Exhibit (m)
MEMORIAL FUNDS
DISTRIBUTION PLAN
Distribution Plan (the "Plan") of Memorial Funds (the "Trust") with
respect to shares of the various series of the Trust as listed in Appendix A
hereto (each a "Fund") in accordance with the provisions of Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act").
SECTION 1. DISTRIBUTOR; ADVISER
The Trust has entered into a Distribution Agreement with Forum Fund
Services, LLC (the "Distributor") whereby the Distributor acts as principal
underwriter of each Fund's shares (the "Shares"), and has entered into an
investment advisory agreement with Memorial Investment Advisors, Inc. (the
"Adviser") whereby the Adviser acts as investment adviser to each Fund, each in
a form satisfactory to the Trust's Board of Trustees (the "Board").
SECTION 2. DISTRIBUTION EXPENSES
The Trust may reimburse the Distributor for the distribution expenses
incurred by the Distributor on behalf of each Fund of up to 0.25% per annum of
the Fund's average daily net assets in accordance with the following:
(a) On behalf of each Fund, the Distributor may incur expenses for any
distribution-related purpose it deems necessary or appropriate, including: (i)
the incremental costs of printing (excluding typesetting) prospectuses,
statements of additional information, annual reports and other periodic reports
for use in connection with the offering or sale of Shares, to any prospective
investor, (ii) preparing, printing and distributing any other literature used by
the Distributor in connection with the offering of Shares for sale to the public
and the cost of administering the program, compensation to and expenses
(including overhead and telephone) of employees of the Distributor who engage in
sales support and distribution activities, (iii) compensating other persons for
providing assistance in distributing the Shares and (iv) reimbursement to the
Adviser of the Adviser's distribution-related expenses, including expenses of
employees of the Adviser who train or educate others with respect to the Fund
and the investment techniques employed to achieve the Fund's investment
objective.
(b) The schedule of such reimbursements and the basis upon which they
will be paid shall be determined from time to time by the Board. Unreimbursed
expenses of the Distributor incurred during a fiscal year of the Trust may not
be reimbursed by the Trust in subsequent fiscal years.
SECTION 3. REVIEW AND RECORDS
(a) The Trust and the Distributor shall prepare and furnish to the
Board, and the Board shall review at least quarterly, written reports setting
forth all amounts expended under the Plan by the Trust and the Distributor and
identifying the activities for which the expenditures were made.
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(b) The Trust shall preserve copies of the Plan, each agreement related
to the Plan and each report prepared and furnished pursuant to this Section in
accordance with Rule 12b-1 under the Act.
SECTION 4. EFFECTIVENESS; DURATION; AND TERMINATION
(a) The Plan shall become effective with respect to each Fund upon
approval by the Board, including a majority of the Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan
(the "Qualified Trustees"), pursuant to a vote cast in person at a meeting
called for the purpose of voting on approval of the Plan.
(b) The Plan shall remain in effect with respect to each Fund for a
period of one year from the date of its effectiveness, unless earlier terminated
in accordance with this Section, and thereafter shall continue in effect for
successive twelve-month periods, provided that such continuance is specifically
approved at least annually by the Board and a majority of the Qualified Trustees
pursuant to a vote cast in person at a meeting called for the purpose of voting
on continuance of the Plan.
(c) The Plan may be terminated with respect to each Fund without
penalty at any time by a vote of (i) a majority of the Qualified Trustees or
(ii) a vote of a majority of the outstanding voting securities of the Fund.
SECTION 5. AMENDMENT
The Plan may be amended with respect to each Fund at any time by the
Board, provided that (i) any material amendments to the Plan shall be effective
only upon approval of the Board and a majority of the Qualified Trustees
pursuant to a vote cast in person at a meeting called for the purpose of voting
on the amendment to the Plan, and (ii) any amendment which increases materially
the amount which may be spent by the Trust on behalf of the Fund pursuant to the
Plan shall be effective only upon the additional approval of a majority of the
outstanding voting securities of the Fund.
SECTION 6. NOMINATION OF DISINTERESTED TRUSTEES
While the Plan is in effect, the selection and nomination of the
Trustees of the Trust who are not interested persons of the Trust shall be
committed to the discretion of the Trustees of the Trust who are not interested
persons of the Trust.
SECTION 7. MISCELLANEOUS
(a) The terms "majority of the outstanding voting securities" and
"interested person" shall have the meanings ascribed thereto in the Act.
(b) If any provision of the Plan shall be held invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not be
affected thereby.
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MEMORIAL FUNDS
DISTRIBUTION Plan
APPENDIX A
Fund
Daily Cash Fund
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