BRAZOS MUTUAL FUNDS
497, 1999-07-15
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                              Brazos Mutual Funds

    Supplement dated July 15, 1999 to the Prospectus dated February 12, 1999

     On June 30, 1999, John McStay Investment Counsel, L.P. ("JMIC"), which acts
as the investment adviser to each portfolio of Brazos Mutual Funds (the
"Trust"), reorganized as a Delaware limited liability company ("New JMIC") and
completed the sale of an 80% managing membership interest in New JMIC to
American International Group, Inc. ("AIG") resulting in New JMIC becoming a
majority owned indirect subsidiary of AIG and minority owned by the employees of
New JMIC (the "Transaction").  In connection therewith, on June 25, 1999,
shareholders of each Portfolio of the Trust approved new investment advisory and
management agreements with New JMIC and also approved changing the fundamental
investment restrictions relating to the ability to engage in borrowing and
lending transactions with respect to each Portfolio.  Although the investment
advisory fee waivers will no longer be in place, the fees will not exceed the
expense caps currently in place for each Portfolio due to a voluntary expense
reimbursement by New JMIC or its affiliates.

     The following language is added to "Purchase of Shares" on page 20 of the
Prospectus:

     Effective September 15, 1999, initial investments in the shares of the
Portfolios offered in this Prospectus must be at least $1,000,000, and
subsequent minimum investments must be at least $1,000, except for the Brazos
Micro Cap Growth Portfolio which has a minimum investment of $50,000. Shares
may be purchased and subsequent investments may be made without being subject to
the minimum or subsequent investment limitations at the discretion of the
officers of the Trust.

     Shares may be purchased and subsequent investments may be made by
principals, officers, associates and employees of the Trust and its affiliates,
their families and their business or personal associates, either directly or
through their individual retirement accounts, and by any New JMIC pension or
profit-sharing plan, without being subject to the minimum or subsequent
investment limitations.



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