UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-6727
--------
Dominion Funds, Inc.
- --------------------
(Exact name of registrant as specified in charter)
1141 Custis Street, Alexandria, Virginia 22308
- -----------------------------------------------
(Address of principal executive offices)(Zip code)
Paul Dietrich, 1141 Custis Street, Alexandria, Virginia 22308
- -------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 416-2053
--------------
Date of fiscal year end: 06/30/03
--------
Date of reporting period: 07/01/02 --- 06/30/03
---------------------
Item 1. Reports to Stockholders.
[LETTERHEAD OF SHEPHERD FUNDS]
ANNUAL REPORT
JUNE 30, 2003
SHEPHERD LARGE CAP GROWTH FUND
(FORMERLY THE DOMINION INSIGHT GROWTH FUND)
A SERIES OF DOMINION FUNDS, INC.
- --------------------------------------------------------------------------------
Dear Fund Shareholders,
Enclosed is the Fund's Annual Report.
As I mentioned in the recent letter that was sent to you with your quarterly
statement, from January 1, 2003 to November 12, 2003 the SHEPHERD LARGE CAP
GROWTH FUND was up 23.81%.
Although I believe the economy and the stock market will do well over the next
few years, it always helps to remember history. In every bull market there are
always some major, as well minor, downward corrections along the way.
Investing in the stock market often requires the same skills as a football
coach. One can never forget that the stock market can go down, just as it can go
up. Successful investing requires both an OFFENSIVE and DEFENSIVE investment
strategy.
OFFENSIVE INVESTMENT STRATEGY: When the stock market is broadly going up, I will
be implementing our OFFENSIVE investment strategy to heavily overweight the
SHEPHERD FUND in stocks.
DEFENSIVE INVESTMENT STRATEGY: When the stock market starts to broadly go down
or if there is a major correction, I will aggressively implement our DEFENSIVE
investment strategy to temporarily overweight the SHEPHERD FUND in money market
investments to protect the fund's principal and to try to prevent any
substantial loss.
My strategy is always to prepare for the worst and hope for the best. No one can
make market risk go away, but I do try to mitigate it. At the moment, I am
trying to keep losses small, take profits when good stocks start to fall back
and let your healthy leaders run.
Given our policy of only investing in first-rate, ethical companies that meet
our conservative Values Based screening process, I am cautiously optimistic that
your SHEPHERD FUND will continue to outperform as the economy recovers and
starts to expand once again.
With that being said, I do believe this will be a very good year for your
investments.
Until then...
Patience!
/s/ Paul Dietrich
-----------------
Paul Dietrich
Chairman
P.S.: IF YOU HAVE ANY QUESTIONS REGARDING THE FUND, PLEASE DON'T HESITATE TO
CALL ME AT 800 416 2053.
[LETTERHEAD OF BRAD A. KINDER, CPA]
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and
Board of Directors of
Dominion Funds, Inc.
We have audited the accompanying statement of assets and liabilities of The
Shepherd Large Cap Growth Fund portfolio of Dominion Funds, Inc., including the
schedule of investments in securities, as of June 30, 2003, and the related
statement of operations for the year then ended, the statements of changes in
net assets and the financial highlights for each of the two years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits. The financial highlights for the three years ended June 30, 2001 were
audited by other auditors whose report dated August 10, 2001, expressed an
unqualified opinion on the financial highlights.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements and financial highlights. Our procedures
included confirmation of securities owned as of June 30, 2003, by correspondence
with the custodian and broker. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of The
Shepherd Large Cap Growth Fund portfolio of Dominion Funds, Inc. as of June 30,
2003, the results of its operations for the year then ended, the changes in its
net assets and the financial highlights for each of the two years in the period
then ended, in conformity with accounting principles generally accepted in the
United States of America.
/s/ Brad A. Kinder
------------------
BRAD A. KINDER, CPA
Flower Mound, Texas
September 10, 2003
THE SHEPHERD LARGE CAP GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2003
ASSETS
- ------
Investments in securities, at value
(identified cost $2,534,389) $ 2,902,909
Cash and cash equivalents 856,569
Receivables
Dividends and interest 1,415
Other 10,663
--------------
TOTAL ASSETS 3,771,556
--------------
LIABILITIES
- -----------
Payables
Fund shares redeemed 25,700
Investment advisory fee 3,867
Administration fee 3,141
--------------
TOTAL LIABILITIES 32,708
--------------
NET ASSETS $ 3,738,848
==============
Capital shares outstanding
1,128,620
Net asset value and offering price per share
Net asset value per share $ 3.31
==============
Offering price per share $ 3.48
==============
See notes to financial statements.
THE SHEPHERD LARGE CAP GROWTH FUND
SCHEDULE OF INVESTMENTS IN SECURITIES
JUNE 30, 2003
Shares Value
---------- ----------
COMMON STOCKS 77.6%
CONSUMER CYCLICAL 18.3%
Consumer Electronics 1.6%
Helen of Troy Limited (a) 4,000 $ 60,640
----------
Furnishing 2.9%
Lowes Companies Inc 2,500 107,375
----------
Restaurants 5.5%
California Pizza Kitchen, Inc. (a) 5,000 107,500
Ruby Tuesday Inc 4,000 98,920
----------
206,420
----------
Retail - Apparel 3.6%
Hot Topic, Inc. (a) 5,000 134,550
----------
Retail - Specialty 2.0%
Family Dollar Stores Inc. 2,000 76,300
----------
Consumer Services - 2.7%
Regis Corp. 3,500 101,675
----------
686,960
----------
FINANCIAL 24.7%
Banks 9.0%
Doral Financial Corp 3,000 133,950
MBNA Corporation 5,500 114,620
R & G Financial Corp 3,000 89,100
----------
337,670
----------
Financial Services 6.7%
Countrywide Financial Corporation 2,000 139,140
H&R Block Inc. 2,250 97,313
Waterside Capital Corporation (a) 5,300 41,151
----------
250,604
----------
Insurance: Property and Casual 2.7%
IPC Holdings, Limited 3,000 100,500
----------
Savings & Loan 6.3%
Indymac Bancorp Inc 4,750 120,745
Sovereign Bancorp Inc 7,250 113,462
----------
234,207
----------
922,981
----------
See notes to financial statements.
THE SHEPHERD LARGE CAP GROWTH FUND
SCHEDULE OF INVESTMENTS IN SECURITIES
JUNE 30, 2003
Shares Value
---------- ----------
COMMON STOCKS (CONTINUED)
HEALTH CARE 15.3%
Biotechnology 5.4%
Biomet, Inc. 4,250 $ 121,805
Polymedica Corporation 1,750 80,133
----------
201,938
----------
Health Care Providers 3.8%
Omnicare Inc 4,250 143,608
----------
Medical Supplies 6.1%
AdvancePCS (a) 2,250 86,017
Caremark RX Inc (a) 5,500 141,240
----------
227,257
----------
572,803
----------
INDUSTRIAL 2.2%
Industrial and Communication Services 2.2%
First Data Corporation (a) 2,000 82,880
----------
TECHNOLOGY 13.2%
Semiconductors 13.2%
Flextronics International Ltd. 11,000 114,290
International Rectifier Corporation (a) 6,000 160,920
Maxtor Corporation(a) 20,000 150,200
Zoran Corporation (a) 3,500 67,235
----------
492,645
----------
TELECOMMUNICATIONS 3.9%
Wireless Communications 3.9%
Nextel Communications, Inc. (a) 8,000 144,640
----------
144,640
----------
TOTAL INVESTMENTS IN SECURITIES
(cost $2,534,389) $2,902,909
==========
Note:
(a) Presently non-income producing.
(b) Percentages are of net assets.
See notes to financial statements.
THE SHEPHERD LARGE CAP GROWTH FUND
STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 2003
INVESTMENT LOSS
- ---------------
Investment income
Dividends $ 23,889
Interest 5,714
---------
Total investment income 29,603
---------
Expenses
Investment advisory fee 32,231
Administration fee 40,289
---------
Total expenses 72,520
---------
NET INVESTMENT LOSS (42,917)
---------
REALIZED LOSS AND UNREALIZED APPRECIATION ON INVESTMENTS
- --------------------------------------------------------
Net realized loss on investments in securities (879,557)
Net change in unrealized appreciation
of investments in securities 845,960
---------
NET LOSS ON INVESTMENTS (33,597)
---------
NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ (76,514)
=========
See notes to financial statements.
THE SHEPHERD LARGE CAP GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002
----------- -----------
CHANGE IN NET ASSETS FROM OPERATIONS
- ------------------------------------
Net investment loss $ (42,917) $ (94,462)
Net realized loss on investments in securities (879,557) (3,990,799)
Net change in unrealized appreciation on
investments in securities 845,960 1,582,897
----------- -----------
Net decrease in net assets
resulting from operations (76,514) (2,502,364)
DISTRIBUTION TO SHAREHOLDERS FROM
- ---------------------------------
Net realized gains on investments in securities -- --
CAPITAL SHARE TRANSACTIONS - NET 200,529 (876,421)
- -------------------------------- ----------- -----------
Total increase (decrease) in net assets 124,015 (3,378,785)
NET ASSETS
- ----------
Beginning of year 3,614,833 6,993,618
----------- -----------
End of year (including undistributed
investment loss of $2,382,559
and $2,339,642, respectively) $ 3,738,848 $ 3,614,833
=========== ===========
See notes to financial statements.
THE SHEPHERD LARGE CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------
Nature of Business:
-------------------
The Shepherd Large Cap Growth Fund (Fund) is a separate series of
shares of common stock of Dominion Funds, Inc. (Company). The Company
was incorporated in the state of Texas in June of 1992, and is
registered under the Investment Company Act of 1940 as a diversified,
open-end management investment company. The Fund is subject to various
investment restrictions as set forth in the Statement of Additional
Information. The investment objective of the Fund is capital
appreciation. The Company may designate one or more series of common
stock. The only series currently designated is the Fund. Each capital
share in the Fund represents an equal proportionate interest in the net
assets of the Fund with each other capital share in such series and no
interest in any other series.
Significant Accounting Policies:
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of the 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.
Valuation of Securities
-----------------------
Securities are valued at the close of each business day. Securities
traded on national securities exchanges or on the national market
systems are valued at the last quoted sales price on the day of
valuation. Securities for which representative market quotations are
not readily available are valued at fair value as determined in good
faith by the Board of Directors.
Security Transactions and Investment Income
-------------------------------------------
Security transactions are accounted for on the date the securities are
purchased or sold. Realized security gains and losses from security
transactions are reported on an identified cost basis. Dividend income
is recognized on the ex-dividend date, and interest income is
recognized on the accrual basis.
THE SHEPHERD LARGE CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------
(CONTINUED)
-----------
Cash
----
Cash is held in a credit interest account at First Southwest Company,
bearing interest at a variable rate. At June 30, 2003, the interest
rate was 0.50%.
Income Taxes
------------
The Fund's policy is to comply with the requirements of the Internal
Revenue Code that are applicable to regulated investment companies and
to distribute all of its net taxable income, including any net realized
gains on investments, to its shareholders. Therefore, no federal income
or excise tax provision is required.
Net investment income (loss), net realized gains (losses) and the cost
of investments in securities may differ for financial statement and
income tax purposes. The character of distributions from net investment
income or net realized gains may differ from their ultimate
characterization for income tax purposes. At June 30, 2003, there were
no material differences. Also, due to the timing of dividend
distributions, the fiscal year in which amounts are distributed may
differ from the year that the income or realized gains were recorded by
the Fund.
Distributions to Shareholders
-----------------------------
Dividends declared and paid from net investment income or net realized
gains are recorded on the ex-dividend date.
NOTE 2 - DISTRIBUTION TO SHAREHOLDERS
----------------------------
There were no distributions to shareholders for the year ended June 30,
2003.
At June 30, 2003, the Fund had undistributed net realized losses of
$5,960,148.
THE SHEPHERD LARGE CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - CAPITAL SHARE TRANSACTIONS
--------------------------
As of June 30, 2003, there were 1,000,000,000 shares of $.001 par value
capital stock authorized of which 200,000,000 shares are classified as
the Fund's series; the balance is unclassified. As of June 30, 2003,
capital paid-in aggregated $11,713,035.
Transactions in shares of capital stock for the years ended June 30,
2003 and June 30, 2002 are as follows:
Shares Amount
------------------------ ------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Shares sold 241,399 49,498 $ 716,852 $ 191,811
Shares issued in
reinvestment of
dividends -- -- -- --
----------- ----------- ----------- -----------
241,399 49,498 716,852 191,811
Shares redeemed 169,775 244,008 516,323 1,068,232
----------- ----------- ----------- -----------
Net increase (decrease) 71,624 (194,510) $ 200,529 $ (876,421)
=========== =========== =========== ===========
NOTE 4 - SECURITIES TRANSACTIONS
-----------------------
Cost of purchases and sales of securities (excluding short-term
obligations) aggregated $6,182,546 and $6,516,119 respectively, for the
year ended June 30, 2003. As of June 30, 2003, the aggregate unrealized
appreciation and depreciation of securities was as follows:
Unrealized appreciation $421,324
Unrealized depreciation (52,804)
--------
Net unrealized appreciation $368,520
========
THE SHEPHERD LARGE CAP GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - INVESTMENT ADVISORY FEES AND TRANSACTIONS WITH AFFILIATES
---------------------------------------------------------
The Fund has an Investment Advisory Agreement with Nye, Parnell &
Emerson Capital Management, Inc. (Advisor) to act as its investment
advisor. The Advisor also serves as investment advisor to certain
private accounts. The Advisor has no previous experience in advising a
mutual fund, other than to advise the Fund since November 1, 1999. The
Advisor provides the Fund with investment advice and recommendations,
and supervises the purchase and sale of securities on behalf of the
Fund, including the negotiation of commissions and the allocation of
principal business and portfolio brokerage. For such services, the
Advisor receives an annual investment advisory fee equal to 1.0% of the
Fund's average daily net assets, computed daily and paid on a monthly
basis.
The Fund has an Administration Agreement with Foundation Management,
Inc. (Administrator). Pursuant to the Administration Agreement, the
Administrator is responsible for the administration and overall
management of the Fund. The Administrator pays all operating costs of
the Fund, except the investment advisory fee and the administration
fee, interest, taxes, the cost of brokerage incurred in connection with
execution of securities transactions, litigation expenses and
indemnification paid to advisors of the Fund and officers and directors
of the Company. For such services, the Administrator receives an annual
administration fee equal to 1.25% of the Fund's average daily net
assets, computed daily and paid on a monthly basis.
The Fund has a Distribution Agreement with Cullum & Burks Securities,
Inc. (Distributor). Pursuant to the Distribution Agreement, the
Distributor performs services and bears the expenses relating to the
offering of Fund shares for sale to the public. The Fund did not have a
sales charge from April 1, 1999 to April 16, 2002, at which time the
sales charge was reinstated. As compensation for the services provided
and expenses borne by the Distributor, the Fund pays the Distributor
the sales charges. Sales charges for distributing fund shares were
$29,761 for the year ended June 30, 2003. During the year ended June
30, 2003, substantially all of the orders for the Fund's securities
transactions were placed through the Distributor. Commissions charged
by the Distributor for executing security transactions were $42,944 for
the year ended June 30, 2003.
Certain directors and officers of the Company are also directors,
officers and/or employees of the Advisor, Administrator and of the
Distributor.
THE SHEPHERD LARGE CAP GROWTH FUND
FINANCIAL HIGHLIGHTS
YEAR ENDED JUNE 30,
2003 2002 2001 2000 1999
----------- ----------- ----------- ----------- -----------
PER SHARE DATA (1):
Net asset value, beginning of year $ 3.42 $ 5.59 $ 25.47 $ 19.15 $ 17.56
----------- ----------- ----------- ----------- -----------
income (loss) from investment operations:
Net investment loss (.04) (.08) (.24) (.48) (.36)
Net realized and unrealized gain
(loss) on investments in sewrities (0.07) (2.09) (9.93) 12.62 4.20
----------- ----------- ----------- ----------- -----------
Total income (loss) from investment
operations (0.11) (2.17) (10.17) 12.14 3.84
----------- ----------- ----------- ----------- -----------
Less distributions:
Distributions from net realized gains -- -- (9.71) (5.82) (2.25)
----------- ----------- ----------- ----------- -----------
Net asset value, end of year $ 3.31 $ 3.42 $ 5.59 $ 25.47 $ 19.15
=========== =========== =========== =========== ===========
Total return -3.22% -38.82% -53.55% 69.101% 25.47%
=========== =========== =========== =========== ===========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in
thousands) $ 3,739 $ 3,615 $ 6,994 $ 17,903 $ 14,511
Ratio of expenses to average
net assets 2.25% 2.25% 2.25% 2.24% 2.25%
Ratio of net investment loss to
avenge net assets 1.33% 1.94% 2.03% 2.02% 2.14%
Portfolio turnover rate 235.79% 99.77% 19.96% 120.65% 185.62%
(1) Per share information has been calculated using the average number of shares
outstanding.
(2) Sales load is not reflected in total return.
See notes to financial statements.
[LOGO] SHEPHERD FUNDS
ADDITIONAL INFORMATION
INFORMATION ABOUT DIRECTORS
The business and affairs of the Fund are managed under the direction of the
Fund's Board of Directors. Information pertaining to the directors of the Fund
is set fourth below. The SAl includes additional information about the Fund's
directors and is available, without charge, upon request by calling
(800) 416 2053.
INTERESTED DIRECTORS
- --------------------
TERM OF OTHER
POSITION OFFICE AND DIRECTORSHIPS
NAME, HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) HELD BY
ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR
- ------------------------------------------------------------------------------------------------------------------------------------
Paul Dietrich Chairman, Indefinite President and Managing Director of Eton None
1630 Duke Street President, term; Director Court Asset Management, Ltd. ("Eton
Suite 200 Director since 2001; Court") (parent of Nye, Parnell & Emerson
Alexandria, VA 22314 Chairman Capital Management, Inc., the Fund's
Age: 54 since 2002; investment adviser) and President of
President Foundation Management, Inc., the Fund's
since 2003 administrator (1999 - present); Chairman of
Peress Investment Advisors, Ltd. (1999 to
present).
NON-INTERESTED DIRECTORS
- ------------------------
TERM OF OTHER
POSITION OFFICE AND DIRECTORSHIPS
NAME, HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) HELD BY
ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR
----------------------------------------------------------------------------------------------------------------------------------
Douglas W. Powell Director Indefinite Registered representative of New Investor None
13355 Noel Road term; Director World Incorporated (September, 2000 -
Suite 1300 since 1999 present), CEO Rushmore Investment
Dallas, TX 75240 Management Corp. (Jan 01 - June 02);
Age: 63 Chairman and Chief Executive Officer of
Northstar Financial Group (July, 1995
- 2001).
[LOGO] SHEPHERD FUNDS
ANNUAL REPORT
JUNE 30, 2003
Investment Advisor Transfer Agent Distributor
------------------ -------------- -----------
Nye, Parnell & Emerson Capital Fund Services, Inc. Cullum & Burks Securities, Inc.
Management, Inc, 1500 Forest Ave., Suite 111 13355 Noel Road, Suite 1300,
1630 Duke Street, Suite 200 Richmond, VA 23229 One Galleria Tower
Alexandria, VA 22314 (800) 628 4077 Dallas, TX 75240
(800) 416 2053 (972) 755 0270
Administrator Independent Auditors Legal Counsel
------------- -------------------- -------------
Foundation Management, Inc. Brad A. Kinder, CPA Frederick C. Summers, III, P.C.
1141 Custis Street 400 Parker Square Attorney at Law
Alexandria, VA 22308 Suite 250-K 8235 Douglas Ave, Suite 1111
(800) 416 2053 Flower Mound, TX 75028 Dallas, TX 75225
Officers Directors Custodian
-------- --------- ---------
Paul Dietrich Paul Dietrich First Southwest Company
Chairman, President 1700 Pacific, Suite 500
Douglas W. Powell Dallas, TX 75201
Item 2. Code of Ethics.
This item is not applicable because registrant's fiscal year as to which this
Form N-CSR relates does not end on or after July 15, 2003.
Item 3. Audit Committee Financial Expert.
This item is not applicable because registrant's fiscal year as to which this
Form N-CSR relates does not end on or after July 15, 2003.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years
for professional services 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, were as follows:
Year ended June 30,
2002 2003
$6,000 $6,000
(b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal
years for 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 were as follows:
Year ended June 30,
2002 2003
$-0- $-0-
The nature of the services comprising the fees disclosed under this category
were as follows:
- --------------------------------------------------------------------------------
(c) Tax Fees. The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice and tax planning were as follows:
Year ended June 30,
2002 2003
$2,000 $2,000
The nature of the services comprising the fees disclosed under this category
were as follows:
Preparation of Federal income tax return for registrant.
(d) All Other Fees. The aggregate fees billed in each of the last two fiscal
years for products and services provided by the principal accountant, other than
the services reported in the above categories were as follows:
Year ended June 30,
2002 2003
$-0- $-0-
The nature of the services comprising the fees disclosed under this category
were as follows:
- --------------------------------------------------------------------------------
(e)(1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
The registrant does not have an audit committee.
(2) Disclose the percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
The registrant does not have an audit committee.
(f) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.
- -Not applicable-
(g) Disclose the aggregate non-audit fees billed by the registrant's accountant
for services rendered to the registrant, and rendered to the registrant's
investment adviser, and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the registrant for
each of the last two fiscal years of the registrant.
Year ended June 30,
2002 2003
$2,000 $2,000
(h) Disclose whether the registrant's audit committee of the board of directors
has considered whether the provision of non-audit services that were rendered to
the registrant's investment adviser, and any entity controlling, controlled by,
or under common control with the investment adviser that provides ongoing
services to the registrant that were not pre-approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the
principal accountant's independence.
The registrant does not have an audit committee.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. [Reserved]
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
Not applicable.
Item 8. Purchases of Equity Securities by Closed-End Management Investment
Company and Affiliated Purchasers.
Not applicable.
Item 9. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 10. Controls and Procedures.
Based on their evaluation of registrant's disclosure controls and procedures (as
defined in rule 30a-2(c) under the Investment Company Act of 1940 as of
September 2, 2004, registrant's principal executive officer and principal
financial officer found registrant's disclosure controls and procedures to be
appropriately designed to ensure that information required to be disclosed by
registrant in the reports that it files under the Securities Exchange Act of
1934 (a) is accumulated and communicated to registrant's management, including
its principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure, and (b) is recorded, processed,
summarized and reported, within the time periods specified in the rules and
forms adopted by the U.S. Securities and Exchange Commission.
There have been no significant changes in registrant's internal controls or in
other factors that could significantly affect registrant's internal controls
subsequent to the date of the most recent evaluation as indicated, including no
significant deficiencies or material weaknesses that required corrective action.
Item 11. Exhibits.
(a) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are
attached hereto as EX-99.CERT.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are
attached hereto as EX-906CERT.
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.
Dominion Funds, Inc.
By: /S/ Paul Dietrich
-----------------
Paul Dietrich, President
Date: September 2, 2004
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 and on the
dates indicated.
By: /S/ Paul Dietrich
-----------------
Paul Dietrich,
Principal executive and
Principal financial officer
Date: September 2, 2004