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U.S. SECURITIES AND 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:
Dominion 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: 6/30/97
5. Check box if this notice is being filed more than 180 days after the close of
the 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: not 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 securities 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:
376,369 shares
$6,333,645
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
376,369 shares
$6,333,645
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
152,678 shares
$2,508,498
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):
$6,333,645
(ii) Aggregate price of shares issued in connection with dividend reinvestment
plans (from Item 11, if applicable):
+$2,508,498
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year
(if applicable):
-$8,797,200
(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)] (if applicable):
$44,943
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation:
x1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$13.62
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in
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section 3a of the Commission's Rules of Informal and Other Procedures (17 CFR
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.
DOMINION FUNDS, INC.
By: /s/ Douglas W. Powell
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Douglas W. Powell,
Chairman of the Board
Date: August 28, 1997
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FREDERICK C. SUMMERS, III
A PROFESSIONAL CORPORATION
ATTORNEY AT LAW
1400 St. Paul Place
750 North St. Paul Street
Dallas, Texas 75201
Telephone (214) 981-3816
Facsimile (214) 981-3839
August 29, 1997
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, 1997, 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.
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
