HOMESTATE GROUP
24F-2NT, 1996-01-02
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U.S. Securities and Exchange Commission
Washington, DC 20549
Attention: 1933 Act Filing

Rule 24f-2 Notice for The HomeState Group Pennsylvania Growth Fund, Registration
Statement No. 33-48940

Gentlemen:

On  October 1, 1992, Pre-Effective Amendment No. 3 to the Registration Statement
of  the  HomeState  Group  -  HomeState Pennsylvania Growth  Fund  was  declared
effective by the SEC. The Amendment represented the Fund's election to  register
an  indefinite  number of shares for the fiscal year ended June  30,  1993,  and
thereafter,  and this Notice, filed pursuant to Rule 24f-2, is  for  the  fiscal
year ended June 30, 1995.

The following information is furnished:

(a) Shares registered under the Securities Act
of 1933 other than pursuant to Section 24(f)
which remained unsold on June 30, 1994:                     -0-

(b) Shares registered during fiscal year other
than pursuant to Section 24(f):                             -0-

Total of (a) and (b):                                       -0-

                                                  Shares    Dollar Amount
(c) Total number and amount of shares
sold during fiscal year:                          670,899   $9,021,148

(d) Total number and amount of shares
sold during fiscal year in reliance upon
Section 24(f):                                    670,899   $9,021,148

          CALCULATION OF FEE:

Aggregate  sales  price of shares sold, multiplied by filing fee  under  Section
6(b) of the Securities Act of 1933:

$9,021,148  (aggregate sales price of shares sold) x 0.00034483 (filing  fee)  =
$3,110.76.

An opinion of counsel is enclosed.

Very truly yours,

/s/ Scott L. Rehr

Scott L. Rehr
President
The HomeState Group





Duane, Morris & Heckscher
Attorneys at Law
305 N. Front Street
P.O. Box 1003
Harrisburg, PA 17108-1003
(717) 237-5500

December 27, 1995

The HomeState Group
Pennsylvania Growth Fund
1857 William Penn Way
Suite 203
Lancaster, PA 17601

Dear Sirs:

We  are  general counsel to your trust (the "Trust"). This letter is in response
to  your request for our opinion in connection with the filing by you of a "Rule
24f-2  Notice"  pursuant to Rule 24f-2 promulgated under the Investment  Company
Act  of  1940, as amended (the "1940 Act"). In such notice you will  report  the
sale during the fiscal year ended June 30, 1995 of an agregate 670,899 shares of
your common stock (the "Shares").

We  have  acted as counsel to the Trust since its organization and in connection
with  the  filing  by  the  Trust of a registration  statement,  and  amendments
thereto,  with  the United States Securities and Exchange Commission  under  the
Securities  Act  of 1933, as amended, and the 1940 Act. In so  acting,  we  have
examined  a copy of the Trust Indenture of the Trust, a draft of the Rule  24f-2
Notice, the orginal or reproduced or certified copies of all such records of the
Trust, agreements, certificates of officers and representatives of the Trust and
others, and such other documents, papers, statutes and authorities as we  deemed
necessary  to form a basis for the opinion hereinafter expressed. As to  matters
of  fact  relevant  to such opinion, we have relied upon the  draft  Rule  24f-2
Notice  and statements and certificates of officers and representatives  of  the
Trust  and others for the truth, accuracy and completeness of the matters stated
therein  without conducting any independent investigation. In addition, we  have
assumed and relied upon the accuracy, completeness, authenticity and genuineness
of  all  documents and certificates examined and all signatures thereon and  the
conformity to the original documents of the copies of documents supplied  to  us
as originals or reproduced copies.

Based  upon and subject to the foregoing, we are of the opinion that the  Shares
referred  to in the draft Rule 24f-2 Notice were validly issued, fully paid  and
non-assessable.

We  consent to the filing of this opinion with the Rule 24f-2 Notice referred to
above. In giving such permission, we do not admit hereby that we come within the
category  of persons whose consent is required under Section 7 of the Securities
Act  of  1933  or  the  rules  and regulations of the  Securities  and  Exchange
Commission thereunder.

Very truly yours,

/s/ Duane, Morris & Heckscher

Duane, Morris & Heckscher



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