PAUZE FUNDS
497, 1997-11-18
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                                  PAUZE` FUNDS

                              PAUZE` TOMBSTONE FUND

                                    FORM N-1A

                              CROSS REFERENCE SHEET

FORM N-1A
PART A    CAPTION OR
ITEM NO.  LOCATION IN PROSPECTUS
- --------- ----------------------------------------------------------------------

     1    Cover Page

     2    Summary of Fees and Expenses

     3    NONE

     4    The Fund;  Investment  Objective and Risk  Considerations;  Investment
          Policies and Risks; Management of the Fund; General Information

     5    Management of the Fund

     5a   NONE

     6    General  Information;  How to  Redeem  Shares;  Shareholder  Services;
          Distributions and Taxes

     7    How  to  Purchase  Shares;  Additional  Information  About  Purchases;
          Reductions and Waivers of the Sales Charge; Other Policies that Affect
          your Sales Charge; How to Redeem Shares; Rule 12b-1 Distribution Plan;
          Valuing Fund Shares; Supplement to Prospectus

     8    How to Redeem Shares

     9    NONE

    16    Management of the Fund

    19    Valuing Fund Shares

<PAGE>

FORM N-1A
PART B    CAPTION OR LOCATION IN
ITEM NO.  STATEMENT OF ADDITIONAL INFORMATION
- --------- ----------------------------------------------------------------------

    10    Cover Page

    11    Table of Contents

    12    NONE

    13    Investment Objective and Policies; Investment Limitations

    14    Management of the Fund

    15    NONE

    16    Investment  Advisory  Services;  Administrative  Services;  Rule 12b-1
          Distribution Plan; Custodian; Independent Accountants

    17    Portfolio Transactions

    18    General Information

    19    NONE

    20    Tax Status

    21    Rule 12b-1 Distribution Plan

    22    Calculation of Performance Data

    23    NONE

<PAGE>

                       SUPPLEMENT DATED NOVEMBER 18, 1997
                                       TO
                              PAUZE` TOMBSTONE FUND(TM)
                          PROSPECTUS, DATED MAY 1, 1997

     The  following  language  should be read in  conjunction  with the Sections
entitled  "Investment  Objective  and  Risk  Considerations",  pages  4-5 of the
Prospectus,  "Index  Performance",  pages 5-6 of the Prospectus and  "Investment
Policies and Risks", pages 6-8 of the Prospectus:

     Under normal market  conditions,  the Fund will invest in the common stocks
of the companies that comprise the Pauze`  Tombstone Common Stock Index(TM) (the
"Index") in  approximately  the same  proportions as those common stocks have in
the Index.  However,  when the  Adviser  determines  that market  conditions  so
warrant,  the  Fund's  investments  in those  common  stocks may vary from their
proportions  in the Index,  and at times such variance may be  significant.  Any
such  variance  will make it more likely that the Fund's  performance  will vary
from the performance of the Index.


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