UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT ON REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811-09177 THE CATHOLIC FUNDS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) 1100 WEST WELLS STREET MILWAUKEE, WISCONSIN 53233 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE) THEODORE F. ZIMMER, ESQ., PRESIDENT THE CATHOLIC FUNDS, INC. 1100 WEST WELLS STREET MILWAUKEE, WISCONSIN 53233 (NAME AND ADDRESS OF AGENT FOR SERVICE) WITH A COPY TO: FREDRICK G. LAUTZ, ESQ. QUARLES & BRADY LLP 411 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (414) 278-6500 DATE OF FISCAL YEAR END: SEPTEMBER 30, 2004 DATE OF REPORTING PERIOD: SEPTEMBER 30, 2004 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles. A registrant is required to disclose the information specified by Form N- CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ITEM 1. REPORTS TO STOCKHOLDERS (THE CATHOLIC FUNDS(R) LOGO) GIVING VOICE TO CATHOLIC VALUES(SM) THE CATHOLIC EQUITY FUND ANNUAL REPORT SEPTEMBER 30, 2004 The Catholic Funds 1-877-222-2402 THANK YOU FOR CALLING THE CATHOLIC FUNDS. PLEASE SELECT FROM THE FOLLOWING SEVEN CHOICES: o FOR FUND PRICES ------------------------------------------- PRESS 1 o TO WORK WITH FUNDS YOU OWN -------------------------------- PRESS 2 o TO ORDER DUPLICATE ACCOUNT STATEMENTS OR CHECKBOOKS ---------------------------------- PRESS 3 o FOR FUND OBJECTIVES, FUND LITERATURE AND WATCHLIST INFORMATION --------------------------------- PRESS 4 o FOR MAILING, WIRING AND INTERNET INFORMATION -------------------------------------- PRESS 5 o FOR YEAR-END ACCOUNT INFORMATION -------------------------- PRESS 6 o TO RETURN TO THE MAIN OR PREVIOUS MENU -------------------- PRESS * o IF AT ANY TIME DURING THIS CALL YOU WOULD LIKE TO SPEAK TO A CUSTOMER SERVICE REPRESENTATIVE ------------------------------------ PRESS 0 2 Letter to Shareholders 3 The Catholic Equity Fund 6 Allocation of Portfolio Assets 7 Schedule of Investments 16 Schedule of Futures Contracts 17 Statement of Assets & Liabilities 18 Statement of Operations 19 Statements of Changes in Net Assets 20 Financial Highlights 23 Notes to Financial Statements 29 Report of Independent Registered Public Accounting Firm 30 Directors and Officers Letter to Shareholders Dear Shareholder, THE ANNUAL REPORT -- The enclosed annual report of the Catholic Equity Fund covers the 12-month period that ended September 30, 2004. In it you will find information about the Fund's holdings and performance, as well as commentary on market conditions. You will see that the Fund's financial statements are audited by PricewaterhouseCoopers LLP, a major accounting firm that enjoys national recognition for its significant expertise and experience in the mutual fund field. We would also like you to know that the Securities and Exchange Commission (SEC) and National Association of Securities Dealers (NASD) recently did routine reviews and found nothing of concern in regard to our compliance with applicable securities laws and regulations. ADVOCACY PROGRAM -- In the latest Your Catholic Voice newsletter that you received last month, we reported on our advocacy philosophy and on our advocacy activities for the shareholder-resolution year that ended June 30, 2004. We are even more active in the current resolution year. We have already filed new resolutions with thirteen companies who we believe have been paying their CEOs at extremely high levels. We have filed three other resolutions, two of which deal with the treatment of workers and one with the harm to young people caused by sympathetic depictions of smoking in movies. We expect to join in dialogues with these and other companies. FOR MORE INFORMATION -- We invite you to read our four articles (that we call monographs) that further explain our philosophy and positions. You can obtain them on the Internet (www.catholicfunds.com) or by calling 414-278-6550. Our Internet site has other interesting information as well. Thank you for your continued trust and investment. /s/Daniel J. Steininger /s/Theodore F. Zimmer Daniel J. Steininger Theodore F. Zimmer Chairman of the Board President An investment in The Catholic Equity Fund involves risk. The principal value and investment returns will fluctuate, and an investor's shares, when redeemed, may be worth more or less than their original cost. An investor should consider the Fund's investment objectives, risks, and charges and expenses carefully before you invest or send money. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc., and has been licensed for use by The Catholic Equity Fund. The Catholic Equity Fund is not sponsored, endorsed, sold or promoted by Standard and Poor's and Standard and Poor's makes no representation regarding the advisability of investing in the Fund. The Fund seeks to match the index, but performance can be expected to differ by a small percentage representing operating costs and the exclusion of companies that participate in abortion (currently four). An investment cannot be made directly in the Index. The Catholic Church has not sponsored or endorsed The Catholic Equity Fund nor approved or disapproved of the Fund as an investment. The Catholic Equity Fund is distributed through Catholic Financial Services Corporation, 1100 W. Wells St., Milwaukee, WI 53233, (414) 278-6550, of which Dan Steininger and Ted Zimmer are registered representatives. Member NASD and SIPC. The Catholic Equity Fund MANAGEMENT: Mellon Equity Associates is an independently run, wholly owned subsidiary of Mellon Financial Corporation located in Pittsburgh, Pennsylvania. It has advised passive and active accounts for institutional and individual clients since 1983. Today, it manages over $19 billion in assets for 97 clients. The portfolio manger, Thomas Durante joined Mellon Equity Associates in January 2000. In addition to the Catholic Equity Fund, Tom manages several index accounts at Mellon Equity. Tom is a Chartered Financial Analyst and has earned a BS in accounting from Fairfield University in 1982. MARKET COMMENTARY For the year ended September 2004, Catholic Equity Fund ("Fund") produced a total return of 12.70% (Class A without sales load), compared to a return of the S&P 500 Composite Stock Price Index ("Index") of 13.87%. The primary difference between the Fund's performance and the Index's return is attributable to expenses and the net effect of the sampling strategy to compensate for the securities excluded under our sanctity of life screen. The strongest returns for the Fund occurred in the first half of the period as the S&P 500 reached a high in February. Since then the market has remained locked in a trading range as investors weigh the improving economy against the uncertainty of the future political and economic environment. On a positive note, the S&P 500 realized record earnings partially due to low inflation, low interest rates, persistent consumer spending and strong growth as measured by GDP. The uncertainty that weighs on the market is due primarily to the geopolitical risks and uncertainty that persisted about the outcome of the election in the United States. The geopolitical risks had a direct effect on the dramatic increase in the price of oil as output from Iraq has been limited and there is uncertainty of future oil supply disruptions. This caused many economists to predict a deceleration towards near-trend economic growth for 2005. The sectors that provided the greatest contribution to return were interest sensitive and producer goods and services. These sectors benefited from the low interest rate environment and the increase in demand from emerging markets, most notably China and India. Energy stocks also provided excellent returns, as the price of crude climbed and refining capacity was limited. Within the technology sector, semiconductors performed poorly as companies delayed new products and saw their profit margins begin to erode. Drug stocks also performed poorly as many large pharmaceutical companies are having difficulties replacing the revenues generated from blockbuster drugs whose patents will be expiring in the near future. Overall, the Fund, for the year ended September 30, 2004, had solid returns, which reflected an improving economy, very favorable business conditions in the United States and increasing global demand. There are concerns about inflation and a deceleration in global growth due to surging oil and commodity prices. The Federal Reserve Bank has maintained that it will take a measured approach regarding changing interest rates in order to avoid stalling the recovery. THE CATHOLIC EQUITY FUND - CLASS A GROWTH OF A $10,000 INVESTMENT The Catholic Equity The Catholic Equity Date Fund - Class A Fund - Class A w/load S&P 500 Index ---- -------------- --------------------- ------------- 5/3/1999 $10,000 $9,600 $10,000 6/30/1999 $10,290 $9,878 $10,306 9/30/1999 $9,690 $9,302 $9,663 12/31/1999 $10,855 $10,421 $11,101 3/31/2000 $11,155 $10,709 $11,356 6/30/2000 $10,945 $10,507 $11,055 9/30/2000 $10,965 $10,526 $10,948 12/31/2000 $10,302 $9,890 $10,092 3/31/2001 $9,338 $8,964 $8,895 6/30/2001 $10,000 $9,600 $9,416 9/30/2001 $8,464 $8,126 $8,034 12/31/2001 $9,385 $9,010 $8,893 3/31/2002 $9,334 $8,961 $8,917 6/30/2002 $8,044 $7,723 $7,722 9/30/2002 $6,632 $6,367 $6,388 12/31/2002 $7,208 $6,920 $6,927 3/31/2003 $6,962 $6,684 $6,709 6/30/2003 $8,020 $7,699 $7,742 9/30/2003 $8,204 $7,876 $7,947 12/31/2003 $9,163 $8,794 $8,912 3/31/2004 $9,298 $8,923 $9,063 6/30/2004 $9,453 $9,072 $9,219 9/30/2004 $9,246 $8,873 $9,047 AVERAGE ANNUAL RETURNS September 30, 2004 Since Inception 1 Year Inception Date ------ --------- --------- Class A (without sales load) 12.70% -1.44% 5/3/99 Class A (with sales load) 8.23% -2.18% 5/3/99 S&P 500 Index 13.87% -2.10% 5/3/99 Class C (without sales load) 12.39% 0.34% 4/9/02 Class C (with sales load) 11.39% 0.34% 4/9/02 S&P 500 Index 13.87% 1.64% 4/9/02 Class I 12.89% 0.35% 4/3/02 S&P 500 Index 13.87% 1.37% 4/3/02 Performance information prior to April 3, 2002 reflects performance of The Catholic Disciplined Capital Appreciation Fund, which had a similar, but not identical, investment program to that of the Catholic Equity Fund. Past performance is not an indication of future results. Investment return and principal value will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. At various times, the Fund's adviser waived its management fees and/or reimbursed Fund expenses. Had the adviser not done so, the Fund's total return would have been lower. Class A performance has been restated to reflect the maximum sales charge of 4%. Class C performance reflects the maximum contingent sales charge (CDSC) of 1% terminating one year after the purchase of shares. Class I shares have no sales load and are for institutional shareholders only. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The S&P 500 is an unmanaged index comprised of 500 common stocks representative of the stock market as a whole. It is not possible to invest directly in an index. Current performance may be lower or higher than the performance data quoted. Performance data current to the most recent month-end can be found at our website, www.CatholicFunds.com September 30, 2004 Ticker Symbols Net Asset Values -------------- ---------------- Equity A CTHQX $8.95 Equity C CTHSX $8.90 Equity I CTHRX $8.96 TOP 10 HOLDINGS As of September 30, 2004 Percentage of Rank Ticker Security Name Net Assets - ---- ------ ------------- ---------- 1 GE General Electric Company 3.36% 2 XOM Exxon Mobil Corporation 2.97% 3 MSFT Microsoft Corporation 2.85% 4 C Citigroup Inc. 2.16% 5 WMT Wal-Mart Stores, Inc. 2.14% 6 JNJ Johnson & Johnson 1.92% 7 AIG American International Group, Inc. 1.68% 8 BAC Bank of America Corporation 1.66% 9 IBM International Business Machines Corporation (IBM) 1.40% 10 JPM JPMorgan Chase & Co. 1.34% EXPENSE EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments including payments made with the proceeds of dividends or other distributions made by the Fund; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from April 1, 2004, to September 30, 2004. The example reflects the Adviser's fee waivers and expense reimbursements in effect during this period. ACTUAL EXPENSES For each class, the first line of the table below provides information about actual account values and actual expenses, after fee waivers and expense reimbursements. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES For each class, the second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio, after fee waivers and expense reimbursements and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expense you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table for each class is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. EXPENSE EXAMPLES Expenses Paid During Beginning Account Ending Account Period1<F1> (4/1/2004 to Value (4/1/2004) Value (9/30/2004) 9/30/2004) ---------------- ----------------- ------------------------ Class A Actual $1000.00 $ 994.40 $4.47 Class A Hypothetical (5% return before expenses) $1000.00 $1020.25 $4.80 Class C Actual $1000.00 $ 993.30 $5.98 Class C Hypothetical (5% return before expenses) $1000.00 $1019.00 $6.06 Class I Actual $1000.00 $ 995.60 $3.49 Class I Hypothetical (5% return before expenses) $1000.00 $1021.50 $3.54 1<F1> Expenses are equal to the Fund's annualized expense ratio of 0.95%, 1.20% and 0.70% for Class A, Class C and Class I, respectively, multiplied by the average account value over the period, multiplied by the number of days in the most recent half-year/366 days (to reflect the one-half year period). ALLOCATION OF PORTFOLIO ASSETS (Calculated as a Percentage of Net Assets1<F2>) Financials2<F3> 20.41% Information Technology2<F3> 15.48% Health Care2<F3> 12.92% Industrials2<F3> 11.52% Consumer Discretionary2<F3> 10.96% Consumer Staples2<F3> 10.51% Energy2<F3> 7.30% Telecommunications Services2<F3> 3.59% Materials2<F3> 3.05% Utilities2<F3> 2.81% Futures Contracts 1.57% U.S. Treasury Bill 0.10% 1<F2> Total Net Assets on September 30, 2004 were $32,030,756 2<F3> Sectors based on Global Industry Classification Standard (GICS(R)) SCHEDULE OF INVESTMENTS SEPTEMBER 30, 2004 THE CATHOLIC EQUITY FUND Common Stocks (98.5%) Shares Value - --------------------- ------ ----- 3M Co. 2,380 $190,329 Abbott Laboratories 6,050 256,278 ACE Limited 850 34,051 ADC Telecommunications, Inc.* <F4> 2,200 3,982 Adobe Systems Incorporated 700 34,629 Adolph Coors Company 100 6,792 Advanced Micro Devices, Inc.* <F4> 1,000 13,000 The AES Corporation*<F4> 1,900 18,981 Aetna Inc. 500 49,965 Affiliated Computer Services, Inc. - Class A*<F4> 400 22,268 AFLAC INCORPORATED 1,490 58,423 Agilent Technologies, Inc.* <F4> 1,450 31,276 Air Products and Chemicals, Inc. 650 35,347 Alberto-Culver Company 300 13,044 Albertson's, Inc. 1,050 25,127 Alcoa Inc. 2,600 87,334 Allegheny Energy, Inc.* <F4> 300 4,788 Allegheny Technologies, Inc. 300 5,475 Allergan, Inc. 765 55,501 Allied Waste Industries, Inc.* <F4> 900 7,965 The Allstate Corporation 2,140 102,699 ALLTEL Corporation 890 48,870 Altera Corporation*<F4> 1,150 22,505 Altria Group, Inc. 6,250 294,000 Ambac Financial Group, Inc. 350 27,982 Amerada Hess Corporation 250 22,250 Ameren Corporation 600 27,690 American Electric Power Company, Inc. 1,150 36,754 American Express Company 3,950 203,267 American International Group, Inc. 7,902 537,257 American Power Conversion Corporation 550 9,565 American Standard Companies Inc.* <F4> 600 23,346 AmerisourceBergen Corporation 657 35,287 Amgen Inc.* <F4> 3,840 217,651 AmSouth Bancorporation 1,050 25,620 Anadarko Petroleum Corporation 750 49,770 Analog Devices, Inc. 1,150 44,597 Andrew Corporation*<F4> 400 4,896 Anheuser-Busch Companies, Inc. 2,400 119,880 Anthem, Inc.* <F4> 400 34,900 Aon Corporation 850 24,429 Apache Corporation 1,032 51,714 Apartment Investment & Management Company 300 10,434 Apollo Group, Inc. - Class A*<F4> 600 44,022 Apple Computer, Inc.* <F4> 1,150 44,562 Applera Corporation - Applied Biosystems Group 550 10,379 Applied Materials, Inc.* <F4> 5,100 84,099 Applied Micro Circuits Corporation*<F4> 900 2,817 Archer-Daniels-Midland Company 1,850 31,413 Ashland Inc. 200 11,216 AT&T Corp. 2,300 32,936 AT&T Wireless Services Inc.* <F4> 8,200 121,196 Autodesk, Inc. 300 14,589 Automatic Data Processing, Inc. 1,800 74,376 AutoNation, Inc.* <F4> 750 12,810 AutoZone, Inc.* <F4> 275 21,244 Avaya Inc.* <F4> 1,300 18,122 Avery Dennison Corporation 350 23,023 Avon Products, Inc. 1,500 65,520 Baker Hughes Incorporated 1,050 45,906 Ball Corporation 400 14,972 Bank of America Corporation 12,302 533,046 The Bank of New York Company, Inc. 2,300 67,091 C.R. Bard, Inc. 400 22,652 Bausch & Lomb Incorporated 200 13,290 Baxter International Inc. 1,750 56,280 BB&T Corporation 1,650 65,489 The Bear Stearns Companies Inc. 290 27,889 Becton, Dickinson and Company 750 38,775 Bed Bath & Beyond Inc.* <F4> 915 33,956 BellSouth Corporation 5,500 149,160 Bemis Company, Inc. 300 7,974 Best Buy Co., Inc. 1,000 54,240 Big Lots, Inc.* <F4> 300 3,669 Biogen Idec Inc.* <F4> 1,060 64,840 Biomet, Inc. 750 35,160 BJ Services Company 440 23,060 The Black & Decker Corporation 300 23,232 BMC Software, Inc.* <F4> 650 10,277 The Boeing Company 2,500 129,050 Boise Cascade Corporation 200 6,656 Boston Scientific Corporation*<F4> 2,480 98,530 Bristol-Myers Squibb Company 8,850 209,480 Broadcom Corporation - Class A*<F4> 950 25,926 Brown-Forman Corporation - Class B 400 18,320 Brunswick Corporation 300 13,728 Burlington Northern Santa Fe Corporation 1,150 44,056 Burlington Resources Inc. 1,300 53,040 Calpine Corporation*<F4> 1,000 2,900 Campbell Soup Company 1,150 30,233 Capital One Financial Corporation 750 55,425 Cardinal Health, Inc. 2,100 91,917 Caremark Rx, Inc.* <F4> 1,400 44,898 Carnival Corporation 1,950 92,215 Caterpillar Inc. 1,050 84,473 Cendant Corporation 3,200 69,120 CenterPoint Energy, Inc. 900 9,324 Centex Corporation 400 20,184 CenturyTel, Inc. 400 13,696 ChevronTexaco Corporation 6,572 352,522 Chiron Corporation*<F4> 550 24,310 The Chubb Corporation 600 42,168 CIENA Corporation*<F4> 1,400 2,772 CIGNA Corporation 400 27,852 Cincinnati Financial Corporation 525 21,640 Cinergy Corp. 600 23,760 Cintas Corporation 500 21,020 Circuit City Stores, Inc. 600 9,204 Cisco Systems, Inc.* <F4> 20,485 370,779 Citigroup Inc. 15,705 692,905 Citizens Communications Company 850 11,381 Citrix Systems, Inc.* <F4> 400 7,008 Clear Channel Communications, Inc. 1,875 58,444 The Clorox Company 675 35,978 CMS Energy Corporation*<F4> 600 5,712 Coach, Inc.* <F4> 600 25,452 The Coca-Cola Company 7,405 296,570 Coca-Cola Enterprises Inc. 1,450 27,405 Colgate-Palmolive Company 1,650 74,547 Comcast Corporation - Class A*<F4> 6,752 190,676 Comerica Incorporated 500 29,675 Computer Associates International, Inc. 1,750 46,025 Computer Sciences Corporation*<F4> 600 28,260 Compuware Corporation*<F4> 1,200 6,180 Comverse Technology, Inc.* <F4> 650 12,239 ConAgra Foods, Inc. 1,540 39,593 ConocoPhillips 2,114 175,145 Consolidated Edison, Inc. 765 32,161 Constellation Energy Group 500 19,920 Convergys Corporation*<F4> 400 5,372 Cooper Industries, Ltd. - Class A 300 17,700 Cooper Tire & Rubber Company 200 4,034 Corning Incorporated*<F4> 4,050 44,874 Costco Wholesale Corporation 1,450 60,262 Countrywide Financial Corporation 1,698 66,884 Crane Co. 200 5,784 CSX Corporation 750 24,900 Cummins Inc. 100 7,389 CVS Corporation 1,150 48,449 Dana Corporation 500 8,845 Danaher Corporation 1,000 51,280 Darden Restaurants, Inc. 500 11,660 Deere & Company 750 48,412 Dell Inc.* <F4> 7,670 273,052 Delphi Corporation 1,500 13,935 Delta Air Lines, Inc.* <F4> 300 987 Deluxe Corporation 100 4,102 Devon Energy Corporation 750 53,257 Dillard's, Inc. - Class A 300 5,922 Dollar General Corporation 1,050 21,157 Dominion Resources, Inc. 950 61,988 R. R. Donnelley & Sons Company 600 18,792 Dover Corporation 650 25,265 The Dow Chemical Company 2,800 126,504 Dow Jones & Company, Inc. 300 12,183 DTE Energy Company 490 20,673 E. I. du Pont de Nemours and Company 3,000 128,400 Duke Energy Corporation 2,800 64,092 Dynegy Inc. - Class A*<F4> 600 2,994 Eastman Chemical Company 300 14,265 Eastman Kodak Company 850 27,387 Eaton Corporation 500 31,705 eBay Inc.* <F4> 2,050 188,477 Ecolab Inc. 800 25,152 Edison International 950 25,185 El Paso Corporation 1,845 16,956 Electronic Arts Inc. (EA)* <F4> 900 41,391 Electronic Data Systems Corporation 1,450 28,116 EMC Corporation*<F4> 7,450 85,973 Emerson Electric Co. 1,250 77,363 Engelhard Corporation 400 11,340 Entergy Corporation 750 45,458 EOG Resources, Inc. 400 26,340 Equifax Inc. 400 10,544 Equity Office Properties Trust 1,171 31,910 Equity Residential 850 26,350 E*TRADE Financial Corporation*<F4> 1,100 12,562 Exelon Corporation 2,000 73,380 Express Scripts, Inc.* <F4> 200 13,068 Exxon Mobil Corporation 19,698 952,004 Family Dollar Stores, Inc. 500 13,550 Fannie Mae 2,900 183,860 Federated Department Stores, Inc. 550 24,986 Federated Investors, Inc. - Class B 300 8,532 FedEx Corp. 950 81,406 Fifth Third Bancorp 1,750 86,135 First Data Corporation 2,629 114,361 FirstEnergy Corp. 1,050 43,134 First Horizon National Corporation 400 17,344 Fiserv, Inc.* <F4> 550 19,173 Fisher Scientific International Inc.* <F4> 300 17,499 Fluor Corporation 300 13,356 Ford Motor Company 5,600 78,680 Forest Laboratories, Inc.* <F4> 2,350 105,703 Fortune Brands, Inc. 450 33,340 FPL Group, Inc. 550 37,576 Franklin Resources, Inc. 750 41,820 Freddie Mac 2,050 133,742 Freeport-McMoRan Copper & Gold, Inc. - Class B 600 24,300 Gannett Co.,Inc. 850 71,196 The Gap, Inc. 2,700 50,490 Gateway, Inc.* <F4> 800 3,960 General Dynamics Corporation 650 66,365 General Electric Company 32,035 1,075,735 General Mills, Inc. 1,150 51,635 General Motors Corporation 1,715 72,853 Genuine Parts Company 500 19,190 Genzyme Corporation*<F4> 650 35,367 Georgia-Pacific Corp 750 26,962 Gilead Sciences, Inc.* <F4> 1,400 52,332 The Gillette Company 2,965 123,759 Golden West Financial Corporation 500 55,475 The Goldman Sachs Group, Inc. 1,450 135,198 Goodrich Corporation 300 9,408 The Goodyear Tire & Rubber Company*<F4> 300 3,222 W.W. Grainger, Inc. 300 17,295 Great Lakes Chemical Corporation 100 2,560 Guidant Corporation 950 62,738 Halliburton Company 1,350 45,481 Harley-Davidson, Inc. 950 56,468 Harrah's Entertainment, Inc. 300 15,894 The Hartford Financial Services Group, Inc. 850 52,640 Hasbro, Inc. 500 9,400 Hercules Incorporated*<F4> 200 2,850 Hershey Foods Corporation 800 37,368 Hewlett-Packard Company 9,157 171,694 Hilton Hotels Corporation 1,050 19,782 H.J. Heinz Company 1,050 37,821 The Home Depot, Inc. 6,750 264,600 Honeywell International Inc. 2,600 93,236 Hospira, Inc.* <F4> 625 19,125 H&R Block, Inc. 490 24,216 Humana Inc.* <F4> 400 7,992 Huntington Bancshares Incorporated 650 16,191 Illinois Tool Works Inc. 900 83,853 IMS Health Incorporated 650 15,548 Ingersoll-Rand Company 500 33,985 Intel Corporation 19,535 391,872 International Business Machines Corporation (IBM) 5,215 447,134 International Flavors & Fragrances Inc. 275 10,505 International Game Technology 1,000 35,950 International Paper Company 1,390 56,170 The Interpublic Group of Companies, Inc.* <F4> 1,250 13,238 Intuit Inc.* <F4> 565 25,651 ITT Industries, Inc. 325 25,997 Jabil Circuit, Inc.* <F4> 665 15,295 Janus Capital Group Inc. 750 10,208 J. C. Penney Company, Inc. - Holding Company 850 29,988 JDS Uniphase Corporation*<F4> 4,050 13,648 Jefferson-Pilot Corporation 400 19,864 Johnson & Johnson 10,900 613,997 Johnson Controls, Inc. 630 35,790 Jones Apparel Group, Inc. 400 14,320 JPMorgan Chase & Co. 10,795 428,885 KB HOME 200 16,898 Kellogg Company 1,250 53,325 Kerr-McGee Corporation 450 25,762 KeyCorp 1,250 39,500 KeySpan Corporation 500 19,600 Kimberly-Clark Corporation 1,500 96,885 Kinder Morgan, Inc. 400 25,128 King Pharmaceuticals, Inc.* <F4> 650 7,761 KLA-Tencor Corporation*<F4> 550 22,814 Knight-Ridder, Inc. 300 19,635 Kohl's Corporation*<F4> 1,015 48,913 The Kroger Co.* <F4> 2,100 32,592 Leggett & Platt, Incorporated 550 15,455 Lehman Brothers Holdings Inc. 850 67,762 Lexmark International, Inc.* <F4> 450 37,805 Eli Lilly and Company 5,500 330,275 Limited Brands 1,450 32,320 Lincoln National Corporation 500 23,500 Linear Technology Corporation 950 34,428 Liz Claiborne, Inc. 400 15,088 Lockheed Martin Corporation 1,350 75,303 Loews Corporation 550 32,175 Louisiana-Pacific Corporation 300 7,785 Lowe's Companies, Inc. 2,340 127,179 LSI Logic Corporation*<F4> 1,000 4,310 Lucent Technologies Inc.* <F4> 12,950 41,052 M&T Bank Corporation 400 38,280 Manor Care, Inc. 300 8,988 Marathon Oil Corporation 1,050 43,344 Marriott International, Inc. - Class A 650 33,774 Marsh & McLennan Companies, Inc. 1,540 70,470 Marshall & Ilsley Corporation 650 26,195 Masco Corporation 1,450 50,068 Mattel, Inc. 1,250 22,662 Maxim Integrated Products, Inc. 950 $40,175 The May Department Stores Company 850 21,785 Maytag Corporation 300 5,511 MBIA Inc. 400 23,284 MBNA Corporation 3,900 98,280 McCormick & Company, Incorporated 400 13,736 McDonald's Corporation 3,850 107,915 The McGraw-Hill Companies, Inc. 550 43,829 McKesson Corporation 2,050 52,583 MeadWestvaco Corporation 550 17,545 Medco Health Solutions, Inc.* <F4> 775 23,948 MedImmune, Inc.* <F4> 650 15,405 Medtronic, Inc. 3,730 193,587 Mellon Financial Corporation 1,250 34,613 Merck & Co. Inc. 11,150 367,950 Mercury Interactive Corporation*<F4> 300 10,464 Meredith Corporation 200 10,276 Merrill Lynch & Co., Inc. 2,900 144,188 MetLife, Inc. 2,300 88,895 MGIC Investment Corporation 300 19,965 Micron Technology, Inc.* <F4> 1,750 21,053 Microsoft Corporation 33,040 913,556 Millipore Corporation*<F4> 200 9,570 Molex Incorporated 550 16,401 Monsanto Company 850 30,957 Monster Worldwide Inc.* <F4> 300 7,392 Moody's Corporation 490 35,892 Morgan Stanley 3,300 162,690 Motorola, Inc. 7,230 130,429 Mylan Laboratories Inc. 800 14,400 Nabors Industries, Ltd*<F4> 400 18,940 National City Corporation 2,050 $79,171 National Semiconductor Corporation*<F4> 1,100 17,039 Navistar International Corporation*<F4> 200 7,438 NCR Corporation*<F4> 300 14,877 Network Appliance, Inc.* <F4> 1,050 24,150 The New York Times Company - Class A 400 15,640 Newell Rubbermaid Inc. 740 14,830 Newmont Mining Corporation 1,350 61,465 Nextel Communications, Inc. - Class A*<F4> 3,280 78,195 Nicor Inc. 100 3,670 NIKE, Inc. - Class B 850 66,980 NiSource Inc. 750 15,758 Noble Corporation*<F4> 350 15,732 Nordstrom, Inc. 400 15,296 Norfolk Southern Corporation 1,150 34,201 North Fork Bancorporation, Inc. 900 40,005 Northern Trust Corporation 650 26,520 Northrop Grumman Corporation 1,114 59,410 Novell, Inc.* <F4> 1,000 6,310 Novellus Systems, Inc.* <F4> 500 13,295 Nucor Corporation 200 18,274 NVIDIA Corporation*<F4> 500 7,260 Occidental Petroleum Corporation 1,140 63,760 Office Depot, Inc.* <F4> 850 12,776 Omnicom Group Inc. 550 40,183 Oracle Corporation*<F4> 15,680 176,870 PACCAR Inc 525 36,288 Pactiv Corporation*<F4> 400 9,300 Pall Corporation 300 7,344 Parametric Technology Corporation*<F4> 400 $2,112 Parker Hannifin Corporation 400 23,544 Paychex, Inc. 1,075 32,411 Peoples Energy Corporation 100 4,168 PeopleSoft, Inc.* <F4> 1,050 20,842 The Pepsi Bottling Group, Inc. 700 19,005 PepsiCo, Inc. 5,250 255,413 PerkinElmer, Inc. 300 5,166 PG&E Corporation*<F4> 1,250 38,000 Phelps Dodge Corporation 300 27,609 Pinnacle West Capital Corporation 300 12,450 Pitney Bowes Inc. 750 33,075 Plum Creek Timber Company, Inc. 550 19,266 PMC-Sierra, Inc.* <F4> 500 4,405 PNC Financial Services Group 850 45,985 Power-One, Inc.* <F4> 100 648 PPG Industries, Inc. 500 30,640 PPL Corporation 600 28,308 Praxair, Inc. 1,000 42,740 Principal Financial Group, Inc. 950 34,171 The Procter & Gamble Company 7,680 415,642 Progress Energy, Inc. 750 31,755 The Progressive Corporation 650 55,087 ProLogis 500 17,620 Providian Financial Corporation*<F4> 800 12,432 Prudential Financial, Inc. 1,650 77,616 Public Service Enterprise Group Incorporated 650 27,690 Pulte Homes, Inc. 400 24,548 QLogic Corporation*<F4> 300 8,883 QUALCOMM Inc 5,000 195,200 Quest Diagnostics Incorporated 300 26,466 Qwest Communications International Inc.* <F4> 5,100 16,983 RadioShack Corporation 500 14,320 Raytheon Company 1,350 51,273 Reebok International Ltd. 200 7,344 Regions Financial Corporation 1,352 44,697 Reynolds American Inc. 500 34,020 Robert Half International Inc. 500 12,885 Rockwell Automation, Inc. 550 21,285 Rockwell Collins, Inc. 550 20,427 Rohm and Haas Company 650 27,930 Rowan Companies, Inc.* <F4> 300 7,920 T. Rowe Price Group Inc. 400 20,376 Ryder System, Inc. 200 9,408 Sabre Holdings Corporation 400 9,812 SAFECO Corporation 400 18,260 Safeway Inc.* <F4> 1,250 24,138 Sanmina-SCI Corporation*<F4> 1,500 10,575 Sara Lee Corporation 2,300 52,578 SBC Communications Inc. 9,950 258,203 Schering-Plough Corporation 7,050 134,373 Schlumberger Limited 1,800 121,158 The Charles Schwab Corporation 3,900 35,841 Scientific-Atlanta, Inc. 500 12,960 Sealed Air Corporation*<F4> 300 13,905 Sears, Roebuck and Co. 650 25,903 Sempra Energy 650 23,524 The Sherwin-Williams Company 400 17,584 Siebel Systems, Inc.* <F4> 1,400 10,556 Sigma-Aldrich Corporation 200 11,600 Simon Property Group, Inc. 590 31,642 SLM Corporation 1,375 61,325 Snap-on Incorporated 200 5,512 Solectron Corporation*<F4> 2,900 14,355 The Southern Company 2,205 66,106 SouthTrust Corporation 1,050 43,743 Southwest Airlines Co. 2,400 32,688 Sovereign Bancorp, Inc. 1,000 21,820 Sprint Corporation 4,400 88,572 St. Jude Medical, Inc.* <F4> 540 40,646 The St. Paul Travelers Companies, Inc. 2,041 67,475 The Stanley Works 300 12,759 Staples, Inc. 1,550 46,221 Starbucks Corporation*<F4> 1,150 52,279 Starwood Hotels & Resorts Worldwide, Inc. 650 30,173 State Street Corporation 1,050 44,846 Stryker Corporation 1,180 56,734 Sun Microsystems, Inc.* <F4> 10,050 40,602 SunGard Data Systems Inc.* <F4> 850 20,205 Sunoco, Inc. 300 22,194 SunTrust Banks, Inc. 1,050 73,930 SUPERVALU INC. 400 11,020 Symantec Corporation*<F4> 1,000 54,880 Symbol Technologies, Inc. 650 8,216 Synovus Financial Corp. 850 22,228 Sysco Corporation 1,915 57,297 Target Corporation 2,745 124,211 TECO Energy, Inc. 600 8,118 Tektronix, Inc. 300 9,975 Tellabs, Inc.* <F4> 1,300 11,947 Temple-Inland Inc. 200 13,430 Teradyne, Inc.*<F4> 550 7,370 Texas Instruments Incorporated 5,200 110,656 Textron Inc. 400 25,708 Thermo Electron Corporation*<F4> 500 13,510 Tiffany & Co. 400 12,296 Time Warner Inc.* <F4> 13,800 222,732 The TJX Companies, Inc. 1,465 32,289 Torchmark Corporation 400 21,272 Toys "R" Us, Inc.* <F4> 650 11,531 Transocean Inc.* <F4> 950 33,991 Tribune Company 950 39,093 TXU Corp. 950 45,524 Tyco International Ltd. 6,100 187,026 Union Pacific Corporation 815 47,759 Unisys Corporation*<F4> 950 9,804 United Parcel Service, Inc. - Class B 3,390 257,369 United States Steel Corporation 300 11,286 United Technologies Corporation 1,550 144,739 UnitedHealth Group Incorporated 2,100 154,854 Univision Communications Inc. - Class A*<F4> 950 30,030 Unocal Corporation 750 32,250 UnumProvident Corporation 950 14,906 U.S. Bancorp 5,800 167,620 UST Inc. 500 20,130 Valero Energy Corporation 400 32,084 VERITAS Software Corporation*<F4> 1,250 22,250 Verizon Communications Inc. 8,417 331,461 V. F. Corporation 300 14,835 Viacom Inc. - Class B 5,300 177,868 Visteon Corporation 300 2,397 Vulcan Materials Company 300 15,285 Wachovia Corporation 4,050 190,148 Wal-Mart Stores, Inc. 12,900 686,280 Walgreen Co. 3,080 110,356 The Walt Disney Company 6,150 138,683 Washington Mutual, Inc. 2,595 101,413 Waste Management, Inc. 1,750 47,845 Waters Corporation*<F4> 400 17,640 Watson Pharmaceuticals, Inc.* <F4> 300 8,838 WellPoint Health Networks Inc.* <F4> 500 52,545 Wells Fargo & Company 5,140 306,498 Wendy's International, Inc. 400 13,440 Weyerhaeuser Company 750 49,860 Whirlpool Corporation 200 12,018 The Williams Companies, Inc. 1,400 16,940 Winn-Dixie Stores, Inc. 400 1,236 Worthington Industries, Inc. 340 7,259 Wm. Wrigley Jr. Company 690 43,684 Wyeth 5,800 216,920 Xcel Energy, Inc. 1,150 19,918 Xerox Corporation*<F4> 2,500 35,200 Xilinx, Inc. 1,050 28,350 XL Capital Ltd - Class A 400 29,596 Yahoo! Inc.* <F4> 4,080 138,353 Yum! Brands, Inc 850 34,561 Zimmer Holdings, Inc.* <F4> 690 54,538 Zions Bancorporation 300 18,312 ----------- TOTAL COMMON STOCKS (COST $29,068,438) 31,565,163 Short-Term Principal Investments (0.1%) Amount Value - ------------------ --------- ----- U.S. Treasury Bill, 12/23/2004, 1.6550% $32,000 31,878 ----------- TOTAL SHORT-TERM INVESTMENT (COST $31,878) 31,878 ----------- TOTAL INVESTMENTS - 98.6% (COST $29,100,316) 31,597,041 OTHER ASSETS, LESS LIABILITIES - 1.4% 433,715 ----------- TOTAL NET ASSETS - 100.0% $32,030,756 ----------- ----------- *<F4> Non-income producing security. The accompanying Notes to Financial Statements are an integral part of this schedule. SCHEDULE OF FUTURES CONTRACTS SEPTEMBER 30, 2004 THE CATHOLIC EQUITY FUND Unrealized Futures Contracts Purchased Contracts Depreciation - --------------------------- --------- ------------ S&P 500 Index Futures Contracts Expiring December 2004 (Underlying Face Amount at Market Value $278,725) 1 $(1,925) S&P 500 Index E-mini Futures Contracts Expiring December 2004 (Underlying Face Amount at Market Value $222,980) 4 (690) -------- TOTAL FUTURES CONTRACTS PURCHASED $(2,615) -------- -------- The accompanying Notes to Financial Statements are an integral part of this schedule. STATEMENT OF ASSETS & LIABILITIES SEPTEMBER 30, 2004 The Catholic Equity Fund ----------- ASSETS - ------ Investments, at cost $29,100,316 ----------- Investments, at value $31,597,041 Cash 404,342 Dividend receivable 38,981 Receivable for Fund shares sold 16,500 Receivable from Adviser 4,472 Other assets 67,441 ----------- TOTAL ASSETS 32,128,777 ----------- LIABILITIES - ----------- Payable for investments purchased 31,856 Payable for Fund shares redeemed 800 Payable to broker 135 Accrued expenses and other liabilities 65,230 ----------- TOTAL LIABILITIES 98,021 ----------- NET ASSETS $32,030,756 ----------- ----------- NET ASSETS CONSIST OF: - ---------------------- Paid in capital $33,771,915 Undistributed net investment income 204,866 Undistributed net realized loss on investments sold and futures contracts (4,440,135) Net unrealized appreciation/(depreciation) on: Investments 2,496,725 Futures contracts (2,615) ----------- NET ASSETS $32,030,756 ----------- ----------- CLASS A SHARES - -------------- Net assets $6,868,111 Shares authorized ($0.001 par value) 100,000,000(1)<F5> Shares issued and outstanding 767,538 Net asset value, redemption price and minimum offering price per share $8.95 Maximum offering price per share ($8.95/0.96) $9.32 CLASS C SHARES - -------------- Net assets $3,344,454 Shares authorized ($0.001 par value) 100,000,000(1)<F5> Shares issued and outstanding 375,661 Net asset value and offering price per share $8.90 CLASS I SHARES - -------------- Net assets $21,818,191 Shares authorized ($0.001 par value) 100,000,000(1)<F5> Shares issued and outstanding 2,434,474 Net asset value, redemption price and offering price per share $8.96 (1)<F5> Represents authorized shares of the Fund. Authorized shares are not allotted to the separate classes. The accompanying Notes to Financial Statements are an integral part of these statements. STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2004 The Catholic Equity Fund ----------- INVESTMENT INCOME - ----------------- Dividend income $522,639 Interest income 2,943 ---------- TOTAL INCOME 525,582 ---------- EXPENSES - -------- Investment advisory fees 152,593 Transfer agent fees and expenses 71,974 Portfolio accounting fees 61,874 Federal and state registration fees 29,226 Custody fees 14,176 Legal fees 75,008 Printing and postage expenses 18,334 Audit fees 28,144 12b-1 fees - Class A 15,034 12b-1 fees - Class C 25,365 Directors' fees and expenses 6,714 Other 57,508 ---------- TOTAL EXPENSES 555,950 ---------- Less waivers and reimbursements by adviser (310,375) ---------- NET EXPENSES 245,575 ---------- NET INVESTMENT INCOME 280,007 ---------- ---------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS - -------------------------------------------------- Net realized gain/(loss) on: Investments (96,942) Futures contracts 41,629 Net change in unrealized appreciation on: Investments 3,159,960 Futures contracts 9,887 ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 3,114,534 ---------- CHANGE IN NET ASSETS RESULTING FROM OPERATIONS $3,394,541 ---------- ---------- The accompanying Notes to Financial Statements are an integral part of these statements. STATEMENTS OF CHANGES IN NET ASSETS THE CATHOLIC EQUITY FUND For the Year Ended September 30, -------------------------------- 2004 2003 ---- ---- OPERATIONS - ---------- Net investment income $280,007 $186,910 Net realized loss on investments and futures contracts (55,313) (541,233) Net change in unrealized appreciation on investments and futures contracts 3,169,847 4,103,981 ----------- ----------- CHANGE IN NET ASSETS RESULTING FROM OPERATIONS 3,394,541 3,749,658 ----------- ----------- DISTRIBUTIONS TO CLASS A SHAREHOLDERS - ------------------------------------- Distributions from net investment income (33,289) (10,347) DISTRIBUTIONS TO CLASS C SHAREHOLDERS - ------------------------------------- Distributions from net investment income (17,425) (20) DISTRIBUTIONS TO CLASS I SHAREHOLDERS - ------------------------------------- Distributions from net investment income (165,953) (89,356) ----------- ----------- CHANGE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (216,667) (99,723) ----------- ----------- CAPITAL SHARE TRANSACTIONS - -------------------------- Proceeds from shareholder purchases 3,964,509 5,008,504 Net proceeds from acquisition (Note 6) -- 6,305,312 Net asset value of shares issued to shareholders in payment of distributions declared 211,562 99,324 Cost of shares redeemed (1,563,341) (1,523,231) ----------- ----------- CHANGE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS 2,612,730 9,889,909 ----------- ----------- CHANGE IN NET ASSETS $5,790,604 $13,539,844 ----------- ----------- NET ASSETS, BEGINNING OF PERIOD $26,240,152 $12,700,308 ----------- ----------- NET ASSETS, END OF PERIOD $32,030,756 $26,240,152 ----------- ----------- UNDISTRIBUTED NET INVESTMENT INCOME $204,866 $143,817 ----------- ----------- ----------- ----------- The accompanying Notes to Financial Statements are an integral part of these statements. FINANCIAL HIGHLIGHTS THE CATHOLIC EQUITY FUND - CLASS A For the Year Ended September 30, --------------------------------------------------------------------------------- 2004(3)<F8> 2003(3)<F8> 2002(3)<F8> 2001(3)<F8> 2000(3)<F8> ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, BEGINNING OF YEAR $7.99 $6.48 $8.43 $10.95 $ 9.69 ----- ----- ----- ------ ------ Net investment income (loss) 0.08 0.04 0.06 (0.04)(2)<F7> (0.03)(2)<F7> Net realized and unrealized gain (loss) on investments 0.93 1.49 (1.83) (2.45) 1.31 ----- ----- ----- ------ ------ TOTAL FROM INVESTMENT OPERATIONS 1.01 1.53 (1.77) (2.49) 1.28 ----- ----- ----- ------ ------ Distributions from net investment income (0.05) (0.02) -- -- -- Distributions from net realized gain -- -- (0.18) (0.03) (0.02) ----- ----- ----- ------ ------ TOTAL DISTRIBUTIONS (0.05) (0.02) (0.18) (0.03) (0.02) ----- ----- ----- ------ ------ NET ASSET VALUE, END OF YEAR $8.95 $7.99 $6.48 $8.43 $10.95 ----- ----- ----- ------ ------ ----- ----- ----- ------ ------ Total return(1)<F6> 12.70% 23.71% (21.65)% (22.81)% 13.16% SUPPLEMENTAL DATA AND RATIOS - ---------------------------- Net assets, end of year $6,868,111 $4,683,756 $2,865,775 $4,525,315 $4,671,129 Ratio of expenses to average net assets: Before expense waivers and reimbursements 1.94% 2.44% 2.48% 3.05% 3.31% After expense waivers and reimbursements 0.95% 0.95% 1.23% 1.75% 1.75% Ratio of net investment income (loss) to average net assets: Before expense waivers and reimbursements (0.22)% (0.66)% (0.94)% (1.75)% (1.89)% After expense waivers and reimbursements 0.77% 0.83% 0.31% (0.45)% (0.33)% Portfolio turnover rate 1.88% 9.46%(4)<F9> 31.23%(5)<F10> 39.17% 28.78% (1)<F6> Based on net asset value, which does not reflect the sales charge. (2)<F7> Per share net investment loss has been calculated prior to tax adjustments. (3)<F8> Information for the periods ended September 30, 2000, 2001 and October 1, 2001 through April 2, 2002 reflect the operations of The Catholic Disciplined Capital Appreciation Fund. Information for the period April 3, 2002 through September 30, 2004 reflects the operations of The Catholic Equity Fund. (Note 1) (4)<F9> Portfolio turnover rate excludes purchases and sales from merger of The Catholic Values Investment Trust and The Catholic Equity Fund. (5)<F10> Portfolio turnover reflects the operations of the Catholic Equity Fund for the period April 3, 2002 through September 30, 2002. The accompanying Notes to Financial Statements are an integral part of these statements. THE CATHOLIC EQUITY FUND - CLASS C For the For the For the Year Ended Year Ended Period Ended September 30, September 30, September 30, 2004 2003 2002(1)<F11> ------------- ------------- ------------- NET ASSET VALUE, BEGINNING OF PERIOD $7.96 $6.48 $8.92 ----- ----- ----- Net investment income 0.05 0.04 0.01 Net realized and unrealized gain (loss) on investments 0.94 1.48 (2.45) ----- ----- ----- TOTAL FROM INVESTMENT OPERATIONS 0.99 1.52 (2.44) ----- ----- ----- Distributions from net investment income (0.05) (0.04) -- ----- ----- ----- TOTAL DISTRIBUTIONS (0.05) (0.04) -- ----- ----- ----- NET ASSET VALUE, END OF PERIOD $8.90 $7.96 $6.48 ----- ----- ----- ----- ----- ----- Total return(2)<F12> 12.39% 23.69% (27.47)%(3)<F13> RATIOS TO AVERAGE NET ASSETS - ---------------------------- Net assets, end of period $3,344,454 $3,016,387 $3,432 Ratio of expenses to average net assets: Before expense waivers and reimbursements 2.44% 2.94% 3.71%(4)<F14> After expense waivers and reimbursements 1.20% 1.20% 1.20%(4)<F14> Ratio of net investment income (loss) to average net assets: Before expense waivers and reimbursements (0.72)% (1.16)% (1.84)%(4)<F14> After expense waivers and reimbursements 0.52% 0.58% 0.67%(4)<F14> Portfolio turnover rate 1.88% 9.46%(5)<F15> 31.23%(3)<F13> (1)<F11> Reflects operations for the period from April 9, 2002 (commencement of operation), to September 30, 2002. (2)<F12> Based on net asset value, which does not reflect the contingent deferred sales charge. (3)<F13> Not annualized. (4)<F14> Computed on an annualized basis. (5)<F15> Portfolio turnover rate excludes purchases and sales from merger of The Catholic Values Investment Trust and The Catholic Equity Fund. The accompanying Notes to Financial Statements are an integral part of these statements. THE CATHOLIC EQUITY FUND - CLASS I For the For the For the Year Ended Year Ended Period Ended September 30, September 30, September 30, 2004 2003 2002(1)<F16> ------------- ------------- ------------- NET ASSET VALUE, BEGINNING OF PERIOD $8.00 $6.49 $9.02 ----- ----- ----- Net investment income 0.09 0.07 0.02 Net realized and unrealized gain (loss) on investments 0.94 1.49 (2.55) ----- ----- ----- TOTAL FROM INVESTMENT OPERATIONS 1.03 1.56 (2.53) ----- ----- ----- Distributions from net investment income (0.07) (0.05) -- ----- ----- ----- TOTAL DISTRIBUTIONS (0.07) (0.05) -- ----- ----- ----- NET ASSET VALUE, END OF PERIOD $8.96 $8.00 $6.49 ----- ----- ----- ----- ----- ----- Total return 12.89% 24.19% (28.05)%(2)<F17> RATIOS TO AVERAGE NET ASSETS - ---------------------------- Net assets, end of period $21,818,191 $18,540,009 $9,831,101 Ratio of expenses to average net assets: Before expense waivers and reimbursements 1.69% 2.19% 2.55%(3)<F18> After expense waivers and reimbursements 0.70% 0.70% 0.70%(3)<F18> Ratio of net investment income (loss) to average net assets: Before expense waivers and reimbursements 0.03% (0.41)% (0.82)%(3)<F18> After expense waivers and reimbursements 1.02% 1.08% 1.03%(3)<F18> Portfolio turnover rate 1.88% 9.46%(4)<F19> 31.23%(2)<F17> (1)<F16> Reflects operations for the period from April 3, 2002 (commencement of operations), to September 30, 2002. (2)<F17> Not annualized. (3)<F18> Computed on an annualized basis. (4)<F19> Portfolio turnover rate excludes purchases and sales from merger of The Catholic Values Investment Trust and The Catholic Equity Fund. The accompanying Notes to Financial Statements are an integral part of these statements. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2004 1. ORGANIZATION - --------------- The Catholic Funds, Inc. (the "Company") was incorporated on December 16, 1998, as a Maryland Corporation and is registered as an open-end management investment company under the Investment Company Act of 1940, as amended. The Company consists of one diversified series, the Catholic Equity Fund (the "Fund"). At the close of business on April 2, 2002, the Fund acquired, through a non-taxable reorganization, substantially all of the net assets of the Catholic Equity Income, Large-Cap Growth and Disciplined Capital Appreciation Funds. The Catholic Disciplined Capital Appreciation Fund ("Disciplined Capital Appreciation Fund") was deemed to be the accounting survivor of the reorganization. In 2002, the Company designated three classes of Fund shares: Class A, Class C and Class I. The three classes differ principally in their respective distribution expenses and arrangements as well as their respective sales and redemption fee arrangements. All classes of shares have identical rights to earnings, assets and voting privileges, except for class specific expenses and exclusive rights to vote on matters affecting only individual classes. All outstanding shares of the Disciplined Capital Appreciation Fund were redesignated as Class A shares effective on March 25, 2002. Class A shares are subject to an initial maximum sales charge of 4.00% imposed at the time of purchase. The sales charge declines as the amount purchased increases in accordance with the Fund's prospectus. Class C shares became effective on March 25, 2002 and commenced operations on April 9, 2002. Class C shares are subject to a contingent deferred sales charge ("CDSC") for redemptions made within one year of purchase, in accordance with the Fund's prospectus. The CDSC is 1.00% of the lesser of the original purchase price or the value of shares being redeemed. Class I shares became effective on March 25, 2002 and commenced operations on April 3, 2002. Class I shares are no-load shares. The Fund is managed by Catholic Financial Services Corporation (the "Adviser"). At the close of business on May 22, 2003, the Fund acquired, through a non-taxable reorganization, substantially all of the net assets of The Catholic Values Investment Trust Equity Fund ("CVIT"). (See Note 6) 2. SIGNIFICANT ACCOUNTING POLICIES - ---------------------------------- The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (i.e., GAAP). A) INVESTMENT VALUATION Securities listed on the NASDAQ National Market are valued at the NASDAQ Official Closing Price ("NOCP"). Other securities traded on the national securities exchange are valued at the last sales price on the exchange where primarily traded. Exchange-traded securities for which there were no transactions that day are valued at the latest bid prices. Securities traded on only over-the-counter markets other than NASDAQ are valued at the latest bid prices. Debt securities (other than short-term obligations) are valued at prices furnished by a pricing service, subject to review by the Fund's Adviser. Short-term obligations (maturing within 60 days) are valued on an amortized cost basis, which approximates market value. Securities for which quotations are not readily available and other assets are valued at fair value as determined in good faith by the Adviser under the supervision of the Board of Directors. Securities not currently traded or those for which the NOCP, last sales price or bid price, as the case may be, is deemed unreliable are valued at fair value as determined in good faith under procedures approved by the Board of Directors. If the event occurs that will affect the value of a Fund's portfolio securities before the NAV has been calculated, the security will generally be priced using a fair value procedure. The Board has adopted specific procedures for valuing portfolio securities and delegated the responsibility of fair value determinations to a Valuation Committee. Some of the factors that may be considered by the Valuation Committee in determining fair value are fundamental analytical data relating to the investment; the nature and duration of any restriction on the disposition; trading in similar securities of the same issuer or comparable companies; information from broker-dealers; and an evaluation of the forces that influence the market in which the securities are purchased or sold. B) STOCK INDEX FUTURES CONTRACTS The Fund may purchase and sell stock index futures contracts. Upon entering into a contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is effected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains and losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. As collateral for futures contracts, the Fund is required under the 1940 Act to maintain assets consisting of cash, cash equivalents or liquid securities. The Fund's exposure on a futures contract is equal to the amount paid for the contract by the Fund. C) FEDERAL INCOME TAXES The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code necessary to qualify as a regulated investment company and to make the requisite distributions of income and capital gains to its shareholders sufficient to relieve it from all or substantially all federal income taxes. Therefore, no federal income tax provision has been recorded. D) DISTRIBUTIONS TO SHAREHOLDERS The Fund will distribute any net investment income and any net realized long or short-term capital gains at least annually. Distributions from net realized gains for book purposes may include short-term capital gains. All short-term capital gains are included in ordinary income for tax purposes. Distributions to shareholders are recorded on the ex-dividend date. The Fund may also pay a special distribution at the end of the calendar year to comply with federal tax requirements. The tax character of distributions paid during the years ended September 30, 2004 and 2003 was as follows: Equity Fund ------------------------------------------- For the For the Year Ended Year Ended September 30, 2004 September 30, 2003 ------------------ ------------------ Ordinary Income $216,667 $99,723 Long-term Capital Gains -- -- Due to inherent differences in the recognition of income, expenses and realized gains/losses under GAAP and federal income tax purposes, permanent differences between book and tax basis of reporting have been identified and appropriately reclassified on the Statement of Assets and Liabilities. As of September 30, 2004, the Fund had net capital loss carryforwards of $3,741,039 that expire in varying amounts through 2012. To the extent the Fund realizes future net capital gains, those gains will be offset by any unused capital loss carryforwards, subject to certain IRS limitations. As of September 30, 2004, the Fund had post-October losses of $48,500, which are not recognized for tax purposes until the first day of the following fiscal year. As of September 30, 2004, the components of capital on a tax basis were as follows: Equity Fund ----------- Cost of investments $29,753,001 ----------- ----------- Gross unrealized appreciation $ 4,944,116 Gross unrealized depreciation (3,100,076) ----------- Net unrealized appreciation/depreciation $ 1,844,040 ----------- ----------- Undistributed ordinary income $ 204,339 Undistributed long-term capital gain -- ----------- Total distributable earnings $ 204,339 ----------- ----------- Other accumulated gains/losses $(3,789,538) ----------- Total accumulated earnings/losses $(1,741,159) ----------- ----------- The fund designates 100% of dividends declared from net investment income during the fiscal year ended September 30, 2004 as qualified income under Jobs and Growth Tax Relief Reconciliation Act of 2003 (unaudited). For corporate shareholders in the Fund, the percentage of ordinary dividend income distributed for the year ended September 30, 2004, which is designated as qualifying for the dividends-received deduction is 100% (unaudited). E) EXPENSES The Fund is charged for those expenses that are directly attributable to it, such as investment advisory and custody fees. Expenses that are not directly attributable to any class of shares of the Equity Fund are allocated between each class' respective net assets when appropriate. Fees paid under the Distribution Plan (the "Plan") are borne by the specific class of shares of the Equity Fund to which the Distribution Plan applies. F) OTHER For financial reporting purposes, investment transactions are accounted for on the trade date. The Fund determines the gain or loss realized from investment transactions by comparing the original cost of the security lot sold with the net sale proceeds. Income Recognition - Interest income is accrued as earned. Dividend income is recorded on the ex-dividend date. Income and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets. All discounts and premiums are amortized on the effective interest method for tax and financial reporting purposes. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. 3. INVESTMENT ADVISORY AND OTHER AGREEMENTS WITH RELATED PARTIES - ---------------------------------------------------------------- The Fund has entered into an agreement with the Adviser, with whom certain Officers and Directors of the Fund are affiliated, to furnish investment advisory services to the Fund. The terms of the agreement are as follows: The Fund pays the Adviser a monthly fee at the annual rate of 0.50% of the Fund's average daily net assets. Pursuant to an expense cap agreement, the Adviser has agreed to waive its management fee and/or reimburse the Fund's operating expenses (exclusive of brokerage, interest, taxes and extraordinary expenses) to ensure that the Fund's operating expenses do not exceed 0.95%, 1.20% and 0.70% of the average daily net assets of the Fund - Class A, Class C and Class I shares, respectively. Effective November 15, 2004, the Adviser agreed to increase its waiver and reimbursement so as to cap the Fund's operating expenses at 0.60% for Class A shares, 0.85% for Class C shares and 0.35% for Class I shares. The expense cap agreement terminates on September 30, 2005, unless extended by the parties. The Adviser has entered into a sub-advisory agreement with Mellon Equity Associates, LLP ("Mellon"). The annual rates of the fees, payable from fees paid to the Adviser, as a percent of average daily net assets under the sub- advisory agreement is as follows: 0.12% on the first $50 million; 0.06% of the Fund's average daily net assets in excess of $50 million. For the year ended September 30, 2004, expenses of $310,375 were reimbursed by the Adviser for the Fund. The Adviser may terminate the waiver and expense reimbursement after September 30, 2005. The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940. The Plan authorizes the Company to use annually 0.25% and 0.75% of its net assets for the Fund - Class A and Class C, respectively, computed on a daily basis, to finance certain activities relating to the distribution of its shares to investors. For the year ended September 30, 2004, 12b-1 distribution expenses of $15,034 and $25,365 were paid from Class A and Class C, respectively. These expenses were remitted to the Adviser, who also acts as distributor for the shares of each Fund. The Adviser also received sales charges from the sale of Class A shares of $44,198 for the year ended September 30, 2004. There were no contingent deferred sales charges paid to the Adviser for the redemption of Class C shares during the year ended September 30, 2004. Sales charges are not an expense of the Fund and are not included in the financial statements of the Fund. 4. CAPITAL SHARE TRANSACTIONS - ----------------------------- Transactions of shares of the Fund was as follows: THE CATHOLIC EQUITY FUND - CLASS A SHARES For the Year Ended For the Year Ended September 30, 2004 September 30, 2003 ----------------------- ----------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $2,062,903 232,281 $1,461,659 190,558 Shares issued to holders in reinvestment of distributions 32,372 3,658 9,948 1,410 Shares redeemed (485,188) (54,555) (352,815) (47,886) ---------- ------- ---------- ------- NET INCREASE $1,610,087 181,384 $1,118,792 144,082 ---------- ------- ---------- ------- THE CATHOLIC EQUITY FUND - CLASS C SHARES For the Year Ended For the Year Ended September 30, 2004 September 30, 2003 ----------------------- ----------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $605,925 69,231 $59,595 7,525 Shares issued to effect acquisition (Note 6) -- -- 2,897,282 389,799 Shares issued to holders in reinvestment of distributions 16,727 1,896 20 3 Shares redeemed (649,619) (74,463) (149,628) (18,860) -------- ------- ---------- ------- NET INCREASE $(26,967) (3,336) $2,807,269 378,467 -------- ------- ---------- ------- THE CATHOLIC EQUITY FUND - CLASS I SHARES For the Year Ended For the Year Ended September 30, 2004 September 30, 2003 ----------------------- -------------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $1,295,680 148,768 $3,487,250 465,483 Shares issued to effect acquisition (Note 6) -- -- 3,408,030 456,947 Shares issued to holders in reinvestment of distributions 162,463 18,357 89,356 12,693 Shares redeemed (428,534) (50,748) (1,020,788)(1)<F20> (131,743) ---------- ------- ---------- ------- NET INCREASE $1,029,609 116,377 $5,963,848 803,380 ---------- ------- ---------- ------- (1)<F20> Includes $958,818 redeemed from Class I and immediately reinvested in Class A Shares. 5. INVESTMENT TRANSACTIONS - -------------------------- The aggregate purchases and sales of securities, excluding short-term investments for The Catholic Equity Fund, for the year ended September 30, 2004 were $3,373,971 and $560,223, respectively. There were no purchases and sales of U.S. government securities for the Fund. Transactions in future contracts for the year ended September 30, 2004 were as follows: Equity Fund ---------------------------------- Number of Aggregate Face Contracts Value of Contracts --------- ------------------ Outstanding at beginning of year 4 $ 608,962 Contracts opened 39 3,949,318 Contracts closed (38) (4,053,960) --- ----------- Outstanding at end of period 5 $ 504,320 --- ----------- --- ----------- 6. ACQUISITION INFORMATION - -------------------------- Effective at the close of business on May 22, 2003, the Fund acquired, through a non-taxable reorganization, substantially all of the net assets of The Catholic Values Investment Trust Equity Fund. The Fund issued 846,746 shares (valued at $6,305,312) for the 731,699 shares outstanding for The Catholic Values Investment Trust. The net assets of CVIT included net unrealized depreciation on investments of $76,810 and accumulated net realized losses of $3,017. CVIT also had capital loss carryforwards of $2,706,972, which, subject to certain IRS limitations, has been limited to $1,841,041. These capital loss carryforwards have been combined with those of the Fund. 7. GUARANTEES AND INDEMNIFICATIONS - ---------------------------------- In the normal course of business, the Fund enters into contracts with the service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims against the Fund that have not yet occurred. Based on experience, the Fund expects the risk of loss to be remote. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM THE CATHOLIC FUNDS, INC. To the Board of Directors and Shareholders of The Catholic Funds, Inc. In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of The Catholic Equity Fund (the "Fund") at September 30, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2004 by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Milwaukee, Wisconsin November 8, 2004 DIRECTORS AND OFFICERS (UNAUDITED) THE CATHOLIC FUNDS, INC. Number of Portfolios in Other Term of Office Complex Directorships Name, Address and Position(s) and Length of Principal Occupation(s) Overseen by Held by Date of Birth Held with CFI Time Served During Past 5 Years Director Director - ----------------- ------------- -------------- ----------------------- ------------- ------------- INDEPENDENT DIRECTORS: Thomas A. Bausch, PhD Director Indefinite, Professor of Management, 1 None 1100 W. Wells St. until successor Marquette University since 1978. Milwaukee, WI 53233 elected. 06/06/1938 Since 1999 J. Michael Borden Director Indefinite, Chief Executive Officer of 1 Trustee, 1100 W. Wells St. until successor HUFCOR (1978-present). Jefferson Milwaukee, WI 53233 elected. Fund Group 12/21/1936 Mutual Funds Since 1999 Daniel R. Doucette Director Indefinite, President and CEO Milwaukee 1 None 1100 W. Wells St. until successor Insurance (1989 to present). Milwaukee, WI 53233 elected. 09/03/1949 Since 1999 Thomas J. Munninghoff Director Indefinite, CPA-Munninghoff, Lange and Co. 1 None 1100 W. Wells St. until successor (Accounting Firm) since 1983. Milwaukee, WI 53233 elected. 08/27/1947 Since 1999 Conrad L. Sobczak Director Indefinite, Retired; President and CEO, Family 1 None 1100 W. Wells St. until successor Health Systems (1987 to 1998). Milwaukee, WI 53233 elected. 10/20/1938 Since 1999 INTERESTED DIRECTORS: Daniel J. Steininger(1)<F21> Director, Indefinite, CEO-Catholic Knights 1 None 1100 W. Wells St. Chairman until successor since 1981. Milwaukee, WI 53233 of the Board elected. 05/01/1945 Since 1999 Allan G. Lorge(1)<F21> Director, Indefinite, CFO-Catholic Knights 1 None 1100 W. Wells St. Vice President, until successor since 1986. Milwaukee, WI 53233 Secretary and elected. 12/09/1949 Chief Financial Officer Since 1999 OFFICERS: Theodore F. Zimmer President One year term, General Counsel-Catholic n/a n/a 1100 W. Wells St. subject to Knights since 1997. Milwaukee, WI 53233 election by 12/17/1940 Board of Directors or until successor is elected. Since 2002 Russell J. Kafka Treasurer One year term, Vice President-Investments, n/a n/a 1100 W. Wells St. subject to Catholic Knights Milwaukee, WI 53233 election by since 1985. 06/20/1944 Board of Directors or until successor is elected. Since 1999 John M. Koth Chief One year term, Chief Compliance Officer- n/a n/a 1100 W. Wells St. Compliance subject to Catholic Financial Services Milwaukee, WI 53233 Officer election by Corporation since 2001. 09/27/1964 Board of Directors Compliance and Operations or until Director-Prudential Financial successor Services 1999 to 2001. is elected. Since 2004 Additional information about the Funds' directors is available in the Statement of Additional Information and is available, without charge, upon request, by calling 1-877-222-2402. (1)<F21> Messrs. Steininger and Lorge are considered to be "interested persons" (as defined in the 1940 Act) of The Catholic Funds, Inc. by virtue of their positions with Catholic Knights and Catholic Financial Services Corporation. A NOTE ON FORWARD-LOOKING STATEMENTS Except for historical information contained in this annual report for The Catholic Funds, Inc., the matters discussed in these reports may constitute forward-looking statements made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These include any adviser, subadviser and/or portfolio manager prediction, assessment, analysis or outlook for individual securities, industries, market sectors and/or markets. These statements involve risks and uncertainties. In addition to general risks described for the Fund in the current prospectus, other factors bearing on these reports include the accuracy of the forecasts and predictions and the appropriateness of the investment strategies designed by the adviser, any subadviser or portfolio manager to implement their strategies efficiently and effectively. Any one or more of these factors, as well as other risks affecting the securities markets and investment instruments generally, could cause the actual results of the Fund to differ materially as compared to benchmarks associated with the Fund. BOARD OF DIRECTORS - ------------------ Daniel Steininger Chairman of the Board Thomas Bausch J. Michael Borden Daniel Doucette Allan Lorge Thomas Munninghoff Conrad Sobczak OFFICERS - -------- Theodore Zimmer, President Allan Lorge Vice President, Secretary and Chief Financial Officer Russell Kafka, Treasurer John Koth, Chief Compliance Officer INVESTMENT ADVISER - ------------------ Catholic Financial Services Corporation 1100 West Wells Street Milwaukee, WI 53233 SUBADVISER - ---------- Mellon Equity Associates, LLP 500 Grant St., Suite 4200 Pittsburgh, PA 15258 LEGAL COUNSEL - ------------- Quarles & Brady LLP CUSTODIAN - --------- U.S. Bank, N.A. TRANSFER AGENT - -------------- U.S. Bancorp Fund Services, LLC INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - --------------------------------------------- PricewaterhouseCoopers LLP SHAREHOLDER SERVICES - -------------------- The Catholic Funds c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street P.O. Box 710 Milwaukee, WI 53201-0701 THE CATHOLIC FRATERNAL ALLIANCE - ------------------ Catholic Knights Daniel Steininger, President 1100 West Wells Street Milwaukee, WI 53233 Catholic Order of Foresters David E. Huber, High Chief Ranger 355 Shuman Boulevard P.O. Box 3012 Naperville, IL 60566-7012 Catholic Knights of America John Kenawell, President 3525 Hampton Avenue St. Louis, MO 63139-1980 Catholic Union of Texas (The KJT) Elo J. Goerig, President P.O. Box 297 LaGrange, TX 78945 The Fund's Statement of Additional Information contains additional information about the Fund's Directors and is available without charge upon request by calling 1-877-222-2402. The Fund's Proxy Voting Policies and Procedures are available without charge upon request by calling 1-877-222-2402, on the Fund's website, www.catholicfunds.com, or on the SEC's website, at www.sec.gov. Information --------------------- ------------ regarding how the Fund voted proxies relating to portfolio securities during the twelve months ended June 30, 2004 is available on or through the Fund's website and on the SEC's website. Beginning with the Fund's first and third quarters ending after July 9, 2004, the Fund will file a complete schedule of portfolio holdings with the SEC on Form N-Q. The Form N-Q will be available without charge, upon request, by calling 1-877-222-2402, on the Fund's website and on the SEC's website. This report is intended for shareholders of The Catholic Funds. It is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus. The Catholic Church has not sponsored or endorsed The Catholic Funds nor approved or disapproved of the Funds as an investment. CATHOLIC FINANCIAL SERVICES CORPORATION GIVING VOICE TO CATHOLIC VALUES 1100 West Wells Street o Milwaukee, WI 53233 1-414-278-6550 Member NASD and SIPC The Catholic Funds are not available in all states. ITEM 2. CODE OF ETHICS As of the end of the period covered by this report on Form N-CSR, the Registrant has adopted a Code of Ethics that applies to the Registrant's principal executive officer, principal financial officer and principal accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Registrant's Board of Directors has determined that the Registrant has at least one audit committee financial expert serving on its Audit Committee. Thomas Munninghoff, a director of the Registrant since its commencement of operations in 1999, has been determined to be an audit committee financial expert and he is "independent" within the meeting of Item 3(a)(2) of Form N-CSR. Mr. Munninghoff is a [shareholdero] and the President and Audit Principal for the accounting firm of Munninghoff, Lange & Co., with which he has served in various capacities since 1983. Mr. Munninghoff is a Certified Public Accountant. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth information as to the fees billed to the Registrant for audit, audit-related, tax and other services and products provided by PricewaterhouseCoopers LLP, the Registrant's principal accountant, for each of the last two fiscal years. FISCAL YEAR ENDED SEPTEMBER 30, ------------------------------- 2003 2004 ---- ---- Audit Fees $19,340 $20,000 Audit-Related Fees $ -0- $ -0- Tax Fees(1)<F22> $ 2,125 $ 2,275 All Other Fees $ -0- $ -0- ------- ------- TOTAL $21,465 $22,275 ------- ------- ------- ------- (1)<F22> For 2003 and 2004, PricewaterhouseCoopers LLP assisted in the preparation of tax returns for the Registrant and also reviewed the Registrant's dividend calculations to assure compliance with Sub- chapter M of the Internal Revenue Code of 1986. PricewaterhouseCoopers LLP did not bill any amounts over the last two fiscal years for services or products provided to Catholic Financial Services Corporation ("CFSC"), the Registrant's investment advisor, or any entity controlling, controlled by or under common control with CFSC that provides ongoing services for the Registrant. The audit committee of the Registrant's Board of Directors selected PricewaterhouseCoopers LLP and approved all of the audit and non-audit services that were provided and the fees that were paid in each of 2003 and 2004 before that firm was engaged to provide such services. The audit committee of the Registrant's Board of Directors has not adopted any pre-approval policies and procedures (as described in paragraph (c)(7) of Rule 2-01 of Regulation S-X) regarding the provision of audit or non-audit services to the Registrant. The audit committee itself must approve all such services in advance. No non-audit services were provided to the Registrant with respect to the past two fiscal years pursuant to a waiver from the pre-approval requirement that were subsequently approved by the audit committee under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable to this Registrant, insofar as the Registrant is not a "listed issuer" within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934. ITEM 6. SCHEDULE OF INVESTMENTS The Schedule of Investments in securities of unaffiliated issuers is provided in the Registrant's Annual Report to Shareholders dated as of September 30, 2004 provided under Item 1 of this Report. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS Not applicable to this Registrant, insofar as the Registrant is not a closed-end management investment company. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS Not applicable insofar as the Registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors since the Registrant's Board of Directors adopted the resolution disclosed in the Registrant's semi-annual report on Form N-CSR for the period ended March 31, 2004. ITEM 11. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures. Within 90 days prior to the ---------------------------------- filing of this report on Form N-CSR, the Registrant's President (Principal Executive Officer) and its Chief Financial Officer (Principal Financial Officer) reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) of the Investment Company Act of 1940) and evaluated their effectiveness. Based on their evaluation, such officers determined that the disclosure controls and procedures adequately ensure that information required to be disclosed by the Registrant in this report on Form N-CSR is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission's rules and forms. (b) Change in Internal Controls. There were no changes in the --------------------------- Registrant's internal control over financial reporting (as defined in Rule 30a- 3(d) under the Investment Company Act of 1940) that occurred during the Registrant's last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. ITEM 12. EXHIBITS The following exhibits are attached to this Form N-CSR: EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 12(a)(1) The Code of Ethics for the Registrant's Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officers referred to in Item 2 was filed as Exhibit 12(a)(1) to the Registrant's Certified Shareholder Report on Form N-CSR filed on December 2, 2003, and is incorporated herein by reference. 12(a)(2)(A) Certification of Principal Executive Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002 is filed herewith 12(a)(2)(B) Certification of Principal Financial Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002 is filed herewith 12(b) Certification of Chief Executive Officer and Chief Financial Officer Required by Section 906 of the Sarbanes-Oxley Act of 2002 is furnished herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 8th day of December, 2004. THE CATHOLIC FUNDS, INC. By: /s/ Theodore F. Zimmer ----------------------------- Theodore F. Zimmer, President Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 8th day of December, 2004. By: /s/ Theodore F. Zimmer ----------------------------- Theodore F. Zimmer, President (Principal Executive Officer) By: /s/ Allan G. Lorge ------------------------------ Allan G. Lorge, Vice President, Secretary and Chief Financial Officer (Principal Financial Officer)