WORLD FUNDS INC /MD/
N-30D, 1998-04-27
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Semi-Annual Report

CSI Equity Fund
CSI Fixed Income Fund

CSI Capital Management
Financial Advisers
Investment Counsel


Semi-Annual Report
For the Period Ended
February 28, 1998



April 20, 1998



Dear Shareholder:

      We are pleased to enclose our first semi-annual  report for the CSI Equity
Fund and the CSI Fixed  Income  Fund.  Although  these are called  "semi-annual"
reports,  they actually  cover the period from October 15, 1997,  when the Funds
became effective with the Securities and Exchange  Commission,  through February
28, 1998. Due to market fluctuations in October and November,  the Funds did not
become fully invested until January 1998. During the time period covered, market
conditions  were good, and our Equity Fund posted a gain from a beginning  price
of $10 per share to a closing NAV of $10.84 on February 28, 1998, or an increase
of 8.4%.

      At this time,  the  domestic  stock  market as  measured  by the  commonly
accepted  indices (e.g. the S&P 500, the Dow Jones  Industrials,  etc.) is at an
all-time high.  Therefore,  a short-term  reversal of the almost straight upward
movement in market prices which the market has  experienced  recently may occur.
Any  disappointment in corporate  earnings,  the rate of inflation,  or interest
rates could be a factor  which would result in lower stock  prices.  Despite the
possibility  of a downturn in stock prices,  we believe the long-term  prospects
for  equities  to be very good.  We have  included  in the Equity  Fund a mix of
stocks whose  earnings we think will remain  strong even in the face of economic
conditions  less favorable  than today.  As you review the  semi-annual  report,
please  note  that  our  holdings  are  diversified  across  a  broad  range  of
industries,  and the companies are  headquartered  in many  different  countries
throughout Europe and the U.S.

Sincerely,



Leland H. Faust



<PAGE>

             SCHEDULE OF PORTFOLIO                              
             INVESTMENTS                                        
             February 28, 1998                                  
             (Unaudited)                                        

Number of                                         Market
shares       Description                          Value
- ---------    --------------------------           -------------

             Common Stocks:                96.46%

             Banking:                       3.45%
     8,400   Deutsche Bank ADR                         $576,969
                                                  -------------

             Beverages:                     3.21%
     2,900   Heinekin ADR                               538,095
                                                  -------------

             Chemicals:                     6.84%
    14,000   Bayer                                      590,160
     6,500   Minnesota Mining                           554,531
                                                  -------------
                                                      1,144,691
                                                  -------------

             Computer and Peripherals:      6.78%
    17,300   Compaq                                     554,681
     8,800   Cisco *                                    579,700
                                                  -------------
                                                      1,134,381
                                                  -------------

             Computer Software and          2.99%
             Services:
     8,200   Automatic Data Processing                  500,713
                                                  -------------

             Drug and Medical:             10.21%
     7,400   Abbott Labs                                553,613
     7,800   Johnson & Johnson                          588,900
     6,200   Novartis ADR                               565,462
                                                  -------------
                                                      1,707,975
                                                  -------------

             Electronics/Equipment:        14.05%
     8,600   Emerson Electric                           548,787
     8,500   Hewlett Packard Co.                        569,500
     6,800   Nokia ADR                                  685,100
     8,900   Siemens ADR                                547,557
                                                  -------------
                                                      2,350,944
                                                  -------------

             Food:                         10.41%
    14,000   Diageo Plc  ADR                            581,875
    14,600   Group Danone ADR                           582,174
     6,600   Nestle                                     577,883
                                                  -------------
                                                      1,741,932
                                                  -------------

             Household:                     6.82%
    10,100   Kimberly Clark                             562,444
     9,000   Unilever                                   578,813
                                                  -------------
                                                      1,141,257
                                                  -------------

             Insurance:                     7.30%
    13,100   Axa ADR                                    633,713
     5,400   Zurich Insurance ADR                       588,717
                                                  -------------
                                                      1,222,430
                                                  -------------

             Metals:                        3.55%
    11,000   Crown Cork & Seal                          594,000
                                                  -------------

             Oil:                           6.73%
     7,000   Chevron Corp.                              567,875
     7,400   Schlumberger                               557,775
                                                  -------------
                                                      1,125,650
                                                  -------------

             Retail:                        3.32%
     8,700   Home Depot                                 555,169
                                                  -------------

             Semi-Conductors:               7.23%
     6,700   Intel Corp.                                600,906
     8,000   S G S Thompson *                           609,000
                                                  -------------
                                                      1,209,906
                                                  -------------

             Telecommunications:            3.57%
    14,700   Corning                                    597,188
                                                  -------------

             Total Common Stocks:
             (Cost:  $15,017,363)                    16,141,300
                                                  -------------

             Short Term Investments:        3.52%
   588,065   Star Treasury Fund                         588,065
                                                  -------------

             Total Short Term
             Investments:
             (Cost:  $588,065)                          588,065
                                                  -------------
             Total Investments:
             (Cost:  $15,605,428)**        99.98%    16,729,365
             Other assets, net              0.02%         3,668
                                         --------   ----------- 
                                          100.00%   $16,733,033
                                         ========   ===========
                                                  

*Non-income  producing
** Cost for Federal income tax purposes is $15,605,428 and
net unrealized appreciation consists of:

             Gross unrealized appreciation           $1,127,693
             Gross unrealized depreciation              (3,756)
                                                  -------------
             Net unrealized appreciation             $1,123,937
                                                  =============


<PAGE>

Statement of Assets and Liabilities
February 28,1998 (Unaudited)
- --------------------------------------------------------------------------------

ASSETS
Investments at value (identified
 cost of $15,605,428) (Notes 1 & 3)                                $16,729,365

Receivables
  Dividends                                         $      18,159
  Interest                                                  3,247
                                                      -----------       
                                                                        21,406
Deferred organization costs                                             48,520
                                                                 --------------
    TOTAL ASSETS                                                    16,799,291
                                                                 --------------


LIABILITIES
Payables
  Investment management fees                               13,743 
  Organizational expense                                   48,520
                                                       -----------     
                                                                        62,263
Accrued expenses                                                         3,995
                                                                ---------------
    TOTAL LIABILITIES                                                   66,258
                                                                ---------------
NET ASSETS                                                         $16,733,033
                                                                ===============
NET ASSET VALUE, OFFERING
  AND REDEMPTION PRICE PER SHARE
  ($16,733,033/1,543,539 shares outstanding)                            $10.84
                                                                ===============



At  February  28,  1998 there  were  50,000,000  shares of $.01 par
  value  stock authorized and the components of net assets are:


    Paid in capital                                                $15,596,600
    Undistributed net investment income                                 12,496
    Net unrealized appreciation on investments                       1,123,937
                                                                ---------------
  Net Assets                                                       $16,733,033
                                                                ===============


See Notes to Financial Statements

<PAGE>

Statement of Operations                     
October 15, 1997 * to February 28, 1998 (Unaudited)
- --------------------------------------------------------------------------------
Investment Income:
  Dividend                                       $20,434
  Interest                                         9,800
                                            ------------
     Total income                                                  $     30,234


Expenses:
  Investment management fees (Note 2)             13,743
  Recordkeeping and administrative                
    services (Note 2)                              1,820    
  Transfer agent fees (Note 2)                     2,175
                                            ------------
    Total expenses                                                       17,738
                                                                   ------------
 Net investment income                                                   12,496
                                                                   ------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS

  Net unrealized gain on investments                                  1,123,937
                                                                   ------------
  Net gain on investments                                             1,123,937
                                                                   ------------
  Net increase in net assets
    resulting from operations                                      $  1,136,433
                                                                   ============

*  Commencement of operations

See Notes to Financial Statements

<PAGE>

Statement of Changes in Net Assets                         
- --------------------------------------------------------------------------------

                                                            October 15, 1997*
                                                                   to
                                                            February 28, 1998
                                                               (Unaudited)
                                                            ----------------
OPERATIONS
 Net investment income                                     $        12,496
 Net unrealized gain on investments                              1,123,937
                                                           ---------------
 Net increase (decrease) in net assets resulting                  
  from operations                                                1,136,433

CAPITAL SHARE TRANSACTIONS
 Net increase in net assets resulting from capital
  share transactions**                                          15,596,600 
                                                           ----------------
 Net increase in net assets                                     16,733,033
 Net assets at beginning of period                                       _
                                                           ----------------
NET ASSETS at the end of the period                        $    16,733,033
                                                           ================


**A summary of capital share transactions follows:


                                                      October 15, 1997* to
                                                      February 28, 1998
                                                          (Unaudited)
                                               ---------------------------------


                                                  Shares              Value
                                               ------------         ----------
Shares sold                                       1,543,539        $15,596,600
Shares redeemed                                         ---                ---
                                               ------------         ----------
Net increase                                      1,543,539        $15,596,600
                                               ============         ==========


* Commencement of operations

See Notes to Financial Statements



<PAGE>

Financial Highlights                
For a Share Outstanding Throughout The Period
- --------------------------------------------------------------------------------
                                                            October 15, 1997 *
                                                                    to
                                                            February 28, 1998
                                                               (Unaudited)
                                                            ------------------
Per Share Operating Performance
Net asset value, beginning of period                              $10.00   
                                                            ------------------
Income from investment operations
   Net unrealized gain on investments                               0.84
                                                            ------------------
    Total from investment operations                                0.84
                                                            ------------------
Net asset value, end of period                                    $10.84
                                                            ==================

Total Return                                                        8.40%

Ratios/Supplemental Data
Net assets, end of period (000's)                                $16,733
Ratio to average net assets-
  Expenses                                                          1.50% **
  Net investment income                                             1.06% **
Portfolio turnover rate                                             0.00%
Average broker commission rate per share                         $0.0600

*   Commencement of operations.
**  Annualized

See Notes to Financial Statements

<PAGE>

Notes to the Financial Statements  
February 28, 1998 (Unaudited)

NOTE  1-SIGNIFICANT  ACCOUNTING  POLICIES--The CSI Equity Fund (the "Fund") is a
series of The World Funds, Inc. ("TWF") which is registered under The Investment
Company Act of 1940, as amended,  as a diversified  open-end management company.
The Fund was  established  in 1997 as a series of TWF which has allocated to the
Fund 50,000,000 of its 250,000,000 shares of $.01 par value common stock.

The  objective  of the Fund is to achieve  growth of capital by  investing  in a
portfolio  composed  of common  stocks and  securities  convertible  into common
stocks,  such  as,  warrants,   convertible  bonds,  debentures  or  convertible
preferred  stock.  In seeking to meet its  objective,  the Fund will invest on a
global basis.

The  following  is a summary of  significant  accounting  policies  consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

A.    Security  Valuation.  Investments traded on stock exchanges are valued at
      the last quoted sales price on the exchange on which the  securities  are
      traded  as of the close of  business  on the last day of the  period  or,
      lacking  any  sales,  at the last  available  bid price.  In cases  where
      securities  are  traded on more than one  exchange,  the  securities  are
      valued  on the  exchange  designated  by or under  the  authority  of the
      Fund's  Board of  Directors.  Securities  traded in the  over-the-counter
      market   are   valued   at  the  last   available   sale   price  in  the
      over-the-counter   market   prior   to  time  of   valuation.   Temporary
      investments in U.S. dollar denominated  short-term investments are valued
      at amortized cost, which approximates market.  Portfolio securities which
      are primarily  traded on foreign  exchanges  are generally  valued at the
      closing price on the exchange on which they are traded,  and those values
      are then translated into U.S. dollars at the current exchange rate.

B.    Federal Income Taxes.  The Fund intends to comply with the requirements of
      the Internal Revenue Code applicable to regulated investment companies and
      to distribute all of its taxable income to its shareholders. Therefore, no
      provision for federal income taxes is required.

C.    Security  Transactions and Dividends.  Security transactions are accounted
      for on the trade date. The cost of securities sold is determined generally
      on a first-in,  first-out basis. Dividends are recorded on the ex-dividend
      date.

D.    Currency Translation.  The market values of foreign securities,  currency
      holdings,  other assets and  liabilities  initially  expressed in foreign
      currencies are recorded in the financial  statements after translation to
      U.S.  dollars based on the exchange  rates at the end of the period.  The
      cost of such  holdings is determined  using  historical  exchange  rates.
      Income and expenses are translated at approximate  rates  prevailing when
      accrued or incurred.  Foreign  securities and currency  transactions  may
      involve certain  considerations  and risks not typically  associated with
      those of domestic origin.

E.    Distribution to  Shareholders.  Distribution  from  investment  income and
      realized  gains,  if any, are  recorded on the  ex-dividend  date.  Income
      distributions and capital gain  distributions are determined in accordance
      with  income tax  regulations  which may differ  from  generally  accepted
      accounting  principles.  These  differences are primarily due to differing
      treatments for foreign  currency  transactions,  net operating  losses and
      post-October capital and currency losses.

F.    Use of Estimates.  In preparing  financial  statements in conformity  with
      generally accepted accounting  principles,  management makes estimates and
      assumptions  that affect the reported amounts of assets and liabilities at
      the date of the financial  statements,  as well as the reported amounts of
      revenues and expenses  during the reporting  period.  Actual results could
      differ from those estimates.

G.    Deferred  Organizational  Expenses. All of the expenses of TWF incurred in
      connection  with its  organization  and the public  offering of its shares
      have been assumed by the series funds of TWF.  The  organization  expenses
      allocable  to The CSI  Equity  Fund are being  amortized  over a period of
      fifty-five (55) months from March 1998.

NOTE 2-INVESTMENT  MANAGEMENT AND DISTRIBUTION AGREEMENTS AND OTHER--Pursuant to
an Investment Advisory  Agreement,  the Advisor,  CSI Capital  Management,  Inc.
("CSI") provides investment services for an annual fee of 1.00% of average daily
net assets of the Fund.

As provided in the Administrative  Agreement,  the Fund reimbursed  Commonwealth
Shareholder  Services,  Inc.  ("CSS"),  its  administrative  agent,  $1,820  for
providing  shareholder  services,  recordkeeping,  administrative  services  and
blue-sky filings.  The Fund compensates CSS for blue-sky and certain shareholder
servicing  on an hourly  rate  basis.  For other  administrative  services,  CSS
receives 0.20% of average daily net assets of the Fund on the first $50 million,
0.15% per  annum of the  average  daily  net  assets  from $50  million  to $100
million,  and 0.10% per annum of the average daily net assets over $100 million,
with a minimum fee of $15,000.

Fund  Services,  Inc.  ("FSI") is the Fund's  Transfer and Dividend  Disbursing
Agent.  FSI received  $2,175 for its services for the period ended February 28,
1998.

Certain officers and/or directors of the Fund are also officers and/or directors
of CSI, CSS, and FSI.

NOTE  3-INVESTMENTS/CUSTODY--Purchases of securities other than short-term notes
aggregated $15,017,363.


<PAGE>

                    SCHEDULE OF PORTFOLIO INVESTMENTS
                      February 28, 1998 (Unaudited)

Principle                                                                Market
Amount       Description                                                  Value
- ---------    ----------------------------------------           ---------------

             U. S. Government Securities:                94.22%

             Matures in 1-5 Years:                       33.52%
$1,500,000   U. S. Treasury Note 5.625%;  November 30, 1999          $1,500,938
 1,000,000   U. S. Treasury Note 6.875%;  March 31, 2000              1,025,312
 1,500,000   U. S. Treasury Note 5.25%; January 31, 2001              1,487,345
 1,500,000   U. S. Treasury Note 5.75%; October 31, 2002              1,507,500
 1,500,000   U. S. Treasury Note 6.25%; February 15, 2003             1,540,313
                                                                ---------------
                                                                      7,061,408
                                                                ---------------
             Matures in 6-10 Years:                      39.31%
 1,500,000   U. S. Treasury Note 7.25%; August 15, 2004               1,628,437
 2,000,000   U. S. Treasury Note 6.50%; May 15, 2005                  2,098,126
 1,500,000   U. S. Treasury Note 5.875%; November 15, 2005            1,515,937
 1,500,000   U. S. Treasury Note 5.625%; February 15, 2006            1,492,500
 1,500,000   U. S. Treasury Note 6.125%; August 15, 2007              1,546,407
                                                                ---------------
                                                                      8,281,407
                                                                ---------------
             Matures in Over 10 Years:                   21.39%
 4,500,000   U. S. Government Bond 6.00%; February 15, 2026           4,507,034
                                                                ---------------
             Total U. S. Government Securities:
             (Cost:  $20,019,798)                                    19,849,849
                                                                ---------------
             Short Term Investment:                       4.85%
 1,021,624   Star Treasury Fund
             (Cost:  $1,021,624)                                      1,021,624
                                                                ---------------
             Total Investments:
             (Cost:  $21,041,422)*                       99.07%      20,871,473
             Other assets, net                            0.93%         196,819
                                                        -------     -----------
             Net assets                                 100.00%     $21,068,292
                                                        =======     ===========

*  Cost for Federal income tax purposes is $21,041,422 and net unrealized
depreciation consists of:

             Gross unrealized appreciation                    $               0
             Gross unrealized depreciation                            (169,949)
                                                                ---------------
             Net unrealized depreciation                      $       (169,949)
                                                                ===============
See Notes to Financial Statements


<PAGE>

Statement of Assets and Liabilities
February 28, 1998 (Unaudited)
- --------------------------------------------------------------------------------

ASSETS
Investments at value (identified cost of                           $20,871,473
  $21,041,422)(Notes 1 & 3)

Receivables
  Interest                                          $     192,138
  Subscription                                             20,000
                                                      ----------- 
                                                                       212,138
Deferred organization costs                                             48,520
                                                                  ------------
    TOTAL ASSETS                                                    21,132,131
                                                                  ------------

LIABILITIES
Payables
  Investment management fees                                8,788
  Organization expense                                     48,520
                                                      -----------
                                                                        57,308
Accrued expenses                                                         6,531
                                                                  ------------
   TOTAL LIABILITIES                                                    63,839
                                                                  ------------
NET ASSETS                                                         $21,068,292
                                                                  ============
NET ASSET VALUE, OFFERING
  AND REDEMPTION PRICE PER SHARE
  ($21,068,292/2,118,347 shares outstanding)                       $      9.95
                                                                  ============



At  February  28,  1998 there  were  50,000,000  shares
 of $.01 par value  stock authorized and the
 components of net assets are:
  Paid in capital                                                  $21,173,883
  Undistributed net investment income                                   64,358
  Net unrealized depreciation of investments                          (169,949)
                                                                  -------------
  Net Assets                                                       $21,068,292
                                                                  =============

See Notes to Financial Statements


<PAGE>

Statement of Operations                                  
October 15, 1997 * to February 28, 1998 (Unaudited)
- ------------------------------------------------------------------------------
Investment Income:
  Interest                                                       $       79,678
                                                                   ------------
Expenses:
  Investment management fees (Note 2)     $       17,576
  Recordkeeping and administrative                 
    services (Note 2)                              3,064
  Transfer agent fees (Note 2)                     2,755
  Other                                              713
                                            ------------
  Total expenses                                                         24,108
Less: Management fee waiver (Note 2)                                     (8,788)
                                                                   ------------
Expenses, net                                                            15,320
                                                                   ------------
 Net investment income                                                   64,358
                                                                   ------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS

  Net unrealized loss on investments                                   (169,949)
                                                                    ------------
  Net loss on investments                                              (169,949)
                                                                    ------------
  Net decrease in net assets resulting from               
    operations                                                   $     (105,591)
                                                                    ============

*  Commencement of operations

See Notes to Financial Statements


<PAGE>

Statement of Changes in Net Assets                              
- --------------------------------------------------------------------------------

                                                       October 15, 1997 * to
                                                         February 28, 1998
                                                            (Unaudited)
                                                       ---------------------
OPERATIONS
 Net investment income                                   $      64,358    
 Net unrealized loss on investments                           (169,949)
                                                         --------------   
 Net decrease in net assets resulting from 
   operations                                                 (105,591)

CAPITAL SHARE TRANSACTIONS
 Net increase in net assets resulting from capital
     share transactions                                     21,173,883
                                                         -------------
 Net increase in net assets                                 21,068,292
 Net assets beginning of period                                      _
                                                         -------------
NET ASSETS at the end of period                          $  21,068,292
                                                         =============


**A summary of capital share transactions follows:

                                                 October 15, 1997 * to
                                                   February 28, 1998
                                                     (Unaudited)
                                         ----------------------------------


                                      Shares                       Value
                                     ---------                  ----------
Shares sold                          2,124,528                  $21,235,579
Shares redeemed                         26,587                      (61,696)
                                     ---------                  -----------
Net increase                         2,118,347                  $21,173,883
                                     =========                  ===========


*Commencement of operations

See Notes to Financial Statements


<PAGE>

Financial Highlights                                
For a Share Outstanding Throughout The Period       
- --------------------------------------------------------------------------------
                                                         October 15, 1997 * to
                                                           February 28, 1998
                                                              (Unaudited)
                                                         ----------------------
Per Share Operating Performance
Net asset value, beginning of period                             $10.00
                                                                --------
Income from investment operations
   Net unrealized loss on investments                             (0.05)
                                                                --------
    Total from investment operations                              (0.05)
                                                                --------
Net asset value, end of period                                    $9.95
                                                                ========
Total Return                                                      (0.50)%

Ratios/Supplemental Data
Net assets, end of period (000's)                               $21,068
Ratio to average net assets-
  Expenses (Net of 0.50% management fee waiver)                    1.00% **
  Net investment income (Net of 0.50% management                   4.20% **
    fee waiver)
Portfolio turnover rate                                            0.00%


*   Commencement of operations
**  Annualized

See Notes to Financial Statements

<PAGE>

Notes to the Financial Statements   
February 28, 1998 (Unaudited)

NOTE 1-SIGNIFICANT  ACCOUNTING  POLICIES--The CSI Fixed Income Fund (the "Fund")
is a series of The World  Funds,  Inc.  ("TWF")  which is  registered  under The
Investment Company Act of 1940, as amended, as a diversified open-end management
company. The Fund was established in 1997 as a series of TWF which has allocated
to the Fund 50,000,000 of its 250,000,000 shares of $.01 par value common stock.

The  objective  of the  Fund is to seek  current  income  by  investing  in debt
securities.  The Fund seeks to achieve its objective by investing in obligations
issued or guaranteed by the U.S.  Government,  its  agencies,  authorities,  and
instrumentalities   ("U.S.   Government   Securities"),   municipal  securities,
corporate  debt  securities,  zero  coupon  bonds,  as  well as  obligations  of
governments, instrumentalities and corporations outside the U.S.


The  following  is a summary of  significant  accounting  policies  consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

A.    Security Valuation.  Money market investments with a remaining maturity of
      less than sixty days are valued  using the  amortized  cost  method;  debt
      securities are valued by appraising  them at prices  supplied by a pricing
      agent  approved  by the  Fund,  which  prices  may  reflect  broker-dealer
      supplied valuations and electronic data processing techniques.

B.    Federal Income Taxes.  The Fund intends to comply with the requirements of
      the Internal Revenue Code applicable to regulated investment companies and
      to distribute all of its taxable income to its shareholders. Therefore, no
      provision for federal income taxes is required.

C.    Security Transactions and Dividends.  Security transactions are accounted
      for on the trade date.  The cost of  securities  sold is  determined on a
      first-in, first-out basis.

D.    Distribution to  Shareholders.  Distribution  from  investment  income and
      realized  gains,  if any, are  recorded on the  ex-dividend  date.  Income
      distributions and capital gain  distributions are determined in accordance
      with  income tax  regulations  which may differ  from  generally  accepted
      accounting  principles.   These  differences  are  primarily  due  to  net
      operating losses and post-October capital and currency losses.

E.    Use of Estimates.  In preparing  financial  statements in conformity  with
      generally accepted accounting  principles,  management makes estimates and
      assumptions  that affect the reported amounts of assets and liabilities at
      the date of the financial  statements,  as well as the reported amounts of
      revenues and expenses  during the reporting  period.  Actual results could
      differ from those estimates.

F.    Deferred  Organizational  Expenses. All of the expenses of TWF incurred in
      connection  with its  organization  and the public  offering of its shares
      have been assumed by the series funds of TWF.  The  organization  expenses
      allocable to The CSI Fixed Income Fund are being  amortized  over a period
      of fifty-five (55) months from March 1998.

NOTE 2-INVESTMENT  MANAGEMENT AND DISTRIBUTION AGREEMENTS AND OTHER--Pursuant to
an Investment Advisory  Agreement,  the Advisor,  CSI Capital  Management,  Inc.
("CSI") provides investment services for an annual fee of 1.00% of average daily
net assets of the Fund.

CSI has  voluntarily  agreed to waive  all or a portion  of its fees in order to
limit operating expenses. Fee waivers are voluntary and may be terminated at any
time.

As provided in the Administrative  Agreement,  the Fund reimbursed  Commonwealth
Shareholder  Services,  Inc.  ("CSS"),  its  administrative  agent,  $3,064  for
providing  shareholder  services,  recordkeeping,  administrative  services  and
blue-sky filings.  The Fund compensates CSS for blue-sky and certain shareholder
servicing  on an hourly  rate  basis.  For other  administrative  services,  CSS
receives 0.20% of average daily net assets of the Fund on the first $50 million,
0.15% per  annum of the  average  daily  net  assets  from $50  million  to $100
million,  and 0.10% per annum of the average daily net assets over $100 million,
with a minimum fee of $15,000.

Fund  Services,  Inc.  ("FSI") is the Fund's  Transfer and Dividend  Disbursing
Agent.  FSI received  $2,755 for its services for the period ended February 28,
1998.

Certain officers and/or directors of the Fund are also officers and/or directors
of CSI, CSS, and FSI.

NOTE  3-INVESTMENTS/CUSTODY--Purchases of securities other than short-term notes
aggregated $20,023,476.





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