SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)
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(TM)
14340 TORREY CHASE BOULEVARD, SUITE 170
HOUSTON, TEXAS 77014
September 9, 1999
Dear Shareholder:
Enclosed you will find a notice, proxy statement, and proxy ballot regarding a
Special Meeting of Shareholders of the Pauze Funds(TM) to be held on Friday,
October 8, 1999. WE URGE YOU TO EXERCISE YOUR VOTING RIGHTS BY MARKING AND
RETURNING THE PROXY BALLOT AS SOON AS POSSIBLE. Please note that you may FAX
your proxy ballot to us if that is more convenient.
Your vote is important to us. If a majority of the proxy ballots are not
returned, another mailing may be required which will result in additional costs
to the Funds. We urge you to return your ballot promptly.
This meeting has been called so that you may vote on the following proposals:
o Election of Trustees: Patricia S. Dobson, Philip C. Pauze, and Richard
J. Pierce currently serve on the Board of Trustees. The Trustees of
the Trust serve on staggered terms such that the terms of Patricia S.
Dobson, Philip C. Pauze and Richard J. Pierce will expire on October
29, 1999. So that Ms. Dobson, Mr. Pauze and Mr. Pierce may continue to
serve as Trustees, the Board has nominated them for reelection.
o Ratification of Independent Accountants: The Board of Trustees has
selected Tait, Weller & Baker as independent accountants to the Funds.
The Trustees ask that you ratify their selection.
The enclosed proxy statement describes the proposals in greater detail.
Please read the proxy statement carefully, place your vote on the proxy ballot
and return it promptly in the enclosed postage-paid envelope or by faxing the
ballot to the Fund at (281) 444-5929. We appreciate your continued support and
confidence.
Sincerely,
Philip C. Pauze
President
<PAGE>
PAUZE FUNDS(TM)
14340 TORREY CHASE BOULEVARD
SUITE 170
HOUSTON, TEXAS 77014
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 8, 1999
Dear Shareholders:
A special meeting of the shareholders of each class of the four portfolios of
the Pauze Funds(TM) (the "Trust"), including the Pauze U.S. Government Total
Return Bond Fund(TM), Pauze U.S. Government Intermediate Term Bond Fund(TM),
Pauze U.S. Government Short Term Bond Fund(TM), and Pauze Tombstone Fund(TM)
(each a "Fund" and collectively, the "Funds") will be held at 14340 Torrey Chase
Blvd., Suite 170, Houston, Texas 77014, on Friday, October 8, 1999 at 10:00 am
(CDT) for the purpose of considering the following proposals:
1. To elect members of the Board of Trustees;
2. To ratify the selection of Tait, Weller & Baker as the independent
accountants for the Trust for each Fund's fiscal year ending April 30,
2000; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record of the Funds at the close of business on August 26, 1999
are entitled to notice of, and to vote at, the special meeting and any
adjournment(s) or postponement(s) thereof.
By Order of the Board of Trustees
Patricia S. Dobson
Secretary
Houston, Texas
September 9, 1999
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE (OR BY FAX), WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING.
<PAGE>
PAUZE FUNDS(TM)
14340 TORREY CHASE BOULEVARD
SUITE 170
HOUSTON, TEXAS 77014
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 8, 1999
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of Pauze Funds(TM) (the "Trust"), on behalf of its four
portfolios: Pauze U.S. Government Total Return Bond Fund(TM), Pauze U.S.
Government Intermediate Term Bond Fund(TM), Pauze U.S. Government Short Term
Bond Fund(TM) and Pauze Tombstone Fund(TM) (each a "Fund" and collectively, the
"Funds"). The proxies will be used at the Special Meeting of Shareholders of the
Trust to be held at 14340 Torrey Chase Blvd., Suite 170, Houston, Texas, on
October 8, 1999 at 10:00 am (CDT), or any adjournment or adjournments thereof
(collectively, the "Meeting"). A shareholder receiving this proxy statement may
hold shares in one or more Funds. A proxy ballot with respect to each Fund of
which a shareholder owns shares accompanies this proxy statement.
The persons named as proxies in the enclosed form of proxy will vote in
accordance with your instructions when the form of proxy is returned properly
executed. If no instructions are given, the shares represented by a properly
executed proxy will be voted:
1. For the election of members of the Board of Trustees;
2. For ratification of the selection of Tait, Weller & Baker as the
independent accountants for the Trust for each Fund's fiscal year
ending April 30, 2000; and
3. At the discretion of the proxy holders on any other business as may
properly come before the meeting.
This proxy statement, along with the Notice of Meeting and proxy ballot, will
first be mailed to shareholders on or about September 9, 1999.
1
<PAGE>
PROPOSALS
I. ELECTION OF MEMBERS TO THE BOARD OF TRUSTEES
Due to the expiration of their terms on October 29, 1999, the Board of Trustees
has nominated Ms. Dobson, Mr. Pauze and Mr. Pierce for reelection to the Board.
Each nominee, if elected, will hold office for a period of six years (until
October 29, 2005) or until termination of the Trust or the Trustees' death,
resignation or removal, whichever occurs first. Unless you give contrary
instructions, your proxy will be voted for the election of all three nominees.
Each of the nominees has indicated a willingness to serve. If any of the
nominees should withdraw or otherwise become unavailable for election due to
events not now known, your proxies will be voted for such other nominee(s) as
the Board may recommend. Your proxies will be so voted, unless the Board reduces
the number of trusteeships, or you have withheld authority as to the election of
the Trustees.
Patricia S. Dobson, Philip C. Pauze, and Robert J. Pierce are currently Trustees
of the Trust. The nominees for election, their ages, a description of their
positions with the Trust, and their principal occupations during the last five
years are listed in the following table. Each person who is an "interested
person" of the Trust, as defined in the Investment Company Act of 1940, is
indicated by an asterisk.
- --------------------------------------------------------------------------------
NOMINEE BUSINESS EXPERIENCE; OTHER DIRECTORSHIPS
- --------------------------------------------------------------------------------
Patricia S. Dobson * Secretary and Trustee of the Trust since June 25,
Age: 56 1999. Vice-President of Pauze, Swanson &
Associates Investment Advisors, Inc., d/b/a Pauze
Swanson Capital Management Co., an asset
management firm specializing in management of
fixed income portfolios, since December 1996.
Director and Secretary of Pauze Swanson Capital
Management Co. since May 1997. Assistant
Vice-President of Pauze Swanson Capital Management
Co. from October 1995 until December 1996.
Administrator for Pauze Swanson Capital Management
Co. from October 1993 until October 1995. Vice
President of Fund Services, Inc., a mutual fund
service provider, since March 1999.
- --------------------------------------------------------------------------------
Philip C. Pauze* President and Trustee of the Trust since 1993.
Age: 58 President of Pauze, Swanson & Associates
Investment Advisors, Inc., d/b/a Pauze Swanson
Capital Management Co., an asset management firm
specializing in management of fixed income
portfolios, since April 1993. Owner of Philip C.
Pauze & Associates, a management consulting firm,
since April 1993. Financial Consultant to
California Master Trust since 1986. Financial
consultant to the American Funeral Trust (Series)
since 1993. President of Fund Services, Inc., a
mutual fund service provider, since March 1999.
- --------------------------------------------------------------------------------
Robert J. Pierce Trustee of the Trust since 1996. Since 1967, has
Age: 54 been with Richard Pierce Funeral Service, serving
in such capacities as President and General
Manager. Since June 1997, Vice President (Western
Division) and Chief Operating Officer (Northern
California Region) of Stewart Enterprises, Inc.,
which provides products and services in the death
care industry.
- --------------------------------------------------------------------------------
*Pauze Swanson Capital Management Co., 14340 Torrey Chase Boulevard, Suite 170,
Houston, Texas 77014, is each Fund's investment adviser. Fund Services, Inc.,
14340 Torrey Chase Boulevard, Suite 170, Houston, Texas 77014, is each Fund's
administrator, fund accountant and transfer agent. As President and sole
shareholder of Pauze Swanson Capital Management Co. and Fund Services, Inc., Mr.
Pauze benefits from the payments made by the Funds to those companies. As an
officer and employee of those companies, Ms. Dobson may also benefit from the
Funds' payments. From May 1, 1998 through August 31, 1999, Pauze Swanson Capital
Management Co. received $584,645 from the Funds for advisory services. Fund
Services, Inc. became the Fund's administrator, fund accountant and transfer
agent on July 1, 1999. From July 1, 1999 until August 31, 1999, Fund Services,
Inc. received $30,452 for administration and transfer agency fees from the
Funds. It is anticipated that Fund Services, Inc. will receive approximately
$365,400 annually from the Funds for such services. B.C. Ziegler and Company,
215 North Main Street, West Bend, Wisconsin 53095, is each Fund's principal
underwriter. Mr. Pauze and Ms. Dobson are both registered representatives of
B.C. Ziegler and may indirectly benefit from the Fund's payments to B.C.
Ziegler.
2
<PAGE>
OTHER TRUSTEES AND OFFICERS
- ---------------------------
Patricia S. Dobson, Philip C. Pauze, and Robert J. Pierce are currently Trustees
of the Trust. Lois Juarez is the only executive officer of the Trust who does
not also serve on the Board of Trustees. The other Trustees and Ms. Juarez are
listed in the following table, along with their ages, a description of their
positions with the Trust, and their principal occupations during the last five
years.
- --------------------------------------------------------------------------------
NAME BUSINESS EXPERIENCE; OTHER DIRECTORSHIPS
- --------------------------------------------------------------------------------
Gordon M. Anderson Trustee of the Trust since 1993. Consultant with
Age: 63 the Texas Education Agency since 1998.
Superintendent of Spring Independent School
District, Houston, Texas from 1984 until 1997.
President of RAJ Development Corporation, a
homebuilder and developer, from 1997 until 1998.
- --------------------------------------------------------------------------------
Wayne F. Collins Trustee of the Trust since 1993. Retired. Vice
Age: 58 President of Worldwide Business Planning of the
Compaq Computer Corporation from 1991 until 1994.
- --------------------------------------------------------------------------------
Paul J. Hilbert Trustee of the Trust since 1993. Attorney with the
Age: 50 firm of Paul J. Hilbert & Associates, Houston,
Texas, practicing civil law since 1975.
Legislator, Texas House of Representatives since
1982.
- --------------------------------------------------------------------------------
Lois Juarez Treasurer of the Trust since July 1999. Director
Age: 47 of Administration and Fund Accounting of Fund
Services, Inc., a mutual fund service provider,
since March 1999. Vice President, Relationships
Manager, Chase Bank of Texas, from July 1998 until
February 1999. Analyst with Arco Pipeline Co., an
oil and gas pipeline company, from 1992 until
1998.
- --------------------------------------------------------------------------------
As of August 26, 1999, the Trustees and officers of the Trust as a group owned
of record and beneficially less than 1% of each Fund. The information is based
on statements furnished to the Trust by the nominees.
COMMITTEES
- ----------
The Board of Trustees has established a standing Audit Committee which met two
times during the last fiscal year. All of the Trustees currently serve on the
Audit Committee. The functions of the Audit Committee include: reviewing the
annual financial statements of the Funds; recommending the engagement of each
Fund's independent accountants; reviewing the arrangements for and scope of the
annual audit; reviewing comments made by the independent accountants with
respect to internal controls and the considerations given or the corrective
action taken by management; and reviewing non-audit services provided by the
independent accountants.
The Trust does not have a nominating committee or a compensation committee.
3
<PAGE>
COMPENSATION TABLE
- ------------------
For the fiscal year ended April 30, 1999, the Board of Trustees met five times.
The following table provides certain information relating to the compensation
for each of the Trustees of the Trust for the fiscal year ended April 30, 1999.
- ------------------------------------- ---------------------------
TOTAL COMPENSATION FROM
- ------------------------------------- ---------------------------
Gordon M. Anderson $12,500
- ------------------------------------- ---------------------------
Wayne F. Collins $12,500
- ------------------------------------- ---------------------------
Patricia S. Dobson $0
- ------------------------------------- ---------------------------
Paul J. Hilbert $12,500
- ------------------------------------- ---------------------------
Philip C. Pauze $0
- ------------------------------------- ---------------------------
Robert J. Pierce $12,500
- ------------------------------------- ---------------------------
The required vote for the election of the members of the Board of Trustees is
the affirmative vote of a plurality of the shares voted at the Meeting, provided
a quorum is present.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES.
II. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
At its meeting on June 25, 1999, the Board of Trustees unanimously selected
Tait, Weller & Baker as the Trust's independent accountants for the fiscal year
ending April 30, 2000. Under this proposal, you are asked to ratify the Board's
selection. Tait, Weller & Baker, the Trust's independent accountants since 1997,
performs an annual audit of each Fund's financial statements and provides
financial, tax and accounting consulting services as requested. The Board
selected Tait, Weller & Baker based on its industry experience, depth of
expertise, and fees charged.
Representatives of Tait, Weller & Baker are not expected to be present at the
Meeting, and thus are not expected to be available to respond to questions or
make a statement.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" PROPOSAL II.
VOTING SECURITIES AND VOTING
At the close of business on August 26, 1999, the record date for the purpose of
determining the shareholders entitled to notice and to vote at the Meeting (the
"Record Date"), there were 7,632,510.804 shares of the Trust outstanding. On
August 26, 1999, the outstanding shares of each Fund were:
Pauze U.S. Government Total Return Bond Fund(TM): 6,423,908.496
Pauze U.S. Government Intermediate Term Bond Fund(TM): 876,628.764
Pauze U.S. Government Short Term Bond Fund(TM): 142,456.996
Pauze Tombstone Fund(TM): 189,516.548
4
<PAGE>
The following tables set forth information, as of the Record Date, with respect
to each person known by the Trust to be the beneficial owner of more than 5% of
any Fund's outstanding shares:
PAUZE U.S. GOVERNMENT TOTAL RETURN FUND(TM)
-------------------------------------------
No Load California Master Trust 78.5% Record
3170 Hilltop Mall Rd
Richmond CA 94806-1921
No Load Donaldson Lufkin & Jenrette 7.9% Record
P O Box 2052
Jersey City NJ 07303-9998
Class B Donaldson Lufkin & Jenrette 88.4% Record
P O Box 2052
Jersey City NJ 07303-9998
Class B 601 Banks 11.6% Record
One Freedom Valley Dr
Oaks PA 19456
Class C Peachtree Funeral Trust 38.3% Record
P O Box 120
Columbus GA 31902
Class C Firstar Bank NA, Custodian FBO 30.8% Record
Alice J. Mallory
P O Box 778
Fayetteville GA 30214
Class C Firstar Bank NA, Custodian FBO 30.9% Record
Theodore F. Mallory III
P O Box 778
Fayetteville GA 30214
PAUZE U.S. GOVERNMENT INTERMEDIATE TERM BOND FUND(TM)
-----------------------------------------------------
No Load California Master Trust 46.7% Record
3170 Hilltop Mall Road
Richmond CA 94806-1921
No Load Texas Prepaid Funeral Fund N-G 22.5% Record
P O Box 1533
Minneapolis MN 55480
5
<PAGE>
No Load Cooper Agency # 7000486800 13% Record
P O Box 160
Westerville OH 43086-0160
No Load Texas Prepaid Funeral Fund G 9.5% Record
P O Box 1533
Minneapolis MN 55480
Class B Donaldson Lufkin Jenrette 66.4% Record
P O Box 2052
Jersey City NJ 07303-9998
Class B 601 Banks 33.6% Record
One Freedom Valley Dr
Oaks PA 19456
PAUZE U.S. GOVERNMENT SHORT TERM BOND FUND(TM)
----------------------------------------------
No Load Texas Prepaid Funeral Fund N-G 51.9% Record
P O Box 1533
Minneapolis MN 55480
No Load Texas Prepaid Funeral Fund G 15.6% Record
P O Box 1533
Minneapolis MN 55480
No Load Cooper Agency #7000486800 12.6% Record
P O Box 160
Westerville OH 43086-0160
No Load American Funeral Trust/Iowa 10.4% Record
P O Box 387
St Louis MO 63166
Class B Donaldson Lufkin & Jenrette 100% Record
P O Box 2052
Jersey City NJ 07303-9998
Class C 601 Banks 100% Record
One Freedem Valley Dr
Oaks PA 19456
6
<PAGE>
PAUZE TOMBSTONE FUND(TM)
------------------------
Class A Donaldson Lufkin & Jenrette 30% Record
P O Box 2052
Jersey City NJ 07303
Class A Semack Trading Co. 5.3% Record
19 Rector Street
New York NY 10006
Class B Donaldson Lufkin & Jenrette 35.5% Record
P O Box 2052
Jersey City NJ 07303
Class B Hagner Family Trust LTD 9.6% Record
15710 Fleetwood Oaks Dr
Suite 230
Houston TX 77079-2520
Class B Robert R Stoutenburg Trust 6.2% Record
Wisne Center 3rd Floor
2100 Telegraph Rd
Southfield MI 48034
Class B Raymond James Cust FBO 5.3% Record
Ann Lindell IRA
880 Carillon Pkwy
St. Petersburg FL 33733-2749
You may vote at the Meeting, by proxy or in person, if you were a shareholder as
of the Record Date. To vote by proxy, mark the enclosed proxy ballot and return
it by mail in the enclosed envelope or by faxing it to the Trust at (281)
444-5929. You are entitled to one (1) vote for each full share held and
fractional votes for fractional shares held, on the Record Date, on any matter
submitted to a vote at the Meeting.
The presence, in person or by proxy, of shareholders holding at least a majority
of the shares entitled to vote is necessary to constitute a quorum at the
Meeting. If a quorum is not present at the Meeting, or if a quorum is present
but sufficient votes to approve any of the proposals are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote FOR any proposal in favor of such an adjournment, and
will vote those proxies required to be voted AGAINST any proposal against such
adjournment. A shareholder vote may be taken on one or more of the proposals in
this Proxy Statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.
Unless otherwise instructed, the proxies will vote FOR the election of the
nominees to the Board of Trustees and FOR the ratification of Tait, Weller &
Baker as the Fund's independent accountants.
7
<PAGE>
"Broker non-votes" and abstentions will be considered present for purposes of
determining the existence of a quorum and the number of shares represented at
the meeting, but are not votes for any proposal. Broker non-votes are shares
held in the name of the broker, but for which the broker indicates that
instructions have not been received from the beneficial owners or other persons
entitled to vote, and the broker does not have discretionary voting authority.
Accordingly, broker non-votes and abstentions will not be considered as votes
for or against Proposal I or II.
You may revoke your form of proxy by giving another proxy or by letter directed
to the Trust showing your name and account number. To be effective, such
revocation must be received prior to the Meeting. If you wish, you may cancel
any proxy previously given by attending the Meeting and voting by ballot at the
Meeting.
A COPY OF EACH FUND'S MOST RECENT ANNUAL REPORT, WHICH INCLUDES FINANCIAL AND
OTHER INFORMATION ABOUT THE FUND, WILL BE SUPPLIED WITHOUT COST TO ANY
SHAREHOLDER UPON REQUEST. SUCH REQUEST SHOULD BE DIRECTED TO MS. LOIS JUAREZ,
TREASURER, PAUZE FUNDS(TM), 14340 TORREY CHASE BOULEVARD, SUITE 170, HOUSTON,
TEXAS 77014, TELEPHONE NUMBER
1-800-327-7170.
SHAREHOLDER PROPOSALS
The Trust has not received any shareholder proposals to be considered for
presentation at the Meeting. Under the proxy rules of the Securities and
Exchange Commission, shareholder proposals may, under certain conditions, be
included in the Trust's proxy statement and proxy for a particular annual
meeting. Under these rules, proposals submitted for inclusion in the Trust's
proxy material must be received by the Trust a reasonable time before the
solicitation is made. The fact that the Trust receives a shareholder proposal in
a timely manner does not insure its inclusion in its proxy material because
there are other requirements in the proxy rules relating to such inclusion.
You should be aware that annual meetings of shareholders are not required as
long as there is no particular requirement under the Investment Company Act of
1940 which must be met by convening such a shareholder meeting. However, the
Trustees of the Trust serve on staggered terms such that the terms of three
Trustees expire every three years. Therefore, a shareholder meeting will be held
at least every three years to elect Trustees.
COST OF SOLICITATION
The cost of preparing and mailing this Proxy Statement, the accompanying Notice
of Special Meeting and Proxy and any additional material relating to the meeting
and the cost of soliciting proxies will be borne by the Trust. In addition to
solicitation by mail, the Trust will request banks, brokers, and other custodial
nominees and fiduciaries to supply proxy material to the beneficial owners of
shares of whom they have knowledge, and will reimburse them for their expenses
in so doing. Certain officers and employees of Pauze Swanson Capital Management
Co. may solicit proxies in person or by telephone, facsimile transmission or
mail, for which they will not receive any special compensation.
8
<PAGE>
OTHER MATTERS
THE TRUST'S BOARD OF TRUSTEES KNOWS OF NO OTHER MATTERS TO BE PRESENTED AT THE
MEETING OTHER THAN AS SET FORTH ABOVE. HOWEVER, IF ANY OTHER MATTERS PROPERLY
COME BEFORE THE MEETING, THE HOLDERS OF PROXIES WILL VOTE THE SHARES REPRESENTED
BY PROXIES ON SUCH MATTERS IN ACCORDANCE WITH THEIR JUDGMENT, AND DISCRETIONARY
AUTHORITY TO DO SO IS INCLUDED IN THE PROXIES.
By Order of the Board of Trustees
Patricia S. Dobson
Secretary
September 9, 1999
9
<PAGE>
PAUZE FUNDS(TM)
SPECIAL MEETING OF SHAREHOLDERS - OCTOBER 8, 1999
The undersigned shareholder of the Pauze Funds(TM) (the "Trust"), hereby
nominates, constitutes and appoints Stephen Pauze and Lois Juarez, and each of
them, the attorney, agent and proxy of the undersigned, with full powers of
substitution, to vote all the shares of the Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the Trust to be held
at 14340 Torrey Chase Blvd., Suite 170, Houston, Texas 77014, on Friday, October
8, 1999 at 10:00 am (CDT) and at any and all adjournments thereof, as fully and
with the same force and effect as the undersigned might or could do if
personally present as follows:
PROPOSAL 1. ELECTION OF TRUSTEES
To elect the three persons named below to serve until their successors are
elected and have qualified:
Patricia S. Dobson, Philip C. Pauze, Robert J. Pierce
|_| AUTHORITY GIVEN |_| AUTHORITY WITHHELD
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR SOME BUT NOT ALL OF THE
NOMINEES NAMED ABOVE, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN" AND YOU
SHOULD ENTER THE NAME(S) OF THE NOMINEE(S) WITH RESPECT TO WHOM YOU WISH TO
WITHHOLD AUTHORITY TO VOTE IN THE SPACE PROVIDED BELOW:
- --------------------------------------------------------------------------------
PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Ratification of the selection of Tait, Weller & Baker as independent
accountants of the Trust for the fiscal year ending April 30, 2000.
|_| FOR |_| AGAINST |_| ABSTAIN
THE BOARD OF TRUSTEES RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON PROPOSAL 1 AND
"FOR" ON PROPOSAL 2. THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF TRUSTEES UNLESS A CONTRARY INSTRUCTION IS
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTIONS. IN ALL OTHER MATTERS PRESENTED AT THE MEETING, IF ANY, THIS PROXY
SHALL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PROXY HOLDER.
__________________ DATED:______, 1999 ________________________________________
(Number of Shares) (Please Print Your Name)
________________________________________
(Signature of Shareholder)
________________________________________
(Please Print Your Name)
________________________________________
(Signature of Shareholder)
(Please date this proxy and sign your
name as it appears on the label.
Executors, administrators, trustees,
etc. should give their full titles. All
joint owners should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES AND MAY BE
REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE CORPORATE SECRETARY OF THE
TRUST AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER
DATE, OR BY APPEARING IN PERSON AND VOTING AT THE MEETING.
PLEASE MARK, SIGN, DATE AND MAIL OR FAX ((281) 444-5929) THIS PROXY PROMPTLY.
