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, 2005 DATE OF REPORTING PERIOD: MARCH 31, 2005 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 LOGO) GIVING VOICE TO CATHOLIC VALUES THE CATHOLIC EQUITY FUND SEMI-ANNUAL REPORT MARCH 31, 2005 The Catholic Funds 1-877-222-2402 THANK YOU FOR CALLING THE CATHOLIC FUNDS. PLEASE SELECT FROM THE FOLLOWING SEVEN CHOICES: > FOR FUND PRICES -------------------------------------------- PRESS 1 > TO WORK WITH FUNDS YOU OWN --------------------------------- PRESS 2 > TO ORDER DUPLICATE ACCOUNT STATEMENTS OR CHECKBOOKS ----------------------------------- PRESS 3 > FOR FUND OBJECTIVES, FUND LITERATURE AND WATCHLIST INFORMATION ---------------------------------- PRESS 4 > FOR MAILING, WIRING AND INTERNET INFORMATION --------------------------------------- PRESS 5 > FOR YEAR-END ACCOUNT INFORMATION --------------------------- PRESS 6 > TO RETURN TO THE MAIN OR PREVIOUS MENU --------------------- PRESS * > 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 Board Approval of Investment Advisory and Subadvisory Agreements Letter to Shareholders Dear Shareholder: In developing the advocacy program of the Catholic Funds, we were inspired by John Paul II's message that Catholic social teaching is a call to action. He stressed that the "social message of the Gospel must not be considered a theory, but above all else a basis and a motivation for action." Noting that "even the decision to invest in one place rather than another . . . is always a moral and cultural choice," he stressed that the "Church offers her social teaching as an indispensable and ideal orientation" when confronting such concrete decisions. (Encyclical Centesimus Annus (1991), sections 57, 36, 43) While the Catholic Equity Fund is not sponsored or endorsed by the Catholic Church, it takes this legacy to heart. The Fund exists to give individuals and institutions the opportunity to put Catholic values into action in their investments. The Fund does this by o Filing shareholder resolutions that urge corporate boards and management to behave more consistently with Catholic values; o Voting the shares that the Fund owns on the basis of Catholic values; o Not investing in stock of companies that directly participate in abortion. Naturally, investors must evaluate the Catholic Equity Fund not only on the basis of putting Catholic values into action but also by its performance as an investment. This semi-annual report, which covers the 6-month period that ended March 31, 2005, provides essential information for doing that. Thank you for your continued trust and investment. /s/Daniel J. Steininger /s/Theodore F. Zimmer Daniel J. Steininger Theodore F. Zimmer Chairman, The Catholic Funds President, The Catholic Funds 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. For the most recent month-end performance data, and to obtain a prospectus for The Catholic Equity Fund, which includes fees, expenses, potential risks, and other information, call toll-free (877) 222-2402 or visit our website at www.CatholicFunds.com. You should read the prospectus carefully and consider the Fund's investment objectives, risks, and charges and expenses carefully before you invest or send money. The Catholic Equity Fund is distributed through Catholic Financial Services Corporation, 1100 W. Wells St., Milwaukee, WI 53233, (414) 278-6550, of which Daniel Steininger and Theodore 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 advises passive and active accounts for institutional and individual clients since 1983. Today, we manage over $19 billion in assets for 86 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 six months ended March 31, 2005, the Catholic Equity Fund ("Fund") produced a total return of 6.88% (Class A without sales load), which equaled the return of the S&P 500 Composite Stock Price Index ("Index") for that period. Fund expenses, which adversely affect the Fund's performance relative to the Index, were offset completely by the positive effects relative to the Index of the Fund's sampling strategy used to compensate for the securities excluded due to the sanctity of life screen. The strongest returns for the Fund occurred during the last quarter of 2004, as terrorism worries subsided and oil prices retreated. Since the beginning of the current year the Fund has pulled back because of the resumption in the rise of oil prices and investor uncertainty over the effect of the "measured" rate increases by the Federal Reserve Bank. On a positive note, interest rates remain low, employment is increasing albeit at a slow pace and earnings continue to grow at a healthy rate. The industries that provided the greatest contribution to return were energy reserves, electric utilities and drug companies. Energy companies and utilities benefited from the rising price of crude oil or an expanding global economy. Generally, companies that were in favor with investors had growing cash flows and high dividends. Industries that detracted from the Fund's performance were motor vehicle, internet and electric equipment companies. The motor vehicle companies had a difficult period as vehicle sales slowed and costs remained high relative to foreign competitors. Electric equipment companies also faced increased competition as earnings forecasts were reduced due to increased costs for research. Internet companies had excellent sales but the stock prices retreated as many investors perceived that the companies were growing at an unsustainable pace. During the six months ended March 31, 2005, the Catholic Equity Fund posted healthy returns. The economy does appear to be moderating, partially due to rising energy prices which may lead to a rise in inflation. Large capitalization stocks typically perform relatively well in a higher inflation environment. 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. Performance data represents past performance and is not a guarantee of future results. 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. Without the waiver of certain fees by the Advisor, the average annual return would have been lower. Current performance may be higher or lower than the performance quoted. For the most recent month-end performance data visit our website at www.CatholicFunds.com. THE CATHOLIC EQUITY FUND - CLASS A GROWTH OF A $10,000 INVESTMENT THE CATHOLIC EQUITY THE CATHOLIC EQUITY S&P 500 DATE FUND - CLASS A FUND - CLASS A W/LOAD INDEX ---- ------------------- --------------------- ------- 5/3/99 $10,000 $9,597 $10,000 6/30/99 $10,290 $9,875 $10,158 9/30/99 $9,690 $9,299 $9,523 12/31/99 $10,855 $10,417 $10,940 3/31/2000 $11,155 $10,705 $11,191 6/30/2000 $10,945 $10,504 $10,894 9/30/2000 $10,965 $10,523 $10,789 12/31/2000 $10,302 $9,886 $9,944 3/31/2001 $9,338 $8,961 $8,765 6/30/2001 $10,000 $9,597 $9,278 9/30/2001 $8,464 $8,123 $7,917 12/31/2001 $9,385 $9,007 $8,762 3/31/2002 $9,334 $8,958 $8,787 6/30/2002 $8,044 $7,720 $7,609 9/30/2002 $6,632 $6,365 $6,295 12/31/2002 $7,208 $6,918 $6,826 3/31/2003 $6,962 $6,681 $6,611 6/30/2003 $8,019 $7,696 $7,629 9/30/2003 $8,204 $7,874 $7,830 12/31/2003 $9,163 $8,794 $8,784 3/31/2004 $9,298 $8,923 $8,933 6/30/2004 $9,453 $9,072 $9,086 9/30/2004 $9,246 $8,873 $8,917 12/31/2004 $10,112 $9,704 $9,740 3/31/2005 $9,882 $9,484 $9,531 AVERAGE ANNUAL RETURNS March 31, 2005 (Unaudited) Since Inception 1 Year 5 Year Inception Date ------ ------ --------- --------- Class A (without sales load) 6.29% -2.39% -0.20% 5/3/99 Class A (with sales load) 1.98% -3.18% -0.89% 5/3/99 S&P 500 Index 6.69% -3.16% -0.81% 5/3/99 Class C (without sales load) 6.09% n/a 2.52% 4/9/02 Class C (with sales load) 5.09% n/a 2.52% 4/9/02 S&P 500 Index 6.69% -3.16% 3.66% 4/9/02 Class I 6.51% n/a 2.58% 4/3/02 S&P 500 Index 6.69% -3.16% 3.41% 4/3/02 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 share performance categories shown for periods prior to 4/3/02 are for the Catholic Equity Fund's predecessor fund, The Catholic Disciplined Capital Appreciation Fund. Class C and I shares were first available on 4/2/02. Class A performance has been restated to reflect the maximum sales charge of 4%. Class C performance would reflect 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 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 maybe 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. March 31, 2005 (Unaudited) Ticker Symbols Net Asset Values -------------- ---------------- Equity A CTHQX $9.47 Equity C CTHSX $9.46 Equity I CTHRX $9.47 TOP 10 HOLDINGS March 31, 2005 (Unaudited) Percentage of Rank Ticker Security Name Net Assets ---- ------ ------------- ---------- 1 GE General Electric Company 3.44% 2 XOM Exxon Mobil Corporation 3.43% 3 MSFT Microsoft Corporation 2.23% 4 JNJ Johnson & Johnson 2.20% 5 C Citigroup Inc. 2.10% 6 BAC Bank of America Corporation 1.60% 7 ESM5 S&P 500 Index E-mini Futures Contracts Expiring June 2005 1.59% 8 WMT Wal-Mart Stores, Inc. 1.58% 9 IBM International Business Machines Corporation (IBM) 1.38% 10 INTC Intel Corporation 1.31% EXPENSE EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemptions 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 October 1, 2004, to March 31, 2005. ACTUAL EXPENSES For each class, the first line of the table below provides information about actual account values and actual expenses. 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 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 Beginning Account Ending Account During Period1<F1> Annualized Value (10/1/2004) Value (3/31/2005) (10/1/2004 to 3/31/2005) Expense Ratio2<F2> ----------------- ----------------- ------------------------ ------------------ Class A Actual $1,000.00 $1,068.80 $3.51 0.68% Class A Hypothetical (5% return before expenses) $1,000.00 $1,021.54 $3.43 0.68% Class C Actual $1,000.00 $1,066.90 $4.79 0.93% Class C Hypothetical (5% return before expenses) $1,000.00 $1,020.29 $4.68 0.93% Class I Actual $1,000.00 $1,069.90 $2.22 0.43% Class I Hypothetical (5% return before expenses) $1,000.00 $1,022.79 $2.17 0.43% 1<F1> Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent half-year/365 days (to reflect the one-half year period). 2<F2> On November 15, 2004, the adviser voluntarily increased its expense reimbursements and fee waivers for each class of Fund shares, thereby decreasing the expense ratios for Class A from 0.95% to 0.60%, Class C from 1.20% to 0.85%, and Class I from 0.70% to 0.35%. ALLOCATION OF PORTFOLIO ASSETS (Calculated as a Percentage of Net Assets1<F3>) Financials2<F4> 19.28% Information Technology2<F4> 14.73% Health Care2<F4> 12.80% Industrials2<F4> 11.57% Consumer Discretionary2<F4> 11.28% Consumer Staples2<F4> 10.21% Energy2<F4> 8.50% Materials2<F4> 3.13% Utilities2<F4> 3.00% Telecommunications Services2<F4> 2.97% Futures Contracts 2.39% FHLB Discount Note 1.99% U.S. Treasury Bill 0.16% 1<F3> Total Net Assets on March 31, 2005 were $37,163,266 2<F4> Sectors based on Global Industry Classification Standard (GICS(R)) SCHEDULE OF INVESTMENTS MARCH 31, 2005 (UNAUDITED) THE CATHOLIC EQUITY FUND Common Stocks (97.5%) Shares Value - --------------------- ------ ----- 3M Co. 2,580 $221,080 Abbott Laboratories 6,550 305,361 ACE Limited 950 39,207 ADC Telecommunications, Inc.*<F5> 2,200 4,378 Adobe Systems Incorporated 800 53,736 Advanced Micro Devices, Inc.*<F5> 1,200 19,344 The AES Corporation*<F5> 2,000 32,760 Aetna Inc. 1,000 74,950 Affiliated Computer Services, Inc. - Class A*<F5> 400 21,296 AFLAC INCORPORATED 1,690 62,969 Agilent Technologies, Inc.*<F5> 1,550 34,410 Air Products and Chemicals, Inc. 750 47,467 Alberto-Culver Company 300 14,358 Albertson's, Inc. 1,150 23,748 Alcoa Inc. 2,800 85,092 Allegheny Energy, Inc.*<F5> 400 8,264 Allegheny Technologies, Inc. 300 7,233 Allergan, Inc. 765 53,145 Allied Waste Industries, Inc.*<F5> 900 6,579 The Allstate Corporation 2,240 121,094 ALLTEL Corporation 990 54,301 Altera Corporation*<F5> 1,250 24,725 Altria Group, Inc. 6,950 454,460 Ambac Financial Group, Inc. 350 26,163 Amerada Hess Corporation 350 33,674 Ameren Corporation 700 34,307 American Electric Power Company, Inc. 1,250 42,575 American Express Company 4,150 213,185 American International Group, Inc. 8,702 482,178 American Power Conversion Corporation 650 16,972 American Standard Companies Inc. 700 32,536 AmerisourceBergen Corporation 657 37,640 Amgen Inc.*<F5> 4,140 240,989 AmSouth Bancorporation 1,150 29,843 Anadarko Petroleum Corporation 850 64,685 Analog Devices, Inc. 1,250 45,175 Andrew Corporation*<F5> 400 4,684 Anheuser-Busch Companies, Inc. 2,600 123,214 Aon Corporation 1,050 23,982 Apache Corporation 1,032 63,189 Apartment Investment & Management Company 300 11,160 Apollo Group, Inc. - Class A*<F5> 600 44,436 Apple Computer, Inc.*<F5> 2,700 112,509 Applera Corporation - Applied Biosystems Group 650 12,831 Applied Materials, Inc. 5,600 91,000 Applied Micro Circuits Corporation*<F5> 900 2,961 Archer-Daniels- Midland Company 2,150 52,847 Archstone-Smith Trust 600 20,466 Ashland Inc. 200 13,494 AT&T Corp. 2,600 48,750 Autodesk, Inc. 800 23,808 Automatic Data Processing, Inc. 1,900 85,405 AutoNation, Inc.*<F5> 850 16,099 AutoZone, Inc.*<F5> 275 23,568 Avaya Inc.*<F5> 1,500 17,520 Avery Dennison Corporation 350 21,676 Avon Products, Inc. 1,500 64,410 Baker Hughes Incorporated 1,050 46,714 Ball Corporation 400 16,592 Bank of America Corporation 13,502 595,438 The Bank of New York Company, Inc. 2,500 72,625 C.R. Bard, Inc. 300 20,424 Bausch & Lomb Incorporated 200 14,660 Baxter International Inc. 1,950 66,261 BB&T Corporation 1,750 68,390 The Bear Stearns Companies Inc. 390 38,961 Becton, Dickinson and Company 850 49,657 Bed Bath & Beyond Inc.*<F5> 1,015 37,088 BellSouth Corporation 6,000 157,740 Bemis Company, Inc. 300 9,336 Best Buy Co., Inc. 1,100 59,411 Big Lots, Inc.*<F5> 300 3,606 Biogen Idec Inc.*<F5> 1,060 36,581 Biomet, Inc. 850 30,855 BJ Services Company 540 28,015 The Black & Decker Corporation 300 23,697 BMC Software, Inc.*<F5> 750 11,250 The Boeing Company 2,800 163,688 Boston Scientific Corporation*<F5> 2,780 81,426 Bristol-Myers Squibb Company 9,450 240,597 Broadcom Corporation - Class A*<F5> 1,050 31,416 Brown-Forman Corporation - Class B 400 21,900 Brunswick Corporation 300 14,055 Burlington Northern Santa Fe Corporation 1,250 67,412 Burlington Resources Inc. 1,300 65,091 Calpine Corporation*<F5> 1,700 4,760 Campbell Soup Company 1,350 39,177 Capital One Financial Corporation 850 63,554 Cardinal Health, Inc. 2,200 122,760 Caremark Rx, Inc.*<F5> 1,500 59,670 Carnival Corporation 1,950 101,029 Caterpillar Inc. 1,150 105,156 Cendant Corporation 3,400 69,836 CenterPoint Energy, Inc. 900 10,827 Centex Corporation 400 22,908 CenturyTel, Inc. 400 13,136 ChevronTexaco Corporation 6,972 406,537 Chiron Corporation*<F5> 650 22,789 The Chubb Corporation 600 47,562 CIENA Corporation*<F5> 1,400 2,408 CIGNA Corporation 400 35,720 Cincinnati Financial Corporation 525 22,895 Cinergy Corp. 600 24,312 Cintas Corporation 600 24,786 Circuit City Stores, Inc. 600 9,630 Cisco Systems, Inc.*<F5> 21,785 389,734 CIT Group Inc. 700 26,600 Citigroup Inc. 17,405 782,181 Citizens Communications Company 950 12,293 Citrix Systems, Inc.*<F5> 500 11,910 Clear Channel Communications, Inc. 1,875 64,631 The Clorox Company 475 29,920 CMS Energy Corporation*<F5> 600 7,824 Coach, Inc.*<F5> 600 33,978 The Coca-Cola Company 8,005 333,568 Coca-Cola Enterprises Inc. 1,550 31,806 Colgate-Palmolive Company 1,750 91,297 Comcast Corporation - Class A*<F5> 7,252 244,973 Comerica Incorporated 600 33,048 Compass Bancshares, Inc. 400 18,160 Computer Associates International, Inc. 1,855 50,270 Computer Sciences Corporation*<F5> 600 27,510 Compuware Corporation*<F5> 1,200 8,640 Comverse Technology, Inc.*<F5> 650 16,393 ConAgra Foods, Inc. 1,640 44,313 ConocoPhillips 2,314 249,542 Consolidated Edison, Inc. 765 32,268 Constellation Energy Group 600 31,020 Convergys Corporation*<F5> 400 5,972 Cooper Industries, Ltd. - Class A 300 21,456 Cooper Tire & Rubber Company 200 3,672 Corning Incorporated*<F5> 4,650 51,754 Costco Wholesale Corporation 1,550 68,479 Countrywide Financial Corporation 1,898 61,609 CSX Corporation 650 27,073 Cummins Inc. 100 7,035 CVS Corporation 1,350 71,037 Dana Corporation 500 6,395 Danaher Corporation 1,000 53,410 Darden Restaurants, Inc. 500 15,340 Deere & Company 850 57,060 Dell Inc.*<F5> 8,170 313,891 Delphi Corporation 1,800 8,064 Delta Air Lines, Inc.*<F5> 300 1,215 Devon Energy Corporation 1,600 76,400 Dillard's, Inc. - Class A 300 8,070 Dollar General Corporation 1,150 25,197 Dominion Resources, Inc. 1,050 78,151 R. R. Donnelley & Sons Company 700 22,134 Dover Corporation 650 24,564 The Dow Chemical Company 3,100 154,535 Dow Jones & Company, Inc. 300 11,211 DTE Energy Company 590 26,833 E. I. du Pont de Nemours and Company 3,300 169,092 Duke Energy Corporation 3,100 86,831 Dynegy Inc. - Class A*<F5> 1,200 4,692 Eastman Chemical Company 300 17,700 Eastman Kodak Company 950 30,923 Eaton Corporation 500 32,700 eBay Inc.*<F5> 4,300 160,218 Ecolab Inc. 800 26,440 Edison International 1,050 36,456 El Paso Corporation 2,045 21,636 Electronic Arts Inc. (EA)*<F5> 1,000 51,780 Electronic Data Systems Corporation 1,650 34,106 EMC Corporation*<F5> 7,950 97,944 Emerson Electric Co. 1,350 87,655 Engelhard Corporation 400 12,012 Entergy Corporation 750 52,995 EOG Resources, Inc. 800 38,992 Equifax Inc. 400 12,276 Equity Office Properties Trust 1,271 38,295 Equity Residential 950 30,600 E*TRADE Financial Corporation*<F5> 1,200 14,400 Exelon Corporation 2,200 100,958 Express Scripts, Inc.*<F5> 200 17,438 Exxon Mobil Corporation 21,398 1,275,321 Family Dollar Stores, Inc. 500 15,180 Fannie Mae 3,200 174,240 Federated Department Stores, Inc. 550 35,002 Federated Investors, Inc. - Class B 300 8,493 FedEx Corp. 950 89,252 Fifth Third Bancorp 1,850 79,513 First Data Corporation 2,729 107,277 FirstEnergy Corp. 1,050 44,047 First Horizon National Corporation 400 16,316 Fiserv, Inc.*<F5> 650 25,870 Fisher Scientific International Inc.*<F5> 400 22,768 Fluor Corporation 300 16,629 Ford Motor Company 6,000 67,980 Forest Laboratories, Inc.*<F5> 2,450 90,527 Fortune Brands, Inc. 450 36,284 FPL Group, Inc. 1,300 52,195 Franklin Resources, Inc. 850 58,352 Freddie Mac 2,250 142,200 Freeport-McMoRan Copper & Gold, Inc. - Class B 600 23,766 Freescale Semiconductor Inc. - Class B*<F5> 1,342 23,150 Gannett Co.,Inc. 850 67,218 The Gap, Inc. 2,800 61,152 Gateway, Inc.*<F5> 1,200 4,836 General Dynamics Corporation 650 69,582 General Electric Company 35,435 1,277,786 General Mills, Inc. 1,150 56,522 General Motors Corporation 1,815 53,343 Genuine Parts Company 600 26,094 Genzyme Corporation*<F5> 850 48,654 Georgia-Pacific Corp 850 30,167 Gilead Sciences, Inc.*<F5> 1,400 50,120 The Gillette Company 3,265 164,817 Golden West Financial Corporation 1,000 60,500 The Goldman Sachs Group, Inc. 1,550 170,484 Goodrich Corporation 400 15,316 The Goodyear Tire & Rubber Company*<F5> 700 9,345 W.W. Grainger, Inc. 300 18,681 Great Lakes Chemical Corporation 200 6,424 Guidant Corporation 1,050 77,595 Halliburton Company 1,650 71,362 Harley-Davidson, Inc. 950 54,872 Harrah's Entertainment, Inc. 400 25,832 The Hartford Financial Services Group, Inc. 950 65,132 Hasbro, Inc. 600 12,270 Hercules Incorporated*<F5> 400 5,796 Hershey Foods Corporation 800 48,368 Hewlett-Packard Company 9,857 216,263 Hilton Hotels Corporation 1,250 27,938 H.J. Heinz Company 1,150 42,366 The Home Depot, Inc. 7,250 277,240 Honeywell International Inc. 2,800 104,188 Hospira, Inc.*<F5> 525 16,942 H&R Block, Inc. 490 24,784 Humana Inc.*<F5> 500 15,970 Huntington Bancshares Incorporated 750 17,925 Illinois Tool Works Inc. 1,000 89,530 IMS Health Incorporated 750 18,293 Ingersoll-Rand Company 600 47,790 Intel Corporation 20,935 486,320 International Business Machines Corporation (IBM) 5,615 513,099 International Flavors & Fragrances Inc. 275 10,863 International Game Technology 1,100 29,326 International Paper Company 1,590 58,496 The Interpublic Group of Companies, Inc.*<F5> 1,250 15,350 Intuit Inc.*<F5> 565 24,730 ITT Industries, Inc. 325 29,328 Jabil Circuit, Inc.*<F5> 665 18,966 Janus Capital Group Inc. 750 10,463 J. C. Penney Company, Inc. - Holding Company 950 49,324 JDS Uniphase Corporation *<F5> 4,750 7,933 Jefferson-Pilot Corporation 400 19,620 Johnson & Johnson 12,200 819,352 Johnson Controls, Inc. 630 35,129 Jones Apparel Group, Inc. 400 13,396 JPMorgan Chase & Co. 11,695 404,647 KB HOME 200 23,492 Kellogg Company 1,350 58,414 Kerr-McGee Corporation 550 43,081 KeyCorp 1,350 43,807 KeySpan Corporation 500 19,485 Kimberly-Clark Corporation 1,600 105,168 Kinder Morgan, Inc. 400 30,280 King Pharmaceuticals, Inc.*<F5> 650 5,402 KLA-Tencor Corporation 650 29,907 Knight-Ridder, Inc. 300 20,175 Kohl's Corporation*<F5> 1,115 57,567 The Kroger Co.*<F5> 2,500 40,075 L-3 Communications Holdings, Inc. 400 28,408 Laboratory Corporation of America Holdings*<F5> 400 19,280 Leggett & Platt, Incorporated 650 18,772 Lehman Brothers Holdings Inc. 850 80,036 Lexmark International, Inc.*<F5> 450 35,987 Eli Lilly and Company 5,900 307,390 Limited Brands 1,350 32,805 Lincoln National Corporation 600 27,084 Linear Technology Corporation 1,050 40,226 Liz Claiborne, Inc. 400 16,052 Lockheed Martin Corporation 1,450 88,537 Loews Corporation 650 47,801 Louisiana-Pacific Corporation 400 10,056 Lowe's Companies, Inc. 2,540 145,009 LSI Logic Corporation*<F5> 1,200 6,708 Lucent Technologies Inc.*<F5> 14,550 40,013 M&T Bank Corporation 400 40,824 Manor Care, Inc. 300 10,908 Marathon Oil Corporation 1,150 53,958 Marriott International, Inc. - Class A 750 50,145 Marsh & McLennan Companies, Inc. 1,740 52,931 Marshall & Ilsley Corporation 750 31,313 Masco Corporation 1,450 50,271 Mattel, Inc. 1,350 28,823 Maxim Integrated Products, Inc. 1,050 42,914 The May Department Stores Company 950 35,169 Maytag Corporation 300 4,191 MBIA Inc. 500 26,140 MBNA Corporation 4,200 103,110 McCormick & Company, Incorporated 400 13,772 McDonald's Corporation 4,150 129,231 The McGraw-Hill Companies, Inc. 650 56,712 McKesson Corporation 2,150 81,162 MeadWestvaco Corporation 650 20,683 Medco Health Solutions, Inc.*<F5> 875 43,374 MedImmune, Inc.*<F5> 850 20,239 Medtronic, Inc. 3,930 200,233 Mellon Financial Corporation 1,350 38,529 Merck & Co. Inc. 11,950 386,821 Mercury Interactive Corporation*<F5> 300 14,214 Meredith Corporation 200 9,350 Merrill Lynch & Co., Inc. 3,100 175,460 MetLife, Inc. 2,400 93,840 MGIC Investment Corporation 300 18,501 Micron Technology, Inc.*<F5> 1,950 20,163 Microsoft Corporation 34,340 829,998 Millipore Corporation*<F5> 200 8,680 Molex Incorporated 650 17,134 Molson Coors Brewing Company 200 15,434 Monsanto Company 850 54,825 Monster Worldwide Inc.*<F5> 400 11,220 Moody's Corporation 490 39,621 Morgan Stanley 3,600 206,100 Motorola, Inc. 8,030 120,209 Mylan Laboratories Inc. 900 15,948 Nabors Industries, Ltd*<F5> 500 29,570 National City Corporation 2,250 75,375 National-Oilwell Varco Inc.*<F5> 500 23,350 National Semiconductor Corporation 1,200 24,732 Navistar International Corporation*<F5> 200 7,280 NCR Corporation*<F5> 600 20,244 Network Appliance, Inc.*<F5> 1,150 31,809 The New York Times Company - Class A 500 18,290 Newell Rubbermaid Inc. 840 18,430 Newmont Mining Corporation 1,450 61,262 News Corporation - Class A 9,500 160,740 Nextel Communications, Inc. - Class A*<F5> 3,580 101,744 Nicor Inc. 100 3,709 NIKE, Inc. - Class B 850 70,813 NiSource Inc. 850 19,372 Noble Corporation*<F5> 450 25,295 Nordstrom, Inc. 500 27,690 Norfolk Southern Corporation 1,250 46,312 North Fork Bancorporation, Inc. 1,500 41,610 Northern Trust Corporation 750 32,580 Northrop Grumman Corporation 1,214 65,532 Novell, Inc.*<F5> 1,000 5,960 Novellus Systems, Inc.*<F5> 500 13,365 Nucor Corporation 500 28,780 NVIDIA Corporation*<F5> 500 11,880 Occidental Petroleum Corporation 1,340 95,368 Office Depot, Inc.*<F5> 1,050 23,289 OfficeMax Inc 300 10,050 Omnicom Group Inc. 650 57,538 Oracle Corporation*<F5> 15,380 191,942 PACCAR Inc 625 45,244 Pactiv Corporation*<F5> 500 11,675 Pall Corporation 400 10,848 Parametric Technology Corporation*<F5> 900 5,031 Parker Hannifin Corporation 400 24,368 Paychex, Inc. 1,175 38,564 Peoples Energy Corporation 100 4,192 The Pepsi Bottling Group, Inc. 800 22,280 PepsiCo, Inc. 5,550 294,316 PerkinElmer, Inc. 400 8,252 PG&E Corporation 1,250 42,625 Phelps Dodge Corporation 300 30,519 Pinnacle West Capital Corporation 300 12,753 Pitney Bowes Inc. 750 33,840 Plum Creek Timber Company, Inc. 650 23,205 PMC-Sierra, Inc.*<F5> 500 4,400 PNC Financial Services Group 950 48,906 PPG Industries, Inc. 600 42,912 PPL Corporation 600 32,394 Praxair, Inc. 1,100 52,646 Principal Financial Group, Inc. 1,050 40,415 The Procter & Gamble Company 8,380 444,140 Progress Energy, Inc. 750 31,463 The Progressive Corporation 650 59,644 ProLogis 600 22,260 Providian Financial Corporation*<F5> 900 15,444 Prudential Financial, Inc. 1,650 94,710 Public Service Enterprise Group Incorporated 750 40,793 Pulte Homes, Inc. 400 29,452 QLogic Corporation*<F5> 300 12,150 QUALCOMM Inc 5,500 201,575 Quest Diagnostics Incorporated 300 31,539 Qwest Communications International Inc.*<F5> 6,000 22,200 RadioShack Corporation 500 12,250 Raytheon Company 1,450 56,115 Reebok International Ltd. 200 8,860 Regions Financial Corporation 1,552 50,285 Reynolds American Inc. 500 40,295 Robert Half International Inc. 600 16,176 Rockwell Automation, Inc. 650 36,816 Rockwell Collins, Inc. 550 26,175 Rohm and Haas Company 750 36,000 Rowan Companies, Inc.*<F5> 300 8,979 T. Rowe Price Group Inc. 400 23,752 Ryder System, Inc. 200 8,340 Sabre Holdings Corporation 400 8,752 SAFECO Corporation 400 19,484 Safeway Inc.*<F5> 1,450 26,869 Sanmina-SCI Corporation*<F5> 1,700 8,874 Sara Lee Corporation 2,500 55,400 SBC Communications Inc. 10,850 257,036 Schering-Plough Corporation 7,550 137,032 Schlumberger Limited 1,900 133,912 The Charles Schwab Corporation 4,500 47,295 Scientific-Atlanta, Inc. 500 14,110 Sealed Air Corporation*<F5> 300 15,582 Sears Holdings Corporation*<F5> 305 40,562 Sempra Energy 750 29,880 The Sherwin-Williams Company 500 21,995 Siebel Systems, Inc.*<F5> 1,600 14,608 Sigma-Aldrich Corporation 200 12,250 Simon Property Group, Inc. 690 41,800 SLM Corporation 1,375 68,530 Snap-on Incorporated 200 6,358 Solectron Corporation*<F5> 2,900 10,063 The Southern Company 2,405 76,551 Southwest Airlines Co. 2,500 35,600 Sovereign Bancorp, Inc. 1,200 26,592 Sprint Corporation 4,900 111,475 St. Jude Medical, Inc.*<F5> 1,180 42,480 The St. Paul Travelers Companies, Inc. 2,141 78,639 The Stanley Works 300 13,581 Staples, Inc. 1,650 51,859 Starbucks Corporation*<F5> 1,350 69,741 Starwood Hotels & Resorts Worldwide, Inc. 650 39,020 State Street Corporation 1,050 45,906 Stryker Corporation 1,280 57,101 Sun Microsystems, Inc.*<F5> 10,750 43,430 SunGard Data Systems Inc.*<F5> 950 32,775 Sunoco, Inc. 200 20,704 SunTrust Banks, Inc. 1,250 90,087 SUPERVALU INC. 400 13,340 Symantec Corporation*<F5> 2,300 49,059 Symbol Technologies, Inc. 750 10,868 Synovus Financial Corp. 1,050 29,253 Sysco Corporation 2,115 75,717 Target Corporation 2,945 147,309 TECO Energy, Inc. 600 9,408 Tektronix, Inc. 300 7,359 Tellabs, Inc.*<F5> 1,400 10,220 Temple-Inland Inc. 200 14,510 Teradyne, Inc.*<F5> 650 9,490 Texas Instruments Incorporated 5,700 145,293 Textron Inc. 500 37,310 Thermo Electron Corporation*<F5> 500 12,645 Tiffany & Co. 500 17,260 Time Warner Inc.*<F5> 15,100 265,005 The TJX Companies, Inc. 1,565 38,546 Torchmark Corporation 400 20,880 Toys "R" Us, Inc.*<F5> 650 16,744 Transocean Inc.*<F5> 1,050 54,033 Tribune Company 1,050 41,864 TXU Corp. 750 59,722 Tyco International Ltd. 6,600 223,080 Union Pacific Corporation 815 56,805 Unisys Corporation*<F5> 950 6,707 United Parcel Service, Inc. - Class B 3,690 268,411 United States Steel Corporation 400 20,340 United Technologies Corporation 1,650 167,739 UnitedHealth Group Incorporated 2,200 209,836 Univision Communications Inc. - Class A*<F5> 1,050 29,075 Unocal Corporation 850 52,436 UnumProvident Corporation 1,050 17,871 U.S. Bancorp 6,100 175,802 UST Inc. 500 25,850 Valero Energy Corporation 800 58,616 VERITAS Software Corporation*<F5> 1,350 31,347 Verizon Communications Inc. 9,117 323,653 V. F. Corporation 400 23,656 Viacom Inc. - Class B 5,600 195,048 Visteon Corporation *<F5> 300 1,713 Vulcan Materials Company 300 17,049 Wachovia Corporation 5,284 269,008 Wal-Mart Stores, Inc. 11,700 586,287 Walgreen Co. 3,380 150,140 The Walt Disney Company 6,750 193,927 Washington Mutual, Inc. 2,895 114,352 Waste Management, Inc. 1,850 53,372 Waters Corporation*<F5> 400 14,316 Watson Pharmaceuticals, Inc.*<F5> 400 12,292 WellPoint Inc.*<F5> 1,000 125,350 Wells Fargo & Company 5,640 337,272 Wendy's International, Inc. 400 15,616 Weyerhaeuser Company 750 51,375 Whirlpool Corporation 200 13,546 The Williams Companies, Inc. 1,900 35,739 Wm. Wrigley Jr. Company 790 51,800 Wyeth 6,200 261,516 Xcel Energy, Inc. 1,250 21,475 Xerox Corporation*<F5> 3,100 46,965 Xilinx, Inc. 1,150 33,615 XL Capital Ltd - Class A 500 36,185 XTO Energy, Inc. 1,200 39,408 Yahoo! Inc.*<F5> 4,580 155,262 Yum! Brands, Inc 950 49,219 Zimmer Holdings, Inc.*<F5> 790 61,470 Zions Bancorporation 300 20,706 ----------- TOTAL COMMON STOCKS (COST $31,819,419) 36,223,893 ----------- Short-Term Principal Investments (2.1%) Amount - ------------------ --------- FHLB Discount Note, 04/01/2005, 2.4330% $739,000 $ 739,000 U.S. Treasury Bill, 06/23/2005, 2.5506% 60,000 59,618 ----------- TOTAL SHORT-TERM INVESTMENT (COST $798,618) 798,618 ----------- TOTAL INVESTMENTS - 99.6% (COST $32,618,037) 37,022,511 OTHER ASSETS, LESS LIABILITIES - 0.4% 140,755 TOTAL NET ASSETS - 100.0% $37,163,266 ----------- ----------- *<F5> Non-income producing security. The accompanying Notes to Financial Statements are an integral part of this schedule. SCHEDULE OF FUTURES CONTRACTS MARCH 31, 2005 (UNAUDITED) THE CATHOLIC EQUITY FUND Unrealized Futures Contracts Purchased Contracts Depreciation - --------------------------- --------- ------------ S&P 500 Index Futures Contracts Expiring June 2005 (Underlying Face Amount at Market Value $295,975) 1 $(5,863) S&P 500 Index E-mini Futures Contracts Expiring June 2005 (Underlying Face Amount at Market Value $591,950) 10 (13,150) -------- TOTAL FUTURES CONTRACTS PURCHASED $(19,013) -------- -------- The accompanying Notes to Financial Statements are an integral part of this schedule. STATEMENT OF ASSETS & LIABILITIES MARCH 31, 2005 (UNAUDITED) The Catholic Equity Fund ----------- ASSETS - ------ Investments, at cost $32,618,037 ----------- Investments, at value $37,022,511 Cash 2,498 Dividend receivable 50,941 Receivable for Fund shares sold 7,618 Receivable from Adviser 36,689 Other assets 73,921 ----------- TOTAL ASSETS 37,194,178 ----------- LIABILITIES - ----------- Payable for Fund shares redeemed 5,913 Payable to broker 1,125 Accrued expenses and other liabilities 23,874 ----------- TOTAL LIABILITIES 30,912 ----------- NET ASSETS $37,163,266 ----------- ----------- NET ASSETS CONSIST OF: - ---------------------- Paid in capital $37,048,054 Undistributed net investment income 131,080 Undistributed net realized loss on investments sold and futures contracts (4,401,330) Net unrealized appreciation (depreciation) on: Investments 4,404,474 Futures contracts (19,012) ----------- NET ASSETS $37,163,266 ----------- ----------- CLASS A SHARES - -------------- Net assets $7,894,801 Shares authorized ($0.001 par value) 100,000,000(1)<F6> Shares issued and outstanding 833,801 Net asset value, redemption price and minimum offering price per share $9.47 Maximum offering price per share ($9.47/0.96) $9.86 CLASS C SHARES - -------------- Net assets $3,371,368 Shares authorized ($0.001 par value) 100,000,000(1)<F6> Shares issued and outstanding 356,434 Net asset value and offering price per share $9.46 CLASS I SHARES - -------------- Net assets $25,897,097 Shares authorized ($0.001 par value) 100,000,000(1)<F6> Shares issued and outstanding 2,733,233 Net asset value, redemption price and offering price per share $9.47 (1)<F6> 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 SIX MONTHS ENDED MARCH 31, 2005 (UNAUDITED) The Catholic Equity Fund ----------- INVESTMENT INCOME - ----------------- Dividend income $423,045 Interest income 3,581 Other income 154 ---------- TOTAL INCOME 426,780 ---------- EXPENSES - -------- Investment advisory fees 89,030 Transfer agent fees and expenses 39,893 Legal fees 38,579 Portfolio accounting fees 32,074 Federal and state registration fees 17,118 Insurance fees 13,535 Audit fees 10,259 Printing and postage expenses 9,646 Custody fees 8,949 Directors' fees and expenses 3,589 12b-1 fees - Class A 9,481 12b-1 fees - Class C 12,742 Other 25,415 ---------- TOTAL EXPENSES 310,310 ---------- Less waivers and reimbursements by adviser (215,939) ---------- NET EXPENSES 94,371 ---------- NET INVESTMENT INCOME 332,409 ---------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS - -------------------------------------------------- Net realized gain (loss) on: Investments (4,459) Futures contracts 45,555 Net change in unrealized appreciation (depreciation) on: Investments 1,907,749 Futures contracts (16,397) ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 1,932,448 ---------- CHANGE IN NET ASSETS RESULTING FROM OPERATIONS $2,264,857 ---------- ---------- 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 Six For the Months Ended Year Ended March 31, 2005 September 30, (Unaudited) 2004 -------------- ------------- OPERATIONS - ---------- Net investment income $332,409 $280,007 Net realized gain (loss) on investments and futures contracts 41,096 (55,313) Net change in unrealized appreciation on investments and futures contracts 1,891,352 3,169,847 ----------- ----------- CHANGE IN NET ASSETS RESULTING FROM OPERATIONS 2,264,857 3,394,541 ----------- ----------- DISTRIBUTIONS TO CLASS A SHAREHOLDERS - ------------------------------------- Distributions from net investment income (78,529) (33,289) DISTRIBUTIONS TO CLASS C SHAREHOLDERS - ------------------------------------- Distributions from net investment income (16,732) (17,425) DISTRIBUTIONS TO CLASS I SHAREHOLDERS - ------------------------------------- Distributions from net investment income (313,225) (165,953) ----------- ----------- CHANGE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (408,486) (216,667) ----------- ----------- CAPITAL SHARE TRANSACTIONS - -------------------------- Proceeds from shareholder purchases 3,462,505 3,964,509 Net asset value of shares issued to shareholders in payment of distributions declared 396,621 211,562 Cost of shares redeemed (582,987) (1,563,341) ----------- ----------- CHANGE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS 3,276,139 2,612,730 ----------- ----------- CHANGE IN NET ASSETS $5,132,510 $5,790,604 ----------- ----------- NET ASSETS, BEGINNING OF PERIOD $32,030,756 $26,240,152 ----------- ----------- NET ASSETS, END OF PERIOD $37,163,266 $32,030,756 ----------- ----------- ----------- ----------- UNDISTRIBUTED NET INVESTMENT INCOME $131,080 $204,866 ----------- ----------- ----------- ----------- The accompanying Notes to Financial Statements are an integral part of these statements. FINANCIAL HIGHLIGHTS THE CATHOLIC EQUITY FUND - CLASS A For the Six Months Ended For the Year Ended September 30, March 31, 2005(3)<F9> ----------------------------------------------------------------------- (Unaudited) 2004(3)<F9> 2003(3)<F9> 2002(3)<F9> 2001(3)<F9> 2000(3)<F9> --------------------- ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, BEGINNING OF PERIOD $8.95 $7.99 $6.48 $8.43 $10.95 $9.69 ----- ----- ----- ----- ------ ----- Net investment income (loss) 0.08 0.08 0.04 0.06 (0.04)(2)<F8> (0.03)(2)<F8> Net realized and unrealized gain (loss) on investments 0.54 0.93 1.49 (1.83) (2.45) 1.31 ----- ----- ----- ----- ------ ----- TOTAL FROM INVESTMENT OPERATIONS 0.62 1.01 1.53 (1.77) (2.49) 1.28 ----- ----- ----- ----- ------ ----- Distributions from net investment income (0.10) (0.05) (0.02) -- -- -- Distributions from net realized gain -- -- -- (0.18) (0.03) (0.02) ----- ----- ----- ----- ------ ----- TOTAL DISTRIBUTIONS (0.10) (0.05) (0.02) (0.18) (0.03) (0.02) ----- ----- ----- ----- ------ ----- NET ASSET VALUE, END OF PERIOD $9.47 $8.95 $7.99 $6.48 $8.43 $10.95 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- Total return(1)<F7> 6.88% 12.70% 23.71% (21.65)% (22.81)% 13.16% RATIOS TO AVERAGE NET ASSETS - ---------------------------- Net assets, end of period $7,894,801 $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(6)<F12> 1.87% 1.94% 2.44% 2.48% 3.05% 3.31% After expense waivers and reimbursements(6)<F12> 0.68%(7)<F13> 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(6)<F12> 0.00% (0.22)% (0.66)% (0.94)% (1.75)% (1.89)% After expense waivers and reimbursements(6)<F12> 1.19% 0.77% 0.83% 0.31% (0.45)% (0.33)% Portfolio turnover rate 2.59% 1.88% 9.46%(4) 31.23%(5) 39.17% 28.78% <F10> <F11> (1)<F7> Based on net asset value, which does not reflect the sales charge. (2)<F8> Per share net investment loss has been calculated prior to tax adjustments. (3)<F9> 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 March 31, 2005 reflects the operations of The Catholic Equity Fund. (Note 1) (4)<F10> Portfolio turnover rate excludes purchases and sales from merger of The Catholic Values Investment Trust and The Catholic Equity Fund. (5)<F11> Portfolio turnover reflects the operations of the Catholic Equity Fund for the period April 3, 2002 through September 30, 2002. (6)<F12> Computed on an annualized basis. (7)<F13> On November 15, 2004, the adviser voluntarily increased its expense reimbursements and fee waivers to the Fund, thereby decreasing its expense ratio from 0.95% to 0.60%. The accompanying Notes to Financial Statements are an integral part of these statements. THE CATHOLIC EQUITY FUND - CLASS C For the Six For the Year Ended For the Months Ended September 30, Period Ended March 31, 2005 ------------------------ September 30, (Unaudited) 2004 2003 2002(1)<F14> -------------- ---- ---- ------------- NET ASSET VALUE, BEGINNING OF PERIOD $8.90 $7.96 $6.48 $8.92 ----- ----- ----- ----- Net investment income 0.07 0.05 0.04 0.01 Net realized and unrealized gain (loss) on investments 0.54 0.94 1.48 (2.45) ----- ----- ----- ----- TOTAL FROM INVESTMENT OPERATIONS 0.61 0.99 1.52 (2.44) ----- ----- ----- ----- Distributions from net investment income (0.05) (0.05) (0.04) -- ----- ----- ----- ----- TOTAL DISTRIBUTIONS (0.05) (0.05) (0.04) -- ----- ----- ----- ----- NET ASSET VALUE, END OF PERIOD $9.46 $8.90 $7.96 $6.48 ----- ----- ----- ----- ----- ----- ----- ----- Total return(2)<F15> 6.69% 12.39% 23.69% (27.47)%(3)<F16> RATIOS TO AVERAGE NET ASSETS Net assets, end of period $3,371,368 $3,344,454 $3,016,387 $3,432 Ratio of expenses to average net assets: Before expense waivers and reimbursements(4)<F17> 2.37% 2.44% 2.94% 3.71% After expense waivers and reimbursements(4)<F17> 0.93%(6)<F19> 1.20% 1.20% 1.20% Ratio of net investment income (loss) to average net assets: Before expense waivers and reimbursements(4)<F17> (0.63)% (0.72)% (1.16)% (1.84)% After expense waivers and reimbursements(4)<F17> 0.81% 0.52% 0.58% 0.67% Portfolio turnover rate 2.59% 1.88% 9.46%(5)<F18> 31.23%(3)<F16> (1)<F14> Reflects operations for the period from April 9, 2002 (commencement of operation), to September 30, 2002. (Note 1) (2)<F15> Based on net asset value, which does not reflect the contingent deferred sales charge. (3)<F16> Not annualized. (4)<F17> Computed on an annualized basis. (5)<F18> Portfolio turnover rate excludes purchases and sales from the merger of The Catholic Values Investment Trust and The Catholic Equity Fund. (6)<F19> On November 15, 2004, the adviser voluntarily increased its expense reimbursements and fee waivers to the Fund, thereby decreasing its expense ratio from 1.20% to 0.85%. The accompanying Notes to Financial Statements are an integral part of these statements. THE CATHOLIC EQUITY FUND - CLASS I For the Six For the Year Ended For the Months Ended September 30, Period Ended March 31, 2005 ------------------------ September 30, (Unaudited) 2004 2003 2002(1)<F20> -------------- ---- ---- ------------- NET ASSET VALUE, BEGINNING OF PERIOD $8.96 $8.00 $6.49 $9.02 ----- ----- ----- ----- Net investment income 0.09 0.09 0.07 0.02 Net realized and unrealized gain (loss) on investments 0.54 0.94 1.49 (2.55) ----- ----- ----- ----- TOTAL FROM INVESTMENT OPERATIONS 0.63 1.03 1.56 (2.53) ----- ----- ----- ----- Distributions from net investment income (0.12) (0.07) (0.05) -- ----- ----- ----- ----- TOTAL DISTRIBUTIONS (0.12) (0.07) (0.05) -- ----- ----- ----- ----- NET ASSET VALUE, END OF PERIOD $9.47 $8.96 $8.00 $6.49 ----- ----- ----- ----- ----- ----- ----- ----- Total return 6.99% 12.89% 24.19% (28.05)%(2)<F21> RATIOS TO AVERAGE NET ASSETS - ---------------------------- Net assets, end of period $25,897,097 $21,818,191 $18,540,009 $9,831,101 Ratio of expenses to average net assets: Before expense waivers and reimbursements(3)<F22> 1.62% 1.69% 2.19% 2.55% After expense waivers and reimbursements(3)<F22> 0.43%(5)<F24> 0.70% 0.70% 0.70% Ratio of net investment income (loss) to average net assets: Before expense waivers and reimbursements(3)<F22> (0.60)% 0.03% (0.41)% (0.82)% After expense waivers and reimbursements(3)<F22> 0.59% 1.02% 1.08% 1.03% Portfolio turnover rate 2.59% 1.88% 9.46%(4)<F23> 31.23%(2)<F21> (1)<F20> Reflects operations for the period from April 3, 2002 (commencement of operations), to September 30, 2002.(Note 1) (2)<F21> Not annualized. (3)<F22> Computed on an annualized basis. (4)<F23> Portfolio turnover rate excludes purchases and sales from the merger of The Catholic Values Investment Trust and The Catholic Equity Fund. (5)<F24> On November 15, 2004, the adviser voluntarily increased its expense reimbursements and fee waivers to the Fund, thereby decreasing its expense ratio from 0.70% to 0.35%. The accompanying Notes to Financial Statements are an integral part of these statements. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2005 (UNAUDITED) 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 six months ended March 31, 2005 and the fiscal year ended September 30, 2004 were as follows: Equity Fund --------------------------------------- For the Six For the Months Ended Year Ended March 31, 2005 September 30, 2004 -------------- ------------------ Ordinary Income $408,486 $216,667 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 0.60%, 0.85% and 0.35% of the average daily net assets of the Fund - Class A, Class C and Class I shares, respectively. 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 six months ended March 31, 2005, expenses of $215,939 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 six months ended March 31, 2005, 12b-1 distribution expenses of $9,481 and $12,742 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 $17,377 for the six months ended March 31, 2005. There were no contingent deferred sales charges paid to the Adviser for the redemption of Class C shares during the six months ended March 31, 2005. 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 Six Months Ended For the Year Ended March 31, 2005 September 30, 2004 ------------------------ ----------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $819,434 87,544 $2,062,903 232,281 Shares issued to holders in reinvestment of distributions 72,993 7,517 32,372 3,658 Shares redeemed (271,890) (28,798) (485,188) (54,555) -------- ------- ---------- ------- NET INCREASE $620,537 66,263 $1,610,087 181,384 -------- ------- ---------- ------- -------- ------- ---------- ------- THE CATHOLIC EQUITY FUND - CLASS C SHARES For the Six Months Ended For the Year Ended March 31, 2005 September 30, 2004 ------------------------ ----------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $113,156 8,298 $605,925 69,231 Shares issued to holders in reinvestment of distributions 15,991 1,649 16,727 1,896 Shares redeemed (304,097) (29,174) (649,619) (74,463) --------- ------- -------- ------- NET INCREASE $(174,950) (19,227) $(26,967) (3,336) --------- ------- -------- ------- --------- ------- -------- ------- THE CATHOLIC EQUITY FUND - CLASS I SHARES For the Six Months Ended For the Year Ended March 31, 2005 September 30, 2004 ------------------------ ----------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $2,529,915 267,810 $1,295,680 148,768 Shares issued to holders in reinvestment of distributions 307,636 31,682 162,463 18,357 Shares redeemed (7,000) (733) (428,534) (50,748) ---------- ------- ---------- ------- NET INCREASE $2,830,551 298,759 $1,029,609 116,377 ---------- ------- ---------- ------- ---------- ------- ---------- ------- 5. INVESTMENT TRANSACTIONS - -------------------------- The aggregate purchases and sales of securities, excluding short-term investments for The Catholic Equity Fund, for the six months ended March 31, 2005 were $3,661,030 and $905,590, respectively. There were no purchases and sales of U.S. government securities for the Fund. Transactions in future contracts for the six months ended March 31, 2005 were as follows: Equity Fund -------------------------------- Number of Aggregate Face Contracts Value of Contracts --------- ------------------ Outstanding at beginning of year 5 $ 504,320 Contracts opened 26 2,032,837 Contracts closed (20) (1,630,220) --- ----------- Outstanding at end of period 11 $ 906,937 --- ----------- --- ----------- 6. 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. BOARD APPROVAL OF INVESTMENT ADVISORY AND SUBADVISORY AGREEMENTS At its meeting on February 15, 2005, the Board of Directors, including the Directors who are not "interested persons" (as defined in the Investment Company Act of 1940) of the Fund or of CFSC (the "Independent Directors"), with the exception of one Independent Director who was absent from the meeting, voted to reapprove the current investment advisory agreement between the Fund and CFSC (the "Advisory Agreement") and the current subadvisory agreement among the Fund, CFSC and Mellon Equity Associates, LLP ("Mellon") (the "Subadvisory Agreement"). In connection with its reapproval of the Advisory and Subadvisory Agreements, the Board considered the following factors: o The nature, extent and quality of the services provided by CFSC and Mellon; o The investment performance of the Fund both on an absolute basis and on a relative basis in comparison to its peers; and o The reasonableness of the cost of the services provided by CFSC and Mellon. Because of its relatively small size and historic slow growth, the Board did not deem it relevant at this time to consider economies of scale that might be realized at a substantially greater asset size, nor did it consider appropriate fee breakpoint levels which would reflect such economies of scale. In connection with the Advisory and Subadvisory Agreement renewal process under- taken at a February 1, 2005 meeting of the Governance and Contracts Committee of the Board (the "Contracts Committee"), which consists of Mr. Conrad Sobczak (Chair), Mr. Thomas Bausch and Mr. Daniel Doucette, each an Independent Director, the Contracts Committee reviewed information it previously had requested from management of CFSC addressing the factors listed above. This information included: (i) reports prepared by US Bancorp Fund Services, LLC, the Fund's Administrative Services Agent (the "Fund Administrator"), which compared the advisory fees, the total operating expenses and the performance of the Fund to a peer group of S&P 500 Index funds; (ii) financial statements of CFSC, including profit and loss statements; (iii) information regarding the types of services furnished to the Fund by CFSC and Mellon; (iv) summaries of compliance systems and procedures maintained by CFSC and Mellon and reports on their compliance with those systems and procedures, including especially business codes of conduct and codes of ethics; and (v) other performance, expense and related information prepared by management of the Fund. The Contracts Committee and the Board also received a memorandum from Fund legal counsel summarizing the responsibilities of the Board and the Independent Directors under the Investment Company Act of 1940 in reviewing advisory contracts. In addition, the Contracts Committee authorized and directed management to engage in discussions to ascertain whether subadvisory services could be obtained from another quality, experienced investment advisory firm for a lower fee. At the end of that process, management was unable to finalize an agreement with another subadviser on terms more favorable than those offered by Mellon and acceptable to the Board. NATURE, EXTENT AND QUALITY OF SERVICES -- At each quarterly meeting of the Board - -------------------------------------- of Directors, management presents information describing the services furnished to the Fund by CFSC and Mellon under the Advisory and Subadvisory Agreements, including reports on the investment management, portfolio trading and compliance functions they perform. The Board also receives reports at each of its quarterly meetings from the Fund's Chief Compliance Officer in private sessions in which the officers of the Fund and the Directors who are interested persons of CFSC do not participate. At least annually, the Board meets either in person or by conference telephone with investment personnel of Mellon responsible for managing the day-to-day investments of the Fund. These latter meetings give the Board an opportunity to evaluate the abilities and experience of these personnel and the quality of the services they provide to the Fund. During the course of the year, management also reviewed with the Board existing, enhanced and new compliance systems and procedures designed to assure regulatory compliance by CFSC in connection with its provision of management and administrative services to the Fund, and reviewed oversight functions implemented by CFSC to monitor and assure regulatory compliance by the Fund's other service providers, including Mellon. Management also reviewed with the Board the compliance systems and procedures maintained by Mellon, and the Board determined that both CFSC and Mellon have strong compliance systems, practices and cultures. The Fund's Chief Compliance Officer quarterly reports to the Board on any and all compliance issues that arise during the relevant quarter. These reports have confirmed the Board's assessment of the strong compliance focus of CFSC and Mellon. The Board considered the importance of these compliance and oversight functions to the successful operation of the Fund, and expressed satisfaction with the quality of service provided by the Fund's service providers in this regard. Management also reviewed with the Board its commitment to the Fund, as demonstrated by the continuing financial subsidy that CFSC provides to the Fund in order to keep its expense ratios in line with its peers. In this regard, the Board noted in particular that CFSC had increased, on November 14, 2004, the amount of its fee waivers and expense reimbursements to the Fund so as to reduce the Fund's overall operating expense ratio on each Class of shares. The Board views these actions, reports and information as significant factors in approving the current Advisory and Subadvisory Agreements, as they demonstrate the commitment of CFSC and Mellon to provide the Fund with comprehensive, quality service and competitive investment performance. INVESTMENT PERFORMANCE -- The Contracts Committee requested and carefully - ---------------------- reviewed the comparative performance information prepared by management and the Fund Administrator described above. The information showed that, since April 3, 2002 when the Fund adopted the investment objective to replicate the performance of the S&P 500 Index and Mellon assumed responsibility for the day-to-day management of the Fund's assets, the Fund's performance, before expenses, has closely tracked the performance of the S&P 500 Index. The Board noted that Mellon achieved this tight correlation notwithstanding the Fund's exclusion of certain index companies which fail the Fund's abortion screen. The Board concluded that the performance of the Fund was satisfactory compared to the performance of the S&P 500 Index and compared to a peer group of S&P 500 Index funds. COST OF SERVICES -- The Contracts Committee and the Board also reviewed - ---------------- information prepared by the Fund Administrator comparing the Fund's contractual advisory fees with a peer group of funds, and comparing the Fund's overall expense ratio to the expense ratios of a peer group of funds, both before and after fee waivers and expense reimbursement. The Contracts Committee and the Board also reviewed information regarding expenses presented by management, which showed that overall expenses of the Fund as a percentage of net assets have declined substantially since the Fund's inception on September 30, 1999, and continue to show improvement. Based on this information, the Board concluded that the Fund's expenses are in line with its peers, and that management of CFSC is doing a credible job of effectively managing expenses, notwithstanding that the Fund's small size presents challenges given the lack of the ability to spread fixed costs and minimum fees, such as fund accounting fees, auditing fees, legal fees, transfer agent fees, custody fees, etc., over a larger base of assets. The Contracts Committee and the Board also reviewed CFSC's Profit and Loss Statement for calendar years 2003 and 2004, noting that CFSC had operating losses of approximately $1.0 million in each of those years, and is projecting an operating loss in 2005, albeit somewhat smaller. CFSC's fee waivers and expense reimbursements resulted in costs to CFSC of approximately $350,000 in each of those years. Based on this and other information provided by management, the Board concluded that CFSC's financial commitment to the Fund and its operations to date is exemplary. Furthermore, based on other information provided by management of CFSC, the Board concluded that CFSC continues to maintain a healthy capital position and has capital resources sufficient to enable it to continue to financially support the Fund's growth and operations. Based on the factors discussed above, the Contracts Committee recommended continuation of the Advisory and Subadvisory Agreements, and the Board, including all of the Independent Directors present at the meeting, approved continuation of the Advisory and Subadvisory Agreements; one Independent Director was unable to participate in the meeting. 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 LOGO) 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 Not required in Semi-Annual Reports on Form N-CSR. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT Not required in Semi-Annual Reports on Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES Not required in Semi-Annual Reports on Form N-CSR. 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 Semi-Annual Report to Shareholders dated as of March 31, 2005 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 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 second fiscal quarter of the period covered by this report 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 1st day of June, 2005. 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 1st day of June, 2005. 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)