SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[X] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ ] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL UNDER RULE 14A-12
THE CATHOLIC FUNDS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FILED BY REGISTRANT
(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN 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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date
[CATHOLIC FUND LETTERHEAD]
September 5, 2003
Dear Catholic Money Market Fund Shareholder:
I am writing to you about a matter of primary importance to all of our
Catholic Money Market Fund shareholders. We have appreciated the confidence you
have placed in us and your support of the Catholic Money Market Fund (the "Money
Market Fund," or the "Fund"). However, we believe that your interests would be
better served if the Money Market Fund were liquidated and discontinued.
The Catholic Money Market Fund was established as part of an original plan
to create a family of Catholic Funds. As part of that plan, the Catholic Funds
Board of Directors intended for the Money Market Fund to offer Catholic Funds
shareholders a safe investment at times when equity funds were riskier
investments, and to attract some assets that might ultimately be incorporated
into the equity funds. With the demise of the short term markets and the shift
in the long term plans of The Catholic Funds, the Catholic Money Market Fund has
not served its purpose or attracted the assets it sought. Catholic Financial
Services Corporation, the Money Market Fund's adviser, has been subsidizing the
Catholic Money Market Fund since its inception. Recently the subsidy has been
approximately $4,000 per month. Catholic Financial Services has indicated it no
longer is willing to subsidize the Money Market Fund at a loss. Shareholders of
Catholic Financial Services and entities affiliated with them own shares
representing approximately ___% of the voting securities of the Fund, and have
indicated their intention to vote in favor of the liquidation. Therefore
approval is virtually assured.
The Catholic Funds Board of Directors considered alternatives, but for
reasons discussed in more detail in the accompanying proxy statement, the
Catholic Funds Board ultimately determined that liquidation of the Money Market
Fund is the option that best serves the interests of the shareholders.
The attached proxy statement describes and seeks your approval of a Plan of
Liquidation (the "Plan") involving the liquidation and discontinuation the Money
Market Fund. As a result of the proposed liquidation, all of the investments of
the Money Market Fund will be sold and the proceeds distributed among
shareholders of the Fund.
Because the Fund maintains a stable net asset value of $1.00 per share, any
shareholders who continue to hold their shares through the date on which the
liquidation is completed will receive cash in an amount equal to $1.00 for each
of their shares of the Fund. Checks will be mailed to shareholders promptly
following the liquidation, and in any event within 30 days. Shareholders should
not realize any taxable gain or loss on their receipt of liquidation proceeds,
insofar as the tax basis in their shares should be the same as the $1.00 per
share liquidation value. The Fund will continue to sell and redeem its shares
in the ordinary course pending completion of the liquidation, so shareholders
who wish to redeem out of the Fund in advance of the liquidation and invest in
another money market fund will be free to do so.
We expect that the liquidation distribution will occur on or about
September 25, 2003. For the reasons outlined above and described in more detail
in the proxy statement, the Board of Directors of The Catholic Funds recommends
that you approve the Plan.
Please read the enclosed proxy statement carefully and cast your vote by
completing and returning the enclosed proxy card. To help avoid additional
expense, be sure to vote promptly. If you have any questions, please call us at
1-888-974-4486. We will be glad to help you.
Thank you for your consideration and continued support.
Sincerely,
/s/Theodore F. Zimmer
Theodore F. Zimmer
President
CATHOLIC MONEY MARKET FUND
(A SERIES OF THE CATHOLIC FUNDS, INC.)
1100 WEST WELLS STREET
MILWAUKEE, WISCONSIN 53233
1-877-222-2402
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
ON SEPTEMBER 19, 2003
To the Shareholders of the Catholic Money Market Fund:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of the
Catholic Money Market Fund (the "Fund"), a mutual fund series of The Catholic
Funds, Inc. ("The Catholic Funds"), will be held on September 19, 2003 at 8:00
A.M. Central Time, at the offices of Catholic Financial Services Corporation,
1100 West Wells Street, Milwaukee, Wisconsin. The purpose of the Meeting is to
consider and act upon the following proposal:
1. To approve a Plan of Liquidation (the "Plan") providing for the
liquidation and discontinuation of the Fund, including the sale of the
Fund's investments and distribution of proceeds to the Fund
shareholders.
2. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
The Board of Directors of The Catholic Funds has fixed the close of
business on August 22, 2003, as the record date for determining the shareholders
of the Fund entitled to notice of, and to vote at, the special meeting and any
adjournments thereof.
By Order of the Board of Directors
/s/Allan G. Lorge
Allan G. Lorge, Secretary
September 5, 2003
YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY
SHAREHOLDERS ARE URGED TO INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY
CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENCLOSED ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF A SECOND SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.
THE CATHOLIC MONEY MARKET FUND
(A SERIES OF THE CATHOLIC FUNDS, INC.)
1100 WEST WELLS STREET
MILWAUKEE, WISCONSIN 53233
1-877-222-2402
PROXY STATEMENT
SEPTEMBER 5, 2003
This proxy statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of The Catholic Funds, Inc. ("The Catholic
Funds") for use at a Special Meeting of Shareholders of The Catholic Money
Market Fund (the "Fund"), a series of The Catholic Funds, to be held at
8:00 A.M. Eastern Time on September 19, 2003, at the offices of Catholic
Financial Services Corporation, 1100 West Wells Street, Milwaukee, Wisconsin
(the "Meeting"). August 22, 2003 has been set as the record date for determin-
ing shareholders entitled to notice of and to vote at the Meeting (the "Record
Date"). Proxy materials are first being mailed to shareholders of the Fund on
or about September 5, 2003.
The primary purpose of the Meeting is to consider and vote on the Plan of
Liquidation (the "Plan") involving the liquidation and dissolution of the Fund.
A copy of the Plan is attached hereto as Appendix A.
----------
Pursuant to the Plan, the officers of the Fund will sell all of the
investments held by the Fund, will discharge all of the Fund's liabilities, and
will distribute the net proceeds to shareholders of the Fund on the date the
liquidation is completed. The Fund's operations will then be discontinued.
Because the Fund maintains a stable net asset value of $1.00 per share, any
shareholders who continue to hold their shares through the date on which the
liquidation is completed will receive cash in an amount equal to $1.00 for each
of their shares of the Fund. Checks will be mailed to shareholders promptly
following the liquidation, and in any event within 30 days. Shareholders should
not realize any taxable gain or loss on their receipt of liquidation proceeds,
insofar as the tax basis in their shares should be the same as the $1.00 per
share liquidation value. The Fund will continue to sell and redeem its shares
in the ordinary course pending completion of the liquidation, so shareholders
who wish to redeem out of the Fund in advance of the liquidation and invest in
another money market fund will be free to do so.
It is anticipated that the liquidation distribution will be completed on or
about September 25, 2003 (the "Liquidation Date").
The most recent Prospectus and Statement of Additional Information of the
Fund, each dated January 31, 2003 (the "Fund Prospectus" and the "Fund SAI,"
respectively), the Annual Report to Shareholders of the Fund for the year ended
September 30, 2002 and its Semiannual Report to Shareholders for the six months
ended March 31, 2003 (the "Fund Shareholder Reports") have been filed with the
Commission and may be obtained without charge by writing or calling the Fund at
the address and phone number shown above.
TABLE OF CONTENTS
PAGE
----
LIQUIDATION PROPOSAL........................................................4
Introduction...........................................................4
Required Vote..........................................................4
The Plan of Liquidation................................................5
Reasons for the Proposed Liquidation...................................5
Federal Tax and Other Aspects of the Liquidation.......................6
OTHER BUSINESS..............................................................7
OWNERSHIP OF FUND SHARES....................................................7
VOTING INFORMATION..........................................................7
MISCELLANEOUS...............................................................9
Auditors...............................................................9
Interests of Experts and Counsel.......................................9
Other Matters..........................................................9
LIQUIDATION PROPOSAL
This proxy statement is being furnished to the shareholders of the Fund in
connection with the solicitation of proxies by the Board of Directors of The
Catholic Funds to be used at a Special Meeting of Shareholders of the Fund to be
held on September 19, 2003 at 8:00 A.M. Central Time, at the offices of Catholic
Financial Services Corporation, 1100 West Wells Street, Milwaukee, Wisconsin.
The purpose of the Meeting is to consider and vote on the Plan of Liquidation
and the Liquidation it describes.
The following is a summary of certain information contained elsewhere in
this proxy statement (including the Plan of Liquidation attached hereto as
Appendix A). This summary is not intended to be complete and is qualified in
- ----------
all respects by reference to the more detailed information appearing elsewhere
in this proxy statement and the Plan of Liquidation.
INTRODUCTION
Shareholders of the Fund will be asked at the Meeting to approve the Plan
of Liquidation and the liquidation it describes, as discussed in more detail in
this proxy statement. If approved, the liquidation is expected to be completed
as of the close of business on or about September 25, 2003 or such other date as
the Board of Directors may determine (the "Liquidation Date"), assuming that all
conditions to closing have been satisfied.
The Fund is a mutual fund series of The Catholic Funds, Inc., a registered
open-end management investment company organized as a Maryland corporation. The
Catholic Funds is registered as a series investment company under the Investment
Company Act of 1940 (the "1940 Act"), and the Fund is one of two series.
Catholic Financial Services Corporation ("CFSC") is the investment adviser and
distributor of the Fund.
REQUIRED VOTE
In order to be approved, the Plan of Liquidation must receive the
affirmative vote of shareholders of the Fund who hold in the aggregate a
majority of all outstanding shares of the Fund as of the Record Date or, if
less, at least 67% of the shares of the Fund voted at the special meeting,
provided shareholders owning more than 50% of the Fund's outstanding shares are
present in person or represented by proxy at the special meeting. Abstentions
and broker non-votes (proxies from brokers or other nominee owners indicating
that such persons have not received instructions from the beneficial owners or
other persons entitled to vote the shares as to a matter with respect to which
the brokers or other nominee owners do not have discretionary voting power) will
be treated as present for purposes of determining the presence or absence of a
quorum, but will not be voted on the Plan of Liquidation, and accordingly will
have the same effect as votes cast against approval of the Plan of Liquidation.
-------
Shareholders of Catholic Financial Services Corporation and persons affiliated
with them beneficially own shares which, in the aggregate as of the Record Date,
represented approximately ___% of all shares of the Fund entitled to vote.
Those persons have indicated an intention to vote their shares in favor of the
Plan of Liquidation. Accordingly, approval of the Plan of Liquidation is
virtually assured.
THE PLAN OF LIQUIDATION
The Plan of Liquidation describes the essential terms of the proposed
liquidation and is set forth in full as Appendix A to this proxy statement.
----------
Pursuant to the Plan of Liquidation, the Fund will convert all of the assets of
the Fund to cash or cash equivalents will pay or otherwise discharge all of the
Fund's liabilities, and will then immediately make a distribution of all net
proceeds to the Fund shareholders. Accordingly, Fund shareholders who continue
to hold their shares through the Liquidation Date will receive an amount equal
to $1.00 for each of their shares. Following the Liquidation Date, the Fund
will cease to conduct business except as required to carry out the terms of the
Plan. Upon the payment of the liquidating distribution, all outstanding shares
will be deemed cancelled. The Fund will not assess any redemption fee against
the liquidating distribution paid to shareholders in redemption of their shares.
Because the Fund maintains a stable net asset value of $1.00 per share and
continually sells and redeems its shares at that amount, shareholders should
have a tax basis in each of their shares equal to $1.00. Therefore, upon
receipt by a shareholder of a liquidating distribution in the amount of $1.00
for each of his or her shares, the shareholders should recognize no taxable gain
or loss for federal income tax purposes.
REASONS FOR THE PROPOSED LIQUIDATION
The Fund commenced operations on January 7, 2000 as part of a plan to
create a family of funds under the umbrella of The Catholic Funds. The Catholic
Funds' Board of Directors had intended the Fund to be a safe investment for
shareholders during times of stock market volatility. The Board of Directors
had also hoped the Fund would attract assets which would later be invested in
equity funds within The Catholic Funds.
After the establishment of the Fund, pursuant to a shift in its strategic
plan, the Board of Directors of The Catholic Funds consolidated its three equity
funds into a single equity fund, the Catholic Equity Fund. At the same time,
short-term markets declined. The Fund failed to attract a satisfactory level of
assets. Because of the Fund's small size and the demise of the short-term
investment markets, the Fund has been unable to attain acceptable and
competitive yields. As a result, CFSC, the Fund's adviser, has been forced to
subsidize the Fund since its inception. The average rate of that subsidy
presently is approximately $4,000 per month. Catholic Financial Services
Corporation has indicated it no longer is willing to continue subsidizing the
Fund. After considering available options, the Board ultimately determined that
the proposed liquidation is the course of action that best serves the interests
of the shareholders.
Among others, the factors that the Board of Directors of The Catholic Funds
found most persuasive in determining that the liquidation is in the best
interests of the shareholders of the Fund include:
o The unlikelihood that the Fund will grow to the extent necessary
to enable it to generate competitive yields without
subsidization;
o The proliferation of larger money market funds with more
attractive yields and other more attractive short-term investment
alternatives that can readily meet our shareholders' needs for
short-term investment vehicles;
o Changes in the Board of Director's long term plans for The
Catholic Funds, which eliminate the need and strategic benefit of
maintaining a money market fund; and
o The Board's assessment that alternatives to the liquidation
either were not readily attainable or proved less desirable than
the liquidation, including, among others, obtaining fee
concessions from service providers and requesting a greater
subsidy from CFSC.
For these and other reasons, the Board of Directors of The Catholic Funds,
including all of the Directors who are not "interested persons" of The Catholic
Funds (as that term is defined in the 1940 Act), has concluded that the
liquidation is in the best interests of the shareholders of the Fund.
THE BOARD OF DIRECTORS OF THE CATHOLIC FUNDS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE FUND VOTE "FOR" APPROVAL OF THE PLAN OF LIQUIDATION.
FEDERAL TAX AND OTHER ASPECTS OF THE LIQUIDATION
Pursuant to the Plan and as discussed above, the Fund will sell its assets,
satisfy its liabilities and distribute the proceeds to the shareholders. The
Catholic Funds anticipates that the Fund will retain its qualification as a
regulated investment company under the Internal Revenue Code of 1986, as
amended, during the liquidation period and will not be taxed on any of its
income realized from this sale of assets.
Because the Fund maintains a stable net asset value of $1.00 per share, any
shareholders who continue to hold their shares through the date on which the
liquidation is completed will receive cash in an amount equal to $1.00 for each
of their shares of the Fund. Checks will be mailed to shareholders promptly
following the liquidation, and in any event within 30 days. Shareholders should
not realize any taxable gain or loss on their receipt of liquidation proceeds,
insofar as the tax basis in their shares should be the same as the $1.00 per
share liquidation value. The Fund will continue to sell and redeem its shares
in the ordinary course pending completion of the liquidation, so shareholders
who wish to redeem out of the Fund in advance of the liquidation and invest in
another money market fund will be free to do so.
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS TO DETERMINE THE FEDERAL,
STATE, AND OTHER INCOME TAX CONSEQUENCES OF RECEIVING THE LIQUIDATION
DISTRIBUTION WITH RESPECT TO THEIR PARTICULAR TAX CIRCUMSTANCES.
OTHER BUSINESS
The Board of Directors is not aware of any other matters to be presented at
the Meeting other than the proposal set forth in this Proxy Statement. If any
other business properly comes before the Meeting, the persons named in the
accompanying proxy will exercise their best judgment in deciding how to vote on
such matters.
OWNERSHIP OF FUND SHARES
As of the Record Date, the following persons owned of record or
beneficially 5% or more of the outstanding shares of the Fund:
Number of Percent of
Fund Shares the Fund's
Name and Address of Shareholder Owned Beneficially Outstanding Shares
- ------------------------------- ------------------ ------------------
Catholic Knights ___%
1100 West Wells Street
Milwaukee, Wisconsin 53233
Catholic Order of Foresters ___%
355 Shuman Blvd.
Naperville, Illinois 60563
Catholic Financial Services Corporation ___%
1100 West Wells Street
Milwaukee, Wisconsin 53233
To the knowledge of CFSC, the beneficial ownership of shares of the Fund by
the officers and directors of CFSC as a group constituted less than 1% of the
outstanding shares of the Fund.
VOTING INFORMATION
Solicitation of proxies will be conducted principally by the mailing of
this proxy statement and prospectus and the accompanying proxy card. Proxies
also may be solicited in person, or by telephone or facsimile, or, without
special compensation, by officers of The Catholic Funds or by officers and
employees of CFSC. Upon request, the Fund will reimburse brokers, dealers,
banks and voting Directors, or their nominees, for reasonable expenses incurred
in forwarding copies of the proxy materials to the beneficial owners of shares
which such persons hold of record.
Any proxy which is properly executed and returned in time to be voted at
the Meeting will be voted in accordance with the instructions marked thereon.
In the absence of such instructions, the proxy will be voted "FOR" approval of
the Plan of Liquidation. The duly appointed proxies may, in their discretion,
vote upon such other matters as may come before the Meeting or any adjournments
thereof. A shareholder may revoke his or her proxy at any time prior to its
exercise by delivering written notice of revocation to the Secretary of The
Catholic Funds or by executing and delivering a later dated proxy to The
Catholic Funds or by attending the Meeting in person to vote the shares of the
Fund held by such shareholder.
The presence at the Meeting, in person or by proxy, of shareholders
representing one-third of all Fund shares outstanding and entitled to vote on
the proposal constitutes a quorum for the transaction of business. Abstentions
and broker non-votes (proxies from brokers or other nominee owners indicating
that such persons have not received instructions from the beneficial owners or
other persons entitled to vote the shares as to a matter with respect to which
the brokers or other nominee owners do not have discretionary power to vote)
will be treated as present for purposes of determining the presence or absence
of a quorum.
Approval of the Plan of Liquidation requires the affirmative vote of the
holders of a majority of the outstanding shares of the Fund, as defined in the
1940 Act. The 1940 Act defines the majority of the outstanding shares of the
Fund as the lesser of:
(i) 67% or more of the voting shares of the Fund present in person or by
proxy at the Meeting, provided the holders of more than 50% of all
outstanding shares entitled to vote are present in person or
represented by proxy at the meeting; or
(ii) the affirmative vote of shareholders of the Fund who hold more than
50% of all outstanding shares of the Fund.
Accordingly, abstentions and broker non-votes will have the same effect as
votes cast against the Plan of Liquidation. At the Record Date, shareholders of
-------
Catholic Financial Services Corporation and persons affiliated with them owned
approximately ___% of all outstanding shares of the Fund, and have indicated
their intention to vote their shares in favor of the Plan of Liquidation.
Accordingly, approval of the Plan of Liquidation is virtually assured.
In the unlikely event that sufficient votes in favor of the proposal are
not received by the scheduled time of the Meeting, the persons named as proxies
in the enclosed proxy may propose and vote in favor of one or more adjournments
of the Meeting in order to permit further solicitation of proxies without the
necessity of further notice. Any such adjournment will require the affirmative
vote of a majority of the shares present at the session of the Meeting to be
adjourned.
Shareholders of record of the Fund at the close of business on the Record
Date will be entitled to notice of and to vote at the Meeting or any adjournment
thereof. Each shareholder will be entitled to one vote for each his or her
shares (and a fractional vote for each fractional share) on each matter
presented at the Meeting. As of the Record Date, there were a total of _____
shares of the Fund outstanding.
Under Maryland law, shareholders of the Fund will not be entitled to any
appraisal or similar rights in connection with the liquidation. However,
shareholders may redeem their shares of the Fund at a price of $1.00 per share
prior to the closing of the proposed liquidation in the manner specified in the
Fund Prospectus.
MISCELLANEOUS
AUDITORS
PricewaterhouseCoopers, LLP serves as independent accountants and auditors
to the Fund. PricewaterhouseCoopers, LLP has no direct or indirect financial
interest in The Catholic Funds, except for the fees it receives as auditors and
independent public accountants. No representative of PricewaterhouseCoopers,
LLP is expected to be present at the Meeting.
INTERESTS OF EXPERTS AND COUNSEL
No expert or counsel named herein has a substantial interest in the Fund,
The Catholic Funds, CFSC, the liquidation, or any other transaction contemplated
by this proxy statement.
OTHER MATTERS
The Board of Directors of The Catholic Funds has not been informed and is
not aware that any other matter will be brought before the Meeting. However,
unless expressly indicated otherwise on the enclosed form of proxy, proxies may
be voted with discretionary authority with respect to any other matter that may
properly be presented at the Meeting or any adjournment thereof. Shareholders
of the Fund wishing to submit proposals for inclusion in a proxy statement and
form of proxy for any future shareholder meetings should send their written
proposals to the Secretary of The Catholic Funds, 1100 West Wells Street,
Milwaukee, Wisconsin 53233.
APPENDIX A
THE CATHOLIC FUNDS, INC.
CATHOLIC MONEY MARKET FUND
PLAN OF LIQUIDATION
The following Plan of Liquidation (the "Plan") of the Catholic Money Market
Fund (the "Fund") was unanimously adopted by the Board of Directors of The
Catholic Funds, Inc. on August 13, 2003, subject to the approval of the Plan at
a special meeting of the shareholders by the affirmative vote of the holders of
a "majority of the outstanding voting securities" of the Fund (as that phrase is
defined in the Investment Company Act of 1940) as of the Record Date.
Article I. Actions to be Taken Prior to Liquidation of the Fund:
(a) As directed by the Board of Directors, the Fund shall proceed with
the business of winding up its affairs.
(b) The proper officers of the Fund are hereby authorized to perform
such acts, execute and deliver such documents, and do all the
things as may be reasonably necessary or advisable to complete the
liquidation and dissolution of the Fund, including, but not
limited to, the following: (i) fulfill or discharge the contracts
of the Fund; (ii) collect the Fund's assets; (iii) sell, convey,
assign, exchange, transfer or otherwise dispose of all or any part
of the remaining property and assets of the Fund to one or more
persons at public or private sale for consideration which may
consist in whole or in part of cash, securities or other property
of any kind; (iv) discharge or pay the liabilities of the Fund;
(v) prosecute, settle or compromise claims of the Fund or to which
the Fund is subject; (vi) file final state and federal tax returns
and any amendments thereto; and (vii) do or cause to be done all
other acts necessary or appropriate to liquidate the business of
the Fund.
Article II. State and Regulatory Filings; Delisting
(a) The proper officer(s) shall prepare (or have prepared) and file
with the Maryland Department of Assessments and Taxation Articles
Supplementary to The Catholic Funds, Inc.'s Articles of
Incorporation reflecting the elimination of the series of The
Catholic Funds, Inc.'s Common Stock known as the Catholic Money
Market Fund.
(b) The proper officer(s) shall make any other filings that are
required under the Maryland General Corporation Law in order for
the Fund to be liquidated.
(c) The proper officer(s) will notify the Commodity Futures Trading
Commission and the National Futures Association of the Fund's
termination, if necessary or appropriate.
Article III. Liquidation Procedures
(a) The proper officer(s) of the Fund shall apply the Fund's assets to
the payment, satisfaction and discharge of all existing debts and
obligations of the Fund, including necessary expenses of
liquidation.
(b) The proper officer(s) of the Fund may, if such officers deem it
appropriate, establish a reserve to meet the costs of its
liquidation, including its required tax filings, and any
contingent liabilities of the Fund, including any claims or
actions to which the Fund is or may be subject, and any amount
that is placed in such reserve shall be deducted from the net
assets distributable to shareholders until the contingent
liabilities have been settled or otherwise determined and
discharged.
(c) The proper officer(s) of the Fund shall cause to be prepared a
notice to shareholders to prove their interests in the Fund, and
to mail such notice on the date set by the proper officers of the
Fund for the consummation of the liquidation of the Fund
contemplated by this Plan (the "Liquidation Date"), together with
a check in an amount equal to the aggregate net asset value of
such shareholder's Fund shares determined as of the Liquidation
Date in accordance with the Fund's valuation policies.
(d) In the event that the Fund is unable to distribute all of the net
assets distributable to shareholders because of the inability to
locate shareholders to whom liquidation distributions are payable,
the proper officer(s) of the Fund may create in the name and on
behalf of the Fund a liquidation trust with a financial
institution and, subject to applicable abandoned property laws,
deposit any remaining assets of the Fund in such trust for the
benefit of the shareholders that cannot be located. The expense
of any such trust shall be charged against the assets held
therein.
THE CATHOLIC MONEY MARKET FUND
(A SERIES OF THE CATHOLIC FUNDS, INC.)
REVOCABLE PROXY FOR SPECIAL MEETING OF SHAREHOLDERS. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Daniel Steininger, Allan Lorge or Theodore
Zimmer, and each of them, proxy, with full power of substitution, to vote all
shares of stock the undersigned is entitled to vote at the Special Meeting of
Shareholders of The Catholic Money Market Fund to be held at the offices of
Catholic Financial Services Corporation, 1100 West Wells Street, Milwaukee,
Wisconsin, on September 19, 2003 at 8:00 A.M. Central Time, or at any
adjournment thereof, with respect to the matters set forth on this proxy and
described in the Notice of Special Meeting and Proxy Statement, receipt of which
is hereby acknowledged.
SHARES LISTED BELOW REPRESENT THE TOTAL NUMBER OF THE FUND SHARES REGISTERED IN
THE NAME PRINTED BELOW.
Dated: , 2003
--------------------------
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(Please sign exactly as name appears at left.)
(If stock is owned by more than one person, all
owners should sign. Persons signing as executors,
administrators, trustees or in similar capacities
should so indicate.)
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL
[X]
PLEASE DO NOT USE FINE POINT PENS.
Shares represented by this proxy will be voted as directed by the stockholder.
IF NO DIRECTION IS SUPPLIED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
---
The Board of Directors recommends that you vote for Proposal 1.
---
FOR AGAINST ABSTAIN
1. To approve a Plan of Liquidation (the "Plan") [ ] [ ] [ ]
involving The Catholic Money Market Fund (the
"Fund"), providing for the liquidation and
discontinuation of the Fund, including the sale
of the Fund's investments and distribution of
proceeds to the Fund shareholders.
2. In their discretion, the proxies are authorized
to vote on such other matters as may properly
come before the meeting.