BRAZOS MUTUAL FUNDS
BRAZOS MICRO CAP GROWTH, SMALL CAP GROWTH, REAL ESTATE SECURITIES AND
GROWTH PORTFOLIOS
(CLASS Y SHARES)
Supplement to the Prospectus dated February 12, 1999
The following is added after the first paragraph under the heading "OTHER
PURCHASE INFORMATION" on page 22 of the Prospectus:
Shares of the Portfolios may be purchased by customers of
broker-dealers or other financial intermediaries ("Service Agents") which deal
with the Fund on behalf of their customers. Service Agents may impose additional
or different conditions on the purchase or redemption of shares of the
Portfolios and may charge transaction or other account fees. Each Service Agent
is responsible for transmitting to its customers a schedule of any such fees and
information regarding any additional or different purchase and redemption
conditions. Shareholders who are customers of Service Agents should consult
their Service Agent for information regarding these fees and conditions. Amounts
paid to Service Agents may include transaction fees and/or service fees paid by
the Fund from the Fund assets attributable to the Service Agent, and which would
not be imposed if shares of the Portfolios were purchased directly from the Fund
or the Distributor. The Service Agents may provide shareholder services to their
customers that are not available to a shareholder dealing directly with the
Fund. A salesperson and any other person entitled to receive compensation for
selling or servicing shares of the Portfolios may receive different compensation
with respect to one particular class of shares over another in the Fund.
Service Agents, or if applicable, their designees, that have entered
into agreements with the Fund or its agent, may enter confirmed purchase or
redemption orders on behalf of clients and customers, with payment to follow no
later than the Portfolios' pricing on the following business day. If payment is
not received by the Fund's Transfer Agent by such time, the Service Agent could
be held liable for resulting fees or losses. A Portfolio may be deemed to have
received a purchase or redemption order when a Service Agent, or, if applicable,
its authorized designee, accepts the order. Orders received by the Fund in
proper form will be priced at each Portfolio's net asset value next computed
after they are accepted by the Service Agent or its authorized designee. Service
Agents are responsible to their customers and the Fund for timely transmission
of all subscription and redemption requests, investment information,
documentation and money.
DATED: November 16, 1999
