PAUZE FUNDS
497, 1999-07-02
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PAUZE FUNDS(TM)
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------

       SUPPLEMENT DATED JULY 1, 1999, TO PROSPECTUS DATED DECEMBER 1, 1998

Effective July 1, 1999, Fund Services, Inc., d/b/a Champion Fund Services(TM) is
the Pauze Funds(TM) Administrator, Transfer Agent and Dividend Disbursing Agent,
replacing  Declaration  Service  Company;  and B. C.  Ziegler and Company is the
Distributor,  replacing Declaration  Distributors,  Inc. On and after that date,
all purchases,  redemptions and requests for information  should be addressed to
Champion  Fund  Services(TM)  at 14340 Torrey Chase Blvd.,  Suite 170,  Houston,
Texas 77014 or by calling (800)  327-7170.  The  information  below replaces the
comparable information in the applicable named sections of the Prospectus.

ADDRESS (FOR INFORMATION, SHAREHOLDER SERVICES & REQUESTS) (PAGE 1)
- -------------------------------------------------------------------
14340 Torrey
Chase Blvd.
Suite 170
Houston, Texas 77014

PAUZE U. S. GOVERNMENT TOTAL RETURN BOND FUND(TM) (PAGE 8)
- ----------------------------------------------------------
Effective  July 1, 1999, the Pauze U. S.  Government  Total Return Bond Fund(TM)
may also invest in securities  issued by U. S. Government  agencies that are not
secured  by the full  faith and  credit of the U. S.  Treasury,  and  repurchase
agreements  collateralized by such securities.  As a result,  the Fund no longer
has an  investment  policy to invest  exclusively  in debt  securities  that are
backed  by the full  faith and  credit  of the  United  States  Government.  The
appropriate  sections  under  "Investment  Objectives  and  Considerations"  are
modified accordingly.

HOW TO PURCHASE SHARES - BY MAIL (PAGE 13)
- ------------------------------------------
Send your  application  and check or money order,  made payable to the Fund,  to
P.O. Box 641367, Cincinnati, OH 45264-1367.

HOW TO REDEEM SHARES - BY MAIL (FIRST TWO SENTENCES) (PAGE 19)
- --------------------------------------------------------------
Send your  written  request  for  redemption  in proper  form to  Champion  Fund
Services(TM),  14340  Torrey  Chase  Blvd.,  Suite 170,  Houston,  Texas  77014.
(including express or registered mail)

THE ADMINISTRATOR (PAGE 23)
- ---------------------------
Fund Services,  Inc.,  d/b/a Champion Fund  Services(TM)  ("FSI"),  14340 Torrey
Chase Blvd., Suite 170, Houston, Texas 77014, under an Administration  Agreement
with the Trust dated July 1, 1999,  administers the affairs of the Trust. Philip
C. Pauze,  President of FSI, has been President and a Trustee of the Trust since
its  inception  in  1993.  Fund  Services,  Inc.  assumed   responsibilities  as
Administrator effective July 1, 1999.

Under the Administration  Agreement,  the Administrator,  subject to the overall
supervision and review of the Board of Trustees of the Trust, supervises parties
providing  services  to  the  Trust,  provides  the  Trust  with  office  space,
facilities  and business  equipment,  and provides the services of executive and
clerical   personnel   for   administering   the  affairs  of  the  Trust.   The
Administration  Agreement  provides  for the Trust to pay the  Administrator  an
annual fee of $145,000,  which is allocated among all of the funds of the Trust.
FSI also provides transfer agency,  dividend  disbursing and accounting services
to the Funds for which it receives  separate  compensation.  (All  references to
Declaration Service Company as Administrator, Transfer Agent and Dividend Paying
Agent are replaced with FSI)

THE DISTRIBUTOR (FIRST PARAGRAPH) (PAGE 23)
- -------------------------------------------
On July 1, 1999,  pursuant to the Fund's  Distribution  Plan,  the Trust entered
into a  Distribution  Agreement  with B. C.  Ziegler  and  Company  ("Ziegler"),
pursuant to which  Ziegler has agreed to act as the Trust's  agent in connection
with the distribution of Fund shares,  including acting as agent in states where
designated  agents  are  required,  reviewing  and filing  all  advertising  and
promotional  materials and  monitoring and reporting to the Board of Trustees on
Trust distribution  plans. For such services Ziegler will be paid a fixed annual
fee of $30,000.00, and will be reimbursed for expenses incurred on behalf of the
Trust.  The Advisor is committed to pay all sums, if any, that exceed the amount
allowed under the Fund's 12b-1 Plan.

(All  references to Declaration  Distributors,  Inc.  (DDI),  as Distributor are
replaced  with B. C.  Ziegler  and  Company,  215  North  Main St.,  West  Bend,
Wisconsin  53095.  B.  C.  Ziegler  and  Company  assumed   responsibilities  as
Distributor effective July 1, 1999.)

SHAREHOLDER SERVICES (FIRST PARAGRAPH) (PAGE 24)
- ------------------------------------------------
Fund  Services,  Inc.,  d/b/a  Champion Fund  Services(TM)  acts as transfer and
dividend  paying agent for all Fund accounts.  Simply write or call the Investor
Information Department at (800) 327-7170 for any questions about your account.

CUSTODIAN (PAGE 30)
- -------------------
Firstar Bank, N.A.
Change of name only from Star Bank, N.A. to Firstar Bank, N.A.

<PAGE>

PAUZE FUNDS(TM)
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------

       SUPPLEMENT DATED JULY 1, 1999, TO PROSPECTUS DATED DECEMBER 1, 1998

                                 No Load Shares

Effective July 1, 1999, Fund Services, Inc., d/b/a Champion Fund Services(TM) is
the Pauze Funds(TM) Administrator, Transfer Agent and Dividend Disbursing Agent,
replacing  Declaration  Service  Company;  and B. C.  Ziegler and Company is the
Distributor,  replacing Declaration  Distributors,  Inc. On and after that date,
all purchases,  redemptions and requests for information  should be addressed to
Champion  Fund  Services(TM)  at 14340 Torrey Chase Blvd.,  Suite 170,  Houston,
Texas 77014 or by calling (800)  327-7170.  The  information  below replaces the
comparable information in the applicable named sections of the Prospectus.

ADDRESS (FOR INFORMATION, SHAREHOLDER SERVICES & REQUESTS) (PAGE 1)
- -------------------------------------------------------------------
14340 Torrey
Chase Blvd.
Suite 170
Houston, Texas 77014

PAUZE U. S. GOVERNMENT TOTAL RETURN BOND FUND(TM) (PAGE 7)
- ----------------------------------------------------------
Effective  July 1, 1999, the Pauze U. S.  Government  Total Return Bond Fund(TM)
may also invest in securities  issued by U. S. Government  agencies that are not
secured  by the full  faith and  credit of the U. S.  Treasury,  and  repurchase
agreements  collateralized by such securities.  As a result,  the Fund no longer
has an  investment  policy to invest  exclusively  in debt  securities  that are
backed  by the full  faith and  credit  of the  United  States  Government.  The
appropriate  sections  under  "Investment  Objectives  and  Considerations"  are
modified accordingly.

HOW TO PURCHASE SHARES - BY MAIL (PAGE 13)
- ------------------------------------------
Send your application and check or money order,  made payable to the Fund, to P.
O. Box 641367, Cincinnati, OH 45264-1367.

HOW TO REDEEM SHARES - BY MAIL (FIRST TWO SENTENCES) (PAGE 17)
- --------------------------------------------------------------
Send your  written  request  for  redemption  in proper  form to  Champion  Fund
Services(TM),  14340  Torrey  Chase  Blvd.,  Suite 170,  Houston,  Texas  77014.
(including express or registered mail)

THE ADMINISTRATOR (PAGE 21)
- ---------------------------
Fund Services,  Inc.,  d/b/a Champion Fund  Services(TM)  ("FSI"),  14340 Torrey
Chase Blvd., Suite 170, Houston, Texas 77014, under an Administration  Agreement
with the Trust dated July 1, 1999,  administers the affairs of the Trust. Philip
C. Pauze,  President of FSI, has been President and a Trustee of the Trust since
its  inception  in  1993.  Fund  Services,  Inc.  assumed   responsibilities  as
Administrator effective July 1, 1999.

Under the Administration  Agreement,  the Administrator,  subject to the overall
supervision and review of the Board of Trustees of the Trust, supervises parties
providing  services  to  the  Trust,  provides  the  Trust  with  office  space,
facilities  and business  equipment,  and provides the services of executive and
clerical   personnel   for   administering   the  affairs  of  the  Trust.   The
Administration  Agreement  provides  for the Trust to pay the  Administrator  an
annual fee of $145,000,  which is allocated among all of the funds of the Trust.
FSI also provides transfer agency,  dividend  disbursing and accounting services
to the Funds for which it receives  separate  compensation.  (All  references to
Declaration Service Company as Administrator, Transfer Agent and Dividend Paying
Agent are replaced with FSI)

THE DISTRIBUTOR (FIRST PARAGRAPH) (PAGE 21)
- -------------------------------------------
On July 1, 1999,  pursuant to the Fund's  Distribution  Plan,  the Trust entered
into a  Distribution  Agreement  with B. C.  Ziegler  and  Company  ("Ziegler"),
pursuant to which  Ziegler has agreed to act as the Trust's  agent in connection
with the distribution of Fund shares,  including acting as agent in states where
designated  agents  are  required,  reviewing  and filing  all  advertising  and
promotional  materials and  monitoring and reporting to the Board of Trustees on
Trust distribution  plans. For such services Ziegler will be paid a fixed annual
fee of $30,000.00, and will be reimbursed for expenses incurred on behalf of the
Trust.  The Advisor is committed to pay all sums, if any, that exceed the amount
allowed under the Fund's 12b-1 Plan.

(All  references to Declaration  Distributors,  Inc.  (DDI),  as Distributor are
replaced  with B. C.  Ziegler  and  Company,  215  North  Main St.,  West  Bend,
Wisconsin  53095.  B.  C.  Ziegler  and  Company  assumed   responsibilities  as
Distributor effective July 1, 1999.)

SHAREHOLDER SERVICES (FIRST PARAGRAPH) (PAGE 22)
- ------------------------------------------------
Fund  Services,  Inc.,  d/b/a  Champion Fund  Services(TM)  acts as transfer and
dividend  paying agent for all Fund accounts.  Simply write or call the Investor
Information Department at (800) 327-7170 for any questions about your account.

CUSTODIAN (PAGE 30)
- -------------------
Firstar Bank, N.A.
Change of name only from Star Bank, N.A. to Firstar Bank, N.A.

<PAGE>

PAUZE FUNDS(TM)
PAUZE TOMBSTONE FUND(TM)
- --------------------------------------------------------------------------------

       SUPPLEMENT DATED JULY 1, 1999, TO PROSPECTUS DATED DECEMBER 1, 1998

Effective July 1, 1999, Fund Services, Inc., d/b/a Champion Fund Services(TM) is
the Pauze Funds(TM) Administrator, Transfer Agent and Dividend Disbursing Agent,
replacing  Declaration  Service  Company;  and B. C.  Ziegler and Company is the
Distributor,  replacing Declaration  Distributors,  Inc. On and after that date,
all purchases,  redemptions and requests for information  should be addressed to
Champion  Fund  Services(TM)  at 14340 Torrey Chase Blvd.,  Suite 170,  Houston,
Texas 77014 or by calling (800)  327-7170.  The  information  below replaces the
comparable information in the applicable named sections of the Prospectus.

ADDRESS FOR INFORMATION, SHAREHOLDER SERVICES AND REQUESTS) (PAGE 1)
- --------------------------------------------------------------------
14340 Torrey Chase Blvd.
Suite 170
Houston, Texas 77014

HOW TO PURCHASE SHARES (SECOND PARAGRAPH) (PAGE 10)
- ---------------------------------------------------
If you are  investing in this Fund for the first time you will need to set up an
account.   Your  financial  advisor  will  help  you  fill  out  and  submit  an
application.  You may also make a direct  initial  investment by completing  and
signing the investment  application,  which  accompanies  this  Prospectus,  and
mailing it, together with a check or money order made payable to Pauze Tombstone
Fund(TM), to Pauze Funds(TM), P. O. Box 641367, Cincinnati, OH 45264-1367.

WAIVERS OF THE SALES CHARGE FOR CLASS A SHARES (SECOND PARAGRAPH) (PAGE 13)
- ---------------------------------------------------------------------------
Sales charges do not apply to:
o    Current or retired board members,  officers or employees of the Fund,  Fund
     Services,  Inc., d/b/a Champion Fund  Services(TM)("Administrator"),  B. C.
     Ziegler and Company  ("Ziegler" or the  "Distributor") or their spouses and
     unmarried children under 21.
o    Current or retired  Pauze  Swanson  employees,  their spouses and unmarried
     children under 21.
o    Qualified  employee  benefit plans using a daily  transfer  record  keeping
     system offering participants daily access to Pauze Funds(TM).
o    Shareholders  who have at least $5 million  invested  in funds of the Pauze
     Funds(TM).  If the investment is redeemed in the first year after purchase,
     a CDSC of 1% will be charged on the redemption.
o    Purchases made with dividend and capital gain  distributions  from the load
     shares of another fund in the Pauze Funds(TM).
o    Broker/Dealers with dealer agreements with the Distributor,  and registered
     representatives of such entities.

HOW TO REDEEM SHARES - BY MAIL (SECOND PARAGRAPH) (PAGE 15)
- -----------------------------------------------------------
Send your  written  request  for  redemption  in proper  form to  Champion  Fund
Services(TM), 14340 Torrey Chase Blvd., Suite 170, Houston, Texas 77014.

SHAREHOLDER SERVICES (FIRST PARAGRAPH) (PAGE 18)
- ------------------------------------------------
Fund  Services,  Inc.,  d/b/a  Champion Fund  Services(TM)  acts as transfer and
dividend  paying agent for all Fund  accounts.  Simply wire or call the Investor
Information Department at (800) 327-7170 for any questions about your account.

THE ADMINISTRATOR (PAGE 21)
- ---------------------------
Fund Services, Inc., d/b/a Champion Fund Services(TM)  ("Administrator"),  14340
Torrey Chase Blvd.,  Suite 170,  Houston,  Texas 77014,  under an Administration
Agreement  with the Trust  dated July 1, 1999,  administers  the  affairs of the
Trust. Philip C. Pauze, President of the Administrator, has been President and a
Trustee of the Trust since its inception in 1993.  Fund Services,  Inc.  assumed
responsibilities as Administrator effective July 1, 1999.

Under the Administration  Agreement,  the Administrator,  subject to the overall
supervision and review of the Board of Trustees of the Trust, supervises parties
providing  services  to  the  Trust,  provides  the  Trust  with  office  space,
facilities  and business  equipment,  and provides the services of executive and
clerical personnel for administering the affairs of the Trust.

The Administration  Agreement provides for the Trust to pay the Administrator an
annual fee of $145,000,  which is allocated  among all of the funds of the Trust
pro rata based on their respective net assets. Fund Services, Inc. also provides
transfer agency,  dividend  disbursing and accounting  services to the Funds for
which it receives separate compensation.  (All references to Declaration Service
Company as Administrator,  Transfer Agent and Dividend Paying Agent are replaced
with Fund Services, Inc., d/b/a Champion Fund Services(TM))

THE DISTRIBUTOR (FIRST PARAGRAPH) (PAGE 22)
- -------------------------------------------
On July 1, 1999,  pursuant to the Fund's  Distribution  Plan,  the Trust entered
into a  Distribution  Agreement  with B. C.  Ziegler  and  Company  ("Ziegler"),
pursuant to which  Ziegler has agreed to act as the Trust's  agent in connection
with the distribution of Fund shares,  including acting as agent in states where
designated  agents  are  required,  reviewing  and filing  all  advertising  and
promotional  materials and  monitoring and reporting to the Board of Trustees on
Trust distribution  plans. For such services Ziegler will be paid a fixed annual
fee of $30,000.00, and will be reimbursed for expenses incurred on behalf of the
Trust.  The Advisor is committed to pay all sums, if any, that exceed the amount
allowed under the Fund's 12b-1 Plan.

(All  references to Declaration  Distributors,  Inc.  (DDI),  as Distributor are
replaced  with B. C.  Ziegler  and  Company,  215  North  Main St.,  West  Bend,
Wisconsin  53095.  B.  C.  Ziegler  and  Company  assumed   responsibilities  as
Distributor effective July 1, 1999.)

CUSTODIAN (PAGE 26)
- -------------------

Firstar Bank, N.A.
Change of name only from Star Bank, N.A. to Firstar Bank, N.A.



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