As filed with the Securities and Exchange Commission on March 30, 1999
Registration No. 333-29289
File No. 811-8255
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |__|
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Pre-Effective Amendment No. ______ |__|
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Post-Effective Amendment No. 6 | X|
and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |__|
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Amendment No. 7 | X|
(Check appropriate box or boxes)
THE WORLD FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
1500 Forest Avenue, Suite 223, Richmond, Virginia 23229
(Address of Principal Executive Offices)(Zip Code)
(800)-527-9525
Registrant's Telephone Number, Including Area Code
Steven M. Felsenstein, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practical after this
post-effective amendment of this registration statement becomes effective.
It is proposed that this filing will become effective (check appropriate box)
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|_X| immediately upon filing pursuant to paragraph (b)
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|__| on (date) pursuant to paragraph (b)
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| _ 60 days after filing pursuant to paragraph (a)(1)
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|__| on (date) pursuant to paragraph (a)(1)
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|__| 75 days after filing pursuant to paragraph (a)(2)
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|__| on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
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|__| This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
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TABLE OF CONTENTS
This Filing of a post-effective amendment to the Registrant's
registration statement on Form N-1A consists of the following:
1. The prospectus of the CSI Equity Fund series and CSI Fixed
Income Fund series of the Registrant are hereby incorporated
by reference to post-effective amendment to the
Registrant's registration statement on Form N-1A No. 5
filed with the U.S. Securities and Exchange Commission on
January 29, 1999;
2. The statement of additional information of the CSI Equity Fund
series and CSI Fixed Income Fund series of the Registrant are
hereby incorporated by reference to post-effective
amendment No. 5 to the Registrant's registration statement
on Form N-1A filed with the U.S. Securities and Exchange
Commission on January 29, 1999; and
3. Part C.
This filing of a post-effective amendment to the Registrant's
registration statement on Form N-1A does not in any way amend or modify
the currently effective prospectuses and statements of additional
information of the three other series of the Registrant, namely the
Sand Hill Portfolio Manager Fund, Third Millennium Russia Fund and The
New Market Fund series.
The following is added at the end of the Statement of Additional
Information of the CSI Equity Fund series and CSI Fixed Income Fund
series of the Registrant.
The financial statements, including notes to financial statements, and
reports of independent accountants of the Company with respect to the
Equity Fund and the Fixed Income Fund, for the fiscal year ended August
31,1998 are hereby incorporated by reference herein to the Annual
Report to Shareholders of the Company with respect to the Equity Fund
and the Fixed Income Fund as filed with the U.S. Securities and
Exchange Commission on October 31, 1998.
<PAGE>
y
PART C - OTHER INFORMATION
ITEM 23. EXHIBITS
(a) (1) Articles of Incorporation of the Registrant are
herein incorporated by reference to the Registrant's
Initial Registration from the Statements on Form N-1A
(File Nos. 333-29289 and 811-8255) filed with the
Securities and Exchange Commission (the "SEC") on
June 16, 1997.
(2) Articles Supplementary of the Registrant creating the
CSI Equity Fund series and the CSI Fixed Income Fund
series are herein incorporated by reference to
Post-Effective Amendment No. 1 to Registrant's
Initial Registration Statement on Form N-1A (File
Nos. 333-29289 and 811-8255).
(3) Articles Supplementary of the Registrant creating the
Third Millennium Russia Fund series and the New
Market Fund series are herein incorporated by
reference to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A File
Nos. 333-29289 and 811-8255) as filed with the SEC on
July 8, 1998.
(4) Articles Supplementary of the Registrant increasing
the amount of authorized shares are herein
incoporated by reference to Post-Effective
Amendment No. 4 to Registrant's Registration
Statement on Form N-1A (File Nos. 333-28289
and 811-8255) as filed with
the SEC on July 8, 1998.
(b) By-Laws of the Registrant are incorporated by reference herein
to the Registrant's Registration Statement on Form N-1A (File
Nos. 333-29289 and 811-8255) filed with the SEC on June 16,
1997.
(c) Not Applicable.
(d) (1) Investment Advisory Agreement dated August 19,
1997 between Sand Hill Advisors, Inc. and the
Registrant on behalf of the Sand Hill Portfolio
Manager Fund is herein incorporated by reference to
Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos.
333-29289 and 811-8255) as filed with the SEC on
December 1, 1997.
(2) Investment Advisory Agreement dated October 14, 1997
between CSI Capital Management, Inc. and the
Registrant on behalf of the CSI Equity Fund is herein
incorporated by reference to Amendment Post-Effective
No. 2 to Registrant's Registration Statement on Form
N-1A (File Nos. 333-29289 and 811-8255) as filed with
the SEC on December 1, 1997.
(3) Investment Advisory Agreement dated October 14, 1997
between CSI Capital Management Inc. and the
Registrant on behalf of the CSI Fixed Income Fund is
herein incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration
Statement on Form N-1A (File Nos. 333-29289 and
811-8255) as filed with the SEC on December 1, 1997.
(4) Investment Advisory Agreement between Third
Millennium Investment Advisors LLC and the Registrant
on behalf of the Third Millennium Russia Fund series
is herein incorporated by reference to Amendment No.
5 to Registrant's Registration Statement on Form N-1A
(File No. 811-8255) as filed with the SEC on December
29, 1998.
(5) Investment Management Agreement between Virginia
Management Investment Corporation and the Registrant
on behalf of New Market Fund series is herein
incorporated by reference to Amendment No. 5 to
Registrant's Registration Statement on Form N-1A
(File No. 811-8255) as filed with the SEC on December
29, 1998.
(6) Investment Advisory Agreement between Virginia
Management Investment Corporation and the London
Company of Virginia on behalf of New Market Fund
series is herein incorporated by reference to
Amendment No. 5 to Registrant's Registration
Statement on Form N-1A (File No. 811-8255) as filed
with the SEC on December 29, 1998.
(e) (1) Distribution Agreement dated August 19, 1997 between
First Dominion Capital Corp. and the
Registrant is herein incorporated by reference to
Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A
(File Nos. 333-29289 and 811-8255) as
filed with the SEC on December 1, 1997.
(2) Distribution Agreement dated September 21, 1998
between First Dominion Capital Corporation and the
Registrant is deleted and is no longer filed.
(3) FORM OF Broker-Dealer Selling Agreement is herein
incorporated by reference to Post-Effective
Amendment No. 4 to Registrant's Registration
Statement on Form N-1A (File Nos. 333-29289 and
811-8255) as filed with the SEC on July 8, 1998.
(f) Not Applicable.
(g) (1) Custody Agreement dated August 19, 1997 between
Star Bank, N.A. and the Registrant on behalf of the
Sand Hill Portfolio Manager Fund is herein
incorporated by reference to Post-Effective Amendment
No. 2 to Registrant's Registration Statement on Form
N-1A (File Nos. 333-29289 and 811-8255) as filed with
the SEC on December 1, 1997.
(2) Custody Agreement dated October 14, 1997 between Star
Bank, N.A. and the Registrant is herein incorporated
by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A
(File Nos. 333-29289 and 811-8255) as filed with the
SEC on December 1, 1997.
(3) Custody Agreement dated October 28, 1998 between
Brown Brothers Harriman & Co. and the Registrant on
behalf of the Third Millennium Russia Fund is
herein incorporated by reference to Amendment No. 5
to Registrant's Registration Statement on Form N-1A
File No. 811-8255) as filed with the SEC on December
28, 1998.
(4) Foreign Custody Manager Delegation Agreement between
Brown Brothers Harriman & Co. and the Registrant
dated June 26, 1998 on behalf of the Third Millennium
Russia Fund is herein incorporated by reference to
Post-Effective Amendment No. 5 to the Registrant's
Registration Statement on Form N-1A (File Nos. 333-
29289 and 811-8255) as filed with the SEC on January
29, 1999.
(h) (1) Transfer Agency Agreement dated August 19, 1997
between Fund Services, Inc. and the
Registrant is herein incorporated by reference to
Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File Nos.
333-29289 and 811-8255) as filed with the SEC
on December 1, 1997.
(2) Administrative Services Agreement dated August 19,
1997 between Commonwealth Shareholder Services, Inc.
and the Registrant on behalf of the Sand Hill
Portfolio Manager Fund is herein incorporated by
reference to Post- Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A
(file Nos. 333-29289 and 811-8255) as filed with the
SEC on December 1, 1997.
(3) Administrative Services Agreement dated October 14,
1997 between Commonwealth Shareholder Services, Inc.
and the Registrant on behalf of the CSI Equity Fund
is herein incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration
Statement on Form N-1A (file Nos. 333-29289 and
811-8255) as filed with the SEC on December 1, 1997.
(4) Administrative Services Agreement dated October 14,
1997 between Commonwealth Shareholder Services, Inc.
and the Registrant on behalf of the CSI Fixed Income
Fund is herein incorporated by reference to
Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (file Nos.
333-29289 and 811-8255) as filed with the SEC on
December 1, 1997.
(5) Administrative Services Agreement between
Commonwealth Shareholder Services, Inc. and the
Registrant on behalf of the Third Millennium Russia
Fund series is herein incorporated by reference to
Amendment No. 5 to Registrant's Registration
Statement on Form N-1A (File No. 811-8255) as filed
with the SEC on December 29, 1998.
(6) Administrative Services Agreement between
Commonwealth Shareholder Services, Inc. and the
Registrant on behalf of the New Market Fund series
in herein incorporated by reference to Amendment
No 5 to Registrant's Registration Statement
on Form N-1A (File No.8255) as filed with the SEC on
December 29, 1998.
(7) Fund Accounting Servicing Agreement dated October 14,
1997 between Star Bank, N.A. and the Registrant on
behalf of the Sand Hill Portfolio Manager Fund is
herein incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration
Statement on Form N-1A (file Nos. 333-29289 and
811-8255) as filed with the SEC on December 1, 1997.
(8) Fund Accounting Servicing Agreement dated October 14,
1997 between Star Bank N.A. and the Registrant is
herein incorporated by reference to Post-Effective
Amendment No. 2 to Registrant's Registration
Statement on Form N-1A (file Nos. 333-29289 and
811-8255) as filed with the SEC on December 1, 1997.
(9) Accounting Agency Agreement between Brown Brothers
Harriman & Co. and the Registrant dated October 28,
1998 on behalf of the Third Millennium Russia Fund is
herein incorporated by reference to Post-Effective
Amendment No. 5 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-29289 and 811-
8255) as filed with the SEC on January 29, 1999.
(i) Not Applicable.
(j) Consent of Independent Accountants is filed herewith as
Exhibit EX-99.j.
(k) Not Applicable.
(l) Not applicable.
(m) (1) Distribution Plan pursuant to Rule 12b-1 dated
September 21, 1998 on behalf of the Third Millennium
Russia Fund series is herein incorporated by
reference to Post Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A
(File No. 8255) as filed with the SEC on December 29,
1998.
(2) Distribution Plan pursuant to Rule 12b-1 dated
September 21, 1998 on behalf of the New Market Fund
series is herein incorporated by reference to Post
Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A (File No. 8255)
as filed with the SEC on December 29, 1998.
(n) (1) Financial data schedule for the CSI Equity Fund is
herein incorporated by reference to Post-Effective
Amendment No. 5 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-29289 and 811-
8255) as filed with the SEC on January 29, 1999.
(2) Financial data schedule for the CSI Fixed Income
Fund is herein incorporated by reference to Post-
Effective No 5 to the Registrant's Registration
Statement on Form N-1A (File Nos. 333-29289 and 811-
8255) as filed with the SEC on January 29, 1999.
(o) Not Applicable.
(p) Powers-of-Attorney for Samuel Boyd, Jr., William E. Poist and
Paul M. Dickinson are incorporated by reference to the
Registrant's Initial Registration Statement on Form N-1A (File
Nos. 333-29289 and 811-8255) as filed with the SEC on June 16,
1997.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 25. INDEMNIFICATION.
The Registrant is incorporated under the General Corporation Law (the
"GCL") of the State of Maryland. The Registrant's Articles of
Incorporation provide the indemnification of directors, officers and
other agents of the corporation to the fullest extent permitted under
the GCL. The Articles limit such indemnification so as to comply with
the prohibition against indemnifying such persons under Section 17 of
the Investment Company Act of 1940, as amended, for certain conduct set
forth in that section ("Disabling Conduct"). Contracts between the
Registrant and various service providers include provisions for
indemnification, but also forbid the Registrant to indemnify affiliates
for Disabling Conduct.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.
Sand Hill Advisors, Inc., the investment advisor to the Sand Hill
Portfolio Manager Fund series, provides investment advisory services
consisting of portfolio management for a variety of individuals and
institutions and as of December 31, 1998, had approximately $340
million in assets under management.
CSI Capital Management, Inc., ("CSI") the investment advisor to the CSI
Equity Fund series and the CSI Fixed Income Fund series, provides
investment advisory services consisting of portfolio management for
a variety of individuals and institutions and as of December 31, 1998
had approximately $175 million in assets under management. A principal
of CSI acts as trustee supervising an additional $30 million in assets.
Third Millennium Investment Advisors, LLC, the investment advisor to
the Third Millennium Russia Fund, is a newly formed advisor formed for
the purpose of advising Registered Investment Companies.
Virginia Management Investment Corporation, the investment manager to
the New Market Fund series is a newly formed advisor formed for the
purpose of advising Registered Investment Companies. The London
Company of Virginia (The London Company") is the investment advisor
to the New Market Fund pursuant to an Investment Advisory Agreement
between Virginia Management Investment Corporation and The London
Company.
For information as to any other business, profession, vocation or
employment of a substantial nature in which each of the foregoing
investment advisors, and each director, officer or partner of such
investment advisors, is or has been engaged within the last two
fiscal years for his or her own account or in the capacity of
director, officer, employee, partner or trustee, reference is
made to the investment advisor's Form ADV listed opposite the
investment advisor's name below, which is currently on file with the
SEC as required by the Investment Advisors Act of 1940, as amended.
Name of Investment Adviser Form ADV File Number
Sand Hill Advisors, Inc. 801-17601
CSI Capital Management, Inc. 801-14549
Third Millennium Investment Advisors, LLC 801-55720
Virginia Management Investment Corporation 801-55697
The London Company of Virginia 801-46604
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Vontobel Funds, Inc.
(b)
Name and Principal Position and Office Positions and
Business Address with Underwriter Offices with Fund
John Pasco, III President, Chief Chairman, President
1500 Forest Avenue Financial Officer, and Treasurer
Suite 223 Treasurer and
Richmond VA 23229 Director
Mary T. Pasco Director Assistant Secretary
1500 Forest Avenue
Suite 223
Richmond, VA 23229
Darryl S. Peay Vice President Assistant Secretary
1500 Forest Avenue Assistant Compliance
Suite 223 Officer
Richmond, VA 23229
Lori J. Martin Vice President and None
1500 Forest Avenue Assistant Secretary
Suite 223
Richmond, VA 23229
F. Byron Parker, Jr. Secretary Secretary
Mustian & Parker
8002 Discovery Drive
Suite 101
Richmond, VA 23229
(c) Not Applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
The accounts, books or other documents of the Registrant required to be
maintained by Section 31 (a) of the Investment Company Act of 1940, as
amended, and the rules promulgated thereunder are kept in several
locations:
(a) Shareholder account records (including share ledgers,
duplicate confirmations, duplicate account statements and
applications forms) of the Registrant are maintained by its
transfer agent, Fund Services, Inc., at 1500 Forest Avenue,
Suite 111, Richmond, VA. 23229.
(b) With respect to Sand Hill Portfolio Manager Fund series:
Investment records including research information, records
relating to the placement of brokerage transactions,
memorandums regarding investment recommendations for
supporting and/or authorizing the purchase or sale of assets,
information relating to the placement of securities
transactions, and certain records concerning investment
recommendations of the Sand Hill Portfolio Manager Fund series
are maintained at the series' investment advisor, Sand Hill
Advisors, Inc., at 3000 Sand Hill Road, Building 3, Suite 150,
Menlo Park, CA 94025.
(c) With respect to CSI Fixed Income Fund series and CSI Equity
Fund Series: Investment records including research
information, records relating to the placement of brokerage
transactions, memorandums regarding investment recommendations
for supporting and/or authorizing the purchase or sale of
assets, information relating to the placement of securities
transactions, and certain records concerning investment
recommendations of the CSI Fixed Income Fund and CSI Equity
Fund series are maintained at the series' investment advisor,
CSI Capital Management, 445 Bush Street, 5th Floor, San
Francisco, CA 94108.
(d) With respect to Third Millennium Russia Fund series:
Investment records including research information, records
relating to the placement of brokerage transactions,
memorandums regarding investment recommendations for
supporting and/or authorizing the purchase or sale of assets,
information relating to the placement of securities
transactions, and certain records concerning investment
recommendations of the Third Millennium Russia Fund series are
maintained at the series' investment advisor, Third Millennium
Investment Advisors, LLC, 515 Madison Avenue, 24th Floor, New
York, N.Y. 10022.
(e) With respect to the New Market Fund series: Investment records
including research information, records relating to the
placement of brokerage transactions, memorandums regarding
investment recommendations for supporting and/or authorizing
the purchase or sale of assets, information relating to the
placement of securities transactions, and certain records
concerning investment recommendations of the New Market Fund
series are maintained at the series' Investment Advisor, The
London Company Riverfront Plaza, West Tower, 901 E. Byrd
Street, Suite 1350A, Richmond, Virginia 23219.
(f) Accounts and records for portfolio securities and other
investment assets, including cash of the Sand Hill Portfolio
Manager Fund, the CSI Fixed Income Fund, the CSI Equity Fund
and the New Market Fund series are maintained in the custody
of the Registrant's custodian bank, Star Bank, N.A., 425
Walnut Street, P.O. Box 1118, Cincinnati, Ohio 45201-1118.
(g) Accounts and records for portfolio securities and other
investment assets, including cash of the Third Millennium
Russia Fund series are maintained in the custody of the
Registrant's custodian bank, Brown Brothers Harriman & Co., 40
Water Street, Boston, MA. 02109.
(h) Accounting records, including general ledgers, supporting
ledgers, pricing computations, etc. of the Sand Hill Portfolio
Manager Fund, the CSI Fixed Income Fund, the CSI Equity Fund
and the New Market Fund series are maintained by the
Registrant's accounting services agent, Star Bank, N.A., 425
Walnut Street, P.O. Box 1118, Cincinnati, Ohio 45201-1118.
(i) Accounting records, including general ledgers, supporting
ledgers, pricing computations, etc. of the Third Millennium
Russia Fund series are maintained by the Registrant's
accounting services agent, Brown Brothers Harriman & Co., 40
Water Street, Boston, MA. 02109.
(j) Administrative records, including copies of the charter,
by-laws, minute books, agreements, compliance records and
reports, certain shareholder communications, etc., are kept at
the Registrant's principal office, at 1500 Forest Avenue,
Suite 223, Richmond, VA 23229, by the Registrant's
Administrator, Commonwealth Shareholder Services, Inc., whose
address is the same as Registrant's.
(k) Records relating to distribution of shares of the Registrant
are maintained by the Registrant's distributor, First Dominion
Capital Corp. at 1500 Forest Avenue, Suite 223, Richmond, VA
23229.
ITEM 29. MANAGEMENT SERVICES
There are no management-related service contracts not discussed in
Parts A or B of this Form.
ITEM 30. UNDERTAKINGS.
The Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this registration
statement under Rule 485(b) under the Securities Act of 1933, as amended, and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized in the City of Richmond, and the
Commonwealth of Virginia on the 30th day of March 1999.
THE WORLD FUNDS, INC.
Registrant
By /s/John Pasco, III
John Pasco, III, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated below.
(Signature) (Title) (Date)
/s/John Pasco, III Director, Chairman March 30, 1999
John Pasco, III Chief Executive
Officer and Chief
Financial officer
/s/ Samuel Boyd, Jr.* Director March 30, 1999
Samuel Boyd, Jr.
/s/ Paul M. Dickinson* Director March 30, 1999
Paul M. Dickinson
/s/ William E. Poist* Director March 30, 1999
William E. Poist
/s/ John Pasco, III
John Pasco, III
* Pursuant to Powers-of-Attorney on File
Exhibit No. EXHIBIT INDEX EDGAR EXHIBIT #
Exhibit 23(j) Consent of Independent Ex.99.j
Accountants
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the references to our firm in the Post-Effective Amendment
No. 6 to the Registration Statement on Form N-1A of The World Funds, Inc. and to
the use of our reports each dated September 25, 1998 on the financial statements
and financial highlights of CSI Equity Fund and CSI Fixed Income Fund, each a
series of The World Funds, Inc. Such financial statements, financial highlights,
and reports of independent certified public accountants appear in the 1998
Annual Report to Shareholders, which is incorporated by reference in the
Registration Statement and Prospectus.
/s/ Tait, Weller & Baker
Tait, Weller & Baker
Philadelphia, Pennsylvania
March 30, 1999
STRADLEY RONON STEVENS & YOUNG, LLP
2600 One Commerce Square, Philadelphia, Pa. 19103-7098
215-564-8039 e-mail - [email protected]
March 30, 1999
VIA EDGAR
Filing Desk
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: The World Funds, Inc.
File Numbers: 811-8255 and 333-29289
Post-Effective Amendment No. 6 to Registration Statement
Gentlemen:
Transmitted herewith for electronic filing with the U.S. Securities and
Exchange Commission (the "Commission) on behalf of The World Funds, Inc. (the
"Fund"), pursuant to Rule 485(b) under the Securities Act of 1933, as amended
the (the "1933 Act"), is Post-Effective Amendment No. 6 (Amendment No. 7 under
the Investment Company Act of 1940, as amended (the ("1940 Act"), referred to
herein as the "Amendment") to the registration statement of the Fund. The
Amendment is being filed to incorporate the financial statements and reports of
independent accountants by reference to the Fund's Annual Report to Shareholders
and to file an exhibit.
The Fund intends to prepare and file hereafter a Post-Effective
Amendment under Rule 485(b) under the 1933 Act (the "485(b) Amendment")
containing the prospectus and Statement of Additional Information ("SAI") for
the Sand Hill Portfolio Manger Fund series that are substantially similar to the
Prospectus and SAI of the CSI Equity Fund series and CSI Fixed Income Fund
series of the Fund (incorporating the applicable SEC staff's comments on such
Prospectus and SAI). The Fund will request at that time that, due to this
substantial similarity, the 485(b) Amendment receive selective review to permit
the 485(b) Amendment to be effective in time to meet the 1933 Act,
Section 10(a) requirement for the Sand Hill Portfolio Manager Fund.
The other two series of the Fund, the Third Millennium Russia Fund and
The New Market Fund, commenced operations after the beginning of the Fund's
current fiscal year on September 1, 1998 and the Fund is not amending the
prospectuses and SAIs for these two series at this time.
Should you have any questions regarding the filing of the foregoing
documents, please feel free to call or e-mail the undersigned.
Sincerely,
/s/ Merrill R. Steiner
Merrill R. Steiner
cc: John C. Grzeskiewicz, Esq.
John Pasco, III
Darryl S. Peay
Steven M. Felsenstein, Esq.
Diane J. Drake, Esq.
