BRAZOS MUTUAL FUNDS
497, 1997-10-21
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BRAZOS MUTUAL FUNDS
BRAZOS/JMIC Real Estate Securities Portfolio
Supplement to the prospectus dated December 31, 1997
Supplement dated October 20, 1997

The "Prospectus Summary", page 4, is amended to read as follows:

DIVIDENDS AND DISTRIBUTIONS
The Portfolio will distribute substantially all of its net
investment income and long-term capital gains at least annually,
and may distribute net investment income and other capital gains
during interim periods when the management of the Portfolio
determines that it is in the interests of the Portfolio and the
shareholders to do so.  It is not anticipated that distributions
will be made more frequently than quarterly.  Distributions will
automatically be reinvested in Portfolio shares unless an
investor elects to receive cash distributions.  See "DIVIDENDS,
CAPITAL GAINS DISTRIBUTIONS AND TAXES."

"Dividends and Capital Gains Distribution", page 18, is amended
to read as follows:

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Portfolio will distribute annually to shareholders
substantially all of its net investment income, together with any
net realized long-term capital gains.  The Portfolio may
distribute net investment income and other capital gains during
interim periods when the management of the Portfolio determines
that it is in the best interests of the Portfolio and the
shareholders to do so.  It is not anticipated that distributions
of net investment income and other capital gains will be made
more often than quarterly.  Dividends paid shortly after the
purchase of shares by an investor, although in effect a return of
capital, are taxable to shareholders.  The Portfolio's dividends
and capital gains distributions will automatically be reinvested
in additional shares of the Portfolio unless the Fund is notified
in writing that the shareholder elects to receive distributions
in cash.

If a shareholder has elected to receive dividends and/or capital
gain distributions in cash and the postal or other delivery
service is unable to deliver checks to the shareholder's address
of record, such shareholder's distribution option will
automatically be converted to having all dividend and other
distributions reinvested in additional shares.  No interest will
accrue on amounts represented by uncashed distribution or
redemption checks.


BRAZOS MUTUAL FUNDS
BRAZOS/JMIC Real Estate Securities Portfolio
Supplement to the statement of additional information
dated December 31, 1997
Supplement dated October 20, 1997

"Dividends and Capital Gains Distributions," page 18, is amended
to read as follows:

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute at least annually,
substantially all of the Portfolio's net investment income, if
any, together with any net realized long-term capital gains in
the amount and at the times that will avoid both income
(including capital gains) taxes incurred and the imposition of
the Federal excise tax on undistributed income and capital gains. 
The Fund may distribute the Portfolio's net investment income and
other capital gains at interim periods.  The amounts of any
income dividends or capital gains distributions cannot be
predicted.  See discussion under "Dividends, Capital Gains
Distributions and Taxes" in the Prospectus.

Any dividend or distribution paid shortly after the purchase of
shares of the Portfolio by an investor may have the effect of
reducing the per share net asset value of the Portfolio by the
per share amount of the dividend or distribution.  Furthermore,
such dividends or distributions, although in effect a return of
capital, are subject to income taxes as set forth in the
Prospectus.

As set forth in the Prospectus, unless the shareholder elects
otherwise in writing, all dividend and capital gains
distributions are automatically received in additional shares of
the respective Portfolio of the Fund at net asset value (as of
the business day following the record date).  This will remain in
effect until the Fund is notified by the shareholder in writing
at least three days prior to the record date that either the
Income Option (income dividends in cash and capital gains
distributions in additional shares at net asset value) or the
Cash Option (both income dividends and capital gains
distributions in cash) has been elected.  An account statement is
sent to shareholders whenever an income dividend or capital gains
distribution is paid.

If a shareholder has elected to receive dividends and/or capital
gains distributions in cash and the postal or other delivery
service is unable to deliver checks to the shareholder's address
of record, such shareholder's distribution option will
automatically be converted to having all dividend and other
distributions reinvested in additional shares.  No interest will
accrue on amounts represented by uncashed distribution or
redemption checks.

Each Portfolio of the Fund will be treated as a separate entity
(and hence as a separate "regulated investment company") for
Federal tax purposes.  Any net capital gains recognized by the
Portfolio will be distributed to its investors without need to
offset (for Federal income tax purposes) such gains against any
net capital losses of another Portfolio.


BRAZOS MUTUAL FUNDS
BRAZOS/JMIC Small Cap Growth Portfolio
Supplement to the prospectus dated December 31, 1997
Supplement dated October 20, 1997

The "Prospectus Summary," page 4, is amended to read as follows:

DIVIDENDS AND DISTRIBUTIONS
The Portfolio will distribute substantially all of its net
investment income and long-term capital gains at least annually,
and may distribute net investment income and other capital gains
during interim periods when the management of the Portfolio
determines that it is in the interests of the Portfolio and the
shareholders to do so.  It is not anticipated that distributions
will be made more frequently than quarterly.  Distributions will
automatically be reinvested in Portfolio shares unless an
investor elects to receive cash distributions.  See "DIVIDENDS,
CAPITAL GAINS DISTRIBUTIONS AND TAXES."

"Dividends and Capital Gains Distribution", page 17, is amended
to read as follows:

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Portfolio will distribute annually to shareholders
substantially all of its net investment income, together with any
net realized long-term capital gains.  The Portfolio may
distribute net investment income and other capital gains during
interim periods when the management of the Portfolio determines
that it is in the best interests of the Portfolio and the
shareholders to do so.  It is not anticipated that distributions
of net investment income and other capital gains will be made
more often than quarterly.  Dividends paid shortly after the
purchase of shares by an investor, although in effect a return of
capital, are taxable to shareholders.  The Portfolio's dividends
and capital gains distributions will automatically be reinvested
in additional shares of the Portfolio unless the Fund is notified
in writing that the shareholder elects to receive distributions
in cash.

If a shareholder has elected to receive dividends and/or capital
gain distributions in cash and the postal or other delivery
service is unable to deliver checks to the shareholder's address
of record, such shareholder's distribution option will
automatically be converted to having all dividend and other
distributions reinvested in additional shares.  No interest will
accrue on amounts represented by uncashed distribution or
redemption checks.


BRAZOS MUTUAL FUNDS
BRAZOS/JMIC Small Cap Growth Portfolio
Supplement to the statement of additional information
dated December 31, 1997
Supplement dated October 20, 1997

"Dividends and Capital Gains Distributions," page 17, is amended
to read as follows:

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute at least annually,
substantially all of the Portfolio's net investment income, if
any, together with any net realized long-term capital gains in
the amount and at the times that will avoid both income
(including capital gains) taxes incurred and the imposition of
the Federal excise tax on undistributed income and capital gains. 
The Fund may distribute the Portfolio's net investment income and
other capital gains at interim periods.  The amounts of any
income dividends or capital gains distributions cannot be
predicted.  See discussion under "Dividends, Capital Gains
Distributions and Taxes" in the Prospectus.

Any dividend or distribution paid shortly after the purchase of
shares of the Portfolio by an investor may have the effect of
reducing the per share net asset value of the Portfolio by the
per share amount of the dividend or distribution.  Furthermore,
such dividends or distributions, although in effect a return of
capital, are subject to income taxes as set forth in the
Prospectus.

As set forth in the Prospectus, unless the shareholder elects
otherwise in writing, all dividend and capital gains
distributions are automatically received in additional shares of
the respective Portfolio of the Fund at net asset value (as of
the business day following the record date).  This will remain in
effect until the Fund is notified by the shareholder in writing
at least three days prior to the record date that either the
Income Option (income dividends in cash and capital gains
distributions in additional shares at net asset value) or the
Cash Option (both income dividends and capital gains
distributions in cash) has been elected.  An account statement is
sent to shareholders whenever an income dividend or capital gains
distribution is paid.

If a shareholder has elected to receive dividends and/or capital
gains distributions in cash and the postal or other delivery
service is unable to deliver checks to the shareholder's address
of record, such shareholder's distribution option will
automatically be converted to having all dividend and other
distributions reinvested in additional shares.  No interest will
accrue on amounts represented by uncashed distribution or
redemption checks.

Each Portfolio of the Fund will be treated as a separate entity
(and hence as a separate "regulated investment company") for
Federal tax purposes.  Any net capital gains recognized by the
Portfolio will be distributed to its investors without need to
offset (for Federal income tax purposes) such gains against any
net capital losses of another Portfolio.



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