MONUMENT SERIES FUND INC
497, 2000-07-07
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                    COMMONWEALTH SHAREHOLDER SERVICES, INC.
      1500 Forest Avenue, Suite 223 * P.O. Box 8687 * Richmond, VA 23229
             (804) 286-8211 * (800) 527-9500 * FAX (804) 285-8251


FILED VIA EDGAR


Filing Desk
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  230549

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

Gentlemen:

Transmitted  herewith or  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
Statement of  Additional  Information  of the Funds dated June 30, 2000,  in the
form being used for distribution to the public.

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

Sincerely,



--------------------
Darryl S. Peay

1


                                [MONUMENT LOGO]

                              MONUMENT SERIES FUND

                             MONUMENT INTERNET FUND
                         MONUMENT MEDICAL SCIENCES FUND
                        MONUMENT TELECOMMUNICATIONS FUND
                         Prospectus dated June 30, 2000

   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
Class A Shares with a front-end  sales charge,  and Class B Shares  subject to a
contingent deferred sales charge.

   Monument Internet Fund seeks to maximize long-term appreciation of capital by
investing  primarily  in a  diversified  portfolio  of Internet  company  equity
securities.

   Monument  Medical Sciences Fund seeks to maximize  long-term  appreciation of
capital by investing  primarily in a 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 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


                                                  Page

The Funds.................................................    3
Investment Objectives.....................................    3
Principal Investment Strategies...........................    3
Temporary Defensive Positions.............................    4
Specific Risk Considerations..............................    4
General Risk Considerations...............................    4
Table of Fees and Expenses................................    9
The Company...............................................   11
Shareholder Information...................................   11
Buying Fund Shares........................................   12
Distribution Arrangements.................................   13
Exchanging Fund Shares....................................   15
Redeeming Fund Shares.....................................   16
Dividends and Distributions...............................   16
Tax Considerations........................................   16
Services To Help You Manage Your Account..................   17
Proper Form...............................................   18
Share Certificates........................................   18
Retirement Plan Accounts..................................   18
Financial Highlights Information..........................   19


<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.  The Medical  Sciences  Fund's  investment
objective is to maximize long-term appreciation of capital.

   Monument  Telecommunications 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 65% of its total  assets in the common stock 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,  Ltd.,
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 65% of its total assets in the common stock
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 65% of its total assets in the
common stock 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.  The Funds may also engage in
transactions that are not part of their principal investment strategies, such as
trading in derivatives,  including  options,  and lending portfolio  securities.
These  strategies  are  discussed  in the  Statement of  Additional  Information
("SAI").

                          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 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 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 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.

   Industry  Concentration.  Each Fund may invest more than 25% of its assets in
what may be  considered  a single  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.

   Other Investments.  In addition to the investment strategies described above,
each of the Funds may engage in other strategies such as derivatives, securities
lending and foreign investing.  Investments in derivatives, such as options, can
significantly  increase a Fund's  exposure  to market risk or credit risk of the
counterparty,  as well as improper valuation and imperfect correlation. The risk
in lending  portfolio  securities,  as with other  extensions of secured credit,
consists  of  possible  delay  in  receiving  additional  collateral,  or in the
recovery of the securities or possible loss of rights in the  collateral  should
the borrower fail financially.  Foreign investing involves currency risk and the
possibility  of adverse  change in the  investment  or political  climate of the
jurisdiction in which the securities are sold.


<PAGE>


                               [INTERNET GRAPH]

                                    Monument Internet Fund
                                    Class A     S&P 500  Inter@ctive

Since Inception (November 16, 1998)  331.92     27.29     236.52

1 Year ended December 31, 1999       271.74     20.98     167.57


                           Average Annual Total Return
                     for the period ended December 31, 1999

                                                  Since inception
                                      1 Year     (November 16, 1998)

Monument Internet Fund                271.74%      331.92%
S&P 500......                          20.98%       27.29%
Inter@ctive..                         167.57%      236.52%

   During the period  shown in the bar chart the  highest  return for a calendar
quarter was 91.86%  (quarter ended 3/31/99) and the lowest return for a calendar
quarter was 1.17%  (quarter  ended  9/30/99).  The return for the quarter  ended
3/31/00 was .18%.

   Past performance is not predictive of future performance. Performance figures
in the bar chart do not include deduction of the maximum applicable sales charge
of 4.75%,  which was in effect during the  performance  period.  Had the current
maximum sales charge of 5.75% been applicable, returns would have been less than
those shown.

   The S&P 500 is an unmanaged index containing common stocks of 500 industrial,
transportation,   utility  and  financial   companies,   regarded  as  generally
representative of the United States market.  The index reflects the reinvestment
of income  dividends  and  capital  gains  distributions,  if any,  but does not
reflect fees, brokerage commissions, or other expenses of investing.

   The  Inter@ctive  Week Internet  Index is a modified  capitalization-weighted
index  of  companies  involved  with  providing  digital  interactive  services,
developing and marketing digital interactive software, and manufacturing digital
interactive  hardware.  The index was developed with a base value of 66.66 as of
August 15, 1995. Effective March 22, 1999, there was a 3-1 split of the index.


<PAGE>


                           [MEDICAL SCIENCES GRAPH]

                                Monument Medical
                                Sciences Fund Class A  S&P 500   Russell 2000

Since Inception (January 6, 1998)        45.98          24.40         9.48
1 Year ended December 31, 1999           66.96          19.47        21.29


                           Average Annual Total Return
                     for the period ended December 31, 1999

                                                      Since inception
                                         1 Year       (January 6, 1998

Monument Medical Sciences Fund........   66.96%            45.98%
S&P 500...............................   19.47%            24.40%
Russell 2000..........................   21.29%             9.48%

   During the period  shown in the bar chart the  highest  return for a calendar
quarter was 57.35% (quarter ended 12/31/99) and the lowest return for a calendar
quarter was (.98%)  (quarter  ended  3/31/99).  The return for the quarter ended
3/31/00 was 28.58%.

   Past performance is not predictive of future performance. Performance figures
in the bar chart do not include deduction of the maximum applicable sales charge
of 4.75%,  which was in effect during the  performance  period.  Had the current
maximum sales charge of 5.75% been applicable, returns would have been less than
those shown.

   The S&P 500 is an unmanaged index containing common stocks of 500 industrial,
transportation,   utility  and  financial   companies,   regarded  as  generally
representative of the United States market.  The index reflects the reinvestment
of income  dividends  and  capital  gains  distributions,  if any,  but does not
reflect fees, brokerage commissions, or other expenses of investing.

   The  Russell  2000  is a  small-cap  index  comprised  of the  smallest  2000
companies  in the Russell  3000  Index,  representing  approximately  11% of the
Russell 3000 total market capitalization.


<PAGE>


                          [TELECOMMUNICATIONS GRAPH]

                                    Monument
                             Telecommunications Fund             NASDAQ
                                  Class A            S&P 500  Telecommunications

                                -----------
Since Inception (jANUARY 6, 1998)    59.92            25.19        82.79
1 Year ended dECEMBER 31, 1999       90.58            20.98       102.47


                           Average Annual Total Return
                     for the period ended December 31, 1999

                                                            Since inception
                                          1 Year            (January 6, 1998)

Monument Telecommunications Fund.....     90.58%               59.92%
S&P 500..............................     20.98%               25.19%
NASDAQ Telecommunications............    102.47%               82.79%


   During the period  shown in the bar chart the  highest  return for a calendar
quarter was 33.25% (quarter ended 12/31/99) and the lowest return for a calendar
quarter was 6.56%  (quarter  ended  9/30/99).  The return for the quarter  ended
3/31/00 was 24.28%.

   Past performance is not predictive of future performance. Performance figures
in the bar chart do not include deduction of the maximum applicable sales charge
of 4.75%,  which was in effect during the  performance  period.  Had the current
maximum sales charge of 5.75% been applicable, returns would have been less than
those shown.

   The S&P 500 is an unmanaged index containing common stocks of 500 industrial,
transportation,   utility  and  financial   companies,   regarded  as  generally
representative of the United States market.  The index reflects the reinvestment
of income  dividends  and  capital  gains  distributions,  if any,  but does not
reflect fees, brokerage commissions, or other expenses of investing.

   The  NASDAQ  Telecommunications  Index  is  a  capitalization-weighted  index
designed   to   measure   the   performance   of  all   NASDAQ   stocks  in  the
telecommunications  sector.  The index was developed with a base value of 100 as
of February 5, 1971.


<PAGE>



                           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 AClass B

     Maximum Sales Charge (Load)(1)...............     5.75%   None
     Maximum Deferred Sales Charge (Load).........     None    5.00%
     Maximum Sales Charge (Load Imposed on
       Reinvested Dividends and Distributions......    None    None
     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)

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

 Advisory Fee...........     1.25%  1.25%     1.25%   1.25%     1.25%      1.25
 Distribution (12b-1)Fees (3)0.50%  1.00%     0.50%   1.00%     0.50%     1.00%
 Other Expenses......        1.34%  0.40%    15.31%  15.43%    35.65%    35.15%
 Total Annual Fund Operating
       Expenses              3.09%  2.65%    17.06%  17.68%    37.40%    37.40%
 Fee Waivers and/or Expense   .84%   --      14.81%  14.68%    35.15%    33.40%
       Reimbursements(4).
 Net Expenses........         2.25% 2.65%     2.25%   3.00%     2.25%     3.00%


(*)The annual fund operating  expense table has been restated to reflect current
   fees.

(1)As a percentage  of offering  price.  Reduced  rates apply to purchases  over
   $50,000, and the sales charge is waived for certain classes of investors. 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
   will apply to any  redemption  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.
   Class B Shares automatically  convert to Class A Shares eight years after the
   calender month end in which Class B Shares were purchased.

(3)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." The higher 12b-1 fees borne by Class
   B  Shares  may  cause  long-term  investors  to pay more  than  the  economic
   equivalent of the maximum  front-end  sales charge  permitted by the National
   Association of Securities Dealers.

(4)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 2.25%,
   and Class B Share total  operating  expenses  at 3.00% 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:


<PAGE>



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

                              ---          ---   -
             I Year*     $822     $768     $993     $947     $1,215    $1,070
             3 Years    1,407    1,123    3,490    3,419      4,562     4,375
             5 Years    2,036    1,605    5,421    5,386      6,091     5,933
             10 Years   3,715    2,983    8,545    8,548      7,197     7,078


   With  respect to Class A Shares,  the above  examples  assume  payment of the
maximum initial sales charge of 5.75% 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.

o  Numbers reflect the cap imposed by the expense limitation agreement,  through
   May 1, 2001.  If the Advisor  continues  this  contractual  agreement for the
   periods shown below, your costs are estimated to be:

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

                1 Year   $790   $768        $790      $803       $790      $803
                3 Years  1,238 1,123       1,238     1,227      1,238     1,227
                5 Years  1,711 1,605       1,711     1,777      1,711     1,777
                10 Years 3,011 2,983       3,011     3,318      3,011     3,318



<PAGE>



                                   THE COMPANY

   The  Company.  Monument  Series  Fund is an  open-end  management  investment
company  registered  with the Securities and Exchange  Commission  ("SEC").  The
Company was originally organized as a Maryland corporation on April 7, 1997, and
converted to a Delaware business trust effective June 30, 2000.

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

   Monument  Advisors,  located at 7920  Norfolk  Avenue,  Suite 500,  Bethesda,
Maryland 20814, is a wholly-owned  subsidiary of The Monument Group, Inc., which
in turn is principally-owned and controlled by David A. Kugler,  President 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 June 30, 2000,  Advisors  managed or  supervised in excess of $220 million in
assets.

   In the  interest of limiting  expenses of the 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 2.25% and 3.00%,
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.  Advisors  uses a team approach to manage the assets of
the Funds under the  direction of the Chief  Investment  Officer,  Bob Grandhi.
Mr. Grandhi has over 20 years  experience in the investment  management  field,
having  previously   worked  with  other  securities  firms,   including  Daiwa
Securities, Kemper Securities and E.F. Hutton.

                             SHAREHOLDER INFORMATION

   Principal  Underwriter.   Monument  Distributors,   Inc.,  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 officers of both the Company and Monument Distributors.

                               BUYING FUND SHARES

   Share Class Alternatives.  The Fund offers investors two different classes of
shares.  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."

                                 Class A Shares        Class B Shares
    Max. initial sales charge      5.75%                   None
                               (Subject to reductions
                                 beginning with
                                investments of $50,000)

    See "Distribution  Arrangements"
    for a schedule  itemizing reduced
             sales charges.

             Contingent              None       Year
             deferred sales                     Year 1         5%
             charge ("CDSC").                   Year 2         4%
                                                Year 3         3%
             Imposed when                       Year 4         3%
             shares are redeemed                Year 5         2%
             (percentage based                  Year 6         1%
             on purchase price).                Year 7         None
             Years are                          Year 8         None
             twelve-month
             period.

             See below for information regarding applicable waivers of the CDSC.

             Rule 12b-1 fees.                   0.50%           1.00%
             See "Distribution
             Arrangements"
             for important
             information about
             Rule 12b-1 fees.

             Conversion to Class A                N/A           Automatically
                                                                after about 8
                                                                years, at which
                                                                time applicable
                                                                Rule 12b-1 fees
                                                                are reduced.

             Appropriate for:   All investors,particularly      Investors who
                                those who intent to hold        plan to hold
                                their shares for a long         their shares at
                                period of time and/or           least 6 years.
                                invest a substantial
                                amount in the Fund.

   Share  Transactions.  You may purchase  and redeem Fund  shares,  or exchange
shares of one Fund for those of another,  by contacting any broker authorized by
the  distributor  to sell shares of the Company or by contacting  Fund Services,
Inc.,  the  Company's  transfer and dividend  disbursing  agent,  at 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*


*  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
application,  along  with a  check  drawn  on a U.S.  bank in  U.S.  funds,  to
"Monument Series Fund," c/o Fund Services,  Inc., at 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.



<PAGE>


                            DISTRIBUTION ARRANGEMENTS

   If you purchase your shares through a broker-dealer,  the broker-dealer  firm
is  entitled  to receive a  percentage  of the sales  charge you pay in order to
purchase  Fund shares.  The  following  schedule  governs the  percentage  to be
received by the selling broker- dealer firm.

                     Class A Sales Charge and Broker-Dealer
                           Commission and Service Fee

                                                Broker-Dealer
                                        Sales ChPercentage
                                        ------------------
                     Less than $50,000    5.75%    5.00%
                     $50,000 but less     4.50%    3.75%
                     than $100,000
                     $100,000 but less    3.50%    2.75%
                     than $250,000
                     $250,000 but less    2.50%    2.00%
                     than $500,000
                     $500,000 but less
                     than
                       $1,000,000         2.00%    1.75%
                     $1,000,000 or more   1.00%    1.00%

   After a one-year holding period,  broker-dealers  will be entitled to receive
an annual service fee of 0.25%, payable quarterly.

                              Class B Broker-Dealer
                           Commission and Service Fee

                                      Dealer Percentage
                           Up to           4.00%
                           $250,000.

   After a one-year holding period,  broker-dealers  will be entitled to receive
an annual service fee of 0.25%, payable quarterly.

   Rule 12b-1  Fees.  The Board of Trustees  has adopted a Plan of  Distribution
pursuant to Rule 12b-1 under the 1940 Act ("Rule  12b-1 Plan") for each class of
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 Share
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 ongoing 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.  After making an initial purchase in any Monument Fund
series,  you may reduce the sales charge  applied to any  subsequent  purchases.
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  purchased  subject to the sales  charge  will be
included in the calculation.  To take advantage of this privilege, you must give
written  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)institutional  retirement and deferred  compensation plans and trusts used to
   fund those plans,  including those defined in sections 401(a), 403(b) and 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).

   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.

Exchanging Fund Shares

   You can exchange shares of one fund for the same class of shares of any other
Monument 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.

   Contingent Deferred Sales Charges. Shareholders may exchange their shares for
shares of the same class of another  Monument  Fund on the basis of the relative
net asset value per share,  without the payment of any CDSC that would otherwise
be due as a  result  of  the  redemption  of the  outstanding  shares.  Class  B
shareholders  will continue to be subject to the CDSC and  automatic  conversion
schedules  of the Fund  from  which  shares  have  been  redeemed.  For the CDSC
schedule see "Buying Fund Shares -- Share Class Alternatives" in the Prospectus.

   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.

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."

   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.  You may be  charged  a fee for  shares
redeemed by wire.

   Redemptions in Kind.  The Company  reserves the right to redeem its shares in
kind. In other words, upon tendering shares of a Fund, the fund has the right to
pay you the value of your  redemption  in assets  other than cash.  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

   Each of the Funds  currently  intends 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 pays "interest" or guarantees any
fixed rate of return on an investment in its shares.


<PAGE>



   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  currently
intends to 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 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.

                              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,  if you have  previously
established  telephone  privileges.   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:

   o your name,

   o the Fund's name,

   o a description of the request,

   o for exchanges, the name of the Fund into which you are exchanging,

   o your account number,

   o the dollar amount or number of shares, and

   o your daytime or evening telephone number.

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

   o if you wish to redeem over $50,000 worth of shares,

   o if you want  redemption  proceeds  to be paid to  someone  other  than the
     registered owners,

   o 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,

   o 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.


<PAGE>



                        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,
1999.  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.

                             Monument Internet Fund

                              Financial Highlights
                 For a Share Outstanding Throughout the Period

                                         Class A Sh        Class B Shares
                                         Period end        Period ended
                                         October 31 1999*  October 31, 1999*

Per Share Operating Performance

 Net asset value, beginning of period       $10.00     $27.09
 Income from investment operations--
 Net investment income (loss)                (0.58)     (0.06)
 Net realized and unrealized
 unrealized gain on investments              20.56       2.92
     Total from  investment operations.      19.98       2.86.
 Net asset value, end of period             $29.98     $29.95

     Total Return...                        185.53%***  10.55%***

Ratios/Supplemental Data
Net assets, end of period (000s)           $63,745    $1,552
Ratio to average net assets--
Expenses...............                     2.76%**    2.40%**
Expenses including soft dollars             2.84%**    2.40%**
Net investment gain loss                   (2.45%)**  (3.23%)**
Portfolio turnover rate..                  112.00%*** 112.00%***

*  Commencement of operations November 16, 1998 for A shares and October 6, 1999
   for B shares.

**  Annualized

*** Not annualized

   Average shares method used to calculate the financial  highlights for Class A
and B shares.


<PAGE>



                         Monument Medical Sciences Fund

                              Financial Highlights
                 For a Share Outstanding Throughout the Period

                                        Class  A Shares         Class B  Shares
                                 Year  ended   Period  ended     Period  ended
                                   October 31,  October 31,       October 31,
                                       1999        1998*            1999*

Per Share Operating Performance

Net asset value, beginning of
      period                         $10.32      $10.00            $16.95
Income from investment
      operations--                    (0.10)       0.04             (0.01)
Net investment income (loss).......
Net realized and unrealized
      gain on investment               5.89        0.28             (0.83)
   Total from investment operations    5.79        0.32             (0.84)

Net asset value, end of period       $16.11      $10.32            $16.11

Total return                          56.11%       3.20%***        (4.98%)**
Ratios/Supplemental Data
Net assets, end of period (000's)...  $1,401      $214              $ 25
Ratio to average net assets
Expenses..........                     16.73%      51.07%**        17.43%**
Expenses including soft dlalrs         16.81%                      17.43%**
Expenses-net........                    1.87%       0.00%           2.40%**
Net investment income (loss)           (1.00%)      0.66%**        (1.51%)**
Portfolio turnover rate                61.00%      82.00%           61.00%


*  Commencement  of  operations  January 6, 1998 for Class A shares and  October
   12,1999 for Class B shares.

**  Annualized

*** Not annualized

   Average shares method used to calculate the financial  highlights for Class B
shares.


<PAGE>



                        Monument Telecommunications Fund

                              Financial Highlights
                 For a Share Outstanding Throughout the Period

                                       Class A Share            Class B Share
                                 Year ended   Period ended      Period ended
                                 October 31,   October 31,        October 31,
                                    1999        1998*            1999*

Per Share Operating Performance
Net asset value,
     beginng of period............   $10.78      $10.00      $17.65
Income from investment operations
Net investment income (loss).......   (0.14)       0.04       (0.02)
Net realized and unrealized
     gain on investments               9.33       0.74         2.34
     Total from investment
          operations..........         9.19       0.78         2.32
Net asset value, end of period       $19.97      $10.78      $19.97
     Total Return                    85.24%      7.80%***    13.17%***
Ratios/Supplemental Data

Net assets, end of period (000's)      $593        $181        $ 65
Ratio to average net assets--
Expenses..........                   37.06%     58.25%**     37.15%**
Expenses including soft dollars      37.15%     58.25%**     37.15%**
Expenses-net......                    1.84%      0.00%        2.40%**
Net investment income (loss)         (1.40%)      0.70%**     (1.95%)**
Portfolio turnover rate             250.00%     88.00%      250.00%


*  Commencement of operations  January 6, 1998 for Class A shares and October 9,
   1999 for Class B shares.

**  Annualized

*** Not annualized

   Average shares method used to calculate the financial  highlights for Class B
shares.


<PAGE>



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<PAGE>



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<PAGE>



   Apart from the Prospectus and the SAI, the Company's  registration  statement
contains certain additional  information that may be of interest to you. You may
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.

   For more information  about the Funds, you may wish to refer to the Company's
Statement  of  Additional  Information  ("SAI"),  dated June 30,  2000,  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,  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  202-942-8090.  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.

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.

                           [Monument Funds Group Logo]

                              Monument Series Fund

                             Monument Internet Fund
                         Monument Medical Sciences Fund
                        Monument Telecommunications Fund


                                   PROSPECTUS
                               dated June 30, 2000




                    MONUMENT SERIES FUND, INC.

                      MONUMENT INTERNET FUND
                  MONUMENT MEDICAL SCIENCES FUND
                 MONUMENT TELECOMMUNICATIONS FUND
                 MONUMENT DIGITAL TECHNOLOGY FUND
                     MONUMENT NEW ECONOMY FUND

      STATEMENT OF ADDITIONAL INFORMATION DATED JUNE 30, 2000

This  Statement  of  Additional  Information  ("SAI")  is not a  Prospectus.  It
contains  additional  information  that you should read in conjunction  with the
prospectus,  dated June 30, 2000  ("Prospectus"),  for the Monument Series Fund,
Inc.  Capitalized  terms appearing in this SAI that are not otherwise defined in
this  document 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  (888)
420-9950.


                         TABLE OF CONTENTS

Investment Policies...........................................
Potential Risks...............................................
Investment Restrictions.......................................
Trustees and Officers.........................................
Committees Established by the Board of Trustees...............
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.  Effective June 30, 2000,  the Company  became a Delaware  business
trust. It was previously  organized as a Maryland  corporation on April 7, 1997.
The  Company  is  registered  with the SEC as a open-end  management  investment
company.  Each of its Funds is diversified.  The Company  currently offers, on a
continuous  basis,  the common stock of five  series:  Monument  Internet  Fund,
Monument  Medical  Sciences Fund,  Monument  Telecommunications  Fund,  Monument
Digital  Technology  Fund,  and  Monument  New  Economy  Fund.  Each  series  is
authorized to offer four separate classes of shares:

>>............................................................Class
      A Shares imposing a front-end sales charge up to a maximum
      of 5.75%, and a sales charge of 1% if shares are redeemed
      within the first year after purchase;

>>
      Class B Shares charging a maximum  back-end sales charge of 5% if redeemed
      within six years of purchase,  carrying a higher Rule 12b-1 fee than Class
      A Shares but  converting  to Class A Shares in  approximately  eight years
      after purchase;

>>
      Class C Shares charging a front-end sales charge of 1%, and a sales charge
      of 1% if shares are  redeemed  within the first year after  purchase,  and
      carrying a higher  Rule 12b-1 fee than Class A Shares  with no  conversion
      feature; and

>>
      Class Y Shares for certain institutional investors.

The Company may offer additional series or classes of shares 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 STRATEGIES AND RISKS

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.

FOREIGN SECURITIES.

General.  Foreign  investments  involve  certain  risks that are not  present in
domestic securities.  For example, foreign securities may be subject to currency
risks or to foreign  government taxes which reduce their  attractiveness.  There
may be less information  publicly  available about a foreign issuer than about a
United States issuer,  and a foreign issuer is not generally  subject to uniform
accounting,  auditing and financial reporting standards and practices comparable
to those in the United  States.  Other risks of investing in foreign  securities
include  political  or  economic  instability  in  the  country  involved,   the
difficulty of predicting  international  trade  patterns and the  possibility of
imposition of exchange  controls.  The prices of foreign  securities may be more
volatile  than those of domestic  securities.  With  respect to certain  foreign
countries, there is a possibility of expropriation of assets or nationalization,
imposition of withholding taxes on dividend or interest payments,  difficulty in
obtaining  and  enforcing  judgments  against  foreign  entities  or  diplomatic
developments which could affect investment in these countries.  Losses and other
expenses may be incurred in converting  between various currencies in connection
with purchases and sales of foreign securities.

Foreign stock markets are generally not as developed or efficient as, and may be
more volatile than,  those in the United States.  While growing in volume,  they
usually have  substantially  less volume than United States markets and a Fund's
investment  securities  may be less liquid and subject to more rapid and erratic
price movements than securities of comparable  United States  companies.  Equity
securities may trade at  price/earnings  multiples higher than comparable United
States securities,  and those levels may not be sustainable.  There is generally
less government supervision and regulation of foreign stock exchanges,  brokers,
banks  and  listed  companies  abroad  than  in  the  United  States.  Moreover,
settlement  practices for  transactions in foreign markets may differ from those
in United States  markets.  Such  differences  may include delays beyond periods
customary in the United  States and  practices,  such as delivery of  securities
prior to  receipt  of  payment,  which  increase  the  likelihood  of a  "failed
settlement", which can result in losses to a Fund.

The value of foreign investments and the investment income derived from them may
also  be  affected   unfavorably  by  changes  in  currency   exchange   control
regulations.  Although the Funds will invest only in securities  denominated  in
foreign  currencies  that are fully  exchangeable  into  United  States  dollars
without legal  restriction at the time of investment,  there can be no assurance
that currency controls will not be imposed subsequently.  In addition, the value
of foreign  fixed  income  investments  may  fluctuate in response to changes in
United States and foreign interest rates.

Foreign  brokerage  commissions,  custodial  expenses  and  other  fees are also
generally higher than for securities traded in the United States.  Consequently,
the overall expense ratios of international or global funds are usually somewhat
higher than those of typical  domestic  stock funds.  Moreover,  investments  in
foreign  government  debt  securities,  particularly  those of  emerging  market
country  governments,  involve special risks.  Certain emerging market countries
have  historically  experienced,  and may continue to experience,  high rates of
inflation,  high interest rates,  exchange rate  fluctuations,  large amounts of
external debt,  balance of payments and trade  difficulties  and extreme poverty
and  unemployment.  See "Emerging  Market  Securities"  below for information on
additional risks.

Fluctuations in exchange rates may also affect the earning power and asset value
of the foreign entity issuing a security,  even one denominated in United States
dollars.  Dividend  and  interest  payments  will be  repatriated  based  on the
exchange rate at the time of disbursement, and restrictions on capital flows may
be imposed.

In less liquid and well developed  stock markets,  such as those in some Eastern
European,  Southeast  Asian,  and Latin  American  countries,  volatility may be
heightened  by  actions  of a few  major  investors.  For  example,  substantial
increases or decreases in cash flows of mutual funds  investing in these markets
could  significantly   affect  stock  prices  and,   therefore,   share  prices.
Additionally,  investments  in  emerging  market and certain  other  regions are
subject to more specific risks.

Emerging  Markets.  Investments in emerging  market country  securities  involve
special  risks.  The  economies,  markets and  political  structures of emerging
market  countries  generally do not compare  favorably  with those of the United
States and other mature  economies in terms of wealth and stability.  Therefore,
investments in these countries may be riskier than U.S. investments, and pricing
may be more volatile. Emerging market economies are less well developed and less
diverse  than  those  of  more  developed  countries,  and  more  vulnerable  to
circumstances   relating  to  international  trade,  trade  barriers  and  other
protectionist  or  retaliatory  measures.  Many  countries  are also  subject to
inflation,  recession,  high levels of national debt, currency exchange problems
and government instability. In addition, governmental authorities may choose not
to repay debt,  and the relative size of the debt service  burden to the economy
may be excessive. Investments in some countries may be deemed speculative. Under
such circumstances, a Fund may have limited legal recourse against the issuer or
guarantor.  The  ability  to seek  recourse  in a  foreign  jurisdiction  may be
influenced by the current political climate.

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 Trustees 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 Trustees
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  Trustees  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.

OPTIONS.  The Funds may  purchase put and call options and engage in the writing
of covered  call  options  and put options on  securities  that meet each Fund's
investment  criteria,  and may employ a variety of other investment  techniques,
such as options on futures.  The Funds will engage in options  transactions only
to hedge existing positions, and not for purposes of speculation or leverage. As
described below, the Funds may write "covered options" on securities in standard
contracts traded on national exchanges, or in individually-negotiated contracted
traded  over-the-counter  for the purpose of receiving the premiums from options
that  expire  and to seek net gains  from  closing  purchase  transactions  with
respect to such options.

BUYING  CALL  AND PUT  OPTIONS.  Each  Fund  may  purchase  call  options.  Such
transactions  may be  entered  into in order to limit the risk of a  substantial
increase in the market price of the security  that the Fund intends to purchase.
Prior  to  its  expiration,  a  call  option  may  be  sold  in a  closing  sale
transaction.  Any profit or loss from the sale will depend on whether the amount
received  is more or less than the  premium  paid for the call  option  plus the
related transaction costs.

Each Fund may purchase  put options.  By buying a put, the Fund has the right to
sell the security at the exercise price,  thus limiting its risk of loss through
a decline in the market value of the security until the put expires.  The amount
of any  appreciation  in the value of the underlying  security will be partially
offset by the amount of the  premium  paid for the put  option  and any  related
transaction  costs.  Prior  to its  expiration,  a put  option  may be sold in a
closing  sale  transaction  and any profit or loss from the sale will  depend on
whether the amount  received  is more or less than the premium  paid for the put
option plus the related transaction costs.

WRITING  (SELLING) CALL AND PUT OPTIONS.  Each Fund may write covered options on
equity and debt  securities  and indices.  This means that,  in the case of call
options,  so long as the Fund is obligated  as the writer of a call  option,  it
will own the underlying  security  subject to the option and, in the case of put
options,  it will,  through its custodian,  deposit and maintain  either cash or
securities  with a market value equal to or greater  than the exercise  price of
the option.

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. Each Fund may purchase  securities which may be
covered with call options solely on the basis of considerations  consistent with
the  investment  objectives  and policies of the Fund.  The Fund's  turnover may
increase through the exercise of a call option; this will generally occur if the
market value of a "covered"  security  increases and the Fund has not entered in
to a closing purchase transaction.

As a writer of an option, the Fund receives a premium less a commission,  and in
exchange  foregoes  the  opportunity  to profit from any  increase in the market
value of the security  exceeding  the call option price.  The premium  serves to
mitigate the effect of any depreciation in the market value of the security. 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.  Exercise of a call option
by the  purchaser  will  cause the Fund to  forego  future  appreciation  of the
securities covered by the option.  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.
Thus,  during  the  option  period,  the  writer of a call  option  gives up the
opportunity for  appreciation in the market value of the underlying  security or
currency above the exercise  price. It retains the risk of loss should the price
of the underlying  security or foreign  currency  decline.  Writing call options
also  involves  risks  relating to a Fund's  ability to close out options it has
written.

Each Fund may write exchange-traded call options on its securities. Call options
may  be  written  on  portfolio  securities,   securities  indices,  or  foreign
currencies.  With respect to  securities  and foreign  currencies,  the Fund may
write call and put options on an exchange or  over-the-counter.  Call options on
portfolio  securities  will be  covered  since the Fund will own the  underlying
securities.  Call options on securities indices will be written only to hedge in
an  economically  appropriate  way portfolio  securities  that are not otherwise
hedged with  options or  financial  futures  contracts  and will be "covered" by
identifying the specific portfolio  securities being hedged.  Options on foreign
currencies will be covered by securities  denominated in that currency.  Options
on securities indices will be covered by securities that substantially replicate
the movement of the index.

A put  option on a  security,  security  index,  or foreign  currency  gives the
purchaser of the option,  in return for the premium paid to the writer (seller),
the right to sell the underlying  security,  index,  or foreign  currency at the
exercise  price at any time  during the option  period.  When the Fund  writes a
secured put option,  it will gain a profit in the amount of the premium,  less a
commission,  so long as the price of the underlying  security  remains above the
exercise price.  However,  the Fund remains obligated to purchase the underlying
security from the buyer of the put option (usually in the event the price of the
security  falls below the exercise  price) at any time during the option period.
If the price of the underlying security falls below the exercise price, the Fund
may realize a loss in the amount of the  difference  between the exercise  price
and the sale price of the security,  less the premium received. Upon exercise by
the  purchaser,  the writer of a put option has the  obligation  to purchase the
underlying security or foreign currency at the exercise price. A put option on a
securities  index is similar to a put option on an individual  security,  except
that the  value of the  option  depends  on the  weighted  value of the group of
securities comprising the index and all settlements are made in cash.

During the option  period,  the writer of a put option has assumed the risk that
the price of the underlying  security or foreign currency will decline below the
exercise  price.  However,  the  writer  of the  put  option  has  retained  the
opportunity for an appreciation above the exercise price should the market price
of the underlying  security or foreign  currency  increase.  Writing put options
also  involves  risks  relating to a Fund's  ability to close out options it has
written.

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   OVER-THE-COUNTER  ("OTC")  OPTIONS.  A  Fund  may  engage  in  options
transactions  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
options give the holder the right to buy an underlying security from, or sell an
underlying  security to, 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.

A writer or purchaser of a put or call option can terminate it voluntarily  only
by  entering  into a  closing  transaction.  There  can be no  assurance  that a
continuously liquid secondary market will exist for any particular option at any
specific time.  Consequently,  a Fund may be able to realize the value of an OTC
option it has  purchased  only by  exercising it or entering into a closing sale
transaction with the dealer that issued it. Similarly, when a Fund writes an OTC
option,  it generally can close out that option prior to its expiration  only by
entering  into a  closing  purchase  transaction  with  the  dealer  to which it
originally  wrote the option.  If a covered call option  writer  cannot effect a
closing transaction,  it cannot sell the underlying security or foreign currency
until the option expires or the option is exercised.  Therefore, the writer of a
covered  OTC call  option may not be able to sell an  underlying  security  even
though it might otherwise be advantageous  to do so.  Likewise,  the writer of a
secured  OTC put option may be unable to sell the  securities  pledged to secure
the put for other  investment  purposes  while it is  obligated as a put writer.
Similarly, a purchaser of an OTC put or call option might also find it difficult
to  terminate  its  position  on a timely  basis in the  absence of a  secondary
market.

The staff of the Securities and Exchange  Commission  ("SEC") has been deemed to
have taken the  position  that  purchased  OTC  options  and the assets  used to
"cover"  written  OTC  options  are  illiquid  securities.  The Funds will adopt
procedures for engaging in OTC options  transactions for the purpose of reducing
any potential adverse effect of such transactions on the liquidity of the Fund.

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.

RISKS ASSOCIATED WITH 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.   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.

SECURITIES  LOANS.  All  securities  loans will be made  pursuant to  agreements
requiring  the loans to be  continuously  secured by  collateral in cash or high
grade debt  obligations  at least equal at all times to the market  value of the
loaned  securities.  The borrower pays to the  Portfolios an amount equal to any
dividends or interest received on loaned  securities.  The Portfolios retain all
or a portion of the  interest  received  on  investment  of cash  collateral  or
receive a fee from the borrower.  Lending portfolio securities involves risks of
delay in  recovery of the loaned  securities  or in some cases loss of rights in
the collateral should the borrower fail financially.

Securities loans are made to broker-dealers or institutional  investors or other
persons, pursuant to agreements requiring that the loans be continuously secured
by collateral at least equal at all times to the value of the loaned  securities
marked to market on a daily basis. The collateral received will consist of cash,
United States Government securities,  letters of credit or such other collateral
as may be permitted under a Portfolio's investment program.

While the securities are being loaned,  a Portfolio will continue to receive the
equivalent of the interest or dividends paid by the issuer on the securities, as
well as interest on the investment of the collateral or a fee from the borrower.
A  Portfolio  has a right to call each loan and  obtain the  securities  on five
business  days'  notice or, in  connection  with  securities  trading on foreign
markets, within such longer period for purchases and sales of such securities in
such foreign  markets.  A Portfolio  will  generally  not have the right to vote
securities  while they are being loaned,  but its Manager or Adviser will call a
loan in anticipation of any important vote.

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.

SECURITIES  LOANS.  The risks in  lending  portfolio  securities,  as with other
extensions of secured credit,  consist of possible delay in receiving additional
collateral  or in the recovery of the  securities  or possible loss of rights in
the collateral should the borrower fail financially.  Loans will only be made to
firms deemed by Advisors to be of good standing and will not be made unless,  in
the judgment of Advisors,  the  consideration to be earned from such loans would
justify the risk.

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.

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

Fundamental 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,  or as  otherwise
provided by law, governing documentation or applicable interpretation. Under the
restrictions, each Fund MAY NOT:

1.    with  respect  to 75% of the Fund's  assets,  purchase  securities  of any
      issuer (other than  obligations  of, or  guaranteed  by, the United States
      government,  its agencies or instrumentalities) if, as a result, more than
      5% of the  value of the  Fund's  total  assets  would be  invested  in the
      securities of that issuer;

2.    with respect to 75% of the Fund's assets, purchase more than
      10% of the outstanding voting securities of any issuer;

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

4.    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;

5.    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).  As a nonfundamental
      operating  policy,  no Fund will purchase  securities  when its borrowings
      exceed 5% of its total assets;

6.    underwrite the securities of other issuers, 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;

7.    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 applicable exemptions;

8.    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;

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

10.   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.

Nonfundamental Investment Policies

In addition to the  fundamental  policies  identified  above,  it is the present
operating  policy  of  each  Fund  (which  may be  changed  without  shareholder
approval) not to:

1.    pledge,  mortgage  or  hypothecate  its assets as security  for loans,  or
      engage in joint or joint  and  several  trading  accounts  in  securities,
      except that it may participate in joint  repurchase  arrangements,  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);

2.    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; or

3.    engage in short sales, unless at the time the Fund owns
      securities equivalent in kind and amount to those sold.

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%.

                       TRUSTEES AND OFFICERS

The Board of Trustees has the  responsibility  for the overall management of the
Company,  including general supervision and review of its investment activities.
The  Board  of  Trustees  also  elects  the  officers  of the  Company,  who are
responsible  for  administering  day-to-day  operations.  Affiliations  for  the
Officers and Board of Trustees  (including  principal  occupations  for the past
five years) are shown below. Members of the Board of Trustees who are considered
"interested  persons"  of the  Company  under the 1940 Act are  indicated  by as
asterisk (*).



<PAGE>




Name (Age)        Position      Principal Occupation During the
Address           Held with     Past Five Years
                  Company
--------------------------------------------------------------------
--------------------------------------------------------------------

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

Peter L. Smith    Vice          Senior Vice President and
(68)              President     Secretary, The Monument Group,
7920 Norfolk      and           Inc.; Monument Funds Group, Inc.;
Avenue            Assistant     Monument Advisors, Ltd.; Monument
Suite 500         Secretary     Distributors, Inc.; Monument
Bethesda, MD                    Shareholder Services, Inc., 1998 -
20814                           present; Special Investigator
                                (Senior Examiner), National
                                Association of Securities Dealers
                                Regulation, Inc., District 10 (New
                                York City), 1997 - 1998; Senior
                                Staff Accountant, Office of
                                Compliance and Examinations, U.S.
                                Securities and Exchange
                                Commission, Washington, D.C., 1974
                                - 1997.

G. Frederic       Trustee,      Business Manager, Trinity
White II (46)     Secretary     Episcopal Parish, 1997 - present;
3107 Albemarle                  Management Consultant, Small
Road                            Business Management, 1985 - 1996.
Wilmington, DE
19808

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

Victor Dates (62) Trustee       Adjunct Professor, Coppin State
2107 Carter Dale                College, 1998 - present; Assistant
Road                            Professor, Howard University, 1988
Baltimore, MD                   - 1998.
21209


<PAGE>







------------------
Name (Age)        Position      Principal Occupation During the
Address           Held with     Past Five Years
                  Company
--------------------------------------------------------------------
--------------------------------------------------------------------

George DeBakey    Trustee       Director, Business Development,
(50)                            Technolognet.com, 2000 - present;
19 Blue Hosta Way               Director of International
Rockville, MD                   Operations, ESI International,
20850                           Inc., 1998 - 1999; Instructor,
                                American University, 1992 - 1998.

------------------
------------------
David Gregg III   Trustee       Chairman, Gator Broadcasting
(67)                            Corp., 1986 - present; Managing
2200 Clarendon                  Director, Pierce Financial Corp.,
Blvd.                           1984 - present.
Suite 1410
Arlington, VA
22201

------------------
Rhonda Wiles      Trustee       Director of Development, Futures
Roberson, Esq.                  Industry Institute, 1999 -
(48)                            present; Senior Vice President,
2001                            Institutional Funding and
Pennsylvania                    Development, Hispanic Radio
Ave., N.W.,                     Network, Inc., 1998 - 1999;
Suite 600                       Principal, RWR Consults (Business
Washington,                     Advisors), 1995 - present;
D.C.  20006                     Counsel, NAPWA Services
                                (pharmaceutical company) 1995;
                                Associate General Counsel, Calvert
                                Group, Ltd. (mutual fund sponsor),
                                  1990 - 1993.


Trustees and officers of the Company who are  affiliated  with  Advisors  and/or
Distributors  receive no remuneration from the Company.  Each Trustee 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
Trustees or one of its  committees  (including  any meeting  held by  telephonic
conference).  Trustees also receive  reimbursement  for any expenses incurred in
attending board and committee  meetings.  The Board of Trustees  generally meets
quarterly.

In  addition,   those  Trustees  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.

Trustee 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 TRUSTEES

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 Trustees in fulfilling
its  responsibilities  for the  Company's  accounting  and  financial  reporting
practices,  and acts as a liaison  between the Board of Trustees  and Deloitte &
Touche LLP, the Company's  independent public accountant.  Trustees 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 Trustees.  The Executive
Committee possesses all of the powers of the Board of Trustees in the management
of the Company  except as to those matters that  specifically  require action by
the Board of Trustees.  Trustees  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  Trustees  for their good  faith  confirmation  or
change. Trustee Kugler is a member of the Pricing and Investment Committee.  Bob
Grandhi, the Chief Investment Officer 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  Trustees,   whether  such   candidates   be   interested  or
non-interested persons of the Company. Trustees Carb, Dates, DeBakey, White, and
Wiles-Roberson are members of the Nominating Committee.


                  PRINCIPAL HOLDERS OF SECURITIES

As of June 27,  2000,  Charles  Schwab  owned of record  5.097% of the  Monument
Internet Fund Class A shares.


              INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISOR.  Monument Advisors, Ltd., ("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
also manages the portfolio investments of qualified individuals,
retirement plans, and trusts.  As of May 30, 2000, Advisors
managed or supervised in excess of $200 million in assets.

Under to the Advisory  Agreement with the Company,  Advisors  receives a monthly
fee from each  Fund,  payable  twice per  month.  This fee is  calculated  as an
annualized  rate of 1.25% of the monthly average net assets of each Fund through
$250  million;  1.00% of the monthly  average net assets  between  $250 and $500
million;  0.875% of the monthly average net assets between $500 million and $750
million;  0.75% of the monthly  average net assets  between $750 and $1 billion;
and  0.625% of the  monthly  average  net  assets  over $1  billion.  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 details.

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  Trustees)  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 Trustees 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 Trustees 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  originally  approved  by the Board of  Trustees on
October 27, 1997.  The Advisory  Agreement for the Internet Fund was  originally
approved  by the  Board  of  Trustees  on June  30,  1998.  Each  agreement  was
subsequently  approved by the initial  shareholder  of each Fund,  following its
investment of each Fund's initial capitalization.  The Board approved a revision
of the Advisory  Agreement  as to each of the Funds on March 18,  2000,  and the
shareholders  of the Internet,  Medical  Sciences and  Telecommunications  Funds
approved the change on June 28,  2000.  The  Advisory  Agreement  will remain in
effect from year to year, as long as its continuance is specifically approved at
least annually by a vote of the Board of Trustees (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 Trustees).  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  Trustees  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, a
wholly-owned subsidiary of The Monument Group, Inc,.  serves as
the principal underwriter of each Fund.  David A. Kugler and
Peter L..Smith are  affiliates of the Company and Monument
Distributors.

Pursuant to a "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 in existence at
that time by the Board of Trustees.  The Distribution  Agreement was approved as
to each  subsequently-formed  Fund at the time the Board  authorized  the Fund's
creation. 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 Trustees, 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
Trustees).  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,  to the extent that Monument Distributors is not reimbursed by the
Company from Rule 12b-1 fees paid for  distribution  of the Company's  shares to
prospective  new  shareholders.  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  (RULE 12b-1  PLANS).  The Board of Trustees has adopted a
Plan of  Distribution  pursuant  to Rule 12b-1  under the 1940 Act ("Rule  12b-1
Plan")  for the Class A,  Class B and Class C Shares  of each  Fund.  A Plan was
adopted  with  respect  to the  Class  A  Shares  of the  Medical  Sciences  and
Telecommunications  Funds  on  October  27,  1997.  A Plan of  Distribution  was
approved on behalf of the Class A Shares of the Internet  Fund on June 30, 1998.
Rule 12b-1 Plans were  approved for Class B Shares of the above Funds  effective
October 1,  1999.  Plans were  approved  for Class C Shares of the Funds  listed
above,  as well as for  Classes  A, B and C of the  Digital  Technology  and New
Economy Funds, effective June 30, 2000.

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  Trustees  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. Each Plan is
in effect for an initial one year  period,  and will  remain in effect  provided
that the Board of Trustees  (including a majority of Trustees  described  below)
approves its continuance by votes cast in person at an annual meeting called for
that purpose.  Rule 12b-1 Trustees include those Trustees 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 each Plan,  each Fund may finance  any  activity or expense  that is
intended  primarily to result in the sale of its shares.  Under the Plans,  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 and Class C 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 Trustees 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  Trustees  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. PFPC Trust Company,  located at
200 Stevens Drive,  Lester,  Pennsylvania 19113, 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.  Monument Shareholder
Services,  Inc., 7920 Norfolk Avenue,  Bethesda,  Maryland 20814,  serves as the
Company's fund accounting service agent for each Fund's portfolio securities and
other assets.  Monument Shareholder Services,  Inc. has retained the services of
PFPC Inc., 400 Bellevue  Parkway,  Wilmington,  Delaware,  as the Company's fund
accounting service sub-agent,  to assist in providing fund accounting  services.
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 and
by Monument  Shareholder  Services,  Inc.  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  Princeton
Forrestal  Village,  116-300  Village  Boulevard,  Princeton,  New Jersey 08540,
serves as the Company's independent public accountant.

INDEPENDENT COUNSEL.  Beth-ann Roth, P.C., located at 9204 Saint
Marks Place, Fairfax, Virginia 22031, serves as independent
counsel to the Funds and to the Trustees.

               PORTFOLIO TRANSACTIONS AND BROKERAGE

Advisors,  pursuant to the Advisory Agreement and subject to the general control
of the  Board of  Trustees,  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;  (3) various  functions  incidental to
effecting securities transactions,  such as clearance and settlement;  (4) sales
of Fund  shares;  (5)  availability  of IPOs;  (6)  executing  relatively  small
securities transactions;  and (7) making a market in over-the-counter securities
in which the Funds  invest.  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.

Advisors may use the services of an affiliated  broker-dealer,  either  Monument
Distributors,  Inc. or FISN, Inc., to execute portfolio securities transactions,
including  transactions  that may  otherwise  not be  feasible  to send to other
broker-dealers because of such factors as the small size of the transaction.  In
1999, Advisors did not execute any portfolio  securities trades through Monument
Distributors,   Inc.  Commissions  paid  to  FISN  during  1999  for  securities
transactions on behalf of the Funds amounted to $15,917.00.

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
Trustees have the ability to elect all of the Trustees, with the result that the
holders of the remaining voting shares will not be able to elect any Trustee.

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 Trustees, 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 Delaware law, an
annual  shareholder  meeting need not be held in any year in which Trustees 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 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 Trustees, while the holders of
less than 50% of the shares may not elect any person as a Trustee.  Shareholders
of a particular  Fund may have the power to elect all of the Company's  Trustees
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  Trustees
determines.  This may  occur  daily,  or with  such  frequency  as the  Board of
Trustees  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
Trustees 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 Trustees 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
Trustees)  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  Trustees  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.

PREEMPTIVE, 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 Trustees may, however,  adopt lawful rules and
regulations with reference to the method of transfer).  Subject to the 1940 Act,
the Board of Trustees  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 Trustees 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 Trustees  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 CLASS B SHARES TO CLASS A 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 Trustees or their designees.

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 Trustees.  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 Trustees  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  corporation's  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.

Redemptions  of a Fund's shares and exchanges of shares of one Fund for those of
another may result in a gain or loss for federal and state income tax  purposes.
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,
over-the-counter  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:

                     P(l+T)n = ERV

      Where:

           P = a  hypothetical  initial  investment of $1,000
           T = average annual total return
           n = number of years
         ERV = ending  redeemable  value of 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  5.75% 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.  For Class C Shares the maximum
1%  front-end  sales  charge 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,1999) is $ 4.4 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, 1999) is $526.4 million.

14.   Stocks,    Bonds,   Bills,   and   Inflation,    published   by   Ibbotson
      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 associated notes for the year ended
October 31,  1999,  and the  unqualified  report of Deloitte & Touche LLP on the
financial statements (the "Report"), are incorporated by reference into this SAI
and are included in the Fund's 1999 annual report to  shareholders  (the "Annual
Report").  An investor may obtain a copy of the Annual  Report free of charge by
writing to the Fund or calling (888) 420-9950.




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