ACCOLADE FUNDS
485APOS, 1996-10-17
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                                                 File No. 333-04675 and 811-7662
                                                        
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-14

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


           [   ]  Pre-Effective Amendment No. 
                                               ------

           [ X ]  Post-Effective Amendment No. 2
  
                        (Check appropriate box or boxes)

                                   ----------

                         ACCOLADE FUNDS/MEGATRENDS FUND
               (Exact Name of Registrant as Specified in Charter)

                                 (800) 426-6635
              (Registrant's Telephone Number, Including Area Code)


                               7900 Callaghan Road
                            San Antonio, Texas 78229
                    (Address of Principal Executive Offices)


                                 Thomas D. Tays
                               7900 Callaghan Road
                            San Antonio, Texas 78229
                     (Name and Address of Agent for Service)


Approximate  Date of Proposed  Public  Offering:  Registrant  proposed that this
Registration  Statement  will  become  effective  pursuant to Rule 488 under the
Securities Act of 1933.

Pursuant  to  Rule  473(b),  the  registration  statement  shall  hereby  become
effective in accordance  with the  provisions of Section 8(a) of the  Securities
Act of 1933. The Registrant,  pursuant to Rule 461, hereby requests acceleration
of its effective date to October 17, 1996.

No filing fee is required under the Securities Act of 1933 because an indefinite
number of shares of beneficial interest,  without par value, has previously been
registered  pursuant to Rule 24f-2 under the Investment  Company Act of 1940, as
amended.  The Registrant's Rule 24f-2 Notice for its most recent fiscal year was
filed on November 28, 1995.

================================================================================
<PAGE>
Post Effective Amendment No. 1 to N-14 filed on October 11, 1996 is incorporated
by reference into this Post Effective Amendment No. 2.

The purpose of this filing is to submit the following undertaking:

ITEM 17.  UNDERTAKING

The  undersigned  registrant  undertakes to file Post Effective  Amendment No. 3
which will  include as an  exhibit a tax  opinion  from  Fried,  Frank,  Harris,
Shriver & Jacobson (a draft of which was  submitted  as Exhibit  99.12 with Post
Effective  Amendment No. 1). This filing will be made as soon as possible  after
the Special Meeting of Shareholders.

<PAGE>
                                 SIGNATURE PAGE

As required by the Securities Act of 1933, this registration  statement has been
signed on  behalf of the  registrant,  in the City of San  Antonio  and State of
Texas, on the 16th day of October, 1996.


Registrant:         ACCOLADE FUNDS/MEGATRENDS FUND

                    By: * /s/ Frank E. Holmes
                    ------------------------------------
                    PRESIDENT

As required by the Securities Act of 1933, this registration  statement has been
signed  below  by the  following  persons  in  the  capacities  and on the  date
indicated:

       SIGNATURE                        TITLE                    DATE
- - ------------------------      --------------------------    ---------------

* /s/ Frank E. Holmes
- - ------------------------      President, Chief Executive    October 16, 1996
FRANK E. HOLMES               Officer, Trustee


* /s/ Richard E. Hughs
- - ------------------------      Trustee                       October 16, 1996
RICHARD E. HUGHS


* /s/ Clark R. Mandigo
- - ------------------------      Trustee                       October 16, 1996
CLARK R. MANDIGO


* BY: /s/ Thomas D. Tays
  ----------------------      Vice President,               October 16, 1996
  THOMAS D. TAYS              Secretary
  POWER OF ATTORNEY

                                POWER OF ATTORNEY

     We the  undersigned  officers and Trustees of Accolade Funds (the "Trust"),
do hereby  severally  constitute  and appoint Bobby D. Duncan,  Frank E. Holmes,
Susan B. McGee, and Thomas D. Tays, and each of them acting  singularly,  as our
true and lawful attorneys, with full powers to them and each of them to sign for
us,  in our  names in the  capacities  indicated  below,  any  Amendment  to the
Registration Statement of the Trust on Form N-14 to be filed with the Securities
and Exchange  Commission and to take such further  action in respect  thereto as
they,  in their sole  discretion,  deem  necessary to enable the Trust to comply
with  the  provisions  of the  Securities  Act of  1933,  as  amended,  and  the
Investment Company Act of 1940, as amended, and all requirements and regulations
of the Securities and Exchange  Commission,  hereby ratifying and confirming our
signatures as they may be signed by our said  attorneys to any and all documents
related to said amendment to the Registration Statement.

     IN WITNESS  WHEREOF,  we have hereunto set our hands on the dates indicated
below.

SIGNATURE                             TITLE                              DATE
- - ----------------------       --------------------------       ------------------


/S/ FRANK E. HOLMES          President, Principle             October 8, 1996
- - ----------------------       Executive Officer
Frank E. Holmes              Trustee          
                             

/S/ CLARK R. MANDIGO         Trustee                          October 8, 1996
- - ----------------------       
Clark R. Mandigo


/S/ RICHARD E. HUGHS         Trustee                          October 8, 1996
- - ---------------------- 
Richard E. Hughs


/S/ BOBBY D. DUNCAN          Vice President                   October 8, 1996
- - ----------------------       Chief Operating Officer and
Bobby D. Duncan              Chief Financial Officer    
                             

 /S/ KEVIN WHITE             Principal Accounting Officer     October 8, 1996
- - ----------------------    
Kevin White


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