BRAZOS MUTUAL FUNDS
497, 2001-01-12
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                               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.
<PAGE>


          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



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