MEMORIAL FUNDS
497, 2000-09-18
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                                 MEMORIAL FUNDS

                              GOVERNMENT BOND FUND

                              INSTITUTIONAL SHARES

                     Supplement Dated September 18, 2000 to

                          Prospectus Dated May 1, 2000

The  Government  Bond Fund (the  "Fund"),  as  provided  on pages 2 and 5 of the
Prospectus,  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.

Effective  September  18, 2000,  the Fund's  sub-adviser  will manage the Fund's
portfolio  so that under  normal  circumstances  100 percent of the Fund's total
assets will be invested in fixed and variable rate U.S.  Government  Securities,
including  zero coupon  bonds  issued or  guaranteed  by the U.S.  Treasury  and
mortgage-backed securities.

On October 2, 2000,  the Board of Trustees  of  Memorial  Funds will meet and is
expected to approve a change to the Fund's investment policies that will require
that 100% of the Fund's total assets be invested in U.S. Government Securities.



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