ACCOLADE FUNDS
497, 1996-05-29
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MAY 28, 1996 SUPPLEMENT TO "ACCOLADE FUNDS, BONNEL GROWTH FUND," DATED
JANUARY 15, 1996

DISTRIBUTION PLAN

The  second paragraph,


          "The total amount expended  pursuant to the Distribution  Plan may not
         exceed  0.25% of the  Fund's  net  assets on an annual  basis.  For the
         period  from  October  17,  1994  (initial  public  offering)   through
         September  30, 1995,  the Fund paid a total of $21,821 in  distribution
         fees. No excess  distribution  expenses  shall be carried over from one
         year to be reimbursed in future years."

is replaced with:

         "The total amount expended  pursuant to the  Distribution  Plan may not
         exceed  0.25% of the  Fund's  net  assets on an annual  basis.  For the
         period  from  October  17,  1994  (initial  public  offering)   through
         September  30, 1995,  the Fund paid a total of $21,821 in  distribution
         fees.  Distribution expenses paid by the Advisor or other third parties
         in prior periods that  exceeded  0.25% of net assets may be paid by the
         Fund with  distribution  expenses accrued pursuant to the 12b-1 plan in
         the current or future periods, so long as the 0.25% limitation is never
         exceeded."


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