PAUZE FUNDS
DEFR14A, 1998-10-21
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                            SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 1)

Filed by the Registrant                              |X|
Filed by a Party other than the Registrant           |_|

Check the appropriate box:
|_|  Preliminary Proxy Statement
|_|  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14a-6(e)(2))
|X|  Definitive Proxy Statement
|_|  Definitive Additional Materials
|_|  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                                   PAUZE FUNDS
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

|X|  No fee required.

|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
     1)   Title of each class of securities to which transaction applies:

     ---------------------------------------------------------------------------
     2)   Aggregate number of securities to which transaction applies:

     ---------------------------------------------------------------------------
     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

     ---------------------------------------------------------------------------
     4)   Proposed maximum aggregate value of transaction:

     ---------------------------------------------------------------------------
     5)   Total fee paid:

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

|_|  Fee paid previously with preliminary materials.

|_|  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:

     ---------------------------------------------------------------------------
     2)   Form, Schedule or Registration Statement No.:

     ---------------------------------------------------------------------------
     3)   Filing Party:

     ---------------------------------------------------------------------------
     4)   Date Filed:

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

<PAGE>

                                   PAUZE FUNDS
                          14340 TORREY CHASE BOULEVARD
                                    SUITE 170
                              HOUSTON, TEXAS 77014

                   NOTICE OF CHANGE OF DATE, TIME AND LOCATION
                       OF SPECIAL MEETING OF SHAREHOLDERS


Dear Shareholders:

     We have  rescheduled the Special  Meeting of  Shareholders  for Pauze Funds
(the "Meeting"),  previously scheduled to be held on Monday, October 26, 1998 in
Boston,  due to an  inadvertent  delay in  delivery of the notice of the Meeting
(the "Notice") and the accompanying proxy statement ("Proxy Statement") to a few
shareholders.

     THE MEETING  WILL NOW BE HELD AT THE OFFICES OF PAUZE  FUNDS,  14340 TORREY
CHASE BOULEVARD, SUITE 170, HOUSTON, TEXAS 77014 ON WEDNESDAY, NOVEMBER 18, 1998
AT 10:00 A.M., CENTRAL STANDARD TIME.

     Enclosed  are copies of the Notice and proxy card for the  Meeting.  If you
need  another  copy of the Proxy  Statement,  please  call  1-800-327-7170.  All
references  to the date,  time and location  for the Meeting in these  documents
should be changed from the October 26, 1998 Boston  information  to the November
18, 1998 Houston  information  set forth above.  All other  information in these
documents is  unchanged.  This Notice of Change of Date,  Time and Location will
first be  mailed to  shareholders  on or about  October  21,  1998.  IF YOU HAVE
ALREADY  MAILED IN YOUR PROXY CARD AS A RESULT OF THE PREVIOUS  MAILING,  YOU DO
NOT NEED TO SEND IN THE PROXY CARD WHICH IS ENCLOSED WITH THIS NOTICE.



                                                                TERENCE P. SMITH
                                                                       Secretary



Conshohocken, Pennsylvania
October 21, 1998



                             YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY
CARD AND RETURN IT PROMPTLY  IN THE  ACCOMPANYING  ENVELOPE,  WHETHER OR NOT YOU
EXPECT TO BE PRESENT AT THE MEETING.  IF YOU ATTEND THE MEETING,  YOU MAY REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

<PAGE>

     The  definitive  proxy  statement  which was filed on October  13,  1998 is
hereby incorporated by reference.



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