MONUMENT SERIES FUND INC, N-1A EL, 1997-04-30

MONUMENT SERIES FUND INC
N-1A EL, 1997-04-30

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As filed with the Securities and Exchange Commission on April 30, 1997.

Registration Nos.: 333-_____
811-08199
-----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [X]

AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]

MONUMENT SERIES FUND, INC.
(Exact Name of Registrant As Specified in Charter)

8377 Cherry Lane, Laurel, Maryland 20707-4831
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: 301-604-1626

DAVID A. KUGLER
President
The Monument Funds Group, Inc.
8377 Cherry Lane
Laurel, Maryland 20707-4831

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.

An indefinite number of securities is being registered by this Registration
Statement, pursuant to Rule 24f-2 under the Investment Company Act of 1940.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

<PAGE>

Cross-reference Sheet Required by
Rule 495 under the Securities Act of 1933

<TABLE>
<CAPTION>
PART A
FORM N-1A ITEM NO. CAPTION IN PROSPECTUS
<S> <C>
1. Cover Page Cover Page

2. Synopsis Table of Fees and Expenses; Summary

3. Condensed Financial Information Performance

4. General Description of Registrant General Information; The Funds; Special Risk Considerations

5. Management of the Fund Management; General Information

5A. Management's Discussion of Fund Performance Not Applicable

6. Capital Stock and Other Securities General Information; Dividends and Distributions; Tax
Considerations; Buying, Redeeming and Exchanging Shares; Cover
Page

7. Purchase of Securities Being Offered Buying, Redeeming, and Exchanging Shares;
Services to Help You Manage Your Account

8. Redemption or Repurchase Buying, Redeeming, and Exchanging Shares

9. Pending Legal Proceedings Not Applicable
</TABLE>

<TABLE>
<CAPTION>
PART B CAPTION IN
FORM N-1A ITEM NO. STATEMENT OF ADDITIONAL INFORMATION
<S> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History Not applicable

13. Investment Objectives and Policies Investment Policies; Potential Risks;
Investment Restrictions
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
PART B CAPTION IN
FORM N-1A ITEM NO. STATEMENT OF ADDITIONAL INFORMATION
<S> <C>
14. Management of the Fund Directors and Officers

15. Control Persons and Principal Holders Principal Holders of Securities
of Securities

16. Investment Advisory and Other Services Directors and Officers; Investment Advisory and Other
Services; The Company's Principal Underwriter

17. Brokerage Allocation and Other Practices Portfolio Transactions and Brokerage

18. Capital Stock and Other Securities Further Description of the Company's Shares

19. Purchase, Redemption and Pricing of Buying, Redeeming and Exchanging Shares;
Securities Being Offered Valuation of Fund Shares

20. Tax Status Additional Information on Distributions and Taxes

21. Underwriters The Company's Principal Underwriter

22. Calculation of Performance Data Performance Information

23. Financial Statements Not Applicable
</TABLE>

PART C

Information required to be set forth in Part C is set forth under the
appropriate item, so numbered, in Part C of the Registration Statement.

<PAGE>

SUBJECT TO COMPLETION

MONUMENT SERIES FUND, INC.

WASHINGTON AREA GROWTH FUND
WASHINGTON AREA AGGRESSIVE GROWTH FUND

PRELIMINARY PROSPECTUS DATED APRIL 30, 1997

This Prospectus describes the Washington Area Growth Fund and the Washington
Area Aggressive Growth Fund (each, a "Fund"; collectively, the "Funds"). Each
Fund represents a separate series of shares of common stock of the Monument
Series Fund, Inc. (the "Company"), a newly organized mutual fund.

WASHINGTON AREA GROWTH FUND ("GROWTH FUND") seeks to maximize long-term growth
of capital, by investing primarily in a non-diversified portfolio of equity
securities of Washington area companies with market capitalizations of $2
billion or more at the time of purchase.

WASHINGTON AREA AGGRESSIVE GROWTH FUND ("AGGRESSIVE GROWTH FUND") seeks to
maximize long-term growth of capital, by investing primarily in a
non-diversified portfolio of equity securities of Washington area companies
with market capitalizations of less than $2 billion at the time of purchase.

As used herein, the phrase "Washington area companies" includes companies that
are organized or headquartered in, have a major place of business in, and/or
derive 50% of their revenues or operating earnings from, Washington, D.C.,
Maryland or Virginia.

This Prospectus sets forth concisely the information about the Company that
you should know before investing. Please read it and retain it for future
reference. For more information about the Funds, you may wish to refer to the
Company's Statement of Additional Information ("SAI"), dated April __, 1997,
which is on file with the Securities and Exchange Commission ("SEC") and
incorporated herein by reference. You can obtain a free copy of the SAI by
writing to Monument Shareholder Services, Inc. ("Shareholder Services"), a
wholly-owned direct subsidiary of The Monument Funds Group, Inc., at 8377
Cherry Lane, Laurel, Maryland 20707-4831, or by calling 888-520-1105 or
301-604-4088. You may also direct inquiries regarding the Funds to Shareholder
Services at the same address or telephone number.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE AMENDED REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

<PAGE>

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED THE SECURITIES DESCRIBED IN THIS PROSPECTUS, OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THE COMPANY'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE FUNDS' SHARES ARE NOT FEDERALLY INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. THERE IS NO GUARANTEE THAT THE
FUNDS WILL ACHIEVE THEIR INVESTMENT OBJECTIVES. SHARES OF THE FUNDS INVOLVE
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

[COVER PAGE]

<PAGE>

<TABLE>
TABLE OF CONTENTS

<CAPTION>
Description Page
----------- ----
<S> <C>
Table of Fees and Expenses........................................... 3
Summary.............................................................. 4
Performance.......................................................... 5
The Funds............................................................ 6
Investment Objectives and Programs.............................. 6
Investment Policies and Restrictions............................ 8
Special Risk Considerations.......................................... 10
Management........................................................... 12
Tax Considerations................................................... 14
Dividends and Distributions.......................................... 15
Buying, Redeeming, and Exchanging Shares............................. 16
Buying Fund Shares.............................................. 16
Redeeming and Exchanging Fund Shares............................ 17
Waiver of Sales Charges......................................... 18
Rule 12b-1 Plan................................................. 18
Proper Form..................................................... 19
Services to Help You Manage Your Account............................. 20
General Information.................................................. 21
</TABLE>

<PAGE>

TABLE OF FEES AND EXPENSES

The following table is designed to help you understand the various fees and
expenses that you may bear, both directly and indirectly, by investing in the
Funds.

<TABLE>
<CAPTION>
Aggressive
Growth Fund Growth Fund
------------ -----------
Shareholder Transaction Expenses
--------------------------------
<S> <C> <C>
Maximum Sales Load (as a percentage of offering price)..... 2.50% 2.50%
Maximum Sales Load Imposed on Purchases (1).....1.25%
Maximum Deferred Sales Load (2).................1.25%
Maximum sales load imposed on reinvested
dividends and distributions......................... None None
Redemption Fees...................................... None None
Exchange Fee......................................... None None

Annual Fund Operating Expenses
------------------------------
(as a percentage of average net assets)

Advisory Fee......................................... 1.00% 1.00%
12b-1 Fees (3)....................................... None (3) None (3)
Other Expenses (4)................................... 0.70% (4) 0.70% (4)
Total Fund Operating Expenses 4...................... 1.70% (4) 1.70% (4)

<FN>
-----------------------

(1) Reduced rates apply to purchase payments over $50,000. See "Public
Offering Price" and "Rights of Accumulation."

(2) Does not apply to redemptions of Fund shares held for 12 months or more
from the date of purchase. See "Deferred Sales Charge."

(3) Each Fund has approved the payment of a maximum distribution fee, equal to
0.25% of its average daily net assets, to Monument Distributors, Inc.
("Monument Distributors" or "Distributors"), the principal underwriter for
each Fund. Distributors has agreed to waive the distribution fee for the
next 12 months. Long-term investors may pay more than the economic
equivalent of the maximum sales charge imposed on purchases, stated above.

(4) Other expenses for each Fund are based on estimated amounts for the
current fiscal year.
</FN>
</TABLE>

<PAGE>

EXAMPLES. You would pay the following expenses on a $1,000 investment in
shares of a Fund, assuming (a) a 5% annual return and (b) redemption at the
end of each time period:

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
Growth Fund $29.56 $52.90
Aggressive Growth Fund $29.56 $52.90
</TABLE>

You would pay the following expenses on the same investment, assuming no
redemption:

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C> <C>
Growth Fund $17.06 $52.90
Aggressive Growth Fund $17.06 $52.90
</TABLE>

The above examples assume payment of the maximum initial sales charge of 1.25%
at the time of purchase, and payment of the deferred sales charge of 1.25% as
of the last day of the first year. Shares held for 12 months or more are not
subject to the deferred sales charge. The sales charge varies depending upon
the amount of Fund shares that an investor purchases. Accordingly, your actual
expenses may vary.

THE ABOVE EXAMPLES ARE NOT REPRESENTATIVE OF A PARTICULAR FUND'S ACTUAL OR
FUTURE EXPENSES OR PERFORMANCE, WHICH MAY BE GREATER OR LESS THAN THOSE SHOWN.
THE EXAMPLES ASSUME REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS AND A
CONSTANT LEVEL OF TOTAL FUND OPERATING EXPENSES FOR EACH YEAR.

SUMMARY

THE COMPANY. The Company is registered with the SEC as an open-end management
investment company. The Company currently offers shares of two Funds, each
with distinct investment objectives and investment strategies. See "The
Funds."

THE ADVISOR. Monument Advisors, Ltd. (" Monument Advisors" or "Advisors")
serves as each Fund's investment advisor. See "Management."

THE DISTRIBUTOR. Monument Distributors, an affiliate of Monument Funds Group,
Inc. ("Monument Funds Group") serves as each Fund's principal underwriter. See
"Buying, Redeeming, and Exchanging Shares."

THE SHAREHOLDER SERVICING AGENT. Monument Shareholder Services, Inc.
("Shareholder Services") provides administrative services to the shareholders
of each Fund. See "Management - Shareholder Services."

<PAGE>

SHARE TRANSACTIONS. You can purchase and redeem Fund shares, or exchange
shares of one Fund for those of another, by contacting Monument Distributors,
8377 Cherry Lane, Laurel, MD 20707 (888-520-9950 or 301-604-4407). A sales
charge may apply to your purchase or redemption. See "Buying, Redeeming, and
Exchanging Shares."

Initial investments in a Fund must be at least $2500 and additional
investments must be at least $50. Lower minimums apply for investments through
tax-qualified retirement plans and accounts initially established with an
Automatic Investment Plan. See "Minimum Investments."

SUITABILITY FOR INVESTORS. Before investing in a Fund, you should consider
whether the Fund suits your financial objectives, given the amount of your
purchases, the length of time you expect to hold Fund shares, and whether you
desire dividend income. You should not rely on the Funds for short-term
financial needs or for short-term investment in the stock market. The Funds
are intended to be part of a well-balanced, comprehensive investment program.
See "Special Risk Considerations."

DISTRIBUTIONS. Each Fund currently intends to declare and pay dividends from
net investment income, if any, on a quarterly basis. Each Fund currently
intends to make distributions of realized capital gains, if any, on an annual
basis. You may reinvest dividends and distributions that you receive in
additional Fund shares at current net asset value (i.e., without payment of a
sales charge). See "Dividends and Distributions" and "Tax Considerations."

PERFORMANCE

Each Fund may, from time to time, include quotations of its total return in
advertisements, sales literature, and shareholder reports. The TOTAL RETURN of
a Fund refers to the percentage change in value of a hypothetical investment
in the Fund, including the deduction of a proportional share of Fund expenses,
and assuming the reinvestment of all dividends and capital gain distributions
during the periods shown.

CUMULATIVE TOTAL RETURN reflects the total change in value of an investment in
a Fund over a specified period, including, for example, periods of one, five,
and ten years, or the period since the Fund's inception through a stated
ending date.

AVERAGE ANNUAL TOTAL RETURN is the constant rate of return that would produce
the cumulative total return over a specified period, if compounded annually.
BECAUSE AVERAGE ANNUAL RETURNS TEND TO EVEN OUT VARIATIONS IN A FUND'S RETURN,
YOU SHOULD RECOGNIZE THAT SUCH RETURNS ARE NOT THE SAME AS ACTUAL YEAR-BY-YEAR
RESULTS. Average annual total return figures are calculated according to a
formula prescribed by the SEC.

To illustrate the components of overall performance, a Fund may separate its
cumulative and average annual total return information into income results and
capital gain or loss. To illustrate

<PAGE>

the effect of various charge assumptions, a Fund may present its performance
information without including the effect of one or more sales charges, which
tends to elevate a Fund's total return figures as presented. Additionally, as
previously noted, Monument Advisors may, pursuant to the Expense Agreement,
assume and reimburse certain expenses of a Fund, thereby increasing that
Fund's total return.

Each Fund may compare its performance in advertisements, sales literature, and
shareholder reports to widely recognized indices and to other mutual funds.
See "Performance Information" in the SAI for more details.

The performance of each Fund will vary from time to time, depending on
variables such as economic and market conditions, and, to a lesser degree,
Fund operating expenses. Accordingly, past results are not necessarily
indicative of future results. Your investment in a Fund is not insured or
guaranteed. You should consider these factors before making an investment in a
Fund.

THE FUNDS

This section describes the investment objectives, investment programs,
policies and restrictions of each Fund. Each Fund's investment objective is a
fundamental policy, which means that it can not be changed without the
approval of a majority of that Fund's outstanding shares (within the meaning
of the Investment Company Act of 1940 ("1940 Act")). Each Fund's investment
program, policies, and restrictions are not fundamental, which means that,
unless otherwise noted below or required by law, they can be changed by the
Company's Board of Directors ("Board of Directors" or "Board") without
shareholder approval. As with any mutual fund, there can be no assurance that
a Fund will meet its investment objective.

INVESTMENT OBJECTIVES AND PROGRAMS

WASHINGTON GROWTH FUND. The Fund's investment objective is to maximize
long-term growth of capital. The Fund pursues its objective by investing,
under normal circumstances, primarily (i.e., at least 65% of its total assets)
in equity securities of Washington area companies with market capitalizations
of $2 billion or more at the time of purchase. Equity securities include
common stocks, preferred stocks, warrants, and securities convertible into or
exchangeable for common stocks ("convertible securities").

When selecting investments for the Fund, Advisors will seek to identify
Washington area companies that it believes possess characteristics that will
lead to long-term growth of capital. These characteristics may include,
without limitation, the following: a history of consistent earnings growth,
leading or dominant market position in a growing industry, products or
services that are in high or growing demand, and experienced and successful
management. Although the

<PAGE>

stocks in which the Fund may invest may sometimes pay dividends, Advisors does
not expect dividend income to be a primary criterion for selection.

Although the Fund's emphasis will be on well-established companies, the Fund
also may invest in smaller companies of the type in which the Aggressive
Growth Fund may invest, although it will limit its investments in issuers that
have less than three years continuous operation, including the operations of
any predecessor companies, to no more than 5% of the Fund's total assets. The
securities of these companies generally will be listed on national securities
exchanges or traded in the over-the-counter securities market ("OTC market").

For temporary defensive purposes, Advisors may invest up to 100% of the Fund's
assets in high quality, short-term debt instruments. In addition, the Fund
may, from time to time, invest a portion of its assets in cash, repurchase
agreements, or other debt securities when Advisors deems such positions
advisable in light of economic or market conditions. See "Investment Policies
and Restrictions" for further information on the types of investments that the
Fund may make.

WASHINGTON AGGRESSIVE GROWTH FUND. The Fund's investment objective is to
maximize long-term growth of capital. The Fund seeks to achieve its objective
by investing, under normal circumstances, primarily (i.e., at least 65% of its
total assets) in equity securities of Washington area companies with market
capitalizations of less than $2 billion at the time of purchase. In addition,
subject to its restriction on investments in illiquid securities, the Fund may
invest in private placements. See "Private Placements."

When selecting investments for the Fund, Advisors will seek to identify
Washington area companies that it believes are likely to benefit from new or
innovative products, services or processes that are likely to enhance the
companies' prospects for future growth in earnings. Companies with these
characteristics are likely to be relatively unseasoned companies in new and
emerging industries. These companies generally will have no established
history of paying dividends, and dividend income, if any, is likely to be
incidental.

Although the Aggressive Growth Fund's emphasis will be on companies with
smaller market capitalizations than the companies in which Growth Fund will
primarily invest, the Fund intends to seek out growth companies suitable for
the Fund without regard to market capitalization. Accordingly, the Fund may
invest in well-established companies as well. The securities of these
companies may be listed on national securities exchanges or traded in the OTC
market.

<PAGE>

Because of its more aggressive investment program, you can expect this Fund to
be significantly more volatile than the Growth Fund.

INVESTMENT POLICIES AND RESTRICTIONS

In pursuit of its investment objective, each Fund may invest in a variety
securities and employ a variety of investment practices that comprise the
Fund's investment policies. The section below describes some of the types of
securities and investment practices that Advisors may use in its day-to-day
management of each Fund's assets. The section below also describes certain
restrictions applicable to each Fund's investments. See "Investment Policies"
and "Investment Restrictions" in the SAI for more information.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements. A
repurchase agreement is an instrument under which the Fund acquires ownership
of a debt security and the seller agrees, at the time of the sale, to
repurchase the obligation at a mutually agreed upon time and price, thereby
determining the yield during the Fund's holding period. Although each Fund
will enter into repurchase agreements only with institutions that Advisors
believes present minimal credit risk, it is conceivable that a repurchase
agreement issuer could seek relief under bankruptcy laws or otherwise default
on its obligations under its repurchase agreement. In that event, a Fund could
experience both delays in liquidating the underlying securities and losses,
including: (a) a possible decline in the value of the underlying security
during the period while the Fund seeks to enforce its rights thereto; (b)
possible subnormal levels of income and lack of access to income during this
period; (c) a possible loss on the sale of the underlying collateral; and (d)
expenses of enforcing its rights.

U.S. GOVERNMENT SECURITIES. Each Fund may invest in U.S. Government
securities, including, among other securities, U.S. Treasury obligations such
as Treasury Bills (maturities of one year or less) or Treasury Notes
(maturities of less than three years). The market value of U.S. Government
securities will fluctuate with changes in interest rate levels. Thus, if
interest rates increase from the time the security was purchased, the market
value of the security will decrease. Conversely, if interest rates decrease,
the market value of the security will increase.

WRITING COVERED CALL OPTIONS. Each Fund may write (sell) covered call options,
including those that trade in the over-the-counter market, to increase its
return (through the receipt of premiums) or to provide a partial hedge against
declines in the market value of its portfolio securities. Neither Fund will
engage in such transactions for speculative purposes. A call option gives the
purchaser the right, and obligates the writer to sell, in return for a premium
paid, a particular security at a predetermined or "exercise" price during the
period of the option. A call option is "covered" if the writer owns the
underlying security that is the subject of the call option. The investment
policy of each Fund permits the writing of covered call options on securities
comprising no more than 25% of the value of each Fund's net assets. The
writing of call options is subject to risks, including the risk that the Fund
will not be able to participate in any appreciation in the value of the
securities above the exercise price. See "Investment Policies" in the SAI for
more information.

<PAGE>

ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in
illiquid securities, including restricted securities that are illiquid.

SECURITIES ISSUED ON A WHEN-ISSUED OR DELAYED DELIVERY BASIS. Each Fund may
purchase securities on a "when-issued" basis, that is, delivery of and payment
for the securities is not fixed at the date of purchase, but is set after the
securities are issued (normally within forty-five days after the date of the
transaction). Each Fund also may purchase or sell securities on a delayed
delivery basis. The payment obligation and the interest rate that will be
received on the delayed delivery securities are fixed at the time the buyer
enters into the commitment. A Fund will only make commitments to purchase
when-issued or delayed delivery securities with the intention of actually
acquiring such securities, but the Fund may sell these securities before the
settlement date if Advisors deems it advisable.

PRIVATE PLACEMENTS. Each Fund may purchase securities that are subject to
restrictions on resale because they have not been registered under the
Securities Act of 1933 (the "1933 Act"). These securities are sometimes
referred to as "private placements." Each Fund generally will treat private
placements as illiquid securities, unless Advisors determines, pursuant to
procedures adopted by the Board, that they are liquid. For example, each Fund
may purchase private placements that may be resold to "qualified institutional
buyers" pursuant to Rule 144A under the 1933 Act without regard to the
limitation on investments in illiquid securities described above under
"Illiquid Securities," provided that Advisors, under supervision of the Board,
determines that such securities have a readily available trading market.
Advisors will monitor the liquidity of Rule 144A securities held by each Fund
and, if as a result of changed conditions, Advisors determines that a Rule
144A security is no longer liquid, it will review the Fund's holdings of these
securities to determine what, if any, action may be necessary to assure that
the Fund does not exceed its applicable percentage limitation for investments
in illiquid securities.

CONVERTIBLE SECURITIES. Each Fund may invest in bonds, notes, debentures,
preferred stocks and other securities that are convertible or that carry the
right to buy a certain amount of common stock of the same or a different
issuer within a specified period of time. A convertible security provides a
fixed-income stream and the opportunity, through its conversion feature, to
participate in the capital appreciation resulting from a market price advance
in its underlying stock. As with a non-convertible fixed-income security, a
convertible security tends to increase in market value when interest rates
decline and decrease in value when interest rates rise. Like a common stock,
the value of a convertible security also tends to increase as the market value
of the underlying stock rises, and it tends to decrease as the market value of
the underlying stock declines. Because its value can be influenced by both
interest rate and market movements, a convertible security generally is not as
sensitive to interest rates as a similar fixed-income security, nor is it as
sensitive to changes in share price as its underlying stock.

LOANS OF PORTFOLIO SECURITIES. Each Fund may lend its portfolio securities to
qualified securities dealers or other institutional investors, provided that
such loans do not exceed 10% of the value of the Fund's total assets at the
time of the most recent loan. The borrower must deposit with the Fund's
custodian collateral with an initial market value of at least 102% of the
initial market

<PAGE>

value of the securities loaned, including any accrued interest, with the value
of the collateral and loaned securities marked-to-market daily to maintain
collateral coverage of at least 100%. This collateral may consist of cash,
securities issued by the U.S. Government, its agencies or instrumentalities,
or irrevocable letters of credit. The lending of securities is a common
practice in the securities industry. The Funds may engage in security loan
arrangements with the primary objective of increasing the Fund's income either
through investing the cash collateral in short-term interest bearing
obligations or by receiving a loan premium from the borrower. Under the
securities loan agreement, as utilized by the Funds, the Funds continue to be
entitled to all dividends or interest on any loaned securities. As with any
extension of credit, there are risks of delay in recovery and loss of rights
in the collateral should the borrower of the security fail financially.

STOCK INDEX FUTURES CONTRACTS. Each Fund may enter into stock index futures
contracts. No Fund has a current intention of investing more than 5% of its
net assets in such instruments.

BORROWING. Each Fund may borrow money to meet redemption requests and for
other temporary or emergency purposes in an amount not exceeding 33 1/3% of
its total assets, including the amount borrowed (less liabilities other than
borrowings). While borrowings exceed 5% of a Fund's total assets, the Fund
will not make any additional investments.

OTHER INVESTMENT POLICIES AND RESTRICTIONS. The Funds have adopted a number of
additional investment restrictions that limit their activities to some extent.
Some of these restrictions may only be changed with shareholder approval. For
a list of these restrictions and more information about the Funds' investment
policies, see "Investment Policies" and "Investment Restrictions" in the SAI.

PORTFOLIO TURNOVER. There are no limitations on the length of time that a Fund
must hold a portfolio security. A Fund may sell a portfolio security, and will
reinvest the proceeds, whenever Advisors deems such action prudent from the
viewpoint of a Fund's investment objective. A Fund's annual portfolio turnover
rate may vary significantly from year to year. A higher rate of portfolio
turnover may result in higher transaction costs, including brokerage
commissions. Also, to the extent that higher portfolio turnover results in a
higher rate of net realized capital gains to a Fund, the portion of a Fund's
distributions constituting taxable capital gains may increase. Advisors does
not expect the portfolio turnover rates for either Fund to exceed 100%.

SPECIAL RISK CONSIDERATIONS

When you own shares of a Fund, you not only have the ability to participate in
potential increases in share value, you also bear the risk that the value of
the Fund's shares may decline. This section discusses some of the special
risks associated with an investment in the Funds.

<PAGE>

WASHINGTON AREA COMPANIES. Because each Fund intends to invest primarily in
Washington area companies, changes in the economic, political, regulatory, and
business environment in the Washington area (including Washington, D.C.,
Maryland, and Virginia) are likely to have a greater impact on the Funds than
on mutual funds whose investments are not likewise geographically focused.

SMALL COMPANIES. The Aggressive Growth Fund, and, to a lesser extent, the
Growth Fund, may invest in companies with small market capitalizations (i.e.,
less than $500 million) or companies that have relatively small revenues,
limited product lines, and a small share of the market for their products or
services (collectively, "small companies"). Small companies may lack depth of
management, they may be unable to internally generate funds necessary for
growth or potential development or to generate such funds through external
financing on favorable terms, and they may be developing or marketing new
products or services for which markets are not yet established and may never
become established. Due to these and other factors, small companies may suffer
significant losses, as well as realize substantial growth. Securities of small
companies present greater risks than securities of larger, more established
companies.

Historically, stocks of small companies have been more volatile than stocks of
larger companies and are, therefore, more speculative than investments in
larger companies. Among the reasons for the greater price volatility are the
less certain growth prospects of smaller companies, the lower degree of
liquidity in the markets for such stocks, and the greater sensitivity of small
companies to changing economic conditions. Besides exhibiting greater
volatility, small company stocks may, to a degree, fluctuate independently of
larger company stocks. Small company stocks may decline in price as large
company stocks rise, or rise in price as large company stocks decline. You
should therefore expect that the value of the Aggressive Growth Fund's shares
to be more volatile than the shares of a mutual fund, such as the Growth Fund,
that invests primarily in larger company stocks.

TECHNOLOGY AND RESEARCH COMPANIES AND CURRENCY RISK. Consistent with its
investment objective, each Fund expects to invest a portion of its assets in
securities of companies involved in biological technologies, computing
technologies, and communication technologies (collectively, "technology
sectors"), and companies related to these industries. Typically, these
companies' products or services compete on a global, rather than a
predominately domestic or regional basis. The technology sectors historically
have been volatile and securities of companies in these sectors may be subject
to abrupt or erratic price movements. Advisors will seek to reduce such risks
through extensive research, and emphasis on more globally-competitive
companies. In addition, because these companies compete globally, the
securities of these companies may be subject to fluctuations in value due to
the effect of changes in the relative values of currencies on such companies'
businesses. The history of these markets reflect both decreases and increases
in worldwide currency valuations, and these may reoccur unpredictably in the
future.

DIVERSIFICATION. Each Fund is non-diversified under the 1940 Act, which means
that there is no restriction under the 1940 Act on how much each Fund may
invest in the securities of any one issuer. However, to qualify for tax
treatment as a regulated investment company under the

<PAGE>

Internal Revenue Code ("Code"), each Fund intends to comply, as of the end of
each calendar quarter, with certain diversification requirements imposed by
the Code. Pursuant to these requirements, each Fund will, among other things,
limit its investments in the securities of any one issuer (other than U.S.
Government securities or securities of other regulated investment companies)
to no more than 25% of the value of the Fund's total assets. In addition, each
Fund, with respect to 50% of its total assets, will limit its investments in
the securities of any issuer to 5% of the Fund's total assets, and will not
purchase more than 10% of the outstanding voting securities of any one issuer.
Nevertheless, as a general matter, the Funds may be more susceptible than a
diversified fund to the effects of adverse economic, political or regulatory
developments affecting a single issuer or industry sector in which the Funds
may maintain investments.

MANAGEMENT

BOARD OF DIRECTORS. The Board of Directors is responsible for managing each
Fund's business affairs.

INVESTMENT ADVISOR. Monument Advisors serves as the investment advisor to each
Fund pursuant to an investment advisory agreement, dated __________, 1997
("Advisory Agreement"). Subject to the supervision of the Board of Directors,
Advisors is responsible under the Advisory Agreement for selecting and
managing each Fund's portfolio investments in accordance with each Fund's
investment objective, program, policies and restrictions. Advisors also is
responsible for placing orders for the purchase and sale of each Fund's
investments with brokers and dealers selected by Advisors. In addition,
pursuant to the Advisory Agreement, Advisors has agreed to render regular
reports to the Board regarding its investment decisions and brokerage
allocation practices for each Fund, to assist each Fund's custodian in valuing
portfolio securities and computing each Fund's net asset value, and to furnish
each Fund with the assistance, cooperation, and information necessary for the
Fund to meet various legal requirements regarding registration and reporting.
See "Investment Advisory and Other Services" in the SAI for further
information.

Monument Advisors, located at 8377 Cherry Lane, Laurel, Maryland 20707-4831,
is a wholly-owned subsidiary of The Monument Group, Inc., which in turn is
wholly-owned by David A. Kugler, President of Advisors, and President of the
Company. Monument Advisors is a newly organized company that also manages the
portfolio investments of qualified individuals, retirement plans, charitable
foundations and trusts. As of April, 1997, Advisors managed approximately $8
million in assets.

For its services, Advisors receives, pursuant to the Advisory Agreement, a
monthly fee from each Fund equal to an annualized rate of 1.00% of the monthly
average net assets of such Fund through $50 million in net assets; 0.75% of
the monthly average net assets of such Fund greater

<PAGE>

than $50 million through $100 million in net assets; and 0.625% of the average
monthly net assets exceeding $100 million in net assets.

PORTFOLIO MANAGERS. [NAME AND TITLE] serves as the portfolio manager for the
Growth Fund and has managed the Fund since its inception. ______________ has
___ years investment management experience and has been with Advisors since
__________ 1997. Prior to that, _________ was [PRIOR INVESTMENT EXPERIENCE TO
COME]. [NAME AND TITLE] serves as the portfolio manager for the Aggressive
Growth Fund and has managed the Fund since its inception. ______________ has
___ years investment management experience and has been with Advisors since
__________ 1997. Prior to that, _________ was [PRIOR INVESTMENT EXPERIENCE TO
COME].

ADMINISTRATOR. State Street Bank and Trust Company ("State Street") has agreed
to provide certain administrative services to each Fund pursuant to an
administration agreement, dated ____________, 1997 ("Administration
Agreement"). Among other things, State Street has agreed to oversee various
matters for each Fund, including the determination of net asset values by each
Fund's custodian, the maintenance of books and records by each Fund's
custodian, and the payment of fees to each Fund's investment adviser,
custodian, and transfer and dividend disbursing agent ("Transfer Agent").
State Street also has agreed to prepare each Fund's income tax returns; to
arrange for the payment of Fund expenses; to prepare periodic reports to
shareholders, proxy statements, and other shareholder communications; to
prepare certain regulatory and other reports as may be requested by the Board
of Directors; to make reports and recommendations to the Board of Directors
concerning the performance and fees paid to third party service providers,
such as each Fund's independent accountants, custodian, and Transfer Agent; to
assist with shareholder inquiries; and to assist each Fund's investment
advisor with respect to various compliance matters. For its services under the
Administration Agreement, State Street receives a monthly fee equal to an
annualized rate of ____% of each Fund's average daily net assets.

SHAREHOLDER SERVICES. Pursuant to a Shareholder Services Agreement, dated
___________, 1997 ("Services Agreement"), Shareholder Services has agreed to
maintain accounts for, and serve as a customer liaison to, the shareholders of
each Fund, and to perform various services in relation thereto, which include
responding to requests for information and other types of shareholder account
inquiries, both by telephone and in writing. Shareholder Services may also
produce customized shareholder account statements and performance reports to
supplement those reports provided by State Street. For its services under the
Services Agreement, Shareholder Services receives a monthly fee equal to an
annualized rate of 0.20% of each Fund's average daily net assets.

PORTFOLIO BROKERAGE. In accordance with policies established by the Board of
Directors, Advisors may take into account sales of shares of the Funds in
selecting broker-dealers to effect portfolio transactions on behalf of the
Funds. For a discussion of Advisors' brokerage allocation policies and
practices, see "Portfolio Transactions and Brokerage" in the SAI.

<PAGE>

FUND EXPENSES. Each Fund will bear certain expenses attributable to it,
including the following: (a) advisory fees; (b) fees and expenses of
independent auditors and independent legal counsel retained by the Company;
(c) brokerage commissions for transactions in portfolio investments and
similar fees and charges for the acquisition, disposition, lending or
borrowing of such portfolio investments; (d) fees and expenses of the Transfer
Agent, custodian and any depository appointed for the safekeeping of its cash,
portfolio securities and other property; (e) all taxes, including issuance and
transfer taxes, and corporate fees payable by the Fund to federal, state or
other governmental agencies; (f) interest payable on the Fund's borrowings;
(g) extraordinary or non-recurring expenses, such as legal claims and
liabilities and litigation costs and indemnification payments by the Fund in
connection therewith; (h) all expenses of shareholders and Board of Directors
meetings (exclusive of compensation and travel expenses of those Directors and
employees of the Company who are "interested persons" of the Company within
the meaning of the 1940 Act); (i) compensation and travel expenses of those
Directors who are not "interested persons" of the Company within the meaning
of the 1940 Act; (j) fees and expenses involved in the preparation of all
reports as required by federal or state law or regulations; (k) fees and
expenses involved in registering or otherwise qualifying the Fund's shares
with the SEC and various states and other jurisdictions, and maintaining such
registrations or qualifications; (l) the expense of preparing, setting in
type, printing in quantity, and distributing to then-current shareholders such
materials as prospectuses, statements of additional information, and
supplements thereto, as well as periodic reports to shareholders,
communications, and proxy materials (including proxy statements and proxy
cards) relating to the Fund, and the processing, including tabulation, of the
results of proxy solicitations; (m) the expense of furnishing or causing to be
furnished to each shareholder statements of account, including the expense of
mailing; (n) membership or association dues for the Investment Company
Institute or similar organizations; (o) postage; and (p) the cost of the
fidelity bond required by 1940 Act Rule 17g-1 and any errors and omissions
insurance or other liability insurance covering the Company and/or its
officers, Directors and employees.

TAX CONSIDERATIONS

THE FUNDS. Each Fund intends to qualify for special tax treatment afforded to
regulated investment companies under the Code. To establish and continue its
qualification, each Fund intends to limit its income from short-term trading
and to diversify its assets as the Code requires. Each Fund also intends to
distribute substantially all of its net investment income and capital gains to
its shareholders to avoid federal income tax on the income and gains so
distributed.

SHAREHOLDERS. For federal income tax purposes, any dividend of net investment
income that you receive from the Funds, as well as any net short term capital
gain distribution, are generally taxable to you as ordinary income whether you
have elected to receive them in cash or in additional shares.

<PAGE>

Distributions of net long-term capital gains are generally taxable to you as
long-term capital gains, regardless of how long you have owned your Fund
shares and regardless of whether you have elected to receive such
distributions in cash or in additional shares.

Generally, distributions are taxable to you for the year in which they are
paid. In addition, certain distributions that are declared in October,
November or December, but which, for operational purposes, are paid the
following January, are taxable as though they were paid by December 31 of the
year in which they are declared.

Redemptions and exchanges of Fund shares are taxable events on which you may
realize a gain or loss. Any loss incurred on the sale or exchange of Fund
shares held for six months or less generally will be treated as a long-term
capital loss to the extent of capital gain dividends received with respect to
the shares.

TAX INFORMATION. The Funds will advise you promptly, after the close of each
calendar year, of the tax status for federal income tax purposes of all
dividends and distributions paid for such year.

The foregoing is only a general discussion of applicable federal income tax
provisions. For further information, see "Additional Information on
Distributions and Taxes" in the SAI. YOU SHOULD CONSULT WITH YOUR OWN TAX
ADVISER ABOUT YOUR PARTICULAR TAX SITUATION.

DIVIDENDS AND DISTRIBUTIONS

Each Fund declares and pays dividends from its net investment income
quarterly, and distributes capital gains, if any, annually, usually in
December. Dividends and capital gains are calculated and distributed the same
way for each Fund. The amount of any income dividends per share will differ,
however, due to the individual investment strategies of the Funds. Dividend
payments are not guaranteed, are subject to the Board's discretion, and may
vary from time to time. THE FUNDS DO NOT PAY "INTEREST" OR GUARANTEE ANY FIXED
RATE OF RETURN ON AN INVESTMENT IN THEIR SHARES.

Each Fund will reinvest any dividends and capital gains distributions in
additional shares of the Fund unless you select another option on your
application. You may change your distribution option at any time by notifying
us by mail or phone. Please allow at least seven days prior to the record date
for us to process the new option.

<PAGE>

BUYING, REDEEMING, AND EXCHANGING SHARES

BUYING FUND SHARES

BY MAIL. You can buy shares of each Fund by sending a completed application,
along with a check, to Monument Distributors at P.O. Box 5009, 8377 Cherry
Lane, Laurel, Maryland 20726. See "Proper Form."

BY WIRE. You may also wire payments for Fund shares to the wire bank account
for the appropriate Fund. Before wiring funds, please call Distributors at
1-888-520-9950 or 301-604-4407 to advise the Fund of your investment and to
receive instructions as to how and where to wire your investment. Please
remember to return your completed application to Distributors, at the address
above. See "Proper Form."

MINIMUM INVESTMENTS. The minimum initial investment in a Fund is $2500.
Subsequent investments must be at least $50. The minimum initial and
subsequent investments are $500 and $50, respectively, when purchasing through
a tax-qualified retirement plan or through an Automatic Investment Plan.

PUBLIC OFFERING PRICE. When you buy shares of a Fund, you will receive the
public offering price per share next determined after Distributors receives
your order. Each Fund's public offering price per share is equal to the Fund's
net asset value per share plus a sale charge, described below, paid to
Distributors.

<TABLE>
<CAPTION>
Sales Charge as a Percentage of
-------------------------------
Amount Paid To
Amount of Purchase at the Offering Net Amount Dealers As A Percentage
Public Offering Price Price Invested Of Offering Price
------------------------- -------- ---------- ------------------------
<S> <C> <C> <C>
$50,000 or less 1.25% 1.27% None
Over $50,000 through $100,000 1.00% 1.01% None
Over $100,000 through $1,000,000 0.75% 0.76% None
$1,000,000 and above 0.50% 0.51% None
</TABLE>

RIGHT OF ACCUMULATION. You may reduce the sales charge by combining the amount
invested in a Fund with certain previous purchases of shares of either Fund.
Your shares in a Fund previously purchased will be taken into account on a
combined basis at the current net asset value per share of a Fund in order to
establish the aggregate investment amount to be used in determining the
applicable sales charge. Only previous purchases of Fund shares that were sold
subject to the sales charge that are still held in the Fund will be included
in the calculation. To take advantage of this privilege, you must notify
Monument Distributors at the time you place your initial order and subsequent
orders that you wish to combine purchases. When you send

<PAGE>

payment to Monument Distributors along with your request to combine purchases,
please specify your account number.

WHEN SHARES ARE PRICED. Each Fund is open for business each day the New York
Stock Exchange ("Exchange") is open. Each Fund determines its share price as
of the close of regular trading on the Exchange, generally 4:00 p.m. New York
time.

NET ASSET VALUE. Each Fund's share price is equal to the net asset value
("NAV") per share of the Fund. Each Fund calculates its NAV per share by
valuing and totaling its assets, subtracting any liabilities, and dividing the
remainder, called net assets, by the number of Fund shares outstanding. The
value of each Fund's portfolio securities is generally based on market quotes
if they are readily available. If they are not readily available, Advisors
will determine their market value in accordance with guidelines adopted by the
Board. For information on how the Funds value their assets, see "Valuation of
Fund Shares" in the SAI.

REDEEMING AND EXCHANGING FUND SHARES

THROUGH MONUMENT DISTRIBUTORS. You can redeem shares of the Funds, or exchange
shares of one Fund for those of another, by submitting your order in proper
form either in writing to Monument Distributors at the above address, or by
telephoning Monument Distributors at 888-520-9950 or 301-604-4407. See "Proper
Form."

THROUGH THE TRANSFER AGENT. You may also redeem or exchange Fund shares by
submitting your order in proper form to State Street, the Transfer Agent for
each Fund, at 225 Franklin Street, Boston, MA 02110. See "Proper Form."

SMALL ACCOUNT REDEMPTIONS. Due to the relatively high cost of maintaining
accounts with smaller holdings, each Fund reserves the right to redeem your
shares if, as a result of redemptions, the value of your account drops below
each Fund's $500 minimum balance requirement ($250 in the case of IRAs, or
other retirement plans and custodial accounts). Each Fund will give you 30
days' advance written notice and a chance to increase your Fund balance to the
minimum requirement before the Fund redeems your shares.

REDEMPTION PRICE. Monument Distributors or the Transfer Agent will process
your redemption request using the NAV of the applicable Fund's shares next
determined after Monument Distributors or the Transfer Agent receives your
order in proper form. Depending on the length of time you have held your Fund
shares, you may be subject to a deferred sales charge, described below.

REDEMPTION PROCEEDS. Monument Distributors or the Transfer Agent will
generally pay redemption proceeds by the next business day after processing,
but in no event later than three business days after receiving your redemption
order in proper form, subject to the following. If you are redeeming shares
that you just purchased and paid for by personal check, Monument Distributors
or the Transfer Agent may delay sending you the proceeds for up to ten (10)

<PAGE>

calendar days to allow your check to clear (this holding period does not apply
to cashier's, certified, or treasurer's checks). Additionally, the Company, on
behalf of each Fund, may suspend the right of redemption or postpone the date
of payment during any period that the Exchange is closed, or trading in the
markets that a Fund normally utilizes is restricted, or during any period that
redemption is otherwise permitted to be suspended by the SEC.

REDEMPTIONS IN KIND. The Company reserves the right to redeem its shares in
kind, which means that upon tendering shares of a Fund, you could receive
assets other than cash in return. Nevertheless, the Company has committed
itself to pay in cash all requests for redemption by any shareholder of
record, limited in amount with respect to each shareholder during any 90-day
period to the lesser of $250,000 from a Fund or one percent of the net asset
value of a Fund at the beginning of such period. See "Buying, Redeeming, and
Exchanging Shares" in the SAI for more information.

DEFERRED SALES CHARGE. A deferred sales charge equal to 1.25% of the offering
price (1.27% of the net amount invested) may apply if you redeem all or a
portion of your investment in a Fund in less than 12 months from the date of
purchase. The purpose of the deferred sales charge, along with the initial
sales charge, is to compensate Distributors for costs that it incurs in
distributing Fund shares. These costs include, for example, the expense of
printing prospectuses that prospective investors receive. Distributors
currently does not reallow any amount of this charge to dealers.

To reduce the impact of this charge, each Fund will redeem shares that are not
subject to the sales charge first. Each Fund will then redeem shares subject
to the deferred sales charge in the order in which you purchased them. When
you request the sale of a stated NUMBER OF SHARES, each Fund will deduct the
amount of any sales charge from the sales proceeds. When you request the sale
of a stated DOLLAR AMOUNT, each Fund will redeem additional shares to cover
any deferred sales charge, unless you specify otherwise.

WAIVER OF SALES CHARGES

Sales charges do not apply to: (1) reinvestment of dividends and
distributions; (2) exchanges of Fund shares for those of another; (3)
redemptions by a Fund when an account falls below the minimum required account
size; and (4) purchases of Fund shares made by Directors, officers, or
employees of the Company, Advisors, Monument Distributors, Monument Funds
Group, or The Monument Group, Inc., and by members of their immediate
families.

RULE 12B-1 PLAN

The Board has adopted a Plan of Distribution pursuant to Rule 12b-1 under the
1940 Act ("Plan"). Pursuant to the Plan, each Fund may finance any activity or
expense that is intended primarily to result in the sale its shares. Under the
Plan, each Fund may pay a fee ("12b-1 fee") to Distributors up to a maximum of
0.25%, on an annualized basis, of its average daily net assets. The activities
and expenses financed by the 12b-1 fee may include, but are not limited to:
(a) compensation to and expenses, including overhead and telephone expenses,
of employees of Distributors who engage in the distribution of the shares of
each Fund; (b) printing and mailing of prospectuses, statements of additional
information, and periodic reports to prospective shareholders of each Fund;
(c) expenses relating to the development, preparation,

<PAGE>

printing, and mailing of advertisements, sales literature, and other
promotional materials describing and/or relating to each Fund; (d)
compensation to financial intermediaries and broker-dealers to pay or
reimburse them for their services or expenses in connection with the
distribution of the shares of each Fund; (e) expenses of holding seminars and
sales meetings designed to promote the distribution of the shares of each
Fund; (f) expenses of obtaining information and providing explanations to
prospective shareholders of each Fund regarding its investment objectives and
policies and other information pertaining to it, including its performance;
(g) expenses of training sales personnel selling each Fund's shares; and (h)
expenses of personal services and/or maintenance of shareholder accounts with
respect to the shares of each Fund. Distributors has advised the Company that
it intends to waive the 12b-1 fee for each Fund's first year of operations.
See "Rule 12b-1 Plan" in the SAI.

PROPER FORM

Your order to buy shares is in proper form when Monument Distributors receives
your signed shareholder application and check or wire payment. Your written
request to sell or exchange shares is in proper form when Monument
Distributors or the Transfer Agent receives written instructions signed by all
registered owners, with a signature guarantee if necessary.

WRITTEN INSTRUCTIONS. All registered owners must sign any written
instructions. To avoid any delay in processing your transaction, such
instructions should include:

o your name,
o the Fund's name,
o a description of the request,
o for exchanges, the name of the Fund you are exchanging into,
o your account number,
o the dollar amount or number of shares, and
o your daytime or evening telephone number.

SIGNATURE GUARANTEES. For our mutual protection, we require a signature
guarantee in the following situations:

o you wish to redeem over $50,000 worth of shares,
o you want redemption proceeds to be paid to someone other than
the registered owners,
o you want redemption proceeds to be sent to an address other than
the address of record, preauthorized bank account, or
preauthorized brokerage firm account,
o we receive instructions from an agent, not the registered
owners, or
o we believe a signature guarantee would protect us against
potential claims based on the instructions received.

<PAGE>

A signature guarantee verifies the authenticity of your signature. You can
obtain a signature guarantee from certain banks, brokers or other eligible
guarantors. YOU SHOULD VERIFY THAT THE INSTITUTION IS AN ELIGIBLE GUARANTOR
PRIOR TO SIGNING. A NOTARIZED SIGNATURE IS NOT SUFFICIENT.

SHARE CERTIFICATES. We do not issue share certificates. This eliminates the
costly problem of replacing lost, stolen or destroyed certificates.

RETIREMENT PLAN ACCOUNTS. You may not sell shares or change distribution
options on retirement plan accounts by telephone. While you may exchange
shares by phone, certain restrictions may be imposed on other retirement
plans. To obtain any required forms or more information about distribution or
transfer procedures, please call Shareholder Services.

SERVICES TO HELP YOU MANAGE YOUR ACCOUNT

AUTOMATIC INVESTMENT PLAN. Our automatic investment plan offers a convenient
way to invest in the Funds. Under the plan, you can automatically transfer
money from your checking account to the Fund(s) each month to buy additional
shares. If you are interested in this plan, please refer to the automatic
investment plan application included with this Prospectus. The market value of
the Funds' shares will fluctuate and the systematic investment plan will not
assure a profit or protect against a loss. You may discontinue the plan at any
time by notifying Shareholder Services by mail or phone.

TELEPHONE TRANSACTIONS. You may redeem shares of a Fund, or exchange shares of
one Fund for that of another Fund, by telephone. Please refer to the sections
of this Prospectus that discuss the transaction you would like to make, or
call Shareholder Services. We may only be liable for losses resulting from
unauthorized telephone transactions if we do not follow reasonable procedures
designed to verify the identity of the caller. When you call, we will request
personal or other identifying information, and will also record calls. For
your protection, we may delay a transaction or not implement one if we are not
reasonably satisfied that telephone instructions are genuine. If this occurs,
we will not be liable for any loss. If our lines are busy or you are otherwise
unable to reach us by phone, you may wish to send written instructions to us,
as described elsewhere in this Prospectus. If you are unable to execute a
transaction by telephone, we will not be liable for any loss.

STATEMENTS AND REPORTS. You will receive transaction confirmations and account
statements on a regular basis. Confirmations and account statements will
reflect transactions in your account, including additional purchases and
dividend reinvestments. PLEASE VERIFY THE ACCURACY OF YOUR STATEMENTS WHEN YOU
RECEIVE THEM. You will also receive semi-annual financial reports for each
Fund in which you have invested. To reduce Fund expenses, we attempt to
identify related shareholders within a household and send only one copy of a
report. Please call Shareholder Services if you would like an additional free
copy of the Funds' financial reports or an interim quarterly report.

<PAGE>

INSTITUTIONAL ACCOUNTS. Additional methods of buying, redeeming, or exchanging
shares of the Fund may be available to institutional accounts. For further
information, please call Shareholder Services.

GENERAL INFORMATION

THE COMPANY. The Company, a Maryland corporation organized on April 7, 1997,
is an open-end management investment company, whose Funds are non-diversified.
The Company's authorized capital consists of 2 billion shares of common stock
with a par value of $0.001 per share. The Company currently offers, on a
continuous basis, two series of common stock, namely, the Growth Fund and the
Aggressive Growth Fund, each of which is currently authorized to issue up to
250 million shares. The Company may offer additional series in the future.

Shares of each Fund, when issued, are fully-paid and non-assessable and have
equal rights as to redemption and participation in dividends, earnings, and
assets remaining in liquidation. Shareholders have no preemptive or conversion
rights. As of the date of this Prospectus, ________________ may be deemed to
be a control person of each Fund as a result of their ownership of more than
25% of each Fund's outstanding shares (to be supplied by amendment).

VOTING. Shares of each Fund have equal voting rights, except that shareholders
of each Fund will vote separately on matters affecting only that Fund.
Fractional shares have proportionately the same rights as do full shares. The
voting rights of each Fund's shares are non-cumulative, which means that the
holders of more than 50% of the shares of the Funds voting for the election of
Directors have the ability to elect all of the Directors, with the result that
the holders of the remaining voting shares will not be able to elect any
Director.

The Company does not intend to hold annual shareholder meetings, though it
may, from time to time, hold special meetings of Fund shareholders, as
required by applicable law. The Board of Directors, in its discretion, as well
as the holders of at least 10% of the outstanding shares of a Fund, also may
call a shareholders meeting. The federal securities laws require that the
Funds help you communicate with other shareholders in connection with the
election or removal of members of the Board.

CUSTODIAN AND TRANSFER AGENT. Investors Fiduciary Trust Company, a subsidiary
of State Street located at 127 West 10th Street, Kansas City, MO 64105, serves
as custodian for each Fund's portfolio securities and other assets. State
Street, 225 Franklin Street, Boston, MA 02110, serves as the Transfer Agent
for each Fund.

LEGAL COUNSEL. Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised
the Company on certain federal securities law matters.

<PAGE>

OTHER INFORMATION. This Prospectus does not report any financial information
or performance results for the Funds, which only recently commenced
operations. An audited balance sheet, showing the Company's assets and
liabilities, and the report of the Company's independent auditors thereon, are
located in the SAI. In the future, financial statements and performance
results of the Funds will appear in this Prospectus and the SAI. Additional
information about the performance of the Funds will appear in the Company's
annual report to shareholders, which the Company will provide free of charge.

Apart from the Prospectus and the SAI, the Company's registration statement
contains certain additional information that may be of interest to you. You
may obtain that information from the SEC by paying the charges prescribed
under its rules and regulations.

<PAGE>

This Prospectus does not constitute an offer to sell Fund shares in any state
or jurisdiction in which the offering is not authorized. No sales
representative, dealer, or other person is authorized to give any information
or make any representations other than those contained in this Prospectus or
in the SAI.

[BACK COVER PAGE]

<PAGE>

SUBJECT TO COMPLETION

MONUMENT SERIES FUND, INC.

WASHINGTON AREA GROWTH FUND
WASHINGTON AREA AGGRESSIVE GROWTH FUND

PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 1997

This Statement of Additional Information ("SAI") is not a Prospectus. It
contains additional information that you should read in conjunction with the
prospectus, dated _______, 1997 ("Prospectus"), for the Monument Series Fund,
Inc. Capitalized terms appearing in this SAI that are not otherwise defined
herein have the same meaning given to them in the Prospectus. You may obtain a
copy of the Prospectus by writing Shareholder Services at 8377 Cherry Lane,
Laurel, Maryland 20707-4831, or by calling 888-520-1105 or 301-604-4088.

TABLE OF CONTENTS PAGE

Investment Policies........................................................ 2
Potential Risks............................................................ 6
Investment Restrictions.................................................... 7
Directors and Officers..................................................... 8
Investment Advisory and Other Services..................................... 10
Portfolio Transactions and Brokerage....................................... 11
Buying, Redeeming, and Exchanging Shares................................... 12
Principal Holders of Securities............................................ 14
Valuation of Fund Shares................................................... 14
Additional Information on Distributions and Taxes.......................... 16
Further Description of The Company's Shares................................ 19
The Company's Principal Underwriter........................................ 20
Performance Information.................................................... 21
Financial Statements....................................................... 23
Appendix: Performance Comparisons......................................... 24

<PAGE>

INVESTMENT POLICIES

The Prospectus describes the fundamental investment objectives and certain
investment programs, policies, and restrictions applicable to each Fund. The
following is additional information for your consideration.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements. The
period of these agreements will usually be short, from overnight to one week,
and at no time will a Fund invest in repurchase agreements of more than one
year's duration. The securities that are subject to the repurchase agreement,
however, may have maturity dates in excess of one year from the effective date
of the repurchase agreement. Each Fund will make payment for such securities
only upon physical delivery or evidence of book entry transfer to the account
of its custodian bank. A Fund may not enter into a repurchase agreement with
more than seven days duration if, as a result, more than 15% of the market
value of that Fund's net assets would be invested in such repurchase
agreements.

ILLIQUID AND RESTRICTED SECURITIES. Each Fund will not invest more than 15% of
its net assets in illiquid securities, including repurchase agreements with
maturities in excess of seven days. Subject to this limitation, the Board has
authorized each Fund to invest in restricted securities where such investment
is consistent with that Fund's investment objective, and has authorized such
securities to be considered liquid to the extent Advisors determines that
there is a liquid institutional or other market for such securities - for
example, restricted securities that may be freely transferred among qualified
institutional buyers under Rule 144A of the Securities Act of 1933 ("1933
Act"), and for which a liquid institutional market has developed. The Board
will review any determination by Advisors to treat a restricted security as a
liquid security on an ongoing basis, including Advisors' assessment of current
trading activity and the availability of reliable price information. In
determining whether a restricted security is properly considered a liquid
security, Advisors and the Board will take into account the following factors:
(1) the frequency of trades and quotes for the security; (2) the number of
dealers willing to buy or sell the security and the number of other potential
buyers; (3) dealer undertakings to make a market in the security; (4) the
nature of the security and marketplace trades, including the time needed to
dispose of the security, the method of soliciting offers, and the mechanics of
transfer, and (5) such other factors as Advisors may determine to be relevant
to such determination.

ENHANCED CONVERTIBLE SECURITIES. Each Fund may invest in convertible preferred
stocks that offer enhanced yield features, such as Preferred Equity Redemption
Cumulative Stocks ("PERCS"), which provide an investor with the opportunity to
earn higher dividend income than is available on a company's common stock.
PERCS are preferred stocks that generally feature a mandatory conversion date,
as well as a capital appreciation limit that is usually expressed in terms of
a stated price. Most PERCS expire three years from the date of issue, at which
time they are convertible into common stock of the issuer. PERCS are generally
not convertible into

<PAGE>

cash at maturity. Under a typical arrangement, after three years PERCS convert
into one share of the issuer's common stock if the issuer's common stock is
trading at a price below that set by the capital appreciation limit, and into
less than one full share if the issuer's common stock is trading at a price
above that set by the capital appreciation limit. The amount of that
fractional share of common stock is determined by dividing the price set by
the capital appreciation limit by the market price of the issuer's common
stock. PERCS can be called at any time prior to maturity, and hence do not
provide call protection. If called early, however, the issuer must pay a call
premium over the market price to the investor. This call premium declines at a
preset rate daily, up to the maturity date.

Each Fund also may invest in other classes of enhanced convertible securities.
These include but are not limited to ACES (Automatically Convertible Equity
Securities), PEPS (Participating Equity Preferred Stock), PRIDES (Preferred
Redeemable Increased Dividend Equity Securities), SAILS (Stock Appreciation
Income Linked Securities), TECONS (Term Convertible Notes), QICS (Quarterly
Income Cumulative Securities), and DECS (Dividend Enhanced Convertible
Securities). ACES, PEPS, PRIDES, SAILS, TECONS, QICS, and DECS all have the
following features: they are issued by a company, the common stock of which
will be received in the event the convertible preferred stock is converted;
unlike PERCS, they do not have a capital appreciation limit; they seek to
provide the investor with high current income with some prospect of future
capital appreciation; they are typically issued with three or four-year
maturities; they typically have some built-in call protection for the first
two to three years; investors have the right to convert them into shares of
common stock at a preset conversion ratio or hold them until maturity, and
upon maturity they will necessarily convert into either cash or a specified
number of shares of common stock.

Similarly, there may be enhanced convertible debt obligations issued by an
operating company, whose common stock is to be acquired in the event the
security is converted, or by a different issuer, such as an investment bank.
These securities may be identified by names such as ELKS (Equity Linked
Securities) or similar names. Typically they share most of the salient
characteristics of an enhanced convertible preferred stock but will be ranked
as senior or subordinated debt in the issuer's corporate structure according
to the terms of the debt indenture. Each Fund also may invest in additional
types of convertible securities that are not specifically referred to herein
but which are similar to those described, so long as such investment is
consistent with the Fund's investment objective, and investment programs,
policies, and restrictions.

An investment in an enhanced convertible security or any other security may
involve certain risks to a Fund. A Fund may have difficulty disposing of such
securities because there may be a thin trading market for a particular
security at any given time. Reduced liquidity may have an adverse impact on
market price and the Fund's ability to dispose of particular securities, when
necessary, to meet that Fund's liquidity needs or in response to a specific
economic event, such as the deterioration in the credit worthiness of an
issuer. Reduced liquidity in the secondary market for certain securities also
may make it more difficult for a Fund to obtain market quotations based on
actual trades for purposes of valuing the Fund's portfolio. There can be no
assurance that a

<PAGE>

liquid secondary market for these securities will exist when Advisors
determines to dispose of a Fund's investment in such securities.

WRITING CALL OPTIONS. Each Fund may write (sell) covered call options. Covered
call options written by a Fund give the holder the right to buy the underlying
securities from the Fund at a stated exercise price. A call option written by
a Fund is "covered" if the Fund owns the underlying security that is subject
to the call or has an absolute and immediate right to acquire that security
without additional cash consideration (or for additional cash consideration
held in a segregated account by its custodian bank) upon conversion or
exchange of other securities held in its portfolio. A call option is also
covered if a Fund holds a call on the same security and in the same principal
amount as the call written where the exercise price of the call held (a) is
equal to or less than the exercise price of the call written or (b) is greater
than the exercise price of the call written if the difference is maintained by
the Fund in cash and high grade debt securities in a segregated account with
its custodian bank.

The premium paid by the buyer of an option will reflect, among other things,
the relationship of the exercise price to the market price and volatility of
the underlying security, the remaining term of the option, supply and demand
and interest rates.

The writer of a call option may have no control over when the underlying
securities must be sold because the writer may be assigned an exercise notice
at any time prior to the termination of the obligation. Whether or not an
option expires unexercised, the writer retains the amount of the premium. This
amount, of course, may, in the case of a covered call option, be offset by a
decline in the market value of the underlying security during the option
period. If a call option is exercised, the writer experiences a profit or loss
from the sale of the underlying security.

The writer of an option that wishes to terminate its obligation may effect a
"closing purchase transaction," by buying an option of the same series as the
option previously written. The effect of the purchase is that the writer's
position will be canceled by the clearing corporation. However, a writer may
not effect a closing purchase transaction after being notified of the exercise
of an option. There is no guarantee that a Fund will be able to effect a
closing purchase transaction for the options it has written.

Effecting a closing purchase transaction in the case of a written call option
will permit a Fund to write another call option on the underlying security
with either a different exercise price, expiration date or both. Also,
effecting a closing purchase transaction will permit the Fund to use cash or
proceeds from the concurrent sale of any securities subject to the option to
make other investments. If a Fund desires to sell a particular security from
its portfolio on which it has written a call option, it will effect a closing
purchase transaction before or at the same time as the sale of the security.

A Fund will realize a profit from a closing purchase transaction if the price
of the transaction is less than the premium received from writing the option.
A Fund will realize a loss from a closing purchase transaction if the price of
the transaction is more than the premium received

<PAGE>

from writing the option. Because increases in the market price of a call
option will generally reflect increases in the market price of the underlying
security, any loss resulting from the repurchase of a call option is likely to
be offset in whole or in part by appreciation of the underlying security owned
by a Fund.

WRITING COVERED OVER-THE-COUNTER ("OTC") OPTIONS. A Fund may write ("sell")
covered call options that trade in the OTC market to the same extent that it
will engage in exchange traded options. Just as with exchange traded options,
OTC call options give the holder the right to buy an underlying security from
an option writer at a stated exercise price. However, OTC options differ from
exchange traded options in certain material respects.

OTC options are arranged directly with dealers and not, as is the case with
exchange traded options, with a clearing corporation. Thus, there is a risk of
non-performance by the dealer. Because there is no exchange, pricing is
typically done by reference to information from market makers. However, OTC
options are available for a greater variety of securities, and in a wider
range of expiration dates and exercise prices, than exchange traded options,
and the writer of an OTC option is paid the premium in advance by the dealer.

There can be no assurance that a continuous liquid secondary market will exist
for any particular option at any specific time. When a Fund writes an OTC
option, it generally can close out that option prior to its expiration only by
entering into a closing purchase transaction with the dealer to which the Fund
originally wrote the option.

FUTURES CONTRACTS. Each Fund may buy and sell stock index futures contracts
traded on domestic stick exchanges to hedge the value of its portfolio against
changes in market conditions. A stock index futures contract is an agreement
between two parties to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock index value at
the close of the last trading day of the contract and the price at which the
futures contract is originally struck. A stock index futures contract does not
involve the physical delivery of the underlying stocks in the index. Although
stock index futures contracts call for the actual taking or delivery of cash,
in most cases, each Fund expects to liquidate its stock index futures
positions through offsetting transactions, which may result in a gain or a
loss, before cash settlement is required.

A Fund will incur brokerage fees when it purchases and sells stock index
futures contract, and, at the time a Fund purchases or sells a stock index
futures contract, it must make a good faith deposit known as the "initial
margin." Thereafter, a Fund may need to make subsequent deposits, known as
"variation margin," to reflect changes in the level of the stock index. A Fund
may buy or sell a stock index futures contract if, immediately thereafter, the
sum of the amount of margin deposits on open positions with respect to all
stock index futures contracts dues not exceed 5% of the market value of the
Fund's total assets.

A Fund will not enter into any stock index or financial futures contract if,
immediately thereafter, more than one-third of the Fund's total assets would
be represented by futures contracts. To the extent a Fund enters into a stock
index futures contract, it will maintain with its custodian bank,

<PAGE>

to the extent required by the rules of the SEC, assets in a segregated account
to cover its obligations with respect to such contract, which will consist of
cash, cash equivalents or high quality debt securities from its portfolio in
an amount equal to the difference between the fluctuating market value of such
futures contract and the aggregate value of the initial and variation margin
payments made by the Fund with respect to such futures contracts.

POTENTIAL RISKS

OPTIONS AND FUTURES. Although each Fund may write covered call options and
purchase and sell stock index futures contracts to hedge against declines in
market value of its portfolio securities, the use of these instruments
involves certain risks. As the writer of covered call options, a Fund receives
a premium, but loses any opportunity to profit from an increase in the market
price of the underlying securities above the exercise price during the option
period. A Fund also retains the risk of loss if the price of the security
declines, though the premium received may partially offset such loss.

Although stock index futures contracts may be useful in hedging against
adverse changes in the value of a Fund's portfolio securities, they are
derivative instruments that are subject to a number of risks. During certain
market conditions, purchases and sales of stock index futures contracts may
not completely offset a decline or rise in the value of a Fund's Portfolio. In
the futures markets, it may not always be possible to execute a buy or sell
order at the desired price, or to close out an open position due to market
conditions, limits on open positions and/or daily price fluctuations. Changes
in the market value of a Fund's portfolio may differ substantially from the
changes anticipated by the Fund when it established its hedged positions, and
unanticipated price movements in a futures contract may result in a loss
substantially greater than a Fund's initial investment in such contract.
Successful use of futures contracts depends upon Advisors' ability to predict
correctly movements in the direction of the securities markets generally or of
a particular segment of a securities market. No assurance can be given that
Advisors' judgment in this respect will be correct.

The CFTC and the various exchanges have established limits referred to as
"speculative position limits" on the maximum net long or net short position
that any person may hold or control in a particular futures contract. Trading
limits are imposed on the maximum number of contracts that any person may
trade on a particular trading day. An exchange may order the liquidation of
positions found to be in violation of these limits and it may impose other
sanctions or restrictions. Each Fund does not believe that these trading and
positions limits will have an adverse impact on its strategies for hedging its
securities.

<PAGE>

INVESTMENT RESTRICTIONS

The Company has adopted the following restrictions as fundamental policies for
each Fund as stated. These restrictions are fundamental policies of the Fund
and may not be changed for any given Fund without the approval of the lesser
of (i) more than 50% of the outstanding voting securities of the Fund or (ii)
67% or more of the voting securities present at a shareholder meeting of the
Fund if more than 50% of the outstanding voting securities of the Fund are
represented at the meeting in person or by proxy. The investment restrictions
of one Fund thus may be changed without affecting those of any other Fund.
Under the restrictions, each Fund MAY NOT:

1. issue senior securities, except to the extent permitted by the 1940 Act,
including permitted borrowings;

2. make loans, except for collateralized loans of portfolio securities in
an amount not exceeding 33 1/3% of the Fund's total assets. This
limitation does not apply to purchases of debt securities or to
repurchase agreements;

3. borrow money, except for temporary or emergency purposes in an amount
not exceeding 33 1/3% of the Fund's total assets (including the amount
borrowed) less liabilities (other than borrowings). No Fund will
purchase securities when its borrowings exceed 5% of its total assets;

4. invest more than 25% of the Fund's total assets (at the time of the most
recent investment) in any single industry. This limitation does not
apply to investments in obligations of the US. Government or any of its
agencies or instrumentalities;

5. act as an underwriter, except to the extent that, in connection with the
disposition of portfolio securities, the Fund may be deemed to be an
underwriter for purposes of the 1933 Act;

6. invest in securities for the purpose of exercising management or control
of the issuer, except that each Fund may purchase securities of other
investment companies to the extent permitted by the 1940 Act,
regulations thereunder, or exemptions therefrom;

7. purchase or sell commodity contracts, except that each Fund may, as
appropriate and consistent with its investment objectives and policies,
enter into financial futures contracts, options on such futures
contracts, forward foreign currency exchange contracts, forward
commitments, and repurchase agreements;

8. effect short sales, unless at the time the Fund owns securities
equivalent in kind and amount to those sold;

<PAGE>

9. purchase or sell real estate or any interest therein, except that each
Fund may, as appropriate and consistent with its investment objectives
and policies, invest in securities of corporate and governmental
entities secured by real estate or marketable interests therein, or
securities of issuers that engage in real estate operations or interests
therein, and may hold and sell real estate acquired as a result of
ownership of such securities; or

10. invest in the securities of other investment companies, except that each
Fund may acquire securities of another investment company pursuant to a
plan of reorganization, merger, consolidation or acquisition, or except
where the Fund would not own, immediately after the acquisition,
securities of other investment companies which exceed in the aggregate
(i) more than 3% of the issuer's outstanding voting stock, (ii) more
than 5% of the Fund's total assets, and (iii) together with the
securities of all other investment companies held by the Fund, exceed,
in the aggregate, more than 10% of the Fund's total assets, or except as
otherwise permitted by the 1940 Act and the regulations thereunder or
exemptions therefrom.

In addition to these fundamental policies, it is the present policy of each
Fund (which may be changed without the shareholder approval) not to pledge,
mortgage or hypothecate its assets as security for loans, nor to engage in
joint or joint and several trading accounts in securities, except that it may
participate in joint repurchase arrangements, or invest its short-term cash in
shares of a money market mutual fund (pursuant to the terms of any order, and
any conditions therein, issued by the SEC permitting such investments). Each
Fund may not invest in excess of 5% of its net assets, valued at the lower of
cost or market, in warrants, nor more than 2% of its net assets in warrants
not listed on either the New York or American Stock Exchange.

If a percentage restriction is met at the time of investment, a later increase
or decrease in the percentage due to a change in value of portfolio securities
or the amount of assets will not be considered a violation of any of the
foregoing restrictions.

DIRECTORS AND OFFICERS

The Board has the responsibility for the overall management of the Company,
including general supervision and review of its investment activities. The
Board, in turn, elects the officers of the Company who are responsible for
administering the Company's day-to-day operations. The affiliations of the
officers and Board members and their principal occupations for the past five
years are shown below. Members of the Board who are considered "interested
persons" of the Company under the 1940 Act are indicated by an asterisk (*).

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS

NAME, ADDRESS AND AGE POSITIONS WITH THE COMPANY DURING THE PAST FIVE YEARS
----------------------- -------------------------- ---------------------------
<S> <C> <C>
* David A. Kugler (37) Director and President President and Director, The
8377 Cherry Lane Monument Group, Inc. (a holding
Laurel, MD 20707 company); President and Director,
The Monument Funds Group, Inc. (a
holding company); President and
Director, Monument Advisors, Ltd;
President and Director, Monument
Distributors; Account Vice Presi-
dent, Paine Webber, Inc.;
Financial Consultant, Merrill
Lynch & Co.
</TABLE>

[ADDITIONAL INFORMATION TO BE FILED BY AMENDMENT.]

Directors and officers of the Company who are affiliated with Advisors and/or
Distributors receive no remuneration from the Company. Each Director who is
not an interested person of the Company receives an annual retainer of $______
for serving on the Board, an annual retainer of $____ for serving on one or
more committees of the Board, and a $____ fee for each regular or special
Board meeting he or she attends. The Directors also receive reimbursement for
their expenses incurred in attending any meeting of the Board. The Board
generally meets quarterly.

Additionally, certain Directors and officers of the Company who are
shareholders of Advisors and/or Distributors may be deemed to receive indirect
remuneration by virtue of their interests in Advisors and/or Distributors,
respectively.

COMMITTEES OF THE BOARD OF DIRECTORS.

The Company has an Audit Committee, an Executive Committee and a Pricing and
Investment Committee. The duties of these three Committees and their present
membership are as follows:

AUDIT COMMITTEE: The members of the Audit Committee consult with the Company's
independent auditors if the auditors deem it desirable, and will meet with the
Company's independent auditors at least once annually to discuss the scope and
results of the annual audit of the Funds and such other matters as the
Committee members deem appropriate or desirable. Directors _____, _____, and
_____ are members of the Audit Committee.

EXECUTIVE COMMITTEE: During intervals between meetings of the Board, the
Executive Committee possesses and may exercise all of the powers of the Board
in the management of the Company except as to those matters that specifically
require action by the Board. Directors _____, _____, and _____ are members of
the Executive Committee.

PRICING AND INVESTMENT COMMITTEE: During intervals between meetings of the
Board, the Pricing and Investment Committee reviews each Fund's investments
and confers with Advisors at such

<PAGE>

times and as to such matters as the Committee members deem appropriate.
Directors _____, _____, and _____ are members of the Pricing and Investment
Committee.

INVESTMENT ADVISORY AND OTHER SERVICES

ADVISORY AGREEMENT. Pursuant to the Advisory Agreement, Advisors provides
certain services to each Fund. The services provided by Advisors include: (1)
furnishing an investment program by determining what investments a Fund should
purchase, hold, sell, or exchange; determining the manner in which to exercise
any voting rights, rights to consent to corporate action, or other rights
pertaining to a Fund's investment securities; and rendering regular reports to
the Company regarding the investment decisions that it has made on behalf of
each Fund, the reasons for such decisions, and the extent to which is has
implemented such decisions; (2) placing orders for the execution of each
Fund's securities transactions, in accordance with any applicable directions
from the Board, and rendering certain reports to the Company regarding
brokerage business placed by Advisors; (3) using its best efforts to recapture
all available tender offer solicitation fees in connection with tenders of the
securities of any Fund, and any similar payments; (4) advising the Board of
any fees or payments which it may be possible for Advisors or an affiliate
thereof to receive in connection with the purchase or sale of investment
securities for any Fund; (5) assisting the Custodian with the valuation of the
securities of each Fund, and in calculating the net asset value of each Fund;
(6) providing assistance to the Company with respect to the Company's
registration statements, regulatory reports, periodic reports to shareholders
and other documents required by applicable law; (7) providing assistance to
the Company with respect to the development and maintenance of a compliance
program; and (8) furnishing, at its own expense, adequate facilities and
personnel for the Directors and officers of the Company to manage the
Company's affairs.

Under the Advisory Agreement, the advisory fee for each Fund is payable at the
end of each calendar month, determined by applying the annual rates, as set
out in the Prospectus, to the average daily net assets of each Fund.

The Advisory Agreement was approved, with regard to each Fund, on
________________, 1997, by the Board, and was subsequently approved by the
initial shareholders of each Fund, following their investment of the initial
capitalization of each Fund. The Advisory Agreement will remain in effect
until _________________, 1999, with respect to each Fund and will continue in
effect from year to year thereafter for each Fund as long as its continuance
is specifically approved at least annually by a vote of the Board (on behalf
of such Fund) or by a vote of the holders of a majority of such Fund's
outstanding voting securities (as defined by the 1940 Act), and in either
event, by a majority vote of the Board members who are not interested persons
of Advisors or the Company (other than as members of the Board), cast in
person at a meeting called for the purpose of voting on such approval. The
Advisory Agreement may be terminated without penalty at any time by the Board,
Advisors, or with respect to any Fund, by a vote of a majority

<PAGE>

of that Fund's shareholders, in each case on 60 days' written notice, and will
automatically terminate in the event of its assignment, as defined in the 1940
Act.

CUSTODIAN. Investors Fiduciary Trust Company acts as custodian of the
securities and other assets of each Fund, and for cash received in connection
with the purchase of Fund shares. The custodian does not participate in
decisions relating to the purchase and sale of portfolio securities.

INDEPENDENT AUDITORS. __________, located at ____________, serve as the
Company's independent auditors. Their auditing services include rendering an
opinion on the financial statements of the Company.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Advisors, pursuant to the Advisory Agreement, and subject to the general
control of the Board, places all orders for the purchase and sale of
securities of each Fund. In executing portfolio transactions and selecting
brokers and dealers, it is the Company's policy to seek the best combination
of price and execution ("best execution") available. Advisors will consider
such factors as it deems relevant, including the breadth of the market in the
security, the financial condition and execution capability of the
broker-dealer, and the reasonableness of the commission, if any, for the
specific transaction or on a continuing basis.

Advisors is authorized to pay brokerage commissions, on behalf of each Fund,
in an amount in excess of that which another broker might have charged that
Fund, in recognition of certain research and other services provided by that
broker. More specifically, in the allocation of brokerage business used to
purchase securities for a Fund, Advisors may give preference to those
broker-dealers who provide research or other services to Advisors as long as
there is no sacrifice in obtaining best execution. Such research and other
services may include, for example: advice concerning the value of securities,
the advisability of investing in, purchasing, or selling securities, and the
availability of securities or the purchasers or sellers of securities;
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy, and performance of accounts; and
various functions incidental to effecting securities transactions, such as
clearance and settlement. The receipt of research from broker-dealers that
execute transactions on behalf of the Company may be useful to Advisors in
rendering investment management services to other clients (including
affiliates of Advisors), and conversely, such research provided by
broker-dealers who have executed transaction orders on behalf of other clients
may be useful to Advisors in carrying out its obligations to the Company.
While such research is available to and may be used by Advisors in providing
investment advice to all its clients (including affiliates of Advisors), not
all of such research may be used by Advisors for the benefit of the Company.
Such research and services will be in addition to and not in lieu of research
and services provided by Advisors, and the expenses of Advisors will not
necessarily be reduced by the receipt of such supplemental research.

<PAGE>

When portfolio transactions are executed on a securities exchange, the amount
of commission paid by a Fund is negotiated between Advisors and the broker
executing the transaction. Advisors will ordinarily place orders to buy and
sell over-the-counter securities on a principal rather than agency basis with
a principal market maker unless, in the opinion of Advisors, a better price
and execution can otherwise be obtained. Purchases of portfolio securities
from underwriters will include a commission or concession paid by the issuer
to the underwriter, and purchases from dealers will include a spread between
the bid and ask price. Occasionally, securities may be purchased directly from
the issuer, which does not involve the payment of commissions.

Because Monument Distributors is a member of the National Association of
Securities Dealers, Inc., it may sometimes receive certain fees when a Fund
tenders portfolio securities pursuant to a tender offer solicitation. As a
means of recapturing brokerage for the benefit of such Fund, any portfolio
securities tendered by the Fund will be tendered through Distributors if it is
legally permissible to do so. In turn, the next advisory fee payable to
Advisors will be reduced by the amount of any fees received by Distributors in
cash, less any costs and expenses incurred in connection with the tender.

Securities of the same issuer may be purchased, held, or sold at the same time
by the Company for both of its Funds, or by other accounts or companies for
which Advisors provides investment advice (including affiliates of Advisors).
On occasions when Advisors deems the purchase or sale of a security to be in
the best interest of the Company, as well as Advisors' other clients,
Advisors, to the extent permitted by applicable laws and regulations, may
aggregate such securities to be sold or purchased for the Company with those
to be sold or purchased for other customers in order to obtain best execution
and lower brokerage commissions, if any. In such event, Advisor will allocate
the securities so purchased or sold, as well as the expenses incurred in the
transaction, in the manner it considers to be most equitable and consistent
with its fiduciary obligations to all such customers, including the Company.
In some instances, this procedure may impact the price and size of the
position obtainable for the Company.

BUYING, REDEEMING, AND EXCHANGING SHARES

ADDITIONAL INFORMATION ON BUYING SHARES. The Company continuously offers
shares of the Funds through advertisements, mailings and, in the future, the
Internet. When you buy shares, if you submit a check or a draft that is
returned unpaid to the Company we may impose a $25 charge against your account
for each returned item.

REINVESTMENT DATE. Fund shares acquired through the reinvestment of dividends
will be purchased at the Fund's net asset value determined on the business day
following the dividend record date (sometimes known as the "ex-dividend
date"). The processing date for the

<PAGE>

reinvestment of dividends may vary and does not affect the amount or value of
the shares acquired.

ADDITIONAL INFORMATION ON REDEEMING SHARES: REDEMPTIONS IN KIND. The Company,
on behalf of the Funds, has committed itself to pay in cash (by check) all
requests for redemption by any shareholder of record of a Fund, limited in
amount, however, during any 90-day period to the lesser of $250,000 or 1% of
the value of a Fund's net assets at the beginning of the 90-day period. This
commitment is irrevocable without the prior approval of the SEC. In the case
of redemption requests in excess of these amounts, the Board reserves the
right to make payments in whole or in part in securities or other assets of a
Fund, in case of an emergency, or if the payment of such a redemption in cash
would be detrimental to the existing shareholders of the Fund. In these
circumstances, the securities distributed would be valued at the price used to
compute the Fund's net assets and you may incur brokerage fees in converting
the securities to cash. The Company does not intend to redeem illiquid
securities in kind. If this happens, however, you may not be able to recover
your investment in a timely manner.

ADDITIONAL INFORMATION ON EXCHANGING SHARES. If you request the exchange of
the total value of your account from one Fund to another Fund, we will
reinvest any declared but unpaid income dividends and capital gain
distributions in the new Fund at the Fund's net asset value. Backup
withholding and information reporting may apply. Information regarding the
possible tax consequences of an exchange appears in the tax section in this
SAI.

If a substantial number of shareholders should, within a short period, sell
their shares of a Fund under the exchange privilege, the Fund might have to
sell portfolio securities that it might otherwise hold and would incur the
additional costs related to such transactions. On the other hand, increased
use of the exchange privilege may result in periodic large inflows of money.
If large inflows of money occur, it is each Fund's general policy to initially
invest this money in short-term, interest-bearing money market instruments.
However, if Advisors believes that attractive investment opportunities,
consistent with a Fund's investment objective and policies, exist immediately,
then it will invest such money in portfolio securities in as orderly a manner
as is possible.

The proceeds from the sale of shares of each Fund may not be available until
the third business day following the sale. The Fund you are seeking to
exchange into may delay issuing shares pursuant to an exchange until that
third business day. The sale of Fund shares to complete an exchange will be
effected at net asset value of the Fund next computed after Monument
Distributors receives your request for exchange in proper form. Please see
"Buying, Redeeming, and Exchanging Shares" in the Prospectus.

ADDITIONAL INFORMATION ON SALES CHARGES. As described in the Prospectus, the
offering and redemption price of each Fund's shares is based on that Fund's
NAV per share, plus an initial and deferred sales charge, respectively, that
is paid to Monument Distributors. See "Public Offering Price," "Redemption
Price," and "Net Asset Value" in the Prospectus. Initial and deferred sales
charges do not apply to certain classes of persons or transactions, as
described in

<PAGE>

"Waiver of Sales Charges" in the Prospectus. The reason for the waiver of
sales charges in these situations is that they do not involve the same level
of expenses that are associated with the sale of Fund shares to the general
public. In addition, as shown in the table under "Public Offering Price" in
the Prospectus, initial sales charges decline as the amount of Fund shares
purchased increases to reflect certain economies of scale in the selling
effort associated with larger purchases.

GENERAL INFORMATION. We will consider dividend checks that the U.S. Postal
Service returns marked "unable to forward" as a request by you to change your
dividend option to reinvest all distributions. We will reinvest the proceeds
in additional shares at the net asset value of the applicable Fund(s) until we
receive new instructions.

If mail is returned as undeliverable or we are unable to locate you or verify
your current mailing address, we may deduct, from your account, the costs of
our efforts to find you. These costs may include a percentage of the account
when a search company charges a percentage fee in exchange for its location
services.

All checks, drafts, wires and any other available payment mediums that you use
buy or sell shares of a Fund must be denominated in U.S. dollars. We may, in
our sole discretion, either (a) reject any order to buy or sell shares
denominated in any other currency or (b) honor the transaction or make
adjustments to your account for the transaction as of a date and with a
foreign currency exchange factor determined by the drawee bank.

PRINICIPAL HOLDERS OF SECURITIES

As of ________, 1997, no person controlled or was presumed to control either
the Growth Fund or the Aggressive Growth Fund. However, as of _______, 1997,
the following individuals owned of record and beneficially 5% or more of the
shares of the Growth Fund, and Aggressive Growth Fund, respectively: [TO BE
PROVIDED BY AMENDMENT.]

As of _________, 1997, the Company's Directors and officers, as a group, owned
_____% of the shares of the Growth Fund, and ______% of the shares of the
Aggressive Growth Fund, respectively.

VALUATION OF FUND SHARES

The Company calculates the net asset value per share of each Fund as of the
scheduled close of the New York Stock Exchange ("Exchange") (generally, 4:00
p.m. New York time) each day that the Exchange is open for trading. The
Exchange is regularly closed on Saturdays and Sundays

<PAGE>

and on New Year's Day, the third Monday in February, Good Friday, the last
Monday in May, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day. If one of these holidays falls on a Saturday or Sunday, the Exchange will
be closed on the preceding Friday or the following Monday, respectively.

For the purpose of determining the aggregate net assets of a Fund, cash and
receivables are valued at their realizable amounts. Interest is recorded as
accrued and dividends are recorded on the ex-dividend date. Portfolio
securities listed on a securities exchange or on the NASDAQ National Market
System for which market quotations are readily available are valued at the
last quoted sale price of the day or, if there is no such reported sale, at
the mean between the closing bid and asked prices on that day.
Over-the-counter portfolio securities (other than securities reported on the
NASDAQ National Market System) are valued at the mean between the last bid and
asked prices based upon quotes furnished by market makers for such securities.
Portfolio securities that are traded both in the over-the-counter market and
on a stock exchange are valued according to the broadest and most
representative market as determined by Advisors. Exchange listed convertible
debt securities are valued at the mean between the last bid and asked prices
obtained from broker-dealers or a comparable alternative, such as Bloomberg or
Telerate.

Portfolio securities underlying actively traded call options are valued at
their market price as determined above. The current market value of any option
held by a Fund is its last sale price on the relevant exchange prior to the
time when assets are valued. Lacking any sales that day or if the last sale
price is outside the bid and asked prices, options are valued within the range
of the current closing bid and asked prices if the valuation is believed to
fairly reflect the contract's market value.

Generally, trading in corporate bonds, U.S. government securities and money
market instruments is substantially completed each day at various times before
the scheduled close of the Exchange. The value of these securities used in
computing the net asset value of each Fund is determined as of such times.
Occasionally, events affecting the values of these securities may occur
between the times at which they are determined and the scheduled close of the
Exchange that will not be reflected in the computation of the net asset value
of a Fund. If events materially affecting the values of these securities occur
during this period, the securities will be valued at their fair value as
determined in good faith by the Board.

Other securities for which market quotations are readily available are valued
at the current market price, which may be obtained from a pricing service,
based on a variety of factors including recent trades, institutional size
trading in similar types of securities (considering yield, risk and maturity)
and/or developments related to specific issues. Securities and other assets
for which market prices are not readily available are valued at fair value as
determined following procedures approved by the Board. With the approval of
the Board, a Fund may utilize a pricing service to perform any of the above
described functions.

<PAGE>

ADDITIONAL INFORMATION ON DISTRIBUTIONS AND TAXES

DISTRIBUTIONS. You may receive two types of distributions from a Fund:

1. INCOME DIVIDENDS. Each Fund receives income generally in the form of
dividends, interest and other income derived from its investments. This
income, less the expenses incurred in the Fund's operations, is its net
investment income from which income dividends may be distributed. Thus,
the amount of dividends paid per share may vary with each distribution.

2. CAPITAL GAIN DISTRIBUTIONS. The Funds may derive capital gains or losses
in connection with sales or other dispositions of their portfolio
securities. Distributions by a Fund derived from net short-term and net
long-term capital gains (after taking into account any capital loss
carry forward or post-October loss deferral) may generally be made once
a year in December to reflect any net short-term and net long-term
capital gains realized by the Fund as of October 31 of the current
fiscal year and any undistributed capital gains from the prior fiscal
year. Each Fund may make more than one distribution derived from net
short-term and net long-term capital gains in any year or adjust the
timing of these distributions for operational or other reasons.

TAXES. As stated in the Prospectus, each Fund has elected to be treated as a
regulated investment company under Subchapter M of the Code. The Board
reserves the right not to maintain the qualification of a Fund as a regulated
investment company if it determines this course of action to be beneficial to
shareholders. In that case, that Fund will be subject to federal and possibly
state corporate taxes on its taxable income and gains. In either case,
distributions to shareholders will be taxable to the extent of the Fund's
available earnings and profits.

Subject to the limitations discussed below, all or a portion of the income
distributions paid by a Fund may be treated by corporate shareholders as
qualifying dividends for purposes of the dividends received deduction under
federal income tax law. If the aggregate qualifying dividends received by a
Fund (generally, dividends from U.S. domestic corporations, the stock in which
is not debt-financed by the Fund and is held for at least a minimum holding
period) is less than 100% of its distributable income, then the amount of the
Fund's dividends paid to corporate shareholders which may be designated as
eligible for such deduction will be an amount that does not exceed the
aggregate qualifying dividends received by the Fund for the taxable year. The
amount or percentage of income qualifying for the corporate dividends-received
deduction will be declared by each Fund annually in the Company's annual
report to shareholders.

Corporate shareholders should note that dividends paid by a Fund from sources
other than the qualifying dividends it receives will not qualify for the
dividends-received deduction. For example, any interest income and net
short-term capital gain (in excess of any net long-term capital loss or
capital loss carryover) included in investment company taxable income and
distributed by a Fund as a dividend will not qualify for the
dividends-received deduction. Corporate shareholders should also note that
availability of the corporate dividends-received

<PAGE>

deduction is subject to certain restrictions. For example, the deduction is
eliminated unless Fund shares have been held (or deemed held) for more than 45
days in a substantially unhedged manner. The dividends-received deduction also
may be reduced to the extent interest paid or accrued by a corporate
shareholder is directly attributable to its investment in shares of a Fund.
Corporate shareholders whose investment in a Fund is "debt financed" for these
tax purposes should consult with their tax advisors concerning the
availability of the dividends-received deduction. The entire dividend,
including the portion which is treated as a deduction, is includable in the
tax base on which the alternative minimum tax is computed and may also result
in a reduction in the shareholder's tax basis in its Fund shares, under
certain circumstances, if the shares have been held for less than two years.

The Code requires each Fund to distribute at least 98% of its taxable ordinary
income earned during the calendar year and at least 98% of its capital gain
net income earned during the 12 month period ending October 31 of each year
(in addition to amounts from the prior year that were neither distributed nor
taxed to the Fund) to you by December 31 of each year in order to avoid the
imposition of a federal excise tax. Under these rules, certain distributions
which are declared in October, November or December but which, for operational
reasons, may not be paid to you until the following January, will be treated
for tax purposes as if paid by the Fund and received by you on December 31 of
the calendar year in which they are declared. Each Fund intends as a matter of
policy to declare such dividends, if any, in December and to pay these
dividends in December or January to avoid the imposition of this tax, but does
not guarantee that its distributions will be sufficient to avoid any or all
federal excise taxes.

Redemptions and exchanges of a Fund's shares are taxable transactions for
federal and state income tax purposes. For most shareholders, gain or loss
will be recognized in an amount equal to the difference between the
shareholder's basis in the shares and the amount realized from the
transaction, subject to the rules described below. If such shares are a
capital asset in the hands of the shareholder, gain or loss will be capital
gain or loss and will be long-term for federal income tax purposes if the
shares have been held for more than one year.

All or a portion of a loss realized upon a redemption of shares of a Fund will
be disallowed to the extent that other shares of the Fund are purchased
(through reinvestment of dividends or otherwise) within 30 days before or
after such redemption. Any loss disallowed under these rules will be added to
the tax basis of the shares repurchased. Any loss realized upon the redemption
of shares within six months from the date of their purchase will be treated as
a long-term capital loss to the extent of amounts treated as distributions of
net long-term capital gain during such six-month period. All or a portion of
the sales charge incurred in buying shares of a Fund will not be included in
the federal tax basis of any of such shares sold or exchanged within 90 days
of their purchase (for purposes of determining gain or loss with respect to
such shares) if the sales proceeds are reinvested in another Fund of the
Company and a sales charge which would otherwise apply to the reinvestment is
reduced or eliminated. Any portion of such sales charge excluded from the tax
basis of the shares sold will be added to the tax basis of the shares acquired
in the reinvestment. You should consult with your tax advisor concerning the
tax rules applicable to the redemption or exchange of a Fund's shares.

<PAGE>

A Fund's investment in options and futures contracts, including any stock
options, stock index options, stock index futures and options on stock index
futures are subject to many complex and special tax rules. For example, OTC
options on debt securities and equity options, including options on stock and
on narrow-based stock indexes, will be subject to tax under Section 1234 of
the Code, generally producing a long-term or short-term capital gain or loss
upon exercise, lapse, or closing out of the option or sale of the underlying
stock or security. By contrast, a Fund's treatment of certain other options,
futures and forward contracts entered into by the Fund is generally governed
by Section 1256 of the Code. These "Section 1256" positions generally include
listed options on debt securities, options on broad-based stock indexes,
options on securities indexes, options on futures contracts, regulated futures
contracts and certain foreign currency contracts and options thereon.

Absent a tax election to the contrary, each Section 1256 position held by a
Fund will be marked-to-market (i.e., treated as if it were sold for fair
market value) on the last business day of the Fund's fiscal year, and all gain
or loss associated with fiscal year transactions and mark-to-market positions
at fiscal year end (except certain foreign currency gain or loss covered by
Section 988 of the Code) will generally be treated as 60% long-term capital
gain or loss and 40% short-term capital gain or loss. The effect of Section
1256 mark-to-market rules may be to accelerate income or to convert what
otherwise would have been long-term capital gains into short-term capital
gains or short-term capital losses into long-term capital losses within a
Fund. The acceleration of income on Section 1256 positions may require a Fund
to accrue taxable income without the corresponding receipt of cash. In order
to generate cash to satisfy the distribution requirements of the Code, a Fund
may be required to dispose of portfolio securities that it otherwise would
have continued to hold or to use cash flows from other sources such as the
sale of its shares. In these ways, any or all of these rules may affect the
amount, character and timing of income distributed to you by a Fund.

When a Fund holds an option or other contract that substantially diminishes
the Fund's risk of loss with respect to another position of the Fund (as might
occur in some hedging transactions), this combination of positions could be
treated as a straddle for tax purposes, resulting in possible deferral of
losses, adjustments in the holding periods of Fund securities and conversion
of short-term capital losses into long-term capital losses. Certain tax
elections exist for mixed straddles (i.e., straddles comprised of at least one
Section 1256 position and at least one non-Section 1256 position) which may
reduce or eliminate the operation of these straddle rules.

As regulated investment companies, the Funds are also subject to the
requirement that less than 30% of their annual gross income be derived from
the sale or other disposition of securities and certain other investments held
for less than three months ("short-short income"). This requirement may limit
a Fund's ability to engage in options, straddles, hedging transactions and
futures contracts because these transactions are often consummated in less
than three months, may require the sale of portfolio securities held less than
three months and may, as in the case of short sales of portfolio securities,
reduce the holding periods of certain securities within the Fund, resulting in
additional short-short income for a Fund. Each Fund will monitor its

<PAGE>

transactions in such options and futures contracts and may make certain other
tax elections in order to mitigate the effect of the above rules and to
prevent disqualification of the Fund as a regulated investment company under
Subchapter M of the Code.

In order for each Fund to qualify as a regulated investment company, at least
90% of each Fund's annual gross income must consist of dividends, interest and
certain other types of qualifying income. Foreign exchange gains derived by a
Fund with respect to the Fund's business of investing in stock or securities,
or options or futures with respect to such stock or securities is qualifying
income for purposes of this 90% limitation.

FURTHER DESCRIPTION OF THE COMPANY'S SHARES

VOTING RIGHTS. Under the Company's By-Laws and in accordance with applicable
Maryland law, no annual meeting of shareholders is required in any year in
which the election of Directors is not required to be acted upon under the
1940 Act. On any matter submitted to the shareholders, the holder of each Fund
share is entitled to one vote per share (with proportionate voting for
fractional shares) regardless of the relative NAV of the Fund's shares.
However, on matters affecting one Fund differently from the other Fund, a
separate vote of the shareholders of that Fund is required. Shareholders of a
Fund are not entitled to vote on any matter that does not affect that Fund.
Shares do not have cumulative voting rights, which means the holders of more
than 50% of the shares voting for the election of Directors can elect 100% of
the Board, and the holders of less than 50% of the shares voting for the
election of Directors will not be able to elect any person as a Director.
Shareholders of a particular Fund might have the power to elect all of the
Company's Directors because that Fund has a majority of the total outstanding
shares of the Company.

DIVIDEND RIGHTS. Dividends and distributions on shares of a particular Fund
may be paid with such frequency as the Board may determine, which may be daily
or otherwise, pursuant to a standing resolution or resolutions adopted with
such frequency as the Board may determine. Such dividends and distributions
may be paid to the holders of shares of a particular Fund, from such of the
income and capital gains, accrued or realized, attributable to the assets
belonging to that Fund, as the Board may determine, after providing for actual
and accrued liabilities belonging to that Fund. All dividends and
distributions on shares of a particular series or class will be distributed
pro rata to the holders of that Fund in proportion to the number of shares of
that Fund held by such holders at the date and time of record established for
the payment of such dividends or distributions. The Board of Directors may
declare and distribute a stock dividend to holders of shares of a Fund by the
distribution of shares of another Fund.

LIQUIDATION RIGHTS. In the event of the liquidation of a Fund, the
shareholders of that Fund will be entitled to receive, when and as declared by
the Board of Directors, the excess of the assets belonging to that Fund over
the liabilities belonging to that Fund. The holders of shares of a Fund will
not be entitled thereby to any distribution upon liquidation of any other
Fund. The assets that may be distributed to the shareholders of a Fund will be
distributed among such

<PAGE>

shareholders in proportion to the number of shares of that Fund held by each
such shareholder and recorded on the books of the Company. The liquidation of
any particular Fund in which there are shares then outstanding may be
authorized by an instrument in writing signed by a majority of the Directors
then in office, subject to the affirmative vote of "a majority of the out
standing voting securities" of that Fund, as the quoted phrase is defined in
the 1940 Act.

PRE-EMPTIVE, CONVERSION AND TRANSFER RIGHTS. When issued, each Fund's shares
are fully paid and nonassessable, have no pre-emptive or subscription rights,
and are fully transferable (the Board may, however, from time to time, adopt
lawful rules and regulations with reference to the method of transfer).
Subject to the 1940 Act, the Board of Directors has the authority to provide
that the holders of shares of a Fund will have the right to convert or
exchange such shares for or into shares of the other Fund in accordance with
such requirements and procedures as the Board may establish.

THE COMPANY'S PRINCIPAL UNDERWRITER

Pursuant to a distribution agreement ("Distribution Agreement"), Monument
Distributors has agreed to use its best efforts as principal underwriter to
promote the sale of each Fund's shares in a continuous public offering. The
Distribution Agreement will continue in effect until __________________ and
thereafter, but only so long as its continuance is specifically approved at
least annually by a vote of the Board or by a vote of the holders of a
majority of the Company's outstanding voting securities, and in either event
by a majority vote of the Board members who are not parties to the
Distribution Agreement or interested persons of any such party (other than as
members of the Board), cast in person at a meeting called for that purpose.
The Distribution Agreement terminates automatically in the event of its
assignment and may be terminated by either party on 60 days' written notice.

Monument Distributors pays the expenses of the distribution of the Company's
shares, including advertising expenses and the costs of printing sales
material and prospectuses used to offer shares to the public. The Company pays
the expenses of preparing and printing amendments to its registration
statements and prospectuses (other than those necessitated by the activities
of Monument Distributors) and of sending prospectuses to existing
shareholders.

For its services, Monument Distributors receives a sales commission on the
sale of the shares of each Fund in the amount set forth in the Prospectus.

RULE 12B-1 PLAN. On ________, 1997, the Board, on behalf of each Fund,
unanimously approved a Rule 12b-1 Plan ("Plan"), pursuant to which Monument
Distributors is entitled to receive a 12b-1 fee for certain activities and
expenses that are intended to result in the sale of Fund shares. See "Rule
12b-1 Plan" in the Prospectus for a description of these activities and
expenses and the maximum 12b-1 fee payable under the Plan. As described in the
Prospectus,

<PAGE>

Monument Distributors has agreed to voluntarily waive the 12b-1 fee for the
first year of operations of each Fund.

In adopting the Plan, the Board concluded that the increased sales of Fund
shares that may result from the Plan are reasonably likely to benefit each
Fund and its shareholders, over time, by lowering overall Fund expenses per
share through economies of scale. The Plan is in effect for an initial one
year period, and will remain continuously in effect thereafter, provided that
the Board, including a majority of Rule 12b-1 Directors (described below)
annually approves its continuance by votes cast at an in person meeting called
for the purpose of voting on the Plan. Rule 12b-1 Directors include those
Directors who are not interested persons of the Company and who have no direct
or indirect financial interest in the operation of the Plan or any agreements
related thereto.

A majority of the Rule 12b-1 Directors must approve any material amendment to
the Plan. In addition, the amount payable by a Fund under the Plan may not
materially increase without the approval of a majority of the outstanding
voting securities of that Fund. The Plan may be terminated at any time, with
respect to a Fund, by a majority of the Rule 12b-1 Directors or by a majority
of the outstanding voting securities of that Fund.

PERFORMANCE INFORMATION

From time to time, each Fund may state its average annual and cumulative total
returns in advertisements and sales literature. SUCH PERFORMANCE DOES NOT
REPRESENT THE ACTUAL EXPERIENCE OF ANY PARTICULAR INVESTOR, AND IS NOT
NECESSARILY INDICATIVE OF FUTURE RESULTS.

AVERAGE ANNUAL TOTAL RETURN. Each Fund computes its average annual total
return according to the following formula prescribed by the SEC:

n
P(1+T) = ERV

Where:

P = a hypothetical initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
investment made at the beginning of the one-, five-,
ten-year or shorter period shown

<PAGE>

Average annual total return calculations will reflect the deduction of the
maximum front-end sales charge from the hypothetical initial $1,000 purchase,
and the reinvestment of income dividends and capital gain distributions at net
asset value. The calculations also will reflect the assessment of the deferred
sales charge at the end of the one-year or any shorter period. The
calculations will not reflect the deduction for the Rule 12b-1 fee until such
charge is actually assessed. Each Fund also may show average annual total
return calculations

CUMULATIVE TOTAL RETURN. Each Fund also may quote its cumulative total return
in advertisements and sales literature. Each Fund will compute cumulative
total return in a manner similar to average annual total return, except that
it will not annualize the results. The SEC has not prescribed a standard
formula for computing cumulative total return. Cumulative total return is
calculated according to the following formula:

C = (ERV/P) -1

Where:

P = a hypothetical investment of $1,000
C = cumulative total return
ERV = ending redeemable value of a hypothetical $1,000
investment made at the beginning of the one-, five-,
ten-year or shorter period shown

Cumulative total return calculations will reflect the deduction of the maximum
front-end sales charge from the hypothetical initial $1,000 purchase, and the
reinvestment of income dividends and capital gain distributions at net asset
value. The calculations also will reflect the assessment of the deferred sales
charge at the end of the one-year or any shorter period. The calculations will
not reflect the deduction for the Rule 12b-1 fee until such charge is actually
assessed.

OTHER PERFORMANCE QUOTATIONS. Each Fund may, from time to time, quote average
annual and cumulative total returns using different assumptions about
applicable sales charges.

VOLATILITY. Occasionally, a Fund may include in advertisements and sales
literature statistics that show the volatility or risk of an investment in the
Fund, as compared to a market index. One measure of volatility is beta. Beta
is the volatility of a Fund relative to the total market, as represented by an
index considered representative of the types of securities in which the Fund
invests. A beta of more than 1.00 indicates volatility greater than the market
and a beta of less than 1.00 indicates volatility less than the market.
Another measure of volatility or risk is standard deviation. Standard
deviation measures the variability of net asset value or total return of a
Fund around an average over a specified period of time. The greater the
standard deviation, the greater the assumed risk in achieving performance.

PERFORMANCE COMPARISONS. To help you better evaluate how an investment in a
Fund may satisfy your investment objectives, advertisements and sales
materials about a Fund may discuss

<PAGE>

certain measures of performance as reported by various financial publications.
These materials also may compare a Fund's performance to that of other
investments, indices, and averages. See the Appendix for examples of the types
of performance comparisons that a Fund may make.

FINANCIAL STATEMENTS

[TO BE ADDED BY AMENDMENT]

<PAGE>

APPENDIX

PERFORMANCE COMPARISONS

Each Fund may compare its performance to the various averages, indices,
and investments listed below. In addition, advertisements and sales literature
for each Fund may discuss certain performance information set out in the
various financial publications listed below.

1. Dow Jones Composite Average or its component averages - an unmanaged
index composed of 30 blue-chip industrial corporation stocks (Dow Jones
Industrial Average), 15 utilities company stocks (Dow Jones Utilities
Average), and 20 transportation company stocks. Comparisons of performance
assume reinvestment of dividends.

2. Standard & Poor's 500 Stock Index or its component indices - an
unmanaged index composed of 400 industrial stocks, 40 financial stocks, 40
utilities stocks, and 20 transportation stocks. Comparisons of performance
assume reinvestment of dividends.

3. The New York Stock Exchange composite or component indices - an
unmanaged index of all industrial, utilities, transportation, and finance
stocks listed on the New York Stock Exchange.

4. Wilshire 5000 Equity Index - represents the return on the market value
of all common equity securities for which daily pricing is available.
Comparisons of performance assume reinvestment of dividends.

5. Lipper - Mutual Fund Performance Analysis and Lipper - Fixed Income
Fund Performance Analysis - measure of total return and average current yield
for the mutual fund industry and ranks individual mutual fund performance over
specified time periods, assuming reinvestment of all distributions, exclusive
of any applicable sales charges.

6. CDA Mutual Fund Report, published by CDA Investment Technologies, Inc.
analyzes price, current yield, risk, total return, and average rate of return
(average annual compounded growth rate) over specified time periods for the
mutual fund industry.

7. Mutual Fund Source Book, published by Morningstar, Inc. - analyzes
price, yield, risk, and total return for equity Fund.

8. Value Line Index - an unmanaged index which follows the stock of
approximately 1,700 companies.

9. Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics a statistical measure of change, over time, in the
price of goods and services in major expenditure groups.

<PAGE>

10. Historical data supplied by the research departments of First Boston
Corporation, the J.P. Morgan companies, Salomon Brothers, Merrill Lynch,
Lehman Brothers and Bloomberg L.P.

11. Financial publications: THE WALL STREET JOURNAL, BUSINESS WEEK,
CHANGING TIMES, FINANCIAL WORLD, FORBES, FORTUNE, and MONEY magazines -
provide performance statistics over specified time periods.

12. Russell 3000 Index - composed of 3,000 large U.S. companies by market
capitalization, representing approximately 98% of the U.S. equity market. The
average market capitalization (as of May 1995) is $1.74 billion.

13. Russell 2000 Small Stock Index - consists of the smallest 2,000
companies in the Russell 3000 Index, representing approximately 11% of the
Russell 3000 total market capitalization. The average market capitalization
(as of May 1995) is $288 million.

14. Stocks, Bonds, Bills, and Inflation, published by lbbotson Associates
- - - - historical measure of yield, price, and total return for common and small
company stock, long-term government bonds, Treasury bills, and inflation.

15. Morningstar - information published by Morningstar, Inc., including
Morningstar proprietary mutual fund ratings. The ratings reflect Morningstars
assessment of the historical risk adjusted performance of a fund over
specified time periods relative to other Fund within its class.

Advertisements also may compare a Fund's performance to the return on
certificate of deposits ("CDs") or other investments. You should be aware,
however, that an investment in a Fund involves the risk of fluctuation of
principal value, a risk generally not present in an investment in a CD issued
by a bank. For example, as the general level of interest rates rise, the value
of a Fund's fixed-income investments, if any, as well as the value of its
shares that are based upon the value of such portfolio investments, can be
expected to decrease. Conversely, when interest rates decrease, the value of a
Fund's shares can be expected to increase. CDs are frequently insured by an
agency of the U.S. Government. An investment in a Fund is not insured by any
federal, state or private entity.

<PAGE>

REGISTRATION STATEMENT ON FORM N-1A
PART C - OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

(a) List of Financial Statements

1. PART A. No Financial Highlights are included in Part A of this
Registration Statement, because, as of the date of the Prospectus,
Monument Series Fund, Inc. ("Registrant") did not have financial
statements reporting operating results for a period of at least ten
months.

2. PART B. The Registrant's Statement of Assets and Liabilities
(showing the Registrant's initial capitalization), and the report of
the Company's independent auditor's thereon, will be filed by
amendment.

(b) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
<S> <C>
(1) Articles of Incorporation of Monument Series Fund, Inc. are
filed herewith.

(2) Bylaws of Monument Series Fund, Inc. are filed herewith.

(3) Not Applicable.

(4) Not Applicable.

(5) Form of Investment Advisory Agreement by and between
Monument Series Fund, Inc. and Monument Advisors, Ltd., is
filed herewith.

(6) Form of Distribution Agreement by and between Monument
Series Fund, Inc. and Monument Distributors, Inc. is filed
herewith.

(7) Not Applicable.

(8) Form of Custody and Investment Accounting Agreement by and
between Monument Series Fund, Inc. and State Street Bank and
Trust Company, is filed herewith.

(9)(a) Form of Transfer Agent Agreement by and between Monument
Series Fund, Inc. and State Street Bank and Trust Company is
filed herewith.

(9)(b) Form of Administration Agreement by and between Monument
Series Fund, Inc. and State Street Bank and Trust Company is
filed herewith.

(9)(c) Form of Shareholder Services Agreement by and between
Monument Series Fund, Inc. and Monument Shareholder
Services, Inc. is filed herewith.

<PAGE>

(10) Opinion and Consent of Counsel concerning the legality of
the securities being registered (to be filed by amendment).

(11) Consent of Independent Auditors (to be filed by amendment).

(12) Not Applicable.

(13) Form of Subscription Agreement is filed herewith.

(14) Not Applicable.

(15) Form of Plan of Distribution Pursuant to Rule 12b-1 is filed
herewith.

(16) Not Applicable.

(17) The Financial Data Schedule required to be filed pursuant to
Form N-1A, Item 24(b)(17) (to be filed by amendment as
Exhibit 27, as dictated by the Commission's Electronic Data
Gathering, Analysis, and Retrieval System, with the
inclusion of the financial statements to be filed four to
six months following the effectiveness of this Registration
Statement).

(18) Not Applicable.

(27) See response to Item 17.
</TABLE>

ITEM 25. Persons Controlled by or Under Common Control with Registrant

No person is controlled by the Registrant, and no person is under common
control with the Registrant. No person owns more that 25% of the Registrant's
shares of common stock. A form of agreement pertaining to Registrant's initial
capitalization is filed as an exhibit in response to Item 24(b)(13) of this
Registration Statement.

ITEM 26. Number of Holders of Securities

As of the date of filing of this Registration Statement, there were no
shareholders of the Registrant, because the Registrant had not yet commenced
operations.

<PAGE>

ITEM 27. Indemnification

Under Section 2-418 of Maryland General Corporation Law, a corporation
may indemnify certain Directors, officers, employees, or agents. Consistent
with Maryland law, Article Seventh of Registrant's Articles of Incorporation
("Articles") permits it to indemnify its Directors and officers to the fullest
extent permitted by law. In addition, Section 10 of Registrant's By-Laws
permits it to insure and indemnify its Directors, officers, employees and
agents to the fullest extent permitted by law. The above-cited provisions of
Registrant's Articles and By-Laws, which are filed herewith, are incorporated
by reference into this Item.

The Registrant will enter into agreements with various service providers,
pursuant to which Directors, officers and employees of the Registrant, and/or
the adviser or the underwriter of the Registrant may be indemnified, to the
extent permitted by applicable law. Forms of these agreements have been filed
as exhibits to this Registration Statement. Once executed, they will be
incorporated by reference into this Item to the extent necessary.

Insofar as indemnification for liabilities arising under Securities Act
of 1933 (the "1933 Act") may be permitted to Directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a Director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such Director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by a controlling precedent, submit to a court of appropriate
jurisdiction the question of whether indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

ITEM 28. Business and Other Connections of Investment Adviser

Monument Advisors, Ltd. ("Advisors"), the Registrant's investment
adviser, located at 8377 Cherry Lane, Laurel, Maryland 20707-4831, acts as
manager or adviser to qualified individuals, retirement plans, charitable
foundations and trusts. David A. Kugler and Wesley A. Wilson are both officers
of Advisors. Mr. Kugler was an account executive for Paine Webber, Inc.,
located at 100 East Pratt Street, Baltimore, Maryland 21202, from September
1994 through January 1997. Mr. Wilson was an assistant to financial
consultants for Merrill Lynch, Inc., located at 707 E. Main Street, Richmond,
Virginia 23219, from May 1994 through November 1995. From November 1995
through January 1997, Mr. Wilson supervised his family farm, located at Rt. 2,
Box 26, Pamplin, Virginia 23458.

<PAGE>

ITEM 29. Principal Underwriters

(a) Not applicable.

(b) Following is certain information concerning Directors and executive
officers of Monument Distributors, Inc. (additional information to
be filed by amendment)

<TABLE>
NAME AND PRINCIPAL BUSINESS ADDRESS* POSITION AND OFFICES WITH UNDERWRITER POSITION AND OFFICES WITH REGISTRANT
<S> <C> <C>
David A. Kugler Director, President, Treasurer, Director, President, Treasurer, and Secretary
and Secretary

<FN>
* The principal business address of David A. Kugler is 8377 Cherry Lane,
Laurel, Maryland 20707.
</FN>
</TABLE>

ITEM 30. Location of Accounts and Records

The following entities prepare, maintain and preserve the records
required by Section 31(a) of the 1940 Act for the Registrant. These services
are provided to the Registrant through written agreements between the parties
to the effect that such records will be maintained on behalf of the Registrant
for the periods prescribed by the rules and regulations of the Commission
under the 1940 Act and that such records are the property of the entity
required to maintain and preserve such records and will be surrendered
promptly on request:

(1) Monument Advisors, Ltd.
8377 Cherry Lane
Laurel, Maryland 20707

(2) Monument Distributors, Inc.
8377 Cherry Lane
Laurel, Maryland 20707

(3) Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105

(4) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

<PAGE>

ITEM 31. Management Services

Not Applicable.

ITEM 32. Undertakings

(a) Not applicable.

(b) Registrant hereby undertakes to file a post-effective amendment,
using financial statements which need not be certified, within four
to six months from the effective date of this Registration
Statement.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Laurel and Maryland on the 30th day of April, 1997.

MONUMENT SERIES FUND, INC.

BY:/s/DAVID A. KUGLER
------------------
David A. Kugler
President
MONUMENT SERIES FUND, INC.

ATTEST:/s/WESLEY A. WILSON
-------------------
Wesley A. Wilson
Assistant Secretary
MONUMENT SERIES FUND, INC.

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.

<TABLE>
<CAPTION>
(SIGNATURE) (TITLE) (DATE)

<S> <C> <C>
/s/DAVID A. KUGLER Director, President (Principal April 30, 1997
------------------ Executive Officer) and
David A. Kugler Treasurer (Principal
Financial Officer and
Principal Accounting Officer)
</TABLE>

<PAGE>

<TABLE>
EXHIBIT INDEX
<S> <C>
(1) Articles of Incorporation of Monument Series Fund, Inc.

(2) Bylaws of Monument Series Fund, Inc.

(5) Form of Investment Advisory Agreement by and between Monument Series
Fund, Inc. and Monument Advisors, Ltd.

(6) Form of Distribution Agreement by and between Monument Series Fund,
Inc. and Monument Distributors

(8) Form of Custody and Investment Accounting Agreement by and between
Monument Series Fund, Inc. and Investors Fiduciary Trust Company

(9)(a) Form of Transfer Agent Agreement by and between Monument Series Fund,
Inc. and State Street Bank and Trust Company

(9)(b) Form of Administration Agreement by and between Monument Series Fund.,
Inc. and State Street Bank and Trust Company

(9)(c) Form of Shareholder Services Agreement by and between Monument Series
Fund, Inc. and Monument Shareholder Services, Inc.

(13) Form of Subscription Agreement

(15) Form of Plan of Distribution Pursuant to Rule 12b-1
</TABLE>

EXHIBIT 1

ARTICLES OF INCORPORATION

MONUMENT SERIES FUND, INC.

FIRST: The undersigned, David A. Kugler, whose address is 8377 Cherry Lane,
Laurel, Maryland 20707, being at least eighteen (18) years of age does hereby
file these Articles of Incorporation forming a corporation under the general
laws of the State of Maryland, as set forth below.

SECOND: The name of the corporation ("Corporation") is:

Monument Series Fund, Inc.

THIRD: The purposes for which the Corporation is formed are as follows:

(A) To operate as and carry on the business of an investment company,
and exercise all the powers necessary and appropriate to the conduct
of such operations.

(B) In general, to carry on any other business in connection with or
incidental to the foregoing purpose, to have and exercise all the
powers conferred upon corporations by the laws of the State of
Maryland as in force from time to time, to do everything necessary,
suitable, or proper for the attainment of any object or the
furtherance of any power not inconsistent with Maryland law, either
alone or in association with others, and to take any action
incidental or appurtenant to or growing out of or connected with the
Corporation's business or purposes, objects, or powers.

(C) To conduct and carry on its business, or any part thereof, to have
one or more offices, and to exercise any or all of its corporate
powers and rights, in the State of Maryland, in other states,
territories, districts, colonies, and dependencies of the United
States, and in any or all foreign countries.

The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Corporation, within the
fullest extent of the law.

FOURTH: The address of the principal office of the Corporation in the State of
Maryland is: Monument Series Fund, Inc., 8377 Cherry Lane, Laurel, Maryland
20707. The name and address of the resident agent of the Corporation in the
State of Maryland is David A. Kugler, 8377 Cherry Lane, Laurel, Maryland
20707. The resident agent resides in, and is a citizen of, the State of
Maryland.

<PAGE>

FIFTH: CAPITAL STOCK.

(A) GENERAL. The total number of shares of stock which the Corporation,
by resolution or resolutions of the Board of Directors, shall have
authority to issue is Two Billion (2,000,000,000) shares, par value
One-Tenth of One Cent ($0.001) per share, such shares having an
aggregate par value of Two Million Dollars ($2,000,000). All such
shares are herein classified as "Common Stock," subject, however, to
the authority hereinafter granted to the Board of Directors to
classify or reclassify any such shares, to increase or decrease the
aggregate number of shares of stock or the number of shares of stock
of any series or class within a series ("class") that the
Corporation has authority to issue, and to authorize that all such
shares of stock be issued as shares of one or more series or one or
more classes designated as the Board of Directors may determine.
Five hundred million (500,000,000) shares of Common Stock shall be
divided equally between two series as set forth below:

<TABLE>
<CAPTION>
SERIES NUMBER OF SHARES

<S> <C>
Washington Area Growth Fund 250,000,000
Washington Area Aggressive Growth Fund 250,000,000
</TABLE>

(B) CREATION OF SERIES OR CLASSES. The balance of shares of stock now or
hereafter authorized but unissued may be issued as Common Stock, in
one or more new series or one or more new classes, each consisting
of such number of shares and having such designations, powers,
preferences, rights, qualifications, limitations, and restrictions,
including variations between different series or classes as to
purchase price, terms and manner of redemption, special and relative
rights as to dividends and on liquidation, conversion rights and
conditions of separate voting rights, as shall be fixed and deter
mined from time to time by resolution or resolutions providing for
the issuance of such shares adopted by the Board of Directors, to
whom authority so to fix and determine the same is hereby expressly
granted.

(C) DIVIDENDS AND DISTRIBUTIONS. Without limiting the generality of the
foregoing, the dividends and distributions of investment income and
capital gains with respect to Common Stock and any series or class
that may hereafter be created shall be in such amount as may be
declared from time to time by the Board of Directors, and such
dividends and distributions may vary from series to series or class
to class to such extent and for such purposes as the Board of
Directors may deem appropriate, including, but not limited to, the
purpose of complying with any requirements of regulatory or
legislative authorities.

(D) CLASSIFICATION. The Board of Directors is hereby expressly granted
authority to (1) classify or reclassify any unissued stock (whether
now or hereafter authorized) from time to time by setting or
changing the preferences, conversion, or other rights, voting
powers, restrictions, limitations as to dividends, qualifications,
valuation, or terms or conditions of redemption of such shares of
stock, and (2) pursuant to such classification or reclassification,
to increase or decrease the number of authorized shares of any
series or class, but the number of shares of any series or class
shall not be decreased by the

<PAGE>

Board of Directors below the number of shares thereof then
outstanding, or increased above the number of shares then
authorized; provided however, that nothing herein shall prohibit the
Board of Directors from increasing or decreasing the aggregate
number of shares of stock or the number of shares of stock of any
series or class that the Corporation has authority to issue.

(E) PROVISIONS FOR SERIES AND CLASSES. In addition to other provisions
of these Articles, the following provisions are applicable regarding
any series or class of shares of stock of the Corporation
established and designated by paragraph (A) of this Article FIFTH
and shall be applicable if the Board of Directors shall establish
and designate additional series or classes as provided in that
paragraph:

(i) CLASSIFICATION. The Board of Directors may classify or
reclassify any unissued shares, or any shares previously
issued and reacquired, of any series or class into one or more
series or classes that may be established and designated from
time to time. With respect to any shares of any series or
class reacquired by the Corporation from time to time, the
Corporation may cancel such shares, hold such shares as
treasury shares (of the same or some other series or class),
or reissue such shares for such consideration not less than
the greater of the par value and the net asset value per share
(as described in paragraph (A)(ii) of Article SEVENTH hereof)
and on such terms as they may determine.

(ii) ASSETS BELONGING TO A SERIES OR CLASS. All consideration
received by the Corporation for the issue or sale of shares of
a particular series or class, together with all assets in
which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange, or liquidation of
such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may
be, shall irrevocably belong to that series or class for all
purposes, subject only to the rights of creditors, and shall
be so recorded upon the books of account of the Corporation.
In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are
not readily identifiable as belonging to any particular series
or class, the Board of Directors shall allocate them among any
one or more of the series or classes established and
designated from time to time in such manner and on such basis
as they, in their sole discretion, deem fair and equitable.
Each such allocation by the Board of Directors shall be
conclusive and binding upon the shareholders of all series and
classes for all purposes.

(iii) LIABILITIES BELONGING TO A SERIES OR CLASS. The assets
belonging to each particular series or class shall be charged
with the liabilities of the Corporation in respect of that
series or class and all expenses, costs, charges, and reserves
attributable to that series or class, and any general
liabilities, expenses, costs, charges, and reserves of the
Corporation that are not readily identifiable as belonging to
any particular series or class shall be allocated, and charged
by the Board of Directors, to and among any one or more of the
series or classes established and designated from time to time
in such manner and on such basis as the Board of Directors in
its sole discretion deem fair and equitable. Each allocation
of liabilities, expenses, costs, charges, and reserves by the
Board of

<PAGE>

Directors shall be conclusive and binding upon the holders of
shares of all series and classes for all purposes.

(iv) DIVIDENDS AND DISTRIBUTIONS. The power of the Corporation to
pay dividends and make distributions shall be governed by
paragraph (C) of this Article FIFTH with respect to any one or
more series or classes which represent interests in separately
managed components of the Corporation's assets. Dividends and
distributions on shares of a particular series or class may be
paid with such frequency as the Board of Directors may
determine, which may be daily or otherwise, pursuant to a
standing resolution or resolutions adopted only once or with
such frequency as the Board of Directors may determine. Such
dividends and distributions may be paid to the holders of
shares of a particular series or class, from such of the
income and capital gains, accrued or realized, attributable to
the assets belonging to that series or class, as the Board of
Directors may determine, after providing for actual and
accrued liabilities belonging to that series or class. All
dividends and distributions on shares of a particular series
or class shall be distributed pro rata to the holders of that
series or class in proportion to the number of shares of that
series or class held by such holders at the date and time of
record established for the payment of such dividends or
distributions. Notwithstanding the provisions of this Article
FIFTH, the Board of Directors may declare and distribute a
stock dividend to holders of shares of any series or class of
shares by the distribution of shares of another series or
class.

(v) EQUALITY. Subject to the provisions of this Article FIFTH, all
shares of all series or classes shall have identical rights
and privileges, except insofar as variations thereof among
series or classes shall have been determined and fixed by the
Board of Directors. Each share of any series or class shall
represent an equal proportionate share in the assets of that
series or class with each other share of that series or class.
The Board of Directors may divide or combine the shares of any
series or class into a greater or lesser number of shares of
the series or class without thereby changing the proportionate
interests of the holders of such shares in the assets of that
series or class.

(vi) CONVERSION OR EXCHANGE RIGHTS. Subject to compliance with the
requirements of the Investment Company Act of 1940, including
any amendment thereto ("1940 Act"), the Board of Directors
shall have the authority to provide that the holders of shares
of any series or class shall have the right to convert or
exchange said shares for or into shares of one or more other
series or classes in accordance with such requirements and
procedures as may be established by the Board of Directors
from time to time.

(vii) ESTABLISHMENT AND DESIGNATION OF SERIES OR CLASSES. The
establishment and designation of any series or class of shares
in addition to those established and designated in paragraph
(A) of this Article FIFTH shall be effective upon the
execution of the appropriate instruments and the proper filing
thereof in accordance with the Maryland General Corporation
Law, including any amendment thereto ("Maryland Law"), setting
forth such establishment and designation and the relative
rights, preferences, voting powers, restrictions, limitations
as to dividends, qualifications, valuation, and terms and
conditions of

<PAGE>

redemption of such series or class or as otherwise provided in
such instruments. At any time that there are no shares
outstanding or subscribed for any particular series or class
previously established and designated, the Board of Directors
may by a similar procedure abolish that series or class and
the establishment and designation thereof.

(viii)LIQUIDATION. In the event of the liquidation of a particular
series or class, the shareholders of the series or class that
has been established and designated and that is being
liquidated shall be entitled to receive, when and as declared
by the Board of Directors, the excess of the assets belonging
to that series or class over the liabilities belonging to that
series or class. The holders of shares of any series or class
shall not be entitled thereby to any distribution upon
liquidation of any other series or class. The assets that may
be distributed to the shareholders of any series or class
shall be distributed among such shareholders in proportion to
the number of shares of that series or class held by each such
shareholder and re corded on the books of the Corporation. The
liquidation of any particular series or class in which there
are shares then outstanding may be authorized by an instrument
in writing signed by a majority of the Directors then in
office, subject to the affirmative vote of "a majority of the
outstanding voting securities" of that series or class, as the
quoted phrase is defined in the 1940 Act.

(ix) VOTING. Each share of each series or class shall have equal
voting rights with every other share of every other series or
class, and all shares of all series or classes shall vote as a
single group except where a separate vote of any series or
class is required by the 1940 Act, Maryland Law, these
Articles of Incorporation, the By-Laws of the Corporation, or
as the Board of Directors may determine in its sole
discretion. Where a separate vote is required with respect to
one or more series or classes, then the shares of all other
series or classes shall vote as a single series or class,
provided that, as to any matter which does not affect the
interest of a particular series or class, only the holders of
shares of the one or more affected series or classes shall be
entitled to vote.

SIXTH: NUMBER OF DIRECTORS. The number of Directors of the Corporation shall
be 3, or such other number as may from time to time be fixed by the By-Laws of
the Corporation, or pursuant to authorization contained in such By-Laws, but
the number of Directors shall never be less than (i) three (3) or (ii) the
number of shareholders of the Corporation, whichever is less. David A. Kugler
shall serve as the Corporation's initial Director until the first meeting of
shareholders and until his successor is duly chosen and qualified.

SEVENTH: REGULATION OF THE POWERS OF THE CORPORATION AND ITS DIRECTORS AND
SHAREHOLDERS.

(A) ISSUANCE AND SALE OF THE CORPORATION'S SHARES.

(i) GENERAL. All corporate powers and authority of the Corporation
(except as otherwise provided by statute, by these Articles of
Incorporation, or by the By-Laws of the Corporation) shall be
vested in and exercised by the Board of

<PAGE>

Directors. The Board of Directors shall have the power to
determine or cause to be determined the nature, quality,
character, and composition of the portfolio of securities and
investments of each series or class of the Corporation, but
the fore going shall not limit the ability of the Board of
Directors to delegate such power to a Committee of the Board
of Directors or to an officer of the Corporation, or to enter
into an investment advisory or management contract as
described in paragraph (E)(v) of this Article SEVENTH. The
Board of Directors may from time to time issue and sell or
cause to be issued and sold any of the Corporation's
authorized shares, including any additional shares which it
hereafter authorizes and any shares redeemed or repurchased by
the Corporation, except that only shares previously contracted
to be sold may be issued during any period when the
determination of net asset value is suspended pursuant to the
provisions of paragraph (C)(iii) of this Article SEVENTH. All
such authorized shares, when issued in accordance with the
terms of this paragraph (A) shall be fully paid and
nonassessable. No holder of any shares of the Corporation
shall be entitled, by reason of holding or owning such shares,
to any prior, preemptive, or other right to subscribe to,
purchase, or otherwise acquire any additional shares of the
Corporation subsequently issued for cash or other
consideration or by way of a dividend or otherwise, and any or
all of such shares of the Corporation, whether now or
hereafter authorized or created, may be issued, reissued, or
transferred, if the same have been reacquired and have
treasury status, to such persons, firms, corporations, and
associations, and for such lawful consideration, and on such
terms as the Board of Directors in its discretion may
determine, without first offering the same, or any portion
thereof, to any said holder. Voting power in the election of
Directors and for all other purposes shall be vested
exclusively in the holders of the Corporation's authorized and
issued shares.

(ii) PRICE. No shares of the Corporation shall be issued or sold by
the Corporation, except as a stock dividend distributed to
shareholders, for less than an amount which would result in
proceeds to the Corporation, before taxes payable by the
Corporation in connection with such transaction, of at least
the net asset value per share determined as set forth in
paragraph (C) of this Article SEVENTH as of such time as the
Board of Directors shall have by resolution theretofore
prescribed. In the absence of a resolution of the Board of
Directors applicable to the transaction, such net asset value
shall be that next determined after receipt of an
unconditional purchase order.

(iii) ON MERGER OR CONSOLIDATION. The Board of Directors, in its
sole discretion, may permit shares of the Corporation to be
issued for stock or assets of any kind. In this regard, in
connection with the acquisition of any assets or stock of
another person (as such term is defined in Section 2(a)(28) of
the 1940 Act), the Board of Directors may issue or cause to be
issued shares of the Corporation and accept in payment
therefor, in lieu of cash, such assets at their fair market
value, or such stock at the fair market value of the assets
held by such person, either with or without adjustment for
contingent costs or liabilities, provided that the funds of
the Corporation are permitted by law to be invested in such
assets or stock.

<PAGE>

(iv) FRACTIONAL SHARES. The Board of Directors may issue and sell
fractions of shares having pro rata all the rights of full
shares, including, without limitation, the right to vote and
to receive dividends.

(B) REDEMPTION AND REPURCHASE OF THE CORPORATION'S SHARES.

(i) REDEMPTION OF SHARES. The Corporation shall redeem its shares,
subject to the conditions and at the price determined as
hereinafter set forth, upon proper application of the record
holder thereof at such office or agency as may be designated
from time to time for that purpose by the Board of Directors.
Any such application must be accompanied by the certificate or
certificates, if any, evidencing such shares, duly endorsed or
accompanied by a proper instrument or transfer. The Board of
Directors shall have the power to determine or to delegate to
the proper officers of the Corporation the power to determine
from time to time the form and the other accompanying
documents which shall be necessary to constitute a proper
application for redemption. The Board of Directors may by
resolution order the redemption from time to time of shares of
stock of the Corporation, as permitted by law, subject to such
terms and conditions as the Board of Directors may, in its
sole discretion, determine to be appropriate and desirable.

(ii) PRICE. Such shares shall be redeemed at their net asset value
determined as set forth in paragraph (C) of this Article
SEVENTH as of such time as the Board of Directors shall have
theretofore prescribed by resolution. In the absence of such
resolution, the redemption price of shares deposited shall be
the net asset value of such shares next determined as set
forth in paragraph (C) of this Article SEVENTH after receipt
of such application.

(iii) PAYMENT. Payment for such shares shall be made to the
shareholder of record within seven (7) days after the date
upon which proper application is received, or such other time
period of greater or lesser duration as permitted by
applicable law, subject to the provisions of paragraph (B)(iv)
of this Article SEVENTH. Such payment shall be made in cash or
other assets of the Corporation or both, as the Board of
Directors shall prescribe.

(iv) EFFECT OF SUSPENSION OF DETERMINATION OF NET ASSET VALUE. If,
pursuant to paragraph (C)(iii) of this Article SEVENTH, the
Board of Directors shall declare a suspension of the
determination of net asset value, the rights of shareholders
(including those who shall have applied for redemption
pursuant to paragraph (B)(i) of this Article SEVENTH but who
shall not yet have received payment) to have shares redeemed
and paid for by the Corporation shall be suspended until the
termination of such suspension is declared. Any record holder
whose redemption right is so suspended may, during the period
of such suspension, by appropriate written notice of
revocation to the office or agency where application was made,
revoke his application and withdraw any share certificates
which accompanied such application. The redemption price of
shares for which redemption applications have not been revoked
shall be the net asset value of such shares next determined as
set forth in paragraph (C) of this Article SEVENTH after the
termination of such suspension, and payment shall be made
within seven (7) days

<PAGE>

after the date upon which the proper application was made plus
the period after such application during which the
determination of net asset value was suspended.

(v) REPURCHASE BY AGREEMENT. The Corporation may repurchase shares
of the Corporation directly, or through its principal
underwriter or other agent designated for the purpose, by
agreement with the owner thereof, at a price not exceeding the
net asset value per share determined as of the time when the
purchase or contract of purchase is made or the net asset
value as of any time which may be later determined pursuant to
paragraph (C) of this Article SEVENTH, provided payment is not
made for the shares prior to the time as of which such net
asset value is determined.

(i) BY WHOM DETERMINED. The Board of Directors shall have the
power and duty to determine the method and time for computing
the net asset value per share of the outstanding shares of the
Corporation and of any such series or class of the
Corporation. It may delegate such power and duty to one or
more of the Directors and officers of the Corporation, to the
custodian or depository of the Corporation's assets, or to
another agent of the Corporation appointed for such purpose.
Any determination made pursuant to this section by the Board
of Directors, or its delegate, shall be binding on all parties
concerned.

(ii) WHEN DETERMINED. The net asset value shall be determined at
such times as the Board of Directors shall prescribe by
resolution, provided that such net asset value shall be
determined at least once each week as of the close of business
on a day the New York Stock Exchange is open for trading and
the Corporation is open for business ("business day"). In the
absence of a resolution of the Board of Directors, the net
asset value shall be determined as of the close of regular
trading on the New York Stock Exchange on each business day.

(iii) SUSPENSION OF DETERMINATION OF NET ASSET VALUE. The Board of
Directors may declare a suspension of the determination of net
asset value for the whole or any part of any period (a) during
which the New York Stock Exchange is closed other than
customary weekend and holiday closings, (b) during which
trading on the New York Stock Exchange is restricted, (c)
during which an emergency exists as a result of which disposal
by the Corporation of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the
Corporation fairly to determine the value of its net assets,
or (d) during which a governmental body having jurisdiction
over the Corporation may by order permit for the protection of
the security holders of the Corporation. Such suspension shall
take effect at such time as the Board of Directors shall
specify, which shall not be later than the close of business
on the business day next following the declaration, and
thereafter there shall be no determination of net asset value
until the Board of Directors shall declare the suspension at
an end, except that the suspension shall terminate in any
event on the first day on which (1) the condition giving rise
to the suspension shall have ceased to exist and (2) no other
condition exists under which suspension is authorized under
this paragraph (C)(iii) of Article SEVENTH.

<PAGE>

Each declaration by the Board of Directors pursuant to this
paragraph (C)(iii) of Article SEVENTH shall be consistent with such
official rules and regulations, if any, relating to the subject
matter thereof as shall have been promulgated by the Securities and
Exchange Commission or any other governmental body having
jurisdiction over the Corporation and as shall be in effect at the
time. To the extent not inconsistent with such official rules and
regulations, the determination of the Board of Directors shall be
conclusive.

(iv) COMPUTATION OF NET ASSET VALUE.

(a) NET ASSET VALUE PER SHARE. The net asset value of each
share of each series or class or, where applicable, of
the Corporation, as of any particular time shall be the
quotient obtained by dividing the value of the net
assets of such series or class or, where applicable, of
the Corporation, by the total number of shares of the
series or class or, where applicable, the Corporation,
outstanding. Notwithstanding the above, the Board of
Directors may determine to maintain the net asset value
per share of any series or class at a designated
constant dollar amount and in connection therewith may
adopt procedures not inconsistent with the 1940 Act for
the continuing declarations of income attributable to
that series or class as dividends payable in additional
shares of that series or class at the designated
constant dollar amount and for the handling of any
losses attributable to that series or class. Such
procedures may provide that in the event of any loss,
each shareholder shall be deemed to have contributed to
the capital of the Corporation attributable to that
series or class his pro rata portion of the total number
of shares required to be cancelled in order to permit
the net asset value per share of that series or class to
be maintained, after reflecting such loss, at the
designated constant dollar amount. Each shareholder of
the Corporation shall be deemed to have agreed, by his
investment in any series or class with respect to which
the Board of Directors shall have adopted any such
procedure, to make the contribution referred to in the
preceding sentence in the event of any such loss.

(b) NET ASSET VALUE OF SERIES OR CLASS. The value of the net
assets of any series or class or, where applicable, of
the Corporation, as of any particular time shall be the
value of the assets of the series or class or, where
applicable, the Corporation, less its liabilities,
determined and computed as prescribed by the Board of
Directors.

(D) COMPLIANCE WITH 1940 ACT. Notwithstanding any of the foregoing
provisions of this Article SEVENTH, the Board of Directors may
prescribe, in its absolute discretion, such other bases and times
for determining the per share net asset value of the shares of any
series or class or, where applicable, of the Corporation, as it
shall deem necessary or desirable to enable the Corporation to
comply with any provision of the 1940 Act, or any rule, release,
order or regulation thereunder, including any rule or regulation
adopted by any securities association registered under the
Securities Exchange Act of 1934, all as in effect now or as
hereafter amended or added, or any decision of a court of competent

<PAGE>

jurisdiction, notwithstanding that any of the foregoing shall later
be found to be invalid or otherwise reversed or modified by any of
the foregoing.

(E) MISCELLANEOUS.

(i) COMPENSATION OF DIRECTORS. The Board of Directors shall have
power from time to time to authorize payment of compensation
to the Directors for services to the Corporation, including
fees for attendance at meetings of the Board of Directors and
of committees of the Board of Directors.

(ii) INSPECTION OF CORPORATION'S BOOKS. The Board of Directors
shall have power from time to time to determine whether and to
what extent, and at what times and places, and under what
conditions and regulations the accounts and books of the
Corporation (other than the stock ledger) or any of them shall
be open to the inspection of shareholders; and no shareholder
shall have any right to inspect any account, book, or document
of the Corporation except as at the time and to the extent
required by applicable law, unless authorized by a resolution
of the shareholders or the Board of Directors.

(iii) RESERVATION OF RIGHT TO AMEND. The Corporation reserves the
right to make any amendment of its charter, now or hereafter
authorized by law, including any amendment which alters the
contract rights, as expressly set forth in its charter, of any
outstanding stock, and all rights herein conferred upon
shareholders are granted subject to such reservation. The
Board of Directors shall have the power to adopt, alter, or
repeal the By-Laws of the Corporation, except to the extent
that the By-Laws otherwise provide, or as otherwise provided
by applicable law.

(iv) DETERMINATION OF NET PROFITS, DIVIDENDS, ETC. The Board of
Directors is expressly authorized to determine, in accordance
with generally accepted accounting principles and practices,
what constitutes net profits, earnings, surplus, or net assets
in excess of capital, and to determine what accounting
periods, whether daily, annual, or any other period, shall be
used by any series or class or, where applicable, the
Corporation, for any purpose; to set apart out of any funds of
any series or class or, where applicable, the Corporation,
such reserves for such purposes as it shall determine and to
abolish the same; to declare and pay dividends and
distributions in cash, securities, or other property from
surplus or any funds legally available therefor, in such
amounts and at such intervals (which may be as frequently as
daily) or on such other periodic basis, as it shall determine;
to declare such dividends or distributions by means of a
formula or other method of determination, at meetings held
less frequently than the frequency of the effectiveness of
such declarations; to establish payment dates for dividends or
any other distributions on any basis, including dates
occurring less frequently than the effectiveness of the
declaration thereof; and to provide for the payment of
declared dividends on a date earlier than the specified
payment date in the case of shareholders of the Corporation
redeeming their entire ownership of shares of the Corporation.

<PAGE>

The Corporation and each of its series intends to qualify as a
"regulated investment company" under the Internal Revenue Code of
1986, or any successor or comparable statute thereto, and
regulations promulgated thereunder. Inasmuch as the computation of
net income and gains for Federal income tax purposes may vary from
the computation thereof on the books of the Corporation, the Board
of Directors shall have the power, in its sole discretion, to
distribute in any fiscal year as dividends, including dividends
designated in whole or in part as capital gains distributions,
amounts sufficient, in the opinion of the Board of Directors, to
enable the Corporation and each of its series to qualify as a
regulated investment company and to avoid liability of the
Corporation and each of its series for Federal income tax in respect
of that year. However, nothing in the foregoing shall limit the
authority of the Board of Directors to make distributions greater
than or less than the amount necessary to qualify as a regulated
investment company and to avoid liability of the Corporation and
each of its series for such tax.

(v) CONTRACTS. The Board of Directors may in its discretion from
time to time enter into an underwriting contract or contracts
providing for the sale of the shares of Common Stock of the
Corporation to net the Corporation not less than the amount
provided for in paragraph (A)(ii) of this Article SEVENTH,
whereby the Corporation may either agree to sell the shares to
the other party to the contract or appoint such other party
its sales agent for such shares (such other party being herein
sometimes called the "underwriter"), and in either case, on
such terms and conditions as may be prescribed in the By-Laws,
if any, and such further terms and conditions as the Board of
Directors may in its discretion determine is not inconsistent
with the provisions of this Article SEVENTH or of the By-Laws;
and such contract may also provide for the repurchase of
shares of the Corporation by such other party as agent of the
Corporation.

The Board of Directors may in its discretion from time to time enter
into an investment advisory or management contract whereby the other
party to such contract shall undertake to furnish to a series or
class or, where applicable, the Corporation, such management,
investment advisory, statistical and research facilities and
services, and such other facilities and services, if any, and all
upon such terms and conditions, as the Board of Directors may in its
discretion determine.

Any contract of the character described in the paragraphs above or
for services as custodian, transfer agent, or disbursing agent or
related services, or any other type of contract or transaction, may
be entered into with any corporation, firm, trust, or association,
although one or more of the Directors or officers of the Corporation
may be an officer, director, trustee, shareholder, or member of such
other party, or may have a material financial interest in the
contract or transaction, and no such contract or transaction shall
be invalidated or rendered voidable by reason of the existence of
any such relationship or interest, nor shall any person holding such
relationship or interest be liable merely by reason of such
relationship or interest for any loss or expense to the Corporation
under or by reason of said contract or transaction, or be
accountable for any profit realized directly or indirectly
therefrom, provided that such relationship or interest is disclosed
or otherwise

<PAGE>

known to the Board of Directors, and the Board of Directors
authorizes, approves or ratifies the contract or transaction by the
affirmative vote of the majority of the disinterested Directors,
except as otherwise provided by applicable law.

Any contract entered into pursuant to the first two paragraphs of
this paragraph (E)(v) of Article SEVENTH shall be consistent with
and subject to the requirements of Section 15 of the 1940 Act with
respect to its continuance in effect, its termination, and the
method of authorization and approval of such contract or renewal
thereof.

(vi) SHAREHOLDER VOTING. On each matter submitted to a vote of the
shareholders, each holder of a share shall be entitled to one
vote for each whole share and to a proportionate fractional
vote for each fractional share standing in his name on the
books of the Corporation, except as otherwise provided in
paragraph (E)(ix) of Article FIFTH. Notwithstanding any
provision of Maryland Law requiring a greater proportion than
a majority of the votes of all series or classes, or of any
series or class, of stock entitled to be cast to take or
authorize any action, such action may, subject to other
applicable provisions of law, these Articles of Incorporation,
and the By-Laws of the Corporation, be taken or authorized
upon the concurrence of a majority of the aggregate number of
the votes entitled to be cast thereon.

Except as otherwise provided by law, the presence in person or by
proxy of the holders of record of one-third of the shares of stock
of any series or class issued and outstanding and entitled to vote
thereon shall constitute a quorum for the transaction of any
business at all meetings of the shareholders, except with respect to
any matter which by law or these Articles of Incorporation requires
the separate approval of one or more series or classes, in which
case the holders of one-third of the shares of stock of each such
series or class entitled to a separate vote on the matter shall
constitute a quorum.

(vii) CERTIFICATES. The Board of Directors of the Corporation may by
resolution authorize the issuance of some or all of the shares
of any series or classes of the Corporation's Common Stock
without certificates.

(viii)INDEMNIFICATION AND LIMITATION OF LIABILITY. To the fullest
extent permitted by Maryland and Federal law, as amended or
interpreted, no Director or officer of the Corporation shall
be personally liable to the Corporation or the holders of
shares of its series or classes for money damages and each
Director and officer shall be indemnified (including any
advancement of expenses) by the Corporation; provided,
however, that nothing herein shall be deemed to protect or
purport to protect any Director or officer of the Corporation
against any liability to the Corporation or the holders of
shares of its series or classes to which such Director or
officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his or her
office.

<PAGE>

This limitation on liability applies to events occurring at the time
a person serves as a director or officer of the Corporation whether
or not such person is a director or officer at the time of any
proceeding in which liability is asserted.

EIGHTH: References in these Articles to the 1940 Act shall mean the published
statute, the rules thereunder, and, where applicable, published cases and
interpretative letters of the Securities and Exchange Commission.

-----------------------------

IN WITNESS WHEREOF, the undersigned incorporator of Monument Series Fund,
Inc., who executed the foregoing Articles of Incorporation, hereby
acknowledges the same to be his act on this third day of April, 1997.

/s/DAVID A. KUGLER
-------------------
David A. Kugler

EXHIBIT 2

BY-LAWS

MONUMENT SERIES FUND, INC.

<PAGE>

<TABLE>
TABLE OF CONTENTS

<CAPTION>
Page
<S> <C>
ARTICLE I. NAME OF CORPORATION, LOCATION OF OFFICES, AND SEAL.................. 1

Section 1.01. Name......................................................... 1
Section 1.02. Principal Office............................................. 1
Section 1.03. Seal......................................................... 1

ARTICLE II. SHAREHOLDERS....................................................... 1

Section 2.01. Annual Meetings.............................................. 1
Section 2.02. Special Meetings............................................. 2
Section 2.03. Place of Meetings............................................ 2
Section 2.04. Notice of Meetings........................................... 2
Section 2.05. Shareholder Conference Communications........................ 2
Section 2.06. Voting In General............................................ 2
Section 2.07. Voting Shareholders Entitled to Vote......................... 3
Section 2.08. Voting Proxies.............................................. 3
Section 2.09. Quorum....................................................... 3
Section 2.10. Absence of Quorum............................................ 3
Section 2.11. Stock Ledger and List of Shareholders........................ 3
Section 2.12. Informal Action By Shareholders.............................. 4

ARTICLE III. BOARD OF DIRECTORS................................................ 4

Section 3.01. Number and Term of Office.................................... 4
Section 3.02. Qualification of Directors................................... 4
Section 3.03. Election of Directors........................................ 5
Section 3.04. Removal of Directors......................................... 5
Section 3.05. Vacancies and Newly Created Directorships.................... 5
Section 3.06. General Powers............................................... 5
Section 3.07. Power to Issue and Sell Stock................................ 6
Section 3.08. Power to Declare Dividends................................... 6
Section 3.09. Corporation's Option to Redeem Shares........................ 6
Section 3.10. Borrowing.................................................... 7
Section 3.11. Annual and Regular Meetings.................................. 7
Section 3.12. Special Meetings............................................. 7
Section 3.13. Notice....................................................... 7
Section 3.14. Waiver of Notice............................................. 7
Section 3.15. Quorum and Voting............................................ 8
Section 3.16. Director Conference Communications........................... 8
Section 3.17. Compensation................................................. 8
Section 3.18. Action Without a Meeting..................................... 8

ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES........................... 8

Section 4.01. How Constituted.............................................. 8
Section 4.02. Powers of the Executive Committee............................ 8
Section 4.03. Other Committees of the Board of Directors................... 9
Section 4.04. Proceedings, Quorum, and Manner of Acting.................... 9
Section 4.05. Other Committees............................................. 9

ARTICLE V. OFFICERS............................................................ 9

Section 5.01. General...................................................... 9
Section 5.02. Election, Term of Office, and Qualifications................. 9
Section 5.03. Resignation.................................................. 10
Section 5.04. Removal...................................................... 10
Section 5.05. Vacancies and Newly Created Offices.......................... 10
Section 5.06. Chairman of the Board........................................ 10
Section 5.07. President.................................................... 10
Section 5.08. Vice President............................................... 10
Section 5.09. Treasurer and Assistant Treasurers........................... 11
Section 5.10. Secretary and Assistant Secretaries.......................... 11
Section 5.11. Subordinate Officers......................................... 12
Section 5.12. Remuneration................................................. 12

ARTICLE VI. CUSTODY OF SECURITIES AND CASH..................................... 12

Section 6.01. Employment of a Custodian.................................... 12
Section 6.02. Central Certificate Service.................................. 12
Section 6.03. Cash Assets.................................................. 12
Section 6.04. Free Cash Accounts........................................... 13

<PAGE>

ARTICLE VII. EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES.................... 13

Section 7.01. Execution of Instruments..................................... 13
Section 7.02. Voting of Securities......................................... 13

ARTICLE VIII. CAPITAL STOCK.................................................... 13

Section 8.01. Certificate of Stock......................................... 13
Section 8.02. Transfer of Capital Stock.................................... 14
Section 8.03. Transfer Agents and Registrars............................... 14
Section 8.04. Transfer Restrictions........................................ 14
Section 8.05. Fixing of Record Date........................................ 14
Section 8.06. Lost, Stolen, or Destroyed Certificates..................... 15

ARTICLE IX. FISCAL YEAR, ACCOUNTANT............................................ 16

Section 9.01. Fiscal Year.................................................. 16
Section 9.02. Accountant................................................... 16

ARTICLE X. INDEMNIFICATION, ADVANCE PAYMENT OF EXPENSES, AND
INSURANCE....................................................................... 16

Section 10.01. Indemnification Generally................................... 16
Section 10.02. Limitations on Indemnification.............................. 17
Section 10.03. Authorization of Indemnification............................ 17
Section 10.04. Advance Payment of Expenses................................. 18
Section 10.05. Non-Exclusivity of Indemnification.......................... 18
Section 10.06. Report of Indemnification to Shareholders................... 18
Section 10.07. Insurance of Officers, Directors, Employees, and Agents..... 18

ARTICLE XI. AMENDMENTS......................................................... 18

Section 11.01. General..................................................... 18
Section 11.02. By Shareholders Only........................................ 19
</TABLE>

<PAGE>

MONUMENT SERIES FUND, INC.
(A Maryland Corporation)

BY-LAWS

ARTICLE I. NAME OF CORPORATION,
LOCATION OF OFFICES, AND SEAL

Section 1.01. NAME: The name of the Corporation is Monument Series Fund,
Inc.

Section 1.02. PRINCIPAL OFFICE: The principal office of the Corporation
in the State of Maryland shall be located at 8377 Cherry Lane, Laurel,
Maryland 20707, %David A. Kugler. The Corporation may, in addition, establish
and maintain such other offices and places of business, within or outside the
State of Maryland, as the Board of Directors may from time to time determine.
[MGCL, Sections 2-103(4), 2-108(a)(1)] (1)

Section 1.03. SEAL: The corporate seal of the Corporation shall be
circular in form, and shall bear the name of the Corporation, the year of its
incorporation, and the words "Corporate Seal, Maryland." The form of the seal
shall be subject to alteration by the Board of Directors and the seal may be
used by causing it or a facsimile to be impressed or affixed or printed or
otherwise reproduced. In lieu of affixing the corporate seal to any document
it shall be sufficient to meet the requirements of any law, rule, or
regulation relating to a corporate seal to affix the word "(Seal)" adjacent to
the signature of the authorized officer of the Corporation. Any officer or
Director of the Corporation shall have authority to affix the corporate seal
of the Corporation to any document requiring the same. [MGCL, Sections
1-304(b), 2-103(3)]

ARTICLE II. SHAREHOLDERS

Section 2.01. ANNUAL MEETINGS: The Corporation shall not be required to
hold an annual meeting of its shareholders in any year in which election of
Directors is not required to be acted upon under the Investment Company Act.
In the event that the Investment Company Act requires the Corporation to hold
a meeting of shareholders to elect Directors, such meeting shall for all
purposes constitute the annual meeting of shareholders for the fiscal year of
the Corporation in which the meeting is held, and shall be held at a date and
time set by the Board of Directors in accordance with the Investment Company
Act, but in no event later than one hundred and twenty (120) days after the
event requiring the meeting. At any such meeting, the shareholders shall elect
Directors to hold the offices of any Directors, as required by applicable law.
Except as the Articles of Incorporation or applicable law provides otherwise,
Directors may transact any business within the powers of the Corporation as
may properly come before the meeting. Any business of the Corporation may be
transacted at the annual meeting without being specially designated in the
notice, except such business as is specifically required by

- - - --------
(1) Bracketed citations are to the State of Maryland General Corporation Law
("MGCL") or to the United States Investment Company Act of 1940, as
amended (the "Investment Company Act"), or to Rules of the United States
Securities and Exchange Commission thereunder ("ICA Rules"). The citations
are inserted for reference only and do not constitute a part of the
By-Laws.

<PAGE>

applicable law to be stated in the notice. The use of the term "annual
meeting" in these By-Laws shall not be construed as implying a requirement
that a shareholder's meeting be held annually. [MGCL, Section 2-501]

Section 2.02. SPECIAL MEETINGS: Special meetings of the shareholders may
be called at any time by the Chairman of the Board, if there be such an
officer, the President, any Vice President, or by the Board of Directors.
Special meetings of the shareholders also shall be called by the Secretary on
the written request of shareholders entitled to cast at least ten (10) percent
of all the votes entitled to be cast at such meeting, PROVIDED that (a) such
request shall state the purpose or purposes of the meeting and the matters
proposed to be acted on, and (b) the shareholders requesting the meeting shall
have paid to the Corporation the reasonably estimated cost of preparing and
mailing the notice thereof, which the Secretary shall determine and specify to
such shareholders. Unless requested by shareholders entitled to cast a
majority of all the votes entitled to be cast at the meeting, a special
meeting need not be called to consider any matter which is substantially the
same as a matter voted upon at any annual or special meeting of the
shareholders held during the preceding twelve (12) months. [MGCL, Section
2-502]

Section 2.03. PLACE OF MEETINGS: All shareholders' meetings shall be held
at such place within the United States as may be fixed from time to time by
the Board of Directors. [MGCL, Section 2-503]

Section 2.04. NOTICE OF MEETINGS: Not less than ten (10) days, nor more
than ninety (90) days before each shareholders' meeting, the Secretary or an
Assistant Secretary of the Corporation shall give to each shareholder entitled
to vote at the meeting, and each other shareholder entitled to notice of the
meeting, written notice stating (a) the time and place of the meeting, and (b)
the purpose or purposes of the meeting if the meeting is a special meeting or
if notice of the purpose is required by applicable law to be given. Such
notice shall be personally delivered to the shareholder, or left at his (2)
residence or usual place of business, or mailed to him at his address as it
appears on the records of the Corporation. No notice of a shareholders'
meeting need be given to any shareholder who shall sign a written waiver of
such notice, whether before or after the meeting, which is filed with the
records of shareholders' meetings, or to any shareholder who is present at the
meeting in person or by proxy. Notice of adjournment of a shareholders'
meeting to another time or place need not be given if such time and place are
announced at the meeting, unless the adjournment is for more than one hundred
and twenty (120) days after the original record date. [MGCL, Sections 2-504,
2-511(d)]

Section 2.05. SHAREHOLDER CONFERENCE COMMUNICATIONS: Shareholders may
participate in a shareholders' meeting by means of a conference call or
similar communication equipment if all persons participating in the meeting
can hear each other at the same time. Participation by such means shall
constitute presence in person at such meeting, unless otherwise prohibited by
applicable law. [MGCL, Section 2-502.1]

Section 2.06. VOTING IN GENERAL: Except as otherwise specifically
provided in the Articles of Incorporation or these By-Laws, or as required by
provisions of the Investment Company Act or other applicable law, with respect
to the vote of a series or class, if any, of the Corporation, at every
shareholders' meeting, each shareholder shall be entitled to one (1) vote for

- - - --------
(2) For convenience, references to masculine pronouns are intended to include,
as appropriate, the corresponding feminine pronouns.

<PAGE>

each share of stock of the Corporation validly issued and outstanding and held
by such shareholder, except that no shares held by the Corporation shall be
entitled to a vote. Fractional shares shall be entitled to fractional votes.
Except as otherwise specifically provided in the Articles of Incorporation, or
these By-Laws, or as required by provisions of the Investment Company Act or
other applicable law, a majority of all the votes cast at a meeting at which a
quorum is present is sufficient to approve any matter which properly comes
before the meeting. The vote upon any question shall be by ballot whenever
requested by any person entitled to vote, but, unless such a request is made,
voting may be conducted in any way approved by the meeting. [MGCL, Sections
2-214(a)(1), 2-506(a)(2), 2-507(a), 2-509(b)]

Section 2.07. VOTING SHAREHOLDERS ENTITLED TO VOTE: If a record date has
been established for the determination of shareholders entitled to notice of
or to vote at any shareholders' meeting in accordance with Section 8.05
hereof, each such shareholder of the Corporation shall be entitled to vote in
person or by proxy, each share or fraction of a share of stock outstanding in
his name on the books of the Corporation on such record date. [MGCL, Section
2-507]

Section 2.08. VOTING PROXIES: The right to vote by proxy shall exist only
if the shareholder has authorized another person to act as proxy by signing a
writing authorizing the other person to act as proxy. Such signing may be
accomplished by the shareholder or the shareholder's authorized agent signing
the writing or causing the shareholder's signature to be affixed to the
writing by any reasonable means, including facsimile signature. A shareholder
may authorize another person to act as proxy by transmitting, or authorizing
the transmission of, a telegram, cablegram, datagram, or other means of
electronic transmission to the person authorized to act as proxy or to a proxy
solicitation firm, proxy support service organization, or other person
authorized by the person who will act as proxy to receive the transmission. A
copy, facsimile communication, or other reliable reproduction of the writing
or transmission herein authorized may be substituted for the original writing
or transmission for any purpose for which the original writing or transmission
could be used. A proxy is revocable by a shareholder at any time without
condition or qualification unless made irrevocable in accordance with Maryland
General Corporation Law, as amended, from time to time ("Maryland Law"). No
proxy shall be valid more than eleven (11) months after its date unless it
provides for a longer period. Unless otherwise agreed to in writing, the
holder of record of a share of stock which actually belongs to another shall
issue a proxy to vote the share to the actual owner on his demand. [MGCL,
Section 2-507]

Section 2.09. QUORUM: The presence at any shareholders' meeting, in
person or by proxy, of shareholders entitled to cast one-third of the votes
entitled to be cast at the meeting shall constitute a quorum, unless otherwise
required by applicable law. [MGCL, Section 2-506(a)]

Section 2.10. ABSENCE OF QUORUM: In the absence of a quorum, the holders
of a majority of shares entitled to vote at the meeting and present thereat in
person or by proxy, or, if no shareholder entitled to vote is present in
person or by proxy, any officer present who is entitled to preside at or act
as Secretary of such meeting, may adjourn the meeting sine die or from time to
time. Any business that might have been transacted at the meeting originally
called may be transacted at any such adjourned meeting at which a quorum is
present.

Section 2.11. STOCK LEDGER AND LIST OF SHAREHOLDERS: It shall be the duty
of the Secretary or Assistant Secretary of the Corporation to cause an
original or duplicate stock ledger to be

<PAGE>

maintained at the office of the Corporation's transfer agent, containing the
names and addresses of all shareholders and the number of shares of each
series or class held by each shareholder. Such stock ledger may be in written
form, or any other form capable of being converted into written form within a
reasonable time for visual inspection. One or more persons, who together and
for at least six (6) months have been shareholders of record of at least five
(5) percent of the outstanding capital stock of the Corporation, may submit
(unless the Corporation at the time of the request maintains a duplicate stock
ledger at its principal office) a written request to any officer of the
Corporation or its resident agent in Maryland for a list of the shareholders
of the Corporation. Within twenty (20) days after such a request, there shall
be prepared and filed at the Corporation's principal office a list, verified
under oath by an officer of the Corporation or by its transfer agent or
registrar, which sets forth the name and address of each shareholder and the
number of shares of each series or class which the shareholder holds. [MGCL,
Sections 2-209, 2-513]

Section 2.12. INFORMAL ACTION BY SHAREHOLDERS: Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting, if the following are filed with the records of shareholders'
meetings:

(a) A unanimous written consent which sets forth the action and is signed
by each shareholder entitled to vote on the matter; and

(b) A written waiver of any right to dissent signed by each shareholder
entitled to notice of the meeting, but not entitled to vote at it.
[MGCL, Section 2-505]

ARTICLE III. BOARD OF DIRECTORS

Section 3.01. NUMBER AND TERM OF OFFICE: The Board of Directors shall
consist of three (3) Directors, which number may be increased or decreased by
a resolution of a majority of the entire Board of Directors, PROVIDED that the
number of Directors shall not be more than eleven (11) nor less than the
lesser of (i) three (3) or (ii) the number of shareholders of the Corporation.
Each Director (whenever elected) shall hold office until the next annual
meeting of shareholders and until his successor is elected and qualified or
until his earlier death, resignation, or removal. [MGCL, Sections 2-402,
2-404, 2-405(b)]

Section 3.02. QUALIFICATION OF DIRECTORS: No member of the Board of
Directors need be a shareholder of the Corporation. The composition of the
Board of Directors shall at all times comply with the requirements of
applicable law. [MGCL, Section 2-403; Investment Company Act, Section 10]

Section 3.03. ELECTION OF DIRECTORS: Until the first annual meeting of
shareholders and until successors are duly elected and qualified, the Board of
Directors shall consist of the person(s) named as such in the Articles of
Incorporation. Thereafter, except as otherwise provided in Sections 3.04 and
3.05 hereof, at each annual meeting, the shareholders shall elect Directors to
hold office until the next annual meeting and until their successors are
elected and qualified. In the event that Directors are not elected at an
annual shareholders' meeting, then Directors may be elected at a special
shareholders' meeting. Directors shall be elected by vote of

<PAGE>

the holders of a plurality of the shares present in person or by proxy and
entitled to vote. [MGCL, Section 2-404]

Section 3.04. REMOVAL OF DIRECTORS: At any meeting of shareholders, duly
called and at which a quorum is present, the shareholders may, by the
affirmative vote of the holders of a majority of the votes entitled to be cast
thereon, remove any Director or Directors from office, either with or without
cause, and may elect a successor or successors to fill any resulting vacancies
for the unexpired terms of any removed Directors. [MGCL, Sections 2-406,
2-407]

Section 3.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS: In the event
that at any time, other than the time preceding the first meeting of
shareholders, any vacancies occur in the Board of Directors by reason of
resignation, removal, or otherwise, or if the authorized number of Directors
is increased, the Directors then in office shall continue to act, and such
vacancies (if not previously filled by the shareholders) may be filled by a
majority of the Directors then in office, whether or not sufficient to
constitute a quorum, PROVIDED that, immediately after filling such vacancy, at
least two-thirds of the Directors then holding office shall have been elected
to such office by the shareholders of the Corporation. In the event that at
any time, other than the time preceding the first meeting of shareholders,
less than a majority of the Directors of the Corporation holding office at
that time were so elected by the shareholders, a meeting of the shareholders
shall be held promptly and in any event within sixty (60) days for the purpose
of electing Directors to fill any existing vacancies in the Board of Directors
unless the Securities and Exchange Commission shall by order extend such
period. Except as provided in Section 3.04 hereof, a Director elected by the
Board of Directors to fill a vacancy shall be elected to hold office until the
next annual meeting of shareholders and until his successor is elected and
qualified. A Director elected by the shareholders to fill a vacancy which
results from the removal of a Director serves for the balance of the term of
the removed Director. [MGCL, Section 2-407; Investment Company Act, Section
16(a)]

Section 3.06. GENERAL POWERS:

(a) The property, business, and affairs of the Corporation shall be
managed under the direction of the Board of Directors, which may exercise all
the powers of the Corporation except as conferred upon or reserved to the
shareholders of the Corporation by applicable law, by the Articles of
Incorporation, or by these By-Laws. [MGCL, Section 2-401]

(b) All acts done by any meeting of the Board of Directors or by any
person acting as a Director, so long as his successor shall not have been duly
elected or appointed, shall be treated as valid as if the Directors or such
person, as the case may be, were or was duly elected and qualified to be
Directors or a Director of the Corporation, notwithstanding that it may be
afterwards discovered that there was some defect in the election of the
Directors or such person acting as a Director, or that they or any of them
were disqualified.

Section 3.07. POWER TO ISSUE AND SELL STOCK: The Board of Directors may
from time to time authorize by resolution the issuance and sale of any of the
Corporation's authorized shares to such persons as the Board of Directors
shall deem advisable. Such resolution shall set the minimum price or value of
consideration for the stock or a formula for its determination, and shall
include a fair description of any consideration, other than money, and a
statement of the actual value of such consideration as determined by the Board
of Directors or a statement that the

<PAGE>

Board of Directors has determined that the actual value is or will be not less
than a certain sum. [MGCL, Section 2-203]

Section 3.08. POWER TO DECLARE DIVIDENDS:

(a) The Board of Directors, from time to time as it may deem advisable,
may declare that the Corporation pay dividends, in cash, property, or shares
of the Corporation available for dividends, out of any source available for
dividends, to the shareholders according to their respective rights and
interests.

(b) The Board of Directors shall cause a written statement to accompany
any dividend payment wholly or partly from any source other than the
Corporation's accumulated undistributed net income not including profits or
losses realized upon the sale of securities or other properties (as determined
in accordance with good accounting practice and the rules and regulations of
the Securities and Exchange Commission then in effect). Such statement shall
adequately disclose the source or sources of such payment and the basis of
calculation and shall be otherwise in such form as the Securities and Exchange
Commission may prescribe. [Investment Company Act, Section 19 and ICA Rule
19a-l]

(c) Notwithstanding the above provisions of this Section 3.08, the Board
of Directors may at any time declare and distribute pro rata among the
shareholders a stock dividend out of the Corporation's authorized but unissued
shares of stock, including any shares previously redeemed by the Corporation.
The shares so distributed may be declared and paid to the holders of shares of
another series or class. The shares so distributed shall be issued in
accordance with these By-Laws and applicable law. [MGCL, Section 2-309]

Section 3.09. CORPORATION'S OPTION TO REDEEM SHARES:

(a) GENERAL. The Corporation shall have the right at any time and without
prior notice to any shareholder to redeem for their then current net asset
value per share all shares that are held by that shareholder, whose shares of
the Corporation or of any series or classes have an aggregate net asset value
of less than such amount as the Board of Directors may, in its sole
discretion, from time to time determine to be appropriate and desirable, all
subject to the requirements of applicable law. [MGCL, Section 2-310.1(b)]

(b) CESSATION OF OFFERING. If in the sole determination of the Board of
Directors, the continuation of the offering of the shares of any one or more
series or class is no longer in the best interests of the Corporation, E.G.,
because market conditions have changed, regulatory problems have developed, or
participation in such series or class is low, the Corporation may cease the
offering of such shares and may, by majority vote of the Board of Directors,
require the redemption of all outstanding shares of stock of such series or
class at their then current net asset value upon thirty (30) days prior
written notice to the shareholders, all subject to the requirements of
applicable law.

(c) REIMBURSEMENT. The Corporation shall have the right at any time and
without prior notice to the shareholder to redeem shares in any account,
including any account of any series or class, for their then current net asset
value per share if and to the extent it shall be necessary to reimburse the
Corporation or its principal underwriter or distributor for any loss sustained
by the Corporation by reason of the failure of the shareholder in whose name
such account is registered

<PAGE>

to make full payment for shares of the Corporation, or of any series or class
thereof, purchased by such shareholder.

(d) PERSONAL HOLDING COMPANY. The Corporation shall have the right at any
time and without prior notice to the shareholder, to redeem shares in any
account for their then current net asset value per share if such redemption
is, in the opinion of the Board of Directors, desirable in order to avoid the
Corporation being taxed as a "personal holding company" within the meaning of
the Internal Revenue Code of 1986, as amended. [MGCL, Section 2-310.1(b)]

(e) NOTICE. The right of redemption provided by each of foregoing
subsections of this Section 3.09 hereof shall be subject to such terms and
conditions as the Board of Directors may from time to time approve, and
subject to the Corporation's giving general notice of its intention to avail
itself of such right, either by publication in the Corporation's prospectus or
statement of additional information or by such means as the Board of Directors
shall determine.

Section 3.10. BORROWING: The Board of Directors, from time to time as it
may deem advisable, may establish limitations upon the borrowing of money and
pledging of assets by the Corporation.

Section 3.11. ANNUAL AND REGULAR MEETINGS: The annual meeting of the
Board of Directors held for the purpose of choosing officers and transacting
other proper business shall be held after the annual shareholders' meeting at
such time and place as may be specified in the notice of such meeting of the
Board of Directors or, in the absence of such annual shareholders' meeting, at
such time and place as the Board of Directors may provide. The Board of
Directors from time to time may provide by resolution for the holding of
regular meetings and fix their time and place (within or outside the State of
Maryland). [MGCL, Section 2-409(a)]

Section 3.12. SPECIAL MEETINGS: Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, if there
be such an officer, the President (or, in the absence or disability of the
President, by any Vice President), the Treasurer, or two (2) or more
Directors, at the time and place (within or outside the State of Maryland)
specified in the respective notices or waivers of notice of such meetings.
[MGCL, Section 2-409(a)]

Section 3.13. NOTICE: Notice of annual, regular, and special meetings of
the Board of Directors shall be in writing, stating the time and place, and
shall be mailed to each Director at his residence or regular place of business
or caused to be delivered to him personally or to be transmitted to him by
telegraph, telecopy, cable, or wireless at least two (2) days before the day
on which the meeting is to be held. Except as otherwise required by these
By-Laws or the Investment Company Act, such notice need not include a
statement of the business to be transacted at, or the purpose of, the meeting.
[MGCL, Section 2-409(b)]

Section 3.14. WAIVER OF NOTICE: No notice of any meeting of the Board of
Directors need be given to any Director who is present at the meeting or to
any Director who signs a waiver of the notice of the meeting (which waiver
shall be filed with the records of the meeting) whether before or after the
meeting. [MGCL, Section 2-409(c)]

Section 3.15. QUORUM AND VOTING: At all meetings of the Board of
Directors the presence of one-third of the total number of Directors, but not
less than two (2) Directors if there

<PAGE>

are at least (2) two Directors, shall constitute a quorum. In the absence of a
quorum, a majority of the Directors present may adjourn the meeting, from time
to time, until a quorum shall be present. The action of a majority of the
Directors present at a meeting at which a quorum is present shall be the
action of the Board of Directors unless the concurrence of a greater
proportion is required for such action by applicable law, by the Articles of
Incorporation, or by these By-Laws. [MGCL, Section 2-408]

Section 3.16. DIRECTOR CONFERENCE COMMUNICATIONS: Members of the Board of
Directors or of any committee designated by the Board of Directors may
participate in a meeting of the Board of Directors or of such committee by
means of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at such
meeting, unless otherwise prohibited by applicable law. [MGCL, Section
2-409(d); Investment Company Act, Sections 15 and 32]

Section 3.17. COMPENSATION: Each Director may receive such remuneration
for his services as shall be fixed from time to time by resolution of the
Board of Directors.

Section 3.18. ACTION WITHOUT A MEETING: Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if a unanimous written consent which sets forth
the action is signed by each member of the Board of Directors or of such
committee and such written consent is filed with the minutes of proceedings of
the Board of Directors or committee, unless otherwise prohibited by applicable
law. [MGCL, Section 2-408(c); Investment Company Act, Sections 15 and 32]

ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 4.01. HOW CONSTITUTED: By resolution adopted by the Board of
Directors, the Board of Directors may appoint from among its members one or
more committees, including an Executive Committee and an Audit Committee, each
consisting of at least one (1) or more Directors. Each member of a committee
shall hold such position at the pleasure of the Board of Directors. [MGCL,
Section 2-411(a)]

Section 4.02. POWERS OF THE EXECUTIVE COMMITTEE: Unless otherwise
provided by resolution of the Board of Directors, the Executive Committee, in
the intervals between meetings of the Board of Directors, shall have and may
exercise all of the powers of the Board of Directors to manage the business
and affairs of the Corporation except the power to:

(a) Authorize dividends on stock;

(b) Issue stock other than as provided in Section 2-411(b) of the
Maryland Law;

(d) Amend these By-Laws; or

<PAGE>

(e) Approve any merger or share exchange which does not require
shareholder approval. [MGCL, Section 2-411(a)]

Section 4.03. OTHER COMMITTEES OF THE BOARD OF DIRECTORS: To the extent
provided by resolution of the Board of Directors, other committees shall have
and may exercise any of the powers that may lawfully be granted to the
Executive Committee. [MGCL, Section 2-411 (a)]

Section 4.04. PROCEEDINGS, QUORUM, AND MANNER OF ACTING: In the absence
of an appropriate resolution of the Board of Directors, each committee may
adopt such rules and regulations governing its proceedings, quorum, and manner
of acting as it shall deem proper and desirable. In the absence of any member
of any such committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a member of the Board of Directors
to act in the place of such absent member. [MGCL, Section 2-411(a)]

Section 4.05. OTHER COMMITTEES: The Board of Directors may appoint other
committees, each consisting of one or more persons who need not be Directors.
Each such committee shall have such powers and perform such duties as may be
assigned to it from time to time by the Board of Directors, but shall not
exercise any power which may lawfully be exercised only by the Board of
Directors or a committee thereof.

ARTICLE V. OFFICERS

Section 5.01. GENERAL: The officers of the Corporation shall be a
President, one or more Vice-Presidents (one or more of whom may be designated
Executive Vice President), a Secretary, and a Treasurer, and may include one
or more Assistant Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 5.11 hereof. The Board of Directors
may elect, but shall not be required to elect, a Chairman of the Board of
Directors. [MGCL, Section 2-412]

Section 5.02. ELECTION, TERM OF OFFICE, AND QUALIFICATIONS: The officers
of the Corporation (except those appointed pursuant to Section 5.11 hereof)
shall be elected by the Board of Directors at its first meeting and thereafter
at each annual meeting of the Board of Directors. If any officer or officers
are not elected at any such meeting, such officer or officers may be elected
at any subsequent regular or special meeting of the Board of Directors. Except
as provided in Sections 5.03, 5.04, and 5.05 hereof, each officer elected by
the Board of Directors shall hold office until the next annual meeting of the
Board of Directors and until his successor shall have been chosen and
qualified. Any person may hold two (2) or more offices of the Corporation,
except that neither the Chairman of the Board, if there be such an officer,
nor the President, may hold the office of Vice-President. A person who holds
more than one office may not act in more than one (1) capacity to execute,
acknowledge, or verify any instrument required by applicable law, the Articles
of Incorporation, or these By-Laws to be executed, acknowledged, or verified
by two (2) or more officers of the Corporation, except as otherwise permitted
or required by law. The Chairman of the Board of Directors, if there be such
an officer, shall be selected from among the Directors of the Corporation and
may hold such office only so long as he continues to be a Director. No other
officer need be a Director. [MGCL, Sections 2-412, 2-413, 2-415]

<PAGE>

Section 5.03. RESIGNATION: Any officer may resign his office at any time
by delivering a written resignation to the Board of Directors, the Chairman of
the Board if there be such an officer, the President, the Secretary, or any
Assistant Secretary. Unless otherwise specified therein, such resignation
shall take effect upon delivery.

Section 5.04. REMOVAL: Any officer may be removed from office by the
Board of Directors whenever in the judgment of the Board of Directors the best
interests of the Corporation will be served thereby. [MGCL, Section 2-413(c)]

Section 5.05. VACANCIES AND NEWLY CREATED OFFICES: If any vacancy shall
occur in any office by reason of death, resignation, removal,
disqualification, or other cause, or if any new office shall be created, such
vacancies or newly created offices may be filled by the Board of Directors at
any meeting or, in the case of any office created pursuant to Section 5.11
hereof, by any officer upon whom such power shall have been conferred by the
Board of Directors. [MGCL, Section 2-413(d)]

Section 5.06. CHAIRMAN OF THE BOARD: Unless otherwise provided by
resolution of the Board of Directors, the Chairman of the Board of Directors,
if there be such an officer, shall be the chief executive and operating
officer of the Corporation. He shall preside at all shareholders' meetings and
at all meetings of the Board of Directors, and he shall be an ex officio
member of all standing committees of the Board of Directors. Subject to the
supervision of the Board of Directors, he shall have general charge of the
business affairs, property, and operation of the Corporation and its officers,
employees, and agents. He may sign (unless the President or a Vice-President
shall have signed) certificates, if any, representing stock of the Corporation
authorized for issuance by the Board of Directors and shall have such other
powers and perform such other duties as may be assigned to him from time to
time by the Board of Directors.

Section 5.07. PRESIDENT: Unless otherwise provided by resolution of the
Board of Directors, the President shall, at the request of or in the absence
or disability of the Chairman of the Board, or if no Chairman of the Board has
been chosen, preside at all shareholders' meetings and at all meetings of the
Board of Directors and shall in general exercise the powers and perform the
duties of the Chairman of the Board. He may sign (unless the Chairman of the
Board or a Vice-President shall have signed) certificates, if any,
representing stock of the Corporation authorized for issuance by the Board of
Directors. Except as the Board of Directors may otherwise order, he may sign
in the name and on behalf of the Corporation all deeds, bonds, contracts, or
agreements. He shall exercise such other powers and perform such other duties
as from time to time may be assigned to him by the Board of Directors.

<PAGE>

Section 5.08. VICE-PRESIDENT: The Board of Directors shall, from time to
time, designate and elect one or more Vice-Presidents (one or more of whom may
be designated Executive Vice-President) who shall have such powers and perform
such duties as from time to time may be assigned to them by the Board of
Directors or the President. At the request or in the absence or disability of
the President, the Vice-President (or, if there are two (2) or more Vice-
Presidents, the Vice-President in order of seniority of tenure in such office
or in such other order as the Board of Directors may determine) may perform
all the duties of the President and, when so acting, shall have all the powers
of and be subject to all the restrictions placed upon the President. Any
Vice-President may sign (unless the Chairman of the Board, the President, or
another Vice President shall have signed) certificates, if any, representing
stock of the Corporation authorized for issuance by the Board of Directors.

Section 5.09. TREASURER AND ASSISTANT TREASURERS: The Treasurer shall be
the principal financial and accounting officer of the Corporation and shall
have general charge of the finances and books of account of the Corporation.
Except as otherwise provided by the Board of Directors, he shall have general
supervision of the funds and property of the Corporation and of the
performance by the custodian of its duties with respect thereto. He may
countersign (unless an Assistant Treasurer or Secretary or Assistant Secretary
shall have countersigned) certificates, if any, representing stock of the
Corporation authorized for issuance by the Board of Directors. He shall render
to the Board of Directors, whenever directed by the Board of Directors, an
account of the financial condition of the Corporation and of all his
transactions as Treasurer; and as soon as possible after the close of each
fiscal year he shall make and submit to the Board of Directors a like report
for such fiscal year. He shall cause to be prepared annually a full and
correct statement of the affairs of the Corporation, including a balance sheet
and a financial statement of operations for the preceding fiscal year, which
shall be submitted at the annual meeting of shareholders and filed within
twenty (20) days thereafter at the principal office of the Corporation or, if
no annual meeting is held, then within sixty (60) days of the end of the
fiscal year. He shall perform all the acts incidental to the office of the
Treasurer, subject to the control of the Board of Directors. Any Assistant
Treasurer may perform such duties of the Treasurer as the Treasurer or the
Board of Directors may assign, and, in the absence of the Treasurer, he may
perform all the duties of the Treasurer and, when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer.
[MGCL, Section 2313; Investment Company Act, Section 30 and ICA Rule 30d-1]

Section 5.10. SECRETARY AND ASSISTANT SECRETARIES: The Secretary shall
attend to the giving and serving of all notices of the Corporation and shall
record all proceedings of the meetings of the shareholders and Directors in
one or more books to be kept for that purpose. He shall keep in safe custody
the seal of the Corporation and shall have charge of the records of the
Corporation, including the stock books and such other books and papers as the
Board of Directors may direct, and such books, reports, certificates, and
other documents required by law to be kept, all of which shall, at all
reasonable times, be open to inspection by any Director. He shall countersign
(unless the Treasurer, an Assistant Treasurer, or an Assistant Secretary shall
have countersigned) certificates, if any, representing stock of the
Corporation authorized for issuance by the Board of Directors. He shall
perform such other duties as appertain to his office or as may be required by
the Board of Directors. Any Assistant Secretary may perform such duties of the
Secretary as the Secretary or the Board of Directors may assign, and, in the
absence of the Secretary, he may perform all the duties of the Secretary and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Secretary.

<PAGE>

Section 5.11. SUBORDINATE OFFICERS: The Board of Directors from time to
time may appoint such other officers or agents as it may deem advisable, each
of whom shall have such title, hold office for such period, have such
authority and perform such duties as the Board of Directors may determine. The
Board of Directors from time to time may delegate to one or more officers or
agents the power to appoint any such subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities, and duties.
[MGCL, Section 2-412 (b)]

Section 5.12. REMUNERATION: The salaries or other compensation of the
officers of the Corporation shall be fixed from time to time by resolution of
the Board of Directors, except that the Board of Directors may by resolution
delegate to any person or group of persons the power to fix the salaries or
other compensation of any subordinate officers or agents appointed in
accordance with the provisions of Section 5.11 thereof.

ARTICLE VI. CUSTODY OF SECURITIES AND CASH

Section 6.01. EMPLOYMENT OF A CUSTODIAN: The Corporation shall place and
at all times maintain in the custody of a Custodian (including any
subcustodian for the Custodian) all funds, securities, and similar investments
owned by the Corporation. The Custodian shall be a bank or other institution
meeting the requirements set out in Section 17(f) of the Investment Company
Act and rules thereunder. Subject to such rules, regulations, and orders as
the Securities and Exchange Commission may adopt as necessary or appropriate
for the protection of investors, the Corporation's Custodian may deposit all
or a part of the securities owned by the Corporation in the custody of a
subcustodian or sub-custodians situated within or without the United States.
The Custodian shall be appointed and its remuneration fixed by the Board of
Directors. [Investment Company Act, Section 17(f)]

Section 6.02. CENTRAL CERTIFICATE SERVICE: Subject to the rules,
regulations, and orders as the Securities and Exchange Commission may adopt as
necessary or appropriate for the protection of investors, the Corporation's
Custodian may deposit all or any part of the securities owned by the
Corporation in a system for the central handling of securities established by
a national securities exchange or national securities association registered
with the Securities and Exchange Commission under the Securities Exchange Act
of 1934, or such other person as may be permitted by the Securities and
Exchange Commission, pursuant to which system all securities of any particular
series or class of any issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry without
physical delivery of such securities. [Investment Company Act Section 17(f)]

Section 6.03. CASH ASSETS: The cash proceeds from the sale of securities
and similar investments and other cash assets of the Corporation shall be kept
in the custody of a bank or banks appointed pursuant to Section 6.01 hereof,
or in accordance with such rules and regulations or orders as the Securities
and Exchange Commission may from time to time prescribe for the protection of
investors, except that the Corporation may maintain a checking account or
accounts in a qualified bank or banks, PROVIDED that the balance of such
account or the aggregate balances of such accounts shall at no time exceed the
amount of the fidelity bond, maintained pursuant to the requirements of the
Investment Company Act and rules and regulations thereunder, covering the
officers or employees authorized to draw on such account or accounts.
[Investment Company Act, Sections 17 (f) and 17(g)]

<PAGE>

Section 6.04. FREE CASH ACCOUNTS: The Corporation may, upon resolution of
its Board of Directors, maintain a petty cash account free of the foregoing
requirements of this Article VI in an amount not to exceed $500 or such other
amount permitted by law, PROVIDED that such account is operated under the
imprest system and is maintained subject to adequate controls approved by the
Board of Directors over disbursements and reimbursements including, but not
limited to, fidelity bond coverage for persons having access to such funds.
[Investment Company Act, Section 17(f) and ICA Rule 17f-3]

ARTICLE VII. EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES

Section 7.01. EXECUTION OF INSTRUMENTS: All deeds, documents, transfers,
contracts, agreements, requisitions or orders, promissory notes, assignments,
endorsements, checks and drafts for the payment of money by the Corporation,
and other instruments requiring execution by the Corporation shall be signed
by the Chairman of the Board, if there be such an officer, the President, a
Vice-President, or the Treasurer, or as the Board of Directors may otherwise
authorize, from time to time. Any such authorization may be general or
confined to specific instances.

Section 7.02. VOTING OF SECURITIES: Unless otherwise ordered by the Board
of Directors, the Chairman of the Board, if there be such an officer, the
President, or any Vice President shall have full power and authority on behalf
of the Corporation to attend and to act and to vote, or in the name of the
Corporation to execute proxies to vote, at any meeting of shareholders of any
company in which the Corporation may hold stock. At any such meeting such
officer shall possess and may exercise (in person or by proxy) any and all
rights, powers, and privileges incident to the ownership of such stock. The
Board of Directors may by resolution from time to time confer like powers upon
any other person or persons. [MGCL, Section 2-509(a)]

ARTICLE VIII. CAPITAL STOCK

Section 8.01. CERTIFICATE OF STOCK:

(a) The Board of Directors may authorize the issuance of some or all
shares of any or all series or classes of the Corporation stock without
certificates. At the time of the issuance of shares without certificates, the
Corporation shall send to the shareholder a written statement of the
information required to be on certificates by Section 2-211 of the Maryland
Law. [MGCL, Section 2-210]

(b) In the event certificates of stock of the Corporation are to be
issued, then such certificates shall be in the form approved by the Board of
Directors. Certificates of stock, if any, shall be signed in the name of the
Corporation by the Chairman of the Board, if there be such an officer, or the
President, or any Vice President and countersigned by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and shall
certify the number and kind of shares owned by the holder thereof in the
Corporation. Such certificate may be sealed with the corporate seal of the
Corporation. Such signatures may be either manual or facsimile signatures and
the seal may be either facsimile or any other form of seal. [MGCL, Sections
2-210(a), 2-212]

<PAGE>

(c) In case any officer, transfer agent, or registrar who shall have
signed any such certificate, or whose facsimile signature has been placed
thereon, shall cease to be such an officer, transfer agent or registrar
(because of death, resignation or otherwise) before such certificate is
issued, such certificate may be issued and delivered by the Corporation with
the same effect as if he were such officer, transfer agent, or registrar at
the date of issue. [MGCL, Section 2-212(c)]

(d) The number of any certificate issued, the name of the person owning
the shares represented thereby, the number of such shares, and the date of
issuance shall be entered upon the stock books of the Corporation at the time
of issuance.

(e) Every certificate exchanged, surrendered for redemption, or otherwise
returned to the Corporation shall be marked "Canceled" with the date of
cancellation.

Section 8.02. TRANSFER OF CAPITAL STOCK:

(a) Shares of stock of the Corporation shall be transferable only upon
the books of the Corporation kept for such purpose and, if one or more
certificates representing such shares have been issued, upon surrender to the
Corporation or its transfer agent or agents of such certificate or
certificates duly endorsed, or accompanied by appropriate evidence of
assignment, transfer, succession, or authority to transfer. [Investment
Company Act, Section 22(f)]

(b) The Corporation shall be entitled to treat the holder of record of
any share of stock as the absolute owner thereof for all purposes, and
accordingly shall not be bound to recognize any legal, equitable, or other
claim or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise
expressly provided by law.

Section 8.03. TRANSFER AGENTS AND REGISTRARS: The Board of Directors may,
from time to time, appoint or remove transfer agents and registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates, if any, representing shares of capital stock thereafter
issued shall be countersigned by one of such transfer agents or by one of such
registrars of transfers and shall not be valid unless so countersigned.

Section 8.04. TRANSFER RESTRICTIONS: The shares of any series or class
within a series of the Corporation may be freely transferred; provided,
however, that the Board of Directors may, from time to time, adopt lawful
rules and regulations with reference to the method of transfer of the shares
of stock of the Corporation. [Investment Company Act, Section 22(f)]

Section 8.05. FIXING OF RECORD DATE: The Board of Directors may fix in
advance a date as a record date for the determination of the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any
change, conversion, or exchange of stock, or for any other proper purpose,
PROVIDED that such record date shall be a date not more than ninety (90) days
nor, in the case of a meeting of shareholders, less than ten (10) days prior
to the date on which the particular action, requiring such determination of

<PAGE>

shareholders, is to be taken. In such case, only such shareholders of record
on the record date so fixed shall be entitled to such notice of, and to vote
at, such meeting or adjournment, or to give such consent, or to receive
payment of such dividend or other distribution, or to receive such allotment
of rights, or to exercise such rights, or to take other action, as the case
may be, notwithstanding any transfer of any shares on the books of the
Corporation after any such record date. If a record date, as referred to in
this Section 8.05, is not set: (a) the record date for determining the
shareholders entitled to notice of or to vote at any meeting of shareholders,
or to notice of any adjournment of such meeting, or to express consent to
corporate action in writing without a meeting, shall be the later of (i) the
close of business on the day on which notice of the meeting is mailed or (ii)
the thirtieth (30th) day before such meeting (unless notice has been waived by
all shareholders, in which case the record date shall be at the close of
business on the tenth (10th) day preceding the date of the meeting); and (b)
the record date for determining shareholders entitled to receive payment of
any dividend or other distribution or allotment of any rights, or to exercise
any rights in respect of any change, conversion, or exchange of stock, shall
be the close of business on the day on which the resolution of the Board of
Directors declaring such dividend, distribution, allotment or exercise of
rights is adopted, but the payment of dividend or distribution, or allotment
or exercise of rights, as the case may be, may not be made more than sixty
(60) days after the date on which the resolution is adopted. [MGCL, Section
2-511]

Section 8.06. LOST, STOLEN, OR DESTROYED CERTIFICATES: Before issuing a
new certificate for stock of the Corporation alleged to have been lost,
stolen, or destroyed, the Board of Directors, or any officer authorized by the
Board of Directors, may, in its discretion, require the owner of the lost,
stolen, or destroyed certificate (or his legal representative) to give the
Corporation a bond or other indemnity, in such form and in such amount as the
Board of Directors or any such officer may direct and with such surety or
sureties as may be satisfactory to the Board of Directors or any such officer,
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of such new certificate. The issuance of a new
certificate under such circumstances shall not constitute an over-issue of the
shares represented thereby. [MGCL, Section 2-213]

<PAGE>

ARTICLE IX. FISCAL YEAR, ACCOUNTANT

Section 9.01. FISCAL YEAR: The fiscal year of the Corporation shall be
the twelve (12) calendar months beginning on the first day of January in each
year and ending on the last day of the following December, or such other
period of twelve (12) calendar months as the Board of Directors may by
resolution prescribe.

Section 9.02. ACCOUNTANT:

(a) The Corporation shall employ an independent public accountant or firm
of independent public accountants as its accountant to examine the accounts of
the Corporation and to sign and certify the Corporation's financial
statements, which may be filed with various regulatory agencies. The
accountant's certificates and reports shall be addressed both to the Board of
Directors and to the shareholders.

(b) A majority of the members of the Board of Directors who are not
"interested persons" (as such term is defined in Section 2(a)(19) of the
Investment Company Act) of the Corporation shall select the accountant, by
vote cast in person, at any meeting held before the first annual shareholders'
meeting, and thereafter shall select the accountant annually, by vote cast in
person, at a meeting held within thirty (30) days before or ninety (90) days
after the beginning of the fiscal year of the Corporation or within thirty
(30) days before the annual shareholders' meeting, if any, held in that year.
Such selection shall be submitted for ratification or rejection at the next
succeeding annual shareholders' meeting. If the holders of a majority vote of
the outstanding voting securities at such meeting reject such selection, the
accountant shall be selected by majority vote of the Corporation's outstanding
voting securities, either at the meeting at which the rejection occurred or at
a subsequent meeting of shareholders called for that purpose. [Investment
Company Act, Section 32(a) and ICA Rule 32a-3]

(c) Any vacancy occurring between annual meetings, due to the death or
resignation of the accountant, may be filled by the vote of a majority of
those members of the Board of Directors who are not "interested persons" (as
such term is defined in Section 2(a)(19) of the Investment Company Act) of the
Corporation, cast in person at a meeting called for the purpose of voting on
such action. [Investment Company Act, Section 32(a)]

(d) The employment of the accountant shall be conditioned upon the right
of the Corporation by vote of a majority of the outstanding voting securities
at any meeting called for the purpose to terminate such employment forthwith
without any penalty. [Investment Company Act, Section 32(a)]

ARTICLE X. INDEMNIFICATION, ADVANCE PAYMENT
OF EXPENSES, AND INSURANCE

Section 10.01. INDEMNIFICATION GENERALLY: The Corporation shall indemnify
any individual ("Indemnitee") who is a present or former Director, officer,
employee, or agent of the Corporation, or who is or was serving at the request
of the Corporation as a director, officer, partner, trustee, employee, or
agent of another corporation, partnership, joint venture, trust, other
enterprise, or employee benefit plan, who, by reason of his service in that
capacity, was, is, or is threatened to be made a party to any threatened,
pending, or completed action, suit, or

<PAGE>

proceeding, whether civil, criminal, administrative, or investigative
(hereinafter collectively referred to as a "Proceeding") against any
judgments, penalties, fines, settlements, and reasonable expenses (including
attorneys' fees) incurred by such Indemnitee in connection with any
Proceeding, to the fullest extent under Maryland Law and the Investment
Company Act. [MGCL, Section 2-418(b); Investment Company Act, Section 17(h)]

Section 10.02. LIMITATIONS ON INDEMNIFICATION: Notwithstanding the
foregoing, nothing herein shall protect or purport to protect any Indemnitee
against any liability to which he would otherwise be subject by reason of:

(a) willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office;

(b) any act or omission that was material to the matter giving rise to
the Proceeding and was the result of active and deliberate
dishonesty;

(c) the receipt of an improper personal benefit in money, property, or
services, whether or not involving action in an official capacity as
that term is defined in Section 2-418 of the Maryland Law ("Official
Capacity");

(d) in the case of any criminal Proceeding, the Indemnitee's reasonable
cause to believe that the act or omission giving rise to such
Proceeding was unlawful; or

(e) an adjudication in a Proceeding by or in the right of the Corporation
that the Indemnitee is liable to the Corporation. [MGCL, Section
2-418(b); Investment Company Act, Section 17(h)]

Section 10.03. AUTHORIZATION OF INDEMNIFICATION: Indemnification shall be
made by the Corporation to an Indemnitee only if authorized for a specific
Proceeding after a determination has been made that indemnification is
permissible under the circumstances because the Indemnitee has met the
requisite standard of conduct necessary for indemnification under Maryland Law
and the Investment Company Act. Such determination as to permissibility shall
be made:

(a) by a court or other body before whom the Proceeding was brought,
based on a final decision on the merits, or in the absence of such a
decision, then:

(b) by the vote of a majority of a quorum of Directors who are neither
"interested persons" of the Corporation as defined in Section
2(a)(19) of the Investment Company Act nor parties to the Proceeding
("disinterested non-party Directors");

(d) by the Corporation's shareholders, except that shares held by
Directors who are parties to the Proceeding may not be voted on the
subject matter pertaining to the Proceeding.

<PAGE>

Authorization of indemnification and determination as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination that
indemnification is permissible is made by independent legal counsel,
authorization of indemnification and determination as to reasonableness of
expenses shall be made by such counsel in the manner specified by Maryland
Law. [MGCL, Section 2-418(e)]

Section 10.04. ADVANCE PAYMENT OF EXPENSES: The Corporation shall pay any
reasonable expenses so incurred by any Indemnitee in defending a Proceeding in
advance of the final disposition thereof to the fullest extent permitted by
applicable law, but only upon receipt of: (a) a written affirmation by the
Indemnitee of his good faith belief that the requisite standard of conduct
necessary for indemnification under Maryland Law and the Investment Company
Act has been met and (b) a written undertaking by such Indemnitee to repay the
advance if it is ultimately determined that such standard of conduct has not
been met, and if one of the following conditions is met: (i) the Indemnitee
provides a security for his undertaking; (ii) the Corporation is insured
against losses arising by reason of any lawful advances; or (iii) a majority
of disinterested non-party Directors or independent legal counsel in a written
opinion determines, based on a review of readily available facts, that there
is reason to believe that the Indemnitee will ultimately be found entitled to
indemnification. [MGCL, Section 2-418(f); Investment Company Act Section
17(h)]

Section 10.05. NON-EXCLUSIVITY OF INDEMNIFICATION. The indemnification
and advancement of expenses herein authorized are not deemed to be exclusive
of any other rights, by indemnification or otherwise, to which an Indemnitee
may be entitled under the Articles of Incorporation, these By-Laws, a
resolution of the shareholders or Directors, an agreement or otherwise, both
as to action in an Official Capacity and as to action in another capacity
while holding such office. [MGCL, Section 2-418(g)]

Section 10.06. REPORT OF INDEMNIFICATION TO SHAREHOLDERS. If arising out
of a Proceeding by or in the right of the Corporation, any indemnification of,
or advance of expenses to, any Indemnitee, shall be reported promptly in
writing to the Corporation's shareholders. [MGCL, Section 2-418(1)]

Section 10.07. INSURANCE OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS:
To the fullest extent permitted by applicable law, the Corporation may
purchase and maintain insurance on behalf of any person who is or was a
Director, officer, employee, or agent of the Corporation, or who is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of another corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan against any
liability asserted against or incurred by him in any such capacity or arising
out of his position, whether or not the Corporation would have the power to
indemnify against such liability. [MGCL, Section 2-418(k); Investment Company
Act, Section 17(h)]

ARTICLE XI. AMENDMENTS

Section 11.01. GENERAL: Except as provided in Section 11.02 hereof, all
By-Laws of the Corporation, whether adopted by the Board of Directors or the
Shareholders, shall be subject to

<PAGE>

amendment, alteration, or repeal, and new By-Laws may be made, by the
affirmative vote of a majority of either:

(a) the holders of record of the outstanding shares of stock of the
Corporation entitled to vote, at any annual or special meeting the notice or
waiver of notice of which shall have specified or summarized the proposed
amendment, alteration, repeal, or new by-law; or

(b) the Directors present at any regular or special meeting at which a
quorum is present if the notice or waiver of notice thereof or material sent
to the Directors in connection therewith on or prior to the last date for the
giving of such notice under these By-Laws shall have specified or summarized
the proposed amendment, alteration, repeal, or new by-law. [MGCL, Section
2-109]

Section 11.02. BY SHAREHOLDERS ONLY:

(a) No amendment of any section of these By-Laws shall be made except by
the shareholders of the Corporation if the shareholders shall have provided in
the By-Laws that such section may not be amended, altered, or repealed except
by the shareholders.

(b) From and after the issuance of any shares of the Corporation, no
amendment of this Article XI shall be made except by the shareholders of the
Corporation.

EXHIBIT 5

FORM OF
INVESTMENT ADVISORY AGREEMENT

Investment Advisory Agreement ("Agreement") made this ____ day of
___________, 1997 between MONUMENT SERIES FUND, INC., a Maryland corporation
(the "Company"), and MONUMENT ADVISORS, LTD., a Maryland corporation (the
"Advisor") (collectively, the "Parties").

WHEREAS, the Company is organized and intends to operate as an open-end
management investment company and is so registered under the Investment
Company Act of 1940, as amended, (the "Act"); and

WHEREAS, the Company's articles of incorporation ("Articles") permit the
Company's Board of Directors ("Board") to establish and authorize the issuance
of shares of one or more series of common stock ("series") representing
separate investment portfolios, each with its own investment objectives,
program, policies and restrictions; and

WHEREAS, the Board has established and authorized the issuance of the
shares of the series listed on Schedule A hereto (each, a "Portfolio" and
collectively, the "Portfolios"), as the same may be amended from time to time
by mutual written agreement of the Parties ("Schedule A"); and

WHEREAS, the Company has registered, or will register, the shares of each
Portfolio under the Securities Act of 1933, as amended, ("1933 Act"), to the
extent required thereby; and

WHEREAS, the Advisor is registered as an investment adviser under the
Investment Advisers Act of 1940, and is engaged principally in the business of
rendering investment advisory services; and

WHEREAS, the Company desires to have the Advisor perform the investment
advisory services and provide the facilities described herein, and the Advisor
desires to provide these services and facilities to the Company and each
Portfolio thereof; and

WHEREAS, the Company has entered into a Custodian Agreement with
Investors Fiduciary Trust Company (the "Custodian") pursuant to which the
Custodian has agreed to determine the net asset value of the shares of each
Portfolio.

<PAGE>

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and
other good and valuable consideration the receipt of which is hereby
acknowledged, the Parties agree as follows:

1. APPOINTMENT OF THE ADVISOR.

(a) The Company hereby appoints the Advisor, and the Advisor hereby
accepts such appointment, to act as the investment adviser to each Portfolio
for the period and on the terms herein set forth, for the compensation
provided on Schedule A hereto.

(b) The Advisor shall for all purposes herein be deemed to be an
independent contractor and shall, except as expressly provided or authorized
(whether herein or otherwise), have no authority to act for or represent the
Company or any Portfolio in any way or otherwise be deemed an agent of the
Company.

2. SERVICES AND FACILITIES TO BE PROVIDED BY THE ADVISOR.

The Advisor, at its own expense or pursuant to arrangements with others
to bear the expenses, shall furnish the services and facilities described
below to the Company, on behalf of each Portfolio, subject to the overall
supervision and review of the Company's Board of Directors and in accordance
with, as in effect from time to time, the provisions of the Company's
Articles, By-Laws, registration statement, and applicable law (including,
without limitation, the Act, the 1933 Act, and the Internal Revenue Code). The
Advisor shall give the Company and each Portfolio the benefit of its best
judgment and efforts in rendering its services as investment adviser.

(a) INVESTMENT PROGRAM. The Advisor shall continuously furnish an
investment program for each Portfolio. In connection therewith, the Advisor
shall:

(i) determine what investments each Portfolio shall purchase, hold,
sell, or exchange and what portion, if any, of each Portfolio's
assets shall remain uninvested, and shall take such steps as
may be necessary to implement the same;

(ii) determine the manner in which to exercise any voting rights,
rights to consent to corporate action, or other rights
pertaining to a Portfolio's investment securities; and

(iii) render regular reports to the Company, at regular meetings of
its Board and at such other times as may be reasonably
requested by the Board, of (x) the decisions which it has made
with respect to the investment of the assets of each Portfolio
and the purchase and sale of its investment securities, (y) the
reasons for such decisions and (z) the extent to which it has
implemented those decisions.

<PAGE>

(b) PORTFOLIO SECURITIES TRANSACTIONS. The Advisor, subject to and in
accordance with any directions which the Company's Board may issue from time
to time, shall place orders for the execution of each Portfolio's securities
transactions. When placing orders, the Advisor shall seek to obtain the best
net price and execution ("best execution") for each Portfolio, but this
requirement shall not be deemed to obligate the Advisor to place any order
solely on the basis of obtaining the lowest commission rate if the other
standards set forth in this section have been satisfied. The Parties recognize
that there are likely to be many cases in which different brokers are equally
able to provide best execution and that, in selecting among such brokers with
respect to particular trades, it may be desirable to choose those brokers who
furnish research, statistical, quotations and other information to the Company
and its Portfolios, as well as the Advisor, in accordance with the standards
set forth below. Moreover, to the extent that it continues to be lawful to do
so and so long as the Board determines that a Portfolio will benefit, directly
or indirectly, by doing so, the Advisor may place orders with a broker who
charges a commission for a securities transaction which is in excess of the
amount of commission that another broker would have charged for effecting that
transaction, provided that the excess commission is reasonable in relation to
the value of "brokerage and research services" (as defined in Section 28(e)(3)
of the Securities Exchange Act of 1934) provided by that broker. Accordingly,
the Company, on behalf of each Portfolio, and the Advisor agree that the
Advisor shall select brokers for the execution of each Portfolio's
transactions from among:

(i) those brokers and dealers who provide quotations and other
services to the Company, with respect to one or more
Portfolios, specifically including the quotations necessary to
determine the net assets of the Portfolios, in such amount of
total brokerage as may reasonably be required in light of such
services; and

(ii) those brokers and dealers who supply research, statistical and
other data to the Advisor or its affiliates, which the Advisor
or its affiliates may lawfully and appropriately use in their
investment advisory capacities, which relate directly to
securities, actual or potential, of the Portfolios, or which
place the Advisor in a better position to make decisions in
connection with the management of each Portfolio's assets,
whether or not such data may also be useful to the Advisor and
its affiliates in managing other portfolios or advising other
clients, in such amount of total brokerage as may reasonably be
required. The Advisor also may consider the sale of Portfolio
shares as a factor in the selection of broker-dealers to
execute each Portfolio's securities transactions, subject to
the Advisor's obligation to seek best execution for each
Portfolio.

The Advisor shall render regular reports to the Company, not less frequently
than quarterly, of how much total brokerage business has been placed by the
Advisor with brokers falling into each of the categories referred to above and
the manner in which the allocation has been accomplished. The Advisor agrees
that no investment decision will be made or influenced by a desire to provide
brokerage for allocation in accordance with the foregoing, and that the right
to make such allocation of brokerage shall not interfere with the Advisor's
paramount duty to obtain the best execution for the Company.

<PAGE>

(c) TENDER OFFER SOLICITATION FEES. The Advisor shall use its best
efforts to recapture all available tender offer solicitation fees in
connection with tenders of the securities of any Portfolio, and any similar
payments, provided, however, that neither the Advisor, nor any affiliate of
the Advisor shall be required to register as a broker-dealer for this purpose.
The Advisor shall advise the Board of any fees or payments of whatever type
which it may be possible for the Advisor or an affiliate of the Advisor to
receive in connection with the purchase or sale of investment securities for
any Portfolio.

(d) VALUATION OF INVESTMENTS. The Advisor shall assist the Custodian (i)
in valuing the securities of each Portfolio in such manner and on such basis
as described in the then-current prospectus and statement of additional
information of the Company and (ii) in calculating the net asset value per
share of each Portfolio, as described in the then-current prospectus and
statement of additional information of the Company, at the close of the
regular trading of the New York Stock Exchange (the "Exchange"), usually 4:00
p.m. Eastern time, each Monday through Friday, except days on which the
Exchange is closed. The Company shall provide, or arrange for others to
provide, all necessary information for the calculation of the net asset value
per share of each Company, including the total number of Trust shares
outstanding. The Company shall arrange for the Custodian to provide the
Advisor or its designee with the net asset value per share of each Portfolio
as soon as reasonably practical each day after the net asset value per share
has been calculated.

(e) ASSISTANCE WITH REGULATORY MATTERS. The Advisor shall provide such
assistance, cooperation, and information to the Company or its designee, as
the same may reasonably request from time to time, with respect to the the
following matters:

(i) the preparation, amendment, filing, and/or delivery of the
Company's registration statement, regulatory reports, periodic
reports to shareholders and other documents (including tax
returns), required by applicable law; and

(ii) the development, implementation, maintenance, and monitoring of
a compliance program for assuring compliance with all federal
and state securities law matters.

The Parties acknowledge that the Company or its designee shall have primary
responsibility for the foregoing matters.

(f) INFORMATION, RECORDS, AND CONFIDENTIALITY.

(i) The Company or its designees shall provide timely information
to the Advisor regarding such matters as purchases and
redemptions of shares in each Portfolio, the cash requirements
and cash available for investment in each Portfolio, and all
other information as may be reasonably necessary or appropriate
for the Advisor to perform its responsibilities hereunder.

<PAGE>

(ii) The Company shall own and control all records maintained
hereunder by the Advisor on the Company's behalf and, upon
request of the Company or in the event of termination of this
Agreement with respect to any Portfolio for any reason, the
Advisor shall promptly return to the Company all records
relating to that Portfolio, free from any claim or retention of
rights by the Advisor and without charge by the Advisor except
for the Advisor's direct expense.

(iii) The Advisor shall not disclose or use any records or
information obtained pursuant hereto except as expressly
authorized herein, and shall keep confidential any information
obtained pursuant hereto, and disclose such information only if
the Company has authorized such disclosure, or if such
disclosure is expressly required by applicable federal or state
regulatory authorities.

(g) FACILITIES AND PERSONNEL. The Advisor shall, at its expense, furnish
to the Company adequate facilities and personnel necessary for the Directors
and officers of the Company to manage the affairs and conduct of the Company's
business, including corresponding and communicating with shareholders of the
Company, and maintaining all internal bookkeeping, accounting and auditing
services and records in connection with the Company's investment and business
activities. The foregoing shall not be construed to require the Advisor to
provide facilities or personnel to any third party service provider retained
by the Company. Such facilities and personnel shall include:

(i) office space, which may be space within the offices of the
Advisor or in such other place as may be agreed upon from time
to time,

(ii) office furnishings and supplies, including telephone service,
utilities, and simple business equipment, and

(iii) executive, secretarial and clerical personnel as may be
reasonably requested by the Company.

The Advisor shall compensate all Directors, officers and employees of the
Company who are directors, officers, stockholders, or employees of the Advisor
or its affiliates.

(h) DELEGATION TO SUB-ADVISORS. Subject to the approval of the Board and
the shareholders of the Portfolios, the Advisor may delegate to a sub-advisor
certain of its duties herein, provided that the Advisor shall continue to
supervise the performance of any such sub-advisor.

<PAGE>

3. EXPENSES OF THE COMPANY.

Except for expenses that the Advisor expressly assumes pursuant to this
Agreement, the Company shall bear, or cause others to bear, all expenses for
its operations and activities, and shall cause the Advisor to be reimbursed,
by the Company or others, for any such expense that the Advisor incurs. The
expenses borne by the Company include, without limitation:

(a) fees and expenses paid to the Advisor as provided herein;

(b) expenses of all audits by independent public accountants;

(c) expenses of transfer or dividend disbursing agent, registrar,
custodian, or depository appointed for safekeeping of each Portfolio's cash,
securities, and other property, and shareholder record-keeping services,
including the expenses of issuing, repurchasing or redeeming Portfolio shares;

(d) expenses of obtaining quotations for calculating the value of the net
assets of each Portfolio;

(e) salaries and other compensation of executive officers of the Company
who are not directors, officers, stockholders or employees of the Advisor or
its affiliates;

(f) all taxes levied against the Company, including issuance and transfer
taxes, and corporate fees payable by the Company to federal, state or other
governmental agencies;

(g) brokerage fees and commissions in connection with the purchase and
sale of securities for each Portfolio, and similar fees and charges for the
acquisition, disposition, lending or borrowing of such securities;

(h) costs, including the interest expense, of borrowing money;

(i) costs incident to meetings of the Board and shareholders of the
Company, (exclusive of costs of those Directors and employees of the Company
who are "interested persons" of the Company within the meaning of the Act);

(j) fees and expenses of Directors who are not "interested persons" of
the Company within the meaning of the Act;

(k) legal fees, including the legal fees related to the registration and
continued qualification of the shares of each Portfolio for sale;

(l) costs and expense of registering and maintaining the registration of
the Company and the shares of each Portfolio under federal and any applicable
state laws;

<PAGE>

(m) the preparation, setting in type, printing in quantity and
distribution of materials distributed to then-current shareholders of each
Portfolio of such materials as prospectuses, statements of additional
information, supplements to prospectuses and statements of additional
information, periodic reports, communications, and proxy materials (including
proxy statements and proxy cards) relating to the Company or the Portfolio and
the processing, including tabulation, of the results of voting instruction and
proxy solicitations;

(n) the fees and expenses involved in the preparation of all reports as
required by federal or state law;

(o) postage;

(p) extraordinary or non-recurring expenses, such as legal claims and
liabilities and litigation costs and indemnification payments by the Company
in connection therewith;

(q) trade association dues for the Investment Company Institute or
similar organizations; and

(r) the cost of the fidelity bond required by Rule 17g-1 under the Act,
and any errors and omissions or other liability insurance premiums covering
the Directors, officers, and employees.

4. COMPENSATION OF THE ADVISOR.

As compensation to the Advisor for services rendered and facilities
furnished hereunder, the Company shall pay the Advisor a fee in the amount and
manner set forth in Schedule A. The fee shall be reduced by any tender
solicitation fees received by the Advisor, or any affiliated person of the
Advisor, in connection with the tender of investments of any Portfolio or any
similar payments (less any direct expenses incurred by the Advisor, or any
affiliated person of the Advisor, in connection with such fees or payments).

5. ACTIVITIES OF THE ADVISOR.

The services of the Advisor to the Company under this Agreement are not
exclusive, and the Advisor and any of its affiliates shall be free to render
similar services to others, so long as its services hereunder are not impaired
thereby. Subject to and in accordance with the Company's Articles, by-laws,
the Articles of Incorporation and By-Laws of the Adviser, and any applicable
requirements of the Act, it is understood that Directors, officers, agents and
shareholders of the Company are or may be interested persons of the Advisor or
its affiliates as directors, officers, agents, or stockholders, or otherwise;
that directors, officers, agents, or stockholders, of the Advisor or its
affiliates are or may be interested persons of the Company as Directors,
officers, agents, shareholders or otherwise; that the Advisor or its
affiliates may be interested in the

7
<PAGE>

Company as shareholders or otherwise; and the effect of such interest shall be
governed by the Act.

6. LIABILITIES OF THE ADVISOR.

The Advisor shall indemnify and hold harmless the Company and each of its
Directors and officers (or former Directors and officers) and each person, if
any, who controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, "Indemnitees") from all loss, cost, liability, claim, damage,
or expense (including the reasonable cost of investigating and defending
against the same and any counsel fees reasonably incurred in connection
therewith) incurred by any Indemnitees under the 1933 Act or under common law
or otherwise which arise out of or are based upon or are a result of (i) the
Advisor's willful misfeasance, bad faith, or negligence in the performance of
its duties, or (ii) the reckless disregard of its obligations and duties under
this Agreement, or that of its officers, agents, and employees, in the
performance of this Agreement, or (iii) the failure at any time of any
Portfolio to operate as a regulated investment company in compliance with
Subchapter M of the Internal Revenue Code.

In case any action shall be brought against any Indemnitee, the Advisor
shall not be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against any Indemnitee, unless the Indemnitee
shall have notified the Advisor in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon the Indemnitee (or after the Indemnitee
shall have received notice of such service on any designated agent), but
failure to notify the Advisor of any such claim shall not relieve it from
liability to the Indemnitees against whom such action is brought otherwise
than on account of this Section 6. The Advisor shall be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if the
Advisor elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to the Indemnitees that are defendants
in the suit. In the event the Advisor elects to assume the defense of any such
suit and retain such counsel, the Indemnitees that are defendants in the suit
shall bear the fees and expenses of any additional counsel retained by them,
but, in case the Advisor does not elect to assume the defense of any such
suit, the Advisor will reimburse the Indemnitees that are defendants in the
suit for the reasonable fees and expenses of any counsel retained by them. The
Advisor shall promptly notify the Company of the commencement of any
litigation or proceedings in connection with the issuance or sales of the
shares

7. TERM AND TERMINATION.

(a) TERM. This Agreement shall become effective with respect to each
Portfolio on the date hereof, or, with respect to any Portfolio subsequently
included on Schedule A ("additional Portfolio"), on the date the Schedule is
amended to include such Portfolio. Unless terminated as herein provided, this
Agreement shall remain in full force and effect until _____________, 1999

<PAGE>

with respect to each Portfolio and, with respect to each additional Portfolio,
until two years following the date on which such Portfolio becomes a Portfolio
hereunder, and shall continue in full force and effect thereafter with respect
to each Portfolio so long as such continuance with respect to the Portfolio is
approved at least annually (a) by either the Directors of the Company or by
vote of a majority of the outstanding voting securities of the Portfolio, and
(b) in either event by the vote of a majority of the Directors of the Company
who are not parties to this Agreement or "interested persons" of any such
party, cast in person at a meeting called for the purpose of voting on such
approval. Notwithstanding the foregoing, the Directors may, from time to time,
establish a new effective date for the continuance of this Agreement with
respect to any Portfolio and/or additional Portfolio; provided, that such new
effective date precedes the then current termination date of the Agreement.
Any approval of this Agreement by the holders of a majority of the outstanding
voting securities of any Portfolio shall be effective to continue this
Agreement with respect to that Portfolio notwithstanding (i) that this
Agreement has not been approved by the vote of a majority of the outstanding
voting securities of any other Portfolio affected thereby, and (ii) that this
Agreement has not been approved by the vote of a majority of the outstanding
voting securities of the Company, unless such approval shall be required by
any other applicable law or otherwise.

(b) TERMINATION. This Agreement:

(i) may at any time be terminated with respect to any Portfolio
without the payment of any penalty either by vote of the Board
or by vote of a majority of the outstanding voting securities
of such Portfolio, on 60 days' written notice to the Advisor;

(ii) shall automatically and immediately terminate in the event of
its assignment; and

(iii) may be terminated with respect to any Portfolio by the Advisor
on 60 days' written notice to the Company.

As used in this Section 7, the terms "assignment", "interested persons" and
"vote of a majority of the outstanding voting securities" shall have the
meanings set forth for any such terms in the Act.

8. NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at any office
of such party.

9. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the date first written above.

MONUMENT SERIES FUND, INC.

By:____________________________

ATTEST

By:________________________________

MONUMENT ADVISORS, LTD.

By:____________________________

ATTEST

By:________________________________

<PAGE>

SCHEDULE A

This schedule is an integral part of the Agreement to which it is
attached. Capitalized terms used herein have the same meaning as given to them
in the Agreement, except as otherwise noted. This schedule sets out the names
of the Portfolios covered by the Agreement and the compensation of the Advisor
for services rendered and facilities furnished with respect thereto.

The Company shall pay the Advisor, as full compensation for all services
rendered and all facilities furnished under the Agreement, an annual fee,
payable at the end of each calendar month, determined by applying the annual
rates set out below to the average daily net assets of each Portfolio named
below. The average daily net asset value of the Portfolios shall be determined
in the manner set forth in the Company's Articles and registration statement
under the 1933 Act, as amended from time to time.

<TABLE>
PORTFOLIO: WASHINGTON AREA GROWTH FUND

<CAPTION>
ADVISORY FEE:

NET ASSETS ANNUAL RATES
<S> <C>
First $50,000,000 1.00%
Next $50,000,000 0.75%
Over $100,000,000 0.625%
</TABLE>

<TABLE>
PORTFOLIO: WASHINGTON AREA AGGRESSIVE GROWTH FUND

<CAPTION>
ADVISORY FEE:

NET ASSETS ANNUAL RATES
<S> <C>
First $50,000,000 1.00%
Next $50,000,000 0.75%
Over $100,000,000 0.625%
</TABLE>

Adopted: ___________, 1997
Last Amended: Not applicable

EXHIBIT 6

FORM OF
DISTRIBUTION AGREEMENT

Distribution Agreement ("Agreement") made this ______ day of ________,
1997, by and between Monument Series Fund, Inc., a Maryland corporation (the
"Company"), on behalf of each of its Portfolios (as hereinafter defined), and
Monument Distributors, Inc., a Maryland corporation ("Distributors")
(collectively, the "Parties").

WHEREAS, the Company is registered and intends to operate as an open-end,
management investment company under the Investment Company Act of 1940 (the
"Act"), and will register shares of each series of shares listed on Schedule A
hereto, as the Parties may amend in writing from time to time (each, a
"Portfolio"; collectively, the "Portfolios"), under the Securities Act of 1933
(the "1933 Act"), to the extent required thereby; and

WHEREAS, Distributors, a broker-dealer registered under the Securities
Exchange Act of 1934 ("1934 Act") and a member of the National Association of
Securities Dealers, Inc. ("NASD"), desires to act as the exclusive principal
underwriter of the shares of each Portfolio.

NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the Parties agree as follows:

1. APPOINTMENT OF UNDERWRITER.

The Company, on behalf of each Portfolio, hereby appoints Distributors as
the exclusive principal underwriter and distributor for the sale of the shares
of each Portfolio (except for sales made directly by the Company without sales
charge) and Distributors hereby accepts such appointment.

2. SALE OF PORTFOLIO SHARES.

2.1 AVAILABILITY OF SHARES. The Company, on behalf of each Portfolio,
agrees to deliver such shares as Distributors may sell, in accordance with the
terms and conditions set forth herein and the disclosure in the Company's
registration statement, as amended from time to time ("Registration
Statement").

2.2 BEST EFFORTS. Distributors agrees to use its best efforts to promote
the sale of each Portfolio's shares, but is not obligated to sell any specific
number of shares.

<PAGE>

2.3 REJECTION OR SUSPENSION OF SALES; CORPORATE ACTIONS. Notwithstanding
anything herein to the contrary:

(a) Distributors may temporarily suspend its efforts to effectuate
sales of any Portfolio at any time when in its opinion no sales should be
made because of market or other economic considerations or abnormal
circumstances of any kind; and

(b) the Company's Board of Directors ("Board") may, at any time,
reject for any reason any order to purchase shares of any Portfolio. In
addition, the Board may suspend or terminate the offering of shares of
any Portfolio, if such action is required by law, judicial order, or by
regulatory authorities having jurisdiction, or if the Board, in its sole
discretion, acting in good faith and in light of its fiduciary duties
under applicable law, determines that such action is in the best
interests of the shareholders of a Portfolio. Further, the Company
reserves the right at all times to take any corporate actions, including,
but not limited to, the dissolution, merger, and sale of the assets of
each Portfolio, solely upon the authorization of its Board.

2.4 OFFERING PRICE. Distributors shall offer the shares of each
Portfolio for sale at the net asset value per share plus a sales charge, if
any, all as described in the Company's then effective prospectus and statement
of additional information, as each may be amended or supplemented from time to
time (collectively, "Prospectus"). On each business day on which the Company
is required by Rule 22c-1 under the Act to calculate the net asset value per
share of each Portfolio ("Business Day"), the Company shall furnish, or cause
to be furnished, to Distributors each Portfolio's then current net asset value
per share.

2.5 MANNER OF OFFERING. Distributors shall offer the shares of each
Portfolio for sale in the manner described in the Company's Prospectus, and
only in those jurisdictions where they have been properly registered or
qualified, or are exempt from registration.

2.6 SALES COMMISSIONS: INITIAL SALES CHARGE. Distributors shall be
entitled to a commission on the sale of the shares of each Portfolio in
accordance with Schedule A hereto, as the Parties may amend in writing from
time to time ("Schedule A").

2.7 ORDER AND PAYMENT PROCESSING. Distributors shall immediately
transmit any order to purchase shares of a Portfolio to the Company's transfer
agent ("Transfer Agent"), and shall immediately pay, or cause to be paid, to
the Company's custodian ("Custodian"), for the Company's account on behalf of
a Portfolio, an amount in cash equal to the net asset value of such shares. In
the event that Distributors pays for shares of each Portfolio sold by
Distributors prior to Distributor's receipt of payment from purchasers,
Distributors is hereby authorized to reimburse itself for the net asset value
of such shares from the offering price of such shares when received by
Distributors. Distributors shall accept orders for the purchase of shares of
each Portfolio only to the extent of purchase orders actually received and not
in excess of such orders. Distributors shall not avail itself of any
opportunity of making a profit by expediting or withholding orders.

<PAGE>

2.8 PURCHASES FOR OWN ACCOUNT. Distributors shall not purchase shares
for its own account for purposes of resale to the public. Distributors may
purchase such shares for its own investment account upon its written assurance
to the Company that the purchase is for investment purposes only and that such
shares will not be resold except through redemption by the Company.

2.9 SALE OF SHARES TO AFFILIATES. Distributors may sell shares of each
Portfolio at net asset value to certain of its and the Company's affiliated
persons pursuant to the provisions of applicable law, including Rule 22d-1
under the Act, and in accordance with the disclosure in the Company's
Prospectus.

2.10 SELLING GROUP AGREEMENTS. Distributors may, from time to time,
effect offers and sales of the shares of each Portfolio through unaffiliated
broker-dealers that are registered under the 1934 Act, that are members of the
NASD, and that have entered into an appropriate selling group agreement with
Distributors, the form of which agreement shall be approved by the Company
prior to its implementation. Distributors may allow these broker-dealers such
commissions or discounts not exceeding the total sales commission set forth in
Schedule A, as it shall deem advisable, so long as any such commissions or
discounts are set forth in the Company's Prospectus to the extent required by
applicable law.

3. REDEMPTION OF PORTFOLIO SHARES.

3.1 RECEIPT OF REDEMPTION REQUESTS. Distributors shall promptly forward
any redemption request to the Company's Transfer Agent each Business Day.

3.2 CASH REDEMPTIONS. Subject to paragraph 3.3, below, the Company shall
effect any redemption request for full or fractional shares of each Portfolio
in cash at the net asset value per share next computed on each Business Day,
adjusted for a deferred sales charge, if any.

3.3 REDEMPTIONS IN KIND. Notwithstanding anything herein to the
contrary, subject to compliance with the provisions of Section 18(f) of the
Act, the Company reserves the right to effect all or a portion of a redemption
request for shares of each Portfolio by payment in kind of portfolio
securities, if the Company's Board determines that it would be detrimental to
the best interests of the shareholders of a Portfolio to make a redemption
wholly in cash.

3.4 SALES COMMISSIONS: DEFERRED SALES CHARGE. Distributors shall be
entitled to a sales commission upon the redemption of the shares of each
Portfolio in accordance with Schedule A.

3.5 DELAY IN PAYMENT OF REDEMPTION PROCEEDS; SUSPENSION OF REDEMPTION.
The Company, on behalf of each Portfolio, shall have the right to delay the
payment of redemption proceeds, and to suspend the redemption of shares of the
Portfolio, pursuant to the conditions set forth in the Prospectus.

<PAGE>

4. ALLOCATION OF EXPENSES.

Except as set forth herein, each Party shall bear all expenses of
fulfilling its duties and obligations under this Agreement; provided, however,
that Distributors shall bear the expenses of any activity that may be
attributable to the Company or a Portfolio as primarily intended to result in
the sale of Portfolio shares.

5. MARKETING MATERIALS.

5.1 PREPARATION, PRINTING, AND DISTRIBUTION. Distributors shall have the
responsibility for preparing, printing, and distributing, at its sole cost,
all marketing materials to be used in connection with the offer and sale of
the shares of each Portfolio. As used herein, "marketing materials" shall mean
any "advertisement" or "sales literature," as those terms are defined in
Section 2210(a) of the NASD's Conduct Rules, as amended from time to time, and
shall include any so-called "dealer only" materials, as well as any
Prospectuses, periodic reports to shareholders ("Reports"), and other
materials sent to persons other than the then current shareholders of each
Portfolio (except that the Company shall bear the cost of preparing any
Prospectuses, Reports, and other materials specified in paragraph 6.3, below).

5.2 COMPANY APPROVAL. Distributors shall submit definitive copies of all
marketing materials to the Company for its approval, which shall not be
unreasonably withheld, at least five (5) business days prior to their first
use. The Company shall be deemed to have granted its approval of such
marketing materials unless it objects within such five (5) business day
period.

5.3 REGULATORY APPROVALS. Distributors shall, to the extent required,
file in a timely manner all marketing materials with the NASD, the Securities
and Exchange Commission ("SEC"), or any other regulatory body, as appropriate,
and shall obtain any necessary approval of these regulatory bodies of any
marketing materials.

6. NON-MARKETING MATERIALS.

6.1 SHAREHOLDER CORRESPONDENCE. Distributors shall be responsible for
preparing, printing, and distributing, at its sole cost, or causing the same
to be done, all correspondence with shareholders in its capacity as principal
underwriter, except for correspondence prepared, printed, and distributed by
Distributors at the Company's request. Distributors shall, from time to time,
make such correspondence available to the Company for review upon request.

6.2 CONFIRMATIONS. Distributors, at its sole cost, shall be responsible
for preparing, printing, and distributing in a timely manner, or causing the
same to be done, confirmations of shareholder transactions required to be
delivered to shareholders pursuant to applicable law. Notwithstanding the
foregoing, the Company may retain the services of a transfer agent, which
services may include the delivery of confirmations of shareholder
transactions.

<PAGE>

6.3 PROSPECTUSES, REPORTS, ETC. The Company, at its sole cost, shall be
responsible for preparing, printing, and distributing, or causing the same to
be done, all Prospectuses, Reports, proxy materials, and other documents
required by applicable law to be provided to shareholders of each Portfolio,
and for filing such materials with the NASD, SEC or any other regulatory body,
as appropriate, and shall obtain any necessary approval of these regulatory
bodies of these materials.

6.4 DISTRIBUTORS APPROVAL. The Company shall provide Distributors with
definitive copies of all documents enumerated in paragraph 6.3 above for
Distributors' prior approval, which shall not be unreasonably withheld at
least five (5) business days prior to their first use. Distributors shall be
deemed to have granted its approval of such materials unless it objects within
such five (5) business day period.

7. CONDUCT OF BUSINESS.

7.1 GENERAL. Distributors shall be subject to the direction and control
of the Company in the sale of the shares of each Portfolio. In selling
Portfolio shares, Distributors shall comply in all respects with the
requirements of all federal and state laws and regulations and the regulations
of the NASD, relating to the sale of the shares of each Portfolio. Neither
Distributors nor any other person is authorized by the Company to give any
information or to make any representations, other than those contained in the
Company's Registration Statement or Prospectus, and any marketing materials
authorized by responsible officers of the Company.

7.2 INDEPENDENT CONTRACTOR. Distributors shall undertake and discharge
its obligations hereunder as an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Company or any Portfolio in any way and shall not be deemed to
be an employee of the Company.

7.3 NON-EXCLUSIVE SERVICES. Distributors' services pursuant to this
Agreement shall not be deemed to be exclusive, and Distributors may render
similar services and act as an underwriter, distributor or dealer for other
investment companies in the offering of their shares, consistent with the best
efforts obligations to each Portfolio set forth herein.

8. INDEMNIFICATION.

8.1 GENERAL. Distributors shall indemnify and hold harmless the Company
and each of its Directors and officers (or former Directors and officers) and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act (collectively, "Indemnitees") against any loss, liability,
claim, damage, or expense (including the reasonable cost of investigating and
defending against the same and any counsel fees reasonably incurred in
connection therewith) incurred by any Indemnitee under the 1933 Act or under
common law or otherwise, which arise out of or are based upon:

<PAGE>

(a) any untrue or alleged untrue statement of a material fact
contained in information furnished to the Company by Distributors for use
in the Company's Registration Statement, Prospectus, Reports or other
documents sent to its shareholders,

(b) any omission or alleged omission to state a material fact in
connection with information furnished to the Company by Distributors for
use in the Company's Registration Statement, Prospectus, Reports or other
documents sent to its shareholders, which fact is required to be stated
in any of such documents or necessary to make such information not
misleading,

(c) any misrepresentation or omission or alleged misrepresentation
or omission to state a material fact on the part of Distributors or any
agent or employee of Distributors or any other person for whose acts
Distributors is responsible, unless such misrepresentation or omission or
alleged misrepresentation or omission was made in reliance on written
information furnished by the Company, or

(d) the willful misconduct or failure to exercise reasonable care
and diligence on the part of Distributors or any agent or employee of
Distributors or any other person for whose acts Distributors is
responsible with respect to services rendered under this Agreement. This
indemnity provision, however, shall not operate to protect any officer or
Director of the Company from any liability to the Company or any
shareholder by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of his or her duties.

8.2 LIMITATIONS; NOTICE OF CLAIM; ASSUMPTION OF DEFENSE. In case any
action shall be brought against any Indemnitee, Distributors shall not be
liable under its indemnity agreement contained in paragraph 8.1, above, with
respect to any claim made against any Indemnitee, unless the Indemnitee shall
have notified Distributors in writing within a reasonable time after the
summons or other first legal process giving information of the nature of the
claim shall have been served upon the Indemnitee (or after the Indemnitee
shall have received notice of such service on any designated agent), but
failure to notify Distributors of any such claim shall not relieve it from
liability to the Indemnitees against whom such action is brought otherwise
than on account of paragraph 8.1, above. Distributors shall be entitled to
participate at its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any such liability, but if
Distributors elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to the Indemnitees that are defendants
in the suit. In the event Distributors elects to assume the defense of any
such suit and retain such counsel, the Indemnitees that are defendants in the
suit shall bear the fees and expenses of any additional counsel retained by
them, but, in case Distributors does not elect to assume the defense of any
such suit, Distributors will reimburse the Indemnitees that are defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.
Distributors shall promptly notify the Company of the commencement of any
litigation or proceedings in connection with the issuance or sales of the
Company's shares.

<PAGE>

9. TERM AND TERMINATION.

9.1 TERM. This Agreement shall become effective as of the date first
above written and shall remain in force until ____________, 1999, and
thereafter, but only so long as such continuance is specifically approved at
least annually by (i) the Board of Directors, or by the vote of a majority of
the outstanding voting securities of each Portfolio, cast in person or by
proxy, and (ii) a majority of those Directors who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval. Notwithstanding the
foregoing, the Board of Directors may, from time to time, establish a new
effective date for the continuance of this Agreement with respect to any
Portfolio, provided that such new effective date precedes the then current
termination date of this Agreement.

9.2 TERMINATION. This Agreement may be terminated at any time without
the payment of any penalty, by the Board of Directors, by vote of a majority
of the outstanding voting securities of a Portfolio, or by Distributors on
sixty days' written notice to the other party. This Agreement shall
automatically terminate in the event of its assignment.

10. DEFINITIONS.

As used herein the terms "net asset value," "offering price," "investment
company," "open-end management investment company," "assignment," "principal
underwriter," "interested person," "affiliated person," and "majority of the
outstanding voting securities" shall have the meanings set forth in the 1933
Act or the Act, and the rules and regulations thereunder. Nothing herein
contained shall require the Company to take any action contrary to any
provision of its Articles of Incorporation, By-Laws, or any applicable statute
or regulation.

11. NOTICES.

Any notice under this Agreement shall be in writing, addressed and
delivered, or mailed postage prepaid, to the other party at such address as
the other party may designate for the receipt of notices. Until further notice
to the other party, it is agreed that the address of both the Company and
Distributors shall be 8377 Cherry Lane, Laurel, Maryland 20707.

12. CONFIDENTIALITY.

Distributors shall not disclose or use any records or information
obtained pursuant to this Agreement, pursuant to its relationship with the
Company, or in the course of discharging its obligations hereunder, in any
manner whatsoever except as expressly authorized by this Agreement or in a
writing by the Company, or as expressly required by applicable federal or
state regulatory authorities.

<PAGE>

13. APPLICABLE LAW.

This Agreement shall be governed by the laws of the state of Maryland,
without giving effect to the conflict of laws provisions thereof, and shall be
construed to promote the operation of the Company as an open-end management
investment company.

14. PARTIES TO COOPERATE.

The Company and Distributors agree to fully cooperate with each other in
assuring compliance under this Agreement with all federal and state laws and
regulations.

---------------------------------

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
as of the date first written above.

THE MONUMENT SERIES FUND, INC.

By:___________________________________

Attest: ____________________________

MONUMENT DISTRIBUTORS, INC.

By:___________________________________

Attest: ____________________________

<PAGE>

SCHEDULE A

This Schedule A is an integral part of the Agreement to which it is
attached. Capitalized terms used herein have the same meaning as given to them
in the Agreement, except as otherwise noted. This Schedule A sets out the
names of the Portfolios covered by the Agreement and the compensation of
Distributors for the services rendered with respect thereto.

NAMES OF PORTFOLIOS
-------------------
Washington Area Growth Fund
Washington Area Aggressive Growth Fund

COMPENSATION

For its services rendered pursuant to the Agreement, Distributors shall
be entitled to receive, as full compensation therefor, the following sales
commissions (subject to any scheduled variations or eliminations of commission
as set forth in the Company's Prospectus):

<TABLE>
INITIAL SALES CHARGE (as a percentage of offering price)
<S> <C>
o applicable to purchase payments through $50,000............................ 1.25%

o applicable to purchase payments greater than $50,000 through $100,000...... 1.00%

o applicable to purchase payments greater than $100,000 through $1 million... 0.75%

o applicable to purchase payments greater than $1 million.................... 0.50%

DEFERRED SALES CHARGE (as a percentage of offering price)
o applicable to shares held for less than 12 months......................... 1.25%
</TABLE>

If shares of a Portfolio are tendered to the Company for redemption or
repurchase within seven (7) business days after Distributors' acceptance of
the original purchase order for such shares, Distributors shall immediately
return to the Company the full sales commission (net of any allowances to
brokers or dealers) allowed to Distributors on the original sale, and shall
promptly, upon receipt thereof, pay to the Company any reallowance from
brokers or dealers of the balance of the sales commission reallowed by
Distributors. The Company shall notify Distributors of such tender for
redemption within 10 days of the day on which the Company receives notice of
such tender for redemption.

EXHIBIT 8

FORM OF
CUSTODY AND INVESTMENT ACCOUNTING AGREEMENT

THIS AGREEMENT made the _____ day of _______________, 1997, by and
between INVESTORS FIDUCIARY TRUST COMPANY, a trust company chartered under the
laws of the state of Missouri, having its trust office located at l27 West
10th Street, Kansas City, Missouri 64105 ("Custodian"), and MONUMENT SERIES
FUND, INC. a ______________________________ corporation, having its principal
office and place of business at ("Fund"). ----------------------
WITNESSETH:
WHEREAS, Fund desires to appoint Investors Fiduciary Trust Company as
custodian of the securities and monies of Fund's investment portfolio and as
its agent to perform certain investment accounting and recordkeeping
functions; and WHEREAS, Investors Fiduciary Trust Company is willing to accept
such appointment; NOW THEREFORE, for and in consideration of the mutual
promises contained herein, the parties hereto, intending to be legally bound,
mutually covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN. Fund hereby constitutes and appoints Custodian
as:
A. Custodian of the securities and monies at any time owned by the
Fund; and
B. Agent to perform certain accounting and recordkeeping functions
relating to portfolio transactions required of a duly registered
investment company under Rule 31a of the Investment Company Act of
1940 (the "1940 Act") and to calculate the net asset value of the
Fund.
2. REPRESENTATIONS AND WARRANTIES.
A. Fund hereby represents, warrants and acknowledges to Custodian:
1. That it is a corporation or trust (as specified above) duly
organized and existing and in good standing under the laws of
its state of organization, and that it is registered under the
1940 Act; and

<PAGE>

2. That it has the requisite power and authority under applicable
law, its articles of incorporation and its bylaws to enter into
this Agreement; that it has taken all requisite action
necessary to appoint Custodian as custodian and investment
accounting and recordkeeping agent for the Fund; that this
Agreement has been duly executed and delivered by Fund; and
that this Agreement constitutes a legal, valid and binding
obligation of Fund, enforceable in accordance with its terms.
B. Custodian hereby represents, warrants and acknowledges to Fund:
1. That it is a trust company duly organized and existing and in
good standing under the laws of the State of Missouri; and
2. That it has the requisite power and authority under applicable
law, its charter and its bylaws to enter into and perform this
Agreement; that this Agreement has been duly executed and
delivered by Custodian; and that this Agreement constitutes a
legal, valid and binding obligation of Custodian, enforceable
in accordance with its terms.
3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
A. DELIVERY OF ASSETS
Except as permitted by the 1940 Act, Fund will deliver or cause to
be delivered to Custodian on the effective date of this Agreement,
or as soon thereafter as practicable, and from time to time
thereafter, all portfolio securities acquired by it and monies then
owned by it or from time to time coming into its possession during
the time this Agreement shall continue in effect. Custodian shall
have no responsibility or liability whatsoever for or on account of
securities or monies not so delivered.
B. DELIVERY OF ACCOUNTS AND RECORDS
Fund shall turn over or cause to be turned over to Custodian all of
the Fund's relevant accounts and records previously maintained.
Custodian shall be entitled to rely conclusively on the completeness
and correctness of the accounts and records turned over to it, and
Fund shall indemnify and hold Custodian harmless

<PAGE>

of and from any and all expenses, damages and losses whatsoever
arising out of or in connection with any error, omission, inaccuracy
or other deficiency of such accounts and records or in the failure
of Fund to provide, or to provide in a timely manner, any accounts,
records or information needed by the Custodian to perform its
functions hereunder.
C. DELIVERY OF ASSETS TO THIRD PARTIES
Custodian will receive delivery of and keep safely the assets of
Fund delivered to it from time to time segregated in a separate
account, and if Fund is comprised of more than one portfolio of
investment securities (each a "Portfolio") Custodian shall keep the
assets of each Portfolio segregated in a separate account. Custodian
will not deliver, assign, pledge or hypothecate any such assets to
any person except as permitted by the provisions of this Agreement
or any agreement executed by it according to the terms of Section
3.S. of this Agreement. Upon delivery of any such assets to a
subcustodian pursuant to Section 3.S. of this Agreement, Custodian
will create and maintain records identifying those assets which have
been delivered to the subcustodian as belonging to the Fund, by
Portfolio if applicable. The Custodian is responsible for the
safekeeping of the securities and monies of Fund only until they
have been transmitted to and received by other persons as permitted
under the terms of this Agreement, except for securities and monies
transmitted to subcustodians appointed under Section 3.S. of this
Agreement, for which Custodian remains responsible to the extent
provided in Section 3.S. hereof. Custodian may participate directly
or indirectly through a subcustodian in the Depository Trust Company
(DTC), Treasury/Federal Reserve Book Entry System (Fed System),
Participant Trust Company (PTC) or other depository approved by the
Fund (as such entities are defined at 17 CFR Section 270.17f-4(b))
(each a "Depository" and collectively, the "Depositories").
D. REGISTRATION OF SECURITIES
The Custodian shall at all times hold registered securities of the
Fund in the name

<PAGE>

of the Custodian, the Fund, or a nominee of either of them, unless
specifically directed by instructions to hold such registered
securities in so-called "street name," provided that, in any event,
all such securities and other assets shall be held in an account of
the Custodian containing only assets of the Fund, or only assets
held by the Custodian as a fiduciary or custodian for customers, and
provided further, that the records of the Custodian at all times
shall indicate the Fund or other customer for which such securities
and other assets are held in such account and the respective
interests therein. If, however, the Fund directs the Custodian to
maintain securities in "street name", notwithstanding anything
contained herein to the contrary, the Custodian shall be obligated
only to utilize its best efforts to timely collect income due the
Fund on such securities and to notify the Fund of relevant corporate
actions including, without limitation, pendency of calls,
maturities, tender or exchange offers. All securities, and the
ownership thereof by Fund, which are held by Custodian hereunder,
however, shall at all times be identifiable on the records of the
Custodian. The Fund agrees to hold Custodian and its nominee
harmless for any liability as a shareholder of record of securities
held in custody.
E. EXCHANGE OF SECURITIES
Upon receipt of instructions as defined herein in Section 4.A,
Custodian will exchange, or cause to be exchanged, portfolio
securities held by it for the account of Fund for other securities
or cash issued or paid in connection with any reorganization,
recapitalization, merger, consolidation, split-up of shares, change
of par value, conversion or otherwise, and will deposit any such
securities in accordance with the terms of any reorganization or
protective plan. Without instructions, Custodian is authorized to
exchange securities held by it in temporary form for securities in
definitive form, to effect an exchange of shares when the par value
of the stock is changed, and, upon receiving payment therefor, to
surrender bonds or other securities held by it at maturity or when
advised of earlier call for redemption, except that Custodian shall
receive instructions prior to

<PAGE>

surrendering any convertible security.
F. PURCHASES OF INVESTMENTS OF THE FUND - OTHER THAN OPTIONS AND
FUTURES
Fund will, on each business day on which a purchase of securities
(other than options and futures) shall be made by it, deliver to
Custodian instructions which shall specify with respect to each such
purchase:
1. If applicable, the name of the Portfolio making such purchase;
2. The name of the issuer and description of the security;
3. The number of shares and the principal amount purchased, and
accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage commission, taxes
and other expenses payable in connection with the purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker or dealer
through whom the purchase was made; and
9. Whether the security is to be received in certificated form or
via a specified Depository.
In accordance with such instructions, Custodian will pay for out of
monies held for the account of Fund, but only insofar as such monies
are available for such purpose, and receive the portfolio securities
so purchased by or for the account of Fund, except that Custodian
may in its sole discretion advance funds to the Fund which may
result in an overdraft because the monies held by the Custodian on
behalf of the Fund are insufficient to pay the total amount payable
upon such purchase. Except as otherwise instructed by Fund, such
payment shall be made by the Custodian only upon receipt of
securities: (a) by the Custodian; (b) by a clearing corporation of a
national exchange of which the Custodian is a member; or (c) by a
Depository. Notwithstanding the foregoing, (i) in the case of a
repurchase agreement, the Custodian may release funds to a
Depository prior to

<PAGE>

the receipt of advice from the Depository that the securities
underlying such repurchase agreement have been transferred by
book-entry into the account maintained with such Depository by the
Custodian, on behalf of its customers, provided that the Custodian's
instructions to the Depository require that the Depository make
payment of such funds only upon transfer by book-entry of the
securities underlying the repurchase agreement in such account; (ii)
in the case of time deposits, call account deposits, currency
deposits and other deposits, foreign exchange transactions, futures
contracts or options, the Custodian may make payment therefor before
receipt of an advice or confirmation evidencing said deposit or
entry into such transaction; and (iii) in the case of the purchase
of securities, the settlement of which occurs outside of the United
States of America, the Custodian may make, or cause a subcustodian
appointed pursuant to Section 3.S.2. of this Agreement to make,
payment therefor in accordance with generally accepted local custom
and market practice.
G. SALES AND DELIVERIES OF INVESTMENTS OF THE FUND - Other Than Options
and Futures Fund will, on each business day on which a sale of
investment securities (other than options and futures) of Fund has
been made, deliver to Custodian instructions specifying with respect
to each such sale:
1. If applicable, the name of the Portfolio making such sale;
2. The name of the issuer and description of the securities;
3. The number of shares and principal amount sold, and accrued
interest, if any;
4. The date on which the securities sold were purchased or other
information identifying the securities sold and to be
delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission, taxes or
other expenses payable in connection with such sale;
8. The total amount to be received by Fund upon such sale; and

<PAGE>

9. The name and address of the broker or dealer through whom or
person to whom the sale was made.
In accordance with such instructions, Custodian will deliver or
cause to be delivered the securities thus designated as sold for the
account of Fund to the broker or other person specified in the
instructions relating to such sale. Except as otherwise instructed
by Fund, such delivery shall be made upon receipt of: (a) payment
therefor in such form as is satisfactory to the Custodian; (b)
credit to the account of the Custodian with a clearing corporation
of a national securities exchange of which the Custodian is a
member; or (c) credit to the account of the Custodian, on behalf of
its customers, with a Depository. Notwithstanding the foregoing: (i)
in the case of securities held in physical form, such securities
shall be delivered in accordance with "street delivery custom" to a
broker or its clearing agent; or (ii) in the case of the sale of
securities, the settlement of which occurs outside of the United
States of America, the Custodian may make, or cause a subcustodian
appointed pursuant to Section 3.S.2. of this Agreement to make, such
delivery upon payment therefor in accordance with generally accepted
local custom and market practice.

H. PURCHASES OR SALES OF OPTIONS AND FUTURES Fund will, on each
business day on which a purchase or sale of the following options
and/or futures shall be made by it, deliver to Custodian
instructions which shall specify with respect to each such purchase
or sale:
1. If applicable, the name of the Portfolio making such purchase
or sale;
2. Security Options
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an opening, exercising,
expiring or

<PAGE>
closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded; and
j. Name and address of the broker or dealer through whom the
sale or purchase was made.
3. Options on Indices
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising,
expiring or closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased; and
j. The name and address of the broker or dealer through whom
the sale or purchase was made, or other applicable
settlement instructions.
4. Security Index Futures Contracts
a. The last trading date specified in the contract and, when
available, the closing level, thereof;
b. The index level on the date the contract is entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in addition to
instructions, and if not already in the possession of
Custodian, Fund shall deliver a substantially complete and
executed custodial

<PAGE>

safekeeping account and procedural agreement which shall
be incorporated by reference into this Custody Agreement);
and
f. The name and address of the futures commission merchant
through whom the sale or purchase was made, or other
applicable settlement instructions.
5. Options on Index Future Contracts
a. The underlying index future contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.
I. SECURITIES PLEDGED OR LOANED
If specifically allowed for in the prospectus of Fund, and subject
to such additional terms and conditions as Custodian may require:
1. Upon receipt of instructions, Custodian will release or cause
to be released securities held in custody to the pledgee
designated in such instructions by way of pledge or
hypothecation to secure any loan incurred by Fund; provided,
however, that the securities shall be released only upon
payment to Custodian of the monies borrowed, except that in
cases where additional collateral is required to secure a
borrowing already made, further securities may be released or
caused to be released for that purpose upon receipt of
instructions. Upon receipt of instructions, Custodian will pay,
but only from funds available for such purpose, any such loan
upon redelivery to it of the securities pledged or hypothecated
therefor and upon

<PAGE>

surrender of the note or notes evidencing such loan.
2. Upon receipt of instructions, Custodian will release securities
held in custody to the borrower designated in such
instructions; provided, however, that the securities will be
released only upon deposit with Custodian of full cash
collateral as specified in such instructions, and that Fund
will retain the right to any dividends, interest or
distribution on such loaned securities. Upon receipt of
instructions and the loaned securities, Custodian will release
the cash collateral to the borrower.
J. ROUTINE MATTERS
Custodian will, in general, attend to all routine and mechanical
matters in connection with the sale, exchange, substitution,
purchase, transfer, or other dealings with securities or other
property of Fund except as may be otherwise provided in this
Agreement or directed from time to time by the Fund in writing.
K. DEPOSIT ACCOUNTS
Custodian will open and maintain one or more special purpose deposit
accounts in the name of Custodian ("Accounts"), subject only to
draft or order by Custodian upon receipt of instructions. All monies
received by Custodian from or for the account of Fund shall be
deposited in said Accounts. Barring events not in the control of the
Custodian such as strikes, lockouts or labor disputes, riots, war or
equipment or transmission failure or damage, fire, flood, earthquake
or other natural disaster, action or inaction of governmental
authority or other causes beyond its control, at 9:00 a.m., Kansas
City time, on the second business day after deposit of any check
into an Account, Custodian agrees to make Fed Funds available to the
Fund in the amount of the check. Deposits made by Federal Reserve
wire will be available to the Fund immediately and ACH wires will be
available to the Fund on the next business day. Income earned on the
portfolio securities will be credited to the Fund based on the
schedule attached as Exhibit A. The Custodian will be entitled to
reverse any credited amounts where credits have been made and monies
are not finally collected. If monies are collected after

<PAGE>

such reversal, the Custodian will credit the Fund in that amount.
Custodian may open and maintain Accounts in such banks or trust
companies as may be designated by it or by Fund in writing, all such
Accounts, however, to be in the name of Custodian and subject only
to its draft or order. Funds received and held for the account of
different Portfolios shall be maintained in separate Accounts
established for each Portfolio.

L. Income and Other Payments to Fund
Custodian will:
1. Collect, claim and receive and deposit for the account of Fund
all income and other payments which become due and payable on
or after the effective date of this Agreement with respect to
the securities deposited under this Agreement, and credit the
account of Fund in accordance with the schedule attached hereto
as Exhibit A. If, for any reason, the Fund is credited with
income that is not subsequently collected, Custodian may
reverse that credited amount.
2. Execute ownership and other certificates and affidavits for all
federal, state and local tax purposes in connection with the
collection of bond and note coupons; and 3. Take such other
action as may be necessary or proper in connection with:
a. the collection, receipt and deposit of such income and
other payments, including but not limited to the
presentation for payment of:
1. all coupons and other income items requiring
presentation; and
2. all other securities which may mature or be called,
redeemed, retired or otherwise become payable and
regarding which the Custodian has actual knowledge,
or should reasonably be expected to have knowledge;
and
b. the endorsement for collection, in the name of Fund, of
all checks,

<PAGE>

drafts or other negotiable instruments. Custodian,
however, will not be required to institute suit or take
other extraordinary action to enforce collection except
upon receipt of instructions and upon being indemnified to
its satisfaction against the costs and expenses of such
suit or other actions. Custodian will receive, claim and
collect all stock dividends, rights and other similar
items and will deal with the same pursuant to
instructions.
M. PAYMENT OF DIVIDENDS AND OTHER DISTRIBUTIONS
On the declaration of any dividend or other distribution on the
shares of capital stock of Fund ("Fund Shares") by the Board of
Directors of Fund, Fund shall deliver to Custodian instructions with
respect thereto. On the date specified in such instructions for the
payment of such dividend or other distribution, Custodian will pay
out of the monies held for the account of Fund, insofar as the same
shall be available for such purposes, and credit to the account of
the Dividend Disbursing Agent for Fund, such amount as may be
specified in such instructions.
N. Shares of Fund Purchased by Fund
Whenever any Fund Shares are repurchased or redeemed by Fund, Fund
or its agent shall advise Custodian of the aggregate dollar amount
to be paid for such shares and shall confirm such advice in writing.
Upon receipt of such advice, Custodian shall charge such aggregate
dollar amount to the account of Fund and either deposit the same in
the account maintained for the purpose of paying for the repurchase
or redemption of Fund Shares or deliver the same in accordance with
such advice. Custodian shall not have any duty or responsibility to
determine that Fund Shares have been removed from the proper
shareholder account or accounts or that the proper number of Fund
Shares have been cancelled and removed from the shareholder records.
O. SHARES OF FUND PURCHASED FROM FUND
Whenever Fund Shares are purchased from Fund, Fund will deposit or
cause to be deposited with Custodian the amount received for such
shares. Custodian shall

<PAGE>

not have any duty or responsibility to determine that Fund Shares
purchased from Fund have been added to the proper shareholder
account or accounts or that the proper number of such shares have
been added to the shareholder records.
P. PROXIES AND NOTICES
Custodian will promptly deliver or mail or have delivered or mailed
to Fund all proxies properly signed, all notices of meetings, all
proxy statements and other notices, requests or announcements
affecting or relating to securities held by Custodian for Fund and
will, upon receipt of instructions, execute and deliver or cause its
nominee to execute and deliver or mail or have delivered or mailed
such proxies or other authorizations as may be required. Except as
provided by this Agreement or pursuant to instructions hereafter
received by Custodian, neither it nor its nominee will exercise any
power inherent in any such securities, including any power to vote
the same, or execute any proxy, power of attorney, or other similar
instrument voting any of such securities, or give any consent,
approval or waiver with respect thereto, or take any other similar
action.
Q. DISBURSEMENTS
Custodian will pay or cause to be paid, insofar as funds are
available for the purpose, bills, statements and other obligations
of Fund (including but not limited to obligations in connection with
the conversion, exchange or surrender of securities owned by Fund,
interest charges, dividend disbursements, taxes, management fees,
custodian fees, legal fees, auditors' fees, transfer agents' fees,
brokerage commissions, compensation to personnel, and other
operating expenses of Fund) pursuant to instructions of Fund setting
forth the name of the person to whom payment is to be made, the
amount of the payment, and the purpose of the payment.
R. DAILY STATEMENT OF ACCOUNTS
Custodian will, within a reasonable time, render to Fund a detailed
statement of the amounts received or paid and of securities received
or delivered for the account of Fund during each business day.
Custodian will, from time to time,

<PAGE>

upon request by Fund, render a detailed statement of the securities
and monies held for Fund under this Agreement, and Custodian will
maintain such books and records as are necessary to enable it to do
so. Custodian will permit such persons as are authorized by Fund,
including Fund's independent public accountants, reasonable access
to such records or will provide reasonable confirmation of the
contents of such records, and if demanded, Custodian will permit
federal and state regulatory agencies to examine the securities,
books and records. Upon the written instructions of Fund or as
demanded by federal or state regulatory agencies, Custodian will
instruct any subcustodian to permit such persons as are authorized
by Fund, including Fund's independent public accountants, reasonable
access to such records or to provide reasonable confirmation of the
contents of such records, and to permit such agencies to examine the
books, records and securities held by such subcustodian which relate
to Fund.
S. APPOINTMENT OF SUBCUSTODIANS
1. Notwithstanding any other provisions of this Agreement, all or
any of the monies or securities of Fund may be held in
Custodian's own custody or in the custody of one or more other
banks or trust companies acting as subcustodians as may be
selected by Custodian. Any such subcustodian selected by the
Custodian must have the qualifications required for a custodian
under the 1940 Act, as amended. Custodian shall be responsible
to the Fund for any loss, damage or expense suffered or
incurred by the Fund resulting from the actions or omissions of
any subcustodians selected and appointed by Custodian (except
subcustodians appointed at the request of Fund and as provided
in Subsection 2 below) to the same extent Custodian would be
responsible to the Fund under Section 5. of this Agreement if
it committed the act or omission itself. Upon request of the
Fund, Custodian shall be willing to contract with other
subcustodians reasonably acceptable to the Custodian for
purposes of (i) effecting third-party repurchase transactions
with banks, brokers, dealers, or other entities

<PAGE>

through the use of a common custodian or subcustodian, or (ii)
providing depository and clearing agency services with respect
to certain variable rate demand note securities, or (iii) for
other reasonable purposes specified by Fund; provided, however,
that the Custodian shall be responsible to the Fund for any
loss, damage or expense suffered or incurred by the Fund
resulting from the actions or omissions of any such
subcustodian only to the same extent such subcustodian is
responsible to the Custodian. The Fund shall be entitled to
review the Custodian's contracts with any such subcustodians
appointed at the request of Fund. Custodian shall be
responsible to the Fund for any loss, damage or expense
suffered or incurred by the Fund resulting from the actions or
omissions of any Depository only to the same extent such
Depository is responsible to Custodian.
2. Notwithstanding any other provisions of this Agreement, Fund's
foreign securities (as defined in Rule 17f-5(c)(1) under the
1940 Act) and Fund's cash or cash equivalents, in amounts
deemed by the Fund to be reasonably necessary to effect Fund's
foreign securities transactions, may be held in the custody of
one or more banks or trust companies acting as subcustodians,
and thereafter, pursuant to a written contract or contracts as
approved by Fund's Board of Directors, may be transferred to
accounts maintained by any such subcustodian with eligible
foreign custodians, as defined in Rule 17f-5(c)(2). Custodian
shall be responsible to the Fund for any loss, damage or
expense suffered or incurred by the Fund resulting from the
actions or omissions of any foreign subcustodian only to the
same extent the foreign subcustodian is liable to the domestic
subcustodian with which the Custodian contracts for foreign
subcustody purposes.

<PAGE>

T. ACCOUNTS AND RECORDS
Custodian will prepare and maintain, with the direction and as
interpreted by the Fund, Fund's accountants and/or other advisors,
in complete, accurate and current form all accounts and records (i)
required to be maintained by Fund with respect to portfolio
transactions under Rule 31a of the 1940 Act, (ii) required to be
maintained as a basis for calculation of the Fund's net asset value,
and (iii) as otherwise agreed upon between the parties. Custodian
will preserve said records in the manner and for the periods
prescribed in the 1940 Act or for such longer period as is agreed
upon by the parties. Custodian relies upon Fund to furnish, in
writing or its electronic or digital equivalent, accurate and timely
information needed by Custodian to complete Fund's records and
perform daily calculation of the Fund's net asset value. Custodian
shall incur no liability and Fund shall indemnify and hold harmless
Custodian from and against any liability arising from any failure of
Fund to furnish such information in a timely and accurate manner,
even if Fund subsequently provides accurate but untimely
information. It shall be the responsibility of Fund to furnish
Custodian with the declaration, record and payment dates and amounts
of any dividends or income and any other special actions required
concerning each of its securities when such information is not
readily available from generally accepted securities industry
services or publications.
U. ACCOUNTS AND RECORDS PROPERTY OF FUND
Custodian acknowledges that all of the accounts and records
maintained by Custodian pursuant to this Agreement are the property
of Fund, and will be made available to Fund for inspection or
reproduction within a reasonable period of time, upon demand.
Custodian will assist Fund's independent auditors, or upon approval
of Fund, or upon demand, any regulatory body, in any requested
review of Fund's accounts and records but shall be reimbursed by
Fund for all expenses and employee time invested in any such review
outside of routine and normal periodic reviews. Upon receipt from
Fund of the necessary information or

<PAGE>

instructions, Custodian will supply information from the books and
records it maintains for Fund that Fund needs for tax returns,
questionnaires, periodic reports to shareholders and such other
reports and information requests as Fund and Custodian shall agree
upon from time to time.
V. ADOPTION OF PROCEDURES
Custodian and Fund may from time to time adopt procedures as they
agree upon, and Custodian may conclusively assume that no procedure
approved or directed by Fund or its accountants or other advisors
conflicts with or violates any requirements of its prospectus,
articles of incorporation, bylaws, any applicable law, rule or
regulation, or any order, decree or agreement by which Fund may be
bound. Fund will be responsible to notify Custodian of any changes
in statutes, regulations, rules, requirements or policies which
might necessitate changes in Custodian's responsibilities or
procedures.
W. CALCULATION OF NET ASSET VALUE
Custodian will calculate Fund's net asset value, in accordance with
Fund's prospectus. Custodian will price the securities and foreign
currency holdings of Fund for which market quotations are available
by the use of outside services designated by Fund which are normally
used and contracted with for this purpose; all other securities and
foreign currency holdings will be priced in accordance with Fund's
instructions. Custodian will have no responsibility for the accuracy
of the prices quoted by these outside services or for the
information supplied by Fund or for acting upon such instructions.
X. ADVANCES
In the event Custodian or any subcustodian shall, in its sole
discretion, advance cash or securities for any purpose (including
but not limited to securities settlements, purchase or sale of
foreign exchange or foreign exchange contracts and assumed
settlement) for the benefit of any Portfolio, the advance shall be
payable by the Fund on demand. Any such cash advance shall be
subject to an overdraft charge at the rate set forth in the
then-current fee schedule from the date

<PAGE>

advanced until the date repaid. As security for each such advance,
Fund hereby grants Custodian and such subcustodian a lien on and
security interest in all property at any time held for the account
of the applicable Portfolio, including without limitation all assets
acquired with the amount advanced. Should the Fund fail to promptly
repay the advance, the Custodian and such subcustodian shall be
entitled to utilize available cash and to dispose of such
Portfolio's assets pursuant to applicable law to the extent
necessary to obtain reimbursement of the amount advanced and any
related overdraft charges.
Y. EXERCISE OF RIGHTS; TENDER OFFERS
Upon receipt of instructions, the Custodian shall: (a) deliver
warrants, puts, calls, rights or similar securities to the issuer or
trustee thereof, or to the agent of such issuer or trustee, for the
purpose of exercise or sale, provided that the new securities, cash
or other assets, if any, are to be delivered to the Custodian; and
(b) deposit securities upon invitations for tenders thereof,
provided that the consideration for such securities is to be paid or
delivered to the Custodian or the tendered securities are to be
returned to the Custodian.
4. INSTRUCTIONS.
A. The term "instructions", as used herein, means written (including
telecopied or telexed) or oral instructions which Custodian
reasonably believes were given by a designated representative of
Fund. Fund shall deliver to Custodian, prior to delivery of any
assets to Custodian and thereafter from time to time as changes
therein are necessary, written instructions naming one or more
designated representatives to give instructions in the name and on
behalf of Fund, which instructions may be received and accepted by
Custodian as conclusive evidence of the authority of any designated
representative to act for Fund and may be considered to be in full
force and effect (and Custodian will be fully protected in acting in
reliance thereon) until receipt by Custodian of notice to the
contrary. Unless such written instructions delegating authority to
any person to give instructions specifically limit such authority to
specific matters or require that the

<PAGE>

approval of anyone else will first have been obtained, Custodian
will be under no obligation to inquire into the right of such
person, acting alone, to give any instructions whatsoever which
Custodian may receive from such person. If Fund fails to provide
Custodian any such instructions naming designated representatives,
any instructions received by Custodian from a person reasonably
believed to be an appropriate representative of Fund shall
constitute valid and proper instructions hereunder. "Designated
representatives" of Fund may include its employees and agents,
including investment managers and their employees.
B. No later than the next business day immediately following each oral
instruction, Fund will send Custodian written confirmation of such
oral instruction. At Custodian's sole discretion, Custodian may
record on tape, or otherwise, any oral instruction whether given in
person or via telephone, each such recording identifying the date
and the time of the beginning and ending of such oral instruction.
C. If Custodian shall provide Fund direct access to any computerized
recordkeeping and reporting system used hereunder or if Custodian
and Fund shall agree to utilize any electronic system of
communication, Fund shall be fully responsible for any and all
consequences of the use or misuse of the terminal device, passwords,
access instructions and other means of access to such system(s)
which are utilized by, assigned to or otherwise made available to
the Fund. Fund agrees to implement and enforce appropriate security
policies and procedures to prevent unauthorized or improper access
to or use of such system(s). Custodian shall be fully protected in
acting hereunder upon any instructions, communications, data or
other information received by Custodian by such means as fully and
to the same effect as if delivered to Custodian by written
instrument signed by the requisite authorized representative(s) of
Fund. Fund shall indemnify and hold Custodian harmless from and
against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability which may be suffered or incurred
by Custodian as a result of the use or misuse, whether authorized or
unauthorized,

<PAGE>

of any such system(s) by Fund or by any person who acquires access
to such system(s) through the terminal device, passwords, access
instructions or other means of access to such system(s) which are
utilized by, assigned to or otherwise made available to the Fund,
except to the extent attributable to any negligence or willful
misconduct by Custodian.
5. LIMITATION OF LIABILITY OF CUSTODIAN.
A. Custodian shall at all times use reasonable care and due diligence
and act in good faith in performing its duties under this Agreement.
Custodian shall not be responsible for, and the Fund shall indemnify
and hold Custodian harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and
liability which may be asserted against Custodian, incurred by
Custodian or for which Custodian may be held to be liable, arising
out of or attributable to:
1. All actions taken by Custodian pursuant to this Agreement or
any instructions provided to it hereunder, provided that
Custodian has acted in good faith and with due diligence and
reasonable care; and
2. The Fund's refusal or failure to comply with the terms of this
Agreement (including without limitation the Fund's failure to
pay or reimburse Custodian under this indemnification
provision), the Fund's negligence or willful misconduct, or the
failure of any representation or warranty of the Fund hereunder
to be and remain true and correct in all respects at all times.
B. Custodian may request and obtain at the expense of Fund the advice
and opinion of counsel for Fund or of its own counsel with respect
to questions or matters of law, and it shall be without liability to
Fund for any action taken or omitted by it in good faith, in
conformity with such advice or opinion. If Custodian reasonably
believes that it could not prudently act according to the
instructions of the Fund or the Fund's accountants or counsel, it
may in its discretion, with notice to the Fund, not act according to
such instructions.

<PAGE>

C. Custodian may rely upon the advice and statements of Fund, Fund's
accountants and officers or other authorized individuals, and other
persons believed by it in good faith to be expert in matters upon
which they are consulted, and Custodian shall not be liable for any
actions taken, in good faith, upon such advice and statements.
D. If Fund requests Custodian in any capacity to take any action which
involves the payment of money by Custodian, or which might make it
or its nominee liable for payment of monies or in any other way,
Custodian shall be indemnified and held harmless by Fund against any
liability on account of such action; provided, however, that nothing
herein shall obligate Custodian to take any such action except in
its sole discretion.
E. Custodian shall be protected in acting as custodian hereunder upon
any instructions, advice, notice, request, consent, certificate or
other instrument or paper appearing to it to be genuine and to have
been properly executed. Custodian shall be entitled to receive upon
request as conclusive proof of any fact or matter required to be
ascertained from Fund hereunder a certificate signed by an officer
or designated representative of Fund. Fund shall also provide
Custodian instructions with respect to any matter concerning this
Agreement requested by Custodian.
F. Custodian shall be under no duty or obligation to inquire into, and
shall not be liable for:
1. The validity of the issue of any securities purchased by or for
Fund, the legality of the purchase of any securities or foreign
currency positions or evidence of ownership required by Fund to
be received by Custodian, or the propriety of the decision to
purchase or amount paid therefor;
2. The legality of the sale of any securities or foreign currency
positions by or for Fund, or the propriety of the amount for
which the same are sold;
3. The legality of the issue or sale of any Fund Shares, or the
sufficiency of the amount to be received therefor;

<PAGE>

4. The legality of the repurchase or redemption of any Fund
Shares, or the propriety of the amount to be paid therefor; or
5. The legality of the declaration of any dividend by Fund, or the
legality of the issue of any Fund Shares in payment of any
stock dividend.
G. Custodian shall not be liable for, or considered to be Custodian of,
any money represented by any check, draft, wire transfer,
clearinghouse funds, uncollected funds, or instrument for the
payment of money to be received by it on behalf of Fund until
Custodian actually receives such money; provided, however, that it
shall advise Fund promptly if it fails to receive any such money in
the ordinary course of business and shall cooperate with Fund toward
the end that such money shall be received.
H. Except as provided in Section 3.S., Custodian shall not be
responsible for loss occasioned by the acts, neglects, defaults or
insolvency of any broker, bank, trust company, or any other person
with whom Custodian may deal.
I. Custodian shall not be responsible or liable for the failure or
delay in performance of its obligations under this Agreement, or
those of any entity for which it is responsible hereunder, arising
out of or caused, directly or indirectly, by circumstances beyond
the affected entity's reasonable control, including, without
limitation: any interruption, loss or malfunction of any utility,
transportation, computer (hardware or software) or communication
service; inability to obtain labor, material, equipment or
transportation, or a delay in mails; governmental or exchange
action, statute, ordinance, rulings, regulations or direction; war,
strike, riot, emergency, civil disturbance, terrorism, vandalism,
explosions, labor disputes, freezes, floods, fires, tornados, acts
of God or public enemy, revolutions, or insurrection.
J. EXCEPT FOR VIOLATIONS OF SECTION 9, IN NO EVENT AND UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO
ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR
CONSEQUENTIAL,

<PAGE>

SPECIAL OR PUNITIVE DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY
PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THIS POSSIBILITY
THEREOF.
6. COMPENSATION. In consideration for its services hereunder as Custodian
and investment accounting and recordkeeping agent, Fund will pay to
Custodian such compensation as shall be set forth in a separate fee
schedule to be agreed to by Fund and Custodian from time to time. A copy
of the initial fee schedule is attached hereto and incorporated herein by
reference. Custodian shall also be entitled to receive, and Fund agrees
to pay to Custodian, on demand, reimbursement for Custodian's cash
disbursements and reasonable out-of-pocket costs and expenses, including
attorney's fees, incurred by Custodian in connection with the performance
of services hereunder. Custodian may charge such compensation against
monies held by it for the account of Fund. Custodian will also be
entitled to charge against any monies held by it for the account of Fund
the amount of any loss, damage, liability, advance, overdraft or expense
for which it shall be entitled to reimbursement from Fund, including but
not limited to fees and expenses due to Custodian for other services
provided to the Fund by Custodian. Custodian will be entitled to
reimbursement by the Fund for the losses, damages, liabilities, advances,
overdrafts and expenses of subcustodians only to the extent that (i)
Custodian would have been entitled to reimbursement hereunder if it had
incurred the same itself directly, and (ii) Custodian is obligated to
reimburse the subcustodian therefor.
7. TERM AND TERMINATION. The initial term of this Agreement shall be for a
period of ________. Thereafter, either party to this Agreement may
terminate the same by notice in writing, delivered or mailed, postage
prepaid, to the other party hereto and received not less than ninety (90)
days prior to the date upon which such termination will take effect. Upon
termination of this Agreement, Fund will pay Custodian its fees and
compensation due hereunder and its reimbursable disbursements, costs and
expenses paid or incurred to such date and Fund shall designate a
successor custodian by notice in writing to Custodian by the termination
date. In the event no written order designating a

<PAGE>

successor custodian has been delivered to Custodian on or before the date
when such termination becomes effective, then Custodian may, at its
option, deliver the securities, funds and properties of Fund to a bank or
trust company at the selection of Custodian, and meeting the
qualifications for custodian set forth in the 1940 Act and having not
less that Two Million Dollars ($2,000,000) aggregate capital, surplus and
undivided profits, as shown by its last published report, or apply to a
court of competent jurisdiction for the appointment of a successor
custodian or other proper relief, or take any other lawful action under
the circumstances; provided, however, that Fund shall reimburse Custodian
for its costs and expenses, including reasonable attorney's fees,
incurred in connection therewith. Custodian will, upon termination of
this Agreement and payment of all sums due to Custodian from Fund
hereunder or otherwise, deliver to the successor custodian so specified
or appointed, or as specified by the court, at Custodian's office, all
securities then held by Custodian hereunder, duly endorsed and in form
for transfer, and all funds and other properties of Fund deposited with
or held by Custodian hereunder, and Custodian will co-operate in
effecting changes in book-entries at all Depositories. Upon delivery to a
successor custodian or as specified by the court, Custodian will have no
further obligations or liabilities under this Agreement. Thereafter such
successor will be the successor custodian under this Agreement and will
be entitled to reasonable compensation for its services. In the event
that securities, funds and other properties remain in the possession of
the Custodian after the date of termination hereof owing to failure of
the Fund to appoint a successor custodian, the Custodian shall be
entitled to compensation as provided in the then-current fee schedule
hereunder for its services during such period as the Custodian retains
possession of such securities, funds and other properties, and the
provisions of this Agreement relating to the duties and obligations of
the Custodian shall remain in full force and effect.
8. NOTICES. Notices, requests, instructions and other writings addressed to
Fund at ___________________________________, or at such other address as
Fund may have designated to Custodian in writing, will be deemed to have
been properly given to Fund hereunder; and notices, requests,
instructions and other writings addressed to Custodian at

<PAGE>

its offices at 127 West 10th Street, Kansas City, Missouri 64105,
Attention: Custody Department, or to such other address as it may have
designated to Fund in writing, will be deemed to have been properly given
to Custodian hereunder.
9. CONFIDENTIALITY.
A. Fund shall preserve the confidentiality of the computerized
investment portfolio recordkeeping and accounting system used by
Custodian (the "Portfolio Accounting System") and the tapes, books,
reference manuals, instructions, records, programs, documentation
and information of, and other materials relevant to, the Portfolio
Accounting System and the business of Custodian ("Confidential
Information"). Fund agrees that it will not voluntarily disclose any
such Confidential Information to any other person other than its own
employees who reasonably have a need to know such information
pursuant to this Agreement. Fund shall return all such Confidential
Information to Custodian upon termination or expiration of this
Agreement.
B. Fund has been informed that the Portfolio Accounting System is
licensed for use by Custodian from DST Systems, Inc. ("Licensor"),
and Fund acknowledges that Custodian and Licensor have proprietary
rights in and to the Portfolio Accounting System and all other
Custodian or Licensor programs, code, techniques, know-how, data
bases, supporting documentation, data formats, and procedures,
including without limitation any changes or modifications made at
the request or expense or both of Fund (collectively, the "Protected
Information"). Fund acknowledges that the Protected Information
constitutes confidential material and trade secrets of Custodian and
Licensor. Fund shall preserve the confidentiality of the Protected
Information, and Fund hereby acknowledges that any unauthorized use,
misuse, disclosure or taking of Protected Information, residing or
existing internal or external to a computer, computer system, or
computer network, or the knowing and unauthorized accessing or
causing to be accessed of any computer, computer system, or computer
network, may be subject to civil liabilities and criminal penalties
under applicable law. Fund shall so inform employees and

<PAGE>

agents who have access to the Protected Information or to any
computer equipment capable of accessing the same. Licensor is
intended to be and shall be a third party beneficiary of the Fund's
obligations and undertakings contained in this paragraph.
10. MULTIPLE PORTFOLIOS. If Fund is comprised of more than one Portfolio:
A. Each Portfolio shall be regarded for all purposes hereunder as a
separate party apart from each other Portfolio. Unless the context
otherwise requires, with respect to every transaction covered by
this Agreement, every reference herein to the Fund shall be deemed
to relate solely to the particular Portfolio to which such
transaction relates. Under no circumstances shall the rights,
obligations or remedies with respect to a particular Portfolio
constitute a right, obligation or remedy applicable to any other
Portfolio. The use of this single document to memorialize the
separate agreement of each Portfolio is understood to be for
clerical convenience only and shall not constitute any basis for
joining the Portfolios for any reason.
B. Additional Portfolios may be added to this Agreement, provided that
Custodian consents to such addition. Rates or charges for each
additional Portfolio shall be as agreed upon by Custodian and Fund
in writing.
11. MISCELLANEOUS.
A. This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of
the State of Missouri, without reference to the choice of laws
principles thereof.
B. All terms and provisions of this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
C. The representations and warranties, the indemnifications extended
hereunder, and the provisions of Section 9. hereof are intended to
and shall continue after and survive the expiration, termination or
cancellation of this Agreement.
D. No provisions of the Agreement may be amended or modified in any
manner

<PAGE>

except by a written agreement properly authorized and executed by
each party hereto.
E. The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights
resulting from any breach of any of the terms or conditions of this
Agreement, including the payment of damages, shall not be construed
as a continuing or permanent waiver of any such terms, conditions,
rights or privileges, but the same shall continue and remain in full
force and effect as if no such forbearance or waiver had occurred.
No waiver, release or discharge of any party's rights hereunder
shall be effective unless contained in a written instrument signed
by the party sought to be charged.

F. The captions in the Agreement are included for convenience of
reference only, and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
G. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall
constitute one and the same instrument.
H. If any provision of this Agreement shall be determined to be invalid
or unenforceable, the remaining provisions of this Agreement shall
not be affected thereby, and every provision of this Agreement shall
remain in full force and effect and shall remain enforceable to the
fullest extent permitted by applicable law.
I. This Agreement may not be assigned by either party hereto without
the prior written consent of the other party.
J. Neither the execution nor performance of this Agreement shall be
deemed to create a partnership or joint venture by and between
Custodian and Fund.
K. Except as specifically provided herein, this Agreement does not in
any way affect any other agreements entered into among the parties
hereto and any actions taken or omitted by either party hereunder
shall not affect any rights or obligations of the other party
hereunder.

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective duly authorized officers.

INVESTORS FIDUCIARY TRUST COMPANY

By:______________________________

Title:___________________________

MONUMENT SERIES FUND, INC.

By:______________________________

Title:___________________________

28
<PAGE>

EXHIBIT A

<TABLE>
INVESTORS FIDUCIARY TRUST COMPANY
AVAILABILITY SCHEDULE BY TRANSACTION TYPE

=============================================================================================================================
| | | | |
| TRANSACTION | DTC | PHYSICAL | FED |
| | | | |
----------------------------------------------------------------------------------------------------------------------------
| | | | | |
|TYPE | CREDIT DATE | FUNDS TYPE | CREDIT DATE | FUNDS TYPE | CREDIT DATE | FUNDS TYPE |
|---- | ----------- | ----------- | ----------- | ---------- | ----------- | ---------- |
|----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
| | | | | | | |
|Calls Puts | As Received | C or F* | As Received | C or F* | | |
|----------------------------------------------------------------------------------------------------------------------------
| | | | | | | |
|Maturities | As Received | C or F* | Mat. Date | C or F* | Mat. Date | F |
|----------------------------------------------------------------------------------------------------------------------------
| | | | | | | |
|Tender Reorgs. | As Received | C | As Received | C | N/A | |
|----------------------------------------------------------------------------------------------------------------------------
| | | | | | | |
|Dividends | Paydate | C | Paydate | C | N/A | |
|----------------------------------------------------------------------------------------------------------------------------
| | | | | | | |
|Floating Rate Int. | Paydate | C | Paydate | C | N/A | |
|----------------------------------------------------------------------------------------------------------------------------
| | | | | | | |
|Floating Rate Int. | N/A | | As Rate | C | N/A | |
|(No Rate) | | | Received | | | |
|----------------------------------------------------------------------------------------------------------------------------
| | | | | | | |
|Mtg. Backed P&I | Paydate | C | Paydate + 1 | C | Paydate | F |
| | | | Bus. Day | | | |
|----------------------------------------------------------------------------------------------------------------------------
| | | | | | | |
|Fixed Rate Int. | Paydate | C | Paydate | C | Paydate | F |
|----------------------------------------------------------------------------------------------------------------------------
| | | | | | | |
|Euroclear | N/A | C | Paydate | C | | |
|============================================================================================================================

<FN>
Legend

C = Clearinghouse Funds
F = Fed Funds
N/A = Not Applicable
* Availability based on how received.
</FN>
</TABLE>

EXHIBIT 9(a)

FORM OF

TRANSFER AGENCY AND SERVICE AGREEMENT

between

MONUMENT SERIES FUND, INC.

and

STATE STREET BANK AND TRUST COMPANY

1G - Domestic Corp/Series

<PAGE>

<TABLE>
TABLE OF CONTENTS

<S> <C>
1. Terms of Appointment; Duties of the Bank........................... 1

2. Fees and Expenses.................................................. 3

3. Representations and Warranties of the Bank......................... 4

4. Representations and Warranties of the Fund......................... 4

5. Data Access and Proprietary Information............................ 5

6. Indemnification.................................................... 6

7. Standard of Care................................................... 7

8. Covenants of the Fund and the Bank................................. 7

9. Termination of Agreement........................................... 8

10. Additional Funds................................................... 9

11. Assignment......................................................... 9

12. Amendment.......................................................... 9

13. Massachusetts Law to Apply......................................... 9

14. Force Majeure...................................................... 9

15. Consequential Damages..............................................10

16. Merger of Agreement................................................10

17. Counterparts.......................................................10

18. Reproduction of Documents..........................................10
</TABLE>

<PAGE>

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the _________day of ________, 199__, by and between
Monument Series Fund, Inc. a Maryland corporation, having its principal office
and place of business at 8377 Cherry Lane, Laurel, Maryland 20707 (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company having its principal office and place of business at 225 Franklin
Street, Boston, Massachusetts 02110 (the "Bank").

WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and

WHEREAS, the Fund intends to initially offer shares in two series, the
Washington Area Growth Fund and Washington Area Aggressive Growth Fund (each
such series, together with all other series subsequently established by the
Fund and made subject to this Agreement in accordance with Article 10, being
herein referred to as a "Portfolio", and collectively as the "Portfolios");

WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank as
its transfer agent, dividend disbursing agent, custodian of certain retirement
plans and agent in connection with certain other activities, and the Bank
desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

L. TERMS OF APPOINTMENT; DUTIES OF THE BANK

1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund, on behalf of the Portfolios, hereby employs and appoints the Bank
to act as, and the Bank agrees to act as its transfer agent for the
Fund's authorized and issued shares of its common stock, $ par value,
("Shares"), dividend disbursing agent, custodian of certain retirement
plans and agent in connection with any accumulation, open-account or
similar plans provided to the shareholders of each of the respective
Portfolios of the Fund ("Shareholders") and set out in the currently
effective prospectus and statement of additional information
("prospectus") of the Fund on behalf of the applicable Portfolio,
including without limitation any periodic investment plan or periodic
withdrawal program.

1.2 The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the Portfolios, as
applicable and the Bank, the Bank shall:

(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof
to the Custodian of

<PAGE>

the Fund authorized pursuant to the Articles of Incorporation
of the Fund (the "Custodian");

(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;

(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof
to the Custodian;

(iv) In respect to the transactions in items (i), (ii) and (iii)
above, the Bank shall execute transactions directly with
broker-dealers authorized by the Fund;

(v) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over
or cause to be paid over in the appropriate manner such monies
as instructed by the redeeming Shareholders;

(vi) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;

(vii) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;

(viii)Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the
Bank of indemnification satisfactory to the Bank and
protecting the Bank and the Fund, and the Bank at its option,
may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such
indemnity;

(ix) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and

(x) Record the issuance of shares of the Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number
of shares of the Fund which are authorized, based upon data
provided to it by the Fund, and issued and outstanding. The
Bank shall also provide the Fund on a regular basis with the
total number of shares which are authorized and issued and
outstanding and shall have no obligation, when recording the
issuance of shares, to monitor the issuance of such shares or
to take cognizance of any laws relating to the issue or sale
of such shares, which functions shall be the sole
responsibility of the Fund.

(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall: (i)
perform the customary services of a

<PAGE>

transfer agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plans (including without
limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies,
mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to dividends
and distributions by federal authorities for all Shareholders,
preparing and mailing confirmation forms and statements of account
to Shareholders for all purchases and redemptions of Shares and
other confirmable transactions in Shareholder accounts, preparing
and mailing activity statements for Shareholders, and providing
Shareholder account information and (ii) provide a system which will
enable the Fund to monitor the total number of Shares sold in each
State.

(c) In addition, the Fund shall (i) identify to the Bank in writing
those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of
transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The
responsibility of the Bank for the Fund's blue sky State
registration status is solely limited to the initial establishment
of transactions subject to blue sky compliance by the Fund and the
reporting of such transactions to the Fund as provided above.

(d) Procedures as to who shall provide certain of these services in
Section 1 may be established from time to time by agreement between
the Fund on behalf of each Portfolio and the Bank per the attached
service responsibility schedule. The Bank may at times perform only
a portion of these services and the Fund or its agent may perform
these services on the Fund's behalf.

(e) The Bank shall provide additional services on behalf of the Fund
(i.e., escheatment services) which may be agreed upon in writing
between the Fund and the Bank.

2. FEES AND EXPENSES

2.1 For the performance by the Bank pursuant to this Agreement, the Fund
agrees on behalf of each of the Portfolios to pay the Bank an annual
maintenance fee for each Shareholder account as set out in the initial
fee schedule attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.2 below may be changed from time to
time subject to mutual written agreement between the Fund and the Bank.

2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees on
behalf of each of the Portfolios to reimburse the Bank for out-of-pocket
expenses, including but not limited to confirmation production, postage,
forms, telephone, microfilm, microfiche, tabulating

<PAGE>

proxies, records storage, or advances incurred by the Bank for the items
set out in the fee schedule attached hereto. In addition, any other
expenses incurred by the Bank at the request or with the consent of the
Fund, will be reimbursed by the Fund on behalf of the applicable
Portfolio.

2.3 The Fund agrees on behalf of each of the Portfolios to pay all fees and
reimbursable expenses within five days following the receipt of the
respective billing notice. Postage for mailing of dividends, proxies,
Fund reports and other mailings to all shareholder accounts shall be
advanced to the Bank by the Fund at least seven (7) days prior to the
mailing date of such materials.

3. REPRESENTATIONS AND WARRANTIES OF THE BANK

The Bank represents and warrants to the Fund that:

3.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.

3.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.

3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.

3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.

3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.

4. REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to the Bank that:

4.1 It is a corporation duly organized and existing and in good standing
under the laws of the State of Maryland.

4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.

4.3 All corporate proceedings required by said Articles of Incorporation and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.

4.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.

<PAGE>

4.5 A registration statement under the Securities Act of 1933, as amended on
behalf of each of the Portfolios is currently effective and will remain
effective, and appropriate state securities law filings have been made
and will continue to be made, with respect to all Shares of the Fund
being offered for sale.

5. DATA ACCESS AND PROPRIETARY INFORMATION

5.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Bank as part of the Fund's ability
to access certain Fund-related data ("Customer Data") maintained by the
Bank on data bases under the control and ownership of the Bank ("Data
Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of
substantial value to the Bank or other third party. In no event shall
Proprietary Information be deemed Customer Data. The Fund agrees to treat
all Proprietary Information as proprietary to the Bank and further agrees
that it shall not divulge any Proprietary Information to any person or
organization except as may be provided hereunder. Without limiting the
foregoing, the Fund agrees for itself and its employees and agents:

(a) to access Customer Data solely from locations as may be designated
in writing by the Bank and solely in accordance with the Bank's
applicable user documentation;

(b) to refrain from copying or duplicating in any way the Proprietary
Information;

(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose of
such information in accordance with the Bank's instructions;

(d) to refrain from causing or allowing the data acquired hereunder from
being retransmitted to any other computer facility or other
location, except with the prior written consent of the Bank;

(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;

(f) to honor all reasonable written requests made by the Bank to protect
at the Bank's expense the rights of the Bank in Proprietary
Information at common law, under federal copyright law and under
other federal or state law.

Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.

<PAGE>

5.2 If the Fund notifies the Bank that any of the Data Access Services do not
operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may
obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make no
claim against the Bank arising out of the contents of such third-party
data, including, but not limited to, the accuracy thereof. DATA ACCESS
SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE
BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.3 If the transactions available to the Fund include the ability to
originate electronic instructions to the Bank in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Bank shall be
entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by the Bank
from time to time.

6. INDEMNIFICATION

6.1 The Bank shall not be responsible for, and the Fund shall on behalf of
the applicable Portfolio indemnify and hold the Bank harmless from and
against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:

(a) All actions of the Bank or its agents or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.

(b) The Fund's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty of
the Fund hereunder.

(c) The reliance on or use by the Bank or its agents or subcontractors
of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have
been prepared, maintained or performed by the Fund or any other
person or firm on behalf of the Fund including but not limited to
any previous transfer agent or registrar.

(d) The reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Fund on behalf
of the applicable Portfolio.

<PAGE>

(e) The offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such
state or in violation of any stop order or other determination or
ruling by any federal agency or any state with respect to the offer
or sale of such Shares in such state.

(f) The negotiation and processing by the Bank of checks not made
payable to the order of the Bank, the Fund, the Fund's management
company, transfer agent or distributor or the retirement account
custodian or trustee for a plan account investing in Shares, which
checks are tendered to the Bank for the purchase of Shares (i.e.,
checks made payable to prospective or existing Shareholders, such
checks are commonly known as "third party checks").

6.2 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Bank under this Agreement, and the Bank and its agents or subcontractors
shall not be liable and shall be indemnified by the Fund on behalf of the
applicable Portfolio for any action taken or omitted by it in reliance
upon such instructions or upon the opinion of such counsel. The Bank, its
agents and subcontractors shall be protected and indemnified in acting
upon any paper or document, reasonably believed to be genuine and to have
been signed by the proper person or persons, or upon any instruction,
information, data, records or documents provided the Bank or its agents
or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to have
notice of any change of authority of any person, until receipt of written
notice thereof from the Fund. The Bank, its agents and subcontractors
shall also be protected and indemnified in recognizing stock certificates
which are reasonably believed to bear the proper manual or facsimile
signatures of the officers of the Fund, and the proper countersignature
of any former transfer agent or former registrar, or of a co-transfer
agent or co-registrar.

6.3 In order that the indemnification provisions contained in this Section 6
shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank shall promptly notify the Fund
of such assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the option to
participate with the Bank in the defense of such claim or to defend
against said claim in its own name or in the name of the Bank. The Bank
shall in no case confess any claim or make any compromise in any case in
which the Fund may be required to indemnify the Bank except with the
Fund's prior written consent.

7. STANDARD OF CARE

The Bank shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors

<PAGE>

unless said errors are caused by its negligence, bad faith, or willful
misconduct or that of its employees.

8. COVENANTS OF THE FUND AND THE BANK

8.1 The Fund shall on behalf of each of the Portfolios promptly furnish to
the Bank the following:

(a) A certified copy of the resolution of the Board of Directors of
the Fund authorizing the appointment of the Bank and the
execution and delivery of this Agreement.

(b) A copy of the Articles of Incorporation and By-Laws of the Fund
and all amendments thereto.

8.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.

8.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared
or maintained by the Bank relating to the services to be performed by the
Bank hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and Rules,
and will be surrendered promptly to the Fund on and in accordance with
its request.

8.4 The Bank and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.

8.5 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Bank will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder
records to such person.

9. TERMINATION OF AGREEMENT

9.1 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.

<PAGE>

9.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund on behalf of the applicable Portfolio(s). Additionally,
the Bank reserves the right to charge for any other reasonable expenses
associated with such termination and/or a charge equivalent to the
average of three (3) months' fees.

10. ADDITIONAL FUNDS

In the event that the Fund establishes one or more series of Shares in
addition to Washington Area Growth Fund and Washington Area Aggressive
Growth Fund with respect to which it desires to have the Bank render
services as transfer agent under the terms hereof, it shall so notify the
Bank in writing, and if the Bank agrees in writing to provide such
services, such series of Shares shall become a Portfolio hereunder.

11. ASSIGNMENT

11.1 Except as provided in Section 11.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party.

11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.

11.3 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(2)"), (ii) a
BFDS subsidiary duly registered as a transfer agent pursuant to Section
17A(c)(2) or (iii) a BFDS affiliate; provided, however, that the Bank
shall be as fully responsible to the Fund for the acts and omissions of
any subcontractor as it is for its own acts and omissions.

12. AMENDMENT

This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Board
of Directors of the Fund.

13. MASSACHUSETTS LAW TO APPLY

This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of
Massachusetts.

<PAGE>

14. FORCE MAJEURE

In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to
perform or otherwise from such causes.

15. CONSEQUENTIAL DAMAGES

Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.

16. MERGER OF AGREEMENT

This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.

17. COUNTERPARTS

This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.

18. REPRODUCTION OF DOCUMENTS

This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties
hereto all/each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or
not such reproduction was made by a party in the regular course of
business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.

MONUMENT SERIES FUND, INC.

BY:_______________________________

ATTEST:

_______________________________

STATE STREET BANK AND TRUST
COMPANY

BY:_______________________________
Executive Vice President

ATTEST:

_______________________________

<PAGE>

<TABLE>
STATE STREET BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*

<CAPTION>
Service Performed Responsibility
Bank Fund
<S> <C> <C>
1. Receives orders for the purchase of
Shares.

2. Issue Shares and hold Shares in
Shareholders accounts.

3. Receive redemption requests.

4. Effect transactions 1-3 above directly
with broker-dealers.

5. Pay over monies to redeeming
Shareholders.

6. Effect transfers of Shares.

7. Prepare and transmit dividends and
distributions.

8. Issue Replacement Certificates.

9. Reporting of abandoned property.

10. Maintain records of account.

11. Maintain and keep a current and accurate
control book for each issue of
securities.

12. Mail proxies.

13. Mail Shareholder reports.

14. Mail prospectuses to current
Shareholders.

15. Withhold taxes on U.S. resident and
non-resident alien accounts.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Service Performed Responsibility
Bank Fund
<S> <C> <C>
16. Prepare and file U.S. Treasury
Department forms.

17. Prepare and mail account and
confirmation statements for
Shareholders.

18. Provide Shareholder account information.

19. Blue sky reporting.

<FN>
* Such services are more fully described in Section 1.2 (a), (b) and (c) of
the Agreement.
</FN>
</TABLE>

MONUMENT SERIES FUND, INC.

BY:_______________________________

ATTEST:

_______________________________

STATE STREET BANK AND TRUST
COMPANY

BY:_______________________________
Executive Vice President

ATTEST:

_______________________________

EXHIBIT 9(b)

FORM OF
ADMINISTRATION AGREEMENT

Agreement dated as of _______, 199_ by and between State Street Bank and
Trust Company, a Massachusetts trust company (the "Administrator"), and
Monument Series Fund, Inc. (the "Fund").

WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and

WHEREAS, the Fund desires to retain the Administrator to furnish certain
administrative services to the Fund, and the Administrator is willing to
furnish such services, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

1. APPOINTMENT OF ADMINISTRATOR

The Fund hereby appoints the Administrator to act as administrator with
respect to the Fund for purposes of providing certain administrative services
for the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees to render the services stated herein.

The Fund will initially consist of the portfolio(s) and/or class(es) of
shares (each an "Investment Fund") listed in Schedule A to this Agreement. In
the event that the Fund establishes one or more additional Investment Funds
with respect to which it wishes to retain the Administrator to act as
administrator hereunder, the Fund shall notify the Administrator in writing.
Upon written acceptance by the Administrator, such Investment Fund shall
become subject to the provisions of this Agreement to the same extent as the
existing Investment Funds, except to the extent that such provisions
(including those relating to the compensation and expenses payable by the Fund
and its Investment Funds) may be modified with respect to each additional
Investment Fund in writing by the Fund and the Administrator at the time of
the addition of the Investment Fund.

2. DELIVERY OF DOCUMENTS

The Fund will promptly deliver to the Administrator copies of each of the
following documents and all future amendments and supplements, if any:

a. The Fund's charter document and by-laws;

b. The Fund's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940
Act and the Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all Investment Funds and all amendments and
supplements thereto as in effect from time to time;

<PAGE>

c. Certified copies of the resolutions of the Board of Directors of the
Fund (the "Board") authorizing (1) the Fund to enter into this
Agreement and (2) certain individuals on behalf of the Fund to (a)
give instructions to the Administrator pursuant to this Agreement
and (b) sign checks and pay expenses;

d. A copy of the investment advisory agreement between the Fund and its
investment adviser; and

e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.

3. REPRESENTATION AND WARRANTIES OF THE ADMINISTRATOR

The Administrator represents and warrants to the Fund that:

a. It is a Massachusetts trust company, duly organized, existing and in
good standing under the laws of The Commonwealth of Massachusetts;

b. It has the corporate power and authority to carry on its business in
The Commonwealth of Massachusetts;

c. All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement;

d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to perform
its duties and obligations under this Agreement; and

e. Its entrance into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or obligation of
the Administrator or any law or regulation applicable to it.

4. REPRESENTATIONS AND WARRANTIES OF THE FUND

The Fund represents and warrants to the Administrator that:

a. It is a corporation duly organized and existing and in good standing
under the laws of Maryland;

b. It has the corporate power and authority under applicable laws and
by its charter and by-laws to enter into and perform this Agreement;

c. All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement;

<PAGE>

d. It is an investment company properly registered under the 1940 Act;

e. A registration statement under the 1933 Act and the 1940 Act has
been filed and will be effective and remain effective during the
term of this Agreement. The Fund also warrants to the Administrator
that all necessary filings under the securities laws of the states
in which the Fund offers or sells its shares will have been made and
will be current during the term of this Agreement;

f. No legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform its
duties and obligations under this Agreement;

g. Its entrance into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or obligation of
the Fund or any law or regulation applicable to it; and

h. As of the close of business on the date of this Agreement, the Fund
is authorized to issue shares of capital stock, and it will
initially offer shares, in the authorized amounts as set forth in
Schedule A to this Agreement.

5. ADMINISTRATION SERVICES

The Administrator shall provide the following services, in each case,
subject to the control, supervision and direction of the Fund and the review
and comment by the Fund's auditors and legal counsel and in accordance with
procedures which may be established from time to time between the Fund and the
Administrator:

a. Oversee the determination and publication of the Fund's net asset
value in accordance with the Fund's policy as adopted from time to
time by the Board;

b. Oversee the maintenance by the Fund's custodian of certain books and
records of the Fund as required under Rule 31a-1(b) of the 1940 Act;

c. Prepare the Fund's federal, state and local income tax returns for
review by the Fund's independent accountants and filing by the
Fund's treasurer;

d. Review calculation, submit for approval by officers of the Fund and
arrange for payment of the Fund's expenses;

e. Prepare for review and approval by officers of the Fund financial
information for the Fund's semi-annual and annual reports, proxy
statements and other

<PAGE>

communications required or otherwise to be sent to Fund
shareholders, and arrange for the printing and dissemination of such
reports and communications to shareholders;

f. Prepare for review by an officer of and legal counsel for the Fund
the Fund's periodic financial reports required to be filed with the
Securities and Exchange Commission ("SEC") on Form N-SAR and
financial information required by Form N-1A and such other reports,
forms or filings as may be mutually agreed upon;

g. Prepare reports relating to the business and affairs of the Fund as
may be mutually agreed upon and not otherwise prepared by the Fund's
investment adviser, custodian, legal counsel or independent
accountants;

h. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request;

i. Make such reports and recommendations to the Board concerning the
performance and fees of the Fund's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Board may
reasonably request or deems appropriate;

j. Oversee and review calculations of fees paid to the Fund's
investment adviser, custodian and Transfer Agent;

k. Consult with the Fund's officers, independent accountants, legal
counsel, custodian and Transfer Agent in establishing the accounting
policies of the Fund;

l. Review implementation of any dividend reinvestment programs
authorized by the Board;

m. Respond to, or refer to the Fund's officers or Transfer Agent,
shareholder inquiries relating to the Fund;

n. Provide periodic testing of portfolios to assist the Fund's
investment adviser in complying with Internal Revenue Code mandatory
qualification requirements, the requirements of the 1940 Act and
Fund prospectus limitations as may be mutually agreed upon;

[Items o through aa to be inserted only if Legal Administration Services are
to be provided.]

o. Review and provide assistance on shareholder communications;

p. Maintain general corporate calendar;

q. Maintain copies of the Fund's charter and by-laws;

<PAGE>

r. File annual and semi-annual shareholder reports with the appropriate
regulatory agencies; review text of "President's letters" to
shareholders and "Management's Discussion of Fund Performance"
(which shall also be subject to review by the Fund's legal counsel);

s. Organize, attend and prepare minutes of shareholder meetings;

t. Provide consultation on regulatory matters relating to portfolio
management, Fund operations and any potential changes in the Fund's
investment policies, operations or structure; act as liaison to
legal counsel to the Fund and, where applicable, to legal counsel to
the Fund's independent Board members;

u. Maintain continuing awareness of significant emerging regulatory and
legislative developments which may affect the Fund, update the Board
and the investment adviser on those developments and provide related
planning assistance where requested or appropriate;

v. Develop or assist in developing guidelines and procedures to improve
overall compliance by the Fund and its various agents;

w. Counsel and assist the Fund in the handling of routine regulatory
examinations and work closely with the Fund's legal counsel in
response to any non-routine regulatory matters;

Subject to review and comment by the Fund's legal counsel:

x. Prepare and file with the SEC amendments to the Fund's registration
statement, including updating the Prospectus and Statement of
Additional Information, where applicable;

y. Prepare and file with the SEC proxy statements; provide consultation
on proxy solicitation matters;

z. Prepare agenda and background materials for Board meetings, make
presentations where appropriate, prepare minutes and follow-up on
matters raised at Board meetings; and

aa. Prepare and file with the SEC Rule 24f-2 notices.

The Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.

<PAGE>

6. FEES; EXPENSES; EXPENSE REIMBURSEMENT

The Administrator shall receive from the Fund such compensation for the
Administrator's services provided pursuant to this Agreement as may be agreed
to from time to time in a written fee schedule approved by the parties and
initially set forth in Schedule B to this Agreement. The fees are accrued
daily and billed monthly and shall be due and payable upon receipt of the
invoice. Upon the termination of this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. In
addition, the Fund shall reimburse the Administrator for its out-of-pocket
costs incurred in connection with this Agreement.

The Fund agrees promptly to reimburse the Administrator for any equipment
and supplies specially ordered by or for the Fund through the Administrator
and for any other expenses not contemplated by this Agreement that the
Administrator may incur on the Fund's behalf at the Fund's request or with the
Fund's consent.

The Fund will bear all expenses that are incurred in its operation and
not specifically assumed by the Administrator. Expenses to be borne by the
Fund, include, but are not limited to: organizational expenses; cost of
services of independent accountants and outside legal and tax counsel
(including such counsel's review of the Fund's registration statement, proxy
materials, federal and state tax qualification as a regulated investment
company and other reports and materials prepared by the Administrator under
this Agreement); cost of any services contracted for by the Fund directly from
parties other than the Administrator; cost of trading operations and brokerage
fees, commissions and transfer taxes in connection with the purchase and sale
of securities for the Fund; investment advisory fees; taxes, insurance
premiums and other fees and expenses applicable to its operation; costs
incidental to any meetings of shareholders including, but not limited to,
legal and accounting fees, proxy filing fees and the costs of preparation,
printing and mailing of any proxy materials; costs incidental to Board
meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director\trustee or employee of the Fund; costs
incidental to the preparation, printing and distribution of the Fund's
registration statements and any amendments thereto and shareholder reports;
cost of typesetting and printing of prospectuses; cost of preparation and
filing of the Fund's tax returns, Form N-1A or N-2 and Form N-SAR, and all
notices, registrations and amendments associated with applicable federal and
state tax and securities laws; all applicable registration fees and filing
fees required under federal and state securities laws; fidelity bond and
directors' and officers' liability insurance; and cost of independent pricing
services used in computing the Fund's net asset value.

The Administrator is authorized to and may employ or associate with such
person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Fund for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.

<PAGE>

7. INSTRUCTIONS AND ADVICE

At any time, the Administrator may apply to any officer of the Fund for
instructions and may consult with its own legal counsel or outside counsel for
the Fund or the independent accountants for the Fund at the expense of the
Fund, with respect to any matter arising in connection with the services to be
performed by the Administrator under this Agreement. The Administrator shall
not be liable, and shall be indemnified by the Fund, for any action taken or
omitted by it in good faith in reliance upon any such instructions or advice
or upon any paper or document believed by it to be genuine and to have been
signed by the proper person or persons. The Administrator shall not be held to
have notice of any change of authority of any person until receipt of written
notice thereof from the Fund. Nothing in this paragraph shall be construed as
imposing upon the Administrator any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

The Administrator shall be responsible for the performance of only such
duties as are set forth in this Agreement and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities of
any other party, including other service providers. The Administrator shall
have no liability for any error of judgement or mistake of law or for any loss
or damage resulting from the performance or nonperformance of its duties
hereunder unless solely caused by or resulting from the gross negligence or
willful misconduct of the Administrator, its officers or employees. The
Administrator shall not be liable for any special, indirect, incidental, or
consequential damages of any kind whatsoever (including, without limitation,
attorneys' fees) under any provision of this Agreement or for any such damages
arising out of any act or failure to act hereunder. In any event, the
Administrator's liability under this Agreement shall be limited to its total
annual compensation earned and fees paid hereunder during the preceding twelve
months for any liability or loss suffered by the Fund including, but not
limited to, any liability relating to qualification of the Fund as a regulated
investment company or any liability relating to the Fund's compliance with any
federal or state tax or securities statute, regulation or ruling.

The Administrator shall not be responsible or liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its control, including
without limitation, work stoppage, power or other mechanical failure, computer
virus, natural disaster, governmental action or communication disruption, nor
shall any such failure or delay give the Fund the right to terminate this
Agreement.

The Fund shall indemnify and hold the Administrator harmless from all
loss, cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by the Administrator resulting from any claim, demand,
action or suit in connection with the Administrator's acceptance of this
Agreement, any action or omission by it in the performance of its duties
hereunder, or as a result of acting upon any instructions reasonably believed
by it to have been duly authorized by the Fund, provided that this
indemnification shall not apply to actions or omissions of the Administrator,
its officers or employees in cases of its or their own gross negligence or
willful misconduct.

The Fund will be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Fund elects to assume the defense of any such suit and retain
counsel, the

7
<PAGE>

Administrator or any of its affiliated persons, named as defendant or
defendants in the suit, may retain additional counsel but shall bear the fees
and expenses of such counsel unless (i) the Fund shall have specifically
authorized the retaining of such counsel or (ii) the Administrator shall have
determined in good faith that the retention of such counsel is required as a
result of a conflict of interest.

The indemnification contained herein shall survive the termination of
this Agreement.

9. CONFIDENTIALITY

The Administrator agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Fund or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request or with the
written consent of the Fund.

10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS

The Fund assumes full responsibility for complying with all securities,
tax, commodities and other laws, rules and regulations applicable to it.

In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Administrator agrees that all records which it maintains for the Fund shall at
all times remain the property of the Fund, shall be readily accessible during
normal business hours, and shall be promptly surrendered upon the termination
of the Agreement or otherwise on written request. The Administrator further
agrees that all records which it maintains for the Fund pursuant to Rule 31a-1
under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2
under the 1940 Act unless any such records are earlier surrendered as provided
above. Records shall be surrendered in usable machine-readable form.

11. SERVICES NOT EXCLUSIVE

The services of the Administrator to the Fund are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or authorized by the Fund
from time to time, have no authority to act or represent the Fund in any way
or otherwise be deemed an agent of the Fund.

12. TERM, TERMINATION AND AMENDMENT

This Agreement shall become effective on . The Agreement shall remain in
effect for a period of from [the effective date\the date the Fund first
accepts money for investment], and shall automatically continue in effect
thereafter with respect to the Fund unless terminated in writing by either
party at the end of such period or thereafter on sixty (60) days' prior
written notice given by either party to the other party. Termination of this
Agreement with respect to any given Investment Fund shall in no way affect the
continued validity of this Agreement with respect to any other Investment
Fund. Upon termination of this Agreement, the Fund shall pay to the
Administrator such compensation and any reimbursable expenses as may be due
under the terms hereof as of the date of such termination,

<PAGE>

including reasonable out-of-pocket expenses associated with such termination.
This Agreement may be modified or amended from time to time by mutual written
agreement of the parties hereto.

13. NOTICES

Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to
the Fund: ________________, Attn:________________, fax:________________; if to
the Administrator: State Street Bank and Trust Company, 1776 Heritage Drive,
North Quincy, Massachusetts 02171, Attn: Sharon Baker Morin, Vice President
and Counsel, fax: (617) 985-2497.

14. NON-ASSIGNABILITY

This Agreement shall not be assigned by either party hereto without the
prior consent in writing of the other party, except that the Administrator may
assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control
with the Administrator.

15. SUCCESSORS

This Agreement shall be binding on and shall inure to the benefit of the
Fund and the Administrator and their respective successors and permitted
assigns.

16. ENTIRE AGREEMENT

This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.

17. WAIVER

The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed
by the waiving party.

18. SEVERABILITY

If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.

<PAGE>

19. GOVERNING LAW

This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.

20. REPRODUCTION OF DOCUMENTS

This Contract and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties
hereto all/each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that
any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written
above.

MONUMENT SERIES FUND, INC.

By:_______________________
Name:_____________________
Title:____________________

STATE STREET BANK AND TRUST COMPANY

By:_______________________
Name:_____________________
Title:____________________

<PAGE>

ADMINISTRATION AGREEMENT
Monument Series Fund, Inc.

SCHEDULE A
<TABLE>
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES

<CAPTION>
Investment Fund Authorized Shares
<S> <C>

Washington Area Growth Fund
Washington Area Aggressive Growth Fund
</TABLE>

<PAGE>

ADMINISTRATION AGREEMENT
Monument Series Fund, Inc.

SCHEDULE B
FEES AND EXPENSES

EXHIBIT 9(c)

FORM OF
SHAREHOLDER SERVICES AGREEMENT

SHAREHOLDER SERVICES AGREEMENT made this ___day of _____, 1997, by and
between Monument Shareholder Services, Inc., a Maryland corporation
("Shareholder Services"), and Monument Series Fund, Inc., a Maryland
corporation ("Company"), on behalf of each series (each, a "Portfolio";
collectively, "Portfolios") listed on Schedule A hereto, as the parties hereto
(collectively, the "Parties") may, from time to time, agree to amend in
writing ("Schedule A").

WHEREAS, the Company desires that Shareholder Services perform certain
shareholder-related services for the Company and for each Portfolio; and

WHEREAS, Shareholder Services is willing and able to perform such
services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration the receipt of which is
hereby acknowledged, the Parties agree as follows:

1. SERVICES. Shareholder Services shall perform for each Portfolio the
services set forth in Schedule B hereto, as the Parties may, from time to
time, agree to amend in writing ("Schedule B").

2. FEES. The Company shall compensate Shareholder Services, for the
services to be provided by Shareholder Services under this Agreement, in
accordance with, and in the manner set forth in, Schedule C hereto, as the
Parties may, from time to time, agree to amend in writing ("Schedule C"). In
addition, the Company shall reimburse Shareholder Services for its
out-of-pocket expenses in providing any additional services pursuant to the
written direction of an officer of the Company thereunto duly authorized.

3. TERM AND TERMINATION. This Agreement shall become effective with
respect to each Portfolio as of the date set forth across from its name on
Schedule A, such date for each Portfolio to be referred to herein as the
"Effective Date." This Agreement shall continue in effect with respect to each
Portfolio, unless earlier terminated by either Party as to a Portfolio as
provided hereunder, for an initial term of one year from its Effective Date.
Thereafter, this Agreement shall continue in effect unless either Party
terminates this Agreement with respect to a Portfolio by giving 90 days'
written notice to the other Party, whereupon this Agreement with respect to
that Portfolio shall terminate automatically upon the expiration of said 90
days. Fees and out-of-pocket expenses incurred by Shareholder Services but
unpaid by the Company upon such termination shall be immediately due and
payable upon and notwithstanding such termination.

<PAGE>

4. INSTRUCTIONS; RELIANCE ON RECORDS. Whenever Shareholder Services
receives written or oral instructions or other communications (each a
"communication," collectively, "communications") from a shareholder or any
officer of the Company or other authorized person purporting to act for or on
behalf of the Company, Shareholder Services shall take reasonable steps to
verify the authenticity of the communications before acting in reliance
thereupon. Such reasonable steps may include, for example, requiring
shareholders or such authorized persons to identify themselves by an
identification or authorization code. Shareholder Services may not rely upon
any communication, unless it reasonably believes that the communication is
genuine and is in proper form. Shareholder Services may, from time to time,
reasonably request that the Company provide, and the Company shall provide, or
cause to be provided, a certificate, letter or other instrument verifying the
authenticity of any communication sent by an officer of the Company or any
authorized person. As used in this section 6, "authorized person" shall mean
any person authorized by the Company's Board of Directors to perform services
for or on behalf of the Company or a Portfolio, and may include, among others,
the Company's investment adviser, any sub-adviser, custodian or transfer
agent. The Company agrees that Shareholder Services, in performing the
services hereunder, may reasonably rely on any written records that the
Company or any authorized person has prepared and/or provided.

5. STANDARD OF CARE. Shareholder Services shall use its best efforts to
insure the accuracy of all services performed under this Agreement, but shall
not be liable to the Company for any action taken or omitted by Shareholder
Services in the absence of bad faith, willful misconduct or negligence. Except
as otherwise provided herein, Shareholder Services assumes no responsibility
hereunder, and shall not be liable, for any damage, loss of data, delay or any
other loss whatsoever caused by events beyond its reasonable control.

6. LEGAL ADVICE. Shareholder Services shall notify the Company at any
time Shareholder Services believes that it is in need of the advice of counsel
(other than counsel in the regular employ of Shareholder Services or any
affiliated companies) with regard to Shareholder Services' responsibilities
and duties pursuant to this Agreement. Upon receipt of notice from Shareholder
Services, the Company may, in its sole discretion, determine, on behalf of a
Portfolio, whether to bear the expense of any such counsel. In no event shall
the Company or a Portfolio bear any such legal expense where such advice
relates to a matter involving Shareholder Services' bad faith, willful
misconduct or negligence with respect to Shareholder Services'
responsibilities and duties hereunder.

7. INDEMNIFICATION BY COMPANY. The Company, on behalf of each Portfolio,
agrees to indemnify and hold harmless Shareholder Services and each of its
directors and officers (or former directors and officers) and each, if any,
who controls Shareholder Services within the meaning of Section 15 of the
Securities Act of 1933 ("1933 Act"), Act (each, an "Indemnitee") from all
loss, cost, liability, claim, damage, or expense (including the reasonable
cost of investigating and defending against the same and any counsel fees
reasonably incurred in connection therewith) incurred by any Indemnitee under
common law or otherwise which arise out of or are based upon or are a result
of the actions taken or not taken by Shareholder Services with respect to the
performance of services under this Agreement with respect to the Portfolio;
provided, however, that Shareholder Services has met the standard of care set
out in Section 5

<PAGE>

hereof and has otherwise performed in accordance with the terms and conditions
of this Agreement. The indemnification set forth in this Section 7 shall not
apply to actions or omissions of an Indemnitee in cases of its own bad faith,
willful misconduct or negligence, and shall not apply if an Indemnitee fails
to give the Company written notice of and a reasonable opportunity to defend
against any such claim.

8. INDEMNIFICATION BY SHAREHOLDER SERVICES. Shareholder Services shall
indemnify and hold harmless the Company, including each Portfolio, and each of
its Directors and officers (or former Directors and officers) and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act (each, an "Indemnitee") from all loss, cost, liability, claim, damage, or
expense (including the reasonable cost of investigating and defending against
the same and any counsel fees reasonably incurred in connection therewith)
incurred by any Indemnitee under common law or otherwise which arise out of or
are based upon or are a result of (i) Shareholder Services' willful
misfeasance, bad faith, or negligence in the performance of its duties, or
(ii) the reckless disregard of its obligations and duties under this
Agreement, or that of its officers, agents, and employees, in the performance
of this Agreement. The indemnification set forth in this Section 8 shall not
apply to actions or omissions of any Indemnitee in cases of its own bad faith,
willful misconduct or negligence, and shall not apply if an Indemnitee fails
to give the Company written notice of and a reasonable opportunity to defend
against any such claim.

9. RECORD RETENTION AND CONFIDENTIALITY. Shareholder Services shall keep
and maintain all records that it is, or may be, required to keep and maintain
pursuant to any applicable statutes, rules and regulations in connection with
the services to be provided hereunder. Shareholder Services agrees to make
such records available for inspection by the Company or by the Securities and
Exchange Commission at reasonable times and otherwise to keep confidential all
records and other information relative to the Company and its shareholders,
except when requested to divulge such information by duly-constituted
authorities or court process, or requested by a shareholder with respect to
information concerning an account as to which such shareholder has either a
legal or beneficial interest or when requested by the Company.

10. RIGHTS OF OWNERSHIP. All computer programs and procedures developed
to perform services required to be provided by Shareholder Services under this
Agreement shall be the property of Shareholder Services. All records and other
data, except such computer programs and procedures, shall be the exclusive
property of the Company and shall be furnished to the Company in appropriate
form as soon as practicable after termination of this Agreement for any
reason.

11. RETURN OF RECORDS. Shareholder Services may, at its option at any
time, and shall promptly upon the Company's demand, turn over to the Company
and cease to retain all records and other data (collectively, "records")
created and maintained by Shareholder Services pursuant to this Agreement that
Shareholder Services no longer requires for the performance of its services
hereunder. If not so turned over to the Company, Shareholder Services shall
retain the records for six years from the year of creation. At the end of such
six-year period,

<PAGE>

Shareholder Services shall turn over the records to the Company unless the
Company authorizes in writing the destruction of such records.

12. REPRESENTATIONS OF THE COMPANY. The Company certifies to Shareholder
Services that this Agreement has been duly authorized by the Company and, when
executed and delivered by the Company, shall constitute a legal, valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and
remedies of creditors and secured parties.

13. REPRESENTATIONS OF SHAREHOLDER SERVICES. Shareholder Services
represents and warrants that the various procedures and systems that
Shareholder Services has implemented, or will implement, with regard to
safeguarding from loss or damage attributable to fire, theft, or any other
cause of the records, data, equipment facilities and other property used in
the performance of its obligations hereunder are adequate and that it shall
make such changes therein from time to time as are required for the secure
performance of its obligations hereunder.

14. INFORMATION TO BE FURNISHED BY THE COMPANY. The Company has furnished
to Shareholder Services the following:

(a) Copies of the Articles of Incorporation of the Company, certified by
the proper official of the state in which such Declaration has been
filed.

(b) Copies of the following documents:

i) The Company's Bylaws;

ii) Certified copies of resolutions of the Board of Directors
covering the approval of this Agreement, authorization of an
officer of the Company to execute and deliver this Agreement,
and authorization of officers of the Company to instruct
Shareholder Services hereunder.

(c) A list of all the officers of the Company, together with specimen
signatures of those officers who are authorized to instruct
Shareholder Services in all matters.

(d) Two copies of the following:

i) Prospectuses for each Portfolio and the Statement of
Additional Information of the Company;

ii) Distribution Agreement;

iii) Investment Advisory Agreement;

iv) Administration Agreement; and

<PAGE>

v) All other forms commonly used by the Company or its
Distributor with regard to their relationships and
transactions with shareholders of the Company.

15. INFORMATION FURNISHED BY SHAREHOLDER SERVICES. Shareholder Services
has furnished to the Company the following:

(a) Shareholder Services' Articles of Incorporation;

(b) Shareholder Services' By-Laws and any amendments thereto;

(c) Certified copies of resolution of the Board of Directors of
Shareholder Services covering the approval of this Agreement and
authorization of an officer of Shareholder Services to execute and
deliver this Agreement.

16. AMENDMENTS TO DOCUMENTS. The Company shall furnish Shareholder
Services written copies of any amendments to, and changes in, any of the items
referred to in Section 14 hereof forthwith upon such amendments and changes
becoming effective. In addition, the Company agrees that no amendments shall
be made to the Prospectus of a Portfolio or a Statement of Additional
Information of the Company that might have the effect of changing the
procedures employed by Shareholder Services in providing the services agreed
to hereunder or that might affect the duties of Shareholder Services hereunder
unless the Company first obtains Shareholder Services' approval of such
amendments or changes.

17. NOTICES. Any notice provided hereunder shall be deemed sufficient
when sent by registered or certified mail to either Party required to be
served with such notice, at the following address: 8377 Cherry Lane, Laurel,
Maryland 20707, or at such other address as a Party may from time to time
specify in writing to the other Party pursuant to this Section.

18. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this
Agreement.

19. ASSIGNMENT. This Agreement and the rights and duties hereunder shall
not be assignable with respect to a Portfolio by either Party except by the
specific written consent of the other Party.

20. GOVERNING LAW. This Agreement shall be governed by and provisions
shall be construed in accordance with the laws of the State of Maryland.

<PAGE>

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the day and year first above written.

MONUMENT SERIES FUND, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

MONUMENT SHAREHOLDER SERVICES, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

<PAGE>

SCHEDULE A

This schedule is an integral part of the Agreement to which it is
attached. Capitalized terms used herein have the same meaning as given to them
in the Agreement, except as otherwise noted.

<TABLE>
<CAPTION>
Name of Portfolio Effective Date
----------------- --------------
<S> <C>
Washington Area Growth Fund

Washington Area Aggressive Growth Fund
</TABLE>

MONUMENT SERIES FUND, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

MONUMENT SHAREHOLDER SERVICES, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

Dated:______________

<PAGE>

SCHEDULE B

SHAREHOLDER SERVICES

This schedule is an integral part of the Agreement to which it is
attached. Capitalized terms used herein have the same meaning as given to them
in the Agreement, except as otherwise noted.

Shareholder Services shall maintain accounts for, and serve as a customer
liaison to, the shareholders of each Portfolio, and shall perform various
services in relation thereto, which services shall include responding to
requests for information and other types of shareholder account inquiries,
both by telephone and in writing. The Parties expressly agree that the
services provided under this Agreement shall not include, and the amounts
payable hereunder shall not constitute compensation for, services relating to
transfer agency or sub-accounting services for the Company or any Portfolio
thereof.

MONUMENT SERIES FUND, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

MONUMENT SHAREHOLDER SERVICES, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

<PAGE>

SCHEDULE C

This schedule is an integral part of the Agreement to which it is
attached. Capitalized terms used herein have the same meaning as given to them
in the Agreement, except as otherwise noted.

<TABLE>
<CAPTION>
Name of Portfolio Fee
----------------- ---
<S> <C>
Washington Area Growth Fund Twenty one-hundredths of one
percent (.20%) of the
Portfolio's average annual
net assets, calculated daily
and payable on a monthly
basis

Washington Area Aggressive Growth Fund Twenty one-hundredths of one
percent (.20%) of the
Portfolio's average annual
net assets, calculated daily
and payable on a monthly
basis
</TABLE>

MONUMENT SERIES FUND, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

MONUMENT SHAREHOLDER SERVICES, INC.

By:___________________________________

Name:_________________________________

Title:________________________________

Dated:____________

EXHIBIT 13

FORM OF
SUBSCRIPTION AGREEMENT

This Subscription Agreement ("Agreement") between Monument Series Fund,
Inc. ("Company"), a corporation organized under the laws of the State of
Maryland, and ___________________ (the "undersigned") (collectively, the
"Parties").

In consideration of the mutual promises set forth herein, the Parties
agree as follows:

1. The Company agrees to sell to the undersigned, and the undersigned agrees
to purchase, __________ shares of common stock of the Company ("Shares") at a
price of ten dollars ($10.00) per Share for each series of the Company in the
following amounts: __________ Shares of Washington Area Growth Fund, and
________ Shares of the Washington Area Aggressive Growth Fund, on a date to be
specified by the Company, prior to the effective date of the Company's Form
N-1A Registration Statement under the Securities Act of 1933 ("1933 Act").

2. The undersigned represents and warrants to the Company that the Shares are
being acquired solely for investment purposes and not with a view towards
resale or disposition of all or any part thereof, and that [he] has no present
plan or intention to sell or otherwise dispose of the Shares or any part
thereof.

3. The undersigned represents and warrants that [he] has such knowledge and
experience of financial and business matters to evaluate the merits and risks
of the prospective investment and to make an informed decision.

4. The undersigned acknowledges that the Shares have not been registered under
any state or federal securities laws and that, therefore, the Company is
relying on certain exemptions therein from such registration requirements,
including exemptions dependent on the intent of the undersigned in acquiring
the Shares.

5. The undersigned agrees not to sell or dispose of the Shares or any part
thereof unless registration statements with respect to such shares are then in
effect under the 1933 Act and under any applicable state securities laws or
unless the undersigned shall have delivered to the Company an opinion of
counsel acceptable to the Company, in form and substance acceptable to the
Company, that no such registration is necessary.

6. The undersigned agrees to withdraw any request to redeem any of the shares
to the extent that the Company informs the undersigned that the effect of such
redemption could have a material adverse effect on the series of the Company.

7. The Parties acknowledge that there are no agreements or arrangements
between the undersigned and any of the Company's officers, directors,
employees or its

<PAGE>

investment adviser, or any affiliated persons thereof with respect to the
future distribution or redemption of shares.

8. The undersigned represents and warrants that the sale of the Shares will
only be made by redemption to the Company and not be a transfer to any third
party.

9. The undersigned acknowledges that [he] is fully aware that the organization
expenses of the Company, including the costs and expenses of registration of
the Shares, are being charged to the operation of the Company over a period of
five years, and that in the event the undersigned redeems any portion of these
shares prior to the end of said amortization period, the undersigned will
reimburse the Company for the pro rata share of the amortized organization
expenses (by reduction of the redemption proceeds) in the same proportion as
the number of Shares being redeemed bears to the total number of remaining
initial Shares acquired by the undersigned hereunder.

10. The undersigned acknowledges that [he] is aware that in issuing and
selling these Shares, the Company is relying upon the representations,
warranties and acknowledgments contained herein.

IN WITNESS WHEREOF, the Parties hereto have executed this agreement on this
______ day of ______________, 1997.

MONUMENT SERIES FUND, INC. [SUBSCRIBER]

BY:___________________________ ___________________________

EXHIBIT 15

FORM OF
PLAN OF DISTRIBUTION
PURSUANT TO RULE 12B-1

I. INTRODUCTION

This Plan sets out the terms and conditions by which Monument Series
Fund, Inc., a Maryland corporation (the "Company"), may, in effect, act as
distributor of the shares of which it is the issuer, pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "Act").

The Board of Directors ("Board") of the Company, including all of the
Independent Directors (as defined herein), has approved this Plan on behalf of
each series of the Company listed on Schedule A hereto (each, a "Portfolio,"
collectively, "Portfolios"), which may be amended from time to time in
accordance herewith ("Schedule A"). The Board approved this Plan, with respect
to each Portfolio, at an in-person meeting, held on ___________, 1997, that
was called for the purpose of voting upon this Plan.

In approving this Plan, the Board concluded, in the exercise of
reasonable business judgment, and in light of its fiduciary duties under
applicable law, including state law and Sections 36(a) and (b) of the Act,
that there is a reasonable likelihood that the Plan will benefit each
Portfolio and its shareholders.

II. AUTHORIZED PAYMENTS

The Company, on behalf of each Portfolio, shall pay a fee ("Distribution
Fee") to the principal underwriter and distributor of the shares of the
Portfolio ("Distributor"), for the activities and expenses described in
Section III. below. The maximum Distribution Fee payable by the Company, on
behalf of each Portfolio, shall be twenty-five one hundredths of one percent
(0.25%) per annum of the average daily net assets of each Portfolio. The
average daily net assets of each Portfolio shall be computed in the manner
described in the then current prospectus for the Portfolio, as effective under
the Securities Act of 1933. Each Portfolio shall accrue the Distribution Fee
daily, as appropriate, and shall pay the Fee monthly or at such other
intervals as the Directors, in their sole discretion, shall determine. Subject
to maximum limit set forth above, the Company, on behalf of a Portfolio, may
pay the Distribution Fee for activities and expenses borne in the past in
connection with its shares as to which no Distribution Fee was paid on account
of such limitation.

<PAGE>

III. ACTIVITIES AND EXPENSES

The Company, on behalf of each Portfolio, may use some or all of the
Distribution Fee to directly or indirectly finance any activity or expense
that is primarily intended to result in the sale of shares of the Portfolio
(within the meaning of Rule 12b-1(a)(2) under the Act), including, for
example:

(a) compensation to and expenses, including overhead and telephone
expenses, of employees of Distributor who engage in the distribution
of the shares of the Portfolio;

(b) printing and mailing of prospectuses, statements of additional
information, and periodic reports to prospective shareholders of the
Portfolio;

(c) expenses relating to the development, preparation, printing, and
mailing of advertisements, sales literature, and other promotional
materials describing and/or relating to the Portfolio;

(d) compensation to financial intermediaries and broker-dealers to pay
or reimburse them for their services or expenses in connection with
the distribution of the shares of the Portfolio;

(e) expenses of holding seminars and sales meetings designed to promote
the distribution of the shares of the Portfolio;

(f) expenses of obtaining information and providing explanations to
prospective shareholders of the Portfolio regarding its investment
objectives and policies and other information pertaining to it,
including its performance;

(g) expenses of training sales personnel selling the Portfolio's shares;
and

(h) expenses of personal services and/or maintenance of shareholder
accounts with respect to the shares of the Portfolio.

IV. TERM AND TERMINATION

A. TERM. The Plan shall take effect, with respect to each Portfolio, as
of the effective date ("Effective Date") set out next to the name of the
Portfolio on Schedule A. The Plan shall remain in effect, with respect to each
Portfolio, for a period of more than one year after the Effective Date, only
for so long as its continuance is specifically approved, along with any
related agreement(s), at least annually by vote of a majority (or whatever
greater or lesser percentage that may, from time to time, be required by
Section 12(b) of the Act and/or the rules thereunder, as administered by the
Securities and Exchange Commission ("SEC")) of both (a) the

<PAGE>

Board, and (b) the Independent Directors, cast in person, at a meeting called
for the purpose of voting on the Plan and any related agreement(s).

B. TERMINATION. The Plan may be terminated at any time, with respect to
each Portfolio, by vote of a majority of the Independent Directors or by vote
of a majority of the outstanding voting securities of that Portfolio. If this
Plan is terminated, the obligation of the Company, on behalf of a Portfolio,
to make payments pursuant to this Plan shall also cease and the Company shall
not be required to make any payments beyond the termination date even with
respect to expenses incurred prior to the termination date.

V. REPORTS TO BOARD

Distributor shall provide to the Directors and the Directors shall
review, at least quarterly, a written report of the amounts of the
Distribution Fee expended and the purposes for which such expenditures were
made.

VI. AMENDMENT OF PLAN

The Plan may not be amended, with respect to any Portfolio, to materially
increase the amount of the Distribution Fee permitted by Section II. hereof
until such amendment has been approved by a vote of at least the majority of
the outstanding voting securities of that Portfolio. All material amendments
to the Plan must approved in the manner described in Section IV.A above.

VII. SELECTION OF DIRECTORS

To the extent required by Rule 12b-1(c) under the Act, or any successor
provision, as administered by the SEC, while the Plan is in effect, the
selection and nomination of the Independent Directors shall be committed
solely to the discretion of the Independent Directors then in office.

VIII. RECORDS

The Company shall preserve copies of the Plan, any related agreements and
all reports made pursuant to Section V hereof, for a period of not less than
six years from the date of the Plan, any such agreement, or any such report,
as the case may be, the first two years in an easily accessible place.

<PAGE>

IX. AGREEMENTS RELATED TO PLAN

Any agreement related to the Plan shall be in writing, and shall provide,
with respect to each Portfolio, that:

(a) the agreement may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Directors, or
by a majority of the outstanding voting securities of that
Portfolio, on not more than sixty (60) days' written notice;

(b) the agreement shall automatically terminate in the event of its
assignment; and

(c) the agreement shall continue in effect for a period of more than one
year from the date of its execution or adoption only so long as such
continuance is specifically approved at least annually by the Board
and the Independent Directors, in the manner described in Section
IV.A., above.

X. TERMINOLOGY

As used herein, the terms "assignment," "interested person," and
"majority of the outstanding voting securities" shall have the respective
meanings specified in the Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the SEC. The term "Independent
Directors" shall mean those Directors of the Company who are not "interested
persons" of the Company (as that term is defined by Section 2(a)(19) of the
Act) and who have no direct or indirect financial interest in the operation of
the Plan or any agreements related thereto.

Adopted as of __________, 1997
Last Amended: Not Applicable

<PAGE>

SCHEDULE A

This schedule is an integral part of the Agreement to which it is
attached. Capitalized terms used herein have the same meaning as given to them
in the Agreement, except as otherwise noted.

<TABLE>
<CAPTION>
NAME OF PORTFOLIO EFFECTIVE DATE
----------------- --------------
<S> <C>
Washington Area Growth Fund

Washington Area Aggressive Growth Fund
</TABLE>

Adopted as of __________, 1997
Last Amended: Not Applicable