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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:
PBHG Funds, Inc.
680 East Swedesford Road
Wayne, PA 19087
2. Name of each series or class of funds for which this notice is filed:
PBHG International Fund
PBHG Emerging Growth Fund
PBHG Cash Reserves Fund
PBHG Growth Fund
PBHG Large Cap Growth Fund
PBHG Select Equity Fund
PBHG Technology & Communications Fund
PBHG Core Growth Fund
PBHG Limited Fund
PBHG Large Cap 20 Fund
PBHG Strategic Small Company Fund
PBHG Large Cap Value Fund
3. Investment Company Act File Number: 811-4391
Securities Act File Number: 2-99810
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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: 0
8 Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $11,996,789,886
Shares 1,904,269,839
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Dollars $11,996,789,886
Shares 1,904,269,839
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 $72,022,943
Shares 11,754,011
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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): $11,996,789,886
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 72,022,943
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 7,034,607,449
(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): 5,034,205,380
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see x1/33rd
instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $1,525,516.78
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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: May 7, 1997
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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
Date May 7, 1997
May 7, 1997
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
PBHG Funds, 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 ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended March 31, 1997.
As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of the Fund's Articles
of Incorporation and By-Laws, as now in effect, and such 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
March 31, 1997, the Fund sold 1,916,023,850 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $ 12,068,812,829 and redeemed 1,447,953,955 Shares having
an aggregate redemption price of $7,034,607,449. Based upon the
foregoing, it is my opinion that:
1. Each Fund except the PBHG Cash Reserve, PBHG Emerging
Growth Fund, and the PBHG Growth Fund is authorized to issue
200 Million Shares, including those Shares now issued and outstanding.
PBHG Cash Reserve is authorized to issue 1.8 Billion Shares, including those
Shares now issued and outstanding. The PBHG Emerging Growth Fund
is authorized to issue 400 Million Shares and PBHG Growth Fund is
authorized to issue 600 Million Shares, including those Shares
now issued and outstanding. Under Maryland law, such Shares which
were issued and subsequently were redeemed by the Fund may be resold.
2. The 1,916,023,850 Shares sold during the Fund's
fiscal year ended March 31, 1997, 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
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May 7, 1997
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/ Barbara A. Nugent
Barbara A. Nugent, Esquire
