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U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1 Name and address of issuer:
Dominion Funds, Inc.
2 Name of each series or class of funds for which this notice is filed:
Dominian Insight Growth Fund Series
3 Investment Company Act File Number: 811-6727
Securities Act File Number: 33-49808
4 Last day of fiscal year for which this notice is filed: 6/30/96
5 Check box if this notice is being filed more than 180 days after the
close of issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration [ ]
6 Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable:
7 Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
none
8 Number and amount of scurities registered during the fiscal year other
than pursuant to rule 24f-2:
none
9 Number and aggregate sale price of securities sold during the fiscal year:
912,218 shares
$16,297,454
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10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
912,218 shares $16,297,454
11 Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
61,981 shares $ 987,344
12 Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10) $ 16,297,454
--------------
(ii) Aggregate price of shares issued in connection
with dividends reinvestment plans (from item 11, if
applicable): + 987,344
--------------
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable: - 1,715,399
--------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to
filing fees pursuant to rule 24e-2 (if applicable): +
--------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 (line
(i), plus line (ii), less line (iii), plus line (iv) 15,569,399
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or x 1/29 of 1%
regulation --------------
(vii)Fee due line (i) or line (v) multipled by line (vi): $ 5368.76
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13 Check box if fees are being remitted to the
Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal
and Other Procedures (17 CRF 202.3a). [ ]
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository:
- -------------------------------------------------------------------------------
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated:
By (Signature and Tile)
--------------------------------------------
Date
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[FREDERICK C. SUMMERS, III LETTERHEAD]
August 29, 1996
Dominion Funds, Inc.
5000 Quorum Drive, Suite 620
Dallas, Texas 75240
Gentlemen:
We have acted as counsel for Dominion Funds, Inc., a Texas corporation
(the "Fund"), in connection with the Fund's offering of shares of its common
stock, Dominion Insight Growth Fund series (the "Shares), pursuant to a
Registration Statement on Form N-1A (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company
Act of 1940, as amended (the "1940 Act"). The Registration Statement was
declared effective by the Securities and Exchange Commission (the "Commission")
on October 27, 1992.
Pursuant to Rule 24f-2 of the Commission under the 1940 Act, a Rule
24f-2 Notice, on Form 24F-2 (the "Notice"), has been prepared by the Fund for
filing with the Commission for the Fund's fiscal year ended June 30, 1996, and
accompanies this letter.
We have reviewed the Articles of Incorporation of the Fund and its
Bylaws, resolutions of the directors of the Fund reflecting certain proceedings
of the Fund and the Registration Statement (including exhibits thereto). We
have also made such inquiries and have examined originals, certified copies or
copies otherwise identified to our satisfaction of such documents, records and
other instruments as we have deemed necessary or appropriate for the purposes
of this opinion.
We have assumed, for the purposes of this opinion, that all Shares
which have been issued by the Fund since its inception, and particularly those
Shares the registration under the 1933 Act of which the Notice makes definite
in number, have been issued and paid for in accordance with the terms and
provisions of the Prospectus and the Statement of Additional Information which
are included in the Registration Statement.
This opinion is limited to matters of law that govern the issuance of
the Shares. We are members of the Bar of the State of Texas and do not hold
ourselves out as experts as to law of any other state or jurisdiction.
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August 29, 1996
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Based upon and subject to the foregoing, we are of the opinion that the
Shares, the registration under the 1933 Act of which the Notice makes definite
in number, were legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Frederick C. Summers, III
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Frederick C. Summers, III
FCS/sbt
