MEMORIAL FUNDS
497, 2000-03-02
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                                 MEMORIAL FUNDS

                              GOVERNMENT BOND FUND
                               CORPORATE BOND FUND
                               GROWTH EQUITY FUND
                                VALUE EQUITY FUND

                              INSTITUTIONAL SHARES

                        Supplement Dated March 2, 2000 to
                          Prospectus Dated May 1, 1999

Page 14 of the Prospectus is amended by deleting the first three sentences under
the Section "Adviser" and replacing it with the following:

     Forum  Investment  Advisors,  LLC (the  "Adviser"),  Two  Portland  Square,
     Portland,  Maine 04101, serves as investment adviser to the Funds.  Subject
     to the general  control of the Board,  the Adviser is responsible for among
     other things,  developing a continuing  investment program for each Fund in
     accordance  with  its  investment   objective,   reviewing  the  investment
     strategies  and  policies  of each  Fund,  and  advising  the  Board on the
     selection of additional sub-advisers.

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