MONUMENT SERIES FUND INC
497, 1999-10-08
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                        [MONUMENT FUNDS GROUP, INC. LOGO]

                           MONUMENT SERIES FUND, INC.


                             MONUMENT INTERNET FUND
                         MONUMENT MEDICAL SCIENCES FUND
                        MONUMENT TELECOMMUNICATIONS FUND



                        PROSPECTUS DATED October 1, 1999

This Prospectus  describes the Monument Internet Fund, Monument Medical Sciences
Fund and the Monument Telecommunications Fund (each, a "Fund"; collectively, the
"Funds"). Each Fund represents a separate series of common stock of the Monument
Series Fund, Inc. (the  "Company").  Each series offers three classes of shares:
Class A Shares  with a  front-end  sales  charge,  Class B Shares  subject  to a
contingent  deferred sales charge, and Class Y Shares for certain  institutional
investors.  Class A Shares  and Class B Shares are  offered by this  prospectus.
Class Y Shares  are  offered  pursuant  to a separate  prospectus,  which may be
obtained by contacting Monument Series Fund, Inc. (See "Buying Fund Shares.")

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  TELECOMMUNICATIONS  FUND seeks to maximize  long-term  appreciation of
capital  by  investing  primarily  in  a  non-diversified  portfolio  of  equity
securities of telecommunications companies.


   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
Investment Objectives
Principal  Investment  Strategies
Temporary  Defensive  Positions
Specific Risk Considerations
General  Risk  Considerations
Table  of Fees and  Expenses
The Company
Shareholder  Information
Buying Fund Shares
Distribution  Arrangements
Redeeming Fund Shares
Exchanging Fund Shares
Dividends and  Distributions
Tax Considerations
Services  To Help You  Manage  Your  Account
Proper  Form
Share Certificates
Retirement Plan Accounts
Financial Highlights Information
  Monument Medical Sciences Fund (formerly Monument Washington Regional
Growth Fund)
  Monument Telecommunications Fund (formerly Monument Washington Aggressive
Growth  Fund)




<PAGE>


                                    THE FUNDS

The  following  discussion  describes  the  investment   objectives,   principal
strategies  and  risks  of each  Fund.  Investment  objectives  are  fundamental
policies  and cannot be  changed  without  the  approval  of a  majority  of the
relevant Fund's  outstanding  shares.  As with any mutual fund,  there can be no
guarantee that investment objectives will be met.

                              INVESTMENT OBJECTIVES

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

MONUMENT 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 TELECOMMUNICATIONS FUND (formerly Monument Washington Aggressive Growth
Fund).  The  Telecommunications  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  circumstances,  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,
manufacture,  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  of each of the Funds  ("Advisors")  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,  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, Advisors 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.

TELECOMMUNICATIONS  FUND.  The Fund seeks to achieve its objective by investing,
under  normal  circumstances,  at  least  80%  of its  total  assets  in  equity
securities  of  companies  engaged in  virtually  all aspects of  communications
services and  technologies.  These  companies  may provide  network  systems and
equipment; serve as public and private carriers, whether land-based, wireless or
satellite, or provide or distribute value-added services or products.

When selecting investments for the  Telecommunications  Fund, Advisors will seek
to identify  telecommunication  companies that it believes are developing 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 or revenue or  earnings at the time of  purchase.  Dividend
income, if any, is likely to be incidental.

                          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 invests  primarily in companies  engaged in
Internet and Intranet-related  activities.  The value of this type of company is
particularly  vulnerable to rapidly changing  technology,  extensive  government
regulation and relatively  high risks of  obsolescence  caused by scientific and
technological  advances.  Therefore,  the Internet Fund may  experience  greater
volatility than funds not subject to these types of risks.  The Internet Fund is
non-diversified,  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 economic  prospects of health sciences  companies can
dramatically  fluctuate  due  to  changes  in  the  regulatory  and  competitive
environment in which these companies  operate.  A substantial  portion of health
services and research is 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 non-diversified,
and may also invest in small  companies and technology  and research  companies,
the risks of which are described below under "General Risk considerations."

TELECOMMUNICATIONS FUND. The economic prospects of telecommunications  companies
can dramatically fluctuate due to regulatory and competitive environment changes
around the world.  Most  products  or services  provided  by  telecommunications
companies  require  substantial   investment  and  are  subject  to  competitive
obsolescence. Telecommunications companies are particularly subject to political
and currency risks. The Telecommunications Fund is nondiversified,  and may also
invest in small 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 Internet, Medical Sciences,
and Telecommunications Fund shares to be more volatile than the shares of mutual
fund investing 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.

NONDIVERSIFICATION;  INDUSTRY CONCENTRATION.  The Funds are nondiversified 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. In addition, each Fund may invest more than 25% of
its assets in what may be considered a single industry sector. Accordingly, each
Fund may be more  susceptible to the effects of adverse  economic,  political or
regulatory  developments affecting a single issuer or industry sector than funds
that diversify to a greater extent.

                           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)

                                                    Class A           Class B


Maximum Sales Charge (Load)1                          4.75%             None

Maximum Deferred Sales Charge (Load)                  None              5.00%2

Maximum Sales Charge (Load) Imposed on Reinvested
Dividends and Distributions                           None              5.00%2

Redemption Fees                                       None              None

Exchange Fees                                         None              None

Annual Fund Operating Expenses
(expenses  that are  deducted  from fund assets as a  percentage  of average net
assets)


               Internet Fund    Medical Sciences Fund     Telecommunication Fund

             Class A  Class B     Class A  Class B          Class A  Class B


Advisory Fee      1.00%   1.00%     1.00%   1.00%             1.00%   1.00%
Distribution
(12b-1) Fees      0.50%   1.00%     0.50%   1.00%             0.50%   1.00%
Other Expenses    0.40%   0.40%    49.57%  49.57%            56.75%  56.75%
Total Annual
Fund Operating
Expenses          1.90%   2.40%    51.07%  51.57%            58.25%  58.75%
Fee Waiver
and/or
Expense
Reimbursements     ---      ---    49.17%  49.17%             56.35%   56.35%
Net Expenses        1.90%  2.40%    1.90%  2.40%               1.90%   2.40%

- -------------------
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 A 5.00% deferred sales charge (as a percentage of the original  purchase price
  or redemption  price,  whichever is lower) will apply to any redemptions  made
  within the first year.  During the second year,  redeemed  shares will incur a
  4.00% sales  charge.  During  years three and four you will pay 3.00%,  during
  year five 2.00%,  and during year six 1.00%.  The  contingent  deferred  sales
  charge is eliminated after the sixth year.

     The Company has approved a Plan of  Distribution  Pursuant to Rule 12b-1 of
     the 1940 Act,  providing for the payment of  distribution  fees to Monument
     Distributors,  Inc., the principal underwriter for each Fund ("12b-1 Plan).
     Class A Shares pay a maximum distribution fee of 0.50% of average daily net
     assets,  and  Class B Shares  pay a  maximum  distribution  fee of 1.00% of
     average daily net assets.  See "Rule 12b-1 Fees."  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.

     With respect to the Medical Sciences and Telecommunications Funds, the
     Advisor has contractually agreed to waive its fees and pay  expenses to the
     extent  necessary to cap Class A Share total  operating  expenses at 1.90%,
     and Class B Share total  operating  expenses at 2.40% of the Fund's average
     daily net assets until May 1, 2001.


EXAMPLE. This example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds with similar
investment objectives. The example assumes that you invest $10,000 in a class of
shares of the 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  operating  expenses of the  relevant  class
remain the same.  Although  your  actual  cost may be higher or lower,  based on
these assumptions your cost would be:


             Internet Fund     Medical Sciences Fund   Telecommunications Fund

            Class A Class B   Class A  Class B          Class A Class B
1 Year      $  659   $  743   $  659   $  743           $  659   $  743
3 Years      1,044    1,048    7,327    7,245            7,339    7,232
5 Years      1,453    1,481    8,231    8,134            7,949    7,828
10 Years     2,592    2,663    8,585    8,496            8,116    7,989

   With  respect to Class A Shares,  the above  examples  assume  payment  ofthe
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. With respect to Class B Shares, the
above examples  assume  payment of the deferred  sales charge  applicable at the
time  of  redemption.  The  ten-year  figure  takes  into  account  the  shares'
conversion  to Class A Shares after eight years.  For time periods  during which
the  contractual  agreement to waive or reimburse fees is in place,  your actual
expenses may be lower.

*The Medical Sciences Fund and Telecommunications Fund costs shown for the first
year reflect the cap imposed by the expense limitation agreement.

Should the advisor  continue  this  contractual  agreement for the periods shown
below, your cost would be:

                          Medical Sciences Fund      Telecommunications Fund
                             Class A    Class B      Class A      Class B

3 Years                       $1,044     $1,048        $1,044   $1,048
5 Years                        1,453      1,481         1,453    1,481
10 Years                       2,592      2,663         2,592    2,663


                                   THE COMPANY

THE COMPANY. Monument Series Fund, Inc. is a Maryland corporation that was
organized on April 7, 1997. It is registered with the SEC as an open-end
management investment company.

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 Statement of Additional Information ("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 and a director
of both Advisors and the Company. Monument Advisors also manages the portfolio
investments  of  qualified  individuals,  retirement  plans,  and trusts.  As of
September 30, 1999,  Advisors  managed or supervised in excess of $70 million in
assets.

In  the   interest  of  limiting   expenses   of  the   Medical   Sciences   and
Telecommunications   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 for Class A and B shares of the Funds
covered by the agreement are limited to 1.90% and 2.40%, respectively. The limit
does not apply to interest,  taxes,  brokerage  commissions,  other expenditures
capitalized in accordance with generally accepted accounting principles or other
extraordinary expenses not incurred in the ordinary course of business.

PORTFOLIO MANAGERS. Alexander C. Cheung, CFA, serves as the portfoliomanager for
the Internet and Medical  Sciences Fund. Mr. Cheung has nine yearsof  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.

J.   Michael   Gallipo,   CFA,   serves  as  the   portfolio   manager   of  the
Telecommunications   Fund.  Mr.  Gallipo  has  over  four  years  of  investment
experience and joined Advisors in August 1999.  Prior to joining  Advisors,  Mr.
Gallipo was an investment  analyst at Van Eck Associates  Corp. Mr. Gallipo also
served  previously as a compliance  analyst for Van Eck and as a legal assistant
for Brown & Wood, LLP.

                             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 CLASS ALTERNATIVES. The Fund offers investors three different classes of
shares. Class A Shares and Class B Shares are offered by this Prospectus.  Class
Y Shares are offered by a separate  Prospectus.  The different classes of shares
represent  investments in the same portfolio of securities,  but the classes are
subject to different expenses and may have different share prices.  When you buy
shares be sure to specify the class of shares in which you choose to invest.  If
you do not select a class your money will be invested in Class A Shares. Because
each share class has a different  combination  of sales  charges,  expenses  and
other  features,  you should consult your financial  advisor to determine  which
class best meets your financial objectives. Additional details about each of the
share class alternatives may be found below under "Distribution Arrangements."


         ClassA Shares.  If you choose to  purchase  Class A Shares you will pay
              an initial  sales  charge,  which will be deducted from the amount
              you invest.

         ClassB Shares.  If you choose to  purchase  Class B Shares you will not
              pay a sales charge at the time of purchase.  However,  if you sell
              your shares  within six years of purchasing  them,  you will pay a
              maximum of 5.00% of the redemption price as a contingent  deferred
              sales charge ("CDSC") according to the schedule that appears below
              under "Distribution  Arrangements."  Class B Shares  automatically
              convert  to  Class  A  Shares  eight  years  after  purchase.  For
              additional  information  about  Class  B  Share  conversions,  see
              "Conversion of Class B Shares"
                     in the SAI.


SHARE  TRANSACTIONS.  You may  purchase  and redeem  Fund  shares,  or  exchange
sharesof one Fund for those of another,  by contacting any broker  authorized by
thedistributor  to sell shares of the Company or by  contacting  Fund  Services,
Inc.,  the  Company's  transfer and dividend  disbursing  agent,  at 1500 Forest
Avenue, Suite 111, Richmond, VA 23229 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 following table provides you with  information on the
various  investment  minimums,  sales  charges and  expenses  that apply to each
class.  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 as detailed below under "Waiver of Sales Charges."


                                            Class A                    Class B

Minimum Initial Investment                   $1,000                    $1,000

Minimum Subsequent Investment                $ 250*                    $ 250*

Initial Sales Charge                 Maximum 4.75%,                     None
                                     with options
                                     for a reduction
                                     or waiver

CDSC                                        None                  Maximum 5.00%
                                                                  declines over
                                                                  six years

Distribution Fee                    Maximum 0.50%                 Maximum 1.00%
                                    of Funds net                  of Funds net
                                    daily assets                  daily assets

* For automatic  investments  made at least  quarterly,  the minimum  subsequent
investment is $100.

BY MAIL. You may buy shares of each Fund by sending a completed applicationalong
with a check drawn on a U.S. bank in U.S. funds, to "Monument  Series Fund," c/o
Fund Services,  Inc., at 1500 Forest Avenue, Suite 111, Richmond, VA 23229. 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 Fund  Services,  Inc.,  1500
Forest Avenue, Suite 111, Richmond, VA 23229. 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." The
public offering price of Class A Shares is equal to the Fund's net asset value
plus the initial sales charge.  The public  offering  price of Class B Shares is
equal to the respective Fund's net asset value.

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

Class A Shares. Class A Shares are sold at their public offering price, which is
normally the shares NAV plus an initial sales charge.  However,  if you purchase
shares in amounts over a certain level, the initial sales charge may be reduced,
as the chart below shows.

                  Class A Distribution Schedule

                                            Sales Charge as a
                                            Percentage of Amount
                                                              Dealers as a
Amount of Purchase at the          Offering    Amount         Percentage
Public Offering Price               Price      Invested       of Offering

$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%


Class B Shares.  Class B Shares are sold at net asset value per share without an
initial sales charge.  However,  if Class B shares are redeemed within six years
of their  purchase,  you will be subject to a contingent  deferred  sales charge
("CDSC").  The CDSC will be based on the  lesser  of the net asset  value of the
redeemed  shares at the time of redemption or the original net asset value.  The
CDSC is not  imposed  on the  amount of your  account  value  represented  by an
increase in net asset value over the initial purchase price. The CDSC is paid to
the Distributor to compensate it for providing  distribution-related services to
the Fund in connection  with the sale of Class B Shares.  The amount of the CDSC
will  depend on the number of years  since you  invested  and the dollar  amount
being redeemed, according to the following schedule:



       Years Since Purchase              CDSC (as % Amount
                                         Subject to Charge)

        --------------------------------------------------------------
                  First                     5.0%
        ---------------------------------------------------------------
        ---------------------------------------------------------------
                 Second                     4.0%
        ---------------------------------------------------------------
        ---------------------------------------------------------------
                  Third                     3.0%
        ---------------------------------------------------------------
        ---------------------------------------------------------------
                 Fourth                     3.0%
        ---------------------------------------------------------------
        -------------------------------------------- ------------------
                  Fifth                     2.0%
        -------------------------------------------- ------------------
        -------------------------------------------- ------------------
                  Sixth                     1.0%
        -------------------------------------------- ------------------
        -------------------------------------------- ------------------
                Thereafter                  None
        -------------------------------------------- ------------------


In the table, a "year" is a 12-month period.  In applying the sales charge,  all
purchases are considered made on the first regular  business day of the month in
which the purchase  was made.  In certain  instances  the CDSC will not apply to
redemptions. For additional information see "Waiver of Contingent Deferred Sales
Charge" in the SAI.

RULE 12-b 1 FEES. The Board of Directors has adopted a Plan of Distribution
pursuant  to Rule 12b-1 under the 1940 Act ("Rule  12b-1  Plan") for Class A and
Class B Shares.  Pursuant  to the Rule 12b-1  Plans,  each Fund may  finance any
activity  or expense  that is  intended  primarily  to result in the sale of its
shares.  Each  Fund may pay a fee  ("Rule  12b-1  fee") to  Distributors,  on an
annualized  basis of its average daily net assets,  up to a maximum of 1.00% for
Class B Shares  expenses and 0.50% for Class A Shares  expenses.  Up to 0.25% of
the total Rule  12b-1 fee may be used to pay for  certain  shareholder  services
provided by institutions  that have  agreements  with the Funds'  distributor to
provide those  services.  The Company may pay Rule 12b-1 fees for activities and
expenses borne in the past in connection with the  distribution of its shares as
to which no Rule 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 other series
of 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 FRONT-END 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 a
     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.

WAIVER OF CONTINGENT DEFERRED SALES CHARGE. The contingent deferred sales
charge is waived for:

(1)  certain post-retirement withdrawals from an IRA or other retirement plan if
     you are over 70 1/2;

(2)   redemptions by certain eligible 401 (a) and 401(k) plans and certain
     retirement plan rollovers;

(3)  withdrawals  resulting from shareholder  death or disability  provided that
     the redemption is requested within one year of death or disability; and

(4)  withdrawals through Systematic Monthly  Investment  (systematic  withdrawal
     plan).

Class B  shareholders  may exchange their Class B shares  ("outstanding  Class B
shares")  for Class B Shares of another Fund ("new Class B shares") on the basis
of the  relative  net asset value per Class B Share,  without the payment of any
CDSC that would otherwise be due upon the redemption of the outstanding  Class B
Shares.  Class B shareholders of the Fund exercising the exchange privilege will
continue to be subject to the Fund's CDSC  schedule  (or  period)  following  an
exchange if such  schedule  is higher (or such  period is longer)  than the CDSC
schedule (or period)  applicable to the new Class B Shares. For purposes of both
the  conversion  feature  and  computing  the CDSC that may be payable  upon the
redemption of the new Class B shares (prior to  conversion),  the holding period
of the outstanding Class B Shares is "tacked" onto the holding period of the new
Class B Shares.  For the CDSC schedule see  "Distribution  Arrangements"  in the
Prospectus.

Additional  information regarding the waiver of sales charges 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 1500 Forest Avenue, Suite 111, Richmond, VA 23229, 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.

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,  a 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 a 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, less any applicable CDSC.

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  Telecommunications  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 GUARANTEES ANY FIXED RATE
OF RETURN ON AN INVESTMENT IN ITS 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 the transfer agent by mail at 1500 Forest Avenue, Suite 111, Richmond,
VA,  23229.Please  allow at least  seven days prior to the record date for us to
process the new option.

                               TAX CONSIDERATIONS

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

SHAREHOLDERS.  For federal  income tax  purposes,  any income  dividend that you
receive from the Funds, as well as any net short term capital gain distribution,
is  generally  taxable to you as ordinary  income  whether  you have  elected to
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.

Dividends and certain interest income earned from foreign securities by the Fund
may be subject to foreign  withholding or other taxes. The Fund may be permitted
to pass on to its  shareholders the right to a credit or deduction for income or
other tax credits  earned from foreign  investments  and will do so if possible.
These  deductions or credits may be subject to tax law  limitations.  Generally,
distributions  are  taxable  to you for the year in  which  they  are  paid.  In
addition,  certain  distributions  that are  declared  and  payable in  October,
November  or  December,  but  which,  for  operational  purposes,  are  paid the
following January,  are taxable as though they were paid by December 31st of the
year in which they are declared.

Redemptions  and  exchanges  of Fund shares are taxable  events on which you may
realize a gain or loss.

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

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

                    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  the  transfer  agent by
mail.

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 for each of the Funds. The report of Deloitte &
Touche  LLP on the  financial  statements  of each of the Funds  appears  in the
Company's Annual Report,  which is incorporated by reference into the SAI and is
available  upon  request.  The  information  that  follows  should  be  read  in
conjunction  with the financial  statements  contained in the  Company's  annual
report.

<PAGE>





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

Financial Highlights
For a Share Outstanding Throughout The Period


                                                        Class A Shares
                                                        January 6* to
                                                        October 31,1998


Per Share Operating Performance
Net asset value, Beginning of period                      $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 period                            $10.32
     Total Return                                           3.20%

Ratios/Supplemental Data

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


* Commencement of operations




<PAGE>




MONUMENT TELECOMMUNICATIONS FUND
(formerly Monument Washington Aggressive Growth Fund)

Financial Highlights
For a Share Outstanding Throughout The Period

                                                       Class A Shares
                                                       January 6* to
                                                       October 31, 1998

Per Share Operating Performance
Net asset value,  Beginning of period                     $10.00

Income from investment Operations-
Net investment income                                        0.04
 Net realized and unrealized gain (loss) on investments      0.74
     Total from investment operations                        0.78
                                                                        ----
Net asset value, end of period                             $10.78
     Total Return                                            7.80%

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

* Commencement of operations






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
view that  information  free of charge at the  SEC's  public  reference  room in
Washington,  D.C., and you may, with payment of a duplicating  fee, order copies
of the information.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL FUND SHARES IN ANY STATE OR
JURISDICTION IN WHICH THE FUNDS ARE NOT AUTHORIZED TO CONDUCT BUSINESS. NO SALES
REPRESENTATIVE, DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN THE
SAI.










[Back Cover]

For more information about the Funds, you may wish to refer to the Company's
Statement of Additional  Information  ("SAI"),  dated  October 1, 1999,  and the
Company's audited annual and unaudited  semi-annual  report, each of which is on
file with the Securities and Exchange  Commission  ("SEC") and  incorporated  by
reference into this Prospectus. You can obtain a free copy of the SAI by writing
to Monument Series Fund, Inc., 7920 Norfolk Avenue, Suite 500 Bethesda, Maryland
20814, or by calling  1-888-420-9950.  General inquiries regarding the Funds may
also be directed to the above address or telephone  number,  and may be found on
the Company's  website at  http://www.monumentfunds.com.  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.






              MONUMENT SERIES FUND, INC.

               MONUMENT INTERNET FUND
             MONUMENT MEDICAL SCIENCES FUND
            MONUMENT TELECOMMUNICATIONS FUND

       STATEMENT OF ADDITIONAL INFORMATION DATED October 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 October 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,  Inc.  7920 Norfo1k
Avenue, Suite 500, Bethesda, Maryland 20814, 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
Principal Holders of Securities
Investment  Advisory and Other  Services
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 is a Maryland  corporation  organized on April 7, 1997.
It is registered with the SEC as a open-end management  investment company. Each
of its three Funds is nondiversified.  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:
the Monument Internet Fund, the Monument Medical Sciences Fund, and the Monument
Telecommunications  Fund.  Each series is  authorized  to offer  three  separate
classes of shares:  Class A Shares  imposing a  front-end  sales  charge up to a
maximum of 4.75%; Class B Shares charging a load if redeemed within six years of
purchase,  and carrying a higher Rule 12b-1 fee than Class A Shares, and Class Y
Shares for certain institutional  investors.  The Internet Fund is authorized to
issue up to 250  million  shares  for  each  class of  shares,  and the  Medical
Sciences  and  Telecommunications  Funds may issue up to 100 million  shares for
each class. The Company may offer additional series or classes 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.

DEPOSITARY  RECEIPTS.  Each of the  Funds may  invest on a global  basis to take
advantage of investment  opportunities both within the U.S. and other countries.
The Funds will buy foreign  securities  indirectly through the use of depositary
receipts.  The Funds may invest in sponsored and unsponsored American Depository
Receipts ("ADRs"),  and other similar depositary receipts to the extent they are
traded in the U.S. market in U.S. currency.  ADRs are issued by an American bank
or trust company and evidence  ownership of  underlying  securities of a foreign
company.  The foreign  country may withhold taxes on dividends or  distributions
paid on the  securities  underlying  ADRs,  thereby  reducing  the  dividend  or
distribution amount received by shareholders.

Unsponsored  ADRs are  issued  without  the  participation  of the issuer of the
underlying securities. As a result, information concerning the issuer may not be
as current as for sponsored ADRs. Holders of unsponsored ADRs generally bear all
the costs of the ADR  facilities.  The  depositary  of an  unsponsored  facility
frequently  is under no  obligation  to  distribute  shareholder  communications
received from the issuer of the deposited  securities or to pass through  voting
rights to the holders of such receipts in respect of the  deposited  securities.
Therefore,  there may not be a correlation  between  information  concerning the
issuer of the security and the market value of an unsponsored ADR.


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.       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;

5.       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;

6.       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;

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

8.       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

9.       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 operating 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 (*).

                           Position Held           Principal Occupations During
Name, Address and Age      With the Company          the Past Five Years
- --------------------------------------------------------------------------------
*David A Kugler (39)       Director, President     President and Director, the
7920 Norfolk Avenue,       and Treasurer, 1997-    Monument Group, Inc. Bethesda
Suite 500,                 Present; President and  MD (a holding company); 1997-
Bethesda, MD 20814         Director, Monument      Present; Account Vice Pres-
                           Advisors, Ltd; Monument dent, Paine Weber, Inc., 1994
                           Distributors, Inc.      -1977;  Financial Consultant
                                                   1997-Present; President and
                                                   Director Merrill Lynch & Co.,
                                                   1990-1994.

Peter L Smith (67)         Vice President and      Special Investigator (Senior
7920 Norfolk Avenue        Assistant Secretary     Examiner) National Associa-
Suite 500                                          tion of Securities Dealers
Bethesda, MD 20814                                 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; Markitects, Inc.
421 Woodland Circle                                (marketing consulting);
Radnor, PA 19087-4640                              1994-Presdent; President,
                                                   Francine Carb &  Associates
                                                   (marketing consulting)
                                                   1992-1994.

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

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

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

Rhonda Wiles Roberson,     Director                Sr. Vice President,
J.D. (46)                                          Institutional Funding &
1227 Boucher Avenue                                Business Development,
Annapolis, MD  21403                               Hispanic Radio Network Inc.,
                                                   1998-Present; Principal RWF
                                                   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.  For the period ended October 31, 1998, none of the Directors  and/or
received any compensation from the Company.

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.


                             PRINCIPAL HOLDERS OF SECURITIES

As of  September  30, 1999,  Samuel M. Hunn of 7909  Hermitage  Road,  Richmond,
Virginia,  23228,  has  controlled  the Medical  Sciences  Fund by virtue of his
ownership   of  14.58%  of  its  shares.   Mr.  Hunn  also  owns  4.84%  of  the
Telecommunications Fund.

As of September 30, 1999 Mr. David A. Kugler of 9616 Glencrest Lane, Kensington,
Maryland  20895 has had  beneficial  ownership of 1.91% of the Medical  Sciences
Fund and 12.58% of the Telecommunications  Fund. As of that date, Mr. Kugler has
also owned,  of record,  0.64% of the shares of the Medical  Sciences  Fund, and
2.79%  of the  shares  of the  Telecommunications  Fund.  The  remainder  of Mr.
Kugler's beneficial ownership of the shares of each Fund (1.27% of the shares of
the Medical  Sciences  Fund,  and 9.79% of the shares of the  Telecommunications
Fund) was due to his ownership interests in Monument Distributors, Inc.

As of September 30, 1999, Monument  Distributors,  Inc., which Mr. Kugler is the
controlling  shareholder,  located at 7920 Norfolk Avenue,  Suite 500, Bethesda,
Maryland  20814,  owned,  1.34% of the shares of the Medical  Sciences  Fund and
10.30% of the shares of the Telecommunications Fund.

In addition to the foregoing, as of September 30, 1999 the following persons had
varying  percentages of ownership  (both of record and  beneficial) of shares of
the Telecommunications  Fund: (1) Frederick Siewers, Jr. 606 Chandler Circle,
Richmond,  Virginia, 23229, 5.29%; and (2) Malvin Stern and Karen Olsen 18 Bucks
Meadow Lane, Newtown, Pennsylvania, 18940, 5.43% (shares held jointly).

As of September  30, 1999,  National  Financial  Services,  Corp.  82 Devonshire
Street   Boston,   Massachusetts   02109   owned   of   record   5.87%   of  the
Telecommunications Fund and 6.05% of the Internet Fund.

As of September 30, 1999 the Company's  directors and officers,  as a group, had
beneficial ownership of 3.37% of the shares of the Medical Sciences Fund, 14.25%
of the shares of the  Telecommunications  Fund and less than 1% of the  Internet
Fund.

                        INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISOR.  Monument Advisors, LLC, ("Advisor") 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  Advisors.  Advisors is a recently  organized
company that also manages the portfolio  investments  of qualified  individuals,
retirement  plans,  and  trusts.  As of August  31,  1999,  Advisors  managed or
supervised in excess of $70 million in assets.

Under 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 $10 million; and 0.625% of the
monthly  average  net assets  exceeding  $100  million.  An  Expense  Limitation
Agreement  is in effect  through May 1, 2001,  pursuant to which the Advisor has
agreed to waive or reimburse the fund for certain  expenses.  See the Prospectus
for further detail.

The table  below  shows the total  amount of  advisory  fees that each Fund paid
Advisors for the fiscal period ended October 31, 1998.  The table also shows the
amount of advisory  fees that  Advisors  waived  during that period,  as well as
amounts  that  Advisors  reimbursed  each  Fund  under  the  Expense  Limitation
Agreement.

                                           Medical Sciences   Telecommunications
                           Internet Fund          Fund              Fund

Fees received              N/A                       $     0     $     0
Fees waived                N/A                       $ 1,242     $ 1,142
Expenses reimbursed        N/A                       $56,972     $56,928



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.

The   Advisory   Agreement   for  both  the  Medical   Sciences   Fund  and  the
Telecommunications  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  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") for Class A Shares
and Class B Shares of each Fund.

RULE 12b-1 PLANS. The Board of Directors, on behalf of the Medical Sciences Fund
and the  Telecommunications  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.  Rule 12b-1 Plans were
approved for Class B Shares effective October 1, 1999.

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 for the purpose of increasing the sale of each Fund's shares,
thereby 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 for Class A Shares,  and up to
a maximum  of 1.00% for Class B 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.

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.

RULE 18F-3 PLAN.  At a meeting held on August 7, 1999,  the Board adopted a Rule
18f-3  Multiple  Class Plan on behalf of the Fund for the benefit of each of its
series.  The key  features of the Rule 18f-3 plan are as follows:  (i) shares of
each  class of the Fund  represent  an equal pro rata  interest  in the Fund and
generally  have  identical  voting,  dividend,  liquidation,  and other  rights,
preferences,  powers,  restrictions,   limitations  qualifications,   terms  and
conditions,  except  that each class  bears  certain-specific  expenses  and has
separate voting rights on certain matters that relate solely to that class or in
which the  interests of  shareholders  of one class differ from the interests of
shareholders of another class; (ii) subject to certain limitations  described in
the  Prospectus,  shares of a particular  class of the Fund may be exchanged for
shares of the same class of another  Fund;  and (iii) the Fund's  Class B Shares
will  convert  automatically  into  Class A shares of the Fund after a period of
eight years, based on the relative net asset value of such shares at the time of
conversion.  At present,  each Fund offers  Class A Shares  charging a front-end
sales  charge,  Class B Shares  imposing a sales  charge upon the sale of shares
within  six years of  purchase,  and Class C Shares  for  certain  institutional
shareholders.

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 may 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.  Unless  otherwise  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," "Buying Fund Shares",  and "Net
Asset Value" in the Prospectus.

Initial sales charges do not apply to certain share classes, classes of persons,
or  transactions,  as described in the Prospectus.  A sales charge may be waived
because a  transaction  involves a different  level of expense  than the sale of
Fund  shares  to the  general  public.  See  "Waiver  of  Sales  Charge"  in the
Prospectus.  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.

CONVERSION OF SHARES.  Class B Shares of the Fund will automatically  convert to
Class A Shares of the  respective  Fund,  based on the relative net asset values
per  share of the  aforementioned  classes,  eight  years  after  the end of the
calendar  month in which your Class B share order was accepted.  For the purpose
of calculating the holding period  required for conversion of Class B Shares,  ,
order  acceptance  shall  mean:  (1) the date on which such Class B Shares  were
issued,  or (2) for Class B Shares obtained through an exchange,  or a series of
exchanges,  (subject to the exchange  privileges for Class B Shares) the date on
which the original  Class B Shares were issued.  For purposes of  conversion  of
Class B Shares,  Class B Shares purchased  through the reinvestment of dividends
and capital gain distribution paid in respect of Class B Shares,  Class B Shares
will be held in a  separate  sub-account.  Each  time any  Class B Shares in the
shareholder's  regular  account  (other  than those  shares in the  sub-account)
convert  to Class A  shares,  a pro rata  portion  of the  Class B Shares in the
sub-account will also convert to Class A Shares.  The portion will be determined
by the ratio that the shareholder's  Class B Shares converting to Class A Shares
bears  to the  shareholder's  total  Class B Shares  not  acquired  through  the
reinvestment  of dividends  and capital gain  distributions.  The  conversion of
Class B to Class A is not a taxable event for federal income tax purposes.

WHETHER A CONTINGENT  DEFERRED SALES CHARGE  APPLIES.  In determining  whether a
CDSC is  applicable to a redemption,  the  calculation  will be made in a manner
that results in the lowest possible rate. It will be assumed that the redemption
is made first of amounts  representing  (1) shares  acquired by  reinvestment of
dividends and capital gains  distributions,  (2) shares held for over six years,
and (3) shares held the longest during the six-year period.

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.

Your account may be  classified  as "lost" if first class  mailings are returned
twice  within 30 days as  "undeliverable"  and the  Postal  Service is unable to
provide any forwarding information.  In that event the Fund's transfer agent, at
no cost to you will make at least two searches  against  national  data bases to
attempt to  determine  your  current  address.  If we are then  still  unable to
determine your current mailing address, we may deduct from your account the cost
of our efforts to find you, as, for  example,  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.  Each Fund has  elected to be treated as a regulated  investment  company
under  Subchapter M of the Code.  The Board of  Directors  reserves the right to
alter a Fund's  qualified  status as a regulated  investment  company if this is
deemed more  beneficial to the  shareholders.  If the Board elected to take such
action,  that  individual  Fund would be subject to federal and  possibly  state
corporate taxes on its taxable income and gains.  In either case,  distributions
to shareholders are taxable to the extent of the Fund's  available  earnings and
profits.

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

Corporate  shareholders should note that income dividends and distributions paid
by a Fund from sources other than the qualifying  dividends it receives will not
qualify for the dividends-received  deduction.  For example, any interest income
and net short-term  capital gain (in excess of any net long-term capital loss or
capital  loss  carryover)  included in  investment  company  taxable  income and
distributed by a Fund as a dividend will not qualify for the  dividends-received
deduction.  Corporate shareholders should also note that the availability of the
corporate dividends-received  deduction is subject to certain restrictions.  For
example,  the  deduction  is  eliminated  unless  Fund shares have been held (or
deemed  held)  for more than 45 days in a  substantially  unhedged  manner.  The
dividends-received  deduction may also be reduced to the extent interest paid or
accrued by a corporate shareholder is directly attributable to its investment in
shares  of  a  Fund.  Corporate  shareholders  whose  investment  in a  Fund  is
"debt-financed"  for  tax  purposes  should  consult  with  their  tax  advisors
concerning the  availability  of the  dividends-received  deduction.  The entire
income  dividend and capital gain  distribution,  including the portion which is
treated as a deduction, may be included in the tax base on which the alternative
minimum tax is computed. Under certain circumstances,  this may also result in a
reduction in the  shareholder's tax basis in its Fund shares, if the shares have
been held for less than two years.

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

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

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

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

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

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

In order for each Fund to qualify as a regulated  investment  company,  at least
90% of each Fund's annual gross income must consist of dividends,  interest, and
certain other types of qualifying income.  Foreign exchange gains earned through
a Fund's investment in stock or securities,  as well as options or futures based
on those stocks or securities,  is considered  qualifying income for purposes of
this 90% limitation.

The Funds may be subject to foreign  withholding taxes or other foreign taxes on
income  (including  capital gains) on certain of its foreign  investments,  thus
reducing the return on those investments. In any year in which a Fund qualifies,
it may elect to allow certain  shareholders  to take a credit or a deduction for
their shares of qualified  foreign  taxes paid by the Fund in their gross income
total.  Each  shareholder  would  then  include  in his or her gross  income (in
addition  to  dividends  actually  received)  his or her share of the  amount of
qualified  foreign taxes paid by the Fund.  If this  election is made,  the Fund
will  notify  its  shareholders  annually  as to their  share of the  amount  of
qualified foreign taxes paid and the foreign source income of the Fund.

                           PERFORMANCE INFORMATION

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

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

                    n
                 P(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,  where applicable,  from the hypothetical initial $1,000
purchase,   and  the   reinvestment   of  income   dividends  and  capital  gain
distributions  at net asset value.  [In calculating the ending  redeemable value
for Class A Shares and assuming complete redemption at the end of the applicable
period,  the maximum  4.75% sales  charge is  deducted  from the initial  $1,000
payment and, for Class B Shares,  the applicable CDSC imposed upon redemption of
Class B Shares held for the period is deducted.] 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,  or the more recent  unaudited  Semi-Annual
Report for the period  ending April 30,  1999,  free of charge by writing to the
Fund or calling (888) 420-9950.







                    COMMONWWEALTH SHAREHOLDER SERVICES, INC.
       1500 FOREST AVENUE, SUITE 223 * P.O. BOX 8687N * RICHMOND, VA 23229
              (804) 285-8211 * (800) 527-9500 * FAX (804) 285-8251



FILED VIA EDGAR



October 8, 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  for Class A and Class B shares and
corrected Statement of  Additional  Information  of the Funds dated  October 1,
1999, in the form being used for distribution to the public.

Should you have any  questions  regarding the filing of such  documents,  please
call Beth-ann Roth at (703) 352-0095.

Sincerely,



/s/ Darryl S. Peay
Darryl S. Peay



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