MONUMENT SERIES FUND INC
497, 1999-05-03
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                    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

May 3, 1999

Filing Desk
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Reference:     Monument Series Fund, Inc.
               File Number 333-26223
               Filed Pursuant to Rule 497 (c)

Gentlemen:

Transmitted herewith for electronic filing on behalf of Monument Series
Fund, Inc., please find enclosed, pursuant to Rule 497 (c) under the Securities
Act of 1933, as amended, a copy of the Prospectus and Statement of Additional
Information of the Funds dated May 1, 1999.

Should you have any questions regarding the filing of such documents, please
call Beth-ann Roth at (202) 261-3338.

Sincerely,



/s/ John Pasco, III
John Pasco, III 
<PAGE>


                           MONUMENT FUNDS GROUP, INC.

                           MONUMENT SERIES FUND, INC.
                          1500 Forest Avenue, Suite 111
                            Richmond, Virginia 23229


                             MONUMENT INTERNET FUND
                         MONUMENT MEDICAL SCIENCES FUND
                  MONUMENT WASHINGTON AGGRESSIVE GROWTH FUND



                          PROSPECTUS DATED May 1, 1999


This Prospectus  describes the Monument Internet Fund, Monument Medical Sciences
Fund and the  Monument  Washington  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").

MONUMENT  INTERNET FUND seeks to maximize  long-term  appreciation of capital by
investing  primarily in a  non-diversified  portfolio of Internet company equity
securities.

MONUMENT  MEDICAL  SCIENCES  FUND seeks to maximize  long-term  appreciation  of
capital  by  investing  primarily  in  a  non-diversified  portfolio  of  equity
securities of medical sciences companies.

MONUMENT   WASHINGTON   AGGRESSIVE  GROWTH  FUND  seeks  to  maximize  long-term
appreciation of capital by investing primarily in a non-diversified portfolio of
equity  securities of Washington  area companies with market  capitalization  of
less than $2 billion at the time of purchase.

The U.S.  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities or passed on the accuracy or completeness of this  Prospectus.
It is a criminal offense to suggest otherwise.

<PAGE>


                               TABLE OF CONTENTS

DESCRIPTION                                                         PAGE
- -----------                                                         ----  

The Funds........................................................     4
Investment Objectives............................................     4
   Monument Internet Fund........................................     4
   Monument Medical Sciences Fund................................     4
   Monument Washington Aggressive Growth Fund....................     4
Principal Investment Strategies..................................     4
   Internet Fund.................................................     4
   Medical Sciences Fund.........................................     4
   Aggressive Growth Fund........................................     4
Temporary Defensive Positions....................................     5
Specific Risk Considerations.....................................     5
  Internet Fund..................................................     5
  Medical Sciences Fund..........................................     5
  Aggressive Growth Fund.........................................     5
General Risk Considerations......................................     5
  Small Companies................................................     5
  Technology and Research Companies..............................     6
  Diversification................................................     6
Table of Fees and Expenses.......................................     7
   Shareholder Fees..............................................     7
   Annual Fund Operating Expenses................................     7
The Company......................................................     8
   The Advisor...................................................     8
   The Distributor...............................................     8
   Portfolio Manager.............................................     8
Shareholder Information..........................................     8
   Principal Underwriter.........................................     8
Buying Fund Shares...............................................     8
   Share Transactions............................................     8
   Minimum Investments...........................................     8
   By Mail.......................................................     8
   By Wire.......................................................     9
   Public Offering Price.........................................     9
   When Shares are Priced........................................     9
   Net Asset Value...............................................     9
Distribution Arrangements........................................     9
   Rule 12b-1 Fees...............................................     9
   Right of Accumulation.........................................     9
   Waiver of Sales Charges.......................................    10
   General.......................................................    10
Redeeming Fund Shares............................................    10
Exchanging Fund Shares...........................................    10
   Exchange Price................................................    10
<PAGE>
Description                                                         Page
- -----------                                                         ----
   Minimum Account................................................   10
   Exchange Restriction...........................................   11
   Modification or Termination....................................   11
   Small Account Redemptions......................................   11
   Redemption Price...............................................   11
   Redemption Proceeds............................................   11
   Redemptions in Kind............................................   11
Dividends and Distributions.......................................   11
Tax Considerations................................................   12
   The Funds......................................................   12
   Shareholders...................................................   12
   Tax Information................................................   12
   Year 2000......................................................   12
Services To Help You Manage Your Account..........................   12
   Automatic Investment Plan......................................   12
   Telephone Transactions.........................................   12
   Statements and Reports.........................................   13
Proper Form.......................................................   13
   Written Instructions...........................................   13
   Signature Guarantees...........................................   13
Share Certificates................................................   13
Retirement Plan Accounts..........................................   13
Financial Highlights Information..................................   14
   Monument Washington Aggressive Growth Fund.....................   14 
   Monument Medical Sciences Fund 
    (formerly Monument Washington Regional Growth Fund)...........   15

<PAGE>

                                    THE FUNDS

The  following  discussion  describes  the  investment   objectives,   principal
strategies  and  risks  of each  Fund.  Investment  objectives  are  fundamental
policies  which can not be changed  without  the  approval of a majority of that
Fund's  outstanding  shares.   Investment  policies  and  restrictions  are  not
fundamental,  and therefore, unless otherwise required by law, can be changed by
the  Company's  Board of Directors  without  shareholder  approval.  As with any
mutual fund, there can be no guarantee that investment objectives will be met.

                              INVESTMENT OBJECTIVES

MONUMENT  INTERNET  FUND  ("Internet  Fund").  The  Internet  Fund's  investment
objective is to maximize long-term appreciation of capital.

MONUMENT  MEDICAL  SCIENCES FUND ("Medical  Sciences  Fund;"  formerly  Monument
Washington  Regional  Growth  Fund).  The  Medical  Sciences  Fund's  investment
objective is to maximize long-term
appreciation of capital.

MONUMENT  WASHINGTON  AGGRESSIVE GROWTH FUND ("Aggressive Growth Fund;" formerly
Monument  Washington  Regional  Aggressive  Growth Fund). The Aggressive  Growth
Fund's investment objective is to maximize long-term appreciation of capital.

                         PRINCIPAL INVESTMENT STRATEGIES

INTERNET FUND. The Fund seeks to achieve its objective by
investing,  under normal conditions,  at least 80% of its total assets in equity
securities  of  companies  principally  engaged in Internet or  Internet-related
businesses. A company is considered principally engaged in an Internet, Intranet
or Internet-related business if at least 50% of its assets, gross income, or net
profits are committed to, or derived from,  the research,  design,  development,
manufacturing,  or distribution of products,  processes or services for use with
Internet or Intranet related businesses.

The Internet is a global matrix of computers and computer networks  connected by
a high-speed  infrastructure,  which allows users to  communicate  quickly,  and
easily with each other.  An Intranet is the  application  of Internet  tools and
concepts  to  a  company's  internal  network.   Currently,   the  most  popular
application   on   the   Internet   is   the   World   Wide   Web   ("WWW"),   a
graphic-user-interface which allows information sharing and data transfer. Other
Internet  applications  include  e-mail,  Intranet,   extranet,  and  electronic
commerce.  Currently,  development is occurring in such areas as  infrastructure
deployment,  Internet access,  content provision,  data security, and electronic
commerce.

When selecting  investments for the Internet Fund,  Monument Advisors (the
"Investment Advisor") will seek to identify Internet companies that are 
developing new or innovative products,  services, or processes that will lead to
a future growth in earnings.  Such companies are likely to be relatively 
unseasoned companies. These companies generally will have no established history
of paying dividends, and any dividend income is likely to be incidental.

MEDICAL  SCIENCES  FUND.  The Fund seeks to achieve its  objective by investing,
under normal  circumstances,  primarily (i.e., at least 80% of its total assets)
in equity securities of companies principally engaged in research,  development,
production and distribution of medical products and services. Companies in these
fields include,  but are not limited to,  pharmaceutical  firms;  companies that
design,  manufacture or sell medical  supplies,  equipment and support services;
and companies engaged in medical,  diagnostic,  biochemical and biotechnological
research and development.

When selecting  investments for the Fund, the Investment Advisor will seek to 
identify medical sciences companies that it believes are likely to benefit from 
new or innovative products,  services or processes that can enhance the 
companies'  prospects for future  earnings  growth.  Some of these companies may
not have an  established history of revenue or earnings at the time of purchase.
Dividend income, if any, is likely to be incidental.

AGGRESSIVE  GROWTH FUND. The Fund seeks to achieve its objective by investing at
least 80% of its total assets in equity  securities of Washington area companies
with market capitalization of less than $2 billion at the time of purchase.

When selecting investments for the Aggressive Growth Fund, the Investment
Advisor will seek to identify Washington area companies that are developing new 
or  innovative products,  services, or processes that will lead to a future 
growth in earnings. Such companies are likely to be relatively  unseasoned 
companies involved in new and emerging  industries.  These  companies  generally
will have no established history of paying dividends, and any dividend income is
likely to be incidental.

Although the Aggressive Growth Fund's emphasis will be on companies with smaller
market  capitalization,  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 as newer companies. The securities
of these  smaller  companies may be listed on national  securities  exchanges or
traded in the OTC market.

                          TEMPORARY DEFENSIVE POSITIONS

For  temporary  defensive  purposes,  each  Fund may make  investments  that are
inconsistent with its principal  investment  strategies in attempting to respond
to adverse market, economic, political or other conditions. If that occurs, the
Fund may not achieve its investment objective.

                          SPECIFIC RISK CONSIDERATIONS

INTERNET FUND. The Internet Fund will invest  primarily in companies  engaged in
Internet  and  Intranet  related  activities.  The  value of such  companies  is
particularly  vulnerable to rapidly changing  technology,  extensive  government
regulation and relatively  high risks of  obsolescence  caused by scientific and
technological  advances.  The Internet  Fund may involve  significantly  greater
risks and therefore may  experience  greater  volatility.  The Internet Fund may
involve  significantly  greater  risks  and  therefore  may  experience  greater
volatility  than a mutual  fund that  diversifies  its  investments  across many
industries  or does not  primarily  invest in Internet  related  companies.  The
Internet  Fund is  nondiversified,  and may also invest in small  companies  and
technology and research companies,  the risks of which are described below under
"General Risk Considerations."

MEDICAL  SCIENCES FUND. The special risks of the Medical  Sciences Fund are that
the economic prospects of health sciences  companies can dramatically  fluctuate
due to changes in the  regulatory  and  competitive  environment.  A substantial
portion  of  health  services  and  research  are  funded or  subsidized  by the
government,  and so changes in  government  policy at the federal or state level
may affect the demand for health care products or services, and 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  face lawsuits  related to product  liability and other issues.  Also,
many  products  and  services  provided  by medical  science  companies  require
substantial  capital  investment  and are  subject  to rapid  obsolescence.  The
Medical Sciences Fund is nondiversified,  and may also invest in small companies
and technology and research  companies,  the risks of which are described  below
under "General Risk Considerations."

AGGRESSIVE  GROWTH FUND.  Because the  Aggressive  Growth Fund intends to invest
primarily in Washington  area  companies,  changes in the  economic,  political,
regulatory, and business environment in the Washington area are likely to have a
greater  impact on the Fund than on mutual funds with  investments  that are not
geographically  focused.  The Aggressive Growth Fund is nondiversified,  and may
also invest in small companies and technology and research companies,  the risks
of which are described below under "General Risk Considerations."

                           GENERAL RISK CONSIDERATIONS

SMALL  COMPANIES.  Each of the Funds may invest in  companies  with small market
capitalization  (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 are also
characterized by the following: (1) they may lack depth of management;  (2) 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 (3) 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.  Thus,  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
following:
(1) the less certain growth prospects of smaller companies; (2) the lower degree
of liquidity in the markets for such stocks; and (3) 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 Aggressive  Growth and Internet Fund
shares to be more volatile than the shares of a mutual fund (such as the Medical
Sciences Fund) that invests primarily in larger company stocks.

TECHNOLOGY AND RESEARCH  COMPANIES.  Consistent  with its investment  objective,
each of the Funds  expects to invest a portion of its  assets in  securities  of
companies  involved  in  biological  technologies,  computing  technologies,  or
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.  The Funds are non-diversified under the Investment Company Act
of 1940 ("1940 Act"),  which means that there is no  restriction  under the 1940
Act on how much these  Funds may  invest in the  securities  of any one  issuer.
Accordingly, each Fund may be more susceptible than a diversified mutual fund to
the effects of adverse economic,  political or regulatory developments affecting
a  single  issuer  or  industry   sector  in  which  these  Funds  may  maintain
investments.

                           TABLE OF FEES AND EXPENSES

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

SHAREHOLDER FEES (fees paid directly from your investment)

                      MEDICAL        AGGRESSIVE
                   SCIENCES FUND     GROWTH FUND     INTERNET FUND

- ---------------------------------------------------------------------
Maximum Sales
Charge             4.75%(1)       4.75%(1)          4.75%(1)
(Load)(1)
Maximum Deferred
Sales Charge       None           None              None

Maximum Sales
Charge Imposed on
Reinvested Income
Dividends and      None           None              None
Distributions

Redemption Fees    None           None              None

Exchange           None           None              None
Fee


                         ANNUAL FUND OPERATING EXPENSES

(expenses that are deducted from fund assets as a percentage of average net
assets)

Advisory Fee               1.00%           1.00%           1.00%

Distribution (12b-1)       0.50%           0.50%           0.50%
Fees(2)
Other Expenses            49.57%          56.75%(4)        0.40%(3)
                          -------         --------       --------
Total Annual Fund
Operating Expenses        51.07%          56.75%(4)        1.90%(3)

Fee Waiver and/or
Expense Reimbursement     49.17%(4)       56.35%(4)         ---
                         --------         --------       --------
Net Expenses               1.90%           1.90%           1.90%


(1)   As a percentage of offering price. Reduced rates apply to purchase
      payments over $50,000. See "Buying Fund Shares-Public Offering Price"
      and "Buying Fund Shares-Rights of Accumulation."

(2)   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.,  the
      principal  underwriter  for each Fund.  See "Rule 12b-1  Plan."  Long-term
      investors  may pay more than the economic  equivalent of the maximum front
      end sales  charges  permitted by the National  Association  of  Securities
      Dealers.

(3)   Internet  Fund  expenses  are based on  estimated  amounts for the current
      fiscal year.

(4)   The Advisor has contractually agreed to waive its fees and pay expenses to
      maintain  total  operating  expenses to 1.90% of average  daily net assets
      through May 1, 2001.

EXAMPLE.  This example  assumes  that you invest  $10,000 in a Fund for the time
periods  indicated  then redeem all of your shares at the end of those  periods.
The example also assumes that your investment has a 5% return each year and that
the Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

                       1 Year      3 Years     5 Years     10 Years
                       ------      -------     -------     --------

Internet Fund           $659       $1,044       $1,453      $2,592
Medical Sciences        $659       $1,044       $1,453      $2,592
Fund*
Aggressive Growth       $659       $1,044       $1,453      $2,592
Fund*

* These  costs are net of advisor fee  waivers  and  reimbursements  to maintain
total operating expenses to 1.90%. Absent this commitment, your costs would be:

Medical Sciences Fund     $4,219      $7,327     $8,231     $8,585
Aggressive Growth Fund    $4,546      $7,339     $7,949     $8,116

The above examples  assume payment of the maximum  initial sales charge of 4.75%
at the time of purchase.  The sales charge varies  depending  upon the amount of
Fund shares that an investor  purchases.  Accordingly,  your actual expenses may
vary.

                                   THE COMPANY

The  Company  is a  Maryland  corporation  organized  on  April 7,  1997.  It is
registered with the SEC as a open-end management investment company. 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,  three series of common stock,  namely, the Medical  Sciences Fund,  
the  Aggressive  Growth Fund and the Internet Fund, each of which is currently
authorized to issue up to 250 million  shares.  The Company may offer additional
series in the future.

THE ADVISOR. Monument Advisors, Ltd. ("Monument Advisors" or "Advisors")
serves as each Fund's investment advisor and provides overall management of
the Company's business affairs. See "Investment Advisory and Other Services"
in the SAI.

Monument Advisors, located at 7920 Norfolk Avenue, Suite 500, Bethesda, Maryland
20814, is a wholly-owned  subsidiary of The Monument Group,  Inc., which in turn
is principally  owned and controlled by David A. Kugler,  President of Advisors,
and President of the Company. David A. Kugler is an affiliate of the Company and
Monument  Advisors.  Monument Advisors is a recently organized company that also
manages the portfolio  investments of qualified  individuals,  retirement plans,
and trusts.  As of May 1, 1999,  Advisors managed or supervised in excess of $40
million in assets.


In the  interest of limiting  expenses of the Medical  Sciences  and  Aggressive
Growth Funds, Monument Advisors has entered into an expense limitation agreement
with the Company.  Pursuant to the  agreement,  Monument  Advisors has agreed to
waive or limit its fees and to assume  other  expenses so that the total  annual
operating  expenses of the Funds  covered by the agreement are limited to 1.90%.
The limit  does not  apply to  interest,  taxes,  brokerage  commissions,  other
expenditures  capitalized  in  accordance  with  generally  accepted  accounting
principles,  other extraordinary expenses not incurred in the ordinary course of
business, and amounts payable pursuant to a plan adopted in accordance with Rule
12b-1 under the 1940 Act.

THE DISTRIBUTOR.  Monument Distributors,  Inc., ("Monument Distributors" or
"Distributors")  an  affiliate  of  Monument  Advisors,  serves  as each  Fund's
principal underwriter.

PORTFOLIO  MANAGER.  Alexander C. Cheung,  C.F.A.,  serves as the portfolio
manager for each of the Funds. Mr. Cheung has nine years  investment  management
experience and has been employed by Advisors since August 1997. Previously,  Mr.
Cheung served as Managing Director of Lion Rock Capital Management, Inc., and as
a portfolio manager at Anchor Asset Management, Inc. Before joining Anchor Asset
Management, Inc., Mr. Cheung worked as an investment counselor at W.H. Newbold's
Sons & Co.

                             SHAREHOLDER INFORMATION

PRINCIPAL  UNDERWRITER.  Monument  Distributors,  located  at 7920  Norfolk
Avenue, Suite 500, Bethesda, Maryland 20814, is a wholly-owned subsidiary of The
Monument Group,  Inc. and an affiliate of Monument  Advisors,  and serves as the
principal  underwriter  of each  Fund.  David A.  Kugler  and Peter L. Smith are
affiliates  of the Company and Monument  Distributors.  Mr. Smith serves as Vice
President and Assistant Secretary of the Company.

                               BUYING FUND SHARES

SHARE  TRANSACTIONS.  You can purchase and redeem Fund shares,  or exchange
shares of one Fund for those of another,  by contacting any broker authorized by
the  distributor  to sell shares of the Company or by contacting  Fund Services,
Inc.,  the  Company's  transfer and dividend  disbursing  agent, (at the address
appearing on the cover page of this Prospectus)or by telephoning 1-888-420-9950.
A sales charge may apply to your purchase.  Brokers may charge  transaction fees
for the purchase or sale of Fund shares,  depending on your arrangement with the
broker.

MINIMUM  INVESTMENTS.  The minimum  initial  investment in a Fund is $1000.
Subsequent  investments must be at least $250. Under certain  circumstances  the
Fund may waive  the  minimum  initial  investment  for  purchases  by  officers,
directors  and  employees  of the Company and its  affiliated  entities  and for
certain related advisory accounts,  retirement accounts,  custodial accounts for
minors and automatic investment accounts.

BY MAIL. You may buy shares of each Fund by sending a completed application
along with a check drawn on a U.S. bank in U.S. funds, to "Monument Series
Fund," c/o Fund Services, Inc., (at the address set out on the cover page of
this Prospectus). Fund Services, Inc. is the Company's transfer and dividend
disbursing agent. See "Proper Form."

Third party checks are not accepted for the purchase of Fund shares.

BY WIRE. You may also wire payments for Fund shares to the wire bank account
for the appropriate Fund. Before wiring funds, please call 1-888-420-9950 to
advise the Fund of your investment and to receive further instructions.
Please remember to return your completed and signed application to the
address set out on the cover page of this Prospectus. See "Proper Form."

PUBLIC  OFFERING  PRICE.  When you buy shares of a Fund,  you will  receive  the
public  offering  price per share as determined  after your order is received in
proper form, as defined below under the section  entitled  "Proper  Form".  Each
Fund's  public  offering  price per share is equal to the Fund's net asset value
per share plus a sales charge, described below, paid to Distributors.

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. EST. If you
purchase your shares through a broker,  the Fund will be deemed to have received
your order when the order is  accepted  as being in proper  form by the  broker.
However,  your broker must receive your request  before the close of the regular
trading on the Exchange to receive that day's net asset value ("NAV").

NET ASSET  VALUE.  Each Fund's  share price is equal to the 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  procedures  adopted by the Board.  For  information on how the
Funds value their assets, see "Valuation of Fund Shares" in the SAI.

                            DISTRIBUTION ARRANGEMENTS
                       
                                         Sales Charge as a        
                                          Percentage of           Amount Paid To
                                        --------------------      Dealers as a
Amount of Purchase at the               Offering  Net Amount      Percentage of
Public Offering Price                   Price     Invested        Offering Price
- ---------------------                   -----     --------        --------------

$50,000 or less                         4.75%       4.99%          4.00%
Over  $50,000  through $100,000         3.50%       3.63%          3.00% 
Over $100,000  through  $500,000        2.50%       2.56%          2.25% 
Over $500,000  through $1,000,000       2.50%       2.56%          2.25% 
Above $1,000,000                        0.25%       0.25%          0.25%


RULE 12-b 1 FEES.  The Board of  Directors  has  adopted a Plan of  Distribution
pursuant  to Rule 12b-1 under the 1940 Act (the  "Plan").  Pursuant to the Plan,
each Fund may finance  any  activity or expense  that is intended  primarily  to
result  in the sale of its  shares.  Under  the  Plan,  each  Fund may pay a fee
("12b-1 fee") to Distributors up to a maximum of 0.50%, on an annualized  basis,
of its average daily net assets. Pursuant to the Plan, each Fund may finance any
activity  or expense  that is  intended  primarily  to result in the sale of its
shares .The Company may pay the 12b-1 fee for  activities  and expenses borne in
the past in connection with its shares as to which no 12b-1 fee was paid because
of the  maximum  limitation.  Because  these fees are paid out of the  Company's
assets on an on-going basis, over time these fees will increase the cost of your
investment and may cost more than paying other types of sales charges.

RIGHT OF  ACCUMULATION.  You may reduce the sales charge by combining the amount
invested in a Fund with  certain  previous  purchases  of shares of any Monument
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 are still
held in the Fund and that were sold subject to the sales charge will be included
in the calculation. To take advantage of this privilege, you must give notice at
the time you place your  initial  order and  subsequent  orders that you wish to
combine purchases.  When you send your payment and request to combine purchases,
please specify your account number.

WAIVER OF SALES CHARGES. No sales charge shall apply to:

(1)   reinvestment of income dividends and capital gain distributions;

(2)   exchanges of one Fund's shares for those of another Fund;

(3)   purchases of Fund shares made by current or former directors, officers, or
      employees of the Company,  Advisors,  Monument Distributors,  The Monument
      Funds Group,  Inc., or The Monument  Group,  Inc., and by members of their
      immediate families,  and employees (including immediate family members) of
      broker-dealer distributing Fund shares;

(4)   purchases of Fund shares by  Distributors  for its own investment  account
      for investment purposes only;

(5)   a "qualified institutional buyer," as that term is defined under Rule 144A
      of the Securities Act of 1933,  including,  but not limited to,  insurance
      companies,  investment  companies  registered under the 1940 Act, business
      development  companies  registered  under the 1940 Act, and small business
      investment companies;

(6)   a charitable organization, as defined in Section 501(c)(3) of the Internal
      Revenue Code ("Code"),  as well as other charitable trusts and endowments,
      investing $50,000 or more;

(7)   a charitable  remainder  trust,  under  Section 664 of the Code, or a life
      income pool,  established for the benefit of a charitable  organization as
      defined in Section 501(c)(3) of the Code;

(8)   investment  advisors or financial  planners who place trades for their own
      accounts  or the  accounts of their  clients and who charge a  management,
      consulting  or  other  fee  for  their  services;  and  clients  of  those
      investment  advisors or financial  planners who place trades for their own
      accounts  if  the  accounts  are  linked  to  the  master  account  of the
      investment  advisor or  financial  planner on the books and records of the
      broker or agent;

(9)   retirement and deferred  compensation  plans and trusts used to fund those
      plans,  including,  but not limited to, those  defined in section  401(a),
      403(b) or 457 of the Code and "rabbi trusts"; and,

(10)  the purchase of Fund shares,  if available,  through  certain  third-party
      fund  "supermarkets." Some fund supermarkets may offer Fund shares without
      a sales charge or with a reduced sales  charge.  Other fees may be charged
      by the service-provider  sponsoring the fund supermarket,  and transaction
      charges may apply to purchases and sales made through a broker-dealer.

Additional  information  regarding  the  waivers  may  be  obtained  by  calling
1-888-420-9950.   All  account   information   is  subject  to  acceptance   and
verification by Monument Distributors.

GENERAL.  The Company  reserves the right in its sole discretion to withdraw all
or any part of the  offering of shares of any Fund when,  in the judgment of the
Fund's management, such withdrawal is in the best interest of the Fund. An order
to purchase shares is not binding on, and may be rejected by, Distributors until
it has been confirmed in writing by Distributors and payment has been received.

                              REDEEMING FUND SHARES

You can redeem shares of the Funds by submitting your order either through
your authorized broker or by submitting it directly to the Fund, either by
writing to Fund Services, Inc. (at the address set out on the cover page of
this Prospectus), or by telephoning 1-888-420-9950. See "Proper Form."

                             EXCHANGING FUND SHARES

You can  exchange  shares  of one fund for those of the  other  fund,  under the
Company's exchange privilege ("Exchange Privilege"), by submitting your order in
proper form, as defined below under the section entitled "Proper Form."

EXCHANGE PRICE. Your exchange request will be processed based on the NAV of
the Fund shares to be exchanged and the Fund shares to be bought,  as determined
after receipt of your order in proper form. Exchanges are taxable  transactions.
See "Additional Information on Distributions and Taxes" in the SAI.

MINIMUM  ACCOUNT.  The minimum amount  permitted for each exchange  between
existing  accounts in the Funds is $250.  The minimum  amount  permitted  for an
exchange that establishes a new Fund account is $1,000.

EXCHANGE RESTRICTION. The Fund may restrict exchange of shares that have
been exchanged within the previous 90 days.

MODIFICATION  OR  TERMINATION.  Excessive  trading  can  adversely  impact  Fund
performance  and  shareholders.  Therefore,  the Company  reserves  the right to
temporarily  or  permanently  modify or terminate  the Exchange  Privilege.  The
Company  also  reserves the right to refuse  exchange  requests by any person or
group if, in the Company's  judgment,  either Fund would be unable to invest the
money effectively in accordance with its investment  objective and policies,  or
would otherwise potentially be adversely affected.  The Company further reserves
the right to restrict or refuse an exchange  request if the Company has received
or anticipates  simultaneous  orders  affecting  significant  portions of either
Fund's assets or detects a pattern of exchange  requests that  coincides  with a
"market  timing"  strategy.  Although the Company will attempt to give you prior
notice  when  reasonable  to do so,  the  Company  may modify or  terminate  the
Exchange Privilege at any time.

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 $1,000  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.  Your redemption  request will be processed based on the
NAV of the applicable Fund's shares as determined after receipt of your order in
proper form.

REDEMPTION  PROCEEDS.  Redemption  proceeds  will  generally be paid by the next
business day after  processing,  but in no event later than three  business days
after receipt by Fund Services, Inc. of your redemption order in proper form. If
you are redeeming shares that you just purchased and paid for by personal check,
the  mailing  of your  redemption  proceeds  may be  delayed  for up to ten (10)
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,  trading in the markets
that  a Fund  normally  utilizes  is  restricted,  or  redemption  is  otherwise
permitted to be suspended by the SEC.

REDEMPTIONS  IN KIND.  The  Company  reserves  the right to redeem its shares in
kind. In other words,  upon tendering shares of a Fund, you could receive assets
other than cash in return.  The Company will,  however,  pay cash in response to
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.

                           DIVIDENDS AND DISTRIBUTIONS

The Internet Fund,  Medical  Sciences Fund and Aggressive  Growth Fund currently
intend to declare and pay dividends  from net investment  income,  if any, on an
annual basis.  Each Fund  currently  intends to make  distributions  of realized
capital gains, if any, on an annual basis. You may reinvest income dividends and
capital gain  distributions in additional Fund shares at current net asset value
(i.e.,  without payment of a sales charge).  Each of the Funds declares and pays
income dividends from its net investment  income,  usually in December.  Capital
gains distributions, if any, are also made in December.

Income dividends and capital gain  distributions  are calculated and distributed
the same way for each Fund. The amount of any income  dividends will differ as a
result of the individual  investment  strategies of each Fund.  Income  dividend
payments are not guaranteed, are subject to the Board's discretion, and may vary
from time to time.  NONE OF THE FUNDS PAY "INTEREST" OR GUARANTEE ANY FIXED RATE
OF RETURN ON AN INVESTMENT IN THEIR SHARES.

Each Fund will  automatically  reinvest any income  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, as directed on the cover page of this
Prospectus.

Please allow at least seven days prior to the record date for us to process
the new option.

                               TAX CONSIDERATIONS

Each Fund intends to distribute  substantially  all of its net investment income
and capital gains to its  shareholders.  Although the Funds will not be taxed on
amounts they distribute, you may be taxed.

For federal  income tax  purposes,  any income  dividend  (including  short term
capital  gains)  that you  receive  from a Fund is  generally  taxable to you as
ordinary  income  whether  you  receive  it in  cash  or in  additional  shares.
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 in the year in which they are paid.
Certain  distributions that are declared in October,  November or December,  but
are paid the  following  January,  are  taxable as though you  received  them on
December 31st of the year in which they are declared.

Redemptions  and  exchanges of Fund shares are taxable  events on which you will
generally realize a capital gain or loss, which will be long-term or short-term,
generally depending upon how long you held the shares.

If you hold shares through a tax-deferred  account,  such as a retirement  plan,
income and gains will not be taxable each year. Instead,  the taxable portion of
amounts you hold in a tax-deferred account generally will be subject to tax only
when you receive a distribution from the account.

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

As with all mutual funds, a Fund may be required to withhold U.S. federal income
tax at the rate of 31% of all taxable  distributions  payable to you if you fail
to provide the Fund with your correct taxpayer  identification number or to make
required  certifications,  or if you have been  notified by the IRS that you are
subject to backup  withholding.  Backup  withholding  is not an additional  tax;
rather,  it is a way in which the IRS ensures it will  collect  taxes  otherwise
due. Any amounts withheld may be credited against your U.S.
federal income tax liability.

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.

YEAR 2000. The Funds' operations depend on the seamless  functioning of computer
systems in the financial  service  industry,  including  those of Advisors,  the
Administrator,  the Custodian  and the Transfer  Agent.  Many computer  software
systems in use today cannot  properly  process  date-related  information  after
December  31,  1999  because  of the  method  by which  dates  are  encoded  and
calculated.  This failure,  commonly referred to as the "Year 2000 Issue," could
adversely  affect  the  handling  of  securities  trades,  pricing  and  account
servicing for the Funds. Advisors has made compliance with the Year 2000 Issue a
high  priority and is taking steps that it believes are  reasonably  designed to
address the Year 2000 Issue with respect to its computer  systems.  Advisors has
also been  informed  that  comparable  steps are being taken by the Fund's other
major service  providers.  Advisors does not currently  anticipate that the Year
2000 Issue will have a material impact on its ability to continue to fulfill its
duties as investment adviser.

                    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.  The  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 us 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
1-888-420-9950.  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 may 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 reinvestments
of income dividends and capital gain  distributions.  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 1-888-420-9950 if you would like an
additional free copy of the Funds' financial reports.

                                   PROPER FORM

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

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

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

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

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

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.  The Company
reserves the right to issue share certificates on behalf of each of the Funds at
any time.

RETIREMENT PLAN ACCOUNTS. You may not change distribution options for retirement
plan  accounts by  telephone.  While you may sell or  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 1-888-420-9950.



                        FINANCIAL HIGHLIGHTS INFORMATION


The financial  highlights table is intended to help you understand the Company's
financial  performance  for the  period  January 6, 1998 to  October  31,  1998.
Certain  information  reflects  financial  results for a single Fund share.  The
total returns in the table represent the rate that an investor would have earned
or lost on an investment in the Fund (assuming reinvestment of all dividends and
distributions).  This  information  has been  audited by  Deloitte & Touche LLP,
independent public accountants.  Deloitte & Touche LLP's report on the Company's
financial  statements  appears in the Company's  Annual Report.  The information
should be read in  conjunction  with the financial  statements  contained in the
Company's  annual report,  which is incorporated by reference into the Company's
Statement of Additional Information ("SAI") and is available upon request.


MONUMENT WASHINGTON AGGRESSIVE GROWTH FUND

Financial Highlights
For a Share Outstanding Throughout The Period
- --------------------------------------------------------------------------------

                                     January 6* to
                                   October 31,  1998
                                   ------------------     
Per Share Operating
 Performance
Net asset value,
  Beginning of year                     $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 year            $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


<PAGE>

MONUMENT MEDICAL SCIENCES FUND
(formerly Monument Washington Regional/ Growth Fund)

Financial Highlights
For a Share Outstanding Throughout The Period
- --------------------------------------------------------------------------------
                           January 6* to
                         October 31,  1998
                         -----------------
Per Share Operating
Performance
Net asset value,
  Beginning of year           $10.00
                              ------
Income from investment
  Operations-
  Net investment
income (loss)                   0.04
  Net realized and
unrealized
  gain (loss) on
investments                     0.28
                              ------

  Total from
investment operations           0.32
                              ------

Net asset value, end
of year                       $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>



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.

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.
<PAGE>

[Back Cover]

For more  information  about the Funds,  you may wish to refer to the  Company's
Statement  of  Additional  Information  ("SAI"),  dated  May 1,  1999,  and  the
Company's annual or semi-annual report, 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  Series Fund," c/o Fund Services,
Inc.,  1500  Forest  Avenue,  Suite  111,  Richmond,  VA  23229,   by  calling
1-888-420-9950, or by visiting the Funds' website
(http://www.monumentfunds.com).  General  inquiries regarding the Funds may also
be directed to the above address or telephone number.  Information about the 
Company, including the SAI,  can be reviewed  and  copied at the SEC's  Public
Reference  Room in Washington D.C. Information about the operation of the Public
Reference Room may be obtained by calling the SEC at  1-800-SEC-0330.  The SEC 
maintains a website (http://www.sec.gov) that contains reports, the  Prospectus,
SAI, material incorporated by reference, and other information regarding the 
Company.

<PAGE>


                           MONUMENT SERIES FUND, INC.

                             MONUMENT INTERNET FUND
                         MONUMENT MEDICAL SCIENCES FUND
                   MONUMENT WASHINGTON AGGRESSIVE GROWTH FUND

              STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1999

This  Statement  of  Additional  Information  ("SAI")  is not a  Prospectus.  It
contains  additional  information  that you should read in conjunction  with the
prospectus, dated May 1,1999 ("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 "Monument Series Fund," c/o Fund Services,  Inc., 1500
Forest Avenue, Suite 111, Richmond, VA 23229, or by calling 1-888-420-9950.


TABLE OF CONTENTS                                                         PAGE

Investment Policies
Potential Risks
Investment Restrictions
Directors and Officers
Committees  Established by the Board of Directors 
Investment Advisory and Other Services
Principal Holders of Securities
Portfolio  Transactions and Brokerage
Further  Description of the Company's Shares
Buying,  Redeeming,  and Exchanging Shares
Valuation of Fund Shares
Additional  Information On  Distributions  and Taxes 
Performance Information 
Performance Comparisons 
Financial Information

THE COMPANY. The Company, a Maryland corporation  organized on April 7, 1997, is
an  open-end  management   investment  company.  Each  of  its  three  Funds  is
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, three series of common stock, namely, the Medical
Sciences Fund, the Aggressive  Growth Fund and the Internet Fund,  each of which
is currently authorized to issue up to 250 million shares. The Company may offer
additional series in the future.

When issued, shares of each Fund are fully-paid,  non-assessable, and have equal
rights as to redemption and  participation in income  dividends,  earnings,  and
assets remaining in liquidation. Shareholders have no preemptive or conversion
rights.

                               INVESTMENT POLICIES

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

ILLIQUID AND  RESTRICTED  SECURITIES.  Each Fund may invest up to 15% of its net
assets in illiquid securities,  including repurchase  agreements with maturities
in excess of seven days. Subject to this limitation,  the Board of Directors 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  of
Directors  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 of Directors  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) other such factors as Advisors may  determine to
be relevant.

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,  the volatility of the
underlying security, the remaining term of the option, the existing supply and
demand, and the 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
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 who wishes to terminate his or her 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 also 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. Effecting a closing
purchase  transaction will also 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 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 on the OTC market to the same  extent that it
intends to 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,  through 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. Since OTC options
are  available  for a greater  variety  of  securities  and in a wider  range of
expiration  dates and exercise  prices,  the writer of an OTC option is paid the
premium in advance by the dealer.

There can be no assurance that a continuously 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 whom the Fund
originally wrote the option.

FUTURES  CONTRACTS.  Each Fund may buy and sell stock  index  futures  contracts
traded on domestic stock  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
contracts,  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 so long as the sum of the amount of margin
deposits on open  positions  with respect to all stock index  futures  contracts
does not exceed 5% of the Fund's net assets.

To the  extent  a Fund  enters  into a stock  index  futures  contract,  it will
maintain  with its  custodian  bank (to the extent  required by the rules of the
SEC) assets in a segregated  account to cover its  obligations.  Such assets may
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.

REPURCHASE   AGREEMENTS.   Each  Fund  may  enter  into  repurchase  agreements.
Repurchase agreements allow a Fund to acquire ownership of a debt security which
the seller agrees (at the time of the sale) to  repurchase at a mutually  agreed
upon time and price. The security's yield during the Fund's holding period is
thus predetermined.

WARRANTS.  Each Fund may invest in warrants.  A warrant is a security that gives
the holder the right,  but not the  obligation,  to  purchase a given  number of
shares of a particular company at a fixed price within a certain period of time.
Warrants  generally  trade  in the  open  market  and  may be sold  rather  than
exercised.

                                 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 a  contract.
Successful use of futures  contracts depends upon Advisors' ability to correctly
predict movements in 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 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  sanctions  or  restrictions.  These
trading  and  positions  limits  will not  have an  adverse  impact  on a Fund's
strategies for hedging its securities.

REPURCHASE AGREEMENTS.  Although each Fund will enter into repurchase agreements
only with  institutions  that Advisors believes present minimal credit risks, 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: (1) a possible decline in the value
of the underlying  security while the Fund seeks to enforce its rights  thereto;
(2) possible subnormal levels of income and lack of access to income during this
period;  (3) a possible loss on the sale of the underlying  collateral;  and (4)
the expense of enforcing its rights.

WARRANTS.  The  purchaser of a warrant  expects the market price of the security
underlying  the warrant to exceed the  purchase  price of the  warrant  plus the
exercise price of the warrant, thus yielding a profit. It is possible,  however,
that the market price of the  security  underlying a warrant will not exceed the
exercise  price of the warrant  before the expiration  date.  Consequently,  the
purchaser  of a  warrant  risks the loss of the  entire  purchase  price.  Price
movements in the security underlying a warrant are generally not as great as the
warrant's price  movements.  Therefore,  the price of a warrant tends to be more
volatile and may not correlate exactly to the price of its underlying security.

                             INVESTMENT RESTRICTIONS

The Company has adopted the following  restrictions as fundamental  policies for
each Fund. These  restrictions may not be changed for any given Fund without the
approval of the lesser of (1) more than 50% of the outstanding voting securities
of the Fund or (2) 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.  Thus, the investment
restrictions of one Fund may be changed  without  affecting those of the another
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 (at the time of the
   most  recent  loan).  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, except in the case of the Internet
   Fund and the  Medical  Sciences  Fund.  This  limitation  does  not  apply to
   investments in  obligations of the U.S.  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 herefrom;

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;

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 (1) more than 3% of the
   issuer's  outstanding  voting  stock,  (2) more than 5% of the  Fund's  total
   assets,  and  (3)  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 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).  It is also the present
policy of each Fund not to invest more than 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.

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
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. Monument Advisors
does not expect the annual portfolio turnover rates for a Fund to exceed 120%.

                             DIRECTORS AND OFFICERS

The Board of Directors has the  responsibility for the overall management of the
Company, including general supervision and review of its investment
activities.

The  Board of  Directors  also  elects  the  officers  of the  Company,  who are
responsible  for  administering  day-to-day  operations.  Affiliations  for  the
Officers and Board of Directors  (including  principal  occupations for the past
five  years)  are  shown  below.  Members  of the  Board  of  Directors  who are
considered  "interested persons" of the Company under the 1940 Act are indicated
by an asterisk (*).

                           Positions Held     Principal Occupations
 Name, Address and Age    with the Company     During the Past Five
                                                      Years
- ---------------------------------------------------------------------

*David A. Kugler (39)   Director, President   President and
7920 Norfolk Avenue,    and Treasurer,        Director, The
Suite 500, Bethesda,    1997-Present;         Monument Group, Inc.
MD  20814               President and         Bethesda, MD 20814 (a
                        Director, The         holding company);
                        Monument Funds        1997-Present; Account
                        Group, Inc. (a        Vice President, Paine
                        holding company),     Webber, Inc.,
                        1997-Present;         1994-1997; Financial
                        President and         Consultant, Merrill
                        Director, Monument    Lynch & Co.,
                        Advisors, Ltd;        1990-1994.
                        1997-Present
                        President and
                        Director, Monument
                        Distributors, Inc.,

Peter L. Smith (67)     Vice President and    Special Investigator
7920 Norfolk Avenue,    Assistant Secretary   (Senior Examiner)
Suite 500, Bethesda,                          National Association
MD  20814                                     of Securities Dealers
                                              Regulation District
                                              10 (New York
                                              City),1997-1998;
                                              Senior Staff
                                              Accountant, Office of
                                              Compliance
                                              Inspections and
                                              Examinations, U.S.
                                              Securities and
                                              Exchange Commission,
                                              Washington, D.C.,
                                              1974-1997.

Francine F. Carb (41)   Director              President,
421 Woodland Circle                           Markitects, Inc.
Radnor, PA 19087-4640                         (marketing
                                              consulting);  1994-Present;
                                              President, Francine  Carb   &
                                              Associates (marketing consulting),
                                              1992-1994.

Victor Dates (60)       Director              Adjunct Professor,
2107 Carter Dale Road                         Coppin State College,
Baltimore, MD 21209                           1998-Present;
                                              Assistant Professor,
                                              Howard University,
                                              1988-1998.


George DeBakey (48)     Director              Director of
19 Blue Hosta Way                             International
Rockville, MD 20850                           Operations at ESI
                                              International,
                                              Inc.1998-Present;
                                              Instructor at
                                              American University,
                                              1992-1998.


G. Frederic White, III  Director, Secretary   Management Consultant
(45)                                          (small business
3107 Albemarle Road                           management
Wilmington, DE 19808                          consulting),
                                              1985-1997; Business
                                              Manager, Trinity
                                              Episcopal Parish,
                                              1997-Present.

Rhonda Wiles-Roberson,  Director              Sr. Vice President,
J.D (46), 1227 Boucher                        Institutional Funding
Avenue, Annapolis, MD 21403                   & Business
                                              Development, Hispanic
                                              Radio Network, Inc.,
                                              1998 - Present;
                                              Principal, RWR Consults
                                              (business advisors),
                                              1995-Present; General Counsel,
                                              NAPWA Services, Inc.
                                              (pharmaceutical company), 
                                              1993-1995;
                                              Associate General
                                              Counsel, Calvert
                                              Group, Ltd. (sponsor
                                              of investment
                                              companies) 1990-1993.

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 a fee of $2,000 annually,  plus an
additional  fee of $500 per day for  attendance  at any  meeting of the Board of
Directors or one of its  committees  (including  any meeting held by  telephonic
conference).  Directors also receive  reimbursement for any expenses incurred in
attending board and committee  meetings.  The Board of Directors generally meets
quarterly.

In  addition,  those  Directors  and  officers  of  the  Company  who  are  also
shareholders  of The Monument  Group,  Inc.,  the parent company of Advisors and
Distributors, may also receive indirect remuneration by virtue of their indirect
interests in Advisors and Distributors, respectively.

Director White provided business  consultation  services to Monument Advisors on
two limited projects in 1997 for compensation totaling less than $1,500.

                COMMITTEES ESTABLISHED BY THE BOARD OF DIRECTORS.

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

AUDIT  COMMITTEE:  The  Audit  Committee  assists  the  Board  of  Directors  in
fulfilling  its  responsibilities  for the  Company's  accounting  and financial
reporting  practices,  and acts as a liaison  between the Board of Directors and
Deloitte & Touche LLP, the Company's  independent public  accountant.  Directors
Carb,  Dates,  DeBakey,  White,  and  Wiles-Roberson  are  members  of the Audit
Committee.

EXECUTIVE  COMMITTEE:  The  Executive  Committee  may exercise its powers during
those intervals  between meetings of the full Board of Directors.  The Executive
Committee  possesses  all of  the  powers  of  the  Board  of  Directors  in the
management of the Company except as to those matters that  specifically  require
action  by the Board of  Directors.  Directors  Kugler  and  Wiles-Roberson  are
members of the Executive Committee.

PRICING  AND  INVESTMENT   COMMITTEE:   The  Pricing  and  Investment  Committee
determines  in  good  faith a fair  value  for  any of the  Company's  portfolio
investments  that do not have a  readily  available  market  quotation  or sales
price. The Committee then presents such valuations and the basis therefor at the
next  meeting of the Board of  Directors  for their good faith  confirmation  or
change.  Director  Kugler is a member of the Pricing and  Investment  Committee.
Alexander  Cheung,  an employee of  Monument  Advisors,  is also a member of the
Pricing and Investment Committee.

NOMINATING COMMITTEE:  The Nominating Committee nominates candidates for
election to the Board of Directors, whether such candidates be interested or
non-interested persons of the Company.  Directors Carb, Dates, DeBakey,
White, and Wiles-Roberson are members of the Nominating Committee.

                     INVESTMENT ADVISORY AND OTHER SERVICES

ADVISORY AGREEMENT.  Pursuant to the Advisory  Agreement,  Advisors provides the
following  services to each Fund:  (1)  furnishing  an  investment  program ((a)
determining what  investments a Fund should  purchase,  hold, sell, or exchange;
(b)  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; (c) rendering regular reports to the Company regarding the decisions
that it has made with respect to the  investment  of the assets of each Fund and
the purchase and sale of its  investment  securities  (including the reasons for
such decisions,  the extent to which it has implemented such decisions,  and the
manner  in which it has  exercised  any  voting  rights,  rights to  consent  to
corporate action, or other rights pertaining to a Fund's investment securities);
(d) placing orders for the execution of each Fund's securities  transactions (in
accordance  with any  applicable  directions  from the Board of  Directors)  and
rendering certain reports to the Company regarding  brokerage business placed by
Advisors;  (e) 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  Directors  of any fees or
payments of whatever  type that 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 statement, regulatory reports, periodic reports to shareholders and
other  documents  (including  tax  returns),  required by  applicable  law;  (7)
providing   assistance   to  the  Company  with  respect  to  the   development,
implementation,  maintenance,  and monitoring 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 for both the Medical  Sciences  Fund and the  Aggressive
Growth Fund was  approved by the Board of  Directors  on October 27,  1997.  The
Advisory  Agreement for the Internet Fund was approved by the Board of Directors
on June 30,  1998.  Each  agreement  was  subsequently  approved  by the initial
shareholder  of each Fund,  following  his  investment  of each  Fund's  initial
capitalization. The Advisory Agreements will remain in effect for two years from
the date of their  execution  and will  continue  in effect from year to year as
long as its continuance is specifically  approved at least annually by a vote of
the Board of Directors (on behalf of each Fund) or by a vote of the holders of a
majority of each Fund's  outstanding  voting  securities (as defined by the 1940
Act).  In either case,  the vote must be cast by a majority of Board members who
are not interested  persons or Advisors of the Company (other than as members of
the Board of Directors).  Voting must occur in person at a meeting  specifically
called for that  purpose.  The  Advisory  Agreement  may be  terminated  without
penalty at any time by the Board of Directors  or  Advisors.  With respect to an
individual  Fund,  the  Advisory  Agreement  may be  terminated  by a vote  of a
majority  of the  Fund's  shareholders.  Termination  either  occurs  on 60 days
written notice, or automatically in the event of an assignment of the agreement,
as defined in the 1940 Act.


                         PRINCIPAL HOLDERS OF SECURITIES

As of April 9, 1999, Samuel M. Hunn of 7909 Hermitage Road, Richmond,  Virginia,
23228,  has controlled  the Medical  Sciences Fund by virtue of his ownership of
54.51% of its shares. Mr. Hunn also owns 4.882% of the Aggressive Growth Fund.

As of April 9, 1999,  Mr. David A. Kugler of 9616  Glencrest  Lane,  Kensington,
Maryland  20895 has had beneficial  ownership of 6.466% of the Medical  Sciences
Fund and 7.615 % of the Aggressive  Growth Fund. As of that date, Mr. Kugler has
also owned, of record,  2.386 % of the shares of the Medical  Sciences Fund, and
2.810%  of the  shares of the  Aggressive  Growth  Fund.  The  remainder  of Mr.
Kugler's beneficial  ownership of the shares of each Fund (4.080 % of the shares
of the Medical Sciences Fund, and 4.805% of the shares of the Aggressive  Growth
Fund) was due to his ownership interests in Monument Distributors, Inc.

As of April 9,  1999,  Herbert  Klein,  III,  of 1081  Carriage  Hills  Parkway,
Annapolis,  Maryland,  had  beneficial  ownership of 5.005% of the shares of the
Medical Sciences Fund and 5.891% of the shares of the Aggressive Growth Fund.

As of April 9,  1999,  Monument  Distributors,  Inc.,  which  Mr.  Kugler is the
controlling  shareholder,  located at 7920 Norfolk Avenue,  Suite 500, Bethesda,
Maryland  20814,  owned,  4.295% of the shares of the Medical  Sciences Fund and
5.058% of the shares of the Aggressive Growth Fund.

In addition to the foregoing,  as of April 9, 1999,  had varying  percentages of
ownership  (both of record and  beneficial) of shares of the  Aggressive  Growth
Fund: (1) Florence  Cheung 430 Jean Way, King of Prussia,  Pennsylvania,  19406,
10.922%;  (2) Frederick Siewers,  Jr. 606 Chandler Circle,  Richmond,  Virginia,
23229,  5.341%;  (3) Ron Miller  Associates,  Inc. Profit Sharing Plan and Trust
10500 Rockville Pike #501,  Rockville,  Maryland,  20852, 5.593%; and (4) Malvin
Stern and Karen Olsen 18 Bucks Meadow Lane, Newtown, Pennsylvania, 18940, 5.483%
(shares held jointly).

As of April 9, 1999,  the  Company's  directors and  officers,  as a group,  had
beneficial  ownership  of 11.215% of the shares of the  Medical  Sciences  Fund,
11.241%  of the  shares of the  Aggressive  Growth  Fund and less than 1% of the
Internet Fund.

INVESTMENT  ADVISOR.  Monument Advisors,  located at 7920 Norfolk Avenue,  Suite
500,  Bethesda,  Maryland  20814,  is a wholly-owned  subsidiary of The Monument
Group,  Inc.,  which in turn is  principally  owned and  controlled  by David A.
Kugler,  President of Advisors, and President of the Company. David A. Kugler is
an  affiliate  of the  Company and  Monument  Advisors.  Monument  Advisors is a
recently  organized  company  that also  manages the  portfolio  investments  of
qualified  individuals,  retirement  plans, and trusts.  As of January 31, 1999,
Advisors managed or supervised in excess of $20 million in assets.

Pursuant to the Advisory Agreement with the Company, Advisors receives a monthly
fee from each Fund. This fee is calculated as an annualized rate of 1.00% of the
monthly  average  net  assets of each Fund  through  $50  million;  0.75% of the
monthly  average  net assets  between  $50 and $100  million;  and 0.625% of the
monthly average net assets exceeding $100 million.

Monument  Advisors serves as the investment  advisor to each Fund pursuant to an
investment  advisory agreement,  dated October 30, 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,  policies and
restrictions.  Advisors also is responsible  for placing orders for the purchase
and sale of each Fund's investments with broker-dealers selected by Advisors. In
addition,  pursuant  to  the  Advisory  Agreement,   Advisors  provides  overall
management  of the Company's  business  affairs.  Under the Advisory  Agreement,
Advisors has, among other things,  agreed to render regular reports to the Board
of  Directors  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.

PRINCIPAL UNDERWRITER.  Monument  Distributors,  located at 7920 Norfolk Avenue,
Suite  500,  Bethesda,  Maryland  20814,  is a  wholly-owned  subsidiary  of The
Monument Group, Inc. Monument Advisors,  and serves as the principal underwriter
of each Fund.  David A.  Kugler is an  affiliate  of the  Company  and  Monument
Distributors.

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.  On
October 27,  1997,  the  Distribution  Agreement  (dated  November 27, 1997) was
approved as to each Fund by the Board of Directors.  The Distribution  Agreement
is in effect for two years from the date of its  execution  and will continue to
be in  effect  thereafter  if  approved  annually  by a  vote  of the  Board  of
Directors,  or  by a  vote  of  the  holders  of a  majority  of  the  Company's
outstanding voting securities.  In either case, votes must be cast by a majority
of Board members who are not parties to the Distribution Agreement or interested
persons of any such  party  (other  than as members of the Board of  Directors).
Votes  must also be cast in person at a  meeting  called  specifically  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 distributing the Company's  shares,
including  advertising  expenses and the cost of printing  sales  materials  and
prospectuses. 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 commission for the sale of
each  Fund's  shares  (in  the  amount  set  forth,  and  as  described,  in the
Prospectus).

PLAN OF DISTRIBUTION.  The Board of Directors has adopted a Plan of Distribution
pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1 Plan").

RULE 12b-1 PLAN. The Board of Directors,  on behalf of the Medical Sciences Fund
and the Washington Regional Aggressive Growth Fund,  unanimously approved a Plan
of Distribution pursuant to Rule 12b-1 ("Plan") on October 27, 1997. A Plan of
Distribution was approved on behalf of the Internet Fund on June 30, 1998.

Pursuant  to these  Distribution  Plans,  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.  The  Board  of  Directors  adopted  the
Distribution Plan in hopes of increasing the sale of each Fund's shares lowering
overall Fund expenses  through  economies of scale. The Plan is in effect for an
initial one year period,  and will remain in effect  provided  that the Board of
Directors  (including  a  majority  of Rule  12b-1  Directors  described  below)
approves its continuance by votes cast in person at an annual meeting called for
that  purpose.  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 related agreements.

Pursuant  to the Plan,  each Fund may finance  any  activity or expense  that is
intended  primarily  to result in the sale of its shares.  Under the Plan,  each
Fund may pay a fee ("12b-1 fee") to Distributors up to a maximum of 0.50%, on an
annualized basis, of its average daily net assets. The Company may pay the 12b-1
fee for activities and expenses borne in the past in connection  with its shares
as to which no 12b-1 fee was paid because of the maximum limitation.

The activities and expenses  financed by the 12b-1 fee may include,  but are not
limited to: (1)  compensation  for expenses  (including  overhead and  telephone
expenses)  incurred by employees of Distributors  who engage in the distribution
of the shares of each Fund; (2) printing and mailing of prospectuses, statements
of additional information,  and periodic reports to prospective  shareholders of
each Fund; (3) expenses relating to the development,  preparation, printing, and
mailing of  advertisements,  sales literature,  and other promotional  materials
describing   and/or  relating  to  each  Fund;  (4)  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;  (5)
expenses  of  holding  seminars  and sales  meetings  designed  to  promote  the
distribution  of the shares of each Fund; (6) 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; (7) expenses of training sales personnel offering and
selling  each  Fund's  shares;  and (8)  expenses of  personal  services  and/or
maintenance of shareholder accounts with respect to the shares of each Fund.

A majority of Rule 12b-1 Directors must approve material amendments 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. With respect to each individual, the Plan may be terminated at any
time by a majority of Rule 12b-1  Directors or by a majority of the  outstanding
voting securities of that Fund.

CUSTODIAN,  ACCOUNTING AGENT AND TRANSFER AGENT.  Star Bank, N.A. located at 425
Walnut Street, Cincinnati,  Ohio 45202, Star Bank, N.A. acts as custodian of the
assets of each Fund,  including  securities and 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.  Commonwealth  Fund
Accounting,  Inc., 1500 Forest Avenue, Suite 111, Richmond,  VA 23229, serves as
an investment  accounting agent for each Fund's  portfolio  securities and other
assets. Fund Services,  Inc., 1500 Forest Avenue, Suite 111, Richmond, VA 23229,
serves as the transfer agent and dividend dispersing agent for each Fund.

FUND ADMINISTRATION.  Pursuant to an Administrative  Services Agreement with the
Company dated October 20, 1998 (the  "Administrative  Agreement"),  Commonwealth
Shareholder  Services,  Inc. ("CSS"),  1500 Forest Avenue,  Suite 223, Richmond,
Virginia 23229 serves as administrator of the Fund and supervises all aspects of
the operation of the Fund except those performed by the Investment Advisor.
CSS
provides certain administrative  services and facilities for the Fund, including
preparing and maintaining certain books, records, and monitoring compliance with
state and federal  regulatory  requirements.  As administrator,  CSS receives an
assets-based  administrative fee, computed daily and paid monthly, at the annual
rate of 0.20%  subject to a minimum  amount of $18,000  per year for a period of
two years from the date of the Administrative  Agreement. CSS receives an hourly
rate, plus certain out-of-pocket  expenses,  for shareholder servicing and state
securities law matters.

INDEPENDENT PUBLIC ACCOUNTANT. Deloitte & Touche LLP, located at University
Square, 117 Campus Drive, Princeton,  New Jersey 08540, serves as the
Company's independent public accountant.

                      PORTFOLIO TRANSACTIONS AND BROKERAGE

Advisors,  pursuant to the Advisory Agreement and subject to the general control
of the Board of  Directors,  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 extent of the security market,  the
financial  condition and  execution  capability  of the  broker-dealer,  and the
reasonableness of any commission.

In the allocation of brokerage business used to purchase  securities for a Fund,
Advisors may give  preference  to those  broker-dealers  who provide  brokerage,
research,  or other  services to Advisors  as long as there is no  sacrifice  in
obtaining best  execution.  Such services may include the following:  (1) 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);  (2)  analyses  and  reports  concerning
issuers,  industries,   securities,   economic  factors  and  trends,  portfolio
strategy,  and performance of accounts;  and (3) various functions incidental to
effecting securities  transactions,  such as clearance and settlement.  Research
generated by  broker-dealers  who execute  transactions on behalf of the Company
may be useful to Advisors in rendering  investment  management services to other
clients (including affiliates of Advisors).  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 may be used by Advisors in  providing  investment
advice to all its clients (including affiliates of Advisors),  not all of it 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 supplemental research.

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.

Monument  Advisors  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  Advisors  if it is  legally
permissible  to do so. The next advisory fee payable to Advisors will be reduced
by the cash amount received by Advisors, 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 any 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,
Advisors  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  customers,
including the Company.  In some  instances,  this procedure may impact the price
and size of the position obtainable for the Company.

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,  may also 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.

                   FURTHER DESCRIPTION OF THE COMPANY'S SHARES

VOTING RIGHTS.  According to the Company's  By-Laws,  and under Maryland law, an
annual shareholder  meeting need not be held in any year in which Directors must
be elected  (as  dictated  by the 1940  Act).  On any  matter  submitted  to the
shareholders,  each  shareholder  is  entitled  to  one  vote  per  share  (with
proportionate  voting for fractional  shares)  regardless of the relative NAV of
the Fund's shares.  On matters  affecting one Fund  differently from the another
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.  In other words,  holders of more
than 50% of the shares elect 100% of the Board of  Directors,  while the holders
of less  than  50% of the  shares  may  not  elect  any  person  as a  Director.
Shareholders  of a  particular  Fund  may have  the  power  to elect  all of the
Company's  Directors if that Fund has a majority of the total outstanding shares
of the Company.

DIVIDEND RIGHTS.  Income dividends and capital gain distributions on shares of a
particular  Fund may be paid  with  such  frequency  as the  Board of  Directors
determines.  This may  occur  daily,  or with  such  frequency  as the  Board of
Directors  determines by resolution.  Dividends and distributions may be paid to
shareholders of a particular Fund from the income and capital gains,  accrued or
realized,  attributable to the assets belonging to that Fund, after the Board of
Directors provides for the Fund's actual and accrued liabilities.  All dividends
and  distributions on shares of a particular series or class will be distributed
pro rata to the  shareholders in proportion to the number of shares held by them
on 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 shareholders  of Fund through 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)  any of a Fund's  assets that are in excess of its  liabilities.  The
shareholders of one Fund will therefore not be entitled to any distribution upon
liquidation of another Fund. The assets  distributed  to the  shareholders  of a
Fund  will be in  proportion  to the  number of shares of that Fund held by each
shareholder as recorded on the Company books.  The liquidation of any particular
Fund in which there are outstanding shares 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
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, non-assessable,  have no pre-emptive or subscription rights, and
are fully transferable (the Board of Directors may, however,  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 allow a shareholder  the option
of  exchanging  his or her shares for shares of the another  Fund in  accordance
with such requirements and procedures as the Board of Directors may establish.

                    BUYING, REDEEMING, AND EXCHANGING SHARES

ADDITIONAL  INFORMATION ON BUYING SHARES. The Company currently offers shares of
the Funds through  advertisements  and mailings.  In the future,  shares will be
offered on 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 $50 charge  against your
account  for each  returned  item.  Brokers  through  which you buy  shares  may
designate intermediaries to accept orders on behalf of the Funds.

REINVESTMENT  DATE. Fund shares acquired  through the  reinvestment of dividends
will be purchased at the Fund's net asset value,  as  determined on the business
day  following the dividend  record date  (sometimes  known as the  "ex-dividend
date"). The processing date for the 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,  will pay in cash (by check) all requests for redemption by
any shareholder of record of a Fund. The amount is limited,  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  permission  of the SEC. If redemption  requests  exceed these
amounts,  the Board of Directors reserves the right to make payments in whole or
in part using securities or other assets of a Fund (if there is an emergency, or
if a cash  payment  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 as
a result of 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,  we will  reinvest  any
declared but unpaid income  dividends and capital gain  distributions in the new
Fund at its 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  sell their shares of a Fund under the
exchange  privilege,  within a short period, the Fund may have to sell portfolio
securities  that  it  would  otherwise  have  held,  thus  incurring  additional
transactional costs.  Increased use of the exchange privilege may also result in
periodic  large  inflows of money.  If this  occurs,  it is each Fund's  general
policy  to  initially  invest  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 also delay  issuing  shares 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 your request for exchange is received in proper form.  See
"Buying, Redeeming, and Exchanging Shares" in the Prospectus.

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

                            VALUATION OF FUND SHARES

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 on 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.

In most cases, 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 values used in computing the net asset
value of each Fund is determined as of those times.  Occasionally,  events which
affect  the  values  of  these  securities  occur  between  the  times  they are
determined  and the  scheduled  close  of the  Exchange  and are  therefore  not
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 of Directors.

Securities for which market  quotations are readily  available are valued at the
current  market  price,  which may be obtained from a pricing  service.  In this
case, the security's is 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 by procedures approved by the Board of Directors.  With
the Board's approval, a Fund may utilize a pricing service to perform any of the
above described functions.

                ADDITIONAL INFORMATION ON DISTRIBUTIONS AND TAXES

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

1. Income  dividends.  Each  Fund  receives  income  in the  form of  dividends,
   interest,  and  other  investment-derived  income.  The  total  income,  less
   expenses incurred in the Fund's operation, 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  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 be  made  annually  in  December,  and  reflect  any net
   short-term and net long-term capital gains realized by the Fund as of October
   31 of the current fiscal year as well as any undistributed capital gains from
   the  prior  fiscal  year.  Each  Fund may make  more  than one  capital  gain
   distribution  in any year or adjust  the  timing of these  distributions  for
   operational or other reasons.


TAXES.  Tax Status of the Funds.  Each Fund  intends to be taxed as a  regulated
investment company under Subchapter M of the Code. Accordingly,  each Fund must,
among other  things,  (a) derive in each  taxable year at least 90% of its gross
income from  dividends,  interest,  payments with respect to certain  securities
loans,  and gains from the sale or other  disposition  of stock,  securities  or
foreign  currencies,  or other  income  derived  with respect to its business of
investing  in such  stock,  securities  or  currencies;  and (b)  diversify  its
holdings  so that,  at the end of each fiscal  quarter,  (i) at least 50% of the
value of the Fund's total  assets is  represented  by cash and cash items,  U.S.
Government  securities,  the securities of other regulated  investment companies
and other securities,  with such other securities limited, in respect of any one
issuer, to an amount not greater than 5% of the value of the Fund's total assets
and 10% of the outstanding  voting securities of such issuer,  and (ii) not more
than 25% of the value of its total assets is invested in the  securities  of any
one issuer (other than U.S.  Government  securities  and the securities of other
regulated investment companies).

As a  regulated  investment  company,  a Fund  generally  is not subject to U.S.
federal income tax on income and gains that it distributes to  shareholders,  if
at least 90% of the Fund's  investment  company taxable income (which  includes,
among other  items,  dividends,  interest  and the excess of any net  short-term
capital  gains  over net  long-term  capital  losses)  for the  taxable  year is
distributed. Each Fund intends to distribute substantially all of such income.

Amounts not  distributed  on a timely basis in  accordance  with a calendar year
distribution  requirement  are subject to a  nondeductible  4% excise tax at the
Fund level. To avoid the tax, a Fund must  distribute  during each calendar year
an  amount  equal to the sum of (1) at least  98% of its  ordinary  income  (not
taking into account any capital gains or losses) for the calendar  year,  (2) at
least 98% of its capital  gains in excess of its capital  losses  (adjusted  for
certain ordinary losses) for a one-year period generally ending on October 31 of
the calendar  year,  and (3) all ordinary  income and capital gains for previous
years that were not distributed  during such years. To avoid  application of the
excise tax,  each Fund  intends to make  distributions  in  accordance  with the
calendar year distribution requirement.

A  distribution  will be treated as paid on December 31 of a calendar year if it
is  declared  by a Fund in  October,  November  or  December of that year with a
record date in such a month and paid by the Fund during January of the following
year.  Such a distribution  will be taxable to shareholders in the calendar year
in which the distribution is declared, rather than the calendar year in which it
is received.

Distributions. Distributions of investment company taxable income are taxable to
a U.S. shareholder as ordinary income, whether paid in cash or shares. Dividends
paid by a Fund to a  corporate  shareholder,  to the extent such  dividends  are
attributable  to  dividends  received by the Fund from U.S.  corporations,  may,
subject  to  limitation,  be  eligible  for the  dividends  received  deduction.
However,  the alternative  minimum tax applicable to corporations may reduce the
value of the dividends received deduction.

The excess of net long-term  capital gains over net  short-term  capital  losses
realized, distributed and properly designated by a Fund, whether paid in cash or
reinvested  in Fund  shares,  will  generally  be  taxable  to  shareholders  as
long-term gain,  regardless of how long a shareholder has held Fund shares.  Net
capital  gains from  assets  held for one year or less will be taxed as ordinary
income.

Shareholders  will be  notified  annually  as to the U.S.  federal tax status of
distributions,  and  shareholders  receiving  distributions in the form of newly
issued  shares  will  receive a report as to the net asset  value of the  shares
received.

If the net asset  value of shares is  reduced  below a  shareholder's  cost as a
result of a distribution by a Fund, such distribution  generally will be taxable
even though it  represents  a return of invested  capital.  Investors  should be
careful to consider the tax  implications  of buying shares of a Fund just prior
to a distribution.  The price of shares  purchased at this time will include the
amount of the forthcoming  distribution,  but the distribution will generally be
taxable to the shareholder.

Dispositions.  Upon a  redemption,  sale or  exchange  of  shares  of a Fund,  a
shareholder  will realize a taxable gain or loss depending upon his or her basis
in the  shares.  A gain or loss will be treated  as capital  gain or loss if the
shares are capital assets in the  shareholder's  hands, and the rate of tax will
depend upon the shareholder's  holding period for the shares.  Any loss realized
on a  redemption,  sale or exchange  will be disallowed to the extent the shares
disposed of are replaced (including through  reinvestment of dividends) within a
period of 61 days,  beginning 30 days before and ending 30 days after the shares
are  disposed  of.  In such a case the  basis  of the  shares  acquired  will be
adjusted to reflect the disallowed loss. If a shareholder  holds Fund shares for
six months or less and during that period receives a distribution taxable to the
shareholder  as long-term  capital  gain,  any loss realized on the sale of such
shares during such  six-month  period would be a long-term loss to the extent of
such distribution.

If,  within  90  days  after  purchasing  Fund  shares  with a sales  charge,  a
shareholder  exchanges  the shares  and  acquires  new  shares at a reduced  (or
without any) sales charge pursuant to a right acquired with the original shares,
then the  shareholder  may not take the  original  sales  charge into account in
determining  the  shareholder's  gain or loss on the  disposition of the shares.
Gain or loss will  generally be  determined by excluding all or a portion of the
sales charge from the shareholder's  tax basis in the exchanged shares,  and the
amount excluded will be treated as an amount paid for the new shares.

Backup Withholding. A Fund generally will be required to withhold federal income
tax at a rate of 31%  ("backup  withholding")  from  dividends  paid (other than
exempt-interest dividends), capital gain distributions,  and redemption proceeds
to  shareholders  if (1) the  shareholder  fails to  furnish  the Fund  with the
shareholder's correct taxpayer  identification number or social security number,
(2) the IRS notifies the shareholder or the Fund that the shareholder has failed
to  report  properly  certain  interest  and  dividend  income to the IRS and to
respond  to  notices  to  that  effect,  or (3)  when  required  to do  so,  the
shareholder  fails  to  certify  that  he  or  she  is  not  subject  to  backup
withholding.  Any amounts  withheld  may be credited  against the  shareholder's
federal income tax liability.

Other  Taxation.  Distributions  may be subject to additional  state,  local and
foreign taxes,  depending on each shareholder's  particular situation.  Non-U.S.
shareholders  may be subject to U.S.  tax rules that differ  significantly  from
those summarized above,  including the likelihood that ordinary income dividends
to them would be subject to withholding of U.S. tax at a rate of 30% (or a lower
treaty rate, if applicable).

Options,  Futures and Forward  Contracts.  Any regulated  futures  contracts and
certain options (namely, nonequity options and dealer equity options) in which a
Fund may invest may be  "section  1256  contracts."  Gains (or  losses) on these
contracts  generally  are  considered  to be 60%  long-term  and 40%  short-term
capital gains or losses.  Also, section 1256 contracts held by a Fund at the end
of each taxable  year (and on certain  other dates  prescribed  in the Code) are
"marked to market" with the result that  unrealized  gains or losses are treated
as though they were realized.

Transactions in options,  futures and forward contracts undertaken by a Fund may
result in "straddles"  for federal  income tax purposes.  The straddle rules may
affect  the  character  of gains (or  losses)  realized  by a Fund,  and  losses
realized  by a Fund on  positions  that are part of a straddle  may be  deferred
under the straddle  rules,  rather than being taken into account in  calculating
the taxable  income for the taxable  year in which the losses are  realized.  In
addition,  certain carrying charges (including interest expense) associated with
positions in a straddle may be required to be  capitalized  rather than deducted
currently.  Certain  elections that a Fund may make with respect to its straddle
positions may also affect the amount, character and timing of the recognition of
gains or losses from the affected positions.

Because  only a few  regulations  implementing  the  straddle  rules  have  been
promulgated,  the  consequences of such  transactions to a Fund are not entirely
clear.  The straddle  rules may increase the amount of  short-term  capital gain
realized  by a Fund,  which is taxed as  ordinary  income  when  distributed  to
shareholders. Because application of the straddle rules may affect the character
of gains or losses,  defer losses and/or  accelerate the recognition of gains or
losses  from  the  affected  straddle  positions,   the  amount  which  must  be
distributed to shareholders as ordinary income or long-term  capital gain may be
increased or decreased  substantially  as compared to a fund that did not engage
in such transactions.

Constructive Sales. Under certain circumstances,  a Fund may recognize gain from
a constructive sale of an "appreciated financial position" it holds if it enters
into a short sale,  forward  contract or other  transaction  that  substantially
reduces  the risk of loss with  respect  to the  appreciated  position.  In that
event,  the Fund would be treated as if it had sold and immediately  repurchased
the property and would be taxed on any gain (but not loss) from the constructive
sale.  The  character  of gain from a  constructive  sale would  depend upon the
Fund's  holding period in the property.  Loss from a constructive  sale would be
recognized  when the property was  subsequently  disposed of, and its  character
would depend on the Fund's  holding  period and the  application of various loss
deferral  provisions of the Code.  Constructive sale treatment does not apply to
transactions  closed in the  90-day  period  ending  with the 30th day after the
close of the taxable year, if certain conditions are met.


                             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(l+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

Average  annual total  return  calculations  reflect the  deduction of a 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  do not reflect the  deduction  for the Rule 12b-1 fee
until such charge is actually  assessed.  Each Fund may also show average annual
total return calculations.

CUMULATIVE TOTAL RETURN. Each Fund may also quote its cumulative total return in
advertisements and sales literature.  Each Fund computes cumulative total return
in a manner similar to that used 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.  The Funds calculate  cumulative  total
return according to the following formula:

                 C = (ERV/P) -1

   Where:

         P = a hypothetical  initial  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  also reflect the  deduction of a 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  do 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  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, performance rankings, averages and other information
prepared  by  recognized   mutual  fund  statistical   services.   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.

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
     Morningstar's  assessment of the historical risk adjusted  performance of a
     fund over specified time periods  relative to other funds 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.


                              FINANCIAL INFORMATION



Financial Highlights, Statements and Reports of Independent Accountants. You can
receive  free copies of reports,  request  other  information  and discuss  your
questions about the Funds by contacting the Funds directly at:



                         The Monument Funds Group, Inc.
                         7920 Norfolk Avenue, Suite 500
                            Bethesda, Maryland 20814



The books of each Fund will be  audited  at least  once each year by  Deloitte &
Touche LLP, of Princeton, New Jersey.



The Fund's  audited  financial  statements  and notes thereto for the year ended
October  31, 1998 and the  unqualified  report of Deloitte & Touche LLP, on such
financial  statements  (the "Report") are  incorporated by reference in this SAI
and are included in the Fund's 1998 annual report to  shareholders  (the "Annual
Report").  A copy of the Annual Report  accompanies this SAI and an investor may
obtain a copy of the  Annual  Report  free of charge by  writing  to the Fund or
calling (888) 520-8637.


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