MMA PRAXIS MUTUAL FUNDS, 485BPOS, 1997-04-01

MMA PRAXIS MUTUAL FUNDS
485BPOS, 1997-04-01

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<PAGE> 1

As filed with the Securities and Exchange Commission on April 1, 1997

Registration No. 33-69724
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---

---
Pre-Effective Amendment No.
---- ---

Post-Effective Amendment No. 5 X
---- ---

and/or

REGISTRATION STATEMENT UNDER THE ---
INVESTMENT COMPANY ACT OF 1940 X
---

Amendment No. 6 X
--- ---

MMA PRAXIS MUTUAL FUNDS
------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219
----------------------------------------
(Address of Principal Executive Offices)

Registrant's Telephone Number: (614) 470-8000
-----------------

Jeffrey L. Steele, Esq.
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005
---------------------------------------
(Name and Address of Agent for Service)

Copies to:

Clint Barker
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

X It is proposed that this filing will become effective on April 1,
1997 pursuant to paragraph (b) of Rule 485.

The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Registrant filed the Notice required by Rule 24f-2 with respect to
its fiscal year ended December 31, 1996 on February 27, 1997.

<PAGE> 2

CROSS REFERENCE SHEET
MMA PRAXIS INTERMEDIATE INCOME FUND
MMA PRAXIS GROWTH FUND
MMA PRAXIS INTERNATIONAL FUND
OF THE
MMA PRAXIS MUTUAL FUNDS
<TABLE>
<CAPTION>

Form N-1A Part A Item Prospectus Caption
- --------------------- ------------------
<S> <C> <C>
1. Cover page............................... Cover Page

2. Synopsis................................. Fee Table

3. Condensed Financial
Information............................... Financial Highlights

4. General Description of
Registrant................................. Criteria for Socially Responsible
Investing; Investment Objectives, Policies
and Risk Factors; Investment
Restrictions; General Information -
Description of the Company and Its
Shares

5. Management of
the Fund................................... Management of the Company

5A. Management's Discussions
of Fund Performance............. Information is contained in Registrant's
Annual Report to Shareholders

6. Capital Stock and Other
Securities................................... How to Purchase Shares; How to
Redeem Shares; Dividends and Taxes;
General Information - Description of the
Company and Its Shares; General
Information - Miscellaneous

7. Purchase of Securities
Being Offered.......................... Valuation of Shares; How to Purchase
Shares
</TABLE>

<PAGE> 3

<TABLE>

<S> <C> <C>
8. Redemption or
Repurchase.................................... How to Redeem Shares

9. Pending Legal
Proceedings................................... Inapplicable

Item Number in Part B Statement of Additional Information
- --------------------- -----------------------------------
Caption
-------

10. Cover Page.................................... Cover Page

11. Table of Contents............................. Table of Contents

12. General Information and
History....................................... Management of the Company;
Additional Information

13. Investment Objectives and
Policies...................................... Investment Objectives, Policies and Risk
Factors

14. Management of the Fund..... Management of the Company

15. Control Persons and Principal
Holders of Securities......................... Additional Information - Description of
Shares

16. Investment Advisory and other
Services...................................... Management of the Company

17. Brokerage Allocation.......................... Management of the Company - Portfolio
Transactions

18. Capital Stock and other
Securities.................................... Additional Information - Description of
Shares

19. Purchase, Redemption and Pricing
of Securities Being Offered................... Additional Purchase and Redemption
Information
</TABLE>

- 2 -

<S> <C> <C>
20. Tax Status...................................... Additional Information - Additional Tax
Information

21. Underwriters.................................... Management of the Company -
Distributor

22. Calculations of Performance
Data............................................ Additional Information - Calculation of
Performance Data

23. Financial Statements............................ Financial Statements

</TABLE>

- 3 -

<PAGE> 5

Prospectus

MMA Praxis Mutual Funds

INTERMEDIATE INCOME FUND
GROWTH FUND INTERNATIONAL FUND

APRIL 1, 1997

LOGO
<PAGE> 6

MMA PRAXIS MUTUAL FUNDS

MMA PRAXIS INTERMEDIATE INCOME FUND
MMA PRAXIS GROWTH FUND
MMA PRAXIS INTERNATIONAL FUND

3435 Stelzer Road, For current yield, purchase,
Columbus, Ohio 43219 and redemption information, call
1-800-9-PRAXIS.

The MMA Praxis Mutual Funds (the "Company") is an open-end management
investment company that currently consists of three separate investment
portfolios: the MMA Praxis Intermediate Income Fund (the "Income Fund"), the MMA
Praxis Growth Fund (the "Growth Fund"), and the MMA Praxis International Fund
(the "International Fund"). The Income Fund, the Growth Fund and the
International Fund are hereinafter singularly referred to as a "Fund" and
collectively referred to as the "Funds". Each of the Funds is a diversified
investment portfolio of the Company.

The goal of the MMA Praxis Mutual Funds is to join the Company's beliefs
with deeds, using the tools of socially responsible investing. This is
accomplished by actively seeking ways to promote human well-being, peace and
justice through investment decisions.

The primary investment objective of the Income Fund is current income, with
capital appreciation as a secondary investment objective. The primary investment
objective of the Growth Fund and of the International Fund is capital
appreciation, with current income as a secondary investment objective for each
of these two Funds.

MMA Capital Management, Goshen, Indiana (the "Adviser") acts as the
investment adviser to each of the Funds. BISYS Fund Services, Columbus, Ohio
(the "Distributor") acts as the Funds' administrator and distributor. Oechsle
International Advisors, L.P., Boston, Massachusetts (the "Sub-Adviser") acts as
investment sub-adviser to the International Fund.

Additional information about the Funds, contained in a Statement of
Additional Information, has been filed with the Securities and Exchange
Commission (the "Commission") and is available upon request without charge by
writing to the Funds at their address or by calling the Funds at the telephone
number shown above. The Statement of Additional Information bears the same date
as this Prospectus and is incorporated by reference in its entirety into this
Prospectus.

This Prospectus sets forth concisely the information about the Funds that a
prospective investor ought to know before investing. Investors should read this
Prospectus and retain it for future reference.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

------------------------

The date of this Prospectus is April 1, 1997.
<PAGE> 7

PROSPECTUS
APRIL 1, 1997
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY.......................................................... 3
FEE TABLE................................................................... 5
FINANCIAL HIGHLIGHTS........................................................ 7
CRITERIA FOR SOCIALLY RESPONSIBLE INVESTING................................. 10
INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS............................ 11
INVESTMENT RESTRICTIONS..................................................... 22
VALUATION OF SHARES......................................................... 23
HOW TO PURCHASE SHARES...................................................... 23
HOW TO REDEEM SHARES........................................................ 27
SHAREHOLDER SERVICES........................................................ 29
DIVIDENDS AND TAXES......................................................... 33
MANAGEMENT OF THE COMPANY................................................... 36
GENERAL INFORMATION......................................................... 40
</TABLE>

This Prospectus sets forth information about the MMA Praxis Mutual Funds
that you should know before investing. Please read it and retain it for future
reference.

2
<PAGE> 8

PROSPECTUS SUMMARY

The Funds..................... The MMA Praxis Intermediate Income Fund (the
"Income Fund"), the MMA Praxis Growth Fund
(the "Growth Fund") and the MMA Praxis
International Fund (the "International Fund"),
each a diversified investment portfolio
(collectively, the "Funds") of the MMA Praxis
Mutual Funds, an open-end, management
investment company organized as a Delaware
business trust. For information about the
various fees paid by the Funds, see the "FEE
TABLE" and "MANAGEMENT OF THE COMPANY."

Shares Offered................ Shares of beneficial interest ("Shares") of
the Funds.

Offering Price................ The public offering price of each Fund's
Shares is equal to the net asset value per
Share. Certain redemptions are subject to a
contingent deferred sales charge that is
imposed within 5 years of purchase. The
maximum contingent deferred sales charge
(imposed upon certain redemptions made within
the first two years of purchase) is 4%. See
"HOW TO PURCHASE SHARES--Contingent Deferred
Sales Charges".

Minimum Purchase.............. $500 minimum for the initial investment with a
$50 minimum for subsequent investments. (See
"HOW TO PURCHASE SHARES"). For a discussion of
separate minimum purchase requirements for the
Company's Auto Invest Plan, see "SHAREHOLDER
SERVICES-- Auto Invest Plan."

Investment Objective.......... The Income Fund seeks current income. Capital
appreciation is a secondary objective of the
Income Fund. The Growth Fund and the
International Fund each seek capital
appreciation. Current income is a secondary
investment objective of the Growth Fund and
the International Fund.

Investment Policy............. The MMA Praxis Mutual Funds are governed by a
policy that applies social and financial
screens to financial decisions. The screens
applied to the International Fund differ from
the screens applied to the other Funds. See
"CRITERIA FOR SOCIALLY RESPONSIBLE INVESTING."
Under normal market conditions, the Income
Fund will invest substantially all, but in no
event less than 65%, of the value of its total
assets in fixed income securities. For a
description of the fixed income securities
that may be purchased, see "INVESTMENT
OBJECTIVES, POLICIES AND RISK FACTORS--MMA
Praxis Intermediate Income Fund." The Income
Fund

3
<PAGE> 9

will maintain a dollar-weighted average
maturity of three to ten years.

Under normal market conditions, the Growth
Fund will invest substantially all, but in no
event less than 65%, of the value of its total
assets in equity securities. For a description
of the equity securities that may be
purchased, see "INVESTMENT OBJECTIVES,
POLICIES AND RISK FACTORS--MMA Praxis Growth
Fund." Under normal market conditions, the
International Fund will invest at least 65% of
the value of its total assets in equity
securities of foreign companies. For a
description of the equity securities that may
be purchased, see "INVESTMENT OBJECTIVES,
POLICIES AND RISK FACTORS--MMA Praxis
International Equity Fund."

Investment Adviser and
Investment Sub-Adviser...... MMA Capital Management, Goshen, Indiana serves
as investment adviser to each of the Funds.
Oechsle International Advisors, L.P., Boston,
Massachusetts serves as investment sub-adviser
to the International Fund.

Dividends and Capital Gains... Income Fund intends to declare dividends from
net investment income monthly and pay such
dividends monthly. The Growth Fund and the
International Fund intend to declare dividends
from net investment income quarterly and pay
such dividends quarterly. Net realized capital
gains of each Fund are distributed at least
annually.

Distributor................... BISYS Fund Services, Columbus, Ohio.

Risk Factors and Special
Considerations.............. Investment in the Funds may involve certain
risks. The principal risk factor associated
with an investment in the Income Fund is
interest rate risk. Accordingly, the value of
its portfolio securities and its Shares will
generally vary inversely with changes in
prevailing interest rates. The principal risk
factor associated with an investment in the
Growth Fund is the fluctuation in the
principal value of equity securities. To the
extent that the Growth Fund may invest in
foreign securities, it will be subject to the
special risks that are generally associated
with such investments. The principal risk
factors associated with an investment in the
International Fund are the fluctuation in
principal value of equity securities and the
special risks associated with investing
outside the United States. See "RISK FACTORS
AND SPECIAL CONSIDERATIONS."

4
<PAGE> 10

FEE TABLE

<TABLE>
<CAPTION>
INCOME GROWTH INTERNATIONAL
FUND FUND FUND
------ ------ -------------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a
percentage of offering price)..................... None None None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)............... None None None
Maximum Contingent Deferred Sales Charges Imposed on
Certain Redemptions During the First Five Years
(as a percentage of the lower of (a) redemption
proceeds or (b) the original purchase price)(1)... 4% 4% 4%
Redemption Fees (as a percentage of amount redeemed,
if applicable)(2)................................. None None None
Exchange Fee........................................ None None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Investment Management Fees After Fee Waiver(3)...... .33% .74% .50%
12b-1 Fees After Fee Waiver(4)...................... .05% .40% .05%
Other Expenses After Fee Waiver(5).................. .72% .61% 1.45%
---- ---- ----
Total Fund Operating Expenses After Fee
Waiver(6).................................... 1.10% 1.75% 2.00%
==== ==== ====
</TABLE>

The purpose of this table is to assist a potential investor in
understanding the various costs and expenses that an investor in a Fund will
bear directly or indirectly.
- ------------
(1) The maximum 4% contingent deferred sales charge applies to redemptions
during the first two years after purchase. Such charge generally declines by
1% annually thereafter, reaching zero after 5 years. No contingent deferred
sales charge is imposed on (a) amounts representing increases in net asset
value above the net asset value at the time of purchase or (b) shares
acquired through the reinvestment of dividends and distributions. In
addition, no such charge is imposed on exchanges of one Fund's Shares for
Shares of the other Funds. See "HOW TO PURCHASE SHARES."

(2) A wire redemption charge (currently $10) will be deducted from the amount of
a wire redemption payment made at the request of a Shareholder. See "HOW TO
REDEEM SHARES--Redemption by Telephone."

(3) Absent the voluntary reduction of advisory fees, Investment Management Fees
for the Intermediate Income Fund, the Growth Fund and the International
Fund, as a percentage of average daily net assets, would have been .50%,
.74% and .90%, respectively, on an annual basis. See "MANAGEMENT OF THE
COMPANY--Investment Adviser."

5
<PAGE> 11

(4) Each Fund has adopted a Distribution Services Plan (the "Plans") pursuant to
which the Fund is authorized to pay or reimburse the Distributor a periodic
amount calculated at an annual rate not to exceed 1.00% of the average daily
net assets of such Fund. Currently, amounts payable under the Plans are
being voluntarily waived in part in order to help assure overall expense
ratios of 1.10% in the case of the Income Fund, 1.75% in the case of the
Growth Fund and 2.00% in the case of the International Fund. These expense
ratios are not, however, guaranteed and are subject to change at any time.
In that connection, the amounts actually paid under the Plans during the
current fiscal year may be higher than the amounts indicated in the Fee
Table. The payment of Rule 12b-1 fees by the Funds may cause long-term
Shareholders to pay more than the economic equivalent of the maximum
front-end sales charge permitted by the National Association of Security
Dealers, Inc. (the "NASD").

(5) Absent the waiver of certain fees and the reimbursement of certain expenses
by the Adviser, "Other Expenses" as a percentage of average daily net assets
would have been 1.02% for the Income Fund, 0.81% for the Growth Fund and
3.00% for the International Fund.

(6) Absent the reduction of investment advisory and distribution fees and
certain other expenses "Total Fund Operating Expenses" as a percentage of
average daily net assets would have been 2.52% for the Income Fund, 2.55%
for the Growth Fund and 4.90% for the International Fund.

EXAMPLES

This example illustrates the expenses you would pay over different time
periods on a $1,000 investment, assuming (1) 5% annual return and (2) redemption
at the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Income Fund.......................... $ 51 $65 $ 71 $134
Growth Fund.......................... $ 58 $85 $ 105 $206
International Fund................... $ 60 $93 $ 118 $233
</TABLE>

This example illustrates the expenses you would pay over different time
periods on a $1,000 investment, assuming (1) 5% annual return and (2) no
redemption at the end of each time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Income Fund.......................... $ 11 $35 $ 61 $134
Growth Fund.......................... $ 18 $55 $ 95 $206
International Fund................... $ 20 $63 $ 108 $233
</TABLE>

The expenses shown above are not annual expenses but, rather, are
cumulative expenses that a Shareholder would pay for the entire period. See
"MANAGEMENT OF THE COMPANY" and "GENERAL INFORMATION" for a more complete
discussion of the Shareholder transaction expenses and annual operating expenses
for the Funds. THE FOREGOING EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.

6
<PAGE> 12

MMA PRAXIS MUTUAL FUNDS
INTERMEDIATE INCOME FUND

FINANCIAL HIGHLIGHTS

The table below sets forth certain financial information with respect to
the Intermediate Income Fund for the period January 4, 1994 (commencement of
operations) through December 31, 1994 and the years ended December 31, 1995 and
1996. Financial highlights for the Fund have been derived from financial
statements audited by Coopers & Lybrand L.L.P., independent accountants, whose
report thereon is incorporated by reference in the Statement of Additional
Information.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED 01/04/94
DECEMBER 31, DECEMBER 31, THROUGH
1996 1995 12/31/94(A)
------------ ------------ -----------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period....... $ 10.17 $ 9.14 $ 10.00
Income From Investment Operations
Net Investment Income...................... 0.54 0.53 0.45
Net Realized and Unrealized Gain/(Loss) on
Investments.............................. (0.33) 1.03 (0.86)
------- ------- -------
Total From Investment Operations......... 0.21 1.56 (0.41)
------- ------- -------
Less Distributions
Net Investment Income...................... (0.54) (0.53) (0.45)
Capital Gains.............................. 0.00 0.00 0.00
------- ------- -------
Total Distributions...................... (0.54) (0.53) (0.45)
------- ------- -------
Net Asset Value, End of Period............. $ 9.84 $ 10.17 $ 9.14
======= ======= =======
Total Return (Excluding redemption
charge).................................. 2.22% 17.47% (4.09)%(c)
Ratios/Supplemental Data
Net Assets, End of Period (000)............ $ 27,568 $ 23,470 $17,849
Ratio of Expenses to Average Net
Assets................................ 1.10% 1.10% 1.10%(b)
Ratio of Net Investment Income to Average
Net Assets............................ 5.50% 5.49% 4.96%(b)
Ratio of Expenses to Average Net
Assets*............................... 2.52%(d) 2.64% 2.83%(b)
Ratio of Net Investment (Loss) Income to
Average Net Assets*................... 4.15% 3.95% 3.23%(b)
Portfolio Turnover Rate.................... 30.25% 31.57% 4.95%
</TABLE>

- ---------------

* During the period certain expenses were voluntarily reduced. If such
voluntary fee reductions had not occurred, the ratios would have been as
indicated.

(a) Period from commencement of operations.

(b) Annualized.

(d) During the year ended December 31, 1996, the Fund received credits from its
custodian for interest earned on uninvested cash balances which were used to
offset custodian fees. If such credits had not occurred, the expense ratio
would have been as indicated. The ratio of net investment income was not
affected.

7
<PAGE> 13

MMA PRAXIS MUTUAL FUNDS
GROWTH FUND

FINANCIAL HIGHLIGHTS

The table below sets forth certain financial information with respect to
the Growth Fund for the period January 4, 1994 (commencement of operations)
through December 31, 1994, and the years ended December 31, 1995 and 1996.
Financial highlights for the Fund have been derived from financial statements
audited by Coopers & Lybrand L.L.P., independent accountants, whose report
thereon is incorporated by reference in the Statement of Additional Information.
Financial Highlights are not shown for the International Fund because this Fund
did not offer shares during the periods shown.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED 01/04/94
DECEMBER 31, DECEMBER 31, THROUGH
1996 1995 12/31/94(A)
------------ ------------ -----------
<S> <C> <C> <C>
Net Asset Value, Beginning of Period... $ 12.07 $ 9.74 $ 10.00
Income From Investment Operations
Net Investment Income.................. 0.07 0.10 0.09
Net Realized and Unrealized Gain/(Loss)
on Investments....................... 1.85 3.12 (0.07)
------- ------- -------
Total From Investment Operations..... 1.92 3.22 0.02
------- ------- -------
Less Distributions
Net Investment Income.................. (0.07) (0.10) (0.09)
Capital Gains.......................... (0.35) (0.79) (0.19)
------- ------- -------
Total Distributions.................. (0.42) (0.89) (0.28)
------- ------- -------
Net Asset Value, End of Period......... $ 13.57 $ 12.07 $ 9.74
======= ======= =======
Total Return (Excluding redemption
charge).............................. 15.87% 33.32% 0.27%(c)
Ratios/Supplemental Data
Net Assets, End of Period (000)........ $ 58,907 $ 30,906 $18,009
Ratio of Expenses to Average Net
Assets............................ 1.74% 1.75% 1.75%(b)
Ratio of Net Investment Income to
Average Net Assets................ 0.61% 0.90% 1.02%(b)
Ratio of Expenses to Average Net
Assets*........................... 2.55%(d) 2.81% 3.25%(b)
Ratio of Net Investment (Loss) Income
to Average Net Assets*............ (0.17)% (0.16)% (0.48)%(b)
Portfolio Turnover Rate................ 33.98% 48.91% 35.22%
Average Commission Rate Paid(e)........ $ 0.1038
</TABLE>

- ---------------

* During the period certain expenses were voluntarily reduced. If such
voluntary fee reductions had not occurred, the ratios would have been as
indicated.

8
<PAGE> 14

(a) Period from commencement of operations.

(b) Annualized.

(e) Represents the total dollar amount of commissions paid on portfolio
transactions divided by the total number of shares purchased and sold by the
Fund for which commissions were charged.

9
<PAGE> 15

CRITERIA FOR SOCIALLY RESPONSIBLE INVESTING

Although Praxis is a word more commonly used in theological circles than in
the context of mutual funds and finance, the Adviser believes that it captures
the essence of the Company's investment philosophy. Praxis refers to a way of
joining belief and action. It holds that faith detached from works is merely
escapism.

The goal of the MMA Praxis Mutual Funds is to join beliefs with deeds,
using the tools of socially responsible investing. The MMA Praxis Mutual Funds
are therefore governed by a policy that applies social and financial screens to
investment decisions. It is the Company's philosophy that being faithful
stewards means using assets God has entrusted to us to promote economic results
that are in harmony with ethical beliefs. Accordingly, the Adviser will actively
seek ways to promote human well-being, peace, and justice through its investment
decisions.

When considering an investment, the Adviser analyzes the performance of the
issuing company not only for its financial strengths and outlook, but also for
the company's performance on social issues. That is based on the tenet that
social investing is good business. By utilizing social investing screens, the
Company can encourage corporations to be good stewards of their resources, to
care for the environment, and to create work environments that benefit both the
employees and the shareholders.

Investors should understand, however, that socially responsible investing
outside the United States can be more difficult. Countries have quite different
laws and regulations governing the securities markets, financial and company
disclosure, environmental, labor, health and welfare standards and practices.
Generally, there is less information available to the public about the business
activities and practices of foreign companies. As a result, it is more difficult
to effectively apply social investing screens abroad than it is in the United
States. Accordingly, the International Fund may unintentionally invest in
foreign companies that may engage in a line of business or other practices that
do not meet the Fund's social screens. Nevertheless, it is the goal of the
Adviser (hereinafter, the term Adviser includes the Sub-Adviser where
appropriate in the context) to avoid investment in such companies domestically,
and internationally and foreign investments will be screened to attempt to
assure that the Fund's investments are socially responsible based upon the
Company's principles. When the Company becomes aware that it has invested in a
Company that may be engaged in an activity which is inconsistent with the
Company's principles, it may first seek to use its influence to change that
activity and may eventually determine to sell its investment. The Company is not
under any strict time schedule to make a decision to sell such investments.

Among the Company's principles are the following:

1. Peace. Peace is a major concern. The manufacture and support of
military armaments are not consistent with the Company's values. Thus, the
Adviser restricts investments in major military contractors and in arms
production by avoiding investments in:

a) companies on the most recent list of the United States
Department of Defense's 50 largest contractors;

10
<PAGE> 16

b) United States companies with 5 percent or more of their gross
sales in defense contracts; and

c) United States Treasury Bills, Notes and Bonds since a portion of
the proceeds from such securities are used to finance military
expenditures.

d) foreign companies for which the ratio of military equipment
sales to gross revenues is 5% or greater.

2. Justice. In all investments in United States based companies, the
Adviser seeks appropriate means to advocate justice and/or focus on
investments which support and enhance the quality of human life. In this
connection the Adviser will seek to invest in those companies whose
products provide for basic human needs such as food, clothing and housing.
In addition to considering the product produced, the Adviser will seek to
advocate justice by investing in companies that provide for equal
employment opportunities, that have positive community relationships, and
that strive to create wholesome work environments for their employees.

3. Stewardship and Health. Some businesses are involved with products
that are not consistent with stewardship and health. The Adviser will avoid
investments in companies that manufacture alcoholic beverages or tobacco,
and companies involved in the manufacture or direct operation of gambling
equipment or facilities. The Adviser favors companies that provide products
or services that promote a better quality of life such as health care,
housing, food, and education.

4. Responsible Management. The conduct of business is the
responsibility of a company's management. As a matter of general policy,
the Funds favor companies with positive job training programs, effective
equal employment opportunities, and positive environmental records. As
noted above, varying disclosure and legal standards in other countries make
it more difficult to effectively apply this policy abroad than in the
United States. The International Fund may unintentionally make investments
in foreign companies that do not adhere to the same standards as United
States domiciled companies. However, the International Fund will attempt to
give preference to companies for which there is a basis for concluding that
management has not engaged in significantly harmful employment,
environmental or social practices. The International Fund will also avoid
those companies significantly involved in activities known to the Adviser
to be socially or environmentally harmful.

INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS

Each Fund has its own investment objective and policies, which are
described below. The investment objective of each Fund is a fundamental policy
and, as such, may not be changed without the approval of the holders of a
majority of the outstanding Shares of a Fund (as described under "GENERAL
INFORMATION--Miscellaneous"). There can be no assurance that a Fund will achieve
its investment objective. The other policies of a Fund may be changed without
the approval of the holders of a majority of Shares unless (1) the policy is
expressly deemed to be a fundamental policy of the Fund or (2) the policy is
expressly deemed to be changeable only by a majority vote. All percentage
limitations on investments

11
<PAGE> 17

for a particular Fund apply at the time of purchase. The Funds are not required
to sell securities if as a result of market appreciation an investment
limitation is exceeded.

MMA PRAXIS INTERMEDIATE INCOME FUND

The primary investment objective of the Income Fund is to seek current
income with capital appreciation as a secondary objective. Under normal market
conditions, the Income Fund will invest substantially all, but in no event less
than 65%, of the value of its total assets in fixed income securities of all
types, consistent with the Fund's social criteria. Fixed income securities shall
include bonds, fixed income preferred stocks, debentures, notes, zero-coupon
securities, mortgage-related and other asset-backed securities, state, municipal
or industrial revenue bonds, obligations issued or guaranteed by agencies or
instrumentalities of the U.S. Government, debt securities convertible into, or
exchangeable for, common stocks, foreign debt securities, guaranteed investment
contracts, income participation loans (whereby the Fund acquires an interest in
privately negotiated loans to borrowers), first mortgage loans and participation
certificates in pools of mortgages issued or guaranteed by agencies or
instrumentalities of the U.S. Government. The Fund will invest in fixed income
securities which the Adviser believes, as a result of inefficiencies in the bond
market, are inefficiently priced and therefore offer opportunities for superior
performance. The Income Fund will invest in state and municipal securities when,
in the opinion of the Adviser, their yields are competitive with comparable
taxable debt obligations. In addition, the Income Fund may invest up to 35% of
the value of its total assets in (1) variable income preferred stocks, (2)
short-term obligations consisting of high quality (i.e., rated A-2 or better or
Prime-2 or better) money market instruments (commercial paper, certificates of
deposit and bankers' acceptances), variable amount master demand notes, and
variable and floating rate notes, and (3) repurchase agreements. The Income Fund
may also engage in certain options and futures transactions, loans of portfolio
securities and reverse repurchase agreements. As permitted by the Investment
Company Act of 1940 (the "1940 Act"), the Income Fund may also invest up to 10%
of its total assets in securities of other investment companies. The Fund will
generally invest in other investment companies that also have current income as
their investment objective, and the Fund may invest in money market mutual
funds. As a result of the Income Fund investing in such other investment
companies, shareholders of the Fund will indirectly bear a proportionate share
of the expenses of these underlying funds during the period while the Fund is
invested in these funds. Some of the securities in which the Income Fund invests
may have warrants or options attached. The Income Fund will maintain a
dollar-weighted average maturity of three to ten years under ordinary market
conditions.

U.S. CORPORATE DEBT SECURITIES. The Income Fund may invest in bonds, notes
and debentures of a wide range of U.S. corporate issuers. Such obligations, in
the case of debentures, will represent unsecured promises to pay. In the case of
notes and bonds, they may be secured by mortgages on real property or security
interests in personal property. The Income Fund will invest in such corporate
debt securities only if they are rated within the four highest rating categories
at the time of purchase by one or more appropriate nationally recognized
statistical rating organizations (individually, an "NRSRO"; collectively,
"NRSROs") (e.g., Moody's Investors Service, Inc. and Standard & Poor's
Corporation) or, if unrated, which the Adviser deems to present attractive
opportunities and are of comparable

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<PAGE> 18

quality. Securities rated in the fourth highest rating category have speculative
characteristics, even though they are of investment-grade quality, and changes
in economic conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments than is the case with
higher grade securities. Such securities will be purchased (and retained) only
when the Adviser believes the issuers have an adequate capacity to pay interest
and repay principal. In the event that a particular security is downgraded to a
rating of less than investment grade, the Adviser will retain the security and
will then conduct a review of the creditworthiness and other relevant attributes
of the issuer to determine whether to continue holding the security. For a
description of the rating symbols of the NRSROs, see the Appendix to the
Statement of Additional Information.

FOREIGN DEBT SECURITIES. Debt securities of foreign issuers shall include
Eurobonds and securities issued by Canadian corporations. The Fund may also
invest in U.S. dollar-denominated international certificates of deposit,
bankers' acceptances and foreign fixed income issues for which the primary
trading market is in the United States ("Yankee Obligations"). Any investments
by the Fund in these debt securities will be in accordance with its investment
policies and restrictions. For a discussion of the special risks associated with
investments in foreign securities, see "INVESTMENT OBJECTIVES, POLICIES AND RISK
FACTORS--Special Considerations and Risk Factors."

COMMERCIAL PAPER. The Income Fund will purchase commercial paper rated at
the time of purchase within the top two rating categories of appropriate NRSROs
or, if not rated, found by the Adviser to be of comparable quality. See the
Appendix to the Statement of Additional Information for a description of these
ratings.

TEMPORARY INVESTMENTS. For temporary defensive purposes, the Income Fund
may invest all or any portion of its assets in the money market instruments and
repurchase agreements referred to above when, in the opinion of the Adviser, it
is in the best interests of the Fund to do so based upon current market
conditions.

GOVERNMENT RELATED SECURITIES. As indicated above, the Income Fund may
invest in obligations issued or guaranteed by agencies or instrumentalities of
the U.S. Government ("Government Related Securities"). The Fund will not
purchase U.S. Treasury Bills, Notes and Bonds. Obligations of certain agencies
and instrumentalities of the U.S. Government, such as the Government National
Mortgage Association and the Export-Import Bank of the United States, are
supported by the full faith and credit of the U.S. Treasury; others, such as
those of the Federal National Mortgage Association, are supported by the right
of the issuer to borrow from the Treasury; others are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; still others, such as those of the Federal Farm Credit Banks or the
Federal Home Loan Mortgage Corporation, are supported only by the credit of the
instrumentality. No assurance can be given that the U.S. Government would
provide financial support to U.S. Government sponsored agencies or
instrumentalities if it is not obligated to do so by law. The Income Fund will
invest in the obligations of such agencies or instrumentalities only when the
Adviser believes that the credit risk with respect thereto is minimal. The U.S.
Government does not guarantee the market value of any security; therefore, the
market value of the Government Related Securities in the Income Fund's portfolio
and of the Shares of the Fund can be expected to fluctuate as interest rates
change.

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<PAGE> 19

MORTGAGE-RELATED AND ASSET-BACKED SECURITIES. Mortgage-related securities
represent pools of mortgage loans assembled for sale to investors by various
governmental agencies (such as the Government National Mortgage Association) and
government-related organizations (such as the Federal National Mortgage
Association and the Federal Home Loan Mortgage Corporation), as well as by
private issuers (such as commercial banks, savings and loan institutions,
mortgage bankers and private mortgage insurance companies). Collateralized
mortgage obligations ("CMOs"), which are debt securities that are secured by
mortgage loans or agency certificates, will be purchased only if they meet the
rating requirements set forth above with respect to the Income Fund's
investments in debt securities of U.S. corporations. For additional information
regarding the Income Fund's investments in mortgage-related securities, see the
Statement of Additional Information.

Although certain mortgage-related securities may be guaranteed by a third
party or otherwise similarly secured, the market value of the security, which
may fluctuate, is not so secured. Thus, for example, if the Income Fund
purchases a mortgage-related security at a premium, that portion may be lost if
there is a decline in the market value of the security whether due to changes in
interest rates or prepayments of the underlying mortgage collateral. As with
other interest-bearing securities, the prices of mortgage-related securities are
inversely affected by changes in interest rates. However, although the value of
a mortgage-related security may decline when interest rates rise, the converse
is not necessarily true since, in periods of declining interest rates, the
mortgages underlying the securities are prone to prepayment. For this and other
reasons, the stated maturity of a mortgage-related security may be shortened by
unscheduled prepayments on the underlying mortgages and, accordingly, it is not
possible to predict accurately the security's return to the Income Fund since
the Fund would generally be investing the proceeds in a market with lower
interest rates. In addition, regular payments received in respect to
mortgage-related securities include both interest and principal. No assurance
can be given as to the return that the Income Fund will receive when these
amounts are reinvested.

Asset-backed securities (unrelated to first mortgage loans) represent
fractional interests in pools or leases, retail installment loans or revolving
credit receivables, both secured (such as Certificates for Automobile
Receivables or "CARS(SM)") and unsecured (such as Credit Card Receivable
Securities or "CARDS(SM)"). These assets are generally held by a trust and
payments of principal and interest or interest only are passed through monthly
or quarterly to certificate holders and may be guaranteed up to certain amounts
by letters of credit issued by a financial institution affiliated or
unaffiliated with the trustee or originator of the trust. Asset-backed
securities will be purchased only if they meet the rating requirements set forth
above with respect to the Income Fund's investments in debt securities of U.S.
corporations.

Like mortgages underlying mortgage-backed securities, underlying automobile
sales contracts or credit card receivables are subject to prepayment, which may
reduce the overall return to certificate holders. Nevertheless, principal
repayment rates tend not to vary much with interest rates and the short-term
nature of the underlying car loans or other receivables tend to dampen the
impact of any change in the prepayment level. Certificate holders may also
experience delays in payment on the certificates if the full amounts due on
underlying sales contracts or receivables are not realized by the trust because
of unanticipated legal or administrative costs of enforcing the contracts or
because of depreciation or damage to the

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<PAGE> 20

collateral (usually automobiles) securing certain contracts, or other factors.
If consistent with its investment objective and policies, the Income Fund may
invest in other asset backed securities that may be developed in the future,
provided that adequate disclosure has first been made in the Prospectus or any
supplement thereto.

Issuers of mortgage-backed and asset-backed securities often issue one or
more classes, one of which (the "Residual") is in the nature of equity. The
Income Fund will not invest in any Residual.

MMA PRAXIS GROWTH FUND

The primary investment objective of the Growth Fund is to seek capital
appreciation with current income as a secondary objective. Through
value-oriented investing, the Growth Fund invests primarily in undervalued
securities of medium to large capitalization companies (i.e., those companies
having greater than $200 million in assets) which, in the Adviser's view,
provide products and services that are consistent with the Company's social
responsibility criteria. Consistent with the foregoing, the Adviser will seek to
identify companies with the following characteristics when selecting equity
securities for investment on behalf of the Growth Fund:

(1) steady earnings and cash flow growth historically and/or
prospectively;

(2) dominant market position or strong niche products and services;

(3) favorable balance sheets;

(4) excess cash flow from operations; and

(5) sustainable dividend growth.

In addition, the Adviser will employ the following traditional valuation
methods for purposes of identifying undervalued securities:

(1) low absolute and comparative price-earning ratios;

(2) low price to book valuations; and

(3) low price relative to the industry value.

Under normal market conditions, the Growth Fund will invest substantially
all, but in no event less than 65%, of the value of its total assets in equity
securities, which are defined as common stocks, preferred stocks, securities
convertible into common stocks, warrants and any rights to purchase common
stocks. The remainder of the Growth Fund's assets may be invested in any
combination of non-convertible fixed income securities and repurchase
agreements. The Growth Fund may also engage in the options and futures
transactions described below and may invest in the securities of other
investment companies.

SHORT SALES. The Growth Fund may also sell securities short
"against-the-box." A short sale "against-the-box" is a short sale (i.e., a sale
made in anticipation of the drop in value of a particular stock) in which the
Fund owns an equal amount of the securities sold short or securities convertible
into or exchangeable without payment of further consideration for securities of
the same issue as, and equal in amount to, the securities sold short. In the
event

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<PAGE> 21

that the Fund were to sell securities short "against the box" and the price of
such securities were to then increase rather than decrease, the Fund would
forego the potential realization of the increased value of the shares sold
short.

FIXED INCOME SECURITIES. Because the market value of fixed income
securities can be expected to vary inversely to changes in prevailing interest
rates, investing in such fixed income securities can provide an opportunity for
capital appreciation when interest rates are expected to decline. The
non-convertible fixed income securities referred to above will consist of (1)
corporate notes, bonds and debentures that are rated investment grade at the
time of purchase (i.e. within the four highest rating categories of one or more
appropriate NRSROs) or, if unrated, are deemed by the Adviser to be of
comparable quality to those securities that are rated investment grade and (2)
Government Related Securities. For a description of securities rated within the
fourth highest rating category of NRSROs, see "INVESTMENT OBJECTIVES, POLICIES
AND RISK FACTORS--Praxis Intermediate Income Fund." For a complete description
of the ratings assigned to corporate debt securities by NRSROs, see the Appendix
to the Statement of Additional Information.

FOREIGN SECURITIES. The Growth Fund may invest in the securities of foreign
issuers. In addition, the Growth Fund may indirectly invest in foreign
securities through the purchase of sponsored and unsponsored American Depositary
Receipts ("ADRs") and European Depositary Receipts ("EDRs") and may also invest
in securities issued by foreign branches of U.S. banks and foreign banks, in
Canadian commercial paper, and in Europaper (U.S. dollar-denominated commercial
paper of a foreign issuer). For a discussion of the risks associated with
investments in foreign securities, see "INVESTMENT OBJECTIVES, POLICIES AND RISK
FACTORS--Special Considerations and Risk Factors."

CONVERTIBLE SECURITIES. The Growth Fund may invest in convertible
securities. A convertible security is a bond, debenture, note, preferred stock
or other security that may be converted into or exchanged for a prescribed
amount of common stock of the same or a different issuer within a particular
period of time at a specified price or formula. A convertible security entitles
the holder to receive interest generally paid or accrued on debt or the dividend
paid on preferred stock until the convertible security matures or is redeemed,
converted or exchanged. Convertible securities have several unique investment
characteristics such as (1) higher yields than common stock, but lower yields
than comparable nonconvertible securities, (2) a lesser degree of fluctuation in
value than the underlying stock since they have fixed income characteristics,
and (3) the potential for capital appreciation if the market price of the
underlying common stock increases. A convertible security might be subject to
redemption at the option of the issuer at a price established in the convertible
security's governing instrument. If a convertible security held by the Fund is
called for redemption, the Fund may be required to permit the issuer to redeem
the security, convert it into the underlying common stock or sell it to a third
party.

MMA PRAXIS INTERNATIONAL FUND

The primary investment objective of the International Fund is capital
appreciation. Current income is a secondary objective. The International Fund
invests at least 65% of the value of its total assets in equity securities of
foreign companies, i.e., companies organized under the laws of, headquartered
in, or whose common equity securities are principally

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<PAGE> 22

traded in countries outside the United States ("foreign issuers"). The Fund will
invest primarily in the more developed countries of western Europe and of Asia,
such as, but not limited to, Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia,
Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, and the
United Kingdom; however, the Fund may invest up to 20% of its assets in
countries with less developed securities markets, such as, but not limited to,
Korea, Indonesia, Mexico, and Thailand. The Fund will normally invest in at
least 8 different countries outside the United States.

The International Fund is not alone a balanced investment plan. It is,
however, intended for long-term investors who seek capital appreciation through
investments abroad and who are willing and able to accept the risks and share
price volatility associated with foreign investing. See "Risk Factors and
Special Considerations" below.

The Fund may purchase common stocks, preferred stocks, sponsored and
unsponsored depositary receipts, options, warrants and other securities
convertible into common stocks and it may sell securities short "against the
box". In addition, under unusual conditions abroad or when the Adviser and
Sub-Adviser believe that economic or market conditions warrant, the Fund may
invest up to 100% of its total assets for temporary, defensive reasons in equity
securities of U.S. companies. In addition, the Fund may, under normal market
conditions, invest up to 35% of its total assets, and up to 100% of its total
assets for temporary defensive purposes, in debt securities of all types
provided that such securities are of investment grade, i.e., rated BBB or higher
by Standard & Poor's or Baa or higher by Moody's or if unrated are, in the
opinion of the Adviser or Sub-Adviser, of comparable quality. For a description
of securities rated within the fourth highest rating category of NRSROs, see
"INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS--Praxis Intermediate Income
Fund." For a complete description of the ratings assigned to corporate debt
securities by NRSROs, see the Appendix to the Statement of Additional
Information.

INVESTMENT STYLE. In managing the International Fund, the Sub-Adviser
attempts to identify opportunities for return based on a strategy that seeks out
securities markets that the Sub-Adviser believes are undervalued and then
overweighing those markets while controlling risk through country and issuer
diversification. The investment process focuses upon countries, currency
considerations, industries and specific companies. The Sub-Adviser believes that
allocations to and among countries are, however, particularly important in
identifying relative return opportunities and in controlling risk, and in making
country allocations, the Sub-Adviser takes into account a range of factors,
including the relative strength of a country's currency as well as rate of
return expectations. Decisions to invest in particular countries, industries and
companies are based upon fundamental research. The Sub-Adviser relies upon
direct contact with corporate managements and research from global and regional
economists, research analysts within the brokerage community, industry and trade
specialists, as well as trade and media publications.

OPTIONS AND FUTURES CONTRACTS. The Fund may purchase or sell options on
specific securities and currencies, as well as options on securities indexes. It
may also enter into futures contracts and related options contracts. Options and
futures may be used for any legally permissible purpose, including hedging or as
a substitute for purchasing a particular security or group of securities or to
reduce transaction costs. Futures contracts can be used

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<PAGE> 23

to help manage cash flow and remain invested in particular markets. They may
also be used to hedge or reduce the risk of owning certain securities. See
"Other Investment Techniques Permitted for Each Fund." The Fund may have up to
10% of its net assets committed to options and futures transactions.

FOREIGN CURRENCY. The Fund may also purchase and sell foreign currencies on
a spot or forward basis. Investing in securities denominated in foreign
currencies involves the risk of unfavorable foreign exchange rate changes. The
Fund's net asset value will be reported, and dividends from the Fund will be
made, in U.S. dollars. Accordingly, the Fund's net asset value, expressed in
U.S. dollars, would be adversely affected by a depreciation in the value of
foreign currencies relative to the U.S. dollar. The Fund may engage in currency
transactions, including forward currency exchange contracts and options on
foreign currencies, to protect (i) against the decline in the dollar value of
foreign portfolio securities and (ii) against increases in the U.S. dollar cost
of foreign securities to be acquired. The Fund does not, however, expect to use
foreign currency transactions to a significant degree except to protect against
increases in the U.S. dollar cost of foreign securities to be acquired. As
discussed above, the Sub-Adviser takes currency considerations into account in
selecting countries and issuers for investment. Moreover, an extensive use of
currency transactions requires predicting currency movements accurately and
involves countervailing costs and risks of loss, and there can be no assurance
that currencies will move in the direction anticipated by the Sub-Adviser.

RISK FACTORS AND SPECIAL CONSIDERATIONS

The principal risk factor associated with an investment in the Income Fund
is interest rate risk. Accordingly, the value of its portfolio securities and
its Shares will generally vary inversely with changes in prevailing interest
rates.

The principal risk factor associated with an investment in the Growth Fund
is the fluctuation in the principal value of equity securities. To the extent
that the Growth Fund may invest in foreign securities, it will be subject to the
special risks that are generally associated with such investments, which are
discussed below.

The principal risk factors associated with an investment in the
International Fund are the fluctuation in the principal value of equity
securities and the special risks that are generally associated with foreign
investments.

Investment in foreign securities is subject to special risks that differ in
various respects from those related to investment in securities of U.S. domestic
issuers.

Significant portions of the assets of the International Fund, in
particular, will be invested in securities denominated in foreign currencies.
Changes in the exchange rate of the U.S. dollar against other currencies in
which the Fund's investments are denominated will affect the U.S. dollar value
of the Fund. Exchange rates are determined by forces of supply and demand in the
foreign exchange markets and these forces are in turn affected by a range of
economic, political, financial, governmental and other factors. Exchange rate
fluctuations can affect the Fund's net asset value and dividends either
positively or negatively depending upon whether foreign currencies are
appreciating or depreciating in value relative to the U.S. dollar. Exchange
rates fluctuate over both the short and long term.

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<PAGE> 24

In addition, foreign securities markets differ from U.S. securities
markets. They may be subject to different or less regulation or governmental
oversight. Foreign securities markets often have less trading volume and less
liquidity and greater share price volatility than U.S. securities markets.
Brokerage commissions, custodial services and other costs of investing are
generally more expensive than in the United States. Foreign securities markets
have different and often less efficient transaction settlement systems. In
certain markets settlements can be delayed, resulting in difficulty in disposing
of securities or achieving attractive investment opportunities. Different
business practices and different levels of government oversight can increase the
risk of loss due to lost, stolen or counterfeit securities. These risks are
generally not as significant in the more developed countries and markets as they
are in developing or emerging markets.

Investment in securities of foreign companies is also subject to special
risks, such as future adverse political and economic developments, possible
seizure, currency blockage, nationalization or expropriation of foreign
investments, less stringent disclosure requirements and less publicly available
information, the possible establishment of exchange controls or taxation at the
source, or the adoption of other foreign governmental restrictions, and the risk
that companies may not be subject to the accounting, auditing and financial
reporting standards and requirements of U.S. companies. Securities of foreign
issuers may be subject to certain withholding and other taxes of the relevant
jurisdiction, which may reduce the yield on the securities to the Funds and
which might not be recoverable by the Funds or shareholders. For additional
information regarding these risks, see "INVESTMENT OBJECTIVES, POLICIES AND RISK
FACTORS--Additional Information on Portfolio Instruments--Foreign Investments"
in the Statement of Additional Information.

OTHER INVESTMENT TECHNIQUES PERMITTED FOR EACH FUND

REPURCHASE AGREEMENTS. Securities held by a Fund may be subject to
repurchase agreements. Under the terms of a repurchase agreement, a Fund would
acquire securities from member banks of the Federal Deposit Insurance
Corporation and from registered broker-dealers which the Adviser deems
creditworthy under guidelines approved by the Company's Board of Trustees. The
seller agrees to repurchase such securities at a mutually agreed-upon date and
price. The repurchase price would generally equal the price paid by a Fund plus
interest negotiated on the basis of current short-term rates, which may be more
or less than the rate on the underlying portfolio securities. Securities subject
to repurchase agreements must be of the same type and quality as those in which
a Fund may invest directly. The seller under a repurchase agreement will be
required to maintain at all times the value of collateral held pursuant to the
agreement at an amount equal to 102% of the repurchase price (including accrued
interest). This requirement will be continually monitored by the Adviser. In
addition, securities subject to a repurchase agreement will be held in a
segregated account. If the seller were to default on its repurchase obligation
or become insolvent, a Fund would suffer a loss if the proceeds from a sale of
the underlying portfolio securities were less than the repurchase price under
the agreement, or the disposition of such securities by a Fund were delayed
pending court action. Repurchase agreements are considered to be loans
collateralized by the underlying security under the 1940 Act. For further
information about repurchase agreements, see "INVESTMENT OBJECTIVES, POLI-

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<PAGE> 25

CIES AND RISK FACTORS--Additional Information on Portfolio
Instruments--Repurchase Agreements" in the Statement of Additional Information.

OPTIONS. The Funds may each purchase put and call options listed on a
securities exchange or traded over-the-counter in an amount not exceeding 5% of
their respective net assets. Such options may relate to particular securities or
to various stock or bond indices. Purchasing options is a specialized investment
technique which entails a substantial risk of a complete loss of the amounts
paid as premiums to the option writer.

The Funds may also write covered call options. A covered call option is an
option to acquire a security that a Fund owns or has the right to acquire during
the option period. The aggregate value of the securities subject to covered call
options written by a Fund will not exceed 25% of the value of its net assets. In
order to close out an option position, a Fund may enter into a "closing purchase
transaction"--the purchase of a covered call option on the same security with
the same exercise price and expiration date as the option which the Fund
previously wrote. By writing a covered call option, a Fund forgoes the
opportunity to profit from an increase in the market price of the underlying
security above the exercise price but retains the risk of loss should the price
of the security decline. The use of covered call options will not be a primary
investment technique of a Fund. For additional information relating to option
trading practices, including particular risks, see the Statement of Additional
Information.

FUTURES CONTRACTS AND RELATED OPTIONS. The Funds may invest in futures
contracts and options on futures contracts to the extent permitted by the
Commodity Futures Trading Commission ("CFTC") and the Commission and thus will
engage in such transactions for bona fide hedging purposes to manage risks
associated with various portfolio securities and not for speculative purposes.
Such transactions, including stock or bond index futures contracts, or options
thereon, act as a hedge to protect a Fund from fluctuations in the value of its
securities caused by anticipated changes in interest rate or market conditions
without necessarily buying or selling the securities. Hedging is a specialized
investment technique that entails skills different from other investment
management. The Adviser (and Sub-Adviser to the International Fund) may consider
such transactions to be economically appropriate for the reduction of risk
inherent in the ongoing management of a Fund. A stock or bond index futures
contract is an agreement in which one party agrees to take or make delivery of
an amount of cash equal to a specified dollar amount times the difference
between the index value (which assigns relative values to the common stock or
bonds included in the index) at the close of the last trading day of the
contract and the price at which the agreement is originally made. No physical
delivery of the underlying stock or bond in the index is contemplated.
Similarly, it may be in the best interest of a Fund to purchase or sell interest
rate futures contracts, or options thereon, which provide for the future
delivery of specified securities.

The purchase and sale of futures contracts or related options will not be a
primary investment technique of the Funds. Neither of the Funds will purchase or
sell futures contracts (or related options thereon) if, immediately after
purchase, the aggregate initial margin deposits and premiums paid by a Fund on
its open futures and options positions, exceeds 5% of the liquidation value of
the Fund after taking into account any unrealized profits and unrealized losses
on any such futures or related options contracts into which it has entered.

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<PAGE> 26

For a more detailed description of futures contracts and related options, see
the Statement of Additional Information.

REVERSE REPURCHASE AGREEMENTS. Each Fund may borrow funds for temporary
purposes by entering into reverse repurchase agreements in accordance with the
investment restrictions described below. Pursuant to such agreements, a Fund
would sell certain of its securities to financial institutions such as banks and
broker-dealers, and agree to repurchase them at a mutually agreed upon date and
price. At the time a Fund enters into a reverse repurchase agreement, it will
place in a segregated custodial account liquid high grade debt securities, such
as U.S. Government securities, consistent with its investment restrictions,
having a value equal to the repurchase price (including accrued interest), and
will subsequently continually monitor the account to ensure that such equivalent
value is maintained at all times. Reverse repurchase agreements involve the risk
that the market value of securities sold by a Fund may decline below the price
at which it is obligated to repurchase the securities. A reverse repurchase
agreement is considered to be a borrowing by an investment company under the
1940 Act. For further information about reverse repurchase agreements, see
"INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS--Additional Information on
Portfolio Instruments--Reverse Repurchase Agreements" in the Statement of
Additional Information.

LENDING OF PORTFOLIO SECURITIES. From time to time in order to generate
additional income, a Fund may lend its portfolio securities, provided such
action is consistent with its investment objective, policies, and restrictions.
During the time portfolio securities are on loan, the borrower will pay a Fund
any dividends or interest paid on the securities. In addition, loans will be
subject to termination by a Fund or the borrower at any time.

A Fund will enter into loan arrangements only with broker-dealers, banks or
other institutions that are not affiliated directly or indirectly with the
Company and which the Adviser has determined are creditworthy under guidelines
established by the Company's Board of Trustees. While the lending of securities
may subject a Fund to certain risks, such as delays or an inability to regain
the securities in the event the borrower defaults on its lending agreement or
enters into bankruptcy, a Fund will receive 100% of the collateral on loaned
securities in the form of cash or Government Related Securities. This collateral
will be valued daily by the Adviser and, should the market value of the loaned
securities increase, the borrower will be required to furnish additional
collateral to the Fund.

Although each of the Funds does not expect to do so on a regular basis, it
may lend portfolio securities in amounts representing up to one third of the
value of the Fund's total assets.

WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS. A Fund may purchase
securities on a when-issued or delayed-delivery basis. A Fund will engage in
when-issued and delayed-delivery transactions only for the purpose of acquiring
portfolio securities consistent with its investment objective and policies, not
for investment leverage. When-issued securities are securities purchased for
delivery beyond the normal settlement date at a stated price and yield and
thereby involve a risk that the yield obtained in the transaction will be less
than those available in the market when delivery takes place. A Fund will
generally not pay for such securities or start earning interest on them until
they are received. When a Fund agrees

21
<PAGE> 27

to purchase such securities, however, the Fund's custodian will set aside cash
or liquid securities equal to the amount of the commitment in a separate
account. Securities purchased on a when-issued basis are recorded as an asset
and are subject to changes in the value based upon changes in the general level
of interest rates. In when-issued and delayed-delivery transactions, a Fund
relies on the seller to complete the transaction; the seller's failure to do so
may cause a Fund to miss a price or yield considered to be advantageous.

A Fund's commitment to purchase when-issued securities will not exceed 25%
of the value of its total assets absent unusual market conditions. Neither of
the Funds intends to purchase when-issued securities for speculative purposes
but only in furtherance of its investment objective.

TEMPORARY INVESTMENTS. The International Fund may, for daily cash
management purposes, also invest in high quality money market securities
(commercial paper, certificates of deposit and bankers' acceptances), as well as
the repurchase agreements referred to above. The International Fund may invest,
without limit, in any combination of the Government Related Securities, money
market instruments and repurchase agreements referred to above when, in the
opinion of the Sub-Adviser, it is determined that a temporary defensive position
is in the best interests of the Fund based upon current market conditions.

OTHER INVESTMENT COMPANIES. Each Fund may also invest up to 10% of the
value of its total assets in the securities of other investment companies. A
Fund will incur additional expenses due to the duplication of expenses as a
result of investing in other investment companies. Additional restrictions on a
Fund's investments in the securities of other investment companies are contained
in the Statement of Additional Information.

INVESTMENT RESTRICTIONS

Each Fund is subject to the following fundamental investment restrictions
that may be changed only by the affirmative vote of a majority of the
outstanding Shares of such Fund (as defined below under "GENERAL
INFORMATION--Miscellaneous"). Other investment restrictions, both fundamental
and non-fundamental, are set forth under "INVESTMENT OBJECTIVES, POLICIES AND
RISK FACTORS--Investment Restrictions" in the Statement of Additional
Information.

Each Fund will not:

1. Purchase securities of any one issuer, other than obligations
issued or guaranteed by U.S. Government agencies or instrumentalities, if,
immediately after such purchase, with respect to 75% of its portfolio, more
than 5% of the value of the total assets of the Fund would be invested in
such issuer, or the Fund would hold more than 10% of any class of
securities of the issuer or more than 10% of the outstanding voting
securities of the issuer.

2. Purchase any securities which would cause 25% or more of the value
of the Fund's total assets at the time of purchase to be invested in
securities of one or more issuers conducting their principal business
activities in the same industry, provided that (a) there is no limitation
with respect to obligations issued or guaranteed by U.S. Government
agencies or instrumentalities and repurchase agreements secured by obli-

22
<PAGE> 28

gations of U.S. Government agencies or instrumentalities; (b) wholly owned
finance companies will be considered to be in the industries of their
parents if their activities are primarily related to financing the
activities of their parents; and (c) utilities will be divided according
their services. For example, gas, gas transmission, electric and gas,
electric, and telephone will each be considered a separate industry.

3. Borrow money or issue senior securities, except that the Fund may
borrow from banks or enter into reverse repurchase agreements for temporary
purposes in amounts up to 10% of the value of its total assets at the time
of such borrowing; or mortgage, pledge, or hypothecate any assets, except
in connection with any such borrowing and in amounts not in excess of the
lesser of the dollar amounts borrowed or 10% of the value of the Fund's
total assets at the time of its borrowing. The Fund will not purchase
securities while borrowings (including reverse repurchase agreements) in
excess of 5% of its total assets are outstanding.

4. Make loans, except that the Fund may purchase or hold debt
securities and lend portfolio securities in accordance with its investment
objective and policies, and may enter into repurchase agreements.

VALUATION OF SHARES

The net asset value of each of the Funds is determined and its Shares are
priced as of the close of regular trading on the New York Stock Exchange
(generally 4:00 p.m., Eastern Time) on each Business Day ("Valuation Time"). A
"Business Day" is a day on which the New York Stock Exchange is open for trading
and any other day (other than a day on which no Shares of that Fund are tendered
for redemption and no order to purchase any Shares is received) during which
there is sufficient trading in money market instruments or in its portfolio
securities that a Fund's net asset value per share might be materially affected.

The New York Stock Exchange will not open in observance of the following
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. The Funds will also be
closed in observance of Martin Luther King Day.

For each Fund, the net asset value per Share will fluctuate as the value of
the Fund's investment portfolio changes.

The securities in the Funds will be valued at market value. The Funds use
various independent pricing services to value most of their investments. If
market quotations are not available, the securities will be valued by a method
which the Board of Trustees believes accurately reflects fair value. For further
information about valuation of investments, see "NET ASSET VALUE" in the
Statement of Additional Information.

HOW TO PURCHASE SHARES

Shares of the Funds are sold on a continuous basis by the Company's
Distributor, BISYS Fund Services. The principal office of the Distributor is
3435 Stelzer Road, Columbus, Ohio 43219. If you wish to purchase Shares, contact
the Funds at 1-800-9-PRAXIS.

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<PAGE> 29

Shares of the Funds are continuously offered and may be purchased directly
either by mail or by telephone. Shares may also be purchased through a
broker-dealer who has established a dealer agreement with the Distributor.
Investors may be charged a fee if they effect transactions in fund shares
through a broker or agent. Except as otherwise provided in this Prospectus, the
minimum investment is $500 for the initial purchase of Shares and $50 for
subsequent purchases. For purchases that are made in connection with 401(k)
plans, 403(b) plans and other similar plans or payroll deduction plans, the
minimum investment amount for initial and subsequent purchases may be waived.
(See "SHAREHOLDER SERVICES--Auto Invest Plan" below for separate minimum
investment requirements).

Purchases of Shares of the Funds will be executed at the next calculated
net asset value per Share following the receipt of an order to purchase Shares
in good form ("public offering price"). In the case of orders for the purchase
of Shares placed through a broker-dealer, the applicable public offering price
will be the net asset value as so determined, but only if the broker-dealer
receives the order prior to the Valuation Time for that day and transmits it to
the Funds by 4:00 p.m. Eastern Time. The broker-dealer is responsible for
transmitting such orders promptly. If the broker-dealer fails to do so, the
investor's right to that day's closing price must be settled between the
investor and the broker-dealer. If the broker-dealer receives the order after
the Valuation Time for that day, the price will be based on the net asset value
determined as of the Valuation Time for the next business day.

Investors should be aware of the applicability of a contingent deferred
sales charge to certain redemptions (see "HOW TO PURCHASE SHARES--Contingent
Deferred Sales Charges").

PURCHASES BY MAIL. Shares of a Fund may be purchased by completing an
account application and mailing it along with a check (or other negotiable bank
draft or money order) made payable to the appropriate Fund for at least the
minimum initial purchase amount, to:

MMA PRAXIS MUTUAL FUNDS
P.O. Box 182446
Columbus, Ohio 43218-2446

For overnight delivery, the following address should be used:

MMA PRAXIS MUTUAL FUNDS
3435 Stelzer Road

Columbus, Ohio 43219

Attn: Distribution Services

An account application accompanies this Prospectus. Subsequent purchases of
Shares of a Fund may be made at any time by mailing a check payable to the
appropriate Fund with your investment stub (which is attached to all
confirmations and periodic statements), to the above address.

PURCHASES BY TELEPHONE. Shares of a Fund may be purchased by calling the
Funds at 1-800-9-PRAXIS, if your account application has been previously
received by the Distributor. For Shares ordered by telephone, payment is made by
wiring funds to the Funds' custodian. Prior to wiring funds and in order to
ensure that wire orders are invested promptly, investors

24
<PAGE> 30

must call the Distributor at the number above to obtain instructions regarding
the bank account number to which the funds should be wired and other pertinent
information.

OTHER INFORMATION REGARDING PURCHASES. Purchases of Shares will be effected
only on a Business Day (as defined in "VALUATION OF SHARES") based upon the
public offering price. The Company reserves the right to reject any order for
the purchase of a Fund's Shares in whole or in part, including purchases made
with foreign and third party drafts or checks.

Every Shareholder of record will receive a confirmation of each transaction
in his or her account, which will also show the total number of Shares of that
Fund owned by the Shareholder. Shareholders may rely on these statements in lieu
of certificates. Certificates representing Shares of the Funds will not be
issued.

CONTINGENT DEFERRED SALES CHARGES. There is no sales charge imposed on the
purchase of Shares of the Funds at the time of purchase. Therefore, the full
amount of the purchase payment is invested. However, when Shares are redeemed
within five years after their purchase, a contingent deferred sales charge will
be imposed at rates declining from 4% to zero in accordance with the table
below.

<TABLE>
<CAPTION>
CONTINGENT DEFERRED SALES
YEAR IN WHICH SHARES CHARGE AS A PERCENTAGE
REDEEMED FOLLOWING PURCHASE OF DOLLAR AMOUNT
- ------------------------------------------------------------ -------------------------
<S> <C>
First....................................................... 4.0%
Second...................................................... 4.0%
Third....................................................... 3.0%
Fourth...................................................... 2.0%
Fifth....................................................... 1.0%
Sixth and beyond............................................ None
</TABLE>

The amount of the contingent deferred sales charge, if any, will vary
depending on the number of years from the time of payment for the purchase of
Shares until the time of redemption of such Shares.

The charge will be assessed on an amount equal to the lesser of the cost of
the Shares being redeemed or their net asset value at the time of redemption.
Accordingly, no sales charge will be imposed on increases in net asset value
above the initial purchase price. In addition, no charge will be assessed on
Shares derived from the reinvestment of dividends or capital gains
distributions.

In determining whether a contingent deferred sales charge is applicable to
a redemption, the calculation will be determined in the manner that results in
the lowest rate being charged. Therefore, it will be assumed that the redemption
applies first to Shares held for over 5 years or Shares acquired pursuant to the
reinvestment of dividends or capital gain distributions and second to Shares
held longest during the 5-year period. As indicated above, the charge will not
be applied to dollar amounts representing an increase in the net asset value
since the time of purchase. In calculating the contingent deferred sales charge
upon the redemption of a Fund's Shares acquired in an exchange for Shares of the
other Fund (see "Exchange

25
<PAGE> 31

Privilege" below), the purchase of Shares acquired in the exchange is deemed to
have occurred at the time of the original purchase of exchanged Shares.

For Federal income tax purposes, the amount of the contingent deferred
sales charge will reduce the gain or increase the loss, as the case may be, on
the amount recognized on redemption of your Shares.

Proceeds from contingent deferred sales charges are paid to the Distributor
and are used by the Distributor to defray the expenses it incurs related to the
provision of distribution-related services to the Funds in connection with the
sale of Shares, such as the payment of compensation to selected dealers and
agents for selling such Shares. Shares sold subject to the waiver of the
Contingent Deferred Sales Charge are not eligible for the payment of such
compensation. The combination of the contingent deferred sales charge and the
Rule 12b-1 fees facilitates the ability of the Fund to sell Shares without a
sales charge being deducted at the time of purchase. Such Shares are sold
without an initial sales charge so that the Funds will receive the full amount
of the investor's purchase payment.

WAIVER OF THE CONTINGENT DEFERRED SALES CHARGE. The contingent deferred
sales charge is waived on redemptions of Shares:

(1) following the death or disability (as defined in the Statement of
Additional Information) of a Shareholder;

(2) to the extent that the redemption represents a minimum required
distribution from an Individual Retirement Account or other retirement plan
to a Shareholder who has attained the age of 70 1/2;

(3) owned by Trustees of the Company, officers, directors, employees
and retired employees of (a) the Adviser and its affiliates and (b) The
BISYS Group, Inc. and its affiliates, and spouses and children under the
age of 21 of each of the foregoing;

(4) owned by employees (and their spouses and children under the age
of 21) of any broker-dealer with whom the Distributor enters into a dealer
agreement to sell Shares of the Funds;

(5) to the extent that the redemption is involuntary;

(6) owned by all MMA Capital Management and Mennonite Foundation
investment advisory accounts; and

(7) for investment advisors or financial planners who place trades for
their own accounts or the accounts of their clients, and who charge a
management, consulting or other fee for their services; and clients of such
investments advisors or financial planners who place trades for their own
accounts if the accounts are linked to the master account of such
investment advisor or financial planner on the books and records of the
broker or agent: such accounts include retirement and deferred compensation
plans and trusts used to fund those plans, including, but not limited to,
those defined in section 401(a), 403(b) or 457 of the Internal Revenue Code
and "rabbi trusts."

For Items 1 and 2, above, shareholders must notify the Distributor either
directly or through their broker-dealers, at the time of redemption, that they
are entitled to a waiver of

26
<PAGE> 32

the contingent deferred sales charge. For Items 3, 4, 6 and 7 above,
shareholders must notify the Distributor directly, AT THE TIME OF PURCHASE, that
they are entitled to a waiver of the contingent deferred sales charge in case of
a redemption. The waiver will be granted subject to confirmation of the
investor's entitlement.

The Distributor and the Adviser, at their expense, may provide compensation
to dealers in connection with sales of Shares of a Fund. Shares sold subject to
the waiver of the Contingent Deferred Sales Charge are not eligible for the
payment of such compensation. Compensation may include financial assistance to
dealers in connection with conferences, sales or training programs for their
employees, seminars for the public, advertising campaigns regarding one or more
of the Funds, and other dealer-sponsored special events. In some instances, this
compensation may be made available only to certain dealers whose representatives
have sold or are expected to sell a significant amount of Shares. Compensation
may also include payment for travel expenses, including lodging, incurred in
connection with trips taken by invited registered representatives and members of
their families to locations within or outside of the United States for meetings
or seminars of a business nature. Dealers may not use sales of Shares to qualify
for this compensation to the extent such may be prohibited by the laws of any
state or any self-regulatory agency, such as the NASD. None of the
aforementioned compensation is paid for by the Funds or their Shareholders.

HOW TO REDEEM SHARES

Shareholders may redeem their Shares on any day that net asset value is
calculated (see "VALUATION OF SHARES"). Redemptions will be effected at the net
asset value per Share next determined after receipt of a redemption request,
subject to the contingent deferred sales charges described above. A redemption
may be a taxable transaction on which a Shareholder may realize gain or loss.
Redemptions may ordinarily be requested by mail or by telephone.

REDEMPTION BY MAIL. A written request for redemption must be received by
the Funds in order to honor the request. The request should identify the Fund
and should indicate the dollar amount or the number of shares to be redeemed,
identify the owner(s) and the account number and be signed exactly as the Shares
are registered. In the case of joint accounts, the request should contain the
signature of each owner. The Fund's address is: c/o BISYS Fund Services Ohio,
Inc., 3435 Stelzer Road, Columbus, Ohio 43219. The Transfer Agent may require a
signature guarantee by an eligible guarantor institution. For purposes of this
policy, the term "eligible guarantor institution" shall include banks, brokers,
dealers, credit unions, securities exchanges and associations, clearing agencies
and savings associations as those terms are defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934. The Transfer Agent reserves the right to reject
any signature guarantee if (1) it has reason to believe that the signature is
not genuine, (2) it has reason to believe that the transaction would otherwise
be improper, or (3) the guarantor institution is a broker or dealer that is
neither a member of a clearing corporation nor maintains net capital of at least
$100,000. The signature guarantee requirement will be waived if both of the
following conditions apply: (1) the redemption check is payable to the
Shareholder(s) of record and (2) the redemption check is mailed to the
Shareholder(s) at the address of record or the proceeds are either mailed or
wired to a

27
<PAGE> 33

commercial bank account previously designated on the account application. There
is no charge for having redemption requests mailed to a designated bank account.

REDEMPTION BY TELEPHONE. Shares may be redeemed by telephone if the
Shareholder selected that option on the Account Application. The Shareholder may
have the proceeds mailed to his or her address or mailed, wired or
electronically transferred to a commercial bank account previously designated on
the account application. Under most circumstances, wire payments will be
transmitted on the next Business Day and electronic transfer will be on the
Second Business Day. Wire redemption requests may be made by the Shareholder by
telephone to the Funds at 1-800-9-PRAXIS. The then-current wire redemption
charge, presently $10.00, will be deducted from the proceeds of a wire
redemption. An additional fee may be charged by the Shareholder's bank for each
wire redemption. For electronic transfer requests, the appropriate section of
the application must have been previously completed and at least fifteen days
must be allowed prior to implementation. It is not necessary for Shareholders to
confirm telephone redemption requests in writing. During periods of significant
economic or market change, telephone redemptions may be difficult to complete.
If a Shareholder is unable to contact the Distributor by telephone, a
Shareholder may also mail the redemption request to the Distributor at the
address listed above under "HOW TO REDEEM SHARES--Redemption by Mail."

Neither the Distributor, the Transfer Agent, the Company nor the Adviser
will be liable for any losses, damages, expense or cost arising out of any
telephone transaction (including exchanges and redemptions) effected in
accordance with the Company's telephone transaction procedures, upon
instructions believed to be genuine. The Company will employ procedures designed
to provide reasonable assurance that instructions by telephone are genuine; if
these procedures are not followed, the Company or its service contractors may be
liable for any losses due to unauthorized or fraudulent instructions. These
procedures include recording all phone conversations, sending confirmations to
Shareholders within 72 hours of the telephone transaction, verification of
account name and account number or tax identification number, and sending
redemption proceeds only to the address of record or to a previously authorized
bank account. If, due to temporary adverse conditions, investors are unable to
effect telephone transactions, Shareholders may also mail the redemption request
to the Funds at the address listed above under "HOW TO REDEEM SHARES--Redemption
by Mail."

PAYMENTS TO SHAREHOLDERS. Payments to Shareholders for Shares redeemed will
be made within seven days after receipt by the Distributor of the request for
redemption. However, to the greatest extent possible, a Fund will attempt to
honor requests from Shareholders for next day payments upon redemption of Shares
if the request for redemption is received by the Distributor before 4:00 p.m.,
Eastern Time on a Business Day unless it would be disadvantageous to a Fund or
the Shareholders of a Fund to sell or liquidate portfolio securities in an
amount sufficient to satisfy requests for payments in that manner.

At various times, a Fund may be requested to redeem Shares for which it has
not yet received good payment. In such circumstances, a Fund may delay the
forwarding of proceeds until payment has been collected for the purchase of such
Shares, which delay may be for up to 15 days or more. A Fund intends to pay cash
for all Shares redeemed, but under abnormal conditions which make payment in
cash unwise, a Fund may make payment wholly

28
<PAGE> 34

or partly in liquid portfolio securities at their then-current market value
equal to the redemption price. In such cases, an investor may incur brokerage
costs in converting such securities to cash.

INVOLUNTARY REDEMPTION. Due to the relatively high cost of handling small
investments, the Company reserves the right to redeem, at net asset value, the
Shares of any Shareholder if, because of redemptions of Shares by or on behalf
of the Shareholder (but not as a result of a decrease in the market price of
such Shares), the account of such Shareholder has a value of less than $500.
Before the Company exercises its right to redeem such Shares and to send the
proceeds to the Shareholder, the Shareholder will be given notice that the value
of the Shares in his or her account is less than the minimum amount and will be
allowed 60 days to make an additional investment in an amount which will
increase the value of the account to at least $500. Each Fund may refuse to open
an account or may involuntarily redeem the shares held by any investor who has
failed to provide a Fund with a certified taxpayer identification number or such
other tax-related certifications as may be required. In addition, each Fund may
close an account by redeeming its Shares in full at net asset value upon the
failure of a Shareholder who has completed an "awaiting TIN" certification to
provide a Fund with a certified social security or taxpayer identification
number within 60 days after opening the account. Shareholders will receive 30
days' notice of a Fund's intention to close their account unless the proper
information is provided. The contingent deferred sales charge will not be
imposed upon such a redemption.

See "ADDITIONAL PURCHASE AND REDEMPTION INFORMATION--Matters Affecting
Redemption" in the Statement of Additional Information for examples of when the
Company may suspend the right of redemption if it appears appropriate to do so
in light of the Company's responsibilities under the 1940 Act.

SHAREHOLDER SERVICES

MMA PRAXIS INDIVIDUAL
RETIREMENT ACCOUNT ("IRA")

An MMA Praxis IRA enables individuals, even if they participate in an
employer-sponsored retirement plan, to establish their own retirement programs.
MMA Praxis IRA contributions may be tax-deductible and earnings are
tax-deferred. Under the Tax Reform Act of 1986, the tax deductibility of IRA
contributions is restricted or eliminated for individuals who participate in
certain employer pension plans and whose annual income exceeds certain limits.
Existing IRAs and future contributions up to the IRA maximums, whether
deductible or not, still earn income on a tax-deferred basis.

An MMA Praxis Salary Reduction Simplified Employee Pension Plan
("SAR-SEP/IRA") offers employers with 25 or fewer eligible employees the ability
to establish a SEP/IRA that permits salary reduction contributions. A SEP/IRA
may be established on a group basis by an employer who wishes to sponsor a
tax-sheltered retirement program by making contributions into IRA's on behalf of
all eligible employees.

29
<PAGE> 35

All MMA Praxis IRA distribution requests must be made in writing to BISYS
Fund Services. Any additional deposits to an MMA Praxis IRA must distinguish the
type and year of the contribution.

For more information on an MMA Praxis IRA or, to request an MMA Praxis IRA
application, call the Funds at 1-800-9-PRAXIS. Shareholders are advised to
consult a tax adviser regarding IRA contribution and withdrawal requirements and
restrictions.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE IRA PLANS)

An MMA Praxis SIMPLE Plan gives employers the ability to offer tax deferred
IRA accounts to their employees that are funded with salary reduction
contributions and employer matching or non-elective contributions.

403(B)(7) DEFINED CONTRIBUTION PLAN

An MMA Praxis 403(b)(7) Defined Contribution Plan offers employers that are
tax-exempt organizations the ability to establish tax-deferred accounts for
their employees that also permit salary reduction contributions.

AUTO INVEST PLAN

The Auto Invest Plan enables Shareholders of the Funds to make regular
monthly or quarterly purchases of Shares through automatic deductions from their
bank accounts (which must be with a domestic member of the Automatic Clearing
House). With Shareholder authorization, the Transfer Agent will deduct the
amount specified from the Shareholder's bank account which will automatically be
invested in Shares at the public offering price on the dates of the deduction.
The required minimum initial investment when opening an account using the Auto
Invest Plan is $50; the minimum amount for subsequent investments in a Fund is
$50. To participate in the Auto Invest Plan, Shareholders should complete the
appropriate section of the account application accompanying this Prospectus. For
a Shareholder to change the Auto Invest instructions or to discontinue the
feature, the request must be made in writing to the Distributor. For requests to
utilize this feature or to change your instructions, please allow at least
fifteen days prior to implementation.

EXCHANGE PRIVILEGE

The Company offers an exchange program whereby Shareholders of one Fund are
entitled to exchange their Shares for Shares of another Fund. Such exchanges
will be executed on the basis of the relative net asset values of the Shares
exchanged. Exchanges will not be subject to a contingent deferred sales charge.

The Shares exchanged must have a current value that equals or exceeds the
minimum investment that is required (either the minimum amount required for
initial investments or the minimum amount required for subsequent investments,
as the case may be) for the Fund whose Shares are being acquired. Share
exchanges will only be permitted where the Shares to be acquired may legally be
sold in the investor's state of residence. An exchange is considered to be a
sale of Shares for federal income tax purposes on which a Shareholder may
realize a capital gain or loss. A Shareholder may make an exchange request by
calling

30
<PAGE> 36

the Funds at 1-800-9-PRAXIS or by providing written instructions. If making a
request by telephone, telephone privileges must have been previously elected on
the account application. An investor should consult the Distributor for further
information regarding exchanges. During periods of significant economic or
market change, telephone exchanges may be difficult to complete. If a
Shareholder is unable to contact the Distributor by telephone, a Shareholder may
also mail the exchange request to the Funds at the address listed under "HOW TO
REDEEM SHARES--Redemption By Mail." The Company reserves the right to modify or
terminate the exchange privilege described above at any time and to reject any
exchange request. If an exchange request in good order is received by the
Distributor by 4:00 p.m., Eastern Time, on any Business Day, the exchange
usually will occur on that day. Any Shareholder who wishes to make an exchange
should obtain and review the current prospectus of the Fund in which he or she
wishes to invest before making the exchange. Shareholders wishing to make use of
the Company's exchange program must so indicate on the account application.

The Company's exchange privilege is not intended to afford shareholders a
way to speculate on short-term movements in the market. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Company and increase transaction costs, the Company has
established a policy of limiting excessive exchange activity. Exchange activity
will not be deemed excessive if limited to four substantive exchange redemptions
from a Fund during any calendar year.

AUTO WITHDRAWAL PLAN

The Auto Withdrawal Plan enables Shareholders of a Fund to make regular
monthly or quarterly redemptions of Shares. With Shareholder authorization, the
Transfer Agent will automatically redeem Shares at the net asset value (subject
to the imposition of a contingent deferred sales charge, if applicable) on the
dates of the withdrawal and have the proceeds transferred according to the
written instructions of the Shareholder. The required minimum withdrawal is $50.
To participate in the Auto Withdrawal Plan, Shareholders should call
1-800-9-PRAXIS for more information. Purchases of additional Shares concurrent
with withdrawals may be disadvantageous to certain Shareholders because of tax
liabilities. For a Shareholder to change the Auto Withdrawal instructions, or to
discontinue the feature, the request must be made in writing to the Distributor.
For requests to utilize this feature or to change your instructions, please
allow at least fifteen days prior to implementation. In order to qualify for the
Auto Withdrawal Plan, the Shareholder's account must have a current market value
of at least $10,000.

DIRECTED DIVIDENDS

A Shareholder, with an account having a current market value of at least
$5,000, may elect to have all income dividends and capital gains distributions
reinvested in one of the Company's other Funds (provided the other Fund is
maintained at its minimum required balance). The entire directed dividend (100%)
must be reinvested into the other Fund if this option is chosen. This option is
available only to the same Shareholder involving Funds with the same Shareholder
registration.

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<PAGE> 37

The Directed Dividend Option may be modified or terminated by the Company
at any time after notice to the participating Shareholders. Participation in the
Directed Dividend Option may be terminated or changed by the Shareholder at any
time by writing the Distributor.

AUTOMATIC VOLUNTARY CHARITABLE CONTRIBUTIONS TO THE MENNONITE FOUNDATION

The Mennonite Foundation, Inc. was organized as a not-for-profit, public
foundation in 1952 and received 501(c)(3) tax status in 1953. The Foundation's
primary purposes are to facilitate the missions of church institutions through a
wide range of planned giving and asset management services, and to provide
stewardship education seminars in church and other settings.

In keeping with the socially responsible objectives of MMA Praxis Mutual
Funds, Fund Shareholders may elect to make automatic, voluntary contributions of
all or a percentage of their income dividends and/or capital gains to The
Mennonite Foundation, Inc. In order to make such an election, Shareholders must
elect to receive income dividends and/or capital gain distributions in cash.
Shareholders may indicate their desire to contribute by completing the
appropriate section of the account application regarding dividend elections. In
order to qualify for the automatic charitable contributions plan, Shareholders
are required to maintain a minimum balance of $10,000 in the account from which
voluntary contributions are made.

The Foundation will manage contributions received from Shareholders in the
Foundation's "Charitable Gift Fund," under current operating procedures. A
Shareholder may advise the Foundation, with respect to their contributions, as
to the identity of desired charitable distributees, and the possible timing and
amounts of distributions. The Charitable Gift Fund has a minimum distribution
amount of $100. The Foundation retains legal and equitable control of the
Charitable Gift Fund, and follows a published list of guidelines when
determining whether to make a distribution. Shareholders with an account balance
under $10,000 may also participate in The Mennonite Foundation Charitable Gift
Fund by making contributions directly to the Foundation.

In 1996, the Foundation disbursed $14,269,098 to church and charitable
organizations, approximately 74% of which have direct connections with Mennonite
denominations.

Contributions to the Foundation are charitable contributions and, subject
to tax law limitations, are tax deductible on the itemized tax return of the
contributor. Shareholders who contribute to the Foundation will receive an
annual report of Foundation activities during the year.

The directors of the Foundation serve in a voluntary capacity and are not
paid directly or indirectly for their service to the Foundation, except for
expenses associated with directors' meetings. The Foundation and the Adviser
share a common board of directors and also have certain officers in common.

You may obtain additional information, including the operating procedures
of the Charitable Gift Fund, by writing to The Mennonite Foundation, 1110 N.
Main Street, P.O. Box 483, Goshen, Indiana, 46526.

32
<PAGE> 38

CHARITABLE GIFT OPTION

The Charitable Gift Option allows certain Shareholders of the Funds to
designate all or any portion of their accounts to automatically be transferred
to a church or charitable organization at the death of the Shareholder. To
participate in the Charitable Gift Option, Shareholders should call
1-800-9-PRAXIS for more information and to receive the necessary enrollment
forms. For a Shareholder to change the Charitable Gift Option instructions or to
discontinue the feature, a written request of the Shareholder must be sent to
the Distributor. It shall be the responsibility of the Shareholder to ascertain
the tax-exempt qualification of a receiving organization. Neither the Company,
the Adviser, nor the Distributor will verify the qualifications of any receiving
organizations, or issue any charitable receipts. An Investor should consult with
his or her own tax counsel and estate planner as to the availability and tax and
probate consequences of this feature of the Funds under applicable state or
federal law.

24 HOUR FUND INFORMATION

Shareholders of the Funds may obtain current price, yield and other
performance information through an automated voice response system, 24 hours a
day by calling 1-800-9-PRAXIS from any touch-tone phone. Shareholders may also
speak directly with a Company representative, employed by the Distributor,
during regular business hours.

DIVIDENDS AND TAXES

DIVIDENDS

The Income Fund intends to declare its net investment income monthly as a
dividend to Shareholders at the close of business on the day of declaration. The
Income Fund will generally pay such dividends monthly. The Growth Fund and
International Fund intend to declare their net investment income quarterly as a
dividend to Shareholders at the close of business on the day of declaration, and
generally will pay such dividends quarterly. Distributable net realized capital
gains of each Fund are distributed at least annually. A Shareholder will
automatically receive all income dividends and capital gains distributions in
additional full and fractional Shares of a Fund at net asset value as of the
date of payment, unless the Shareholder elects to have dividends or
distributions paid in cash. Such election must be made on the Account
Application; any change in such election must be made in writing to the Funds at
3435 Stelzer Road, Columbus, Ohio 43219, and will become effective with respect
to dividends and distributions having record dates after its receipt by the
Transfer Agent. Dividends are paid in cash not later than seven business days
after a Shareholder's complete redemption of his or her Shares. Dividends will
generally be taxable to a Shareholder as ordinary income to the extent of the
Shareholder's ratable share of a Fund's earnings and profits as determined for
tax purposes.

FEDERAL TAXES

The following discussion is intended for general information only. An
investor should consult with his or her own tax adviser as to the tax
consequences of an investment in the

33
<PAGE> 39

Funds, including the status of distributions from the Funds under applicable
state or local law.

Each Fund intends to qualify annually and elect to be treated as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the "Code"). To qualify, each Fund must meet certain income, distribution and
diversification requirements. In any year in which a Fund qualifies as a
regulated investment company and timely distributes all of its income, the Fund
generally will not pay any U.S. federal income or excise tax.

Dividends paid out of a Fund's investment company taxable income (including
dividends, interest and net short-term capital gains) will be taxable to a U.S.
Shareholder as ordinary income. A portion of the Growth Fund's income may
consist of dividends paid by U.S. corporations. Therefore, a portion of the
dividends paid by the Growth Fund may be eligible for the corporate
dividends-received deduction. It is also possible that a portion of the Income
Fund's income may be eligible for such deduction. Distributions of net capital
gains (the excess of net long-term capital gains over net short-term capital
losses), if any, designated as capital gain dividends are taxable as long-term
capital gains, regardless of the length of time the Shareholder has held a
Fund's Shares. Dividends are taxable to Shareholders in the same manner whether
received in cash or reinvested in additional Fund Shares.

Shareholders who purchase shares of a Fund in the period prior to the
declaration of a dividend or other distribution by that Fund will receive a
portion of his or her investment back as taxable income or capital gain as a
result of the dividend or distribution.

A distribution will be treated as paid 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. Such distributions will be treated as received by Shareholders in
the calendar year in which the distributions are declared, rather than the
calendar year in which the distributions are received.

A Fund may be subject to certain taxes imposed by the countries in which it
invests. If a Fund qualifies as a regulated investment company and if more than
50% of the value of the total assets of the Fund at the close of the taxable
year consists of stocks or securities of foreign corporations, the Fund may
elect, for U.S. federal income tax purposes, to treat any foreign taxes paid by
the Fund that qualify as income or similar taxes under United States income tax
principles as having been paid by the Fund's shareholders. For any year for
which a Fund makes such an election, each shareholder will be required to
include in its gross income an amount equal to its allocable share of such taxes
paid by the Fund and the shareholders will be entitled, subject to tax law
limitations, to credit their portions of these amounts against their U.S.
federal income tax liability, if any, or to deduct their portions from their
U.S. taxable income, if any. No deduction for foreign taxes may be claimed by
individuals who do not itemize deductions. In any year in which it elects to
"pass through" foreign taxes to shareholders, the Fund will so notify
shareholders.

Each year the Funds will notify Shareholders of the tax status of dividends
and distributions.

34
<PAGE> 40

Any gain or loss realized by a Shareholder upon the sale or other
disposition of Shares of a Fund, or upon receipt of a distribution in complete
liquidation of a Fund, generally will be a capital gain or loss which will be
long-term or short-term, generally depending upon the Shareholder's holding
period for the Shares. Any loss realized on a sale or exchange will be
disallowed to the extent that the Shares disposed of are replaced (including
replacement through the reinvesting of dividends and capital gain distributions
in a Fund) within a period of 61 days beginning 30 days before and ending 30
days after the disposition of the Shares. In such a case, the basis of Shares
acquired will be adjusted to reflect the disallowed loss. Any loss realized by a
Shareholder on the sale of Fund Shares held by the Shareholder for six months or
less will be treated for federal income tax purposes as a long-term capital loss
to the extent of any capital gain dividends received by the Shareholder with
respect to such Shares.

The Funds may be required to withhold U.S. federal income tax at a rate of
31% of all distributions payable to Shareholders who fail to provide the Fund
with their correct taxpayer identification number or to make required
certifications, or who have been notified by the IRS that they are subject to
backup withholding. Backup withholding is not an additional tax. Any amounts
withheld may be credited against the Shareholder's U.S. federal income tax
liability.

Further information relating to tax consequences is contained in the
Statement of Additional Information.

STATE AND LOCAL TAXES

The Company is organized as a Delaware business trust and, under current
law, neither the Company nor any Fund is liable for any income or franchise tax
in the state of Delaware as long as each Fund qualifies as a regulated
investment company under the Code.

Fund distributions may be subject to state and local taxes. Distributions
that are derived from interest on obligations of U.S. Government agencies and
instrumentalities may be exempt from state and local taxes in certain states.
Shareholders should consult their own tax advisers regarding the possible
exclusion for state and local income tax purposes of the portion of dividends
paid by a Fund that is attributable to interest from such obligations, and the
particular tax consequences to them of an investment in a Fund, including the
application of state and local tax laws.

35
<PAGE> 41

MANAGEMENT OF THE COMPANY

TRUSTEES OF THE COMPANY

Overall responsibility for management of the Company rests with its Board
of Trustees, who are elected by the shareholders of the Company's Funds. There
are currently three Trustees who are "interested persons" of the Company within
the meaning of that term under the 1940 Act. The Company is managed by the
Trustees in accordance with the laws of Delaware governing business trusts. The
Trustees, in turn, elect the officers of the Company to supervise actively its
day-to-day operations.

The Trustees receive fees and are reimbursed for their expenses in
connection with each meeting of the Board of Trustees they attend. The officers
of the Company (see the Statement of Additional Information) receive no
compensation directly from the Company for performing the duties of their
offices. BISYS Fund Services receives fees from the Funds for acting as
administrator and distributor. BISYS Fund Services Ohio, Inc. receives fees from
the Funds for acting as Transfer Agent and for providing certain fund accounting
services.

TRUSTEES

<TABLE>
<S> <C>
Howard L. Brenneman, Chairman From December 1991 to present, President and
Goshen, IN* CEO of Mennonite Mutual Aid; from 1986 to
1991, Business and Financial Consultant and
Director of Strategic Planning and
Development, Prairie View, Inc.

Beryl Mae Hartzler Brubaker, From 1970 to present, Vice President for
Trustee Enrollment Management, Eastern Mennonite
Harrisonburg, VA* University; from 1995 to present, Chairperson
of Menno Insurance Service, Inc., doing
business as MMA Capital Management.

Karen Klassen Harder, PhD, From January 1990 to present, Professor,
Trustee Bethel College, North Newton, Kansas.
North Newton, KS

Wilfred E. Nolen, Trustee From 1983 to present, President of Church of
Elgin, IL the Brethren Benefit Trust, Inc. (formerly
Church of the Brethren Pension Board); from
1990 to present, President of Brethren
Foundation, Inc.

Richard Reimer, Ph.D., Trustee Retired. From 1962 to 1996, Professor of
Wooster, OH* Economics, The College of Wooster, Wooster,
Ohio.

Donald E. Showalter, Esq., Since 1965, Attorney with the law firm of
Trustee Wharton, Aldhizer & Weaver, Harrisonburg,
Harrisonburg, VA Virginia.

Allen Yoder, Jr., Trustee From May 1985 until retirement in September,
Middlebury, IN 1993, President, Jayco, Inc. Since 1985,
President, Deutsch Kase Haus.
</TABLE>

- ------------

* Indicates an "interested person" of the Company as defined in the Investment
Company Act of 1940.

36
<PAGE> 42

INVESTMENT ADVISER AND INVESTMENT SUB-ADVISER

Menno Insurance Service, Inc., doing business as MMA Capital Management,
1110 North Main Street, Goshen, Indiana 46526, is the investment adviser for the
Funds. The Adviser, which is a separate corporate entity controlled by the board
of directors of Mennonite Mutual Aid, Inc., is a registered investment adviser
with the Securities and Exchange Commission. The Adviser has over $95 million in
assets under management, primarily through management of large accounts for
individuals and institutions, which amount excludes the assets managed by the
Adviser for the Funds. The Adviser's professional portfolio managers, however,
are responsible for the management of over $465 million of the investment assets
of Mennonite Mutual Aid, Inc.

Oechsle International Advisors, L.P. ("Oechsle" or the "Sub-Adviser"), a
Delaware limited partnership, whose principal place of business is One
International Place, Boston, Massachusetts 02110, serves as investment
sub-adviser to the International Fund. The Sub-Adviser was established in 1986
and specializes in international investment management. The Sub-Adviser
maintains offices in Boston, London, Tokyo and Frankfurt, Germany and currently
has approximately $9 billion in assets under management including other mutual
funds for which Oechsle serves as an investment sub-adviser. Oechsle is
controlled by its general partner, Oechsle Group, L.P., a Delaware limited
partnership which is in turn controlled by its seven individual general
partners.

The following individuals serve as portfolio managers for the Funds and are
primarily responsible for the day-to-day management of the Funds' portfolios:

<TABLE>
<S> <C>
INCOME FUND
Delmar King Delmar King has 25 years of investment experience with
Mennonite Mutual Aid. He received a BA in Economics from
Goshen College and received a Masters Degree in Business
Administration from Indiana University in 1971. Delmar
serves on the Investment Committee of the Elkhart County
Community Foundation.

GROWTH FUND
Keith Yoder Keith Yoder has 13 years of investment experience. Keith
was a trust investment officer for a regional bank from
1987 until 1992 when he joined Mennonite Mutual Aid to
manage MMA Capital Management along with the stock
portfolios for the various Mennonite Mutual Aid entities.
Keith is a Chartered Financial Analyst, a Certified Public
Accountant and a member of the Association for Investment
Management and Research.

INTERNATIONAL FUND
Martina Oechsle Martina Oechsle is a limited partner of the Sub-Adviser
Vasconcelles and a portfolio manager/research analyst. Martina joined
the Sub-Adviser in February 1990. She received a BA in
Economics and Psychology from Northwestern University and
a MBA in Finance from the University of Chicago Graduate
School of Business.
</TABLE>

37
<PAGE> 43

Subject to the general supervision of the Company's Board of Trustees and
in accordance with a Fund's investment objective and restrictions, the Adviser
manages the investments of a Fund, makes decisions with respect to and places
orders for all purchases and sales of a Fund's portfolio securities, and
maintains a Fund's records relating to such purchases and sales.

For the services provided and expenses assumed pursuant to its investment
advisory agreement with the Company, the Adviser receives a fee computed daily
and paid monthly, at the annual rate of fifty one-hundredths of one percent
(.50%) of the Income Fund's average daily net assets, at the annual rate of
seventy-four one-hundredths of one percent (.74%) of the Growth Fund's average
daily net assets, and at the annual rate of ninety one-hundredths of one percent
(.90%) of the International Fund's average daily net assets. In the case of the
International Fund, the Adviser in turn pays the Sub-Adviser a sub-investment
advisory fee at the annual rate of fifty one-hundredths of one percent (.50%) of
the International Fund's average daily net assets. The Adviser may periodically
waive all or a portion of its advisory fee to increase the net income of a Fund
available for distribution as dividends. The Adviser may not seek reimbursement
of such waived fees at a later date. The waiver of such fee will cause the yield
of a Fund to be higher than it would otherwise be in the absence of such a
waiver.

ADMINISTRATOR AND DISTRIBUTOR

BISYS Fund Services is the administrator for the Funds and also acts as the
Funds' principal underwriter and distributor (the "Administrator" or the
"Distributor," as the context indicates).

The Administrator generally assists in all aspects of the Funds'
administration and operation. For expenses assumed and services provided as
manager and administrator pursuant to its management and administration
agreement with the Company, the Administrator receives a fee, computed daily and
paid periodically, calculated at an annual rate of fifteen one-hundredths of one
percent (.15%) of a Fund's average daily net assets, with an annual minimum of
$50,000 until a Fund's net assets reach $50 million. Upon reaching $50 million,
the fee will be calculated at an annual rate of ten one-hundredths of one
percent (.10%) of the Fund's daily net assets. The Administrator may
periodically waive all or a portion of its administrative fee to increase the
net income of a Fund available for distribution as dividends. The Administrator
may not seek reimbursement of such waived fees at a later date. The waiver of
such fee will cause the yield of a Fund to be higher than it would otherwise be
in the absence of such a waiver.

The Distributor acts as agent for the Funds in the distribution of their
Shares and, in such capacity, solicits orders for the sale of Shares,
advertises, and pays the costs of advertising, office space and its personnel
involved in such activities.

EXPENSES

The Adviser and the Administrator each bear all expenses in connection with
the performance of their services as investment adviser and general manager and
administrator,

38
<PAGE> 44

respectively, other than the cost of securities (including brokerage
commissions, if any) purchased for the Funds.

DISTRIBUTION SERVICES PLAN

Pursuant to Rule 12b-1 under the 1940 Act, the Company has adopted a
Distribution Services Plan (the "Plan"), under which each Fund will pay a
periodic amount calculated at an annual rate not to exceed one percent (1.0%) of
the average daily net assets of the Fund for activities primarily intended to
result in the sale of Shares. These amounts would include the payment of a
service fee of up to twenty-five one-hundredths of one percent (0.25%) of the
average daily net assets of a Fund for activities or expenses related to account
maintenance or personal service to existing shareholders. Distribution and
service related activities may include (1) the compensation of dealers and other
sales personnel for distribution assistance, (2) direct advertising and
marketing expenses, (3) expenses incurred in connection with preparing,
printing, mailing, distributing or publishing advertisements and sales
literature, (4) expenses incurred for printing and mailing Prospectuses and
Statements of Additional Information (except those used for regulatory purposes
or for distribution to existing Shareholders), and (5) other costs associated
with implementing and operating the Plan. Payments may be made directly to the
parties providing distribution assistance or to the Funds' Distributor. For
example, it is anticipated that the Funds will make payments under the Plan to
Menno Insurance Service, Inc.

CUSTODIAN AND SUB-CUSTODIAN

Fifth Third Bank, Cincinnati, Ohio (the "Custodian") serves as custodian
for the Funds. Pursuant to the Custodian Agreement with the Company, the
Custodian receives compensation from each Fund for such services in an amount
equal to a designated annual fee plus fixed fees charged for certain portfolio
transactions and out-of-pocket expenses.

Boston Safe Deposit and Trust Company, Boston, Massachusetts, serves as
sub-custodian for the International Fund and receives fees based upon the value
of the International Fund's assets maintained by it plus certain out-of-pocket
expenses.

TRANSFER AGENCY, SHAREHOLDER SERVICING AND FUND ACCOUNTING SERVICES

BISYS Fund Services Ohio, Inc. (the "Transfer Agent"), 3435 Stelzer Road,
Columbus, Ohio 43219, serves as the Funds' transfer agent pursuant to a Transfer
Agency Agreement for the Funds and receives a fee for such services. Pursuant to
a Shareholder Servicing Agreement, BISYS Fund Services provides administrative
service to shareholders such as changing dividend options and account addresses,
answering questions regarding accounts and other similar services for which it
receives a fee. BISYS Fund Services Ohio, Inc. also provides certain accounting
services for the Funds pursuant to a Fund Accounting Agreement and receives a
fee for such services. See "MANAGEMENT OF THE COMPANY--Transfer Agency,
Shareholder Servicing and Fund Accounting Services" in the Statement of
Additional Information for further information.

While BISYS Fund Services Ohio, Inc., is a distinct legal entity from BISYS
Fund Services (the Funds' Administrator and Distributor), BISYS Fund Services
Ohio, Inc. is

39
<PAGE> 45

considered to be an affiliated person of BISYS Fund Services under the 1940 Act
due to, among other things, the fact that BISYS Fund Services Ohio, Inc., is
owned by substantially the same persons that directly or indirectly own BISYS
Fund Services.

GENERAL INFORMATION

DESCRIPTION OF THE COMPANY AND ITS SHARES

The Company was organized as a Delaware business trust on September 27,
1993. The Company currently consists of three funds. Each share represents an
equal proportionate interest in a fund with other shares of the same fund, and
is entitled to such dividends and distributions out of the income earned on the
assets belonging to that fund as are declared at the discretion of the Trustees
(see "GENERAL INFORMATION--Miscellaneous" below).

Shareholders will each be liable for all obligations of a Fund in which
they hold shares. However, the risk of a Shareholder incurring financial loss on
account of liability is limited to circumstances in which both inadequate
insurance exists and a Fund itself is unable to meet its obligations. In the
event that a Shareholder becomes liable for the obligations of a Fund, the
Company will indemnify each Shareholder to the extent that such claim or
liability imposes on the Shareholder an obligation or liability greater than its
proportionate interest in such Fund.

Shareholders are entitled to one vote for each full share held and a
proportionate fractional vote for any fractional shares held, and will vote in
the aggregate and not by series except as otherwise expressly required by law.
For example, shareholders of each fund will vote in the aggregate with other
shareholders of the Company with respect to the election of Trustees and
ratification of the selection of independent accountants. However, shareholders
of a particular fund will vote as a fund, and not in the aggregate with other
shareholders of the Company, for purposes of approval of the Plan and that
fund's investment advisory agreement.

Overall responsibility for the management of the Funds is vested in the
Board of Trustees of the Company. See "MANAGEMENT OF THE COMPANY--Trustees of
the Company." Individual Trustees are elected by the shareholders of the Company
and may be removed by the Board of Trustees or shareholders in accordance with
the provisions of the Declaration of Trust and By-Laws of the Company and
Delaware law. See "ADDITIONAL INFORMATION--Miscellaneous" in the Statement of
Additional Information for further information.

An annual meeting of shareholders is not generally required by the
Declaration of Trust, the 1940 Act or other applicable authority. To the extent
that such a meeting is not required, the Company may elect not to have an annual
or special meeting.

The Company has undertaken that the Trustees will call a special meeting of
shareholders for purposes of considering the removal of one or more Trustees
upon written request therefor from shareholders holding not less than 10% of the
outstanding votes of the Company. The Company will, to the extent required under
the 1940 Act, assist shareholders in calling such a meeting. At such a meeting,
a quorum of shareholders (constituting a majority

40
<PAGE> 46

of votes attributable to all outstanding shares of the Company), by majority
vote, has the power to remove one or more Trustees.

PERFORMANCE INFORMATION

From time to time, each Fund may advertise its average annual total return,
aggregate total return, yield and distribution rate in advertisements, sales
literature and shareholder reports. SUCH PERFORMANCE FIGURES ARE BASED ON
HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. Average
annual total return will be calculated for the period since the establishment of
the Fund and will reflect the imposition of the applicable contingent deferred
sales charge. Average annual total return is measured by comparing the value of
an investment in the Fund at the beginning of the relevant period to the
redemption value of the investment at the end of the period (assuming immediate
reinvestment of any dividends or capital gains distributions) and annualizing
the difference. Aggregate total return is calculated similarly to average annual
total return except that the return figure is aggregated over the relevant
period instead of annualized. Yield for each of the Funds will be computed by
dividing the Fund's net investment income per share earned during a recent
thirty day period by the Fund's per share maximum offering price (reduced by any
undeclared earned income expected to be paid shortly as a dividend) on the last
day of the period and annualizing the result. Each Fund may also present its
performance information excluding the effect of the contingent deferred sales
charge.

Distribution rates will be computed by dividing the distribution per share
made by the Fund over a twelve-month period by the maximum offering price per
share. The distribution rate includes both income and capital gain dividends and
does not reflect unrealized gains or losses. The distribution rate differs from
the yield, because it includes capital items which are often non-recurring in
nature, whereas yield does not include such items.

Investors may also judge the performance of each Fund by comparing its
performance to the performance of other mutual funds with comparable investment
objectives and policies through various mutual fund or market indices and to
data prepared by various services which may be published by such services or by
other services or publications. In addition to performance information, general
information about a Fund that appears in such publications may be included in
advertisements, sales literature and in reports to Shareholders.

Yield and total return are functions of the type and quality of instruments
held in the portfolio, operating expenses, and market conditions. Consequently,
current yields and total return will fluctuate and are not necessarily
representative of future results. A discussion of the Funds' performance is
included in each Fund's Annual Report to Shareholders.

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and annual reports
audited by independent auditors.

As used in this Prospectus and in the Statement of Additional Information,
"assets belonging to a Fund" means the consideration received by the Fund upon
the issuance or sale of shares in that Fund, together with all income, earnings,
profits, and proceeds derived from the investment thereof, including any
proceeds from the sale, exchange, or liquidation of

41
<PAGE> 47

such investments, and any funds or amounts derived from any reinvestment of such
proceeds, and any general assets of the Company not readily identified as
belonging to a particular fund that are allocated to the Fund by the Company's
Board of Trustees. The Board of Trustees may allocate such general assets in any
manner it deems fair and equitable. Determinations by the Board of Trustees of
the Company as to the timing of the allocation of general liabilities and
expenses and as to the timing and allocable portion of any general assets with
respect to the Fund are conclusive.

As used in this Prospectus and in the Statement of Additional Information,
a "vote of a majority of the outstanding Shares" of a Fund means the affirmative
vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more
of the votes of Shareholders of a Fund present at a meeting at which the holders
of more than 50% of the votes attributable to Shareholders of record of the Fund
are represented in person or by proxy, or (b) the holders of more than 50% of
the outstanding votes of Shareholders of a Fund.

Inquiries regarding the Funds may be directed in writing to the Funds at
3435 Stelzer Road, Columbus, Ohio 43219, or by calling toll free 1-800-9-PRAXIS.

42
<PAGE> 48

INVESTMENT ADVISER
MMA Capital Management
Post Office Box 483
Goshen, Indiana 46527

INVESTMENT SUB-ADVISER
(International Fund Only)
Oechsle International Advisors, L.P.
One International Place
Boston, Massachusetts 02110

ADMINISTRATOR AND DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219

LEGAL COUNSEL
Dechert Price & Rhoads
1500 K Street, NW
Washington, DC 20005

AUDITORS
Coopers & Lybrand L.L.P.
100 East Broad Street
Columbus, Ohio 43215

TRANSFER AGENT
BISYS Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, Ohio 43219

(LOGO)
(LOGO)

Prospectus

MMA
Praxis
Mutual
Funds

INTERMEDIATE INCOME FUND
GROWTH FUND
INTERNATIONAL FUND

APRIL 1, 1997

LOGO
<PAGE> 49

MMA Praxis Intermediate Income Fund

MMA Praxis Growth Fund
MMA Praxis International Fund

Each an Investment Portfolio of the

MMA Praxis Mutual Funds

Statement of Additional Information
April 1, 1997

This Statement of Additional Information is not a prospectus, but should be read
in conjunction with the prospectus for the MMA Praxis Intermediate Income Fund,
the MMA Praxis Growth Fund and the MMA Praxis International Fund, dated the same
date as the date hereof (the "Prospectus"). The MMA Praxis Intermediate Income
Fund, the MMA Praxis Growth Fund and the MMA Praxis International Fund are
hereinafter referred to individually as the "Income Fund," the "Growth Fund" and
the "International Fund," respectively, and are hereinafter referred to
collectively as the "Funds". The Funds are separate investment portfolios of the
MMA Praxis Mutual Funds (the "Company"), an open-end management investment
company that currently consists of three separate investment portfolios. This
Statement of Additional Information is incorporated in its entirety into the
Prospectus. Copies of the Prospectus may be obtained by writing the Company at
3435 Stelzer Road, Columbus, Ohio 43219 or by telephoning toll free (800)
9-PRAXIS.

<PAGE> 50

TABLE OF CONTENTS
-----------------

<TABLE>
<CAPTION>
Page
----

<S> <C>
MMA PRAXIS MUTUAL FUNDS.................................................................................... B-1

INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS........................................................... B-1

Additional Information on Portfolio Instruments................................................... B-1
Investment Restrictions........................................................................... B-14
Portfolio Turnover................................................................................ B-16

NET ASSET VALUE............................................................................................ B-16

Valuation of the Funds............................................................................ B-16

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION............................................................. B-17

Matters Affecting Redemption...................................................................... B-17
Waiver of Contingent Deferred Sales Charge........................................................ B-18

MANAGEMENT OF THE COMPANY.................................................................................. B-18

Trustees and Officers............................................................................. B-18
Investment Adviser................................................................................ B-22
Portfolio Transactions............................................................................ B-23
Administrator..................................................................................... B-25
Expenses.......................................................................................... B-27
Distributor....................................................................................... B-27
Custodian......................................................................................... B-28
Transfer Agency, Shareholder Servicing and
Fund Accounting Services........................................................................ B-29
Auditors.......................................................................................... B-30
Legal Counsel..................................................................................... B-30

ADDITIONAL INFORMATION..................................................................................... B-30

Description of Shares............................................................................. B-30
Vote of a Majority of the Outstanding Shares...................................................... B-31
Additional Tax Information........................................................................ B-31
Calculation of Performance Data................................................................... B-37
Performance Comparisons........................................................................... B-40
Principal Shareholders............................................................................ B-42
Miscellaneous..................................................................................... B-42

FINANCIAL STATEMENTS....................................................................................... B-43

APPENDIX................................................................................................... APP-1
</TABLE>

<PAGE> 51

STATEMENT OF ADDITIONAL INFORMATION

MMA PRAXIS MUTUAL FUNDS
The MMA Praxis Mutual Funds (the "Company") is an open-end management
investment company which currently offers three separate investment portfolios
(the "Funds"). Each Fund is a diversified portfolio of the Company. Much of the
information contained in this Statement of Additional Information expands upon
subjects discussed in the Prospectus of the Funds. Capitalized terms not defined
herein are defined in the Prospectus. No investment in Shares of a Fund should
be made without first reading the Prospectus.
INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS

Additional Information on Portfolio Instruments
- -----------------------------------------------

The following policies supplement the investment objectives, policies
and risk factors of the Funds as set forth in the Prospectus. Each of these
policies will be applied subject to the social responsibility criteria set forth
in the Prospectus.

BANK OBLIGATIONS. The Funds may invest in bank obligations such as
bankers' acceptances, certificates of deposit, and time deposits.

Bankers' acceptances are negotiable drafts or bills of exchange
typically drawn by an importer or exporter to pay for specific merchandise,
which are "accepted" by a bank, meaning, in effect, that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Bankers' acceptances invested in by the Funds will be those guaranteed by
domestic and foreign banks having, at the time of investment, capital, surplus,
and undivided profits in excess of $100,000,000 (as of the date of their most
recently published financial statements).

Certificates of deposit are negotiable certificates issued against
funds deposited in a commercial bank or a savings and loan association for a
definite period of time and earning a specified return. Certificates of deposit
and time deposits will be those of domestic and foreign banks and savings and
loan associations, if (a) at the time of investment the depository institution
has capital, surplus, and undivided profits in excess of $100,000,000 (as of the
date of its most recently published financial statements), or (b) the principal
amount of the instrument is insured in full by the Federal Deposit Insurance
Corporation.

COMMERCIAL PAPER. Commercial paper consists of unsecured promissory
notes issued by corporations. Issues of commercial paper normally have
maturities of less than nine months and fixed rates of return.

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The Funds may purchase commercial paper consisting of issues rated at
the time of purchase "A-2" or better by S&P, "Prime-2" or better by Moody's or
such issues with comparable ratings by other NRSROs. The Funds may also invest
in commercial paper that is not rated but is determined by the Adviser under
guidelines established by the Company's Board of Trustees, to be of comparable
quality.

VARIABLE AMOUNT MASTER DEMAND NOTES. Variable amount master demand
notes, in which the Funds may invest, are unsecured demand notes that permit the
indebtedness thereunder to vary and provide for periodic adjustments in the
interest rate according to the terms of the instrument. Because master demand
notes are direct lending arrangements between a Fund and the issuer, they are
not normally traded. Although there may be no secondary market in the notes, a
Fund may demand payment of principal and accrued interest at any time. The
investment adviser will consider the earning power, cash flow, and other
liquidity ratios of the issuers of such notes and will continuously monitor
their financial status and ability to meet payment on demand. In determining
average weighted portfolio maturity, a variable amount master demand note will
be deemed to have a maturity equal to the longer of the period of time remaining
until the next interest rate adjustment or the period of time remaining until
the principal amount can be recovered from the issuer through demand.

VARIABLE AND FLOATING RATE NOTES. The Funds may acquire variable and
floating rate notes, subject to each Fund's investment objective, policies and
restrictions. A variable rate note is one whose terms provide for the adjustment
of its interest rate on set dates and which, upon such adjustment, can
reasonably be expected to have a market value that approximates its par value. A
floating rate note is one whose terms provide for the adjustment of its interest
rate whenever a specified interest rate changes and which, at any time, can
reasonably be expected to have a market value that approximates its par value.
Such notes are frequently not rated by credit rating agencies; however, unrated
variable and floating rate notes purchased by a Fund will be determined by the
Adviser under guidelines approved by the Company's Board of Trustees to be of
comparable quality at the time of purchase to rated instruments eligible for
purchase under the Fund's investment policies. In making such determinations,
the Adviser will consider the earning power, cash flow and other liquidity
ratios of the issuers of such notes (such issuers include financial,
merchandising, bank holding and other companies) and will continuously monitor
their financial condition. Although there may be no active secondary market with
respect to a particular variable or floating rate note purchased by a Fund, the
Fund may resell the note at any time to a third party. The absence of an active
secondary market, however, could make it difficult for the Fund to dispose of a
variable or floating rate note in the event the issuer of the note were to
default on its payment obligations, and the Fund could, as a result or for other
reasons, suffer a loss to the extent of the default. Variable or floating rate
notes may be secured by bank letters of credit.

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GOVERNMENT RELATED SECURITIES. The Funds may invest in obligations
issued or guaranteed by agencies or instrumentalities of the U.S. Government
("Government Related Securities"). Obligations of certain agencies and
instrumentalities of the U.S. Government are supported by the full faith and
credit of the U.S. Treasury; others are supported by the right of the issuer to
borrow from the Treasury; others are supported by the discretionary authority of
the U.S. Government to purchase the agency's obligations; and still others are
supported only by the credit of the instrumentality. No assurance can be given
that the U.S. Government would provide financial support to U.S.
Government-sponsored agencies or instrumentalities if it is not obligated to do
so by law.
FOREIGN INVESTMENTS. Each of the Funds may, subject to its investment
objectives and policies, invest in certain obligations or securities of foreign
issuers. Permissible investments include, but are not limited to, Eurobonds,
which are U.S. dollar denominated debt securities issued by corporations located
in Europe, Eurodollar Certificates of Deposit, which are U.S. dollar denominated
certificates of deposit issued by branches of foreign and domestic banks located
outside the United States (primarily Europe), Yankee Certificates of Deposit
which are certificates of deposit issued by a U.S. branch of a foreign bank
denominated in U.S. dollars and held in the United States, Eurodollar Time
Deposits, which are U.S. dollar denominated deposits in a foreign branch of a
U.S. bank or a foreign bank, and Canadian Time Deposits, which are U.S. dollar
denominated certificates of deposit issued by Canadian offices of major Canadian
Banks. Investments in securities issued by foreign branches of U.S. banks,
foreign banks, or other foreign issuers, including sponsored and unsponsored
American Depositary Receipts ("ADRs") and European Depositary Receipts ("EDRs"),
and securities purchased on foreign securities exchanges, may subject the Funds
to investment risks that differ in some respects from those related to
investment in obligations of U.S. domestic issuers or in U.S. securities
markets. Such risks include future adverse political and economic developments,
possible seizure, currency blockage, nationalization or expropriation of foreign
investments, less stringent disclosure requirements, the possible establishment
of exchange controls or taxation at the source, and the adoption of other
foreign governmental restrictions. Additional risks include currency exchange
risks, less publicly available information, the risk that companies may not be
subject to the accounting, auditing and financial reporting standards and
requirements of U.S. companies, the risk that foreign securities markets may
have less volume and therefore many securities traded in these markets may be
less liquid and their prices more volatile than U.S. securities, and the risk
that custodian and brokerage costs may be higher. Foreign issuers of securities
or obligations are often subject to accounting treatment and engage in business
practices different from those respecting domestic issuers of similar securities
or obligations. Foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements than those applicable to domestic
branches of U.S. banks.

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FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. The Funds may engage in
foreign currency exchange transactions. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days ("Term") from the date of the
contract agreed upon by the parties, at a price set at the time of the contract.
These contracts are traded directly between currency traders (usually large
commercial banks) and their customers.

The Funds will not enter into such forward contracts or maintain a net
exposure in such contracts where the Fund would be obligated to deliver an
amount of foreign currency in excess of the value of the Fund's securities or
other assets denominated in that currency. Each Fund's custodian bank segregates
cash or liquid high grade debt securities in an amount not less than the value
of the Fund's total assets committed to forward foreign currency exchange
contracts entered into for the purchase of a foreign security. If the value of
the securities segregated declines, additional cash or securities are added so
that the segregated amount is not less than the amount of the Fund's commitments
with respect to such contracts.

FOREIGN CURRENCY OPTIONS. The Funds may engage in foreign currency
options. A foreign currency option provides a Fund, as the option buyer, with
the right to buy or sell a stated amount of foreign currency at the exercise
price at a specified date or during the option period. A call option gives its
owner the right, but not the obligation, to buy the currency, while a put option
gives its owner the right, but not the obligation, to sell the currency. The
option seller (writer) is obligated to fulfill the terms of the option sold if
it is exercised. However, either seller or buyer may close its position during
the option period in the secondary market for such options any time prior to
expiration.

A call rises in value if the underlying currency appreciates.
Conversely, a put rises in value if the underlying currency depreciates. While
purchasing a foreign currency option can protect a Fund against an adverse
movement in the value of a foreign currency, it does not limit the gain which
might result from a favorable movement in the value of such currency. For
example, if a Fund were holding securities denominated in an appreciating
foreign currency and had purchased a foreign currency put to hedge against a
decline in the value of the currency, it would not have to exercise its put.
Similarly, if a Fund has entered into a contract to purchase a security
denominated in a foreign currency and had purchased a foreign currency call to
hedge against a rise in the value of the currency but instead the currency had
depreciated in value between the date of purchase and the settlement date, such
Fund would not have to exercise its call but could acquire in the spot market
the amount of foreign currency needed for settlement.

OPTIONS TRADING. As described in the Prospectus, each Fund may purchase
put and call options listed on a securities exchange or traded over-the-counter
in an amount not exceeding 5% of its total net assets. Options trading is a
specialized activity that

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entails greater than ordinary investment risks. Regardless of how much the
market price of the underlying security or index increases or decreases, the
option buyer's risk is limited to the amount of the original investment for the
purchase of the option. However, options may be more volatile than the
underlying securities, and therefore, on a percentage basis, an investment in
options may be subject to greater fluctuation than an investment in the
underlying securities. A listed call option gives the purchaser of the option
the right to buy from a clearing corporation, and a writer has the obligation to
sell to the clearing corporation, the underlying security at the stated exercise
price at any time prior to the expiration of the option, regardless of the
market price of the security. The premium paid to the writer is in consideration
for undertaking the obligations under the option contract. A listed put option
gives the purchaser the right to sell to a clearing corporation the underlying
security at the stated exercise price at any time prior to the expiration date
of the option, regardless of the market price of the security. In contrast to an
option on a particular security, an option on a stock or bond index provides the
holder with the right to make or receive a cash settlement upon the exercise of
the option. The amount of this settlement will be equal to the difference
between the closing price of the index at the time of exercise and the exercise
price of the option expressed in dollars, times a specified multiple.

A Fund's obligation to sell a security subject to a covered call option
written by it may be terminated prior to the expiration date of the option by
the execution of a closing purchase transaction, which is effected by purchasing
on an exchange an option of the same series (i.e., same underlying security,
exercise price and expiration date) as the option previously written. Such a
purchase does not result in the ownership of an option. A closing purchase
transaction will ordinarily be effected to realize a profit on an outstanding
option, to prevent an underlying security from being called, to permit the sale
of the underlying security or to permit the writing of a new option containing
different terms on such underlying security. The cost of such a liquidation
purchase plus transaction costs may be greater than the premium received upon
the original option, in which event the Fund will have incurred a loss in the
transaction. An option position may be closed out only on an exchange which
provides a secondary market for an option of the same series. There is no
assurance that a liquid secondary market on an exchange will exist for any
particular option. A covered call option writer, unable to effect a closing
purchase transaction, would not be able to sell the underlying security until
the option expires or the underlying security is delivered upon exercise with
the result that the writer in such circumstances will be subject to the risk of
market decline in the underlying security during such period. A Fund will write
an option on a particular security only if the Adviser believes that a liquid
secondary market will exist on an exchange for options of the same series which
will permit the Fund to make a closing purchase transaction in order to close
out its position.

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When a Fund writes a covered call option, an amount equal to the net
premium (the premium less the commission) received by the Fund is included in
the liability section of the Fund's statement of assets and liabilities as a
deferred credit. The amount of the deferred credit is subsequently
marked-to-market to reflect the current value of the option written. The current
value of the traded option is the last sale price or, in the absence of a sale,
the average of the closing bid and asked prices. If an option expires on the
stipulated expiration date or if the Fund enters into a closing purchase
transaction, it will realize a gain (or loss if the cost of a closing purchase
transaction exceeds the net premium received when the option is sold) and the
deferred credit related to such option will be eliminated. Any gain on a covered
call option may be offset by a decline in the market price of the underlying
security during the option period. If a covered call option is exercised, the
Fund may deliver the underlying security held by it or purchase the underlying
security in the open market. In either event, the proceeds of the sale will be
increased by the net premium originally received, and the Fund will realize a
gain or loss. Premiums from expired options written by a Fund and net gains from
closing purchase transactions are treated as short-term capital gains for
federal income tax purposes, and losses on closing purchase transactions are
short-term capital losses.

As noted previously, there are several risks associated with
transactions in options on securities and indices. For example, there are
significant differences between the securities and options markets that could
result in an imperfect correlation between these markets, causing a given
transaction not to achieve its objectives. A decision as to whether, when and
how to use options involves the exercise of skill and judgment, and even a
well-conceived transaction may be unsuccessful to some degree because of market
behavior or unexpected events.

FUTURES CONTRACTS. As discussed in the Prospectus, the Funds may invest
in futures contracts and options thereon (stock or bond index futures contracts
or interest rate futures or options) to hedge or manage risks associated with a
Fund's securities investments. To enter into a futures contract, an amount of
cash and cash equivalents, equal to the market value of the futures contracts,
is deposited in a segregated account with the Company's Custodian and/or in a
margin account with a broker to collateralize the position and thereby ensure
that the use of such futures is unleveraged. Positions in futures contracts may
be closed out only on an exchange that provides a secondary market for such
futures. However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may not
be possible to close a futures position. In the event of adverse price
movements, a Fund would continue to be required to make daily cash payments to
maintain its required margin. In such situations, if a Fund had insufficient
cash, it might have to sell portfolio securities to meet daily margin
requirements at a time when it would be disadvantageous to do so. In addition, a
Fund might be required to make delivery of the instruments

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underlying futures contracts it holds. The inability to close options and
futures positions also could have an adverse impact on a Fund's ability to hedge
or manage risks effectively.

Successful use of futures by a Fund is also subject to the Adviser's
ability to predict movements correctly in the direction of the market. There is
an imperfect correlation between movements in the price of the future and
movements in the price of the securities that are the subject of the hedge. In
addition, the price of futures may not correlate perfectly with movement in the
cash market due to certain market distortions. Due to the possibility of price
distortion in the futures market and because of the imperfect correlation
between the movements in the cash market and movements in the price of futures,
a correct forecast of general market trends or interest rate movements by the
Adviser may still not result in a successful hedging transaction over a short
time frame.

Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of contract, no
trades may be made on that day at a price beyond the limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit potential losses, because the limit may prevent the liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.

The trading of futures contracts is also subject to the risk of trading
halts, suspensions, exchange or clearing house equipment failures, government
intervention, insolvency of a brokerage firm or clearing house or other
disruptions of normal trading activity, which could at times make it difficult
or impossible to liquidate existing positions or to recover excess variation
margin payments.

WHEN-ISSUED SECURITIES. As discussed in the Prospectus, each of the
Funds may purchase securities on a when-issued basis (i.e., for delivery beyond
the normal settlement date at a stated price and yield). When a Fund agrees to
purchase securities on a when-issued basis, the Custodian will set aside cash or
liquid portfolio securities equal to the amount of the commitment in a separate
account. Normally, the Custodian will set aside portfolio securities to satisfy
the purchase commitment, and in such a case, the Fund may be required
subsequently to place additional assets in the separate account in order to
assure that the value of the account remains equal to the amount of the Fund's
commitment. It may be expected that the Fund's net assets will fluctuate to a

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greater degree when it sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash. In addition, because a Fund will set
aside cash or liquid portfolio securities to satisfy its purchase commitments in
the manner described above, the Fund's liquidity and the ability of the Adviser
to manage it might be affected in the event its commitments to purchase
when-issued securities ever exceeded 25% of the value of its assets.

When a Fund engages in when issued transactions, it relies on the
seller to consummate the trade. Failure of the seller to do so may result in the
Fund incurring a loss or missing the opportunity to obtain a price considered to
be advantageous. The Funds will engage in when-issued delivery transactions only
for the purpose of acquiring portfolio securities consistent with the Funds'
investment objectives and policies, not for investment leverage.

MORTGAGE-RELATED SECURITIES. The Income Fund may, consistent with its
investment objective and policies, invest in mortgage-related securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities. Such
Fund may, in addition, invest in mortgage-related securities issued by
nongovernmental entities; provided, however, that to the extent that the Fund
purchases mortgage-related securities from such issuers which may, solely for
purposes of Section 12 of the 1940 Act, be deemed to be investment companies,
the Fund's investment in such securities will be subject to the limitations on
investments in investment company securities set forth below under "Investment
Restrictions". Mortgage-related securities, for purposes of the Prospectus and
this Statement of Additional Information, represent pools of mortgage loans
assembled for sale to investors by various governmental agencies such as the
Government National Mortgage Association and government-related organizations
such as the Federal National Mortgage Association and the Federal Home Loan
Mortgage Corporation, as well as by nongovernmental issuers such as commercial
banks, savings and loan institutions, mortgage bankers and private mortgage
insurance companies. Although certain mortgage-related securities are guaranteed
by a third party or otherwise similarly secured, the market value of the
security, which may fluctuate, is not so secured.

There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities issued by
the Government National Mortgage Association ("GNMA") include GNMA Mortgage
Pass- Through Certificates (also known as "Ginnie Maes") which are guaranteed as
to the timely payment of principal and interest by GNMA and such guarantee is
backed by the full faith and credit of the United States. GNMA is a wholly-owned
U.S. Government corporation within the Department of Housing and Urban
Development. GNMA certificates also are supported by the authority of GNMA to
borrow funds from the U.S. Treasury to make payments under its guarantee.
Mortgage-related securities issued by

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the Federal National Mortgage Association ("FNMA") include FNMA Guaranteed
Mortgage Pass-Through Certificates (also known as "Fannie Maes") which are
solely the obligations of the FNMA and are not backed by or entitled to the full
faith and credit of the United States. The FNMA is a government-sponsored
organization owned entirely by private stockholders. Fannie Maes are guaranteed
as to the timely payment of principal and interest by FNMA. Mortgage-related
securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC")
include FHLMC Mortgage Participation Certificates (also known as "Freddie Macs"
or "Pcs"). The FHLMC is a corporate instrumentality of the United States,
created pursuant to an Act of Congress, which is owned entirely by Federal Home
Loan Banks. Freddie Macs are not guaranteed by the United States or by any
Federal Home Loan Banks and do not constitute a debt or obligation of the United
States or of any Federal Home Loan Bank. Freddie Macs entitle the holder to
timely payment of interest, which is guaranteed by the FHLMC. The FHLMC
guarantees either ultimate collection or timely payment of all principal
payments on the underlying mortgage loans. When the FHLMC does not guarantee
timely payment of principal, FHLMC may remit the amount due on account of its
guarantee of ultimate payment of principal at any time after default on an
underlying mortgage, but in no event later than one year after it becomes
payable.

The Income Fund may invest in mortgage-related securities that are
collateralized mortgage obligations ("CMOs") structured on pools of mortgage
pass-through certificates or mortgage loans. The CMOs in which the Income Fund
may invest represent securities issued by a private corporation or a U.S.
Government instrumentality that are backed by a portfolio of mortgages or
mortgage-backed securities held under an indenture. The issuer's obligations to
make interest and principal payments is secured by the underlying portfolio of
mortgages or mortgage-backed securities. CMOs are issued with a number of
classes or series which have different maturities and which may represent
interests in some or all of the interest or principal on the underlying
collateral or a combination thereof. CMOs of different classes are generally
retired in sequence as the underlying mortgage loans in the mortgage pool are
repaid. In the event of sufficient early prepayments on such mortgages, the
class or series of a CMO first to mature generally will be retired prior to its
maturity. Thus, the early retirement of a particular class or series of a CMO
held by the Fund would have the same effect as the prepayment of mortgages
underlying a mortgage-backed pass-through security.

ZERO COUPON OBLIGATIONS. The Income Fund may invest in zero coupon
obligations, provided that immediately after any purchase, not more than 5% of
the value of the net assets of the Fund is invested in such obligations. Unlike
securities with coupons attached, which generate periodic interest payments to
the holder, zero-coupon obligations pay no cash income until the date of
maturity. They are purchased at a substantial discount from their value at their
maturity date. This discount is amortized over the life of the security. When
held to maturity, their entire return comes from the

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difference between their purchase price and their maturity value. Since this
difference is known at the time of purchase, the return on zero-coupon
obligations held to maturity is predictable. Since there are no periodic
interest payments made to the holder of a zero-coupon obligation, when interest
rates rise, the value of such an obligation will fall more dramatically than
that of a bond paying out interest on a current basis. When interest rates fall,
however, zero-coupon obligations rise more rapidly in value because the
obligations have locked in a specific rate of return that becomes more
attractive the further interest rates fall.

GUARANTEED INVESTMENT CONTRACTS. The Income Fund may invest in
guaranteed investment contracts ("GICs") issued by insurance companies. Pursuant
to such contracts, the Fund makes cash contributions to a deposit fund of the
insurance company's general account. The insurance company then credits to the
deposit fund on a monthly basis guaranteed interest which is based on an index.
The GICs provide that this guaranteed interest will not be less than a certain
minimum rate. The insurance company may assess periodic charges against a GIC
for expense and service costs allocable to it, and the charges will be deducted
from the value of the deposit fund. The Income Fund will only purchase a GIC
when the Adviser has determined, under guidelines established by the Company's
Board of Trustees, that the GIC presents minimal credit risks to the Fund and is
of comparable quality to instruments that are rated high quality by an NRSRO
having the characteristics described above. Because the Fund may not receive the
principal amount of a GIC from the insurance company on seven days' notice or
less, the GIC is considered an illiquid investment, and, together with other
instruments in the Fund that are not readily marketable, will not exceed 15% of
the Fund's total assets. The term of a GIC will be one year or less. In
determining average weighted portfolio maturity, a GIC will be deemed to have a
maturity equal to the period of time remaining until the next readjustment of
the guaranteed interest rate.

INCOME PARTICIPATION LOANS. The Income Fund may acquire participation
interests in privately negotiated loans to borrowers. Frequently, such loans
have variable interest rates and may be backed by a bank letter of credit; in
other cases they may be unsecured. Such transactions may provide an opportunity
to achieve higher yields than those that may be available from other securities
offered and sold to the general public.

Privately arranged loans, however, will generally not be rated by a
credit rating agency and will normally be liquid, if at all, only through a
provision requiring repayment following demand by the lender. Such loans made by
the Income Fund may have a demand provision permitting the Fund to require
repayment within seven days. Participation in such loans, however, may not have
such a demand provision and may not be otherwise marketable. To the extent these
securities are not readily marketable, they will be subject to the Fund's 15%
limitation on investments in illiquid securities. Recovery of an investment in
any such loan that is illiquid and payable on demand will

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depend on the ability of the borrower to meet an obligation for full repayment
of principal and payment of accrued interest within the demand period, normally
seven days or less (unless the Adviser determines that a particular loan issue,
unlike most such loans, has a readily available market). As it deems
appropriate, the Board of Trustees will establish procedures to monitor the
credit standing of each such borrower, including its ability to honor
contractual payment obligations.

The Income Fund will purchase income participation loans only if such
instruments are, in the opinion of the Adviser, of comparable quality to
securities rated within the four highest rating groups assigned by NRSROs.
RIGHTS AND WARRANTS. The Growth Fund and the International Fund may
participate in rights offerings and purchase warrants, which are privileges
issued by corporations enabling the owners to subscribe to and purchase a
specified number of shares of the corporation at a specified price during a
specified period of time. Subscription rights normally have a short life span to
expiration. The purchase of rights or warrants involves the risk that the Fund
could lose the purchase value of a right or warrant if the right to subscribe to
additional shares is not exercised prior to the rights' or warrants' expiration.
Also, the purchase of rights or warrants involves the risk that the effective
price paid for the right or warrant added to the subscription price of the
related security may exceed the value of the subscribed security's market price
such as when there is no movement in the level of the underlying security.
MEDIUM-GRADE DEBT SECURITIES. As stated in the Prospectus for the
Funds, each Fund may invest in debt securities within the fourth highest rating
group assigned by a NRSRO or, if unrated, securities determined by the Adviser
to be of comparable quality ("Medium-Grade Securities").

As with other fixed-income securities, Medium-Grade Securities are
subject to credit risk and market risk. Market risk relates to changes in a
security's value as a result of changes in interest rates. Credit risk relates
to the ability of the issuer to make payments of principal and interest.
Medium-Grade Securities are considered to have speculative characteristics.

Medium-Grade Securities are generally subject to greater credit risk
than comparable higher-rated securities because issuers are more vulnerable to
economic downturns, higher interest rates or adverse issuer-specific
developments. In addition, the prices of Medium-Grade Securities are generally
subject to greater market risk and therefore react more sharply to changes in
interest rates. The value and liquidity of Medium-Grade Securities may be
diminished by adverse publicity and investor perceptions.

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Because certain Medium-Grade Securities are traded only in markets
where the number of potential purchasers and sellers, if any, is limited, the
ability of the Funds to sell such securities at their fair value either to meet
redemption requests or to respond to changes in the financial markets may be
limited.

Particular types of Medium-Grade Securities may present special
concerns. The prices of payment-in-kind or zero-coupon securities may react more
strongly to changes in interest rates than the prices of other Medium-Grade
Securities. Some Medium- Grade Securities in which the Funds may invest may be
subject to redemption or call provisions that may limit increases in market
value that might otherwise result from lower interest rates while increasing the
risk that the Funds may be required to reinvest redemption or call proceeds
during a period of relatively low interest rates.

The credit ratings issued by NRSROs are subject to various limitations.
For example, while such ratings evaluate credit risk, they ordinarily do not
evaluate the market risk of Medium-Grade Securities. In certain circumstances,
the ratings may not reflect in a timely fashion adverse developments affecting
an issuer. For these reasons, the Adviser conducts its own independent credit
analysis of Medium-Grade Securities.

RESTRICTED SECURITIES. Rule 144A under the Securities Act of 1933
allows for a broader institutional trading market for securities otherwise
subject to restriction on resale to the general public. Rule 144A provides a
"safe harbor" from the registration requirements of the Securities Act of 1933
for resales of certain securities to qualified institutional buyers. The Adviser
believes that the market for certain restricted securities such as institutional
commercial paper may expand further as a result of this regulation and the
development of automated systems for the trading, clearance and settlement of
unregistered securities of domestic and foreign issuers, such as the PORTAL
System sponsored by the NASD.

The Adviser monitors the liquidity of restricted securities in the
Funds' portfolios under the supervision of the Board of Trustees. In reaching
liquidity decisions, the Adviser may consider the following factors, although
such factors may not necessarily be determinative: (1) the unregistered nature
of a security; (2) the frequency of trades and quotes for the security; (3) the
number of dealers willing to purchase or sell the security and the number of
other potential purchasers; (4) the trading markets for the security; (5) dealer
undertakings to make a market in the security; and (6) the nature of the
security and the nature of the marketplace trades (including the time needed to
dispose of the security, methods of soliciting offers, and mechanics of
transfer).

SECURITIES OF OTHER INVESTMENT COMPANIES. To the extent permitted by
the 1940 Act and the Commission, each Fund may invest in securities issued by
other funds, including those advised by the Adviser. Each Fund currently intends
to limit its

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<PAGE> 63

investments so that, as determined immediately after a securities purchase is
made: (a) not more than 5% of the value of its total assets will be invested in
the securities of any one investment company; (b) not more than 10% of the value
of its total assets will be invested in the aggregate in securities of
investment companies as a group; and (c) not more than 3% of the outstanding
voting stock of any one investment company will be owned by either of the Funds.
As a shareholder of another investment company, a Fund would generally bear,
along with other shareholders, its pro rata portion of that company's expenses,
including advisory fees. These expenses would be in addition to the advisory and
other expenses that the Fund bears directly in connection with its own
operations. Investment companies in which a Fund may invest may also impose
distribution or other charges in connection with the purchase or redemption of
their shares and other types of charges. Such charges will be payable by the
Funds and, therefore, will be borne directly by Shareholders.

REPURCHASE AGREEMENTS. Securities held by each Fund may be subject to
repurchase agreements. Under the terms of a repurchase agreement, the Fund would
acquire securities from member banks of the Federal Deposit Insurance
Corporation and registered broker-dealers which the Adviser deems creditworthy
under guidelines approved by the Company's Board of Trustees, subject to the
seller's agreement to repurchase such securities at a mutually agreed-upon date
and price. The repurchase price would generally equal the price paid by the Fund
plus interest negotiated on the basis of current short-term rates, which may be
more or less than the rate on the underlying portfolio securities. The seller
under a repurchase agreement would be required to maintain continually the value
of collateral held pursuant to the agreement at an amount equal to 102% of the
repurchase price (including accrued interest). The securities held subject to
repurchase agreements may bear maturities exceeding the maximum maturity
specified for a Fund, provided each repurchase agreement matures in one year or
less. If the seller were to default on its repurchase obligation or become
insolvent, the Fund holding such obligation would suffer a loss to the extent
that the proceeds from a sale of the underlying portfolio securities were less
than the repurchase price under the agreement, or to the extent that the
disposition of such securities by the Fund were delayed pending legal action.
Additionally, there is no controlling legal precedent confirming that a Fund
would be entitled, as against a claim by such seller or its receiver or trustee
in bankruptcy, to retain the underlying securities, although the Board of
Trustees of the Company believes that, under the regular procedures normally in
effect for custody of a Fund's securities subject to repurchase agreements and
under federal laws, a court of competent jurisdiction would rule in favor of the
Company if presented with the question. Securities subject to repurchase
agreements will be held by the Custodian or another qualified custodian.
Repurchase agreements are considered to be loans by a Fund under the 1940 Act.

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<PAGE> 64

REVERSE REPURCHASE AGREEMENTS. As discussed in the Prospectus, each
Fund may borrow funds for temporary purposes by entering into reverse repurchase
agreements in accordance with that Fund's investment restrictions. Pursuant to
such agreements, a Fund would sell portfolio securities to financial
institutions such as banks and broker-dealers, and agree to repurchase the
securities at a mutually agreed-upon date and price. Each Fund intends to enter
into reverse repurchase agreements only to avoid otherwise selling securities
during unfavorable market conditions to meet redemptions. At the time the Fund
enters into a reverse repurchase agreement, it will place in a segregated
custodial account assets such as Government Related Securities or other liquid,
high grade debt securities consistent with the Fund's investment restrictions
having a value equal to the repurchase price (including accrued interest), and
will subsequently continually monitor the account to ensure that such equivalent
value is maintained at all times. Reverse repurchase agreements involve the risk
that the market value of the securities sold by the Fund may decline below the
price at which the Fund is obligated to repurchase the securities. Reverse
repurchase agreements are considered to be borrowings by the Fund under the 1940
Act.

SECURITIES LENDING. In order to generate additional income, each Fund
may, from time to time, subject to its investment objective and policies, lend
its portfolio securities to broker-dealers, banks, or institutional borrowers of
securities pursuant to agreements requiring that the loans be secured by
collateral equal in value to 102% of the value of the securities loaned.
Collateral for loans of portfolio securities must consist of cash or Government
Related Securities. This collateral will be valued daily by the Adviser. Should
the market value of the loaned securities increase, the borrower is required to
furnish additional collateral to that Fund. During the time portfolio securities
are on loan, the borrower pays the Fund any dividends or interest received on
such securities. Loans are subject to termination by the Fund or the borrower at
any time. While the Fund does not have the right to vote securities on loan,
each Fund intends to terminate the loan and regain the right to vote if that is
considered important with respect to the investment. While the lending of
securities may subject a Fund to certain risks, such as delays or an inability
to regain the securities in the event the borrower were to default or enter into
bankruptcy, each Fund will have the contract right to retain the collateral
described above. A Fund will enter into loan agreements only with
broker-dealers, banks, or other institutions that the Adviser has determined are
creditworthy under guidelines established by the Company's Board of Trustees.

Investment Restrictions
- -----------------------

The following are fundamental investment restrictions and are in
addition to the fundamental investment restrictions set forth in the Prospectus.
Under these restrictions, each Fund may not:

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<PAGE> 65

1. Underwrite the securities issued by other persons, except to the
extent that a Fund may be deemed to be an underwriter under certain securities
laws in the disposition of restricted securities;

2. Purchase or sell commodities or commodities contracts, except to the
extent disclosed in the current Prospectus of the Funds; or

3. Purchase or sell real estate (although investments by the Funds in
marketable securities of companies engaged in such activities are not prohibited
by this restriction).

The following additional investment restrictions are not fundamental
and may be changed with respect to a particular Fund without the vote of a
majority of the outstanding Shares of that Fund. Each Fund may not:

1. Enter into repurchase agreements with maturities in excess of seven
days if such investments, together with other instruments in that Fund that are
not readily marketable or are otherwise illiquid, exceed 15% of that Fund's
total assets;

2. Purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases and sales of portfolio securities, but it
may make margin deposits in connection with transactions in options, futures,
and options on futures;
3. Engage in short sale, provided, however, that the Growth Fund and
the International Fund may engage in short sales "against the box";
4. Purchase participation or direct interests in oil, gas or other
mineral exploration or development programs including oil, gas, or mineral
leases (although investments by the Funds in marketable securities of companies
engaged in such activities are not prohibited in this restriction);

5. Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition, reorganization, or to the
extent permitted by the 1940 Act and the Commission;

6. Invest more than 5% of total assets in puts, calls, straddles,
spreads or any combination thereof; or

7. Invest more than 5% of total assets in securities of issuers which,
together with any predecessors, have a record of less than three years of
continuous operation.

B-15

<PAGE> 66
8. Purchase or retain the securities of any issuer if the officers or
Trustees of the Company or the officers or Directors of the Advisers who
individually own beneficially more than 1/2 of 1% of the securities of the
issuer, together own beneficially more than 5% of the securities of that issuer.
If any percentage restriction described above is satisfied at the time
of investment, a later increase or decrease in such percentage resulting from a
change in asset value will not constitute a violation of such restriction.

Portfolio Turnover
- ------------------

The portfolio turnover rate for each of the Funds is calculated by
dividing the lesser of a Fund's purchases or sales of portfolio securities for
the year by the monthly average value of the portfolio securities. The
calculation excludes all securities whose remaining maturities at the time of
acquisition were one year or less.

For the fiscal year ended December 31, 1996, the annual portfolio
turnover rate for the Income Fund and the Growth Fund were 30% and 34%,
respectively. With respect to the International Fund, it is presently estimated
that its annual turnover rate will generally not exceed 75%. Portfolio turnover
for the Funds may vary greatly from year to year as well as within a particular
year. High turnover rates will generally result in higher transaction costs to a
Fund. Portfolio turnover will not be a limiting factor in making investment
decisions.

NET ASSET VALUE

As indicated in the Prospectus, the net asset value of each Fund is
determined and the Shares of each Fund are priced as of the Valuation Times
applicable to such Fund on each Business Day of the Company. A "Business Day",
which is defined in the Prospectus, is generally a day on which the New York
Stock Exchange is open for business (other than a day on which no Shares of a
Fund are tendered for redemption and no order to purchase any Shares is
received). The New York Stock Exchange will not open in observance of the
following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day,
Veterans Day, Thanksgiving, and Christmas Day.

Valuation of the Funds
- ----------------------

Among the factors that will be considered, if they apply, in valuing
portfolio securities held by the Funds are the existence of restrictions upon
the sale of the security by the Fund, the absence of a market for the security,
the extent of any discount in

B-16

<PAGE> 67

acquiring the security, the estimated time during which the security will not be
freely marketable, the expenses of registering or otherwise qualifying the
security for public sale, underwriting commissions if underwriting would be
required to effect a sale, the current yields on comparable securities for debt
obligations traded independently of any equity equivalent, changes in the
financial condition and prospects of the issuer, and any other factors affecting
fair value. In making valuations, opinions of counsel may be relied upon as to
whether or not securities are restricted securities and as to the legal
requirements for public sale.

The Adviser may use a pricing service to value certain portfolio
securities when the prices provided are believed to reflect the fair market
value of such securities. A pricing service would normally consider such factors
as yield, risk, quality, maturity, type of issue, trading characteristics,
special circumstances and other factors it deems relevant in determining
valuations of normal institutional trading units of debt securities and would
not rely exclusively on quoted prices. The methods used by the pricing service
and the valuations so established will be reviewed by the Adviser under the
general supervision of the Company's Board of Trustees. Several pricing services
are available, one or more of which may be used by the Adviser from time to
time.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Matters Affecting Redemption
- ----------------------------

Shares in each of the Company's Funds are sold on a continuous basis by
BISYS Fund Services, Limited Partnership ("BISYS Fund Services" or the
"Distributor"), and the Distributor has agreed to use appropriate efforts to
solicit all purchase orders. In addition to purchasing Shares directly from the
Distributor, Shares may be purchased through procedures established by the
Distributor in connection with the requirements of accounts at the Adviser or
the Adviser's affiliated entities (collectively, "Entities"). Customers
purchasing Shares of the Funds may include officers, directors, or employees of
the Adviser or the Entities.

Under the 1940 Act, a Fund may suspend the right of redemption or
postpone the date of payment upon redemption for any period during which the New
York Stock Exchange is closed, other than customary weekend and holiday
closings, or during which trading on said Exchange is restricted, or during
which (as determined by the Commission by rule or regulation) an emergency
exists as a result of which disposal or valuation of portfolio securities is not
reasonably practicable, or for such other periods as the Commission may permit.
(A Fund may also suspend or postpone the recordation of the transfer of its
Shares upon the occurrence of any of the foregoing conditions.) Each Fund is
obligated to redeem shares solely in cash up to $250,000 or 1% of such Fund's
net asset value, whichever is less, for any one Shareholder within a 90-day
period. Any

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<PAGE> 68

redemption beyond this amount will also be in cash unless the Board of Trustees
determines that conditions exist which make payment of redemption proceeds
wholly in cash unwise or undesirable. In such a case, a Fund may make payment
wholly or partly in securities or other property, valued in the same way as that
Fund determines net asset value. Redemption in kind is not as liquid as a cash
redemption. Shareholders who receive a redemption in kind may incur transaction
costs, if they sell such securities or property, and may receive less than the
redemption value of such securities or property upon sale, particularly where
such securities are sold prior to maturity.

Waiver of Contingent Deferred Sales Charge
- ------------------------------------------

The otherwise applicable contingent deferred sales charge will be
waived for redemptions in connection with the disability of a shareholder. A
shareholder will be treated as disabled if he or she is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or to be of
long-continued and indefinite duration. The shareholder must furnish proof of
disability to the Administrator.

MANAGEMENT OF THE COMPANY

Trustees and Officers
- ---------------------

Overall responsibility for management of the Company rests with its
Board of Trustees, which is elected by the Shareholders of the Company's Funds.
The Trustees elect the officers of the Company to supervise actively its
day-to-day operations. As of the date of this Statement of Additional
Information, the Company's officers and Trustees, as a group, own less than 1%
of the Shares of each Fund.

The names of the Trustees and officers of the Company, their mailing
addresses, ages and their principal occupations during the past five years are
as follows:

<TABLE>
<CAPTION>
Position(s) Principal
Held with Occupation
Name, Address and Age The Company During Past 5 Years
- --------------------- ----------- -------------------

<S> <C> <C>
Howard L. Brenneman* Chairman and From December 1991 to
P.O. Box 483 Trustee present, President and CEO
Goshen, IN 46527 of Mennonite Mutual Aid;
Age: 57 from 1986-1991, business
and financial consultant,
and Director of Strategic
Planning
</TABLE>

B-18
<PAGE> 69

<TABLE>
<CAPTION>
Position(s) Principal
Held with Occupation
Name, Address and Age The Company During Past 5 Years
- --------------------- ----------- -------------------

and Development, Prairie
View, Inc.

Karen Klassen Harder, Ph.D. Trustee From January 1990 to
Bethel College present, College Professor,
North Newton, KS 67117 Bethel College, North
Age: 41 Newton, KS; prior to
January 1990, student,
graduate student and
research assistant.

Richard Reimer* Trustee Since 1962, Professor of
The College of Wooster Economics, The College of
Wooster, Ohio 44691 Wooster, Wooster, Ohio.
Age: 66

Donald E. Showalter, Esq. Trustee From June 1965 to present,
100 South Mason Street attorney with the law firm
Harrisonburg, VA 22801 of Wharton, Aldhizer &
Age: 56 Weaver, Harrisonburg, VA.

Allen Yoder, Jr. Trustee From May 1985 until
P.O. Box 460 retirement in September
Middlebury, IN 46540 1993, President, Jayco,
Age: 69 Inc., manufacturer of
recreational vehicles. From
1985 to present, President,
Deutsch Kase Haus, cheese
manufacturer.

Wilfred E. Nolen Trustee From 1983 to present,
1505 Dundee Avenue President of Church of the
Elgin, IL 60120 Brethren Benefit Trust and
Age: 56 Church of the Brethren
Benefit Trust, Inc.; from
1990 to present, President
of Brethren Foundation,
Inc.
</TABLE>

B-19
<PAGE> 70

<TABLE>
<CAPTION>
Position(s) Principal
Held with Occupation
Name, Address and Age The Company During Past 5 Years
- --------------------- ----------- -------------------

<S> <C> <C>
Beryl Mae Hartzler Brubaker* Trustee From 1970 to present, Vice
Eastern Mennonite University President for Enrollment
1200 Park Road Management, Eastern
Harrisonburg, VA 22801 Mennonite University, from
Age: 54 1995 to present,
Chairperson of Menno
Insurance Service, Inc.,
doing business as MMA
Capital Management.

J.B. Miller President From September 1990 to
P.O. Box 483 present, Vice President of
Goshen, IN 46527 Financial Services,
Age: 49 Mennonite Mutual Aid, Inc.
From July 1986 through
August 1990, Senior Vice
President, Citizens &
Southern National Bank of
Florida.

Marlo J. Kauffman Vice President From January 1981 to
P.O. Box 483 present, employee of
Goshen, IN 46527 Mennonite Mutual Aid, Inc.,
Age: 40 with current position as
Pension Director.

Walter B. Grimm Vice President From June 1992 to present,
3435 Stelzer Road employee of BISYS Fund
Columbus, OH 43219 Services; from 1987 to June
Age: 51 1992, President of Leigh
Investments (investment
firm); from May 1989 to
November 1990, President of
Security Bank.

George R. Landreth Vice President From December 1992 to
3435 Stelzer Road and Treasurer present, employee of BISYS
Columbus, OH 43219 Fund Services; from July
Age: 54 1991 to December 1992,
employee of PNC Financial
Corp.; from October 1984 to
July 1991,
</TABLE>

B-20
<PAGE> 71

<TABLE>
<CAPTION>
Position(s) Principal
Held with Occupation
Name, Address and Age The Company During Past 5 Years
- --------------------- ----------- -------------------

employee of The Central
Trust Co., N.A.

Clint Barker Secretary From August 1993 to
3435 Stelzer Road present, employee of BISYS
Columbus, OH 43219 Fund Services; from April
Age: 28 1991 to July 1993, employee
of IBM Corporation.

Robert L. Tuch Assistant From June 1991 to present,
3435 Stelzer Road Secretary employee of BISYS Fund
Columbus, OH 43219 Services; from July 1990 to
Age: 45 June 1991, Vice President
and Associate General
Counsel, National
Securities and Research
Corp.; from August 1987 to
June 1990, Attorney
Advisor, United States
Securities and Exchange
Commission.

Alaina V. Metz Assistant From 1995 to present,
3435 Stelzer Road Secretary employee of BISYS Fund
Columbus, OH 43219 Services; from May 1989 to
Age: 29 June 1995, employee of
Alliance Capital

- -----------------
<FN>
* Indicates an "interested person" of the Company as defined in the 1940
Act.
</TABLE>

Trustees of the Company not affiliated with the Distributor receive
from the Company a fee of $750 for each Board of Trustees meeting attended and
are reimbursed for all out-of-pocket expenses relating to attendance at such
meetings. Trustees who are affiliated with the Distributor do not receive
compensation from the Company.

B-21
<PAGE> 72

For the fiscal year ended December 31, 1996, the Trustees received the
following compensation from the Company and from certain other investment
companies (if applicable) that have the same investment adviser as the Funds or
an investment adviser that is an affiliated person of the Company's investment
adviser:
<TABLE>
<CAPTION>
Pension or
Retirement Total Compensation
Aggregate Benefits Accrued Est. Annual From Registrant
Name of Compensation As Part of Fund Benefits Upon and Fund Complex
Trustee from the Company Expenses Retirement Paid to Trustees
- ------- ---------------- ---------------- ------------- ------------------
<S> <C> <C> <C> <C>
Howard L. Brenneman $2,000 $-0- $-0- $2,000
Karen Klassen Harder $2,000 $-0- $-0- $2,000
Richard Reimer $2,000 $-0- $-0- $2,000
Donald E. Showalter $2,000 $-0- $-0- $2,000
Allen Yoder, Jr. $2,000 $-0- $-0- $2,000
Wilfred E. Nolen $2,000 $-0- $-0- $2,000
Beryl Mae Brubaker* $ 500 $-0- $-0- $ 500

- ----------------
<FN>
* Ms. Brubaker became a Trustee as of August 20, 1996.
</TABLE>
The officers of the Company receive no compensation directly from the
Company for performing the duties of their offices. The Distributor receives
fees from the Company for acting as Administrator. BISYS Fund Services Ohio,
Inc. receives fees from the Company for acting as transfer agent and for
providing fund accounting services. Messrs. Grimm, Barker, Landreth and Tuch are
employees of the Distributors, as is Ms. Metz. Messrs. Miller and Kauffman are
employees of the Adviser.

Investment Adviser
- ------------------

Investment advisory services are provided to the Funds by Menno
Insurance Service, Inc., d\b\a MMA Capital Management (the "Adviser"), pursuant
to an Investment Advisory Agreement dated as of January 1, 1994 (the "Investment
Advisory Agreement"). Under the Investment Advisory Agreement, the Adviser has
agreed to provide investment advisory services as described in the Prospectus of
the Funds. For the services provided and expenses assumed pursuant to the
Investment Advisory Agreement, each of the Funds pays the Adviser a fee computed
daily and paid monthly, at an annual rate, calculated as a percentage of the
average daily net assets of that Fund, of fifty one-hundredths of one percent
(.50%) for the Income Fund, of seventy-four one-hundredths of one percent (.74%)
for the Growth Fund and of ninety one-hundredths of one percent (.90%) for the
International Fund. The Adviser may periodically waive all or a portion of its
advisory fee with respect to any Fund to increase the net income of the Fund
available for distribution as dividends.

B-22
<PAGE> 73

The total investment advisory fees paid to the Adviser for the last
three fiscal years is as follows:

Income Fund - for the fiscal year ended December 31, 1994 the Adviser
earned investment advisory fees of $77,885 and the Adviser waived or assumed
advisory fees in the amount of $26,555; for the fiscal year ended December 31,
1995 the Adviser earned investment advisory fees of $107,864 and the Adviser
waived or assumed advisory fees in the amount of $36,724; and for the fiscal
year ended December 31, 1996 the Adviser earned investment advisory fees of
$127,336 and the Adviser waived or assumed advisory fees in the amount of
$103,179.

Growth Fund - for the fiscal year ended December 31, 1994 the Adviser
earned investment advisory fees of $107,061 and the Adviser waived or assumed
advisory fees in the amount of $44,941; for the fiscal year ended December 31,
1995 the Adviser earned investment advisory fees of $183,660 and the Adviser
waived or assumed advisory fees in the amount of $26,585; and the fiscal year
ended December 31, 1996 the Adviser earned investment advisory fees of $334,230
and the Adviser waived or assumed advisory fees in the amount of $565.

Unless sooner terminated, the Investment Advisory Agreement will
continue in effect as to each Fund from year to year if such continuance is
approved at least annually by the Company's Board of Trustees or by vote of a
majority of the outstanding Shares of the relevant Fund (as defined under
"GENERAL INFORMATION - Miscellaneous" in the Prospectus), and a majority of the
Trustees who are not parties to the Investment Advisory Agreement or interested
persons (as defined in the 1940 Act) of any party to the Investment Advisory
Agreement by votes cast in person at a meeting called for such purpose. The
Investment Advisory Agreement is terminable as to a Fund at any time on 60-days'
written notice without penalty by the Trustees, by vote of a majority of the
outstanding Shares of that Fund, or by the Adviser. The Investment Advisory
Agreement also terminates automatically in the event of any assignment, pursuant
to the 1940 Act.

The Investment Advisory Agreement provides that the Adviser shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by a Fund in connection with the performance of the Investment Advisory
Agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith, or gross negligence on the part of the Adviser in the
performance of its duties, or from reckless disregard by the Adviser of its
duties and obligations thereunder.

Oechsle International Advisors, L.P., Boston, Massachusetts (the
"Sub-Adviser") provides sub-investment advisory services to the International
Equity Fund pursuant to a Sub-Advisory Agreement dated as of April 1, 1997
(the "Sub-Advisory Agreement"). The terms and conditions of the Sub-Advisory
Agreement are substantially identical to those of the Investment Advisory
Agreement. For the services provided pursuant to the Sub-Advisory Agreement, the
Adviser pays the Sub-Adviser a fee computed daily and paid monthly, at an annual
rate of .50% of the International Fund's average daily net assets.

Portfolio Transactions
- ----------------------

Pursuant to the Investment Advisory Agreement, the Adviser determines,
subject to the general supervision of the Board of Trustees of the Company and
in accordance with each Fund's investment objective and restrictions, which
securities are to be purchased and sold by a Fund, and which brokers are to be
eligible to execute such Fund's portfolio transactions. Purchases and sales of
portfolio securities with respect to

B-23
<PAGE> 74

the Funds usually are principal transactions in which portfolio securities are
normally purchased directly from the issuer or from an underwriter or market
maker for the securities. Purchases from underwriters of portfolio securities
generally include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving as market makers may include the
spread between the bid and asked price. Transactions on stock exchanges involve
the payment of negotiated brokerage commissions. Transactions in the
over-the-counter market are generally principal transactions with dealers. With
respect to the over-the-counter market, the Adviser, where possible, will deal
directly with dealers who make a market in the securities involved except in
those circumstances where better price and execution are available elsewhere.

Allocation of transactions, including their frequency, to various
brokers and dealers is determined by the Adviser in its best judgment and in a
manner deemed fair and reasonable to Shareholders. The primary consideration is
prompt execution of orders in an effective manner at the most favorable price.
Subject to this consideration, brokers and dealers who provide supplemental
investment research to the Adviser may receive orders for transactions on behalf
of the Funds. Information so received is in addition to and not in lieu of
services required to be performed by the Adviser and does not reduce the
advisory fees payable to the Adviser by the Funds. Such information may be
useful to the Adviser in serving both the Company and other clients and,
conversely, supplemental information obtained by the placement of business of
other clients may be useful to the Adviser in carrying out its obligations to
the Funds.

While the Adviser generally seeks competitive commissions, the Company
may not necessarily pay the lowest commission available on each brokerage
transaction, for the reasons discussed above.

Except as permitted by applicable laws, rules and regulations, the
Adviser will not, on behalf of the Funds, execute portfolio transactions
through, acquire portfolio securities issued by, or enter into repurchase or
reverse repurchase agreements with the Adviser, the Distributor, or their
affiliates, and will not give preference to the Adviser's affiliates with
respect to such transactions, securities, repurchase agreements, and reverse
repurchase agreements.

Investment decisions for each Fund are made independently from those
for the other Fund or any other investment company or account managed by the
Adviser. Any such other fund, investment company or account may also invest in
the same securities as either of the Funds. When a purchase or sale of the same
security is made at substantially the same time on behalf of a Fund and either
the other Fund of the Company or another investment company or account, the
transaction will be averaged as to price, and available investments will be
allocated as to amount in a manner which the

B-24
<PAGE> 75

Adviser believes to be equitable to the Fund(s) and such other fund, investment
company or account. In some instances, this investment procedure may adversely
affect the price paid or received by a Fund or the size of the position obtained
by a Fund. To the extent permitted by law, the Adviser may aggregate the
securities to be sold or purchased for a Fund with those to be sold or purchased
for the other Fund or for other investment companies or accounts in order to
obtain best execution. As provided by the Investment Advisory Agreement, in
making investment recommendations for the Funds, the Adviser will not inquire or
take into consideration whether an issuer of securities proposed for purchase or
sale by the Funds is a customer of the Adviser, its parent or its subsidiaries
or affiliates and, in dealing with its customers, the Adviser, its parent,
subsidiaries, and affiliates will not inquire or take into consideration whether
securities of such customers are held by the Funds.

For the fiscal years ended December 31, 1994, 1995 and 1996, only the
Growth Fund paid any brokerage commissions, which commissions amounted to
$39,352, $45,282 and $76,256, respectively. No commissions were paid to any
affiliate of the Funds or the Adviser.

Administrator
- -------------
BISYS Fund Services serves as administrator (the "Administrator") to
the Funds pursuant to a Management and Administration Agreement dated January 1,
1994 (the "Administration Agreement"). The Administrator assists in supervising
all operations of each Fund (other than those performed by the Adviser under the
Investment Advisory Agreement, by the Sub-Adviser under the Sub-Advisory
Agreement, by the Custodian under the Custodian Agreement and by BISYS Fund
Services Ohio, Inc. under the Transfer Agency Agreement and Fund Accounting
Agreement). The Administrator is a broker-dealer registered with the Commission,
and is a member of the National Association of Securities Dealers, Inc.
Under the Administration Agreement, the Administrator has agreed to
maintain office facilities; furnish statistical and research data, clerical
support, certain bookkeeping services and stationery and office supplies;
prepare the periodic reports to the Commission on Form N-SAR or any replacement
forms therefor; compile data for, prepare for execution by the Funds and file
all of the Funds' federal and state tax returns and required tax filings other
than those required to be made by the Funds' Custodian and Transfer Agent;
prepare compliance filings pursuant to state securities laws with the advice of
the Company's counsel; assist to the extent requested by the Company with the
Company's preparation of its Annual and Semi-Annual Reports to Shareholders and
its Registration Statement (on Form N-1A or any replacement therefor); compile
data for, prepare and file timely Notices to the Commission required pursuant to
Rule 24f-2 under the 1940 Act; keep and maintain the financial accounts and
records of each Fund,

B-25
<PAGE> 76
including calculation of daily expense accruals; and generally assist in all
aspects of the Funds' operations other than those performed by the Adviser under
the Investment Advisory Agreement, by the Sub-Adviser under the Sub-Advisory
Agreement, the Custodian under the Custodian Agreement and BISYS Fund Services
Ohio, Inc. under the Transfer Agency Agreement and the Fund Accounting
Agreement. Under the Administration Agreement, the Administrator may delegate
all or any part of its responsibilities thereunder.

The Administrator receives a fee from each Fund for its services as
Administrator and expenses assumed pursuant to the Administration Agreement
calculated daily and paid periodically, at an annual rate equal to fifteen
one-hundredths of one percent (.15%) of a Fund's average daily net assets, with
an annual minimum of $50,000 until the Fund's net assets reach $50 million. Upon
reaching $50 million, the fee will be calculated at an annual rate of ten
one-hundredths of one percent (.10%) of the Fund's average daily net assets. The
Administrator may periodically waive all or a portion of its fee with respect to
either Fund in order to increase the net income of a Fund available for
distribution as dividends.

The total administrative fees paid to the Administrator for the last
two fiscal years is as follows:

Income Fund - for the fiscal year ended December 31, 1995, the
Administrator earned administrative fees of $50,000, and for the fiscal year
ended December 31, 1996, the Administrator earned administrative fees of
$50,000.

Growth Fund - for the fiscal year ended December 31, 1995, the
Administrator earned administrative fees of $50,000, and for the fiscal year
ended December 31, 1996, the Administrator earned administrative fees of
$67,749 and the Administrator waived or assumed administrative fees in the
amount of $7,899.

Unless sooner terminated as provided therein, the Administration
Agreement will continue in effect until January 1, 1999. The Administration
Agreement thereafter shall be renewed automatically for successive five-year
terms, unless written notice not to renew is given by the non-renewing party to
the other party at least 60 days prior to the expiration of the then-current
term. The Administration Agreement is terminable with respect to a particular
Fund through a failure to renew the agreement, upon mutual agreement of the
parties to the Administration Agreement and for cause (as defined in the
Administration Agreement) by the party alleging cause, on not less than 60 days'
notice by the Company's Board of Trustees or by the Administrator.

The Administration Agreement provides that the Administrator shall not
be liable for any error of judgment or mistake of law or any loss suffered by
either of the Funds in connection with the matters to which the Administration
Agreement relates, except a loss resulting from willful misfeasance, bad faith,
or gross negligence in the performance of its duties, or from the reckless
disregard by the Administrator of its obligations and duties thereunder.

B-26
<PAGE> 77

Expenses
- --------

If total expenses borne by any of the Funds in any fiscal year exceed
expense limitations imposed by applicable state securities regulations, the
Adviser and the Administrator will reimburse that Fund by the amount of such
excess in proportion to their respective fees. As of the date of this Statement
of Additional Information, the most restrictive expense limitation applicable to
each of the Funds limits a Fund's aggregate annual expenses, including
management and advisory fees but excluding interest, taxes, brokerage
commissions, and certain other expenses, to 2 1/2% of the first $30 million of
that Fund's average net assets, 2% of the next $70 million of that Fund's
average net assets, and 1/2% of that Fund's remaining average net assets. Any
expense reimbursements will be estimated daily and reconciled and paid on a
monthly basis.

Distributor
- -----------

BISYS Fund Services serves as distributor for the Funds pursuant to the
Distribution Agreement dated January 1, 1994, with respect to the Funds (the
"Distribution Agreement"). Unless otherwise terminated, the Distribution
Agreement will continue in effect as to each Fund for successive one-year
periods if approved at least annually (i) by the Company's Board of Trustees or
by the vote of a majority of the outstanding Shares of the Company, and (ii) by
the vote of a majority of the Trustees of the Company who are not parties to the
Distribution Agreement or interested persons (as defined in the 1940 Act) of any
party to the Distribution Agreement, cast in person at a meeting called for the
purpose of voting on such approval. The Distribution Agreement terminates
automatically in the event of any assignment pursuant to the 1940 Act.

For the fiscal year ended December 31, 1994, BISYS Fund Services
received $322 in deferred sales charges in connection with the Income Fund,
of which it retained $0; for the fiscal year ended December 31, 1995,
BISYS Fund Services received $1,122 in deferred sales charges in connection
with the Income Fund, of which it retained $0; and for the fiscal year
ended December 31, 1996, BISYS Fund Services received $6,821 in deferred sales
charges in connection with the Income Fund, of which it retained $0. For
the fiscal year ended December 31, 1994, BISYS Fund Services received $601
in deferred sales charges in connection with the Growth Fund, of which it
retained $0, and for the fiscal year ended December 31, 1995, BISYS Fund
Services received $9,392 in deferred sales charges in connection with the
Growth Fund, of which it retained $0; and for the fiscal year ended
December 31, 1996, BISYS Fund Services received $16,383 in deferred sales
charges in connection with the Growth Fund, of which it retained $0.

B-27
<PAGE> 78

As described in the Prospectus, the Company has adopted a Distribution
Services Plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act under which
each Fund may pay a periodic amount calculated at an annual rate not to exceed
1% of the average daily net assets of a Fund for activities primarily intended
to result in the sale of a Fund's shares. These amounts may include the payment
of a service fee of up to 0.25% of the average daily net assets of a Fund for
activities or expenses related to account maintenance or personal service to
existing shareholders. For the fiscal year ended December 31, 1995, the Income
Fund and the Growth Fund paid or reimbursed the Distributor pursuant to the Plan
in the following amounts and for the following purposes; for the Income Fund;
$10,778 was paid to sales personnel in connection with shareholder services; for
the Growth Fund, $12,392 was paid to sales personnel in connection with
shareholder services. For the fiscal year ended December 31, 1996, the Income
Fund and the Growth Fund paid or reimbursed the Distributor pursuant to the Plan
in the following amounts and for the following purposes; for the Income Fund;
$12,728 was paid to sales personnel in connection with shareholder services;
for the Growth Fund, $107,641 was to sales personnel in connection with
shareholder services.

Custodian
- ---------

Fifth Third Bank, Cincinnati, Ohio, serves as custodian (the
"Custodian") to the Funds pursuant to the Custodian Agreement dated as of
January 1, 1994 between the Company and the Custodian (the "Custodian
Agreement"). The Custodian's responsibilities include safeguarding and
controlling each Fund's cash and securities, handling the receipt and delivery
of securities, and collecting income on each Fund's investments. In
consideration of such services, each of the Funds pays the Custodian an annual
fee plus fixed fees charged for certain portfolio transactions and out-of-pocket
expenses.

Unless sooner terminated, the Custodian Agreement will continue in
effect until terminated by either party upon 60-days advance written notice to
the other party.

Boston Safe Deposit and Trust Company, Boston, Massachusetts (the "Sub-
Custodian"), serves as sub-custodian for the International Fund pursuant to an
agreement dated as of April 1, 1997 (the "Sub-Custodian Agreement"). In
consideration of its services, the Sub-Custodian receives a fee based upon the
value of assets maintained by it plus certain out-of-pocket expenses. Unless
sooner terminated, the Sub-Custodian Agreement will continue in effect until
terminated by either party upon 60 days advance written notice to the other
party.

B-28
<PAGE> 79

Transfer Agency, Shareholder Servicing and Fund Accounting Services
- -------------------------------------------------------------------

BISYS Fund Services Ohio, Inc. ("BISYS Fund Services Ohio, Inc." or the
"Transfer Agent") serves as transfer agent and dividend disbursing agent for the
Funds pursuant to the Transfer Agency Agreement dated January 1, 1994. Pursuant
to such Agreement, the Transfer Agent, among other things, performs the
following services in connection with each Fund's Shareholders of record:
maintenance of shareholder records; processing Shareholder purchase, exchange
and redemption orders; processing transfers and exchanges of Shares of the
Company on the shareholder files and records; processing dividend payments and
reinvestments; and assistance in the mailing of shareholder reports and proxy
solicitation materials. For such services, the Transfer Agent receives a fee
based on the number of Shareholders of record and is reimbursed for
out-of-pocket expenses.

In addition, BISYS Fund Services Ohio, Inc. provides certain fund
accounting services to the Funds pursuant to a Fund Accounting Agreement dated
January 1, 1994. BISYS Fund Services Ohio, Inc. receives a fee from each Fund
for such services based upon the total assets in that Fund. Under such
Agreement, BISYS Fund Services Ohio, Inc. maintains the accounting books and
records for each Fund, including journals containing an itemized daily record of
all purchases and sales of portfolio securities, all receipts and disbursements
of cash and all other debits and credits, general and auxiliary ledgers
reflecting all asset, liability, reserve, capital, income and expense accounts,
including interest accrued and interest received, and other required separate
ledger accounts; maintains a monthly trial balance of all ledger accounts;
performs certain accounting services for the Fund, including calculation of the
net asset value per share, calculation of the dividend and capital gain
distributions, if any, and of yield, reconciliation of cash movements with the
Custodian, affirmation to the Custodian of all portfolio trades and cash
settlements, verification and reconciliation with the Custodian of all daily
trade activity; provides certain reports; obtains dealer quotations, prices from
a pricing service or matrix prices on all portfolio securities in order to mark
the portfolio to the market; and prepares an interim balance sheet, statement of
income and expense, and statement of changes in net assets for each Fund.

Pursuant to a Shareholder Servicing Agreement, BISYS Fund Services
provides administrative services to shareholders. Such services include changing
dividend options, account designations, and addresses; administering shareholder
records; transmitting and receiving funds in connection with shareholder orders;
and providing other account administration services. The maximum aggregate fee
for such services shall not exceed on an annual basis 0.25% of a Fund's average
daily net assets.

B-29
<PAGE> 80

Auditors
- --------

Coopers & Lybrand L.L.P., 100 East Broad Street, Columbus, Ohio 43215,
serves as the independent accountants for the Company.

Legal Counsel
- -------------

Dechert Price & Rhoads, 1500 K Street, N.W., Washington, D.C. 20005,
serves as counsel to the Company.

ADDITIONAL INFORMATION

Description of Shares
- ---------------------
The Company was organized on September 30, 1993 as a Delaware business
trust. The Company's Agreement and Declaration of Trust authorizes the Board of
Trustees to issue an unlimited number of Shares, which are shares of beneficial
interest, with a par value of $.01 per share. The Company presently has three
separate investment portfolios (or series) of Shares. The Company's Agreement
and Declaration of Trust authorizes the Board of Trustees to divide or redivide
any unissued Shares of the Company into one or more additional investment
portfolios (or series) by setting or changing in any one or more respects their
respective preferences, conversion or other rights, voting power, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption.
Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board of Trustees may grant in its
discretion. When issued for payment as described in the Prospectus and this
Statement of Additional Information, the Shares will be fully paid and
non-assessable. In the event of a liquidation or dissolution of the Company,
Shareholders of a Fund are entitled to receive the assets available for
distribution belonging to that Fund, and a proportionate distribution, based
upon the relative asset values of the respective Funds, of any general assets
not belonging to any particular Fund that are available for distribution.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company such as the Company shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding Shares of
each Fund affected by the matter. For purposes of determining whether the
approval of a majority of the outstanding Shares of a Fund will be required in
connection with a matter, a Fund will be deemed to be affected by a matter
unless it is clear that the interests of each Fund in the matter are identical,
or that the matter does not affect any interest of the Fund. Under Rule 18f-2,

B-30
<PAGE> 81

the approval of an investment advisory agreement or any change in investment
policy would be effectively acted upon with respect to a Fund only if approved
by a majority of the outstanding Shares of such Fund. However, Rule 18f-2 also
provides that the ratification of independent public accountants, the approval
of principal underwriting contracts, and the election of Trustees may be
effectively acted upon by Shareholders of the Company voting without regard to
Fund.

Vote of a Majority of the Outstanding Shares
- --------------------------------------------

As used in the Prospectus and this Statement of Additional Information,
a "vote of a majority of the outstanding Shares" of a Fund means the affirmative
vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more
of the votes of Shareholders of that Fund present at a meeting at which the
holders of more than 50% of the votes attributable to Shareholders of record of
that Fund are represented in person or by proxy, or (b) the holders of more than
50% of the outstanding votes of Shareholders of that Fund.

Additional Tax Information
- --------------------------

TAXATION OF THE FUNDS. Each Fund intends to qualify annually and to
elect to be treated as a regulated investment company under the Internal Revenue
Code of 1986, as amended (the "Code").

To qualify as a regulated investment company, each Fund must, among
other things, (a) derive in each taxable year at least 90% of its gross income
from dividends, interest, payments with respect to securities loans and gains
from the sale or other disposition of stock, securities or foreign currencies or
other income derived with respect to its business of investing in such stock,
securities or currencies; (b) derive less than 30% of its gross income from the
sale or other disposition of certain assets (namely, in the case of a Fund, (i)
stock or securities, (ii) options, futures, and forward contracts (other than
those on foreign currencies), and (iii) foreign currencies (including options,
futures, and forward contracts on such currencies) not directly related to the
Fund's principal business of investing in stock or securities (or options and
futures with respect to stocks or securities)) held less than 3 months (the "30%
Limitation"); (c) diversify its holdings so that, at the end of each quarter of
the taxable year, (i) at least 50% of the market value of the Fund's assets is
represented by cash and cash items (including receivables), U.S. Government
securities, the securities of other regulated investment companies and other
securities, with such other securities of any one issuer limited for the
purposes of this calculation to an amount not greater than 5% of the value of
the Fund's total assets and not greater than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its total
assets is invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated

B-31
<PAGE> 82

investment companies); and (d) distribute at least 90% of its investment company
taxable income (which includes, among other items, dividends, interest and net
short-term capital gains in excess of net long-term capital losses) and its net
tax-exempt interest income each taxable year.

As a regulated investment company, each Fund will not be subject to
U.S. federal income tax on its investment company taxable income and net capital
gains (the excess of net long-term capital gains over net short-term capital
losses), if any, that it distributes to Shareholders. Each Fund intends to
distribute to its Shareholders, at least annually, substantially all of its
investment company taxable income and net capital gains. Amounts, other than
tax-exempt interest, not distributed on a timely basis in accordance with a
calendar year distribution requirement are subject to a nondeductible 4% excise
tax. To prevent imposition of the excise tax, each Fund must distribute during
each calendar year an amount equal to the sum of (1) at least 98% of its
ordinary income (not taking into account any capital gains or losses) for the
calendar year, (2) at least 98% of its capital gains in excess of its capital
losses (adjusted for certain ordinary losses, as prescribed by the Code) for the
one-year period ending on October 31 of the calendar year, and (3) any ordinary
income and capital gains for previous years that were not distributed during
those years. A distribution will be treated as paid 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 the Fund during January
of the following calendar year. Such distributions will be taxable to
Shareholders in the calendar year in which the distributions are declared,
rather than the calendar year in which the distributions are received. To
prevent application of the excise tax, each Fund intends to make its
distributions in accordance with the calendar year distribution requirement.
DISTRIBUTIONS. Dividends paid out of a Fund's investment company
taxable income will be taxable to a U.S. Shareholder as ordinary income. A
portion of either the Growth Fund's or the International Fund's income may
consist of dividends paid by U.S. corporations and, accordingly, a portion of
the dividends paid by these Funds may be eligible for the corporate
dividends-received deduction. It is also possible that a portion of the income
earned by the Income Fund may be in the form of dividends from fixed income
preferred stock investments. Therefore, a portion of that Fund's income may also
be eligible for the corporate dividends-received deduction. Distributions of net
capital gains, if any, designated as capital gain dividends are taxable as
long-term capital gains, regardless of how long the Shareholder has held a
Fund's Shares, and are not eligible for the dividends-received deduction. For
federal tax purposes, distributions received from a Fund will be treated as
described above whether received in cash or in additional shares. Shareholders
receiving distributions in the form of additional Shares, rather than cash,
generally will have a cost basis in each such Share equal to the net asset value
of a Share of a Fund on the reinvestment date. Shareholders will be notified
annually as to the U.S. federal tax status of distributions, and Shareholders
receiving

B-32
<PAGE> 83

distributions in the form of additional Shares will receive a report as to the
net asset value of those Shares.

ORIGINAL ISSUE DISCOUNT SECURITIES. Investments by a Fund in securities
that are issued at a discount will result in income to the Fund equal to a
portion of the excess of the face value of the securities over their issue price
(the "original issue discount") each year that the securities are held, even
though the Fund receives no cash interest payments. This income is included in
determining the amount of income which the Fund must distribute to maintain its
status as a regulated investment company and to avoid the payment of federal
income tax and the 4% excise tax.

OPTIONS AND HEDGING TRANSACTIONS. The taxation of equity options and
over-the-counter options on debt securities is governed by Code section 1234.
Pursuant to Code section 1234, the premium received by a Fund for selling a put
or call option is not included in income at the time of receipt. If the option
expires, the premium is short-term capital gain to the Fund. If the Fund enters
into a closing transaction, the difference between the amount paid to close out
its position and the premium received is short-term capital gain or loss. If a
call option written by a Fund is exercised, thereby requiring the Fund to sell
the underlying security, the premium will increase the amount realized upon the
sale of such security and any resulting gain or loss will be a capital gain or
loss, and will be long-term or short-term depending upon the holding period of
the security. With respect to a put or call option that is purchased by a Fund,
if the option is sold, any resulting gain or loss will be a capital gain or
loss, and will be long-term or short-term, depending upon the holding period of
the option. If the option expires, the resulting loss is a capital loss and is
long-term or short-term, depending upon the holding period of the option. If the
option is exercised, the cost of the option, in the case of a call option, is
added to the basis of the purchased security and, in the case of a put option,
reduces the amount realized on the underlying security in determining gain or
loss.

Certain options in which a Fund may invest are "section 1256
contracts". Gains or losses on section 1256 contracts generally are considered
60% long-term and 40% short-term capital gains or losses ("60/40"). Also,
section 1256 contracts held by a Fund at the end of each taxable year (and,
generally, for purposes of the 4% excise tax, on October 31 of each year) are
"marked-to-market" (that is, treated as sold at fair market value), resulting in
unrealized gains or losses being treated as though they were realized.

Generally, the hedging transactions undertaken by a Fund may result in
"straddles" for U.S. federal income tax purposes. The straddle rules may affect
the character of gains (or losses) realized by a Fund. In addition, losses
realized by a Fund on positions that are part of a straddle may be deferred
under the straddle rules, rather than being taken into account in calculating
the taxable income for the taxable year in which the

B-33
<PAGE> 84

losses are realized. Because only a few regulations implementing the straddle
rules have been promulgated, the tax consequences to the Funds of engaging in
hedging transactions are not entirely clear. Hedging transactions may increase
the amount of short-term capital gain realized by the Funds which is taxed as
ordinary income when distributed to Shareholders.

Each Fund may make one or more of the elections available under the
Code which are applicable to straddles. If a Fund makes any of the elections,
the amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

Because the straddle rules may affect the character of gains or losses,
defer losses and/or accelerate the recognition of gains or losses from the
affected straddle positions, the amount which may be distributed to
Shareholders, and which will be taxed to them as ordinary income or long-term
capital gain, may be increased or decreased as compared to a fund that did not
engage in such hedging transactions.

The 30% Limitation and the diversification requirements applicable to
each Fund's assets may limit the extent to which each Fund will be able to
engage in transactions in options.

SHORT SALES "AGAINST THE BOX". If a Fund sells short "against the box,"
it may realize a capital gain or loss upon the closing of the sale. Such gain or
loss generally will be long- or short-term depending upon the length of time the
Fund held the security against which it sold short. In some circumstances, short
sales may have the effect of reducing an otherwise applicable holding period of
a security in the portfolio. Were that to occur, the affected security would
again have to be held for the requisite period before its disposition to avoid
treating that security as having been sold within the first three months of its
holding period.

MUNICIPAL OBLIGATIONS. If a Fund invests in tax-exempt municipal
obligations from which it earns tax-exempt interest income, such income will not
be tax-exempt in the hands of Shareholders. In order to avoid the payment of
federal income and excise tax, the Fund may be required to distribute such
income to Shareholders, to whom it will be taxable.

OTHER INVESTMENT COMPANIES. It is possible that by investing in other
investment companies, the Fund may not be able to meet the calendar year
distribution requirement and may be subject to federal income and excise tax.
The diversification and distribution

B-34
<PAGE> 85

requirements applicable to each Fund may limit the extent to which each Fund
will be able to invest in other investment companies.

FOREIGN CURRENCY GAINS OR LOSSES. Under the Code, gains or losses
attributable to fluctuations in exchange rates which occur between the time a
Fund accrues income or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time that Fund actually
collects such receivables or pays such liabilities generally are treated as
ordinary income or ordinary loss. Similarly, on disposition of debt securities
and certain other instruments denominated in a foreign currency, gains or losses
attributable to fluctuations in the value of foreign currency between the date
of acquisition of the security and the date of disposition also are treated as
ordinary gain or loss. These gains or losses, referred to under the Code as
"section 988" gains or losses, may increase or decrease the amount of a Fund's
investment company taxable income to be distributed to its shareholders as
ordinary income.
PASSIVE FOREIGN INVESTMENT COMPANIES. If a Fund invests in stock of
certain foreign investment companies through ADRs, the Fund may be subject to
U.S. federal income taxation on a portion of any "excess distribution" with
respect to, or gain from the disposition of, such stock. The tax would be
determined by allocating such distribution or gain ratably to each day of the
Fund's holding period for the stock. The distribution or gain so allocated to
any taxable year of the Fund, other than the taxable year of the excess
distribution or disposition, would be taxed to the Fund at the highest ordinary
income rate in effect for such year, and the tax would be further increased by
an interest charge to reflect the value of the tax deferral deemed to have
resulted from the ownership of the foreign company's stock. Any amount of
distribution or gain allocated to the taxable year of the distribution or
disposition would be included in the Fund's investment company taxable income
and, accordingly, would not be taxable to the Fund to the extent distributed by
the Fund as a dividend to its Shareholders.

A Fund may be able to make an election, in lieu of being taxable in the
manner described above, to include annually in income its pro rata share of the
ordinary earnings and net capital gain of the foreign investment company,
regardless of whether it actually received any distributions from the foreign
company. These amounts would be included in the Fund's investment company
taxable income and net capital gain which, to the extent distributed by the Fund
as ordinary or capital gain dividends, as the case may be, would not be taxable
to the Fund. In order to make this election, the Fund would be required to
obtain certain annual information from the foreign investment companies in which
it invests, which in many cases may be difficult to obtain. A Fund may make an
election with respect to those foreign investment companies which provide the
Fund with the required information. In addition, a Fund may make other
tax-related elections as those become available.

B-35
<PAGE> 86

SALE OF SHARES. Upon the sale or other disposition of Shares of a Fund,
or upon receipt of a distribution in complete liquidation of a Fund, a
Shareholder generally will realize a capital gain or loss which will be
long-term or short-term, generally depending upon the Shareholder's holding
period for the Shares. Any loss realized on a sale or exchange will be
disallowed to the extent the Shares disposed of are replaced (including Shares
acquired pursuant to a dividend reinvestment plan) within a period of 61 days
beginning 30 days before and ending 30 days after disposition of the Shares. In
such a case, the basis of the Shares acquired will be adjusted to reflect the
disallowed loss. Any loss realized by a Shareholder on a disposition of Fund
Shares held by the Shareholder for six months or less will be treated as a
long-term capital loss to the extent of any distributions of net capital gains
received by the Shareholder with respect to such Shares. Furthermore, a loss
realized by a Shareholder on the redemption, sale or exchange of Shares of a
Fund with respect to which exempt-interest dividends have been paid will, to the
extent of such exempt-interest dividends, be disallowed if such Shares have been
held by the Shareholder for less than six months.

FOREIGN WITHHOLDING TAXES. Income received by a Fund from sources
within foreign countries may be subject to withholding and other taxes imposed
by such countries.

BACKUP WITHHOLDING. Each Fund may be required to withhold U.S. federal
income tax at the rate of 31% of all taxable distributions payable to
Shareholders who fail to provide the Fund with their correct taxpayer
identification number or to make required certifications, or who have been
notified by the IRS that they are subject to backup withholding. Corporate
Shareholders and certain other Shareholders specified in the Code generally are
exempt from such backup withholding. Backup withholding is not an additional
tax. Any amounts withheld may be credited against the Shareholder's U.S.
federal income tax liability.

FOREIGN SHAREHOLDERS. The tax consequences to a foreign Shareholder of
an investment in a Fund may be different from those described herein. Foreign
Shareholders are advised to consult their own tax advisers with respect to the
particular tax consequences to them of an investment in a Fund.

OTHER TAXATION. The Company is organized as a Delaware business trust
and, under current law, neither the Company nor any Fund is liable for any
income or franchise tax in the State of Delaware, provided that each Fund
continues to qualify as a regulated investment company under Subchapter M of the
Code.

Fund Shareholders may be subject to state and local taxes on their Fund
distributions. In certain states, Fund distributions that are derived from
interest on obligations of that state or any municipality or political
subdivision thereof may be

B-36
<PAGE> 87

exempt from taxation. Also, in many states, Fund distributions which are derived
from interest on certain U.S. Government obligations may be exempt from
taxation.

Calculation of Performance Data
- -------------------------------

YIELD CALCULATIONS. As summarized in the Prospectus of the Funds under
the heading "PERFORMANCE INFORMATION", yields of each of the Funds will be
computed by dividing the net investment income per share (as described below)
earned by the Fund during a 30-day (or one month) period by the maximum offering
price per share on the last day of the period and annualizing the result on a
semi-annual basis by adding one to the quotient, raising the sum to the power of
six, subtracting one from the result and then doubling the difference. A Fund's
net investment income per share earned during the period is based on the average
daily number of Shares outstanding during the period entitled to receive
dividends and includes dividends and interest earned during the period minus
expenses accrued for the period, net of reimbursements. This calculation can be
expressed as follows:

a-b
Yield = 2 [(-------- + 1) to the 6th power - 1]
cd

Where: a = dividends and interest earned during the
period.

b = expenses accrued for the period (net of
reimbursements).

c = the average daily number of Shares
outstanding during the period that were
entitled to receive dividends.

d = maximum offering price per share on the last
day of the period.

For the purpose of determining net investment income earned during the
period (variable "a" in the formula), dividend income on equity securities held
by a Fund is recognized by accruing 1/360 of the stated dividend rate of the
security each day that the security is in that Fund. Interest earned on any debt
obligations held by a Fund is calculated by computing the yield to maturity of
each obligation held by the Fund based on the market value of the obligation
(including actual accrued interest) at the close of business on the last
Business Day of each month, or, with respect to obligations purchased during the
month, the purchase price (plus actual accrued interest) and dividing the result
by 360 and multiplying the quotient by the market value of the obligation
(including actual accrued interest) in order to determine the interest income on
the obligation for each day of the subsequent month that the obligation is held
by that

B-37
<PAGE> 88

Fund. For purposes of this calculation, it is assumed that each month contains
30 days. The maturity of an obligation with a call provision is the next call
date on which the obligation reasonably may be expected to be called or, if
none, the maturity date. With respect to debt obligations purchased at a
discount or premium, the formula generally calls for amortization of the
discount or premium. The amortization schedule will be adjusted monthly to
reflect changes in the market values of such debt obligations.

Undeclared earned income will be subtracted from the net asset value
per share (variable "d" in the formula). Undeclared earned income is the net
investment income which, at the end of the base period, has not been declared as
a dividend, but is reasonably expected to be and is declared as a dividend
shortly thereafter.

For the 30-day period ended December 31, 1996, the yield for the Growth
Fund was .60% and the yield for the Income Fund was 5.55%.

During any given 30-day period, the Adviser or the Administrator may
voluntarily waive all or a portion of their fees with respect to a Fund. Such
waiver would cause the yield of that Fund to be higher than it would otherwise
be in the absence of such a waiver.

TOTAL RETURN CALCULATIONS. As summarized in the Prospectus of the Funds
under the heading "PERFORMANCE INFORMATION," average annual total return is a
measure of the change in value of an investment in a Fund over the period
covered, which assumes any dividends or capital gains distributions are
reinvested in the Fund immediately rather than paid to the investor in cash. The
Funds compute their average annual total returns by determining the average
annual compounded rates of return during specified periods that equate the
initial amount invested to the ending redeemable value of such investment. This
is done by dividing the ending redeemable value of a hypothetical $1,000 initial
payment by $1,000 and raising the quotient to a power equal to one divided by
the number of years (or fractional portion thereof) covered by the computation
and subtracting one from the result. This calculation can be expressed as
follows:

Average Annual ERV
Total Return = [(--------)to the 1/nth power - 1]
P

Where: ERV = ending redeemable value at the end of the
period covered by the computation of a
hypothetical $1,000 payment made at the
beginning of the period.

B-38
<PAGE> 89

P = hypothetical initial payment of
$1,000.

n = period covered by the computation,
expressed in terms of years.

The Funds compute their aggregate total returns by determining the
aggregate compounded rates of return during specified periods that likewise
equate the initial amount invested to the ending redeemable value of such
investment. The formula for calculating aggregate total return is as follows:

Aggregate Total ERV
Return = [(-----) - 1]
P

ERV = ending redeemable value at the end
of the period covered by the
computation of a hypothetical $1,000
payment made at the beginning of the
period.

P = hypothetical initial payment of
$1,000.

The calculations of average annual total return and aggregate total
return assume the reinvestment of all dividends and capital gain distributions
on the reinvestment dates during the period. The ending redeemable value
(variable "ERV" in each formula) is determined by assuming complete redemption
of the hypothetical investment and the deduction of all nonrecurring charges at
the end of the period covered by the computations.

The average annual total return for the Growth Fund for the one year
period ended December 31, 1996, was 11.87% assuming the deduction of the maximum
contingent deferred sales charge of 4% at the end of the period, and was 15.87%
assuming that the maximum contingent deferred sales charge had not been
deducted. The average annual total return for the Income Fund for the one year
period ended December 31, 1996, was -1.65% assuming the deduction of the maximum
contingent deferred sales charge of 4% at the end of the period, and was 2.22%
assuming that the maximum contingent deferred sales charge had not been
deducted.

With respect to the Growth Fund and the Income Fund, based upon the
period beginning with each Fund's commencement of operations (January 4, 1994)
through December 31, 1996, the average annual total return for the Growth Fund
was 14.99% and for the Income Fund was 3.93%, assuming that the applicable
contingent deferred sales charge had been deducted upon redemption at the end of
the period indicated. Assuming that the applicable contingent deferred sales
charge had not been deducted

B-39
<PAGE> 90

upon redemption at the end of the period indicated, the average annual total
return for the Growth Fund for this period was 15.75% and for the Income Fund
was 4.83%.

With respect to the Growth Fund and the Income Fund, based upon the
period beginning with each Fund's commencement of operations (January 4, 1994)
through December 31, 1996, the aggregate total return for the Growth Fund was
61.21% and for the Income Fund was 12.21%, assuming that the applicable
contingent deferred sales charge had been deducted upon redemption at the end of
the period indicated. Assuming that the applicable contingent deferred sales
charge had not been deducted upon redemption at the end of the period indicated,
the aggregate total return for the Growth Fund was 63.21% and for the Income
Fund was 15.17%.

Since performance will fluctuate, performance data for the Funds should
not be used to compare an investment in the Funds' Shares with bank deposits,
savings accounts and similar investment alternatives which often provide an
agreed or guaranteed fixed yield for a stated period of time. Shareholders
should remember that performance is generally a function of the kind and quality
of the instruments held in a portfolio, portfolio maturity, operating expenses
and market conditions.

DISTRIBUTION RATES. Each of the Funds may from time to time advertise
current distribution rates in supplemental sales literature. Such rates are
calculated in accordance with the method disclosed in the Prospectus.

Performance Comparisons
- -----------------------

Investors may judge the performance of the Funds by comparing them to
the performance of other mutual funds or mutual fund portfolios with comparable
investment objectives and policies. Such comparisons may be made by referring to
market indices such as those prepared by Dow Jones & Co., Inc. and Standard &
Poor's Corporation. Such comparisons may also be made by referring to data
prepared by Lipper Analytical Services, Inc., (a widely recognized independent
service which monitors the performance of mutual funds). Comparisons may be made
to the Domini Social Index, an index representing 400 companies that meet
standards for corporate social responsibility as determined by Kinder,
Lyndenberg, Domini & Company Inc., a firm specializing in providing research on
corporations' social responsibility profiles. Comparisons may also be made to
indices or data published in the following national financial publications:
IBC/Donoghue's Money Fund Report, Ibottson Associates of Chicago, Morningstar,
CDA/Wiesenberger, Money Magazine, Forbes, Barron's, The Wall Street Journal, The
New York Times, Business Week, American Banker, Fortune, Institutional Investor,
U.S.A. Today and local newspapers. In addition to performance information,
general information about the Funds that appears in a publication such as

B-40
<PAGE> 91

those mentioned above may be included in advertisements and in reports to
Shareholders.

From time to time, the Funds may include general comparative
information, such as statistical data regarding inflation, securities indices or
the features or performance of alternative investments, in advertisements, sales
literature and reports to shareholders. The Funds may also include calculations,
such as hypothetical compounding examples, which describe hypothetical
investment results in such communications. Such performance examples will be
based on an express set of assumptions and are not indicative of the performance
of any Fund. The Funds may also include in advertisements and reports to
Shareholders information comparing the performance of the Adviser or its
predecessors to other investment advisers; such comparisons may be published by
or included in Nelsons Directory of Investment Managers, Roger's, Casey/PIPER
Manager Database or CDA/Cadence.

From time to time, advertisements, supplemental sales literature and
information furnished to present or prospective shareholders of the Funds may
include descriptions of the investment adviser including, but not limited to,
(i) descriptions of the adviser's operations, (ii) descriptions of certain
personnel and their functions; and (iii) statistics and rankings related to the
adviser's operations.

From time to time, the Funds may include the following types of
information in advertisements, supplemental sales literature and reports to
Shareholders: (1) discussions of general economic or financial principles (such
as the effects of inflation, the power of compounding and the benefits of
dollar-cost averaging); (2) discussions of general economic trends; (3)
presentations of statistical data to supplement such discussions; (4)
descriptions of past or anticipated portfolio holdings for one or more of the
Funds within the Trust; (5) descriptions of investment strategies for one or
more of such Funds; (6) descriptions or comparisons of various savings and
investment products (including but not limited to insured bank products,
annuities, qualified retirement plans and individual stocks and bonds) which may
or may not include the Funds; (7) comparisons of investment products (including
the Funds) with relevant market or industry indices or other appropriate
benchmarks; and (8) discussions of fund rankings or ratings by recognized rating
organizations.

Current yields or total returns will fluctuate from time to time and
are not necessarily representative of future results. Accordingly, a Fund's
yield or total return may not provide for comparison with bank deposits or other
investments that pay a fixed return for a stated period of time. A Fund's
performance is a function of its quality, composition and maturity, as well as
expenses allocated to the Fund.

B-41
<PAGE> 92

Principal Shareholders
- ----------------------

As of March 15, 1997, no persons or entities owned beneficially or
of record 5% or more of either Funds' outstanding shares, except: Mennonite
Mutual Aid Association, P.O. Box 483, Goshen, Indiana 46527, which owned of
record 8.79% of the Growth Fund and 15.19% of the Income Fund, and The Mennonite
Foundation, Inc., P.O. Box 483, Goshen, Indiana 46526, which owned of record
34.78% of the Income Fund.

Miscellaneous
- -------------

The Funds may include information in their Annual Reports and
Semi-Annual Reports to Shareholders that (1) describes general economic trends,
(2) describes general trends within the financial services industry or the
mutual fund industry, (3) describes past or anticipated portfolio holdings for a
Fund within the Company or (4) describes investment management strategies for
such Funds. Such information is provided to inform Shareholders of the
activities of the Funds for the most recent fiscal year or half-year and to
provide the views of the Adviser and/or Company officers regarding expected
trends and strategies.

Individual Trustees are elected by the Shareholders and, subject to
removal by the vote of two-thirds of the Board of Trustees, serve for a term
lasting until the next meeting of Shareholders at which Trustees are elected.
Such meetings are not required to be held at any specific intervals. The
Trustees will call a special meeting for the purpose of considering the removal
of one or more Trustees upon written request from shareholders owning not less
than 10% of the outstanding votes of the Company entitled to vote. At such a
meeting, a vote of two-thirds of the outstanding shares of the Company has the
power to remove one or more Trustees.

The Company is registered with the Commission as a management
investment company. Such registration does not involve supervision by the
Commission of the management or policies of the Company.

The Prospectus and this Statement of Additional Information omit
certain information contained in the Registration Statement filed with the
Commission. Copies of such information may be obtained from the Commission upon
payment of the prescribed fee.

The Prospectus and this Statement of Additional Information are not an
offering of the securities herein described in any state in which such offering
may not lawfully be made. No salesman, dealer, or other person is authorized to
give any information or

B-42
<PAGE> 93

make any representation other than those contained in the Prospectus and this
Statement of Additional Information.

FINANCIAL STATEMENTS

Financial Statements for the Growth Fund and the Income Fund, including
notes thereto, and the report of Coopers & Lybrand L.L.P. thereon, dated
February 14, 1997, are included in the Funds' Annual Report to Shareholders and
incorporated by reference into this Statement of Additional Information. Copies
of the Annual Report may be obtained upon request and without charge from the
Funds at the address and telephone provided on the cover of this Statement of
Additional Information.

B-43
<PAGE> 94

APPENDIX

Commercial Paper Ratings
- ------------------------

A Standard & Poor's Corporation ("S&P") commercial paper rating is a
current assessment of the likelihood of timely payment of debt having an
original maturity of no more than 365 days. The following summarizes the rating
categories used by S&P for commercial paper.

"A-1" - Issue's degree of safety regarding timely payment is strong.
Those issues determined to posses extremely strong safety characteristics are
denoted "A-1+."

"A-2" - Issue's capacity for timely payment is satisfactory. However,
the relative degree of safety is not as high as for issues designated "A-1."

"A-3" - Issue has an adequate capacity for timely payment. It is,
however, somewhat more vulnerable to the adverse effects of changes and
circumstances than an obligation carrying a higher designation.

"B" - Issue has only a speculative capacity for timely payment.

"C" - Issue has a doubtful capacity for payment.

"D" - Issue is in payment default.

Moody's Investors Service, Inc. ("Moody's") commercial paper ratings
are opinions of the ability of issuers to repay punctually promissory
obligations not having an original maturity in excess of 9 months. The following
summarizes the rating categories used by Moody's for commercial paper:

"Prime-1" - Issuer or related supporting institutions are considered to
have a superior capacity for repayment of short-term promissory obligations.
Principal repayment capacity will normally be evidenced by the following
characteristics: leading market positions in well established industries; high
rates of return on funds employed; broad margins in earning coverage of fixed
financial charges and high internal cash generation; and well-established access
to a range of financial markets and assured sources of alternate liquidity.

"Prime-2" - Issuer or related supporting institutions are considered to
have a strong capacity for repayment of short-term promissory obligations. This
will normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization

APP-1
<PAGE> 95

characteristics, while still appropriate, may be more affected by external
conditions. Ample alternative liquidity is maintained.

"Prime-3" - Issuer or related supporting institutions have an
acceptable capacity for repayment of short-term promissory obligations. The
effects of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.

"Not Prime" - Issuer does not fall within any of the Prime rating
categories.

The three rating categories of Duff & Phelps Credit Rating Co. ("Duff &
Phelps") for investment grade commercial paper are "Duff 1," "Duff 2" and "Duff
3." Duff & Phelps employs three designations, "Duff 1+," "Duff 1" and "Duff 1-,"
within the highest rating category. The following summarizes the rating
categories used by Duff & Phelps for commercial paper.

"Duff 1+" - Debt possesses highest certainty of timely payment.
Short-term liquidity, including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is just below risk-free
U.S. Treasury short-term obligations.

"Duff 1" - Debt possesses very high certainty of timely payment.
Liquidity factors are excellent and supported by good fundamental protection
factors. Risk factors are minor.

"Duff 1-" - Debt possesses high certainty of timely payment. Liquidity
factors and company fundamentals are sound. Although ongoing funding needs may
enlarge total financing requirements, access to capital markets is good. Risk
factors are small.

"Duff-2" - Debt possesses good certainty of timely payment. Liquidity
factors and company fundamentals are sound. Although ongoing funding needs may
enlarge total financing requirements, access to capital markets is good. Risk
factors are small.

"Duff 3" - Debt possesses satisfactory liquidity, and other protection
factors qualify issue as investment grade. Risk factors are larger and subject
to more variation. Nevertheless, timely payment is expected.

"Duff 4" - Debt possesses speculative investment characteristics.

"Duff 5" - Issuer has failed to meet scheduled principal and/or
interest payments.

APP-2

<PAGE> 96

Fitch Investors Service, Inc. ("Fitch") short-term ratings apply to
debt obligations that are payable on demand or have original maturities of up to
three years. The following summarizes the rating categories used by Fitch for
short-term obligations:

"F-1+" - Securities possess exceptionally strong credit quality.
Issuers assigned this rating are regarded as having the strongest degree of
assurance for timely payment.

"F-1" - Securities possess very strong credit quality. Issues assigned
this rating reflect an assurance of timely payment only slightly less in degree
than issues rated "F-1+."

"F-2" - Securities possess good credit quality. Issues carrying this
rating have a satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as the "F-1+" and "F-1" categories.

"F-3" - Securities possess fair credit quality. Issues assigned this
rating have characteristics suggesting that the degree of assurance for timely
payment is adequate; however, near-term adverse changes in financial and
economic conditions.

"D" - Securities are in actual or imminent payment default.

Fitch may also use the symbol "LOC" with its short-term ratings to
indicate that the rating is based upon a letter of credit issued by a commercial
bank.

Thomson BankWatch commercial paper ratings assess the likelihood of an
untimely payment of principal or interest of debt having a maturity of one year
or less which is issued by United States commercial banks, thrifts and
non-banks; non United States banks; and broker-dealers. The following summarizes
the ratings used by Thomson BankWatch:

"TBW-1" - This designation represents Thomson BankWatch's highest
rating category and indicates a very high degree of likelihood that principal
and interest will be paid on a timely basis.

"TBW-2" - This designation indicates that while the degree of safety
regarding timely payment of principal and interest is strong, the relative
degree of safety is not as high as for issues rated "TBW-1."

"TBW-3" - This designation represents the lowest investment grade
category and indicates that while the debt is more susceptible to adverse
developments (both internal and external) than obligations with higher ratings,
capacity to service principal and interest in a timely fashion is considered
adequate.

APP-3
<PAGE> 97

"TBW-4" - This designation indicates that the debt is regarded as
non-investment grade and therefore speculative.

IBCA assesses the investment quality of unsecured debt with an original
maturity of less than one year which is issued by bank holding companies and
their principal bank subsidiaries. The following summarizes the rating
categories used by IBCA for short-term debt ratings:

"A1+" - Obligations are supported by the highest capacity for timely
repayment.

"A1" - Obligations are supported by a strong capacity for timely
repayment.

"A2" - Obligations are supported by a satisfactory capacity for timely
repayment, although such capacity may be susceptible to adverse changes in
business, economic, or financial conditions.

"A3" - Obligations are supported by an adequate capacity for timely
repayment. Such capacity is more susceptible to adverse changes in business,
economic, or financial conditions than for obligations in higher categories.

"B" - Obligations capacity for timely repayment is susceptible changes
in business, economic, or financial conditions.

"C" - Obligations have an inadequate capacity to ensure timely
repayment.

"D" - Obligations have a high risk of default or are currently in
default.

Corporate and Municipal Long-Term Debt Ratings
- ----------------------------------------------

The following summarizes the ratings used by S&P for corporate and
municipal debt:

"AAA" - This designation represents the highest rating assigned by S&P
to a debt obligation and indicates an extremely strong capacity to pay interest
and repay principal.

"AA" - Debt is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only in small degree.

"A" - Debt is considered to have a strong capacity to pay interest and
repay principal although such issues are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than debt in
higher-rated categories.

APP-4
<PAGE> 98

"BBB" - Debt is regarded as having an adequate capacity to pay interest
and repay principal. Whereas such issues normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

"BB," "B," "CCC," "CC," and "C" - Debt that possesses one of these
ratings is regarded, on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the terms of the
obligation. "BB" indicates the lowest degree of speculation and "C" the highest
degree of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

"CI" - This rating is reserved for income bonds on which no interest is
being paid.

"D" - Debt is in default, and payment of interest and/or repayment of
principal is in arrears.

PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

The following summarizes the ratings used by Moody's for corporate and
municipal long-term debt:

"Aaa" - Bonds are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

"Aa" - Bonds are judged to be of high quality by all standards.
Together with the "Aaa" group they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.

"A" - Bonds possess many favorable investment attributes and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

APP-5
<PAGE> 99

"Baa" - Bonds considered medium-grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of these
ratings provide questionable protection of interest and principal ("Ba"
indicates some speculative elements; "B" indicates a general lack of
characteristics of desirable investment; "Caa" represents a poor standing, "Ca"
represents obligations which are speculative in a high degree; and "C"
represents the lowest rated class of bonds). "Caa," "Ca" and "C" bonds may be in
default.

Con. (--) - Bonds for which the security depends upon the completion of
some act or the fulfillment of some conditions are rated conditionally. These
are bonds secured by (a) earnings of projects under construction, (b) earnings
of projects unseasoned in operation experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes probable credit stature upon completion
of construction or elimination of basis of condition.

Moody's applies numerical modifiers 1, 2 and 3 in each generic
classification from "Aa" to "B" in its bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks at the lower end of its generic rating category.

The following summarizes the ratings used by Duff & Phelps for
corporate and municipal long-term debt:

"AAA" - Debt is considered to be of the highest credit quality. The
risk factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.

"AA" - Debt is considered of high credit quality. Protection factors
are strong. Risk is modest but may vary slightly from time to time because of
economic conditions.

"A" - Debt possesses below average protection factors but such
protection factors are still considered sufficient for prudent investment.
Considerable variability in risk is present during economic cycles.

APP-6
<PAGE> 100

"BB," "B," "CCC," "DD," and "DP" - Debt that possesses one of these
ratings is considered to be below investment grade. Although below investment
grade, debt rated "BB" is deemed likely to meet obligations when due. Debt rated
"B" possesses the risk that obligations will not be met when due. Debt rated
"CCC" is well below investment grade and has considerable uncertainty as to
timely payment of principal, interest or preferred dividends. Debt rated "DD" is
a defaulted debt obligation, and the rating "DP" represents preferred stock with
divided arrearages.

To provide more detailed indications of credit quality, the "AA," "A,"
"BBB," "BB" and "B" ratings may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within these major categories.

The following summarizes the highest four ratings used by Fitch for
corporate and municipal bonds:

"AAA" - Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably foreseeable
events.

"AA" - Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA." Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issuers is generally rated "F-1+."

"A" - Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.

"BBB" - Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore, impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings.

APP-7
<PAGE> 101

"BB," "B," "CCC," "C," "DDD," "DD," and "D" - Bonds that possess one of
these ratings are considered by Fitch to be speculative investments. The ratings
"BB" to "C" represent Fitch's assessment of the likelihood of timely payment of
principal and interest in accordance with the terms of obligation for bond
issues not in default. For defaulted bonds, the rating "DDD" to "D" is an
assessment of the ultimate recovery value through reorganization or liquidation.

To provide more detailed indications of credit quality, the Fitch
ratings from and including "AA" to "C" may be modified by the addition of a plus
(+) or minus (-) sign to show relative standing within these major rating
categories.

IBCA assesses the investment quality of unsecured debt with an original
maturity of more than one year which is issued by bank holding companies and
their principal bank subsidiaries. The following summarizes the rating
categories used by IBCA for long-term debt ratings:

"AAA" - Obligations for which there is the lowest expectation of
investment risk. Capacity for timely repayment of principal and interest is
substantial such that adverse changes in business, economic or financial
conditions are unlikely to increase investment risk significantly.

"AA" - Obligations for which there is a very low expectation of
investment risk. Capacity for timely repayment of principal and interest is
substantial. Adverse changes in business, economic or financial conditions may
increase investment risk albeit not very significantly.

"A" - Obligations for which there is a low expectation of investment
risk. Capacity for timely repayment of principal and interest is strong,
although adverse changes in business, economic or financial conditions may lead
to increased investment risk.

"BBB" - Obligations for which there is currently a low expectation of
investment risk. Capacity for timely repayment of principal and interest is
adequate, although adverse changes in business, economic or financial conditions
are more likely to lead to increased investment risk than for obligations in
higher categories.

"BB," "B," "CCC," "CC," and "C" - Obligations are assigned one of these
ratings where it is considered that speculative characteristics are present.
"BB" represents the lowest degree of speculation and indicates a possibility of
investment risk developing. "C" represents the highest degree of speculation and
indicates that the obligations are currently in default.

APP-8
<PAGE> 102

IBCA may append a rating of plus (+) or minus (-) to a rating to denote
relative status within major rating categories.

Thomson BankWatch assesses the likelihood of an untimely repayment of
principal or interest over the term to maturity of long term debt and preferred
stock which are issued by United States commercial banks, thrifts and non-bank
banks; nonUnited States banks; and broker-dealers. The following summarizes the
rating categories used by Thomson BankWatch for long-term debt ratings:

"AAA" - This designation represents the highest category assigned by
Thomson BankWatch to long-term debt and indicates that the ability to repay
principal and interest on a timely basis is very high.

"AA" - This designation indicates a superior ability to repay principal
and interest on a timely basis with limited incremental risk versus issues rated
in the highest category.

"A" - This designation indicates that the ability to repay principal
and interest is strong. Issues rated "A" could be more vulnerable to adverse
developments (both internal and external) than obligations with higher ratings.

"BBB" - This designation represents Thomson BankWatch's lowest
investment grade category and indicates an acceptable capacity to repay
principal and interest. Issues rated "BBB" are, however, more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings.

"BB," "B," "CCC," and "CC" - These obligations are assigned by Thomson
BankWatch to non-investment grade long-term debt. Such issues are regarded as
having speculative characteristics regarding the likelihood of timely payment of
principal and interest. "BB" indicates the lowest degree of speculation and "CC"
the highest degree of speculation.

"D" - This designation indicates that the long-term debt is in default.

PLUS (+) OR MINUS (-) - The ratings from "AAA" through "CC" may include
a plus or minus sign designation which indicates where within the respective
category the issue is placed.

APP-9
<PAGE> 103
PART C
------

OTHER INFORMATION
-----------------

Item 24. Financial Statements and Exhibits
- -------- ---------------------------------

(a) FINANCIAL STATEMENTS (with respect to MMA Praxis
Intermediate Income Fund and MMA Praxis Growth Fund)

Included in Part A:

Financial Highlights

Incorporated by Reference in Part B:

Statements of Assets and Liabilities as of December
31, 1996

Statements of Operations for the year ended December
31, 1996

Statements of Changes in Net Assets for the years
ended December 31, 1995 and December 31, 1996

Schedules of Portfolio Investments as of December 31,
1996

Report of Independent Accountants

- --------------------
1 Filed in Registrant's initial Registration Statement on September 30,
1993, and incorporated by reference herein.

2 Filed in Pre-Effective Amendment No. 1 to the Registration Statement on
December 13, 1993, and incorporated by reference herein.

3 Filed in Pre-Effective Amendment No. 2 to the Registration Statement on
December 28, 1993, and incorporated by reference herein.

4 Filed on February 27, 1997 with Registrant's Rule 24f-2 Notice, and
incorporated by reference herein.

5 Filed in Post-Effective Amendment No. 1 to the Registration Statement
on June 30, 1994, and incorporated by reference herein.

C-1

<PAGE> 104
(b) Exhibits
--------

(1) (a) Amended and Restated Agreement and
Declaration of Trust(2)

(b) Certificate of Trust(1)

(2) By-Laws(2)

(3) Not Applicable

(4) Certificates for Shares are not issued.
Articles III and V of the Registrant's
Declaration of Trust define rights of
holders of Shares.

(5)(a) Investment Advisory Agreement (with respect
to MMA Praxis Intermediate Income Fund and
MMA Praxis Growth Fund)(3)

(b) Investment Advisory Agreement (with respect
to MMA Praxis International Fund)

(6) Distribution Agreement between Registrant
and BISYS Fund Services(3)

(7) Not Applicable

(8)(a) Custody Agreement between Registrant and
Fifth Third Bank(3)

(b) Custody Agreement between Registrant and
Boston Safe Deposit and Trust Company (with
respect to MMA Praxis International Fund)

(9) (a) Management and Administration
Agreement between the Registrant and
BISYS Fund Services(3)

(b) Fund Accounting Agreement between
the Registrant and BISYS Fund
Services Ohio, Inc.(3)

C-2

<PAGE> 105
(c) Transfer Agency Agreement between
the Registrant and BISYS Fund
Services Ohio, Inc.(3)

(10) Opinion and Consent of Counsel(4)

(11) Consent of Independent Accountants

(12) Not Applicable

(13) Letters concerning Initial Capital(3)

(14) Not Applicable

(15) Distribution Services Plan(3)

(16) Schedules Showing Computation of Performance
Calculations(5)

(27) Financial Data Schedules

Item 25. Persons Controlled by or Under Common Control with Registrant
- -------- -------------------------------------------------------------

Not applicable.

Item 26. Number of Record Holders
- -------- ------------------------

As of February 28, 1997, the number of record holders of each
series of the Registrant was as follows:

MMA Praxis Intermediate Income Fund - 1,599
MMA Praxis Growth Fund - 6,438

Item 27. Indemnification
- -------- ---------------

Reference is made to Article VII of the Registrant's
Declaration of Trust (Exhibit 1(a) and Article VI of the
Registrant's By-Laws (Exhibit 2(a)), which are incorporated by
reference herein.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the Registrant by the Registrant
pursuant to the Fund's Declaration of Trust, its By-Laws or
otherwise, the Registrant is aware that in the opinion of the

C-3

<PAGE> 106

Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and, therefore,
is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
trustees, officers or controlling persons of the Registrant in
connection with the successful defense of any act, suit or
proceeding) is asserted by such trustees, officers or
controlling persons in connection with shares being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issues.

Item 28. Business and Other Connections of Investment Adviser and its
- -------- ------------------------------------------------------------
Officers and Directors
----------------------

The business of the Adviser is summarized under "MANAGEMENT OF
THE COMPANY - Investment Adviser" in the Prospectus
constituting Part A of this Registration Statement, which
summary is incorporated herein by reference. The business or
other connections of each director and officer of the Advisor
is currently listed in the Adviser's investment adviser
registration on Form ADV (File No. 801-36323) and is hereby
incorporated herein by reference thereto.
Item 29. Principal Underwriter
- -------- ---------------------

(a) BISYS Fund Services, Limited Partnership ("BISYS Fund
Services") acts as distributor and administrator for
Registrant. BISYS Fund Services also distributes the
securities of the American Performance Funds, the AmSouth
Mutual Funds, The ARCH Fund, Inc., The BB&T Mutual Funds
Group, The Coventry Group, First Choice Funds Trust, Fountain
Square Funds, HSBC Family of Funds, The HighMark Group, The
Infinity Mutual Funds, Inc., The Kent Funds, Marketwatch
Funds, M.S.D.&T Funds, Pacific Capital Funds, Parkstone Group
of Funds, the Parkstone Advantage Funds, Pegasus Funds,
Qualivest Funds, The Republic Funds Trust, The Republic
Advisors Funds Trust, The Riverfront Funds, Inc., SBSF Funds,
Inc. dba Key Mutual Funds, The Sessions Group, Summit
Investment Trust, The Time Horizon Funds and The Victory
Portfolios.

C-4

<PAGE> 107

(b) Partners of BISYS Fund Services, as of March 15, 1997, were
as follows:

<TABLE>
<CAPTION>
Positions and Positions and
Name and Principal Offices with Offices with
Business Address BISYS Fund Services Registrant
- ---------------- ------------------- ----------

<S> <C> <C>
BISYS Fund Services, Inc. Sole General Partner None
3435 Stelzer Road
Columbus, Ohio 43219

WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, New Jersey 07424

The BISYS Group, Inc. Sole Shareholder None
150 Clove Road
Little Falls, New Jersey 07424
</TABLE>

Item 30. Location of Accounts and Records
- -------- --------------------------------

The accounts, books, and other documents required to be
maintained by Registrant pursuant to Section 31(a) of the
Investment Company Act of 1940 and rules promulgated
thereunder are in the possession of MMA Capital Management,
1110 North Main Street, Goshen, Indiana 46527 (records
relating to its function as adviser for MMA Praxis
Intermediate Income Fund, MMA Praxis Growth Fund and MMA
Praxis International Fund), Oechsle International Advisors,
One International Place, Boston, Massachusetts 02110 (records
relating to its function as investment sub- adviser to MMA
Praxis International Fund), BISYS Fund Services, 3435 Stelzer
Road, Columbus, Ohio 43219 (records relating to its functions
as general manager, administrator and distributor), and BISYS
Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio
43219 (records relating to its functions as transfer agent).

Item 31. Management Services
- -------- -------------------

Not Applicable.

C-5

<PAGE> 108

Item 32. Undertakings.
- -------- -------------

(a) Not Applicable.
(b) Registrant undertakes to file a Post-Effective
Amendment, using financial statements which need not
be certified, within four to six months from MMA
Praxis International Fund's commencement of
operations.

(c) Registrant undertakes to furnish each person to whom
a prospectus is delivered a copy of the Registrant's
latest annual report to shareholders, upon request
and without charge, in the event that the information
called for by Item 5A of Form N-1A has been presented
in the Registrant's latest annual report to
shareholders.

(d) Registrant undertakes to call a meeting of
Shareholders for the purpose of voting upon the
question of removal of a Trustee or Trustees when
requested to do so by the holders of at least 10% of
the Registrant's outstanding shares of beneficial
interest and in connection with such meeting to
comply with the shareholders communications
provisions of Section 16(c) of the Investment Company
Act of 1940.

C-6

<PAGE> 109

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has caused this Post-Effective
Amendment No. 5 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington and the
District of Columbia, on the 31st day of March, 1997.

MMA PRAXIS MUTUAL FUNDS

---------------------------------
J. B. Miller, President*

Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 5 to the Registration Statement
has been signed by the following persons in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----

<S> <C> <C>
President March 31, 1997
- ----------------------
J. B. Miller*

Vice President and March 31, 1997
- ---------------------- Treasurer (Principal
George R. Landreth* Financial and Accounting
Officer)

Chairman and Trustee March 31, 1997
- ----------------------
Howard L. Brenneman*

Trustee March 31, 1997
- ----------------------
Richard Reimer*

Trustee March 31, 1997
- ----------------------
Karen Klassen Harder*

Trustee March 31, 1997
- ----------------------
Donald E. Showalter*

Trustee March 31, 1997
- ----------------------
Allen Yoder, Jr.*

</TABLE>

<PAGE> 110

<TABLE>
<CAPTION>
<S> <C> <C>
Trustee March 31, 1997
- -------------------------------
Wilfred E. Nolen**

Trustee March 31, 1997
- --------------------------------
Beryl Mae Hartzler Brubaker***

*By:
-------------------------
Jeffrey L. Steele
Attorney-in-fact
<FN>
* Pursuant to Powers of Attorney filed with Pre-Effective Amendment
No. 1 filed on December 13, 1993.

** Pursuant to Power of Attorney filed with Post-Effective Amendment
No. 3 filed on April 30, 1996.

*** Pursuant to Power of Attorney filed with Post-Effective Amendment No. 4
filed on January 16, 1997.

</TABLE>

<PAGE> 111

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBITS
FILED
WITH

POST-EFFECTIVE AMENDMENT NO. 5
TO THE
REGISTRATION STATEMENT
ON
FORM N-1A

THE MMA PRAXIS MUTUAL FUNDS

<PAGE> 112

EXHIBIT LIST

Exhibit Number Name of Exhibit
- -------------- ---------------

5(c) Sub-Advisory Agreement
with Oechsle International
Advisors, L.P.

8(b) Custody Agreement with
Boston Safe Deposit and
Trust Company

11 Consent of Independent
Accountants

27 Financial Data Schedules

<PAGE> 1

Exhibit 5(c)

Sub-Advisory Agreement with
Oechsle International Advisors, L.P.
<PAGE> 2
Exhibit 5(c)

SUB-INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this 1st day of April, 1997, between Menno
Insurance Service, Inc., dba MMA Capital Management (the "Adviser"), and Oechsle
International Advisors (the "Sub-Adviser").

WHEREAS, MMA Praxis Mutual Funds (the "Trust") is registered as an
open-end, management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and

WHEREAS, MMA Praxis International Equity Fund (the "Fund") is a
separate investment series of the Trust; and

WHEREAS, the Adviser has been appointed investment adviser to the
Fund; and

WHEREAS, the Adviser desires to retain the Sub-Adviser to assist
it in the provision of a continuous investment program for the Fund and the
Sub-Adviser is willing to do so; and

WHEREAS, the Adviser and the Sub-Adviser are each duly registered
with the Securities and Exchange Commission as investment advisers and their
respective registrations are current and in good order; and

WHEREAS, the Board of Trustees of the Trust and the Fund's sole
shareholder have approved this Agreement, and the Sub-Adviser is willing to
furnish such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to
act as sub-adviser to the Fund. Intending to be legally bound, the Sub-Adviser
accepts such appointment and agrees to render the services herein set forth for
the compensation herein provided.

2. SUB-ADVISORY SERVICES. Subject to the supervision of the
Trust's Board of Trustees, the Sub-Adviser shall assist the Adviser in providing
a continuous investment program with respect to the Fund's portfolio, including
investment research and management with respect to all securities and
investments and cash equivalents in the Fund. The Sub-Adviser may, subject to
the Adviser's review, determine the securities and investments to be purchased,
sold or retained by the Fund, and the Sub-Adviser may place orders directly with
the issuer or any broker or dealer for such securities and investments. The
Sub-Adviser will provide services under this Agreement in accordance with the
Fund's investment objective, policies and restrictions as stated in the Fund's
prospectus and Statement of Additional Information and

<PAGE> 3

resolutions of the Trust's Board of Trustees applicable to the Fund. Sub-Adviser
shall have authority to enter into and execute agreements on behalf of the Fund
relating to the acquisition or disposition of investment assets and the
execution of portfolio transactions pursuant to Sub-Adviser's management of the
Fund under this Agreement. Such agreements may include foreign exchange
contracts and other transactional agreements. Nothing contained herein, however,
shall be deemed to authorize Sub-Adviser to take or receive physical possession
of any cash or securities held in the Fund, it being intended that sole
responsibility for safekeeping thereof (in such investments as Sub-Adviser shall
direct) and the consummation of all such purchases, sales, deliveries, and
investments made pursuant to Sub-Adviser's direction shall rest upon the
Custodian. The Sub-Adviser warrants that all actions taken in the exercise of
the power herein granted to the Sub-Adviser will be taken solely and exclusively
for the benefit of the Fund.

Without limiting the generality of the foregoing, Sub-Adviser
further agrees that it:

(a) will use the same skill and care in providing such services
as it uses in providing services to fiduciary accounts for
which it has investment responsibilities;

(b) will conform with all applicable Rules and Regulations of
the Commission under the 1940 Act and in addition will
conduct its activities under this Agreement in accordance
with any applicable regulations of any governmental
authority pertaining to the investment advisory activities
of the Sub-Adviser;

(c) will place or cause to be placed orders for the Fund either
directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Sub-Adviser
will attempt to obtain prompt execution of orders in an
effective manner at the most favorable price. Consistent
with this obligation and to the extent permitted by the 1940
Act, when the execution and price offered by two or more
brokers or dealers are comparable, the Sub-Adviser may, in
its discretion, purchase and sell portfolio securities to
and from brokers and dealers who provide the Sub-Adviser
with research advice and other services. In no instance will
portfolio securities be purchased from or sold to BISYS Fund
Services, the Investment Adviser, the Sub-Adviser or any
affiliated person of the Trust, BISYS Fund Services, the
Sub-Adviser or the Investment Adviser, except to the extent
permitted by the 1940 Act and the Commission. Any action
taken for the purpose of this Agreement by the Adviser
and/or the Fund, at the discretion of either or both, with
regard to the placement of securities transactions shall be
the Adviser's and the Fund's sole liability and
responsibility, including the performance of any broker.

The Sub-Adviser may use one or more of its affiliates, or
other parties related to the Sub-Adviser, as brokers for
effecting securities transactions for the Fund, and pay, on
behalf of the Fund, fair and reasonable brokerage
commissions therefor, but only in accordance with procedures
adopted by the Fund pursuant

<PAGE> 4

to Rule 17e-1.

The Sub-Adviser may purchase or sell (or recommend the
purchase or sale) for the Fund any security (including
securities of the same class as those underwritten or other
securities of the same or related issuer) for which any
affiliate of the Sub-Adviser (including, without limitation,
Dresdner Bank, Dresdner Kleinwort Benson North America LLC,
or any of their related entities), acts as (1) an
underwriter (either as lead underwriter or syndicate
member), both during the pendency of any underwriting or
selling syndicate and thereafter (including, without
limitation, during a period of 60 days after the termination
of an underwriting or selling syndicate) or (2) a market
maker, provided that such security is purchased from a
non-affiliated party;

(d) will maintain or cause to be maintained all books and
records with respect to the securities transactions of the
Fund and will furnish the Trust's Board of Trustees with
such periodic and special reports as the Board may request;
and

(e) will treat confidentially and as proprietary information of
the Trust all records and other information relative to the
Trust and the Fund and prior, present, or potential
shareholders, and will not use such records and information
for any purpose other than performance of its
responsibilities and duties hereunder, or as required by
applicable law, except after prior notification to and
approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so
requested by the Trust.

3. SERVICES NOT EXCLUSIVE. Except as provided herein, the services
furnished by the Sub-Adviser hereunder are deemed not to be exclusive, and the
Sub-Adviser shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby. Sub-Adviser and its
affiliates may give advice and take action in the performance of their duties
with respect to any of their clients which may differ from advice given, or the
timing or nature of action taken, with respect to the Fund. Nothing in this
Agreement shall be deemed to impose upon the Sub-Adviser any obligation to
purchase or sell or to recommend for purchase or sale for the Fund any security
or other property which the Sub-Adviser or its affiliates may purchase or sell
for their own account or for the account of any other client, if in the
Sub-Adviser's sole discretion, such action or such recommendation is undesirable
or impractical for the Fund. Nothing in this Agreement shall limit or restrict
the Sub-Adviser or its affiliates from trading for their own account. The
Sub-Adviser and its affiliates or other clients may have or trade in investments
which are at the same time being traded for the Fund. The Sub-Adviser shall have
no obligation to acquire for the Fund a position which the Sub-Adviser or its
affiliates may acquire for their own or the account of another client, so long
as it continues to be the policy and practice of the Sub-Adviser not to favor or
disfavor any client or class of clients in the

<PAGE> 5

allocation of investment opportunities.

4. BOOKS AND Records. In compliance with the requirements of Rule
3la-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
3la-2 under the 1940 Act the records required to be maintained by Rule 3la-1
under the 1940 Act.

5. EXPENSES. During the term of this Agreement, the Sub-Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities' commodities and other
investments (including brokerage commissions and other transaction charges, if
any) purchased for the Fund.

6. COMPENSATION. For the services provided and the expenses
assumed with respect to the Fund pursuant to this Agreement, the Sub-Adviser
will be entitled to a fee, computed daily and payable monthly, calculated at the
annual rate of 0.50% of the Fund's average daily net assets.

7. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the performance of this Agreement, except a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. The federal and state securities laws impose liabilities under
certain circumstances on persons who act in good faith, and therefore nothing
herein shall in any way constitute a waiver or limitation of any rights which
the undersigned may have under any federal and state securities laws.

8. DURATION AND TERMINATION. Unless sooner terminated, this
Agreement shall continue until March 31, 1998, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by the Trust's Board of Trustees or vote
of the lesser of (a) 67% of the shares of the Fund represented at a meeting if
holders of more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (b) more than 50% of the outstanding shares of the Fund,
provided that in either event its continuance also is approved by a majority of
the Trust's Trustees who are not "interested persons" (as defined in the 1940
Act) of any party to this Agreement (the "Independent Trustees"), by vote cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable at any time without penalty, on 60 days' notice, by the
Adviser, the Sub-Adviser or by the Trust's Board of Trustees or by vote of the
lesser of (a) 67% of the shares of the Fund represented at a meeting if holders
of more than 50% of the outstanding shares of the Fund are present in person or
by proxy or (b) more than 50% of the outstanding shares of the

<PAGE> 6

Fund. This Agreement will terminate automatically in the event of its assignment
(as defined in the 1940 Act).

9. SUB-ADVISER'S REPRESENTATIONS. The Sub-Adviser hereby
represents and warrants that it is willing and possesses all requisite legal
authority to provide the services contemplated by this Agreement without
violation of applicable law and regulations.

10. 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.

11. GOVERNING LAW. This Agreement shall be governed by and its
provisions shall be construed in accordance with the laws of the State of
Delaware.

12. NOTICES. All notices, instructions, or advice permitted or
required under this Agreement shall be deemed to have been properly given if
sent by registered U.S. Mail, first class postage prepaid, return receipt
requested, or by overnight courier, all addressed as follows:

If to the Fund:

Attention: J.B. Miller

MMA
1110 N. Main St.
Goshen, IN 46526
Fax Number: 219-534-4381

If to the Sub-Adviser:

OECHSLE INTERNATIONAL ADVISORS, L.P.
James MacMillan
One International Place
23rd Floor
Boston, Massachusetts 02110

13. The Fund and the Adviser acknowledge receipt of the
Sub-Adviser's Form ADV, Part II, at least 48 hours in advance of entering into
this Agreement.

14. 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.

5
<PAGE> 7

15. The Sub-Adviser agrees that it will notify the Adviser and
the Fund promptly of any change in its partnership membership.

IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.

MENNO INSURANCE SERVICE, INC. DBA
MMA CAPITAL MANAGEMENT

By:_____________________________________

Name:___________________________________

Title:__________________________________

OECHSLE INTERNATIONAL ADVISORS
By: Oechsle Group, L.P, Its General Partner

By:_____________________________________

Name:___________________________________

Title:__________________________________

<PAGE> 1

Exhibit 8(b)

Custody Agreement with
Boston Safe Deposit and Trust Company
<PAGE> 2
Exhibit 8(b)

CUSTODY AGREEMENT

AGREEMENT dated as of April 1, 1997, between MMA PRAXIS MUTUAL
FUNDS, a business trust organized under the laws of the State of Delaware (the
"Trust"), having its principal office and place of business at 3435 Stelzer
Road, Columbus, Ohio 43219, on behalf of its series the MMA Praxis International
Fund (the "Fund") and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), a
Massachusetts trust company with its principal place of business at One Boston
Place, Boston, Massachusetts 02108.

W I T N E S S E T H:
--------------------

That for and in consideration of the mutual promises hereinafter set
forth, the Trust and the Custodian agree as follows:

1. DEFINITIONS.
-----------

Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the following meanings:

(a) "Affiliated Person" shall have the meaning of the term within
Section 2(a)3 of the 1940 Act.

(b) "Authorized Person" shall be deemed to include the Chairman of the
Board of Trustees, the President, and any Vice President, the Secretary,
the Treasurer or any other person, whether or not any such person is an
officer or employee of the Fund, duly authorized by the Board of
Trustees of the Fund to give Oral Instructions and Written Instructions
on behalf of the Fund and listed in the certification annexed hereto as
APPENDIX A or such other certification as may be received by the
Custodian from time to time.

(c) "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency Securities, its
successor or successors and its nominee or nominees.

(d) "Business Day" shall mean any day on which the Fund, the Custodian,
the Book-Entry System and appropriate clearing corporation(s) are open
for business.

(e) "Certificate" shall mean any notice, instruction or other instrument
in writing, authorized or required by this Agreement to be given to the
Custodian, which is actually received by the Custodian and signed on
behalf of the Fund by any two Authorized Persons or any two officers
thereof.

(f) "Master Trust Agreement" shall mean the Amended and Restated
Agreement and Declaration of Trust of the Trust dated December 1, 1993
as the same may be amended from time to time.

(g) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission
under Section 17(a) of the Securities

<PAGE> 3

Exchange Act of 1934, as amended, its successor or successors and its
nominee or nominees, in which the Custodian is hereby specifically
authorized to make deposits. The term "Depository" shall further mean
and include any other person to be named in a Certificate authorized to
act as a depository under the 1940 Act, its successor or successors and
its nominee or nominees.

(h) "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to interest and
principal by the government of the United States or agencies or
instrumentalities thereof ("U.S. government securities"), commercial
paper, bank certificates of deposit, bankers' acceptances and short-term
corporate obligations, where the purchase or sale of such securities
normally requires settlement in federal funds on the same day as such
purchase or sale, and repurchase and reverse repurchase agreements with
respect to any of the foregoing types of securities.

(i) "Oral Instructions" shall mean verbal instructions actually received
by the Custodian from a person reasonably believed by the Custodian to
be an Authorized Person.

(j) "Prospectus" shall mean the Fund's current prospectus and statement
of additional information relating to the registration of the Fund's
Shares under the Securities Act of 1933, as amended.

(k) "Shares" refers to shares of common stock, $0.01 par value per
share, of the Fund.

(l) "Security" or "Securities" shall be deemed to include bonds,
debentures, notes, stocks, shares, evidences of indebtedness, and other
securities, commodities interests and investments from time to time
owned by the Fund.

(m) "Transfer Agent" shall mean the person which performs the transfer
agent, dividend disbursing agent and shareholder servicing agent
functions for the Fund.

(n) "Written Instructions" shall mean a written communication actually
received by the Custodian from a person reasonably believed by the
Custodian to be an Authorized Person by any system, including, without
limitation, electronic transmissions, facsimile and telex.

(o) The "1940 Act" refers to the Investment Company Act of 1940, and the
Rules and Regulations thereunder, all as amended from time to time.

2. APPOINTMENT OF CUSTODIAN.
------------------------

(a) The Trust on behalf of the Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and monies at the time
owned by or in the possession of the Fund during the period of this
Agreement.

(b) The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.

(2)
<PAGE> 4

3. COMPENSATION.
------------

(a) The Custodian shall be entitled to receive, and the Fund agrees to
pay to the Custodian, such compensation as may be agreed upon from time
to time between the Custodian and the Fund. The Custodian may charge
against any monies held on behalf of the Fund pursuant to this Agreement
such compensation and any expenses incurred by the Custodian in the
performance of its duties pursuant to this Agreement. The Custodian
shall also be entitled to charge against any money held on behalf of the
Fund pursuant to this Agreement the amount of any loss, damage,
liability or expense incurred with respect to the Fund, including
counsel fees, for which it shall be entitled to reimbursement under the
provisions of this Agreement. The expenses which the Custodian may
charge against such account include, but are not limited to, the
expenses of sub-custodians and foreign branches of the Custodian
incurred in settling transactions outside of Boston, Massachusetts or
New York City, New York involving the purchase and sale of Securities.

(b) The Fund will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Schedule annexed hereto as SCHEDULE A and incorporated herein. Such Fee
Schedule does not include out-of-pocket disbursements of the Custodian
for which the Custodian shall be entitled to bill separately.
Out-of-pocket disbursements shall include, but shall not be limited to,
the items specified in the Schedule of Out-of-Pocket charges annexed
hereto as SCHEDULE B and incorporated herein, which schedule may be
modified by the Custodian upon not less than thirty days prior written
notice to the Fund.

(c) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to SCHEDULE A of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Person or authorized
representative of each party hereto.

(d) The Custodian will bill the Fund as soon as practicable after the
end of each calendar month, and said billings will be detailed in
accordance with SCHEDULE A, as amended from time to time. The Fund will
promptly pay to the Custodian the amount of such billing.

4. CUSTODY OF CASH AND SECURITIES.
------------------------------

(a) RECEIPT AND HOLDING OF ASSETS.
-----------------------------

The Fund will deliver or cause to be delivered to the Custodian all
Securities and monies owned by it at any time during the period of this
Agreement. The Custodian will not be responsible for such Securities and
monies until actually received by it. The Fund shall instruct the
Custodian from time to time in its sole discretion, by means of Written
Instructions, or, in connection with the purchase or sale of Money
Market Securities, by means of Oral Instructions confirmed in writing in
accordance with Section 11(h) hereof or Written Instructions, as to the
manner in which and in what amounts Securities and monies are to be
deposited on behalf of the Fund in the Book-Entry System or the
Depository; provided, however, that prior to the deposit of Securities
of the Fund in the Book-Entry System or the Depository, including a
deposit in connection with the settlement of a purchase or sale, the
Custodian shall have received a Certificate specifically approving such
deposits by the Custodian in the Book-Entry System or the Depository.
Securities and monies of the Fund deposited in the Book-Entry System or
the Depository will be represented in accounts which include only assets
held by the Custodian for customers, including but not limited to
accounts for which the Custodian acts in a fiduciary or representative
capacity.

(3)
<PAGE> 5

(b) ACCOUNTS AND DISBURSEMENTS. The Custodian shall establish and
maintain a separate account for the Fund and shall credit to the
separate account all monies received by it for the account of such Fund
and shall disburse the same only:

1. In payment for Securities purchased for the Fund, as provided
in Section 5 hereof;

2. In payment of dividends or distributions with respect to the
Shares, as provided in Section 7 hereof;

3. In payment of original issue or other taxes with respect to
the Shares, as provided in Section 8 hereof;

4. In payment for Shares which have been redeemed by the Fund,
as provided in Section 8 hereof;

5. Pursuant to Written Instructions setting forth the name and
address of the person to whom the payment is to be made, the
amount to be paid and the purpose for which payment is to be
made, provided that in the event of disbursements pursuant to
this sub-section 4(b)(5), the Fund shall indemnify and hold the
Custodian harmless from any claims or losses arising out of such
disbursements in reliance on such Written Instructions which it,
in good faith, believes to be received from duly Authorized
Persons; or

6. In payment of fees and in reimbursement of the expenses and
liabilities of the Custodian attributable to the Fund, as
provided in Sections 3 and 11(i).

(c) CONFIRMATION AND STATEMENTS. Promptly after the close of business on
each day, the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund during said
day. Where securities purchased by the Fund are in a fungible bulk of
securities registered in the name of the Custodian (or its nominee) or
shown on the Custodian's account on the books of the Depository or the
Book-Entry System, the Custodian shall by book entry or otherwise
identify the quantity of those securities belonging to the Fund. At
least monthly, the Custodian shall furnish the Fund with a detailed
statement of the Securities and monies held for the Fund under this
Agreement.

(d) REGISTRATION OF SECURITIES AND PHYSICAL SEPARATION. All Securities
held for the Fund which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held for the
Fund may be registered in the name of the Fund, in the name of the
Custodian, in the name of any duly appointed registered nominee of the
Custodian as the Custodian may from time to time determine, or in the
name of the Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund reserves the right to
instruct the Custodian as to the method of registration and safekeeping
of the Securities. The Fund agrees to furnish to the Custodian
appropriate instruments to enable the Custodian to hold or deliver in
proper form for transfer, or to register in the name of its registered
nominee or in the name of the Book-Entry System or the Depository, any
Securities which it may hold for the account of the Fund and which may
from time to time be registered in the name of the Fund. The Custodian
shall hold all such Securities specifically allocated to the Fund which
are not held in the Book-Entry System or the Depository

(4)
<PAGE> 6

in a separate account for the Fund in the name of the Fund physically
segregated at all times from those of any other person or persons.

(e) SEGREGATED ACCOUNTS. Upon receipt of a Written Instruction the
Custodian will establish segregated accounts on behalf of the Fund to
hold liquid or other assets as it shall be directed by a Written
Instruction and shall increase or decrease the assets in such segregated
accounts only as it shall be directed by subsequent Written Instruction.

(f) COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES. Unless
otherwise instructed to the contrary by a Written Instruction, the
Custodian by itself, or through the use of the Book-Entry System or the
Depository with respect to Securities therein deposited, shall with
respect to all Securities held for the Fund in accordance with this
Agreement:

1. Collect all income due or payable;

2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed, retired or
otherwise become payable. Notwithstanding the foregoing, the
Custodian shall have no responsibility to the Fund for
monitoring or ascertaining any call, redemption or retirement
dates with respect to put bonds which are owned by the Fund and
held by the Custodian or its nominees. Nor shall the Custodian
have any responsibility or liability to the Fund for any loss by
the Fund for any missed payments or other defaults resulting
therefrom unless the Custodian received timely notification from
the Fund specifying the time, place and manner for the
presentment of any such put bond owned by the Fund and held by
the Custodian or its nominee. The Custodian shall not be
responsible and assumes no liability to the Fund for the
accuracy or completeness of any notification the Custodian may
furnish to the Fund with respect to put bonds;

3. Surrender Securities in temporary form for definitive
Securities;

4. Execute any necessary declarations or certificates of
ownership under the Federal income tax laws or the laws or
regulations of any other taxing authority now or hereafter in
effect; and

5. Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the
account of the Fund all rights and similar Securities issued
with respect to any Securities held by the Custodian hereunder
for the Fund.

(g) DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of a
Written Instruction and not otherwise, except for subparagraphs 5, 6, 7,
and 8 of this section 4(g) which may be effected by Oral or Written
Instructions, the Custodian, directly or through the use of the
Book-Entry System or the Depository, shall:

1. Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such Written Instructions,
proxies, consents, authorizations, and any other instruments
whereby the authority of the Fund as owner of any Securities may
be exercised;

(5)
<PAGE> 7

2. Deliver or cause to be delivered any Securities held for the
Fund in exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;

3. Deliver or cause to be delivered any Securities held for the
Fund to any protective committee, reorganization committee or
other person in connection with the reorganization, refinancing,
merger, consolidation or recapitalization or sale of assets of
any corporation, and receive and hold under the terms of this
Agreement in the separate account for the Fund such certificates
of deposit, interim receipts or other instruments or documents
as may be issued to it to evidence such delivery;

4. Make or cause to be made such transfers or exchanges of the
assets specifically allocated to the separate account of the
Fund and take such other steps as shall be stated in Written
Instructions to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;

5. Deliver Securities upon sale of such Securities for the
account of the Fund pursuant to Section 5;

6. Deliver Securities upon the receipt of payment in connection
with any repurchase agreement related to such Securities entered
into by the Fund;

7. Deliver Securities owned by the Fund to the issuer thereof or
its agent when such Securities are called, redeemed, retired or
otherwise become payable; provided, however, that in any such
case the cash or other consideration is to be delivered to the
Custodian. Notwithstanding the foregoing, the Custodian shall
have no responsibility to the Fund for monitoring or
ascertaining any call, redemption or retirement dates with
respect to the put bonds which are owned by the Fund and held by
the Custodian or its nominee. Nor shall the Custodian have any
responsibility or liability to the Fund for any loss by the Fund
for any missed payment or other default resulting therefrom
unless the Custodian received timely notification from the Fund
specifying the time, place and manner for the presentment of any
such put bond owned by the Fund and held by the Custodian or its
nominee. The Custodian shall not be responsible and assumes no
liability to the Fund for the accuracy or completeness of any
notification the Custodian may furnish to the Fund with respect
to put bonds;

8. Deliver Securities for delivery in connection with any loans
of Securities made by the Fund but only against receipt of
adequate collateral as agreed upon from time to time by the
Custodian and the Fund which may be in the form of cash or U.S.
government securities or a letter of credit;

9. Deliver Securities for delivery as security in connection
with any borrowings by the Fund requiring a pledge of Fund
assets, but only against receipt of amounts borrowed;

10. Deliver Securities upon receipt of Written Instructions from
the Fund for delivery to the Transfer Agent or to the holders of
Shares in connection with distributions in kind, as may be
described from time to time in the Fund's Prospectus, in
satisfaction of requests by holders of Shares for repurchase or
redemption;

(6)
<PAGE> 8

11. Deliver Securities as collateral in connection with short
sales by the Fund of common stock for which the Fund owns the
stock or owns preferred stocks or debt securities convertible or
exchangeable, without payment or further consideration, into
shares of the common stock sold short;

12. Deliver Securities for any purpose expressly permitted by
and in accordance with procedures described in the Fund's
Prospectus; and

13. Deliver Securities for any other proper business purpose,
but only upon receipt of, in addition to Written Instructions, a
certified copy of a resolution of the Board of Trustees signed
by an Authorized Person and certified by the Secretary of the
Fund, specifying the Securities to be delivered, setting forth
the purpose for which such delivery is to be made, declaring
such purpose to be a proper business purpose, and naming the
person or persons to whom delivery of such Securities shall be
made.

(h) ENDORSEMENT AND COLLECTION OF CHECKS, ETC. The Custodian is hereby
authorized to endorse and collect all checks, drafts or other orders for
the payment of money received by the Custodian for the account of the
Fund.

5. PURCHASE AND SALE OF INVESTMENTS OF THE FUND.
---------------------------------------------

(a) Promptly after each purchase of Securities for the Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Written Instruction,
and (ii) with respect to each purchase of Money Market Securities,
either a Written Instruction or Oral Instruction, in either case
specifying with respect to each purchase: (1) the name of the issuer and
the title of the Securities; (2) the number of shares or the principal
amount purchased and accrued interest, if any; (3) the date of purchase
and settlement; (4) the purchase price per unit; (5) the total amount
payable upon such purchase; (6) the name of the person from whom or the
broker through whom the purchase was made, if any; (7) whether or not
such purchase is to be settled through the Book-Entry System or the
Depository; and (8) whether the Securities purchased are to be deposited
in the Book-Entry System or the Depository. The Custodian shall receive
the Securities purchased by or for the Fund and upon receipt of
Securities shall pay out of the monies held for the account of the Fund
the total amount payable upon such purchase, provided that the same
conforms to the total amount payable as set forth in such Written or
Oral Instruction.

(b) Promptly after each sale of Securities of the Fund, the Fund shall
deliver to the Custodian (i) with respect to each sale of Securities
which are not Money Market Securities, a Written Instruction, and (ii)
with respect to each sale of Money Market Securities, either Written
Instruction or Oral Instructions, in either case specifying with respect
to such sale: (1) the name of the issuer and the title of the
Securities; (2) the number of shares or principal amount sold, and
accrued interest, if any; (3) the date of sale; (4) the sale price per
unit; (5) the total amount payable to the Fund upon such sale; (6) the
name of the broker through whom or the person to whom the sale was made;
and (7) whether or not such sale is to be settled through the Book-Entry
System or the Depository. The Custodian shall deliver or cause to be
delivered the Securities to the broker or other person designated by the
Fund upon receipt of the total amount payable to the Fund upon such
sale, provided that the same conforms to the total amount payable to the
Fund as set forth in

(7)
<PAGE> 9

such Written or Oral Instruction. Subject to the foregoing, the Custodian may
accept payment in such form as shall be satisfactory to it, and may deliver
Securities and arrange for payment in accordance with the customs prevailing
among dealers in Securities.

6. LENDING OF SECURITIES.
---------------------

If the Fund is permitted by the terms of the Master Trust
Agreement and as disclosed in its Prospectus to lend securities, within
24 hours before each loan of Securities, the Fund shall deliver to the
Custodian a Written Instruction specifying with respect to each such
loan: (a) the name of the issuer and the title of the Securities; (b)
the number of shares or the principal amount loaned; (c) the date of
loan and delivery; (d) the total amount to be delivered to the
Custodian, and specifically allocated against the loan of the
Securities, including the amount of cash collateral and the premium, if
any, separately identified; (e) the name of the broker, dealer or
financial institution to which the loan was made; and (f) whether the
Securities loaned are to be delivered through the Book-Entry System or
the Depository.

Promptly after each termination of a loan of Securities, the
Fund shall deliver to the Custodian a Written Instruction specifying
with respect to each such loan termination and return of Securities: (a)
the name of the issuer and the title of the Securities to be returned;
(b) the number of shares or the principal amount to be returned; (c) the
date of termination; (d) the total amount to be delivered by the
Custodian (including the cash collateral for such Securities minus any
offsetting credits as described in said Written Instruction); (e) the
name of the broker, dealer or financial institution from which the
Securities will be returned; and (f) whether such return is to be
effected through the Book-Entry System or the Depository. The Custodian
shall receive all Securities returned from the broker, dealer or
financial institution to which such Securities were loaned and upon
receipt thereof shall pay the total amount payable upon such return of
Securities as set forth in the Written Instruction. Securities returned
to the Custodian shall be held as they were prior to such loan.

7. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.
-------------------------------------

(a) The Fund shall furnish to the Custodian the vote of the Board of
Trustees of the Fund certified by the Secretary (i) authorizing the
declaration of distributions on a specified periodic basis and
authorizing the Custodian to rely on Oral or Written Instructions
specifying the date of the declaration of such distribution, the date of
payment thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the
shareholders of record as of the record date and the total amount
payable to the Transfer Agent on the payment date, or (ii) setting forth
the date of declaration of any distribution by the Fund, the date of
payment thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the
shareholders of record as of the record date and the total amount
payable to the Transfer Agent on the payment date.

(b) Upon the payment date specified in such vote, Oral Instructions or
Written Instructions, as the case may be, the Custodian shall pay out
the total amount payable to the Transfer Agent of the Fund.

(8)

<PAGE> 10

8. SALE AND REDEMPTION OF SHARES OF THE FUND.
------------------------------------------

(a) Whenever the Fund shall sell any Shares, the Fund shall deliver or
cause to be delivered to the Custodian a Written Instruction duly
specifying:

1. The number of Shares sold, trade date, and price; and

2. The amount of money to be received by the Custodian for the
sale of such Shares.

The Custodian understands and agrees that Written Instructions
may be furnished subsequent to the purchase of Shares and that the
information contained therein will be derived from the sales of Shares
as reported to the Fund by the Transfer Agent.

(b) Upon receipt of money from the Transfer Agent, the Custodian shall
credit such money to the separate account of the Fund.

(c) Upon issuance of any Shares in accordance with the foregoing
provisions of this Section 8, the Custodian shall pay all original issue
or other taxes required to be paid in connection with such issuance upon
the receipt of a Written Instruction specifying the amount to be paid.

(d) Except as provided hereafter, whenever any Shares are redeemed, the
Fund shall cause the Transfer Agent to promptly furnish to the Custodian
Written Instructions, specifying:

1. The number of Shares redeemed; and

2. The amount to be paid for the Shares redeemed.

The Custodian further understands that the information contained
in such Written Instructions will be derived from the redemption of
Shares as reported to the Fund by the Transfer Agent.

(e) Upon receipt from the Transfer Agent of advice setting forth the
number of Shares received by the Transfer Agent for redemption and that
such Shares are valid and in good form for redemption, the Custodian
shall make payment to the Transfer Agent of the total amount specified
in a Written Instruction issued pursuant to paragraph (d) of this
Section 8.

(f) Notwithstanding the above provisions regarding the redemption of
Shares, whenever such Shares are redeemed pursuant to any check
redemption privilege which may from time to time be offered by the Fund,
the Custodian, unless otherwise instructed by a Written Instruction
shall, upon receipt of advice from the Fund or its agent stating that
the redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of such
check redemption privilege out of the monies specifically allocated to
the Fund in such advice for such purpose.

9. INDEBTEDNESS.
------------

(a) The Fund will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Fund borrows money for
temporary administrative or emergency

(9)
<PAGE> 11

purposes using Securities as collateral for such borrowings, a notice or
undertaking in the form currently employed by any such bank setting
forth the amount which such bank will loan to the Fund against delivery
of a stated amount of collateral. The Fund shall promptly deliver to the
Custodian Written Instructions stating with respect to each such
borrowing: (1) the name of the bank; (2) the amount and terms of the
borrowing, which may be set forth by incorporating by reference an
attached promissory note, duly endorsed by the Fund, or other loan
agreement; (3) the time and date, if known, on which the loan is to be
entered into (the "borrowing date"); (4) the date on which the loan
becomes due and payable; (5) the total amount payable to the Fund on the
borrowing date; (6) the market value of Securities to be delivered as
collateral for such loan, including the name of the issuer, the title
and the number of shares or the principal amount of any particular
Securities; (7) whether the Custodian is to deliver such collateral
through the Book-Entry System or the Depository; and (8) a statement
that such loan is in conformance with the 1940 Act and the Fund's
Prospectus.

(b) Upon receipt of the Written Instruction referred to in subparagraph
(a) above, the Custodian shall deliver on the borrowing date the
specified collateral and the executed promissory note, if any, against
delivery by the lending bank of the total amount of the loan payable,
provided that the same conforms to the total amount payable as set forth
in the Written Instruction. The Custodian may, at the option of the
lending bank, keep such collateral in its possession, but such
collateral shall be subject to all rights therein given the lending bank
by virtue of any promissory note or loan agreement. The Custodian shall
deliver as additional collateral in the manner directed by the Fund from
time to time such Securities as may be specified in Written Instruction
to collateralize further any transaction described in this Section 9.
The Fund shall cause all Securities released from collateral status to
be returned directly to the Custodian, and the Custodian shall receive
from time to time such return of collateral as may be tendered to it. In
the event that the Fund fails to specify in Written Instruction all of
the information required by this Section 9, the Custodian shall not be
under any obligation to deliver any Securities. Collateral returned to
the Custodian shall be held hereunder as it was prior to being used as
collateral.

10. PERSONS HAVING ACCESS TO ASSETS OF THE FUND.
-------------------------------------------

(a) No trustee or agent of the Fund, and no officer, director, employee
or agent of the Fund's investment adviser, of any sub-investment adviser
of the Fund, or of the Fund's administrator, shall have physical access
to the assets of the Fund held by the Custodian or be authorized or
permitted to withdraw any investments of the Fund, nor shall the
Custodian deliver any assets of the Fund to any such person. No officer,
director, employee or agent of the Custodian who holds any similar
position with the Fund's investment adviser, with any sub-investment
adviser of the Fund or with the Fund's administrator shall have access
to the assets of the Fund.

(b) Nothing in this Section 10 shall prohibit any duly authorized
officer, employee or agent of the Fund, or any duly authorized officer,
director, employee or agent of the investment adviser, of any
sub-investment adviser of the Fund or of the Fund's administrator, from
giving Oral Instructions or Written Instructions to the Custodian or
executing a Certificate so long as it does not result in delivery of or
access to assets of the Fund prohibited by paragraph (a) of this Section
10.

(10)

<PAGE> 12

11. CONCERNING THE CUSTODIAN.
------------------------

(a) STANDARD OF CONDUCt. Notwithstanding any other provision of this
Agreement, neither the Custodian nor its nominee shall be liable for any
loss or damage, including counsel fees, resulting from its action or
omission to act or otherwise, except for any such loss or damage arising
out of the negligence or willful misconduct of the Custodian or any of
its employees, sub-custodians or agents. The Custodian may, with respect
to questions of law, apply for and obtain the advice and opinion of
counsel to the Fund or of its own counsel, at the expense of the Fund,
and shall be fully protected with respect to anything done or omitted by
it in good faith in conformity with such advice or opinion. The
Custodian shall not be liable to the Fund for any loss or damage
resulting from the use of the Book-Entry System or the Depository.

(b) LIMIT OF DUTIES. Without limiting the generality of the foregoing,
the Custodian shall be under no duty or obligation to inquire into, and
shall not be liable for:

1. The validity of the issue of any Securities purchased by the
Fund, the legality of the purchase thereof, or the propriety of
the amount paid therefor;

2. The legality of the sale of any Securities by the Fund or the
propriety of the amount for which the same are sold;

3. The legality of the issue or sale of any Shares, or the
sufficiency of the amount to be received therefor;

4. The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;

5. The legality of the declaration or payment of any
distribution of the Fund;

6. The legality of any borrowing for temporary or emergency
administrative purposes.

(c) NO LIABILITY UNTIL RECEIPT. The Custodian shall not be liable for,
or considered to be the Custodian of, any money, whether or not
represented by any check, draft, or other instrument for the payment of
money, received by it on behalf of the Fund until the Custodian actually
receives and collects such money directly or by the final crediting of
the account representing the Fund's interest in the Book-Entry System or
the Depository.

(d) AMOUNTS DUE FROM TRANSFER AGENT. The Custodian shall not be under
any duty or obligation to take action to effect collection of any amount
due to the Fund from the Transfer Agent nor to take any action to effect
payment or distribution by the Transfer Agent of any amount paid by the
Custodian to the Transfer Agent in accordance with this Agreement.

(e) COLLECTION WHERE PAYMENT REFUSED. The Custodian shall not be under
any duty or obligation to take action to effect collection of any
amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any such
action.

(11)
<PAGE> 13

(f) APPOINTMENT OF AGENTS AND SUB-CUSTODIANS. The Custodian may appoint
one or more banking institutions, including but not limited to banking
institutions located in foreign countries, to act as Depository or
Depositories or as sub-custodian or as sub-custodians of Securities and
monies at any time owned by the Fund. The Custodian shall use reasonable
care in selecting a Depository and/or sub-custodian located in a country
other than the United States ("Foreign Sub-Custodian"), and shall
oversee the maintenance of any Securities or monies of the Fund by any
Foreign Sub-Custodian. In addition, the Custodian shall hold the Fund
harmless from, and indemnify the Fund against, any loss that occurs as a
result of the failure of any Foreign Sub-Custodian to exercise
reasonable care with respect to the safekeeping of Securities and monies
of the Fund. Notwithstanding the generality of the foregoing, however,
the Custodian shall not be liable for any losses resulting from or
caused by events or circumstances beyond its reasonable control,
including, but not limited to, losses resulting from nationalization,
expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation, imposition
or enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges
affecting the Fund's property; or acts of war, terrorism, insurrection
or revolution; or any other similar act or event beyond the Custodian's
or its agent's control. This Section shall survive the termination of
this Agreement.

(g) NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not be under any
duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the Fund are such as may properly be held
by the Fund under the provisions of the Master Trust Agreement and the
Prospectus.

(h) RELIANCE ON CERTIFICATES AND INSTRUCTIONS. The Custodian shall be
entitled to rely upon any Certificate, notice or other instrument in
writing received by the Custodian and reasonably believed by the
Custodian to be genuine and to be signed by an officer or Authorized
Person of the Fund. The Custodian shall be entitled to rely upon any
Written Instructions or Oral Instructions actually received by the
Custodian pursuant to the applicable Sections of this Agreement and
reasonably believed by the Custodian to be genuine and to be given by an
Authorized Person. The Fund agrees to forward to the Custodian Written
Instructions from an Authorized Person confirming such Oral Instructions
in such manner so that such Written Instructions are received by the
Custodian, whether by hand delivery, telex or otherwise, by the close of
business on the same day that such Oral Instructions are given to the
Custodian. The Fund agrees that the fact that such confirming
instructions are not received by the Custodian shall in no way affect
the validity of the transactions or enforceability of the transactions
hereby authorized by the Fund. The Fund agrees that the Custodian shall
incur no liability to the Fund in acting upon Oral Instructions given to
the Custodian hereunder concerning such transactions provided such
instructions reasonably appear to have been received from a duly
Authorized Person.

(i) OVERDRAFT FACILITY AND SECURITY FOR PAYMENT. In the event that the
Custodian is directed by Written Instruction (or Oral Instructions
confirmed in writing in accordance with Section 11(h) hereof) to make any
payment or transfer of monies on behalf of the Fund for which there would
be, at the close of business on the date of such payment or transfer,
insufficient monies held by the Custodian on behalf of the Fund, the
Custodian may, in its sole discretion, provide an overdraft (an
"Overdraft") to the Fund in an amount sufficient to allow the completion
of such payment or transfer. Any Overdraft provided hereunder: (a) shall
be payable on the next Business Day, unless otherwise agreed by the Fund
and the Custodian; and (b) shall accrue interest from the date of the
Overdraft to the date of payment in full by the Fund at a rate agreed
upon in writing, from time to

(12)
<PAGE> 14

time, by the Custodian and the Fund. The Custodian and the Fund
acknowledge that the purpose of such Overdraft is to temporarily finance
the purchase of Securities for prompt delivery in accordance with the
terms hereof, to meet unanticipated or unusual redemption, to allow the
settlement of foreign exchange contracts or to meet other emergency
expenses not reasonably foreseeable by the Fund. The Custodian shall
promptly notify the Fund in writing (an "Overdraft Notice") of any
Overdraft by facsimile transmission or in such other manner as the Fund
and the Custodian may agree in writing. To secure payment of any
Overdraft, the Fund hereby grants to the Custodian a continuing security
interest in and right of setoff against the Securities and cash in the
Fund's account from time to time in the full amount of such Overdraft.
Should the Fund fail to pay promptly any amounts owed hereunder, the
Custodian shall be entitled to use available cash in the Fund's account
and to liquidate Securities in the account as is necessary to meet the
Fund's obligations under the Overdraft; provided, however, the Custodian
shall not be entitled to liquidate any such shares without providing
prior written notification to the Fund. In any such case, and without
limiting the foregoing, the Custodian shall be entitled to take such
other actions(s) or exercise such other options, powers and rights as
the Custodian now or hereafter has as a secured creditor under the
Massachusetts Uniform Commercial Code or any other applicable law.

(j) INSPECTION OF BOOKS AND RECORDS. The books and records of the
Custodian shall be open to inspection and audit at reasonable times by
officers and auditors employed by the Fund and by the appropriate
employees of the Securities and Exchange Commission.

The Custodian shall provide the Fund with any report obtained by
the Custodian on the system of internal accounting control of the
Book-Entry System or the Depository and with such reports on its own
systems of internal accounting control as the Fund may reasonably
request from time to time.

12. TERM AND TERMINATION.
--------------------

(a) This Agreement shall become effective on the date first set forth
above (the "Effective Date") and shall continue in effect thereafter
until such time as this Agreement may be terminated in accordance with
the provisions hereof.

(b) Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of
receipt of such notice.

In the event such notice is given by the Custodian, the Fund
shall, on or before the termination date, deliver to the Custodian a
certified vote of the Board of Trustees of the Fund, designating a
successor custodian or custodians. In the absence of such designation by
the Fund, the Custodian may designate a successor custodian, which shall
be a person qualified to so act under the 1940 Act. If the Fund fails to
designate a successor custodian, the Fund shall upon the date specified
in the notice of termination of this Agreement and upon the delivery by
the Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and monies then
owned by the Fund, be deemed to be its own custodian and the Custodian
shall thereby be relieved of all duties and responsibilities pursuant to
this Agreement, other than the duty with respect to Securities held in
the Book-Entry System which cannot be delivered to the Fund.

(13)
<PAGE> 15

(c) Upon the date set forth in such notice under paragraph (b) of this
Section 12, this Agreement shall terminate to the extent specified in
such notice, and the Custodian shall upon receipt of a notice of
acceptance by the successor custodian on that date deliver directly to
the successor custodian all Securities and monies then held by the
Custodian on behalf of the Fund, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall then be
entitled.

13. LIMITATION OF LIABILITY.
-----------------------

The Fund and the Custodian agree that the obligations of the
Fund under this Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Fund, individually, but are binding only upon
the assets and property of the Fund, as provided in the Master Trust
Agreement. The execution and delivery of this Agreement have been
authorized by the Trustees of the Fund, and signed by an authorized
officer of the Fund, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them or any shareholder of the Fund
individually or to impose any liability on any of them or any
shareholder of the Fund personally, but shall bind only the assets and
property of the Fund as provided in the Master Trust Agreement.

14. MISCELLANEOUS.
-------------

(a) Annexed hereto as APPENDIX A is a certification signed by the
Secretary of the Fund setting forth the names and the signatures of the
present Authorized Persons. The Fund agrees to furnish to the Custodian
a new certification in similar form in the event that any such present
Authorized Person ceases to be such an Authorized Person or in the event
that other or additional Authorized Persons are elected or appointed.
Until such new certification shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement upon
Oral Instructions or signatures of the present Authorized Persons as set
forth in the last delivered certification.

(b) Annexed hereto as APPENDIX B is a certification signed by the
Secretary of the Fund setting forth the names and the signatures of the
present officers of the Fund. The Fund agrees to furnish to the
Custodian a new certification in similar form in the event any such
present officer ceases to be an officer of the Fund or in the event that
other or additional officers are elected or appointed. Until such new
certification shall be received, the Custodian shall be fully protected
in acting under the provisions of this Agreement upon the signature of
an officer as set forth in the last delivered certification.

(c) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given
if addressed to the Custodian and mailed or delivered to it at its
offices at One Boston Place, Boston, Massachusetts 02108 or at such
other place as the Custodian may from time to time designate in writing.

(d) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund, shall be sufficiently given if
addressed to the Fund and mailed or delivered to it

(14)

<PAGE> 16

at its offices at ________________________________________________ or at
such other place as the Fund may from time to time designate in writing.

(e) This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality
as this Agreement (i) authorized, or ratified and approved by a vote of
the Board of Trustees of the Fund, including a majority of the members
of the Board of Trustees of the Fund who are not "interested persons" of
the Fund (as defined in the 1940 Act), or (ii) authorized, or ratified
and approved by such other procedures as may be permitted or required by
the 1940 Act.

(f) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the
written consent of the Custodian, or by the Custodian without the
written consent of the Fund authorized or approved by a vote of the
Board of Trustees of the Fund provided, however, that the Custodian may
assign the Agreement to an Affiliated Person and any attempted
assignment without such written consent shall be null and void. Nothing
in this Agreement shall give or be construed to give or confer upon any
third party any rights hereunder.

(g) The Fund represents that a copy of the Trust's Certificate of Trust
is on file with the Secretary of the State of Delaware.

(h) This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts.

(i) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.

(j) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective representatives duly authorized as of the day and
year first above written.

MMA PRAXIS MUTUAL FUNDS, on behalf of
MMA PRAXIS INTERNATIONAL FUND

By: ____________________________________
Name:
Title:

BOSTON SAFE DEPOSIT AND TRUST COMPANY

By: ____________________________________
Name:
Title:

(15)
<PAGE> 17

(16)

<PAGE> 18

APPENDIX A

I, Clint Barker, the Secretary of MMA PRAXIS MUTUAL FUNDS, a business
trust organized under the laws of the State of Delaware (the "Trust"), do hereby
certify that MMA Praxis International Fund (the "Fund") is a separate series of
the Trust, and that the following individuals have been duly authorized as
Authorized Persons to give Oral Instructions and Written Instructions on behalf
of the Fund and the specimen signatures set forth opposite their respective
names are their true and correct signatures:

<TABLE>
<CAPTION>
NAME SIGNATURE
---- ---------
<S> <C> <C>
I. CASH MOVEMENT OF SHAREHOLDER ACTIVITY:
-------------------------------------

George Landreth ____________________________________

Michael J. Brascetta _____________________________________

Julia E. Rouvina _____________________________________

Keith A. Griffith _____________________________________

Sharon K. Scheid _____________________________________

Cozette Y. Robinson _____________________________________

Chad C. Orr _____________________________________

Theresa L. Bailey _____________________________________

II. PAYMENT OF FUND EXPENSES:
------------------------

Gloria Hardy _____________________________________

Charles L. Booth _____________________________________

Dana A. Gentile _____________________________________

Walter B. Grimm _____________________________________

Cynthia L. Lindsey _____________________________________

Laurice A. Alcorn _____________________________________

Lisa A. Tomich _____________________________________

George R. Landreth _____________________________________
</TABLE>

(17)
<PAGE> 19
<TABLE>
<S> <C> <C>
Jenniffer E. Civiletti _____________________________________

Kathy M. Loken _____________________________________

Clint Barker _____________________________________

III. FUND SHAREHOLDER CHECKS:
-----------------------

J. David Huber _____________________________________

Walter B. Grimm _____________________________________

Stephen G. Mintos _____________________________________

George R. Landreth _____________________________________

Clint Barker _____________________________________

Cynthia L. Lindsey _____________________________________

IV. INVESTMENT ADVISER (MMA) ACCESS PERSONNEL:
-----------------------------------------

Delmar King _____________________________________

Keith Yoder _____________________________________

John Nussbaum _____________________________________

David Birky _____________________________________

J.B. Miller _____________________________________

V. SUB-INVESTMENT ADVISER ACCESS PERSONNEL:
---------------------------------------

Jamie Macmillan _____________________________________

Andrew Parlin _____________________________________

Tina Oechsle _____________________________________

Carrie Gibbons _____________________________________

Jack Biagiotti _____________________________________
</TABLE>

(18)

<PAGE> 20

MMA PRAXIS MUTUAL FUNDS

By: __________________________
Secretary
Dated:

(19)
<PAGE> 21

APPENDIX B
----------

I, Clint Barker, the Secretary of MMA PRAXIS MUTUAL FUNDS, a business
trust organized under the laws of the State of Delaware (the "Trust"), do hereby
certify that MMA Praxis International Fund (the "Fund") is a separate series of
the Trust, and that the following individuals serve in the following positions
with the Fund and each individual has been duly elected or appointed to each
such position and qualified therefor in conformity with the Fund's Master Trust
Agreement and the specimen signatures set forth opposite their respective names
are their true and correct signatures:

<TABLE>
<CAPTION>
NAME POSITION SIGNATURE
- ---- -------------------- ---------
<S> <C> <C>
Howard L. Brennaman Chairman of the Board ________________________

J. B. Miller President ________________________

George Landreth Treasurer ________________________

Clint Barker Secretary ________________________

Marlo J. Kauffman Vice President ________________________

Walter B. Grimm Vice President ________________________
</TABLE>

MMA PRAXIS MUTUAL FUNDS

By: ___________________________
Secretary
Dated:

(20)

<PAGE> 22

SCHEDULE A
----------

BOSTON SAFE DEPOSIT AND TRUST COMPANY
-------------------------------------

CUSTODY FEE SCHEDULE
--------------------

Boston Safe Deposit and Trust Company, acting as custodian for the mutual fund
assets of MMA Praxis Mutual Funds, will receive compensation according to the
schedule which follows.

The schedule is in one format only, that being hard dollar basis. It is not our
policy to structure custody fees on a compensation balance relationship linked
to Demand Deposit Account (DDA) balances, activity and credits.

The compensation schedule is based upon the understanding that the MMA Praxis
Mutual Funds relationship initially will consist of one fund, with a similar
investment profile and strategy as the SRI Limited Partnership Fund. The current
profile/strategy includes investments in Australia, Denmark Netherlands, France,
Germany, Hong Kong, Italy, Japan, Malaysia, Singapore, Spain, Switzerland, US
and United Kingdom. Additional markets will be priced as they are added.

This Fee Schedule is based upon accounts, asset size and transaction volumes.
Core services include safekeeping of assets, transaction settlement, income
collection, cash availability/forecasting and corporate action processing.

Fees will be calculated and billed on a monthly basis. The minimum annual fee
for custody related services is $15,000.

Should the nature of the account change dramatically, Boston Safe Deposit and
Trust Company reserves the right to re-negotiate its compensation based on the
situation that exists in the account at such time. If non-standard or special
services are requested, Boston Safe Deposit and Trust Company may negotiate
additional compensation accordingly.

GLOBAL CUSTODY NETWORK FEES

Assets held in specific countries will incur additional annualized asset-based
charges, plus transaction charges associated with each region.

Australia, Denmark Netherlands, France, Germany, Hong Kong, Italy, Japan,
Malaysia, Singapore, Spain, Switzerland, US and United Kingdom

8 basis points on assets
$25.00 per transaction
$15.00 per foreign exchange not executed with Boston Safe Deposit and Trust
Company

This Fee Schedule shall be effective as of April 1, 1997 through March 31, 1998.

(21)

<PAGE> 23

SCHEDULE B
----------

Out-of-pocket and pass-through fees include, but are not limited to,
wire charges, courier expenses, registration fees, stamp duties, etc. MMA Praxis
Mutual Funds is responsible for communications, hardware, and software to
support data transmission to/from Boston Safe Deposit and Trust Company.

(22)

<PAGE> 1

EXHIBIT 11

CONSENT OF INDEPENDENT ACCOUNTANTS

<PAGE> 2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective
Amendment No. 5 to the Registration Statement on Form N-1A (File No. 33-69724)
of MMA Praxis Mutual Funds of our reports dated February 14, 1997 on our
audits of the financial statements and financial highlights of MMA Praxis
Mutual Funds (comprising the Intermediate Income Fund and the Growth Fund) as
of December 31, 1996 and for the periods then ended. We also consent to the
reference to our Firm under the captions "Financial Highlights" and "Auditors"
in the prospectus and under the captions "Auditors" and "Financial Statements"
in the Statement of Additional Information relating to MMA Praxis Mutual Funds
in this Post-Effective Amendment No. 5 to the Registration Statement on Form
N-1A (File No. 33-69724).

COOPERS & LYBRAND L.L.P.

Columbus, Ohio
March 31, 1997

<ARTICLE> 6
<CIK> 0000912900
<NAME> MMA PRAXIS MUTUAL FUNDS
<SERIES>
<NUMBER> 001
<NAME> MMA PRAXIS INTERMEDIATE INCOME FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 26793102
<INVESTMENTS-AT-VALUE> 27145369
<RECEIVABLES> 513693
<ASSETS-OTHER> 19854
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 27678926
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 110918
<TOTAL-LIABILITIES> 110918
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27506924
<SHARES-COMMON-STOCK> 2800868
<SHARES-COMMON-PRIOR> 2308217
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 288
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 290895
<ACCUM-APPREC-OR-DEPREC> 352267
<NET-ASSETS> 27568008
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1680839
<OTHER-INCOME> 0
<EXPENSES-NET> 280061
<NET-INVESTMENT-INCOME> 1400778
<REALIZED-GAINS-CURRENT> 21386
<APPREC-INCREASE-CURRENT> (776579)
<NET-CHANGE-FROM-OPS> 645585
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1400778
<DISTRIBUTIONS-OF-GAINS> 5243
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 638171
<NUMBER-OF-SHARES-REDEEMED> 186152
<SHARES-REINVESTED> 40632
<NET-CHANGE-IN-ASSETS> 4098360
<ACCUMULATED-NII-PRIOR> 482
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 307808
<GROSS-ADVISORY-FEES> 127336
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 641459
<AVERAGE-NET-ASSETS> 25467288
<PER-SHARE-NAV-BEGIN> 10.17
<PER-SHARE-NII> .54
<PER-SHARE-GAIN-APPREC> (.33)
<PER-SHARE-DIVIDEND> .54
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.84
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000912900
<NAME> MMA PRAXIS MUTUAL FUNDS
<SERIES>
<NUMBER> 002
<NAME> MMA PRAXIS GROWTH FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 50058153
<INVESTMENTS-AT-VALUE> 58871736
<RECEIVABLES> 155978
<ASSETS-OTHER> 23711
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 59051425
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 144696
<TOTAL-LIABILITIES> 144696
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 49123228
<SHARES-COMMON-STOCK> 4340466
<SHARES-COMMON-PRIOR> 2559507
<ACCUMULATED-NII-CURRENT> 15369
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 954549
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8813583
<NET-ASSETS> 58906729
<DIVIDEND-INCOME> 830576
<INTEREST-INCOME> 232281
<OTHER-INCOME> 0
<EXPENSES-NET> 788077
<NET-INVESTMENT-INCOME> 274780
<REALIZED-GAINS-CURRENT> 2178561
<APPREC-INCREASE-CURRENT> 4711729
<NET-CHANGE-FROM-OPS> 7165070
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 264757
<DISTRIBUTIONS-OF-GAINS> 1413536
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2024654
<NUMBER-OF-SHARES-REDEEMED> 438149
<SHARES-REINVESTED> 194454
<NET-CHANGE-IN-ASSETS> 28001207
<ACCUMULATED-NII-PRIOR> 77
<ACCUMULATED-GAINS-PRIOR> 195203
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 334230
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1150064
<AVERAGE-NET-ASSETS> 45166250
<PER-SHARE-NAV-BEGIN> 12.07
<PER-SHARE-NII> .07
<PER-SHARE-GAIN-APPREC> 1.85
<PER-SHARE-DIVIDEND> .07
<PER-SHARE-DISTRIBUTIONS> .35
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.57
<EXPENSE-RATIO> 1.74
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>