PAUZE FUNDS
485APOS, EX-99.23.I.II, 2001-01-16
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                                                                   EX-99.23.i.ii

                 LYNCH, BREWER, HOFFMAN & SANDS, LLP LETTERHEAD

                                January 12, 2001

Pauze Funds
14340 Torrey Chase Boulevard, Suite 170
Houston, TX 77014

Ladies and Gentlemen:

     We hereby  consent to the  incorporation  by reference of our opinion dated
July 2, 1999, which was attached as Exhibit Number 2 to Post Effective Amendment
Number 14 to the  Registration  Statement on Form N-1A filed by Pauze  Funds,  a
Massachusetts  business  trust,  in Post Effective  Amendment  Number 18 to such
Registration Statement.

                                        Very truly yours,

                                        /s/

                                        LYNCH, BREWER, HOFFMAN, & SANDS, LLP



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