MONUMENT SERIES FUND INC, 485APOS, 2000-11-01

MONUMENT SERIES FUND INC
485APOS, 2000-11-01

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<PAGE> 1
As filed with the Securities and Exchange Commission on October 31, 2000

Registration Nos.: 333-26223
811-8199

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 9

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 11

MONUMENT SERIES FUND
(Exact Name of Registrant as Specified in Charter)
7920 Norfolk Avenue, Suite 500, Bethesda, Maryland 20814
(address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: 301-215-7550

David A. Kugler, President
The Monument Funds Group, Inc.
7920 Norfolk Avenue, Suite 500
Bethesda, Maryland 20814
(Name and Address of Agent for Service)

Please send copies of all communications to:

Beth-ann Roth
Beth-ann Roth, P.C.
9204 Saint Marks Place
Fairfax, Virginia 22031

It is proposed that this filing will become effective:

________ on _____ pursuant to paragraph (a)(1) of Rule 485
________ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
____X__ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ACCELERATION REQUESTED]
________ on _____ days after filing pursuant to paragraph (a)(2) of Rule 485
________ immediately upon filing pursuant to paragraph (b) of Rule 485
________ on _____ pursuant to (b) of Rule 485

<PAGE> 2

[MONUMENT FUNDS GROUP, INC. LOGO]

MONUMENT SERIES FUND

MONUMENT DIGITAL TECHNOLOGY FUND
(FORMERLY MONUMENT INTERNET FUND)
MONUMENT MEDICAL SCIENCES FUND
MONUMENT GENOMICS FUND
MONUMENT TELECOMMUNICATIONS FUND
MONUMENT NEW ECONOMY FUND

PROSPECTUS DATED NOVEMBER [15] , 2000

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

MONUMENT DIGITAL TECHNOLOGY FUND (formerly Monument Internet Fund) seeks
to maximize long-term appreciation of capital by investing primarily in a
diversified portfolio of equity securities of companies involved in or
supporting digital technology industries, including Internet-related businesses.

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 GENOMICS FUND seeks to maximize long-term appreciation of
capital by investing primarily in a diversified portfolio of equity securities
of companies facilitating genomics research.

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

MONUMENT NEW ECONOMY FUND seeks to maximize long-term appreciation of
capital by investing primarily in a diversified blend of equity securities
chosen from the Company's other Funds.

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> 3

TABLE OF CONTENTS

The Funds
Investment Objectives
Principal Investment Strategies
Temporary Defensive Positions
Specific Risk Considerations
General Risk Considerations
Table of Fees and Expenses
The Company
Buying Fund Shares
Distribution Arrangements
Exchanging Fund Shares
Redeeming Fund Shares
Dividends and Distributions
Tax Considerations
Services To Help You Manage Your Account
Proper Form
Share Certificates
Retirement Plan Accounts
Financial Highlights Information

<PAGE> 4

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 DIGITAL TECHNOLOGY FUND (formerly Monument Internet Fund). The
Digital Technology 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 GENOMICS FUND. The Genomics 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.

MONUMENT NEW ECONOMY FUND. The New Economy Fund's investment objective is
to maximize long-term appreciation of capital.

PRINCIPAL INVESTMENT STRATEGIES

DIGITAL TECHNOLOGY FUND (formerly Monument 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 involved in or supporting
digital technology industries, including Internet or Internet-related
businesses. Digital technology industries include, but are not limited to:
communications and communications equipment; computer hardware, peripherals and
software; networking equipment; digital consumer electronics; semiconductors and
semiconductor equipment; and other emerging technologies that utilize digital
processes. The industry also includes companies engaging in "second-phase"
Internet-related businesses that involve infrastructure, enabling technologies
and communications, and typically derive at least 50% of their assets, gross
income, or net profits 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.

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.

GENOMICS FUND. The Fund seeks to achieve its objective by investing,
under normal circumstances, at least 65'% of its total assets in the common
stocks of companies engaged in genomics research, or companies providing
equipment or services to companies in genomics-related fields. Such companies
may include, but are not limited to, entities involved in gene therapy,
biodiversity projects, healthcare and drug development and design.

<PAGE> 5

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.

NEW ECONOMY FUND. The Fund seeks to achieve its objective by investing,
under normal circumstances, at least 65% of its assets in the common stock of
companies representing a diversified blend of the equity securities held by the
Company's other Funds. As a nonfundamental operating policy, the Fund intends to
have no more than 50% and no less than 10% of its assets in each of the
industries represented by the Company's other Funds.

When selecting investments, Monument Advisors, Ltd., the investment
advisor to each of the Funds ("Advisors"), will choose from among the 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 of revenue or
earnings at the time a Fund becomes an investor. 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

DIGITAL TECHNOLOGY FUND. The Digital Technology Fund invests primarily in
companies involved in or supporting digital technology industries, which
includes those 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 Digital Technology Fund
may experience greater volatility than funds not subject to these types of
risks. The Digital Technology Fund is diversified, and may also invest in small
companies and technology and research companies, the risks of which are
described below under "General Risk Considerations."

MEDICAL SCIENCES AND GENOMICS FUND. The economic prospects of health and
life 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 and genomics companies face lawsuits related to
product liability and other issues. Also, many products and services provided by
medical science companies and businesses engaged in genomics-related activities
require substantial capital investment and are subject to rapid obsolescence.
The Medical Sciences and Genomics Funds are diversified, and may also invest in
small companies and technology and research companies, the risks of which are
described below under "General Risk considerations."

TELECOMMUNICATIONS FUND. The economic prospects of telecommunications
companies can dramatically fluctuate due to regulatory and competitive
environment changes around the world. Most products or services provided by
telecommunications companies require substantial investment and are subject to
competitive obsolescence. Telecommunications companies are particularly subject
to political and currency risks. The Telecommunications Fund

<PAGE> 6

is diversified, and may also invest in small companies, the risks of which are
described below under "General Risk Considerations".

NEW ECONOMY FUND. The New Economy Fund shares the specific risk
considerations of each of the other Monument Funds.

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 the value of any Fund investing in small
company shares to be more volatile than the shares of mutual funds 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. The
Funds may also invest in unregistered equity offerings which may or may not
subsequently be offered to the public. Unregistered offerings are subject to the
investment limitations associated with investments in restricted and/or illiquid
securities. See the SAI for more detail.

<PAGE> 7

[DIGITAL TECHNOLOGY FUND (formerly Internet Fund) A SHARE GRAPH]

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 9/30/00 was (10.28%).

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. There
is currently a maximum sales charge of 5.75% imposed on the purchase of Monument
Digital Technology Fund Class A Shares. Reduced sales charges may apply. Had the
sales charge been included, returns would have been less than those shown.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Since inception
-------------------------------------------------------------------------------------------------------------
1 Year (November 16, 1998)
------ -------------------
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Monument Digital Technology Fund Class A 271.74% 313.65%
--------------------------------------------------------------------------------
Nasdaq 100 Index % %
--------------------------------------------------------------------------------
Inter@ctive 167.57% 236.52%
-------------------------------------------------------------------------------------------------------------
</TABLE>

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 gain 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 on March 22, 1999, there was a 3-1 split of the
index.

<PAGE> 8

[MEDICAL SCIENCES FUND A SHARE GRAPH]

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 9/30/00 was 9.55%.

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. There
is currently a maximum sales charge of 5.75% imposed on the purchase of Monument
Medical Sciences Fund Class A Shares. Reduced sales charges may apply. Had the
sales charge been included, returns would have been less than those shown.

AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIODS ENDED DECEMBER 31, 1999)

<TABLE>
<CAPTION>
Since inception
1 Year (January 6, 1998)
------ -----------------
<S> <C> <C>
Monument Medical Sciences Fund Class A 66.96% 45.98%
S&P 500 19.47% 24.40%
Russell 2000 21.29% 9.48%
</TABLE>

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

<PAGE> 9

[TELECOMMUNICATIONS FUND A SHARE GRAPH]

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 9/30/00 was(15.08%).

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. There
is currently a maximum sales charge of 5.75% imposed on the purchase of Monument
Telecommunications Fund Class A Shares. Reduced sales charges may apply. Had the
sales charge been included, returns would have been less than those shown.

AVERAGE ANNUAL TOTAL RETURNS
(FOR PERIODS ENDED DECEMBER 31, 1999)

<TABLE>
<CAPTION>
Since inception
1 Year (January 6, 1998)
------ -----------------
<S> <C> <C>
Monument Telecommunications Fund Class A 90.58% 59.92%
S&P 500 20.98% 25.19%
NASDAQ Telecommunications 102.47% 82.79%
</TABLE>

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.

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.

<PAGE> 10

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS B CLASS C
----------------------------------------- ------- ------- -------
<S> <C> <C> <C>
Maximum Sales Charge (Load)(1) 5.75% None 1.00%
Maximum Deferred Sales Charge (Load) None 5.00%(2) 1.00(3)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Distributions None None None
Redemption Fees None None None
Exchange Fees None None None
</TABLE>

ANNUAL FUND OPERATING EXPENSES(+)
(expenses that are deducted from fund assets as a percentage of average net
assets)
(++) The annual fund operating expenses table has been restated to reflect
current fees.

<TABLE>
<CAPTION>
DIGITAL TECHNOLOGY FUND
(FORMERLY INTERNET FUND)
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Advisory Fee 1.25% 1.25% 1.25%
Distribution (12b-1) Fees(4) 0.50% 1.00% 1.00%
Other Expenses 0.47% 0.69% 1.18%
Total Annual Fund Operating Expenses 2.22% 2.94% 3.43%
%
% % %
</TABLE>

<TABLE>
<CAPTION>
MEDICAL SCIENCES FUND
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Advisory Fee 1.25% 1.25% 1.25%
Distribution (12b-1) Fees(4) 0.50% 1.00% 1.00%
Other Expenses 0.91% 0.75% 1.09%
Total Annual Fund Operating Expenses(5) 2.66% 3.00% 3.34%
% %
% % %
</TABLE>

<TABLE>
<CAPTION>
GENOMICS FUND
---------------------------------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Advisory Fee 1.25% 1.25% 1.25%
Distribution (12b-1) Fees(4) 0.50% 1.00% 1.00%
Other Expenses
Total Annual Fund Operating Expenses
</TABLE>

------------------------------
(+) The annual fund operating expenses table has been restated to reflect
current fees.

(++) The annual fund operating expenses table has been restated to reflect
current fees.

<PAGE> 11

<TABLE>
<CAPTION>
TELECOMMUNICATIONS FUND
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Advisory Fee 1.25% 1.25% 1.25%
Distribution (12b-1) Fees(4) 0.50% 1.00% 1.00%
Other Expenses 1.13% 1.13% 1.51%
Total Annual Fund Operating Expenses(5) 2.88% 3.38% 3.76%
% %
% % %
</TABLE>

<TABLE>
<CAPTION>
NEW ECONOMY FUND
---------------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Advisory Fee 1.25% 1.25% 1.25%
Distribution (12b-1) Fees(4) 0.50% 1.00% 1.00%
Other Expenses % % %
Total Annual Fund Operating Expenses % % %

% % %
</TABLE>

-------------------
(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 calendar month end in which the Class B Shares were
purchased.

(3) A contingent deferred sales charge of 1% is imposed on the proceeds of
Class C Shares redeemed within one year. The charge is a percentage of net
asset value at the time of purchase.

(4) The Company has approved a Plan of Distribution Pursuant to Rule 12b-1 of
the 1940 Act for Class A, B and C Shares, 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 and Class C 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 and Class C 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.

(5) With respect to the Digital Technology, Medical Sciences and
Telecommunications Funds, the Advisor has contractually agreed to waive its
fees and pay expenses to the extent necessary to cap Class A Share total
operating expenses at 2.75%, and Class B and Class C Share total operating
expenses at 3.25% of the Fund's average daily net assets through an initial
term of May 1, 2001. The Fund and Advisors may agree to extend the term of
the agreement. Nevertheless, the Board of Trustees of the Fund may change
the maximum amount of expenses to be borne by the Fund if it deems the
change to be in the best interests of the Fund and its shareholders. The
Board has elected to raise the cap on several occasions, and there is no
guarantee that the stated amounts will remain in place in the future.

After fee waivers and/or expense reimbursements, the net expenses paid by
each of the Funds are estimated to be as follows:

10
<PAGE> 12

<TABLE>
<CAPTION>
DIGITAL TECHNOLOGY FUND
--------------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Advisory Fee 1.25% 1.25% 1.25%
Distribution (12b-1) Fees 0.50% 1.00% 1.00%
Other Expenses 0.47% 0.69% 1.18%
Total Annual Fund Operating Expenses 2.22% 2.94% 3.43%
Fee Waivers and/or Expense Reimbursements 0.18%
Net Expenses 3.25%

</TABLE>

<TABLE>
<CAPTION>
MEDICAL SCIENCES FUND
---------------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Advisory Fee 1.25% 1.25% 1.25%
Distribution (12b-1) Fees 0.50% 1.00% 1.00%
Other Expenses 0.91% 0.75% 1.09%
Total Annual Fund Operating Expenses 2.66% 3.00% 3.34%
Fee Waivers and/or Expense Reimbursements 0.09%
Net Expenses 3.25%
</TABLE>

<TABLE>
<CAPTION>
TELECOMMUNICATIONS FUND
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Advisory Fee 1.25% 1.25% 1.25%
Distribution (12b-1) Fees 0.50% 1.00% 1.00%
Other Expenses 1.13% 1.13% 1.51%
Total Annual Fund Operating Expenses 2.88% 3.38% 3.76%
Fee Waivers and/or Expense Reimbursements 0.13% 0.13% 0.51%
Net Expenses 2.75% 3.25% 3.25%
</TABLE>

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:

<TABLE>
<CAPTION>
1 YEAR*: 3 YEARS*: 5 YEARS*: 10 YEARS*:
CLASS CLASS CLASS CLASS
--------------------------------------------------------------------------------------------------------------------------
A B C A B C A B C A B C
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIGITAL TECHNOLOGY 787 782 446 1229 1664 1053 1696 2170 1784 2982 3649 3712
MEDICAL SCIENCES 829 787 437 1354 1681 1027 1904 2198 1742 3396 3702 3631
GENOMICS
TELECOMMUNICATIONS 849 824 478 1416 1787 1149 2006 2372 1939 3595 4031 4002
NEW ECONOMY
</TABLE>

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

11
<PAGE> 13

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.

* If the advisor continues to maintain a cap under the Expense Limitation
Agreement for the periods shown below, your cost would be:

<TABLE>
<CAPTION>
1 YEAR: 3 YEARS: 5 YEARS: 10 YEARS:
CLASS CLASS CLASS CLASS
A B C A B C A B C A B C
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIGITAL TECHNOLOGY 787 782 428 1229 1664 1001 1696 2170 1698 2982 3649 3549

MEDICAL SCIENCES 829 787 428 1354 1681 1001 1904 2198 1698 3396 3702 3549

TELECOMMUNICATIONS 837 811 428 1379 1751 1001 1946 2313 1698 3478 3920 3549
</TABLE>

THE COMPANY

THE COMPANY. Monument Series Fund is a 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. Under its Investment Advisory Agreement with the Fund, Advisors is entitled
to earn a fee of 1.25% of the assets of the Fund. For the fiscal year ended
October 31, 2000, Advisors earned 0.78% for managing the Monument Internet Fund
(now Monument Digital Technology Fund), 0.56% for managing the Monument Medical
Sciences Fund, and 0.27% for managing the Monument Telecommunications Fund. The
total fees earned were less that 1.25% since the rate was 1% through June 29,
2000, and Advisors waived a portion of its fee to help reduce the expenses of
the Fund.

Monument Advisors, located at 7201 Wisconsin Avenue, Suite 650, 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 October 31, 2000, Advisors managed or supervised in excess of $ 180 million
in assets.

In the interest of limiting expenses of the Digital Technology, Medical
Sciences and Telecommunications Funds, Monument Advisors has entered into an
expense limitation agreement with the Company. Pursuant to the agreement,
Monument Advisors has agreed to waive or limit its fees and to assume other
expenses so that the total annual operating expenses for Class A, B and C Shares
of the Funds covered by the agreement are limited to 2.75% for Class A Shares
and 3.25% for Class B and C Shares with an original term through May 1, 2001.
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. The Board of Trustees has the ability to change the limit imposed
from time to time if, in its discretion, the Board believes the change will be
in the best interests of the Fund and its shareholders. The Board has increased
the cap several times in the past, and there is no guarantee that the cap will
remain in place or at the same level in the future.

PORTFOLIO MANAGEMENT. Advisors uses a team approach to Management 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 firms including Daiwa Securities, Kemper Securities and
E.F. Hutton.

PRINCIPAL UNDERWRITER. Monument Distributors, Inc. has its principal
place of business at 7201 Wisconsin Avenue, Suite 650, Bethesda, Maryland 20814.
It is a wholly-owned subsidiary of The Monument Group, Inc., is an

12
<PAGE> 14

affiliate of Monument Advisors, and serves as the principal underwriter of each
Fund. David A. Kugler, Peter L. Smith and Bob Grandhi are officers of both the
Company and Monument Distributors.

OTHER INFORMATION. Advisors or its affiliates may make payments to
broker-dealers, financial advisors, banks or other financial institutions for
certain services to the Funds and/or their shareholders, including (but not
limited to) sub-administration, sub-transfer agency and shareholder servicing.
These payments come out of the resources of the entity making the payment so
that there are no additional costs to the Funds or their shareholders.

BUYING FUND SHARES

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

13
<PAGE> 15

<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
-------------- -------------- --------------
<S> <C> <C> <C>
MAX. INITIAL SALES CHARGE. 5.75% None 1%
(Subject to reductions
See "Distribution beginning with investments
Arrangements" for a of $50,000)
schedule itemizing reduced
sales charges.

CONTINGENT DEFERRED SALES None Year 1 5% Year 1 1%
CHARGE ("CDSC") imposed when Year 2 4% Years 2+ None
shares are redeemed Year 3 3%
(percentage based on purchase Year 4 3%
price). Years are based on a Year 5 2%
twelve-month period. Year 6 1%
Year 7 None
Year 8 None
See below for information
regarding applicable waivers
of the CDSC.

RULE 12b-1 FEES. 0.50% 1.00% 1.00%

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

CONVERSION TO CLASS A N/A Automatically after about 8 No conversion feature.
years, at which time Rule 12b-1 fees remain
applicable Rule 12b-1 fees higher than those of Class
are reduced. A Shares for life of
account.

APPROPRIATE FOR: All investors, particularly Investors who plan to hold Investors who intend to
those who intend to hold their shares at least 6 hold their shares for at
their shares for a long years. least 1 year, but less than
period of time and/or 6 years.
invest a substantial amount
in the Fund.
</TABLE>

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 PFPC, Inc., the
Company's subtransfer and dividend disbursing agent, at P.O. Box 61503, King of
Prussia, PA 19406-0903 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. If you have
an IRA, your account will be charged a maintenance fee of $20 per year.

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."

14
<PAGE> 16

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
------------------------- -------------------------------------------------------
<S> <C> <C> <C>
Minimum Initial Investment $1,000 $1,000 $1,000

Minimum Subsequent Investment $250* $250* $250*
</TABLE>

------------

* 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 PFPC, Inc., at P.O. Box 61503, King of Prussia, PA 19406-0903.
PFPC, Inc. is the Company's subtransfer 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. You will be charged a fee of $15 for shares
purchased by wire. 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 PFPC, Inc., P.O. Box 61503, King
of Prussia, PA 19406-0903. 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 and Class C Shares is equal to the Fund's net
asset value plus the initial sales charge. The public offering price of Class B
Shares is equal to the respective Fund's net asset value.

WHEN SHARES ARE PRICED. Each Fund is open for business each day the New
York Stock Exchange ("Exchange") is open. Each Fund determines its share price
as of the close of regular trading on the Exchange, generally 4:00 p.m. EST. If
you purchase your shares through a broker, the Fund will be deemed to have
received your order when the order is accepted as being in proper form by the
broker. However, your broker must receive your request before the close of the
regular trading on the Exchange to receive that day's net asset value ("NAV").

NET ASSET VALUE. Each Fund's share price is equal to the NAV per share of
the Fund. Each Fund calculates its NAV per share by valuing and totaling its
assets, subtracting any liabilities, and dividing the remainder, called net
assets, by the number of Fund shares outstanding. The value of each Fund's
portfolio securities is generally based on market quotes if they are readily
available. If they are not readily available, Advisors will determine their
market value in accordance with procedures adopted by the Board. For information
on how the Funds value their assets, see "Valuation of Fund Shares" in the SAI.

DISTRIBUTION ARRANGEMENTS

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

<TABLE>
<CAPTION>
Sales Charge Broker-Dealer Percentage
------------ ------------------------
<S> <C> <C>
Less than $50,000 5.75% 5.00%
$50,000 but less than $100,000 4.50% 3.75%
$100,000 but less than $250,000 3.50% 2.75%
$250,000 but less than $500,000 2.50% 2.00%
$500,000 but less than $1,000,000 2.00% 1.75%
$1,000,000 or more 1.00% 1.00%
</TABLE>

15
<PAGE> 17

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

CLASS B BROKER-DEALER COMMISSION AND SERVICE FEE

<TABLE>
<CAPTION>
Broker-Dealer Percentage
------------------------
<S> <C>
Up to $250,000 4.00%
</TABLE>

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

CLASS C BROKER-DEALER COMMISSION AND SERVICE FEE

<TABLE>
<CAPTION>
Sales Charge Broker-Dealer Percentage
------------ ------------------------
<S> <C> <C>
All purchases 1.00% 1.00%
</TABLE>

At the end of each calendar quarter, broker-dealers will be entitled to receive
an ongoing service fee from the Fund of 0.25% per year, payable quarterly. The
Distributor may elect to provide additional compensation to broker-dealers for
undertaking activities designed to result in the sale of Class C Shares of the
Fund.

RULE 12-b 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 and Class C
Share expenses and 0.50% for Class A Share 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. Each Fund 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. The Funds may also pay up
to .75% of the daily net assets of the Class B and Class C shares to finance
activities relating to the distribution of its shares. Because these fees are
paid out of the a Fund'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.

SALES CHARGE WAIVERS

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;

16
<PAGE> 18

(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 section 401(a), 403(b) or 457
of the Code and "rabbi trusts"; and

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

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

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

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

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

(4) redemptions through Systematic Monthly Investment (systematic redemption
plan), limited to 10% per year of an account's net asset value. For
example, if you maintain an annual balance of $10,000 you can redeem up to
$1,000 annually free of charge.

REDUCED 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 sold subject to the sales charge will be included
in the calculation. To take advantage of this privilege, you must give notice at
the time you place your initial order and subsequent orders that you wish to
combine purchases. When you send your payment and request to combine purchases,
please specify your account number.

LETTER OF INTENT. If you intend to purchase at least $50,000 of Class A
Shares of any of the Funds, you may elect to complete a Letter of Intent. By
doing so, you agree to invest a certain amount over a 13-month period. You would
pay a sales charge on any Class A shares you purchase during the 13 months based
on the total amount to be invested under the Letter of Intent. You can apply any
investments you made in Class A shares in any Monument Fund during the preceding
90-day period toward fulfillment of the Letter of Intent (although there will be
no refund of sales charges you paid during the 90-day period). You should inform
the Fund's transfer agent that you have a Letter of Intent each time you make an
investment.

You are not obligated to purchase the amount specified in the Letter of
Intent. If you purchase less than the amount specified, however, you must pay
the difference between the sales charge paid and the sales charge applicable to
the purchases actually made. The Fund's custodian will hold the amount in
escrow. The Funds' custodian will pay the escrowed funds to your account at the
end of the 13 months unless you do not complete your intended investment.

17
<PAGE> 19

Additional information regarding the waiver or reduction 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 may 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." Shareholders may also exchange their Monument
Series Fund shares for shares of the Sansom Street Money Market Fund. You may
obtain information about the Sansom Street Money Market Fund by calling
1-888-420-9950 for a free prospectus. The prospectus is also available on the
Fund's website at http://www.monumentfunds.com.

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, even if the CDSC and
automatic conversion schedules of the Fund into which they have exchanged is
lower. For the CDSC schedule see above under "Distribution Arrangements."

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 may redeem shares of the Funds by submitting your order either
through your authorized broker or by submitting it directly to the Fund.
Redemption requests to the Fund should be directed in writing to PFPC Inc. at
P.O. Box 61503, King of Prussia, PA 19406-0903, 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.

18
<PAGE> 20

SYSTEMATIC REDEMPTION PLAN. If you have, in the aggregate, a minimum
of $50,000 in your Monument Fund accounts, you may arrange to receive monthly
redemptions from your Fund. The minimum amount required for each redemption is
$1,000, and redemptions are made on the 25th of each month. If you hold Class B
Shares of a Fund, and the total amount of your redemptions is less than 10% of
your average total account value invested in Monument Series Fund, then the CDSC
imposed on Class B Share redemptions will be waived. To the extent you have
redeemed in excess of 10% of your total average investment in Monument Series
Fund, the excess amount will be charged the CDSC. See "Buying Fund Shares" for
details about the CDSC. Call 1-888-420-9950 to set up a Systematic Redemption
Plan.

REDEMPTION PRICE. Your redemption request will be processed based on
the net asset value ("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 the Fund's transfer agent 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 will be charged a fee of $15
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.

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 sub-transfer agent by mail at P.O. Box 61503, King of Prussia,
PA 19406-0903. 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.

19
<PAGE> 21

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. 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

20
<PAGE> 22

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

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

- your name,

- the Fund's name,

- a description of the request,

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

- your account number, - the dollar amount or number of shares, and

- your daytime or evening telephone number.

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

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

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

- if you want redemption proceeds to be sent to an address other than
the address of record, a preauthorized bank account, or a
preauthorized brokerage firm account,

- if we receive instructions from an agent, not the registered owners,
or -if we believe a signature guarantee would protect us against
potential claims based on the instructions received.

A signature guarantee verifies the authenticity of your signature. You
can obtain a signature guarantee from certain banks, brokers or other eligible
guarantors. YOU SHOULD VERIFY THAT THE INSTITUTION IS AN ELIGIBLE GUARANTOR
PRIOR TO SIGNING. A NOTARIZED SIGNATURE IS NOT SUFFICIENT.

SHARE CERTIFICATES. We do not issue share certificates. This eliminates
the costly problem of replacing lost, stolen or destroyed certificates. The
Company reserves the right to issue share certificates on behalf of each of the
Funds at any time.

RETIREMENT PLAN ACCOUNTS. You may not change distribution options for
retirement plan accounts by telephone. While you may sell or exchange shares by
phone, certain restrictions may be imposed on other retirement plans. To obtain
any required forms or more information about distribution or transfer
procedures, please call 1-888-420-9950.

21
<PAGE> 23

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 MEDICAL SCIENCES FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------

CLASS A SHARES CLASS B SHARES
Year ended Period ended Period ended
October 31, 1999 October 31, 1998* October 31, 1999 *
----------------------- -----------------------------------------------
PER SHARE OPERATING PERFORMANCE
-------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $10.32 $10.00 $16.95

----------------------- -------------------- -----------------------

Income from investment operations-

Net investment income (loss) (0.10) 0.04 (0.01)
Net realized and unrealized
gain on investments 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 dollars 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%
</TABLE>

* 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.

22
<PAGE> 24

MONUMENT TELECOMMUNICATIONS FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------

Class A Share Class B Share
Year ended Period ended Period ended
October 31, 1999 October 31, 1998* October 31, 1999 *
----------------------- ---------------------------------------------
<S> <C> <C> <C>
Per Share Operating
Performance
Net asset value,
beginning 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%
</TABLE>

* 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.

23
<PAGE> 25

MONUMENT DIGITAL TECHNOLOGY FUND
(FORMERLY MONUMENT INTERNET FUND)
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------

Class A Shares Class B Shares
Period ended Period ended
October 31, 1999 * October 31, 1999 *
--------------------- --------------------
<S> <C> <C>
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
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 (000's) $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% ***
</TABLE>

*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.

Apart from the Prospectus and the SAI, the Company's registration statement
contains certain additional information that may be of interest to you. You may
view that information free of charge at the SEC's public reference room in
Washington, D.C., and you may, with payment of a duplicating fee, order copies
of the information.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL FUND SHARES IN ANY STATE OR
JURISDICTION IN WHICH THE FUNDS ARE NOT AUTHORIZED TO CONDUCT BUSINESS. NO SALES

<PAGE> 26

REPRESENTATIVE, DEALER, OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN THE
SAI.

[Back Cover]

For more information about the Funds, you may wish to refer to the Company's
Statement of Additional Information ("SAI"), dated November [15], 2000, and the
Company's audited annual and unaudited semi-annual reports, 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, 7201 Wisconsin Avenue, Suite 650 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.

[Legend]

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.

Investment Company Act File No. 811-8199

25
<PAGE> 27

MONUMENT SERIES FUND, INC.

MONUMENT DIGITAL TECHNOLOGY FUND
MONUMENT MEDICAL SCIENCES FUND
MONUMENT GENOMICS FUND
MONUMENT TELECOMMUNICATIONS FUND

MONUMENT NEW ECONOMY FUND

STATEMENT OF ADDITIONAL INFORMATION DATED NOVEMBER [15], 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 November [15], 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
<TABLE>

<S> <C>
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.....................................................................................
</TABLE>

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 Digital Technology
Fund, Monument Medical Sciences Fund, Monument Genomics Fund, Monument
Telecommunications Fund, and Monument New Economy Fund. Each series is
authorized to offer four separate classes of shares:

<PAGE> 28

>> 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.

2
<PAGE> 29

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.

<PAGE> 30

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.

4
<PAGE> 31

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.

5
<PAGE> 32

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.

6
<PAGE> 33

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

7
<PAGE> 34

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

8
<PAGE> 35

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.

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<PAGE> 36

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.

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<PAGE> 37

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;

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<PAGE> 38

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%.

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<PAGE> 39

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 (*).

Name (Age) Position Held with Principal Occupation During the Past Five Years
Address Company
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
*David A. Kugler (40) Trustee, President President and Director, The Monument Group, Inc. (a holding
7920 Norfolk Avenue and Treasurer, 1997 - company); Monument Funds Group, Inc. (a mutual funds
Suite 500 present development company); Monument Advisors, Ltd.; Monument
Bethesda, MD 20814 Distributors, Inc.; Monument Shareholder Services, Inc.,
1997 - present; Account Vice President, Paine Webber, Inc.,
1994 - 1997; Financial Consultant, Merrill Lynch & Co.,
1990 - 1994.

Peter L. Smith (68) Vice President and Senior Vice President and Secretary, The Monument Group,
7920 Norfolk Avenue Assistant Secretary Inc.; Monument Funds Group, Inc.; Monument Advisors, Ltd.;
Suite 500 Monument Distributors, Inc.; Monument Shareholder Services,
Bethesda, MD 20814 Inc., 1998 - 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 White II (46) Trustee, Secretary Business Manager, Trinity Episcopal Parish, 1997 - present;
3107 Albemarle Road Management Consultant, Small Business Management, 1985 -
Wilmington, DE 19808 1996.

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

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

</TABLE>

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<PAGE> 40

<TABLE>
<CAPTION>
Name (Age) Position Held with Principal Occupation During the Past Five Years
Address Company
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
George DeBakey (50) Trustee Director, Business Development, Technolognet.com, 2000 -
19 Blue Hosta Way present; Director of International Operations, ESI
Rockville, MD 20850 International, Inc., 1998 - 1999; Instructor, American
University, 1992 - 1998.

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

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

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

14
<PAGE> 41

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 September 30, 2000, Charles Schwab owned of record [PROVIDE]% of the
Monument Digital Technology Fund Class A shares.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISOR. Monument Advisors, Ltd., ("Advisor") located at 7201
Wisconsin Avenue, Suite650, 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.

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. A voluntary
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. The
expense limit is subject to change at the discretion of the Board of Trustees.
The Board has exercised its discretion on

15
<PAGE> 42

several occasions to raise the expense cap for the ultimate benefit of the Fund
and its shareholders.

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 his
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.

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<PAGE> 43

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

Pursuant to a "Distribution Agreement," 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. 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 Digital Technology Fund on June
30, 1998. Rule 12b-1 Plans were approved for Class B Shares of the above Funds
effective October 1, 1999,and the Class B Share Rule 12b-1 Plan was revised
effective September 22, 2000. Plans were approved for Class C Shares of the
Funds listed above, as well as for Classes A, B and C of the New Economy Fund,
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 Rule 12b-1 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

17
<PAGE> 44

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.

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<PAGE> 45

CODE OF ETHICS. The Fund, its investment advisor and distributor have adopted a
Code of Ethics pursuant to Rule 17j-1 under the 1940 Act, as required by
applicable law. The Code is designed to prevent affiliated persons of the Fund,
its advisor and the distributor from engaging in deceptive, manipulative or
fraudulent activities in connection with securities held or to be acquired by
the Fund. The Code of Ethics permits personnel subject to the Code to invest in
securities. Personnel may invest in securities that may be purchased or held by
the Fund, subject to pre-clearance requirements. There can be no assurance that
the Codes of Ethics will be effective in preventing unlawful activities. The
Code of Ethics may be examined at the office of the SEC in Washington, D.C. or
on the Internet from the SEC's website at http://www.sec.gov.

CUSTODIAN, ACCOUNTING AGENT AND TRANSFER AGENT. PFPC Trust, 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 Fund
Accounting, Inc., 7920 Norfolk Avenue, Bethesda, Maryland 20814, serves as the
investment accounting agent for each Fund's portfolio securities and other
assets. Monument Fund Accounting has retained the services of PFPC Inc., 400
Bellevue Parkway, Wilmington, Delaware, to assist in providing investment
accounting services. Monument Shareholder Services, Inc. ("MSSI"), 7920 Norfolk
Avenue, Bethesda, Maryland 20814, serves as the transfer agent and dividend
disbursing agent for each Fund. Pursuant to a Sub-Transfer Agency Agreement
entered into between MSSI and PFPC Inc. dated September 16, 2000, PFPC, Inc. has
assumed the transfer agent, dividend disbursing and shareholder servicing
functions on behalf of the Funds.

FUND ADMINISTRATION. Pursuant to an Administrative Services Agreement with the
Company dated [DATE] (the "Administrative Agreement"), Monument Shareholder
Services, Inc. (the "Administrator"), 7920 Norfolk Avenue, Bethesda, Maryland
20814, serves as administrator of the Fund and supervises all aspects of the
operation of the Fund except those performed by the Investment Advisor. The
Administrator has entered into a Sub-Administration Services Agreement with PFPC
Inc. to which the Administrator has delegated a portion of its duties for the
benefit of the Fund. The Administrator and PFPC Inc. provide 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, the Administrator and PFPC
Inc. receive an asset-based administrative fee, computed daily and paid monthly,
at the annual rate of [PROVIDE]%, subject to a minimum amount of $[PROVIDE per
year for a period of two years from the date of the Administrative Agreement.

INDEPENDENT PUBLIC ACCOUNTANT. Deloitte & Touche LLP, located at 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.

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<PAGE> 46

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; and (3) various functions incidental to
effecting securities transactions, such as clearance and settlement. Research
generated by broker-dealers who execute transactions on behalf of the Company
may be useful to Advisors in rendering investment management services to other
clients (including affiliates of Advisors). Conversely, such research provided
by broker-dealers who have executed transaction orders on behalf of other
clients may be useful to Advisors in carrying out its obligations to the
Company. While such research may be used by Advisors in providing investment
advice to all its clients (including affiliates of Advisors), not all of it may
be used by Advisors for the benefit of the Company. Such research and services
will be in addition to and not in lieu of research and services provided by
Advisors, and the expenses of Advisors will not necessarily be reduced by the
receipt of supplemental research.

Advisors may use the services of an affiliated broker-dealer, either Monument
Distributors, Inc. or FISN, 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 the past three fiscal years
for securities transactions on behalf of the Funds amounted to $______,
$________, and $________, respectively.

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.

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<PAGE> 47

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 the another
Fund, a separate vote of the shareholders of that Fund is required. Shareholders
of a Fund are not entitled to vote on any matter that does not affect that Fund.
Shares do not have cumulative voting rights. In other words, holders of more
than 50% of the shares elect 100% of the Board of 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.

21
<PAGE> 48

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

22
<PAGE> 49

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

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<PAGE> 50

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

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<PAGE> 51

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

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<PAGE> 52

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 corporations stock which is not debt-financed by
the Fund and is held for a minimum period) is less than 100% of its
distributable income, then the amount of income dividends paid to corporate
shareholders which is eligible for such deduction may not exceed the aggregate
amount of qualifying dividends received by the Fund for the taxable year. The
amount or percentage of income qualifying for the corporate dividends-received
deduction will be declared by each Fund in the Company's annual report to
shareholders.

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

The Code requires each Fund to distribute at least 98% of its taxable ordinary
income earned during the calendar year, and at least 98% of its capital gain net
income earned during the 12 month period ending October 31 of each year (in
addition to amounts from the prior year that were neither distributed nor taxed
to the Fund). These amounts must be distributed to you by December 31 of each
year in order to avoid the imposition of a federal excise tax. For tax

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<PAGE> 53

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

Absent a tax election to the contrary, each Section 1256 position held by a Fund
will be marked-to-market (i.e., treated as if it were sold for fair market
value) on the last business day of the Fund's fiscal year, and all gain or loss
associated with fiscal year transactions and mark-to-market positions at fiscal
year end (except certain foreign currency gain or loss covered by Section 988 of
the Code) will generally be treated as 60% long-term capital gain or loss and
40% short-term capital gain or loss. The effect of Section 1256 mark-to-market
rules may be to

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<PAGE> 54

accelerate income or to convert what otherwise would have been long-term capital
gains into short-term capital gains or short-term capital losses into long-term
capital losses within a Fund. The acceleration of income on Section 1256
positions may require a Fund to accrue taxable income without the corresponding
receipt of cash. In order to generate cash to satisfy the distribution
requirements of the Code, a Fund may be required to dispose of portfolio
securities that it otherwise would have continued to hold or to use cash flows
from other sources such as the sale of its shares. In these ways, any or all of
these rules may affect the amount, character and timing of income distributed to
you by a Fund.

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

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

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

PERFORMANCE INFORMATION

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

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

n
P(l+T) = ERV

Where:

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<PAGE> 55

P = a hypothetical initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
investment made at the beginning of the one-, five-,
ten-year or shorter period shown

Average annual total return calculations reflect the deduction of a maximum
front-end sales charge, where applicable, from the hypothetical initial $1,000
purchase, and the reinvestment of income dividends and capital gain
distributions at net asset value. In calculating the ending redeemable value for
Class A Shares and assuming complete redemption at the end of the applicable
period, the maximum 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

29
<PAGE> 56

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.

30
<PAGE> 57

9. Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics a statistical measure of change, over time, in
the price of goods and services in major expenditure groups.

10. Historical data supplied by the research departments of First Boston
Corporation, the J.P. Morgan companies, Salomon Brothers, Merrill Lynch,
Lehman Brothers and Bloomberg L.P.

11. Financial publications: The Wall Street Journal, Business Week, Changing
Times, Financial World, Forbes, Fortune, and Money magazines provide
performance statistics over specified time periods.

12. Russell 3000 Index - composed of 3,000 large U.S. companies by market
capitalization, representing approximately 98% of the U.S. equity market.
The average market capitalization (as of May 1995) is $1.74 billion.

13. Russell 2000 Small Stock Index - consists of the smallest 2,000 companies
in the Russell 3000 Index, representing approximately 11% of the Russell
3000 total market capitalization. The average market capitalization (as
of May 1995) is $288 million.

14. Stocks, Bonds, Bills, and Inflation, published by 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.

31
<PAGE> 58

7201 Wisconsin Avenue, Suite 650
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 1-888- 420-9950.

32
<PAGE> 59
PART C - OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Declaration of Trust of the Registrant is incorporated into this
registration statement by reference to Exhibit 23(a) of
Post-Effective Amendment No. 8 to Registrant's Registration
Statement on Form N-1A (File Nos. 333-26233 and 811-8199) filed
with the SEC on March 24, 2000.

(b) By-Laws of the Registrant are incorporated into this registration
statement by reference to the Registrant's Registration Statement
on Form N-1A (File Nos. 333-26233 and 811-8199) filed with the SEC
on April 30, 1997.

(d) Amended and Restated Investment Advisory Agreement dated June ___
between Monument Advisors, Ltd. and the Registrant is incorporated
into this registration statement by reference to Exhibit 23(d) of
Post-Effective Amendment No. 8 to Registrant's Registration
Statement on Form N-1A (File Nos. 333-26233 and 811-8199) filed
with the SEC on March 24, 2000.

(e) (1) Distribution Agreement dated November 27, 1997 between
Monument Distributors, Inc. and the Registrant is
incorporated into this registration statement by reference
to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(2) Amendment to the Distribution Agreement dated November 27,
1997 between Monument Distributors, Inc. and the Registrant
is incorporated into this registration statement by
reference to Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on November 3, 1998.

(3) Revised schedule to the Distribution Agreement dated
November 27, 1997 is incorporated into this registration
statement by reference to Exhibit 23(e) of Post-Effective
Amendment No. 8 to Registrant's Registration Statement on
Form N-1A (File Nos. 333-26233 and 811-8199) filed with the
SEC on March 24, 2000.

(4) Amended and Restated Distribution Agreement dated September
22, 2000 is attached to this Registration Statement as
Exhibit 23(e)(4).

(5) Revised Schedule dated November 13, 2000 to the Amended and
Restated Distribution Agreement dated September 22, 2000 is
attached to this Registration Statement as Exhibit
23(e)(5).

<PAGE> 60

(6) The form of Dealer Agreement in use between Monument
Distributors, Inc. and third-party broker-dealers is
incorporated into this registration statement by reference
to Exhibit 23(e)(2) of Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A (File Nos.
333-26233 and 811-8199) filed with the SEC on March 24,
2000.

(f) Not Applicable.

(g) (1) Custody Agreement dated June 28, 2000 between PFPC Trust
Company and the Registrant is attached as an exhibit to
this Registration Statement.

(h) (1) Transfer Agency Services Agreement dated ________ between
Monument Shareholder Services, Inc. and the Registrant is
attached as an exhibit to this Registration Statement.

(2) Sub-Transfer Agency Services Agreement dated September 16,
2000 among Monument Shareholder Services, Inc., PFPC Inc.
and the Registrant is attached as an exhibit to this
Registration Statement.

(3) Administrative Services Agreement dated _______ between
Monument Shareholder Services, Inc. and the Registrant is
attached as an exhibit to this Registration Statement.

(4) Sub-Administration Services Agreement dated September 18,
2000 among Monument Shareholder Services, Inc., PFPC Inc.
and the Registrant is attached as an exhibit to this
Registration Statement.

(5) Accounting Services Agreement between Monument Shareholder
Services, Inc. and the Registrant is attached as an exhibit
to this Registration Statement.

(6) Subaccounting Services Agreement among Monument Shareholder
Services, Inc., PFPC Inc. and the Registrant is attached as
an exhibit to this Registration Statement.

(7) Expense Limitation Agreement dated May 1, 1999 between
Monument Advisors, Ltd. and Monument Series Fund, Inc. is
incorporated into this registration statement by reference
to Exhibit 23(h)4 of Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form N-1A (File Nos.
333-26233 and 811-8199) as filed with SEC on August 3,
1999. Revised Schedule A to the Expense Limitation
Agreement is incorporated into this registration statement
by reference to Exhibit 23(h)(4) of Post-Effective
Amendment No. 7 to the Registrant's Registration Statement
as filed with the SEC on January 18, 2000. A revised
schedule to the Expense Limitation Agreement is filed with
this registration statement as exhibit 23(h)(7).

<PAGE> 61

(i) Opinion and Consent of Counsel as to the legality of the
securities being registered is filed with this registration
statement as Exhibit 23(i).

(j) Consent of Independent Accountants is filed with this registration
statement as Exhibit 23(j).

(k) Not Applicable.

(l) (1) Subscription Agreement, dated November 17, 1997, by and
between Monument Series Fund, Inc. and The Monument Group,
Inc. is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(2) Subscription Agreement, dated December 11, 1997, by and
between Monument Series Fund, Inc. and The Monument Group,
Inc. is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(3) Subscription Agreement, dated December 12, 1997, by and
between Monument Series Fund, Inc. and The Monument Group,
Inc. is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(4) Subscription Agreement, dated November 26, 1997, by and
between Monument Series Fund, Inc. and David A. Kugler is
incorporated into this registration statement by reference
to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(5) Subscription Agreement, dated November 21, 1997, by and
between Monument Series Fund, Inc. and Herbert Klein, III
is incorporated into this registration statement by
reference to Pre-Effective Amendment No.2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(6) Subscription Agreement, dated December 5, 1997, by and
between Monument Series Fund, Inc. and Herbert Klein, III
is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

<PAGE> 62

(7) Subscription Agreement, dated November 18, 1997, by and
between Monument Series Fund, Inc. and John H. Vivadelli is
incorporated into this registration statement by reference
to Pre- Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(8) Subscription Agreement, dated November 18, 1997, by and
between Monument Series Fund, Inc. and John B. Siewers, II
is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(9) Subscription Agreement, dated November 24, 1997, by and
between Monument Series Fund, Inc. and Francine and Brian
Carb is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199)as filed with the SEC on December 22, 1997.

(10) Subscription Agreement, dated November 25, 1997, by and
between Monument Series Fund, Inc. and Richard E. and Sarah
H. Collier is incorporated into this registration statement
by reference to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A (File Nos.
333-26233 and 811-8199) as filed with the SEC on December
22, 1997.

(11) Subscription Agreement, dated November 26, 1997, by and
between Monument Series Fund, Inc. and G. Frederic White,
III is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(12) Subscription Agreement, dated December 2, 1997, by and
between Monument Series Fund, Inc. and Victor H. Dates is
incorporated into this registration statement by reference
to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos.333-26233 and
811-8199) as filed with the SEC on December 22, 1997.

(13) Subscription Agreement, dated December 3, 1997, by and
between Monument Series Fund, Inc. and Heather and Thomas
Young is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-2633 and
811-8199) s filed with the SEC on December 22, 1997.

<PAGE> 63

(14) Subscription Agreement, dated December 5, 1997, by and
between Monument Series Fund, Inc. and Janine and Jeff
Coyle is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(15) Subscription Agreement, dated December 5, 1997, by and
between Monument Series Fund, Inc. and Paul E. Raposo is
incorporated into this registration statement by reference
to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(16) Subscription Agreement, dated December 5, 1997, by and
between Monument Series Fund, Inc. and Lynda F. Williams is
incorporated into this registration statement by reference
to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(17) Subscription Agreement, dated December 5, 1997, by and
between Monument Series Fund, Inc. and Jason Alexander is
incorporated into this registration statement by reference
to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(18) Subscription Agreement, dated December 10, 1997, by and
between Monument Series Fund, Inc. and Alexander C. Cheung
is incorporated into this registration statement by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(19) Subscription Agreement, dated December 11, 1997, by and
between Monument Series Fund, Inc. and George DeBakey is
incorporated into this registration statement by reference
to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos. 333-26233
and 811-8199) as filed with the SEC on December 22, 1997.

(m) (1) Distribution Plan pursuant to Rule 12b-1 relating to
Class A Shares is incorporated into this Registration
Statement by reference to Exhibit 23(m)(1) of
Post-Effective Amendment No. 8.

(2) Distribution Plan pursuant to Rule 12b-1 relating to Class
B Shares accompanies this Registration Statement as Exhibit
23(m)(2).

(3) Distribution Plan pursuant to Rule 12b-1 relating to Class
C Shares is incorporated into this Registration Statement
by reference to Exhibit 23(m)(1) of Post-Effective
Amendment No. 8.

<PAGE> 64

(n) Rule 18f-3 Multiple Class Plan relating to Class A, Class B, Class
C and Class Y accompanies this Registration Statement as Exhibit
23(n).

(o) Not Applicable.

(p) Combined Code of Ethics of Monument Series Fund, Monument
Advisors, Ltd. and Monument Distributors, Inc. is incorporated by
reference to Exhibit 23(p) of Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A (File Nos.
333-26233 and 811-8199) as filed with the SEC on March 24, 2000.

(q) Powers of Attorney of Francine Carb, Victor Dates, George DeBakey,
G. Frederic White, III and Rhonda Wiles-Roberson are incorporated
by reference to Exhibits 23(p) 1 through 5 of Post-Effective
Amendment No. 6 to the Registrant's Registration Statement on Form
N-1A (File Nos. 333-26233 and 811-8199) as filed with SEC on
August 3, 1999. Power of Attorney of David Gregg is incorporated
by reference to Exhibit 23(q) of Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A (File Nos.
333-26233 and 811-8199) as filed with the SEC on March 24, 2000.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

ITEM 25. INDEMNIFICATION.

Under Section 3817 of the Delaware Business Trust Act, a business trust may
indemnify any trustee or beneficial owner or other person, subject to the
standards and restrictions, if any, set forth in the governing instrument. The
Registrant has entered into agreements with various service providers, pursuant
to which trustees, officers and employees of the Registrant have been
indemnified, to the extent permitted by applicable law. These agreements have
been filed as exhibits to this Registration Statement, and are hereby
incorporated by reference into this Item to the extent necessary.

Insofar as indemnification for liabilities arising under Securities Act of 1933
(the "1933 Act") may be permitted to trustees, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer of controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question of

<PAGE> 65

whether indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.

Monument Advisors, Ltd., ("Advisors"), the Registrant's investment adviser,
located 7920 Norfolk Avenue, Suite 500, Bethesda, Maryland 20814, acts as
manager or adviser to qualified individuals, retirement plans, charitable
foundations and trusts. David A. Kugler is an officer of Advisors. Mr. Kugler
was an account executive for Paine Webber, Inc., located at 100 East Pratt
Street, Baltimore, Maryland 21202, from September 1994 through January 1997. Mr.
Kugler now serves as President of The Monument Group, Inc., Monument
Distributors, Inc., and the Registrant, in addition to Advisors. The principal
business address for each of the Monument entities listed above is identical to
that of Advisors.

ITEM 27. PRINCIPAL UNDERWRITERS

(a) None

(b)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
(1) (2) (3)
-----------------------------------------------------------------------------------------------------------------------
Name and Principal Business Address Positions and Offices with Underwriter Positions and Offices with Fund

-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
David A. Kugler President, Treasurer and Director Chairman, President, and Treasurer
7920 Norfolk Avenue
Suite 500
Bethesda, Maryland 20814
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

The accounts, books or other documents of the Registrant required to be
maintained by Section 31 (a) of the Investment Company Act of 1940, as amended,
and the rules promulgated thereunder are kept in several locations:

(a) Shareholder account records (including share ledgers, duplicate
confirmations, duplicate account statements and applications (forms)of
the Registrant are maintained by its transfer agent, Fund Services, Inc.,
at 1500 Forest Avenue, Suite 111, Richmond, VA. 23229.

(b) Investment records including research information, records relating to
the placement of brokerage transactions, memorandums regarding investment
recommendations for supporting and/or authorizing the purchase or sale of
assets, information relating to the placement of securities transactions,
certain records and compliance records concerning

<PAGE> 66

investment recommendations of the Monument Series Fund are maintained at
the series' investment advisor, Monument Advisors, Ltd., at 7929 Norfolk
Avenue, Suite 500, Bethesda, Maryland 20814 and 7201 Wisconsin Avenue,
Bethesda, Maryland 20814.

(c) Accounts and records for portfolio securities and other investment
assets, including cash, are maintained in the custody of the Registrant's
custodian bank, PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE
19809.

(d) Accounting records, including general ledgers, supporting ledgers,
pricing computations, etc. are maintained by the Registrant's
sub-accounting services agent, PFPC Inc., 400 Bellevue Parkway,
Wilmington, DE 19809.

(e) Administrative records, including copies of the charter, by-laws,
agreements, and reports, certain shareholder communications, etc., are
kept by the Registrant's Sub-Administrator, PFPC Inc., 400 Bellevue
Parkway, Wilmington, DE 19809.

(f) Records relating to distribution of shares of the Registrant are
maintained by the Registrant's distributor, Monument Distributors, Inc.
at 7920 Norfolk Avenue, Suite 500, Bethesda, Maryland 20814

ITEM 29. MANAGEMENT SERVICES

There are no management-related service contracts not discussed in Parts A or B
of this Form.

ITEM 30. UNDERTAKINGS.

The Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 8 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated below.

<TABLE>
<CAPTION>
(Signature) (Title) (Date)
<S> <C> <C>

/s/David A. Kugler Director, President October 30, 2000
David A. Kugler and Treasurer

* Director October 30, 2000
Francine F. Carb
</TABLE>

<PAGE> 67

<TABLE>
<S> <C> <C>
* Director October 30, 2000
Victor Dates

* Director October 30, 2000
George DeBakey

* Director October 30, 2000
G. Frederic White, III

* Director October 30, 2000
Rhonda Wiles-Roberson

*By
----------------------
David A. Kugler
(Attorney-in-Fact)
</TABLE>

<TABLE>
<CAPTION>
Exhibit No. EXHIBIT INDEX EDGAR EXHIBIT #
-------------------------------------------------------------
<S> <C> <C>
Exhibit 23(e)(4) Amended and Restated Distribution Agreement

Exhibit 23(e)(5) Revised schedule to the Amended and Restated Distribution Agreement

Exhibit 23(g)(1) Custodian Agreement

Exhibit 23(h)(1) Transfer Agency Services Agreement

Exhibit 23(h)(2) Sub-Transfer Agency Services Agreement

Exhibit 23(h)(3) Administrative Services Agreement

Exhibit 23(h)(4) Sub-Administration Services Agreement

Exhibit 23(h)(5) Accounting Services Agreement

Exhibit 23(h)(6) Subaccounting Services Agreement

Exhibit 23(i) Opinion and Consent of Counsel

Exhibit 23(j) Consent of Independent Accountants
</TABLE>

<PAGE> 68

<TABLE>
<S> <C>
Exhibit 23(m)(2) Distribution Plan pursuant to Rule 12b-1 relating to Class B Shares

Exhibit 23(n) Multiple Class Plan pursuant to Rule 18f-3
</TABLE>