MEMORIAL FUNDS
497, 2000-07-11
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                                     [LOGO]

                                   PROSPECTUS

                                  JUNE 22, 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                                                          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



                                                                               1
<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     cash flows or other measures. The Fund only invests in companies that have a minimum
shares in a corporation       market capitalization of $250 million at the time of purchase and seeks to maintain a
that are sold initially by    minimum average weighted market capitalization of $5 billion.
the corporation and then
traded by investors           PRINCIPAL RISKS OF INVESTING IN THE FUND
Price/Earnings Ratio means
the ratio of a company's      You could lose money on your investment in the Fund and the Fund could under-perform
current market                other investments. The principal risks of investing in the Fund include:
capitalization divided by
annual earnings per share     o    The stock market goes down
Market capitalization of a    o    The stock market continues to undervalue the stocks in the Fund's portfolio
company means the value of    o    The subadviser's judgment as to the value of a stock proves to be wrong
the company's common stock    o    The Fund's particular investment style falls out of favor with the market
in the stock 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 S&P/Barra Value Index and the Russell 1000 Value Index.
<TABLE>
               <S>                         <C>                          <C>                           <C>
                                          VALUE                      S&P/BARRA                  RUSSELL 1000
YEAR(S)                                EQUITY FUND                VALUE INDEX(1)               VALUE INDEX(2)
1 Year                                   -3.96%                       12.72%                         7.35%
Since Inception (3/30/98)                -6.67%                        9.22%                         6.63%
</TABLE>


(1)  The  S&P/Barra  Value Index  tracks  stocks in the S&P 500 Index with lower
     price-to-book  ratios.  One cannot invest directly in the index. While both
     the S&P/Barra  Value Index and the Russell 1000 Value Index are shown,  the
     subadviser   believes  that  the  S&P/Barra  Value  Index  more  accurately
     represents the Fund's industry  diversification,  capitalization  range and
     risk characteristics.
(2)  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

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.


4
<PAGE>

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.


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.


                                                                               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 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.

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
--------------------------------------------------------------------------------
<TABLE>
          <S>                                                              <C>
HOW TO CONTACT THE FUND         GENERAL INFORMATION

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 request a
OVERNIGHT ADDRESS:              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 combined  performance  data relating to the
historical  performance  of the  PPM  Diversified  Large  Capitalization  Equity
Composite.  As of December 31, 1999, the composite  includes all private account
clients (i.e.,  non-mutual  funds) as well as one mutual fund, PPM America Value
Equity Fund ("PPM  Fund"),  that PPM  manages in the same style as the Fund.  In
aggregate,  this composite is valued at $1.6 billion.  Both the private accounts
and the PPM Fund have investment objectives and investment policies,  strategies
and risks  substantially  similar to those of the Fund.  While PPM 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 accounts
included in the composite,  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  included in the  composite.  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. The performance results
for the PPM Fund would also have been adversely  affected  (i.e.,  lower) if the
actual expenses to which the Fund is subject as a regulated  investment  company
had been reflected in the composite.
<TABLE>
               <S>                                   <C>                         <C>                        <C>
                                         PPM'S COMPOSITE FOR THE         RUSSELL 1000 VALUE          S&P/BARRA VALUE
YEAR(S)                                  VALUE EQUITY STYLE (1)               INDEX(2)                   INDEX(3)
Since Inception (12/1/1992)(4)                      17.18%                    15.29%                      18.71%
5 Years (1995-1999)(4)                              20.86%                    23.07%                      22.94%
3 Years (1997-1999)(4)                              13.02%                    18.83%                      18.89%
1 Year (1999)                                       -0.45%                     7.35%                      12.73%
1995                                                43.88%                    33.69%                      37.00%
1996                                                24.14%                    21.64%                      21.99%
1997                                                28.59%                    35.18%                      29.99%
1998                                                12.78%                    15.63%                      14.68%
1999                                                -0.45%                     7.35%                      12.73%
Year-to-date through 5/31/00                         2.65%                     0.36%                      -0.13%
</TABLE>

(1)  Includes  all  value  equity  accounts(s)   managed  by  PPM  with  similar
     investment objectives, policies and strategies.

(2)  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)  The S&P/BARRA  Value Index is  constructed by ranking the securities in the
     S&P 500 Index by price-to-book  ratio and including the securities with the
     lowest price-to-book ratios that represent approximately half of the market
     capitalization of the S&P 500 Index. Other characteristics of securities in
     the  S&P/BARRA  Value Index  include  high  dividend  yields,  and high P/E
     ratios.  The S&P/BARRA Value Index is a  market-weighted  index,  with each
     stock  affecting it in proportion  to its market  value.  One cannot invest
     directly  in the  index.  While  both the  Russell  1000  Value  Index  and
     S&P/BARRA  Value Index are shown,  PPM believes  that the  S&P/BARRA  Value
     Index   more   closely    represents   the   private   accounts'   industry
     diversification, capitalization range and risk characteristics.

(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.

                                                                      Year Ended
<TABLE>
               <S>                                       <C>                            <C>
                                                      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
 Each Fund will provide annual and semi-annual reports to shareholders that will          GROWTH EQUITY FUND
   provide additional information about the Fund's investments. In each Fund's
     annual report, you will find a discussion of the market conditions and                VALUE EQUITY FUND
          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
Free copies of the reports and SAI are available from the SEC's Internet Web Site         Two Portland Square
                              at http://www.sec.gov.                                      Portland, ME 04101
                                                                                            (888) 263-5593
</TABLE>



                     Investment Company Act File No. 811-8529




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