U.S. Securities and Exchange Commission
Washington, DC 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Pauze' Funds
14340 Torrey Chase Blvd., Suite 170
Houston, TX 77014
2. Name of each series or class of funds for which this notice is filed:
Pauze U.S. Government Total Return Bond Fund, No Load Class
Pauze U.S. Government Total Return Bond Fund, Class B
Pauze U.S. Government Total Return Bond Fund, Class C
Pauze U.S. Government Intermediate Term Bond Fund, No Load Class
Pauze U.S. Government Intermediate Term Bond Fund, Class B
Pauze U.S. Government Intermediate Term Bond Fund, Class C
Pauze U.S. Government Short Term Bond Fund, No Load Class
Pauze U.S. Government Short Term Bond Fund, Class B
Pauze U.S. Government Short Term Bond Fund, Class C
3. Investment Company Act File Number: 811-8148
Securities Act File Number: 33-71562
4. Last day of fiscal year for which this notice is filed:
April 30, 1997
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 prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None, for all of the series listed in Item 2 above.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2.
None, for all of the series listed in Item 2 above.
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal year:
<TABLE>
<CAPTION>
NAME OF SERIES NUMBER OF AGGREGATE
SHARES SALES PRICE
<S> <C> <C>
Pauze U.S. Government Total Return Bond Fund, No Load Class 274,554 $2,581,218
Pauze U.S. Government Total Return Bond Fund, Class B 132,139 1,328,078
Pauze U.S. Government Total Return Bond Fund, Class C 0 0
Pauze U.S. Government Intermediate Term Bond Fund, No Load Class 130,180 1,286,469
Pauze U.S. Government Intermediate Term Bond Fund, Class B 442,251 4,437,187
Pauze U.S. Government Intermediate Term Bond Fund, Class C 0 0
Pauze U.S. Government Short Term Bond Fund, No Load Class 34,121 342,615
Pauze U.S. Government Short Term Bond Fund, Class B 68,186 681,860
Pauze U.S. Government Short Term Bond Fund, Class C 48,069 480,694
</TABLE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
<TABLE>
<CAPTION>
NAME OF SERIES NUMBER OF AGGREGATE
SHARES SALES PRICE
<S> <C> <C>
Pauze U.S. Government Total Return Bond Fund, No Load Class 274,554 $2,581,218
Pauze U.S. Government Total Return Bond Fund, Class B 132,139 1,328,078
Pauze U.S. Government Total Return Bond Fund, Class C 0 0
Pauze U.S. Government Intermediate Term Bond Fund, No Load Class 130,180 1,286,469
Pauze U.S. Government Intermediate Term Bond Fund, Class B 442,251 4,437,187
Pauze U.S. Government Intermediate Term Bond Fund, Class C 0 0
Pauze U.S. Government Short Term Bond Fund, No Load Class 34,121 342,615
Pauze U.S. Government Short Term Bond Fund, Class B 68,186 681,860
Pauze U.S. Government Short Term Bond Fund, Class C 48,069 480,694
</TABLE>
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):
<TABLE>
<CAPTION>
NAME OF SERIES NUMBER OF AGGREGATE
SHARES SALES PRICE
<S> <C> <C>
Pauze U.S. Government Total Return Bond Fund, No Load Class 249,153 $2,335,712
Pauze U.S. Government Total Return Bond Fund, Class B 627 6,252
Pauze U.S. Government Total Return Bond Fund, Class C 0 0
Pauze U.S. Government Intermediate Term Bond Fund, No Load Class 866 8,467
Pauze U.S. Government Intermediate Term Bond Fund, Class B 1,647 16,404
Pauze U.S. Government Intermediate Term Bond Fund, Class C 0 0
Pauze U.S. Government Short Term Bond Fund, No Load Class 178 1,781
Pauze U.S. Government Short Term Bond Fund, Class B 0 0
Pauze U.S. Government Short Term Bond Fund, Class C 305 3,036
</TABLE>
<PAGE>
12. Calculation of registration fee:
<TABLE>
<CAPTION>
(II) AGGREGATE (V) NET
PRICE IN AGGREGATE
CONNECTION PRICE OF SECURITIES
WITH DIVIDEND (III) AGGREGATE SOLD AND ISSUED
(I) AGGREGATE REINVESTMENT PRICE OF SHARES [LINE (I), PLUS LINE
SALE PRICE PLANS (FROM REDEEMED OR (II),LESS LINE (III),
NAME OF SERIES (FROM) ITEM 10) ITEM 11) REPURCHASED (IV)(1) PLUS LINE (IV)]
<S> <C> <C> <C> <C> <C>
Pauze U.S. Government
Total Return Bond Fund, No Load Class $ 2,581,218 $ 2,335,712 $(5,555,591) $( 638,661)
Pauze U.S. Government
Total Return Bond Fund, Class B 1,328,078 6,252 ( 931,030) 403,600
Pauze U.S. Government
Total Return Bond Fund, Class C 0 0 0 0
Pauze U.S. Government
Intermediate Term Bond Fund, No Load Class 1,286,469 8,467 ( 28,158) 1,266,778
Pauze U.S. Government
Intermediate Term Bond Fund, Class B 4,437,187 16,404 (2,958,997) 1,494,594
Pauze U.S. Government
Intermediate Term Bond Fund, Class C 0 0 0 0
Pauze U.S. Government
Short Term Bond Fund, No Load Class 342,615 1,781 ( 107,340) 237,056
Pauze U.S. Government
Short Term Bond Fund, Class B 681,860 0 ( 504,000) 177,860
Pauze U.S. Government
Short Term Bond Fund, Class C 480,694 3,036 ( 178,306) 305,424
----------- ----------- ------------- --------- -----------
$11,138,121 $ 2,371,652 $(10,263,422) -0- $ 3,246,651
----------- ----------- ------------- --------- -----------
MULTIPLIED BY 1/3300 X 1/3300
-----------
FEE DUE [TOTAL OF (I) $ 983.83
OR (V) MULTIPLIED BY (VI)] -----------
</TABLE>
(1) Aggregate price of shares redeemed or repurchased and previously applied as
a reduction of filing fees pursuant to rule 24e-2 (if applicable)
<PAGE>
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:
6/19/97
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/ PAUL L. GIORGIO
- ---------------------------------
PAUL L. GIORGIO
Chief Accounting Officer
Date: June 18, 1997
<PAGE>
Charles W. Lutter, Jr.
Attorney and Counselor at Law
103 Canyon Oaks
San Antonio, TX 78232
Telephone (210) 496-5438
June 18, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for Pauze' Funds
File Nos. 33-71562 and 811-8148
Gentleman:
As counsel to Pauze' Funds (the "Trust"), I have been requested 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 April 30, 1997.
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 Pauze' U.S. Government Total Return Bond Fund, Pauze' U.S.
Government Intermediate Term Bond Fund and Pauze' U.S. Government Short-Term
Bond Fund, sold during the fiscal year ended April 30, 1997 in reliance upon
Rule 24f-2 under the Investment Company Act of 1940, as amended.
I have examined the Amended and Restated Master Trust Agreement, as
amended, and By-laws of the Trust, the Notice, the records of certain meetings
and written consents of the Trustees of the Trust, and such documents as deemed
necessary for purposes of this opinion the Shares were legally issued and fully
paid and non-assessable by the Trust.
Sincerely,
/S/ CHARLES W. LUTTER, JR.
--------------------------
CHARLES W. LUTTER, JR.
CWL:kle
Enclosures
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