ACCOLADE FUNDS
24F-2NT, 1996-11-22
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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, 1996

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

<PAGE>

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 -- 7,483,138
                  Aggregate Sales Price -- $116,765,133

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 --7,483,138
                  Aggregate Sales Price --$116,765,133

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 -- 104,558
                  Aggregate Sales Price -- $1,437,680

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):

                                                                 $116,765,133.00

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

                                                                  + 1,437,680.00

          (iii)  Aggregate   price  of  shares  redeemed  or
                 repurchased  during  the  fiscal  year  (if
                 applicable):

                                                                 - 60,501,758.00

          (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

<PAGE>

          (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):

                                                                  $57,701,055.00
                                                                  --------------

          (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)]:

                                                                      $19,896.92
                                                                      ==========

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 21, 1996

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

                                   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/ Kevin C. White
   -------------------------------
    KEVIN C. WHITE
    Chief Accounting Officer,

Date:    November 20, 1996


[GRAPHIC:  ACCOLADE FUNDS LOGO]
                                 ACCOLADE FUNDS
                               BONNEL GROWTH FUND
                                 MegaTrends Fund

                                November 20, 1996

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, 1996.

Reference  is made to paragraph 9 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, 1996
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  as 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,

/s/ Thomas D. Tays

Thomas D. Tays, Esq.

TDT:kle



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