MEMORIAL FUNDS
497, 2000-05-25
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                                     [LOGO]

                                   PROSPECTUS

                                   MAY 1, 2000


                              GOVERNMENT BOND FUND

                              Institutional Shares


                   SHARES OF THE FUND ARE OFFERED TO INVESTORS
                     WITHOUT ANY SALES CHARGE OR RULE 12B-1
                              (DISTRIBUTION) FEES.

















           The Securities and Exchange Commission has not approved or
            disapproved the Fund's shares or determined whether this
                       prospectus is accurate or complete.
            Any representation to the contrary is a criminal offense.


<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------



RISK/RETURN SUMMARY                                                         2



PERFORMANCE                                                                 3



FEE TABLE                                                                   4



INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS  5



MANAGEMENT                                                                  6



YOUR ACCOUNT                                                                8


     How to Contact the Fund                                                8

     General Information                                                    8

     Buying Shares                                                          8

     Selling Shares                                                        10

     Exchange Privileges                                                   11


OTHER INFORMATION                                                          12



FINANCIAL HIGHLIGHTS                                                       13




<PAGE>





RISK/RETURN SUMMARY
- --------------------------------------------------------------------------------
<TABLE>
          <S>                                                         <C>

CONCEPTS TO UNDERSTAND        INVESTMENT GOAL High level of income consistent with maximum credit protection and
A DEBT OR FIXED INCOME        moderate fluctuation in principal value.
SECURITY is a security such
as a bond or note that        PRINCIPAL INVESTMENT STRATEGY Government Bond Fund (the "Fund") invests under normal
obligates the issuer to pay   circumstances at least 90 percent of its total assets in a portfolio of fixed and
the security owner a          variable rate U.S. Government Securities, including zero coupon bonds issued or
specified sum of money at     guaranteed by the U.S. Treasury and mortgage-backed securities. The Fund invests in
set intervals as well as      securities with maturities (or average life in the case of mortgage-backed and similar
repay the principal amount    securities) ranging from overnight to 30 years. The Fund seeks to moderate
of the security at its        fluctuations in the price of its shares by structuring maturities of its investment
maturity                      portfolio in order to maintain a duration between 75 percent and 125 percent of the
A BOND is a debt security     duration of the Lehman Brothers Government Bond Index.
with a long-term maturity,
usually 10 years or longer    PRINCIPAL RISKS OF INVESTING IN THE FUND
MATURITY means the date at
which a debt security is      You could lose money on your investment in the Fund and the Fund could under-perform
due and payable               other investments. The principal risks of investing in the Fund include:
DURATION is a measure of a
security's average life       o    The Fund's share price, yield and total return could fluctuate in response to
that reflects the present          bond market movements
value of the security's       o    The value of most bonds could fall when interest rates rise; the longer a bond's
cash flow.  Prices of              maturity and the lower its credit quality, the more its value typically falls
securities with longer        o    The default of an issuer could leave the Fund with unpaid interest or principal
durations will fluctuate      o    The Fund may invest in mortgage-backed and other similar securities.  A
more in response to changes        decline in interest rates may result in losses in these securities' values and a
in interest rates                  reduction in their yields as the holders of the assets backing the securities
UNITED STATES GOVERNMENT           prepay their debts
SECURITY is a debt security   o    The subadviser's judgment as to the value of a bond proves to be wrong
issued by the United States
or any of its agencies or     An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by
instrumentalities such as     the Federal Deposit Insurance Corporation or any other government agency.
the Government National
</TABLE>


                              WHO MAY WANT TO INVEST IN THE FUND

                              You may want to purchase shares of the Fund if:

                              o    You seek income
                              o    You seek capital preservation
                              o    You are pursuing a long-term goal

                              The Fund may NOT be appropriate for you if:

                              o    You want an investment that pursues market
                                   trends or focuses only on particular sectors
                                   or industries
                              o    You are pursuing a short-term goal or
                                   investing emergency reserves





2
<PAGE>


PERFORMANCE
- --------------------------------------------------------------------------------

The following chart and table provides some indication of the risks of investing
in the Fund by showing performance and how the Fund's returns compare to a broad
measure of market  performance.  PERFORMANCE  INFORMATION  REPRESENTS  ONLY PAST
PERFORMANCE AND DOES NOT NECESSARILY INDICATE FUTURE RESULTS.

GOVERNMENT BOND FUND

The  following  chart  shows the  annual  total  return of the Fund for the full
calendar year the Fund has operated.

[EDGAR Representation of bar chart]

1999      -2.39%

During the period  shown in the chart,  the highest  quarterly  return was 0.51%
(for the quarter ended September 30, 1999) and the lowest  quarterly  return was
- -1.31% (for the quarter ended March 31, 1999).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1999 to the Lehman Brothers U.S. Government Bond Index.

                           GOVERNMENT                   LEHMAN BROTHERS
YEAR(S)                     BOND FUND            U.S. GOVERNMENT BOND INDEX(1)
1 Year                        -2.39%                         -2.23%
Since Inception (3/30/98)      3.03%                          3.27%

(1)  The Lehman Brothers U.S.  Government Bond Index is composed of all publicly
     issued, non-convertible, domestic debt of the U.S. Government or any agency
     thereof. One cannot invest directly in the index.

                                                                               3
<PAGE>


FEE TABLE
- --------------------------------------------------------------------------------

The  following  tables  describe the fees and expenses  that you will pay if you
invest in the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)
     Maximum Sales Charge (Load) Imposed on Purchases                     None
     Maximum Deferred Sales Charge (Load)                                 None
         Maximum Sales Charge (Load) Imposed on Reinvested Distributions  None
     Redemption Fee                                                       None
     Exchange Fee                                                         None

ANNUAL FUND OPERATING EXPENSES(1)
(expenses that are deducted from Fund assets)
- --------------------------------------------------------------------------------
     Advisory Fees                                                       0.23%
- --------------------------------------------------------------------------------
     Distribution (12b-1) Fees                                            None
- --------------------------------------------------------------------------------
     Other Expenses                                                      0.56%
- --------------------------------------------------------------------------------
         Shareholder Services Fees                                       0.21%
- --------------------------------------------------------------------------------
         Miscellaneous                                                   0.35%
- --------------------------------------------------------------------------------
     TOTAL ANNUAL FUND OPERATING EXPENSES                                0.79%
- --------------------------------------------------------------------------------
     Fee Waiver and Expense Reimbursement(2)                             0.06%
- --------------------------------------------------------------------------------
     Net Expenses                                                        0.73%
- --------------------------------------------------------------------------------

(1)  Based on amounts  incurred during the Fund's fiscal year ended December 31,
     1999 as stated as a percentage of net assets.
(2)  Based  on  certain  contractual  fee  waivers  and  expense  reimbursements
     effective through April 30, 2001.

EXAMPLE


The following is a hypothetical example intended to help you compare the cost of
investing  in the Fund to the cost of  investing  in other  mutual  funds.  This
example  assumes a $10,000  investment in the Fund, a 5 percent  annual  return,
that the Fund's operating  expenses remain the same as stated in the table above
(before waivers and  reimbursements)  and reinvestment of all  distributions and
redemption  at the end of each period.  Although your actual costs may be higher
or lower, under these assumptions your costs would be:


 1 YEAR                 3 YEARS                5 YEARS              10 YEARS
   $81                   $253                   $441                  $982







4
<PAGE>



INVESTMENT OBJECTIVES, PRINCIPAL
INVESTMENT STRATEGIES AND PRINCIPAL RISKS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The  investment  objective  of the Fund is to  provide  a high  level of  income
consistent with maximum credit protection and moderate  fluctuation in principal
value. There is no assurance that the Fund will achieve this objective.

PRINCIPAL INVESTMENT STRATEGIES
The Fund  invests  under normal  circumstances  at least 90 percent of its total
assets in a portfolio of fixed and  variable  rate U.S.  Government  Securities,
including  zero coupon  bonds  issued or  guaranteed  by the U.S.  Treasury  and
mortgage-backed  securities.  The Fund may  invest up to 10 percent of its total
assets in "investment grade" corporate debt instruments.

The  Fund may not  invest  more  than 25  percent  of its  total  assets  in the
securities issued or guaranteed by any single agency or  instrumentality  of the
U.S.  Government,  except the U.S.  Treasury,  and may not  invest  more than 10
percent of its total assets in the securities of any other issuer.

The Fund invests in securities  with  maturities (or average life in the case of
mortgage-backed  and similar securities) ranging from overnight to 30 years. The
Fund seeks to moderate  fluctuations  in the price of its shares by  structuring
maturities of its investment  portfolio in order to maintain a duration  between
75 percent and 125 percent of the  duration  of the Lehman  Brothers  Government
Bond Index which was 5.35 years as of March 31, 2000.

PRINCIPAL INVESTMENT RISKS

GENERALLY
There is no assurance that the Fund will achieve its investment objective, and a
Fund's net asset value and total return will fluctuate based upon changes in the
value of its portfolio securities.  Upon redemption, an investment in a Fund may
be worth more or less than its original  value.  No Fund, by itself,  provides a
complete investment program.

All investments made by the Fund have some risk. Among other things,  the market
value of any  security  in which a Fund may  invest is based  upon the  market's
perception  of value and not  necessarily  the book  value of an issuer or other
objective  measure of the issuer's  worth.  Certain  investments  and investment
techniques  have  additional  risks,  such as the potential use of leverage by a
Fund through borrowings, securities lending and other investment techniques.

The value of your  investment  in the Fund may change in  response to changes in
interest  rates.  An increase in interest rates  typically  causes a fall in the
value of the fixed  income  securities  in which this Fund  invests.  For a Fund
investing in mortgage-backed and similar securities, there is also the risk that
a decline in  interest  rates may result in  holders of the assets  backing  the
securities  to  prepay  their  debts,  resulting  in  potential  losses in these
securities' value and yield. Alternatively, rising interest rates may reduce the
amount of prepayments on the assets backing these securities, causing the Fund's
average  maturity  to rise and  increasing  the Fund's  potential  for losses in
value.

TEMPORARY  DEFENSIVE POSITION The Fund may hold cash or cash equivalents such as
high  quality  money  market  instruments   pending  investment  and  to  retain
flexibility in meeting redemptions and paying expenses. In addition, in order to
respond to adverse market,  economic or other conditions,  the Fund may assume a
temporary defensive position and invest without limit in these instruments. As a
result, the Fund may be unable to achieve its investment objective.






                                                                               5
<PAGE>

MANAGEMENT
- --------------------------------------------------------------------------------


The business of Memorial  Funds (the  "Trust") and the Fund is managed under the
direction  of the Board of Trustees  (the  "Board").  The Board  formulates  the
general  policies  of the Fund and all  other  series  of the  Trust  and  meets
periodically to review the Fund's performance, monitor investment activities and
practices and discuss other matters affecting the Fund.  Additional  information
regarding  the  Trustees,  as well as  executive  officers,  may be found in the
Statement of Additional Information ("SAI").


ADVISER

Forum Investment Advisors, LLC (the "Adviser"),  Two Portland Square,  Portland,
Maine 04101,  serves as investment  adviser to the Fund.  Subject to the general
control of the  Board,  the  Adviser  is  responsible  for among  other  things,
developing a continuing  investment  program for the Fund in accordance with its
investment  objective,  reviewing the investment  strategies and policies of the
Fund and advising  the Board on the  selection of  additional  subadvisers.  The
Adviser  has  entered  into  an  investment   sub-advisory  agreement  with  the
subadviser to exercise  investment  discretion  over the assets (or a portion of
assets) of the Fund. For its services,  the Adviser  receives an advisory fee at
an annual  rate of 0.23  percent of the average  daily net assets of  Government
Bond Fund.

INVESTMENT CONSULTANT

To assist it in carrying  out its  responsibilities,  the  Adviser has  retained
Wellesley  Group,  Inc.,  800 South Street,  Waltham,  Massachusetts  02154,  to
provide  data with which the Adviser and the Board can monitor and  evaluate the
performance of the Fund and the subadviser.

SUBADVISER/PORTFOLIO MANAGER

The Adviser has retained the following  subadviser to render  advisory  services
and make daily investment  decisions for the Fund. The day-to-day  management of
the Fund is performed by a portfolio  manager  employed by the subadviser to the
Fund.  The  subadviser  is  registered  or is  exempt  from  registration  as an
investment adviser under the Investment Advisers Act of 1940. The subadviser for
the  Fund  and its  portfolio  manager's  business  experience  and  educational
background follow:

THE NORTHERN TRUST COMPANY ("NTC"), 50 South LaSalle Street,  Chicago,  Illinois
60675,  manages the portfolio of  Government  Bond Fund.  NTC presently  manages
approximately  $299 billion in assets.  NTC brings  together its  registered and
bank  investment  advisors to offer  investment  products  and  services to both
personal  and  institutional  markets.  Mr.  Monty  Memler,  CFA,  is the Fund's
portfolio manager. He is a Vice President and a senior portfolio manager for NTC
and has been a member of the NTC fixed income team since 1990.  Mr. Memler holds
a Masters in Business Administration from the University of Chicago.

OTHER SERVICE PROVIDERS

The Forum Financial Group of companies  ("Forum")  provides  various services to
the Fund. As of March 31, 2000, Forum provided  administration  and distribution
services to investment companies and collective  investment funds with assets of
approximately $67 billion.

Forum Fund Services, LLC, a registered  broker-dealer and member of the National
Association  of  Securities  Dealers,   Inc.,  is  the  distributor   (principal
underwriter) of the Fund's shares. The distributor acts as the agent of Memorial
Funds in connection with the offering of shares of the Fund. The distributor may
enter  into   arrangements   with  banks,   broker-dealers  or  other  financial
institutions  through which  investors may purchase or redeem shares and may, at
its own expense,  compensate persons who provide services in connection with the
sale or expected sale of shares of the Fund.

Forum  Shareholder  Services,  LLC (the "Transfer Agent") is the Fund's transfer
agent.



6
<PAGE>


SHAREHOLDER SERVICES PLAN

The Trust has  adopted  a  shareholder  services  plan  permitting  the Trust to
compensate financial institutions for acting as shareholder servicing agents for
their  customers.  Under this plan, the Trust has entered into an agreement with
Memorial Group,  Inc., a corporation of which  Christopher W. Hamm, the Chairman
of the Board and  President  of the  Trust,  is the sole  shareholder.  Memorial
Group, Inc. performs certain  shareholder  services not provided by the Transfer
Agent and is paid fees at an annual rate of 0.25  percent of the  average  daily
net  assets of the  shares of the Fund  owned by  investors  for which  Memorial
Group, Inc. maintains a servicing relationship.

FUND EXPENSES

The Fund pays for all of its  expenses.  Each Fund's  expenses are  comprised of
expenses   attributable   to  the  particular  Fund  as  well  as  expenses  not
attributable to any particular Fund that are allocated among the Memorial Funds.
The  Adviser or other  service  providers  may waive all or any portion of their
fees, which are accrued daily and paid monthly. Any waiver would have the effect
of increasing a Fund's performance for the period during which the waiver was in
effect.











                                                                               7
<PAGE>


YOUR ACCOUNT
- --------------------------------------------------------------------------------

HOW TO CONTACT THE FUND         GENERAL INFORMATION
<TABLE>
          <S>                                                              <C>
WRITE TO US AT:                 You pay no sales charge to purchase or sell (redeem) shares of the Fund.You may
 Memorial  Funds                purchase and sell shares at the net asset value of a share or NAV next calculated
 P.O. Box 446                   after the Transfer Agent receives your request in proper form. If the Transfer
 Portland,  Maine 04112         Agent  receives  your  request  in  proper  form  prior  to 4:00  p.m.,  your
                                transaction will be priced at that day's NAV.  The Fund will not accept orders that
OVERNIGHT ADDRESS               request a particular  day or price  for the  transaction  or any other special conditions.
   Memorial Funds
   Two Portland Square          The Fund does not issue share certificates.
   Portland, Maine 04101
                                You will receive quarterly statements and a confirmation of each transaction.  You
TELEPHONE US                    should verify the accuracy of all transactions in your account as soon as you
TOLL-FREE AT:                   receive your confirmation.
   (888) 263-5593
                                The Fund reserves the right to impose minimum investment amounts and may temporarily
WIRE INVESTMENTS (OR ACH        suspend (during unusual market conditions) or discontinue any service or privilege.
PAYMENTS) TO US AT:
   BankBoston                   WHEN AND HOW NAV IS DETERMINED  The Fund calculates its NAV as of the close of the
   Boston, Massachusetts        New York Stock Exchange (normally 4:00 p.m., Eastern time) on each weekday except
   ABA #011000390               days when the New York Stock Exchange is closed.  The time at which NAV is
   FOR CREDIT TO:               calculated may change in case of an emergency or if the New York Stock Exchange
   Forum Shareholder            closes early.  The Fund's NAV is determined by taking the market value of all
   Services, LLC                securities owned by the fund (plus all other assets such as cash), subtracting all
   Account # 541-54171          liabilities and then dividing the result (net assets) by the number of shares
   Memorial Funds               outstanding.  The Fund values securities for which market quotations are readily
   (Your Name)                  available at current market value.  If market quotations are not readily available,
   (Your  Account  Number)      the Fund values  securities  at fair value,  as determined by the Board.

                                TRANSACTIONS  THROUGH THIRD PARTIES If you invest through a broker or other
                                financial  institution,  the policies and fees charged by that  institution
                                may be different than those of the Fund. Banks,  brokers,  retirement plans
                                and financial  advisers may charge  transaction  fees and may set different
                                minimum  investments or limitations on buying or selling shares.  Consult a
                                representative of your financial institution or retirement plan for further
                                information.

                                BUYING SHARES

                                HOW TO MAKE  PAYMENTS All  investments  must be in U.S.  dollars and checks
                                must be drawn on U.S. banks.

                                CHECKS For  individual,  sole  proprietorship,joint  and  Uniform  Gifts to
                                Minors Act ("UGMA") or Uniform  Transfer to Minors Act  ("UTMA")  accounts,
                                the check must be made payable to "Memorial Funds" or to one or more owners
                                of the account and  endorsed to "Memorial  Funds." For all other  accounts,
                                the check must be made  payable on its face to  "Memorial  Funds." No other
                                method of check payment is  acceptable  (for  instance,  you may not pay by
                                travelers check).

                                PURCHASES BY AUTOMATED  CLEARING  HOUSE ("ACH") This service  allows you to
                                purchase  additional  shares  through an electronic  transfer of money from
                                your checking or savings account.  When you make an additional  purchase by
                                telephone,  the Transfer Agent will automatically debit your pre-designated
                                bank account for the desired amount. You may call (888) 263-5593 to request
                                an ACH transaction.

                                WIRES  Instruct  your  financial  institution  to make a Federal Funds wire
                                payment to us.  Your  financial  institution  may charge you a fee for this
                                service.
</TABLE>

8
<PAGE>

MINIMUM INVESTMENTS The minimum initial investment for the Fund is $2,000. There
is no minimum additional investment.

Management of the Fund may choose to waive the initial investment minimum.

ACCOUNT REQUIREMENTS
<TABLE>
                         <S>                                                              <C>
              TYPE OF ACCOUNT                                                       REQUIREMENT
INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS          o    Instructions must be signed by all persons
Individual accounts are owned by one person, as are sole         required to sign exactly as their names appear on
proprietorship accounts. Joint accounts can have two or          the account
more owners  (tenants)
GIFTS OR TRANSFERS TO A MINOR (UGMA,  UTMA)                 o    Depending  on  state  laws,  you  can set up a
These  custodial accounts provide a way to give money to a       custodial  account  under the UGMA or the UTMA
child and obtain tax benefits                               o    The custodian must sign instructions in a
                                                                 manner indicating custodial capacity
BUSINESS ENTITIES                                           o    Submit  a   Corporate/Organization   Resolution
                                                                 form or similar document
TRUSTS                                                      o    The  trust  must  be   established   before  an
                                                                 account can be opened
                                                            o    Provide  a  certified  trust  document,  or the
                                                                 pages from the trust  document  that  identify  the
                                                                 trustees

INVESTMENT PROCEDURES

                  HOW TO OPEN AN ACCOUNT                                   HOW TO ADD TO YOUR ACCOUNT
BY CHECK                                                    BY CHECK
o Call  or  write  us  for an  account  application         o Fill out an investment slip from a
  and/or a  Corporate/Organization  Resolution form           confirmation statement or write us a letter
o Complete the application                                  o Write your account number on your check
o Mail us your application and a check                      o Mail us the slip (or your letter) and a check
BY WIRE                                                     BY WIRE
o Call or write us for an account application               o Call to notify us of your incoming wire
  and/or a Corporate/Organization Resolution form           o Instruct your bank to wire your money to us
o Complete the application
o Call us to fax the completed application and we
  will assign you an account number
o Mail us your original application
o Instruct your bank to wire your money to us
BY ACH PAYMENT                                              BY SYSTEMATIC INVESTMENT
o Call  or  write  us  for an  account  application         o  Complete the Systematic Investment section of
  and/or a Corporate/Organization Resolution form              the application
o Complete the application                                  o  Attach a voided check to your application
o Call us to fax the completed application and we           o  Mail us the completed application and the
  will assign you an account number                            voided check
o Mail us your original application
o Make an ACH payment
</TABLE>

SYSTEMATIC  INVESTMENTS  You may invest a specified  amount of money in the Fund
once or twice a month on  specified  dates.  These  payments are taken from your
bank account by ACH payment. Systematic investments must be for at least $100.

LIMITATIONS  ON  PURCHASES  The Fund  reserves  the right to refuse any purchase
(including exchange) request,  particularly requests that could adversely affect
the Fund or its  operations.  This includes  those from any  individual or group
who,  in the Fund's  view,  is likely to engage in  excessive  trading  (usually
defined as more than four exchanges out of a Fund within a calendar year).

                                                                               9
<PAGE>

CANCELED OR FAILED  PAYMENTS The Fund accepts  checks and ACH  transfers at full
value subject to  collection.  If your payment for shares is not received or you
pay with a check or ACH  transfer  that does not clear,  your  purchase  will be
canceled.  You will be responsible for any losses or expenses incurred by a Fund
or the Transfer Agent, and the Fund may redeem shares you own in the account (or
another identically  registered account in any Fund) as reimbursement.  The Fund
and its agents  have the right to reject or cancel  any  purchase,  exchange  or
redemption due to nonpayment.

SELLING SHARES

The Fund processes  redemption  orders  promptly and you will generally  receive
redemption  proceeds  within a week.  Delays  may  occur in cases of very  large
redemptions,  excessive trading or during unusual market conditions. If the Fund
has not yet collected  payment for the shares you are selling,  however,  it may
delay sending redemption proceeds for up to 15 calendar days.

                      HOW TO SELL SHARES FROM YOUR ACCOUNT
BY MAIL
o Prepare a written request including:
     o Your name(s) and signature(s)
     o Your account number
     o The Fund name
     o The dollar amount or number of shares you want to sell
     o How and where to send your  proceeds
o Obtain a  signature  guarantee  (if  required)
o Obtain  other documentation (if required)
o Mail us your request and documentation
BY WIRE
o Wire requests are only  available if you provided bank account  information
  on your account application and your request is for $5,000 or more
o Call us  with  your  request  (unless  you  declined  telephone  redemption
  privileges on your account application) (See "By Telephone") OR
o Mail us your request (See "By Mail")
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption privileges
  on your account application)
o Provide the following information:
     o Your account number
     o Exact name(s) in which the account is  registered
     o Additional  form of identification
o Your proceeds will be:
     o Mailed to you OR
     o Wired to you (unless you did not provide bank account information on your
       account application) (See "By Wire")
SYSTEMATICALLY
o Complete the systematic withdrawal section of the application
o Attach a voided check to your application
o Mail us your completed application

TELEPHONE  REDEMPTION  PRIVILEGES You may redeem your shares by telephone unless
you declined telephone redemption  privileges on your account  application.  You
may be responsible  for any fraudulent  telephone  order as long as the Transfer
Agent takes reasonable measures to verify the order.

WIRE  REDEMPTIONS  You may have  your  redemption  proceeds  wired to you if you
provided  bank  account  information  on your account  application.  The minimum
amount you may redeem by wire is $5,000.  If you wish to make your wire  request
by telephone, you must also have telephone redemption privileges.

SYSTEMATIC  WITHDRAWAL If you own shares of the Fund with an aggregate  value of
at least $10,000,  you may request a specified amount of money from your account
once a month or once a quarter on a specified  date.  These payments can be sent

10
<PAGE>

to your  address  of  record by check or to a  designated  bank  account  by ACH
payment. Systematic requests must be for at least $100.

SIGNATURE  GUARANTEE  REQUIREMENTS  To protect you and the Fund  against  fraud,
signatures on certain  requests  must have a "signature  guarantee." A signature
guarantee  verifies the authenticity of your signature.  You can obtain one from
most banking  institutions or securities brokers,  but not from a notary public.
For requests made in writing,  a signature  guarantee is required for any of the
following:

o Sales of over $50,000 worth of shares
o Changes to a shareholder's record name
o Redemption from an account for which the address or account registration has
  changed within the last 30 days
o Sending  redemption  proceeds to any person,  address,  brokerage firm or bank
  account  not on  record
o Sending  redemption  proceeds  to an  account  with a different  registration
  (name or ownership)  from yours
o Changes to systematic investment or withdrawal,  distribution, telephone
  redemption or exchange option or any other election in connection with your
  account

SMALL ACCOUNTS If the value of your account falls below $2,000, the Fund may ask
you to increase your  balance.  If the account value is still below $2,000 after
60 days,  the Fund may close your  account and send you the  proceeds.  The Fund
will not close your account if it falls below this amount  solely as a result of
a reduction in your account's market value.

REDEMPTIONS  IN KIND The Fund reserves the right to pay  redemption  proceeds in
portfolio securities rather than cash. These redemptions "in kind" usually occur
if the amount  requested  is large enough to affect the Fund's  operations  (for
example, if it represents more than 1 percent of the Fund's assets).

LOST  ACCOUNTS  The  Transfer   Agent  will  consider  your  account  "lost"  if
correspondence  to your address of record is returned as  undeliverable,  unless
the Transfer Agent  determines your new address.  When an account is "lost," all
distributions  on the account will be  reinvested  in  additional  shares of the
Fund. In addition, the amount of any outstanding (unpaid for six months or more)
checks for  distributions  that have been returned to the Transfer Agent will be
reinvested and the checks will be canceled.

EXCHANGE PRIVILEGES

You may sell your Fund shares and buy shares of any other series of the Memorial
Funds,  also known as an  exchange,  by  telephone  or in writing.  You may also
exchange Fund shares for Institutional Service Shares of Daily Assets Government
Fund (a series of the Forum Funds).  Because exchanges are treated as a sale and
purchase, they may have tax consequences.

REQUIREMENTS  You may exchange  only  between  identically  registered  accounts
(name(s),  address  and  taxpayer  ID number).  There is  currently  no limit on
exchanges, but each Fund reserves the right to limit exchanges. You may exchange
your  shares  by mail or  telephone,  unless  you  declined  telephone  exchange
privileges  on  your  account  application.  You  may  be  responsible  for  any
fraudulent  telephone  order  as long as the  Transfer  Agent  takes  reasonable
measures to verify the order.

                                 HOW TO EXCHANGE
BY MAIL
o Prepare a written request including:
     o Your name(s) and signature(s)
     o Your account number
     o The names of the funds you are exchanging
     o The dollar amount or number of shares you want to sell (and exchange)
o If opening a new account, complete an account application if you are
  requesting different shareholder privileges
o Mail us your request and documentation
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption privileges
  on your account application)
o Provide the following information:
     o Your account number
     o Exact  name(s) in which  account is  registered
     o  Additional  form of identification

                                                                              11
<PAGE>


OTHER INFORMATION
- --------------------------------------------------------------------------------

DISTRIBUTIONS

The Fund declares  distributions from net investment income daily and pays those
distributions  monthly.  Any net  capital  gain  realized  by the  Fund  will be
distributed at least annually.

All  distributions  are  reinvested  in additional  shares,  unless you elect to
receive  distributions  in cash. For Federal income tax purposes,  distributions
are treated the same  whether they are  received in cash or  reinvested.  Shares
become entitled to receive distributions on the day after the shares are issued.

TAXES

The Fund  intends  to  operate  in a manner  such that it will not be liable for
Federal income or excise tax.

The Fund's  distribution of net investment income (including  short-term capital
gain) is taxable to you as ordinary  income.  A portion of the dividends paid by
the Fund may be eligible  for the  dividends-received  deduction  for  corporate
shareholders.  The Fund's distribution of long-term capital gain, if any, may be
taxable to you as long-term  capital gain  regardless  of how long you have held
your  shares of the Fund.  This  determination  is based  upon how long the Fund
holds  its  investment.  Distributions  may also be  subject  to state and local
taxes.

Distributions of capital gain reduce the net asset value of the Fund's shares by
the  amount  of  the  distribution.  If  you  purchase  shares  prior  to  these
distributions,  you are taxed on the  distribution  even though the distribution
represents a return of your investment. The sale or exchange of Fund shares is a
taxable transaction for Federal income tax purposes.

The Fund may be required to withhold U.S.  federal income tax at the rate of 31%
of all taxable distributions payable to you if you fail to provide the Fund with
your correct taxpayer identification number or to make required  certifications,
or if you  have  been  notified  by the IRS  that  you  are  subject  to  backup
withholding.  Backup  withholding is not an additional tax. Any amounts withheld
may be credited against your U.S. federal income tax liability.

The Fund will mail you  reports  containing  information  about the  income  tax
status of distributions paid during the year after December 31 of each year. For
further  information  about the tax effects of investing in the Fund,  including
state and local tax matters, please see the SAI and consult your tax adviser.

CORE AND GATEWAY(R)

The Fund may seek to achieve its  investment  objective by investing  all of its
assets in shares of another diversified,  open-end management investment company
that has corresponding investment objectives and investment policies to those of
the Fund.






12
<PAGE>








FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The  following  table is intended to help you  understand  the Fund's  financial
performance.  Total return in the table  represents  the rate an investor  would
have earned (or lost) on an investment in the Fund (assuming the reinvestment of
all  distributions).  This  information has been audited by KPMG LLP. The Fund's
financial statements and the auditor's report are included in the Annual Report,
which is available upon request, without charge.
<TABLE>
                    <S>                                               <C>             <C>            <C>

                                                                                  Year Ended
                                                                   12/31/99                      12/31/98(1)
SELECTED DATA FOR A SINGLE SHARE
Beginning Net Asset Value                                          $10.25                         $10.00
Income From Investment Operations
  Net investment income                                              0.51                           0.39
  Net gain (loss) on securities (realized and unrealized)           -0.75                           0.39
Total From Investment Operations                                    -0.24                           0.78
Less Distributions
  From net investment income                                        -0.51                          -0.39
  From capital gain                                                  -                             -0.14
Total Distributions                                                 -0.51                          -0.53
Ending Net Asset Value                                             $ 9.50                         $10.25
OTHER INFORMATION
Ratios to Average Net Assets:
  Expenses                                                           0.73%                          0.73%(2)
  Expenses (gross) (3)                                               0.79%                          0.85%(2)
  Net investment income                                              5.17%                          5.05%(2)
Total Return                                                        -2.39%                          7.96%
Portfolio Turnover Rate                                                 25%                           114%
Net Assets at End of Period (in thousands)                          $69,082                        $65,676
</TABLE>


(1) Institutional Shares of the Fund commenced operations on March 29, 1998.
(2) Annualized.
(3) Reflects expense ratio in absence of expense reimbursements and fee waivers.









                                                                              13
<PAGE>

<TABLE>
                                        <S>                                                       <C>
FOR MORE INFORMATION                                                                            [LOGO]


The following documents are available free upon request:                                 GOVERNMENT BOND FUND

                                                                                          CORPORATE BOND FUND

                            ANNUAL/SEMI-ANNUAL REPORTS                                    GROWTH EQUITY FUND
 Each Fund will provide annual and semi-annual reports to shareholders that will
   provide additional information about the Fund's investments. In each Fund's             VALUE EQUITY FUND
annual report, you will find a discussion of the market conditions and investment
                strategies that significantly affected the Fund's
                   performances during their last fiscal year.


                   STATEMENT OF ADDITIONAL  INFORMATION ("SAI")
       The SAI provides more detailed information about each Fund and is
                incorporated by reference into this Prospectus.


                               CONTACTING THE FUNDS
  You can get free copies of both reports and the SAI, request other information
and discuss  your  questions  about each Fund by  contacting  your broker or the
                                   Funds at:


                         FORUM SHAREHOLDER SERVICES, LLC
                                   P.O. Box 446
                              Portland, Maine 04112
                                  (888) 263-5593


                 SECURITIES AND EXCHANGE COMMISSION INFORMATION
    You can also review each Fund's reports and SAI at the Public Reference
 Room of the Securities and Exchange Commission ("SEC"). The scheduled hours of
  operation of the Public Reference Room may be obtained by calling the SEC at
  (202) 942-8090. You can get copies of this information, for a fee, by e-mail
                               or by writing to:


                              Public Reference Room
                        Securities and Exchange Commission
                           Washington, D.C. 20549-0102
                       E-mail address: public [email protected]
                                                                                            Memorial Funds
                                                                                          Two Portland Square
Free copies of the reports and SAI are available from the SEC's Internet Web Site         Portland, ME 04101
                              at http://www.sec.gov.                                        (888) 263-5593
</TABLE>




                     Investment Company Act File No. 811-8529





<PAGE>


10


                                     [LOGO]


                                   PROSPECTUS

                                   MAY 1, 2000


                               CORPORATE BOND FUND

                              Institutional Shares


                   SHARES OF THE FUND ARE OFFERED TO INVESTORS
                     WITHOUT ANY SALES CHARGE OR RULE 12B-1
                              (DISTRIBUTION) FEES.

















           The Securities and Exchange Commission has not approved or
            disapproved the Fund's shares or determined whether this
                       prospectus is accurate or complete.
            Any representation to the contrary is a criminal offense.


<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------



RISK/RETURN SUMMARY                                                          2



PERFORMANCE                                                                  3



FEE TABLE                                                                    4



INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS   4



MANAGEMENT                                                                   5



YOUR ACCOUNT                                                                 7


     How to Contact the Fund                                                 7

     General Information                                                     7

     Buying Shares                                                           7

     Selling Shares                                                          9

     Exchange Privileges                                                    10


SUBADVISER PAST PERFORMANCE                                                 11



OTHER INFORMATION                                                           12



FINANCIAL HIGHLIGHTS                                                        13




<PAGE>





RISK/RETURN SUMMARY
- --------------------------------------------------------------------------------
<TABLE>
          <S>                                                              <C>

CONCEPTS TO UNDERSTAND        INVESTMENT GOAL High level of current income consistent with capital preservation and
A DEBT OR FIXED INCOME        prudent investment risk.
SECURITY is a security such
as a bond or note that        PRINCIPAL INVESTMENT STRATEGY  Corporate Bond Fund (the "Fund") invests under normal
obligates the issuer to pay   circumstances at least 65 percent of its total assets in corporate bonds. At least 80
the security owner a          percent of the Fund's total assets will be invested in securities that are rated, at
specified sum of money at     the time of purchase, in one of the three highest rating categories or are unrated and
set intervals as well as      determined by its subadviser to be of comparable quality.  The Fund invests in
repay the principal amount    securities with maturities (or average life in the case of mortgage-backed and similar
of the security at its        securities) ranging from short-term (including overnight) to 30 years. The Fund seeks
maturity                      to moderate fluctuation in the price of its shares by structuring maturities of its
A BOND is a debt security     investment portfolio in order to maintain a duration between 75 percent and 125
with a long-term maturity,    percent of the duration of the Lehman Brothers Corporate Bond Index.
usually 10 years or longer
MATURITY means the date at    PRINCIPAL RISKS OF INVESTING IN THE FUND
which a debt security is
due and payable               You could lose money on your investment in the Fund and the Fund could under-perform
DURATION is a measure of a    other investments. The principal risks of investing in the Fund include:
security's average life
that reflects the present     o    The Fund's share price, yield and total return could fluctuate in response to
value of the security's            bond market movements
cash flow.  Prices of         o    The value of most bonds could fall when interest rates rise; the longer a bond's
securities with longer             maturity and the lower its credit quality, the more its value typically falls
durations will fluctuate      o    The default of an issuer could leave the Fund with unpaid interest or principal.
more in response to changes   o    The Fund may invest in mortgage-backed and other similar securities.  A
in interest rates                  decline in interest rates may result in losses in these securities' values and a
                                   reduction in their yields as the holders of the assets backing the securities
                                   prepay their debts
                              o    The subadviser's judgment as to the value of a bond proves to be wrong


                              An  investment  in the  Fund is not a deposit  of a bank and is
                              not insured or guaranteed by the Federal  Deposit  Insurance
                              Corporation or any other government agency.
</TABLE>

                              WHO MAY WANT TO INVEST IN THE FUND

                              You may want to purchase shares of the Fund if:

                              o    You seek income
                              o    You seek capital preservation
                              o    You are pursuing a long-term goal

                              The Fund may NOT be appropriate for you if:

                              o    You want an investment that pursues market
                                   trends or focuses only on particular sectors
                                   or industries
                              o    You are pursuing a short-term goal or
                                   investing emergency reserves




2
<PAGE>


PERFORMANCE
- --------------------------------------------------------------------------------

The following chart and table provides some indication of the risks of investing
in the Fund by showing performance and how the Fund's returns compare to a broad
measure of market  performance.  PERFORMANCE  INFORMATION  REPRESENTS  ONLY PAST
PERFORMANCE AND DOES NOT NECESSARILY INDICATE FUTURE RESULTS.

CORPORATE BOND FUND

The  following  chart  shows the  annual  total  return of the Fund for the full
calendar year the Fund has operated.

[EDGAR Representation of bar chart]

1999      -1.77%

During the period  shown in the chart,  the highest  quarterly  return was 0.67%
(for the quarter ended September 30, 1999) and the lowest  quarterly  return was
- -1.30% (for the quarter ended June 30, 1999).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1999 to the Lehman Brothers Corporate Bond Index.

                                CORPORATE              LEHMAN BROTHERS
YEAR(S)                         BOND FUND          CORPORATE BOND INDEX (1)
1 Year                            -1.77%                    -1.96%
Since Inception (3/30/98)          3.13%                     2.74%

(1)  The Lehman  Brothers  Corporate  Bond  Index is  composed  of all  publicly
     issued, fixed rate,  non-convertible investment grade debt registered under
     the Securities Act of 1933. One cannot invest directly in the index.






                                                                               3
<PAGE>


FEE TABLE
- --------------------------------------------------------------------------------

The  following  tables  describe the fees and expenses  that you will pay if you
invest in the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)
     Maximum Sales Charge (Load) Imposed on Purchases                      None
     Maximum Deferred Sales Charge (Load)                                  None
         Maximum Sales Charge (Load) Imposed on Reinvested Distributions   None
     Redemption Fee                                                        None
     Exchange Fee                                                          None

ANNUAL FUND OPERATING EXPENSES(1)
(expenses that are deducted from Fund assets)
- --------------------------------------------------------------------------------
     Advisory Fees                                                        0.23%
- --------------------------------------------------------------------------------
     Distribution (12b-1) Fees                                             None
- --------------------------------------------------------------------------------
     Other Expenses                                                       0.51%
- --------------------------------------------------------------------------------
         Shareholder Services Fees                                        0.21%
- --------------------------------------------------------------------------------
         Miscellaneous                                                    0.30%
- --------------------------------------------------------------------------------
     TOTAL ANNUAL FUND OPERATING EXPENSES                                 0.74%
- --------------------------------------------------------------------------------
     Fee Waiver and Expense Reimbursement(2)                              0.06%
- --------------------------------------------------------------------------------
     Net Expenses                                                         0.68%
- --------------------------------------------------------------------------------

(1)  Based on amounts  incurred during the Fund's fiscal year ended December 31,
     1999 as stated as a percentage of net assets.
(2)  Based  on  certain  contractual  fee  waivers  and  expense  reimbursements
     effective through April 30, 2001.

EXAMPLE


The following is a hypothetical example intended to help you compare the cost of
investing  in the Fund to the cost of  investing  in other  mutual  funds.  This
example  assumes a $10,000  investment in the Fund, a 5 percent  annual  return,
that the Fund's operating  expenses remain the same as stated in the table above
(before waivers and  reimbursements)  and reinvestment of all  distributions and
redemption  at the end of each period.  Although your actual costs may be higher
or lower, under these assumptions your costs would be:


      1 YEAR            3 YEARS             5 YEARS           10 YEARS
        $76              $238                $413               $923

INVESTMENT OBJECTIVES, PRINCIPAL
INVESTMENT STRATEGIES AND PRINCIPAL RISKS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The  investment  objective  of the Fund is to provide as high a level of current
income as is consistent with capital  preservation and prudent  investment risk.
There is no assurance that the Fund will achieve this objective.

PRINCIPAL INVESTMENT STRATEGIES
The Fund  invests  under normal  circumstances  at least 65 percent of its total
assets  in  corporate  bonds.  The  Fund  may  also  invest  in U.S.  Government
securities and  mortgage-backed and other similar securities of private issuers.
At least 80 percent of the Fund's  net  assets  will be in  securities  that are
rated, at the time of purchase, in one of the three highest rating categories by
a nationally  recognized  statistical  rating  organization such as Standard and
Poor's or unrated and determined by its subadviser to be of comparable  quality.
No more than 5 percent of the Fund's  total assets will be in  securities  rated
below investment  grade. The Fund's portfolio of corporate debt instruments will
have a minimum weighted average rating of A.

The Fund invests in securities  with  maturities (or average life in the case of
mortgage-backed  and similar  securities)  ranging  from  short-term  (including
overnight) to 30 years.  The Fund seeks to moderate  fluctuation in the price of
its shares by  structuring  maturities of its  investment  portfolio in order to
maintain a duration  between 75 percent and 125  percent of the  duration of the

4
<PAGE>

Lehman Brothers Corporate Bond Index, which was 5.61 years as of March 31, 2000

PRINCIPAL INVESTMENT RISKS

GENERALLY
There is no assurance that the Fund will achieve its investment objective, and a
Fund's net asset value and total return will fluctuate based upon changes in the
value of its portfolio securities.  Upon redemption, an investment in a Fund may
be worth more or less than its original  value.  No Fund, by itself,  provides a
complete investment program.

All investments made by the Fund have some risk. Among other things,  the market
value of any  security  in which a Fund may  invest is based  upon the  market's
perception  of value and not  necessarily  the book  value of an issuer or other
objective  measure of the issuer's  worth.  Certain  investments  and investment
techniques  have  additional  risks,  such as the potential use of leverage by a
Fund through borrowings, securities lending and other investment techniques.

The value of your  investment  in the Fund may change in  response to changes in
interest  rates.  An increase in interest rates  typically  causes a fall in the
value of the fixed income securities in which this Fund invests. Your investment
in the Fund is also  subject  to the risk  that the  financial  condition  of an
issuer of a security  held by the Fund may cause it to default or become  unable
to pay interest or principal due on the  security.  To limit this risk, at least
80 percent of the Fund's  investments  in corporate debt  securities  will be in
securities rated A or better and the Fund will maintain a minimum average rating
of A. For a Fund investing in mortgage-backed and similar  securities,  there is
also the risk that a decline  in  interest  rates may  result in  holders of the
assets  backing the  securities  to prepay their  debts,  resulting in potential
losses in these  securities'  value and yield.  Alternatively,  rising  interest
rates  may  reduce  the  amount  of  prepayments  on the  assets  backing  these
securities,  causing  the Fund's  average  maturity to rise and  increasing  the
Fund's potential for losses in value.

TEMPORARY  DEFENSIVE POSITION The Fund may hold cash or cash equivalents such as
high  quality  money  market  instruments   pending  investment  and  to  retain
flexibility in meeting redemptions and paying expenses. In addition, in order to
respond to adverse market,  economic or other conditions,  the Fund may assume a
temporary defensive position and invest without limit in these instruments. As a
result, the Fund may be unable to achieve its investment objective.


MANAGEMENT
- --------------------------------------------------------------------------------


The business of Memorial  Funds (the  "Trust") and the Fund is managed under the
direction  of the Board of Trustees  (the  "Board").  The Board  formulates  the
general  policies  of the Fund and all  other  series  of the  Trust  and  meets
periodically to review the Fund's performance, monitor investment activities and
practices and discuss other matters affecting the Fund.  Additional  information
regarding  the  Trustees,  as well as  executive  officers,  may be found in the
Statement of Additional Information ("SAI").


ADVISER

Forum Investment Advisors, LLC (the "Adviser"),  Two Portland Square,  Portland,
Maine 04101,  serves as investment  adviser to the Fund.  Subject to the general
control of the  Board,  the  Adviser  is  responsible  for among  other  things,
developing a continuing  investment  program for the Fund in accordance with its
investment  objective,  reviewing the investment  strategies and policies of the
Fund and advising  the Board on the  selection of  additional  subadvisers.  The
Adviser  has  entered  into  an  investment   sub-advisory  agreement  with  the
subadviser to exercise  investment  discretion  over the assets (or a portion of
assets) of the Fund. For its services,  the Adviser  receives an advisory fee at
an annual rate of 0.23 percent of the average daily net assets of Corporate Bond
Fund.

INVESTMENT CONSULTANT

To assist it in carrying  out its  responsibilities,  the  Adviser has  retained
Wellesley  Group,  Inc.,  800 South Street,  Waltham,  Massachusetts  02154,  to
provide  data with which the Adviser and the Board can monitor and  evaluate the
performance of the Fund and the subadviser.

                                                                               5
<PAGE>

SUBADVISER/PORTFOLIO MANAGER

The Adviser has retained the following  subadviser to render  advisory  services
and make daily investment  decisions for the Fund. The day-to-day  management of
the Fund is performed by a portfolio  manager  employed by the subadviser to the
Fund.  The  subadviser  is  registered  or is  exempt  from  registration  as an
investment adviser under the Investment Advisers Act of 1940. The subadviser for
the  Fund  and its  portfolio  manager's  business  experience  and  educational
background follow:

CONSECO CAPITAL MANAGEMENT,  INC. ("CCM"), 11825 N. Pennsylvania Street, Carmel,
Indiana  46032,  manages the  portfolio of Corporate  Bond Fund.  CCM  presently
manages  approximately  $34.3 billion for individuals,  corporations,  insurance
companies,  investment companies,  pension plans, trusts and estates, as well as
charitable organizations including foundations and endowments. Mr. Gregory Hahn,
CFA, is the Fund's portfolio manager. He has been a Senior Vice President of CCM
since 1993.  Mr. Hahn holds a Masters in Business  Administration  from  Indiana
University.

OTHER SERVICE PROVIDERS

The Forum Financial Group of companies  ("Forum")  provides  various services to
the Fund. As of March 31, 2000, Forum provided  administration  and distribution
services to investment companies and collective  investment funds with assets of
approximately $67 billion.

Forum Fund Services, LLC, a registered  broker-dealer and member of the National
Association  of  Securities  Dealers,   Inc.,  is  the  distributor   (principal
underwriter) of the Fund's shares. The distributor acts as the agent of Memorial
Funds in connection with the offering of shares of the Fund. The distributor may
enter  into   arrangements   with  banks,   broker-dealers  or  other  financial
institutions  through which  investors may purchase or redeem shares and may, at
its own expense,  compensate persons who provide services in connection with the
sale or expected sale of shares of the Fund.

Forum  Shareholder  Services,  LLC (the "Transfer Agent") is the Fund's transfer
agent.

SHAREHOLDER SERVICES PLAN

The Trust has  adopted  a  shareholder  services  plan  permitting  the Trust to
compensate financial institutions for acting as shareholder servicing agents for
their  customers.  Under this plan, the Trust has entered into an agreement with
Memorial Group,  Inc., a corporation of which  Christopher W. Hamm, the Chairman
of the Board and  President  of the  Trust,  is the sole  shareholder.  Memorial
Group, Inc. performs certain  shareholder  services not provided by the Transfer
Agent and is paid fees at an annual rate of 0.25  percent of the  average  daily
net  assets of the  shares of the Fund  owned by  investors  for which  Memorial
Group, Inc. maintains a servicing relationship.

FUND EXPENSES

The Fund pays for all of its  expenses.  Each Fund's  expenses are  comprised of
expenses   attributable   to  the  particular  Fund  as  well  as  expenses  not
attributable to any particular Fund that are allocated among the Memorial Funds.
The  Adviser or other  service  providers  may waive all or any portion of their
fees, which are accrued daily and paid monthly. Any waiver would have the effect
of increasing a Fund's performance for the period during which the waiver was in
effect.





6
<PAGE>


YOUR ACCOUNT
- --------------------------------------------------------------------------------

HOW TO CONTACT THE FUND         GENERAL INFORMATION
<TABLE>
          <S>                                                              <C>
WRITE TO US AT:                 You pay no sales charge to purchase or sell (redeem) shares of the Fund.You may
 Memorial  Funds                purchase and sell shares at the net asset value of a share or NAV next calculated
 P.O. Box 446                   after the Transfer Agent receives your request in proper form. If the Transfer
 Portland,  Maine 04112         Agent  receives  your  request  in  proper  form  prior  to 4:00  p.m.,  your
                                transaction will be priced at that day's NAV.  The Fund will not accept orders that
OVERNIGHT ADDRESS               request a particular  day or price  for the  transaction  or any other special conditions.
   Memorial Funds
   Two Portland Square          The Fund does not issue share certificates.
   Portland, Maine 04101
                                You will receive quarterly statements and a confirmation of each transaction.  You
TELEPHONE US                    should verify the accuracy of all transactions in your account as soon as you
TOLL-FREE AT:                   receive your confirmation.
   (888) 263-5593
                                The Fund reserves the right to impose minimum investment amounts and may temporarily
WIRE INVESTMENTS (OR ACH        suspend (during unusual market conditions) or discontinue any service or privilege.
PAYMENTS) TO US AT:
   BankBoston                   WHEN AND HOW NAV IS DETERMINED  The Fund calculates its NAV as of the close of the
   Boston, Massachusetts        New York Stock Exchange (normally 4:00 p.m., Eastern time) on each weekday except
   ABA #011000390               days when the New York Stock Exchange is closed.  The time at which NAV is
   FOR CREDIT TO:               calculated may change in case of an emergency or if the New York Stock Exchange
   Forum Shareholder            closes early.  The Fund's NAV is determined by taking the market value of all
   Services, LLC                securities owned by the fund (plus all other assets such as cash), subtracting all
   Account # 541-54171          liabilities and then dividing the result (net assets) by the number of shares
   Memorial Funds               outstanding.  The Fund values securities for which market quotations are readily
   (Your Name)                  available at current market value.  If market quotations are not readily available,
   (Your  Account  Number)      the Fund values  securities  at fair value,  as determined by the Board.

                                TRANSACTIONS  THROUGH THIRD PARTIES If you invest through a broker or other
                                financial  institution,  the policies and fees charged by that  institution
                                may be different than those of the Fund. Banks,  brokers,  retirement plans
                                and financial  advisers may charge  transaction  fees and may set different
                                minimum  investments or limitations on buying or selling shares.  Consult a
                                representative of your financial institution or retirement plan for further
                                information.

                                BUYING SHARES

                                HOW TO MAKE PAYMENTS All investments must be in U.S.dollars and checks must
                                be drawn on U.S. banks.

                                   CHECKS For individual, sole proprietorship, joint and Uniform Gifts to
                                   Minors  Act  ("UGMA")  or  Uniform  Transfer  to Minors  Act  ("UTMA")
                                   accounts, the check must be made payable to "Memorial Funds" or to one
                                   or more owners of the account and  endorsed to  "Memorial  Funds." For
                                   all other  accounts,  the check  must be made  payable  on its face to
                                   "Memorial  Funds." No other method of check payment is acceptable (for
                                   instance, you may not pay by travelers check).

                                   PURCHASES BY AUTOMATED  CLEARING HOUSE ("ACH") This service allows you
                                   to purchase  additional shares through an electronic transfer of money
                                   from your  checking or savings  account.  When you make an  additional
                                   purchase by telephone,  the Transfer  Agent will  automatically  debit
                                   your  pre-designated bank account for the desired amount. You may call
                                   (888) 263-5593 to request an ACH transaction.

                                   WIRES Instruct your financial institution to make a Federal Funds wire
                                   payment to us.  Your  financial  institution  may charge you a fee for
                                   this service.
</TABLE>

                                                                               7
<PAGE>

MINIMUM INVESTMENTS The minimum initial investment for the Fund is $2,000. There
is no minimum additional investment.

Management of the Fund may choose to waive the initial investment minimum.

ACCOUNT REQUIREMENTS
<TABLE>
                         <S>                                                              <C>
              TYPE OF ACCOUNT                                                       REQUIREMENT
INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS          o    Instructions must be signed by all persons
Individual accounts are owned by one person, as are sole         required to sign exactly as their names appear on
proprietorship accounts. Joint accounts can have two or          the account
more owners  (tenants)
GIFTS OR TRANSFERS TO A MINOR (UGMA,  UTMA)                 o    Depending  on  state  laws,  you  can set up a
These  custodial accounts provide a way to give money to a       custodial  account  under the UGMA or the UTMA
child and obtain tax benefits                               o    The custodian must sign instructions in a
                                                                 manner indicating custodial capacity
BUSINESS ENTITIES                                           o    Submit  a   Corporate/Organization   Resolution
                                                                 form or similar document
TRUSTS                                                      o    The  trust  must  be   established   before  an
                                                                 account can be opened
                                                            o    Provide  a  certified  trust  document,  or the
                                                                 pages from the trust  document  that  identify  the
                                                                 trustees

INVESTMENT PROCEDURES

                  HOW TO OPEN AN ACCOUNT                                   HOW TO ADD TO YOUR ACCOUNT
BY CHECK                                                    BY CHECK
o Call  or  write  us  for an  account  application         o Fill out an investment slip from a
  and/or a  Corporate/Organization  Resolution form           confirmation statement or write us a letter
o Complete the application                                  o Write your account number on your check
o Mail us your application and a check                      o Mail us the slip (or your letter) and a check
BY WIRE                                                     BY WIRE
o Call or write us for an account application               o Call to notify us of your incoming wire
  and/or a Corporate/Organization Resolution form           o Instruct your bank to wire your money to us
o Complete the application
o Call us to fax the completed application and we
  will assign you an account number
o Mail us your original application
o Instruct your bank to wire your money to us
BY ACH PAYMENT                                              BY SYSTEMATIC INVESTMENT
o Call  or  write  us  for an  account  application         o  Complete the Systematic Investment section of
  and/or a Corporate/Organization Resolution form              the application
o Complete the application                                  o  Attach a voided check to your application
o Call us to fax the completed application and we           o  Mail us the completed application and the
  will assign you an account number                            voided check
o Mail us your original application
o Make an ACH payment
</TABLE>

SYSTEMATIC  INVESTMENTS  You may invest a specified  amount of money in the Fund
once or twice a month on  specified  dates.  These  payments are taken from your
bank account by ACH payment. Systematic investments must be for at least $100.

LIMITATIONS  ON  PURCHASES  The Fund  reserves  the right to refuse any purchase
(including exchange) request,  particularly requests that could adversely affect
the Fund or its  operations.  This includes  those from any  individual or group
who,  in the Fund's  view,  is likely to engage in  excessive  trading  (usually
defined as more than four exchanges out of a Fund within a calendar year).

8
<PAGE>

CANCELED OR FAILED  PAYMENTS The Fund accepts  checks and ACH  transfers at full
value subject to  collection.  If your payment for shares is not received or you
pay with a check or ACH  transfer  that does not clear,  your  purchase  will be
canceled.  You will be responsible for any losses or expenses incurred by a Fund
or the Transfer Agent, and the Fund may redeem shares you own in the account (or
another identically  registered account in any Fund) as reimbursement.  The Fund
and its agents  have the right to reject or cancel  any  purchase,  exchange  or
redemption due to nonpayment.

SELLING SHARES

The Fund processes  redemption  orders  promptly and you will generally  receive
redemption  proceeds  within a week.  Delays  may  occur in cases of very  large
redemptions,  excessive trading or during unusual market conditions. If the Fund
has not yet collected  payment for the shares you are selling,  however,  it may
delay sending redemption proceeds for up to 15 calendar days.

                      HOW TO SELL SHARES FROM YOUR ACCOUNT
BY MAIL
o Prepare a written request including:
     o Your name(s) and signature(s)
     o Your account number
     o The Fund name
     o The dollar amount or number of shares you want to sell
     o How and where to send your  proceeds
o Obtain a  signature  guarantee  (if  required)
o Obtain  other documentation (if required)
o Mail us your request and documentation
BY WIRE
o Wire requests are only  available if you provided bank account  information
  on your account application and your request is for $5,000 or more
o Call us  with  your  request  (unless  you  declined  telephone  redemption
  privileges on your account application) (See "By Telephone") OR
o Mail us your request (See "By Mail")
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption privileges
  on your account application)
o Provide the following information:
     o Your account number
     o Exact name(s) in which the account is  registered
     o Additional  form of identification
o Your proceeds will be:
     o Mailed to you OR
     o Wired to you (unless you did not provide bank account information on your
       account application) (See "By Wire")
SYSTEMATICALLY
o Complete the systematic withdrawal section of the application
o Attach a voided check to your application
o Mail us your completed application

TELEPHONE  REDEMPTION  PRIVILEGES You may redeem your shares by telephone unless
you declined telephone redemption  privileges on your account  application.  You
may be responsible  for any fraudulent  telephone  order as long as the Transfer
Agent takes reasonable measures to verify the order.

WIRE  REDEMPTIONS  You may have  your  redemption  proceeds  wired to you if you
provided  bank  account  information  on your account  application.  The minimum
amount you may redeem by wire is $5,000.  If you wish to make your wire  request
by telephone, you must also have telephone redemption privileges.

SYSTEMATIC  WITHDRAWAL If you own shares of the Fund with an aggregate  value of
at least $10,000,  you may request a specified amount of money from your account
once a month or once a quarter on a specified  date.  These payments can be sent

                                                                               9
<PAGE>

to your  address  of  record by check or to a  designated  bank  account  by ACH
payment. Systematic requests must be for at least $100.

SIGNATURE  GUARANTEE  REQUIREMENTS  To protect you and the Fund  against  fraud,
signatures on certain  requests  must have a "signature  guarantee." A signature
guarantee  verifies the authenticity of your signature.  You can obtain one from
most banking  institutions or securities brokers,  but not from a notary public.
For requests made in writing,  a signature  guarantee is required for any of the
following:

o Sales of over $50,000 worth of shares
o Changes to a shareholder's record name
o Redemption from an account for which the address or account registration has
  changed within the last 30 days
o Sending  redemption  proceeds to any person,  address,  brokerage firm or bank
  account  not on  record
o Sending  redemption  proceeds  to an  account  with a different  registration
  (name or ownership)  from yours
o Changes to systematic investment or withdrawal,  distribution, telephone
  redemption or exchange option or any other election in connection with your
  account

SMALL ACCOUNTS If the value of your account falls below $2,000, the Fund may ask
you to increase your  balance.  If the account value is still below $2,000 after
60 days,  the Fund may close your  account and send you the  proceeds.  The Fund
will not close your account if it falls below this amount  solely as a result of
a reduction in your account's market value.

REDEMPTIONS  IN KIND The Fund reserves the right to pay  redemption  proceeds in
portfolio securities rather than cash. These redemptions "in kind" usually occur
if the amount  requested  is large enough to affect the Fund's  operations  (for
example, if it represents more than 1 percent of the Fund's assets).

LOST  ACCOUNTS  The  Transfer   Agent  will  consider  your  account  "lost"  if
correspondence  to your address of record is returned as  undeliverable,  unless
the Transfer Agent  determines your new address.  When an account is "lost," all
distributions  on the account will be  reinvested  in  additional  shares of the
Fund. In addition, the amount of any outstanding (unpaid for six months or more)
checks for  distributions  that have been returned to the Transfer Agent will be
reinvested and the checks will be canceled.

EXCHANGE PRIVILEGES

You may sell your Fund  shares  and buy shares of any other  series of  Memorial
Funds,  also known as an  exchange,  by  telephone  or in writing.  You may also
exchange Fund shares for Institutional Service Shares of Daily Assets Government
Fund (a series of the Forum Funds).  Because exchanges are treated as a sale and
purchase, they may have tax consequences.

REQUIREMENTS  You may exchange  only  between  identically  registered  accounts
(name(s),  address  and  taxpayer  ID number).  There is  currently  no limit on
exchanges, but each Fund reserves the right to limit exchanges. You may exchange
your  shares  by mail or  telephone,  unless  you  declined  telephone  exchange
privileges  on  your  account  application.  You  may  be  responsible  for  any
fraudulent  telephone  order  as long as the  Transfer  Agent  takes  reasonable
measures to verify the order.

                                 HOW TO EXCHANGE
BY MAIL
o Prepare a written request including:
     o Your name(s) and signature(s)
     o Your account number
     o The names of the funds you are exchanging
     o The dollar amount or number of shares you want to sell (and exchange)
o If opening a new account, complete an account application if you are
  requesting different shareholder privileges
o Mail us your request and documentation
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption privileges
  on your account application)
o Provide the following information:
     o Your account number
     o Exact  name(s) in which  account is  registered
     o  Additional  form of identification

10
<PAGE>


SUBADVISER PAST PERFORMANCE
- --------------------------------------------------------------------------------


The following table sets forth the  performance  data relating to the historical
performance  of  the  private  account  clients  (i.e.,  non-investment  company
clients) managed by Conseco Capital Management,  Inc. ("CCM"), subadviser of the
Fund.  The private  accounts of CCM have  investment  objectives  and investment
policies,  strategies and risks substantially  similar to those of the Fund. CCM
does not manage registered  investment companies with investment  objectives and
investment policies,  strategies and risks substantially similar to those of the
Fund.  While  CCM is  primarily  responsible  for the  Fund's  performance,  the
information  presented does not represent the past  performance of the Fund. You
should not consider this performance data as an indication of future performance
of the Fund.


All returns  presented  were  calculated  on a total return  basis,  include the
reinvestment  of all  dividends  and  interest,  and takes into account  accrued
income and realized and  unrealized  gains and losses.  All returns  reflect the
deduction of the actual investment  advisory fees or highest investment advisory
fees charged, brokerage commissions and execution costs paid by the subadviser's
private accounts, without provision for federal or state income taxes. Custodial
fees, if any, were not included in the calculations.


You should be aware that the use of a methodology different from that used below
to calculate  performance could result in different performance data. The Fund's
performance is calculated  using the method required by the U.S.  Securities and
Exchange  Commission,  which  differs  from the  method  used to  calculate  the
performance of the private accounts. The private accounts are not subject to the
same types of expenses  to which the Fund is subject nor to the  diversification
requirements,  specific tax restrictions and investment  limitations  imposed by
the Investment  Company Act of 1940 or Subchapter M of the Internal Revenue Code
of 1986, as amended. The performance results for the private accounts would have
been adversely  affected (i.e.,  lower) if the private accounts  included in the
composite  had  been  regulated  as an  investment  company  under  the  federal
securities laws.


<TABLE>
               <S>                                        <C>                                  <C>
                                          CCM'S COMPOSITE FOR THE CORPORATE       LEHMAN BROTHERS CORPORATE BOND
YEAR(S)                                             BOND STYLE (1)                           INDEX(2)
Since Inception (7/1/1990)(3)                            9.10%                                 8.32%
5 Years (1995-1999)(3)                                   8.32%                                 8.18%
3 Years (1997-1999)(3)                                   5.90%                                 5.48%
1 Year (1999)                                           -0.28%                                -1.95%
1995                                                    19.61%                                22.25%
1996                                                     4.97%                                 3.28%
1997                                                     9.99%                                10.23%
1998                                                     8.30%                                 8.57%
1999                                                    -0.28%                                -1.95%
</TABLE>

(1)  The presentation  above describes and contains  twenty-three  (23) accounts
     valued, as of December 31, 1999, at $373.4 million.

(2)  The Lehman  Brothers  Corporate  Bond  Index is  composed  of all  publicly
     issued, fixed rate,  non-convertible investment grade debt registered under
     the Securities Act of 1933. One cannot invest directly in the index.

(3) Average annual returns through December 31, 1999.






                                                                              11
<PAGE>


OTHER INFORMATION
- --------------------------------------------------------------------------------

DISTRIBUTIONS

The Fund declares  distributions from net investment income daily and pays those
distributions  monthly.  Any net  capital  gain  realized  by the  Fund  will be
distributed at least annually.

All  distributions  are  reinvested  in additional  shares,  unless you elect to
receive  distributions  in cash. For Federal income tax purposes,  distributions
are treated the same  whether they are  received in cash or  reinvested.  Shares
become entitled to receive distributions on the day after the shares are issued.

TAXES

The Fund  intends  to  operate  in a manner  such that it will not be liable for
Federal income or excise tax.

The Fund's  distribution of net investment income (including  short-term capital
gain) is taxable to you as ordinary  income.  A portion of the dividends paid by
the Fund may be eligible  for the  dividends-received  deduction  for  corporate
shareholders.  The Fund's distribution of long-term capital gain, if any, may be
taxable to you as long-term  capital gain  regardless  of how long you have held
your  shares of the Fund.  This  determination  is based  upon how long the Fund
holds  its  investment.  Distributions  may also be  subject  to state and local
taxes.

Distributions of capital gain reduce the net asset value of the Fund's shares by
the  amount  of  the  distribution.  If  you  purchase  shares  prior  to  these
distributions,  you are taxed on the  distribution  even though the distribution
represents a return of your investment. The sale or exchange of Fund shares is a
taxable transaction for Federal income tax purposes.

The Fund may be required to withhold U.S.  federal income tax at the rate of 31%
of all taxable distributions payable to you if you fail to provide the Fund with
your correct taxpayer identification number or to make required  certifications,
or if you  have  been  notified  by the IRS  that  you  are  subject  to  backup
withholding.  Backup  withholding is not an additional tax. Any amounts withheld
may be credited against your U.S. federal income tax liability.

The Fund will mail you  reports  containing  information  about the  income  tax
status of distributions paid during the year after December 31 of each year. For
further  information  about the tax effects of investing in the Fund,  including
state and local tax matters, please see the SAI and consult your tax adviser.

CORE AND GATEWAY(R)

The Fund may seek to achieve its  investment  objective by investing  all of its
assets in shares of another diversified,  open-end management investment company
that has corresponding investment objectives and investment policies to those of
the Fund.






12
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The  following  table is intended to help you  understand  the Fund's  financial
performance.  Total return in the table  represents  the rate an investor  would
have earned (or lost) on an investment in the Fund (assuming the reinvestment of
all  distributions).  This  information has been audited by KPMG LLP. The Fund's
financial statements and the auditor's report are included in the Annual Report,
which is available upon request, without charge.
<TABLE>
               <S>                                                   <C>              <C>           <C>

                                                                                  Year Ended
                                                                  12/31/99                      12/31/98(1)
SELECTED DATA FOR A SINGLE SHARE
Beginning Net Asset Value                                         $10.09                         $10.00
Income From Investment Operations
  Net investment income                                             0.57                           0.43
  Net gain (loss) on securities (realized and unrealized)          -0.75                           0.30
Total From Investment Operations                                   -0.18                           0.73
Less Distributions
  From net investment income                                       -0.57                          -0.43
  From capital gain                                                 -                             -0.21
Total Distributions                                                -0.57                          -0.64
Ending Net Asset Value                                            $ 9.34                         $10.09
OTHER INFORMATION
Ratios to Average Net Assets
  Expenses                                                          0.68%                          0.63%(2)
  Expenses (gross) (3)                                              0.74%                          0.76%(2)
  Net investment income                                             5.94%                          5.60%(2)
Total Return                                                       -1.77%                          7.50%
Portfolio Turnover Rate                                              291%                           377%
Net Assets at End of Period (in thousands)                         $152,391                       $137,338
</TABLE>


(1) Institutional Shares of the Fund commenced operations on March 25, 1998.
(2) Annualized.
(3) Reflects expense ratio in absence of expense reimbursements and fee waivers.











                                                                              13
<PAGE>

<TABLE>
                                        <S>                                                       <C>
FOR MORE INFORMATION                                                                            [LOGO]


The following documents are available free upon request:                                 GOVERNMENT BOND FUND

                                                                                          CORPORATE BOND FUND

                            ANNUAL/SEMI-ANNUAL REPORTS                                    GROWTH EQUITY FUND
 Each Fund will provide annual and semi-annual reports to shareholders that will
   provide additional information about the Fund's investments. In each Fund's             VALUE EQUITY FUND
annual report, you will find a discussion of the market conditions and investment
                strategies that significantly affected the Fund's
                   performances during their last fiscal year.


                   STATEMENT OF ADDITIONAL  INFORMATION ("SAI")
       The SAI provides more detailed information about each Fund and is
                incorporated by reference into this Prospectus.


                               CONTACTING THE FUNDS
  You can get free copies of both reports and the SAI, request other information
and discuss  your  questions  about each Fund by  contacting  your broker or the
                                   Funds at:


                         FORUM SHAREHOLDER SERVICES, LLC
                                   P.O. Box 446
                              Portland, Maine 04112
                                  (888) 263-5593


                  SECURITIES AND EXCHANGE  COMMISSION  INFORMATION
You can also review each Fund's reports and SAI at the Public Reference Room of
the Securities and Exchange Commission ("SEC"). The scheduled hours of operation
    of the Public Reference Room may be obtained by calling the SEC at (202)
  942-8090. You can get copies of this information, for a fee, by e-mail or by
                                  writing to:


                              Public Reference Room
                        Securities and Exchange Commission
                           Washington, D.C. 20549-0102
                       E-mail address: public [email protected]
                                                                                            Memorial Funds
                                                                                          Two Portland Square
Free copies of the reports and SAI are available from the SEC's Internet Web Site         Portland, ME 04101
                              at http://www.sec.gov.                                        (888) 263-5593
</TABLE>



                     Investment Company Act File No. 811-8529





<PAGE>


10


                                     [LOGO]


                                   PROSPECTUS

                                   MAY 1, 2000


                               GROWTH EQUITY FUND

                              Institutional Shares


                   SHARES OF THE FUND ARE OFFERED TO INVESTORS
                     WITHOUT ANY SALES CHARGE OR RULE 12B-1
                              (DISTRIBUTION) FEES.






















           The Securities and Exchange Commission has not approved or
            disapproved the Fund's shares or determined whether this
                       prospectus is accurate or complete.
                Any representation to the contrary is a criminal
                                    offense.


<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------



RISK/RETURN SUMMARY                                                          2



PERFORMANCE                                                                  3



FEE TABLE                                                                    4



INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS   4



MANAGEMENT                                                                   5



YOUR ACCOUNT                                                                 7


     How to Contact the Fund                                                 7

     General Information                                                     7

     Buying Shares                                                           7

     Selling Shares                                                          9

     Exchange Privileges                                                    10


SUBADVISER PAST PERFORMANCE                                                 11



OTHER INFORMATION                                                           12



FINANCIAL HIGHLIGHTS                                                        13




<PAGE>

RISK/RETURN SUMMARY
- --------------------------------------------------------------------------------
<TABLE>
          <S>                                                         <C>

CONCEPTS TO UNDERSTAND        INVESTMENT GOAL Long-term capital appreciation.
GROWTH INVESTING means to
invest in stocks of           PRINCIPAL INVESTMENT STRATEGY Growth Equity Fund (the "Fund") uses a "growth
companies that have           investing" style by investing under normal circumstances at least 65 percent of its
exhibited faster than         total assets in the common stock  of domestic companies that its subadviser
average earnings over the     believes have superior growth potential and fundamental characteristics that are
past few years and are        significantly better than the market average and support internal earnings growth
expected to continue to       capability. The Fund only invests in companies that have a minimum market
show high levels of profit    capitalization of $250 million at the time of purchase, and seeks to maintain a
growth                        minimum average weighted market capitalization of $5 billion.
COMMON STOCK is ownership
shares in a corporation that  PRINCIPAL RISKS OF INVESTING IN THE FUND
are sold initially by the
corporation and then traded   You could lose money on your investment in the Fund and the Fund could under-perform
by investors                  other investments. The principal risks of investing in the Fund include:
MARKET CAPITALIZATION of a
company means the value of    o    The stock market goes down
the company's common stock    o    The stock market continues to undervalue the stocks in the Fund's portfolio
in the stock market           o    The subadviser's judgment as to the value of a stock proves to be wrong
                              o    The Fund's particular investment style falls out of favor with the market

                              An investment in the Fund is not a deposit of a bank and is not insured or guaranteed
                              by the Federal Deposit Insurance Corporation or any other government agency.

                              WHO MAY WANT TO INVEST IN THE FUND

                              You may want to purchase shares of the Fund if:

                              o    You are willing to tolerate significant changes in the value of your
                                   investment
                              o    You are pursuing a long-term goal
                              o    You are willing to accept higher short-term risk

                              The Fund may NOT be appropriate for you if:

                              o    You want an investment that pursues market trends or focuses only on
                                   particular sectors or industries
                              o    You need regular income or stability of principal
                              o    You are pursuing a short-term goal or investing emergency reserves
</TABLE>









2
<PAGE>

PERFORMANCE
- --------------------------------------------------------------------------------

The following chart and table provides some indication of the risks of investing
in the Fund by showing performance and how the Fund's returns compare to a broad
measure of market  performance.  PERFORMANCE  INFORMATION  REPRESENTS  ONLY PAST
PERFORMANCE AND DOES NOT NECESSARILY INDICATE FUTURE RESULTS.

GROWTH EQUITY FUND

The  following  chart  shows the  annual  total  return of the Fund for the full
calendar year the Fund has operated.

[EDGAR Representation of bar chart]

1999 24.44%

During the period shown in the chart,  the highest  quarterly  return was 16.32%
(for the quarter ended  December 31, 1999) and the lowest  quarterly  return was
- -5.25% (for the quarter ended September 30, 1999).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1999 to the S&P 500 Index and the Russell 1000 Growth Index.

                              GROWTH           S&P 500(R)       RUSSELL 1000
YEAR(S)                     EQUITY FUND        INDEX(1)       GROWTH INDEX (2)
1 Year                        24.44%            21.04%             33.16%
Since Inception (3/30/98)     26.23%            19.46%             31.50%

(1)  The S&P  500(R)  Index  is the  Standard  &  Poor's  500  Index,  a  widely
     recognized,  unmanaged  index of common  stock.  The index  figures  assume
     reinvestment  of all dividends  paid by stocks  included in the index.  One
     cannot invest  directly in the index.  While both the S&P 500 Index and the
     Russell 1000 Growth Index are shown,  the subadviser  believes that the S&P
     500 Index more accurately  represents the Fund's industry  diversification,
     capitalization range and risk characteristics.
(2)  The Russell 1000 Growth Index tracks  stocks in the Russell 1000 Index with
     higher price-to-book ratios and higher forecasted growth values. One cannot
     invest directly in the index.






                                                                               3
<PAGE>


FEE TABLE
- --------------------------------------------------------------------------------

The  following  tables  describe the fees and expenses  that you will pay if you
invest in the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)
     Maximum Sales Charge (Load) Imposed on Purchases                      None
     Maximum Deferred Sales Charge (Load)                                  None
         Maximum Sales Charge (Load) Imposed on Reinvested Distributions   None
     Redemption Fee                                                        None
     Exchange Fee                                                          None

ANNUAL FUND OPERATING EXPENSES(1)
(expenses that are deducted from Fund assets)
- --------------------------------------------------------------------------------
     Advisory Fees                                                        0.35%
- --------------------------------------------------------------------------------
     Distribution (12b-1) Fees                                             None
- --------------------------------------------------------------------------------
     Other Expenses                                                       0.74%
- --------------------------------------------------------------------------------
         Shareholder Services Fees                                        0.20%
- --------------------------------------------------------------------------------
         Miscellaneous                                                    0.54%
- --------------------------------------------------------------------------------
     TOTAL ANNUAL FUND OPERATING EXPENSES                                 1.09%
- --------------------------------------------------------------------------------
     Fee Waiver and Expense Reimbursement(2)                              0.09%
- --------------------------------------------------------------------------------
     Net Expenses                                                         1.00%
- --------------------------------------------------------------------------------

(1)  Based on amounts  incurred during the Fund's fiscal year ended December 31,
     1999 as stated as a percentage of net assets.
(2)  Based  on  certain  contractual  fee  waivers  and  expense  reimbursements
     effective through April 30, 2001.

EXAMPLE


The following is a hypothetical example intended to help you compare the cost of
investing  in the Fund to the cost of  investing  in other  mutual  funds.  This
example  assumes a $10,000  investment in the Fund, a 5 percent  annual  return,
that the Fund's operating  expenses remain the same as stated in the table above
(before waivers and  reimbursements)  and reinvestment of all  distributions and
redemption  at the end of each period.  Although your actual costs may be higher
or lower, under these assumptions your costs would be:


 1 YEAR             3 YEARS              5 YEARS                 10 YEARS
  $111               $347                 $602                    $1,332

INVESTMENT OBJECTIVES, PRINCIPAL
INVESTMENT STRATEGIES AND PRINCIPAL RISKS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The investment objective of the Fund is long-term capital appreciation. There is
no assurance that the Fund will achieve this objective.

PRINCIPAL INVESTMENT STRATEGIES
The Fund seeks to achieve its objective by investing under normal  circumstances
at  least 65  percent  of its  total  assets  in the  common  stock of  domestic
companies.   The  Fund  only  invests  in  companies  having  a  minimum  market
capitalization of $250 million at the time of purchase,  and seeks to maintain a
minimum average weighted market capitalization of $5 billion.

The Fund invests in the securities of issuers that its subadviser  believes have
superior growth potential and fundamental characteristics that are significantly
better than the market average and support internal earnings growth  capability.
The Fund may invest in the securities of companies whose growth potential is, in
the subadviser's opinion,  generally unrecognized or misperceived by the market.
The  subadviser  may also  look to  changes  in a company  that  involve a sharp
increase in earnings,  the hiring of new  management or measures  taken to close
the gap between the company's share price and takeover/asset value. The Fund may
also invest in preferred  stocks and securities  convertible  into common stock.

4
<PAGE>

The  Fund  will  only  purchase  convertible  securities  that,  at the  time of
purchase,  are investment grade securities or, if unrated, are determined by the
subadviser to be of comparable quality.

PRINCIPAL INVESTMENT RISKS

GENERALLY
There is no assurance that the Fund will achieve its investment objective, and a
Fund's net asset value and total return will fluctuate based upon changes in the
value of its portfolio securities.  Upon redemption, an investment in a Fund may
be worth more or less than its original  value.  No Fund, by itself,  provides a
complete investment program.

All investments made by the Fund have some risk. Among other things,  the market
value of any  security  in which a Fund may  invest is based  upon the  market's
perception  of value and not  necessarily  the book  value of an issuer or other
objective  measure of the issuer's  worth.  Certain  investments  and investment
techniques  have  additional  risks,  such as the potential use of leverage by a
Fund through borrowings, securities lending and other investment techniques.

The Fund may be an appropriate investment if you are seeking long-term growth in
your  investment,  and are willing to tolerate  significant  fluctuations in the
value of your  investment  in  response  to changes  in the market  value of the
stocks the Fund holds.  This type of market movement may affect the price of the
securities  of a single  issuer,  a segment of the domestic  stock market or the
entire market.  The  investment  style for the Fund could fall out of favor with
the market. In other words, if investors lose interest in "growth" stocks,  then
the net asset value of the Fund could also decrease.

TEMPORARY  DEFENSIVE POSITION The Fund may hold cash or cash equivalents such as
high  quality  money  market  instruments   pending  investment  and  to  retain
flexibility in meeting redemptions and paying expenses. In addition, in order to
respond to adverse market,  economic or other conditions,  the Fund may assume a
temporary defensive position and invest without limit in these instruments. As a
result, the Fund may be unable to achieve its investment objective.

MANAGEMENT
- --------------------------------------------------------------------------------


The business of Memorial  Funds (the  "Trust") and the Fund is managed under the
direction  of the Board of Trustees  (the  "Board").  The Board  formulates  the
general  policies  of the Fund and all  other  series  of the  Trust  and  meets
periodically to review the Fund's performance, monitor investment activities and
practices and discuss other matters affecting the Fund.  Additional  information
regarding  the  Trustees,  as well as  executive  officers,  may be found in the
Statement of Additional Information ("SAI").


ADVISER

Forum Investment Advisors, LLC (the "Adviser"),  Two Portland Square,  Portland,
Maine 04101,  serves as investment  adviser to the Fund.  Subject to the general
control of the  Board,  the  Adviser  is  responsible  for among  other  things,
developing a continuing  investment  program for the Fund in accordance with its
investment  objective,  reviewing the investment  strategies and policies of the
Fund and advising  the Board on the  selection of  additional  subadvisers.  The
Adviser  has  entered  into  an  investment   sub-advisory  agreement  with  the
subadviser to exercise  investment  discretion  over the assets (or a portion of
assets) of the Fund. For its services,  the Adviser  receives an advisory fee at
an annual rate of 0.35 percent of the average  daily net assets of Growth Equity
Fund.

INVESTMENT CONSULTANT

To assist it in carrying  out its  responsibilities,  the  Adviser has  retained
Wellesley  Group,  Inc.,  800 South Street,  Waltham,  Massachusetts  02154,  to
provide  data with which the Adviser and the Board can monitor and  evaluate the
performance of the Fund and the subadviser.

                                                                               5
<PAGE>

SUBADVISER/PORTFOLIO MANAGER

The Adviser has retained the following  subadviser to render  advisory  services
and make daily investment  decisions for the Fund. The day-to-day  management of
the Fund is performed by a portfolio  manager  employed by the subadviser to the
Fund.  The  subadviser  is  registered  or is  exempt  from  registration  as an
investment adviser under the Investment Advisers Act of 1940. The subadviser for
the  Fund  and its  portfolio  manager's  business  experience  and  educational
background follow:

DAVIS HAMILTON  JACKSON & ASSOCIATES,  L.P.  ("DHJA"),  Two Houston Center,  909
Fannin Street, Suite 550, Houston,  Texas 77010, manages the portfolio of Growth
Equity Fund. DHJA currently  manages  approximately  $2 billion for institutions
and  high net  worth  individuals  and  invests  primarily  in  domestic  equity
securities. Mr. J. Patrick Clegg, CFA, is the Fund's portfolio manager. Prior to
joining DHJA as a portfolio manager, he was a Principal and Director of Research
at Luther King Capital  Management in Fort Worth,  Texas from 1991 to 1996.  Mr.
Clegg holds a Masters in Business Administration from the University of Texas.

OTHER SERVICE PROVIDERS

The Forum Financial Group of companies  ("Forum")  provides  various services to
the Fund. As of March 31, 2000, Forum provided  administration  and distribution
services to investment companies and collective  investment funds with assets of
approximately $67 billion.

Forum Fund Services, LLC, a registered  broker-dealer and member of the National
Association  of  Securities  Dealers,   Inc.,  is  the  distributor   (principal
underwriter) of the Fund's shares. The distributor acts as the agent of Memorial
Funds in connection with the offering of shares of the Fund. The distributor may
enter  into   arrangements   with  banks,   broker-dealers  or  other  financial
institutions  through which  investors may purchase or redeem shares and may, at
its own expense,  compensate persons who provide services in connection with the
sale or expected sale of shares of the Fund.

Forum  Shareholder  Services,  LLC (the "Transfer Agent") is the Fund's transfer
agent.

SHAREHOLDER SERVICES PLAN

The Trust has  adopted  a  shareholder  services  plan  permitting  the Trust to
compensate financial institutions for acting as shareholder servicing agents for
their  customers.  Under this plan, the Trust has entered into an agreement with
Memorial Group,  Inc., a corporation of which  Christopher W. Hamm, the Chairman
of the Board and  President  of the  Trust,  is the sole  shareholder.  Memorial
Group, Inc. performs certain  shareholder  services not provided by the Transfer
Agent and is paid fees at an annual rate of 0.25  percent of the  average  daily
net  assets of the  shares of the Fund  owned by  investors  for which  Memorial
Group, Inc. maintains a servicing relationship.

FUND EXPENSES

The Fund pays for all of its  expenses.  Each Fund's  expenses are  comprised of
expenses   attributable   to  the  particular  Fund  as  well  as  expenses  not
attributable to any particular Fund that are allocated among the Memorial Funds.
The  Adviser or other  service  providers  may waive all or any portion of their
fees, which are accrued daily and paid monthly. Any waiver would have the effect
of increasing a Fund's performance for the period during which the waiver was in
effect.


6
<PAGE>

YOUR ACCOUNT
- --------------------------------------------------------------------------------

HOW TO CONTACT THE FUND         GENERAL INFORMATION

<TABLE>
          <S>                                                              <C>
WRITE TO US AT:                 You pay no sales charge to purchase or sell (redeem) shares of the Fund.You may
 Memorial  Funds                purchase and sell shares at the net asset value of a share or NAV next calculated
 P.O. Box 446                   after the Transfer Agent receives your request in proper form. If the Transfer
 Portland,  Maine 04112         Agent  receives  your  request  in  proper  form  prior  to 4:00  p.m.,  your
                                transaction will be priced at that day's NAV.  The Fund will not accept orders that
OVERNIGHT ADDRESS               request a particular  day or price  for the  transaction  or any other special conditions.
   Memorial Funds
   Two Portland Square          The Fund does not issue share certificates.
   Portland, Maine 04101
                                You will receive quarterly statements and a confirmation of each transaction.  You
TELEPHONE US                    should verify the accuracy of all transactions in your account as soon as you
TOLL-FREE AT:                   receive your confirmation.
   (888) 263-5593
                                The Fund reserves the right to impose minimum investment amounts and may temporarily
WIRE INVESTMENTS (OR ACH        suspend (during unusual market conditions) or discontinue any service or privilege.
PAYMENTS) TO US AT:
   BankBoston                   WHEN AND HOW NAV IS DETERMINED  The Fund calculates its NAV as of the close of the
   Boston, Massachusetts        New York Stock Exchange (normally 4:00 p.m., Eastern time) on each weekday except
   ABA #011000390               days when the New York Stock Exchange is closed.  The time at which NAV is
   FOR CREDIT TO:               calculated may change in case of an emergency or if the New York Stock Exchange
   Forum Shareholder            closes early.  The Fund's NAV is determined by taking the market value of all
   Services, LLC                securities owned by the fund (plus all other assets such as cash), subtracting all
   Account # 541-54171          liabilities and then dividing the result (net assets) by the number of shares
   Memorial Funds               outstanding.  The Fund values securities for which market quotations are readily
   (Your Name)                  available at current market value.  If market quotations are not readily available,
   (Your  Account  Number)      the Fund values  securities  at fair value,  as determined by the Board.

                                TRANSACTIONS  THROUGH THIRD PARTIES If you invest through a broker or other
                                financial  institution,  the policies and fees charged by that  institution
                                may be different than those of the Fund. Banks,  brokers,  retirement plans
                                and financial  advisers may charge  transaction  fees and may set different
                                minimum  investments or limitations on buying or selling shares.  Consult a
                                representative of your financial institution or retirement plan for further
                                information.

                                BUYING SHARES

                                HOW TO MAKE  PAYMENTS All  investments  must be in U.S.  dollars and checks
                                must be drawn on U.S. banks.

                                CHECKS For  individual,  sole  proprietorship,  joint and Uniform  Gifts to
                                Minors Act ("UGMA") or Uniform  Transfer to Minors Act  ("UTMA")  accounts,
                                the check must be made payable to "Memorial Funds" or to one or more owners
                                of the account and  endorsed to "Memorial  Funds." For all other  accounts,
                                the check must be made  payable on its face to  "Memorial  Funds." No other
                                method of check payment is  acceptable  (for  instance,  you may not pay by
                                travelers check).

                                PURCHASES BY AUTOMATED  CLEARING  HOUSE ("ACH") This service  allows you to
                                purchase  additional  shares  through an electronic  transfer of money from
                                your checking or savings account.  When you make an additional  purchase by
                                telephone,  the Transfer Agent will automatically debit your pre-designated
                                bank account for the desired amount. You may call (888) 263-5593 to request
                                an ACH transaction.

                                WIRES  Instruct  your  financial  institution  to make a Federal Funds wire
                                payment to us.  Your  financial  institution  may charge you a fee for this
                                service.
</TABLE>

                                                                               7
<PAGE>

MINIMUM INVESTMENTS The minimum initial investment for the Fund is $2,000. There
is no minimum additional investment.

Management of the Fund may choose to waive the initial investment minimum.

ACCOUNT REQUIREMENTS
<TABLE>
                         <S>                                                              <C>
              TYPE OF ACCOUNT                                                       REQUIREMENT
INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS          o    Instructions must be signed by all persons
Individual accounts are owned by one person, as are sole         required to sign exactly as their names appear on
proprietorship accounts. Joint accounts can have two or          the account
more owners  (tenants)
GIFTS OR TRANSFERS TO A MINOR (UGMA,  UTMA)                 o    Depending  on  state  laws,  you  can set up a
These  custodial accounts provide a way to give money to a       custodial  account  under the UGMA or the UTMA
child and obtain tax benefits                               o    The custodian must sign instructions in a
                                                                 manner indicating custodial capacity
BUSINESS ENTITIES                                           o    Submit  a   Corporate/Organization   Resolution
                                                                 form or similar document
TRUSTS                                                      o    The  trust  must  be   established   before  an
                                                                 account can be opened
                                                            o    Provide  a  certified  trust  document,  or the
                                                                 pages from the trust  document  that  identify  the
                                                                 trustees

INVESTMENT PROCEDURES

                  HOW TO OPEN AN ACCOUNT                                   HOW TO ADD TO YOUR ACCOUNT
BY CHECK                                                    BY CHECK
o Call  or  write  us  for an  account  application         o Fill out an investment slip from a
  and/or a  Corporate/Organization  Resolution form           confirmation statement or write us a letter
o Complete the application                                  o Write your account number on your check
o Mail us your application and a check                      o Mail us the slip (or your letter) and a check
BY WIRE                                                     BY WIRE
o Call or write us for an account application               o Call to notify us of your incoming wire
  and/or a Corporate/Organization Resolution form           o Instruct your bank to wire your money to us
o Complete the application
o Call us to fax the completed application and we
  will assign you an account number
o Mail us your original application
o Instruct your bank to wire your money to us
BY ACH PAYMENT                                              BY SYSTEMATIC INVESTMENT
o Call  or  write  us  for an  account  application         o  Complete the Systematic Investment section of
  and/or a Corporate/Organization Resolution form              the application
o Complete the application                                  o  Attach a voided check to your application
o Call us to fax the completed application and we           o  Mail us the completed application and the
  will assign you an account number                            voided check
o Mail us your original application
o Make an ACH payment
</TABLE>

SYSTEMATIC  INVESTMENTS  You may invest a specified  amount of money in the Fund
once or twice a month on  specified  dates.  These  payments are taken from your
bank account by ACH payment. Systematic investments must be for at least $100.

LIMITATIONS  ON  PURCHASES  The Fund  reserves  the right to refuse any purchase
(including exchange) request,  particularly requests that could adversely affect
the Fund or its  operations.  This includes  those from any  individual or group
who,  in the Fund's  view,  is likely to engage in  excessive  trading  (usually
defined as more than four exchanges out of a Fund within a calendar year).

8
<PAGE>

CANCELED OR FAILED  PAYMENTS The Fund accepts  checks and ACH  transfers at full
value subject to  collection.  If your payment for shares is not received or you
pay with a check or ACH  transfer  that does not clear,  your  purchase  will be
canceled.  You will be responsible for any losses or expenses incurred by a Fund
or the Transfer Agent, and the Fund may redeem shares you own in the account (or
another identically  registered account in any Fund) as reimbursement.  The Fund
and its agents  have the right to reject or cancel  any  purchase,  exchange  or
redemption due to nonpayment.

SELLING SHARES

The Fund processes  redemption  orders  promptly and you will generally  receive
redemption  proceeds  within a week.  Delays  may  occur in cases of very  large
redemptions,  excessive trading or during unusual market conditions. If the Fund
has not yet collected  payment for the shares you are selling,  however,  it may
delay sending redemption proceeds for up to 15 calendar days.

                      HOW TO SELL SHARES FROM YOUR ACCOUNT
BY MAIL
o Prepare a written request including:
     o Your name(s) and signature(s)
     o Your account number
     o The Fund name
     o The dollar amount or number of shares you want to sell
     o How and where to send your  proceeds
o Obtain a  signature  guarantee  (if  required)
o Obtain  other documentation (if required)
o Mail us your request and documentation
BY WIRE
o Wire requests are only  available if you provided bank account  information
  on your account application and your request is for $5,000 or more
o Call us  with  your  request  (unless  you  declined  telephone  redemption
  privileges on your account application) (See "By Telephone") OR
o Mail us your request (See "By Mail")
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption privileges
  on your account application)
o Provide the following information:
     o Your account number
     o Exact name(s) in which the account is  registered
     o Additional  form of identification
o Your proceeds will be:
     o Mailed to you OR
     o Wired to you (unless you did not provide bank account information on your
       account application) (See "By Wire")
SYSTEMATICALLY
o Complete the systematic withdrawal section of the application
o Attach a voided check to your application
o Mail us your completed application

TELEPHONE  REDEMPTION  PRIVILEGES You may redeem your shares by telephone unless
you declined telephone redemption  privileges on your account  application.  You
may be responsible  for any fraudulent  telephone  order as long as the Transfer
Agent takes reasonable measures to verify the order.

WIRE  REDEMPTIONS  You may have  your  redemption  proceeds  wired to you if you
provided  bank  account  information  on your account  application.  The minimum
amount you may redeem by wire is $5,000.  If you wish to make your wire  request
by telephone, you must also have telephone redemption privileges.

SYSTEMATIC  WITHDRAWAL If you own shares of the Fund with an aggregate  value of
at least $10,000,  you may request a specified amount of money from your account
once a month or once a quarter on a specified  date.  These payments can be sent

                                                                               9
<PAGE>

to your  address  of  record by check or to a  designated  bank  account  by ACH
payment. Systematic requests must be for at least $100.

SIGNATURE  GUARANTEE  REQUIREMENTS  To protect you and the Fund  against  fraud,
signatures on certain  requests  must have a "signature  guarantee." A signature
guarantee  verifies the authenticity of your signature.  You can obtain one from
most banking  institutions or securities brokers,  but not from a notary public.
For requests made in writing,  a signature  guarantee is required for any of the
following:

o Sales of over $50,000 worth of shares
o Changes to a shareholder's record name
o Redemption from an account for which the address or account registration has
  changed within the last 30 days
o Sending  redemption  proceeds to any person,  address,  brokerage firm or bank
  account  not on  record
o Sending  redemption  proceeds  to an  account  with a different  registration
  (name or ownership)  from yours
o Changes to systematic investment or withdrawal,  distribution, telephone
  redemption or exchange option or any other election in connection with your
  account

SMALL ACCOUNTS If the value of your account falls below $2,000, the Fund may ask
you to increase your  balance.  If the account value is still below $2,000 after
60 days,  the Fund may close your  account and send you the  proceeds.  The Fund
will not close your account if it falls below this amount  solely as a result of
a reduction in your account's market value.

REDEMPTIONS  IN KIND The Fund reserves the right to pay  redemption  proceeds in
portfolio securities rather than cash. These redemptions "in kind" usually occur
if the amount  requested  is large enough to affect the Fund's  operations  (for
example, if it represents more than 1 percent of the Fund's assets).

LOST  ACCOUNTS  The  Transfer   Agent  will  consider  your  account  "lost"  if
correspondence  to your address of record is returned as  undeliverable,  unless
the Transfer Agent  determines your new address.  When an account is "lost," all
distributions  on the account will be  reinvested  in  additional  shares of the
Fund. In addition, the amount of any outstanding (unpaid for six months or more)
checks for  distributions  that have been returned to the Transfer Agent will be
reinvested and the checks will be canceled.

EXCHANGE PRIVILEGES

You may sell your Fund shares and buy shares of any other series of the Memorial
Funds,  also known as an  exchange,  by  telephone  or in writing.  You may also
exchange Fund shares for Institutional Service Shares of Daily Assets Government
Fund (a series of the Forum Funds).  Because exchanges are treated as a sale and
purchase, they may have tax consequences.

REQUIREMENTS  You may exchange  only  between  identically  registered  accounts
(name(s),  address  and  taxpayer  ID number).  There is  currently  no limit on
exchanges, but each Fund reserves the right to limit exchanges. You may exchange
your  shares  by mail or  telephone,  unless  you  declined  telephone  exchange
privileges  on  your  account  application.  You  may  be  responsible  for  any
fraudulent  telephone  order  as long as the  Transfer  Agent  takes  reasonable
measures to verify the order.

                                 HOW TO EXCHANGE
BY MAIL
o Prepare a written request including:
     o Your name(s) and signature(s)
     o Your account number
     o The names of the funds you are exchanging
     o The dollar amount or number of shares you want to sell (and exchange)
o If opening a new account, complete an account application if you are
  requesting different shareholder privileges
o Mail us your request and documentation
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption privileges
  on your account application)
o Provide the following information:
     o Your account number
     o Exact  name(s) in which  account is  registered
     o Additional form of identification


10
<PAGE>

SUBADVISER PAST PERFORMANCE
- --------------------------------------------------------------------------------


The following table sets forth the  performance  data relating to the historical
performance  of  the  private  account  clients  (i.e.,  non-investment  company
clients)  managed  by  Davis  Hamilton  Jackson  &  Associates,  L.P.  ("DHJA"),
subadviser of the Fund. The private  accounts of DHJA have  investment
objectives and investment policies,  strategies and risks substantially  similar
to those of the Fund. DHJA does not manage registered  investment companies with
investment   objectives   and   investment   policies,   strategies   and  risks
substantially  similar to those of the Fund. While DHJA is primarily responsible
for the Fund's  performance,  the  information  presented does not represent the
past  performance of the Fund. You should not consider this  performance data as
an indication of future performance of the Fund.


All returns  presented  were  calculated  on a total return  basis,  include the
reinvestment  of all  dividends  and  interest,  and takes into account  accrued
income and realized and  unrealized  gains and losses.  All returns  reflect the
deduction of the actual investment  advisory fees or highest investment advisory
fees charged, brokerage commissions and execution costs paid by the subadviser's
private accounts, without provision for federal or state income taxes. Custodial
fees, if any, were not included in the calculations.


You should be aware that the use of a methodology different from that used below
to calculate  performance could result in different performance data. The Fund's
performance is calculated  using the method required by the U.S.  Securities and
Exchange  Commission,  which  differs  from the  method  used to  calculate  the
performance of the private accounts. The private accounts are not subject to the
same types of expenses  to which the Fund is subject nor to the  diversification
requirements,  specific tax restrictions and investment  limitations  imposed by
the Investment  Company Act of 1940 or Subchapter M of the Internal Revenue Code
of 1986, as amended. The performance results for the private accounts would have
been adversely  affected (i.e.,  lower) if the private accounts  included in the
composite  had  been  regulated  as an  investment  company  under  the  federal
securities laws.


<TABLE>
          <S>                                      <C>                      <C>                      <C>
                                          DHJA'S COMPOSITE FOR           S&P 500(R)          RUSSELL 1000 GROWTH
YEAR(S)                                     THE GROWTH EQUITY            INDEX(2)                  INDEX(3)
                                                STYLE (1)
10 Years (1990-1999) (4)                          19.3%                    18.2%                    20.3%
5 Years (1995-1999)(4)                            29.4%                    28.6%                    32.4%
3 Years (1997-1999)(4)                            32.1%                    27.6%                    34.1%
1 Year (1999)                                     24.4%                    21.0%                    33.1%
1995                                              35.4%                    37.5%                    37.2%
1996                                              15.9%                    23.0%                    23.1%
1997                                              34.9%                    33.3%                    30.5%
1998                                              37.5%                    28.6%                    38.7%
1999                                              24.4%                    21.0%                    33.1%
</TABLE>

(1)  The presentation  above describes and contains  thirty-eight  (38) accounts
     valued, as of December 31, 1999, at $1.436 billion.  DHJA's results for the
     period of January 1, 1990 through December 31, 1992 were valued monthly and
     the  composites  were equal  weighted.  DHJA's  results for the period from
     January  1, 1993  through  December  31,  1999 are valued  monthly  and the
     composites are asset weighted. The composite for the time period of January
     1, 1990 through  December 31, 1992 does not include those  portfolios  that
     maintained  restrictions which prohibited DHJA from managing those accounts
     in  a  manner  substantially  similar  to  the  investment  objectives  and
     investment policies, strategies of the Fund.

(2)  The S&P  500(R)  Index  is the  Standard  &  Poor's  500  Index,  a  widely
     recognized,  unmanaged  index of common  stock.  The index  figures  assume
     reinvestment  of all dividends  paid by stocks  included in the index.  One
     cannot invest  directly in the index.  While both the S&P 500 Index and the
     Russell 1000 Growth Index are shown,  DHJA  believes that the S&P 500 Index
     more accurately represents the private account's industry  diversification,
     capitalization range and risk characteristics.

(3)  The Russell 1000 Growth Index tracks  stocks in the Russell 1000 Index with
     higher price-to-book ratios and higher forecasted growth values. One cannot
     invest directly in the index.

(4) Average annual returns through December 31, 1999.


                                                                              11
<PAGE>


OTHER INFORMATION
- --------------------------------------------------------------------------------

DISTRIBUTIONS

The Fund declares and pays  distributions  from net investment income quarterly.
Any net capital gain realized by the Fund will be distributed at least annually.

All  distributions  are  reinvested  in additional  shares,  unless you elect to
receive  distributions  in cash. For Federal income tax purposes,  distributions
are treated the same  whether they are  received in cash or  reinvested.  Shares
become entitled to receive distributions on the day after the shares are issued.

TAXES

The Fund  intends  to  operate  in a manner  such that it will not be liable for
Federal income or excise tax.

The Fund's  distribution of net investment income (including  short-term capital
gain) is taxable to you as ordinary  income.  A portion of the dividends paid by
the Fund may be eligible  for the  dividends-received  deduction  for  corporate
shareholders.  The Fund's distribution of long-term capital gain, if any, may be
taxable to you as long-term  capital gain  regardless  of how long you have held
your  shares of the Fund.  This  determination  is based  upon how long the Fund
holds  its  investment.  Distributions  may also be  subject  to state and local
taxes.

Distributions of capital gain reduce the net asset value of the Fund's shares by
the  amount  of  the  distribution.  If  you  purchase  shares  prior  to  these
distributions,  you are taxed on the  distribution  even though the distribution
represents a return of your investment. The sale or exchange of Fund shares is a
taxable transaction for Federal income tax purposes.

The Fund may be required to withhold U.S.  federal income tax at the rate of 31%
of all taxable distributions payable to you if you fail to provide the Fund with
your correct taxpayer identification number or to make required  certifications,
or if you  have  been  notified  by the IRS  that  you  are  subject  to  backup
withholding.  Backup  withholding is not an additional tax. Any amounts withheld
may be credited against your U.S. federal income tax liability.

The Fund will mail you  reports  containing  information  about the  income  tax
status of distributions paid during the year after December 31 of each year. For
further  information  about the tax effects of investing in the Fund,  including
state and local tax matters, please see the SAI and consult your tax adviser.

CORE AND GATEWAY(R)

The Fund may seek to achieve its  investment  objective by investing  all of its
assets in shares of another diversified,  open-end management investment company
that has corresponding investment objectives and investment policies to those of
the Fund.






12
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The  following  table is intended to help you  understand  the Fund's  financial
performance.  Total return in the table  represents  the rate an investor  would
have earned (or lost) on an investment in the Fund (assuming the reinvestment of
all  distributions).  This  information has been audited by KPMG LLP. The Fund's
financial statements and the auditor's report are included in the Annual Report,
which is available upon request, without charge.
<TABLE>
               <S>                                                  <C>              <C>            <C>

                                                                                  Year Ended
                                                                   12/31/99                      12/31/98(1)
SELECTED DATA FOR A SINGLE SHARE
Beginning Net Asset Value                                         $11.49                         $10.00
Income From Investment Operations
  Net investment income                                            -0.01                           0.01
  Net gain (loss) on securities (realized and unrealized)           2.67                           2.09
Total From Investment Operations                                    2.66                           2.10
Less Distributions
  From net investment income                                       -0.00(2)                       -0.01
  From capital gain                                                -1.56                          -0.60
  Return of capital                                                -0.09                           -
Total Distributions                                                -1.65                          -0.61
Ending Net Asset Value                                            $12.50                         $11.49
OTHER INFORMATION
Ratios to Average Net Assets
  Expenses                                                          1.00%                          1.00%(3)
  Expenses (gross) (4)                                              1.09%                          1.19%(3)
  Net investment income                                            -0.10%                          0.16%(3)
Total Return                                                       24.44%                         20.97%
Portfolio Turnover Rate                                              108%                           135%
Net Assets at End of Period (in thousands)                        $41,833                        $26,426
</TABLE>


(1) Institutional Shares of the Fund commenced operations on March 29, 1998.
(2) Distributions per share were $.00055.
(3) Annualized.
(4) Reflects expense ratio in absence of expense reimbursements and fee waivers.







                                                                              13
<PAGE>
<TABLE>
                                        <S>                                                         <C>
FOR MORE INFORMATION                                                                            [LOGO]


The following documents are available free upon request:                                 GOVERNMENT BOND FUND

                                                                                          CORPORATE BOND FUND

                            ANNUAL/SEMI-ANNUAL REPORTS                                    GROWTH EQUITY FUND
 Each Fund will provide annual and semi-annual reports to shareholders that will
   provide additional information about the Fund's investments. In each Fund's             VALUE EQUITY FUND
annual report, you will find a discussion of the market conditions and investment
                strategies that significantly affected the Fund's
                   performances during their last fiscal year.


                   STATEMENT OF ADDITIONAL INFORMATION ("SAI")
 The SAI provides more detailed information about each Fund and is incorporated
                       by reference into this Prospectus.


                              CONTACTING THE FUNDS
 You can get free copies of both reports and the SAI, request other information
  and discuss your questions about each Fund by contacting your broker or the
                                   Funds at:


                         FORUM SHAREHOLDER SERVICES, LLC
                                   P.O. Box 446
                              Portland, Maine 04112
                                  (888) 263-5593


                 SECURITIES AND EXCHANGE COMMISSION INFORMATION
You can also review each Fund's reports and SAI at the Public Reference Room of
the Securities and Exchange Commission ("SEC"). The scheduled hours of operation
    of the Public Reference Room may be obtained by calling the SEC at (202)
  942-8090. You can get copies of this information, for a fee, by e-mail or by
                                  writing to:


                              Public Reference Room
                        Securities and Exchange Commission
                           Washington, D.C. 20549-0102
                       E-mail address: public [email protected]
                                                                                            Memorial Funds
                                                                                          Two Portland Square
Free copies of the reports and SAI are available from the SEC's Internet Web Site         Portland, ME 04101
                              at http://www.sec.gov.                                        (888) 263-5593
</TABLE>




                     Investment Company Act File No. 811-8529





<PAGE>



                                     [LOGO]


                                   PROSPECTUS

                                   MAY 1, 2000


                                VALUE EQUITY FUND

                              Institutional Shares


                   SHARES OF THE FUND ARE OFFERED TO INVESTORS
                     WITHOUT ANY SALES CHARGE OR RULE 12B-1
                              (DISTRIBUTION) FEES.






















           The Securities and Exchange Commission has not approved or
            disapproved the Fund's shares or determined whether this
                       prospectus is accurate or complete.
                Any representation to the contrary is a criminal
                                    offense.


<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

RISK/RETURN SUMMARY                                                         2



PERFORMANCE                                                                 3



FEE TABLE                                                                   4



INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS  5



MANAGEMENT                                                                  6



YOUR ACCOUNT                                                                8


     How to Contact the Fund                                                8

     General Information                                                    8

     Buying Shares                                                          8

     Selling Shares                                                        10

     Exchange Privileges                                                   11


OTHER INFORMATION                                                          12



FINANCIAL HIGHLIGHTS                                                       13




<PAGE>

RISK/RETURN SUMMARY
- --------------------------------------------------------------------------------
<TABLE>
          <S>                                                              <C>
CONCEPTS TO UNDERSTAND        INVESTMENT GOAL Long-term capital appreciation.
VALUE INVESTING means to
invest in stocks whose        PRINCIPAL INVESTMENT STRATEGY Value Equity Fund (the "Fund") uses a "value investing"
prices are low relative to    style by investing under normal circumstances at least 65 percent of its total assets
stocks of comparable          in the common stock of domestic companies that its subadviser believes are
companies                     under-priced relative to comparable securities determined by price/earnings ratios,
COMMON STOCK is ownership
shares in a corporation       cash flows or other measures. The Fund only invests in companies that have a minimum
that are sold initially by    market capitalization of $250 million at the time of purchase and seeks to maintain a
the corporation and then      minimum average weighted market capitalization of $5 billion.
traded by investors
PRICE/EARNINGS RATIO means    PRINCIPAL RISKS OF INVESTING IN THE FUND
the ratio of a company's
current market                You could lose money on your investment in the Fund and the Fund could under-perform
capitalization divided by     other investments. The principal risks of investing in the Fund include:
annual earnings per share
MARKET CAPITALIZATION of a    o    The stock market goes down
company means the value of    o    The stock market continues to undervalue the stocks in the Fund's portfolio
the company's common stock    o    The subadviser's judgment as to the value of a stock proves to be wrong
in the stock market           o    The Fund's particular investment style falls out of favor with the market

                              An  investment  in the Fund is not a deposit  of a
                              bank  and  is not  insured  or  guaranteed  by the
                              Federal Deposit Insurance Corporation or any other
                              government agency.

                              WHO MAY WANT TO INVEST IN THE FUND

                              You may want to purchase shares of the Fund if:

                              o    You are willing to tolerate significant changes in the value of your
                                   investment
                              o    You are pursuing a long-term goal
                              o    You are willing to accept higher short-term risk

                              The Fund may NOT be appropriate for you if:

                              o    You want an investment that pursues market trends or focuses only on
                                   particular sectors or industries
                              o    You need regular income or stability of principal
                              o    You are pursuing a short-term goal or investing emergency reserves

</TABLE>





2
<PAGE>

PERFORMANCE
- --------------------------------------------------------------------------------

The following chart and table provides some indication of the risks of investing
in the Fund by showing performance and how the Fund's returns compare to a broad
measure of market  performance.  PERFORMANCE  INFORMATION  REPRESENTS  ONLY PAST
PERFORMANCE AND DOES NOT NECESSARILY INDICATE FUTURE RESULTS.

VALUE EQUITY FUND

The  following  chart  shows the  annual  total  return of the Fund for the full
calendar year the Fund has operated.

[EDGAR Representation of bar chart]

1999      -3.96%

During the period shown in the chart,  the highest  quarterly  return was 10.84%
(for the  quarter  ended  June 30,  1999) and the  lowest  quarterly  return was
- -11.23% (for the quarter ended September 30, 1999).

The  following  table  compares the Fund's  average  annual total  returns as of
December 31, 1999 to the Russell 1000 Value Index.

                                       VALUE                   RUSSELL 1000
YEAR(S)                             EQUITY FUND               VALUE INDEX(1)
1 Year                                -3.96%                      7.35%
Since Inception (3/30/98)             -6.67%                      6.63%

(1)  The Russell 1000 Value Index  tracks  stocks in the Russell 1000 Index with
     lower  price-to-book  ratios and lower forecasted growth values. One cannot
     invest directly in the index.






                                                                               3
<PAGE>


FEE TABLE
- --------------------------------------------------------------------------------

The  following  tables  describe the fees and expenses  that you will pay if you
invest in the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)
     Maximum Sales Charge (Load) Imposed on Purchases                      None
     Maximum Deferred Sales Charge (Load)                                  None
         Maximum Sales Charge (Load) Imposed on Reinvested Distributions   None
     Redemption Fee                                                        None
     Exchange Fee                                                          None

ANNUAL FUND OPERATING EXPENSES(1)
(expenses that are deducted from Fund assets)
- --------------------------------------------------------------------------------
     Advisory Fees                                                        0.35%
- --------------------------------------------------------------------------------
     Distribution (12b-1) Fees                                             None
- --------------------------------------------------------------------------------
     Other Expenses                                                       0.74%
- --------------------------------------------------------------------------------
         Shareholder Services Fees                                        0.20%
- --------------------------------------------------------------------------------
         Miscellaneous                                                    0.54%
- --------------------------------------------------------------------------------
     TOTAL ANNUAL FUND OPERATING EXPENSES                                 1.09%
- --------------------------------------------------------------------------------
     Fee Waiver and Expense Reimbursement(2)                              0.09%
- --------------------------------------------------------------------------------
     Net Expenses                                                         1.00%
- --------------------------------------------------------------------------------

(1)  Based on amounts  incurred during the Fund's fiscal year ended December 31,
     1999 as stated as a percentage of net assets.
(2)  Based  on  certain  contractual  fee  waivers  and  expense  reimbursements
     effective through April 30, 2001.

EXAMPLE


The following is a hypothetical example intended to help you compare the cost of
investing  in the Fund to the cost of  investing  in other  mutual  funds.  This
example  assumes a $10,000  investment in the Fund, a 5 percent  annual  return,
that the Fund's operating  expenses remain the same as stated in the table above
(before waivers and  reimbursements)  and reinvestment of all  distributions and
redemption  at the end of each period.  Although your actual costs may be higher
or lower, under these assumptions your costs would be:


      1 YEAR            3 YEARS             5 YEARS               10 YEARS
       $111              $346                $600                  $1,326






4
<PAGE>


INVESTMENT OBJECTIVES, PRINCIPAL
INVESTMENT STRATEGIES AND PRINCIPAL RISKS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE
The investment objective of the Fund is long-term capital appreciation. There is
no assurance that the Fund will achieve this objective.

PRINCIPAL INVESTMENT STRATEGIES
The Fund seeks to attain its objective by investing  under normal  circumstances
at least 65 percent of its total assets in common stocks of domestic  companies.
The Fund only invests in companies  having a minimum  market  capitalization  of
$250  million at the time of purchase,  and seeks to maintain a minimum  average
weighted market capitalization of $5 billion.

Using a value approach,  the Fund seeks to invest in stocks that are underpriced
relative to other stocks,  determined by  price/earnings  ratios,  cash flows or
other measures. The subadviser relies on stock selection to achieve its results,
rather  than  trying to time  market  fluctuations.  In  selecting  stocks,  the
subadviser establishes valuation parameters,  by using relative ratios or target
prices to evaluate companies on several levels.

The Fund may also invest in preferred  stocks and  securities  convertible  into
common stock.  The Fund will only purchase  convertible  securities that, at the
time of purchase,  are  investment  grade or, are unrated and  determined by the
subadviser to be of comparable quality.

PRINCIPAL INVESTMENT RISKS

GENERALLY
There is no assurance that the Fund will achieve its investment  objective,  and
the Fund's net asset value and total return will fluctuate based upon changes in
the value of its portfolio securities.  Upon redemption, an investment in a Fund
may be worth more or less than its original value. No Fund, by itself,  provides
a complete investment program.

All investments made by the Fund have some risk. Among other things,  the market
value of any  security  in which a Fund may  invest is based  upon the  market's
perception  of value and not  necessarily  the book  value of an issuer or other
objective  measure of the issuer's  worth.  Certain  investments  and investment
techniques  have  additional  risks,  such as the potential use of leverage by a
Fund through borrowings, securities lending and other investment techniques.

The Fund may be an appropriate investment if you are seeking long-term growth in
your  investment,  and are willing to tolerate  significant  fluctuations in the
value of your  investment  in  response  to changes  in the market  value of the
stocks the Fund holds.  This type of market movement may affect the price of the
securities  of a single  issuer,  a segment of the domestic  stock market or the
entire market.  The  investment  style for the Fund could fall out of favor with
the market.  In other words, if investors lose interest in "value" stocks,  then
the net asset value of the Fund could also decrease.

TEMPORARY  DEFENSIVE POSITION The Fund may hold cash or cash equivalents such as
high  quality  money  market  instruments   pending  investment  and  to  retain
flexibility in meeting redemptions and paying expenses. In addition, in order to
respond to adverse market,  economic or other conditions,  the Fund may assume a
temporary defensive position and invest without limit in these instruments. As a
result, the Fund may be unable to achieve its investment objective.




                                                                               5
<PAGE>


MANAGEMENT
- --------------------------------------------------------------------------------

The business of Memorial  Funds (the  "Trust") and the Fund is managed under the
direction  of the Board of Trustees  (the  "Board").  The Board  formulates  the
general  policies  of the Fund and all  other  series  of the  Trust  and  meets
periodically to review the Fund's performance, monitor investment activities and
practices and discuss other matters affecting the Fund.  Additional  information
regarding  the  Trustees,  as well as  executive  officers,  may be found in the
Statement of Additional Information ("SAI").

ADVISER

Forum Investment Advisors, LLC (the "Adviser"),  Two Portland Square,  Portland,
Maine 04101,  serves as investment  adviser to the Fund.  Subject to the general
control of the  Board,  the  Adviser  is  responsible  for among  other  things,
developing a continuing  investment  program for the Fund in accordance with its
investment  objective,  reviewing the investment  strategies and policies of the
Fund and advising  the Board on the  selection of  additional  subadvisers.  The
Adviser  has  entered  into  an  investment   sub-advisory  agreement  with  the
subadviser to exercise  investment  discretion  over the assets (or a portion of
assets) of the Fund. For its services,  the Adviser  receives an advisory fee at
an annual rate of 0.35  percent of the average  daily net assets of Value Equity
Fund.

INVESTMENT CONSULTANT

To assist it in carrying  out its  responsibilities,  the  Adviser has  retained
Wellesley  Group,  Inc.,  800 South Street,  Waltham,  Massachusetts  02154,  to
provide  data with which the Adviser and the Board can monitor and  evaluate the
performance of the Fund and the subadviser.

SUBADVISER/PORTFOLIO MANAGER

The Adviser has retained the following  subadviser to render  advisory  services
and make daily investment  decisions for the Fund. The day-to-day  management of
the Fund is performed by a portfolio  manager  employed by the subadviser to the
Fund.  The  subadviser  is  registered  or is  exempt  from  registration  as an
investment adviser under the Investment Advisers Act of 1940. The subadviser for
the Fund and its portfolio manager's business experience follow:

PPM AMERICA, INC. ("PPM"), 225 West Wacker Drive, Suite 1200, Chicago,  Illinois
60606,  manages the  portfolio  of Value  Equity  Fund.  PPM  presently  manages
approximately  $37 billion in assets.  PPM's equity team  manages  approximately
$5.1 billion in large cap value assets for various  institutional  clients based
in the U.S. and abroad. PPM utilizes a team of investment  professionals  acting
together to manage the assets of the Fund.  The team meets  regularly  to review
portfolio  holdings and to discuss purchase and sale activity.  The team adjusts
holdings  in the Fund,  as they deem  appropriate,  in the pursuit of the Fund's
objectives.

OTHER SERVICE PROVIDERS

The Forum Financial Group of companies  ("Forum")  provides  various services to
the Fund. As of March 31, 2000, Forum provided  administration  and distribution
services to investment companies and collective  investment funds with assets of
approximately $67 billion.

Forum Fund Services, LLC, a registered  broker-dealer and member of the National
Association  of  Securities  Dealers,   Inc.,  is  the  distributor   (principal
underwriter) of the Fund's shares. The distributor acts as the agent of Memorial
Funds in connection with the offering of shares of the Fund. The distributor may
enter  into   arrangements   with  banks,   broker-dealers  or  other  financial
institutions  through which  investors may purchase or redeem shares and may, at
its own expense,  compensate persons who provide services in connection with the
sale or expected sale of shares of the Fund.

Forum  Shareholder  Services,  LLC (the "Transfer Agent") is the Fund's transfer
agent.

6
<PAGE>

SHAREHOLDER SERVICES PLAN

The Trust has  adopted  a  shareholder  services  plan  permitting  the Trust to
compensate financial institutions for acting as shareholder servicing agents for
their  customers.  Under this plan, the Trust has entered into an agreement with
Memorial Group,  Inc., a corporation of which  Christopher W. Hamm, the Chairman
of the Board and  President  of the  Trust,  is the sole  shareholder.  Memorial
Group, Inc. performs certain  shareholder  services not provided by the Transfer
Agent and is paid fees at an annual rate of 0.25  percent of the  average  daily
net  assets of the  shares of the Fund  owned by  investors  for which  Memorial
Group, Inc. maintains a servicing relationship.

FUND EXPENSES

The Fund pays for all of its  expenses.  Each Fund's  expenses are  comprised of
expenses   attributable   to  the  particular  Fund  as  well  as  expenses  not
attributable to any particular Fund that are allocated among the Memorial Funds.
The  Adviser or other  service  providers  may waive all or any portion of their
fees, which are accrued daily and paid monthly. Any waiver would have the effect
of increasing a Fund's performance for the period during which the waiver was in
effect.












                                                                               7
<PAGE>


YOUR ACCOUNT
- --------------------------------------------------------------------------------

HOW TO CONTACT THE FUND         GENERAL INFORMATION
<TABLE>
          <S>                                                              <C>
WRITE TO US AT:                 You pay no sales charge to purchase or sell (redeem) shares of the Fund.You may
 Memorial  Funds                purchase and sell shares at the net asset value of a share or NAV next calculated
 P.O. Box 446                   after the Transfer Agent receives your request in proper form. If the Transfer
 Portland,  Maine 04112         Agent  receives  your  request  in  proper  form  prior  to 4:00  p.m.,  your
                                transaction will be priced at that day's NAV.  The Fund will not accept orders that
OVERNIGHT ADDRESS               request a particular  day or price  for the  transaction  or any other special conditions.
   Memorial Funds
   Two Portland Square          The Fund does not issue share certificates.
   Portland, Maine 04101
                                You will receive quarterly statements and a confirmation of each transaction.  You
TELEPHONE US                    should verify the accuracy of all transactions in your account as soon as you
TOLL-FREE AT:                   receive your confirmation.
   (888) 263-5593
                                The Fund reserves the right to impose minimum investment amounts and may temporarily
WIRE INVESTMENTS (OR ACH        suspend (during unusual market conditions) or discontinue any service or privilege.
PAYMENTS) TO US AT:
   BankBoston                   WHEN AND HOW NAV IS DETERMINED  The Fund calculates its NAV as of the close of the
   Boston, Massachusetts        New York Stock Exchange (normally 4:00 p.m., Eastern time) on each weekday except
   ABA #011000390               days when the New York Stock Exchange is closed.  The time at which NAV is
   FOR CREDIT TO:               calculated may change in case of an emergency or if the New York Stock Exchange
   Forum Shareholder            closes early.  The Fund's NAV is determined by taking the market value of all
   Services, LLC                securities owned by the fund (plus all other assets such as cash), subtracting all
   Account # 541-54171          liabilities and then dividing the result (net assets) by the number of shares
   Memorial Funds               outstanding.  The Fund values securities for which market quotations are readily
   (Your Name)                  available at current market value.  If market quotations are not readily available,
   (Your  Account  Number)      the Fund values  securities  at fair value,  as determined by the Board.

                                TRANSACTIONS  THROUGH THIRD PARTIES If you invest through a broker or other
                                financial  institution,  the policies and fees charged by that  institution
                                may be different than those of the Fund. Banks,  brokers,  retirement plans
                                and financial  advisers may charge  transaction  fees and may set different
                                minimum  investments or limitations on buying or selling shares.  Consult a
                                representative of your financial institution or retirement plan for further
                                information.

                                BUYING SHARES

                                HOW TO MAKE  PAYMENTS All  investments  must be in U.S.  dollars and checks
                                must be drawn on U.S. banks.

                                     CHECKS For individual, sole proprietorship, joint and Uniform Gifts to
                                     Minors  Act  ("UGMA")  or  Uniform  Transfer  to Minors  Act  ("UTMA")
                                     accounts, the check must be made payable to "Memorial Funds" or to one
                                     or more owners of the account and  endorsed to  "Memorial  Funds." For
                                     all other  accounts,  the check  must be made  payable  on its face to
                                     "Memorial  Funds." No other method of check payment is acceptable (for
                                     instance, you may not pay by travelers check).

                                     PURCHASES BY AUTOMATED  CLEARING HOUSE ("ACH") This service allows you
                                     to purchase  additional shares through an electronic transfer of money
                                     from your  checking or savings  account.  When you make an  additional
                                     purchase by telephone,  the Transfer  Agent will  automatically  debit
                                     your  pre-designated bank account for the desired amount. You may call
                                     (888) 263-5593 to request an ACH transaction.

                                     WIRES Instruct your financial institution to make a Federal Funds wire
                                     payment to us.  Your  financial  institution  may charge you a fee for
                                     this service.
</TABLE>

8
<PAGE>

MINIMUM INVESTMENTS The minimum initial investment for the Fund is $2,000. There
is no minimum additional investment.

Management of the Fund may choose to waive the initial investment minimum.

ACCOUTN REQUIREMENTS
<TABLE>
                         <S>                                                              <C>
              TYPE OF ACCOUNT                                                       REQUIREMENT
INDIVIDUAL, SOLE PROPRIETORSHIP AND JOINT ACCOUNTS          o    Instructions must be signed by all persons
Individual accounts are owned by one person, as are sole         required to sign exactly as their names appear on
proprietorship accounts. Joint accounts can have two or          the account
more owners  (tenants)
GIFTS OR TRANSFERS TO A MINOR (UGMA,  UTMA)                 o    Depending  on  state  laws,  you  can set up a
These  custodial accounts provide a way to give money to a       custodial  account  under the UGMA or the UTMA
child and obtain tax benefits                               o    The custodian must sign instructions in a
                                                                 manner indicating custodial capacity
BUSINESS ENTITIES                                           o    Submit  a   Corporate/Organization   Resolution
                                                                 form or similar document
TRUSTS                                                      o    The  trust  must  be   established   before  an
                                                                 account can be opened
                                                            o    Provide  a  certified  trust  document,  or the
                                                                 pages from the trust  document  that  identify  the
                                                                 trustees

INVESTMENT PROCEDURES

                  HOW TO OPEN AN ACCOUNT                                   HOW TO ADD TO YOUR ACCOUNT
BY CHECK                                                    BY CHECK
o Call  or  write  us  for an  account  application         o Fill out an investment slip from a
  and/or a  Corporate/Organization  Resolution form           confirmation statement or write us a letter
o Complete the application                                  o Write your account number on your check
o Mail us your application and a check                      o Mail us the slip (or your letter) and a check
BY WIRE                                                     BY WIRE
o Call or write us for an account application               o Call to notify us of your incoming wire
  and/or a Corporate/Organization Resolution form           o Instruct your bank to wire your money to us
o Complete the application
o Call us to fax the completed application and we
  will assign you an account number
o Mail us your original application
o Instruct your bank to wire your money to us
BY ACH PAYMENT                                              BY SYSTEMATIC INVESTMENT
o Call  or  write  us  for an  account  application         o  Complete the Systematic Investment section of
  and/or a Corporate/Organization Resolution form              the application
o Complete the application                                  o  Attach a voided check to your application
o Call us to fax the completed application and we           o  Mail us the completed application and the
  will assign you an account number                            voided check
o Mail us your original application
o Make an ACH payment
</TABLE>

SYSTEMATIC  INVESTMENTS  You may invest a specified  amount of money in the Fund
once or twice a month on  specified  dates.  These  payments are taken from your
bank account by ACH payment. Systematic investments must be for at least $100.

LIMITATIONS  ON  PURCHASES  The Fund  reserves  the right to refuse any purchase
(including exchange) request,  particularly requests that could adversely affect
the Fund or its  operations.  This includes  those from any  individual or group
who,  in the Fund's  view,  is likely to engage in  excessive  trading  (usually
defined as more than four exchanges out of a Fund within a calendar year).

                                                                               9
<PAGE>

CANCELED OR FAILED  PAYMENTS The Fund accepts  checks and ACH  transfers at full
value subject to  collection.  If your payment for shares is not received or you
pay with a check or ACH  transfer  that does not clear,  your  purchase  will be
canceled.  You will be responsible for any losses or expenses incurred by a Fund
or the Transfer Agent, and the Fund may redeem shares you own in the account (or
another identically  registered account in any Fund) as reimbursement.  The Fund
and its agents  have the right to reject or cancel  any  purchase,  exchange  or
redemption due to nonpayment.

SELLING SHARES

The Fund processes  redemption  orders  promptly and you will generally  receive
redemption  proceeds  within a week.  Delays  may  occur in cases of very  large
redemptions,  excessive trading or during unusual market conditions. If the Fund
has not yet collected  payment for the shares you are selling,  however,  it may
delay sending redemption proceeds for up to 15 calendar days.

                      HOW TO SELL SHARES FROM YOUR ACCOUNT
BY MAIL
o Prepare a written request including:
     o Your name(s) and signature(s)
     o Your account number
     o The Fund name
     o The dollar amount or number of shares you want to sell
     o How and where to send your  proceeds
o Obtain a  signature  guarantee  (if  required)
o Obtain  other documentation (if required)
o Mail us your request and documentation
BY WIRE
o Wire requests are only  available if you provided bank account  information
  on your account application and your request is for $5,000 or more
o Call us  with  your  request  (unless  you  declined  telephone  redemption
  privileges on your account application) (See "By Telephone") OR
o Mail us your request (See "By Mail")
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption privileges
  on your account application)
o Provide the following information:
     o Your account number
     o Exact name(s) in which the account is  registered
     o Additional  form of identification
o Your proceeds will be:
     o Mailed to you OR
     o Wired to you (unless you did not provide bank account information on your
       account application) (See "By Wire")
SYSTEMATICALLY
o Complete the systematic withdrawal section of the application
o Attach a voided check to your application
o Mail us your completed application

TELEPHONE  REDEMPTION  PRIVILEGES You may redeem your shares by telephone unless
you declined telephone redemption  privileges on your account  application.  You
may be responsible  for any fraudulent  telephone  order as long as the Transfer
Agent takes reasonable measures to verify the order.

WIRE  REDEMPTIONS  You may have  your  redemption  proceeds  wired to you if you
provided  bank  account  information  on your account  application.  The minimum
amount you may redeem by wire is $5,000.  If you wish to make your wire  request
by telephone, you must also have telephone redemption privileges.

SYSTEMATIC  WITHDRAWAL If you own shares of the Fund with an aggregate  value of
at least $10,000,  you may request a specified amount of money from your account
once a month or once a quarter on a specified  date.  These payments can be sent

10
<PAGE>

to your  address  of  record by check or to a  designated  bank  account  by ACH
payment. Systematic requests must be for at least $100.

SIGNATURE  GUARANTEE  REQUIREMENTS  To protect you and the Fund  against  fraud,
signatures on certain  requests  must have a "signature  guarantee." A signature
guarantee  verifies the authenticity of your signature.  You can obtain one from
most banking  institutions or securities brokers,  but not from a notary public.
For requests made in writing,  a signature  guarantee is required for any of the
following:

o Sales of over $50,000 worth of shares
o Changes to a shareholder's record name
o Redemption from an account for which the address or account registration has
  changed within the last 30 days
o Sending  redemption  proceeds to any person,  address,  brokerage firm or bank
  account  not on  record
o Sending  redemption  proceeds  to an  account  with a different  registration
  (name or ownership)  from yours
o Changes to systematic investment or withdrawal,  distribution, telephone
  redemption or exchange option or any other election in connection with your
  account

SMALL ACCOUNTS If the value of your account falls below $2,000, the Fund may ask
you to increase your  balance.  If the account value is still below $2,000 after
60 days,  the Fund may close your  account and send you the  proceeds.  The Fund
will not close your account if it falls below this amount  solely as a result of
a reduction in your account's market value.

REDEMPTIONS  IN KIND The Fund reserves the right to pay  redemption  proceeds in
portfolio securities rather than cash. These redemptions "in kind" usually occur
if the amount  requested  is large enough to affect the Fund's  operations  (for
example, if it represents more than 1 percent of the Fund's assets).

LOST  ACCOUNTS  The  Transfer   Agent  will  consider  your  account  "lost"  if
correspondence  to your address of record is returned as  undeliverable,  unless
the Transfer Agent  determines your new address.  When an account is "lost," all
distributions  on the account will be  reinvested  in  additional  shares of the
Fund. In addition, the amount of any outstanding (unpaid for six months or more)
checks for  distributions  that have been returned to the Transfer Agent will be
reinvested and the checks will be canceled.

EXCHANGE PRIVILEGES

You may sell your Fund shares and buy shares of any other series of the Memorial
Funds,  also known as an  exchange,  by  telephone  or in writing.  You may also
exchange Fund shares for Institutional Service Shares of Daily Assets Government
Fund (a series of the Forum Funds).  Because exchanges are treated as a sale and
purchase, they may have tax consequences.

REQUIREMENTS  You may exchange  only  between  identically  registered  accounts
(name(s),  address  and  taxpayer  ID number).  There is  currently  no limit on
exchanges, but each Fund reserves the right to limit exchanges. You may exchange
your  shares  by mail or  telephone,  unless  you  declined  telephone  exchange
privileges  on  your  account  application.  You  may  be  responsible  for  any
fraudulent  telephone  order  as long as the  Transfer  Agent  takes  reasonable
measures to verify the order.

                                 HOW TO EXCHANGE
BY MAIL
o Prepare a written request including:
     o  Your name(s) and signature(s)
     o  Your account number
     o  The names of the funds you are exchanging
     o  The dollar amount or number of shares you want to sell (and exchange)
o If opening a new account, complete an account application if you are
  requesting different shareholder privileges
o Mail us your request and documentation
BY TELEPHONE
o Call us with your request (unless you declined telephone redemption privileges
  on your account application)
o Provide the following information:
     o Your account number
     o Exact  name(s) in which  account is  registered
     o  Additional  form of identification

                                                                              11
<PAGE>

OTHER INFORMATION
- --------------------------------------------------------------------------------

DISTRIBUTIONS

The Fund declares and pays  distributions  from net investment income quarterly.
Any net capital gain realized by the Fund will be distributed at least annually.

All  distributions  are  reinvested  in additional  shares,  unless you elect to
receive  distributions  in cash. For Federal income tax purposes,  distributions
are treated the same  whether they are  received in cash or  reinvested.  Shares
become entitled to receive distributions on the day after the shares are issued.

TAXES

The Fund  intends  to  operate  in a manner  such that it will not be liable for
Federal income or excise tax.

The Fund's  distribution of net investment income (including  short-term capital
gain) is taxable to you as ordinary  income.  A portion of the dividends paid by
the Fund may be eligible  for the  dividends-received  deduction  for  corporate
shareholders.  The Fund's distribution of long-term capital gain, if any, may be
taxable to you as long-term  capital gain  regardless  of how long you have held
your  shares of the Fund.  This  determination  is based  upon how long the Fund
holds  its  investment.  Distributions  may also be  subject  to state and local
taxes.

Distributions of capital gain reduce the net asset value of the Fund's shares by
the  amount  of  the  distribution.  If  you  purchase  shares  prior  to  these
distributions,  you are taxed on the  distribution  even though the distribution
represents a return of your investment. The sale or exchange of Fund shares is a
taxable transaction for Federal income tax purposes.

The Fund may be required to withhold U.S.  federal income tax at the rate of 31%
of all taxable distributions payable to you if you fail to provide the Fund with
your correct taxpayer identification number or to make required  certifications,
or if you  have  been  notified  by the IRS  that  you  are  subject  to  backup
withholding.  Backup  withholding is not an additional tax. Any amounts withheld
may be credited against your U.S. federal income tax liability.

The Fund will mail you  reports  containing  information  about the  income  tax
status of distributions paid during the year after December 31 of each year. For
further  information  about the tax effects of investing in the Fund,  including
state and local tax matters, please see the SAI and consult your tax adviser.

CORE AND GATEWAY(R)

The Fund may seek to achieve its  investment  objective by investing  all of its
assets in shares of another diversified,  open-end management investment company
that has corresponding investment objectives and investment policies to those of
the Fund.






12
<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The  following  table is intended to help you  understand  the Fund's  financial
performance.  Total return in the table  represents  the rate an investor  would
have earned (or lost) on an investment in the Fund (assuming the reinvestment of
all  distributions).  This  information has been audited by KPMG LLP. The Fund's
financial statements and the auditor's report are included in the Annual Report,
which is available upon request, without charge.
<TABLE>
                    <S>                                             <C>              <C>           <C>
                                                                                 Year Ended
                                                                 12/31/99                      12/31/98(1)
SELECTED DATA FOR A SINGLE SHARE
Beginning Net Asset Value                                        $ 9.19                          $10.00
Income From Investment Operations
  Net investment income                                            0.08                            0.03
  Net gain (loss) on securities (realized and                     -0.44                           -0.81
  unrealized)
Total From Investment Operations                                  -0.36                           -0.78
Less Distributions
  From net investment income                                      -0.08                           -0.03
  From capital gain                                                -                               -
Total Distributions                                               -0.08                           -0.03
Ending Net Asset Value                                           $ 8.75                           $9.19
OTHER INFORMATION
Ratios to Average Net Assets
  Expenses                                                         1.00%                           1.00%(2)
  Expenses (gross) (3)                                             1.09%                           1.25%(2)
  Net investment income                                            0.90%                           0.59%(2)
Total Return                                                      -3.96%                          -7.76%
Portfolio Turnover Rate                                              60%                             37%
Net Assets at End of Period (in thousands)                         $37,068                         $30,670
</TABLE>

(1) Institutional Shares of the Fund commenced operations on March 29, 1998.
(2) Annualized.
(3) Reflects expense ratio in absence of expense reimbursements and fee waivers.












                                                                              13
<PAGE>

<TABLE>
                                        <S>                                                         <C>
FOR MORE INFORMATION                                                                            [LOGO]

The following documents are available free upon request:                                 GOVERNMENT BOND FUND

                                                                                          CORPORATE BOND FUND

                            ANNUAL/SEMI-ANNUAL REPORTS                                    GROWTH EQUITY FUND
 Each Fund will provide annual and semi-annual reports to shareholders that will
   provide additional information about the Fund's investments. In each Fund's             VALUE EQUITY FUND
annual report, you will find a discussion of the market conditions and investment
                strategies that significantly affected the Fund's
                   performances during their last fiscal year.


                   STATEMENT OF ADDITIONAL INFORMATION ("SAI")
 The SAI provides more detailed information about each Fund and is incorporated
                       by reference into this Prospectus.


                              CONTACTING THE FUNDS
 You can get free copies of both reports and the SAI, request other information
  and discuss your questions about each Fund by contacting your broker or the
                                   Funds at:


                         FORUM SHAREHOLDER SERVICES, LLC
                                   P.O. Box 446
                              Portland, Maine 04112
                                  (888) 263-5593


                 SECURITIES AND EXCHANGE COMMISSION INFORMATION
You can also review each Fund's reports and SAI at the Public Reference Room of
the Securities and Exchange Commission ("SEC"). The scheduled hours of operation
    of the Public Reference Room may be obtained by calling the SEC at (202)
  942-8090. You can get copies of this information, for a fee, by e-mail or by
                                  writing to:


                              Public Reference Room
                        Securities and Exchange Commission
                           Washington, D.C. 20549-0102
                       E-mail address: public [email protected]
                                                                                            Memorial Funds
                                                                                          Two Portland Square
Free copies of the reports and SAI are available from the SEC's Internet Web Site         Portland, ME 04101
                              at http://www.sec.gov.                                        (888) 263-5593
</TABLE>




                     Investment Company Act File No. 811-8529





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