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: SEPTEMBER 30, 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 ANNUAL REPORT SEPTEMBER 30, 2005 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 17 Schedule of Futures Contracts 18 Statement of Assets & Liabilities 19 Statement of Operations 20 Statements of Changes in Net Assets 21 Financial Highlights 24 Notes to Financial Statements 30 Report of Independent Registered Public Accounting Firm 31 Directors and Officers Letter to Shareholders Dear Shareholder: The following pages provide financial and investment information for the 12- month period that ended September 30, 2005. In this letter, we would like to report on how your investment has put your Catholic values into action. DIALOGUE AND RESOLUTIONS In the 2004-05 advocacy year, we addressed two main issues. TREATMENT OF WORKERS -- In collaboration with Catholic religious orders and other faith-based investment institutions, we encouraged fourteen companies to improve the treatment of workers employed by them or by their suppliers, particularly those in developing countries. With eight of the companies, the encouragement took the form of first dialogue and then a resolution to be voted on at the annual shareholder meeting. With the other six companies, dialogue was sufficiently promising that the group decided that no resolution was necessary at this time. The companies were Alcoa, Apple Computer, Caterpillar, Chevron Texaco, Costco, Delphi, General Electric, General Motors, Monsanto, Newmont Mining, Occidental Petroleum, Sears, TJX, and Wal-Mart. EXCESSIVE CEO COMPENSATION -- With fourteen other companies, we addressed the issue of whether their CEO compensation was excessive, particularly in comparison with the pay of non-managerial workers. We had dialogue with them and then filed resolutions. Other faith-based institutions joined us in these efforts. The companies were Black & Decker, Cendant, Citigroup, International Paper, J.P. Morgan, Kohl's Corporation, Lehman Brothers, Lockheed Martin, Marsh & McLennan, Merrill Lynch, Morgan Stanley, Time Warner, United Technologies, and Wells Fargo. PROXY VOTING Throughout the year, we voted on all the issues that came before the annual shareholder meetings of the nearly 500 companies in the portfolio of the Catholic Equity Fund. We voted in accordance with voting guidelines that we developed with an eye to Catholic values. ADDITIONAL INFORMATION We encourage you to take a look at our website--www.catholicfunds.com. You will find complete information about our dialogue and resolution efforts, as well as a summary of our proxy voting guidelines. 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 The Catholic Church has not sponsored or endorsed the Catholic Equity Fund nor approved or disapproved of the Fund as an investment. The Catholic Funds are distributed through Catholic Financial Services Corporation, 1100 W. Wells Street, Milwaukee, WI. As of 9/30/05 the Fund held the following weightings: Alcoa (0.19%), Apple Computer (0.39%), Caterpillar (0.35%), Chevron Texaco (1.29%), Costco (0.18%), Delphi (0.01%), General Electric (3.16%), General Motors (0.15%), Monsanto (0.15%), Newmont Mining (0.18%), Occidental Petroleum (0.31%), Sears (0.11%), TJX (0.09%), Wal-Mart (0.97%), Black & Decker (0.19%), Cendant (0.19%), Citigroup (2.08%), International Paper (0.13%), J.P. Morgan (1.06%), Kohl's Corporation (0.15%), Lehman Brothers (0.28%), Lockheed Martin (0.19%), Marsh & McLennan (0.14%), Merrill Lynch (0.51%), Morgan Stanley (0.52%), Time Warner (0.75%), United Technologies (0.47%), and Wells Fargo (0.87%). These holdings are subject to change without notice. The Catholic Equity Fund MANAGEMENT: Mellon Equity Associates, subadvisor to the Catholic Equity Fund, 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, Mellon manages over $20.4 billion in assets for 88 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 twelve months ended September 30, 2005, the Catholic Equity Fund ("Fund") produced a total return of 12.07% (Class A without sales load), compared to a return of the S&P500 Composite Stock Price Index ("Index") of 12.25%. The primary differences between the Fund's performance and the Index's return were expenses and the net effect of the sampling strategy to compensate for the securities excluded due to the sanctity of life screen. The Fund had a solid gain for the year ended September 30, 2005, as it rose sharply during the last quarter of 2004 as terrorism worries subsided and oil prices retreated. It pulled back during the spring as oil prices resumed their price rise, but the market rebounded in the past few months as corporate profits remained strong. The recent strength in the equity market reflected the growing global economy that has boosted strong corporate earnings. In addition to the sizable gains in earnings at energy companies, many technology companies reported healthy earnings. Low long-term interest rates and a strengthening labor market are accompanying the consistent growth in the economy. The industries that provided the greatest contribution to return were energy reserves, electric utilities and medical providers. Energy companies posted strong returns due to the rising demand for their products and limited supplies. There is an increase in demand from developing countries such as China and India as well as greater demand due to the strong U.S. economy. Oil supply has been limited due to political unrest as well as the natural disasters that hit the gulf coast. Utilities also benefited from the strong U.S. economy. These companies are in favor with investors because of their growing cash flows and high dividends. HMOs also rose as their enrollment increased due to the increase in hiring by U.S. companies. Industries that detracted from the Fund's performance were motor vehicle, leisure goods and department stores. The motor vehicle companies had a difficult period as vehicle sales slowed and costs remained high relative to foreign competitors. Some companies that are sensitive to consumer spending detracted from the Fund's performance as worries arose over declining disposable income due to the steep rise in energy prices. During the twelve months ended September 30, 2005, the Catholic Equity Fund posted healthy returns. Over the next few months the economy will have to face rising energy prices and rising short-term interest rates. High quality companies should be able to handle these pressures because the current level of profits and cash flows is quite high, especially at larger companies. 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 ---- -------------- --------------------- ------------- 5/3/99 $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 6/30/2005 $9,997 $9,594 $9,661 9/30/2005 $10,362 $9,945 $10,009 AVERAGE ANNUAL RETURNS September 30, 2005 Since Inception 1 Year 5 Year Inception Date ------ ------ --------- ---- Class A (without sales load) 12.07% -1.12% 0.56% 5/3/99 Class A (with sales load) 7.62% -1.93% -0.09% 5/3/99 S&P 500 Index 12.25% -1.49% 0.01% 5/3/99 Class C (without sales load) 11.76% n/a 3.53% 4/9/02 Class C (with sales load) 10.76% n/a 3.53% 4/9/02 S&P 500 Index 12.25% -1.49% 4.59% 4/9/02 Class I 12.41% n/a 3.66% 4/3/02 S&P 500 Index 12.25% -1.49% 4.37% 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. The returns shown do not reflect taxes a shareholder would pay on distributions and redemptions. 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 September 30, 2005 Ticker Symbols Net Asset Values -------------- ---------------- Equity A CTHQX $9.93 Equity C CTHSX $9.91 Equity I CTHRX $9.95 TOP 10 HOLDINGS September 30, 2005 Percentage of Rank Ticker Security Name Net Assets ---- ------ ------------- ---------- 1 XOM Exxon Mobil Corporation 3.54% 2 GE General Electric Company 3.16% 3 MSFT Microsoft Corporation 2.10% 4 C Citigroup Inc. 2.08% 5 JNJ Johnson & Johnson 1.97% 6 BAC Bank of America Corporation 1.49% 7 AIG American International Group, Inc. 1.42% 8 MO Altria Group, Inc. 1.36% 9 PG The Procter & Gamble Company 1.34% 10 INTC Intel Corporation 1.33% EXPENSE EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments; 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 April 1, 2005, to September 30, 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 (4/1/2005) Value (9/30/2005) (4/1/2005 to 9/30/2005) Expense Ratio2<F2> ---------------- ----------------- ---------------------- ------------------ Class A Actual $1,000.00 $1,048.60 $3.08 0.60% Class A Hypothetical (5% return before expenses) $1,000.00 $1,022.06 $3.04 0.60% Class C Actual $1,000.00 $1,067.90 $4.41 0.85% Class C Hypothetical (5% return before expenses) $1,000.00 $1,020.81 $4.31 0.85% Class I Actual $1,000.00 $1,050.70 $1.80 0.35% Class I Hypothetical (5% return before expenses) $1,000.00 $1,023.31 $1.78 0.35% 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> 19.70% Information Technology2<F4> 14.95% Health Care2<F4> 13.16% Industrials2<F4> 10.87% Consumer Discretionary2<F4> 10.52% Energy2<F4> 10.09% Consumer Staples2<F4> 9.51% Utilities2<F4> 3.58% Telecommunication Services2<F4> 3.05% Materials2<F4> 2.82% Futures Contracts 1.86% FHLB Discount Note 1.62% U.S. Treasury Bill 0.12% 1<F3> Total Net Assets on September 30, 2005 were $39,795,382 2<F4> Sectors based on Global Industry Classification Standard (GICS(R)) SCHEDULE OF INVESTMENTS SEPTEMBER 30, 2005 THE CATHOLIC EQUITY FUND Common Stocks (98.25%) Shares Value - ---------------------- ------ ----- Consumer Discretionary - 10.52% Apollo Group, Inc. - Class A (a)<F5> 500 $33,195 AutoNation, Inc. (a)<F5> 650 12,980 AutoZone, Inc. (a)<F5> 175 14,569 Bed Bath & Beyond Inc. (a)<F5> 1,015 40,783 Best Buy Co., Inc. 1,450 63,118 Big Lots, Inc. (a)<F5> 300 3,297 The Black & Decker Corporation 300 24,627 Brunswick Corporation 300 11,319 Carnival Corporation 1,550 77,469 Centex Corporation 500 32,290 Circuit City Stores, Inc. 600 10,296 Clear Channel Communications, Inc. 1,875 61,669 Coach, Inc. (a)<F5> 1,300 40,768 Comcast Corporation - Class A (a)<F5> 7,752 227,754 Cooper Tire & Rubber Company 200 3,054 Dana Corporation 500 4,705 Darden Restaurants, Inc. 500 15,185 Delphi Corporation 1,800 4,968 Dillard's Inc. - Class A 200 4,176 Dollar General Corporation 1,150 21,091 Dow Jones & Company, Inc. 200 7,638 DR Horton, Inc. 1,000 36,220 Eastman Kodak Company 1,050 25,546 eBay Inc. (a)<F5> 3,900 160,680 Family Dollar Stores, Inc. 600 11,922 Federated Department Stores, Inc. 945 63,192 Ford Motor Company 6,400 63,104 Fortune Brands, Inc. 550 44,731 Gannett Co., Inc. 850 58,505 The Gap, Inc. 2,000 34,860 General Motors Corporation 2,015 61,679 Genuine Parts Company 600 25,740 The Goodyear Tire & Rubber Company (a)<F5> 600 9,354 H&R Block, Inc. 1,180 28,296 Harley-Davidson, Inc. 950 46,018 Harrah's Entertainment, Inc. 600 39,114 Hasbro, Inc. 600 11,790 Hilton Hotels Corporation 1,150 25,668 The Home Depot, Inc. 7,550 287,957 International Game Technology 1,200 32,400 The Interpublic Group of Companies, Inc. (a)<F5> 1,450 16,878 J.C. Penney Company, Inc. - Holding Company 850 40,307 Johnson Controls, Inc. 630 39,091 Jones Apparel Group, Inc. 400 11,400 KB HOME 300 21,960 Knight-Ridder, Inc. 200 11,736 Kohl's Corporation (a)<F5> 1,215 60,969 Leggett & Platt, Incorporated 650 13,130 Limited Brands 1,250 25,537 Liz Claiborne, Inc. 400 15,728 Lowe's Companies, Inc. 2,740 176,456 Marriott International, Inc. - Class A 650 40,950 Mattel, Inc. 1,450 24,186 Maytag Corporation 300 5,478 McDonald's Corporation 4,450 149,031 The McGraw-Hill Companies, Inc. 1,300 62,452 Meredith Corporation 100 4,989 The New York Times Company - Class A 500 14,875 Newell Rubbermaid Inc. 940 21,291 News Corporation - Class A 8,600 134,074 NIKE, Inc. - Class B 650 53,092 Nordstrom, Inc. 800 27,456 Office Depot, Inc. (a)<F5> 1,150 34,155 OfficeMax Inc. 200 6,334 Omnicom Group Inc. 650 54,360 Pulte Homes, Inc. 800 34,336 RadioShack Corporation 500 12,400 Reebok International Ltd. 200 11,314 Sears Holdings Corporation (a)<F5> 354 44,045 The Sherwin-Williams Company 400 17,628 Snap-On, Inc. 200 7,224 The Stanley Works 300 14,004 Staples, Inc. 2,575 54,899 Starbucks Corporation (a)<F5> 1,350 67,635 Starwood Hotels & Resorts Worldwide, Inc. 750 42,878 Target Corporation 3,145 163,320 Tiffany & Co. 500 19,885 Time Warner Inc. 16,500 298,815 The TJX Companies, Inc. 1,665 34,099 Tribune Company 950 32,196 Univision Communications Inc. - Class A (a)<F5> 850 22,551 V.F. Corporation 300 17,391 Viacom Inc. - Class B 5,600 184,856 Visteon Corporation 500 4,890 The Walt Disney Company 7,050 170,116 Wendy's International, Inc. 400 18,060 Whirlpool Corporation 200 15,154 Yum! Brands, Inc. 1,050 50,831 ----------- 4,186,169 ----------- Consumer Staples - 9.51% Alberto-Culver Company 300 13,425 Albertson's, Inc. 1,250 32,062 Altria Group, Inc. 7,350 541,768 Anheuser-Busch Companies, Inc. 2,700 116,208 Archer-Daniels-Midland Company 2,250 55,485 Avon Products, Inc. 1,700 45,900 Brown-Forman Corporation - Class B 300 17,862 Campbell Soup Company 650 19,337 The Clorox Company 575 31,935 The Coca-Cola Company 7,305 315,503 Coca-Cola Enterprises, Inc. 1,050 20,475 Colgate-Palmolive Company 1,850 97,661 ConAgra Foods, Inc. 1,840 45,540 Constellation Brands, Inc. - Class A (a)<F5> 700 18,200 Costco Wholesale Corporation 1,650 71,099 CVS Corporation 2,900 84,129 General Mills, Inc. 1,250 60,250 The Gillette Company 3,165 184,203 H.J. Heinz Company 1,250 45,675 Hershey Foods Corporation 600 33,786 Kellogg Company 950 43,824 Kimberly-Clark Corporation 1,700 101,201 The Kroger Co. (a)<F5> 2,600 53,534 McCormick & Co., Inc. 500 16,315 Molson Coors Brewing Company 200 12,802 The Pepsi Bottling Group, Inc. 500 14,275 PepsiCo, Inc. 5,850 331,754 The Procter & Gamble Company 8,980 533,951 Reynolds American Inc. 300 24,906 Safeway Inc. 1,550 39,680 Sara Lee Corporation 2,800 53,060 SUPERVALU INC. 500 15,560 Sysco Corporation 2,215 69,485 Tyson Foods, Inc. 900 16,245 UST Inc. 600 25,116 Walgreen Co. 3,580 155,551 Wal-Mart Stores, Inc. 8,800 385,616 Wm. Wrigley Jr. Company 590 42,409 ----------- 3,785,787 ----------- Energy - 10.09% Amerada Hess Corporation 250 34,375 Anadarko Petroleum Corporation 850 81,387 Apache Corporation 1,132 85,149 Baker Hughes Incorporated 1,250 74,600 BJ Services Company 1,180 42,468 Burlington Resources Inc. 1,300 105,716 ChevronTexaco Corporation 7,959 515,186 ConocoPhillips 4,928 344,516 Devon Energy Corporation 1,600 109,824 El Paso Corporation 2,345 32,596 EOG Resources, Inc. 800 59,920 Exxon Mobil Corporation 22,198 1,410,461 Halliburton Company 1,750 119,910 Kerr-McGee Corporation 450 43,700 Kinder Morgan, Inc. 300 28,848 Marathon Oil Corporation 1,297 89,402 Murphy Oil Corp. 600 29,922 Nabors Industries, Ltd. (a)<F5> 600 43,098 National-Oilwell Varco Inc. (a)<F5> 600 39,480 Noble Corporation 450 30,807 Occidental Petroleum Corporation 1,440 123,019 Rowan Companies, Inc. 400 14,196 Schlumberger Limited 2,100 177,198 Sunoco, Inc. 500 39,100 Transocean Inc. (a)<F5> 1,150 70,507 Valero Energy Corporation 1,100 124,366 Weatherford International Ltd. (a)<F5> 500 34,330 The Williams Companies, Inc. 2,000 50,100 XTO Energy, Inc. 1,300 58,916 ----------- 4,013,097 ----------- Financials - 19.70% ACE Limited 1,050 49,424 AFLAC INCORPORATED 1,790 81,087 The Allstate Corporation 2,340 129,379 Ambac Financial Group, Inc. 350 25,221 American Express Company 4,350 249,864 American International Group, Inc. 9,102 563,960 AmSouth Bancorporation 1,250 31,575 Aon Corporation 1,150 36,892 Apartment Investment & Management Company 300 11,634 Archstone-Smith Trust 700 27,909 Bank of America Corporation 14,102 593,694 The Bank of New York Company, Inc. 2,700 79,407 BB&T Corporation 1,950 76,147 The Bear Stearns Companies Inc. 390 42,802 Capital One Financial Corporation 1,050 83,496 The Charles Schwab Corporation 3,700 53,391 The Chubb Corporation 700 62,685 Cincinnati Financial Corporation 651 27,270 CIT Group Inc. 700 31,626 Citigroup Inc. 18,205 828,692 Comerica Incorporated 600 35,340 Compass Bancshares, Inc. 400 18,332 Countrywide Financial Corporation 2,098 69,192 E*TRADE Financial Corporation (a)<F5> 1,200 21,120 Equity Office Properties Trust 1,471 48,116 Equity Residential 1,050 39,742 Fannie Mae 3,400 152,388 Federated Investors, Inc. - Class B 300 9,969 Fifth Third Bancorp 1,950 71,623 First Horizon National Corporation 400 14,540 Franklin Resources, Inc. 550 46,178 Freddie Mac 2,450 138,327 Golden West Financial Corporation 900 53,451 The Goldman Sachs Group, Inc. 1,650 200,607 The Hartford Financial Services Group, Inc. 1,050 81,028 Huntington Bancshares Incorporated 850 19,099 Janus Capital Group Inc. 750 10,837 Jefferson-Pilot Corporation 500 25,585 JPMorgan Chase & Co. 12,395 420,562 KeyCorp 1,450 46,762 Lehman Brothers Holdings Inc. 950 110,656 Lincoln National Corporation 600 31,212 Loews Corporation 450 41,584 M&T Bank Corporation 300 31,713 Marsh & McLennan Companies, Inc. 1,840 55,918 Marshall & Ilsley Corporation 750 32,633 MBIA Inc. 500 30,310 MBNA Corporation 4,400 108,416 Mellon Financial Corporation 1,450 46,357 Merrill Lynch & Co., Inc. 3,300 202,455 MetLife, Inc. 2,700 134,541 MGIC Investment Corporation 300 19,260 Moody's Corporation 880 44,950 Morgan Stanley 3,800 204,972 National City Corporation 2,050 68,552 North Fork Bancorporation, Inc. 1,700 43,350 Northern Trust Corporation 650 32,858 Plum Creek Timber Company, Inc. 650 24,642 PNC Financial Services Group 1,050 60,921 Principal Financial Group, Inc. 950 45,002 The Progressive Corporation 650 68,101 ProLogis 900 39,879 Providian Financial Corporation (a)<F5> 1,000 17,680 Prudential Financial, Inc. 1,850 124,986 Public Storage, Inc. 300 20,100 Regions Financial Corporation 1,652 51,410 Safeco Corporation 400 21,352 Simon Property Group, Inc. 690 51,143 SLM Corporation 1,475 79,119 Sovereign Bancorp, Inc. 1,300 28,652 The St. Paul Travelers Companies, Inc. 2,341 105,041 State Street Corporation 1,150 56,258 SunTrust Banks, Inc. 1,250 86,813 Synovus Financial Corp. 1,050 29,106 T. Rowe Price Group, Inc. 500 32,650 Torchmark Corporation 400 21,132 U.S. Bancorp 6,400 179,712 UnumProvident Corporation 1,050 21,525 Vornado Realty Trust 400 34,648 Wachovia Corporation 5,584 265,743 Washington Mutual, Inc. 3,095 121,386 Wells Fargo & Company 5,940 347,906 XL Capital Ltd. - Class A 500 34,015 Zions Bancorporation 300 21,363 ----------- 7,838,975 ----------- Health Care - 13.16% Abbott Laboratories 6,950 294,680 Aetna Inc. 1,000 86,140 Allergan, Inc. 765 70,089 AmerisourceBergen Corporation 657 50,786 Amgen Inc. (a)<F5> 4,340 345,768 Applera Corporation - Applied Biosystems Group 650 15,106 Bausch & Lomb Incorporated 200 16,136 Baxter International Inc. 2,150 85,720 Becton, Dickinson and Company 850 44,565 Biogen Idec Inc. (a)<F5> 1,160 45,797 Biomet, Inc. 850 29,503 Boston Scientific Corporation (a)<F5> 2,080 48,610 Bristol-Myers Squibb Company 9,650 232,179 C.R. Bard, Inc. 400 26,412 Cardinal Health, Inc. 2,300 145,912 Caremark Rx, Inc. (a)<F5> 1,600 79,888 Chiron Corporation (a)<F5> 350 15,267 CIGNA Corporation 500 58,930 Coventry Health Care, Inc. (a)<F5> 400 34,408 Eli Lilly and Company 6,000 321,120 Express Scripts, Inc. (a)<F5> 500 31,100 Fisher Scientific International Inc. (a)<F5> 400 24,820 Forest Laboratories, Inc. (a)<F5> 2,450 95,476 Genzyme Corporation (a)<F5> 950 68,058 Gilead Sciences, Inc. (a)<F5> 1,600 78,016 Guidant Corporation 1,150 79,223 Hospira, Inc. (a)<F5> 525 21,509 Humana Inc. (a)<F5> 600 28,728 IMS Health Incorporated 750 18,878 Johnson & Johnson 12,400 784,672 King Pharmaceuticals, Inc. (a)<F5> 850 13,073 Laboratory Corporation of America Holdings (a)<F5> 500 24,355 Manor Care, Inc. 300 11,523 McKesson Corporation 2,250 106,763 Medco Health Solutions, Inc. (a)<F5> 1,075 58,942 MedImmune, Inc. (a)<F5> 850 28,603 Medtronic, Inc. 4,230 226,813 Merck & Co. Inc. 12,350 336,044 Millipore Corporation (a)<F5> 200 12,578 Mylan Laboratories Inc. 800 15,408 PerkinElmer, Inc. 500 10,185 Quest Diagnostics Incorporated 600 30,324 Schering-Plough Corporation 7,750 163,138 St. Jude Medical, Inc. (a)<F5> 1,280 59,904 Stryker Corporation 980 48,441 Thermo Electron Corporation (a)<F5> 600 18,540 UnitedHealth Group Incorporated 4,400 247,280 Waters Corporation (a)<F5> 400 16,640 Watson Pharmaceuticals, Inc. (a)<F5> 400 14,644 WellPoint Inc. (a)<F5> 2,200 166,804 Wyeth 6,200 286,874 Zimmer Holdings, Inc. (a)<F5> 890 61,312 ----------- 5,235,684 ----------- Industrials - 10.87% 3M Co. 2,680 196,605 Allied Waste Industries, Inc. (a)<F5> 900 7,605 American Power Conversion Corporation 650 16,835 American Standard Companies, Inc 600 27,930 Avery Dennison Corporation 350 18,336 The Boeing Company 2,900 197,055 Burlington Northern Santa Fe Corporation 1,350 80,730 Caterpillar Inc. 2,400 141,000 Cendant Corporation 3,700 76,368 Cintas Corporation 500 20,525 Cooper Industries Ltd. - Class A 300 20,742 CSX Corporation 750 34,860 Cummins Inc. 200 17,598 Danaher Corporation 800 43,064 Deere & Company 850 52,020 Dover Corporation 750 30,592 Eaton Corporation 500 31,775 Emerson Electric Co. 1,450 104,110 Equifax Inc. 500 17,470 FedEx Corp. 1,050 91,486 Fluor Corporation 300 19,314 General Dynamics Corporation 750 89,663 General Electric Company 37,335 1,257,069 Goodrich Corporation 400 17,736 Honeywell International Inc. 3,000 112,500 Illinois Tool Works Inc. 700 57,631 Ingersoll-Rand Company 1,200 45,876 ITT Industries, Inc. 325 36,920 L-3 Communications Holdings, Inc. 400 31,628 Lockheed Martin Corporation 1,250 76,300 Masco Corporation 1,550 47,554 Monster Worldwide Inc. (a)<F5> 400 12,284 Navistar International Corporation (a)<F5> 200 6,486 Norfolk Southern Corporation 1,450 58,812 Northrop Grumman Corporation 1,214 65,981 PACCAR Inc. 625 42,431 Pall Corporation 400 11,000 Parker Hannifin Corporation 400 25,724 Pitney Bowes Inc. 850 35,479 R.R. Donnelley & Sons Company 800 29,656 Raytheon Company 1,550 58,931 Robert Half International Inc. 600 21,354 Rockwell Automation, Inc. 650 34,385 Rockwell Collins, Inc. 650 31,408 Ryder System, Inc. 200 6,844 Southwest Airlines Co. 2,400 35,640 Textron Inc. 500 35,860 Tyco International Ltd. 7,100 197,735 Union Pacific Corporation 915 65,606 United Parcel Service, Inc. - Class B 3,890 268,916 United Technologies Corporation 3,600 186,624 W.W. Grainger, Inc. 300 18,876 Waste Management, Inc. 1,950 55,790 ----------- 4,324,719 ----------- Information Technology - 14.95% ADC Telecommunications,Inc. (a)<F5> 414 9,464 Adobe Systems Incorporated 1,700 50,745 Advanced Micro Devices, Inc. (a)<F5> 1,400 35,280 Affiliated Computer Services, Inc. - Class A (a)<F5> 400 21,840 Agilent Technologies, Inc. (a)<F5> 1,750 57,312 Altera Corporation (a)<F5> 1,350 25,798 Analog Devices, Inc. 1,350 50,139 Andrew Corporation (a)<F5> 600 6,690 Apple Computer, Inc. (a)<F5> 2,900 155,469 Applied Materials, Inc. 5,700 96,672 Applied Micro Circuits Corporation (a)<F5> 900 2,700 Autodesk, Inc. 800 37,152 Automatic Data Processing, Inc. 2,000 86,080 Avaya Inc. (a)<F5> 1,500 15,450 BMC Software, Inc. (a)<F5> 750 15,825 Broadcom Corporation - Class A (a)<F5> 950 44,564 Ciena Corporation (a)<F5> 1,400 3,696 Cisco Systems, Inc. (a)<F5> 22,485 403,156 Citrix Systems, Inc. (a)<F5> 600 15,084 Computer Associates International, Inc. 1,655 46,026 Computer Sciences Corporation (a)<F5> 700 33,117 Compuware Corporation (a)<F5> 1,400 13,300 Comverse Technology, Inc. (a)<F5> 750 19,702 Convergys Corporation (a)<F5> 400 5,748 Corning Incorporated (a)<F5> 5,150 99,549 Dell Inc. (a)<F5> 8,470 289,674 Electronic Arts Inc. (EA) (a)<F5> 1,100 62,579 Electronic Data Systems Corporation 1,850 41,514 EMC Corporation (a)<F5> 8,450 109,343 First Data Corporation 2,729 109,160 Fiserv, Inc. (a)<F5> 650 29,816 Freescale Semiconductor, Inc. - Class B (a)<F5> 1,442 34,002 Gateway, Inc. (a)<F5> 1,200 3,240 Hewlett-Packard Company 10,057 293,664 Intel Corporation 21,435 528,373 International Business Machines Corporation (IBM) 5,615 450,435 Intuit Inc. (a)<F5> 665 29,799 Jabil Circuit, Inc. (a)<F5> 565 17,470 JDS Uniphase Corporation (a)<F5> 5,850 12,987 KLA-Tencor Corporation 650 31,694 Lexmark International, Inc. (a)<F5> 450 27,473 Linear Technology Corporation 1,050 39,470 LSI Logic Corporation (a)<F5> 1,400 13,790 Lucent Technologies Inc. (a)<F5> 15,650 50,863 Maxim Integrated Products, Inc. 1,150 49,048 Mercury Interactive Corporation (a)<F5> 300 11,880 Micron Technology, Inc. (a)<F5> 2,150 28,595 Microsoft Corporation 32,440 834,681 Molex Incorporated 550 14,674 Motorola, Inc. 8,730 192,846 National Semiconductor Corporation 1,200 31,560 NCR Corporation (a)<F5> 700 22,337 Network Appliance, Inc. (a)<F5> 1,250 29,675 Novell, Inc. (a)<F5> 1,300 9,685 Novellus Systems, Inc. (a)<F5> 500 12,540 NVIDIA Corporation (a)<F5> 600 20,568 Oracle Corporation (a)<F5> 13,280 164,539 Parametric Technology Corporation (a)<F5> 900 6,273 Paychex, Inc. 1,175 43,569 PMC - Sierra, Inc. (a)<F5> 500 4,405 QLogic Corporation (a)<F5> 300 10,260 QUALCOMM Inc. 5,700 255,075 Sabre Holdings Corporation 500 10,140 Sanmina-SCI Corporation (a)<F5> 1,700 7,293 Scientific-Atlanta, Inc. 500 18,755 Siebel Systems, Inc. 1,800 18,594 Solectron Corporation (a)<F5> 3,300 12,903 Sun Microsystems, Inc. (a)<F5> 12,050 47,236 Symantec Corporation (a)<F5> 4,217 95,557 Symbol Technologies, Inc. 750 7,260 Tektronix, Inc. 300 7,569 Tellabs, Inc. (a)<F5> 1,600 16,832 Teradyne, Inc. (a)<F5> 650 10,725 Texas Instruments Incorporated 5,700 193,230 Unisys Corporation (a)<F5> 950 6,308 Xerox Corporation (a)<F5> 3,400 46,410 Xilinx, Inc. 1,250 34,813 Yahoo! Inc. (a)<F5> 4,380 148,219 ----------- 5,949,958 ----------- Materials - 2.82% Air Products and Chemicals, Inc. 750 41,355 Alcoa Inc. 3,100 75,702 Allegheny Technologies, Inc. 300 9,294 Ashland Inc 300 16,572 Ball Corporation 400 14,696 Bemis Company, Inc. 400 9,880 The Dow Chemical Company 3,400 141,678 E.I. du Pont de Nemours and Company 3,500 137,095 Eastman Chemical Company 300 14,091 Ecolab Inc. 600 19,158 Engelhard Corporation 400 11,164 Freeport-McMoRan Copper & Gold, Inc. - Class B 600 29,154 Georgia-Pacific Corp. 950 32,357 Hercules Incorporated (a)<F5> 400 4,888 International Flavors & Fragrances Inc. 275 9,801 International Paper Company 1,690 50,362 Louisiana-Pacific Corporation 400 11,076 MeadWestvaco Corporation 650 17,953 Monsanto Company 950 59,612 Newmont Mining Corporation 1,550 73,113 Nucor Corporation 600 35,394 Pactiv Corporation (a)<F5> 500 8,760 Phelps Dodge Corporation 300 38,979 PPG Industries, Inc. 600 35,514 Praxair, Inc. 1,100 52,723 Rohm & Haas Company 550 22,622 Sealed Air Corporation (a)<F5> 300 14,238 Sigma-Aldrich Corporation 200 12,812 Temple-Inland Inc. 400 16,340 United States Steel Corporation 400 16,940 Vulcan Materials Company 400 29,684 Weyerhaeuser Company 850 58,438 ----------- 1,121,445 ----------- Telecommunication Services - 3.05% Alltel Corporation 1,390 90,503 AT&T Corp. 2,800 55,440 BellSouth Corporation 6,500 170,950 CenturyTel, Inc. 500 17,490 Citizens Communications Company 1,250 16,937 Qwest Communications International Inc. (a)<F5> 5,400 22,140 SBC Communications Inc. 11,650 279,251 Sprint Corporation 10,291 244,720 Verizon Communications Inc. 9,717 317,649 ----------- 1,215,080 ----------- Utilities - 3.58% The AES Corporation (a)<F5> 2,300 37,789 Allegheny Energy, Inc. (a)<F5> 600 18,432 Ameren Corporation 700 37,443 American Electric Power Company, Inc. 1,350 53,595 Calpine Corporation (a)<F5> 1,700 4,403 CenterPoint Energy, Inc. 1,100 16,357 Cinergy Corp. 700 31,087 CMS Energy Corporation (a)<F5> 800 13,160 Consolidated Edison, Inc. 865 41,996 Constellation Energy Group 600 36,960 Dominion Resources, Inc. 1,250 107,675 DTE Energy Company 590 27,057 Duke Energy Corporation 3,300 96,261 Dynegy Inc. - Class A (a)<F5> 1,200 5,652 Edison International 1,150 54,372 Entergy Corporation 750 55,740 Exelon Corporation 2,400 128,256 FirstEnergy Corp. 1,150 59,938 FPL Group, Inc. 1,400 66,640 KeySpan Corporation 600 22,068 Nicor Inc. 200 8,406 NiSource Inc. 950 23,037 Peoples Energy Corporation 100 3,938 PG&E Corporation 1,350 52,987 Pinnacle West Capital Corporation 300 13,224 PPL Corporation 1,300 42,029 Progress Energy, Inc. 850 38,038 Public Service Enterprise Group Incorporated 850 54,706 Sempra Energy 950 44,707 The Southern Company 2,605 93,155 TECO Energy, Inc. 700 12,614 TXU Corp. 850 95,948 Xcel Energy, Inc. 1,450 28,435 ----------- 1,426,105 ----------- TOTAL COMMON STOCKS (COST $33,139,446) 39,097,019 ----------- ----------- Short-Term Principal Investments (1.74%) Amount Value - ------------------ ------ ----- FHLB Discount Note,2.650%, 10/03/2005 $643,000 $642,893 U.S. Treasury Bill,3.175%, 12/22/2005 50,000 49,623 TOTAL SHORT-TERM INVESTMENTS (COST $692,516) 692,516 ----------- TOTAL INVESTMENTS - 99.99% (COST $33,831,962) 39,789,535 ----------- OTHER ASSETS, LESS LIABILITIES - 0.01% 5,847 ----------- TOTAL NET ASSETS - 100.00% $39,795,382 ----------- ----------- (a)<F5> Non-income producing security. The accompanying Notes to Financial Statements are an integral part of this schedule. SCHEDULE OF FUTURES CONTRACTS SEPTEMBER 30, 2005 THE CATHOLIC EQUITY FUND Unrealized Futures Contracts Purchased Contracts Depreciation - --------------------------- --------- ------------ S&P 500 Index Futures Contracts Expiring December 2005 (Underlying Face Amount at Value $308,575) 1 $(3,550) S&P 500 Index E-mini Futures Contracts Expiring December 2005 (Underlying Face Amount at Value $432,005) 7 (1,600) ------- TOTAL FUTURES CONTRACTS PURCHASED $(5,150) ------- ------- The accompanying Notes to Financial Statements are an integral part of this schedule. STATEMENT OF ASSETS & LIABILITIES SEPTEMBER 30, 2005 The Catholic Equity Fund ----------- ASSETS - ------ Investments, at cost $33,831,962 ----------- Investments, at value $39,789,535 Cash 611 Dividend receivable 45,559 Receivable from broker 1,500 Receivable for Fund shares sold 12,138 Receivable from Adviser 2,849 Other assets 26,635 ----------- TOTAL ASSETS 39,878,827 ----------- LIABILITIES - ----------- Payable for investments purchased 17,835 Payable for Fund shares redeemed 1,110 Accrued expenses and other liabilities 64,500 ----------- TOTAL LIABILITIES 83,445 ----------- NET ASSETS $39,795,382 ----------- ----------- NET ASSETS CONSIST OF: - ---------------------- Paid in capital $37,836,579 Undistributed net investment income 387,297 Undistributed net realized loss on investments sold and futures contracts (4,380,917) Net unrealized appreciation (depreciation) on: Investments 5,957,573 Futures contracts (5,150) ----------- NET ASSETS $39,795,382 ----------- ----------- CLASS A SHARES - -------------- Net assets $8,451,198 Shares authorized ($0.001 par value) 100,000,000(1) <F6> Shares issued and outstanding 851,205 Net asset value, redemption price and minimum offering price per share$9.93 Maximum offering price per share ($9.93/0.96) $10.34 CLASS C SHARES - -------------- Net assets $3,519,933 Shares authorized ($0.001 par value) 100,000,000(1) <F6> Shares issued and outstanding 355,327 Net asset value and offering price per share $9.91 CLASS I SHARES - -------------- Net assets $27,824,251 Shares authorized ($0.001 par value) 100,000,000(1) <F6> Shares issued and outstanding 2,797,042 Net asset value, redemption price and offering price per share $9.95 (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 YEAR ENDED SEPTEMBER 30, 2005 The Catholic Equity Fund ----------- INVESTMENT INCOME - ----------------- Dividend income $759,829 Interest income 14,480 Other income 448 ---------- TOTAL INCOME 774,757 ---------- EXPENSES - -------- Investment advisory fees 185,499 Legal fees 83,163 Transfer agent fees and expenses 75,001 Portfolio accounting fees 63,392 Advocacy expenses 49,380 Insurance fees 40,192 Federal and state registration fees 33,802 Audit fees 24,918 Custody fees 21,776 Printing and postage expenses 18,817 Directors' fees and expenses 7,527 12b-1 fees - Class A 19,730 12b-1 fees - Class C 25,738 Other 4,749 ---------- TOTAL EXPENSES 653,684 ---------- Less waivers and reimbursements by adviser (472,871) ---------- NET EXPENSES 180,813 ---------- NET INVESTMENT INCOME 593,944 ---------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS - -------------------------------------------------- Net realized gain on: Investments 9,690 Futures contracts 46,499 Net change in unrealized appreciation (depreciation) on: Investments 3,460,848 Futures contracts (2,535) ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 3,514,502 ---------- CHANGE IN NET ASSETS RESULTING FROM OPERATIONS $4,108,446 ---------- ---------- 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, ---------------------------------- 2005 2004 ---- ---- OPERATIONS - ---------- Net investment income $593,944 $280,007 Net realized gain (loss) on investments and futures contracts 56,189 (55,313) Net change in unrealized appreciation on investments and futures contracts 3,458,313 3,169,847 ----------- ----------- CHANGE IN NET ASSETS RESULTING FROM OPERATIONS 4,108,446 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 5,329,443 3,964,509 Net asset value of shares issued to shareholders in payment of distributions declared 396,620 211,562 Cost of shares redeemed (1,661,397) (1,563,341) CHANGE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS 4,064,666 2,612,730 ----------- ----------- CHANGE IN NET ASSETS $7,764,626 $5,790,604 ----------- ----------- NET ASSETS, BEGINNING OF PERIOD $32,030,756 $26,240,152 ----------- ----------- NET ASSETS, END OF PERIOD $39,795,382 $32,030,756 ----------- ----------- UNDISTRIBUTED NET INVESTMENT INCOME $387,297 $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 Year Ended September 30, --------------------------------------------------------------------------------- 2005(3)<F9> 2004(3)<F9> 2003(3)<F9> 2002(3)<F9> 2001(3)<F9> ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, BEGINNING OF YEAR $8.95 $7.99 $6.48 $8.43 $10.95 Net investment income (loss) 0.13 0.08 0.04 0.06 (0.04)(2)<F8> Net realized and unrealized gain (loss) on investments 0.95 0.93 1.49 (1.83) (2.45) ----- ----- ----- ----- ----- TOTAL FROM INVESTMENT OPERATIONS 1.08 1.01 1.53 (1.77) (2.49) ----- ----- ----- ----- ----- Distributions from net investment income (0.10) (0.05) (0.02) -- -- Distributions from net realized gain -- -- -- (0.18) (0.03) ----- ----- ----- ----- ----- TOTAL DISTRIBUTIONS (0.10) (0.05) (0.02) (0.18) (0.03) ----- ----- ----- ----- ----- NET ASSET VALUE, END OF YEAR $9.93 $8.95 $7.99 $6.48 $8.43 ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- Total return(1)<F7> 12.07% 12.70% 23.71% (21.65)% (22.81)% SUPPLEMENTAL DATA AND RATIOS - ---------------------------- Net assets, end of year $8,451,198 $6,868,111 $4,683,756 $2,865,775 $4,525,315 Ratio of expenses to average net assets: Before expense waivers and reimbursements 1.89% 1.94% 2.44% 2.48% 3.05% After expense waivers and reimbursements 0.64%(6)<F12> 0.95% 0.95% 1.23% 1.75% Ratio of net investment income (loss) to average net assets: Before expense waivers and reimbursements 0.20% (0.22)% (0.66)% (0.94)% (1.75%) After expense waivers and reimbursements 1.45% 0.77% 0.83% 0.31% (0.45%) Portfolio turnover rate 5.31% 1.88% 9.46%(4)<F10> 31.23%(5)<F11> 39.17% (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, 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, 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> 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 For the Year Ended September 30, Period Ended -------------------------------------------- September 30, 2005 2004 2003 2002(1)<F13> ---- ---- ---- ------------- NET ASSET VALUE, BEGINNING OF PERIOD $8.90 $7.96 $6.48 $8.92 ----- ----- ----- ----- Net investment income 0.12 0.05 0.04 0.01 Net realized and unrealized gain (loss) on investments 0.94 0.94 1.48 (2.45) ----- ----- ----- ----- TOTAL FROM INVESTMENT OPERATIONS 1.06 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 $9.91 $8.90 $7.96 $6.48 ----- ----- ----- ----- ----- ----- ----- ----- Total return(2)<F14> 11.76% 12.39% 23.69% (27.47)%(3) <F15> RATIOS TO AVERAGE NET ASSETS - ---------------------------- Net assets, end of period $3,519,933 $3,344,454 $3,016,387 $3,432 Ratio of expenses to average net assets: Before expense waivers and reimbursements 2.39% 2.44% 2.94% 3.71%(4) After expense waivers <F16> and reimbursements 0.89%(6)<F18> 1.20% 1.20% 1.20%(4) Ratio of net investment income <F16> (loss) to average net assets: Before expense waivers and reimbursements (0.30)% (0.72)% (1.16)% (1.84)%(4) After expense waivers <F16> and reimbursements 1.20% 0.52% 0.58% 0.67%(4) <F16> Portfolio turnover rate 5.31% 1.88% 9.46%(5)<F17> 31.23%(3) <F15> (1)<F13> Reflects operations for the period from April 9, 2002 (commencement of operation), to September 30, 2002. (Note 1) (2)<F14> Based on net asset value, which does not reflect the contingent deferred sales charge. (3)<F15> Not annualized. (4)<F16> Computed on an annualized basis. (5)<F17> Portfolio turnover rate excludes purchases and sales from the merger of The Catholic Values Investment Trust and The Catholic Equity Fund. (6)<F18> 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 For the Year Ended September 30, Period Ended -------------------------------------------- September 30, 2005 2004 2003 2002(1)<F19> ---- ---- ---- ------------ NET ASSET VALUE, BEGINNING OF PERIOD $8.96 $8.00 $6.49 $9.02 ----- ----- ----- ----- Net investment income 0.16 0.09 0.07 0.02 Net realized and unrealized gain (loss) on investments 0.95 0.94 1.49 (2.55) ----- ----- ----- ----- TOTAL FROM INVESTMENT OPERATIONS 1.11 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 $9.95 $8.96 $8.00 $6.49 ----- ----- ----- ----- ----- ----- ----- ----- Total return 12.41% 12.89% 24.19% (28.05)%(2) <F20> RATIOS TO AVERAGE NET ASSETS - ---------------------------- Net assets, end of period $27,824,251 $21,818,191 $18,540,009 $9,831,101 Ratio of expenses to average net assets: Before expense waivers and reimbursements 1.64% 1.69% 2.19% 2.55%(3) After expense waivers <F21> and reimbursements 0.39%(5)<F23> 0.70% 0.70% 0.70%(3) Ratio of net investment income <F21> (loss) to average net assets: Before expense waivers and reimbursements 0.45% 0.03% (0.41)% (0.82)%(3) After expense waivers <F21> and reimbursements 1.70% 1.02% 1.08% 1.03%(3) <F21> Portfolio turnover rate 5.31% 1.88% 9.46%(4)<F22> 31.23%(2) <F20> (1)<F19> Reflects operations for the period from April 3, 2002 (commencement of operations), to September 30, 2002. (Note 1) (2)<F20> Not annualized. (3)<F21> Computed on an annualized basis. (4)<F22> Portfolio turnover rate excludes purchases and sales from the merger of The Catholic Values Investment Trust and The Catholic Equity Fund. (5)<F23> 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 SEPTEMBER 30, 2005 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 redesigned 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"). 2. SIGNIFICANT ACCOUNTING POLICIES - ---------------------------------- The following is a summary of significant accounting policies consistently followed by the Funds in preparation of their 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. 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, 2005 and 2004 were as follows: Equity Fund ------------------------------------------- For the For the Year Ended Year Ended September 30, 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 Statements of Assets and Liabilities. As of September 30, 2005, the Fund had net capital loss carryforwards of $3,685,235 that will expire in varying amounts through 2012 ($108,401 in 2006, $9,803 in 2007, $1,691,715 in 2008, $1,135,875 in 2009, $5,488 in 2010, $388,847 in 2011, and $345,106 in 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, 2005, the components of capital on a tax basis were as follows: Equity Fund ----------- Cost of investments $34,531,653 ----------- ----------- Gross unrealized appreciation $ 8,575,815 Gross unrealized depreciation (3,317,933) ----------- Net unrealized appreciation/depreciation $ 5,257,882 ----------- ----------- Undistributed ordinary income $ 386,156 Undistributed long-term capital gain -- ----------- Total distributable earnings $ 386,156 ----------- ----------- Other accumulated gain/losses $(3,685,235) ----------- Total accumulated earnings/losses $ 1,958,803 ----------- ----------- The Fund designates 100% of dividends declared from net investment income during the fiscal year ended September 30, 2005 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, 2005, 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 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 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 Untied 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 waived its management fee and/or reimbursed the Fund's operating expenses (exclusive of brokerage, interest, taxes and extraordinary expenses) to ensure that the Fund's operating expenses did not exceed 0.60%, 0.85% and 0.35% (effective November 15, 2004, reflecting an increase in expense reimbursement from the previous expense caps of 0.95%, 1.20% and 0.70%) of the average daily net assets of Fund - Class A, Class C and Class I shares, respectively, for the year ended September 30, 2005. While the Adviser's commitment has expired, it is continuing to cap expenses at those amounts. This reimbursement and fee waiver is voluntary, and may be discontinued at any time. 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, 2005, expenses of $472,871 were reimbursed by the Adviser for the Fund. The Adviser may terminate or adjust the waiver and expense reimbursement at any time 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 of 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, 2005, 12b-1 distribution expenses of $19,730 and $25,738 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 the Fund. The Adviser also received sales charges from the sale of Class A shares of $35,660 for the year ended September 30, 2005. There were no contingent deferred sales charges paid to the Adviser for the redemption of Class C shares during the year ended September 30, 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 were as follows: THE CATHOLIC EQUITY FUND - CLASS A SHARES For the Year Ended For the Year Ended September 30, 2005 September 30, 2004 ---------------------------- ---------------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $1,545,817 162,985 $2,062,903 232,281 Shares issued to holders in reinvestment of distributions 72,993 7,517 32,372 3,658 Shares redeemed (828,294) (86,835) (485,188) (54,555) -------- ------- ---------- ------- NET INCREASE $790,516 83,667 $1,610,087 181,384 -------- ------- ---------- ------- -------- ------- ---------- ------- THE CATHOLIC EQUITY FUND - CLASS C SHARES For the Year Ended For the Year Ended September 30, 2005 September 30, 2004 ------------------------- -------------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $245,364 21,908 $605,925 69,231 Shares issued to holders in reinvestment of distributions 15,991 1,649 16,727 1,896 Shares redeemed (447,457) (43,891) (649,619) (74,463) --------- ------- -------- ------- NET INCREASE $(186,102) (20,334) $(26,967) (3,336) --------- ------- -------- ------- --------- ------- -------- ------- THE CATHOLIC EQUITY FUND - CLASS I SHARES For the Year Ended For the Year Ended September 30, 2005 September 30, 2004 ---------------------------- ---------------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $3,538,262 372,855 $1,295,680 148,768 Shares issued to holders in reinvestment of distributions 307,636 31,682 162,463 18,357 Shares redeemed (385,646) (41,969) (428,534) (50,748) ---------- ------- ---------- ------- NET INCREASE $3,460,252 362,568 $1,029,609 116,377 ---------- ------- ---------- ------- ---------- ------- ---------- ------- 5. INVESTMENT TRANSACTIONS - -------------------------- The aggregate purchases and sales of securities, excluding short-term investments for the Fund, for the year ended September 30, 2005 were $6,001,850 and $1,928,513, respectively. There were no purchases and sales of U.S. government securities for the Fund. Transactions in futures contracts for the year ended September 30, 2005 were as follows: Equity Fund ------------------------------ Number of Aggregate Face Contracts Value of Contracts --------- ------------------- Outstanding at beginning of year 5 $504,320 Contracts opened 54 4,221,955 Contracts closed (51) (3,980,545) --- ---------- Outstanding at end of year 8 $ 745,730 --- ---------- --- ---------- 6. GUARANTEES AND INDEMNIFICATIONS - ---------------------------------- In the normal course of business, the Fund enters into contracts with 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 Funds, Inc. (constituting The Catholic Equity Fund, hereafter referred to as the "Fund") at September 30, 2005, 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, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Milwaukee, Wisconsin November 17, 2005 DIRECTORS AND OFFICERS (UNAUDITED) THE CATHOLIC FUNDS, INC. Number of Portfolios in Other Position(s) Term of Office Complex Directorships Name, Address and Held with and Length of Principal Occupation(s) Overseen by Held by Date of Birth 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, 1 Trustee, 1100 W. Wells St. until successor HUFCOR since 1978. Jefferson Fund Milwaukee, WI 53233 elected. 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 since 1989. Milwaukee, WI 53233 elected. 09/03/1949 Since 1999 Amelia E. Macareno Director Indefinite, Senior Vice President, Commercial 1 None 1100 W. Wells St. until successor Lending, Merchants & Manufacturers Milwaukee, WI 53233 elected. Bancorporation, Inc. since 2002. 10/05/1958 Since 2005 Vice President, Correspondent Banking, U.S. Bank N.A. (1981 to 2002). 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 Bernard E. Reidy Director Indefinite, Archbishop's Delegate for Administration 1 None 1100 W. Wells St. until successor and Finance, Archdiocese of New York Milwaukee, WI 53233 elected. since 2000. 03/24/1942 Since 2005 Conrad L. Sobczak Director Indefinite, Retired; President and CEO, 1 None 1100 W. Wells St. until successor Family Health Systems Milwaukee, WI 53233 elected. (1987 to 1998). 10/20/1938 Since 1999 INTERESTED DIRECTORS: - --------------------- Daniel J. Steininger(1) Director, Indefinite, CEO-Catholic Knights 1 None 1100 W. Wells St. <F24> Chairman of until successor since 1981. Milwaukee, WI 53233 the Board elected. 05/01/1945 Since 1999 Allan G. Lorge(1)<F24> 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 election Knights since 1997. Milwaukee, WI 53233 by Board of 12/17/1940 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 election Catholic Knights since 1985. Milwaukee, WI 53233 by Board of 06/20/1944 Directors or until successor is elected. Since 1999 John M. Koth Chief One year term, Chief Compliance Officer-Catholic n/a n/a 1100 W. Wells St. Compliance subject to election Financial Services Corporation Milwaukee, WI 53233 Officer by Board of since 2001. 09/27/1964 Directors or until Compliance and Operations Director- successor is Prudential Financial Services 1999 to 2001. elected. Since 2004 Mark K. Forbord Controller One year term, Senior Financial Analyst- n/a n/a 1100 W. Wells St. subject to election Catholic Knights since 1995. Milwaukee, WI 53233 by Board of 01/21/1954 Directors or until successor is elected. Since 1999 Additional information about the Fund's directors is available in the Statement of Additional Information and is available, without charge, upon request, by calling 1-877-222-2402. (1)<F24> 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 Amelia Macareno Thomas Munninghoff Bernard Reidy Conrad Sobczak OFFICERS - -------- Theodore Zimmer, President Allan Lorge Vice President, Secretary and Chief Financial Officer Russell Kafka, Treasurer John Koth, Chief Compliance Officer Mark Forbord, Controller 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 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, 2005 is available, without charge, on or through the Fund's website, at www.catholicfunds.com, and on the SEC's website, at --------------------- www.sec.gov. ------------ 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, at www.catholicfunds.com, and on --------------------- the SEC's website, at www.sec.gov. You may also review and copy the Form N-Q ----------- for the Fund at the SEC's Public Reference Room in Washington, DC. You may get information about the operation of the Public Reference Room by calling 1-800- SEC-0330. 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. (THE CATHOLIC EQUITY FUND LOGO) 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 meaning of Item 3(a)(2) of Form N-CSR. Mr. Munninghoff is 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, ------------------------------- 2004 2005 ---- ---- Audit Fees(1)<F24> $20,000 $21,400 Audit-Related Fees(2)<F25> $ -0- $ -0- Tax Fees(3)<F26> $ 2,275 $ 3,800 All Other Fees(4)<F27> $ -0- $ -0- TOTAL $22,275 $25,200 ------- ------- ------- ------- - ----------- (1)<F24> This category relates to professional services rendered by the principal accountant for the audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. (2)<F25> This category relates to assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under "Audit Fees" above. (3)<F26> This category relates to professional services rendered by the principal accountant for tax compliance, tax advice and tax planning. For 2004 and 2005, PricewaterhouseCoopers LLP assisted in the preparation of tax returns for the Registrant and also reviewed the Registrant's dividend calculation to assure compliance with Subchapter M of the Internal Revenue Code of 1986. (4)<F27> This category relates to products and services provided by the principal accountant other than those reported under "Audit Fees," "Audit-Related Fees," and "Tax Fees" above. 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 2004 and 2005 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 included in the Registrant's Annual Report to Shareholders dated as of September 30, 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 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 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 December, 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 December, 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)