MEMORIAL FUNDS
497, 2001-01-04
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                                 MEMORIAL FUNDS

                              GOVERNMENT BOND FUND

                              INSTITUTIONAL SHARES

                       Supplement Dated January 1, 2001 to
                          Prospectus Dated May 1, 2000


1. On September 18, 2000, the  sub-adviser for Government Bond Fund (the "Fund")
began  managing  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.

2. 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 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 6 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 0.23  percent of the
          average daily net assets of the Fund.

2.  Effective  January 1, 2001,  Northern Trust  Investments,  Inc.  ("NTI"),  a
wholly-owned  subsidiary  of the  Fund's  current  investment  sub-adviser,  The
Northern  Company,  will be the new  investment  sub-adviser  to the Fund.  This
transfer  does not  require  shareholder  approval  as it will not  result in an
increase in fees,  a decrease in advisory  services,  or a change in  investment
advisory  personnel.  Page 6 of the Prospectus is amended by deleting the second
paragraph under the Section "Subadviser/Portfolio Manager" and replacing it with
the following:

          Northern Trust Investments,  Inc. ("NTI"),  50 South LaSalle
          Street,  Chicago,  Illinois 60675,  manages the portfolio of
          Government  Bond Fund. NTI presently  manages  approximately
          $82 billion in assets.  NTI is a wholly-owned  subsidiary of
          The Northern Trust Company ("NTC").  Ms. Deborah L. Boyer is
          the Fund's portfolio manager.  She is a Vice President and a
          senior  portfolio  manager  for NTI and has been a member of
          NTC's fixed  income team since  October  1999.  From 1989 to
          1996, she was with First Chicago NBD  Corporation  where she
          served as a government  bond trader and  portfolio  manager.
          From 1996 to October 2000 she was a portfolio  manager at T.
          Rowe Price where she managed  various  taxable  fixed income
          portfolios.  Ms.  Boyer  holds a  Masters  in  Management  -
          Finance  and   Organizational   Behavior  from  Northwestern
          University.
<PAGE>

                                 MEMORIAL FUNDS

                               CORPORATE BOND FUND

                              INSTITUTIONAL SHARES

                       Supplement Dated January 1, 2001 to
                          Prospectus Dated May 1, 2000

1. 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 Corporate Bond 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 0.23  percent of the
          average daily net assets of the Fund.

2. On November 6, 2000,  the Board also  approved  American  General  Investment
Management,  L.P ("American General") as the new investment  sub-adviser for the
Fund.  Effective January 1, 2001,  American General will replace Conseco Capital
Management,  Inc.  ("Conseco") as the Fund's  investment  sub-adviser.  American
General will serve as interim investment sub-adviser for the Fund under the same
conditions and same annual advisory fee rate as the agreement with Conseco.  The
Trust will seek shareholder approval of a new investment  sub-advisory agreement
with  American  General at a special  shareholders'  meeting that is planned for
March 2001. If shareholders  approve the agreement,  American General will serve
as investment  sub-adviser  for the Fund under the same terms and conditions and
same annual  advisory  fee rate as the  agreement  with  Conseco.  Page 6 of the
Prospectus  is  amended  by  deleting  the second  paragraph  under the  Section
"Subadviser/Portfolio Manager" and replacing it with the following:

          American General Investment Management,  L.P. ("AGIM"), 2929
          Allen Parkway,  Houston,  Texas 77019, manages the portfolio
          of  Corporate  Bond  Fund.  AGIM  was  formed  in  1998 as a
          successor to the investment  management division of American
          General  Corporation,   and  is  an  indirect  wholly  owned
          subsidiary  of  American  General  Corporation.   AGIM  also
          provides  investment  management  and  advisory  services to
          pension and profit sharing plans, financial institutions and
          other investors. Investment decisions for the Corporate Bond
          Fund are made by a team of investment  professionals  headed
          by Albert  Gutierrez.  Prior to joining AGIM, Mr.  Gutierrez
          was with Conseco Capital Management, Inc. from 1988 to April
          2000.  Mr.  Gutierrez  holds a B.S.  in  Economics  from the
          Wharton School, University of Pennsylvania.
<PAGE>


                                 MEMORIAL FUNDS

                               GROWTH EQUITY FUND

                              INSTITUTIONAL SHARES

                       Supplement Dated January 1, 2001 to
                          Prospectus Dated May 1, 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 Growth  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.
<PAGE>

                                 MEMORIAL FUNDS

                                VALUE EQUITY FUND

                              INSTITUTIONAL SHARES

                       Supplement Dated January 1, 2001 to
                          Prospectus Dated May 1, 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.


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