SecProbe.io

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          LAW OFFICES
 Ballard Spahr Andrews & Ingersoll, LLP                            BALTIMORE, MD
    1225 17TH STREET, SUITE 2300                                PHILADELPHIA, PA
     DENVER, COLORADO 80202-5596                              SALT LAKE CITY, UT
            303-292-2400                                            VOORHEES, NJ
         FAX: 303-296-3956                                        WASHINGTON, DC
         www.ballardspahr.com                                     WILMINGTON, DE

THOMAS H. DUNCAN
DIRECT DIAL: (303) 299-7321
PERSONAL FAX: (303) 382-4621
E-MAIL: DUNCAN@BALLARDSPAHR.COM

                                                              March 31, 2005

Via EDGAR

Kevin C. Rupert
Office of Disclosure and Review
Division of Investment Management
Securities and Exchange Commission
450 5th Street , N.W.
Washington, D.C. 20549-0505
                  Re:      PBHG Funds
                           Registration Statement on Form N-14
                           Securities Act Registration No. 333-122552

Gentlemen:

                  This letter responds to your comments on PBHG Funds'
Registration Statement on Form N-14 filed on February 4, 2005. Your comments
have been summarized in italics below, and PBHG Funds' responses follow in
regular text.

                  1. Provide a NAST (North American Securities Trust) letter on
the issue of the accounting survivor, discussing each merger. The related
disclosure is confusing. When a small fund survives the large fund you need to
fully and clearly explain why the accounting survivor is the smaller fund.

                  At a meeting on December 8, 2004, PBHG Funds' Board of
Trustees (the "Board") approved the following proposed reorganizations:

         o PBHG Select Growth Fund ("Select Growth") into PBHG Large Cap Growth
           Concentrated Fund ("Large Cap Growth Concentrated");

         o PBHG Emerging Growth Fund ("Emerging Growth") into PBHG Strategic
           Small Company Fund ("Strategic Small Company"); and

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         o PBHG Large Cap Fund ("Large Cap Fund") into PBHG Focused Fund
           ("Focused Fund") (collectively, the "Reorganizations").

                  At the December 8, 2004 meeting, Liberty Ridge Capital, Inc.
("Liberty Ridge") provided the Board with an analysis of the proposed accounting
survivor for each of the Reorganizations under the factors enumerated in the
North American Security Trust No-Action Letter (August 5, 1994) (the "NAST
No-Action Letter"). In the NAST No-Action Letter, the Staff of the SEC indicated
that in determining whether a surviving fund can use the historical performance
of a predecessor fund involved in a reorganization, it is necessary to compare
the attributes of the surviving fund and the predecessor funds to determine
which predecessor fund, if any, the surviving fund most closely resembles.

                  Generally, the following factors should be taken into
consideration in determining whether the historical performance of a predecessor
fund may be used by a surviving fund:

         o the portfolio management of the surviving fund;

         o the investment objectives and policies of the surviving fund;

         o the expense structure and expense ratios applicable to the surviving
         fund;

         o the relative asset sizes of the funds; and

         o the portfolio composition of the surviving fund.

                  In its 1995 generic comment letter, the staff of the SEC
stated that the survivor of a business combination for accounting purposes
(i.e., the fund whose financial statements are carried forward) typically will
be the fund whose historical performance may be used by the surviving fund. PBHG
Funds' independent accountants have reviewed Liberty Ridge Capital's analysis as
described below and do not disagree with to the proposed surviving funds.

                  Set forth below is a summary of the information Liberty Ridge
Capital and the Board considered in making their determination that the proposed
surviving funds were appropriately deemed to be the performance history
survivors in the Reorganizations.

A.       Proposed Reorganization of Select Growth into Large Cap Growth
         Concentrated

         Portfolio Management

                  The individual responsible for portfolio management of both
funds is Michael S. Sutton. Mr. Sutton will continue to be the individual
responsible for day-to-day management of Large Cap Growth Concentrated after the
reorganization.

<PAGE>

         Investment Objectives And Policies

                  The investment objectives of the funds are the same. Both
funds seek to provide investors with long-term growth of capital.

                  Large Cap Growth Concentrated, a non-diversified fund, seeks
to meet its investment objective by investing at least 80% of its assets in
growth securities, such as common stocks, of no more than 30 large
capitalization companies. These companies generally have market capitalizations
similar to the market capitalizations of the companies in the Russell 1000(R)
Growth Index at the time of the fund's investment. As of June 30, 2004, the
Russell 1000(R) Growth Index had market capitalizations between $7 million and
$337.7 billion. The growth securities in the fund are primarily common stocks
that Liberty Ridge Capital believes have strong business momentum, earnings
growth and capital appreciation potential. Liberty Ridge Capital expects to
focus on those growth securities whose market capitalizations are over $5
billion at the time of purchase.

                  Select Growth, a diversified fund, seeks to meet its
investment objective by investing at least 80% of its assets in growth
securities, such as common stocks, of no more than 30 small, medium or large
capitalization companies. The growth securities in the fund are primarily common
stocks that Liberty Ridge Capital believes have strong business momentum,
earnings growth and capital appreciation potential.

                  After the Reorganization the combined fund will be managed as
a non-diversified fund just as Large Cap Growth Concentrated is currently
managed. In addition, the investment policies and strategies Large Cap Growth
Concentrated used before the reorganization will be used to manage the combined
fund.

         Expense Structure and Expense Ratios

                  Both funds' investment advisory fee equals 0.85% of average
daily net assets. However, Large Cap Growth Concentrated's total annual
operating expenses are lower than Select Growth by 0.12%. After the combination
of the two funds, Large Cap Growth Concentrated's total annual operating
expenses are expected to be lower than Select Growth's total annual operating
expenses by approximately 0.10%. The combination of the two funds is expected to
result in an increase in Large Cap Growth Concentrated's expenses of 0.02% due
to increased transfer agency fees. As a result, after consummation of the
reorganization, Liberty Ridge Capital will contractually waive fees or reimburse
expenses on the combined fund until March 31, 2006 so that the combined fund's
expenses will not exceed 1.44%, 1.69% and 2.44% for PBHG Class, Class A and
Class C shares, respectively. This fee waiver will result in expenses for the
combined fund that are lower than the current expenses of both Large Cap Growth
Concentrated and Select Growth.

<PAGE>

         Asset Size

                  As of October 27, 2004, the funds were comparable in size. On
that date, Large Cap Growth Concentrated had net assets of approximately $192
million while Select Growth had net assets of approximately $197 million.

         Portfolio Composition

                  Large Cap Growth Concentrated and Select Growth generally
invest in similar type securities, except that Select Growth invests in small,
medium and large capitalization companies, whereas Large Cap Growth Concentrated
invests at least 80% of its assets in large capitalization companies. As of
October 27, 2004, there was significant overlap between the fund's holdings. The
funds held 8 securities in common, the value of which as of that date was 35.41%
of the combined funds' net assets. Moreover, as of October 27, 2004,
approximately 68% of Select Growth's assets were invested in large
capitalization companies similar to those on which Large Cap Growth Concentrated
intends to focus its investments - those with market capitalizations greater
than $5 billion. On a pro forma basis as of October 27, 2004, 85.3% of the
combined assets of the funds would be invested in large capitalization
companies. As a result, other than the increase in the number of securities in
which the fund invests1, Large Cap Growth Concentrated's portfolio composition
will not materially change as a result of the reorganization.

         Conclusion

                  Based on the information above, Liberty Ridge Capital and the
Board concluded that the resulting fund will more closely resemble Large Cap
Growth Concentrated with respect to continuity of management, expense structure,
the investment policies and strategies to be used after the reorganization and
the consistency in portfolio composition. The portfolio manager of Large Cap
Growth Concentrated will continue to manage the combined fund. Moreover, the
combined fund will invest at least 80% of its assets in large capitalization
companies similar to Large Cap Growth Concentrated. Finally, the combined fund
will be managed as a non-diversified fund. Accordingly, Liberty Ridge Capital
believes that the performance record of Large Cap Growth Concentrated better
reflects the management style the combined fund will use and that Large Cap
Growth Concentrated is therefore the proper performance history and accounting
survivor in the reorganization.

--------
1        At the December 8, 2004 meeting, the Board approved a name change for
         the fund and a change in its investment strategies so that Large Cap
         Growth Concentrated Fund now invests in 30 large capitalization
         securities, rather than 20. This change was made in anticipation of the
         proposed reorganization.

<PAGE>

B.       Proposed Reorganization of Emerging Growth into Strategic Small Company

         Portfolio Management

                  Prior to December 9, 2004, the individuals who advised both
Emerging Growth and Strategic Small Company were James M. Smith and Jerome J.
Heppelmann. Effective December 9, 2004, Mr. Smith became responsible for
managing the growth portion of Strategic Small Company, and James B. Bell, III,
became responsible for managing the blend portion of Strategic Small Company.
Strategic Small Company is managed in a different manner than Emerging Growth
Fund. Strategic Small Company's assets are divided into two pools and each
portfolio manager effectively makes investment decisions independently of the
other. Messrs. Smith and Bell will continue to be responsible for day-to-day
management of Strategic Small Company after the reorganization.

         Investment Objectives and Policies

                  The investment objectives of the two funds are similar.
Strategic Small Company seeks to provide investors with growth of capital and
Emerging Growth seeks to provide investors with long-term growth of capital.

                  Strategic Small Company seeks to meet its investment objective
by investing at least 80% of its assets in equity securities, such as common
stocks, of small size companies. These companies generally have market
capitalizations similar to the market capitalizations of the companies in the
Russell 2000(R) Index. As of June 30, 2004, the Russell 2000(R) Index had market
capitalizations between $66 million and $1.9 billion. The equity securities in
the fund are primarily common stocks that Liberty Ridge Capital believes have
strong business momentum, earnings growth and capital appreciation potential or
have sustainable long-term growth prospects but are currently trading at modest
relative valuations given certain financial measurements.

                  Emerging Growth seeks to meet its investment objective by
investing at least 80% of its assets in growth securities, such as common
stocks, of small size companies. These companies generally have market
capitalizations similar to the market capitalizations of the companies in the
Russell 2000(R) Growth Index at the time of the fund's investment. As of June
30, 2004, the Russell 2000(R) Growth Index had market capitalizations between
$77 million and $1.9 billion. The growth securities in the fund are primarily
common stocks that Liberty Ridge Capital believes have strong historical
earnings growth and expected earnings higher than the U.S. market as a whole, as
measured by the S&P 500 index.

         Expense Structure and Expense Ratios

                  Prior to December 9, 2004, Strategic Small Company's
management fee was 0.15% higher than Emerging Growth. Additionally, Strategic
Small Company's total annual operating expenses before waivers were
approximately 0.20% higher than for Emerging Growth. After giving effect to fee

<PAGE>

waivers, Strategic Small Company's expenses were approximately 0.01% higher than
Emerging Growth. Under the terms of Liberty Ridge Capital's market timing
settlement with the New York Attorney General ("NYAG") the management fee
applicable to the assets of Emerging Growth Fund may not be increased without a
corresponding reduction of fees elsewhere in the PBHG Funds complex. As a
result, Strategic Small Company's management fee, which will be applicable to
the combined fund, was reduced by 0.15%, effective December 9, 2004. After
giving effect to the reorganization and this fee reduction, the expenses of the
combined fund are expected to be the same as those of Emerging Growth and
approximately 0.01% lower than Strategic Small Company's current expenses. In
order to provide additional benefit to shareholders, after consummation of the
reorganization Liberty Ridge Capital will contractually waive fees or reimburse
expenses on the combined fund until March 31, 2006 so that the combined fund's
expenses will not exceed 1.48%, 1.73% and 2.48% for PBHG Class, Class A and
Class C shares, respectively. This fee waiver will result in expenses for the
combined fund that are lower than the current expenses of both Emerging Growth
and Strategic Small Company.

         Asset Size

                  Strategic Small Company's net assets as of October 27, 2004
were approximately $56 million. As of that date, Emerging Growth had net assets
of approximately $213 million.

         Portfolio Composition

                  Strategic Small Company and Emerging Growth invest in similar
securities. Both funds invest in small size companies that Liberty Ridge Capital
believes have strong business momentum, earnings growth and capital appreciation
potential. However, Strategic Small Company may also utilize value investing
techniques. As of October 27, 2004, of the 192 securities Strategic Small
Company held, 54 also were held by Emerging Growth. After the proposed
reorganization, those 54 securities will account for approximately 55% of the
net assets of the combined fund. However, Strategic Small Company will still
focus its investments on small capitalization companies and will still utilize
value investing techniques. Accordingly, the portfolio composition of Strategic
Small Company will not materially change as a result of the reorganization and
the combined fund will be managed in a manner similar to Strategic Small Company
going forward.

         Conclusion

                  Based on the information above, Liberty Ridge Capital and the
Board concluded that the resulting fund will more closely resemble Strategic
Small Company with respect to continuity of management and the investment
polici