U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
The Aquinas Funds, Inc., 5310 Harvest Hill Road, Suite 248, Dallas,
Texas 75230
2. Name of each series or class of funds for which this notice is filed:
Series A Aquinas Fixed Income Series C Aquinas Equity Growth Fund
Fund
Series B Aquinas Equity Income Series D Aquinas Balanced Fund
Fund
3. Investment Company Act File Number: 811-8122
Securities Act File Number: 33-70978
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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 (see Instruction A.6):
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:
1,672,494 Shares - $20,087,840
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,672,494 shares - $20,087,840
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
863,323 shares - $10,456,778
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): $20,087,840
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +10,456,778
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -14,378,492
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule 24e-2
(if applicable): + 0
(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): 16,166,126
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 4,899
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. See Instruction
C.3.
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 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 7, 1997
<PAGE>
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 Title)* /s/ Frank A. Rauscher
---------------------------------
Frank A. Rauscher, Vice-President
Date February 17, 1997
*Please print the name and title of the signing officer below the
signature.
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
February 25, 1997
The Aquinas Funds, Inc.
5310 Harvest Hill Road, Suite 248
Dallas, TX 75230
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement on Form N-1A and amendments
thereto relating to the sale by you of an indefinite amount of The Aquinas
Funds, Inc. Common Stock, $.0001 par value (such Common Stock being
hereinafter referred to as the "Stock"), in the manner set forth in the
Registration Statement. In this connection, we have examined: (a) the
Registration Statement on Form N-1A and all amendments thereto; (b) the
Rule 24f-2 Notice relating to each of Aquinas Fixed Income Fund, Aquinas
Equity Income Fund, Aquinas Equity Growth Fund and Aquinas Balanced Fund
series of The Aquinas Funds, Inc. dated February 17, 1997; (c) corporate
proceedings relative to the authorization for issuance of shares of the
Stock; and (d) such other proceedings, documents and records as we deemed
necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that the shares of
Stock sold in the fiscal year ended December 31, 1996 in reliance upon
registration pursuant to Rule 24f-2 under the Investment Company Act of
1940 and in the manner set forth in the Registration Statement were
legally issued, fully paid and nonassessable. We have not examined the
stock register books of the Aquinas Fixed Income Fund, Aquinas Equity
Income Fund, Aquinas Equity Growth Fund and Aquinas Balanced Fund series
of The Aquinas Funds, Inc. In opining that the shares of Stock sold in
the fiscal year ended December 31, 1996 were fully paid, we have relied
upon a certificate of an officer of the transfer agent to The Aquinas
Funds, Inc. as to the consideration received for such shares.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice for The Aquinas Funds, Inc. for its
fiscal year ended December 31, 1996. In giving this consent, we do not
admit that we are experts within the meaning of Section 11 of the
Securities Act of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
