MEMORIAL FUNDS
485APOS, 2000-06-22
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      As filed with the Securities and Exchange Commission on June 22, 2000


                        File Nos. 333-41461 and 811-8529

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM N-1A

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                         Post-Effective Amendment No. 10


                                       AND

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940


                                Amendment No. 13


                                 MEMORIAL FUNDS
                               Two Portland Square
                              Portland, Maine 04101
                                  207-879-1900

                                D. Blaine Riggle
                            Forum Fund Services, LLC
                               Two Portland Square
                              Portland, Maine 04101

                                   Copies to:

                            Anthony C.J. Nuland, Esq.
                              Seward & Kissel, LLC
                                1200 G Street, NW
                             Washington, D.C. 20005

--------------------------------------------------------------------------------
It is proposed that this filing will become effective:


[ ]      immediately  upon  filing  pursuant  to  Rule  485,  paragraph  (b)
[ ]      on _________________  pursuant  to Rule 485,  paragraph  (b)
[ ]      60 days after filing pursuant to Rule 485, paragraph (a)(1)
[X]      on June 22, 2000 pursuant to Rule 485,  paragraph  (a)(1)
[ ]      75 days after  filing  pursuant to Rule 485,  paragraph  (a)(2)
[ ]      on  _________________  pursuant  to Rule  485, paragraph (a)(2)

[ ]      this  post-effective  amendment  designates a new effective  date for a
         previously filed post-effective amendment.


Title of series being registered: Value Equity Fund.


The prospectus and SAI filed via EDGAR in  post-effective  amendment number 6 on
August 17, 1999,  accession number  0001004402-99-000353  for Money Market Fund,
International  Equity Fund and Equity Income Fund are  incorporated by reference
into this registration statement.


<PAGE>




                                     PART A
                                   PROSPECTUS

The prospectus is incorporated by reference as filed in post-effective amendment
No. 9 on June 20, 2000, accession number 0001004402-00-000208.



<PAGE>


                                     PART B
                      STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information is incorporated by reference as filed in
post-effective   amendment   No.  9  on  June   20,   2000,   accession   number
0001004402-00-000208.




<PAGE>


                                     PART C
                                OTHER INFORMATION

Part C is incorporated by reference as filed in  post-effective  amendment No. 9
on June 20, 2000, accession number 0001004402-00-000208.




<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,  and the
Investment Company Act of 1940, as amended,  the Registrant has duly caused this
amendment  to its  registration  statement  to be  signed  on its  behalf by the
undersigned, duly authorized in the City of Portland, State of Maine on June 22,
2000.

                                       MEMORIAL FUNDS

                                       Christopher W. Hamm, President

                                       By:/s/ D. Blaine Riggle
                                          --------------------
                                          D. Blaine Riggle, Attorney-in-Fact*


Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
registration  statement has been signed below by the  following  persons on June
22, 2000.

(a)      Principal Executive Officer
         Christopher W. Hamm, President

         By: /s/ D. Blaine Riggle
            ---------------------
         D. Blaine Riggle, Attorney-in-Fact*

(b)      Principal Financial Officer

         /s/ Ronald H. Hirsch
         Ronald H. Hirsch, Treasurer

(c)      All of the Trustees

         /s/ John Y. Keffer
         John Y. Keffer, Trustee


         Christopher W. Hamm, Trustee*
         Jay Brammer, Trustee*
         J.B. Goodwin, Trustee*
         Robert Stillwell, Trustee*

         By: /s/ D. Blaine Riggle
            ---------------------
         D. Blaine Riggle, Attorney-in-Fact*


         *  Pursuant  to  powers of  attorney  filed as Other  Exhibits  to this
Registration Statement.



<PAGE>


                                INDEX TO EXHIBITS

(j)      Consent of independent auditors.


<PAGE>




                                                                     Exhibit (j)


                         CONSENT OF INDEPENDENT AUDITORS






The Board of Trustees and Shareholders
Memorial Funds:

We consent to the use of our report dated February 2, 2000 for  Government  Bond
Fund,  Corporate Bond Fund, Growth Equity Fund, and Value Equity Fund, series of
Memorial  Funds,   incorporated  herein  by  reference  into  the  statement  of
additional  information  and to the  references  to our Firm under the headings,
"Financial  Highlights" in the prospectuses  and  "Independent  Auditors" in the
statement of additional information.


/S/ KPMG LLP


Boston, Massachusetts
June 20, 2000


<PAGE>


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