COMMONWEALTH SHAREHOLDER SERVICES, INC.
1500 FOREST AVENUE, SUITE 223 * P.O. BOX 8687 * RICHMOND, VA 23229
(804) 285-8211 * (800) 527-9500 * FAX (804) 285-8251
FILED VIA EDGAR
April 19, 1999
Filing Desk
U.S. Securities and Exchange Commission
450 Fifth street, N.W.
Washington, D.C. 20549
Reference: Monument Series fund, Inc.
Monument Washington Regional Growth Fund series
File Numbers: 333-26223 and 811-8199
Definitive Proxy Material
-------------------------
Gentlemen:
Transmitted herewith for electronic filing via the EDGAR system on behalf of
Monument Series Fund, Inc., please find enclosed, pursuant to the requirements
of Rule 14a-6(b) under the Securities Exchange Act of 1934, is a definitive copy
of the proxy statement, notice of meeting and form of proxy to be furnished to
shareholders of the above referenced Fund in connection with a special meeting
of shareholders on April 30, 1999. The definitive proxy materials will be
sent via overnight mail to shareholders on April 19, 1999.
At the special meeting, shareholders will vote to approve or disapprove a change
to the investment objective of the Monument Washington Regional Growth Fund
(the "Fund") and to a corresponding change in the name of the Fund to the
Monument Medical Sciences Fund.
Please direct questions and comments relating to this filing to Beth-ann Roth
at (202) 261-3338.
Sincerely,
/s/ John Pasco, III
John Pasco, III
Enclosure
<PAGE>
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE DAVID A. KUGLER AND G.
FREDERIC WHITE, III TO VOTE EACH PROPOSAL AS MARKED. IF PROPERLY SIGNED AND
RETURNED BUT NOT MARKED, YOUR PROXY WILL BE VOTED "FOR" PROPOSAL 1, AND AS
THE DESIGNATED PROXIES CHOOSE ON ANY OTHER MATTER THAT PROPERLY COMES
BEFORE THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING,
PLEASE COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
MONUMENT SERIES FUND, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS - APRIL 30, 1999
The undersigned hereby constitutes and appoints David A. Kugler and G.
Frederic White, III, or either of them, with power of substitution, as proxies
to appear and vote all of the shares of stock outstanding in the name of the
undersigned on the Record Date at the Special Meeting of Shareholders of
Monument Washington Regional Growth Fund to be held at 4847 Cordell Avenue,
Suite 290, Bethesda, Maryland 20814 on the 30th day of April, 1999 at 10: a.m.
local time, or at any postponement or adjournment thereof; and the undersigned
hereby instructs said proxies to vote as indicated on this proxy card.
The shares represented by this proxy will be voted as specified in the
following item. Please refer to the proxy statement discussion of this matter.
Please indicate your vote by an "x" in the appropriate box below.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS, WHICH RECOMMENDS
A VOTE FOR THE FOLLOWING PROPOSAL:
1. To approve a change to the investment objective of the Fund, and to a
corresponding change in the name of the Fund to the Monument Medical
Sciences Fund.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
_____________________ _________________________ _________________, 1999
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES
EXACTLY AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED IN THE NAMES OF JOINT
OWNERS, ALL JOINT OWNERS MUST SIGN. A PERSON SIGNING AS AN EXECUTOR,
ADMINISTRATOR, TRUSTEE OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
MONUMENT SERIES FUND, INC.
MONUMENT WASHINGTON REGIONAL GROWTH FUND
4847 Cordell Avenue
Suite 290
Bethesda, Maryland 20814
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of Shareholders of Monument Washington Regional Growth
Fund series (the "Fund") of Monument Series Fund, Inc. (the "Monument Funds")
will be held at 4847 Cordell Avenue, Suite 290, Bethesda, Maryland 20814, 10:00
a.m. local time, on April 30, 1999 for the following purposes:
1. To approve or disapprove a change to the investment objective of the
Fund, and to a corresponding change in the name of the Fund to the
Monument Medical Sciences Fund.
2. To transact any other business that may properly come before the
Special Meeting or any adjournment of the Special Meeting.
Shareholders of record at the close of business on April 9, 1999 are
entitled to vote at the Special Meeting or any adjournment thereof.
By Order of the Board of Directors
David A. Kugler
Chairman
April 19, 1999
Bethesda, MD
- --------------------------------------------------------------------------------
IMPORTANT
Whether or not you plan to attend the meeting, please mark your voting
instructions on the enclosed proxy and promptly date, sign and return it in the
enclosed envelope. No postage is required if mailed in the United States. We ask
your cooperation in helping the Fund save the expense of follow-up mailings and
calls by mailing your proxy promptly.
- --------------------------------------------------------------------------------
<PAGE>
MONUMENT SERIES FUND, INC.
MONUMENT WASHINGTON REGIONAL GROWTH FUND
4847 Cordell Avenue
Suite 290
Bethesda, MD 20814
PROXY STATEMENT
April 19, 1999
This proxy statement is being furnished in connection with the
solicitation by the Board of Directors of Monument Series Fund, Inc. (the
"Monument Funds") of proxies to be used at a Special Meeting of Shareholders
("Special Meeting") of the Monument Washington Regional Growth Fund (the
"Fund"). The Special Meeting will be held on Friday, April 30, 1999 for the
purposes set forth in the Notice of Meeting, and will be held at 4847 Cordell
Avenue, Suite 290, Bethesda, Maryland 20814 at 10:00 a.m., or at such later time
or date made necessary by adjournment.
The approximate date on which this proxy statement and the form of proxy
are first being sent to shareholders is April 19, 1999.
The Fund is a series of the Monument Funds, which is an open-end
management investment company that was organized as a Maryland corporation on or
about April 3, 1997.
Your vote is important. Please call 301-215-7550 if you have any questions
about this proxy. You may vote by mail, by facsimile or in person.
- --------------------------------------------------------------------------------
PROPOSAL
- --------------------------------------------------------------------------------
Proposal 1: To approve a change to the investment objective of the Fund and to
approve a corresponding change in the name of the Fund to the
Monument Medical Sciences Fund.
The Board of Directors of the Fund has determined that it would be in the
best interest of shareholders to change the investment objective of the Fund to
enable it to invest in certain medical sciences companies. Consistent with the
proposed new investment objective, the Board of Directors has recommended that
the name of the Fund be changed from Monument Washington Regional Growth Fund to
Monument Medical Sciences Fund.
Discussion
The appeal of the Monument Washington Regional Growth Fund is limited
primarily to the Washington, D.C. region. As such, it competes directly with the
Growth Fund of Washington. To date, the Fund has not attracted sufficient assets
to make it viable, and costs associated with operating the Fund have been
relatively high.
Accordingly, Monument Advisors, Ltd., the investment adviser to the Fund
(the "Advisor"), has recommended that the Board of Directors approve a change in
the Fund's investment objective and make a corresponding change in the name of
the Fund, as described below. After careful consideration, the Board has
approved the changes, subject to shareholder approval.
Specifically, in the Advisor's opinion, the Fund will be in a better
position to attract assets from investors by focusing its investments on
securities of companies principally engaged in research, development production
and the distribution of medical products and services, due to what the Advisor
believes is a growing market for these companies. Companies in these fields will
not be limited to the Washington, D.C. region, and may include pharmaceutical
firms; companies that design, manufacture or sell medical supplied, equipment
and support services; and companies engaged in medical, diagnostic, biomedical
and biotechnological research and development.
The Advisor recognizes that there is shareholder interest in investing in
companies in the Washington, D.C. area. However, the Advisor believes that, by
limiting its regional specialization to the Monument Washington Regional
Aggressive Growth Fund ("Aggressive Growth Fund"), another series of the
Monument Funds, the Advisor's resources will be better focused rather than
divided among two funds specializing in the same region. Thus, Monument Funds
shareholders interested in investing in companies in the Washington, D.C. area
will continue to have an investment option, though the investment strategies of
the Aggressive Growth Fund are somewhat different. Shareholders interested in
the Aggressive Growth Fund should consult the prospectus for details, included
the risks associated with an investment in the fund.
Current Investment Objective and Principal Investment Strategy
The Fund currently seeks to maximize long-term appreciation of capital by
investing at least 80% of its total assets in a non-diversified portfolio of
equity securities of Washington regional area companies with market
capitalizations of $2 billion or more at the time of purchase. In selecting
investments for the Fund, the Advisor seeks to identify Washington regional area
companies that it believes possess characteristics that will lead to long-term
appreciation of capital. These companies generally have 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. The Fund may also invest up to 5% of its total assets in
smaller companies with at least three years of continuous operation. As with any
fund with a regional focus, the Fund may be impacted by changes in the economic,
political, regulatory and business environment in the Washington, D.C. area.
Proposed Change
Monument Medical Sciences Fund would, like the Fund, seek to maximize
long-term appreciation of capital, but would do so by investing at least 80% of
its total assets in a non-diversified portfolio of equity securities of medical
sciences companies. In seeking to achieve its objective, it would invest in the
equity securities of companies principally engaged in research, development,
production and distribution of medical products and services. Consistent with
the recommended change in investment objective, the Board recommends that the
name of the Fund be changed to Monument Medical Sciences Fund.
The risks associated with the Medical Sciences Fund would be that the
economic prospects of health sciences companies can dramatically fluctuate due
to changes in the regulatory and competitive environment in which they operate.
A substantial portion of health services and research are funded or subsidized
by government entities, so that changes in government policy at the federal or
state level may affect the demand for health-care products or services, as well
as the continuation or success of research and development efforts. Regulatory
approvals often entail lengthy application and testing procedures and are
generally required before new drugs and certain medical devices may be
introduced. Medical sciences companies may face lawsuits related to product
liability and other issues. In addition, many products and services provided
medical sciences companies require substantial capital investment and are
subject to rapid obsolescence. Nevertheless, the Advisor believes that there is
a growing market from which the Fund would have favorable opportunities for
long-term appreciation of capital, consistent with its investment objective.
It is proposed that the Medical Sciences Fund will be managed by Alexander
C. Cheung, C.F.A., who presently manages the Washington Regional Growth Fund, as
well as Monument Series Fund, Inc.'s other two portfolios. Mr. Cheung has been
employed by Advisors since August, 1997. From 1995 to 1998, Mr. Cheung served as
Managing Director of Lion Rock Capital Management, Inc., which managed private
portfolios and provided research services to institutions on the computer and
biotechnology stock sectors. From 1992 to 1995, Mr. Cheung was a portfolio
manager at Anchor Asset Management, Inc. managing private securities portfolios.
Prior to that period, beginning in 1989 Mr. Cheung managed private securities
portfolios as W. H.
Newbold's Sons & Co.
Any shareholder not wishing to accept shares of Monument Medical Sciences
Fund may give instructions to the Fund's transfer agent to exchange the shares
for shares of Monument Washington Aggressive Growth Fund or Monument Internet
Fund at the net asset value first determined after the transfer agent's receipt
of instructions. If ownership of either of these Funds is not consistent with
the shareholder's investment goals, or is otherwise unsuitable, any shareholder
may instruct the Fund's transfer agent to redeem shares at net asset value for
cash.
Recommendation
The Board of Directors has voted to change the investment objective of the
Fund and the Fund's name as discussed above, and recommends that you vote FOR
Proposal 1.
<PAGE>
- --------------------------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
- --------------------------------------------------------------------------------
As of April 6, 1999, the following persons are known by the Fund to be
beneficial owners of more than five percent of the Fund's outstanding shares:
Number of Shares Percentage
Name & Address Beneficially Owned of
Fund
Samuel Hunn 11,422.411 54.512%
7909 Hermitage Road
Richmond, VA 23228-3722
Herbert Klein 1,048.685 5.005%
1081 Carriage Hill Parkway
Annapolis, MD 21401-6520
TOTAL 12,471.096 59.517%
As of April 6, 1999 the Directors and executive officers of the Monument
Funds beneficially owned the following amounts of the Fund's outstanding shares:
Number of Shares Percentage
Name & Address Beneficially Owned of
Fund
David A. Kugler 1,400.000 6.466% *
9616 Glencrest Lane
Kensington, Maryland 20895
Francine Carb 250.000 1.193%
421 Woodland Circle
Radnor, PA 19087-4640
Victor Dates 100.000 .477%
2107 Carter Dale Road
Baltimore, MD 21209
George DeBakey 250.000 1.193%
53303 Marlyn Drive
Bethesda, MD 20816
G. Frederic White, III 300.000 1.432%
3107 Albemarle Road
Wilmington, DE 19808
* As of April 9, 1999, Mr. David A. Kugler has had beneficial ownership of
6.466% of the Medical Sciences Fund. As of that date, Mr. Kugler owned of
record, 2.386% of the shares of the Medical Sciences Fund; 4.080% of the shares
the Medical Science Fund was due to his controlling interest in Monument
Distributors, Inc.
- --------------------------------------------------------------------------------
OTHER BUSINESS
- --------------------------------------------------------------------------------
The Board of Directors of the Monument Funds does not intend to present
any other business at the Special Meeting. However, if any other matters
properly come before the Special Meeting, David A. Kugler and G. Frederic White,
III will vote on the matters in accordance with their judgment.
- --------------------------------------------------------------------------------
VOTING INFORMATION
- --------------------------------------------------------------------------------
Your proxy will be voted in accordance with the instructions you specify
on the enclosed proxy card. If you sign and return your proxy card but do not
provide us with specific instructions, your proxy will be voted in favor of the
proposals. You may revoke your proxy at any time before it is exercised at the
Special Meeting by (i) delivering a written notice to the Fund expressly
revoking your proxy, (ii) by executing and forwarding to the Fund a
subsequently-dated proxy, or (iii) by attending the Special Meeting and voting
in person. In the event that at the time the Special Meeting is called to order
a quorum is not present in person or by proxy, those proxies that have been
received will be voted to adjourn the Special Meeting to a later date. In the
event a quorum is present but sufficient votes in favor of the proposals have
not been received, the Special Meeting may be adjourned to solicit additional
votes. In that event, only those proxies that have been received which would be
voted to approve the proposals will be voted in favor of an adjournment, and
those proxies that have been received which would be voted against the proposals
will be voted against the adjournment.
As of the close of business on April 9, 1999, the record date fixed by the
Board of Directors for the determination of shareholders of the Fund entitled to
notice of and to vote at the Special Meeting ("Record Date"), 20,953.889 shares
of the Fund were outstanding. Each share is entitled to one vote.
The vote of the holders of a "majority of the outstanding voting
securities" of the Fund, as defined in the 1940 Act, represented at the meeting
in person or by proxy, is required for the approval of the proposal.
Specifically, the proposal must be approved by a vote of (a) at least 67% of the
shares of the Fund present in person or by proxy, if more than 50% of the shares
of the Fund are represented at the meeting, or (b) more than 50% of the
outstanding shares of the Fund, whichever is less. Under Maryland law,
abstentions and broker non-votes will be included for purposes of determining
whether a quorum is present at the Special Meeting, but will be treated as votes
not cast and, therefore, would not be counted for purposes of determining
whether the proposals have been approved.
The cost of solicitation, including preparing and mailing the proxy
materials, will be borne by the Fund. In addition to solicitations through the
mails, the employees of the Advisor may solicit proxies by telephone, telegraph
and personal interviews. It is not anticipated that any of the foregoing persons
will be specially engaged for that purpose.
- --------------------------------------------------------------------------------
ANNUAL REPORT
- --------------------------------------------------------------------------------
The audited Annual Report for the Fund is incorporated by reference into
this proxy statement. Copies of the most recent Annual Report are available at
no cost upon request by contacting the Monument Funds at 4847 Cordell Avenue,
Suite 290, Bethesda, MD 20814 or by calling 301-215-7550.
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- --------------------------------------------------------------------------------
The Fund is not required to hold annual shareholder meetings. Any
shareholder who would like to submit a proposal for consideration at future
shareholder meetings may do so by submitting the proposal in writing to the
Secretary of the Fund at 4847 Cordell Avenue, Suite 290, Bethesda, Maryland
20814.
- --------------------------------------------------------------------------------
ADJOURNMENT
- --------------------------------------------------------------------------------
In the event that sufficient votes in favor of the proposal set forth in
the Notice of Meeting and proxy statement are not received by the time scheduled
for the Special Meeting, David A. Kugler or G. Frederic White, III may move one
or more adjournments of the meeting to permit further solicitation of proxies
with respect to any proposal. Any such adjournment will require the affirmative
vote of a majority of the shares present at the meeting. Messrs. Kugler and
White will vote in favor of such adjournment those shares that they are entitled
to vote and that have voted in favor of the proposal. They will vote against any
such adjournment on behalf of those proxies that have voted against the
proposal.
Investment Advisor
Monument Advisors, Ltd.
4847 Cordell Avenue
Suite 290
Bethesda, Maryland 20814
Principal Underwriter
Monument Distributors, Inc.
4847 Cordell Avenue
Suite 290
Bethesda, Maryland 20814
Administrator
Commonwealth Shareholder Services, Inc.
1500 Forest Avenue
Suite 223
Richmond, Virginia 23229
