ACCOLADE FUNDS
24F-2NT, 1995-11-28
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                    U. S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

1.   Name and address of issuer:

          Accolade Funds
          7900 Callaghan Road
          San Antonio, Texas 78229

2.   Name of each series or class of funds for which this notice is filed:

          Bonnel Growth Fund

3.   Investment Company Act File Number: 811-7662

          Securities Act File Number:  33-61542

4.   Last day of fiscal year for which this notice is filed:

          September 30, 1995

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
     declaration:

          / /

6.   Date of  termination of issuer's  declaration  under rule  24f-2(a)(1),  if
     applicable (see Instruction A.6):

         Not applicable

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

8.   Number and amount of  securities  registered  during the fiscal  year other
     than pursuant to rule 24f-2.

         None

9.   Number and aggregate sale price of securities sold during the fiscal year:

         Number of Shares -- 2,161,599
         Aggregate Sales Price -- $26,415,120

10.  Number and aggregate  sale price of securities  sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2.

         Number of Shares -- 2,161,599
         Aggregate Sales Price -- $26,415,120

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):

         Number of Shares -- 797
         Aggregate Sales Price -- $8,017

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): .................................  $26,415,120

          (ii) Aggregate price of shares issued in connection
               with  dividend reinvestment plans (from Item 11,
               if applicable): .................................      + 8,017 

          (iii)Aggregate  price of shares  redeemed  or
               repurchased  during the fiscal year 
               (if applicable): ................................  - 6,465,783

          (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

          (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): ....  $19,957,354

          (vi) Multiplier  prescribed by Section 6(b) of 
               the  Securities  Act of 1933 or other 
               applicable law or regulation (see 
               Instruction C.6): ...............................     x 1/2900

          (vii)Fee due  [line  (i) or line  (v)  multiplied by
               line  (vi)]: ....................................      $ 6,881.85
                                                                  ==============

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.

- --------------------------------------------------------------------------------


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
     Procedures (17CFR 202.3a).

          / X /

     Date of mailing or wire transfer of filing fees to the Commission's lockbox
     depository:

         November 24, 1995

- --------------------------------------------------------------------------------

                                   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:      /S/ Teresa G. Rowan
         ----------------------------------------
         TERESA G. ROWAN
         Vice President, Chief Financial Officer,
         Accounting Officer, Treasurer

Date:    November 28, 1995

<PAGE>

[GRAPHIC:  BONNEL GROWTH FUND LETTERHEAD]

                                November 28, 1995

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Rule 24f-2 Notice for Accolade Funds
         File No. 811-7662

Gentlemen:

     As counsel to Accolade Funds (the "Trust"), a Massachusetts business trust,
I have been asked to render this  opinion in  connection  with the filing by the
Trust of a Rule 24f-2  Notice  (the  "Notice")  with  respect to its fiscal year
ended September 30, 1995.

     Reference is made to paragraph 5 of the Notice,  wherein the Trust  reports
the  number  and  amount  of shares of the  Trust  (the  "Shares")  representing
interests in the Bonnel Growth Fund sold during the fiscal year ended  September
30, 1995 in reliance upon Rule 24f-2 under the  Investment  Company Act of 1940,
as amended.

     I have examined the First Amended and Restated  Master Trust  Agreement and
By-Laws of the Trust,  the Notice,  the records of certain  meetings and written
consents of the  Trustees  of the Trust,  and such other  documents  as I deemed
necessary for the purposes of this opinion.

     Based on the  foregoing,  and  assuming  that all of the Shares  were sold,
issued and paid for in accordance  with the terms of the Trust's  Prospectus and
Statement  of  Additional  Information  contained  in the  Trust's  Registration
Statement on Form N-1A in effect at the time of sale, in my opinion,  the Shares
were legally issued and are fully paid and non-assessable by the Trust.

     I am licensed to practice law in the State of Oklahoma and not in any other
jurisdiction.  I do not  claim  special  expertise  in  the  laws  of any  other
jurisdiction.

                                   Sincerely,

                                   Thomas D. Tays, Esq.



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