AQUINAS FUNDS INC
DEFA14A, 2000-08-25
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                            SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[  ]   Preliminary Proxy Statement
[  ]   Confidential, for Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
[  ]   Definitive Proxy Statement
[x ]   Definitive Additional Materials
[  ]   Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

                             The Aquinas Funds, Inc.
                (Name of Registrant as Specified in its Charter)
           ----------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.   Title of each class of securities to which transaction applies:

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     calculated and state how it was determined):

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5.   Total fee paid:

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
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<PAGE>

Dear Shareholder:

Effective November 1, 2000, the Aquinas Balanced Fund, one of the four mutual
funds managed by Aquinas Investment Advisors, Inc.,* is being converted into the
Aquinas Small Cap Fund. Since the Balanced Fund will no longer exist after
November 1, 2000, we will be contacting you in the near future with suggestions
on how to redistribute your existing investment in the Balanced Fund in a manner
that best meets your interest and wishes.

As part of the conversion of the Balanced Fund into the Small Cap Fund, the
Balanced Fund's shareholders are being asked to approve a new investment
advisory agreement with Aquinas Investment Advisors, Inc. The details are
described in the enclosed proxy statement. It is important that you vote and
return your proxy even if you intend to redistribute your investment in the
Balanced Fund.

In addition, the enclosed proxy statement details the Aquinas Small Cap Fund's
intention to include a 12b-1 fee (effective November 1, 2000). This fee, which
requires shareholder approval, will be used to provide marketing support to
increase distribution of the Fund's shares.

Finally, you are also being asked to elect seven directors to oversee the
management of the Aquinas Funds. Please mark your ballot clearly and return it
promptly.

If you have any questions, Aquinas management stands ready to assist you. An
Aquinas representative will be contacting you shortly to answer any question
that you might have and to assist you in reallocating your investment. However,
if you have questions that you wish answered immediately, please feel free to
contact us toll-free at 877-AQUINAS.

We look forward to speaking to you in the near future and assisting you in every
way possible. Thank you for your past and future loyalty to the Aquinas Funds
and our mission to support Catholic and family values while helping you achieve
a reasonable return on your investment.

Sincerely,



Frank Rauscher,
President


*Aquinas Investment Advisors, Inc. is a wholly owned subsidiary of The Catholic
Foundation, headquartered in Dallas, Texas.

<PAGE>

Dear Shareholder:

As of October 1, 2000, the Aquinas Equity Growth Fund, one of the four mutual
funds managed by Aquinas Investment Advisors, Inc.,* is changing its name to the
Aquinas Growth Fund. The reason for the name change is simply to help investors
more clearly identify the investment style the Fund employs. The name change is
not intended to imply, or infer a change in the Fund's basic investment strategy
or risk profile.

In addition to announcing the name change, the enclosed proxy statement details
the Aquinas Growth Fund's request for the option to include a 12b-1 fee. Please
note that this is only an option and will not be automatically instigated. This
fee, which requires shareholder approval, will only be activated if and/or when
our Board of Directors believes it is necessary to give marketing support to
increase distribution with the ultimate goal of lowering your Fund's expense
ratio.

Finally, you are also being asked to elect seven directors to oversee the
management of the Aquinas Funds. Please mark your ballot clearly and return it
promptly.

For your convenience, a proxy card requiring your signature has been included
with the enclosed proxy statement. Read the proxy statement carefully, then sign
and return the proxy card. If you have any questions, please fee free to contact
us toll free at 877-AQUINAS.

We look forward to assisting you in every way possible. Thank you for your past
and future loyalty to the Aquinas Funds and our mission to support Catholic and
family values while helping you achieve a reasonable return on your investment.

Sincerely,



Frank Rauscher,
President


*Aquinas Investment Advisors, Inc. is a wholly owned subsidiary of The Catholic
Foundation, headquartered in Dallas, Texas.
<PAGE>

Dear Shareholder:

As of October 1, 2000, the Aquinas Equity Income Fund, one of the four mutual
funds managed by Aquinas Investment Advisors, Inc.,* is changing its name to the
Aquinas Value Fund. The reason for the name change is simply to help investors
more clearly identify the investment style the Fund employs. The name change is
not intended to imply, or infer a change in the Fund's basic investment strategy
or risk profile.

In addition to announcing the name change, the enclosed proxy statement details
the Aquinas Value Fund's request for the option to include a 12b-1 fee. Please
note that this is only an option and will not be automatically instigated. This
fee, which requires shareholder approval, will only be activated if and/or when
our Board of Directors believes it is necessary to give marketing support to
increase distribution with the ultimate goal of lowering your Fund's expense
ratio in the future.

Finally, you are also being asked to elect seven directors to oversee the
management of the Aquinas Funds. Please mark your ballot clearly and return it
promptly.

For your convenience, a proxy card requiring your signature has been included
with the enclosed proxy statement. Read the proxy statement carefully, then sign
and return the proxy card. If you have any questions, please fee free to contact
us toll free at 877-AQUINAS.

We look forward to assisting you in every way possible. Thank you for your past
and future loyalty to the Aquinas Funds and our mission to support Catholic and
family values while helping you achieve a reasonable return on your investment.

Sincerely,



Frank Rauscher,
President


*Aquinas Investment Advisors, Inc. is a wholly owned subsidiary of The Catholic
Foundation, headquartered in Dallas, Texas.

<PAGE>

Dear Shareholder:

The Aquinas Fixed Income Fund, one of the four mutual funds managed by Aquinas
Investment Advisors, Inc.,* is requesting the option to include a 12b-1 fee.
Please note that this is only an option and will not be automatically
instigated. This fee, which requires shareholder approval, will only be
activated if and/or when our Board of Directors believes it is necessary to give
marketing support to increase distribution with the ultimate goal of lowering
your Fund's expense ratio.

Additionally, you are also being asked to elect seven directors to oversee the
management of the Aquinas Funds. Please mark your ballot clearly and return it
promptly.

For your convenience, a detailed proxy statement and proxy card requiring your
signature has been enclosed. Read the proxy statement carefully, then sign and
return the proxy card. If you have any questions, please fee free to contact us
toll free at 877-AQUINAS.

We look forward to assisting you in every way possible. Thank you for your past
and future loyalty to the Aquinas Funds and our mission to support Catholic and
family values while helping you achieve a reasonable return on your investment.

Sincerely,



Frank Rauscher,
President





*Aquinas Investment Advisors, Inc. is a wholly owned subsidiary of The Catholic
Foundation, headquartered in Dallas, Texas.



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