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 THE FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer: The HomeState Group
1857 William Penn Way
Lancaster, PA 17601
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2. Name of each series or class of The HomeState Pennsylvania Growth
funds for which this notice is Fund
filed: The HomeState Select Opportunities
Fund
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3. Investment Company Act File Number: 811-6772
Securities Act File Number: 33-48940
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4. Last day of fiscal year for which
this notice is filed: June 30, 1997
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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 I---I
declaration: I I
I---I
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6. Date of termination of issuer's
declaration under rule 24f-2(a)(1),
if applicable (see Instruction
A.6): N/A
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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
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8. Number and amount of securities
registered during the fiscal year
other than pursuant to rule 24f-2: 0 shares
$ 0
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9. Number and aggregate sale price of
securities sold during the fiscal
year: 2,192,057 shares
$38,212,436
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10. Number and aggregate sale price of
securities sold during the fiscal
year in reliance upon registration
pursuant to rule 24f-2: 2,192,057 shares
$38,312,436
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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): 205,183 shares
$ 3,636,915
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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): $38,212,436
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if
applicable): + 3,636,915
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(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): - 7,608,150
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(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
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(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): 34,241,201
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(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
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $10,376.12
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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.
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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 I---I
Procedures (17 CFR 202.3a). I X I
I---I
Date of mailing or wire transfer
of filing fees to Commission's
lockbox depository: 8/28/97
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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/ Scott L. Rehr
-----------------------------
Scott L. Rehr, President
Date: August 28, 1997
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* Please print the name and title of the signing officer below the
signature.
Duane, Morris & Heckscher
Attorneys at Law
305 N. Front Street
P.O. Box 1003
Harrisburg, PA 17108-1003
(717) 237-5500
August 28, 1997
The HomeState Group
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, 1997 of an agregate 2,192,057 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
