SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MONETTA FUND, INC.
(Name of Registrant as Specified in their Charter)

___________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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CONTENTS

1. Shareholder Message
2. Questions and Answers
3. Notice of Special Meeting
4. Proxy Statement
5. Appendices

A: Shareholders owning over 5% of the Fund and Nominees owning over
1% of the Fund
B: Audit Committee Charter
C: Officers of the Fund, the Adviser, and the Sub-Adviser
D: New Advisory Agreement
E: Proposed Fundamental Policies
F: Current Fundamental Policies for the Fund

Monetta Fund

October 10, 2001

Dear fellow shareholder:

A special meeting of shareholders of the Monetta Fund will take place on
December 3, 2001, and we are asking for your participation. You do not need to
attend the meeting to participate. However, it is important that you take a
few minutes to read the enclosed material and then vote your shares. You can
vote by Internet, by telephone, or by mailing the enclosed proxy voting card(s)
in the postage-paid envelope.

The Fund has five proposals up for a vote. Shareholders are being asked to
take action on the following items:

1. Election/re-election of the Board of Directors;

2. Approval of a revised advisory agreement with Monetta Financial Services,
Inc. to unbundle certain expenses from the advisory fee and reduce the
investment advisory fee;

3. Approval of a proposal that will modify the Fund's investment objectives
by removing current income as a secondary investment objective;

4. Approval of proposals that are intended to help the Fund increase
investment flexibility, modernize investment restriction and have the Fund's
investment restrictions match those of the Monetta Trust for uniformity of
compliance; and

5. Ratification of the selection of KPMG LLP as independent accountants of
the Fund.

The directors recommend approving each of the proposals.

No matter how many shares you own, your vote is important. A proxy solicitor,
D.F. King & Co, Inc., 77 Water Street, New York, NY 10005, has been retained to
make follow-up phone calls to shareholders as may be necessary on behalf of the
Fund. Your prompt response will help reduce proxy costs and will also mean
that you can avoid receiving follow-up phone calls or mailings. Voting by
Internet or phone lowers proxy costs even further.

Please join me in exercising your rights as a shareholder by reviewing the
attached materials and casting your vote.

We thank you for your time and attention to this important matter.

Sincerely,

Robert S. Bacarella
President

(THIS PAGE INTENTIONALLY LEFT BLANK)

Questions and Answers About the Proposals

WHAT ARE SHAREHOLDERS VOTING ON?

The Monetta Fund is asking shareholders to vote on five proposals:

1. To elect directors. Shareholders are being asked to elect or re-elect
Monetta Fund directors. Four (4) of the seven (7) directors are
independent of the investment adviser as required by the SEC to be in
effect by July 2, 2002.

2. To approve a revised advisory agreement. Shareholders are being asked to
approve a revised advisory agreement with Monetta Financial Services, Inc.
While the proposed agreement is with the same Adviser and the same
portfolio managers will be managing your investments, the management fees
paid by the Monetta Fund will be decreased while the other expenses will
increase.

3. To consider changing the fund's investment objective. Shareholders are
being asked to approve a change to the Fund's investment objective. While
this change will not affect the way the Fund is managed, it will remove
current income as the Fund's secondary investment objective.

4. To consider changing or eliminating certain investment restrictions. The
main reasons for these proposed changes is to allow the Fund a greater
degree of investment flexibility, modernize the Fund's investment
restrictions, and have the Fund's investment restrictions match those of
the Monetta Trust.

5. To ratify Monetta Fund's independent accountants. Shareholders are being
asked to ratify the directors' appointment of KPMG LLP as independent
accountants.

MORE INFORMATION ABOUT THE PROPOSALS

The following tells you more about the proposals and explains the main reasons
that the directors believe the proposals are in the best interests of
shareholders.

What role do the directors play (Proposal 1)?
The Board of Directors is responsible for protecting the interests of the
Fund's shareholders. The Directors meet regularly to review the Fund's
activities, contractual arrangements and performance. Directors are
fiduciaries and have an obligation to serve the best interests of shareholders,
including approving policy changes such as those proposed in the proxy
statement. In addition, the Directors review Fund performance, oversee Fund
activities, and review contractual arrangements with companies that provide
services to the Funds.

Why are shareholders being asked to approve the revised advisory agreement
(Proposal 2)?
The effect of the proposal is to lower the current advisory fee by 0.05% to
0.95%, but shift some of the Fund expenses currently paid by the Adviser to the
Fund. At current asset levels, the total expenses of the Fund will be higher.
However, the expense ratio may decrease if the assets grow.

Currently, under the terms of the present advisory agreement, the Fund is
unable to utilize soft dollars, when available, to pay for Fund-related
expenses such as legal, audit and state registration fees. Fund expenses can
only be paid by soft dollars if they are an obligation of the Fund. Therefore,
in order to utilize soft dollars, the Directors of the Fund recommended the
advisory agreement be modified to unbundle certain expenses from the advisory
fee for the Fund. There is no guarantee that there will be soft dollars
available to pay for the Fund expenses.

The effect of this change will require certain expenses to be reallocated from
the Adviser to the Fund. This shift will increase the total expenses paid by
the Fund. However, the Fund's net expense ratio may decrease as assets
increase and the Adviser's fee is further reduced. There are no other changes
to the

advisory agreement. The Adviser will remain the same, and the same
portfolio managers will continue to manage your investments.

As part of the revised advisory agreement the Fund is proposing to enter into
with Monetta Financial Services, Inc. (the "Adviser"), the fees paid by the
Fund will increase. Monetta Fund's management fee and total expense ratio for
the six months ended June 30, 2001 are shown below on an actual and pro forma
basis, as if the proposed new fees had been in place throughout the period (see
"Proposal 2 - The Effects of the Change to the Advisory Fee" in the Proxy
Statement for more information about this):

CURRENT PROPOSED
<s> <c> <c>
Management Fee 1.00% 0.95%
Total Expense Ratio 1.48% 1.55%

We believe Monetta Fund remains a good value for its shareholders. In thinking
about the proposed fee reduction and unbundling of certain fund expenses, keep
these things in mind:

* Monetta Fund's total expense ratio represents all Fund expenses.

* The Fund's net expense ratio may decrease as the Adviser's fee is reduced.

* Even with the proposed fee reduction and increase in overall Fund
expenses, Monetta Fund's total expense ratio, for calendar year 2000,
remains nearly 0.25% below that of the average small cap growth equity
mutual fund.

What are the reasons for the proposed changes to the Fund's Investment
Objective (Proposal 3)?
Since inception, May 6, 1986, the Monetta Fund had long-term capital growth as
its primary investment objective and current income as a secondary
investment objective. However, due to recent economic conditions, the Fund
is no longer producing substantial current income for its shareholders.
Therefore, in order to bring the Fund's investment objectives in line with
current economic reality, the proposed change would eliminate current income
as a secondary investment objective. Long-term capital growth would remain
the Fund's sole investment objective. This proposal would have no change on
how the Fund is presently managed.

What are the reasons for the proposed changes in fundamental restrictions
(Proposal 4)?
Some of the Monetta Fund's investment restrictions reflect government
regulations that no longer exist. In other cases, limitations are more
stringent than current government regulations require. The Board of
Directors believes the proposed changes in investment restrictions will
benefit shareholders by allowing the portfolio managers of the Monetta Fund
to adapt more quickly to future changes in investment opportunities. In
addition, the proposed changes in investment restrictions that the Fund
wishes to adopt are substantially identical to the investment restrictions
of the Monetta Trust, which is composed of the Monetta Small-Cap Equity
Fund, the Monetta Mid-Cap Equity Fund, the Monetta Large-Cap Equity Fund,
the Monetta Balanced Fund and the Monetta Intermediate Bond Fund. The
Adviser wishes to reduce confusion and help ensure uniformity of compliance
in the Monetta Family of Funds with a common set of investment restrictions
for the Monetta Fund and the Monetta Trust.

What is the role of the independent accountants (Proposal 5)?
The independent accountants act as the Monetta Fund's auditors. They review
the Fund's annual financial statements and provide other audit and tax-
related services to the Fund.

Have the directors approved each proposal?
Yes. The Directors have approved all of the proposals and recommend that you
vote to approve them.

How many votes am I entitled to cast?
As a shareholder, you are entitled to one vote for each share you own of the
Monetta Fund on the record date, and each fractional share is entitled to a
proportionate share of one vote. The record date is October 9, 2001.

HOW TO VOTE YOUR SHARES

Voting your shares is easy and will only take a few minutes. You may use any
of the following options, and remember that VOTING BY INTERNET OR PHONE WILL
HELP LOWER PROXY EXPENSES. For Internet and touch-tone telephone voting,
you will need the 12-digit number(s) on your enclosed proxy voting card(s).

* BY INTERNET: Go to the Internet address listed on your proxy card and
follow the instructions.

* BY TOUCH-TONE PHONE: Call toll-free 1- 888-221-0697 and follow the
recorded instructions.

* BY FAX: Sign and date the proxy card. Fax both sides of the proxy card
to 1-877-226-7171.

* BY MAIL: Mark your votes on the enclosed proxy card, sign your name
exactly as it appears on your latest account statement. Be sure to date,
and mail your vote using the postage-paid envelope provided.

Remember: If you vote by Internet, fax or phone, you should not mail in your
proxy card. If you received more than one card due to multiple accounts, please
make sure you vote all the enclosed proxy cards.

If you have questions on any part of this document, please call our proxy
solicitor, D.F. King & Co., Inc. toll-free, at 1-800-207-3156. A specially
trained customer service representative will be pleased to assist you with any
questions or instructions on how to vote your shares.

The information on these pages is only a summary. Before you vote, please read
the following proxy statement. It's important to participate and vote as soon
as you can.

NOTICE OF SPECIAL MEETING

TO ALL SHAREHOLDERS OF THE MONETTA FUND:

Notice is hereby given that a special meeting of shareholders of the Monetta
Fund will be held at 1776-A South Naperville Road, Suite 100, Wheaton,
Illinois, 60187, on December 3, 2001, beginning at 9:00 a.m. Central Time for
the following purposes:

1. To elect directors to hold office until their successors are duly elected
and qualified;

2. To approve a revised advisory agreement;

3. To change the investment objective of the Fund;

4. To eliminate, reclassify or amend certain fundamental investment
restrictions; and

5. To ratify the selection of KPMG LLP as independent accountants.

The close of business on October 9, 2001, was fixed as the record date for
determining which shareholders are entitled to notice of the meeting and any
adjournments thereof and are entitled to vote.

By order of the Board of Directors,

Maria Cesario DeNicolo
Secretary
October 10, 2001

PROXY STATEMENT

PROXY STATEMENT FOR A SPECIAL MEETING OF SHAREHOLDERS
OF THE FUND TO BE HELD ON DECEMBER 3, 2001

MONETTA FUND, INC.
1776-A SOUTH NAPERVILLE ROAD, SUITE 100
WHEATON, ILLINOIS 60187-8133

INTRODUCTION

Purpose of this Document
This proxy statement is being furnished to shareholders of the Monetta Fund in
connection with the solicitation of proxies by and on behalf of the Board of
Directors for use at the Fund's meeting. The meeting will be held at 1776-A
South Naperville Road, Suite 100, Wheaton, Illinois, 60187, on December 3,
2001, beginning at 9:00 a.m. Central Time. This proxy statement is first being
mailed to shareholders on or about October 12, 2001.

For convenience, Monetta Fund is referred to in this proxy statement as
"Monetta Fund" or the "Fund." Monetta Financial Services, Inc. is referred to
as the "Adviser." The Investment Company Act of 1940 is referred to as the
"1940 Act."

Who May Vote
The Board of Directors has fixed the record date as of the close of business on
October 9, 2001. Only holders of shares of the Fund at the close of business
on the record date are entitled to notice of, and to vote at, the meetings. As
of the record date, there were a total of 8,202,190.185 eligible votes for the
Monetta Fund.

Shareholders as of the record date are entitled to one vote for each share, and
each fractional share is entitled to a proportionate share of one vote, upon
each matter properly submitted to the meeting. Shareholders may vote on such
other business as may properly come before the meeting as required by law.

How to Vote
Shareholders are requested to vote by Internet, phone or by returning the
enclosed proxy cards. Voting by Internet costs the Fund less than if you vote
by telephone or mail.

If you vote by mail, complete, date, sign and promptly return the enclosed
proxy card in the accompanying envelope. If you properly execute and return
your proxy card prior to the meeting, your shares will be voted in accordance
with the instructions marked on the proxy card. If no instructions are marked
on the proxy card, the proxies will be voted FOR the proposals described in
this proxy statement.

Robert S. Bacarella, President of the Fund and Chairman of the Board of
Directors, and Maria Cesario DeNicolo, Chief Financial Officer, Treasurer and
Secretary of the Fund, intend to be present at the meeting.
No other Directors or officers intend to present any other business at the
Meeting. If, however, any other matters are properly brought before the
Meeting, the persons named in the accompanying form of proxy will vote thereon
in accordance with their judgment. If you object to our voting other matters
on your behalf, please tell us so in writing before the meeting. You may
revoke your proxy at any time prior to its exercise by voting in person at the
meeting or by submitting, before the meeting, written notice of revocation or a
later-dated proxy.

Quorum and Voting Requirements
In order to take action on any proposal (or element of a proposal), a "quorum"
or the holders of a majority of the stock entitled to vote on that proposal at
a meeting of stockholders, must be present in person or by proxy. If such
quorum is not present or represented at the meeting of stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting, without notice other than
announcement at the meeting, until a quorum is present or represented.

Proposal 1:
The seven (7) nominees for the board of directors who receive the highest
number of votes will be elected directors.

Proposals 2, 3 and 4:
The proposed advisory agreement with Monetta Financial Services, Inc. requires
approval of a majority of the eligible votes of the Fund as defined by the 1940
Act. A majority of eligible votes of the Fund is the affirmative vote of the
lesser of (i) 67% of such votes if the holders of more than 50% of the total
eligible votes of the Fund are represented at the meeting, or (ii) more than
50% of the total eligible votes of the Fund.

Changing the Fund's investment objective requires approval of a majority of the
eligible votes of the Fund as defined by the 1940 Act above.

The amendment or elimination of certain fundamental investment restrictions for
each Fund requires the favorable vote of a majority of the eligible votes of
the Fund as defined by the 1940 Act above.

Proposal 5:
To ratify the selection of KPMG LLP as independent accountants, the proposal
must receive the affirmative vote of the holders of a majority of the votes
represented at the meeting.

Other Voting-Related Issues
If a quorum is not present at a meeting, or if sufficient votes to approve a
proposal are not received, the persons named as proxies may propose one or more
adjournments of such meeting to permit further solicitation of proxies. Any
adjournment(s) of a meeting will require the approval of a majority of the
votes of the Monetta Fund represented at the meeting.

A shareholder vote may be taken on any other matter to come properly before the
meeting prior to such adjournment(s) if sufficient votes to approve such
matters have been received and such vote is otherwise appropriate. The Board
of Directors does not presently know of any matter to be considered at the
meeting other than the matters described in the Notice of Special Meeting
accompanying this proxy statement.

Abstentions and broker "non-votes" (I.E., proxies received from brokers or
nominees indicating that they have not received instructions from the
beneficial owner or other person entitled to vote) will be counted as present
for purposes of determining the presence of a quorum, but will have no effect
on any motion to adjourn or the election of directors (Proposal 1) and will not
be counted as votes FOR Proposals 2 through 5. Accordingly, abstentions and
broker non-votes will have the effect of a vote AGAINST Proposals 2 through 5.

Important Service Providers

Monetta Financial Services, Inc. Serves as adviser and administrator to the
Monetta Fund.
Funds Distributor, Inc. Serves as principal underwriter for the Monetta Fund.
Firstar Mutual Funds Services, LLC. Serves as the transfer agent for the
Monetta Fund.
Firstar Bank, N.A. Serves as the custodian for the Monetta Fund.
KPMG LLP. Serves as independent accountants for the Monetta Fund.
D'Ancona & Pflaum LLC. Serves as counsel to the Monetta Fund and for the
independent directors.

The address for Monetta Financial Services, Inc. is: 1776-A South Naperville
Road, Suite 100, Wheaton, Illinois 60187.
The address for Funds Distributor, Inc. is: 60 State Street, Suite 100, Boston,
MA, 02109.

Solicitation of Proxies
The Fund has retained D.F. King & Co., Inc., 77 Water Street, New York, NY
10005, a proxy solicitation firm, to assist in the solicitation of proxies.
D.F. King & Co., Inc. may be paid on a per-call basis to solicit shareholders
on behalf of the Fund at an anticipated cost of approximately $16,000. The
Adviser has agreed to pay 50% of the expenses of holding the special meeting of
shareholders, including solicitation of proxies, and the Monetta Fund will pay
50% of the expenses. The Adviser and the Fund also will reimburse certain
unaffiliated parties for their expenses in forwarding proxy materials to
beneficial owners of Fund shares.

In addition to the solicitation of proxies by mail, officers of the Fund and of
the Adviser may also solicit proxies electronically, by telephone, by fax, in
person or by other means.

Additional information about the Monetta Fund and their operations may be found
throughout the proxy statement.

Shareholder Reports
The Fund will furnish, without charge, a copy of its most recent Annual Report
and Semi-Annual Report, to any shareholder upon request. Shareholders desiring
a copy of such reports should direct all written requests to Monetta Fund,
1776-A South Naperville Road, Suite 100, Wheaton, Illinois 60187, or should
call Monetta Fund at 1-800-MONETTA.

Submission of Shareholder Proposals
The Monetta Fund is not required to hold annual shareholders' meetings, and it
does not intend to do so.

The Fund may hold special meetings as required or as deemed desirable by its
Board of Directors for other purposes, such as changing fundamental policies,
electing or removing directors, or approving or amending an investment advisory
agreement. In addition, special shareholder meetings may be called by the
secretary upon the written request of shareholders having at least 25% of all
the votes entitled to be cast at such meeting.

Shareholders wishing to submit proposals for inclusion in a proxy statement for
a future shareholder meeting should send their written submissions to the
Monetta Fund at 1776-A South Naperville Road, Suite 100,
Wheaton, Illinois 60187.

Proposals must be received a reasonable time in advance of a proxy solicitation
to be included. Submission of a proposal does not guarantee inclusion in a
proxy statement because the proposal must comply with certain federal
securities regulations.

Notice to Banks, Brokers-Dealers and Voting Trustees and their Nominees
Please advise the Fund in writing whether other persons are the beneficial
owners of the shares for which proxies are being solicited and, if so, the
number of copies of the proxy statements, other soliciting material and Annual
Reports (or Semi-Annual Reports) you wish to receive in order to supply copies
to the beneficial owners of shares. Write in care of the Monetta Fund, 1776-A
South Naperville Road, Suite 100, Wheaton, Illinois 60187.

PROPOSAL 1

Election Of Directors
It is proposed that shareholders of the Monetta Fund elect seven (7) nominees
to serve as directors, each to hold office until a successor is elected and
qualified. Four of the nominees currently serve as Directors and it is
proposed that they be reelected. Of those four nominees, Robert S. Bacarella
and John W. Bakos have previously been approved by the shareholders. Of the
remaining three nominees, two have long been associated with Monetta. William
M. Valiant serves as an independent trustee to the Monetta Trust, which is a
part of the Monetta Family of Funds, and Maria C. DeNicolo serves as Chief
Financial Officer, Treasurer and Secretary of both the Monetta Fund and Monetta
Trust and was recently elected to the Board of Trustees of the Monetta Trust.
The remaining nominee, Marlene Zielonka Hodges, has no prior association with
Monetta Fund. However, she was recently elected to the Board of Trustees of
the Monetta Trust. Paul W. Henry, who is presently a Fund director and
previously approved by the shareholders, has elected not to continue to serve
on the Board of Directors due to other business commitments. Assuming all of
the Director nominees are elected, Mr. Henry will resign immediately after the
shareholder meeting. If some of the Director nominees are not elected, Mr.
Henry will continue to serve as a Director of the Fund if his continuing role
is necessary under the 1940 Act. The persons named in the accompanying proxies
intend to vote for the election of the persons listed below unless shareholders
indicate on their proxy cards their desire to withhold authority to vote for
elections to office.

Each nominee has consented to being named in this proxy statement and has
agreed to serve as a director if elected. The Board of Directors does not know
of any reason why any nominee would be unable or unwilling to serve as a
director, but if any nominee should become unable to serve prior to the
meeting, the proxy holders reserve the right to vote for another person of
their choice as nominee or nominees. Appendix A lists all shareholders that
owned 5% or more of the Fund and any nominees who owned more than 1% of the
Fund. The Monetta Fund has no knowledge as to whether any nominee has the
right to acquire beneficial ownership of shares of the Fund.

Information About The Nominees
This table shows basic information about each nominee. Four of the nominees
currently serve as Directors of the Fund. For purposes of their duties as
directors, the address of each individual listed below is 1776-A South
Naperville Road, Suite 100, Wheaton, Illinois 60187. Four of the seven
nominees are Independent Directors (that is they are not "interested persons"
as defined in the 1940 Act). The interested directors are indicated by
footnote below.

NAME/DATE OF BIRTH POSITION(S) WITH THE FUND PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS

Robert S. Bacarella* DIRECTOR and President Chairman, Chief Executive Officer and President of Monetta
05/31/1949 Financial Services, Inc.("Adviser") since April 1997;
Chairman and Chief Executive Officer of Adviser, 1996 to
1997; President, Adviser, 1984 to 1996; President and
Director, Fund since 1985; President and Trustee, Trust
since 1993.

John W. Bakos* DIRECTOR Division Placement Manager, Sears, Roebuck & Co., since
03/26/1947 1969; Director of the Fund since 1986; Trustee of the Trust
since 1996.

Maria Cesario DeNicolo* Chief Financial Officer, Treasurer Chief Financial Officer, Adviser, since May 1997; Secretary
02/14/1949 and Secretary and Treasurer of the Adviser, since 1996; Secretary of the
Trust, since 1993; Treasurer of the Trust, since 1994;
Treasurer of the Fund, since 1993.

John L. Guy DIRECTOR Executive Director, First Union Nat'l Bank, Small Business
06/09/1952 Solutions, since Nov. 1999; President, Heller Small
Business Lending Corporation (formerly Heller First Capital
Corp.), May 1995 to Nov. 1999; Director of the Fund since
1998; Trustee of the Trust since 1993.

Marlene Zielonka Hodges N/A For the past five years, Ms. Hodges has served as Director
10/22/1948 of Finance for Women's Apparel, Sears Roebuck & Company.

Mark F. Ogan DIRECTOR President, DuPage Capital Management, Ltd., since April
05/29/1942 1995. Director of the Fund since 1988; Trustee of the Trust
since 1993.

William M. Valiant N/A Director, Adviser, February 1991 to 1997; Director, Monetta
07/25/1925 Brokerage, Inc., 1988 to 1997; Vice President and
Treasurer, Borg-Warner Corporation, retired, July 1990;
Trustee of the Trust since 1993.

* Robert S. Bacarella, John W. Bakos and Maria Cesario DeNicolo are considered
"interested persons" of the Fund as defined in the 1940 Act as a result of
their affiliation or shareholdings with the Adviser.

DIRECTOR ACTIVITIES AND COMPENSATION

Meetings And Committees
The Monetta Fund's Board of Directors met five times in person during calendar
year 2000 and has met in person three times through August 2001 with a total of
four in-person meetings scheduled in the year 2001. In calendar year 2000, Mr.
Guy and Mr. Henry were unable to attend one meeting; all other Directors
attended 100% of those meetings.

The Fund has an Audit Committee, which is comprised entirely of Independent
Directors (Mark Ogan and John Guy). The Audit Committee reviews financial
statements and other audit-related matters for the Fund. The Audit Committee
also holds discussions with management and with the Independent Accountants
concerning the scope of the audit and the Auditor's independence. The Audit
Committee normally meets twice a year and, if necessary, more frequently. The
Audit Committee met once during calendar year 2000. Mr. Ogan attended the
meeting. The Audit Committee has a written charter, attached as Appendix B.

The Fund also has a Nominating Committee, which was created in 2000 and is
comprised entirely of Independent Directors (Mark Ogan and John Guy). The
Nominating Committee meets as often as deemed appropriate by the members. The
Nominating Committee did not meet during calendar year 2000. The Nominating
Committee reviews and nominates persons to serve as members of the Board of
Directors, and reviews and makes recommendations concerning the compensation of
the Independent Directors. The Nominating Committee does not ordinarily
consider nominees recommended by shareholders. However, shareholders may
propose nominees by writing to the Nominating Committee, in care of the
secretary of the Monetta Fund, at 1776-A South Naperville Road, Suite 100,
Wheaton, Illinois 60187.

The Fund does not have a compensation committee.

The Fund also has an Executive Committee, which includes Robert Bacarella, John
Bakos and William Valiant. The Executive Committee, which meets between
regular meetings of the Board, is authorized to exercise all of the Board's
power.

Compensation Of Directors, Officers And Others.
Directors and officers of the Fund who are also "interested persons" of the
Fund, including all employees of the Adviser, receive no compensation from the
Fund. Officers of the Fund receive no compensation from the Fund. Each
Independent Director currently receives an aggregate of $500 from the Fund for
each regular meeting of the Board of Directors. Those directors who must
travel to Chicago to attend board meetings are reimbursed for all reasonable
out-of-pocket travel expenses. The members of the Audit Committee and
Nominating Committee each receive an additional $500 per meeting attended. If
the Audit Committee and/or Nominating Committee meet prior to or immediately
following a regular meeting of the Board of Directors, then the additional
meeting fee is reduced to $250 per member of the Audit Committee and Nominating
Committee. The compensation paid to each Director is shown in the table below.

Aggregate compensation from the Monetta Fund and Monetta Trust for fiscal Year-
end December 31, 2000

Name of Person, Position Aggregate Compensation Aggregate Compensation Pension or Retirement Total Compensation
from Monetta Fund from Monetta Trust Benefits Accrued as Fund from Fund Complex
Expense

Robert S. Bacarella, Director(1) $0 $0 $0 $0
John W. Bakos, Director(1) $1,000 $1,000 $0 $2,000
John L. Guy, Director $2,000 $2,000 $0 $4,000
Paul W. Henry, Director(1) $750 N/A $0 $750
Mark F. Ogan, Director $2,250 $2,250 $0 $4,500
William Valiant N/A $1,000 $0 $1,000

(1) Compensation reflected above is for calendar year 2000 and was paid by
the Adviser.

The Board of Directors recommends that you vote FOR each nominee.

PROPOSAL 2

To Approve a Revised Advisory Agreement with Monetta Financial Services, Inc.
The Board of Directors, including the Independent Directors voting separately,
has approved and recommends that shareholders of the Monetta Fund approve the
revised Advisory Agreement with Monetta Financial Services, Inc. As described
in more detail under the heading "Matters Considered by the Board," this
recommendation is the result of evaluation by the full Board of Directors of a
substantial amount of information, including information prepared by
independent sources and by Monetta Financial Services, Inc. (called the
"Adviser" in this proxy statement).

The effect of the proposal is to lower the advisory fee by 0.05% to 0.95%, but
shift some of the Fund expenses currently paid by the Adviser to the Fund. At
current asset levels, the total expenses of the Fund are likely to be higher.
However, the total expenses may decrease if the assets grow.

The agreement is otherwise not being materially changed, and the same portfolio
managers will continue managing your investments. The same Adviser is being
retained. The only reason shareholders are being asked to re-approve the
agreement is to unbundle certain expenses from the advisory fee for the Fund so
that the Fund is able to utilize soft dollars, when available, to pay for Fund-
related expenses. The effect of this change will require the fees paid by the
Fund to increase. The Fund's net expense ratio may decrease, however, as the
Adviser's fee is reduced as assets increase.

Terms of the Proposed Advisory Agreement
Shareholders of the Fund are being asked to approve the proposed Advisory
Agreement with minimal changes from the existing Advisory Agreement. The
following discussion of the proposed Advisory Agreement is qualified in its
entirety by reference to the form of the proposed Advisory Agreement set forth
in Appendix D.

In the proposed Advisory Agreement, certain expenses will be reallocated from
the Adviser to the Fund. The Fund will pay for all expenses of maintaining the
registration of the Fund's shares under federal and state securities laws, and
all legal, audit and tax preparation fees incurred on behalf of the Fund. The
Monetta Fund will pay for all expenses of its operations not specifically
assumed by the Adviser.

As under the existing Advisory Agreement, the proposed Advisory Agreement
provides that the Adviser, subject to the general supervision of the Board of
Directors, will provide management and investment advice and will furnish
statistical, executive and clerical personnel, bookkeeping, office space and
equipment necessary to carry out its investment advisory functions and such
corporate managerial duties as are requested by the Board of Directors. The
Board of Directors may arrange for the Adviser to perform any of the corporate
management services necessary or advisable for the operations of the Monetta
Fund or contract with another person to perform them. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties, the Adviser will not be subject to liability to the
Monetta Fund or any shareholder of the Monetta Fund for any act or omission in
the course of, or in connection with, rendering services thereunder or for any
losses that may be sustained in the purchase, holding or sale of any security.

The existing Advisory Agreement was last presented to shareholders for approval
on November 22, 1988.

Advisory Fee
The advisory fee under the new Advisory Agreement is calculated and paid
monthly and is expressed as an annual percentage of the Fund's average net
assets. The Adviser will be paid at the following annual rate:

PROPOSED CURRENT

First $300 million in net assets: 0.95% 1.00%
Next $200 million in net assets: 0.90% 1.00%
Net assets over $500 million: 0.85% 1.00%

Under the existing Advisory Agreement, the Fund paid monthly 1/12 of 1% of the
average daily net asset value of the Fund. Under the new Advisory Agreement,
the monthly fee paid to the Adviser will decrease as the average net assets of
the Fund increase.

The assets as of December 31, 2000 were $103,436,688, and as of September 30,
2001 were $66,839,529.

The Effects of the Change to the Advisory Fee
The following chart summarizes the expense ratio impact of the proposed fee
unbundling on the Monetta Fund for the years 1998-2000.

1998 1999 2000

Actual Expense Ratio 1.36% 1.45% 1.32%
Pro Forma Expense Ratio 1.42% 1.51% 1.35%
% Change 4.4% 4.1% 2.3%

The following charts show the expense ratio impact on the Monetta Fund in more
detail.

1998 1999 2000

Actual Expense Ratio 1.36% 1.45% 1.32%
Expense Ratio Effect of Advisory Fee Reduction (0.05%) (0.05%) (0.05%)
Expense Ratio Effect of Fee Unbundling 0.11% 0.11% 0.08%
Pro Forma Expense Ratio 1.42% 1.51% 1.35%

Monetta Fund's management fee and total expense ratio for the six months ended
June 30, 2001 are shown below on an actual and pro forma basis, as if the
proposed new fees and unbundling of certain fees had been in place throughout
the period.

CURRENT PROPOSED

Management Fee 1.00% 0.95%
Total Expense Ratio 1.48% 1.55%

For the fiscal year 2000, the Adviser was paid a fee of $1,345,766. Had the
proposed fees been in effect, the Adviser would have been paid a fee of
$1,276,206. That is a difference of minus 5.2%.

For calendar year 2000, as reported by Lipper Analytical Services, Inc., the
Fund's proposed expense ratio, is lower than the expense ratio of the average
small cap growth mutual fund:

PROPOSED MONETTA FUND TOTAL EXPENSE RATIO - 1.35%
Average small cap growth mutual fund total expense ratio - 1.60 %

Of the 277 small cap growth mutual funds tracked by Lipper Analytical Service,
Inc. 188 funds, or 67.9%, had total expense ratios in their most recent fiscal
years higher than the total expense ratio proposed for the Monetta Fund.

Effective Date and Termination of the New Advisory Agreement
If approved by shareholders, the new Advisory Agreement will take effect
immediately after the shareholder meeting and will remain in effect through
December 3, 2003, and thereafter, but only as long as its continuance is
approved at least annually by (i) the vote, cast in person at a meeting called
for the purpose, of a majority of the Independent Directors, and (ii) the vote
of either a majority of the Directors or a majority of the outstanding shares
of the Fund. If the new Advisory Agreement is not approved, the existing
Advisory Agreement will continue in effect through November 21, 2001, and
thereafter only as long as its continuance is approved at least annually as
described above while other options are considered.

Matters Considered by the Board
On November 9, 2000, the Board of Directors, including all of the Independent
Directors approved of the existing Advisory Agreement without any material
changes.

On February 15 and April 9, 2001, the Board of Directors considered the issue
of revising the existing Advisory Agreement and the need for shareholder
approval through the filing of a proxy statement.

On August 17, 2001, the Board of Directors, including all of the Independent
Directors, reviewed the proposed changes to the Advisory Agreement and the soft
dollar and expense ratio impact of a revision to the Advisory Agreement. After
thoroughly discussing the proposed changes and the impact the changes would
have on the Fund, the directors approved the new Advisory Agreement and called
for a meeting of shareholders to approve the new Advisory Agreement.

In their August 17, 2001 meeting, the Independent Directors reviewed materials
specifically relating to the existing Advisory Agreement. These materials
included: (i) information on the investment performance of the Monetta Fund
compared against a peer group of funds, (ii) sales and redemption data for the
Monetta Fund, (iii) information concerning the expenses of the Monetta Fund
compared against a peer group of funds, and (iv) the Adviser's operations and
financial condition. The Directors, including the Independent Directors,
regularly review, among other issues: (i) arrangements in respect of the
distribution of the Monetta Fund's shares, (ii) the allocation of the Fund's
brokerage, if any, including allocations to brokers affiliated with the Adviser
and the use of "soft" commission dollars to pay Fund expenses and to pay for
research and other similar services, (iii) the Adviser's management of the
relationships with the Monetta Fund's third party providers, including
custodian and transfer agents, (iv) the resources devoted to and the record of
compliance with the Monetta Fund's investment policies and restrictions and
with policies on personal securities transactions, and (v) the nature, cost and
character of non-investment management services provided by the Adviser and its
affiliates.

In their August 17, 2001 meeting, the Independent Directors considered the new
Advisory Agreement, including: (i) Monetta Financial Services, Inc. does not
anticipate any material changes in its operations as a result of the proposed
change to the Advisory Agreement; (ii) the Fund would continue to be managed by
the same portfolio managers; (iii) the Adviser would remain the same; (iv) the
proposed changes would allow the Fund to use soft dollars, when available, to
pay for Fund related expenses, including legal, audit and state registration
fees, something the Fund presently cannot do; (v) the soft dollar balance for
the Monetta family of funds (including the Monetta Trust) is expected to be
approximately $200,000 by the end of 2001 and this money cannot be used for
Fund expenses unless the expenses that may be paid for with soft dollars are
obligations of the Fund; (vi) the possibility that the Fund's net expense ratio
may decrease as the Adviser's fee is reduced ; and (vii) the advisory agreement
will be materially unchanged, except for the reallocation of expenses and
increase in fees paid by the Fund. The Directors discussed whether any
additional information was needed and concluded that it was not.

Conclusion
In considering both the existing and new Advisory Agreements in the August
meeting, the Board of Directors and the Independent Directors did not identify
any single factor as all-important or controlling. Based on their evaluation
of all material factors discussed above under the heading, "Matters Considered
by the Board" and assisted by the advice of independent counsel, the Directors
and Independent Directors concluded that the new Advisory Agreement is fair and
reasonable and that it should be approved.

The directors believe that Monetta Fund remains a good value for its
shareholders. In thinking about the proposed fee increase, keep these things
in mind:

* Monetta Fund's total expense ratio represents all Fund expenses.

* The Fund's net expense ratio may decrease as the Adviser's fee is
reduced as assets increase.

* Even with the proposed fee increase, Monetta Fund's total expense ratio,
for calendar year 2000, remains nearly 0.25% below that of the average
small cap growth equity mutual fund, as reported by Lipper Analytical
Services.

The Board of Directors, including the Independent Directors, voted to approve
the submission of the new Advisory Agreement to shareholders of the Monetta
Fund and recommends that shareholders vote FOR Proposal 2.

PROPOSAL 3

To Approve Changing the Fund's Investment Objective
Since its inception, the Fund has had long-term capital growth as its primary
investment objective and current income as a secondary objective. Due to
recent market conditions, the Fund has not been producing substantial current
income. The income component of equities, in general have steadily declined
over the Fund's life. For the fiscal year ended December 31, 2000, income
amounted to $0.28 per share, or a yield of 1.2%. The focus instead has been
primarily on long-term capital growth. The Fund's directors have voted to
change the Fund's investment objective by eliminating current income as the
objective. The directors propose that long-term capital growth be the Fund's
sole investment objective. Investors desiring current income should consider
investing in income-oriented vehicles, such as the Monetta Trust's Government
Money Market Fund, Intermediate Bond Fund or Balanced Fund. Approval of this
change would not result in any substantial changes to how the Fund is currently
managed.

The Fund's investment objective is a fundamental policy and cannot be changed
without shareholder approval. Pursuant to the 1940 Act, changing the
investment objective of the Fund requires the ratification of the shareholders.

The Board of Directors recommends that you vote FOR Proposal 3.

PROPOSAL 4

Eliminating or Amending Fundamental Investment Restrictions

Background
The Monetta Fund operates in accordance with the investment objectives and
restrictions described in its Prospectus and Statement of Additional
Information.

The Monetta Fund generally classifies its investment restrictions as either
"fundamental" or "non-fundamental." A fundamental investment restriction may
be changed only by shareholder vote, while non-fundamental investment
restrictions may be changed by vote of a Fund's Board of Directors. The 1940
Act requires mutual funds to classify only certain restrictions as fundamental.
With this proposal, the Monetta Fund seeks to modernize its fundamental
investment restrictions and gain greater investment flexibility by adopting a
set of uniform fundamental investment restrictions. In addition, the Board of
Directors desires to have the same investment restrictions in place for both
the Monetta Fund and the Monetta Trust, thereby reducing confusion in having to
constantly determine which investment restrictions are applicable to the
various funds in the Monetta Family of Funds. A copy of the proposed uniform
fundamental and non-fundamental investment restrictions is included in Appendix
E. Adopting the proposed uniform fundamental and non-fundamental investment
restrictions involves restating certain fundamental restrictions and
eliminating other, unnecessary fundamental restrictions.

Since the time the Fund was created, there have been a number of changes in the
laws and regulations that govern the Funds. For example, significant federal
legislation in 1996 pre-empted state regulation of all mutual funds. As a
result, many investment policies previously imposed on the Monetta Fund by
various states are no longer required.

Recently, the Adviser and the Fund's Board of Directors, with assistance from
counsel, performed a comprehensive review of the Monetta Fund's fundamental and
non-fundamental investment restrictions. Based on this review, the Board of
Directors has approved investment restriction revisions that are designed to
simplify and modernize those policies that are required to be fundamental and
eliminate those policies that are not required under the law. In addition, the
Board of Directors desired uniformity among the investment restrictions of both
the Monetta Fund and the Monetta Trust.

If each element of Proposal 4 is approved, both the Monetta Fund and the
Monetta Trust will have a uniform set of fundamental and non- fundamental
investment restrictions. If all elements of Proposal 4 are not approved, the
Monetta Fund and the Monetta Trust will have a non-uniform set of fundamental
and non-fundamental investment restrictions. The Monetta Fund may adopt any
number of non-fundamental investment restrictions that the Board of Directors,
consisting of a majority of Independent Directors, can change or eliminate
without the expense and delay of holding a shareholder meeting. At this time,
the Board of Directors has decided to adopt the same non-fundamental investment
restrictions as the Monetta Trust. These non-fundamental investment
restrictions can be found throughout this Proposal 4.

Approval of these changes by shareholders would allow the Adviser greater
flexibility to respond to a changing investment environment, subject to the
supervision of the Board of Directors and consistent with
legal requirements, including published SEC staff positions. The Adviser and
the Board of Directors both believe that the proposed changes will enhance the
ability of the Adviser to manage the Monetta Fund's investment portfolios.

Each proposed change to the Fund's fundamental investment restrictions
recommended by the Board of Directors is discussed in detail below. The exact
language of each fundamental investment restriction is presented. If approved,
the new fundamental investment restrictions could not be changed again without
a shareholder vote. In order to help you understand the proposed changes, we
have attached Appendices E and F to this proxy statement. Appendix E shows the
proposed uniform fundamental investment restrictions that the Monetta Fund
would adopt. Appendix F shows the Monetta Fund's current fundamental
investment restrictions proposed to be replaced by new fundamental investment
restrictions or eliminated.

Voting Requirements
Approval of each element of Proposal 4 requires the favorable vote of a
majority of the eligible votes of a Fund as defined by the 1940 Act. Proposal
4 is separated into elements specific to each type of fundamental investment
restriction involved, E.G., diversification, borrowing and concentration. You
may vote separately for or against each element of Proposal 4.

If shareholders of the Fund approve some, but not all, elements of Proposal 4,
the Fund will have a combination of certain current fundamental investment
restrictions and certain new fundamental investment restrictions. The Fund
intends to implement new restrictions after the meeting, as soon as
practicable.

The Board of Directors recommends that you vote FOR Proposal 4 and all its
elements.

PROPOSAL 4A

Proposal to Amend the Fundamental Investment Restriction Regarding
Diversification
The Monetta Fund is currently diversified. If this element of Proposal 4 is
adopted the Fund would adopt the same fundamental investment restriction as the
Monetta Trust and remain a diversified mutual fund in full compliance with the
1940 Act. This would not result in a material change in the investment
strategy of the Fund.

Currently, the Fund may not invest more than 5% of its total assets in
securities of a single issuer, measured at the time of investment. The new
fundamental investment restriction would retain the same 5% language, but would
also add that this restriction is with respect to 75% of the value of the
Fund's total assets. Therefore, the Fund may invest up to 25% of its assets in
one through five issuers, each of which would represent more than 5% of total
assets. The Adviser believes that this increased flexibility may provide
opportunities to enhance investment performance. At the same time, investing a
larger percentage of a Fund's assets in a single issuer's securities increases
the Fund's exposure to risks associated with that issuer's financial condition
and business operations. The proposed fundamental investment restriction would
increase the flexibility of the Fund should it decide to invest more than 5% of
a Fund's total assets in an issuer's securities. The Adviser would take such
steps only when it believes the securities potential return justifies accepting
the risks associated with the higher level of investment.

The New Fundamental Investment Restriction on Diversification for the Fund
would be:
The Fund may not invest more than 5% of its total assets (valued at the time of
investment) in securities of a single issuer, with respect to 75% of the value
of the Fund's total assets, except that this restriction does not apply to U.S.
Government Securities.

PROPOSAL 4B

Proposal to Amend the Fundamental Investment Restriction Regarding
Concentration
The Monetta Fund is prohibited from concentrating its investments in a specific
industry by investing 25% or more of its assets in companies considered to be
in the same industry. This restriction does not apply, however, to U.S.
Government Securities. The proposed uniform language would not affect the
Fund's current investment strategy, but merely replaces the Fund's restriction
with the same fundamental investment restriction regarding concentration as the
Monetta Trust. The Board of Directors believes that approval of this element
of Proposal 4 is in the best interests of the Fund and its shareholders.

The New Fundamental Policy on Concentration for the Fund would be:
The Fund may not invest more than 25% of its total assets (valued at the time
of investment) in securities of companies in any one industry, except that this
restriction does not apply to U.S. Government Securities.

PROPOSAL 4C

Proposal to Amend the Fundamental Investment Restriction Regarding Senior
Securities
Currently, the Monetta Fund has a fundamental investment restriction governing
the issuance of senior securities that is more restrictive than the 1940 Act
currently requires. The Fund is restricted from issuing any senior securities.
The proposed uniform language would not affect the Fund's current investment
strategy but rather clarify that the restriction should allow issuance of
senior securities as permitted under the 1940 Act. The Board of Directors
believes that approval of this element of Proposal 4 is in the best interests
of the Fund and its shareholders.

The New Fundamental Investment Restriction on Issuing Senior Securities for the
Fund would be:
The Fund may not issue any senior security except to the extent permitted under
the Investment Company Act of 1940.

PROPOSAL 4D

Proposal to Amend the Fundamental Investment Restriction Regarding Borrowing
The current fundamental investment restriction regarding borrowing by the Fund
is verbose and somewhat confusing. It is proposed that the Fund adopt a new
fundamental investment restriction regarding borrowing that matches the
language of the fundamental investment restriction for the Monetta Trust, which
is intended to be substantially similar. This element of Proposal 4 would
bring this fundamental investment restriction in line with the corresponding
fundamental investment restriction for the Monetta Trust. The proposed
fundamental investment restriction would be more restrictive than what the 1940
Act currently allows. The 1940 Act limit for borrowing is currently 33 1/3% of
total assets measured after the borrowing, plus an additional 5% from any
source, for a total of 38 1/3%. The Adviser believes that this fundamental
borrowing policy is in the best interests of the Fund and its shareholders
because it protects the Fund from overreliance on borrowing money.

The New Fundamental Investment Restriction on Borrowing for the Fund Would Be:
The Fund may not borrow money except from banks for temporary or emergency
purposes in amounts not exceeding 10% of the value of the Fund's total assets
at the time of borrowing, provided that the Fund will not purchase additional
securities when its borrowings exceed 5% of total assets.

PROPOSAL 4E

Proposal to Amend the Fundamental Investment Restriction Regarding Underwriting
The Monetta Fund currently has a fundamental investment restriction that
prevents it from engaging in the underwriting of securities, except in
connection with the disposition of securities from its investment portfolio.
The proposed fundamental investment restriction for the Monetta Trust is
similar. This proposal is for the sake of uniformity between the Fund and the
Trust. Underwriting securities can result in losses due to the volatility of
equity markets. The Fund has not engaged in underwriting in the past and does
not intend to do so regardless of whether or not this element of Proposal 4 is
approved. Accordingly, the Board of Directors believes that approval of this
element of Proposal 4 is in the best interests of the Fund and its
shareholders.

The New Fundamental Investment Restriction on Underwriting for the Fund Would
Be:
The Fund may not underwrite the distribution of securities of other issuers
except insofar as it may be deemed to be an "underwriter" for purposes of the
Securities Act of 1933 on disposition of securities subject to legal or
contractual restrictions on resale.

PROPOSAL 4F

Proposal to Amend the Fundamental Investment Restriction Regarding Investments
in Commodities and Real Estate
The 1940 Act requires every mutual fund to adopt a fundamental policy regarding
investment in commodities and real estate. The Monetta Fund's current
fundamental investment restriction regarding investments in commodities and
real estate is combined in one investment restriction, and this proposal would
separate the two components into two separate fundamental investment
restrictions.

Proposal 4F would adopt new fundamental investment restrictions regarding
investments in commodities and real estate that provide clarity and more
flexibility. The proposals would also mirror the Monetta Trust's fundamental
investment restrictions regarding commodities and real estate. Neither the
current nor the proposed fundamental investment restrictions prevent the Fund
from investing in securities issued by real estate companies. Direct
investments in real estate and minerals (as opposed to investing in securities
issued by real estate or natural resource companies) can be illiquid.
Investments in commodities can be volatile and are often leveraged. The Fund
does not intend to change its investment strategies and invest in either
commodities or directly in real estate as a result of a change in this
fundamental investment restriction. The Adviser and the Board of Directors
believes that separating the two components into two separate fundamental
investment restrictions is in the best interests of the Fund and its
shareholders because both will allow the Fund to conform its fundamental
investment restrictions to those of the Monetta Trust.

The New Fundamental Investment Restriction for the Fund Regarding Investments
in Commodities would be:
The Fund may not purchase and sell commodities or commodity contracts, except
futures and options on futures.

The New Fundamental Investment Restriction for the Fund Regarding Investments
in Real Estate would be:
The Fund may not purchase and sell real estate or interests in real estate,
although the Fund may invest in marketable securities of enterprises that
invest in real estate or interests in real estate.

PROPOSAL 4G

Proposal to Amend the Fundamental Investment Restriction Regarding Making Loans
The 1940 Act requires every mutual fund to adopt a fundamental policy regarding
making loans. The Monetta Fund currently has a fundamental investment
restriction regarding making loans that is somewhat confusing. It is proposed
that the Fund adopt a new fundamental investment restriction regarding making
loans, which is the same as the fundamental investment restriction for the
Monetta Trust and provides more continuity and flexibility. This fundamental
investment restriction will allow the Fund to buy bonds, debentures and other
debt obligations, and will allow the Fund to lend portfolio securities, as long
as the value of all securities loaned does not exceed 33% of the Fund's total
assets. The Board of Directors believes this restriction is in the best
interests of the Fund because it gives the Fund some flexibility without
allowing it to engage in overly risky behavior that may cause the Fund harm.

The New Fundamental Investment Restriction for the Fund Regarding Making Loans
would be:
The Fund may not make loans, but this restriction shall not prevent the Fund
from buying bonds, debentures or other debt obligations that are publicly
distributed or privately placed with financial institutions, investing in
repurchase agreements or lending portfolio securities, provided that it may not
lend securities if, as a result, the aggregate value of all securities loaned
would exceed 33% of its total assets (taken at market value at the time of such
loan).

PROPOSAL 4H

Proposal to Amend the Fundamental Investment Restriction Regarding Acquiring
More than 10% of an Issuer's Securities
The Monetta Fund currently has a fundamental investment restriction that does
not permit it to acquire more than 10% of the outstanding voting securities, or
10% of all of the securities, of any one issuer.

It is proposed that the Fund adopt a new fundamental investment restriction
that is identical to the Monetta Trust's fundamental investment restriction
regarding acquiring more than 10% of an issuer's outstanding voting securities.
The proposed fundamental investment restriction would be almost identical to
the current fundamental investment restriction except that the reference to
acquiring 10% of all securities of an issuer would be deleted. The Adviser
believes that removing this language would not adversely affect the Fund
because the Fund rarely invests in securities of an issuer that are not voting
securities. The Adviser does not believe that amending the current fundamental
investment restriction would materially increase the risks to the Fund or its
shareholders because the Adviser has no current intention to acquire more than
10% of the outstanding securities of an issuer. The Board of Directors
believes that amending the current fundamental investment restriction regarding
acquiring more than 10% of an issuer's securities is in the best interests of
the Fund and its shareholders.

The New Fundamental Investment Restriction for the Fund Regarding Acquiring
More than 10% of an Issuer's Securities would be:
The Fund may not acquire securities of any one issuer, that at the time of
investment, represent more than 10% of the outstanding voting securities of the
issuer.

PROPOSAL 4I

Proposal to Amend the Fundamental Investment Restrictions Regarding Short
Selling and Margin Purchases
The Fund's current fundamental investment restriction limits the Fund's ability
to sell short, buy on margin or write put and call options. The proposed
fundamental investment restrictions would separate and place the short selling
and margin restrictions into separate fundamental investment restrictions. In
addition, the fundamental investment restriction regarding writing put and call
options would be eliminated. The new fundamental investment restrictions would
follow the same fundamental investment restrictions for the Monetta Trust.
Approving the proposed fundamental investment restrictions would promote
uniformity among the Monetta Family of Funds.

The Adviser believes that eliminating the fundamental investment restriction
regarding writing put and call options would not materially increase the risk
to the Fund or its shareholders. Mutual funds are not required to adopt
fundamental

investment restrictions of this kind. In the future, if the
Adviser deemed it advisable to engage in writing put and call options, it would
only do so in conformance with the Fund's then current registration statement.
Accordingly, the Board of Directors believes that separating the current
fundamental investment restrictions regarding short selling and margin and
eliminating the current fundamental investment restriction regarding writing
put and call options is in the best interests of the Fund and its shareholders.

The New Fundamental Investment Restriction for the Fund Regarding Margin
Investing would be:
The Fund may not make margin purchases of securities, except for use of such
short-term credits as are needed for clearance of transactions in connection
with transactions in options, futures, and options on futures.

The New Fundamental Investment Restriction for the Fund Regarding Short Selling
would be:
The Fund may not sell securities short or maintain a short position, except
securities that the Fund owns or has the right to acquire without payment of
additional consideration.

PROPOSAL 4J

Proposal to Eliminate the Fundamental Investment Restriction Regarding
Investments in Companies with Affiliated Persons
The Monetta Fund currently has a fundamental investment restriction limiting
the Fund's ability to purchase securities of issuers whose securities are owned
by officers or directors of the Fund or by the Adviser.

The 1940 Act does not require mutual funds to adopt fundamental investment
restrictions regarding investments in companies with affiliated ownership,
although the 1940 Act does regulate and restrict transactions with affiliates.
The Fund's current fundamental investment restriction is based on requirements
imposed by the administrators of securities laws in various states. However,
federal legislation passed in 1996 preempted substantive state regulation of
mutual funds and the sale of their shares. This fundamental investment
restriction was intended to prevent potential conflicts of interest and self-
dealing. Because the Fund invests primarily in established companies, it is
unlikely that any of the Fund's officers or directors would own 1/2 of 1
percent or more of a company that the Fund would invest in, or that the Fund's
officers and directors would, in aggregate own 5% or more of a company that the
Fund would invest in. Moreover, the Adviser believes that even if such cross
ownership existed, it is unlikely that such ownership actually would result in
conflicts of interest or self-dealing. The Adviser believes that the burden of
the paperwork that the current fundamental investment restriction imposes
exceeds any potential benefits. Accordingly, the Board of Directors believes
that approval of this element of Proposal 4 would be in the best interests of
the Fund and its shareholders.

PROPOSAL 4K

Proposal to Eliminate the Fundamental Investment Restriction Regarding
Investments in Companies with Less than Three Years of Continuous Operations
The Monetta Fund's current fundamental investment restriction limits the Fund's
ability to invest in companies with less than three years continuous operation,
if such purchase would cause the Fund's investment in that company to exceed 5%
of the value of the Fund's total assets.

The 1940 Act does not require the current fundamental investment restriction.
In addition, the Adviser does not plan to invest in any company with less than
three years operating history. If this element of Proposal 4 is approved the
Fund intends to adopt a non-fundamental investment restriction limiting
investments of more than 5% of the Fund's total assets in issuers with less
than three years' operation. In the event the Fund attempted to invest more
than 5% of its total assets in a company with less than three years' operation,
the Adviser would act promptly to remedy the situation as promptly as possible,
although it is not required to dispose of portfolio holdings immediately if the
Fund would suffer losses as a result.

Because the Fund intends to adopt the non-fundamental investment restriction
described above, the Adviser does not believe that elimination of the current
fundamental investment restriction would materially increase the risks to the
Fund or its shareholders. Approval of this element of Proposal 4 would allow
the Board of Directors to take appropriate and timely action to adopt or amend
a non-fundamental investment restriction without the expense and delay
associated with a shareholder meeting. Accordingly, the Board of Directors
believes that approval of this element of Proposal 3 would be in the best
interests of the Fund and its shareholders.

PROPOSAL 4L

Proposal to Eliminate the Fundamental Investment Restriction Regarding
Investments in Other Investment Companies
The Monetta Fund's current fundamental investment restriction limits the Fund's
ability to invest in other registered investment companies. The Fund's current
fundamental investment restriction is based on requirements imposed by the
administrators of securities laws in various states. However, federal
legislation passed in 1996 preempted substantive state regulation of mutual
funds. Investment in shares of other investment companies is specifically
addressed by section 12(d)(1) of the 1940 Act and is further limited for money
market funds by Rule 2a-7. The 1940 Act generally limits a fund to (i)
purchasing 3% of the total outstanding voting stock of a single other
investment company, (ii) investing 5% of its total assets in the securities of
a single other investment company, and (iii) investing 10% of its total assets
in securities of all other investment companies.

The current fundamental investment restriction would be eliminated and become a
non-fundamental investment restriction. Elimination of the current fundamental
investment restriction will allow the Fund to invest in other investment
companies to the extent permitted by the 1940 Act. To the extent the Fund
invests in shares of other investment companies, shareholders may indirectly
bear a portion of the expenses of the investment companies in which the Fund
invests. These expenses would be in addition to the expenses paid directly by
the Fund and, to some extent, may be duplicative. The investment adviser will
take these expenses into account prior to deciding that such an investment is
suitable for a fund and its shareholders.

The Adviser does not believe that elimination of the current fundamental
investment restriction would materially increase the risks to the Fund or its
shareholders both because the Adviser has no current intention to invest in
other investment companies and also because of the 1940 limitations. Further,
the Fund will keep this restriction as a non- fundamental investment
restriction. The Board of Directors believes that elimination of the current
fundamental investment restrictions regarding investment in other investment
companies is in the best interests of the Fund and its shareholders.

PROPOSAL 4M

Proposal to Eliminate Fundamental Investment Restrictions Regarding Investments
in Illiquid Securities and Repurchase Agreements
The Monetta Fund has fundamental investment restrictions prohibiting the Fund
from purchasing "restricted securities" or shares, which are not readily
marketable. The Fund also currently has a fundamental investment restriction
prohibiting the Fund from entering into repurchase agreements maturing in more
than seven days.

The Fund's current fundamental investment restrictions are based on
requirements imposed by the administrators of securities laws in various
states. However, federal legislation passed in 1996 preempted substantive
state regulation of mutual funds and the sale of their shares and the 1940 Act
does not require the current fundamental investment restriction. Current SEC
rules, which have changed in the past and may be changed in the future, limit a
mutual fund's investment in illiquid securities to not more than 15% of net
assets. If this element of Proposal 4 is approved the Fund intends to adopt a
non-fundamental investment restriction limiting investments in illiquid
securities to no more than 10% of the value of its net assets, including
repurchase agreements maturing in more than seven days. In the event the
Fund's illiquid holdings exceeded 10% of its net assets (perhaps due to market
appreciation) the Adviser would act to remedy the situation as promptly as
possible, although it is not required to dispose of portfolio holdings
immediately if the Fund would suffer losses as a result.

Because the Fund intends to adopt the non-fundamental investment restriction
described above, the Adviser does not believe that elimination of the current
fundamental investment restriction would materially increase the risks to the
Fund or its shareholders. Approval of this element of Proposal 4 would allow
the Board of Directors to take appropriate and timely action to adopt or amend
a non-fundamental investment restriction without the expense and delay
associated with a shareholder meeting. Accordingly, the Board of Directors
believes that approval of this element of Proposal 4 would be in the best
interests of the Fund and its shareholders.

PROPOSAL 4N

Proposal to Eliminate Fundamental Investment Restrictions Regarding Investments
in Companies for the Purpose of Exercising Control
The Monetta Fund's current fundamental investment restriction limits the Fund's
ability to invest in companies for the purpose of exercising control or
management of such company.

The 1940 Act does not require the current fundamental investment restriction.
In addition, the Adviser does not invest in any company for the purpose of
exercising control or management. If this element of Proposal 4 is approved
the Fund intends to adopt a non-fundamental investment restriction limiting
investments in companies for the purpose of management or the exercise of
control.

Because the Fund intends to adopt the non-fundamental investment restriction
described above, the Adviser does not believe that elimination of the current
fundamental investment restriction would materially increase the risks to the
Fund or its shareholders. Approval of this element of Proposal 4 would allow
the Board of Directors to take appropriate and timely action to adopt or amend
a non-fundamental investment restriction without the expense and delay
associated with a shareholder meeting. Accordingly, the Board of Directors
believes that approval of this element of Proposal 4 would be in the best
interests of the Fund and its shareholders.

PROPOSAL 5

To Ratify the Selection of KPMG LLP as Independent Accountants of the Fund

By a vote of the Board of Directors and the Independent Directors, the firm of
KPMG LLP has been selected as independent accountants for the Monetta Fund to
sign or certify any financial statements of the Fund required by any law or
regulation to be certified by an independent accountant and filed with the SEC
or any state. Pursuant to the 1940 Act, such selection requires the
ratification of shareholders at this meeting. In addition, as required by the
1940 Act, the vote of the Directors is subject to the right of the Monetta
Fund, by vote of a majority of their eligible votes at any meeting called for
the purpose of voting on such action, to terminate such employment without
penalty. KPMG LLP has advised the Monetta Fund that to the best of its
knowledge and belief, as of the record date, no KPMG LLP professional had any
direct or material indirect ownership interest in the Monetta Fund inconsistent
with the independence standards pertaining to accountants.

The independent accountants examine annual financial statements for the Monetta
Fund and provide other audit and tax-related services. In recommending the
selection of the Monetta Fund's accountants, the Audit Committee reviewed the
nature and scope of the services to be provided (including non-audit services)
and whether the performance of such services would affect the accountants'
independence. The following table details fees incurred for both the Fund and
the Trust for fiscal year 2000:

Financial Information Systems
Audit Fees Design and Implementation Fees All Other Fees

Monetta Fund $ 17,100 $ 0 $ 4,000
Monetta Trust $ 33,900 $ 0 $ 21,500
Total Fund Complex $ 51,000 $ 0 $ 25,500

The independent accountants performed no services for or on behalf of the
Adviser.

The heading `All Other Fees' only contains fees paid for tax preparation
services for the Monetta Fund and the Monetta Trust. The Audit Committee of
the Board of Directors has considered whether the payment of these other fees
is compatible with maintaining the principal accountant's independence. The
Audit Committee believes the payment of such fees is compatible.

Representatives of KPMG LLP are not expected to be present at the Meeting, but
have been given the opportunity to make a statement if they so desire and will
be available should any matter arise requiring their presence.

List Of Appendices

Appendix A: Nominees owning over 1% of any Fund and Shareholders owning over 5%
of any Fund

Appendix B: Audit Committee Charter

Appendix C: Officers of the Monetta Fund and the Adviser

Appendix D: New Advisory Agreement

Appendix E: Proposed Fundamental Policies

Appendix F: Current Fundamental Policies for the Fund

APPENDIX A

NOMINEES AND SHAREHOLDERS

NOMINEES OWNING MORE THAN 1% OF SHARES OF ANY FUND

The Fund is unaware of any nominee who, as of October 9, 2001, owns more than
1% of the total outstanding shares of the Monetta Fund.

SHAREHOLDERS OWNING MORE THAN 5% OF SHARES OF THE FUND

The Advisor, and the Directors and Officers, of the Monetta Fund, as a group,
owned 88,409.712 shares, which represents 1.08% of the issued and outstanding
shares of common stock of the Monetta Fund.

In addition, the Fund is unaware of any shareholders, beneficial or of record,
who owned more than 5% of the Fund's outstanding shares as of the October 9,
2001 record date.

APPENDIX B

AUDIT COMMITTEE CHARTER FOR THE
MONETTA FUND AND THE MONETTA TRUST

This Audit Committee Charter is for both the Monetta Fund and its directors and
the Monetta Trust and its trustees. The terms fund and trust, director and
trustee shall be used interchangeably.

1. The audit committee shall be composed entirely of independent trustees.

2. The purposes of the Audit Committee are, with respect to all outstanding
series of the Trust:

(a) to oversee accounting and financial reporting policies and practices,
internal controls and, as appropriate, the internal controls of certain
service providers;

(b) to oversee the quality and objectivity of financial statements and the
independent audit thereof; and

The function of the Audit Committee is oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control and the auditors' responsibility to plan and carry out a proper audit.

3. To carry out its purposes, the audit committee shall have the following
duties and powers:

(a) to recommend the selection, retention, or termination of auditors and,
in connection therewith, to evaluate the independence of the auditors,
including whether the auditors provide any consulting services to the
manager, and to receive the auditors' specific representation as to
their independence;

(b) to meet with the independent auditors, including private meetings, as
necessary (i) to review the arrangements for and scope of the annual
audit and any special audits; (ii) to discuss any matters of concern
relating to the financial statements, including any adjustments to such
statements recommended by the auditors, or other results of such
audit(s); (iii) to consider the auditors' comments with respect to
the financial policies of each outstanding series of the trust,
procedures and internal accounting controls and management's
responses thereto; and (iv) to review the form of opinion the
auditors propose to render to the board and shareholders;

(c) to consider the effect upon any outstanding series of the Trust of on
any changes in accounting principles or practices proposed by
management or the auditors;

(d) to review the fees charged by the auditors for audit and non-audit
services;

(e) to investigate improprieties or suspected improprieties in fund
operations; and

(f) to report its activities to the full board on a regular basis and to
make such recommendations with respect to the above and other
matters as the committee may deem necessary or appropriate.

4. The Committee shall meet on a regular basis and is empowered to hold
special meeting as circumstances require.

5. The committee shall regularly meet with the treasurer of the trust and
with internal auditors, if any, for the management company.

6. The committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the appropriate
series of the Trust.

7. The committee shall review this charter at least annually and recommend
any changes to the full board of directors.

While the Audit Committee has the purposes, duties and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Trust's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between the manager and the independent auditors, or to
assure compliance with laws and regulations and the Trust's internal compliance
policies.

APPENDIX C

OFFICERS OF THE MONETTA FUND

AND

MONETTA FINANCIAL SERVICES, INC.

Officers of the Monetta Fund and Monetta Financial Services, Inc.

NAME BIRTHDATE POSITION WITH THE FUND POSITION WITH THE ADVISER

Robert S. Bacarella 05/31/1949 President President
Timothy R. Detloff 10/17/1959 Vice President Vice President
Maria Cesario DeNicolo 02/14/1949 Chief Financial Officer, Chief Financial Officer,
Treasurer and Treasurer and Secretary
Secretary
Christina M. Curtis 07/23/1962 Assistant Secretary Assistant Secretary

APPENDIX D

INVESTMENT ADVISORY AGREEMENT

PROPOSED INVESTMENT ADVISORY AGREEMENT

MONETTA FUND, INC., a Maryland corporation registered under the
Investment Company Act of 1940 ("1940 Act") as an open-end diversified
management investment company ("Fund") and MONETTA FINANCIAL SERVICES, INC., a
Delaware corporation registered under the Investment Advisers Act of 1940 as an
investment adviser ("Adviser"), agree that:

1. Engagement of Adviser. Adviser shall manage the investment and
reinvestment of the assets of Fund, subject to the supervision of the board of
directors of Fund, for the period and on the terms set forth in this agreement.
Adviser shall give due consideration to the investment policies and
restrictions and the other statements concerning Fund in Fund's charter,
bylaws, and registration statements under the 1940 Act and the Securities Act
of 1933 (1933 Act), and to the provisions of the Internal Revenue Code
applicable to Fund as a regulated investment company. Adviser shall be deemed
for all purposes to be an independent contractor and not an agent of Fund, and
unless otherwise expressly provided or authorized, shall have no authority to
act for or represent Fund in any way.

Adviser is authorized to make the decisions to buy and sell securities
of Fund, to place Fund's portfolio transactions with securities broker-dealers,
and to negotiate the terms of such transactions, including brokerage
commissions on brokerage transactions, on behalf of Fund. Adviser is
authorized to exercise discretion within Fund's policy concerning allocation of
its portfolio brokerage, as permitted by law, including but not limited to
section 28(e) of the Securities Exchange Act of 1934, and in so doing shall not
be required to make any reduction in its investment advisory fees.

2. Expenses to be paid by Adviser. Adviser shall furnish, at its own
expense, office space to Fund and all necessary office facilities, equipment
and personnel for managing the assets of Fund. Adviser shall also assume and
pay all other expenses incurred by it in connection with managing the assets of
Fund, all expenses of marketing shares of Fund; all expenses in determination
of daily price computations, placement of securities orders and related
bookkeeping;

3. Expenses to be paid by Fund. Fund shall pay the fees of
Adviser pursuant to section 4; all charges of depositories, custodians and
other agencies for the safekeeping and servicing of its cash, securities and
other property and of its transfer agents and registrars and its dividend
disbursing and redemption agents, if any; all expenses of maintaining the
registration of shares of Fund under the 1933 Act and of qualifying and
maintaining qualification of shares of Fund under the securities laws of such
United States jurisdictions as Fund may from time to time reasonably designate;
all taxes and corporate fees payable to federal, state or other governmental
agencies, domestic or foreign; all stamp or other transfer taxes; all expenses
of printing and mailing certificates for shares of Fund; all costs of borrowing
money by Fund; all extraordinary expenses, including litigation expenses, not
incurred in the ordinary course of the Fund's operations; and all legal, audit
and tax preparation fees incurred on behalf of the Fund. In addition to the
payment of expenses, Fund shall also pay all brokers' commissions and other
charges relative to the purchase and sale of portfolio securities; and all
other expenses of Fund not allocated to Adviser pursuant to section 2.

4. Compensation of Adviser. For the services to be rendered and the
charges and expenses to be assumed and to be paid by Adviser hereunder, Fund
shall pay to Adviser a monthly fee based upon the average net assets, which
shall be computed as of the close of business each day and accrued daily, at
the annual rate set forth below:

First $300 million in net assets: 0.95%
Next $200 million in net assets: 0.90%
Net assets over $500 million: 0.85%

5. Limitation of Expenses of Fund. The total expenses of Fund,
exclusive of taxes, of interest and of extraordinary litigation expenses, but
including fees paid to Adviser, shall not in any year exceed the most
restrictive limits prescribed by any state in which Fund's shares are then
being offered for sale, and Adviser agrees to reimburse Fund for

any sums expended for such expenses in excess of that amount. Broker's
commissions and other charges relative to the purchase and sale of portfolio
securities shall not be regarded as expenses.

6. Services of Adviser not exclusive. The services of Adviser to
fund hereunder are not to be deemed exclusive, and Adviser shall be free to
render similar services to others so long as its services under this agreement
are not impaired by such other activities.

7. Services other than as Adviser. Adviser (or any affiliate of
Adviser) may act as broker for Fund in connection with the purchase or sale of
securities by or to Fund if and to the extent permitted by procedures adopted
from time to time by the board of directors of Fund. Such brokerage services
are not within the scope of the duties of Adviser under this agreement, and,
within the limits permitted by law and the board of directors of Fund, Adviser
(or any affiliate of Adviser) may receive brokerage commissions, fees or other
remuneration from Fund for such services in addition to its fee for services as
Adviser. Within the limits permitted by law Adviser may receive compensation
from Fund for other services performed by it for Fund which are not within the
scope of the duties of Adviser under this agreement, such as, but not limited
to, administrative/accounting services.

8. Limitation of liability of Adviser. Adviser shall not be liable
to Fund or its shareholders for any loss suffered by Fund or its shareholders
from or as a consequence of any act or omission of Adviser, or any of the
directors, officers, employees or agents of Adviser, in connection with or
pursuant to this agreement, except by reason of willful misfeasance, bad faith
or gross negligence on the part of the Adviser in the performance of its duties
or by reason of reckless disregard by Adviser of its obligations and duties
under this agreement.

9. Duration and renewal. Unless terminated as provided in section
10, this agreement shall continue in effect until two years from the date of
its execution, and thereafter from year to year only so long as such
continuance is specifically approved at least annually (a) by a majority of
those directors who are not interested persons of Fund or of Adviser, voting in
person at a meeting called for the purpose of voting on such approval, and (b)
by either the board of directors of Fund or vote on the holders of a "majority
of the outstanding shares of Fund" (which term as used throughout this
agreement shall be construed in accordance with the definition of "vote of a
majority of the outstanding voting securities of a company" in section 2(a)(42)
of the 1940 Act).

10. Termination. This agreement may be terminated at any time,
without payment of any penalty, by the board of directors of Fund, or by a vote
of the holders of a majority of the outstanding shares of Fund, upon 60 days'
written notice to Adviser. This agreement may be terminated by Adviser at any
time upon 60 days' written notice to Fund. This agreement shall terminate
automatically in the event of its assignment (as defined in section 2(a)(4) of
the 1940 Act).

11. Amendment. This agreement may not be amended without the
affirmative vote (a) of a majority of those directors who are not "interested
persons" (as defined in section 2(a)(19) of the 1940 Act) of Fund or of
Adviser, voting in person at a meeting called for the purpose of voting on such
approval, and (b) of the holders of a majority of the outstanding shares of
Fund.

12. Use of Adviser's Name. Fund may use the name Monetta Fund, Inc.
or any other name using or derived from the name "Monetta" only for so long as
this agreement or any extension, renewal or amendment hereof remains in effect,
including any similar agreement with any organization which shall have
succeeded to the business of the Adviser as investment adviser. At such time
as this agreement or any extension, renewal or amendment hereof, or such other
similar agreement shall no longer be in effect, Fund will (by corporate action,
if necessary) cease to use any name using or derived from the name "Monetta,"
any name similar thereto or any other name indicating that it is advised by or
otherwise connected with Adviser, or with any organization that shall have
succeeded to Adviser's business as investment adviser.

Dated_____________, [2001]

MONETTA FUND, INC.

By____________________________
President

MONETTA FINANCIAL SERVICES, INC.

By____________________________
President

APPENDIX E

PROPOSED UNIFORM FUNDAMENTAL INVESTMENT RESTRICTIONS

The Monetta Fund operates in accordance with the investment objectives,
policies and restrictions described in its prospectus and Statement of
Additional Information.

Should the shareholders of the Monetta Fund approve all elements of Proposal 3,
the Fund will adopt the fundamental investment restrictions set forth below,
which may not be changed without a shareholder vote.

A. Diversification

The new fundamental investment restriction on diversification for the fund
would be:

The Fund may not invest more than 5% of its total assets (valued at the time of
investment) in securities of a single issuer, with respect to 75% of the value
of the Fund's total assets, except that this restriction does not apply to U.S.
Government Securities.

B. Concentration

The new fundamental investment restriction on concentration for the fund would
be:

The Fund may not invest more than 25% of its total assets (valued at the time
of investment) in securities of companies in any one industry, except that this
restriction does not apply to U.S. Government Securities.

C. Senior Securities

The new fundamental investment restriction on senior securities for the Fund
would be:

The Fund may not issue any senior security except to the extent permitted under
the Investment Company Act of 1940.

D. Borrowing

The new fundamental investment restriction on borrowing for the fund would be:

The Fund may not borrow money except from banks for temporary or emergency
purposes in amounts not exceeding 10% of the value of the Fund's total assets
at the time of borrowing, provided that the Fund will not purchase additional
securities when its borrowings exceed 5% of total assets.

E. Underwriting

The new fundamental investment restriction on underwriting for the fund would
be:

The Fund may not underwrite the distribution of securities of other issuers
except insofar as it may be deemed to be an "underwriter" for purposes of the
Securities Act of 1933 on disposition of securities subject to legal or
contractual restrictions on resale.

F. Commodities and Real Estate

The new fundamental investment restriction on commodities for the fund would
be:

The Fund may not purchase and sell commodities or commodity contracts, except
futures and options on futures.

The new fundamental investment restriction on real estate for the fund would
be:

The Fund may not purchase and sell real estate or interests in real estate,
although the Fund may invest in marketable securities of enterprises that
invest in real estate or interests in real estate.

G. Loans

The new fundamental investment restriction on loans for the fund would be:

The Fund may not make loans, but this restriction shall not prevent the Fund
from buying bonds, debentures or other debt obligations that are publicly
distributed or privately placed with financial institutions, investing in
repurchase agreements or lending portfolio securities, provided that it may not
lend securities if, as a result, the aggregate value of all securities loaned
would exceed 33% of its total assets (taken at market value at the time of such
loan).

H. Acquiring More Than 10% Of An Issuer's Securities

The new fundamental investment restriction on acquiring more than 10% of an
issuer's securities for the fund would be:

The Fund may not acquire securities of any one issuer, that at the time of
investment, represent more than 10% of the outstanding voting securities of the
issuer.

I. Short Selling And Margin Purchases

The new fundamental investment restriction on margin purchases for the fund
would be:

The Fund may not make margin purchases if securities, except for use of such
short-term credits as are needed for clearance of transactions in connection
with transactions in options, futures, and options on futures.

The new fundamental investment restriction on short selling for the fund would
be:

The Fund may not sell securities short or maintain a short position, except
securities that the Fund owns or has the right to acquire without payment of
additional consideration.

APPENDIX F

CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS

Investment Restrictions

The Monetta Fund operates under the following investment restrictions:

1) The Fund will not issue any senior
securities;

2) The Fund will not (i) sell securities short (unless the Fund owns an equal
amount of such securities or owns securities that are convertible or
exchangeable, without payment of further consideration, into an equal
amount of such securities), (ii) purchase securities on margin or (iii)
write put and call options;

3) The Fund will not borrow money in excess of 5% of the value of its total
assets, or pledge, mortgage or hypothecate its assets, at market value, to
an extent greater than 10% of the Fund's total assets at cost (and no
borrowing may be undertaken except from banks as a temporary measure for
extraordinary or emergency purposes);

4) The Fund will not invest more than 5% of its total assets in the
securities of any one issuer (this limitation shall not apply to
obligations issued or guaranteed by the United States Government, its
agencies and instrumentalities);

5) The Fund will not purchase the securities of companies in a particular
industry if, thereafter, more than 25% of the Fund's total assets would
consist of securities issued by companies in that industry (this
limitation shall not apply to obligations issued or guaranteed by the
United States Government, its agencies and instrumentalities);

6) The Fund will not acquire more than 10% of the outstanding voting
securities, or 10% of all of the securities, of any one issuer;

7) The Fund will not purchase the securities of any other investment
company;

8) The Fund will not purchase securities of any company with less than 3
years continuous operation (including that of any predecessor companies)
if such purchase would cause the Fund's investments in all such companies,
taken at cost, to exceed 5% of the value of the Fund's total assets;

9) The Fund will not purchase or retain the securities of any issuer if the
Officers and Directors of the Fund, or its Advisor, own individually more
than 1/2 of 1% of the securities of such issuer or together own more than
5% of the securities of such issuer;

10) The Fund will not act as securities underwriter, except to the extent
necessary in connection with the disposition of Fund shares, or invest in
real estate (although it may purchase shares of a real estate investment
trust) or invest in commodities, commodities contracts, or financial
futures contracts;

11) The Fund will not invest in companies for the purpose of exercising
control or management of such company;

12) The Fund will not invest in securities commonly referred to as "restricted
securities" which are required to be registered under the Securities Act
of 1933 before the securities can be resold to the public;

13) The Fund will not invest in repurchase agreements which mature in more
than seven days;

14) The Fund will not purchase shares which are not readily marketable;

15) The Fund will not make loans other than in accordance with the Fund's
investment objectives, including the purchase of a portion of an issue of
publicly distributed bonds, debentures or other securities, whether or not
the purchase was made upon the original issuance of the securities.

Each of the restrictions noted above is "fundamental" which means that it
cannot be changed without the approval of a majority of the Fund's outstanding
voting securities.