Filed with the Securities and Exchange Commission on June 27, 1997
1933 Act Registration File No. 333-14943
1940 Act File No. 811-7881
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __
Post-Effective Amendment No. 1 x
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3 x
(Check appropriate box or boxes.)
BRAZOS MUTUAL FUNDS
(Exact Name of Registrant as Specified in Charter)
5949 SHERRY LANE, SUITE 1560, DALLAS, TEXAS 75225
(Address of Principal Executive Offices) (Zip Code)
with a copy of communications to:
Audrey C. Talley, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Registrant's Telephone Number, including Area Code: (214) 365-5200
DAN L. HOCKENBROUGH, 5949 SHERRY LANE, SUITE 1560, DALLAS, TEXAS 75225
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: UPON EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT
It is proposed that this filing will become effective (check appropriate box)
x immediately upon filing pursuant to paragraph (b)
__ on ____ pursuant to paragraph (b)
__ 60 days after filing pursuant to paragraph (a)(1)
__ on ____ pursuant to paragraph (a)(1)
__ 75 days after filing pursuant to paragraph (a)(2)
__ on ____ pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
__ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933:
An indefinite number of securities is being registered under the Securities
Act of 1933 pursuant to Rule 24f-2 thereunder.
<PAGE>
CROSS-REFERENCE SHEET
Pursuant to Rule 481(a)
BRAZOS MUTUAL FUNDS
Items Required By Form N-1A
PART A - PROSPECTUS
Form N-1A
ITEM NUMBER LOCATION IN PROSPECTUS
- ----------- ----------------------
1. Cover Page Cover Page*
2. Synopsis Fund Expenses*; Prospectus
Summary*; Risk Factors*
3. Condensed Financial Information Financial Highlights**;
Performance Calculations*
4. General Description of Registrant Prospectus Summary*; Risk
Factors*; Investment
Objective*; Investment
Policies*; Other Investment
Policies*; Investment
Limitations*
5. Management of the Fund Prospectus Summary*;
Investment Adviser*;
Administrative Services*;
Portfolio Transactions*
5A. Management's Discussion of To be provided in
Fund Performance Registrant's Annual Report
to Shareholders
6. Capital Stock and other Securities Purchase of Shares*;
Dividends, Capital Gains
Distributions and Taxes*;
General Information*
7. Purchase of Securities Being Offered Purchase of Shares*;
Distributor*; Shareholder
Services*; Valuation of
Shares*
8. Redemption or Repurchase Redemption of Shares*;
Shareholder Services*
9. Legal Proceedings Not Applicable
* PREVIOUSLY FILED WITH THE REGISTRANT'S PRE-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT (FILED ON DECEMBER 16, 1996) AND INCORPORATED HEREIN BY
REFERENCE.
** FINANCIAL HIGHLIGHTS WITH RESPECT TO THE BRAZOS/JMIC SMALL CAP GROWTH
PORTFOLIO AND BRAZOS/JMIC REAL ESTATE SECURITIES PORTFOLIO ARE CONTAINED
HEREIN.
<PAGE>
CROSS-REFERENCE SHEET
Pursuant to Rule 481(a)
BRAZOS MUTUAL FUNDS
Items Required By Form N-1A
PART B - STATEMENT OF ADDITIONAL INFORMATION
FORM N-1A LOCATION IN STATEMENT
ITEM NUMBER OF ADDITIONAL INFORMATION
- ----------- -------------------------
10. Cover Page Cover Page*
11. Table of Contents Cover Page*; Table of
Contents*
12. General Information and History General Information*
13. Investment Objectives and Policies Investment Objectives and
Policies*; Investment
Limitations*
14. Management of the Registrant Management of the Fund*;
Investment Adviser*
15. Control Persons and Principal Management of the Fund*
Holders of Securities
16. Investment Advisory and Other Investment Adviser*
Services
17. Brokerage Allocation Portfolio Transactions*
18. Capital Stock and Other Securities General Information*
19. Purchase, Redemption and Pricing of Purchase of Shares*;
Securities Being Offered Redemption of Shares*;
Shareholder Services*
20. Tax Status General Information*
21. Underwriters Management of the Fund*
22. Calculation of Performance Data Performance Calculations*
23. Financial Statements Financial Statements
* PREVIOUSLY FILED WITH THE REGISTRANT'S PRE-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT (FILED ON DECEMBER 16, 1996) AND INCORPORATED HEREIN BY
REFERENCE.
<PAGE>
BRAZOS MUTUAL FUNDS
BRAZOS/JMIC Small Cap Growth Portfolio
Financial Highlights
The following tables include selected data for a share outstanding throughout
the period December 31, 1996 (Commencement of Operations) through May 31,1997.
The figures in this table are unaudited and should be read in conjunction with
the financial statements and notes thereto.
NET ASSET VALUE - BEGINNING OF PERIOD..... $10.00
------
INVESTMENT OPERATIONS:
Net investment loss..................... (0.01)
Net realized and unrealized gain on
investments.......................... 1.93
------
Total from investment operations.... 1.92
------
NET ASSET VALUE - END OF PERIOD.......... $11.92
======
TOTAL RETURN***.......................... 19.20%
Ratios (to average net assets)/
Supplemental Data Expenses +............ 1.35%**
Net investment income................... (0.41)%**
Portfolio turnover rate.................. 304.23%**
Average commission rate paid............. $0.0569
Net assets at end of period ($000 omitted) $18,332
* Unannualized.
** Annualized.
+ The Adviser has voluntarily agreed to waive a portion of its advisory
fees and to assume expenses otherswise payable by the Portfolio
(if necessary) in order to keep the annual expense ratio from exceeding
1.35% of its average daily net assets. In addition the Administrator,
Accounting Agent and Transfer Agent have agreed to waive a portion of
their fees. Without the assumption of and waivers of expenses the
annualized ratio of expenses to average daily net assets would have
been 3.45% for the period ended May 31, 1997.
Supplement dated June 27, 1997
to Prospectus dated December 31, 1996 following page 3.
<PAGE>
BRAZOS MUTUTAL FUNDS
BRAZOS/JMIC REAL ESTATE SECURITIES PORTFOLIO
Financial Highlights
December 31, 1996 (Commencement of Operations) through May 31, 1997.
The figures in this table are unaudited and should be read in conjunction
with the Funds financial statements and notes thereto.
NET ASSET VALUE - BEGINNING OF PERIOD.... $10.00
------
INVESTMENT OPERATIONS:
Net investment income................... 0.10
Net realized and unrealized gain on
investments.......................... 0.46
------
Total from investment operations..... 0.56
------
DISTRIBUTIONS:
From net investment income.............. (0.05)
NET ASSET VALUE - END OF PERIOD.......... $10.51
======
TOTAL RETURN***.......................... 5.60%
Ratios (to average net assets)
/Supplemental Data:
Expenses++.............................. 1.25%**
Net investment income................... 3.07%**
Portfolio turnover rate.................. 95.81%**
Average commission rate paid............. $0.0632
Net assets at end of period (000 omitted) $30,770
* Unannualized.
** Annualized.
+ The Adviser has voluntarily agreed to waive a portion of its advisory
fees and to assume expenses otherswise payable by the Portfolio
(if necessary) in order to keep the annual expense ratio from exceeding
1.25% of its average daily net assets. In addition the Administrator,
Accounting Agent and Transfer Agent have agreed to waive a portion of
their fees. Without the assumption of and waivers of expenses the
annualized ratio of expenses to average daily net assets would have been
2.61% for the period ended May 31, 1997.
Supplement dated June 27, 1997
to Prospectus dated December 31, 1996 following page 3.
<PAGE>
Financial Statements, for the period December 31, 1996 (Commencement of
Operations) to May 31, 1997
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
December 11, 1996 Financial Statements
Statement of Assets and Liabilities
Notes to Financial Statements
Report of Independent Accountants
<PAGE>
BRAZOS/JMIC SMALL CAP GROWTH PORTFOLIO
Schedule of Investments (Unaudited) May 31, 1997
MARKET VALUE
SHARES (NOTES 2)
------ ------------
COMMON STOCK - 96.9%
BASIC RESOURCES (NON-ENERGY) - 0.2%
Sinter Metals, Inc. (A Shares)*......... 1,000 $ 36,875
-----------
BUSINESS SERVICES - 8.9%
Abacus Direct Corp.*.................... 7,200 187,200
ABR Information Services, Inc.*......... 5,600 179,900
Airnet Systems, Inc. *.................. 5,600 94,500
CBT Group Plc*.......................... 5,900 321,550
Paychex, Inc............................ 9,150 336,262
Precision Response Corp.*............... 4,900 112,088
Sykes Enterprises, Inc.*................ 7,500 186,562
TeleTech Holdings, Inc.*................ 8,800 203,500
-----------
TOTAL BUSINESS SERVICES........................... 1,621,562
-----------
CONSUMER DURABLES - 7.5%
Furniture Brands International, Inc.*... 11,900 185,937
Herman Miller, Inc...................... 10,500 375,375
HON Industries, Inc..................... 6,500 315,250
International Multifoods Corp........... 7,000 197,750
SPX Corp................................ 4,900 292,163
-----------
TOTAL CONSUMER DURABLES........................... 1,366,475
-----------
CONSUMER MERCHANDISING - 10.2%
Action Performance Companies, Inc.*..... 5,500 132,344
Claire's Stores, Inc.................... 7,600 146,300
Coldwater Creek, Inc.*.................. 10,000 170,000
Cort Business Services Corp.*........... 12,800 355,200
Filene's Basement Corp.*................ 31,500 196,875
General Nutrition Companies, Inc.*...... 14,000 325,500
Global DirectMail Corp.*................ 5,500 130,625
Renters Choice, Inc.*................... 9,500 182,875
Westpoint Stevens, Inc.*................ 6,100 231,038
-----------
TOTAL CONSUMER MERCHANDISING...................... 1,870,757
-----------
CONSUMER SERVICES - 7.0%
Bristol Hotel Co.*...................... 3,100 113,925
Cellstar Corp.*......................... 3,000 107,625
DeVRY, INC.*............................ 10,100 279,012
Doubletree Corp.*....................... 4,700 210,325
FelCor Suite Hotels, Inc................ 1,700 63,325
Interstate Hotels Co.*.................. 2,000 52,500
Patriot American Hospitality, Inc....... 6,800 147,050
Prime Hospitality Corp.*................ 5,400 100,575
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS/JMIC SMALL CAP GROWTH PORTFOLIO
Schedule of Investments (Unaudited) - continued May 31, 1997
MARKET VALUE
SHARES (NOTES 2)
------ ------------
Sylvan Learning Systems, Inc.*.......... 5,700 $ 204,488
-----------
TOTAL CONSUMER SERVICES........................... 1,278,825
-----------
ELECTRONIC TECHNOLOGY - 10.0%
ADC Telecommunications, Inc.*........... 10,500 359,625
DuPont Photomasks, Inc.*................ 2,100 113,925
Etec Systems, Inc.*..................... 2,500 111,250
Plexus Corp.*........................... 3,600 135,900
Sanmina Corp.*.......................... 4,000 231,750
Tekelec*................................ 6,500 227,500
Unitrode Corp.*......................... 11,200 555,800
Waters Corp.*........................... 3,200 103,200
-----------
TOTAL ELECTRONIC TECHNOLOGY....................... 1,838,950
-----------
ENERGY - 10.2%
Barrett Resources Corp.*................ 4,400 147,400
BJ Services Co.*........................ 9,800 541,450
Nabors Industries, Inc.*................ 8,800 197,450
National-Oilwell, Inc.*................. 4,900 237,038
Newfield Exploration Co.*............... 13,700 294,550
Pogo Producing Co....................... 4,000 160,000
Smith International, Inc.*.............. 5,500 288,062
-----------
TOTAL ENERGY...................................... 1,865,950
-----------
FINANCIAL - 2.1%
FirstMerit Corp......................... 3,700 169,738
Peoples Heritage Financial Group, Inc... 1,800 59,625
Westamerica Bancorporation.............. 2,400 163,800
-----------
TOTAL FINANCIAL................................... 393,163
-----------
HEALTHCARE PRODUCTS - 3.0%
Jones Medical Industries, Inc........... 10,200 365,925
Serologicals Inc.*...................... 9,800 187,425
-----------
TOTAL HEALTHCARE PRODUCTS......................... 553,350
-----------
HEALTHCARE SERVICES - 4.4%
CRA Managed Care, Inc.*................. 1,000 45,750
National Surgery Centers, Inc.*......... 2,800 107,800
Occusystems, Inc.*...................... 2,200 57,750
PAREXEL International Corp.*............ 6,000 197,250
Teva Pharmaceutical Industries Ltd...... 5,000 300,000
United Wisconsin Services, Inc.......... 2,500 89,062
-----------
TOTAL HEALTHCARE SERVICES......................... 797,612
-----------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS/JMIC SMALL CAP GROWTH PORTFOLIO
Schedule of Investments (Unaudited) - continued May 31, 1997
MARKET VALUE
SHARES (NOTES 2)
------ ------------
MEDIA - 12.5%
Cinar Films, Inc.*...................... 11,800 $ 300,900
Clear Channel Communications, Inc.*..... 10,600 560,475
Heftel Broadcasting Corp. (A Shares)*... 4,800 237,600
Outdoor Systems, Inc.*.................. 15,200 503,500
TMP Worldwide, Inc.*.................... 8,100 162,000
Universal Outdoor Holdings, Inc.*....... 16,400 533,000
-----------
TOTAL MEDIA....................................... 2,297,475
-----------
TECHNOLOGY SERVICES/SOFTWARE - 18.6%
Affiliated Computer Services, Inc.*..... 7,600 201,400
Analysts International Corp............. 6,500 235,625
BDM Intl., Inc.*........................ 13,500 351,000
CIBER, Inc.*............................ 8,000 331,000
Complete Business Solutions, Inc.*...... 12,100 214,775
Computer Horizons Corp.*................ 4,500 250,875
Computer Task Group, Inc................ 1,700 103,913
Information Management Resources, Inc.*. 7,000 245,875
Keane, Inc.*............................ 9,300 524,288
National Instruments Corp.*............. 500 16,561
Pure Atria Corp.*....................... 26,400 422,400
SunGard Data Systems, Inc.*............. 6,600 280,500
U.S. Robotics Corp.*.................... 2,800 235,200
-----------
TOTAL TECHNOLOGY SERVICES/SOFTWARE................ 3,413,412
-----------
TRADITIONAL HEAVY INDUSTRY - 2.3%
TETRA Technologies, Inc.*............... 10,000 200,000
Watts Industries, Inc. (A Shares)....... 9,000 223,875
-----------
TOTAL TRADITIONAL HEAVY INDUSTRY.................. 423,875
-----------
TOTAL COMMON STOCK (COST $14,910,449)................. 17,758,281
-----------
MUTUAL FUNDS - 1.9%
Scudder Managed Cash Fund (Cost $357,000)...357,000 357,000
-----------
TOTAL INVESTMENTS (COST $15,267,449)+ - 98.8%.............. 18,115,281
-----------
OTHER ASSETS AND LIABILITIES, NET - 1.2%................... 216,482
-----------
NET ASSETS - 100.0%........................................ $ 18,331,763
-----------
*Non-income producing security.
+The cost for Federal income tax purposes. At May 31, 1997, net
unrealized appreciation was $2,847,832. This consisted of aggregate
gross unrealized appreciation in which there was an excess of market
value over tax cost of $3,035,604, and aggregate gross unrealized
depreciation for all securities in which there was an excess of tax
cost over market value of $187,772.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS/JMIC REAL ESTATE SECURITIES PORTFOLIO
Schedule of Investments (Unaudited) May 31, 1997
MARKET VALUE
SHARES (NOTES 2)
------ ------------
COMMON STOCK - 97.5%
APARTMENTS - 19.6%
Apartment Investment & Management Co.... 20,400 $ 568,650
Avalon Properties, Inc.................. 23,100 635,250
Bay Apartment Communities, Inc.......... 20,100 708,525
Camden Property Trust................... 11,800 346,625
Columbus Realty Trust................... 25,800 567,600
Equity Residential Properties Trust..... 9,800 463,050
Essex Property Trust, Inc............... 20,600 610,275
Gables Residential Trust................ 22,100 552,500
Irvine Apartment Communities............ 2,700 75,938
Post Properties, Inc.................... 3,900 155,025
Security Capital Atlantic, Inc.......... 20,700 452,812
Security Capital Pacific Trust.......... 13,400 298,150
Summit Properties, Inc.................. 30,100 605,762
-----------
6,040,162
-----------
HEALTHCARE - 4.3%
Alexandria Real Estate Equities, Inc.... 17,200 378,400
Healthcare Realty Trust, Inc............ 28,700 746,200
Omega Healthcare Investors, Inc......... 6,500 212,875
-----------
1,337,475
-----------
HOTELS - 12.3%
FelCor Suite Hotels, Inc................ 5,500 204,875
Host Marriott Corp. *................... 38,400 676,800
Innkeepers USA Trust.................... 50,700 709,800
Patriot American Hospitality, Inc....... 45,900 992,588
Prime Hospitality Corp.*................ 16,700 311,037
Starwood Lodging Trust.................. 23,400 871,650
-----------
3,766,750
-----------
INDUSTRIAL - 11.6%
Bedford Property Investors, Inc......... 31,800 596,250
CenterPoint Properties Corp............. 31,700 951,000
Liberty Property Trust.................. 21,200 508,800
Meridian Industrial Trust............... 27,300 627,900
Weeks Corp.............................. 28,500 897,750
-----------
3,581,700
-----------
MANUFACTURED HOMES - 3.2%
Chateau Communities, Inc................ 4,700 123,375
Manufactured Home Communities, Inc...... 12,900 283,800
Sun Communities, Inc.................... 17,700 577,463
-----------
984,638
-----------
<PAGE>
BRAZOS/JMIC REAL ESTATE SECURITIES PORTFOLIO
Schedule of Investments (Unaudited) - continued May 31, 1997
MARKET VALUE
SHARES (NOTES 2)
------ ------------
NET LEASE - 4.6%
Franchise Finance Corporation of America 27,600 $ 665,850
TriNet Corporate Realty Trust, Inc...... 22,800 746,700
-----------
1,412,550
-----------
OFFICE -25.3%
Arden Realty Group, Inc................. 26,200 677,925
Beacon Properties Corp.................. 32,000 992,000
Brandywine Realty Trust................. 25,800 522,450
Cali Realty Corp........................ 27,800 823,575
CarrAmerica Realty Corp................. 21,500 610,062
Cousins Properties, Inc................. 700 18,725
Duke Realty Investments, Inc............ 16,600 632,875
Great Lakes Reit, Inc................... 31,100 482,050
Highwoods Properties, Inc............... 39,600 1,197,900
Prentiss Properties Trust............... 43,200 1,015,200
Reckson Associates Realty Corp.......... 22,200 499,500
Spieker Properties, Inc................. 8,000 295,000
-----------
7,767,262
-----------
RETAIL - 8.0%
Bradley Real Estate, Inc................ 12,800 241,600
CBL & Associates Properties, Inc........ 29,600 703,000
Developers Diversified Realty Corp...... 3,900 145,275
Excel Realty Trust, Inc................. 5,200 134,550
JP Realty, Inc.......................... 17,500 452,812
Regency Realty Corp..................... 10,900 287,488
The Macerich Co......................... 18,400 496,800
-----------
2,461,525
-----------
STORAGE - 8.6%
Shurgard Storage Centers, Inc........... 10,700 299,600
Sovran Self Storage, Inc................ 23,700 687,300
Storage Trust Realty.................... 29,200 730,000
Storage USA, Inc........................ 24,100 918,813
-----------
2,635,713
-----------
TOTAL COMMON STOCK (COST $29,758,065)............. 29,987,775
-----------
MUTUAL FUNDS - 1.8%
Scudder Managed Cash Fund (COST $549,000) 549,000 549,000
-----------
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS/JMIC REAL ESTATE SECURITIES PORTFOLIO
Schedule of Investments (Unaudited) - continued May 31, 1997
MARKET VALUE
SHARES (NOTES 2)
------ ------------
U.S. TREASURY OBLIGATIONS - 1.6%
U.S. Treasury Bill, 4.27%, 06/05/97
(COST $499,781 500,000 $ 499,781
-----------
TOTAL INVESTMENTS (COST $30,806,846)+ - 100.9% 31,036,556
-----------
OTHER ASSETS AND LIABILITIES, NET - (0.9)%............ (266,145)
-----------
NET ASSETS - 100.0%................................... $ 30,770,411
-----------
*Non-income producing security.
+The cost for Federal income tax purposes. At May 31, 1997, net
unrealized appreciation was $229,710. This consisted of aggregate
gross unrealized appreciation in which there was an excess of market
value over tax cost of $682,681, and aggregate gross unrealized
depreciation for all securities in which there was an excess of tax
cost over market value of $452,971.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS MUTUAL FUNDS
Statement of Assets and Liabilities (Unaudited) May 31, 1997
SMALL CAP REAL ESTATE
GROWTH SECURITIES
PORTFOLIO PORTFOLIO
--------- ------------
ASSETS:
Investments in securities, at market
(identified cost$15,267,449 and $30,806,846,
respectively) (Note 2) .................... $18,115,281 $31,036,556
Cash....................................... 785 1,178
Receivable for investment securities sold.. 282,756 577,311
Receivable for Fund shares sold............ - 465,345
Dividends and interest receivable.......... 4,526 21,504
Deferred organization and offering costs
(Note 2)................................... 45,613 45,613
Due from Adviser........................... 1,723 -
Other assets............................... 2,191 2,191
----------- -----------
Total assets............................. 18,452,875 32,149,698
----------- -----------
LIABILITIES:
Payable for investment securities purchased 72,263 1,111,136
Payable for Fund shares redeemed........... - 200,000
Due to Adviser (Note 4).................... - 17,983
Other accrued expenses (Note 4)............ 48,849 50,168
----------- -----------
Total liabilities........................ 121,112 1,379,287
----------- -----------
Net Assets, at market value................ 18,331,763 30,770,411
=========== ===========
NET ASSETS CONSIST OF:
Capital paid in............................ $15,770,899 $30,267,233
Undistributed net investment income (loss). (15,517) 136,286
Accumulated net realized gain (loss)....... (271,451) 137,182
Net unrealized appreciation of investments. 2,847,832 229,710
----------- -----------
Net Assets, for 1,537,493 and 2,928,133
shares outstanding,respectively........... $18,331,763 $30,770,411
=========== ===========
NET ASSET VALUE, offering and redemption
price per share($18,331,763\1,537,493 and
$30,770,411\2,928,133 outstanding shares
of beneficial interest,no par value,
respectively).............................. $11.92 $10.51
====== ======
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS MUTUAL FUNDS
Statements of Operations for the Period December 31, 1996+ through May 31, 1997
(Unaudited)
SMALL CAP REAL ESTATE
GROWTH SECURITIES
PORTFOLIO PORTFOLIO
--------- ------------
INVESTMENT INCOME:
Dividends.................................. $ 9,646 $ 196,947
Interest................................... 25,678 52,059
---------- -----------
Total investment income ................. 35,324 249,006
---------- -----------
EXPENSES:
Advisory fee (Note 4)..................... 33,893 51,832
Administration fee (Note 4)............... 13,534 14,939
Accounting fee (Note 4)................... 18,740 18,740
Custodian fee (Note 4).................... 8,258 8,909
Transfer Agent fee (Note 4)............... 15,876 15,878
Trustees' fees and expenses (Note 4)...... 1,932 1,932
Amortization of organization and
offering expenses (Note 2).............. 15,737 15,737
Registration fees......................... 1,195 1,590
Reports to shareholders................... 6,684 6,689
Legal..................................... 5,117 5,117
Audit..................................... 6,987 6,987
Other.................................... 1,807 1,807
---------- -----------
Total expenses before fee waivers........ 129,760 150,157
Advisory fee waived (Note 4)............. (33,893) (51,832)
Administration fee waived (Note 4)....... (4,051) (4,051)
Accounting fee waived (Note 4)........... (5,610) (5,610)
Transfer agent fee waived (Note 4)....... (3,750) (3,750)
Reimbursement from Adviser (Note 4)... (31,615) (12,923)
----------- -----------
Total expenses, net................... 50,841 71,991
----------- -----------
Net investment income (loss)............. (15,517) 177,015
----------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investment
transactions............................. (271,451) 137,182
Net unrealized appreciation of
investments during the period........... 2,847,832 229,710
----------- -----------
Net gain on investments.................. 2,576,381 366,892
----------- -----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS:........................... $2,560,864 $543,907
=========== ===========
+ Commencement of Operations.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS MUTUAL FUNDS
Statement of Changes in Net Assets
SMALL CAP REAL ESTATE
GROWTH SECURITIES
PORTFOLIO PORTFOLIO
---------- -------------
FOR THE PERIOD DECEMBER 31, 1996+
Through May 31, 1997 (UNAUDITED)
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income (loss)............. $ (15,517) $ 177,015
Net realized gain (loss) on investment
transactions............................ (271,451) 137,182
Net unrealized appreciation
of investments during the period....... 2,847,832 229,710
----------- ------------
Net increase in net assets resulting
from operations........................ 2,560,864 543,907
----------- ------------
Distributions to shareholders from:
Net investment income ($0.00 and $0.05
per share, respectively)............. - (40,729)
----------- ------------
Increase in net assets from Fund share
transactions (Note 5).................... 15,720,899 30,217,233
----------- ------------
Total increase in net assets............. 18,281,763 30,720,411
NET ASSETS:
Beginning of period..................... 50,000 50,000
----------- ------------
End of period........................... $18,331,763 $30,770,411
=========== ============
+ Commencement of operations.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS MUTUAL FUNDS
Financial Highlights
The following tables include selected data for a share outstanding throughout
each period and other performance information derived from the financial
statements. They should be read in conjunction with the financial statements
and notes thereto.
FOR THE PERIOD DECMBER 31, 1996*
THROUGH MAY 31, 1997
(UNAUDITED)
--------------------------------
SMALL CAP GROWTH PORTFOLIO
NET ASSET VALUE - BEGINNING OF PERIOD..... $10.00
------
INVESTMENT OPERATIONS:
Net investment loss..................... (0.01)
Net realized and unrealized gain on
investments.......................... 1.93
------
Total from investment operations.... 1.92
------
NET ASSET VALUE - END OF PERIOD.......... $11.92
======
TOTAL RETURN***.......................... 19.20%
Ratios (to average net assets)/
Supplemental Data Expenses +............ 1.35%**
Net investment income................... (0.41)%**
Portfolio turnover rate.................. 304.23%**
Average commission rate paid............. $0.0569
Net assets at end of period ($000 omitted) $18,332
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS MUTUTAL FUNDS
Financial Highlights - continued
FOR THE PERIOD DECEMBER 31, 1996*
THROUGH MAY 31,1997
(UNAUDITED)
--------------------------------
REAL ESTATE SECURITIES PORTFOLIO
NET ASSET VALUE - BEGINNING OF PERIOD.... $10.00
------
INVESTMENT OPERATIONS:
Net investment income................... 0.10
Net realized and unrealized gain on
investments.......................... 0.46
------
Total from investment operations..... 0.56
------
DISTRIBUTIONS:
From net investment income.............. (0.05)
NET ASSET VALUE - END OF PERIOD.......... $10.51
======
TOTAL RETURN***.......................... 5.60%
Ratios (to average net assets)
/Supplemental Data:
Expenses++.............................. 1.25%**
Net investment income................... 3.07%**
Portfolio turnover rate.................. 95.81%**
Average commission rate paid............. $0.0632
Net assets at end of period (000 omitted) $30,770
* Commencement of operations.
** Annualized.
*** Unannualized.
+ The Adviser has voluntarily agreed to waive a portion of its advisory
fees and to assume expenses otherswise payable by the Portfolio (if
necessary) in order to keep the annual expense ratio from exceeding 1.35%
of its average daily net assets. In addition the Administrator,
Accounting Agent and Transfer Agent have agreed to waive a portion of
their fees. Without the assumption of and waivers of expenses the
annualized ratio of expenses to average daily net assets would have been
3.45% for the period ended May 31, 1997.
++ The Adviser has voluntarily agreed to waive a portion of its advisory
fees and to assume expenses otherswise payable by the Portfolio (if
necessary) in order to keep the annual expense ratio from exceeding 1.25%
of its average daily net assets. In addition the Administrator,
Accounting Agent and Transfer Agent have agreed to waive a portion of
their fees. Without the assumption of and waivers of expenses the
annualized ratio of expenses to average daily net assets would have been
2.61% for the period ended May 31, 1997.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
BRAZOS MUTUAL FUNDS
Notes to Financial Statements (Unaudited) May 3, 1997
1.DESCRIPTION OF THE FUND. The Brazos Mutual Funds (the "Fund" )
is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a diversified, open-end
management investment company established as a Delaware
business trust. The Declaration of Trust, dated October 28,
1996, permits the Trustees to establish separate series or
"Portfolios," each of which may issue separate classes of
shares. The authorized shares of beneficial interest of the
Fund are currently divided into two Portfolios, the
BRAZOS/JMIC Small Cap Growth Portfolio ("Small Cap Growth
Portfolio") and the BRAZOS/JMIC Real Estate Securities
Portfolio ("Real Estate Securities Portfolio")(each, a
"Portfolio" and collectively, the "Portfolios"). Each
Portfolio currently consists of a single class of shares. The
investment objective of the Small Cap Growth Portfolio is to
provide maximum capital appreciation, consistent with
reasonable risk to principal, by investing primarily in small
capitalization companies. The investment objective of the
Real Estate Securities Portfolio is to provide a balance of
income and appreciation (with reasonable risk to principal) by
investing primarily in equity securities of companies which
are principally engaged in the real estate industry.
Because the Real Estate Securities Portfolio may invest a
substantial portion of its assets in Real Estate Investment
Trusts ("REITs"), the Portfolio may also be subject to certain
risks associated with direct investments in REITs. REITs may
be affected by changes in the value of their underlying
properties and by defaults by borrowers or tenants.
Furthermore, REITs are dependent upon specialized management
skills, have limited diversification and are, therefore,
subject to risks inherent in financing a limited number of
projects. REITs depend generally on their ability to generate
cash flow to make distributions to shareholders, and certain
REITs have self-liquidation provisions by which mortgages held
may be paid in full and distributions of capital returns may
be made at any time. In addition, the performance of a REIT
may be affected by its failure to qualify for tax-free pass-
through of income under the Internal Revenue Code or its
failure to maintain exemption from registration under the 1940
Act.
2.SIGNIFICANT ACCOUNTING POLICIES. The following is a summary of
the significant accounting policies of the Fund:
SECURITY VALUATION. Each Portfolio's securities, except short-
term investments with remaining maturities of 60 days or less,
use the last quoted trading price as the market value. For
listed securities, the Portfolios use the price quoted by the
exchange on which the security is primarily traded. Unlisted
securities and listed securities which have not been traded on
the valuation date or for which market quotations are not
readily available are valued at the average between the last
price asked and the last price bid. Short-term investments
with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value, unless the
Fund's Board of Trustees determines that this does not
represent fair value. The value of all other securities is
determined in good faith under the direction of the Board of
Trustees.
<PAGE>
FEDERAL INCOME TAXES. Each Portfolio is treated as a separate
entity and intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of
1986 and to distribute all of its taxable income to its
shareholders. Therefore, no provision for federal income tax
is required.
The Portfolios are also subject to a nondeductible 4% excise tax
calculated as a percentage of certain undistributed amounts of
net investment income and net capital gains. The Portfolios
intend to distribute their net investment income and capital
gains as necessary to avoid this excise tax.
DISTRIBUTIONS TO SHAREHOLDERS. The Small Cap Growth Portfolio
will normally distribute substantially all of its net
investment income in an annual dividend. The Real Estate
Securities Portfolio will normally distribute substantially
all of its net investment income in quarterly dividends. Both
Portfolios will distribute any realized net capital gains
annually.
The Real Estate Securities Portfolio receives a majority of its
dividend income from REITs. For tax purposes, a portion of
these dividends may consist of capital gains and returns of
capital. Accordingly, the Portfolio's distributions to
shareholders may include a portion that may be a return of
capital received from the REITs, as well as a return of
capital attributed to distributions of other income for
financial reporting purposes. Distributions determined to be
returns of capital are not subject to current taxation. In
accordance with Statement of Position 93-2, Determination,
Disclosure and Financial Statement Presentation of Income,
Capital Gain and Return of Capital Distributions by Investment
Companies ("SOP"), distributions representing a return of
capital for tax purposes are charged to capital paid in.
DEFERRED ORGANIZATION AND OFFERING COSTS. Organizational costs
have been capitalized by the Fund and are being amortized over
sixty months commencing with operations. In the event any of
the initial shares of the Fund are redeemed by any holder
thereof during the period that the Fund is amortizing
organizational costs, the redemption proceeds payable to the
holder thereof by the Fund will be reduced by the unamortized
organizational costs in the same ratio as the number of
initial shares being redeemed bears to the number of initial
shares outstanding at the time of redemption. Offering costs,
including initial registration costs, have been deferred and
will be charged to expense during the Fund's first year of
operation.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS. The
preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
OTHER. Investment security transactions are accounted for on a
trade date basis. Each Portfolio uses the specific
identification method for determining realized gain and loss
on investments for both financial and federal income tax
reporting purposes.
<PAGE>
3.INVESTMENT SECURITIES. During the period ended May 31, 1997,
purchases and sales of investment securities (excluding short-
term investments) aggregated as follows:
<TABLE>
<CAPTION>
SMALL CAP GROWTH REAL ESTATE SECURITIES
PORTFOLIO PORTFOLIO
----------------- ---------------------
<S> <C> <C>
Purchases........ $ 25,101,940 $ 34,469,757
Sales............ 9,920,219 4,797,635
</TABLE>
4.ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES. The Fund,
on behalf of each Portfolio, employs John McStay Investment
Counsel (the "Adviser"), an investment counseling firm founded
in 1983, to furnish investment advisory and other services to
the Fund. Under an Investment Advisory Agreement with the
Fund, dated November 25, 1996, the Adviser manages the
investment and reinvestment of the assets of the Portfolios.
The Adviser must adhere to the stated investment objectives
and policies of the Portfolios, and is subject to the control
and supervision of the Fund's Board of Trustees. For its
services under the Advisory Agreement, the Fund pays the
Adviser a monthly fee at the annual rate of 0.90% of the
average daily net assets of each Portfolio. The Adviser has
voluntarily agreed to keep operating expenses for the Small
Cap Growth Portfolio and Real Estate Securities Portfolio
(excluding taxes, extraordinary expenses, brokerage
commissions and interest) from exceeding an annual rate of
1.35% and 1.25%, respectively, of each Portfolio's average
daily net assets. The Fund will not reimburse the Adviser for
any advisory fees that are waived or Portfolio expenses that
the Adviser may bear on behalf of a Portfolio.
The following table summarizes the advisory fees for the
period ended May 31, 1997:
<TABLE>
<CAPTION>
GROSS ADVISER ADVISER ADVISER
FEE FEE WAIVED REIMBURSEMENT
------------- ----------- -------------
<S> <C> <C> <C>
Small Cap Growth Portfolio.......... $33,893 $(33,893) $(31,615)
Real Estate Securities Portfolio.... 51,832 (51,832) (12,923)
</TABLE>
Rodney Square Management Corporation ("RSMC"), a wholly owned
subsidiary of Wilmington Trust Company ("WTC"), which is
wholly owned by Wilmington Trust Corporation, a publicly held
bank holding company, provides administration services to the
Fund. For administration services provided, RSMC receives an
annual administration fee from the Fund equal to the greater
of: (1) a minimum annual fee of $32,500 for each of the first
two single-class Portfolios plus $15,000 for any additional
Portfolio, or second or additional class of a Portfolio; or
(2) an asset-based fee, equal to a percentage of the average
daily net assets of the Fund, on a Fund-wide basis, according
to the following schedule: 0.15% of the first $50 million in
assets; plus 0.10% of assets between $50 million and $200
million; plus 0.07% of assets in excess of $200 million. Each
Portfolio shares in its pro-rata portion of the Fund's fee.
For the period ended May 31, 1997, RSMC fees for
administration services for the Small Cap Growth Portfolio and
Real Estate Securities Portfolio were $13,534 and $14,939,
respectively, of which $4,051 and $4,051, respectively, were
waived.
RSMC determines the net asset value per share of the Portfolios
and provides accounting services to the Portfolios. For
accounting services provided RSMC receives an annual fee of
$45,000 per Portfolio, plus an asset-based fee, equal to a
percentage of the average daily net assets of each Portfolio,
according to the following schedule: 0.03% of assets between
$50 million and $100 million; plus 0.02% of assets in excess
of $100 million. For the period ended May 31, 1997, RSMC fees
for accounting services for the Small Cap Growth Portfolio and
Real Estate Securities Portfolio were $18,740 per Portfolio,
of which $5,610 per Portfolio was waived.
RSMC also serves as Transfer and Dividend Paying Agent for the
Fund pursuant to a Transfer Agent Agreement with the Fund,
dated December 31, 1996. WTC serves as Custodian of the
assets of the Fund.
Pursuant to a Distribution Agreement with the Fund dated December
31, 1996, Rodney Square Distributors, Inc. ("RSD"), a wholly-
owned subsidiary of WTC, assists in securing purchasers for
shares of the Fund. RSD also directly, or through its
affiliates, provides investor support services. RSD receives
no compensation for distribution of shares of the Fund, except
for reimbursement of out-of-pocket expenses.
Certain trustees and officers of the Fund are also officers of
the Fund's Investment Adviser. Such trustees and officers are
paid no fees by the Fund for serving as trustees or officers
of the Fund.
5.FUND SHARES. At May 31, 1997, there were an unlimited number
of shares of beneficial interest, no par value, authorized.
The following table summarizes the activity in shares of each
Portfolio:
FOR THE PERIOD DECEMBER 31, 1996+
THROUGH MAY 31, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
SMALL CAP REAL ESTATE
GROWTH PORFOLIO SECURITIES PORTFOLIO
--------------- --------------------
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
<S> <C> <C> <C> <C>
Shares sold.............. 1,602,113 $16,440,937 3,037,492 $31,377,401
Shares issued to
shareholders in
reinvestment of
distributions............ - - 3,780 39,844
Shares redeemed.......... (69,620) (720,038) (118,139) (1,200,012)
--------- ----------- -------- ----------
Net increase............. 1,532,493 $15,720,899 2,923,133 $30,217,233
=========== ===========
Shares outstanding:
Beginning of period...... 5,000 5,000
--------- ---------
End of period............ 1,537,493 2,928,133
========= =========
</TABLE>
<FOOTNOTE>
+Commencement of Operations.
</FOOTNOTE>
<PAGE>
BRAZOS MUTUAL FUNDS
FORM N-1A
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial statements:
Included in Part A of this Registration Statement:
Financial Highlights for the period December 31, 1996
(Commencement of Operations) to May 31, 1997.
Included in Part B of this Registration Statement:
Financial Statements, for the period December 31, 1996 (Commencement of
Operations) to May 31, 1997
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
December 11, 1996 Financial Statements
Statement of Assets and Liabilities
Notes to Financial Statements
Report of Independent Accountants
(b) Exhibits:
(1) (a) Certificate of Trust*
(b) Agreement and Declaration of Trust**
(2) Bylaws**
(3) Not Applicable
(4) Not Applicable
(5) Investment Advisory Contract**
(6) Underwriting Contract and Selected Dealer Agreement***
(7) Not Applicable
(8) Custodian Agreement***
(9) Administration Agreement***, Transfer Agency Agreement*** and Accounting
Services Agreement***
(10) Opinion and Consent of Counsel (to be filed with 24f-2 Notice)
(11) Consent of Independent Accountant
(12) Not Applicable
(13) Subscription Agreement***
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Financial Data Schedule
(18) Not Applicable
(19) Powers of Attorney***
*Previously filed with the SEC on Form N-1A on October 29, 1996 and
incorporated herein by reference.
<PAGE>
Item 24. (continued)
**Previously filed with Pre-Effective Amendment No. 1 to registration
statement on December 2, 1996 and incorporated herein by reference.
*** Previously filed with Pre-Effective Amendment No. 2 to registration
statement on December 16, 1996 and incorporated herein by reference.
Item 25. Persons Controlled by or Under Common Control with Registrant
Registrant is not controlled by or under common control with any
person.
Item 26. Number of Holders of Securities
NUMBER OF RECORD HOLDERS
TITLE OF SERIES AS OF MAY 31, 1997
--------------- ------------------------
Shares of Beneficial Interests of:
BRAZOS/JMIC Small Cap Growth Portfolio 108
BRAZOS/JMIC Real Estate Securities Portfolio 100
Item 27. Indemnification
Reference is made to Article VII of Registrant's Agreement and
Declaration of Trust, which is incorporated herein by reference.
Registrant hereby also makes the undertaking consistent with Rule
484 under the Securities Act of 1933, as amended.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Item 28. Business and Other Connections of Investment Adviser
Reference is made to the caption "Investment Adviser" in the
Prospectuses constituting Part A of this Registration Statement
and "Investment Adviser" in Part B of this Registration
<PAGE>
Statement. The information required by this Item 28 with respect
to each director, officer, or partner of the investment adviser
of the Registrant is incorporated by reference to the Form ADV
filed by the investment adviser listed below with the Securities
and Exchange Commission pursuant to the Investment Advisers Act
of 1940, as amended, on the date and under the File number
indicated:
John McStay Investment Counsel 3-31-96 SEC File No. 801-
20244
Item 29. Principal Underwriters
(a) Investment Companies for which Rodney Square Distributors,
Inc. also acts as principal underwriter:
The Rodney Square Fund
The Rodney Square Multi-Manager Fund
The Rodney Square Strategic Fixed-Income Fund
The Rodney Square Tax-Exempt Fund
Heitman Real Estate Fund
The HomeState Group
Kalmar Pooled Investment Trust
Kiewit Mutual Fund
1838 Investment Advisors Funds
The Olstein Funds
(b) Reference is made to the caption "Distributor" in the
Prospectuses constituting Part A of this Registration
Statement. The information required by this Item 29 with
respect to each director of the underwriter is incorporated by
reference to the Form BD filed by the Underwriter with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended under the File Number indicated:
Rodney Square Distributors, Inc. SEC File No. 8-37006
Item 30. Location of Accounts and Records
The books, accounts and other documents required by Section 31(a)
under the Investment Company Act of 1940, as amended, and the rules
promulgated thereunder will be maintained in the physical possession
of the Registrant, the Registrant's Adviser, the Registrant's
Transfer and Administrative Agent: Rodney Square Management
Corporation, and the Registrant's Custodian Bank: Wilmington Trust
Company.
Item 31. Management Services
Not Applicable.
<PAGE>
Item 32. Undertakings
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
Registrant hereby undertakes to call a meeting of shareholders for
the purpose of voting upon the question of the removal of a Trustee
or Trustees when requested in writing to do so by the holders of at
least 10% of the Registrant's outstanding shares and in connection
with such meeting to comply with the provisions of Section 16(c) of
the Investment Company Act of 1940, as amended, relating to
shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Brazos Mutual Funds, certifies
that this Post-Effective Amendment No. 1 to its Registration Statement meets
all of the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933 and the Registrant further certifies that it has duly
caused this Post-Effective Amendment No. 1 to its Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City
of Dallas, and State of Texas on the 27th day of June, 1997.
BRAZOS MUTUAL FUNDS
-------------------------------
Registrant
By/S/ DANIEL HOCKENBROUGH*
-------------------------------
Daniel Hockenbrough
President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed below
by the following persons in the capacities and on the date indicated.
/S/ DANIEL HOCKENBROUGH* Trustee, June 27, 1997
Daniel Hockenbrough Chief Executive and
Financial Officer
/S/ JOHN H. MASSEY* Trustee June 27, 1997
John H. Massey
/S/ DAVID M. REICHERT* Trustee June 27, 1997
David M. Reichert
*Pursuant to authority granted in a Power of Attorney
By: /S/ AUDREY C. TALLEY
Audrey C. Talley
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Item 24(b) Exhibits
11. Consent of Independent Accountants
17. Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
BRAZOS/JMIC SMALL CAP GROWTH PORTFOLIO
</LEGEND>
<CIK>0001025870
<NAME> BRAZOS/JMIC SMALL CAP GROWTH PORTFOLIO
<SERIES>
<NUMBER> 1
<NAME> BRAZOS/JMIC SMALL CAP GROWTH PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> DEC-31-1996
<PERIOD-END> MAY-31-1997
<INVESTMENTS-AT-COST> 15,267
<INVESTMENTS-AT-VALUE> 18,115
<RECEIVABLES> 287
<ASSETS-OTHER> 51
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 18,453
<PAYABLE-FOR-SECURITIES> 72
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 49
<TOTAL-LIABILITIES> 121
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15,771
<SHARES-COMMON-STOCK> 1,537
<SHARES-COMMON-PRIOR> 5
<ACCUMULATED-NII-CURRENT> (16)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (271)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,848
<NET-ASSETS> 18,332
<DIVIDEND-INCOME> 10
<INTEREST-INCOME> 25
<OTHER-INCOME> 0
<EXPENSES-NET> 51
<NET-INVESTMENT-INCOME> (16)
<REALIZED-GAINS-CURRENT> (271)
<APPREC-INCREASE-CURRENT> 2,848
<NET-CHANGE-FROM-OPS> 2,561
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,602
<NUMBER-OF-SHARES-REDEEMED> (70)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 18,282
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 34
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 130
<AVERAGE-NET-ASSETS> 9,043
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 1.93
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.92
<EXPENSE-RATIO> 1.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
BRAZOS/JMIC REAL ESTATE SECURITIES PORTFOLIO
</LEGEND>
<CIK>0001025870
<NAME> BRAZOS/JMIC REAL ESTATE SECURITIES PORTFOLIO
<SERIES>
<NUMBER> 2
<NAME> BRAZOS/JMIC REAL ESTATE SECURITIES PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> DEC-31-1996
<PERIOD-END> MAY-31-1997
<INVESTMENTS-AT-COST> 30,807
<INVESTMENTS-AT-VALUE> 31,037
<RECEIVABLES> 1,064
<ASSETS-OTHER> 48
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 32,149
<PAYABLE-FOR-SECURITIES> 1,111
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 268
<TOTAL-LIABILITIES> 1,379
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,267
<SHARES-COMMON-STOCK> 2,298
<SHARES-COMMON-PRIOR> 5
<ACCUMULATED-NII-CURRENT> 136
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 137
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 230
<NET-ASSETS> 30,770
<DIVIDEND-INCOME> 197
<INTEREST-INCOME> 52
<OTHER-INCOME> 0
<EXPENSES-NET> 72
<NET-INVESTMENT-INCOME> 177
<REALIZED-GAINS-CURRENT> 137
<APPREC-INCREASE-CURRENT> 230
<NET-CHANGE-FROM-OPS> 544
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (41)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,037
<NUMBER-OF-SHARES-REDEEMED> (118)
<SHARES-REINVESTED> 4
<NET-CHANGE-IN-ASSETS> 30,720
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 52
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 150
<AVERAGE-NET-ASSETS> 13,830
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 0.46
<PER-SHARE-DIVIDEND> (0.05)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.51
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
Exhibit 24(b)(11)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of our report dated December 16, 1996 on our audit
of the Statement of Assets and Liabilities of Brazos Mutual Funds as of
December 11, 1996 with respect to this Post-Effective Amendment No. 1 to the
Registration Statement (No. 333-14943) under the Securities Act of 1933 on Form
N-1A. We also consent to the reference to our Firm under the headings
"Independent Accountants" and "Reports" in the Prospectuses.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 25, 1997
