exchange Commission (“SEC”). As of December 31, 2025, the Adviser had approximately $3.3 billion in assets under management, solely attributable to the Praxis Funds.
The Adviser has retained [Sub-Adviser Name] (“[Name]” or the “Sub-Adviser”) as the investment sub-adviser to the Fund. The main offices of [Sub-Adviser] are located at [Sub-Adviser address]. As of December 31, 2025, [Sub-Adviser] had approximately $[ ] billion in assets under management.
A discussion regarding the basis for the Board of Trustees of the Praxis Funds (the “Trust”) approving the Investment Advisory Agreement between the Fund and the Adviser and the Sub-Investment Advisory Agreement between the Adviser and the Sub-Adviser will be available in the Fund’s first Form N-CSR following its launch.
Praxis Exchange-Traded Fund
The Adviser makes the day-to-day investment decisions for the Fund and oversees the Sub-Adviser’s trading activities for the Fund. In addition, the Adviser continuously reviews, supervises and administers the Fund’s investment program, and is responsible for directing the Stewardship Investing aspects of the Fund’s program. For these advisory services, the Fund will pay the following management fees:
| Percentage of average net assets | |
| International ETF | [ ]% |
PORTFOLIO MANAGERS
The following individuals serve as the portfolio managers for the Fund and are primarily responsible for the daily investment of the assets of the Fund:
International ETF
Adviser Portfolio Manager
[PM Bio]
Sub-Adviser Portfolio Managers
[PM Bio]
The SAI has more detailed information about the Adviser, Sub-Adviser and other service providers, as well as additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of securities in the applicable Fund.
THE DISTRIBUTOR AND ADMINISTRATOR
Foreside Financial Services, LLC, 190 Middle Street, Suite 301, Portland, Maine 04104, is the Fund’s distributor. Foreside Management Services, LLC, 190 Middle Street, Suite 301, Portland, Maine 04104, is the Fund’s administrator.
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FINANCIAL HIGHLIGHTS
No financial information is provided for the Fund because they had not commenced operations as of the date of this Prospectus.
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PRIVACY POLICY
Notice Of Privacy Policy and Practices
Praxis Funds recognizes and respects the privacy concerns and expectations of our shareholders. We are committed to maintaining the privacy and confidentiality of your personal information. We provide this notice so that you will understand the nature of information we collect and the circumstances in which that information may be disclosed to third parties.
We collect nonpublic personal information about our customers from the following sources(1):
| ● | Account applications and other forms — which may include a customer’s name, address, Social Security Number and information about a customer’s investment goals and risk tolerance; |
| ● | Account history — including information about the transactions and balances in a customer’s account(s); and |
| ● | Correspondence — written, telephonic or electronic between a customer and Praxis Funds or service providers to Praxis Funds. |
We may disclose all the information described above to certain third parties who are affiliated with Praxis Funds under one or more of these circumstances:
| ● | As authorized — if you request or authorize the disclosure of the information. |
| ● | As permitted by law — for example sharing information with companies who maintain or service customer accounts for Praxis Funds is essential for us to provide shareholders with necessary or useful services with respect to their accounts. |
| ● | Under joint agreement — we may also share information with companies that perform marketing services on our behalf or to other financial institutions with whom we have joint marketing agreements. |
We require Praxis Funds service providers to maintain:
| ● | policies and procedures designed to assure only appropriate access to, and use of information about customers of Praxis Funds; and |
| ● | physical, electronic and procedural safeguards that comply with federal standards to guard nonpublic personal information of customers of Praxis Funds. |
We will adhere to the policies and procedures described in this notice regardless of whether you are a current or former shareholder of Praxis Funds.
(1) For purposes of this notice, the terms “customer” or “customers” include individuals who provide nonpublic personal information to Praxis Funds, even if they do not invest in Praxis Fund shares
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For more information about the Fund, the following documents are available free upon request:
Annual/Semi-Annual Reports:
The Fund’s annual and semi-annual reports to shareholders and Form N-CSR contain additional information on the Fund’s investments. In the Fund’s annual report (when available), you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.
Statement of Additional Information (SAI):
The SAI provides more detailed information about the Fund, including their operations and investment policies. It is incorporated by reference and is legally considered a part of this prospectus.
You can get free copies of Annual Reports and Semi-Annual Reports (when available), SAI, and other information such as the Fund’s financial statements (when available) by contacting the Fund at:
Praxis Funds
c/o U.S. Bank Global Fund Services, LLC
P.O. Box 219286
Kansas City, Missouri 64121-9286
Telephone: 1-800-977-2947
Internet: www.praxisinvests.com(1)
You can review and get copies of the Fund’s reports and SAI at the Public Reference Room of the Securities and Exchange Commission (“the Commission”). You can get text-only copies:
| ● | For a duplicating fee, by writing the Public Reference Section of the Commission, Washington, DC 20549-1520 or calling (202) 551-8090, or by electronic request, by e- mailing the SEC at the following address: [email protected]. |
| ● | Free on the EDGAR Database on the Commission’s website at http://www.sec.gov. |
| (1) | The Fund’s website is not a part of this prospectus. |
Investment Company Act file no. 811-08056
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