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) DANIEL STEININGER, 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, 2006 DATE OF REPORTING PERIOD: SEPTEMBER 30, 2006 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles. A registrant is required to disclose the information specified by Form N- CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ITEM 1. REPORTS TO STOCKHOLDERS (THE CATHOLIC FUNDS(R) LOGO) GIVING VOICE TO CATHOLIC VALUESSM THE CATHOLIC EQUITY FUND ANNUAL REPORT SEPTEMBER 30, 2006 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 7 Allocation of Portfolio Assets 8 Schedule of Investments 12 Schedule of Futures Contracts 13 Statement of Assets & Liabilities 14 Statement of Operations 15 Statements of Changes in Net Assets 16 Financial Highlights 19 Notes to Financial Statements 26 Report of Independent Registered Public Accounting Firm 27 Directors and Officers Letter to Shareholders Dear Shareholders: The past twelve months has been very exciting for The Catholic Funds, Inc. We've extended the depth of our Advisory Committee, changed our sub-adviser and achieved performance that follows our philosophy. The first and most gratifying change is that we now have The Most Reverend Timothy M. Dolan, Archbishop of Milwaukee on our Advocacy Advisory Board. His presence brings reassurances that our investment policies are in fact following the United States Conference of Catholic Bishops investment guidelines! On February 1, 2006, we replaced our sub-advisor with Ziegler Capital Management. The strategy that Ziegler has been spearheading is intended to increase assets and attract more investors. We will continue to exclude companies that aid in the practice of abortion and then try to obtain a total return over time from dividends and capital gains that exceeds, before deducting operating expenses, the total return of the S&P 500 Index. Below are details on how your investment has put your Catholic values into action. DIALOGUE AND RESOLUTIONS In the 2005-06 advocacy year, we addressed three main issues; Human Rights, Treatment of Workers and Excessive CEO Compensation. In collaboration with other faith-based institutions, we attempted dialogue with all companies to discuss issues pertaining to Catholic values prior to filing resolutions. First of all, we would like to thank management at Caterpillar for committing to give us the opportunity to participate in the writing of the company's sustainability report. Because of this commitment, we withdrew from filing a resolution. HUMAN RIGHTS - Chevron has been linked to human rights abuse accusations including: Pollution Resulting In Health Problems, History of Violence Against Non-Violent Opposition and Execution, Torture, Rape and Forced Labor. After two years of dialog with Chevron, The Catholic Equity Fund co-filed with advocacy partners on a resolution asking that Chevron adopt a comprehensive, transparent, verifiable human rights policy and report to shareholders on the plan for implementation by October 2006. Halliburton's Code of Business Conduct does not address major human rights areas such as freedom of association, forced labor, and equal pay for equal work. After dialog with Halliburton stalled, The Catholic Equity Fund co-filed with advocacy partners on a resolution asking that Halliburton review its policies related to human rights, assess where additional policies should be adopted, and report its finding by December 2006. TREATMENT OF WORKERS - After dialogue failed, we co-filed resolutions for the following companies, Apple Computer, Dell Computer, Hewlett-Packard, Motorola and Wal-Mart. EXCESSIVE CEO COMPENSATION - After dialogue failed, we filed resolutions with the following companies, Cendant, Exxon Mobil, Honeywell, Merrill Lynch, AT&T and Wells Fargo. As always, you can find more information about Proxy Voting and Resolutions on our website - www.CatholicFunds.com. /s/Daniel J. Steininger Daniel J. Steininger Chairman and 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 Equity Fund is distributed through Catholic Financial Services Corporation, 1100 W. Wells St., Milwaukee, WI 53233, (414) 278-6550. Member NASD and SIPC. "S&P 500(R)" is a trademark of The McGraw-Hill Companies, Inc., and has been licensed for use by The Catholic Equity Fund. The Catholic Equity Fund is not sponsored, endorsed, sold or promoted by Standard and Poor's and Standard and Poor's makes no representation regarding the advisability of investing in the Fund. An investment cannot be made directly in the index. The Catholic Equity Fund MANAGEMENT: The Fund is managed by a team of professionals employed by its subadviser, Ziegler Capital Management, LLC. Those professionals include, among others, Brian K. Andrew, Donald J. Nesbitt, and Mikhail I. Alkhazov. Mr. Brian K. Andrew joined Ziegler in 1994 after spending seven years working as an analyst and portfolio manager for bank trust and investment advisory firms. He was also a managing director and partner in a private investment advisory firm. Mr. Andrew is currently the president of Ziegler Capital Management and serves on Ziegler's management committee, as well as Ziegler Wealth Management's equity and fixed income committees. Prior to joining Ziegler, he created an investment program to manage indentured funds, managed municipal funds and monies for organizations in the health care and senior living industry. He has experience crafting investment policies and educating organizational management and boards regarding those policies and their implementation. Mr. Andrew received his B.S. in Business/Finance from the University of Minnesota. He has also earned his Chartered Financial Analyst (CFA), and Certified Cash Manager (CCM) designations. He is a member of the Milwaukee Investment Analyst Society, the CFA Institute and the Treasury Management Association. Mr. Andrew currently serves as the President for the Great Lakes Hemophilia Foundation. He has also been active in the establishment of a Community Development Authority board for a local Milwaukee municipality where he most recently served as the Board's Vice Chair. He has also been active in adult education teaching investment topics through the University of Wisconsin, Milwaukee, Center for Financial Training and the American Bankers Association. He has also taught undergraduate courses in finance at Concordia University. Mr. Donald J. Nesbitt, Chief Investment Officer of Ziegler Capital Management, joined Ziegler in early 2002 after having spent nearly four years at Qwest Communication's pension plan in Denver, Colorado, where he managed $6 billion of equities, using research-enhanced, quantitative approaches. Prior to joining Qwest, Mr. Nesbitt spent nine years at the Illinois Teachers' Retirement System where, as Director of Investments, he was responsible for the management of $20 billion across various asset classes. Mr. Nesbitt holds a B.S. in economics from Saint Cloud State University, St. Cloud, Minnesota, and a M.S. in financial analysis from the University of Wisconsin-Milwaukee. He holds a Chartered Financial Analyst (CFA) designation and has been actively involved with the CFA Institute. Mr. Nesbitt has also instructed investment courses at the University of Illinois-Springfield and has spoken at numerous industry conferences on the topics of enhanced equity management and derivative investment strategies. Mikhail I. Alkhazov, CFA, is an Assistant Vice President and Portfolio Manager for Ziegler Capital Management. He joined Ziegler Investment Services Group in 2002, having served as a research analyst at B.C. Ziegler and Company for the two previous years. He currently serves as a Portfolio Manager and Equity Analyst, supporting the quantitative investment research process. Mr. Alkhazov graduated magna cum laude from the University of Wisconsin-Milwaukee with undergraduate degrees in Accounting and in Finance. He holds a Chartered Financial Analyst (CFA) designation and additionally holds Series 7, 66, and 55 licenses. MARKET COMMENTARY For the twelve months ended September 30, 2006, the Catholic Equity Fund (the "Fund") produced a total return of 10.83% (Class A without sales load), compared to a return of the S&P 500 Composite Stock Price Index ("Index") of 10.79%. The primary differences between the Fund's performance and the Index's return were due to expenses and certain securities that were in the Index, but excluded from the Fund, due to the sanctity of life screen. The management approach for the Fund was modified from a passive to an enhanced-index approach in February 2006, in an effort to offset performance shortfall from the exclusionary constraints and the Fund's expenses. Ziegler Capital Management was retained with that mandate as the new subadviser. The Fund recorded a gain for the year ended September 30, 2006, but its progress over that period was irregular, as the market hit a speed bump during the second quarter of 2006 due to investors' fear of "stagflation" brought on by a slowing economy and higher energy prices. However, investor sentiment improved in the third quarter, as falling energy prices and strong corporate earnings helped propel equity markets higher. In addition, equity returns varied across market capitalization segments, with larger issues enjoying better relative performance compared with smaller issues over the year-to-date period. The industries that provided the greatest contribution to return were financials, industrials and consumer staples. The financial services companies represent the largest allocation to any particular sector within the Fund and these stocks benefited from the Federal Reserve's pause in interest rate hikes at mid-year. Investors seemed to have hedged their bets against a slowing economy by purchasing the traditionally defensive consumer staples stocks, while also responding to the positive earnings reports from the industrial sector. The telecommunication services and materials sectors experienced strong relative returns, but both of these sectors have a relatively low (about 3.0%) representation in the Fund, which diminished their effects on the Fund's total performance. Industries that detracted from the Fund's performance were information technology, energy and utilities. Looking ahead, we believe that stable interest rates can support current, if not higher, market multiples, but earnings growth will provide the key for equity market prospects as we move into 2007. A maturing economic expansion will probably begin to pressure corporate earnings growth, but we feel that profits will continue to expand and support equity prices. With moderating economic growth, a vigilant Fed and stable interest rates, we are optimistic that U.S. stocks will produce reasonable returns, particularly with those companies that are able to exhibit steady, high-quality growth characteristics being more readily sought out by investors. For more complete information about The Catholic Funds, 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 - 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 $9,497 $10,000 6/30/99 $10,290 $9,772 $10,158 9/30/99 $9,690 $9,202 $9,523 12/31/99 $10,855 $10,308 $10,940 3/31/2000 $11,155 $10,594 $11,191 6/30/2000 $10,945 $10,394 $10,894 9/30/2000 $10,965 $10,413 $10,789 12/31/2000 $10,302 $9,783 $9,944 3/31/2001 $9,338 $8,868 $8,765 6/30/2001 $10,000 $9,497 $9,278 9/30/2001 $8,464 $8,038 $7,917 12/31/2001 $9,385 $8,913 $8,762 3/31/2002 $9,334 $8,864 $8,787 6/30/2002 $8,044 $7,640 $7,609 9/30/2002 $6,632 $6,298 $6,295 12/31/2002 $7,208 $6,845 $6,826 3/31/2003 $6,962 $6,611 $6,611 6/30/2003 $8,019 $7,616 $7,629 9/30/2003 $8,204 $7,791 $7,830 12/31/2003 $9,163 $8,702 $8,784 3/31/2004 $9,298 $8,830 $8,933 6/30/2004 $9,453 $8,977 $9,086 9/30/2004 $9,246 $8,781 $8,917 12/31/2004 $10,112 $9,603 $9,740 3/31/2005 $9,882 $9,385 $9,531 6/30/2005 $9,997 $9,494 $9,661 9/30/2005 $10,362 $9,841 $10,009 12/31/2005 $10,580 $10,047 $10,218 3/31/2006 $11,106 $10,547 $10,648 6/30/2006 $10,937 $10,387 $10,495 9/30/2006 $11,495 $10,917 $11,089 AVERAGE ANNUAL RETURNS September 30, 2006 Since Inception 1 Year 5 Year Inception Date ------ ------ --------- --------- Class A (without sales load) 10.94% 6.31% 1.90% 5/3/99 Class A (with sales load) 5.42% 5.24% 1.19% 5/3/99 S&P 500 Index 10.79% 6.97% 1.40% 5/3/99 Class D (without sales load) n/a n/a n/a 4/12/06 Class D (with sales load) n/a n/a n/a 4/12/06 S&P 500 Index n/a n/a n/a 4/12/06 Class I (without sales load) 11.18% n/a 5.29% 4/3/02 Class I (with sales load) 10.83% n/a 5.29% 4/3/02 S&P 500 Index 10.79% 6.97% 5.77% 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 D shares were first available on 2/1/06 and Class I shares were first available on 4/2/02. Class A performance has been restated to reflect the maximum sales charge of 5%. Class D and I performances would reflect the maximum contingent sales charge (CDSC) of 1.00% and 0.35%, respectively, terminating on the anniversary date of your purchase of shares for Class I shares and 18 months after the date of purchase for Class D shares. The S&P 500 is an unmanaged index comprised of 500 common stocks representative of the stock market as a whole. It is not possible to invest directly in an index. Current performance 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, 2006 Ticker Symbols Net Asset Values -------------- ------------------ Equity A CTHQX $10.92 Equity D CTHTX $10.29 Equity I CTHRX $10.94 TOP 10 HOLDINGS September 30, 2006 Percentage of Rank Ticker Security Name Net Assets ---- ------ ------------- ---------- 1 GE General Electric Company 3.93% 2 C Citigroup Inc. 3.65% 3 XOM Exxon Mobil Corporation 3.41% 4 MSFT Microsoft Corporation 2.52% 5 JNJ Johnson & Johnson 2.40% 6 AIG American International Group, Inc. 2.29% 7 PG The Procter & Gamble Company 1.92% 8 VZ Verizon Communications 1.83% 9 JPM JPMorgan Chase & Co. 1.81% 10 CVX ChevronTexaco Corporation 1.80% EXPENSE EXAMPLE As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments; 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, 2006, to September 30, 2006. 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 (4/1/2006) Value (9/30/2006) (4/1/2006 to 9/30/2006) Expense Ratio ----------------- ----------------- ----------------------- ------------- Class A Actual $1,000.00 $1,035.10 $4.34 0.85% Class A Hypothetical (5% return before expenses) $1,000.00 $1,020.81 $4.31 0.85% Class D Actual $1,000.00 $1,029.00 $8.14 1.60% Class D Hypothetical (5% return before expenses) $1,000.00 $1,017.05 $8.09 1.60% Class I Actual $1,000.00 $1,036.00 $3.06 0.60% Class I Hypothetical (5% return before expenses) $1,000.00 $1,022.06 $3.04 0.60% 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). ALLOCATION OF PORTFOLIO ASSETS (Calculated as a Percentage of Net Assets1<F2>) Financials2<F3> 22.72% Information Technology2<F3> 14.65% Health Care2<F3> 11.98% Consumer Discretionary2<F3> 11.62% Industrials2<F3> 9.94% Consumer Staples2<F3> 9.63% Energy2<F3> 9.53% Telecommunication Services2<F3> 4.91% Materials2<F3> 2.84% Utilities2<F3> 2.04% Futures Contracts 0.11% First American Prime Obligation 0.06% 1<F2> Total Net Assets on September 30, 2006 were $58,624,225 2<F3> Sectors based on Global Industry Classification Standard (GICS(R)) SCHEDULE OF INVESTMENTS SEPTEMBER 30, 2006 THE CATHOLIC EQUITY FUND Common Stocks (99.86%) Shares Value - ---------------------- ------ ----- Consumer Discretionary - 11.62% AutoNation, Inc. (a)<F4> 10,790 $225,511 Carnival Corporation (b)<F5> 2,600 122,278 Comcast Corporation - Class A (a)<F4> 16,960 624,976 Darden Restaurants, Inc. 7,625 323,834 eBay Inc. (a)<F4> 5,300 150,308 Federated Department Stores, Inc. 8,350 360,803 The Goodyear Tire & Rubber Company (a)<F4> 5,500 79,750 Harley-Davidson, Inc. 2,800 175,700 The Home Depot, Inc. 17,690 641,616 J.C. Penney Company, Inc. - Holding Company 4,900 335,111 Jack in the Box, Inc. (a)<F4> 3,500 182,630 Kohl's Corporation (a)<F4> 1,750 113,610 Limited Brands 9,160 242,648 Lowe's Companies, Inc. 5,590 156,855 McDonald's Corporation 2,200 86,064 Newell Rubbermaid Inc. 10,155 287,590 News Corporation - Class A 11,235 220,768 Omnicom Group Inc. 2,390 223,704 Payless Shoesource, Inc. (a)<F4> 4,200 104,580 Starbucks Corporation (a)<F4> 10,600 360,930 Target Corporation 2,570 141,993 Time Warner Inc. 32,520 592,840 TRW Automotive Holdings Corp. (a)<F4> 2,985 71,849 Univision Communications Inc. - Class A (a)<F4> 1,795 61,640 Vail Resorts, Inc. (a)<F4> 3,900 156,078 Viacom Inc (a)<F4> 5,610 208,580 The Walt Disney Company 10,400 321,464 Whirlpool Corporation 2,400 201,864 Wyndham Worldwide Corp. (a)<F4> 1,420 39,717 ----------- 6,815,291 ----------- Consumer Staples - 9.63% Altria Group, Inc. 12,820 981,371 Anheuser-Busch Companies, Inc. 1,700 80,767 Archer-Daniels- Midland Company 1,900 71,972 Avon Products, Inc. 1,980 60,707 The Coca-Cola Company 17,615 787,038 Colgate-Palmolive Company 1,300 80,730 CVS Corporation 3,630 116,596 Kellogg Company 5,035 249,333 Kimberly-Clark Corporation 1,300 84,968 The Kroger Co. 19,680 455,395 The Pepsi Bottling Group, Inc. 4,200 149,100 PepsiCo, Inc. 9,635 628,780 The Procter & Gamble Company 18,155 1,125,247 Safeway Inc. 6,700 203,345 Wal-Mart Stores, Inc. 11,545 569,399 ----------- 5,644,748 ----------- Energy - 9.53% Anadarko Petroleum Corporation 6,300 276,129 ChevronTexaco Corporation 16,280 1,055,921 ConocoPhillips 7,294 434,212 Devon Energy Corporation 1,495 94,409 Exxon Mobil Corporation 29,780 1,998,238 Halliburton Company 4,900 139,405 Hess Corp. 3,200 132,544 Marathon Oil Corporation 900 69,210 National-Oilwell Varco Inc. (a)<F4> 1,100 64,405 Occidental Petroleum Corporation 5,200 250,172 Schlumberger Limited (b)<F5> 8,760 543,383 Valero Energy Corporation 3,105 159,814 Veritas DGC, Inc. (a)<F4> 3,810 250,774 Weatherford International Ltd. (a)<F4>(b)<F5> 2,900 120,988 ----------- 5,589,604 ----------- Financials - 22.72% The Allstate Corporation 2,545 159,648 American Express Company 8,980 503,598 American Financial Group Inc. 4,780 224,325 American International Group, Inc. 20,270 1,343,090 Ameriprise Financial Inc. 3,115 146,094 Aon Corporation 3,500 118,545 Bank of America Corporation 10,915 584,717 The Bank of New York Company, Inc. 3,490 123,057 The Bear Stearns Companies Inc. 1,370 191,937 CapitalSource, Inc. 2,250 58,095 Citigroup Inc. 43,100 2,140,777 Comerica Incorporated 2,530 144,008 Countrywide Financial Corporation 2,943 103,123 Fannie Mae 5,495 307,225 The Goldman Sachs Group, Inc. 3,400 575,178 Highwoods Properties, Inc. 4,500 167,445 JPMorgan Chase & Co. 22,590 1,060,826 Lehman Brothers Holdings Inc. 5,200 384,072 Lincoln National Corporation 3,600 223,488 Loews Corporation 2,290 86,791 Merrill Lynch & Co., Inc. 2,400 187,728 MetLife, Inc. 1,500 85,020 MoneyGram International, Inc. 3,500 101,710 Morgan Stanley 3,300 240,603 Principal Financial Group, Inc. 12,420 674,158 Prudential Financial, Inc. 2,200 167,750 PS Business Parks, Inc. 1,900 114,570 Rayonier, Inc. 6,100 230,580 Realogy Corp. (a)<F4> 1,775 40,257 The St. Paul Travelers Companies, Inc. 2,956 138,607 U.S. Bancorp 21,040 698,949 Wachovia Corporation 13,959 778,912 Washington Mutual, Inc. 10,100 439,047 Wells Fargo & Company 21,370 773,167 ----------- 13,317,097 ----------- Health Care - 11.98% Abbott Laboratories 10,495 509,637 Aetna Inc. 4,700 185,885 Baxter International Inc. 10,445 474,830 Biovail Corp. (b)<F5> 3,600 54,864 Boston Scientific Corporation (a)<F4> 7,500 110,925 Bristol-Myers Squibb Company 10,045 250,321 Cardinal Health, Inc. 770 50,620 Caremark Rx, Inc. 1,455 82,455 CIGNA Corporation 1,100 127,952 Dade Behring Holdings, Inc. 1,835 73,694 Eli Lilly and Company 9,630 548,910 Fisher Scientific International Inc. (a)<F4> 2,470 193,253 Gilead Sciences, Inc. (a)<F4> 3,000 206,100 Johnson & Johnson 21,670 1,407,250 King Pharmaceuticals, Inc. (a)<F4> 6,300 107,289 Laboratory Corporation of America Holdings (a)<F4> 4,560 298,999 McKesson Corporation 1,445 76,180 Medtronic, Inc. 9,520 442,109 Merck & Co. Inc. 16,840 705,596 Schering-Plough Corporation 6,065 133,976 UnitedHealth Group Incorporated 4,100 201,720 WellPoint Inc. (a)<F4> 4,430 341,331 Wyeth 8,600 437,224 ----------- 7,021,120 ----------- Industrials - 9.94% Albany International Corp. 4,145 131,894 The Boeing Company 5,355 422,242 Burlington Northern Santa Fe Corporation 3,360 246,758 Caterpillar Inc. 2,800 184,240 Continental Airlines, Inc. (a)<F4> 2,300 65,113 Cooper Industries Ltd. - Class A (b)<F5> 1,420 121,013 Crane Co. 2,635 110,143 CSX Corporation 12,000 393,960 Emerson Electric Co. 1,000 83,860 FedEx Corp. 700 76,076 General Electric Company 65,260 2,303,678 Honeywell International Inc. 3,500 143,150 Norfolk Southern Corporation 3,900 171,795 SPX Corp. 7,795 416,565 Textron Inc. 4,500 393,750 United Technologies Corporation 4,975 315,166 Waste Management, Inc. 6,700 245,756 ----------- 5,825,159 ----------- Information Technology - 14.65% Advanced Micro Devices, Inc. (a)<F4> 4,670 116,049 Agere Systems, Inc. (a)<F4> 4,120 61,512 Analog Devices, Inc. 3,300 96,987 Apple Computer, Inc. (a)<F4> 5,465 420,969 Applied Materials, Inc. 10,200 180,846 Cadence Design Systems, Inc. (a)<F4> 8,860 150,266 Ceridian Corp. (a)<F4> 6,900 154,284 Cisco Systems, Inc. (a)<F4> 34,480 793,040 Computer Sciences Corporation (a)<F4> 4,560 223,987 Corning Incorporated (a)<F4> 7,000 170,870 Earthlink, Inc. (a)<F4> 23,775 172,844 Electronic Data Systems Corporation 8,705 213,447 EMC Corporation (a)<F4> 11,220 134,416 First Data Corporation 1,800 75,600 Google, Inc. (a)<F4> 1,000 401,900 Hewlett-Packard Company 22,462 824,131 Imation Corp. 2,110 84,716 Intel Corporation 17,800 366,146 Lexmark International, Inc. (a)<F4> 2,490 143,573 Maxim Integrated Products, Inc. 3,400 95,438 Microsoft Corporation 54,030 1,476,640 Motorola, Inc. 12,230 305,750 NCR Corporation (a)<F4> 3,000 118,440 ON Semiconductor Corp. (a)<F4> 24,900 146,412 Oracle Corporation (a)<F4> 30,855 547,368 QUALCOMM Inc. 7,575 275,351 Research In Motion Ltd. (a)<F4>(b)<F5> 935 95,987 Sybase, Inc. (a)<F4> 4,005 97,081 Vishay Intertechnology, Inc. (a)<F4> 15,100 212,004 Western Digital Corp. (a)<F4> 5,000 90,500 Yahoo! Inc. (a)<F4> 13,500 341,280 ----------- 8,587,834 ----------- Materials - 2.84% Alcoa Inc. 3,800 106,552 Alpha Natural Resources, Inc. (a)<F4> 2,570 40,503 E.I. du Pont de Nemours and Company 1,900 81,396 International Paper Company 8,430 291,931 Newmont Mining Corporation 1,700 72,675 Pactiv Corporation (a)<F4> 2,720 77,302 Phelps Dodge Corporation 2,200 186,340 PPG Industries, Inc. 3,750 251,550 Praxair, Inc. 3,015 178,367 Sonoco Products Co. 2,660 89,483 Temple-Inland Inc. 3,580 143,558 Valspar Corp. 5,500 146,300 ----------- 1,665,957 ----------- Telecommunication Services - 4.91% AT&T, Inc. 28,330 $922,425 BellSouth Corporation 11,745 502,099 Qwest Communications International Inc. (a)<F4> 7,685 67,013 Sprint Corporation 18,400 315,560 Verizon Communications Inc. 28,902 1,073,131 ----------- 2,880,228 ----------- Utilities - 2.04% Duke Energy Corp 2,600 78,520 Edison International 6,970 290,231 FirstEnergy Corp. 6,965 389,065 PG&E Corporation 5,880 244,902 TECO Energy, Inc. 12,210 191,086 ----------- 1,193,804 ----------- TOTAL COMMON STOCKS (COST $51,173,738) 58,540,842 ----------- Short-Term Principal Investments (0.06%) Amount - ------------------- --------- First American Prime Obligations - Class Y, 4.890%, 12/31/2055 $34,060 34,060 ----------- TOTAL SHORT-TERM INVESTMENTS (COST $34,060) 34,060 ----------- TOTAL INVESTMENTS - 99.92% (COST $51,207,798) 58,574,902 OTHER ASSETS IN EXCESS OF LIABILITIES - 0.08% 49,323 ----------- TOTAL NET ASSETS - 100.00% $58,624,225 ----------- ----------- (a)<F4> Non-income producing security. (b)<F5> Foreign-issued security. The accompanying Notes to Financial Statements are an integral part of this schedule. SCHEDULE OF FUTURES CONTRACTS SEPTEMBER 30, 2006 THE CATHOLIC EQUITY FUND Unrealized Futures Contracts Purchased Contracts Appreciation - --------------------------- --------- ------------ S&P 500 Index E-mini Futures Contracts Expiring December 2006 (Underlying Face Amount at Market Value $67,270) 1 $1,765 ------ TOTAL FUTURES CONTRACTS PURCHASED $1,765 ------ ------ The accompanying Notes to Financial Statements are an integral part of this schedule. STATEMENT OF ASSETS & LIABILITIES SEPTEMBER 30, 2006 The Catholic Equity Fund ------------ ASSETS - ------ Investments, at cost $51,207,798 ----------- Investments, at value $58,574,902 Receivable from investments sold 6,980 Dividend receivable 67,719 Interest receivable 341 Receivable for Fund shares sold 34,089 Receivable from Adviser 23,129 Other assets 21,396 ----------- TOTAL ASSETS 58,728,556 ----------- LIABILITIES - ----------- Payable for Fund shares redeemed 7,858 Payable to broker 95 Accrued expenses and other liabilities 96,378 ----------- TOTAL LIABILITIES 104,331 ----------- NET ASSETS $58,624,225 ----------- ----------- NET ASSETS CONSIST OF: - ---------------------- Paid in capital $51,700,916 Undistributed net investment income 511,664 Undistributed net realized loss on investments sold and futures contracts (957,224) Net unrealized appreciation on: Investments 7,367,104 Futures contracts 1,765 ----------- NET ASSETS $58,624,225 ----------- ----------- CLASS A SHARES - -------------- Net assets $13,117,558 Shares authorized ($0.001 par value) 100,000,000(1)<F6> Shares issued and outstanding 1,201,685 Net asset value, redemption price and minimum offering price per share $10.92 Maximum offering price per share ($10.92/0.95) $11.49 CLASS D SHARES - -------------- Net assets $11,241 Shares authorized ($0.001 par value) 100,000,000(1)<F6> Shares issued and outstanding 1,092 Net asset value, redemption price and offering price per share $10.29 CLASS I SHARES - -------------- Net assets $45,495,426 Shares authorized ($0.001 par value) 100,000,000(1)<F6> Shares issued and outstanding 4,160,018 Net asset value, redemption price and offering price per share $10.94 (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, 2006 The Catholic Equity Fund ------------ INVESTMENT INCOME - ----------------- Dividend income $999,066 Interest income 18,227 Other income 798 ---------- TOTAL INCOME 1,018,091 ---------- EXPENSES - -------- Investment advisory fees (Note 3) 266,827 Legal fees 109,592 Transfer agent fees and expenses 76,284 Portfolio accounting fees 57,563 Custody fees 43,504 Advocacy expenses 40,422 Insurance fees 37,642 Printing and postage expenses 36,930 Federal and state registration fees 34,320 Audit fees 30,720 Directors' fees and expenses 10,506 12b-1 fees - Class A 28,385 12b-1 fees - Class C (Note 1) 5,576 12b-1 fees - Class D 47 Other 9,804 ---------- TOTAL EXPENSES 788,122 ---------- Less waivers and reimbursements by adviser (473,108) ---------- NET EXPENSES 315,014 ---------- NET INVESTMENT INCOME 703,077 ---------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS - ------------------------------------------- Net realized gain on: Investments 3,395,322 Futures contracts 11,573 Net change in unrealized appreciation on: Investments 1,408,214 Futures contracts 6,915 ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 4,822,024 ---------- CHANGE IN NET ASSETS RESULTING FROM OPERATIONS $5,525,101 ---------- ---------- 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, -------------------------------- 2006 2005 ---- ---- OPERATIONS - ---------- Net investment income $703,077 $593,944 Net realized gain on investments and futures contracts 3,406,895 56,189 Net change in unrealized appreciation on investments and futures contracts 1,415,129 3,458,313 ----------- ----------- CHANGE IN NET ASSETS RESULTING FROM OPERATIONS 5,525,101 4,108,446 ----------- ----------- DISTRIBUTIONS TO CLASS A SHAREHOLDERS - ------------------------------------- Distributions from net investment income (74,946) (78,529) DISTRIBUTIONS TO CLASS C SHAREHOLDERS - ------------------------------------- Distributions from net investment income (13,207) (16,732) DISTRIBUTIONS TO CLASS D SHAREHOLDERS - ------------------------------------- Distributions from net investment income -- -- DISTRIBUTIONS TO CLASS I SHAREHOLDERS - ------------------------------------- Distributions from net investment income (472,442) (313,225) ----------- ----------- CHANGE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (560,595) (408,486) ----------- ----------- CAPITAL SHARE TRANSACTIONS - -------------------------- Proceeds from shareholder purchases 16,624,390 5,329,443 Net asset value of shares issued to shareholders in payment of distributions declared 396,138 396,620 Cost of shares redeemed (3,156,191) (1,661,397) ----------- ----------- CHANGE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS 13,864,337 4,064,666 ----------- ----------- CHANGE IN NET ASSETS $18,828,843 $7,764,626 ----------- ----------- ----------- ----------- NET ASSETS, BEGINNING OF PERIOD $39,795,382 $32,030,756 ----------- ----------- ----------- ----------- NET ASSETS, END OF PERIOD $58,624,225 $39,795,382 ----------- ----------- ----------- ----------- UNDISTRIBUTED NET INVESTMENT INCOME $511,664 $387,297 ----------- ----------- ----------- ----------- 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, --------------------------------------------------------------------------------- 2006(2)<F8> 2005(2)<F8> 2004(2)<F8> 2003(2)<F8> 2002(2)<F8> ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, BEGINNING OF YEAR $9.93 $8.95 $7.99 $6.48 $8.43 ------ ----- ----- ----- ----- Net investment income 0.10 0.13 0.08 0.04 0.06 Net realized and unrealized gain (loss) on investments 0.98 0.95 0.93 1.49 (1.83) ------ ----- ----- ----- ----- TOTAL FROM INVESTMENT OPERATIONS 1.08 1.08 1.01 1.53 (1.77) ------ ----- ----- ----- ----- Distributions from net investment income (0.09) (0.10) (0.05) (0.02) -- Distributions from net realized gain -- -- -- -- (0.18) ------ ----- ----- ----- ----- TOTAL DISTRIBUTIONS (0.09) (0.10) (0.05) (0.02) (0.18) ------ ----- ----- ----- ----- NET ASSET VALUE, END OF YEAR $10.92 $9.93 $8.95 $7.99 $6.48 ------ ----- ----- ----- ----- ------ ----- ----- ----- ----- Total return(1)<F7> 10.94% 12.07% 12.70% 23.71% (21.65)% SUPPLEMENTAL DATA AND RATIOS - ---------------------------- Net assets, end of year $13,117,558 $8,451,198 $6,868,111 $4,683,756 $2,865,775 Ratio of expenses to average net assets: Before expense waivers and reimbursements 1.66% 1.89% 1.94% 2.44% 2.48% After expense waivers and reimbursements 0.78%(6)<F12> 0.64%(5)<F11> 0.95% 0.95% 1.23% Ratio of net investment income (loss) to average net assets: Before expense waivers and reimbursements 0.25% 0.20% (0.22)% (0.66)% (0.94)% After expense waivers and reimbursements 1.13% 1.45% 0.77% 0.83% 0.31% Portfolio turnover rate 87.63%(7)<F13> 5.31% 1.88% 9.46%(3)<F9> 31.23%(4)<F10> (1)<F7> Based on net asset value, which does not reflect the sales charge. (2)<F8> Information for the period ended October 1, 2001 through April 2, 2002 reflects the operations of The Catholic Disciplined Capital Appreciation Fund. Information for the period April 3, 2002 through September 30, 2006 reflects the operations of The Catholic Equity Fund. (Note 1) (3)<F9> Portfolio turnover rate excludes purchases and sales from merger of The Catholic Values Investment Trust and The Catholic Equity Fund. (4)<F10> Portfolio turnover reflects the operations of the Catholic Equity Fund for the period April 3, 2002 through September 30, 2002. (5)<F11> 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%. (6)<F12> On February 1, 2006, the adviser adjusted its expense reimbursements and fee waivers to the Fund, thereby increasing its expense ratio from 0.60% to 0.85% on an annual basis. (7)<F13> On February 1, 2006, the adviser changed the Fund's investment objective from an S&P 500 Index strategy to an enhanced index strategy, per Board approval. The accompanying Notes to Financial Statements are an integral part of these statements. FINANCIAL HIGHLIGHTS (CONTINUED) THE CATHOLIC EQUITY FUND - CLASS D For the Period Ended September 30, 2006(1)<F14> ------------- NET ASSET VALUE, BEGINNING OF PERIOD $10.00 ------ Net investment income 0.00 Net realized and unrealized gain on investments 0.29 ------ TOTAL FROM INVESTMENT OPERATIONS 0.29 ------ Distributions from net investment income -- ------ TOTAL DISTRIBUTIONS -- ------ NET ASSET VALUE, END OF PERIOD $10.29 ------ ------ Total return 2.90%(2)<F15> RATIOS TO AVERAGE NET ASSETS - ---------------------------- Net assets, end of period $11,241 Ratio of expenses to average net assets: Before expense waivers and reimbursements(3)<F16> 2.38% After expense waivers and reimbursements(3)<F16> 1.59% Ratio of net investment income (loss) to average net assets: Before expense waivers and reimbursements(3)<F16> (0.51)% After expense waivers and reimbursements(3)<F16> 0.28% Portfolio turnover rate 87.63%(4)<F17> (1)<F14> Reflects operations for the period from April 12, 2006 (commencement of operations), to September 30, 2006. (2)<F15> Not annualized. (3)<F16> Computed on an annual basis. (4)<F17> On February 1, 2006, the adviser changed the Fund's investment objective from an S&P 500 Index strategy to an enhanced index strategy, per Board approval. The accompanying Notes to Financial Statements are an integral part of these statements. FINANCIAL HIGHLIGHTS (CONTINUED) THE CATHOLIC EQUITY FUND - CLASS I For the For the Year Ended September 30, Period Ended -------------------------------------------------------- September 30, 2006 2005 2004 2003 2002(1)<F18> ---- ---- ---- ---- ------------ NET ASSET VALUE, BEGINNING OF PERIOD $9.95 $8.96 $8.00 $6.49 $9.02 ------ ----- ----- ----- ----- Net investment income 0.10 0.16 0.09 0.07 0.02 Net realized and unrealized gain (loss) on investments 1.00 0.95 0.94 1.49 (2.55) ------ ----- ----- ----- ----- TOTAL FROM INVESTMENT OPERATIONS 1.10 1.11 1.03 1.56 (2.53) ------ ----- ----- ----- ----- Distributions from net investment income (0.11) (0.12) (0.07) (0.05) -- TOTAL DISTRIBUTIONS (0.11) (0.12) (0.07) (0.05) -- ------ ----- ----- ----- ----- NET ASSET VALUE, END OF PERIOD $10.94 $9.95 $8.96 $8.00 $6.49 ------ ----- ----- ----- ----- ------ ----- ----- ----- ----- Total return 11.18% 12.41% 12.89% 24.19% (28.05)%(2)<F19> RATIOS TO AVERAGE NET ASSETS - ---------------------------- Net assets, end of period $45,495,426 $27,824,251 $21,818,191 $18,540,009 $9,831,101 Ratio of expenses to average net assets: Before expense waivers and reimbursements 1.41% 1.64% 1.69% 2.19% 2.55%(3)<F20> After expense waivers and reimbursements 0.53%(6)<F23> 0.39%(5)<F22> 0.70% 0.70% 0.70%(3)<F20> Ratio of net investment income (loss) to average net assets: Before expense waivers and reimbursements 0.50% 0.45% 0.03% (0.41)% (0.82)%(3)<F20> After expense waivers and reimbursements 1.38% 1.70% 1.02% 1.08% 1.03%(3)<F20> Portfolio turnover rate 87.63%(7)<F24> 5.31% 1.88% 9.46%(4)<F21> 31.23%(2)<F19> (1)<F18> Reflects operations for the period from April 3, 2002 (commencement of operations), to September 30, 2002. (2)<F19> Not annualized. (3)<F20> Computed on an annualized basis. (4)<F21> Portfolio turnover rate excludes purchases and sales from the merger of The Catholic Values Investment Trust and The Catholic Equity Fund. (5)<F22> 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%. (6)<F23> On February 1, 2006, the adviser adjusted its expense reimbursements and fee waivers to the Fund, thereby increasing its expense ratio from 0.35% to 0.60%. (7)<F24> On February 1, 2006, the adviser changed the Fund's investment objective from an S&P 500 Index strategy to an enhanced index strategy, per Board approval. The accompanying Notes to Financial Statements are an integral part of these statements. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2006 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. All outstanding shares of the Disciplined Capital Appreciation Fund were redesignated as Class A shares effective on March 25, 2002. On February 1, 2006, pursuant to a Plan of Reorganization and Liquidation approved by the Class C shareholders, Class C shares were liquidated and holders of Class C shares received, as liquidation proceeds, Class A shares having a net asset value equal to the net asset value of their Class C shares at the time of the liquidation. Effective on February 1, 2006, the Company designated a new class of Fund shares known as Class D shares. As a result of these transactions, the Fund currently has three classes of shares: Class A, Class D 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. Class A shares are subject to an initial maximum sales charge of 5.00% imposed at the time of purchase. The sales charge declines as the amount purchased increases in accordance with the Fund's prospectus. Class D shares became effective on February 1, 2006 and were first sold on April 12, 2006. Class D shares are subject to a contingent deferred sales charge ("CDSC") for redemptions made within 18 months 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 were first sold on April 3, 2002. Class I shares are subject to a CDSC for redemptions made within one year of purchase, in accordance with the Fund's prospectus. The CDSC is 0.35% of the lesser of the original purchase price or the value of shares being redeemed. 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. Debt securities (other than short-term obligations) are valued at prices furnished by a pricing service, subject to review by the Funds' 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. In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement on Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements." This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current generally accepted accounting principles from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. Management has recently begun to evaluate the application of the statement to the Fund, and is not in a position at this time to evaluate the significance of its impact, if any, on the Fund's financial statements. 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. On July 13, 2006, the Financial Accounting Standards Board (FASB) released FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Funds' tax returns to determine whether the tax positions are "more likely than not" of being sustained by the applicable tax authority. A tax position that meets the more likely than not threshold is measured to determine the amount of benefit or expense to recognize in the financial statements. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. At this time, management is evaluating the implications of FIN 48 and whether it will have any impact on the Funds' financial statements. 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, 2006 and 2005 were as follows: Equity Fund ------------------------------------------- For the For the Year Ended Year Ended September 30, 2006 September 30, 2005 ------------------ ------------------ Ordinary Income $560,595 $408,486 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 a result of these permanent differences, undistributed investment income decreased by $16,798 and undistributed net realized loss on investments sold and futures contracts decreased by $16,798. As of September 30, 2006, the Fund had net capital loss carryforwards of $871,838 that will expire in varying amounts through 2010 ($757,547 in 2008, $108,803 in 2009, $5,488 in 2010). 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, 2006, the components of capital on a tax basis were as follows: Cost of investments $51,718,799 ----------- ----------- Gross unrealized appreciation $ 8,800,848 Gross unrealized depreciation (1,942,980) ----------- Net unrealized appreciation/depreciation $ 6,857,868 ----------- ----------- Undistributed ordinary income $ 511,664 Undistributed long-term capital gain 427,380 ----------- Total distributable earnings $ 939,044 ----------- ----------- Other accumulated gain/losses $ (873,603) ----------- Total accumulated earnings/losses $ 6,923,309 ----------- ----------- The Fund designates 100% of dividends declared from net investment income during the fiscal year ended September 30, 2006 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, 2006, which is designated as qualifying for the dividends-received deduction, is 100% (unaudited). For foreign shareholders in the Fund, for the year ended September 30, 2006, 2.31% of the ordinary distributions paid by The Catholic Equity Fund qualify as interest related dividends under the Internal Revenue Code Section 871(k)(1)(c) (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 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 a voluntary reimbursement and fee waiver, 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% of the average daily net assets of Fund - Class A, Class C and Class I shares, respectively, through January 31, 2006. Pursuant to an expense cap agreement, the Adviser contractually committed 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 would not exceed 1.00%, 1.75% and 0.60% of the average daily net assets of Fund - Class A, Class D and Class I shares, respectively, from February 1, 2006 through the end of the Fund's current fiscal year end September 30, 2006. During that period, the Advisor voluntarily reimbursed expenses in an additional amount sufficient to cap the expense ratios of the three classes at an annualized rate of 0.85% for Class A shares, 1.60% for Class D shares and 0.60% for Class I shares. Until January 31, 2006, Mellon Equity Associates, LLP ("Mellon") served as sub- adviser to the Fund. 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 were as follows: 0.12% on the first $50 million; 0.06% of the Fund's average daily net assets in excess of $50 million. As of February 1, 2006, pursuant to shareholder approval, the Adviser entered into a sub-advisory agreement with Ziegler Capital Management, LLC ("ZCM"). 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 are as follows: 0.20% on the first $250 million of the Fund's average daily net assets; 0.18% of the Fund's average daily net assets above $250 million and up to $500 million; and 0.15% of the Fund's average daily net assets in excess of $500 million. For the year ended September 30, 2006, expenses of $473,108 were reimbursed by the Adviser. The Adviser may terminate or adjust the waiver and expense reimbursement at any time after September 30, 2006. The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Fund may pay annually up to 0.25% and 1.00% of its net assets associated with Class A and Class D shares, respectively, to finance certain activities relating to the distribution of its shares to investors. For the year ended September 30, 2006, 12b-1 distribution expenses of $28,385 and $47 were paid with respect to Class A and Class D shares, respectively. These expenses were remitted to the Adviser, who also serves as distributor for the shares of the Fund. The Adviser also received sales charges from the sale of Class A shares of $30,474 for the year ended September 30, 2006. There were no CDSC paid to the Adviser for the redemption of Class D or Class I shares during the year ended September 30, 2006. 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, 2006 September 30, 2005 -------------------------- -------------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $1,184,896 114,488 $1,545,817 162,985 Shares transferred from Class C reorganization and liquidation (Note 1) 3,535,673 347,657 -- -- Shares issued to holders in reinvestment of distributions 69,964 6,927 72,993 7,517 Shares redeemed (1,234,902) (118,592) (828,294) (86,835) ---------- -------- ---------- ------- NET INCREASE $3,555,631 350,480 $790,516 83,667 ---------- -------- ---------- ------- ---------- -------- ---------- ------- THE CATHOLIC EQUITY FUND - CLASS C SHARES For the Year Ended For the Year Ended September 30, 2006(1)<F25> September 30, 2005 -------------------------- -------------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $83,658 8,376 $245,364 21,908 Shares transferred from Class C reorganization and liquidation (Note 1) (3,535,673) (347,006) -- -- Shares issued to holders in reinvestment of distributions 12,605 1,246 15,991 1,649 Shares redeemed (178,142) (17,943) (447,457) (43,891) ----------- -------- --------- ------- NET DECREASE $(3,617,552) (355,327) $(186,102) (20,334) ----------- -------- --------- ------- ----------- -------- --------- ------- (1)<F25> Class C shares were liquidated as of January 24, 2006. THE CATHOLIC EQUITY FUND - CLASS D SHARES For the Year Ended September 30, 2006 -------------------------- Amount Shares ------ ------ Shares sold $11,000 1,092 Shares issued to holders in reinvestment of distributions -- -- Shares redeemed -- -- ------- ----- NET INCREASE $11,000 1,092 ------- ----- ------- ----- THE CATHOLIC EQUITY FUND - CLASS I SHARES For the Year Ended For the Year Ended September 30, 2006 September 30, 2005 -------------------------- -------------------------- Amount Shares Amount Shares ------ ------ ------ ------ Shares sold $15,344,836 1,498,620 $3,538,262 372,855 Shares issued to holders in reinvestment of distributions 313,569 31,047 307,636 31,682 Shares redeemed (1,743,147) (166,691) (385,646) (41,969) ----------- --------- ---------- ------- NET INCREASE $13,915,258 1,362,976 $3,460,252 362,568 ----------- --------- ---------- ------- ----------- --------- ---------- ------- 5. INVESTMENT TRANSACTIONS - -------------------------- The aggregate purchases and sales of securities, excluding short-term investments for the Fund, for the year ended September 30, 2006 were $60,767,843 and $46,064,214 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, 2006 were as follows: Equity Fund ------------------------------------ Number of Aggregate Face Contracts Value of Contracts --------- ------------------ Outstanding at beginning of year 8 $ 745,730 Contracts opened 29 2,108,225 Contracts closed (36) (2,788,450) --- ----------- Outstanding at end of year 1 $ 65,505 --- ----------- --- ----------- 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 Equity Fund (constituting The Catholic Funds, Inc., hereinafter referred to as the "Fund") at September 30, 2006, 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, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. /s/PricewaterhouseCoopers LLP Milwaukee, Wisconsin November 15, 2006 DIRECTORS AND OFFICERS (UNAUDITED) THE CATHOLIC FUNDS, INC. Number of Portfolios Other Position(s) Term of Office in 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 Thomas J. Munninghoff Director Indefinite, CPA-Munninghoff, Lange and Co. 1 None 1100 W. Wells St. until successor (Accounting Firm) since 1983. Milwaukee, WI 53233 elected. 08/27/1947 Since 1999 Conrad L. Sobczak Director Indefinite, Retired; President and CEO, 1 None 1100 W. Wells St. until successor Family Health Systems Milwaukee, WI 53233 elected. (1987 to 1998). 10/20/1938 Since 1999 Bernard E. Reidy Director Indefinite, Delegate, Administration and 1 None 1100 W. Wells St. until successor Finance, Archdiocese of New York Milwaukee, WI 53233 elected. Investment Consultant, Advisors 03/24/1942 One (2004 to 2005) Since 2005 Registered Representative, Jefferson Pilot Securities (2001 to 2004) 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. 10/05/1958 Since 2005 INTERESTED DIRECTORS: - --------------------- Daniel J. Steininger(1)<F26> Director, Indefinite, CEO-Catholic Knights 1 None 1100 W. Wells St. Chairman of until successor since 1981. Milwaukee, WI 53233 the Board, elected 05/01/1945 President Since 1999 Allan G. Lorge(1)<F26> Director, Indefinite, CFO-Catholic Knights 1 None 1100 W. Wells St. Vice President, until successor since 1986. Milwaukee, WI 53233 Secretary, Chief elected 12/09/1949 Financial Officer and Chief Since 1999 Compliance Officer OFFICERS: - --------- Mark Forbord Controller One year term, Senior Financial Analyst- n/a n/a 1100 W. Wells St. Subject to election Catholic Knights Milwaukee, WI 53233 by Board of Directors Since 1995. 01/21/1954 or until successor is elected. Since 1999 Jeffrey J. Bauman Treasurer One year term, Chief Investment Officer, n/a n/a 1100 W. Wells St. subject to election Catholic Knights since 2006. Milwaukee, WI 53233 by Board of 06/23/1973 Directors or until successor is elected. Since 2006 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)<F26> 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 - -------- Daniel Steininger, President Allan Lorge, Vice President, Secretary, Chief Financial Officer and Chief Compliance Officer Jeffrey Bauman, Treasurer Mark Forbord, Controller INVESTMENT ADVISER - ------------------ Catholic Financial Services Corporation 1100 West Wells Street Milwaukee, WI 53233 SUBADVISER - ---------- Ziegler Capital Management, LLC 250 East Wisconsin Avenue, Suite 2000 Milwaukee, WI 53202 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, 2006 is available, without charge, upon request, on or through the Fund's website, at www.catholicfunds.com, and on the SEC's --------------------- website, at www.sec.gov. ----------- The Fund files a complete schedule of portfolio holdings for the first and third quarters of each fiscal year 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. (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 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, ------------------------------- 2005 2006 ---- ---- Audit Fees(1)<F27> $21,400 $23,000 Audit-Related Fees(2)<F28> $ -0- $ -0- Tax Fees(3)<F29> $ 3,800 $ 4,100 All Other Fees(4)<F30> $ -0- $ -0- ------- ------- TOTAL $25,200 $27,100 ------- ------- ------- ------- (1)<F27> 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)<F28> 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)<F29> This category relates to professional services rendered by the principal accountant for tax compliance, tax advice and tax planning. For 2005 and 2006, 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)<F30> 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 2005 and 2006. 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 para- graph (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, 2006 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 4th day of December, 2006. THE CATHOLIC FUNDS, INC. By: /s/ Daniel Steininger ---------------------------- Daniel Steininger, 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 4th day of December, 2006. By: /s/ Daniel Steininger ---------------------------- Daniel Steininger, President (Principal Executive Officer) By: /s/ Allan G. Lorge ------------------------------- Allan G. Lorge, Vice President, Secretary and Chief Financial Officer (Principal Financial Officer)