U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 24F - 2
Annual Notice of Securities Sold
Pursuant to Rule 24F - 2
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1. Name and address of issuer:
The Elite Group
1325 4th Ave, Suite 2144
Seattle, WA 98101
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2. Name of each series or class of funds for which this notice is filed:
The Elite Growth & Income Fund
The Elite Income Fund
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3. Investment Company Act File Number: 811-4804
Securities Act File Number: 33-8124
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4. Last day of fiscal year for which this notice is filed: September 31, 1996
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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
issuers 24f -2 declaration: N/A [ ]
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6. Date of termination of issuers 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: None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None
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9. Number and aggregate sale price of securities sold during the fiscal year:
802,603 share sold
$11,750,902 dollar amount sold
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<PAGE>
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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:
802,603 shares sold
$11,750,902 dollars amount sold
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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): N/A
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<S> <C>
12. Calculation of registered fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from item 10): $11,750,902
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11 if applicable) + --
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable) $ 5,416,192
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable) + --___
(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): 6,334,710
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see instruction
C.6): .0003030303
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 1919.61
</TABLE>
instructions: Issuers should complete lines (ii), (iii) (iv) 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 Commissioners lockbox
depository as described in section 3a of the Commissioners 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: 11/5/96
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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\ Richard S. McCormick_________________________
Date: 11/04/96 Richard S. McCormick / President
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FOSTER PEPPER & SHEFELMAN
A Law Partnership Including
Professional Service Corporations
Direct Dial: (206) 447-8928
October 24, 1996
The Elite Group Trustees
Puget Sound Plaza Building, Suite 2144
1325 Fourth Avenue
Seattle, Washington 98101
Re: The Elite Group
Rule 24f-2 Notice
Gentlemen:
In connection with the filing of a Rule 24f-2 Notice by
The Elite Group, a Massachusetts business trust (the "Trust"), and based on
our information regarding the books and records of the Trust, and assuming the
shares described below were issued in accordance with the terms of the
registration statement on Form S-1 filed under the Securities Act of 1933,
we are of the opinion that the 802,603 shares of the Elite Group Trust,
which were sold during the fiscal year ended September 30, 1996, were legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice being filed pursuant to the provisions of Rule 24f-2 under
the Investment Company Act of 1940.
Very truly yours,
\s\Joseph M. Gaffney
Joseph M. Gaffney
JMG:pal
