MONUMENT SERIES FUND INC
N-30D, 1999-01-04
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                   Annual Report to Shareholders







                    MONUMENT SERIES FUND, INC.







                        For the Period Ended
                          October 31, 1998



<PAGE>



                    Monument Series Fund, Inc.


25th November, 1998

To Our Shareholders,

Background

The Monument  Washington  Regional Growth and the Monument  Washington  Regional
Aggressive  Growth Funds are designed to capitalize  on the growth  potential of
the  Washington/Baltimore  Region in coming decades. Each fund invests primarily
in  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.  Each Fund seeks to maximize  long-term
growth of capital  by  primarily  investing  in common  stocks  and  convertible
securities.

Each Fund is managed by  Monument  Advisors,  Ltd.  ("Advisors"),  a  registered
investment  advisor.  Advisors  uses top down and bottom up  analysis  plus site
visits and technical analysis techniques to identify Washington Region companies
which  Advisors  believes to be well  positioned  for earnings  growth,  possess
outstanding  management,  and priced right in the market  place for  significant
capital  appreciation.  Advisors  expects each  Portfolio to be weighted  toward
computer and software  technology;  communications;  service industries;  health
sciences; defense and biotechnology.

Fiscal Year 1998 Review

The first ten months of 1998 was clearly  marked by the  phenomenon of flight to
quality.  The near collapse of the Asian  financial  system  exerted  tremendous
economic  strains  and caused  political  upheavals.  Many  countries  saw their
currencies  and stock markets drop fifty to eighty  percent in a short period of
time.  What was  initially  a  seemingly  innocuous  credit  problem in Thailand
cascaded  into a full-blown  recession  in South East Asia and wreaked  havoc in
other  developing  countries.  The  impact of the Asian flu is still  being felt
throughout the world, including the US economy.

With so many uncertainties  overshadowing  economies  worldwide,  excess capital
that  fled  these  countries  naturally  landed  in the US,  which  had the best
performing economy, thereby strengthening the dollar and increasing liquidity in
the financial  markets here.  Record  amounts of mergers and  acquisitions,  and
rising national income further boosted  financial asset prices.  Thus the famous
`irrational exuberance' characterization coined by Mr.
Greenspan.

In late  summer  investor  psychology  made a  sudden  turn  after  the  Russian
government defaulted on its bonds. Liquidity in credit markets quickly dried up.
Long-Term Capital Management ("LTCM"), once a very successful hedge fund betting
on interest rate convergence,  suddenly found itself at the brink of bankruptcy.
The New York Federal Reserve quickly  intervened  since a forced  liquidation of
LTCM's huge positions could drastically  destabilize the world financial market.
Markets  around the world dove  steeply as  concerned  investors  rushed for the
exit.  Finally,  the Federal Reserve stepped in, cutting interest rates in rapid
succession and injecting liquidity into the credit markets.

Share prices  rebounded  immediately  after Mr.  Greenspan  made an  unscheduled
interest  rate cut in mid  October.  From the lowest  point in October,  the S&P
rebounded  12.1% while the Russell 2000 added 9.6% by the end of October.  Still
concerned about another  incident similar to LTCM and a renewed fear of economic
slowdown,  investors  bid the  share  prices of large  capitalization  issues up
further, amplifying the three year divergence.


Outlook

The ripple effect of the Asian  economic  crisis  finally  reached the US in the
summer.  The strong dollar and weak Asian demand  reduced US exports and boosted
imports.  Falling import prices also  contributed to a deflationary  environment
such that producers have  practically no pricing power. In addition,  wages keep
rising, thereby squeezing corporate profit margins.

Although  consumers  have  become  more  cautious,  we continue to expect a good
Christmas  season for  retailers,  on-line and on Main Street.  However,  profit
margins  may not be as good as  those in  previous  years so we may see a marked
pull back of production and hiring plans after  Christmas.  In the first quarter
1999,  if tax refunds are not as robust and timely as in the previous two years,
the US economy may slow to zero growth situation.  However, a stronger yen and a
slowly  recovering  Japanese economy will likely begin to pull the battered S.E.
Asian economies out of a recession in the first half of 1999,  thereby  boosting
US exports  in the  second  half.  Therefore,  the US economy  may not fall into
recession at all.

In the  short-term,  easy monetary  policy and strong  employment may send share
prices  to  new  highs,  especially  at  the  turn  of  the  year  when  pension
contributions and bonus money flow into the market.

The Monument Washington Regional Growth Fund

Being  under-represented  in the  Dow  30  and  S&P  500,  large  capitalization
Washington Regional companies generally under-performed these indices. Moreover,
the carnage in  technology  and  financial  sectors in late summer  impacted the
Growth Fund disproportionately.  Year-to-date,  the Monument Washington Regional
Growth Fund returned 3.2% after expenses, while the S&P 500 returned 14.4%.

However,  we expect the Growth Fund to close the performance gap against the S&P
500 as technology and financial shares rebound.  A general economic  recovery in
Asia will boost  technology  shares since most  technology  companies have large
exposure to the Asian economies. Financial shares, in the meantime, will benefit
from lower interest rates, as the Federal Reserve attempts to avoid a recession.


The Monument Washington Regional Aggressive Growth Fund

For  year-to-date,  the  Monument  Washington  Regional  Aggressive  Growth Fund
returned 7.8% as compared to a negative (13.47%) for the benchmark Russell 2000.

Many  smaller,  leading-edge  companies,  like  those in  telecommunication  and
information  technology  sectors,  performed  relatively well, despite the heavy
toll taken on technology  shares in general.  We expect the  Aggressive  Fund to
continue  to be  highly  volatile  and  encourage  shareholders  to  maintain  a
long-term investment horizon.



<PAGE>



The Washington Region

We continue to see  tremendous  growth in the  Washington  Region,  particularly
among    new    wave    industries:    biotechnology,    healthcare    services,
telecommunications, information technology, and computer software. We expect the
regional  economy to stay robust  during the first half of 1999 when a slow down
of the national economy is expected. High demand for  information/communications
services and infrastructure,  and stable government spending, should provide the
Washington Region a growing economy and improving quality of life through 1999.

We believe the Washington  Region to be one of the most  promising  areas in the
world for investors over the next five to ten years.  We will work diligently to
help our shareholders participate in that potential.



Respectfully,


David A. Kugler                           Alexander C. Cheung, CFA
President                                 Senior Portfolio Manager



<PAGE>


                         [Graph goes here]

                     Monument Washington
                     Regional Growth Fund           S & P 500
                     --------------------           ---------

January 6, 1998                $ 9,525.00           $10,000.00
October 31, 1998                10,320.00            11.440.00



<PAGE>



             MONUMENT WASHINGTON REGIONAL GROWTH FUND

                 SCHEDULE OF PORTFOLIO INVESTMENTS
                         October 31, 1998

    Number
     of                                                   Market
    Shares  Security Description                           Value
    ------  --------------------                           -----


           Common Stock:                   83.34%
           Airlines:                        2.64%
      100   US Airways Group, Inc. *                    $  5,656
                                                        --------

            Banking:                         7.88%
      100   BankAmerica Corporation                        5,744
      100   Crestar Financial Corporation                  6,587
      100   First Virginia Banks, Inc.                     4,562
                                                           -----
                                                          16,893
                                                          ------

           Computer Services:              11.23%
      100   America OnLine, Inc. *                        12,706
      100   Computer Sciences Corporation  *               5,275
      150   Electronic Data Systems Corporation            6,103
                                                           -----
                                                          24,084                
                                                          ------


            Computer Software:              13.99%
      100   Computer Associates International, Inc         3,938
      100   Microsoft Corporation  *                      10,588
      150   Network Associates, Inc.  *                    6,375
      200   Oracle Corporation *                           5,913
      150   Peoplesoft, Inc. *                             3,178
                                                           -----
                                                          29,992
                                                          ------


            Electronics and Semiconductors   4.16%
      100   Intel Corporation                              8,919
                                                           -----

            Financial Services:             16.19%
      100   Capital One Financial                         10,175
      150   Federal Home Loan Mortgage                     8,625
      150   Federal National Mortgage                     10,622
      200   Legg Mason, Inc.                               5,313
                                                           -----
                                                          34,735
                                                          ------
            Hotels and Motels:               3.76%
      300   Marriot International                          8,062
                                                           -----


            Oil/Energy:                      3.53%
      100   Mobil Corporation                              7,569
                                                           -----

            Publishing and Broadcasting:     4.10%
      100   Gannett Company                                6,188
      200   Sinclair Broadcast Group Class A  *            2,600
                                                           -----
                                                           8,788
                                                           -----

            Retail:                          3.37%
      200   Circuit City Stores                            7,237
                                                           -----


           Telecommunications:              9.63%
      250   Nextel Communications, Inc. Class A            4,531
      150   MCI WorldCom, Inc. *                           8,288
      200   Qwest Communications International *           7,825
                                                           -----
                                                          20,644
                                                          ------

            Utilities-Electric:              2.86%
      150   AES Corporation *                              6,141
                                                           -----

            Total Common Stock:
            (Cost:  $175,478)                            178,720
                                                         -------



            Short Term Investments:
   27,179   Star Treasury Fund
            (Cost:  $27,179)                              27,179
                                                          ------


            Total Investments
            (Cost:  $202,657)**             96.01%       205,899
            Other assets, net                3.99%         8,550
                                             ----          -----
            Net Assets                     100.00%      $214,449
                                           ======       ========








*   Non-income producing
**  Cost for Federal income tax purposes is $202,657 and net unrealized
    appreciation consists of:

           Gross unrealized appreciation               $  18,040
           Gross unrealized depreciation                 (14,798)
                                                         ------- 
           Net unrealized appreciation                 $   3,242
                                                       =========

See Notes to Financial Statements


Statement of Assets and Liabilities
October 31,1998
- --------------------------------------------------------------------------------
ASSETS
 Investments at value (identified
   cost of $175,478)(Note 1)                            $178,720
  Short-term investment                                   27,179
Receivables
  Dividends                             $    69
  Interest                                   34
                                             --              103
Organization expenses  (Note 1)                           75,214
Prepaid expenses                                             888
Due from manager                                          33,453
                                                          ------
    TOTAL ASSETS                                         315,557
                                                         -------

LIABILITIES
Payables
  Investment management fee               1,242
  Administration fee                        592
  Custody fee                               200
  Transfer agent fee                        559
  Directors fee                           8,000
  Organization fee                       89,943
  Accounting fee                            572
                                            ---
  TOTAL LIABILITIES                                      101,108
                                                         -------

NET ASSETS                                              $214,449
                                                        ========

NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($214,449 / 20,784 shares outstanding                   $  10.32
                                                        ========

Net assets consist of:
   Par value @.01                                       $    208
   Capital in excess of par                              224,101
   Accumulated undistributed net income                      766
   Accumulated undistributed realized
     loss on investments                                 (13,868)
   Net unrealized appreciation                             3,242
                                                           -----
   Net Assets                                           $214,449
                                                        ========


See Notes to Financial Statement





Statement of Operations
January 6* to October 31, 1998
- --------------------------------------------------------------------------------

INVESTMENT INCOME
Income:
  Dividends                             $    727
  Interest                                    39
                                              --

     Total income                                                      $    766

Expenses:
   Investment management fees (Note 1)     1,242
   12B-1 fee  (Note 1)                       621
   Administration fees  (Note 2)             592
   Custodian and accounting fees             772
   Transfer agent fees                    21,403
   Professional fees                       6,592
   Organizational expenses (Note 1)       14,729
   Directors fees                          8,907
   Registration                              729
   Other                                   3,248
                                           -----
   Total expenses                                                        58,835
   Expense reimbursements/advisor                                       (58,214)
   Expense reimbursements/distributor                                      (621)
                                                                           ----
   Expenses, net                                                            -0-
                                                                           ---- 
 Net investment income                                                      766
                                                                            ---

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

  Net realized loss on investments                                      (13,868)
  Net change in unrealized appreciation on investments                    3,242
  Net loss on investments                                               (10,626)
                                                                        -------
  Net decrease in net assets resulting from operations                  $(9,860)
                                                                        -------

*  Commencement of operations

See Notes to Financial Statements






Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
                                                                  January 6* to
                                                                October 31, 1998
                                                                ----------------

OPERATIONS
  Net investment income                                                $    766
  Net realized loss on investments                                      (13,868)
  Net change in unrealized appreciation of investments                    3,242
                                                                          -----

  Net decrease in net assets resulting from operations                   (9,860)

CAPITAL SHARE TRANSACTIONS
 Net increase in net assets
 resulting from capital
     share transactions**                                               173,809
                                                                        -------

 Net increase in net assets                                             163,949
 Net assets at beginning of the period                                   50,500
                                                                         ------

NET ASSETS at the end of the period                                    $214,449
                                                                       ========


**A summary of capital share transactions follows:


                                                  January 6* to
                                                October 31, 1998
                                                ----------------
                                          Shares                 Value
                                          ------                 -----
Shares sold                               20,023                $220,013
Shares redeemed                           (4,290)                (46,204)
                                          ------                 -------
Net increase                              15,733                $173,809
                                          ======                ========


*  Commencement of operations

See Notes to Financial Statements



Financial Highlights
For a Share Outstanding Throughout The Period
- --------------------------------------------------------------------------------
                                                January 6* to
                                               October 31, 1998
                                               ----------------


Per Share Operating Performance
Net asset value,
   beginning of the period                         $10.00
                                                   ------

Income from investment
   operations-
   Net investment income                             0.04
   Net realized and unrealized
    gain (loss) on investments                       0.28
                                                     ----

    Total from investment operations                 0.32
                                                     ----

Net asset value, end of the period                 $10.32
                                                   ======

Total Return                                        3.20%
Ratios/Supplemental Data
Net assets, end of period (000's)                   $214
Ratio to average net assets-
  Expenses                                         51.07%
  Net investment income                              .66%
Portfolio turnover rate                            82.00%

 *  Commencement of operations

See Notes to Financial Statements


<PAGE>



                         [Graph goes here]

                     Monument Washington
                     Regional Aggressive
                     Growth Fund                    Russell 2000
                     -----------                    ------------

January 6, 1998           $  9,525.00               $10,000.00
October 31, 1998            10,780.00                 8,653.00


<PAGE>




        MONUMENT WASHINGTON REGIONAL AGGRESSIVE GROWTH FUND

                 SCHEDULE OF PORTFOLIO INVESTMENTS
                         October 31, 1998

   Number
     of                                                   Market
  Shares Security Description                              Value
  ------ ---------------------                             -----


         Common Stock:                        75.70%

         Aerospace/Defense Equipment:          1.82%
     100 Orbital Sciences Corporation *                  $ 3,300
                                                         -------
         Banking:                              1.55%
     200 Columbia Bancorp                                  2,800
                                                           -----

         Computers:                            4.52%
     200 MICROS Systems, Inc. *                            4,413
     200 RWD Technologies, Inc. *                          3,775
                                                           -----
                                                           8,188
                                                           -----

         Computer Services:                   11.73%
     300 Axent Technologies, Inc. *                        7,537
     150 Network Solutions, Inc. Class A *                 8,006
     200 Visual Networks, Inc. *                           5,700
                                                           -----
                                                          21,243
                                                          ------

         Computer Software:                    6.43%
     300 Manugistics Group, Inc. *                         4,312
     300 PSINet, Inc. *                                    4,331
     200 Software AG Systems, Inc. *                       3,000
                                                           -----
                                                          11,643
                                                          ------

         Construction - Residential:           1.87%
     100 NVR, Inc. *                                       3,400
                                                           -----

         Consulting Services:                  3.20%
     200 Maximus, Inc. *                                   5,800
                                                           -----

         Data Processing:                      9.05%
     200 American Management Systems *                     6,137
     200 Best Software, Inc.  *                            4,900
     300 Deltek Systems, Inc.  *                           5,363
                                                           -----
                                                          16,400
                                                          ------

         Diagnostic Equipment:                 3.30%
     200 IGEN International, Inc. *                        5,975
                                                           -----

         Education/Educational Services:       5.29%
     100 Strayer Education, Inc.                           3,400
     200 Sylvan Learning Systems, Inc. *                   6,175
                                                           -----
                                                           9,575
                                                           -----



          Financial:                            4.71%
     100 HealthCare Financial Partners, Inc. *             3,062
     300 TeleBanc Capital Markets, Inc. *                  5,475
                                                           -----
                                                           8,537
                                                           -----


         Health Care Intemediary:              2.54%
     200 United Payors and United Providers, Inc. *        4,600
                                                           -----


         Pharmaceuticals:                      5.57%
     150 MedImmune, Inc. *                                10,088
                                                          ------

         Research and Development:             2.98%
     200 Pharmaceutical Product Development, Inc. *        5,400
                                                           -----

         Retirement/Assisted Living Care:      5.94%
     250 Sunrise Assisted Living, Inc. *                  10,766
                                                          ------

         Telecommunications:                   5.20%
     100 Comsat Corporation                                3,944
     200 Transaction Network Services, Inc. *              5,475
                                                           -----
                                                           9,419
                                                           -----

         Total Common Stock
         (Cost:  $131,976)                               137,134
                                                         -------


         Short Term Investments:              19.63%
  35,569 Star Treasury Fund
         (Cost:  $35,569)                                 35,569
                                                          ------

         Total Investments:
         (Cost:  $167,545)**                95.33%       172,703
         Other assets, net                   4.67%         8,456
                                             ----          -----
         Net Assets                        100.00%    $  181,159
                                           ======     ==========

*     Non-income producing
**    Cost for Federal income tax purposes is $167,545 and net unrealized
      appreciation/depreciation consists of:

         Gross unrealized appreciation                $   20,778
         Gross unrealized depreciation                   (15,620)
                                                         -------
         Net unrealized appreciation                  $    5,158
                                                      ==========

See Notes to Financial Statements




Statement of Assets and Liabilities
October 31, 1998
- --------------------------------------------------------------------------------

ASSETS
 Investments at value (identified
   cost of $131,976)(Note 1)                           $ 137,134
   Short-term investment                                  35,569
   Interest receivable                                        39
   Prepaid expenses                                          888
   Due from manager                                       33,323
   Organization expenses (Note 1)                         75,214
                                                          ------
          TOTAL ASSETS                                   282,167
                                                         -------

LIABILITIES
  Payables
   Investment management fees         1,142
   Administration fee                   592
   Custody fee                          200
   Transfer agent fee                   559
   Directors fee                      8,000
   Organization fee                  89,943
   Accounting fee                       572
                                        ---
          TOTAL LIABILITIES                              101,008
                                                         -------

NET ASSETS                                              $181,159
                                                        ========

NET ASSET VALUE AND
 REDEMPTION PRICE PER SHARE
 ($181,159 / 16,810 shares outstanding)                 $  10.78
                                                        ========

Net assets consist of:

   Par value @.01                                       $    168
   Capital in excess of par                              183,784
   Accumulated undistributed net income                      706
   Accumulated undistributed realized
     loss on investments                                  (8,657)
   Net unrealized appreciation  on investments             5,158
                                                          ------
   Net Assets                                           $181,159
                                                        ========

See Notes to Financial Statements




Statement of Operations
January 6* to October 31, 1998
- --------------------------------------------------------------------------------

INVESTMENT INCOME
Income:
   Dividends                             $    659
   Interest                                    47
                                               --

     Total income                                                     $     706


Expenses:
   Investment management fees (Note 2)      1,142
   12B-1 fee  (Note 2)                        571
   Administration fees (Note 2)               592
   Custodian and accounting fees              774
   Professional fees                        6,592
   Transfer agent fees                     21,359
   Organizational expenses (Note 1)        14,729
   Directors fees                           8,907
   Registration fees                          729
   Other                                    3,246
                                            -----

Total expenses                                                           58,641
  Expense reimbursements/advisor                                        (58,070)
  Expense reimbursements/distributor                                       (571)
                                                                           ----
  Expenses, net                                                             -0-
                                                                           ----
  Net investment income                                                     706
                                                                           ----

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized loss on investments                                      (8,657)
   Net change in unrealized appreciation on investments                   5,158
                                                                          -----
   Net loss on investments                                               (3,499)
                                                                         ------
   Net decrease in net assets resulting from operations                $ (2,793)
                                                                       ========


*  Commencement of operations

See Notes to Financial Statements




Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
                                                                  January 6* to
                                                                October 31, 1998
                                                                ----------------


OPERATIONS
 Net investment income                                           $     706
 Net realized loss on investments                                   (8,657)
 Net change in unrealized appreciation of investments                5,158
                                                                     -----
  Net decrease in net assets resulting from operations              (2,793)

CAPITAL SHARE TRANSACTIONS
 Net increase in net assets
     resulting from capital
     share transactions**                                          134,452
                                                                   -------
 Net increase in net assets                                        131,659
 Net assets at beginning of the period                              49,500
                                                                    ------

NET ASSETS at the end of the period                               $181,159
                                                                  ========

**A summary of capital share transactions follows:

                                                January 6* to
                                               October 31, 1998
                                               ----------------

                                        Shares                   Value
                                        ------                   -----
Shares sold                             12,522                 $141,837
Shares redeemed                           (662)                  (7,385)
                                          ----                   ------
Net increase                            11,860                 $134,452
                                        ======                 ========

*  Commencement of operations

See Notes to Financial Statements




Financial Highlights
For a Share Outstanding Throughout The Period
- --------------------------------------------------------------------------------
                                                        January 6* to
                                                      October 31, 1998
                                                      ----------------

Per Share Operating Performance
Net asset value, beginning of the period                   $ 10.00
                                                           -------

Income from investment operations-
   Net investment income                                      0.04
   Net realized and unrealized
    gain (loss) on investments                                0.74
                                                              ----

    Total from investment operations                          0.78
                                                              ----

Net asset value, end of the period                         $ 10.78
                                                           =======

Total Return                                                  7.80%
Ratios/Supplemental Data
Net assets, end of period (000's)                             $181
Ratio to average net assets-
  Expenses                                                   58.25%
  Net investment income                                        .70%
Portfolio turnover rate                                      88.00%


*  Commencement of operations

See Notes to Financial Statements






Monument Series Fund, Inc.
Notes to Financial Statements
- --------------------------------------------------------------------------------

Note 1--SIGNIFICANT ACCOUNTING POLICIES. Monument Series Fund, Inc. (the "Fund")
     is an open-end,  non-diversified  management  investment company registered
     under the  Investment  Company Act of 1940. It was  incorporated  under the
     laws of the State of Maryland on April 7, 1997. The Fund currently consists
     of the Monument  Washington  Regional  Growth Fund ("Growth  Fund") and the
     Monument  Washington  Regional  Aggressive Growth Fund ("Aggressive  Growth
     Fund") (each a "Fund";  collectively the "Funds"). Prior to January 6, 1998
     the Funds have had no operations other than those related to organizational
     matters and the sale and issuance of initial  shares  (5,050 for the Growth
     Fund and 4,950 for the Aggressive Growth Fund) to shareholders. The Fund is
     authorized to issue 2,000,000,000  shares of $.001 par value capital stock.
     Each Fund  represents  a separate  series of shares of common  stock of the
     Monument Series Fund, Inc.

      The following is a summary of significant  accounting policies followed by
      the  Fund.  The  policies  are  in  conformity  with  generally   accepted
      accounting principles.

      A. Use of  Estimates:  The process of preparing  financial  statements  in
      conformity  with  generally   accepted   accounting   principles   require
      management  to make  estimates  and  assumptions  that affect the reported
      amount of assets and liabilities and disclosures of contingent  assets and
      liabilities  at the  date  of the  financial  statements,  as  well as the
      reported  amounts of revenue and  expenses  during the  reporting  period.
      Actual results could differ from these estimates.

      B.  Investment  Valuation:  Equity  securities  listed  on an  established
      securities  exchange or on the NASDAQ  National Market System are value at
      their last sale price on the exchange where primarily  traded or, if there
      is no reported  sale,  at the mean between the closing bid and asked price
      on that day.  Over-the-counter  portfolio securities are value at the mean
      between  the last bid and asked  prices  based upon  quotes  furnished  by
      market  markers for such  securities.  Exchange  listed  convertible  debt
      securities  are value at the mean  between  the last bid and asked  prices
      obtained  from  broker-dealers  or  a  comparable  alternative,   such  as
      Bloomberg or Telerate.

      Other securities for which market quotes are readily  available are valued
      at the current market price, which may be obtained from a pricing service.
      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 of Directors.




<PAGE>


      C.  Investment  Transactions:  All securities are recorded on a trade date
      basis.  Dividend income is recorded on the  ex-dividend  date and interest
      income is  recorded  on the accrual  basis.  Realized  gains and losses on
      sales of securities are determined on the basis of identified cost.

      D.  Organization  Expenses:   All  organizational   expenses  incurred  in
      connection with the  organization  and initial  registration  were paid by
      Monument Advisors,  Inc. However,  the Funds will reimburse the investment
      advisor for such cost.  Organizational  costs have been  deferred  and are
      being  amortized  on a  straight-line  basis over a period of sixty months
      from the date the Funds commenced  investment  operations.  The Funds have
      agreed with the  Investment  Advisor that if any of the initial  shares of
      the Funds are  redeemed  during the  amortization  period,  the Funds will
      reduce the  redemption  proceeds for the then  unamortized  organizational
      expenses in the same ratio as the number of redeemed  shares  bears to the
      number of initial shares at the time of such redemption.

      E. Federal  Income  Taxes:  Each Fund is treated as a separate  entity for
      Federal  tax  purposes.  Each  Fund  intends  to  qualify  each  year as a
      regulated  investment  company under  Subchapter M of the Internal Revenue
      Code,  as  amended.  By so  qualifying,  the Funds  will not be subject to
      Federal  income  taxes to the  extent  that they  distribute  all of their
      taxable  income,   including  realized  capital  gains.  In  addition,  by
      distributing  during each  calendar  year  substantially  all of their net
      investment  income,  capital gains and certain other amounts,  if any, the
      Funds will not be subject to a Federal income excise tax.

      F. Dividend and Distribution to  Shareholders:  The Fund intends to pay an
      annual  dividend to  shareholders  of record  representing  its entire net
      investment  income and to distribute all of its realized net capital gains
      at least annually.  Distributions  are recorded on the  ex-dividend  date.
      Income  distributions  and capital gains  distributions  are determined in
      accordance  with  Federal  income tax  regulations,  which may differ from
      generally accepted accounting principles.

Note 2--INVESTMENT  MANAGEMENT AND DISTRIBUTION  AGREEMENTS.  Monument Advisors,
     Ltd.  ("Monument  Advisors"),  a  wholly-owned  subsidiary  of the Monument
     Group, Inc. has been retained under an Investment  Advisory  Agreement (the
     "Advisory  Agreement")  with the Funds, to supervise the management and the
     investment program of the Fund. As full compensation for its services under
     the  Agreement,  each Fund will pay the Advisor a monthly fee,  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  than $50 million  through $100 million in net assets;
     and 0.625% of the average monthly net assets  exceeding $100 million in net
     assets. For the period ended October 31, 1998, Monument Advisors waived all
     of its fees.



<PAGE>


      Each Fund has  approved  a Plan of  Distribution  pursuant  to Rule  12b-1
      providing for the payment of a maximum distribution fee, equal to 0.50% of
      its average daily net assets, to Monument  Distributors,  Inc.  ("Monument
      Distributors")   the  principal   underwriter  for  each  Fund.   Monument
      Distributors  have  agreed  to waive  the  distribution  fee for the first
      twelve  months of  operations  for the Growth Fund and  Aggressive  Growth
      Fund. For the period ended October 31, 1998, Monument  Distributors waived
      $1,192.

      The Advisor has  voluntarily  agreed to pay all operating  expenses of the
      Growth Fund and the  Aggressive  Growth Fund. For the period ended October
      31, 1998, Monument Advisors have reimbursed,  or have agreed to reimburse,
      the Funds $58,070 and $58,214, respectively.  This voluntary reimbursement
      may be terminated at any time without notice.

      On October 31, 1998, Monument Group, Inc. owned 5.4% of the outstanding 
      shares of the Aggressive Growth Fund.

      Administrative  Agreement--State  Street Bank and Trust Company  agreed to
      provide  certain  administrative  services  to each  Fund  pursuant  to an
      administration   agreement  dated  October  31,  1997.  The  Administrator
      provided services to the Fund that related to  administration,  operations
      and compliance.  For its services, State Street Bank and Trust Company was
      to receive  from each Fund a monthly  fee equal to an  annualized  rate of
      0.10% of the Fund's  average daily net assets or an annual fee of $85,000,
      whichever is was greater.  The agreement  with State Street Bank and Trust
      Company was terminated in October,  1998. As a result of this termination,
      State Street Bank and Trust Company agreed to forego fees in the amount of
      $182,000 that had been accrued under this agreement.

      Pursuant to an Administration Agreement ("Administrative Agreement") dated
      October 20, 1998,  Commonwealth  Shareholder  Services,  Inc.  ("CSS") was
      appointed  administrative  agent to the Fund.  For its services  under the
      Administrative  Agreement,  CSS  receives  0.20% of the average  daily net
      assets, or an annual fee of $18,000, whichever is greater, for each Fund.

Note  3--INVESTMENTS/CUSTODY. Purchases and sales of securities for the Monument
      Washington  Regional Growth Fund,  other than short-term  notes aggregated
      $275,591 and $85,790, respectively.  Purchases and sales of securities for
      the  Monument  Washington  Regional  Aggressive  Growth  Fund,  other than
      short-term notes aggregated $218,275 and $77,642, respectively. Securities
      for the Monument  Washington  Regional  Aggressive Growth Fund, other than
      short-term notes aggregated $218,275 and $77,642, respectively.



INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Monument Series Fund, Inc.

In planning and  performing  our audit of the  financial  statements of Monument
Series Fund, Inc. (the "Fund") for the period January 6, 1998  (commencement  of
operations)  to October  31,  1998 (on which we have  issued  our  report  dated
December 23,  1998),  we  considered  its internal  control,  including  control
activities  for  safeguarding  securities,  in order to  determine  our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, and not to provide  assurance
on the Fund's internal control. The management of the Monument Series Fund, Inc.
is responsible for establishing and maintaining  internal control. In fulfilling
this  responsibility,  estimates  and  judgments by  management  are required to
assess the expected benefits and related costs of controls.  Generally, controls
that are  relevant to an audit  pertain to the  entity's  objective of preparing
financial  statements  for  external  purposes  that  are  fairly  presented  in
conformity with generally accepted accounting principles. Those controls include
the   safeguarding  of  assets  against   unauthorized   acquisition,   use,  or
disposition.  Because of inherent limitations in any internal control, errors or
fraud may occur and not be  detected.  Also,  projection  of any  evaluation  of
internal  control  to future  periods  is subject to the risk that it may become
inadequate  because of changes in  conditions or that the  effectiveness  of the
design and operation may  deteriorate.  Our  consideration  of internal  control
would not  necessarily  disclose  all matters in internal  control that might be
material  weaknesses  under standards  established by the American  Institute of
Certified Public  Accountants.  A material  weakness is a condition in which the
design or operation of one or more of the internal  control  components does not
reduce to a  relatively  low level the risk that errors or fraud in amounts that
would be  material in relation to the  financial  statements  being  audited may
occur and not be  detected  within a timely  period by  employees  in the normal
course of performing  their  assigned  functions.  However,  we noted no matters
involving   internal   control  and  its  operation,   including   controls  for
safeguarding  securities,  that we consider to be material weaknesses as defined
above as of October 31, 1998. This report is intended solely for the information
and use of management, the Board of Directors of the Fund and the Securities and
Exchange Commission.

Deloitte & Touche LLP
Princeton, New Jersey
December 23, 1998



<PAGE>




Investment Advisor:
  Monument Advisors, Ltd.
      4847 Cordell Avenue, Suite 290
      Bethesda, Maryland 20814

Distributor:
  Monument Distributors, Inc.
      4847 Cordell Avenue,  Suite 290
      Bethesda, Maryland 20814

Independent Auditors:
  Deloitte and Touche  LLP
      Princeton, New Jersey

Transfer Agent:
For account information, wire purchase or redemptions, call or write to Monument
Series Fund, Inc.'s Transfer Agent:

  Fund Services, Inc.
      Post Office Box 26305
      Richmond, Virginia 23260
      (800) 628-4077 Toll Free

More Information:

      For 24 hour, 7 days a week price  information,  and for information on any
      series  of  Monument  Series  Fund,  Inc.,  investment  plans,  and  other
      shareholder services, call (888) 520-8637 Toll Free




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