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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Corefunds, Inc.
680 East Swedesford Road
Wayne, PA 19087
2. Name of each series or class of funds for which this notice is filed:
Cash Reserve
Treasury Reserve
Tax-Free Reserve
Fiduciary Reserve
Fiduciary Treasury
Fiduciary Tax Free
Short Intermediate
Short-Term Income
Bond
Government Income
Intermediate Municipal
Pa Municipal
NJ Municipal
Balanced
Equity
Growth Equity
Equity Index
Special Equity
International Growth
Global Bond
3. Investment Company Act File Number: 811-4107
Securities Act File Number: 2-93214
4. Last day of fiscal year for which this notice is filed:
June 30, 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):
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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: 0
8 Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $6,344,179,663
Shares 5,500,219,817
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Dollars $6,235,126,449
Shares 5,482,851,495
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):
Dollars $109,053,214
Shares 17,368,322
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<CAPTION>
12 Calculation of registration fee:
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(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $6,235,126,449
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 109,053,214
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 6,251,221,736
(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): 92,957,927
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see x1/29th
instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $32,054.45
</TABLE>
See attached explanation of item 12 which consists of one additional page.
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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 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: August 28, 1996
SIGNATURES
This report has been signed below by the following person on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Stephen G. Meyer
Stephen G. Meyer, Controller
Date August 28, 1996
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Explanation of Item 12
(I) The amount shown includes $1,227,228,662 representing the aggregate
sale price of securities issued in the acquisition on April 15, 1996 of the
assets and liabilities of eight portfolios of Conestoga Family of Funds
by eight existing portfolios of Corefunds, Inc.
(iii) The amount shown includes $1,227,228,662 representing the aggregate
price of securities redeemed by Conestoga Family of Funds in connection
with the redemption on April 15, 1996 of eight portfolios of the Conestoga
Family of Funds,. This amount has been assumed by Corefunds, Inc. as the
successor to three continuing portfolios of Conestoga Family of Funds.
Effective April 22, 1996 these portfolios transferred their assets and
liabilities to newly organized portfolios of Corefunds, Inc.
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August 28,1996
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
Corefunds, Inc. (the "Fund") was organized
under the laws of the State of Maryland with its principal place of
business in Wayne, Pennsylvania. The Fund is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended June 30, 1996.
As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Articles of
Incorporation, and By-Laws, as now in effect, the minutes
of meetings of its Directors and other documents relating to the Fund's
organization and operation, as I have deemed necessary in rendering
this opinion. I have been advised that during its fiscal year ended
June 30,1996, the Fund sold 5,500,219,817 shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $ 6,344,179,663 and redeemed 5,437,527,229 shares having
an aggregate redemption price of $6,251,221,736. Based upon the
foregoing, it is my opinion that:
1. Effective 12/7/95 the Directors directed the Officers to
increase the outstanding aggregate number of shares of common stock
that the Corporation to issue from 20 Billion to 30 Billion.
2. The 5,500,219,817 Shares sold during the Fund's
fiscal year ended June 30, 1996, the registration of which will be
made definite by the filing of a Rule 24f-2 Notice, were legally issued,
fully paid and non-assessable. I express no legal opinion with respect
to compliance with the Securities Act of 1933, the Investment Company
Act of 1940 or applicable state securities laws in connection with the
sale of such Shares.
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Securities and Exchange Commission
Page Two
August 28, 1996
I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
the Trust is about to file with the Securities and Exchange Commission.
Very truly yours,
/s/ Kathryn L. Stanton
Kathryn L. Stanton, Esquire
