MEMORIAL FUNDS
Value Equity Fund
Institutional Shares
Supplement Dated January 1, 2001 to
Prospectus Dated June 22, 2000
On November 6, 2000, the Board of Trustees (the "Board") of the Memorial Funds
(the "Trust") approved Memorial Investment Advisors, Inc. ("MIA") as the new
investment adviser for Value Equity Fund (the "Fund"). Effective January 1,
2001, MIA will replace Forum Investment Advisors, LLC ("FIA") as the Fund's
adviser. MIA will serve as interim investment adviser for the Fund under the
same conditions and same annual advisory fee rate as the agreement with FIA. The
Trust will seek shareholder approval of a new investment advisory agreement with
MIA at a special shareholders' meeting that is planned for March 2001. If
shareholders approve the agreement, MIA will serve as investment adviser for the
Fund under the same terms and conditions and same annual advisory fee rate as
the agreement with FIA. Page 5 of the Prospectus is amended by deleting the
first paragraph under the Section "Adviser" and replacing it with the following:
Memorial Investment Advisors, Inc. (the "Adviser"), 5847 San
Felipe, Suite 875, Houston, Texas 77057, 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
sub-advisers. The Adviser has entered into an investment
sub-advisory agreement with the sub-adviser 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 the Fund.
