PEPPER HAMILTON LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
March 1, 2005
VIA EDGAR
Christian T. Sandoe, Esquire
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: The HomeState Group (1940 Act File No. 811-6722)
Dear Mr. Sandoe:
This letter addresses your oral comments received on Tuesday, March 1,
2005, regarding the preliminary proxy statement (the "Proxy Statement") of The
HomeState Group (the "Trust"), which was filed on Schedule 14A with the
Commission on February 18, 2005. We appreciate the opportunity to address your
comments regarding certain disclosure contained in the Trust's Proxy with
respect to its series -- The Emerald Growth Fund (the "Growth Fund"), The
Emerald Select Banking and Finance Fund (the "Banking and Finance Fund") and The
Emerald Select Technology Fund (the "Technology Fund," which together with the
Growth Fund and Banking and Finance Fund are hereinafter referred to as the
"Funds").
We have organized the comments you presented and our response to such
comments based upon the headings in the Proxy Statement, which are as follows:
Preamble to Proxy Statement
You noted a typographical error in the second paragraph, which stated the
Trust's address incorrectly by naming the suite number twice.
The duplicate suite number has been removed from the Proxy Statement.
Evaluation by the Board
You requested that the discussion in the Proxy Statement regarding
compliance with Section 15(f) of the Investment Company Act of 1940 include
additional disclosure regarding advisory fees.
Additional disclosure that the aggregate advisory and sub-advisory fees
paid by the Funds would not increase as a percentage of average daily net assets
for a period of two years
after the Transaction (as such term is defined in the Proxy Statement) has been
added to the Proxy Statement.
Proposal 4
You commented that the Amended and Restated Agreement and Declaration of
Trust of the Delaware Trust, for which approval of shareholders of the Trust (as
predecessor) is being sought under Proposal 4, contains two proposed amendments,
and that absent any belief that such amendments would be impractical to
separate, they should be separated consistent with the Staff's position in that
certain Generic Comment Letter, SEC No-Action Letter, LEXIS 772 (Feb. 3, 1995)
(the "No-Action Letter").
The proposed amendment to provide for dollar-based voting in the Amended
and Restated Agreement and Declaration of Trust has been removed and will not be
presented for approval by shareholders at this time. Accordingly, the Proxy
Statement has been revised to remove all discussion regarding dollar-based
voting, which we believe should eliminate any concerns regarding bundling the of
proposals as expressed in the No-Action Letter.
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I trust that these responses address your comments. This letter
incorporates by reference the "Tandy Letter" signed by an officer of the Trust
attached hereto as Exhibit A.
If you have any further questions, please do not hesitate to contact me at
(215) 981-4893 or my associate Adam L. Lantz at (215) 981-4602.
Very truly yours,
/s/ Gregory J. Nowak
---------------------------
Gregory J. Nowak, Esquire
cc: Mr. Daniel W. Moyer IV
Mr. Kenneth G. Mertz II
Adam L. Lantz, Esq.
EXHIBIT A
The HomeState Group
1703 Oregon Pike
Lancaster, Pennsylvania 17605-0666
March 1, 2005
Filing Desk
U.S. Securities and Exchange Commission 450 Fifth Street, N.W.
Washington, DC 20549
Re: The HomeState Group (1940 Act File No. 811-722)
Dear Sir or Madam:
In connection with the filing of its definitive proxy statement (the
"Proxy"), as instructed, The HomeState Group (the "Trust") is providing the
following:
The Trust acknowledges that (i) it is responsible for the adequacy and
accuracy of the disclosure in the Proxy, (ii) Commission staff comments or
changes to disclosure in response to staff comments in the Proxy reviewed by the
staff do not foreclose the Commission from taking any action with respect to the
Proxy, and (iii) the Trust may not assert staff comments with respect to the
Proxy as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
Please direct any questions concerning this letter to Gregory
J. Nowak, Esquire, of Pepper Hamilton LLP, counsel to the Trust at 215.981.4893.
Very truly yours,
/s/ Kenneth G. Mertz, II
Kenneth G. Mertz, II
Vice President, The HomeState Group
cc: Christian T. Sandoe, Esq., Securities and Exchange Commission
Gregory J. Nowak, Esq.