BRAZOS MUTUAL FUNDS
Supplement to the Prospectus dated March 29, 2000
(Class A, B and II Shares)
The following items reflect changes to the Class B shares of the Small Cap
Portfolio and Real Estate Securities Portfolio (each a "Portfolio,"
collectively, the "Portfolios"):
The Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed),
applicable to Class B shares of each Portfolio, as set forth on page 4 of the
Prospectus, has been changed to 5.00%.
*********
References to the cost of investing in Class B shares of each Portfolio, as
indicated in the section entitled "EXAMPLE" on page 5 of the Prospectus, should
be replaced with the following:
If you redeemed your investment at the end of the periods indicated:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
SMALL CAP PORTFOLIO
(Class B shares)*.................. $747 $1,061 $1,501 $2,616
REAL ESTATE SECURITIES PORTFOLIO
(Class B shares)*.................. 751 1,073 1,521 2,656
If you did not redeem your shares:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
SMALL CAP PORTFOLIO
(Class B shares)*.................. $247 $761 $1,301 $2,616
REAL ESTATE SECURITIES PORTFOLIO
(Class B shares)*.................. 251 773 1,321 2,656
* Class B shares generally convert to Class A shares approximately eight years
after purchase as described in the section entitled "SHAREHOLDER ACCOUNT
INFORMATION" on page 10. Therefore, expense information for years 9 and 10 is
the same for both Class A and B shares.
*********
Under the section entitled "SELECTING A SHARE CLASS" on page 9 of the
Prospectus, the fourth bullet point under column CLASS B should be replaced in
its entirety with the following:
^ Automatic conversion to Class A shares approximately eight years after
purchase.
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Under the section "CALCULATION OF SALES CHARGES" on page 9 of the
Prospectus, the third paragraph should be replaced in its entirety
with the following:
CLASS B. Shares are offered at their net asset value per share,
without any initial sales charge. However, there is a CDSC on shares
you sell within six years of buying them. The longer the time between
the purchase and the sale of shares, the lower the rate of the CDSC:
Class B deferred charges:
Years after purchase CDSC on shares being sold
1st year 5.00%
2nd year 4.00%
3rd year or 4th year 3.00%
5th year 2.00%
6th year 1.00%
7th year and thereafter None
Dated: December 6, 2000